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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 June 30, 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 June 30, 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)

(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 ý    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 June 30, 2009: 5,507,716,974July 31, 2010: 28,973,528,780

Available on the Webweb at www.citigroup.com


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CITIGROUP INC.

SECOND QUARTER OF 2009—2010—FORM 10-Q

THE COMPANYOVERVIEW

 3

Citigroup Segments and RegionsCITIGROUP SEGMENTS AND REGIONS

 
4

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


5

EXECUTIVE SUMMARY


5

Overview of Results


5

SUMMARY OF SELECTED FINANCIAL DATA

 
5

MANAGEMENT'S DISCUSSION AND ANALYSIS

 
78

Management Summary

 
7

Events in 2009


8

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

 
1510
 

Citigroup Income (Loss)

 
1510
 

Citigroup Revenues

 
1611

CITICORP

 
1712

Regional Consumer Banking

 
1813
 

North America Regional Consumer Banking

 
1914
 

EMEA Regional Consumer Banking

 
2116
 

Latin America Regional Consumer Banking

 
2218
 

Asia Regional Consumer Banking

 
2320

Institutional Clients Group (ICG)

 
2422
 

Securities and Banking

 
2523
 

Transaction Services

 
2725

CITI HOLDINGS

 
2826
 

Brokerage and Asset Management

 
2927
 

Local Consumer Lending

 
3028
 

Special Asset Pool

 
3230

CORPORATE/OTHER

 
33

TARP AND OTHER REGULATORY PROGRAMSSEGMENT BALANCE SHEET

 
34

CAPITAL RESOURCES AND LIQUIDITY


35

Capital Resources


35

Funding and Liquidity


40

OFF-BALANCE-SHEET ARRANGEMENTS


43

MANAGING GLOBAL RISK

 
3844
 

Credit Risk


44

Loan and Credit Overview


44

Loans Outstanding


45

Details of Credit Loss Experience

 
3850
 

Non-PerformingNon-Accrual Assets

 
3951
 

U.S. Subprime-Related Direct Exposure in Citi HoldingsConsumer Loan Details

 
4156
 

U.S. Exposure to Commercial Real EstateConsumer Loan Delinquency Amounts and Ratios

 
4256
 

Direct Exposure to MonolinesConsumer Loan Net Credit Losses and Ratios

 
4357
 

Highly Leveraged Financing TransactionsConsumer Loan Modification Programs

 
4458

DERIVATIVESU.S. Consumer Mortgage Lending

 
4562

Market Risk Management ProcessCorporate Credit Portfolio

 
4971

Operational Risk Management Process

 
51

Country and Cross-BorderMarket Risk

 
5374

INTEREST REVENUE/EXPENSE AND YIELDSAverage Rates—Interest Revenue, Interest Expense, and Net Interest Margin

 
5476
 

Average Balances and Interest Rates—Assets

 
5577
 

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

 
5678
 

Analysis of Changes in Interest Revenue

 
6081
 

Analysis of Changes in Interest Expense and Net Interest Revenue

 
6082

Cross-Border Risk


84

CAPITAL RESOURCES AND LIQUIDITYDERIVATIVES

 
6285

Capital Resources

 
62

Common Equity


65

Funding


68

Liquidity


70

Off-Balance Sheet Arrangements


71

FAIR VALUATIONINCOME TAXES

 
7287

RECLASSIFICATION OF HELD-TO-MATURITY (HTM) SECURITIES TO AVAILABLE-FOR-SALE (AFS)


88

CONTRACTUAL OBLIGATIONS


88

CONTROLS AND PROCEDURES

 
7288

FORWARD-LOOKING STATEMENTS

 
7289

TABLE OF CONTENTS FOR FINANCIAL STATEMENTS AND NOTES

 
7390

CONSOLIDATED FINANCIAL STATEMENTS

 
7492

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 
80101

OTHER INFORMATION

 
179
 

Item 1. Legal Proceedings

 
179197
 

Item 1A. Risk Factors

 
181199
 

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

 
182200
 

Item 4. Submission of Matters to a Vote of Security Holders


183
 

Item 6. Exhibits

 
184201
 

Signatures

 
185202
 

Exhibit Index

 
186203

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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 100 countries.160 countries and jurisidictions.

        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 State of Delaware.

        The Company is a bank holding company within the meaning of the U.S. Bank Holding Company Act of 1956 registered with, and subject to examination by, the Board of Governors of the Federal Reserve System (FRB). Citibank, N.A. is a U.S. national bank subject to supervision and examination by the Office of the Comptroller of the Currency (OCC)business segments and the Federal Deposit Insurance Corporation (FDIC). Someproducts and services they provide, see "Citigroup Segments" below, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 3 to the Company's other subsidiaries are also subjectConsolidated Financial Statements.

        Throughout this report, "Citigroup" and "Citi" refer to supervisionCitigroup Inc. and examination by their respective federal and state authorities.its consolidated subsidiaries.

        This Quarterly Report on Form 10-Q should be read in conjunction with Citigroup's 2008 Annual Report on Form 10-K for the year ended December 31, 2009 (2009 Annual Report on Form 10-K), Citigroup's updated 2009 historical financial statements and notes filed on Form 8-K with the Securities and Exchange Commission (SEC) on June 25, 2010 and Citigroup's Quarterly Report on Form 10-Q for the quarter ended March 31, 2009. 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 to the Company's Current Report on Form 8-K, filed with the Securities and Exchange Commission (SEC) on July 17, 2009.

        The principal executive offices of the Company are located at 399 Park Avenue, New York, New York 10043, telephone number 212 559 1000.2010. Additional information about Citigroup is available on the Company's webcompany'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 SEC are available free of charge through the Company's webcompany's Web site by clicking on the "Investors" page and selecting "All SEC Filings." The SEC webSEC'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 126 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 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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As described above, Citigroup is 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

SECOND QUARTER 2010 EXECUTIVE SUMMARY

Overview of Results

        During the second quarter of 2010, Citigroup continued its focus on (i) building and maintaining its financial strength, including maintaining its capital, liquidity and continued expense discipline, (ii) winding down Citi Holdings as quickly as practicable in an economically rational manner, and (iii) its core assets and businesses in Citicorp.

        For the quarter, Citigroup reported net income of $2.7 billion, or $0.09 per diluted share. Second quarter 2010 results were down from the prior-year level of $4.3 billion, primarily due to the second quarter 2009 $6.7 billion after-tax ($11.1 billion pre-tax) gain on the sale of Smith Barney (SB) to the Morgan Stanley Smith Barney joint venture (MSSB JV). In addition, second quarter 2010 results reflected a difficult capital markets environment inSecurities and Banking and the impact of the U.K. bonus tax of approximately $400 million, partially offset by a stabilizing to improving credit environment and growth inAsia andLatin America Regional Consumer Banking andTransaction Services. Citicorp's net income was $3.8 billion; Citi Holdings had a net loss of $1.2 billion.

        Revenues of $22.1 billion decreased 33% from comparable year-ago levels primarily due to the 2009 gain on sale of SB.Brokerage and Asset Management, which reflected the absence of SB revenues in the current quarter (approximately $0.9 billion in the second quarter of 2009),Local Consumer Lending andSecurities and Banking also contributed to the decline in comparable revenues. Other core businesses showed continued strength, includingRegional Consumer Banking andTransaction Services with $8.0 billion and $2.5 billion in revenue, respectively.

Securities and Banking, which faced a challenging market environment during the second quarter of 2010, had revenues of $6.0 billion, a $0.7 billion decrease from the prior-year period. Lower fixed income and equity markets revenues reflected increasing investor uncertainty and volatility during the quarter, which reduced market-making opportunities. Fixed income markets revenues were $3.7 billion compared to $5.6 billion in the second quarter of 2009. Equity markets revenues were $652 million, compared to $1.1 billion in the prior-year quarter. Investment banking revenues declined 42% to $674 million, reflecting lower client market activities. Lending revenues were $522 million in the second quarter of 2010, compared with losses of $1.1 billion in the second quarter of 2009, primarily due to gains on credit default swap hedges, compared to losses in the prior-year quarter.

Regional Consumer Banking revenues were up $187 million from the prior-year quarter to $8.0 billion on a comparable basis, driven by growth in Asia and Latin America.

Transaction Services revenues were up from year-ago levels by 1%, to $2.5 billion, also driven by Asia and Latin America.

Local Consumer Lending revenues of $4.2 billion in the second quarter of 2010 were down 15% on a comparable basis from a year ago, driven by the addition of $347 million of mortgage repurchase reserves related to North America residential real estate, lower volumes, and the deconsolidation of Primerica, Inc. (Primerica) from Citigroup, which completed its initial public offering and other equity transactions during the quarter.

        Revenues in theSpecial Asset Pool increased to $572 million in the second quarter of 2010, from negative $376 million in the prior year, largely driven by positive net revenue marks of $1.0 billion in the second quarter of 2010 versus $470 million in the same quarter of 2009. The growth in revenues was also driven by the absence of losses related to hedges of various asset positions recorded in the prior-year period.

Net interest revenue increased 9% from the second quarter of 2009, primarily driven by the impact from the adoption of SFAS 166/167. Sequentially, Citi's net interest margin of 3.15% decreased by 17 basis points from the first quarter of 2010 due to the continued de-risking of loan portfolios, the expansion of loss mitigation efforts and the Primerica divestiture.

Non-interest revenue decreased 53% from a year ago, primarily reflecting the gain on sale of SB in 2009.

Operating expenses decreased 1% from the year-ago quarter and were up 3% from the first quarter of 2010. The decline in expenses from the year-ago quarter reflected the decrease in Citi Holdings expenses, primarily related to the absence of SB (approximately $900 million in the second quarter of 2009), which more than offset the increase in Citicorp expenses resulting from continued investments in the Citicorp businesses and the U.K. bonus tax in the current quarter. The increase in expenses from the first quarter of 2010 primarily related to the U.K. bonus tax, as ongoing investments in Citicorp businesses were partially offset by a continued decline in Citi Holdings expenses. Citi's full-time employees were 259,000 at June 30, 2010, down 20,000 from June 30, 2009 and down 4,000 from March 31, 2010.

Net credit losses of $8.0 billion in the second quarter of 2010 were down 31% from year-ago levels on a comparable basis, and down 5% from the first quarter of 2010. Second quarter of 2010 net credit losses reflected improvement for the fourth consecutive quarter. Consumer net credit losses of $7.5 billion were down 23% on a comparable basis from last year and down 7% from the prior quarter. Corporate net credit losses of $472 million were down 73% from last year and up 30% from the prior quarter. The sequential increase in corporate net credit losses was principally due to the charge off of loans for which Citi had previously established specific FAS 114 reserves that were released during the second quarter upon recognition of the charge off.

        Citi's total allowance for loan losses was $46.2 billion at June 30, 2010, or 6.7% of total loans. This was down from 6.8% of total loans at March 31, 2010. During the second quarter of 2010, Citi had a net release of $1.5 billion to its credit reserves and allowance for unfunded lending


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commitments, compared to a net build of $4.0 billion in the second quarter of 2009 and a net release of $53 million in the first quarter of 2010. Approximately half of the net loan loss reserve release was related to consumer loans, and half related to corporate loans (principally specific reserves).

        The total allowance for loan losses for consumer loans decreased to $39.6 billion at the end of the quarter, but increased as a percentage of total consumer loans to 7.87%, compared to 7.84% at the end of the first quarter of 2010. The decrease in the allowance was mainly due to a net release of $827 million and reductions that did not flow through the provision. The reductions originated from asset sales in the U.S. real estate lending portfolio and certain loan portfolios moving to held-for-sale. The net release was mainly driven by Retail Partner Cards in Citi Holdings, as well asLatin America andAsia Regional Consumer Banking in Citicorp. During the second quarter of 2010, early- and later-stage delinquencies improved across most of the consumer loan portfolios, driven by improvement in North America mortgages, both in first and second mortgages. The improvement in first mortgages was entirely driven by asset sales and loans moving from the trial period under the U.S. Treasury's Home Affordable Modification Program (HAMP) to permanent modification. For total consumer loans, the 90 days or more consumer loan delinquency rate was 3.67% at June 30, 2010, compared to 4.01% at March 31, 2010 and 3.68% a year ago. The 30 to 89 days past due consumer loan delinquency rate was 3.06% at June 30, 2010, compared to 3.19% at March 31, 2010 and 3.41% a year ago. Consumer non-accrual loans totaled $13.8 billion at June 30, 2010, compared to $15.6 billion at March 31, 2010 and $15.8 billion at June 30, 2009.

        The total allowance for loan losses for funded corporate loans declined to $6.6 billion at June 30, 2010, or 3.59% of corporate loans, down from 3.90% in the first quarter of 2010. Corporate non-accrual loans were $11.0 billion at June 30, 2010, compared to $12.9 billion at March 31, 2010 and $12.5 billion a year ago. The decrease in non-accrual loans from the prior quarter was mainly due to loan sales, write-offs and paydowns, which were partially offset by increases due to the weakening of certain borrowers.

        The effective tax rate on continuing operations for the second quarter of 2010 was 23%, reflecting taxable earnings in lower tax rate jurisdictions, as well as tax advantaged earnings.

Total deposits were $814 billion at June 30, 2010, down 2% from March 31, 2010 and up 1% from year-ago levels. Citi's structural liquidity (equity, long-term debt and deposits) as a percentage of assets was 71% at June 30, 2010, unchanged as compared with March 31, 2010 and compared with 71% at June 30, 2009.

Total assets decreased $65 billion from the end of the first quarter 2010 to $1,938 billion. Citi Holdings assets decreased $38 billion during the second quarter of 2010, driven by approximately $19 billion of asset sales and business dispositions (including $6 billion from the Primerica initial public offering and $4 billion from the liquidation of subprime CDOs), $15 billion of net run-off and pay-downs and $4 billion of net credit losses and net asset marks. In addition, as part of its continued focus on reducing the assets in Citi Holdings, Citi reclassified $11.4 billion in assets from held-to-maturity to available-for-sale at June 30, 2010. This reclassification was in response to recent changes to SFAS 133 that allowed a one-time movement of certain assets classified as held-to-maturity or available-for-sale to the trading book as of July 1, 2010, and included $4.1 billion of auction rate securities that were in held-to-maturity. The remaining $7.3 billion consisted of securities in theSpecial Asset Pool for which prices have largely recovered and that Citi believes it should be able to sell over the short-to-medium term, rather than wait for them to mature or run-off. Citi Holdings total GAAP assets of $465 billion at June 30, 2010 represents 24% of Citi's total GAAP assets. Citi Holdings' risk-weighted assets were approximately $400 billion, or approximately 40% of Citi's risk-weighted assets, as of June 30, 2010.

        Citi's exposure to the ABCP CDO super senior positions was also reduced to zero during the second quarter of 2010 (although theSpecial Asset Pool retains exposure to a very small amount of underlying collateral assets). All of the 17 ABCP CDO deals structured by Citi have been liquidated as of the end of the second quarter.

        Citigroup'sTotal stockholders' equity increased by $3.4 billion during the second quarter of 2010 to $154.8 billion, primarily reflecting net income during the quarter, partially offset by a decline inAccumulated other comprehensive income largely from FX translation. Citigroup's total equity capital base and trust preferred securities were $175.0 billion at June 30, 2010. Citigroup maintained its "well-capitalized" position with a Tier 1 Capital Ratio of 11.99% at June 30, 2010, up from 11.28% at March 31, 2010.

Business Outlook

        As was the case with the second quarter of 2010 results inSecurities and Banking, the global economic and capital markets environment are expected to continue to drive Citi's revenue levels in the third quarter. In addition, as previously disclosed, The Credit Card Accountability Responsibility and Disclosure Act of 2009 (CARD Act) will continue to have a negative impact on U.S. credit card revenues. Citi continues to believe that, for the full year 2010, the negative net impact of the CARD Act on Citi-branded card revenues will be approximately $400 million to $600 million, including the impact of the Federal Reserve Board's recent adoption of final rules relating to penalty fee provisions. For Retail Partner Cards, Citi has increased its full year 2010 estimate of negative net revenue impact resulting from the CARD Act to approximately $150 million to $200 million, from $50 million to $150 million, given the new penalty fee provisions. In each of these portfolios, the vast majority of the 2010 net impact will occur in the second half of the year.

        Net revenue marks in theSpecial Asset Pool, which have been positive for the last five quarters, will remain episodic, although Citi continued to de-risk this portfolio during the second quarter of 2010, as evidenced by the CDO liquidations discussed above.

        Citi currently expects quarterly expenses to continue to be in the range of $11.5 billion to $12 billion for the remainder of 2010. As previously disclosed, Citicorp's expenses may continue to increase, reflecting ongoing investments in its core businesses, while Citi Holdings should continue to decline as assets are reduced.

        Credit costs will remain a key driver of earnings performance for the remainder of 2010. Assuming that the


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U.S. economy continues to recover and international recovery is sustained, Citi currently believes that consumer credit costs should continue to decline. Internationally, credit is expected to continue to improve, but at a moderating pace. In both North America cards portfolios, net credit losses are expected to improve modestly, but will likely remain elevated until U.S. employment levels improve significantly. In North America mortgages, net credit losses and delinquencies continued to improve during the second quarter of 2010, largely as the result of Citi's loss mitigation efforts, including sales of delinquent mortgages and the impact of loan modifications. Citi has observed, however, that, to date, the underlying credit quality of this portfolio has not been improving in the same manner as its cards portfolios. Mortgages are also particularly at risk to many external factors, such as unemployment trends, home prices, government modification programs and state foreclosure regulations. As a result, Citi expects to continue to pay particular attention to this portfolio and will continue its efforts to mitigate losses. Citigroup's consumer loan loss reserve balances will continue to reflect the losses embedded in the company's portfolios, given underlying credit trends and the impact of forbearance programs. Though credit trends in the corporate loan portfolio generally continued to improve, credit costs will continue to be episodic.

        Looking forward, the Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law on July 21, 2010. The Act calls for significant structural reforms and new substantive regulation across the financial industry, including new consumer protections and increased scrutiny and regulation for any financial institution that could pose a systemic risk to market-wide financial stability. Many of the provisions of the Act will be subject to extensive rulemaking and interpretation, and a significant amount of uncertainty remains as to the ultimate impact of the Act on Citigroup. The Act will likely require Citigroup to eliminate, transform or change certain of its business activities and practices. The Financial Reform Act will also likely impose additional costs, some significant, on Citigroup, adversely affect its ability to pursue business opportunities it may otherwise consider engaging in, cause business disruptions and impact the value of the assets that Citigroup holds. In addition, the Act grants new regulatory authority to various U.S. federal regulators to impose heightened prudential standards on financial institutions. This authority, together with the continued implementation of new minimum capital standards for bank holding companies as adopted by the Basel Committee on Banking Supervision and U.S. regulators, has created significant uncertainty with respect to the future capital requirements or capital composition for institutions such as Citigroup. Citi will continue to monitor these developments closely.


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CITIGROUP INC. AND SUBSIDIARIES

SUMMARY OF SELECTED FINANCIAL DATA—Page 1

 
 Second Quarter  
 Six Months Ended  
 
In millions of dollars,
except per share amounts
 %
Change
 %
Change
 
 2009 2008 2009 2008 
Net interest revenue $12,829 $13,986  (8)%$25,755 $27,074  (5)%
Non-interest revenue  17,140  3,552  NM  28,735  2,621  NM 
              
Revenues, net of interest expense $29,969 $17,538  71%$54,490 $29,695  83%
Operating expenses  11,999  15,214  (21) 23,684  30,591  (23)
Provisions for credit losses and for benefits and claims  12,676  7,100  79  22,983  12,952  77 
              
Income (Loss) from Continuing Operations before Income Taxes $5,294 $(4,776) NM $7,823 $(13,848) NM 
Income taxes (benefits)  907  (2,447) NM  1,742  (6,333) NM 
              
Income (Loss) from Continuing Operations $4,387 $(2,329) NM $6,081 $(7,515) NM 
Income (Loss) from Discontinued Operations, net of taxes  (142) (94) (51)% (259) (35) NM 
              
Net Income (Loss) before attribution of Noncontrolling Interests $4,245 $(2,423) NM $5,822 $(7,550) NM 
Net Income (Loss) attributable to Noncontrolling Interests  (34) 72  NM  (50) 56  NM 
              
Citigroup's Net Income (Loss) $4,279 $(2,495) NM $5,872 $(7,606) NM 
              
Less:                   
 Preferred dividends—Basic $(1,495)$(361) NM $(2,716)$(444) NM 
  Impact of the conversion price reset related to the $12.5 billion convertible preferred stock private issuance—Basic(1)        (1,285)    
 Preferred stock Series H discount accretion—Basic  (54)     (107)    
              
Income (loss) available to common stockholders for Basic EPS $2,730 $(2,856) NM $1,764 $(8,050) NM 
              
Convertible Preferred Stock Dividends  270  270    540  336  61 
              
Income (loss) available to common stockholders for Diluted EPS $3,000 $(2,586) NM $2,304 $(7,714) NM 
              
Earnings per share                   
 Basic(2)                   
 Income (loss) from continuing operations $0.51 $(0.53) NM $0.36 $(1.56) NM 
 Net income (loss)  0.49  (0.55) NM  0.31  (1.57) NM 
              
 Diluted(2)                   
 Income (loss) from continuing operations $0.51 $(0.53) NM $0.36 $(1.56) NM 
 Net income (loss)  0.49  (0.55) NM  0.31  (1.57) NM 
              

 
 Second Quarter  
 Six Months Ended  
 
In millions of dollars,
except per share amounts
 %
Change
 %
Change
 
 2010 2009 2010 2009 

Total managed revenues(1)

 $22,071 $33,095  (33)%$47,492 $60,068  (21)%

Total managed net credit losses(1)

  7,962  11,470  (31) 16,346  21,300  (23)

Net interest revenue

 $14,039 $12,829  9%$28,600 $25,755  11%

Non-interest revenue

  8,032  17,140  (53) 18,892  28,735  (34)
              

Revenues, net of interest expense

 $22,071 $29,969  (26)%$47,492 $54,490  (13)%

Operating expenses

  11,866  11,999  (1) 23,384  23,684  (1)

Provisions for credit losses and for benefits and claims

  6,665  12,676  (47) 15,283  22,983  (34)
              

Income from continuing operations before income taxes

 $3,540 $5,294  (33)%$8,825 $7,823  13%

Income taxes (losses)

  812  907  (10) 1,848  1,742  6 
              

Income from continuing operations

 $2,728 $4,387  (38)%$6,977 $6,081  15%

Income from discontinued operations, net of taxes

  (3) (142) 98  208  (259) NM 
              

Net income (losses) before attribution of noncontrolling interests

 $2,725 $4,245  (36)%$7,185 $5,822  23%

Net income (losses) attributable to noncontrolling interests

  28  (34) NM  60  (50) NM 
              

Citigroup's net income

 $2,697 $4,279  (37)%$7,125 $5,872  21%
              

Less:

                   
 

Preferred dividends—Basic

   $1,495  (100)%  $2,716  (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

    54  (100)   107  (100)
              

Income (loss) available to common stockholders

 $2,697 $2,730  (1)%$7,125 $1,764  NM 
 

Dividends and earnings allocated to participating securities, net of forfeitures

  26  105  (75) 57  69  (17)%
              

Undistributed earnings (loss) for basic EPS

 $2,671 $2,625  2% $7,068 $1,695  NM 

Convertible Preferred Stock Dividends

    270  (100)   540  (100)%
              

Undistributed earnings (loss) for diluted EPS

 $2,671 $2,895  (8)%$7,068 $2,235  NM 
              

Earnings per share

                   
 

Basic(3)

                   
 

Income (loss) from continuing operations

 $0.09 $0.51  (82)%$0.24 $0.36  (33)%
 

Net income (loss)

  0.09  0.49  (82) 0.25  0.31  (19)
              
 

Diluted(3)

                   
 

Income (loss) from continuing operations

 $0.09 $0.51  (82)%$0.23 $0.36  (36)%
 

Net income (loss)

  0.09  0.49  (82) 0.24  0.31  (23)
              

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


Table of Contents

SUMMARY OF SELECTED FINANCIAL DATA—Page 2

 
 Second Quarter  
 Six Months Ended  
 
 
 %
Change
 %
Change
 
In millions of dollars 2009 2008 2009 2008 
At June 30:                   
Total assets $1,848,533 $2,100,385  (12)%         
Total deposits  804,736  803,642            
Long-term debt  348,046  417,928  (17)         
Mandatorily redeemable securities of subsidiary Trusts (included in Long-term debt)  24,034  23,658  2          
Common stockholders' equity  78,001  108,981  (28)         
Total stockholders' equity $152,302 $136,405  12          
Direct staff(in thousands)  279  363  (23)         
              
Ratios:                   
Return on common stockholders' equity(3)  14.8% (10.4)%    4.9% (14.5)%   
              
Tier 1 Common(4)  2.75% 4.43%            
Tier 1 Capital  12.74% 8.74%            
Total Capital  16.62% 12.29%            
Leverage(5)  6.92% 5.04%            
              
Common stockholders' equity to assets  4.22% 5.19%            
Ratio of earnings to fixed charges and preferred stock dividends  1.40  0.62     1.23  0.52    
              

 
 Second Quarter  
 Six Months Ended  
 
In millions of dollars,
except per share amounts
 %
Change
 %
Change
 
 2010 2009 2010 2009 

At June 30:

                   

Total assets

 $1,937,656 $1,848,533  5%         

Total deposits

  813,951  804,736  1          

Long-term debt

  413,297  348,046  19          

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

  20,218  24,196  (16)         

Common stockholders' equity

  154,494  78,001  98          

Total stockholders' equity

  154,806  152,302  2          

Direct staff(in thousands)

  259  279  (7)         
              

Ratios:

                   

Return on common stockholders' equity(3)

  7.0% 14.8%    9.5% 4.9%   
              

Tier 1 Common(4)

  9.71% 2.75%            

Tier 1 Capital

  11.99  12.74             

Total Capital

  15.59  16.62             

Leverage(5)

  6.31  6.90             
              

Common stockholders' equity to assets

  7.97% 4.22%            

Ratio of earnings to fixed charges and preferred stock dividends

  1.54  1.41     1.68  1.23    
              

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

(2)
For the three months ended June 30, 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 of 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. See "Events in 2009—Public and Private Exchange Offers" below. There was 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.

(2)
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" (Accounting Standards Codification (ASC) 260-10-45 to 65) on January 1, 2009. All prior periods have been restated to conform to the current presentation. The Diluted EPS calculation for the second quarter and six months of 2008 utilize 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.

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

(4)
As defined by the banking regulators, the Tier 1 Common ratio represents Tier 1 Capital less qualifying perpetual preferred stock, qualifying noncontrolling interests in subsidiaries and qualifying mandatorily 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, including a reconciliaton to the most directly comparable GAAP measure.

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

NM
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Table of Contents


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

        The following tables show the income (loss) and revenues for Citigroup on a segment, business and product view:


CITIGROUP INCOME (LOSS)

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2010 2009 2010 2009 

Income (loss) from Continuing Operations

                   

CITICORP

                   

Regional Consumer Banking

                   
 

North America

 $62 $139  (55)%$84 $496  (83)%
 

EMEA

  50  (110) NM  77  (143) NM 
 

Latin America

  491  116  NM  880  335  NM 
 

Asia

  574  279  NM  1,150  527  NM 
              
  

Total

 $1,177 $424  NM $2,191 $1,215  80%
              

Securities and Banking

                   
 

North America

 $839 $(32) NM $2,263 $2,465  (8)%
 

EMEA

  355  746  (52)% 1,387  2,917  (52)
 

Latin America

  197  527  (63) 469  939  (50)
 

Asia

  294  597  (51) 772  1,653  (53)
              
  

Total

 $1,685 $1,838  (8)%$4,891 $7,974  (39)%
              

Transaction Services

                   
 

North America

 $166 $181  (8)%$325 $319  2%
 

EMEA

  318  350  (9) 624  676  (8)
 

Latin America

  153  150  2  310  310   
 

Asia

  297  293  1  616  573  8 
              
  

Total

 $934 $974  (4)%$1,875 $1,878   
              

Institutional Clients Group

 $2,619 $2,812  (7)%$6,766 $9,852  (31)%
              

Total Citicorp

 $3,796 $3,236  17%$8,957 $11,067  (19)%
              

CITI HOLDINGS

                   

Brokerage and Asset Management

  (88)$6,775  NM $(7)$6,809  (100)%

Local Consumer Lending

 $(1,230) (4,347) 72% (3,068) (5,918) 48 

Special Asset Pool

  121  (1,246) NM  1,002  (5,194) NM 
              

Total Citi Holdings

 $(1,197)$1,182  NM $(2,073)$(4,303) 52%
              

Corporate/Other

 $129 $(31) NM $93 $(683) NM 
              

Income from continuing operations

 $2,728 $4,387  (38)%$6,977 $6,081  15%
              

Discontinued operations

 $(3)$(142) 98%$208 $(259) NM 

Net income (loss) attributable to noncontrolling interests

  28  (34) NM  60  (50) NM 
              

Citigroup's net income

 $2,697 $4,279  (37)%$7,125 $5,872  21%
              

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Table of Contents


CITIGROUP REVENUES

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2010 2009 2010 2009 

CITICORP

                   

Regional Consumer Banking

                   
 

North America

 $3,693 $2,182  69%$7,494 $4,685  60%
 

EMEA

  376  394  (5) 781  754  4 
 

Latin America

  2,118  1,950  9  4,194  3,874  8 
 

Asia

  1,845  1,675  10  3,645  3,241  12 
              

Total

 $8,032 $6,201  30%$16,114 $12,554  28%
              

Securities and Banking

                   
 

North America

 $2,627 $1,721  53%$6,180 $6,737  (8)%
 

EMEA

  1,762  2,558  (31) 4,277  6,780  (37)
 

Latin America

  558  1,049  (47) 1,165  1,849  (37)
 

Asia

  1,008  1,373  (27) 2,336  3,535  (34)
              
  

Total

 $5,955 $6,701  (11)%$13,958 $18,901  (26)%
              

Transaction Services

                   
 

North America

 $636 $656  (3)%$1,275 $1,245  2%
 

EMEA

  848  860  (1) 1,681  1,704  (1)
 

Latin America

  356  340  5  700  683  2 
 

Asia

  662  627  6  1,283  1,225  5 
              
  

Total

 $2,502 $2,483  1%$4,939 $4,857  2%
              

Institutional Clients Group

 $8,457 $9,184  (8)%$18,897 $23,758  (20)%
              
  

Total Citicorp

 $16,489 $15,385  7%$35,011 $36,312  (4)%
              

CITI HOLDINGS

                   

Brokerage and Asset Management

 $141 $12,220  (99)%$481 $13,827  (97)%

Local Consumer Lending

  4,206  3,481  21  8,876  9,502  (7)

Special Asset Pool

  572  (376) NM  2,112  (4,910) NM 
              

Total Citi Holdings

 $4,919 $15,325  (68)%$11,469 $18,419  (38)%
              

Corporate/Other

 $663 $(741) NM $1,012 $(241) NM 
              

Total net revenues

 $22,071 $29,969  (26)%$47,492 $54,490  (13)%
              
 

Impact of Credit Card Securitization Activity(1)

                   
  

Citicorp

 $ $1,644  NM $ $3,128  NM 
  

Citi Holdings

    1,482  NM    2,450  NM 
              

Total impact of credit card securitization activity

 $ $3,126  NM $ $5,578  NM 
              

Total Citigroup—managed net revenues(1)

 $22,071 $33,095  (33)%$47,492 $60,068  (21)%
              

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

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Table of Contents


CITICORP

        Certain reclassifications have been madeCiticorp 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 approximately 100 countries, many for over 100 years, and offers services in over 160 countries and jurisdictions. 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 world's emerging economies, which Citi believes represents a strong area of growth. At June 30, 2010, Citicorp had approximately $1.2 trillion of assets and $719 billion of deposits, representing approximately 62% of Citi's total assets and approximately 88% of its deposits.

        Citicorp consists of the following businesses:Regional Consumer Banking (which includes retail banking and Citi-branded cards in four regions—North America, EMEA, Latin America andAsia) andInstitutional Clients Group (which includesSecurities and Banking andTransaction Services).

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2010 2009 2010 2009 
 

Net interest revenue

 $9,742 $8,774  11%$19,612 $17,285  13%
 

Non-interest revenue

  6,747  6,611  2  15,399  19,027  (19)
              

Total revenues, net of interest expense

 $16,489 $15,385  7%$35,011 $36,312  (4)%
              

Provisions for credit losses and for benefits and claims

                   
 

Net credit losses

 $2,965 $1,575  88%$6,107 $2,826  NM 
 

Credit reserve build (release)

  (639) 1,231  NM  (999) 2,229  NM 
              
 

Provision for loan losses

 $2,326 $2,806  (17)%$5,108 $5,055  1%
 

Provision for benefits and claims

  27  42  (36) 71  84  (15)
 

Provision for unfunded lending commitments

  (26) 83  NM  (33) 115  NM 
              
  

Total provisions for credit losses and for benefits and claims

 $2,327 $2,931  (21)%$5,146 $5,254  (2)%
              

Total operating expenses

 $9,090 $8,068  13%$17,575 $15,467  14%
              

Income from continuing operations before taxes

 $5,072 $4,386  16%$12,290 $15,591  (21)%

Provisions for income taxes

  1,276  1,150  11  3,333  4,524  (26)
              

Income from continuing operations

 $3,796 $3,236  17%$8,957 $11,067  (19)%

Net income (loss) attributable to noncontrolling interests

  20  3  NM  41     
              

Citicorp's net income

 $3,776 $3,233  17%$8,916 $11,067  (19)%
              

Balance sheet data(in billions of dollars)

                   

Total EOP assets

 $1,211 $1,051  15%         

Average assets

  1,250  1,074  16 $1,242 $1,066  17%

Return on assets

  1.21% 1.21%    1.45% 2.09%   

Total EOP deposits

 $719 $706  2%         
              

Total GAAP revenues

 $16,489 $15,385  7%$35,011 $36,312  (4)%
 

Net impact of credit card securitization activity(1)

    1,644  NM    3,128  NM 
              

Total managed revenues

 $16,489 $17,029  (3)%$35,011 $39,440  (11)%
              

GAAP net credit losses

 $2,965 $1,575  88%$6,107 $2,826  NM 
 

Impact of credit card securitization activity(1)

    1,837  NM    3,328  NM 
              

Total managed net credit losses

 $2,965 $3,412  (13)%$6,107 $6,154  (1)%
              

(1)
See discussion of adoption of SFAS 166/167 on page 3 and in Note 1 to the prior periods' financial statementsConsolidated Financial Statements.

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Table of Contents

REGIONAL CONSUMER BANKING

Regional Consumer Banking (RCB) consists of Citigroup's four regional consumer banking businesses that provide traditional banking services to conformretail 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 2010, 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 June 30, 2010,RCB had $309 billion of assets and $291 billion of deposits.

 
 Second Quarter % Six Months % 
In millions of dollars 2010 2009 Change 2010 2009 Change 

Net interest revenue

 $5,774 $4,140  39%$11,691 $7,982  46%

Non-interest revenue

  2,258  2,061  10  4,423  4,572  (3)
              

Total revenues, net of interest expense

 $8,032 $6,201  30%$16,114 $12,554  28%
              

Total operating expenses

 $3,982 $3,703  8%$7,919 $7,207  10%
              
 

Net credit losses

 $2,922 $1,406  NM $5,962 $2,580  NM 
 

Provision for unfunded lending commitments

  (4)     (4)    
 

Credit reserve build (release)

  (408) 619  NM  (588) 1,305  NM 
 

Provisions for benefits and claims

  27  42  (36)% 71  84  (15)%
              

Provisions for credit losses and for benefits and claims

 $2,537 $2,067  23%$5,441 $3,969  37%
              

Income from continuing operations before taxes

 $1,513 $431  NM $2,754 $1,378  100%

Income taxes

  336  7  NM  563  163  NM 
              

Income from continuing operations

 $1,177 $424  NM $2,191 $1,215  80%

Net (loss) attributable to noncontrolling interests

        (5)    
              

Net income

 $1,177 $424  NM $2,196 $1,215  81%
              

Average assets(in billions of dollars)

 $306 $239  28%$307 $234  31%

Return on assets

  1.54% 0.71%    1.44% 1.05%   

Average deposits(in billions of dollars)

  291  272  7%         
              

Managed net credit losses as a percentage of average managed loans

  5.38% 6.01%            
              

Revenue by business

                   
 

Retail banking

 $3,916 $3,789  3%$7,730 $7,326  6%
 

Citi-branded cards

  4,116  2,412  71  8,384�� 5,228  60 
              
  

Total GAAP revenues

 $8,032 $6,201  30%$16,114 $12,554  28%
 

Net impact of credit card securitization activity(1)

    1,644  NM    3,128  NM 
              
 

Total managed revenues

 $8,032 $7,845  2%$16,114 $15,682  3%
              

Net credit losses by business

                   
 

Retail banking

 $304 $428  (29)%$593 $766  (23)%
 

Citi-branded cards

  2,618  978  NM $5,369 $1,814  NM 
              
  

Total GAAP net credit losses

 $2,922 $1,406  NM $5,962 $2,580  NM 
 

Net impact of credit card securitization activity(1)

    1,837  NM    3,328  NM 
              
 

Total managed net credit losses

 $2,922 $3,243  (10)%$5,962 $5,908  1%
              

Income (loss) from continuing operations by business

                   
 

Retail banking

 $884 $635  (39)%$1,732 $1,285  35%
 

Citi-branded cards

  293  (211) NM  459  (70) NM 
              
  

Total

 $1,177 $424  NM $2,191 $1,215  80%
              

(1)
See discussion of adoption of SFAS 166/167 on page 3 and in Note 1 to the current period's presentation.Consolidated Financial Statements.

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NORTH AMERICA REGIONAL CONSUMER BANKING

        Certain statementsNorth America Regional Consumer Banking (NA RCB) provides traditional banking and Citi-branded card services to retail customers and small- to mid-size businesses in this Form 10-Q, including, but not limitedthe U.S.NA RCB's approximately 1,000 retail bank branches and 13.3 million retail customer accounts are largely concentrated in the greater metropolitan areas of New York, Los Angeles, San Francisco, Chicago, Miami, Washington, D.C., Boston, Philadelphia, and certain larger cities in Texas. At June 30, 2010,NA RCB had approximately $30.2 billion of retail banking and residential real estate loans and $144.7 billion of deposits. In addition,NA RCB had approximately 21.3 million Citi-branded credit card accounts, with $77.2 billion in outstanding card loan balances.

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2010 2009 2010 2009 

Net interest revenue

 $2,778 $1,330  NM $5,732 $2,522  NM 

Non-interest revenue

  915  852  7% 1,762  2,163  (19)%
              

Total revenues, net of interest expense

 $3,693 $2,182  69%$7,494 $4,685  60%
              

Total operating expenses

 $1,499 $1,486  1%$3,110 $2,980  4%
              
 

Net credit losses

 $2,126 $307  NM $4,283 $564  NM 
 

Credit reserve build (release)

  (9) 149  NM  (5) 402  NM 
 

Provisions for benefits and claims

  5  15  (67)% 13  28  (54)%
              

Provisions for loan losses and for benefits and claims

 $2,122 $471  NM $4,291 $994  NM 
              

Income from continuing operations before taxes

 $72 $225  (68)%$93 $711  (87)%

Income taxes (benefits)

  10  86  (88) 9  215  (96)
              

Income from continuing operations

 $62 $139  (55)%$84 $496  (83)%

Net income attributable to noncontrolling interests

             
              

Net income

 $62 $139  (55)%$84 $496  (83)%
              

Average assets(in billions of dollars)

 $117 $74  58%$119 $73  63%

Average deposits(in billions of dollars)

  145.5  139.6  4          
              

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

  7.98% 7.36%            
              

Revenue by business

                   
 

Retail banking

 $1,323 $1,376  (4)%$2,603 $2,672  (3)%
 

Citi-branded cards

  2,370  806  NM  4,891  2,013  NM 
              
  

Total GAAP revenues

 $3,693 $2,182  69%$7,494 $4,685  60%
 

Net impact of credit card securitization activity(2)

    1,644  NM    3,128  NM 
              
 

Total managed revenues

 $3,693 $3,826  (3)%$7,494 $7,813  (4)%
              

Net credit losses by business

                   
 

Retail banking

 $79 $88  (10)%$152 $144  6%
 

Citi-branded cards

  2,047  219  NM  4,131  420  NM 
              
  

Total GAAP net credit losses

 $2,126 $307  NM $4,283 $564  NM 
 

Net impact of credit card securitization activity(2)

    1,837  NM    3,328  NM 
              
 

Total managed net credit losses

 $2,126 $2,144  (1)%$4,283 $3,892  10%
              

Income (loss) from continuing operations by business

                   
 

Retail banking

 $225 $242  (7)%$409 $483  (15)%
 

Citi-branded cards

  (163) (103) (58) (325) 13  NM 
              
  

Total

 $62 $139  (55)%$84 $496  (83)%
              

(1)
See "Managed Presentations" below.

