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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C.WASHINGTON, D.C. 20549

FORM 10-Q

ýQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2009

OR

o


TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the transition period from                             to                            

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2010

Commission file number 1-9924

Citigroup Inc.
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation or organization)
 52-1568099
(I.R.S. Employer Identification No.)

399 Park Avenue, New York, New YorkNY
(Address of principal executive offices)

 

10043
(Zip Code)code)

(212) 559-1000

(Registrant's telephone number, including area code)

        Indicate by check mark whether the registrant (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. Yes ý    No o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes oý    No o

        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.:

Large accelerated filer ý Accelerated filer o Non-accelerated filer o
(Do not check if a smaller
reporting company)
 Smaller reporting company o

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o    No  ý

        Indicate the number of shares outstanding of each of the issuer's classes of common stock as of the latest practicable date:

Common stock outstanding as of March 31, 2009: 5,512,800,000April 30, 2010: 28,979,879,336

Available on the Webweb at www.citigroup.com


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CITIGROUP INC.

FIRST QUARTER OF 2009—2010—FORM 10-Q

THE COMPANYOVERVIEW

 23

Citigroup Segments


3

Citigroup Regions


3

SUMMARY OF SELECTED FINANCIAL DATACITIGROUP SEGMENTS AND REGIONS

 
4

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 
65

EXECUTIVE SUMMARY


5

RESULTS OF OPERATIONS


5

SUMMARY OF SELECTED FINANCIAL DATA


7

SEGMENT, BUSINESS AND PRODUCT—INCOME (LOSS) AND REVENUES


9
 

Management SummaryCitigroup Income (Loss)

 
69
 

Events in 2009Citigroup Revenues

 
710

SEGMENT AND REGIONAL—NET INCOME (LOSS) AND REVENUESCITICORP


11

Regional Consumer Banking

 
12
 

Citigroup Net Income (Loss)—Segment ViewNorth America Regional Consumer Banking

 
1213
 

Citigroup Net Income (Loss)— EMEA Regional ViewConsumer Banking

 
1315
 

Citigroup Revenues—Segment View

 
14

Citigroup Revenues—Regional View


15

GLOBAL CARDSLatin America Regional Consumer Banking

 
16

CONSUMER BANKING Asia Regional Consumer Banking


17

Institutional Clients Group

 
18

INSTITUTIONAL CLIENTS GROUP (ICG)Securities and Banking

 
2019

Transaction Services


21

GLOBAL WEALTH MANAGEMENT CITI HOLDINGS

 
22

Brokerage and Asset Management


23

Local Consumer Lending


24

Special Asset Pool


26

CORPORATE/OTHER

 
2329

REGIONAL DISCUSSIONSSEGMENT BALANCE SHEET

 
2430

North America


24

EMEA


25

Latin America


26

Asia


27

TARPCAPITAL RESOURCES AND OTHER REGULATORY PROGRAMSLIQUIDITY

 
2831

Capital Resources


31

Funding and Liquidity


36

OFF-BALANCE-SHEET ARRANGEMENTS


39

MANAGING GLOBAL RISK

 
3240
 

Credit Risk


40

Loan and Credit Overview


40

Loans Outstanding


41

Details of Credit Loss Experience

 
32

Non-Performing Assets


33

Significant Exposures in Securities and Banking


35

Exposure to Commercial Real Estate


36

Direct Exposure to Monolines


37

Highly Leveraged Financing Transactions


38

DERIVATIVES


3946
 

Market Risk Management Process

 
43

Operational Risk Management Process


45

Country and Cross-Border Risk


46

INTEREST REVENUE/EXPENSE AND YIELDSNon-Accrual Assets

 
47

AVERAGE BALANCES AND INTEREST RATES—ASSETS Consumer Loan Details

 
4850
 

Consumer Loan Delinquency Amounts and Ratios


50

Consumer Loan Net Credit Losses and Ratios


51

Consumer Loan Modification Programs


52

U.S. Consumer Lending


53

Corporate Credit Portfolio


62

Market Risk


65

Average Rates—Interest Revenue, Interest Expense and Net Interest Margin


67

Average Balances and Interest Rates—Assets


68

Average Balances and Interest Rates—Liabilities and Equity, and Net Interest Revenue

 
4969
 

Analysis of Changes in Interest Revenue

 
5070
 

Analysis of Changes in Interest Expense and Net Interest Revenue

 
5171

CAPITAL RESOURCES AND LIQUIDITY Cross-Border Risk

 
5272

Capital Resources


52

Common Equity


55

Funding


58

Liquidity


61

Off-Balance-Sheet Arrangements


62

FAIR VALUATIONDERIVATIVES

 
6373

INCOME TAXES


75

CONTRACTUAL OBLIGATIONS


76

CONTROLS AND PROCEDURES

 
6376

FORWARD-LOOKING STATEMENTS

 
6377

TABLE OF CONTENTS FOR FINANCIAL STATEMENTS AND NOTES

 
6478

CONSOLIDATED FINANCIAL STATEMENTS

 
6580

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 
7189

OTHER INFORMATION

 
154176
 

Item 1. Legal Proceedings

 
154176
 

Item 1A. Risk Factors

 
156177
 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 
157178
 

Submission of Matters to a Vote of Security HoldersItem 6. Exhibits

 
158179
 

Signatures

 
161180
 

Exhibit Index

 
162181

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THE COMPANYOVERVIEW

Introduction

        Citigroup's history dates back to the founding of Citibank in 1812. Citigroup's original corporate predecessor was incorporated in 1988 under the laws of the State of Delaware. Following a series of transactions over a number of years, Citigroup Inc. (Citigroupwas formed in 1998 upon the merger of Citicorp and together with its subsidiaries, the Company, Citi or Citigroup)Travelers Group Inc.

        Citigroup is a global diversified financial services holding company whose businesses provide consumers, corporations, governments and institutions with a broad range of financial services to consumerproducts and corporate customers. Citigroupservices. Citi has more thanapproximately 200 million customer accounts and does business in more than 100140 countries.

        Citigroup was incorporated in 1988 under the lawscurrently operates, for management reporting purposes, via two primary business segments: Citicorp, consisting of ourRegional Consumer Banking businesses andInstitutional Clients Group; and Citi Holdings, consisting of ourBrokerage and Asset Management andLocal Consumer Lending businesses, and aSpecial Asset Pool. There is also a third segment,Corporate/Other. For a further description of the Statebusiness segments and the products and services they provide, see "Citigroup Segments" below, "Management's Discussion and Analysis of Delaware.Financial Condition and Results of Operations" and Note 3 to the Consolidated Financial Statements.

        The Company is a bank holding company within the meaning of the U.S. Bank Holding Company Act of 1956 registered with,Throughout this report, "Citigroup" and subject"Citi" refer to examination by, the Board of Governors of the Federal Reserve System (FRB). Some of the Company's subsidiaries are subject to supervisionCitigroup Inc. and examination by their respective federal and state authorities.its consolidated subsidiaries.

        This quarterly reportQuarterly Report on Form 10-Q should be read in conjunction with Citigroup's 2008 Annual Report on Form 10-K. Additional financial, statistical, and business-related information, as well as business and segment trends, are included in a Financial Supplement that was filed as Exhibit 99.2 to10-K for the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission (SEC) on Apri1 17, 2009. On January 16, 2009, Citigroup announced a realignment of its businesses to be effective, for financial reporting purposes, in the second quarter of 2009. Accordingly, Citi's businesses in this Form 10-Q are presented under the same structure that was reported atyear ended December 31, 2008.2009.

        The principal executive offices of the Company are located at 399 Park Avenue, New York, New York 10043, telephone number 212 559 1000.        Additional information about Citigroup is available on the Company'scompany's Web site atwww.citigroup.com. Citigroup's recent annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, as well as the Company'sits other filings with the SECSecurities and Exchange Commission (SEC) are available free of charge through the Company'scompany's Web site by clicking on the "Investors" page and selecting "All SEC Filings." The SECSEC's Web site also contains periodic and current reports, proxy and information statements, and other information regarding the CompanyCiti, atwww.sec.gov.

        Certain reclassifications have been made to the prior periods' financial statements to conform to the current period's presentation.

        Within this Form 10-Q, please refer to the tables of contents on pages 2 and 78 for page references to Management's Discussion and Analysis of Financial Condition and Results of Operations and Notes to Consolidated Financial Statements, respectively.

Impact of Adoption of SFAS 166/167

        Effective January 1, 2010, Citigroup adopted Accounting Standards Codification (ASC) 860, Transfers and Servicing, formerly SFAS No. 166, Accounting for Transfers of Financial Assets, an amendment of FASB Statement No. 140 (SFAS 166), and ASC 810, Consolidations, formerly SFAS No. 167, Amendments to FASB Interpretation No. 46(R) (SFAS 167). Among other requirements, the adoption of these standards includes the requirement that Citi consolidate certain of its credit card securitization trusts and eliminate sale accounting for transfers of credit card receivables to those trusts. As a result, reported and managed basis presentations are comparable for periods beginning January 1, 2010. For comparison purposes, prior period revenues, net credit losses, provisions for credit losses and for benefits and claims including managed net credit losses and loans are presented on a managed basis in this Form 10-Q. Managed presentations were applicable only to Citi's North American branded and retail partner credit card operations inNorth America Regional Consumer Banking and Citi Holdings—Local Consumer Lending and any aggregations in which they are included. See "Management's Discussion and Analysis of Financial Condition and Results of Operations—Executive Summary," "Capital Resources and Liquidity" and Note 1 to the Consolidated Financial Statements for an additional discussion of the adoption of SFAS 166/167 and its impact on Citigroup.


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        At March 31, 2009,As described above, Citigroup wasis managed alongpursuant to the following segment and product lines:segments:

GRAPHICGRAPHIC

        The following are the four regions in which Citigroup operates. The regional results are fully reflected in the segment results.results above.

GRAPHICGRAPHIC


(1)
Asia includes Japan,Latin America includes Mexico, andNorth America includescomprises the U.S., Canada and Puerto Rico.

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FIRST QUARTER 2010 EXECUTIVE SUMMARY

Overview of Results

        Citigroup reported net income of $4.4 billion, or $0.15 per diluted share, for the first quarter of 2010. Results reflected strong capital markets revenues, an improving credit environment and the impact of Citi's continued expense discipline. Citicorp's net income was $5.1 billion; Citi Holdings had a net loss of $0.9 billion. Both segments benefitted from a decline in net credit losses during the first quarter of 2010.

        The first quarter of 2010 results reflected the adoption of SFAS 166/167, which resulted in the consolidation of $137 billion of incremental assets and $146 billion of liabilities onto the Consolidated Balance Sheet, including securitized credit card receivables. On the date of adoption of SFAS 166/167 (January 1, 2010), Citi's risk-weighted assets increased by a net $10 billion, the loan loss allowance was increased by $13.4 billion, deferred tax assets were increased by $5.0 billion, and retained earnings were reduced by $8.4 billion. The adoption also translated into a reduction in Tangible Common Equity of $8.4 billion, and decreased Tier 1 Common by $14.2 billion or 138 basis points. The impact to Citi's capital was largely offset by the earnings in the quarter. The Tier 1 Capital and Tier 1 Common ratios were 11.28% and 9.11%, respectively, at March 31, 2010. (Tangible Common Equity and Tier 1 Common and related ratios are non-GAAP financial measures, as defined by the SEC. See "Capital Resources and Liquidity—Capital Resources" for additional information on these measures.)

        Revenues of $25.4 billion decreased 6% from comparable year-ago levels due primarily to lower revenues inSecurities and Banking andLocal Consumer Lending, offset by higher revenues inSpecial Asset Pool. The absence of Smith Barney revenues in the current quarter (which approximated $1.7 billion in the first quarter of 2009, recorded inBrokerage and Asset Management) also contributed to the decline in revenues.

Securities and Bankingrevenues were $8 billion in the first quarter of 2010, compared to $12.2 billion in the year-ago period. Securities and Bankingrevenues were particularly strong in the first quarter of 2009 driven by strong fixed income markets revenues as well as $2.7 billion of positive credit value adjustments (CVA), compared to $289 million of positive CVA in the first quarter of 2010. The first quarter of 2010 saw continued strength in the fixed income markets in Securities and Banking.

Regional Consumer Banking revenues were up $245 million to $8.1 billion on a comparable basis.Transaction Services revenues were up 3% to $2.4 billion.

Local Consumer Lending revenues of $4.7 billion in the first quarter of 2010 were down 22% year-over-year on a comparable basis, driven by a declining asset base and the absence of a $1.1 billion gain on the sale of Redecard shares in the first quarter of 2009.

        Revenues in theSpecial Asset Pool grew to $1.5 billion in the first quarter of 2010, from negative $4.5 billion in the prior year, driven by $1.4 billion of positive net revenue marks in the first quarter of 2010 (versus $4.5 billion of negative marks in the first quarter of 2009).

Net interest revenue increased 13% from the first quarter of 2009, primarily reflecting the adoption of SFAS 166/167. Citi's net interest margin (NIM) increased by 67 basis points to 3.32% during the first quarter of 2010. Nearly three-quarters of the increase was due to the adoption of SFAS 166/167. The remainder of the increase was driven by the absence of interest payments on trust preferred securities repaid in the fourth quarter of 2009 as well as the deployment of cash into higher-yielding investments.

Non-interest revenue decreased 6% from a year ago, primarily reflecting adoption of SFAS 166/167 as well as the absence of the $1.1 billion Redecard gain in the first quarter of 2009.

Operating expenses decreased 1% from the year-ago quarter and were down 6% from the fourth quarter of 2009 reflecting Citigroup's continued expense discipline. Citi's full-time employees were 263,000 at March 31, 2010, down 46,000 from March 31, 2009 and down 2,000 from December 31, 2009.

Net credit losses of $8.4 billion in the first quarter of 2010 were down 15% from year-ago levels and down 16% from the fourth quarter of 2009. Consumer net credit losses of $8.0 billion were down 3% from last year and down 10% from the prior quarter.

        Citi's total allowance for loan losses was $48.7 billion at March 31, 2010, or 6.8% of total loans. This was up from 6.1% of total loans at December 31, 2009 and reflected an increase in loans of approximately $130 billion and an increase in loan loss reserves of $12.7 billion during the quarter, primarily reflecting the adoption of SFAS 166/167. During the first quarter of 2010, Citi had a net release of $18 million to its credit reserves, compared to a net build of $2.6 billion in the first quarter of 2009 and a net build of $706 million in the fourth quarter of 2009.

        The total allowance for loan losses for consumer loans increased to $41.4 billion at the end of the quarter, or 7.8% of consumer loans, up from 6.7% of consumer loans at the end of the fourth quarter of 2009. The increase was primarily due to the adoption of SFAS 166/167. During the first quarter of 2010, both early- and later-stage delinquencies improved across most of the consumer loan portfolios, driven by improvement in North America mortgages. Delinquencies declined in first and second mortgages reflecting asset sales, organic improvement and modifications under the U.S. Treasury's Home Affordable Modification Program (HAMP) moving to permanent status. For total consumer loans, the 90 days or more consumer loan delinquency rate was 4.02% at March 31, 2010, compared to 4.28% at December 31, 2009 and 3.51% a year ago. The 30 to 89 days past due consumer loan delinquency rate was 3.11% at March 31, 2010, compared to 3.46% at December 31, 2009 and 3.38% a year ago. Consumer non-accrual loans totaled $15.6 billion at


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March 31, 2010, compared to $18.3 billion at December 31, 2009 and $14.9 billion at March 31, 2009.

        The total allowance for loan losses for funded corporate loans declined to $7.3 billion at the end of the quarter, or 3.9% of corporate loans, down from 4.6% in the fourth quarter of 2009. Corporate non-accrual loans were $12.9 billion at March 31, 2010, compared to $13.5 billion at December 31, 2009 and $11.2 billion a year ago. The decrease from the prior quarter was mainly due to loan sales and paydowns, which were partially offset by increases due to weakening of certain specific credits.

        Citi's effective tax rate on continuing operations for the first quarter of 2010 was 20%. The effective tax rate reflected taxable earnings in lower rate jurisdictions, as well as income from tax advantaged sources.

Total deposits were $828 billion at March 31, 2010, down 1% from December 31, 2009 and up 9% from year-ago levels. At March 31, 2010, Citi's structural liquidity (equity, long-term debt and deposits) as a percentage of assets was 71% at March 31, 2010 compared with 73% at December 31, 2009 and 68% at March 31, 2009.

        Citigroup'stotal assets of $2.0 trillion increased $146 billion from December 31, 2009, primarily from the adoption of SFAS 166/167, as discussed above.

        Citigroup'stotal stockholders' equity decreased by $1.3 billion during the first quarter of 2010 to $151.4 billion, primarily reflecting the adoption of SFAS 166/167, partially offset by the net income during the quarter, $1.9 billion related to the ADIA share issuance and $1.1 billion improvement inAccumulated Other Comprehensive Income. Citigroup's total equity capital base and trust preferred securities were $173.1 billion at March 31, 2010.

Business Outlook

        Citi's near-term performance will continue to be impacted by the pace of economic recovery generally, the level of activity in the capital markets and credit costs. Although Citi continued to see signs of economic improvement internationally during the first quarter of 2010, significant uncertainty remains in the U.S., particularly with regard to employment levels and the risk of future legislative actions that could adversely affect various Citi businesses, including possibly requiring the elimination or transformation of certain of its business activities.

        With respect to revenues, while Citi believesSecurities and Banking first quarter 2010 results were generally representative of Citi's core business, the first quarter is historically the strongest period of the year, particularly in fixed income. In addition, while pricing actions were able to offset the impact of The Credit Card Accountability Responsibility and Disclosure Act of 2009 (CARD Act) in the first quarter of 2010, the CARD Act will likely have an increasingly negative impact on U.S. credit card revenues during 2010. Net revenue marks in theSpecial Asset Pool will continue to be episodic.

        With respect to expenses, while Citi intends to maintain continued expense discipline, operating expenses may increase in Citicorp going forward as a portion of the cost reductions achieved in Citi Holdings is re-invested in the core franchise. In addition, Citi will absorb the cost of the U.K. bonus tax in the second quarter of 2010, currently estimated to be approximately $400 million pretax.

        Credit costs will continue to be a significant driver of Citi's near term results. Internationally, consumer credit trends are expected to stabilize and in some cases show gradual improvement as long as economic recovery in these regions is sustained. In North America, Citi currently believes consumer credit trends may continue to stabilize based on the stable to improving delinquencies observed in the company's major portfolios, as well as early signs of economic recovery, although sustained credit improvement will depend on the broader macroeconomic environment. Consumer loan loss reserve balances will continue to reflect the losses embedded in the company's portfolios due to factors including underlying credit trends as well as the impact of modification programs.


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CITIGROUP INC. AND SUBSIDIARIES

SUMMARY OF SELECTED FINANCIAL DATADATA—Page 1

 
 Three Months Ended
March 31,
  
 
In millions of dollars,
except per share amounts
 %
Change
 
 2009 2008 

Net interest revenue

 $12,898 $13,068  (1)%

Non-interest revenue

  11,891  (627) NM 
        

Revenues, net of interest expense

  24,789  12,441  99%

Operating expenses

  12,087  15,775  (23)

Provisions for credit losses and for benefits and claims

  10,307  5,852  76 
        

Income (Loss) from Continuing Operations before Income Taxes

  2,395  (9,186) NM 

Income taxes (benefits)

  785  (3,939) NM 
        

Income (Loss) from Continuing Operations

  1,610  (5,247) NM 

Income (Loss) from Discontinued Operations, net of taxes

  (33) 115  NM 
        

Net Income (Loss) before attribution of Noncontrolling Interests

  1,577  (5,132) NM 

Net Income (Loss) attributable to Noncontrolling Interests

  (16) (21) 24%
        

Citigroup's Net Income (Loss)

 $1,593 $(5,111) NM 
        

Less:

          
 

Preferred dividends—Basic

  1,221  83  NM 
 

Impact of the conversion price reset related to the $12.5 billion convertible preferred stock private issuance—Basic(1)

  1,285    NM 
 

Preferred stock Series H discount accretion—Basic(1)

  53    NM 
        

Income (loss) available to common stockholders for Basic EPS

 $(966)$(5,194) 81%
        

Earnings per share

          
 

Basic(2)

          
 

Income (loss) from continuing operations

 $(0.18)$(1.06) 83%
 

Net income (loss)

 $(0.18)$(1.03) 83 
        
 

Diluted(2)

          
 

Income (loss) from continuing operations

 $(0.18)$(1.06) 83%
 

Net income (loss)

  (0.18) (1.03) 83 

Dividends declared per common share

 $0.01 $0.32  (97)
        

At March 31:

          

Total assets

 $1,822,578 $2,199,697  (17)%

Total deposits

  762,696  831,208  (8)

Long-term debt

  337,252  424,959  (21)

Mandatorily redeemable securities of subsidiary trusts

  24,532  23,959  2 

Common stockholders' equity

  69,688  108,684  (36)

Total stockholders' equity

 $143,934 $128,068  12 

Direct staff(in thousands)

  309  369  (16)
        

Ratios:

          

Return on common stockholders' equity(3)

  (5.6)% (18.6)%   
        

Tier 1 Common(4)

  2.16% 4.22%   

Tier 1 Capital

  11.92% 7.71%   

Total Capital

  15.61% 11.18%   

Leverage(5)

  6.60% 4.45%   
        

Common stockholders' equity to assets

  3.82% 4.94%   

Dividend payout ratio(6)

  N/A  N/A    

Ratio of earnings to fixed charges and preferred stock dividends

  1.06x  NM    
        

 
 First Quarter  
 
In millions of dollars,
except per share amounts
 %
Change
 
 2010 2009 

Total managed revenues(1)

 $25,421 $26,973  (6)%

Total managed net credit losses(1)

  8,384  9,830  (15)

Net interest revenue

 $14,561 $12,926  13%

Non-interest revenue

  10,860  11,595  (6)
        

Revenues, net of interest expense

 $25,421 $24,521  4%

Operating expenses

  11,518  11,685  (1)

Provisions for credit losses and for benefits and claims

  8,618  10,307  (16)
        

Income from continuing operations before income taxes

 $5,285 $2,529  NM 

Income taxes (losses)

  1,036  835  24%
        

Income from continuing operations

 $4,249 $1,694  NM 

Income from discontinued operations, net of taxes

  211  (117) NM 
        

Net Income (losses) before attribution of noncontrolling interests

 $4,460 $1,577  NM 

Net Income (losses) attributable to noncontrolling interests

  32  (16) NM 
        

Citigroup's net income

 $4,428 $1,593  NM 
        

Less:

          
 

Preferred dividends—Basic

 $ $1,221  (100)
 

Impact of the conversion price reset related to the $12.5 billion convertible preferred stock private issuance—Basic(2)

    1,285  (100)
 

Preferred stock Series H discount accretion—Basic

    53  (100)
        

Income (loss) available to common stockholders

 $4,428 $(966) NM 
 

Earnings allocated to participating securities, net of forfeitures

  28    100%
        

Undistributed earnings (loss) for basic EPS

 $4,400 $(966) NM 

Convertible Preferred Stock Dividends

    270  (100)%
        

Undistributed earnings (loss) for diluted EPS

 $4,400 $(696) NM 
        

Earnings per share

          
 

Basic(3)

          
 

Income (loss) from continuing operations

 $0.15 $(0.16) NM 
 

Net income (loss)

  0.15  (0.18) NM 
        
 

Diluted(3)

          
 

Income (loss) from continuing operations

 $0.14 $(0.16) NM 
 

Net income (loss)

  0.15  (0.18) NM 
        

[Continued on the following page, including notes to table.]


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SUMMARY OF SELECTED FINANCIAL DATA—Page 2

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars, 2010 2009 

At March 31:

          

Total assets

 $2,002,213 $1,822,578  10%

Total deposits

  827,914  762,696  9 

Long-term debt

  439,274  337,252  30 

Mandatorily redeemable securities of subsidiary Trusts (included in Long-term debt)

  21,682  24,694  (12)

Common stockholders' equity

  151,109  69,688  NM 

Total stockholders' equity

  151,421  143,934  5 

Direct staff(in thousands)

  263  309  (15)
        

Ratios:

          

Return on common stockholders' equity(4)

  12.0% (5.6)%   
        

Tier 1 Common(5)

  9.11% 2.16%   

Tier 1 Capital

  11.28% 11.92%   

Total Capital

  14.88% 15.61%   

Leverage(6)

  6.16% 6.60%   
        

Common stockholders' equity to assets

  7.5% 3.8%   

Ratio of earnings to fixed charges and preferred
stock dividends

  1.82  1.06    
        

(1)
The first quarterSee discussion of adoption of SFAS 166/167 on page 3 and Note 1 to the Consolidated Financial Statements.

(2)
For the three months ended March 31, 2009, Income available to common shareholdersstockholders includes a reduction of $1.285 billion related to a conversion price reset pursuant to Citigroup's prior agreement with the purchasers of $12.5 billion convertible preferred stock issued in a private offering in January 2008. The conversion price was reset from $31.62 per share to $26.35 per share. The reset will result in Citigroup's issuing up to approximately 79 million additional common shares when the preferred stock is converted. There iswas no impact to net income, total stockholders' equity or capital ratios due to the reset. However, the reset resulted in a reclassification from Retained earnings to Additional paid-in capital of $1.285 billion and a reduction in Income available to common shareholdersstockholders of $1.285 billion. Income available to common shareholders for the first quarter of 2009 also includes a reduction of $53 million related to the quarterly preferred stock Series H discount accretion.

(2)(3)
The Company adopted Financial Accounting Standards Board (FASB) Staff Position (FSP) Emerging Issues Task Force (EITF) 03-6-1 "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities" on January 1, 2009. All prior periods have been restated to conform to the current presentation. The Diluted EPS calculation for the first quartersquarter of 2008 and 2009 utilizeutilizes Basic shares and Income available to common shareholdersstockholders (Basic) due to the negative Income available to common shareholders.stockholders. Using actual Diluted shares and Income available to common shareholdersstockholders (Diluted) would result in anti-dilution.

(3)(4)
The return on average common stockholders' equity is calculated using income/income (loss) available to common stockholders.

(4)(5)
TheAs defined by the banking regulators, the Tier 1 Common ratio represents Tier 1 Capital less qualifying perpetual preferred stock, qualifying minoritynoncontrolling interests in subsidiaries and qualifying trust preferredmandatorily redeemable securities of subsidiary trusts divided by risk-weighted assets. Tier 1 Common ratio is a non-GAAP financial measure. See "Capital Resources and Liquidity" below for additional information on this measure.

(5)(6)
The Leverage ratio represents Tier 1 Capital divided by each period's quarterly adjusted average total assets.

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(6)
Dividends declared per common share as a percentage of net income per diluted share. For the first quarters of 2009 and 2008, the dividend payout ratio was not calculable due to the net loss.

NM    Not meaningful

        Certain reclassifications have been made to the prior periods' financial statements to conform to the current period's presentation.

        Certain statements in this Form 10-Q, including, but not limited to, statements made in "Management's Discussion and Analysis," are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management's current expectations and are subject to uncertainty and changes in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors including, but not limited to, those described in Citigroup's 2008 Annual Report on Form 10-K under "Risk Factors."

        Within this Form 10-Q, please refer to the indices on pages 1 and 64 for page references to the Management's Discussion and Analysis section and Notes to Consolidated Financial Statements, respectively.


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MANAGEMENT'S DISCUSSIONSEGMENT, BUSINESS AND ANALYSISPRODUCT—INCOME (LOSS) AND REVENUES

FIRST QUARTER OF 2009 MANAGEMENT SUMMARY

        Citigroup reported net income of $1.593 billion for the first quarter of 2009. The results reflected Revenues of $24.8 billion, driven by strong results inICG, partially offset by net write-downs, $7.3 billion in net credit losses and a $2.7 billion net loan loss reserve builds.

        The $0.18 loss per share reflectedfollowing tables show the resetincome (loss) and revenues for Citigroup on a segment, business and product view:


Citigroup Income (Loss)

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2010 2009 

Income (loss) from Continuing Operations

          

CITICORP

          

Regional Consumer Banking

          

    North America

 $22 $357  (94)%

    EMEA

  27  (33) NM 

    Latin America

  389  219  78 

    Asia

  576  248  NM 
        

        Total

 $1,014 $791  28%
        

Securities and Banking

          

    North America

 $1,424 $2,497  (43)%

    EMEA

  1,032  2,171  (52)

    Latin America

  272  412  (34)

    Asia

  478  1,056  (55)
        

        Total

 $3,206 $6,136  (48)%
        

Transaction Services

          

    North America

 $159 $138  15%

    EMEA

  306  326  (6)

    Latin America

  157  160  (2)

    Asia

  319  280  14 
        

        Total

 $941 $904  4%
        

    Institutional Clients Group

 $4,147 $7,040�� (41)%
        

Total Citicorp

 $5,161 $7,831  (34)%
        

CITI HOLDINGS

          

Brokerage and Asset Management

 $81 $34  NM 

Local Consumer Lending

  (1,838) (1,571) (17)%

Special Asset Pool

  881  (3,948) NM 
        

Total Citi Holdings

 $(876)$(5,485) 84%
        

Corporate/Other

 $(36)$(652) 94%
        

Income from continuing operations

 $4,249 $1,694  NM 
        

Discontinued operations

 $211 $(117)   

Net income (loss) attributable to noncontrolling interests

  32  (16)   
        

Citigroup's net income

 $4,428 $1,593  NM 
        

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Citigroup Revenues

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2010 2009 

CITICORP

          

Regional Consumer Banking

          

    North America

 $3,801 $2,503  52%

    EMEA

  405  360  13 

    Latin America

  2,076  1,924  8 

    Asia

  1,800  1,566  15 
        

        Total

 $8,082 $6,353  27%
        

Securities and Banking

          

    North America

 $3,553 $5,016  (29)%

    EMEA

  2,515  4,222  (40)

    Latin America

  607  800  (24)

    Asia

  1,328  2,162  (39)
        

        Total

 $8,003 $12,200  (34)%
        

Transaction Services

          

    North America

 $639 $589  8%

    EMEA

  833  844  (1)

    Latin America

  344  343   

    Asia

  621  598  4 
        

        Total

 $2,437 $2,374  3%
        

    Institutional Clients Group

 $10,440 $14,574  (28)%
        

Total Citicorp

 $18,522 $20,927  (11)%
        

CITI HOLDINGS

          

Brokerage and Asset Management

 $340 $1,607  (79)%

Local Consumer Lending

  4,670  6,021  (22)

Special Asset Pool

  1,540  (4,534) NM 
        

Total Citi Holdings

 $6,550 $3,094  NM 
        

Corporate/Other

 $349 $500  (30)%
        

Total net revenues

 $25,421 $24,521  4%
        

    Impact of Credit Card Securitization Activity(1)

          

        Citicorp

   $1,484  (100)%

        Citi Holdings

    968  (100)
        

Total impact of credit card securitization activity

   $2,452  (100)%
        

Total Citigoup—managed net revenues(1)

 $25,421 $26,973  (6)%
        

(1)
See discussion of adoption of SFAS 166/167 on page 3 and Note 1 to the Consolidated Financial Statements.

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CITICORP

        Citicorp is the company's global bank for consumers and businesses and represents Citi's core franchise. Citicorp is focused on providing best-in-class products and services to customers and leveraging Citigroup's unparalleled global network. Citicorp is physically present in January 2009approximately 100 countries, many for over 100 years, and offers services in over 140 countries. Citi believes this global network provides a strong foundation for servicing the broad financial services needs of large multinational clients and for meeting the needs of retail, private banking and commercial customers around the world. Citigroup's global footprint provides coverage of the conversion priceworld's emerging economies, which the company believes represents a strong area of $12.5growth. At March 31, 2010, Citicorp had approximately $1.2 trillion of assets and $730 billion of convertible preferred stock issued in a private offering in January 2008. This did not have an impact on net income ordeposits, representing approximately 62% of Citi's total capital but resulted in a reduction to income available to common shareholdersassets and approximately 88% of $1.285 billion or $0.24 per share. Without this reduction, EPS was positive. The loss per share also reflected preferred stock dividends and the quarterly accretionits deposits.

        Citicorp consists of the Series H warrant discount, which did not impact net income but reduced income available to common shareholders by $1.274 billion.

        Revenues of $24.8 billion increased 99% from year-ago levels, with sequential improvement across all regions. Strong trading resultsfollowing businesses:Regional Consumer Banking (which includes retail banking and lower net write-downs (partially attributable to a positive credit valuation adjustment (CVA)Citi-branded cards in respect of the Company's own debt and derivatives) in S&B drove revenues. The difficult economic environment continued to have a negative impact on all businesses.

        Net interest revenue declined 1% from the 2008 first quarter, reflecting the smaller balance sheet. Net interest margin in the first quarter of 2009 was 3.30%, up 50 basis points from the first quarter of 2008, reflecting significantly lower cost of funding, partially offset by a decrease in asset yields related to the decrease in the fed funds rate. Non-interest revenue increased $12.5 billion from a year ago, primarily reflecting lower write-downs on highly leveraged finance commitments, subprime-related direct exposures and other fixed income exposures.

        Operating expenses decreased 23% from the previous year, reflecting benefits from Citi's ongoing re-engineering efforts, the impact of foreign exchange translation, and a $250 million litigation reserve release. Expenses in the prior-year period included $626 million of net non-recurring charges. Expenses have continued their downward momentum, due to lower compensation costs and continued benefits from re-engineering efforts. Headcount was down 60,000 from March 31, 2008 and 14,000 from December 31, 2008.

        The Company's equity capital base and trust preferred securities were $168.5 billion at March 31, 2009. Citigroup's Stockholders' equity increased by $2.3 billion during the first quarter of 2009 to $143.9 billion. The Company issued $3.6 billion in preferred stock and warrants related to the loss-sharing agreement during the first quarter and distributed $1.06 billion in dividends to its preferred shareholders. Citigroup had a Tier 1 Capital Ratio of 11.92% at March 31, 2009.

        During the first quarter of 2009, the Company recorded a net build of $2.7 billion to its credit reserves. The net build consisted of $2.3 billion infour regions—Global CardsNorth America, EMEA, Latin America andConsumerAsia) andInstitutional Clients Group (which includesSecurities and Banking ($1.6 billion inandNorth America Consumer and $642 million in regions outside ofNorth AmericaTransaction Services), $313 million in.ICG

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2010 2009 

    Net interest revenue

 $9,870 $8,511  16%

    Non-interest revenue

  8,652  12,416  (30)
        

Total revenues, net of interest expense

 $18,522 $20,927  (11)%
        

Provisions for credit losses and for benefits and claims

          

    Net credit losses

 $3,142 $1,251  NM 

    Credit reserve build/(release)

  (360) 998  NM 
        

    Provision for loan losses

 $2,782 $2,249  24%

    Provision for benefits and claims

  44  42  5 

    Provision for unfunded lending commitments

  (7) 32  NM 
        

        Total provisions for credit losses and for benefits and claims

 $2,819 $2,323  21%
        

Total operating expenses

 $8,485 $7,399  15%
        

Income from continuing operations before taxes

 $7,218 $11,205  (36)%

Provisions for income taxes

  2,057  3,374  (39)
        

Income from continuing operations

 $5,161 $7,831  (34)%

Net income (loss) attributable to noncontrolling interests

  21  (3) NM 
        

Citicorp's net income

 $5,140 $7,834  (34)%
        

Balance sheet data(in billions of dollars)

          

Total EOP assets

 $1,236 $1,022  21%

Average assets

  1,240  1,103  12 

Total EOP deposits

  730  664  10 
        

Total GAAP revenues

 $18,522 $20,927  (11)%

    Net impact of credit card securitization activity(1)

    1,484  (100)
        

Total managed revenues

 $18,522 $22,411  (17)%
        

GAAP net credit losses

 $3,142 $1,251  NM 

    Impact of credit card securitization activity(1)

    1,491  (100)%
        

Total managed net credit losses

 $3,142 $2,742  15%
        

(1)
See discussion of adoption of SFAS 166/167 on page 3 and $94 million inGWM. The Consumer credit loss rate was 4.64%, a 212 basis-point increase from the first quarter of 2008. Corporate cash-basis loans were $10.8 billion at March 31, 2009, an increase of $8.8 billion from year-ago levels. This increase is primarily attributableNote 1 to the transfer of non-accrual loans from the held-for-sale portfolio to the held-for-investment portfolio during the fourth quarter of 2008. The allowance for loan losses totaled $31.7 billion at March 31, 2009, a coverage ratio of 4.82% of total loans.

        The Company's effective tax rate was 32.8% in the first quarter of 2009, which includes a tax benefit of $110 million relating to the conclusion of the audit of certain issues in the Company's 2003-2005 U.S. Federal tax audit.

        At March 31, 2009, the Company had increased its structural liquidity (equity, long-term debt and deposits) as a percentage of assets from 66% at December 31, 2008 to approximately 68% at March 31, 2009. Citigroup has continued its deleveraging, reducing total assets from $1,938 billion at December 31, 2008 to $1,823 billion at March 31, 2009.

        At March 31, 2009, the maturity profile of Citigroup's senior long-term unsecured borrowings had a weighted average maturity of seven years.

        On February 27, 2009, the Company announced an exchange offer of its common stock for up to $27.5 billion of its existing preferred securities and trust preferred securities at a conversion price of $3.25 per share (Exchange Offer). On May 7, 2009, the Company announced that it will expand the Exchange Offer by increasing the maximum amount of preferred securities and trust preferred securities that it will accept in the Exchange Offer by $5.5 billion to a total of $33 billion. All other terms of the Exchange Offer, including that the U.S. government (USG) will match the Exchange Offer up to a maximum of $25 billion of its preferred stock at the same conversion price, remain unchanged. The increase in the Exchange Offer reflects the results of the USG's Supervisory Capital Assessment Program (SCAP) and will further increase the Company's Tier 1 Common without any additional USG investment or conversion of USG securities into common stock.

        In April 2009, Citi's shareholders elected four new directors to its board. Additionally, the Company recently announced several senior management appointments, including Edward (Ned) Kelly as ChiefConsolidated Financial Officer, replacing Gary Crittenden, who was appointed Chairman of Citi Holdings.

Statements.

        During the first quarter of 2009, Citi continued to extend significant amounts of credit to U.S. consumers and continued to focus on supporting the U.S. housing market. In the first quarter of 2009, Citi successfully worked with approximately 80,000 borrowers, whose mortgages Citi owns or services, to avoid potential foreclosure through modifications, extensions, forbearances, and reinstatements of loans totaling more than $9 billion. Citi was able to keep more than 9 out of 10 distressed borrowers with Citi mortgages owned by the Company in their homes. Also, Citi's U.S. Cards business is currently providing help to 1.3 million card members to help them manage their credit card debt through a variety of forbearance programs.NM    Not meaningful


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EVENTS IN 2009
REGIONAL CONSUMER BANKING

        Certain significant events duringRegional Consumer Banking (RCB) consists of Citigroup's four regional consumer banking businesses that provide traditional banking services to retail customers.RCB also contains Citigroup's branded cards business and Citi's local commercial banking business.RCB is a globally diversified business with over 4,200 branches in 39 countries around the world. During the first quarter of 20092010, 53% of totalRCB revenues were from outsideNorth America. Additionally, the majority of international revenues and loans were from emerging economies inAsia, Latin America, and Central and Eastern Europe. At March 31, 2010,RCB had or could have, an effect$313 billion of assets and $295 billion of deposits.

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2010 2009 

Net interest revenue

 $5,917 $3,842  54%

Non-interest revenue

  2,165  2,511  (14)
        

Total revenues, net of interest expense

 $8,082 $6,353  27%
        

Total operating expenses

 $3,937 $3,504  12%
        

        Net credit losses

 $3,040 $1,174  NM 

        Credit reserve build/(release)

  (180) 686  NM 

        Provisions for benefits and claims

  44  42  5%
        

Provisions for loan losses and for benefits and claims

 $2,904 $1,902  53%
        

Income from continuing operations before taxes

 $1,241 $947  31%

Income taxes

  227  156  46 
        

Income from continuing operations

 $1,014 $791  28%

Net (loss) attributable to noncontrolling interests

  (5)    
        

Net income

 $1,019 $791  29%
        

Average assets(in billions of dollars)

 $308 $229  34%

Return on assets

  1.34% 1.40%   

Average deposits(in billions of dollars)

  289  256  13 
        

Managed net credit losses as a percentage of average managed loans

  5.57% 5.06%   
        

Revenue by business

          

    Retail banking

 $3,814 $3,537  8%

    Citi-branded cards

  4,268  2,816  52 
        

            Total GAAP revenues

 $8,082 $6,353  27 

    Net impact of credit card securitization activity(1)

    1,484  (100)
        

    Total managed revenues

 $8,082 $7,837  3%
        

Net credit losses by business

          

    Retail banking

 $289 $338  (14)%

    Citi-branded cards

  2,751  836  NM 
        

        Total GAAP net credit losses

 $3,040 $1,174  NM 

    Net impact of credit card securitization activity(1)

    1,491  (100)
        

    Total managed net credit losses

 $3,040 $2,665  14%
        

Income (loss) from continuing operations by business

          

    Retail banking

 $848 $650  30%

    Citi-branded cards

  166  141  18 
        

            Total

 $1,014 $791  28%
        

(1)
See discussion of adoption of SFAS 166/167 on Citigroup's currentpage 3 and future financial condition, resultsNote 1 to the Consolidated Financial Statements.

NM    Not meaningful


Table of operations, liquidity and capital resources. These events are summarized below and discussed in more detail throughout this MD&A.Contents

EXCHANGE OFFER AND CONVERSIONS
NORTH AMERICA REGIONAL CONSUMER BANKING

        On February 27, 2009, Citigroup announced an exchange offerNorth America Regional Consumer Banking (NA RCB) provides traditional banking and Citi-branded card services to retail customers and small to mid-size businesses in the U.S.NA RCB's approximately 1,000 retail bank branches and 13.5 million retail customer accounts are largely concentrated in the greater metropolitan areas of its common stock for up to a total of $27.5New York, Los Angeles, San Francisco, Chicago, Miami, Washington, D.C., Boston, Philadelphia, and certain larger cities in Texas. At March 31, 2010,NA RCB had approximately $31.5 billion of its existing preferred securitiesretail banking and trust preferred securities atresidential real estate loans and $146.3 billion of deposits. In addition,NA RCB had approximately 21.8 million Citi-branded credit card accounts, with $77.7 billion in outstanding loan balances.

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2010 2009 

Net interest revenue

 $2,954 $1,192  NM 

Non-interest revenue

  847  1,311  (35)%
        

Total revenues, net of interest expense

 $3,801 $2,503  52%
        

Total operating expenses

 $1,611 $1,494  8%
        

    Net credit losses

 $2,157 $257  NM 

    Credit reserve build

  4  253  (98)%

    Provisions for benefits and claims

  8  13  (38)
        

Provisions for loan losses and for benefits and claims

 $2,169 $523  NM 
        

Income from continuing operations before taxes

 $21 $486  (96)%

Income taxes (benefits)

  (1) 129  (101)
        

Income from continuing operations

 $22 $357  (94)%

Net income attributable to noncontrolling interests

       
        

Net income

 $22 $357  (94)%
        

Average assets(in billions of dollars)

 $121 $72  68%

Average deposits(in billions of dollars)

  144.2  130.9  10 
        

Managed net credit losses as a percentage of average managed loans(1)

  7.85% 6.04%   
        

Revenue by business

          

    Retail banking

 $1,280 $1,296  (1)%

    Citi-branded cards

  2,521  1,207  NM 
        

        Total GAAP revenues

 $3,801 $2,503  52 

    Net impact of credit card securitization activity(2)

    1,484  (100)
        

    Total managed revenues

 $3,801 $3,987  (5)%
        

Net credit losses by business

          

    Retail banking

 $73 $56  30%

    Citi-branded cards

  2,084  201  NM 
        

        Total GAAP net credit losses

 $2,157 $257  NM 

    Net impact of credit card securitization activity(2)

    1,491  (100)
        

    Total managed net credit losses

 $2,157 $1,748  23%
        

Income (loss) from continuing operations by business

          

    Retail banking

 $184 $241  (24)%

    Citi-branded cards

  (162) 116  NM 
        

        Total

 $22 $357  (94)%
        

(1)
See "Managed Presentations" below.

(2)
See discussion of adoption of SFAS 166/167 on page 3 and Note 1 to the Consolidated Financial Statements.

NM    Not meaningful

1Q10 vs. 1Q09

Revenues, net of interest expense, increased 52%, primarily due to the consolidation of securitized credit card receivables pursuant to the adoption of FAS 166/167 effective January 1, 2010. On a conversion pricemanaged basis, revenues, net of $3.25 per share (Exchange Offer). As described above, on May 7, 2009, the Company announced that it will expand the Exchange Offerinterest expense, decreased 5%, primarily reflecting lower volumes in cards and mortgages, which were partially offset by increasing the maximum amount of preferred securities and trust preferred securities that it will acceptpricing actions in the Exchange Offer by $5.5 billion to a total of $33 billion. All other terms of the Exchange Offer, including that the USG will match the Exchange Offer up to a maximum of $25 billion of its preferred stock at the same conversion price, remain unchanged. All remaining preferred stock held by the USG that is not converted to common stockbranded cards portfolio in the Exchange Offer will be exchanged into newly issued 8% trust preferred securities.

        This transaction could increase Tier 1 Commonlatter part of the Company from the2009 and first quarter of 2009 level of $22.1 billion to as much as $86.2 billion, which assumes the exchange of $33 billion of preferred securities and trust preferred securities, the maximum eligible under the transaction. Citi's tangible common equity (TCE), which was $30.9 billion as of March 31, 2009, will increase by as much as $60.4 billion to up to $91.3 billion.

        Based on the maximum participation2010, in the Exchange Offer, the USG would own approximately 34% of Citi's outstanding common stock and existing common stockholders would own approximately 24%anticipation of the outstanding common stock.

        Citi intends to continue to pay full dividends on the preferred stock up toCARD Act, and including the closing of the public exchange offers, at which point the dividends will be suspended. Citi does not intend to pay common stock dividends during this period. The Company has no plans to suspend distributions at current rates on its trust preferred securities.

        The accountinghigher deposit volumes in retail banking. See "Executive Summary—Business Outlook" for the Exchange Offer will result in the de-recognition of preferred stock and the recognition of the common stock issued at fair value, in theCommon stock andAdditional paid-in capital accounts in equity. The difference between the carrying amount of preferred stock and the fair value of the common stock will be recorded inRetained earnings (impacting net income available to common shareholders and EPS) orAdditional paid-in capital accounts in equity, depending on whether the preferred stock was originally non-convertible or convertible.

        For USG preferred stock that is converted to 8% trust preferred securities, the newly issued trust preferred securities will be initially recorded at fair value asLong-term debt. The difference between the carrying amount of the preferred stock and the fair value of the trust preferred securities will be recorded inRetained earnings after adjusting for appropriate deferred tax liability (impacting net income available to common shareholders and EPS).additional information.

        On January 23, 2009, pursuant to Citigroup's prior agreementa managed basis,net interest revenue was down 1% driven by the impact of lower volumes in cards, where average loans were down 5% from the prior-year period, and in mortgages, with average loans down 10%. This decline was also partially offset by the purchasers ofpricing actions in the $12.5 billion of convertible preferred stock issuedbranded cards portfolio and higher deposit volumes in retail banking, with average deposits up 10% from the prior-year period.

        On a private offering in January 2008, the conversion price was reset from $31.62 per share to $26.35 per share. The reset will result in Citigroup's issuing up to approximately 79 million additional common shares when the preferred stock is converted. There was no impact tomanaged basis,Net incomenon-interest revenue declined 15%, total Citigroup stockholders' equity or capital ratiosdriven by lower gains from mortgage loan sales and lower fees in cards mainly due to a 15% decline in open accounts from the reset. However, the reset resulted in a reclassification fromprior-year period.Retained earnings toAdditional paid-in capital of $1.285 billion reflecting the benefit of the reset to the preferred stockholders. The reclassification of $1.285 billion represents (i) the reset conversion rate ($12.5 billion divided by the reset price of $26.35) multiplied by (ii) the difference between Citi's stock price on the commitment date ($29.06) and the reset price ($26.35). This reclassification resulted in a corresponding reduction of income available to common shareholders during the first quarter of 2009, reducing basic and diluted EPS by approximately 24 cents.

THE SUPERVISORY CAPITAL ASSESSMENT PROGRAM (SCAP)

        On May 7, 2009, the USG released the results of its Supervisory Capital Assessment Program (SCAP). The SCAP constituted a comprehensive capital assessment of the 19 largest U.S. financial institutions, including Citi.

        Based on the results of the USG's assessment under the SCAP, Citi will be required to increase its Tier 1 Common by an additional $5.5 billion, which the Company intends to accomplish by expanding its previously-announced Exchange Offer (as described above) from $27.5 billion to $33 billion, an action that will require no additional USG investment or conversion of USG preferred securities into Citi common stock.

        Pursuant to the SCAP, any financial institution that is required to augment its capital as a result of the SCAP must develop a capital plan, to be approved by the Federal Reserve Board in consultation with the FDIC, and will have six months to implement this plan. Capital plans must be submitted and approved by June 8, 2009 and the required capital increase must be established by November 9, 2009. Like other financial institutions, Citi's capital plan must consist of three main elements:

        In addition, as required by the SCAP, Citi, like other financial institutions required to augment their capital, will review its existing management and Board of Directors in


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order to assure that the leadership of the Company has sufficient expertise and ability to manage the risks presented by the current economic environment and maintain capacity on its balance sheet sufficient to continue prudent lending to meet the credit needs of the economy. This review must be completed by June 8, 2009.

LOSS-SHARING AGREEMENT

        On January 16, 2009, Citigroup issued preferred shares to the U.S. Treasury (UST) and the FDIC, and a warrant to the UST, in exchange for $301 billion of loss protection on a specified pool of Citigroup assets. Under the agreement, the Company will absorb the first $39.5 billion of losses plus 10% of the remaining losses incurred.

        The fair value of the preferred shares of $3.529 billion was recorded asPreferred stock; the fair value of the warrant of $88 million was recorded as a credit toAdditional paid-in capitalOperating expenses atincreased 8% from the timeprior-year period. Excluding the impact of issuance; and an asset related to the loss-sharing agreement of $3.617 billion was recorded inOther assets. See "TARP and Other Regulatory Programs—U.S. Government Loss-Sharing Agreement." The loss-sharing agreement is accounted for as an indemnification agreement and amortized on a straight line basis over five years for non-residential assets and 10 years for residential assets. Amortization expense of $171 million was recordedlitigation reserve in the first quarter of 2009.2010, expenses were down 1% reflecting the benefits from re-engineering efforts and lower marketing costs.

        Provisions for loan losses and for benefits and claims increased $1.6 billion primarily due to the consolidation of securitized credit card receivables pursuant to the adoption of SFAS 166/167. On a comparable basis, provisions for loan losses and for benefits and claims increased 8% primarily due to rising net credit losses in the branded cards portfolio. Trends in the macroeconomic environment, including high unemployment and increased bankruptcy filings, drove higher credit costs. The USGbranded cards managed net credit loss ratio increased 240 basis points to 10.67%, while the retail banking net credit loss ratio increased 28 basis points to 0.94%. The increase in net credit losses was partially offset by a lower loan loss reserve build, down $249 million from the prior-year period.

Managed Presentations

 
 First Quarter 
 
 2010 2009 

Managed credit losses as a percentage of average managed loans

  7.85% 6.04%

Impact from credit card securitizations(1)

    3.91%
      

Net credit losses as a percentage of average loans

  7.85% 2.13%
      

(1)
See discussion of adoption of SFAS 166/167 on page 3 and Note 1 to the Consolidated Financial Statements.

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EMEA REGIONAL CONSUMER BANKING

EMEA Regional Consumer Banking (EMEA RCB) provides traditional banking and Citi-branded card services to retail customers and small to mid-size businesses, primarily in Central and Eastern Europe, the Middle East and Africa. Western Europe retail banking is included in Citi Holdings.EMEA RCB has repositioned its business, shifting from a strategy of widespread distribution to a focused strategy concentrating on larger urban markets within the region. An exception is Bank Handlowy, which has a 120-day confirmation period to finalizemass market presence in Poland. The countries in whichEMEA RCB has the compositionlargest presence are Poland, Turkey, Russia and the United Arab Emirates. At March 31, 2010,EMEA RCB had approximately 310 retail bank branches with approximately 3.7 million customer accounts, $4.9 billion in retail banking loans and $9.5 billion in deposits. In addition, the business had approximately 2.6 million Citi-branded card accounts with $2.9 billion in outstanding loan balances.

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2010 2009 

Net interest revenue

 $248 $224  11%

Non-interest revenue

  157  136  15 
        

Total revenues, net of interest expense

 $405 $360  13%
        

Total operating expenses

 $277 $256  8%
        

    Net credit losses

 $97  89  9%

    Credit reserve build/(release)

  (10) 72  NM 

    Provisions for benefits and claims

        
        

Provisions for loan losses and for benefits and claims

 $87 $161  (46)%
        

Income (loss) from continuing operations before taxes

 $41 $(57) NM 

Income taxes (benefits)

  14  (24) NM 
        

Income (loss) from continuing operations

 $27 $(33) NM 

Net income attributable to noncontrolling interests

      NM 
        

Net income (loss)

 $27 $(33)  
        

Average assets(in billions of dollars)

 $10 $11  (9)%

Return on assets

  1.10% (1.22)%   

Average deposits(in billions of dollars)

  9.7  8.3  17 
        

Net credit losses as a percentage of average loans

  4.98% 4.57%   
        

Revenue by business

          

    Retail banking

 $222 $205  8%

    Citi-branded cards

  183  155  18 
        

        Total

 $405 $360  13%
        

Income (loss) from continuing operations by business

          

    Retail banking

 $(6)$(41) 85%

    Citi-branded cards

  33  8  NM 
        

        Total

 $27 $(33) NM 
        

NM    Not meaningful

1Q10 vs. 1Q09

Revenues, net of the asset pool from the date that Citi submitted its revised asset pool.interest expense, increased 13%. The revised asset pool was submitted by Citigroup on April 15, 2009 and, therefore,increase in revenue is expected to be finalized by the USG by August 13, 2009. The advisorprimarily attributable to the USG has commenced its reviewimpact of the assets. In addition,foreign exchange translation (generally referred to throughout this report as "FX translation") and higher revenues in cards, partially offset by lower wealth management revenues due to spread compression and lower lending revenues as a result of receiptlower volumes due to tighter origination criteria. Investment sales were up 75% and assets under management increased by 26%.

Net interest revenue increased 11% mainly due to higher cards revenues, particularly in Russia and Poland, and the impact of principal repaymentsFX translation. Average cards loans grew 16%.

Non-interest revenue increased 15%, primarily driven by higher results from an equity investment in Turkey.

Operating expenses increased 8% mainly due to the impact of FX translation, partially offset by cost savings from branch closures, headcount reductions and charge-offs,re-engineering benefits.

Provisions for loan losses and for benefits and claims decreased by $74 million, to $87 million for the total asset pool has declinedcurrent period. Net credit losses for the period increased by approximately $17 billion from the original $301 billion. Approximately $2.0 billion of$8 million, primarily driven by higher losses on the asset pool were recordedin Poland. Release in loan loss reserves in the firstcurrent period was driven by improvement in the credit environment in most countries coupled with a decline in receivables. The cards net credit loss ratio increased from 4.68% in the prior year quarter to 6.97% in the current quarter. The retail banking net credit loss ratio decreased from 4.50% in the prior year quarter to 3.88% in the current quarter.


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LATIN AMERICA REGIONAL CONSUMER BANKING

Latin America Regional Consumer Banking (LATAM RCB) provides traditional banking and Citi-branded card services to retail customers and small to mid-size businesses, with the agreement-to-datelargest presence in Mexico and Brazil.LATAM RCB includes branch networks throughoutLatin America as well as Banamex, Mexico's second largest bank with over 1,700 branches. At March 31, 2010,LATAM RCB had approximately 2,203 retail branches, with 25.9 million customer accounts, $19.4 billion in retail banking loan balances and $40.6 billion in deposits. In addition, the business had approximately 12.1 million Citi-branded card accounts with $12.1 billion in outstanding loan balances.

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2010 2009 

Net interest revenue

 $1,458 $1,275  14%

Non-interest revenue

  618  649  (5)
        

Total revenues, net of interest expense

 $2,076 $1,924  8%
        

Total operating expenses

 $1,142 $958  19%
        

    Net credit losses

 $509 $541  (6)%

    Credit reserve build/(release)

  (136) 166  NM 

    Provision for benefits and claims

  36  29  24 
        

Provisions for loan losses and for benefits and claims

 $409 $736  (44)%
        

Income from continuing operations before taxes

 $525 $230  NM 

Income taxes

  136  11  NM 
        

Income from continuing operations

 $389 $219  78%

Net (loss) attributable to noncontrolling interests

  (5)    
        

Net income

 $394 $219  80%
        

Average assets(in billions of dollars)

 $72 $60  20%

Return on assets

  2.22% 1.48%   

Average deposits(in billions of dollars)

  39.6  34.1  16 
        

Net credit losses as a percentage of average loans

  6.75% 8.22%   
        

Revenue by business

          

    Retail banking

 $1,196 $1,026  17%

    Citi-branded cards

  880  898  (2)
        

        Total

 $2,076 $1,924  8%
        

Income (loss) from continuing operations by business

          

    Retail banking

 $256 $230  11%

    Citi-branded cards

  133  (11) NM 
        

        Total

 $389 $219  78%
        

NM    Not meaningful

1Q10 vs. 1Q09

Revenues, net of interest expense, increased 8%, mainly due to the impact of FX translation and higher lending and deposit volumes in retail banking, partially offset by spread compression in the cards portfolio.

Net interest revenue increased 14%, mainly driven by the impact of FX translation and higher lending and deposit volumes in retail banking. Average retail banking loans and deposits increased 21% and 16%, respectively. The increase in retail banking was partially offset by spread compression in the cards portfolio as a result from a lower risk profile.

Non-interest revenue decreased 5%, primarily due to lower fees in the cards business. These declines were partially offset by higher investment sale revenues. Investment sales increased 24% compared to the prior-year period.

Operating expenses increased 19% mainly due to the impact of FX translation. Excluding the impact of FX translation, the increase in operating expenses was driven by the absence of an equity compensation accrual reversal in the prior-year period and the cost of 138 additional branch openings.

Provisions for loan losses and for benefits and claims decreased 44%, mainly driven by a loan loss reserve release in the current period reflecting improved credit conditions, especially in Mexico cards. The cards net credit loss ratio declined across the region during the period, from 15.3% to approximately $2.9 billion. See "TARP and Other Regulatory Programs—U.S. Government Loss-Sharing Agreement."14.0%, reflecting continued economic recovery in the region. The retail banking net credit loss ratio dropped significantly from 2.96% to 1.96%.


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ITEMS IMPACTING THE
ASIA REGIONAL CONSUMER BANKING

Asia Regional Consumer Banking (Asia RCB) provides traditional banking and Citi-branded card services to retail customers and small to mid-size businesses, with the largest Citi presence in South Korea, Australia, Singapore, India, Taiwan, Malaysia, Japan and Hong Kong. At March 31, 2010,Asia RCB had approximately 704 retail branches, $98.4 billion in customer deposits, 16.1 million customer accounts and $54.8 billion in retail banking loans. In addition, the business had approximately 14.8 million Citi-branded card accounts with $17.5 billion in outstanding loan balances.

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2010 2009 

Net interest revenue

 $1,257 $1,151  9%

Non-interest revenue

  543  415  31 
        

Total revenues, net of interest expense

 $1,800 $1,566  15%
        

Total operating expenses

 $907 $796  14%
        

    Net credit losses

 $277 $287  (3)%

    Credit reserve build/(release)

  (38) 195  NM 
        

Provisions for loan losses and for benefits and claims

 $239 $482  (50)%
        

Income from continuing operations before taxes

 $654 $288  NM 

Income taxes

  78  40  95%
        

Income from continuing operations

 $576 $248  NM 

Net income attributable to noncontrolling interests

       
        

Net income

 $576 $248  NM 
        

Average assets(in billions of dollars)

 $105 $86  22%

Return on assets

  2.22% 1.17%   

Average deposits(in billions of dollars)

  95.7  83.1  15 
        

Net credit losses as a percentage of average loans

  1.57% 1.89%   
        

Revenue by business

          

    Retail banking

 $1,116 $1,010  10%

    Citi-branded cards

  684  556  23 
        

        Total

 $1,800 $1,566  15%
        

Income from continuing operations by business

          

    Retail banking

 $414 $220  88%

    Citi-branded cards

  162  28  NM 
        

      �� Total

 $576 $248  NM 
        

NM    Not meaningful

1Q10 vs. 1Q09

Revenues, net of interest expense increased 15% reflecting the impact of FX translation as well as higher cards purchase sales, investment sales and loan and deposit volumes, partially offset by spread compression in deposits.

Net interest revenue was 9% higher than the prior-year period, mainly due to the impact of FX translation, and higher lending and deposit volumes. Excluding the impact of FX translation, net interest revenue was essentially flat. Average loans and deposits were up 16% and 15%, respectively, driven mostly by the impact of FX translation. While lending spreads remained relatively constant, lower deposit spreads reflected the continued low interest rate environment across the region.

Non-interest revenue increased 31%, primarily due to higher investment revenues, higher cards purchase sales, and the impact of FX translation.

Operating expenses increased 14%, primarily due to the impact of FX translation. Excluding the impact of FX translation, the increase was 4%, driven primarily by an increase in volumes and continued investment.

Provisions for loan losses and for benefits and claims decreased 50%, mainly due to the impact of a $38 million loan loss reserve release in the first quarter of 2010, compared to a $195 million loan loss reserve build in the prior-year quarter, and lower net credit losses. These declines were partially offset by the impact of FX translation. Delinquencies and net credit losses improved as Asia showed continuing signs of economic recovery and increased levels of customer activity. The cards net credit loss ratio decreased from 4.60% in the prior year period to 4.50% in the current quarter. The retail banking net credit loss ratio decreased from 0.98% in the prior year quarter to 0.60% in the current quarter.


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INSTITUTIONAL CLIENTS GROUP

Institutional Clients Group (ICG) includesSecurities and Banking andTransaction Services.ICG provides corporate, institutional and high net worth clients with a full range of products and services, including cash management, trading, underwriting, lending and advisory services, around the world.ICG's international presence is supported by trading floors in approximately 75 countries and a proprietary network withinTransaction Services in approximately 95 countries. At March 31, 2010,ICG had approximately $923 billion of assets and $435 billion of deposits.

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2010 2009 

Commissions and fees

 $554 $440  26%

Administration and other fiduciary fees

  1,275  1,227  4 

Investment banking

  953  941  1 

Principal transactions

  3,344  6,950  (52)

Other

  361  347  4 
        

    Total non-interest revenue

 $6,487 $9,905  (35)%

    Net interest revenue (including dividends)

  3,953  4,669  (15)
        

Total revenues, net of interest expense

 $10,440 $14,574  (28)%

Total operating expenses

  4,548  3,895  17 

    Net credit losses

  102  77  32 

    Provision for unfunded lending commitments

  (7) 32  NM 

    Credit reserve build/(release)

  (180) 312  NM 

    Provisions for benefits and claims

       
        

Provisions for loan losses and benefits and claims

 $(85)$421  NM 
        

Income from continuing operations before taxes

 $5,977 $10,258  (42)%

Income taxes

  1,830  3,218  (43)
        

Income from continuing operations

 $4,147 $7,040  (41)%

Net income (loss) attributable to noncontrolling interests

  26  (3) NM 
        

Net income

 $4,121 $7,043  (41)%
        

Average assets(in billions of dollars)

 $932 $874  7%

Return on assets

  1.79% 3.27%   
        

Revenues by region

          

    North America

 $4,192 $5,605  (25)%

    EMEA

  3,348  5,066  (34)

    Latin America

  951  1,143  (17)

    Asia

  1,949  2,760  (29)
        

        Total

 $10,440 $14,574  (28)%
        

Income from continuing operations by region

          

    North America

 $1,583 $2,635  (40)%

    EMEA

  1,338  2,497  (46)

    Latin America

  429  572  (25)

    Asia

  797  1,336  (40)
        

        Total

 $4,147 $7,040  (41)%
        

Average loans by region(in billions of dollars)

          

    North America

 $64 $57  12%

    EMEA

  36  48  (25)

    Latin America

  22  21  5 

    Asia

  31  30  3 
        

        Total

 $153 $156  (2)%
        

NM    Not meaningful


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SECURITIES AND BANKING BUSINESS

Securities and Banking Significant(S&B) offers a wide array of investment and commercial banking services and products for corporations, governments, institutional and retail investors, and ultra-high net worth individuals.S&B includes investment banking and advisory services, lending, debt and equity sales and trading, institutional brokerage, foreign exchange, structured products, cash instruments and related derivatives, and private banking.S&B revenue is generated primarily from fees for investment banking and advisory services, fees and interest on loans, fees and spread on foreign exchange, structured products, cash instruments and related derivatives, income earned on principal transactions, and fees and spreads on private banking services.

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2010 2009 

Net interest revenue

 $2,565 $3,263  (21)%

Non-interest revenue

  5,438  8,937  (39)
        

Revenues, net of interest expense

 $8,003 $12,200  (34)%

Total operating expenses

  3,397  2,821  20 
 

Net credit losses

  101  74  36 
 

Provisions for unfunded lending commitments

  (7) 32  NM 
 

Credit reserve build/(release)

  (162) 314  NM 
 

Provisions for benefits and claims

       
        

Provisions for loan losses and benefits and claims

 $(68)$420  NM 
        

Income before taxes and noncontrolling interests

 $4,674 $8,959  (48)%

Income taxes

  1,468  2,823  (48)

Income from continuing operations

  3,206  6,136  (48)

Net income attributable to noncontrolling interests

  21  1  NM 
        

Net income

 $3,185 $6,135  (48)%
        

Average assets(in billions of dollars)

 $868 $816  6%

Return on assets

  1.49% 3.05%   
        

Revenues by region

          
 

North America

 $3,553 $5,016  (29)%
 

EMEA

  2,515  4,222  (40)
 

Latin America

  607  800  (24)
 

Asia

  1,328  2,162  (39)
        

Total revenues

 $8,003 $12,200  (34)%
        

Net income from continuing operations by region

          
 

North America

 $1,424 $2,497  (43)%
 

EMEA

  1,032  2,171  (52)
 

Latin America

  272  412  (34)
 

Asia

  478  1,056  (55)
        

Total net income from continuing operations

 $3,206 $6,136  (48)%
        

Securities and Banking revenue details

          
 

Total investment banking

 $1,057 $983  8%
 

Lending

  243  (363) NM 
 

Equity markets

  1,213  1,605  (24)
 

Fixed income markets

  5,380  10,023  (46)
 

Private bank

  494  504  (2)
 

Other Securities and Banking

  (384) (552) 30 
        

Total Securities and Banking revenues

 $8,003 $12,200  (34)%
        

NM    Not meaningful


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1Q10 vs. 1Q09

Revenues, net of interest expense, in the first quarter of 2010, were $8.0 billion, compared to $12.2 billion in the first quarter of 2009, which was a particularly strong quarter driven by strong fixed income markets revenues, as well as $2.7 billion of positive CVA (versus $0.3 billion of positive CVA in the first quarter of 2010). Fixed income markets revenues excluding CVA declined $2.4 billion to $5.1 billion, driven by the high volatility and historically wide spreads exhibited in the first quarter of 2009. Equity markets revenues declined $0.4 billion to $1.2 billion, due to a challenging market environment as volatility trended downward. The $2.4 billion CVA decrease primarily reflected less significant movements in Citigroup spreads in the first quarter of 2010 compared to the prior year period. Investment banking revenues increased $74 million to $1.1 billion, led by stronger market volumes in equity underwriting and increased revenues in debt underwriting due to outperformance in leveraged finance and a strong high-yield bond market in the first quarter of 2010. This was partially offset by a decline in advisory revenues in the first quarter of 2010 resulting from a reduction in completed M&A transaction volume. Lending revenues increased from $(363) million to positive $243 million, driven by a reduction in losses on credit default swap hedges and an improvement in net interest margin.

Operating expenses increased 20%, or $0.6 billion to $3.4 billion, mainly driven by higher compensation costs.

Provisions for loan losses and for benefits and claims decreased by $0.5 billion to negative $68 million, primarily attributable to a $162 million net loan loss reserve release in the current quarter (versus a $314 million net loan loss reserve build in the prior year period) as the environment showed signs of stabilization, partially offset by higher net credit losses.


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TRANSACTION SERVICES

Transaction Services is composed of Treasury and Trade Solutions (TTS) and Securities and Fund Services (SFS). TTS provides comprehensive cash management and trade finance for corporations, financial institutions and public sector entities worldwide. SFS provides custody and funds services to investors such as insurance companies and mutual funds, clearing services to intermediaries such as broker-dealers, and depository and agency/trust services to multinational corporations and governments globally. Revenue Itemsis generated from net interest revenue on deposits in TTS and Risk ExposureSFS, as well as from trade loans and from fees for transaction processing and fees on assets under custody in SFS.

 
 Pretax Revenue
Marks
(in millions)
 Risk Exposure
(in billions)
 
 
 First Quarter 2009 Mar. 31,
2009
 Dec. 31,
2008
 %
Change
 

Sub-prime related direct exposures

 $(2,296)$10.2 $14.1  (28)%

Private Equity and equity investments

  (1,240) 8.5  11.3  (25)

CVA related to exposure to monoline insurers

  (1,090) N/A  N/A   

Alt-A Mortgages(1)

  (490) 12.5  12.6  (1)

Highly leveraged loans and financing commitments(2)

  (247) 9.5  10.0  (5)

Commercial Real Estate (CRE) positions(2)(3)

  (186) 36.1  37.5  (4)

Structured Investment Vehicles' (SIVs) Assets

  (47) 16.2  16.6  (2)

Auction Rate Securities (ARS) proprietary positions

  (23) 8.5  8.8  (3)

CVA on Citi debt liabilities under fair value option

  180  N/A  N/A   

CVA on derivatives positions, excluding monoline insurers

  2,738  N/A  N/A   
          

Subtotal

 $(2,701)         

Non-credit accretion on reclassified assets

  541          
          

Total significant revenue items

 $(2,160)         
          

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2010 2009 

Net interest revenue

 $1,388 $1,406  (1)%

Non-interest revenue

  1,049  968  8 
        

Total revenues, net of interest expense

 $2,437 $2,374  3%

Total operating expenses

  1,151  1,074  7 

Provisions for loan losses and for benefits and claims

  (17) 1  NM 
        

Income before taxes and noncontrolling interests

 $1,303 $1,299   

Income taxes

  362  395  (8)%

Income from continuing operations

  941  904  4 

Net income (loss) attributable to noncontrolling interests

  5  (4) NM 
        

Net income

 $936 $908  3%
        

Average assets(in billions of dollars)

 $64 $58  10%

Return on assets

  5.93% 6.35%   
        

Revenues by region

          

    North America

 $639 $589  8%

    EMEA

  833  844  (1)

    Latin America

  344  343   

    Asia

  621  598  4 
        

Total revenues

 $2,437 $2,374  3%
        

Revenue Details

          

    Treasury and Trade Solutions

 $1,781 $1,750  2%

    Securities and Fund Services

  656  624  5 
        

Total revenues

 $2,437 $2,374  3%
        

Income from continuing operations by region

          

    North America

 $159 $138  15%

    EMEA

  306  326  (6)

    Latin America

  157  160  (2)

    Asia

  319  280  14 
        

Total net income from continuing operations

 $941 $904  4%
        

Key indicators(in billions of dollars)

          

Average deposits and other customer liability balances

 $319 $278  15%

EOP assets under custody(in trillions of dollars)

  11.8  10.5  12 
        

NM    Not meaningful

1Q10 vs. 1Q09

Revenues, net of interest expense, grew 3% as improvement in fees in both the TTS and SFS businesses more than offset spread compression. Average deposits and Assets under custody were up 15% and 12%, respectively, from a year ago.

Treasury and Trade Solutions revenue increased 2%, driven primarily by stronger performances in the Trade business as well as increased balances, offset partially by spread compression.

Securities and Funds Services revenues increased 5%, driven by higher asset valuations and volumes.

Operating expenses increased 7%, related to continued increased investment spend required to support future business growth.

Provisions for loan losses and for benefits and claims declined by $18 million, primarily attributable to overall portfolio improvement.


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CITI HOLDINGS

        Citi Holdings contains businesses and portfolios of assets that Citigroup has determined are not central to its core Citicorp business. These noncore businesses tend to be more asset-intensive and reliant on wholesale funding and also may be product-driven rather than client-driven. Citi intends to exit these businesses as quickly as practicable yet in an economically rational manner through business divestitures, portfolio run-off and asset sales. Citi has made substantial progress divesting and exiting businesses from Citi Holdings, having completed 20 divestitures since the beginning of 2009 through March 31, 2010, including Smith Barney, Nikko Cordial Securities, Nikko Asset Management, Financial Institution Credit Card business (FI) and Diners Club North America. Citi Holdings' assets have been reduced by approximately 16%, or $96 billion, from the first quarter of 2009 and 39% from the peak in the first quarter of 2008. Citi Holdings' assets represented approximately 25% of Citi's assets as of March 31, 2010. Asset reductions from Citi Holdings have the combined benefits of further fortifying Citigroup's capital base, lowering risk, simplifying the organization and allowing Citi to allocate capital to fund long-term strategic businesses.

        Citi Holdings consists of the following businesses:Brokerage and Asset Management; Local Consumer Lending; andSpecial Asset Pool.

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2010 2009 

    Net interest revenue

 $4,373 $5,057  (14)%

    Non-interest revenue

  2,177  (1,963) NM 
        

Total revenues, net of interest expense

 $6,550 $3,094  NM 
        

Provisions for credit losses and for benefits and claims

          

    Net credit losses

 $5,241 $6,027  (13)%

    Credit reserve build

  340  1,637  (79)
        

    Provision for loan losses

 $5,581 $7,664  (27)%

    Provision for benefits and claims

  243  290  (16)

    Provision for unfunded lending commitments

  (26) 28  NM 
        

    Total provisions for credit losses and for benefits and claims

 $5,798 $7,982  (27)%
        

Total operating expenses

 $2,574 $4,185  (38)%
        

(Loss) from continuing operations before taxes

 $(1,822)$(9,073) 80%

Benefits for income taxes

  (946) (3,588) 74 
        

Income (loss) from continuing operations

 $(876)$(5,485) 84%

Net income (loss) attributable to noncontrolling interests

  11  (11) NM 
        

Citi Holdings net (loss)

 $(887)$(5,474) 84%
        

Balance sheet data(in billions of dollars)

          

Total EOP assets

 $503 $599  (16)%
        

Total EOP deposits

 $86 $85  1%
        

Total GAAP Revenues

 $6,550 $3,094  NM 

    Net Impact of Credit Card Securitization Activity(1)

    968  (100)%
        

Total Managed Revenues

 $6,550 $4,062  61%
        

GAAP Net Credit Losses

 $5,241 $6,027  (13)%

    Impact of Credit Card Securitization Activity(1)

    1,057  (100)
        

Total Managed Net Credit Losses

 $5,241 $7,084  (26)%
        

(1)
See discussion of adoption of SFAS 166/167 on page 3 and Note 1 to the Consolidated Financial Statements.

NM    Not meaningful


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BROKERAGE AND ASSET MANAGEMENT

Brokerage and Asset Management (BAM), which constituted approximately 6% of Citi Holdings by assets as of March 31, 2010, consists of Citi's global retail brokerage and asset management businesses. This segment was substantially affected by, and reduced in size in 2009 due to, the divestitures of Smith Barney (to the Morgan Stanley Smith Barney joint venture (MSSB JV)) and Nikko Cordial Securities. At March 31, 2010,BAM had approximately $31 billion of assets, primarily consisting of Citi's investment in, and associated earnings from, the MSSB JV. Morgan Stanley has options to purchase Citi's remaining stake in the MSSB JV over three years starting in 2012.

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2010 2009 

Net interest revenue

 $(65)$364  NM 

Non-interest revenue

  405  1,243  (67)%
        

Total revenues, net of interest expense

 $340 $1,607  (79)%
        

Total operating expenses

 $265 $1,499  (82)%
        
 

Net credit losses

 $11 $   
 

Credit reserve build/(release)

  (7) 43   
 

Provision for unfunded lending commitments

       
 

Provision for benefits and claims

  9  11  (18)%
        

Provisions for loan losses and for benefits and claims

 $13 $54  (76)%
        

Income from continuing operations before taxes

 $62 $54  15%

Income taxes (benefits)

  (19) 20  NM 
        

Income from continuing operations

 $81 $34  NM 

Net (loss) attributable to noncontrolling interests

  (5) (17) 71%
        

Net income

 $86 $51  69%
        

EOP assets(in billions of dollars)

 $31 $47  (34)%

EOP deposits(in billions of dollars)

  59  59   
        

NM    Not meaningful

1Q10 vs. 1Q09

Revenues, net of interest expense, decreased 79% from the prior-year period, primarily driven by the absence of Smith Barney revenue, partially offset by favorable net revenue marks in retail alternative investments and the sale of Chilean pension fund administrator AFP Habitat.

Operating expenses decreased 82% from the prior-year period, mainly driven by the absence of Smith Barney expenses and the absence of restructuring expenses in retail alternative investments incurred in the first quarter of 2009.

Provisions for loan losses and for benefits and claims decreased 76%, driven by a $50 million change in the reserve build in the first quarter of 2010.

Assets declined 34% versus the prior-year period, mostly driven by the sales of Nikko Cordial Securities and Nikko Asset Management, offset partially by the net impact of the MSSB JV.


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LOCAL CONSUMER LENDING

Local Consumer Lending (LCL), which constituted approximately 69% of Citi Holdings by assets as of March 31, 2010, includes a portion of Citigroup's North American mortgage business, retail partner cards, Western European cards and retail banking, CitiFinancial North America, Primerica (whose IPO closed on April 7, 2010), Student Loan Corporation and other local consumer finance businesses globally. At March 31, 2010,LCL had $346 billion of assets ($314 billion inNorth America). Approximately $152 billion of assets inLCL as of March 31, 2010 consisted of U.S. mortgages in the company's CitiMortgage and CitiFinancial operations. The North American assets consist of residential mortgage loans, retail partner card loans, student loans, personal loans, auto loans, commercial real estate, and other consumer loans and assets.

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2010 2009 

Net interest revenue

 $4,020 $3,704  9%

Non-interest revenue

  650  2,317  (72)
        

Total revenues, net of interest expense

 $4,670 $6,021  (22)%
        

Total operating expenses

 $2,178 $2,470  (12)%
        
 

Net credit losses

 $4,938 $4,517  9%
 

Credit reserve build

  386  1,562  (75)
 

Provision for benefits and claims

  234  279  (16)
 

Provision for unfunded lending commitments

       
        

Provisions for loan losses and for benefits and claims

 $5,558 $6,358  (13)%
        

(Loss) from continuing operations before taxes

 $(3,066)$(2,807) (9)%

Income taxes (benefits)

  (1,228) (1,236) 1 
        

(Loss) from continuing operations

 $(1,838)$(1,571) (17)%

Net income attributable to noncontrolling interests

    7  (100)
        

Net (loss)

 $(1,838)$(1,578) (16)%
        

Average assets(in billions of dollars)

 $355 $368  (4)%
        

Managed net credit losses as a percentage of average managed loans(1)

  6.30% 6.36%   
        

Revenue by business

          
 

International

 $335 $2,024  (83)%
 

Retail Partner Cards

  2,206  1,527  44 
 

North America (ex Cards)

  2,129  2,470  (14)
        
  

Total GAAP Revenues

 $4,670 $6,021  (22)%
 

Net impact of credit card securitization activity(2)

    968  (100)
        
 

Total Managed Revenues

 $4,670 $6,989  (33)%
        

Net Credit Losses by business

          
 

International

 $612 $818  (25)%
 

Retail partner cards

  1,932  901  NM 
 

North America (ex Cards)

  2,394  2,798  (14)
        
  

Total GAAP net credit losses

 $4,938 $4,517  9%
 

Net impact of credit card securitization activity(2)

    1,057  (100)
        
 

Total Managed Net Credit Losses

 $4,938 $5,574  (11)%
        

(1)
See "Managed Presentations" below.

(2)
See discussion of adoption of SFAS 166/167 on page 3 and Note 1 to the Consolidated Financial Statements.

1Q10 vs. 1Q09

Revenues, net of interest expense decreased 22% from the prior-year period, mostly due to lower non-interest revenue (discussed below).Net interest revenue increased 9% primarily due to the adoption of SFAS 166/167 in the first quarter of 2010 and the impact of retail partner cards pricing actions in the latter part of 2009 and first quarter of 2010, in anticipation of the CARD Act. See "Executive Summary—Business Outlook" for additional information. This was partially offset by lower balances and the impact of higher delinquencies, interest write-offs, and loan modification programs.Non-interest revenue decreased 72% mainly driven by the absence of the $1.1 billion gain on the sale of Redecard shares in the prior-year period, losses on asset sales, and the adoption of SFAS 166/167 in the current quarter.

Operating expenses declined 12% due to lower volumes, re-engineering benefits, and the absence of costs associated with the U.S. government loss-sharing agreement which was exited in the fourth quarter of 2009.

Provisions for loan losses and for benefits and claims decreased 13% from the prior period reflecting a $1.2 billion decrease in the reserve build, partially offset by higher net credit losses (NCLs) primarily in the retail partner cards business due to the adoption of SFAS 166/167. On a managed basis, NCLs were lower across most businesses, primarily reflecting lower severity of loss, sales of non-performing assets, and the impact of modification programs in real estate, as well as an improvement in international credit trends.


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Managed Presentations

 
 First Quarter 
 
 2010 2009 

Managed credit losses as a percentage of average managed loans

  6.30% 6.36%

Impact from credit card securitizations(1)

    0.62 
      

Net credit losses as a percentage of average loans

  6.30% 5.74%
      

(1)
See discussion of adoption of SFAS 166/167 on page 3 and Note 1 to the Consolidated Financial Statements.

Assets declined 4% versus the prior-year period primarily driven by portfolio run-off, higher loan loss reserve balances, and the impact of asset sales and divestitures, partially offset by an increase of $41 billion resulting from the adoption of SFAS 166/167.


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SPECIAL ASSET POOL

Special Asset Pool (SAP), which constituted approximately 25% of Citi Holdings by assets as of March 31, 2010, is a portfolio of securities, loans and other assets that Citigroup intends to actively reduce over time through asset sales and portfolio run-off. At March 31, 2010,SAP had $126 billion of assets.SAP assets have declined by $202 billion, or 62% from peak levels in the fourth quarter of 2007 reflecting cumulative asset sales, write-downs and portfolio run-off. Approximately 58% ofSAP assets are now accounted for on an accrual basis, which has helped reduce income volatility.

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2010 2009 

Net interest revenue

 $418 $989  (58)%

Non-interest revenue

  1,122  (5,523) NM 
        

Revenues, net of interest expense

 $1,540 $(4,534) NM 
        

Total operating expenses

  131  216  (39)%
        

    Net credit losses

 $292 $1,510  (81)%

    Provision for unfunded lending commitments

  (26) 28  NM 

    Credit reserve builds/(release)

  (39) 32  NM 
        

Provisions for loan losses and for benefits and claims

 $227 $1,570  (86)%
        

Income (loss) from continuing operations before taxes

 $1,182 $(6,320) NM 

Income taxes (benefits)

  301  (2,372) NM 
        

Income (loss) from continuing operations

 $881 $(3,948) NM 

Net income (loss) attributable to noncontrolling interests

  16  (1) NM 
        

Net income (loss)

 $865 $(3,947) NM 
        

EOP assets(in billions of dollars)

 $126 $193  (35)%
        

NM    Not meaningful

1Q10 vs. 1Q09

Revenues, net of interest expense, increased $6.1 billion from the prior-year period primarily due to favorable net revenue marks relative to the year-ago levels (positive net revenue marks of $1.4 billion in the first quarter of 2010 versus negative net revenue marks of $4.5 billion in the prior year period). Revenue in the current quarter included positive marks of $804 million on subprime-related direct exposures, $398 million related to CVA on the monoline insurers, and $395 million related to non-credit accretion, offset by negative revenues of $164 million on Alt-A mortgages and $48 million of other net write-downs and losses.

Operating expenses decreased 39% primarily driven by the absence of costs associated with the U.S. government loss-sharing agreement which was exited in the fourth quarter of 2009, lower franchise taxes, legal fees, and transaction expenses.

Provisions for loan losses and for benefits and claims decreased 86% to $227 million, driven by a $1.2 billion decrease in net credit losses.

Assets declined $67 billion, or 35% , versus the prior-year period, primarily driven by amortization and prepayments, sales, marks and charge-offs.


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        The following table provides details of the composition ofSAP assets as of March 31, 2010.

 
 Assets within Special Asset Pool as of
March 31, 2010
 
In billions of dollars Carrying
value
of assets
 Face value Carrying value
as % of face
value
 

Securities in Available-for-Sale (AFS)

          

    Corporates

 $7.6 $7.8  98%

    Prime and non-U.S. mortgage-backed securities (MBS)

  4.7  5.8  81 

    Auction rate securities (ARS)

  2.4  2.9  82 

    Other securities(1)

  1.7  1.9  89 
        

Total securities in AFS

 $16.4 $18.4  89%
        

Securities in Held-to-Maturity (HTM)

          

    Prime and non-U.S. MBS

 $11.8 $14.5  81%

    Alt-A mortgages

  10.3  20.2  51 

    Corporates

  7.6  8.7  87 

    ARS

  5.3  7.4  72 

    Other securities(2)

  7.4  9.9  74 
        

Total securities in HTM

 $42.4 $60.7  70 
        

Loans, leases and letters of credit (LCs) in Held-for-Investment (HFI)/Held-for-Sale (HFS)(3)

          

    Corporates

 $13.8 $15.2  91%

    Commercial real estate (CRE)

  9.2  10.7  86 

    Other

  2.6  3.2  81 

    Loan loss reserves

  (3.5) NM  NM 
        

Total loans, leases and LCs in HFI/HFS

 $22.1  NM  NM 
        

Mark-to-market

          

    Subprime securities

 $5.9 $12.7  46%

    Other securities(4)

  5.3  23.2  23 

    Derivatives

  6.8  NM  NM 

    Loans, leases and letters of credit

  4.2  6.8  63 

    Repurchase agreements

  6.4  NM  NM 
        

Total mark to market

 $28.6  NM  NM 
        

Highly leveraged finance commitments

 $1.7 $3.3  52%

Equities (excludes ARS in AFS)

  6.3  NM  NM 

Monolines

  1.3  NM  NM 

Consumer and other(5)

  6.7  NM  NM 
        

Total

 $125.5       
        

(1)
Includes municipals ($1.0 billion) and asset-backed securities (ABS) ($0.6 billion).

(2)
Includes structured investment vehicle (SIV) assets that are not otherwise included in the categories above ($4.6 billion).

(3)
Held-for-sale (HFS) accounts for approximately $1.1 billion of the total.

(4)
Includes $1.5 billion of corporates and $1.5 billion of commercial real estate.

(5)
Includes $2.0 billion of small business banking and finance loans and $1.1 billion of personal loans.

Notes: Assets in the SIVs have been allocated to the corresponding asset categories above.SAP had total CRE assets of $12.8 billion at March 31, 2010 (78% in HFI/HFS, 13% in mark-to-market, 7% in equity method investments and 2% in AFS/HTM).

Excludes Discontinued Operations.

NM    Not meaningful


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Items Impacting SAP Revenues

        The table below provides additional information regarding the net revenue marks affecting theSAP during the first quarter of 2010 and 2009, respectively.

 
 Pretax revenue 
In millions of dollars First
Quarter
2010
 First
Quarter
2009
 

Subprime-related direct exposures(1)

 $804 $(2,296)

CVA related to exposure to monoline insurers

  398  (1,090)

Alt-A mortgages(2)(3)

  (164) (503)

CRE positions(2)(4)

  (58) (96)

CVA on derivatives positions, excluding monoline insurers

  50  313 

SIV assets

  (24) (47)

Private equity and equity investments

  (12) (1,015)

Highly leveraged loans and financing commitments(5)

  (1) (247)

ARS proprietary positions

    (23)

CVA on Citi debt liabilities under fair value option

  (4) (18)
      

Subtotal

 $989 $(5,022)

Accretion on reclassified assets(6)

  395  541 
      

Total selected revenue items

 $1,384 $(4,481)
      

(1)
Net of impact from hedges against direct subprime ABS collateralized debt obligation (CDO) super senior positions.

(2)
Net of hedges.

(2)
Net of underwriting fees.

(3)
Excludes CRE positions that were included in the SIV portfolio.

Subprime-Related Direct Exposures

        During the first quarter of 2009, S&B recorded write-downs of $2.296 billion pretax, net of hedges, on its subprime-related direct exposures. The Company's remaining $10.2 billion in U.S. subprime net direct exposure in S&B at March 31, 2009 consisted of (i) approximately $8.5 billion of net exposures to the super senior tranches of CDOs, which are collateralized by asset-backed securities, derivatives on asset-backed securities or both, and (ii) approximately $1.7 billion of subprime-related exposures in its lending and structuring business. See "Exposure to U.S. Residential Real Estate in Securities and Banking" for a further discussion of such exposures and the associated losses recorded.

Private Equity and Equity Investments

        In the first quarter of 2009, Citi recognized pretax losses of $1.240 billion on private equity and equity investments, reflecting weakness in the developed global equities markets during the first quarter of 2009. The Company had $8.5 billion in private equity and equity investments securities at March 31, 2009, which decreased $2.8 billion from December 31, 2008.

Monoline Insurers Credit Valuation Adjustment (CVA)

        During the first quarter of 2009, Citigroup recorded a pretax loss on CVA of $1.090 billion on its exposure to monoline insurers. CVA is calculated by applying forward default probabilities, which are derived using the counterparty's current credit spread, to the expected exposure profile. The majority of the exposure relates to hedges on super senior subprime exposures that were executed with various monoline insurance companies. See "Direct Exposure to Monolines" for a further discussion.

Alt-A Mortgage Securities

        In the first quarter of 2009, Citigroup recorded pretax losses of approximately $490 million, net of hedges, on Alt-A mortgage securities held in S&B. For these purposes, Alt-A mortgage securities are non-agency residential mortgage-backed securitiesMBS (RMBS) where (i) the underlying collateral has weighted average FICO scores between 680 and 720 or (ii) for instances where FICO scores are greater than 720, RMBS have 30% or less of the underlying collateral composed of full documentation loans.



(4)
Excludes positions in SIVs.

(5)
Net of underwriting fees.

(6)
Recorded as net interest revenue.

        The Company had $12.5 billion in Alt-A mortgage securities at March 31, 2009, which decreased $136 million from December 31, 2008. Of the $12.5 billion, $1.5 billion was classified asTrading account assets, on which $79 million of fair value losses, net of hedging, was recorded in earnings, $0.4 billion was classified as available-for-sale (AFS) investments, and $10.6 billion was classified as held-to-maturity (HTM) investments, on which $411 million of losses was recorded in earnings dueCredit Valuation Adjustment (CVA) Related to credit impairments.

Highly Leveraged Loans and Financing CommitmentsMonoline Insurers

        CVA is calculated by applying forward default probabilities, which are derived using the counterparty's current credit spread, to the expected exposure profile. The Company recorded pretax losses of $247 millionexposure primarily relates to hedges on funded and unfunded highly leveraged financesuper-senior subprime exposures in the first quarter of 2009. Citigroup's exposure to highly leveraged financings totaled $9.5 billion at March 31, 2009 ($9.0 billion in funded and $0.5 billion in unfunded commitments), reflecting a decrease of $0.5 billion from December 31, 2008. See "Highly Leveraged Financing Transactions" for a further discussion.that were executed with various monoline insurance companies. CVA amounts also reflect expected settlements with certain counterparties.


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Commercial Real Estate (CRE)
CORPORATE/OTHER

        S&B's commercial real estate exposure is split into three categories:Corporate/Other includes global staff functions (includes finance, risk, human resources, legal and compliance) and other corporate expense, global operations and technology (O&T), residual Corporate Treasury and Corporate items. At March 31, 2010, this segment had approximately $263 billion of assets, held at fair value; held to maturity/held for investment; and equity. During the first quarterconsisting primarily of 2009, pretax losses of $186 million,Citi's liquidity portfolio.

 
 First Quarter 
In millions of dollars 2010 2009 

Net interest revenue

 $318 $(642)

Non-interest revenue

  31  1,142 
      

Total revenues, net of interest expense

 $349 $500 
      

Total operating expenses

 $459 $101 

Provisions for loan losses and for benefits and claims

  1  2 
      

Income (loss) from continuing operations before taxes

 $(111)$397 

Income taxes (benefits)

  (75) 1,049 
      

(Loss) from continuing operations

 $(36)$(652)

Income (loss) from discontinued operations, net of taxes

  211  (117)
      

Net income (loss) before attribution of noncontrolling interests

 $175 $(769)

Net income attributable to noncontrolling interests

    (2)
      

Net income (loss)

 $175 $(767)
      

1Q10 vs. 1Q09

Revenues, net of hedges, were booked on exposures recorded at fair value. S&B had $36.1 billion in CRE positions at March 31, 2009, which decreased $1.4 billion from December 31, 2008. See "Exposure to Commercial Real Estate" for a further discussion.

interest expenseCredit Valuation Adjustment on Citi's Debt Liabilities for Which Citi Has Elected the Fair Value Option

        Under SFAS 157, the Company is required to use its own-credit spreads in determining the current value for its derivative liabilities and all other liabilities for which it has elected the fair value option. When Citi's credit spreads widen (deteriorate), Citi recognizes a gain on these liabilities because the value of the liabilities has decreased. When Citi's credit spreads narrow (improve), Citi recognizes a loss on these liabilities because the value of the liabilities has increased.

        During the first quarter of 2009, the Company recorded a gain of approximately $180 million on its fair value option liabilities (excluding derivative liabilities) due to the widening of the Company's credit spreads.

Credit Valuation Adjustment on Derivative Positions, excluding Monoline insurers

        During the first quarter of 2009, Citigroup recorded a net gain of approximately $2.7 billion on its derivative positionsdeclined primarily due to the widening of the Company's credit default swap spread. See "Citigroup Derivatives" for a further discussion.

Non-Credit Accretion on Reclassified Assetslower Citi Treasury revenues, driven primarily by lower gains from hedging activity, offset partially by lower short-term funding costs.

        In the fourth quarter of 2008, the Company reclassified $33.3 billion of debt securities from trading securities to HTM investments, $4.7 billion of debt securities from trading securities to AFS, and $15.7 billion of loans from held-for-sale to held-for-investment. All assets were reclassified with an amortized cost equal to the fair value on the date of reclassification. The difference between the amortized cost basis and the expected principal cash flows is treated as a purchase discount and accreted into income over the remaining life of the security or loan. In the first quarter of 2009, the Company recognized approximately $541 million of interest revenue based on this accretion.

DIVESTITURES

Joint Venture with Morgan Stanley

        On January 13, 2009, Citi and Morgan Stanley (MS) announced a joint venture (JV) that will combine theGlobal Wealth ManagementOperating Expenses platform of MS with the Smith Barney, Quilter and Australia private client networks. Citi will sell 100% of these businesses to Morgan Stanley in exchange for a 49% stake in the JV and an estimated $2.7 billion of cash at closing. At the time of the announcement, the estimated pretax gain was $9.5 billion ($5.8 billion after-tax), based on valuations performed at that time. Since the actual gain that will be recorded is dependent upon the value of the JV on the date the transaction closes, it may differ from the estimated amount. The transaction is anticipated to close no later than third quarter of 2009. It is anticipated that Citi will continue to support the clearing and settling of the JV activities for a period of between two to three years.

Sale of Citigroup Technology Services Ltd.

        On December 23, 2008, Citigroup announced an agreement with Wipro Limited to sell all of Citigroup's interest in Citi Technology Services Ltd., Citigroup's India-based captive provider of technology infrastructure support and application development, for all cash consideration of approximately $127 million. The transaction closed on January 20, 2009 and resulted in an after-tax loss of $6 million after reflecting an allocation of a portion of the proceeds to the Master Services Agreement.

Sale of Citi's Nikko Citi Trust and Banking Corporation

        On December 16, 2008, Citigroup executed a definitive agreement to sell all of the shares of Nikko Citi Trust and Banking Corporation to Mitsubishi UFJ Trust and Banking Corporation (MUTB). At the closing, MUTB is to pay all cash consideration of ¥25 billion, subject to certain purchase price adjustments. The closing is subject to regulatory approvals and other closing conditions. Citi's announcement on May 1, 2009 of the Nikko Cordial Securities transaction (as described under "Subsequent Event" below) and certain other developments affect the rights of the parties under the agreement with MUTB. As was announced on March 26, 2009, the parties have agreed to extend the closing of the transaction and a new closing date will be announced when determined.

OTHER ITEMS

Income Taxes

        The Company's effective tax rate was 32.8% in the first quarter of 2009, versus 42.9% in the prior-year period, which includes a tax benefit of $110 million relating to the conclusion of the audit of certain issues in the Company's 2003-2005 U.S. federal tax audit.

        The Company expects to conclude the audit of its U.S. federal consolidated income tax returns for the years 2003-2005 within the next 12 months. The gross uncertain tax position at March 31, 2009 for the items expected to be resolved is approximately $245 million plus gross interest of about $50 million. The potential net tax benefit to continuing operations could be approximately $225 million. This is in addition to the $110 million benefit booked in the first quarter of 2009 for issues already concluded, discussed above.

        The Company's net deferred tax asset of $44.5 billion at December 31, 2008 decreased by approximately $1 billion at March 31, 2009, principallyincreased primarily due to $1 billion in compensation deductions under SFAS 123(R) which reduced additional paid-in capital in the first quarter of 2009. Although realization is not assured, the Company believes that the realization of the recognized net deferred tax asset at March 31, 2009 is more likely than not based upon expectations as to future taxable income in the jurisdictions in which it operatesrelated costs, intersegment eliminations, and available tax planning strategies.legal reserve charges.


Table of Contents

Sale
SEGMENT BALANCE SHEET AT MARCH 31, 2010

In millions of dollars Regional
Consumer
Banking
 Institutional
Clients
Group
 Subtotal
Citicorp
 Citi
Holdings
 Corporate/Other,
Discontinued
Operations
and
Consolidating
Eliminations
 Total
Citigroup
Consolidated
 

Assets

                   
 

Cash and due from banks

 $8,515 $15,258 $23,773 $1,444 $461 $25,678 
 

Deposits with banks

  8,402  42,907  51,309  4,616  107,600  163,525 
 

Federal funds sold and securities borrowed or purchased under agreements to resell

  299  227,270  227,569  6,778  1  234,348 
 

Brokerage receivables

    22,944  22,944  10,977  80  34,001 
 

Trading account assets

  11,787  314,510  326,297  26,570  (7,084) 345,783 
 

Investments

  37,282  93,863  131,145  76,708  108,880  316,733 
 

Loans, net of unearned income

                   
 

Consumer

  219,588    219,588  311,881    531,469 
 

Corporate

    159,695  159,695  30,640    190,335 
              
 

Loans, net of unearned income

 $219,588 $159,695 $379,283 $342,521 $ $721,804 
 

Allowance for loan losses

  (14,649) (3,854) (18,503) (30,243)   (48,746)
              
 

Total loans, net

 $204,939 $155,841 $360,780 $312,278 $ $673,058 
 

Goodwill

  10,179  10,757  20,936  4,726    25,662 
 

Intangible assets (other than MSRs)

  2,427  1,052  3,479  4,798    8,277 
 

Mortgage servicing rights (MSRs)

  2,407  71  2,478  3,961    6,439 
 

Other assets

  27,135  37,983  65,118  50,200  53,391  168,709 
              

Total assets

 $313,372 $922,456 $1,235,828 $503,056 $263,329 $2,002,213 
              

Liabilities and equity

                   
 

Total deposits

 $294,724 $435,027 $729,751 $85,484 $12,679 $827,914 
 

Federal funds purchased and securities loaned or sold under agreements to repurchase

  4,051  203,540  207,591  2  318  207,911 
 

Brokerage payables

  235  54,800  55,035  1  5  55,041 
 

Trading account liabilities

  26  136,425  136,451  6,297    142,748 
 

Short-term borrowings

  139  55,883  56,022  5,593  35,079  96,694 
 

Long-term debt

  3,138  84,089  87,227  48,784  303,263  439,274 
 

Other liabilities

  18,066  18,229  36,295  25,718  16,839  78,852 
 

Net inter-segment funding (lending)

  (7,007) (65,537) (72,544) 331,177  (258,633)  
 

Total Citigroup stockholders' equity

         $151,421 $151,421 
 

Noncontrolling interest

          2,358  2,358 
              

Total equity

          153,779  153,779 
              

Total liabilities and equity

 $313,372 $922,456 $1,235,828 $503,056 $263,329 $2,002,213 
              

        The supplemental information presented above reflects Citigroup's consolidated GAAP balance sheet by reporting segment as of Redecard Shares

        In the first quarter of 2009, Citigroup sold its entire 17% equity interest in Redecard through a private and public offering. The sale resulted in an after-tax gain of $704 million ($1.116 billion pretax) and was recorded in theGlobal Cards business inLatin America.

SUBSEQUENT EVENT

Sale of Nikko Cordial

        On May 1, 2009, Citigroup reached a definitive agreement to sell its Japanese domestic securities business, conducted principally through Nikko Cordial Securities Inc., to Sumitomo Mitsui Banking Corporation in a transaction with a total cash value to Citi of approximately $7.9 billion (¥774.5 billion). Citi's ownership interests in Nikko Citigroup Limited, Nikko Asset Management Co., Ltd., and Nikko Principal Investments Japan Ltd. are not included in the transaction. The transaction is expected to generate approximately $2.5 billion of tangible common equity (TCE) for Citi at closing, with Citi expected to recognize an after-tax loss of approximately $0.2 billion. On a pro forma basis, Citi's March 31, 2009 Tier 1 Capital Ratio would have increased2010. The respective segment information closely depicts the assets and liabilities managed by approximately 27 basis points. The transactioneach segment as of such date. While this presentation is expected to closenot defined by GAAP, Citi believes that these non-GAAP financial measures enhance investors' understanding of the balance sheet components managed by the endunderlying business segments, as well as the beneficial interrelationship of the fourth quarterasset and liability dynamics of 2009, subject to regulatory approvals and customary closing conditions.the balance sheet components among Citi's business segments.


Table of Contents


SEGMENTCAPITAL RESOURCES AND REGIONAL—NET INCOME (LOSS) AND REVENUESLIQUIDITY

        The following tables show CAPITAL RESOURCES

Overview

        Historically, capital has been generated by earnings from Citi's operating businesses. In addition, Citi may augment, and during the net income (loss)recent financial crisis has augmented, its capital through issuances of common stock, convertible preferred stock, preferred stock, equity issued through awards under employee benefit plans, and, revenues for Citigroup's businessesin the case of regulatory capital, through the issuance of subordinated debt underlying trust preferred securities. Further, the impact of future events on a segmentCiti's business results, such as corporate and product viewasset dispositions, as well as a regional view:changes in accounting standards, also affect Citi's capital levels.

        Generally, capital is used primarily to support assets in Citi's businesses and to absorb market, credit, or operational losses. While capital may be used for other purposes, such as to pay dividends or repurchase common stock, Citi's ability to utilize its capital for these purposes is currently restricted due to its agreements with the U.S. government, generally for so long as the U.S. government continues to hold Citi's common stock or trust preferred securities.

        Citigroup's capital management framework is designed to ensure that Citigroup and its principal subsidiaries maintain sufficient capital consistent with Citi's risk profile and all applicable regulatory standards and guidelines, as well as external rating agency considerations. The capital management process is centrally overseen by senior management and is reviewed at the consolidated, legal entity, and country levels.

        Senior management is responsible for the capital management process mainly through Citigroup's Finance and Asset and Liability Committee (FinALCO), with oversight from the Risk Management and Finance Committee of Citigroup's Board of Directors. The FinALCO is composed of the senior-most management of Citigroup for the purpose of engaging management in decision-making and related discussions on capital and liquidity matters. Among other things, FinALCO's responsibilities include: determining the financial structure of Citigroup and its principal subsidiaries; ensuring that Citigroup and its regulated entities are adequately capitalized in consultation with its regulators; determining appropriate asset levels and return hurdles for Citigroup and individual businesses; reviewing the funding and capital markets plan for Citigroup; and monitoring interest rate risk, corporate and bank liquidity, and the impact of currency translation on non-U.S. earnings and capital.

Capital Ratios

Citigroup Net Income (Loss)—Segment Viewis subject to the risk-based capital guidelines issued by the Federal Reserve Board. Historically, capital adequacy has been measured, in part, based on two risk-based capital ratios, the Tier 1 Capital and Total Capital (Tier 1 Capital + Tier 2 Capital) ratios. Tier 1 Capital consists of the sum of "core capital elements," such as qualifying common stockholders' equity, as adjusted, qualifying noncontrolling interests, and qualifying mandatorily redeemable securities of subsidiary trusts, principally reduced by goodwill, other disallowed intangible assets, and disallowed deferred tax assets. Total Capital also includes "supplementary" Tier 2 Capital elements, such as qualifying subordinated debt and a limited portion of the allowance for credit losses. Both measures of capital adequacy are stated as a percentage of risk-weighted assets. Further, in conjunction with the conduct of the 2009 Supervisory Capital Assessment Program (SCAP), U.S. banking regulators developed a new measure of capital termed "Tier 1 Common," which has been defined as Tier 1 Capital less non-common elements, including qualifying perpetual preferred stock, qualifying noncontrolling interests, and qualifying mandatorily redeemable securities of subsidiary trusts. Tier 1 Common and related capital adequacy ratios are measures used and relied upon by U.S. banking regulators; however, they are non-GAAP financial measures for SEC purposes. See "Components of Capital Under Regulatory Guidelines" below.

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2009 2008 

Global Cards

          
 

North America

 $(209)$537  NM 
 

EMEA

  (65) 42  NM 
 

Latin America

  669  516  30%
 

Asia

  22  131  (83)
        
  

Total Global Cards

 $417 $1,226  (66)%
        

Consumer Banking

          
 

North America

 $(1,245)$(333) NM 
 

EMEA

  (178) (85) NM 
 

Latin America

  81  271  (70)%
 

Asia

  116  199  (42)
        
  

Total Consumer Banking

 $(1,226)$52  NM 
        

Institutional Clients Group (ICG)

          
 

North America

 $(135)$(5,955) 98%
 

EMEA

  2,019  (1,142) NM 
 

Latin America

  442  382  16 
 

Asia

  507  358  42 
        
  

Total ICG

 $2,833 $(6,357) NM 
        

Global Wealth Management (GWM)

          
 

North America

 $244 $165  48%
 

EMEA

  26  26   
 

Latin America

  (9) 26  NM 
 

Asia

    77  (100)
        
  

Total GWM

 $261 $294  (11)%
        

Corporate/Other

 $(675)$(462) (46)%
        

Income (Loss) from Continuing Operations

 $1,610 $(5,247) NM 

Income (Loss) from Discontinued Operations

 $(33)$115  NM 

Net Income (Loss) attributable to Noncontrolling Interests

 $(16)$(21)   
        

Citigroup's Net Income (Loss)

 $1,593 $(5,111) NM 
        

NM    Not meaningful        Citigroup's risk-weighted assets are principally derived from application of the risk-based capital guidelines related to the measurement of credit risk. Pursuant to these guidelines, on-balance-sheet assets and the credit equivalent amount of certain off-balance-sheet exposures (such as financial guarantees, unfunded lending commitments, letters of credit, and derivatives) are assigned to one of several prescribed risk-weight categories based upon the perceived credit risk associated with the obligor, or if relevant, the guarantor, the nature of the collateral, or external credit ratings. Risk-weighted assets also incorporate a measure for market risk on covered trading account positions and all foreign exchange and commodity positions whether or not carried in the trading account. Excluded from risk-weighted assets are any assets, such as goodwill and deferred tax assets, to the extent required to be deducted from regulatory capital. See "Components of Capital Under Regulatory Guidelines" below.

        Citigroup is also subject to a Leverage ratio requirement, a non-risk-based measure of capital adequacy, which is defined as Tier 1 Capital as a percentage of quarterly adjusted average total assets.

        To be "well capitalized" under federal bank regulatory agency definitions, a bank holding company must have a Tier 1 Capital ratio of at least 6%, a Total Capital ratio of at least 10%, and a Leverage ratio of at least 3%, and not be subject to a Federal Reserve Board directive to maintain higher capital levels. The following table sets forth Citigroup's regulatory capital ratios as of March 31, 2010 and December 31, 2009.


Table of Contents

Citigroup Net Income (Loss)—Regional ViewRegulatory Capital Ratios

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2009 2008 

North America

          
 

Global Cards

 $(209)$537  NM 
 

Consumer Banking

  (1,245) (333) NM 
 

ICG

  (135) (5,955) 98%
  

Securities & Banking

  (269) (6,034) 96 
  

Transaction Services

  134  79  70 
 

GWM

  244  165  48 
        
  

TotalNorth America

 $(1,345)$(5,586) 76%
        

EMEA

          
 

Global Cards

 $(65)$42  NM 
 

Consumer Banking

  (178) (85) NM 
 

ICG

  2,019  (1,142) NM 
  

Securities & Banking

  1,728  (1,364) NM 
  

Transaction Services

  291  222  31%
 

GWM

  26  26   
        
  

TotalEMEA

 $1,802 $(1,159) NM 
        

Latin America

          
 

Global Cards

 $669 $516  30%
 

Consumer Banking

  81  271  (70)
 

ICG

  442  382  16 
  

Securities & Banking

  294  250  18 
  

Transaction Services

  148  132  12 
 

GWM

  (9) 26  NM 
        
  

TotalLatin America

 $1,183 $1,195  (1)%
        

Asia

          
 

Global Cards

 $22 $131  (83)%
 

Consumer Banking

  116  199  (42)
 

ICG

  507  358  42 
  

Securities & Banking

  237  59  NM 
  

Transaction Services

  270  299  (10)
 

GWM

    77  (100)
        
  

TotalAsia

 $645 $765  (16)%
        

Corporate/Other

 $(675)$(462) (46)%

Income (Loss) from Continuing Operations

 $1,610 $(5,247) NM 

Income (Loss) from Discontinued Operations

 $(33)$115  NM 

Net Income (Loss) attributable to Noncontrolling Interests

 $(16)$(21)   
        

Citigroup's Net Income (Loss)

 $1,593 $(5,111) NM 
        

NM    Not meaningful


 
 Mar. 31,
2010
 Dec. 31,
2009
 

Tier 1 Common

  9.11% 9.60%

Tier 1 Capital

  11.28  11.67 

Total Capital (Tier 1 Capital + Tier 2 Capital)

  14.88  15.25 

Leverage

  6.16  6.89 
      

Table        As noted in the table above, Citigroup was "well capitalized" under the federal bank regulatory agency definitions as of ContentsMarch 31, 2010 and December 31, 2009.

Citigroup Revenues—Segment ViewComponents of Capital Under Regulatory Guidelines

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2009 2008 

Global Cards

          
 

North America

 $2,775 $3,343  (17)%
 

EMEA

  492  585  (16)
 

Latin America

  1,950  1,776  10 
 

Asia

  548  675  (19)
        
  

Total Global Cards

 $5,765 $6,379  (10)%
        

Consumer Banking

          
 

North America

 $3,955 $4,485  (12)%
 

EMEA

  506  700  (28)
 

Latin America

  818  1,048  (22)
 

Asia

  1,123  1,558  (28)
        
  

Total Consumer Banking

 $6,402 $7,791  (18)%
        

Institutional Clients Group (ICG)

          
 

North America

 $2,095 $(7,824) NM 
 

EMEA

  4,597  133  NM 
 

Latin America

  1,129  1,012  12%
 

Asia

  1,686  1,721  (2)
        
  

Total ICG

 $9,507 $(4,958) NM 
        

Global Wealth Management (GWM)

          
 

North America

 $1,981 $2,376  (17)%
 

EMEA

  126  170  (26)
 

Latin America

  60  100  (40)
 

Asia

  452  633  (29)
        
  

Total GWM

 $2,619 $3,279  (20)%
        

Corporate/Other

 $496 $(50) NM 
        

Total Net Revenues

 $24,789 $12,441  99%
        

In millions of dollars March 31,
2010
 December 31,
2009(1)
 

Tier 1 Common

       

Citigroup common stockholders' equity

 $151,109 $152,388 

Less: Net unrealized losses on securities available-for-sale, net of tax(2)

  (3,165) (4,347)

Less: Accumulated net losses on cash flow hedges, net of tax

  (2,959) (3,182)

Less: Pension liability adjustment, net of tax(3)

  (3,509) (3,461)

Less: Cumulative effect included in fair value of financial liabilities attributable to the change in own credit worthiness, net of tax(4)

  686  760 

Less: Disallowed deferred tax assets(5)

  30,852  26,044 

Less: Intangible assets:

       

    Goodwill

  25,662  25,392 

    Other disallowed intangible assets

  5,773  5,899 

Other

  (792) (788)
      

Total Tier 1 Common

 $96,977 $104,495 
      

Qualifying perpetual preferred stock

 $312 $312 

Qualifying mandatorily redeemable securities of subsidiary trusts

  21,555  19,217 

Qualifying noncontrolling interests

  1,206  1,135 

Other

    1,875 
      

Total Tier 1 Capital

 $120,050 $127,034 
      

Tier 2 Capital

       

Allowance for credit losses(6)

 $13,792 $13,934 

Qualifying subordinated debt(7)

  23,658  24,242 

Net unrealized pretax gains on available-for-sale equity securities(2)

  792  773 
      

Total Tier 2 Capital

 $38,242 $38,949 
      

Total Capital (Tier 1 Capital and Tier 2 Capital)

 $158,292 $165,983 
      

Risk-weighted assets(8)

 $1,064,042 $1,088,526 
      

NM    Not meaningful

(1)
Reclassified to conform to the current period presentation.

(2)
Tier 1 Capital excludes net unrealized gains (losses) on available-for-sale debt securities and net unrealized gains on available-for-sale equity securities with readily determinable fair values, in accordance with risk-based capital guidelines. In arriving at Tier 1 Capital, banking organizations are required to deduct net unrealized losses on available-for-sale equity securities with readily determinable fair values, net of tax. Banking organizations are permitted to include in Tier 2 Capital up to 45% of net unrealized pretax gains on available-for-sale equity securities with readily determinable fair values.

(3)
The Federal Reserve Board granted interim capital relief for the impact of ASC 715-20,Compensation—Retirement Benefits—Defined Benefits Plans (formerly SFAS 158).

(4)
The impact of including Citigroup's own credit rating in valuing financial liabilities for which the fair value option has been elected is excluded from Tier 1 Capital, in accordance with risk-based capital guidelines.

(5)
Of Citi's approximately $50 billion of net deferred tax assets at March 31, 2010, approximately $15 billion of such assets were includable without limitation in regulatory capital pursuant to risk-based capital guidelines, while approximately $31 billion of such assets exceeded the limitation imposed by these guidelines and, as "disallowed deferred tax assets," were deducted in arriving at Tier 1 Capital. Citigroup's approximately $4 billion of other net deferred tax assets primarily represented approximately $2 billion of deferred tax effects of unrealized gains and losses on available-for-sale debt securities and approximately $2 billion of deferred tax effects of the pension liability adjustment, which are permitted to be excluded prior to deriving the amount of net deferred tax assets subject to limitation under the guidelines. Citi had approximately $26 billion of disallowed deferred tax assets at December 31, 2009.

(6)
Includable up to 1.25% of risk-weighted assets. Any excess allowance for credit losses is deducted in arriving at risk-weighted assets.

(7)
Includes qualifying subordinated debt in an amount not exceeding 50% of Tier 1 Capital.

(8)
Includes risk-weighted credit equivalent amounts, net of applicable bilateral netting agreements, of $61.3 billion for interest rate, commodity, and equity derivative contracts, foreign exchange contracts, and credit derivatives as of March 31, 2010, compared with $64.5 billion as of December 31, 2009. Market risk equivalent assets included in risk-weighted assets amounted to $75.5 billion at March 31, 2010 and $80.8 billion at December 31, 2009. Risk-weighted assets also include the effect of certain other off-balance-sheet exposures, such as unused lending commitments and letters of credit, and reflect deductions such as certain intangible assets and any excess allowance for credit losses.

Table of Contents

Adoption of SFAS 166/167 Impact on Capital

        The adoption of SFAS 166/167 had a significant and immediate impact on Citigroup's capital ratios in the first quarter of 2010.

        As described elsewhere in the Form 10-Q, the adoption of SFAS 166/167 resulted in the consolidation of $137 billion of incremental assets and $146 billion of liabilities onto Citigroup's Consolidated Balance Sheet, including securitized credit card receivables on the date of adoption, January 1, 2010. The adoption of SFAS 166/167 also resulted in a net increase of $10 billion in risk-weighted assets. In addition, Citi added $13.4 billion to the loan loss allowance, increased deferred tax assets by $5.0 billion, and reduced retained earnings by $8.4 billion. This translated into a reduction in Tangible Common Equity of $8.4 billion, and a decrease in Tier 1 Common, Tier 1 Capital, and Total Capital of $14.2 billion, $14.2 billion, and $14.0 billion, respectively, which were partially offset by net income of $4.4 billion and $2.3 billion of qualifying mandatorily redeemable securities of subsidiary trusts issued during the quarter.

        The impact on Citigroup's capital ratios from the January 1, 2010 adoption of SFAS 166/167 was as follows:

As of January 1, 2010Impact

Tier 1 Common

(138) bps

Tier 1 Capital

(141) bps

Total Capital

(142) bps

Leverage

(118) bps

TCE (TCE/RWA)

(87) bps

        For more information, see Note 1 to the Consolidated Financial Statements below.

Common Stockholders' Equity

        Citigroup's common stockholders' equity decreased during the three months ended March 31, 2010 by $1.3 billion to $151.1 billion, and represented 7.5% of total assets as of March 31, 2010. Citigroup's common stockholders' equity was $152.4 billion, which represented 8.2% of total assets, at December 31, 2009.

        The table below summarizes the change in Citigroup's common stockholders' equity during the first quarter of 2010:

In billions of dollars  
 

Common stockholders' equity, December 31, 2009

 $152.4 

Transition adjustment to Retained Earnings associated with the adoption of SFAS 166/167 (as of January 1, 2010)

  (8.4)

Net income

  4.4 

Employee benefit plans and other activities

  (0.3)

ADIA Upper DECs equity units purchase contract

  1.9 

Net change in accumulated other comprehensive income (loss), net of tax

  1.1 
    

Common stockholders' equity, March 31, 2010

 $151.1 
    

Table of Contents

        As of March 31, 2010, $6.7 billion of stock repurchases remained under Citi's authorized repurchase programs. No material repurchases were made in the first quarter of 2010, or the year ended December 31, 2009. Generally, for so long as the U.S. government holds any Citigroup Revenues—Regional Viewcommon stock or trust preferred securities, Citigroup has agreed not to acquire, repurchase, or redeem any Citigroup equity or trust preferred securities, other than pursuant to administering its employee benefit plans or other customary exceptions, or with the consent of the U.S. government. See also Part II, Item 2 of this Form 10-Q.

Tangible Common Equity (TCE)

        TCE, as defined by Citigroup, representsCommon equity lessGoodwill andIntangible assets (other than Mortgage Servicing Rights (MSRs)) net of the related net deferred taxes. Other companies may calculate TCE in a manner different from that of Citigroup. Citi's TCE was $117.1 billion at March 31, 2010 and $118.2 billion at December 31, 2009.

        The TCE ratio (TCE divided by risk-weighted assets) was 11.0% at March 31, 2010 and 10.9% at December 31, 2009.

        TCE is a capital adequacy metric used and relied upon by industry analysts; however, it is a non-GAAP financial measure for SEC purposes. A reconciliation of Citigroup's total stockholders' equity to TCE follows:

In millions of dollars Mar. 31,
2010
 Dec. 31,
2009
 

Total Citigroup stockholders' equity

 $151,421 $152,700 

Less:

       
 

Preferred stock

  312  312 
      

Common equity

 $151,109 $152,388 

Less:

       
 

Goodwill

  25,662  25,392 
 

Intangible assets (other than MSRs)

  8,277  8,714 
 

Intangible assets (other than MSRs)—recorded as assets held for sale in Other assets

  45   
 

Related net deferred tax assets

  65  68 
      

Tangible common equity (TCE)

 $117,060 $118,214 
      

Tangible assets

       

GAAP assets

 $2,002,213 $1,856,646 

Less:

       
 

Goodwill

  25,662  25,392 
 

Intangible assets (other than MSRs)

  8,277  8,714 
 

Intangible assets (other than MSRs)—recorded as assets held for sale in Other assets

  45   
 

Related deferred tax assets

  388  386 
      

Tangible assets (TA)

 $1,967,841 $1,822,154 
      

Risk-weighted assets (RWA)

 $1,064,042 $1,088,526 
      

TCE/TA ratio

  5.95% 6.49%
      

TCE ratio (TCE/RWA)

  11.00% 10.86%
      

Capital Resources of Citigroup's Depository Institutions

        Citigroup's U.S. subsidiary depository institutions are subject to risk-based capital guidelines issued by their respective primary federal bank regulatory agencies, which are similar to the guidelines of the Federal Reserve Board. To be "well capitalized" under these regulatory definitions, Citigroup's depository institutions must have a Tier 1 Capital ratio of at least 6%, a Total Capital (Tier 1 Capital + Tier 2 Capital) ratio of at least 10%, and a Leverage ratio of at least 5%, and not be subject to a regulatory directive to meet and maintain higher capital levels.

        There are various legal and regulatory limitations on the ability of Citigroup's subsidiary depository institutions to pay dividends, extend credit or otherwise supply funds to Citigroup and its non-bank subsidiaries. In determining the declaration of dividends, each depository institution must also consider its effect on applicable risk-based capital and Leverage ratio requirements, as well as policy statements of the federal regulatory agencies that indicate that banking organizations should generally pay dividends out of current operating earnings. Citigroup did not receive any dividends from its banking subsidiaries during the first quarter of 2010.

        At March 31, 2010 and December 31, 2009, all of Citigroup's U.S. subsidiary depository institutions were "well capitalized" under federal bank regulatory agency definitions, including Citigroup's primary depository institution, Citibank, N.A., as noted in the following table:

Citibank, N.A. Components of Capital and Ratios Under Regulatory Guidelines

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2009 2008 

North America

          
 

Global Cards

 $2,775 $3,343  (17)%
 

Consumer Banking

  3,955  4,485  (12)
 

ICG

  2,095  (7,824) NM 
  

Securities & Banking

  1,512  (8,317) NM 
  

Transaction Services

  583  493  18 
 

GWM

  1,981  2,376  (17)
        
  

TotalNorth America

 $10,806 $2,380  NM 
        

EMEA

          
 

Global Cards

 $492 $585  (16)%
 

Consumer Banking

  506  700  (28)
 

ICG

  4,597  133  NM 
  

Securities & Banking

  3,810  (680) NM 
  

Transaction Services

  787  813  (3)
 

GWM

  126  170  (26)
        
  

TotalEMEA

 $5,721 $1,588  NM 
        

Latin America

          
 

Global Cards

 $1,950 $1,776  10%
 

Consumer Banking

  818  1,048  (22)
 

ICG

  1,129  1,012  12 
  

Securities & Banking

  794  680  17 
  

Transaction Services

  335  332  1 
 

GWM

  60  100  (40)
        
  

TotalLatin America

 $3,957 $3,936  1%
        

Asia

          
 

Global Cards

 $548 $675  (19)%
 

Consumer Banking

  1,123  1,558  (28)
 

ICG

  1,686  1,721  (2)
  

Securities & Banking

  1,069  1,012  6 
  

Transaction Services

  617  709  (13)
 

GWM

  452  633  (29)
        
  

TotalAsia

 $3,809 $4,587  (17)%
        

Corporate/Other

 $496 $(50) NM 
        

Total Net Revenue

 $24,789 $12,441  99%
        

In billions of dollars Mar. 31,
2010
 Dec. 31,
2009
 

Tier 1 Capital

 $99.1 $96.8 

Total Capital (Tier 1 Capital + Tier 2 Capital)

  112.8  110.6 
      

Tier 1 Capital ratio

  13.60% 13.16%

Total Capital ratio

  15.48  15.03 

Leverage ratio(1)

  8.51  8.31 
      

(1)
Tier 1 Capital divided by each period's quarterly adjusted average total assets.

NM    Not meaningfulTable of Contents

        The following table presents the estimated sensitivity of Citigroup's and Citibank, N.A.'s capital ratios to changes of $100 million in Tier 1 Common, Tier 1 Capital, or Total Capital (numerator), or changes of $1 billion in risk-weighted assets or adjusted average total assets (denominator) based on financial information as of March 31, 2010. This information is provided for the purpose of analyzing the impact that a change in Citigroup's or Citibank, N.A.'s financial position or results of operations could have on these ratios. These sensitivities only consider a single change to either a component of capital, risk-weighted assets, or adjusted average total assets. Accordingly, an event that affects more than one factor may have a larger basis point impact than is reflected in this table.


Tier 1 Common ratioTier 1 Capital ratioTotal Capital ratioLeverage ratio

Impact of $100
million change in
Tier 1 Common
Impact of $1
billion change in
risk-weighted
assets
Impact of $100
million change in
Tier 1 Capital
Impact of $1
billion change in
risk-weighted
assets
Impact of $100
million change in
Total Capital
Impact of $1
billion change in
risk-weighted
assets
Impact of $100
million change in
Tier 1 Capital
Impact of $1
billion change in
adjusted average
total assets

Citigroup

0.9 bps0.9 bps0.9 bps1.1 bps0.9 bps1.4 bps0.5 bps0.3 bps

Citibank, N.A. 

1.4 bps1.9 bps1.4 bps2.1 bps0.9 bps0.7 bps

Broker-Dealer Subsidiaries

        At March 31, 2010, Citigroup Global Markets Inc., a broker-dealer registered with the SEC that is an indirect wholly owned subsidiary of Citigroup Global Markets Holdings Inc., had net capital, computed in accordance with the SEC's net capital rule, of $8.4 billion, which exceeded the minimum requirement by $7.7 billion.

        In addition, certain of Citi's broker-dealer subsidiaries are subject to regulation in the other countries in which they do business, including requirements to maintain specified levels of net capital or its equivalent. Citigroup's broker-dealer subsidiaries were in compliance with their capital requirements at March 31, 2010.

        The requirements applicable to these subsidiaries in the U.S. and other jurisdictions may be subject to political uncertainty and potential change in light of the recent financial crisis and regulatory reform proposals currently being considered at both the legislative and regulatory levels.

Regulatory Capital Standards Developments

        Citigroup supports the move to a new set of risk-based capital standards, published on June 26, 2004 (and subsequently amended in November 2005) by the Basel Committee on Banking Supervision, currently consisting of the central banks and bank supervisors of its 27 members. The international version of the Basel II framework will allow Citigroup to leverage internal risk models used to measure credit, operational, and market risk exposures to drive regulatory capital calculations.

        On December 7, 2007, the U.S. banking regulators published the rules for large banks to comply with Basel II in the U.S. These rules require Citigroup, as a large and internationally active bank, to comply with the most advanced Basel II approaches for calculating credit and operational risk capital requirements. The U.S. implementation timetable consists of a parallel calculation period under the current regulatory capital regime (Basel I) and Basel II followed by a three year transitional period.

        Citi began parallel reporting on April 1, 2010. There will be at least four quarters of parallel reporting until Citi enters the three year transitional period. U.S. regulators have reserved the right to change how Basel II is applied in the U.S. following a review at the end of the second year of the transitional period, and to retain the existing prompt corrective action and leverage capital requirements applicable to banking organizations in the U.S. Citigroup intends to implement Basel II within the timeframe required by the U.S. regulators.

        The Basel II (or its successor) requirements are the subject of political uncertainty and potential tightening or other change in light of the recent financial crisis and regulatory reform proposals currently being considered at both the legislative and regulatory levels.


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GLOBAL CARDSFUNDING AND LIQUIDITY

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2009 2008 

Net interest revenue

 $2,672 $2,706  (1)%

Non-interest revenue

  3,093  3,673  (16)
        

Revenues, net of interest expense

 $5,765 $6,379  (10)%

Operating expenses

  2,196  2,595  (15)

Provision for credit losses and for benefits and claims

  3,093  1,891  64 
        

Income before taxes and noncontrolling interests

 $476 $1,893  (75)%

Income taxes

  58  664  (91)

Net income (loss) attributable to noncontrolling interests

  1  3  (67)
        

Net income

 $417 $1,226  (66)%
        

Average assets(in billions of dollars)

 $107 $123  (13)%

Return on assets

  1.58% 4.01%   
        

Revenues, net of interest expense, by region:

          
 

North America

 $2,775 $3,343  (17)%
 

EMEA

  492  585  (16)
 

Latin America

  1,950  1,776  10 
 

Asia

  548  675  (19)
        

Total revenues

 $5,765 $6,379  (10)%
        

Net income (loss) by region:

          
 

North America

 $(209)$537  NM 
 

EMEA

  (65) 42  NM 
 

Latin America

  669  516  30%
 

Asia

  22  131  (83)
        

Total net income (loss)

 $417 $1,226  (66)%
        

Key Drivers(in billions of dollar, except accounts)

          

Average loans

 $83.0 $92.8  (11)%

Purchase sales

  86.2  106.8  (19)

Open accounts(in millions)

  170.5  186.0  (8)
        

NM    Not meaningful

1Q09 vs. 1Q08General

        Global Cards revenue decreased 10%Citigroup's cash flows and liquidity needs are primarily duegenerated within its operating subsidiaries. Exceptions exist for major corporate items, such as equity and certain long-term debt issuances, which take place at the Citigroup corporate level. Generally, Citi's management of funding and liquidity is designed to higher credit losses flowing throughoptimize availability of funds as needed within Citi's legal and regulatory structure. Various constraints limit certain subsidiaries' ability to pay dividends or otherwise make funds available. Consistent with these constraints, Citigroup's primary objectives for funding and liquidity management are established by entity and in aggregate across three main operating entities, as follows: (i) Citigroup, as the securitization trusts inNorth America.Net Interest Revenue was 1% lower than the prior year driven by lower average loansparent holding company; (ii) banking subsidiaries; and (iii) non-banking subsidiaries.

        Citigroup sources of 11%. The decline in average loans was primarily due to a 19% decline in purchase sales.Non-Interest Revenue decreased 16% primarily due to lower securitization results inNorth America, reflecting higher credit costs flowing through the securitization trusts. A $1.1 billion pretax gain on the sale of the Company's remaining stake in Redecard was partially offset by a prior-year pretax gain on sale of Redecard of $663 millionfunding include deposits, collateralized financing transactions and a pretax gain on salevariety of Visa sharesunsecured short- and long-term instruments, including federal funds purchased, commercial paper, long-term debt, trust preferred securities, preferred stock and common stock.

        As a result of $439 million.

        InNorth America, a 17% revenue decline was mainly driven by lowercontinued deleveraging, growth in deposits, term securitization revenues, which reflectedunder government and non-government programs, the impactissuance of higher credit losses inlong-term debt under the securitization trustsFDIC's Temporary Liquidity Guarantee Program (TLGP) and the absenceissuance of non-guaranteed debt (particularly during the latter part of 2009), Citigroup substantially increased its balances of cash and highly liquid securities and reduced its short-term borrowings.

        Citi has focused on growing a $349 million pretax gaingeographically diverse retail and corporate deposit base that stood at approximately $828 billion as of March 31, 2010, as compared with $836 billion at December 31, 2009 and $763 billion at March 31, 2009. During the first quarter of 2010, excluding FX translation, Citigroup experienced seasonal deposit declines in Transaction Services and tightened pricing on the sale of Visa shares. Purchase sales were 18% lower than the prior year reflecting a continued decline in discretionaryits deposits. As stated above, Citigroup's deposits are diversified across products and non-discretionary consumer spending.

        Outside ofNorth America, revenues decreased by 16% and 19% inEMEA andAsia, respectively, and increased by 10% inLatin America. The decreases inEMEA andAsia were driven by changes in foreign currency translation (generally referred to throughout this report as "FX translation") related to strengtheningregions, with approximately 64% outside of the U.S. dollar,This diversification provides Citi with an important and declineslow-cost source of funding. A significant portion of these deposits has been, and is currently expected to be, long-term and stable, and is considered to be core.

        One of Citi's key structural liquidity measures is the cash capital ratio. Cash capital is a broader measure of the ability to fund the structurally illiquid portion of Citigroup's balance sheet than traditional measures, such as deposits to loans or core deposits to loans. Cash capital measures the amount of long-term funding (>1 year) available to fund illiquid assets. Long-term funding includes core customer deposits, long-term debt and equity. Illiquid assets include loans (net of liquidity adjustments), illiquid securities, securities haircuts and other assets (i.e., goodwill, intangibles, fixed assets, receivables, etc.). At March 31, 2010, the combined Citigroup, the parent holding company, and CGMHI, as well as the aggregate banking subsidiaries had an excess of cash capital. In addition, as of March 31, 2010, the combined Citigroup, the parent holding company, and CGMHI maintained liquidity to meet all maturing obligations significantly in purchase sales inEMEA andLatin America. WhileLatin America purchase sales also declined,excess of a one-year period without access to the pretax gain on sale of Redecard affectedLatin America in the current period by $1.1 billion, and by $663 million in the prior-year period. The prior-year period also included pretax gains related to Visa shares of $10 million inLatin America and $81 million inAsia.unsecured wholesale markets.

        Operating expenses decreased 15% primarilyAt March 31, 2010, long-term debt and commercial paper outstanding for Citigroup, Citigroup Global Markets Holdings Inc. (CGMHI), Citigroup Funding Inc. (CFI) and other Citigroup subsidiaries, collectively, were as follows:

In billions of dollars Citigroup
parent
company
 CGMHI(1) CFI(1) VIE Cons. Other
Citigroup
subs.
 Total
Citigroup
 

Long-term debt(2)

 $192.3 $9.1 $55.1 $113.6 $69.2(3)$439.3 

Commercial paper

 $ $ $10.8 $31.2 $0.5 $42.5 

(1)
Citigroup guarantees all of CFI's debt and CGMHI's publicly issued securities.

(2)
Of this amount, approximately $64.6 billion is guaranteed by the FDIC under the TLGP with $6.3 billion maturing in 2010, $20.3 billion maturing in 2011 and $38 billion maturing in 2012.

(3)
At March 31, 2010, approximately $21.6 billion relates to collateralized advances from the Federal Home Loan Bank.

        The table below details the long-term debt issuances of Citigroup during the past five quarters.

In billions of dollars 1Q09 2Q09 3Q09 4Q09 1Q10 

Debt issued under TLGP guarantee

 $21.9 $17.0 $10.0 $10.0 $ 

Debt issued without TLGP guarantee:

                
 

Citigroup parent company/CFI

  2.0  7.4  12.6  4.0(3) 1.3 
 

Other Citigroup subsidiaries

  0.5  10.1(1) 7.9(2) 5.8(4) 3.7(5)
            

Total

 $24.4 $34.5 $30.5 $19.8 $5.0 
            

(1)
Includes $8.5 billion issued through the U.S. government-sponsored Department of Education Conduit Facility, and $1 billion issued by Citibank Pty. Ltd. Australia and guaranteed by the Commonwealth of Australia.

(2)
Includes $3.3 billion issued through the U.S. government-sponsored Department of Education Conduit Facility, and $1 billion issued by Citibank Pty. Ltd. Australia and guaranteed by the Commonwealth of Australia.

(3)
Includes $1.9 billion of senior debt issued under remarketing of $1.9 billion of Citigroup Capital XXIX trust preferred securities held by the Abu Dhabi Investment Authority (ADIA) to enable them to execute the forward stock purchase contract in March 2010.

(4)
Includes $1.4 billion issued through the U.S. government-sponsored Department of Education Conduit Facility.

(5)
Includes $0.5 billion issued through the U.S. government-sponsored Department of Education Conduit Facility and $0.5 billion issued by Citibank Pty. Ltd. Australia and guaranteed by the Commonwealth of Australia.

        See Note 12 to the Consolidated Financial Statements for further detail on Citigroup's and its affiliates' long-term debt and commercial paper outstanding. Commercial paper outstanding as of March 31, 2010 increased from $10.2 billion as of December 31, 2009 to $42.5 billion as a result of the consolidation of VIEs due to lower marketing costs, lower business volumes, restructuring efforts and prior-year repositioning charges, which were partially offset by higher credit management costs, the absenceadoption of a prior-year pretax Visa-related litigation reserve release of $159 million and a legal vehicle restructuring. Expenses decreased by 11% inNorth America, 27% inEMEA, 18% inLatin America, and 21% inAsia. Outside ofNorth America, FX translation also contributed to the decrease in expenses.

Provisions for credit losses and for benefits and claims increased $1.202 billion, reflecting increases of $695 million in net credit losses and $485 million in higher loan loss reserve builds. InNorth America, credit costs increased $840 million, driven by higher net credit losses, up $498 million orSFAS 166/167.


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81%        Structural liquidity, defined as the sum of deposits, long-term debt and stockholders' equity as a percentage of total assets, was 71% at March 31, 2010, compared with 73% at December 31, 2009 and 68% at March 31, 2009. The reduction in the ratio during the current quarter primarily reflected the impact of adoption of SFAS 166/167.

Aggregate Liquidity Resources

 
 Parent & Broker Dealer Significant Bank Entities Total 
In billions of dollars Mar. 31,
2010
 Dec. 31,
2009
 Mar. 31,
2009
 Mar. 31,
2010
 Dec. 31,
2009
 Mar. 31,
2009
 Mar. 31,
2010
 Dec. 31,
2009
 Mar. 31,
2009
 

Cash at major central banks

 $9.5 $10.4 $17.3 $108.9 $105.1 $99.0 $118.4 $115.5 $116.3 

Unencumbered Liquid

                            

Securities

  72.8  76.4  51.7  128.7  123.6  46.9  201.5  200.0  98.6 
                    

Total

 $82.3 $86.8 $69.0 $237.6 $228.7 $145.9 $319.9 $315.5 $214.9 
                    

        As noted in the table above, Citigroup's aggregate liquidity resources totaled $319.9 billion as of March 31, 2010 as compared with $315.5 billion as of December 31, 2009, and $214.9 billion as of March 31, 2009. As of March 31, 2010, Citigroup's and its affiliates' liquidity portfolio and broker-dealer "cash box" totaled $82.3 billion as compared with $86.8 billion at December 31, 2009 and $69.0 billion at March 31, 2009. This includes the liquidity portfolio and cash box held in the U.S. as well as government bonds held by Citigroup's broker-dealer entities in the United Kingdom and Japan. Further, at March 31, 2010, Citigroup's bank subsidiaries had an aggregate of approximately $108.9 billion of cash on deposit with major central banks (including the U.S. Federal Reserve Bank of New York, the European Central Bank, Bank of England, Swiss National Bank, Bank of Japan, the Monetary Authority of Singapore, and the Hong Kong Monetary Authority), compared with approximately $105.1 billion at December 31, 2009 and $99.0 billion at March 31, 2009. Citigroup's bank subsidiaries also have significant additional liquidity resources through unencumbered highly liquid securities available for secured funding through private markets or that are, or could be, pledged to the major central banks and the U.S. Federal Home Loan Banks. The value of these liquid securities was $128.7 billion at March 31, 2010, as compared with $123.6 billion at December 31, 2009 and $46.9 billion at March 31, 2009. Significant amounts of cash and liquid securities are also available in other Citigroup entities.

        Consistent with the strategic reconfiguration of Citi's balance sheet, the build-up of liquidity resources and the shift in focus on increasing structural liabilities, Citigroup entered 2010 with much of its required long-term debt funding already in place. As a consequence, it is currently expected that the direct long-term funding requirements for Citigroup and CFI in 2010 will be an aggregate of $15 billion, which is well below the $39 billion of expected maturities. This $15 billion includes the approximately $2.3 billion of trust preferred securities that were issued by Citi during the first quarter of 2010.

Parameters for Intercompany Funding Transfers

        In general, Citigroup, as the parent holding company, can freely transfer funding to other affiliated entities. Broker-dealer subsidiaries can transfer excess liquidity to the parent holding company through termination of intercompany borrowings and to the parent and other affiliates to the extent of its excess capital.

        Some of Citigroup's non-bank subsidiaries have credit facilities with Citigroup's subsidiary depository institutions, including Citibank, N.A. Borrowings under these facilities must be secured in accordance with Section 23A of the Federal Reserve Act. As of March 31, 2010, the amount available for lending under these facilities was approximately $32 billion. There are various legal restrictions on the extent to which Citi's subsidiary depository institutions can lend or extend credit to or engage in certain other transactions with Citigroup and certain of its non-bank subsidiaries. In general, transactions must be on arm's-length terms and be secured by designated amounts of specified collateral. See Note 12 to the Consolidated Financial Statements.


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Credit Ratings

        Citigroup's ability to access the capital markets and other sources of funds, as well as the cost of these funds and its ability to maintain certain deposits, is dependent on its credit ratings. The table below indicates the current ratings for Citigroup. As a result of the Citigroup guarantee, changes in ratings for Citigroup Funding Inc. are the same as those of Citigroup.

Citigroup's Debt Ratings as of March 31, 2010


Citigroup Inc.Citigroup Funding Inc.Citibank, N.A.

Senior
debt
Commercial
paper
Senior
debt
Commercial
paper
Long-
term
Short-
term

Fitch Ratings

A+F1+A+F1+A+F1+

Moody's Investors Service

A3P-1A3P-1A1P-1

Standard & Poor's

AA-1AA-1A+A-1

        On February 9, 2010, S&P affirmed the counterparty credit and debt ratings of Citi. At the same time, S&P revised its outlook on Citi to negative from stable, bringing it in line with many large bank holding companies. This action was the result of S&P's view that there is increased uncertainty about the U.S. government's willingness to provide extraordinary support to a number of systemically important financial institutions. Ratings outlooks from both Moody's and Fitch remain stable. However, continued uncertainty remains for the industry regarding proposed regulatory and legislative changes, and rating agency actions in response to such changes.

        Ratings downgrades by Fitch Ratings, Moody's Investors Service or Standard & Poor's could have material impacts on funding and liquidity through cash obligations, reduced funding capacity and due to collateral triggers. Because of the current credit ratings of Citigroup Inc., a one-notch downgrade of its senior debt/long-term rating may or may not impact Citigroup Inc.'s commercial paper/short-term rating by one notch. As of March 31, 2010, Citi currently believes that a one-notch downgrade of both the senior debt/long-term rating of Citigroup Inc. and a one-notch downgrade of Citigroup Inc.'s commercial paper/short-term rating, could likely result in the assumed loss of unsecured commercial paper ($10.8 billion) and tender option bonds funding ($2.5 billion) as well as derivative triggers and additional margin requirements ($1.1 billion). Additionally, other funding sources, such as repurchase agreements and other margin requirements for which there are no explicit triggers, could be adversely affected. The aggregate liquidity resources of Citigroup's parent holding company and broker-dealer stood at $82.3 billion as of March 31, 2010 in part as a contingency for such an event, and a broad range of mitigating actions are currently included in the Citigroup contingency funding plan. These mitigating factors include, but are not limited to, accessing funding capacity from existing clients, diversifying funding sources, adjusting the size of select trading books, and tailoring levels of reverse repurchase agreement lending.

        Citi currently believes that a more severe ratings downgrade scenario, such as a two-notch downgrade of the senior debt/long-term rating of Citigroup Inc., accompanied by a one-notch downgrade of Citigroup Inc.'s commercial paper/short-term rating, could result in an additional $1.2 billion in funding requirement in the form of cash obligations and collateral.

        Further, as of March 31, 2010, a one-notch downgrade of the senior debt/long-term ratings of Citibank, N.A. could result in an approximate $3.7 billion funding requirement in the form of collateral and cash obligations. Because of the current credit ratings of Citibank, N.A., a one-notch downgrade of its senior debt/long-term rating is unlikely to have any impact on its commercial paper/short-term rating. The significant bank entities, Citibank, N.A., and other bank vehicles have aggregate liquidity resources of $237.6 billion, and have a higher loan loss reserve build, up $342 million. Higher credit costs reflecteddetailed contingency funding plan that encompasses a weakeningbroad range of leading credit indicators, trends in the macro-economic environment, including the housing market downturn, rising unemployment trends and higher bankruptcy filings, and the continued acceleration in the rate at which delinquent customers advanced to write-off. The net credit loss ratio increased by 503 basis points to 10.42%.

        Outside ofNorth America, credit costs increased by $261 million and $110 million inEMEA andAsia, respectively, and decreased by $31 million inLatin America. Net credit losses were up $94 million, $61 million and $42 million inEMEA,Latin America andAsia, respectively. Also contributing to the increase were higher loan loss reserve builds, which were up $143 million.

        On December 18, 2008, the federal banking regulators adopted final rules under the Federal Truth-in-Lending Act and the Federal Trade Commission Act which represent a substantial overhaul of credit card disclosure rules and lender practices. These rules take effect July 1, 2010 and could have an adverse impact on theGlobal Cards business. Subsequent to March 31, 2009, the U.S. House of Representatives and the Senate have proposed additional legislation regarding credit card disclosures and practices. These bills, if passed, may further impact the U.S. credit card business.mitigating actions.


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CONSUMER BANKINGOFF-BALANCE-SHEET ARRANGEMENTS

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2009 2008 

Net interest revenue

 $4,845 $5,651  (14)%

Non-interest revenue

  1,557  2,140  (27)
        

Revenues, net of interest expense

 $6,402 $7,791  (18)%

Operating expenses

  3,536  4,309  (18)

Provision for credit losses and for benefits and claims

  5,213  3,643  43 
        

Income (loss) before taxes and noncontrolling interests

 $(2,347)$(161) NM 

Income taxes benefits

  (1,126) (215) NM 

Net income attributable to noncontrolling interests

  5  2  NM 
        

Net income (loss)

 $(1,226)$52  NM 
        

Average assets(in billions of dollars)

 $477 $568  (16)%

Return on assets

  (1.04)% 0.04%   
        

Revenues, net of interest expense, by region:

          
 

North America

 $3,955 $4,485  (12)%
 

EMEA

  506  700  (28)
 

Latin America

  818  1,048  (22)
 

Asia

  1,123  1,558  (28)
        

Total revenues

 $6,402 $7,791  (18)%
        

Net income (loss) by region:

          
 

North America

 $(1,245)$(333) NM 
 

EMEA

  (178) (85) NM 
 

Latin America

  81  271  (70)%
 

Asia

  116  199  (42)
        

Total net income (loss)

 $(1,226)$52  NM 
        

Consumer Finance Japan (CFJ)—NIR

 $162 $264  (39)%

Consumer Banking, excluding CFJ—NIR

 $4,683 $5,387  (13)%
        

CFJ—Operating expenses

 $59 $95  (38)%

Consumer Banking, excluding CFJ-operating expenses

 $3,477 $4,214  (17)%
        

CFJ—Net loss

 $(36)$(86) 58%

Consumer Banking, excluding CFJ—Net income (loss)

 $(1,190)$138  NM 
        

Key Indicators

          

Average loans(in billions of dollars)

 $366.2 $407.7  (10)%

Average deposits(in billions of dollars)

 $267.7 $297.8  (10)

Accounts(in millions)

  77.0  80.1  (4)

Branches

  7,310  8,160  (10)
        

NM    Not meaningful

1Q09 vs. 1Q08

Consumer Banking revenue declined 18% driven by a 42% decline in investment sales, lower volumes and spread compression. A general slowdown in the global capital markets drove the decline in investment sales.Net interest revenue was 14% lower than the prior year with average loans and deposits both down 10%, and net interest margin decreasing as well.Non-interest revenue declined 27%, primarily due to the decline in investment sales. The impact of FX translation also contributed to the overall decline in revenue.

        InNorth AmericaCitigroup and its subsidiaries are involved with several types of off-balance-sheet arrangements, including special purpose entities (SPEs), revenues declined 12% primarily due to lower volumes and spread compression.Net Interest Revenue was 7% lower than the prior-year period, primarily driven by lower loan volumes and spread compression due largely to higher non-accrual loans and lower interest rates on loan modifications. Average loans were down 8% while deposits increased by 4% comparedin connection with the prior-year period. The decrease in loan volume was mainly due to a reduction in residential real estate loans.Non-Interest Revenue declined 24%, mainly driven by higher run-off of the servicing portfolio due to mortgage refinancing, a 47% decline in investment sales, and the absence of gains on the sale of assets in the prior-year period. Revenuessecuritization activities inEMEA declined 28% as investment sales and assets under management declined 64% and 49%, respectively, mainly due to adverse market conditions. Average loans were down 21% due to tighter underwriting criteria, the exiting from certain markets, and the impact of FX translation. Average deposits were down 35%, reflecting a decline in balances in the UK as customers aligned deposits with government insurance programs and the impact of FX translation. Revenue inLatin America declined 22% and average loans and deposits were down 7% and 19%, respectively, due to the impact of FX translation. InAsia, revenues declined 28% driven by a significant decline in investment revenues, reflecting a continued decline in equity markets across the region. Average loans and deposits declined 19% and 15%, respectively, mainly due to the impact of FX translation.

Operating expenses declined 18%, reflecting the benefits from re-engineering efforts and the impact of FX translation. The prior-year period also included a $221 million expense benefit related to a legal vehicle restructuring in Mexico.


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In North America, Expenses were 14% lower than the prior-year period, with benefits from re-engineering efforts and the absence of a $126 million repositioning charge in the prior-year period being partially offset by higher collection and credit-related expenses. InEMEA, expenses were 40% lower than the prior-year period due to benefits of re-engineering efforts, the impact of FX translation and the absence of a $71 million repositioning charge in the prior-year period. InLatin America, expenses were 5% higher due to the absence of a $221 million expense benefit related to a legal vehicle restructuring, partially offset by the benefits of reengineering efforts and the impact of FX translation. InAsia, expenses were 26% lower than the prior-year period due to the benefits of re-engineering efforts includingRegional Consumer Finance Japan (CFJ).

Provisions for credit losses and for benefits and claims increased $1.6 billion or 43% mainly due to higher net credit losses inNorth America residential real estate. The $1.2 billion net loan loss reserve build in the first quarter reflected the continued weakening of leading credit indicators, including a continued rise in delinquencies.

Credit costs inNorth America increased 51%, due to higher net credit losses, up 88% or $1.4 billion, and a $989 million net loan loss reserve build, driven primarily by residential real estate. The loan loss reserve build was $44 million lower than the prior-year period. Credit costs reflected a continued weakening of leading credit indicators, including a continued rise in delinquencies in first and second mortgages, personal, and commercial loans. Credit costs also reflected trends in the macro-economic environment, including the housing market downturn. The net credit loss ratio increased 213 basis points to 4.15%.

        InEMEA, credit costs nearly doubled as a result of higher net credit losses and an incremental net loan loss reserve build of $100 million. Higher credit costs reflected continued credit deterioration, particularly in Spain, Greece and the UK. The net credit loss ratio increased 256 basis points to 5.11%. InLatin America, credit costs increased 15% due to a $20 million incremental net loan loss reserve build. The net credit loss ratio increased 32 basis points to 4.10%. InAsia, credit costs were down slightly as higher net credit losses, mainly in India, were offset by a net loan loss reserve release in CFJ.


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INSTITUTIONAL CLIENTS GROUP (ICG)

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2009 2008 

Net interest revenue

 $5,348 $4,303 24%

Non-interest revenue

  4,159  (9,261)NM 
        

Revenues, net of interest expense

 $9,507 $(4,958)NM 

Operating expenses

  3,965  5,970 (34)%

Provision for credit losses and for benefits and claims

  1,889  297 NM 
        

Income (loss) before taxes and noncontrolling interests

 $3,653 $(11,225)NM 

Income taxes (benefits)

  841  (4,832)NM 

Net loss attributable to noncontrolling interests

  (21) (36)42%
        

Net income (loss)

 $2,833 $(6,357)NM 
        

Average assets(in billions of dollars)

 $1,062 $1,440 (26)%
        

Revenues, net of interest expense, by region:

         
 

North America

 $2,095 $(7,824)NM 
 

EMEA

  4,597  133 NM 
 

Latin America

  1,129  1,012 12%
 

Asia

  1,686  1,721 (2)
        

Total revenues

 $9,507 $(4,958)NM 
        

Net income (loss) by region:

         
 

North America

 $(135)$(5,955)98%
 

EMEA

  2,019  (1,142)NM 
 

Latin America

  442  382 16 
 

Asia

  507  358 42 
        

Total net income (loss)

 $2,833 $(6,357)NM 
        

Total net income (loss) by product:

         
 

Securities and Banking

 $1,990 $(7,089)NM 
 

Transaction Services

  843  732 15%
        

Total net income (loss)

 $2,833 $(6,357)NM 
        

Securities and Banking

         
 

Revenue details

         
 

Net Investment Banking

 $1,219 $(1,667)NM 
 

Lending

  (364) 584 NM 
 

Equity markets

  1,903  979 94%
 

Fixed income markets

  4,688  (7,023)NM 
 

Other Securities and Banking

  (261) (178)(47)
        

Total Securities and Banking Revenues

 $7,185 $(7,305)NM 

Transaction Services

  2,322  2,347 (1)%
        

Total revenues

 $9,507 $(4,958)NM 
        

NM    Not meaningful

1Q09 vs. 1Q08

Revenues, net of interest expense, were $7.2 billion in S&B mainly due to $4.7 billion of fixed income markets revenues reflecting strong trading results. Included in fixed income markets revenues is a $2.5 billion positive credit value adjustment (CVA) on derivative positions, excluding monolines and Citi debt liabilities, offset partially by $2.3 billion of net write-downs on subprime-related direct exposures, $1.2 billion in private equity and equity investment losses and $1.1 billion downward CVA related to exposure to monoline insurers and other revenue write-downs and losses detailed under "Items Impacting the Securities and Banking Business." Also included in S&B is $1.9 billion in equity markets revenues, primarily driven by derivatives, convertibles and equity trading, and $1.2 billion of net investment banking revenues mainly from debt underwriting. Revenue growth was offset partially by lending revenues of negative $364 million driven by losses on credit default swap hedges and $247 million of net write-downs and impairments on highly leveraged finance commitments. Transaction Services revenues declined 1% to $2.3 billion and average deposits and other customer liability balances declined 2%. Growth in both revenues and deposits, driven by double-digit revenue growth inNorth America and strong growth inEMEA, was more than offset by the impact of FX translation. Assets under custody declined 20% largely due to declining equity markets.

Operating expenses decreased 39% in S&B and included a $250 million litigation reserve release. The prior-year period included a $202 million write-down of the Old Lane intangible asset and $305 million of repositioning charges. Excluding these items from both periods, expenses declined 25%, driven by lower compensation due to headcount reductions and benefits from re-engineering and expense management. Transaction Services expenses declined 15%, driven by headcount reductions and re-engineering benefits, as well as the impact of FX translation.


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        Theprovision for credit losses in S&B increased significantly to $1.8 billion. Net credit losses were up $1.4 billion mainly due to the write-off of LyondellBasell. The $306 million net loan loss reserve build was driven by a $1.2 billion build for specific counterparties and a $506 million build to reflect a general weakening in the corporate credit environment, largely offset by a $1.4 billion release for specific counterparties, mainly LyondellBasell.


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GLOBAL WEALTH MANAGEMENT

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2009 2008 

Net interest revenue

 $698 $570  22%

Non-interest revenue

  1,921  2,709  (29)
        

Revenues, net of interest expense

 $2,619 $3,279  (20)%

Operating expenses

  2,101  2,796  (25)

Provision for credit losses and for benefits and claims

  112  21  NM 
        

Income before taxes and noncontrolling interest

 $406 $462  (12)%

Income taxes

  145  159  (9)

Net income attributable to noncontrolling interests

    9  (100)
        

Net income

 $261 $294  (11)%
        

Average assets(in billions of dollars)

 $93 $107  (13)%

Return on assets

  1.30% 2.00%   
        

Revenues, net of interest expense, by region:

          
 

North America

 $1,981 $2,376  (17)%
 

EMEA

  126  170  (26)
 

Latin America

  60  100  (40)
 

Asia

  452  633  (29)
        

Total revenues

 $2,619 $3,279  (20)%
        

Net income (loss) by region:

          
 

North America

 $244 $165  48%
 

EMEA

  26  26   
 

Latin America

  (9) 26  NM 
 

Asia

    77  (100)
        

Total net income

 $261 $294  (11)%
        

Key Indicators(in billions of dollars, except for offices)

          

Average loans

 $53 $64  (17)%

Average deposits and other customer liability balances

 $117 $132  (11)

Offices

  777  859  (10)

Total client assets

 $1,196 $1,707  (30)

Clients assets under fee-based management

 $293 $481  (39)
        

NM    Not meaningful

1Q09 vs. 1Q08

Revenues, net of interest expense, decreased 20% primarily due to lower investment management fees and the impact of lower client transactional activity, partially offset by higher banking revenues, driven by the bank deposit program and a higher net interest margin inNorth America. The impact of market conditions on capital markets revenue was the main driver of decreased revenues inAsia. Other drivers of theInternational revenue decline included lower management fees and lower banking revenue.

Total client assets, including assets under fee-based management, decreased $511 billion, or 30%, mainly reflecting the impact of market declines over the past year. Net outflows of $40 billion in the quarter resulted from financial advisor attrition and client diversification. GWMhad 12,659 financial advisors/bankers as of March 31, 2009, compared with 15,241 as of March 31, 2008. The decline in advisors was weighted towards the lower end of the performance scale in North America, consistent with previously announced compensation plans, and also reflected the elimination of low performing bankers and advisors in Asia.

Operating expenses decreased 25% primarily due to lower compensation costs and continued expense management. Lower expenses also reflect the absence of a first quarter 2008 reserve of $250 million related to an offer to facilitate the liquidation of investments in a Citi-managed fund for its clients.

        Theprovision for credit losses increased by $91 million, reflecting higher reserve builds of $83 million and increased net credit losses of $8 million. The reserve builds and net credit losses in the 2009 first quarter reflect the impact on clients of deteriorating financial and real estate markets. The reserve builds were mainly inNorth America for statistical builds (primarily related to residential real estate), SFAS 114 impaired loans and lending to address client liquidity needs related to auction rate securities holdings.


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CORPORATE/OTHER

 
 First Quarter 
In millions of dollars 2009 2008 

Net interest revenue

 $(665)$(162)

Non-interest revenue

  1,161  112 
      

Revenues, net of interest expense

 $496 $(50)

Operating expense

  289  105 
      

(Loss) from continuing operations before taxes

 $207 $(155)

Noncontrolling interests intersegment elimination

  16  21 

Income taxes

  867  286 
      

Income (loss) from continuing operations

 $(675)$(462)

Income (loss) from discontinued operations, net of taxes

  (33) 115 
      

Net Income (loss) before attribution of noncontrolling interests

 $(708)$(347)

Net Income (loss) attributable to noncontrolling interests

  (16) (21)
      

Citigroup's Net income (loss)

 $(692)$(326)
      

1Q09 vs. 1Q08

Revenues, net of interest expense, increased primarily driven by hedging activities and the impact of changes in U.S. dollar rates.

Operating Expenses increased primarily due to the $171 million amortization of the cost of the loss-sharing agreement with the USG.

Income Tax reflects higher taxes held at Corporate.


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REGIONAL DISCUSSIONS

        The following are the four regions in which Citigroup operates. The regional results are fully reflected in the previous segment discussions.

NORTH AMERICA

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2009 2008 

Net interest revenue

 $7,840 $6,691  17%

Non-interest revenue

  2,966  (4,311) NM 
        

Total Revenues, net of interest expense

 $10,806 $2,380  NM 

Total operating expenses

  6,343  8,277  (23)%

Provisions for credit losses and for benefits and claims

  7,205  3,889  85 
        

Loss before taxes and noncontrolling interests

 $(2,742)$(9,786) 72%

Income benefits

  (1,382) (4,165) 67 

Net loss attributable to noncontrolling interests

  (15) (35) 57 
        

Net loss

 $(1,345)$(5,586) 76%
        

Average assets(in billions of dollars)

 $1,021 $1,289  (21)%

Return on assets

  (0.53)% (1.74)%   
        

Key Drivers(in billions of dollars, except branches)

          

Average Loans

 $422.5 $442.3  (4)%

Average Consumer Banking Loans

 $283.3 $307.2  (8)

Average deposits (and other consumer liability balances)

 $281.4 $263.7  7 

Branches/offices

  3,955  4,251  (7)
        

NM    Not meaningful

1Q09 vs. 1Q08

Revenues, net of interest expense, increased $8.4 billion driven by significant fixed income market revenues inS&B, which reflected strong trading results and lower net write-downs. Included in fixed income market revenues is a positive credit value adjustment (CVA) on derivative positions, excluding monolines and Citi liabilities, offset partially by net write-downs on subprime-related direct exposures, private equity and equity investment losses, and a downward CVA related to exposure to monoline insurers and other revenue write-downs and losses detailed under "Items Impacting the Securities and Banking Business."

        InGlobal Cards, a 17% revenue decline was mainly driven by lower securitization revenues, which reflected the impact of higher credit losses in the securitization trusts and the absence of a $349 million pretax gain on the sale of Visa shares. Purchase sales were 18% lower than the prior year reflecting a confined decline in discretionary and non-discretionary consumer spending.

        InConsumer Banking, revenues declined 12% primarily due to lower volumes and spread compression.Net Interest Revenue was 7% lower than the prior-year period, primarily driven by lower loan volumes and spread compression due largely to higher non-accrual loans and lower interest rates on loan modifications. Average loans were down 8% while deposits increased by 4% compared with the prior-year period. The decrease in loan volume was mainly due to a reduction in residential real estate loans.Non-Interest Revenue declined 24%, mainly driven by higher run-off of the servicing portfolio due to mortgage refinancing, a 47% decline in investment sales, and the absence of gains on the sale of assets in the prior-year period.

        InGWM, revenues decreased 17% primarily due to lower investment management fees and the impact of lower client transactional activity, partially offset by higher banking revenues, driven by the bank deposit program and a higher net interest margin.

Operating expenses decreased 23%, primarily due to lower marketing costs, lower business volumes, restructuring efforts and prior-year repositioning charges, which were partially offset by higher credit management costs, the absence of a prior-year pretax Visa-related litigation reserve release and legal vehicle restructuring. Offsetting the decreases were higher collection and credit-related expenses.

Provisions for loan losses and for benefits and claims increased 85%.Consumer Banking credit costs increased 51% mainly due to a $1.4 billion increase in net credit losses.Global Cards credit costs increased 91%, due to an increase of $498 million in net credit losses and an increase in reserve builds of $342 million.ICG increased $1.0 billion, mainly due to $1.1 billion increase in net credit losses.


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EMEA

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2009 2008 

Net interest revenue

 $2,031 $2,104  (3)%

Non-interest revenue

  3,690  (516) NM 
        

Total Revenues, net of interest expense

 $5,721 $1,588  NM 

Total operating expenses

  1,936  3,072  (37)%

Provisions for credit losses and for benefits and claims

  1,227  456  NM 
        

Income (loss) before taxes and noncontrolling interests

 $2,558 $(1,940) NM 

Income taxes (benefits)

  755  (802) NM 

Net income attributable to noncontrolling interests

  1  21  (95)%
        

Net income (loss)

 $1,802 $(1,159) NM 
        

Average assets(in billions of dollars)

 $286 $432  (34)%

Return on assets

  2.56% (1.08)%   
        

Key Drivers(in billions of dollars, except branches)

          

Average Loans

 $91.5 $123.2  (26)%

Average Consumer Banking Loans

 $19.9 $25.1  (21)

Average deposits (and other consumer liability balances)

 $135.4 $163.0  (17)

Branches/offices

  730  842  (13)
        

NM    Not meaningful

1Q09 vs. 1Q08

Revenues increased to $5.7 billion largely driven by S&B. Revenues inGlobal Cards andConsumer Banking decreased by 16% and 28% respectively, driven by continued deterioration in the market environment and the negative impact of FX translation.

        InICG, S&B had record revenues, based on significant contributions across all products, and in particular Rates & Currencies which benefited from high volatility and wide-spreads. The first quarter of 2008 included write-downs in subprime-related losses of $1.4 billion and $0.6 billion in commercial real estate and highly leveraged finance commitments. The current quarter included $0.6 billion of CVA on derivatives, which is now reported within the region. Transaction Services revenues decreased 3% largely due to a decline in customer liability balances, down 8%, and headwinds from FX translation and interest rates.

        Revenues inGWM declined by 26% due to lower capital markets and investment activity, FX translation impact and reduction in loan balances and customer deposits. Average loans declined 30% due to client pay-downs and active asset management, while client assets under fee-based management decreased 40% primarily due to lower market values and FX translation impact.

Operating Expenses were down 37% from the first quarter of 2008 driven by lower headcount and continued benefits from re-engineering efforts, the favorable impact of FX translation, lower incentive compensation and repositioning charges.

Provisions for credit losses and for benefits and claimsincreased by $771 million from the first quarter of 2008 due to ongoing deterioration in market conditions, predominantly in the UK, Spain and Greece, and losses associated with loan sales in ICGInstitutional Clients Group.


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LATIN AMERICA

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2009 2008 

Net interest revenue

 $1,597 $2,015  (21)%

Non-interest revenue

  2,360  1921  23 
        

Total Revenues, net of interest expense

 $3,957 $3,936  1%

Total operating expenses

  1,345  1,487  (10)

Provisions for credit losses and for benefits and claims

  887  781  14 
        

Income before taxes and noncontrolling interests

 $1,725 $1,668  3%

Income taxes

  541  472  15 

Net income attributable to noncontrolling interests

  1  1   
        

Net income

 $1,183 $1,195  (1)%
        

Average assets(in billions of dollars)

 $130 $153  (15)%

Return on assets

  3.69% 3.14%   
        

Key Drivers(in billions of dollars, except branches)

          

Average Loans

 $49.9 $60.3  (17)%

Average Consumer Banking Loans

  13.6  14.6  (7)

Average deposits (and other consumer liability balances)

 $56.2 $70.4  (20)

Branches/offices

  2,450  2,645  (7)
        

1Q09 vs. 1Q08

Revenues increased 1% over the prior year, with strong trading results and one-time gains mostly offset by the impact of FX translation across the region and unfavorable market conditions during the quarter.Global Cards revenue grew 10%, driven by the $1.1 billion gain on the sale of Redecard shares in the first quarter of 2009, offset partially by the prior-year $663 million gain on sale of Redecard shares.Consumer Banking revenue decreased 22% driven by a 7% decline in average loans, a 19% decline in average deposits, and lower investment sales and assets under management.ICG revenue increased 12%, mostly due to S&B revenues being 17% higher, driven by stronger fixed income trading results, offset partially by declines in investment banking and lending. Transaction Services revenues were up 1% with stronger trade services performance due to higher spreads mostly offset by weakness in the securities and funds services business.GWM revenue fell 40% driven by decreases in the investments, capital markets, and banking businesses reflecting the impact of market conditions.

Operating expenses decreased 10% from the prior-year quarter mainly due to re-engineering efforts which resulted in significant savings in addition to the benefit from FX translation, partially offset by a $282 million benefit related to a legal vehicle restructuring in Mexico in the prior year.

Provisions for loan losses and for benefits and claimsincreased 14% mainly due to increases in ICGand Consumer Banking.


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ASIA

 
 First Quarter  
 
 
 %
Change
 
In millions of dollars 2009 2008 

Net interest revenue (NIR)

 $2,095 $2,419  (13)%

Non-interest revenue

  1,714  2,168  (21)
        

Total Revenues, net of interest expense

 $3,809 $4,587  (17)%

Total operating expenses

  2,174  2,834  (23)

Provisions for credit losses and for benefits and claims

  989  727  36%
        

Income before taxes and noncontrolling interests

 $646 $1,026  (37)%

Income taxes

  4  269  (99)

Net loss attributable to noncontrolling interests

  (3) (8) 63%
        

Net income

 $645 $765  (16)%
        

Average assets(in billions of dollars)

 $301 $364  (17)%

Return on assets

  0.87% 0.85%   
        

Consumer Finance Japan (CFJ)—NIR

 $162 $264  (39)%

Asia excluding CFJ—NIR

 $1,933 $2,155  (10)
        

CFJ—Operating Expenses

 $59 $95  (38)%

Asia excluding CFJ—Operating Expenses

 $2,115 $2,739  (23)%
        

CFJ—Provision for loan losses and for benefits and claims

 $264 $317  (17)%

Asia excluding CFJ—provision for loan losses and for benefits and claims

 $725 $410  77 
        

CFJ—Net loss

 $(36)$(86) 58%

Asia excluding CFJ—Net Income

 $681 $851  (20)
        

Key Drivers(in billions of dollars, except branches)

          

Average Loans

 $107.5 $135.5  (21)%

Average Consumer Banking Loans

 $41.8 $51.9  (19)

Average deposits (and other consumer liability balances)

 $189.7 $215.7  (12)

Branches/offices

  952  1,281  (26)%
        

1Q09 vs. 1Q08

Revenues, net of interest expense, decreased 17%.Global Cards revenue decreased 19% as continued growth in core revenue was more than offset by the impact of FX translation and the absence of an $81 million gain on Visa shares in the prior-year period.Consumer Banking revenues, excluding Consumer Finance Japan (CFJ), decreased by 25%, driven by the impact of FX translation, lower investment revenue due to market disruption, and lower deposit spreads as interest rates declined across the region. S&B revenues increased 6%, driven by strong results from rates and currencies trading which was partially offset by write-downs of $657 million on Private Equity and Equity Investments. Transaction Services revenue decreased 13%, mostly driven by reduced Securities Funds Services revenue, due to decline in global stock markets. GWM revenue declined by 29%, due to the global decline in stock markets, and de-leveraging by our customers.

Operating Expenses decreased 23% reflecting benefits of re-engineering efforts and the impact of FX translation, and the absence of repositioning charges in the prior-year period.

Provisions for credit losses and for benefits and claims increased 36% primarily driven by a $152 million incremental loan loss reserve build related toGlobal Cards,Consumer Banking and S&B, in addition to higher credit costs in India.

Asia Excluding CFJ

        As disclosed in the table above, excluding CFJ, net interest revenue decreased 10%. Driven by a 19% decline in average loans and a 15% decline in deposits, which was mainly due to the impact of FX translation.Operating expenses excluding CFJ decreased 23% and net income excluding CFJ decreased 20%.


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TARP AND OTHER REGULATORY PROGRAMS

Issuance of $25 Billion of Perpetual Preferred Stock and a Warrant to Purchase Common Stock under TARP

        On October 28, 2008, Citigroup raised $25 billion through the sale of non-voting perpetual, cumulative preferred stock and a warrant to purchase common stock to the U.S. Department of the Treasury (UST) as part of the UST's Troubled Asset Relief Program (TARP) Capital Purchase Program. All of the proceeds were treated as Tier 1 Capital for regulatory capital purposes.

        The preferred stock has an aggregate liquidation preference of $25 billion and an annual dividend rate of 5% for the first five years and 9% thereafter. Dividends are cumulative and payable quarterly in cash. As previously disclosed, Citi will continue to pay full dividends on the preferred stock up to and including the closing of the public exchange offers, at which point the dividends will be suspended.

        Of the $25 billion in cash proceeds, $23.7 billion was allocated to preferred stock and $1.3 billion to the warrant on a relative fair value basis. The discount on the preferred stock will be accreted and recognized as a preferred dividend (reduction ofRetained earnings) over a period of five years. The warrant has a term of ten years, an exercise price of $17.85 per share and is exercisable for approximately 210.1 million shares of common stock, which would be reduced by one-half if Citigroup raises an additional $25 billion through the issuance of Tier 1-qualifying perpetual preferred or common stock by December 31, 2009. The value ascribed to the warrant was recorded in Citigroup's stockholders' equity and resulted in an increase inAdditional paid-in capital.

Additional Issuance of $20 Billion of Perpetual Preferred Stock and a Warrant to Purchase Common Stock under TARP

        On December 31, 2008, Citigroup raised an additional $20 billion through the sale of non-voting perpetual, cumulative preferred stock and a warrant to purchase common stock to the UST as part of TARP. All of the proceeds were treated as Tier 1 Capital for regulatory capital purposes.

        The preferred stock has an aggregate liquidation preference of $20 billion and an annual dividend rate of 8%. Dividends are cumulative and payable quarterly in cash. Of the $20 billion in cash proceeds, $19.5 billion was allocated to preferred stock and $0.5 billion to the warrant on a relative fair value basis. The discount on the preferred stock will not be accreted and will only be recognized as a preferred dividend (reduction ofRetained earnings) at the time of redemption. The warrant has a term of 10 years, an exercise price of $10.61 per share and is exercisable for approximately 188.5 million common shares. The value ascribed to the warrant was recorded in Citigroup's stockholders' equity and resulted in an increase inAdditional paid-in capital.

        The issuance of the warrants in October and December 2008, as well as other common stock issuances, resulted in a conversion price reset of the $12.5 billion of 7% convertible preferred stock sold in a private offering in January 2008. See "Events in 2009," "Capital Resources" and Note 13 for a further discussion. As previously disclosed, Citi will continue to pay full dividends on the preferred stock up to and including the closing of the public exchange offers, at which point the dividends will be suspended.

        For both the October 2008 and December 2008 issuances under TARP, the proceeds were allocated between the preferred stock and warrants on a relative fair value basis. The fair value for the preferred stock was calculated using a discounted cash flow approach. The cash flows were based on the stated dividend rate on the preferred stock. The discount rate was selected from the range of observable yield to maturities based on the secondary trading prices for similar instruments issued by Citigroup. The fair value for the warrants was calculated using the Black-Scholes option pricing model. The valuation was based on the Citigroup stock price, stock volatility, dividend yield, and the risk free rate on the measurement date for both the issuances.

FDIC's Temporary Liquidity Guarantee Program

        Under the terms of the FDIC's Temporary Liquidity Guarantee Program (TLGP), the FDIC will guarantee, until the earlier of either its maturity or June 30, 2012 (for qualifying debt issued before April 1, 2009) or December 31, 2012 (for qualifying debt issued on or after April 1, 2009 through October 31, 2009), certain qualifying senior unsecured debt issued by certain Citigroup entities between October 31, 2008 and October 31, 2009 in amounts up to 125% of the qualifying debt for each qualifying entity. The FDIC charges Citigroup a fee ranging from 50 to 150 basis points in accordance with a prescribed fee schedule for any qualifying debt issued with the FDIC guarantee.

        As to any entity participating in the TLGP, the TLGP regulations grant discretion to the FDIC, after consultation with the participating entity's appropriate Federal banking agency, to determine that the entity will no longer be permitted to continue to participate in the TLGP. If the FDIC makes that determination, it will inform the entity that it will no longer be provided the protections of the TLGP. Such a determination will not affect the guarantee of prior debt issuances under the TLGP.

        As of March 31, 2009, Citigroup and its affiliates had issued $27.6 billionsubsidiaries use SPEs principally to obtain liquidity and favorable capital treatment by securitizing certain of long-term debt that is covered under the FDIC guarantee ($5.75 billion of which was issued by CitigroupCitigroup's financial assets, assisting clients in December 2008), with $6.35 billion maturingsecuritizing their financial assets and creating investment products for clients. For further information on Citi's securitization activities and involvement in 2010, $6.25 billion maturing in 2011SPEs, see Notes 1 and $15.0 billion maturing in 2012. During the second quarter of 2009, Citigroup affiliates have issued an additional $7.0 billion of long-term debt under this program.

        In addition, Citigroup, through its subsidiaries, also had $29.9 billion in commercial paper and interbank deposits backed by the FDIC outstanding as of March 31, 2009. The FDIC also charges a fee ranging from 50 to 150 basis points in connection with the issuance of those instruments.

FDIC Increased Deposit Insurance

        On October 4, 2008, as a part of TARP, the FDIC increased the insurance it provides on U.S. deposits in most banks and savings associations located in the United States, including Citibank, N.A., from $100,000 to $250,000 per depositor, per insured bank.


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U.S. Government Loss-Sharing Agreement

Background

        On January 15, 2009, Citigroup entered into a definitive agreement with the UST, the FDIC and the Federal Reserve Bank of New York (collectively, the USG) on losses arising on a $301 billion portfolio of Citigroup assets (valued as of November 21, 2008, other than with respect to approximately $99 billion in "replacement" assets which are valued as of January 15, 2009). As consideration for the loss-sharing agreement, Citigroup issued non-voting perpetual, cumulative preferred stock14 to the UST and the FDIC, as well as a warrant to the UST.

        The preferred stock issued to the UST and the FDIC has an aggregate liquidation preference of $7.059 billion and an annual dividend rate of 8%. As previously disclosed, Citi will continue to pay full dividends on the preferred stock up to and including the closing of the public exchange offers, at which point the dividends will be suspended.

        The warrant has a term of 10 years, an exercise price of $10.61 per share and is exercisable for approximately 66.5 million common shares. Citigroup received no additional cash proceeds for their issuance. Of the issuance, $3.617 billion, representing the total fair value of the issued shares and warrant, is treated as Tier 1 Capital.

        The loss-sharing program extends for 10 years for residential assets and five years for non-residential assets. Under the agreement, a "loss" on a portfolio asset is defined to include a charge-off or a realized loss upon collection, through a permitted disposition or exchange, or upon a foreclosure or short-sale loss, but not merely through a change in Citigroup's fair value accounting for the asset or the creation or increase of a related loss reserve. Once a loss is recognized under the agreement, the aggregate amount of qualifying losses across the portfolio in a particular period is netted against the aggregate recoveries and gains across the portfolio, all on a pretax basis. The resulting net loss amount on the portfolio is the basis of the loss-sharing agreement between Citigroup and the USG. Citigroup will bear the first $39.5 billion of such net losses, which amount was determined using (i) an agreed-upon $29 billion of first losses, (ii) Citigroup's then-existing reserve with respect to the portfolio of approximately $9.5 billion, and (iii) an additional $1.0 billion as an agreed-upon amount in exchange for excluding the effects of certain hedge positions from the portfolio. Net losses, if any, on the portfolio after Citigroup's losses exceed the $39.5 billion first-loss amount will be borne 90% by the USG and 10% by Citigroup in the following manner:

        As discussed below, the Company recognized approximately $2.9 billion of qualifying losses related to the portfolio (excluding the replacement assets) from November 21, 2008 through March 31, 2009. These losses count towards Citigroup's $39.5 billion first-loss position.

        The Federal Reserve Bank of New York will implement its loss-sharing obligations under the agreement by making a loan, after Citigroup's first-loss position and the obligations of the UST and FDIC have been exhausted, in an amount equal to the then aggregate value of the remaining covered asset pool (after reductions for charge-offs, pay-downs and realized losses) as determined in accordance with the agreement. Following the loan, as losses are incurred on the remaining covered asset pool, Citigroup will be required to immediately repay 10% of such losses to the Federal Reserve Bank of New York. The loan is non-recourse to Citigroup, other than with respect to the repayment obligation in the preceding sentence and interest on the loan. The loan is recourse only to the remaining covered asset pool, which is the sole collateral to secure the loan. The loan will bear interest at the overnight index swap rate plus 300 basis points.

        The covered asset pool includes U.S.-based exposures and transactions that were originated prior to March 14, 2008. Pursuant to the terms of the agreement, the composition of the covered asset pool, the amount of Citigroup's first-loss position and the premium paid for loss coverage are subject to final confirmation by the USG of, among other things, the qualification of assets under the asset eligibility criteria, expected losses and reserves. See "Events in 2009—Loss-Sharing Agreement."

        The USG has a 120-day confirmation period to finalize the composition of the asset pool from the date that Citi submitted its revised asset pool. The revised asset pool was submitted by Citigroup on April 15, 2009 and, therefore, is expected to be finalized by the USG by August 13, 2009. The advisor to the USG has commenced its review of the assets. In addition, as a result of receipt of principal repayments and charge-offs, the total asset pool has declined by approximately $17 billion from the original $301 billion. Approximately $2.0 billion of losses on the asset pool were recorded in the first quarter of 2009, bringing the agreement-to-date losses to approximately $2.9 billion.

        The agreement includes guidelines for governance and asset management with respect to the covered asset pool, including reporting requirements and notice and approval rights of the USG at certain thresholds. If covered losses exceed $27 billion, the USG has the right to change the asset manager for the covered asset pool.

Accounting and Regulatory Capital Treatment

        Citigroup accounts for the USG loss-sharing agreement as an indemnification agreement pursuant to the guidance in FASB Statement No. 141 (revised 2007),Business Combinations. Citigroup recorded an asset of $3.617 billion (equal to the fair value of the consideration issued to the USG) in Other assets on the Consolidated Balance Sheet. The asset will be amortized as an Other operating expense in the Consolidated Statement of Income on a straight-line basis over the coverage periods of 10 years for residential assets and five years for non-residential assets, based on the relative initial principal amounts of each group. During the quarter ended March 31, 2009, Citigroup recorded $171 million as an Other operating expense.Financial Statements.

        Under indemnification accounting, recoveries (gains), if any, will be recognized in the Consolidated Statement of Income in the same future periods that cumulative losses recorded under U.S. Generally Accepted Accounting Principles (GAAP) on the covered assets exceed our $39.5 billion first-loss amount. The Company will recognize and


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measure an indemnification asset on the same basis that it recognizes losses on the covered assets in the Consolidated Statement of Income. For example, for a covered loan classified as held-for-investment and reported in the balance sheet at amortized cost, the Company would recognize and measure an indemnification asset due from the USG at the same time related loan loss reserves are recorded for that loan equal to 90% of the amount of the loan loss reserve, subject to the first-loss limitation. Under indemnification accounting, recoveries (gains) may be recorded at times when such amounts are not contractually receivable from the USG based on the definition of covered losses in the loss-sharing program; such amounts may or may not thereafter become contractually receivable, depending upon whether or not they become covered "losses" (see above for definition of covered "loss"). Indemnification accounting matches the amount and timing of the recording of recoveries with the amount and timing of the recognition of losses based on the U.S. GAAP accounting for the covered assets, as opposed to the amount and timing of recognition as defined in the loss-sharing agreement. The indemnification asset amount recorded will be adjusted, as appropriate, to take into consideration additional revenue and expense amounts related to the covered assets specifically defined as recoverable or non-recoverable in the loss sharing program. As of March 31, 2009, the Company has recognized cumulative U.S. GAAP losses on the covered assets that are substantially below our first-loss amount and, therefore, no additional indemnification asset has been recognized at this time.

        The covered assets are risk-weighted at 20% for purposes of calculating the Tier 1 Capital ratio at March 31, 2009.

        The following table summarizes the assets that were part of the covered asset pool agreed to between Citigroup and the USG as of January 16, 2009, with their values as of November 21, 2008 (except as set forth in the note to the table below and as described above), and the balances as of March 31, 2009, reflecting changes in the balances of assets that remained qualified, plus approximately $10 billion of new replacement assets that Citi substituted for non-qualifying assets. The asset pool, as revised, remains subject to the USG's final confirmation process, anticipated to occur by August 13, 2009. See "Events in 2009—Loss-Sharing Agreement":

Assets

In billions of dollars March 31,
2009
 November 21,
2008(1)(2)
 

Loans:

       
 

First mortgages

 $91.6 $98.0 
 

Second mortgages

  54.5  55.4 
 

Retail auto loans

  14.2  16.2 
 

Other consumer loans

  19.2  19.7 
      

Total consumer loans

 $179.5 $189.3 
      
 

CRE loans

 $12.0 $12.0 
 

Highly leveraged finance loans

  1.9  2.0 
 

Other corporate loans

  14.0  14.0 
      

Total corporate loans

 $27.9 $28.0 
      

Securities:

       
 

Alt-A

 $10.9 $11.4 
 

SIVs

  6.1  6.1 
 

CRE

  1.4  1.4 
 

Other

  10.0  11.2 
      

Total securities

 $28.4 $30.1 
      

Unfunded Lending Commitments (ULC)

       
 

Second mortgages

 $20.7 $22.4 
 

Other consumer loans

  2.9  3.6 
 

Highly leveraged finance

  0.1  0.1 
 

CRE

  4.5  5.5 
 

Other commitments

  20.2  22.0 
      

Total ULC

 $48.4 $53.6 
      

Total covered assets

 $284.2 $301.0 
      

(1)
As a result of the initial confirmation process (conducted between November 21, 2008 and January 15, 2009), the covered asset pool includes approximately $99 billion of assets considered "replacement" assets (assets that were added to the pool to replace assets that were in the pool as of November 21, 2008 but were later determined not to qualify). Loss-sharing on qualifying losses incurred on these replacement assets was effective beginning January 15, 2009, instead of November 21, 2008.

(2)
Reclassified to conform to the current period's presentation.

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Exchange Offer

        On February 27, 2009, the Company announced an exchange offer of its common stock for up to $27.5 billion of its existing preferred securities and trust preferred securities at a conversion price of $3.25 per share. On May 7, 2009, as a result of the USG's Supervisory Capital Assessment Program (SCAP), the Company announced that it will expand the Exchange Offer by increasing the maximum amount of preferred securities and trust preferred securities that it will accept in the Exchange Offer by $5.5 billion to a total of $33 billion. The USG will match the exchange up to a maximum of $25 billion of its preferred stock at the same conversion price. See "Events in 2009—Exchange Offer and Conversions" and "—The Supervisory Capital Assessment Program (SCAP)."

Implementation and Management of TARP Programs

        After Citigroup received the TARP capital, it established a Special TARP Committee composed of senior executives to approve, monitor and track how the funds are utilized. The TARP securities purchase agreements stipulate that Citi will adhere to the following objectives as a condition of the UST's capital investment:

        The Committee has established specific guidelines, which are consistent with the objectives and spirit of the program. Pursuant to these guidelines, Citi will use TARP capital only for those purposes expressly approved by the Committee. TARP capital will not be used for compensation and bonuses, dividend payments, lobbying or government relations activities, or any activities related to marketing, advertising and corporate sponsorship. TARP capital will be used exclusively to support assets and not for expenses.

        Committee approval is the final stage in a four-step review process to evaluate proposals from Citi businesses for the use of TARP capital, considering the risk, the potential financial impact and returns.

        On February 3, 2009, Citi published a report summarizing its TARP spending initiatives for the 2008 fourth quarter and made this report available at www.citigroup.com. The report indicated that the Committee had authorized $36.5 billion in initiatives backed by TARP capital. Subsequently, an additional $8.25 billion of spending initiatives has been approved, bringing the total approved spending to $44.8 billion. As of March 31, 2009, the Company has deployed approximately $8.2 billion of funds under the approved initiatives.

        Separately from the Company's initiatives under TARP, the report also describes Citigroup's other efforts to help U.S. homeowners remain in their homes, assist distressed borrowers and support U.S consumers and businesses.

        Citi will update this TARP report each quarter following its quarterly earnings announcement and will make the report publicly available. In addition, Citi is committed to meeting all reporting requirements associated with TARP.


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MANAGING GLOBAL RISK

        Citigroup's risk management framework balances strong corporate oversight with well-defined independent risk management functions for each business and region, as well as cross-business product expertise. The Citigroup risk management framework is described in Citigroup's 2008 Annual Report on Form 10-K.10-K for the fiscal year ended December 31, 2009.

DETAILS OF
CREDIT LOSS EXPERIENCERISK

Loan and Credit Overview

        During the first quarter of 2010, Citigroup's aggregate loan portfolio increased by $130.3 billion to $721.8 billion primarily due to the adoption of SFAS 166/167. Excluding the impact of SFAS 166/167, the aggregate loan portfolio decreased by $16.0 billon. Citi's total allowance for loan losses totaled $48.7 billion at March 31, 2010, a coverage ratio of 6.80% of total loans, up from 6.09% at December 31, 2009 and 4.82% in the first quarter 2009.

        During the first quarter of 2010, Citigroup recorded a net release of $18 million to its credit reserves compared to a $2.6 billion build in the first quarter of 2009. The release consisted of a net release of $242 million for corporate loans ($180 million release inICG and $62 million release inSAP), offset by a net build of $224 million for consumer loans ($386 million build inLCL, $25 million build inSAP, $180 million release inRCB, and a $7 million release inBAM).

        Net credit losses of $8.4 billion during the first quarter of 2010 decreased $1.4 billion from year-ago levels (on a managed basis). The decrease consisted of a net decrease of $239 million for consumer loans (mainly a $636 million decrease inLCL and a $375 million increase inRCB) and a decrease of $1.2 billion for corporate loans ($1.2 billion decrease inSAP, slightly offset by a $25 million increase inICG).

        Consumer non-accrual loans totaled $15.6 billion at March 31, 2010, compared to $18.3 billion at December 31, 2009 and $14.9 billion at March 31, 2009 (prior periods on a managed basis). The consumer loan 90 days or more past due delinquency rate was 4.02% at March 31, 2010, compared to 4.28% at December 31, 2009 and 3.51% at March 31, 2009. During the first quarter of 2010, delinquencies declined in Citi's first and second mortgage portfolios in Citi Holdings, reflecting asset sales, organic improvement, and HAMP mortgage modifications moving to permanent status. The decrease in delinquencies was partially offset by higher delinquencies in the student loan portfolio due to the impact of the adoption of SFAS 166/167. The 30 to 89 days past due delinquency rate was 3.11% at March 31, 2010, compared to 3.46% at December 31, 2009 and 3.38% at March 31, 2009.

        Corporate non-accrual loans were $12.9 billion at March 31, 2010, compared to $13.5 billion at December 31, 2009 and $11.2 billion at March 31, 2009. The decrease from the prior quarter is mainly due to loan sales and paydowns, which were partially offset by increases due to weakening of certain specific credits.

        See below for Citi's loan and credit accounting policies.


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Loans Outstanding

In millions of dollars 1st Qtr.
2009
 4th Qtr
2008
 3rd Qtr.
2008
 2nd Qtr.
2008
 1st Qtr.
2008
 

Allowance for loan losses at beginning of period

 $29,616 $24,005 $20,777 $18,257 $16,117 
            

Provision for loan losses

                
  

Consumer(1)

 $8,127 $8,836 $7,855 $6,259 $5,332 
  

Corporate

  1,788  3,335  1,088  724  245 
          �� 

 $9,915 $12,171 $8,943 $6,983 $5,577 
            

Gross credit losses

                

Consumer(1)

                
 

In U.S. offices

 $4,159 $3,687 $3,069 $2,599 $2,325 
 

In offices outside the U.S. 

  1,936  1,818  1,914  1,798  1,637 

Corporate

                
 

In U.S. offices

  1,140  287  160  185  40 
 

In offices outside the U.S. 

  424  756  200  197  97 
            

 $7,659 $6,548 $5,343 $4,779 $4,099 
            

Credit recoveries

                

Consumer

                
 

In U.S. offices

 $135 $132 $137 $148 $172 
 

In offices outside the U.S. 

  213  219  252  286  253 

Corporate

                
 

In U.S. offices

  1  2  3  2  3 
 

In offices outside the U.S. 

  28  52  31  23  33 
            

 $377 $405 $423 $459 $461 
            

Net credit losses

                
 

In U.S. offices

 $5,163 $3,840 $3,089 $2,634 $2,190 
 

In offices outside the U.S. 

 $2,119 $2,303  1,831  1,686  1,448 
            

Total

  7,282  6,143 $4,920 $4,320 $3,638 
            

Other—net(2)(3)(4)(5)(6)

 $(546)$(417)$(795)$(143)$201 
            

Allowance for loan losses at end of period

  31,703  29,616 $24,005 $20,777 $18,257 
            

Allowance for loan losses as a % of total loans

  4.82% 4.27% 3.35% 2.78% 2.31%

Allowance for unfunded lending commitments(7)

 $947 $887 $957 $1,107 $1,250 
            

Total allowance for loan losses and unfunded lending commitments

 $32,650 $30,503 $24,962 $21,884 $19,507 
            

Allowance for loan losses as % of loans

                

Net consumer credit losses

 $5,747 $5,154 $4,594 $3,963 $3,537 

As a percentage of average consumer loans

  4.64% 3.93% 3.35% 2.83% 2.52%
            

Net corporate credit losses/(recoveries)

 $1,535 $989 $326 $357 $101 

As a percentage of average corporate loans

  0.92% 0.56% 0.19% 0.19% 0.05%
            

In millions of dollars at year end 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 1st Qtr.
2009
 

Consumer loans

                

In U.S. offices

                
 

Mortgage and real estate(1)

 $180,334 $183,842 $191,748 $197,358 $201,931 
 

Installment, revolving credit, and other

  69,111  58,099  57,820  61,645  64,359 
 

Cards

  127,818  28,951  36,039  33,750  35,406 
 

Commercial and industrial

  5,386  5,640  5,848  6,016  6,123 
 

Lease financing

  7  11  15  16  19 
            

 $382,656 $276,543 $291,470 $298,785 $307,838 
            

In offices outside the U.S.

                
 

Mortgage and real estate(1)

 $49,421 $47,297 $47,568 $45,986 $42,580 
 

Installment, revolving credit, and other

  44,541  42,805  45,004  45,556  47,498 
 

Cards

  38,191  41,493  41,443  42,262  39,347 
 

Commercial and industrial

  14,828  14,780  14,858  13,858  15,550 
 

Lease financing

  771  331  345  339  288 
            

 $147,752 $146,706 $149,218 $148,001 $145,263 
            

Total consumer loans

 $530,408 $423,249 $440,688 $446,786 $453,101 

Unearned income

  1,061  808  803  866  862 
            

Consumer loans, net of unearned income

 $531,469 $424,057 $441,491 $447,652 $453,963 
            

Corporate loans

                

In U.S. offices

                
 

Commercial and industrial

 $15,558 $15,614 $19,692 $26,125 $22,020 
 

Loans to financial institutions

  31,279  6,947  7,666  8,181  9,232 
 

Mortgage and real estate(1)

  21,283  22,560  23,221  23,862  29,486 
 

Installment, revolving credit, and other

  15,792  17,737  17,734  19,856  26,460 
 

Lease financing

  1,239  1,297  1,275  1,284  1,394 
            

 $85,151 $64,155 $69,588 $79,308 $88,592 
            

In offices outside the U.S.

                
 

Commercial and industrial

 $64,903 $68,467 $73,564 $78,512 $72,243 
 

Installment, revolving credit, and other

  10,956  9,683  10,949  11,638  18,379 
 

Mortgage and real estate(1)

  9,771  9,779  12,023  11,887  10,422 
 

Loans to financial institutions

  19,003  15,113  16,906  15,856  16,493 
 

Lease financing

  663  1,295  1,462  1,560  1,620 
 

Governments and official institutions

  1,324  1,229  826  713  597 
            

 $106,620 $105,566 $115,730 $120,166 $119,754 
            

Total corporate loans

 $191,771 $169,721 $185,318 $199,474 $208,346 

Unearned income

  (1,436) (2,274) (4,598) (5,436) (5,017)
            

Corporate loans, net of unearned income

 $190,335 $167,447 $180,720 $194,038 $203,329 
            

Total loans—net of unearned income

 $721,804 $591,504 $622,211 $641,690 $657,292 

Allowance for loan losses—on drawn exposures

  (48,746) (36,033) (36,416) (35,940) (31,703)
            

Total loans—net of unearned income and allowance for credit losses

 $673,058 $555,471 $585,795 $605,750 $625,589 

Allowance for loan losses as a percentage of total loans—net of unearned income(2)

  6.80% 6.09% 5.85% 5.60% 4.82%
            

Allowance for consumer loan losses as a percentage of total consumer loans—net of unearned income(2)

  7.84% 6.70% 6.44% 6.25% 5.29%
            

Allowance for corporate loan losses as a percentage of total corporate loans—net of unearned income(2)

  3.90% 4.56% 4.42% 4.11% 3.77%
            

(1)
Loans secured primarily by real estate.

(2)
First quarter 2010 excludes loans which are carried at fair value.

Included in the loan table above are lending products whose terms may give rise to additional credit issues. Credit cards with below-market introductory interest rates, multiple loans supported by the same collateral (e.g., home equity loans), and interest-only loans are examples of such products. However, these products are not material to Citigroup's financial position and are closely managed via credit controls that mitigate their additional inherent risk.

        Impaired loans are those where Citigroup believes it is probable that it will not collect all amounts due according to the original contractual terms of the loan. Impaired loans include corporate non-accrual loans as well as smaller-balance homogeneous loans whose terms have been modified due to the borrower's financial difficulties and Citigroup granted a concession to the borrower. Such modifications may include interest rate reductions and/or principal forgiveness. Valuation allowances for these loans are estimated considering all available evidence including, as appropriate, the present value of the expected future cash flows discounted at the loan's original contractual effective rate, the secondary market value of the loan and the fair value of collateral less disposal costs. These totals exclude smaller-balance homogeneous loans that


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have not been modified and are carried on a non-accrual basis, as well as substantially all loans modified for periods of 12 months or less.

        At March 31, 2010, loans included in those short-term programs amounted to $7.9 billion.

        The following table presents information about impaired loans:

In millions of dollars at year end March 31,
2010
 December 31,
2009
 

Non-accrual corporate loans

       

    Commercial and industrial

 $6,776 $6,347 

    Loans to financial institutions

  1,044  1,794 

    Mortgage and real estate

  3,406  4,051 

    Lease financing

  59   

    Other

  1,647  1,287 
      

    Total non-accrual corporate loans

 $12,932 $13,479 
      

Impaired consumer loans(1)

       

    Mortgage and real estate

 $14,136 $10,629 

    Installment and other

  4,578  3,853 

    Cards

  5,026  2,453 
      

    Total impaired consumer loans

 $23,740 $16,935 
      

Total(2)

 $36,672 $30,414 
      

Non-accrual corporate loans with valuation allowances

 $8,626 $8,578 

Impaired consumer loans with valuation allowances

  23,042  16,453 
      

Non-accrual corporate valuation allowance

 $2,569 $2,480 

Impaired consumer valuation allowance

  7,157  4,977 
      

Total valuation allowances(3)

 $9,726 $7,457 
      

(1)
Prior to 2008, Citi's financial accounting systems did not separately track impaired smaller-balance, homogeneous consumer loans whose terms were modified due to the borrowers' financial difficulties and it was determined that a concession was granted to the borrower. Smaller-balance consumer loans modified since January 1, 2008 amounted to $22.6 billion and $15.9 billion at March 31, 2010 and December 31, 2009, respectively. However, information derived from Citi's risk management systems indicates that the amounts of outstanding modified loans, including those modified prior to 2008, approximated $24.6 billion and $18.1 billion at March 31, 2010 and December 31, 2009, respectively.

(2)
Excludes loans purchased for investment purposes.

(3)
Included in theAllowance for loan losses.

Loan Accounting Policies

        The following are Citigroup's accounting policies for Loans, Allowance for Loan Losses and related lending activities.

Loans

        Loans are reported at their outstanding principal balances net of any unearned income and unamortized deferred fees and costs except that credit card receivable balances also include accrued interest and fees. Loan origination fees and certain direct origination costs are generally deferred and recognized as adjustments to income over the lives of the related loans.

        As described in Note 17 to the Consolidated Financial Statements, Citi has elected fair value accounting for certain loans. Such loans are carried at fair value with changes in fair value reported in earnings. Interest income on such loans is recorded inInterest revenue at the contractually specified rate.

        Loans for which the fair value option has not been elected are classified upon origination or acquisition as either held-for-investment or held-for-sale. This classification is based on management's initial intent and ability with regard to those loans.

        Loans that are held-for-investment are classified asLoans, net of unearned income on the Consolidated Balance Sheet, and the related cash flows are included within the cash flows from investing activities category in the Consolidated Statement of Cash Flows on the lineChange in loans. However, when the initial intent for holding a loan has changed from held-for-investment to held-for-sale, the loan is reclassified to held-for-sale, but the related cash flows continue to be reported in cash flows from investing activities in the Consolidated Statement of Cash Flows on the lineProceeds from sales and securitizations of loans.

        Substantially all of the consumer loans sold or securitized by Citigroup are U.S. prime residential mortgage loans or U.S. credit card receivables. The practice of the U.S. prime mortgage business has been to sell all of its loans except for non-conforming adjustable rate loans. U.S. prime mortgage conforming loans are classified as held-for-sale at the time of origination. The related cash flows are classified in the Consolidated Statement of Cash Flows in the cash flows from operating activities category on the lineChange in loans held-for-sale.

        Prior to 2010, U.S. credit card receivables were classified at origination as loans-held-for-sale to the extent that management did not have the intent to hold the receivables for the foreseeable future or until maturity. Prior to 2010, the U.S. credit card securitization forecast for the three months following the latest balance sheet date, excluding replenishments, was the basis for the amount of such loans classified as held-for-sale. Cash flows related to U.S. credit card loans classified as held-for-sale at origination or acquisition are reported in the cash flows from operating activities category on the lineChange in loans held-for-sale.


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Consumer loans

        Consumer loans represent loans and leases managed primarily by theRegional Consumer Banking andLocal Consumer Lending businesses. As a general rule, interest accrual ceases for installment and real estate (both open- and closed-end) loans when payments are 90 days contractually past due. For credit cards and unsecured revolving loans, however, Citi generally accrues interest until payments are 180 days past due. Loans that have been modified to grant a short-term or long-term concession to a borrower who is in financial difficulty may not be accruing interest at the time of the modification. The policy for returning such modified loans to accrual status varies by product and/or region. In most cases, a minimum number of payments (ranging from one to six) are required, while in other cases the loan is never returned to accrual status.

        Citi's charge-off policies follow the general guidelines below:

Corporate loans

        Corporate loans represent loans and leases managed byICG or theSpecial Asset Pool. Corporate loans are identified as impaired and placed on a cash (non-accrual) basis when it is determined that the payment of interest or principal is doubtful or when interest or principal is 90 days past due, except when the loan is well-collateralized and in the process of collection. Any interest accrued on impaired corporate loans and leases is reversed at 90 days and charged against current earnings, and interest is thereafter included in earnings only to the extent actually received in cash. When there is doubt regarding the ultimate collectability of principal, all cash receipts are thereafter applied to reduce the recorded investment in the loan.

        Impaired corporate loans and leases are written down to the extent that principal is judged to be uncollectible. Impaired collateral-dependent loans and leases, where repayment is expected to be provided solely by the sale of the underlying collateral and there are no other available and reliable sources of repayment, are written down to the lower of cost or collateral value. Cash-basis loans are returned to an accrual status when all contractual principal and interest amounts are reasonably assured of repayment and there is a sustained period of repayment performance in accordance with the contractual terms.

Loans Held-for-Sale

        Corporate and consumer loans that have been identified for sale are classified as loans held-for-sale included inOther assets. With the exception of certain mortgage loans for which the fair value option has been elected, these loans are accounted for at the lower of cost or market value (LOCOM), with any write-downs or subsequent recoveries charged toOther revenue.

Allowance for Loan Losses

        Allowance for loan losses represents management's best estimate of probable losses inherent in the portfolio, as well as probable losses related to large individually evaluated impaired loans and troubled debt restructurings. Attribution of the allowance is made for analytical purposes only, and the entire allowance is available to absorb probable credit losses inherent in the overall portfolio. Additions to the allowance are made through the provision for credit losses. Credit losses are deducted from the allowance, and subsequent recoveries are added. Securities received in exchange for loan claims in debt restructurings are initially recorded at fair value, with any gain or loss reflected as a recovery or charge-off to the allowance, and are subsequently accounted for as securities available-for-sale.


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Corporate loans

        In the Corporate portfolios, the allowance for loan losses includes an asset-specific component and a statistically-based component. The asset specific component is calculated under ASC 310-10-35,Receivables—Subsequent Measurement (formerly SFAS 114) on an individual basis for larger-balance, non-homogeneous loans, which are considered impaired. An asset-specific allowance is established when the discounted cash flows, collateral value (less disposal costs), or observable market price of the impaired loan is lower than its carrying value. This allowance considers the borrower's overall financial condition, resources, and payment record, the prospects for support from any financially responsible guarantors and, if appropriate, the realizable value of any collateral. The asset specific component of the allowance for smaller balance impaired loans is calculated on a pool basis considering historical loss experience. The allowance for the remainder of the loan portfolio is calculated under ASC 450,Contingencies (formerly SFAS 5) using a statistical methodology, supplemented by management judgment. The statistical analysis considers the portfolio's size, remaining tenor, and credit quality as measured by internal risk ratings assigned to individual credit facilities, which reflect probability of default and loss given default. The statistical analysis considers historical default rates and historical loss severity in the event of default, including historical average levels and historical variability. The result is an estimated range for inherent losses. The best estimate within the range is then determined by management's quantitative and qualitative assessment of current conditions, including general economic conditions, specific industry and geographic trends, and internal factors including portfolio concentrations, trends in internal credit quality indicators, and current and past underwriting standards.

Consumer loans

        ForConsumer loans, each portfolio of smaller-balance, homogeneous loans—including consumer mortgage, installment, revolving credit, and most other consumer loans—is independently evaluated for impairment. The allowance for loan losses attributed to these loans is established via a process that estimates the probable losses inherent in the specific portfolio based upon various analyses. These include migration analysis, in which historical delinquency and credit loss experience is applied to the current aging of the portfolio, together with analyses that reflect current trends and conditions.

        Management also considers overall portfolio indicators, including historical credit losses, delinquent, non-performing, and classified loans, trends in volumes and terms of loans, an evaluation of overall credit quality, the credit process, including lending policies and procedures, and economic, geographical, product and other environmental factors. In addition, valuation allowances are determined for impaired smaller-balance homogeneous loans whose terms have been modified due to the borrowers' financial difficulties and where it has been determined that a concession was granted to the borrower. Such modifications may include interest rate reductions, principal forgiveness and/or term extensions. Where long-term concessions have been granted, such modifications are accounted for as "troubled debt restructurings" (TDRs). The allowance for loan losses for TDRs is determined in accordance with ASC-310-10-35 by comparing expected cash flows of the loans discounted at the loans' original effective interest rates to the carrying value of the loans. Where short-term concessions have been granted, the allowance for loan losses is materially consistent with the requirements of ASC-310-10-35.

Reserve Estimates and Policies

        Management provides reserves for Troubled Debt Restructurings (TDRs)an estimate of $2,760 million, $2,180 million, $1,443 million, $882 millionprobable losses inherent in the funded loan portfolio on the balance sheet in the form of an allowance for loan losses. These reserves are established in accordance with Citigroup's Credit Reserve Policies, as approved by the Audit Committee of the Board of Directors. Citi's Chief Risk Officer and $443 millionChief Financial Officer review the adequacy of the credit loss reserves each quarter with representatives from the Risk Management and Finance staffs for each applicable business area.

        The above-mentioned representatives covering the business areas having classifiably managed portfolios, where internal credit-risk ratings are assigned (primarilyICG, Regional Consumer Banking andLocal Consumer Lending), or modified consumer loans, where concessions were granted due to the borrowers' financial difficulties present recommended reserve balances for their funded and unfunded lending portfolios along with supporting quantitative and qualitative data. The quantitative data include:


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        In addition, representatives from both the Risk Management and Finance staffs that cover business areas that have delinquency-managed portfolios containing smaller homogeneous loans present their recommended reserve balances based upon leading credit indicators, including loan delinquencies and changes in portfolio size as well as economic trends including housing prices, unemployment and GDP. This methodology is applied separately for each individual product within each different geographic region in which these portfolios exist.

        This evaluation process is subject to numerous estimates and judgments. The frequency of default, risk ratings, loss recovery rates, the size and diversity of individual large credits, and the ability of borrowers with foreign currency obligations to obtain the foreign currency necessary for orderly debt servicing, among other things, are all taken into account during this review. Changes in these estimates could have a direct impact on the credit costs in any quarter and could result in a change in the allowance. Changes to the reserve flow through the Consolidated Statement of Income on the lineProvision for loan losses.

Allowance for Unfunded Lending Commitments

        A similar approach to the allowance for loan losses is used for calculating a reserve for the expected losses related to unfunded loan commitments and standby letters of credit. This reserve is classified on the balance sheet inOther liabilities. Changes to the allowance for unfunded lending commitments flow through the Consolidated Statement of Income on the lineProvision for unfunded lending commitments.


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Details of Credit Loss Experience

In millions of dollars 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 1st Qtr.
2009
 

Allowance for loan losses at beginning of period

 $36,033 $36,416 $35,940 $31,703 $29,616 
            

Provision for loan losses

                

    Consumer

 $8,244 $7,077 $7,321 $10,010 $8,010 

    Corporate

  122  764  1,450  2,223  1,905 
            

 $8,366 $7,841 $8,771 $12,233 $9,915 
            

Gross credit losses

                

Consumer

                

    In U.S. offices

 $6,942 $4,360 $4,459 $4,694 $4,124 

    In offices outside the U.S. 

  1,797  2,187  2,406  2,305  1,936 

Corporate

                

    In U.S. offices

  404  478  1,101  1,216  1,176 

    In offices outside the U.S. 

  155  877  483  558  424 
            

 $9,298 $7,902 $8,449 $8,773 $7,660 
            

Credit recoveries

                

Consumer

                

    In U.S. offices

 $419 $160 $149 $131 $136 

    In offices outside the U.S. 

  300  327  288  261  213 

Corporate

                

    In U.S. offices

  177  246  30  4  1 

    In offices outside the U.S. 

  18  34  13  22  28 
            

 $914 $767 $480 $418 $378 
            

Net credit losses

                

    In U.S. offices

 $6,750 $4,432 $5,381 $5,775 $5,163 

    In offices outside the U.S. 

  1,634  2,703  2,588  2,580  2,119 
            

Total

 $8,384 $7,135 $7,969 $8,355 $7,282 
            

Other—net(1)(2)(3)(4)(5)

 $12,731 $(1,089)$(326)$359 $(546)
            

Allowance for loan losses at end of period(6)

 $48,746 $36,033 $36,416 $35,940 $31,703 
            

Allowance for loan losses as a % of total loans

  6.80% 6.09% 5.85% 5.60% 4.82%

Allowance for unfunded lending commitments(7)

 $1,122 $1,157 $1,074 $1,082 $947 
            

Total allowance for loan losses and unfunded lending commitments

 $49,868 $37,190 $37,490 $37,022 $32,650 
            

Net consumer credit losses

 $8,020 $6,060 $6,428 $6,607 $5,711 

As a percentage of average consumer loans

  6.04% 5.43% 5.66% 5.88% 4.95%
            

Net corporate credit losses

 $364 $1,075 $1,541 $1,748 $1,571 

As a percentage of average corporate loans

  0.19% 0.61% 0.82% 0.89% 0.79%
            

Allowance for loan losses at end of period(8)

                

    Citicorp

 $18,503 $10,731 $10,956 $10,676 $9,088 

    Citi Holdings

  30,243  25,302  25,460  25,264  22,615 
            

            Total Citigroup

 $48,476 $36,033 $36,416 $35,940 $31,703 
            

Allowance by type

                

    Consumer(9)

 $41,422 $28,397 $28,420 $27,969 $24,036 

    Corporate

  7,324  7,636  7,996  7,971  7,667 
            

            Total Citigroup

 $48,746 $36,033 $36,416 $35,940 $31,703 
            

(1)
The first quarter of 2010 primarily includes $13.4 billion related to the impact of consolidating entities in connection with Citi's adoption of SFAS 166/167 as of January 1, 2010 and reductions of approximately $640 million related to the sale or transfer to held-for-sale of U.S. and U.K. real estate lending loans.

(2)
The fourth quarter of 2009 includes a reduction of approximately $335 million related to securitizations and approximately $400 million related to the sale or transfer to held-for-sale of U.S. real estate lending loans.

(3)
The third quarter of 2009 primarily includes a reduction to the credit loss reserves of $562 million related to the transfer of the U.K. Cards portfolio to held-for-sale partially offset by increases related to FX translation.

(4)
The second quarter of 2009 primarily includes increases to the credit loss reserves primarily related to FX translation.

(5)
The first quarter of 2009 primarily includes reductions to the credit loss reserves of $213 million related to securitizations and reductions of approximately $320 million primarily related to FX translation.

(3)
The fourth quarter of 2008 primarily includes reductions to the credit loss reserves of approximately $400 million primarily related to FX translation.

(4)
The third quarter of 2008 primarily includes reductions to the credit loss reserves of $23 million related to securitizations, reductions of $244 million related to the pending sale of Citigroup's German Retail Banking Operation and reductions of approximately $500 million related to FX translation.

(5)
The second quarter of 2008 primarily includes reductions to the credit loss reserves of $21 million related to securitizations, reductions of $156 million related to the sale of CitiCapital and additions of $56 million related to purchase price adjustments for the Grupo Cuscatlan acquisition.

(6)
The first quarterIncluded in the allowance for loan losses are reserves for loans which have been subject to troubled debt restructurings (TDRs) of 2008 primarily includes reductions to the credit loss reserves$6,926 million, $4,819 million, $4,587 million, $3,810 million and $2,760 million as of $58 million related to securitizations, additions of $50 million related to the BOOC acquisitionMarch 31, 2010, December 31, 2009, September 30, 2009, June 30, 2009 and additions of $217 million related to FX translation.March 31, 2009, respectively.

(7)
Represents additional credit loss reserves for unfunded corporate lending commitments and letters of credit recorded withininOther Liabilities on the Consolidated Balance Sheet.

(8)
Allowance for loan losses represents management's best estimate of probable losses inherent in the portfolio, as well as probable losses related to large individually evaluated impaired loans and troubled debt restructurings. Attribution of the allowance is made for analytical purposes only, and the entire allowance is available to absorb probable credit losses inherent in the overall portfolio.

(9)
Included in the first quarter of 2010 consumer loan loss reserve is $21.7 billion related to Citi's global credit card portfolio and reflects the adoption of SFAS 166/167 as of January 1, 2010. See discussion on page 3 and Note 1 to the Consolidated Financial Statements.

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NON-PERFORMING ASSETS (NON-ACCRUAL LOANS, OTHER REAL ESTATE OWNED AND OTHER REPOSSESSED ASSETS)
Non-Accrual Assets

        The table below summarizes Citigroup's view of non-accrual loans as of the Company's non-accrual loans. Theseperiods indicated. Non-accrual loans are loans in which the borrower has fallen behind in interest payments or, for corporate loans, where the CompanyCiti has determined that the payment of interest or principal is doubtful, and which are nowtherefore considered impaired. InAs discussed under "Loan Accounting Policies" above, in situations where the CompanyCiti reasonably expects that only a portion of the principal and interest owed will ultimately be collected, all payments received are reflected as a reduction of principal and not as interest income. There is no industry-wide definition of non-accrual assets, however, and as such, analysis across the industry is not always comparable.

        Corporate non-accrual loans may still be current on interest payments. Consistent with industry conventions, Citi generally accrues interest on credit card loans until such loans are charged-off, which typically occurs at 180 days' contractual delinquency. As such, the non-accrual loan disclosures in this section do not include credit card loans.

Non-accrual loans

In millions of dollars 1st Qtr.
2009
 4th Qtr
2008
 3rd Qtr.
2008
 2nd Qtr.
2008
 1st Qtr.
2008
 

Corporate non-accrual loans(1)

                

North America

 $3,305 $2,415 $715 $469 $443 

EMEA

  6,503  6,375  1,433  1,602  1,276 

Latin America

  322  238  133  81  74 

Asia

  679  541  385  124  241 
            

 $10,809 $9,569 $2,666 $2,276 $2,034 
            

Consumer non-accrual loans(1)(2)

                

North America

 $12,185 $9,876 $8,149 $6,471 $5,724 

EMEA

  1,085  886  801  815  663 

Latin America

  1,321  1,284  1,339  1,436  1,291 

Asia

  711  682  588  628  623 
            

 $15,302 $12,728 $10,877 $9,350 $8,301 
            

In millions of dollars 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 1st Qtr.
2009
 

Citicorp

 $5,024 $5,353 $5,507 $5,395 $3,951 

Citi Holdings

  23,544  26,387  27,177  22,851  22,160 
            
 

Total non-accrual loans (NAL)

 $28,568 $31,740 $32,684 $28,246 $26,111 
            

Corporate non-accrual loans(1)

                

North America

 $5,660 $5,621 $5,263 $3,499 $3,789 

EMEA

  5,834  6,308  7,969  7,690  6,479 

Latin America

  608  569  416  230  300 

Asia

  830  981  1,061  1,056  635 
            

 $12,932 $13,479 $14,709 $12,475 $11,203 
            
 

Citicorp

 $2,975 $3,238 $3,300 $3,159 $1,935 
 

Citi Holdings

  9,957  10,241 $11,409 $9,316 $9,268 
            

 $12,932 $13,479 $14,709 $12,475 $11,203 
            

Consumer non-accrual loans(1)

                

North America

 $12,966 $15,111 $14,609 $12,154 $11,687 

EMEA

  790  1,159  1,314  1,356  1,128 

Latin America

  1,246  1,340  1,342  1,520  1,338 

Asia

  634  651  710  741  755 
            

 $15,636 $18,261 $17,975 $15,771 $14,908 
            
 

Citicorp

 $2,049 $2,115 $2,207 $2,236 $2,016 
 

Citi Holdings

  13,587  16,146  15,768  13,535  12,892 
            

 $15,636 $18,261 $17,975 $15,771 $14,908 
            

(1)
Excludes purchased distressed loans as they are generally accreting interest. The carrying value of these loans was $804 million at March 31, 2010, $920 million at December 31, 2009, $1.267 billion at September 30, 2009, $1.509 billion at June 30, 2009, and $1.328 billion at March 31, 2009.

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Non-Accrual Assets (continued)

        The table below summarizes the Company'sCitigroup's other real estate owned (OREO) assets. This represents the carrying value of all property acquired by foreclosure or other legal proceedings when the CompanyCiti has taken possession of the collateral.

 
 1st Qtr.
2009
 4th Qtr
2008
 3rd Qtr.
2008
 2nd Qtr.
2008
 1st Qtr.
2008
 

Corporate OREO

                

North America

 $180 $246 $371 $453 $484 

EMEA

  15  23  15  17  13 

Latin America

  10  14  16  19  48 

Asia

  69  53       
            

 $274 $336 $402 $489 $545 
            

Consumer OREO

                

North America

 $846 $1,013 $1,112 $1,028 $856 

EMEA

  65  67  68  70  71 

Latin America

  15  15  19  20  77 

Asia

  2  2  1  3  4 
            

 $928 $1,097 $1,200 $1,121 $1,008 
            

Other repossessed assets(3)

 $78 $78 $81 $94 $107 
            

OREO 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 1st Qtr.
2009
 

Citicorp

 $881 $874 $284 $291 $307 

Citi Holdings

  632  615  585  664  854 

Corporate/Other

  8  11  15  14  41 
            

    Total OREO

 $1,521 $1,500 $884 $969 $1,202 
            

North America

 $1,291 $1,294 $682 $789 $1,115 

EMEA

  134  121  105  97  65 

Latin America

  51  45  40  29  20 

Asia

  45  40  57  54  2 
            

 $1,521 $1,500 $884 $969 $1,202 
            

Other repossessed assets(1)

 $64 $73 $76 $72 $78 
            

(1)
Excludes purchased distressed loans as they are accreting interest in accordance with Statement of Position 03-3, "Accounting for Certain Loans on Debt Securities Acquired in a Transfer" (SOP 03-3). The carrying value of these loans was $1.328 billion at March 31, 2009, $1.510 billion at December 31, 2008, $1.550 billion at September 30, 2008, $1.891 billion at June 30, 2008, and $2.224 billion at March 31, 2008.

(2)
Includes the impact of the deterioration in the U.S. consumer real estate market.

(3)
Primarily transportation equipment, carried at lower of cost or fair value, less costs to sell.

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        There is no industry-wide definition of non-performing assets. As such, analysis against the industry is not always comparable. The table below represents the Company's view of non-performing assets. As a general rule, unsecured consumer loans are charged off at 120 days past due and credit card loans are charged off at 180 days contractually past due. Consumer loans secured with non-real-estate collateral are written down to the estimated value of the collateral, less costs to sell, at 120 days past due. Consumer real-estate secured loans are written down to the estimated value of the property, less costs to sell, when they are 180 days contractually past due. Impaired corporate loans and leases are written down to the extent that principal is judged to be uncollectible.

Non-performing assets 1st Qtr.
2009
 4th Qtr
2008
 3rd Qtr.
2008
 2nd Qtr.
2008
 1st Qtr.
2008
 

Corporate non-accrual loans

 $10,809 $9,569 $2,666 $2,276 $2,034 

Consumer non-accrual loans

  15,302  12,728  10,877  9,350  8,301 
            
 

Non-accrual loans (NAL)

 $26,111 $22,297 $13,543 $11,626 $10,335 
            

OREO

 $1,202 $1,433 $1,602 $1,610 $1,553 

Other repossessed assets

  78  78  81  94  107 
            
 

Non-performing assets (NPA)

 $27,391 $23,808 $15,226 $13,330 $11,995 
            

NAL as a % of total loans

  3.97% 3.21% 1.89% 1.56% 1.31%

NPA as a % of total assets

  1.50% 1.23% 0.74% 0.63% 0.55%

Allowance for loan losses as a % of NAL(1)

  121% 133% 177% 179% 177%
            
Non-accrual assets—Total Citigroup 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 1st Qtr.
2009
 

Corporate non-accrual loans

 $12,932 $13,479 $14,709 $12,475 $11,203 

Consumer non-accrual loans

  15,636  18,261  17,975  15,771  14,908 
            

    Non-accrual loans (NAL)

 $28,568 $31,740 $32,684 $28,246 $26,111 
            

OREO

 $1,521 $1,500 $884 $969 $1,202 

Other repossessed assets

  64  73  76  72  78 
            

    Non-accrual assets (NAA)

 $30,153 $33,313 $33,644 $29,287 $27,391 
            

NAL as a percentage of total loans

  3.96% 5.37% 5.25% 4.40% 3.97%

NAA as a percentage of total assets

  1.51% 1.79% 1.78% 1.58% 1.50%

Allowance for loan losses as a percentage of NAL(1)

  171% 114% 111% 127% 121%
            

(1)
The $6.403 billion of non-accrual loans transferred from the held-for-sale portfolio to the held-for-investment portfolio during the fourth quarter of 2008 were marked-to-market at the transfer date and, therefore, no allowance was necessary at the time of the transfer. $2.426 billion of the par value of the loans reclassified was written off prior to transfer.

Consumer Loan Balances, Net of Unearned Income

 
 End of Period Average 
In billions of dollars Mar. 31,
2009
 Dec. 31,(1)
2008
 Mar. 31,(1)
2008
 1st Qtr.
2009
 4th Qtr.(1)
2008
 1st Qtr.(1)
2008
 

On-balance sheet(2)

 $488.9 $515.7 $561.6 $502.2 $521.0 $564.6 

Securitized receivables (all inU.S. Cards)

  106.0  105.9  109.5  102.6  105.6  105.8 

Credit card receivables held-for-sale(3)

      0.9      1.0 
              

Total managed(4)

 $594.9 $621.6 $672.0 $604.8 $626.6 $671.4 
              

(1)
Reclassified to conform to current period's presentation.

(2)
Total loans and total average loans exclude certain interest and fees on credit cards of approximately $3 billion and $3 billion for the first quarter of 2009, approximately $3 billion and $3 billion for the fourth quarter of 2008 and approximately $2 billion and $2 billion for the first quarter of 2008, respectively, which are included in Consumer loans on the Consolidated Balance Sheet.

(3)
Included inOther assets on the Consolidated Balance Sheet.

(4)
This table presents loan information on a held basis and shows the impact of securitizations to reconcile to a managed basis. Although a managed-basis presentation is not in conformity with GAAP, the Company believes managed credit statistics provide a representation of performance and key indicators of the credit card business that are consistent with the way management reviews operating performance and allocates resources. Held-basis reporting is the related GAAP measure.

        Citigroup's totalAllowance for loans, leases and unfunded lending commitments of $32.650 billion is available to absorb probable credit losses inherent in the entire portfolio. For analytical purposes only, the portion of Citigroup's allowance for loan losses attributedincludes the allowance for credit card and purchased distressed loans, while the non-accrual loans exclude credit card balances and purchased distressed loans as these generally continue to accrue interest until write-off.

Non-accrual assets—Total Citicorp 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 1st Qtr.
2009
 

Non-accrual loans (NAL)

 $5,024 $5,353 $5,507 $5,395 $3,951 

OREO

  881  874  284  291  307 

Other repossessed assets

  N/A  N/A  N/A  N/A  N/A 
            

    Non-accrual assets (NAA)

 $5,905 $6,227 $5,791 $5,686 $4,258 
            

NAA as a percentage of total assets

  0.48% 0.55% 0.54% 0.54% 0.42%

Allowance for loan losses as a percentage of NAL(1)

  368% 200% 199% 198% 230%
            

Non-accrual assets—Total Citi Holdings

                

Non-accrual loans (NAL)

 $23,544 $26,387 $27,177 $22,851 $22,160 

OREO

  632  615  585  664  854 

Other repossessed assets

  N/A  N/A  N/A  N/A  N/A 
            

    Non-accrual assets (NAA)

 $24,176 $27,002 $27,762 $23,515 $23,014 
            

NAA as a percentage of total assets

  4.81% 5.54% 4.99% 4.04% 3.84%

Allowance for loan losses as a percentage of NAL(1)

  128% 96% 94% 111% 102%
            

(1)
The allowance for loan losses includes the Consumer portfolio was $24.281allowance for credit card ($21.7 billion at March 31, 2009, $22.366 billion2010) and purchased distressed loans, while the non-accrual loans exclude credit card balances and purchased distressed loans as these generally continue to accrue interest until write-off.

N/A    Not available at December 31, 2008the Citicorp or Citi Holdings level.

Renegotiated Loans

In millions of dollars at year end 1st Qtr.
2010
 4th Qtr.
2009
 

Renegotiated loans(1)(2)

       

In U.S. offices

 $19,064 $13,421 

In offices outside the U.S. 

  3,919  3,643 
      

 $22,983 $17,064 
      

(1)
Smaller-balance, homogeneous renegotiated loans were derived from Citi's risk management systems.

(2)
Also includes Corporate and $14.368 billion at March 31, 2008. The increase in theAllowance for loan losses from March 31, 2008 of $9.913 billion included net builds of $11.619 billion.

        The builds consisted of $11.287 billion inGlobal Cards andConsumer Banking ($8.514 billion inNorth America and $2.773 billion in regions outsideNorth America) and $332 million inGlobal Wealth Management.

        The build of $8.514 billion inNorth America primarily reflected an increase in the estimate of losses across all portfolios based on weakening leading credit indicators, including increased delinquencies on first and second mortgages, unsecured personal loans, credit cards and autoCommercial Business loans. The build also reflected trends in the U.S. macroeconomic environment, including the housing market downturn, rising unemployment and portfolio growth. The build of $2.773 billion in regions outsideNorth America primarily reflected credit deterioration in Mexico, the U.K., Spain, Greece, and India.

        On-balance-sheet consumer loans of $488.9 billion decreased $72.7 billion, or 13%, from March 31, 2008, primarily driven by a decrease in residential real estate lending inConsumer Banking North America as well as the impact of FX translation acrossGlobal Cards, Consumer Banking andGWM.


Table of Contents

SIGNIFICANT EXPOSURES IN SECURITIES AND BANKINGRepresentations and Warranties

U.S. Subprime-Related Direct Exposure        When selling a loan, Citi makes various representations and warranties. In the event of a breach of these representations and warranties, Citi may be required to either repurchase the mortgage loans (generally at unpaid principal balance plus accrued interest), with the identified defects, or indemnify ("make whole") the investor or insurer. Citigroup's repurchases are primarily from Government Sponsored Entities. The specific representations and warranties made by Citi depend on the nature of the transaction and the requirements of the buyer. Market conditions and credit-ratings agency requirements may also affect representations and warranties and the other provisions Citi may agree to in loan sales. Citi has recorded a repurchase reserve that is included inOther liabilities in the Consolidated Balance Sheet. In the case of a repurchase, Citi will bear any subsequent credit loss on the mortgage loans.

        Citi's representations and warranties are generally not subject to stated limits in amount or time of coverage. However, contractual liability arises only when the representations and warranties are breached and generally only when a loss results from the breach. In the case of a repurchase, the loan is typically considered a credit-impaired loan and accounted for under SOP 03-3, "Accounting for Certain Loans and Debt Securities, Acquired in a Transfer" (now incorporated into ASC 310-30,Receivables—Loans and BankingDebt Securities Acquired with Deteriorated Credit Quality). These repurchases have not had a material impact on nonperforming loan statistics because credit-impaired purchased SOP 03-3 loans are not included in nonaccrual loans.

        In the case of a repurchase of a credit-impaired SOP 03-3 loan, the difference between the loan's fair value and unpaid principal balance at the time of the repurchase is recorded as a utilization of the repurchase reserve. Payments to make the investor whole are also treated as utilizations and charged directly against the reserve. The provision for estimated probable losses arising from loan sales is recorded as an adjustment to the gain on sale, which is included inOther revenue in the Consolidated Statement of Income. A liability for representations and warranties is estimated when Citi sells loans and is updated quarterly. Any change in estimate is recorded inOther revenue in the Consolidated Statement of Income.

        The following table summarizes Citigroup's U.S. subprime-related direct exposuresactivity in Securitiesthe repurchase reserve for the quarters ended March 31, 2010 and Banking (S&B) at March 31, 2009 is as follows:

In millions of dollars 2010 2009 

Balance, beginning of period

 $482 $75 

Additions for new sales

  5  5 

Change in estimate

    171 

Utilizations

  (37) (33)
      

Balance, end of period

 $450 $218 
      

Table of Contents


Consumer Loan Details

Consumer Loan Delinquency Amounts and December 31, 2008:Ratios

In billions of dollars December 31, 2008
exposures
 First
Quarter
2009 write-downs(1)
 First
Quarter
2009 sales/transfers(2)
 March 31, 2009 exposures 

Direct ABS CDO super senior exposures:

             
 

Gross ABS CDO super senior exposures (A)

 $18.9       $15.2 
 

Hedged exposures (B)

  6.9        6.6 

Net ABS CDO super senior exposures:

             
 

ABCP/CDO(3)

  9.9 $(2.0)$(0.4) 7.6 
 

High grade

  0.8  (0.1) 0.0  0.6 
 

Mezzanine

  1.3  (0.2)(4) (0.8) 0.3 
          

Total net ABS CDO super senior exposures (A-B=C)

 $12.0 $(2.3)$(1.2)(5)$8.5 
          

Lending and structuring exposures:

             
 

CDO warehousing/unsold tranches of ABS CDOs

 $0.1 $0.0 $0.0 $0.0 
 

Subprime loans purchased for sale or securitization

  1.3  (0.1) (0.1) 1.1 
 

Financing transactions secured by subprime

  0.7  0.0(4) (0.1) 0.5 
          

Total lending and structuring exposures (D)

 $2.0 $(0.1)$(0.3)$1.7 
          

Total net exposures C+D(6)

 $14.1 $(2.4)$(1.4)$10.2 
          

Credit adjustment on hedged counterparty exposures (E)(7)

    $(1.1)      
          

Total net write-downs (C+D+E)

    $(3.5)      
          

 
 Total loans(6) 90+ days past due(1) 30-89 days past due(1) 
In millions of dollars, except EOP loan amounts in billions Mar.
2010
 Mar.
2010
 Dec.
2009
 Mar.
2009
 Mar.
2010
 Dec.
2009
 Mar.
2009
 

Citicorp

                      

Total

 $220.8 $4,005 $4,070 $3,939 $4,289 $4,252 $4,649 

    Ratio

     1.81% 1.81% 1.86% 1.94% 1.89% 2.19%

Retail Bank

                      

    Total

  110.6  863  784  700  1,197  1,021  1,111 

        Ratio

     0.78% 0.73% 0.69% 1.08% 0.95% 1.10%

    North America

  31.5  142  106  99  236  81  92 

        Ratio

     0.45% 0.33% 0.29% 0.75% 0.25% 0.27%

    EMEA

  4.9  52  60  58  182  203  213 

        Ratio

     1.06% 1.15% 1.06% 3.71% 3.90% 3.87%

    Latin America

  19.4  433  382  280  357  300  290 

        Ratio

     2.23% 2.10% 1.82% 1.84% 1.65% 1.88%

    Asia

  54.8  236  236  263  422  437  516 

        Ratio

     0.43% 0.46% 0.57% 0.77% 0.85% 1.12%

Citi-Branded Cards(2)(3)

                      

    Total

  110.2  3,142  3,286  3,239  3,092  3,231  3,538 

        Ratio

     2.85% 2.80% 2.92% 2.81% 2.75% 3.19%

    North America

  77.7  2,304  2,371  2,307  2,145  2,182  2,337 

        Ratio

     2.96% 2.82% 2.82% 2.76% 2.59% 2.86%

    EMEA

  2.9  77  85  58  113  140  131 

        Ratio

     2.66% 2.82% 2.33% 3.91% 4.67% 5.24%

    Latin America

  12.1  497  553  555  473  556  683 

        Ratio

     4.11% 4.46% 4.91% 3.91% 4.48% 6.04%

    Asia

  17.5  264  277  319  361  353  387 

        Ratio

     1.51% 1.55% 2.07% 2.06% 1.97% 2.51%

Citi Holdings—Local Consumer Lending

                      

    Total

  308.9  16,808  18,457  15,478  11,836  13,945  14,058 

        Ratio

     5.66% 6.11% 4.54% 3.99% 4.62% 4.12%

    International

  27.7  953  1,362  1,380  1,059  1,482  1,964 

        Ratio

     3.44% 4.22% 3.59% 3.82% 4.59% 5.11%

    North America retail partners cards(2)(3)

  54.5  2,385  2,681  2,791  2,374  2,674  2,826 

        Ratio

     4.38% 4.42% 4.36% 4.36% 4.41% 4.42%

    North America (excluding cards)(4)(5)

  226.7  13,470  14,414  11,307  8,403  9,789  9,268 

        Ratio

     6.27% 6.89% 4.74% 3.91% 4.68% 3.88%
                

Total Citigroup (excludingSpecial Asset Pool)

 $529.7 $20,813 $22,527 $19,417 $16,125 $18,197 $18,707 

        Ratio

     4.02% 4.28% 3.51% 3.11% 3.46% 3.38%
                

Note:    Table may not foot or cross-foot due to roundings.

(1)
Includes net profitsThe ratios of 90 days or more past due and losses associated with liquidations.30 to 89 days past due are calculated based on end-of-period loans.

(2)
Reflects sales, transfersThe 90 days or more past due balances for Citi-branded cards and repayment or liquidationsretail partners cards are generally still accruing interest. Citigroup's policy is generally to accrue interest on credit card loans until 180 days past due, unless notification of principal.bankruptcy filing has been received earlier.

(3)
ConsistsThe above information presents consumer credit information on a managed basis. Citigroup adopted SFAS 166/167 effective January 1, 2010. As a result, beginning in the first quarter of older-vintage, high-grade ABS CDOs.2010, there is no longer a difference between reported and managed delinquencies. Prior quarters' managed delinquencies are included herein for comparative purposes to the 2010 first quarter delinquencies. Managed basis reporting historically impacted theNorth America Regional Consumer Banking—Citi-branded cards and theLocal Consumer Lending—retail partner cards businesses. The historical disclosures reflect the impact from credit card securitizations only. See discussion of adoption of SFAS 166/167 on page 3 and Note 1 to the Consolidated Financial Statements.

(4)
Includes $147 million recorded in credit costs.

(5)
A portion ofThe 90 or more and 30 to 89 days past due and related ratio forNorth America LCL (excluding cards) excludes U.S. mortgage loans that are guaranteed by U.S. government sponsored agencies since the underlying securities was purchased in liquidations of CDOspotential loss predominantly resides within the U.S. agencies. The amounts excluded for loans 90 days or more past due and reported asTrading account assets. As of March 31, 2009, $175 million relating to deals liquidated was held in the trading books.

(6)
Composed of net CDO super-senior exposures and gross lending and structuring exposures.

(7)
SFAS 157 adjustment related to counterparty credit risk.

The Company had approximately $10.2(end-of-period loans) for each period are: $5.2 billion in net U.S. subprime-related direct exposures in its S&B business at March 31, 2009.

        The exposure consisted of (a) approximately $8.5($9.0 billion), $5.4 billion of net exposures in the super senior tranches (i.e., the most senior tranches) of CDOs, which are collateralized by asset-backed securities, derivatives on asset-backed securities, or both (ABS CDOs)($9.0 billion), and (b) approximately $1.7$3.6 billion of exposures in its lending and structuring business.

Direct ABS CDO Super Senior Exposures

        The net $8.5 billion in ABS CDO super senior exposures($7.1 billion) as of March 31, 2010, December 31, 2009 is collateralized primarily by subprime residential mortgage-backed securities (RMBS), derivatives on RMBS, or both. These exposures include $7.6 billion inand March 31, 2009, respectively. The amounts excluded for loans 30 to 89 days past due (end-of-period loans have the super senior tranches of ABS CDOs initially issuedsame adjustment as commercial paper (ABCP) and approximately $900 million of other super senior tranches of ABS CDOs.

        Citigroup's CDO super senior subprime direct exposures are Level 3 assets. The valuation of the high-grade and mezzanine ABS CDO positions uses trader prices based on the underlying assets of each high-grade and mezzanine ABS CDO. Unlike the ABCP- and CDO-squared positions, the high-grade and mezzanine positions are now largely hedged through the ABX and bond short positions, which are, by necessity, trader priced. This results in closer symmetry in the way these long and short positions are valued by the Company. Citigroup intends to use trader marks to value this portion of the portfolio going forward so long as it remains largely hedged.

        The valuation of the ABCP- and CDO-squared positions are subject to valuation based on significant unobservable inputs. Fair value of these exposures is based on estimates of future cash flows from the mortgage loans underlying the assets of the ABS CDOs. To determine the performance of the underlying mortgage loan portfolios, the Company estimates the prepayments, defaults and loss severities based on a number of macroeconomic factors, including housing price changes, unemployment rates, interest rates, and borrower and loan attributes, such as age, credit scores, documentation status, loan-to-value (LTV) ratios and debt-to-income (DTI) ratios. The model is calibrated using available mortgage loan information including historical loan performance. In addition, the methodology estimates the impact of geographic concentration of mortgages and the impact of reported fraud in the origination of subprime mortgages. An appropriate discount rate is then applied to the cash flows generatedabove) for each ABCP-period are: $1.2 billion, $1.0 billion, and CDO-squared tranche, in order to estimate its fair value under current market conditions.

        When necessary, the valuation methodology used by Citigroup is refined$0.6 billion, as of March 31, 2010, December 31, 2009 and the inputs usedMarch 31, 2009, respectively.

(5)
The March 31, 2010 loans 90 days or more past due and 30-89 days or more past due and related ratios for purposesNorth America (ex Cards) excludes $2.9 billion of estimation are modified, in part, to reflect ongoing market developments. More specifically, the inputs of home price appreciation (HPA) assumptions and delinquency data were updated along with discount ratesloans that are based upon a

carried at fair value.

(6)
Total loans include interest and fees on credit cards.

Table of Contents

weighted Consumer Loan Net Credit Losses and Ratios

 
 Average
loans(1)
 Net credit losses(2) 
In millions of dollars, except average loan amounts in billions 1Q10 1Q10 4Q09 1Q09 

Citicorp

             

Total

 $221.5 $3,040 $1,388 $1,174 
 

Add: impact of credit card securitizations(3)

       1,727  1,491 
 

Managed NCL

    $3,040 $3,115 $2,665 
 

Ratio

     5.57% 5.50% 5.06%

Retail Bank

             
 

Total

 ��109.5  289  409  338 
  

Ratio

     1.07% 1.49% 1.36%
 

North America

  32.2  73  88  56 
  

Ratio

     0.94% 1.04% 0.66%
 

EMEA

  5.0  47  84  60 
  

Ratio

     3.88% 5.99% 4.50%
 

Latin America

  18.5  91  149  112 
  

Ratio

     1.96% 3.31% 2.96%
 

Asia

  53.8  78  88  110 
  

Ratio

     0.60% 0.68% 0.98%

Citi-Branded Cards

             
 

Total

  112.0  2,751  979  836 
  

Add: impact of credit card securitizations(3)

       1,727  1,491 
  

Managed NCL

     2,751  2,706  2,327 
  

Ratio

     9.96% 9.27% 8.40%
 

North America

  79.2  2,084  220  201 
  

Add: impact of credit card securitizations(3)

       1,727  1,491 
  

Managed NCL

     2,084  1,947  1,692 
  

Ratio

     10.67% 9.30% 8.27%
 

EMEA

  2.9  50  54  29 
  

Ratio

     6.97% 7.13% 4.68%
 

Latin America

  12.1  418  476  429 
  

Ratio

     14.03% 15.37% 15.30%
 

Asia

  17.8  199  229  177 
  

Ratio

     4.50% 5.20% 4.60%

Citi Holdings—Local Consumer Lending

             
 

Total

  318.0  4,938  4,612  4,517 
  

Add: impact of credit card securitizations(3)

       1,118  1,057 
  

Managed NCL

     4,938  5,730  5,574 
  

Ratio

     6.30% 7.12% 6.36%
 

International

  30.0  612  784  818 
  

Ratio

     8.27% 8.74% 8.44%
 

North America retail partners cards

  57.1  1,932  845  901 
  

Add: impact of credit card securitizations(3)

       1,118  1,057 
  

Managed NCL

     1,932  1,963  1,958 
  

Ratio

     13.72% 12.81% 11.98%
 

North America (excluding cards)

  230.9  2,394  2,983  2,798 
  

Ratio

     4.20% 5.31% 4.54%
          

Total Citigroup (excludingSpecial Asset Pool)

 $539.5 $7,978 $6,000 $5,691 
  

Add: impact of credit card securitizations(3)

       2,845  2,548 
  

Managed NCL

     7,978  8,845  8,239 
  

Ratio

     6.00% 6.45% 5.87%
          

(1)
Average loans include interest and fees on credit cards.

(2)
The ratios of net credit losses are calculated based on average combinationloans, net of implied spreads from single-name ABS bond pricesunearned income.

(3)
See page 3 and ABX indices,Note 1 to the Consolidated Financial Statements for a discussion of the impact of SFAS 166/167.

Table of Contents


Consumer Loan Modification Programs

        Citigroup has instituted a variety of modification programs to assist borrowers with financial difficulties. These programs include modifying the original loan terms, reducing interest rates, extending the remaining loan duration and/or waiving a portion of the remaining principal balance. At March 31, 2010, Citi's programs consist of the U.S. Treasury's Home Affordable Modification Program (HAMP), as well as CLO spreads under current market conditions.short-term forbearance and long-term modification programs, each summarized below.

        HAMP.    The housing-price changes were estimated usingHAMP is designed to reduce monthly first mortgage payments to a forward-looking projection, which incorporated31% housing debt ratio by lowering the Loan Performance Index. In addition,interest rate, extending the Company's mortgage default model also uses recent mortgage performance data, a period of sharp home price declines and high levels of mortgage foreclosures.

        The valuation as of March 31, 2009, assumes a cumulative decline in U.S. housing prices from peak to trough of 33%. This rate assumes declines of 9.3% and 3.9% in 2009 and 2010, respectively, the remainderterm of the 33% decline having already occurredloan and forbearing principal of certain eligible borrowers who have defaulted on their mortgages or who are at risk of imminent default due to economic hardship. In order to be entitled to loan modifications, borrowers must complete a three- to five-month trial period, make the agreed payments and provide the required documentation. Beginning March 1, 2010, documentation is required to be provided prior to beginning the trial period, whereas prior to that date, it was required to be provided before the end of 2008.the trial period. This change generally means that Citi is able to verify income up front for potential HAMP participants before they begin making lower monthly payments. Citi currently believes this change will limit the number of borrowers who ultimately fall out from the trials and potentially mitigates the impact of HAMP trial participants on early bucket delinquency data.

        In addition,During the discount rates were based on a weighted average combinationtrial period, Citi requires that the original terms of the implied spreads from single-name ABS bond prices, ABX indices and CLO spreads, depending on vintage and asset types. To determine the discount margin, the Company applies the mortgage default model to the bonds underlying the ABX indices and other referenced cash bonds and solves for the discount margin that produces the current market prices of those instruments.

        The primary drivers that currently impact the model valuations are the discount rates used to calculate the present value of projected cash flows and projected mortgage loan performance. In valuing its direct ABCP- and CDO-squared super senior exposures, the Company has made its best estimateloans remain in effect pending completion of the key inputs that should be used in its valuation methodology. However, the size and nature of these positions as well as current market conditions are such that changes in inputs such as the discount rates used to calculate the present value of the cash flows can have a significant impact on the reported value of these exposures. For instance, each 10 basis point change in the discount rate used generally results in an approximate $25 million change in the fair value of the Company's direct ABCP- and CDO-squared super senior exposures asmodification. As of March 31, 2009. This applies to both decreases2010, approximately $6.1 billion of first mortgages were enrolled in the discount rate (which would increaseHAMP trial period, while $1.5 billion have successfully completed the valuetrial period. Upon completion of these assetsthe trial period, the terms of the loan are contractually modified, and decrease reported write-downs) and increasesit is accounted for as a "troubled debt restructuring" (see "Long-term programs" below). For additional information on HAMP, see "U.S. Consumer Mortgage Lending" below.

        Citi also recently agreed to participate in the discount rate (which would decreaseU.S. Treasury's HAMP second mortgage program, which requires Citi to either: (1) modify the value of these assets and increase reported write-downs).

        Estimatesborrower's second mortgage according to a defined protocol; or (2) accept a lump sum payment from the U.S. Treasury in exchange for full extinguishment of the fair value ofsecond mortgage. For a borrower to qualify, the CDO super senior exposures depend on market conditionsborrower must have successfully modified his/her first mortgage under the HAMP and are subject to further change over time. In addition, whilemet other criteria.

        Short-term programs.    Citigroup believes that the methodology used to value these exposures is reasonable, the methodology is subject to continuing refinement, including as a result of market developments. Further, any observable transactions in respect of some or all of these exposures could be employedhas also instituted interest rate reduction programs (primarily in the fair valuation process in accordance withU.S.) to assist borrowers experiencing temporary hardships. These programs include short-term (12 months or less) interest rate reductions and in the manner calleddeferrals of past due payments. The loan volume under these short-term programs increased significantly during 2009, and loan loss reserves for by SFAS 157.

Lending and Structuring Exposures

        The $1.7 billion of subprime-related exposures includes approximately $0.1 billion of CDO warehouse inventory and unsold tranches of ABS CDOs, approximately $1.1 billion of actively managed subprimethese loans purchased for resale or securitization at a discount to par during 2007 and approximately $0.5 billion of financing transactions with customers secured by subprime collateral. These amounts represent the fair value as determined using observable inputs and other market data. The majority of the change from the December 31, 2008 balances reflects sales, transfers and liquidations.

        S&B also has trading positions, both long and short, in U.S. subprime RMBS and related products, including ABS CDOs, which are not included in the figures above. The exposure from these positions is actively managed and hedged, although the effectiveness of the hedging products used may vary with material changes in market conditions.

Exposure to Commercial Real Estate

        The Company, through its business activities and as a capital markets participant, incurs exposures that are directly or indirectly tiedhave been enhanced, giving consideration to the global commercial real estate market. These exposures are represented primarily byhigher risk associated with those borrowers and reflecting the following three categories:

        (1)Assets held at fair value include: $5.7 billion, of which approximately $5.1 billion are securities, loans and other items linked to commercial real estate that are carried at fair value as trading account assets, $0.1 billion of loans which are held-for-sale, and approximately $0.5 billion which are securities backed by commercial real estate carried at fair value as available-for-sale investments. Changes in fair valueestimated future credit losses for these trading account assets are reported in current earnings, while changes in fair valuethose loans. See "Loan Accounting Policies" above for these available-for-sale investments are reported in OCI with other-than-temporary impairments reported in current earnings.

        The majority of these exposures are classified as Level 3 in the fair-value hierarchy. Weakening activity in the trading markets for some of these instruments resulted in reduced liquidity, thereby decreasing the observable inputs for such valuations, and could have an adverse impact on how these instruments are valued in the future if such conditions persist.

        (2)Assets held at amortized cost include approximately $2.0 billion of securities classified as held-to-maturity and $23.8 billion of loans and commitments. The held-to-maturity securities were classified as such during the fourth quarter of 2008 and were previously classified as either trading or available for sale. They are accounted for at amortized cost, subject to other-than-temporary impairment. Loans and commitments are recorded at amortized cost, less loan loss reserves. The impact from changes in credit is reflected in the calculationa further discussion of the allowance for loan losses and in net credit losses.for such modified loans.

        The following table presents the amounts of gross loans modified under short-term interest rate reduction programs in the U.S. (excluding HAMP trial modifications) as of March 31, 2010.

 
 March 31, 2010 
In millions of dollars Accrual Non-accrual 

Mortgage and real estate

 $2,505 $34 

Cards

  3,800   

Installment and other

  1,599  9 
      

        Long-term programs.    (3)Long-term modification programs or troubled debt restructurings (TDRs) occur when the terms of a loan have been modified due to the borrowers' financial difficulties and a long-term concession has been granted to the borrower. Substantially all programs in place provide permanent interest rate reductions. See "Loan Accounting Policies" above for a discussion of the allowance for loan losses for such modified loans.Equity

        The following table presents these TDRs as of March 31, 2010 and December 31, 2009:

 
 Accrual Non-accrual 
In millions of dollars Mar. 31,
2010
 Dec. 31,
2009
 Mar. 31,
2010
 Dec. 31,
2009
 

Mortgage and real estate

 $11,596 $8,654 $2,007 $1,413 

Cards

  5,004  2,303  22  150 

Installment and other

  3,515  3,128  432  250 
          

        Payment deferrals that do not continue to accrue interest primarily occur in the U.S. residential mortgage business. Other payment deferrals continue to accrue interest and are not deemed to offer concessions to the customer. Other types of concessions are not material.

        As discussed in more detail in "U.S. Consumer Mortgage Lending" and "North America Cards" below, the measurement of the success of Citi's loan modification programs varies by program objectives, type of loan, geography, and other investments include approximately $4.6 billionfactors. Citigroup uses a variety of equitymetrics to evaluate success, including re-default rates and other investments such as limited partner fund investments which are accounted for underbalance reduction trends. These metrics may be compared against the equity method, which recognizes gains or losses based on the investor's shareperformance of the net income of the investee.similarly situated customers who did not receive concessions.


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Direct Exposure
U.S. Consumer Mortgage Lending

Overview

        Citi's North America consumer mortgage portfolio consists of both first lien and second lien mortgages. As of March 31, 2010, the first lien mortgage portfolio totaled approximately $116 billion while the second lien mortgage portfolio was approximately $55 billion. Although the majority of the mortgage portfolio is managed byLCL within Citi Holdings, there are $19 billion of first lien mortgages and $5 billion of second lien mortgages reported in Citicorp.

        Citi's first lien mortgage portfolio includes $9.4 billion of loans with Federal Housing Administration or Veterans Administration guarantees. These portfolios consist of loans originated to Monolineslow-to-moderate-income borrowers with lower FICO (Fair Isaac Corporation) scores and generally have higher loan-to-value ratios (LTVs). These loans have high delinquency rates but, given the guarantees, Citi has experienced negligible credit losses on these loans. The first lien mortgage portfolio also includes $1.7 billion of loans with LTVs above 80%, which have insurance through private mortgage insurance (PMI) companies, and $3.5 billion of loans subject to Long-Term Standby Commitments(1) with U.S. government sponsored enterprises (GSEs), for which Citi has limited exposure to credit losses.

        Citi's second lien mortgage portfolio includes $1.7 billion of loans subject to LTSCs with GSEs, for which Citi has limited exposure to credit losses.

        Citi's allowance for loan loss calculations take into consideration the impact of these guarantees.

Consumer Mortgage Quarterly Trends—Delinquencies and Net Credit Losses

        The following charts detail the quarterly trends in delinquencies and net credit losses for the Citi's first and second North America consumer mortgage portfolios.

        In the first mortgage portfolio, both delinquencies and net credit losses are impacted by the HAMP trial loans and the growing backlog of foreclosures in process. The growing amount of foreclosures in process, which is related to an industry-wide phenomenon resulting from foreclosure moratoria and other efforts to prevent or forestall foreclosure, have specific implications on the portfolio:

As discussed in "Consumer Loan Modification Programs" above, Citigroup also offers short-term and long-term real estate loan modification programs. Citi monitors the performance of its S&B business,real estate loan modification programs by tracking credit loss rates by vintage. At 18 months after modifying an account, in Citi's experience to date, credit loss rates are typically reduced by approximately one-third compared to similar accounts that were not modified.

        Currently, Citi's efforts are concentrated on the Company has exposureHAMP. Contractual modifications of loans that successfully completed the HAMP trial period began in September 2009; accordingly, this is the earliest HAMP vintage available for comparison. While still early, and while Citi continues to various monoline bond insurers (Monolines), listedevaluate the impact of HAMP, Citi's experience to date is that re-default rates are likely to be lower for HAMP modified loans as compared to non-HAMP programs.

        As previously disclosed, loans in the tableHAMP trial modification period that do not make their original contractual payment are reported as delinquent, even if the reduced payments agreed to under the program are made by the borrower. Upon conclusion of the trial period, loans that are not modified permanently are returned to the delinquency status in which they began their trial period, adjusted for the number of payments received during trial period. If the loans are modified permanently, they will be returned to current status.

        Citigroup believes that the success rate of the HAMP will be a key factor influencing net credit losses from delinquent first mortgage loans, at least during the first half of 2010, and the outcome of the program will largely depend on the success rates of borrowers completing the trial period and meeting the documentation requirements.

        As set forth in the charts below, from hedges on certain investmentsboth first and from trading positions. The hedges are composed ofsecond mortgages experienced lower net credit default swapslosses and other hedge instruments. The Company recorded an additional $1.1 billionlower 90 days or more delinquencies in downward CVA related to exposure to Monolines during the first quarter of 2009, bringing2010. Net credit losses on first mortgages declined during the total CVA balancequarter, primarily due to $5.4 billion.

        The following table summarizesHAMP loan conversions, an improvement in loan loss severity and approximately $1 billion of asset sales during the market value of the Company's direct exposures to and the corresponding notional amounts of transactions with the various Monolines as well as the aggregate credit valuation adjustment associated with these exposures as of March 31, 2009 and December 31, 2008 in S&B:

 
 March 31, 2009 December 31, 2008 
In millions of dollars Fair-
value
exposure
 Notional
amount
of
transactions
 Fair-
value
exposure
 Notional
amount
of
transactions
 

Direct subprime ABS CDO super senior:

             

Ambac

 $4,649 $5,352 $4,461 $5,357 
          

Subtotal direct subprime ABS CDO super senior

 $4,649 $5,352 $4,461 $5,357 
          

Trading assets—non-subprime:

             

MBIA

 $2,209 $4,567 $1,924 $4,040 

FSA

  294  1,119  204  1,126 

Assured

  147  454  141  465 

Radian

  39  150  58  150 

Ambac

  19  821  21  1,106 
          

Subtotal trading assets—non-subprime

 $2,708 $7,111 $2,348 $6,887 
          

Total gross fair-value direct exposure

 $7,357    $6,809    

Credit valuation adjustment

 $(5,370)   $(4,279)   
          

Total net fair-value direct exposure

 $1,987    $2,530    
          

        The fair-value exposure, net of payable and receivable positions, represents the market value of the contract as of March 31, 2009 and December 31, 2008, excluding the CVA. The notional amount of the transactions, including both long and short positions, is used as a reference value to calculate payments. The credit valuation adjustment is a downward adjustment to the fair-value exposure to a counterparty to reflect the counterparty's creditworthiness in respect of the obligations in question.

        Credit valuation adjustments are based on credit spreads and on estimates of the terms and timing of the payment obligations of the Monolines. Timing in turn depends on estimates of the performance of the transactions to which the Company's exposure relates, estimates of whether and when liquidation of such transactions may occur and other factors, each considered in the context of the terms of the Monolines' obligations.

quarter. As of March 31, 2009 and December 31, 2008, the Company had $6.6 billion and $6.9 billion, respectively, in notional amount of hedges against its direct subprime ABS CDO super senior positions. Of those amounts, $5.4 billion and $5.4 billion, respectively, were purchased from Monolines and are included in the notional amount of transactions in the table above.

        With respect to Citi's trading assets, there were $2.7 billion and $2.32010, over $2 billion of fair-value exposureHAMP trial modifications in Citi's on-balance sheet portfolio were converted to Monolines aspermanent modifications (including $1.5 billion of March 31, 2009HAMP modifications).

        For second mortgages, the net credit loss decrease during the quarter was driven by roll rate improvement.


(1)
A Long-Term Standby Commitment (LTSC) is a structured transaction in which Citi transfers the credit risk of certain eligible loans to an investor in exchange for a fee. These loans remain on balance sheet unless they reach a certain delinquency level (between 120 and December 31, 2008, respectively. Trading assets include trading positions, both long180 days), in which case the LTSC investor is required to buy the loan at par.

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GRAPHIC

Note: Includes loans for Canada and short in U.S. subprime RMBS and related products, including ABS CDOs.

        The notional amount of transactions related to the remaining non-subprime trading assets as of March 31, 2009, was $7.1 billion. The $7.1 billion notional amount of transactions comprised $2.1 billion primarily in interest-rate swaps with a correspondingPuerto Rico. Loans 90 days or more past due exclude loans recorded at fair value exposure of $10 million. The remaining notional amount of $5.0 billion was inand U.S. mortgage loans that are guaranteed by U.S. government-sponsored agencies because the form of credit default swapspotential loss predominately resides with the U.S. agencies.

GRAPHIC

Note: Includes loans for Canada and total return swaps with aPuerto Rico. Loans 90 days or more past due exclude loans recorded at fair value exposure of $2.7 billion.

        The notional amount of transactions related toand U.S. mortgage loans that are guaranteed by U.S. government-sponsored agencies because the remaining non-subprime trading assets at December 31, 2008, was $6.9 billionpotential loss predominately resides with a corresponding fair value exposure of $2.3 billion. The $6.9 billion notional amount of transactions comprised $1.8 billion primarily in interest-rate swaps with a fair value exposure of $3.9 million. The remaining notional amount of $5.1 billion was in the form of credit default swaps and total return swaps with a fair value of $2.3 billion.

        The Company has purchased mortgage insurance from various monoline mortgage insurers on first mortgage loans. The notional amount of this insurance protection was approximately $300 million and $400 million as of March 31, 2009 and December 31, 2008, respectively, with nominal pending claims against this notional amount.

        In addition, Citigroup has indirect exposure to Monolines in various other parts of its businesses. Indirect exposure includes circumstances in which the Company is not a contractual counterparty to the Monolines, but instead owns securities which may benefit from embedded credit enhancements provided by a Monoline. For example, corporate or municipal bonds in the trading business may be insured by the Monolines. The previous table does not capture this type of indirect exposure to the Monolines.U.S. agencies.


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Highly Leveraged Financing TransactionsConsumer Mortgage FICO and LTV

        Highly leveraged financing commitmentsData appearing in the tables below have been sourced from Citigroup's risk systems and, as such, may not reconcile with disclosures elsewhere generally due to differences in methodology or variations in the manner in which information is captured. Citi has noted such variations in instances where it believes they could be material to reconcile the information presented elsewhere.

        Citi's credit risk policy is not to offer option adjustable rate mortgages (ARMs)/negative amortizing mortgage products to its customers. As a result, option ARMs/negative amortizing mortgages represent an insignificant portion of total balances that were acquired only incidentally as part of prior portfolio and business purchases.

        A portion of loans in the U.S. consumer mortgage portfolio currently requires a payment to satisfy only the current accrued interest for the payment period, or an interest only payment. Citi's mortgage portfolio includes approximately $29 billion of first and second lien home equity lines of credit (HELOCs) that are agreementsstill within their revolving period and have not commenced amortization. The interest only payment feature during the revolving period is standard for the HELOC product across the industry. The first mortgage portfolio contains approximately $33 billion of ARMs that provide fundingare currently required to make an interest only payment. These loans will be required to make a borrowerfully amortizing payment upon expiration of their interest only payment period, and most will do so within a few years of origination. Borrowers that are currently required to make an interest only payment cannot select a lower payment that would negatively amortize the loan. First mortgage loans with this payment feature are primarily to high credit quality borrowers that have on average significantly higher levels of debt (measured byrefreshed FICO scores than other loans in the ratio of debt capital to equity capitalfirst mortgage portfolio.

Loan Balances

        First Mortgages—Loan Balances.    As a consequence of the borrower)difficult economic environment and the decrease in housing prices, LTV and FICO scores have deteriorated since origination as depicted in the table below. On a refreshed basis, approximately 28% of first lien mortgages had a LTV ratio above 100%, compared to approximately 0% at origination. Approximately 30% of the first lien mortgages had FICO scores less than 620 on a refreshed basis, compared to 15% at origination.

Balances: March 31, 2010—First Lien Mortgages

At Origination
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  59% 6% 7%

80% < LTV£ 100%

  13% 7% 8%

LTV > 100%

  N.M.  N.M  N.M. 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  28% 4% 10%

80% < LTV£ 100%

  17% 3% 10%

LTV > 100%

  15% 3% 10%

Note: N.M.—Not meaningful. First lien mortgage table excludes loans in Canada and Puerto Rico. Table excludes loans guaranteed by U.S. government sponsored agencies, loans recorded at fair value and loans subject to LTSCs. Table also excludes $1.8 billion from At Origination balances and $0.6 billion from Refreshed balances for which FICO or LTV data was unavailable. Balances exclude deferred fees/costs Refreshed FICO scores based on updated credit scores obtained from Fair Isaac Corporation. Refreshed LTV ratios are derived from data at origination updated using mainly the Loan Performance Price Index or the Federal Housing Finance Agency Price Index.

        Second Mortgages—Loan Balances.    In the second lien mortgage portfolio, the majority of loans are in the higher FICO categories. The challenging economic conditions have caused a migration towards lower FICO scores and higher LTV ratios. Approximately 48% of that portfolio had refreshed LTVs above 100%, compared to approximately 0% at origination. Approximately 18% of second lien mortgages had FICO scores less than 620 on a refreshed basis, compared to 3% at origination.


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Balances: March 31, 2010—Second Lien Mortgages

At Origination
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  49% 2% 2%

80% < LTV£ 100%

  43% 3% 1%

LTV > 100%

  N.M.  N.M.  N.M. 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  22% 1% 3%

80% < LTV£ 100%

  20% 2% 4%

LTV > 100%

  33% 4% 11%

Note: N.M.—Not meaningful. Second lien mortgage table excludes loans in Canada and Puerto Rico. Table excludes loans recorded at fair value and loans subject to LTSCs. Table also excludes $1.6 billion from At Origination balances and $0.4 billion from Refreshed balances for which FICO or LTV data was unavailable. Refreshed FICO scores based on updated credit scores obtained from Fair Isaac Corporation. Refreshed LTV ratios are derived from data at origination updated using mainly the Loan Performance Price Index or the Federal Housing Finance Agency Price Index.

Delinquencies

        The tables below provide delinquency statistics for loans 90 or more days past due (90+DPD), as a percentage of outstandings in each of the FICO/LTV combinations, in both the first lien and second lien mortgage portfolios. For example, loans with FICO ³ 660 and LTV £ 80% at origination have a 90+DPD rate of 6.9%.

        Loans with FICO scores of less than 620 exhibit significantly higher delinquencies than in any other FICO band. Similarly, loans with LTVs greater than 100% have higher delinquencies than LTVs of less than or equal to 100%.

Delinquencies: 90+DPD Rates—First Lien Mortgages

At Origination
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  6.9% 12.5% 13.5%

80% < LTV£ 100%

  9.5% 15.7% 19.2%

LTV > 100%

  N.M.  N.M.  N.M. 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  0.2% 3.5% 16.9%

80% < LTV£ 100%

  0.6% 8.5% 25.9%

LTV > 100%

  1.7% 20.3% 36.7%

Note: 90+DPD are based on balances referenced in the tables above.

Delinquencies: 90+DPD Rates—Second Lien Mortgages

At Origination
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  1.6% 4.9% 5.5%

80% < LTV£ 100%

  3.8% 4.9% 7.0%

LTV > 100%

  N.M.  N.M.  N.M. 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  0.0% 1.5% 8.4%

80% < LTV£ 100%

  0.1% 1.4% 9.5%

LTV > 100%

  0.4% 3.6% 17.0%

Note: 90+DPD are based on balances referenced in the tables above.

Origination Channel, Geographic Distribution and Origination Vintage

        The following tables detail Citi's first and second lien U.S. consumer mortgage portfolio by origination channels, geographic distribution and origination vintage.

By Origination Channel

        Citi's U.S. consumer mortgage portfolio has been originated from three main channels: retail, broker and correspondent.

First Lien Mortgages: March 31, 2010

        As of March 31, 2010, approximately 54% of the first lien mortgage portfolio was originated through third-party channels. Given that loans originated through correspondents have exhibited higher 90+DPD delinquency rates than retail originated mortgages, Citi terminated business with a number of correspondent sellers in 2007 and 2008. During 2008, Citi also severed relationships with a number of brokers, only maintaining those who have produced strong, high-quality and profitable volume.

CHANNEL
($ in billions)
 First Lien
Mortgages
 Channel
% Total
 90+DPD % *FICO < 620 *LTV > 100% 

Retail

 $46.6  45.9% 5.4%$14.2 $9.2 

Broker

 $17.8  17.6% 9.6%$3.4 $6.4 

Correspondent

 $37.2  36.6% 14.8%$13.1 $13.4 

*
Refreshed FICO and LTV.

Note: First lien mortgage table excludes Canada and Puerto Rico, deferred fees/costs, loans recorded at fair value, loans guaranteed by U.S. government sponsored agencies and loans subject to LTSCs.


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Second Lien Mortgages: March 31, 2010

        For second lien mortgages, approximately 48% of the loans were originated through third-party channels. As these mortgages have demonstrated a higher incidence of delinquencies, Citi no longer originates second mortgages through third-party channels.

CHANNEL
($ in billions)
 Second Lien
Mortgages
 Channel
% Total
 90+DPD % *FICO < 620 *LTV > 100% 

Retail

 $24.5  51.6% 1.7%$3.9 $8.0 

Broker

 $11.9  25.0% 3.8%$2.1 $7.8 

Correspondent

 $11.1  23.5% 4.4%$2.7 $7.0 

*
Refreshed FICO and LTV.

Note: Excludes Canada and Puerto Rico, loans recorded at fair value and loans subject to LTSCs.

By State

        Approximately half of the Citi's U.S. consumer mortgage portfolio is generallylocated in five states: California, New York, Florida, Illinois and Texas. Those states represent 50% of first lien mortgages and 55% of second lien mortgages.

        Florida and Illinois have above average 90+DPD delinquency rates. Florida has 59% of its first mortgage lien portfolio with refreshed LTV>100%, compared to 29% overall for first lien mortgages. Illinois has 39% of its loan portfolio with refreshed LTV>100%. Texas, despite having 41% of its portfolio with FICO<620, has a lower delinquency rate relative to the caseoverall portfolio. Texas has less than 1% of its loan portfolio with refreshed LTV>100%.

First Lien Mortgages: March 31, 2010

STATES
($ in billions)
 First Lien
Mortgages
 State
% Total
 90+DPD % *FICO < 620 *LTV > 100% 

California

 $28.0  27.5% 8.9%$4.6 $13.1 

New York

 $8.4  8.2% 6.8%$1.6 $0.4 

Florida

 $6.1  6.0% 15.2%$2.3 $3.6 

Illinois

 $4.2  4.2% 11.6%$1.4 $1.6 

Texas

 $4.1  4.0% 6.2%$1.7 $0.0 

Others

 $50.8  50.0% 9.8%$19.2 $10.2 

*
Refreshed FICO and LTV.

Note: First lien mortgage table excludes Canada and Puerto Rico, deferred fees/costs, loans recorded at fair value, loans guaranteed by U.S. government sponsored agencies and loans subject to LTSCs.

        In the second lien mortgage portfolio, Florida continues to experience above-average delinquencies, with approximately 76% of their loans with LTV > 100% compared to 48% overall for other companies.second lien mortgages.

Second Lien Mortgages: March 31, 2010

STATES
($ in billions)
 Second Lien
Mortgages
 State
% Total
 90+DPD % *FICO < 620 *LTV > 100% 

California

 $13.2  27.9% 3.2%$1.9 $8.0 

New York

 $6.4  13.6% 2.1%$0.9 $1.4 

Florida

 $3.1  6.5% 4.9%$0.7 $2.3 

Illinois

 $1.8  3.9% 2.6%$0.4 $1.2 

Texas

 $1.3  2.8% 1.4%$0.2 $0.0 

Others

 $21.6  45.4% 2.8%$4.7 $9.9 

*
Refreshed FICO and LTV.

Note: Excludes Canada and Puerto Rico, loans recorded at fair value and loans subject to LTSCs.

By Vintage

        For Citigroup's combined U.S. consumer mortgage portfolio (first and second lien mortgages), approximately half of the portfolio consists of 2006 and 2007 vintages, which demonstrate above average delinquencies. In recent years through mid-2008, highly leveraged financing had been commonly employedfirst mortgages, approximately 43% of the portfolio is of 2006 and 2007 vintages, which have 90+DPD rates well above the overall portfolio rate. In second mortgages, 62% of the portfolio is of 2006 and 2007 vintages, which again have higher delinquencies compared to the overall portfolio rate.

First Lien Mortgages: March 31, 2010

VINTAGES
($ in billions)
 First Lien
Mortgages
 Vintage
% Total
 90+DPD % *FICO < 620 *LTV > 100% 

2010

 $0.4  0.4% 0.2%$0.1 $0.0 

2009

 $4.4  4.3% 0.8%$0.6 $0.3 

2008

 $13.1  12.9% 5.3%$3.0 $2.5 

2007

 $25.6  25.2% 14.8%$9.7 $11.4 

2006

 $18.3  18.0% 12.6%$6.0 $8.0 

2005

 $17.5  17.3% 7.4%$4.2 $5.6 

£ 2004

 $22.2  21.9% 7.1%$7.1 $1.2 

*
Refreshed FICO and LTV.

Note: First lien mortgage table excludes Canada and Puerto Rico, deferred fees/costs, loans recorded at fair value, loans guaranteed by U.S. government sponsored agencies and loans subject to LTSCs.


Table of Contents

Second Lien Mortgages: March 31, 2010

VINTAGES
($ in billions)
 Second Lien
Mortgages
 Vintage
% Total
 90+DPD % *FICO < 620 *LTV > 100% 

2010

 $0.1  0.1% N.M. $0.0 $0.0 

2009

 $0.6  1.3% 0.2%$0.0 $0.0 

2008

 $4.2  8.8% 1.2%$0.6 $0.9 

2007

 $14.0  29.5% 3.4%$2.9 $7.8 

2006

 $15.4  32.4% 3.4%$3.1 $9.3 

2005

 $9.1  19.3% 2.6%$1.4 $4.2 

£ 2004

 $4.1  8.7% 1.8%$0.7 $0.6 

*
Refreshed FICO and LTV.

Note: Excludes Canada and Puerto Rico, loans recorded at fair value and loans subject to LTSCs.

North America Cards

Overview

        Citi's North America cards portfolio consists of our Citi-branded and retail partner cards portfolios located in corporate acquisitions, management buy-outsCiticorp—Regional Consumer Banking and similar transactions.Citi Holdings—Local Consumer Lending, respectively. As of March 31, 2010, the Citi-branded portfolio totaled approximately $78 billion while the retail partner cards portfolio was approximately $55 billion.

        The following charts detail the quarterly trends in delinquencies and net credit losses for Citigroup'sNorth America Citi-branded and retail partner cards portfolios.

        During the first quarter of 2010, Citi continued to see stable to improving trends across both portfolios. In Citi-branded cards, higher delinquencies in the fourth quarter of 2009 created an expected increase in net credit losses in the first quarter of 2010. However, dollar delinquencies declined in the first quarter of 2010. On a percentage basis, delinquencies were up in Citi-branded cards due to declining loan balances. In retail partner cards, net credit losses declined for the third consecutive quarter, driven by loss mitigation efforts and declining loan balances. Delinquencies also improved in the first quarter.

        In each of the two portfolios, Citi continues to actively eliminate riskier accounts to mitigate losses. First, higher risk customers have been removed from the portfolio by either reducing available lines of credit or closing accounts. On a net basis, end of period open accounts are down 15% in Citi-branded cards and down 12% in retail partner cards versus prior year levels. In addition, Citi has improved the tools used to identify and manage exposure in each of the portfolios by targeting unique customer attributes.

        In Citi's experience to date, these financings, debt service (thatportfolios have significantly different characteristics:

        As a result, loss mitigation efforts, such as stricter underwriting standards for new accounts, decreasing higher risk credit lines, closing high risk accounts and re-pricing, tend to affect the retail partner cards portfolio faster than the branded portfolio.

        In addition to tightening credit standards, Citi also continues to pursue other loss mitigation efforts, including improvements in collections effectiveness and various modification programs, described below. Citi believes modification programs can help to improve the longer-term quality of these accounts.

        Specifically, Citigroup offers both short-term and long-term modification programs to its credit card customers, primarily in the U.S. The short-term U.S. programs provide interest rate reductions for up to 12 months, while the long-term programs provide interest rate reductions for up to five years. In both types of U.S. programs, the annual percentage rate (APR) is principaltypically reduced to below 10%.

        Citigroup monitors the performance of these U.S. credit card short-term and long-term modification programs by tracking cumulative loss rates by vintages (when customers enter a program) and comparing that performance with that of similar accounts whose terms were not modified. For example, for U.S. credit cards, in Citi's experience to date, at 24 months after modifying an account, Citi typically reduces credit losses by approximately one-third compared to similar accounts that were not modified. Citi has observed that this improved performance of modified loans relative to those not modified is generally greatest during the first 12 months after modification. Following that period, losses have tended to increase but have typically stabilized at levels which are still below those for similar loans that were not modified, resulting in an improved cumulative loss performance. To date, Citi has tended to see that this benefit is sustained over time across our U.S. credit card portfolios.

        Overall, however, Citi remains cautious and currently believes that net credit losses in each of the cards portfolios will continue to remain at elevated levels and will continue to be highly dependent on the external environment and industry changes, including continued implementation of the CARD Act.


Table of Contents

GRAPHIC


Note: Includes Puerto Rico.

GRAPHIC


Note: Includes Canada and Puerto Rico. Includes Installment Lending.


Table of Contents

North America Cards—FICO Information

        As set forth in the table below, approximately 72% of the Citi-branded portfolio had FICO credit scores of at least 660 on a refreshed basis as of March 31, 2010, while 62% of the retail partner cards portfolio had scores above 660.

Balances: March 31, 2010

Refreshed
 Citi Branded Retail Partners 

FICO ³ 660

  72% 62%

620 £ FICO < 660

  11% 13%

FICO < 620

  17% 25%

Note: Based on balances of $123 billion. Balances include interest and fees. Excludes Canada, Puerto Rico and Installment and Classified portfolios. Excludes balances where FICO was unavailable ($2.4 billion for Citi-branded, $2.1 billion for retail partner cards).

        The table below provides delinquency statistics for loans 90+DPD for both the Citi-branded and retail partner cards portfolios as of March 31, 2010. Given the economic environment, customers have migrated down from higher FICO score ranges, driven by their delinquencies with Citi and/or with other creditors. As these customers roll through the delinquency buckets, they materially damage their credit score and may ultimately go to charge-off. Loans 90+DPD are more likely to be associated with low refreshed FICO scores both because low scores are indicative of repayment risk and because their delinquency has been reported by Citigroup to the credit bureaus. Loans with FICO scores less than 620, which constitute 17% of the Citi-branded portfolio, have a 90+DPD rate of 16.7%; in the retail partner cards portfolio, loans with FICO scores less than 620 constitute 25% of the portfolio and have a 90+DPD rate of 17.4%.

90+DPD Delinquency Rate: March 31, 2010

Refreshed
 Citi Branded
90+DPD%
 Retail Partners
90+DPD%
 

FICO ³ 660

  0.1% 0.2%

620 £ FICO < 660

  0.6% 0.7%

FICO < 620

  16.7% 17.4%

Note: Based on balances of $123 billion. Balances include interest and fees. Excludes Canada, Puerto Rico and Installment and Classified portfolios.

U.S. Installment and Other Revolving Loans

        In the table below, the U.S. installment portfolio consists of consumer loans in the following businesses: Consumer Finance, Retail Banking, Auto, Student Lending and Cards. Other Revolving consists of consumer loans (Ready Credit and Checking Plus products) in the Consumer Retail Banking business. Commercial-related loans are not included.

        As of March 31, 2010, the U.S. Installment portfolio totaled approximately $69 billion, while the U.S. Other Revolving portfolio was approximately $0.9 billion. While substantially all of the U.S. Installment portfolio is managed underLCL within Citi Holdings, it does include $0.4 billion of Consumer Retail Banking loans which are reported in Citicorp. The U.S. Other Revolving portfolio is managed under Citicorp. The U.S. Installment portfolio includes approximately $33 billion of Student Loans originated under the Federal Family Education Loan Program (FFELP) where losses are substantially mitigated by federal guarantees if the loans are properly serviced. In addition, there are approximately $6 billion of non-FFELP Student Loans where losses are mitigated by private insurance. These insurance providers insure the Company against a significant portion of losses arising from borrower loan default, bankruptcy or death.

        Approximately 39% of the Installment portfolio had FICO credit scores less than 620 on a refreshed basis. Approximately 29% of the Other Revolving portfolio is composed of loans having FICO less than 620.

Balances: March 31, 2010

Refreshed
 Installment Other Revolving 

FICO ³ 660

  47% 56%

620 £ FICO < 660

  14% 15%

FICO < 620

  39% 29%

Note: Based on balances of $67 billion for Installment and $0.8 billion for Other Revolving. Excludes Canada and Puerto Rico. Excludes balances where FICO was unavailable ($1.8 billion for Installment, $0.1 billion for Other Revolving).

        The table below provides delinquency statistics for loans 90+DPD for both the Installment and Other Revolving portfolios. Loans 90+DPD are more likely to be associated with low refreshed FICO scores both because low scores are indicative of repayment risk and because their delinquency has been reported by Citigroup to the credit bureaus. On a refreshed basis, loans with FICO scores of less than 620 exhibit significantly higher delinquencies than in any other FICO band and will drive the majority of the losses.

90+DPD Delinquency Rate: March 31, 2010

Refreshed
 Installment
90+DPD%
 Other Revolving
90+DPD%
 

FICO ³ 660

  0.2% 0.0%

620 £ FICO < 660

  1.1% 0.8%

FICO < 620

  7.2% 8.1%

Note: Based on balances of $67 billion for Installment and $0.8 billion for Other Revolving. Excludes Canada and Puerto Rico.


Table of Contents

Interest Rate Risk Associated with Consumer Mortgage Lending Activity

        Citigroup originates and funds mortgage loans. As with all other lending activity, this exposes Citigroup to several risks, including credit, liquidity and interest payments) absorbsrate risks. To manage credit and liquidity risk, Citigroup sells most of the mortgage loans it originates, but retains the servicing rights. These sale transactions create an intangible asset referred to as mortgage servicing rights (MSRs). The fair value of this asset is primarily affected by changes in prepayments that result from shifts in mortgage interest rates. Thus, by retaining the servicing rights of sold mortgage loans, Citigroup is still exposed to interest rate risk.

        In managing this risk, Citigroup hedges a significant portion of the cash flows generated byvalue of its MSRs through the borrower's business. Consequently,use of interest rate derivative contracts, forward purchase commitments of mortgage-backed securities, and purchased securities classified as trading (primarily mortgage-backed securities including principal-only strips).

        Since the risk that the borrower may not be able to meet its debt obligations is greater. Due to this risk, the interest rates and fees charged for this type of financing are generally higher than for other types of financing.

        Prior to funding, highly leveraged financing commitments are assessed for impairment in accordance with SFAS 5, and losses are recorded when they are probable and reasonably estimable. For the portion of loan commitments that relates to loans that will be held for investment, loss estimates are made based on the borrower's ability to repay the facility according to its contractual terms. For the portion of loan commitments that relates to loans that will be held for sale, loss estimates are made in reference to current conditionschange in the resale market (both interest rate risk and credit risk are considered in the estimate). Loan origination, commitment, underwriting and other fees are netted against any recorded losses.

        Citigroup generally manages the risk associated with highly leveraged financings it has entered into by seeking to sell a majority of its exposures to the market prior to or shortly after funding. In certain cases, all or a portion of a highly leveraged financing to be retained is hedged with credit derivatives or other hedging instruments. Thus, when a highly leveraged financing is funded, Citigroup records the resulting loan as follows:

        Due to the dislocation of the credit markets and the reduced market interest in higher-risk/higher-yield instruments since the latter half of 2007, liquidity in the market for highly leveraged financings has been limited. This has resulted in the Company's recording pretax write-downs on funded and unfunded highly leveraged finance exposures of $247 million in the first quarter of 2009 and $4.9 billion in full year 2008.

        Citigroup's exposures to highly leveraged financing commitments totaled $9.5 billion at March 31, 2009 ($9.0 billion funded and $0.5 billion in unfunded commitments), reflecting a decrease of $0.5 billion from December 31, 2008.

        In 2008, the Company completed the transfer of approximately $12 billion of loans to third parties, of which $8.5 billion relates to highly leveraged loan commitments. In these transactions, the third parties purchased subordinate interests backed by the transferred loans. These subordinate interests absorb first loss on the transferred loans and provide the third parties with control of the loans. The Company retained senior debt securities backed by the transferred loans. These transactions were accounted for as sales of the transferred loans. The loans were removed from the balance sheet and the retained securities are classified as Available-for-sale securities on the Company's Consolidated Balance Sheet.

        In addition, the Company purchased protection on the senior debt securities from the third-party subordinate interest holders via total return swaps (TRS). The counterparty credit risk in the TRS is protected through margin agreements that provide for both initial margin and additional margin at specified triggers. Due to the initial cash margin received, the existing margin requirements on the TRS, and the substantive subordinate investments made by third parties, the Company believes that the transactions largely mitigate the Company's risk related to the transferred loans. The Company's sole remaining exposure to the transferred loans are the senior debt securities, which have an amortized cost basis of $6.3 billion and fair value of $4.7 billion at March 31, 2009, andthese hedging instruments does not perfectly match the receivables under the TRS, which have a fair value of $1.5 billion at March 31, 2009. The change in the value of the retained senior debt securities that are classifiedMSRs, Citigroup is still exposed to what is commonly referred to as Available-for-sale securities are recorded in AOCI as they are deemed temporary. The offsetting change in"basis risk." Citigroup manages this risk by reviewing the total return swaps are recorded as cash flow hedges within AOCI. See Notemix of the various hedging instruments referred to above on a daily basis.

        Citigroup's MSRs totaled $6.439 billion and $6.530 billion at March 31, 2010 and December 31, 2009, respectively. For additional information on Citi's MSRs, see Notes 11 and 14 to the Consolidated Financial StatementsStatements.

        As part of the mortgage lending activity, Citigroup commonly enters into purchase commitments to fund residential mortgage loans at specific interest rates within a given period of time, generally up to 60 days after the rate has been set. If the resulting loans from these commitments will be classified as loans held-for-sale, Citigroup accounts for additional information.the commitments as derivatives. Accordingly, the initial and subsequent changes in the fair value of these commitments, which are driven by changes in mortgage interest rates, are recognized in current earnings after taking into consideration the likelihood that the commitment will be funded.

        Citigroup hedges its exposure to the change in the value of these commitments by utilizing hedging instruments similar to those referred to above.


Table of Contents


Corporate Credit Portfolio

        The following table presents credit data for Citigroup's corporate loans and unfunded lending commitments at March 31, 2010. The ratings scale is based on Citi's internal risk ratings, which generally correspond to the ratings as defined by S&P and Moody's.

 
 At March 31, 2010 
Corporate loans(1)
in millions of dollars
 Recorded investment
in loans(2)
 % of total(3) Unfunded
lending commitments
 % of total(3) 

Investment grade(4)

 $116,320  66%$238,157  87%

Non-investment grade(4)

             
 

Noncriticized

  21,102  12  16,220  6 
 

Criticized performing(5)

  24,974  14  16,934  6 
  

Commercial real estate (CRE)

  5,906  3  2,335  1 
  

Commercial and Industrial and Other

  19,068  11  14,599  5 
 

Non-accrual (criticized)(5)

  12,932  7  3,342  1 
  

CRE

  3,406  2  1,229   
  

Commercial and Industrial and Other

  9,526  5  2,113  1 
          

Total non-investment grade

 $59,008  34%$36,496  13%

Private Banking loans managed on a delinquency basis(4)

  13,986     2,279    

Loans at fair value

  2,457         
          

Total corporate loans

 $191,771    $276,932    

Unearned income

  (1,436)        
          

Corporate loans, net of unearned income

 $190,335    $276,932    
          

(1)
Includes $1.1 billion of TDRs for which concessions, such as the reduction of interest rates or the deferral of interest or principal payments, have been granted as a result of deterioration in the borrowers' financial condition. Each of the borrowers is current under the restructured terms.

(2)
Recorded investment in a loan includes accrued interest, net deferred loan fees and costs, unamortized premium or discount, less any direct write-downs.

(3)
Percentages disclosed above exclude Private Banking loans managed on a delinquency basis and loans at fair value.

(4)
Held-for-investment loans accounted for on an amortized cost basis.

(5)
Criticized exposures correspond to the "Special Mention," "Substandard" and "Doubtful" asset categories defined by banking regulatory authorities.

Table of Contents

        The following tables represent the corporate credit portfolio (excluding Private Banking), before consideration of collateral, by maturity at March 31, 2010. The corporate portfolio is broken out by direct outstandings that include drawn loans, overdrafts, interbank placements, bankers' acceptances, certain investment securities and leases and unfunded commitments that include unused commitments to lend, letters of credit and financial guarantees.

 
 At March 31, 2010 
In billions of dollars Due
within
1 year
 Greater than 1 year
but within
5 years
 Greater
than
5 years
 Total
exposure
 

Direct outstandings

 $199 $60 $7 $266 

Unfunded lending commitments

  157  111  10  278 
          

Total

 $356 $171 $17 $544 
          


 
 At December 31, 2009 
In billions of dollars Due
within
1 year
 Greater
than 1 year
but within
5 years
 Greater
than
5 years
 Total
exposure
 

Direct outstandings

 $213 $66 $7 $286 

Unfunded lending commitments

  182  120  10  312 
          

Total

 $395 $186 $17 $598 
          

Portfolio Mix

        The corporate credit portfolio is diverse across counterparty and industry, and geography. The following table shows direct outstandings and unfunded commitments by region:

 
 March 31,
2010
 December 31,
2009
 

North America

  46% 51%

EMEA

  29  27 

Latin America

  15  9 

Asia

  10  13 
      

Total

  100% 100%
      

        The maintenance of accurate and consistent risk ratings across the corporate credit portfolio facilitates the comparison of credit exposure across all lines of business, geographic regions and products.

        Obligor risk ratings reflect an estimated probability of default for an obligor and are derived primarily through the use of statistical models (which are validated periodically), external rating agencies (under defined circumstances) or approved scoring methodologies. Facility risk ratings are assigned, using the obligor risk rating, and then factors that affect the loss-given default of the facility, such as support or collateral, are taken into account. With regard to climate change risk, factors evaluated include consideration of the business impact, impact of regulatory requirements, or lack thereof, and impact of physical effects on obligors and their assets.

        These factors may adversely affect the ability of some obligors to perform and thus increase the risk of lending activities to these obligors. Citigroup also has incorporated climate risk assessment criteria for certain obligors, as necessary.

        Internal obligor ratings equivalent to BBB and above are considered investment grade. Ratings below the equivalent of the BBB category are considered non-investment grade.

        The following table presents the corporate credit portfolio by facility risk rating at March 31, 2010 and December 31, 2009, as a percentage of the total portfolio:

 
 Direct outstandings and
unfunded commitments
 
 
 March 31,
2010
 December 31,
2009
 

AAA/AA/A

  54% 58%

BBB

  27  24 

BB/B

  12  11 

CCC or below

  7  7 

Unrated

     
      

Total

  100% 100%
      

        The corporate credit portfolio is diversified by industry, with a concentration only in the financial sector, including banks, other financial institutions, insurance companies, investment banks and government and central banks. The following table shows the allocation of direct outstandings and unfunded commitments to industries as a percentage of the total corporate portfolio:

 
 Direct outstandings and
unfunded commitments
 
 
 March 31,
2010
 December 31,
2009
 

Government and central banks

  13% 12%

Banks

  11  9 

Investment banks

  6  5 

Other financial institutions

  5  12 

Utilities

  4  4 

Insurance

  4  4 

Petroleum

  4  4 

Agriculture and food preparation

  4  4 

Telephone and cable

  3  3 

Industrial machinery and equipment

  2  2 

Global information technology

  2  2 

Chemicals

  2  2 

Real estate

  3  3 

Other industries(1)

  37  34 
      

Total

  100% 100%
      

(1)
Includes all other industries, none of which exceeds 2% of total outstandings.

Table of Contents

Credit Risk Mitigation

        As part of its overall risk management activities, Citigroup uses credit derivatives and other risk mitigants to hedge portions of the credit risk in its portfolio, in addition to outright asset sales. The purpose of these transactions is to transfer credit risk to third parties. The results of the mark-to-market and any realized gains or losses on credit derivatives are reflected in thePrincipal transactions line on the Consolidated Statement of Income.

        At March 31, 2010 and December 31, 2009, $53.1 billion and $59.6 billion, respectively, of credit risk exposure were economically hedged. Citigroup's expected loss model used in the calculation of its loan loss reserve does not include the favorable impact of credit derivatives and other risk mitigants. In addition, the reported amounts of direct outstandings and unfunded commitments in this report do not reflect the impact of these hedging transactions. At March 31, 2010 and December 31, 2009, the credit protection was economically hedging underlying credit exposure with the following risk rating distribution, respectively:

Rating of Hedged Exposure

 
 March 31,
2010
 December 31,
2009
 

AAA/AA/A

  45% 45%

BBB

  37  37 

BB/B

  12  11 

CCC or below

  6  7 
      

Total

  100% 100%
      

        At March 31, 2010 and December 31, 2009, the credit protection was economically hedging underlying credit exposure with the following industry distribution, respectively:

Industry of Hedged Exposure

 
 March 31,
2010
 December 31,
2009
 

Utilities

  8% 9%

Telephone and cable

  8  9 

Agriculture and food preparation

  8  8 

Chemicals

  7  8 

Petroleum

  6  6 

Industrial machinery and equipment

  6  6 

Autos

  6  6 

Retail

  5  4 

Insurance

  4  4 

Other financial institutions

  4  4 

Pharmaceuticals

  4  5 

Natural gas distribution

  4  3 

Metals

  4  4 

Global information technology

  3  3 

Other industries(1)

  23  21 
      

Total

  100% 100%
      

(1)
Includes all other industries, none of which is greater than 2% of the total hedged amount.

Table of Contents


MARKET RISK

        Market risk encompasses liquidity risk and price risk, both of which arise in the normal course of business of a global financial intermediary. Liquidity risk is the risk that an entity may be unable to meet a financial commitment to a customer, creditor, or investor when due. Liquidity risk is discussed in "Capital Resources and Liquidity" above. Price risk is the earnings risk from changes in interest rates, foreign exchange rates, equity and commodity prices, and in their implied volatilities. Price risk arises in non-trading portfolios, as well as in trading portfolios.

Interest Rate Exposure (IRE) for Non-Trading Portfolios

        The exposures in the following table represent the approximate annualized risk to net interest revenue (NIR) assuming an unanticipated parallel instantaneous 100 basis points change, as well as a more gradual 100 basis points (25 basis points per quarter) parallel change in rates compared with the market forward interest rates in selected currencies.

 
 March 31, 2010 December 31, 2009 March 31, 2009 
In millions of dollars Increase Decrease Increase Decrease Increase Decrease 

U.S. dollar

                   

Instantaneous change

 $(488) NM $(859) NM $(843) NM 

Gradual change

 $(110) NM $(460) NM $(497) NM 
              

Mexican peso

                   

Instantaneous change

 $42  (42)$50 $(50)$(20)$20 

Gradual change

 $21  (21)$26 $(26)$(14)$14 
              

Euro

                   

Instantaneous change

 $(56) NM $85  NM $37 $(37)

Gradual change

 $(50) NM $47  NM $23 $(23)
              

Japanese yen

                   

Instantaneous change

 $148  NM $200  NM $194  NM 

Gradual change

 $97  NM $116  NM $116  NM 
              

Pound sterling

                   

Instantaneous change

 $(3) NM $(11) NM $15 $(15)

Gradual change

 $(5) NM $(6) NM $7 $(7)
              

NM    Not meaningful. A 100 basis point decrease in interest rates would imply negative rates for the yield curve.

        Certain trading-oriented businesses within Citi have accrual-accounted positions. The U.S. dollar IRE associated with these businesses is ($92) million for a 100 basis points instantaneous increase in interest rates. The changes in the U.S. dollar IRE from the previous period reflect changes in the customer-related asset and liability mix, the expected impact of market rates on customer behavior and Citigroup's view of prevailing interest rates.

        The following table shows the risk to NIR from six different changes in the implied-forward rates. Each scenario assumes that the rate change will occur on a gradual basis every three months over the course of one year.

 
 Scenario 1 Scenario 2 Scenario 3 Scenario 4 Scenario 5 Scenario 6 

Overnight rate change (bps)

    100  200  (200) (100)  

10-year rate change (bps)

  (100)   100  (100)   100 
              

Impact to net interest revenue
(in millions of dollars)

 
$

67
 
$

(278

)

$

(703

)
 
NM
  
NM
 
$

48
 
              

NM    Not meaningful. A 100 basis point or more decrease in the overnight rate would imply negative rates for the yield curve.