(2)
See discussion of adoption of SFAS 166/167 on page 3 and in Note 1 to statements made in "Management's Discussion and Analysis," are "forward-looking statements" within the meaningConsolidated Financial Statements.

NM
Not meaningful

2Q10 vs. 2Q09

Revenues, net of interest expense, increased 69% primarily due to the consolidation of securitized credit card receivables pursuant to the adoption of SFAS 166/167 effective January 2010. On a managed basis,revenues, net of interest expense, decreased 3%, primarily reflecting the net impact of the Private Securities Litigation ReformCARD Act on branded cards revenues and lower volumes in cards and mortgages.

Net interest revenue was down 8% on a managed basis, driven by the net impact of 1995. These statements are basedthe CARD Act as well as lower volumes in cards, where average managed loans were down 7% from the prior-year quarter, and in retail banking, where average loans were down 12%.

Non-interest revenue increased 11% on management's current expectations and are subjecta managed basis primarily due to uncertainty and changesbetter servicing hedge results in circumstances. Actual results may differ materially from those includedmortgages, partially offset by lower fees in these statementscards, mainly due to a variety of factors including, but not limited15% decline in open accounts from the prior-year quarter.

Operating expenses increased 1% from the prior-year quarter primarily due to those described in Citigroup's 2008 Annual Report on Form 10-K under "Risk Factors."higher marketing costs.

        Within this Form 10-Q, please referProvisions for loan losses and for benefits and claims increased $1.7 billion primarily due to the indices on pages 2 and 73 for page referencesconsolidation of securitized credit card receivables pursuant to the Management's Discussionadoption of


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SFAS 166/167. On a comparable basis,Provisions for loan losses and Analysis sectionfor benefits and Notesclaims decreased $186 million, or 8%, primarily due to the absence of a $149 million loan loss reserve build in the prior-year quarter and lower net credit losses. Net credit losses were down $9 million in both cards and retail banking. The branded cards managed net credit loss ratio increased from 10.08% to 10.77%, and the retail banking net credit loss ratio increased from 1.01% to 1.03%, with the increases in both businesses driven by the decline in their average loans.

2Q10 YTD vs. 2Q09 YTD

Revenues, net of interest expense, increased 60% primarily due to the consolidation of securitized credit card receivables pursuant to the adoption of SFAS 166/167 effective January 2010. On a managed basis,revenues, net of interest expense, declined 4% from the prior-year period, mainly due to lower volumes in cards and mortgages, as well as the net impact of the CARD Act on branded cards revenues.

Net interest revenue was down 5% on a managed basis driven primarily by lower volumes in cards, with average managed loans down 6% from the prior-year period, and in mortgages, where average loans were down 13%.

Non-interest revenue declined 1% on a managed basis from the prior-year period, driven by lower gains from mortgage loan sales and lower fees in cards, due to a 15% decline in open accounts, partially offset by better servicing hedge results in mortgages.

Operating expenses increased 4% from the prior-year period. Expenses were flat excluding the impact of a litigation reserve in the first quarter of 2010.

Provisions for loan losses and for benefits and claims increased $3.3 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 decreased $31 million, or 1%, primarily due to the absence of a $402 million loan loss reserve build in the prior-year period, offset by higher net credit losses in the branded cards portfolio. The cards managed net credit loss ratio increased from 9.17% to 10.72%, while the retail banking net credit loss ratio increased from 0.84% to 0.97%.

Managed Presentations

 
 Second Quarter 
 
 2010 2009 

Managed credit losses as a percentage of average managed loans

  7.98% 7.36%

Impact from credit card securitizations(1)

    (4.75)%
      

Net credit losses as a percentage of average loans

  7.98% 2.61%
      

(1)
See discussion of adoption of SFAS 166/167 on page 3 and in Note 1 to the Consolidated Financial Statements,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. Remaining activities in respect of Western Europe retail banking are 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 mass market presence in Poland. The countries in whichEMEA RCB has the largest presence are Poland, Turkey, Russia and the United Arab Emirates. At June 30, 2010,EMEA RCB had approximately 304 retail bank branches with approximately 3.7 million customer accounts, $4.3 billion in retail banking loans and $8.9 billion in average deposits. In addition, the business had approximately 2.4 million Citi-branded card accounts with $2.6 billion in outstanding card loan balances.

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2010 2009 2010 2009 

Net interest revenue

 $230 $243  (5)%$478 $467  2%

Non-interest revenue

  146  151  (3) 303  287  6 
              

Total revenues, net of interest expense

 $376 $394  (5)%$781 $754  4%
              

Total operating expenses

 $268 $282  (5)%$545 $538  1%
              
 

Net credit losses

 $85 $121  (30)%$182 $210  (13)%
 

Provision for unfunded lending commitments

  (4)     (4)    
 

Credit reserve build (release)

  (46) 158  NM  (56) 230  NM 
 

Provisions for benefits and claims

             
              

Provisions for credit losses and for benefits and claims

 $35 $279  (87)%$122 $440  (72)%
              

Income (loss) from continuing operations before taxes

 $73 $(167) NM $114 $(224) NM 

Income taxes (benefits)

  23  (57) NM  37  (81) NM 
              

Income (loss) from continuing operations

 $50 $(110) NM $77 $(143) NM 

Net income attributable to noncontrolling interests

             
              

Net income (loss)

 $50 $(110) NM $77 $(143) NM 
              

Average assets(in billions of dollars)

 $10 $11  (9)%$10 $11  (9)%

Return on assets

  2.01% (4.01)%    1.55% (2.62)%   

Average deposits(in billions of dollars)

 $8.9 $9.0  (1)%$9.3 $8.7  7%
              

Net credit losses as a percentage of average loans

  4.74% 5.78%            
              

Revenue by business

                   
 

Retail banking

 $205 $234  (12)%$427 $439  (3)%
 

Citi-branded cards

  171  160  7  354  315  12 
              
  

Total

 $376 $394  (5)%$781 $754  4%
��             

Income (loss) from continuing operations by business

                   
 

Retail banking

 $9 $(76) NM $3 $(117) NM 
 

Citi-branded cards

  41  (34) NM  74  (26) NM 
              
  

Total

 $50 $(110) NM $77 $(143) NM 
              

NM
Not meaningful

2Q10 vs. 2Q09

Revenues, net of interest expense, decreased 5%. A majority of the decrease is due to lower lending volumes and balances as a result of tighter origination criteria as the business was repositioned. This was partially offset by higher revenues in cards and wealth management and the impact of foreign exchange translation (generally referred to throughout this report as "FX translation"). Cards purchase sales were up 11% and investment sales were up 40%. Assets under management decreased 9% primarily due to market valuations.

Net interest revenue decreased 5% due to lower Average Loans, particularly in the United Arab Emirates, Romania and Poland. Average retail and card loans decreased 20% and 4%, respectively.

Non-interest revenue decreased 3%.

Operating expenses decreased 5%, mainly due to cost savings from branch closures, headcount reductions and re-engineering benefits, partially offset by the impact of FX translation.

Provisions for credit losses and for benefits and claims decreased 87%, mainly due to the impact of a $46 million loan loss reserve release in the current quarter, compared to a $158 million build in the prior-year quarter, and a 30% decline in net credit losses, driven by improvements in credit conditions across most markets. The release in loan loss reserves in the current period was driven by improvement in the credit environment in most countries, coupled with a decline in receivables. The cards net credit loss ratio decreased from 6.73% in the prior-year quarter to 5.79% in the current quarter. The retail banking net credit loss ratio decreased from 5.30% in the prior-year quarter to 4.10% in the current quarter.

2Q10 YTD vs. 2Q09 YTD

Revenues, net of interest expense, increased 4%. The increase in revenues was primarily attributable to the impact of FX translation and higher revenues in cards due to higher volumes, partially offset by lower lending revenues, as a result of lower volumes due to tighter origination criteria as the business was repositioned. Cards purchase sales increased 14% and average cards loans grew 6%.

Net interest revenue increased 2%, mainly due to higher cards revenues, particularly in Russia and Poland, and the impact of FX translation.


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Non-interest revenue increased 6%, primarily driven by higher results from an equity investment in Turkey.

Operating expenses increased 1% driven by the impact of FX translation, largely offset by cost savings from branch closures, headcount reductions and re-engineering benefits.

Provisions for credit losses and for benefits and claims decreased 72%, mainly due to the impact of net loan loss reserve release of $56 million in the first half of 2010, compared to a $230 million build in the prior-year period, and a 13% decline in net credit losses. The release of loan loss reserves in the current 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 5.68% to 6.41%, while the retail banking net credit loss ratio decreased from 4.91% to 3.91%.


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MANAGEMENT'S DISCUSSION AND ANALYSISLATIN AMERICA REGIONAL CONSUMER BANKING

SECOND QUARTER OF 2009 MANAGEMENT SUMMARYLatin 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 largest 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 June 30, 2010,LATAM RCB had approximately 2,205 retail branches, with 25.9 million customer accounts, $19.6 billion in retail banking loan balances and $39.9 billion in average deposits. In addition, the business had approximately 12.2 million Citi-branded card accounts with $12.0 billion in outstanding loan balances.

        Citigroup reported net income of $4.279 billion, $0.49 per diluted share, for the second quarter of 2009. The results included a $6.7 billion after-tax gain on the sale of Smith Barney. The $0.49 earnings per share reflected preferred stock dividends and the quarterly accretion of the Series H preferred stock discount (the preferred stock issued to the U.S. Treasury as part of TARP in October 2008). See "TARP and Other Regulatory Programs" below.

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2010 2009 2010 2009 

Net interest revenue

 $1,471 $1,368  8%$2,929 $2,643  11%

Non-interest revenue

  647  582  11  1,265  1,231  3 
              

Total revenues, net of interest expense

 $2,118 $1,950  9%$4,194 $3,874  8%
              

Total operating expenses

 $1,266 $1,090  16%$2,408 $2,048  18%
              
 

Net credit losses

 $457 $610  (25)%$966 $1,151  (16)%
 

Credit reserve build (release)

  (241) 156  NM  (377) 322  NM 
 

Provision for benefits and claims

  22  27  (19) 58  56  4 
              

Provisions for loan losses and for benefits and claims

 $238 $793  (70)%$647 $1,529  (58)%
              

Income from continuing operations before taxes

 $614 $67  NM $1,139 $297  NM 

Income taxes

  123  (49) NM  259  (38) NM 
              

Income from continuing operations

 $491 $116  NM $880 $335  NM 

Net (loss) attributable to noncontrolling interests

        (5)    
              

Net income

 $491 $116  NM $885 $335  NM 
              

Average assets(in billions of dollars)

 $74 $66  12 $73 $63  16%

Return on assets

  2.66% 0.70%    2.44% 1.07%   

Average deposits(in billions of dollars)

  39.9  36.0  11% 39.8  35.1  13%
              

Net credit losses as a percentage of average loans

  5.84% 8.68%            
              

Revenue by business

                   
 

Retail banking

 $1,236 $1,112  11%$2,432 $2,138  14%
 

Citi-branded cards

  882  838  5  1,762  1,736  1 
              
  

Total

 $2,118 $1,950  9%$4,194 $3,874  8%
              

Income (loss) from continuing operations by business

                   
 

Retail banking

 $275 $196  40%$531 $426  25%
 

Citi-branded cards

  216  (80) NM  349  (91) NM 
              
  

Total

 $491 $116  NM $880 $335  NM 
              

NM
Not meaningful

2Q10 vs. 2Q09

        Revenues, net of interest expense of $30.0 billion, increased 71% from year-ago levels9%, mainly due primarily to the Smith Barney gain on saleimpact of FX translation and positive revenue markshigher lending and gains, relative to the prior-year period,deposit volumes in Citi Holdings,retail banking, partially offset by lower volumes in the impact of foreign exchange translation and declinescards portfolio, due to continued repositioning, particularly in Regional Consumer Banking revenues, primarily in Cards. The difficult economic environment continued to have a negative impact on all businesses.Mexico.

        Net interest revenue declinedincreased 8% from, mainly driven by the 2008 second quarter, reflecting the Company's smaller balance sheet. Net interest marginimpact of FX translation and higher lending and deposit volumes in retail banking. Average retail banking loans and deposits increased 19% and 11%, respectively. The increase in retail banking volumes was partially offset by lower volumes in the second quartercards business as a result of 2009 was 3.24%, up 7 basis points from the second quarter of 2008, reflecting significantlya lower cost of funding, largely offset by a decrease in asset yields related to the decrease in the Federal funds rate and the FDIC special assessment of $333 million.risk profile.

Non-interest revenue increased $13.6 billion from a year ago,11%, primarily reflectingdue to the gain on saleimpact of Smith Barney, lower write-downsFX translation, higher fees in the cards business and gains on exposures in Citi Holdings.higher investment sales revenues.

        Operating expenses decreased 21% from the previous year, reflecting benefits from Citi's ongoing re-engineering efforts, expense control, andincreased 16%, due to the impact of foreign exchange translation. HeadcountFX translation, marketing initiatives and a cards intangible impairment.

Provisions for loan losses and for benefits and claims decreased 70%, mainly due to the impact of 279,000 was down 84,000a $241 million loan loss reserve release in the current period, compared to a $156 million build in the prior-year quarter, and a 25% decline in net credit losses, reflecting improved credit conditions, especially in Mexico cards. The cards net credit loss ratio declined across the region during the period, from June 30, 2008 and 30,00015.91% to 12.07%, reflecting continued economic recovery. The retail banking net credit loss ratio dropped significantly from March 31, 2009.3.40% to 1.98%.

        The Company's equity capital base and trust preferred securities were $176.3 billion at June 30, 2009. Citigroup's stockholders' equity increased by $8.4 billion during the second quarter of 2009 to $152.3 billion, primarily reflecting net income less dividend payouts and an improvement inAccumulated Other Comprehensive Income. The Company distributed $1.55 billion in dividends to its preferred stockholders during the quarter. Citigroup had a Tier 1 Capital ratio of 12.74% at June 30, 2009.2Q10 YTD vs. 2Q09 YTD

        On July 23, 2009Revenues, net of interest expense, increased 8%, mainly due to the impact of FX translation and July 29, 2009, Citigroup closed its exchange offers withhigher lending and deposit volumes in retail banking, partially offset by spread compression and lower volumes in the privatecards portfolio due to continued repositioning, particularly in Mexico.

Net interest revenue increased 11%, mainly driven by the impact of FX translation and public holders, respectively, of preferred stockhigher lending and trust preferred securities, as applicable ($32.8 billiondeposit volumes in aggregate liquidation value). In connection with these exchanges, the U.S. Treasury (UST) also exchanged $25 billion of aggregate liquidation value of its preferred stock, for a total exchange of $57.8 billion. Following anretail banking. Average retail banking loans and deposits increased 20% and 13%, respectively. The increase in Citigroup's authorized common stock,retail banking was partially offset by spread compression and lower volumes in the conversion of interim securities to common stock, the UST will own approximately 33.6% of Citigroup's outstanding common stock (not including the exercise of the warrants issued to the USTcards portfolio as part of TARP). See "Events of 2009—Public and Private Exchange Offers" and "TARP and Other Regulatory Programs."

        As a result of the closing of the private and public exchange offers, Citigroup will increase its Tier 1 common by approximately $64 billion from the second quarter of 2009 level of $27 billion to approximately $91 billion. In addition, Citigroup's Tangible Common Equity (TCE)a lower risk profile.

Non-interest revenue increased 3%, which was $40 billion as of June 30, 2009, will increase by approximately $60 billion to approximately $100 billion. (TCE and Tier 1 Common are non-GAAP financial measures. See "Capital Resources and Liquidity" for additional information on these measures, including a reconciliationdue to the most directly comparable GAAP measures.)impact of FX translation, higher fees in the cards business and higher investment sales revenues.

        During the second quarter of 2009, the Company recorded a net build of $3.9 billion to its credit reserves. The net build consisted of $1.2 billion in Citicorp ($0.6 billion in Regional Consumer Banking and $0.6 billion in ICG) and $2.7 billion in Citi Holdings (almost all in Local Consumer Lending). The consumer loan delinquency rate was 4.24% at June 30, 2009, compared to 3.93% at March 31, 2009 and 2.30% a year ago. Corporate non-accrual loans were $12.4 billion at June 30, 2009, compared to $11.2 billion at March 31, 2009 and $2.2 billion a year-ago. The increase from prior-year levels is primarily attributableOperating expenses increased 18%, mainly due to the transferimpact of non-accrual loans fromFX translation. Excluding the held-for-sale portfolio toimpact of FX translation, the held-for-investment portfolio during the fourth quarter of 2008. The allowance for loan losses totaled $35.9 billion at June 30, 2009, a coverage ratio of 5.60% of total loans.

        The Company's effective tax rate was 17.1%increase in the second quarter of 2009, which includes a tax benefit of $129 million relating to the conclusion of an audit of certain issues in the Company's 2003-2005 U.S. Federal tax audit.

        Total deposits were approximately $804.7 billion at June 30, 2009, up 6% from March 31, 2009 and flat with prior-year levels. At June 30, 2009, the Company has increased its structural liquidity (equity, long-term debt and deposits) as a percentage of assets from 68% at March 31, 2009 to approximately 71% at June 30, 2009. Citigroup has continued its deleveraging, reducing total assets from $2,100 billion a year ago to $1,849 billion at June 30, 2009.

        In July 2009, Citi appointed three new directors to its board. Additionally, the Company recently announced several senior management appointments, including John Gerspach as Chief Financial Officer, replacing Ned Kelly, who was appointed Vice Chairman of Citigroup, and Eugene McQuade as Chief Executive Officer for Citibank, N.A.operating


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EVENTS IN 2009

        Certain significant events have occurred during the fiscal year to date, including events subsequent to June 30, 2009, that had, or could have, an effect on Citigroup's current and future financial condition, results of operations, liquidity and capital resources. Certain of these events are summarized below and discussed in more detail throughout this MD&A.

PUBLIC AND PRIVATE EXCHANGE OFFERS

Private Exchange Offers

        On July 23, 2009, Citigroup closed its exchange offers with the private holders of $12.5 billion aggregate liquidation value of preferred stock. As previously disclosed, the U.S. Treasury (UST) matched these exchange offers by exchanging $12.5 billion aggregate liquidation value of its preferred stock, for a total closing of $25 billion. The preferred stock heldexpenses was driven by the private holderscost of 139 additional branch openings and the UST was exchangedmarketing initiatives, primarily in Mexico.

Provisions for an aggregate of approximately 7,692 shares of interim securitiesloan losses and warrants. The warrants will terminatefor benefits and the interim securities will automatically convert into Citigroup common stock upon the increase, subject to shareholder approval, in Citigroup's authorized common stock at a ratio of one million shares of common stock for each interim security. Following the authorized share increase, the interim securities issuedclaims decreased 58%, mainly due to the private holders and the UST in this closing will convert into approximately 7.7 billion sharesimpact of Citigroup common stock.

        The shareholder approval on the proposed increase in Citigroup's authorized common stock is scheduled to occur on September 2, 2009. In addition, see "Public Exchange Offers" below.

Public Exchange Offers

        On July 29, 2009, Citigroup closed its exchange offers with certain holdersnet loan loss reserve release of its publicly-held preferred stock and trust preferred securities. Approximately $20.3 billion in aggregate liquidation value of publicly-held preferred stock and trust preferred securities were validly tendered and not withdrawn$377 million in the public exchange offers. This represents 99%first half of the total liquidation value of securities that Citigroup was offering2010, compared to exchange.

        Upon closing of the public exchange offers, Citi issued approximately 5.8 billion shares of common stock to the public exchange offer participants. In accordance with the instructions given by the participantsa $322 million build in the public exchange offers, these shares of common stock are subjectprior-year period, and a 16% decline in net credit losses, reflecting improved credit conditions, especially in Mexico cards. The cards net credit loss ratio declined from 15.5% to an irrevocable proxy13.0%, while the retail banking net credit loss ratio declined from 3.2% to vote in favor of the proposal to increase Citigroup's authorized common stock, among other matters, which will result in the termination of the warrants and the automatic conversion of the interim securities issued to the UST and the private holders in the private exchange offers into common stock (see "Private Exchange Offers" above)2.0%.

        In addition, as previously disclosed, on July 30, 2009, the UST matched the public exchange offers by exchanging an additional $12.5 billion aggregate liquidation value of its preferred stock, resulting in Citi's issuing approximately 3,846 additional shares of interim securities to the UST and increasing the number of shares of common stock the UST may acquire upon exercise of the warrant issued to it in connection with the private exchange offers closing. The warrant will terminate and these interim securities will convert into approximately 3.8 billion shares of Citigroup common stock following the authorized share increase.

        In total, approximately $58 billion in aggregate liquidation value of preferred stock and trust preferred securities were exchanged to common stock and interim securities as a result of the completion of the private and public exchange offers and the associated exchange by the UST. Upon the increase in Citigroup's authorized common stock, and the conversion of the interim securities to common stock, the UST will own approximately 33.6% of Citigroup's outstanding common stock, not including the exercise of the warrants issued to the UST as part of TARP and pursuant to the loss-sharing agreement. See "TARP and Other Regulatory Programs" below.

Capital Impact

        As a result of the closing of the private and public exchange offers and the associated exchange by the UST on a proforma basis, Citigroup increased its Tier 1 Common by approximately $64 billion from the second quarter of 2009 level of approximately $27 billion to approximately $91 billion. In addition, Citigroup's tangible common equity (TCE), which was approximately $40 billion as of June 30, 2009, increased by approximately $60 billion to approximately $100 billion on a proforma basis. (TCE and Tier 1 Common are non-GAAP financial measures. See "Capital Resources and Liquidity" below for additional information on these measures, including a reconciliation to the most directly comparable GAAP measures.)

8% Trust Preferred Securities

        On July 30, 2009, all remaining preferred stock of Citigroup held by the UST and FDIC (the UST and FDIC are collectively referred to as the "USG") that was not exchanged into Citigroup common stock in connection with the private or public exchange offers was exchanged into newly issued 8% trust preferred securities. An aggregate liquidation amount of approximately $27.1 billion in trust preferred securities was issued to the USG in exchange for an aggregate of $27.059 billion liquidation value of preferred stock.

Accounting Impact

        The accounting for the exchange offers 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 was 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


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recorded in
ASIA REGIONAL CONSUMER BANKING

Retained earningsAsia Regional Consumer Banking (Asia RCB) after adjusting for appropriate deferred tax liability (impactingprovides 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 June 30, 2010,Asia RCB had approximately 704 retail branches, 16.0 million retail banking accounts, $97.1 billion in average customer deposits, and $55.0 billion in retail banking loans. In addition, the business had approximately 14.9 million Citi-branded card accounts with $17.6 billion in outstanding loan balances.

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2010 2009 2010 2009 

Net interest revenue

 $1,295 $1,199  8%$2,552 $2,350  9%

Non-interest revenue

  550  476  16  1,093  891  23 
              

Total revenues, net of interest expense

 $1,845 $1,675  10%$3,645 $3,241  12%
              

Total operating expenses

 $949 $845  12%$1,856 $1,641  13%
              
 

Net credit losses

 $254 $368  (31)%$531 $655  (19)%
 

Credit reserve build (release)

  (112) 156  NM  (150) 351  NM 
              

Provisions for loan losses and for benefits and claims

 $142 $524  (73)%$381 $1,006  (62)%
              

Income from continuing operations before taxes

 $754 $306  NM $1,408 $594  NM 

Income taxes

  180  27  NM  258  67  NM 
              

Income from continuing operations

 $574 $279  NM $1,150 $527  NM 

Net income attributable to noncontrolling interests

             
              

Net income

 $574 $279  NM $1,150 $527  NM 
              

Average assets(in billions of dollars)

 $105 $88  19%$105 $87  21%

Return on assets

  2.19% 1.27%    2.21% 1.22%   

Average deposits(in billions of dollars)

  97.1  87.6  11% 96.4  85.4  13%
              

Net credit losses as a percentage of average loans

  1.41% 2.35%            
              

Revenue by business

                   
 

Retail banking

 $1,152 $1,067  8%$2,268 $2,077  9%
 

Citi-branded cards

  693  608  14  1,377  1,164  18 
              
  

Total

 $1,845 $1,675  10%$3,645 $3,241  12%
              

Income from continuing operations by business

                   
 

Retail banking

 $375 $273  37%$789 $493  60%
 

Citi-branded cards

  199  6  NM  361  34  NM 
              
  

Total

 $574 $279  NM $1,150 $527  NM 
              

NM
Not meaningful

2Q10 vs. 2Q09

Revenues, net income available to common shareholdersof interest expense, increased 10%, reflecting higher cards purchase sales, investment sales, loan and EPS). For trust preferred securities exchanged for common stock, the carrying amount currently recorded as long-term debt will be de-recognizeddeposit volumes, and the common stock issued will be recorded at fair valueimpact of FX translation, partially offset by spread compression in retail banking.

Net interest revenue was 8% higher than the Common Stockprior-year period, mainly due to higher lending and deposit volumes and the Additional Paid-in Capital accounts in equity. The difference betweenimpact of FX translation. Average loans and deposits were up 15% and 11%, respectively. Spreads for branded cards remained relatively flat, while retail banking spreads declined marginally, due to mix and a continued low interest rate environment relative to the carrying amount of the trust preferred securitiesprior-year quarter.

Non-interest revenue increased 16%, primarily due to higher investment revenues, higher cards purchase sales, higher revenues from deposit products, and the fair valueimpact of FX translation.

Operating expenses increased 12%, primarily due to the common stock will be recordedimpact of FX translation. Excluding the impact of FX translation, the increase was driven primarily by an increase in volumes and higher investment spending.

Provisions for loan losses and for benefits and claims decreased 73%, mainly due to the impact of a $112 million loan loss reserve release in the current earningsquarter, compared to a $156 million loan loss reserve build in the prior-year quarter, and a decrease in net credit losses of the period in which the transaction will occur.

        The following table presents31%. These declines were partially offset by the impact of FX translation. Delinquencies and net credit losses continued to decline from their peak level in the completionsecond quarter of all stages2009 as the region benefitted from continued economic recovery and increased levels of customer activity, with India showing the exchange offersmost significant improvement. The cards net credit loss ratio decreased from 5.94% in the prior-year quarter to Citigroup's common shares outstanding and3.90% in the current quarter. The retail banking net credit loss ratio decreased from 1.10% in the prior-year quarter to its balance sheet:

(in millions of dollars, except incremental number of Citigroup common shares)
 Impact on 
Security Notional
Amounts
 Converting
Into
 Incremental
Number of
Citigroup
Common
Shares
 Date of
Settlement
 Other
Assets(4)
 Long-
Term
Debt
 Preferred
Stock
 Common
Stock
 Additional
Paid In
Capital
 Income
Statement(3)
 Retained
Earnings(2)
 
 
  
  
 (in millions)
  
  
  
  
  
  
  
  
 

Convertible Preferred Stock held by Private Investors

 $12,500 Interim
Securities/
Common
Stock(1)
  3,846  7/23/2009 $   $(12,500)$38 $21,801 $ $(9,340)

Convertible Preferred Stock held by Public Investors

  3,146 Common
Stock
  823  7/29/2009      (3,146) 8  5,127    (1,990)

Non-Convertible Preferred Stock held by Public Investors

  11,465 Common
Stock
  3,351  7/29/2009      (11,465) 34  9,116    2,316 

Trust Preferred Securities held by Public Investors

  5,760 Common
Stock
  1,660  7/29/2009  (622)* (6,034)*   17  4,515  893* 893*

USG TARP Preferred Stock matching the Preferred Stock held by Private Investors

  12,500 Interim
Securities/
Common
Stock(1)
  3,846  7/23/2009      (11,924) 38  10,615    1,270 

USG TARP Preferred Stock matching the Preferred Stock and Trust Preferred Securities held by Public Investors

  12,500 Interim
Securities/
Common
Stock(1)
  3,846  7/30/2009      (11,926) 38  10,615    1,272 

USG TARP Preferred Stock

  20,000 TruPS    7/30/2009  (2,883) 12,004  (19,514)       4,627 

Non-Convertible Preferred Stock held by U.S. Treasury and FDIC related to covered asset guarantee (loss-sharing agreement)

  7,059 TruPS    7/30/2009  (503) 4,237  (3,530)       (1,210)

Total

       17,372    $(4,008)$10,207 $(74,005)$173 $61,789 $893 $(2,162)

*
Preliminary and subject to change

Note:    Table may not foot due to roundings.

Summary0.61% in the current quarter.

        The additional estimated $60 billion2Q10 YTD vs. 2Q09 YTD

Revenues, net of TCE is primarily the result of the exchange of approximately $74 billion carrying amount of preferred shares and $6 billion carrying value of trust preferred securities for 17,372 million shares of common stock and approximately $27.1 billion liquidation amount of trust preferred securities (recorded as Long-term Debt at its fair value of $16.2 billion). This resulted in an increase to common stock and APIC of $62 billion and a reduction inRetained earningsinterest expense, of approximately $2 billion, for a total increase in TCE of approximately $60 billion.

        The additional $64 billion of Tier 1 Common includesincreased 12%, driven by higher cards purchase sales, investment sales and loan and deposit volumes, and the impact of FX translation, partially offset by spread compression in retail banking.

Net interest revenue was 9% higher than the above plusprior-year period, mainly due to higher lending and deposit volumes and the impact of FX translation, offset by lower spreads.


Table of Contents

Non-interest revenue increased 23%, primarily due to higher investment revenues, higher cards purchase sales, and the impact of FX translation.

Operating expenses increased 13%, primarily due to the impact of FX translation, increase in volumes and higher investment spending.

Provisions for loan losses and for benefits and claims decreased 62%, mainly due to the impact of a reductionnet loan loss reserve release of $150 million in the disallowed Deferred tax asset (which increases Tier 1 Common) that arises fromfirst half of 2010, compared to a $351 million loan loss reserve build in the accounting for the transactions. TCEprior-year period, and Tier 1 Common are non-GAAP financial measures. See "Capital Resources and Liquidity" below for additional information on these measures, including a reconciliation to the most directly comparable GAAP measures.

(1)
Upon shareholder approval of the increase19% decline in Citigroup's authorized common stock, the interim securities will be automatically converted into common stock (anticipated in early September 2009).

(2)
TheRetained earnings impact primarily reflects:

a)
Difference between the carrying value of the preferred stock exchanged versus the fair value of the common stock and trust preferred securities issued.

b)
Value of inducement offer to the convertible preferred stock holders (calculated as the incremental shares received in excess of the original terms multipliednet credit losses. These declines were partially offset by stock price on the commitment date).

c)
Estimated after-tax gain from extinguishment of debt associated with the trust preferred securities held by public investors.

(3)
Estimated after-tax gain to be reflected in third quarter 2009 earnings of approximately $0.9 billion from the extinguishment of debt associated with the trust preferred securities held by public investors.

(4)
Primarily represents the impact on deferred taxes of the various exchange transactions, which will benefit Tier 1 Common and Tier 1 Capital.

        Earnings per share in the third quarter of 2009 will be impacted by (1) the increase in shares outstanding as a result of the issuance of common shares and interim securities and the timing thereof, (2) the net impact toRetained earnings and income statement resulting from the preferred share and trust preferred securities exchange and (3) dividends on USG preferred shares accrued up to the date of their conversion to interim securities and trust preferred securities.FX translation.


Table of Contents

TAX BENEFITS PRESERVATION PLAN
INSTITUTIONAL CLIENTS GROUP

        AsInstitutional Clients Group (ICG) includesSecurities and Banking andTransaction Services.ICG provides corporate, institutional and ultra-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 over 95 countries. At June 30, 2009, Citigroup2010,ICG had recognizedapproximately $944 billion of average assets and $427 billion of deposits.

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2010 2009 2010 2009 

Commissions and fees

 $1,086 $1,019  7% 2,194  1,978  11%

Administration and other fiduciary fees

  615  712  (14) 1,336  1,420  (6)

Investment banking

  592  1,240  (52) 1,545  2,181  (29)

Principal transactions

  1,632  880  85  4,976  7,830  (36)

Other

  564  699  (19) 925  1,046  (12)
              
 

Total non-interest revenue

 $4,489 $4,550  (1)% 10,976  14,455  (24)%
 

Net interest revenue (including dividends)

  3,968  4,634  (14) 7,921  9,303  (15)
              

Total revenues, net of interest expense

 $8,457 $9,184  (8)% 18,897  23,758  (20)%

Total operating expenses

  5,108  4,365  17  9,656  8,260  17 
 

Net credit losses

  43  169  (75) 145  246  (41)
 

Provision for unfunded lending commitments

  (22) 83  NM  (29) 115  NM 
 

Credit reserve build (release)

  (231) 612  NM  (411) 924  NM 
 

Provisions for benefits and claims

             
              

Provisions for credit losses and for benefits and claims

 $(210)$864  NM  (295) 1,285  NM 
              

Income from continuing operations before taxes

 $3,559 $3,955  (10)% 9,536  14,213  (33)%

Income taxes

  940  1,143  (18) 2,770  4,361  (36)
              

Income from continuing operations

 $2,619 $2,812  (7)% 6,766  9,852  (31)%

Net income attributable to noncontrolling interests

  20  3  NM  46     
              

Net income

 $2,599 $2,809  (7)% 6,720  9,852  (32)%
              

Average assets(in billions of dollars)

 $944 $835  13% 935  832  12%

Return on assets

  1.10% 1.35%    1.45% 2.39%   
              

Revenues by region

                   
 

North America

 $3,263 $2,377  37% 7,455  7,982  (7)%
 

EMEA

  2,610  3,418  (24) 5,958  8,484  (30)
 

Latin America

  914  1,389  (34) 1,865  2,532  (26)
 

Asia

  1,670  2,000  (17) 3,619  4,760  (24)
              

Total revenues

 $8,457 $9,184  (8)% 18,897  23,758  (20)%
              

Income from continuing operations by region

                   
 

North America

 $1,005 $149  NM  2,588  2,784  (7)%
 

EMEA

  673  1,096  (39)% 2,011  3,593  (44)
 

Latin America

  350  677  (48) 779  1,249  (38)
 

Asia

  591  890  (34) 1,388  2,226  (38)
              

Total income from continuing operations

 $2,619 $2,812  (7)% 6,766  9,852  (31)%
              

Average loans by region(in billions of dollars)

                   
 

North America

 $68 $55  24%         
 

EMEA

  37  48  (23)         
 

Latin America

  21  21            
 

Asia

  34  28  21          
              

Total average loans

 $160 $152  5%         
              

NM
Not meaningful

Table of Contents


SECURITIES AND BANKING

Securities and Banking (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 deferred tax assetsworth 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.

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2010 2009 2010 2009 

Net interest revenue

 $2,570 $3,179  (19)%$5,135 $6,442  (20)%

Non-interest revenue

  3,385  3,522  (4) 8,823  12,459  (29)
              

Revenues, net of interest expense

 $5,955 $6,701  (11)%$13,958 $18,901  (26)%

Total operating expenses

  3,938  3,277  20  7,335  6,098  20 
 

Net credit losses

  42  172  (76) 143  246  (42)
 

Provisions for unfunded lending commitments

  (22) 83  NM  (29) 115  NM 
 

Credit reserve build (release)

  (196) 604  NM  (358) 918  NM 
 

Provisions for benefits and claims

             
              

Provisions for credit losses and benefits and claims

 $(176)$859  NM $(244)$1,279  NM 
              

Income before taxes and noncontrolling interests

 $2,193 $2,565  (15)%$6,867 $11,524  (40)%

Income taxes (benefits)

  508  727  (30) 1,976  3,550  (44)

Income from continuing operations

  1,685  1,838  (8) 4,891  7,974  (39)

Net income attributable to noncontrolling interests

  15      36  1  NM 
              

Net income

 $1,670 $1,838  (9)%$4,855 $7,973  (39)%
              

Average assets(in billions of dollars)

 $877 $776  13%$869 $773  12%

Return on assets

  0.76% 0.95%    1.13% 2.08%   
              

Revenues by region

                   
 

North America

 $2,627 $1,721  53%$6,180 $6,737  (8)%
 

EMEA

  1,762  2,558  (31) 4,277  6,780  (37)
 

Latin America

  558  1,049  (47) 1,165  1,849  (37)
 

Asia

  1,008  1,373  (27) 2,336  3,535  (34)
              

Total revenues

 $5,955 $6,701  (11)%$13,958 $18,901  (26)%
              

Income (loss) from continuing operations by region

                   
 

North America

 $839  (32) NM $2,263 $2,465  (8)%
 

EMEA

  355  746  (52)% 1,387  2,917  (52)
 

Latin America

  197  527  (63) 469  939  (50)
 

Asia

  294  597  (51) 772  1,653  (53)
              

Total income from continuing operations

 $1,685  1,838  (8)%$4,891 $7,974  (39)%
              

Securities and Banking revenue details

                   
 

Fixed income markets

 $3,713  5,569  (33)%$9,093 $15,592  (42)%
 

Total investment banking

  674  1,161  (42) 1,731  2,144  (19)
 

Equity markets

  652  1,101  (41) 1,865  2,706  (31)
 

Lending

  522  (1,104) NM  765  (1,467) NM 
 

Private bank

  512  481  6  1,006  985  2 
 

Other Securities and Banking

  (118) (507) 77  (502) (1,059) 53 
              

Total Securities and Banking revenues

 $5,955  6,701  (11)%$13,958 $18,901  (26)%
              

NM
Not meaningful

2Q10 vs. 2Q09

Revenues, net of approximately $42interest expense, were $6.0 billion, compared to $6.7 billion in the prior-year quarter, resulting from a portiondecrease in fixed income markets, equity markets and investment banking revenues, partially offset by an increase in lending and private bank revenues. Fixed income markets revenues (excluding credit value adjustment (CVA), net of which is includedhedges, of $0.2 billion and $(0.2) billion in TCE. Citi's abilitythe current period and prior-year quarter, respectively) declined $2.3 billion to utilize its deferred tax assets to offset future taxable income may be significantly limited if Citi experiences an "ownership change", as defined in Section 382$3.5 billion, with a majority of the Internal Revenue Codedecline coming from weaker results in Credit Products and Securitized Products, which reflected a challenging market environment. Equity markets revenues (excluding CVA 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$32 million and $(0.7) billion in the Code) that exceeds 50 percentage points overcurrent period and prior-year quarter, respectively) declined $1.2 billion to $0.6 billion, driven by lower results in Derivatives, reflecting lower market and client volumes, and increased volatility. CVA increased $1.2 billion to $0.3 billion, mainly due to a rolling three-year period. As such, if the Company experiences an ownership change, its TCE may be reduced.

        While the common stock issued pursuant to the private and public exchange offers (described above) did not result in an ownership change under the Code, the common stock issued did increase the cumulative change percentage for Section 382 purposes. On June 9, 2009, the board of directorswidening of Citigroup adoptedspreads throughout the current quarter, compared to a tax benefits preservation plan (the "Plan"). The purpose of the Plan is to minimize the likelihood of an ownership change occurring for Section 382 purposes and thus protect Citigroup's ability to utilize certain of its deferred tax assets, such as net operating loss and tax credit carry forwards, to offset future income.