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Value at Risk for Trading Portfolios

        For Citigroup's major trading centers, the aggregate pretax value at risk (VAR) in the trading portfolios was $172 million, $205 million, $273 million and $292 million at March 31, 2010, December 31, 2009, September 30, 2009, and March 31, 2009, respectively. Daily Citigroup trading VAR averaged $200 million and ranged from $145 million to $289 million during the first quarter of 2010. The following table summarizes VAR for Citigroup trading portfolios at March 31, 2010, December 31, 2009, September 30, 2009, and March 31, 2009, including the total VAR, the specific risk only component of VAR, and the general market factors only VAR, along with the quarterly averages. Citigroup moved guidelines under SFAS 133 to SFAS 157/159 for mark-to-market trading on February 1, 2010.

In million of dollars March 31,
2010
 First
Quarter
2010
Average
 December 31,
2009
 Fourth
Quarter
2009
Average
 March 31,
2009
 First
Quarter
2009
Average
 

Interest rate

 $201 $193 $192 $216 $239 $272 

Foreign exchange

  53  51  45  37  38  73 

Equity

  49  73  69  62  144  97 

Commodity

  17  18  18  38  33  22 

Diversification benefit

  (148) (135) (119) (121) (162) (173)
              

Total—All market risk factors, including general and specific risk

 $172 $200 $205 $232 $292 $291 
              

Specific risk only component

 $15 $20 $20 $22 $14 $19 
              

Total—General market factors only

 $157 $180 $185 $210 $278 $272 
              

        The specific risk only component represents the level of equity and debt issuer-specific risk embedded in VAR.

        The table below provides the range of market factor VARs, inclusive of specific risk, across the quarters ended:

 
 March 31,
2010
 December 31,
2009
 March 31,
2009
 
In millions of dollars Low High Low High Low High 

Interest rate

 $171 $228 $185 $241 $209 $320 

Foreign exchange

  37  78  18  98  29  140 

Equity

  47  111  46  91  47  167 

Commodity

  15  20  18  47  12  34 
              

        The following table provides the VAR forS&B for the first quarter of 2010 and fourth quarter of 2009:

In millions of dollars March 31,
2010
 December 31,
2009
 

Total—All market risk factors, including general and specific risk

 $104 $149 
      

Average—during quarter

  144  174 

High—during quarter

  235  206 

Low—during quarter

  99  144 
      

Table of Contents


Average Rates—Interest Revenue, Interest Expense, and Net Interest Margin

GRAPHIC

In millions of dollars 1st Qtr.
2010
 4th Qtr.
2009
 1st Qtr.
2009
 Change
1Q10 vs. 1Q09
 

Interest revenue(1)

 $20,852 $17,703 $20,583  1%

Interest expense(2)

  6,291  6,542  7,657  (18)%
          

Net interest revenue(1)(2)

 $14,561 $11,161 $12,926  13%
          

Interest revenue—average rate

  4.75% 4.20% 5.31% (56) bps

Interest expense—average rate

  1.60% 1.75% 2.16% (56) bps

Net interest margin

  3.32% 2.65% 3.33% (1) bps
          

Interest-rate benchmarks:

             

Federal Funds rate—end of period

  0.00-0.25% 0.00-0.25% 0.00-0.25%  

Federal Funds rate—average rate

  0.00-0.25% 0.00-0.25% 0.00-0.25%  
          

Two-year U.S. Treasury note—average rate

  0.92% 0.88% 0.90% 2bps

10-year U.S. Treasury note—average rate

  3.72% 3.46% 2.74% 98bps
          

10-year vs. two-year spread

  280bps 258bps 184bps   
          

(1)
Excludes taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $135 million, $186 million and $97 million for the first quarter of 2010, the fourth quarter of 2009 and the first quarter of 2009, respectively.

(2)
Excludes expenses associated with hybrid financial instruments and beneficial interest in consolidated VIEs. These obligations are classified asLong-term debt and accounted for at fair value with changes recorded inPrincipal transactions.

        A significant portion of Citi's business activities are based upon gathering deposits and borrowing money and then lending or investing those funds, including market-making activities in tradable securities. Net interest margin (NIM) is calculated by dividing annualized gross interest revenue less gross interest expense by average interest earning assets (which includes non-accrual loans).

        NIM increased by 67 basis points during the first quarter of 2010, primarily driven by the adoption of SFAS 166/167. Additionally, the absence of interest on the trust preferred securities repaid in the fourth quarter of 2009 and the deployment of cash into higher-yielding investments favorably impacted NIM during the first quarter.


Table of Contents


AVERAGE BALANCES AND INTEREST RATES—ASSETS(1)(2)(3)(4)

 
 Average Volume Interest Revenue % Average Rate 
In millions of dollars 1st Qtr.
2010
 4th Qtr.
2009
 1st Qtr.
2009
 1st Qtr.
2010
 4th Qtr.
2009
 1st Qtr.
2009
 1st Qtr.
2010
 4th Qtr.
2009
 1st Qtr.
2009
 

Assets

                            

Deposits with banks(5)

 $166,378 $219,321 $169,142 $290 $352 $436  0.71% 0.64% 1.05%
                    

Federal funds sold and securities borrowed or purchased under agreements to resell(6)

                            

In U.S. offices

 $160,033 $154,035 $128,004 $471 $434 $550  1.19% 1.12% 1.74%

In offices outside the U.S.(5)

  78,052  71,031  52,431  281  243  335  1.46  1.36  2.59 
                    

Total

 $238,085 $225,066 $180,435 $752 $677 $885  1.28% 1.19% 1.99%
                    

Trading account assets(7)(8)

                            

In U.S. offices

 $131,776 $140,299 $147,516 $1,069 $1,407 $1,984  3.29% 3.98% 5.45%

In offices outside the U.S.(5)

  152,403  147,180  108,451  803  790  967  2.14  2.13  3.62 
                    

Total

 $284,179 $287,479 $255,967 $1,872 $2,197 $2,951  2.67% 3.03% 4.68%
                    

Investments

                            

In U.S. offices

                            
 

Taxable

 $150,858 $129,925 $121,901 $1,389 $1,486 $1,480  3.73% 4.54% 4.92%
 

Exempt from U.S. income tax(1)

  15,570  16,423  14,574  173  273  118  4.51  6.60  3.28 

In offices outside the U.S.(5)

  144,892  128,160  106,950  1,547  1,466  1,578  4.33  4.54  5.98 
                    

Total

 $311,320 $274,508 $243,425 $3,109 $3,225 $3,176  4.05% 4.66% 5.29%
                    

Loans (net of unearned income)(9)

                            

Consumer loans

                            

In U.S. offices

 $391,753 $291,574 $322,986 $9,152 $5,219 $6,254  9.47% 7.10% 7.85%

In offices outside the U.S.(5)

  146,538  151,229  149,341  3,756  3,856  3,999  10.40  10.12  10.86 
                    

Total consumer loans

 $538,291 $442,803 $472,327 $12,908 $9,075 $10,253  9.73% 8.13% 8.80%
                    

Corporate loans

                            

In U.S. offices

 $87,631 $64,887 $80,482 $359 $448 $577  1.66% 2.74% 2.91%

In offices outside the U.S.(5)

  107,950  112,448  118,906  1,406  1,549  2,025  5.28  5.47  6.91 
                    

Total corporate loans

 $195,581 $177,335 $199,388 $1,765 $1,997 $2,602  3.66% 4.47% 5.29%
                    

Total loans

 $733,872 $620,138 $671,715 $14,673 $11,072 $12,855  8.11% 7.08% 7.76%
                    

Other interest-earning Assets

 $45,894 $45,912 $51,631 $156 $180 $280  1.38% 1.56% 2.20%
                    

Total interest-earning Assets

 $1,779,728 $1,672,424 $1,572,315 $20,852 $17,703 $20,583  4.75% 4.20% 5.31%
                       

Non-interest-earning assets(7)

  233,344  224,932  315,573                   

Total Assets from discontinued operations

      20,083                   
                          

Total assets

 $2,013,072 $1,897,356 $1,907,971                   
                    

(1)
Interest revenue excludes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $135 million, $186 million and $97 million for the first quarter of 2010, the fourth quarter of 2009 and the first quarter of 2009, respectively.

(2)
Interest rates and amounts include the effects of risk management activities associated with the respective asset and liability categories.

(3)
Monthly averages have been used by certain subsidiaries where daily averages are unavailable.

(4)
Detailed average volume, interest revenue and interest expense exclude discontinued operations.

(5)
Average rates reflect prevailing local interest rates, including inflationary effects and monetary correction in certain countries.

(6)
Average volumes of securities borrowed or purchased under agreements to resell are reported net pursuant to FIN 41 and Interest revenue excludes the impact of FIN 41.

(7)
The fair value carrying amounts of derivative and foreign exchange contracts are reported in non-interest-earning assets and other non-interest-bearing liabilities.

(8)
Interest expense onTrading account liabilities ofICG is reported as a reduction of Interest revenue. Interest revenue and Interest expense on cash collateral positions are reported inTrading account assets andTrading account liabilities, respectively.

(9)
Includes cash-basis loans.

Table of Contents


AVERAGE BALANCES AND INTEREST RATES—LIABILITIES AND EQUITY, AND NET INTEREST REVENUE(1)(2)(3)(4)

 
 Average Volume Interest Expense % Average Rate 
In millions of dollars 1st Qtr.
2010
 4th Qtr.
2009
 1st Qtr.
2009
 1st Qtr.
2010
 4th Qtr.
2009
 1st Qtr.
2009
 1st Qtr.
2010
 4th Qtr.
2009
 1st Qtr.
2009
 

Liabilities

                            

Deposits

                            

In U. S. offices

                            
 

Savings deposits(5)

 $178,266 $184,894 $164,977 $458 $520 $633  1.04% 1.12% 1.56%
 

Other time deposits

  54,391  57,284  61,283  143  186  416  1.07  1.29  2.75 

In offices outside the U.S.(6)

  481,002  478,233  408,840  1,479  1,454  1,799  1.25  1.21  1.78 
                    

Total

 $713,659 $720,411 $635,100 $2,080 $2,160 $2,848  1.18% 1.19% 1.82%
                    

Federal funds purchased and securities loaned or sold under agreements to repurchase(7)

                            

In U.S. offices

 $120,695 $115,656 $152,256 $179 $136 $316  0.60% 0.47% 0.84%

In offices outside the U.S.(6)

  79,447  74,200  68,184  475  490  788  2.42  2.62  4.69 
                    

Total

 $200,142 $189,856 $220,440 $654 $626 $1,104  1.33% 1.31% 2.03%
                    

Trading account liabilities(8)(9)

                            

In U.S. offices

 $32,642 $29,908 $20,712 $44 $51 $93  0.55% 0.68% 1.82%

In offices outside the U.S.(6)

  46,905  41,790  31,101  19  18  15  0.16  0.17  0.20 
                    

Total

 $79,547 $71,698 $51,813 $63 $69 $108  0.32% 0.38% 0.85%
                    

Short-term borrowings

                            

In U.S. offices

 $152,785 $99,325 $148,673 $204 $215 $367  0.54% 0.86% 1.00%

In offices outside the U.S.(6)

  27,659  32,016  35,214  72  82  96  1.06  1.02  1.11 
                    

Total

 $180,444 $131,341 $183,887 $276 $297 $463  0.62% 0.90% 1.02%
                    

Long-term debt(10)

                            

In U.S. offices

 $397,113 $340,287 $309,670 $3,005 $3,148 $2,820  3.07% 3.67% 3.69%

In offices outside the U.S.(6)

  25,955  25,704  34,058  213  242  314  3.33  3.74  3.74 
                    

Total

 $423,068 $365,991 $343,728 $3,218 $3,390 $3,134  3.08% 3.67% 3.70%
                    

Total interest-bearing liabilities

 $1,596,860 $1,479,297 $1,434,968 $6,291 $6,542 $7,657  1.60% 1.75% 2.16%
                       

Demand deposits in U.S. offices

  16,675  38,567  15,383                   

Other non-interest-bearing liabilities(8)

  247,365  234,746  300,614                   

Total liabilities from discontinued operations

      11,698                   
                          

Total liabilities

 $1,860,900 $1,752,610 $1,762,663                   
                          

Citigroup equity(11)

 $149,993 $142,749 $143,297                   

Non controlling interest

 $2,179 $1,997 $2,011                   
                          

Total stockholders' equity(11)

 $152,172 $144,746 $145,308                   
                          

Total liabilities and Citigroup stockholders' equity

 $2,013,072 $1,897,356 $1,907,971                   
                    

Net interest revenue as a percentage of average interest-earning assets(12)

                            

In U.S. offices

 $1,080,673 $985,669 $970,429 $8,660 $5,168 $6,643  3.25% 2.08% 2.78%

In offices outside the U.S.(6)

  699,055  686,755  601,886  5,901  5,993  6,283  3.42  3.46  4.23 
                    

Total

 $1,779,728 $1,672,424 $1,572,315 $14,561 $11,161 $12,926  3.32% 2.65% 3.33%
                    

(1)
Interest revenue excludes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $135 million, $186 million and $97 million for the first quarter of 2010, the fourth quarter of 2009 and the first quarter of 2009, respectively.

(2)
Interest rates and amounts include the effects of risk management activities associated with the respective asset and liability categories.

(3)
Monthly averages have been used by certain subsidiaries where daily averages are unavailable.

(4)
Detailed average volume, interest revenue and interest expense exclude discontinued operations.

(5)
Savings deposits consist of Insured Money Market Rate accounts, NOW accounts, and other savings deposits. The interest expense includes FDIC deposit insurance fees and charges of $223 million, $213 million and $299 million for the three months ended March 31, 2010, December 31, 2009 and March 31, 2009, respectively.

(6)
Average rates reflect prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.

(7)
Average volumes of securities loaned or sold under agreements to repurchase are reported net pursuant to FIN 41 and Interest expense excludes the impact of FIN 41.

(8)
The fair value carrying amounts of derivative and foreign exchange contracts are reported in non-interest-earning assets and other non-interest-bearing liabilities.

(9)
Interest expense onTrading account liabilities ofICG is reported as a reduction of Interest revenue. Interest revenue and Interest expense on cash collateral positions are reported inTrading account assets andTrading account liabilities, respectively.

(10)
Excludes hybrid financial instruments and beneficial interests in consolidated VIEs that are classified asLong-term debt as these obligations are accounted for at fair value with changes recorded inPrincipal transactions.

(11)
Includes stockholders' equity from discontinued operations.

(12)
Includes allocations for capital and funding costs based on the location of the asset.

Table of Contents


ANALYSIS OF CHANGES IN INTEREST REVENUE(1)(2)(3)

 
 1st Qtr. 2010 vs. 4th Qtr. 2009 1st Qtr. 2010 vs. 1st Qtr. 2009 
 
 Increase (Decrease)
Due to Change in:
  
 Increase (Decrease)
Due to Change in:
  
 
In millions of dollars Average
Volume
 Average
Rate
 Net
Change
 Average
Volume
 Average
Rate
 Net
Change
 

Deposits with banks(4)

 $(90)$28 $(62)$(7)$(139)$(146)

Federal funds sold and securities borrowed or purchased under agreements to resell

                   

In U.S. offices

 $17 $20 $37 $118 $(197)$(79)

In offices outside the U.S.(4)

  25  13  38  126  (180) (54)
              

Total

 $42 $33 $75 $244 $(377)$(133)
              

Trading account assets(5)

                   

In U.S. offices

 $(82)$(256)$(338)$(194)$(721)$(915)

In offices outside the U.S.(4)

  28  (15) 13  312  (476) (164)
              

Total

 $(54)$(271)$(325)$118 $(1,197)$(1,079)
              

Investments(1)

                   

In U.S. offices

 $221 $(418)$(197)$314 $(350)$(36)

In offices outside the U.S.(4)

  183  (102) 81  473  (504) (31)
              

Total

 $404 $(520)$(116)$787 $(854)$(67)
              

Loans—consumer

                   

In U.S. offices

 $2,083 $1,850 $3,933 $1,471 $1,427 $2,898 

In offices outside the U.S.(4)

  (120) 20  (100) (74) (169) (243)
              

Total

 $1,963 $1,870 $3,833 $1,397 $1,258 $2,655 
              

Loans—corporate

                   

In U.S. offices

 $127 $(216)$(89)$47 $(265)$(218)

In offices outside the U.S.(4)

  (61) (82) (143) (174) (445) (619)
              

Total

 $66 $(298)$(232)$(127)$(710)$(837)
              

Total loans

 $2,029 $1,572 $3,601 $1,270 $548 $1,818 
              

Other interest-earning assets

 $ $(24)$(24)$(28)$(96)$(124)
              

Total interest revenue

 $2,331 $818 $3,149 $2,384 $(2,115)$269 
              

(1)
The taxable equivalent adjustment is based on the U.S. federal statutory tax rate of 35%, and is excluded from this presentation.

(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)
Detailed average volume, interest revenue and interest expense exclude discontinued operations.

(4)
Changes in average rates reflect changes in prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.

(5)
Interest expense onTrading account liabilities ofICG is reported as a reduction of Interest revenue. Interest revenue and Interest expense on cash collateral positions are reported inTrading account assets andTrading account liabilities, respectively.

Table of Contents


ANALYSIS OF CHANGES IN INTEREST EXPENSE AND NET INTEREST REVENUE(1)(2)(3)

 
 1st Qtr. 2010 vs. 4th Qtr. 2009 1st Qtr. 2010 vs. 1st Qtr. 2009 
 
 Increase (Decrease)
Due to Change in:
  
 Increase (Decrease)
Due to Change in:
  
 
In millions of dollars Average
Volume
 Average
Rate
 Net
Change
 Average
Volume
 Average
Rate
 Net
Change
 

Deposits

                   

In U.S. offices

 $(27)$(78)$(105)$29 $(477)$(448)

In offices outside the U.S.(4)

  8  17  25  282  (602) (320)
              

Total

 $(19)$(61)$(80)$311 $(1,079)$(768)
              

Federal funds purchased and securities loaned or sold under agreements to repurchase

                   

In U.S. offices

 $6 $37 $43 $(58)$(79)$(137)

In offices outside the U.S.(4)

  33  (48) (15) 114  (427) (313)
              

Total

 $39 $(11)$28 $56 $(506)$(450)
              

Trading account liabilities(5)

                   

In U.S. offices

 $4 $(11)$(7)$37 $(86)$(49)

In offices outside the U.S.(4)

  2  (1) 1  7  (3) 4 
              

Total

 $6 $(12)$(6)$44 $(89)$(45)
              

Short-term borrowings

                   

In U.S. offices

 $90 $(101)$(11)$10 $(173)$(163)

In offices outside the U.S.(4)

  (12) 2  (10) (20) (4) (24)
              

Total

 $78 $(99)$(21)$(10)$(177)$(187)
              

Long-term debt

                   

In U.S. offices

 $480 $(623)$(143)$712 $(527)$185 

In offices outside the U.S.(4)

  2  (31) (29) (69) (32) (101)
              

Total

 $482 $(654)$(172)$643 $(559)$84 
              

Total interest expense

 $586 $(837)$(251)$1,044 $(2,410)$(1,366)
              

Net interest revenue

 $1,745 $1,655 $3,400 $1,340 $295 $1,635 
              

(1)
The taxable equivalent adjustment is based on the U.S. federal statutory tax rate of 35%, and is excluded from this presentation.

(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)
Detailed average volume, interest revenue and interest expense exclude discontinued operations.

(4)
Changes in average rates reflect changes in prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.

(5)
Interest expense onTrading account liabilities ofICG is reported as a reduction of Interest revenue. Interest revenue and Interest expense on cash collateral positions are reported inTrading account assets andTrading account liabilities, respectively.

Table of Contents


CROSS BORDER RISK

        The table below shows all countries where total Federal Financial Institutions Examination Council (FFIEC) cross-border outstandings exceed 0.75% of total Citigroup assets:

 
 Cross-Border Claims on Third Parties March 31, 2010 December 31, 2009 
In billions of U.S. dollars Banks Public Private Total Trading and
Short-Term
Claims
 Investments
in and
Funding of
Local
Franchises
 Total
Cross-Border
Outstandings
 Commitments Total
Cross-Border
Outstandings
 Commitments 

France

 $13.0 $13.4 $13.4 $39.8 $30.5 $0.1 $39.9 $60.0 $32.7 $68.5 

Germany

  11.4  10.4  6.2  28.0  20.7  4.7  32.7  46.9  28.5  53.1 

India

  2.2  0.3  12.7  15.2  12.5  15.9  31.1  1.7  28.0  1.8 

Cayman Islands

  0.3    20.0  20.3  19.2    20.3  6.1  16.7  6.1 

United Kingdom

  10.5  0.9  8.7  20.1  17.8    20.1  111.9  16.5  140.2 

South Korea

  0.9  1.2  7.1  9.2  9.0  10.9  20.1  15.5  22.1  14.4 

Netherlands

  6.0  4.4  7.3  17.7  11.1    17.7  58.0  20.3  65.7 

Italy

  1.0  10.9  4.6  16.5  14.1  1.1  17.6  19.8  21.7  21.2 

Japan

  9.3  0.1  3.9  13.3  13.0  0.2  13.5  24.2  18.8  26.3 

Table of Contents


DERIVATIVES

        Presented below areSee Note 15 to the notionalConsolidated Financial Statements for a discussion and the mark-to-market receivables and payables fordisclosures related to Citigroup's derivative exposures as of March 31, 2009 and December 31, 2008:

Notionals(1)

 
 Trading
derivatives(2)
 Non-trading
Derivatives(3)
 
In millions of dollars March 31,
2009
 December 31,
2008
 March 31,
2009
 December 31,
2008
 

Interest rate contracts

             
 

Swaps

 $13,903,004 $15,096,293 $274,692 $306,501 
 

Futures and forwards

  3,262,752  2,619,952  97,827  118,440 
 

Written options

  2,970,815  2,963,280  18,038  20,255 
 

Purchased options

  3,045,784  3,067,443  45,244  38,344 
          

Total interest rate contract notionals

 $23,182,355 $23,746,968 $435,801 $483,540 
          

Foreign exchange contracts

             
 

Swaps

 $855,791 $882,327 $69,473 $62,491 
 

Futures and forwards

  1,853,854  2,165,377  34,561  40,694 
 

Written options

  435,205  483,036  9,258  3,286 
 

Purchased options

  480,574  539,164  292  676 
          

Total foreign exchange contract notionals

 $3,625,424 $4,069,904 $113,584 $107,147 
          

Equity contracts

             
 

Swaps

 $73,126 $98,315 $ $ 
 

Futures and forwards

  14,060  17,390     
 

Written options

  470,176  507,327     
 

Purchased options

  442,612  471,532     
          

Total equity contract notionals

 $999,974 $1,094,564 $ $ 
          

Commodity and other contracts

             
 

Swaps

 $22,516 $44,020 $ $ 
 

Futures and forwards

  72,103  60,625     
 

Written options

  29,722  31,395     
 

Purchased options

  33,303  32,892     
          

Total commodity and other contract notionals

 $157,644 $168,932 $ $ 
          

Credit derivatives(4)

             
 

Citigroup as the Guarantor:

             
  

Credit default swaps

 $1,404,588 $1,441,117 $ $ 
  

Total return swaps

  1,203  1,905     
  

Credit default options

  340  258     
 

Citigroup as the Beneficiary:

            
  

Credit default swaps

  1,514,613  1,560,087     
  

Total return swaps

  22,347  29,990  6,321  8,103 
  

Credit default options

  216  135     
          

Total credit derivatives

 $2,943,307 $3,033,492 $6,321 $8,103 
          

Total derivative notionals

 $30,908,704 $32,113,860 $555,706 $598,790 
          

See theactivities. The following page for footnotes

[Table continues on the following page.]


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Mark-to-Market (MTM) Receivables/Payables

 
 Derivatives
receivables—MTM
 Derivatives
payables—MTM
 
In millions of dollars March 31,
2009
 December 31,
2008
 March 31,
2009
 December 31,
2008
 

Trading derivatives(2)

             
 

Interest rate contracts

 $615,052 $667,597 $595,184 $654,178 
 

Foreign exchange contracts

  106,245  153,197  114,285  160,628 
 

Equity contracts

  31,061  35,717  49,126  57,292 
 

Commodity and other contracts

  26,582  23,924  24,832  22,473 
 

Credit derivatives:(4)

             
  

Citigroup as the Guarantor

  6,796  5,890  206,411  198,233 
  

Citigroup as the Beneficiary

  231,023  222,461  6,375  5,476 
 

Cash collateral paid/received

  65,165  63,866  61,740  65,010 
          

Total

 $1,081,924 $1,172,652 $1,057,953 $1,163,290 
          
 

Less: Netting agreements and market value adjustments

  (986,064) (1,057,363) (976,815) (1,046,505)
          

Net receivables/payables

 $95,860 $115,289 $81,138 $116,785 
          

Non-trading derivatives

             
 

Interest rate contracts

 $10,078 $14,755 $5,070 $7,742 
 

Foreign exchange contracts

  4,853  2,408  3,609  3,746 
 

Credit Derivatives

  1,597       
          

Total

 $16,528 $17,163 $8,679 $11,488 
          

(1)
Includes the notional amounts for long and short derivative positions.

(2)
Trading Derivatives include proprietary positions, as well as hedging derivatives instruments that do not qualify for hedge accounting in accordance with SFAS No. 133,"Accounting for Derivative Instruments and Hedging Activities" (SFAS 133).

(3)
Reclassified to conformdiscussions relate to the current period's presentation.

(4)
Fair Valuation Adjustments for Derivatives and Credit Derivatives are arrangements designed to allow one party (the "beneficiary") to transfer the credit risk of a "reference asset" to another party (the "guarantor"). These arrangements allow a guarantor to assume the credit risk associated with the reference assets without directly purchasing it. The Company has entered into credit derivatives positions for purposes such as risk management, yield enhancement, reduction of credit concentrations, and diversification of overall risk.
activities.

Fair Valuation Adjustments for DerivativesCapital Ratios

        The fair value adjustments appliedCitigroup is subject to the risk-based capital guidelines issued by the Company to its derivative carrying values consistFederal Reserve Board. Historically, capital adequacy has been measured, in part, based on two risk-based capital ratios, the Tier 1 Capital and Total Capital (Tier 1 Capital + Tier 2 Capital) ratios. Tier 1 Capital consists of the following items:

        The Company's CVA methodology comprises two steps. First, the exposure profile for each counterparty is determined using the terms of all individual derivative positionsqualifying subordinated debt and a Monte Carlo simulation or other quantitative analysis to generate a series of expected cash flows at future points in time. The calculation of this exposure profile considers the effect of credit risk mitigants, including pledged cash or other collateral and any legal right of offset that exists with a counterparty through arrangements such as netting agreements. Individual derivative contracts that are subject to an enforceable master netting agreement with a counterparty are aggregated for this purpose, since it is those aggregate net cash flows that are subject to nonperformance risk. This process identifies specific, point in time future cash flows that are subject to nonperformance risk, rather than using the current recognized net asset or liability as a basis to measure the CVA. Second, market-based views of default probabilities derived from observed credit spreads in the credit default swap market, are applied to the expected future cash flows determined in step one. Own-credit CVA is determined using Citi-specific CDS spreads for the relevant tenor. Generally, counterparty CVA is determined using CDS spread indices for each credit rating and tenor. For certain identified facilities where individual analysis is practicable (for example, exposures to monoline counterparties) counterparty-specific CDS spreads are used.

        The CVA adjustment is designed to incorporate a market view of the credit risk inherent in the derivative portfolio as required by SFAS 157. However, most derivative instruments are negotiated bilateral contracts and are not commonly transferred to third parties. Derivative instruments are normally settled contractually, or if terminated early, are terminated at a value negotiated bilaterally between the counterparties. Therefore, the CVA (both counterparty and own-credit) may not be realized upon a settlement or termination in the normal course of business. In addition, all or alimited portion of the allowance for credit valuation adjustments may be reversed or otherwise adjustedlosses. Both measures of capital adequacy are stated as a percentage of risk-weighted assets. Further, in future periods inconjunction with the eventconduct of changes inthe 2009 Supervisory Capital Assessment Program (SCAP), U.S. banking regulators developed a new measure of capital termed "Tier 1 Common," which has been defined as Tier 1 Capital less non-common elements, including qualifying perpetual preferred stock, qualifying noncontrolling interests, and qualifying mandatorily redeemable securities of subsidiary trusts. Tier 1 Common and related capital adequacy ratios are measures used and relied upon by U.S. banking regulators; however, they are non-GAAP financial measures for SEC purposes. See "Components of Capital Under Regulatory Guidelines" below.

        Citigroup's risk-weighted assets are principally derived from application of the risk-based capital guidelines related to the measurement of credit risk. Pursuant to these guidelines, on-balance-sheet assets and the credit riskequivalent amount of Citi or its counterparties, or changes incertain off-balance-sheet exposures (such as financial guarantees, unfunded lending commitments, letters of credit, and derivatives) are assigned to one of several prescribed risk-weight categories based upon the perceived credit mitigants (collateral and netting agreements)risk associated with the derivative instruments. Historically, Citigroup'sobligor, or if relevant, the guarantor, the nature of the collateral, or external credit spreads have moved in tandem with general counterparty credit spreads, thus providing offsetting CVAs affecting revenue. However,ratings. Risk-weighted assets also incorporate a measure for market risk on covered trading account positions and all foreign exchange and commodity positions whether or not carried in the first quartertrading account. Excluded from risk-weighted assets are any assets, such as goodwill and deferred tax assets, to the extent required to be deducted from regulatory capital. See "Components of 2009,Capital Under Regulatory Guidelines" below.

        Citigroup is also subject to a Leverage ratio requirement, a non-risk-based measure of capital adequacy, which is defined as Tier 1 Capital as a percentage of quarterly adjusted average total assets.

        To be "well capitalized" under federal bank regulatory agency definitions, a bank holding company must have a Tier 1 Capital ratio of at least 6%, a Total Capital ratio of at least 10%, and a Leverage ratio of at least 3%, and not be subject to a Federal Reserve Board directive to maintain higher capital levels. The following table sets forth Citigroup's credit spreads widenedregulatory capital ratios as of March 31, 2010 and December 31, 2009.


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counterpartyCitigroup Regulatory Capital Ratios

 
 Mar. 31,
2010
 Dec. 31,
2009
 

Tier 1 Common

  9.11% 9.60%

Tier 1 Capital

  11.28  11.67 

Total Capital (Tier 1 Capital + Tier 2 Capital)

  14.88  15.25 

Leverage

  6.16  6.89 
      

        As noted in the table above, Citigroup was "well capitalized" under the federal bank regulatory agency definitions as of March 31, 2010 and December 31, 2009.

Components of Capital Under Regulatory Guidelines

In millions of dollars March 31,
2010
 December 31,
2009(1)
 

Tier 1 Common

       

Citigroup common stockholders' equity

 $151,109 $152,388 

Less: Net unrealized losses on securities available-for-sale, net of tax(2)

  (3,165) (4,347)

Less: Accumulated net losses on cash flow hedges, net of tax

  (2,959) (3,182)

Less: Pension liability adjustment, net of tax(3)

  (3,509) (3,461)

Less: Cumulative effect included in fair value of financial liabilities attributable to the change in own credit worthiness, net of tax(4)

  686  760 

Less: Disallowed deferred tax assets(5)

  30,852  26,044 

Less: Intangible assets:

       

    Goodwill

  25,662  25,392 

    Other disallowed intangible assets

  5,773  5,899 

Other

  (792) (788)
      

Total Tier 1 Common

 $96,977 $104,495 
      

Qualifying perpetual preferred stock

 $312 $312 

Qualifying mandatorily redeemable securities of subsidiary trusts

  21,555  19,217 

Qualifying noncontrolling interests

  1,206  1,135 

Other

    1,875 
      

Total Tier 1 Capital

 $120,050 $127,034 
      

Tier 2 Capital

       

Allowance for credit losses(6)

 $13,792 $13,934 

Qualifying subordinated debt(7)

  23,658  24,242 

Net unrealized pretax gains on available-for-sale equity securities(2)

  792  773 
      

Total Tier 2 Capital

 $38,242 $38,949 
      

Total Capital (Tier 1 Capital and Tier 2 Capital)

 $158,292 $165,983 
      

Risk-weighted assets(8)

 $1,064,042 $1,088,526 
      

(1)
Reclassified to conform to the current period presentation.

(2)
Tier 1 Capital excludes net unrealized gains (losses) on available-for-sale debt securities and net unrealized gains on available-for-sale equity securities with readily determinable fair values, in accordance with risk-based capital guidelines. In arriving at Tier 1 Capital, banking organizations are required to deduct net unrealized losses on available-for-sale equity securities with readily determinable fair values, net of tax. Banking organizations are permitted to include in Tier 2 Capital up to 45% of net unrealized pretax gains on available-for-sale equity securities with readily determinable fair values.

(3)
The Federal Reserve Board granted interim capital relief for the impact of ASC 715-20,Compensation—Retirement Benefits—Defined Benefits Plans (formerly SFAS 158).

(4)
The impact of including Citigroup's own credit spreads generally narrowed, eachrating in valuing financial liabilities for which the fair value option has been elected is excluded from Tier 1 Capital, in accordance with risk-based capital guidelines.

(5)
Of Citi's approximately $50 billion of net deferred tax assets at March 31, 2010, approximately $15 billion of such assets were includable without limitation in regulatory capital pursuant to risk-based capital guidelines, while approximately $31 billion of such assets exceeded the limitation imposed by these guidelines and, as "disallowed deferred tax assets," were deducted in arriving at Tier 1 Capital. Citigroup's approximately $4 billion of other net deferred tax assets primarily represented approximately $2 billion of deferred tax effects of unrealized gains and losses on available-for-sale debt securities and approximately $2 billion of deferred tax effects of the pension liability adjustment, which positively affected revenues.are permitted to be excluded prior to deriving the amount of net deferred tax assets subject to limitation under the guidelines. Citi had approximately $26 billion of disallowed deferred tax assets at December 31, 2009.

(6)
Includable up to 1.25% of risk-weighted assets. Any excess allowance for credit losses is deducted in arriving at risk-weighted assets.

(7)
Includes qualifying subordinated debt in an amount not exceeding 50% of Tier 1 Capital.

(8)
Includes risk-weighted credit equivalent amounts, net of applicable bilateral netting agreements, of $61.3 billion for interest rate, commodity, and equity derivative contracts, foreign exchange contracts, and credit derivatives as of March 31, 2010, compared with $64.5 billion as of December 31, 2009. Market risk equivalent assets included in risk-weighted assets amounted to $75.5 billion at March 31, 2010 and $80.8 billion at December 31, 2009. Risk-weighted assets also include the effect of certain other off-balance-sheet exposures, such as unused lending commitments and letters of credit, and reflect deductions such as certain intangible assets and any excess allowance for credit losses.

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Adoption of SFAS 166/167 Impact on Capital

        The adoption of SFAS 166/167 had a significant and immediate impact on Citigroup's capital ratios in the first quarter of 2010.

        As described elsewhere in the Form 10-Q, the adoption of SFAS 166/167 resulted in the consolidation of $137 billion of incremental assets and $146 billion of liabilities onto Citigroup's Consolidated Balance Sheet, including securitized credit card receivables on the date of adoption, January 1, 2010. The adoption of SFAS 166/167 also resulted in a net increase of $10 billion in risk-weighted assets. In addition, Citi added $13.4 billion to the loan loss allowance, increased deferred tax assets by $5.0 billion, and reduced retained earnings by $8.4 billion. This translated into a reduction in Tangible Common Equity of $8.4 billion, and a decrease in Tier 1 Common, Tier 1 Capital, and Total Capital of $14.2 billion, $14.2 billion, and $14.0 billion, respectively, which were partially offset by net income of $4.4 billion and $2.3 billion of qualifying mandatorily redeemable securities of subsidiary trusts issued during the quarter.

        The impact on Citigroup's capital ratios from the January 1, 2010 adoption of SFAS 166/167 was as follows:

As of January 1, 2010Impact

Tier 1 Common

(138) bps

Tier 1 Capital

(141) bps

Total Capital

(142) bps

Leverage

(118) bps

TCE (TCE/RWA)

(87) bps

        For more information, see Note 1 to the Consolidated Financial Statements below.

Common Stockholders' Equity

        Citigroup's common stockholders' equity decreased during the three months ended March 31, 2010 by $1.3 billion to $151.1 billion, and represented 7.5% of total assets as of March 31, 2010. Citigroup's common stockholders' equity was $152.4 billion, which represented 8.2% of total assets, at December 31, 2009.

        The table below summarizes pretax gains (losses)the change in Citigroup's common stockholders' equity during the first quarter of 2010:

In billions of dollars  
 

Common stockholders' equity, December 31, 2009

 $152.4 

Transition adjustment to Retained Earnings associated with the adoption of SFAS 166/167 (as of January 1, 2010)

  (8.4)

Net income

  4.4 

Employee benefit plans and other activities

  (0.3)

ADIA Upper DECs equity units purchase contract

  1.9 

Net change in accumulated other comprehensive income (loss), net of tax

  1.1 
    

Common stockholders' equity, March 31, 2010

 $151.1 
    

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        As of March 31, 2010, $6.7 billion of stock repurchases remained under Citi's authorized repurchase programs. No material repurchases were made in the first quarter of 2010, or the year ended December 31, 2009. Generally, for so long as the U.S. government holds any Citigroup common stock or trust preferred securities, Citigroup has agreed not to acquire, repurchase, or redeem any Citigroup equity or trust preferred securities, other than pursuant to administering its employee benefit plans or other customary exceptions, or with the consent of the U.S. government. See also Part II, Item 2 of this Form 10-Q.

Tangible Common Equity (TCE)

        TCE, as defined by Citigroup, representsCommon equity lessGoodwill andIntangible assets (other than Mortgage Servicing Rights (MSRs)) net of the related net deferred taxes. Other companies may calculate TCE in a manner different from that of Citigroup. Citi's TCE was $117.1 billion at March 31, 2010 and $118.2 billion at December 31, 2009.

        The TCE ratio (TCE divided by risk-weighted assets) was 11.0% at March 31, 2010 and 10.9% at December 31, 2009.

        TCE is a capital adequacy metric used and relied upon by industry analysts; however, it is a non-GAAP financial measure for SEC purposes. A reconciliation of Citigroup's total stockholders' equity to TCE follows:

In millions of dollars Mar. 31,
2010
 Dec. 31,
2009
 

Total Citigroup stockholders' equity

 $151,421 $152,700 

Less:

       
 

Preferred stock

  312  312 
      

Common equity

 $151,109 $152,388 

Less:

       
 

Goodwill

  25,662  25,392 
 

Intangible assets (other than MSRs)

  8,277  8,714 
 

Intangible assets (other than MSRs)—recorded as assets held for sale in Other assets

  45   
 

Related net deferred tax assets

  65  68 
      

Tangible common equity (TCE)

 $117,060 $118,214 
      

Tangible assets

       

GAAP assets

 $2,002,213 $1,856,646 

Less:

       
 

Goodwill

  25,662  25,392 
 

Intangible assets (other than MSRs)

  8,277  8,714 
 

Intangible assets (other than MSRs)—recorded as assets held for sale in Other assets

  45   
 

Related deferred tax assets

  388  386 
      

Tangible assets (TA)

 $1,967,841 $1,822,154 
      

Risk-weighted assets (RWA)

 $1,064,042 $1,088,526 
      

TCE/TA ratio

  5.95% 6.49%
      

TCE ratio (TCE/RWA)

  11.00% 10.86%
      

Capital Resources of Citigroup's Depository Institutions

        Citigroup's U.S. subsidiary depository institutions are subject to risk-based capital guidelines issued by their respective primary federal bank regulatory agencies, which are similar to the guidelines of the Federal Reserve Board. To be "well capitalized" under these regulatory definitions, Citigroup's depository institutions must have a Tier 1 Capital ratio of at least 6%, a Total Capital (Tier 1 Capital + Tier 2 Capital) ratio of at least 10%, and a Leverage ratio of at least 5%, and not be subject to a regulatory directive to meet and maintain higher capital levels.

        There are various legal and regulatory limitations on the ability of Citigroup's subsidiary depository institutions to pay dividends, extend credit or otherwise supply funds to Citigroup and its non-bank subsidiaries. In determining the declaration of dividends, each depository institution must also consider its effect on applicable risk-based capital and Leverage ratio requirements, as well as policy statements of the federal regulatory agencies that indicate that banking organizations should generally pay dividends out of current operating earnings. Citigroup did not receive any dividends from its banking subsidiaries during the first quarter of 2010.

        At March 31, 2010 and December 31, 2009, all of Citigroup's U.S. subsidiary depository institutions were "well capitalized" under federal bank regulatory agency definitions, including Citigroup's primary depository institution, Citibank, N.A., as noted in the following table:

Citibank, N.A. Components of Capital and Ratios Under Regulatory Guidelines

In billions of dollars Mar. 31,
2010
 Dec. 31,
2009
 

Tier 1 Capital

 $99.1 $96.8 

Total Capital (Tier 1 Capital + Tier 2 Capital)

  112.8  110.6 
      

Tier 1 Capital ratio

  13.60% 13.16%

Total Capital ratio

  15.48  15.03 

Leverage ratio(1)

  8.51  8.31 
      

(1)
Tier 1 Capital divided by each period's quarterly adjusted average total assets.

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        The following table presents the estimated sensitivity of Citigroup's and Citibank, N.A.'s capital ratios to changes of $100 million in Tier 1 Common, Tier 1 Capital, or Total Capital (numerator), or changes of $1 billion in risk-weighted assets or adjusted average total assets (denominator) based on financial information as of March 31, 2010. This information is provided for the purpose of analyzing the impact that a change in Citigroup's or Citibank, N.A.'s financial position or results of operations could have on these ratios. These sensitivities only consider a single change to either a component of capital, risk-weighted assets, or adjusted average total assets. Accordingly, an event that affects more than one factor may have a larger basis point impact than is reflected in this table.


Tier 1 Common ratioTier 1 Capital ratioTotal Capital ratioLeverage ratio

Impact of $100
million change in
Tier 1 Common
Impact of $1
billion change in
risk-weighted
assets
Impact of $100
million change in
Tier 1 Capital
Impact of $1
billion change in
risk-weighted
assets
Impact of $100
million change in
Total Capital
Impact of $1
billion change in
risk-weighted
assets
Impact of $100
million change in
Tier 1 Capital
Impact of $1
billion change in
adjusted average
total assets

Citigroup

0.9 bps0.9 bps0.9 bps1.1 bps0.9 bps1.4 bps0.5 bps0.3 bps

Citibank, N.A. 

1.4 bps1.9 bps1.4 bps2.1 bps0.9 bps0.7 bps

Broker-Dealer Subsidiaries

        At March 31, 2010, Citigroup Global Markets Inc., a broker-dealer registered with the SEC that is an indirect wholly owned subsidiary of Citigroup Global Markets Holdings Inc., had net capital, computed in accordance with the SEC's net capital rule, of $8.4 billion, which exceeded the minimum requirement by $7.7 billion.

        In addition, certain of Citi's broker-dealer subsidiaries are subject to regulation in the other countries in which they do business, including requirements to maintain specified levels of net capital or its equivalent. Citigroup's broker-dealer subsidiaries were in compliance with their capital requirements at March 31, 2010.

        The requirements applicable to these subsidiaries in the U.S. and other jurisdictions may be subject to political uncertainty and potential change in light of the recent financial crisis and regulatory reform proposals currently being considered at both the legislative and regulatory levels.

Regulatory Capital Standards Developments

        Citigroup supports the move to a new set of risk-based capital standards, published on June 26, 2004 (and subsequently amended in November 2005) by the Basel Committee on Banking Supervision, currently consisting of the central banks and bank supervisors of its 27 members. The international version of the Basel II framework will allow Citigroup to leverage internal risk models used to measure credit, operational, and market risk exposures to drive regulatory capital calculations.

        On December 7, 2007, the U.S. banking regulators published the rules for large banks to comply with Basel II in the U.S. These rules require Citigroup, as a large and internationally active bank, to comply with the most advanced Basel II approaches for calculating credit and operational risk capital requirements. The U.S. implementation timetable consists of a parallel calculation period under the current regulatory capital regime (Basel I) and Basel II followed by a three year transitional period.

        Citi began parallel reporting on April 1, 2010. There will be at least four quarters of parallel reporting until Citi enters the three year transitional period. U.S. regulators have reserved the right to change how Basel II is applied in the U.S. following a review at the end of the second year of the transitional period, and to retain the existing prompt corrective action and leverage capital requirements applicable to banking organizations in the U.S. Citigroup intends to implement Basel II within the timeframe required by the U.S. regulators.

        The Basel II (or its successor) requirements are the subject of political uncertainty and potential tightening or other change in light of the recent financial crisis and regulatory reform proposals currently being considered at both the legislative and regulatory levels.


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FUNDING AND LIQUIDITY

General

        Citigroup's cash flows and liquidity needs are primarily generated within its operating subsidiaries. Exceptions exist for major corporate items, such as equity and certain long-term debt issuances, which take place at the Citigroup corporate level. Generally, Citi's management of funding and liquidity is designed to optimize availability of funds as needed within Citi's legal and regulatory structure. Various constraints limit certain subsidiaries' ability to pay dividends or otherwise make funds available. Consistent with these constraints, Citigroup's primary objectives for funding and liquidity management are established by entity and in aggregate across three main operating entities, as follows: (i) Citigroup, as the parent holding company; (ii) banking subsidiaries; and (iii) non-banking subsidiaries.

        Citigroup sources of funding include deposits, collateralized financing transactions and a variety of unsecured short- and long-term instruments, including federal funds purchased, commercial paper, long-term debt, trust preferred securities, preferred stock and common stock.

        As a result of continued deleveraging, growth in deposits, term securitization under government and non-government programs, the issuance of long-term debt under the FDIC's Temporary Liquidity Guarantee Program (TLGP) and the issuance of non-guaranteed debt (particularly during the latter part of 2009), Citigroup substantially increased its balances of cash and highly liquid securities and reduced its short-term borrowings.

        Citi has focused on growing a geographically diverse retail and corporate deposit base that stood at approximately $828 billion as of March 31, 2010, as compared with $836 billion at December 31, 2009 and $763 billion at March 31, 2009. During the first quarter of 2010, excluding FX translation, Citigroup experienced seasonal deposit declines in Transaction Services and tightened pricing on its deposits. As stated above, Citigroup's deposits are diversified across products and regions, with approximately 64% outside of the U.S. This diversification provides Citi with an important and low-cost source of funding. A significant portion of these deposits has been, and is currently expected to be, long-term and stable, and is considered to be core.

        One of Citi's key structural liquidity measures is the cash capital ratio. Cash capital is a broader measure of the ability to fund the structurally illiquid portion of Citigroup's balance sheet than traditional measures, such as deposits to loans or core deposits to loans. Cash capital measures the amount of long-term funding (>1 year) available to fund illiquid assets. Long-term funding includes core customer deposits, long-term debt and equity. Illiquid assets include loans (net of liquidity adjustments), illiquid securities, securities haircuts and other assets (i.e., goodwill, intangibles, fixed assets, receivables, etc.). At March 31, 2010, the combined Citigroup, the parent holding company, and CGMHI, as well as the aggregate banking subsidiaries had an excess of cash capital. In addition, as of March 31, 2010, the combined Citigroup, the parent holding company, and CGMHI maintained liquidity to meet all maturing obligations significantly in excess of a one-year period without access to the unsecured wholesale markets.

        At March 31, 2010, long-term debt and commercial paper outstanding for Citigroup, Citigroup Global Markets Holdings Inc. (CGMHI), Citigroup Funding Inc. (CFI) and other Citigroup subsidiaries, collectively, were as follows:

In billions of dollars Citigroup
parent
company
 CGMHI(1) CFI(1) VIE Cons. Other
Citigroup
subs.
 Total
Citigroup
 

Long-term debt(2)

 $192.3 $9.1 $55.1 $113.6 $69.2(3)$439.3 

Commercial paper

 $ $ $10.8 $31.2 $0.5 $42.5 

(1)
Citigroup guarantees all of CFI's debt and CGMHI's publicly issued securities.

(2)
Of this amount, approximately $64.6 billion is guaranteed by the FDIC under the TLGP with $6.3 billion maturing in 2010, $20.3 billion maturing in 2011 and $38 billion maturing in 2012.

(3)
At March 31, 2010, approximately $21.6 billion relates to collateralized advances from the Federal Home Loan Bank.

        The table below details the long-term debt issuances of Citigroup during the past five quarters.

In billions of dollars 1Q09 2Q09 3Q09 4Q09 1Q10 

Debt issued under TLGP guarantee

 $21.9 $17.0 $10.0 $10.0 $ 

Debt issued without TLGP guarantee:

                
 

Citigroup parent company/CFI

  2.0  7.4  12.6  4.0(3) 1.3 
 

Other Citigroup subsidiaries

  0.5  10.1(1) 7.9(2) 5.8(4) 3.7(5)
            

Total

 $24.4 $34.5 $30.5 $19.8 $5.0 
            

(1)
Includes $8.5 billion issued through the U.S. government-sponsored Department of Education Conduit Facility, and $1 billion issued by Citibank Pty. Ltd. Australia and guaranteed by the Commonwealth of Australia.

(2)
Includes $3.3 billion issued through the U.S. government-sponsored Department of Education Conduit Facility, and $1 billion issued by Citibank Pty. Ltd. Australia and guaranteed by the Commonwealth of Australia.

(3)
Includes $1.9 billion of senior debt issued under remarketing of $1.9 billion of Citigroup Capital XXIX trust preferred securities held by the Abu Dhabi Investment Authority (ADIA) to enable them to execute the forward stock purchase contract in March 2010.

(4)
Includes $1.4 billion issued through the U.S. government-sponsored Department of Education Conduit Facility.

(5)
Includes $0.5 billion issued through the U.S. government-sponsored Department of Education Conduit Facility and $0.5 billion issued by Citibank Pty. Ltd. Australia and guaranteed by the Commonwealth of Australia.

        See Note 12 to the Consolidated Financial Statements for further detail on Citigroup's and its affiliates' long-term debt and commercial paper outstanding. Commercial paper outstanding as of March 31, 2010 increased from $10.2 billion as of December 31, 2009 to $42.5 billion as a result of the consolidation of VIEs due to the adoption of SFAS 166/167.


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        Structural liquidity, defined as the sum of deposits, long-term debt and stockholders' equity as a percentage of total assets, was 71% at March 31, 2010, compared with 73% at December 31, 2009 and 68% at March 31, 2009. The reduction in the ratio during the current quarter primarily reflected the impact of adoption of SFAS 166/167.

Aggregate Liquidity Resources

 
 Parent & Broker Dealer Significant Bank Entities Total 
In billions of dollars Mar. 31,
2010
 Dec. 31,
2009
 Mar. 31,
2009
 Mar. 31,
2010
 Dec. 31,
2009
 Mar. 31,
2009
 Mar. 31,
2010
 Dec. 31,
2009
 Mar. 31,
2009
 

Cash at major central banks

 $9.5 $10.4 $17.3 $108.9 $105.1 $99.0 $118.4 $115.5 $116.3 

Unencumbered Liquid

                            

Securities

  72.8  76.4  51.7  128.7  123.6  46.9  201.5  200.0  98.6 
                    

Total

 $82.3 $86.8 $69.0 $237.6 $228.7 $145.9 $319.9 $315.5 $214.9 
                    

        As noted in the table above, Citigroup's aggregate liquidity resources totaled $319.9 billion as of March 31, 2010 as compared with $315.5 billion as of December 31, 2009, and $214.9 billion as of March 31, 2009. As of March 31, 2010, Citigroup's and its affiliates' liquidity portfolio and broker-dealer "cash box" totaled $82.3 billion as compared with $86.8 billion at December 31, 2009 and $69.0 billion at March 31, 2009. This includes the liquidity portfolio and cash box held in the U.S. as well as government bonds held by Citigroup's broker-dealer entities in the United Kingdom and Japan. Further, at March 31, 2010, Citigroup's bank subsidiaries had an aggregate of approximately $108.9 billion of cash on deposit with major central banks (including the U.S. Federal Reserve Bank of New York, the European Central Bank, Bank of England, Swiss National Bank, Bank of Japan, the Monetary Authority of Singapore, and the Hong Kong Monetary Authority), compared with approximately $105.1 billion at December 31, 2009 and $99.0 billion at March 31, 2009. Citigroup's bank subsidiaries also have significant additional liquidity resources through unencumbered highly liquid securities available for secured funding through private markets or that are, or could be, pledged to the major central banks and the U.S. Federal Home Loan Banks. The value of these liquid securities was $128.7 billion at March 31, 2010, as compared with $123.6 billion at December 31, 2009 and $46.9 billion at March 31, 2009. Significant amounts of cash and liquid securities are also available in other Citigroup entities.

        Consistent with the strategic reconfiguration of Citi's balance sheet, the build-up of liquidity resources and the shift in focus on increasing structural liabilities, Citigroup entered 2010 with much of its required long-term debt funding already in place. As a consequence, it is currently expected that the direct long-term funding requirements for Citigroup and CFI in 2010 will be an aggregate of $15 billion, which is well below the $39 billion of expected maturities. This $15 billion includes the approximately $2.3 billion of trust preferred securities that were issued by Citi during the first quarter of 2010.

Parameters for Intercompany Funding Transfers

        In general, Citigroup, as the parent holding company, can freely transfer funding to other affiliated entities. Broker-dealer subsidiaries can transfer excess liquidity to the parent holding company through termination of intercompany borrowings and to the parent and other affiliates to the extent of its excess capital.

        Some of Citigroup's non-bank subsidiaries have credit facilities with Citigroup's subsidiary depository institutions, including Citibank, N.A. Borrowings under these facilities must be secured in accordance with Section 23A of the Federal Reserve Act. As of March 31, 2010, the amount available for lending under these facilities was approximately $32 billion. There are various legal restrictions on the extent to which Citi's subsidiary depository institutions can lend or extend credit to or engage in certain other transactions with Citigroup and certain of its non-bank subsidiaries. In general, transactions must be on arm's-length terms and be secured by designated amounts of specified collateral. See Note 12 to the Consolidated Financial Statements.


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Credit Ratings

        Citigroup's ability to access the capital markets and other sources of funds, as well as the cost of these funds and its ability to maintain certain deposits, is dependent on its credit ratings. The table below indicates the current ratings for Citigroup. As a result of the Citigroup guarantee, changes in ratings for Citigroup Funding Inc. are the same as those of Citigroup.

Citigroup's Debt Ratings as of March 31, 2010


Citigroup Inc.Citigroup Funding Inc.Citibank, N.A.

Senior
debt
Commercial
paper
Senior
debt
Commercial
paper
Long-
term
Short-
term

Fitch Ratings

A+F1+A+F1+A+F1+

Moody's Investors Service

A3P-1A3P-1A1P-1

Standard & Poor's

AA-1AA-1A+A-1

        On February 9, 2010, S&P affirmed the counterparty credit and debt ratings of Citi. At the same time, S&P revised its outlook on Citi to negative from stable, bringing it in line with many large bank holding companies. This action was the result of S&P's view that there is increased uncertainty about the U.S. government's willingness to provide extraordinary support to a number of systemically important financial institutions. Ratings outlooks from both Moody's and Fitch remain stable. However, continued uncertainty remains for the industry regarding proposed regulatory and legislative changes, and rating agency actions in response to such changes.

        Ratings downgrades by Fitch Ratings, Moody's Investors Service or Standard & Poor's could have material impacts on funding and liquidity through cash obligations, reduced funding capacity and due to collateral triggers. Because of the current credit ratings of Citigroup Inc., a one-notch downgrade of its senior debt/long-term rating may or may not impact Citigroup Inc.'s commercial paper/short-term rating by one notch. As of March 31, 2010, Citi currently believes that a one-notch downgrade of both the senior debt/long-term rating of Citigroup Inc. and a one-notch downgrade of Citigroup Inc.'s commercial paper/short-term rating, could likely result in the assumed loss of unsecured commercial paper ($10.8 billion) and tender option bonds funding ($2.5 billion) as well as derivative triggers and additional margin requirements ($1.1 billion). Additionally, other funding sources, such as repurchase agreements and other margin requirements for which there are no explicit triggers, could be adversely affected. The aggregate liquidity resources of Citigroup's parent holding company and broker-dealer stood at $82.3 billion as of March 31, 2010 in part as a contingency for such an event, and a broad range of mitigating actions are currently included in the Citigroup contingency funding plan. These mitigating factors include, but are not limited to, accessing funding capacity from existing clients, diversifying funding sources, adjusting the size of select trading books, and tailoring levels of reverse repurchase agreement lending.

        Citi currently believes that a more severe ratings downgrade scenario, such as a two-notch downgrade of the senior debt/long-term rating of Citigroup Inc., accompanied by a one-notch downgrade of Citigroup Inc.'s commercial paper/short-term rating, could result in an additional $1.2 billion in funding requirement in the form of cash obligations and collateral.

        Further, as of March 31, 2010, a one-notch downgrade of the senior debt/long-term ratings of Citibank, N.A. could result in an approximate $3.7 billion funding requirement in the form of collateral and cash obligations. Because of the current credit ratings of Citibank, N.A., a one-notch downgrade of its senior debt/long-term rating is unlikely to have any impact on its commercial paper/short-term rating. The significant bank entities, Citibank, N.A., and other bank vehicles have aggregate liquidity resources of $237.6 billion, and have a detailed contingency funding plan that encompasses a broad range of mitigating actions.


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OFF-BALANCE-SHEET ARRANGEMENTS

        Citigroup and its subsidiaries are involved with several types of off-balance-sheet arrangements, including special purpose entities (SPEs), primarily in connection with securitization activities inRegional Consumer Banking andInstitutional Clients Group. Citigroup and its subsidiaries use SPEs principally to obtain liquidity and favorable capital treatment by securitizing certain of Citigroup's financial assets, assisting clients in securitizing their financial assets and creating investment products for clients. For further information on Citi's securitization activities and involvement in SPEs, see Notes 1 and 14 to the Consolidated Financial Statements.


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MANAGING GLOBAL RISK

        Citigroup's risk management framework balances strong corporate oversight with well-defined independent risk management functions for each business and region, as well as cross-business product expertise. The Citigroup risk management framework is described in Citigroup's Annual Report on Form 10-K for the fiscal year ended December 31, 2009.


CREDIT RISK

Loan and Credit Overview

        During the first quarter of 2010, Citigroup's aggregate loan portfolio increased by $130.3 billion to $721.8 billion primarily due to the adoption of SFAS 166/167. Excluding the impact of SFAS 166/167, the aggregate loan portfolio decreased by $16.0 billon. Citi's total allowance for loan losses totaled $48.7 billion at March 31, 2010, a coverage ratio of 6.80% of total loans, up from 6.09% at December 31, 2009 and 4.82% in the first quarter 2009.

        During the first quarter of 2010, Citigroup recorded a net release of $18 million to its credit reserves compared to a $2.6 billion build in the first quarter of 2009. The release consisted of a net release of $242 million for corporate loans ($180 million release inICG and $62 million release inSAP), offset by a net build of $224 million for consumer loans ($386 million build inLCL, $25 million build inSAP, $180 million release inRCB, and a $7 million release inBAM).

        Net credit losses of $8.4 billion during the first quarter of 2010 decreased $1.4 billion from year-ago levels (on a managed basis). The decrease consisted of a net decrease of $239 million for consumer loans (mainly a $636 million decrease inLCL and a $375 million increase inRCB) and a decrease of $1.2 billion for corporate loans ($1.2 billion decrease inSAP, slightly offset by a $25 million increase inICG).

        Consumer non-accrual loans totaled $15.6 billion at March 31, 2010, compared to $18.3 billion at December 31, 2009 and $14.9 billion at March 31, 2009 (prior periods on a managed basis). The consumer loan 90 days or more past due delinquency rate was 4.02% at March 31, 2010, compared to 4.28% at December 31, 2009 and 3.51% at March 31, 2009. During the first quarter of 2010, delinquencies declined in Citi's first and second mortgage portfolios in Citi Holdings, reflecting asset sales, organic improvement, and HAMP mortgage modifications moving to permanent status. The decrease in delinquencies was partially offset by higher delinquencies in the student loan portfolio due to the impact of the adoption of SFAS 166/167. The 30 to 89 days past due delinquency rate was 3.11% at March 31, 2010, compared to 3.46% at December 31, 2009 and 3.38% at March 31, 2009.

        Corporate non-accrual loans were $12.9 billion at March 31, 2010, compared to $13.5 billion at December 31, 2009 and $11.2 billion at March 31, 2009. The decrease from the prior quarter is mainly due to loan sales and paydowns, which were partially offset by increases due to weakening of certain specific credits.

        See below for Citi's loan and credit accounting policies.


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Loans Outstanding

In millions of dollars at year end 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 1st Qtr.
2009
 

Consumer loans

                

In U.S. offices

                
 

Mortgage and real estate(1)

 $180,334 $183,842 $191,748 $197,358 $201,931 
 

Installment, revolving credit, and other

  69,111  58,099  57,820  61,645  64,359 
 

Cards

  127,818  28,951  36,039  33,750  35,406 
 

Commercial and industrial

  5,386  5,640  5,848  6,016  6,123 
 

Lease financing

  7  11  15  16  19 
            

 $382,656 $276,543 $291,470 $298,785 $307,838 
            

In offices outside the U.S.

                
 

Mortgage and real estate(1)

 $49,421 $47,297 $47,568 $45,986 $42,580 
 

Installment, revolving credit, and other

  44,541  42,805  45,004  45,556  47,498 
 

Cards

  38,191  41,493  41,443  42,262  39,347 
 

Commercial and industrial

  14,828  14,780  14,858  13,858  15,550 
 

Lease financing

  771  331  345  339  288 
            

 $147,752 $146,706 $149,218 $148,001 $145,263 
            

Total consumer loans

 $530,408 $423,249 $440,688 $446,786 $453,101 

Unearned income

  1,061  808  803  866  862 
            

Consumer loans, net of unearned income

 $531,469 $424,057 $441,491 $447,652 $453,963 
            

Corporate loans

                

In U.S. offices

                
 

Commercial and industrial

 $15,558 $15,614 $19,692 $26,125 $22,020 
 

Loans to financial institutions

  31,279  6,947  7,666  8,181  9,232 
 

Mortgage and real estate(1)

  21,283  22,560  23,221  23,862  29,486 
 

Installment, revolving credit, and other

  15,792  17,737  17,734  19,856  26,460 
 

Lease financing

  1,239  1,297  1,275  1,284  1,394 
            

 $85,151 $64,155 $69,588 $79,308 $88,592 
            

In offices outside the U.S.

                
 

Commercial and industrial

 $64,903 $68,467 $73,564 $78,512 $72,243 
 

Installment, revolving credit, and other

  10,956  9,683  10,949  11,638  18,379 
 

Mortgage and real estate(1)

  9,771  9,779  12,023  11,887  10,422 
 

Loans to financial institutions

  19,003  15,113  16,906  15,856  16,493 
 

Lease financing

  663  1,295  1,462  1,560  1,620 
 

Governments and official institutions

  1,324  1,229  826  713  597 
            

 $106,620 $105,566 $115,730 $120,166 $119,754 
            

Total corporate loans

 $191,771 $169,721 $185,318 $199,474 $208,346 

Unearned income

  (1,436) (2,274) (4,598) (5,436) (5,017)
            

Corporate loans, net of unearned income

 $190,335 $167,447 $180,720 $194,038 $203,329 
            

Total loans—net of unearned income

 $721,804 $591,504 $622,211 $641,690 $657,292 

Allowance for loan losses—on drawn exposures

  (48,746) (36,033) (36,416) (35,940) (31,703)
            

Total loans—net of unearned income and allowance for credit losses

 $673,058 $555,471 $585,795 $605,750 $625,589 

Allowance for loan losses as a percentage of total loans—net of unearned income(2)

  6.80% 6.09% 5.85% 5.60% 4.82%
            

Allowance for consumer loan losses as a percentage of total consumer loans—net of unearned income(2)

  7.84% 6.70% 6.44% 6.25% 5.29%
            

Allowance for corporate loan losses as a percentage of total corporate loans—net of unearned income(2)

  3.90% 4.56% 4.42% 4.11% 3.77%
            

(1)
Loans secured primarily by real estate.

(2)
First quarter 2010 excludes loans which are carried at fair value.

        Included in the loan table above are lending products whose terms may give rise to additional credit issues. Credit cards with below-market introductory interest rates, multiple loans supported by the same collateral (e.g., home equity loans), and interest-only loans are examples of such products. However, these products are not material to Citigroup's financial position and are closely managed via credit controls that mitigate their additional inherent risk.

        Impaired loans are those where Citigroup believes it is probable that it will not collect all amounts due according to the original contractual terms of the loan. Impaired loans include corporate non-accrual loans as well as smaller-balance homogeneous loans whose terms have been modified due to the borrower's financial difficulties and Citigroup granted a concession to the borrower. Such modifications may include interest rate reductions and/or principal forgiveness. Valuation allowances for these loans are estimated considering all available evidence including, as appropriate, the present value of the expected future cash flows discounted at the loan's original contractual effective rate, the secondary market value of the loan and the fair value of collateral less disposal costs. These totals exclude smaller-balance homogeneous loans that


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have not been modified and are carried on a non-accrual basis, as well as substantially all loans modified for periods of 12 months or less.

        At March 31, 2010, loans included in those short-term programs amounted to $7.9 billion.

        The following table presents information about impaired loans:

In millions of dollars at year end March 31,
2010
 December 31,
2009
 

Non-accrual corporate loans

       

    Commercial and industrial

 $6,776 $6,347 

    Loans to financial institutions

  1,044  1,794 

    Mortgage and real estate

  3,406  4,051 

    Lease financing

  59   

    Other

  1,647  1,287 
      

    Total non-accrual corporate loans

 $12,932 $13,479 
      

Impaired consumer loans(1)

       

    Mortgage and real estate

 $14,136 $10,629 

    Installment and other

  4,578  3,853 

    Cards

  5,026  2,453 
      

    Total impaired consumer loans

 $23,740 $16,935 
      

Total(2)

 $36,672 $30,414 
      

Non-accrual corporate loans with valuation allowances

 $8,626 $8,578 

Impaired consumer loans with valuation allowances

  23,042  16,453 
      

Non-accrual corporate valuation allowance

 $2,569 $2,480 

Impaired consumer valuation allowance

  7,157  4,977 
      

Total valuation allowances(3)

 $9,726 $7,457 
      

(1)
Prior to 2008, Citi's financial accounting systems did not separately track impaired smaller-balance, homogeneous consumer loans whose terms were modified due to the borrowers' financial difficulties and it was determined that a concession was granted to the borrower. Smaller-balance consumer loans modified since January 1, 2008 amounted to $22.6 billion and $15.9 billion at March 31, 2010 and December 31, 2009, respectively. However, information derived from Citi's risk management systems indicates that the amounts of outstanding modified loans, including those modified prior to 2008, approximated $24.6 billion and $18.1 billion at March 31, 2010 and December 31, 2009, respectively.

(2)
Excludes loans purchased for investment purposes.

(3)
Included in theAllowance for loan losses.

Loan Accounting Policies

        The following are Citigroup's accounting policies for Loans, Allowance for Loan Losses and related lending activities.

Loans

        Loans are reported at their outstanding principal balances net of any unearned income and unamortized deferred fees and costs except that credit card receivable balances also include accrued interest and fees. Loan origination fees and certain direct origination costs are generally deferred and recognized as adjustments to income over the lives of the related loans.

        As described in Note 17 to the Consolidated Financial Statements, Citi has elected fair value accounting for certain loans. Such loans are carried at fair value with changes in fair value reported in earnings. Interest income on such loans is recorded inInterest revenue at the contractually specified rate.

        Loans for which the fair value option has not been elected are classified upon origination or acquisition as either held-for-investment or held-for-sale. This classification is based on management's initial intent and ability with regard to those loans.

        Loans that are held-for-investment are classified asLoans, net of unearned income on the Consolidated Balance Sheet, and the related cash flows are included within the cash flows from investing activities category in the Consolidated Statement of Cash Flows on the lineChange in loans. However, when the initial intent for holding a loan has changed from held-for-investment to held-for-sale, the loan is reclassified to held-for-sale, but the related cash flows continue to be reported in cash flows from investing activities in the Consolidated Statement of Cash Flows on the lineProceeds from sales and securitizations of loans.

        Substantially all of the consumer loans sold or securitized by Citigroup are U.S. prime residential mortgage loans or U.S. credit card receivables. The practice of the U.S. prime mortgage business has been to sell all of its loans except for non-conforming adjustable rate loans. U.S. prime mortgage conforming loans are classified as held-for-sale at the time of origination. The related cash flows are classified in the Consolidated Statement of Cash Flows in the cash flows from operating activities category on the lineChange in loans held-for-sale.

        Prior to 2010, U.S. credit card receivables were classified at origination as loans-held-for-sale to the extent that management did not have the intent to hold the receivables for the foreseeable future or until maturity. Prior to 2010, the U.S. credit card securitization forecast for the three months following the latest balance sheet date, excluding replenishments, was the basis for the amount of such loans classified as held-for-sale. Cash flows related to U.S. credit card loans classified as held-for-sale at origination or acquisition are reported in the cash flows from operating activities category on the lineChange in loans held-for-sale.


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Consumer loans

        Consumer loans represent loans and leases managed primarily by theRegional Consumer Banking andLocal Consumer Lending businesses. As a general rule, interest accrual ceases for installment and real estate (both open- and closed-end) loans when payments are 90 days contractually past due. For credit cards and unsecured revolving loans, however, Citi generally accrues interest until payments are 180 days past due. Loans that have been modified to grant a short-term or long-term concession to a borrower who is in financial difficulty may not be accruing interest at the time of the modification. The policy for returning such modified loans to accrual status varies by product and/or region. In most cases, a minimum number of payments (ranging from one to six) are required, while in other cases the loan is never returned to accrual status.

        Citi's charge-off policies follow the general guidelines below:

Corporate loans

        Corporate loans represent loans and leases managed byICG or theSpecial Asset Pool. Corporate loans are identified as impaired and placed on a cash (non-accrual) basis when it is determined that the payment of interest or principal is doubtful or when interest or principal is 90 days past due, except when the loan is well-collateralized and in the process of collection. Any interest accrued on impaired corporate loans and leases is reversed at 90 days and charged against current earnings, and interest is thereafter included in earnings only to the extent actually received in cash. When there is doubt regarding the ultimate collectability of principal, all cash receipts are thereafter applied to reduce the recorded investment in the loan.

        Impaired corporate loans and leases are written down to the extent that principal is judged to be uncollectible. Impaired collateral-dependent loans and leases, where repayment is expected to be provided solely by the sale of the underlying collateral and there are no other available and reliable sources of repayment, are written down to the lower of cost or collateral value. Cash-basis loans are returned to an accrual status when all contractual principal and interest amounts are reasonably assured of repayment and there is a sustained period of repayment performance in accordance with the contractual terms.

Loans Held-for-Sale

        Corporate and consumer loans that have been identified for sale are classified as loans held-for-sale included inOther assets. With the exception of certain mortgage loans for which the fair value option has been elected, these loans are accounted for at the lower of cost or market value (LOCOM), with any write-downs or subsequent recoveries charged toOther revenue.

Allowance for Loan Losses

        Allowance for loan losses represents management's best estimate of probable losses inherent in the portfolio, as well as probable losses related to large individually evaluated impaired loans and troubled debt restructurings. Attribution of the allowance is made for analytical purposes only, and the entire allowance is available to absorb probable credit losses inherent in the overall portfolio. Additions to the allowance are made through the provision for credit losses. Credit losses are deducted from the allowance, and subsequent recoveries are added. Securities received in exchange for loan claims in debt restructurings are initially recorded at fair value, with any gain or loss reflected as a recovery or charge-off to the allowance, and are subsequently accounted for as securities available-for-sale.


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Corporate loans

        In the Corporate portfolios, the allowance for loan losses includes an asset-specific component and a statistically-based component. The asset specific component is calculated under ASC 310-10-35,Receivables—Subsequent Measurement (formerly SFAS 114) on an individual basis for larger-balance, non-homogeneous loans, which are considered impaired. An asset-specific allowance is established when the discounted cash flows, collateral value (less disposal costs), or observable market price of the impaired loan is lower than its carrying value. This allowance considers the borrower's overall financial condition, resources, and payment record, the prospects for support from any financially responsible guarantors and, if appropriate, the realizable value of any collateral. The asset specific component of the allowance for smaller balance impaired loans is calculated on a pool basis considering historical loss experience. The allowance for the remainder of the loan portfolio is calculated under ASC 450,Contingencies (formerly SFAS 5) using a statistical methodology, supplemented by management judgment. The statistical analysis considers the portfolio's size, remaining tenor, and credit quality as measured by internal risk ratings assigned to individual credit facilities, which reflect probability of default and loss given default. The statistical analysis considers historical default rates and historical loss severity in the event of default, including historical average levels and historical variability. The result is an estimated range for inherent losses. The best estimate within the range is then determined by management's quantitative and qualitative assessment of current conditions, including general economic conditions, specific industry and geographic trends, and internal factors including portfolio concentrations, trends in internal credit quality indicators, and current and past underwriting standards.

Consumer loans

        ForConsumer loans, each portfolio of smaller-balance, homogeneous loans—including consumer mortgage, installment, revolving credit, and most other consumer loans—is independently evaluated for impairment. The allowance for loan losses attributed to these loans is established via a process that estimates the probable losses inherent in the specific portfolio based upon various analyses. These include migration analysis, in which historical delinquency and credit loss experience is applied to the current aging of the portfolio, together with analyses that reflect current trends and conditions.

        Management also considers overall portfolio indicators, including historical credit losses, delinquent, non-performing, and classified loans, trends in volumes and terms of loans, an evaluation of overall credit quality, the credit process, including lending policies and procedures, and economic, geographical, product and other environmental factors. In addition, valuation allowances are determined for impaired smaller-balance homogeneous loans whose terms have been modified due to the borrowers' financial difficulties and where it has been determined that a concession was granted to the borrower. Such modifications may include interest rate reductions, principal forgiveness and/or term extensions. Where long-term concessions have been granted, such modifications are accounted for as "troubled debt restructurings" (TDRs). The allowance for loan losses for TDRs is determined in accordance with ASC-310-10-35 by comparing expected cash flows of the loans discounted at the loans' original effective interest rates to the carrying value of the loans. Where short-term concessions have been granted, the allowance for loan losses is materially consistent with the requirements of ASC-310-10-35.

Reserve Estimates and Policies

        Management provides reserves for an estimate of probable losses inherent in the funded loan portfolio on the balance sheet in the form of an allowance for loan losses. These reserves are established in accordance with Citigroup's Credit Reserve Policies, as approved by the Audit Committee of the Board of Directors. Citi's Chief Risk Officer and Chief Financial Officer review the adequacy of the credit loss reserves each quarter with representatives from the Risk Management and Finance staffs for each applicable business area.

        The above-mentioned representatives covering the business areas having classifiably managed portfolios, where internal credit-risk ratings are assigned (primarilyICG, Regional Consumer Banking andLocal Consumer Lending), or modified consumer loans, where concessions were granted due to the borrowers' financial difficulties present recommended reserve balances for their funded and unfunded lending portfolios along with supporting quantitative and qualitative data. The quantitative data include:


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        In addition, representatives from both the Risk Management and Finance staffs that cover business areas that have delinquency-managed portfolios containing smaller homogeneous loans present their recommended reserve balances based upon leading credit indicators, including loan delinquencies and changes in portfolio size as well as economic trends including housing prices, unemployment and GDP. This methodology is applied separately for each individual product within each different geographic region in which these portfolios exist.

        This evaluation process is subject to numerous estimates and judgments. The frequency of default, risk ratings, loss recovery rates, the size and diversity of individual large credits, and the ability of borrowers with foreign currency obligations to obtain the foreign currency necessary for orderly debt servicing, among other things, are all taken into account during this review. Changes in these estimates could have a direct impact on the credit valuation adjustmentscosts in any quarter and could result in a change in the allowance. Changes to the reserve flow through the Consolidated Statement of Income on derivative instrumentsthe lineProvision for loan losses.

Allowance for Unfunded Lending Commitments

        A similar approach to the allowance for loan losses is used for calculating a reserve for the expected losses related to unfunded loan commitments and standby letters of credit. This reserve is classified on the balance sheet inOther liabilities. Changes to the allowance for unfunded lending commitments flow through the Consolidated Statement of Income on the lineProvision for unfunded lending commitments.


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Details of Credit Loss Experience

In millions of dollars 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 1st Qtr.
2009
 

Allowance for loan losses at beginning of period

 $36,033 $36,416 $35,940 $31,703 $29,616 
            

Provision for loan losses

                

    Consumer

 $8,244 $7,077 $7,321 $10,010 $8,010 

    Corporate

  122  764  1,450  2,223  1,905 
            

 $8,366 $7,841 $8,771 $12,233 $9,915 
            

Gross credit losses

                

Consumer

                

    In U.S. offices

 $6,942 $4,360 $4,459 $4,694 $4,124 

    In offices outside the U.S. 

  1,797  2,187  2,406  2,305  1,936 

Corporate

                

    In U.S. offices

  404  478  1,101  1,216  1,176 

    In offices outside the U.S. 

  155  877  483  558  424 
            

 $9,298 $7,902 $8,449 $8,773 $7,660 
            

Credit recoveries

                

Consumer

                

    In U.S. offices

 $419 $160 $149 $131 $136 

    In offices outside the U.S. 

  300  327  288  261  213 

Corporate

                

    In U.S. offices

  177  246  30  4  1 

    In offices outside the U.S. 

  18  34  13  22  28 
            

 $914 $767 $480 $418 $378 
            

Net credit losses

                

    In U.S. offices

 $6,750 $4,432 $5,381 $5,775 $5,163 

    In offices outside the U.S. 

  1,634  2,703  2,588  2,580  2,119 
            

Total

 $8,384 $7,135 $7,969 $8,355 $7,282 
            

Other—net(1)(2)(3)(4)(5)

 $12,731 $(1,089)$(326)$359 $(546)
            

Allowance for loan losses at end of period(6)

 $48,746 $36,033 $36,416 $35,940 $31,703 
            

Allowance for loan losses as a % of total loans

  6.80% 6.09% 5.85% 5.60% 4.82%

Allowance for unfunded lending commitments(7)

 $1,122 $1,157 $1,074 $1,082 $947 
            

Total allowance for loan losses and unfunded lending commitments

 $49,868 $37,190 $37,490 $37,022 $32,650 
            

Net consumer credit losses

 $8,020 $6,060 $6,428 $6,607 $5,711 

As a percentage of average consumer loans

  6.04% 5.43% 5.66% 5.88% 4.95%
            

Net corporate credit losses

 $364 $1,075 $1,541 $1,748 $1,571 

As a percentage of average corporate loans

  0.19% 0.61% 0.82% 0.89% 0.79%
            

Allowance for loan losses at end of period(8)

                

    Citicorp

 $18,503 $10,731 $10,956 $10,676 $9,088 

    Citi Holdings

  30,243  25,302  25,460  25,264  22,615 
            

            Total Citigroup

 $48,476 $36,033 $36,416 $35,940 $31,703 
            

Allowance by type

                

    Consumer(9)

 $41,422 $28,397 $28,420 $27,969 $24,036 

    Corporate

  7,324  7,636  7,996  7,971  7,667 
            

            Total Citigroup

 $48,746 $36,033 $36,416 $35,940 $31,703 
            

(1)
The first quarter of 2010 primarily includes $13.4 billion related to the impact of consolidating entities in connection with Citi's adoption of SFAS 166/167 as of January 1, 2010 and reductions of approximately $640 million related to the sale or transfer to held-for-sale of U.S. and U.K. real estate lending loans.

(2)
The fourth quarter of 2009 includes a reduction of approximately $335 million related to securitizations and approximately $400 million related to the sale or transfer to held-for-sale of U.S. real estate lending loans.

(3)
The third quarter of 2009 primarily includes a reduction to the credit loss reserves of $562 million related to the transfer of the U.K. Cards portfolio to held-for-sale partially offset by increases related to FX translation.

(4)
The second quarter of 2009 primarily includes increases to the credit loss reserves primarily related to FX translation.

(5)
The first quarter of 2009 primarily includes reductions to the credit loss reserves of $213 million related to securitizations and reductions of approximately $320 million primarily related to FX translation.

(6)
Included in the allowance for loan losses are reserves for loans which have been subject to troubled debt restructurings (TDRs) of $6,926 million, $4,819 million, $4,587 million, $3,810 million and $2,760 million as of March 31, 2010, December 31, 2009, September 30, 2009, June 30, 2009 and March 31, 2009, respectively.

(7)
Represents additional credit loss reserves for unfunded corporate lending commitments and letters of credit recorded inOther Liabilities on the Consolidated Balance Sheet.

(8)
Allowance for loan losses represents management's best estimate of probable losses inherent in the portfolio, as well as probable losses related to large individually evaluated impaired loans and troubled debt restructurings. Attribution of the allowance is made for analytical purposes only, and the entire allowance is available to absorb probable credit losses inherent in the overall portfolio.

(9)
Included in the first quarter of 2010 consumer loan loss reserve is $21.7 billion related to Citi's global credit card portfolio and reflects the adoption of SFAS 166/167 as of January 1, 2010. See discussion on page 3 and Note 1 to the Consolidated Financial Statements.

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Non-Accrual Assets

        The table below summarizes Citigroup's view of non-accrual loans as of the periods indicated. Non-accrual loans are loans in which the borrower has fallen behind in interest payments or, for corporate loans, where Citi has determined that the payment of interest or principal is doubtful, and which are therefore considered impaired. As discussed under "Loan Accounting Policies" above, in situations where Citi reasonably expects that only a portion of the principal and interest owed will ultimately be collected, all payments received are reflected as a reduction of principal and not as interest income. There is no industry-wide definition of non-accrual assets, however, and as such, analysis across the industry is not always comparable.

        Corporate non-accrual loans may still be current on interest payments. Consistent with industry conventions, Citi generally accrues interest on credit card loans until such loans are charged-off, which typically occurs at 180 days' contractual delinquency. As such, the non-accrual loan disclosures in this section do not include credit card loans.

Non-accrual loans

In millions of dollars 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 1st Qtr.
2009
 

Citicorp

 $5,024 $5,353 $5,507 $5,395 $3,951 

Citi Holdings

  23,544  26,387  27,177  22,851  22,160 
            
 

Total non-accrual loans (NAL)

 $28,568 $31,740 $32,684 $28,246 $26,111 
            

Corporate non-accrual loans(1)

                

North America

 $5,660 $5,621 $5,263 $3,499 $3,789 

EMEA

  5,834  6,308  7,969  7,690  6,479 

Latin America

  608  569  416  230  300 

Asia

  830  981  1,061  1,056  635 
            

 $12,932 $13,479 $14,709 $12,475 $11,203 
            
 

Citicorp

 $2,975 $3,238 $3,300 $3,159 $1,935 
 

Citi Holdings

  9,957  10,241 $11,409 $9,316 $9,268 
            

 $12,932 $13,479 $14,709 $12,475 $11,203 
            

Consumer non-accrual loans(1)

                

North America

 $12,966 $15,111 $14,609 $12,154 $11,687 

EMEA

  790  1,159  1,314  1,356  1,128 

Latin America

  1,246  1,340  1,342  1,520  1,338 

Asia

  634  651  710  741  755 
            

 $15,636 $18,261 $17,975 $15,771 $14,908 
            
 

Citicorp

 $2,049 $2,115 $2,207 $2,236 $2,016 
 

Citi Holdings

  13,587  16,146  15,768  13,535  12,892 
            

 $15,636 $18,261 $17,975 $15,771 $14,908 
            

(1)
Excludes purchased distressed loans as they are generally accreting interest. The carrying value of these loans was $804 million at March 31, 2010, $920 million at December 31, 2009, $1.267 billion at September 30, 2009, $1.509 billion at June 30, 2009, and $1.328 billion at March 31, 2009.

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Non-Accrual Assets (continued)

        The table below summarizes Citigroup's other real estate owned (OREO) assets. This represents the carrying value of all property acquired by foreclosure or other legal proceedings when Citi has taken possession of the collateral.

OREO 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 1st Qtr.
2009
 

Citicorp

 $881 $874 $284 $291 $307 

Citi Holdings

  632  615  585  664  854 

Corporate/Other

  8  11  15  14  41 
            

    Total OREO

 $1,521 $1,500 $884 $969 $1,202 
            

North America

 $1,291 $1,294 $682 $789 $1,115 

EMEA

  134  121  105  97  65 

Latin America

  51  45  40  29  20 

Asia

  45  40  57  54  2 
            

 $1,521 $1,500 $884 $969 $1,202 
            

Other repossessed assets(1)

 $64 $73 $76 $72 $78 
            

(1)
Primarily transportation equipment, carried at lower of cost or fair value, less costs to sell.

Non-accrual assets—Total Citigroup 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 1st Qtr.
2009
 

Corporate non-accrual loans

 $12,932 $13,479 $14,709 $12,475 $11,203 

Consumer non-accrual loans

  15,636  18,261  17,975  15,771  14,908 
            

    Non-accrual loans (NAL)

 $28,568 $31,740 $32,684 $28,246 $26,111 
            

OREO

 $1,521 $1,500 $884 $969 $1,202 

Other repossessed assets

  64  73  76  72  78 
            

    Non-accrual assets (NAA)

 $30,153 $33,313 $33,644 $29,287 $27,391 
            

NAL as a percentage of total loans

  3.96% 5.37% 5.25% 4.40% 3.97%

NAA as a percentage of total assets

  1.51% 1.79% 1.78% 1.58% 1.50%

Allowance for loan losses as a percentage of NAL(1)

  171% 114% 111% 127% 121%
            

(1)
The allowance for loan losses includes the allowance for credit card and purchased distressed loans, while the non-accrual loans exclude credit card balances and purchased distressed loans as these generally continue to accrue interest until write-off.

Non-accrual assets—Total Citicorp 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 1st Qtr.
2009
 

Non-accrual loans (NAL)

 $5,024 $5,353 $5,507 $5,395 $3,951 

OREO

  881  874  284  291  307 

Other repossessed assets

  N/A  N/A  N/A  N/A  N/A 
            

    Non-accrual assets (NAA)

 $5,905 $6,227 $5,791 $5,686 $4,258 
            

NAA as a percentage of total assets

  0.48% 0.55% 0.54% 0.54% 0.42%

Allowance for loan losses as a percentage of NAL(1)

  368% 200% 199% 198% 230%
            

Non-accrual assets—Total Citi Holdings

                

Non-accrual loans (NAL)

 $23,544 $26,387 $27,177 $22,851 $22,160 

OREO

  632  615  585  664  854 

Other repossessed assets

  N/A  N/A  N/A  N/A  N/A 
            

    Non-accrual assets (NAA)

 $24,176 $27,002 $27,762 $23,515 $23,014 
            

NAA as a percentage of total assets

  4.81% 5.54% 4.99% 4.04% 3.84%

Allowance for loan losses as a percentage of NAL(1)

  128% 96% 94% 111% 102%
            

(1)
The allowance for loan losses includes the allowance for credit card ($21.7 billion at March 31, 2010) and purchased distressed loans, while the non-accrual loans exclude credit card balances and purchased distressed loans as these generally continue to accrue interest until write-off.

N/A    Not available at the Citicorp or Citi Holdings level.

Renegotiated Loans

In millions of dollars at year end 1st Qtr.
2010
 4th Qtr.
2009
 

Renegotiated loans(1)(2)

       

In U.S. offices

 $19,064 $13,421 

In offices outside the U.S. 

  3,919  3,643 
      

 $22,983 $17,064 
      

(1)
Smaller-balance, homogeneous renegotiated loans were derived from Citi's risk management systems.

(2)
Also includes Corporate and Commercial Business loans.

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Representations and Warranties

        When selling a loan, Citi makes various representations and warranties. In the event of a breach of these representations and warranties, Citi may be required to either repurchase the mortgage loans (generally at unpaid principal balance plus accrued interest), with the identified defects, or indemnify ("make whole") the investor or insurer. Citigroup's repurchases are primarily from Government Sponsored Entities. The specific representations and warranties made by Citi depend on the nature of the transaction and the requirements of the buyer. Market conditions and credit-ratings agency requirements may also affect representations and warranties and the other provisions Citi may agree to in loan sales. Citi has recorded a repurchase reserve that is included inOther liabilities in the Consolidated Balance Sheet. In the case of a repurchase, Citi will bear any subsequent credit loss on the mortgage loans.

        Citi's representations and warranties are generally not subject to stated limits in amount or time of coverage. However, contractual liability arises only when the representations and warranties are breached and generally only when a loss results from the breach. In the case of a repurchase, the loan is typically considered a credit-impaired loan and accounted for under SOP 03-3, "Accounting for Certain Loans and Debt Securities, Acquired in a Transfer" (now incorporated into ASC 310-30,Receivables—Loans and Debt Securities Acquired with Deteriorated Credit Quality). These repurchases have not had a material impact on nonperforming loan statistics because credit-impaired purchased SOP 03-3 loans are not included in nonaccrual loans.

        In the case of a repurchase of a credit-impaired SOP 03-3 loan, the difference between the loan's fair value and unpaid principal balance at the time of the repurchase is recorded as a utilization of the repurchase reserve. Payments to make the investor whole are also treated as utilizations and charged directly against the reserve. The provision for estimated probable losses arising from loan sales is recorded as an adjustment to the gain on sale, which is included inOther revenue in the Consolidated Statement of Income. A liability for representations and warranties is estimated when Citi sells loans and is updated quarterly. Any change in estimate is recorded inOther revenue in the Consolidated Statement of Income.

        The activity in the repurchase reserve for the quarters ended March 31, 2010 and March 31, 2009 is as follows:

In millions of dollars 2010 2009 

Balance, beginning of period

 $482 $75 

Additions for new sales

  5  5 

Change in estimate

    171 

Utilizations

  (37) (33)
      

Balance, end of period

 $450 $218 
      

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Consumer Loan Details

Consumer Loan Delinquency Amounts and 2008:Ratios

 
 Credit valuation
adjustment gain (loss)
 
In millions of dollars 2009 2008 

Non-monoline counterparties

 $166 $(1,790)

Citigroup (own)

  2,572  1,513 
      

Net non-monoline CVA

 $2,738 $(277)

Monoline counterparties

  (1,091) (1,491)
      

Total CVA—derivative instruments

 $1,647 $(1,768)
      

 
 Total loans(6) 90+ days past due(1) 30-89 days past due(1) 
In millions of dollars, except EOP loan amounts in billions Mar.
2010
 Mar.
2010
 Dec.
2009
 Mar.
2009
 Mar.
2010
 Dec.
2009
 Mar.
2009
 

Citicorp

                      

Total

 $220.8 $4,005 $4,070 $3,939 $4,289 $4,252 $4,649 

    Ratio

     1.81% 1.81% 1.86% 1.94% 1.89% 2.19%

Retail Bank

                      

    Total

  110.6  863  784  700  1,197  1,021  1,111 

        Ratio

     0.78% 0.73% 0.69% 1.08% 0.95% 1.10%

    North America

  31.5  142  106  99  236  81  92 

        Ratio

     0.45% 0.33% 0.29% 0.75% 0.25% 0.27%

    EMEA

  4.9  52  60  58  182  203  213 

        Ratio

     1.06% 1.15% 1.06% 3.71% 3.90% 3.87%

    Latin America

  19.4  433  382  280  357  300  290 

        Ratio

     2.23% 2.10% 1.82% 1.84% 1.65% 1.88%

    Asia

  54.8  236  236  263  422  437  516 

        Ratio

     0.43% 0.46% 0.57% 0.77% 0.85% 1.12%

Citi-Branded Cards(2)(3)

                      

    Total

  110.2  3,142  3,286  3,239  3,092  3,231  3,538 

        Ratio

     2.85% 2.80% 2.92% 2.81% 2.75% 3.19%

    North America

  77.7  2,304  2,371  2,307  2,145  2,182  2,337 

        Ratio

     2.96% 2.82% 2.82% 2.76% 2.59% 2.86%

    EMEA

  2.9  77  85  58  113  140  131 

        Ratio

     2.66% 2.82% 2.33% 3.91% 4.67% 5.24%

    Latin America

  12.1  497  553  555  473  556  683 

        Ratio

     4.11% 4.46% 4.91% 3.91% 4.48% 6.04%

    Asia

  17.5  264  277  319  361  353  387 

        Ratio

     1.51% 1.55% 2.07% 2.06% 1.97% 2.51%

Citi Holdings—Local Consumer Lending

                      

    Total

  308.9  16,808  18,457  15,478  11,836  13,945  14,058 

        Ratio

     5.66% 6.11% 4.54% 3.99% 4.62% 4.12%

    International

  27.7  953  1,362  1,380  1,059  1,482  1,964 

        Ratio

     3.44% 4.22% 3.59% 3.82% 4.59% 5.11%

    North America retail partners cards(2)(3)

  54.5  2,385  2,681  2,791  2,374  2,674  2,826 

        Ratio

     4.38% 4.42% 4.36% 4.36% 4.41% 4.42%

    North America (excluding cards)(4)(5)

  226.7  13,470  14,414  11,307  8,403  9,789  9,268 

        Ratio

     6.27% 6.89% 4.74% 3.91% 4.68% 3.88%
                

Total Citigroup (excludingSpecial Asset Pool)

 $529.7 $20,813 $22,527 $19,417 $16,125 $18,197 $18,707 

        Ratio

     4.02% 4.28% 3.51% 3.11% 3.46% 3.38%
                

(1)
The table below summarizesratios of 90 days or more past due and 30 to 89 days past due are calculated based on end-of-period loans.

(2)
The 90 days or more past due balances for Citi-branded cards and retail partners cards are generally still accruing interest. Citigroup's policy is generally to accrue interest on credit card loans until 180 days past due, unless notification of bankruptcy filing has been received earlier.

(3)
The above information presents consumer credit information on a managed basis. Citigroup adopted SFAS 166/167 effective January 1, 2010. As a result, beginning in the CVA appliedfirst quarter of 2010, there is no longer a difference between reported and managed delinquencies. Prior quarters' managed delinquencies are included herein for comparative purposes to the fair value2010 first quarter delinquencies. Managed basis reporting historically impacted theNorth America Regional Consumer Banking—Citi-branded cards and theLocal Consumer Lending—retail partner cards businesses. The historical disclosures reflect the impact from credit card securitizations only. See discussion of derivative instrumentsadoption of SFAS 166/167 on page 3 and Note 1 to the Consolidated Financial Statements.

(4)
The 90 or more and 30 to 89 days past due and related ratio forNorth America LCL (excluding cards) excludes U.S. mortgage loans that are guaranteed by U.S. government sponsored agencies since the potential loss predominantly resides within the U.S. agencies. The amounts excluded for loans 90 days or more past due and (end-of-period loans) for each period are: $5.2 billion ($9.0 billion), $5.4 billion ($9.0 billion), and $3.6 billion ($7.1 billion) as of March 31, 2010, December 31, 2009 and March 31, 2009, respectively. The amounts excluded for loans 30 to 89 days past due (end-of-period loans have the same adjustment as above) for each period are: $1.2 billion, $1.0 billion, and $0.6 billion, as of March 31, 2010, December 31, 2009 and March 31, 2009, respectively.

(5)
The March 31, 2010 loans 90 days or more past due and 30-89 days or more past due and related ratios for North America (ex Cards) excludes $2.9 billion of loans that are carried at fair value.

(6)
Total loans include interest and fees on credit cards.

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Consumer Loan Net Credit Losses and Ratios

 
 Average
loans(1)
 Net credit losses(2) 
In millions of dollars, except average loan amounts in billions 1Q10 1Q10 4Q09 1Q09 

Citicorp

             

Total

 $221.5 $3,040 $1,388 $1,174 
 

Add: impact of credit card securitizations(3)

       1,727  1,491 
 

Managed NCL

    $3,040 $3,115 $2,665 
 

Ratio

     5.57% 5.50% 5.06%

Retail Bank

             
 

Total

 ��109.5  289  409  338 
  

Ratio

     1.07% 1.49% 1.36%
 

North America

  32.2  73  88  56 
  

Ratio

     0.94% 1.04% 0.66%
 

EMEA

  5.0  47  84  60 
  

Ratio

     3.88% 5.99% 4.50%
 

Latin America

  18.5  91  149  112 
  

Ratio

     1.96% 3.31% 2.96%
 

Asia

  53.8  78  88  110 
  

Ratio

     0.60% 0.68% 0.98%

Citi-Branded Cards

             
 

Total

  112.0  2,751  979  836 
  

Add: impact of credit card securitizations(3)

       1,727  1,491 
  

Managed NCL

     2,751  2,706  2,327 
  

Ratio

     9.96% 9.27% 8.40%
 

North America

  79.2  2,084  220  201 
  

Add: impact of credit card securitizations(3)

       1,727  1,491 
  

Managed NCL

     2,084  1,947  1,692 
  

Ratio

     10.67% 9.30% 8.27%
 

EMEA

  2.9  50  54  29 
  

Ratio

     6.97% 7.13% 4.68%
 

Latin America

  12.1  418  476  429 
  

Ratio

     14.03% 15.37% 15.30%
 

Asia

  17.8  199  229  177 
  

Ratio

     4.50% 5.20% 4.60%

Citi Holdings—Local Consumer Lending

             
 

Total

  318.0  4,938  4,612  4,517 
  

Add: impact of credit card securitizations(3)

       1,118  1,057 
  

Managed NCL

     4,938  5,730  5,574 
  

Ratio

     6.30% 7.12% 6.36%
 

International

  30.0  612  784  818 
  

Ratio

     8.27% 8.74% 8.44%
 

North America retail partners cards

  57.1  1,932  845  901 
  

Add: impact of credit card securitizations(3)

       1,118  1,057 
  

Managed NCL

     1,932  1,963  1,958 
  

Ratio

     13.72% 12.81% 11.98%
 

North America (excluding cards)

  230.9  2,394  2,983  2,798 
  

Ratio

     4.20% 5.31% 4.54%
          

Total Citigroup (excludingSpecial Asset Pool)

 $539.5 $7,978 $6,000 $5,691 
  

Add: impact of credit card securitizations(3)

       2,845  2,548 
  

Managed NCL

     7,978  8,845  8,239 
  

Ratio

     6.00% 6.45% 5.87%
          

(1)
Average loans include interest and fees on credit cards.

(2)
The ratios of net credit losses are calculated based on average loans, net of unearned income.

(3)
See page 3 and Note 1 to the Consolidated Financial Statements for a discussion of the impact of SFAS 166/167.

Table of Contents


Consumer Loan Modification Programs

        Citigroup has instituted a variety of modification programs to assist borrowers with financial difficulties. These programs include modifying the original loan terms, reducing interest rates, extending the remaining loan duration and/or waiving a portion of the remaining principal balance. At March 31, 2010, Citi's programs consist of the U.S. Treasury's Home Affordable Modification Program (HAMP), as well as short-term forbearance and long-term modification programs, each summarized below.

        HAMP.    The HAMP is designed to reduce monthly first mortgage payments to a 31% housing debt ratio by lowering the interest rate, extending the term of the loan and forbearing principal of certain eligible borrowers who have defaulted on their mortgages or who are at risk of imminent default due to economic hardship. In order to be entitled to loan modifications, borrowers must complete a three- to five-month trial period, make the agreed payments and provide the required documentation. Beginning March 1, 2010, documentation is required to be provided prior to beginning the trial period, whereas prior to that date, it was required to be provided before the end of the trial period. This change generally means that Citi is able to verify income up front for potential HAMP participants before they begin making lower monthly payments. Citi currently believes this change will limit the number of borrowers who ultimately fall out from the trials and potentially mitigates the impact of HAMP trial participants on early bucket delinquency data.

        During the trial period, Citi requires that the original terms of the loans remain in effect pending completion of the modification. As of March 31, 2010, approximately $6.1 billion of first mortgages were enrolled in the HAMP trial period, while $1.5 billion have successfully completed the trial period. Upon completion of the trial period, the terms of the loan are contractually modified, and it is accounted for as a "troubled debt restructuring" (see "Long-term programs" below). For additional information on HAMP, see "U.S. Consumer Mortgage Lending" below.

        Citi also recently agreed to participate in the U.S. Treasury's HAMP second mortgage program, which requires Citi to either: (1) modify the borrower's second mortgage according to a defined protocol; or (2) accept a lump sum payment from the U.S. Treasury in exchange for full extinguishment of the second mortgage. For a borrower to qualify, the borrower must have successfully modified his/her first mortgage under the HAMP and met other criteria.

        Short-term programs.    Citigroup has also instituted interest rate reduction programs (primarily in the U.S.) to assist borrowers experiencing temporary hardships. These programs include short-term (12 months or less) interest rate reductions and deferrals of past due payments. The loan volume under these short-term programs increased significantly during 2009, and loan loss reserves for these loans have been enhanced, giving consideration to the higher risk associated with those borrowers and reflecting the estimated future credit losses for those loans. See "Loan Accounting Policies" above for a further discussion of the allowance for loan losses for such modified loans.

        The following table presents the amounts of gross loans modified under short-term interest rate reduction programs in the U.S. (excluding HAMP trial modifications) as of March 31, 2010.

 
 March 31, 2010 
In millions of dollars Accrual Non-accrual 

Mortgage and real estate

 $2,505 $34 

Cards

  3,800   

Installment and other

  1,599  9 
      

        Long-term programs.    Long-term modification programs or troubled debt restructurings (TDRs) occur when the terms of a loan have been modified due to the borrowers' financial difficulties and a long-term concession has been granted to the borrower. Substantially all programs in place provide permanent interest rate reductions. See "Loan Accounting Policies" above for a discussion of the allowance for loan losses for such modified loans.

        The following table presents these TDRs as of March 31, 2010 and December 31, 2008.2009:

 
 Credit valuation adjustment
Contra liability
(contra asset)
 
In millions of dollars March 31,
2009
 December 31,
2008
 

Non-monoline counterparties

 $(8,100)$(8,266)

Citigroup (own)

  6,183  3,611 
      

Net non-monoline CVA

 $(1,917)$(4,655)

Monoline counterparties(1)

  (5,370) (4,279)
      

Total CVA—derivative instruments

 $(7,287)$(8,934)
     ��


(1)
Certain derivatives
 
 Accrual Non-accrual 
In millions of dollars Mar. 31,
2010
 Dec. 31,
2009
 Mar. 31,
2010
 Dec. 31,
2009
 

Mortgage and real estate

 $11,596 $8,654 $2,007 $1,413 

Cards

  5,004  2,303  22  150 

Installment and other

  3,515  3,128  432  250 
          

        Payment deferrals that do not continue to accrue interest primarily occur in the U.S. residential mortgage business. Other payment deferrals continue to accrue interest and are not deemed to offer concessions to the customer. Other types of concessions are not material.

        As discussed in more detail in "U.S. Consumer Mortgage Lending" and "North America Cards" below, the measurement of the success of Citi's loan modification programs varies by program objectives, type of loan, geography, and other factors. Citigroup uses a variety of metrics to evaluate success, including re-default rates and balance reduction trends. These metrics may be compared against the performance of similarly situated customers who did not receive concessions.


Table of Contents


U.S. Consumer Mortgage Lending

Overview

        Citi's North America consumer mortgage portfolio consists of both first lien and second lien mortgages. As of March 31, 2010, the first lien mortgage portfolio totaled approximately $116 billion while the second lien mortgage portfolio was approximately $55 billion. Although the majority of the mortgage portfolio is managed byLCL within Citi Holdings, there are $19 billion of first lien mortgages and $5 billion of second lien mortgages reported in Citicorp.

        Citi's first lien mortgage portfolio includes $9.4 billion of loans with monoline counterparties were terminated during 2008.Federal Housing Administration or Veterans Administration guarantees. These portfolios consist of loans originated to low-to-moderate-income borrowers with lower FICO (Fair Isaac Corporation) scores and generally have higher loan-to-value ratios (LTVs). These loans have high delinquency rates but, given the guarantees, Citi has experienced negligible credit losses on these loans. The first lien mortgage portfolio also includes $1.7 billion of loans with LTVs above 80%, which have insurance through private mortgage insurance (PMI) companies, and $3.5 billion of loans subject to Long-Term Standby Commitments(1) with U.S. government sponsored enterprises (GSEs), for which Citi has limited exposure to credit losses.

        Citi's second lien mortgage portfolio includes $1.7 billion of loans subject to LTSCs with GSEs, for which Citi has limited exposure to credit losses.

        Citi's allowance for loan loss calculations take into consideration the impact of these guarantees.

Consumer Mortgage Quarterly Trends—Delinquencies and Net Credit Losses

        The following charts detail the quarterly trends in delinquencies and net credit valuation adjustment amounts shown above relate solelylosses for the Citi's first and second North America consumer mortgage portfolios.

        In the first mortgage portfolio, both delinquencies and net credit losses are impacted by the HAMP trial loans and the growing backlog of foreclosures in process. The growing amount of foreclosures in process, which is related to an industry-wide phenomenon resulting from foreclosure moratoria and other efforts to prevent or forestall foreclosure, have specific implications on the derivative portfolio, and do not include:portfolio:

As discussed in "Consumer Loan Modification Programs" above, Citigroup also offers short-term and long-term real estate loan modification programs. Citi monitors the performance of counterpartyits real estate loan modification programs by tracking credit loss rates by vintage. At 18 months after modifying an account, in Citi's experience to date, credit loss rates are typically reduced by approximately one-third compared to similar accounts that were not modified.

        Currently, Citi's efforts are concentrated on the HAMP. Contractual modifications of loans that successfully completed the HAMP trial period began in September 2009; accordingly, this is the earliest HAMP vintage available for comparison. While still early, and while Citi continues to evaluate the impact of HAMP, Citi's experience to date is that re-default rates are likely to be lower for HAMP modified loans as compared to non-HAMP programs.

        As previously disclosed, loans in the HAMP trial modification period that do not make their original contractual payment are reported as delinquent, even if the reduced payments agreed to under the program are made by the borrower. Upon conclusion of the trial period, loans that are not modified permanently are returned to the delinquency status in which they began their trial period, adjusted for the number of payments received during trial period. If the loans are modified permanently, they will be returned to current status.

        Citigroup believes that the success rate of the HAMP will be a key factor influencing net credit losses from delinquent first mortgage loans, at least during the first half of 2010, and the outcome of the program will largely depend on the success rates of borrowers completing the trial period and meeting the documentation requirements.

        As set forth in the charts below, both first and second mortgages experienced lower net credit losses and lower 90 days or more delinquencies in the first quarter of 2010. Net credit losses on first mortgages declined during the quarter, primarily due to HAMP loan conversions, an improvement in loan loss severity and approximately $1 billion of asset sales during the quarter. As of March 31, 2010, over $2 billion of HAMP trial modifications in Citi's on-balance sheet portfolio were converted to permanent modifications (including $1.5 billion of HAMP modifications).

        For second mortgages, the net credit loss decrease during the quarter was driven by roll rate improvement.


(1)
A Long-Term Standby Commitment (LTSC) is a structured transaction in which Citi transfers the credit risk embeddedof certain eligible loans to an investor in non-derivative instruments. General spread wideningexchange for a fee. These loans remain on balance sheet unless they reach a certain delinquency level (between 120 and 180 days), in which case the LTSC investor is required to buy the loan at par.

Table of Contents

GRAPHIC

Note: Includes loans for Canada and Puerto Rico. Loans 90 days or more past due exclude loans recorded at fair value and U.S. mortgage loans that are guaranteed by U.S. government-sponsored agencies because the potential loss predominately resides with the U.S. agencies.

GRAPHIC

Note: Includes loans for Canada and Puerto Rico. Loans 90 days or more past due exclude loans recorded at fair value and U.S. mortgage loans that are guaranteed by U.S. government-sponsored agencies because the potential loss predominately resides with the U.S. agencies.


Table of Contents

Consumer Mortgage FICO and LTV

        Data appearing in the tables below have been sourced from Citigroup's risk systems and, as such, may not reconcile with disclosures elsewhere generally due to differences in methodology or variations in the manner in which information is captured. Citi has negatively affectednoted such variations in instances where it believes they could be material to reconcile the market value of a range of financial instruments. Losses on non-derivative instruments, such as bonds and loans, related to counterpartyinformation presented elsewhere.

        Citi's credit risk arepolicy is not includedto offer option adjustable rate mortgages (ARMs)/negative amortizing mortgage products to its customers. As a result, option ARMs/negative amortizing mortgages represent an insignificant portion of total balances that were acquired only incidentally as part of prior portfolio and business purchases.

        A portion of loans in the table above.

Credit Derivatives

        The Company makes markets inU.S. consumer mortgage portfolio currently requires a payment to satisfy only the current accrued interest for the payment period, or an interest only payment. Citi's mortgage portfolio includes approximately $29 billion of first and trades a rangesecond lien home equity lines of credit derivatives, both on behalf(HELOCs) that are still within their revolving period and have not commenced amortization. The interest only payment feature during the revolving period is standard for the HELOC product across the industry. The first mortgage portfolio contains approximately $33 billion of clients as well as for its own account. Through these contracts the Company either purchases or writes protection on either a single-name or portfolio basis. The Company uses credit derivativesARMs that are currently required to help mitigate credit risk in its corporate loan portfolio and other cash positions, to take proprietary trading positions, and to facilitate client transactions.

        Credit derivatives generally require that the seller of credit protection make payments to the buyer upon the occurrence of predefined events (settlement triggers).an interest only payment. These settlement triggers are defined by the form of the derivative and the referenced credit and are generally limited to the market standard of failure to pay on indebtedness and bankruptcy of the reference credit and, in a more limited range of transactions, debt restructuring. Credit derivative transactions referring to emerging market reference creditsloans will also typically include additional settlement triggers to cover the acceleration of indebtedness and the risk of repudiation or a payment moratorium. In certain transactions on a portfolio of referenced credits or asset-backed securities, the seller of protection may not be required to make a fully amortizing payment untilupon expiration of their interest only payment period, and most will do so within a specified amountfew years of lossesorigination. Borrowers that are currently required to make an interest only payment cannot select a lower payment that would negatively amortize the loan. First mortgage loans with this payment feature are primarily to high credit quality borrowers that have on average significantly higher refreshed FICO scores than other loans in the first mortgage portfolio.

Loan Balances

        First Mortgages—Loan Balances.    As a consequence of the difficult economic environment and the decrease in housing prices, LTV and FICO scores have deteriorated since origination as depicted in the table below. On a refreshed basis, approximately 28% of first lien mortgages had a LTV ratio above 100%, compared to approximately 0% at origination. Approximately 30% of the first lien mortgages had FICO scores less than 620 on a refreshed basis, compared to 15% at origination.

Balances: March 31, 2010—First Lien Mortgages

At Origination
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  59% 6% 7%

80% < LTV£ 100%

  13% 7% 8%

LTV > 100%

  N.M.  N.M  N.M. 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  28% 4% 10%

80% < LTV£ 100%

  17% 3% 10%

LTV > 100%

  15% 3% 10%

Note: N.M.—Not meaningful. First lien mortgage table excludes loans in Canada and Puerto Rico. Table excludes loans guaranteed by U.S. government sponsored agencies, loans recorded at fair value and loans subject to LTSCs. Table also excludes $1.8 billion from At Origination balances and $0.6 billion from Refreshed balances for which FICO or LTV data was unavailable. Balances exclude deferred fees/costs Refreshed FICO scores based on updated credit scores obtained from Fair Isaac Corporation. Refreshed LTV ratios are derived from data at origination updated using mainly the Loan Performance Price Index or the Federal Housing Finance Agency Price Index.

        Second Mortgages—Loan Balances.    In the second lien mortgage portfolio, the majority of loans are in the higher FICO categories. The challenging economic conditions have caused a migration towards lower FICO scores and higher LTV ratios. Approximately 48% of that portfolio had refreshed LTVs above 100%, compared to approximately 0% at origination. Approximately 18% of second lien mortgages had FICO scores less than 620 on a refreshed basis, compared to 3% at origination.


Table of Contents

Balances: March 31, 2010—Second Lien Mortgages

At Origination
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  49% 2% 2%

80% < LTV£ 100%

  43% 3% 1%

LTV > 100%

  N.M.  N.M.  N.M. 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  22% 1% 3%

80% < LTV£ 100%

  20% 2% 4%

LTV > 100%

  33% 4% 11%

Note: N.M.—Not meaningful. Second lien mortgage table excludes loans in Canada and Puerto Rico. Table excludes loans recorded at fair value and loans subject to LTSCs. Table also excludes $1.6 billion from At Origination balances and $0.4 billion from Refreshed balances for which FICO or LTV data was unavailable. Refreshed FICO scores based on updated credit scores obtained from Fair Isaac Corporation. Refreshed LTV ratios are derived from data at origination updated using mainly the Loan Performance Price Index or the Federal Housing Finance Agency Price Index.

Delinquencies

        The tables below provide delinquency statistics for loans 90 or more days past due (90+DPD), as a percentage of outstandings in each of the FICO/LTV combinations, in both the first lien and second lien mortgage portfolios. For example, loans with FICO ³ 660 and LTV £ 80% at origination have a 90+DPD rate of 6.9%.

        Loans with FICO scores of less than 620 exhibit significantly higher delinquencies than in any other FICO band. Similarly, loans with LTVs greater than 100% have higher delinquencies than LTVs of less than or equal to 100%.

Delinquencies: 90+DPD Rates—First Lien Mortgages

At Origination
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  6.9% 12.5% 13.5%

80% < LTV£ 100%

  9.5% 15.7% 19.2%

LTV > 100%

  N.M.  N.M.  N.M. 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  0.2% 3.5% 16.9%

80% < LTV£ 100%

  0.6% 8.5% 25.9%

LTV > 100%

  1.7% 20.3% 36.7%

Note: 90+DPD are based on balances referenced in the tables above.

Delinquencies: 90+DPD Rates—Second Lien Mortgages

At Origination
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  1.6% 4.9% 5.5%

80% < LTV£ 100%

  3.8% 4.9% 7.0%

LTV > 100%

  N.M.  N.M.  N.M. 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  0.0% 1.5% 8.4%

80% < LTV£ 100%

  0.1% 1.4% 9.5%

LTV > 100%

  0.4% 3.6% 17.0%

Note: 90+DPD are based on balances referenced in the tables above.

Origination Channel, Geographic Distribution and Origination Vintage

        The following tables detail Citi's first and second lien U.S. consumer mortgage portfolio by origination channels, geographic distribution and origination vintage.

By Origination Channel

        Citi's U.S. consumer mortgage portfolio has occurredbeen originated from three main channels: retail, broker and correspondent.

First Lien Mortgages: March 31, 2010

        As of March 31, 2010, approximately 54% of the first lien mortgage portfolio was originated through third-party channels. Given that loans originated through correspondents have exhibited higher 90+DPD delinquency rates than retail originated mortgages, Citi terminated business with a number of correspondent sellers in 2007 and 2008. During 2008, Citi also severed relationships with a number of brokers, only maintaining those who have produced strong, high-quality and profitable volume.

CHANNEL
($ in billions)
 First Lien
Mortgages
 Channel
% Total
 90+DPD % *FICO < 620 *LTV > 100% 

Retail

 $46.6  45.9% 5.4%$14.2 $9.2 

Broker

 $17.8  17.6% 9.6%$3.4 $6.4 

Correspondent

 $37.2  36.6% 14.8%$13.1 $13.4 

*
Refreshed FICO and LTV.

Note: First lien mortgage table excludes Canada and Puerto Rico, deferred fees/costs, loans recorded at fair value, loans guaranteed by U.S. government sponsored agencies and loans subject to LTSCs.


Table of Contents

Second Lien Mortgages: March 31, 2010

        For second lien mortgages, approximately 48% of the loans were originated through third-party channels. As these mortgages have demonstrated a higher incidence of delinquencies, Citi no longer originates second mortgages through third-party channels.

CHANNEL
($ in billions)
 Second Lien
Mortgages
 Channel
% Total
 90+DPD % *FICO < 620 *LTV > 100% 

Retail

 $24.5  51.6% 1.7%$3.9 $8.0 

Broker

 $11.9  25.0% 3.8%$2.1 $7.8 

Correspondent

 $11.1  23.5% 4.4%$2.7 $7.0 

*
Refreshed FICO and LTV.

Note: Excludes Canada and Puerto Rico, loans recorded at fair value and loans subject to LTSCs.

By State

        Approximately half of the Citi's U.S. consumer mortgage portfolio is located in five states: California, New York, Florida, Illinois and Texas. Those states represent 50% of first lien mortgages and 55% of second lien mortgages.

        Florida and Illinois have above average 90+DPD delinquency rates. Florida has 59% of its first mortgage lien portfolio with refreshed LTV>100%, compared to 29% overall for first lien mortgages. Illinois has 39% of its loan portfolio with refreshed LTV>100%. Texas, despite having 41% of its portfolio with FICO<620, has a lower delinquency rate relative to the overall portfolio. Texas has less than 1% of its loan portfolio and/with refreshed LTV>100%.

First Lien Mortgages: March 31, 2010

STATES
($ in billions)
 First Lien
Mortgages
 State
% Total
 90+DPD % *FICO < 620 *LTV > 100% 

California

 $28.0  27.5% 8.9%$4.6 $13.1 

New York

 $8.4  8.2% 6.8%$1.6 $0.4 

Florida

 $6.1  6.0% 15.2%$2.3 $3.6 

Illinois

 $4.2  4.2% 11.6%$1.4 $1.6 

Texas

 $4.1  4.0% 6.2%$1.7 $0.0 

Others

 $50.8  50.0% 9.8%$19.2 $10.2 

*
Refreshed FICO and LTV.

Note: First lien mortgage table excludes Canada and Puerto Rico, deferred fees/costs, loans recorded at fair value, loans guaranteed by U.S. government sponsored agencies and loans subject to LTSCs.

        In the second lien mortgage portfolio, Florida continues to experience above-average delinquencies, with approximately 76% of their loans with LTV > 100% compared to 48% overall for second lien mortgages.

Second Lien Mortgages: March 31, 2010

STATES
($ in billions)
 Second Lien
Mortgages
 State
% Total
 90+DPD % *FICO < 620 *LTV > 100% 

California

 $13.2  27.9% 3.2%$1.9 $8.0 

New York

 $6.4  13.6% 2.1%$0.9 $1.4 

Florida

 $3.1  6.5% 4.9%$0.7 $2.3 

Illinois

 $1.8  3.9% 2.6%$0.4 $1.2 

Texas

 $1.3  2.8% 1.4%$0.2 $0.0 

Others

 $21.6  45.4% 2.8%$4.7 $9.9 

*
Refreshed FICO and LTV.

Note: Excludes Canada and Puerto Rico, loans recorded at fair value and loans subject to LTSCs.

By Vintage

        For Citigroup's combined U.S. consumer mortgage portfolio (first and second lien mortgages), approximately half of the portfolio consists of 2006 and 2007 vintages, which demonstrate above average delinquencies. In first mortgages, approximately 43% of the portfolio is of 2006 and 2007 vintages, which have 90+DPD rates well above the overall portfolio rate. In second mortgages, 62% of the portfolio is of 2006 and 2007 vintages, which again have higher delinquencies compared to the overall portfolio rate.

First Lien Mortgages: March 31, 2010

VINTAGES
($ in billions)
 First Lien
Mortgages
 Vintage
% Total
 90+DPD % *FICO < 620 *LTV > 100% 

2010

 $0.4  0.4% 0.2%$0.1 $0.0 

2009

 $4.4  4.3% 0.8%$0.6 $0.3 

2008

 $13.1  12.9% 5.3%$3.0 $2.5 

2007

 $25.6  25.2% 14.8%$9.7 $11.4 

2006

 $18.3  18.0% 12.6%$6.0 $8.0 

2005

 $17.5  17.3% 7.4%$4.2 $5.6 

£ 2004

 $22.2  21.9% 7.1%$7.1 $1.2 

*
Refreshed FICO and LTV.

Note: First lien mortgage table excludes Canada and Puerto Rico, deferred fees/costs, loans recorded at fair value, loans guaranteed by U.S. government sponsored agencies and loans subject to LTSCs.


Table of Contents

Second Lien Mortgages: March 31, 2010

VINTAGES
($ in billions)
 Second Lien
Mortgages
 Vintage
% Total
 90+DPD % *FICO < 620 *LTV > 100% 

2010

 $0.1  0.1% N.M. $0.0 $0.0 

2009

 $0.6  1.3% 0.2%$0.0 $0.0 

2008

 $4.2  8.8% 1.2%$0.6 $0.9 

2007

 $14.0  29.5% 3.4%$2.9 $7.8 

2006

 $15.4  32.4% 3.4%$3.1 $9.3 

2005

 $9.1  19.3% 2.6%$1.4 $4.2 

£ 2004

 $4.1  8.7% 1.8%$0.7 $0.6 

*
Refreshed FICO and LTV.

Note: Excludes Canada and Puerto Rico, loans recorded at fair value and loans subject to LTSCs.

North America Cards

Overview

        Citi's North America cards portfolio consists of our Citi-branded and retail partner cards portfolios located in Citicorp—Regional Consumer Banking and Citi Holdings—Local Consumer Lending, respectively. As of March 31, 2010, the Citi-branded portfolio totaled approximately $78 billion while the retail partner cards portfolio was approximately $55 billion.

        The following charts detail the quarterly trends in delinquencies and net credit losses for Citigroup'sNorth America Citi-branded and retail partner cards portfolios.

        During the first quarter of 2010, Citi continued to see stable to improving trends across both portfolios. In Citi-branded cards, higher delinquencies in the fourth quarter of 2009 created an expected increase in net credit losses in the first quarter of 2010. However, dollar delinquencies declined in the first quarter of 2010. On a percentage basis, delinquencies were up in Citi-branded cards due to declining loan balances. In retail partner cards, net credit losses declined for the third consecutive quarter, driven by loss mitigation efforts and declining loan balances. Delinquencies also improved in the first quarter.

        In each of the two portfolios, Citi continues to actively eliminate riskier accounts to mitigate losses. First, higher risk customers have been removed from the portfolio by either reducing available lines of credit or may only be requiredclosing accounts. On a net basis, end of period open accounts are down 15% in Citi-branded cards and down 12% in retail partner cards versus prior year levels. In addition, Citi has improved the tools used to payidentify and manage exposure in each of the portfolios by targeting unique customer attributes.

        In Citi's experience to date, these portfolios have significantly different characteristics:

        As a result, loss mitigation efforts, such as stricter underwriting standards for lossesnew accounts, decreasing higher risk credit lines, closing high risk accounts and re-pricing, tend to affect the retail partner cards portfolio faster than the branded portfolio.

        In addition to tightening credit standards, Citi also continues to pursue other loss mitigation efforts, including improvements in collections effectiveness and various modification programs, described below. Citi believes modification programs can help to improve the longer-term quality of these accounts.

        Specifically, Citigroup offers both short-term and long-term modification programs to its credit card customers, primarily in the U.S. The short-term U.S. programs provide interest rate reductions for up to 12 months, while the long-term programs provide interest rate reductions for up to five years. In both types of U.S. programs, the annual percentage rate (APR) is typically reduced to below 10%.

        Citigroup monitors the performance of these U.S. credit card short-term and long-term modification programs by tracking cumulative loss rates by vintages (when customers enter a specified amount.program) and comparing that performance with that of similar accounts whose terms were not modified. For example, for U.S. credit cards, in Citi's experience to date, at 24 months after modifying an account, Citi typically reduces credit losses by approximately one-third compared to similar accounts that were not modified. Citi has observed that this improved performance of modified loans relative to those not modified is generally greatest during the first 12 months after modification. Following that period, losses have tended to increase but have typically stabilized at levels which are still below those for similar loans that were not modified, resulting in an improved cumulative loss performance. To date, Citi has tended to see that this benefit is sustained over time across our U.S. credit card portfolios.

        Overall, however, Citi remains cautious and currently believes that net credit losses in each of the cards portfolios will continue to remain at elevated levels and will continue to be highly dependent on the external environment and industry changes, including continued implementation of the CARD Act.


Table of Contents

        The following tables summarize the key characteristics of the Company's credit derivative portfolio by activity, counterpartyGRAPHIC


Note: Includes Puerto Rico.

GRAPHIC


Note: Includes Canada and derivative form as of March 31, 2009 and December 31, 2008:

March 31, 2009:

 
 Fair values Notionals 
In millions of dollars Receivable Payable Beneficiary Guarantor 

By Activity:

             

Credit portfolio

 $2,799 $28 $55,057 $ 

Dealer/client

  236,617  212,758  1,488,440  1,406,131 
          

Total by Activity

 $239,416 $212,786 $1,543,497 $1,406,131 
          

By Industry/Counterparty:

             

Bank

 $131,386 $127,684 $965,983 $919,354 

Broker-dealer

  60,990  57,443  380,412  345,582 

Monoline

  7,434  91  9,942  139 

Non-financial

  6,029  5,435  4,123  5,327 

Insurance and other financial institutions

  33,577  22,133  183,037  135,729 
          

Total by Industry/Counterparty

 $239,416 $212,786 $1,543,497 $1,406,131 
          

By Instrument:

             

Credit default swaps and options

 $232,009 $212,166 $1,514,829 $1,404,928 

Total return swaps and other

  7,407  620  28,668  1,203 
          

Total by Instrument

 $239,416 $212,786 $1,543,497 $1,406,131 
          


December 31, 2008:

 
 Fair values Notionals 
In millions of dollars Receivable Payable Beneficiary Guarantor 

By Activity:

             

Credit portfolio

 $3,257 $15 $71,131 $ 

Dealer/client

  225,094  203,694  1,527,184  1,443,280 
          

Total by Activity

 $228,351 $203,709 $1,598,315 $1,443,280 
          

By Industry/Counterparty:

             

Bank

 $128,042 $121,811 $996,248 $943,949 

Broker-dealer

  59,321  56,858  403,501  365,664 

Monoline

  6,886  91  9,973  139 

Non-financial

  4,874  2,561  5,608  7,540 

Insurance and other financial institutions

  29,228  22,388  182,985  125,988 
          

Total by Industry/Counterparty

 $228,351 $203,709 $1,598,315 $1,443,280 
          

By Instrument:

             

Credit default swaps and options

 $221,159 $203,220 $1,560,222 $1,441,375 

Total return swaps and other

  7,192  489  38,093  1,905 
          

Total by Instrument

 $228,351 $203,709 $1,598,315 $1,443,280 
          

        The fair values shown are prior to the application of any netting agreements, cash collateral, and market or credit value adjustments.

        The Company actively participates in trading a variety of credit derivatives products as both an active two-way market-maker for clients and to manage credit risk. The majority of this activity was transacted with other financial intermediaries, including both banks and broker-dealers. The Company generally has a mismatch between the total notional amounts of protection purchased and sold and it may hold the reference assets directly, rather than entering into offsetting credit derivative contracts as and when desired. The open risk exposures from credit derivative contracts are largely matched after certain cash positions in reference assets are considered and after notional amounts are adjusted, either to a duration-based equivalent basis or to reflect the level of subordination in tranched structures.

        The Company actively monitors its counterparty credit risk in credit derivative contracts. Approximately 91% of the gross receivables as of March 31, 2009 are from counterparties with which the Company maintains collateral agreements. A majority of the Company's top 15 counterparties (by receivable balance owed to the Company) are banks, financial institutions or other dealers. Contracts with these counterparties do not include ratings-based termination events. However, counterparty rating downgrades may have an incremental effect by lowering the threshold at which the Company may call for additional collateral. A number of the remaining significant counterparties are monolines.Puerto Rico. Includes Installment Lending.


Table of Contents

North America Cards—FICO Information

        As set forth in the table below, approximately 72% of the Citi-branded portfolio had FICO credit scores of at least 660 on a refreshed basis as of March 31, 2010, while 62% of the retail partner cards portfolio had scores above 660.

Balances: March 31, 2010

Refreshed
 Citi Branded Retail Partners 

FICO ³ 660

  72% 62%

620 £ FICO < 660

  11% 13%

FICO < 620

  17% 25%

Note: Based on balances of $123 billion. Balances include interest and fees. Excludes Canada, Puerto Rico and Installment and Classified portfolios. Excludes balances where FICO was unavailable ($2.4 billion for Citi-branded, $2.1 billion for retail partner cards).

        The table below provides delinquency statistics for loans 90+DPD for both the Citi-branded and retail partner cards portfolios as of March 31, 2010. Given the economic environment, customers have migrated down from higher FICO score ranges, driven by their delinquencies with Citi and/or with other creditors. As these customers roll through the delinquency buckets, they materially damage their credit score and may ultimately go to charge-off. Loans 90+DPD are more likely to be associated with low refreshed FICO scores both because low scores are indicative of repayment risk and because their delinquency has been reported by Citigroup to the credit bureaus. Loans with FICO scores less than 620, which constitute 17% of the Citi-branded portfolio, have a 90+DPD rate of 16.7%; in the retail partner cards portfolio, loans with FICO scores less than 620 constitute 25% of the portfolio and have a 90+DPD rate of 17.4%.

90+DPD Delinquency Rate: March 31, 2010

Refreshed
 Citi Branded
90+DPD%
 Retail Partners
90+DPD%
 

FICO ³ 660

  0.1% 0.2%

620 £ FICO < 660

  0.6% 0.7%

FICO < 620

  16.7% 17.4%

Note: Based on balances of $123 billion. Balances include interest and fees. Excludes Canada, Puerto Rico and Installment and Classified portfolios.

U.S. Installment and Other Revolving Loans

        In the table below, the U.S. installment portfolio consists of consumer loans in the following businesses: Consumer Finance, Retail Banking, Auto, Student Lending and Cards. Other Revolving consists of consumer loans (Ready Credit and Checking Plus products) in the Consumer Retail Banking business. Commercial-related loans are not included.

        As of March 31, 2010, the U.S. Installment portfolio totaled approximately $69 billion, while the U.S. Other Revolving portfolio was approximately $0.9 billion. While substantially all of the U.S. Installment portfolio is managed underLCL within Citi Holdings, it does include $0.4 billion of Consumer Retail Banking loans which are reported in Citicorp. The U.S. Other Revolving portfolio is managed under Citicorp. The U.S. Installment portfolio includes approximately $33 billion of Student Loans originated under the Federal Family Education Loan Program (FFELP) where losses are substantially mitigated by federal guarantees if the loans are properly serviced. In addition, there are approximately $6 billion of non-FFELP Student Loans where losses are mitigated by private insurance. These insurance providers insure the Company against a significant portion of losses arising from borrower loan default, bankruptcy or death.

        Approximately 39% of the Installment portfolio had FICO credit scores less than 620 on a refreshed basis. Approximately 29% of the Other Revolving portfolio is composed of loans having FICO less than 620.

Balances: March 31, 2010

Refreshed
 Installment Other Revolving 

FICO ³ 660

  47% 56%

620 £ FICO < 660

  14% 15%

FICO < 620

  39% 29%

Note: Based on balances of $67 billion for Installment and $0.8 billion for Other Revolving. Excludes Canada and Puerto Rico. Excludes balances where FICO was unavailable ($1.8 billion for Installment, $0.1 billion for Other Revolving).

        The table below provides delinquency statistics for loans 90+DPD for both the Installment and Other Revolving portfolios. Loans 90+DPD are more likely to be associated with low refreshed FICO scores both because low scores are indicative of repayment risk and because their delinquency has been reported by Citigroup to the credit bureaus. On a refreshed basis, loans with FICO scores of less than 620 exhibit significantly higher delinquencies than in any other FICO band and will drive the majority of the losses.

90+DPD Delinquency Rate: March 31, 2010

Refreshed
 Installment
90+DPD%
 Other Revolving
90+DPD%
 

FICO ³ 660

  0.2% 0.0%

620 £ FICO < 660

  1.1% 0.8%

FICO < 620

  7.2% 8.1%

Note: Based on balances of $67 billion for Installment and $0.8 billion for Other Revolving. Excludes Canada and Puerto Rico.


Table of Contents

Interest Rate Risk Associated with Consumer Mortgage Lending Activity

        Citigroup originates and funds mortgage loans. As with all other lending activity, this exposes Citigroup to several risks, including credit, liquidity and interest rate risks. To manage credit and liquidity risk, Citigroup sells most of the mortgage loans it originates, but retains the servicing rights. These sale transactions create an intangible asset referred to as mortgage servicing rights (MSRs). The fair value of this asset is primarily affected by changes in prepayments that result from shifts in mortgage interest rates. Thus, by retaining the servicing rights of sold mortgage loans, Citigroup is still exposed to interest rate risk.

        In managing this risk, Citigroup hedges a significant portion of the value of its MSRs through the use of interest rate derivative contracts, forward purchase commitments of mortgage-backed securities, and purchased securities classified as trading (primarily mortgage-backed securities including principal-only strips).

        Since the change in the value of these hedging instruments does not perfectly match the change in the value of the MSRs, Citigroup is still exposed to what is commonly referred to as "basis risk." Citigroup manages this risk by reviewing the mix of the various hedging instruments referred to above on a daily basis.

        Citigroup's MSRs totaled $6.439 billion and $6.530 billion at March 31, 2010 and December 31, 2009, respectively. For additional information on Citi's MSRs, see Notes 11 and 14 to the Consolidated Financial Statements.

        As part of the mortgage lending activity, Citigroup commonly enters into purchase commitments to fund residential mortgage loans at specific interest rates within a given period of time, generally up to 60 days after the rate has been set. If the resulting loans from these commitments will be classified as loans held-for-sale, Citigroup accounts for the commitments as derivatives. Accordingly, the initial and subsequent changes in the fair value of these commitments, which are driven by changes in mortgage interest rates, are recognized in current earnings after taking into consideration the likelihood that the commitment will be funded.

        Citigroup hedges its exposure to the change in the value of these commitments by utilizing hedging instruments similar to those referred to above.


Table of Contents


Corporate Credit Portfolio

        The following table presents credit data for Citigroup's corporate loans and unfunded lending commitments at March 31, 2010. The ratings scale is based on Citi's internal risk ratings, which generally correspond to the ratings as defined by S&P and Moody's.

 
 At March 31, 2010 
Corporate loans(1)
in millions of dollars
 Recorded investment
in loans(2)
 % of total(3) Unfunded
lending commitments
 % of total(3) 

Investment grade(4)

 $116,320  66%$238,157  87%

Non-investment grade(4)

             
 

Noncriticized

  21,102  12  16,220  6 
 

Criticized performing(5)

  24,974  14  16,934  6 
  

Commercial real estate (CRE)

  5,906  3  2,335  1 
  

Commercial and Industrial and Other

  19,068  11  14,599  5 
 

Non-accrual (criticized)(5)

  12,932  7  3,342  1 
  

CRE

  3,406  2  1,229   
  

Commercial and Industrial and Other

  9,526  5  2,113  1 
          

Total non-investment grade

 $59,008  34%$36,496  13%

Private Banking loans managed on a delinquency basis(4)

  13,986     2,279    

Loans at fair value

  2,457         
          

Total corporate loans

 $191,771    $276,932    

Unearned income

  (1,436)        
          

Corporate loans, net of unearned income

 $190,335    $276,932    
          

(1)
Includes $1.1 billion of TDRs for which concessions, such as the reduction of interest rates or the deferral of interest or principal payments, have been granted as a result of deterioration in the borrowers' financial condition. Each of the borrowers is current under the restructured terms.

(2)
Recorded investment in a loan includes accrued interest, net deferred loan fees and costs, unamortized premium or discount, less any direct write-downs.

(3)
Percentages disclosed above exclude Private Banking loans managed on a delinquency basis and loans at fair value.

(4)
Held-for-investment loans accounted for on an amortized cost basis.

(5)
Criticized exposures correspond to the "Special Mention," "Substandard" and "Doubtful" asset categories defined by banking regulatory authorities.

Table of Contents

        The following tables represent the corporate credit portfolio (excluding Private Banking), before consideration of collateral, by maturity at March 31, 2010. The corporate portfolio is broken out by direct outstandings that include drawn loans, overdrafts, interbank placements, bankers' acceptances, certain investment securities and leases and unfunded commitments that include unused commitments to lend, letters of credit and financial guarantees.

 
 At March 31, 2010 
In billions of dollars Due
within
1 year
 Greater than 1 year
but within
5 years
 Greater
than
5 years
 Total
exposure
 

Direct outstandings

 $199 $60 $7 $266 

Unfunded lending commitments

  157  111  10  278 
          

Total

 $356 $171 $17 $544 
          


 
 At December 31, 2009 
In billions of dollars Due
within
1 year
 Greater
than 1 year
but within
5 years
 Greater
than
5 years
 Total
exposure
 

Direct outstandings

 $213 $66 $7 $286 

Unfunded lending commitments

  182  120  10  312 
          

Total

 $395 $186 $17 $598 
          

Portfolio Mix

        The corporate credit portfolio is diverse across counterparty and industry, and geography. The following table shows direct outstandings and unfunded commitments by region:

 
 March 31,
2010
 December 31,
2009
 

North America

  46% 51%

EMEA

  29  27 

Latin America

  15  9 

Asia

  10  13 
      

Total

  100% 100%
      

        The maintenance of accurate and consistent risk ratings across the corporate credit portfolio facilitates the comparison of credit exposure across all lines of business, geographic regions and products.

        Obligor risk ratings reflect an estimated probability of default for an obligor and are derived primarily through the use of statistical models (which are validated periodically), external rating agencies (under defined circumstances) or approved scoring methodologies. Facility risk ratings are assigned, using the obligor risk rating, and then factors that affect the loss-given default of the facility, such as support or collateral, are taken into account. With regard to climate change risk, factors evaluated include consideration of the business impact, impact of regulatory requirements, or lack thereof, and impact of physical effects on obligors and their assets.

        These factors may adversely affect the ability of some obligors to perform and thus increase the risk of lending activities to these obligors. Citigroup also has incorporated climate risk assessment criteria for certain obligors, as necessary.

        Internal obligor ratings equivalent to BBB and above are considered investment grade. Ratings below the equivalent of the BBB category are considered non-investment grade.

        The following table presents the corporate credit portfolio by facility risk rating at March 31, 2010 and December 31, 2009, as a percentage of the total portfolio:

 
 Direct outstandings and
unfunded commitments
 
 
 March 31,
2010
 December 31,
2009
 

AAA/AA/A

  54% 58%

BBB

  27  24 

BB/B

  12  11 

CCC or below

  7  7 

Unrated

     
      

Total

  100% 100%
      

        The corporate credit portfolio is diversified by industry, with a concentration only in the financial sector, including banks, other financial institutions, insurance companies, investment banks and government and central banks. The following table shows the allocation of direct outstandings and unfunded commitments to industries as a percentage of the total corporate portfolio:

 
 Direct outstandings and
unfunded commitments
 
 
 March 31,
2010
 December 31,
2009
 

Government and central banks

  13% 12%

Banks

  11  9 

Investment banks

  6  5 

Other financial institutions

  5  12 

Utilities

  4  4 

Insurance

  4  4 

Petroleum

  4  4 

Agriculture and food preparation

  4  4 

Telephone and cable

  3  3 

Industrial machinery and equipment

  2  2 

Global information technology

  2  2 

Chemicals

  2  2 

Real estate

  3  3 

Other industries(1)

  37  34 
      

Total

  100% 100%
      

(1)
Includes all other industries, none of which exceeds 2% of total outstandings.

Table of Contents

Credit Risk Mitigation

        As part of its overall risk management activities, Citigroup uses credit derivatives and other risk mitigants to hedge portions of the credit risk in its portfolio, in addition to outright asset sales. The purpose of these transactions is to transfer credit risk to third parties. The results of the mark-to-market and any realized gains or losses on credit derivatives are reflected in thePrincipal transactions line on the Consolidated Statement of Income.

        At March 31, 2010 and December 31, 2009, $53.1 billion and $59.6 billion, respectively, of credit risk exposure were economically hedged. Citigroup's expected loss model used in the calculation of its loan loss reserve does not include the favorable impact of credit derivatives and other risk mitigants. In addition, the reported amounts of direct outstandings and unfunded commitments in this report do not reflect the impact of these hedging transactions. At March 31, 2010 and December 31, 2009, the credit protection was economically hedging underlying credit exposure with the following risk rating distribution, respectively:

Rating of Hedged Exposure

 
 March 31,
2010
 December 31,
2009
 

AAA/AA/A

  45% 45%

BBB

  37  37 

BB/B

  12  11 

CCC or below

  6  7 
      

Total

  100% 100%
      

        At March 31, 2010 and December 31, 2009, the credit protection was economically hedging underlying credit exposure with the following industry distribution, respectively:

Industry of Hedged Exposure

 
 March 31,
2010
 December 31,
2009
 

Utilities

  8% 9%

Telephone and cable

  8  9 

Agriculture and food preparation

  8  8 

Chemicals

  7  8 

Petroleum

  6  6 

Industrial machinery and equipment

  6  6 

Autos

  6  6 

Retail

  5  4 

Insurance

  4  4 

Other financial institutions

  4  4 

Pharmaceuticals

  4  5 

Natural gas distribution

  4  3 

Metals

  4  4 

Global information technology

  3  3 

Other industries(1)

  23  21 
      

Total

  100% 100%
      

(1)
Includes all other industries, none of which is greater than 2% of the total hedged amount.

Table of Contents


MARKET RISK MANAGEMENT PROCESS

        Market risk encompasses liquidity risk and price risk, both of which arise in the normal course of business of a global financial intermediary. Liquidity risk is the risk that an entity may be unable to meet a financial commitment to a customer, creditor, or investor when due. Liquidity risk is discussed in "Capital Resources and Liquidity."Liquidity" above. Price risk is the earnings risk from changes in interest rates, foreign exchange rates, equity and commodity prices, and in their implied volatilities. Price risk arises in non-trading portfolios, as well as in trading portfolios.

Interest Rate Exposure (IRE) for Non-Trading Portfolios

        The exposures in the following table represent the approximate annualized risk to Net Interest Revenuenet interest revenue (NIR) assuming an unanticipated parallel instantaneous 100bp100 basis points change, as well as a more gradual 100bp (25bps100 basis points (25 basis points per quarter) parallel change in rates as compared with the market forward interest rates in selected currencies.

 
 March 31, 2009 December 31, 2008 March 31, 2008 
In millions of dollars Increase Decrease Increase Decrease Increase Decrease 

U.S. dollar

                   

Instantaneous change

 $(1,654)$1,543 $(801)$391 $(1,423)$1,162 

Gradual change

 $(888)$660 $(456)$81 $(781)$666 
              

Mexican peso

                   

Instantaneous change

 $(20)$20 $(18)$18 $(20)$20 

Gradual change

 $(14)$14 $(14)$14 $4 $(4)
              

Euro

                   

Instantaneous change

 $11 $(12)$(56)$57 $(51)$51 

Gradual change

 $12 $(12)$(43)$43 $(39)$39 
              

Japanese yen

                   

Instantaneous change

 $195  NM $172  NM $65  NM 

Gradual change

 $122  NM $51  NM $43  NM 
              

Pound sterling

                   

Instantaneous change

 $1 $(5)$(1)$1 $(17)$17 

Gradual change

 $(1)$1 $ $ $(4)$4 
              

 
 March 31, 2010 December 31, 2009 March 31, 2009 
In millions of dollars Increase Decrease Increase Decrease Increase Decrease 

U.S. dollar

                   

Instantaneous change

 $(488) NM $(859) NM $(843) NM 

Gradual change

 $(110) NM $(460) NM $(497) NM 
              

Mexican peso

                   

Instantaneous change

 $42  (42)$50 $(50)$(20)$20 

Gradual change

 $21  (21)$26 $(26)$(14)$14 
              

Euro

                   

Instantaneous change

 $(56) NM $85  NM $37 $(37)

Gradual change

 $(50) NM $47  NM $23 $(23)
              

Japanese yen

                   

Instantaneous change

 $148  NM $200  NM $194  NM 

Gradual change

 $97  NM $116  NM $116  NM 
              

Pound sterling

                   

Instantaneous change

 $(3) NM $(11) NM $15 $(15)

Gradual change

 $(5) NM $(6) NM $7 $(7)
              

NM    Not meaningful. A 100 basis point decrease in interest rates would imply negative rates for the Japanese yen yield curve.

        Certain trading-oriented businesses within Citi have accrual-accounted positions. The U.S. dollar IRE associated with these businesses is ($92) million for a 100 basis points instantaneous increase in interest rates. The changes in the U.S. dollar interest rate exposuresIRE from December 31, 2008 are related to Citi'sthe previous period reflect changes in the customer-related asset and liability mix, the expected impact of market rates on customer behavior and Citigroup's view of prevailing interest rates and incremental assets added to the non-trading portfolio that were previously held as mark to market securities.rates.

        The following table shows the risk to NIR from six different changes in the implied forwardimplied-forward rates. Each scenario assumes that the rate change will occur on a gradual basis every three months over the course of one year.

 
 Scenario 1 Scenario 2 Scenario 3 Scenario 4 Scenario 5 Scenario 6 

Overnight rate change (bp)

    100  200  (200) (100)  

10-year rate change (bp)

  (100)   100  (100)   100 

Impact to net interest revenue(in millions of dollars)

 
$

(98

)

$

(748

)

$

(1,337

)

$

616
 
$

411
 
$

(161

)
              

 
 Scenario 1 Scenario 2 Scenario 3 Scenario 4 Scenario 5 Scenario 6 

Overnight rate change (bps)

    100  200  (200) (100)  

10-year rate change (bps)

  (100)   100  (100)   100 
              

Impact to net interest revenue
(in millions of dollars)

 
$

67
 
$

(278

)

$

(703

)
 
NM
  
NM
 
$

48
 
              

NM    Not meaningful. A 100 basis point or more decrease in the overnight rate would imply negative rates for the yield curve.


Table of Contents

Value at Risk (VAR)for Trading Portfolios

        For Citigroup's major trading centers, the aggregate pretax VARvalue at risk (VAR) in the trading portfolios was $292$172 million, $319$205 million, $273 million and $393$292 million at March 31, 2009,2010, December 31, 2008,2009, September 30, 2009, and March 31, 2008,2009, respectively. Daily exposuresCitigroup trading VAR averaged $291$200 million and ranged from $145 million to $289 million during the first quarter of 2009 and ranged from $251 million to $335 million.2010. The following table summarizes VAR tofor Citigroup trading portfolios at March 31, 2009,2010, December 31, 2008,2009, September 30, 2009, and March 31, 2008,2009, including the Totaltotal VAR, the specific risk only component of VAR, and the general market factors only VAR, along with the quarterly averages:averages. Citigroup moved guidelines under SFAS 133 to SFAS 157/159 for mark-to-market trading on February 1, 2010.

In million of dollars March 31,
2009
 First Quarter
2009 Average
 December 31,
2008
 Fourth Quarter
2008 Average
 March 31,
2008
 First Quarter
2008 Average
 

Interest rate

 $239 $272 $320 $272 $281 $283 

Foreign exchange

  38  73  118  80  77  45 

Equity

  144  97  84  94  235  125 

Commodity

  34  22  15  16  53  47 

Covariance adjustment

  (163) (173) (218) (167) (253) (159)
              

Total—All market risk factors, including general and specific risk

 $292 $291 $319 $295 $393 $341 
              

Specific risk only component

 $14 $19 $8 $25 $39 $37 
              

Total—General market factors only

 $278 $272 $311 $270 $354 $304 
              

In million of dollars March 31,
2010
 First
Quarter
2010
Average
 December 31,
2009
 Fourth
Quarter
2009
Average
 March 31,
2009
 First
Quarter
2009
Average
 

Interest rate

 $201 $193 $192 $216 $239 $272 

Foreign exchange

  53  51  45  37  38  73 

Equity

  49  73  69  62  144  97 

Commodity

  17  18  18  38  33  22 

Diversification benefit

  (148) (135) (119) (121) (162) (173)
              

Total—All market risk factors, including general and specific risk

 $172 $200 $205 $232 $292 $291 
              

Specific risk only component

 $15 $20 $20 $22 $14 $19 
              

Total—General market factors only

 $157 $180 $185 $210 $278 $272 
              

        The specific risk only component represents the level of equity and debt issuer-specific risk embedded in VAR. Citigroup's specific risk model conforms to the 4x-multiplier treatment and is subject to extensive annual hypothetical back-testing.

        The table below provides the range of VAR in each typemarket factor VARs, inclusive of trading portfolio that was experienced duringspecific risk, across the quarters ended:

 
 March 31, 2009 December 31, 2008 March 31, 2008 
In millions of dollars Low High Low High Low High 

Interest rate

 $209 $320 $227 $328 $278 $293 

Foreign exchange

  29  140  43  130  23  77 

Equity

  47  167  68  122  58  235 

Commodity

  12  34  12  22  36  58 
              

 
 March 31,
2010
 December 31,
2009
 March 31,
2009
 
In millions of dollars Low High Low High Low High 

Interest rate

 $171 $228 $185 $241 $209 $320 

Foreign exchange

  37  78  18  98  29  140 

Equity

  47  111  46  91  47  167 

Commodity

  15  20  18  47  12  34 
              

        The following table provides the VAR forS&B for the first quarter of 2010 and fourth quarter of 2009:

In millions of dollars March 31,
2010
 December 31,
2009
 

Total—All market risk factors, including general and specific risk

 $104 $149 
      

Average—during quarter

  144  174 

High—during quarter

  235  206 

Low—during quarter

  99  144 
      

Table of Contents

OPERATIONAL RISK MANAGEMENT PROCESS

        Operational risk is the risk of loss resulting from inadequate or failed internal processes, systems or human factors, or from external events. It includes the reputation and franchise risk associated with business practices or market conduct in which the Company is involved. Operational risk is inherent in Citigroup's global business activities and, as with other risk types, is managed through an overall framework designed to balance strong corporate oversight with well-defined independent risk management. This framework includes:

        The goal is to keep operational risk at appropriate levels relative to the characteristics of our businesses, the markets in which we operate, our capital and liquidity, and the competitive, economic and regulatory environment. Notwithstanding these controls, Citigroup incurs operational losses.

Framework

        To monitor, mitigate and control operational risk, Citigroup maintains a system of comprehensive policies and has established a consistent, value-added framework for assessing and communicating operational risk and the overall effectiveness of the internal control environment across Citigroup. An Operational Risk Council has been established to provide oversight for operational risk across Citigroup. The Council's membership includes senior members of the Chief Risk Officer's organization covering multiple dimensions of risk management with representatives of the Business and Regional Chief Risk Officers' organizations and the Business Management Group. The Council's focus is on further advancing operational risk management at Citigroup with focus on proactive identification and mitigation of operational risk and related incidents. The Council works with the business segments and the control functions to help ensure a transparent, consistent and comprehensive framework for managing operational risk globally.

        Each major business segment must implement an operational risk process consistent with the requirements of this framework. The process for operational risk management includes the following steps:

        The operational risk standards facilitate the effective communication and mitigation of operational risk both within and across businesses. As new products and business activities are developed, processes are designed, modified or sourced through alternative means and operational risks are considered. Information about the businesses' operational risk, historical losses, and the control environment is reported by each major business segment and functional area, and summarized for Senior Management and the Citigroup Board of Directors.

Measurement and Basel II

        To support advanced capital modeling and management, the businesses are required to capture relevant operational risk capital information. An enhanced version of the risk capital model for operational risk has been developed and implemented across the major business segments as a step toward readiness for Basel II capital calculations. The risk capital calculation is designed to qualify as an "Advanced Measurement Approach" under Basel II. It uses a combination of internal and external loss data to support statistical modeling of capital requirement estimates, which are then adjusted to reflect qualitative data regarding the operational risk and control environment.

Information Security and Continuity of Business

        Information security and the protection of confidential and sensitive customer data are a priority of Citigroup. The Company has implemented an Information Security Program that complies with the Gramm-Leach-Bliley Act and other regulatory guidance. The Information Security Program is reviewed and enhanced periodically to address emerging threats to customers' information.

        The Corporate Office of Business Continuity, with the support of Senior Management, continues to coordinate global preparedness and mitigate business continuity risks by reviewing and testing recovery procedures.


Table of Contents

COUNTRY AND CROSS-BORDER RISK

        The table below shows all countries where total FFIEC cross-border outstandings exceed 0.75% of total Citigroup assets:

March 31, 2009 December 31, 2008 
Cross-Border Claims on Third Parties 
In Billions of U.S. dollars Banks Public Private Total Trading
and
Short-
Term
Claims
 Investments
in and
Funding of
Local
Franchises
 Total
Cross-
Border
Outstandings
 Commitments Total
Cross-
Border
Outstandings
 Commitments 

India

 $1.0 $ $6.9 $7.9 $5.0 $19.6 $27.5 $1.5 $28.0 $1.6 

South Korea

  2.4  1.0  4.4  7.8  7.6  17.6  25.4  14.3  22.0  15.7 

Germany

  9.2  3.0  8.2  20.4  18.5  4.5  24.9  45.9  29.9  48.6 

Cayman Islands

  0.1    22.3  22.4  20.8    22.4  7.2  22.1  8.2 

France

  11.9  2.2  7.3  21.4  18.4  0.4  21.8  64.3  21.4  66.4 

United Kingdom

  9.4  0.1  9.0  18.5  16.2    18.5  122.5  26.3  128.3 

Netherlands

  5.6  1.6  9.7  16.9  11.5    16.9  64.0  17.7  67.4 

Australia

  1.2    1.4  2.6  1.7  12.5  15.1  24.0  12.5  24.8 

Italy

  0.9  7.5  2.0  10.4  8.6 ��3.5  13.9  17.5  14.7  20.2 

Canada

  1.5  0.3  3.1  4.9  3.7  8.2  13.1  30.8  16.1  36.1 
                      

Table of Contents


INTEREST REVENUE/EXPENSE AND YIELDS

Average Rates- Rates—Interest Revenue, Interest Expense, and Net Interest Margin

GRAPHICGRAPHIC

In millions of dollars 1st Qtr.
2009
 4th Qtr.
2008
 1st Qtr.
2008(1)
 Change
1Q09 vs. 1Q08
 

Interest Revenue(2)

 $20,609 $23,911 $29,190  (29)%

Interest Expense(3)

  7,711  10,658  16,122  (52)
          

Net Interest Revenue(2)(3)

 $12,898 $13,253 $13,068  (1)%
          

Interest Revenue—Average Rate

  5.27% 5.81% 6.24% (97) bps 

Interest Expense—Average Rate

  2.16% 2.79% 3.75% (159) bps 

Net Interest Margin (NIM)

  3.30% 3.22% 2.80% 50 bps 
          

Interest Rate Benchmarks:

             

Federal Funds Rate—End of Period

  0.00-0.25% 0.00-0.25% 2.25% (200+) bps 
          

2 Year U.S. Treasury Note—Average Rate

  0.90% 1.22% 2.03% (113) bps 

10 Year U.S. Treasury Note—Average Rate

  2.74% 3.23% 3.67% (93) bps 
          
 

10 Year vs. 2 Year Spread

  184 bps  201 bps  164 bps    
          

In millions of dollars 1st Qtr.
2010
 4th Qtr.
2009
 1st Qtr.
2009
 Change
1Q10 vs. 1Q09
 

Interest revenue(1)

 $20,852 $17,703 $20,583  1%

Interest expense(2)

  6,291  6,542  7,657  (18)%
          

Net interest revenue(1)(2)

 $14,561 $11,161 $12,926  13%
          

Interest revenue—average rate

  4.75% 4.20% 5.31% (56) bps

Interest expense—average rate

  1.60% 1.75% 2.16% (56) bps

Net interest margin

  3.32% 2.65% 3.33% (1) bps
          

Interest-rate benchmarks:

             

Federal Funds rate—end of period

  0.00-0.25% 0.00-0.25% 0.00-0.25%  

Federal Funds rate—average rate

  0.00-0.25% 0.00-0.25% 0.00-0.25%  
          

Two-year U.S. Treasury note—average rate

  0.92% 0.88% 0.90% 2bps

10-year U.S. Treasury note—average rate

  3.72% 3.46% 2.74% 98bps
          

10-year vs. two-year spread

  280bps 258bps 184bps   
          

(1)
Reclassified to conform to the current period's presentation and to exclude discontinued operations.

(2)
Excludes taxable equivalent adjustmentadjustments (based on the U.S. federal statutory tax rate of 35%) of $97$135 million, $159$186 million and $48$97 million for the first quarter of 2009,2010, the fourth quarter of 20082009 and the first quarter of 2008,2009, respectively.

(3)(2)
Excludes expenses associated with hybrid financial instruments and beneficial interest in consolidated VIEs. These obligations are classified asLong-term debt and accounted for at fair value with changes recorded inPrincipal transactions.

        A significant portion of the Company'sCiti's business activities isare based upon gathering deposits and borrowing money and then lending or investing those funds, including market-making activities in tradable securities. Net interest margin (NIM) is calculated by dividing annualized gross interest revenue less gross interest expense by average interest earning assets.assets (which includes non-accrual loans).

        DuringNIM increased by 67 basis points during the first quarter of 2009,2010, primarily driven by the significantly lower costadoption of funding more than offsetSFAS 166/167. Additionally, the lower asset yields, resultingabsence of interest on the trust preferred securities repaid in higher NIM. The widening between the short-termfourth quarter of 2009 and the long-term spreads as well asdeployment of cash into higher-yielding investments favorably impacted NIM during the short-term liability sensitive positions contributed to the upward movement of the NIM. The impact of a full quarter of significantly lower Fed Funds target rate affected the yields on all lines and most significantly on our Deposits with banks and Fed Funds Sold on the asset side and the Deposits and Fed Funds Purchased on the liability side. Additionally, the yield on the floating long-term debt decreased significantly from prior quarters.first quarter.


Table of Contents


AVERAGE BALANCES AND INTEREST RATES—ASSETS(1)(2)(3)(4)

 
 Average Volume Interest Revenue % Average Rate 
In millions of dollars 1st Qtr.
2009
 4th Qtr.
2008
 1st Qtr.
2008
 1st Qtr.
2009
 4th Qtr.
2008
 1st Qtr.
2008
 1st Qtr.
2009
 4th Qtr.
2008
 1st Qtr.
2008
 
Assets                            
Deposits with banks(5) $170,463 $120,963 $63,314 $432 $759 $784  1.03% 2.50% 4.98%
                    
Federal funds sold and securities borrowed or purchased under agreements to resell(6)                            
In U.S. offices $128,004 $141,482 $177,420 $550 $727 $1,746  1.74% 2.04% 3.96%
In offices outside the U.S.(5)  54,631  68,238  104,895  338  677  1,426  2.51  3.95  5.47 
                    
Total $182,635 $209,720 $282,315 $888 $1,404 $3,172  1.97% 2.66% 4.52%
                    
Trading account assets(7)(8)                            
In U.S. offices $147,516 $180,350 $254,155 $1,984 $2,708 $3,634  5.45% 5.97% 5.75%
In offices outside the U.S.(5)  116,492  128,375  180,714  974  1,184  1,165  3.39  3.67  2.59 
                    
Total $264,008 $308,725 $434,869 $2,958 $3,892 $4,799  4.54% 5.02% 4.44%
                    
Investments(1)                            
In U.S. offices                            
 Taxable $121,901 $113,882 $104,474 $1,480 $1,377 $1,179  4.92% 4.81% 4.54%
 Exempt from U.S. income tax  14,574  15,159  13,031  118  180  159  3.28  4.72  4.91 
In offices outside the U.S.(5)  107,639  90,311  99,762 ��1,578  1,329  1,349  5.95  5.85  5.44 
                    
Total $244,114 $219,352 $217,267 $3,176 $2,886 $2,687  5.28% 5.23% 4.97%
                    
Loans (net of unearned income)(9)                            
Consumer loans                            
In U.S. offices $356,600 $364,433 $385,485 $6,252 $6,826 $7,528  7.11% 7.45% 7.85%
In offices outside the U.S.(5)  148,014  159,494  181,151  3,507  3,974  4,829  9.61  9.91  10.72 
                    
Total consumer loans $504,614 $523,927 $566,636 $9,759 $10,800 $12,357  7.84% 8.20% 8.77%
                    
Corporate loans                            
In U.S. offices $46,868 $48,184 $43,523 $579 $670 $648  5.01% 5.53% 5.99%
In offices outside the U.S.(5)  120,233  129,269  153,034  2,517  2,983  3,409  8.49  9.18  8.96 
                    
Total corporate loans $167,101 $177,453 $196,557 $3,096 $3,653 $4,057  7.51% 8.19% 8.30%
                    
Total loans $671,715 $701,380 $763,193 $12,855 $14,453 $16,414  7.76% 8.20% 8.65%
                    
Other interest-earning Assets $53,163 $75,714 $119,148 $300 $517 $1,334  2.29% 2.72% 4.50%
                    
Total interest-earning Assets $1,586,098 $1,635,854 $1,880,106 $20,609 $23,911 $29,190  5.27% 5.81% 6.24%
                       
Non-interest-earning assets(7)  321,873  406,405  407,606                   
Total Assets from discontinued operations   $11,415  37,656                   
                          
Total assets $1,907,971 $2,053,674 $2,325,368                   
                          

 
 Average Volume Interest Revenue % Average Rate 
In millions of dollars 1st Qtr.
2010
 4th Qtr.
2009
 1st Qtr.
2009
 1st Qtr.
2010
 4th Qtr.
2009
 1st Qtr.
2009
 1st Qtr.
2010
 4th Qtr.
2009
 1st Qtr.
2009
 

Assets

                            

Deposits with banks(5)

 $166,378 $219,321 $169,142 $290 $352 $436  0.71% 0.64% 1.05%
                    

Federal funds sold and securities borrowed or purchased under agreements to resell(6)

                            

In U.S. offices

 $160,033 $154,035 $128,004 $471 $434 $550  1.19% 1.12% 1.74%

In offices outside the U.S.(5)

  78,052  71,031  52,431  281  243  335  1.46  1.36  2.59 
                    

Total

 $238,085 $225,066 $180,435 $752 $677 $885  1.28% 1.19% 1.99%
                    

Trading account assets(7)(8)

                            

In U.S. offices

 $131,776 $140,299 $147,516 $1,069 $1,407 $1,984  3.29% 3.98% 5.45%

In offices outside the U.S.(5)

  152,403  147,180  108,451  803  790  967  2.14  2.13  3.62 
                    

Total

 $284,179 $287,479 $255,967 $1,872 $2,197 $2,951  2.67% 3.03% 4.68%
                    

Investments

                            

In U.S. offices

                            
 

Taxable

 $150,858 $129,925 $121,901 $1,389 $1,486 $1,480  3.73% 4.54% 4.92%
 

Exempt from U.S. income tax(1)

  15,570  16,423  14,574  173  273  118  4.51  6.60  3.28 

In offices outside the U.S.(5)

  144,892  128,160  106,950  1,547  1,466  1,578  4.33  4.54  5.98 
                    

Total

 $311,320 $274,508 $243,425 $3,109 $3,225 $3,176  4.05% 4.66% 5.29%
                    

Loans (net of unearned income)(9)

                            

Consumer loans

                            

In U.S. offices

 $391,753 $291,574 $322,986 $9,152 $5,219 $6,254  9.47% 7.10% 7.85%

In offices outside the U.S.(5)

  146,538  151,229  149,341  3,756  3,856  3,999  10.40  10.12  10.86 
                    

Total consumer loans

 $538,291 $442,803 $472,327 $12,908 $9,075 $10,253  9.73% 8.13% 8.80%
                    

Corporate loans

                            

In U.S. offices

 $87,631 $64,887 $80,482 $359 $448 $577  1.66% 2.74% 2.91%

In offices outside the U.S.(5)

  107,950  112,448  118,906  1,406  1,549  2,025  5.28  5.47  6.91 
                    

Total corporate loans

 $195,581 $177,335 $199,388 $1,765 $1,997 $2,602  3.66% 4.47% 5.29%
                    

Total loans

 $733,872 $620,138 $671,715 $14,673 $11,072 $12,855  8.11% 7.08% 7.76%
                    

Other interest-earning Assets

 $45,894 $45,912 $51,631 $156 $180 $280  1.38% 1.56% 2.20%
                    

Total interest-earning Assets

 $1,779,728 $1,672,424 $1,572,315 $20,852 $17,703 $20,583  4.75% 4.20% 5.31%
                       

Non-interest-earning assets(7)

  233,344  224,932  315,573                   

Total Assets from discontinued operations

      20,083                   
                          

Total assets

 $2,013,072 $1,897,356 $1,907,971                   
                    

(1)
Interest revenue excludes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $97$135 million, $159$186 million and $48$97 million for the first quarter of 2009,2010, the fourth quarter of 20082009 and the first quarter of 2008,2009, respectively.

(2)
Interest rates and amounts include the effects of risk management activities associated with the respective asset and liability categories. See Note 16 to the Consolidated Financial Statements.

(3)
Monthly or quarterly averages have been used by certain subsidiaries where daily averages are unavailable.

(4)
Detailed average volume, interest revenue and interest expense exclude discontinued operations.

(5)
Average rates reflect prevailing local interest rates, including inflationary effects and monetary correction in certain countries.

(6)
Average volumes of securities borrowed or purchased under agreements to resell are reported net pursuant to FIN 41 and Interest revenue excludes the impact of FIN 41.

(7)
The fair value carrying amounts of derivative and foreign exchange contracts are reported in non-interest-earning assets and other non-interest-bearing liabilities.

(8)
Interest expense onTrading account liabilities ofICG is reported as a reduction of Interest revenue. Interest revenue and Interest expense on cash collateral positions are reported inTrading account assets andTrading account liabilities, respectively.

(9)
Includes cash-basis loans.

Reclassified to conform to the current period's presentation.


Table of Contents


AVERAGE BALANCES AND INTEREST RATES—LIABILITIES AND EQUITY,
AND NET INTEREST REVENUE(1)(2)(3)(4)

 
 Average Volume Interest Expense % Average Rate 
In millions of dollars 1st Qtr.
2009
 4th Qtr.
2008
 1st Qtr.
2008
 1st Qtr.
2009
 4th Qtr.
2008
 1st Qtr.
2008
 1st Qtr.
2009
 4th Qtr.
2008
 1st Qtr.
2008
 
Liabilities                            
Deposits                            
In U. S. offices                            
 Savings deposits(5) $164,977 $164,111 $164,945 $334 $587 $1,040  0.82% 1.42% 2.54%
 Other time deposits  61,283  58,359  64,792  715  659  777  4.73  4.49  4.82 
In offices outside the U.S.(6)  408,840  434,845  506,228  1,799  2,834  4,377  1.78  2.59  3.48 
                    
Total $635,100 $657,315 $735,965 $2,848 $4,080 $6,194  1.82% 2.47% 3.38%
                    
Federal funds purchased and securities loaned or sold under agreements to repurchase(7)                            
In U.S. offices $152,256 $176,526 $209,878 $316 $547 $2,035  0.84% 1.23% 3.90%
In offices outside the U.S.(6)  71,133  85,673  120,066  803  1,179  1,868  4.58  5.47  6.26 
                    
Total $223,389 $262,199 $329,944 $1,119 $1,726 $3,903  2.03% 2.62% 4.76%
                    
Trading account liabilities(8)(9)                            
In U.S. offices $20,712 $30,206 $37,713 $93 $173 $270  1.82% 2.28% 2.88%
In offices outside the U.S.(6)  31,965  33,562  53,432  20  25  63  0.25  0.30  0.47 
                    
Total $52,677 $63,768 $91,145 $113 $198 $333  0.87% 1.24% 1.47%
                    
Short-term borrowings                            
In U.S. offices $148,673 $147,386 $167,619 $367 $546 $1,152  1.00% 1.47% 2.76%
In offices outside the U.S.(6)  41,249  48,834  64,414  130  165  229  1.28  1.34  1.43 
                    
Total $189,922 $196,220 $232,033 $497 $711 $1,381  1.06% 1.44% 2.39%
                    
Long-term debt(10)                            
In U.S. offices $309,670 $306,933 $299,347 $2,820 $3,560 $3,831  3.69% 4.61% 5.15%
In offices outside the U.S.(6)  34,108  34,323  39,790  314  383  480  3.73  4.44  4.85 
                    
Total $343,778 $341,256 $339,137 $3,134 $3,943 $4,311  3.70% 4.60% 5.11%
                    
Total interest-bearing liabilities $1,444,866 $1,520,758 $1,728,224 $7,711 $10,658 $16,122  2.16% 2.79% 3.75%
                       
Demand deposits in U.S. offices  15,383  15,162  12,960                   
Other non-interest-bearing liabilities(8)  304,425  370,536  438,301                   
Total liabilities from discontinued operations    10,122  18,928                   
                          
Total liabilities $1,764,674 $1,916,578 $2,198,413                   
                          
Total Citigroup stockholders' equity(11) $143,297 $137,096 $126,955                   
                          
Total liabilities and Citigroup stockholders' equity $1,907,971 $2,053,674 $2,325,368                   
                    
Net interest revenue as a percentage of average interest-earning assets(12)                            
In U.S. offices $970,429 $944,288 $1,064,593 $6,643 $6,706 $6,132  2.78% 2.83% 2.32%
In offices outside the U.S.(6)  615,669  691,566  815,513  6,255  6,547  6,936  4.12  3.77  3.42 
                    
Total $1,586,098 $1,635,854 $1,880,106 $12,898 $13,253 $13,068  3.30% 3.22% 2.80%
                    

 
 Average Volume Interest Expense % Average Rate 
In millions of dollars 1st Qtr.
2010
 4th Qtr.
2009
 1st Qtr.
2009
 1st Qtr.
2010
 4th Qtr.
2009
 1st Qtr.
2009
 1st Qtr.
2010
 4th Qtr.
2009
 1st Qtr.
2009
 

Liabilities

                            

Deposits

                            

In U. S. offices

                            
 

Savings deposits(5)

 $178,266 $184,894 $164,977 $458 $520 $633  1.04% 1.12% 1.56%
 

Other time deposits

  54,391  57,284  61,283  143  186  416  1.07  1.29  2.75 

In offices outside the U.S.(6)

  481,002  478,233  408,840  1,479  1,454  1,799  1.25  1.21  1.78 
                    

Total

 $713,659 $720,411 $635,100 $2,080 $2,160 $2,848  1.18% 1.19% 1.82%
                    

Federal funds purchased and securities loaned or sold under agreements to repurchase(7)

                            

In U.S. offices

 $120,695 $115,656 $152,256 $179 $136 $316  0.60% 0.47% 0.84%

In offices outside the U.S.(6)

  79,447  74,200  68,184  475  490  788  2.42  2.62  4.69 
                    

Total

 $200,142 $189,856 $220,440 $654 $626 $1,104  1.33% 1.31% 2.03%
                    

Trading account liabilities(8)(9)

                            

In U.S. offices

 $32,642 $29,908 $20,712 $44 $51 $93  0.55% 0.68% 1.82%

In offices outside the U.S.(6)

  46,905  41,790  31,101  19  18  15  0.16  0.17  0.20 
                    

Total

 $79,547 $71,698 $51,813 $63 $69 $108  0.32% 0.38% 0.85%
                    

Short-term borrowings

                            

In U.S. offices

 $152,785 $99,325 $148,673 $204 $215 $367  0.54% 0.86% 1.00%

In offices outside the U.S.(6)

  27,659  32,016  35,214  72  82  96  1.06  1.02  1.11 
                    

Total

 $180,444 $131,341 $183,887 $276 $297 $463  0.62% 0.90% 1.02%
                    

Long-term debt(10)

                            

In U.S. offices

 $397,113 $340,287 $309,670 $3,005 $3,148 $2,820  3.07% 3.67% 3.69%

In offices outside the U.S.(6)

  25,955  25,704  34,058  213  242  314  3.33  3.74  3.74 
                    

Total

 $423,068 $365,991 $343,728 $3,218 $3,390 $3,134  3.08% 3.67% 3.70%
                    

Total interest-bearing liabilities

 $1,596,860 $1,479,297 $1,434,968 $6,291 $6,542 $7,657  1.60% 1.75% 2.16%
                       

Demand deposits in U.S. offices

  16,675  38,567  15,383                   

Other non-interest-bearing liabilities(8)

  247,365  234,746  300,614                   

Total liabilities from discontinued operations

      11,698                   
                          

Total liabilities

 $1,860,900 $1,752,610 $1,762,663                   
                          

Citigroup equity(11)

 $149,993 $142,749 $143,297                   

Non controlling interest

 $2,179 $1,997 $2,011                   
                          

Total stockholders' equity(11)

 $152,172 $144,746 $145,308                   
                          

Total liabilities and Citigroup stockholders' equity

 $2,013,072 $1,897,356 $1,907,971                   
                    

Net interest revenue as a percentage of average interest-earning assets(12)

                            

In U.S. offices

 $1,080,673 $985,669 $970,429 $8,660 $5,168 $6,643  3.25% 2.08% 2.78%

In offices outside the U.S.(6)

  699,055  686,755  601,886  5,901  5,993  6,283  3.42  3.46  4.23 
                    

Total

 $1,779,728 $1,672,424 $1,572,315 $14,561 $11,161 $12,926  3.32% 2.65% 3.33%
                    

(1)
Interest revenue excludes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $97$135 million, $159$186 million and $48$97 million for the first quarter of 2009,2010, the fourth quarter of 20082009 and the first quarter of 2008,2009, respectively.

(2)
Interest rates and amounts include the effects of risk management activities associated with the respective asset and liability categories. See Note 16.

(3)
Monthly or quarterly averages have been used by certain subsidiaries where daily averages are unavailable.

(4)
Detailed average volume, interest revenue and interest expense exclude discontinued operations.

(5)
Savings deposits consist of Insured Money Market Rate accounts, NOW accounts, and other savings deposits. The interest expense includes FDIC deposit insurance fees and charges of $223 million, $213 million and $299 million for the three months ended March 31, 2010, December 31, 2009 and March 31, 2009, respectively.

(6)
Average rates reflect prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.

(7)
Average volumes of securities loaned or sold under agreements to repurchase are reported net pursuant to FIN 41 and Interest expense excludes the impact of FIN 41.

(8)
The fair value carrying amounts of derivative and foreign exchange contracts are reported in non-interest-earning assets and other non-interest-bearing liabilities.

(9)
Interest expense onTrading account liabilities ofICG is reported as a reduction of Interest revenue. Interest revenue and Interest expense on cash collateral positions are reported inTrading account assets andTrading account liabilities, respectively.

(10)
Excludes hybrid financial instruments and beneficial interests in consolidated VIEs that are classified asLong-term debt as these obligations are accounted for at fair value with changes recorded inPrincipal transactions. In addition, the majority of the funding provided by Treasury to CitiCapital is excluded from this line.

(11)
Includes stockholders' equity from discontinued operations.

(12)
Includes allocations for capital and funding costs based on the location of the asset.

Reclassified to conform to the current period's presentation.


Table of Contents


ANALYSIS OF CHANGES IN INTEREST REVENUE(1)(2)(3)

 
 1st Qtr. 2009 vs. 4th Qtr. 2008 1st Qtr. 2009 vs. 1st Qtr. 2008 
 
 Increase (Decrease)
Due to Change in:
  
 Increase (Decrease)
Due to Change in:
  
 
In millions of dollars Average
Volume
 Average Rate Net Change Average
Volume
 Average Rate Net Change 

Deposits with banks(4)

 $235 $(562)$(327)$609 $(961)$(352)
              

Federal funds sold and securities borrowed or purchased under agreements to resell

                   

In U.S. offices

 $(65)$(112)$(177)$(396)$(800)$(1,196)

In offices outside the U.S.(4)

  (117) (222) (339) (509) (579) (1,088)
              

Total

 $(182)$(334)$(516)$(905)$(1,379)$(2,284)
              

Trading account assets(5)

                   

In U.S. offices

 $(460)$(264)$(724)$(1,445)$(205)$(1,650)

In offices outside the U.S.(4)

  (105) (105) (210) (481) 290  (191)
              

Total

 $(565)$(369)$(934)$(1,926)$85 $(1,841)
              

Investments(1)

                   

In U.S. offices

 $88 $(47)$41 $221 $39 $260 

In offices outside the U.S.(4)

  254  (5) 249  111  118  229 
              

Total

 $342 $(52)$290 $332 $157 $489 
              

Loans—consumer

                   

In U.S. offices

 $(144)$(430)$(574)$(540)$(736)$(1,276)

In offices outside the U.S.(4)

  (278) (189) (467) (822) (500) (1,322)
              

Total

 $(422)$(619)$(1,041)$(1,362)$(1,236)$(2,598)
              

Loans—corporate

                   

In U.S. offices

 $(18)$(73)$(91)$47 $(116)$(69)

In offices outside the U.S.(4)

  (200) (266) (466) (696) (196) (892)
              

Total

 $(218)$(339)$(557)$(649)$(312)$(961)
              

Total loans

 $(640)$(958)$(1,598)$(2,011)$(1,548)$(3,559)
              

Other interest-earning assets

 $(137)$(80)$(217)$(546)$(488)$(1,034)
              

Total interest revenue

 $(947)$(2,355)$(3,302)$(4,447)$(4,134)$(8,581)
              

 
 1st Qtr. 2010 vs. 4th Qtr. 2009 1st Qtr. 2010 vs. 1st Qtr. 2009 
 
 Increase (Decrease)
Due to Change in:
  
 Increase (Decrease)
Due to Change in:
  
 
In millions of dollars Average
Volume
 Average
Rate
 Net
Change
 Average
Volume
 Average
Rate
 Net
Change
 

Deposits with banks(4)

 $(90)$28 $(62)$(7)$(139)$(146)

Federal funds sold and securities borrowed or purchased under agreements to resell

                   

In U.S. offices

 $17 $20 $37 $118 $(197)$(79)

In offices outside the U.S.(4)

  25  13  38  126  (180) (54)
              

Total

 $42 $33 $75 $244 $(377)$(133)
              

Trading account assets(5)

                   

In U.S. offices

 $(82)$(256)$(338)$(194)$(721)$(915)

In offices outside the U.S.(4)

  28  (15) 13  312  (476) (164)
              

Total

 $(54)$(271)$(325)$118 $(1,197)$(1,079)
              

Investments(1)

                   

In U.S. offices

 $221 $(418)$(197)$314 $(350)$(36)

In offices outside the U.S.(4)

  183  (102) 81  473  (504) (31)
              

Total

 $404 $(520)$(116)$787 $(854)$(67)
              

Loans—consumer

                   

In U.S. offices

 $2,083 $1,850 $3,933 $1,471 $1,427 $2,898 

In offices outside the U.S.(4)

  (120) 20  (100) (74) (169) (243)
              

Total

 $1,963 $1,870 $3,833 $1,397 $1,258 $2,655 
              

Loans—corporate

                   

In U.S. offices

 $127 $(216)$(89)$47 $(265)$(218)

In offices outside the U.S.(4)

  (61) (82) (143) (174) (445) (619)
              

Total

 $66 $(298)$(232)$(127)$(710)$(837)
              

Total loans

 $2,029 $1,572 $3,601 $1,270 $548 $1,818 
              

Other interest-earning assets

 $ $(24)$(24)$(28)$(96)$(124)
              

Total interest revenue

 $2,331 $818 $3,149 $2,384 $(2,115)$269 
              

(1)
The taxable equivalent adjustment is based on the U.S. federal statutory tax rate of 35%, and is excluded from this presentation.

(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)
Detailed average volume, interest revenue and interest expense exclude discontinued operations.

(4)
Changes in average rates reflect changes in prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.

(5)
Interest expense onTrading account liabilities ofICG is reported as a reduction of Interest revenue. Interest revenue and Interest expense on cash collateral positions are reported inTrading account assets andTrading account liabilities, respectively.

Table of Contents


ANALYSIS OF CHANGES IN INTEREST EXPENSE AND NET INTEREST REVENUE(1)(2)(3)

 
 1st Qtr. 2009 vs. 4th Qtr. 2008 1st Qtr. 2009 vs. 1st Qtr. 2008 
 
 Increase (Decrease)
Due to Change in:
  
 Increase (Decrease)
Due to Change in:
  
 
In millions of dollars Average
Volume
 Average Rate Net Change Average
Volume
 Average Rate Net Change 

Deposits

                   

In U.S. offices

 $21 $(218)$(197)$(27)$(741)$(768)

In offices outside the U.S.(4)

  (161) (874) (1,035) (726) (1,852) (2,578)
              

Total

 $(140)$(1,092)$(1,232)$(753)$(2,593)$(3,346)
              

Federal funds purchased and securities loaned or sold under agreements to repurchase

                   

In U.S. offices

 $(68)$(163)$(231)$(445)$(1,274)$(1,719)

In offices outside the U.S.(4)

  (183) (193) (376) (636) (429) (1,065)
              

Total

 $(251)$(356)$(607)$(1,081)$(1,703)$(2,784)
              

Trading account liabilities(5)

                   

In U.S. offices

 $(47)$(33)$(80)$(97)$(80)$(177)

In offices outside the U.S.(4)

  (1) (4) (5) (20) (23) (43)
              

Total

 $(48)$(37)$(85)$(117)$(103)$(220)
              

Short-term borrowings

                   

In U.S. offices

 $5 $(184)$(179)$(118)$(667)$(785)

In offices outside the U.S.(4)

  (24) (11) (35) (75) (24) (99)
              

Total

 $(19)$(195)$(214)$(193)$(691)$(884)
              

Long-term debt

                   

In U.S. offices

 $31 $(771)$(740)$128 $(1,139)$(1,011)

In offices outside the U.S.(4)

  (2) (67) (69) (62) (104) (166)
              

Total

 $29 $(838)$(809)$66 $(1,243)$(1,177)
              

Total interest expense

 $(429)$(2,518)$(2,947)$(2,078)$(6,333)$(8,411)
              

Net interest revenue

 $(518)$163 $(355)$(2,369)$2,199 $(170)
              

 
 1st Qtr. 2010 vs. 4th Qtr. 2009 1st Qtr. 2010 vs. 1st Qtr. 2009 
 
 Increase (Decrease)
Due to Change in:
  
 Increase (Decrease)
Due to Change in:
  
 
In millions of dollars Average
Volume
 Average
Rate
 Net
Change
 Average
Volume
 Average
Rate
 Net
Change
 

Deposits

                   

In U.S. offices

 $(27)$(78)$(105)$29 $(477)$(448)

In offices outside the U.S.(4)

  8  17  25  282  (602) (320)
              

Total

 $(19)$(61)$(80)$311 $(1,079)$(768)
              

Federal funds purchased and securities loaned or sold under agreements to repurchase

                   

In U.S. offices

 $6 $37 $43 $(58)$(79)$(137)

In offices outside the U.S.(4)

  33  (48) (15) 114  (427) (313)
              

Total

 $39 $(11)$28 $56 $(506)$(450)
              

Trading account liabilities(5)

                   

In U.S. offices

 $4 $(11)$(7)$37 $(86)$(49)

In offices outside the U.S.(4)

  2  (1) 1  7  (3) 4 
              

Total

 $6 $(12)$(6)$44 $(89)$(45)
              

Short-term borrowings

                   

In U.S. offices

 $90 $(101)$(11)$10 $(173)$(163)

In offices outside the U.S.(4)

  (12) 2  (10) (20) (4) (24)
              

Total

 $78 $(99)$(21)$(10)$(177)$(187)
              

Long-term debt

                   

In U.S. offices

 $480 $(623)$(143)$712 $(527)$185 

In offices outside the U.S.(4)

  2  (31) (29) (69) (32) (101)
              

Total

 $482 $(654)$(172)$643 $(559)$84 
              

Total interest expense

 $586 $(837)$(251)$1,044 $(2,410)$(1,366)
              

Net interest revenue

 $1,745 $1,655 $3,400 $1,340 $295 $1,635 
              

(1)
The taxable equivalent adjustment is based on the U.S. federal statutory tax rate of 35%, and is excluded from this presentation.

(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)
Detailed average volume, interest revenue and interest expense exclude discontinued operations.

(4)
Changes in average rates reflect changes in prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.

(5)
Interest expense onTrading account liabilities ofICG is reported as a reduction of Interest revenue. Interest revenue and Interest expense on cash collateral positions are reported inTrading account assets andTrading account liabilities, respectively.

Table of Contents


CROSS BORDER RISK

        The table below shows all countries where total Federal Financial Institutions Examination Council (FFIEC) cross-border outstandings exceed 0.75% of total Citigroup assets:

 
 Cross-Border Claims on Third Parties March 31, 2010 December 31, 2009 
In billions of U.S. dollars Banks Public Private Total Trading and
Short-Term
Claims
 Investments
in and
Funding of
Local
Franchises
 Total
Cross-Border
Outstandings
 Commitments Total
Cross-Border
Outstandings
 Commitments 

France

 $13.0 $13.4 $13.4 $39.8 $30.5 $0.1 $39.9 $60.0 $32.7 $68.5 

Germany

  11.4  10.4  6.2  28.0  20.7  4.7  32.7  46.9  28.5  53.1 

India

  2.2  0.3  12.7  15.2  12.5  15.9  31.1  1.7  28.0  1.8 

Cayman Islands

  0.3    20.0  20.3  19.2    20.3  6.1  16.7  6.1 

United Kingdom

  10.5  0.9  8.7  20.1  17.8    20.1  111.9  16.5  140.2 

South Korea

  0.9  1.2  7.1  9.2  9.0  10.9  20.1  15.5  22.1  14.4 

Netherlands

  6.0  4.4  7.3  17.7  11.1    17.7  58.0  20.3  65.7 

Italy

  1.0  10.9  4.6  16.5  14.1  1.1  17.6  19.8  21.7  21.2 

Japan

  9.3  0.1  3.9  13.3  13.0  0.2  13.5  24.2  18.8  26.3 

Table of Contents


CAPITAL RESOURCES AND LIQUIDITYDERIVATIVES

CAPITAL RESOURCES

Overview

        Capital is generally generated by earnings from operating businesses. This is augmented through issuances of common stock, convertible preferred stock, preferred stock, subordinated debt underlying trust preferred securities, and equity issued through awards under employee benefit plans. Capital is used primarily to support assets in the Company's businesses and to absorb expected and unexpected market, credit or operational losses. The Company's uses of capital, particularly to pay dividends and repurchase common stock, became severely restricted during the latter half of 2008 as explained more fully in the 2008 Annual Report on Form 10-K.        See also "Events in 2009" and "TARP and Other Regulatory Programs" and "Common Equity."

        Citigroup's capital management framework is designed to ensure that Citigroup and its principal subsidiaries maintain sufficient capital consistent with the Company's risk profile, all applicable regulatory standards and guidelines, and external rating agency considerations. The capital management process is centrally overseen by senior management and is reviewed at the consolidated, legal entity and country level.

        Senior management oversees the capital management process of Citigroup and its principal subsidiaries mainly through Citigroup's Finance and Asset and Liability Committee (FinALCO). The Committee is composed of the senior-most management of Citigroup for the purpose of engaging management in decision-making and related discussions on capital and liquidity matters. Among other things, the Committee's responsibilities include: determining the financial structure of Citigroup and its principal subsidiaries; ensuring that Citigroup and its regulated entities are adequately capitalized; determining appropriate asset levels and return hurdles for Citigroup and individual businesses; reviewing the funding and capital markets plan for Citigroup; and monitoring interest-rate risk, corporate and bank liquidity and the impact of currency translation on non-U.S. earnings and capital. The FinALCO has established capital targets for Citigroup and for significant subsidiaries. At March 31, 2009, these targets exceeded the regulatory standards.

Impact of Recent U.S. Government Agreements

        During the first quarter of 2009, Citigroup issued $7.059 billion of preferred stock to the U.S. Treasury and the FDIC, and a warrant to purchase common stock to the U.S. Treasury, as consideration for the loss-sharing agreement with the USG. See "TARP and Other Regulatory Programs." Citigroup received no additional cash proceeds for their issuance. Of the issuance, $3.617 billion, representing the fair value of the issued shares and warrant, was treated as Tier 1 Capital, adding approximately 35 basis points to the Tier 1 Capital ratio during the first quarter.

        In addition, on February 27, 2009, the Company announced an exchange offer of its common stock for up to a total of $27.5 billion of its existing preferred stock and trust preferred securities. On May 7, 2009, as a result of the USG's Supervisory Capital Assessment Program (SCAP), the Company announced that it will expand the Exchange Offer by increasing the maximum amount of preferred securities and trust preferred securities that it will accept in the Exchange Offer by $5.5 billion to a total of $33 billion. The USG will match the exchange by converting up to a maximum of $25 billion of its preferred stock into common stock. This transaction could increase Tier 1 Common of the Company from the first quarter of 2009 level of $22.1 billion to as much as $86.2 billion, which assumes the exchange of $33 billion of preferred securities and trust preferred securities, the maximum eligible under the transaction. Citi's tangible common equity (TCE), which was $30.9 billion as of March 31, 2009, will increase by as much as $60.4 billion to up to $91.3 billion.There will be no impact to Tier 1 Capital resulting from the exchange offer.

        These first quarter 2009 transactions built upon actions taken by the Company, in conjunction with the USG, during the latter part of 2008 to increase its capital, including without limitation the issuance of an aggregate of $45 billion in preferred stock and warrants to the USG under TARP, all of which was treated as Tier 1 Capital for regulatory capital purposes. See "Events in 2009" and "TARP and Other Regulatory Programs." As a result of these and other issuances of preferred stock, the conversion price of the Company's preferred stock issued in a private offering in January 2008 was reset, resulting in a reclassification fromRetained earnings toAdditional paid in capital of approximately $1.285 billion. See "Events in 2009—Exchange Offer and Conversions."

        Future business results of the Company, including events such as corporate dispositions, will continue to affect the Company's capital levels. Moreover, changes that the FASB has proposed regarding off-balance sheet assets, consolidation and sale treatment could also have an incremental impact on capital ratios. See also Note 15 to the Consolidated Financial Statements including "Funding, Liquidity Facilitiesfor a discussion and Subordinate Interests."disclosures related to Citigroup's derivative activities. The following discussions relate to the Fair Valuation Adjustments for Derivatives and Credit Derivatives activities.


Table of Contents

Capital Ratios

        Citigroup is subject to the risk-based capital guidelines issued by the Federal Reserve Board (FRB). CapitalBoard. Historically, capital adequacy ishas been measured, in part, based on two risk-based capital ratios, the Tier 1 Capital and Total Capital (Tier 1 Capital + Tier 2 Capital) ratios. Tier 1 Capital consists of corethe sum of "core capital whileelements," such as qualifying common stockholders' equity, as adjusted, qualifying noncontrolling interests, and qualifying mandatorily redeemable securities of subsidiary trusts, principally reduced by goodwill, other disallowed intangible assets, and disallowed deferred tax assets. Total Capital also includes other items"supplementary" Tier 2 Capital elements, such as qualifying subordinated debt and loan loss reserves.a limited portion of the allowance for credit losses. Both measures of capital adequacy are stated as a percentage of risk-weighted assets. Further, in conjunction with the conduct of the 2009 Supervisory Capital Assessment Program (SCAP), U.S. banking regulators developed a new measure of capital termed "Tier 1 Common," which has been defined as Tier 1 Capital less non-common elements, including qualifying perpetual preferred stock, qualifying noncontrolling interests, and qualifying mandatorily redeemable securities of subsidiary trusts. Tier 1 Common and related capital adequacy ratios are measures used and relied upon by U.S. banking regulators; however, they are non-GAAP financial measures for SEC purposes. See "Components of Capital Under Regulatory Guidelines" below.

        Citigroup's risk-weighted assets are principally derived from application of the risk-based capital guidelines related to the measurement of credit risk, under which on-balance sheetrisk. Pursuant to these guidelines, on-balance-sheet assets and the credit equivalent amount of certain off-balance sheetoff-balance-sheet exposures (such as financial guarantees, unfunded lending commitments, letters of credit, and derivatives) are assigned to one of several prescribed risk weightrisk-weight categories based upon the perceived credit risk associated with the obligor, or if relevant, the guarantor, the nature of the collateral, or external credit ratings. Risk-weighted assets also incorporate a measure for market risk on covered trading account positions and all foreign exchange and commodity positions whether or not carried in the trading account. Excluded from risk-weighted assets are any assets, such as goodwill and deferred tax assets, to the extent required to be deducted from regulatory capital. See "Components of Capital Under Regulatory Guidelines" below.

        Citigroup is also subject to a Leverage Ratioratio requirement, a non-risk-based measure of capital adequacy, which is defined as Tier 1 Capital as a percentage of quarterly adjusted average total assets.

        To be "well capitalized" under federal bank regulatory agency definitions, a bank holding company must have a Tier 1 Capital Ratioratio of at least 6%, a Total Capital Ratioratio of at least 10%, and a Leverage Ratioratio of at least 3%, and not be subject to an FRBa Federal Reserve Board directive to maintain higher capital levels.

        In conjunction with the conclusion of the SCAP, the Banking Regulators have developed a new measure of capital called Tier 1 Common defined as Tier 1 Capital less non-common elements including qualified perpetual preferred stock, qualifying minority interest in subsidiaries and qualifying trust preferred securities.

        As noted in the The following table Citigroup was "well capitalized" under federal banksets forth Citigroup's regulatory agency definitions atcapital ratios as of March 31, 20092010 and December 31, 2008.2009.


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Citigroup Regulatory Capital Ratios

 
 Mar. 31,
2009
 Dec. 31,
2008
 

Tier 1 Common

  2.16% 2.30%

Tier 1 Capital

  11.92  11.92 

Total Capital (Tier 1 and Tier 2)

  15.61  15.70 

Leverage(1)

  6.60  6.08 
      


(1)
Tier 1 Capital divided by each period's quarterly adjusted average assets.

 
 Mar. 31,
2010
 Dec. 31,
2009
 

Tier 1 Common

  9.11% 9.60%

Tier 1 Capital

  11.28  11.67 

Total Capital (Tier 1 Capital + Tier 2 Capital)

  14.88  15.25 

Leverage

  6.16  6.89 
      

Table        As noted in the table above, Citigroup was "well capitalized" under the federal bank regulatory agency definitions as of ContentsMarch 31, 2010 and December 31, 2009.

Components of Capital Under Regulatory Guidelines

In millions of dollars Mar. 31,
2009
 Dec. 31,
2008(1)
 
Tier 1 Common       
Citigroup common stockholders' equity $69,688 $70,966 
Less: Net unrealized gains (losses) on securities available-for-sale, net of tax(2)  (10,040) (9,647)
Less: Accumulated net losses on cash flow hedges, net of tax  (3,706) (5,189)
Less: Pension liability adjustment, net of tax(3)  (2,549) (2,615)
Less: Cumulative effect included in fair value of financial liabilities attributable to credit worthiness, net of tax(4)  3,487  3,391 
Less: Disallowed deferred tax assets(5)  22,920  23,520 
Less: Intangible assets:       
 Goodwill  26,410  27,132 
 Other disallowed intangible assets  10,205  10,607 
Other  (870) (840)
      
Total Tier 1 Common $22,091 $22,927 
      
Qualifying perpetual preferred stock $74,246 $70,664 
Qualifying mandatorily redeemable securities of subsidiary trusts  24,532  23,899 
Minority interest  1,056  1,268 
      
Total Tier 1 Capital $121,925 $118,758 
      
Tier 2 Capital       
Allowance for credit losses(6) $13,200 $12,806 
Qualifying debt(7)  24,379  24,791 
Unrealized marketable equity securities gains(2)  157  43 
      
Total Tier 2 Capital $37,736 $37,640 
      
Total Capital (Tier 1 and Tier 2) $159,661 $156,398 
      
Risk-Weighted Assets(8) $1,023,038 $996,247 
      

In millions of dollars March 31,
2010
 December 31,
2009(1)
 

Tier 1 Common

       

Citigroup common stockholders' equity

 $151,109 $152,388 

Less: Net unrealized losses on securities available-for-sale, net of tax(2)

  (3,165) (4,347)

Less: Accumulated net losses on cash flow hedges, net of tax

  (2,959) (3,182)

Less: Pension liability adjustment, net of tax(3)

  (3,509) (3,461)

Less: Cumulative effect included in fair value of financial liabilities attributable to the change in own credit worthiness, net of tax(4)

  686  760 

Less: Disallowed deferred tax assets(5)

  30,852  26,044 

Less: Intangible assets:

       

    Goodwill

  25,662  25,392 

    Other disallowed intangible assets

  5,773  5,899 

Other

  (792) (788)
      

Total Tier 1 Common

 $96,977 $104,495 
      

Qualifying perpetual preferred stock

 $312 $312 

Qualifying mandatorily redeemable securities of subsidiary trusts

  21,555  19,217 

Qualifying noncontrolling interests

  1,206  1,135 

Other

    1,875 
      

Total Tier 1 Capital

 $120,050 $127,034 
      

Tier 2 Capital

       

Allowance for credit losses(6)

 $13,792 $13,934 

Qualifying subordinated debt(7)

  23,658  24,242 

Net unrealized pretax gains on available-for-sale equity securities(2)

  792  773 
      

Total Tier 2 Capital

 $38,242 $38,949 
      

Total Capital (Tier 1 Capital and Tier 2 Capital)

 $158,292 $165,983 
      

Risk-weighted assets(8)

 $1,064,042 $1,088,526 
      

(1)
Reclassified to conform to the current period presentation.

(2)
Tier 1 Capital excludes net unrealized gains (losses) on available-for-sale debt securities and net unrealized gains on available-for-sale equity securities with readily determinable fair values, in accordance with regulatory risk-based capital guidelines. In arriving at Tier 1 Capital, institutionsbanking organizations are required to deduct net unrealized losses on available-for-sale equity securities with readily determinable fair values, net of tax. InstitutionsBanking organizations are permitted to include in Tier 2 Capital up to 45% of pretax net unrealized pretax gains on available-for-sale equity securities with readily determinable fair values.

(3)
The FRBFederal Reserve Board granted interim capital relief for the impact of adoptingASC 715-20,Compensation—Retirement Benefits—Defined Benefits Plans (formerly SFAS 158.158).

(4)
The impact of including Citigroup's own credit rating in valuing financial liabilities for which the fair value option has been elected is excluded from Tier 1 Capital, in accordance with regulatory risk-based capital guidelines.

(5)
Of the Company'sCiti's approximately $43$50 billion of net deferred tax assets at March 31, 2009,2010, approximately $15 billion of such assets were includable without limitation in regulatory capital pursuant to the risk-based capital guidelines, while approximately $23$31 billion of such assets exceeded the limitation imposed by these guidelines and, as "disallowed deferred tax assets," were deducted in arriving at Tier 1 Capital. The Company's otherCitigroup's approximately $5$4 billion of other net deferred tax assets at March 31, 2009 primarily represented theapproximately $2 billion of deferred tax effects of unrealized gains and losses on available-for-sale debt securities and approximately $2 billion of deferred tax effects of the pension liability adjustment, which are permitted to be excluded prior to deriving the amount of net deferred tax assets subject to limitation under the guidelines. The CompanyCiti had approximately $24$26 billion of disallowed deferred tax assets at December 31, 2008.2009.

(6)
Includable up to 1.25% of risk-weighted assets. Any excess allowance for credit losses is deducted fromin arriving at risk-weighted assets.

(7)
Includes qualifying subordinated debt in an amount not exceeding 50% of Tier 1 Capital.

(8)
Includes risk-weighted credit equivalent amounts, net of applicable bilateral netting agreements, of $91.9$61.3 billion for interest rate, commodity, and equity derivative contracts, foreign-exchangeforeign exchange contracts, and credit derivatives as of March 31, 2009,2010, compared with $102.9$64.5 billion as of December 31, 2008. Market-risk-equivalent2009. Market risk equivalent assets included in risk-weighted assets amounted to $96.2$75.5 billion at March 31, 20092010 and $101.8$80.8 billion at December 31, 2008.2009. Risk-weighted assets also include the effect of certain other off-balance sheetoff-balance-sheet exposures, such as unused lending commitments and letters of credit, and reflect deductions forsuch as certain intangible assets and any excess allowance for credit losses.

        All three of Citigroup's primary credit card securitization trusts—Master Trust, Omni Trust, and Broadway Trust—have had bonds placed on ratings watch by rating agencies. The Master Trust and Broadway Trust had bonds placed on ratings watch with negative implications during the first quarter of 2009. As a result of the ratings watch status, certain actions were taken or announced with respect to the Master Trust. The actions subordinated certain senior interests in the trust assets that were retained by Citigroup, which effectively placed these interests below investor interests in terms of priority of payment. While the Omni Trust bonds had not been placed on ratings watch status until April 2009, the Omni Trust had nonetheless previously issued a subordinated note with a face amount of $265 million in October 2008 to Citibank (South Dakota) N.A., in order to avert a downgrade of its outstanding AAA and A securities. The Federal Reserve has concluded that as a result of these actions commencing with the first quarter of 2009, Citigroup is also required to include the sold assets of the Master and Omni trusts in its risk-weighted assets for purposes of calculating its risk-based capital ratios. The effect of this decision increased Citigroup's risk-weighted assets by approximately $82 billion at March 31, 2009, and decreased Citigroup's Tier 1 Capital ratio by approximately 100 bps, as of March 31, 2009. See Note 15 to the Consolidated Financial Statements.


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Adoption of SFAS 166/167 Impact on Capital

        The adoption of SFAS 166/167 had a significant and immediate impact on Citigroup's capital ratios in the first quarter of 2010.

        As described elsewhere in the Form 10-Q, the adoption of SFAS 166/167 resulted in the consolidation of $137 billion of incremental assets and $146 billion of liabilities onto Citigroup's Consolidated Balance Sheet, including securitized credit card receivables on the date of adoption, January 1, 2010. The adoption of SFAS 166/167 also resulted in a net increase of $10 billion in risk-weighted assets. In addition, Citi added $13.4 billion to the loan loss allowance, increased deferred tax assets by $5.0 billion, and reduced retained earnings by $8.4 billion. This translated into a reduction in Tangible Common Equity of $8.4 billion, and a decrease in Tier 1 Common, Tier 1 Capital, and Total Capital of $14.2 billion, $14.2 billion, and $14.0 billion, respectively, which were partially offset by net income of $4.4 billion and $2.3 billion of qualifying mandatorily redeemable securities of subsidiary trusts issued during the quarter.

        The impact on Citigroup's capital ratios from the January 1, 2010 adoption of SFAS 166/167 was as follows:

As of January 1, 2010Impact

Tier 1 Common

(138) bps

Tier 1 Capital

(141) bps

Total Capital

(142) bps

Leverage

(118) bps

TCE (TCE/RWA)

(87) bps

        For more information, see Note 1 to the Consolidated Financial Statements below.

Common Stockholders' Equity

        Citigroup's common stockholders' equity decreased approximatelyduring the three months ended March 31, 2010 by $1.3 billion to $69.7$151.1 billion, and represents 3.8%represented 7.5% of total assets as of March 31, 2009, from $71.02010. Citigroup's common stockholders' equity was $152.4 billion, and 3.7%which represented 8.2% of total assets, at December 31, 2008.2009.

        The table below summarizes the change in Citigroup's common stockholders' equity during the first three monthsquarter of 2009:2010:

In billions of dollars  
 
Common equity, December 31, 2008 $71.0 
Net income  1.6 
Dividends  (1.1)
Net change in Accumulated other comprehensive income (loss), net of tax  (1.8)
    
Common equity, March 31, 2009 $69.7 
    

In billions of dollars  
 

Common stockholders' equity, December 31, 2009

 $152.4 

Transition adjustment to Retained Earnings associated with the adoption of SFAS 166/167 (as of January 1, 2010)

  (8.4)

Net income

  4.4 

Employee benefit plans and other activities

  (0.3)

ADIA Upper DECs equity units purchase contract

  1.9 

Net change in accumulated other comprehensive income (loss), net of tax

  1.1 
    

Common stockholders' equity, March 31, 2010

 $151.1 
    

Table of Contents

        As of March 31, 2009,2010, $6.7 billion of stock repurchases remained under Citi's authorized repurchase programs after noprograms. No material repurchases were made in 2008. Under TARP, the Company is restricted from repurchasingfirst quarter of 2010, or the year ended December 31, 2009. Generally, for so long as the U.S. government holds any Citigroup common stock subject to certain exceptions, including in the ordinary course of business as part of employee benefit programs. In addition, in accordance with various TARP programs,or trust preferred securities, Citigroup has agreed not to pay a quarterly common stock dividend exceeding $0.01 per share per quarter for three years (beginning in 2009) withoutacquire, repurchase, or redeem any Citigroup equity or trust preferred securities, other than pursuant to administering its employee benefit plans or other customary exceptions, or with the consent of the U.S. Treasury. Further, as previously announced, in connection with the proposed exchange offer, Citi suspended dividends on its common stock.government. See "Events in 2009—Exchange Offer and Conversions."also Part II, Item 2 of this Form 10-Q.

Tangible Common Equity (TCE)

        Citigroup management believes TCE, is useful because it is a measure utilized by market analysts in evaluating a company's financial condition and capital strength. Tangible common equity (TCE), as defined by the Company,Citigroup, representsCommon equity lessGoodwill andIntangible assets (excluding MSRsother than Mortgage Servicing Rights (MSRs)) net of therelated net deferred tax liabilities. TCE was $30.9 billion at March 31, 2009 and $31.1 at December 31, 2008.

        The TCE Ratio (TCE divided by risk-weighted assets (see above under "Components of Capital Under Regulatory Guidelines"), was 3.0% at March 31, 2009, and 3.1% at December 31, 2008, respectively.

        TCE and the TCE Ratio are non-GAAP financial measures.taxes. Other companies may calculate TCE in a manner different from that of Citigroup. Citi's TCE was $117.1 billion at March 31, 2010 and $118.2 billion at December 31, 2009.

        The TCE ratio (TCE divided by risk-weighted assets) was 11.0% at March 31, 2010 and 10.9% at December 31, 2009.

        TCE is a capital adequacy metric used and relied upon by industry analysts; however, it is a non-GAAP financial measure for SEC purposes. A reconciliation of Citigroup's total stockholders' equity to TCE follows:

In millions of dollars, except ratio March 31,
2009
 December 31,
2008
 
Total Citigroup Stockholders' Equity $143,934 $141,630 
Preferred Stock  (74,246) (70,664)
      
Common Equity $69,688 $70,966 
 Goodwill  (26,410) (27,132)
 Intangible Assets (excluding MSRs)  (13,612) 1,254 
 Related net deferred tax liabilities  (14,159) 1,382 
      
Tangible Common Equity (TCE) $30,920 $31,057 
      
Tangible Assets       
GAAP assets $1,822,578 $1,938,470 
 Goodwill  (26,410) (27,132)
 Intangible Assets (excluding MSRs)  (13,612) (14,159)
 Related deferred tax assets  (1,275) (1,285)
      
Tangible Assets (TA)(1) $1,781,281 $1,895,894 
      
Risk-Weighted Assets (RWA) $1,023,038 $996,247 
      
TCE/TA RATIO  1.7% 1.6%
      
TCE RATIO (TCE/RWA)  3.0% 3.1%
      


(1)
GAAP Assets less Goodwill and Intangible Assets excluding MSRs, and the related deferred tax assets.

In millions of dollars Mar. 31,
2010
 Dec. 31,
2009
 

Total Citigroup stockholders' equity

 $151,421 $152,700 

Less:

       
 

Preferred stock

  312  312 
      

Common equity

 $151,109 $152,388 

Less:

       
 

Goodwill

  25,662  25,392 
 

Intangible assets (other than MSRs)

  8,277  8,714 
 

Intangible assets (other than MSRs)—recorded as assets held for sale in Other assets

  45   
 

Related net deferred tax assets

  65  68 
      

Tangible common equity (TCE)

 $117,060 $118,214 
      

Tangible assets

       

GAAP assets

 $2,002,213 $1,856,646 

Less:

       
 

Goodwill

  25,662  25,392 
 

Intangible assets (other than MSRs)

  8,277  8,714 
 

Intangible assets (other than MSRs)—recorded as assets held for sale in Other assets

  45   
 

Related deferred tax assets

  388  386 
      

Tangible assets (TA)

 $1,967,841 $1,822,154 
      

Risk-weighted assets (RWA)

 $1,064,042 $1,088,526 
      

TCE/TA ratio

  5.95% 6.49%
      

TCE ratio (TCE/RWA)

  11.00% 10.86%
      

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Capital Resources of Citigroup's Depository Institutions

        Citigroup's U.S. subsidiary depository institutions in the United States are subject to risk-based capital guidelines issued by their respective primary federal bank regulatory agencies, which are similar to the FRB's guidelines.guidelines of the Federal Reserve Board. To be "well capitalized" under federal bankthese regulatory agency definitions, Citigroup's depository institutions must have a Tier 1 Capital Ratioratio of at least 6%, a Total Capital (Tier 1 Capital + Tier 2 Capital) Ratioratio of at least 10%, and a Leverage Ratioratio of at least 5%, and not be subject to a regulatory directive to meet and maintain higher capital levels.

        There are various legal and regulatory limitations on the ability of Citigroup's subsidiary depository institutions to pay dividends, extend credit or otherwise supply funds to Citigroup and its non-bank subsidiaries. In determining the declaration of dividends, each depository institution must also consider its effect on applicable risk-based capital and Leverage ratio requirements, as well as policy statements of the federal regulatory agencies that indicate that banking organizations should generally pay dividends out of current operating earnings. Citigroup did not receive any dividends from its banking subsidiaries during the first quarter of 2010.

At March 31, 2010 and December 31, 2009, all of Citigroup's U.S. subsidiary depository institutions were "well capitalized" under the federal bank regulatory agencies'agency definitions, including Citigroup's primary depository institution, Citibank, N.A., as noted in the following table:

Citibank, N.A. Components of Capital and Ratios Under Regulatory Guidelines

In billions of dollars Mar. 31,
2009
 Dec. 31,
2008
 
Tier 1 Capital $98.7 $71.0 
Total Capital (Tier 1 and Tier 2)  122.5  108.4 
      
Tier 1 Capital Ratio  14.64% 9.94%
Total Capital Ratio (Tier 1 and Tier 2)  18.19  15.18 
Leverage Ratio(1)  8.38  5.82 
      

In billions of dollars Mar. 31,
2010
 Dec. 31,
2009
 

Tier 1 Capital

 $99.1 $96.8 

Total Capital (Tier 1 Capital + Tier 2 Capital)

  112.8  110.6 
      

Tier 1 Capital ratio

  13.60% 13.16%

Total Capital ratio

  15.48  15.03 

Leverage ratio(1)

  8.51  8.31 
      

(1)
Tier 1 Capital divided by each period's quarterly adjusted average total assets.

        Citibank, N.A. had net income of $1.5 billion for the first quarter of 2009.

        During the first quarter of 2009, Citibank, N.A. received capital contributions from its parent company of $27.5 billion. Citibank, N.A. redeemed $13.2 billion of subordinated notes in the first quarter of 2009. Total subordinated notes issued to Citicorp Holdings Inc. that were outstanding at March 31, 2009 and December 31, 2008 and included in Citibank, N.A.'s Tier 2 Capital, amounted to $15.0 billion and $28.2 billion, respectively. The significant events in 2008 and the first quarter of 2009 impacting the capital of Citigroup, and the potential future events discussed under "Capital Resources and Liquidity," also affected, or could affect, Citibank, N.A.


Table of Contents

        The following table presents the estimated sensitivity of Citigroup's and Citibank, N.A.'s Capital Ratioscapital ratios to changes of $100 million ofin Tier 1 Common, Tier 1 Capital, or Total Capital (numerator), or changes of $1 billion in risk-weighted assets or adjusted average total assets (denominator) based on financial information as of March 31, 2009.2010. This information is provided solely for the purpose of analyzing the impact that a change in the Company'sCitigroup's or Citibank, N.A.'s financial position or results of operations could have on these ratios. These sensitivities only consider a single change to either a component of Capital,capital, risk-weighted assets, or adjusted average total assets. Accordingly, an event that affects more than one factor may have a larger basis-pointbasis point impact than is reflected in this table.

 
 Tier 1 Common ratioTier 1 Capital Ratioratio Total Capital Ratioratio Leverage Ratioratio 
 
 Impact of $100
million change in
Tier 1 Common
Impact of $1
billion change in
risk-weighted
assets
Impact of $100
million change in
Tier 1 Capital
 Impact of $1
billion change in
in risk-weighted
assets
 Impact of $100
million change in
in total capitalTotal Capital
 Impact of $1
billion change in
in risk-weighted
assets
 Impact of $100
million change in
in Tier 1 Capital
 Impact of $1
billion change in
in adjusted average
averagetotal assets
 

Citigroup

  1.00.9 bps  1.20.9 bps  1.00.9 bps  1.51.1 bps0.9 bps1.4 bps  0.5 bps  0.40.3 bps 
              
Citibank, N.A.   1.5

Citibank, N.A. 

1.4 bps  2.21.9 bps  1.51.4 bps  2.72.1 bps  0.80.9 bps  0.7 bps 
              

Broker-Dealer Subsidiaries

        At March 31, 2009,2010, Citigroup Global Markets Inc., a broker-dealer registered with the SEC that is an indirect wholly-ownedwholly owned subsidiary of Citigroup Global Markets Holdings Inc. (CGMHI), had net capital, computed in accordance with the Net Capital Rule,SEC's net capital rule, of $8.5$8.4 billion, which exceeded the minimum requirement by $7.7 billion.

        In addition, certain of the Company'sCiti's broker-dealer subsidiaries are subject to regulation in the other countries in which they do business, including requirements to maintain specified levels of net capital or its equivalent. The Company'sCitigroup's broker-dealer subsidiaries were in compliance with their capital requirements at March 31, 2009.2010.

        The requirements applicable to these subsidiaries in the U.S. and other jurisdictions may be subject to political uncertainty and potential change in light of the recent financial crisis and regulatory reform proposals currently being considered at both the legislative and regulatory levels.

Regulatory Capital Standards Developments

        Citigroup supports the move to a new set of risk-based regulatory capital standards, published on June 26, 2004 (and subsequently amended in November 2005) by the Basel Committee on Banking Supervision, currently consisting of the central banks and bank supervisors from 13 countries.of its 27 members. The international version of the Basel II framework will allow Citigroup to leverage internal risk models used to measure credit, operational, and market risk exposures to drive regulatory capital calculations.

        On December 7, 2007, the U.S. banking regulators published the rules for large banks to comply with Basel II in the U.S. These rules require Citigroup, as a large and internationally active bank, to comply with the most advanced Basel II approaches for calculating credit and operational risk capital requirements. The U.S. implementation timetable consists of a parallel calculation period under the current regulatory capital regime (Basel I) and Basel II starting anytime between April 1, 2008, and April 1, 2010 followed by a three-year transition period, typically starting 12 months after the beginningthree year transitional period.

        Citi began parallel reporting on April 1, 2010. There will be at least four quarters of parallel reporting. Thereporting until Citi enters the three year transitional period. U.S. regulators have reserved the right to change how Basel II is applied in the U.S. following a review at the end of the second year of the transitional period, and to retain the existing prompt corrective action and leverage capital requirements applicable to banking organizations in the U.S.

        The Company Citigroup intends to implement Basel II within the timeframe required by the final rules.U.S. regulators.

        The Basel II (or its successor) requirements are the subject of political uncertainty and potential tightening or other change in light of the recent financial crisis and regulatory reform proposals currently being considered at both the legislative and regulatory levels.


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FUNDING AND LIQUIDITY

OverviewGeneral

        Because Citigroup is a bank holding company, substantially all of its net earningsCitigroup's cash flows and liquidity needs are primarily generated within its operating subsidiaries. These subsidiariesExceptions exist for major corporate items, such as equity and certain long-term debt issuances, which take place at the Citigroup corporate level. Generally, Citi's management of funding and liquidity is designed to optimize availability of funds as needed within Citi's legal and regulatory structure. Various constraints limit certain subsidiaries' ability to pay dividends or otherwise make funds available toavailable. Consistent with these constraints, Citigroup's primary objectives for funding and liquidity management are established by entity and in aggregate across three main operating entities, as follows: (i) Citigroup, primarily inas the formparent holding company; (ii) banking subsidiaries; and (iii) non-banking subsidiaries.

        Citigroup sources of dividends. Certain subsidiaries' dividend-paying abilities may be limited by covenant restrictions in credit agreements, regulatory requirements and/or rating-agency requirements that also impact their capitalization levels.funding include deposits, collateralized financing transactions and a variety of unsecured short- and long-term instruments, including federal funds purchased, commercial paper, long-term debt, trust preferred securities, preferred stock and common stock.

        As discusseda result of continued deleveraging, growth in more detail indeposits, term securitization under government and non-government programs, the Company's 2008 Annual Report on Form 10-K, global financial markets faced unprecedented disruption inissuance of long-term debt under the FDIC's Temporary Liquidity Guarantee Program (TLGP) and the issuance of non-guaranteed debt (particularly during the latter part of 2008.2009), Citigroup and other U.S. financial services firms are currently benefiting from numerous government programs that are improving markets and providing Citigroup and other institutions with significant current funding capacity and significant liquidity support. See "TARP and Other Regulatory Programs."

        In addition to the above programs, since the middle of 2007, the Company has taken a series of actions to reduce potential funding risks related to short-term market dislocations. The amount of commercial paper outstanding was reduced and the weighted-average maturity was extended, the parent company liquidity portfolio (a portfoliosubstantially increased its balances of cash and highly liquid securities)securities and broker-dealer "cash box" (unencumbered cash deposits) were increased substantially, and the amount of unsecured overnight bank borrowings was reduced. For each of the past eleven months in the period ending March 31, 2009, the Company was,reduced its short-term borrowings.

        Citi has focused on average, a net lender of funds in the interbank market or had excess cash placed in its account at the Federal Reserve Bank of New York. As of March 31, 2009, the parent company liquidity portfolio and broker-dealer "cash box" totaled $65.1 billion as compared with $66.8 billion at December 31, 2008 and $30.0 billion at March 31, 2008.

        These actions to reduce funding risks, the reduction of the balance sheet and the substantial support provided by U.S. government programs have allowed the combined parent and broker-dealer entities to maintain sufficient liquidity to meet all maturing unsecured debt obligations due within a one-year time horizon, without accessing the unsecured markets.

        Citigroup's funding sources are diversified across funding types and geography, a benefit of its global franchise. Funding for Citigroup and its major operating subsidiaries includesgrowing a geographically diverse retail and corporate deposit base that stood at approximately $828 billion as of $762.7 billion. TheseMarch 31, 2010, as compared with $836 billion at December 31, 2009 and $763 billion at March 31, 2009. During the first quarter of 2010, excluding FX translation, Citigroup experienced seasonal deposit declines in Transaction Services and tightened pricing on its deposits. As stated above, Citigroup's deposits are diversified across products and regions, with approximately two-thirds of them64% outside of the U.S. This diversification provides the CompanyCiti with an important stable and low-cost source of funding. A significant portion of these deposits has been, and is currently expected to be, long-term and stable, and areis considered to be core.

        ExcludingOne of Citi's key structural liquidity measures is the impactcash capital ratio. Cash capital is a broader measure of changes in foreign exchange rates during the quarter endedability to fund the structurally illiquid portion of Citigroup's balance sheet than traditional measures, such as deposits to loans or core deposits to loans. Cash capital measures the amount of long-term funding (>1 year) available to fund illiquid assets. Long-term funding includes core customer deposits, long-term debt and equity. Illiquid assets include loans (net of liquidity adjustments), illiquid securities, securities haircuts and other assets (i.e., goodwill, intangibles, fixed assets, receivables, etc.). At March 31, 2009,2010, the Company's deposit base remained stable. On a volume basis, deposit increases were noted in U.S.combined Citigroup, the parent holding company, and International Retail Banking, and in Smith Barney. This was partially offset by declines in Corporate balances and the Private Bank.

Banking Subsidiaries

        There are various legal limitations on the ability of Citigroup's subsidiary depository institutions to extend credit, pay dividends or otherwise supply funds to Citigroup and its non-bank subsidiaries. The approval of the Office of the Comptroller of the Currency, in the case of national banks, or the Office of Thrift Supervision, in the case of federal savings banks, is required if total dividends declared in any calendar year exceed amounts specified by the applicable agency's regulations. State-chartered depository institutions are subject to dividend limitations imposed by applicable state law.

        In determining the declaration of dividends, each depository institution must also consider its effect on applicable risk-based capital and leverage ratio requirements,CGMHI, as well as policy statementsthe aggregate banking subsidiaries had an excess of the federal regulatory agencies that indicate that banking organizations should generally pay dividends out of current operating earnings. Consistent with these rules and other considerations, Citigroup estimates that,cash capital. In addition, as of March 31, 2010, the combined Citigroup, the parent holding company, and CGMHI maintained liquidity to meet all maturing obligations significantly in excess of a one-year period without access to the unsecured wholesale markets.

        At March 31, 2010, long-term debt and commercial paper outstanding for Citigroup, Citigroup Global Markets Holdings Inc. (CGMHI), Citigroup Funding Inc. (CFI) and other Citigroup subsidiaries, collectively, were as follows:

In billions of dollars Citigroup
parent
company
 CGMHI(1) CFI(1) VIE Cons. Other
Citigroup
subs.
 Total
Citigroup
 

Long-term debt(2)

 $192.3 $9.1 $55.1 $113.6 $69.2(3)$439.3 

Commercial paper

 $ $ $10.8 $31.2 $0.5 $42.5 

(1)
Citigroup guarantees all of CFI's debt and CGMHI's publicly issued securities.

(2)
Of this amount, approximately $64.6 billion is guaranteed by the FDIC under the TLGP with $6.3 billion maturing in 2010, $20.3 billion maturing in 2011 and $38 billion maturing in 2012.

(3)
At March 31, 2010, approximately $21.6 billion relates to collateralized advances from the Federal Home Loan Bank.

        The table below details the long-term debt issuances of Citigroup during the past five quarters.

In billions of dollars 1Q09 2Q09 3Q09 4Q09 1Q10 

Debt issued under TLGP guarantee

 $21.9 $17.0 $10.0 $10.0 $ 

Debt issued without TLGP guarantee:

                
 

Citigroup parent company/CFI

  2.0  7.4  12.6  4.0(3) 1.3 
 

Other Citigroup subsidiaries

  0.5  10.1(1) 7.9(2) 5.8(4) 3.7(5)
            

Total

 $24.4 $34.5 $30.5 $19.8 $5.0 
            

(1)
Includes $8.5 billion issued through the U.S. government-sponsored Department of Education Conduit Facility, and $1 billion issued by Citibank Pty. Ltd. Australia and guaranteed by the Commonwealth of Australia.

(2)
Includes $3.3 billion issued through the U.S. government-sponsored Department of Education Conduit Facility, and $1 billion issued by Citibank Pty. Ltd. Australia and guaranteed by the Commonwealth of Australia.

(3)
Includes $1.9 billion of senior debt issued under remarketing of $1.9 billion of Citigroup Capital XXIX trust preferred securities held by the Abu Dhabi Investment Authority (ADIA) to enable them to execute the forward stock purchase contract in March 2010.

(4)
Includes $1.4 billion issued through the U.S. government-sponsored Department of Education Conduit Facility.

(5)
Includes $0.5 billion issued through the U.S. government-sponsored Department of Education Conduit Facility and $0.5 billion issued by Citibank Pty. Ltd. Australia and guaranteed by the Commonwealth of Australia.

        See Note 12 to the Consolidated Financial Statements for further detail on Citigroup's and its affiliates' long-term debt and commercial paper outstanding. Commercial paper outstanding as of March 31, 2010 increased from $10.2 billion as of December 31, 2009 its subsidiary depository institutions would distribute dividends to Citigroup$42.5 billion as a result of approximately $205 million.the consolidation of VIEs due to the adoption of SFAS 166/167.


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        Structural liquidity, defined as the sum of deposits, long-term debt and stockholders' equity as a percentage of total assets, was 71% at March 31, 2010, compared with 73% at December 31, 2009 and 68% at March 31, 2009. The reduction in the ratio during the current quarter primarily reflected the impact of adoption of SFAS 166/167.

Non-Banking SubsidiariesAggregate Liquidity Resources

 
 Parent & Broker Dealer Significant Bank Entities Total 
In billions of dollars Mar. 31,
2010
 Dec. 31,
2009
 Mar. 31,
2009
 Mar. 31,
2010
 Dec. 31,
2009
 Mar. 31,
2009
 Mar. 31,
2010
 Dec. 31,
2009
 Mar. 31,
2009
 

Cash at major central banks

 $9.5 $10.4 $17.3 $108.9 $105.1 $99.0 $118.4 $115.5 $116.3 

Unencumbered Liquid

                            

Securities

  72.8  76.4  51.7  128.7  123.6  46.9  201.5  200.0  98.6 
                    

Total

 $82.3 $86.8 $69.0 $237.6 $228.7 $145.9 $319.9 $315.5 $214.9 
                    

        As noted in the table above, Citigroup's aggregate liquidity resources totaled $319.9 billion as of March 31, 2010 as compared with $315.5 billion as of December 31, 2009, and $214.9 billion as of March 31, 2009. As of March 31, 2010, Citigroup's and its affiliates' liquidity portfolio and broker-dealer "cash box" totaled $82.3 billion as compared with $86.8 billion at December 31, 2009 and $69.0 billion at March 31, 2009. This includes the liquidity portfolio and cash box held in the U.S. as well as government bonds held by Citigroup's broker-dealer entities in the United Kingdom and Japan. Further, at March 31, 2010, Citigroup's bank subsidiaries had an aggregate of approximately $108.9 billion of cash on deposit with major central banks (including the U.S. Federal Reserve Bank of New York, the European Central Bank, Bank of England, Swiss National Bank, Bank of Japan, the Monetary Authority of Singapore, and the Hong Kong Monetary Authority), compared with approximately $105.1 billion at December 31, 2009 and $99.0 billion at March 31, 2009. Citigroup's bank subsidiaries also have significant additional liquidity resources through unencumbered highly liquid securities available for secured funding through private markets or that are, or could be, pledged to the major central banks and the U.S. Federal Home Loan Banks. The value of these liquid securities was $128.7 billion at March 31, 2010, as compared with $123.6 billion at December 31, 2009 and $46.9 billion at March 31, 2009. Significant amounts of cash and liquid securities are also available in other Citigroup entities.

        Consistent with the strategic reconfiguration of Citi's balance sheet, the build-up of liquidity resources and the shift in focus on increasing structural liabilities, Citigroup entered 2010 with much of its required long-term debt funding already in place. As a consequence, it is currently expected that the direct long-term funding requirements for Citigroup and CFI in 2010 will be an aggregate of $15 billion, which is well below the $39 billion of expected maturities. This $15 billion includes the approximately $2.3 billion of trust preferred securities that were issued by Citi during the first quarter of 2010.

Parameters for Intercompany Funding Transfers

        In general, Citigroup, also receives dividends from its non-bank subsidiaries. These non-bankas the parent holding company, can freely transfer funding to other affiliated entities. Broker-dealer subsidiaries are generally not subjectcan transfer excess liquidity to regulatory restrictions on dividends. However, the abilityparent holding company through termination of CGMHIintercompany borrowings and to declare dividends can be restricted by capital considerationsthe parent and other affiliates to the extent of its broker-dealer subsidiaries.

        CGMHI's consolidated balance sheet is liquid, with the vast majority of its assets consisting of marketable securities and collateralized short-term financing agreements arising from securities transactions. CGMHI monitors and evaluates the adequacy of its capital and borrowing base on a daily basis to maintain liquidity and to ensure that its capital base supports the regulatory capital requirements of its subsidiaries.excess capital.

        Some of Citigroup's non-bank subsidiaries including CGMHI, have credit facilities with Citigroup's subsidiary depository institutions, including Citibank, N.A. Borrowings under these facilities must be secured in accordance with Section 23A of the Federal Reserve Act. As of March 31, 2010, the amount available for lending under these facilities was approximately $32 billion. There are various legal restrictions on the extent to which a bank holding company and certain of its non-bank subsidiaries can borrow or obtain credit from Citigroup'sCiti's subsidiary depository institutions can lend or extend credit to or engage in certain other transactions with them.Citigroup and certain of its non-bank subsidiaries. In general, these restrictions require that transactions must be on arm's lengtharm's-length terms and be secured by designated amounts of specified collateral. See Note 12 to the Consolidated Financial Statements.

        At March 31, 2009, long-term debt and commercial paper outstanding for Citigroup, CGMHI, Citigroup Funding Inc. (CFI) and Citigroup's subsidiaries were as follows:

In billions of dollars Citigroup
parent
company
 CGMHI(2) Citigroup
Funding
Inc.(2)
 Other
Citigroup
Subsidiaries
 

Long-term debt

 $188.8 $15.3 $40.5 $92.6(1)

Commercial paper

 $ $ $29.1 $0.1 
          

(1)
At March 31, 2009, approximately $53.2 billion relates to collateralized advances from the Federal Home Loan Bank.

(2)
Citigroup Inc. guarantees all of CFI's debt and CGMHI's publicly issued securities.

        See "TARP and Other Regulatory Programs—FDIC Temporary Liquidity Guarantee Program" regarding FDIC guarantees of certain long-term debt and commercial paper and interbank deposits. See also Note 12 to the Consolidated Financial Statements for further detail on long-term debt and commercial paper outstanding.


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Credit Ratings

        Citigroup's ability to access the capital markets and other sources of wholesale funds is currently significantly subject to government funding and liquidity support. Any ability to access the capital markets or other sources of funds, as well as the cost of these funds and its ability to maintain certain deposits, is highly dependent on its credit ratings. The table below indicates the current ratings for Citigroup.

        On November 24, 2008, Fitch Ratings lowered Citigroup Inc.'s and Citibank, N.A.'s senior debt rating to "A+" from "AA-." In doing so, Fitch removed the rating from "Watch Negative" and applied a "Stable Outlook."

        On February 27, 2009, Moody's Investors Service lowered Citigroup Inc.'s senior debt rating to "A3" from "A2" and Citibank, N.A.'s long-term rating to "A1" from "Aa3." In doing so, Moody's removed the ratings from "Under Review for possible downgrade" and applied a "Stable Outlook."

        On December 19, 2008, Standard & Poor's lowered Citigroup Inc.'s senior debt rating to "A" from "AA-" and Citibank, N.A.'s long-term rating to "A+" from "AA." In doing so, Standard & Poor's removed the rating from "CreditWatch Negative" and applied a "Stable Outlook." On December 19, 2008, Standard & Poor's also lowered the short-term and commercial paper ratings of Citigroup and Citibank, N.A. to "A-1" from "A-1+". On February 27, 2009, Standard & Poor's placed the ratings of Citigroup Inc. and its subsidiaries on "Negative Outlook." On May 4, 2009, Standard & Poor's placed the ratings of Citigroup Inc. and its subsidiaries on "Credit Watch Negative." On May 8th 2009 Standard & Poor's affirmed the ratings of Citigroup Inc. and its Subsidiaries. In doing so Standard & Poor's removed the rating from "Credit Watch Negative" and applied a "Stable Outlook".

As a result of the Citigroup guarantee, changes in ratings and ratings outlooks for Citigroup Funding Inc. are the same as those of Citigroup noted above.Citigroup.

Citigroup's Debt Ratings as of March 31, 20092010

 
 Citigroup Inc. Citigroup Funding Inc. Citibank, N.A.
 
 Senior
debt
 Commercial
paper
 Senior
debt
 Commercial
paper
 Long-
term
 Short-
term

Fitch Ratings

 A+ F1+ A+ F1+ A+ F1+

Moody's Investors Service

 A3 P-1 A3 P-1 A1 P-1

Standard & Poor's

 A A-1 A A-1 A+ A-1
 A-1 

        On February 9, 2010, S&P affirmed the counterparty credit and debt ratings of Citi. At the same time, S&P revised its outlook on Citi to negative from stable, bringing it in line with many large bank holding companies. This action was the result of S&P's view that there is increased uncertainty about the U.S. government's willingness to provide extraordinary support to a number of systemically important financial institutions. Ratings outlooks from both Moody's and Fitch remain stable. However, continued uncertainty remains for the industry regarding proposed regulatory and legislative changes, and rating agency actions in response to such changes.

        Ratings downgrades by Fitch Ratings, Moody's Investors Service or Standard & Poor's could have had and could continue to havematerial impacts on funding and liquidity through cash obligations, reduced funding capacity and could also have further explicit impact on liquidity due to collateral triggers and other cash requirements.triggers. Because of the current credit ratings of Citigroup Inc., a one-notch downgrade of its senior debt/long-term rating would likelymay or may not impact Citigroup Inc.'s commercial paper/short-term rating.rating by one notch. As of April 30, 2009,March 31, 2010, Citi currently believes that a one-notch downgrade of both the senior debt/long-term rating of Citigroup Inc. and a one-notch downgrade of Citigroup Inc.'s commercial paper/short-term rating, could likely result in the assumed loss of unsecured commercial paper ($10.8 billion) and tender option bonds funding ($2.5 billion) as well as derivative triggers and additional margin requirements ($1.1 billion). Additionally, other funding sources, such as repurchase agreements and other margin requirements for which there are no explicit triggers, could be adversely affected. The aggregate liquidity resources of Citigroup's parent holding company and broker-dealer stood at $82.3 billion as of March 31, 2010 in part as a contingency for such an event, and a broad range of mitigating actions are currently included in the Citigroup contingency funding plan. These mitigating factors include, but are not limited to, accessing funding capacity from existing clients, diversifying funding sources, adjusting the size of select trading books, and tailoring levels of reverse repurchase agreement lending.

        Citi currently believes that a more severe ratings downgrade scenario, such as a two-notch downgrade of the senior debt/long-term rating of Citigroup Inc., accompanied by a one-notch downgrade of Citigroup Inc.'s commercial paper/short-term rating, wouldcould result in an approximately $12.0additional $1.2 billion in funding requirement in the form of collateralcash obligations and cash obligations.collateral.

        Further, as of April 30, 2009,March 31, 2010, a one-notch downgrade of the senior debt/long-term ratings of Citibank, N.A. wouldcould result in an approximately $5.0approximate $3.7 billion funding requirement in the form of collateral and cash obligations. Because of the current credit ratings of Citibank, N.A., a one-notch downgrade of its senior debt/long-term rating is unlikely to have any impact on its commercial paper/short-term rating. The significant bank entities, Citibank, N.A., and other bank vehicles have aggregate liquidity resources of $237.6 billion, and have a detailed contingency funding plan that encompasses a broad range of mitigating actions.


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LIQUIDITY

        Citigroup's liquidity management is structured to optimize the free flow of funds through the Company's legal and regulatory structure. Principal constraints relate to legal and regulatory limitations, sovereign risk and tax considerations. Consistent with these constraints, Citigroup's primary objectives for liquidity management are established by entity and in aggregate across three main operating entities as follows:

        Within this construct, there is a funding framework for the Company's activities. The primary benchmark for the Parent and Broker—Dealer Entities is that on a combined basis, Citigroup maintains sufficient liquidity to meet all maturing unsecured debt obligations due within a one-year time horizon without accessing the unsecured markets. The resulting "short-term ratio" is monitored on a daily basis.

        Starting in the latter part of 2008, serious credit and other market disruptions caused significant potential constraints on liquidity for financial institutions. Citigroup and other U.S. financial services firms are currently benefiting from numerous government programs that are providing Citigroup and other institutions with significant liquidity support. See "TARP and Other Regulatory Programs."


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OFF-BALANCE SHEET ARRANGEMENTS

        Citigroup and its subsidiaries are involved with several types of off-balance sheetoff-balance-sheet arrangements, including special purpose entities (SPEs), primarily in connection with securitization activities inGlobal Cards,Regional Consumer Banking andICGInstitutional Clients Group. Citigroup and its subsidiaries use SPEs principally to obtain liquidity and favorable capital treatment by securitizing certain of Citigroup's financial assets, assisting clients in securitizing their financial assets and creating investment products for clients. For further information about the Company'son Citi's securitization activities and involvement in SPEs, see Note 15Notes 1 and 14 to the Consolidated Financial Statements.


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MANAGING GLOBAL RISK

        Citigroup's risk management framework balances strong corporate oversight with well-defined independent risk management functions for each business and region, as well as cross-business product expertise. The Citigroup risk management framework is described in Citigroup's Annual Report on Form 10-K for the fiscal year ended December 31, 2009.


CREDIT RISK

Loan and Credit Overview

        During the first quarter of 2010, Citigroup's aggregate loan portfolio increased by $130.3 billion to $721.8 billion primarily due to the adoption of SFAS 166/167. Excluding the impact of SFAS 166/167, the aggregate loan portfolio decreased by $16.0 billon. Citi's total allowance for loan losses totaled $48.7 billion at March 31, 2010, a coverage ratio of 6.80% of total loans, up from 6.09% at December 31, 2009 and 4.82% in the first quarter 2009.

        During the first quarter of 2010, Citigroup recorded a net release of $18 million to its credit reserves compared to a $2.6 billion build in the first quarter of 2009. The release consisted of a net release of $242 million for corporate loans ($180 million release inICG and $62 million release inSAP), offset by a net build of $224 million for consumer loans ($386 million build inLCL, $25 million build inSAP, $180 million release inRCB, and a $7 million release inBAM).

        Net credit losses of $8.4 billion during the first quarter of 2010 decreased $1.4 billion from year-ago levels (on a managed basis). The decrease consisted of a net decrease of $239 million for consumer loans (mainly a $636 million decrease inLCL and a $375 million increase inRCB) and a decrease of $1.2 billion for corporate loans ($1.2 billion decrease inSAP, slightly offset by a $25 million increase inICG).

        Consumer non-accrual loans totaled $15.6 billion at March 31, 2010, compared to $18.3 billion at December 31, 2009 and $14.9 billion at March 31, 2009 (prior periods on a managed basis). The consumer loan 90 days or more past due delinquency rate was 4.02% at March 31, 2010, compared to 4.28% at December 31, 2009 and 3.51% at March 31, 2009. During the first quarter of 2010, delinquencies declined in Citi's first and second mortgage portfolios in Citi Holdings, reflecting asset sales, organic improvement, and HAMP mortgage modifications moving to permanent status. The decrease in delinquencies was partially offset by higher delinquencies in the student loan portfolio due to the impact of the adoption of SFAS 166/167. The 30 to 89 days past due delinquency rate was 3.11% at March 31, 2010, compared to 3.46% at December 31, 2009 and 3.38% at March 31, 2009.

        Corporate non-accrual loans were $12.9 billion at March 31, 2010, compared to $13.5 billion at December 31, 2009 and $11.2 billion at March 31, 2009. The decrease from the prior quarter is mainly due to loan sales and paydowns, which were partially offset by increases due to weakening of certain specific credits.

        See below for Citi's loan and credit accounting policies.


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Loans Outstanding

In millions of dollars at year end 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 1st Qtr.
2009
 

Consumer loans

                

In U.S. offices

                
 

Mortgage and real estate(1)

 $180,334 $183,842 $191,748 $197,358 $201,931 
 

Installment, revolving credit, and other

  69,111  58,099  57,820  61,645  64,359 
 

Cards

  127,818  28,951  36,039  33,750  35,406 
 

Commercial and industrial

  5,386  5,640  5,848  6,016  6,123 
 

Lease financing

  7  11  15  16  19 
            

 $382,656 $276,543 $291,470 $298,785 $307,838 
            

In offices outside the U.S.

                
 

Mortgage and real estate(1)

 $49,421 $47,297 $47,568 $45,986 $42,580 
 

Installment, revolving credit, and other

  44,541  42,805  45,004  45,556  47,498 
 

Cards

  38,191  41,493  41,443  42,262  39,347 
 

Commercial and industrial

  14,828  14,780  14,858  13,858  15,550 
 

Lease financing

  771  331  345  339  288 
            

 $147,752 $146,706 $149,218 $148,001 $145,263 
            

Total consumer loans

 $530,408 $423,249 $440,688 $446,786 $453,101 

Unearned income

  1,061  808  803  866  862 
            

Consumer loans, net of unearned income

 $531,469 $424,057 $441,491 $447,652 $453,963 
            

Corporate loans

                

In U.S. offices

                
 

Commercial and industrial

 $15,558 $15,614 $19,692 $26,125 $22,020 
 

Loans to financial institutions

  31,279  6,947  7,666  8,181  9,232 
 

Mortgage and real estate(1)

  21,283  22,560  23,221  23,862  29,486 
 

Installment, revolving credit, and other

  15,792  17,737  17,734  19,856  26,460 
 

Lease financing

  1,239  1,297  1,275  1,284  1,394 
            

 $85,151 $64,155 $69,588 $79,308 $88,592 
            

In offices outside the U.S.

                
 

Commercial and industrial

 $64,903 $68,467 $73,564 $78,512 $72,243 
 

Installment, revolving credit, and other

  10,956  9,683  10,949  11,638  18,379 
 

Mortgage and real estate(1)

  9,771  9,779  12,023  11,887  10,422 
 

Loans to financial institutions

  19,003  15,113  16,906  15,856  16,493 
 

Lease financing

  663  1,295  1,462  1,560  1,620 
 

Governments and official institutions

  1,324  1,229  826  713  597 
            

 $106,620 $105,566 $115,730 $120,166 $119,754 
            

Total corporate loans

 $191,771 $169,721 $185,318 $199,474 $208,346 

Unearned income

  (1,436) (2,274) (4,598) (5,436) (5,017)
            

Corporate loans, net of unearned income

 $190,335 $167,447 $180,720 $194,038 $203,329 
            

Total loans—net of unearned income

 $721,804 $591,504 $622,211 $641,690 $657,292 

Allowance for loan losses—on drawn exposures

  (48,746) (36,033) (36,416) (35,940) (31,703)
            

Total loans—net of unearned income and allowance for credit losses

 $673,058 $555,471 $585,795 $605,750 $625,589 

Allowance for loan losses as a percentage of total loans—net of unearned income(2)

  6.80% 6.09% 5.85% 5.60% 4.82%
            

Allowance for consumer loan losses as a percentage of total consumer loans—net of unearned income(2)

  7.84% 6.70% 6.44% 6.25% 5.29%
            

Allowance for corporate loan losses as a percentage of total corporate loans—net of unearned income(2)

  3.90% 4.56% 4.42% 4.11% 3.77%
            

(1)
Loans secured primarily by real estate.

(2)
First quarter 2010 excludes loans which are carried at fair value.

        Included in the loan table above are lending products whose terms may give rise to additional credit issues. Credit cards with below-market introductory interest rates, multiple loans supported by the same collateral (e.g., home equity loans), and interest-only loans are examples of such products. However, these products are not material to Citigroup's financial position and are closely managed via credit controls that mitigate their additional inherent risk.

        Impaired loans are those where Citigroup believes it is probable that it will not collect all amounts due according to the original contractual terms of the loan. Impaired loans include corporate non-accrual loans as well as smaller-balance homogeneous loans whose terms have been modified due to the borrower's financial difficulties and Citigroup granted a concession to the borrower. Such modifications may include interest rate reductions and/or principal forgiveness. Valuation allowances for these loans are estimated considering all available evidence including, as appropriate, the present value of the expected future cash flows discounted at the loan's original contractual effective rate, the secondary market value of the loan and the fair value of collateral less disposal costs. These totals exclude smaller-balance homogeneous loans that


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have not been modified and are carried on a non-accrual basis, as well as substantially all loans modified for periods of 12 months or less.

        At March 31, 2010, loans included in those short-term programs amounted to $7.9 billion.

        The following tables describetable presents information about impaired loans:

In millions of dollars at year end March 31,
2010
 December 31,
2009
 

Non-accrual corporate loans

       

    Commercial and industrial

 $6,776 $6,347 

    Loans to financial institutions

  1,044  1,794 

    Mortgage and real estate

  3,406  4,051 

    Lease financing

  59   

    Other

  1,647  1,287 
      

    Total non-accrual corporate loans

 $12,932 $13,479 
      

Impaired consumer loans(1)

       

    Mortgage and real estate

 $14,136 $10,629 

    Installment and other

  4,578  3,853 

    Cards

  5,026  2,453 
      

    Total impaired consumer loans

 $23,740 $16,935 
      

Total(2)

 $36,672 $30,414 
      

Non-accrual corporate loans with valuation allowances

 $8,626 $8,578 

Impaired consumer loans with valuation allowances

  23,042  16,453 
      

Non-accrual corporate valuation allowance

 $2,569 $2,480 

Impaired consumer valuation allowance

  7,157  4,977 
      

Total valuation allowances(3)

 $9,726 $7,457 
      

(1)
Prior to 2008, Citi's financial accounting systems did not separately track impaired smaller-balance, homogeneous consumer loans whose terms were modified due to the borrowers' financial difficulties and it was determined that a concession was granted to the borrower. Smaller-balance consumer loans modified since January 1, 2008 amounted to $22.6 billion and $15.9 billion at March 31, 2010 and December 31, 2009, respectively. However, information derived from Citi's risk management systems indicates that the amounts of outstanding modified loans, including those modified prior to 2008, approximated $24.6 billion and $18.1 billion at March 31, 2010 and December 31, 2009, respectively.

(2)
Excludes loans purchased for investment purposes.

(3)
Included in theAllowance for loan losses.

Loan Accounting Policies

        The following are Citigroup's accounting policies for Loans, Allowance for Loan Losses and related lending activities.

Loans

        Loans are reported at their outstanding principal balances net of any unearned income and unamortized deferred fees and costs except that credit card receivable balances also include accrued interest and fees. Loan origination fees and certain characteristicsdirect origination costs are generally deferred and recognized as adjustments to income over the lives of assets ownedthe related loans.

        As described in Note 17 to the Consolidated Financial Statements, Citi has elected fair value accounting for certain loans. Such loans are carried at fair value with changes in fair value reported in earnings. Interest income on such loans is recorded inInterest revenue at the contractually specified rate.

        Loans for which the fair value option has not been elected are classified upon origination or acquisition as either held-for-investment or held-for-sale. This classification is based on management's initial intent and ability with regard to those loans.

        Loans that are held-for-investment are classified asLoans, net of unearned income on the Consolidated Balance Sheet, and the related cash flows are included within the cash flows from investing activities category in the Consolidated Statement of Cash Flows on the lineChange in loans. However, when the initial intent for holding a loan has changed from held-for-investment to held-for-sale, the loan is reclassified to held-for-sale, but the related cash flows continue to be reported in cash flows from investing activities in the Consolidated Statement of Cash Flows on the lineProceeds from sales and securitizations of loans.

        Substantially all of the consumer loans sold or securitized by Citigroup are U.S. prime residential mortgage loans or U.S. credit card receivables. The practice of the U.S. prime mortgage business has been to sell all of its loans except for non-conforming adjustable rate loans. U.S. prime mortgage conforming loans are classified as held-for-sale at the time of origination. The related cash flows are classified in the Consolidated Statement of Cash Flows in the cash flows from operating activities category on the lineChange in loans held-for-sale.

        Prior to 2010, U.S. credit card receivables were classified at origination as loans-held-for-sale to the extent that management did not have the intent to hold the receivables for the foreseeable future or until maturity. Prior to 2010, the U.S. credit card securitization forecast for the three months following the latest balance sheet date, excluding replenishments, was the basis for the amount of such loans classified as held-for-sale. Cash flows related to U.S. credit card loans classified as held-for-sale at origination or acquisition are reported in the cash flows from operating activities category on the lineChange in loans held-for-sale.


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Consumer loans

        Consumer loans represent loans and leases managed primarily by theRegional Consumer Banking andLocal Consumer Lending businesses. As a general rule, interest accrual ceases for installment and real estate (both open- and closed-end) loans when payments are 90 days contractually past due. For credit cards and unsecured revolving loans, however, Citi generally accrues interest until payments are 180 days past due. Loans that have been modified to grant a short-term or long-term concession to a borrower who is in financial difficulty may not be accruing interest at the time of the modification. The policy for returning such modified loans to accrual status varies by product and/or region. In most cases, a minimum number of payments (ranging from one to six) are required, while in other cases the loan is never returned to accrual status.

        Citi's charge-off policies follow the general guidelines below:

Corporate loans

        Corporate loans represent loans and leases managed byICG or theSpecial Asset Pool. Corporate loans are identified as impaired and placed on a cash (non-accrual) basis when it is determined that the payment of interest or principal is doubtful or when interest or principal is 90 days past due, except when the loan is well-collateralized and in the process of collection. Any interest accrued on impaired corporate loans and leases is reversed at 90 days and charged against current earnings, and interest is thereafter included in earnings only to the extent actually received in cash. When there is doubt regarding the ultimate collectability of principal, all cash receipts are thereafter applied to reduce the recorded investment in the loan.

        Impaired corporate loans and leases are written down to the extent that principal is judged to be uncollectible. Impaired collateral-dependent loans and leases, where repayment is expected to be provided solely by the sale of the underlying collateral and there are no other available and reliable sources of repayment, are written down to the lower of cost or collateral value. Cash-basis loans are returned to an accrual status when all contractual principal and interest amounts are reasonably assured of repayment and there is a sustained period of repayment performance in accordance with the contractual terms.

Loans Held-for-Sale

        Corporate and consumer loans that have been identified for sale are classified as loans held-for-sale included inOther assets. With the exception of certain identified significant unconsolidated VIEsmortgage loans for which the fair value option has been elected, these loans are accounted for at the lower of cost or market value (LOCOM), with any write-downs or subsequent recoveries charged toOther revenue.

Allowance for Loan Losses

        Allowance for loan losses represents management's best estimate of probable losses inherent in the portfolio, as well as probable losses related to large individually evaluated impaired loans and troubled debt restructurings. Attribution of the allowance is made for analytical purposes only, and the entire allowance is available to absorb probable credit losses inherent in the overall portfolio. Additions to the allowance are made through the provision for credit losses. Credit losses are deducted from the allowance, and subsequent recoveries are added. Securities received in exchange for loan claims in debt restructurings are initially recorded at fair value, with any gain or loss reflected as a recovery or charge-off to the allowance, and are subsequently accounted for as securities available-for-sale.


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Corporate loans

        In the Corporate portfolios, the allowance for loan losses includes an asset-specific component and a statistically-based component. The asset specific component is calculated under ASC 310-10-35,Receivables—Subsequent Measurement (formerly SFAS 114) on an individual basis for larger-balance, non-homogeneous loans, which are considered impaired. An asset-specific allowance is established when the discounted cash flows, collateral value (less disposal costs), or observable market price of the impaired loan is lower than its carrying value. This allowance considers the borrower's overall financial condition, resources, and payment record, the prospects for support from any financially responsible guarantors and, if appropriate, the realizable value of any collateral. The asset specific component of the allowance for smaller balance impaired loans is calculated on a pool basis considering historical loss experience. The allowance for the remainder of the loan portfolio is calculated under ASC 450,Contingencies (formerly SFAS 5) using a statistical methodology, supplemented by management judgment. The statistical analysis considers the portfolio's size, remaining tenor, and credit quality as measured by internal risk ratings assigned to individual credit facilities, which reflect probability of default and loss given default. The statistical analysis considers historical default rates and historical loss severity in the event of default, including historical average levels and historical variability. The result is an estimated range for inherent losses. The best estimate within the range is then determined by management's quantitative and qualitative assessment of current conditions, including general economic conditions, specific industry and geographic trends, and internal factors including portfolio concentrations, trends in internal credit quality indicators, and current and past underwriting standards.

Consumer loans

        ForConsumer loans, each portfolio of smaller-balance, homogeneous loans—including consumer mortgage, installment, revolving credit, and most other consumer loans—is independently evaluated for impairment. The allowance for loan losses attributed to these loans is established via a process that estimates the probable losses inherent in the specific portfolio based upon various analyses. These include migration analysis, in which historical delinquency and credit loss experience is applied to the current aging of the portfolio, together with analyses that reflect current trends and conditions.

        Management also considers overall portfolio indicators, including historical credit losses, delinquent, non-performing, and classified loans, trends in volumes and terms of loans, an evaluation of overall credit quality, the credit process, including lending policies and procedures, and economic, geographical, product and other environmental factors. In addition, valuation allowances are determined for impaired smaller-balance homogeneous loans whose terms have been modified due to the borrowers' financial difficulties and where it has been determined that a concession was granted to the borrower. Such modifications may include interest rate reductions, principal forgiveness and/or term extensions. Where long-term concessions have been granted, such modifications are accounted for as "troubled debt restructurings" (TDRs). The allowance for loan losses for TDRs is determined in accordance with ASC-310-10-35 by comparing expected cash flows of the loans discounted at the loans' original effective interest rates to the carrying value of the loans. Where short-term concessions have been granted, the allowance for loan losses is materially consistent with the requirements of ASC-310-10-35.

Reserve Estimates and Policies

        Management provides reserves for an estimate of probable losses inherent in the funded loan portfolio on the balance sheet in the form of an allowance for loan losses. These reserves are established in accordance with Citigroup's Credit Reserve Policies, as approved by the Audit Committee of the Board of Directors. Citi's Chief Risk Officer and Chief Financial Officer review the adequacy of the credit loss reserves each quarter with representatives from the Risk Management and Finance staffs for each applicable business area.

        The above-mentioned representatives covering the business areas having classifiably managed portfolios, where internal credit-risk ratings are assigned (primarilyICG, Regional Consumer Banking andLocal Consumer Lending), or modified consumer loans, where concessions were granted due to the borrowers' financial difficulties present recommended reserve balances for their funded and unfunded lending portfolios along with supporting quantitative and qualitative data. The quantitative data include:


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        In addition, representatives from both the Risk Management and Finance staffs that cover business areas that have delinquency-managed portfolios containing smaller homogeneous loans present their recommended reserve balances based upon leading credit indicators, including loan delinquencies and changes in portfolio size as well as economic trends including housing prices, unemployment and GDP. This methodology is applied separately for each individual product within each different geographic region in which these portfolios exist.

        This evaluation process is subject to numerous estimates and judgments. The frequency of default, risk ratings, loss recovery rates, the size and diversity of individual large credits, and the ability of borrowers with foreign currency obligations to obtain the foreign currency necessary for orderly debt servicing, among other things, are all taken into account during this review. Changes in these estimates could have a direct impact on the credit costs in any quarter and could result in a change in the allowance. Changes to the reserve flow through the Consolidated Statement of Income on the lineProvision for loan losses.

Allowance for Unfunded Lending Commitments

        A similar approach to the allowance for loan losses is used for calculating a reserve for the expected losses related to unfunded loan commitments and standby letters of credit. This reserve is classified on the balance sheet inOther liabilities. Changes to the allowance for unfunded lending commitments flow through the Consolidated Statement of Income on the lineProvision for unfunded lending commitments.


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Details of Credit Loss Experience

In millions of dollars 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 1st Qtr.
2009
 

Allowance for loan losses at beginning of period

 $36,033 $36,416 $35,940 $31,703 $29,616 
            

Provision for loan losses

                

    Consumer

 $8,244 $7,077 $7,321 $10,010 $8,010 

    Corporate

  122  764  1,450  2,223  1,905 
            

 $8,366 $7,841 $8,771 $12,233 $9,915 
            

Gross credit losses

                

Consumer

                

    In U.S. offices

 $6,942 $4,360 $4,459 $4,694 $4,124 

    In offices outside the U.S. 

  1,797  2,187  2,406  2,305  1,936 

Corporate

                

    In U.S. offices

  404  478  1,101  1,216  1,176 

    In offices outside the U.S. 

  155  877  483  558  424 
            

 $9,298 $7,902 $8,449 $8,773 $7,660 
            

Credit recoveries

                

Consumer

                

    In U.S. offices

 $419 $160 $149 $131 $136 

    In offices outside the U.S. 

  300  327  288  261  213 

Corporate

                

    In U.S. offices

  177  246  30  4  1 

    In offices outside the U.S. 

  18  34  13  22  28 
            

 $914 $767 $480 $418 $378 
            

Net credit losses

                

    In U.S. offices

 $6,750 $4,432 $5,381 $5,775 $5,163 

    In offices outside the U.S. 

  1,634  2,703  2,588  2,580  2,119 
            

Total

 $8,384 $7,135 $7,969 $8,355 $7,282 
            

Other—net(1)(2)(3)(4)(5)

 $12,731 $(1,089)$(326)$359 $(546)
            

Allowance for loan losses at end of period(6)

 $48,746 $36,033 $36,416 $35,940 $31,703 
            

Allowance for loan losses as a % of total loans

  6.80% 6.09% 5.85% 5.60% 4.82%

Allowance for unfunded lending commitments(7)

 $1,122 $1,157 $1,074 $1,082 $947 
            

Total allowance for loan losses and unfunded lending commitments

 $49,868 $37,190 $37,490 $37,022 $32,650 
            

Net consumer credit losses

 $8,020 $6,060 $6,428 $6,607 $5,711 

As a percentage of average consumer loans

  6.04% 5.43% 5.66% 5.88% 4.95%
            

Net corporate credit losses

 $364 $1,075 $1,541 $1,748 $1,571 

As a percentage of average corporate loans

  0.19% 0.61% 0.82% 0.89% 0.79%
            

Allowance for loan losses at end of period(8)

                

    Citicorp

 $18,503 $10,731 $10,956 $10,676 $9,088 

    Citi Holdings

  30,243  25,302  25,460  25,264  22,615 
            

            Total Citigroup

 $48,476 $36,033 $36,416 $35,940 $31,703 
            

Allowance by type

                

    Consumer(9)

 $41,422 $28,397 $28,420 $27,969 $24,036 

    Corporate

  7,324  7,636  7,996  7,971  7,667 
            

            Total Citigroup

 $48,746 $36,033 $36,416 $35,940 $31,703 
            

(1)
The first quarter of 2010 primarily includes $13.4 billion related to the impact of consolidating entities in connection with Citi's adoption of SFAS 166/167 as of January 1, 2010 and reductions of approximately $640 million related to the sale or transfer to held-for-sale of U.S. and U.K. real estate lending loans.

(2)
The fourth quarter of 2009 includes a reduction of approximately $335 million related to securitizations and approximately $400 million related to the sale or transfer to held-for-sale of U.S. real estate lending loans.

(3)
The third quarter of 2009 primarily includes a reduction to the credit loss reserves of $562 million related to the transfer of the U.K. Cards portfolio to held-for-sale partially offset by increases related to FX translation.

(4)
The second quarter of 2009 primarily includes increases to the credit loss reserves primarily related to FX translation.

(5)
The first quarter of 2009 primarily includes reductions to the credit loss reserves of $213 million related to securitizations and reductions of approximately $320 million primarily related to FX translation.

(6)
Included in the allowance for loan losses are reserves for loans which have been subject to troubled debt restructurings (TDRs) of $6,926 million, $4,819 million, $4,587 million, $3,810 million and $2,760 million as of March 31, 2009. These VIEs2010, December 31, 2009, September 30, 2009, June 30, 2009 and March 31, 2009, respectively.

(7)
Represents additional credit loss reserves for unfunded corporate lending commitments and letters of credit recorded inOther Liabilities on the Consolidated Balance Sheet.

(8)
Allowance for loan losses represents management's best estimate of probable losses inherent in the portfolio, as well as probable losses related to large individually evaluated impaired loans and troubled debt restructurings. Attribution of the allowance is made for analytical purposes only, and the Company's exposureentire allowance is available to absorb probable credit losses inherent in the VIEs are describedoverall portfolio.

(9)
Included in Note 15the first quarter of 2010 consumer loan loss reserve is $21.7 billion related to Citi's global credit card portfolio and reflects the Consolidated Financial Statements.adoption of SFAS 166/167 as of January 1, 2010. See alsodiscussion on page 3 and Note 1 to the Consolidated Financial Statements, "Elimination of QSPEs and Changes in the FIN 46(R) Consolidation Model."

 
  
  
 Credit rating distribution 
Citi-Administered Asset-Backed Commercial Paper Conduits Total
assets
(in billions)
 Weighted
average
life
 AAA AA A BBB/BBB+
and below
 

 $50.3 4.1 years  43% 37% 17% 3%
              


Asset class% of total
portfolio

Student loans

28%

Trade receivables

10%

Credit cards and consumer loans

7%

Portfolio finance

14%

Commercial loans and corporate credit

16%

Export finance

15%

Auto

7%

Residential mortgage

3%

Total

100%


 
  
  
 Credit rating distribution 
Collateralized Debt and Loan Obligations Total
assets
(in billions)
 Weighted
average life
 A or higher BBB BB/B CCC Unrated 

Collateralized debt obligations (CDOs)

 $16.8 4.0 years  27% 14% 12% 39% 8%

Collateralized loan obligations (CLOs)

 $22.9 6.1 years  3% 2% 50% 2% 43%
                


 
 Credit rating distribution 
Municipal Securities Tender Option Bond Trusts (TOB) Total
assets
(in billions)
 Weighted
average
life
 AAA/Aaa AA/Aa1— AA-/Aa3 Less
than
AA-/Aa3
 

Customer TOB trusts (not consolidated)

 $7.8 11.5 years  53% 43% 4%

Proprietary TOB trusts (consolidated and non-consolidated)

 $15.1 19.9 years  58% 30% 12%

QSPE TOB trusts (not consolidated)

 $5.6 9.2 years  66% 27% 7%
            
Statements.

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FAIR VALUATIONNon-Accrual Assets

        ForThe table below summarizes Citigroup's view of non-accrual loans as of the periods indicated. Non-accrual loans are loans in which the borrower has fallen behind in interest payments or, for corporate loans, where Citi has determined that the payment of interest or principal is doubtful, and which are therefore considered impaired. As discussed under "Loan Accounting Policies" above, in situations where Citi reasonably expects that only a portion of the principal and interest owed will ultimately be collected, all payments received are reflected as a reduction of principal and not as interest income. There is no industry-wide definition of non-accrual assets, however, and as such, analysis across the industry is not always comparable.

        Corporate non-accrual loans may still be current on interest payments. Consistent with industry conventions, Citi generally accrues interest on credit card loans until such loans are charged-off, which typically occurs at 180 days' contractual delinquency. As such, the non-accrual loan disclosures in this section do not include credit card loans.

Non-accrual loans

In millions of dollars 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 1st Qtr.
2009
 

Citicorp

 $5,024 $5,353 $5,507 $5,395 $3,951 

Citi Holdings

  23,544  26,387  27,177  22,851  22,160 
            
 

Total non-accrual loans (NAL)

 $28,568 $31,740 $32,684 $28,246 $26,111 
            

Corporate non-accrual loans(1)

                

North America

 $5,660 $5,621 $5,263 $3,499 $3,789 

EMEA

  5,834  6,308  7,969  7,690  6,479 

Latin America

  608  569  416  230  300 

Asia

  830  981  1,061  1,056  635 
            

 $12,932 $13,479 $14,709 $12,475 $11,203 
            
 

Citicorp

 $2,975 $3,238 $3,300 $3,159 $1,935 
 

Citi Holdings

  9,957  10,241 $11,409 $9,316 $9,268 
            

 $12,932 $13,479 $14,709 $12,475 $11,203 
            

Consumer non-accrual loans(1)

                

North America

 $12,966 $15,111 $14,609 $12,154 $11,687 

EMEA

  790  1,159  1,314  1,356  1,128 

Latin America

  1,246  1,340  1,342  1,520  1,338 

Asia

  634  651  710  741  755 
            

 $15,636 $18,261 $17,975 $15,771 $14,908 
            
 

Citicorp

 $2,049 $2,115 $2,207 $2,236 $2,016 
 

Citi Holdings

  13,587  16,146  15,768  13,535  12,892 
            

 $15,636 $18,261 $17,975 $15,771 $14,908 
            

(1)
Excludes purchased distressed loans as they are generally accreting interest. The carrying value of these loans was $804 million at March 31, 2010, $920 million at December 31, 2009, $1.267 billion at September 30, 2009, $1.509 billion at June 30, 2009, and $1.328 billion at March 31, 2009.

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Non-Accrual Assets (continued)

        The table below summarizes Citigroup's other real estate owned (OREO) assets. This represents the carrying value of all property acquired by foreclosure or other legal proceedings when Citi has taken possession of the collateral.

OREO 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 1st Qtr.
2009
 

Citicorp

 $881 $874 $284 $291 $307 

Citi Holdings

  632  615  585  664  854 

Corporate/Other

  8  11  15  14  41 
            

    Total OREO

 $1,521 $1,500 $884 $969 $1,202 
            

North America

 $1,291 $1,294 $682 $789 $1,115 

EMEA

  134  121  105  97  65 

Latin America

  51  45  40  29  20 

Asia

  45  40  57  54  2 
            

 $1,521 $1,500 $884 $969 $1,202 
            

Other repossessed assets(1)

 $64 $73 $76 $72 $78 
            

(1)
Primarily transportation equipment, carried at lower of cost or fair value, less costs to sell.

Non-accrual assets—Total Citigroup 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 1st Qtr.
2009
 

Corporate non-accrual loans

 $12,932 $13,479 $14,709 $12,475 $11,203 

Consumer non-accrual loans

  15,636  18,261  17,975  15,771  14,908 
            

    Non-accrual loans (NAL)

 $28,568 $31,740 $32,684 $28,246 $26,111 
            

OREO

 $1,521 $1,500 $884 $969 $1,202 

Other repossessed assets

  64  73  76  72  78 
            

    Non-accrual assets (NAA)

 $30,153 $33,313 $33,644 $29,287 $27,391 
            

NAL as a percentage of total loans

  3.96% 5.37% 5.25% 4.40% 3.97%

NAA as a percentage of total assets

  1.51% 1.79% 1.78% 1.58% 1.50%

Allowance for loan losses as a percentage of NAL(1)

  171% 114% 111% 127% 121%
            

(1)
The allowance for loan losses includes the allowance for credit card and purchased distressed loans, while the non-accrual loans exclude credit card balances and purchased distressed loans as these generally continue to accrue interest until write-off.

Non-accrual assets—Total Citicorp 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 1st Qtr.
2009
 

Non-accrual loans (NAL)

 $5,024 $5,353 $5,507 $5,395 $3,951 

OREO

  881  874  284  291  307 

Other repossessed assets

  N/A  N/A  N/A  N/A  N/A 
            

    Non-accrual assets (NAA)

 $5,905 $6,227 $5,791 $5,686 $4,258 
            

NAA as a percentage of total assets

  0.48% 0.55% 0.54% 0.54% 0.42%

Allowance for loan losses as a percentage of NAL(1)

  368% 200% 199% 198% 230%
            

Non-accrual assets—Total Citi Holdings

                

Non-accrual loans (NAL)

 $23,544 $26,387 $27,177 $22,851 $22,160 

OREO

  632  615  585  664  854 

Other repossessed assets

  N/A  N/A  N/A  N/A  N/A 
            

    Non-accrual assets (NAA)

 $24,176 $27,002 $27,762 $23,515 $23,014 
            

NAA as a percentage of total assets

  4.81% 5.54% 4.99% 4.04% 3.84%

Allowance for loan losses as a percentage of NAL(1)

  128% 96% 94% 111% 102%
            

(1)
The allowance for loan losses includes the allowance for credit card ($21.7 billion at March 31, 2010) and purchased distressed loans, while the non-accrual loans exclude credit card balances and purchased distressed loans as these generally continue to accrue interest until write-off.

N/A    Not available at the Citicorp or Citi Holdings level.

Renegotiated Loans

In millions of dollars at year end 1st Qtr.
2010
 4th Qtr.
2009
 

Renegotiated loans(1)(2)

       

In U.S. offices

 $19,064 $13,421 

In offices outside the U.S. 

  3,919  3,643 
      

 $22,983 $17,064 
      

(1)
Smaller-balance, homogeneous renegotiated loans were derived from Citi's risk management systems.

(2)
Also includes Corporate and Commercial Business loans.

Table of Contents

Representations and Warranties

        When selling a loan, Citi makes various representations and warranties. In the event of a breach of these representations and warranties, Citi may be required to either repurchase the mortgage loans (generally at unpaid principal balance plus accrued interest), with the identified defects, or indemnify ("make whole") the investor or insurer. Citigroup's repurchases are primarily from Government Sponsored Entities. The specific representations and warranties made by Citi depend on the nature of the transaction and the requirements of the buyer. Market conditions and credit-ratings agency requirements may also affect representations and warranties and the other provisions Citi may agree to in loan sales. Citi has recorded a repurchase reserve that is included inOther liabilities in the Consolidated Balance Sheet. In the case of a repurchase, Citi will bear any subsequent credit loss on the mortgage loans.

        Citi's representations and warranties are generally not subject to stated limits in amount or time of coverage. However, contractual liability arises only when the representations and warranties are breached and generally only when a loss results from the breach. In the case of a repurchase, the loan is typically considered a credit-impaired loan and accounted for under SOP 03-3, "Accounting for Certain Loans and Debt Securities, Acquired in a Transfer" (now incorporated into ASC 310-30,Receivables—Loans and Debt Securities Acquired with Deteriorated Credit Quality). These repurchases have not had a material impact on nonperforming loan statistics because credit-impaired purchased SOP 03-3 loans are not included in nonaccrual loans.

        In the case of a repurchase of a credit-impaired SOP 03-3 loan, the difference between the loan's fair value and unpaid principal balance at the time of the repurchase is recorded as a utilization of the repurchase reserve. Payments to make the investor whole are also treated as utilizations and charged directly against the reserve. The provision for estimated probable losses arising from loan sales is recorded as an adjustment to the gain on sale, which is included inOther revenue in the Consolidated Statement of Income. A liability for representations and warranties is estimated when Citi sells loans and is updated quarterly. Any change in estimate is recorded inOther revenue in the Consolidated Statement of Income.

        The activity in the repurchase reserve for the quarters ended March 31, 2010 and March 31, 2009 is as follows:

In millions of dollars 2010 2009 

Balance, beginning of period

 $482 $75 

Additions for new sales

  5  5 

Change in estimate

    171 

Utilizations

  (37) (33)
      

Balance, end of period

 $450 $218 
      

Table of Contents


Consumer Loan Details

Consumer Loan Delinquency Amounts and Ratios

 
 Total loans(6) 90+ days past due(1) 30-89 days past due(1) 
In millions of dollars, except EOP loan amounts in billions Mar.
2010
 Mar.
2010
 Dec.
2009
 Mar.
2009
 Mar.
2010
 Dec.
2009
 Mar.
2009
 

Citicorp

                      

Total

 $220.8 $4,005 $4,070 $3,939 $4,289 $4,252 $4,649 

    Ratio

     1.81% 1.81% 1.86% 1.94% 1.89% 2.19%

Retail Bank

                      

    Total

  110.6  863  784  700  1,197  1,021  1,111 

        Ratio

     0.78% 0.73% 0.69% 1.08% 0.95% 1.10%

    North America

  31.5  142  106  99  236  81  92 

        Ratio

     0.45% 0.33% 0.29% 0.75% 0.25% 0.27%

    EMEA

  4.9  52  60  58  182  203  213 

        Ratio

     1.06% 1.15% 1.06% 3.71% 3.90% 3.87%

    Latin America

  19.4  433  382  280  357  300  290 

        Ratio

     2.23% 2.10% 1.82% 1.84% 1.65% 1.88%

    Asia

  54.8  236  236  263  422  437  516 

        Ratio

     0.43% 0.46% 0.57% 0.77% 0.85% 1.12%

Citi-Branded Cards(2)(3)

                      

    Total

  110.2  3,142  3,286  3,239  3,092  3,231  3,538 

        Ratio

     2.85% 2.80% 2.92% 2.81% 2.75% 3.19%

    North America

  77.7  2,304  2,371  2,307  2,145  2,182  2,337 

        Ratio

     2.96% 2.82% 2.82% 2.76% 2.59% 2.86%

    EMEA

  2.9  77  85  58  113  140  131 

        Ratio

     2.66% 2.82% 2.33% 3.91% 4.67% 5.24%

    Latin America

  12.1  497  553  555  473  556  683 

        Ratio

     4.11% 4.46% 4.91% 3.91% 4.48% 6.04%

    Asia

  17.5  264  277  319  361  353  387 

        Ratio

     1.51% 1.55% 2.07% 2.06% 1.97% 2.51%

Citi Holdings—Local Consumer Lending

                      

    Total

  308.9  16,808  18,457  15,478  11,836  13,945  14,058 

        Ratio

     5.66% 6.11% 4.54% 3.99% 4.62% 4.12%

    International

  27.7  953  1,362  1,380  1,059  1,482  1,964 

        Ratio

     3.44% 4.22% 3.59% 3.82% 4.59% 5.11%

    North America retail partners cards(2)(3)

  54.5  2,385  2,681  2,791  2,374  2,674  2,826 

        Ratio

     4.38% 4.42% 4.36% 4.36% 4.41% 4.42%

    North America (excluding cards)(4)(5)

  226.7  13,470  14,414  11,307  8,403  9,789  9,268 

        Ratio

     6.27% 6.89% 4.74% 3.91% 4.68% 3.88%
                

Total Citigroup (excludingSpecial Asset Pool)

 $529.7 $20,813 $22,527 $19,417 $16,125 $18,197 $18,707 

        Ratio

     4.02% 4.28% 3.51% 3.11% 3.46% 3.38%
                

(1)
The ratios of 90 days or more past due and 30 to 89 days past due are calculated based on end-of-period loans.

(2)
The 90 days or more past due balances for Citi-branded cards and retail partners cards are generally still accruing interest. Citigroup's policy is generally to accrue interest on credit card loans until 180 days past due, unless notification of bankruptcy filing has been received earlier.

(3)
The above information presents consumer credit information on a managed basis. Citigroup adopted SFAS 166/167 effective January 1, 2010. As a result, beginning in the first quarter of 2010, there is no longer a difference between reported and managed delinquencies. Prior quarters' managed delinquencies are included herein for comparative purposes to the 2010 first quarter delinquencies. Managed basis reporting historically impacted theNorth America Regional Consumer Banking—Citi-branded cards and theLocal Consumer Lending—retail partner cards businesses. The historical disclosures reflect the impact from credit card securitizations only. See discussion of fair valueadoption of assetsSFAS 166/167 on page 3 and liabilities, see Notes 17 and 18Note 1 to the Consolidated Financial Statements.

(4)
The 90 or more and 30 to 89 days past due and related ratio forNorth America LCL (excluding cards) excludes U.S. mortgage loans that are guaranteed by U.S. government sponsored agencies since the potential loss predominantly resides within the U.S. agencies. The amounts excluded for loans 90 days or more past due and (end-of-period loans) for each period are: $5.2 billion ($9.0 billion), $5.4 billion ($9.0 billion), and $3.6 billion ($7.1 billion) as of March 31, 2010, December 31, 2009 and March 31, 2009, respectively. The amounts excluded for loans 30 to 89 days past due (end-of-period loans have the same adjustment as above) for each period are: $1.2 billion, $1.0 billion, and $0.6 billion, as of March 31, 2010, December 31, 2009 and March 31, 2009, respectively.

(5)
The March 31, 2010 loans 90 days or more past due and 30-89 days or more past due and related ratios for North America (ex Cards) excludes $2.9 billion of loans that are carried at fair value.

(6)
Total loans include interest and fees on credit cards.

Table of Contents

Consumer Loan Net Credit Losses and Ratios

 
 Average
loans(1)
 Net credit losses(2) 
In millions of dollars, except average loan amounts in billions 1Q10 1Q10 4Q09 1Q09 

Citicorp

             

Total

 $221.5 $3,040 $1,388 $1,174 
 

Add: impact of credit card securitizations(3)

       1,727  1,491 
 

Managed NCL

    $3,040 $3,115 $2,665 
 

Ratio

     5.57% 5.50% 5.06%

Retail Bank

             
 

Total

 ��109.5  289  409  338 
  

Ratio

     1.07% 1.49% 1.36%
 

North America

  32.2  73  88  56 
  

Ratio

     0.94% 1.04% 0.66%
 

EMEA

  5.0  47  84  60 
  

Ratio

     3.88% 5.99% 4.50%
 

Latin America

  18.5  91  149  112 
  

Ratio

     1.96% 3.31% 2.96%
 

Asia

  53.8  78  88  110 
  

Ratio

     0.60% 0.68% 0.98%

Citi-Branded Cards

             
 

Total

  112.0  2,751  979  836 
  

Add: impact of credit card securitizations(3)

       1,727  1,491 
  

Managed NCL

     2,751  2,706  2,327 
  

Ratio

     9.96% 9.27% 8.40%
 

North America

  79.2  2,084  220  201 
  

Add: impact of credit card securitizations(3)

       1,727  1,491 
  

Managed NCL

     2,084  1,947  1,692 
  

Ratio

     10.67% 9.30% 8.27%
 

EMEA

  2.9  50  54  29 
  

Ratio

     6.97% 7.13% 4.68%
 

Latin America

  12.1  418  476  429 
  

Ratio

     14.03% 15.37% 15.30%
 

Asia

  17.8  199  229  177 
  

Ratio

     4.50% 5.20% 4.60%

Citi Holdings—Local Consumer Lending

             
 

Total

  318.0  4,938  4,612  4,517 
  

Add: impact of credit card securitizations(3)

       1,118  1,057 
  

Managed NCL

     4,938  5,730  5,574 
  

Ratio

     6.30% 7.12% 6.36%
 

International

  30.0  612  784  818 
  

Ratio

     8.27% 8.74% 8.44%
 

North America retail partners cards

  57.1  1,932  845  901 
  

Add: impact of credit card securitizations(3)

       1,118  1,057 
  

Managed NCL

     1,932  1,963  1,958 
  

Ratio

     13.72% 12.81% 11.98%
 

North America (excluding cards)

  230.9  2,394  2,983  2,798 
  

Ratio

     4.20% 5.31% 4.54%
          

Total Citigroup (excludingSpecial Asset Pool)

 $539.5 $7,978 $6,000 $5,691 
  

Add: impact of credit card securitizations(3)

       2,845  2,548 
  

Managed NCL

     7,978  8,845  8,239 
  

Ratio

     6.00% 6.45% 5.87%
          

(1)
Average loans include interest and fees on credit cards.

(2)
The ratios of net credit losses are calculated based on average loans, net of unearned income.

(3)
See page 3 and Note 1 to the Consolidated Financial Statements for a discussion of the impact of SFAS 166/167.

Table of Contents


Consumer Loan Modification Programs

        Citigroup has instituted a variety of modification programs to assist borrowers with financial difficulties. These programs include modifying the original loan terms, reducing interest rates, extending the remaining loan duration and/or waiving a portion of the remaining principal balance. At March 31, 2010, Citi's programs consist of the U.S. Treasury's Home Affordable Modification Program (HAMP), as well as short-term forbearance and long-term modification programs, each summarized below.

        HAMP.    The HAMP is designed to reduce monthly first mortgage payments to a 31% housing debt ratio by lowering the interest rate, extending the term of the loan and forbearing principal of certain eligible borrowers who have defaulted on their mortgages or who are at risk of imminent default due to economic hardship. In order to be entitled to loan modifications, borrowers must complete a three- to five-month trial period, make the agreed payments and provide the required documentation. Beginning March 1, 2010, documentation is required to be provided prior to beginning the trial period, whereas prior to that date, it was required to be provided before the end of the trial period. This change generally means that Citi is able to verify income up front for potential HAMP participants before they begin making lower monthly payments. Citi currently believes this change will limit the number of borrowers who ultimately fall out from the trials and potentially mitigates the impact of HAMP trial participants on early bucket delinquency data.

        During the trial period, Citi requires that the original terms of the loans remain in effect pending completion of the modification. As of March 31, 2010, approximately $6.1 billion of first mortgages were enrolled in the HAMP trial period, while $1.5 billion have successfully completed the trial period. Upon completion of the trial period, the terms of the loan are contractually modified, and it is accounted for as a "troubled debt restructuring" (see "Long-term programs" below). For additional information on HAMP, see "U.S. Consumer Mortgage Lending" below.

        Citi also recently agreed to participate in the U.S. Treasury's HAMP second mortgage program, which requires Citi to either: (1) modify the borrower's second mortgage according to a defined protocol; or (2) accept a lump sum payment from the U.S. Treasury in exchange for full extinguishment of the second mortgage. For a borrower to qualify, the borrower must have successfully modified his/her first mortgage under the HAMP and met other criteria.

        Short-term programs.    Citigroup has also instituted interest rate reduction programs (primarily in the U.S.) to assist borrowers experiencing temporary hardships. These programs include short-term (12 months or less) interest rate reductions and deferrals of past due payments. The loan volume under these short-term programs increased significantly during 2009, and loan loss reserves for these loans have been enhanced, giving consideration to the higher risk associated with those borrowers and reflecting the estimated future credit losses for those loans. See "Loan Accounting Policies" above for a further discussion of the allowance for loan losses for such modified loans.

        The following table presents the amounts of gross loans modified under short-term interest rate reduction programs in the U.S. (excluding HAMP trial modifications) as of March 31, 2010.

 
 March 31, 2010 
In millions of dollars Accrual Non-accrual 

Mortgage and real estate

 $2,505 $34 

Cards

  3,800   

Installment and other

  1,599  9 
      

        Long-term programs.    Long-term modification programs or troubled debt restructurings (TDRs) occur when the terms of a loan have been modified due to the borrowers' financial difficulties and a long-term concession has been granted to the borrower. Substantially all programs in place provide permanent interest rate reductions. See "Loan Accounting Policies" above for a discussion of the allowance for loan losses for such modified loans.

        The following table presents these TDRs as of March 31, 2010 and December 31, 2009:

 
 Accrual Non-accrual 
In millions of dollars Mar. 31,
2010
 Dec. 31,
2009
 Mar. 31,
2010
 Dec. 31,
2009
 

Mortgage and real estate

 $11,596 $8,654 $2,007 $1,413 

Cards

  5,004  2,303  22  150 

Installment and other

  3,515  3,128  432  250 
          

        Payment deferrals that do not continue to accrue interest primarily occur in the U.S. residential mortgage business. Other payment deferrals continue to accrue interest and are not deemed to offer concessions to the customer. Other types of concessions are not material.

        As discussed in more detail in "U.S. Consumer Mortgage Lending" and "North America Cards" below, the measurement of the success of Citi's loan modification programs varies by program objectives, type of loan, geography, and other factors. Citigroup uses a variety of metrics to evaluate success, including re-default rates and balance reduction trends. These metrics may be compared against the performance of similarly situated customers who did not receive concessions.


Table of Contents


U.S. Consumer Mortgage Lending

Overview

        Citi's North America consumer mortgage portfolio consists of both first lien and second lien mortgages. As of March 31, 2010, the first lien mortgage portfolio totaled approximately $116 billion while the second lien mortgage portfolio was approximately $55 billion. Although the majority of the mortgage portfolio is managed byLCL within Citi Holdings, there are $19 billion of first lien mortgages and $5 billion of second lien mortgages reported in Citicorp.

        Citi's first lien mortgage portfolio includes $9.4 billion of loans with Federal Housing Administration or Veterans Administration guarantees. These portfolios consist of loans originated to low-to-moderate-income borrowers with lower FICO (Fair Isaac Corporation) scores and generally have higher loan-to-value ratios (LTVs). These loans have high delinquency rates but, given the guarantees, Citi has experienced negligible credit losses on these loans. The first lien mortgage portfolio also includes $1.7 billion of loans with LTVs above 80%, which have insurance through private mortgage insurance (PMI) companies, and $3.5 billion of loans subject to Long-Term Standby Commitments(1) with U.S. government sponsored enterprises (GSEs), for which Citi has limited exposure to credit losses.

        Citi's second lien mortgage portfolio includes $1.7 billion of loans subject to LTSCs with GSEs, for which Citi has limited exposure to credit losses.

        Citi's allowance for loan loss calculations take into consideration the impact of these guarantees.

Consumer Mortgage Quarterly Trends—Delinquencies and Net Credit Losses

        The following charts detail the quarterly trends in delinquencies and net credit losses for the Citi's first and second North America consumer mortgage portfolios.

        In the first mortgage portfolio, both delinquencies and net credit losses are impacted by the HAMP trial loans and the growing backlog of foreclosures in process. The growing amount of foreclosures in process, which is related to an industry-wide phenomenon resulting from foreclosure moratoria and other efforts to prevent or forestall foreclosure, have specific implications on the portfolio:

As discussed in "Consumer Loan Modification Programs" above, Citigroup also offers short-term and long-term real estate loan modification programs. Citi monitors the performance of its real estate loan modification programs by tracking credit loss rates by vintage. At 18 months after modifying an account, in Citi's experience to date, credit loss rates are typically reduced by approximately one-third compared to similar accounts that were not modified.

        Currently, Citi's efforts are concentrated on the HAMP. Contractual modifications of loans that successfully completed the HAMP trial period began in September 2009; accordingly, this is the earliest HAMP vintage available for comparison. While still early, and while Citi continues to evaluate the impact of HAMP, Citi's experience to date is that re-default rates are likely to be lower for HAMP modified loans as compared to non-HAMP programs.

        As previously disclosed, loans in the HAMP trial modification period that do not make their original contractual payment are reported as delinquent, even if the reduced payments agreed to under the program are made by the borrower. Upon conclusion of the trial period, loans that are not modified permanently are returned to the delinquency status in which they began their trial period, adjusted for the number of payments received during trial period. If the loans are modified permanently, they will be returned to current status.

        Citigroup believes that the success rate of the HAMP will be a key factor influencing net credit losses from delinquent first mortgage loans, at least during the first half of 2010, and the outcome of the program will largely depend on the success rates of borrowers completing the trial period and meeting the documentation requirements.

        As set forth in the charts below, both first and second mortgages experienced lower net credit losses and lower 90 days or more delinquencies in the first quarter of 2010. Net credit losses on first mortgages declined during the quarter, primarily due to HAMP loan conversions, an improvement in loan loss severity and approximately $1 billion of asset sales during the quarter. As of March 31, 2010, over $2 billion of HAMP trial modifications in Citi's on-balance sheet portfolio were converted to permanent modifications (including $1.5 billion of HAMP modifications).

        For second mortgages, the net credit loss decrease during the quarter was driven by roll rate improvement.


(1)
A Long-Term Standby Commitment (LTSC) is a structured transaction in which Citi transfers the credit risk of certain eligible loans to an investor in exchange for a fee. These loans remain on balance sheet unless they reach a certain delinquency level (between 120 and 180 days), in which case the LTSC investor is required to buy the loan at par.

Table of Contents

GRAPHIC

Note: Includes loans for Canada and Puerto Rico. Loans 90 days or more past due exclude loans recorded at fair value and U.S. mortgage loans that are guaranteed by U.S. government-sponsored agencies because the potential loss predominately resides with the U.S. agencies.

GRAPHIC

Note: Includes loans for Canada and Puerto Rico. Loans 90 days or more past due exclude loans recorded at fair value and U.S. mortgage loans that are guaranteed by U.S. government-sponsored agencies because the potential loss predominately resides with the U.S. agencies.


Table of Contents

Consumer Mortgage FICO and LTV

        Data appearing in the tables below have been sourced from Citigroup's risk systems and, as such, may not reconcile with disclosures elsewhere generally due to differences in methodology or variations in the manner in which information is captured. Citi has noted such variations in instances where it believes they could be material to reconcile the information presented elsewhere.

        Citi's credit risk policy is not to offer option adjustable rate mortgages (ARMs)/negative amortizing mortgage products to its customers. As a result, option ARMs/negative amortizing mortgages represent an insignificant portion of total balances that were acquired only incidentally as part of prior portfolio and business purchases.

        A portion of loans in the U.S. consumer mortgage portfolio currently requires a payment to satisfy only the current accrued interest for the payment period, or an interest only payment. Citi's mortgage portfolio includes approximately $29 billion of first and second lien home equity lines of credit (HELOCs) that are still within their revolving period and have not commenced amortization. The interest only payment feature during the revolving period is standard for the HELOC product across the industry. The first mortgage portfolio contains approximately $33 billion of ARMs that are currently required to make an interest only payment. These loans will be required to make a fully amortizing payment upon expiration of their interest only payment period, and most will do so within a few years of origination. Borrowers that are currently required to make an interest only payment cannot select a lower payment that would negatively amortize the loan. First mortgage loans with this payment feature are primarily to high credit quality borrowers that have on average significantly higher refreshed FICO scores than other loans in the first mortgage portfolio.

Loan Balances

        First Mortgages—Loan Balances.    As a consequence of the difficult economic environment and the decrease in housing prices, LTV and FICO scores have deteriorated since origination as depicted in the table below. On a refreshed basis, approximately 28% of first lien mortgages had a LTV ratio above 100%, compared to approximately 0% at origination. Approximately 30% of the first lien mortgages had FICO scores less than 620 on a refreshed basis, compared to 15% at origination.

Balances: March 31, 2010—First Lien Mortgages

At Origination
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  59% 6% 7%

80% < LTV£ 100%

  13% 7% 8%

LTV > 100%

  N.M.  N.M  N.M. 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  28% 4% 10%

80% < LTV£ 100%

  17% 3% 10%

LTV > 100%

  15% 3% 10%

Note: N.M.—Not meaningful. First lien mortgage table excludes loans in Canada and Puerto Rico. Table excludes loans guaranteed by U.S. government sponsored agencies, loans recorded at fair value and loans subject to LTSCs. Table also excludes $1.8 billion from At Origination balances and $0.6 billion from Refreshed balances for which FICO or LTV data was unavailable. Balances exclude deferred fees/costs Refreshed FICO scores based on updated credit scores obtained from Fair Isaac Corporation. Refreshed LTV ratios are derived from data at origination updated using mainly the Loan Performance Price Index or the Federal Housing Finance Agency Price Index.

        Second Mortgages—Loan Balances.    In the second lien mortgage portfolio, the majority of loans are in the higher FICO categories. The challenging economic conditions have caused a migration towards lower FICO scores and higher LTV ratios. Approximately 48% of that portfolio had refreshed LTVs above 100%, compared to approximately 0% at origination. Approximately 18% of second lien mortgages had FICO scores less than 620 on a refreshed basis, compared to 3% at origination.


Table of Contents

Balances: March 31, 2010—Second Lien Mortgages

At Origination
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  49% 2% 2%

80% < LTV£ 100%

  43% 3% 1%

LTV > 100%

  N.M.  N.M.  N.M. 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  22% 1% 3%

80% < LTV£ 100%

  20% 2% 4%

LTV > 100%

  33% 4% 11%

Note: N.M.—Not meaningful. Second lien mortgage table excludes loans in Canada and Puerto Rico. Table excludes loans recorded at fair value and loans subject to LTSCs. Table also excludes $1.6 billion from At Origination balances and $0.4 billion from Refreshed balances for which FICO or LTV data was unavailable. Refreshed FICO scores based on updated credit scores obtained from Fair Isaac Corporation. Refreshed LTV ratios are derived from data at origination updated using mainly the Loan Performance Price Index or the Federal Housing Finance Agency Price Index.

Delinquencies

        The tables below provide delinquency statistics for loans 90 or more days past due (90+DPD), as a percentage of outstandings in each of the FICO/LTV combinations, in both the first lien and second lien mortgage portfolios. For example, loans with FICO ³ 660 and LTV £ 80% at origination have a 90+DPD rate of 6.9%.

        Loans with FICO scores of less than 620 exhibit significantly higher delinquencies than in any other FICO band. Similarly, loans with LTVs greater than 100% have higher delinquencies than LTVs of less than or equal to 100%.

Delinquencies: 90+DPD Rates—First Lien Mortgages

At Origination
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  6.9% 12.5% 13.5%

80% < LTV£ 100%

  9.5% 15.7% 19.2%

LTV > 100%

  N.M.  N.M.  N.M. 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  0.2% 3.5% 16.9%

80% < LTV£ 100%

  0.6% 8.5% 25.9%

LTV > 100%

  1.7% 20.3% 36.7%

Note: 90+DPD are based on balances referenced in the tables above.

Delinquencies: 90+DPD Rates—Second Lien Mortgages

At Origination
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  1.6% 4.9% 5.5%

80% < LTV£ 100%

  3.8% 4.9% 7.0%

LTV > 100%

  N.M.  N.M.  N.M. 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  0.0% 1.5% 8.4%

80% < LTV£ 100%

  0.1% 1.4% 9.5%

LTV > 100%

  0.4% 3.6% 17.0%

Note: 90+DPD are based on balances referenced in the tables above.

Origination Channel, Geographic Distribution and Origination Vintage

        The following tables detail Citi's first and second lien U.S. consumer mortgage portfolio by origination channels, geographic distribution and origination vintage.

By Origination Channel

        Citi's U.S. consumer mortgage portfolio has been originated from three main channels: retail, broker and correspondent.

First Lien Mortgages: March 31, 2010

        As of March 31, 2010, approximately 54% of the first lien mortgage portfolio was originated through third-party channels. Given that loans originated through correspondents have exhibited higher 90+DPD delinquency rates than retail originated mortgages, Citi terminated business with a number of correspondent sellers in 2007 and 2008. During 2008, Citi also severed relationships with a number of brokers, only maintaining those who have produced strong, high-quality and profitable volume.

CHANNEL
($ in billions)
 First Lien
Mortgages
 Channel
% Total
 90+DPD % *FICO < 620 *LTV > 100% 

Retail

 $46.6  45.9% 5.4%$14.2 $9.2 

Broker

 $17.8  17.6% 9.6%$3.4 $6.4 

Correspondent

 $37.2  36.6% 14.8%$13.1 $13.4 

*
Refreshed FICO and LTV.

Note: First lien mortgage table excludes Canada and Puerto Rico, deferred fees/costs, loans recorded at fair value, loans guaranteed by U.S. government sponsored agencies and loans subject to LTSCs.


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Second Lien Mortgages: March 31, 2010

        For second lien mortgages, approximately 48% of the loans were originated through third-party channels. As these mortgages have demonstrated a higher incidence of delinquencies, Citi no longer originates second mortgages through third-party channels.

CHANNEL
($ in billions)
 Second Lien
Mortgages
 Channel
% Total
 90+DPD % *FICO < 620 *LTV > 100% 

Retail

 $24.5  51.6% 1.7%$3.9 $8.0 

Broker

 $11.9  25.0% 3.8%$2.1 $7.8 

Correspondent

 $11.1  23.5% 4.4%$2.7 $7.0 

*
Refreshed FICO and LTV.

Note: Excludes Canada and Puerto Rico, loans recorded at fair value and loans subject to LTSCs.