        In connection with the adoption of the Plan, Citigroup's board of directors declared a dividend of one preferred stock purchase right (a "Right") for each outstanding (i) share of common and (ii) 1-millionth of a share of the interim securities. The dividend was paid to holders of record of Citigroup's common stock on June 22, 2009. Shares of Citigroup's common stock and interim securities issued after June 22, 2009 will be issued with the Right attached. The terms and conditions of the Rights are set forthcontraction in the Tax Benefits Preservation Plan attached as Exhibit 4.1 to Citigroup's Form 8-K filed with the SEC on June 10, 2009.prior-year quarter. Investment banking revenues


THE SUPERVISORY CAPITAL ASSESSMENT PROGRAMTable of Contents

        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 was required to increase its previously announced plan to increase Tier 1 Common by an additional $5.5 billion. See "Events in 2009—Public and Private Exchange Offers" above. In addition, Citi was required to develop and submit a capital plan to the FRB and FDIC. The Company submitted its capital plan to the regulators on June 8, 2009, as required. For additional information on the requirements of the capital plan, as well as other information on SCAP, see the "Events in 2009" section of the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2009.

LOSS-SHARING AGREEMENT

        On January 15, 2009, Citigroup issued preferred shares to the 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. The Company is required to absorb the first $39.5 billion of qualifying losses under the agreement, plus 10% of the remaining losses incurred.

        As a result of receipt of principal repayments and charge-offs, the total asset pool has declined by approximately $35 billion from the original $301decreased $0.5 billion to approximately $266.4 billion. Approximately $2.5$0.7 billion, also reflecting lower client market activity levels. Debt and equity underwriting revenues declined, reflecting lower overall issuance volumes, and advisory revenues decreased due to fewer completed deals, as a number of GAAP losses on the asset poolanticipated closings were recorded inmoved out of the second quarter of 2009, bringing2010. Lending revenues increased from $(1.1) billion to $0.5 billion, driven by gains from spread widening on credit default swap hedges.

Operating expenses increased 20% to $3.9 billion, mainly driven by the GAAPU.K. bonus tax of approximately $400 million. Expenses in the current quarter also reflected select investments in the businesses.

Provisions for credit losses and for benefits and claims decreased by $1.0 billion to date to approximately $5.3 billion. See "TARP and Other Regulatory Programs—U.S. Government Loss-Sharing Agreement" below.

        The shares of preferred stock issued$(176) million, primarily attributable to the UST and FDICimpact of a $218 million credit reserve release in considerationthe current quarter, compared to a $687 million build in the prior-year quarter, as improvements continued in the corporate loan portfolio.

2Q10 YTD vs. 2Q09 YTD

Revenues, net of interest expense, were $14.0 billion, compared to $18.9 billion for the loss-sharing agreement were subsequently exchanged into newly issued 8% trust preferred securities pursuantprior-year period, which was driven by a particularly strong 2009 first half due to robust fixed income markets and CVA. The decrease was partially offset by an increase in lending revenues, due to gains from spread widening on credit default swap hedges.

Operating expenses increased 20% to $7.3 billion, mainly driven by the U.K. bonus tax, higher transaction and compensation costs, and a litigation reserve release in the first half of 2009.

Provisions for credit losses and for benefits and claims decreased by $1.5 billion to $(244) million, primarily attributable to the exchange offers,impact of a $387 million credit reserve release in the first half of 2010, compared to a $1.0 billion build in the prior-year period, as described under "Public and Private Exchange Offers" above. For additional information ofimprovements continued in the warrant issued to the UST as part of this transaction, see "TARP and Other Regulatory Programs" below.corporate loan portfolio.


Table of Contents

ITEMS IMPACTING CITICORP—SECURITIES AND BANKING
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 is generated from net interest revenue on deposits in TTS and SFS, as well as from trade loans and from fees for transaction processing and fees on assets under custody in SFS.

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2010 2009 2010 2009 

Net interest revenue

 $1,398 $1,455  (4)%$2,786 $2,861  (3)%

Non-interest revenue

  1,104  1,028  7  2,153  1,996  8 
              

Total revenues, net of interest expense

 $2,502 $2,483  1%$4,939 $4,857  2%

Total operating expenses

  1,170  1,088  8  2,321  2,162  7 

Provisions for loan losses and for benefits and claims

  (34) 5  NM  (51) 6  NM 
              

Income before taxes and noncontrolling interests

 $1,366 $1,390  (2)%$2,669 $2,689  (1)%

Income taxes

  432  416  4  794  811  (2)

Income from continuing operations

  934  974  (4) 1,875  1,878   

Net income attributable to noncontrolling interests

  5  3  67  10  (1) NM 
              

Net income

 $929 $971  (4)%$1,865 $1,879  (1)%
              

Average assets(in billions of dollars)

 $67 $59  14%$66 $59  12%

Return on assets

  5.56% 6.60%    5.70% 6.42%   
              

Revenues by region

                   
 

North America

 $636 $656  (3)%$1,275 $1,245  2%
 

EMEA

  848  860  (1) 1,681  1,704  (1)
 

Latin America

  356  340  5  700  683  2 
 

Asia

  662  627  6  1,283  1,225  5 
              

Total revenues

 $2,502 $2,483  1%$4,939 $4,857  2%
              

Revenue Details

                   
 

Treasury and Trade Solutions

 $1,805 $1,793  1%$3,586 $3,543  1%
 

Securities and Fund Services

  697  690  1  1,353  1,314  3 
              

Total revenues

 $2,502 $2,483  1%$4,939 $4,857  2%
              

Income from continuing operations by region

                   
 

North America

 $166 $181  (8)%$325 $319  2%
 

EMEA

  318  350  (9) 624  676  (8)
 

Latin America

  153  150  2  310  310   
 

Asia

  297  293  1  616  573  8 
              

Total income from continuing operations

 $934 $974  (4)%$1,875 $1,878   
              

Key indicators(in billions of dollars)

                   

Average deposits and other customer liability balances

 $320 $288  11%         

EOP assets under custody(in trillions of dollars)

  11.3  11.4  (1)         
              

NM
Not meaningful

2Q10 vs. 2Q09

Revenues, net of interest expense, grew 1%, as improvement in fees in both the TTS and SFS businesses more than offset spread compression. TTS revenue increased 1%, driven primarily by growth in Trade and Cards businesses. SFS revenues increased 1%, driven by higher volumes and increased client activity.

Operating expenses increased 8%, primarily due to continued investment spending required to support future business growth, as well as higher transaction-related costs and the U.K. bonus tax.

Provisions for loan losses and for benefits and claims declined by $39 million, primarily attributable to a credit reserve release of $35 million.

Citicorp—2Q10 YTD vs. 2Q09 YTD

Revenues, net of interest expense, grew 2% as improvement in fees in both the TTS and SFS businesses more than offset spread compression. TTS revenue increased 1%, driven primarily by growth in Trade and Cards businesses. SFS revenues increased 3%, driven by higher volumes and client activity.

Operating expenses increased 7%, primarily due to continued investment spending required to support future business growth, as well as higher transaction related costs and the U.K. bonus tax.

Provisions for loan losses and for benefits and claims declined by $57 million, primarily attributable to a credit reserve release of $53 million.


Table of Contents


CITI HOLDINGS

        Citi Holdings contains businesses and portfolios of assets that Citigroup has determined are not central to its core Citicorp businesses. 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 in an economically rational manner through business divestitures, portfolio run-offs and asset sales. Citi has made substantial progress divesting and exiting businesses from Citi Holdings, having completed more than 20 divestiture transactions since the beginning of 2009 through June 30, 2010, including Smith Barney, Nikko Cordial Securities, Nikko Asset Management, Primerica Financial Services, Credit Card businesses and Diners Club North America. Citi Holdings' GAAP assets have been reduced by approximately 20%, or $117 billion, from the second quarter of 2009, and 44% from the peak in the first quarter of 2008. Citi Holdings' GAAP assets of $465 billion represent approximately 24% of Citi's assets as of June 30, 2010. Citi Holdings' risk-weighted assets of approximately $400 billion represent approximately 40% of Citi's risk-weighted assets as of June 30, 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.

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2010 2009 2010 2009 

Net interest revenue

 $3,971 $4,162  (5)%$8,346 $9,219  (9)%

Non-interest revenue

  948  11,163  (92) 3,123  9,200  (66)
              

Total revenues, net of interest expense

 $4,919 $15,325  (68)%$11,469 $18,419  (38)%
              

Provisions for credit losses and for benefits and claims

                   

Net credit losses

 $4,998 $6,781  (26)%$10,239 $12,808  (20)%

Credit reserve build (release)

  (800) 2,645  NM  (460) 4,282  NM 
              

Provision for loan losses

 $4,198 $9,426  (55)%$9,779 $17,090  (43)%

Provision for benefits and claims

  185  267  (31) 428  557  (23)

Provision for unfunded lending commitments

  (45) 52  NM  (71) 80  NM 
              

Total provisions for credit losses and for benefits and claims

 $4,338 $9,745  (55)%$10,136 $17,727  (43)%
              

Total operating expenses

 $2,424 $3,609  (33)%$4,998 $7,794  (36)%
              

Income (loss) from continuing operations before taxes

 $(1,843)$1,971  NM $(3,665)$(7,102) 48%

Income taxes (benefits)

  (646) 789  NM  (1,592) (2,799) 43 
              

Income (loss) from continuing operations

 $(1,197)$1,182  NM $(2,073)$(4,303) 52%

Net income (loss) attributable to noncontrolling interests

  8  (37) NM  19  (48) NM 
              

Net income (loss)

 $(1,205)$1,219  NM $(2,092)$(4,255) 51%
              

Balance sheet data(in billions of dollars)

                   

Total EOP assets

 $465 $582  (20)%         
              

Total EOP deposits

 $82 $84  (2)%         
              

Total GAAP Revenues

 $4,919 $15,325  (68)%$11,469 $18,419  (38)%
 

Net Impact of Credit Card Securitization Activity(1)

    1,482  NM    2,450  NM 
              

Total Managed Revenues

 $4,919 $16,807  (71)%$11,469 $20,869  (45)%
              

GAAP Net Credit Losses

 $4,998 $6,781  (26)%$10,239 $12,808  (20)%
 

Impact of Credit Card Securitization Activity(1)

    1,278  NM    2,335  NM 
              

Total Managed Net Credit Losses

 $4,998 $8,059  (38)%$10,239 $15,143  (32)%
              

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

NM
Not meaningful

Table of Contents


BROKERAGE AND ASSET MANAGEMENT

Brokerage and Asset Management (BAM), which constituted approximately 6% of Citi Holdings by assets as of June 30, 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 sale of Smith Barney (SB) to the MSSB JV and Nikko Cordial Securities. At June 30, 2010,BAM had approximately $30 billion of assets, primarily consisting of Citi's investment in, and assets related to, the MSSB JV. Morgan Stanley has options to purchase Citi's remaining stake in the MSSB JV over three years starting in 2012.

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2010 2009 2010 2009 

Net interest revenue

 $(71)$162  NM $(136)$526  NM 

Non-interest revenue

  212  12,058  (98)% 617  13,301  (95)%
              

Total revenues, net of interest expense

 $141 $12,220  (99)%$481 $13,827  (97)%
              

Total operating expenses

 $258 $1,044  (75)%$523 $2,543  (79)%
              
 

Net credit losses

 $1 $   $12 $   
 

Credit reserve build (release)

  (3) 3  NM  (10) 46  NM 
 

Provision for benefits and claims

  9  8  13% 18  19  (5)%
 

Provision for unfunded lending commitments

  (6)     (6)    
              

Provisions for credit losses and for benefits and claims

 $1 $11  (91)%$14 $65  (78)%
              

Income from continuing operations before taxes

 $(118)$11,165  NM $(56)$11,219  (100)%

Income taxes (benefits)

  (30) 4,390  NM  (49) 4,410  NM 
              

Income from continuing operations

 $(88)$6,775  NM $(7)$6,809  (100)%

Net (loss) attributable to noncontrolling interests

  7  6  17% 2  (11) NM 
              

Net income (loss)

 $(95)$6,769  NM $(9)$6,820  (100)%
              

EOP assets(in billions of dollars)

 $30 $51  (41)%         

EOP deposits(in billions of dollars)

  57  56  2          
              

NM    Not meaningful

2Q10 vs. 2Q09

Revenues, net of interest expense, decreased 99% primarily due to the absence of the $11.1 billion pre-tax gain on sale ($6.7 billion after-tax) on the sale of SB which closed on June 1, 2009. Excluding the gain, revenue declined $1.0 billion, or 88%, driven primarily by the absence of SB revenues.

Operating expenses decreased 75% from the prior-year quarter, mainly due to the absence of SB expenses.

Provisions for credit losses and for benefits and claims declined 91%, mainly reflecting lower reserve builds of $6 million and lower provisions for unfunded lending commitments of $6 million.

Assets declined 41% versus the prior year, primarily driven by the sale of Nikko Cordial Securities and Banking SignificantNikko Asset Management.

2Q10 YTD vs. 2Q09 YTD

Revenues, net of interest expense, decreased 97% primarily due to the absence of the $11.1 billion pre-tax gain on the sale of SB ($6.7 billion after-tax) which closed on June 1, 2009. Excluding the gain, revenue declined $2.3 billion, or 83%, driven primarily by the absence of SB revenues.

Operating expenses decreased 79% from the prior-year period, primarily driven by the absence of expenses from the SB and Nikko businesses.

Provisions for credit losses and for benefits and claims declined 78% primarily due to lower reserve builds of $56 million, partially offset by increased net credit losses of $12 million.


Table of Contents


LOCAL CONSUMER LENDING

Local Consumer Lending (LCL), which constituted approximately 70% of Citi Holdings by assets as of June 30, 2010, includes a portion of Citigroup's North American mortgage business, retail partner cards, Western European cards and retail banking, CitiFinancial North America, Student Loan Corporation and other local consumer finance businesses globally. At June 30, 2010,LCL had $323 billion of assets ($294 billion inNorth America). Approximately $143 billion of assets inLCL as of June 30, 2010 consisted of U.S. mortgages in the company's CitiMortgage and CitiFinancial operations. The North American assets consist of residential mortgage loans (first and second mortgages), retail partner card loans, student loans, personal loans, auto loans, commercial real estate, and other consumer loans and assets.

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2010 2009 2010 2009 

Net interest revenue

 $3,688 $3,185  16%$7,708 $6,889  12%

Non-interest revenue

  518  296  75  1,168  2,613  (55)
              

Total revenues, net of interest expense(1)

 $4,206 $3,481  21%$8,876 $9,502  (7)%
              

Total operating expenses

 $2,046 $2,376  (14)%$4,224 $4,846  (13)%
              
 

Net credit losses

 $4,535 $5,144  (12)%$9,473 $9,661  (2)%
 

Credit reserve build (release)

  (421) 2,784  NM  (35) 4,346  NM 
 

Provision for benefits and claims

  176  259  (32) 410  538  (24)
 

Provision for unfunded lending commitments

             
              

Provisions for credit losses and for benefits and claims

 $4,290 $8,187  (48)%$9,848 $14,545  (32)%
              

Income (Loss) from continuing operations before taxes

 $(2,130)$(7,082) 70%$(5,196)$(9,889) 47%

Income taxes (benefits)

  (900) (2,735) 67  (2,128) (3,971) 46 
              

Income (Loss) from continuing operations

 $(1,230)$(4,347) 72%$(3,068)$(5,918) 48%

Net income attributable to noncontrolling interests

  7  5  40  7  11  (36)
              

Net income (loss)

 $(1,237)$(4,352) 72%$(3,075)$(5,929) 48%
              

Average assets(in billions of dollars)

 $333 $358  (7)%$344 $363  (5)%
              

Net credit losses as a percentage of average managed loans(2)

  6.03% 7.48%            
              

Revenue by business

                   
 

International

 $444 $689  (36)%$779 $2,713  (71)%
 

Retail Partner Cards

  2,113  789  NM  4,319  2,316  86 
 

North America (ex Cards)

  1,649  2,003  (18) 3,778  4,473  (16)
              
  

Total GAAP Revenues

 $4,206 $3,481  21%$8,876 $9,502  (7)%
 

Net impact of credit card securitization activity(1)

    1,482  NM    2,450  NM 
              
 

Total Managed Revenues

 $4,206 $4,963  (15)%$8,876 $11,952  (26)%
              

Net Credit Losses by business

                   
 

International

 $495 $962  (49)%$1,107 $1,780  (38)%
 

Retail partner cards

  1,775  872  NM  3,707  1,773  NM 
 

North America (ex Cards)

  2,265  3,310  (32) 4,659  6,108  (24)
              
  

Total GAAP net credit losses

 $4,535 $5,144  (12)%$9,473 $9,661  (2)%
 

Net impact of credit card securitization activity(1)

    1,278  NM    2,335  NM 
              
 

Total Managed Net Credit Losses

 $4,535 $6,422  (29)%$9,473 $11,996  (21)%
              

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

(2)
See "Managed Presentations" below.

NM    Not meaningful

2Q10 vs. 2Q09

Revenues, net of interest expense, increased 21%, due to the adoption of SFAS 166/167, partially offset by lower balances due to portfolio run-off, asset sales and divestitures, and a higher mortgage repurchase reserve. Net interest revenue increased 16%, primarily due to the adoption of SFAS 166/167, partially offset by the impact of lower balances.

Operating expenses declined 14%, due to the impact of divestitures, 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. These items were partially offset by higher restructuring expense in the current quarter due to the previously announced restructuring of Citi Financial.

Provisions for credit losses and for benefits and claims decreased 48% from the prior quarter, reflecting a reserve release of $421 million, principally related to U.S. retail partner cards, in the current quarter, compared to a reserve build in the prior-year quarter of $2.8 billion. Lower net credit losses were partially offset by the impact of the adoption of SFAS 166/167. On a managed basis, net credit losses declined for the fourth consecutive quarter, driven by improvement in the international portfolios as well as U.S. mortgages and retail partner cards.

Assets declined 7% versus the prior year, primarily driven by portfolio run-off, higher loan loss reserve balances, and the impact of asset sales, partially offset by an increase of $41 billion resulting from the adoption of SFAS 166/167.


Table of Contents

2Q10 YTD vs. 2Q09 YTD

Revenues, net of interest expense, decreased 7% from the prior-year period. Net interest revenue increased 12% due to the adoption of SFAS 166/167, partially offset by the impact of lower balances due to portfolio run-off and asset sales. Non-interest revenue declined 55%, primarily due to the absence of the $1.1 billion gain on sale of Redecard in first quarter of 2009 and a higher mortgage repurchase reserve in the second quarter.

Operating expenses decreased 13%, primarily due to the impact of divestitures, lower volumes, re-engineering actions 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 credit losses and for benefits and claims decreased 32%, reflecting a net $35 million reserve release in the first half of 2010 compared to a $4.3 billion build in the comparable period of 2009. Lower net credit losses across most businesses were partially offset by the impact of the adoption of SFAS 166/167. On a managed basis, net credit losses were lower, driven by improvement in the international portfolios, as well as U.S. mortgages and retail partner cards.

Assets declined 5% 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.

Managed Presentations

 
 Second Quarter 
 
 2010 2009 

Managed credit losses as a percentage of average managed loans

  6.03% 7.48%

Impact from credit card securitizations(1)

    (0.74)
      

Net credit losses as a percentage of average loans

  6.03% 6.74%
      

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

Table of Contents


SPECIAL ASSET POOL

Special Asset Pool (SAP), which constituted approximately 24% of Citi Holdings by assets as of June 30, 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 June 30, 2010,SAP had $112 billion of assets.SAP assets have declined by $216 billion, or 66%, from peak levels in the fourth quarter of 2007, reflecting cumulative asset sales, write-downs and portfolio run-off.

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2010 2009 2010 2009 

Net interest revenue

 $354 $815  (57)%$774 $1,804  (57)%

Non-interest revenue

  218  (1,191) NM  1,338  (6,714) NM 
              

Revenues, net of interest expense

 $572 $(376) NM $2,112 $(4,910) NM 
              

Total operating expenses

 $120 $189  (37)%$251 $405  (38)%
              
 

Net credit losses

 $462 $1,637  (72)%$754 $3,147  (76)%
 

Provision for unfunded lending commitments

  (39) 52  NM  (65) 80  NM 
 

Credit reserve builds (release)

  (376) (142) NM  (415) (110) NM 
              

Provisions for credit losses and for benefits and claims

 $47 $1,547  (97)%$274 $3,117  (91)%
              

Income (loss) from continuing operations before taxes

 $405 $(2,112) NM $1,587 $(8,432) NM 

Income taxes (benefits)

  284  (866) NM  585  (3,238) NM 
              

Income (loss) from continuing operations

 $121 $(1,246) NM $1,002 $(5,194) NM 

Net income (loss) attributable to noncontrolling interests

  (6) (48) 88% 10  (48) NM 
              

Net income (loss)

 $127 $(1,198) NM $992 $(5,146) NM 
              

EOP assets(in billions of dollars)

 $112 $180  (38)%         
              

NM
Not meaningful

2Q10 vs. 2Q09

Revenues, net of interest expense, increased $948 million, driven by an improvement in net revenue marks, partially offset by recording $176 million of negative revenues ($70 million of which were included in the net revenue marks) as a result of the reclassifying assets in held-to-maturity to fair value (see "Second Quarter 2010 Executive Summary" above and "Reclassification of Held-to-Maturity Securities to Available-for-Sale" below). Revenues in the current quarter included positive marks of $1.0 billion on subprime-related direct exposures and non-credit accretion of $383 million, partially offset by write-downs on commercial real estate of $174 million and on Alt-A mortgages of $163 million.

Operating expenses decreased 37% driven by the absence of the U.S. government loss-sharing agreement, exited in the fourth quarter of 2009, and lower tax charges and compensation.

Provisions for credit losses and for benefits and claims decreased 97%, primarily driven by lower net credit losses of $1.2 billion and a larger reserve release of $234 million.

Assets declined 38% versus the prior-year quarter due to asset sales (including approximately $8 billion primarily through CDO liquidations), amortization and prepayments, partially offset by the impact of the adoption of SFAS 166/167.

2Q10 YTD vs. 2Q09 YTD

Revenues, net of interest expense, increased $7.0 billion primarily due to favorable net revenue marks relative to the prior-year period. Revenue Itemsyear-to-date includes positive marks of $1.9 billion on subprime-related direct exposures and Risk Exposurenon-credit accretion of $778 million, partially offset by write-downs on commercial real estate of $232 million and on Alt-A mortgages of $327 million.

Operating expenses decreased 38% mainly driven by lower volumes, lower transaction expenses, and the absence of the U.S. government loss-sharing agreement, exited in the fourth quarter of 2009.

Provisions for credit losses and for benefits and claims decreased 91%, primarily driven by a $2.4 billion decrease in net credit losses versus the prior-year period and higher reserve releases of $304 million.

 
 Pretax Revenue
Marks
(in millions)
 Risk Exposure
(in billions)
 
 
 Second Quarter 2009 Second Quarter 2008 June 30,
2009
 Mar. 31,
2009
 %
Change
 

Private Equity and equity investments

 $11 $(6) 1.8 $1.7  6%

Alt-A Mortgages(1)

  99  (48) 1.2  0.9  33 

Commercial Real Estate (CRE) positions(1)

  (32) (65) 7.0  6.2  13 

CVA on Citi debt liabilities under fair value option

  (1,452) (228) N/A  N/A   

CVA on derivatives positions, excluding monoline insurers

  597  48  N/A  N/A   
            

Total significant revenue items

 $(777)$(299)         
            

Table of Contents

        The following table provides details of the composition ofSAP assets as of June 30, 2010.

 
 Assets within Special Asset Pool as of
June 30, 2010
 
In billions of dollars Carrying
value
of assets
 Face value Carrying value
as % of face
value
 

Securities in Available-for-Sale (AFS)

          
 

Corporates

 $7.7 $7.8  98%
 

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

  7.1  8.6  83 
 

Auction rate securities (ARS)

  6.2  8.6  72 
 

Other securities(1)

  5.3  7.0  76 
 

Alt-A mortgages

  0.6  1.3  46 
        

Total securities in AFS

 $27.0 $33.3  81%
        

Securities in Held-to-Maturity (HTM)

          
 

Prime and non-U.S. MBS

 $8.3 $10.4  81%
 

Alt-A mortgages

  9.4  18.2  52 
 

Corporate securities

  6.1  7.0  87 
 

ARS

  1.0  1.2  78 
 

Other securities(2)

  3.3  4.3  76 
        

Total securities in HTM

 $28.1 $41.0  68%
        

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

          
 

Corporates

 $11.1 $12.1  92%
 

Commercial real estate (CRE)

  8.0  8.9  90 
 

Other

  2.1  2.5  82 
 

Loan loss reserves

  (3.2)   NM 
        

Total loans, leases and LCs in HFI/HFS

 $18.0 $23.4  77%
        

Mark to market

          
 

Subprime securities

 $0.8 $4.9  17%
 

Other securities(4)

  5.8  29.5  20 
 

Derivatives

  7.2  NM  NM 
 

Loans, leases and letters of credit

  3.7  5.4  67 
 

Repurchase agreements

  6.2  NM  NM 
        

Total mark-to-market

 $23.7  NM  NM 
        

Highly leveraged finance commitments

 $2.0 $3.2  62%

Equities (excludes ARS in AFS)

  5.9  NM  NM 

Monolines

  0.4  NM  NM 

Consumer and other(5)

  6.7  NM  NM 
        

Total

 $111.7       
        

(1)
Includes assets previously held by Citi-advised structured investment vehicles (SIVs) that are not otherwise included in the categories above ($3.1 billion of asset-backed securities (ABS), collateralized debt obligations (CDO)/CLOs and government bonds), ABS ($1.0 billion) and municipals ($0.9 billion).

(2)
Includes assets previously held by Citi-advised SIVs that are not otherwise included in the categories above ($2.3 billion of ABS, CDOs/CLOs and government bonds).

(3)
HFS accounts for approximately $1.4 billion of the total.

(4)
Includes $1.4 billion of corporate securities.

(5)
Includes $1.7 billion of small business banking and finance loans and $1.0 billion of personal loans.

Notes: Assets previously held by the Citi-advised SIVs have been allocated to the corresponding asset categories above.SAP had total CRE assets of $11.3 billion at June 30, 2010.

Excludes Discontinued Operations.

Totals may not sum due to rounding.

NM    Not meaningful


Table of Contents

Items Impacting SAP Revenues

        The table below provides additional information regarding the net revenue marks affecting theSAP during the second quarters of 2010 and 2009.

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

Subprime-related direct exposures(1)

 $1,046 $613 

CVA related to exposure to monoline insurers

  35  157 

Alt-A mortgages(2)(3)

  (163) (390)

CRE positions(2)(4)

  (174) (213)

CVA on derivatives positions, excluding monoline insurers(2)

  (54) 219 

SIV assets

  (123) 50 

Private equity and equity investments

  31  (73)

Highly leveraged loans and financing commitments(5)

    (237)

ARS proprietary positions(6)

  (8)  

CVA on Citi debt liabilities under fair value option

  8  (156)
      

Subtotal

 $598 $(31)

Accretion on reclassified assets(7)

  383  501 
      

Total selected revenue items

 $981 $470 
      

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

Private Equity and Equity Investments

        In the second quarter

(2)
Net of 2009, Citicorp recognized pretax gains of approximately $11 million on private equity and equity investments. Citicorp had $1.8 billion in private equity and equity investments securities at June 30, 2009, which increased approximately $85 million from March 31, 2009.

Alt-A Mortgage Securities

        In the second quarter of 2009, Citigroup recorded pretax gains of approximately $99 million, net of hedges, on Alt-A mortgage securities held in Citicorp. hedges.

(3)
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.

        Citicorp had $1.2 billion in Alt-A mortgage securities at June 30, 2009, which increased $0.3 billion from March 31, 2009. Of the $1.2 billion, approximately $0.7 billion was classified asTrading account assets and $0.5 billion was classified as available-for-sale investments.

Commercial Real Estate

        Citicorp's commercial real estate (CRE) exposure is split into three categories: assets held at fair value; held to maturity/held for investment; and equity. During the second quarter of 2009, pretax losses of $32 million, net of hedges, were booked on exposures recorded at fair value. Citicorp had $7.0 billion in

(4)
Excludes CRE positions at June 30, 2009, which increased $0.8 billion from March 31, 2009. See "Exposure to Commercial Real Estate" below for a further discussion.

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

        Under SFAS 157 (ASC 820-10-35-18), 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 second quarter of 2009, Citicorp recorded losses of approximately $1,452 million on its fair value option liabilities (excluding derivative liabilities) principally due to narrowing (improving) of the Company's credit spreads.

Credit Valuation Adjustment on Derivative Positions, excluding Monoline insurers

        During the second quarter of 2009, Citicorp recorded pretax net gain of approximately $597 million on its derivative positions due to the narrowing of the credit default swap spreads of the Company's counterparties on its derivativeSIV assets. A majority of the gains were offset by losses due to narrowing in the Company's own credit spreads on the Company's derivative liabilities. See "Derivatives" below for a further discussion.

        See, generally, "Managing Global Risk" below for additional information on the risk exposures discussed above.


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ITEMS IMPACTING CITI HOLDINGS

Citi Holdings Significant Revenue Items and Risk Exposure Predominantly in Special Asset Pool

 
 Pretax Revenue
(in millions)
 Risk Exposure
(in billions)
 
 
 Second Quarter 2009 Second Quarter 2008 June 30,
2009
 Mar. 31,
2009
 %
Change
 

Sub-prime related direct exposures

 $613 $(3,395)$9.6 $10.2  (6)%

Private Equity and equity investments

  (37) 183  6.2  6.0  3 

Alt-A Mortgages(1)

  (390) (277) 10.0  11.6  (14)

Highly leveraged loans and financing commitments(2)

  (237) (428) 8.5  9.5  (11)

Commercial Real Estate (CRE) positions(1)(3)

  (354) (480) 28.6  29.9  (4)

Structured Investment Vehicles' (SIVs) Assets

  50  11  16.2  16.2   

Auction Rate Securities (ARS) proprietary positions

    197  8.3  8.5  (2)

CVA related to exposure to monoline insurers

  157  (2,428) N/A  N/A   

CVA on Citi debt liabilities under fair value option

  (156)   N/A  N/A   

CVA on derivatives positions, excluding monoline insurers

  804  52  N/A  N/A   
            

Subtotal

 $450 $(6,565)         

Accretion on reclassified assets

  501            
            

Total significant revenue items

 $951 $(6,565)         
            

(1)
Net of hedges.

(2)(5)
Net of underwriting fees.

(3)(6)
Excludes CRE positions that are included in the SIV portfolio.

Subprime-Related Direct Exposures

        In the second quarterwrite-downs of 2009, Citi Holdings recorded gains of approximately $613 million, net of hedges, on its subprime-related direct exposures. The Company's remaining $9.6 billion in U.S. subprime net direct exposure in Citi Holdings at June 30, 2009 consisted of (i) approximately $8.3 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 $1.4 billion of subprime-related exposures in its lending and structuring business. See "U.S. Subprime-Related Direct Exposures" below for a further discussion of such exposures and the associated marks recorded.

Private Equity and Equity Investments

        In the second quarter of 2009, Citi Holdings recognized pretax losses of approximately $37 million on private equity and equity investments. Citi Holdings had $6.2 billion in private equity and equity investments securities at June 30, 2009, which increased approximately $150 million from March 31, 2009.

Alt-A Mortgage Securities

        In the second quarter of 2009, Citigroup recorded pretax losses of approximately $390 million, net of hedges, on Alt-A mortgage securities held in Citi Holdings. For these purposes, Alt-A mortgage securities are non-agency residential mortgage-backed securities (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.

        Citi Holdings had $10.0 billion in Alt-A mortgage securities at June 30 2009, which decreased $1.6 billion from March 31, 2009. Of the $10.0 billion, approximately $0.4 billion was classified asTrading account assets, on which $29 million of fair value losses, net of hedging, was recorded in earnings, $0.1 billion was classified as available-for-sale (AFS) investments, and $9.5 billion was classified as held-to-maturity (HTM) investments. HTM securities decreased $1.1 billion from March 31, 2009, due to principal pay-downs and impairments recognized during the quarter.

Highly Leveraged Loans and Financing Commitments

        The Company recorded pretax losses of approximately $237 million on funded and unfunded highly leveraged finance exposures in the second quarter of 2009. Citigroup's exposure to highly leveraged financings totaled $8.5 billion at June 30, 2009 (approximately $8.1 billion in funded and $0.4 billion in unfunded commitments), reflecting a decrease of approximately $1.0 billion from March 31, 2009. See "Highly Leveraged Financing Transactions" below for a further discussion.

Commercial Real Estate

        Citi Holdings' commercial real estate (CRE) exposure is split into three categories: assets held at fair value; held to maturity/held for investment; and equity. During the second quarter of 2009, pretax losses of $213 million, net of hedges, were booked on exposures recorded at fair value, $135 million of losses were booked on equity method investments, and $6 million of impairments were booked on HTM positions. Citi Holdings had $28.6 billion in CRE positions at June 30, 2009, which decreased $1.3 billion from March 31, 2009. See "Exposure to Commercial Real Estate" below for a further discussion.

Monoline Insurers Credit Valuation Adjustment

        During the second quarter of 2009, Citi Holdings recorded a pretax gain on credit value adjustments (CVA) of approximately $157 million on its exposure to monoline insurers. CVA is calculated by applying forward default


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probabilities, which are derived using the counterparty's current credit spread, to the expected exposure profile. The exposure primarily relates to hedges on super senior subprime exposures that were executed with various monoline insurance companies. See "Direct Exposure to Monolines" below for a further discussion.

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

        Under SFAS 157 (ASC 820-10-35-18), 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 second quarter of 2009, Citi Holdings recorded a loss of approximately $156 million on its fair value option liabilities (excluding derivative liabilities) due to the narrowing of the Company's credit spreads.

Credit Valuation Adjustment on Derivative Positions, excluding Monoline insurers

        During the second quarter of 2009, Citi Holdings recorded a net gain of approximately $804 million on its derivative positions primarily due to the narrowing of the credit default swap spreads of the Company's counterparties on its derivative assets. See "Derivatives" below for a further discussion.

Accretion on Reclassified Assets

        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 second quarter of 2009, the Company recognized approximately $501 million of interest revenue from this accretion.

        See, generally, "Managing Global Risk" below for additional information on the risk exposures discussed above.


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DIVESTITURES

Joint Venture with Morgan Stanley

        Pursuant to a previously disclosed agreement, on June 1, 2009, Citi and Morgan Stanley established a joint venture (JV) that combines the Global Wealth Management platform of Morgan Stanley with Citi's Smith Barney, Quilter and Australia private client networks. Citi sold 100% of these businesses to Morgan Stanley in exchange for a 49% stake in the JV and an upfront cash payment of $2.75 billion. The Brokerage and Asset Management business recorded a pretax gain of approximately $11.1 billion ($6.7 billion after-tax) on this sale. Both Morgan Stanley and Citi will access the JV for retail distribution and each firm's institutional businesses will continue to execute order flow from the JV.

        In addition, as previously disclosed, on August 1, 2009, Citi sold its managed futures business to the Morgan Stanley Smith Barney JV. This sale will result in an after-tax gain of approximately $160 million in the third quarter of 2009 and will not impact Citi's 49% ownership stake in the JV.

Sale of Nikko Cordial Securities

        On May 1, 2009, Citigroup entered into 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. were not included in the transaction. Citi expects to recognize an immaterial after-tax gain on the transaction when the transaction closes. The transaction is expected to close by the end of the fourth quarter of 2009, subject to regulatory approvals and customary closing conditions. The results of Nikko Cordial are reflected as Discontinued Operations in the Company's Consolidated Financial Statements.

Sale of NikkoCiti Trust

        On July 1, 2009, Citigroup entered into a definitive agreement to sell all of the shares of NikkoCiti Trust and Banking Corporation (NCT) to Nomura Trust & Banking Co., Ltd. for an all cash consideration of $197 million, subject to certain closing purchase price adjustments. The sale is expected to close in the fourth quarter of 2009, subject to regulatory approvals and customary closing conditions.

OTHER ITEMS

Income Taxes

        The Company's effective tax rate on continuing operations was 17.1% in the second quarter of 2009 versus 51.2% in the prior-year period. The current quarter includes a tax benefit of $129 million in continuing operations (plus $34 million in discontinued operations) relating to the conclusion of an audit of various 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 June 30, 2009 for the items expected to be resolved is approximately $85 million plus gross interest of approximately $8 million. The potential net tax benefit to continuing operations could be approximately $90 million. This is in addition to the $110$2 million and $163 million benefits booked in the first and second quarters of 2009, respectively, for issues already resolved.

        The Company's net deferred tax asset of $41.6 billion at June 30, 2009 decreased by approximately $2.9 billion from December 31, 2008. The principal items reducing the deferred tax asset were approximately $1.4 billion due to an increase in other comprehensive income and approximately $1.2 billion in compensation tax benefits under SFAS 123(R)(ASC 718-740) which reducedadditional paid-in capital in 2009. Although realization is not assured, the Company believes that the realization of the recognized net deferred tax asset at June 30, 2009 is more likely than not based upon expectations of future taxable income in the jurisdictions in which it operates and available tax planning strategies.

SUBSEQUENT EVENTS

Public and Private Exchange Offers

        On July 23, 2009 and July 29, 2009, Citigroup closed its exchange offers with the private and public holders of preferred stock and trust preferred securities, as applicable ($32.8 billion in aggregate liquidation value). In connection with these exchanges, the U.S. Treasury also exchanged $25 billion of aggregate liquidation value of its preferred stock, for a total exchange of $57.8 billion. See "Events in 2009—Public and Private Exchange Offers" above.

Sale of Nikko Asset Management

        On July 30, 2009, Citigroup entered into a definitive agreement to sell its entire ownership interest in Nikko Asset Management to The Sumitomo Trust and Banking Co., Ltd. for an all-cash consideration of approximately $795 million (¥75.6 billion). The sale is expected to close in the fourth quarter of 2009, subject to regulatory approvals and customary closing conditions, and is not expected to have a material impact on Citi's net income.

        As required by SFAS 165, Subsequent Events, the Company has evaluated subsequent events through August 7, 2009, which is the date its Consolidated Financial Statements were issued.

ACCOUNTING CHANGES AND FUTURE APPLICATION OF ACCOUNTING STANDARDS

        See Note 1 to the Consolidated Financial Statements for a discussion of "Accounting Changes" and "Future Application of Accounting Standards."