By State

        Approximately half of the Citi's U.S. consumer mortgage portfolio is located in five states: California, New York, Florida, Illinois and Texas. Those states represent 50% of first lien mortgages and 55% of second lien mortgages.

        Florida and Illinois have above average 90+DPD delinquency rates. Florida has 59% of its first mortgage lien portfolio with refreshed LTV>100%, compared to 29% overall for first lien mortgages. Illinois has 39% of its loan portfolio with refreshed LTV>100%. Texas, despite having 41% of its portfolio with FICO<620, has a lower delinquency rate relative to the overall portfolio. Texas has less than 1% of its loan portfolio with refreshed LTV>100%.

First Lien Mortgages: March 31, 2010

STATES
($ in billions)
 First Lien
Mortgages
 State
% Total
 90+DPD % *FICO < 620 *LTV > 100% 

California

 $28.0  27.5% 8.9%$4.6 $13.1 

New York

 $8.4  8.2% 6.8%$1.6 $0.4 

Florida

 $6.1  6.0% 15.2%$2.3 $3.6 

Illinois

 $4.2  4.2% 11.6%$1.4 $1.6 

Texas

 $4.1  4.0% 6.2%$1.7 $0.0 

Others

 $50.8  50.0% 9.8%$19.2 $10.2 

*
Refreshed FICO and LTV.

Note: First lien mortgage table excludes Canada and Puerto Rico, deferred fees/costs, loans recorded at fair value, loans guaranteed by U.S. government sponsored agencies and loans subject to LTSCs.

        In the second lien mortgage portfolio, Florida continues to experience above-average delinquencies, with approximately 76% of their loans with LTV > 100% compared to 48% overall for second lien mortgages.

Second Lien Mortgages: March 31, 2010

STATES
($ in billions)
 Second Lien
Mortgages
 State
% Total
 90+DPD % *FICO < 620 *LTV > 100% 

California

 $13.2  27.9% 3.2%$1.9 $8.0 

New York

 $6.4  13.6% 2.1%$0.9 $1.4 

Florida

 $3.1  6.5% 4.9%$0.7 $2.3 

Illinois

 $1.8  3.9% 2.6%$0.4 $1.2 

Texas

 $1.3  2.8% 1.4%$0.2 $0.0 

Others

 $21.6  45.4% 2.8%$4.7 $9.9 

*
Refreshed FICO and LTV.

Note: Excludes Canada and Puerto Rico, loans recorded at fair value and loans subject to LTSCs.

By Vintage

        For Citigroup's combined U.S. consumer mortgage portfolio (first and second lien mortgages), approximately half of the portfolio consists of 2006 and 2007 vintages, which demonstrate above average delinquencies. In first mortgages, approximately 43% of the portfolio is of 2006 and 2007 vintages, which have 90+DPD rates well above the overall portfolio rate. In second mortgages, 62% of the portfolio is of 2006 and 2007 vintages, which again have higher delinquencies compared to the overall portfolio rate.

First Lien Mortgages: March 31, 2010

VINTAGES
($ in billions)
 First Lien
Mortgages
 Vintage
% Total
 90+DPD % *FICO < 620 *LTV > 100% 

2010

 $0.4  0.4% 0.2%$0.1 $0.0 

2009

 $4.4  4.3% 0.8%$0.6 $0.3 

2008

 $13.1  12.9% 5.3%$3.0 $2.5 

2007

 $25.6  25.2% 14.8%$9.7 $11.4 

2006

 $18.3  18.0% 12.6%$6.0 $8.0 

2005

 $17.5  17.3% 7.4%$4.2 $5.6 

£ 2004

 $22.2  21.9% 7.1%$7.1 $1.2 

*
Refreshed FICO and LTV.

Note: First lien mortgage table excludes Canada and Puerto Rico, deferred fees/costs, loans recorded at fair value, loans guaranteed by U.S. government sponsored agencies and loans subject to LTSCs.


Table of Contents

Second Lien Mortgages: March 31, 2010

VINTAGES
($ in billions)
 Second Lien
Mortgages
 Vintage
% Total
 90+DPD % *FICO < 620 *LTV > 100% 

2010

 $0.1  0.1% N.M. $0.0 $0.0 

2009

 $0.6  1.3% 0.2%$0.0 $0.0 

2008

 $4.2  8.8% 1.2%$0.6 $0.9 

2007

 $14.0  29.5% 3.4%$2.9 $7.8 

2006

 $15.4  32.4% 3.4%$3.1 $9.3 

2005

 $9.1  19.3% 2.6%$1.4 $4.2 

£ 2004

 $4.1  8.7% 1.8%$0.7 $0.6 

*
Refreshed FICO and LTV.

Note: Excludes Canada and Puerto Rico, loans recorded at fair value and loans subject to LTSCs.

North America Cards

Overview

        Citi's North America cards portfolio consists of our Citi-branded and retail partner cards portfolios located in Citicorp—Regional Consumer Banking and Citi Holdings—Local Consumer Lending, respectively. As of March 31, 2010, the Citi-branded portfolio totaled approximately $78 billion while the retail partner cards portfolio was approximately $55 billion.

        The following charts detail the quarterly trends in delinquencies and net credit losses for Citigroup'sNorth America Citi-branded and retail partner cards portfolios.

        During the first quarter of 2010, Citi continued to see stable to improving trends across both portfolios. In Citi-branded cards, higher delinquencies in the fourth quarter of 2009 created an expected increase in net credit losses in the first quarter of 2010. However, dollar delinquencies declined in the first quarter of 2010. On a percentage basis, delinquencies were up in Citi-branded cards due to declining loan balances. In retail partner cards, net credit losses declined for the third consecutive quarter, driven by loss mitigation efforts and declining loan balances. Delinquencies also improved in the first quarter.

        In each of the two portfolios, Citi continues to actively eliminate riskier accounts to mitigate losses. First, higher risk customers have been removed from the portfolio by either reducing available lines of credit or closing accounts. On a net basis, end of period open accounts are down 15% in Citi-branded cards and down 12% in retail partner cards versus prior year levels. In addition, Citi has improved the tools used to identify and manage exposure in each of the portfolios by targeting unique customer attributes.

        In Citi's experience to date, these portfolios have significantly different characteristics:

        As a result, loss mitigation efforts, such as stricter underwriting standards for new accounts, decreasing higher risk credit lines, closing high risk accounts and re-pricing, tend to affect the retail partner cards portfolio faster than the branded portfolio.

        In addition to tightening credit standards, Citi also continues to pursue other loss mitigation efforts, including improvements in collections effectiveness and various modification programs, described below. Citi believes modification programs can help to improve the longer-term quality of these accounts.

        Specifically, Citigroup offers both short-term and long-term modification programs to its credit card customers, primarily in the U.S. The short-term U.S. programs provide interest rate reductions for up to 12 months, while the long-term programs provide interest rate reductions for up to five years. In both types of U.S. programs, the annual percentage rate (APR) is typically reduced to below 10%.

        Citigroup monitors the performance of these U.S. credit card short-term and long-term modification programs by tracking cumulative loss rates by vintages (when customers enter a program) and comparing that performance with that of similar accounts whose terms were not modified. For example, for U.S. credit cards, in Citi's experience to date, at 24 months after modifying an account, Citi typically reduces credit losses by approximately one-third compared to similar accounts that were not modified. Citi has observed that this improved performance of modified loans relative to those not modified is generally greatest during the first 12 months after modification. Following that period, losses have tended to increase but have typically stabilized at levels which are still below those for similar loans that were not modified, resulting in an improved cumulative loss performance. To date, Citi has tended to see that this benefit is sustained over time across our U.S. credit card portfolios.

        Overall, however, Citi remains cautious and currently believes that net credit losses in each of the cards portfolios will continue to remain at elevated levels and will continue to be highly dependent on the external environment and industry changes, including continued implementation of the CARD Act.


Table of Contents

GRAPHIC


Note: Includes Puerto Rico.

GRAPHIC


Note: Includes Canada and Puerto Rico. Includes Installment Lending.


Table of Contents

North America Cards—FICO Information

        As set forth in the table below, approximately 72% of the Citi-branded portfolio had FICO credit scores of at least 660 on a refreshed basis as of March 31, 2010, while 62% of the retail partner cards portfolio had scores above 660.

Balances: March 31, 2010

Refreshed
 Citi Branded Retail Partners 

FICO ³ 660

  72% 62%

620 £ FICO < 660

  11% 13%

FICO < 620

  17% 25%

Note: Based on balances of $123 billion. Balances include interest and fees. Excludes Canada, Puerto Rico and Installment and Classified portfolios. Excludes balances where FICO was unavailable ($2.4 billion for Citi-branded, $2.1 billion for retail partner cards).

        The table below provides delinquency statistics for loans 90+DPD for both the Citi-branded and retail partner cards portfolios as of March 31, 2010. Given the economic environment, customers have migrated down from higher FICO score ranges, driven by their delinquencies with Citi and/or with other creditors. As these customers roll through the delinquency buckets, they materially damage their credit score and may ultimately go to charge-off. Loans 90+DPD are more likely to be associated with low refreshed FICO scores both because low scores are indicative of repayment risk and because their delinquency has been reported by Citigroup to the credit bureaus. Loans with FICO scores less than 620, which constitute 17% of the Citi-branded portfolio, have a 90+DPD rate of 16.7%; in the retail partner cards portfolio, loans with FICO scores less than 620 constitute 25% of the portfolio and have a 90+DPD rate of 17.4%.

90+DPD Delinquency Rate: March 31, 2010

Refreshed
 Citi Branded
90+DPD%
 Retail Partners
90+DPD%
 

FICO ³ 660

  0.1% 0.2%

620 £ FICO < 660

  0.6% 0.7%

FICO < 620

  16.7% 17.4%

Note: Based on balances of $123 billion. Balances include interest and fees. Excludes Canada, Puerto Rico and Installment and Classified portfolios.

U.S. Installment and Other Revolving Loans

        In the table below, the U.S. installment portfolio consists of consumer loans in the following businesses: Consumer Finance, Retail Banking, Auto, Student Lending and Cards. Other Revolving consists of consumer loans (Ready Credit and Checking Plus products) in the Consumer Retail Banking business. Commercial-related loans are not included.

        As of March 31, 2010, the U.S. Installment portfolio totaled approximately $69 billion, while the U.S. Other Revolving portfolio was approximately $0.9 billion. While substantially all of the U.S. Installment portfolio is managed underLCL within Citi Holdings, it does include $0.4 billion of Consumer Retail Banking loans which are reported in Citicorp. The U.S. Other Revolving portfolio is managed under Citicorp. The U.S. Installment portfolio includes approximately $33 billion of Student Loans originated under the Federal Family Education Loan Program (FFELP) where losses are substantially mitigated by federal guarantees if the loans are properly serviced. In addition, there are approximately $6 billion of non-FFELP Student Loans where losses are mitigated by private insurance. These insurance providers insure the Company against a significant portion of losses arising from borrower loan default, bankruptcy or death.

        Approximately 39% of the Installment portfolio had FICO credit scores less than 620 on a refreshed basis. Approximately 29% of the Other Revolving portfolio is composed of loans having FICO less than 620.

Balances: March 31, 2010

Refreshed
 Installment Other Revolving 

FICO ³ 660

  47% 56%

620 £ FICO < 660

  14% 15%

FICO < 620

  39% 29%

Note: Based on balances of $67 billion for Installment and $0.8 billion for Other Revolving. Excludes Canada and Puerto Rico. Excludes balances where FICO was unavailable ($1.8 billion for Installment, $0.1 billion for Other Revolving).

        The table below provides delinquency statistics for loans 90+DPD for both the Installment and Other Revolving portfolios. Loans 90+DPD are more likely to be associated with low refreshed FICO scores both because low scores are indicative of repayment risk and because their delinquency has been reported by Citigroup to the credit bureaus. On a refreshed basis, loans with FICO scores of less than 620 exhibit significantly higher delinquencies than in any other FICO band and will drive the majority of the losses.

90+DPD Delinquency Rate: March 31, 2010

Refreshed
 Installment
90+DPD%
 Other Revolving
90+DPD%
 

FICO ³ 660

  0.2% 0.0%

620 £ FICO < 660

  1.1% 0.8%

FICO < 620

  7.2% 8.1%

Note: Based on balances of $67 billion for Installment and $0.8 billion for Other Revolving. Excludes Canada and Puerto Rico.


Table of Contents

Interest Rate Risk Associated with Consumer Mortgage Lending Activity

        Citigroup originates and funds mortgage loans. As with all other lending activity, this exposes Citigroup to several risks, including credit, liquidity and interest rate risks. To manage credit and liquidity risk, Citigroup sells most of the mortgage loans it originates, but retains the servicing rights. These sale transactions create an intangible asset referred to as mortgage servicing rights (MSRs). The fair value of this asset is primarily affected by changes in prepayments that result from shifts in mortgage interest rates. Thus, by retaining the servicing rights of sold mortgage loans, Citigroup is still exposed to interest rate risk.

        In managing this risk, Citigroup hedges a significant portion of the value of its MSRs through the use of interest rate derivative contracts, forward purchase commitments of mortgage-backed securities, and purchased securities classified as trading (primarily mortgage-backed securities including principal-only strips).

        Since the change in the value of these hedging instruments does not perfectly match the change in the value of the MSRs, Citigroup is still exposed to what is commonly referred to as "basis risk." Citigroup manages this risk by reviewing the mix of the various hedging instruments referred to above on a daily basis.

        Citigroup's MSRs totaled $6.439 billion and $6.530 billion at March 31, 2010 and December 31, 2009, respectively. For additional information on Citi's MSRs, see Notes 11 and 14 to the Consolidated Financial Statements.

        As part of the mortgage lending activity, Citigroup commonly enters into purchase commitments to fund residential mortgage loans at specific interest rates within a given period of time, generally up to 60 days after the rate has been set. If the resulting loans from these commitments will be classified as loans held-for-sale, Citigroup accounts for the commitments as derivatives. Accordingly, the initial and subsequent changes in the fair value of these commitments, which are driven by changes in mortgage interest rates, are recognized in current earnings after taking into consideration the likelihood that the commitment will be funded.

        Citigroup hedges its exposure to the change in the value of these commitments by utilizing hedging instruments similar to those referred to above.


Table of Contents


Corporate Credit Portfolio

        The following table presents credit data for Citigroup's corporate loans and unfunded lending commitments at March 31, 2010. The ratings scale is based on Citi's internal risk ratings, which generally correspond to the ratings as defined by S&P and Moody's.

 
 At March 31, 2010 
Corporate loans(1)
in millions of dollars
 Recorded investment
in loans(2)
 % of total(3) Unfunded
lending commitments
 % of total(3) 

Investment grade(4)

 $116,320  66%$238,157  87%

Non-investment grade(4)

             
 

Noncriticized

  21,102  12  16,220  6 
 

Criticized performing(5)

  24,974  14  16,934  6 
  

Commercial real estate (CRE)

  5,906  3  2,335  1 
  

Commercial and Industrial and Other

  19,068  11  14,599  5 
 

Non-accrual (criticized)(5)

  12,932  7  3,342  1 
  

CRE

  3,406  2  1,229   
  

Commercial and Industrial and Other

  9,526  5  2,113  1 
          

Total non-investment grade

 $59,008  34%$36,496  13%

Private Banking loans managed on a delinquency basis(4)

  13,986     2,279    

Loans at fair value

  2,457         
          

Total corporate loans

 $191,771    $276,932    

Unearned income

  (1,436)        
          

Corporate loans, net of unearned income

 $190,335    $276,932    
          

(1)
Includes $1.1 billion of TDRs for which concessions, such as the reduction of interest rates or the deferral of interest or principal payments, have been granted as a result of deterioration in the borrowers' financial condition. Each of the borrowers is current under the restructured terms.

(2)
Recorded investment in a loan includes accrued interest, net deferred loan fees and costs, unamortized premium or discount, less any direct write-downs.

(3)
Percentages disclosed above exclude Private Banking loans managed on a delinquency basis and loans at fair value.

(4)
Held-for-investment loans accounted for on an amortized cost basis.

(5)
Criticized exposures correspond to the "Special Mention," "Substandard" and "Doubtful" asset categories defined by banking regulatory authorities.

Table of Contents

        The following tables represent the corporate credit portfolio (excluding Private Banking), before consideration of collateral, by maturity at March 31, 2010. The corporate portfolio is broken out by direct outstandings that include drawn loans, overdrafts, interbank placements, bankers' acceptances, certain investment securities and leases and unfunded commitments that include unused commitments to lend, letters of credit and financial guarantees.

 
 At March 31, 2010 
In billions of dollars Due
within
1 year
 Greater than 1 year
but within
5 years
 Greater
than
5 years
 Total
exposure
 

Direct outstandings

 $199 $60 $7 $266 

Unfunded lending commitments

  157  111  10  278 
          

Total

 $356 $171 $17 $544 
          


 
 At December 31, 2009 
In billions of dollars Due
within
1 year
 Greater
than 1 year
but within
5 years
 Greater
than
5 years
 Total
exposure
 

Direct outstandings

 $213 $66 $7 $286 

Unfunded lending commitments

  182  120  10  312 
          

Total

 $395 $186 $17 $598 
          

Portfolio Mix

        The corporate credit portfolio is diverse across counterparty and industry, and geography. The following table shows direct outstandings and unfunded commitments by region:

 
 March 31,
2010
 December 31,
2009
 

North America

  46% 51%

EMEA

  29  27 

Latin America

  15  9 

Asia

  10  13 
      

Total

  100% 100%
      

        The maintenance of accurate and consistent risk ratings across the corporate credit portfolio facilitates the comparison of credit exposure across all lines of business, geographic regions and products.

        Obligor risk ratings reflect an estimated probability of default for an obligor and are derived primarily through the use of statistical models (which are validated periodically), external rating agencies (under defined circumstances) or approved scoring methodologies. Facility risk ratings are assigned, using the obligor risk rating, and then factors that affect the loss-given default of the facility, such as support or collateral, are taken into account. With regard to climate change risk, factors evaluated include consideration of the business impact, impact of regulatory requirements, or lack thereof, and impact of physical effects on obligors and their assets.

        These factors may adversely affect the ability of some obligors to perform and thus increase the risk of lending activities to these obligors. Citigroup also has incorporated climate risk assessment criteria for certain obligors, as necessary.

        Internal obligor ratings equivalent to BBB and above are considered investment grade. Ratings below the equivalent of the BBB category are considered non-investment grade.

        The following table presents the corporate credit portfolio by facility risk rating at March 31, 2010 and December 31, 2009, as a percentage of the total portfolio:

 
 Direct outstandings and
unfunded commitments
 
 
 March 31,
2010
 December 31,
2009
 

AAA/AA/A

  54% 58%

BBB

  27  24 

BB/B

  12  11 

CCC or below

  7  7 

Unrated

     
      

Total

  100% 100%
      

        The corporate credit portfolio is diversified by industry, with a concentration only in the financial sector, including banks, other financial institutions, insurance companies, investment banks and government and central banks. The following table shows the allocation of direct outstandings and unfunded commitments to industries as a percentage of the total corporate portfolio:

 
 Direct outstandings and
unfunded commitments
 
 
 March 31,
2010
 December 31,
2009
 

Government and central banks

  13% 12%

Banks

  11  9 

Investment banks

  6  5 

Other financial institutions

  5  12 

Utilities

  4  4 

Insurance

  4  4 

Petroleum

  4  4 

Agriculture and food preparation

  4  4 

Telephone and cable

  3  3 

Industrial machinery and equipment

  2  2 

Global information technology

  2  2 

Chemicals

  2  2 

Real estate

  3  3 

Other industries(1)

  37  34 
      

Total

  100% 100%
      

(1)
Includes all other industries, none of which exceeds 2% of total outstandings.

Table of Contents

Credit Risk Mitigation

        As part of its overall risk management activities, Citigroup uses credit derivatives and other risk mitigants to hedge portions of the credit risk in its portfolio, in addition to outright asset sales. The purpose of these transactions is to transfer credit risk to third parties. The results of the mark-to-market and any realized gains or losses on credit derivatives are reflected in thePrincipal transactions line on the Consolidated Statement of Income.

        At March 31, 2010 and December 31, 2009, $53.1 billion and $59.6 billion, respectively, of credit risk exposure were economically hedged. Citigroup's expected loss model used in the calculation of its loan loss reserve does not include the favorable impact of credit derivatives and other risk mitigants. In addition, the reported amounts of direct outstandings and unfunded commitments in this report do not reflect the impact of these hedging transactions. At March 31, 2010 and December 31, 2009, the credit protection was economically hedging underlying credit exposure with the following risk rating distribution, respectively:

Rating of Hedged Exposure

 
 March 31,
2010
 December 31,
2009
 

AAA/AA/A

  45% 45%

BBB

  37  37 

BB/B

  12  11 

CCC or below

  6  7 
      

Total

  100% 100%
      

        At March 31, 2010 and December 31, 2009, the credit protection was economically hedging underlying credit exposure with the following industry distribution, respectively:

Industry of Hedged Exposure

 
 March 31,
2010
 December 31,
2009
 

Utilities

  8% 9%

Telephone and cable

  8  9 

Agriculture and food preparation

  8  8 

Chemicals

  7  8 

Petroleum

  6  6 

Industrial machinery and equipment

  6  6 

Autos

  6  6 

Retail

  5  4 

Insurance

  4  4 

Other financial institutions

  4  4 

Pharmaceuticals

  4  5 

Natural gas distribution

  4  3 

Metals

  4  4 

Global information technology

  3  3 

Other industries(1)

  23  21 
      

Total

  100% 100%
      

(1)
Includes all other industries, none of which is greater than 2% of the total hedged amount.

Table of Contents


MARKET RISK

        Market risk encompasses liquidity risk and price risk, both of which arise in the normal course of business of a global financial intermediary. Liquidity risk is the risk that an entity may be unable to meet a financial commitment to a customer, creditor, or investor when due. Liquidity risk is discussed in "Capital Resources and Liquidity" above. Price risk is the earnings risk from changes in interest rates, foreign exchange rates, equity and commodity prices, and in their implied volatilities. Price risk arises in non-trading portfolios, as well as in trading portfolios.

Interest Rate Exposure (IRE) for Non-Trading Portfolios

        The exposures in the following table represent the approximate annualized risk to net interest revenue (NIR) assuming an unanticipated parallel instantaneous 100 basis points change, as well as a more gradual 100 basis points (25 basis points per quarter) parallel change in rates compared with the market forward interest rates in selected currencies.

 
 March 31, 2010 December 31, 2009 March 31, 2009 
In millions of dollars Increase Decrease Increase Decrease Increase Decrease 

U.S. dollar

                   

Instantaneous change

 $(488) NM $(859) NM $(843) NM 

Gradual change

 $(110) NM $(460) NM $(497) NM 
              

Mexican peso

                   

Instantaneous change

 $42  (42)$50 $(50)$(20)$20 

Gradual change

 $21  (21)$26 $(26)$(14)$14 
              

Euro

                   

Instantaneous change

 $(56) NM $85  NM $37 $(37)

Gradual change

 $(50) NM $47  NM $23 $(23)
              

Japanese yen

                   

Instantaneous change

 $148  NM $200  NM $194  NM 

Gradual change

 $97  NM $116  NM $116  NM 
              

Pound sterling

                   

Instantaneous change

 $(3) NM $(11) NM $15 $(15)

Gradual change

 $(5) NM $(6) NM $7 $(7)
              

NM    Not meaningful. A 100 basis point decrease in interest rates would imply negative rates for the yield curve.

        Certain trading-oriented businesses within Citi have accrual-accounted positions. The U.S. dollar IRE associated with these businesses is ($92) million for a 100 basis points instantaneous increase in interest rates. The changes in the U.S. dollar IRE from the previous period reflect changes in the customer-related asset and liability mix, the expected impact of market rates on customer behavior and Citigroup's view of prevailing interest rates.

        The following table shows the risk to NIR from six different changes in the implied-forward rates. Each scenario assumes that the rate change will occur on a gradual basis every three months over the course of one year.

 
 Scenario 1 Scenario 2 Scenario 3 Scenario 4 Scenario 5 Scenario 6 

Overnight rate change (bps)

    100  200  (200) (100)  

10-year rate change (bps)

  (100)   100  (100)   100 
              

Impact to net interest revenue
(in millions of dollars)

 
$

67
 
$

(278

)

$

(703

)
 
NM
  
NM
 
$

48
 
              

NM    Not meaningful. A 100 basis point or more decrease in the overnight rate would imply negative rates for the yield curve.


Table of Contents

Value at Risk for Trading Portfolios

        For Citigroup's major trading centers, the aggregate pretax value at risk (VAR) in the trading portfolios was $172 million, $205 million, $273 million and $292 million at March 31, 2010, December 31, 2009, September 30, 2009, and March 31, 2009, respectively. Daily Citigroup trading VAR averaged $200 million and ranged from $145 million to $289 million during the first quarter of 2010. The following table summarizes VAR for Citigroup trading portfolios at March 31, 2010, December 31, 2009, September 30, 2009, and March 31, 2009, including the total VAR, the specific risk only component of VAR, and the general market factors only VAR, along with the quarterly averages. Citigroup moved guidelines under SFAS 133 to SFAS 157/159 for mark-to-market trading on February 1, 2010.

In million of dollars March 31,
2010
 First
Quarter
2010
Average
 December 31,
2009
 Fourth
Quarter
2009
Average
 March 31,
2009
 First
Quarter
2009
Average
 

Interest rate

 $201 $193 $192 $216 $239 $272 

Foreign exchange

  53  51  45  37  38  73 

Equity

  49  73  69  62  144  97 

Commodity

  17  18  18  38  33  22 

Diversification benefit

  (148) (135) (119) (121) (162) (173)
              

Total—All market risk factors, including general and specific risk

 $172 $200 $205 $232 $292 $291 
              

Specific risk only component

 $15 $20 $20 $22 $14 $19 
              

Total—General market factors only

 $157 $180 $185 $210 $278 $272 
              

        The specific risk only component represents the level of equity and debt issuer-specific risk embedded in VAR.

        The table below provides the range of market factor VARs, inclusive of specific risk, across the quarters ended:

 
 March 31,
2010
 December 31,
2009
 March 31,
2009
 
In millions of dollars Low High Low High Low High 

Interest rate

 $171 $228 $185 $241 $209 $320 

Foreign exchange

  37  78  18  98  29  140 

Equity

  47  111  46  91  47  167 

Commodity

  15  20  18  47  12  34 
              

        The following table provides the VAR forS&B for the first quarter of 2010 and fourth quarter of 2009:

In millions of dollars March 31,
2010
 December 31,
2009
 

Total—All market risk factors, including general and specific risk

 $104 $149 
      

Average—during quarter

  144  174 

High—during quarter

  235  206 

Low—during quarter

  99  144 
      

Table of Contents


Average Rates—Interest Revenue, Interest Expense, and Net Interest Margin

GRAPHIC

In millions of dollars 1st Qtr.
2010
 4th Qtr.
2009
 1st Qtr.
2009
 Change
1Q10 vs. 1Q09
 

Interest revenue(1)

 $20,852 $17,703 $20,583  1%

Interest expense(2)

  6,291  6,542  7,657  (18)%
          

Net interest revenue(1)(2)

 $14,561 $11,161 $12,926  13%
          

Interest revenue—average rate

  4.75% 4.20% 5.31% (56) bps

Interest expense—average rate

  1.60% 1.75% 2.16% (56) bps

Net interest margin

  3.32% 2.65% 3.33% (1) bps
          

Interest-rate benchmarks:

             

Federal Funds rate—end of period

  0.00-0.25% 0.00-0.25% 0.00-0.25%  

Federal Funds rate—average rate

  0.00-0.25% 0.00-0.25% 0.00-0.25%  
          

Two-year U.S. Treasury note—average rate

  0.92% 0.88% 0.90% 2bps

10-year U.S. Treasury note—average rate

  3.72% 3.46% 2.74% 98bps
          

10-year vs. two-year spread

  280bps 258bps 184bps   
          

(1)
Excludes taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $135 million, $186 million and $97 million for the first quarter of 2010, the fourth quarter of 2009 and the first quarter of 2009, respectively.

(2)
Excludes expenses associated with hybrid financial instruments and beneficial interest in consolidated VIEs. These obligations are classified asLong-term debt and accounted for at fair value with changes recorded inPrincipal transactions.

        A significant portion of Citi's business activities are based upon gathering deposits and borrowing money and then lending or investing those funds, including market-making activities in tradable securities. Net interest margin (NIM) is calculated by dividing annualized gross interest revenue less gross interest expense by average interest earning assets (which includes non-accrual loans).

        NIM increased by 67 basis points during the first quarter of 2010, primarily driven by the adoption of SFAS 166/167. Additionally, the absence of interest on the trust preferred securities repaid in the fourth quarter of 2009 and the deployment of cash into higher-yielding investments favorably impacted NIM during the first quarter.


Table of Contents


AVERAGE BALANCES AND INTEREST RATES—ASSETS(1)(2)(3)(4)

 
 Average Volume Interest Revenue % Average Rate 
In millions of dollars 1st Qtr.
2010
 4th Qtr.
2009
 1st Qtr.
2009
 1st Qtr.
2010
 4th Qtr.
2009
 1st Qtr.
2009
 1st Qtr.
2010
 4th Qtr.
2009
 1st Qtr.
2009
 

Assets

                            

Deposits with banks(5)

 $166,378 $219,321 $169,142 $290 $352 $436  0.71% 0.64% 1.05%
                    

Federal funds sold and securities borrowed or purchased under agreements to resell(6)

                            

In U.S. offices

 $160,033 $154,035 $128,004 $471 $434 $550  1.19% 1.12% 1.74%

In offices outside the U.S.(5)

  78,052  71,031  52,431  281  243  335  1.46  1.36  2.59 
                    

Total

 $238,085 $225,066 $180,435 $752 $677 $885  1.28% 1.19% 1.99%
                    

Trading account assets(7)(8)

                            

In U.S. offices

 $131,776 $140,299 $147,516 $1,069 $1,407 $1,984  3.29% 3.98% 5.45%

In offices outside the U.S.(5)

  152,403  147,180  108,451  803  790  967  2.14  2.13  3.62 
                    

Total

 $284,179 $287,479 $255,967 $1,872 $2,197 $2,951  2.67% 3.03% 4.68%
                    

Investments

                            

In U.S. offices

                            
 

Taxable

 $150,858 $129,925 $121,901 $1,389 $1,486 $1,480  3.73% 4.54% 4.92%
 

Exempt from U.S. income tax(1)

  15,570  16,423  14,574  173  273  118  4.51  6.60  3.28 

In offices outside the U.S.(5)

  144,892  128,160  106,950  1,547  1,466  1,578  4.33  4.54  5.98 
                    

Total

 $311,320 $274,508 $243,425 $3,109 $3,225 $3,176  4.05% 4.66% 5.29%
                    

Loans (net of unearned income)(9)

                            

Consumer loans

                            

In U.S. offices

 $391,753 $291,574 $322,986 $9,152 $5,219 $6,254  9.47% 7.10% 7.85%

In offices outside the U.S.(5)

  146,538  151,229  149,341  3,756  3,856  3,999  10.40  10.12  10.86 
                    

Total consumer loans

 $538,291 $442,803 $472,327 $12,908 $9,075 $10,253  9.73% 8.13% 8.80%
                    

Corporate loans

                            

In U.S. offices

 $87,631 $64,887 $80,482 $359 $448 $577  1.66% 2.74% 2.91%

In offices outside the U.S.(5)

  107,950  112,448  118,906  1,406  1,549  2,025  5.28  5.47  6.91 
                    

Total corporate loans

 $195,581 $177,335 $199,388 $1,765 $1,997 $2,602  3.66% 4.47% 5.29%
                    

Total loans

 $733,872 $620,138 $671,715 $14,673 $11,072 $12,855  8.11% 7.08% 7.76%
                    

Other interest-earning Assets

 $45,894 $45,912 $51,631 $156 $180 $280  1.38% 1.56% 2.20%
                    

Total interest-earning Assets

 $1,779,728 $1,672,424 $1,572,315 $20,852 $17,703 $20,583  4.75% 4.20% 5.31%
                       

Non-interest-earning assets(7)

  233,344  224,932  315,573                   

Total Assets from discontinued operations

      20,083                   
                          

Total assets

 $2,013,072 $1,897,356 $1,907,971                   
                    

(1)
Interest revenue excludes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $135 million, $186 million and $97 million for the first quarter of 2010, the fourth quarter of 2009 and the first quarter of 2009, respectively.

(2)
Interest rates and amounts include the effects of risk management activities associated with the respective asset and liability categories.

(3)
Monthly averages have been used by certain subsidiaries where daily averages are unavailable.

(4)
Detailed average volume, interest revenue and interest expense exclude discontinued operations.

(5)
Average rates reflect prevailing local interest rates, including inflationary effects and monetary correction in certain countries.

(6)
Average volumes of securities borrowed or purchased under agreements to resell are reported net pursuant to FIN 41 and Interest revenue excludes the impact of FIN 41.

(7)
The fair value carrying amounts of derivative and foreign exchange contracts are reported in non-interest-earning assets and other non-interest-bearing liabilities.

(8)
Interest expense onTrading account liabilities ofICG is reported as a reduction of Interest revenue. Interest revenue and Interest expense on cash collateral positions are reported inTrading account assets andTrading account liabilities, respectively.

(9)
Includes cash-basis loans.

Table of Contents


AVERAGE BALANCES AND INTEREST RATES—LIABILITIES AND EQUITY, AND NET INTEREST REVENUE(1)(2)(3)(4)

 
 Average Volume Interest Expense % Average Rate 
In millions of dollars 1st Qtr.
2010
 4th Qtr.
2009
 1st Qtr.
2009
 1st Qtr.
2010
 4th Qtr.
2009
 1st Qtr.
2009
 1st Qtr.
2010
 4th Qtr.
2009
 1st Qtr.
2009
 

Liabilities

                            

Deposits

                            

In U. S. offices

                            
 

Savings deposits(5)

 $178,266 $184,894 $164,977 $458 $520 $633  1.04% 1.12% 1.56%
 

Other time deposits

  54,391  57,284  61,283  143  186  416  1.07  1.29  2.75 

In offices outside the U.S.(6)

  481,002  478,233  408,840  1,479  1,454  1,799  1.25  1.21  1.78 
                    

Total

 $713,659 $720,411 $635,100 $2,080 $2,160 $2,848  1.18% 1.19% 1.82%
                    

Federal funds purchased and securities loaned or sold under agreements to repurchase(7)

                            

In U.S. offices

 $120,695 $115,656 $152,256 $179 $136 $316  0.60% 0.47% 0.84%

In offices outside the U.S.(6)

  79,447  74,200  68,184  475  490  788  2.42  2.62  4.69 
                    

Total

 $200,142 $189,856 $220,440 $654 $626 $1,104  1.33% 1.31% 2.03%
                    

Trading account liabilities(8)(9)

                            

In U.S. offices

 $32,642 $29,908 $20,712 $44 $51 $93  0.55% 0.68% 1.82%

In offices outside the U.S.(6)

  46,905  41,790  31,101  19  18  15  0.16  0.17  0.20 
                    

Total

 $79,547 $71,698 $51,813 $63 $69 $108  0.32% 0.38% 0.85%
                    

Short-term borrowings

                            

In U.S. offices

 $152,785 $99,325 $148,673 $204 $215 $367  0.54% 0.86% 1.00%

In offices outside the U.S.(6)

  27,659  32,016  35,214  72  82  96  1.06  1.02  1.11 
                    

Total

 $180,444 $131,341 $183,887 $276 $297 $463  0.62% 0.90% 1.02%
                    

Long-term debt(10)

                            

In U.S. offices

 $397,113 $340,287 $309,670 $3,005 $3,148 $2,820  3.07% 3.67% 3.69%

In offices outside the U.S.(6)

  25,955  25,704  34,058  213  242  314  3.33  3.74  3.74 
                    

Total

 $423,068 $365,991 $343,728 $3,218 $3,390 $3,134  3.08% 3.67% 3.70%
                    

Total interest-bearing liabilities

 $1,596,860 $1,479,297 $1,434,968 $6,291 $6,542 $7,657  1.60% 1.75% 2.16%
                       

Demand deposits in U.S. offices

  16,675  38,567  15,383                   

Other non-interest-bearing liabilities(8)

  247,365  234,746  300,614                   

Total liabilities from discontinued operations

      11,698                   
                          

Total liabilities

 $1,860,900 $1,752,610 $1,762,663                   
                          

Citigroup equity(11)

 $149,993 $142,749 $143,297                   

Non controlling interest

 $2,179 $1,997 $2,011                   
                          

Total stockholders' equity(11)

 $152,172 $144,746 $145,308                   
                          

Total liabilities and Citigroup stockholders' equity

 $2,013,072 $1,897,356 $1,907,971                   
                    

Net interest revenue as a percentage of average interest-earning assets(12)

                            

In U.S. offices

 $1,080,673 $985,669 $970,429 $8,660 $5,168 $6,643  3.25% 2.08% 2.78%

In offices outside the U.S.(6)

  699,055  686,755  601,886  5,901  5,993  6,283  3.42  3.46  4.23 
                    

Total

 $1,779,728 $1,672,424 $1,572,315 $14,561 $11,161 $12,926  3.32% 2.65% 3.33%
                    

(1)
Interest revenue excludes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $135 million, $186 million and $97 million for the first quarter of 2010, the fourth quarter of 2009 and the first quarter of 2009, respectively.

(2)
Interest rates and amounts include the effects of risk management activities associated with the respective asset and liability categories.

(3)
Monthly averages have been used by certain subsidiaries where daily averages are unavailable.

(4)
Detailed average volume, interest revenue and interest expense exclude discontinued operations.

(5)
Savings deposits consist of Insured Money Market Rate accounts, NOW accounts, and other savings deposits. The interest expense includes FDIC deposit insurance fees and charges of $223 million, $213 million and $299 million for the three months ended March 31, 2010, December 31, 2009 and March 31, 2009, respectively.

(6)
Average rates reflect prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.

(7)
Average volumes of securities loaned or sold under agreements to repurchase are reported net pursuant to FIN 41 and Interest expense excludes the impact of FIN 41.

(8)
The fair value carrying amounts of derivative and foreign exchange contracts are reported in non-interest-earning assets and other non-interest-bearing liabilities.

(9)
Interest expense onTrading account liabilities ofICG is reported as a reduction of Interest revenue. Interest revenue and Interest expense on cash collateral positions are reported inTrading account assets andTrading account liabilities, respectively.

(10)
Excludes hybrid financial instruments and beneficial interests in consolidated VIEs that are classified asLong-term debt as these obligations are accounted for at fair value with changes recorded inPrincipal transactions.

(11)
Includes stockholders' equity from discontinued operations.

(12)
Includes allocations for capital and funding costs based on the location of the asset.

Table of Contents


ANALYSIS OF CHANGES IN INTEREST REVENUE(1)(2)(3)

 
 1st Qtr. 2010 vs. 4th Qtr. 2009 1st Qtr. 2010 vs. 1st Qtr. 2009 
 
 Increase (Decrease)
Due to Change in:
  
 Increase (Decrease)
Due to Change in:
  
 
In millions of dollars Average
Volume
 Average
Rate
 Net
Change
 Average
Volume
 Average
Rate
 Net
Change
 

Deposits with banks(4)

 $(90)$28 $(62)$(7)$(139)$(146)

Federal funds sold and securities borrowed or purchased under agreements to resell

                   

In U.S. offices

 $17 $20 $37 $118 $(197)$(79)

In offices outside the U.S.(4)

  25  13  38  126  (180) (54)
              

Total

 $42 $33 $75 $244 $(377)$(133)
              

Trading account assets(5)

                   

In U.S. offices

 $(82)$(256)$(338)$(194)$(721)$(915)

In offices outside the U.S.(4)

  28  (15) 13  312  (476) (164)
              

Total

 $(54)$(271)$(325)$118 $(1,197)$(1,079)
              

Investments(1)

                   

In U.S. offices

 $221 $(418)$(197)$314 $(350)$(36)

In offices outside the U.S.(4)

  183  (102) 81  473  (504) (31)
              

Total

 $404 $(520)$(116)$787 $(854)$(67)
              

Loans—consumer

                   

In U.S. offices

 $2,083 $1,850 $3,933 $1,471 $1,427 $2,898 

In offices outside the U.S.(4)

  (120) 20  (100) (74) (169) (243)
              

Total

 $1,963 $1,870 $3,833 $1,397 $1,258 $2,655 
              

Loans—corporate

                   

In U.S. offices

 $127 $(216)$(89)$47 $(265)$(218)

In offices outside the U.S.(4)

  (61) (82) (143) (174) (445) (619)
              

Total

 $66 $(298)$(232)$(127)$(710)$(837)
              

Total loans

 $2,029 $1,572 $3,601 $1,270 $548 $1,818 
              

Other interest-earning assets

 $ $(24)$(24)$(28)$(96)$(124)
              

Total interest revenue

 $2,331 $818 $3,149 $2,384 $(2,115)$269 
              

(1)
The taxable equivalent adjustment is based on the U.S. federal statutory tax rate of 35%, and is excluded from this presentation.

(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)
Detailed average volume, interest revenue and interest expense exclude discontinued operations.

(4)
Changes in average rates reflect changes in prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.

(5)
Interest expense onTrading account liabilities ofICG is reported as a reduction of Interest revenue. Interest revenue and Interest expense on cash collateral positions are reported inTrading account assets andTrading account liabilities, respectively.

Table of Contents


ANALYSIS OF CHANGES IN INTEREST EXPENSE AND NET INTEREST REVENUE(1)(2)(3)

 
 1st Qtr. 2010 vs. 4th Qtr. 2009 1st Qtr. 2010 vs. 1st Qtr. 2009 
 
 Increase (Decrease)
Due to Change in:
  
 Increase (Decrease)
Due to Change in:
  
 
In millions of dollars Average
Volume
 Average
Rate
 Net
Change
 Average
Volume
 Average
Rate
 Net
Change
 

Deposits

                   

In U.S. offices

 $(27)$(78)$(105)$29 $(477)$(448)

In offices outside the U.S.(4)

  8  17  25  282  (602) (320)
              

Total

 $(19)$(61)$(80)$311 $(1,079)$(768)
              

Federal funds purchased and securities loaned or sold under agreements to repurchase

                   

In U.S. offices

 $6 $37 $43 $(58)$(79)$(137)

In offices outside the U.S.(4)

  33  (48) (15) 114  (427) (313)
              

Total

 $39 $(11)$28 $56 $(506)$(450)
              

Trading account liabilities(5)

                   

In U.S. offices

 $4 $(11)$(7)$37 $(86)$(49)

In offices outside the U.S.(4)

  2  (1) 1  7  (3) 4 
              

Total

 $6 $(12)$(6)$44 $(89)$(45)
              

Short-term borrowings

                   

In U.S. offices

 $90 $(101)$(11)$10 $(173)$(163)

In offices outside the U.S.(4)

  (12) 2  (10) (20) (4) (24)
              

Total

 $78 $(99)$(21)$(10)$(177)$(187)
              

Long-term debt

                   

In U.S. offices

 $480 $(623)$(143)$712 $(527)$185 

In offices outside the U.S.(4)

  2  (31) (29) (69) (32) (101)
              

Total

 $482 $(654)$(172)$643 $(559)$84 
              

Total interest expense

 $586 $(837)$(251)$1,044 $(2,410)$(1,366)
              

Net interest revenue

 $1,745 $1,655 $3,400 $1,340 $295 $1,635 
              

(1)
The taxable equivalent adjustment is based on the U.S. federal statutory tax rate of 35%, and is excluded from this presentation.

(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)
Detailed average volume, interest revenue and interest expense exclude discontinued operations.

(4)
Changes in average rates reflect changes in prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.

(5)
Interest expense onTrading account liabilities ofICG is reported as a reduction of Interest revenue. Interest revenue and Interest expense on cash collateral positions are reported inTrading account assets andTrading account liabilities, respectively.

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CROSS BORDER RISK

        The table below shows all countries where total Federal Financial Institutions Examination Council (FFIEC) cross-border outstandings exceed 0.75% of total Citigroup assets:

 
 Cross-Border Claims on Third Parties March 31, 2010 December 31, 2009 
In billions of U.S. dollars Banks Public Private Total Trading and
Short-Term
Claims
 Investments
in and
Funding of
Local
Franchises
 Total
Cross-Border
Outstandings
 Commitments Total
Cross-Border
Outstandings
 Commitments 

France

 $13.0 $13.4 $13.4 $39.8 $30.5 $0.1 $39.9 $60.0 $32.7 $68.5 

Germany

  11.4  10.4  6.2  28.0  20.7  4.7  32.7  46.9  28.5  53.1 

India

  2.2  0.3  12.7  15.2  12.5  15.9  31.1  1.7  28.0  1.8 

Cayman Islands

  0.3    20.0  20.3  19.2    20.3  6.1  16.7  6.1 

United Kingdom

  10.5  0.9  8.7  20.1  17.8    20.1  111.9  16.5  140.2 

South Korea

  0.9  1.2  7.1  9.2  9.0  10.9  20.1  15.5  22.1  14.4 

Netherlands

  6.0  4.4  7.3  17.7  11.1    17.7  58.0  20.3  65.7 

Italy

  1.0  10.9  4.6  16.5  14.1  1.1  17.6  19.8  21.7  21.2 

Japan

  9.3  0.1  3.9  13.3  13.0  0.2  13.5  24.2  18.8  26.3 

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DERIVATIVES

        See Note 15 to the Consolidated Financial Statements for a discussion and disclosures related to Citigroup's derivative activities. The following discussions relate to the Fair Valuation Adjustments for Derivatives and Credit Derivatives activities.

Fair Valuation Adjustments for Derivatives

        The table below summarizes the CVA applied to the fair value of derivative instruments as of March 31, 2010 and December 31, 2009.

 
 Credit valuation adjustment
Contra-liability (contra-asset)
 
In millions of dollars March 31, 2010 December 31, 2009 

Non-monoline counterparties

 $(2,225)$(2,483)

Citigroup (own)

  1,432  1,349 
      

Net non-monoline CVA

 $(793)$(1,134)

Monoline counterparties

  (5,182) (5,580)
      

Total CVA—derivative instruments

 $(5,975)$(6,714)
      

        The table below summarizes pretax gains (losses) related to changes in CVA on derivative instruments for the quarters ended March 31, 2010 and 2009:

 
 Credit valuation
adjustment gain (loss)
 
In millions of dollars First Quarter
2010
 First Quarter
2009
 

Non-monoline counterparties

 $258 $151 

Citigroup (own)

  83  2,623 
      

Net non-monoline CVA

 $341 $2,774 

Monoline counterparties

  398  (1,090)
      

Total CVA—derivative instruments

 $739 $1,684 
      

        The CVA amounts shown above relate solely to the derivative portfolio, and do not include:

Credit Derivatives

        Citigroup makes markets in and trades a range of credit derivatives, both on behalf of clients as well as for its own account. Through these contracts Citigroup either purchases or writes protection on either a single-name or portfolio basis. Citi uses credit derivatives to help mitigate credit risk in its corporate loan portfolio and other cash positions, to take proprietary trading positions, and to facilitate client transactions.

        Credit derivatives generally require that the seller of credit protection make payments to the buyer upon the occurrence of predefined events (settlement triggers). These settlement triggers, which are defined by the form of the derivative and the referenced credit, are generally limited to the market standard of failure to pay on indebtedness and bankruptcy (or comparable events) of the reference credit and, in a more limited range of transactions, debt restructuring.

        Credit derivative transactions referring to emerging market reference credits will also typically include additional settlement triggers to cover the acceleration of indebtedness and the risk of repudiation or a payment moratorium. In certain transactions on a portfolio of referenced credits or asset-backed securities, the seller of protection may not be required to make payment until a specified amount of losses has occurred with respect to the portfolio and/or may only be required to pay for losses up to a specified amount.


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        The following tables summarize the key characteristics of Citi's credit derivative portfolio by counterparty and derivative form as of March 31, 2010 and December 31, 2009:

March 31, 2010:

 
 Fair values Notionals 
In millions of dollars Receivable Payable Beneficiary Guarantor 

By industry/counterparty

             

Bank

 $49,417 $47,618 $854,853 $801,785 

Broker-dealer

  19,974  19,999  317,622  316,463 

Monoline

  6,606  90  9,861  123 

Non-financial

  92  137  1,874  530 

Insurance and other financial institutions

  11,791  9,036  129,343  79,752 
          

Total by industry/counterparty

 $87,880 $76,880 $1,313,553 $1,198,653 
          

By instrument

             

Credit default swaps and options

 $87,313 $75,585 $1,284,742 $1,197,837 

Total return swaps and other

  567  1,295  28,811  816 
          

Total by instrument

 $87,880 $76,880 $1,313,553 $1,198,653 
          

By rating:

             

Investment grade

 $23,108 $19,646 $607,357 $538,020 

Non-investment grade

  43,408  32,527  353,186  319,885 

Not rated

  21,364  24,707  353,010  340,748 
          

Total by Rating

 $87,880 $76,880 $1,313,553 $1,198,653 
          

By maturity:

             

Within 1 year

 $2,172 $2,272 $144,180 $140,408 

From 1 to 5 years

  48,054  42,014  878,025  802,909 

After 5 years

  37,654  32,594  291,348  255,336 
          

Total by maturity

 $87,880 $76,880 $1,313,553 $1,198,653 
          

December 31, 2009:

 
 Fair values Notionals 
In millions of dollars Receivable Payable Beneficiary Guarantor 

By industry/counterparty

             

Bank

 $52,383 $50,778 $872,523 $807,484 

Broker-dealer

  23,241  22,932  338,829  340,949 

Monoline

  5,860    10,018  33 

Non-financial

  339  371  1,781  623 

Insurance and other financial institutions

  10,969  8,343  109,811  64,964 
          

Total by industry/counterparty

 $92,792 $82,424 $1,332,962 $1,214,053 
          

By instrument

             

Credit default swaps and options

 $91,625 $81,174 $1,305,724 $1,213,208 

Total return swaps and other

  1,167  1,250  27,238  845 
          

Total by instrument

 $92,792 $82,424 $1,332,962 $1,214,053 
          

By rating:

             

Investment grade

 $26,666 $22,469 $656,876 $576,930 

Non-investment grade

  46,832  34,898  373,910  339,920 

Not rated

  19,294  25,057  302,176  297,203 
          

Total by Rating

 $92,792 $82,424 $1,332,962 $1,214,053 
          

By maturity:

             

Within 1 year

 $2,167 $2,067 $173,880 $165,056 

From 1 to 5 years

  54,079  47,350  877,573  806,143 

After 5 years

  36,546  33,007  281,509  242,854 
          

Total by maturity

 $92,792 $82,424 $1,332,962 $1,214,053 
          

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        The fair values shown are prior to the application of any netting agreements, cash collateral, and market or credit value adjustments.

        Citigroup actively participates in trading a variety of credit derivatives products as both an active two-way market-maker for clients and to manage credit risk. The majority of this activity was transacted with other financial intermediaries, including both banks and broker-dealers. Citigroup generally has a mismatch between the total notional amounts of protection purchased and sold and it may hold the reference assets directly, rather than entering into offsetting credit derivative contracts as and when desired. The open risk exposures from credit derivative contracts are largely matched after certain cash positions in reference assets are considered and after notional amounts are adjusted, either to a duration-based equivalent basis or to reflect the level of subordination in tranched structures.

        Citi actively monitors its counterparty credit risk in credit derivative contracts. Approximately 85% of the gross receivables are from counterparties with which Citi maintains collateral agreements as of March 31, 2010 and December 31, 2009. A majority of Citi's top 15 counterparties (by receivable balance owed to the company) are banks, financial institutions or other dealers. Contracts with these counterparties do not include ratings-based termination events. However, counterparty rating downgrades may have an incremental effect by lowering the threshold at which Citigroup may call for additional collateral. A number of the remaining significant counterparties are monolines (which have CVA as shown above).


INCOME TAXES

Deferred Tax Assets

        Deferred taxes are recorded for the future consequences of events that have been recognized in the financial statements or tax returns, based upon enacted tax laws and rates. Deferred tax assets (DTAs) are recognized subject to management's judgment that realization is more likely than not.

        As of March 31, 2010, Citigroup had recognized a net deferred tax asset of approximately $50.2 billion, an increase of $4.1 billion from $46.1 billion at December 31, 2009. The principal item impacting the deferred tax asset during the first quarter of 2010 was the recognition of a deferred tax asset of $5.0 billion related to the allowance for loan losses recorded upon consolidation of credit card trusts pursuant to the adoption of SFAS 166/167 on January 1, 2010. The major items reducing the deferred tax asset during the quarter were the tax effect of the change inOther Comprehensive Income and the tax effect of equity compensation.

        Although realization is not assured, Citi believes that the realization of the recognized net deferred tax asset of $50.2 billion at March 31, 2010 is more likely than not based on expectations as to future taxable income in the jurisdictions in which the DTAs arise, and based on available tax planning strategies as defined in ASC 740,Income Taxes, that could be implemented if necessary to prevent a carryforward from expiring.

        Approximately $21 billion of Citigroup's DTA is represented by U.S. federal, foreign, state and local tax return carry-forwards subject to expiration substantially beginning in 2017 and continuing through 2029. Included in Citi's overall net DTA of $50.2 billion are $29 billion of future tax deductions and credits that arose largely due to timing differences between the recognition of income for GAAP and tax purposes and represent net deductions and credits that have not yet been taken on a tax return. The most significant source of these timing differences is the loan loss reserve build, which accounts for approximately $20 billion of the net DTA. In general, Citi would need to recognize approximately $99 billion of taxable income, primarily in U.S. taxable jurisdictions, during the respective carryforward periods to fully realize its U.S. federal, state and local DTAs.

        Citi's ability to utilize its DTAs to offset future taxable income may be significantly limited if Citi experiences an "ownership change," as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"). In general, an ownership change will occur if there is a cumulative change in Citi's ownership by "5% shareholders" (as defined in the Code) that exceeds 50 percentage points over a rolling three-year period. A corporation that experiences an ownership change will generally be subject to an annual limitation on its pre-ownership change deferred tax assets equal to the value of the corporation immediately before the ownership change, multiplied by the long-term tax-exempt rate (subject to certain adjustments); provided that the annual limitation would be increased each year to the extent that there is an unused limitation in a prior year. The limitation arising from an ownership change under Section 382 on Citigroup's ability to utilize its DTAs will depend on the value of Citigroup's stock at the time of the ownership change.

        Under IRS Notice 2010-2, Citigroup will not experience an ownership change within the meaning of Section 382 as a


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result of the sales of its common stock held by the U.S. Treasury.

        Approximately $15 billion of the net deferred tax asset is included in Tier 1 and Tier 1 Common regulatory capital.

        In addition to the uncertain tax positions disclosed in Footnote 11 of Citigroup's 2009 Annual Report on Form 10-K, it is reasonably possible that an audit in Germany may conclude in the next 12 months. The gross uncertain tax positions at March 31, 2010 for the items expected to be resolved in the audit are approximately $185 million plus gross interest of approximately $9 million. The potential tax benefit, which would be shown in continuing and discontinued operations, could be approximately $34 million and $160 million, respectively.


CONTRACTUAL OBLIGATIONS

        See Citi's Annual Report on Form 10-K for the fiscal year ended December 31, 2009, and Note 12 to the Consolidated Financial Statements in this Form 10-Q , for a discussion of contractual obligations.


CONTROLS AND PROCEDURES

Disclosure

        The Company'sCitigroup's disclosure controls and procedures are designed to ensure that information required to be disclosed under the Securities Exchange Act of 1934 is accumulated and communicated to management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), to allow for timely decisions regarding required disclosure and appropriate SEC filings.

        Citi's Disclosure Committee is responsible for ensuring that there is an adequate and effective process for establishing, maintaining and evaluating disclosure controls and procedures for Citi's external disclosures.

        Citigroup's management, with the participation of the Company'scompany's CEO and CFO, has evaluated the effectiveness of the Company'sCitigroup's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of March 31, 20092010 and, based on that evaluation, the CEO and CFO have concluded that at that date the Company'sCitigroup's disclosure controls and procedures were effective.

Financial Reporting

        There were no changes in the Company'sCitigroup's internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) during the fiscal quarter ended March 31, 20092010 that materially affected, or areis reasonably likely to materially affect, the Company'sCiti's internal control over financial reporting.


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FORWARD-LOOKING STATEMENTS

        When describing future business conditions        Certain statements in this Form 10-Q, including but not limited to descriptions instatements included within the section titled "Management'sManagement's Discussion and Analysis" the Company makes certain of Financial Condition and Results of Operations, are forward-looking statements that are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. The Company's actual results may differ materially from those included in theGenerally, forward-looking statements which are indicatednot based on historical facts but instead represent only Citigroup's and management's beliefs regarding future events. Such statements may be identified by words such as "believe," "expect," "anticipate," "intend," "estimate," "maybelieve, expect, anticipate, intend, estimate, may increase," "may may fluctuate", and similar expressions, or future or conditional verbs such as "will," "should," "would,"will, should, would and "could."could.

        These forward-lookingSuch statements are based on management's current expectations and involve external risksare subject to uncertainty and uncertaintieschanges in circumstances. Actual results may differ materially from those included in these statements due to a variety of factors, including but not limited to thosethe factors listed and described under "Risk Factors" in Citigroup's 2008Citi's 2009 Annual Report on Form 10-K. Other risks10-K for the fiscal year ending December 31, 2009 and uncertainties disclosed herein include, but are not limited to:those factors described below:


Citigroup Inc.Table of Contents

CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

TABLE OF CONTENTS


Page No.CONSOLIDATED FINANCIAL STATEMENTS

Financial Statements:

  
 

Consolidated Statement of Income (Unaudited)— For the Three Months Ended March 31, 20092010 and 20082009


 

6580
 

Consolidated Balance Sheet—March 31, 20092010 (Unaudited) and December 31, 20082009


 

6681
 

Consolidated Statement of Changes in Stockholders' Equity (Unaudited)—Three Months Ended March 31, 20092010 and 20082009


 

6783
 

Consolidated Statement of Cash Flows (Unaudited)—Three Months Ended March 31, 20092010 and 20082009


 

6985
 

Citibank Consolidated Balance Sheet—Citibank, N.A. and Subsidiaries—March 31, 20092010 (Unaudited) and December 31, 20082009


 

7087

Notes to Consolidated Financial Statements (Unaudited):NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


 

 
 

Note 1—Basis of Presentation


 

7189
 

Note 2—Discontinued Operations


 

7695
 

Note 3—Business Segments


 

7797
 

Note 4—Interest Revenue and Expense


 

7798
 

Note 5—Commissions and Fees


 

7798
 

Note 6—Retirement BenefitsPrincipal Transactions


 

7899
 

Note 7—RestructuringRetirement Benefits


 

79100
 

Note 8—Earnings Perper Share


 

81101
 

Note 9—Trading Account Assets and Liabilities


 

82102
 

Note 10—Investments


 

83103
 

Note 11—Goodwill and Intangible Assets


 

92111
 

Note 12—Debt


 

93113
 

Note 13—Preferred Stock



96

Note 14—Changes in Accumulated Other Comprehensive Income (Loss)


 

97115
 

Note 15—14—Securitizations and Variable Interest Entities


 

98116
 

Note 16—15—Derivatives Activities


 

115134
 

Note 17—Fair-Value16—Fair Value Measurement (SFAS 157)


 

121142
 

Note 18—Fair-Value17—Fair Value Elections (SFAS 155, SFAS 156 and SFAS 159)


 

133155
 

Note 19—Guarantees18—Fair Value of Financial Instruments


 

139161
 

Note 20—Contingencies19—Guarantees


 

145162
 

Note 20—Contingencies


167

Note 21—Citibank, N.A. Stockholder's Equity (Unaudited)


 

146168
 

Note 22—Subsequent Events


169

Note 23—Condensed Consolidating Financial Statement Schedules


 

147169

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CONSOLIDATED FINANCIAL STATEMENTS

CITIGROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME (Unaudited)

Citigroup Inc. and Subsidiaries

 
 Three months ended March 31, 
In millions of dollars, except per share amounts 2009 2008(1) 
Revenues       
Interest revenue $20,609 $29,190 
Interest expense  7,711  16,122 
      
Net interest revenue $12,898 $13,068 
      
Commissions and fees $4,326 $1,576 
Principal transactions  3,794  (6,663)
Administration and other fiduciary fees  1,662  2,298 
Realized gains (losses) on sales of investments  757  197 
Other-than-temporary impairment losses on investments (For the three months ended March 31, 2009, gross impairment losses were $1,379 of which $631 was recognized in AOCI.)(2)  (748) (316)
Insurance premiums  755  843 
Other revenue  1,345  1,438 
      
Total non-interest revenues $11,891 $(627)
      
Total revenues, net of interest expense $24,789 $12,441 
      
Provisions for credit losses and for benefits and claims       
Provision for loan losses $9,915 $5,577 
Policyholder benefits and claims  332  275 
Provision for unfunded lending commitments  60   
      
Total provisions for credit losses and for benefits and claims $10,307 $5,852 
      
Operating expenses       
Compensation and benefits $6,419 $8,764 
Premises and equipment  1,144  1,356 
Technology/communication  1,179  1,542 
Advertising and marketing  343  636 
Restructuring  (13) 15 
Other operating  3,015  3,462 
      
Total operating expenses $12,087 $15,775 
      
Income (loss) from continuing operations before income taxes $2,395 $(9,186)
Provision (benefit) for income taxes  785  (3,939)
      
Income (loss) from continuing operations $1,610 $(5,247)
      
Discontinued operations       
Income (loss) from discontinued operations $(18)$163 
Gain (loss) on sale  (12)  
Provision (benefit) for income taxes  3  48 
      
Income (loss) from discontinued operations, net of taxes $(33)$115 
      
Net income (loss) before attribution of noncontrolling Interests $1,577 $(5,132)
Net Income (loss) attributable to noncontrolling Interests  (16) (21)
      
Citigroup's net income (loss) $1,593 $(5,111)
      
Basic earnings per share(3)       
Income (loss) from continuing operations $(0.18)$(1.06)
Income from discontinued operations, net of taxes    0.03 
      
Net income (loss) $(0.18)$(1.03)
      
Weighted average common shares outstanding  5,385.0  5,085.6 
      
Diluted earnings per share(3)       
Income (loss) from continuing operations $(0.18)$(1.06)
Income from discontinued operations, net of taxes    0.03 
      
Net income (loss) $(0.18)$(1.03)
      
Adjusted weighted average common shares outstanding  5,953.3  5,575.7 
      

 
 Three months ended March 31, 
In millions of dollars, except per-share amounts 2010 2009 

Revenues

       

Interest revenue

 $20,852 $20,583 

Interest expense

  6,291  7,657 
      

Net interest revenue

 $14,561 $12,926 
      

Commissions and fees

 $3,760 $4,168 

Principal transactions

  4,051  3,670 

Administration and other fiduciary fees

  1,022  1,606 

Realized gains (losses) on sales of investments

  538  757 

Other than temporary impairment losses on investments

       
 

Gross impairment losses

  (550) (1,379)
 

Less: Impairments recognized in OCI

  43  631 
      
 

Net impairment losses recognized in earnings

 $(507)$(748)
      

Insurance premiums

 $748 $755 

Other revenue

  1,248  1,387 
      

Total non-interest revenues

 $10,860 $11,595 
      

Total revenues, net of interest expense

 $25,421 $24,521 
      

Provisions for credit losses and for benefits and claims

       

Provision for loan losses

 $8,366 $9,915 

Policyholder benefits and claims

  287  332 

Provision for unfunded lending commitments

  (35) 60 
      

Total provisions for credit losses and for benefits and claims

 $8,618 $10,307 
      

Operating expenses

       

Compensation and benefits

 $6,162 $6,235 

Premises and equipment

  965  1,083 

Technology/communication

  1,064  1,142 

Advertising and marketing

  302  334 

Restructuring

  (3) (13)

Other operating

  3,028  2,904 
      

Total operating expenses

 $11,518 $11,685 
      

Income from continuing operations before income taxes

 $5,285 $2,529 

Provision for income taxes

  1,036  835 
      

Income from continuing operations

 $4,249 $1,694 
      

Discontinued operations

       

Income (loss) from discontinued operations

 $(5)$(152)

Gain on sale

  94  (12)

Provision (benefit) for income taxes

  (122) (47)
      

Income (loss) from discontinued operations, net of taxes

 $211 $(117)
      

Net income before attribution of noncontrolling interests

 $4,460 $1,577 

Net income (loss) attributable to noncontrolling interests

  32  (16)
      

Citigroup's net income

 $4,428 $1,593 
      

Basic earnings per share(1)(2)

       

Income (loss) from continuing operations

 $0.15 $(0.16)

Income (loss) from discontinued operations, net of taxes

  0.01  (0.02)
      

Net income (loss)

 $0.15 $(0.18)
      

Weighted average common shares outstanding

  28,444.3  5,385.0 
      

Diluted earnings per share(1)

       

Income (loss) from continuing operations

 $0.14 $(0.16)

Income (loss) from discontinued operations, net of taxes

  0.01  (0.02)
      

Net income (loss)

 $0.15 $(0.18)
      

Adjusted weighted average common shares outstanding

  29,333.5  5,953.3 
      

(1)
Reclassified to conform to current period's presentation.

(2)
First quarter 2009 OTTI losses on investments are accounted for in accordance FSP FAS 115-2 (see "Accounting Changes" in Note 1).

(3)
The Company adopted FSP EITF 03-6-1 on January 1, 2009. All prior periods have been restated to conform to the current presentation. The Diluted EPS calculation for the first quarter of 2009 and 2008 utilizes Basic shares and Income available to common shareholders (Basic) due to the negative Income available to common shareholders. Using actual Diluted shares and Income available to common shareholders (Diluted) would result in anti-dilution.

(2)
Due to rounding, earnings per share on continuing operations and discontinued operations may not sum to earnings per share on net income.

See Notes to the Consolidated Financial Statements.


Table of Contents

CITIGROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

Citigroup Inc. and Subsidiaries

In millions of dollars, except shares March 31,
2009
 December 31,
2008
 
 
 (Unaudited)
  
 
Assets       
Cash and due from banks (including segregated cash and other deposits) $31,063 $29,253 
Deposits with banks  159,503  170,331 
Federal funds sold and securities borrowed or purchased under agreements to resell (including $79,674 and $70,305 as of March 31, 2009 and December 31, 2008, respectively, at fair value)  179,603  184,133 
Brokerage receivables  43,329  44,278 
Trading account assets (including $119,211 and $148,703 pledged to creditors at March 31, 2009 and December 31, 2008, respectively)  335,222  377,635 
Investments (including $15,459 and $14,875 pledged to creditors at March 31, 2009 and December 31, 2008, respectively)  238,806  256,020 
Loans, net of unearned income       
 Consumer (including$32 and $36 at March 31, 2009 and December 31, 2008, respectively, at fair value)  489,805  519,673 
 Corporate (including $2,321 and $2,696 at March 31, 2009 and December 31, 2008, respectively, at fair value)  167,487  174,543 
      
Loans, net of unearned income $657,292 $694,216 
 Allowance for loan losses  (31,703) (29,616)
      
Total loans, net $625,589 $664,600 
Goodwill  26,410  27,132 
Intangible assets (other than MSRs)  13,612  14,159 
Mortgage servicing rights (MSRs)  5,481  5,657 
Other assets (including $8,253 and $5,722 as of March 31, 2009 and December 31, 2008 respectively, at fair value)  163,960  165,272 
      
Total assets $1,822,578 $1,938,470 
      
Liabilities       
 Non-interest-bearing deposits in U.S. offices $83,245 $60,070 
 Interest-bearing deposits in U.S. offices (including $1,188 and $1,335 at March 31, 2009 and December 31, 2008, respectively, at fair value)  214,673  229,906 
 Non-interest-bearing deposits in offices outside the U.S.   36,602  37,412 
 Interest-bearing deposits in offices outside the U.S. (including $1,061 and $1,271 at March 31, 2009 and December 31, 2008, respectively, at fair value)  428,176  446,797 
      
Total deposits $762,696 $774,185 
Federal funds purchased and securities loaned or sold under agreements to repurchase (including $122,317 and $138,866 as of March 31, 2009 and December 31, 2008, respectively, at fair value)  184,803  205,293 
Brokerage payables  58,950  70,916 
Trading account liabilities  130,826  167,478 
Short-term borrowings (including $7,289 and $17,607 at March 31, 2009 and December 31, 2008, respectively, at fair value)  116,389  126,691 
Long-term debt (including $23,335 and $27,263 at March 31, 2009 and December 31, 2008, respectively, at fair value)  337,252  359,593 
Other liabilities (including $8,065 and $3,696 as of March 31, 2009 and December 31, 2008, respectively, at fair value)  85,735  90,292 
      
Total liabilities $1,676,651 $1,794,448 
      
Citigroup stockholders' equity       
Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares:835,632 at March 31, 2009, at aggregate liquidation value $74,246 $70,664 
Common stock ($0.01 par value; authorized shares: 15 billion), issued shares:5,671,743,807 at March 31, 2009 and December 31, 2008.   57  57 
Additional paid-in capital  16,525  19,165 
Retained earnings  86,115  86,521 
Treasury stock, at cost:March 31, 2009—158,895,165 shares and December 31, 2008—221,675,719 shares  (5,996) (9,582)
Accumulated other comprehensive income (loss)  (27,013) (25,195)
      
Total Citigroup stockholders' equity $143,934 $141,630 
Noncontrolling interest  1,993  2,392 
      
Total equity $145,927 $144,022 
      
Total liabilities and equity $1,822,578 $1,938,470 
      

In millions of dollars, except shares March 31,
2010
 December 31,
2009
 
 
 (Unaudited)
  
 

Assets

       

Cash and due from banks (including segregated cash and other deposits)

 $25,678 $25,472 

Deposits with banks

  163,525  167,414 

Federal funds sold and securities borrowed or purchased under agreements to resell (including $96,596 and $87,837 as of March 31, 2010 and December 31, 2009, respectively, at fair value)

  234,348  222,022 

Brokerage receivables

  34,001  33,634 

Trading account assets (including $137,078 and $111,219 pledged to creditors at March 31, 2010 and December 31, 2009, respectively)

  345,783  342,773 

Investments (including $17,506 and $15,154 pledged to creditors at March 31, 2010 and December 31, 2009, respectively and $262,138 and $246,429 at March 31, 2010 and December 31, 2009, respectively, at fair value)

  316,733  306,119 

Loans, net of unearned income

       
 

Consumer (including $2,911 and $34 at fair value as of March 31, 2010 and December 31, 2009, respectively)

  531,469  424,057 
 

Corporate (including $2,457 and $1,405 at March 31, 2010 and December 31, 2009, respectively, at fair value)

  190,335  167,447 
      

Loans, net of unearned income

 $721,804 $591,504 
 

Allowance for loan losses

  (48,746) (36,033)
      

Total loans, net

 $673,058 $555,471 

Goodwill

  25,662  25,392 

Intangible assets (other than MSRs)

  8,277  8,714 

Mortgage servicing rights (MSRs)

  6,439  6,530 

Other assets (including $13,248 and $12,664 as of March 31, 2010 and December 31, 2009 respectively, at fair value)

  168,709  163,105 
      

Total assets

 $2,002,213 $1,856,646 
      

See Notes        The following table presents certain assets of consolidated VIEs, which are included in the Consolidated Balance Sheet above. The assets in the table below include only those assets that can be used to settle obligations of consolidated VIEs on the Unaudited Consolidated Financial Statements.following page, and are in excess of those obligations.

 
 March 31, 2010 

Assets of consolidated VIEs that can only be used to settle obligations of consolidated VIEs

    

Cash and due from banks (including segregated cash and other deposits)

 $2,776 

Trading account assets

  10,738 

Investments

  10,859 

Loans, net of unearned income

    

    Consumer (including $2,880 at fair value)

  157,834 

    Corporate (including $1,266 at fair value)

  26,592 
    

Loans, net of unearned income

 $184,426 

    Allowance for loan losses

  (14,520)
    

Total loans, net

 $169,906 

Other assets

  2,588 
    

Total assets of consolidated VIEs that can only be used to settle obligations of consolidated VIEs

 $196,867 
    

Table of Contents

CITIGROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
(Continued)

Citigroup Inc. and Subsidiaries

In millions of dollars, except shares March 31,
2010
 December 31,
2009
 
 
 (Unaudited)
  
 

Liabilities

       

Non-interest-bearing deposits in U.S. offices

 $66,796 $71,325 

Interest-bearing deposits in U.S. offices (including $736 and $700 at March 31, 2010 and December 31, 2009, respectively, at fair value)

  230,919  232,093 

Non-interest-bearing deposits in offices outside the U.S. 

  45,471  44,904 

Interest-bearing deposits in offices outside the U.S. (including $804 and $845 at March 31, 2010 and December 31, 2009, respectively, at fair value)

  484,728  487,581 
      

Total deposits

 $827,914 $835,903 

Federal funds purchased and securities loaned or sold under agreements to repurchase (including $136,526 and $104,030 as of March 31, 2010 and December 31, 2009, respectively, at fair value)

  207,911  154,281 

Brokerage payables

  55,041  60,846 

Trading account liabilities

  142,748  137,512 

Short-term borrowings (including $1,225 and $639 at March 31, 2010 and December 31, 2009, respectively, at fair value)

  96,694  68,879 

Long-term debt (including $28,112 and $25,942 at March 31, 2010 and December 31, 2009, respectively, at fair value)

  439,274  364,019 

Other liabilities (including $11,481 and $11,542 as of March 31, 2010 and December 31, 2009, respectively, at fair value)

  78,852  80,233 
      

Total liabilities

 $1,848,434 $1,701,673 
      

Stockholders' equity

       

Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares:12,038 at March 31, 2010, at aggregate liquidation value

 $312 $312 

Common stock ($0.01 par value; authorized shares: 60 billion), issued shares:28,685,038,572 at March 31, 2010 and 28,626,100,389 at December 31, 2009

  287  286 

Additional paid-in capital

  96,427  98,142 

Retained earnings

  73,432  77,440 

Treasury stock, at cost:March 31, 2010—64,790,181 shares and December 31, 2009—142,833,099 shares

  (1,178) (4,543)

Accumulated other comprehensive income (loss)

  (17,859) (18,937)
      

Total Citigroup stockholders' equity

 $151,421 $152,700 

Noncontrolling interest

  2,358  2,273 
      

Total equity

 $153,779 $154,973 
      

Total liabilities and equity

 $2,002,213 $1,856,646 
      

See Notes to the Consolidated Financial Statements.


        The following table presents certain liabilities of consolidated VIEs, which are included in the Consolidated Balance Sheet above. The liabilities in the table below include third party liabilities of consolidated VIEs only, and exclude intercompany balances that eliminate in consolidation. The liabilities also exclude amounts where creditors or beneficial interest holders have recourse to the general credit of Citigroup.

 
 March 31, 2010 

Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup:

    

Short-term borrowings

 $39,996 

Long-term debt (including $7,005 at fair value)

  113,604 

Other liabilities

  2,531 
    

Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup

 $156,131 
    

Table of Contents

CITIGROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)

Citigroup Inc. and Subsidiaries

 
 Three Months Ended March 31, 
In millions of dollars, except shares in thousands 2009 2008 
Preferred stock at aggregate liquidation value       
Balance, beginning of period $70,664 $ 
Issuance of preferred stock  3,582  19,384 
      
Balance, end of period $74,246 $19,384 
      
Common stock and additional paid-in capital       
Balance, beginning of period $19,222 $18,062 
Employee benefit plans  (4,013) (3,387)
Issuance of shares for Nikko Cordial acquisition    (3,485)
Issuance of TARP-related warrants  88   
Reset of convertible preferred stock conversion price  1,285   
Other    (4)
      
Balance, end of period $16,582 $11,186 
      
Retained earnings       
Balance, beginning of period $86,521 $121,920 
Adjustment to opening balance, net of tax(1)(2)  413  (151)
      
Adjusted balance, beginning of period $86,934 $121,769 
Net income (loss)  1,593  (5,111)
Common dividends(3)  (63) (1,676)
Preferred dividends  (1,011) (83)
Preferred stock Series H discount accretion  (53)  
Reset of convertible preferred stock conversion price  (1,285)  
      
Balance, end of period $86,115 $114,899 
      
Treasury stock, at cost       
Balance, beginning of period $(9,582)$(21,724)
Issuance of shares pursuant to employee benefit plans  3,579  3,843 
Treasury stock acquired(4)  (1) (6)
Issuance of shares for Nikko Cordial acquisition    7,858 
Other  8  9 
      
Balance, end of period $(5,996)$(10,020)
      
Accumulated other comprehensive income (loss)       
Balance, beginning of period $(25,195)$(4,660)
Adjustment to opening balance, net of tax(1)  (413)  
      
Adjusted balance, beginning of period $(25,608)$(4,660)
Net change in unrealized gains and losses on investment securities, net of tax  20  (2,387)
Net change in cash flow hedges, net of tax  1,483  (1,638)
Net change in FX translation adjustment, net of tax  (2,974) 1,273 
Pension liability adjustment, net of tax  66  31 
      
Net change in Accumulated other comprehensive income (loss) $(1,405)$(2,721)
      
Balance, end of period $(27,013)$(7,381)
      
Total Citigroup common stockholders' equity (shares outstanding: 5,512,849 at
March 31, 2009
and 5,450,068 at December 31, 2008)
 $69,688 $108,684 
      
Total Citigroup stockholders' equity $143,934 $128,068 
      
Noncontrolling interests       
Balance, beginning of period $2,392 $5,308 
Initial origination of a noncontrolling interests    1,409 
Transactions between noncontrolling interest shareholders and the related
consolidating subsidiary
  (120) (2,465)
Transactions between Citigroup and the noncontrolling interest shareholders  (216) (98)
Net income attributable to noncontrolling interest shareholders  (16) (21)
Dividends paid to noncontrolling interest shareholders  (6) (56)
Accumulated other comprehensive income—Net change in unrealized gains
and losses on investments securities, net of tax
  (3) 1 
Accumulated other comprehensive income—Net change in FX translation
adjustment, net of tax
  (86) 69 
All other  48  95 
      
Net change in noncontrolling interests $(399)$(1,066)
      
Balance, end of period $1,993 $4,242 
      
Total equity $145,927 $132,310 
      

 
 Three Months Ended March 31, 
In millions of dollars, except shares in thousands 2010 2009 

Preferred stock at aggregate liquidation value

       

Balance, beginning of period

 $312 $70,664 

Issuance of new preferred stock

    3,582 
      

Balance, end of period

 $312 $74,246 
      

Common stock and additional paid-in capital

       

Balance, beginning of period

 $98,428 $19,222 

Employee benefit plans

  (3,506) (4,013)

Reset of convertible preferred stock conversion price

    1,285 

Issuance of TARP-related warrants

    88 

ADIA Upper Decs Equity Units Purchase Contract

  1,875   

Other

  (83)  
      

Balance, end of period

 $96,714 $16,582 
      

Retained earnings

       

Balance, beginning of period

 $77,440 $86,521 

Adjustment to opening balance, net of taxes(1)(2)

  (8,442) 413 
      

Adjusted balance, beginning of period

 $68,998 $86,934 

Net income

  4,428  1,593 

Common dividends(3)

  6  (63)

Preferred dividends

    (1,011)

Preferred stock Series H discount accretion

    (53)

Reset of convertible preferred stock conversion price

    (1,285)
      

Balance, end of period

 $73,432 $86,115 
      

Treasury stock, at cost

       

Balance, beginning of period

 $(4,543)$(9,582)

Issuance of shares pursuant to employee benefit plans

  3,364  3,579 

Treasury stock acquired(4)

  (1) (1)

Other

  2  8 
      

Balance, end of period

 $(1,178)$(5,996)
      

Accumulated other comprehensive income (loss)

       

Balance, beginning of period

 $(18,937)$(25,195)

Adjustment to opening balance, net of taxes(1)

    (413)
      

Adjusted balance, beginning of period

 $(18,937)$(25,608)

Net change in unrealized gains and losses on investment securities, net of taxes

  1,182  20 

Net change in cash flow hedges, net of taxes

  223  1,483 

Net change in foreign currency translation adjustment, net of taxes

  (279) (2,974)

Pension liability adjustment, net of taxes

  (48) 66 
      

Net change inAccumulated other comprehensive income (loss)

 $1,078 $(1,405)
      

Balance, end of period

 $(17,859)$(27,013)
      

Total Citigroup common stockholders' equity (shares outstanding: 28,620,248 at March 31, 2010 and 28,483,267 at December 31, 2009)

 $151,109 $69,688 
      

Total Citigroup stockholders' equity

 $151,421 $143,934 
      

[Statement continues on the following page, including notes to table]


Table of Contents

CITIGROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)
(Continued)

Citigroup Inc. and Subsidiaries

 
 Three Months Ended March 31, 
In millions of dollars, except shares in thousands 2009 2008 
Comprehensive income (loss)       
Net income (loss) before attribution of noncontrolling interests $1,577 $(5,132)
Net change in accumulated other comprehensive income (loss)  (1,494) (2,651)
      
Total comprehensive income (loss) $83 $(7,783)
Comprehensive income attributable to the noncontrolling interest  (105) 49 
      
Comprehensive income attributable to Citigroup $188 $(7,832)
      

 
 Three Months Ended March 31, 
In millions of dollars, except shares in thousands 2010 2009 

Noncontrolling interest

       

Balance, beginning of period

 $2,273 $2,392 
 

Origination of a noncontrolling interest

  (10)  
 

Transactions between noncontrolling interest shareholders and the related consolidating subsidiary

  (22) (120)
 

Transactions between Citigroup and the noncontrolling-interest shareholders

    (216)
 

Net income attributable to noncontrolling-interest shareholders

  32  (16)
 

Dividends paid to noncontrolling–interest shareholders

  (54) (6)
 

Accumulated other comprehensive income—net change in unrealized gains and losses on investment securities, net of tax

  12  (3)
 

Accumulated other comprehensive income—net change in FX translation adjustment, net of tax

  (5) (86)
 

All other

  132  48 
      

Net change in noncontrolling interests

 $85 $(399)
      

Balance, end of period

 $2,358 $1,993 
      

Total equity

 $153,779 $145,927 
      

Comprehensive income (loss)

       

Net income (loss) before attribution of noncontrolling interests

 $4,460 $1,577 

Net change inAccumulated other comprehensive income (loss)

  1,085  (1,494)
      

Total comprehensive income

 $5,545 $83 
      

Comprehensive income (loss) attributable to the noncontrolling interests

 $39 $(105)
      

Comprehensive income attributable to Citigroup

 $5,506 $188 
      

(1)
The adjustment to the opening balances forRetained earnings andAccumulated other comprehensive income (loss) in 2009 represents the cumulative effect of initially adopting ASC 320-10-35-34,Investments—Debt and Equity securities: Recognition of an Other-Than-Temporary Impairment (formerly FSP FAS 115-2. See Note 1 for further disclosure.115-2 and FAS 124-2).

(2)
Citigroup'sThe adjustment to the opening balance forRetained earnings balance in 2008 has been reduced by $151 million to reflect a prior period adjustment to2010 represents the cumulative effect of initially adopting ASC 810,Goodwill. This reduction adjustsGoodwillConsolidation to reflect a portion(formerly FASB Interpretation No. 46(R), Consolidation of the losses incurred in January 2002, related to the sale of an Argentinean subsidiary Banamex, Bansud, which was recorded as an adjustment to the purchase price of Banamex. There is no tax benefit and there is no income statement impact from this adjustment.Variable Interest Entities).

(3)
Common dividends in 2010 are related to forfeitures of previously issued but unvested employee stock awards. Common dividends declared were as follows: $0.01 per share in the first quarter of 2009 and $0.32 per share in the first quarter of 2008.2009.

(4)
All open market repurchases were transacted under an existing authorized share repurchase plan.plan and relate to customer fails/errors.

See Notes to the Unaudited Consolidated Financial Statements.


Table of Contents

CITIGROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

 
 Three Months Ended March 31, 
In millions of dollars 2009 2008(1) 
Cash flows from operating activities of continuing operations       
Net income (loss) before attribution of noncontrolling interests $1,577 $(5,132)
Net income (loss) attributable to noncontrolling interests  (16) (21)
      
Citigroup's net income (loss) $1,593 $(5,111)
 Income (loss) from discontinued operations, net of taxes  (21) 115 
 Gain on sale, net of taxes  (12)  
      
 Income (loss) from continuing operations—excluding noncontrolling interests $1,626 $(5,226)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities of continuing operations       
 Amortization of deferred policy acquisition costs and present value of future profits  101  81 
 Additions to deferred policy acquisition costs  (90) (105)
 Depreciation and amortization  13  812 
 Provision for credit losses  9,975  5,751 
 Change in trading account assets  42,413  (39,453)
 Change in trading account liabilities  (36,652) 19,904 
 Change in federal funds sold and securities borrowed or purchased under agreements to resell  4,530  35,060 
 Change in federal funds purchased and securities loaned or sold under agreements to repurchase  (20,490) (24,682)
 Change in brokerage receivables net of brokerage payables  (11,017) 2,352 
 Net losses (gains) from sales of investments  (757) 119 
 Change in loans held-for-sale  (889) 6,369 
 Other, net  2,911  769 
      
Total adjustments $9,952 $6,977 
      
Net cash provided by (used in) operating activities of continuing operations $(8,326)$1,751 
      
Cash flows from investing activities of continuing operations       
Change in deposits at interest with banks $10,828 $(3,952)
Change in loans  (31,999) (83,273)
Proceeds from sales and securitizations of loans  60,329  67,525 
Purchases of investments  (58,136) (92,497)
Proceeds from sales of investments  27,774  39,571 
Proceeds from maturities of investments  32,928  58,849 
Capital expenditures on premises and equipment  (282) (744)
Proceeds from sales of premises and equipment, subsidiaries and affiliates, and repossessed assets  1,032  1,165 
      
Net cash provided by (used in) investing activities of continuing operations $42,474 $(13,356)
      
Cash flows from financing activities of continuing operations       
Dividends paid $(1,074)$(1,759)
Issuance of common stock    46 
Issuance (redemptions) of preferred stock    19,384 
Treasury stock acquired  (1) (6)
Stock tendered for payment of withholding taxes  (88) (286)
Issuance of long-term debt  65,398  19,900 
Payments and redemptions of long-term debt  (74,055) (27,502)
Change in deposits  (11,489) 4,978 
Change in short-term borrowings  (10,302) (10,689)
      
Net cash (used in) provided by financing activities of continuing operations $(31,611)$4,066 
      
Effect of exchange rate changes on cash and cash equivalents $(756)$335 
      
Net cash from discontinued operations $29 $(165)
      
Change in cash and due from banks $1,810 $(7,369)
Cash and due from banks at beginning of period $29,253 $38,206 
      
Cash and due from banks at end of period $31,063 $30,837 
      
Supplemental disclosure of cash flow information for continuing operations       
Cash paid during the period for income taxes $1,111 $(141)
Cash paid during the period for interest $8,362 $17,120 
      
Non-cash investing activities       
Transfers to repossessed assets $643 $766 
      


(1)
Reclassified to conform to the current period's presentation
 
 Three Months Ended March 31, 
In millions of dollars 2010 2009 

Cash flows from operating activities of continuing operations

       

Net income before attribution of noncontrolling interests

 $4,460 $1,577 

Net income (loss) attributable to noncontrolling interests

  32  (16)
      

Citigroup's net income

 $4,428 $1,593 
 

Income (loss) from discontinued operations, net of taxes

  147  (105)
 

Gain (loss) on sale, net of taxes

  64  (12)
      
 

Income from continuing operations—excluding noncontrolling interests

 $4,217 $1,710 

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities of continuing operations

       
 

Amortization of deferred policy acquisition costs and present value of future profits

  102  101 
 

Additions to deferred policy acquisition costs

  1,994  (90)
 

Depreciation and amortization

  623  13 
 

Provision for credit losses

  8,331  9,975 
 

Change in trading account assets

  (13,110) 42,413 
 

Change in trading account liabilities

  5,236  (36,652)
 

Change in federal funds sold and securities borrowed or purchased under agreements to resell

  (12,326) 4,530 
 

Change in federal funds purchased and securities loaned or sold under agreements to repurchase

  53,630  (20,490)
 

Change in brokerage receivables net of brokerage payables

  (6,172) (11,017)
 

Net losses (gains) from sales of investments

  (538) (757)
 

Change in loans held-for-sale

  (1,444) (889)
 

Other, net

  (5,125) 2,772 
      

Total adjustments

 $31,201 $(10,091)
      

Net cash provided by (used in) operating activities of continuing operations

 $35,418 $(8,381)
      

Cash flows from investing activities of continuing operations

       

Change in deposits at interest with banks

 $3,889 $10,828 

Change in loans

  25,536  (31,999)

Proceeds from sales and securitizations of loans

  1,252  60,329 

Purchases of investments

  (95,504) (58,136)

Proceeds from sales of investments

  32,962  27,774 

Proceeds from maturities of investments

  45,904  32,928 

Capital expenditures on premises and equipment

  (278) (282)

Proceeds from sales of premises and equipment, subsidiaries and affiliates, and repossessed assets

  637  1,032 
      

Net cash provided by investing activities of continuing operations

 $14,398 $42,474 
      

Cash flows from financing activities of continuing operations

       

Dividends paid

 $ $(1,074)

Issuance of ADIA Upper Decs equity units purchase contract

  1,875   

Treasury stock acquired

  (1) (1)

Stock tendered for payment of withholding taxes

  (126) (88)

Issuance of long-term debt

  7,331  65,398 

Payments and redemptions of long-term debt

  (16,682) (74,055)

Change in deposits

  (7,989) (11,489)

Change in short-term borrowings

  (33,885) (10,302)
      

Net cash used in financing activities of continuing operations

 $(49,477)$(31,611)
      

Effect of exchange rate changes on cash and cash equivalents

  (185) (756)
      

Net cash from discontinued operations

  52  84 
      

Change in cash and due from banks

 $206 $1,810 

Cash and due from banks at beginning of period

  25,472  29,253 
      

Cash and due from banks at end of period

 $25,678 $31,063 
      

Supplemental disclosure of cash flow information for continuing operations

       

Cash paid during the period for income taxes

 $1,802 $1,111 

Cash paid during the period for interest

 $5,711 $8,362 
      

Non-cash investing activities

       

Transfers to repossessed assets

 $669 $643 
      

See Notes to the Unaudited Consolidated Financial Statements.


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CITIBANK, N.A. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

In millions of dollars, except shares March 31,
2009
 December 31,
2008
 
 
 (Unaudited)
  
 
Assets       
Cash and due from banks $24,479 $22,107 
Deposits with banks  148,462  156,774 
Federal funds sold and securities purchased under agreements to resell  21,747  41,613 
Trading account assets (including $9,924 and $12,092 pledged to creditors at March 31, 2009 and December 31, 2008, respectively)  165,032  197,052 
Investments (including $2,371 and $3,028 pledged to creditors at March 31, 2009 and December 31, 2008, respectively)  168,782  165,914 
Loans, net of unearned income  528,104  555,198 
Allowance for loan losses  (19,443) (18,273)
      
Total loans, net $508,661 $536,925 
Goodwill  9,706  10,148 
Intangible assets  7,423  7,689 
Premises and equipment, net  4,959  5,331 
Interest and fees receivable  6,662  7,171 
Other assets  77,648  76,316 
      
Total assets $1,143,561 $1,227,040 
      
Liabilities       
Non-interest-bearing deposits in U.S. offices $86,245 $59,808 
Interest-bearing deposits in U.S. offices  160,306  180,737 
Non-interest-bearing deposits in offices outside the U.S.   32,890  33,769 
Interest-bearing deposits in offices outside the U.S.   432,378  480,984 
      
Total deposits $711,819 $755,298 
Trading account liabilities  79,634  110,599 
Purchased funds and other borrowings  102,589  116,333 
Accrued taxes and other expenses  6,475  8,192 
Long-term debt and subordinated notes  88,525  113,381 
Other liabilities  44,338  40,797 
      
Total liabilities $1,033,380 $1,144,600 
      
Citibank stockholder's equity       
Capital stock ($20 par value) outstanding shares: 37,534,553 in each period $751 $751 
Surplus  102,219  74,767 
Retained earnings  23,724  21,735 
Accumulated other comprehensive income (loss)(1)  (17,373) (15,895)
      
Total Citibank stockholder's equity $109,321 $81,358 
Noncontrolling interest  860  1,082 
      
Total equity $110,181 $82,440 
      
Total liabilities and equity $1,143,561 $1,227,040 
      

 
 Citibank, N.A. and Subsidiaries
 
In millions of dollars, except shares March 31,
2010
 December 31,
2009
 
 
 (Unaudited)
  
 

Assets

       

Cash and due from banks

 $19,986 $20,246 

Deposits with banks

  145,122  154,372 

Federal funds sold and securities purchased under agreements to resell

  20,124  31,434 

Trading account assets (including $463 and $914 pledged to creditors at March 31, 2010 and December 31, 2009, respectively)

  147,411  156,380 

Investments (including $3,339 and $3,849 pledged to creditors at March 31, 2010 and December 31, 2009, respectively)

  248,377  233,086 

Loans, net of unearned income

  499,413  477,974 

Allowance for loan losses

  (22,372) (22,685)
      

Total loans, net

 $477,041 $455,289 

Goodwill

  10,209  10,200 

Intangible assets

  7,917  8,243 

Premises and equipment, net

  4,681  4,832 

Interest and fees receivable

  6,813  6,840 

Other assets

  83,229  80,439 
      

Total assets

 $1,170,910 $1,161,361 
      

        The following table presents certain assets of consolidated VIEs, which are included in the Consolidated Balance Sheet above. The assets in the table below include only those assets that can be used to settle obligations of consolidated VIEs on the following page, and are in excess of those obligations.

 
 March 31, 2010 

Assets of consolidated VIEs that can only be used to settle obligations of consolidated VIEs

    

Cash and due from banks (including segregated cash and other deposits)

 $2,205 

Trading account assets

  3,833 

Investments

  9,091 

Loans, net of unearned income

    
 

Consumer (including $2,880 at fair value)

  43,579 
 

Corporate (including $494 at fair value)

  25,514 
    

Loans, net of unearned income

 $69,093 
 

Allowance for loan losses

  (336)
    

Total loans, net

 $68,757 

Other assets

  1,248 
    

Total assets of consolidated VIEs that can only be used to settle obligations of consolidated VIEs

 $85,134 
    

[Statement continues on the following page]


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CITIBANK, N.A. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
(Continued)

 
 Citibank, N.A. and Subsidiaries
 
In millions of dollars, except shares March 31,
2010
 December 31,
2009
 
 
 (Unaudited)
  
 

Liabilities

       

Non-interest-bearing deposits in U.S. offices

 $73,820 $76,729 

Interest-bearing deposits in U.S. offices

  176,352  176,149 

Non-interest-bearing deposits in offices outside the U.S. 

  40,600  39,414 

Interest-bearing deposits in offices outside the U.S. 

  474,660  479,350 
      

Total deposits

 $765,432 $771,642 

Trading account liabilities

  51,469  52,010 

Purchased funds and other borrowings

  85,146  89,503 

Accrued taxes and other expenses

  8,270  9,046 

Long-term debt and subordinated notes

  99,739  82,086 

Other liabilities

  40,093  39,181 
      

Total liabilities

 $1,050,149 $1,043,468 
      

Citibank stockholder's equity

       

Capital stock ($20 par value) outstanding shares: 37,534,553 in each period

 $751 $751 

Surplus

  108,401  107,923 

Retained earnings

  21,527  19,457 

Accumulated other comprehensive income (loss)(1)

  (11,188) (11,532)
      

Total Citibank stockholder's equity

 $119,491 $116,599 

Noncontrolling interest

  1,270  1,294 
      

Total equity

 $120,761 $117,893 
      

Total liabilities and equity

 $1,170,910 $1,161,361 
      

(1)
Amounts at March 31, 20092010 and December 31, 20082009 include the after-tax amounts for net unrealized gains (losses) on investment securities of ($8.535)$(3.720) billion and ($8.008)$(4.735) billion, respectively, for FXforeign currency translation of ($6.070)$(4.041) billion and $(3.964)$(3.255) billion, respectively, for cash flow hedges of ($2.116)$(2.235) billion and ($3.247)$(2.367) billion, respectively, and for pension liability adjustments of ($652) million$(1.192) billion and ($676) million,$(1.175) billion, respectively.

See Notes to the Unaudited Consolidated Financial Statements.


        The following table presents certain liabilities of consolidated VIEs, which are included in the Consolidated Balance Sheet above. The liabilities in the table below include third party liabilities of consolidated VIEs only, and exclude intercompany balances that eliminate in consolidation. The liabilities also exclude amounts where creditors or beneficial interest holders have recourse to the general credit of Citigroup.

 
 March 31, 2010 

Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup:

    

Short-term borrowings

 $27,016 

Long-term debt (including $3,084 at fair value)

  38,749 

Other liabilities

  1,734 
    

Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup

 $67,499 
    

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CITIGROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)


1.    BASIS OF PRESENTATION

        The accompanying Unauditedunaudited Consolidated Financial Statements as of March 31, 20092010 and for the three-month period ended March 31, 20092010 include the accounts of Citigroup Inc. (Citigroup) and its subsidiaries (collectively, the Company). In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation, have been reflected. The accompanying Unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes included in Citigroup's 2008 Annual Report on Form 10-K.10-K for the fiscal year ended December 31, 2009.

        Certain financial information that is normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles, but is not required for interim reporting purposes, has been condensed or omitted.

        Management must make estimates and assumptions that affect the Consolidated Financial Statements and the related footnote disclosures. While management makes its best judgment, actual results could differ from those estimates. Current market conditions increase the risk and complexity of the judgments in these estimates.

        Certain reclassifications have been made to the prior-period's financial statements to conform to the current period's presentation.

        As noted above, the Notes to Consolidated Financial Statements are unaudited.

Citibank, N.A.

        Citibank, N.A. is a commercial bank and wholly owned subsidiary of Citigroup Inc. Citibank's principal offerings include consumer finance, mortgage lending, and retail banking products and services; investment banking, commercial banking, cash management, trade finance and e-commerce products and services; and private banking products and services.

        The Company includes a balance sheet and statement of changes in stockholder's equity for Citibank, N.A. to provide information about this entity to shareholders of Citigroup and international regulatory agencies. (See Note 21 to the Consolidated Financial Statements for further discussion.)

Significant Accounting Policies

        The Company's accounting policies are fundamental to understanding management's discussion and analysis of results of operations and financial condition. The Company has identified six policies as being significant because they require management to make subjective and/or complex judgments about matters that are inherently uncertain. These policies relate to Valuations of Financial Instruments, Allowance for Credit Losses, Securitizations, Goodwill, Income Taxes and Legal Reserves. The Company, in consultation with the Audit and Risk Management Committee of the Board of Directors, has reviewed and approved these significant accounting policies, which are further described in the Company's 2008 Annual Report on Form 10-K.10-K for the fiscal year ended December 31, 2009.

ACCOUNTING CHANGESPrinciples of Consolidation

Other-Than-Temporary Impairments on Investment Securities

        In April 2009,        The Consolidated Financial Statements include the FASB issued FSP FAS 115-2accounts of Citigroup and FAS 124-2, "Recognition and Presentation of Other-Than-Temporary Impairments," (FSP FAS 115-2)its subsidiaries (the Company). The Company consolidates subsidiaries in which amends the recognition guidance for other-than-temporary impairments (OTTI) of debt securities and expands the financial statement disclosures for OTTI on debt and equity securities. Citigroup adopted the FSP in the first quarter of 2009.

        As a resultit holds, directly or indirectly, more than 50% of the FSP, the Company's Consolidated Statement of Income reflects the full impairment (that is, the difference between the security's amortized cost basis and fair value) on debt securities thatvoting rights or where it exercises control. Entities where the Company intendsholds 20% to sell 50% of the voting rights and/or would more-likely-than-nothas the ability to exercise significant influence, other than investments of designated venture capital subsidiaries, or investments accounted for at fair value under the fair value option, are accounted for under the equity method, and the pro rata share of their income (loss) is included inOther revenue. Income from investments in less than 20%-owned companies is recognized when dividends are received. As discussed below, Citigroup consolidates entities deemed to be requiredvariable-interest entities when Citigroup is determined to sell beforebe the expectedprimary beneficiary. Gains and losses on the disposition of branches, subsidiaries, affiliates, buildings, and other investments and charges for management's estimate of impairment in their value that is other than temporary, such that recovery of the amortized cost basis. For AFScarrying amount is deemed unlikely, are included inOther revenue.

        The following Significant Accounting Policies have been updated since the Company filed with the SEC its Annual Report on Form 10-K for the fiscal year ended December 31, 2009.

Securities Borrowed and HTM debt securities that management has no intent to sellSecurities Loaned

        Securities borrowing and believes that it is more-likely-than-not willlending transactions generally do not be required to be sold prior to recovery, only the credit loss componentconstitute a sale of the impairment is recognized in earnings, whileunderlying securities for accounting purposes, and so are treated as collateralized financing transactions when the resttransaction involves the exchange of the fair value loss is recognized in Accumulated Other Comprehensive Income (AOCI). The credit loss component recognized in earnings is identified ascash. Such transactions are recorded at the amount of principal cash flows not expected to beadvanced or received over the remaining term of the security as projected using the Company's cash flow projections using its base assumptions.plus accrued interest. As a result of the adoption of the FSP, Citigroup's incomeset out in the first quarter is higher by $631 million on a pretax basis ($391 million after-tax).

        The cumulative effect of the change included an increase in the opening balance of Retained earnings at January 1, 2009 of $665 million on a pretax basis ($413 million after-tax).

        See Note 1017 to the Consolidated Financial Statements, Investments,the Company has elected to apply fair value accounting to a number of securities borrowing and lending transactions. Irrespective of whether the Company has elected fair value accounting, fees paid or received for disclosures related toall securities lending and borrowing transactions are recorded inInterest expense orInterest revenue at the Company's investment securities and OTTI.

Measurement of Fair Value in Inactive Marketscontractually specified rate.

        In April 2009,Where the FASB issued FSP FAS 157-4, "Determining Fair Value Whenconditions of ASC 210-20 are met, amounts recognized in respect of securities borrowed and securities loaned are presented net on the VolumeConsolidated Balance Sheet.

        With respect to securities borrowed or loaned, the Company pays or receives cash collateral in an amount in excess of the market value of securities borrowed or loaned. The Company monitors the market value of securities borrowed and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly." The FSP reaffirms that fair value is the price that would beloaned on a daily basis with additional collateral received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date under current market conditions. The FSP also reaffirms the need to use judgment in determining if a formerly active market has become inactive and in determining fair values when the market has become inactive.as necessary.

        The adoption of the FSP had no effect on the Company's Consolidated Financial Statements.

Revisions to the Earnings per Share Calculation

        In June 2008, the FASB issued FSP EITF 03-6-1, "Determining Whether Instruments GrantedAs described in Share-Based Payment Transactions Are Participating Securities." Under the FSP, unvested share-based payment awards that contain nonforfeitable rights to dividends are considered to be a separate class of common stock and included in the EPS calculation using the "two-class method." Citigroup's restricted and deferred share awards meet the definition of a participating security. In accordance with the FSP, restricted and deferred shares are now included in the basic EPS calculation.


        The following table shows the effect of adopting the FSP on Citigroup's basic and diluted EPS for 2008 and 2009:

 
 1Q08 2Q08 3Q08 4Q08 Full Year
2008
 1Q09 

Basic and Diluted Earnings per Share(1)

                   

As reported

 $(1.02)$(0.54)$(0.60)$(3.40)$(5.59) N/A 

Two-class method

 $(1.03)$(0.55)$(0.61)$(3.40)$(5.61)$(0.18)
              

N/A    Not Applicable

(1)
Diluted EPS is the same as Basic EPS for all periods presented due to the net loss available to common shareholders. Using actual diluted shares would result in anti-dilution.

Additional Disclosures for Derivative Instruments

        On January 1, 2009, the Company adopted SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities, an amendment to SFAS 133 (SFAS 161). The standard requires enhanced disclosures about derivative instruments and hedged items that are accounted for under SFAS 133 and related interpretations. No comparative information for periods prior to the effective date is required. See Note 16 to the Consolidated Financial Statements, Derivatives Activities, for disclosures relatedthe Company uses a discounted cash flow technique to the Company's hedging activities and derivative instruments. SFAS 161 had no impact on how Citigroup accounts for these instruments.

Business Combinations

        In December 2007, the FASB issued Statement No. 141(revised),Business Combinations (SFAS 141(R)), which is designed to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. The Statement replaces SFAS 141,Business Combinations. SFAS 141(R) retains the fundamental requirements in SFAS 141 that the acquisition method of accounting (which Statement 141 called the purchase method) be used for all business combinations and for an acquirer to be identified for each business combination. SFAS 141(R) also retains the guidance in SFAS 141 for identifying and recognizing intangible assets separately from goodwill. The most significant changes in SFAS 141(R) are: (1) acquisition costs and restructuring costs will now be expensed; (2) stock consideration will be measured based on the quoted market price as of the acquisition date instead of the date the deal is announced; and (3) the acquirer will record a 100% step-up to fair value for all assets and liabilities, including the minority interest portion, and goodwill is recorded as if a 100% interest was acquired.

        Citigroup adopted SFAS 141(R) on January 1, 2009, and the standard is applied prospectively.

Noncontrolling Interests in Subsidiaries

        In December 2007, the FASB issued Statement No. 160,Noncontrolling Interests in Consolidated Financial Statements (SFAS 160), which establishes standards for the accounting and reporting of noncontrolling interests in subsidiaries (previously called minority interests) in consolidated financial statements and for the loss of control of subsidiaries. Upon adoption, SFAS 160 requires that the equity interest of noncontrolling shareholders, partners, or other equity holders in subsidiaries be presented as a separate item in Citigroup's stockholders' equity, rather than as a liability. After the initial adoption, when a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary must be measured at fair value at the date of deconsolidation.

        The gain or loss on the deconsolidation of the subsidiary is measured usingdetermine the fair value of securities lending and borrowing transactions.


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Repurchase and Resale Agreements

        Securities sold under agreements to repurchase (repos) and securities purchased under agreements to resell (reverse repos) generally do not constitute a sale for accounting purposes of the remaining investment, rather thanunderlying securities, and so are treated as collateralized financing transactions. As set out in Note 17 to the previous carryingConsolidated Financial Statements, the Company has elected to apply fair value accounting to a majority of such transactions, with changes in fair value reported in earnings. Any transactions for which fair value accounting has not been elected are recorded at the amount of that retained investment.cash advanced or received plus accrued interest. Irrespective of whether the Company has elected fair value accounting, interest paid or received on all repo and reverse repo transactions is recorded inInterest expense orInterest revenue at the contractually specified rate.

        Citigroup adopted SFAS 160 on January 1, 2009. As a result, $2.392 billionWhere the conditions of noncontrolling interests was reclassified fromASC 210-20-45-11,Other liabilitiesBalance Sheet—Offsetting: Repurchase and Reverse Repurchase Agreements (formerly FASB Interpretation No. 41, "Offsetting of Amounts Related to Citigroup'sCertain Repurchase and Reverse Repurchase Agreements"), are met, repos and reverse repos are presented net on the Consolidated Balance Sheet.

        The Company's policy is to take possession of securities purchased under agreements to resell. The market value of securities to be repurchased and resold is monitored, and additional collateral is obtained where appropriate to protect against credit exposure.

        As described in Note 16 to the Consolidated Financial Statements, the Company uses a discounted cash flow technique to determine the fair value of repo and reverse repo transactions.

Stockholders' equity.Repurchase and Resale Agreements, and Securities Lending and Borrowing Agreements Accounted for as Sales

Sale with Repurchase Financing Agreements        Where certain conditions are met under ASC 860-10,

        In February 2008, theTransfers and Servicing (formerly FASB issued FASB Staff Position (FSP) FAS 140-3, "AccountingStatement No. 166,Accounting for Transfers of Financial Assets), the Company accounts for certain repurchase agreements and Repurchase Financing Transactions." This FSP provides implementationsecurities lending agreements as sales. The key distinction resulting in these agreements being accounted for as sales is a reduction in initial margin or restriction in daily maintenance margin. At March 31, 2010 and December 31, 2009, $1.3 billion and $13.0 billion of these transactions, respectively, were accounted for as sales that reduced trading account assets. Included in the December 31, 2009 amount is $5.7 billion of repurchase and securities lending agreements that were accounted for as sales in error. As of December 31, 2009, this error comprised 0.3% ofTotal assets, 0.3% ofTotal liabilities and 3.7% ofFederal funds purchased and securities loaned or sold under agreements to repurchase. The maximum error amount at any quarter end during the past three years was $9.2 billion of repurchase and securities lending agreements accounted for as sales, which comprised 0.5% of bothTotal assets andTotal liabilities, respectively, and 2.3% ofFederal funds purchased and securities loaned or sold under agreements to repurchase. There was no impact onNet income (loss) in any period. Management believes that this error was immaterial to Citigroup's financial statements during all periods at issue. Effective in the first quarter of 2010, the Company has prospectively changed the accounting for these repurchase and securities lending transactions so that the accounting reflects a secured borrowing transaction, thus conforming the accounting to the transaction terms.

Variable Interest Entities

        An entity is referred to as a variable interest entity (VIE) if it meets the criteria outlined in ASC 810,Consolidation (formerly FASB Interpretation No. 46(R),Consolidation of Variable Interest Entities (revised December 2003) (FIN 46(R)), which are: (1) the entity has equity that is insufficient to permit the entity to finance its activities without additional subordinated financial support from other parties, or (2) the entity has equity investors that cannot make significant decisions about the entity's operations or that do not absorb their proportionate share of the expected losses or receive the expected returns of the entity.

        Prior to January 1, 2010, the Company consolidated a VIE if it had a majority of the expected losses or a majority of the expected residual returns or both. As of January 1, 2010, when the Company adopted SFAS 167's amendments to the VIE consolidation guidance, onthe Company consolidates a VIE when it has both the power to direct the activities that most significantly impact the VIE's economic success and a right to receive benefits or absorb losses of the entity that could be potentially significant to the VIE.

        Along with the VIEs that are consolidated in accordance with these guidelines, the Company has variable interests in other VIEs that are not consolidated because the Company is not the primary beneficiary.These include multi-seller finance companies, certain collateralized debt obligations (CDOs), many structured finance transactions, and various investment funds.

        However, these VIEs as well as all other unconsolidated VIEs are continually monitored by the Company to determine if any events have occurred that could cause its primary beneficiary status to change. These events include:

    additional purchases or sales of variable interests by Citigroup or an unrelated third party, which cause Citigroup's overall variable interest ownership to change;

    changes in contractual arrangements in a manner that reallocates expected losses and residual returns among the variable interest holders; and

    providing support to an entity that results in an implicit variable interest.

        All other entities not deemed to be VIEs with which the Company has involvement are evaluated for consolidation under other subtopics of ASC 810 (formerly Accounting Research Bulletin (ARB) No. 51,Consolidated Financial Statements, SFAS No. 94,Consolidation of All Majority-Owned Subsidiaries, and EITF Issue No. 04-5, "Determining Whether a General Partner, or the General Partners as a Group, Controls a Limited Partnership or Similar Entity When the Limited Partners Have Certain Rights").

Securitizations

        The Company primarily securitizes credit card receivables and mortgages. Other types of securitized assets include corporate debt instruments (in cash and synthetic form) and student loans.

        There are two key accounting determinations that must be made relating to securitizations. In cases where the Company originated or owned the financial assets transferred to the securitization entity, it determines whether that transfer is considered a security transfersale under U.S. Generally Accepted Accounting Principles (GAAP). If it is a sale, the transferred assets are


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removed from the Company's Consolidated Balance Sheet with a contemporaneous repurchasegain or loss recognized. Alternatively, if the Company determines that the transfer is a financing involvingrather than a sale, the assets remain on the Company's Consolidated Balance Sheet with an offsetting liability recognized in the amount of proceeds received.

        In addition, the Company determines whether the securitization entity would be included in its Consolidated Financial Statements. If the securitization entity is a VIE, the Company consolidates the VIE if it is the primary beneficiary.

        For all other securitization entities determined not to be VIEs in which Citigroup participates, a consolidation decision is made by evaluating several factors, including how much of the entity's ownership is in the hands of third-party investors, who controls the securitization entity, and who reaps the rewards and bears the risks of the entity. Only securitization entities controlled by Citigroup are consolidated.

        As of January 1, 2010, upon adoption of SFAS 166/167, Citi first makes a determination as to whether the securitization entity would be consolidated. Second, it determines whether the transfer of financial assets is considered a sale under GAAP. Furthermore, former qualifying special purpose entities (QSPEs) are now considered VIEs and are no longer exempt from consolidation. The Company consolidates VIEs when it has both: (1) power to direct activities of the VIE that most significantly impact the entity's economic performance and (2) an obligation to absorb losses or right to receive benefits from the entity that could potentially be significant to the VIE.

        Interests in the securitized and sold assets may be retained in the form of subordinated interest-only strips, subordinated tranches, spread accounts, and servicing rights. In credit card securitizations, the Company retains a seller's interest in the credit card receivables transferred to the trusts, which is not in securitized form. Prior to January 1, 2010, when the securitization trusts were consolidated, the seller's interest was carried on a historical cost basis and classified asConsumer loans. Retained interests in securitized mortgage loans and student loans were classified asTrading account assets, as were a majority of the retained interests in securitized credit card receivables.

Transfers of Financial Assets

        For a transfer of financial assets to be considered a sale: the assets must have been isolated from the Company, even in bankruptcy or other receivership; the purchaser must have the right to sell the assets transferred or, if the purchaser is an entity whose sole purpose is to engage in securitization and asset-backed financing activities and that entity is constrained from pledging the assets it receives, each beneficial interest holder must have the right to sell the assets (prior to January 1 2010, the entity had to be a QSPE); and the Company may not have an option or any obligation to reacquire the assets. If these sale requirements are met, the assets are removed from the Company's Consolidated Balance Sheet. If the conditions for sale are not met, the transfer is considered to be a secured borrowing, the assets remain on the Consolidated Balance Sheet, and the sale proceeds are recognized as the Company's liability. A legal opinion on a sale is generally obtained for complex transactions or where the Company has continuing involvement with assets transferred or with the securitization entity. For a transfer to be eligible for sale accounting, those opinions must state that the asset transfer is considered a sale and that the assets transferred would not be consolidated with the Company's Other assets in the event of the Company's insolvency.

        For a transfer of a portion of a financial asset to be considered a sale, the portion transferred must meet the definition of a participating interest. A participating interest must represent a pro rata ownership in an entire financial asset; all cash flows must be divided proportionally, with the same priority of payment; no participating interest in the transferred asset may be subordinated to the interest of another participating interest holder; and no party may have the right to pledge or exchange the entire financial asset mustunless all participating interest holders agree. Otherwise, the transfer is accounted for as a secured borrowing.

        See Note 14 to the Consolidated Financial Statements for further discussion.


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ACCOUNTING CHANGES

Additional Disclosures Regarding Fair Value Measurements

        In January 2010, the FASB issued ASU 2010-06,Improving Disclosures about Fair Value Measurements. The ASU requires disclosing the amounts of significant transfers in and out of Level 1 and 2 of the fair value hierarchy and describing the reasons for the transfers. The disclosures are effective for reporting periods beginning after December 15, 2009. The Company adopted ASU 2010-06 as of January 1, 2010. The required disclosures are included in Note 16. Additionally, disclosures of the gross purchases, sales, issuances and settlements activity in the Level 3 of the fair value measurement hierarchy will be evaluatedrequired for fiscal years beginning after December 15, 2010.

Elimination of QSPEs and Changes in the Consolidation Model for Variable Interest Entities

        In June 2009, the FASB issued SFAS No. 166,Accounting for Transfers of Financial Assets, an amendment of FASB Statement No. 140 (SFAS 166, now incorporated into ASC Topic 860) and SFAS No. 167,Amendments to FASB Interpretation No. 46(R) (SFAS 167, now incorporated into ASC Topic 810). Citigroup adopted both standards on January 1, 2010. Citigroup has elected to apply SFAS 166 and SFAS 167 prospectively. Accordingly, prior periods have not been restated.

        SFAS 166 eliminates QSPEs. SFAS 167 details three key changes to the consolidation model. First, former QSPEs are now included in the scope of SFAS 167. In addition, the FASB has changed the method of analyzing which party to a VIE should consolidate the VIE (known as one linked transactionthe primary beneficiary) to a qualitative determination of which party to the VIE has "power" combined with potentially significant benefits or two separate de-linked transactions.losses, instead of the previous quantitative risks and rewards model. The party that has "power" has the ability to direct the activities of the VIE that most significantly impact the VIE's economic performance. Finally, the new standard requires that the primary beneficiary analysis be re-evaluated whenever circumstances change. The previous rules required reconsideration of the primary beneficiary only when specified reconsideration events occurred.

        As a result of implementing these new accounting standards, Citigroup consolidated certain of the VIEs and former QSPEs with which it currently has involvement. Further, certain asset transfers, including transfers of portions of assets, that would have been considered sales under SFAS 140, are considered secured borrowings under the new standards.

        In accordance with SFAS 167, Citigroup employed three approaches for newly consolidating certain VIEs and former QSPEs as of January 1, 2010. The first approach requires initially measuring the assets, liabilities, and noncontrolling interests of the VIEs and former QSPEs at their carrying values (the amounts at which the assets, liabilities, and noncontrolling interests would have been carried in the Consolidated Financial Statements, if Citigroup had always consolidated these VIEs and former QSPEs). The second approach measures assets at their unpaid principal amount, and is applied where using carrying values is not practicable. The third approach is to elect the fair value option, in which all of the financial assets and liabilities of certain designated VIEs and former QSPEs are recorded at fair value upon adoption of SFAS 167 and continue to be marked to market thereafter, with changes in fair value reported in earnings.

        Citigroup consolidated all required VIEs and former QSPEs, as of January 1, 2010 at carrying values or unpaid principal amounts, except for certain private label residential mortgage and mutual fund deferred sales commissions VIEs, for which the fair value option was elected. The following tables present the impact of adopting these new accounting standards applying these approaches.

        The FSP requiresincremental impact of these changes on GAAP assets and resulting risk-weighted assets for those VIEs and former QSPEs that were consolidated or deconsolidated for accounting purposes as of January 1, 2010 was as follows:

 
 Incremental 
In billions of dollars GAAP
assets
 Risk-
weighted
assets(3)
 

Impact of consolidation

       

Credit cards

 $86.3 $0.8 

Commercial paper conduits

  28.3  13.0 

Student loans

  13.6  3.7 

Private label consumer mortgages

  4.4  1.3 

Municipal tender option bonds

  0.6  0.1 

Collateralized loan obligations

  0.5  0.5 

Mutual fund deferred sales commissions

  0.5  0.5 
      
 

Subtotal

 $134.2 $19.9 
      

Impact of deconsolidation

       

Collateralized debt obligations(1)

 $1.9 $3.6 

Equity-linked notes(2)

  1.2  0.5 
      

Total

 $137.3 $24.0 
      

(1)
The implementation of SFAS 167 resulted in the deconsolidation of certain synthetic and cash collateralized debt obligation (CDO) VIEs that were previously consolidated under the requirements of ASC 810 (FIN 46(R)). Upon deconsolidation of these synthetic CDOs, Citigroup's Consolidated Balance Sheet reflects the recognition of current receivables and payables related to purchased and written credit default swaps entered into with these VIEs, which had previously been eliminated in consolidation. The deconsolidation of certain cash CDOs has a minimal impact on GAAP assets, but causes a sizable increase in risk-weighted assets. The impact on risk-weighted assets results from replacing, in Citigroup's trading account, largely investment grade securities owned by these VIEs when consolidated, with Citigroup's holdings of non-investment grade or unrated securities issued by these VIEs when deconsolidated.

(2)
Certain equity-linked note client intermediation transactions that had previously been consolidated under the transferrequirements of ASC 810 (FIN 46 (R)) because Citigroup had repurchased and held a majority of the notes issued by the VIE were deconsolidated with the implementation of SFAS 167, because Citigroup does not have the power to direct the activities of the VIE that most significantly impact the VIE's economic performance. Upon deconsolidation, Citigroup's Consolidated Balance Sheet reflects both the equity-linked notes issued by the VIEs and held by Citigroup as trading assets, as well as related trading liabilities in the form of prepaid equity derivatives. These trading assets and trading liabilities were formerly eliminated in consolidation.

(3)
The net increase in risk-weighted assets (RWA) was $10 billion, principally reflecting the deduction from gross RWA of $13 billion of loan loss reserves (LLR) recognized from the adoption of SFAS 166/167, which exceeded the 1.25% limitation on LLRs includable in Tier 2 Capital.

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        The following table reflects the incremental impact of adopting SFAS 166/167 on Citigroup's GAAP assets, liabilities, and stockholders' equity.

In billions of dollars January 1,
2010
 

Assets

    

Trading account assets

 $(9.9)

Investments

  (0.6)

Loans

  159.4 
 

Allowance for loan losses

  (13.4)

Other assets

  1.8 
    

Total assets

 $137.3 
    

Liabilities

    

Short-term borrowings

 $58.3 

Long-term debt

  86.1 

Other liabilities

  1.3 
    

Total liabilities

 $145.7 
    

Stockholders' equity

    

Retained earnings

 $(8.4)
    

Total stockholders' equity

  (8.4)
    

Total liabilities and stockholders' equity

 $137.3 
    

        The preceding tables reflect: (i) the portion of the assets of former QSPEs to which Citigroup, acting as principal, had transferred assets and received sales treatment prior to January 1, 2010 (totaling approximately $712.0 billion), and (ii) the assets of significant VIEs as of January 1, 2010 with which Citigroup is involved (totaling approximately $219.2 billion) that were previously unconsolidated and are required to be consolidated under the new accounting standards. Due to the variety of transaction structures and the repurchase agreementlevel of Citigroup involvement in individual former QSPEs and VIEs, only a portion of the former QSPEs and VIEs with which the Company is involved were required to be consolidated.

        In addition, the cumulative effect of adopting these new accounting standards as one linked transaction, unless all of January 1, 2010 resulted in an aggregate after-tax charge toRetained earnings of $8.4 billion, reflecting the net effect of an overall pretax charge toRetained earnings (primarily relating to the establishment of loan loss reserves and the reversal of residual interests held) of $13.4 billion and the recognition of related deferred tax assets amounting to $5.0 billion.

        The impact on certain of Citigroup's regulatory capital ratios of adopting these new accounting standards, reflecting immediate implementation of the recently issued final risk-based capital rules regarding SFAS 166/167, was as follows:


As of January 1, 2010

Impact

Tier 1 Capital

(141) bps

Total Capital

(142) bps

Non-consolidation of Certain Investment Funds

        The FASB issued Accounting Standards Update No. 2010-10,Consolidation (Topic 810), Amendments for Certain Investment Funds (ASU 2010-10) in the first quarter of 2010. ASU 2010-10 provides a deferral to the requirements of SFAS 167 where the following criteria are met:

    (1) the initial transfer and the repurchase financing
    The entity being evaluated for consolidation is an investment company, as defined, or an entity for which it is acceptable based on industry practice to apply measurement principles that are consistent with an investment company;

    (2)
    The reporting enterprise does not contractually contingent on one another; (2) the initial transferor has full recourse upon default, and the repurchase agreement's price is fixed and not at fair value; (3) the financial asset is readily obtainable in the marketplace and the transfer and repurchase financing are executed at market rates; and (4) the maturityhave an explicit or implicit obligation to fund losses of the repurchaseentity that could potentially be significant to the entity; and

    (3)
    The entity being evaluated for consolidation is not:

      A securitization entity;

      An asset-backed financing is before the maturityentity;

      An entity that was formerly considered a qualifying special-purpose entity.

The Company has determined that a majority of the financial asset. The scopeinvestment vehicles managed by Citigroup are provided a deferral from the requirements of this FSP is limitedSFAS 167, because they meet these criteria. These vehicles continue to transfers and subsequent repurchase financingsbe evaluated under the requirements of ASC 810-10, prior to the implementation of SFAS 167 (FIN 46(R)).

        Where the Company has determined that certain investment vehicles are entered into contemporaneously or in contemplationsubject to the consolidation requirements of one another. Citigroup adoptedSFAS 167, the FSP on January 1, 2009. The impactconsolidation conclusions reached upon initial application of adopting this FSP was not material.SFAS 167 are consistent with the consolidation conclusions reached under the requirements of ASC 810-10, prior to the implementation of SFAS 167.


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Investments in Certain Entities that Calculate Net Asset Value per Share

        As of December 31, 2009, the Company adopted Accounting Standards Update (ASU) No. 2009-12,Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent), which provides guidance on measuring the fair value of certain alternative investments. The following accounting pronouncements became effective for CitigroupASU permits entities to use net asset value as a practical expedient to measure the fair value of their investments in certain investment funds. The ASU also requires additional disclosures regarding the nature and risks of such investments and provides guidance on January 1, 2009. The impactthe classification of adopting these pronouncementssuch investments as Level 2 or Level 3 of the fair value hierarchy. This ASU did not have a material impact on Citigroup's Consolidated Financial Statements.

Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity's Own Stock

        EITF Issue 07-5, "Determining Whether an Instrument (or Embedded Feature) Is Indexed to an Entity's Own Stock."

Transition Guidancethe Company's accounting for Conforming Changes to Issue No. 98-5its investments in alternative investment funds.

        EITF Issue 08-4, "Transition Guidance for Conforming Changes to Issue No. 98-5."

Equity Method Investment Accounting Considerations

        EITF Issue 08-6, "Equity Method Investment Accounting Considerations."

Accounting for Defensive Intangible Assets

        EITF Issue 08-7, "Accounting for Defensive Intangible Assets."

Determination of the Useful Life of Intangible Assets

        FSP FAS 142-3 "Determination of the Useful Life of Intangible Assets."

FUTURE APPLICATIONAPPLICATIONS OF ACCOUNTING STANDARDS

Interim Disclosures about Fair Value of Financial InstrumentsChange in Accounting for Embedded Credit Derivatives

        In April 2009,March 2010, the FASB issued FSP FAS 107-1ASU 2010-11,Scope Exception Related to Embedded Credit Derivatives. The ASU clarifies that certain embedded derivatives, such as those contained in certain securitizations, CDOs and APB 28-1, "Interim Disclosures about Fair Value of Financial Instruments."structured notes, should be considered embedded credit derivatives subject to potential bifurcation and separate fair value accounting. The FSP requires disclosing qualitative and quantitative information aboutASU allows any beneficial interest issued by a securitization vehicle to be accounted for under the fair value of all financial instruments on a quarterly basis, including methods and significant assumptions usedoption at transition. At transition, the Company may elect to estimate fair value during the period. These disclosures were previously only done annually.reclassify various debt securities (on an instrument-by-instrument basis) from held-to-maturity (HTM) or available-for-sale (AFS) to trading. The disclosures required by the FSPnew rules are effective forJuly 1, 2010. The Company is currently analyzing the quarter ending June 30, 2009. The FSP has no effect on how Citigroup accounts for these instruments.

Fair Value Disclosures about Pension Plan Assets

        In December 2008, the FASB issued FSP FAS 132(R)-1, "Employers' Disclosures about Postretirement Benefit Plan Assets." This FSP requires that information about plan assets be disclosed, on an annual basis, based on the fair value disclosure requirements of SFAS 157. Citigroup will be required to separate plan assets into the three fair value hierarchy levels and provide a rollforwardimpact of the changes in fair valueto determine the population of plan assets classified as Level 3. The disclosures about plan assets required by this FSP are effective for fiscal years ending after December 15, 2009. This FSP will have no effect on the Company's accounting for plan benefits and obligations.instruments that may be reclassified to trading upon adoption.

Loss-Contingency Disclosures

        In June 2008, the FASB issued an exposure draft proposing expanded disclosures regarding loss contingencies accounted for under FASB Statement No. 5,Accounting for Contingencies, and SFAS 141(R).contingencies. This proposal increases the number of loss contingencies subject to disclosure and requires substantial quantitative and qualitative information to be provided about those loss contingencies. The proposed effective date is December 31, 2009, butproposal will have no effectimpact on the Company's accounting for loss contingencies.


Elimination of QSPEs and Changes in the FIN 46(R) Consolidation Model

        The FASB has issued an exposure draft of a proposed standard that would eliminate Qualifying Special Purpose Entities (QSPEs) from the guidance in SFAS 140,Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. While the proposed standard has not been finalized, if it is issued in its current form, this change may have a significant impact on Citigroup's Consolidated Financial Statements as the Company may lose sales treatment for certain assets previously sold to a QSPE, as well as for certain future sales, and for certain transfers of portions of assets that do not meet the proposed definition of participating interests. This proposed revision could become effective in January 2010 and should this occur, these QSPEs will then become subject to review under FIN 46(R).

        In connection with the proposed changes to SFAS 140, the FASB has also issued a separate exposure draft of a proposed standard that details three key changes to the consolidation model in FASB Interpretation No. 46 (Revised December 2003), "Consolidation of Variable Interest Entities" (FIN 46(R)). First, the FASB will now include former QSPEs in the scope of FIN 46(R). In addition, the FASB supports amending FIN 46(R) to change the method of analyzing which party to a variable interest entity (VIE) should consolidate the VIE (the primary beneficiary) to that of a qualitative determination of power combined with benefits and losses instead of the current risks and rewards model. Finally, the proposed standard requires that the analysis of primary beneficiaries be reevaluated whenever circumstances change. The existing rules require reconsideration only when specified reconsideration events occur.

        FASB is currently redeliberating these proposed standards; therefore, they are still subject to change. Since QSPEs will likely be eliminated from SFAS 140 and thus become subject to FIN 46(R) consolidation guidance, and since FIN 46(R)'s method of determining which party must consolidate a VIE will likely change, we expect to consolidate only certain of the VIEs and QSPEs with which Citigroup is involved.

        The Company's estimate of the incremental impact of adopting these changes on Citigroup's Consolidated Balance Sheet and risk-weighted assets, based on March 31, 2009 balances, reflecting Citigroup's understanding of the proposed changes to the standards and a proposed January 1, 2010 effective date is presented below. The actual impact of adopting the amended standards as of January 1, 2010 could materially differ.

        The pro forma impact of the proposed changes on GAAP assets and resulting risk-weighted assets for those entities we estimate would likely require consolidation under the proposed rules, and assuming application of existing risk-based capital rules, at January 1, 2010 (based on the balances at March 31, 2009) would result in the recognition of incremental assets as follows:

 
 Incremental 
In billions of dollars GAAP
assets
 Risk-
weighted
assets(1)
 

Credit cards

 $90.5 $1.3 

Commercial paper conduits

  50.3   

Private label consumer mortgages

  4.1  2.5 

Student loans

  14.2  3.8 

Muni bonds

  4.8  1.6 

Mutual fund deferred sales commission securitization

  0.8  0.6 

Investment funds

  1.1  1.1 
      

Total

 $165.8 $10.9 
      

(1)
As of March 31, 2009, approximately $82 billion of incremental risk-weighted assets associated with Citigroup's primary credit card securitization vehicles were included in its risk-based capital ratios, as a result of having taken certain actions in support of these off-balance sheet vehicles. See Note 15 to the Consolidated Financial Statements.

        The table reflects (i) the estimated portion of the assets of QSPEs to which Citigroup, acting as principal, has transferred assets and received sales treatment as of March 31, 2009 (totaling approximately $767.7 billion), and (ii) the estimated assets of significant unconsolidated VIEs as of March 31, 2009 with which Citigroup is involved (totaling approximately $264.3 billion) that would be consolidated under the proposal. Due to the variety of transaction structures and level of the Company's involvement in individual QSPEs and VIEs, only a subset of the QSPEs and VIEs with which the Company is involved are expected to be consolidated under the proposed change.

Investment Company Audit Guide (SOP 07-1)

        In July 2007, the AICPA issued Statement of Position 07-1, "Clarification of the Scope of the Audit and Accounting Guide for Investment Companies and Accounting by Parent Companies and Equity Method Investors for Investments in Investment Companies" (SOP 07-1) (now incorporated into ASC 946-10,Financial Services-Investment Companies), which was expected to be effective for fiscal years beginning on or after December 15, 2007. However, in February 2008, the FASB delayed the effective date indefinitely by issuing an FSP SOP 07-1-1, "Effective Date of AICPA Statement of Position 07-1." SOP 07-1This statement sets forth more stringent criteria for qualifying as an investment company than does the predecessor Audit Guide. In addition, SOP 07-1ASC 946-10 (SOP 07-1) establishes new criteria for a parent company or equity method investor to retain investment company accounting in their consolidated financial statements. Investment companies record all their investments at fair value with changes in value reflected in earnings. The Company is


currently evaluating the potential impact of adopting SOP 07-1.the SOP.


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2.    DISCONTINUED OPERATIONS

Sale of Nikko Cordial

        On October 1, 2009, the Company announced the successful completion of the sale of Nikko Cordial Securities to Sumitomo Mitsui Banking Corporation. The transaction had a total cash value to Citi of 776 billion yen (US$8.7 billion at an exchange rate of 89.60 yen to US$1.00 as of September 30, 2009). The cash value is composed of the purchase price for the transferred business of 545 billion yen, the purchase price for certain Japanese-listed equity securities held by Nikko Cordial Securities of 30 billion yen, and 201 billion yen of excess cash derived through the repayment of outstanding indebtedness to Citi. After considering the impact of foreign exchange hedges of the proceeds of the transaction, the sale resulted in an immaterial gain in 2009. A total of about 7,800 employees are included in the transaction.

        The Nikko Cordial operations had total assets and total liabilities of approximately $24 billion and $16 billion, respectively, at the time of sale, which were reflected in Citi Holdings prior to the sale.

        Results for all of the Nikko Cordial businesses sold are reported asDiscontinued operations for all periods presented.

        Summarized financial information forDiscontinued operations, including cash flows, related to the sale of Nikko Cordial is as follows:

 
 Three Months
Ended March 31,
 
In millions of dollars 2010 2009 

Total revenues, net of interest expense

 $92 $268 
      

Loss from discontinued operations

 $(7)$(134)

Gain on sale

  94   

Benefit for income taxes and noncontrolling interest, net of taxes

  (122) (50)
      

Income (loss) from discontinued operations, net of taxes

 $209 $(84)
      


 
 Three Months
Ended March 31,
 
In millions of dollars 2010 2009 

Cash flows from operating activities

 $(133)$(1,184)

Cash flows from investing activities

  185  1,239 

Cash flows from financing activities

     
      

Net cash provided by discontinued operations

 $52 $55 
      

Sale of Citigroup's German Retail Banking Operations

        On December 5, 2008, Citigroup sold its German retail banking operations to Credit Mutuel for Euro 5.2 billion Euros in cash plus the German retail bank's operating net earnings accrued in 2008 through the closing. The sale resulted in an after-tax gain of approximately $3.9 billion including the after-tax gain on the foreign currency hedge of $383 million recognized during the fourth quarter of 2008.

        The sale did not include the corporate and investment banking business or the Germany-based European data center.

Results for all of the German retail banking businesses sold are reported asDiscontinued operations for all periods presented.

        Summarized financial information forDiscontinued operations, including cash flows, related to the sale of the German retail banking operations is as follows:

 
 Three Months Ended March 31, 
In millions of dollars 2009 2008 

Total revenues, net of interest expense

 $6 $579 
      

Income (loss) from discontinued operations

 $(19)$159 

Gain on sale(1)

  (41)  

Provision for income taxes and minority interest, net of taxes

    56 
      

Income (loss) from discontinued operations, net of taxes

 $(60)$103 
      


(1)
First quarter 2009 activity represents transactions related to a transitional service agreement between Citigroup and Credit Mutuel as well as adjustments against the gain on sale for the final settlement which occurred in April 2009.
 
 Three Months
Ended March 31,
 
In millions of dollars 2009 2008 

Cash flows from operating activities

 $19 $(818)

Cash flows from investing activities

  (10) (975)

Cash flows from financing activities

  (9) 1,627 
      

Net cash provided by (used in) discontinued operations

 $ $(166)
      
 
 Three Months
Ended March 31,
 
In millions of dollars 2010 2009 

Total revenues, net of interest expense

 $21 $6 
      

Income (loss) from discontinued operations

 $3 $(19)

Loss on sale

    (41)

Provision (benefit) for income taxes and noncontrolling interest, net of taxes

  1  (7)
      

Income (loss) from discontinued operations, net of taxes

 $2 $(53)
      


 
 Three Months
Ended March 31,
 
In millions of dollars 2010 2009 

Cash flows from operating activities

 $(2)$19 

Cash flows from investing activities

  1  (10)

Cash flows from financing activities

  1  (9)
      

Net cash provided by (used in) discontinued operations

 $ $ 
      

CitiCapital

        On July 31, 2008, Citigroup sold substantially all of CitiCapital, the equipment finance unit inNorth America. The total proceeds from the transaction were approximately $12.5 billion and resulted in an after-tax loss to Citigroup of $305 million. This loss is included inIncome from discontinued operations on the Company's Consolidated Statement of Income for the second quarter of 2008.

        Results for all of the CitiCapital businesses sold are reported asDiscontinued operations for all periods presented.

        Summarized financial information forDiscontinued operations, including cash flows, related to the sale of CitiCapital is as follows:

 
 Three Months Ended March 31, 
In millions of dollars 2009 2008 

Total revenues, net of interest expense

 $9 $199 
      

Income from discontinued operations(1)

 $1 $4 

Benefit for income taxes and minority interest, net of taxes

  (7) (8)
      

Income from discontinued operations, net of taxes

 $8 $12 
      


(1)
The $1 million in income from discontinued operations for the first quarter
 
 Three Months
Ended March 31,
 
In millions of dollars 2010 2009 

Total revenues, net of interest expense

 $4 $9 
      

Income (loss) from discontinued operations

 $(1)$1 

Gain (loss) on sale

     

(Benefit) for income taxes and noncontrolling interest, net of taxes

  (1)  
      

Income from discontinued operations, net of taxes

 $ $1 
      



Three Months
Ended March 31,
In millions of dollars20102009

Cash flows from operating activities

$$

Cash flows from investing activities

Cash flows from financing activities

Net cash provided by (used in) discontinued operations

$$

Table of 2009 relates to a transitional service agreement.

Contents

Combined Results for Discontinued Operations

        The following is summarized financial information for the Nikko Cordial business, German retail banking operations and CitiCapital business. Additionally, contingency consideration payments received during the first quarter of 2009 of $29 million pretax ($19 million after tax)after-tax) related to the sale of Citigroup's Asset Management business, which was sold in December 2005, is also included in these balances.

 
 Three Months Ended March 31, 
In millions of dollars 2009 2008 

Total revenues, net of interest expense

 $15 $778 
      

Income (loss) from discontinued operations

 $(18)$163 

Gain on sale

  (12)  

Provision (benefit) for income taxes and minority interest, net of taxes

  3  48 
      

Income from discontinued operations, net of taxes

 $(33)$115 
      

 
 Three Months
Ended March 31,
 
In millions of dollars 2010 2009 

Total revenues, net of interest expense

 $117 $283 
      

(Loss) from discontinued operations

 $(5)$(152)

Gain (loss) on sale

  94  (12)

(Benefit) for income taxes and noncontrolling interest, net of taxes

  (122) (47)
      

Loss from discontinued operations, net of taxes

 $211 $(117)
      

Cash Flowsflows from Discontinued Operationsdiscontinued operations

 
 Three Months Ended March 31 
In millions of dollars 2009 2008 

Cash flows from operating activities

 $19 $(961)

Cash flows from investing activities

  19  (800)

Cash flows from financing activities

  (9) 1,596 
      

Net cash provided by (used in) discontinued operations

 $29 $(165)
      

 
 Three Months
Ended March 31,
 
In millions of dollars 2010 2009 

Cash flows from operating activities

 $(135)$(1,165)

Cash flows from investing activities

  186  1,258 

Cash flows from financing activities

  1  (9)
      

Net cash provided by discontinued operations

 $52 $84 
      

Table of Contents


3.    BUSINESS SEGMENTS

        The following table presents certain information regarding the Company's operations by segment:

 
 Revenues, net
of interest expense
 Provision (benefit)
for income taxes
 Income (loss) from
continuing operations(1)
 Identifiable assets 
 
 First Quarter  
  
 
In millions of dollars, except
identifiable assets in billions
 Mar. 31,
2009
 Dec. 31,
2008(2)
 
 2009 2008(2) 2009 2008(2) 2009 2008(2) 

Global Cards

 $5,765 $6,379 $58 $664 $417 $1,226 $102 $114 

Consumer Banking

  6,402  7,791  (1,126) (215) (1,226) 52  473  496 

Institutional Clients Group

  9,507  (4,958) 841  (4,832) 2,833  (6,357) 949  1,003 

Global Wealth Management

  2,619  3,279  145  159  261  294  91  99 

Corporate/Other

  496  (50) 867  285  (675) (462) 208  226 
                  

Total

 $24,789 $12,441 $785 $(3,939)$1,610 $(5,247)$1,823 $1,938 
                  

 
 Revenues, net
of interest expense(1)
 Provision (benefit)
for income taxes
 Income (loss) from
continuing operations(1)(2)
 Identifiable assets 
 
 Three Months Ended March 31,  
  
 
In millions of dollars, except
identifiable assets in billions
 Mar. 31,
2010
 Dec. 31,
2009
 
 2010 2009 2010 2009 2010 2009 

Regional Consumer Banking

 $8,082 $6,353 $227 $156 $1,014 $791 $313 $257 

Institutional Clients Group

  10,440  14,574  1,830  3,218  4,147  7,040  923  882 
                  
 

Subtotal Citicorp

 $18,522 $20,927 $2,057 $3,374 $5,161 $7,831 $1,236 $1,139 

Citi Holdings

  6,550  3,094  (946) (3,588) (876) (5,485) 503  487 

Corporate/Other

  349  500  (75) 1,049  (36) (652) 263  231 
                  

Total

 $25,421 $24,521 $1,036 $835 $4,249 $1,694 $2,002 $1,857 
                  

(1)
Includes Citicorp total revenues, net of interest expense, inNorth America of $3.8 billion and $2.5 billion; inEMEA of $405 million and $360 million; inLatin America of $2.1 billion and $1.9 billion; and inAsia of $1.8 billion and $1.6 billion for the three months ended March 31, 2010 and 2009, respectively. Regional numbers exclude Citi Holdings and Corporate/Other, which largely operate within the U.S.

(2)
Includes pretax provisions (credits) for credit losses and for benefits and claims in theGlobal Cards results of $3.1 billion and $1.9 billion; in theRegional Consumer Banking results of $5.2$2.9 billion and $3.6$1.9 billion; in theICG results of $1.9 billion$(85) million and $297$421 million; and in theGWM Citi Holdings results of $112 million$5.8 billion and $21 million$8.0 billion for the first quartersthree months ended March 31, 2010 and 2009, respectively.

Table of 2009 and 2008, respectively.
Contents


(2)
Reclassified to conform to the current period's presentation.

4.    INTEREST REVENUE AND EXPENSE

        For the three months ended March 31, 20092010 and 2008,2009, respectively, interest revenue and expense consisted of the following:

 
 Three Months Ended March 31, 
In millions of dollars 2009 2008 

Interest revenue

       

Loan interest, including fees

 $12,855 $16,414 

Deposits at interest with banks

  432  784 

Federal funds sold and securities borrowed or purchased under agreements to resell

  888  3,172 

Investments, including dividends

  3,176  2,687 

Trading account assets(1)

  2,958  4,799 

Other interest

  300  1,334 
      

Total interest revenue

 $20,609 $29,190 
      

Interest expense

       

Deposits

 $2,848 $6,194 

Federal funds purchased and securities loaned or sold under agreements to repurchase

  1,119  3,903 

Trading account liabilities(1)

  113  333 

Short-term borrowings

  497  1,381 

Long-term debt

  3,134  4,311 
      

Total interest expense

 $7,711 $16,122 
      

Net interest revenue

 $12,898 $13,068 

Provision for loan losses

  9,915  5,577 
      

Net interest revenue after provision for loan losses

 $2,983 $7,491 
      

 
 Three Months
Ended March 31,
 
In millions of dollars 2010 2009 

Interest revenue

       

Loan interest, including fees

 $14,673 $12,855 

Deposits with banks

  290  436 

Federal funds sold and securities purchased under agreements to resell

  752  885 

Investments, including dividends

  3,109  3,176 

Trading account assets(1)

  1,872  2,951 

Other interest

  156  280 
      

Total interest revenue

 $20,852 $20,583 
      

Interest expense

       

Deposits(2)

 $2,080 $2,848 

Federal funds purchased and securities loaned or sold under agreements to repurchase

  654  1,104 

Trading account liabilities(1)

  63  108 

Short-term borrowings

  276  463 

Long-term debt

  3,218  3,134 
      

Total interest expense

 $6,291 $7,657 
      

Net interest revenue

 $14,561 $12,926 

Provision for loan losses

  8,366  9,915 
      

Net interest revenue after provision for loan losses

 $6,195 $3,011 
      

(1)
Interest expense onTrading account liabilities ofICG is reported as a reduction of interest revenue fromTrading account assets.

(2)
Includes FDIC deposit insurance fees and charges of $223 million and $299 million for the three months ended ended March 31, 2010 and March 31, 2009, respectively.


5.    COMMISSIONS AND FEES

        Commissions and fees revenue includes charges to customers for credit and bank cards, including transaction-processing fees and annual fees; advisory and equity and debt underwriting services; lending and deposit-related transactions, such as loan commitments, standby letters of credit and other deposit and loan servicing activities; investment management-related fees, including brokerage services and custody and trust services; and insurance fees and commissions.

        The following table presents commissions and fees revenue for the three months ended March 31, 2009 and 2008:31:

In millions of dollars 2009 2008(1) 

Credit cards and bank cards

 $977 $1,204 

Investment banking

  814  795 

Smith Barney

  515  763 

ICG trading-related

  347  702 

Other Consumer

  241  311 

Transaction services

  316  353 

Checking-related

  264  290 

Nikko Cordial-related(2)

  181  300 

OtherICG

  150  130 

Primerica

  73  110 

Loan servicing(3)

  196  (284)

Corporate finance(4)

  250  (3,111)

Other

  2  13 
      

Total commissions and fees

 $4,326 $1,576 
      

 
 Three Months
Ended March 31,
 
In millions of dollars 2010 2009 

Credit cards and bank cards

 $965 $977 

Investment banking

  845  814 

Smith Barney

    515 

ICG trading-related

  453  347 

Transaction services

  347  316 

Other consumer

  331  241 

Checking-related

  273  264 

OtherICG

  172  150 

Primerica

  91  73 

Loan servicing(1)

  254  196 

Corporate finance

  96  250 

Other

  (67) 25 
      

Total commissions and fees

 $3,760 $4,168 
      

(1)
Reclassified to conform to the current period's presentation.

(2)
Commissions and fees for Nikko Cordial have not been detailed due to unavailability of the information.

(3)
Includes fair value adjustments on mortgage servicing assets. The mark-to-market on the underlying economic hedges of the MSRs is included inOther revenue.

(4)
Includes write-downs recorded in the first quarter of 2008 of approximately $3.1 billion, net of underwriting fees on funded and unfunded highly leveraged finance commitments. Write-downs were recorded on all highly leveraged finance commitments where there was value impairment, regardless of funding date.

Table of Contents


6.    PRINCIPAL TRANSACTIONS

        Principal transactions revenue consists of realized and unrealized gains and losses from trading activities. Trading activities include revenues from fixed income, equities, credit and commodities products, as well as foreign exchange transactions. Not included in the table below is the impact of net interest revenue related to trading activities, which is an integral part of trading activities' profitability. The following tables present principal transactions revenue for the three months ended March 31:

 
 Three Months
Ended March 31,
 
In millions of dollars 2010 2009 

Regional Consumer Banking

 $134 $233 

Institutional Clients Group

  3,344  6,950 
      
 

Subtotal Citicorp

 $3,478 $7,183 

Local Consumer Lending

  (201) 340 

Brokerage and Asset Management

  (26) (17)

Special Asset Pool

  1,147  (4,042)
      
 

Subtotal Citi Holdings

 $920 $(3,719)

Corporate/Other

  (347) 206 
      

Total Citigroup

 $4,051 $3,670 
      


 
 Three Months
Ended March 31,
 
In millions of dollars 2010 2009 

Interest rate contracts(1)

 $1,309 $4,597 

Foreign exchange contracts(2)

  241  1,006 

Equity contracts(3)

  565  1,078 

Commodity and other contracts(4)

  109  697 

Credit derivatives(5)

  1,827  (3,708)
      

Total Citigroup

 $4,051 $3,670 
      

(1)
Includes revenues from government securities and corporate debt, municipal securities, preferred stock, mortgage securities, and other debt instruments. Also includes options on fixed income securities, interest rate swaps, swap options, caps and floors, financial futures, OTC options, and forward contracts on fixed income securities.

(2)
Includes revenues from foreign exchange spot, forward, option and swap contracts, as well as translation gains and losses.

(3)
Includes revenues from common, preferred and convertible preferred stock, convertible corporate debt, equity-linked notes, and exchange-traded and OTC equity options and warrants.

(4)
Primarily includes revenues from crude oil, refined oil products, natural gas, and other commodities trades.

(5)
Includes revenues from structured credit products.

Table of Contents


7.    RETIREMENT BENEFITS

        The Company has several non-contributory defined benefit pension plans covering certain U.S. employees in 2009 and has various defined benefit pension and termination indemnity plans covering employees outside the United States. The principal U.S. qualified defined benefit plan which formerly covered substantially all U.S.provides benefits under a cash balance formula. However, employees is closed to new entrants and, effective January 1, 2008, no longer accrues benefits for most employees. Employees satisfying certain age and service requirements remain covered by a prior final average pay formula.

formula under that plan. Effective January 1, 2008, the U.S. qualified pension plan was frozen for most employees. Accordingly, no additional compensation-based contributions were credited to the cash balance plan for existing plan participants during 2008 or 2009. However, employees still covered under the prior final pay plan will continue to accrue benefits. The Company also offers postretirement health care and life insurance benefits to certain eligible U.S. retired employees, as well as to certain eligible employees outside the United States. For information

        The Patient Protection and Affordable Care Act and the Health Care and Education Reconciliation Act of 2010 (collectively, the "Act") were signed into law in the U.S. in March 2010. One provision of the Act that impacts Citigroup is the elimination of the tax deductibility for benefits paid that are related to the retiree Medicare Part D subsidy starting in 2013. Citigroup is required to recognize the full accounting impact in the period in which the Act is signed, which resulted in a $45 million reduction in deferred tax assets with a corresponding charge to income from continuing operations in the first quarter of 2010. The other provisions of the Act are not expected to have a significant impact on the Company's retirement benefit plansCitigroup's pension and pension assumptions, see Citigroup's 2008 Annual Report on Form 10-K.post-retirement plans.

        The following tables summarize the components of the net (benefit) expense recognized in the Consolidated Statement of Income and the funded status and amounts recognized in the Consolidated Balance Sheet for the three months ended MarchCompany's U.S. qualified pension plan, postretirement plans and plans outside the United States. The Company uses a December 31 2009 and 2008.measurement date for the U.S. plans as well as the plans outside the United States.

Net (Benefit) Expense (Benefit)

 
 Three Months Ended March 31, 
 
 Pension Plans Postretirement
Benefit Plans
 
 
 U.S. Plans(1) Plans Outside U.S. U.S. Plans Plans Outside U.S. 
In millions of dollars 2009 2008 2009 2008 2009 2008 2009 2008 

Benefits earned during the period

 $6 $8 $37 $51 $ $ $7 $7 

Interest cost on benefit obligation

  163  164  70  83  15  15  21  20 

Expected return on plan assets

  (229) (233) (78) (128) (2) (2) (18) (28)

Amortization of unrecognized:

                         
 

Net transition obligation

                 
 

Prior service cost (benefit)

  1  (1)   1         
 

Net actuarial loss

      15  9  1    4  3 
                  

Net expense (benefit)

 $(59)$(62)$44 $16 $14 $13 $14 $2 
                  

 
 Three Months Ended March 31, 
 
 Pension Plans Postretirement Benefit Plans 
 
 U.S. plans(1) Non-U.S. plans U.S. plans Non-U.S. plans 
In millions of dollars 2010 2009 2010 2009 2010 2009 2010 2009 

Benefits earned during the period

 $4 $6 $41 $37 $ $ $6 $7 

Interest cost on benefit obligation

  159  163  84  70  14  15  26  21 

Expected return on plan assets

  (211) (229) (94) (78) (2) (2) (25) (18)

Amortization of unrecognized:

                         
 

Prior service cost (benefit)

     1  1             
 

Net actuarial loss

  11    14  15  1  1  5  4 
                  

Net (benefit) expense

 $(37)$(59)$46 $44 $13 $14 $12 $14 
                  

(1)
The U.S. plans exclude nonqualified pension plans, for which the net expense was $11 million and $10 million for both the three months ended March 31, 2010 and 2009, and 2008.respectively.

Employer Contributions

        Citigroup's pension funding policy for U.S. plans and non-U.S. plans is generally to fund to applicable minimum funding requirements, rather than to the amounts of accumulated benefit obligations. For the U.S. plans, the Company may increase its contributions above the minimum required contribution under the Employee Retirement Income Security Act of 1974, (ERISA)as amended, if appropriate to its tax and cash position and the plan's funded position. AtFor the U.S. plans, at March 31, 2009 and December 31, 2008,2010 there were no minimum required cash contributions and no discretionary cash or non-cash contributions are currently planned for the U.S. plans.planned. For the non-U.S. plans, the Company contributed $51$60 million induring the three months ended March 31, 2009. Citigroup presently anticipates contributingfirst quarter of 2010. The Company expects to contribute an additional $109$98 million to fund its non-U.S. plans in 2009 for a total of $160 million.2010.


7.     RESTRUCTURINGTable of Contents

        In the fourth quarter of 2008, Citigroup recorded a pretax restructuring expense of $1.797 billion related to the implementation of a Company-wide re-engineering plan. For the three months ended March 31, 2009, Citigroup recorded a pretax net restructuring release of $10 million composed of a gross charge of $29 million and a credit of $39 million due to changes in estimates. This initiative will generate headcount reductions of approximately 20,600. The charges related to the 2008 Re-engineering Projects Restructuring Initiative are reported in the Restructuring line on the Company's Consolidated Statement of Income and are recorded in each segment.

        In 2007, the Company completed a review of its structural expense base in a Company-wide effort to create a more streamlined organization, reduce expense growth, and provide investment funds for future growth initiatives. As a result of this review, a pretax restructuring charge of $1.4 billion was recorded in
Corporate/Other during the first quarter of 2007. Additional net charges of $151 million were recognized in subsequent quarters throughout 2007, and net releases of $31 million and $3 million in 2008 and 2009, due to changes in estimates. The charges related to the 2007 Structural Expense Review Restructuring Initiative are reported in the Restructuring line on the Company's Consolidated Statement of Income.

        The primary goals of the 2008 Re-engineering Projects and Restructuring Initiatives and the 2007 Structural Expense Review and Restructuring were:

    eliminate layers of management/improve workforce management;

    consolidate certain back-office, middle-office and corporate functions;

    increase the use of shared services;

    expand centralized procurement; and

    continue to rationalize operational spending on technology.

        The implementation of these restructuring initiatives also caused certain related premises and equipment assets to become redundant. The remaining depreciable lives of these assets were shortened, and accelerated depreciation charges began in the second quarter of 2007 and fourth quarter of 2008 for the 2007 and 2008 initiatives, respectively, in addition to normal scheduled depreciation.

        The following tables detail the Company's restructuring reserves.

2008 Re-engineering Projects Restructuring Charges

 
 Severance  
  
  
  
 
 
 Contract
termination
costs
 Asset
write-
downs(3)
 Employee
termination
cost
 Total
Citigroup(4)
 
In millions of dollars SFAS 112(1) SFAS 146(2) 

Total Citigroup (pretax)

                   

Original restructuring charge

 $1,254 $295 $55 $123 $19 $1,746 
              

Utilization

  (114) (3) (2) (100)   (219)
              

Balance at December 31, 2008

 $1,140 $292 $53 $23 $19 $1,527 
              

Additional charge

 $14 $6 $4 $5 $ $29 

Foreign exchange

  (14) 2    (12) (1) (25)

Utilization

  (541) (294) (11) (7) (5) (858)

Changes in estimates

  (38) (1)       (39)
              

Balance at March 31, 2009

 $561 $5 $46 $9 $13 $634 
              

2007 Structural Expense Review Restructuring Charges

 
 Severance  
  
  
  
 
 
 Contract
termination
costs
 Asset
write-
downs(3)
 Employee
termination
cost
 Total(5)
Citigroup
 
In millions of dollars SFAS 112(1) SFAS 146(2) 

Total Citigroup (pretax)

                   

Original restructuring charge

 $950 $11 $25 $352 $39 $1,377 
              

Additional charge

 $42 $96 $29 $27 $11 $205 

Foreign exchange

  19    2      21 

Utilization

  (547) (75) (28) (363) (33) (1,046)

Changes in estimates

  (39)   (6) (1) (8) (54)
              

Balance at December 31, 2007

 $425 $32 $22 $15 $9 $503 
              

Additional charge

 $10 $14 $43 $6 $ $73 

Foreign exchange

  (11)   (4)     (15)

Utilization

  (288) (34) (22) (7) (6) (357)

Changes in estimates

  (93) (2) (2) (4) (3) (104)
              

Balance at December 31, 2008

 $43 $10 $37 $10 $ $100 
              

Foreign exchange

  (1)   (1)     (2)

Utilization

  (41) (10) (35) (9)   (95)

Changes in estimates

  (1)   (1) (1)   (3)
              

Balance at March 31, 2009

 $ $ $ $ $ $ 
              

(1)
Accounted for in accordance with SFAS No. 112,Employer's Accounting for Post Employment Benefits (SFAS 112).

(2)
Accounted for in accordance with SFAS No. 146,Accounting for Costs Associated with Exit or Disposal Activities (SFAS 146).

(3)
Accounted for in accordance with SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144).

(4)
Total Citigroup charge in the table above does not include a $51 million one-time pension curtailment charge related to this restructuring initiative, which is recorded as part of the Company'sRestructuring charge in the Consolidated Statement of Income.

(5)
The 2007 structural expense review restructuring initiative was fully utilized as of March 31, 2009.

        The total restructuring reserve balance and total charges as of March 31, 2009 and December 31, 2008 related to the 2008 Re-engineering Projects Restructuring Initiatives are presented below by business segment in the following tables. These charges are reported in the Restructuring line on the Company's Consolidated Statement of Income and are recorded in each segment.

2008 Re-engineering Projects

 
 For the quarter ended March 31, 2009 
In millions of dollars Total
restructuring
reserve
balance as of
March 31,
2009
 Restructuring
charges
recorded in the
three months
ended March 31,
2009
 Total
restructuring
charges since
inception(1)(2)
 

Consumer Banking

 $115 $2 $382 

Global Cards

  58    111 

Institutional Clients Group

  146  12  600 

Global Wealth Management

  48    302 

Corporate/Other

  267  15  392 
        

Total Citigroup (pretax)

 $634 $29 $1,787 
        

(1)
Includes pension curtailment charges of $51 million recorded during the fourth quarter of 2008.

(2)
Amounts shown net of $39 million related to changes in estimates recorded during the first quarter of 2009.
 
 For the year ended December 31, 2008 
In millions of dollars Total
restructuring
reserve
balance as of
December 31,
2008
 Total
restructuring
charges,
excluding
pension
curtailment
 Pension
curtailment
charges
 Total
restructuring
charges(1)
 

Consumer Banking

 $265 $356 $26 $382 

Global Cards

  111  118  1  119 

Institutional Clients Group

  515  594  14  608 

Global Wealth Management

  293  300  5  305 

Corporate/Other

  343  378  5  383 
          

Total Citigroup (pretax)

 $1,527 $1,746 $51 $1,797 
          

(1)
Represents the total charges incurred since inception and pension curtailment charges of $51 million recorded during the fourth quarter of 2008.

8.    EARNINGS PER SHARE

        The following is a reconciliation of the income and share data used in the basic and diluted earnings per share computations for the three months ended March 31, 2009 and 2008:31:

In millions, except per share amounts March 31, 2009 March 31, 2008(1) 
Income (loss) from continuing operations $1,610 $(5,247)
Discontinued operations  (33) 115 
Noncontrolling interest  (16) (21)
Preferred dividends  (1,221) (83)
Impact on the conversion price reset related to the $12.5 billion convertible preferred stock private issuance(2)  (1,285)  
Preferred stock Series H discount accretion  (53)  
      
Income (loss) available to common stockholders for basic EPS  (966) (5,194)
Effect of dilutive securities  270  66 
      
Income (loss) available to common stockholders for diluted EPS(3) $(696)$(5,128)
      
Weighted average common shares outstanding applicable to basic EPS  5,385.0  5,085.6 
Effect of dilutive securities:       
Convertible securities  568.3  489.2 
Options    0.9 
      
Adjusted weighted average common shares outstanding applicable to diluted EPS(3)  5,953.3  5,575.7 
      
Basic earnings per share(3)(4)       
Loss from continuing operations $(0.18)$(1.06)
Discontinued operations    0.03 
      
Net loss $(0.18)$(1.03)
Diluted earnings per share(3)(4)       
Loss from continuing operations $(0.18)$(1.06)
Discontinued operations    0.03 
      
Net loss $(0.18)$(1.03)
      

 
 Three Months Ended March 31, 
In millions, except per-share amounts 2010 2009 

Income before attribution of noncontrolling interests

 $4,249 $1,694 

Noncontrolling interests

  32  (16)
      

Net income from continuing operations (for EPS purposes)

 $4,217 $1,710 

Income (loss) from discontinued operations, net of taxes

  211  (117)
      

Citigroup's net income (loss)

 $4,428 $1,593 

Preferred dividends

    (1,221)

Impact of the conversion price reset related to the $12.5 billion convertible preferred stock private issuance

    (1,285)

Preferred stock Series H discount accretion

    (53)
      

Net income (loss) available to common shareholders

 $4,428 $(966)

Income allocated to participating securities

  28   
      

Net income (loss) allocated to common shareholders for basic EPS(1)

 $4,400 $(966)

Effect of dilutive securities

    270 
      

Net income (loss) allocated to common shareholders for diluted EPS(1)

 $4,400 $(696)
      

Weighted-average common shares outstanding applicable to basic EPS

  28,444.3  5,385.0 

Effect of dilutive securities

       

TDECs

  882.8   

Convertible securities

  0.7  568.3 

Other employee plans

  5.7   
      

Adjusted weighted-average common shares outstanding applicable to diluted EPS(2)

  29,333.5  5,953.3 
      

Basic earnings per share(3)

       

Income (loss) from continuing operations

 $0.15 $(0.16)

Discontinued operations

  0.01  (0.02)
      

Net income (loss)

 $0.15 $(0.18)
      

Diluted earnings per share(3)

       

Income (loss) from continuing operations

 $0.14 $(0.16)

Discontinued operations

  0.01  (0.02)
      

Net income (loss)

 $0.15 $(0.18)
      

(1)
The Company adopted FSP EITF 03-6-1 on January 1, 2009. All prior periods have been restated to the current period's presentation.

(2)
The first quarter of 2009 income available to common shareholders includes a reduction of $1,285 million related to the conversion price reset pursuant to Citigroup's prior agreement with the purchasers of $12.5 billion convertible preferred stock issued in a private offering in January 2008. The conversion price was reset from $31.62 per share to $26.35 per share.

(3)
Due to the net loss available to common shareholders in the first quarters of 2008 and 2009, loss available to common stockholdersshareholders for basic EPS was used to calculate diluted earnings per share.EPS. Adding back the effect of dilutive securities would result in anti-dilution.

(4)(2)
Due to the net loss available to common shareholders in the first quarters of 2008 and 2009, basic shares were used to calculate diluted earnings per share.EPS. Adding dilutive securities to the denominator would result in anti-dilution.

(3)
Due to rounding, earnings per share on continuing operations and discontinued operations may not sum to earnings per share on net income.

        During the first three months of 2010 and 2009, weighted-average options to purchase 390.5 million and 121.1 million shares of common stock, respectively, were outstanding but not included in the computation of earnings per common share, because the weighted-average exercise prices of $11.21 and $40.34, respectively, were greater than the average market price of the Company's common stock. In addition, equity awards granted under the Management Committee Long-Term Incentive Plan (MC LTIP) were not included in the 2009 computation of earnings per common share, because the performance targets under the terms of the awards were not met and, as a result, the awards expired in the first quarter of 2010.

        Approximately $1.7 billion of Common Stock Equivalent (CSE) awards payable in April 2010 in shares of Citigroup common stock were not included in the computation of earnings per common share, because the awards were anti-dilutive under the treasury stock method. Equity units convertible into approximately 177 million shares of Citigroup common stock held by the Abu Dhabi Investment Authority (ADIA) were not included in the computation of earnings per common share, because the exercise price of $31.83 was greater than the average market price of Citigroup's common stock. Approximately 5 million of other incentive compensation awards were not included in the computation of earnings per common share, because they were anti-dilutive for the periods presented.


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9.    TRADING ACCOUNT ASSETS AND LIABILITIES

        Trading account assets and Trading account liabilities, at fair value, consisted of the following at March 31, 20092010 and December 31, 2008:2009:

In millions of dollars March 31,
2009
 December 31,
2008(1)
 

Trading account assets

       

Trading mortgage-backed securities

       
 

Agency guaranteed

 $24,479 $32,981 
 

Prime

  2,355  1,416 
 

Alt-A

  1,225  913 
 

Subprime

  11,512  14,552 
 

Non-U.S. residential

  399  2,447 
 

Commercial

  2,501  2,501 
      

Total Trading mortgage-backed securities

 $42,471 $54,810 
      

U.S. Treasury and Federal Agencies

       
 

U.S. Treasuries

 $8,530 $7,370 
 

Agency and direct obligations

  5,653  4,017 
      

Total U.S. Treasury and Federal Agencies

 $14,183 $11,387 
      

State and municipal securities

  6,614  9,510 

Foreign government securities

  62,213  57,422 

Corporate

  55,076  54,654 

Derivatives(2)

  95,860  115,289 

Equity securities

  33,987  48,503 

Other debt securities

 $24,818 $26,060 
      

Total trading account assets

 $335,222 $377,635 
      

Trading account liabilities

       

Securities sold, not yet purchased

 $49,688 $50,693 

Derivatives(2)

  81,138  116,785 
      

Total trading account liabilities

 $130,826 $167,478 
      

In millions of dollars March 31,
2010
 December 31,
2009
 

Trading account assets

       

Mortgage-backed securities(1)

       
 

U.S. government sponsored agency guaranteed

 $29,154 $20,638 
 

Prime

  1,368  1,156 
 

Alt-A

  1,364  1,229 
 

Subprime

  7,148  9,734 
 

Non-U.S. residential

  2,779  2,368 
 

Commercial

  3,205  3,455 
      

Total mortgage-backed securities(1)

 $45,018 $38,580 
      

U.S. Treasury and federal agencies

       
 

U.S. Treasuries

 $27,174 $28,938 
 

Agency and direct obligations

  5,248  2,041 
      

Total U.S. Treasury and federal agencies

 $32,422 $30,979 
      

State and municipal securities

  7,672 $7,147 

Foreign government securities

  86,000  72,769 

Corporate

  56,995  51,985 

Derivatives(2)

  53,710  58,879 

Equity securities

  43,054  46,221 

Asset-backed securities(1)

  5,475  4,089 

Other debt securities

  15,437  32,124 
      

Total trading account assets

 $345,783 $342,773 
      

Trading account liabilities

       

Securities sold, not yet purchased

 $83,134 $73,406 

Derivatives(2)

  59,614  64,106 
      

Total trading account liabilities

 $142,748 $137,512 
      

(1)
ReclassifiedThe Company invests in mortgage-backed securities and asset-backed securities. Mortgage securitizations are generally considered variable interest entities (VIEs). The Company's maximum exposure to conformloss from these VIEs is equal to the current period's presentation.carrying amount of the securities, which is reflected in the table above. For mortgage-backed and asset-backed securitizations in which the Company has other involvement, information is provided in Note 14 to the Consolidated Financial Statements.

(2)
Presented net, pursuant to master netting agreements. See Note 16—Derivative Activities15 to the Consolidated Financial Statements for a discussion regarding the accounting and reporting for derivatives.

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10.    INVESTMENTS

In millions of dollars March 31,
2009
 December 31,
2008
 

Securities available-for-sale

 $163,311 $175,189 

Debt securities held-to-maturity(1)

  60,760  64,459 

Non-marketable equity securities carried at fair value(2)

  7,595  9,262 

Non-marketable equity securities carried at cost(3)

  7,140  7,110 
      

Total investments

 $238,806 $256,020 
      

In millions of dollars March 31,
2010
 December 31,
2009
 

Securities available-for-sale

 $253,367 $239,599 

Debt securities held-to-maturity(1)

  46,348  51,527 

Non-marketable equity securities carried at fair value(2)

  8,771  6,830 

Non-marketable equity securities carried at cost(3)

  8,247  8,163 
      

Total investments

 $316,733 $306,119 
      

(1)
Recorded at amortized cost.cost, less credit-related impairment.

(2)
Unrealized gains and losses for non-marketable equity securities carried at fair value are recognized in earnings.

(3)
Non-marketable equity securities carried at cost primarily consist of shares issued by the Federal Reserve Bank, Federal Home Loan Bank, foreign central banks and various clearing houses of which Citigroup is a member.

Securities Available-for-Sale

        The amortized cost and fair value of securities available-for-sale at March 31, 20092010 and December 31, 20082009 were as follows:

 
 March 31, 2009 December 31, 2008(1) 
In millions of dollars Amortized
cost
 Gross
unrealized
gains
 Gross
unrealized
losses
 Fair value Amortized
cost
 Gross
unrealized
gains
 Gross
unrealized
losses
 Fair value 

Debt securities available-for-sale:

                         

Mortgage-backed securities

                         
 

U.S. government agency guaranteed

 $27,012 $462 $65 $27,409 $23,527 $261 $67 $23,721 
 

Prime

  8,969  2  2,763  6,208  8,475  3  2,965  5,513 
 

Alt-A

  413    16  397  54    9  45 
 

Subprime

  36    24  12  38    21  17 
 

Non-U.S. residential

  420    7  413  185  2    187 
 

Commercial

  598  1  130  469  519    134  385 
                  

Total mortgage-backed securities

 $37,448 $465 $3,005 $34,908 $32,798 $266 $3,196  29,868 

U.S. Treasury and federal agency securities

                         
 

U.S. Treasury

  4,892  142    5,034  3,465  125    3,590 
 

Agency obligations

  9,336  32  39  9,329  20,237  215  77  20,375 
                  

Total U.S. Treasury and federal agency securities

 $14,228 $174 $39 $14,363 $23,702 $340 $77 $23,965 

State and municipal

  17,520  161  3,649  14,032  18,156  38  4,370  13,824 

Foreign government

  65,773  843  489  66,127  79,505  945  408  80,042 

Corporate

  21,293  193  933  20,553  10,646  65  680  10,031 

Other debt securities

  10,094  61  1,926  8,229  11,784  36  224  11,596 
                  

Total debt securities available- for-sale

  166,356  1,897  10,041  158,212  176,591  1,690  8,955  169,326 
                  

Marketable equity securities available-for-sale

  4,750  753  404  5,099  5,768  554  459  5,863 
                  

Total securities available-for-sale

 $171,106 $2,650 $10,445 $163,311 $182,359 $2,244 $9,414 $175,189 
                  

 
 March 31, 2010 December 31, 2009 
In millions of dollars
 Amortized
cost
 Gross
unrealized
gains
 Gross
unrealized
losses
 Fair
value
 Amortized
cost
 Gross
unrealized
gains
 Gross
unrealized
losses
 Fair
value
 

Debt securities available-for-sale

                         

Mortgage-backed securities(1)

                         

    U.S. government-agency guaranteed

 $20,075 $407 $25 $20,457 $20,625 $339 $50 $20,914 

    Prime

  6,749  13  884  5,878  7,291  119  932  6,478 

    Alt-A

  248  5  1  252  538  93  4  627 

    Subprime

  1      1  1      1 

    Non-U.S. residential

  202  2    204  258    3  255 

    Commercial

  635  16  65  586  883  10  100  793 
                  

Total mortgage-backed securities

 $27,910 $443 $975 $27,378 $29,596 $561 $1,089 $29,068 

U.S. Treasury and federal agency securities

                         

    U.S. Treasury

  31,857  41  155  31,743  26,857  36  331  26,562 

    Agency obligations

  35,761  80  85  35,756  27,714  46  208  27,552 
                  

Total U.S. Treasury and federal agency securities

 $67,618 $121 $240 $67,499 $54,571 $82 $539 $54,114 

State and municipal

  16,531  114  1,300  15,345  16,677  147  1,214  15,610 

Foreign government

  106,226  1,227  181  107,272  101,987  860  328  102,519 

Corporate

  16,798  367  79  17,086  20,024  435  146  20,313 

Asset-backed securities(1)

  10,310  61  88  10,283  10,089  50  93  10,046 

Other debt securities

  2,614  28  69  2,573  2,179  21  77  2,123 
                  

Total debt securities available- for-sale

 $248,007 $2,361 $2,932 $247,436 $235,123 $2,156 $3,486 $233,793 
                  

Marketable equity securities available-for-sale

 $4,164 $1,993 $226 $5,931 $4,089 $1,929 $212 $5,806 
                  

Total securities available-for-sale

 $252,171 $4,354 $3,158 $253,367 $239,212 $4,085 $3,698 $239,599 
                  

(1)
ReclassifiedThe Company invests in mortgage-backed and asset-backed securities. These securitizations are generally considered variable interest entities (VIEs). The Company's maximum exposure to conformloss from these VIEs is equal to the current period's presentation.carrying amount of the securities, which is reflected in the table above. For mortgage-backed and asset-backed securitizations in which the Company has other involvement, information is provided in Note 14 to the Consolidated Financial Statements.

        The        As discussed in more detail below, the Company conducts and documents periodic reviews of all securities with unrealized losses to evaluate whether the impairment is other than temporary. As discussed in more detail below, prior to January 1, 2009, these reviews were conducted pursuant to FASB Staff Position No. 115-1,The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments (FSP FAS 115-1). Any unrealized loss identified as other than temporary was recorded directly in the Consolidated Statement of Income. As of January 1, 2009, the Company adopted FSP FAS 115-2 and FAS 124-2. Accordingly, any credit-related impairment related to debt securities the Company does not plan to sell and is more-likely-than-not not likely to be required to sell is recognized in the Consolidated Statement of Income, with the non-credit-related impairment recognized in OCI. For other impaired debt securities, the entire impairment is recognized in the Consolidated Statement of Income. See Note 1 for additional information.


Table of Contents

        The table below shows the fair value of investments in available-for-sale securities that have been in an unrealized loss position for less than 12 months or for 12 months or longer as of March 31, 20092010 and December 31, 2008:2009:

 
 March 31, 2009 
 
 Less than 12 months 12 months or longer Total 
In millions of dollar Fair value Gross
unrealized
losses
 Fair value Gross
unrealized
losses
 Fair value Gross
unrealized
losses
 

Securities available-for-sale

                   

Mortgage-backed securities

                   
 

U.S. government agency guaranteed

 $3,249 $3 $977 $62 $4,226 $65 
 

Prime

  1,102  51  5,042  2,712  6,144  2,763 
 

Alt-A

  354  7  41  9  395  16 
 

Subprime

      9  24  9  24 
 

Non-U.S. residential

    2  375  5  375  7 
 

Commercial

  140  17  287  113  427  130 
              

Total mortgage-backed securities

  4,845  80  6,731  2,925  11,576  3,005 

U.S. Treasury and federal agency securities

                   
 

U.S. Treasury

             
 

Agency obligations

  2,279  32  1  7  2,280  39 
              

Total U.S. Treasury and federal agency securities

  2,279  32  1  7  2,280  39 

State and municipal

  10,866  2,031  3,280  1,618  14,146  3,649 

Foreign government

  12,871  244  2,752  245  15,623  489 

Corporate

  1,536  227  8,446  706  9,982  933 

Other debt securities

  5,646  1,705  514  221  6,160  1,926 

Marketable equity securities available-for-sale

  3,268  330  97  74  3,365  404 
              

Total securities available-for-sale

 $41,311 $4,649 $21,821 $5,796 $63,132 $10,445 
              


 
 December 31, 2008(1) 
 
 Less than 12 months 12 months or longer Total 
In millions of dollar Fair value Gross
unrealized
losses
 Fair value Gross
unrealized
losses
 Fair value Gross
unrealized
losses
 

Securities available-for-sale

                   

Mortgage-backed securities

                   
 

U.S. government agency guaranteed

 $5,281 $9 $432 $58 $5,713 $67 
 

Prime

  2,258  1,127  3,108  1,838  5,366  2,965 
 

Alt-A

  38  8  5  1  43  9 
 

Subprime

      15  21  15  21 
 

Non- U.S. residential

  10        10   
 

Commercial

  213  33  233  101  446  134 
              

Total mortgage-backed securities

  7,800  1,177  3,793  2,019  11,593  3,196 

U.S. Treasury and federal agencies

                   
 

U.S. Treasury

             
 

Agency obligations

  1,654  76  1  1  1,655  77 
              

Total U.S. Treasury and federal agency securities

  1,654  76  1  1  1,655  77 

State and municipal

  12,827  3,872  3,762  498  16,589  4,370 

Foreign government

  10,697  201  9,080  207  19,777  408 

Corporate

  1,985  270  4,393  410  6,378  680 

Other debt securities

  944  96  303  128  1,247  224 

Marketable equity securities available-for-sale

  3,254  386  102  73  3,356  459 
              

Total securities available-for-sale

 $39,161 $6,078 $21,434 $3,336 $60,595 $9,414 
              

(1)
Reclassified to conform to the current period's presentation.
 
 Less than 12 months 12 months or longer Total 
In millions of dollars Fair
value
 Gross
unrealized
losses
 Fair
value
 Gross
unrealized
losses
 Fair
value
 Gross
unrealized
losses
 

March 31, 2010

                   

Securities available-for-sale

                   

Mortgage-backed securities

                   

    U.S. government-agency guaranteed

 $2,301 $25 $38 $ $2,339 $25 

    Prime

  4,810  875  439  9  5,249  884 

    Alt-A

  4    155  1  159  1 

    Subprime

             

    Non-U.S. residential

             

    Commercial

  102  25  45  40  147  65 
              

Total mortgage-backed securities

 $7,217 $925 $677 $50 $7,894 $975 

U.S. Treasury and federal agency securities

                   

    U.S. Treasury

  23,957  110  359  45  24,316  155 

    Agency obligations

  15,159  85  1    15,160  85 
              

Total U.S. Treasury and federal agency securities

 $39,116 $195 $360 $45 $39,476 $240 

State and municipal

  1,253  106  10,277  1,194  11,530  1,300 

Foreign government

  16,643  73  3,857  108  20,500  181 

Corporate

  3,119  33  727  46  3,846  79 

Asset-backed securities

  188  8  1,088  80  1,276  88 

Other debt securities

    1  362  68  362  69 

Marketable equity securities available-for-sale

  79  2  2,386  224  2,465  226 
              

Total securities available-for-sale

 $67,615 $1,343 $19,734 $1,815 $87,349 $3,158 
              

December 31, 2009

                   

Securities available-for-sale

                   

Mortgage-backed securities

                   

    U.S. government-agency guaranteed

 $6,793 $47 $263 $3 $7,056 $50 

    Prime

  5,074  905  228  27  5,302  932 

    Alt-A

  106    35  4  141  4 

    Subprime

             

    Non-U.S. residential

  250  3      250  3 

    Commercial

  93  2  259  98  352  100 
              

Total mortgage-backed securities

 $12,316 $957 $785 $132 $13,101 $1,089 

U.S. Treasury and federal agency securities

                   

    U.S. Treasury

  23,378  224  308  107  23,686  331 

    Agency obligations

  17,957  208  7    17,964  208 
              

Total U.S. Treasury and federal agency securities

 $41,335 $432 $315 $107 $41,650 $539 

State and municipal

  754  97  10,630  1,117  11,384  1,214 

Foreign government

  39,241  217  10,398  111  49,639  328 

Corporate

  1,165  47  907  99  2,072  146 

Asset-backed securities

  627  4  986  89  1,613  93 

Other debt securities

  28  2  647  75  675  77 

Marketable equity securities available-for-sale

  102  4  2,526  208  2,628  212 
              

Total securities available-for-sale

 $95,568 $1,760 $27,194 $1,938 $122,762 $3,698 
              

Table of Contents

        The following table presents the amortized cost and fair value of debt securities available-for-sale by contractual maturity dates as of March 31, 2009,2010 and December 31, 2008:2009:

 
 March 31,2009 December 31, 2008(1) 
In millions of dollars Amortized
cost
 Fair
value
 Amortized
cost
 Fair
value
 
Mortgage-backed securities(2)             
Due within 1 year $2 $4 $87 $80 
After 1 but within 5 years  38  38  639  567 
After 5 but within 10 years  882  889  1,362  1,141 
After 10 years(3)  36,526  33,977  30,710  28,080 
          
Total $37,448 $34,908 $32,798 $29,868 
          
U.S. Treasury and federal agencies             
Due within 1 year $3,295 $3,300 $15,736 $15,846 
After 1 but within 5 years  4,160  4,177  5,755  5,907 
After 5 but within 10 years  3,183  3,200  1,902  1,977 
After 10 years(3)  3,590  3,686  309  235 
          
Total $14,228 $14,363 $23,702 $23,965 
          
State and municipal             
Due within 1 year $219 $219 $214 $214 
After 1 but within 5 years  85  88  84  84 
After 5 but within 10 years  405  406  411  406 
After 10 years(3)  16,811  13,319  17,447  13,120 
          
Total $17,520 $14,032 $18,156 $13,824 
          
Foreign government             
Due within 1 year $23,345 $23,413 $26,481 $26,937 
After 1 but within 5 years  34,698  35,179  45,652  45,462 
After 5 but within 10 years  6,801  6,576  6,771  6,899 
After 10 years(3)  929  959  601  744 
          
Total $65,773 $66,127 $79,505 $80,042 
          
All other(4)             
Due within 1 year $4,908 $4,954 $4,160 $4,319 
After 1 but within 5 years  15,409  15,075  2,662  2,692 
After 5 but within 10 years  9,582  7,714  12,557  11,842 
After 10 years(3)  1,488  1,039  3,051  2,774 
          
Total $31,387 $28,782 $22,430 $21,627 
          
Total debt securities available-for-sale $166,356 $158,212 $176,591 $169,326 
          

 
 March 31, 2010 December 31, 2009 
In millions of dollars Amortized
cost
 Fair
value
 Amortized
cost
 Fair
value
 

Mortgage-backed securities(1)

             

Due within 1 year

 $6 $5 $2 $3 

After 1 but within 5 years

  10  10  16  16 

After 5 but within 10 years

  544  527  626  597 

After 10 years(2)

  27,350  26,836  28,952  28,452 
          

Total

 $27,910 $27,378 $29,596 $29,068 
          

U.S. Treasury and federal agencies

             

Due within 1 year

 $6,350 $6,347 $5,357 $5,366 

After 1 but within 5 years

  48,381  48,308  35,912  35,618 

After 5 but within 10 years

  9,506  9,509  8,815  8,773 

After 10 years(2)

  3,381  3,335  4,487  4,357 
          

Total

 $67,618 $67,499 $54,571 $54,114 
          

State and municipal

             

Due within 1 year

 $15 $15 $7 $8 

After 1 but within 5 years

  125  131  119  129 

After 5 but within 10 years

  282  286  340  359 

After 10 years(2)

  16,109  14,913  16,211  15,114 
          

Total

 $16,531 $15,345 $16,677 $15,610 
          

Foreign government

             

Due within 1 year

 $32,367 $32,507 $32,223 $32,365 

After 1 but within 5 years

  62,549  63,173  61,165  61,426 

After 5 but within 10 years

  10,308  10,459  7,844  7,845 

After 10 years(2)

  1,002  1,133  755  883 
          

Total

 $106,226 $107,272 $101,987 $102,519 
          

All other(3)

             

Due within 1 year

 $3,662 $3,658 $4,243 $4,244 

After 1 but within 5 years

  12,901  13,079  14,286  14,494 

After 5 but within 10 years

  8,648  8,721  9,483  9,597 

After 10 years(2)

  4,511  4,484  4,280  4,147 
          

Total

 $29,722 $29,942 $32,292 $32,482 
          

Total debt securities available-for-sale

 $248,007 $247,436 $235,123 $233,793 
          

(1)
Reclassified to conform to the current period's presentation.

(2)
Includes mortgage-backed securities of U.S. federal agencies.

(3)(2)
Investments with no stated maturities are included as contractual maturities of greater than 10 years. Actual maturities may differ due to call or prepayment rights.

(4)(3)
Includes U.S. corporate asset-backed securities issued by U.S. corporations, and other debt securities.

        The following table presents interest and dividends on investments for the first quarter ended March 31, 20092010 and 2008:2009:

In millions of dollars Three months
ended
March 31,
2009
 Three months
ended
March 31,
2008
 
Taxable interest $2,916 $2,389 
Interest exempt from U.S. federal income tax  215  189 
Dividends  45  109 
      
Total interest and dividends $3,176 $2,687 
      

 
 Three months ended 
In millions of dollars March 31,
2010
 March 31,
2009
 

Taxable interest

 $2,868 $3,013 

Interest exempt from U.S. federal income tax

  173  118 

Dividends

  68  45 
      

Total interest and dividends

 $3,109 $3,176 
      

        The following table presents realized gains and losses on investments for the quarters ended March 31, 20092010 and 2008.2009.

        The gross realized investment losses exclude losses from other-than-temporary impairment:

In millions of dollars Three months
ended
March 31,
2009
 Three months
ended
March 31,
2008
 
Gross realized investment gains $781 $239 
Gross realized investment losses  (24) (42)
      
Net realized gains (losses) $757 $197 
      

 
 Three months ended 
In millions of dollars March 31,
2010
 March31,
2009
 

Gross realized investment gains

 $593 $781 

Gross realized investment losses(1)

  (55) (24)
      

Net realized gains

 $538 $757 
      

(1)
During the first quarter of 2010, the Company sold four corporate debt securities that were classified as held-to-maturity. These sales were in response to a significant deterioration in the creditworthiness of the issuers. The securities sold had a carrying value of $413 million, and the Company recorded a realized loss of $49 million.

Table of Contents

Debt Securities Held-to-Maturity

        The carrying value and fair value of securities held-to-maturity (HTM) at March 31, 20092010 and December 31, 20082009 were as follows:

In millions of dollars Amortized
cost(1)
 Net unrealized
loss on date of
transfer
 Carrying
value(2)
 Gross
unrecognized
gains
 Gross
unrecognized
losses
 Fair
value
 
March 31, 2009                   
Debt securities held-to-maturity                   
Mortgage-backed securities                   
 U.S. government agency guaranteed $ $ $ $ $ $ 
 Prime  7,128  1,332  5,796  4  1,430  4,370 
 Alt-A  16,296  4,390  11,906  20  3,131  8,795 
 Subprime  1,267  95  1,172  3  188  987 
 Non-U.S. residential  8,085  934  7,151    535  6,616 
 Commercial  1,507  69  1,438  33  304  1,167 
              
 Total mortgage-backed securities  34,283  6,820  27,463  60  5,588  21,935 
U.S. Treasury and federal agency securities                   
 U.S. Treasury  1    1      1 
 Agency and direct obligations             
              
 Total U.S. Treasury and federal agency securities  1    1      1 
State and municipal  3,161  16  3,145  2  119  3,028 
Corporate  7,257  347  6,910  37  1,154  5,793 
Asset-backed securities  20,871  373  20,498  130  717  19,911 
Other debt securities  3,094  351  2,743  13  436  2,320 
              
Total debt securities held-to-maturity $68,667 $7,907 $60,760 $242 $8,014 $52,988 
              
December 31, 2008(3)                   
Debt securities held-to-maturity                   
Mortgage-backed securities                   
 U.S. government agency guaranteed $ $ $ $ $ $ 
 Prime  7,481  1,436  6,045    623  5,422 
 Alt-A  16,658  4,216  12,442  23  1,802  10,663 
 Subprime  1,368  125  1,243  15  163  1,095 
 Non-U.S. residential  10,496  1,128  9,368  5  397  8,976 
 Commercial  1,021    1,021    130  891 
              
 Total mortgage-backed securities  37,024  6,905  30,119  43  3,115  27,047 
U.S. Treasury and federal agency securities                   
 U.S. Treasury  1    1      1 
 Agency and direct obligations             
              
 Total U.S. Treasury and federal agency securities  1    1      1 
State and municipal  3,371  183  3,188  14  253  2,949 
Corporate  6,906  175  6,731  130  305  6,556 
Asset-backed securities  22,698  415  22,283  86  555  21,814 
Other debt securities  2,478  341  2,137    127  2,010 
              
Total debt securities held-to-maturity $72,478 $8,019 $64,459 $273 $4,355 $60,377 
              

In millions of dollars Amortized
cost(1)
 Net unrealized
loss recognized
in AOCI
 Carrying
value(2)
 Gross
unrecognized
gains
 Gross
unrecognized
losses
 Fair
value
 

March 31, 2010

                   

Debt securities held-to-maturity(3)

                   

Mortgage-backed securities

                   
 

Prime

 $5,818 $1,011 $4,807 $311 $6 $5,112 
 

Alt-A

  14,055  3,779  10,276  375  237  10,414 
 

Subprime

  1,028  133  895  23  100  818 
 

Non-U.S. residential

  8,016  989  7,027  527  76  7,478 
 

Commercial

  1,227  38  1,189  11  172  1,028 
              
 

Total mortgage-backed securities

 $30,144 $5,950 $24,194 $1,247 $591 $24,850 

U.S. Treasury and federal agency securities

             
 

Total U.S. Treasury and federal agency securities

 $ $ $ $ $ $ 

State and municipal

  2,974  144  2,830  109  86  2,853 

Corporate

  6,867  226  6,641  659  29  7,271 

Asset-backed securities(3)

  13,081  398  12,683  371  383  12,671 

Other debt securities

             
              

Total debt securities held-to-maturity

 $53,066 $6,718 $46,348 $2,386 $1,089 $47,645 
              

December 31, 2009

                   

Debt securities held-to-maturity(3)

                   

Mortgage-backed securities

                   
 

Prime

 $6,118 $1,151 $4,967 $317 $5 $5,279 
 

Alt-A

  14,710  4,276  10,434  905  243  11,096 
 

Subprime

  1,087  128  959  77  100  936 
 

Non-U.S. residential

  9,002  1,119  7,883  469  134  8,218 
 

Commercial

  1,303  45  1,258  1  208  1,051 
              
 

Total mortgage-backed securities

 $32,220 $6,719 $25,501 $1,769 $690 $26,580 

U.S. Treasury and federal agency securities

             
 

Total U.S. Treasury and federal agency securities

 $ $ $ $ $ $ 

State and municipal

  3,067  147  2,920  92  113  2,899 

Corporate

  7,457  264  7,193  524  182  7,535 

Asset-backed securities(3)

  16,348  435  15,913  567  496  15,984 

Other debt securities

             
              

Total debt securities held-to-maturity

 $59,092 $7,565 $51,527 $2,952 $1,481 $52,998 
              

(1)
For securities transferred to held-to-maturityHTM fromTrading account assets, amortized cost is defined as the fair value amount of the securities at the date of transfer plus any accretion income and less any impairments recognized in earnings subsequent to transfer. For securities transferred to held-to-maturityHTM from available-for-sale,AFS, amortized cost is defined as the original purchase cost, plus or minus any accretion or amortization of interest,a purchase discount or premium, less any impairment previously recognized in earnings.

(2)
Held-to-maturityHTM securities are carried on the Consolidated Balance Sheet at amortized cost and the changes in the value of these securities, other than impairment charges, are not reported on the financial statements.

(3)
ReclassifiedThe Company invests in mortgage-backed and asset-backed securities. These securitizations are generally considered variable interest entities (VIEs). The Company's maximum exposure to conformloss from these VIEs is equal to the current period's presentation.carrying amount of the securities, which is reflected in the table above. For mortgage-backed and asset-backed securitizations in which the Company has other involvement, information is provided in Note 14 to the Consolidated Financial Statements.

        The net unrealized losses classified in accumulatedAccumulated other comprehensive income that relates (AOCI) relate to debt securities reclassified from available-for-saleAFS investments to held-to-maturity investmentsHTM investments. Additionally, for HTM securities that have suffered credit impairment, declines in fair value for reasons other than credit losses are recorded in AOCI. The AOCI balance was $7.9$6.7 billion as of March 31, 2009,2010, compared to $8.0$7.6 billion as of December 31, 2008. This2009. The AOCI balance for HTM securities is amortized over the remaining life of the related securities as an adjustment of yield in a manner consistent with the accretion of discount on the same transferred debt securities. This will have no impact on the Company's net income because the amortization of the unrealized holding loss reported in equity will offset the effect on interest income of the accretion of the discount on these securities.

        The credit-related impairment on HTM securities is recognized in earnings.


Table of Contents

        The table below shows the fair value of investments in held-to-maturityHTM that have been in an unrealizedunrecognized loss position for less than 12 months or for 12 months or longer as of March 31, 20092010 and December 31, 2008:2009:

 
 Less than 12 months 12 months or longer Total 
In millions of dollars Fair
value
 Gross
unrealized
losses
 Fair
value
 Gross
unrealized
losses
 Fair
value
 Gross
unrealized
losses
 
March 31, 2009                   
Debt securities held-to-maturity                   
Mortgage-backed securities $2,186 $396 $18,938 $5,192 $21,124 $5,588 
State and municipal  1,308  119      1,308  119 
Corporate      5,735  1,154  5,735  1,154 
Asset-backed securities  8,098  454  5,226  263  13,324  717 
Other debt securities      2,319  436  2,319  436 
              
Total debt securities held-to-maturity $11,592 $969 $32,218 $7,045 $43,810 $8,014 
              
December 31, 2008(1)                   
Debt securities held-to-maturity                   
Mortgage-backed securities $2,348 $631 $24,236 $2,484 $26,584 $3,115 
State and municipal  2,499  253      2,499  253 
Corporate  23    4,107  305  4,130  305 
Asset-backed securities  9,051  381  4,164  174  13,215  555 
Other debt securities  439    5,246  127  5,685  127 
              
Total debt securities held-to-maturity $14,360 $1,265 $37,753 $3,090 $52,113 $4,355 
              


(1)
Reclassified to conform to current period's presentation.

 
 Less than 12 months 12 months or longer Total 
In millions of dollars Fair
value
 Gross
unrecognized
losses
 Fair
value
 Gross
unrecognized
losses
 Fair
value
 Gross
unrecognized
losses
 

March 31, 2010

                   

Debt securities held-to-maturity

��                  

Mortgage-backed securities

 $91 $43 $15,328 $548 $15,419 $591 

State and municipal

  569  50  577  36  1,146  86 

Corporate

      988  29  988  29 

Asset-backed securities

      4,114  383  4,114  383 

Other debt securities

             
              

Total debt securities held-to-maturity

 $660 $93 $21,007 $996 $21,667 $1,089 
              

December 31, 2009

                   

Debt securities held-to-maturity

                   

Mortgage-backed securities

 $ $ $16,923 $690 $16,923 $690 

State and municipal

  755  79  713  34  1,468  113 

Corporate

      1,519  182  1,519  182 

Asset-backed securities

  348  18  5,460  478  5,808  496 

Other debt securities

             
              

Total debt securities held-to-maturity

 $1,103 $97 $24,615 $1,384 $25,718 $1,481 
              

        Excluded from the gross unrealizedunrecognized losses presented in the above table isare the $7.9$6.7 billion and $8.0$7.6 billion of gross unrealized losses recorded in AOCI mainly related to the held-to-maturityHTM securities that were reclassified from available-for-saleAFS investments as of March 31, 20092010 and December 31, 2008,2009, respectively. Approximately $5.6 billion and $5.2 billionVirtually all of these unrealized losses relate to securities that have been in a loss position for 12 months or longer at both March 31, 20092010 and December 31, 2008, respectively,2009.

        The following table presents the carrying value and fair value of HTM debt securities held-to-maturity by contractual maturity dates as of March 31, 20092010 and December 31, 2008:2009:

In millions of dollars Carrying
value
 Fair
value
 
March 31, 2009:       
Mortgage-backed securities       
Due within 1 year $ $ 
After 1 but within 5 years  103  103 
After 5 but within 10 years     
After 10 years(1)  27,360  21,832 
      
Total $27,463 $21,935 
      
State and municipal       
Due within 1 year $6 $6 
After 1 but within 5 years  76  76 
After 5 but within 10 years  105  104 
After 10 years(1)  2,958  2,842 
      
Total $3,145 $3,028 
      
All other(2)       
Due within 1 year $7,261 $7,109 
After 1 but within 5 years  7,428  7,217 
After 5 but within 10 years  9,581  8,293 
After 10 years(1)  5,882  5,406 
      
Total $30,152 $28,025 
      
Total debt securities held-to-maturity $60,760 $52,988 
      
December 31, 2008(3):       
Mortgage-backed securities       
Due within 1 year $88 $65 
After 1 but within 5 years  363  282 
After 5 but within 10 years  513  413 
After 10 years (1)  29,155  26,287 
      
Total $30,119 $27,047 
      
State and municipal       
Due within 1 year $86 $86 
After 1 but within 5 years  105  105 
After 5 but within 10 years  112  106 
After 10 years(1)  2,885  2,652 
      
Total $3,188 $2,949 
      
All other(2)       
Due within 1 year $4,482 $4,505 
After 1 but within 5 years  10,892  10,692 
After 5 but within 10 years  6,358  6,241 
After 10 years(1)  9,420  8,943 
      
Total $31,152 $30,381 
      
Total debt securities held-to-maturity $64,459 $60,377 
      

 
 March 31, 2010 December 31, 2009 
In millions of dollars Carrying
value
 Fair
value
 Carrying
value
 Fair
value
 

Mortgage-backed securities

             

Due within 1 year

 $ $ $1 $1 

After 1 but within 5 years

  629  540  466  385 

After 5 but within 10 years

  618  542  697  605 

After 10 years(1)

  22,947  23,768  24,337  25,589 
          

Total

 $24,194 $24,850 $25,501 $26,580 
          

State and municipal

             

Due within 1 year

 $14 $14 $6 $6 

After 1 but within 5 years

  39  64  53  79 

After 5 but within 10 years

  88  88  99  99 

After 10 years(1)

  2,689  2,687  2,762  2,715 
          

Total

 $2,830 $2,853 $2,920 $2,899 
          

All other(2)

             

Due within 1 year

 $2,835 $2,856 $4,652 $4,875 

After 1 but within 5 years

  2,741  2,865  3,795  3,858 

After 5 but within 10 years

  6,113  6,660  6,240  6,526 

After 10 years(1)

  7,635  7,561  8,419  8,260 
          

Total

 $19,324 $19,942 $23,106 $23,519 
          

Total debt securities held-to-maturity

 $46,348 $47,645 $51,527 $52,998 
          

(1)
Investments with no stated maturities are included as contractual maturities of greater than 10 years. Actual maturities may differ due to call or prepayment rights.

(2)
Includes asset-backed securities and all other debt securities.

(3)
Reclassified to conform to the current period's presentation.

Table of Contents

Evaluating Investments for Other-than-TemporaryOther-Than-Temporary Impairments

        The Company conducts and documents periodic reviews of all securities with unrealized losses to identifyevaluate whether the impairment is other than temporary. Prior to January 1, 2009, these reviews were conducted pursuant to FASB Staff Position No. FAS 115-1,The Meaning of Other-Than-Temporary Impairment and evaluate each investment thatits Application to Certain Investments (now incorporated into ASC 320-10-35,Investments—Debt and Equity Securities—Subsequent Measurement). Any unrealized loss identified as other than temporary was recorded directly in the Consolidated Statement of Income. As of January 1, 2009, the Company adopted FSP FAS 115-2 and FAS 124-2 (now incorporated into ASC 320-10-35-34,Investments—Debt and Equity Securities: Recognition of an Other-Than-Temporary Impairment). This guidance amends the impairment model for debt securities; the impairment model for equity securities was not affected.

        Under the new guidance for debt securities, other-than-temporary impairment is recognized in earnings for debt securities which the Company has an unrealized loss,intent to sell or which the Company believes it is more-likely-than-not that it will be required to sell prior to recovery of the amortized cost basis. For those securities which the Company does not intend to sell or expect to be required to sell, credit-related impairment is recognized in accordanceearnings, with FSP FAS 115-1 and FSP FAS 115-2.the non-credit-related impairment recorded in AOCI.

        An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. Unrealized losses that are determined to be temporary in nature are recorded, net of tax, inAccumulated other comprehensive income (AOCI) AOCI for available-for-saleAFS securities, while such losses related to held-to-maturityHTM securities are not recorded, as these investments are carried at their amortized cost. For securities transferred to held-to-maturityHTM fromTrading account assets, amortized cost is defined as the fair value amount of the securities at the date of transfer, plus any accretion income and less any impairment recognized in earnings subsequent to transfer. For securities transferred to held-to-maturityHTM from available-for-sale,AFS, amortized cost is defined as the original purchase cost, plus or minus any accretion or amortization of a purchase discount or premium, less any impairment recognized in earnings subsequent to transfer.

        Regardless of the classification of the securities as available-for-saleAFS or held-to-maturity,HTM, the Company has assessed each position for credit impairment.

        Factors considered in determining whether a loss is temporary include:

    the length of time and the extent to which fair value has been below cost;

    the severity of the impairment;

    the cause of the impairment and the financial condition and near-term prospects of the issuer;

    activity in the market of the issuer which may indicate adverse credit conditions; and

    the Company's ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery.

        The Company's review for impairment generally entails:

    identification and evaluation of investments that have indications of possible impairment;

    analysis of individual investments that have fair values less than amortized cost, including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period;

    discussion of evidential matter, including an evaluation of factors or triggers that could cause individual investments to qualify as having other-than-temporary impairment and those that would not support other-than-temporary impairment; and

    documentation of the results of these analyses, as required under business policies.

        For debt securities that are not deemed to be credit impaired, management performs additional analysis to assess whether it intends to sell or would more-likely-than-not not be required to sell the investment before the expected recovery of the amortized cost basis. In most cases, management has asserted that it has no intent to sell and that it believes it is more-likely-than-not that it will not be required to sell the investment before recovery of its amortized cost basis. Where such an assertion has not been made, the security's decline in fair value is deemed to be other than temporary and is recorded in earnings.

        Similarly, for equity securities, management considers the various factors described above, including its intent and ability to hold the equity security for a period of time sufficient for recovery to amortized cost. Where management lacks that intent or ability, the security's decline in fair value is deemed to be other than temporary and is recorded in earnings. AFS equity securities deemed other-than-temporarily impaired are written down to fair value, with the full difference between fair value and amortized cost recognized in earnings.

        For debt securities that are not deemed to be credit impaired, management assesses whether it intends to sell or whether it is more-likely-than-not that it would be required to sell the investment before the expected recovery of the amortized cost basis. In most cases, management has asserted that it has no intent to sell and that it believes it is not likely to be required to sell the investment before recovery of its amortized cost basis. Where such an assertion has not been made, the security's decline in fair value is deemed to be other than temporary and is recorded in earnings.

        For debt securities, a critical component of the evaluation for Other-than-temporary impairmentsother-than-temporary impairment is the identification of credit impaired securities, where management does not expect to receive cash flows sufficient to recover the entire amortized cost basis of the security. For securities purchased and classified as AFS with the expectation of receiving full principal and interest cash flows, this analysis considers the likelihood of receiving all contractual principal and interest. For securities reclassified out of the trading category in the fourth quarter of 2008, the analysis considered the likelihood of receiving the expected principal and interest cash flows anticipated as of the date of reclassification in the fourth quarter of 2008. The extent of the Company's analysis regarding credit quality and the stress on assumptions used in the analysis have been refined for securities where the current fair value or other characteristics of the security warrant. The paragraphs below describe the Company's process for identifying credit impairment in security types with the most significant unrealized losses as of March 31, 2009.2010.


Table of Contents

Mortgage-Backed SecuritiesMortgage-backed securities

        For U.S. mortgage-backed securities (and in particular for Alt-A and other mortgage-backed securities that have significant unrealized losses as a percentage of amortized cost), credit impairment is assessed using a cash flow model that estimates the cash flows on the underlying mortgages, using the security-specific collateral and transaction structure. The model estimates cash flows from the underlying mortgage loans and distributes those cash flows to various tranches of securities, considering the transaction structure and any subordination and credit enhancements that exist in that structure. The cash flow model incorporates actual cash flows on the mortgage-backed securities through the current period and then projects the remaining cash flows using a number of assumptions, including default rates, prepayment rates, and recovery rates (on foreclosed properties).

        Management develops specific assumptions using as much market data as possible and includes internal estimates as well as estimates published by rating agencies and other third-party sources. Default rates are projected by considering current underlying mortgage loan performance, generally assuming the default of a)(1) 10% of current loans, b)(2) 25% of 30-59 day delinquent loans, c) 75%(3) 70% of 60-90 day delinquent loans and d)(4) 100% of 91+ day delinquent loans. These estimates are extrapolated along a default timing curve to estimate the total lifetime pool default rate. Other assumptions used contemplate the actual collateral attributes, including geographic concentrations, rating agency loss projections, rating actions and current market prices.

        The key base assumptions for mortgage-backed securities as of March 31, 20092010 are in the table below:

 
 March 31, 20092010 

Prepayment rate

  3-8 CRR 

Loss severity(1)

  45%-75-75%%

Unemployment rate

  9%

Peak-to-trough housing price decline9.8%

 33%
    

(1)
Loss severity rates are estimated considering collateral characteristics and generally range from 45%-55% for prime bonds, 50%-60%-75% for Alt-A bonds, and 65%-75% for sub-primesubprime bonds.

        The valuation as of March 31, 2010 assumes that U.S. housing prices are unchanged for the remainder of 2010, increase 0.6% in 2011, increase 1.4% in 2012, increase 2.2% in 2013 and increase 3% per year from 2014 onwards.

        In addition, cash flow projections are developed using more stressful parameters, and management assesses the results of those stress tests (including the severity of any cash shortfall indicated and the likelihood of the stress scenarioscenarios actually occurring based on the underlying pool's characteristics and performance) to assess whether management expects to recover the amortized cost basis of the security. If cash flow projections indicate that the Company does not expect to recover its amortized cost basis, the Company recognizes the estimated credit loss in earnings.

State and Municipal Securitiesmunicipal securities

        Citigroup's available-for-saleAFS state and municipal bonds consist primarilymainly of bonds that are financed through Tender Option Bond programs. The process for identifying credit impairment for bonds in this program as well as for bonds that were previously financed in this program is largely based on third-party credit ratings. Individual bond positions must meet minimum ratings requirements, which vary based on the sector of the bond issuer. The average portfolio rating, ignoring any insurance, is Aa3/AA-.

        Citigroup monitors the bond issuer and insurer ratings on a daily basis. In the event of a downgrade of the bond below the Aa3/AA-, the subject bond is specifically reviewed for potential shortfall in contractual principal and interest. Citigroup has not recorded any credit impairments on bonds held as part of the Tender Option Bond program or on bonds that were previously held as part of the Tender Option Bond program.

        The remainder of Citigroup's available-for-saleAFS state and municipal bonds, outside of the Tender Option Bond Programs,above, are specifically reviewed for credit impairment based on instrument-specific estimates of cash flows, probability of default and loss given default.

Recognition and Measurement of Other-Than-Temporary Impairment

        AFS and HTM debt securities that have been identified as other-than-temporarily impaired are written down to their current fair value. For debt securities that are intended to be sold, or that management believes it is more-likely-than-not that it will be required to be sold prior to recovery, the full impairment is recognized immediately in earnings.

        For AFS and HTM debt securities that management has no intent to sell and believes that it is more-likely-than not that it will not be required to be sold prior to recovery, only the credit loss component of the impairment is recognized in earnings, while the rest of the fair value loss is recognized in OCI. The credit loss component recognized in earnings is identified as the amount of principal cash flows not expected to be received over the remaining term of the security as projected using the Company's cash flow projections using its base assumptions.

        AFS equity securities deemed other-than-temporarily impaired are written down to fair value, with the full difference between fair value and amortized cost recognized in earnings.

The following table presents the total other-than-temporary impairments recognized during the first quarter of 2009.

Other-Than-Temporary Impairments on Investments3 months ended March 31, 2010:

In millions of dollars Available-for-
Sale Securities
 Held-to-Maturity Securities Total 
Impairment losses related to securities which the Company does not intend to sell or it is more-likely-than-not that it will not be required to sell:          
 Total OTTI losses recognized during the quarter ended March 31, 2009 $55 $1,285 $1,340 
 Less: portion of OTTI loss recognized in Other comprehensive income (before taxes)  14  617  631 
        
Net impairment losses recognized in earnings for securities that the Company does not intend to sell or it is more likely-than-not that it will not be required to sell $41 $668 $709 
OTTI losses recognized in earnings for securities that the Company intends to sell or more-likely-than-not will be required to sell before recovery  39    39 
        
Total impairment losses recognized in earnings $80 $668 $748 
        

Other-Than-Temporary Impairments (OTTI) on Investments Three months ended March 31, 2010 
In millions of dollars AFS HTM Total 

Impairment losses related to securities that the Company does not intend to sell nor will likely be required to sell

          

Total OTTI losses recognized during the three months ended March 31, 2010

 $197 $332 $529 

Less: portion of OTTI loss recognized in AOCI (before taxes)

  3  40  43 
        

Net impairment losses recognized in earnings for securities that the Company does not intend to sell nor will likely be required to sell

 $194 $292 $486 

OTTI losses recognized in earnings for securities that the Company intends to sell or more- likely-than-not will be required to sell before recovery

  21    21 
        

Total impairment losses recognized in earnings

 $215 $292 $507 
        

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        The first quarter of 2009 roll forwardfollowing is a 3-month roll-forward of the credit-related position recognized in earnings for allAFS and HTM debt securities still held as of March 31, 20092010:

 
 Cumulative Other-Than-Temporary Impairment Credit Losses Recognized in Earnings 
In millions of dollars December 31, 2009
balance
 Credit impairments
recognized in
earnings on
securities not
previously impaired
 Credit impairments
recognized in
earnings on
securities that have
been previously
impaired
 Reductions due to
sales of credit
impaired
securities sold or
matured
 March 31, 2010
balance
 

AFS debt securities

                

Mortgage-backed securities

                
 

Prime

 $242 $12 $ $ $254 
 

Alt-A

  1  1      2 
 

Commercial real estate

  2        2 
            
 

Total mortgage-backed securities

  245  13      258 

U.S. Treasury

    35      35 

Foreign government

  20  134      154 

Corporate

  137  4  5    146 

Asset-backed securities

  9        9 

Other debt securities

  49  3      52 
            

Total OTTI credit losses recognized for AFS debt securities

 $460 $189 $5 $ $654 
            

HTM debt securities

                

Mortgage-backed securities

                
 

Prime

 $170 $75 $1 $ $246 
 

Alt-A

  2,569  178  2    2,749 
 

Subprime

  210  1  2    213 
 

Non-U.S. residential

  96        96 
 

Commercial real estate

  9        9 
            
 

Total mortgage-backed securities

  3,054  254  5    3,313 

State and municipal

  7        7 

Corporate

  351        351 

Asset-backed securities

  48  33      81 

Other debt securities

  4        4 
            

Total OTTI credit losses recognized for HTM debt securities

 $3,464 $287 $5 $ $3,756 
            

Investments in Alternative Investment Funds

        The Company holds investments in certain hedge funds, private equity funds, fund of funds and real estate funds, and includes both funds that are managed by the Company and funds managed by third parties. These investments are generally classified as non-marketable equity securities carried at fair value. The fair value of these investments has been estimated using the net asset value (NAV) per share of the Company's ownership interest in the funds, where it is not probable that the Company will sell an investment at a price other than NAV.

In millions of dollars at March 31, 2010 Fair value Unfunded commitments Redemption frequency
(if currently eligible)
 Redemption notice period 

Hedge funds

 $69 $  Monthly, quarterly,
annually
  10-95 days 

Private equity funds

  1,250  558     

Real estate funds(1)

  126  37     
          

Total

 $1,445 $595       
          

(1)
This category includes several real estate funds that invest primarily in commercial real estate in the U.S., Europe and Asia. These investments can never be redeemed with the funds. Distributions from each fund will be received as follows:

 
 Cumulative Other-Than-Temporary Impairment Credit Losses Recognized in Earnings
for Available-for-Sale Securities
 
In millions of dollars January 1, 2009
Cumulative OTTI
credit losses recognized
for securities still held
 Additions for OTTI
securities where no credit
losses were recognized
prior to
January 1, 2009
 Additions for OTTI
securities where credit
losses have been
recognized prior to
January 1, 2009
 Reductions due to
sales of credit
impaired securities
 March 31, 2009
Cumulative OTTI credit
losses recognized for
securities still held
 
OTTI credit losses recognized for available-for-sale debt securities                
Mortgage-backed securities                
 Commercial real estate $1 $1     $2 
Corporate  53  22  10  (1) 84 
Asset backed securities    2      2 
Other debt securities    6      6 
            
Total OTTI credit losses recognized for available-for-sale debt securities $54 $31 $10 $(1)$94 
            


 
 Cumulative Other-Than-Temporary Impairment Credit Losses Recognized in Earnings
For Held-to-Maturity Securities
 
In millions of dollars January 1, 2009
Cumulative OTTI
credit losses recognized
for securities still held
 Additions for OTTI
securities where no credit
losses were recognized
prior to
January 1, 2009
 Additions for OTTI
securities where credit
losses have been
recognized prior to
January 1, 2009
 March 31, 2009
Cumulative OTTI credit
losses recognized for
securities still held
 
OTTI credit losses recognized for held-to-maturity debt securities             
Mortgage-backed securities             
 Prime $8     $8 
 Alt-A  1,091  395  19  1,505 
 Subprime  85  10    95 
 Non- U.S. residential  28  6    34 
 Commercial real estate  4  0    4 
Corporate    221    221 
Asset backed securities  17  15    32 
Other debt securities    2    2 
          
Total OTTI credit losses recognized for held-to-maturity debt securities $1,233 $649 $19 $1,901 
          
the underlying investments in the funds are liquidated. It is estimated that the underlying assets of the fund will be liquidated over a period of several years as market conditions allow. While certain assets within the portfolio may be sold, no specific assets have been identified for sale. Because it is not probable that any individual investment will be sold, the fair value of each individual investment has been estimated using the net asset value of the Company's ownership interest in the partners' capital. There is no standard redemption frequency nor is a prior notice period required. The investee fund's management must approve of the buyer before the sale of the investments can be completed.

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11.    GOODWILL AND INTANGIBLE ASSETS

Goodwill

        The changes in goodwillGoodwill during the first three months of 20092010 were as follows:

In millions of dollars Goodwill 

Balance at December 31, 2008

 $27,132 

Foreign exchange translation

  (844)

Purchase accounting adjustments and other

  122 
    

Balance at March 31, 2009

 $26,410 
    

In millions of dollars  
 

Balance at December 31, 2009

 $25,392 
    

Foreign exchange translation

  294 

Smaller acquisitions/divestitures, purchase accounting adjustments and other

  (24)
    

Balance at March 31, 2010

 $25,662 
    

        During the first quarter of 2009,2010, no goodwill was written off due to impairment.impairment and no interim impairment test on goodwill was performed. Goodwill is tested for impairment annually during the third quarter at the reporting unit level and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. There were no triggering events present during the first quarter of 2010 for any reporting unit and an interim goodwill impairment test was not required.

        The Company will continue to monitor theLocal Consumer Lending—Cards reporting unit for triggering events in the interim as the goodwill in this reporting unit may be particularly sensitive to further deterioration in economic conditions. The fair value as a percentage of allocated book value forLocal Consumer Lending—Cards is 112%, based on the results of the goodwill impairment test performed during the fourth quarter of 2009. If economic conditions deteriorate or other events adversely impact the business models and the related assumptions including the discount rate, expected recovery, and expected loss rates used to value this reporting unit, the Company could potentially experience future material impairment charges with respect to the $4,662 million of goodwill remaining in itsLocal Consumer Lending—Cardsreporting unit. Any such charges, by themselves, would not negatively affect the Company's Tier 1 Common, Tier 1 Capital or Total Capital regulatory ratios, its Tangible Common Equity or the Company's liquidity position.

        The realignment of Citicorp and Citi Holdings during the first quarter of 2010 left Citigroup's reporting segments and reporting units unchanged. However, because certain businesses were moved fromBrokerage and Asset Management toLATAM Regional Consumer Bank, goodwill was reassigned fromBrokerage and Asset Management toLATAM Regional Consumer Bank, using a relative fair value approach.

        The following tables present the Company's goodwill balances by reporting unit and by segment at March 31, 2010:

In millions of dollars 
Reporting unit(1) Goodwill 

North America Regional Consumer Banking

 $2,452 

EMEA Regional Consumer Banking

  257 

Asia Regional Consumer Banking

  5,758 

Latin America Regional Consumer Banking

  1,712 

Securities and Banking

  9,184 

Transaction Services

  1,573 

Brokerage and Asset Management

  64 

Local Consumer Lending—Cards

  4,662 
    

Total

 $25,662 
    

By Segment

    

Regional Consumer Banking

 $10,179 

Institutional Clients Group

  10,757 

Citi Holdings

  4,726 
    

Total

 $25,662 
    

(1)
Local Consumer Lending—Other is excluded from the table as there is no goodwill allocated to it.

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Intangible Assets

        The components of intangible assets were as follows:

 
 March 31, 2009 December 31, 2008 
In millions of dollars Gross
carrying
amount
 Accumulated
amortization
 Net
carrying
amount
 Gross
carrying
amount
 Accumulated
amortization
 Net
carrying
amount
 

Purchased credit card relationships

 $8,334 $4,560 $3,774 $8,443 $4,513 $3,930 

Core deposit intangibles

  1,314  671  643  1,345  662  683 

Other customer relationships

  3,662  168  3,494  4,031  168  3,863 

Present value of future profits

  414  267  147  415  264  151 

Other(1)

  5,512  1,349  4,163  5,343  1,285  4,058 
              

Total amortizing intangible assets

 $19,236 $7,015 $12,221 $19,577 $6,892 $12,685 

Indefinite-lived intangible assets

  1,391  N/A  1,391  1,474  N/A  1,474 

Mortgage servicing rights

  5,481  N/A  5,481  5,657  N/A  5,657 
              

Total intangible assets

 $26,108 $7,015 $19,093 $26,708 $6,892 $19,816 
              

 
 March 31, 2010 December 31, 2009 
In millions of dollars Gross
carrying
amount
 Accumulated
amortization
 Net
carrying
amount
 Gross
carrying
amount
 Accumulated
amortization
 Net
carrying
amount
 

Purchased credit card relationships

 $8,066 $4,873 $3,193 $8,148 $4,838 $3,310 

Core deposit intangibles

  1,411  846  565  1,373  791  582 

Other customer relationships

  667  184  483  675  176  499 

Present value of future profits

  241  105  136  418  280  138 

Indefinite-lived intangible assets

  536    536  569    569 

Other(1)

  4,806  1,442  3,364  4,977  1,361  3,616 
              

Intangible assets (excluding MSRs)

 $15,727 $7,450 $8,277 $16,160 $7,446 $8,714 

Mortgage servicing rights (MSRs)

  6,439    6,439  6,530    6,530 
              

Total intangible assets

 $22,166 $7,450 $14,716 $22,690 $7,446 $15,244 
              

(1)
Includes contract-related intangible assets.

N/A    Not Applicable.

        The changes in intangible assets during the first quarterthree months of 20092010 were as follows:

In millions of dollars Net carrying
amount at
December 31,
2008
 Acquisitions Amortization Impairments FX and
other(1)
 Net carrying
amount at
March 31,
2009
 

Purchased credit card relationships

 $3,930 $ $(145)$ $(11)$3,774 

Core deposit intangibles

  683    (29)   (11) 643 

Other customer relationships

  3,863    (79)   (290) 3,494 

Present value of future profits

  151    (3)   (1) 147 

Indefinite-lived intangible assets

  1,474        (83) 1,391 

Other(3)

  4,058  220  (75)   (40) 4,163 
              

 $14,159 $220 $(331)$ $(436)$13,612 
              

Mortgage servicing rights(2)

  5,657              5,481 
                  

Total intangible assets

 $19,816             $19,093 
                  

In millions of dollars Net carrying
amount at
December 31,
2009
 Acquisitions/
divestitures
 Amortization Impairments FX
and
other(1)
 Net carrying
amount at
March 31,
2010
 

Purchased credit card relationships

 $3,310 $ $(128)$ $11 $3,193 

Core deposit intangibles

  582    (27)   10  565 

Other customer relationships

  499    (13)   (3) 483 

Present value of future profits

  138    (3)   1  136 

Indefinite-lived intangible assets

  569  (46)     13  536 

Other

  3,616    (78)   (174) 3,364 
              

Intangible assets (excluding MSRs)

 $8,714 $(46)$(249)$ $(142)$8,277 

Mortgage servicing rights (MSRs)(2)

  6,530              6,439 
                  

Total intangible assets

 $15,244             $14,716 
                  

(1)
Includes foreign exchange translation and purchase accounting adjustments.

(2)
See Note 1514 to the Consolidated Financial Statements for the roll-forward of mortgage servicing rights.

(3)
During the 2009 first quarter, Citigroup paid $220 million to extend and modify certain contractual rights. The intangible asset related to those contractual rights is amortized over a 16-year period. The contract is up for renewal in 9 years.

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12.    DEBT

Short-Term Borrowings

        Short-term borrowings consist of commercial paper and other borrowings as follows:

In millions of dollars March 31,
2009
 December 31,
2008
 

Commercial paper

       

Citigroup Funding Inc. 

 $29,141 $28,654 

Other Citigroup Subsidiaries

  107  471 
      

 $29,248 $29,125 

Other short-term borrowings

  87,141  97,566 
      

Total short-term borrowings

 $116,389 $126,691 
      

In millions of dollars March 31,
2010
 December 31,
2009
 

Commercial paper

       

Citigroup Funding Inc. (CFI)

 $10,770 $9,846 

Other Citigroup subsidiaries

  455  377 

Consolidated VIE-related commercial paper

  31,247   
      

 $42,472 $10,223 

Other short-term borrowings

  54,222  58,656 
      

Total short-term borrowings

 $96,694 $68,879 
      

        Borrowings under bank lines of credit may be at interest rates based on LIBOR, CD rates, the prime rate, or bids submitted by the banks. Citigroup pays commitment fees for its lines of credit.

        Some of Citigroup's nonbanknon-bank subsidiaries have credit facilities with Citigroup's subsidiary depository institutions, including Citibank, N.A. Borrowings under these facilities must be secured in accordance with Section 23A of the Federal Reserve Act.

        CGMHICitigroup Global Markets Holdings Inc. (CGMHI) has committed financing with unaffiliated banks. At March 31, 2009, CGMHI had drawn down the full $1.175 billion available under these facilities, of which $725 million is guaranteed by Citigroup. CGMHI has bilateral facilities totaling $575 million with unaffiliated banks with maturities occurring on various dates in the second half of 2009 and early 2010. They also have substantial borrowing agreements consisting of facilities that CGMHI has been advised are available, but where no contractual lending obligation exists. These arrangements are reviewed on an ongoing basis to ensure flexibility in meeting CGMHI's short-term requirements.

Long-Term Debt

In millions of dollars March 31,
2009
 December 31,
2008
 
Citigroup Parent Company $188,826 $192,281 
Other Citigroup Subsidiaries(1)  92,592  109,314 
Citigroup Global Markets Holdings Inc.   15,311  20,623 
Citigroup Funding Inc.(2)  40,523  37,375 
      
Total long term debt $337,252 $359,593 
      

In millions of dollars March 31,
2010
 December 31,
2009
 

Citigroup parent company

 $192,325 $197,804 

Other Citigroup subsidiaries(1)

  69,154  97,294 

CGMHI

  9,091  13,422 

CFI(2)

  55,100  55,499 

Consolidated VIE related long-term debt

  113,604   
      

Total long-term debt

 $439,274 $364,019 
      

(1)
At March 31, 20092010 and December 31, 2008,2009, collateralized advances from the Federal Home Loan Bank are $53.2were $21.6 billion and $67.4$24.1 billion, respectively.

(2)
Includes Principal-Protected Trust Securities (Safety First Trust Securities) with carrying values of $468$534 million issued by Safety First Trust Series 2006-1, 2007-1, 2007-2, 2007-3, 2007-4, 2008-1, 2008-2, 2008-3, 2008-4, 2008-5, 2008-6, 2009-1, 2009-2, and 2009-12009-3 (collectively, the "Safety First Trusts") at March 31, 20092010 and $452$528 million issued by Safety First Trust Series 2006-1, 2007-1, 2007-2, 2007-3, 2007-4, 2008-1, 2008-2, 2008-3, 2008-4, 2008-5, 2008-6, 2009-1, 2009-2, and 2008-6 (collectively, the "Safety First Trusts")2009-3 at December 31, 2008.2009. CFI owns all of the voting securities of the Safety First Trusts. The Safety First Trusts have no assets, operations, revenues or cash flows other than those related to the issuance, administration, and repayment of the Safety First Trust Securities and the Safety First Trusts' common securities. The Safety First Trusts' obligations under the Safety First Trust Securities are fully and unconditionally guaranteed by CFI, and CFI's guarantee obligations are fully and unconditionally guaranteed by Citigroup.

        CGMHI has a syndicated five-year committed uncollateralized revolving line of credit facility with unaffiliated banks totaling $3.0 billion, which matures in 2011. CGMHI also has committed long-term financing facilities with unaffiliated banks. At March 31, 2009,2010, CGMHI had drawn down the full $900 million available under these facilities, of which $350$150 million is guaranteed by Citigroup. AGenerally, a bank can terminate these facilities by giving CGMHI one-year prior notice (generally one year).

        CGMHI also has substantial borrowing arrangements consisting of facilities that CGMHI has been advised are available, but where no contractual lending obligation exists. These arrangements are reviewed on an ongoing basis to ensure flexibility in meeting CGMHI's short-term requirements.notice.

        The Company issues both fixed and variable rate debt in a range of currencies. It uses derivative contracts, primarily interest rate swaps, to effectively convert a portion of its fixed rate debt to variable rate debt and variable rate debt to fixed rate debt. The maturity structure of the derivatives generally corresponds to the maturity structure of the debt being hedged. In addition, the Company uses other derivative contracts to manage the foreign exchange impact of FX translation on certain debt issuances.

        Long-term debt at March 31, 20092010 and December 31, 20082009 includes $24.7$21.7 billion and $24.1$19.3 billion, respectively, of junior subordinated debt. The Company formed statutory business trusts under the laws of the state of Delaware. The trusts exist for the exclusive purposes of (i)(1) issuing trust securities representing undivided beneficial interests in the assets of the trust; (ii)(2) investing the gross proceeds of the trust securities in junior subordinated deferrable interest debentures (subordinated debentures) of its parent; and (iii)(3) engaging in only those activities necessary or incidental thereto. Upon approval from the Federal Reserve Board, Citigroup has the right to redeem these securities.

        Citigroup has contractually agreed not to redeem or purchase (i) the 6.50% Enhanced Trust Preferred Securities of Citigroup Capital XV before September 15, 2056, (ii) the 6.45% Enhanced Trust Preferred Securities of Citigroup Capital XVI before December 31, 2046, (iii) the 6.35%


Enhanced Trust Preferred Securities of Citigroup Capital XVII before March 15, 2057, (iv) the 6.829% Fixed Rate/Floating Rate Enhanced Trust Preferred Securities of Citigroup Capital XVIII before June 28, 2047, (v) the 7.250% Enhanced Trust Preferred Securities of Citigroup Capital XIX before August 15, 2047, (vi) the 7.875% Enhanced Trust Preferred Securities of Citigroup Capital XX before December 15, 2067, and (vii) the 8.300% Fixed Rate/Floating Rate Enhanced Trust Preferred Securities of Citigroup Capital XXI before December 21, 2067, unless certain conditions, described in Exhibit 4.03 to Citigroup's Current Report on Form 8-K filed on September 18, 2006, in Exhibit 4.02 to Citigroup's Current Report on Form 8-K filed on November 28, 2006, in Exhibit 4.02 to Citigroup's Current Report on Form 8-K filed on March 8, 2007, in Exhibit 4.02 to Citigroup's Current Report on Form 8-K filed on July 2, 2007, in Exhibit 4.02 to Citigroup's Current Report on Form 8-K filed on August 17, 2007, in Exhibit 4.2 to Citigroup's Current Report on Form 8-K filed on November 27, 2007, and in Exhibit 4.2 to Citigroup's Current Report on Form 8-K filed on December 21, 2007, respectively, are met. These agreements are for the benefit of the holders of Citigroup's 6.00% Junior Subordinated Deferrable Interest Debentures due 2034.


Table of Contents

        Citigroup owns all of the voting securities of these subsidiary trusts. These subsidiary trusts have no assets, operations, revenues or cash flows other than those related to the issuance, administration, and repayment of the subsidiary trusts and the subsidiary trusts' common securities. These subsidiary trusts' obligations are fully and unconditionally guaranteed by Citigroup.


        The following table summarizes the financial structure of each of the Company's subsidiary trusts at March 31, 2009:2010:

 
  
  
  
  
  
 Junior subordinated debentures
owned by trust
 
Trust securities with distributions
guaranteed by Citigroup
In millions of dollars, except share amounts
 Issuance
date
 Securities
issued
 Liquidation
value
 Coupon
rate
 Common
shares issued
to parent
 Amount(1) Maturity Redeemable
by issuer
beginning
 
Citigroup Capital III  Dec. 1996  200,000 $200  7.625% 6,186 $206  Dec. 1, 2036  Not redeemable 
Citigroup Capital VII  July 2001  46,000,000  1,150  7.125% 1,422,681  1,186  July 31, 2031  July 31, 2006 
Citigroup Capital VIII  Sept. 2001  56,000,000  1,400  6.950% 1,731,959  1,443  Sept. 15, 2031  Sept. 17, 2006 
Citigroup Capital IX  Feb. 2003  44,000,000  1,100  6.000% 1,360,825  1,134  Feb. 14, 2033  Feb. 13, 2008 
Citigroup Capital X  Sept. 2003  20,000,000  500  6.100% 618,557  515  Sept. 30, 2033  Sept. 30, 2008 
Citigroup Capital XI  Sept. 2004  24,000,000  600  6.000% 742,269  619  Sept. 27, 2034  Sept. 27, 2009 
Citigroup Capital XIV  June 2006  22,600,000  565  6.875% 40,000  566  June 30, 2066  June 30, 2011 
Citigroup Capital XV  Sept. 2006  47,400,000  1,185  6.500% 40,000  1,186  Sept. 15, 2066  Sept. 15, 2011 
Citigroup Capital XVI  Nov. 2006  64,000,000  1,600  6.450% 20,000  1,601  Dec. 31, 2066  Dec. 31, 2011 
Citigroup Capital XVII  Mar. 2007  44,000,000  1,100  6.350% 20,000  1,101  Mar. 15, 2067  Mar. 15, 2012 
Citigroup Capital XVIII  June 2007  500,000  717  6.829% 50  717  June 28, 2067  June 28, 2017 
Citigroup Capital XIX  Aug. 2007  49,000,000  1,225  7.250% 20  1,226  Aug. 15, 2067  Aug. 15, 2012 
Citigroup Capital XX  Nov. 2007  31,500,000  788  7.875% 20,000  788  Dec. 15, 2067  Dec. 15, 2012 
Citigroup Capital XXI  Dec. 2007  3,500,000  3,500  8.300% 500  3,501  Dec. 21, 2077  Dec. 21, 2037 
Citigroup Capital XXIX  Nov. 2007  1,875,000  1,875  6.320% 10  1,875  Mar. 15, 2041  Mar. 15, 2013 
Citigroup Capital XXX  Nov. 2007  1,875,000  1,875  6.455% 10  1,875  Sept. 15, 2041  Sept. 15, 2013 
Citigroup Capital XXXI  Nov. 2007  1,875,000  1,875  6.700% 10  1,875  Mar. 15, 2042  Mar. 15, 2014 
Citigroup Capital XXXII  Nov. 2007  1,875,000  1,875  6.935% 10  1,875  Sept. 15, 2042  Sept. 15, 2014 
Adam Capital Trust III  Dec. 2002  17,500  18  3 mo. LIB
+335 bp.
  542  18  Jan. 07, 2033  Jan. 07, 2008 
Adam Statutory Trust III  Dec. 2002  25,000  25  3 mo. LIB
+325 bp.
  774  26  Dec. 26, 2032  Dec. 26, 2007 
Adam Statutory Trust IV  Sept. 2003  40,000  40  3 mo. LIB
+295 bp.
  1,238  41  Sept. 17, 2033  Sept. 17, 2008 
Adam Statutory Trust V  Mar. 2004  35,000  35  3 mo. LIB
+279 bp.
  1,083  36  Mar. 17, 2034  Mar. 17, 2009 
                        
Total obligated       $23,248       $23,410       
                        

 
  
  
  
  
  
 Junior subordinated debentures
owned by trust
 
Trust securities with distributions
guaranteed by Citigroup
In millions of dollars, except share amounts
 Issuance
date
 Securities
issued
 Liquidation
value
 Coupon
rate
 Common
shares issued
to parent
 Amount(1) Maturity Redeemable
by issuer
beginning
 

Citigroup Capital III

  Dec. 1996  194,053 $194  7.625% 6,003 $200  Dec. 1, 2036  Not redeemable 

Citigroup Capital VII

  July 2001  35,885,898  897  7.125% 1,109,874  925  July 31, 2031  July 31, 2006 

Citigroup Capital VIII

  Sept. 2001  43,651,597  1,091  6.950% 1,350,050  1,125  Sept. 15, 2031  Sept. 17, 2006 

Citigroup Capital IX

  Feb. 2003  33,874,813  847  6.000% 1,047,675  873  Feb. 14, 2033  Feb. 13, 2008 

Citigroup Capital X

  Sept. 2003  14,757,823  369  6.100% 456,428  380  Sept. 30, 2033  Sept. 30, 2008 

Citigroup Capital XI

  Sept. 2004  18,387,128  460  6.000% 568,675  474  Sept. 27, 2034  Sept. 27, 2009 

Citigroup Capital XII

  Mar. 2010  92,000,000  2,300  8.500% 25  2,300  Mar. 30, 2040  Mar. 30, 2015 

Citigroup Capital XIV

  June 2006  12,227,281  306  6.875% 40,000  307  June 30, 2066  June 30, 2011 

Citigroup Capital XV

  Sept. 2006  25,210,733  630  6.500% 40,000  631  Sept. 15, 2066  Sept. 15, 2011 

Citigroup Capital XVI

  Nov. 2006  38,148,947  954  6.450% 20,000  954  Dec. 31, 2066  Dec. 31, 2011 

Citigroup Capital XVII

  Mar. 2007  28,047,927  701  6.350% 20,000  702  Mar. 15, 2067  Mar. 15, 2012 

Citigroup Capital XVIII

  June 2007  99,901  152  6.829% 50  152  June 28, 2067  June 28, 2017 

Citigroup Capital XIX

  Aug. 2007  22,771,968  569  7.250% 20,000  570  Aug. 15, 2067  Aug. 15, 2012 

Citigroup Capital XX

  Nov. 2007  17,709,814  443  7.875% 20,000  443  Dec. 15, 2067  Dec. 15, 2012 

Citigroup Capital XXI

  Dec. 2007  2,345,801  2,346  8.300% 500  2,346  Dec. 21, 2077  Dec. 21, 2037 

Citigroup Capital XXX

  Nov. 2007  1,875,000  1,875  6.455% 10  1,875  Sept. 15, 2041  Sept. 15, 2013 

Citigroup Capital XXXI

  Nov. 2007  1,875,000  1,875  6.700% 10  1,875  Mar. 15, 2042  Mar. 15, 2014 

Citigroup Capital XXXII

  Nov. 2007  1,875,000  1,875  6.935% 10  1,875  Sept. 15, 2042  Sept. 15, 2014 

Citigroup Capital XXXIII

  July 2009  5,259,000  5,259  8.000% 100  5,259  July 30, 2039  July 30, 2014 

Adam Capital Trust III

  Dec. 2002  17,500  18  3 mo. LIB
+335 bp.
  542  18  Jan. 7, 2033  Jan. 7, 2008 

Adam Statutory Trust III

  Dec. 2002  25,000  25  3 mo. LIB
+325 bp.
  774  26  Dec. 26, 2032  Dec. 26, 2007 

Adam Statutory Trust IV

  Sept. 2003  40,000  40  3 mo. LIB
+295 bp.
  1,238  41  Sept. 17, 2033  Sept. 17, 2008 

Adam Statutory Trust V

  Mar. 2004  35,000  35  3 mo. LIB
+279 bp.
  1,083  36  Mar. 17, 2034  Mar. 17, 2009 
                        

Total obligated

       $23,261       $23,387       
                        

(1)
Represents the proceeds received from the trustTrust at the date of issuance.

        In each case, the coupon rate on the debentures is the same as that on the trust securities. Distributions on the trust securities and interest on the debentures are payable quarterly, except for Citigroup Capital III, Citigroup Capital XVIII and Citigroup Capital XXI on which distributions are payable semiannually.

        During the firstthird quarter of 2009, pursuant to the "Exchange Offers," Citigroup did not issue any Enhanced Trust Preferred Securities.converted $5.8 billion liquidation value of trust preferred securities across Citigroup Capital III, Citigroup Capital VII, Citigroup Capital VIII, Citigroup Capital IX, Citigroup Capital X, Citigroup Capital XI, Citigroup Capital XIV, Citigroup Capital XV, Citigroup Capital XVI, Citigroup Capital XVII, Citigroup Capital XVIII, Citigroup Capital XIX, Citigroup Capital XX and Citigroup Capital XXI to common stock and issued $27.1 billion of Citigroup Capital XXXIII trust preferred securities to the U.S. government in exchange for the Series G and I of preferred stock. On March 17, 2010, Citigroup issued $2.3 billion of Citigroup Capital XII trust preferred securities.


13.   PREFERRED STOCKTable of Contents

        The following table summarizes the Company's preferred stock outstanding at March 31, 2009 and December 31, 2008:

 
  
  
  
  
 Carrying value
(in millions of dollars)
 
 
  
  
  
 Convertible to
approximate
number of
Citigroup common
shares
 
 
  
 Redemption
price per
depositary share /
preference share
  
 
 
 Dividend rate Number
of depositary shares
 March 31,
2009
 December 31,
2008
 
Series A1(1)  7.000%$50  137,600,000  261,083,726 $6,880 $6,880 
Series B1(1)  7.000% 50  60,000,000  113,844,648  3,000  3,000 
Series C1(1)  7.000% 50  20,000,000  37,948,216  1,000  1,000 
Series D1(1)  7.000% 50  15,000,000  28,461,162  750  750 
Series E(2)  8.400% 1,000  6,000,000    6,000  6,000 
Series F(3)  8.500% 25  81,600,000    2,040  2,040 
Series G(4)  8.000% 1,000,000  7,059    3,529   
Series H(5)  5.000% 1,000,000  25,000    23,780  23,727 
Series I(6)  8.000% 1,000,000  20,000    19,513  19,513 
Series J1(1)  7.000% 50  9,000,000  17,076,698  450  450 
Series K1(1)  7.000% 50  8,000,000  15,179,287  400  400 
Series L2(1)  7.000% 50  100,000  189,742  5  5 
Series N1(1)  7.000% 50  300,000  569,224  15  15 
Series T(7)  6.500% 50  63,373,000  93,940,986  3,169  3,169 
Series AA(8)  8.125% 25  148,600,000    3,715  3,715 
              
            568,293,689 $74,246 $70,664 
                 

(1)
Issued on January 23, 2008 as depositary shares, each representing a 1/1,000th interest in a share of the corresponding series of Non-Cumulative Convertible Preferred Stock. Redeemable in whole or in part on or after February 15, 2015. Under the terms of pre-existing conversion price reset agreements with holders of Series A, B, C, D, J, K, L1 and N (the "Old Preferred Stock"), on February 17, 2009, Citigroup exchanged shares of new preferred stock (the "New Preferred Stock") for an equal number of shares of Old Preferred Stock. The terms and conditions of the New Preferred Stock are identical in all material respects to the terms and conditions of the Old Preferred Stock, except that the Conversion Price and Conversion Rate of the New Preferred Stock have been reset to $26.3517 and 1,897.4108, respectively. All shares of the Old Preferred Stock were canceled. The dividend of $0.88 per depositary share is payable quarterly when, as and if declared by the Company's Board of Directors. Redemption is subject to a capital replacement covenant.

(2)
Issued on April 28, 2008 as depositary shares, each representing a 1/25th interest in a share of the corresponding series of Fixed Rate/Floating Rate Non-Cumulative Preferred Stock. Redeemable in whole or in part on or after April 30, 2018. Dividends are payable semi-annually for the first 10 years until April 30, 2018 at $42.00 per depositary share and thereafter quarterly at a floating rate when, as and if declared by the Company's Board of Directors.

(3)
Issued on May 13, 2008 and May 28, 2008 as depositary shares, each representing a 1/1,000th interest in a share of the corresponding series of Non-Cumulative Preferred Stock. Redeemable in whole or in part on or after June 15, 2013. The dividend of $0.53 per depositary share is payable quarterly when, as and if declared by the Company's Board of Directors.

(4)
Issued on January 15, 2009 as shares of Cumulative Preferred Stock to the United States Treasury and the FDIC under the Troubled Asset Relief Program as fee for guaranteeing $300.8 billion of ring fenced assets. Redeemable in whole or in part subject to approval of the investor and compliance with certain conditions. The dividend of $20,000 per preferred share is payable quarterly when, as and if declared by the Company's Board of Directors.

(5)
Issued on October 28, 2008 as shares of Cumulative Preferred Stock to the United States Treasury under the Troubled Asset Relief Program. Redeemable in whole or in part subject to approval of the investor and compliance with certain conditions. Dividends are payable quarterly for the first five years until February 15, 2013 at $12,500 per preferred share and thereafter at $22,500 per preferred share when, as and if declared by the Company's Board of Directors.

(6)
Issued on December 31, 2008 as shares of Cumulative Preferred Stock to the United States Treasury under the Troubled Asset Relief Program. Redeemable in whole or in part subject to approval of the investor and compliance with certain conditions. The dividend of $20,000 per preferred share is payable quarterly when, as and if declared by the Company's Board of Directors.

(7)
Issued on January 23, 2008 and January 29, 2008 as depositary shares, each representing a 1/1,000th interest in a share of the corresponding series of Non-Cumulative Convertible Preferred Stock. Redeemable in whole or in part on or after February 15, 2015. Convertible into Citigroup common stock at a conversion rate of approximately 1,482.3503 per share, which is subject to adjustment under certain conditions. The dividend of $0.81 per depositary share is payable quarterly when, as and if declared by the Company's Board of Directors. Redemption is subject to a capital replacement covenant.

(8)
Issued on January 25, 2008 as depositary shares, each representing a 1/1,000th interest in a share of the corresponding series of Non-Cumulative Preferred Stock. Redeemable in whole or in part on or after February 15, 2018. The dividend of $0.51 per depositary share is payable quarterly when, as and if declared by the Company's Board of Directors. Redemption is subject to a capital replacement covenant.

        If dividends are declared on Series E as scheduled, the impact from preferred dividends on earnings per share in the first and third quarters will be lower than the impact in the second and fourth quarters. All other series currently have a quarterly dividend declaration schedule. As previously announced, in connection with the proposed exchange offer, Citigroup intends to pay full dividends on the preferred stock through and until the closing of the public exchange offers, at which point the dividends will be suspended.



14.13.    CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

        Changes in each component of Accumulated"Accumulated Other Comprehensive Income (Loss)" for the three-month period ended March 31, 2009 were2010 are as follows:

In millions of dollars Net unrealized
gains (losses) on
investment
securities
 Foreign
currency
translation
adjustment,
net of hedges
 Cash flow
hedges
 Pension
liability
adjustments
 Accumulated other
comprehensive
income (loss)
 
Balance, December 31, 2008 $(9,647)$(7,744)$(5,189)$(2,615)$(25,195)
Cumulative effect of accounting change (FSP FAS 115-2)  (413)       (413)
            
Balance, January 1, 2009 $(10,060)$(7,744)$(5,189)$(2,615)$(25,608)
Decrease (increase) in net unrealized gains (losses) on investment securities, net of taxes(1)(3)  31        31 
Less: Reclassification adjustment for gains included in net income, net of taxes  (11)       (11)
FX translation adjustment, net of taxes(2)    (2,974)     (2,974)
Cash flow hedges, net of taxes(3)      1,483    1,483 
Pension liability adjustment, net of taxes        66  66 
            
Change $20 $(2,974)$1,483 $66 $(1,405)
            
Citigroup Stockholders AOCI balance, March 31, 2009 $(10,040)$(10,718)$(3,706)$(2,549)$(27,013)
            

In millions of dollars Net unrealized
gains (losses) on
investment
securities
 Foreign
currency
translation
adjustment,
net of hedges
 Cash flow
hedges
 Pension
liability
adjustments
 Accumulated other
comprehensive
income (loss)
 

Balance, December 31, 2009

 $(4,347)$(7,947)$(3,182)$(3,461)$(18,937)

Change in net unrealized gains (losses) on investment securities, net of taxes

  1,210        1,210 

Reclassification adjustment for net gains included in net income, net of taxes

  (28)       (28)

Foreign currency translation adjustment, net of taxes(1)

    (279)     (279)

Cash flow hedges, net of taxes(2)

      223    223 

Pension liability adjustment, net of taxes(3)

        (48) (48)
            

Change

 $1,182 $(279)$223 $(48)$1,078 
            

Balance, March 31, 2010(4)

 $(3,165)$(8,226)$(2,959)$(3,509)$(17,859)
            

(1)
Primarily related to municipal securities activity.

(2)
Reflects, among other items,impacted by the movements in the British pound, Euro, Japanese yen, Korean won, Euro, Pound Sterling, Polish Zloty,and Mexican peso and the Singapore dollar against the U.S. dollar, and changes in related tax effects.effects and hedges.

(2)
Primarily driven by Citigroup's pay fixed/receive floating interest rate swap programs that are hedging the floating rates on deposits and long-term debt.

(3)
Decrease (increase) inReflects adjustments to the funded status of pension and postretirement plans, which is the difference between the fair value of the plan assets and the projected benefit obligation.

(4)
The March 31, 2010 balance of $(3.2) billion for net unrealized gains (losses)losses on investment securities netconsists of taxes includes the change in the hedged senior debt securities retained from the sale of a portfolio of highly leveraged loans. The offsetting change in the corresponding cash flow hedge is reflected in Cash Flow hedges, net of taxes.$(4.2) billion for those investments classified as held-to-maturity and $1.0 billion for those classified as available-for-sale.

15.Table of Contents


14.    SECURITIZATIONS AND VARIABLE INTEREST ENTITIES

Overview

        Citigroup and its subsidiaries are involved with several types of off-balance sheet arrangements, including special purpose entities (SPEs). See Note 1 to the Consolidated Financial Statements for a discussion of proposed accounting changes to SFAS 140,Accountingthe accounting for Transferstransfers and Servicingservicing of Financial Assetsfinancial assets and Extinguishments of Liabilities (SFAS 140), and FASB Interpretation No. 46, "Consolidationconsolidation of Variable Interest Entities (revised December 2003) (FIN 46 (R))(VIEs), including the elimination of Qualifying SPEs (QSPEs)."

Uses of SPEs

        An SPE is an entity designed to fulfill a specific limited need of the company that organized it.

The principal uses of SPEs are to obtain liquidity and favorable capital treatment by securitizing certain of Citigroup's financial assets, to assist clients in securitizing their financial assets, and to create investment products for clients. SPEs may be organized in many legal forms including trusts, partnerships or corporations. In a securitization, the company transferring assets to an SPE converts all (or a portion) of those assets into cash before they would have been realized in the normal course of business, through the SPE's issuance of debt and equity instruments, certificates, commercial paper and other notes of indebtedness, which are recorded on the balance sheet of the SPE and not reflected onin the transferring company's balance sheet, assuming applicable accounting requirements are satisfied. Investors usually have recourse to the assets in the SPE and often benefit from other credit enhancements, such as a collateral account or over collateralizationover-collateralization in the form of excess assets in the SPE, a line of credit, or from a liquidity facility, such as a line of credit, liquidity put option or asset purchase agreement. The SPE can typically obtain a more favorable credit rating from rating agencies than the transferor could obtain for its own debt issuances, resulting in less expensive financing costs.costs than unsecured debt. The SPE may also enter into derivative contracts in order to convert the yield or currency of the underlying assets to match the needs of the SPE investors or to limit or change the credit risk of the SPE. Citigroup may be the provider of certain credit enhancements as well as the counterparty to any related derivative contracts.

Since QSPEs were eliminated, most of Citigroup's SPEs may be Qualifying SPEs (QSPEs) or Variable Interest Entities (VIEs) or neither.

Qualifying SPEs

        QSPEs are a special class of SPEs defined in SFAS 140. QSPEs have significant limitations on the types of assets and derivative instruments they may own or enter into and the types and extent of activities and decision-making they may engage in. Generally, QSPEs are passive entities designed to purchase assets and pass through the cash flows from those assets to the investors in the QSPE. QSPEs may not actively manage their assets through discretionary sales and are generally limited to making decisions inherent in servicing activities and issuance of liabilities. QSPEs are generally exempt from consolidation by the transferor of assets to the QSPE and any investor or counterparty.now VIEs.

Variable Interest Entities

        VIEs are entities defined in FIN 46(R), as entities that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support or whose equity investors lack the characteristics of a controlling financial interest (i.e., ability to make significant decisions through voting rights, and right to receive the expected residual returns of the entity andor obligation to absorb the expected losses of the entity). Investors that finance the VIE through debt or equity interests or other counterparties that provide other forms of support, such as guarantees, subordinated fee arrangements, or certain types of derivative contracts, are variable interest holders in the entity. TheSince January 1, 2010, the variable interest holder, if any, that willhas a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. Citigroup would be deemed to have a controlling financial interest if it has both of the following characteristics:

    1.
    Power to direct activities of a VIE that most significantly impact the entity's economic performance; and

    2.
    Obligation to absorb losses of the entity that could potentially be significant to the VIE or right to receive benefits from the entity that could potentially be significant to the VIE.

        The Company must evaluate its involvement in each VIE and understand the purpose and design of the entity, the role the Company had in the entity's design, and its involvement in its ongoing activities. The Company then must evaluate which activities most significantly impact the economic performance of the VIE and who has the power to direct such activities.

        For those VIEs where the Company determines that it has the power to direct the activities that most significantly impact the VIE's economic performance, the Company then must evaluate its economic interests, if any, and determine whether it could absorb losses or receive benefits that could potentially be significant to the VIE. When evaluating whether the Company has an obligation to absorb losses that could potentially be significant, it considers the maximum exposure to such loss without consideration of probability. Such obligations could be in various forms, including but not limited to, debt and equity investments, guarantees, liquidity agreements, and certain derivative contracts.

        Prior to January 1, 2010, the variable interest holder, if any, that would absorb a majority of the entity's expected losses, receive a majority of the entity's expected residual returns or both iswas deemed to be the primary beneficiary and must consolidateconsolidated the VIE. Consolidation of athe VIE is, therefore,was determined based primarily on the variability generated in scenarios that are considered most likely to occur, rather than based on scenarios that are considered more remote. Certain variable interests may absorb significant amounts of losses or residual returns contractually, but if those scenarios are considered very unlikely to occur, they may not lead to consolidation of the VIE.

        All of these facts and circumstances are taken into consideration when determining whether the Company has variable interests that would deem it the primary beneficiary and, therefore, require consolidation of the related VIE or otherwise rise to the level where disclosure would provide useful information to the users of the Company's financial statements. In some cases, it is qualitatively clear based on the extent of the Company's involvement or the seniority of its investments that the Company is not the primary beneficiary of the VIE. In othermany cases, a more detailed and quantitative analysis iswas required to make such athis determination.

        The Company generally considers the following types of involvement to be significant:

    assisting in the structuring of a transaction and retaining any amount of debt financing (e.g., loans, notes, bonds or other debt instruments) or an equity investment (e.g., common shares, partnership interests or warrants);

    writing a "liquidity put" or other liquidity facility to support the issuance of short-term notes;

    writing credit protection (e.g., guarantees, letters of credit, credit default swaps or total return swaps where the Company receives the total return or risk on the assets held by the VIE); or

    certain transactions where the Company is the investment manager and receives variable fees for services.

        In various other transactions, the Company may act as a derivative counterparty (for example, interest rate swap, cross-currency swap, or purchaser of credit protection under a credit default swap or total return swap where the Company pays the total return on certain assets to the SPE); may act as underwriter or placement agent; may provide administrative, trustee, or other services; or may make a market in debt securities or other


instruments issued by VIEs. The Company generally considers such involvement, by itself, "not significant" under FIN 46(R).not to be variable interests and thus not an indicator of power or potentially significant benefits or losses.


Table of Contents

        Citigroup's involvement with QSPEs, Consolidatedconsolidated and Unconsolidatedunconsolidated VIEs with which the Company holds significant variable interests as of March 31, 20092010 and December 31, 20082009 is presented below:

As of March 31, 2009 
 
  
  
  
  
 Maximum exposure to loss in significant unconsolidated VIEs(1) 
 
  
  
  
  
 Funded exposures(3) Unfunded exposures(4) 
In millions of dollars Total
involvement
with SPE assets
 QSPE
assets
 Consolidated
VIE assets
 Significant
unconsolidated
VIE assets(2)
 Debt
investments
 Equity
investments
 Funding
commitments
 Guarantees and
derivatives
 
Consumer Banking                         
Credit card securitizations $117,943 $117,943 $ $ $ $ $ $ 
Mortgage securitizations  539,628  539,628             
Student loan securitizations  15,333  15,333             
Other  1,273    1,273           
                  
Total $674,177 $672,904 $1,273 $ $ $ $ $ 
                  
Institutional Clients Group                         
Citi-administered asset-backed commercial paper conduits (ABCP) $50,323 $ $ $50,323 $5 $ $49,368 $950 
Third-party commercial paper conduits  18,955      18,955  2    1,167  20 
Collateralized debt obligations (CDOs)  25,197    8,409  16,788  655      473 
Collateralized loan obligations (CLOs)  23,013    68  22,945  1,837    43  225 
Mortgage loan securitization  84,629  84,629             
Asset-based financing  88,590    2,725  85,865  21,624  112  2,951  117 
Municipal securities tender option bond trusts (TOBs)  28,456  5,595  14,704  8,157  185    6,515  107 
Municipal investments  17,142    871  16,271    2,315  749   
Client intermediation  9,602    3,023  6,579  1,463       
Investment funds  8,280    1,302  6,978    167     
Other  15,159  4,546  3,972  6,641  784  85  334   
                  
Total $369,346 $94,770 $35,074 $239,502 $26,555 $2,679 $61,127 $1,892 
                  
Global Wealth Management                         
Investment funds $57 $ $37 $20 $17 $ $2 $ 
Other  30    30           
                  
Total $87 $ $67 $20 $17 $ $2 $ 
                  
Corporate/Other                         
Trust preferred securities $24,694 $ $ $24,694 $ $162 $ $ 
                  
Total Citigroup $1,068,304 $767,674 $36,414 $264,216 $26,572 $2,841 $61,129 $1,892 
                  

As of March 31, 2010 
 
  
  
  
 Maximum exposure to loss in significant unconsolidated VIEs(1) 
 
  
  
  
 Funded exposures(2) Unfunded exposures(3) Total 
 
 Total
involvement
with SPE
assets
  
  
 
In millions of dollars Consolidated
VIE / SPE
assets(4)
 Significant
unconsolidated
VIE assets(4)(5)
 Debt
investments
 Equity
investments
 Funding
commitments
 Guarantees
and
derivatives
 Total 

Citicorp

                         

Credit card securitizations

 $66,328 $66,328 $ $ $ $ $ $ 

Mortgage securitizations(6)

  179,772  2,790  176,982  2,479      9  2,488 

Citi-administered asset-backed commercial paper conduits (ABCP)

  32,308  24,408  7,900      7,900    7,900 

Third-party commercial paper conduits

  4,296    4,296  231    344    575 

Collateralized debt obligations (CDOs)

  5,655    5,655  134        134 

Collateralized loan obligations (CLOs)

  8,260    8,260  119        119 

Asset-based financing

  22,511  2,319  20,192  3,859  12  491  160  4,522 

Municipal securities tender option bond trusts (TOBs)

  20,106  10,751  9,355      6,411  537  6,948 

Municipal investments

  12,421  238  12,183  528  2,418  615    3,561 

Client intermediation

  8,923  2,210  6,713  2,014        2,014 

Investment funds

  2,833  40  2,793  10  56      66 

Trust preferred securities

  21,682    21,682    128      128 

Other

  5,184  1,305  3,879  338  11  46  227  622 
                  

Total

 $390,279 $110,389 $279,890 $9,712 $2,625 $15,807 $933 $29,077 
                  

Citi Holdings

                         

Credit card securitizations

 $34,298 $34,298 $ $ $ $ $ $ 

Mortgage securitizations(6)

  298,981  6,755  292,226  3,803      107  3,910 

Student loan securitizations

  35,937  35,937             

Auto loan securitizations

  2,385  2,385             

Citi-administered asset-backed commercial paper conduits (ABCP)

  100  100             

Third-party commercial paper conduits

  3,296    3,296       252    252 

Collateralized debt obligations (CDOs)

  19,825  3,636  16,189  1,378      753  2,131 

Collateralized loan obligations (CLOs)

  13,625  500  13,125  1,484    13  380  1,877 

Asset-based financing

  50,107  3  50,104  16,080  30  1,251    17,361 

Municipal securities tender option bond trusts (TOBs)

  1,129  1,129             

Municipal investments

  4,573    4,573  59  184  124    367 

Client intermediation

  686  205  481  62      347  409 

Investment funds

  9,908  1,036  8,872    149  19    168 

Other

  2,162  494  1,668  220  128  228  15  591 
                  

Total

 $477,012 $86,478 $390,534 $23,086 $491 $1,887 $1,602 $27,066 
                  

Total Citigroup

 $867,291 $196,867 $670,424 $32,798 $3,116 $17,694 $2,535 $56,143 
                  

(1)
The definition of maximum exposure to loss is included in the text that follows.

(2)
Included in Citigroup's March 31, 2010 Consolidated Balance Sheet.

(3)
Not included in Citigroup's March 31, 2010 Consolidated Balance Sheet.

(4)
Due to the adoption of ASC 810, Consolidation (formerly FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities) on January 1, 2010, the previously disclosed assets of former QSPEs are now included in either the "Consolidated VIE / SPE assets" or the "Significant unconsolidated VIE assets" columns for the March 31, 2010 period.

(5)
A significant unconsolidated VIE is an entity where the Company has any variable interest considered to be significant, regardless of the likelihood of loss or the notional amount of exposure.

(3)(6)
Included in Citigroup's March 31, 2009 Consolidated Balance Sheet.

(4)
Not included in Citigroup's March 31, 2009 Consolidated Balance Sheet.A significant portion of the Company's securitized mortgage portfolio was transferred from Citi Holdings to Citicorp during the first quarter of 2010.

Table of Contents

 As of March 31, 2009
(continued)
 As of December 31, 2008(1)
In millions of dollars
 
 
Total
maximum exposure to loss
in significant unconsolidated
VIEs (continued)(3)
 Total
involvement
with SPEs
 QSPE
assets
 Consolidated
VIE assets
 Significant
unconsolidated
VIE assets(2)
 Maximum exposure to loss in
significant unconsolidated
VIE assets(3)
 
 $ $123,867 $123,867 $ $ $ 
    584,154  584,151  3     
    15,650  15,650       
    1,446    1,446     
             
 $ $725,117 $723,668 $1,449 $ $ 
             
 $50,323 $59,635 $ $ $59,635 $59,635 
  1,189  20,755      20,755  1,399 
  1,128  30,060    11,466  18,594  1,473 
  2,105  22,953    122  22,831  1,682 
    87,209  87,209       
  24,804  102,154    3,847  98,307  28,231 
  6,807  30,071  6,504  14,619  8,948  7,884 
  3,064  17,138    866  16,272  3,536 
  1,463  9,464    3,811  5,653  1,537 
  167  10,556    2,157  8,399  158 
  1,203  18,411  4,751  5,270  8,390  1,262 
             
 $92,253 $408,406 $98,464 $42,158 $267,784 $106,797 
             
 $19 $71 $ $45 $26 $32 
    9    9     
             
 $19 $80 $ $54 $26 $32 
             
 $162 $23,899 $ $ $23,899 $162 
             
 $92,434 $1,157,502 $822,132 $43,661 $291,709 $106,991 
             

 
  
  
  
 As of December 31, 2009 
In millions of dollars Total
involvement
with SPE assets
 QSPE
assets
 Consolidated
VIE assets
 Significant
unconsolidated
VIE assets(1)
 Maximum exposure to
loss in significant
unconsolidated VIEs(2)
 

Citicorp

                

Credit card securitizations

 $78,833 $78,833 $ $ $ 

Mortgage securitizations

  81,953  81,953       

Citi-administered asset-backed commercial paper conduits (ABCP)

  36,327      36,327  36,326 

Third-party commercial paper conduits

  3,718      3,718  353 

Collateralized debt obligations (CDOs)

  2,785      2,785  21 

Collateralized loan obligations (CLOs)

  5,409      5,409  120 

Asset-based financing

  19,612    1,279  18,333  5,221 

Municipal securities tender option bond trusts (TOBs)

  19,455  705  9,623  9,127  6,841 

Municipal investments

  10,906    11  10,895  2,370 

Client intermediation

  8,607    2,749  5,858  881 

Investment funds

  93    39  54  10 

Trust preferred securities

  19,345      19,345  128 

Other

  7,380  1,808  1,838  3,734  446 
            

Total

 $294,423 $163,299 $15,539 $115,585 $52,717 
            

Citi Holdings

                

Credit card securitizations

 $42,274 $42,274 $ $ $ 

Mortgage securitizations

  491,500  491,500       

Student loan securitizations

  14,343  14,343       

Citi-administered asset-backed commercial paper conduits (ABCP)

  98    98     

Third-party commercial paper conduits

  5,776      5,776  439 

Collateralized debt obligations (CDOs)

  24,157    7,614  16,543  1,158 

Collateralized loan obligations (CLOs)

  13,515    142  13,373  1,658 

Asset-based financing

  52,598    370  52,228  18,385 

Municipal securities tender option bond trusts (TOBs)

  1,999    1,999     

Municipal investments

  5,364    882  4,482  375 

Client intermediation

  675    230  445  396 

Investment funds

  10,178    1,037  9,141  268 

Other

  3,732  610  1,472  1,650  604 
            

Total

 $666,209 $548,727 $13,844 $103,638 $23,283 
            

Total Citigroup

 $960,632 $712,026 $29,383 $219,223 $76,000 
            

(1)
Reclassified to conform to the current period's presentation.

(2)
A significant unconsolidated VIE is an entity where the Company has any variable interest considered to be significant, regardless of the likelihood of loss or the notional amount of exposure.

(3)(2)
The definition of maximum exposure to loss is included in the text that follows.

Reclassified to conform to the current period's presentation.


        ThisTable of Contents

        The previous table does not include:

    certain venture capital investments made by some of the Company's private equity subsidiaries, as the Company accounts for these investments in accordance with the Investment Company Audit Guide;

    certain limited partnerships where the Company is the general partner and the limited partners have the right to replace the general partner or liquidate the funds;

    certain investment funds for which the Company provides investment management services and personal estate trusts for which the Company provides administrative, trustee and/or investment management services;

    VIEs structured by third parties where the Company holds securities in inventory. These investments are made on arm's-length terms; and

    certain positions in mortgage-backed and asset-backed securities held by the Company, which are classified asTrading account assets orInvestments, where the Company has no other involvement with the related securitization entity. For more information on these positions, please see Notes 9 and 10 to the consolidated financial statements.

        Prior to January 1, 2010, the table did not include:

    assets transferred assets to a VIE where the transfer did not qualify as a sale and where the Company did not have any other involvement that is deemed to be a variable interest with the VIE. These transfers are accounted for as secured borrowings by the Company.

        The asset balances for consolidated VIEs represent the carrying amounts of the assets consolidated by the Company. The carrying amount may represent the amortized cost or the current fair value of the assets depending on the legal form of the asset (e.g., security or loan) and the Company's standard accounting policies for the asset type and line of business.

        The asset balances for unconsolidated VIEs where the Company has significant involvement represent the most current information available to the Company. In most cases, the asset balances represent an amortized cost basis without regard to impairments in fair value, unless fair value information is readily available to the Company. For VIEs that obtain asset exposures synthetically through derivative instruments (for example, synthetic CDOs), the Companytable includes the full original notional amount of the derivative as an asset.

        The maximum funded exposure represents the balance sheet carrying amount of the Company's investment in the VIE. It reflects the initial amount of cash invested in the VIE plus any accrued interest and is adjusted for any impairments in value recognized in earnings and any cash principal payments received. The maximum exposure of unfunded positions represents the remaining undrawn committed amount, including liquidity and credit facilities provided by the Company, or the notional amount of a derivative instrument considered to be a variable interest, adjusted for any declines in fair value recognized in earnings. In certain transactions, the Company has entered into derivative instruments or other arrangements that are not considered variable interests in the VIE under FIN 46(R) (e.g., interest rate swaps, cross-currency swaps, or where the Company is the purchaser of credit protection under a credit default swap or total return swap where the Company pays the total return on certain assets to the SPE). Receivables under such arrangements are not included in the maximum exposure amounts.

Funding Commitments for Significant Unconsolidated VIEs—Liquidity Facilities and Loan Commitments

        The following table presents the notional amount of liquidity facilities and loan commitments that are classified as funding commitments in the SPE table as of March 31, 2010:

In millions of dollars Liquidity Facilities Loan Commitments 

Citicorp

       

Citi-administered asset-backed commercial paper conduits (ABCP)

 $7,900 $ 

Third-party commercial paper conduits

  344   

Asset-based financing

  4  487 

Municipal securities tender option bond trusts (TOBs)

  6,411   

Municipal investments

    615 

Other

    46 
      

Total Citicorp

 $14,659 $1,148 
      

Citi Holdings

       

Third-party commercial paper conduits

 $252 $ 

Collateralized loan obligations (CLOs)

    13 

Asset-based financing

    1,251 

Municipal investments

    124 

Investment Funds

    19 

Other

    228 
      

Total Citi Holdings

 $252 $1,635 
      

Total Citigroup funding commitments

 $14,911 $2,783 
      

Table of Contents

Citicorp & Citi Holdings Consolidated VIEs—Balance Sheet ClassificationVIEs

        The following table presents the carrying amounts and classifications of consolidated assets that are collateral for consolidated VIE obligations:and SPE obligations.

In billions of dollars March 31,
2009
 December 31,
2008
 
Cash $0.9 $1.9 
Trading account assets  14.4  21.0 
Investments  16.6  15.8 
Loans  2.2  2.6 
Other assets  2.3  2.4 
      
Total assets of consolidated VIEs $36.4 $43.7 
      

        The following table presentsCompany engages in on-balance-sheet securitizations which are securitizations that do not qualify for sales treatment; thus, the carrying amounts and classification ofassets remain on the third-party liabilities of the consolidated VIEs:

In billions of dollars March 31,
2009
 December 31,
2008
 
Trading account liabilities $1.1 $0.5 
Short-term borrowings  16.6  17.0 
Long-term debt  5.9  6.8 
Other liabilities  0.8  3.0 
      
Total liabilities of consolidated VIEs $24.4 $27.3 
      

Company's balance sheet. The consolidated VIEs included in the table abovetables below represent hundreds of separate entities with which the Company is involved. In general, the third-party investors in the obligations of consolidated VIEs have legal recourse only to the assets of the VIEs and do not have such recourse to the Company, except where the Company has provided a guarantee to the investors or is the counterparty to certain derivative transactions involving the VIE. In addition, the assets are generally restricted only to pay such liabilities. Thus, the Company's maximum legal exposure to loss related to consolidated VIEs is significantly less than the carrying value of the consolidated VIE assets due to outstanding third-party financing. Intercompany assets and liabilities are excluded from the table. All assets are restricted from being sold or pledged as collateral. The cash flows from these assets are the only source used to pay down the associated liabilities, which are non-recourse to the Company's general assets.

 
 March 31, 2010 December 31, 2009 
In billions of dollars Citicorp Citi Holdings Citigroup Citicorp Citi Holdings Citigroup 

Cash

 $0.8 $2.0 $2.8 $ $1.4 $1.4 

Trading account assets

  5.7  5.0  10.7  3.7  9.5  13.2 

Investments

  9.9  1.0  10.9  9.8  2.8  12.6 

Total loans, net

  92.5  77.4  169.9  0.1  25.0  25.1 

Other

  1.5  1.1  2.6  1.9  1.3  3.2 
              

Total Assets

 $110.4 $86.5 $196.9 $15.5 $40.0 $55.5 
              

Short-term borrowings

 $41.5 $4.2 $45.7 $9.5 $2.6 $12.1 

Long-term debt

  57.8  55.8  113.6  4.6  21.2  25.8 

Other Liabilities

  1.5  1.0  2.5  0.1  3.6  3.7 
              

Total Liabilities

 $100.8 $61.0 $161.8 $14.2 $27.4 $41.6 
              

Citicorp & Citi Holdings Significant Interests in Unconsolidated VIEs—Balance Sheet Classification

        The following table presentstables present the carrying amounts and classification of significant interests in unconsolidated VIEs:

In billions of dollars March 31,
2009
 December 31,
2008
 
Trading account assets $5.8 $6.3 
Investments  8.8  11.0 
Loans  14.5  15.9 
Other assets  0.6  0.5 
      
Total assets of significant interest in consolidated VIEs $29.7 $33.7 
      


In billions of dollars March 31,
2009
 December 31,
2008
 
Trading account liabilities $0.0 $0.2 
Long-term debt  0.4  0.4 
Other liabilities  0.5  0.6 
      
Total liabilities of significant interest in consolidated VIEs $0.9 $1.2 
      
 
 March 31, 2010 December 31, 2009 
In billions of dollars Citicorp Citi Holdings Citigroup Citicorp Citi Holdings Citigroup 

Trading account assets

 $4.3 $4.2 $8.5 $3.2 $3.1 $6.3 

Investments

  3.0  7.2  10.2  2.0  7.3  9.3 

Loans

  1.9  9.8  11.7  2.3  10.5  12.8 

Other

  3.3  3.9  7.2  0.5  0.1  0.6 
              

Total Assets

 $12.5 $25.1 $37.6 $8.0 $21.0 $29.0 
              

Long-term debt

 $0.5 $ $0.5 $0.5 $ $0.5 

Other Liabilities

  0.4    0.4  0.3  0.2  0.5 
              

Total Liabilities

 $0.9 $ $0.9 $0.8 $0.2 $1.0 
              

Table of Contents

Credit Card Securitizations

        The Company securitizes credit card receivables through trusts whichthat are established to purchase the receivables. Citigroup sellstransfers receivables into the QSPE trusts on a non-recourse basis. Credit card securitizations are revolving securitizations; that is, as customers pay their credit card balances, the cash proceeds are used to purchase new receivables and replenish the receivables in the trust. Prior to 2010, such transfers were accounted for as sale transactions under SFAS 140 and, accordingly, the sold assets were removed from the consolidated balance sheet and a gain or loss was recognized in connection with the transaction. With the adoption of SFAS 166 and SFAS 167, beginning in 2010 the trusts are treated as consolidated entities, because, as servicer, Citigroup has power to direct the activities that most significantly impact the economic performance of the trusts and also holds a seller's interest and certain securities issued by the trusts, and provides liquidity facilities to the trusts, which could result in potentially significant losses or benefits from the trusts. Accordingly, the transferred credit card receivables are required to remain on the consolidated balance sheet with no gain or loss recognized. The debt issued by the trusts to third parties is included in the consolidated balance sheet.

The Company relies on securitizations to fund a significant portion of its managedcredit card businesses in North America Cards business.

America. The following table reflects amounts related to the Company's securitized credit card receivables at March 31, 2009 and December 31, 2008:receivables:

In billions of dollars March 31,
2009
 December 31,
2008
 
Principal amount of credit card receivables in trusts $117.9 $123.9 
      
Ownership interests in principal amount of trust credit card receivables:       
Sold to investors via trust-issued securities  97.5  98.2 
Retained by Citigroup as trust-issued securities  7.8  6.5 
Retained by Citigroup via non-certificated interests recorded as consumer loans  12.6  19.2 
      
Total ownership interests in principal amount of trust credit card receivables $117.9 $123.9 
      
Other amounts recorded on the balance sheet related to interests retained in the trusts:       
Other retained interests in securitized assets $4.0 $3.1 
Residual interest in securitized assets(1)  1.5  1.7 
Amounts payable to trusts  2.5  1.7 
      

 
 Citicorp Citi Holdings 
In billions of dollars March 31,
2010
 December 31,
2009
 March 31,
2010
 December 31,
2009
 

Principal amount of credit card receivables in trusts

 $72.2 $78.8 $38.3 $42.3 
          

Ownership interests in principal amount of trust credit card receivables

             
 

Sold to investors via trust-issued securities

  56.0  66.5  20.1  28.2 
 

Retained by Citigroup as trust-issued securities

  4.9  5.0  8.3  10.1 
 

Retained by Citigroup via non-certificated interests

  11.3  7.3  9.9  4.0 
          

Total ownership interests in principal amount of trust credit card receivables

 $72.2 $78.8 $38.3 $42.3 
          

Other amounts recorded on the balance sheet related to interests retained in the trusts

             
 

Other retained interests in securitized assets

  NA $1.4  NA $1.6 
 

Residual interest in securitized assets(1)

  NA  0.3  NA  1.2 
 

Amounts payable to trusts

  NA  1.2  NA  0.8 
          

(1)
IncludesDecember 31, 2009 balances include net unbilled interest in sold balances of $0.6$0.3 billion for Citicorp and $0.6$0.4 billion as of March 31, 2009 and December 31, 2008, respectively.for Citi Holdings.

Credit Card Securitizations—Citicorp

        The Company recorded net gains (losses) from securitization of credit card receivables of $35 million and $221$99 million during the three months ended March 31, 2009 and 2008, respectively.2009. Net gains (losses) reflect the following:

    incremental gains (losses) from new securitizations;

    the reversal of the allowance for loan losses associated with receivables sold;

    net gains on replenishments of the trust assets offset by other-than-temporary impairments; and

    changes in fair value for the portion of the residual interest classified as trading assets.

        The following table summarizes selected cash flow information related to Citicorp's credit card securitizations for the three months ended March 31, 20092010 and 2008:2009:

In billions of dollars March 31,
2009
 March 31,
2008
 
Proceeds from new securitizations $12.9 $10.0 
Proceeds from collections reinvested in new receivables  47.0  55.0 
Contractual servicing fees received  0.5  0.5 
Cash flows received on retained interests and other net cash flows  1.5  2.0 
      

In billions of dollars 2010 2009 

Proceeds from new securitizations

 $ $3.5 

Pay down of maturing notes

  (10.5) N/A 

Proceeds from collections reinvested in new receivables

  N/A  35.4 

Contractual servicing fees received

  N/A  0.3 

Cash flows received on retained interests and other net cash flows

  N/A  0.9 

        Key assumptions used in measuringN/A—Not applicable due to the fair valueadoption of retained interests at the date of sale or securitization of credit card receivables for the three months ended March 31, 2009 and 2008, respectively, are as follows:SFAS 166/167

 
 March 31,
2009
 March 31,
2008
Discount rate 19.7% 17.9%
Constant prepayment rate 6.0% to 11.0% 7.5% to 11.6%
Anticipated net credit losses 12.6% 7.2%
     

        The constant prepayment rate assumption range reflects the projected payment rates over the life of a credit card balance, excluding new card purchases. This results in a high payment in the early life of the securitized balances followed by a much lower payment rate, which is depicted in the disclosed range.

        The effect of two negative changes in each of the key assumptions used to determine the fair value of retained interests is required to be disclosed. The negative effect of each change must be calculated independently, holding all other assumptions constant. Because the key assumptions may not in fact be independent, the net effect of simultaneous adverse changes in the key assumptions may be less than the sum of the individual effects shown below.

        At March 31, 2009, the key assumptions used to value retained interests and the sensitivity of the fair value to adverse changes of 10% and 20% in each of the key assumptions were as follows:


March 31,
2009
Discount rate19.7%
Constant prepayment rate6.0% to 10.7%
Anticipated net credit losses12.6%
Weighted average life11.7 months


In millions of dollars Residual
interest
 Retained
certificates
 Other
retained
interests
 
Carrying value of retained interests $904 $7,446 $4,641 
        
Discount rates          
 Adverse change of 10% $(42)$(84)$(6)
 Adverse change of 20%  (83) (167) (12)
Constant prepayment rate          
 Adverse change of 10% $(82)$ $ 
 Adverse change of 20%  (156)    
Anticipated net credit losses          
 Adverse change of 10% $(378)$ $(77)
 Adverse change of 20%  (747)   (154)
        

Table of Contents

Managed Loans

        As previously mentioned, prior to 2010, securitized receivables were treated as sold and removed from the balance sheet. Beginning in 2010, all securitized credit card receivables are included in the consolidated balance sheet. Accordingly, the Managed-basis (Managed) presentation is only relevant prior to 2010.

        After securitization of credit card receivables, the Company continues to maintain credit card customer account relationships and provides servicing for receivables transferred to the trusts. As a result, the Company considers the securitized credit card receivables to be part of the business it manages.

        Managed-basis presentations are non-GAAP financial measures. Managed presentations include results from both the on-balance-sheet loans and off-balance-sheet loans, and exclude the impact of card securitization activity. Managed presentations assume that securitized loans have not been sold and present the results of the securitized loans in the same manner as Citigroup's owned loans. Citigroup's management believes that Managed presentations provide a greater understanding of ongoing operations and enhance comparability of those results in prior periods as well as demonstrating the effects of unusual gains and charges in the current period. Management further believes that a meaningful analysis of the Company's financial performance requires an understanding of the factors underlying that performance and that investors find it useful to see these non-GAAP financial measures to analyze financial performance without the impact of unusual items that may obscure trends in Citigroup's underlying performance.

Managed Loans—Citicorp

The following tables present a reconciliation between the managedManaged basis and on-balance sheeton-balance-sheet credit card portfolios and the related delinquencies (loans which are 90 days or more past due) and credit losses, net of recoveries.

In millions of dollars, except loans in billions March 31,
2009
 December 31,
2008
 
Loan amounts, at period end       
On balance sheet $75.2 $87.5 
Securitized amounts  106.0  105.9 
Loans held-for-sale     
      
Total managed loans $181.2 $193.4 
      
Delinquencies, at period end       
On balance sheet $2,583 $2,490 
Securitized amounts  3,138  2,655 
Loans held-for-sale     
      
Total managed delinquencies $5,721 $5,145 
      

In millions of dollars, except loans in billions March 31,
2010
 December 31,
2009
 

Loan amounts, at period end

       

On balance sheet

 $110.2 $44.8 

Securitized amounts

    72.6 
      

Total managed loans

 $110.2 $117.4 
      

Delinquencies, at period end

       

On balance sheet

 $3,142 $1,165 

Securitized amounts

    2,121 
      

Total managed delinquencies

 $3,142 $3,286 
      

 

Credit losses, net of recoveries, for the quarter ended March 31, 2009 2008 
On balance sheet $1,943 $1,248 
Securitized amounts  2,549  1,591 
Loans held-for-sale     
      
Total managed $4,492 $2,839 
      

Credit losses, net of recoveries, for the
quarter ended March 31,
 2010 2009 

On balance sheet

 $2,749 $836 

Securitized amounts

    1,491 
      

Total managed

 $2,749 $2,327 
      

Credit Card Securitizations—Citi Holdings

        The Company recorded net gains (losses) from securitization of Citi Holdings' credit card receivables of $(64) million for the three months ended March 31, 2009.

        The following table summarizes selected cash flow information related to Citi Holdings' credit card securitizations for the three months ended March 31, 2010 and 2009:

In billions of dollars 2010 2009 

Proceeds from new securitizations

 $1.7 $10.1 

Pay down of maturing notes

  (9.8) N/A 

Proceeds from collections reinvested in new receivables

  N/A  11.6 

Contractual servicing fees received

  N/A  0.2 

Cash flows received on retained interests and other net cash flows

  N/A  0.6 
      

N/A—Not applicable due to the adoption of SFAS 166/167

Managed Loans—Citi Holdings

        The following tables present a reconciliation between the Managed basis and on-balance-sheet credit card portfolios and the related delinquencies (loans which are 90 days or more past due) and credit losses, net of recoveries.

In millions of dollars,
except loans in billions
 March 31,
2010
 December 31,
2009
 

Loan amounts, at period end

       

On balance sheet

 $59.0 $27.0 

Securitized amounts

    38.8 
      

Total managed loans

 $59.0 $65.8 
      

Delinquencies, at period end

       

On balance sheet

 $2,279 $1,250 

Securitized amounts

    1,326 
      

Total managed delinquencies

 $2,279 $2,576 
      


Credit losses, net of recoveries, for the
quarter ended March 31,
 2010 2009 

On balance sheet

 $2,126 $1,107 

Securitized amounts

    1,058 
      

Total managed credit losses

 $2,126 $2,165 
      

Funding, Liquidity Facilities and Subordinated Interests

        Citigroup securitizes credit card receivables through three securitization trusts. The trusts are funded through a mix of sources, including commercial paper and medium- and long-term notes. Term notes can be issued at a fixed or floating rate.

        During the first quarter of 2009, the credit card securitization trusts increased their participation in certain government programs aimed at financing the purchase of asset-backed securities. As of March 31, 2009, the OmniCitibank Credit Card Master Trust (the "Omni("Master Trust") had approximately $14.9 billion, which is part of commercial paper outstanding, issued directly or indirectly through the Commercial Paper Funding Facility (CPFF), up from $6.9 billion at December 31, 2008. In addition, during the first quarter of 2009,Citicorp, and the Citibank OMNI Master Trust ("Omni Trust") and Broadway Credit Card Trust (the "Master("Broadway Trust"), which are part of Citi Holdings.

        Master Trust issues fixed- and floating-rate term notes as well as commercial paper. Some of the term notes are issued a $3to multi-seller commercial paper conduits. In 2009, the Master Trust issued $4.3 billion term note throughof notes that are eligible for the Term Asset-Backed Securities Loan Facility (TALF), which was a new program, launchedwhere investors can borrow from the Federal Reserve using the trust securities as collateral. The weighted average maturity of the term notes issued by the governmentMaster Trust was 3.5 years as of March 31, 2010 and 3.6 years as of December 31, 2009. Beginning in 2010, the liabilities of the trusts are included in the Consolidated Balance Sheet.


Table of Contents

Master Trust liabilities (at par value)

In billions of dollars March 31,
2010
 December 31,
2009
 

Term notes issued to multi- seller CP conduits

 $0.2 $0.8 

Term notes issued to third parties

  48.8  51.2 

Term notes retained by Citigroup affiliates

  4.9  5.0 

Commercial paper

  7.0  14.5 
      

Total Master Trust liabilities

 $60.9 $71.5 
    �� 

        Both Omni and Broadway Trusts issue fixed- and floating-rate term notes, some of which are purchased by multi-seller commercial paper conduits. The Omni Trust also issues commercial paper. During 2009, a portion of the Omni Trust commercial paper had been purchased by the Federal Reserve's Commercial Paper Funding Facility (CPFF). In addition, some of the multi-seller conduits that hold Omni Trust term notes had placed commercial paper with CPFF. No Omni trust liabilities were funded through CPFF as of March 31, 2010. The total amount of Omni Trust liabilities funded directly or indirectly through the CPFF was $2.5 billion at December 31, 2009.

        CitigroupThe weighted average maturity of the third-party term notes issued by the Omni Trust was 2.0 years as of March 31, 2010 and December 31, 2009. The weighted average maturity of the third-party term notes issued by the Broadway Trust was 2.3 years as of March 31, 2010 and 2.5 years as of December 31, 2009.

Omni Trust liabilities (at par value)

In billions of dollars March 31,
2010
 December 31,
2009
 

Term notes issued to multi- seller commercial paper conduits

 $9.4 $13.1 

Term notes issued to third parties

  9.2  9.2 

Term notes retained by Citigroup affiliates

  8.0  9.8 

Commercial paper

    4.4 
      

Total Omni Trust liabilities

 $26.6 $36.5 
      

Broadway Trust liabilities (at par value)

In billions of dollars March 31,
2010
 December 31,
2009
 

Term notes issued to multi- seller commercial paper conduits

 $0.5 $0.5 

Term notes issued to third parties

  1.0  1.0 

Term notes retained by Citigroup affiliates

  0.3  0.3 
      

Total Broadway Trust liabilities

 $1.8 $1.8 
      

        Citibank (South Dakota), N.A. is the sole provider of full liquidity facilities to the commercial paper programs of the two primary securitization trusts with which it transacts.Master and Omni Trusts. Both of these facilities, which represent contractual obligations on the part of CitigroupCitibank (South Dakota), N.A. to provide liquidity for the issued commercial paper, are made available on market terms to each of the trusts. The liquidity facilities require Citibank (South Dakota), N.A. to purchase the commercial paper issued by each trust at maturity, if the commercial paper does not roll over, as long as there are available credit enhancements outstanding, typically in the form of subordinated notes. As there was no Omni trust commercial paper outstanding as of March 31, 2010, there was no liquidity commitment at that time. The liquidity commitment related to the Omni Trust commercial paper programs amounted to $12.5 billion at March 31, 2009 and $8.5$4.4 billion at December 31, 2008, respectively.2009. The liquidity commitment related to the Master Trust commercial paper program amounted to $11$7.0 billion at both March 31, 20092010 and $14.5 billion at December 31, 2008.2009. As of March 31, 20092010 and December 31, 2008,2009, none of the liquidity commitments were drawn. During the second quarter of 2009, $4 billion of the OmniMaster Trust liquidity facilitycommitment was drawn.

        In addition, Citibank (South Dakota), N.A. provideshad provided liquidity to a third-party, non-consolidated multi-seller commercial paper conduit, which is not a VIE. The commercial paper conduit hashad acquired notes issued by the Omni Trust. Citibank (South Dakota), N.A. provides the liquidity facility on market terms. Citibank (South Dakota), N.A. will be required to act in its capacity as liquidity provider as long as there are available credit enhancements outstanding and if: (1) the conduit is unable to roll over its maturing commercial paper; or (2) Citibank (South Dakota), N.A. loses its A-1/P-1 credit rating. The liquidity commitment to the third partythird-party conduit was $6.1 billion at March 31, 2009 and $4$2.5 billion at December 31, 2008. As2009, of March, 31, 2009 and December 31, 2008,which none of this liquidity commitment was drawn.

        AllDuring 2009, all three of Citigroup's primary credit card securitization trusts—Master Trust, Omni Trust, and Broadway Trust—have had bonds placed on ratings watch by rating agencies. The Master Trust and Broadway Trust had bonds placed on ratings watch with negative implications during the first quarter of 2009.by rating agencies. As a result of the ratings watch status, certain actions were taken or announcedby Citi with respect to each of the Master Trust. Thetrusts. In general, the actions subordinated certain senior interests in the trust assets that were retained by Citigroup,Citi, which effectively placed these interests below investor interests in terms of priority of payment. While the Omni Trust bonds had not been placed on ratings watch status until April 2009, the Omni Trust had nonetheless previously issued a subordinated note with a face amount of $265 million in October 2008 to Citibank (South Dakota) N.A., in order to avert a downgrade of its outstanding AAA and A securities. The Federal Reserve concluded that as

        As a result of these actions, commencing withbased on the first quarter of 2009,applicable regulatory capital rules, Citigroup is also required to includebegan including the sold assets for all three of the Master and Omnicredit card securitization trusts in its risk-weighted assets for purposes of calculating its risk-based capital ratios.ratios during 2009. The increase in risk-weighted assets occurred in the quarter during 2009 in which the respective actions took place. The effect of this decisionthese changes increased Citigroup's risk-weighted assets by approximately $82 billion, and decreased Citigroup's Tier 1 Capital ratio by approximately 100 bps,basis points each as of March 31, 2009. In April 2009, the Omni Trust issued $2.3 billion of additional subordinated bonds. The bonds were acquired by Citibank (South Dakota) N.A. The subordinated bonds were issued by the Omni Trust in responsewith respect to the ratings watch status.

        On April 30, 2009, the Broadway Trust issued a subordinated note with a face amount of $82 million. This note was acquired by Citibank, N.A. As with the Master and Omni trust actions, this action will also require theTrusts. The inclusion of the sold assets of the Broadway Trust inincreased Citigroup's risk-risk-weighted assets


weighted assets in the second quarterTable of 2009, thereby increasing Citigroup's risk-weighted assets Contents

by an additional approximately $900 million.

        In December 2008,million at June 30, 2009. With the excess spread for the Master Trust fell below the trigger level of 4.50%. Beginning in January 2009, this event required the excess cash in the Master Trust to be diverted to a spread account set aside for the benefitconsolidation of the investorstrusts, beginning in the Trust, instead of reverting back to Citigroup immediately. The excess spread is a measure of the profitability of2010 the credit card accountsreceivables that had previously been considered sold under SFAS 140 are now included in the Master Trust expressed as a percentConsolidated Balance Sheet and accordingly these assets continue to be included in Citigroup's risk-weighted assets. All bond ratings for each of the principal balance outstanding. In February 2009,trusts have been affirmed by the three-month average excess spread moved back above the trigger levelrating agencies and no downgrades have occurred as of 4.50%. As such, the funds that had been deposited into the spread account were released back to Citigroup.March 31, 2010.


Mortgage Securitizations

        The Company provides a wide range of mortgage loan products to a diverse customer base. In connection with the securitization of these loans, the Company's U.S. Consumer mortgage business retains the servicing rights, which entitle the Company to a future stream of cash flows based on the outstanding principal balances of the loans and the contractual servicing fee. Failure to service the loans in accordance with contractual requirements may lead to a termination of the servicing rights and the loss of future servicing fees. In non-recourse servicing, the principal credit risk to the Company is the cost of temporary advances of funds. In recourse servicing, the servicer agrees to share credit risk with the owner of the mortgage loans, such as FNMA or FHLMC, or with a private investor, insurer or guarantor. Losses on recourse servicing occur primarily when foreclosure sale proceeds of the property underlying a defaulted mortgage loan are less than the outstanding principal balance and accrued interest of the loan and the cost of holding and disposing of the underlying property. The Company's mortgage loan securitizations are primarily non-recourse, thereby effectively transferring the risk of future credit losses to the purchasers of the securities issued by the trust. Securities and Banking retains servicing for a limited number of its mortgage securitizations.

        The Company's Consumer business provides a wide range of mortgage loan products to its customers.        Once originated, the Company often securitizes these loans through the use of SPEs, which prior to 2010 were QSPEs. These QSPEsSPEs are funded through the issuance of Trust Certificates backed solely by the transferred assets. These certificates have the same average life as the transferred assets. In addition to providing a source of liquidity and less expensive funding, securitizing these assets also reduces the Company's credit exposure to the borrowers. These mortgage loan securitizations are primarily non-recourse, thereby effectively transferring the risk of future credit losses to the purchasers of the securities issued by the trust. However, the CompanyCompany's Consumer business generally retains the servicing rights and in certain instances retains investment securities, interest-only strips and residual interests in future cash flows from the trusts.Securities and Banking andSpecial Asset Pool retain servicing for a limited number of their mortgage securitizations.

        The Company securitizes mortgage loans generally through either a government-sponsored agency, such as Ginnie Mae, FNMA or Freddie Mac (U.S. agency–sponsored mortgages), or private label (Non-agency-sponsored mortgages) securitization. The Company is not the primary beneficiary of its U.S. agency-sponsored mortgage securitizations, because Citigroup does not have the power to direct the activities of the SPE that most significantly impact the entity's economic performance. Therefore, Citi does not consolidate these U.S. agency-sponsored mortgage securitizations. In certain instances, the Company has (1) the power to direct the activities and (2) the obligation to either absorb losses or right to receive benefits that could be potentially significant to its Non-agency-sponsored mortgage securitizations and therefore consolidates those SPEs as primary beneficiary. When both of these two characteristics are met, the Company consolidates the SPE.

Mortgage SecuritizationsCiticorp

        The following tables summarize selected cash flow information related to mortgage securitizations for the three monthsquarters ended March 31, 20092010 and 2008:2009:

 
 Three months ended
March 31, 2009
 
In billions of dollars U.S.
Consumer
mortgages
 Securities
and Banking
mortgages
 
Proceeds from new securitizations $20.0 $1.3 
Contractual servicing fees received  0.4   
Cash flows received on retained interests and other net cash flows  0.1   
      

 
 2010 2009 
In billions of dollars U.S. agency-
sponsored
mortgages
 Non-agency-
sponsored
mortgages
 Agency- and non-agency-
sponsored mortgages
 

Proceeds from new securitizations

 $10.6 $0.5 $1.3 

Contractual servicing fees received

  0.1     

Cash flows received on retained interests and other net cash flows

       
        


 
 Three months ended
March 31, 2008
 
In billions of dollars U.S.
Consumer
mortgages
 Securities
and Banking
mortgages
 
Proceeds from new securitizations $23.7 $2.0 
Contractual servicing fees received  0.4   
Cash flows received on retained interests and other net cash flows  0.2  0.1 
      

        The Company did not recognize gains (losses) on the securitization of U.S. Consumer mortgages in the first quarter of 2009. There were securitization gains of $2 million for the three months ended 2008.        Gains (losses) recognized on the securitization of Securities and Banking activitiesU.S. agency-sponsored mortgages during the three monthsfirst quarter of 2010 were $3 million. For the quarter ended March 31, 2010, gains (losses) recognized on the securitization of non-agency-sponsored mortgages were $1 million.