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SEGMENT, BUSINESS AND PRODUCT INCOME (LOSS) AND REVENUES

        The following tables show the income (loss) and revenues for Citigroup on a segment, business and product view:

Citigroup Income (Loss)

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2009 2008 2009 2008 

Income from Continuing Operations

                   

CITICORP

                   

Regional Consumer Banking

                   
 

North America

 $(15)$169  NM $182 $514  (65)%
 

EMEA

  (110) 37  NM  (143) 56  NM 
 

Latin America

  70  334  (79)% 239  765  (69)
 

Asia

  272  451  (40) 523  987  (47)
              
  

Total

 $217 $991  (78)%$801 $2,322  (66)%
              

Securities and Banking

                   
 

North America

 $3 $646  (100)%$2,570 $2,028  27%
 

EMEA

  746  376  98  2,918  572  NM 
 

Latin America

  522  325  61  921  626  47 
 

Asia

  596  306  95  1,652  933  77 
              
  

Total

 $1,867 $1,653  13%$8,061 $4,159  94%
              

Transaction Services

                   
 

North America

 $181 $61  NM $319 $149  NM 
 

EMEA

  350  299  17% 676  577  17%
 

Latin America

  150  151  (1) 310  292  6 
 

Asia

  293  278  5  573  582  (2)
              
  

Total

 $974 $789  23%$1,878 $1,600  17%
              
 

Institutional Clients Group

 $2,841 $2,442  16%$9,939 $5,759  73%
              
  

Total Citicorp

 $3,058 $3,433  (11)%$10,740 $8,081  33%
              

CITI HOLDINGS

                   

Brokerage and Asset Management

 $6,814 $267  NM $6,872 $153  NM 

Local Consumer Lending

  (4,193) (1,206) NM  (5,612) (1,081) NM 

Special Asset Pool

  (1,262) (4,286) 71% (5,237) (13,447) 61%
              
  

Total Citi Holdings

 $1,359 $(5,225) NM $(3,977)$(14,375) 72%
              

Corporate/Other

 $(30)$(537) 94%$(682)$(1,221) 44%
              

Income (Loss) from Continuing Operations

 $4,387 $(2,329) NM $6,081 $(7,515) NM 
              

Discontinued Operations

 $(142)$(94)   $(259)$(35)   

Net Income (Loss) attributable to Noncontrolling Interests

 $(34)$72    $(50)$56    
              

Citigroup's Net Income (Loss)

 $4,279 $(2,495) NM $5,872 $(7,606) NM 
              

NM    Not meaningful


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Citigroup Revenues

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2009 2008 2009 2008 

CITICORP

                   

Regional Consumer Banking

                   
 

North America

 $1,761 $2,111  (17)%$3,850 $4,445  (13)%
 

EMEA

  394  508  (22) 754  969  (22)
 

Latin America

  1,819  2,371  (23) 3,610  4,606  (22)
 

Asia

  1,631  1,891  (14) 3,162  3,835  (18)
              
  

Total

 $5,605 $6,881  (19)%$11,376 $13,855  (18)%
              

Securities and Banking

                   
 

North America

 $1,898 $3,507  (46)%$7,142 $7,099  1%
 

EMEA

  2,555  1,970  30  6,776  3,703  83 
 

Latin America

  1,046  722  45  1,844  1,403  31 
 

Asia

  1,373  1,207  14  3,534  2,919  21 
              
  

Total

 $6,872 $7,406  (7)%$19,296 $15,124  28%
              

Transaction Services

                   
 

North America

 $656 $511  28%$1,245 $1,017  22%
 

EMEA

  860  947  (9) 1,704  1,831  (7)
 

Latin America

  340  374  (9) 683  714  (4)
 

Asia

  627  647  (3) 1,225  1,334  (8)
              
  

Total

 $2,483 $2,479   $4,857 $4,896  (1)%
              
 

Institutional Clients Group

 $9,355 $9,885  (5)%$24,153 $20,020  21%
              
  

Total Citicorp

 $14,960 $16,766  (11)%$35,529 $33,875  5%
              

CITI HOLDINGS

                   

Brokerage and Asset Management

 $12,339 $2,467  NM $14,040 $4,857  NM 

Local Consumer Lending

  3,930  6,224  (37)% 10,383  13,724  (24)%

Special Asset Pool

  (519) (6,612) 92% (5,221) (21,020) 75%
              
  

Total Citi Holdings

 $15,750 $2,079  NM $19,202 $(2,439) NM 
              

Corporate/Other

 $(741)$(1,307) 43%$(241)$(1,741) 86%
              
  

Total Net Revenues

 $29,969 $17,538  71%$54,490 $29,695  83%
              

NM    Not meaningful


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CITICORP

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2009 2008 2009 2008 
 

Net interest revenue

 $8,445 $8,634  (2)%$16,632 $16,664   
 

Non-interest revenue

  6,515  8,132  (20) 18,897  17,211  10%
              

Total Revenues, net of interest expense

 $14,960 $16,766  (11)%$35,529 $33,875  5%
              

Provision for credit losses and for benefits and claims

                   
 

Net credit losses

 $1,560 $1,289  21%$2,797 $2,218  26%
 

Credit reserve build/ (release)

  1,165  573  NM  2,105  1,047  NM 
              
 

Provision for loan losses

 $2,725 $1,862  46%$4,902 $3,265  50%
 

Provision for benefits & claims

  15  2  NM  27  3  NM 
 

Provision for unfunded lending commitments

  83  (75) NM  115  (75) NM 
              
  

Total provision for credit losses and for benefits and claims

 $2,823 $1,789  58%$5,044 $3,193  58%
              

Total operating expenses

 $7,849 $9,900  (21)%$15,046 $19,226  (22)%
              

Income from continuing operations before taxes

 $4,288 $5,077  (16)%$15,439 $11,456  35%

Provision for income taxes

  1,230  1,644  (25) 4,699  3,375  39 
              

Income from continuing operations

 $3,058 $3,433  (11)%$10,740 $8,081  33%

Net income (loss) attributable to noncontrolling interests

  3  21  (86)   34  (100)
              

Citicorp's net income

 $3,055 $3,412  (10)%$10,740 $8,047  33%
              

Balance Sheet Data (in billions)

                   

Total EOP assets

 $985 $1,160  (15)%         

Average assets

 $1,000 $1,307  (23)%$1,019 $1,343  (24)%

Total EOP deposits

 $702 $681  3%         
              

NM    Not meaningful


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REGIONAL CONSUMER BANKING

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2009 2008 2009 2008 

Net interest revenue

 $3,903 $4,220  (8)%$7,516 $8,205  (8)%

Non-interest revenue

  1,702  2,661  (36) 3,860  5,650  (32)
              

Total Revenues, net of interest expense

 $5,605 $6,881  (19)%$11,376 $13,855  (18)%
              

Total operating expenses

 $3,491 $4,194  (17)%$6,797 $7,976  (15)%
              
  

Net credit losses

 $1,392 $981  42%$2,552 $1,844  38%
  

Credit reserve build/ (release)

  592  382  55  1,256  832  51 
  

Provision for benefits & claims

  15  2  NM  27  3  NM 
              

Provision for loan losses and for benefits and claims

 $1,999 $1,365  46%$3,835 $2,679  43%
              

Income from continuing operations before taxes

 $115 $1,322  (91)%$744 $3,200  (77)%

Income taxes (benefits)

  (102) 331  NM  (57) 878  NM 
              

Income from continuing operations

 $217 $991  (78)%$801 $2,322  (66)%

Net income (loss) attributable to noncontrolling interests

    4  (100)   5  (100)
              

Net income

 $217 $987  (78)%$801 $2,317  (65)%
              

Average assets(in billions of dollars)

 $191 $230  (17)%$187 $227  (18)%

Return on assets

  0.46% 1.73%    0.86% 2.05%   

Average deposits(in billions of dollars)

 $268 $272  (1)%         
              

Net credit losses as a % of average loans

  4.78% 2.99%            
              

Revenue by business

                   
 

Retail Banking

 $3,193 $3,577  (11)%$6,148 $7,028  (13)%
 

Citi-Branded Cards

  2,412  3,304  (27) 5,228  6,827  (23)
              
   

Total revenues

 $5,605 $6,881  (19)%$11,376 $13,855  (18)%
              

Income (loss) from continuing operations by business

                   
 

Retail Banking

 $428 $563  (24)%$871 $1,263  (31)%
 

Citi-Branded Cards

  (211) 428  NM  (70) 1,059  NM 
              
   

Total

 $217 $991  (78)%$801 $2,322  (66)%
              

NM    Not meaningful


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NORTH AMERICA REGIONAL CONSUMER BANKING

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2009 2008 2009 2008 

Net interest revenue

 $1,150 $887  30%$2,170 $1,695  28%

Non-interest revenue

  611  1,224  (50) 1,680  2,750  (39)
              

Total Revenues, net of interest expense

 $1,761 $2,111  (17)%$3,850 $4,445  (13)%
              

Total operating expenses

  1,337 $1,590  (16)%$2,692 $3,063  (12)%
              
 

Net credit losses

 $305 $136  NM $563 $281  100%
 

Credit reserve build/(release)

  130  126  3% 372  295  26 
 

Provision for benefits and claims

  15  2  NM  27  2  NM 
              

Provisions for loan losses and for benefits and claims

 $450 $264  70%$962 $578  66%
              

Income (loss) from continuing operations before taxes

 $(26)$257  NM $196 $804  (76)%

Income taxes (benefits)

  (11) 88  NM  14  290  (95)
              

Income (loss) from continuing operations

 $(15)$169  NM $182 $514  (65)%

Net income (loss) attributable to noncontrolling interests

             
              

Net income (loss)

 $(15)$169  NM $182 $514  (65)%
              

Average assets(in billions of dollars)

 $33 $38  (13)%$33 $39  (15)%

Return on assets

  (0.18)% 1.79%    1.11% 2.65%   

Average deposits(in billions of dollars)

 $136 $122  11%         
              

Net credit losses as a % of average loans

  6.51% 3.42%            
              

Revenue by business

                   
 

Retail banking

 $955 $952   $1,837 $1,802  2%
 

Citi-branded cards

  806  1,159  (30)% 2,013  2,643  (24)
              
  

Total

 $1,761 $2,111  (17)%$3,850 $4,445  (13)%
              

Income (loss) from continuing operations by business

                   
 

Retail banking

 $88 $60  47%$169 $62  NM 
 

Citi-branded cards

  (103) 109  NM  13  452  (97)%
              
  

Total

 $(15)$169  NM $182 $514  (65)%
              

NM    Not meaningful

2Q09 vs. 2Q08

Revenues, net of interest expense declined 17%, primarily reflecting higher credit losses flowing through the credit card securitization trusts.Net interest revenue was up 30% driven by higher net interest margin in cards as a result of higher interest revenue from pricing actions and lower funding costs, and by the impact of higher deposit and loan volumes in retail banking. Average deposits were 11% higher than the prior year, driven by growth in consumer CDs and commercial deposits.Non-interest revenue declined 50%, primarily driven by higher credit losses flowing through the securitization trusts partially offset by other securitization revenue, and by the absence of a prior-year $170 million gain on a cards portfolio sale.

Operating expenses declined 16%, reflecting the benefits from re-engineering efforts, lower marketing costs, and the absence of a $55 million repositioning charge in the second quarter of 2008.

Provisions for loan losses and for benefits and claims increased 70% primarily due to rising net credit losses in both cards and retail banking. The $130 million loan loss reserve build in the second quarter reflected the continued weakness in consumer credit. The cards net credit loss ratio increased 400 basis points to 7.51%, while the retail banking net credit loss ratio increased 174 basis points to 4.85%.

2Q09 YTD vs. 2Q08 YTD

Revenues, net of interest expense declined 13%, primarily reflecting higher credit losses flowing through the credit card securitization trusts.Net interest revenue was up 28% driven by the impact of pricing actions and lower funding costs in cards, and by higher deposit and loan volumes in retail banking, with average deposits up 8% from the prior-year period.Non-interest revenue declined 39%, driven by higher credit losses flowing through the securitization trusts partially offset by other securitization revenue, and by the absence of a $349 million gain on the sale of Visa shares and a $170 million gain on a cards portfolio sale in the prior-year period.

Operating expenses declined 12%, reflecting the benefits from re-engineering efforts, lower marketing costs, and the absence of $120 million of repositioning charges in the prior-year period, which were partially offset by the absence of a prior-year $159 million Visa litigation reserve release.

Provisions for loan losses and for benefits and claims increased 66% primarily due to rising net credit losses in both cards and retail banking. Continued weakness in consumer credit and trends in the macro-economic environment,


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including rising unemployment and higher bankruptcy filings, drove higher credit costs. The cards net credit loss ratio increased 330 basis points to 6.61%, while the retail banking net credit loss ratio increased 39 basis points to 4.06%.

Recent Legislative Actions

The Credit Card Accountability Responsibility and Disclosure Act of 2009

        On May 22, 2009, The Credit Card Accountability Responsibility and Disclosure Act of 2009 (CARD Act) was enacted into law. The CARD Act will affect various credit card practices of card issuers, including Citigroup, such as marketing, underwriting, pricing, billing and disclosure requirements, thus reshaping the way consumers have access to and use their credit cards. Many of the provisions in the CARD Act will take effect in February 2010, although some take effect earlier in August 2009 and some later in August 2010.

        Among other things, the CARD Act:

    prohibits a card issuer from increasing a customer's annual percentage rate ("APR") on an existing balance unless the customer has not made a minimum payment within 60 days after the due date for such payment, and requires the card issuer to terminate the increase no later than six months after the date on which it is imposed if the consumer makes the required minimum payment on time during that period;

    requires an issuer to provide a 45-day written notice of an APR increase, or any other significant change to account terms, which notice must include a statement of the customer's right to cancel the account prior to the effective date of the change;

    generally prohibits increasing the APR on new balances during the first year the card account is opened;

    requires that penalty fees (e.g., late payment and over-the-limit fees) be "reasonable and proportional" to the customer's violation of account terms;

    for accounts with different APRs on different balances, requires a card issuer to apply payments made by a customer in excess of the minimum payment to the card balance bearing the highest rate of interest; and

    generally prohibits interest rate increases on outstanding balances, with certain limited exceptions.

        Certain provisions of the CARD Act are consistent with Citigroup's existing practices and will not require any changes or modifications. Other provisions, however, such as those that restrict the ability of an issuer to increase APRs on outstanding balances or that establish standards for penalty fees and payment allocation will require Citigroup to make fundamental changes to its credit card business model. The impact of the CARD Act on Citigroup's credit businesses is not fully known at this time. Such impact will ultimately depend upon the successful implementation of changes to Citigroup's business model and the continued regulatory interpretations of the CARD Act, among other considerations.

Mortgage Modification Programs

        See "Citi Holdings—Local Consumer Lending" below for a description of the Obama administration's Home Affordable Modification Program (HAMP) and Citigroup's mortgage modification programs generally.


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EMEA REGIONAL CONSUMER BANKING

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2009 2008 2009 2008 

Net interest revenue

 $243 $335  (27)%$467 $634  (26)%

Non-interest revenue

  151  173  (13) 287  335  (14)
              

Total Revenues, net of interest expense

 $394 $508  (22)%$754 $969  (22)%
              

Total operating expenses

 $282 $395  (29)%$538 $770  (30)%
              
 

Net credit losses

 $121 $48  NM $210 $95  NM 
 

Credit reserve build/(release)

  158  15  NM  230  31  NM 
              

Provisions for loan losses and for benefits and claims

 $279 $63  NM $440 $126  NM 
              

Income (loss) from continuing operations before taxes

 $(167)$50  NM $(224)$73  NM 

Income taxes (benefits)

  (57) 13  NM  (81) 17  NM 
              

Income (loss) from continuing operations

 $(110)$37  NM $(143)$56  NM 

Net income (loss) attributable to noncontrolling interests

    4  (100)%   6  (100)%
              

Net income (loss)

 $(110)$33  NM $(143)$50  NM 
              

Average assets(in billions of dollars)

 $11 $14  (21)%$11 $14  (21)%

Return on assets

  (4.01)% 0.95%    (2.62)% 0.72%   

Average deposits(in billions of dollars)

 $9 $12  (25)%         
              

Net credit losses as a % of average loans

  5.78% 1.91%            
              

Revenue by business

                   
 

Retail banking

 $234 $325  (28)%$439 $621  (29)%
 

Citi-branded cards

  160  183  (13) 315  348  (9)
              
  

Total

 $394 $508  (22)%$754 $969  (22)%
              

Income (loss) from continuing operations by business

                   
 

Retail banking

 $(76)$6  NM $(117)$(2) NM 
 

Citi-branded cards

  (34) 31  NM  (26) 58  NM 
              
  

Total

 $(110)$37  NM $(143)$56  NM 
              

NM    Not meaningful

2Q09 vs. 2Q08

Revenues, net of interest expense, declined 22%. More than half of the revenue decline is attributable to changes in foreign currency translation (generally referred to throughout this report as "FX translation"). Other drivers included lower wealth management and lending revenues due to lower volumes and spread compression. Investment sales and assets under management declined by 38% and 32%, respectively.Net interest revenue was 27% lower than the prior-year period with average loans for retail banking down 22% as a result of a lower risk profile, branch closures, and the impact of FX translation. Average deposits were down 25%, primarily due to FX translation. Retail banking net interest margin declined from 11.0% to 9.8%.Non-interest revenue declined 13%, primarily due to the impact of FX translation.

Operating expenses declined 29%, reflecting expense control actions, lower marketing expenditure, and the impact of FX translation. Cost savings were achieved by branch closures, headcount reductions and re-engineering efforts.

Provisions for loan losses and for benefits and claims increased $216 million, to $279$3 million in the second quarter of 2009. Net credit losses increased2010 and 2009, respectively, from $48 million to $121 million, while the loan loss reserve build increased from $15 million to $158 million. Higher credit costs reflected continued credit deterioration, particularly in UAE, Turkey, Poland and Russia.

2Q09 YTD vs. 2Q08 YTD

Revenues, netbuy-backs of interest expense, declined 22%. Over half of the revenue decline is attributable to the impact of FX translation. Other drivers included lower wealth management and lending revenues due to lower volumes and spread compression. Investment sales and assets under management declined by 47% and 32%, respectively.Net interest revenue was 26% lower than the prior year with average loans for retail banking down 21%, average deposits down 25%, and net interest margin decreasing as well.Non-interest revenue declined 14%, primarily due to the impact of FX translation.

Operating expenses declined 30%, reflecting expense control actions, lower marketing spend, and the impact of FX translation. Cost savings were achieved by branch closures, headcount reductions and re-engineering efforts.

Provisions for loan losses and for benefits and claims increased $314 million, to $440 million for during the first six months of 2009. Net credit losses increased from $95 million to $210 million, while the loan loss reserve build increased from $31 million to $230 million. Higher credit costs reflected continued credit deterioration across the region.


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LATIN AMERICA REGIONAL CONSUMER BANKING

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2009 2008 2009 2008 

Net interest revenue

 $1,350 $1,741  (22)%$2,601 $3,377  (23)%

Non-interest revenue

  469  630  (26) 1,009  1,229  (18)
              

Total Revenues, net of interest expense

 $1,819 $2,371  (23)%$3,610 $4,606  (22)%
              

Total operating expenses

 $1,039 $1,238  (16)%$1,950 $2,183  (11)%
              
 

Net credit losses

 $612 $555  10%$1,153 $1,021  13%
 

Credit reserve build/(release)

  154  157  (2) 320  394  (19)
 

Provision for benefits and claims

          1  (100)
              

Provisions for loan losses and for benefits and claims

 $766 $712  8%$1,473 $1,416  4%
              

Income from continuing operations before taxes

 $14 $421  (97)%$187 $1,007  (81)%

Income taxes (benefits)

  (56) 87  NM  (52) 242  NM 
              

Income from continuing operations

 $70 $334  (79)%$239 $765  (69)%

Net income (loss) attributable to noncontrolling interests

             
              

Net income

 $70 $334  (79)%$239 $765  (69)%
              

Average assets(in billions of dollars)

 $61 $80  (24)%$59 $77  (23)%

Return on assets

  0.46% 1.68%    0.82% 2.00%   

Average deposits(in billions of dollars)

 $36 $42  (14)%         
              

Net credit losses as a % of average loans

  8.83% 6.91%            
              

Revenue by business

                   
 

Retail banking

 $981 $1,060  (7)%$1,874 $2,113  (11)%
 

Citi-branded cards

  838  1,311  (36) 1,736  2,493  (30)
              
  

Total

 $1,819 $2,371  (23)%$3,610 $4,606  (22)%
              

Income (loss) from continuing operations by business

                   
 

Retail banking

 $150 $149  1%$330 $461  (28)%
 

Citi-branded cards

  (80) 185  NM  (91) 304  NM 
              
  

Total

 $70 $334  (79)%$239 $765  (69)%
              

NM    Not meaningful

2Q09 vs. 2Q08

Revenues, net of interest expense, declined 23%, mainly due to the impact of FX translation, lower cards receivables and spread compression, partially offset by higher business volumes in retail banking.Net interest revenue was 22% lower than the prior year caused by the decrease in cards receivables as well as lower spreads resulting from a lower risk profile, partially offset by higher business volumes in retail banking. Average deposits were down 14%, due primarily to the impact of FX translation.Non-interest revenue declined 26%, primarily due to the decline in cards fees as well as the impact of FX translation.

Operating expenses declined 16%, reflecting the benefits from re-engineering efforts and the impact of FX translation.

Provisions for loan losses and for benefits and claims increased 8% as a result of continued losses, especially in the cards business, which were partially offset by the impact of FX translation. Cards net credit loss rates increased from 11.4% to 16.2%. Rising losses were particularly apparent in the Mexico cards portfolio.

2Q09 YTD vs. 2Q08 YTD

Revenues, net of interest expense, declined 22% driven by the impact of FX translation, lower volumes and spread compression in the cards business.Net interest revenue was 23% lower than the prior year with average credit cards loans down 23%, and net interest margin decreasing as well due to the cards spread compression impact.Non-interest revenue declined 18%, primarily due to the decline in cards fees as well as the impact of FX translation.

Operating expenses declined 11%, reflecting the benefits from re-engineering efforts and the impact of FX translation. The prior-year period also included a $257 million expense benefit related to a legal vehicle restructuring in Mexico.

Provisions for loan losses and for benefits and claims increased 4% as result of deteriorating credit conditions, especially in the cards business, which were partially offset by the impact of FX translation. Cards net credit loss rates increased from 10.9% to 16.1%. Credit deterioration was particularly apparent in the Mexico cards portfolio.


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ASIA REGIONAL CONSUMER BANKING

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2009 2008 2009 2008 

Net interest revenue

 $1,160 $1,257  (8)%$2,278 $2,499  (9)%

Non-interest revenue

  471  634  (26) 884  1,336  (34)
              

Total Revenues, net of interest expense

 $1,631 $1,891  (14)%$3,162 $3,835  (18)%
              

Total operating expenses

 $833 $971  (14)%$1,617 $1,960  (18)%
              
 

Net credit losses

 $354 $242  46%$626 $447  40%
 

Credit reserve build/(release)

  150  84  79  334  112  NM 
              

Provisions for loan losses and for benefits and claims

 $504 $326  55%$960 $559  72%
              

Income from continuing operations before taxes

 $294 $594  (51)%$585 $1,316  (56)%

Income taxes (benefits)

  22  143  (85) 62  329  (81)
              

Income from continuing operations

 $272 $451  (40)%$523 $987  (47)%

Net income (loss) attributable to noncontrolling interests

          (1) 100 
              

Net income

 $272 $451  (40)%$523 $988  (47)%
              

Average assets(in billions of dollars)

 $86 $98  (12)%$85 $97  (12)%

Return on assets

  1.27% 1.85%    1.24% 2.05%   

Average deposits(in billions of dollars)

 $88 $97  (9)%         
              

Net credit losses as a % of average loans

  2.30% 1.32%            
              

Revenue by business

                   
 

Retail banking

 $1,023 $1,240  (18)%$1,998 $2,492  (20)%
 

Citi-branded cards

  608  651  (7) 1,164  1,343  (13)
              
  

Total

 $1,631 $1,891  (14)%$3,162 $3,835  (18)%
              

Income (loss) from continuing operations by business

                   
 

Retail banking

 $266 $348  (24)%$489 $742  (34)%
 

Citi-branded cards

  6  103  (94) 34  245  (86)
              
  

Total

 $272 $451  (40)%$523 $987  (47)%
              

NM    Not meaningful

2Q09 vs. 2Q08

Revenue, net of interest expense declined 14% driven by a 35% decline in investment sales and the impact of FX translation.Net interest revenue was 8% lower than the prior-year period. Average loans and deposits were down 16% and 9%, respectively, and net interest margin decreased as well, in each case primarily due to the impact of FX translation.Non-interest revenue declined 26%, primarily due to the decline in investment sales.

Operating expenses declined 14%, reflecting the benefits from re-engineering efforts and the impact of FX translation.

Provisions for loan losses and for benefits and claims increased 55% mainly due to deteriorating credit conditions, partially offset by FX translation. Rising losses were particularly apparent in the card portfolios in India and Korea.

2Q09 YTD vs. 2Q08 YTD

Revenue, net of interest expense declined 18% driven by a 51% decline in investment sales and the impact of FX translation.Net interest revenue was 9% lower than the prior-year period. Average loans were down 17% and deposits were down 13%, respectively, and net interest margin decreased as well.Non-interest revenue declined 34%, primarily due to the decline in investment sales.

Operating expenses declined 18%, reflecting the benefits from re-engineering efforts and the impact of FX translation.

Provisions for loan losses and for benefits and claims increased 72% mainly due to higher net credit losses in India and Korea.


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INSTITUTIONAL CLIENTS GROUP (ICG)

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2009 2008 2009 2008 

Commissions and Fees

 $466 $690  (32)%$884 $1,429  (38)%

Administration and Other Fiduciary Fees

  1,262  1,433  (12) 2,510  2,833  (11)

Investment banking

  1,242  1,396  (11) 2,182  2,265  (4)

Principal transactions

  1,081  1,954  (45) 8,231  4,958  66 

Other

  762  (2) NM  1,230  76  NM 
              
 

Total non-interest revenue

 $4,813 $5,471  (12)%$15,037 $11,561  30%
 

Net interest revenue (including dividends)

  4,542  4,414  3  9,116  8,459  8 
              

Total revenues, net of interest expenses

 $9,355 $9,885  (5)%$24,153 $20,020  21%

Total operating expenses

  4,358  5,706  (24) 8,249  11,250  (27)
 

Net credit losses

  168  308  (45) 245  374  (34)
 

Provisions for unfunded lending commitments

  83  (75) NM  115  (75) NM 
 

Credit reserve build/ (release)

  573  191  NM  849  215  NM 
              

Provision for credit losses

 $824 $424  94%$1,209 $514  NM 
              

Income from continuing operations before taxes

 $4,173 $3,755  11%$14,695 $8,256  78%

Income taxes (benefits)

  1,332  1,313  1  4,756  2,497  90 
              

Income from continuing operations

 $2,841 $2,442  16%$9,939 $5,759  73%

Net income (loss) attributable to noncontrolling interests

  3  17  (82)   29  (100)
              

Net income

 $2,838 $2,425  17%$9,939 $5,730  73%
              

Average assets(in billions of dollars)

 $809 $1,077  (25%)$832 $1,117  (26)%

Return on assets

  1.41% 0.91%    2.41% 1.03%   
              

Revenue by region:

                   
 

North America

 $2,554 $4,018  (36)%$8,387 $8,116  3%
 

EMEA

  3,415  2,917  17  8,480  5,534  53 
 

Latin America

  1,386  1,096  26  2,527  2,117  19 
 

Asia

  2,000  1,854  8  4,759  4,253  12 
              
  

Total

 $9,355 $9,885  (5)%$24,153 $20,020  21%
              

Income (loss) from continuing operations by region:

                   
 

North America

 $184 $707  (74)%$2,889 $2,177  33%
 

EMEA

  1,096  675  62  3,594  1,149  NM 
 

Latin America

  672  476  41  1,231  918  34 
 

Asia

  889  584  52  2,225  1,515  47 
              
  

Total

 $2,841 $2,442  16%$9,939 $5,759  73%
              

Average loans by region(in billions):

                   
 

North America

 $43 $48  (10)%         
 

EMEA

  47  54  (13)         
 

Latin America

  20  25  (20)         
 

Asia

  28  37  (24)         
              
  

Total

 $138 $164  (16)%         
              

NM    Not meaningful


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SECURITIES AND BANKING

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2009 2008 2009 2008 

Net interest revenue

 $3,087 $3,100   $6,255 $5,850  7%

Non-interest revenue

  3,785  4,306  (12)% 13,041  9,274  41 
              

Revenues, net of interest expense

 $6,872 $7,406  (7)%$19,296 $15,124  28%

Operating expenses

  3,270  4,371  (25) 6,087  8,655  (30)
 

Net credit losses

  171  305  (44) 245  370  (34)
 

Provision for unfunded lending commitments

  83  (75) NM  115  (75) NM 
 

Credit reserve build (release)

  565  183  NM  843  206  NM 
              

Provision for credit losses

  819  413  98  1,203  501  NM 
              

Income before taxes and noncontrolling interest

 $2,783 $2,622  6%$12,006 $5,968  NM 

Income taxes

  916  969  (5) 3,945  1,809  NM 

Income from continuing operations

  1,867  1,653  13  8,061  4,159  94%

Net income attributable to noncontrolling interests

    8  (100) 1  12  (92)
              

Net income

 $1,867 $1,645  13%$8,060 $4,147  94%
              

Average assets(in billions of dollars)

 $749 $1,004  (25)%$772 $1,044  (26)%

Return on assets

  1.00% 0.66%    2.11% 0.80%   
              

Revenues by region:

                   
 

North America

 $1,898 $3,507  (46)%$7,142 $7,099  1%
 

EMEA

  2,555  1,970  30  6,776  3,703  83 
 

Latin America

  1,046  722  45  1,844  1,403  31 
 

Asia

  1,373  1,207  14  3,534  2,919  21 
              

Total revenues

 $6,872 $7,406  (7)%$19,296 $15,124  28%
              

Net income (loss) from continuing operations by region:

                   
 

North America

 $3 $646  (100)%$2,570 $2,028  27%
 

EMEA

  746  376  98  2,918  572  NM 
 

Latin America

  522  325  61  921  626  47 
 

Asia

  596  306  95  1,652  933  77 
              

Total net income from continuing operations

 $1,867 $1,653  13%$8,061 $4,159  94%
              

Securities and Banking

                   
 

Revenue details:

                   
 

Net Investment Banking

 $1,160 $1,335  (13)%$2,142 $2,165  (1)%
 

Lending

  (928) (155) NM  (1,257) 764  NM 
 

Equity markets

  1,101  1,526  (28) 2,705  2,687  1 
 

Fixed income markets

  5,573  4,439  26  15,794  9,171  72 
 

Private bank

  477  593  (20) 976  1,226  (20)
 

Other Securities and Banking

  (511) (332) (54) (1,064) (889) (20)
              

Total Securities and Banking Revenues

 $6,872 $7,406  (7)%$19,296 $15,124  28%
              

NM    Not meaningful

2Q09 vs. 2Q08

Revenues, net of interest expense decreased 7% primarily due to revenue marks of negative $777 million and lending revenues of negative $928 million, due mainly to losses on credit default swap hedges, which offset strong trading results in fixed income markets revenues. Investment banking revenues were down 13% from the second quarter of 2008, a quarter driven by stronger M&A and equity volumes, due primarily to lower advisory and equity underwriting revenues. Equity markets revenues were down 28% from the prior-year period, primarily driven by net negative revenue marks of $694 million due to the narrowing in Citigroup credit spreads, partially offset by the narrowing of counterparty spreads. Private bank revenues were down 20% on lower assets under management, decreased investment sales and lower average lending volumes. Fixed income markets revenues were up 26% driven by strong results across most fixed income categories reflecting favorable positioning and sustained client activity.

Operating expenses decreased 25% driven by headcount reductions, repositioning charges recorded in the second quarter of 2008 and reductions in other operating expenses.

Provision for credit losses and for benefits and claims increased by 98% mainly due to increased credit reserve builds and provisions for unfunded lending commitments, partially offset by lower net credit losses.

2Q09 YTD vs. 2Q08 YTD

Revenues, net of interest expense increased 28% mainly due to an increase in fixed income markets of $6.6 billion to $15.8 billion, mostly in the first quarter of 2009, reflecting strong trading results, offset by a decrease in lending revenues to a negative $1.3 billion mainly from losses on credit default swap hedges.

Operating expenses decreased 30% driven by lower compensation due to headcount reductions and benefits from re-engineering and expense management.


Table of Contents

Provision for credit losses and for benefits and claims increased $0.5 billion to $1.2 billion mainly from increased credit reserve builds.


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TRANSACTION SERVICES

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2009 2008 2009 2008 

Net interest revenue

 $1,455 $1,314  11%$2,861 $2,609  10%

Non-interest revenue

  1,028  1,165  (12) 1,996  2,287  (13)
              

Revenues, net of interest expense

 $2,483 $2,479   $4,857 $4,896  (1)%

Operating expenses

  1,088  1,335  (19)% 2,162  2,595  (17)

Provision for credit losses and for benefits and claims

  5  11  (55) 6  13  (54)
              

Income before taxes and noncontrolling interest

 $1,390 $1,133  23%$2,689 $2,288  18%

Income taxes

  416  344  21  811  688  18 

Income from continuing operations

  974  789  23  1,878  1,600  17 

Net income (loss) attributable to noncontrolling interests

  3  9  (67) (1) 17  NM 
              

Net income

 $971 $780  24%$1,879 $1,583  19%
              

Average assets(in billions of dollars)

 $60 $73  (18)%$60 $73  (18)%

Return on assets

  6.49% 4.30%    6.32% 4.36%   
              

Revenues by region:

                   
 

North America

 $656 $511  28%$1,245 $1,017  22%
 

EMEA

  860  947  (9) 1,704  1,831  (7)
 

Latin America

  340  374  (9) 683  714  (4)
 

Asia

  627  647  (3) 1,225  1,334  (8)
              

Total revenues

 $2,483 $2,479   $4,857 $4,896  (1)%
              

Net income (loss) from continuing operations by region:

                   
 

North America

 $181 $61  NM $319 $149  NM 
 

EMEA

  350  299  17% 676  577  17%
 

Latin America

  150  151  (1) 310  292  6 
 

Asia

  293  278  5  573  582  (2)
              

Total net income from continuing operations

 $974 $789  23%$1,878 $1,600  17%
              

Key Indicators(in billions of dollars)

                   

Average deposits and other customer liability balances

 $288 $275  5%         

EOP assets under custody(in trillions of dollars)

 $11.1 $12.8  (13)         
              

NM    Not meaningful

2Q09 vs. 2Q08

Revenues, net of interest expense were $2.5 billion, in line with the prior-year period as clients remained actively engaged. Growth in deposits and increasing spreads were offset by the impact of FX translation and declines in assets under custody. Average deposits increased by 5%, driven by growth in North America and Asia. Assets under custody declined by 13% from the prior-year period, primarily due to lower equity markets.

Operating expenses declined by 19% driven by headcount reduction, re-engineering efforts, expense management initiatives and the impact of FX translation.

2Q09 YTD vs. 2Q08 YTD

Revenues, net of interest expense of $4.9 billion decreased slightly from the prior-year period driven primarily by the impact of FX translation, as well as by lower volumes and asset under custody valuations.

Operating expenses declined 17% driven by headcount reduction and re-engineering benefits, as well as the impact of FX translation.


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CITI HOLDINGS

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2009 2008 2009 2008 
 

Net interest revenue

 $4,495 $5,929  (24)%$9,878 $11,526  (14)%
 

Non-interest revenue

  11,255  (3,850) NM  9,324  (13,965) NM 
              

Total Revenues, net of interest expense

 $15,750 $2,079  NM $19,202 $(2,439) NM 
              

Provision for credit losses and for benefits and claims

                   
 

Net credit losses

 $6,795 $3,021  NM $12,840 $5,729  NM 
 

Credit reserve build/ (release)

  2,711  2,100  29% 4,405  3,566  24%
              
 

Provision for loan losses

 $9,506 $5,121  86%$17,245 $9,295  86%
 

Provision for benefits & claims

  294  258  14  613  532  15 
 

Provision for unfunded lending commitments

  52  (68) NM  80  (68) NM 
              
 

Total provision for credit losses and for benefits and claims

 $9,852 $5,311  86%$17,938 $9,759  84%
              

Total operating expenses

 $3,827 $5,316  (28)%$8,215 $11,270  (27)%
              

Income (loss) from continuing operations before taxes

 $2,071 $(8,548) NM $(6,951)$(23,468) 70%

Provision (benefits) for income taxes

  712  (3,323) NM  (2,974) (9,093) 67 
              

Income (loss) from continuing operations

 $1,359 $(5,225) NM $(3,977)$(14,375) 72%

Net income (loss) attributable to noncontrolling interests

  (37) 52  NM  (50) 22  NM 
              

Citi Holding's net income (loss)

 $1,396 $(5,277) NM $(3,927)$(14,397) 73%
              

Balance Sheet Data (in billions)

                   

Total EOP assets

 $649 $833  (22)%         
              

Average assets

 $677 $852  (21)%         
              

Total EOP deposits

 $88 $84  5%         
              

NM    Not meaningful


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BROKERAGE AND ASSET MANAGEMENT

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars
 2009 2008 2009 2008 

Net interest revenue

 $168 $230  (27)%$516 $409  26%

Non-interest revenue

  12,171  2,237  NM  13,524  4,448  NM 
              

Total Revenues, net of interest expense

 $12,339 $2,467  NM $14,040 $4,857  NM 
              

Total operating expenses

 $1,096 $2,002  (45)%$2,642 $4,452  (41)%
              
 

Net credit losses

 $1 $   $3 $10  (70)%
 

Credit reserve build/(release)

  3  9  (67)% 46  10  NM 
 

Provision for benefits and claims

  34  45  (24) 75  97  (23)
              

Provisions for loan losses and for benefits and claims

 $38 $54  (30)%$124 $117  6%
              

Income from continuing operations before taxes

 $11,205 $411  NM $11,274 $288  NM 

Income taxes (benefits)

  4,391  144  NM  4,402  135  NM 
              

Income from continuing operations

 $6,814 $267  NM $6,872 $153  NM 

Net income (loss) attributable to noncontrolling interests

  6  49  (88)% (11) 38  NM 
              

Net income

 $6,808 $218  NM $6,883 $115  NM 
              

EOP assets (in billions of dollars)

 $56 $65  (14)%         

EOP deposits (in billions of dollars)

 $56 $50  12          
              

NM    Not meaningful

2Q09 vs. 2Q08

Revenues, net of interest expense increased $9.9 billion due to an $11.1 billion pretax gain on sale ($6.7 billion after-tax) on the Morgan Stanley Smith Barney joint venture transaction, which closed on June 1, 2009. Excluding the gain, revenues declined $1.2 billion driven by the absence of one month of Smith Barney revenues as well as the impact of market conditions on Smith Barney transactional and fee-based revenue relative to the prior year.

Operating expenses decreased 45% from the prior-year period, primarily driven by lower revenue-driven expenses in Smith Barney, a one month absence of Smith Barney expenses, lower variable compensation and re-engineering efforts, particularly in retail alternative investments.

Provisions for loan losses and for benefits and claims decreased by 30% mainly reflecting lower provisions for benefits and claims.

2Q09 YTD vs. 2Q08 YTD

Revenues, net of interest expense increased $9.2 billion due to an $11.1 billion pre-tax gain on sale ($6.7 billion after-tax) on the Morgan Stanley Smith Barney joint venture transaction which closed on June 1, 2009. Excluding the gain, revenue declined $1.9 billion driven by the absence of one month of Smith Barney revenues as well as the impact of market conditions on Smith Barney transactional and fee-based revenue relative to the prior year.

Operating expenses decreased $1.8 billion, or 41%, primarily driven by lower revenue-driven expenses in Smith Barney, a one month absence of Smith Barney expenses, lower variable compensation and re-engineering efforts, particularly in retail alternative investments.

Provisions for loan losses and for benefits and claims increased by 6% due to reserve builds in Smith Barney for SFAS 114 (ASC 310-10-35) impaired loans and lending to address client liquidity needs related to auction rate securities holdings, partially offset by lower provisions for benefits and claims.

(ARS).

(7)
Recorded as net interest revenue.