        Agency and non-agency securitization gains (losses) for the quarter ended March 31, 2009 and 2008 were $4$3 million and $4$15 million, respectively.

        Key assumptions used in measuring the fair value of retained interests at the date of sale or securitization of mortgage receivables for the three monthsquarters ended March 31, 20092010 and 20082009 are as follows:

 
 Three months ended
March 31, 2010
March 31, 2009
 
 U.S. agency-
Consumersponsored
mortgages
 SecuritiesNon-agency-
sponsored
mortgages
Agency- and Bankingnon-agency-
sponsored mortgages

Discount rate

 12.9%2.7% to 15.0%27.2% 2.9%2.2% to 52.2%44.8%0.0% to 29.6%

Constant prepayment rate

 6.4%4.4% to 18.2%28.0% 3.0% to 5.0%2.0% to 48.3%

Anticipated net credit losses

 0.1%0.0% 40.0% to 85.0%80.0%
 0.0% to 85.0%



Three months ended
March 31,2008

U.S.
Consumer
mortgages
Securities
and Banking
mortgages
Discount rate10.6% to 13.2%0.7% to 47.8%
Constant prepayment rate7.3% to 25.3%4.0% to 37.5%
Anticipated net credit losses20.0% to 85.0%

        The range in the key assumptions for retained interests in Securities and Banking is due to the different characteristics of the interests retained by the Company. The interests retained by Securities and Banking range from highly rated and/or senior in the capital structure to unrated and/or residual interests.

        The effect of two negativeadverse changes of 10% and 20% in each of the key assumptions used to determine the fair value of retained interests is required to be disclosed.disclosed below. The negative effect of each change mustis calculated independently, holding all other assumptions constant. Because the key assumptions may not in fact be independent, the net effect of simultaneous adverse changes in the key assumptions may be less than the sum of the individual effects shown below.


Table of Contents

        At March 31, 2010, the key assumptions used to value retained interests and the sensitivity of the fair value to adverse changes of 10% and 20% in each of the key assumptions were as follows:


March 31, 2010

U.S. agency-
sponsored mortgages
Non-agency-
sponsored mortgages

Discount rate

2.7% to 27.2%2.2% to 44.8%

Constant prepayment rate

9.9% to 28.0%3.0% to 9.8%

Anticipated net credit losses

0.0%0.0% to 80.0%


In millions of dollars U.S. agency-
sponsored mortgages
 Non-agency-
sponsored mortgages
 

Carrying value of retained interests

 $2,755 $728 
      

Discount rates

       
 

Adverse change of 10%

 $(99)$(21)
 

Adverse change of 20%

  (192) (41)
      

Constant prepayment rate

       
 

Adverse change of 10%

 $(114)$(9)
 

Adverse change of 20%

  (220) (19)
      

Anticipated net credit losses

       
 

Adverse change of 10%

 $(1)$(33)
 

Adverse change of 20%

  (2) (61)
      

Mortgage Securitizations—Citi Holdings

        The following tables summarize selected cash flow information related to mortgage securitizations for the quarters ended March 31, 2010 and 2009:

 
 2010 2009 
In billions of dollars U.S. agency-
sponsored mortgages
 Non-agency-
sponsored mortgages
 Agency- and Non-agency-
sponsored mortgages
 

Proceeds from new securitizations

 $ $ $20.0 

Contractual servicing fees received

  0.2    0.4 

Cash flows received on retained interests and other net cash flows

      0.1 
        

        The Company did not recognize gains (losses) on the securitization of U.S. agency- and Non-agency-sponsored mortgages in the quarters ended March 31, 2010 and 2009.

        Key assumptions used in measuring the fair value of retained interests at the date of sale or securitization of mortgage receivables for the quarters ended March 31, 2010 and 2009 are as follows:


20102009

U.S. agency-
sponsored mortgages
Non-agency
sponsored mortgages
Agency- and Non-agency-
sponsored mortgages

Discount rate

N/AN/A0.0% to 52.2%

Constant prepayment rate

N/AN/A2.0% to 18.2%

Anticipated net credit losses

N/AN/A0.1% to 85.0%

N/A Not applicable


Table of Contents

        The range in the key assumptions is due to the different characteristics of the interests retained by the Company. The interests retained range from highly rated and/or senior in the capital structure to unrated and/or residual interests.

        The effect of adverse changes of 10% and 20% in each of the key assumptions used to determine the fair value of retained interests is disclosed below. The negative effect of each change is calculated independently, holding all other assumptions constant. Because the key assumptions may not in fact be independent, the net effect of simultaneous adverse changes in the key assumptions may be less than the sum of the individual effects shown below.

        At March 31, 2009,2010, the key assumptions used to value retained interests and the sensitivity of the fair value to adverse changes of 10% and 20% in each of the key assumptions were as follows:

 
 March 31, 20092010
 
 U.S. Consumeragency-
sponsored mortgages
 Securities andNon-agency-
Bankingsponsored mortgages

Discount rate

  11.212.1%2.9%2.2% to 52.2%44.8%

Constant prepayment rate

  28.614.8%2.0%5.0% to 48.3%12.6%

Anticipated net credit losses

  0.10.0%40.0%0.1% to 85.0%70.0%

Weighted average life

6.2 years0.1 to 9.4 years

 

In millions of dollars U.S. Consumer
mortgages
 Securities and
Banking mortgages
 

Carrying value of retained interests

 $6,755 $1,158 
      

Discount rates

       
 

Adverse change of 10%

 $(154)$(30)
 

Adverse change of 20%

  (300) (63)

Constant prepayment rate

       
 

Adverse change of 10%

 $(462)$(8)
 

Adverse change of 20%

  (877) (17)

Anticipated net credit losses

       
 

Adverse change of 10%

 $(21)$(39)
 

Adverse change of 20%

  (42) (75)
      

In millions of dollars U.S. agency-
sponsored mortgages
 Non-agency-
sponsored mortgages
 

Carrying value of retained interests

 $3,634 $514 
      

Discount rates

       
 

Adverse change of 10%

 $(146)$(33)
 

Adverse change of 20%

  (282) (64)
      

Constant prepayment rate

       
 

Adverse change of 10%

 $(206)$(32)
 

Adverse change of 20%

  (396) (63)
      

Anticipated net credit losses

       
 

Adverse change of 10%

 $(8)$(36)
 

Adverse change of 20%

  (16) (70)
      

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Mortgage Servicing Rights

        In connection with the securitization of mortgage loans, the Company's U.S. Consumer mortgage business retains the servicing rights, which entitle the Company to a future stream of cash flows based on the outstanding principal balances of the loans and the contractual servicing fee. Failure to service the loans in accordance with contractual requirements may lead to a termination of the servicing rights and the loss of future servicing fees.

        The fair value of capitalized mortgage loan servicing rights (MSR)(MSRs) was $5.5$6.4 billion and $7.7$5.5 billion at March 31, 20092010 and 2008,2009, respectively. The MSRs correspond to principal loan balances of $610$542 billion and $626$610 billion as of March 31, 20092010 and 2008,2009, respectively. The following table summarizes the changes in capitalized MSRs for the three monthsquarters ended March 31, 20092010 and 2008:2009:

In millions of dollars 2009 2008 
Balance, beginning of year $5,657 $8,380 
Originations  235  345 
Purchases    1 
Changes in fair value of MSRs due to changes in inputs and assumptions  174  (561)
Transfer to Trading account assets    (104)
Other changes(1)  (585) (345)
      
Balance, end of year $5,481 $7,716 
      

In millions of dollars 2010 2009 

Balance, beginning of year

 $6,530 $5,657 

Originations

  152  235 

Changes in fair value of MSRs due to changes in inputs and assumptions

  90  174 

Other changes(1)

  (333) (585)
      

Balance, as of March 31

 $6,439 $5,481 
      

(1)
Represents changes due to customer payments and passage of time.

        The market for MSRs is not sufficiently liquid to provide participants with quoted market prices. Therefore, the Company uses an option-adjusted spread valuation approach to determine the fair value of MSRs. This approach consists of projecting servicing cash flows under multiple interest rate scenarios and discounting these cash flows using risk-adjusted discount rates. The key assumptions used in the valuation of MSRs include mortgage prepayment speeds and discount rates. The model assumptions and the MSRs' fair value estimates are compared to observable trades of similar MSR portfolios and interest-only security portfolios, as available, as well as to MSR broker valuations and industry surveys. The cash flow model and underlying prepayment and interest rate models used to value these MSRs are subject to validation in accordance with the Company's model validation policies.

        The fair value of the MSRs is primarily affected by changes in prepayments that result from shifts in mortgage interest rates. In managing this risk, the Company economically hedges a significant portion of the value of its MSRs through the use of interest rate derivative contracts, forward purchase commitments of mortgage-backed securities and purchased securities classified as trading.

        The Company receives fees during the course of servicing previously securitized mortgages. The amountamounts of these fees for the three monthsquarters ended March 31, 20092010 and 20082009 were as follows:

In millions of dollars 2009 2008 
Servicing fees $429 $411 
Late fees  25  26 
Ancillary fees  20  17 
      
Total MSR fees $474 $454 
      

In millions of dollars 2010 2009 

Servicing fees

 $369 $429 

Late fees

  23  25 

Ancillary fees

  39  20 
      

Total MSR fees

 $431 $474 
      

        These fees are classified in the Consolidated Statement of Income asCommissions and fees.


Student Loan Securitizations

        The Company indirectly owns, through Citibank, N.A., 80% of the outstanding common stock of The Student Loan Corporation (SLC), which is located within Citi Holdings—Local Consumer Lending. Through this business, the Company maintains programs to securitize certain portfolios of student loan assets. Under the Company'sthese securitization programs, transactions qualifying as sales are off-balance sheet transactions in which the loans are removed from the Consolidated Financial Statements of the Company and sold to a QSPE. These QSPEsVIEs (some of them being former QSPEs), which are funded through the issuance of pass-through term notes collateralized solely by the trust assets. For off-balance sheet

        The Company has (1) the power to direct the activities of these VIEs that most significantly impact their economic performance and (2) the obligation to either absorb losses or the right to receive benefits that could be potentially significant to the VIEs.

        As a result of the adoption of SFAS 166 and SFAS 167, the Company consolidated all student loan trusts that were formerly QSPEs, as well as newly created securitization VIEs, as the primary beneficiary. Prior to the adoption of SFAS 166 and SFAS 167, the student loan securitizations through QSPEs were accounted for as off-balance-sheet securitizations, with the Company generally retains interestsretaining interest in the form of subordinated residual interests (i.e., interest-onlyinterest only strips) and servicing rights.

        Under terms of the trust arrangements, the Company has no obligationsobligation to provide financial support and has not provided such support. A substantial portion of the credit risk associated with the securitized loans has been transferred to third-party guarantors or insurers either under the Federal Family Education Loan Program (FFEL Program), authorized by the U.S. Department of Education under the Higher Education Act of 1965, as amended, or through private credit insurance. On March 30, 2010, the Health Care and Education Reconciliation Act of 2010 was signed into law, which eliminated new FFEL Program loan originations. Effective July 1, 2010, in compliance with this regulatory change, SLC will cease originating new FFEL Program loans. This change is not currently anticipated to materially impact the Company's financial statements.

        The following table summarizes selected cash flow information related to student loan securitizations for the three months ended March 31, 20092010 and 2008:2009:

In billions of dollars March 31,
2009
 March 31,
2008
 
Cash flows received on retained interests and other net cash flows $0.1 $ 
      

        At March 31, 2009, the key assumptions used to value retained interests and the sensitivity of the fair value to adverse changes of 10% and 20% in each of the key assumptions were as follows:


Retained interests
Discount rate10.8% to 15.8%
Constant prepayment rate0.6% to 6.8%
Anticipated net credit losses0.2% to 1.6%


In millions of dollars Retained interests 
Carrying value of retained interests $841 
Discount rates    
 Adverse change of 10% $(27)
 Adverse change of 20%  (51)
Constant prepayment rate    
 Adverse change of 10% $(9)
 Adverse change of 20%  (17)
Anticipated net credit losses    
 Adverse change of 10% $(7)
 Adverse change of 20%  (13)
    
In billions of dollars 2010 2009 

Cash flows received on retained interests and other net cash flows

 $ $0.1 
      

On-Balance Sheet Securitizations

        The Company engages in on-balance sheet securitizations. These are securitizations that do not qualify for sales treatment; thus, the assets remain on the Company's balance sheet. The following table presents the carrying amounts and classification of consolidated assets and liabilities transferred in transactions from the Consumer credit card, student loan, mortgage and auto businesses, accounted for as secured borrowings:

In billions of dollars March 31,
2009
 December 31,
2008
 
Cash $0.4 $0.3 
Available-for-sale securities  0.4  0.1 
Loans  9.4  7.5 
Allowance for loan losses  (0.1) (0.1)
      
Total assets $10.1 $7.8 

Long-term debt

 

$

8.0

 

$

6.3

 
Other liabilities  0.1  0.3 
      
Total liabilities $8.1 $6.6 
      

        All assets are restricted from being sold or pledged as collateral. The cash flows from these assets are the only source used to pay down the associated liabilities, which are non-recourse to the Company's general assets.

Citi-Administered Asset-Backed Commercial Paper Conduits

        The Company is active in the asset-backed commercial paper conduit business as administrator of several multi-seller commercial paper conduits, and also as a service provider to single-seller and other commercial paper conduits sponsored by third parties.

        The multi-seller commercial paper conduits are designed to provide the Company's customers access to low-cost funding in the commercial paper markets. The conduits purchase assets from or provide financing facilities to customers and are funded by issuing commercial paper to third-party investors. The conduits generally do not purchase assets originated by the Company. The funding of the conduit is facilitated by the liquidity support and credit enhancements provided by the Company.


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        As administrator to the conduits, the Company is generally responsible for selecting and structuring of assets purchased or financed by the conduits, making decisions regarding the funding of the conduits, including determining the tenor and other features of the commercial paper issued, monitoring the quality and performance of the conduits' assets, and facilitating the operations and cash flows of the conduits. In return, the Company earns structuring fees from customers for individual transactions and earns an administration fee from the conduit, which is equal to the income from client program and liquidity fees of the conduit after payment of interest costs and other fees. This administration fee is fairly stable, since most risks and rewards of the underlying assets are passed back to the customers and, once the asset pricing is negotiated, most ongoing income, costs and fees are relatively stable as a percentage of the conduit's size.

        The conduits administered by the Company do not generally invest in liquid securities that are formally rated


by third parties. The assets are privately negotiated and structured transactions that are designed to be held by the conduit, rather than actively traded and sold. The yield earned by the conduit on each asset is generally tied to the rate on the commercial paper issued by the conduit, thus passing interest rate risk to the client. Each asset purchased by the conduit is structured with transaction-specific credit enhancement features provided by the third-party seller, including over-collateralization,over collateralization, cash and excess spread collateral accounts, direct recourse or third-party guarantees. These credit enhancements are sized with the objective of approximating a credit rating of A or above, based on the Company's internal risk ratings.

        Substantially all of the funding of the conduits is in the form of short-term commercial paper, with a weighted average life generally ranging from 30-4530 to 45 days. As of March 31, 2009,2010 and December 31, 2008,2009, the weighted average life of the commercial paper issued by consolidated and unconsolidated conduits was approximately 3348 days and 3730 days, respectively. In addition, as of March 31, 2010 the conduits have issued subordinate loss notes and equity with a notional amount of approximately $80$39 million and varying remaining tenors ranging from three months1 day to six5 years.

        The primary credit enhancement provided to the conduit investors is in the form of transaction-specific credit enhancement described above. In addition, there are generally two additional forms of credit enhancement that protect the commercial paper investors from defaulting assets. First, the subordinate loss notes issued by each conduit absorb any credit losses up to their full notional amount. It is expected that the subordinate loss notes issued by each conduit are sufficient to absorb a majority of the expected losses from each conduit, thereby making the single investor in the Subordinate Loss Note the primary beneficiary under FIN 46(R). Second, each conduit has obtained a letter of credit from the Company, which is generally 8-10% of the conduit's assets. The letters of credit provided by the Company to the consolidated conduits total approximately $5.5 billion and are included in the Company's maximum exposure to loss.$3.4 billion. The net result across all multi-seller conduits administered by the Company is that, in the event defaulted assets exceed the transaction-specific credit enhancement described above, any losses in each conduit are allocated in the following order:

    Subordinatesubordinate loss note holders,

    the Company, and

    the commercial paper investors.

        The Company also provides the conduits with two forms of liquidity agreements that are used to provide funding to the conduits in the event of a market disruption, among other events. Each asset of the conduit is supported by a transaction-specific liquidity facility in the form of an asset purchase agreement (APA). Under the APA, the Company has agreed to purchase non-defaulted eligible receivables from the conduit at par. Any assets purchased under the APA are subject to increased pricing. The APA is not designed to provide credit support to the conduit, as it generally does not permit the purchase of defaulted or impaired assets and generally reprices the assets purchased to consider potential increased credit risk. The APA covers all assets in the conduits and is considered in the Company's maximum exposure to loss. In addition, the Company provides the conduits with program-wide liquidity in the form of short-term lending commitments. Under these commitments, the Company has agreed to lend to the conduits in the event of a short-term disruption in the commercial paper market, subject to specified conditions. The total notional exposure under the program-wide liquidity agreement for the Company's unconsolidated administered conduit is $11.3$0.6 billion and is considered in the Company's maximum exposure to loss. The Company receives fees for providing both types of liquidity agreement and considers these fees to be on fair market terms.

        Finally, the Company is one of several named dealers in the commercial paper issued by the conduits and earns a market-based fee for providing such services. Along with third-party dealers, the Company makes a market in the commercial paper and may from time to time fund commercial paper pending sale to a third party. On specific dates with less liquidity in the market, the Company may hold in inventory commercial paper issued by conduits administered by the Company, as well as conduits administered by third parties. The amount of commercial paper issued by its administered conduits held in inventory fluctuates based on market conditions and activity. As of March 31, 2009,2010, the Company owned $5 millionnone of the commercial paper issued by its unconsolidated administered conduits.conduit.

        FIN 46(R) requiresUpon adoption of SFAS 167 on January 1, 2010, with the exception of the government-guaranteed loan conduit described below, the asset-backed commercial paper conduits were consolidated by the Company. The Company determined that through its role as administrator it had the power to direct the activities that most significantly impacted the entities' economic performance. These powers included its ability to structure and approve the assets purchased by the conduits, its ongoing surveillance and credit mitigation activities, and its liability management. In addition, as a result of all the Company's involvement described above, it was concluded that the Company quantitativelyhad an economic interest that could potentially be significant.

        The Company administers one conduit that originates loans to third-party borrowers and those obligations are fully guaranteed primarily by AAA-rated government agencies that support export and development financing programs. The economic performance of this government-guaranteed loan conduit is most significantly impacted by the performance of its underlying assets. The guarantors must approve each loan held by the entity and the guarantors have the ability (through establishment of the servicing terms to direct default mitigation and to purchase defaulted loans) to manage the


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conduit's loans that become delinquent to improve the economic performance of the conduit. Because the Company does not have the power to direct the activities of this government-guaranteed loan conduit that most significantly impact the economic performance of the entity, it was concluded that the Company should not consolidate the entity. As of March 31, 2010, this unconsolidated government-guaranteed loan conduit held assets of approximately $7.9 billion.

        Prior to January 1, 2010, the Company was required to analyze the expected variability of the conduit quantitatively to determine whether the Company is the primary beneficiary of the conduit. The Company performsperformed this analysis on a quarterly basis and has concluded thatbasis. For conduits where the subordinate loss notes or third-party guarantees were sufficient to absorb a majority of the expected loss of the conduit, the Company isdid not consolidate. In circumstances where the subordinate loss notes or third-party guarantees were insufficient to absorb a majority of the expected loss, the Company consolidated the conduit as its primary beneficiary ofdue to the conduits as defined in FIN 46(R) and, therefore, does not consolidateadditional credit enhancement provided by the conduits it administers.Company. In conducting this analysis, the Company considers three primary sources of variability in the conduit: credit risk, interest-rateinterest rate risk and fee variability.

        The Company models the credit risk of the conduit's assets using a Credit Value at Risk (C-VaR) model. The C-VaR model considers changes in credit spreads (both within a rating class as well as due to rating upgrades and downgrades), name-specific changes in credit spreads, credit defaults and recovery rates and diversification effects of pools of financial assets. The model incorporates data from independent rating agencies as well as the Company's own proprietary information regarding spread changes, ratings transitions and losses given default. Using this credit data, a Monte Carlo simulation is performed to develop a distribution of credit risk for the portfolio of assets owned by each conduit, which is then applied on a probability-weighted basis to determine expected losses due to credit risk. In addition, the Company continuously monitors the specific credit characteristics of the conduit's assets and the current credit environment to confirm that the C-VaR model used continues to incorporate the Company's best information regarding the expected credit risk of the conduit's assets.

        The Company also analyzes the variability in the fees that it earns from the conduit using monthly actual historical cash flow data to determine average fee and standard deviation measures for each conduit. Because any unhedged interest rate and foreign-currency risk not contractually passed on to


customers is absorbed by the fees earned by the Company, the fee variability analysis incorporates those risks.

        The fee variability and credit risk variability are then combined into a single distribution of the conduit's overall returns. This return distribution is updated and analyzed on at least a quarterly basis to ensure that the amount of the subordinate loss notes issued to third parties is sufficient to absorb greater than 50% of the total expected variability in the conduit's returns. The expected variability absorbed by the subordinate loss note investors is therefore measured to be greater than the expected variability absorbed by the Company through its liquidity arrangements and other fees earned, and the investors in commercial paper and medium-term notes. While the notional amounts of the subordinate loss notes are quantitatively small compared to the size of the conduits, this is reflective of the fact that most of the substantive risks of the conduits are absorbed by the enhancements provided by the sellers (customers) and other third parties that provide transaction-level credit enhancement. Because FIN 46(R) requires these risks and related enhancements to be excluded from the analysis, the remaining risks and expected variability are quantitatively small. The calculation of variability under FIN 46(R) focuses primarily onexpected variability, rather than the risks associated with extreme outcomes (for example, large levels of default) that are expected to occur very infrequently. So while the subordinate loss notes are sized appropriately compared to expected losses as measured in FIN 46(R), they do not provide significant protection against extreme or unusual credit losses.

Third-Party Commercial Paper Conduits

        The Company also provides liquidity facilities to single- and multi-seller conduits sponsored by third parties. These conduits are independently owned and managed and invest in a variety of asset classes, depending on the nature of the conduit. The facilities provided by the Company typically represent a small portion of the total liquidity facilities obtained by each conduit, and are collateralized by the assets of each conduit. As of March 31, 2009,2010, the notional amount of these facilities was approximately $1.2 billion$827 million, and $2$231 million was funded under these facilities. The Company is not the party that has the power to direct the activities of these conduits that most significantly impact their economic performance and thus does not consolidate them.

Collateralized Debt and Loan Obligations

        A securitized collateralized debt obligation (CDO) is an SPE that purchases a pool of assets consisting of asset-backed securities and synthetic exposures through derivatives on asset-backed securities and issues multiple tranches of equity and notes to investors. A third-party asset manager is typically retained by the CDO to select the pool of assets and manage those assets over the term of the CDO. The Company earns fees for warehousing assets prior to the creation of a CDO, structuring CDOs and placing debt securities with investors. In addition, the Company has retained interests in many of the CDOs it has structured and makes a market in those issued notes.

        A cash CDO, or arbitrage CDO, is a CDO designed to take advantage of the difference between the yield on a portfolio of selected assets, typically residential mortgage-backed securities, and the cost of funding the CDO through the sale of notes to investors. "Cash flow" CDOs are vehicles in which the CDO passes on cash flows from a pool of assets, while "market value" CDOs pay to investors the market value of the pool of assets owned by the CDO at maturity. Both types of CDOs are typically managed by a third-party asset manager. In these transactions, all of the equity and notes issued by the CDO are funded, as the cash is needed to purchase the debt securities. In a typical cash CDO, a third-party investment manager selects a portfolio of assets, which the Company funds through a warehouse financing arrangement prior to the creation of the CDO. The Company then sells the debt securities to the CDO in exchange for cash raised through the issuance of notes. The Company's continuing involvement in cash CDOs is typically limited to investing in a portion of the notes or loans issued by the CDO and making a market in those securities, and acting as derivative counterparty for interest rate or foreign currency swaps used in the structuring of the CDO.

        A synthetic CDO is similar to a cash CDO, except that the CDO obtains exposure to all or a portion of the referenced assets synthetically through derivative instruments, such as credit default swaps. Because the CDO does not need to raise cash sufficient to purchase the entire referenced portfolio, a substantial portion of the senior tranches of risk is typically passed on to CDO investors in the form of unfunded liabilities or derivative instruments. Thus, the CDO writes credit protection on select referenced debt securities to the Company or third parties and the risk is then passed on to the CDO investors in the form of funded notes or purchased credit protection through derivative instruments. Any cash raised from investors is invested in a portfolio of collateral securities or investment contracts. The collateral is then used to support the CDO's obligations of the CDO on the credit default swaps written to counterparties. The Company's continuing involvement in synthetic CDOs generally includes purchasing credit protection through credit default swaps with the CDO, owning a portion of the capital structure of the CDO in the form of both unfunded derivative positions (primarily super seniorsuper-senior exposures discussed below) and funded notes, entering into interest-rate swap and total-return swap transactions with the CDO, lending to the CDO, and making a market in those funded notes.

        A securitized collateralized loan obligation (CLO) is substantially similar to the CDO transactions described above, except that the assets owned by the SPE (either cash instruments or synthetic exposures through derivative instruments) are corporate loans and to a lesser extent corporate bonds, rather than asset-backed debt securities.

        Where a CDO vehicle issues preferred shares, the preferred shares generally represent an insufficient amount of equity (less than 10%) and create the presumption that the preferred shares are insufficient to finance the entity's activities without subordinated financial support. In addition, although the preferred shareholders generally have full exposure to expected losses on the collateral and uncapped potential to receive expected residual rewards, it is not always clear whether they have the ability to make decisions about the entity that have a significant effect on the entity's financial results because of their limited role in making day-to-day decisions and their limited ability to remove the third-party asset manager. Because one or both of the above conditions will generally be met, we have assumed that, even where a CDO vehicle issued preferred shares, the vehicle should be classified as a VIE.


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Consolidation and subsequent deconsolidation of CDOs

        Substantially all of the CDOs that the Company is involved with are managed by a third-party asset manager. In general, the third-party asset manager, through its ability to purchase and sell assets or, where the reinvestment period of a CDO has expired, the ability to sell assets, will have the power to direct the activities of the vehicle that most significantly impact the economic performance of the CDO. However, where a CDO has experienced an event of default, the activities of the third-party asset manager may be curtailed and certain additional rights will generally be provided to the investors in a CDO vehicle, including the right to direct the liquidation of the CDO vehicle.

        The Company has retained significant portions of the "super senior""super-senior" positions issued by certain CDOs. These positions are referred to as "super senior""super-senior" because they represent the most senior positions in the CDO and, at the time of structuring, were senior to tranches rated AAA by independent rating agencies. These positions include facilities structured in the form of short-term commercial paper, where the Company wrote put options ("liquidity puts") to certain CDOs. Under the terms of the liquidity puts, if the CDO was unable to issue commercial paper at a rate below a specified maximum (generally LIBOR + 35bps35 bps to LIBOR + 40 bps), the Company


was obligated to fund the senior tranche of the CDO at a specified interest rate. As of March 31, 2009,2010, the Company had purchased all $25 billion of the commercial paper subject to these liquidity puts.

        Since the inception of many CDO transactions, the subordinate tranches of the CDOs have diminished significantly in value and in rating. The declines in value of the subordinate tranches and in the super seniorsuper-senior tranches indicate that the super seniorsuper-senior tranches are now exposed to a significant portion of the expected losses of the CDOs, based on current market assumptions.

        The Company evaluatesdoes not generally have the power to direct the activities of the vehicle that most significantly impact the economic performance of the CDOs as this power is held by the third-party asset manager of the CDO. As such, certain synthetic and cash CDOs that were consolidated under ASC 810, were deconsolidated upon the adoption of SFAS 167. The deconsolidation of certain synthetic CDOs resulted in the recognition of current receivables and payables related to purchased and written credit default swaps entered into by Citigroup with the CDOs, which had previously been eliminated upon consolidation of these transactionsvehicles.

        Where: (i) an event of default has occurred for consolidation when reconsideration events occur, as defined in FIN 46(R).

        Upon a reconsideration event,CDO vehicle, (ii) the Company has the unilateral ability to remove the third-party asset manager without cause or liquidate the CDO, and (iii) the Company has exposure to the vehicle that is potentially significant to the vehicle, the Company will consolidate the CDO. In addition, where the Company is at risk for consolidation only ifthe asset manager of the CDO vehicle and has exposure to the vehicle that is potentially significant, the Company owns a majoritywill generally consolidate the CDO.

        The net impact of either a single tranche or a groupadopting SFAS 167 for CDOs was an increase in the Company's assets of tranches that absorb$1.9 billion and liabilities of $1.9 billion as of January 1, 2010. During the remaining risk of the CDO. Due to reconsideration events during 2007 and 2008,quarter, the Company has consolidated 33 of5 CDO vehicles due to the 51 CDOs/CLOs in whichCompany's obtaining the Company holds a majority ofunilateral ability to remove the senior interests ofthird-party asset manager without cause or liquidate the transaction.

CDO. The Company continues to monitor its involvement in unconsolidated VIEs and ifVIEs. If the Company were to acquire additional interests in these vehicles, be provided the right to direct the activities of a VIE, or if the CDOs' contractual arrangements were to be changed to reallocate expected losses or residual returns among the various interest holders, the Company may be required to consolidate the CDOs. For cash CDOs, the net result of such consolidation would be to gross up the Company's balance sheet by the current fair value of the subordinate securities held by third parties, whichwhose amounts are not considered material. For synthetic CDOs, the net result of such consolidation may reduce the Company's balance sheet by eliminating intercompany derivative receivables and payables in consolidation.

Cash FlowsKey Assumptions and Retained InterestsInterests—Citi Holdings

        The following tables summarize selected cash flow information related to CDO and CLO securitizations for the three months ended March 31, 2009:

In billions of dollarsCDOsCLOs
Cash flows received on retained interests

        The key assumptions, used for the securitization of CDOs and CLOs during the three monthsquarter ended March 31, 2009,2010, in measuring the fair value of retained interests at the date of sale or securitization are as follows:

 
 CDOs CLOs

Discount rate

 43.3%36.2% to 47.2%39.5% 5.5%3.6% to 6.0%4.0%
     

        The effect of two negative changes in discount rates used to determine the fair value of retained interests is disclosed below.

In millions of dollars CDOs CLOs 
Carrying value of retained interests $236 $1,043 
Discount rates       
 Adverse change of 10% $(26)$(17)
 Adverse change of 20%  (50) (33)
      

In millions of dollars CDOs CLOs 

Carrying value of retained interests

 $194 $677 
      

Discount rates

       

    Adverse change of 10%

 $(24)$(9)

    Adverse change of 20%

  (47) (19)
      

Asset-Based FinancingCiticorp

        The Company provides loans and other forms of financing to VIEs that hold assets. Those loans are subject to the same credit approvals as all other loans originated or purchased by the Company. Financings in the form of debt securities or derivatives are, in most circumstances, reported inTrading account assets and accounted for at fair value through earnings. The Company does not have the power to direct the activities that most significantly impact these VIEs' economic performance and thus it does not consolidate them.

        The primary types of Citicorp's asset-based financing, total assets of the unconsolidated VIEs with significant involvement and the Company's maximum exposure to loss at March 31, 2010 are shown below. For the Company to realize that maximum loss, the VIE (borrower) would have to default with no recovery from the assets held by the VIE.

In billions of dollars
Type
 Total
assets
 Maximum
exposure
 

Commercial and other real estate

 $8.0 $0.3 

Hedge funds and equities

  5.5  2.8 

Airplanes, ships and other assets

  6.7  1.4 
      

Total

 $20.2 $4.5 
      

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Asset-Based Financing—Citi Holdings

        The Company provides loans and other forms of financing to VIEs that hold assets. Those loans are subject to the same credit approvals as all other loans originated or purchased by the Company. Financings in the form of debt securities or derivatives are, in most circumstances, reported inTrading account assets and accounted for at fair value through earnings.

        The primary types of Citi Holdings' asset-based financing, total assets of the unconsolidated VIEs with significant involvement and the Company's maximum exposure to loss at March 31, 20092010 are shown below. For the Company to realize that maximum loss, the VIE (borrower) would have to default with no recovery from the assets held by the VIE.

In billions of dollars
Type
 Total
assets
 Maximum
exposure
 
Commercial and other real estate $48.4 $9.1 
Hedge funds and equities  15.9  6.5 
Corporate loans  7.4  6.3 
Airplanes, ships and other assets  14.2  2.9 
      
Total $85.9 $24.8 
      

In billions of dollars
Type
 Total
assets
 Maximum
exposure
 

Commercial and other real estate

 $34.1 $6.8 

Hedge funds and equities

  2.4  0.8 

Corporate loans

  7.9  6.8 

Airplanes, ships and other assets

  5.7  3.0 
      

Total

 $50.1 $17.4 
      

        The following table summarizes selected cash flow information related to asset-based financing for the three monthsquarter ended March 31, 20092010 and 2008:2009:

 
 Three months ended
March 31,
 
In billions of dollars 2009 2008 
Cash flows received on retained interests and other net cash flows $1.9 $ 
      

In billions of dollars 2010 2009 

Cash flows received on retained interests and other net cash flows

 $0.5 $1.9 
      

        The effect of two negative changes in discount rates used to determine the fair value of retained interests is disclosed below.

In millions of dollars Asset based
financing
 
Carrying value of retained interests $4,695 
 Value of underlying portfolio    
 Adverse change of 10% $(480)
 Adverse change of 20%  (960)
    


In millions of dollars Asset-based
financing
 

Carrying value of retained interests

 $6,756 

Value of underlying portfolio

    

    Adverse change of 10%

 $ 

    Adverse change of 20%

  (224)
    

Municipal Securities Tender Option Bond (TOB) Trusts

        The Company sponsors TOB trusts that hold fixed- and floating-rate, tax-exempt securities issued by state or local municipalities. The trusts are typically single-issuer trusts whose assets are purchased from the Company and from the secondary market. The trusts issueare referred to as Tender Option Bond trusts because the senior interest holders have the ability to tender their interests periodically back to the issuing trust, as described further below.

        The TOB trusts fund the purchase of their assets by issuing long-term senior floating rate notes (Floaters) and junior residual securities (Residuals). The Floaters and the Residuals have a long-term rating based ontenor equal to the long-term ratingmaturity of the trust, which is equal to or shorter than the tenor of the underlying municipal bondbond. Residuals are frequently less than 1% of a trust's total funding and a short-term rating based on that ofentitle their holder to the liquidity provider toresidual cash flows from the issuing trust. The Residuals are generally rated based on the long-term rating of the underlying municipal bond and entitle the holder to the residual cash flows from the issuing trust.

bond. The Company sponsors three kinds of TOB trusts: customer TOB trusts, proprietary TOB trusts and QSPE TOB trusts.

    Customer TOB trusts are trusts through which customers finance investments in municipal securities and are not consolidated by the Company. Proprietary and QSPE TOB trusts, on the other hand, provide the Company with the ability to finance its own investments in municipal securities.

    Proprietary TOB trusts are generally consolidated, in which case the financing (the Floaters) is recognized on the Company's balance sheet as a liability. However, certain proprietary TOB trusts are not consolidated by the Company, where the Residuals are held by hedge funds that are consolidated and managed by the Company. The assets and the associated liabilities of these TOB trusts are not consolidated by the hedge funds (and, thus, are not consolidated by the Company) under the application of the AICPA Investment Company Audit Guide, which precludes consolidation of owned investments. The Company consolidates the hedge funds, because the Company holds controlling financial interests in the hedge funds. Certain of the Company's equity investments in the hedge funds are hedged with derivatives transactions executed by the Company with third parties referencing the returns of the hedge fund.

    QSPE TOB trusts provide the Company with the same exposure as proprietary TOB trusts and are not consolidated by the Company.

        Credit rating distribution is based on the external rating of the municipal bonds within the TOB trusts, including any credit enhancement provided by monoline insurance companies or the Company in the primary or secondary markets, as discussed below. The total assets for proprietary TOB Trusts (consolidated and non-consolidated) includes $0.4 billion of assets where the Residuals are held by a hedge fund that is consolidated and managed by the Company.

        The TOB trusts fund the purchase of their assets by issuing Floaters along with Residuals, which are frequently less than 1% of a trust's total funding. The tenor of the Floaters matches the maturity of the TOB trust and is equal to or shorter than the tenor of the municipal bond held by the trust, and the Floaters bear interest rates that are typically reset weekly to a new market rate (based on the SIFMA index)index: a seven day high grade market index of tax exempt, variable rate municipal bonds). Floater holders have an option to tender thetheir Floaters they hold back to the trust periodically. The Floaters have a long-term rating based on the long-term rating of the underlying municipal bond, including any credit enhancement provided by monoline insurance companies, and a short-term rating based on that of the liquidity provider to the trust.

        The Company sponsors two kinds of TOB trusts: customer TOB trusts and proprietary TOB trusts. Customer TOB trusts issueare trusts through which customers finance investments in municipal securities. The Residuals and the Floaters and Residuals to third parties. Proprietary and QSPE TOB trusts issue the Floaters to third parties and the Residuals are held by the Company.

        Approximately $3.4 billion of the municipal bonds owned bycustomers. Proprietary TOB trusts have an additional credit guarantee provided by the Company. In all other cases, the assets are either unenhanced or are insured with a monoline insurance provider in the primary market or in the secondary market. While the trusts have not encountered any adverse credit events as defined in the underlying trust agreements, certain monoline insurance companies have experienced downgrades. In these cases,through which the Company has proactively managedfinances its own investments in municipal securities. The Company holds the Residuals in proprietary TOB programs by applying additional secondary market insurance on the assets or proceeding with orderly unwinds of the trusts.

        The Company in its capacityserves as remarketing agent facilitatesto the trusts, facilitating the sale of the Floaters to third parties at inception of the trust and facilitatesfacilitating the reset of the Floater coupon and tenders of Floaters. If Floaters are tendered and the Company (in its role as remarketing agent) is unable to find a new investor within a specified period of time, it can declare a failed remarketing (in which case the trust is unwound) or it may choose to buy the Floaters into its own inventory and may continue to try to sell itthem to a third-party investor. While the level of the Company's inventory of Floaters fluctuates, the Company held approximately $1.6 billionnone of the Floater inventory related to the Customer, Proprietary and QSPEcustomer or proprietary TOB programs as of March 31, 2009.2010.

        Approximately $2.0 billion of the municipal bonds owned by TOB trusts have a credit guarantee provided by the Company. In all other cases, the assets are either unenhanced or are insured with a monoline insurance. While the trusts have not encountered any adverse credit events as defined in the underlying trust agreements, certain monoline insurance companies have experienced downgrades. In these cases, the Company has proactively managed the TOB programs by applying additional insurance on the assets or proceeding with orderly unwinds of the trusts.

        If a trust is unwound early due to an event other than a credit event on the underlying municipal bond, the underlying municipal bond is sold in the secondary market. If there is an accompanying shortfall in the trust's cash flows to fund the redemption of the Floaters after the sale of the underlying municipal bond, the trust draws on a liquidity agreement in an amount equal to the shortfall. Liquidity agreements are generally provided to the trust directly by the Company. For customer TOBs where the Residual is less than 25% of the trust's capital structure, the Company has a reimbursement agreement with the Residual holder under which the Residual holder reimburses the Company for any payment made under the liquidity arrangement. Through this reimbursement agreement, the Residual holder remains economically exposed to fluctuations in value of the municipal bond. These reimbursement agreements are actively margined based on changes in value of the underlying municipal bond to mitigate the Company's counterparty credit risk. In cases where a third party provides liquidity to a proprietary or QSPE TOB trust, a similar reimbursement arrangement is made whereby the Company (or a consolidated subsidiary of the Company) as Residual holder absorbs any losses incurred by the liquidity provider. As of March 31, 2009,2010, liquidity agreements provided with respect to customer TOB trusts totaled $6.1$6.4 billion, offset by reimbursement agreements in place with a notional amount


Table of $4.7Contents

of $4.8 billion. The remaining exposure relates to TOB transactions where the Residual owned by the customer is at least 25% of the bond value at the inception of the transaction.transaction and no reimbursement agreement is executed. In addition, the Company has provided liquidity arrangements with a notional amount of $5.0$0.1 billion to QSPE TOB trusts andfor other non-consolidated proprietary TOB trusts described above.below.


        The Company considers the customer and proprietary TOB trusts (excluding QSPE TOB trusts) to be variable interest entities withinVIEs. Customer TOB trusts were not consolidated by the scopeCompany in prior periods and remain unconsolidated upon the Company's adoption of FIN 46(R).SFAS 167. Because third-party investors hold the Residual and Floater interests in the customer TOB trusts, the Company's involvement and variable interests includeincludes only its role as remarketing agent and liquidity provider. OnThe Company has concluded that the basis of the variability absorbedpower over customer TOB trusts is primarily held by the customer throughResidual holder, who may unilaterally cause the reimbursement arrangement or significant residual investment,sale of the trust's bonds. Because the Company does not hold the Residual interest and thus does not have the power to direct the activities that most significantly impact the trust's economic performance, it does not consolidate the Customercustomer TOB trusts.trusts under SFAS 167.

        Proprietary TOB trusts generally were consolidated in prior periods. They remain consolidated upon the Company's adoption of SFAS 167. The Company's variable interests ininvolvement with the Proprietary TOB trusts includeincludes holding the Residual interests as well as the remarkingremarketing and liquidity agreements with the trusts. On the basis of the variability absorbed through these contracts (primarily the Residual),Similar to customer TOB trusts, the Company generally consolidateshas concluded that the Proprietary TOB trusts. Finally, certainpower over the proprietary TOB trusts is primarily held by the Residual holder, who may unilaterally cause the sale of the trust's bonds. Because the Company holds the Residual interest, and thus has the power to direct the activities that most significantly impact the trust's economic performance, it continues to consolidate the proprietary TOB trusts under SFAS 167.

        Prior to 2010, certain TOB trusts met the definition of a QSPE and were not consolidated in prior periods. Upon the Company's adoption of SFAS 167, former QSPE trusts have been consolidated by the Company as Residual interest holder and are presented as proprietary TOB trusts.

        Total assets in proprietary TOB trusts also include $0.6 billion of assets where the Residuals are held by hedge funds that are consolidated and managed by the Company. The assets and the associated liabilities of these TOB trusts are not consolidated by the hedge funds (and, thus, are not consolidated by the Company) under the application of specificASC 946,Financial Services—Investment Companies, which precludes consolidation of owned investments. The Company consolidates the hedge funds, because the Company holds controlling financial interests in the hedge funds. Certain of the Company's equity investments in the hedge funds are hedged with derivatives transactions executed by the Company with third parties referencing the returns of the hedge fund. The Company's accounting literature. Forfor these hedge funds and their interests in the nonconsolidated proprietary TOB trusts and QSPE TOB trusts, the Company recognizes only its residual investment on its balance sheet at fair value and the third-party financing raisedis unchanged by the trusts is off-balance sheet.Company's adoption of SFAS 167.

        The following table summarizes selected cash flow information related to municipal bond securitizations for the three months ended March 31, 2009 and 2008:

 
 Three months ended March 31, 
In billions of dollars 2009 2008 
Proceeds from new securitizations   $0.1 
Cash flows received on retained interests and other net cash flows   $0.1 
      

Municipal Investments

        Municipal investment transactions representare primarily interests in partnerships that finance the construction and rehabilitation of low-income affordable rental housing.housing, facilitate lending in new or underserved markets, or finance the construction or operation of renewable municipal energy facilities. The Company generally invests in these partnerships as a limited partner and earns a return primarily through the receipt of tax credits and grants earned from the affordable housing investments made by the partnership. These entities are generally considered VIEs. The power to direct the activities of these entities is typically held by the general partner. Accordingly, these entities have remained unconsolidated by the Company upon adoption of SFAS 167.

Client Intermediation

        Client intermediation transactions represent a range of transactions designed to provide investors with specified returns based on the returns of an underlying security, referenced asset or index. These transactions include credit-linked notes and equity-linked notes. In these transactions, the SPE typically obtains exposure to the underlying security, referenced asset or index through a derivative instrument, such as a total-return swap or a credit-default swap. In turn the SPE issues notes to investors that pay a return based on the specified underlying security, referenced asset or index. The SPE invests the proceeds in a financial asset or a guaranteed insurance contract (GIC) that serves as collateral for the derivative contract over the term of the transaction. The Company's involvement in these transactions includes being the counterparty to the SPE's derivative instruments and investing in a portion of the notes issued by the SPE. In certain transactions, the investor's maximum risk of loss is limited and the Company absorbs risk of loss above a specified level. The Company does not have the power to direct the activities of the VIEs which most significantly impact their economic performance and thus it does not consolidate them.

        The Company's maximum risk of loss in these transactions is defined as the amount invested in notes issued by the SPE and the notional amount of any risk of loss absorbed by the Company through a separate instrument issued by the SPE. The derivative instrument held by the Company may generate a receivable from the SPE (for example, where the Company purchases credit protection from the SPE in connection with the SPE's issuance of a credit-linked note), which is collateralized by the assets owned by the SPE. These derivative instruments are not considered variable interests under FIN 46(R) and any associated receivables are not included in the calculation of maximum exposure to the SPE.

Structured Investment Vehicles

        Structured Investment Vehicles (SIVs) are SPEs that issue junior notes and senior debt (medium-term notes and short-term commercial paper) to fund the purchase of high quality assets. The Company acts as manager for the SIVs and, prior to December 13, 2007, was not contractually obligated to provide liquidity facilities or guarantees to the SIVs.

        As a result of a commitment to provide support facilities to the SIVs announced on December 13, 2007, Citigroup became the SIVs' primary beneficiary and began consolidating these entities.

        In order to complete the wind-down of the SIVs, the Company purchased the remaining assets of the SIVs at fair value, with a trade date ofin November 18, 2008. The Company funded the purchase of the SIV assets by assuming the obligation to pay amounts due under the medium-term notes issued by the SIVs as the medium-term notes mature. The net funding provided by the Company to fund the purchase of the SIV assets was $0.3 billion. During the period to November 18, 2008, the Company wrote down $3.3 billion on SIV assets.

        As of March 31, 2009, the carrying amount of the purchased SIV assets was $16.2 billion, of which $16.1 billion is classified as HTM assets.


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Investment Funds

        The Company is the investment manager for certain investment funds that invest in various asset classes including private equity, hedge funds, real estate, fixed income and infrastructure. The Company earns a management fee, which is a percentage of capital under management, and may earn performance fees. In addition, for some of these funds the Company has an ownership interest in the investment funds.

The Company has also established a number of investment funds as opportunities for qualified employees to invest in private equity investments. The Company acts as investment manager to these funds and may provide employees with financing on both a recourse and non-recourse basisbases for a portion of the employees' investment commitments.

        The Company has determined that a majority of the investment vehicles managed by Citigroup are provided a deferral from the requirements of SFAS 167, because they meet the criteria in Accounting Standards Update No. 2010-10,Consolidation (Topic 810), Amendments for Certain Investment Funds (ASU 2010-10) (see Note 1). These vehicles continue to be evaluated under the requirements of ASC 810-10, prior to the implementation of SFAS 167 (FIN 46(R)).

        Where the Company has determined that certain investment vehicles are subject to the consolidation requirements of SFAS 167, the consolidation conclusions reached upon initial application of SFAS 167 are consistent with the consolidation conclusions reached under the requirements of ASC 810-10, prior to the implementation of SFAS 167.

Trust Preferred Securities

        The Company has raised financing through the issuance of trust preferred securities. In these transactions, the Company forms a statutory business trust and owns all of the voting equity shares of the trust. The trust issues preferred equity securities to third-party investors and invests the gross proceeds in junior subordinated deferrable interest debentures issued by the Company. These trusts have no assets, operations, revenues or cash flows other than those related to the issuance, administration and repayment of the preferred equity securities held by third-party investors. These trusts' obligations are fully and unconditionally guaranteed by the Company.

        Because the sole asset of the trust is a receivable from the Company and the proceeds to the Company from the receivable exceed the Company's investment in the VIE's equity shares, the Company is not permitted to consolidate the trusts, under FIN 46(R), even though the Company owns all of the voting equity shares of the trust, has fully guaranteed the trusts' obligations, and has the right to redeem the preferred securities in certain circumstances. The Company recognizes the subordinated debentures on its balance sheetConsolidated Balance Sheet as long-term liabilities.


16.Table of Contents


15.    DERIVATIVES ACTIVITIES

        In the ordinary course of business, Citigroup enters into various types of derivative transactions. These derivative transactions include:

    Futures and forward contracts which are commitments to buy or sell at a future date a financial instrument, commodity or currency at a contracted price and may be settled in cash or through delivery.

    Swap contracts which are commitments to settle in cash at a future date or dates that may range from a few days to a number of years, based on differentials between specified financial indices, as applied to a notional principal amount.

    Option contracts which give the purchaser, for a fee, the right, but not the obligation, to buy or sell within a limited time a financial instrument, commodity or currency at a contracted price that may also be settled in cash, based on differentials between specified indices or prices.

        Citigroup enters into these derivative contracts relating to interest rate, foreign currency, commodity, and other market/credit risks for the following reasons:

    Trading Purposes—Customer NeedsNeeds:Citigroup offers its customers derivatives in connection with their risk-management actions to transfer, modify or reduce their interest rate, foreign exchange and other market/credit risks or for their own trading purposes. As part of this process, Citigroup considers the customers' suitability for the risk involved and the business purpose for the transaction. Citigroup also manages its derivative-risk positions through offsetting trade activities, controls focused on price verification, and daily reporting of positions to senior managers.

    Trading Purposes—Own AccountAccount:Citigroup trades derivatives for its own account and as an active market maker. Trading limits and price verification controls are key aspects of this activity.

    HedgingHedging:Citigroup uses derivatives in connection with its risk-management activities to hedge certain risks or reposition the risk profile of the Company. For example, Citigroup may issue fixed-rate long-term debt and then enter into a receive-fixed, pay-variable-rate interest rate swap with the same tenor and notional amount to convert the interest payments to a net variable-rate basis. This strategy is the most common form of an interest rate hedge, as it minimizes interest cost in certain yield curve environments. Derivatives are also used to manage risks inherent in specific groups of on-balance sheeton-balance-sheet assets and liabilities, including investments, corporate and consumer loans, deposit liabilities, as well as other interest-sensitive assets and liabilities. In addition, foreign- exchangeforeign-exchange contracts are used to hedge non-U.S. dollar denominatednon-U.S.-dollar-denominated debt, foreign-currency-denominated available-for-sale securities, net capital exposures and foreign-exchange transactions.

        A more detailed explanation of Citi's use of and exposure to credit derivatives is provided in Footnote 19—Guarantees.

        Derivatives may expose Citigroup to market, credit or liquidity risks in excess of the amounts recorded on the Consolidated Balance Sheet. Market risk on a derivative product is the exposure created by potential fluctuations in interest rates, foreign-exchange rates and other factors and is a function of the type of product, the volume of transactions, the tenor and terms of the agreement, and the underlying volatility. Credit risk is the exposure to loss in the event of nonperformance by the other party to the transaction where the value of any collateral held is not adequate to cover such losses. The recognition in earnings of unrealized gains on these transactions is subject to management's assessment as to collectibility.collectability. Liquidity risk is the potential exposure that arises when the size of the derivative position may not be able to be rapidly adjusted in periods of high volatility and financial stress at a reasonable cost.

        Information pertaining to the volume of derivative activity is provided in the tables below. The notional amounts, for both long and short derivative positions, of Citigroup's derivative instruments as of March 31, 2010 and December 31, 2009 are presented in the table below:below.


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Derivative Notionals

 
 Hedging
Instruments
under
SFAS 133(1)
 Other Derivative Instruments 
In millions of dollars at March 31, 2009  
 Trading
Derivatives(2)
 Management
Hedges(3)
 
Interest rate contracts          
 Swaps $119,966 $13,903,004 $154,726 
 Futures and forwards    3,262,752  97,827 
 Written options    2,970,815  18,038 
 Purchased options    3,045,784  45,244 
        
Total interest rate contract notionals $119,966 $23,182,355 $315,835 
        
Foreign exchange contracts          
 Swaps $29,166 $855,791 $40,307 
 Futures and forwards  33,536  1,824,123  30,756 
 Written options  1,329  435,205  7,929 
 Purchased options  6,258  474,608   
        
Total foreign exchange contract notionals $70,289 $3,589,727 $78,992 
        
Equity contracts          
 Swaps $ $73,126 $ 
 Futures and forwards    14,060   
 Written options    470,176   
 Purchased options    442,612   
        
Total equity contract notionals $ $999,974 $ 
        
Commodity and other contracts          
 Swaps $ $22,516 $ 
 Futures and forwards    72,103   
 Written options    29,722   
 Purchased options    33,303   
        
Total commodity and other contract notionals $ $157,644 $ 
        
Credit derivatives(4)          
 Citigroup as the Guarantor $ $1,406,131 $ 
 Citigroup as the Beneficiary  6,321  1,537,176   
        
Total credit derivatives $6,321 $2,943,307 $ 
        
Total derivative notionals $196,576 $30,873,007 $394,827 
        

 
 Hedging
instruments
under
ASC 815 (SFAS 133)(1)(2)
 Other derivative instruments 
 
  
  
 Trading derivatives Management hedges(3) 
In millions of dollars March 31,
2010
 December 31,
2009
 March 31,
2010
 December 31,
2009
 March 31,
2010
 December 31,
2009
 

Interest rate contracts

                   
 

Swaps

 $134,386 $128,797 $21,938,409 $20,571,814 $118,006 $107,193 
 

Futures and forwards

  55    4,512,437  3,366,927  58,925  65,597 
 

Written options

      3,551,129  3,616,240  4,348  11,050 
 

Purchased options

      3,343,453  3,590,032  30,831  28,725 
              

Total interest rate contract notionals

 $134,441 $128,797 $33,345,428 $31,145,013 $212,110 $212,565 
              

Foreign exchange contracts

                   
 

Swaps

 $28,754 $42,621 $967,684 $855,560 $34,187 $24,044 
 

Futures and forwards

  81,921  76,507  2,016,019  1,946,802  48,234  54,249 
 

Written options

  3,563  4,685  475,064  409,991  2,878  9,305 
 

Purchased options

  17,533  22,594  437,304  387,786  3,682  10,188 
              

Total foreign exchange contract notionals

 $131,771 $146,407 $3,896,071 $3,600,139 $88,981 $97,786 
              

Equity contracts

                   
 

Swaps

 $ $ $65,534 $59,391 $ $ 
 

Futures and forwards

      17,606  14,627     
 

Written options

      531,948  410,002     
 

Purchased options

      436,384  377,961    275 
              

Total equity contract notionals

 $ $ $1,051,472 $861,981 $ $275 
              

Commodity and other contracts

                   
 

Swaps

 $ $ $30,682 $25,956 $ $ 
 

Futures and forwards

      93,253  91,582     
 

Written options

      41,392  37,952     
 

Purchased options

      48,232  40,321  3  3 
              

Total commodity and other contract notionals

 $ $ $213,559 $195,811 $3 $3 
              

Credit derivatives(4)

                   
 

Protection sold

 $ $ $1,198,653 $1,214,053 $ $ 
 

Protection purchased

  6,756  6,981  1,306,797  1,325,981     
              

Total credit derivatives

 $6,756 $6,981 $2,505,450 $2,540,034 $ $ 
              

Total derivative notionals

 $272,968 $282,185 $41,011,980 $38,342,978 $301,094 $310,629 
              

(1)
The notional amounts presented in this table do not include derivatives in hedge accounting relationships under ASC 815 (SFAS 133), where Citigroup is hedging the foreign currency risk of a net investment in a foreign operation by issuing a foreign currency denominated debt instrument. The notional amount of such debt is $7,056 million and $7,442 million at March 31, 2010 and December 31, 2009, respectively.

(2)
Derivatives in hedge accounting relationships accounted for under SFAS 133ASC 815 (SFAS 133) are recorded in eitherOther assets/liabilities orTrading account assets/liabilities on the Consolidated Balance Sheet.

(2)
Trading derivatives include include proprietary positions, as well as certain derivative instruments that qualify for hedge accounting in accordance with SFAS No. 133,Accounting for Derivative Instruments and Hedging Activities (SFAS 133), and are recorded in Trading account assets/liabilities on the Consolidated Balance sheet.

(3)
Management hedges represent derivative instruments used in certain economic hedging relationships that are identified for management purposes, but for which SFAS 133 hedge accounting is not applied. These derivatives are recorded inOther assets/liabilities on the Consolidated Balance Sheet.

(4)
Credit derivatives are arrangements designed to allow one party (the "beneficiary")(protection buyer) to transfer the credit risk of a "reference asset" to another party (the "guarantor")(protection seller). These arrangements allow a guarantorprotection seller to assume the credit risk associated with the reference asset without directly purchasing it.that asset. The Company has entered into credit derivatives positions for purposes such as risk management, yield enhancement, reduction of credit concentrations and diversification of overall risk.

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Derivative Mark-to-Market (MTM) Receivables/Payables

 
 Derivative instruments designated as
SFAS 133 hedges
 Other derivative instruments 
In millions of dollars at March 31, 2009 Assets Liabilities Assets Liabilities 
Derivatives classified in Trading account assets/liabilities             
 Interest rate contracts $553 $1,785 $614,499 $593,399 
 Foreign exchange contracts  829  523  105,416  113,762 
 Equity contracts      31,061  49,126 
 Commodity and other contracts      26,582  24,832 
 Credit derivatives      237,819  212,786 
          
Total derivatives in Trading account assets/liabilities(1) $1,382 $2,308 $1,015,377 $993,905 
          
Derivatives classified in Other assets/liabilities             
 Interest rate contracts $6,479 $3,303 $3,599 $1,767 
 Foreign exchange contracts  2,869  2,448  1,984  1,161 
 Credit derivatives  1,597       
          
Total Derivatives in Other Assets / Liabilities(2) $10,945 $5,751 $5,583 $2,928 
          

 
 Derivatives classified in trading
account assets/liabilities(1)
 Derivatives classified in
other
assets/liabilities
 
In millions of dollars at March 31, 2010 Assets Liabilities Assets Liabilities 

Derivative instruments designated as ASC 815 (SFAS 133) hedges

             

Interest rate contracts

 $418 $40 $5,424 $2,778 

Foreign exchange contracts

  810  841  1,988  1,940 
          

Total derivative instruments designated as ASC 815 (SFAS 133) hedges

 $1,228 $881 $7,412 $4,718 
          

Other derivative instruments

             

Interest rate contracts

 $459,763 $459,797 $2,997 $2,377 

Foreign exchange contracts

  69,870  69,841  1,056  2,492 

Equity contracts

  18,166  36,096     

Commodity and other contracts

  17,172  17,550     

Credit derivatives(2)

  87,880  76,880     
          

Total other derivative instruments

 $652,851 $660,164 $4,053 $4,869 
          

Total derivatives

 $654,079 $661,045 $11,465 $9,587 

Cash collateral paid/received

  48,247  39,144  409  3,094 

Less: Netting agreements and market value adjustments

  (648,616) (640,575) (2,455) (2,455)
          

Net receivables/payables

 $53,710 $59,614 $9,419 $10,226 
          

(1)
TheseThe trading derivativederivatives fair values are presented in Note 9 to the Consolidated Financial Statements.

(2)
The credit derivatives trading assets do not include cash collateral paid with respectare composed of $64,302 million related to SFAS 133 hedgesprotection purchased and Other derivative instruments of $65,165$23,578 million related to protection sold as of March 31, 2009.2010. The cash collateral received, totals $61,740credit derivatives trading liabilities are composed of $23,418 million related to protection purchased and $53,462 million related to protection sold as of March 31, 2009 and it is not included2010.

 
 Derivatives classified in trading
account assets/liabilities(1)
 Derivatives classified in
other
assets/liabilities
 
In millions of dollars at December 31, 2009 Assets Liabilities Assets Liabilities 

Derivative instruments designated as ASC 815 (SFAS 133) hedges

             

Interest rate contracts

 $304 $87 $4,267 $2,898 

Foreign exchange contracts

  753  1,580  3,599  1,416 
          

Total derivative instruments designated as ASC 815 (SFAS 133) hedges

 $1,057 $1,667 $7,866 $4,314 
          

Other derivative instruments

             

Interest rate contracts

 $454,974 $449,551 $2,882 $3,022 

Foreign exchange contracts

  71,005  70,584  1,498  2,381 

Equity contracts

  18,132  40,612  6  5 

Commodity and other contracts

  16,698  15,492     

Credit derivatives(2)

  92,792  82,424     
          

Total other derivative instruments

 $653,601 $658,663 $4,386 $5,408 
          

Total derivatives

 $654,658 $660,330 $12,252 $9,722 

Cash collateral paid/received

  48,561  38,611  263  4,950 

Less: Netting agreements and market value adjustments

  (644,340) (634,835) (4,224) (4,224)
          

Net receivables/payables

 $58,879 $64,106 $8,291 $10,448 
          

(1)
The trading derivatives fair values are presented in Note 9 to the trading derivative liabilities shown here.Consolidated Financial Statements.

(2)
OtherThe credit derivatives trading assets exclude cash collateral paid with respectare composed of $68,558 million related to SFAS 133 hedgesprotection purchased and other derivative instruments of $1,111 million. The cash collateral received, not included in the derivatives classified in Other liabilities, totals $2,526$24,234 million related to protection sold as of MarchDecember 31, 2009. The credit derivatives trading liabilities are composed of $24,162 million related to protection purchased and $58,262 million related to protection sold as of December 31, 2009.

        All derivatives are reported on the balance sheet at fair value. The balances presented in the table above are reported gross, prior to counterparty netting and cash collateral netting in accordance with existingIn addition, where applicable, all such contracts covered by master netting agreements as well as market valuation adjustment.are reported net. Gross positive fair values are netted with gross negative fair values by counterparty pursuant to a valid master netting agreement. In addition, payables and receivables in respect of cash collateral received from or paid to a given counterparty are included in this netting. However, non-cash collateral is not included.

        The effect from these items on the gross derivative assets and liabilities was a reduction of $986,064 million and $976,815 million, respectively. Within these balances, the amount of payables in respect of cash collateral received that was netted with unrealized gains from derivativederivatives was $48,937 million, while the$32 billion and $30 billion as of March 31, 2010 and December 31, 2009, respectively. The amount of receivables in respect of cash collateral paid that was netted with unrealized losses from derivatives was $56,376 million$42 billion and $41 billion as of March 31, 2009.2010 and December 31, 2009, respectively.

        The trading derivatives fair values are presented in Note 9—Trading Account Assets and Liabilities.

        The amounts recognized inPrincipal transactions in the Consolidated Statement of Income for the quarterthree months ended March 31, 2010 and March 31, 2009 related to derivatives not designated in a qualifying SFAS 133 hedging relationship as well as the underlying non-derivative instruments are shownincluded in the table below:below. Citigroup has elected to present this disclosure by business classification, showing derivative gains and losses related to its trading activities together with gains and losses related to non-derivative instruments within the same trading portfolios, as this better represents the way these portfolios are risk managed.

 
 Non-designated
derivatives(1)—gains (losses)
 
In millions of dollars for the three months ended March 31, 2009 Principal
transactions
 Other
revenues
 
 Interest rate contracts $6,155 $228 
 Foreign exchange contracts  250  996 
 Equity contracts  (85)  
 Commodity and other contracts  337   
 Credit derivatives  338   
      
Total gain (loss) on non-designated derivatives(1) $6,995 $1,224 
      

Table of Contents

 
 Principal transactions gains
(losses) for the three months
ended March 31,
 
In millions of dollars 2010 2009 

Interest Rate Contracts

 $1,309 $4,597 

Foreign Exchange Contracts

  241  1,006 

Equity Contracts

  565  1,078 

Commodity and other contracts

  109  697 

Credit Derivatives

  1,827  (3,708)
      

Total(1)

 $4,051 $3,670 
      

(1)
Also see Note 6 to the Consolidated Financial Statements.

        The amounts recognized inOther revenue in the Consolidated Statement of Income for the three months ended March 31, 2010 and March 31, 2009 relate to derivatives not designated in a qualifying hedging relationship and not recorded withinTrading account assets orTrading account liabilities are shown below. The table below does not include the offsetting gains/losses on the hedged items, which amounts are also recorded inOther revenue.

 
 Gains (losses) included in
Other Revenue for the
three months ended March 31,
 
In millions of dollars 2010 2009 

Interest Rate Contracts

 $(94) 11 

Foreign Exchange Contracts

  (2,817) (996)

Equity Contracts

     

Commodity and other contracts

     

Credit Derivatives

     
      

Total(1)

 $(2,911)$(985)
      

(1)
Non-designated derivatives are derivative instruments not designated in qualifying SFAS 133 hedging relationships.

Accounting for Derivative Hedging

        Citigroup accounts for its hedging activities in accordance with ASC 815,Derivatives and Hedging (formerly SFAS 133.133). As a general rule, SFAS 133 hedge accounting is permitted for those situations where the Company is exposed to a particular risk, such as interest-rate or foreign-exchange risk, that causes changes in the fair value of an asset or liability or variability in the expected future cash flows of an existing asset, liability or a forecasted transaction that may affect earnings.

        Derivative contracts hedging the risks associated with the changes in fair value are referred to as fair value hedges, while contracts hedging the risks affecting the expected future cash flows are called cash flow hedges. Hedges that utilize derivatives or debt instruments to manage the foreign exchange risk associated with equity investments in non-U.S. dollarnon-U.S.-dollar functional currency foreign subsidiaries (net investment in a foreign operation) are called net investment hedges.

        If certain hedging criteria specified in SFAS 133ASC 815 are met, including testing for hedge effectiveness, special hedge accounting may be applied. The hedge effectiveness assessment methodologies for similar hedges are performed in a similar manner and are used consistently throughout the hedging relationships. For fair value hedges, the changes in value of the hedging derivative, as well as the changes in value of the related hedged item due to the risk being hedged, are reflected in current earnings. For cash flow hedges and net investment hedges, the changes in value of the hedging derivative are reflected inAccumulated other comprehensive income (loss) in Citigroup's stockholders' equity, to the extent


the hedge is effective. Hedge ineffectiveness, in either case, is reflected in current earnings.

        For asset/liability management hedging, the fixed-rate long-term debt may be recorded at amortized cost under current U.S. GAAP. However, by electing to use SFAS 133ASC 815 (SFAS 133) hedge accounting, the carrying value of the debt is adjusted for changes in the benchmark interest rate, with any such changes in value recorded in current earnings. The related interest-rate swap is also recorded on the balance sheet at fair value, with any changes in fair value reflected in earnings. Thus, any ineffectiveness resulting from the hedging relationship is recorded in current earnings. Alternatively, an economic hedge, which does not meet the SFAS 133ASC 815 hedging criteria, would involve recording only recording the derivative at fair value on the balance sheet, with its associated changes in fair value recorded in earnings. The debt would continue to be carried at amortized cost and, therefore, current earnings would be impacted only by the interest rate shifts and other factors that cause the change in the swap's value and the underlying yield of the debt. This type of hedge is undertaken when SFAS 133 hedgehedging requirements cannot be achieved or management decides not to apply SFAS 133ASC 815 hedge accounting. Another alternative for the Company would be to elect to carry the debt at fair value under SFAS 159.the fair value option. Once the irrevocable election is made upon issuance of the debt, the full change in fair value of the debt would be reported in earnings. The related interest rate swap, with changes in fair value, would also be reflected in earnings, and provides a natural offset to the debt's fair value change. To the extent the two offsets would not be exactly equal, the difference would be reflected in current earnings. This type of economic hedge is undertaken when the Company prefers to follow this simpler method that achieves generally similar financial statement results to an SFAS 133 fair-valueASC 815 fair value hedge.

        Key aspects of achieving SFAS 133ASC 815 hedge accounting are documentation of hedging strategy and hedge effectiveness at the hedge inception and substantiating hedge effectiveness on an ongoing basis. A derivative must be highly effective in accomplishing the hedge objective of offsetting either changes in the fair value or cash flows of the hedged item for the risk being hedged. Any ineffectiveness in the hedge relationship is recognized in current earnings. The assessment of effectiveness excludes changes in the value of the hedged item that are unrelated to the risks being hedged. Similarly, the assessment of effectiveness may exclude changes in the fair value of a derivative related to time value that, if excluded, are recognized in current earnings.


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Fair value hedgesValue Hedges

    Hedging of benchmark interest rate risk

    Citigroup hedges exposure to changes in the fair value of outstanding fixed-rate issued debt and borrowings. The fixed cash flows from those financing transactions are converted to benchmark variable-rate cash flows by entering into receive fixed,receive-fixed, pay-variable interest rate swaps. These fair-valuefair value hedge relationships use dollar-offset ratio analysis to determine whether the hedging relationships are highly effective at inception and on an ongoing basis.

        Citigroup also hedges exposure to changes in the fair value of fixed-rate assets, including available-for-sale debt securities and loans. The hedging instruments used are receive-variable, pay-fixed interest rate swaps. Most of these fair-valuefair value hedging relationships use dollar-offset ratio analysis to determine whether the hedging relationships are highly effective at inception and on an ongoing basis, while certain others use regression analysis.

    Hedging of foreign exchange risk

    Citigroup hedges the change in fair value attributable to foreign-exchange rate movements in available-for-sale securities that are denominated in currencies other than the functional currency of the entity holding the securities, which may be within or outside the U.S. The hedging instrument employed is a forward foreign-exchange contract. In this type of hedge, the change in fair value of the hedged available-for-sale security attributable to the portion of foreign exchange risk hedged is reported in earnings and notAccumulated other comprehensive income—incomea process that serves to offset substantially the change in fair value of the forward contract that is also reflected in earnings. Citigroup considers the premium associated with forward contracts (differential between spot and contractual forward rates) as the cost of hedging; this is excluded from the assessment of hedge effectiveness and reflected directly in earnings. Dollar-offset method is used to assess hedge effectiveness. Since that assessment is based on changes in fair value attributable to changes in spot rates on both the available-for-sale securities and the forward contracts for the portion of the relationship hedged, the amount of hedge ineffectiveness is not significant.


            The following table summarizes certain information related tothe gains (losses) on the Company's fair value hedges for the quarterthree months ended March 31, 2010 and March 31, 2009:

    In millions of dollars for the three months ended March 31, 2009 Principal
    Transactions
     Other
    Revenue
     
    Gain (loss) on fair value designated and qualifying hedges       
     Interest rate contracts $456 $(2,199)
     Foreign exchange contracts  117  (145)
          
    Total gain (loss) on fair value designated and qualifying hedges $573 $(2,344)
          
    Gain (loss) on the hedged item in designated and qualifying fair value hedges       
     Interest rate hedges $(449)$2,444 
     Foreign exchange hedges  155  288 
          
    Total gain (loss) on the hedged item in designated and qualifying fair value hedge $(294)$2,732 
          
    Hedge ineffectiveness recognized in earnings on designated and qualifying fair value hedges       
     Interest rate hedges $81 $255 
     Foreign exchange hedges  11  137 
          
    Total hedge ineffectiveness recognized in earnings on designated and qualifying fair value hedges $92 $392 
          
    Net gain (loss) excluded from assessment of the effectiveness of fair value hedges       
     Interest rate contracts $(74)$(10)
     Foreign exchange contracts  261  6 
          
    Total net gain/(loss) excluded from assessment of the effectiveness of fair value hedges $187 $(4)
          

     
     Gains (losses) on fair value hedges(1) 
     
     Three Months ended March 31, 
    In millions of dollars 2010 2009 

    Gain (loss) on fair value designated and qualifying hedges

           

    Interest rate contracts

     $833 $(1,743)

    Foreign exchange contracts

      (242) (28)
          

    Total gain (loss) on fair value designated and qualifying hedges

     $591 $(1,771)
          

    Gain (loss) on the hedged item in designated and qualifying fair value hedges

           

    Interest rate hedges

     $(905)$1,995 

    Foreign exchange hedges

      269  443 
          

    Total gain (loss) on the hedged item in designated and qualifying fair value hedges

     $(636)$2,438 
          

    Hedge ineffectiveness recognized in earnings on designated and qualifying fair value hedges

           

    Interest rate hedges

     $(75)$336 

    Foreign exchange hedges

      1  148 
          

    Total hedge ineffectiveness recognized in earnings on designated and qualifying fair value hedges

     $(74)$484 
          

    Net gain (loss) excluded from assessment of the effectiveness of fair value hedges

           

    Interest rate contracts

     $3 $(84)

    Foreign exchange contracts

      26  267 
          

    Total net gain(loss) excluded from assessment of the effectiveness of fair value hedges

     $29 $183 
          

    (1)
    Amounts are included inOther revenue on the Consolidated Statement of Income. The accrued interest income on fair value hedges is recorded inNet interest revenue and is excluded from this table.

    Table of Contents

    Cash flow hedgesFlow Hedges

      Hedging of benchmark interest rate risk

      Citigroup hedges variable cash flows resulting from floating-rate liabilities and roll overroll-over (re-issuance) of short-term liabilities. Variable cash flows from those liabilities are converted to fixed-rate cash flows by entering into receive-variable, pay-fixed interest-rate swaps and receive-variable, pay-fixed forward-starting interest-rate swaps. For some hedges, the hedge ineffectiveness is eliminated by matching all terms of the hedged item and the hedging derivative at inception and on an ongoing basis. Citigroup does not exclude any terms from consideration when applying the matched terms method. To the extent all terms are not perfectly matched, theseThese cash-flow hedging relationships use either regression analysis or dollar-offset ratio analysis to assess whether the hedging relationships are highly effective at inception and on an ongoing basis. Since efforts are made to match the terms of the derivatives to those of the hedged forecasted cash flows as closely as possible, the amount of hedge ineffectiveness is not significant even when the terms do not match perfectly.

      Citigroup also hedges variable cash flows resulting from investments in floating-rate debt securities. Variable cash flows from those assets are converted to fixed-rate cash flows by entering into receive fixed, pay-variable interest-rate swaps. These cash-flow hedging relationships use regression analysis prospectively and or dollar-offset ratio analysis retrospectively to assess whether the hedging relationships are highly effective at inception and on an ongoing basis. Since efforts are made to align the terms of the derivatives to those of the hedged forecasted cash flows as closely as possible, the amount of hedge ineffectiveness is not significant. The hedge ineffectiveness on the cash flow hedges recognized in earnings totals $4 million for the three months ended March 31, 2009.

      Hedging of foreign exchange risk

      Citigroup locks in the functional currency equivalent of cash flows of various balance sheet liability exposures, including short-term borrowings and long-term debt (and the forecasted issuances or rollover of such items) that are denominated in a currency other than the functional currency of the issuing entity. Depending on the risk-management objectives, these types of hedges are designated as either cash-flow hedges of only foreign exchange risk or cash-flow hedges of both foreign-exchange and interest rate risk, and the hedging instruments used are foreign-exchange forward contracts, cross-currency swaps and foreign-currency options. For some hedges, Citigroup matches all terms of the hedged item and the hedging derivative at inception and on an ongoing basis to eliminate hedge ineffectiveness. Citigroup does not exclude any terms from consideration when applying the matched terms method. To the extent all terms are not perfectly matched, any ineffectiveness is measured using the "hypothetical derivative method" from FASB Derivative Implementation Group Issue G7.G7 (now ASC 815-30-35-12 through 35-32). Efforts are made to match up the terms of the hypothetical and actual derivatives used as closely as possible. As a result, the amount of hedge ineffectiveness is not significant even when the terms do not match perfectly.


      Hedging total return

              Citigroup generally manages the risk associated with highly leveraged financing it has entered into by seeking to sell a majority of its exposures to the market prior to or shortly after funding. The change in Accumulated other comprehensive income (loss) fromportion of the highly leveraged financing that is retained by Citigroup is hedged with a total return swap.

              The amount of hedge ineffectiveness on the cash flow hedges recognized in earnings for the three months ended March 31, 2010 and March 31, 2009 is not significant.

              The pretax change inAccumulated other comprehensive income (loss) from cash flow hedges for three months ended March 31, 2010 and March 31, 2009 is presented below:

      In millions of dollars Three months
      ended
      March 31, 2009
       
      Effective portion of cash flow hedges included in AOCI, pretax    
       Interest rate contracts $168 
       Foreign exchange contracts  400 
       Credit derivatives  1,493 
          
      Total Effective portion of cash flow hedges included in AOCI, pretax $2,061 
          
      Effective portion of cash flow hedges reclassified from AOCI to Earnings    
       Interest rate contracts(1) $412 
       Foreign exchange contracts(2)  86 
       Credit derivatives   
          
      Total effective portion of cash flow hedges reclassified from AOCI to Earnings $(326)
          

       
       Three Months ended March 31, 
      In millions of dollars 2010 2009 

      Effective portion of cash flow hedges included in AOCI

             

      Interest rate contracts

       $(241)$168 

      Foreign exchange contracts

        9  400 

      Credit Derivatives

          1,493 
            

      Total effective portion of cash flow hedges included in AOCI

       $(232)$2,061 
            

      Effective portion of cash flow hedges reclassified from AOCI to earnings

             

      Interest rate contracts

       $(370)$(412)

      Foreign exchange contracts

        (178) 86 
            

      Total effective portion of cash flow hedges reclassified from AOCI to earnings(1)

       $(548)$(326)
            

      (1)
      The amount reclassified from AOCI, related toIncluded primarily inOther revenue andNet interest rate cash flow hedges, to Other revenue and Principal transactions is ($367) million and ($45) million, respectively.

      (2)
      The amount reclassified from AOCI, related to foreign exchange cash flow hedges, to Other Revenue and Principal transactions is $88 million and ($2) million, respectively. on the Consolidated Income Statement.

              For cash flow hedges, any changes in the fair value of the end-user derivative remaining inAccumulated other comprehensive income (loss) on the Consolidated Balance Sheet will be included in earnings of future periods to offset the variability of the hedged cash flows when such cash flows affect earnings. The net loss associated with cash flow hedges expected to be reclassified fromAccumulated other comprehensive income within 12 months of March 31, 20092010 is approximately $2.2$1.8 billion. The maximum length of time over which forecasted cash flows are hedged is 10 years.

              The impact of cash flow hedges on AOCI is also included withinshown in Note 1413 to the Consolidated Financial Statements—Changes in Accumulated Comprehensive Income (Loss).Statements.

      Net investment hedgesInvestment Hedges

              Consistent with ASC 830-20,Foreign Currency Matters—Foreign Currency Transactions (formerly SFAS No. 52,Foreign Currency TranslationTranslation) (SFAS 52), SFAS 133ASC 815 allows hedging of the foreign-currency risk of a net investment in a foreign operation. Citigroup uses foreign-currency forwards, options and swaps and foreign-currency-denominated debt instruments to manage the foreign-exchange risk associated with Citigroup's equity investments in several non-U.S. dollar functional currency foreign subsidiaries. In accordance with SFAS 52, Citigroup records the change in the carrying amount of these investments in theCumulative translation adjustment account withinAccumulated other comprehensive income (loss). Simultaneously, the effective portion of the hedge of this exposure is also recorded in theCumulative translation adjustment account and the ineffective portion, if any, is immediately recorded in earnings.

              For derivatives used in net investment hedges, Citigroup follows the forward-rate method from FASB Derivative Implementation Group Issue H8 (now ASC 815-35-35-16 through 35-26), "Foreign Currency Hedges: Measuring the Amount of Ineffectiveness in a Net Investment Hedge." According to that method, all changes in fair value, including changes related to the forward-rate component of the foreign-currency forward contracts and the time-value of foreign-currency options, are recorded in the foreign-currency.


      Table of Contents

      Cumulative translation adjustment account.account. For foreign-currency denominated debt instruments that are designated as hedges of net investments, the translation gain or loss that is recorded in the cumulativeforeign-currency translation adjustment account is based on the spot exchange rate between the functional currency of the respective subsidiary and the U.S. dollar, which is the functional currency of Citigroup. To the extent the notional amount of the hedging instrument exactly matches the hedged net investment and the underlying exchange rate of the derivative hedging instrument relates to the exchange rate between the functional currency of the net investment and Citigroup's functional currency (or, in the case of a non-derivative debt instrument, such instrument is denominated in the functional currency of the net investment), no ineffectiveness is recorded in earnings.

              The following table summarizes certain information related to the Company's net investment hedges for the quarter ended March 31, 2009:

      Net Investments Hedges(1)
      In millions of dollars
       Three months ended
      March 31, 2009
       
      Pretax gain included in FX translation adjustment with AOCI $539 
      Gain on hedge ineffectiveness on net investment hedges included in Other revenue  9 
          

      (1)
      No amount,pretax gain (loss) recorded in foreign-currency translation adjustment withinAccumulated other comprehensive income (loss), related to the effective portion of net investment hedges, was reclassed from AOCI to earnings for the three months ended March 31, 2009. Additionally, no amount was excluded from the assessment of the effectiveness of the net investment hedges, is $(190) million and $877 million during the three months ended March 31, 2009.2010 and March 31, 2009, respectively.

      Credit Derivatives

              A credit derivative is a bilateral contract between a buyer and a seller under which the seller agrees to provide protection to the buyer against the credit risk of a particular entity ("reference entity" or "reference credit"). Credit derivatives generally require that the seller of credit protection make payments to the buyer upon the occurrence of predefined credit events (commonly referred to as "settlement triggers"). These settlement triggers are defined by the form of the derivative and the reference credit and are generally limited to the market standard of failure to pay on indebtedness and bankruptcy of the reference credit and, in a more limited range of transactions, debt restructuring. Credit derivative transactions referring to emerging market reference credits will also typically include additional settlement triggers to cover the acceleration of indebtedness and the risk of repudiation or a payment moratorium. In certain transactions, protection may be provided on a portfolio of referenced credits or asset-backed securities. The seller of such protection may not be required to make payment until a specified amount of losses has occurred with respect to the portfolio and/or may only be required to pay for losses up to a specified amount.

              The Company makes markets in and trades a range of credit derivatives, both on behalf of clients as well as for its own account. Through these contracts, the Company either purchases or writes protection on either a single name or a portfolio of reference credits. The Company uses credit derivatives to help mitigate credit risk in its corporate and consumer loan portfolio and other cash positions, to take proprietary trading positions, and to facilitate client transactions.

              The range of credit derivatives sold includes credit default swaps, total return swaps and credit options.

              A credit default swap is a contract in which, for a fee, a protection seller agrees to reimburse a protection buyer for any losses that occur due to a credit event on a reference entity. If there is no credit default event or settlement trigger, as defined by the specific derivative contract, then the protection seller makes no payments to the protection buyer and receives only the contractually specified fee. However, if a credit event occurs as defined in the specific derivative contract sold, the protection seller will be required to make a payment to the protection buyer.

              A total return swap transfers the total economic performance of a reference asset, which includes all associated cash flows, as well as capital appreciation or depreciation. The protection buyer receives a floating rate of interest and any depreciation on the reference asset from the protection seller and, in return, the protection seller receives the cash flows associated with the reference asset plus any appreciation. Thus, according to the total return swap agreement, the protection seller will be obligated to make a payment anytime the floating interest rate payment and any depreciation of the reference asset exceed the cash flows associated with the underlying asset. A total return swap may terminate upon a default of the reference asset subject to the provisions of the related total return swap agreement between the protection seller and the protection buyer.

              A credit option is a credit derivative that allows investors to trade or hedge changes in the credit quality of the reference asset. For example, in a credit spread option, the option writer assumes the obligation to purchase or sell the reference asset at a specified "strike" spread level. The option purchaser buys the right to sell the reference asset to, or purchase it from, the option writer at the strike spread level. The payments on credit spread options depend either on a particular credit spread or the price of the underlying credit-sensitive asset. The options usually terminate if the underlying assets default.

              A credit-linked note is a form of credit derivative structured as a debt security with an embedded credit default swap. The purchaser of the note writes credit protection to the issuer, and receives a return which will be negatively affected by credit events on the underlying reference credit. If the reference entity defaults, the purchaser of the credit-linked note may assume the long position in the debt security and any future cash flows from it, but will lose the amount paid to the issuer of the credit-linked note. Thus the maximum amount of the exposure is the carrying amount of the credit-linked note. As of March 31, 2010 and December 31, 2009, the amount of credit-linked notes held by the Company in trading inventory was immaterial.


      Table of Contents

              The following tables summarize the key characteristics of the Company's credit derivative portfolio as protection seller as of March 31, 2010 and December 31, 2009:

      In millions of dollars as of
      March 31, 2010
       Maximum potential
      amount of
      future payments
       Fair value
      payable(1)
       

      By industry/counterparty

             

      Bank

       $801,785 $31,919 

      Broker-dealer

        316,463  13,814 

      Monoline

        123  90 

      Non-financial

        530  110 

      Insurance and other financial institutions

        79,752  7,529 
            

      Total by industry/counterparty

       $1,198,653 $53,462 
            

      By instrument

             

      Credit default swaps and options

       $1,197,837 $53,069 

      Total return swaps and other

        816  393 
            

      Total by instrument

       $1,198,653 $53,462 
            

      By rating

             

      Investment grade

       $538,020  7,518 

      Non-investment grade

        319,885  26,517 

      Not rated

        340,748  19,427 
            

      Total by rating

       $1,198,653 $53,462 
            

      By maturity:

             

      Within 1 year

       $140,408 $1,302 

      From 1 to 5 years

        802,909  25,178 

      After 5 years

        255,336  26,982 
            

      Total by maturity

       $1,198,653 $53,462 
            

      (1)
      In addition, fair value amounts receivable under credit derivatives sold were $23,578 million.

      In millions of dollars as of
      December 31, 2009
       Maximum potential
      amount of
      future payments
       Fair value
      payable(1)
       

      By industry/counterparty

             

      Bank

       $807,484 $34,666 

      Broker-dealer

        340,949  16,309 

      Monoline

        33   

      Non-financial

        623  262 

      Insurance and other financial institutions

        64,964  7,025 
            

      Total by industry/counterparty

       $1,214,053 $58,262 
            

      By instrument

             

      Credit default swaps and options

       $1,213,208 $57,987 

      Total return swaps and other

        845  275 
            

      Total by instrument

       $1,214,053 $58,262 
            

      By rating

             

      Investment grade

       $576,930  9,632 

      Non-investment grade

        339,920  28,664 

      Not rated

        297,203  19,966 
            

      Total by rating

       $1,214,053 $58,262 
            

      By maturity:

             

      Within 1 year

       $165,056 $873 

      From 1 to 5 years

        806,143  30,181 

      After 5 years

        242,854  27,208 
            

      Total by maturity

       $1,214,053 $58,262 
            

      (1)
      In addition, fair value amounts receivable under credit derivatives sold were $24,234 million.

              Citigroup evaluates the payment/performance risk of the credit derivatives to which it stands as a protection seller based on the credit rating which has been assigned to the underlying referenced credit. Where external ratings by nationally recognized statistical rating organizations (such as Moody's and S&P) are used, investment grade ratings are considered to be Baa/BBB or above, while anything below is considered non-investment grade. The Citigroup internal ratings are in line with the related external credit rating system. On certain underlying reference credits, mainly related to over-the-counter credit derivatives, ratings are not available, and these are included in the not-rated category. Credit derivatives written on an underlying non-investment grade reference credit represent greater payment risk to the Company. The non-investment grade category in the table above primarily includes credit derivatives where the underlying referenced entity has been downgraded subsequent to the inception of the derivative.

              The maximum potential amount of future payments under credit derivative contracts presented in the table above is based on the notional value of the derivatives. The Company believes that the maximum potential amount of future payments for credit protection sold is not representative of the actual loss exposure based on historical experience. This amount has not been reduced by the Company's rights to the underlying assets and the related cash flows. In accordance with most credit derivative contracts, should a credit event (or settlement trigger) occur, the Company is usually liable for the difference between the protection sold and the recourse it holds in the value of the underlying assets. Thus, if the reference entity defaults, Citi will generally have a right to collect on the underlying reference credit and any related cash flows, while being liable for the full notional amount of credit protection sold to the buyer. Furthermore, this maximum potential amount of future payments for credit protection sold has not been reduced for any cash collateral paid to a given counterparty, as such payments would be calculated after netting all derivative exposures, including any credit derivatives with that counterparty in accordance with a related master netting agreement. Due to such netting processes, determining the amount of collateral that corresponds to credit derivative exposures only is not possible. The Company actively monitors open credit risk exposures, and manages this exposure by using a variety of strategies including purchased credit derivatives, cash collateral or direct holdings of the referenced assets. This risk mitigation activity is not captured in the table above.

      Credit-Risk-Related Contingent Features in Derivatives

              Certain derivative instruments contain provisions that require the Company to either post additional collateral or immediately settle any outstanding liability balances upon the occurrence of a specified credit risk-relatedcredit-risk-related event. These events, which are defined by the existing derivative contracts, are primarily downgrades in the credit ratingratings of the Company and its affiliates. The fair value of all derivative instruments with credit-risk-related contingent features that are in a liability position at March 31, 2010 and December 31, 2009 is $27 billion.$22 billion and $17 billion, respectively. The Company has posted $18$15 billion and $11 billion as collateral for this exposure in the normal course of business as of March 31, 2009.2010 and December 31, 2009, respectively. Each downgrade would trigger additional collateral requirements for the Company and its affiliates. However, inIn the event that each legal entity was downgraded to below investment grade credit ratinga single notch as of March 31, 2009,2010, the Company would be required to post additional collateral of up to $10$2.0 billion.


      17.   FAIR-VALUETable of Contents


      16.    FAIR VALUE MEASUREMENT (SFAS 157)

              Effective January 1, 2007, the Company adopted SFAS 157. SFAS 157 (now ASC 820-10) defines fair value, establishes a consistent framework for measuring fair value and expands disclosure requirements about fair-valuefair value measurements. SFAS 157, amongAmong other things, the standard requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. In addition, SFAS 157it precludes the use of block discounts when measuring the fair value of instruments traded in an active market, which discounts were previously applied to large holdings of publicly traded equity securities. It alsomarket; and requires recognition of trade-date gains related to certain derivative transactions whose fair value has been determined using unobservable market inputs.

              This guidance supersedes the guidance in Emerging Issues Task Force Issue No. 02-3, "Issues Involved in Accounting for Derivative Contracts Held for Trading Purposes and Contracts Involved in Energy Trading and Risk Management Activities" (EITF Issue 02-3), which prohibited the recognition of trade-date gains for such derivative transactions when determining the fair value of instruments not traded in an active market.

              As a result of the adoption of SFAS 157, the Company made some amendments to the techniques used in measuring the fair value of derivative and other positions. These amendments change the waystandard also requires that the probability of default of a counterparty is factored into the valuation of derivative positions, include for the first time the impact of Citigroup's own credit risk on derivatives and other liabilities measured at fair value and also eliminatebe factored into the portfolio servicing adjustment that is no longer necessary under SFAS 157.valuation.

      Fair-ValueFair Value Hierarchy

              SFAS 157ASC 820-10 specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These two types of inputs have created the following fair-value hierarchy:

        Level 1—1: Quoted prices foridentical instruments in active markets.

        Level 2—2: Quoted prices forsimilar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers areobservable in active markets.

        Level 3—3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers areunobservable.unobservable.

              This hierarchy requires the use of observable market data when available. The Company considers relevant and observable market prices in its valuations where possible. The frequency of transactions, the size of the bid-ask spread and the amount of adjustment necessary when comparing similar transactions are all factors in determining the liquidity of markets and the relevance of observed prices in those markets.

              The Company's policy with respect to transfers between levels of the fair value hierarchy is to recognize transfers into and out of each level as of the end of the reporting period.

      Determination of Fair Value

              For assets and liabilities carried at fair value, the Company measures such value using the procedures set out below, irrespective of whether these assets and liabilities are carried at fair value as a result of an election under SFAS 159, FASB Statement No. 155,Accounting for Certain Hybrid Financial Instruments (SFAS 155), or FASB Statement No. 156,Accounting for Servicing of Financial Assets (SFAS 156), or whether they were previously carried at fair value.

              When available, the Company generally uses quoted market prices to determine fair value and classifies such items inas Level 1. In some cases where a market price is available, the Company will make use of acceptable practical expedients (such as matrix pricing) to calculate fair value, in which case the items are classified inas Level 2.

              If quoted market prices are not available, fair value is based upon internally developed valuation techniques that use, where possible, current market-based or independently sourced market parameters, such as interest rates, currency rates, option volatilities, etc. Items valued using such internally generated valuation techniques are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified in Level 3 even though there may be some significant inputs that are readily observable.

              Where available, the Company may also make use of quoted prices for recent trading activity in positions with the same or similar characteristics to that being valued. The frequency and size of transactions and the amount of the bid-ask spread are among the factors considered in determining the liquidity of markets and the relevance of observed prices from those markets. If relevant and observable prices are available, those valuations would be classified as Level 2. If prices are not available, other valuation techniques would be used and the item would be classified as Level 3.

              Fair-valueFair value estimates from internal valuation techniques are verified, where possible, to prices obtained from independent vendors or brokers. Vendors and brokers' valuations may be based on a variety of inputs ranging from observed prices to proprietary valuation models.

              The following section describes the valuation methodologies used by the Company to measure various financial instruments at fair value, including an indication of the level in the fair-valuefair value hierarchy in which each instrument is generally classified. Where appropriate, the description includes details of the valuation models, the key inputs to those models as well as any significant assumptions.

      Securities purchased under agreements to resell and securities sold under agreements to repurchase

              No quoted prices exist for such instruments and so fair value is determined using a discounted cash-flow technique. Cash flows are estimated based on the terms of the contract, taking into account any embedded derivative or other features. Expected cash flows are discounted using market rates appropriate to the maturity of the instrument as well as the nature and amount of collateral taken or received. Generally, such instruments are classified within Level 2 of the fair-valuefair value hierarchy as the inputs used in the fair valuation are readily observable.


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      Trading Account Assetsaccount assets and Liabilities—Trading Securitiesliabilities—trading securities and Trading Loanstrading loans

              When available, the Company uses quoted market prices to determine the fair value of trading securities; such items are classified inas Level 1 of the fair-valuefair value hierarchy. Examples include some government securities and exchange-traded equity securities.

              For bonds and secondary market loans traded over the counter, the Company generally determines fair value utilizing internal valuation techniques. Fair-valueFair value estimates from internal valuation techniques are verified, where possible, to prices obtained from independent vendors. Vendors compile prices from various sources and may apply matrix pricing for similar bonds or loans where no price is observable. If available, the Company may also use quoted prices for recent trading activity of assets with similar characteristics to the bond or loan being valued. Trading securities and loans priced using such methods are generally classified as Level 2. However, when less liquidity exists for a security or loan, a quoted price is stale or prices from independent sources vary, a loan or security is generally classified as Level 3.

              Where the Company's principal market for a portfolio of loans is the securitization market, the Company uses the securitization price to determine the fair value of the portfolio. The securitization price is determined from the assumed proceeds of a hypothetical securitization in the current market, adjusted for transformation costs (i.e., direct costs other than transaction costs) and securitization uncertainties such as market conditions and liquidity. As a result of the severe reduction in the level of activity in certain securitization markets since the second half of 2007, observable securitization prices for certain directly comparable portfolios of loans have not been readily available. Therefore, such portfolios of loans are generally classified inas Level 3 of the fair-valuefair value hierarchy. However, for other loan securitization markets, such as those related to conforming prime fixed-rate and conforming adjustable-rate mortgage loans, pricing verification of the hypothetical securitizations has been possible, since these markets have remained active. Accordingly, these loan portfolios are classified as Level 2 in the fair-valuefair value hierarchy.

      Trading Account Assetsaccount assets and Liabilities—Derivativesliabilities—derivatives

              Exchange-traded derivatives are generally fair valued using quoted market (i.e., exchange) prices and so are classified inas Level 1 of the fair-valuefair value hierarchy.

              The majority of derivatives entered into by the Company are executed over the counter and so are valued using internal valuation techniques as no quoted market prices exist for such instruments. The valuation techniques and inputs depend on the type of derivative and the nature of the underlying instrument. The principal techniques used to value these instruments are discounted cash flows, Black-Scholes and Monte Carlo simulation. The fair values of derivative contracts reflect cash the Company has paid or received (for example, option premiums paid and received).

              The key inputs depend upon the type of derivative and the nature of the underlying instrument and include interest rate yield curves, foreign-exchange rates, the spot price of the underlying volatility and correlation. The item is placed in either Level 2 or Level 3 depending on the observability of the significant inputs to the model. Correlation and items with longer tenors are generally less observable.

      Subprime-Related Direct ExposuresSubprime-related direct exposures in CDOs

              The Company accounts for its CDO super seniorsuper-senior subprime direct exposures and the underlying securities on a fair-value basis with all changes in fair value recorded in earnings. Citigroup's CDO super seniorsuper-senior subprime direct exposures are not subject to valuation based on observable transactions. Accordingly, the fair value of these exposures is based on management's best estimates based on facts and circumstances as of the date of these Consolidated Financial Statements.

              Citigroup's CDO super seniorsuper-senior subprime direct exposures are Level 3 assets. The valuation of the high-grade and mezzanine ABS CDO positions uses trader prices based on the underlying assets of each high-grade and mezzanine ABS CDO. Unlike the ABCP- and CDO-squaredABCP positions, the high-grade and mezzanine positions are now largely hedged through the ABX and bond short positions, which are by necessity, trader priced. This results in closer symmetry in the way these long and short positions are valued by the Company. Citigroup intends to use trader marks to value this portion of the portfolio going forward so long as it remains largely hedged.

              The valuationfair values of the ABCP and CDO-squared positions are subject to valuation based on significant unobservable inputs. Fair value of these exposures isare based on estimates of future cash flows from the mortgage loans underlying the assets of the ABS CDOs. To determine the performance of the underlying mortgage loan portfolios, the Company estimates the prepayments, defaults and loss severities based on a number of macroeconomic factors, including housing price changes, unemployment rates, interest rates and borrower and loan attributes, such as age, credit scores, documentation status, loan-to-value (LTV) ratios and debt-to-income (DTI) ratios. The model is calibrated using available mortgage loan information including historical loan performance. In addition, the methodology estimates the impact of geographic concentration of mortgages and the impact of reported fraud in the origination of subprime mortgages. An appropriate discount rate is then applied to the cash flows generated for each ABCP and CDO-squared tranche, in order to estimate its fair value under current market conditions.

              When necessary, the valuation methodology used by Citigroup is refined and the inputs used for the purposes of estimation are modified, in part, to reflect ongoing market developments. More specifically, the inputs of home price appreciation (HPA) assumptions and delinquency data were updated along with discount rates that are based upon a weighted average combination of implied spreads from single name ABS bond prices and ABX indices, as well as CLO spreads under current market conditions.

              The housing-price changes were estimated using a forward-looking projection, which incorporated the Loan Performance Index. In addition, the Company's mortgage default model also uses recent mortgage performance data, a period of sharp home price declines and high levels of mortgage foreclosures.

              The valuation as of March 31, 20092010 assumes a cumulative decline inthat U.S. housing prices from peak to trough of 33%. This


      rate assumes declines of 9.3% and 3.9% in 2009 and 2010, respectively,are unchanged for the remainder of the 33% decline having already occurred before the end of 2008.2010, increase 0.6% in 2011, increase 1.4% in 2012, increase 2.2% in 2013 and increase 3% per year from 2014 onwards.

              In addition, the discount rates were based on a weighted average combination of the implied spreads from single name


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      ABS bond prices, ABX indices and CLO spreads, depending on vintage and asset types. To determine the discount margin, the Company applies the mortgage default model to the bonds underlying the ABX indices and other referenced cash bonds and solves for the discount margin that produces the current market prices of those instruments.

              The primary drivers that currently impact the super seniormodel valuations are the discount rates used to calculate the present value of projected cash flows and projected mortgage loan performance.

              For most of the lending and structuring direct subprime exposures (excluding super seniors), fair value is determined utilizing observable transactions where available, other market data for similar assets in markets that are not active and other internal valuation techniques.

      Investments

              The investments category includes available-for-sale debt and marketable equity securities, whose fair value is determined using the same procedures described for trading securities above or, in some cases, using vendor prices as the primary source.

              Also included in investments are nonpublic investments in private equity and real estate entities held by the S&B business. Determining the fair value of nonpublic securities involves a significant degree of management resources and judgment as no quoted prices exist and such securities are generally very thinly traded. In addition, there may be transfer restrictions on private equity securities. The Company uses an established process for determining the fair value of such securities, using commonly accepted valuation techniques, including the use of earnings multiples based on comparable public securities, industry-specific non-earnings-based multiples and discounted cash flow models. In determining the fair value of nonpublic securities, the Company also considers events such as a proposed sale of the investee company, initial public offerings, equity issuances, or other observable transactions.

              Private equity securities are generally classified inas Level 3 of the fair-valuefair value hierarchy.

      Short-Term BorrowingsShort-term borrowings and Long-Term Debtlong-term debt

              Where fair-valuefair value accounting has been elected, the fair value of non-structured liabilities is determined by discounting expected cash flows using the appropriate discount rate for the applicable maturity. Such instruments are generally classified inas Level 2 of the fair-valuefair value hierarchy as all inputs are readily observable.

              The Company determines the fair value of structured liabilities (where performance is linked to structured interest rates, inflation or currency risks) and hybrid financial instruments (performance linked to risks other than interest rates, inflation or currency risks) using the appropriate derivative valuation methodology (described above) given the nature of the embedded risk profile. Such instruments are classified inas Level 2 or Level 3 depending on the observability of significant inputs to the model.

      Market Valuation Adjustmentsvaluation adjustments

              Liquidity adjustments are applied to items in Level 2 and Level 3 of the fair-valuefair value hierarchy to ensure that the fair value reflects the price at which the entire position could be liquidated. The liquidity reserve is based on the bid-offer spread for an instrument, adjusted to take into account the size of the position.

              Counterparty credit-risk adjustments are applied to derivatives, such as over-the-counter derivatives, where the base valuation uses market parameters based on the LIBOR interest rate curves. Not all counterparties have the same credit risk as that implied by the relevant LIBOR curve, so it is necessary to consider the market view of the credit risk of a counterparty in order to estimate the fair value of such an item.

              Bilateral or "own" credit-risk adjustments are applied to reflect the Company's own credit risk when valuing derivatives and liabilities measured at fair value, in accordance with the requirements of SFAS 157.value. Counterparty and own credit adjustments consider the estimatedexpected future cash flows between Citi and its counterparties under the terms of the instrument and the effect of credit risk on the valuation of those cash flows, rather than a point-in-time assessment of the current recognized net asset or liability. Furthermore, the credit-risk adjustments take into account the effect of credit-risk mitigants, such as pledged collateral and any legal right of offset (to the extent such offset exists) with a counterparty through arrangements such as netting agreements.

      Auction Rate Securitiesrate securities

              Auction rate securities (ARS) are long-term municipal bonds, corporate bonds, securitizations and preferred stocks with interest rates or dividend yields that are reset through periodic auctions. The coupon paid in the current period is based on the rate determined by the prior auction. In the event of an auction failure, ARS holders receive a "fail rate" coupon, which is specified by the original issue documentation of each ARS.

              Where insufficient orders to purchase all of the ARS issue to be sold in an auction were received, the primary dealer or auction agent would traditionally have purchased any residual unsold inventory (without a contractual obligation to do so). This residual inventory would then be repaid through subsequent auctions, typically in a short timeframe. Due to this auction mechanism and generally liquid market, ARS have historically traded and were valued as short-term instruments.

              Citigroup acted in the capacity of primary dealer for approximately $72 billion of ARS and continued to purchase residual unsold inventory in support of the auction mechanism until mid-February 2008. After this date, liquidity in the ARS market deteriorated significantly, auctions failed due to a lack of bids from third-party investors and Citigroup ceased to purchase unsold inventory. Following a number of ARS refinancings, at March 31, 2009,2010, Citigroup continued to act in the capacity of primary dealer for approximately $35$27.1 billion of outstanding ARS.

              The Company classifies its ARS as held-to-maturity, available-for-sale and trading securities.

              Prior to ourthe Company's first auction's failing in the first quarter of 2008, Citigroup valued ARS based on observation of auction market prices, because the auctions had a short maturity period (7, 28


      and 35 days). This generally resulted in valuations at par. Once the auctions failed, ARS could no longer be valued using observation of auction market prices. Accordingly, the fair value of ARS is currently estimated using internally developed discounted cash flow valuation


      Table of Contents

      techniques specific to the nature of the assets underlying each ARS.

              For ARS with U.S. municipal securities as underlying assets, future cash flows are estimated based on the terms of the securities underlying each individual ARS and discounted at an estimated discount rate in order to estimate the current fair value. The key assumptions that impact the ARS valuations are estimated prepayments and refinancings, estimated fail rate coupons (i.e., the rate paid in the event of auction failure, which varies according to the current credit rating of the issuer) and the discount rate used to calculate the present value of projected cash flows. The discount rate used for each ARS is based on rates observed for straight issuances of other municipal securities. In order to arrive at the appropriate discount rate, these observed rates were adjusted upward to factor in the specifics of the ARS structure being valued, such as callability, and the illiquidity in the ARS market.

              For ARS with student loans as underlying assets, future cash flows are estimated based on the terms of the loans underlying each individual ARS, discounted at an appropriate rate in order to estimate the current fair value. The key assumptions that impact the ARS valuations are the expected weighted average life of the structure, estimated fail rate coupons, the amount of leverage in each structure and the discount rate used to calculate the present value of projected cash flows. The discount rate used for each ARS is based on rates observed for basic securitizations with similar maturities to the loans underlying each ARS being valued. In order to arrive at the appropriate discount rate, these observed rates were adjusted upward to factor in the specifics of the ARS structure being valued, such as callability, and the illiquidity in the ARS market.

              During the first quarterThe majority of 2008, ARS for which the auctions failed and where no secondary market has developed were moved to Level 3, as the assets were subject to valuation using significant unobservable inputs. For ARS which are subject to SFAS 157 classification, the majority continue to be classified inas Level 3.

      Alt-A Mortgage Securitiesmortgage securities

              The Company classifies its Alt-A mortgage securities as Held-to-Maturity, Available-for-Sale,held-to-maturity, available-for-sale and Tradingtrading investments. The securities classified as trading and available-for-sale are recorded at fair value with changes in fair value reported in current earnings and AOCI, respectively. For these purposes, Alt-A mortgage securities are non-agency residential mortgage-backed securities (RMBS) where (1) the underlying collateral has weighted average FICO scores between 680 and 720 or (2) for instances where FICO scores are greater than 720, RMBS have 30% or less of the underlying collateral composed of full documentation loans.

              Similar to the valuation methodologies used for other trading securities and trading loans, the Company generally determines the fair value of Alt-A mortgage securities utilizing internal valuation techniques. Fair-value estimates from internal valuation techniques are verified, where possible, to prices obtained from independent vendors. Vendors compile prices from various sources. Where available, the Company may also make use of quoted prices for recent trading activity in securities with the same or similar characteristics to that being valued.

              The internal valuation techniques used for Alt-A mortgage securities, as with other mortgage exposures, consider estimated housing price changes, unemployment rates, interest rates and borrower attributes. They also consider prepayment rates as well as other market indicators.

              Alt-A mortgage securities that are valued using these methods are generally classified as Level 2. However, Alt-A mortgage securities backed by Alt-A mortgages of lower quality or more recent vintages are mostly classified inas Level 3 due to the reduced liquidity that exists for such positions, which reduces the reliability of prices available from independent sources.

      Commercial Real Estate Exposurereal estate exposure

              Citigroup reports a number of different exposures linked to commercial real estate at fair value with changes in fair value reported in earnings, including securities, loans and investments in entities that hold commercial real estate loans or commercial real estate directly. The Company also reports securities backed by commercial real estate asAvailable-for-sale available-for-sale investments,, which are carried at fair value with changes in fair-value reported in AOCI.

              Similar to the valuation methodologies used for other trading securities and trading loans, the Company generally determines the fair value of securities and loans linked to commercial real estate utilizing internal valuation techniques. Fair-value estimates from internal valuation techniques are verified, where possible, to prices obtained from independent vendors. Vendors compile prices from various sources. Where available, the Company may also make use of quoted prices for recent trading activity in securities or loans with the same or similar characteristics to thatthose being valued. Securities and loans linked to commercial real estate valued using these methodologies are generally classified as Level 3 as a result of the reduced liquidity currently in the market for such exposures.

              The fair value of investments in entities that hold commercial real estate loans or commercial real estate directly is determined using a similar methodology to that used for other non-public investments in real estate held by the S&B business. The Company uses an established process for determining the fair value of such securities, using commonly accepted valuation techniques, including the use of earnings multiples based on comparable public securities, industry-specific non-earnings-based multiples and discounted cash flow models. In determining the fair value of such investments, the Company also considers events, such as a proposed sale of the investee company, initial public offerings, equity issuances, or other observable transactions. Such investments are generally classified inas Level 3 of the fair-value hierarchy.

      Highly Leveraged Financing Commitments

              The Company reports approximately $800 million of highly leveraged loans as held for sale, which are measured on a LOCOM basis. The fair value of such exposures is determined,


      where possible, using quoted secondary-market prices and classified in Level 2 of the fair-value hierarchy if there is a sufficient level of activity in the market and quotes or traded prices are available with suitable frequency.

              However, due to the dislocation of the credit markets and the reduced market interest in higher risk/higher yield instruments since the latter half of 2007, liquidity in the market for highly leveraged financings has been limited. Therefore, a majority of such exposures are classified in Level 3 as quoted secondary market prices do not generally exist. The fair value for such exposures is determined using quoted prices for a similar asset or assets, adjusted for the specific attributes of the loan being valued.


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      Items Measured at Fair Value on a Recurring Basis

              The following tables present for each of the fair-value hierarchy levels the Company's assets and liabilities that are measured at fair value on a recurring basis at March 31, 2009 and December 31, 2008.basis. The Company often hedges positions that have been classified in the Level 3 category with financial instruments that have been classified as Level 1 or Level 2. In addition, the Company also hedges items classified in the Level 3 category with instruments classified in Level 3 of the fair value hierarchy. The effects of these hedges are presented gross in the following table.

      In millions of dollars at March 31, 2009 Level 1 Level 2 Level 3 Gross
      inventory
       Netting(1) Net balance 
      Assets                   
      Federal funds sold and securities borrowed or purchased under agreements to resell $ $106,306 $ $106,306 $(26,632)$79,674 
      Trading securities                   
       Trading mortgage-backed securities                   
        U.S. government sponsored $ $23,091 $1,388 $24,479 $ $24,479 
        Prime    1,070  1,285  2,355    2,355 
        Alt-A    393  832  1,225    1,225 
        Subprime    476  11,036  11,512    11,512 
        Non-U.S. residential    218  181  399    399 
        Commercial    481  2,020  2,501    2,501 
                    
       Total trading mortgage-backed securities $ $25,729 $16,742 $42,471 $ $42,471 
                    
       U.S. Treasury and federal agencies securities                   
        U.S. Treasury $8,297 $233 $ $8,530 $ $8,530 
        Agency obligations  79  5,523  51  5,653    5,653 
                    
       Total U.S. Treasury and federal agencies securities $8,376 $5,756 $51 $14,183 $ $14,183 
                    
       Other trading securities                   
       State and municipal $ $6,416 $198 $6,614 $ $6,614 
       Foreign government $48,860 $12,342 $1,011 $62,213 $ $62,213 
       Corporate $ $42,694 $12,382 $55,076 $ $55,076 
       Equity securities $28,241 $4,006 $1,740 $33,987 $ $33,987 
       Other debt securities $ $14,072 $10,746 $24,818 $ $24,818 
                    
      Total trading securities $85,477 $111,015 $42,870 $239,362 $ $239,362 
                    
      Derivatives $7,703 $1,024,159 $49,911 $1,081,773 $(985,913)$95,860 
                    
      Investments                   
       Mortgage-backed securities                   
        U.S. government sponsored $ $27,409 $ $27,409 $ $27,409 
        Prime    5,083  1,125  6,208    6,208 
        Alt-A    220  177  397    397 
        Subprime      12  12    12 
        Non-U.S. residential    413    413    413 
        Commercial      469  469    469 
                    
       Total investment mortgage-backed securities $ $33,125 $1,783 $34,908 $ $34,908 
                    
       U.S. Treasury and federal Agency securities                   
         U.S. Treasury $4,629 $405 $ $5,034 $ $5,034 
         Agency obligations  224  9,105    9,329    9,329 
                    
       Total U.S. Treasury and federal agency $4,853 $9,510 $ $14,363 $ $14,363 
                    
       State and municipal $ $13,825 $207 $14,032 $ $14,032 
       Foreign government $34,918 $30,566 $643 $66,127 $ $66,127 
       Corporate $ $18,361 $2,192 $20,553 $ $20,553 
       Equity securities $1,624 $626 $2,849 $5,099 $ $5,099 
       Other debt securities $ $687 $7,542 $8,229 $ $8,229 
      Non-Marketable equity securities $24 $92 $7,479 $7,595 $ $7,595 
                    
      Total investments $41,419 $106,792 $22,695 $170,906 $ $170,906 
                    
      Loans(2) $ $2,182 $171 $2,353 $ $2,353 
      Mortgage servicing rights $ $ $5,481 $5,481 $ $5,481 
      Other financial assets measured on a recurring basis $ $8,265 $2,515 $10,780 $(2,527)$8,253 
                    
      Total assets $134,599 $1,358,719 $123,643 $1,616,961 $(1,015,072)$601,889 
         8.3% 84.0% 7.7% 100.0%      
                    

      In millions of dollars at March 31, 2010 Level 1 Level 2 Level 3 Gross
      inventory
       Netting(1) Net
      balance
       

      Assets

                         

      Federal funds sold and securities borrowed or purchased under agreements to resell

       $ $147,565 $1,907 $149,472 $(52,876)$96,596 

      Trading securities

                         
       

      Trading mortgage-backed securities

                         
         

      U.S. government sponsored

       $ $28,207 $947 $29,154 $ $29,154 
         

      Prime

          969  399  1,368    1,368 
         

      Alt-A

          1,043  321  1,364    1,364 
         

      Subprime

          623  6,525  7,148    7,148 
         

      Non-U.S. residential

          2,536  243  2,779    2,779 
         

      Commercial

          990  2,215  3,205    3,205 
                    
       

      Total trading mortgage-backed securities

       $ $34,368 $10,650 $45,018 $ $45,018 
                    
       

      U.S. Treasury and federal agencies securities

                         
         

      U.S. Treasury

       $26,308 $866 $ $27,174 $ $27,174 
         

      Agency obligations

          5,248    5,248    5,248 
                    
       

      Total U.S. Treasury and federal agencies securities

       $26,308 $6,114 $ $32,422 $ $32,422 
                    
       

      State and municipal

       $ $7,219 $453 $7,672 $ $7,672 
       

      Foreign government

        68,746  16,610  644  86,000    86,000 
       

      Corporate

          49,045  7,950  56,995    56,995 
       

      Equity securities

        32,440  9,709  905  43,054    43,054 
       

      Asset-backed securities

          1,275  4,200  5,475     5,475 
       

      Other debt securities

          14,308  1,129  15,437    15,437 
                    
       

      Total trading securities

       $127,494 $138,648 $25,931 $292,073 $ $292,073 
                    
       

      Derivatives

                         
        

      Interest rate contracts

       $116 $457,713 $2,352 $460,181       
        

      Foreign exchange contracts

        4  69,978  698  70,680       
        

      Equity contracts

        3,320  12,970  1,876  18,166       
        

      Commodity and other contracts

          16,293  879  17,172       
        

      Credit derivatives

          65,312  22,568  87,880       
                      
       

      Total Gross Derivatives

       $3,440 $622,266 $28,373 $654,079       
       

      Cash Collateral Paid

                48,247       
       

      Netting agreements and market value adjustments

                    (648,616)   
                    
       

      Total Derivatives

       $3,440 $622,266 $28,373 $702,326 $(648,616)$53,710 
                    

      Investments

                         
       

      Mortgage-backed securities

                         
         

      U.S. government sponsored

       $86 $20,370 $1 $20,457 $ $20,457 
         

      Prime

          5,602  276  5,878    5,878 
         

      Alt-A

          222  30  252    252 
         

      Subprime

            1  1    1 
         

      Non-U.S. Residential

          204    204    204 
         

      Commercial

          40  546  586    586 
                    


      Table of Contents

      In millions of dollars at March 31, 2009 Level 1 Level 2 Level 3 Gross
      inventory
       Netting(1) Net
      balance
       
      Liabilities                   
      Interest-bearing deposits $ $2,208 $41 $2,249 $ $2,249 
      Federal funds purchased and securities loaned or sold under agreements to repurchase $ $138,217 $10,732 $148,949 $(26,632)$122,317 
      Trading account liabilities                   
       Securities sold, not yet purchased $36,253 $12,124 $1,311 $49,688 $ $49,688 
       Derivatives $7,847 $1,003,651 $46,372 $1,057,870 $(976,732)$81,138 
      Short-term borrowings $ $6,259 $1,030 $7,289 $ $7,289 
      Long-term debt $ $12,897 $10,438 $23,335 $ $23,335 
      Other financial liabilities measured on a recurring basis $ $10,591 $1 $10,592 $(2,527)$8,065 
                    
      Total liabilities $44,100 $1,185,947 $69,925 $1,299,972 $(1,005,891)$294,081 
         3.4% 91.2% 5.4% 100.0%      
                    

      In millions of dollars at March 31, 2010 Level 1 Level 2 Level 3 Gross
      inventory
       Netting(1) Net
      balance
       
       

      Total investment mortgage-backed securities

       $86 $26,438 $854 $27,378 $ $27,378 
                    
       

      U.S. Treasury and federal agency securities

                         
          

      U.S. Treasury

       $5,261 $26,482 $ $31,743 $ $31,743 
          

      Agency obligations

          35,737  19  35,756     35,756 
                    
       

      Total U.S. Treasury and federal agency

       $5,261 $62,219 $19 $67,499 $ $67,499 
                    
       

      State and municipal

       $ $15,083 $262 $15,345   $15,345 
       

      Foreign government

        58,561  48,424  287  107,272    107,272 
       

      Corporate

          16,024  1,062  17,086    17,086 
       

      Equity securities

        3,335  128  2,468  5,931    5,931 
       

      Asset-backed securities

          2,347  7,936  10,283    10,283 
       

      Other debt securities

          1,566  1,007  2,573    2,573 
       

      Non-marketable equity securities

          158  8,613  8,771    8,771 
                    

      Total investments

       $67,243 $172,387 $22,508 $262,138   $262,138 
                    

      Loans(2)

       $  973 $4,395  5,368   $5,368 

      Mortgage servicing rights

            6,439  6,439    6,439 

      Other financial assets measured on a recurring basis

          14,796  907  15,703  (2,455) 13,248 
                    

      Total assets

       $198,177 $1,096,635 $90,460  1,433,519 $(703,947)$729,572 

      Total as a percentage of gross assets(3)

        14.3% 79.2% 6.5% 100.0%      
                    

      Liabilities

                         

      Interest-bearing deposits

       $ $1,382 $158 $1,540   $1,540 

      Federal funds purchased and securities loaned or sold under agreements to repurchase

          188,427  975  189,402  (52,876) 136,526 

      Trading account liabilities

                         
       

      Securities sold, not yet purchased

        68,086  14,900  148  83,134    83,134 
       

      Derivatives

                         
        

      Interest rate contracts

        128  457,696  2,013  459,837       
        

      Foreign exchange contracts

        19  69,998  665  70,682       
        

      Equity contracts

        3,327  29,473  3,296  36,096       
        

      Commodity and other contracts

          16,026  1,524  17,550       
        

      Credit derivatives

          59,341  17,539  76,880       
                      
       

      Total gross derivatives

       $3,474 $632,534 $25,037 $661,045       
       

      Cash collateral received

                39,144       
       

      Netting agreements and market value adjustments

                    (640,575)   
                    
       

      Total derivatives

       $3,474 $632,534 $25,037 $700,189 $(640,575)$59,614 

      Short-term borrowings

          967  258  1,225     1,225 

      Long-term debt

          15,276  12,836  28,112     28,112 

      Other financial liabilities measured on a recurring basis

          13,934  2  13,936  (2,455) 11,481 
                    

      Total liabilities

       $71,560 $867,420 $39,414  1,017,538  (695,906)$321,632 

      Total as a percentage of gross liabilities(3)

        7.3% 88.7% 4.0% 100.0%      
                    

      (1)
      Represents netting of: (i) the amounts due under securities purchased under agreements to resell and the amounts owed under securities sold under agreements to repurchase, in accordance with FIN 41, and (ii) derivative exposures covered by a qualifying master netting agreement, in accordance with FIN 39, cash collateral, and the market value adjustment.

      (2)
      There is no allowance for loan losses recorded for loans reported at fair value.

      (3)
      Percentage is calculated based on total assets and liabilities excluding collateral received/paid on derivatives.

      Table of Contents

      In millions of dollars at December 31, 2008 Level 1 Level 2 Level 3 Gross
      inventory
       Netting(1) Net balance 
      Assets                   
      Federal funds sold and securities borrowed or purchased under agreements to resell $ $96,524 $ $96,524 $(26,219)$70,305 
      Trading account assets                   
       Trading securities and loans  90,530  121,043  50,773  262,346    262,346 
       Derivatives  9,675  1,102,252  60,725  1,172,652  (1,057,363) 115,289 
      Investments  44,342  111,836  28,273  184,451    184,451 
      Loans(2)    2,572  160  2,732    2,732 
      Mortgage servicing rights      5,657  5,657    5,657 
      Other financial assets measured on a recurring basis    9,890  359  10,249  (4,527) 5,722 
                    
      Total assets $144,547 $1,444,117 $145,947 $1,734,611 $(1,088,109)$646,502 
         8.3% 83.3% 8.4% 100.0%      
                    
      Liabilities                   
      Interest-bearing deposits $ $2,552 $54 $2,606 $ $2,606 
      Federal funds purchased and securities loaned or sold under agreements to repurchase    153,918  11,167  165,085  (26,219) 138,866 
      Trading account liabilities                   
       Securities sold, not yet purchased  36,848  13,192  653  50,693    50,693 
       Derivatives  10,038  1,096,113  57,139  1,163,290  (1,046,505) 116,785 
      Short-term borrowings    16,278  1,329  17,607    17,607 
      Long-term debt    16,065  11,198  27,263    27,263 
      Other financial liabilities measured on a recurring basis    8,222  1  8,223  (4,527) 3,696 
                    
      Total liabilities $46,886 $1,306,340 $81,541 $1,434,767 $(1,077,251)$357,516 
         3.3% 91.0% 5.7% 100.0%      
                    

      In millions of dollars at December 31, 2009 Level 1 Level 2 Level 3 Gross
      inventory
       Netting(1) Net
      balance
       

      ASSETS

                         

      Federal funds sold and securities borrowed or purchased under agreements to resell

       $ $138,550 $ $138,550 $(50,713)$87,837 

      Trading securities

                         
       

      Trading mortgage-backed securities

                         
        

      U.S. government-sponsored agency guaranteed

       $ $19,666 $972 $20,638 $ $20,638 
        

      Prime

          772  384  1,156    1,156 
        

      Alt-A

          842  387  1,229    1,229 
        

      Subprime

          736  8,998  9,734    9,734 
        

      Non-U.S. residential

          1,796  572  2,368    2,368 
        

      Commercial

          1,004  2,451  3,455    3,455 
                    
       

      Total trading mortgage-backed securities

       $ $24,816 $13,764 $38,580 $ $38,580 
                    
       

      U.S. Treasury and federal agencies securities

                         
        

      U.S. Treasury

       $27,943 $995 $ $28,938 $ $28,938 
        

      Agency obligations

          2,041   $2,041    2,041 
                    
       

      Total U.S. Treasury and federal agencies securities

       $27,943 $3,036 $ $30,979 $ $30,979 
                    
       

      Other trading securities

                         
       

      State and municipal

       $ $6,925 $222 $7,147 $ $7,147 
       

      Foreign government

        59,229  13,081  459  72,769    72,769 
       

      Corporate

          43,365  8,620  51,985    51,985 
       

      Equity securities

        33,754  11,827  640  46,221    46,221 
       

      Other debt securities

          19,976  16,237  36,213    36,213 
                    

      Total trading securities

       $120,926 $123,026 $39,942 $283,894 $ $283,894 
                    

      Total derivatives(2)

       $4,002 $671,532 $27,685 $703,219 $(644,340)$58,879 
                    

      Investments

                         
       

      Mortgage-backed securities

                         
        

      U.S. government-sponsored agency guaranteed

       $89 $20,823 $2 $20,914 $ $20,914 
        

      Prime

          5,742  736  6,478    6,478 
        

      Alt-A

          572  55  627    627 
        

      Subprime

            1  1    1 
        

      Non-U.S. residential

          255    255    255 
        

      Commercial

          47  746  793    793 
                    
       

      Total investment mortgage-backed securities

       $89 $27,439 $1,540 $29,068 $ $29,068 
                    
       

      U.S. Treasury and federal agency securities

                         
         

      U.S. Treasury

       $5,943 $20,619 $ $26,562 $ $26,562 
         

      Agency obligations

          27,531  21  27,552    27,552 
                    
       

      Total U.S. Treasury and federal agency

       $5,943 $48,150 $21 $54,114 $ $54,114 
                    
       

      State and municipal

       $ $15,393 $217 $15,610 $ $15,610 
       

      Foreign government

        60,484  41,765  270  102,519    102,519 
       

      Corporate

          19,056  1,257  20,313    20,313 
       

      Equity securities

        3,056  237  2,513  5,806    5,806 
       

      Other debt securities

          3,337  8,832  12,169    12,169 
       

      Non-marketable equity securities

          77  6,753  6,830    6,830 
                    

      Total investments

       $69,572 $155,454 $21,403 $246,429 $ $246,429 
                    

      Loans(3)

       $ $1,226 $213 $1,439 $ $1,439 

      Mortgage servicing rights

            6,530  6,530    6,530 

      Other financial assets measured on a recurring basis

          15,787  1,101  16,888  (4,224) 12,664 
                    

      Total assets

       $194,500 $1,105,575 $96,874 $1,396,949 $(699,277)$697,672 

        13.9% 79.2% 6.9% 100.0%      
                    

      Table of Contents

      In millions of dollars at December 31, 2009 Level 1 Level 2 Level 3 Gross
      inventory
       Netting(1) Net
      balance
       

      LIABILITIES

                         

      Interest-bearing deposits

       $ $1,517 $28 $1,545 $ $1,545 

      Federal funds purchased and securities loaned or sold under agreements to repurchase

          152,687  2,056  154,743  (50,713) 104,030 

      Trading account liabilities

                         
       

      Securities sold, not yet purchased

        52,399  20,233  774  73,406    73,406 
       

      Derivatives(2)

        4,980  669,384  24,577  698,941  (634,835) 64,106 

      Short-term borrowings

          408  231  639    639 

      Long-term debt

          16,288  9,654  25,942    25,942 

      Other financial liabilities measured on a recurring basis

          15,753  13  15,766  (4,224) 11,542 
                    

      Total liabilities

       $57,379 $876,270 $37,333 $970,982 $(689,772)$281,210 

        5.9% 90.2% 3.8% 100.0%      
                    

      (1)
      Represents netting of: (i) the amounts due under securities purchased under agreements to resell and the amounts owed under securities sold under agreements to repurchase, in accordance with FIN 41, and (ii) derivative exposures covered by a qualifying master netting agreement, in accordance with FIN 39, cash collateral, and the market value adjustment.

      (2)
      Cash collateral paid/received is included in Level 2 Derivative assets/liabilities, as it is primarily related to derivative positions classified in Level 2.

      (3)
      There is no allowance for loan losses recorded for loans reported at fair value.

      Table of Contents

      Changes in Level 3 Fair-Value Category

              December 31, theThe following tables present the changes in the Level 3 fair-value category for the three months ended March 31, 20092010 and DecemberMarch 31, 2008.2009. The Company classifies financial instruments in Level 3 of the fair-value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly. Thus, the gains and losses presented below include changes in the fair value related to both observable and unobservable inputs.

              The Company often hedges positions with offsetting positions that are classified in a different level. For example, the gains and losses for assets and liabilities in the Level 3 category presented in the tables below do not reflect the effect of offsetting losses and gains on hedging instruments that have been classified by the Company in the Level 1 and Level 2 categories. In addition, the Company hedges items classified in the Level 3 category with instruments also classified in Level 3 of the fair-value hierarchy. The effects of these hedges are presented gross in the following tables.

       
        
       Net realized/ unrealized gains (losses) included in  
        
        
        
       
       
        
       Transfers
      in and/or
      out of
      Level 3
       Purchases,
      issuances
      and
      settlements
        
       Unrealized
      gains
      (losses)
      still held(3)
       
      In millions of dollars at March 31, 2009 December 31,
      2008
       Principal
      transactions
       Other(1)(2) March 31,
      2009
       
      Assets                      
      Trading securities                      
       Trading mortgage-backed securities                      
        U.S. government sponsored $1,397 $(28)$ $10 $9 $1,388 $(1)
        Prime  850  (35)   439  31  1,285  (19)
        Alt-A  735  (69)   (187) 353  832  (9)
        Subprime  14,494  (2,363)   (710) (385) 11,036  (2,049)
        Non-U.S. residential  714  (32)   (490) (11) 181  (3)
        Commercial  2,086  (200)   159  (25) 2,020  (161)
                      
       Total trading mortgage-backed securities $20,276 $(2,727)$ $(779)$(28)$16,742 $(2,242)
                      
       U.S. Treasury and federal agencies securities                      
        U.S. Treasury $ $ $ $ $ $ $ 
        Agency obligations  59  (9)     1  51  (9)
                      
       Total U.S. Treasury and federal agencies securities $59 $(9)$ $ $1 $51 $(9)
                      
       Other trading securities                      
       State and municipal $233 $1   $56 $(92)$198 $ 
       Foreign government  1,261  36    23  (309) 1,011  31 
       Corporate  16,027  (924)   (1,041) (1,680) 12,382  (1,045)
       Equity securities  1,387  (21)   17  357  1,740  31 
       Other debt securities  11,530  (327)   (1,307) 850  10,746  (23)
                      
      Total trading securities $50,773 $(3,971)$  (3,031)$(901)$42,870 $(3,257)
                      
      Derivatives, net(4) $3,586 $116 $ $(1,081)$918 $3,539 $26 
                      
      Investments                      
       Mortgage-backed securities                      
        Prime $1,163 $ $2 $204 $(244)$1,125 $(5)
        Alt-A  111    (7) 8  65  177  (10)
        Subprime  25    (6)   (7) 12  (5)
        Commercial  964    (19) (402) (74) 469  (18)
                      
       Total investment mortgage-backed debt securities $2,263 $  (30) (190) (260)$1,783 $(38)
                      
       State and municipal $222 $ $ $(15)$ $207 $ 
       Foreign government  571      72    643   
       Corporate  1,019    (23) 753  443  2,192  (2)
       Equity securities  3,807    (529) (123) (306) 2,849  (389)
       Other debt securities  11,324    (1,670) (562) (1,550) 7,542  (1,741)
       Non-Marketable equity securities  9,067    (727) (858) (3) 7,479  (530)
                      
      Total investments $28,273 $ $(2,979)$(923)$(1,676)$22,695 $(2,700)
                      

       
        
       Net realized/ unrealized
      gains (losses) included in
        
        
        
        
       
       
        
       Transfers
      in and/or
      out of
      Level 3
       Purchases,
      issuances
      and
      settlements
        
       Unrealized
      gains
      (losses)
      still held(3)
       
      In millions of dollars December 31,
      2009
       Principal
      transactions
       Other(1)(2) March 31,
      2010
       

      Assets

                            

      Federal funds sold and securities borrowed or purchased under agreements to resell

       $ $63 $ $1,052 $792 $1,907 $ 

      Trading securities

                            
       

      Trading mortgage-backed securities

                            
         

      U.S. government sponsored

       $972 $(51)$ $98 $(72)$947 $(18)
         

      Prime

        384  35    83  (103) 399  6 
         

      Alt-A

        387  15    60  (141) 321  5 
         

      Subprime

        8,998  733    (751) (2,455) 6,525  724 
         

      Non-U.S. residential

        572  (41)   (279) (9) 243  15 
         

      Commercial

        2,451  (12)   (41) (183) 2,215  3 
                      
       

      Total trading mortgage-backed securities

       $13,764 $679 $ $(830)$(2,963)$10,650 $735 
                      
       

      State and municipal

       $222 $3 $ $185  43 $453 $1 
       

      Foreign government

        459  26    (197) 356  644  16 
       

      Corporate

        8,620  (1)   (339) (330) 7,950  92 
       

      Equity securities

        640  6    326  (67) 905  31 
       

      Asset-backed securities

        3,006  (61)   (30) 1,285  4,200  (3)
       

      Other debt securities

        13,231  95    (207) (11,990) 1,129  26 
                      

      Total trading securities

       $39,942 $747 $ $(1,092)$(13,666)$25,931 $898 
                      

      Derivatives, net(4)

                            
        

      Interest rate contracts

       $(374)$475 $ $512 $(274)$339 $415 
        

      Foreign exchange contracts

        (38) 138    (97) 30  33  154 
        

      Equity contracts

        (1,110) (179)   (231) 100  (1,420) (167)
        

      Commodity and other contracts

        (529) (201)   30  55  (645) (163)
        

      Credit derivatives

        5,159  146    (517) 241  5,029  116 
                      

      Total Derivatives, net(4)

       $3,108 $379 $ $(303)$152 $3,336 $355 
                      

      Investments

                            
       

      Mortgage-backed securities

                            
         

      U.S. government-sponsored agency guaranteed

       $2 $ $(1)$ $ $1 $ 
         

      Prime

        736    (97) (505) 142  276   
         

      Alt-A

        55    (23)   (2) 30   
         

      Subprime

        1          1   
         

      Commercial

        746    (462) 1  261  546   
                      
       

      Total investment mortgage-backed debt securities

       $1,540 $ $(583)$(504)$401 $854 $ 
                      

      U.S. Treasury and federal agencies securities

                            
       

      Agency Obligations

       $21 $ $(21)$ $19 $19 $(1)
                      

      Total U.S. Treasury and federal agencies securities

       $21 $ $(21)$ $19 $19 $(1)
                      
       

      State and municipal

       $217 $ $1 $ $44 $262 $1 
       

      Foreign government

        270    8  17  (8) 287  1 
       

      Corporate

        1,257    (74) (59) (62) 1,062  26 
       

      Equity securities

        2,513    12  89  (146) 2,468  13 
       

      Asset-backed securities

        8,272    (30) 16  (322) 7,936  (27)
       

      Other debt securities

        560    7  6  434  1,007  10 
       

      Non-marketable equity securities

        6,753    17  1,969  (126) 8,613  4 
                      

      Table of Contents

       
        
       Net realized/ unrealized gains (losses) included in  
        
        
        
       
       
        
       Transfers
      in and/or
      out of
      Level 3
       Purchases,
      issuances
      and
      settlements
        
       Unrealized
      gains
      (losses)
      still held(3)
       
      In millions of dollars at March 31, 2009 December 31,
      2008
       Principal
      transactions
       Other(1)(2) March 31,
      2009
       
      Loans $160 $ $(5)$ $16 $171 $(5)
      Mortgage servicing rights  5,657    (130)   (46) 5,481  (130)
      Other financial assets measured on a recurring basis  359    1,919  427  (190) 2,515  1,640 
                      
      Liabilities                      
      Interest-bearing deposits $54 $ $4 $ $(9)$41 $3 
      Federal funds purchased and securities loaned or sold under agreements to repurchase  11,167  32    (329) (74) 10,732  32 
      Trading account liabilities                      
       Securities sold, not yet purchased  653  36    419  275  1,311  (8)
      Short-term borrowings  1,329    (108) (697) 290  1,030  (86)
      Long-term debt  11,198    448  (377) 65  10,438  309 
      Other financial liabilities measured on a recurring basis  1    (1)   (1) 1  (1)
                      

       
        
       Net realized/ unrealized
      gains (losses) included in
        
        
        
        
       
       
        
       Transfers
      in and/or
      out of
      Level 3
       Purchases,
      issuances
      and
      settlements
        
       Unrealized
      gains
      (losses)
      still held(3)
       
      In millions of dollars December 31,
      2009
       Principal
      transactions
       Other(1)(2) March 31,
      2010
       

      Total investments

       $21,403 $ $(663)$1,534 $234 $22,508 $27 
                      

      Loans

       $213 $ $156 $620 $3,406 $4,395 $143 

      Mortgage servicing rights

        6,530    144    (235) 6,439  213 

      Other financial assets measured on a recurring basis

        1,101    8  (13) (189) 907  15 
                      

      Liabilities

                            

      Interest-bearing deposits

       $28 $ $6 $(2)$138 $158 $1 

      Federal funds purchased and securities loaned or sold under agreements to repurchase

        2,056  1    (1,052) (28) 975  1 

      Trading account liabilities

                            
       

      Securities sold, not yet purchased

        774  19    (578) (29) 148  9 

      Short-term borrowings

        231  (10)   (118) 135  258  31 

      Long-term debt

        9,654  146  (145) 482  2,701  12,836  42 

      Other financial liabilities measured on a recurring basis

        13    (5)   (16) 2  (2)
                      


       
        
       Net realized/ unrealized
      gains (losses) included in
        
        
        
        
       
       
        
       Transfers
      in and/or
      out of
      Level 3
       Purchases,
      issuances
      and
      settlements
        
       Unrealized
      gains
      (losses)
      still held(3)
       
      In millions of dollars December 31,
      2008
       Principal
      transactions
       Other(1)(2) March 31,
      2009
       

      Assets

                            

      Trading securities

                            
       

      Trading mortgage-backed securities

                            
        

      U.S. government sponsored

       $1,397 $(28)$ $10 $9 $1,388 $(1)
        

      Prime

        850  (35)   439  31  1,285  (19)
        

      Alt-A

        735  (69)   (187) 353  832  (9)
        

      Subprime

        14,494  (2,363)   (710) (385) 11,036  (2,049)
        

      Non-U.S. residential

        714  (32)   (490) (11) 181  (3)
        

      Commercial

        2,086  (200)   159  (25) 2,020  (161)
                      
       

      Total trading mortgage-backed securities

       $20,276 $(2,727)$ $(779)$(28)$16,742 $(2,242)
                      
       

      U.S. Treasury and federal agencies securities

                            
        

      U.S. Treasury

       $ $ $ $ $ $ $ 
        

      Agency obligations

        59  (9)     1  51  (9)
                      
       

      Total U.S. Treasury and federal agencies securities

       $59 $(9)$ $ $1 $51 $(9)
                      
       

      State and municipal

       $233 $1   $56 $(92)$198 $ 
       

      Foreign government

        1,261  36    23  (309) 1,011  31 
       

      Corporate

        16,027  (924)   (1,041) (1,680) 12,382  (1,045)
       

      Equity securities

        1,387  (21)   17  357  1,740  31 
       

      Other debt securities

        11,530  (327)   (1,307) 850  10,746  (23)
                      

      Total trading securities

       $50,773 $(3,971)$  (3,031)$(901)$42,870 $(3,257)
                      

      Derivatives, net(4)

       $3,586 $116 $ $(1,081)$918 $3,539 $26 
                      

      Investments

                            
       

      Mortgage-backed securities

                            
        

      Prime

       $1,163 $ $2 $204 $(244)$1,125 $(5)
        

      Alt-A

        111    (7) 8  65  177  (10)
        

      Subprime

        25    (6)   (7) 12  (5)
        

      Commercial

        964    (19) (402) (74) 469  (18)
                      

      Table of Contents

       
        
       Net realized/unrealized gains (losses) included in  
        
        
        
       
       
        
       Transfers
      in and/or
      out of
      Level 3
       Purchases,
      issuances
      and
      settlements
        
       Unrealized
      gains
      (losses)
      Still held(3)
       
      In millions of dollars December 31,
      2007
       Principal
      transactions
       Other(1)(2) March 31,
      2008
       
      Assets                      
      Securities purchased under agreements to resell $16 $ $ $ $(16)$ $ 
      Trading account assets                      
       Trading securities and loans  75,573  (28,052)   7,418  (4,166) 50,773  (19,572)
       Derivatives, net(4)  (2,470) 7,804    (2,188) 440  3,586  9,622 
      Investments  17,060    (4,917) 5,787  10,343  28,273  (801)
      Loans  9    (15)   166  160  (19)
      Mortgage servicing rights  8,380    (1,870)   (853) 5,657  (1,870)
      Other financial assets measured on a recurring basis  1,171    86  422  (1,320) 359  86 
                      
      Liabilities                      
      Interest-bearing deposits $56 $(5)$ $13 $(20)$54 $(3)
      Securities sold under agreements to repurchase  6,158  (273)   6,158  (1,422) 11,167  (136)
      Trading account liabilities                      
       Securities sold, not yet purchased  473  153    1,036  (703) 653  328 
      Short-term borrowings  5,016  106    (1,798) (1,783) 1,329  (63)
      Long-term debt  8,953  2,228    38,792  (34,319) 11,198  1,115 
      Other financial liabilities measured on a recurring basis  1    (61)   (61) 1   
                      

       
        
       Net realized/ unrealized
      gains (losses) included in
        
        
        
        
       
       
        
       Transfers
      in and/or
      out of
      Level 3
       Purchases,
      issuances
      and
      settlements
        
       Unrealized
      gains
      (losses)
      still held(3)
       
      In millions of dollars December 31,
      2008
       Principal
      transactions
       Other(1)(2) March 31,
      2009
       
       

      Total investment mortgage-backed debt securities

       $2,263 $  (30) (190) (260)$1,783 $(38)
                      
       

      State and municipal

       $222 $ $ $(15)$ $207 $ 
       

      Foreign government

        571      72    643   
       

      Corporate

        1,019    (23) 753  443  2,192  (2)
       

      Equity securities

        3,807    (529) (123) (306) 2,849  (389)
       

      Other debt securities

        11,324    (1,670) (562) (1,550) 7,542  (1,741)
       

      Non-marketable equity securities

        9,067    (727) (858) (3) 7,479  (530)
                      

      Total investments

       $28,273 $ $(2,979)$(923)$(1,676)$22,695 $(2,700)
                      

      Loans

       $160 $ $(5)$ $16 $171 $(5)

      Mortgage servicing rights

        5,657    (130)   (46) 5,481  (130)

      Other financial assets measured on a recurring basis

        359    1,919  427  (190) 2,515  1,640 
                      

      Liabilities

                            

      Interest-bearing deposits

       $54 $ $4 $ $(9)$41 $3 

      Federal funds purchased and securities loaned or sold under agreements to repurchase

        11,167  32    (329) (74) 10,732  32 

      Trading account liabilities

                            
       

      Securities sold, not yet purchased

        653  36    419  275  1,311  (8)

      Short-term borrowings

        1,329    (108) (697) 290  1,030  (86)

      Long-term debt

        11,198    448  (377) 65  10,438  309 

      Other financial liabilities measured on a recurring basis

        1    (1)   (1) 1  (1)
                      

      (1)
      Changes in fair value for available-for-sale investments (debt securities) are recorded inAccumulated other comprehensive income, while gains and losses from sales are recorded inRealized gains (losses) from sales of investments on the Consolidated Statement of Income.

      (2)
      Unrealized gains (losses) on MSRs are recorded inCommissions and fees on the Consolidated Statement of Income.

      (3)
      Represents the amount of total gains or losses for the period, included in earnings (andAccumulated other comprehensive income for changes in fair value for available-for-sale investments), attributable to the change in fair value relating to assets and liabilities classified as Level 3 that are still held at March 31, 20092010 and 2008.2009.

      (4)
      Total Level 3 derivative exposuresassets and liabilities have been netted onin these tables for presentation purposes only.

      Table of Contents

              The following is a discussion of the changes to the Level 3 balances for each of the roll-forward tables presented above.

              The significant changes from December 31, 2009 to March 31, 2010 in Level 3 assets and liabilities are due to:

        A net increase in Federal funds sold and securities borrowed or purchased under agreements to resell of $1.9 billion, which included transfers from Level 2 to Level 3 of $1.1 billion.

        A net decrease in trading securities of $14 billion that was mainly driven by:

        A decrease of $12 billion in Other debt trading securities, due primarily to the impact of the consolidation of the credit card securitization trusts by the Company upon the adoption of SFAS 166/167 on January 1, 2010. Upon consolidation of the trusts, the Company's investments in the trusts and other inter-company balances are eliminated. At January 1, 2010, the Company's investment in these newly consolidated VIEs included certificates issued by these trusts of $11.1 billion that were classified as Level 3. The impact of the elimination of these certificates has been reflected as net settlements in the Level 3 roll-forward table above.

        A decrease of $2.5 billion in subprime trading mortgage-backed securities, primarily due to liquidations and paydowns of $2.5 billion during the first quarter.

        The increase in Investments of $1.1 billion included transfers to Level 3 of non-marketable equity securities of $2 billion, which related to preferred shares held by the Company in the MSSB joint venture.

        The increase in Loans of $4.2 billion is due primarily to the Company's consolidation of certain VIEs upon the adoption of SFAS 166/167 on January 1, 2010, for which the fair value option was elected. These include private label mortgage securitization trust VIEs ($3.2 billion) and mutual fund deferred sales commission VIEs ($0.5 billion). The impact from the consolidation of these VIEs on Level 3 loans has been reflected as purchases in the roll-forward table above.

        The decrease in Federal funds purchased and securities loaned or sold under agreements to repurchase of $1.1 billion is due to transfers to Level 2.

        The increase in long-term debt of $3.2 billion is due primarily to the Company's consolidation of certain VIEs upon the adoption of SFAS 166/167 on January 1, 2010, for which the fair value option was elected. These include private label mortgage securitization trust VIEs ($3.1 billion), mutual fund deferred sales commission VIEs ($0.4 billion) and collateralized loan obligations ($0.5 billion). The impact of these newly consolidated VIEs on long-term debt classified as Level 3 is reflected as net issuances in the roll-forward table above. These increases were partially offset by paydowns/liquidations of long-term debt during the quarter, including credit-linked notes.

              The significant changes from December 31, 2008 to March 31, 2009 in Level 3 assets and liabilities are due to:

        A net decrease in Trading securities and loans of $7.9 billion that was driven by:

        (i)
        Net realized and unrealized losses of $4.0 billion recorded in principal transactions, mainly comprised of write-downs on ABCP securities, and commercial and residential loans.