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LOCAL CONSUMER LENDING

 
 Second Quarter  
 Six Months  
 
 
 %
Change
 %
Change
 
In millions of dollars 2009 2008 2009 2008 

Net interest revenue

 $3,387 $4,807  (30)%$7,277 $9,403  (23)%

Non-interest revenue

  543  1,417  (62) 3,106  4,321  (28)
              

Total Revenues, net of interest expense

 $3,930 $6,224  (37)%$10,383 $13,724  (24)%
              

Total operating expenses

 $2,524 $3,046  (17)%$5,135 $6,247  (18)%
              
 

Net credit losses

 $5,156 $2,982  73%$9,688 $5,629  72%
 

Credit reserve build/(release)

  2,812  1,862  51  4,399  3,156  39 
 

Provision for benefits and claims

  260  213  22  538  435  24 
              

Provisions for loan losses and for benefits and claims

 $8,228 $5,057  63%$14,625 $9,220  59%
              

Loss from continuing operations before taxes

 $(6,822)$(1,879) NM $(9,377)$(1,743) NM 

Income taxes (benefits)

  (2,629) (673) NM  (3,765) (662) NM 
              

Loss from continuing operations

 $(4,193)$(1,206) NM $(5,612)$(1,081) NM 

Net income attributable to noncontrolling interests

  5  8  (38)% 10  12  (17)%
              

Net loss

 $(4,198)$(1,214) NM $(5,622)$(1,093) NM 
              

Average assets(in billions of dollars)

 $398 $478  (17)%$403 $479  (16)%
              

Net credit losses as a % of average loans

  6.26% 3.16%            
              

NM    Not meaningful

2Q09 vs. 2Q08

        Revenues, net of interest expense decreased 37% mainlyTotals may not sum due to a decline in net interest revenue, higher net credit losses flowing through the securitization trusts in North America and a special FDIC assessment.Net interest revenue was 30% lower than the prior year driven by lower balances (due to run-off and credit tightening) and spread compression due largely to higher non-accrual loans, the FDIC special assessment and the impact of loan modifications. Average loans were down 13%, with North America (ex Cards) down 11%, North America Cards down 20%, and International down 21%.Non-interest revenue declined 62%, primarily due to higher credit costs flowing through the securitization trusts in North America and lower securitization gains. Non-interest revenue was also negatively impacted by $266 million of losses on credit default swap hedges.

Operating expenses decreased 17% primarily due to re-engineering actions, lower volumes and marketing expenses and the absence of a $85 million repositioning charge in the prior-year quarter. The declines in expenses were partially offset by higher other real estate owned assets (OREO) and collections costs.

Provisions for loan losses and for benefits and claims increased by 63%, reflecting higher reserve builds of $1.0 billion and increased net credit losses of $2.2 billion driven by deteriorating economic conditions globally. The reserve builds in the 2009 second quarter were mainly driven by increases for residential mortgage loans in North America as well as increases in EMEA. Net credit losses were higher versus the prior year across all businesses. The net credit reserve build for residential mortgages was driven by increases in first and second mortgages as well as continued deterioration in the housing market. Credit costs in North America also reflected a continued increase in credit losses in credit cards and commercial real estate. International credit costs reflected continued deterioration in CitiFinancial Japan, the U.K., Greece and Spain. The net credit loss ratio increased 310 basis points from the prior-year quarter with North America (ex Cards) up 267 basis points to 4.98%, International up 422 basis points to 9.69% and North America Cards up 707 basis points to 14.83%.

2Q09 YTD vs. 2Q08 YTD

Revenues, net of interest expense decreased 24% due to a decline in net interest revenue, higher net credit losses flowing through the securitization trusts in North America and a special FDIC assessment.Net interest revenue was 23% lower than the prior year driven by lower balances (due to run-off and credit tightening) and spread compression due largely to higher non-accrual loans, the FDIC special assessment and the impact of loan modifications.Non-interest revenue declined 28%, primarily due to higher credit costs flowing through the securitization trusts in North America and lower securitization gains. Non-interest revenue was also negatively impacted by $266 million of losses on credit default swap hedges. Year-to-date non-interest revenue also included a $1.1 billion pretax gain on the sale of the Company's remaining stake in Redecard as compared to a prior-year pretax gain on sale of Redecard of $663 million.

Operating expenses decreased 18% primarily due to re-engineering actions, lower volumes and marketing expenses and the absence of prior-year repositioning charges. The declines in expenses were partially offset by higher OREO and collections costs.

Provisions for loan losses and for benefits and claims increased by 59%, reflecting higher reserve builds of $1.2 billion and increased net credit losses of $4.1 billion driven by deteriorating economic conditions globally. The reserve builds in 2009 were mainly driven by increases for residential mortgage loans and retail partners cards in North America as well as increases in EMEA; net credit losses were higher versus the prior year across all businesses.

Assets declined 16%, primarily driven by lower loans due to run-off and the impact of credit tightening.


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Mortgage Modifications and Recent Legislative Actions

Citigroup Mortgage Modification Programs

        The Company has instituted a variety of programs to assist borrowers with financial difficulties to stay in their homes. 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. Each borrower's financial situation is evaluated individually. If a borrower meets certain criteria (for example, based on verifiable cash reserves and the level of debt to income), Citi works to develop a modification program suited to the needs of the borrower's situation.

        In addition, Citi expects a significant number of loan modifications will be offered under the U.S. Treasury's Home Affordable Modification Program (HAMP), which was rolled out in the second quarter.

        During the second quarter of 2009, Citi observed declines in mortgage delinquencies for loans that were delinquent in the 90 day to 179 day bucket. Well over half of these declines were attributable to loss mitigation and modification initiatives that the Company has put in place, including the loan modification programs described above. The future loss rates associated with these loan modification programs (both for those loans that qualify under HAMP and for those made under Citi's loan modification programs) could have an impact on the Company's future delinquency trends and loan loss reserving actions.

Home Affordable Modification Program

        On March 4, 2009, the U.S. Treasury (UST) announced details of the Obama administration's Home Affordable Modification Program (HAMP). HAMP is designed to reduce the monthly 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-month trial period, and must be current at the end of the trial period. During the trial period, the original terms of the loans remain in effect pending final modification.

        With respect to interest rate reductions, if the reduced interest rate is equal to or greater than the Freddie Mac Survey Rate at the time of modification, the reduced rate is permanent. If the reduced rate is less than the Freddie Mac Survey Rate at the time of modification, the rate will remain in effect for a period of five years. After five years, the interest rate may increase annually to a rate capped at the Freddie Mac Survey Rate at the time of original modification. The financial impact of interest rate reductions are shared between participating financial institutions, including Citi's wholly-owned subsidiary, CitiMortgage Inc., and the UST.

        Under HAMP, investors and servicers of mortgages are entitled to receive certain payments from the UST based on the completion of loan modifications and continued borrower performance under the modified terms. To date, Citi has not recorded any fees under HAMP, as the trial period began in June 2009. During the trial period, the borrower continues to owe interest at the original contractual rate and recognizes interest to the extent permitted under Citi's nonaccrual policy. In addition, the Company does not record charge-offs while the loans are in the trial period if at least one payment under the trial period terms has been made.

The Credit Card Accountability Responsibility and Disclosure Act of 2009

        See "Citicorp—North America Retail Consumer Banking" above for a description of The Credit Card Accountability Responsibility and Disclosure Act of 2009 (CARD Act) and the potential impact of the CARD Act on Citigroup's credit card businesses.


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SPECIAL ASSET POOL

 
 Second Quarter  
 Six Months  
 
In millions of dollars 2009 2008 % Change 2009 2008 % Change 

Net interest revenue

 $940 $892  5%$2,085 $1,714  22%

Non-interest revenue

  (1,459) (7,504) 81  (7,306) (22,734) 68 
              

Total Revenues, net of interest expense

 $(519)$(6,612) 92%$(5,221)$(21,020) 75%
              

Total operating expenses

 $207 $268  (23)%$438 $571  (23)%
              
 

Net credit losses

 $1,638 $39  NM $3,149 $90  NM 
 

Provision for unfunded lending commitments

  52  (68) NM  80  (68) NM 
 

Credit reserve builds (release)

  (104) 229  NM  (40) 400  NM 
              

Provisions for credit losses and for benefits and claims

 $1,586 $200  NM $3,189 $422  NM 
              

(Loss) from continuing operations before taxes

 $(2,312)$(7,080) 67%$(8,848)$(22,013) 60%

Income taxes (benefits)

  (1,050) (2,794) 62  (3,611) (8,566) 58 
              

(Loss) from continuing operations

 $(1,262)$(4,286) 71%$(5,237)$(13,447) 61%

Net income (loss) attributable to noncontrolling interests

  (48) (5) NM  (49) (28) (75)
              

Net (loss)

 $(1,214)$(4,281) 72%$(5,188)$(13,419) 61%
              

EOP assets(in billions of dollars)

  201  299  (33)%         
              

NM    Not meaningful

2Q09 vs. 2Q08

Revenues, net of interest expense increased 92% primarily due to favorable net revenue marks relative to the prior-year quarter. Revenue in the current quarter included positive marks of $613 million on subprime-related direct exposures and $804 million positive CVA on derivative positions, excluding monoline insurers, partially offset by $967 million other revenue write-downs and losses. Revenue in the current quarter was also negatively impacted by $1.1 billion of losses related to hedges of various asset positions.

Operating expenses declined 23%, mainly driven by lower volumes and lower transaction expenses.

Provisions for credit losses and for benefits and claims increased by $1.4 billion primarily driven by $1.6 billion in write-offs, partially offset by a lower loan loss reserve of $213 million. The net $104 million net credit reserve release in the second quarter of 2009 was driven by a $750 million release for specific counterparties, partially offset by builds for specific counterparties.

2Q09 YTD vs. 2Q08 YTD

Revenues, net of interest expense increased 75% primarily due to favorable net revenue relative to the prior period. Revenue year-to-date included a $1.1 billion positive CVA on derivative positions, offset by negative revenue of $1.7 billion on subprime-related direct exposures and $1.1 billion of negative marks for private equity positions. Revenue year-to-date was also negatively impacted by $2.9 billion related to CVA on fair value option liabilities and monolines, Alt-A mortgages, CRE, and leveraged finance commitments.

Operating expenses declined 23% mainly driven by lower volumes and lower transaction expenses.

Provisions for credit losses and for benefits and claims increased by $2.8 billion primarily driven by the $3.1 billion increase in write-offs over the period. Significant write-offs included exposures in Lyondell Basell. The net $40 million net credit reserve release in the current period was driven by a $2.1 billion release for specific counterparties (including Lyondell Basell), partially offset by builds for specific counterparties.rounding.


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CORPORATE/OTHER

        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 June 30, 2010, this segment had approximately $262 billion of assets, consisting primarily of Citi's liquidity portfolio.

 
 Second Quarter Six Months 
In millions of dollars 2009 2008 2009 2008 

Net interest revenue

 $(111)$(577)$(755)$(1,116)

Non-interest revenue

  (630) (730) 514  (625)
          

Total Revenues, net of interest expense

 $(741)$(1,307)$(241)$(1,741)

Total operating expenses

  323  (2) 423  95 

Provisions for loan losses and for benefits and claims

  1    1   
          

(Loss) from continuing operations before taxes

 $(1,065)$(1,305)$(665)$(1,836)

Income taxes (benefits)

  (1,035) (768) 17  (615)
          

(Loss) from continuing operations

 $(30)$(537)$(682)$(1,221)

Income (loss) from discontinued operations, net of taxes

  (142) (94) (259) (35)
          

Net (loss) before attribution of noncontrolling interests

 $(172)$(631)$(941)$(1,256)

Net Income (loss) attributable to noncontrolling interests

    (1)    
          

Net (loss)

 $(172)$(630)$(941)$(1,256)
          

 
 Second Quarter Six Months 
In millions of dollars 2010 2009 2010 2009 

Net interest revenue

 $326 $(107)$642 $(749)

Non-interest revenue

  337  (634) 370  508 
          

Total revenues, net of interest expense

 $663 $(741)$1,012 $(241)
          

Total operating expenses

 $352 $322 $811 $423 

Provisions for loan losses and for benefits and claims

      1  2 
          

Income (loss) from continuing operations before taxes

 $311 $(1,063)$200 $(666)

Income taxes (benefits)

  182  (1,032) 107  17 
          

(Loss) from continuing operations

 $129 $(31)$93 $(683)

Income (loss) from discontinued operations, net of taxes

  (3) (142) 208  (259)
          

Net income (loss) before attribution of noncontrolling interests

 $126 $(173)$301 $(942)

Net income attributable to noncontrolling interests

        (2)
          

Net income (loss)

 $126 $(173)$301 $(940)
          

2Q092Q10 vs. 2Q082Q09

        Revenues, net of interest expense, increased primarily due to reduced mark-to-market volatility in Treasury hedging activities, benefits from lower intersegment eliminations, partially offset by hedging activities.

Operating Expenses increased due to lower intersegment eliminations.

Income Taxes (benefits) decreased due to higher tax benefits held at Corporate in the current year.short-term interest rates and gains on credit default swap hedges.

2Q092Q10 YTD vs 2Q08vs. 2Q09 YTD

        Revenues, net of interest expense, increased due to lower intersegment eliminations, hedging activities, andimproved Treasury results, the impact of changes in U.S. dollar rates.lower short-term funding costs and gains on credit default swap hedges.

        Operating Expenses increased, primarily due to lowercompensation-related costs, legal reserve charges and intersegment eliminations.


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SEGMENT BALANCE SHEET AT JUNE 30, 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

 $8,074 $14,825 $22,899 $1,196 $614 $24,709 
 

Deposits with banks

  8,176  47,812  55,988  4,510  100,282  160,780 
 

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

  340  223,974  224,314  6,468  2  230,784 
 

Brokerage receivables

    25,424  25,424  11,045  403  36,872 
 

Trading account assets

  11,531  284,958  296,489  20,937  (8,014) 309,412 
 

Investments

  33,857  98,185  132,042  71,262  113,762  317,066 
 

Loans, net of unearned income

                   
 

Consumer

  216,966    216,966  288,480    505,446 
 

Corporate

    161,432  161,432  25,262  26  186,720 
              
 

Loans, net of unearned income

 $216,966 $161,432 $378,398 $313,742 $26 $692,166 
 

Allowance for loan losses

  (14,106) (3,418) (17,524) (28,673)   (46,197)
              
 

Total loans, net

 $202,860 $158,014 $360,874 $285,069 $26 $645,969 
 

Goodwill

  10,070  10,473  20,543  4,658    25,201 
 

Intangible assets (other than MSRs)

  2,288  989  3,277  4,591    7,868 
 

Mortgage servicing rights (MSRs)

  1,890  70  1,960  2,934    4,894 
 

Other assets

  29,854  37,595  67,449  52,095  54,557  174,101 
              

Total assets

 $308,940 $902,319 $1,211,259 $464,765 $261,632 $1,937,656 
              

Liabilities and equity

                   
 

Total deposits

 $291,378 $427,314 $718,692 $82,163 $13,096 $813,951 
 

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

  3,812  191,922  195,734  233  145  196,112 
 

Brokerage payables

  134  54,069  54,203    571  54,774 
 

Trading account liabilities

  28  127,973  128,001  3,000    131,001 
 

Short-term borrowings

  143  56,844  56,987  6,035  29,730  92,752 
 

Long-term debt

  3,033  76,131  79,164  44,261  289,872  413,297 
 

Other liabilities

  17,344  16,531  33,875  22,006  22,558  78,439 
 

Net inter-segment funding (lending)

  (6,932) (48,465) (55,397) 307,067  (251,670)  
 

Total Citigroup stockholders' equity

         $154,806 $154,806 
 

Noncontrolling interest

          2,524  2,524 
              

Total equity

          157,330  157,330 
              

Total liabilities and equity

 $308,940 $902,319 $1,211,259 $464,765 $261,632 $1,937,656 
              

        The supplemental information presented above reflects Citigroup's consolidated GAAP balance sheet by reporting segment as of June 30, 2010. The respective segment information depicts the assets and liabilities managed by each segment as of such date. While this presentation is not defined by GAAP, Citi believes that these non-GAAP financial measures enhance investors' understanding of the balance sheet components managed by the underlying business segments, as well as the beneficial inter-relationship of the asset and liability dynamics of the balance sheet components among Citi's business segments.


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TARPCAPITAL RESOURCES AND OTHER REGULATORY PROGRAMSLIQUIDITY

Issuance of $45 Billion of Preferred Stock and Warrants to Purchase Common Stock under TARP CAPITAL RESOURCES

        On October 28, 2008Overview

        Historically, Citi has generated capital by earnings from its operating businesses. However, Citi may augment, and December 31, 2008, Citigroup raised $25 billionduring the recent financial crisis did augment, its capital through issuances of common stock, convertible preferred stock, preferred stock, equity issued through awards under employee benefit plans, and, $20 billion, respectively,in the case of regulatory capital, through the saleissuance of subordinated debt underlying trust preferred stocksecurities. Further, the impact of future events on Citi's business results, such as corporate and warrantsasset dispositions, as well as changes in regulatory and accounting standards, also affect Citi's capital levels.

        Capital is used primarily to purchasesupport 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 is subject to the UST asrisk-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 UST's Troubled Asset Relief Program (TARP)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 Purchase Program. Allalso includes "supplementary" Tier 2 Capital elements, such as qualifying subordinated debt and a limited portion of the proceeds were treatedallowance for credit losses. Both measures of capital adequacy are stated as a percentage of risk-weighted assets.

        In 2009, the U.S. banking regulators developed a new measure of capital termed "Tier 1 Common," which is 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 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 current 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 purposes.

        As part of the public and private exchange offers, the aggregate $25 billion of preferred stock issued to the UST in October 2008 was exchanged for interim securities and a warrant. The warrant will terminate, and the interim securities will automatically convert into Citigroup common stock, following shareholder approval of the increase in the Company's authorized common stock. See "Events in 2009—Public and Private Exchange Offers" above. In addition, as part of the public and private exchange offers, the aggregate $20 billion of preferred stock issued to the UST in December 2008 was exchanged for newly issued 8% trust preferred securities. See "Events in 2009—Public and Private Exchange Offers" above.

        For a discussion of the accounting impact of the exchange offers, see "Events in 2009—Public and Private Exchange Offers" above.

        The warrant issued to the UST in October 2008 has a term of 10 years, an exercise price of $17.85 per share and is exercisable for approximately 210.1 million shares of common stock, which will 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, or $1.3 billion out of the $25 billion in cash proceeds, on a relative fair value basis, was recorded in Citigroup's stockholders' equity and resulted in an increase inAdditional paid-in capital. The warrant issued to the UST in December 2008 has a term of 10 years, an exercise price of $10.61 per share and is exercisable for approximately 188.5 million shares of common stock. The value ascribed to the warrant, or $0.5 billion out of the $20 billion in cash proceeds, on a relative fair value basis, was recorded in Citigroup's stockholders' equity and resulted in an increase inAdditional paid-in capital.

        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 June 30, 2009, Citigroup and its affiliates had issued a total of $44.7 billion of long-term debt that is covered under the FDIC guarantee, with $6.35 billion maturing in 2010, $14.75 billion maturing in 2011 and $23.5 billion maturing in 2012.

        In addition,ratios as of June 30, 2010 and December 31, 2009, Citigroup, through its subsidiaries, also had $27.7 billion in outstanding commercial paper and interbank deposits backed by the FDIC. 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, 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.respectively.


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Citigroup Regulatory Capital Ratios

 
 Jun. 30,
2010
 Dec. 31,
2009
 

Tier 1 Common

  9.71% 9.60%

Tier 1 Capital

  11.99  11.67 

Total Capital (Tier 1 Capital + Tier 2 Capital)

  15.59  15.25 

Leverage

  6.31  6.87 
      

        As noted in the table above, Citigroup was "well capitalized" under the federal bank regulatory agency definitions as of June 30, 2010 and December 31, 2009.

Components of Capital Under Regulatory Guidelines

In millions of dollars June 30,
2010
 December 31,
2009
 

Tier 1 Common

       

Citigroup common stockholders' equity

 $154,494 $152,388 

Less: Net unrealized losses on securities available-for-sale, net of tax(1)

  (2,259) (4,347)

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

  (3,184) (3,182)

Less: Pension liability adjustment, net of tax(2)

  (3,465) (3,461)

Less: Cumulative effect included in fair value of financial liabilities attributable to the change in own credit worthiness, net of tax(3)

  973  760 

Less: Disallowed deferred tax assets(4)

  31,493  26,044 

Less: Intangible assets:

       
 

Goodwill

  25,213  25,392 
 

Other disallowed intangible assets

  5,393  5,899 

Other

  (776) (788)
      

Total Tier 1 Common

 $99,554 $104,495 
      

Qualifying perpetual preferred stock

 $312 $312 

Qualifying mandatorily redeemable securities of subsidiary trusts

  20,091  19,217 

Qualifying noncontrolling interests

  1,077  1,135 

Other

  1,875  1,875 
      

Total Tier 1 Capital

 $122,909 $127,034 
      

Tier 2 Capital

       

Allowance for credit losses(5)

 $13,275 $13,934 

Qualifying subordinated debt(6)

  22,825  24,242 

Net unrealized pretax gains on available-for-sale equity securities(1)

  743  773 
      

Total Tier 2 Capital

 $36,843 $38,949 
      

Total Capital (Tier 1 Capital and Tier 2 Capital)

 $159,752 $165,983 
      

Risk-weighted assets(7)

 $1,024,929 $1,088,526 
      

(1)
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.

(2)
The Federal Reserve Board granted interim capital relief for the impact of ASC 715-20,U.S. Government Loss-Sharing AgreementCompensation—Retirement Benefits—Defined Benefits Plans (formerly SFAS 158).

(3)
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.

(4)
Of Citi's approximately $49.9 billion of net deferred tax assets at June 30, 2010, approximately $15.1 billion of such assets were includable without limitation in regulatory capital pursuant to risk-based capital guidelines, while approximately $31.5 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 $3.3 billion of other net deferred tax assets primarily represented approximately $1.2 billion of deferred tax effects of unrealized gains and losses on available-for-sale debt securities and approximately $2.1 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.

(5)
Includable up to 1.25% of risk-weighted assets. Any excess allowance for credit losses is deducted in arriving at risk-weighted assets.

(6)
Includes qualifying subordinated debt in an amount not exceeding 50% of Tier 1 Capital.

(7)
Includes risk-weighted credit equivalent amounts, net of applicable bilateral netting agreements, of $59.8 billion for interest rate, commodity, and equity derivative contracts, foreign exchange contracts, and credit derivatives as of June 30, 2010, compared with $64.5 billion as of December 31, 2009. Market risk equivalent assets included in risk-weighted assets amounted to $63.6 billion at June 30, 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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BackgroundAdoption of SFAS 166/167 Impact on Capital

        OnThe adoption of SFAS 166/167 had a significant and immediate impact on Citigroup's capital ratios as of January 15, 2009, Citigroup entered1, 2010.

        As described further in Note 1 to the Consolidated Financial Statements, 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 definitive agreementreduction 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 first quarter of 2010.

        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 increased during the six months ended June 30, 2010 by $2.1 billion to $154.5 billion, and represented 8.0% of total assets as of June 30, 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 six months 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

  7.1 

Employee benefit plans and other activities

  1.7 

ADIA Upper DECs equity units purchase contract

  1.9 

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

  (0.2)
    

Common stockholders' equity, June 30, 2010

 $154.5 
    

        As of June 30, 2010, $6.7 billion of stock repurchases remained under Citi's authorized repurchase programs. No material repurchases were made in the first six months of 2010, or the year ended December 31, 2009. For so long as the U.S. government holds any Citigroup common stock or trust preferred securities, Citigroup has generally 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 UST,consent of the FDICU.S. government.

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 $121.3 billion at June 30, 2010 and $118.2 billion at December 31, 2009.

        The TCE ratio (TCE divided by risk-weighted assets) was 11.8% at June 30, 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 June 30,
2010
 Dec. 31,
2009
 

Total Citigroup stockholders' equity

 $154,806 $152,700 

Less:

       
 

Preferred stock

  312  312 
      

Common equity

 $154,494 $152,388 

Less:

       
 

Goodwill

  25,201  25,392 
 

Intangible assets (other than MSRs)

  7,868  8,714 
 

Goodwill-recorded as assets held for sale in Other assets

  12   
 

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

  54   
 

Related net deferred tax assets

  62  68 
      

Tangible common equity (TCE)

 $121,297 $118,214 
      

Tangible assets

       

GAAP assets

 $1,937,656 $1,856,646 
 

Less:

       
  

Goodwill

  25,201  25,392 
  

Intangible assets (other than MSRs)

  7,868  8,714 
  

Goodwill-recorded as assets held for sale in Other assets

  12   
  

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

  54   
  

Related deferred tax assets

  365  386 

Federal bank regulatory reclassification

    5,746 
      

Tangible assets (TA)

 $1,904,156 $1,827,900 
      

Risk-weighted assets (RWA)

 $1,024,929 $1,088,526 
      

TCE/TA ratio

  6.37% 6.47%
      

TCE/RWA ratio

  11.83% 10.86%
      

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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 BankBoard. To be "well capitalized" under current regulatory definitions, Citigroup's depository institutions must have a Tier 1 Capital ratio of New York (collectively, the USG) on losses arising onat least 6%, a $301 billion portfolioTotal Capital (Tier 1 Capital + Tier 2 Capital) ratio of Citigroup assets (valuedat 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.

        At June 30, 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 of November 21, 2008, other than as set forth in note 1 to the table below). As shownnoted in the tablefollowing table:

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

In billions of dollars Jun. 30,
2010
 Dec. 31,
2009
 

Tier 1 Capital

 $101.1 $96.8 

Total Capital (Tier 1 Capital + Tier 2 Capital)

  114.6  110.6 
      

Tier 1 Capital ratio

  14.16% 13.16%

Total Capital ratio

  16.04  15.03 

Leverage ratio(1)

  8.90  8.31 
      

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

        Similar to pending changes to capital standards applicable to Citigroup and its broker-dealer subsidiaries, as discussed below, as a resultthe capital requirements applicable to Citigroup's subsidiary depository institutions may be subject to change in light of receiptactions currently being considered at both the legislative and regulatory levels.

        There are various legal and regulatory limitations on the ability of principal repaymentCitigroup's subsidiary depository institutions to pay dividends, extend credit or otherwise supply funds to Citigroup and charge-offs,its non-bank subsidiaries. In determining the total asset pool has declined by approximately $35 billion to approximately $266.4 billion from the original $301 billion.

        As consideration for the loss-sharing agreement, Citigroup issued approximately $7.1 billion in preferred stock to the USTdeclaration of dividends, each depository institution must also consider its effect on applicable risk-based capital and the FDIC,Leverage ratio requirements, as well as a warrant exercisable for common stock to the UST. Of the issuance, $3.617 billion, representing the total fair valuepolicy statements of the issued shares and warrant, was treated as Tier 1 Capital.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 bank subsidiaries during the first six months of 2010.


        As partTable of the public and private exchange offers, the approximately $7.1 billion of preferred stock issued to the UST and FDIC in consideration for the loss-sharing agreement was exchanged for newly issued 8% trust preferred securities. See "Events in 2009—Public and Private Exchange Offers" above. The warrant issued to the UST as consideration for the loss-sharing agreement has a term of 10 years, an exercise price of $10.61 per share and is exercisable for approximately 66.5 million shares of common stock. The fair value of the warrant of $88 million was recorded as a credit toAdditional paid-in capital at the time of issuance.

Terms of AgreementContents

        The loss-sharing agreement extendsfollowing 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 June 30, 2010. This information is provided 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 throughpurpose of analyzing the impact that a change in Citigroup's fair value accounting for the asset or the creationCitibank, N.A.'s financial position or increaseresults of operations could have on these ratios. These sensitivities only consider a related loss reserve. Oncesingle change to either a losscomponent 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 recognized under the agreement, the aggregate amount of qualifying losses across the portfolioreflected in a particular period is netted against the aggregate recoveries and gains across the portfolio, all on a pretax basis.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

1.0 bps0.9 bps1.0 bps1.2 bps1.0 bps1.5bps0.5 bps0.3 bps

Citibank, N.A. 

1.4 bps2.0 bps1.4 bps2.2 bps0.9 bps0.8 bps

Broker-Dealer Subsidiaries

        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:

    first, until the UST has paid $5 billion in aggregate, 90% by the UST and 10% by Citigroup;

    second, until the FDIC has paid $10 billion in aggregate, 90% by the FDIC and 10% by Citigroup; and

    third, 90% by the Federal Reserve Bank of New York and 10% by Citigroup.

        Approximately $2.5 billion of GAAP losses on the asset pool were recorded in the second quarter of 2009, bringing the GAAP losses on the portfolio to date to approximately $5.3 billion (i.e., for the period of November 21, 2008 throughAt June 30, 2009). These losses count towards Citigroup's $39.5 billion first-loss position.

        The Federal Reserve Bank2010, Citigroup Global Markets Inc., a broker-dealer registered with the SEC that is an indirect wholly owned subsidiary 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 determinedCitigroup Global Markets Holdings Inc. (CGMHI), had net capital, computed in accordance with the agreement. FollowingSEC's net capital rule, of $8.3 billion, which exceeded the loan, as losses are incurred on the remaining covered asset pool, Citigroup will be required to immediately repay 10%minimum requirement by $7.6 billion.

        In addition, certain 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 coverageCiti's broker-dealer subsidiaries are subject to final confirmation byregulation in the USGother countries in which they do business, including requirements to maintain specified levels of amongnet capital or its equivalent. Citigroup's broker-dealer subsidiaries were in compliance with their capital requirements at June 30, 2010.

        Similar to pending changes to capital standards applicable to Citigroup, as discussed under "Regulatory Capital Standards Developments" below, net capital requirements applicable to Citigroup's broker-dealer subsidiaries in the U.S. and other things,jurisdictions may be subject to change in light of the qualificationrecently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (Financial Reform Act) and other actions currently being considered at both the legislative and regulatory levels. Citi continues to monitor these developments closely.

Regulatory Capital Standards Developments

        The prospective regulatory capital standards for financial institutions are currently subject to significant debate, rulemaking activity and uncertainty, both in the U.S. as well as internationally. Citi continues to monitor these developments closely.

        Basel II and III.    In late 2005, the Basel Committee on Banking Supervision (Basel Committee) published a new set of assetsrisk-based capital standards (Basel II) which would permit banks, including Citigroup, to leverage internal risk models used to measure credit, operational, and market risk exposures to drive regulatory capital calculations. In late 2007, the U.S. banking regulators adopted these standards for large banks, including Citigroup. As adopted, the standards 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, which could result in a need for Citigroup to hold additional regulatory capital. The U.S. implementation timetable consists of a parallel calculation period under the asset eligibility criteria, expected lossescurrent regulatory capital regime (Basel I) and reserves. See "Events in 2009—Loss-Sharing Agreement."Basel II followed by a three-year transitional period.

        The USG has a 120-day confirmation period to review the composition of the asset pool from the date that Citi submitted its revised asset pool. The revised asset pool was submitted by Citigroupbegan parallel reporting on April 15, 2009. The advisor to the USG has been conducting its review of the assets and it is thus currently expected that the USG will complete its review by August 13, 2009. The final composition of the asset pool1, 2010. There will be established within 90 days afterat least four quarters of parallel reporting before Citi enters the USG completes its review.

        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 $19 billion, the USG may increase the required reporting or alter the thresholds for notice and approval. If covered losses exceed $27 billion, the USG hasthree-year transitional period. U.S. regulators have reserved the right to change how Basel II is applied in the asset managerU.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.

        Separate from the Basel II rules for credit and operational risk discussed above, the covered asset pool, among other things.Basel Committee has proposed revisions to the market risk framework that could also lead to additional capital requirements (Basel III). Although not yet ratified by the Basel Committee or U.S. regulators, the Basel III final rules for capital, leverage and liquidity (Basel III introduces new global standards and ratios for liquidity risk measurement) are currently expected to be published by January 2011, one quarter ahead of Citigroup's earliest date for Basel II implementation for credit and operational risk.

Accounting        Financial Reform Act.    In addition to the implementation of Basel II and RegulatoryBasel III, the Financial Reform Act grants new regulatory authority to various U.S. federal regulators, including the Federal Reserve Board and a newly created Financial Stability Oversight Council (Oversight Council), to impose heightened prudential standards on financial institutions such as Citigroup. These standards could include heightened capital, leverage and liquidity standards, as well as requirements for periodic stress tests. The Federal Reserve Board will also have discretion to impose other prudential standards, including contingent capital requirements, and will retain important flexibility to distinguish among bank holding companies such as Citigroup based on their perceived riskiness, complexity, activities, size and other factors.

        In addition, the so-called "Collins Amendment" to the Financial Reform Act will result in new minimum capital requirements for bank holding companies such as Citigroup, and could require Citigroup to replace certain of its outstanding securities that are currently counted towards Citi's Tier 1 Capital Treatmentrequirements, such as trust preferred securities, over a period of time.


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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 accountscorporate 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. Due to various constraints that limit certain Citi subsidiaries' ability to pay dividends or otherwise make funds available (see "Parameters for Intercompany Funding Transfers" below), Citigroup's primary objectives for funding and liquidity management are established by entity and in aggregate across: (i) the loss-sharing agreementparent holding company/broker dealer subsidiaries; and (ii) bank subsidiaries.

        Currently, Citigroup's primary sources of funding include deposits, long-term debt and long-term collateralized financing, and equity, including preferred, trust preferred securities and common stock. This funding is supplemented by modest amounts of short-term borrowings.

        Citi views its deposit base as an indemnification agreementits most stable and lowest cost funding source. Citi has focused on maintaining a geographically diverse retail and corporate deposit base that stood at approximately $814 billion as of June 30, 2010, as compared with $828 billion at March 31, 2010 and $836 billion at December 31, 2009. The sequential decline in deposits primarily resulted from FX translation. Excluding FX translation, Citigroup deposits at June 30, 2010 remained flat as compared with the first quarter of 2010. As stated above, Citigroup's deposits are diversified across products and regions, with approximately 63% outside of the U.S.

        At June 30, 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
 Other
Non-bank
 Bank Total
Citigroup(1)
 

Long-term debt(2)

 $189.1 $75.7 $148.5(3)$413.3 

Commercial paper

    11.2  25.2  36.4 

(1)
Includes $101.0 billion of long-term debt and $25.2 billion of commercial paper related to VIEs consolidated effective January 1, 2010 with the adoption of SFAS 166/167.

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

(3)
At June 30, 2010, approximately $18.6 billion relates to collateralized advances from the Federal Home Loan Bank.

        The $36.4 billion of commercial paper outstanding as of June 30, 2010 reflects the consolidation of VIEs pursuant to the guidanceadoption of SFAS 166/167 effective January 1, 2010; the $10.2 billion at December 31, 2009 was pre-adoption. The VIE consolidation led to an increase in FASB Statement No. 141 (revised 2007),Business Combinations (ASC 805-20-30-18).bank subsidiary commercial paper, while non-bank subsidiarycommercial paper remained at recent levels.

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

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

Debt issued under TLGP guarantee

 $17.0 $10.0 $10.0 $ $ 

Debt issued without TLGP guarantee:

                
 

Citigroup parent company/CFI

  7.4  12.6  4.0(3) 1.3  5.0(3)
 

Other Citigroup subsidiaries

  10.1(1) 7.9(2) 5.8(4) 3.7(5) 0.1 
            

Total(6)

 $34.5 $30.5 $19.8 $5.0 $5.1 
            

(1)
Includes $8.5 billion issued through the U.S. government-sponsored Department of $3.617Education Conduit Facility, and $1 billion (equalissued by Citibank Pty. Ltd. Australia and guaranteed by the Commonwealth of Australia and other local country debt.

(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 and other local country debt.

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

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

(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 and other local country debt.

(6)
The table excludes the effect of trust preferred issuances, including $27.1 billion in 3Q09 and $2.3 billion in 2Q10.

        See Note 12 to the fair valueConsolidated Financial Statements for further detail on Citigroup's and its affiliates' long-term debt and commercial paper outstanding.

        Structural liquidity, defined as the sum of deposits, long-term debt and stockholders' equity as a percentage of total assets, was 71% at June 30, 2010, unchanged as compared with March 31, 2010 and compared with 67% at June 30, 2009.

        In addition, one of Citi's key structural liquidity measures is the cash capital ratio. Cash capital is a broader measure of the consideration issuedability 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 June 30, 2010, the combined Citigroup, the parent holding company, and CGMHI, as well as the aggregate bank subsidiaries had an excess of cash capital. In addition, as of June 30, 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 USG, described above) inOther assets on the Consolidated Balance Sheet. The asset will be amortized as anOther 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 eachunsecured wholesale markets.


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group. DuringAggregate Liquidity Resources

 
 Parent & Broker Dealer Significant Bank Entities Total 
In billions of dollars Jun. 30,
2010
 Mar. 31,
2010
 Jun. 30,
2009
 Jun. 30,
2010
 Mar. 31,
2010
 Jun. 30,
2009
 Jun. 30,
2010
 Mar. 31,
2010
 Jun. 30,
2009
 

Cash at major central banks

 $24.7 $9.5 $22.5 $86.0 $108.9 $110.0 $110.7 $118.4 $132.5 

Unencumbered Liquid Securities

  56.8  72.8  42.5  143.4  128.7  53.3  200.2  201.5  95.8 
                    

Total

 $81.5 $82.3 $65.0 $229.4 $237.6 $163.3 $310.9 $319.9 $228.3 
                    

        As noted in the quarter endedtable above, Citigroup's aggregate liquidity resources totaled $310.9 billion as of June 30, 2009, Citigroup recorded $120 million2010, compared with $319.9 billion at March 31, 2010 and $228.3 billion at June 30, 2009. Excluding the impact of FX translation, the level of liquidity resources at June 30, 2010 was essentially flat to the prior quarter. These amounts are as anOther operating expense.

        Under indemnification accounting, recoveries (gains), if any, will be recognizedof quarter-end, and may increase or decrease intra-quarter and intra-day in the Consolidated Statementordinary course of Income in the same future periods that cumulative losses recorded under U.S. GAAP on the covered assets exceed the $39.5 billion first-loss amount. The Company will recognize and 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.business.

        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 agreement. 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 June 30, 2009, the Company has recognized cumulative U.S. GAAP losses on the covered assets that are substantially below our first-loss amount2010, Citigroup's and therefore, no additional indemnification asset has been recognized as of such time.

        The fair value of the warrant issued to the UST, which remains outstanding is $88 millionits affiliates' liquidity portfolio and was recorded as a credit toAdditional paid-in capitalbroker-dealer "cash box" totaled $81.5 billion, compared with $82.3 billion at the time of issuance.

        The covered assets are risk-weighted at 20% for purposes of calculating the Tier 1 Capital ratioMarch 31, 2010 and $65.0 billion at June 30, 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. Citigroup's bank subsidiaries had an aggregate of approximately $86 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 $108.9 billion at March 31, 2010 and $110.0 billion at June 30, 2009. These amounts are in addition to cash deposited from the broker-dealer "cash box" noted above.

        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 following table summarizesvalue of these liquid securities was $143.4 billion at June 30, 2010, compared with $128.7 billion at March 31, 2010 and $53.3 billion at June 30, 2009. Significant amounts of cash and liquid securities are also available in other Citigroup entities.

        In addition to the assets that were parthighly liquid securities listed above, Citigroup's bank subsidiaries also maintain additional unencumbered securities and loans which are currently pledged to the U.S. Federal Home Loan Banks and U.S. Federal Reserve Banks.

        Further, Citigroup, as the parent holding company, can transfer funding, subject to certain legal restrictions, to other affiliated entities, including its bank subsidiaries. Citi's non-bank subsidiaries, such as its broker-dealer subsidiaries, can also transfer excess liquidity to the parent holding company through termination of intercompany borrowings, and to the parent holding company and other affiliates, including Citi's bank subsidiaries. In addition, Citigroup's bank subsidiaries, including Citibank, N.A., can lend to Citigroup's non-bank subsidiaries in accordance with Section 23A of the covered asset pool agreedFederal Reserve Act. As of June 30, 2010, the amount available for lending under Section 23A was approximately $26 billion, provided the funds are collateralized appropriately.

Funding Outlook

        Based on the current status of Citi's aggregate liquidity resources discussed above, as well as Citi's continued deleveraging, stability in its deposit base to between Citigroupdate, and its increased structural liquidity over the USGprior two years, Citi currently expects to refinance only a portion of its long-term debt maturing in 2010. In addition, Citi does not currently expect to refinance its TLGP debt as of January 16, 2009, with their values as of November 21, 2008 (except asit matures (as set forth in note 2 of the notelong-term debt above). However, as part of its efforts to maintain and solidify its structural liquidity, as well as extend the table below), andduration of liabilities supporting its businesses, for the balances asfull year of June 30, 2009, reflecting changes2010, Citi currently expects to issue approximately $18 billion to $21 billion in the balances of assetslong-term debt (excluding local country debt) an amount that remained qualified, plus approximately $10is $3 billion to $6 billion higher than previously-stated estimates. This $18 billion to $21 billion of new replacement assets that Citi substituted for non-qualifying assets. The $266.4expected issuance is less than the $35 billion of covered assets at June 30, 2009 are recorded inexpected maturities during the year (excluding local country debt). Citi Holdings within Local Consumer Lending ($183.2 billion)continues to review its funding and Special Asset Pool ($83.2 billion). The asset pool, as revised, remains subjectliquidity needs and may adjust its expected issuances for the remainder of 2010 due to the USG's final review process, anticipated to be completed by August 13, 2009, with final composition of the asset pool established within 90 days after the USG's completion of its review.market conditions or regulatory requirements, among other factors.

Assets

In billions of dollars June 30,
2009
 November 21,
2008(1)(2)
 

Loans:

       
 

First mortgages

 $86.0 $98.0 
 

Second mortgages

  52.0  55.4 
 

Retail auto loans

  12.9  16.2 
 

Other consumer loans

  18.4  19.7 
      

Total consumer loans

 $169.3 $189.3 
      
 

CRE loans

 $11.4 $12.0 
 

Highly leveraged finance loans

  1.3  2.0 
 

Other corporate loans

  12.2  14.0 
      

Total corporate loans

 $24.9 $28.0 
      

Securities:

       
 

Alt-A

 $9.5 $11.4 
 

SIVs

  5.9  6.1 
 

CRE

  1.6  1.4 
 

Other

  9.0  11.2 
      

Total securities

 $26.0 $30.1 
      

Unfunded lending commitments (ULC)

       
 

Second mortgages

 $19.6 $22.4 
 

Other consumer loans

  2.6  3.6 
 

Highly leveraged finance

  0.0  0.1 
 

CRE

  4.2  5.5 
 

Other commitments

  19.8  22.0 
      

Total ULC

 $46.2 $53.6 
      

Total covered assets

 $266.4 $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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Implementation and Management of TARP ProgramsCredit Ratings

        AfterCitigroup'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 receivedguarantee, changes in ratings for Citigroup Funding Inc. are the TARP capital, it established a Special TARP Committee composedsame as those of senior executivesCitigroup.

Citigroup's Debt Ratings as of June 30, 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 (S&P)

AA-1AA-1A+A-1

        The credit rating agencies included in the chart above have each indicated that they are evaluating the impact of the Financial Reform Act on the rating support assumptions currently included in their methodologies as related to approve, monitor and track how the fundslarge bank holding companies. These evaluations are utilized. Citi is required to adhere to the following objectivesgenerally as a conditionresult of agencies' belief that the Financial Reform Act increases the uncertainty regarding the U.S. government's willingness to provide extraordinary support to such companies. Consistent with such belief and to bring Citi in line with other large banks, S&P and Moody's revised their outlooks on Citigroup's supported ratings from stable to negative in February and July of 2010, respectively. The credit rating agencies have generally indicated that their evaluations of the USG's capital investment:

        The Committee has established specific guidelines, which are consistent with the objectives and spiritcompletion of the program. Pursuantevaluations, as well as the outcomes, is uncertain.

        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 these guidelines, Citi will use TARP capital only for those purposes expressly approvedcollateral 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 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 May 12, 2009, Citi published its quarterly report summarizing its TARP spending initiatives for the first quarter of 2009 (the report is available at www.citigroup.com). The report states that the Committee has authorized $44.75 billion in initiatives backed by TARP capital which has subsequently been increased to $50.8 billion.one notch. As of June 30, 2009,2010, Citi currently believes that a one-notch downgrade of both the Company has deployed approximately $15.1billionsenior debt/long-term rating of funds underCitigroup Inc. and a one-notch downgrade of Citigroup Inc.'s commercial paper/short-term rating could result in the approved initiatives.assumed loss of unsecured commercial paper ($10.6 billion) and tender option bonds funding ($1.9 billion) as well as derivative triggers and additional margin requirements ($1.0 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 $83.6 billion as of June 30, 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 $1.6 billion in funding requirement in the form of cash obligations and collateral.

        Further, as of June 30, 2010, a one-notch downgrade of the senior debt/long-term ratings of Citibank, N.A. could result in an approximate $3.6 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 $229 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. The adoption of SFAS 166/167, effective on January 1, 2010, caused certain SPEs, including credit card receivables securitization trusts and asset-backed commercial paper conduits, to be consolidated in Citi's Financial Statements. 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 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 second quarter of 2010, Citigroup's aggregate loan portfolio decreased by $29.6 billion to $692.2 billion. Citi's total allowance for loan losses totaled $46.2 billion at June 30, 2010, a coverage ratio of 6.72% of total loans, down from 6.80% at March 31, 2010 and up from 5.60% in the second quarter of 2009.

        During the second quarter of 2010, Citigroup recorded a net release of $1.5 billion to its credit reserves and allowance for unfunded lending commitments, compared to a $3.9 billion build in the second quarter of 2009. The release consisted of a net release of $683 million for corporate loans ($253 million release inICG and approximately $400 million release inSAP), and a net release of $827 million for consumer loans, mainly for Retail Partner Cards in Citi Holdings,LATAM RCB andAsia RCB (mainly a $412 million release inRCB and a $421 million release inLCL). Despite the reserve release for consumer loans, the coincident months of coverage of the consumer portfolio increased from 15.5 to 15.9 months, significantly higher than the year-ago level of 12.7 months.

        Net credit losses of $8.0 billion during the second quarter of 2010 decreased $3.5 billion from year-ago levels (on a managed basis). The decrease consisted of a net decrease of $2.2 billion for consumer loans (mainly a $1.9 billion decrease inLCL and a $321 million decrease inRCB) and a decrease of $1.3 billion for corporate loans ($1.2 billion decrease inSAP and a $126 million decrease inICG).

        Consumer non-accrual loans (which excludes credit card receivables) totaled $13.8 billion at June 30, 2010, compared to $15.6 billion at March 31, 2010 and $15.8 billion at June 30, 2009. The consumer loan 90 days or more delinquency rate was 3.67% at June 30, 2010, compared to 4.01% at March 31, 2010 and 3.68% a year ago. The 30 to 89 days past due consumer loan delinquency rate was 3.06% at June 30, 2010, compared to 3.19% at March 31, 2010 and 3.41% a year ago. During the second quarter of 2010, both early- and later-stage delinquencies declined across most of the consumer loan portfolios, driven by improvement in North America mortgages. Delinquencies declined in first mortgages, entirely as a result of asset sales and loans moving from the trial period under the U.S. Treasury's Home Affordable Modification Program (HAMP) to permanent modification.

        Corporate non-accrual loans were $11.0 billion at June 30, 2010, compared to $12.9 billion at March 31, 2010 and $12.5 billion a year ago. The decrease from the prior quarter was mainly due to loan sales, write-offs and paydowns, which were partially offset by increases due to weakening of certain borrowers.

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


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Loans Outstanding

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

Allowance for loan losses at beginning of period

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

Provision for loan losses

                
  

Consumer

 $10,010 $8,010 $8,592 $7,831 $6,194 
  

Corporate

  2,223  1,905  3,579  1,112  789 
            

 $12,233 $9,915 $12,171 $8,943 $6,983 
            

Gross credit losses

                

Consumer(1)

                
 

In U.S. offices

 $4,694 $4,124 $3,610 $3,073 $2,584 
 

In offices outside the U.S. 

  2,305  1,936  1,818  1,914  1,798 

Corporate

                
 

In U.S. offices

  1,216  1,176  364  156  190 
 

In offices outside the U.S. 

  558  424  756  200  197 
            

 $8,773 $7,660 $6,548 $5,343 $4,769 
            

Credit recoveries

                

Consumer

                
 

In U.S. offices

 $131 $136 $132 $137 $145 
 

In offices outside the U.S. 

  261  213  219  252  289 

Corporate

                
 

In U.S. offices

  20  1  2  3  2 
 

In offices outside the U.S. 

  6  28  52  31  23 
            

 $418 $378 $405 $423 $459 
            

Net credit losses

                
 

In U.S. offices

 $5,759 $5,163 $3,840 $3,089 $2,627 
 

In offices outside the U.S. 

  2,596  2,119  2,303  1,831  1,683 
            

Total

 $8,355 $7,282 $6,143 $4,920 $4,310 
            

Other—net(2)(3)(4)(5)(6)

 $359 $(546)$(417)$(795)$(153)
            

Allowance for loan losses at end of period

 $35,940 $31,703 $29,616 $24,005 $20,777 
            

Allowance for loan losses as a % of total loans

  5.60% 4.82% 4.27% 3.35% 2.78%

Allowance for unfunded lending commitments(7)

 $1,082 $947 $887 $957 $1,107 
            

Total allowance for loan losses and unfunded lending commitments

 $37,022 $32,650 $30,503 $24,962 $21,884 
            

Net consumer credit losses

 $6,607 $5,711 $5,077 $4,598 $3,948 

As a percentage of average consumer loans

  5.88% 4.95% 4.12% 3.57% 2.95%
            

Net corporate credit losses/(recoveries)

 $1,748 $1,571 $1,066 $322 $362 

As a percentage of average corporate loans

  0.89% 0.79% 0.60% 0.19% 0.16%
            

Allowance for loan losses at end of period(8)

                
 

Citicorp

 $10,046 $8,520 $7,684 $6,651 $6,143 
 

Citi Holdings

  25,894  23,183  21,932  17,354  14,634 
            
   

Total Citigroup

 $35,940 $31,703 $29,616 $24,005 $20,777 
            

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

Consumer loans

                

In U.S. offices

                
 

Mortgage and real estate(1)

 $171,102 $180,334 $183,842 $191,748 $197,358 
 

Installment, revolving credit, and other

  61,867  69,111  58,099  57,820  61,645 
 

Cards

  125,337  127,818  28,951  36,039  33,750 
 

Commercial and industrial

  5,540  5,386  5,640  5,848  6,016 
 

Lease financing

  6  7  11  15  16 
            

 $363,852 $382,656 $276,543 $291,470 $298,785 
            

In offices outside the U.S.

                
 

Mortgage and real estate (1)

 $47,921 $49,421 $47,297 $47,568 $45,986 
 

Installment, revolving credit, and other

  38,115  44,541  42,805  45,004  45,556 
 

Cards

  37,510  38,191  41,493  41,443  42,262 
 

Commercial and industrial

  16,420  14,828  14,780  14,858  13,858 
 

Lease financing

  677  771  331  345  339 
            

 $140,643 $147,752 $146,706 $149,218 $148,001 
            

Total consumer loans

 $504,495 $530,408 $423,249 $440,688 $446,786 

Unearned income

  951  1,061  808  803  866 
            

Consumer loans, net of unearned income

 $505,446 $531,469 $424,057 $441,491 $447,652 
            

Corporate loans

                

In U.S. offices

                
 

Commercial and industrial

 $11,656 $15,558 $15,614 $19,692 $26,125 
 

Loans to financial institutions

  31,450  31,279  6,947  7,666  8,181 
 

Mortgage and real estate (1)

  22,453  21,283  22,560  23,221  23,862 
 

Installment, revolving credit, and other

  14,812  15,792  17,737  17,734  19,856 
 

Lease financing

  1,244  1,239  1,297  1,275  1,284 
            

 $81,615 $85,151 $64,155 $69,588 $79,308 
            

In offices outside the U.S.

                
 

Commercial and industrial

 $65,615 $64,903 $68,467 $73,564 $78,512 
 

Installment, revolving credit, and other

  11,174  10,956  9,683  10,949  11,638 
 

Mortgage and real estate (1)

  7,301  9,771  9,779  12,023  11,887 
 

Loans to financial institutions

  20,646  19,003  15,113  16,906  15,856 
 

Lease financing

  582  663  1,295  1,462  1,560 
 

Governments and official institutions

  1,046  1,324  1,229  826  713 
            

 $106,364 $106,620 $105,566 $115,730 $120,166 
            

Total corporate loans

 $187,979 $191,771 $169,721 $185,318 $199,474 

Unearned income

  (1,259) (1,436) (2,274) (4,598) (5,436)
            

Corporate loans, net of unearned income

 $186,720 $190,335 $167,447 $180,720 $194,038 
            

Total loans—net of unearned income

 $692,166 $721,804 $591,504 $622,211 $641,690 

Allowance for loan losses—on drawn exposures

  (46,197) (48,746) (36,033) (36,416) (35,940)
            

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

 $645,969 $673,058 $555,471 $585,795 $605,750 

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

  6.72% 6.80% 6.09% 5.85% 5.60%
            

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

  7.87% 7.84% 6.70% 6.44% 6.25%
            

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

  3.59% 3.90% 4.56% 4.42% 4.11%
            

(1)
Loans secured primarily by real estate.

(2)
The first and second quarters of 2010 exclude loans which are carried at fair value.

        Certain lending products included in the loan table above have terms that 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, Citi does not believe these products are material to its financial position and results and are closely managed via credit controls that mitigate the additional inherent risk.

Impaired Loans

        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 impaired loans are estimated considering all available evidence including, as appropriate, the present value


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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. Consumer impaired loans exclude smaller-balance homogeneous loans that 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. As of June 30, 2010, loans included in those short-term programs amounted to $7 billion.

        The following table presents information about impaired loans:

In millions of dollars at year end June 30,
2010
 December 31,
2009
 

Non-accrual corporate loans

       
 

Commercial and industrial

 $6,565 $6,347 
 

Loans to financial institutions

  478  1,794 
 

Mortgage and real estate

  2,568  4,051 
 

Lease financing

  58   
 

Other

  1,367  1,287 
      
 

Total non-accrual corporate loans

 $11,036 $13,479 
      

Impaired consumer loans(1)

       
 

Mortgage and real estate

 $16,094 $10,629 
 

Installment and other

  4,440  3,853 
 

Cards

  5,028  2,453 
      
 

Total impaired consumer loans

 $25,562 $16,935 
      

Total(2)

 $36,598 $30,414 
      

Non-accrual corporate loans with valuation allowances

 $7,035 $8,578 

Impaired consumer loans with valuation allowances

  25,143  16,453 
      

Non-accrual corporate valuation allowance

 $2,355 $2,480 

Impaired consumer valuation allowance

  7,540  4,977 
      

Total valuation allowances (3)

 $9,895 $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 $24.7 billion and $15.9 billion at June 30, 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 $26.6 billion and $18.1 billion at June 30, 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 the adoption of SFAS 166/167 in 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, based on actual experience and a forward-looking assessment of the collectability of the loan in full, 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 loan losses inherent in the overall portfolio. Additions to the allowance are made through the provision for loan losses. Loan 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 reservesconsidered 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 Troubled Debt Restructuringssupport from any financially responsible guarantors (discussed further below) 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.

        For both the asset-specific and the statistically-based components of the allowance for loan losses, management may incorporate guarantor support. The financial wherewithal of the guarantor is evaluated, as applicable, based on net worth, cash flow statements and personal or company financial statements which are updated and reviewed at least annually. Typically, a guarantee arrangement is used to facilitate cooperation in a restructuring situation. A guarantor's reputation and willingness to work with Citigroup is evaluated based on the historical experience with the guarantor and the knowledge of the marketplace. In the rare event that the guarantor is unwilling or unable to perform or facilitate borrower cooperation, Citi pursues a legal remedy. If Citi does not pursue a legal remedy, it is because Citi does not believe the guarantor has the financial wherewithal to perform regardless of legal action, or because there are legal limitations on simultaneously pursuing guarantors and foreclosure. A guarantor's reputation does not typically impact our decision or ability to seek performance under guarantee.

        In cases where a guarantee is a factor in the assessment of loan losses, it is typically included via adjustment to the loan's internal risk rating, which in turn is the basis for the adjustment to the statistically-based component of the allowance for loan losses. To date, it is only in rare circumstances that an impaired commercial or CRE loan is carried at a value in excess of the appraised value due to a guarantee.

        When Citi's monitoring of the loan indicates that the guarantor's wherewithal to pay is uncertain or has deteriorated, there is either no change in the risk rating, because the guarantor's credit support was never initially factored in, or the risk rating is adjusted to reflect that uncertainty or deterioration. Accordingly, a guarantor's ultimate failure to perform or a lack of legal enforcement of the guarantee does not materially impact the allowance for loan losses, as there is typically no further significant adjustment of the loan's risk rating at that time.

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 $3,810 million, $2,760 million, $2,180 million, $1,443 million,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.

        Loans included in the U.S. Treasury's Home Affordable Modification Program (HAMP) trial period are not classified as modified under short-term or long-term programs, and $882 million asthe allowance for loan losses for these loans is calculated under ASC 450-20. The allowance calculation for HAMP trial loans uses default rates that assume that the borrower will not successfully complete the trial period and receive a permanent modification. As of June 30, 2010, of the loans in which the trial period has ended, 37% of the loan balances were successfully modified under HAMP, 12% were modified under the Citi Supplemental program, 6% received HAMP Re-age, (each as described under Consumer Loan Modification Programs) and 45% did not receive any modification from Citi to date.


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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:

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

Allowance for loan losses at beginning of period

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

Provision for loan losses

                
  

Consumer

 $6,672 $8,244 $7,077 $7,321 $10,010 
  

Corporate

  (149) 122  764  1,450  2,223 
            

 $6,523 $8,366 $7,841 $8,771 $12,233 
            

Gross credit losses

                

Consumer

                
 

In U.S. offices

 $6,494 $6,942 $4,360 $4,459 $4,694 
 

In offices outside the U.S. 

  1,774  1,797  2,187  2,406  2,305 

Corporate

                
 

In U.S. offices

  563  404  478  1,101  1,216 
 

In offices outside the U.S. 

  290  155  877  483  558 
            

 $9,121 $9,298 $7,902 $8,449 $8,773 
            

Credit recoveries

                

Consumer

                
 

In U.S. offices

 $460 $419 $160 $149 $131 
 

In offices outside the U.S. 

  318  300  327  288  261 

Corporate

                
 

In U.S. offices

  307  177  246  30  4 
 

In offices outside the U.S. 

  74  18  34  13  22 
            

 $1,159 $914 $767 $480 $418 
            

Net credit losses

                
 

In U.S. offices

 $6,290 $6,750 $4,432 $5,381 $5,775 
 

In offices outside the U.S. 

  1,672  1,634  2,703  2,588  2,580 
            

Total

 $7,962 $8,384 $7,135 $7,969 $8,355 
            

Other—net(1)(2)(3)(4)(5)

 $(1,110)$12,731 $(1,089)$(326)$359 
            

Allowance for loan losses at end of period(6)

 $46,197 $48,746 $36,033 $36,416 $35,940 
            

Allowance for loan losses as a % of total loans

  6.72% 6.80% 6.09% 5.85% 5.60%

Allowance for unfunded lending commitments(7)

 $1,054 $1,122 $1,157 $1,074 $1,082 
            

Total allowance for loan losses and unfunded lending commitments

 $47,251 $49,868 $37,190 $37,490 $37,022 
            

Net consumer credit losses

 $7,490 $8,020 $6,060 $6,428 $6,607 

As a percentage of average consumer loans

  5.75% 6.04% 5.43% 5.66% 5.88%
            

Net corporate credit losses

 $472 $364 $1,075 $1,541 $1,748 

As a percentage of average corporate loans

  0.25% 0.19% 0.61% 0.82% 0.89%
            

Allowance for loan losses at end of period(8)

                
 

Citicorp

 $17,524 $18,503 $10,731 $10,956 $10,676 
 

Citi Holdings

  28,673  30,243  25,302  25,460  25,264 
            
   

Total Citigroup

 $46,197 $48,746 $36,033 $36,416 $35,940 
            

Allowance by type

                
 

Consumer(9)

 $39,578 $41,422 $28,397 $28,420 $27,969 
 

Corporate

  6,619  7,324  7,636  7,996  7,971 
            
   

Total Citigroup

 $46,197 $48,746 $36,033 $36,416 $35,940 
            

(1)
The second quarter of 2010 includes a reduction of approximately $230 million related to the transfers to held-for-sale of the Canada Cards portfolio and an Auto portfolio. Additionally, the 2010 second quarter includes a reduction of approximately $480 million related to the sale or transfers to held-for-sale of U.S. real estate lending loans.

(2)
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 (see discussion on page 3 and in Note 1 to the Consolidated Financial Statements) 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.

(3)
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.

(4)
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.

(5)
The second quarter of 2009 primarily includes increases to the credit loss reserves, primarily related to FX translation.

(3)
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.

(4)
The fourth quarter of 2008 primarily includes reductions to the credit loss reserves of approximately $400 million primarily related to FX translation.

(5)
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 sale of Citigroup's German Retail Banking Operation and reductions of approximately $500 million related to FX translation.

(6)
The second 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$7,320 million, $6,926 million, $4,819 million, $4,587 million and $3,810 million as of $21 million related to securitizations, reductions of $156 million related to the sale of CitiCapitalJune 30, 2010, March 31, 2010, December 31, 2009, September 30, 2009 and additions of $56 million related to purchase price adjustments for the Grupo Cuscatlan acquisition.June 30, 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 Creditloan losses represents management's best estimate of probable losses inherent in the portfolio.portfolio, as well as probable losses related to large individually evaluated impaired loans and TDRs. 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 second quarter of 2010 consumer loan loss reserve is $20.6 billion related to Citi's global credit card portfolio. See discussion on page 3 and in Note 1 to the Consolidated Financial Statements.

Table of Contents

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

Citicorp

 $5,314 $3,829 $3,193 $2,408 $2,438 

Citi Holdings

  22,932  22,282  19,104  11,135  9,188 
            
 

Total Non-accrual loans (NAL)

 $28,246 $26,111 $22,297 $13,543 $11,626 
            

Corporate non-accrual loans(1)

                

North America

 $3,499 $3,789 $2,660 $851 $544 

EMEA

  7,690  6,479  6,330  1,406  1,557 

Latin America

  230  300  229  125  74 

Asia

  1,013  639  513  357  40 
            

 $12,432 $11,207 $9,732 $2,739 $2,215 
            
 

Citicorp

 $3,045 $1,825 $1,364 $605 $280 
 

Citi Holdings

 $9,387 $9,382 $8,368 $2,134 $1,935 
            

 $12,432 $11,207 $9,732 $2,739 $2,215 
            

Consumer non-accrual loans(1)(2)

                

North America

 $12,154 $11,687 $9,617 $7,941 $6,400 

EMEA

  1,356  1,128  948  904  856 

Latin America

  1,520  1,338  1,290  1,343  1,441 

Asia

  784  751  710  616  714 
            

 $15,814 $14,904 $12,565 $10,804 $9,411 
            
 

Citicorp

 $2,269 $2,004 $1,829 $1,803 $2,158 
 

Citi Holdings

  13,545  12,900  10,736  9,001  7,253 
            

 $15,814 $14,904 $12,565 $10,804 $9,411 
            

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

Citicorp

 $4,510 $5,024 $5,353 $5,507 $5,395 

Citi Holdings

  20,302  23,544  26,387  27,177  22,851 
            
 

Total non-accrual loans (NAL)

 $24,812 $28,568 $31,740 $32,684 $28,246 
            

Corporate NAL(1)

                

North America

 $4,411 $5,660 $5,621 $5,263 $3,499 

EMEA

  5,508  5,834  6,308  7,969  7,690 

Latin America

  570  608  569  416  230 

Asia

  547  830  981  1,061  1,056 
            

 $11,036 $12,932 $13,479 $14,709 $12,475 
            
 

Citicorp

 $2,573 $2,975 $3,238 $3,300 $3,159 
 

Citi Holdings

  8,463  9,957  10,241  11,409  9,316 
            

 $11,036 $12,932 $13,479 $14,709 $12,475 
            

Consumer NAL(1)

                

North America

 $11,289 $12,966 $15,111 $14,609 $12,154 

EMEA

  690  790  1,159  1,314  1,356 

Latin America

  1,218  1,246  1,340  1,342  1,520 

Asia

  579  634  651  710  741 
            

 $13,776 $15,636 $18,261 $17,975 $15,771 
            
 

Citicorp

 $1,937 $2,049 $2,115 $2,207 $2,236 
 

Citi Holdings

  11,839  13,587  16,146  15,768  13,535 
            

 $13,776 $15,636 $18,261 $17,975 $15,771 
            

(1)
Excludes purchased distressed loans as they are generally accreting interest in accordance with Statement of Position 03-3, "Accounting for Certain Loans on Debt Securities Acquired in a Transfer" (SOP 03-3/ASC 310-30).until write-off. The carrying value of these loans was $672 million at June 30, 2010, $804 million at March 31, 2010, $920 million at December 31, 2009, $1.267 billion at September 30, 2009 and $1.509 billion at June 30, 2009, $1.328 billion at March 31, 2009, $1.510 billion at December 31, 2008, $1.550 billion at September 30, 2008, and $1.891 billion at June 30, 2008.2009.


(2)
Includes the impact

Table of the deterioration in the U.S. consumer real estate market.Contents

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.

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

Citicorp

 $291 $307 $371 $425 $512 

Citi Holdings

  664  854  1,022  1,092  1,010 

Corporate/Other

  14  41  40  85  88 
            
 

Total OREO

 $969 $1,202 $1,433 $1,602 $1,610 
            

North America

 $789 $1,115 $1,349 $1,525 $1,528 

EMEA

  97  65  66  61  63 

Latin America

  29  20  16  14  17 

Asia

  54  2  2  2  2 
            

 $969 $1,202 $1,433 $1,602 $1,610 
            

Other repossessed assets(1)

 $72 $78 $78 $81 $94 
            

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

Citicorp

 $870 $881 $874 $284 $291 

Citi Holdings

  790  632  615  585  664 

Corporate/Other

  13  8  11  15  14 
            
 

Total OREO

 $1,673 $1,521 $1,500 $884 $969 
            

North America

 $1,428 $1,291 $1,294 $682 $789 

EMEA

  146  134  121  105  97 

Latin America

  43  51  45  40  29 

Asia

  56  45  40  57  54 
            

 $1,673 $1,521 $1,500 $884 $969 
            

Other repossessed assets(1)

 $55 $64 $73 $76 $72 
            

(1)
Primarily transportation equipment, carried at lower of cost or fair value, less costs to sell.

Table of Contents

Non-accrual assets (NAA)—Total Citigroup 2nd Qtr.
2010
 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 

Corporate NAL

 $11,036 $12,932 $13,479 $14,709 $12,475 

Consumer NAL

  13,776  15,636  18,261  17,975  15,771 
            
 

NAL

 $24,812 $28,568 $31,740 $32,684 $28,246 
            

OREO

 $1,673 $1,521 $1,500 $884 $969 

Other repossessed assets

  55  64  73  76  72 
            
 

NAA

 $26,540 $30,153 $33,313 $33,644 $29,287 
            

NAL as a percentage of total loans

  3.58% 3.96% 5.37% 5.25% 4.40%

NAA as a percentage of total assets

  1.37% 1.51% 1.79% 1.78% 1.58%

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

  186% 171% 114% 111% 127%
            

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

Corporate non-accrual loans

 $12,432 $11,207 $9,732 $2,739 $2,215 

Consumer non-accrual loans

  15,814  14,904  12,565  10,804  9,411 
            
 

Non-accrual loans (NAL)

 $28,246 $26,111 $22,297 $13,543 $11,626 
            

OREO

 $969 $1,202 $1,433 $1,602 $1,610 

Other repossessed assets

  72  78  78  81  94 
            
 

Non-performing assets (NPA)

 $29,287 $27,391 $23,808 $15,226 $13,330 
            

NAL as a % of total loans

  4.40% 3.97% 3.21% 1.89% 1.56%

NPA as a % of total assets

  1.59% 1.50% 1.23% 0.74% 0.63%

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

  127% 121% 133% 177% 179%
            

NAA—Total Citicorp 2nd Qtr.
2010
 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 

NAL

 $4,510 $5,024 $5,353 $5,507 $5,395 

OREO

  870  881  874  284  291 

Other repossessed assets

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

Non-accrual assets (NAA)

 $5,380 $5,905 $6,227 $5,791 $5,686 
            

NAA as a percentage of total assets

  0.44% 0.48% 0.55% 0.54% 0.54%

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

  389% 368% 200% 199% 198%
            

NAA—Total Citi Holdings

                

NAL

 $20,302 $23,544 $26,387 $27,177 $22,851 

OREO

  790  632  615  585  664 

Other repossessed assets

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

NAA

 $21,092 $24,176 $27,002 $27,762 $23,515 
            

NAA as a percentage of total assets

  4.54% 4.81% 5.54% 4.99% 4.04%

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

  141% 128% 96% 94% 111%
            

(1)
The $6.403allowance for loan losses includes the allowance for credit card ($20.6 billion ofat June 30, 2010) and purchased distressed loans, while the non-accrual loans transferred from the held-for-sale portfolioexclude credit card balances and purchased distressed loans, as these generally continue 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.accrue interest until write-off.
Non-performing assets—Total Citicorp
 2nd Qtr.
2009
 1st Qtr.
2009
 4th Qtr.
2008
 3rd Qtr.
2008
 2nd Qtr.
2008
 

Non-accrual loans (NAL)

 $5,314 $3,829 $3,193 $2,408 $2,438 

OREO

 $291 $307 $371 $425 $512 

Other repossessed assets

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

Non-performing assets (NPA)

 $5,605 $4,136 $3,564 $2,833 $2,950 
            

NPA as a % of total assets

  0.57% 0.43% 0.36% 0.24% 0.25%

Allowance for loan losses as a % of NAL

  189% 223% 241% 276% 252%
            

Non-performing assets—Total Citi Holdings

                

Non-accrual loans (NAL)

 $22,932 $22,282 $19,104 $11,135 $9,188 

OREO

 $664  854  1,022  1,092  1,010 

Other repossessed assets

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

Non-performing assets (NPA)

 $23,596 $23,136 $20,126 $12,227 $10,198 
            

NPA as a % of total assets

  3.64% 3.49% 2.81% 1.58% 1.22%

Allowance for loan losses as a % of NAL

  113% 104% 115% 156% 159%
            

N/A    Not available at the Citicorp or Citi Holdings level.


Table of Contents

U.S. Subprime-Related Direct Exposure in Citi Holdings—Special Asset PoolRenegotiated Loans

        The following table summarizes Citigroup's U.S. subprime-related direct exposurespresents loans which were modified in Citi Holdingsa troubled debt restructuring.

In millions of dollars June 30,
2010
 December 31,
2009
 

Corporate renegotiated loans(1)

       

In U.S. offices

       
 

Commercial and industrial

 $254 $203 
 

Mortgage and real estate

  169   
 

Other

  143   
      

 $566 $203 
      

In offices outside the U.S.

       
 

Commercial and industrial

 $192 $145 
 

Mortgage and real estate

  7  2 
 

Other

     
      

 $199 $147 
      

Total corporate renegotiated loans

 $765 $350 
      

Consumer renegotiated loans(2)(3)(4)(5)

       

In U.S. offices

       
 

Mortgage and real estate

 $16,582 $11,165 
 

Cards

  4,044  992 
 

Installment and other

  2,180  2,689 
      

 $22,806 $14,846 
      

In offices outside the U.S.

       
 

Mortgage and real estate

 $734 $415 
 

Cards

  985  1,461 
 

Installment and other

  2,189  1,401 
      

  3,908  3,277 
      

Total consumer renegotiated loans

 $26,714 $18,123 
      

(1)
Includes $476 million and $317 million of non-accrual loans included in the non-accrual assets table above, at June 30, 2010 and December 31, 2009, and March 31, 2009:

In billions of dollars
 March 31, 2009
exposures
 Second
Quarter
2009
write-ups
(downs)(1)
 Second
Quarter
2009
Other(2)
 June 30, 2009
exposures
 

Direct ABS CDO super senior exposures:

             
 

Gross ABS CDO super senior exposures (A)

 $15.2       $14.5 
 

Hedged exposures (B)

  6.6        6.3 

Net ABS CDO super senior exposures:

             
 

ABCP/CDO(3)

  7.6 $0.6 $(0.9) 7.3 
 

High grade

  0.6  0.1  (0.1) 0.7 
 

Mezzanine

  0.3  (0.1)(4) 0.0  0.2 
          

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

 $8.5 $0.6 $(0.9)(5)$8.3 
          

Lending and structuring exposures:

             
 

CDO warehousing/unsold tranches of ABS CDOs

 $0.0 $(0.0)$0.0 $0.0 
 

Subprime loans purchased for sale or securitization

  1.1  (0.0) (0.1) 1.0 
 

Financing transactions secured by subprime

  0.5  (0.0)(4) (0.2) 0.4 
          

Total lending and structuring exposures (D)

 $1.7 $(0.0)$(0.3)$1.4 
          

Total net exposures (C+D)(6)

 $10.2 $0.6 $(1.2)$9.6 
          

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

    $0.2       
          

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

    $0.8       
          

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

(1)
Includes net profits and losses associated with liquidations.respectively.

(2)
Reflects sales, transfersIncludes $2,257 million and repayment or liquidations$2,000 million of principal.non-accrual loans included in the non-accrual assets table above, at June 30, 2010 and December 31, 2009, respectively.

(3)
ConsistsIncludes $27 million of older-vintage, high-grade ABS CDOs.commercial real estate loans at June 30, 2010.

(4)
Includes $7$92 million recorded in credit costs.and $16 million of commercial loans at June 30, 2010 and December 31, 2009, respectively.

(5)
Smaller balance homogeneous loans were derived from Citi's risk management systems.

A portionRepresentations and Warranties

        When selling a loan, Citi makes various representations and warranties relating to, among other things, the following:

        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-rating agency requirements may also affect representations and warranties and the other provisions Citi may agree to in loan sales.

        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 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 investors for their losses.

        For the three and six months ended June 30, 2010, almost half of Citi's repurchases and make-whole payments were attributable to misrepresentation of facts by either the borrower or a third party (e.g., income, employment, debts, FICO, etc.), up from approximately a quarter for the respective periods in 2009. In addition, for the three and six months ended June 30, 2010, approximately 20% of Citi's repurchases and make-whole payments related to appraisal issues (e.g., an error or misrepresentation of value), up from approximately 9% for the respective 2009 periods. The third largest category of repurchases and make-whole payments in 2010, to date, related to program requirements (e.g., a loan that does not meet investor guidelines such as contractual interest rate), which was purchasedthe second largest category in liquidationsthe first half of CDOs2009. There is not a meaningful difference in incurred or estimated loss for each type of defect.

        In the case of a repurchase, Citi will bear any subsequent credit loss on the mortgage loan and reported asthe 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,Trading account assetsReceivables—Loans and Debt Securities Acquired with Deteriorated Credit Quality). To date, these repurchases have not had a material impact on Citi's non-performing loan statistics because credit-impaired purchased SOP 03-3 loans are not included in non-accrual loans.

As evidenced by the tables below, to date, Citigroup's repurchases have primarily been from the government sponsored entities (GSEs).

        The unpaid principal balance of repurchased loans for representation and warranty claims for the three months ended June 30, 2010 and June 30, 2009 $156was as follows:

 
 Three months ended June 30, 
 
 2010 2009 
In millions of dollars Unpaid Principal
Balance
 Unpaid Principal
Balance
 

GSEs

 $63 $83 

Private investors

  8  4 
      

Total

 $71 $87 
      

        The unpaid principal balance of repurchased loans for representation and warranty claims for the six months ended June 30, 2010 and June 30, 2009 was as follows:

 
 Six months ended June 30, 
 
 2010 2009 
In millions of dollars Unpaid Principal
Balance
 Unpaid Principal
Balance
 

GSEs

 $150 $156 

Private investors

  12  10 
      

Total

 $162 $166 
      

Table of Contents

        In addition, Citi recorded make-whole payments of $43 million and $17 million for the three months ended June 30, 2010 and June 30, 2009, respectively, and $66 million and $24 million for the six months ended June 30, 2010 and June 30, 2009, respectively.

        Citi has recorded a reserve for its exposure to losses from the obligation to repurchase previously sold loans (repurchase reserve) that is included inOther liabilities in the Consolidated Balance Sheet. The repurchase reserve is net of reimbursements estimated to be received by Citi for indemnification agreements relating to deals liquidated was heldprevious acquisitions of mortgage servicing rights. 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. Make-whole payments to the investor are also treated as utilizations and charged directly against the reserve. The repurchase reserve is estimated when Citi sells loans (recorded as an adjustment to the gain on sale, which is included inOther revenue in the trading books.

(6)
ComposedConsolidated Statement of net CDO super-senior exposuresIncome) and gross lending and structuring exposures.

(7)
SFAS 157 (ASC 820-10) adjustment related to counterparty credit risk.

        The Company had approximately $9.6 billionis updated quarterly. Any change in net U.S. subprime-related direct exposuresestimate is recorded inOther revenue in the Special Asset Pool at June 30, 2009. The exposure consistedConsolidated Statement of (a) approximately $8.3 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), and (b) approximately $1.4 billion of exposures in its lending and structuring business.

Direct ABS CDO Super Senior ExposuresIncome.

        The net $8.3 billionrepurchase reserve is calculated separately by sales vintage (i.e., the year the loans were sold) based on various assumptions. While substantially all of Citi's current loan sales are with GSEs, with which Citi has considerable historical experience, these assumptions contain a level of uncertainty and risk that, if different from actual results, could have a material impact on the reserve amounts. The most significant assumptions used to calculate the reserve levels are as follows:

        In Citi's experience to date, as stated above, the request for loan documentation packages is an early indicator of a potential claim. During 2009, loan documentation package requests and the level of outstanding claims increased. In addition, Citi's loss severity estimates increased during 2009 due to the impact of macroeconomic factors and its experience with actual losses at such time. As set forth in the tables below, these factors contributed to changes in estimates for the repurchase reserve amounting to $103 million and $247 million for the three months and six months ended June 30, 2009, is collateralized primarily by subprime residential mortgage-backed securities (RMBS), derivatives on RMBS, or both. These exposures include $7.3 billionrespectively.

        During the second quarter of 2010, loan documentation package requests and the level of outstanding claims further increased. In addition, there was an overall deterioration in the super senior tranches of ABS CDOs initially issued as commercial paper (ABCP) and approximately $0.9 billion of other super senior tranches of ABS CDOs.

        Citigroup's CDO super senior subprime direct exposures are Level 3 assets. The valuation ofkey assumptions due to 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 numberimpact 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,Citi's continued experience with actual losses. These factors contributed to the methodology estimates$347 million change in estimate for the impact of geographic concentration of mortgages and the impact of reported fraudrepurchase reserve in the originationquarter.

        As indicated above, the repurchase reserve is calculated by sales vintage. The majority of subprime mortgages.the repurchases in 2010 were from the 2006 through 2008 sales vintages and, in 2009, were from the 2006 and 2007 vintages, which also represent the vintages with the largest loss-given-repurchase. An appropriate discount rate is then appliedinsignificant percentage of 2010 and 2009 repurchases were from vintages prior to 2006, and Citi currently anticipates that this percentage will decrease, as those vintages are later in the cash flows generated for each ABCP-credit cycle. Although early in the credit cycle, to date, Citi has experienced improved repurchase and CDO-squared tranche, in order to estimate its fair value under current market conditions.

        When necessary,loss-given-repurchase statistics from the valuation methodology used by Citigroup is refined2009 and the inputs used for 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 are estimated using a forward-looking projection, which incorporated the Loan Performance Index. In addition,2010 vintages.


Table of Contents

        The activity in the Company's mortgage default model also usesrepurchase reserve for the three months ended June 30, 2010 and June 30, 2009 was as follows:

 
 Three months ended June 30, 
In millions of dollars 2010 2009 

Balance, beginning of period

 $450 $218 

Additions for new sales

  4  13 

Change in estimate

  347  103 

Utilizations

  (74) (55)
      

Balance, end of period

 $727 $279 
      

        The activity in the repurchase reserve for the six months ended June 30, 2010 and June 30, 2009 was as follows:

 
 Six months ended June 30, 
In millions of dollars 2010 2009 

Balance, beginning of period

 $482 $75 

Additions for new sales

  9  19 

Change in estimate

  347  247 

Utilizations

  (111) (62)
      

Balance, end of period

 $727 $279 
      

        Citi does not believe a meaningful range of reasonably possible loss related to its repurchase reserve can be determined.