        (ii)
        Net transfers of $3.0 billion to Level 2 inventory as a result of better vendor pricing coverage for corporate debt.

        A decrease in Level 3 investments of $5.6 billion that primarily resulted from:

        (i)
        Net realized/unrealized losses recorded in other income of $3.0 billion mainly driven by $1.6 billion in losses on hedged senior debt securities retained from the sale of a portfolio of highly leveraged loans; as well as losses on private equity investments and real estate fund investments. Offsetting this loss on the retained highly-leveraged debt securities is a gain on the corresponding cash flow hedge that is reflected in AOCI and on the line Other Financial Assets measured on a Recurring basis within the fair value hierarchy table presented above as a Level 3 asset.

        (ii)
        Net settlements of investment securities of $1.7 billion mainly due to pay-downs during the quarter.

        The decrease in Level 3 derivatives is related to greater availability of consensus data for investment grade CDX indices and improved price verification methodologies. The significant changes from December 31, 2007 to March 31, 2008 in Level 3 assets and liabilities are due to:

              The $15.1 billion increase in trading securitiesTransfers between Level 1 and loans was mainly driven by:

          (i)
          The net transfer in of trading securities and loans from Level 2 to Level 3 of $18.0 billion as a resultthe Fair Value Hierarchy

                  The Company did not have any significant transfers of pricesassets or liabilities between Levels 1 and other valuation inputs becoming unobservable for a number2 of items including auction rate securities and Alt-A mortgage securities.

          (ii)
          Net realized and unrealized lossesthe fair value hierarchy during the first quarter of $8.4 billion recorded in principal transactions which is largely due to losses incurred in direct ABS CDO super senior exposures, auction rate securities and Alt-A mortgage securities.2010.



          (ii)

          Net purchasesTable of trading securities $5.6 billion in Level 3.Contents

        The increase in Level 3 long-term debt of $38.2 billion is substantially related to the transfer of consolidated SIV debt from Level 2, as the availability of observable inputs continued to decline.

      Items Measured at Fair Value on a Nonrecurring Basis

              Certain assets and liabilities are measured at fair value on a nonrecurring basis and therefore are not included in the tables above.

              These include assets measured at cost that have been written down to fair value during the periods as a result of an impairment. In addition, these assets such asinclude loans held for saleheld-for-sale that are measured at the lower of cost or market (LOCOM)LOCOM that were recognized at fair value below cost at the end of the period.

              The fair value of loans measured on a LOCOM basis is determined where possible using quoted secondary-market prices. Such loans are generally classified inas Level 2 of the fair-value hierarchy given the level of activity in the market and the frequency of available quotes. If no such quoted price exists, the fair value of a loan is determined using quoted prices for a similar asset or assets, adjusted for the specific attributes of that loan.

              The following table presents all loans held-for-sale that are carried at LOCOM as of March 31, 20092010 and December 31, 20082009 (in billions):

       
       Aggregate
      Cost
       Fair
      Value
       Level 2 Level 3 

      March 31, 2009

       $1.0 $0.5 $0.5 $0.0 

      December 31, 2008

        3.1  2.1  0.8  1.3 

       
       Aggregate
      cost
       Fair value Level 2 Level 3 

      March 31, 2010

       $1.8 $1.5 $1.2 $0.3 
                

      December 31, 2009

        2.5  1.6  0.3  1.3 
                

      Table of Contents


      18.    FAIR-VALUE17.    FAIR VALUE ELECTIONS (SFAS 155, SFAS 156 and SFAS 159)

              Under SFAS 159, theThe Company may elect to report most financial instruments and certain other items at fair value on an instrument-by-instrument basis with changes in fair value reported in earnings. After the initial adoption, the election is made upon the acquisition of an eligible financial asset, financial liability or firm commitment or when certain specified reconsideration events occur. The fair-value election may not be revoked once an election is made.

              Additionally, the transition provisions of SFAS 159 permit a one-time election for existing positions at the adoption date with a cumulative-effect adjustment included in opening retained earnings and future changes in fair value reported in earnings.

      The Company also has elected to adopt the fair-valuefair value accounting provisions permitted under SFAS 155 and SFAS 156 for certain assets and liabilities. In accordance with SFAS 155, which was primarily adopted on a prospective basis, hybridliabilities prospectively. Hybrid financial instruments, such as structured notes containing embedded derivatives that otherwise would require bifurcation, as well as certain interest-only instruments, may be accounted for at fair value if the Company makes an irrevocable election to do so on an instrument-by-instrument basis. The changes in fair value are recorded in current earnings. Additional discussion regarding the applicable areas in which SFAS 155 was adoptedfair value elections were made is presented in Note 17.16 to the Consolidated Financial Statements.

              SFAS 156 requires allAll servicing rights tomust now be recognized initially at fair value. At its initial adoption, the standard permits a one-time irrevocable election to re-measure each class of servicing rights at fair value, with the changes in fair value recorded in current earnings. The classes of servicing rights are identified based on the availability of market inputs used in determining their fair values and the methods for managing their risks. The Company has elected fair-value accounting for its mortgage and student loan classes of servicing rights. The impact of adopting this standard was not material. See Note 1514 to the Consolidated Financial Statements for further discussions regarding the accounting and reporting of mortgage servicing rights.


      Table of Contents

              The following table presents, as of March 31, 2010 and December 31, 2009, the fair value of those positions selected for fair-value accounting, in accordance with SFAS 159, SFAS 156, and SFAS 155, as well as the changes in fair value for the quartersthree months ended March 31, 20092010 and March 31, 2008.2009:

       
       Fair Value at Changes in fair value gains
      (losses) for quarters ended
      March 31,
       
      In millions of dollars March 31,
      2009
       December 31,
      2008
       2009 2008(2) 
      Assets             
      Federal funds sold and securities borrowed or purchased under agreements to resell Selected portfolios of securities purchased under agreements to resell, securities borrowed(1) $79,674 $70,305 $(289)$1,093 
                
      Trading account assets:             
       Legg Mason convertible preferred equity securities originally classified as available-for-sale $ $ $ $(13)
       Selected letters of credit hedged by credit default swaps or participation notes  3    2   
       Certain credit products  13,047  16,254  1,139  (635)
       Certain hybrid financial instruments  18  33    3 
       Retained interests from asset securitizations  2,728  3,026  507  80 
                
      Total trading account assets $15,796 $19,313 $1,648 $(565)
                
      Investments:             
       Certain investments in private equity and real estate ventures $411 $469 $(28)$3 
       Other  227  295  (72) 3 
                
      Total investments $638 $764 $(100)$6 
                
      Loans:             
       Certain credit products $1,944 $2,315 $(21)$(15)
       Certain mortgage loans  32  36  (1) (2)
       Certain hybrid financial instruments  377  381  (18) (5)
                
      Total loans $2,353 $2,732 $(40)$(22)
                
      Other assets:             
       Mortgage servicing rights $5,481 $5,657 $130 $(353)
       Certain mortgage loans  5,256  4,273  116  105 
       Certain equity method investments  759  936  (22) (18)
                
      Total other assets $11,496 $10,866 $224 $(266)
                
      Total $109,957 $103,980 $1,443 $246 
                
      Liabilities             
      Interest-bearing deposits:             
       Certain structured liabilities $232 $320 $ $1 
       Certain hybrid financial instruments  2,017  2,286  (74) 276 
                
      Total interest-bearing deposits $2,249 $2,606 $(74)$277 
                
      Federal funds purchased and securities loaned or sold under agreements to repurchase             
       Selected portfolios of securities sold under agreements to repurchase, securities loaned(1) $122,317 $138,866 $27 $(163)
                
      Trading account liabilities:             
       Selected letters of credit hedged by credit default swaps or participation notes $35 $72 $37 $ 
       Certain hybrid financial instruments  4,237  4,679  528  1,176 
                
      Total trading account liabilities $4,272 $4,751 $565 $1,176 
                
      Short-term borrowings:             
       Certain non-collateralized short-term borrowings $1,342 $2,303 $34 $(83)
       Certain hybrid financial instruments  615  2,112  30  31 
       Certain structured liabilities  3  3     
       Certain non-structured liabilities  5,329  13,189  8   
                
      Total short-term borrowings $7,289 $17,607 $72 $(52)
                
      Long-term debt:             
       Certain structured liabilities $2,802 $3,083 $229 $102 
       Certain non-structured liabilities  5,870  7,189  44  2,409 
       Certain hybrid financial instruments  14,663  16,991  512  870 
                
      Total long-term debt $23,335 $27,263 $785 $3,381 
                
      Total $159,462 $191,093 $1,375 $4,619 
                

       
       Fair value at Changes in fair value gains
      (losses) for three months ended
      March 31,
       
      In millions of dollars March 31,
      2010
       December 31,
      2009
       2010 2009(1) 

      Assets

                   

      Federal funds sold and securities borrowed or purchased under agreements to resell

                   
       

      Selected portfolios of securities purchased under agreements to resell, securities borrowed(2)

       $96,596 $87,837 $(13)$(289)
                

      Trading account assets

                   
       

      Selected letters of credit hedged by credit default swaps or participation notes

       $22 $30 $(8)$2 
       

      Certain credit products

        13,994  14,338  388  1,139 
       

      Certain hybrid financial instruments

               
       

      Retained interests from asset securitizations

        769  2,357  (29) 507 
                

      Total trading account assets

       $14,785 $16,725 $351 $1,648 
                

      Investments

                   
       

      Certain investments in private equity and real estate ventures

       $237 $321 $1 $(28)
       

      Other

        273  253  25  (72)
                

      Total investments

       $510 $574 $26 $(100)
                

      Loans

                   
       

      Certain credit products

       $740 $945 $9 $(21)
       

      Certain corporate loans(3)

        1,266    (8)  
       

      Certain consumer loans(3)

        2,911  34  249  (1)
       

      Certain hybrid financial instruments

        451  460  (15) 18 
                

      Total loans

       $5,368 $1,439 $235 $(4)
                

      Other assets

                   
       

      Mortgage servicing rights

       $6,439 $6,530 $144 $130 
       

      Certain mortgage loans (HFS)

        3,051  3,338  52  116 
       

      Certain equity method investments

        562  598  13  (22)
                

      Total other assets

       $10,052 $10,466 $209 $224 
                

      Total

       $127,311 $117,041 $808 $1,479 
                

      Liabilities

                   

      Interest-bearing deposits

                   
       

      Certain structured liabilities

       $264 $167 $4 $ 
       

      Certain hybrid financial instruments

        1,276  1,378  (22) 35 
                

      Total interest-bearing deposits

       $1,540 $1,545 $(18)$35 
                

      Federal funds purchased and securities loaned or sold under agreements to repurchase

                   
       

      Selected portfolios of securities sold under agreements to repurchase, securities loaned(2)

       $136,526 $104,030 $9 $27 
                

      Trading account liabilities

                   
       

      Selected letters of credit hedged by credit default swaps or participation notes

       $ $ $ $37 
       

      Certain hybrid financial instruments

        5,191  5,325  (155) 528 
                

      Total trading account liabilities

       $5,191 $5,325 $(155)$565 
                

      Short-term borrowings

                   
       

      Certain non-collateralized short-term borrowings

       $131 $140 $2 $34 
       

      Certain hybrid financial instruments

        1,094  499  10  30 
       

      Certain structured liabilities

               
       

      Certain non-structured liabilities

              8 
                

      Total short-term borrowings

       $1,225 $639 $12 $72 
                

      Long-term debt

                   
       

      Certain structured liabilities

       $3,787 $3,666 $11 $229 
       

      Certain non-structured liabilities

        11,610  8,008  (308) 44 
       

      Certain hybrid financial instruments

        12,715  14,268  62  512 
                

      Total long-term debt

       $28,112 $25,942 $(235)$785 
                

      Total

       $172,594 $137,481 $(387)$1,484 
                

      (1)
      Reclassified to conform to current period's presentation.

      (2)
      Reflects netting of the amounts due from securities purchased under agreements to resell and the amounts owed under securities sold under agreements to repurchase in accordance with FASB Interpretation No. 41, "Offsetting of Amounts Related to Certain Repurchase and Reverse Repurchase Agreements" (FIN 41).repurchase.

      (2)(3)
      ReclassifiedSubstantially all relates to conform to current period's presentation.mortgage loans held by mortgage loan securitization VIEs consolidated upon the adoption of SFAS 166/167 on January 1, 2010.

      Own-CreditTable of Contents

      Own Credit Valuation Adjustment

              The fair value of debt liabilities for which the fair-valuefair value option wasis elected (other than non-recourse and similar liabilities) wasis impacted by the narrowing or widening of the Company's credit spread.spreads. The estimated change in the fair value of these debt liabilities due to such changes in the Company's own credit risk (or instrument-specific credit risk) was a $6 million loss and a gain of $180 million and $1.28 billion for the three months ended March 31, 20092010 and March 31, 2008,2009, respectively. Changes in fair value resulting from changes in instrument-specific credit risk were estimated by incorporating the Company's current observable credit spreads into the relevant valuation technique used to value each liability as described above.

              During the fourth quarter of 2008, the Company changed the source of its credit spreads from those observed in the credit default swap market to those observed in the bond market. Had this modification been in place since the beginning of 2008, the change in the Company's own credit spread would have been a gain of $1.25 billion, or approximately $30 million less than that previously reported.

      SFAS 159 The Fair-ValueFair Value Option for Financial Assets and Financial Liabilities

      Legg Mason convertible preferred equity securities

              The Legg Mason convertible preferred equity securities (Legg shares) were acquired in connection with the sale of Citigroup's Asset Management business in December 2005. Prior to the election of fair-value option accounting, the shares were classified as available-for-sale securities with the unrealized loss of $232 million as of December 31, 2006 included inAccumulated other comprehensive income (loss). In connection with the Company's adoption of SFAS 159, this unrealized loss was recorded as a reduction of January 1, 2007Retained earnings as part of the cumulative-effect adjustment.

              During the first quarter of 2008, the Company sold the remaining 8.4 million Legg shares at a pretax loss of $10.3 million ($6.7 million after-tax).

      Selected portfolios of securities purchased under agreements to resell, securities borrowed, securities sold under agreements to repurchase, securities loaned and certain non-collateralized short-term borrowings

              The Company elected the fair-valuefair value option retrospectively for our United States and United Kingdom portfolios of fixed-income securities purchased under agreements to resell and fixed-income securities sold under agreements to repurchase (and certain non-collateralized short-term borrowings). The fair-valueIn addition, the fair value option was also elected prospectively in the second quarter of 2007has been selected for certain portfolios of fixed-income securities lending and borrowing transactions based in Japan. In each case, the election was made because the related interest-rate risk is managed on a portfolio basis, primarily with derivative instruments that are accounted for at fair value through earnings. Previously, these positions were accounted for on an accrual basis.

              Changes in fair value for transactions in these portfolios are recorded inPrincipal transactions. The related interest revenue and interest expense are measured based on the contractual rates specified in the transactions and are reported as interest revenue and expense in the Consolidated Statement of Income.

      Selected letters of credit and revolving loans hedged by credit default swaps or participation notes

              The Company has elected the fair-valuefair value option for certain letters of credit that are hedged with derivative instruments or participation notes. Upon electing the fair-valuefair value option, the related portions of the allowance for loan losses and the allowance for unfunded lending commitments were reversed. Citigroup elected the fair-valuefair value option for these transactions because the risk is managed on a fair-valuefair value basis and to mitigatemitigates accounting mismatches.

              The notional amount of these unfunded letters of credit was $1.4$1.8 billion as of March 31, 20092010 and December 31, 2008.2009. The amount funded was insignificant with no amounts 90 days or more past due or on a non-accrual status at March 31, 20092010 and December 31, 2008.2009.

              These items have been classified appropriately inTrading account assets orTrading account liabilities on the Consolidated Balance Sheet. Changes in fair value of these items are classified inPrincipal transactions in the Company's Consolidated Statement of Income.

      Certain credit products

              Citigroup has elected the fair-valuefair value option for certain originated and purchased loans, including certain unfunded loan products, such as guarantees and letters of credit, executed by Citigroup's trading businesses. None of these credit products is a highly leveraged financing commitment. Significant groups of transactions include loans and unfunded loan products that are expected to be either sold or securitized in the near term, or transactions where the economic risks are hedged with derivative instruments such as purchased credit default swaps or total return swaps where the Company pays the total return on the underlying loans to a third party. Citigroup has elected the fair-valuefair value option to mitigate accounting mismatches in cases where hedge accounting is complex and to achieve operational simplifications. Fair value was not elected for most lending transactions across the Company, including where those management objectives would not be met.


      Table of Contents

              The following table provides information about certain credit products carried at fair value:

       
       March 31, 2009 December 31, 2008 
      In millions of dollars Trading
      assets
       Loans Trading
      assets
       Loans 
      Carrying amount reported on the Consolidated Balance Sheet $13,047 $1,944 $16,254 $2,315 
      Aggregate unpaid principal balance in excess of fair value $5,601 $13 $6,501 $3 
      Balance of non-accrual loans or loans more than 90 days past due $243 $1,055 $77 $1,113 
      Aggregate unpaid principal balance in excess of fair value for non-accrual loans or loans more than 90 days past due $114 $(1)$190 $(4)
                

       
       March 31, 2010 December 31, 2009 
      In millions of dollars Trading
      assets
       Loans Trading
      assets
       Loans 

      Carrying amount reported on the Consolidated Balance Sheet

       $13,994 $740 $14,338 $945 

      Aggregate unpaid principal balance in excess of fair value

        384  (72) 390  (44)

      Balance of non-accrual loans or loans more than 90 days past due

        284    312   

      Aggregate unpaid principal balance in excess of fair value for non-accrual loans or loans more than 90 days past due

        293    267   
                

              In addition to the amounts reported above, $75 million and $72$200 million of unfunded loan commitments related to certain credit products selected for fair-valuefair value accounting werewas outstanding as of March 31, 20092010 and December 31, 2008, respectively.2009.

              Changes in fair value of funded and unfunded credit products are classified inPrincipal transactions in the Company's Consolidated Statement of Income. Related interest revenue is measured based on the contractual interest rates and reported asInterest revenue ontrading account assets or loansloan interest depending on theirthe balance sheet classifications.classifications of the credit products. The changes in fair value for the three months ended March 31, 20092010 and 20082009 due to instrument-specific credit risk totaled to a gain of $26 million and a loss of $9 million, and $16 million, respectively.

      Certain investments in private equity and real estate ventures and certain equity method investments

              Citigroup invests in private equity and real estate ventures for the purpose of earning investment returns and for capital appreciation. The Company has elected the fair-value option for certain of these ventures, because such investments are considered similar to many private equity or hedge fund activities in our investment companies, which are reported at fair value. The fair-value option brings consistency in the accounting and evaluation of certain of these investments. As required by SFAS 159, all investments (debt and equity) in such private equity and real estate entities are accounted for at fair value. These investments are classified asInvestments on Citigroup's Consolidated Balance Sheet.

              Citigroup also holds various non-strategic investments in leveraged buyout funds and other hedge funds that previously were required to be accounted for under the equity method. The Company elected fair-value accounting to reduce operational and accounting complexity. Since the funds account for all of their underlying assets at fair value, the impact of applying the equity method to Citigroup's investment in these funds was equivalent to fair-value accounting. Thus, this fair-value election had no impact on openingRetained earnings. These investments are classified asOther assets on Citigroup's Consolidated Balance Sheet.

              Changes in the fair values of these investments are classified inOther revenue in the Company's Consolidated Statement of Income.

      Certain structured liabilities

              The Company has elected the fair-value option for certain structured liabilities whose performance is linked to structured interest rates, inflation or currency risks ("structured liabilities"). The Company elected the fair-value option, because these exposures are considered to be trading-related positions and, therefore, are managed on a fair-value basis. These positions will continue to be classified as debt, deposits or derivatives (Trading account liabilities) on the Company's Consolidated Balance Sheet according to their legal form.

              For those structured liabilities classified asLong-term debt for which the fair-value option has been elected, the aggregate unpaid principal balance exceeds the aggregate fair value of such instruments by $9 million as of March 31, 2009 and $277 million as of December 31, 2008.

              The change in fair value for these structured liabilities is reported inPrincipal transactions in the Company's Consolidated Statement of Income.

              Related interest expense is measured based on the contractual interest rates and reported as such in the Consolidated Income Statement.

      Certain non-structured liabilities

              The Company has elected the fair-value option for certain non-structured liabilities with fixed and floating interest rates ("non-structured liabilities"). The Company has elected the fair-value option where the interest-rate risk of such liabilities is economically hedged with derivative contracts or the proceeds are used to purchase financial assets that will also be accounted for at fair value through earnings. The election has been made to mitigate accounting mismatches and to achieve operational simplifications. These positions are reported inShort-term borrowings andLong-term debt on the Company's Consolidated Balance Sheet.

              For those non-structured liabilities classified asShort-term borrowings for which the fair-value option has been elected, the aggregate unpaid principal balance exceeds the aggregate fair value of such instruments by $12 million as of March 31, 2009 and the aggregate fair value exceeds the aggregate unpaid principal balance by $5 million as December 31, 2008.

              For non-structured liabilities classified asLong-term debt for which the fair-value option has been elected, the aggregate unpaid principal balance exceeded the aggregate fair value of such instruments by $95 million and $97 million as of March 31, 2009 and December 31, 2008, respectively. The change in fair value for these non-structured liabilities is reported inPrincipal transactions in the Company's Consolidated Statement of Income.

              Related interest expense continues to be measured based on the contractual interest rates and reported as such in the Consolidated Income Statement.


      Certain mortgage loans

              Citigroup has elected the fair-value option for certain purchased and originated prime fixed-rate and conforming adjustable-rate first mortgage loans held-for-sale. These loans are intended for sale or securitization and are hedged with derivative instruments. The Company has elected the fair-value option to mitigate accounting mismatches in cases where hedge accounting is complex and to achieve operational simplifications. The fair-value option was not elected for loans held-for-investment, as those loans are not hedged with derivative instruments. This election was effective for applicable instruments originated or purchased on or after September 1, 2007.

              The following table provides information about certain mortgage loans carried at fair value:

      In millions of dollars March 31,
      2009
       December 31,
      2008
       
      Carrying amount reported on the Consolidated Balance Sheet $5,256 $4,273 
      Aggregate fair value in excess of unpaid principal balance $155 $138 
      Balance on non-accrual loans or loans more than 90 days past due $10 $9 
      Aggregate unpaid principal balance in excess of fair value for non-accrual loans or loans more than 90 days past due $6 $2 
            

              The changes in fair values of these mortgage loans is reported inOther revenue in the Company's Consolidated Statement of Income. The changes in fair value during the three months ended March 31, 2009 and March 31, 2008 due to instrument-specific credit risk resulted in a $5 million loss and $8 million loss, respectively. Related interest income continues to be measured based on the contractual interest rates and reported as such in the Consolidated Statement of Income.

      Items selected for fair-value accounting in accordance with SFAS 155 and SFAS 156

      Certain hybrid financial instruments

              The Company has elected to apply fair-valuefair value accounting under SFAS 155 for certain hybrid financial assets and liabilities whose performance is linked to risks other than interest rate, foreign exchange or inflation (e.g., equity, credit or commodity risks). In addition, the Company has elected fair-valuefair value accounting under SFAS 155 for residual interests retained from securitizing certain financial assets.

              The Company has elected fair-valuefair value accounting for these instruments because these exposures are considered to be trading-related positions and, therefore, are managed on a fair-valuefair value basis. In addition, the accounting for these instruments is simplified under a fair-valuefair value approach as it eliminates the complicated operational requirements of bifurcating the embedded derivatives from the host contracts and accounting for each separately. The hybrid financial instruments are classified asTrading account assets, Loans,Deposits,Trading account liabilities (for prepaid derivatives),Short-term borrowings orLong-Term DebtLong-term debt on the Company's Consolidated Balance Sheet according to their legal form, while residual interests in certain securitizations are classified asTrading account assets.

              For hybrid financial instruments for which fair-valuefair value accounting has been elected under SFAS 155 and that are classified asLong-term debt, the aggregate unpaid principal exceedsexceeded the aggregate fair value by $2.4 billion and $1.9$3.4 billion as of March 31, 20092010 and December 31, 2008,2009, respectively. The difference for those instruments classified asLoans is immaterial.

              Changes in fair value for hybrid financial instruments, which in most cases includes a component for accrued interest, are recorded inPrincipal transactions in the Company's Consolidated Statement of Income. Interest accruals for certain hybrid instruments classified as trading assets are recorded separately from the change in fair value asInterest revenue in the Company's Consolidated Statement of Income.

      Certain investments in private equity and real estate ventures and certain equity method investments

              Citigroup invests in private equity and real estate ventures for the purpose of earning investment returns and for capital appreciation. The Company has elected the fair value option for certain of these ventures, because such investments are considered similar to many private equity or hedge fund activities in Citi's investment companies, which are reported at fair value. The fair value option brings consistency in the accounting and evaluation of certain of these investments. All investments (debt and equity) in such private equity and real estate entities are accounted for at fair value. These investments are classified asInvestments on Citigroup's Consolidated Balance Sheet.

              Citigroup also holds various non-strategic investments in leveraged buyout funds and other hedge funds for which the Company elected fair value accounting to reduce operational and accounting complexity. Since the funds account for all of their underlying assets at fair value, the impact of applying the equity method to Citigroup's investment in these funds was equivalent to fair value accounting. Thus, this fair value election had no impact on openingRetained earnings. These investments are classified asOther assets on Citigroup's Consolidated Balance Sheet.

              Changes in the fair values of these investments are classified inOther revenue in the Company's Consolidated Statement of Income.

      Certain mortgage loans (HFS)

              Citigroup has elected the fair value option for certain purchased and originated prime fixed-rate and conforming adjustable-rate first mortgage loans held-for-sale. These loans are intended for sale or securitization and are hedged with derivative instruments. The Company has elected the fair value option to mitigate accounting mismatches in cases where hedge accounting is complex and to achieve operational simplifications.


      Table of Contents

              The following table provides information about certain mortgage loans held for sale carried at fair value:

      In millions of dollars March 31, 2010 December 31, 2009 

      Carrying amount reported on the Consolidated Balance Sheet

       $3,051 $3,338 

      Aggregate fair value in excess of unpaid principal balance

        71  55 

      Balance of non-accrual loans or loans more than 90 days past due

        4  4 

      Aggregate unpaid principal balance in excess of fair value for non-accrual loans or loans more than 90 days past due

        2  3 
            

              The changes in fair values of these mortgage loans are reported inOther revenue in the Company's Consolidated Statement of Income. The changes in fair value during the three months ended March 31, 2010 and 2009 due to instrument-specific credit risk resulted in a $2 million loss and $5 million loss, respectively. Related interest income continues to be measured based on the contractual interest rates and reported as such in the Consolidated Statement of Income.

      Certain Consolidated VIEs

              The Company has elected the fair value option for all qualified assets and liabilities of certain VIEs that were consolidated upon the adoption of SFAS 166/167 on January 1, 2010, including certain private label mortgage securitizations, mutual fund deferred sales commissions and collateralized loan obligation VIEs. The Company elected the fair value option for these VIEs as the Company believes this method better reflects the economic risks, since substantially all of the Company's retained interests in these entities are carried at fair value.

              With respect to the consolidated mortgage VIEs, the Company determined the fair value for the mortgage loans and long-term debt utilizing internal valuation techniques. The fair value of the long-term debt measured using internal valuation techniques is verified, where possible, to prices obtained from independent vendors. Vendors compile prices from various sources and may apply matrix pricing for similar securities when no price is observable. Security pricing associated with long-term debt that is verified is classified as Level 2 and non-verified debt is classified as Level 3. The fair value of mortgage loans of each VIE is derived from the security pricing. When substantially all of the long-term debt of a VIE is valued using Level 2 inputs, the corresponding mortgage loans are classified as Level 2. Otherwise, the mortgage loans of a VIE are classified as Level 3.

              With respect to the consolidated mortgage VIEs for which the fair value option was elected, the mortgage loans are classified asLoans on Citigroup's Consolidated Balance Sheet. The changes in fair value of the loans are reported asOther revenue in the Company's Consolidated Statement of Income. Related interest revenue is measured based on the contractual interest rates and reported as interest revenue in the Company's Consolidated Statement of Income. Information about these mortgage loans is included in the table below. The changes in fair value of these loans due to instrument-specific credit risk was a gain of $244 million for the three months ended March 31, 2010.

              The debt issued by these consolidated VIEs is classified as long-term debt on Citigroup's Consolidated Balance Sheet. The changes in fair value for the majority of these liabilities are reported inOther revenue in the Company's Consolidated Statement of Income. Related interest expense is measured based on the contractual interest rates and reported as such in the Consolidated Statement of Income. The aggregate unpaid principal balance of long-term debt of these consolidated VIEs exceeded the aggregate fair value by $2.0 billion as of March 31, 2010.

              The following table provides information about corporate and consumer loans of consolidated VIEs carried at fair value:

       
       March 31, 2010 
      In millions of dollars Corporate
      Loans
       Consumer
      Loans
       

      Carrying amount reported on the Consolidated Balance Sheet

       $1,266 $2,880 

      Aggregate unpaid principal balance in excess of fair value

        1,040  827 

      Balance of non-accrual loans or loans more than 90 days past due

        321  320 

      Aggregate unpaid principal balance in excess of fair value for non-accrual loans or loans more than 90 days past due

        419  260 
            

      Mortgage servicing rights

              The Company accounts for mortgage servicing rights (MSRs) at fair value in accordance with SFAS 156.value. Fair value for MSRs is determined using an option-adjusted spread valuation approach. This approach consists of projecting servicing cash flows under multiple interest-rate scenarios and discounting these cash flows using risk-adjusted rates. The model assumptions used in the valuation of MSRs include mortgage prepayment speeds and discount rates. The fair value of MSRs is primarily affected by changes in prepayments that result from shifts in mortgage interest rates. In managing this risk, the Company hedges a significant portion of the values of its MSRs through the use of interest-rate derivative contracts, forward-purchase commitments of mortgage-backed securities, and purchased securities classified as trading. See Note 15Note14 to the Consolidated Financial Statements for further discussions regarding the accounting and reporting of MSRs.

              These MSRs, which totaled $5.5$6.4 billion and $5.7$6.5 billion as of March 31, 20092010 and December 31, 2008,2009, respectively, are classified asMortgage servicing rights on Citigroup's Consolidated Balance Sheet. Changes in fair value of MSRs are recorded inCommissions and fees in the Company's Consolidated Statement of Income.

      Certain structured liabilities

              The Company has elected the fair value option for certain structured liabilities whose performance is linked to structured interest rates, inflation or currency risks ("structured liabilities"). The Company elected the fair value option, because these exposures are considered to be trading-


      Table of Contents

      related positions and, therefore, are managed on a fair value basis. These positions will continue to be classified as debt, deposits or derivatives (Trading account liabilities) on the Company's Consolidated Balance Sheet according to their legal form.

              For those structured liabilities classified asLong-term debt for which the fair value option has been elected, the aggregate unpaid principal balance exceeded the aggregate fair value by $48 million and $125 million as of March 31, 2010 and December 31, 2009, respectively.

              The change in fair value for these structured liabilities is reported inPrincipal transactions in the Company's Consolidated Statement of Income.

              Related interest expense is measured based on the contractual interest rates and reported as such in the Consolidated Statement of Income.

      Certain non-structured liabilities

              The Company has elected the fair value option for certain non-structured liabilities with fixed and floating interest rates ("non-structured liabilities"). The Company has elected the fair value option where the interest-rate risk of such liabilities is economically hedged with derivative contracts or the proceeds are used to purchase financial assets that will also be accounted for at fair value through earnings. The election has been made to mitigate accounting mismatches and to achieve operational simplifications. These positions are reported inShort-term borrowings andLong-term debt on the Company's Consolidated Balance Sheet.

              For non-structured liabilities excluding the debt issued by the consolidated VIEs, classified asLong-term debt for which the fair value option has been elected, the aggregate unpaid principal balance exceeded the aggregate fair value by $141 million as of March 31, 2010 and the aggregate fair value exceeded the unpaid principal by $93 million as of December 31, 2009, respectively. The change in fair value for these non-structured liabilities is reported inPrincipal transactions in the Company's Consolidated Statement of Income.

              Related interest expense continues to be measured based on the contractual interest rates and reported as such in the Consolidated Statement of Income.


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      18.    FAIR VALUE OF FINANCIAL INSTRUMENTS

      Estimated Fair Value of Financial Instruments

              The table below presents the carrying value and fair value of Citigroup's financial instruments. The disclosure excludes leases, affiliate investments, pension and benefit obligations and insurance policy claim reserves. In addition, contract-holder fund amounts exclude certain insurance contracts. Also as required, the disclosure excludes the effect of taxes, any premium or discount that could result from offering for sale at one time the entire holdings of a particular instrument, excess fair value associated with deposits with no fixed maturity and other expenses that would be incurred in a market transaction. In addition, the table excludes the values of non-financial assets and liabilities, as well as a wide range of franchise, relationship and intangible values (but includes mortgage servicing rights), which are integral to a full assessment of Citigroup's financial position and the value of its net assets.

              The fair value represents management's best estimates based on a range of methodologies and assumptions. The carrying value of short-term financial instruments not accounted for at fair value, as well as receivables and payables arising in the ordinary course of business, approximates fair value because of the relatively short period of time between their origination and expected realization. Quoted market prices are used when available for investments and for both trading and end-user derivatives, as well as for liabilities, such as long-term debt, with quoted prices. For performing loans not accounted for at fair value, contractual cash flows are discounted at quoted secondary market rates or estimated market rates if available. Otherwise, sales of comparable loan portfolios or current market origination rates for loans with similar terms and risk characteristics are used. For loans with doubt as to collectability, expected cash flows are discounted using an appropriate rate considering the time of collection and the premium for the uncertainty of the cash flows. The value of collateral is also considered. For liabilities such as long-term debt not accounted for at fair value and without quoted market prices, market borrowing rates of interest are used to discount contractual cash flows.

       
       March 31, 2010 December 31, 2009 
      In billions of dollars Carrying
      value
       Estimated
      fair value
       Carrying
      value
       Estimated
      fair value
       

      Assets

                   

      Investments

       $316.7 $318.0 $306.1 $307.6 

      Federal funds sold and securities borrowed or purchased under agreements to resell

        234.3  234.3  222.0  222.0 

      Trading account assets

        345.8  345.8  342.8  342.8 

      Loans(1)

        670.4  658.3  552.5  542.8 

      Other financial assets(2)

        284.8  284.8  290.9  290.9 
                


       
       March 31, 2010 December 31, 2009 
      In billions of dollars Carrying
      value
       Estimated
      fair value
       Carrying
      value
       Estimated
      fair value
       

      Liabilities

                   

      Deposits

       $827.9 $826.8 $835.9 $834.5 

      Federal funds purchased and securities loaned or sold under agreements to repurchase

        207.9  207.9  154.3  154.3 

      Trading account liabilities

        142.7  142.7  137.5  137.5 

      Long-term debt

        439.3  438.5  364.0  354.8 

      Other financial liabilities(3)

        196.1  196.1  175.8  175.8 
                

      (1)
      The carrying value of loans is net of theAllowance for loan losses of $48.7 billion and $36.0 billion for March 31, 2010 and December 31, 2009, respectively. In addition, the carrying values exclude $2.7 billion and $2.9 billion of lease finance receivables at March 31, 2010 and December 31, 2009, respectively.

      (2)
      Includes cash and due from banks, deposits with banks, brokerage receivables, reinsurance recoverable, mortgage servicing rights, separate and variable accounts and other financial instruments included inOther assets on the Consolidated Balance Sheet, for all of which the carrying value is a reasonable estimate of fair value.

      (3)
      Includes brokerage payables, separate and variable accounts, short-term borrowings and other financial instruments included inOther liabilities on the Consolidated Balance Sheet, for all of which the carrying value is a reasonable estimate of fair value.

              Fair values vary from period to period based on changes in a wide range of factors, including interest rates, credit quality, and market perceptions of value and as existing assets and liabilities run off and new transactions are entered into.

              The estimated fair values of loans reflect changes in credit status since the loans were made, changes in interest rates in the case of fixed-rate loans, and premium values at origination of certain loans. The carrying values (reduced by theAllowance for loan losses) exceeded the estimated fair values of Citigroup's loans, in aggregate, by $12.1 billion and $9.7 billion and March 31, 2010 and December 31, 2009, respectively. At March 31, 2010, the carrying values, net of allowances, exceeded the estimated values by $10.1 billion and $2.0 billion for consumer loans and corporate loans, respectively.

              The estimated fair values of the Company's corporate unfunded lending commitments at March 31, 2010 and December 31, 2009 were liabilities of $6.6 billion and $5.0 billion, respectively. The Company does not estimate the fair values of consumer unfunded lending commitments, which are generally cancellable by providing notice to the borrower.


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      19.    GUARANTEES

              The Company provides a variety of guarantees and indemnifications to Citigroup customers to enhance their credit standing and enable them to complete a wide variety of business transactions. FASB Interpretation No. 45, "Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others" (FIN 45), provides initial measurement and disclosure guidance in accounting for guarantees. FIN 45 requires that, forFor certain contracts meeting the definition of a guarantee, the guarantor must recognize, at inception, a liability for the fair value of the obligation undertaken in issuing the guarantee.

              In addition, the guarantor must disclose the maximum potential amount of future payments the guarantor could be required to make under the guarantee, if there were a total default by the guaranteed parties. The determination of the maximum potential future payments is based on the notional amount of the guarantees without consideration of possible recoveries under recourse provisions or from collateral held or pledged. Such amounts bear no relationship to the anticipated losses, if any, on these guarantees.

              The following tables present information about the Company's guarantees at March 31, 20092010 and December 31, 2008:2009:

       
       Maximum potential amount of future payments  
       
      In billions of dollars at March 31,
      except carrying value in millions
       Expire within
      1 year
       Expire after
      1 year
       Total amount
      outstanding
       Carrying value
      (in millions)
       
      2009             
      Financial standby letters of credit $63.8 $30.7 $94.5 $296.6 
      Performance guarantees  11.5  3.5  15.0  24.9 
      Derivative instruments considered to be guarantees  9.3  4.3  13.6  2,259.1 
      Loans sold with recourse    0.3  0.3  54.8 
      Securities lending indemnifications(1)  33.8    33.8   
      Credit card merchant processing(1)  48.1    48.1   
      Custody indemnifications and other    20.8  20.8  151.0 
                
      Total $166.5 $59.6 $226.1 $2,786.4 
                


       
       Maximum potential amount of future payments  
       
      In billions of dollars at December 31,
      except carrying value in millions
       Expire within
      1 year
       Expire after
      1 year
       Total amount
      outstanding
       Carrying value
      (in millions)
       
      2008             
      Financial standby letters of credit $31.6 $62.6 $94.2 $289.0 
      Performance guarantees  9.4  6.9  16.3  23.6 
      Derivative instruments considered to be guarantees(2)  7.6  7.2  14.8  1,308.4 
      Guarantees of collection of contractual cash flows(1)    0.3  0.3   
      Loans sold with recourse    0.3  0.3  56.4 
      Securities lending indemnifications(1)  47.6    47.6   
      Credit card merchant processing(1)  56.7    56.7   
      Custody indemnifications and other    21.6  21.6  149.2 
                
      Total $152.9 $98.9 $251.8 $1,826.6 
                
       
       Maximum potential amount of future payments 
      In billions of dollars at March 31,
      except carrying value in millions
       Expire within
      1 year
       Expire after
      1 year
       Total amount
      outstanding
       Carrying value
      (in millions)
       

      2010

                   

      Financial standby letters of credit

       $37.3 $47.9 $85.2 $411.7 

      Performance guarantees

        8.7  4.9  13.6  28.9 

      Derivative instruments considered to be guarantees

        3.8  3.9  7.7  813.7 

      Loans sold with recourse

          0.3  0.3  76.0 

      Securities lending indemnifications(1)

        70.6    70.6   

      Credit card merchant processing(1)

        54.9    54.9   

      Custody indemnifications and other

          34.5  34.5  275.7 
                

      Total

       $175.3 $91.5 $266.8 $1,606.0 
                

      (1)
      The carrying values of guarantees of collections of contractual cash flows, securities lending indemnifications and credit card merchant processing are not material, as the Company has determined that the amount and probability of potential liabilities arising from these guarantees are not significant.

       
       Maximum potential amount of future payments 
      In billions of dollars at December 31,
      except carrying value in millions
       Expire within
      1 year
       Expire after
      1 year
       Total amount
      outstanding
       Carrying value
      (in millions)
       

      2009

                   

      Financial standby letters of credit

       $41.4 $48.0 $89.4 $438.8 

      Performance guarantees

        9.4  4.5  13.9  32.4 

      Derivative instruments considered to be guarantees

        4.1  3.6  7.7  569.2 

      Loans sold with recourse

          0.3  0.3  76.6 

      Securities lending indemnifications(1)

        64.5    64.5   

      Credit card merchant processing(1)

        59.7    59.7   

      Custody indemnifications and other

          33.5  33.5  121.4 
                

      Total

       $179.1 $89.9 $269.0 $1,238.4 
                

      (2)(1)
      Reclassified to conform to current period presentation.The carrying values of guarantees of collections of contractual cash flows, securities lending indemnifications and credit card merchant processing are not material, as the Company has determined that the amount and probability of potential liabilities arising from these guarantees are not significant.

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      Financial Standby Lettersstandby letters of Creditcredit

              Citigroup issues standby letters of credit which substitute its own credit for that of the borrower. If a letter of credit is drawn down, the borrower is obligated to repay Citigroup. Standby letters of credit protect a third party from defaults on contractual obligations. Financial standby letters of credit include guarantees of payment of insurance premiums and reinsurance risks that support industrial revenue bond underwriting and settlement of payment obligations to clearing houses, and also support options and purchases of securities or are in lieu of escrow deposit accounts. Financial standbys also backstop loans, credit facilities, promissory notes and trade acceptances.

      Performance Guaranteesguarantees

              Performance guarantees and letters of credit are issued to guarantee a customer's tender bid on a construction or systems-installation project or to guarantee completion of such projects in accordance with contract terms. They are also issued to support a customer's obligation to supply specified products, commodities, or maintenance or warranty services to a third party.

      Derivative Instruments Consideredinstruments considered to Be Guaranteesbe guarantees

              Derivatives are financial instruments whose cash flows are based on a notional amount or an underlying instrument, where there is little or no initial investment, and whose terms require or permit net settlement. Derivatives may be used for a variety of reasons, including risk management, or to enhance returns. Financial institutions often act as intermediaries for their clients, helping clients reduce their risks. However, derivatives may also be used to take a risk position.

              The derivative instruments considered to be guarantees, which are presented in the tabletables above, include only those instruments that require Citi to make payments to the


      counterparty based on changes in an underlying that is related to an asset, a liability, or an equity security held by the guaranteed party. More specifically, derivative instruments considered to be guarantees include certain over-the-counter written put options where the counterparty is not a bank, hedge fund or broker-dealer (such counterparties are considered to be dealers in these markets, and may therefore not hold the underlying instruments). However, credit derivatives sold by the Company are excluded from this presentation, as they are disclosed separately within this note below. In addition, non-credit derivative contracts that are cash settled and for which the Company is unable to assert that it is probable the counterparty held the underlying instrument at the inception of the contract also are excluded from the disclosure above.

              In instances where the Company's maximum potential future payment is unlimited, the notional amount of the contract is disclosed.

      Guarantees of Collection of Contractual Cash Flows

              Guarantees of collection of contractual cash flows protect investors in credit card receivables securitization trusts from loss of interest relating to insufficient collections on the underlying receivables in the trusts. The notional amount of these guarantees as of December 31, 2008 is $300 million. No such guarantees were outstanding at March 31, 2009.

      Loans Soldsold with Recourserecourse

              Loans sold with recourse represent the Company's obligations to reimburse the buyers for loan losses under certain circumstances. Recourse refers to the clause in a sales agreement under which a lender will fully reimburse the buyer/investor for any losses resulting from the purchased loans. This may be accomplished by the seller's taking back any loans that become delinquent.

      Securities Lending Indemnificationslending indemnifications

              Owners of securities frequently lend those securities for a fee to other parties who may sell them short or deliver them to another party to satisfy some other obligation. Banks may administer such securities lending programs for their clients. Securities lending indemnifications are issued by the bank to guarantee that a securities lending customer will be made whole in the event that the security borrower does not return the security subject to the lending agreement and collateral held is insufficient to cover the market value of the security.

      Credit Card Merchant Processingcard merchant processing

              Credit card merchant processing guarantees represent the Company's indirect obligations in connection with the processing of private label and bankcard transactions on behalf of merchants.

              Citigroup's primary credit card business is the issuance of credit cards to individuals. In addition, the Company provides transaction processing services to various merchants with respect to bankcard and private-label cards. In the event of a billing dispute with respect to a bankcard transaction between a merchant and a cardholder that is ultimately resolved in the cardholder's favor, the third party holds the primary contingent liability to credit or refund the amount to the cardholder and charge back the transaction to the merchant. If the third party is unable to collect this amount from the merchant, it bears the loss for the amount of the credit or refund paid to the cardholder.

              The Company continues to have the primary contingent liability with respect to its portfolio of private-label merchants. The risk of loss is mitigated as the cash flows between the third party or the Company and the merchant are settled on a net basis and the third party or the Company has the right to offset any payments with cash flows otherwise due to the merchant. To further mitigate this risk, the third party or the Company may require a merchant to make an escrow deposit, delay settlement, or include event triggers to provide the third party or the Company with more financial and operational control in the event of the financial deterioration of the merchant, or require various credit enhancements (including letters of credit and bank guarantees). In the unlikely event that a private labelprivate-label merchant is unable to deliver products, services or a refund to its private labelprivate-label cardholders, Citigroup is contingently liable to credit or refund cardholders. In addition, although a third party holds the primary contingent liability with respect to the processing of bankcard transactions, in the event that the third party does not have sufficient collateral from the merchant or sufficient financial resources of its own to provide the credit or refunds to the cardholders, Citigroup would be liable to credit or refund the cardholders.

              The Company's maximum potential contingent liability related to both bankcard and private labelprivate-label merchant processing services is estimated to be the total volume of credit card transactions that meet the requirements to be valid chargeback transactions at any given time. At March 31, 20092010 and


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      December 31, 2008,2009, this maximum potential exposure was estimated to be $48$55 billion and $57$60 billion, respectively.

              However, the Company believes that the maximum exposure is not representative of the actual potential loss exposure based on the Company's historical experience and its position as a secondary guarantor (in the case of bankcards). In most cases, this contingent liability is unlikely to arise, as most products and services are delivered when purchased, and amounts are refunded when items are returned to merchants. The Company assesses the probability and amount of its contingent liability related to merchant processing based on the financial strength of the primary guarantor (in the case of bankcards) and the extent and nature of unresolved chargebacks and its historical loss experience. At March 31, 20092010 and December 31, 2008,2009, the estimated losses incurred and the carrying amounts of the Company's contingent obligations related to merchant processing activities were immaterial.

      Custody Indemnificationsindemnifications

              Custody indemnifications are issued to guarantee that custody clients will be made whole in the event that a third-party subcustodian or depository institution fails to safeguard clients' assets.

      Other

              As of December 31, 2008,        Citigroup carried a reserve of $149 millionhas an accrual related to certain of Visa USA's litigation matters. As of March 31, 2010 and December 31, 2009, the carrying value of the reserveaccrual was $151 


      million. This reserve$276 million and $121 million, respectively, and the amount is included inOther liabilities on the Consolidated Balance Sheet.

      Other Guaranteesguarantees and Indemnificationsindemnifications

              The Company, through its credit card business, provides various cardholder protection programs on several of its card products, including programs that provide insurance coverage for rental cars, coverage for certain losses associated with purchased products, price protection for certain purchases and protection for lost luggage. These guarantees are not included in the table, since the total outstanding amount of the guarantees and the Company's maximum exposure to loss cannot be quantified. The protection is limited to certain types of purchases and certain types of losses and it is not possible to quantify the purchases that would qualify for these benefits at any given time. The Company assesses the probability and amount of its potential liability related to these programs based on the extent and nature of its historical loss experience. At March 31, 20092010 and December 31, 2008,2009, the actual and estimated losses incurred and the carrying value of the Company's obligations related to these programs were immaterial.

              In the normal course of business, the Company provides standard representations and warranties to counterparties in contracts in connection with numerous transactions and also provides indemnifications that protect the counterparties to the contracts in the event that additional taxes are owed due either to a change in the tax law or an adverse interpretation of the tax law. Counterparties to these transactions provide the Company with comparable indemnifications. While such representations, warranties and tax indemnifications are essential components of many contractual relationships, they do not represent the underlying business purpose for the transactions. The indemnification clauses are often standard contractual terms related to the Company's own performance under the terms of a contract and are entered into in the normal course of business based on an assessment that the risk of loss is remote. Often these clauses are intended to ensure that terms of a contract are met at inception (for example, that loans transferred to a counterparty in a sales transaction did in fact meet the conditions specified in the contract at the transfer date). No compensation is received for these standard representations and warranties, and it is not possible to determine their fair value because they rarely, if ever, result in a payment. In many cases, there are no stated or notional amounts included in the indemnification clauses and the contingencies potentially triggering the obligation to indemnify have not occurred and are not expected to occur. There are no amounts reflected on the Consolidated Balance Sheet as of March 31, 2009 and December 31, 2008, related to theseThese indemnifications and they are not included in the table.table above.

              In addition, the Company is a member of or shareholder in hundreds of value-transfer networks (VTNs) (payment clearing and settlement systems as well as securities exchanges) around the world. As a condition of membership, many of these VTNs require that members stand ready to backstop the net effect on the VTNs of a member's default on its obligations. The Company's potential obligations as a shareholder or member of VTN associations are excluded from the scope of FIN 45, since the shareholders and members represent subordinated classes of investors in the VTNs. Accordingly, the Company's participation in VTNs is not reported in the table and there are no amounts reflected on the Consolidated Balance Sheet as of March 31, 20092010 or December 31, 20082009 for potential obligations that could arise from the Company's involvement with VTN associations.

              In the sale of an insurance subsidiary, the Company provided an indemnification to an insurance company for policyholder claims and other liabilities relating to a book of long-term care (LTC) business (for the entire term of the LTC policies) that is fully reinsured by another insurance company. The reinsurer has funded two trusts with securities whose fair value (approximately $3.7 billion and $3.3 billion at March 31, 2010 and December 31, 2009, respectively) is designed to cover the insurance company's statutory liabilities for the LTC policies. The assets in these trusts are evaluated and adjusted periodically to ensure that the fair value of the assets continues to cover the estimated statutory liabilities related to the LTC policies, as those statutory liabilities change over time. If the reinsurer fails to perform under the reinsurance agreement for any reason, including insolvency, and the assets in the two trusts are insufficient or unavailable to the ceding insurance company, then Citigroup must indemnify the ceding insurance company for any losses actually incurred in connection with the LTC policies. Since both events would have to occur before Citi would become responsible for any payment to the ceding insurance company pursuant to its indemnification obligation and the likelihood of such events occurring is currently not probable, there is no liability reflected in the Consolidated Balance Sheet as of March 31, 2010 and December 31, 2009 related to this indemnification.


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              At March 31, 20092010 and December 31, 2008,2009, the total carrying amounts of the liabilities related to the guarantees and indemnifications included in the table amounted to approximately $2,786 million$1.6 billion and $1,827 million,$1.2 billion, respectively. The carrying value of derivative instruments is included in eitherTrading liabilities orOther liabilities, depending upon whether the derivative was entered into for trading or non-trading purposes. The carrying value of financial and performance guarantees is included inOther liabilities. For loans sold with recourse, the carrying value of the liability is included inOther liabilities. In addition, at March 31, 20092010 and December 31, 2008,2009,Other liabilities on the Consolidated Balance Sheet include an allowance for credit losses of $947$1,157 million and $887$1,122 million relating to letters of credit and unfunded lending commitments, respectively.

      Collateral

              Cash collateral available to the Company to reimburse losses realized under these guarantees and indemnifications amounted to $25$34 billion and $33$31 billion at March 31, 20092010 and December 31, 2008,2009, respectively. Securities and other marketable assets held as collateral amounted to $18$46 billion and $27$43 billion, respectively, the majority of which collateral is held to reimburse losses realized under securities lending indemnifications. The decrease from December 31, 2008 is in line with the decrease in the notional amount of these indemnifications, which are collateralized. Additionally, letters of credit in favor of the Company held as collateral amounted to $597 million and $503 million$1.5 billion at March 31, 20092010 and $1.4 billion at December 31, 2008, respectively.2009. Other property may also be available to the Company to cover losses under certain guarantees and indemnifications; however, the value of such property has not been determined.

      Performance Riskrisk

              Citigroup evaluates the performance risk of its guarantees based on the assigned referenced counterparty internal or external ratings. Where external ratings are used, investment-grade ratings are considered to be Baa/BBB and above, while anything below is considered non-investment grade. The Citigroup internal ratings are in line with the related external rating system. On certain underlying referenced credits or entities, ratings are not available. Such referenced credits are included in the "Not-rated"not rated category. The maximum potential amount of the future payments related to guarantees and credit derivatives sold is determined to be the notional amount of these contracts, which is the par amount of the assets guaranteed.

              Presented in the tables below isare the maximum potential amountamounts of future payments classified based upon internal and external credit ratings as of March 31, 20092010 and December 31, 2008.2009. As previously mentioned, the determination of the maximum potential future payments is based on the notional


      amount of the guarantees without consideration of possible recoveries under recourse provisions or from collateral held or pledged. Such amounts bear no relationship to the anticipated losses, if any, on these guarantees.

       
       Maximum potential amount of future payments 
      In billions of dollars as of March 31, 2009 Investment
      grade
       Non-investment
      grade
       Not rated Total 
      Financial standby letters of credit $36.4 $28.5 $29.6 $94.5 
      Performance guarantees  5.9  3.8  5.3  15.0 
      Derivative instruments deemed to be guarantees      13.6  13.6 
      Loans sold with recourse      0.3  0.3 
      Securities lending indemnifications      33.8  33.8 
      Credit card merchant processing      48.1  48.1 
      Custody indemnifications and other  17.6  3.2    20.8 
                
      Total $59.9 $35.5 $130.7 $226.1 
                

       
       Maximum potential amount of future payments 
      In billions of dollars as of March 31, 2010 Investment
      grade
       Non-investment
      grade
       Not rated Total 

      Financial standby letters of credit

       $46.3 $13.8 $25.1 $85.2 

      Performance guarantees

        6.7  3.8  3.1  13.6 

      Derivative instruments deemed to be guarantees

            7.7  7.7 

      Loans sold with recourse

            0.3  0.3 

      Securities lending indemnifications

            70.6  70.6 

      Credit card merchant processing

            54.9  54.9 

      Custody indemnifications and other

        28.7  5.8    34.5 
                

      Total

       $81.7 $23.4 $161.7 $266.8 
                

       

       
       Maximum potential amount of future payments 
      In billions of dollars as of December 31, 2008 Investment grade Non-investment grade Not rated Total 
      Financial standby letters of credit $49.2 $28.6 $16.4 $94.2 
      Performance guarantees  5.7  5.0  5.6  16.3 
      Derivative instruments deemed to be guarantees      14.8  14.8 
      Guarantees of collection of contractual cash flows      0.3  0.3 
      Loans sold with recourse      0.3  0.3 
      Securities lending indemnifications      47.6  47.6 
      Credit card merchant processing      56.7  56.7 
      Custody indemnifications and other  18.5  3.1    21.6 
                
      Total $73.4 $36.7 $141.7 $251.8 
                

      Credit Derivatives

              A credit derivative is a bilateral contract between a buyer and a seller under which the seller agrees to provide protection to the buyer against the credit risk of a particular entity ("reference entity" or "reference credit"). Credit derivatives generally require that the seller of credit protection make payments to the buyer upon the occurrence of predefined credit events (commonly referred to as "settlement triggers"). These settlement triggers are defined by the form of the derivative and the reference credit and are generally limited to the market standard of failure to pay on indebtedness and bankruptcy of the reference credit and, in a more limited range of transactions, debt restructuring. Credit derivative transactions referring to emerging market reference credits will also typically include additional settlement triggers to cover the acceleration of indebtedness and the risk of repudiation or a payment moratorium. In certain transactions, protection may be provided on a portfolio of referenced credits or asset-backed securities. The seller of such protection may not be required to make payment until a specified amount of losses has occurred with respect to the portfolio and/or may only be required to pay for losses up to a specified amount.

              The Company makes markets in and trades a range of credit derivatives, both on behalf of clients as well as for its own account. Through these contracts, the Company either purchases or writes protection on either a single name or a portfolio of reference credits. The Company uses credit derivatives to help mitigate credit risk in its corporate loan portfolio and other cash positions, to take proprietary trading positions, and to facilitate client transactions.

              The range of credit derivatives sold includes credit default swaps, total return swaps and credit options.

              A credit default swap is a contract in which, for a fee, a protection seller (guarantor) agrees to reimburse a protection buyer (beneficiary) for any losses that occur due to a credit event on a reference entity. If there is no credit default event or settlement trigger, as defined by the specific derivative contract, then the guarantor makes no payments to the beneficiary and receives only the contractually specified fee. However, if a credit event occurs as defined in the specific derivative contract sold, the guarantor will be required to make a payment to the beneficiary.

              A total return swap transfers the total economic performance of a reference asset, which includes all associated cash flows, as well as capital appreciation or depreciation. The protection buyer (beneficiary) receives a floating rate of interest and any depreciation on the reference asset from the protection seller (guarantor) and, in return, the protection seller receives the cash flows associated with the reference asset plus any appreciation. Thus, according to the total return swap agreement, the beneficiary will be obligated to make a payment any time the floating interest rate payment and any depreciation of the reference asset exceed the cash flows associated with the underlying asset. A total return swap may terminate upon a default of the reference asset subject to the provisions of the related total return swap agreement between the protection seller (guarantor) and the protection buyer (beneficiary).

              A credit option is a credit derivative that allows investors to trade or hedge changes in the credit quality of the reference


      asset. For example, in a credit spread option, the option writer (guarantor) assumes the obligation to purchase or sell the reference asset at a specified "strike" spread level. The option purchaser (beneficiary) buys the right to sell the reference asset to, or purchase it from, the option writer at the strike spread level. The payments on credit spread options depend either on a particular credit spread or the price of the underlying credit-sensitive asset. The options usually terminate if the underlying assets default.

              A credit-linked note is a form of credit derivative structured as a debt security with an embedded credit default swap. The purchaser of the note writes credit protection to the issuer, and receives a return which will be negatively affected by credit events on the underlying reference credit. If the reference entity defaults, the purchaser of the credit-linked note may assume the long position in the debt security and any future cash flows from it, but will lose the amount paid to the issuer of the credit-linked note. Thus the maximum amount of the exposure is the carrying amount of the credit-linked note. As of March 31, 2009 and December 31, 2008, the amount of credit-linked notes held by the Company in trading inventory was immaterial.

              The following tables summarize the key characteristics of the Company's credit derivative portfolio as protection seller (guarantor) as of March 31, 2009 and December 31, 2008:

      In millions of dollars as of March 31, 2009 Maximum potential
      amount of
      future payments
       Fair value
      payable
       
      By industry/counterparty       
      Bank $919,354 $123,437 
      Broker-dealer  345,582  56,181 
      Monoline  139  91 
      Non-financial  5,327  5,121 
      Insurance and other financial institutions  135,729  21,581 
            
      Total by industry/counterparty $1,406,131 $206,411 
            
      By instrument:       
      Credit default swaps and options $1,404,928 $206,057 
      Total return swaps and other  1,203  354 
            
      Total by instrument $1,406,131 $206,411 
            
      By rating:       
      Investment grade $808,602 $88,952 
      Non-investment grade  362,851  79,409 
      Not rated  234,678  38,050 
            
      Total by rating $1,406,131 $206,411 
            
       
       Maximum potential amount of future payments 
      In billions of dollars as of December 31, 2009 Investment
      grade
       Non-investment
      grade
       Not rated Total 

      Financial standby letters of credit

       $49.2 $13.5 $26.7 $89.4 

      Performance guarantees

        6.5  3.7  3.7  13.9 

      Derivative instruments deemed to be guarantees

            7.7  7.7 

      Loans sold with recourse

            0.3  0.3 

      Securities lending indemnifications

            64.5  64.5 

      Credit card merchant processing

            59.7  59.7 

      Custody indemnifications and other

        27.7  5.8    33.5 
                

      Total

       $83.4 $23.0 $162.6 $269.0 
                


      In millions of dollars as of December 31, 2008 Maximum potential
      amount of
      future payments
       Fair value
      payable
       
      By industry/counterparty       
      Bank $943,949 $118,428 
      Broker-dealer  365,664  55,458 
      Monoline  139  91 
      Non-financial  7,540  2,556 
      Insurance and other financial institutions  125,988  21,700 
            
      Total by industry/counterparty $1,443,280 $198,233 
            
      By instrument:       
      Credit default swaps and options $1,441,375 $197,981 
      Total return swaps and other  1,905  252 
            
      Total by instrument $1,443,280 $198,233 
            
      By rating:       
      Investment grade $851,426 $83,672 
      Non-investment grade  410,483  87,508 
      Not rated  181,371  27,053 
            
      Total by rating $1,443,280 $198,233 
            

              Citigroup evaluates the payment/performance risk of the credit derivatives to which it stands as guarantor based on the credit rating which has been assigned to the underlying referenced credit. Where external ratings by nationally recognized statistical rating organizations (such as Moody's and S&P), are used, investment grade ratings are considered to be Baa/BBB or above, while anything below is considered non-investment grade. The Citigroup internal ratings are in line with the related external credit rating system. On certain underlying referenced credit, mainly related to over-the-counter credit derivatives, ratings are not available, and these are included in the not-rated category. Credit derivatives written on an underlying non-investment grade referenced credit represent greater payment risk to the Company. The non-investment grade category in the table above primarily includes credit derivatives where the underlying referenced entity has been downgraded subsequent to the inception of the derivative.


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      Credit Commitments and Lines of Credit

              The table below summarizes Citigroup's othercredit commitments as of March 31, 20092010 and December 31, 2008.2009:

      In millions of dollars U.S. Outside
      U.S.
       March 31,
      2009
       December 31,
      2008
       
      Commercial and similar letters of credit $2,085 $5,233 $7,318 $8,215 
      One- to four-family residential mortgages  734  258  992  937 
      Revolving open-end loans secured by one- to four-family residential properties  24,611  2,573  27,184  25,212 
      Commercial real estate, construction and land development  1,744  581  2,325  2,702 
      Credit card lines  750,451  126,881  877,332  1,002,437 
      Commercial and other consumer loan commitments  199,803  86,558  286,361  309,997 
                
      Total $979,428 $222,084 $1,201,512 $1,349,500 
                

      In millions of dollars U.S. Outside of
      U.S.
       March 31,
      2010
       December 31,
      2009
       

      Commercial and similar letters of credit

       $1,457 $6,493 $7,950 $7,211 

      One- to four-family residential mortgages

        722  279  1,001  1,070 

      Revolving open-end loans secured by one- to four-family residential properties

        20,023  3,011  23,034  23,916 

      Commercial real estate, construction and land development

        1,651  536  2,187  1,704 

      Credit card lines

        611,141  129,826  740,967  785,495 

      Commercial and other consumer loan commitments

        118,061  86,243  204,304  257,342 
                

      Total

       $753,055 $226,388 $979,443 $1,076,738 
                

              The majority of unused commitments are contingent upon customers' maintaining specific credit standards. Commercial commitments generally have floating interest rates and fixed expiration dates and may require payment of fees. Such fees (net of certain direct costs) are deferred and, upon exercise of the commitment, amortized over the life of the loan or, if exercise is deemed remote, amortized over the commitment period.

      Commercial and similar letters of credit

              A commercial letter of credit is an instrument by which Citigroup substitutes its credit for that of a customer to enable the customerscustomer to finance the purchase of goods or to incur other commitments. Citigroup issues a letter on behalf of its client to a supplier and agrees to pay themthe supplier upon presentation of documentary evidence that the supplier has performed in accordance with the terms of the letter of credit. When a letter of credit is drawn, the customer is then is required to reimburse Citigroup.

      One- to four-family residential mortgages

              A one- to four-family residential mortgage commitment is a written confirmation from Citigroup to a seller of a property that the bank will advance the specified sums enabling the buyer to complete the purchase.

      Revolving open-end loans secured by one- to four-family residential properties

              Revolving open-end loans secured by one- to four-family residential properties are essentially home equity lines of credit. A home equity line of credit is a loan secured by a primary residence or second home to the extent of the excess of fair market value over the debt outstanding for the first mortgage.

      Commercial Real Estate, Constructionreal estate, construction and Land Developmentland development

              Commercial real estate, construction and land development include unused portions of commitments to extend credit for the purpose of financing commercial and multifamily residential properties as well as land development projects. Both secured-by-real estatesecured-by-real-estate and unsecured commitments are included in this line. In addition,line, as well as undistributed loan proceeds, where there is an obligation to advance for construction progress are also included in this line.payments. However, this line only includes those extensions of credit that, once funded, will be classified as LoansTotal loans, net on the Consolidated Balance Sheet.

      Credit card lines

              Citigroup provides credit to customers by issuing credit cards. The credit card lines are unconditionally cancellable by the issuer.

      Commercial and other consumer loan commitments

              Commercial and other consumer loan commitments include overdraft and liquidity facilities, as well as commercial commitments to make or purchase loans, to purchase third-party receivables, and to provide note issuance or revolving underwriting facilities.facilities and to invest in the form of equity. Amounts include $130$82 billion and $140$126 billion with an original maturity of less than one year at March 31, 20092010 and December 31, 2008,2009, respectively.

              In addition, included in this line item are highly leveraged financing commitments, which are agreements that provide funding to a borrower with higher levels of debt (measured by the ratio of debt capital to equity capital of the borrower) than is generally considered normal for other companies. This type of financing is commonly employed in corporate acquisitions, management buy-outs and similar transactions.


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      20.    CONTINGENCIES

              The Company is a defendantIn accordance with ASC 450 (formerly SFAS 5), Citigroup establishes accruals for litigation and regulatory matters when those matters present loss contingencies that both are probable and can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in numerous lawsuits and other legal proceedings, described under "Legal Proceedings," arising outlight of alleged misconduct in connection with certain matters.additional information. In view of the large numberinherent unpredictability of such matters, the uncertainties of the timing and outcome of this type of litigation, the novel issues presented, and the significant amounts involved, it is possible that the ultimate costs of these matters may exceed or be below the Company's litigation reserves. The Company will continue to defend itself vigorously in these cases, and seek to resolve them in the manner management believes is in the best interests of the Company.

              In addition, in the ordinary course of business, Citigroup and its subsidiaries are defendants or co-defendants or parties in various litigation and regulatory matters, incidentalparticularly where the damages sought are substantial or indeterminate, the investigations or proceedings are in the early stages, or the matters involve novel legal theories or a large number of parties, Citigroup cannot state with certainty the timing or ultimate resolution of litigations and regulatory matters, and the actual costs of resolving litigations and regulatory matters may be substantially higher or lower than the amounts accrued for those matters.

              Subject to and typical of the businesses in which they are engaged. Inforegoing, it is the opinion of Citigroup's management, based on current knowledge and after taking into account available insurance coverage and its current accruals, that the Company's management, the ultimate resolutioneventual outcome of these legal and regulatory proceedingssuch matters would not be likely to have a material adverse effect on the consolidated financial condition of Citi. Nonetheless, given the Company but, if involving monetary liability, may besubstantial or indeterminate amounts sought in certain of these matters, and the inherent unpredictability of such matters, an adverse outcome in certain of these matters could, from time to time, have a material to the Company's operatingadverse effect on Citi's consolidated results for anyof operations or cash flows in particular period.quarterly or annual periods.


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      21.    CITIBANK, N.A. STOCKHOLDER'S EQUITY

      Statement of Changes in Stockholder's Equity (Unaudited)

       
       Three Months Ended March 31, 
      In millions of dollars, except shares 2009 2008 
      Common stock ($20 par value)       
      Balance, beginning of period—Shares: 37,534,553 in 2009 and 2008 $751 $751 
            
      Balance, end of period—Shares: 37,534,553 in 2009 and 2008 $751 $751 
            
      Surplus       
      Balance, beginning of period $74,767 $69,135 
      Capital contribution from parent company  27,451  18 
      Employee benefit plans  1  1 
            
      Balance, end of period $102,219 $69,154 
            
      Retained earnings       
      Balance, beginning of period $21,735 $31,915 
      Adjustment to opening balance, net of taxes(1)  402   
            
      Adjusted balance, beginning of period $22,137 $31,915 
      Net income (loss)  1,470  (881)
      Dividends paid    (8)
      Other(2)  117   
            
      Balance, end of period $23,724 $31,026 
            
      Accumulated other comprehensive income (loss)       
      Balance, beginning of period $(15,895)$(2,495)
      Adjustment to opening balance, net of taxes(1)  (402)  
            
      Adjusted balance, beginning of period $(16,297)$(2,495)
      Net change in unrealized gains (losses) on investment securities available-for-sale, net of taxes  (125) (1,942)
      Net change in FX translation adjustment, net of taxes  (2,106) 799 
      Net change in cash flow hedges, net of taxes  1,131  (1,008)
      Pension liability adjustment, net of taxes  24  48 
            
      Net change in Accumulated other comprehensive income (loss) $(1,076)$(2,103)
            
      Balance, end of period $(17,373)$(4,598)
            
      Total Citibank common stockholder's equity and total Citibank stockholder's equity $109,321 $96,333 
            
      Noncontrolling interest       
      Balance, beginning of period  1,082  1,266 
      Transactions between Citi and the noncontrolling interest shareholders  (130)  
      Net income attributable to noncontrolling interest shareholders  8  25 
      Dividends paid to noncontrolling interest shareholders  (6) (6)
      Accumulated other comprehensive income—Net change in unrealized gains and losses on investments securities, net of tax  (3) 1 
      Accumulated other comprehensive income—Net change in FX translation adjustment, net of tax  (86) 69 
      All other  (5) (2)
            
      Net change in noncontrolling interest $(222)$87 
            
      Balance, end of period $860 $1,353 
            
      Total equity $110,181 $97,686 
            
      Comprehensive income (loss)       
      Net income (loss) $1,478 $(856)
      Net change in Accumulated other comprehensive income (loss)  (1,165) (2,033)
            
      Comprehensive income (loss) $313 $(2,889)
      Comprehensive income attributable to the noncontrolling interest  81  (95)
            
      Comprehensive income attributable to Citibank $394 $(2,984)
            

       
       Citibank, N.A. and Subsidiaries 
       
       Three Months Ended March 31, 
      In millions of dollars, except shares 2010 2009 

      Common stock ($20 par value)

             

      Balance, beginning of period—shares: 37,534,553 in 2010 and 2009

       $751 $751 
            

      Balance, end of period

       $751 $751 
            

      Surplus

             

      Balance, beginning of period

       $107,923 $74,767 

      Capital contribution from parent company

        346  27,451 

      Employee benefit plans

        132  1 
            

      Balance, end of period

       $108,401 $102,219 
            

      Retained earnings

             

      Balance, beginning of period

       $19,457 $21,735 

      Adjustment to opening balance, net of taxes(1)(2)

        (411) 402 
            

      Adjusted balance, beginning of period

       $19,046 $22,137 

      Net income

        2,472  1,470 

      Dividends(3)

        9   

      Other(4)

          117 
            

      Balance, end of period

       $21,527 $23,724 
            

      Accumulated other comprehensive income (loss)

             

      Balance, beginning of period

       $(11,532)$(15,895)

      Adjustment to opening balance, net of taxes(1)

          (402)
            

      Adjusted balance, beginning of period

       $(11,532)$(16,297)

      Net change in unrealized gains (losses) on investment securities available-for-sale, net of taxes

        1,014  (125)

      Net change in foreign currency translation adjustment, net of taxes

        (786) (2,106)

      Net change in cash flow hedges, net of taxes

        133  1,131 

      Pension liability adjustment, net of taxes

        (17) 24 
            

      Net change in accumulated other comprehensive income (loss)

       $344 $(1,076)
            

      Balance, end of period

       $(11,188)$(17,373)
            

      Total Citibank stockholder's equity

       $119,491 $109,321 
            

      Noncontrolling interest

             

      Balance, beginning of period

       $1,294 $1,082 

      Initial origination of a noncontrolling interest

        (39)  

      Transactions between noncontrolling interest and the related consolidating subsidiary

        (1) (130)

      Net income attributable to noncontrolling interest shareholders

        22  8 

      Dividends paid to noncontrolling interest shareholders

        (1) (6)

      Accumulated other comprehensive income—Net change in unrealized gains and losses on investment securities, net of tax

        12  (3)

      Accumulated other comprehensive income—Net change in FX translation adjustment, net of tax

        (5) (86)

      All other

        (12) (5)
            

      Net change in noncontrolling interest

        (24) (222)
            

      Balance, end of period

       $1,270 $860 
            

      Total equity

       $120,761 $110,181 
            

      Comprehensive income (loss)

             

      Net income (loss) before attribution of noncontrolling interest

       $2,494 $1,478 

      Net change in accumulated other comprehensive income (loss)

        351  (1,165)
            

      Total comprehensive income (loss)

       $2,845 $313 

      Comprehensive income attributable to the noncontrolling interest

        29  (81)
            

      Comprehensive income attributable to Citibank

       $2,816 $394 
            

      (1)
      The adjustment to the opening balances forRetained earnings andAccumulated other comprehensive income (loss) representin 2009 represents the cumulative effect of initially adopting FSPASC 320-10-35-34 (FSP FAS 115-2. (See Note 1 for further disclosure)115-2 and FAS 124-2).

      (2)
      The adjustment to the opening balance forRetained earnings in 2010 represents the cumulative effect of initially adopting ASC 810,Consolidation (formerly FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities). See Note 1 to the Consolidated Financial Statements.

      (3)
      The 2010 period includes common dividends related to forfeitures of previously issued but unvested employee stock awards.

      (4)
      Represents the accounting in accordance with SFAS 141,Business Combinations for the transfers of assets and liabilities between Citibank, N.AN.A. and other affiliates under the common control of Citigroup.

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      22.    SUBSEQUENT EVENTS

      LQIF Acquisition

              In May 2010, Citigroup received regulatory approval and finalized its exercise of two call options increasing Citi's stake from 32.96% to 50% in LQIF, a wholly owned subsidiary of Quiñenco that controls Banco de Chile, and is accounted for under the equity method of accounting. The exercise price of the two options are approximately $510 million and $519 million, respectively, which were paid to Quiñenco. As a result of the transaction, Citi obtained a 30.9% voting interest and 20.4% economic interest in Banco de Chile and the right to appoint additional directors on both the LQIF and Banco de Chile boards, bringing the totals up to 3 (of 7) and 5 (of 11), respectively.

              The Company has evaluated subsequent events through May 7, 2010, which is the date its Consolidated Financial Statements were issued.


      23.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTSTATEMENTS SCHEDULES

              These unaudited condensed consolidating financial statementConsolidating Financial Statements schedules are presented for purposes of additional analysis but should be considered in relation to the consolidated financial statementsConsolidated Financial Statements of Citigroup taken as a whole.

      Citigroup Parent Company

              The holding company, Citigroup Inc.

      Citigroup Global Markets Holdings Inc. (CGMHI)

              Citigroup guarantees various debt obligations of CGMHI as well as all of the outstanding debt obligations under CGMHI's publicly issued debt.

      Citigroup Funding Inc. (CFI)

              CFI is a first-tier subsidiary of Citigroup, which issues commercial paper, medium-term notes and structured equity-linked and credit-linked notes, all of which are guaranteed by Citigroup.

      CitiFinancial Credit Company (CCC)

              An indirect wholly owned subsidiary of Citigroup. CCC is a wholly owned subsidiary of Associates. Citigroup has issued a full and unconditional guarantee of the outstanding indebtedness of CCC.

      Associates First Capital Corporation (Associates)

              A wholly owned subsidiary of Citigroup. Citigroup has issued a full and unconditional guarantee of the outstanding long-term debt securities and commercial paper of Associates. In addition, Citigroup guaranteed various debt obligations of Citigroup Finance Canada Inc. (CFCI), a wholly owned subsidiary of Associates. CFCI continues to issue debt in the Canadian market supported by a Citigroup guarantee. Associates is the immediate parent company of CCC.

      Other Citigroup Subsidiaries

              Includes all other subsidiaries of Citigroup, intercompany eliminations, and income/loss from discontinued operations.

      Consolidating Adjustments

              Includes Citigroup parent company elimination of distributed and undistributed income of subsidiaries, investment in subsidiaries and the elimination of CCC, which is included in the Associates column.


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      CONDENSED CONSOLIDATING STATEMENT OF INCOMECondensed Consolidating Statements of Income

       
       Three Months Ended March 31, 2009 
      In millions of dollars Citigroup
      parent
      company
       CGMHI CFI CCC Associates Other
      Citigroup
      subsidiaries,
      eliminations
       Consolidating
      adjustments
       Citigroup
      consolidated
       
      Revenues                         
      Dividends from subsidiary banks and bank holding companies $19 $ $ $ $ $ $(19)$ 
      Interest revenue  120  2,269    1,633  1,864  16,356  (1,633) 20,609 
      Interest revenue—intercompany  802  708  1,060  10  116  (2,686) (10)  
      Interest expense  2,224  691  516  25  102  4,178  (25) 7,711 
      Interest expense—intercompany  (236) 1,099  179  576  470  (1,512) (576)  
                        
      Net interest revenue $(1,066)$1,187 $365 $1,042 $1,408 $11,004 $(1,042)$12,898 
                        
      Commissions and fees $ $1,653 $ $11 $30 $2,643 $(11)$4,326 
      Commissions and fees—intercompany    33    19  21  (54) (19)  
      Principal transactions  (357) (1,704) 986    (2) 4,871    3,794 
      Principal transactions—intercompany  143  3,138  (673)   (10) (2,598)    
      Other income  3,522  702  (40) 102  148  (561) (102) 3,771 
      Other income—intercompany  (2,369) 18  30    24  2,297     
                        
      Total non-interest revenues $939 $3,840 $303 $132 $211 $6,598 $(132)$11,891 
                        
      Total revenues, net of interest expense $(108)$5,027 $668 $1,174 $1,619 $17,602 $(1,193)$24,789 
                        
      Provisions for credit losses and for benefits and claims $ $24 $ $956 $1,051 $9,232 $(956)$10,307 
                        
      Expenses                         
      Compensation and benefits $(50)$1,857 $ $120 $148 $4,464 $(120)$6,419 
      Compensation and benefits—intercompany  2  193      37  (232)    
      Other expense  228  659  1  109  147  4,633  (109) 5,668 
      Other expense—intercompany  109  6  3  166  153  (271) (166)  
                        
      Total operating expenses $289 $2,715 $4 $395 $485 $8,594 $(395)$12,087 
                        
      Income (Loss) before taxes and equity in undistributed income of subsidiaries $(397)$2,288 $664 $(177)$83 $(224)$158 $2,395 
      Income taxes (benefits)  651  692  232  (59) 32  (822) 59  785 
      Equities in undistributed income of subsidiaries  2,641            (2,641)  
      Income (Loss) from continuing operations $1,593 $1,596 $432 $(118)$51 $598 $(2,542)$1,610 
      Income from discontinued operations, net of taxes            (33)   (33)
                        
      Net income (Loss) before attribution of Noncontrolling Interests $1,593 $1,596 $432 $(118)$51 $565 $(2,542)$1,577 
                        
      Net Income (Loss) attributable to Noncontrolling Interests    (1)       (15)   (16)
                        
      Citigroup's Net Income (Loss) $1,593 $1,597 $432 $(118)$51 $580 $(2,542)$1,593 
                        

       
       Three Months Ended March 31, 2010 
      In millions of dollars Citigroup parent company CGMHI CFI CCC Associates Other
      Citigroup
      subsidiaries,
      eliminations
      and income
      from
      discontinued
      operations
       Consolidating
      adjustments
       Citigroup
      consolidated
       

      Revenues

                               

      Dividends from subsidiary banks and bank holding companies

       $2,313 $ $ $ $ $ $(2,313)$ 

      Interest revenue

        75  1,490    1,399  1,606  17,681  (1,399) 20,852 

      Interest revenue—intercompany

        508  565  824  20  96  (1,993) (20)  

      Interest expense

        2,188  522  799  24  94  2,688  (24) 6,291 

      Interest expense—intercompany

        (199) 666  (282) 517  308  (493) (517)  
                        

      Net interest revenue

       $(1,406)$867 $307 $878 $1,300 $13,493  (878)$14,561 
                        

      Commissions and fees

       $ $1,287 $ $11 $33 $2,440 $(11)$3,760 

      Commissions and fees—intercompany

          58    40  44  (102) (40)  

      Principal transactions

        (117) 3,821  289    (2) 60    4,051 

      Principal transactions—intercompany

        (4) (1,668) (273)   (18) 1,963     

      Other income

        1,019  352  (200) 104  141  1,737  (104) 3,049 

      Other income—intercompany

        (825) 30  218    9  568     
                        

      Total non-interest revenues

       $73 $3,880 $34 $155 $207 $6,666 $(155)$10,860 
                        

      Total revenues, net of interest expense

       $980 $4,747 $341 $1,033 $1,507 $20,159 $(3,346)$25,421 
                        

      Provisions for credit losses and for benefits and claims

       $ $4 $ $685 $750 $7,864 $(685)$8,618 
                        

      Expenses

                               

      Compensation and benefits

       $102 $1,496 $��$126 $180 $4,384 $(126)$6,162 

      Compensation and benefits—intercompany

        2  54    34  34  (90) (34)  

      Other expense

        140  494    112  152  4,570  (112) 5,356 

      Other expense—intercompany

        64  241  2  179  187  (494) (179)  
                        

      Total operating expenses

       $308 $2,285 $2 $451 $553 $8,370 $(451)$11,518 
                        

      Income (loss) before taxes and equity in undistributed income of subsidiaries

       $672 $2,458 $339 $(103)$204 $3,925 $(2,210)$5,285 

      Income taxes (benefits)

        (1,070) 820  119  (42) 67  1,100  42  1,036 

      Equities in undistributed income of subsidiaries

        2,686            (2,686)  
                        

      Income (loss) from continuing operations

       $4,428 $1,638 $220 $(61)$137 $2,825 $(4,938)$4,249 

      Income (loss) from discontinued operations, net of taxes

                  211    211 
                        

      Net income (loss) before attrition of noncontrolling interest

       $4,428 $1,638 $220 $(61)$137 $3,036 $(4,938)$4,460 
                        

      Net income (loss) attributable to noncontrolling interests

          14        18    32 
                        

      Citigroup's net income (loss)

       $4,428 $1,624 $220 $(61)$137 $3,018 $(4,938)$4,428 
                        

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      CONDENSED CONSOLIDATING STATEMENT OF INCOMECondensed Consolidating Statements of Income

       
       Three Months Ended March 31, 2008 
      In millions of dollars Citigroup
      parent
      company
       CGMHI CFI CCC Associates Other
      Citigroup
      subsidiaries,
      eliminations
       Consolidating
      adjustments
       Citigroup
      consolidated
       
      Revenues                         
      Dividends from subsidiary banks and bank holding companies $1,366 $ $ $ $ $ $(1,366)$ 
      Interest revenue  134  5,824    1,812  2,092  21,140  (1,812) 29,190 
      Interest revenue—intercompany  1,306  445  1,412  11  151  (3,314) (11)  
      Interest expense  2,291  4,063  961  41  175  8,632  (41) 16,122 
      Interest expense—intercompany  (27) 1,406  108  624  693  (2,180) (624)  
                        
      Net interest revenue $(824)$800 $343 $1,158 $1,375 $11,374 $(1,158)$13,068 
                        
      Commissions and fees $ $2,233 $ $20 $47 $(704)$(20)$1,576 
      Commissions and fees—intercompany  (10) 72    7  11  (73) (7)  
      Principal transactions  958  (7,568) 816    (4) (865)   (6,663)
      Principal transactions—intercompany  (284) 176  (582)   23  667     
      Other income  (1,756) 964  (66) 109  134  5,184  (109) 4,460 
      Other income—intercompany  1,306  540  70  7  26  (1,942) (7)  
                        
      Total non-interest revenues $214 $(3,583)$238 $143 $237 $2,267 $(143)$(627)
                        
      Total revenues, net of interest expense $756 $(2,783)$581 $1,301 $1,612 $13,641 $(2,667)$12,441 
                        
      Provisions for credit losses and for benefits and claims $ $16 $ $989 $1,086 $4,750 $(989)$5,852 
                        
      Expenses                         
      Compensation and benefits $(7)$2,804 $ $198 $274 $5,693 $(198)$8,764 
      Compensation and benefits—intercompany  2  236    49  50  (288) (49)  
      Other expense  49  959    125  167  5,836  (125) 7,011 
      Other expense—intercompany  33  335  15  81  104  (487) (81)  
                        
      Total operating expenses $77 $4,334 $15 $453 $595 $10,754 $(453)$15,775 
                        
      Income (Loss) before taxes and equity in undistributed income of subsidiaries $679 $(7,133)$566 $(141)$(69)$(1,863)$(1,225)$(9,186)
      Income taxes (benefits)  (437) (2,744) 200  (45) (16) (942) 45  (3,939)
      Equities in undistributed income of subsidiaries  (6,227)           6,227   
      Income (Loss) from continuing operations $(5,111)$(4,389)$366 $(96)$(53)$(921)$4,957 $(5,247)
      Income from discontinued operations, net of taxes            115    115 
                        
      Net income (Loss) before attribution of Noncontrolling Interests $(5,111)$(4,389)$366 $(96)$(53)$(806)$4,957 $(5,132)
                        
      Net Income (Loss) attributable to Noncontrolling Interests    (6)       (15)   (21)
                        
      Citigroup's Net Income (Loss) $(5,111)$(4,383)$366 $(96)$(53)$(791)$4,957 $(5,111)
                        

       
       Three Months Ended March 31, 2009 
      In millions of dollars Citigroup
      parent
      company
       CGMHI CFI CCC Associates Other
      Citigroup
      subsidiaries,
      eliminations
       Consolidating
      adjustments
       Citigroup
      consolidated
       

      Revenues

                               

      Dividends from subsidiary banks and bank holding companies

       $19 $ $ $ $ $ $(19)$ 

      Interest revenue

        120  2,269    1,633  1,864  16,330  (1,633) 20,583 

      Interest revenue—intercompany

        802  708  1,060  10  116  (2,686) (10)  

      Interest expense

        2,224  691  516  25  102  4,124  (25) 7,657 

      Interest expense—intercompany

        (236) 1,099  179  576  470  (1,512) (576)  
                        

      Net interest revenue

       $(1,066)$1,187 $365 $1,042 $1,408 $11,032 $(1,042)$12,926 
                        

      Commissions and fees

       $ $1,653 $ $11 $30 $2,485 $(11)$4,168 

      Commissions and fees—intercompany

          33    19  21  (54) (19)  

      Principal transactions

        (357) (1,704) 986    (2) 4,747    3,670 

      Principal transactions—intercompany

        143  3,138  (673)   (10) (2,598)    

      Other income

        3,522  702  (40) 102  148  (575) (102) 3,757 

      Other income—intercompany

        (2,369) 18  30    24  2,297     
                        

      Total non-interest revenues

       $939 $3,840 $303 $132 $211 $6,302 $(132)$11,595 
                        

      Total revenues, net of interest expense

       $(108)$5,027 $668 $1,174 $1,619 $17,334 $(1,193)$24,521 
                        

      Provisions for credit losses and for benefits and claims

       $ $24 $ $956 $1,051 $9,232 $(956)$10,307 
                        

      Expenses

                               

      Compensation and benefits

       $(50)$1,857 $ $120 $148 $4,280 $(120)$6,235 

      Compensation and benefits— intercompany

        2  193      37  (232)    

      Other expense

        228  659  1  109  147  4,415  (109) 5,450 

      Other expense—intercompany

        109  6  3  166  153  (271) (166)  
                        

      Total operating expenses

       $289 $2,715 $4 $395 $485 $8,192 $(395)$11,685 
                        

      Income (Loss) before taxes and equity in undistributed income of subsidiaries

       $(397)$2,288 $664 $(177)$83 $(90)$158 $2,529 

      Income taxes (benefits)

        651  692  232  (59) 32  (772) 59  835 

      Equities in undistributed income of subsidiaries

        2,641            (2,641)  
                        

      Income (Loss) from continuing operations

       $1,593 $1,596 $432 $(118)$51 $682 $(2,542)$1,694 

      Income from discontinued operations, net of taxes

                  (117)   (117)
                        

      Net income (Loss) before attribution of Noncontrolling Interests

       $1,593 $1,596 $432 $(118)$51 $565 $(2,542)$1,577 
                        

      Net Income (Loss) attributable to Noncontrolling Interests

          (1)       (15)   (16)
                        

      Citigroup's Net Income (Loss)

       $1,593 $1,597 $432 $(118)$51 $580 $(2,542)$1,593 
                        

      Table of Contents

      CONDENSED CONSOLIDATING BALANCE SHEET
      Condensed Consolidating Balance Sheet

       
       March 31, 2009 
      In millions of dollars Citigroup
      parent
      company
       CGMHI CFI CCC Associates Other
      Citigroup
      subsidiaries
      and
      eliminations
       Consolidating
      adjustments
       Citigroup
      consolidated
       
      Assets                         
      Cash and due from banks $ $2,901 $ $136 $190 $27,972 $(136)$31,063 
      Cash and due from banks—intercompany  14  1,262  1  139  153  (1,430) (139)  
      Federal funds sold and resale agreements    163,989        15,614    179,603 
      Federal funds sold and resale agreements—intercompany    23,912        (23,912)    
      Trading account assets  25  135,342  296    12  199,547    335,222 
      Trading account assets—intercompany  466  10,736  3,555    185  (14,942)    
      Investments  10,034  329    2,105  2,359  226,084  (2,105) 238,806 
      Loans, net of unearned income    519    46,651  52,943  603,830  (46,651) 657,292 
      Loans, net of unearned income—intercompany      137,373  5,152  9,271  (146,644) (5,152)  
      Allowance for loan losses    (143)   (3,378) (3,629) (27,931) 3,378  (31,703)
                        
      Total loans, net $ $376 $137,373 $48,425 $58,585 $429,255 $(48,425)$625,589 
                        
      Advances to subsidiaries  134,731          (134,731)    
      Investments in subsidiaries  182,783            (182,783)  
      Other assets  16,416  69,188  53  6,216  7,032  319,606  (6,216) 412,295 
      Other assets—intercompany  16,984  50,462  2,949  228  846  (71,241) (228)  
                        
      Total assets $361,453 $458,497 $144,227 $57,249 $69,362 $971,822 $(240,032)$1,822,578 
                        
      Liabilities and equity                         
      Deposits $ $ $ $ $ $762,696 $ $762,696 
      Federal funds purchased and securities loaned or sold    148,382        36,421    184,803 
      Federal funds purchased and securities loaned or sold—intercompany  185  9,603        (9,788)    
      Trading account liabilities    63,108        67,718    130,826 
      Trading account liabilities—intercompany  781  9,689  2,706      (13,176)    
      Short-term borrowings  2,364  7,080  30,912    7  76,026    116,389 
      Short-term borrowings—intercompany    90,375  63,531  7,355  36,442  (190,348) (7,355)  
      Long-term debt  186,740  15,311  40,523  2,124  7,691  86,987  (2,124) 337,252 
      Long-term debt—intercompany  2,083  41,720  1,375  39,762  17,654  (62,832) (39,762)  
      Advances from subsidiaries  10,508          (10,508)    
      Other liabilities  7,657  57,000  952  1,857  1,672  77,404  (1,857) 144,685 
      Other liabilities—intercompany  7,201  6,491  98  852  518  (14,308) (852)  
                        
      Total liabilities $217,519 $448,759 $140,097 $51,950 $63,984 $806,292 $(51,950)$1,676,651 
                        
      Citigroup stockholder's equity  143,934  9,330  4,130  5,299  5,378  163,945  (188,082) 143,934 
      Noncontrolling interest    408        1,585    1,993 
                        
      Total equity $143,934 $9,738 $4,130 $5,299 $5,378 $165,530 $(188,082)$145,927 
                        
      Total liabilities and equity $361,453 $458,497 $144,227 $57,249 $69,362 $971,822 $(240,032)$1,822,578 
                        

       
       March 31, 2010 
      In millions of dollars Citigroup
      parent
      company
       CGMHI CFI CCC Associates Other
      Citigroup
      subsidiaries
      and
      eliminations
       Consolidating
      adjustments
       Citigroup
      consolidated
       

      Assets

                               

      Cash and due from banks

       $ $2,612 $ $108 $237 $22,829 $(108)$25,678 

      Cash and due from banks—intercompany

        5  3,102  1  143  164  (3,272) (143)  

      Federal funds sold and resale agreements

          207,752        26,596    234,348 

      Federal funds sold and resale agreements—intercompany

          18,951        (18,951)    

      Trading account assets

        23  162,737      18  183,005    345,783 

      Trading account assets—intercompany

        116  7,953  1,131      (9,200)    

      Investments

        11,361  2,237    2,443  2,587  300,548  (2,443) 316,733 

      Loans, net of unearned income

          970    40,688  46,540  674,294  (40,688) 721,804 

      Loans, net of unearned income—intercompany

            119,370  3,337  7,127  (126,497) (3,337)  

      Allowance for loan losses

          (48)   (3,683) (4,045) (44,653) 3,683  (48,746)
                        

      Total loans, net

       $ $922 $119,370 $40,342 $49,622 $503,144 $(40,342)$673,058 

      Advances to subsidiaries

        124,196          (124,196)    

      Investments in subsidiaries

        214,362            (214,362)  

      Other assets

        17,695  65,188  805  6,501  7,411  315,514  (6,501) 406,613 

      Other assets—intercompany

        10,468  31,017  3,324  18  1,539  (46,348) (18)  
                        

      Total assets

       $378,226 $502,471 $124,631 $49,555 $61,578 $1,149,669 $(263,917)$2,002,213 
                        

      Liabilities and equity

                               

      Deposits

       $ $ $ $ $ $827,914 $ $827,914 

      Federal funds purchased and securities loaned or sold

          170,497        37,414    207,911 

      Federal funds purchased and securities loaned or sold—intercompany

        185  5,838        (6,023)    

      Trading account liabilities

          92,342  79      50,327    142,748 

      Trading account liabilities—intercompany

        116  5,800  1,587      (7,503)    

      Short-term borrowings

        1,168  4,166  11,670    456  79,234    96,694 

      Short-term borrowings—intercompany

          62,983  50,815  4,618  33,363  (147,161) (4,618)  

      Long-term debt

        192,325  12,795  55,100  2,636  6,696  172,358  (2,636) 439,274 

      Long-term debt—intercompany

        387  57,228  1,026  34,787  12,945  (71,586) (34,787)  

      Advances from subsidiaries

        20,969          (20,969)    

      Other liabilities

        6,657  61,578  474  1,827  1,958  63,226  (1,827) 133,893 

      Other liabilities—intercompany

        4,998  9,060  119  810  406  (14,583) (810)  
                        

      Total liabilities

       $226,805 $482,287 $120,870 $44,678 $55,824 $962,648 $(44,678)$1,848,434 
                        

      Citigroup stockholders' equity

        151,421  19,736  3,761  4,877  5,754  185,111  (219,239) 151,421 

      Noncontrolling interest

          448        1,910    2,358 
                        

      Total equity

       $151,421 $20,184 $3,761 $4,877 $5,754 $187,021 $(219,239)$153,779 
                        

      Total liabilities and equity

       $378,226 $502,471 $124,631 $49,555 $61,578 $1,149,669 $(263,917)$2,002,213 
                        

      Table of Contents

      CONDENSED CONSOLIDATING BALANCE SHEETCondensed Consolidating Balance Sheet

       
       December 31, 2008 
      In millions of dollars Citigroup
      parent
      company
       CGMHI CFI CCC Associates Other
      Citigroup
      subsidiaries
      and
      eliminations
       Consolidating
      adjustments
       Citigroup
      consolidated
       
      Assets                         
      Cash and due from banks $ $3,142 $ $149 $211 $25,900 $(149)$29,253 
      Cash and due from banks—intercompany  13  1,415  1  141  185  (1,614) (141)  
      Federal funds sold and resale agreements    167,589        16,544    184,133 
      Federal funds sold and resale agreements—intercompany    31,446        (31,446)    
      Trading account assets  20  155,136  88    15  222,376    377,635 
      Trading account assets—intercompany  818  11,197  4,439    182  (16,636)    
      Investments  25,611  382    2,059  2,366  227,661  (2,059) 256,020 
      Loans, net of unearned income    663    48,663  55,387  638,166  (48,663) 694,216 
      Loans, net of unearned income—intercompany      134,744  3,433  11,129  (145,873) (3,433)  
      Allowance for loan losses    (122)   (3,415) (3,649) (25,845) 3,415  (29,616)
                        
      Total loans, net $ $541 $134,744 $48,681 $62,867 $466,448 $(48,681)$664,600 
      Advances to subsidiaries  167,043          (167,043)    
      Investments in subsidiaries  149,424            (149,424)  
      Other assets  12,148  74,740  51  6,156  6,970  332,920  (6,156) 426,829 
      Other assets—intercompany  14,998  108,952  3,997  254  504  (128,451) (254)  
                        
      Total assets $370,075 $554,540 $143,320 $57,440 $73,300 $946,659 $(206,864)$1,938,470 
                        
      Liabilities and equity                         
      Deposits $ $ $ $ $ $774,185 $ $774,185 
      Federal funds purchased and securities loaned or sold    165,914        39,379    205,293 
      Federal funds purchased and securities loaned or sold—intercompany  8,673  34,007        (42,680)    
      Trading account liabilities    70,006  14      97,458    167,478 
      Trading account liabilities—intercompany  732  12,751  2,660      (16,143)    
      Short-term borrowings  2,571  9,735  30,994    222  83,169    126,691 
      Short-term borrowings—intercompany    87,432  66,615  6,360  39,637  (193,684) (6,360)  
      Long-term debt  192,290  20,623  37,374  2,214  8,333  100,973  (2,214) 359,593 
      Long-term debt—intercompany    60,318  878  40,722  17,655  (78,851) (40,722)  
      Advances from subsidiaries  7,660          (7,660)    
      Other liabilities  7,347  75,247  855  1,907  1,808  75,951  (1,907) 161,208 
      Other liabilities—intercompany  9,172  10,213  232  833  332  (19,949) (833)  
                        
      Total liabilities $228,445 $546,246 $139,622 $52,036 $67,987 $812,148 $(52,036)$1,794,448 
                        
      Citigroup stockholders' equity  141,630  7,819  3,698  5,404  5,313  132,594  (154,828) 141,630 
      Noncontrolling interest    475        1,917    2,392 
                        
      Total equity $141,630 $8,294 $3,698 $5,404 $5,313 $134,511 $(154,828)$144,022 
                        
      Total liabilities and equity $370,075 $554,540 $$143,320 $57,440 $73,300 $946,659 $(206,864)$1,938,470 
                        

       
       December 31, 2009 
      In millions of dollars
       Citigroup
      parent
      company
       CGMHI CFI CCC Associates Other
      Citigroup
      subsidiaries
      and
      eliminations
       Consolidating
      adjustments
       Citigroup
      consolidated
       

      Assets

                               

      Cash and due from banks

       $ $1,801 $ $198 $297 $23,374 $(198)$25,472 

      Cash and due from banks—intercompany

        5  3,146  1  145  168  (3,320) (145)  

      Federal funds sold and resale agreements

          199,760        22,262    222,022 

      Federal funds sold and resale agreements—intercompany

          20,626        (20,626)    

      Trading account assets

        26  140,777  71    17  201,882    342,773 

      Trading account assets—intercompany

        196  6,812  788      (7,796)    

      Investments

        13,318  237    2,293  2,506  290,058  (2,293) 306,119 

      Loans, net of unearned income

          248    42,739  48,821  542,435  (42,739) 591,504 

      Loans, net of unearned income—intercompany

            129,317  3,387  7,261  (136,578) (3,387)  

      Allowance for loan losses

          (83)   (3,680) (4,056) (31,894) 3,680  (36,033)
                        

      Total loans, net

       $ $165 $129,317 $42,446 $52,026 $373,963 $(42,446)$555,471 

      Advances to subsidiaries

        144,497          (144,497)    

      Investments in subsidiaries

        210,895            (210,895)  

      Other assets

        14,196  69,907  1,186  6,440  7,317  312,183  (6,440) 404,789 

      Other assets—intercompany

        10,412  38,047  3,168  47  1,383  (53,010) (47)  
                        

      Total assets

       $393,545 $481,278 $134,531 $51,569 $63,714 $994,473 $(262,464)$1,856,646 
                        

      Liabilities and equity

                               

      Deposits

       $ $ $ $ $ $835,903 $ $835,903 

      Federal funds purchased and securities loaned or sold

          124,522        29,759    154,281 

      Federal funds purchased and securities loaned or sold—intercompany

        185  18,721        (18,906)    

      Trading account liabilities

          82,905  115      54,492    137,512 

      Trading account liabilities—intercompany

        198  7,495  1,082      (8,775)    

      Short-term borrowings

        1,177  4,593  10,136    379  52,594    68,879 

      Short-term borrowings—intercompany

          69,306  62,336  3,304  33,818  (165,460) (3,304)  

      Long-term debt

        197,804  13,422  55,499  2,893  7,542  89,752  (2,893) 364,019 

      Long-term debt—intercompany

        367  62,050  1,039  37,600  14,278  (77,734) (37,600)  

      Advances from subsidiaries

        30,275          (30,275)    

      Other liabilities

        5,985  70,477  585  1,772  1,742  62,290  (1,772) 141,079 

      Other liabilities—intercompany

        4,854  7,911  198  1,080  386  (13,349) (1,080)  
                        

      Total liabilities

       $240,845 $461,402 $130,990 $46,649 $58,145 $810,291 $(46,649)$1,701,673 
                        

      Citigroup stockholders' equity

        152,700  19,448  3,541  4,920  5,569  182,337  (215,815) 152,700 

      Noncontrolling interest

          428        1,845    2,273 
                        

      Total equity

       $152,700 $19,876 $3,541 $4,920 $5,569 $184,182 $(215,815)$154,973 
                        

      Total liabilities and equity

       $393,545 $481,278 $134,531 $51,569 $63,714 $994,473 $(262,464)$1,856,646 
                        

      Table of Contents

      CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
      Condensed Consolidating Statements of Cash Flows

       
       Three Months Ended March 31, 2009 
      In millions of dollars Citigroup parent company CGMHI CFI CCC Associates Other
      Citigroup
      subsidiaries
      and
      eliminations
       Consolidating
      adjustments
       Citigroup
      Consolidated
       
      Net cash provided by (used in) operating activities $(17,530)$15,551 $1,623 $981 $826 $(8,796)$(981)$(8,326)
                        
      Cash flows from investing activities                         
      Change in loans $ $ $(2,468)$817 $1,053 $(30,584)$(817)$(31,999)
      Proceeds from sales and securitizations of loans    97        60,232    60,329 
      Purchases of investments  (9,590) (13)   (195) (211) (48,322) 195  (58,136)
      Proceeds from sales of investments  6,892      34  42  20,840  (34) 27,774 
      Proceeds from maturities of investments  17,159      122  165  15,604  (122) 32,928 
      Changes in investments and advances—intercompany  7,526      (1,719) 1,858  (9,384) 1,719   
      Business acquisitions                 
      Other investing activities    3,312        8,266    11,578 
                        
      Net cash (used in) provided by investing activities $21,987 $3,396 $(2,468)$(941)$2,907 $16,652 $941 $42,474 
                        
      Cash flows from financing activities                         
      Dividends paid $(1,074)$ $ $ $ $ $ $(1,074)
      Dividends paid-intercompany  (56)         56     
      Issuance of common stock                 
      Issuance of preferred stock                 
      Treasury stock acquired  (1)             (1)
      Proceeds/(Repayments) from issuance of long-term debt—third-party, net  1,791  (1,428) 4,047  (90) (642) (12,425) 90  (8,657)
      Proceeds/(Repayments) from issuance of long-term debt-intercompany, net    (18,200)   (960) (1) 18,201  960   
      Change in deposits            (11,489)   (11,489)
      Net change in short-term borrowings and other investment banking and brokerage borrowings—third-party    (2,656) (126)   51  (7,571)   (10,302)
      Net change in short-term borrowings and other advances—intercompany  (5,028) 2,943  (3,076) 994  (3,195) 8,356  (994)  
      Capital contributions from parent                 
      Other financing activities  (88)             (88)
                        
      Net cash provided by (used in) financing activities $(4,456)$(19,341)$845 $(56)$(3,787)$(4,872)$56 $(31,611)
                        
      Effect of exchange rate changes on cash and due from banks $ $ $ $ $ $(756)$ $(756)
                        
      Net cash used in discontinued operations $ $ $ $ $ $29 $ $29 
                        
      Net increase (decrease) in cash and due from banks $1 $(394)$ $(16)$(54)$2,257 $16 $1,810 
      Cash and due from banks at beginning of period  13  4,557  1  290  396  24,286  (290) 29,253 
                        
      Cash and due from banks at end of period $14 $4,163 $1 $274 $342 $26,543 $(274)$31,063 
                        
      Supplemental disclosure of cash flow information                         
      Cash paid during the year for:                         
      Income taxes $(27)$ $148 $53 $94 $896 $(53)$1,111 
      Interest  2,237  3,314  813  763  185  1,813  (763) 8,362 
      Non-cash investing activities:                         
      Transfers to repossessed assets $ $ $ $367 $380 $263 $(367)$643 
                        

       
       Three Months Ended March 31, 2010 
      In millions of dollars Citigroup
      parent
      company
       CGMHI CFI CCC Associates Other
      Citigroup
      subsidiaries
      and
      eliminations
       Consolidating
      adjustments
       Citigroup
      Consolidated
       

      Net cash (used in) provided by operating activities

       $(4,305)$12,468 $394 $658 $1,033 $25,828 $(658)$35,418 
                        

      Cash flows from investing activities

                               

      Change in loans

       $ $6 $10,024 $1,038 $1,178 $14,328 $(1,038)$25,536 

      Proceeds from sales and securitizations of loans

          1        1,251    1,252 

      Purchases of investments

        (1,176)     (220) (226) (94,102) 220  (95,504)

      Proceeds from sales of investments

        155      68  142  32,665  (68) 32,962 

      Proceeds from maturities of investments

        3,091      70  75  42,738  (70) 45,904 

      Changes in investments and advances—intercompany

        12,690      50  134  (12,824) (50)  

      Business acquisitions

                       

      Other investing activities

          1,549        2,699    4,248 
                        

      Net cash provided by (used in) investing activities

       $14,760 $1,556 $10,024 $1,006 $1,303 $(13,245)$(1,006)$14,398 
                        

      Cash flows from financing activities

                               

      Dividends paid

       $ $ $ $ $ $ $ $ 

      Dividends paid—intercompany

          (1,328)       1,328     

      Issuance of common stock

        1          (1)    

      Issuance of preferred stock

                       

      Treasury stock acquired

        (1)             (1)

      Proceeds/(Repayments) from issuance of long-term debt—third-party, net

        (2,713) (384) (432) (257) (846) (4,976) 257  (9,351)

      Proceeds/(Repayments) from issuance of long-term debt—intercompany, net

          (4,795)   (2,813) (1,333) 6,128  2,813   

      Change in deposits

                  (7,989)   (7,989)

      Net change in short-term borrowings and other investment banking and brokerage borrowings—third-party

        11  (427) 1,706  1,314  235  (35,410) (1,314) (33,885)

      Net change in short-term borrowings and other advances—intercompany

        (9,501) (6,323) (11,692)   (455) 27,971     

      Capital contributions from parent

                       

      Other financing activities

        1,748          1    1,749 
                        

      Net cash used in financing activities

       $(10,455)$(13,257)$(10,418)$(1,756)$(2,399)$(12,948)$1,756 $(49,477)
                        

      Effect of exchange rate changes on cash and due from banks

       $ $ $ $ $ $(185)$ $(185)
                        

      Net cash used in discontinued operations

       $ $ $ $ $ $52 $ $52 
                        

      Net increase (decrease) in cash and due from banks

       $ $767 $ $(92)$(63)$(498)$92 $206 

      Cash and due from banks at beginning of period

        5  4,947  1  343  464  20,055  (343) 25,472 
                        

      Cash and due from banks at end of period

       $5 $5,714 $1 $251 $401 $19,557 $(251)$25,678 
                        

      Supplemental disclosure of cash flow information

                               

      Cash paid during the year for:

                               

      Income taxes

       $75 $55 $17 $10 $(18)$1,677 $(14)$1,802 

      Interest

        2,262  1,366  419  826  386  1,278  (826) 5,711 

      Non-cash investing activities:

                               

      Transfers to repossessed assets

       $ $ $ $378 $393 $276 $(378)$669 
                        

      Table of Contents

      CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWSCondensed Consolidating Statements of Cash Flows

       
       Three Months Ended March 31, 2008 
      In millions of dollars Citigroup parent company CGMHI CFI CCC Associates Other
      Citigroup
      subsidiaries
      and
      eliminations
       Consolidating
      adjustments
       Citigroup
      Consolidated
       
      Net cash provided by (used in) operating activities $5,962 $28,583 $(26)$987 $593 $(33,361)$(987)$1,751 
                        
      Cash flows from investing activities                         
      Change in loans $ $54 $(14,069)$(1,288)$(1,239)$(68,019)$1,288 $(83,273)
      Proceeds from sales and securitizations of loans    19        67,506    67,525 
      Purchases of investments  (47,741) (75)   (207) (322) (44,359) 207  (92,497)
      Proceeds from sales of investments  8,565      65  162  30,844  (65) 39,571 
      Proceeds from maturities of investments  35,988      90  98  22,763  (90) 58,849 
      Changes in investments and advances—intercompany  (16,236)     (1,978) 514  15,722  1,978   
      Business acquisitions                 
      Other investing activities    (20,058)       16,527    (3,531)
                        
      Net cash (used in) provided by investing activities $(19,424)$(20,060)$(14,069)$(3,318)$(787)$40,984 $3,318 $(13,356)
                        
      Cash flows from financing activities                         
      Dividends paid $(1,759)$ $ $ $ $ $ $(1,759)
      Dividends paid-intercompany    (27)       27     
      Issuance of common stock  46              46 
      Issuance of preferred stock  19,384              19,384 
      Treasury stock acquired  (6)             (6)
      Proceeds/(Repayments) from issuance of long-term debt—third-party, net  2,755  (5,989) 1,318  (456) (1,132) (4,554) 456  (7,602)
      Proceeds/(Repayments) from issuance of long-term debt-intercompany, net    4,190    50  (1,036) (3,154) (50)  
      Change in deposits            4,978    4,978 
      Net change in short-term borrowings and other investment banking and brokerage borrowings—third-party  (4,213) 1,866  2,726    6  (11,074)   (10,689)
      Net change in short-term borrowings and other advances—intercompany  (2,457) (9,385) 10,053  2,764  2,391  (602) (2,764)  
      Capital contributions from parent                 
      Other financing activities  (286)   1      (1)   (286)
                        
      Net cash provided by (used in) financing activities $13,464 $(9,345)$14,098 $2,358 $229 $(14,380)$(2,358)$4,066 
                        
      Effect of exchange rate changes on cash and due from banks $ $ $ $ $ $335 $ $335 
                        
      Net cash used in discontinued operations $ $ $ $ $ $(165)$ $(165)
                        
      Net increase (decrease) in cash and due from banks $2 $(822)$3 $27 $35 $(6,587)$(27)$(7,369)
      Cash and due from banks at beginning of period  19  5,297  2  321  440  32,448  (321) 38,206 
                        
      Cash and due from banks at end of period $21 $4,475 $5 $348 $475 $25,861 $(348)$30,837 
                        
      Supplemental disclosure of cash flow information                         
      Cash paid during the year for:                         
      Income taxes $1,033 $(1,976)$91 $36 $16 $695 $(36)$(141)
      Interest  2,458  6,143  1,119  682  93  7,307  (682) 17,120 
      Non-cash investing activities:                         
      Transfers to repossessed assets $ $ $ $380 $394 $372 $(380)$766 
                        

       
       Three Months Ended March 31, 2009 
      In millions of dollars Citigroup
      parent
      company
       CGMHI CFI CCC Associates Other
      Citigroup
      subsidiaries
      and
      eliminations
       Consolidating
      adjustments
       Citigroup
      Consolidated
       

      Net cash provided by (used in) operating activities

       $(7,277)$15,551 $1,623 $981 $826 $(19,104)$(981)$(8,381)
                        

      Cash flows from investing activities

                               

      Change in loans

       $ $ $(2,468)$817 $1,053 $(30,584)$(817)$(31,999)

      Proceeds from sales and securitizations of loans

          97        60,232    60,329 

      Purchases of investments

        (9,590) (13)   (195) (211) (48,322) 195  (58,136)

      Proceeds from sales of investments

        6,892      34  42  20,840  (34) 27,774 

      Proceeds from maturities of investments

        17,159      122  165  15,604  (122) 32,928 

      Changes in investments and advances—intercompany

        (2,727)     (1,719) 1,858  869  1,719   

      Business acquisitions

                       

      Other investing activities

          3,312        8,266    11,578 
                        

      Net cash (used in) provided by investing activities

       $11,734 $3,396 $(2,468)$(941)$2,907 $26,905 $941 $42,474 
                        

      Cash flows from financing activities

                               

      Dividends paid

       $(1,074)$ $ $ $ $ $ $(1,074)

      Dividends paid—intercompany

        (56)         56     

      Issuance of common stock

                       

      Issuance of preferred stock

                       

      Treasury stock acquired

        (1)             (1)

      Proceeds/(Repayments) from issuance of long-term debt—third-party, net

        1,791  (1,428) 4,047  (90) (642) (12,425) 90  (8,657)

      Proceeds/(Repayments) from issuance of long-term debt—intercompany, net

          (18,200)   (960) (1) 18,201  960   

      Change in deposits

                  (11,489)   (11,489)

      Net change in short-term borrowings and other investment banking and brokerage borrowings—third-party

          (2,656) (126)   51  (7,571)   (10,302)

      Net change in short-term borrowings and other advances—intercompany

        (5,028) 2,943  (3,076) 994  (3,195) 8,356  (994)  

      Capital contributions from parent

                       

      Other financing activities

        (88)             (88)
                        

      Net cash provided by (used in) financing activities

       $(4,456)$(19,341)$845 $(56)$(3,787)$(4,872)$56 $(31,611)
                        

      Effect of exchange rate changes on cash and due from banks

       $ $ $ $ $ $(756)$ $(756)
                        

      Net cash used in discontinued operations

       $ $ $ $ $ $84 $ $84 
                        

      Net increase (decrease) in cash and due from banks

       $1 $(394)$ $(16)$(54)$2,257 $16 $1,810 

      Cash and due from banks at beginning of period

        13  4,557  1  290  396  24,286  (290) 29,253 
                        

      Cash and due from banks at end of period

       $14 $4,163 $1 $274 $342 $26,543 $(274)$31,063 
                        

      Supplemental disclosure of cash flow information

                               

      Cash paid during the year for:

                               

      Income taxes

       $(27)$ $148 $53 $94 $896 $(53)$1,111 

      Interest

        2,237  3,314  813  763  185  1,813  (763) 8,362 

      Non-cash investing activities:

                               

      Transfers to repossessed assets

       $ $ $ $367 $380 $263 $(367)$643 
                        

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      PART II. OTHER INFORMATION

      Item 1.    Legal Proceedings

              The following information supplements and amends our discussion set forth under Part I, Item 3 "Legal Proceedings" in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008.2009.

      Enron

              In April 2009, the parties in DK ACQUISITION PARTNERS, L.P., ET AL. v. J.P. MORGAN CHASE & CO., ET AL., AVENUE CAPITAL MANAGEMENT II, L.P., ET AL. v. J.P. MORGAN CHASE & CO., ET AL., and UNICREDITO ITALIANO SpA, ET AL. v. J.P. MORGAN CHASE BANK, ET AL., reached agreements in principle to settle these actions. The three actions, which were commenced separately but were consolidated and pending trial, were brought against Citigroup and its affiliates, and JPMorgan Chase and its affiliates, in their capacity as co-agents on certain Enron revolving credit facilities.

      Research

              Metromedia Fiber Network.    On February 27, 2009, the United States District Court for the Southern District of New York approved the class action settlement, and entered a final judgment dismissing the action with prejudice.

      Subprime-Mortgage-RelatedCredit-Crisis-Related Litigation and Other Matters

              Citigroup and its affiliates continue to defend lawsuits and arbitrations asserting claims for damages and related relief for losses arising from the global financial credit and subprime-mortgage crisis that began in 2007. Certain of these actions have been resolved, through either settlements or court proceedings.

              In addition, Citigroup continues to cooperate fully in response to subpoenas and requests for information from the Securities and Exchange Commission and other government agencies in connection with various formal and informal inquiries concerning Citigroup's subprime mortgage-related conduct and business activities. Citigroup is involved in discussions with certain of its regulators to resolve certain of these matters.

              In accordance with ASC 450 (formerly SFAS 5), Citigroup establishes accruals for all litigation and regulatory matters, including matters related to the credit crisis, when those matters present loss contingencies that both are probable and can reasonably be estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The actual costs of resolving those matters may be substantially higher or lower than the amounts accrued for those matters.

              Securities Actions.Lehman Structured Notes Matters    On February 20, 2009, plaintiffs in IN RE CITIGROUP INC. SECURITIES LITIGATION, filed an amended consolidated class action complaint. On March 13, 2009, defendants filed motions

              In Spain, Citigroup has made a settlement offer to dismissall eligible purchasers of notes distributed by Citigroup. A significant majority of the complaints in IN RE CITIGROUP INC. SECURITIES LITIGATION and IN RE CITIGROUP INC. BOND LITIGATION.eligible purchasers have accepted this offer.

      Bruno's Litigation

              On March 13 and 16, 2009, two cases were filed in24, 2010, pursuant to the United States District Court for the Southern District of New York alleging violations of the Securities Act of 1933—BUCKINGHAM v. CITIGROUP INC., ET AL. and CHEN v. CITIGROUP INC., ET AL. and were later designated as related to IN RE CITIGROUP INC. BOND LITIGATION. On April 9, 2009, another case asserting violations of the Securities Act of 1933—PELLEGRINI v. CITIGROUP INC., ET AL.—was filed in the United Stated District Court for the Southern District of New Yorksettlement agreement between plaintiffs and the parties have jointly requested thatCitigroup subsidiaries and affiliates ("Citigroup Defendants"), the PELLEGRINI action be designated as related to IN RE CITIGROUP INC. SECURITIES LITIGATIONAlabama state court entered an Order of Final Judgment and IN RE CITIGROUP INC. BOND LITIGATION.

              On March 20, 2009, an action was filed in the United States District Court for the Southern District of New York alleging violations of the Securities Exchange Act of 1934Dismissal and related claims in connection with the marketing of certain CDO securities—EPIRUS CAPITAL MANAGEMENT, LLC, ET AL. v. CITIGROUP INC., ET AL. On April 24, 2009, defendants requested that the case be designated as related to IN RE CITIGROUP INC. SECURITIES LITIGATION.

              On March 23, 2009, a case was filed in the United States District Court for the Southern District of California alleging violations of both the Securities Act of 1933 and the Securities Exchange Act of 1934—BRECHER v. CITIGROUP INC., ET AL. On April 16, 2009, Citigroup filed a motion before the Judicial Panel on Multidistrict Litigation for transfer of the BRECHER action to the Southern District of New York for coordinated pre-trial proceedings with IN RE CITIGROUP INC. SECURITIES LITIGATION and IN RE CITIGROUP INC. BOND LITIGATION.

              Derivative Actions.    On February 24, 2009, the Delaware Court of Chancery granted in substantial part defendants' motion to dismiss the complaint in IN RE CITIGROUP INC. SHAREHOLDER DERIVATIVE LITIGATION. The court dismissed all but one claim for failure to make a pre-suit demand onbar order, dismissing the Citigroup Board of Directors or to plead demand futility. The sole surviving claim is for alleged waste in connectionDefendants from the Bruno's Actions with the November 4, 2007 letter agreement with Charles Prince, Citigroup's former Chief Executive Officer. Discovery is ongoing.prejudice.


              Other Matters. Underwriting Actions.    On March 20, 2009, four separately filed actions were consolidated by the United States District Court for the Southern District of New York under the caption IN RE AMERICAN INTERNATIONAL GROUP, INC. SECURITIES LITIGATION.

              Discrimination in Lending Actions.    Two putative class actions have been filed alleging claims of racial discrimination in mortgage lending under the Equal Credit Opportunity Act, the Fair Housing Act, and/or the Civil Rights Act. The first action, PUELLO, ET AL. v. CITIFINANCIAL SERVICES, INC., ET AL., was filed against Citigroup and its affiliates in the United States District Court for the District of Massachusetts. The second action, NAACP v. AMERIQUEST MORTGAGE CO., ET AL., was filed against one of Citigroup's affiliates in the United States District Court for the Central District of California. In each action, defendants' motions to dismiss have been denied.

              Public Nuisance and Related Actions.    On February 12, 2009, BREWTONv. DEUTSCHE BANK TRUST CO., ET AL. was dismissed with prejudice due to plaintiff's lack of standing.

              On January 7, 2009, the court held a hearing on the motion to sever filed by CitiFinancial, Inc. and CitiMortgage, Inc.Payments required in CITY OF CLEVELAND v. J.P. MORGAN CHASE BANK, N.A., ET AL.

              Governmental and Regulatory Matters.    Citigroup and certain of its affiliates are subject to formal and informal investigations, as well as subpoenas and/or requests for information, from various governmental and self-regulatory agencies relating to subprime mortgage—related activities. Citigroup and its affiliates are cooperating fully and are engaged in discussions on these matters.

      Auction Rate Securities-Related Litigation and Other Matters

              Securities Actions.    Beginning in March 2008, Citigroup, its affiliates and certain current and former officers, directors, and employees, have been named as defendants in several individual and putative class action lawsuits related to Auction Rate Securities (ARS). The putative securities class actions have been consolidated in the United States District Court for


      Table of Contents

      the Southern District of New York as IN RE CITIGROUP INC. AUCTION RATE SECURITIES LITIGATION. Several individual ARS actions also have been filed in state and federal courts, asserting, among other things, violations of federal and state securities laws. Citigroup has moved the Judicial Panel on Multidistrict Litigation to transfer all of the individual ARS actions pending in federal court to the Southern District of New York for consolidation or coordination with IN RE CITIGROUP INC. AUCTION RATE SECURITIES LITIGATION.

              Antitrust Actions.    On January 15, 2009, defendants filed motions to dismiss the complaints in MAYOR & CITY COUNCIL OF BALTIMORE, MARYLAND v. CITIGROUP INC., ET AL. and RUSSELL MAYFIELD, ET AL. v. CITIGROUP INC., ET AL.

      Falcon and ASTA/MAT-Related Litigation and Other Matters

              In re MAT Five Securities Litigation.    On December 4, 2008, defendants filed a motion in the United States District Court for the Southern District of New York to dismiss the complaint in this consolidated action brought by investors in MAT Five LLC. On February 2, 2009, lead plaintiffs informed the court they intended to dismiss voluntarily this action in light of the settlement in MARIE RAYMOND REVOCABLE TRUST, ET AL. v. MAT FIVE LLC, ET AL. in the Delaware Chancery Court, which is currently being appealed. On April 16, 2009, lead plaintiffs requested that the action be stayed pending the outcome of the appeal in the Delaware case.

              Puglisi v. Citigroup Alternative Investments LLC, et al.    On January 9, 2009, plaintiff filed a motion to remand this action, previously consolidated with IN RE MAT FIVE SECURITIES LITIGATION, to New York Supreme Court, after defendants had removed it to the United States District Court for the Southern District of New York.

              Goodwill v. MAT Five LLC, et al.    A settlement of this action was approved by the United States District Court for the Southern District of New York, and this action was dismissed on March 12, 2009.

              Marie Raymond Revocable Trust, et al. v. MAT Five LLC, et al.    An appeal from the Delaware Chancery Court's judgment approving the settlement was filed by objectors on January 14, 2009.

              ECA Acquisitions, Inc. et al. v. MAT Three LLC, et al.    Defendants removed this putative class action, filed by investors in MAT One LLC, MAT Two LLC, and MAT Three LLC, to the United States District Court for the Southern District of New York on January 21, 2009. Plaintiffs' motion for remand, filed on February 27, 2009, is currently pending.

              Hahn, et al. v. Citigroup Inc., et al.    On February 3, 2009, investors in MAT Five LLC filed this action against Citigroup and related entities in New York Supreme Court. On April 9, 2009, defendants moved in the Delaware Chancery Court for an order enforcing the MARIE RAYMOND REVOCABLE TRUST settlement and enjoining plaintiffs from pursuing this action in New York Supreme Court. On April 15, 2009, defendants filed a motion in New York Supreme Court to dismiss this action.

              Governmental and Regulatory Matters.    Citigroup and certain of its affiliates are also subject to investigations, subpoenas and/or requests for information from various governmental and self-regulatory agencies relating to the marketing and management of the Falcon and ASTA/MAT funds. Citigroup and its affiliates are cooperating fully on these matters.

      Adelphia Communications Corporation

              On December 3, 2008, the Second Circuit Court of Appeals ruled that plaintiff in W.R. HUFF ASSET MANAGEMENT CO., LLC v. DELOITTE & TOUCHE LLP, ET AL. lacked standing to sue. On January 6, 2009, the United States District Court for the Southern District of New York dismissed the action. On April 20, 2009, the United States Supreme Court denied plaintiff's petition for a writ of certiorari.

      Other Matters

              Pension Plan Litigation.    On March 20, 2009, the Second Circuit Court of Appeals heard oral argument on defendants' appeal and plaintiffs' cross-appeal.

              Japan Regulatory Matters.    Beginning in late 2008, certain Citigroup affiliates received requests for information from Japanese regulators relating to the accuracy of their large shareholding reporting in Japan. Citigroup and its affiliates are cooperating fully with such requests.

              Lehman Brothers—Structured Notes.    Certain Citigroup subsidiaries served as a distributor of notes issued and guaranteed by Lehman Brothers to retail customers outside the United States. Following the bankruptcy of Lehman Brothers, numerous retail customers have filed, and threatened to file, claims for the loss in value of those investments. In addition, a Public Prosecutor in Belgium has begun a criminal investigation. The Company is cooperating fully with the Belgian Public Prosecutor as well as with various other regulatory authorities outside the United States who continue to show an interest in the Company's role in the distribution of Lehman notes. In March 2009, the Ministry of Development in Greece imposed a $1.3 million fine for alleged violations of the Greek Consumer Protection Act, which the Company intends to appeal.

      Settlement Payments

              Any payments required by Citigroup or its affiliates in connection with the settlement agreements described above either have been made or are covered by existing litigation reserves.accruals. Additional lawsuits containing claims similar to those described above may be filed in the future.


      Table of Contents

      Item 1A.    Risk Factors

              There are no material changes fromFor a discussion of the risk factors set forth underaffecting Citigroup, see "Risk Factors" in Part I, Item 1A. "Risk Factors" in our1A of Citi's Annual Report on Form 10-K for the fiscal year ended December 31, 2008.2009.


      Table of Contents


      Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

      Unregistered Sales of Equity Securities and Use of Proceeds

              None.

      (c)    Share Repurchases

              Under its long-standing repurchase program, the Company buysCitigroup may buy back common shares in the market or otherwise from time to time. This program is used for many purposes, including to offsetoffsetting dilution from stock-based compensation programs.

              The following table summarizes the Company'sCitigroup's share repurchases during the first three months of 2009:2010:

      In millions, except per share amounts Total shares
      purchased(1)
       Average
      price paid
      per share
       Approximate
      dollar value
      of shares that
      may yet be
      purchased under
      the plans or programs
       
      January 2009          
       Open market repurchases(1)   $ $6,741 
       Employee transactions(2)  9.6  3.52  N/A 
      February 2009          
       Open market repurchases(1)  0.1 $3.23 $6,741 
       Employee transactions(2)  0.4  5.66  N/A 
      March 2009          
       Open market repurchases(1)  0.1 $2.52 $6,741 
       Employee transactions(2)  0.7  2.81  N/A 
              
      First quarter 2009          
       Open market repurchases(1)  0.2 $3.03 $6,741 
       Employee transactions(2)  10.7  3.56  N/A 
              
      Total first quarter 2009  10.9 $3.55 $6,741 
              

      In millions, except per share amounts Total shares
      purchased(1)
       Average
      price paid
      per share
       Approximate dollar
      value of shares that
      may yet be purchased
      under the plan or
      programs
       

      January 2010

                
       

      Open market repurchases(1)

         $ $6,739 
       

      Employee transactions(2)

        10.8  3.50  N/A 

      February 2010

                
       

      Open market repurchases(1)

         $ $6,739 
       

      Employee transactions(2)

            N/A 

      March 2010

                
       

      Open market repurchases(1)

         $ $6,739 
       

      Employee transactions(2)

        1.7  3.97  N/A 
              

      First quarter 2010

                
       

      Open market repurchases(1)

         $ $6,739 
       

      Employee transactions(2)

        12.5  3.57  N/A 
              

      Total first quarter 2010

        12.5 $3.57 $6,739 
              

      (1)
      All openOpen market repurchases werewould be transacted under an existing authorized share repurchase plan. On April 17, 2006,Since 2000, the Board of Directors has authorized up to an additional $10 billion in share repurchases. Shares repurchasedthe repurchase of shares in the first quarteraggregate amount of 2009 relate to customer fails/errors.$40 billion under Citi's existing share repurchase plan.

      (2)
      Consists of shares added to treasury stock related to activity on employee stock option program exercises, where the employee delivers existing shares to cover the option exercise, or under the Company'sCiti's employee restricted or deferred stock program, where shares are withheld to satisfy tax requirements.

      N/A Not applicable.applicable

              In accordance withGenerally, for so long as the various U.S. government programsholds any Citigroup common stock or agreements to which the Company is party, the Companytrust preferred securities, Citigroup has agreed not to pay a quarterly common stock dividend exceeding $0.01 per share per quarter for three years (beginning in 2009),acquire, repurchase or redeem any Citigroup equity or trust preferred securities, other than pursuant to repurchaseadministrating its common stock (subject to certain limited exceptions), withoutemployee benefit plans or other customary exceptions, or with the consent of the U.S. Treasury. Citi intends to continue to pay full dividends on its outstanding preferred stock through and until the closing of the public exchange offers, at which point the dividends will be suspended. Citi does not intend to pay common stock dividends during this period and for so long as the preferred stock dividends are suspended.government.


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      Item 4. Submission of Matters to a Vote of Security Holders

              Citigroup's Annual Meeting of Stockholders was held on April 21, 2009. At the meeting:

      (1)
      14 persons were elected to serve as directors of Citigroup;

      (2)
      the selection of KPMG LLP to serve as the independent registered public accounting firm of Citigroup for 2009 was ratified;

      (3)
      the Citigroup 2009 Stock Incentive Plan was approved;

      (4)
      Citigroup's 2008 Executive Compensation was approved;

      (5)
      a stockholder proposal requesting a report on prior governmental service of certain individuals was defeated;

      (6)
      a stockholder proposal requesting a report on political contributions was defeated;

      (7)
      a stockholder proposal requesting a report on predatory credit card practices was defeated;

      (8)
      a stockholder proposal requesting that two candidates be nominated for each board position was defeated;

      (9)
      a stockholder proposal requesting a report on the Carbon Principles was defeated;

      (10)
      a stockholder proposal requesting that executive officers retain 75% of the shares acquired through compensation plans for two years following termination of employment was defeated;

      (11)
      a stockholder proposal requesting additional disclosure regarding Citigroup's compensation consultants was defeated;

      (12)
      a stockholder proposal requesting that stockholders holding at least 10% of Citigroup's outstanding common stock have the right to call special shareholder meetings was defeated; and

      (13)
      a stockholder proposal requesting cumulative voting was defeated.

              Set forth below, with respect to each such matter, are the number of votes cast for or against, and where applicable, the number of abstentions and the number of broker non-votes.

       
       FOR AGAINST ABSTAINED BROKER
      NON-VOTES
      (1) Election of Directors:          

      NOMINEE

       

       

       

       

       

       

       

       

       

       

      C. Michael Armstrong

       

       

      2,652,446,041

       

       

      1,116,831,414

       

      N/A

       

      N/A
      Alain J.P. Belda  3,022,486,697  904,215,624 N/A N/A
      John M. Deutch  2,763,632,744  1,082,994,711 N/A N/A
      Jerry A. Grundhofer  3,644,626,322  281,823,648 N/A N/A
      Andrew N. Liveris  3,324,738,608  518,759,237 N/A N/A
      Anne Mulcahy  2,971,366,829  878,616,981 N/A N/A
      Michael E. O'Neill  3,635,947,437  293,286,786 N/A N/A
      Vikram S. Pandit  3,589,130,584  342,950,642 N/A N/A
      Richard D. Parsons  3,250,927,915  517,709,078 N/A N/A
      Lawrence R. Ricciardi  3,610,264,074  318,141,540 N/A N/A
      Judith Rodin  3,321,205,768  526,914,875 N/A N/A
      Robert L. Ryan  3,595,912,438  330,821,814 N/A N/A
      Anthony M. Santomero  3,626,107,977  302,147,372 N/A N/A
      William S. Thompson, Jr.   3,640,847,453  290,582,223 N/A N/A

      (2) Ratification of Independent Registered Public Accounting Firm. 

       

       

      3,773,157,923

       

       

      167,307,553

       

      37,393,365

       

      N/A

      (3) Proposal to approve the Citigroup 2009 Stock Incentive Plan. 

       

       

      1,623,698,012

       

       

      617,074,829

       

      32,050,809

       

      1,732,444,835

      Table of Contents

       
       FOR AGAINST ABSTAINED BROKER
      NON-VOTES

      (4) Proposal to approve Citi's 2008 Executive Compensation. 

       

       

      3,287,458,436

       

       

      618,660,115

       

      71,739,578

       

      N/A

      (5) Stockholder Proposal
      Requesting a report on prior governmental service of certain individuals. 

       

       

      220,803,277

       

       

      1,977,720,383

       

      74,294,752

       

      1,732,450,073

      (6) Stockholder Proposal
      Requesting a report on political contributions. 

       

       

      586,173,849

       

       

      1,370,127,454

       

      316,517,105

       

      1,732,450,077

      (7) Stockholder Proposal
      Requesting a report on predatory credit card practices. 

       

       

      600,201,556

       

       

      1,513,330,891

       

      159,290,010

       

      1,732,446,028

      (8) Stockholder Proposal
      Requesting that two candidates be nominated for each board position. 

       

       

      200,880,442

       

       

      1,948,417,876

       

      123,521,877

       

      1,732,448,290

      (9) Stockholder Proposal
      Requesting a report on the Carbon Principles. 

       

       

      141,241,356

       

       

      1,783,956,465

       

      347,591,916

       

      1,732,478,748

      (10) Stockholder Proposal
      Requesting that executive officers retain 75% of the shares acquired through compensation plans for two years following termination of employment. 

       

       

      704,417,260

       

       

      1,538,534,342

       

      29,866,903

       

      1,732,449,980

      (11) Stockholder Proposal
      Requesting additional disclosure regarding Citi's compensation consultants. 

       

       

      1,029,895,487

       

       

      1,215,878,347

       

      27,045,018

       

      1,732,449,633

      (12) Stockholder Proposal
      Requesting that stockholders holding at least 10% of Citigroup's outstanding common stock have the right to call special shareholder meetings. 

       

       

      1,051,475,100

       

       

      1,186,034,929

       

      35,313,706

       

      1,732,444,749

      (13) Stockholder Proposal
      Requesting cumulative voting. 

       

       

      858,253,671

       

       

      1,370,976,659

       

      43,572,860

       

      1,732,465,295

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      Item 6.    Exhibits

              See Exhibit Index.


      Table of Contents


      SIGNATURES

              Pursuant to the requirements 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 8th7th day of May, 2009.2010.


       

       

      CITIGROUP INC.
          (Registrant)

       

       

      By

       

      /s/ EDWARD J. KELLY, IIIJOHN C. GERSPACH

      Edward J. Kelly, IIIJohn C. Gerspach
      Chief Financial Officer
      (Principal Financial Officer)

       

       

      By

       

      /s/ JOHN C. GERSPACHJEFFREY R. WALSH

      John C. GerspachJeffrey R. Walsh
      Controller and Chief Accounting Officer
      (Principal Accounting Officer)

      Table of Contents


      EXHIBIT INDEX

       3.01.12.01 Amended and Restated Certificate of Incorporation ofJoint Venture Contribution and Formation Agreement, dated May 29, 2009, by and among Citigroup Inc. (the Company), Morgan Stanley and Morgan Stanley Smith Barney Holdings LLC, incorporated by reference to Exhibit 4.0110.1 to the Company's Registration StatementCurrent Report on Form S-38-K filed December 15, 1998 (No. 333-68949)June 3, 2009 (File No. 1-9924).

       

      3.01.22.02

       

      Certificate of Designation of 5.321% Cumulative Preferred Stock, Series YY, of the Company,Share Purchase Agreement, dated May 1, 2009, by and among Nikko Citi Holdings Inc., Nikko Cordial Securities Inc., Nikko Citi Business Services Inc., Nikko Citigroup Limited, and Sumitomo Mitsui Banking Corporation, incorporated by reference to Exhibit 4.45 to Amendment No. 1 to the Company's Registration Statement on Form S-3 filed January 22, 1999 (No. 333-68949).


      3.01.3


      Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 18, 2000, incorporated by reference to Exhibit 3.01.32.02 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000June 30, 2009 (File No. 1-9924).

       

      3.01.42.03

       

      Certificate of Amendment to the Restated Certificate of Incorporation of the CompanyShare Purchase Agreement, dated April 17, 2001,July 11, 2008, by and between Citigroup Global Markets Finance Corporation & Co. Beschrankt Haftende KG, CM Akquisitions GmbH, and Banque Federative du Credit Mutuel S.A., incorporated by reference to Exhibit 3.01.42.01 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001September 30, 2008 (File No. 1-9924).

       

      3.01.53.01

       

      Restated Certificate of Designation of 6.767% Cumulative Preferred Stock, Series YYY,Incorporation of the Company, incorporated by reference to Exhibit 3.01.5 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (File No. 1-9924).


      3.01.6


      Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 18, 2006, incorporated by reference to Exhibit 3.01.63.01 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006 (File No. 1-9924).


      3.01.7


      Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series A1, of the Company, incorporated by reference to Exhibit 3.01 to the Company's Current Report on Form 8-K filed February 18,September 30, 2009 (File No. 1-9924).


      3.01.8


      Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series B1, of the Company, incorporated by reference to Exhibit 3.02 to the Company's Current Report on Form 8-K filed February 18, 2009 (File No. 1-9924).


      3.01.9


      Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series C1, of the Company, incorporated by reference to Exhibit 3.03 to the Company's Current Report on Form 8-K filed February 18, 2009 (File No. 1-9924).


      3.01.10


      Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series D1, of the Company, incorporated by reference to Exhibit 3.04 to the Company's Current Report on Form 8-K filed February 18, 2009 (File No. 1-9924).


      3.01.11


      Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series J1, of the Company, incorporated by reference to Exhibit 3.05 to the Company's Current Report on Form 8-K filed February 18, 2009 (File No. 1-9924).


      3.01.12


      Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series K1, of the Company, incorporated by reference to Exhibit 3.06 to the Company's Current Report on Form 8-K filed February 18, 2009 (File No. 1-9924).


      3.01.13


      Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series L2, of the Company, incorporated by reference to Exhibit 3.07 to the Company's Current Report on Form 8-K filed February 18, 2009 (File No. 1-9924).


      3.01.14


      Certificate of Designation of 7% Non-Cumulative Convertible Preferred Stock, Series N1, of the Company, incorporated by reference to Exhibit 3.08 to the Company's Current Report on Form 8-K filed February 18, 2009 (File No. 1-9924).


      3.01.15


      Certificate of Designation of 6.5% Non-Cumulative Convertible Preferred Stock, Series T, of the Company, incorporated by reference to Exhibit 3.09 to the Company's Current Report on Form 8-K filed January 25, 2008 (File No. 1-9924).


      3.01.16


      Certificate of Designation of 8.125% Non-Cumulative Preferred Stock, Series AA, of the Company, incorporated by reference to Exhibit 3.10 to the Company's Current Report on Form 8-K filed January 25, 2008 (File No. 1-9924).


      3.01.17


      Certificate of Designation of 8.40% Fixed Rate/Floating Rate Non-Cumulative Preferred Stock, Series E, of the Company, incorporated by reference to Exhibit 3.01 to the Company's Current Report on Form 8-K filed April 28, 2008 (File No. 1-9924).


      3.01.18


      Certificate of Designation of 8.50% Non-Cumulative Preferred Stock, Series F, of the Company, incorporated by reference to Exhibit 3.01 to the Company's Current Report on Form 8-K filed May 13, 2008 (File No. 1-9924).


      3.01.19


      Certificate of Designations of Fixed Rate Cumulative Perpetual Preferred Stock, Series H, of the Company, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed October 30, 2008 (File No. 1-9924).


      3.01.20


      Certificate of Designations of Fixed Rate Cumulative Perpetual Preferred Stock, Series I, of the Company, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed December 31, 2008 (File No. 1-9924).





      Table of Contents

      3.01.21Certificate of Designations of Fixed Rate Cumulative Perpetual Preferred Stock, Series G, of the Company, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed January 16, 2009 (File No. 1-9924).

       

      3.02

       

      By-Laws of the Company, as amended, effective October 16, 2007,December 15, 2009, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed October 19, 2007December 16, 2009 (File No. 1-9924).

       

      4.01

       

      Warrant, dated October 28, 2008, issued by the Company to the United States Department of the Treasury (the UST), incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed October 30, 2008 (File No. 1-9924).

       

      4.02

       

      Warrant, dated December 31, 2008, issued by the Company to the UST, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed December 31, 2008 (File No. 1-9924).

       

      4.03

       

      Warrant, dated January 15, 2009, issued by the Company to the UST, incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed January 16, 2009 (File No. 1-9924).

       

      10.014.04

       

      Amendment toTax Benefits Preservation Plan, dated June 9, 2009, between the Travelers Group Capital Accumulation Plan,Company and Computershare Trust Company, N.A., incorporated by reference to Exhibit 10.05.3 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (File No. 1-9924) (the Company's 2008 10-K).


      10.02


      Amendment to the Citigroup Employee Incentive Plan, incorporated by reference to Exhibit 10.08.2 to the Company's 2008 10-K.


      10.03


      Amendment to the Citicorp 1997 Stock Incentive Plan, incorporated by reference to Exhibit 10.11.3 to the Company's 2008 10-K.


      10.04


      Citigroup Deferred Cash Award Plan, incorporated by reference to Exhibit 99.34.1 to the Company's Current Report on Form 8-K filed January 21,June 10, 2009 (File No. 1-9924).

       

      10.054.05

       

      Citigroup 1999 Stock Incentive Plan (as amendedCapital Securities Guarantee Agreement, dated as of July 30, 2009, between the Company, as Guarantor, and restated effective January 1, 2009),The Bank of New York Mellon, as Guarantee Trustee, incorporated by reference to Exhibit 10.154.03 to the Company's 2008 10-K.Current Report on Form 8-K filed July 30, 2009 (File No. 1-9924).

       

      10.0610.01

       

      Citigroup 2009 Stock Incentive Plan,Equity Distribution Agreement, dated April 26, 2010, among the Company, the UST and Morgan Stanley & Co. Incorporated, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed April 22, 200926, 2010 (File No. 1-9924).

       

      10.0710.02

       

      Citigroup 2009 Deferred Cash Executive Retention AwardStock Incentive Plan (amended(as amended and restated as of January 1, 2009)effective April 20, 2010), incorporated by reference to Exhibit 10.324.1 to the Company's 2008 10-K.


      10.08


      Master Agreement, dated as of January 15, 2009, among the Company, certain affiliates of the Company named therein, the UST, the Federal Deposit Insurance Corporation (the FDIC) and the Federal Reserve Bank of New York, incorporated by reference to Exhibit 10.1 to the Company's Current ReportRegistration Statement on Form 8-KS-8 filed January 16, 2009 (File No. 1-9924)April 22, 2010 (No. 333-166242).

       

      10.0910.03

      +

      Letter Agreement, dated April 5, 2010, between the Company and Dr. Robert L. Joss.

       

      Securities Purchase Agreement,10.04

      +

      Contract of Employment, dated January 15, 2009, amongMarch 23, 2010, between the Company and Alberto Verme.


      10.05

      +

      Employment Letter, dated March 22, 2010, between the USTCompany and the FDIC, incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filedAlberto Verme.


      10.06

      +

      Citigroup Inc. Deferred Cash Award Plan (as Amended and Restated Effective as of January 16, 2009 (File No. 1-9924)1, 2010).

       

      10.10


      Joint Venture Contribution and Formation Agreement, dated as of January 13, 2009, by and between the Company and Morgan Stanley, incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed January 16, 2009 (File No. 1-9924).


      10.11


      Form of Citigroup Performance Stock Award Agreement, incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed January 21, 2009 (File No. 1-9924).


      10.12


      Form of Citigroup Executive Premium Price Option Agreement, incorporated by reference to Exhibit 99.2 to the Company's Current Report on Form 8-K filed January 21, 2009 (File No. 1-9924).


      10.1310.07

      +

      Letter of Understanding,Individual Employment Contract, dated April 22, 2008,November 8, 1971, between the CompanyBanco Nacional de Mexico, S.A. and Ajaypal Banga.Manuel Medina-Mora (English translation).

       

      12.01

      +

      Calculation of Ratio of Income to Fixed Charges.

       

      12.02



      Table of Contents

      12.02+
      Calculation of Ratio of Income to Fixed Charges (including preferred stock dividends).

       

      31.01

      +

      Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

       

      31.02

      +


      Table of Contents

      31.02+Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

       

      32.01

      +

      Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

       

      99.01101.01

      +

      Residual Value Obligation Certificate.Financial statements from the Quarterly Report on Form 10-Q of Citigroup Inc. for the quarter ended March 31, 2010, filed on May 7, 2010, formatted in XBRL: (i) the Consolidated Statement of Income, (ii) the Consolidated Balance Sheet, (iii) the Consolidated Statement of Changes in Equity, (iv) the Consolidated Statement of Cash Flows and (v) the Notes to Consolidated Financial Statements tagged as blocks of text.

      The total amount of securities authorized pursuant to any instrument defining rights of holders of long-term debt of the Company does not exceed 10% of the total assets of the Company and its consolidated subsidiaries. The Company will furnish copies of any such instrument to the Securities and Exchange Commission upon request.

      +
      Filed herewith