        Projected future repurchases are calculated, in part, based on the level of unresolved claims at quarter-end as well as trends in claims being made by investors. For GSEs, the response to the repurchase claim is required within 90 days of the claim receipt. If Citi did not respond within 90 days, the claim would then be discussed between Citi and the GSE. For private investors, the time period for responding is governed by the individual sale agreement. If the specified timeframe is exceeded, the investor may choose to initiate legal action.

        As would be expected, as the trend in claims and inventory increases, Citi's reserve for repurchases typically increases. Included in Citi's current reserve estimate is an assumption that repurchase claims will remain at elevated levels for the foreseeable future, although the actual number of claims may differ and is subject to uncertainty. Furthermore, approximately half of the repurchase claims in Citi's recent mortgage performance data, a period of sharp home price declinesexperience have been successfully appealed and high levels of mortgage foreclosures.resulted in no loss to Citi.

        The valuationnumber of unresolved claims by type of claimant as of June 30, 2010 and December 31, 2009, assumeswas as follows:

Number of claims June 30
2010
 December 31
2009
 

GSEs

  4,166  2,575 

Private investors

  214  309 

Mortgage insurers(1)

  98  204 
      

Total

  4,478  3,088 
      

(1)
Represents the insurer's rejection of a cumulative decline in U.S. housing prices from peakclaim for loss reimbursement that has yet to troughbe resolved. To the extent that mortgage insurance will not cover the claim on a loan, Citi may have to make-whole the GSE or private investor.

Table of 32.3%. This rate assumes declinesContents


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 Jun.
2010
 Jun.
2010
 Mar.
2010
 Jun.
2009
 Jun.
2010
 Mar.
2010
 Jun.
2009
 

Citicorp

                      

Total

 $218.5 $3,733 $3,937 $4,289 $3,858 $4,294 $4,328 
 

Ratio

     1.71% 1.78% 1.97% 1.77% 1.94% 1.99%
                

Retail Bank

                      
 

Total

  109.1  804  782  767  1,131  1,200  1,084 
  

Ratio

     0.74% 0.71% 0.74% 1.04% 1.08% 1.05%
 

North America

  30.2  245  142  97  241  236  87 
  

Ratio

     0.81% 0.45% 0.29% 0.80% 0.75% 0.26%
 

EMEA

  4.3  50  52  70  145  182  235 
  

Ratio

     1.16% 1.06% 1.23% 3.37% 3.71% 4.12%
 

Latin America

  19.6  308  352  316  305  346  337 
  

Ratio

     1.57% 1.81% 1.92% 1.56% 1.78% 2.04%
 

Asia

  55.0  201  236  284  440  436  425 
  

Ratio

     0.37% 0.43% 0.60% 0.80% 0.80% 0.90%
                

Citi-Branded Cards(2)(3)

                      
 

Total

  109.4  2,929  3,155  3,522  2,727  3,094  3,244 
  

Ratio

     2.68% 2.86% 3.07% 2.49% 2.81% 2.83%
 

North America

  77.2  2,130  2,304  2,366  1,828  2,145  2,024 
  

Ratio

     2.76% 2.97% 2.84% 2.37% 2.76% 2.43%
 

EMEA

  2.6  72  77  99  90  113  146 
  

Ratio

     2.77% 2.66% 3.54% 3.46% 3.90% 5.21%
 

Latin America

  12.0  481  510  707  485  475  693 
  

Ratio

     4.01% 4.21% 5.84% 4.04% 3.93% 5.73%
 

Asia

  17.6  246  264  350  324  361  381 
  

Ratio

     1.40% 1.51% 2.12% 1.84% 2.06% 2.31%
                

Citi Holdings—Local Consumer Lending

                      
 

Total

  286.3  14,371  16,808  15,869  11,201  12,236  14,371 
  

Ratio

     5.24% 5.66% 4.80% 4.08% 4.12% 4.35%
 

International

  24.6  724  953  1,551  939  1,059  1,845 
  

Ratio

     2.94% 3.44% 3.93% 3.82% 3.82% 4.67%
 

North America retail partner cards(2)(3)

  50.2  2,004  2,385  2,590  2,150  2,374  2,749 
  

Ratio

     3.99% 4.38% 4.09% 4.28% 4.36% 4.34%
 

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

  211.5  11,643  13,470  11,728  8,112  8,803  9,777 
  

Ratio

     5.84% 6.27% 5.16% 4.07% 4.10% 4.30%
                

Total Citigroup (excludingSpecial Asset Pool)

 $504.8 $18,104 $20,745 $20,158 $15,059 $16,530 $18,699 
  

Ratio

     3.67% 4.01% 3.68% 3.06% 3.19% 3.41%
                

(1)
The ratios of 10%90 days or more past due and 3% in 2009 and 2010, respectively, the remainder of the 32.3% decline having already occurred before the end of 2008.

        In addition, the discount rates were30 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 partner 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 weighted average combinationmanaged basis. Citigroup adopted SFAS 166/167 effective January 1, 2010. As a result, beginning in the first quarter of the implied spreads from single-name ABS bond prices, ABX indices2010, there is no longer a difference between reported and CLO spreads, depending on vintage and asset types. To determine the discount margin, the Company applies the mortgage default modelmanaged delinquencies. Prior quarters' managed delinquencies are included herein for comparative purposes to the bonds underlying2010 delinquencies. Managed basis reporting historically impacted the ABX indicesNorth America Regional Consumer Banking—Citi-branded cards and other referenced cash bondstheLocal 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 solvesin Note 1 to the Consolidated Financial Statements.

(4)
The 90 days or more and 30 to 89 days past due and related ratios forNorth America LCL (excluding cards) exclude U.S. mortgage loans that are guaranteed by U.S. government sponsored agencies since the discount margin that producespotential loss predominantly resides within the current market prices of those instruments.

U.S. agencies. The primary drivers that currently impact the model valuations are the discount rates used to calculate the present value of projected cash flowsamounts excluded for loans 90 days or more past due and projected mortgage loan performance. In valuing its direct ABCP-(end-of-period loans) for each period are: $5.0 billion ($9.4 billion), $5.2 billion ($9.0 billion), and CDO-squared super senior exposures, the Company has made its best estimate 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 $24 million change in the fair value of the Company's direct ABCP- and CDO-squared super senior exposures$4.3 billion ($8.7 billion) as of June 30, 2009. This applies to both decreases in the discount rate (which would increase the value of these assets and decrease reported write-downs) and increases in the discount rate (which would decrease the value of these assets and increase reported write-downs).

        Estimates of the fair value of the CDO super senior exposures depend on market conditions and are subject to further change over time. In addition, while 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 employed in the fair valuation process in accordance with and in the manner called for by SFAS 157 (ASC 820-10).

Lending and Structuring Exposures

        The $1.4 billion of subprime-related exposures includes approximately $1.0 billion of actively managed subprime loans purchased for resale or securitization at a discount to par during 2007 and approximately $0.4 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 the2010, March 31, 2010 and June 30, 2009, balances reflects sales, transfersrespectively. 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: $1.6 billion, $1.2 billion, and liquidations.

$0.7 billion, as of June 30, 2010, March 31, 2010 and June 30, 2009, respectively.

(5)
The Special Asset Pool also has trading positions, both longJune 30, 2010 and short, in U.S. subprime RMBSMarch 31, 2010 loans 90 days or more past due and 30-89 days past due and related products, including ABS CDOs, which are not included in the figures above. The exposure from these positions is actively managedratios for North America (excluding cards) excludes $2.6 billion and hedged, although the effectiveness$2.9 billion, respectively, 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 tied to the commercial real estate market. These exposures are represented primarily by the following three categories:

        (1)   Assets held at fair value include: $5.1 billion, of which approximately $4.3 billion are securities, loans and other items linked to commercial real estate (CRE) that are carried at fair valuevalue.

(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 2Q10 2Q10 1Q10 2Q09 

Citicorp

             

Total

 $217.8 $2,922 $3,040 $1,406 
 

Add: impact of credit card securitizations(3)

         1,837 
 

Managed NCL

    $2,922 $3,040 $3,243 
 

Ratio

     5.38% 5.57% 6.01%
          

Retail Bank

             
 

Total

  109.3  304  289  428 
  

Ratio

     1.12% 1.07% 1.66%
 

North America

  30.7  79  73  88 
  

Ratio

     1.03% 0.92% 1.01%
 

EMEA

  4.5  46  47  74 
  

Ratio

     4.10% 3.81% 5.30%
 

Latin America

  19.4  96  91  138 
  

Ratio

     1.98% 1.99% 3.40%
 

Asia

  54.7  83  78  128 
  

Ratio

     0.61% 0.59% 1.10%
          

Citi-Branded Cards

             
 

Total

  108.5  2,618  2,751  978 
  

Add: impact of credit card securitizations(3)

         1,837 
  

Managed NCL

     2,618  2,751  2,815 
  

Ratio

     9.68% 9.96% 10.02%
 

North America

  76.2  2,047  2,084  219 
  

Add: impact of credit card securitizations(3)

         1,837 
  

Managed NCL

     2,047  2,084  2,056 
  

Ratio

     10.77% 10.67% 10.08%
 

EMEA

  2.7  39  50  47 
  

Ratio

     5.79% 6.99% 6.73%
 

Latin America

  12.0  361  418  472 
  

Ratio

     12.07% 14.01% 15.91%
 

Asia

  17.6  171  199  240 
  

Ratio

     3.90% 4.53% 5.94%
          

Citi Holdings—Local Consumer Lending

             
 

Total

  301.7  4,535  4,938  5,144 
  

Add: impact of credit card securitizations(3)

         1,278 
  

Managed NCL

     4,535  4,938  6,422 
  

Ratio

     6.03% 6.30% 7.48%
 

International

  26.1  495  612  962 
  

Ratio

     7.61% 8.27% 9.72%
 

North America retail partner cards

  53.1  1,775  1,932  872 
  

Add: impact of credit card securitizations(3)

         1,278 
  

Managed NCL

     1,775  1,932  2,150 
  

Ratio

     13.41% 13.72% 13.58%
 

North America (excluding cards)

  222.5  2,265  2,394  3,310 
  

Ratio

     4.08% 4.20% 5.50%
          

Total Citigroup (excludingSpecial Asset Pool)

 $519.5 $7,457 $7,978 $6,550 
  

Add: impact of credit card securitizations(3)

         3,115 
  

Managed NCL

     7,457  7,978  9,665 
  

Ratio

     5.76% 6.00% 6.92%
          

(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, as trading account assets, $0.1described below, 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 June 30, 2010, Citi's significant modification programs consisted of the U.S. Treasury's Home Affordable Modification Program (HAMP), as well as short-term and long-term modification programs, each as summarized below.

        HAMP.    The HAMP is designed to reduce monthly first mortgage payments to a 31% housing debt ratio (monthly mortgage payment, including property taxes, insurance and homeowner dues, divided by monthly gross income) by lowering the interest rate, extending the term of the loan and deferring or forgiving principal of certain eligible borrowers who have defaulted on their mortgages or who are at risk of imminent default due to economic hardship. The interest rate reduction for first mortgages under HAMP is in effect for five years and the rate then increases up to 1% per year until the interest rate cap (the lower of the original rate or the Freddie Mac Weekly Primary Mortgage Market Survey rate for a 30-year fixed rate conforming loan as of the date of the modification) is reached.

        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 of 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. From inception through June 30, 2010, approximately $8.5 billion of loansfirst mortgages were enrolled in the HAMP trial period, while $2.5 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).

        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.

        Loans included in the HAMP trial period are held-for-sale,not classified as modified under short-term or long-term programs, and approximately $0.7 billion which are securities backed by CRE carried at fair value as available-for-sale (AFS) investments. Changes in fair valuethe allowance for loan losses for these trading account assets are reported in current earnings, while AFS 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 marketsloans is calculated under ASC 450-20. See "Loan Accounting Policies" above 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 (HTM) and $24.0 billion of loans and commitments. The HTM securities were classified as such during the fourth quarter of 2008 and were previously classified as either trading or AFS. 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 for such modified loans.

        As of June 30, 2010, of the loans in which the trial period has ended, 37% of the loan balances were successfully modified under HAMP, 12% were modified under the Citi Supplemental program, 6% received HAMP Re-age, (as described under Consumer Loan Modification Programs) and 45% did not receive any modification from Citi to date.

        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 long-term programs in net credit losses.place provide 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 Citigroup's consumer loan TDRs as of June 30, 2010 and December 31, 2009, respectively. As discussed above under "HAMP", HAMP loans whose terms are contractually modified after successful completion of the trial period are included in the balances below:

 
 Accrual Non-accrual 
In millions of dollars Jun. 30,
2010
 Dec. 31,
2009
 Jun. 30,
2010
 Dec. 31,
2009
 

Mortgage and real estate

 $14,135 $8,654 $1,776 $1,413 

Cards(1)

  4,995  2,303  34  150 

Installment and other

  3,431  3,128  333  250 
          

(1)
2010 balances reflect the adoption of SFAS 166/167.

        The predominant amount of these TDRs are concentrated in the U.S. Citi's significant long-term U.S. modification programs include:


Mortgages

        (3)   Equity and other investments        Citi Supplemental.    include approximately $4.5 billionThe Citi Supplemental (CSM) program was designed by Citi to assist borrowers ineligible for HAMP or who become ineligible through the HAMP trial period process. If the borrower already has less than a 31% housing debt ratio, the modification offered is an interest rate reduction (up to 2.5% with a floor rate of equity4%) which is in effect for two years, and other investments suchthe rate then increases up to 1% per year until the interest rate is at the pre-modified contractual rate. If the borrower's housing debt ratio is greater than 31%, specific treatment steps for HAMP, including an interest rate reduction, will be followed to achieve a 31% housing debt ratio. The modified interest rate is in effect for two years and then increases up to 1% per year until the interest rate is at the pre-modified contractual rate. If income documentation was not supplied previously for HAMP, it is required for CSM. Three or more trial payments are required prior to modification. These payments can be made during the HAMP and/or CSM trial period.

        HAMP Re-Age.    As previously disclosed, loans in the HAMP trial period are aged according to their original contractual terms, rather than the modified HAMP terms. This results in the receivable being reported as limited partner fund investments which are accounted fordelinquent even if the reduced payments agreed to under the equity method,program are made by the borrower. Upon conclusion of the trial period, loans that do not qualify for a long-term modification are returned to the delinquency status in which recognizes gains or losses they began their trial period. However, that delinquency status would be further deteriorated for each trial payment not made (HAMP Re-age). HAMP Re-age establishes a non-interest-bearing deferral


Table of Contents

based on the investor's sharedifference between the original contractual amounts due and the HAMP trial payments made. Citigroup considers this re-age and deferral process to constitute a concession to a borrower in financial difficulty and therefore records the loans as TDRs upon re-age.

        2nd FDIC.    The 2nd FDIC modification program guidelines were created by the FDIC for delinquent or current borrowers where default is reasonably foreseeable. The program is designed for second mortgages and uses various concessions, including interest rate reductions, non-interest-bearing principal deferral, principal forgiveness, extending maturity dates, and forgiving accrued interest and late fees. These potential concessions are applied in a series of steps (similar to HAMP) that provides an affordable payment to the borrower (generally a combined housing payment ratio of 42%). The first step generally reduces the borrower's interest rate to 2% for fixed-rate home equity loans and 0.5% for home equity lines of credit. The interest rate reduction is in effect for the remaining term of the net incomeloan.

        FHA/VA.    Loans guaranteed by the Federal Housing Administration (FHA) or Department of Veterans Affairs (VA) are modified through the normal modification process required by those respective agencies. Borrowers must be delinquent and concessions include interest rate reductions, principal forgiveness, extending maturity dates, and forgiving accrued interest and late fees. The interest rate reduction is in effect for the remaining loan term. Losses on FHA loans are borne by the sponsoring agency provided that the insurance has not been breached as a result of an origination defect. The VA establishes a loan-level loss cap, beyond which Citi is liable for loss. Historically, Citi's losses on FHA and VA loans have been negligible.

        CFNA Adjustment of Terms (AOT).    This program is targeted to Consumer Finance customers with a permanent hardship. Payment reduction is provided through the re-amortization of the investee.remaining loan balance, typically at a lower interest rate Modified loan tenors may not exceed a period of 480 months. Generally, the rescheduled payment cannot be less than 50% of the original payment amount unless the AOT is a result of participation in the CitiFinancial Home Affordability Modification Program (CHAMP) or military service member's Credit Relief Act Program (SCRA), or as a result of settlement, court order, judgment, or bankruptcy. Customers must make a qualifying payment at the reduced payment amount in order to qualify for the modification. In addition, customers must provide income verification (pay stubs and/or tax returns) and monthly obligations are validated through an updated credit report.

        Other.    Prior to the implementation of the HAMP, CSM and 2nd FDIC programs, Citigroup's U.S. mortgage business offered certain borrowers various tailored modifications, which included reducing interest rates, extending the remaining loan duration and/or waiving a portion of the remaining principal balance. Citigroup currently believes that substantially all of its future long-term U.S. mortgage modifications, at least in the near term, will be included in the programs mentioned above.


North America Cards

        Paydown.    The Paydown program is designed to liquidate a customer's balance within 60 months. It is available to customers who indicate long-term hardship (e.g., long-term disability, death of a co-borrower, medical issues or a non-temporary income reduction, such as an occupation change). Payment requirements are decreased by reducing interest rates charged to either 9.9% or 0%, depending upon the customer situation, and designed to amortize at least 1% of the balance each month. Under this program, fees are discontinued, and charging privileges are permanently rescinded.

        CCG.    The CCG program handles proposals received via external consumer credit counselors on the customer's behalf. In order to qualify, customers work with a credit counseling agency to develop a plan to handle their overall budget, including money owed to Citi. A copy of the counseling agency's proposal letter is required. The annual percentage rate (APR) is reduced to 9.9%. The account fully amortizes in 60 months. Under this program, fees are discontinued, and charging privileges are permanently rescinded.

        Interest Reversal Paydown.    The Interest Reversal Paydown program is also designed to liquidate a customer's balance within 60 months. It is available to customers who indicate a long-term hardship.Accumulated interest and fees owed to Citi are reversed upon enrollment, and future interest and fees are discontinued. Payment requirements are reduced and are designed to amortize at least 1% of the balance each month. Under this program, like the programs discussed above, fees are discontinued, and charging privileges are permanently rescinded.


U.S. Installment Loans

        Auto Hardship Amendment.    This program is targeted to customers with a permanent hardship. Examples of permanent hardships include disability subsequent to loan origination, divorce where the party remaining with the vehicle does not have the necessary income to service the debt, or death of a co-borrower. In order to qualify for this program, a customer must complete an "Income and Expense Analysis" and provide proof of income. This analysis is used to determine ability to pay and to establish realistic loan terms (which generally consist of a reduction in interest rates, but could also include principal forgiveness). The borrower must make a payment within 30 days prior to the amendment.

        CFNA Adjustment of Terms (AOT).    This program is targeted to Consumer Finance customers with a permanent hardship. Payment reduction is provided through the re-amortization of the remaining loan balance, typically at a lower interest rate. Loan payments may be rescheduled over a period not to exceed 120 months. Generally, the rescheduled payment cannot be less than 50% of the original payment amount, unless the AOT is a result of a military service member's SCRA, or as a result of settlement, court order, judgment or bankruptcy. The interest rate cannot be reduced below 9% (except in the instances listed above). Customers must make a qualifying payment at the reduced payment amount in order to qualify for the modification. In addition, customers must provide proof of income and monthly obligations are validated through an updated credit report.


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        For general information on Citi's U.S. installment loan portfolio, see "U.S. Installment and Other Revolving Loans" below.

        The following table sets forth, as of June 30, 2010, information relating to Citi's significant long-term U.S. modification programs:

In millions of dollars Program
balance
 Program
start date(1)
 Average
interest rate
reduction
 Average %
payment relief
 Average
tenor of
modified loans
 Deferred
principal
 Principal
forgiveness
 

U.S. Consumer Mortgage Lending

                     
 

HAMP

 $2,331  3Q09  4% 41%32 years $289 $2 
 

Citi Supplemental

  835  4Q09  3  24 28 years  46  1 
 

HAMP Re-age

  439  1Q10  N/A  N/A 25 years  7   
 

2nd FDIC

  355  2Q09  7  48 25 years  21  6 
 

FHA/VA

  3,604     2  16 28 years     
 

Adjustment of Terms (AOTs)

  3,700     3  23 29 years       
 

Other

  3,782     4  42 28 years  33  47 

North America Cards

                     
 

Paydown

  2,218     14   60 months       
 

CCG

  1,756     10   60 months       
 

Interest Reversal Paydown

  213     18   60 months       

U.S. Installment

                     
 

Auto Hardship Amendment

  723     9  28 51 months     6 
 

AOTs

  1,062     8  34 106 months       
                

(1)
Provided if program was introduced within the last 18 months.

        Short-term programs.    Citigroup has also instituted short-term 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 has increased significantly over the past 18 months , 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. as of June 30, 2010:

 
 June 30, 2010 
In millions of dollars Accrual Non-accrual 

Cards

 $3,732    

Mortgage and real estate

  1,812 $50 

Installment and other

  1,364  80 
      

        Significant short-term U.S. programs include:


North America Cards

        Universal Payment Program (UPP).    The North America cards business provides short-term interest rate reductions to assist borrowers experiencing temporary hardships through the UPP. Under this program, a participant's APR is reduced by at least 500 basis points for a period of up to 12 months. The minimum payment is tailored to the customer's needs and is designed to amortize at least 1% of the principal balance each month. The participant's APR returns to its original rate at the end of the term or earlier if they fail to make the required payments.


U.S. Consumer Mortgage Lending

        Temporary AOT.    This program is targeted to Consumer Finance customers with a temporary hardship. Examples of temporary hardships would include a short-term medical disability or a temporary reduction of pay. Under this program, the interest rate is reduced for either a five- or an eleven-month period. At the end of the temporary modification period, the interest rate reverts to the pre-modification amount. If the customer is still undergoing hardship at the conclusion of the temporary payment reduction, a second extension of the temporary terms can be considered in either of the time period increments above. In cases where the account is severely past due (over 60 days past due) at the expiration of the temporary modification period, the terms of the modification are made permanent and the payment is kept at the reduced amount for the remaining life of the loan.


U.S Installment and Other Revolving Loans

        Temporary AOT.    This program is targeted to Consumer Finance customers with a temporary hardship. Under this program, the interest rate is reduced for either a five- or an eleven-month period. At the end of the temporary modification period, the interest rate reverts to the pre-modification amount. If the customer is still undergoing hardship at the conclusion


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of the temporary payment reduction, a second extension of the temporary terms can be considered in either of the time period increments above. In cases where the account is severely past due (over 90 days past due) at the expiration of the temporary modification period, the terms of the modification are made permanent and the payment is kept at the reduced amount for the remaining life of the loan.

        The following table set forth, as of June 30, 2010, information related to Citi's significant short-term U.S. modification programs:

In millions of dollars Program
balance
 Program
start date(1)
 Average
interest rate
reduction
 Average
time period
for
reduction

UPP

 $3,732     19%12 months

U.S. Consumer Mortgage Temporary AOT

  1,852  1Q09  3%8 months

U.S. Installment Temporary AOT

  1,444  1Q09  5%7 months
         

(1)
Provided if program was introduced within the last 18 months.

        Payment deferrals that do not continue to accrue interest (extensions) primarily occur in the U.S. residential mortgage business. Under an extension, payments that are contractually due are deferred to a later date, thereby extending the maturity date by the number of months of payments being deferred. Extensions assist delinquent borrowers who have experienced short-term financial difficulties that have been resolved by the time the extension is granted. An extension can only be offered to borrowers who are past due on their monthly payments but have since demonstrated the ability and willingness to pay as agreed. Other payment deferrals continue to accrue interest and are not deemed to offer concessions to the customer. Other types of concessions are not material.

        Please see "U.S. Consumer Mortgage Lending," "North America Cards," and "U.S. Installment and Other Revolving Loans" below for a discussion of the impact, to date, of Citi's significant U.S. loan modification programs described above on the respective loan portfolios.


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U.S. Consumer Mortgage Lending

Overview

        Citi's North America consumer mortgage portfolio consists of both first lien and second lien mortgages. As of June 30, 2010, the first lien mortgage portfolio totaled approximately $109 billion while the second lien mortgage portfolio was approximately $53 billion. Although the majority of the mortgage portfolio is reported inLCL within Citi Holdings, there are $18 billion of first lien mortgages and $5 billion of second lien mortgages reported in Citicorp.

        Citi's first lien mortgage portfolio includes $9.6 billion of loans with Federal Housing Administration (FHA) or Veterans Administration (VA) 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). Losses on FHA loans are borne by the sponsoring agency, provided that the insurance has not been breached as a result of an origination defect. The VA establishes a loan-level loss cap, beyond which Citi is liable for loss. FHA and VA 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 $1.8 billion of loans with LTVs above 80%, which have insurance through private mortgage insurance (PMI) companies, and $2.0 billion of loans subject to long-term standby commitments(1) (LTSC), with U.S. government sponsored entities (GSEs), for which Citi has limited exposure to credit losses. Citi's second lien mortgage portfolio also includes $1.5 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.

Impact of Mortgage Modification Programs on Consumer Mortgage Portfolio

        As discussed in "Consumer Loan Modification Programs" above, Citigroup also offers short-term and long-term real estate loan modification programs. The main objective of these programs is generally to reduce the payment burden for the borrower and improve the net present value of cash flows. 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 accounts that were not modified.

        Citigroup considers a combination of historical re-default rates, the current economic environment, and the nature of the modification program in forecasting expected cash flows in the determination of the allowance for loan losses on TDRs. With respect to HAMP, contractual modifications of loans that successfully completed the HAMP trial period began in the third quarter of 2009; accordingly, this is the earliest HAMP vintage available for comparison. 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 Citi Supplemental modifications due to what it believes to be the deeper payment and interest rate reductions associated with HAMP modifications.

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 lien North America consumer mortgage portfolios.

        In the first lien mortgage portfolio, as previously disclosed, both delinquencies and net credit losses have continued to be impacted by the HAMP trial loans and the growing backlog of foreclosures in process. As previously disclosed, loans in the HAMP trial modification period that do not make their original contractual payments 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 the trial period. If the loans are modified permanently, they will be returned to current status.

        In addition, the growing amount of foreclosures in process, which continues to be related to an industry-wide phenomenon resulting from foreclosure moratoria and other efforts to prevent or forestall foreclosure, have specific implications for the portfolio:

    They tend to inflate the amount of 180+ day delinquencies in our mortgage statistics.

    They can result in increasing levels of consumer non-accrual loans, as Citi is unable to take possession of the underlying assets and sell these properties on a timely basis.

    They could have a dampening effect on net interest margin as non-accrual assets build on the company's balance sheet.

As set forth in the charts below, both first and second lien mortgages experienced fewer 90 days or more delinquencies in the second quarter of 2010, which led to lower net credit losses in the quarter as well. For first lien mortgages, the sequential improvement in 90 days or more delinquencies was driven entirely by asset sales and HAMP trials converting into permanent modifications. In the quarter, Citi sold $1.3 billion in delinquent mortgages. As of June 30, 2010, $2.5 billion of HAMP trial modifications in Citi's on-balance sheet portfolio were converted to permanent modifications, up from $1.6 billion at the end of the first quarter of 2010. For second lien mortgages, the net credit loss decrease during the quarter was driven by roll rate improvement.


(1)
A 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.

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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.


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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 since they 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 $28 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 lien mortgage portfolio contains approximately $30 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 lien 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 lien mortgage portfolio.

Loan Balances

        First Lien Mortgages—Loan Balances.    As a consequence of the difficult economic environment and the decrease in housing prices, LTV and FICO scores have generally deteriorated since origination, as depicted in the table below. On a refreshed basis, approximately 31% of first lien mortgages had a LTV ratio above 100%, compared to approximately 0% at origination. Approximately 29% of the first lien mortgages had FICO scores less than 620 on a refreshed basis, compared to 16% at origination.

Balances: June 30, 2010—First Lien Mortgages

At Origination
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  58% 6% 7%

80% < LTV£ 100%

  13% 7% 9%

LTV > 100%

  NM  NM  NM 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  26% 4% 9%

80% < LTV£ 100%

  18% 3% 9%

LTV > 100%

  16% 4% 11%

Note: NM—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 $1.7 billion from At Origination balances and $0.4 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 Lien Mortgages—Loan Balances.    In the second lien mortgage portfolio, the majority of loans are in the higher FICO categories. The challenging economic conditions have generally caused a migration towards lower FICO scores and higher LTV ratios. Approximately 47% of second lien mortgages 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: June 30, 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%

  NM  NM  NM 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  22% 1% 3%

80% < LTV£ 100%

  21% 2% 4%

LTV > 100%

  32% 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 are 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 5.8%.

        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%

  5.8% 11.0% 12.1%

80% < LTV£ 100%

  8.1% 13.5% 16.8%

LTV > 100%

  NM  NM  NM 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  0.3% 3.3% 15.0%

80% < LTV£ 100%

  0.8% 7.8% 22.6%

LTV > 100%

  2.0% 15.4% 30.3%
        

Note: NM—Not meaningful. 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% 4.2% 5.1%

80% < LTV£ 100%

  3.7% 4.9% 7.0%

LTV > 100%

  NM  NM  NM 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  0.1% 1.2% 8.2%

80% < LTV£ 100%

  0.1% 1.3% 9.6%

LTV > 100%

  0.4% 3.1% 16.6%

Note: NM—Not meaningful. 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.

    Retail: loans originated through a direct relationship with the borrower.

    Broker: loans originated through a mortgage broker, where Citi underwrites the loan directly with the borrower.

    Correspondent: loans originated and funded by a third party, where Citi purchases the closed loans after the correspondent has funded the loan. This channel includes loans acquired in large bulk purchases from other mortgage originators primarily in 2006 and 2007. Such bulk purchases were discontinued in 2007.

First Lien Mortgages: June 30, 2010

        As of June 30, 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

 $44.4  46.3% 5.2%$13.6 $9.5 

Broker

 $16.7  17.4% 8.2%$3.1 $5.6 

Correspondent

 $34.8  36.3% 12.3%$11.6 $13.9 

*
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: June 30, 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

 $23.9  52.2% 1.8%$3.8 $7.1 

Broker

 $11.3  24.8% 3.8%$2.0 $6.8 

Correspondent

 $10.5  23.0% 4.1%$2.5 $7.5 

*
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. These 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 54% of its first mortgage lien portfolio with refreshed LTV>100%, compared to 30% overall for first lien mortgages. Illinois has 45% 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 5% of its loan portfolio with refreshed LTV>100%.

First Lien Mortgages: June 30, 2010

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

California

 $26.1  27.2% 7.2%$4.0 $10.0 

New York

 $7.9  8.2% 6.4%$1.5 $0.9 

Florida

 $5.8  6.1% 13.0%$2.1 $3.1 

Illinois

 $4.0  4.2% 9.8%$1.3 $1.8 

Texas

 $3.9  4.1% 5.7%$1.6 $0.2 

Others

 $48.2  50.2% 8.7%$17.9 $13.1 

*
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 71% of their loans with refreshed LTV > 100% compared to 47% overall for second lien mortgages.

Second Lien Mortgages: June 30, 2010

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

California

 $12.8  27.9% 3.0%$1.8 $6.4 

New York

 $6.3  13.8% 2.2%$0.9 $1.4 

Florida

 $2.9  6.4% 4.8%$0.7 $2.1 

Illinois

 $1.8  3.9% 2.6%$0.3 $1.1 

Texas

 $1.3  2.8% 1.3%$0.2 $0.4 

Others

 $20.7  45.2% 2.7%$4.4 $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: June 30, 2010

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

2010

 $0.7  0.7% 0.0%$0.1 $0.1 

2009

 $3.8  4.0% 0.7%$0.5 $0.2 

2008

 $12.3  12.9% 4.9%$2.8 $2.5 

2007

 $23.9  25.0% 12.2%$8.7 $11.6 

2006

 $17.1  17.8% 10.7%$5.4 $8.1 

2005

 $16.5  17.2% 6.6%$3.9 $5.1 

£ 2004

 $21.6  22.5% 6.9%$6.8 $1.5 

*
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: June 30, 2010

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

2010

 $0.1  0.3% 0.0%$0.0 $0.0 

2009

 $0.6  1.3% 0.2%$0.0 $0.0 

2008

 $4.0  8.8% 1.1%$0.6 $0.7 

2007

 $13.4  29.4% 3.2%$2.7 $7.2 

2006

 $14.7  32.2% 3.4%$2.9 $8.9 

2005

 $8.8  19.2% 2.6%$1.4 $4.0 

£ 2004

 $4.0  8.7% 1.7%$0.6 $0.5 

*
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 June 30, 2010, the Citi-branded portfolio totaled approximately $77 billion, while the retail partner cards portfolio was approximately $50 billion.

Impact of Loss Mitigation and Cards Modification Programs on Cards Portfolios

        In each of its Citi-branded and retail partner cards portfolios, Citi continues to actively eliminate riskier accounts to mitigate losses. Higher risk customers have either had their available lines of credit reduced or their accounts closed. On a net basis, end of period open accounts are down 15% in Citi-branded cards and down 13% in retail partner cards versus prior-year levels.

        As previously disclosed, in Citi's experience to date, these portfolios have significantly different characteristics:

    Citi-branded cards tend to have a longer estimated account life, with higher credit lines and balances reflecting the greater utility of a multi-purpose credit card.

    Retail partner cards tend to have a shorter account life, with smaller credit lines and balances. The account portfolio, by its nature, turns faster and the loan balances reflect more recent vintages.

        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, have tended to affect the retail partner cards portfolio faster than the branded portfolio.

        In addition to tightening credit standards, Citi also offers short-term and long-term cards modification programs, as discussed under "Consumer Loan Modification Programs" above. 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, as previously reported, 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. This improved performance of modified loans relative to those not modified has generally been the 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. In addition, during the second quarter of 2010, Citi placed fewer accounts into these programs and the results for these programs have remained positive.

        Overall, however, Citi continues to believe that net credit losses in each of its cards portfolios will likely continue to remain at elevated levels and will continue to be highly dependent on macroeconomic conditions and industry changes, including continued implementation of the CARD Act.

Cards Quarterly Trends—Delinquencies and Net Credit Losses

        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 second quarter of 2010, Citi continued to see stable to improving trends across both portfolios, based in part, it believes, on its loss mitigation programs, as previously discussed. Across both portfolios, delinquencies declined during the second quarter of 2010. In Citi-branded cards, net credit losses declined sequentially. On a percentage basis, however, net credit losses were up in Citi-branded cards due to declining loan balances. In retail partner cards, net credit losses declined for the fourth consecutive quarter.


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 73% of the Citi-branded portfolio had FICO credit scores of at least 660 on a refreshed basis as of June 30, 2010, while 65% of the retail partner cards portfolio had scores above 660.

Balances: June 30, 2010

Refreshed
 Citi Branded Retail Partners 

FICO ³ 660

  73% 65%

620 £ FICO < 660

  11% 13%

FICO < 620

  16% 22%

Note: Based on balances of $120 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 June 30, 2010. Given the economic environment, customers have generally 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 16% of the Citi-branded portfolio, have a 90+DPD rate of 16.3%; in the retail partner cards portfolio, loans with FICO scores less than 620 constitute 22% of the portfolio and have a 90+DPD rate of 16.7%.

90+DPD Delinquency Rate: June 30, 2010

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

FICO ³ 660

  0.2% 0.2%

620 £ FICO < 660

  0.7% 0.8%

FICO < 620

  16.3% 16.7%

Note: Based on balances of $120 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 June 30, 2010, the U.S. Installment portfolio totaled approximately $64 billion, while the U.S. Other Revolving portfolio was approximately $0.9 billion. While substantially all of the U.S. Installment portfolio is reported inLCL 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. As of June 30, 2010, the U.S. Installment portfolio included 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 were approximately $6 billion of non-FFELP Student Loans where losses are mitigated by private insurance. These insurance providers insure Citi against a significant portion of losses arising from borrower loan default, bankruptcy or death.

        Approximately 37% of the Installment portfolio had FICO credit scores less than 620 on a refreshed basis. Approximately 26% of the Other Revolving portfolio is composed of loans having FICO less than 620.

Balances: June 30, 2010

Refreshed
 Installment Other Revolving 

FICO ³ 660

  50% 59%

620 £ FICO < 660

  13% 15%

FICO < 620

  37% 26%

Note: Based on balances of $62 billion for Installment and $0.8 billion for Other Revolving. Excludes Canada and Puerto Rico. Excludes balances where FICO was unavailable ($1.6 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: June 30, 2010

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

FICO ³ 660

  0.2% 0.4%

620 £ FICO < 660

  1.3% 1.3%

FICO < 620

  7.7% 6.6%

Note: Based on balances of $62 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. The fair value of MSRs declines with increased prepayments, and lower interest rates are generally one factor that tends to lead to increased prepayments. Thus, by retaining risks of sold mortgage loans, Citigroup is 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 $4.894 billion and $6.530 billion at June 30, 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

Direct Exposure to Monolines
CORPORATE CREDIT PORTFOLIO

        Through Citi Holdings—Special Asset Pool,The following table presents credit data for Citigroup's corporate loans and unfunded lending commitments at June 30, 2010. The ratings scale is based on Citi's internal risk ratings, which generally correspond to the Company has exposure to various monoline bond insurers (Monolines), listedratings as defined by S&P and Moody's.

 
 At June 30, 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)

 $118,470  69%$231,863  87%

Non-investment grade(4)

             
 

Noncriticized

  21,312  12  16,911  6 
 

Criticized performing(5)

  21,065  12  14,108  6 
  

Commercial real estate (CRE)

  5,623  3  1,781  1 
  

Commercial and Industrial and Other

  15,442  9  12,327  5 
 

Non-accrual (criticized)(5)

  11,036  6  3,043  1 
  

CRE

  2,568  1  988   
  

Commercial and Industrial and Other

  8,468  5  2,055  1 
          

Total non-investment grade

 $53,413  31%$34,062  13%

Private Banking loans managed on a delinquency basis(4)

  13,738     2,216    

Loans at fair value

  2,358         
          

Total corporate loans

 $187,979    $268,141    

Unearned income

  (1,259)        
          

Corporate loans, net of unearned income

 $186,720    $268,141    
          

(1)
Includes $765 million 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 June 30, 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 June 30, 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

 $177 $46 $8 $231 

Unfunded lending commitments

  159  94  10  263 
          

Total

 $336 $140 $18 $494 
          


 
 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:

 
 June 30,
2010
 December 31,
2009
 

North America

  47% 51%

EMEA

  30  27 

Latin America

  7  9 

Asia

  16  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 June 30, 2010 and December 31, 2009, as a percentage of the total portfolio:

 
 Direct outstandings and
unfunded commitments
 
 
 June 30,
2010
 December 31,
2009
 

AAA/AA/A

  55% 58%

BBB

  25  24 

BB/B

  13  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
 
 
 June 30,
2010
 December 31,
2009
 

Government and central banks

  12% 12%

Banks

  8  9 

Investment banks

  7  5 

Other financial institutions

  5  12 

Petroleum

  5  4 

Utilities

  4  4 

Insurance

  4  4 

Agriculture and food preparation

  4  4 

Telephone and cable

  3  3 

Industrial machinery and equipment

  3  2 

Real estate

  3  3 

Global information technology

  2  2 

Chemicals

  2  2 

Other industries(1)

  38  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 June 30, 2010 and December 31, 2009, $49.2 billion and $59.6 billion, respectively, of credit risk exposure were economically hedged. Citigroup's 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 June 30, 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

 
 June 30,
2010
 December 31,
2009
 

AAA/AA/A

  48% 45%

BBB

  36  37 

BB/B

  11  11 

CCC or below

  5  7 
      

Total

  100% 100%
      

        At June 30, 2010 and December 31, 2009, the credit protection was economically hedging underlying credit exposure with the following industry distribution:

Industry of Hedged Exposure

 
 June 30,
2010
 December 31,
2009
 

Utilities

  6% 9%

Telephone and cable

  7  9 

Agriculture and food preparation

  8  8 

Chemicals

  7  8 

Petroleum

  6  6 

Industrial machinery and equipment

  4  6 

Autos

  7  6 

Retail

  5  4 

Insurance

  4  4 

Other financial institutions

  7  4 

Pharmaceuticals

  4  5 

Natural gas distribution

  4  3 

Metals

  4  4 

Global information technology

  3  3 

Other industries(1)

  24  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 hedgeschanges 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.

 
 June 30, 2010 March 31, 2010 June 30, 2009 
In millions of dollars Increase Decrease Increase Decrease Increase Decrease 

U.S. dollar

                 

Instantaneous change

 $(264)NM $(488)NM $(1,191) NM 

Gradual change

 $(179)NM $(110)NM $(694) NM 
              

Mexican peso

                 

Instantaneous change

 $60 $(60) $42 (42) $(21) 21 

Gradual change

 $33 $(33) $21 (21) $(15) 15 
              

Euro

                 

Instantaneous change

 $13 NM $(56)NM $26 $(25)

Gradual change

 $3 NM $(50)NM $(4)$4 
              

Japanese yen

                 

Instantaneous change

 $133 NM $148 NM $207  NM 

Gradual change

 $89 NM $97 NM $119  NM 
              

Pound sterling

                 

Instantaneous change

 $16 NM $(3)NM $(8) 8 

Gradual change

 $8 NM $(5)NM $(14) 14 
              

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

        The changes in the U.S. dollar IRE from the previous quarter reflect changes in the customer-related asset and liability mix, the expected impact of market rates on certain investmentscustomer behavior and Citigroup's view of prevailing interest rates. The changes from tradingthe prior-year quarter primarily reflect modeling of mortgages and deposits based on lower rates, pricing changes due to the CARD Act, debt issuance and swapping activities, offset by repositioning of the liquidity portfolio.

        Certain trading-oriented businesses within Citi have accrual-accounted positions. The hedges are composedU.S. dollar IRE associated with these businesses is ($147) million for a 100 basis point instantaneous increase in 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 credit default swapsone 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)

 
$

(7

)

$

(86

)

$

(371

)
 
NM
  
NM
 
$

(49

)
              

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 $214 million, $172 million, $205 million, and other hedge instruments. The Company recorded a reduction of $157$277 million CVA relatedat June 30, 2010, March 31, 2010, December 31, 2009, and June 30, 2009, respectively. Daily Citigroup trading VAR averaged $188 million and ranged from $163 million to exposure to Monolines$219 million during the second quarter of 2009, bringing the total CVA balance to $5.2 billion.2010.

        The following table summarizes VAR for Citigroup trading portfolios at June 30, 2010, March 31, 2010, and June 30, 2009, including the total VAR, the specific risk-only component of VAR, the isolated general market factor VARs, along with the quarterly averages. On April 30, 2010, Citigroup concluded its implementation of exponentially weighted market factor volatilities for Interest rate and FX positions to the VAR calculation. This methodology uses the higher of short- and long-term annualized volatilities. This enhancement resulted in a 31% increase inS&B VAR, and a 24% increase in Citigroup consolidated VAR, reported at June 30, 2010.

In million of dollars June 30,
2010
 Second
Quarter
2010
Average
 March 31,
2010
 First
Quarter
2010
Average
 June 30,
2009
 Second
Quarter
2009
Average
 

Interest rate

 $244 $224 $201 $193 $226 $217 

Foreign exchange

  57  57  53  51  84  61 

Equity

  71  64  49  73  65  94 

Commodity

  24  21  17  18  36  38 

Diversification benefit

  (182) (178) (148) (135) (134) (150)
              

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

 $214 $188 $172 $200 $277 $260 
              

Specific risk-only component(1)

 $17 $16 $15 $20 $18 $20 
              

Total—General market factors only

 $197 $172 $157 $180 $259 $240 
              

(1)
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:

 
 June 30,
2010
 March 31,
2010
 June 30,
2009
 
In millions of dollars Low High Low High Low High 

Interest rate

 $198 $270 $171 $228 $193 $240 

Foreign exchange

  36  94  37  78  31  91 

Equity

  48  89  47  111  50  153 

Commodity

  15  27  15  20  26  50 
              

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

In millions of dollars June 30,
2010
 March 31,
2010
 

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

 $176 $104 
      

Average—during quarter

  139  144 

High—during quarter

  180  235 

Low—during quarter

  100  99 
      

Table of Contents


INTEREST REVENUE/EXPENSE AND YIELDS

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

GRAPHIC

In millions of dollars 2nd Qtr.
2010
 1st Qtr.
2010
 2nd Qtr.
2009(1)
 Change
2Q10 vs. 2Q09
 

Interest revenue(2)

 $20,418 $20,852 $19,671  4%

Interest expense(3)

  6,379  6,291  6,842  (7)%
          

Net interest revenue(2)(3)

 $14,039 $14,561  12,829  9%
          

Interest revenue—average rate

  4.57% 4.75% 4.97% (40) bps

Interest expense—average rate

  1.60% 1.60% 1.93% (33) bps

Net interest margin

  3.15% 3.32% 3.24% (9) 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

  0.87% 0.92% 1.02% (15) bps

10-year U.S. Treasury note—average rate

  3.49% 3.72% 3.32% 17bps
          

10-year vs. two-year spread

  262bps 280bps 230bps   
          

(1)
Reclassified to conform to the current period's presentation and to exclude discontinued operations.

(2)
Excludes taxable equivalent adjustments (based on the U.S. Federal statutory tax rate of 35%) of $149 million, $135 million, and $82 million for the second quarter of 2010, the first quarter of 2010, and the second quarter of 2009, respectively.

(3)
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's direct exposuresbusiness 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.

        NIM decreased by 17 basis points during the second quarter of 2010 due to the continued de-risking of loan portfolios, the expansion of loss mitigation efforts 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 June 30, 2009 and March 31, 2009.

 
 June 30, 2009 March 31, 2009 
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

 $4,525 $5,328 $4,649 $5,352 
          

Trading assets—non-subprime:

             

MBIA

 $2,123 $3,868 $2,209 $4,567 

FSA

  128  1,108  294  1,119 

Assured

  126  466  147  454 

Radian

  19  150  39  150 

Ambac

    407  19  821 
          

Subtotal trading assets—non-subprime

 $2,396 $5,999 $2,708 $7,111 
          

Total gross fair-value direct exposure

 $6,921    $7,357    

Credit valuation adjustment

  (5,213)    (5,370)   
          

Total net fair-value direct exposure

 $1,708    $1,987    
          

        The fair-value exposure, net of payable and receivable positions, represents the market value of the contract as of June 30, 2009 and March 31, 2009, respectively, 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 CVA 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.

        As of June 30, 2009 and March 31, 2009, the Company had $6.3 billion and $6.6 billion, respectively, in notional amount of hedges against its direct subprime ABS CDO super senior positions. Of those amounts, $5.3 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 $2.4 billion and $2.7 billion of fair-value exposure to Monolines as of June 30, 2009 and March 31, 2009, respectively. Trading assets include trading positions, both long 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 June 30, 2009 was $6.0 billion. The $6.0 billion notional amount of transactions comprised $955 million primarily in interest-rate swaps with a corresponding fair value exposure of $2.1 million net payable. The remaining notional amount of $5.0 billion was in the form of credit default swaps and total return swaps with a fair value exposure of $2.4 billion.

        The notional amount of transactions related to the remaining non-subprime trading assets at March 31, 2009 was $7.1 billion with a corresponding fair value exposure of $2.7 billion. The $7.1 billion notional amount of transactions comprised $2.1 billion primarily in interest-rate swaps with a corresponding fair value exposure of $10 million. The remaining notional amount of $5.0 billion was in the form of credit default swaps and total return swaps with a fair value of $2.7 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 $316 million and $300 million as of June 30, 2009 and March 31, 2009, 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.Primerica divestiture.


Table of Contents

Highly Leveraged Financing Transactions
AVERAGE BALANCES AND INTEREST RATES—ASSETS(1)(2)(3)(4)

        Highly leveraged financing commitments are agreements that provide funding to a borrower with higher levels of debt (measured by

 
 Average Volume Interest Revenue % Average Rate 
In millions of dollars 2nd Qtr.
2010
 1st Qtr.
2010
 2nd Qtr.
2009
 2nd Qtr.
2010
 1st Qtr.
2010
 2nd Qtr.
2009
 2nd Qtr.
2010
 1st Qtr.
2010
 2nd Qtr.
2009
 

Assets

                            

Deposits with banks(5)

 $168,330 $166,378 $168,631 $291 $290 $377  0.69% 0.71% 0.90%
                    

Federal funds sold and securities borrowed or purchased under agreements to resell(6)

                            

In U.S. offices

 $186,283 $160,033 $131,522 $452 $471 $515  0.97% 1.19% 1.57%

In offices outside the U.S.(5)

  83,055  78,052  61,382  329  281  279  1.59  1.46  1.82 
                    

Total

 $269,338 $238,085 $192,904 $781 $752 $794  1.16% 1.28% 1.65%
                    

Trading account assets(7)(8)

                            

In U.S. offices

 $130,475 $131,776 $134,334 $1,019 $1,069 $1,785  3.13% 3.29% 5.33%

In offices outside the U.S.(5)

  149,628  152,403  120,468  992  803  1,136  2.66  2.14  3.78 
                    

Total

 $280,103 $284,179 $254,802 $2,011 $1,872 $2,921  2.88% 2.67% 4.60%
                    

Investments(1)

                            

In U.S. offices

                            
 

Taxable

 $157,621 $150,858 $123,181 $1,301 $1,389 $1,674  3.31% 3.73% 5.45%
 

Exempt from U.S. income tax

  15,305  15,570  16,293  197  173  247  5.16  4.51  6.08 

In offices outside the U.S.(5)

  138,477  144,892  118,891  1,488  1,547  1,514  4.31  4.33  5.11 
                    

Total

 $311,403 $311,320 $258,365 $2,986 $3,109 $3,435  3.85% 4.05% 5.33%
                    

Loans (net of unearned income)(9)

                            

In U.S. offices

 $460,147 $479,384 $385,347 $9,153 $9,511 $6,254  7.98% 8.05% 6.51%

In offices outside the U.S.(5)

  249,353  254,488  270,594  5,074  5,162  5,675  8.16  8.23  8.41 
                    

Total

 $709,500 $733,872 $655,941 $14,227 $14,673 $11,929  8.04% 8.11% 7.29%
                    

Other interest-earning Assets

 $51,519 $45,894 $57,416 $122 $156 $215  0.95% 1.38% 1.50%
                    

Total interest-earning Assets

 $1,790,193 $1,779,728 $1,588,059 $20,418 $20,852 $19,671  4.57% 4.75% 4.97%
                       

Non-interest-earning assets(7)

  226,902  233,344  262,840                   
                          

Total Assets from discontinued operations

     $19,048                   
                          

Total assets

 $2,017,095 $2,013,072 $1,869,947                   
                    

(1)
Interest revenue excludes the ratio of debt capital to equity capital of the borrower) than is generally the case for other companies. In recent years through mid-2008, highly leveraged financing had been commonly employed in corporate acquisitions, management buy-outs and similar transactions.

        In these financings, debt service (that is, principal and interest payments) absorbs a significant portion of the cash flows generated by the borrower's business. Consequently, 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 (ASC 450-20-25), 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 basedtaxable equivalent adjustments (based on the borrower's ability to repayU.S. federal statutory tax rate of 35%) of $149 million, $135 million, and $82 million for the facility according to its contractual terms. Forsecond quarter of 2010, the portionfirst quarter of loan commitments that relates to loans that will be held-for-sale, loss estimates are made in reference to current conditions in the resale market (both interest rate risk2010, 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:

    the portion that Citigroup will seek to sell is recorded as a loan held-for-sale inOther assets on the Consolidated Balance Sheet, and measured at the lower of cost or market (LOCOM); and

    the portion that will be retained is recorded as a loan held-for-investment inLoans and measured at amortized cost less a reserve for loan losses.

        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 $237 million in the second quarter of 2009, bringingrespectively.

(2)
Interest rates and amounts include the cumulative write-downseffects of risk management activities associated with the respective asset and liability categories.

(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 (ASC 210-20-45) FIN 41 and Interest revenue excludes the impact of (ASC 210-20-45) 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 2nd Qtr.
2010
 1st Qtr.
2010
 2nd Qtr.
2009
 2nd Qtr.
2010
 1st Qtr.
2010
 2nd Qtr.
2009
 2nd Qtr.
2010
 1st Qtr.
2010
 2nd Qtr.
2009
 

Liabilities

                            

Deposits

                            

In U. S. offices

                            
 

Savings deposits(5)

 $186,070 $178,266 $173,168 $461 $458 $999  0.99% 1.04% 2.31%
 

Other time deposits

  48,171  54,391  57,869  100  143  278  0.83  1.07  1.93 

In offices outside the U.S.(6)

  475,562  481,002  428,188  1,475  1,479  1,563  1.24  1.25  1.46 
                    

Total

 $709,803 $713,659 $659,225 $2,036 $2,080 $2,840  1.15% 1.18% 1.73%
                    

Federal funds purchased and securities loaned or sold under agreements to repurchase(7)

                            

In U.S. offices

 $137,610 $120,695 $133,948 $237 $179 $288  0.69% 0.60% 0.86%

In offices outside the U.S.(6)

  100,759  79,447  74,346  560  475  643  2.23  2.42  3.47 
                    

Total

 $238,369 $200,142 $208,294 $797 $654 $931  1.34% 1.33% 1.79%
                    

Trading account liabilities(8)(9)

                            

In U.S. offices

 $39,709 $32,642 $19,592 $88 $44 $50  0.89% 0.55% 1.02%

In offices outside the U.S.(6)

  43,528  46,905  36,652  18  19  19  0.17  0.16  0.21 
                    

Total

 $83,237 $79,547 $56,244 $106 $63 $69  0.51% 0.32% 0.49%
                    

Short-term borrowings

                            

In U.S. offices

 $122,260 $152,785 $136,200 $181 $204 $209  0.59% 0.54% 0.62%

In offices outside the U.S.(6)

  33,630  27,659  35,299  34  72  106  0.41  1.06  1.20 
                    

Total

 $155,890 $180,444 $171,499 $215 $276 $315  0.55% 0.62% 0.74%
                    

Long-term debt(10)

                            

In U.S. offices

 $391,524 $397,113 $296,324 $3,011 $3,005 $2,427  3.08% 3.07% 3.29%

In offices outside the U.S.(6)

  23,369  25,955  29,318  214  213�� 260  3.67  3.33  3.56 
                    

Total

 $414,893 $423,068 $325,642 $3,225 $3,218 $2,687  3.12% 3.08% 3.31%
                    

Total interest-bearing liabilities

 $1,602,192 $1,596,860 $1,420,904 $6,379 $6,291 $6,842  1.60% 1.60% 1.93%
                       

Demand deposits in U.S. offices

  14,986  16,675  19,584                   

Other non-interest-bearing liabilities(8)

  243,892  247,365  267,055                   

Total liabilities from discontinued operations

      12,122                   
                          

Total liabilities

 $1,861,070 $1,860,900 $1,719,665                   
                          

Citigroup equity(11)

 $153,798 $149,993 $148,448                   
                          

Noncontrolling Interest

 $2,227 $2,179  1,834                   
                          

Total Equity

 $156,025 $152,172 $150,282                   
                          

Total Liabilities and Equity

 $2,017,095 $2,013,072 $1,869,947                   
                    

Net interest revenue as a percentage of average interest-earning assets(12)

                            

In U.S. offices

  1,087,675 $1,080,673 $944,819  8,136 $8,660 $6,452  3.00% 3.25% 2.74%

In offices outside the U.S.(6)

  702,518  699,055  643,240  5,903  5,901  6,377  3.37% 3.42  3.98 
                    

Total

 $1,790,193 $1,779,728 $1,588,059 $14,039 $14,561 $12,829  3.15% 3.32% 3.24%
                    

(1)
Interest revenue excludes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $149 million, $135 million, and $82 million for the second quarter of 2010, the first quarter of 2010, and the second 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 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 fees and charges of $242 million, $223 million and $670 million for three months ended June 30, 2010, March 31, 2010 and June 30, 2009, respectively. Additionally, the second quarter of 2009 includes the one-time FDIC special assessment of $333 million.

(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 (ASC 210-20-45) FIN 41and Interest expense excludes the impact of (ASC 210-20-45) 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.

Reclassified to conform to the current period's presentation.


Table of Contents


AVERAGE BALANCES AND INTEREST RATES—ASSETS(1)(2)(3)(4)

 
 Average Volume Interest Revenue % Average Rate 
In millions of dollars Six Months
2010
 Six Months
2009
 Six Months
2010
 Six Months
2009
 Six Months
2010
 Six Months
2009
 

Assets

                   

Deposits with banks(5)

 $167,354 $168,887 $581 $813  0.70% 0.97%
              

Federal funds sold and securities borrowed or purchased under agreements to resell(6)

                   

In U.S. offices

 $173,158 $129,763 $923 $1,065  1.07% 1.66%

In offices outside the U.S.(5)

  80,554  56,907  610  614  1.53  2.18 
              

Total

 $253,712 $186,670 $1,533 $1,679  1.22% 1.81%
              

Trading account assets(7)(8)

                   

In U.S. offices

 $131,126 $140,925 $2,088 $3,769  3.21% 5.39%

In offices outside the U.S.(5)

  151,015  114,460  1,795  2,103  2.40  3.71 
              

Total

 $282,141 $255,385 $3,883 $5,872  2.78% 4.64%
              

Investments(1)

                   

In U.S. offices

                   
 

Taxable

 $154,239 $122,541 $2,690 $3,154  3.52% 5.19%
 

Exempt from U.S. income tax

  15,438  15,434  370  365  4.83  4.77 

In offices outside the U.S.(5)

  141,685  112,921  3,035  3,092  4.32  5.52 
              

Total

 $311,362 $250,896 $6,095 $6,611  3.95% 5.31%
              

Loans (net of unearned income)(9)

                   

In U.S. offices

 $469,765 $394,408 $18,663 $13,085  8.01% 6.69%

In offices outside the U.S.(5)

  251,921  269,421  10,237  11,699  8.19  8.76 
              

Total

 $721,686 $663,829 $28,900 $24,784  8.08% 7.53%
              

Other interest-earning assets

 $48,707 $54,524 $278 $495  1.15% 1.83%
              

Total interest-earning assets

 $1,784,962 $1,580,191 $41,270 $40,254  4.66% 5.14%
                

Non-interest-earning assets(7)

  230,122  289,207             

Total assets from discontinued operations

    19,566             
                  

Total assets

 $2,015,084 $1,888,964             
              

(1)
Interest revenue excludes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $284 million and $179 million for the first halfsix months of 2010 and 2009, respectively.

(2)
Interest rates and amounts include the effects of risk management activities associated with the respective asset and liability categories.

(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 $484 million.resell are reported net pursuant to (ASC 210-20-45) FIN 41 and interest revenue excludes the impact of (ASC 210-20-45) 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 ofInterest 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

        Citigroup's exposures to highly leveraged financing commitments totaled $8.5 billion at
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 Six Months
2010
 Six Months
2009
 Six Months
2010
 Six Months
2009
 Six Months
2010
 Six Months
2009
 

Liabilities

                   

Deposits

                   

In U. S. offices

                   
 

Savings deposits(5)

 $182,168 $169,073 $919 $1,632  1.02% 1.95%
 

Other time deposits

  51,281  59,576  243  694  0.96  2.35 

In offices outside the U.S.(6)

  478,282  418,514  2,954  3,362  1.25  1.62 
              

Total

 $711,731 $647,163 $4,116 $5,688  1.17% 1.77%
              

Federal funds purchased and securities loaned or sold under agreements to repurchase(7)

                   

In U.S. offices

 $129,153 $143,102 $416 $604  0.65% 0.85%

In offices outside the U.S.(6)

  90,103  71,265  1,035  1,431  2.32  4.05 
              

Total

 $219,256 $214,367 $1,451 $2,035  1.33% 1.91%
              

Trading account liabilities(8)(9)

                   

In U.S. offices

 $36,176 $20,152 $132 $143  0.74% 1.43%

In offices outside the U.S.(6)

  45,216  33,877  37  34  0.17  0.20 
              

Total

 $81,392 $54,029 $169 $177  0.42% 0.66%
              

Short-term borrowings

                   

In U.S. offices

 $137,522 $142,437 $385 $576  0.56% 0.82%

In offices outside the U.S.(6)

  30,645  35,257  106  202  0.70  1.16 
              

Total

 $168,167 $177,694 $491 $778  0.59% 0.88%
              

Long-term debt(10)

                   

In U.S. offices

 $394,318 $302,997 $6,016 $5,247  3.08% 3.49%

In offices outside the U.S.(6)

  24,662  31,688  427  574  3.49  3.65 
              

Total

 $418,980 $334,685  6,443 $5,821  3.10% 3.51%
              

Total interest-bearing liabilities

 $1,599,526 $1,427,938  12,670 $14,499  1.60% 2.05%
                

Demand deposits in U.S. offices

  15,831  17,486             

Other non-interest bearing liabilities(8)

  245,629  283,835             

Total liabilities from discontinued operations

    11,910             
                  

Total liabilities

 $1,860,986 $1,741,169             
                  

Total Citigroup equity(11)

 $151,895 $145,873             

Noncontrolling interest

  2,203  1,922             
                  

Total Equity

 $154,098 $147,795             
                  

Total liabilities and stockholders' equity

 $2,015,084 $1,888,964             
              

Net interest revenue as a percentage of average interest-earning assets(12)

                   

In U.S. offices

 $1,084,175 $957,624 $16,796 $13,095  3.12% 2.76%

In offices outside the U.S.(6)

  700,787  622,567  11,804  12,660  3.40% 4.10 
              

Total

 $1,784,962 $1,580,191 $28,600 $25,755  3.23% 3.29%
              

(1)
Interest revenue excludes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $284 million and $179 million for the first six months of 2010 and 2009, respectively.

(2)
Interest rates and amounts include the effects of risk management activities associated with the respective asset and liability categories.

(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 fees and charges of $465 million and $969 million for the six months ended June 30, 2010 and June 30, 2009, ($8.1 billion fundedrespectively. Additionally, the second quarter of 2009 includes the one-time FDIC special assessment of $333 million.

(6)
Average rates reflect prevailing local interest rates, including inflationary effects and $0.4 billionmonetary corrections in unfunded commitments)certain countries.

(7)
Average volumes of securities loaned or sold under agreements to repurchase are reported net pursuant to (ASC 210-20-45) FIN 41 and interest expense excludes the impact of (ASC 210-20-45) 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 ofInterest revenue. Interest revenue and interest expense on cash collateral positions are reported inTrading account assets andTrading account liabilities, reflecting a decrease of $1.0 billion from March 31, 2009.

        In 2008, the Company completed the transfer of approximately $12.0 billion of loans to third parties, of which $8.5 billion relates to highly leveraged loan commitments. Inrespectively.

(10)
Excludes hybrid financial instruments and beneficial interests in consolidated VIEs that are classified asLong-term debt as 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 wereobligations are accounted for as sales of the transferred loans. The loans were removed from the balance sheet and the retained securities are classified as AFS securities on the Company's Consolidated Balance Sheet.

at fair value with changes recorded inPrincipal Transactions. In addition, the Company purchased protectionmajority of the funding provided by Corporate 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 senior debt securitieslocation of the asset.

Reclassified to conform to the current period's presentation.


Table of Contents


ANALYSIS OF CHANGES IN INTEREST REVENUE(1)(2)(3)

 
 2nd Qtr. 2010 vs. 1st Qtr. 2010 2nd Qtr. 2010 vs. 2nd 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)

 $3 $(2)$1 $(1)$(85)$(86)
              

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

                   

In U.S. offices

 $71 $(90)$(19)$172 $(235)$(63)

In offices outside the U.S.(4)

  19  29  48  89  (39) 50 
              

Total

 $90 $(61)$29 $261 $(274)$(13)
              

Trading account assets(5)

                   

In U.S. offices

 $(10)$(40)$(50)$(50)$(716)$(766)

In offices outside the U.S.(4)

  (15) 204  189  238  (382) (144)
              

Total

 $(25)$164 $139 $188 $(1,098)$(910)
              

Investments(1)

                   

In U.S. offices

 $59 $(123)$(64)$394 $(817)$(423)

In offices outside the U.S.(4)

  (69) 10  (59) 229  (255) (26)
              

Total

 $(10)$(113)$(123)$623 $(1,072)$(449)
              

Loans (net of unearned income)(6)

                   

In U.S. offices

 $(383)$25 $(358)$1,341 $1,558 $2,899 

In offices outside the U.S.(4)

  (104) 16  (88) (436) (165) (601)
              

Total

 $(487)$41 $(446) 905 $1,393 $2,298 
              

Other interest-earning assets

 $17 $(51)$(34)$(20)$(73)$(93)
              

Total interest revenue

 $(412)$(22)$(434)$1,956 $(1,209)$747 
              

(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 third-party subordinatepercentage relationship of changes in volume and changes in rate to the total net change.

(3)
Detailed average volume, interest holders viarevenue 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 liabilitiesofICGis reported as a reduction ofInterest revenue. Interest revenue and Interest expense on cash collateral positions are reported inTrading account assetsandTrading account liabilities, respectively.

(6)
Includes cash-basis loans.

Table of Contents


ANALYSIS OF CHANGES IN INTEREST EXPENSE AND NET INTEREST REVENUE(1)(2)(3)

 
 2nd Qtr. 2010 vs. 1st Qtr. 2010 2nd Qtr. 2010 vs. 2nd 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

 $4 $(44)$(40)$17 $(733) (716)

In offices outside the U.S.(4)

  (17) 13  (4) 162  (250) (88)
              

Total

 $(13)$(31)$(44)$179 $(983) (804)
              

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

                   

In U.S. offices

 $27 $31 $58 $8 $(59) (51)

In offices outside the U.S.(4)

  120  (35) 85  188  (271) (83)
              

Total

 $147 $(4)$143 $196 $(330) (134)
              

Trading account liabilities(5)

                   

In U.S. offices

 $11 $33 $44 $45 $(7) 38 

In offices outside the U.S.(4)

  (1)   (1) 3  (4) (1)
              

Total

 $10 $33 $43 $48 $(11) 37 
              

Short-term borrowings

                   

In U.S. offices

 $(44)$21 $(23)$(21)$(7) (28)

In offices outside the U.S.(4)

  13  (51) (38) (5) (67) (72)
              

Total

 $(31)$(30)$(61)$(26)$(74) (100)
              

Long-term debt

                   

In U.S. offices

 $(43)$49 $6 $740 $(156) 584 

In offices outside the U.S.(4)

  (22) 23  1  (54) 8  (46)
              

Total

 $(65)$72 $7 $686 $(148) 538 
              

Total interest expense

 $48 $40 $88 $1,083 $(1,546) (463)
              

Net interest revenue

 $(460)$(62)$(522)$873 $337  1,210 
              

(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 return swaps (TRS)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 liabilitiesofICGis reported as a reduction ofInterest revenue. Interest revenue and Interest expense on cash collateral positions are reported inTrading account assetsandTrading account liabilities, respectively.

Table of Contents

ANALYSIS OF CHANGES IN INTEREST REVENUE, INTEREST EXPENSE, AND NET INTEREST REVENUE(1)(2)(3)

 
 Six Months 2010 vs. Six Months 2009 
 
 Increase (Decrease)
Due to Change in:
  
 
In millions of dollars Average
Volume
 Average
Rate
 Net
Change(2)
 

Deposits at interest with banks(4)

 $(7)$(225)$(232)
        

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

          

In U.S. offices

 $295 $(437)$(142)

In offices outside the U.S.(4)

  211  (215) (4)
        

Total

 $506 $(652)$(146)
        

Trading account assets(5)

          

In U.S. offices

 $(247)$(1,434)$(1,681)

In offices outside the U.S.(4)

  559  (867) (308)
        

Total

 $312 $(2,301)$(1,989)
        

Investments(1)

          

In U.S. offices

 $704 $(1,163)$(459)

In offices outside the U.S.(4)

  695  (752) (57)
        

Total

 $1,399 $(1,915)$(516)
        

Loans (net of unearned income)(6)

          

In U.S. offices

 $2,743 $2,836 $5,579 

In offices outside the U.S.(4)

  (735) (727) (1,462)
        

Total

 $2,008 $2,109 $4,117 
        

Other interest-earning assets

 $(48)$(169)$(217)
        

Total interest revenue

 $4,170 $(3,153)$1,017 
        

Deposits

          

In U.S. offices

 $48 $(1,212)$(1,164)

In offices outside the U.S.(4)

  438  (846) (408)
        

Total

 $486 $(2,058)$(1,572)
        

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

          

In U.S. offices

 $(55)$(133)$(188)

In offices outside the U.S.(4)

  317  (712) (395)
        

Total

 $262 $(845)$(583)
        

Trading account liabilities(5)

          

In U.S. offices

 $79 $(90)$(11)

In offices outside the U.S.(4)

  10  (7) 3 
        

Total

 $89 $(97)$(8)
        

Short-term borrowings

          

In U.S. offices

 $(19)$(172)$(191)

In offices outside the U.S.(4)

  (24) (72) (96)
        

Total

 $(43)$(244)$(287)
        

Long-term debt

          

In U.S. offices

 $1,447 $(678)$769 

In offices outside the U.S.(4)

  (123) (24) (147)
        

Total

 $1,324 $(702)$622 
        

Total interest expense

 $2,118 $(3,946)$(1,828)
        

Net interest revenue

 $2,052 $793 $2,845 
        

(1)
The counterparty credit risktaxable 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 liabilitiesofICGis reported as a reduction ofInterest revenue. Interest revenue and Interest expense on cash collateral positions are reported inTrading account assetsandTrading account liabilities, respectively.

(6)
Includes cash-basis loans.

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 June 30, 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

 $10.8 $11.3 $12.1 $34.2 $26.0 $2.6 $36.8 $62.4 $33.0 $68.5 

Germany

  13.7  6.5  6.1  26.3  21.9  6.8  33.1  62.8  30.2  53.1 

India

  1.8  0.4  6.2  8.4  6.0  17.1  25.5  1.9  24.9  1.8 

Cayman Islands

  0.3  0.7  20.6  21.6  20.9    21.6  4.7  18.0  6.1 

United Kingdom

  10.9  1.0  8.0  19.9  17.8    19.9  142.5  17.1  138.5 

South Korea

  1.7  0.4  2.9  5.0  4.8  11.4  16.4  15.1  17.4  14.4 

Mexico

  2.0  1.2  3.7  6.9  4.4  8.4  15.3  21.7  12.8  21.2 

Netherlands

  4.6  2.7  8.0  15.3  9.7    15.3  45.2  20.3  65.5 

Italy

  1.1  9.4  2.4  12.9  11.2  0.9  13.8  16.4  21.7  21.2 

Venezuelan Operations

        In 2003, the Venezuelan government enacted currency restrictions that have restricted Citigroup's ability to obtain U.S. dollars in Venezuela at the official foreign currency rate. In May 2010, the government enacted new laws that have closed the parallel foreign exchange market and established a new foreign exchange market. Citigroup does not have access to U.S. dollars in this new market. Citigroup uses the official rate to re-measure the foreign currency transactions 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,financial statements of its Venezuelan operations, which have an amortized cost basis of $6.7 billion and fair value of $6.3 billion atU.S. dollar functional currencies, into U.S. dollars. At June 30, 2009, and the receivables under the TRS, which have a fair value2010, Citigroup had net monetary assets in its Venezuelan operations denominated in bolivars of $0.4 billion at June 30, 2009. The change in the value of the retained senior debt securities that are classified as AFS securities are recorded in AOCI as they are deemed temporary. The offsetting change in the TRS are recorded as cash flow hedges within AOCI. See Note 14 to the Consolidated Financial Statements for additional information.approximately $200 million.


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 June 30, 2009 and December 31, 2008:

Notionals(1)

 
 Trading
derivatives(2)(3)
 Non-trading
Derivatives(3)
 
In millions of dollars June 30,
2009
 December 31,
2008
 June 30,
2009
 December 31,
2008
 

Interest rate contracts

             
 

Swaps

 $15,307,390 $15,096,293 $303,754 $306,501 
 

Futures and forwards

  3,724,252  2,619,952  101,832  118,440 
 

Written options

  3,063,580  2,963,280  18,850  20,255 
 

Purchased options

  3,227,193  3,067,443  50,726  38,344 
          

Total interest rate contract notionals

 $25,322,415 $23,746,968 $475,162 $483,540 
          

Foreign exchange contracts

             
 

Swaps

 $914,889 $882,327 $55,642 $62,491 
 

Futures and forwards

  2,042,436  2,165,377  32,399  40,694 
 

Written options

  435,498  483,036  6,473  3,286 
 

Purchased options

  453,971  539,164  474  676 
          

Total foreign exchange contract notionals

 $3,846,794 $4,069,904 $94,988 $107,147 
          

Equity contracts

             
 

Swaps

 $90,794 $98,315 $ $ 
 

Futures and forwards

  13,557  17,390     
 

Written options

  463,668  507,327     
 

Purchased options

  442,601  471,532     
          

Total equity contract notionals

 $1,010,620 $1,094,564 $ $ 
          

Commodity and other contracts

             
 

Swaps

 $27,451 $44,020 $ $ 
 

Futures and forwards

  84,905  60,625     
 

Written options

  30,663  31,395     
 

Purchased options

  30,254  32,892     
          

Total commodity and other contract notionals

 $173,273 $168,932 $ $ 
          

Credit derivatives(4)

             
 

Citigroup as the Guarantor:

             
  

Credit default swaps

 $1,363,683 $1,441,117 $ $ 
  

Total return swaps

  1,950  1,905     
  

Credit default options

  55  258     
 

Citigroup as the Beneficiary:

            
  

Credit default swaps

  1,450,451  1,560,087     
  

Total return swaps

  22,997  27,359  6,668  8,103 
  

Credit default options

  150  135     
          

Total credit derivatives

 $2,839,286 $3,030,861 $6,668 $8,103 
          

Total derivative notionals

 $33,192,388 $32,111,229 $576,818 $598,790 
          

See theactivities. The following page for footnotes to this table.

[Table continues on the following page.]


Table of Contents


Mark-to-Market (MTM) Receivables/Payables

 
 Derivatives
receivables—MTM
 Derivatives
payables—MTM
 
In millions of dollars June 30,
2009
 December 31,
2008
 June 30,
2009
 December 31,
2008
 

Trading derivatives(2)

             
 

Interest rate contracts

 $486,623 $667,597 $466,686 $654,178 
 

Foreign exchange contracts

  87,813  153,197  92,241  160,628 
 

Equity contracts

  24,444  35,717  45,070  57,292 
 

Commodity and other contracts

  21,331  23,924  20,447  22,473 
 

Credit derivatives:(4)

             
  

Citigroup as the Guarantor

  16,191  5,890  117,127  198,233 
  

Citigroup as the Beneficiary

  134,467  222,461  16,217  5,476 
 

Cash collateral paid/received

  55,356  63,866  51,227  65,010 
          

Total

 $826,225 $1,172,652 $809,015 $1,163,290 
          
 

Less: Netting agreements and market value adjustments

  (753,067) (1,057,363) (745,467) (1,046,505)
          

Net receivables/payables

 $73,158 $115,289 $63,548 $116,785 
          

Non-trading derivatives

             
 

Interest rate contracts

 $7,847 $14,755 $7,019 $7,742 
 

Foreign exchange contracts

  3,398  2,408  4,006  3,746 
 

Credit Derivatives

  370       
          

Total

 $11,615 $17,163 $11,025 $11,488 
          

(1)
Includes the notional amounts for long and short derivative positions. The notional amounts are presented based on the derivatives classification on the Consolidated Balance Sheet.

(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/ASC 815).

(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:

    Liquidity adjustments are applied to items in Levelsum 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 or Level 3 of the fair-value hierarchy (see Note 17 to the Consolidated Financial Statements) 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.

    Credit valuation adjustments (CVA) are applied to over-the-counter derivative instruments, in which the base valuation generally discounts expected cash flows using LIBOR interest rate curves. Because not all counterparties have the same credit riskCapital elements, such as that implied by the relevant LIBOR curve, a CVA is necessary to incorporate the market view of both counterparty credit risk and the Company's own credit risk in the valuation.

        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 (ASC 820-10). 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 adjusted in future periods inlosses. Both measures of capital adequacy are stated as a percentage of risk-weighted assets.

        In 2009, the eventU.S. banking regulators developed a new measure of changes incapital termed "Tier 1 Common," which is 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,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 current 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 have moved in tandemregulatory capital ratios as of June 30, 2010 and December 31, 2009, respectively.


Table of Contents

Citigroup Regulatory Capital Ratios

 
 Jun. 30,
2010
 Dec. 31,
2009
 

Tier 1 Common

  9.71% 9.60%

Tier 1 Capital

  11.99  11.67 

Total Capital (Tier 1 Capital + Tier 2 Capital)

  15.59  15.25 

Leverage

  6.31  6.87 
      

        As noted in the table above, Citigroup was "well capitalized" under the federal bank regulatory agency definitions as of June 30, 2010 and December 31, 2009.

Components of Capital Under Regulatory Guidelines

In millions of dollars June 30,
2010
 December 31,
2009
 

Tier 1 Common

       

Citigroup common stockholders' equity

 $154,494 $152,388 

Less: Net unrealized losses on securities available-for-sale, net of tax(1)

  (2,259) (4,347)

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

  (3,184) (3,182)

Less: Pension liability adjustment, net of tax(2)

  (3,465) (3,461)

Less: Cumulative effect included in fair value of financial liabilities attributable to the change in own credit worthiness, net of tax(3)

  973  760 

Less: Disallowed deferred tax assets(4)

  31,493  26,044 

Less: Intangible assets:

       
 

Goodwill

  25,213  25,392 
 

Other disallowed intangible assets

  5,393  5,899 

Other

  (776) (788)
      

Total Tier 1 Common

 $99,554 $104,495 
      

Qualifying perpetual preferred stock

 $312 $312 

Qualifying mandatorily redeemable securities of subsidiary trusts

  20,091  19,217 

Qualifying noncontrolling interests

  1,077  1,135 

Other

  1,875  1,875 
      

Total Tier 1 Capital

 $122,909 $127,034 
      

Tier 2 Capital

       

Allowance for credit losses(5)

 $13,275 $13,934 

Qualifying subordinated debt(6)

  22,825  24,242 

Net unrealized pretax gains on available-for-sale equity securities(1)

  743  773 
      

Total Tier 2 Capital

 $36,843 $38,949 
      

Total Capital (Tier 1 Capital and Tier 2 Capital)

 $159,752 $165,983 
      

Risk-weighted assets(7)

 $1,024,929 $1,088,526 
      

(1)
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 general counterpartyreadily 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.

(2)
The Federal Reserve Board granted interim capital relief for the impact of ASC 715-20,Compensation—Retirement Benefits—Defined Benefits Plans (formerly SFAS 158).

(3)
The impact of including Citigroup's own credit spreads, thus providing offsetting CVAs affecting revenue. However,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.

(4)
Of Citi's approximately $49.9 billion of net deferred tax assets at June 30, 2010, approximately $15.1 billion of such assets were includable without limitation in regulatory capital pursuant to risk-based capital guidelines, while approximately $31.5 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 $3.3 billion of other net deferred tax assets primarily represented approximately $1.2 billion of deferred tax effects of unrealized gains and losses on available-for-sale debt securities and approximately $2.1 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.

(5)
Includable up to 1.25% of risk-weighted assets. Any excess allowance for credit losses is deducted in arriving at risk-weighted assets.

(6)
Includes qualifying subordinated debt in an amount not exceeding 50% of Tier 1 Capital.

(7)
Includes risk-weighted credit equivalent amounts, net of applicable bilateral netting agreements, of $59.8 billion for interest rate, commodity, and equity derivative contracts, foreign exchange contracts, and credit derivatives as of June 30, 2010, compared with $64.5 billion as of December 31, 2009. Market risk equivalent assets included in risk-weighted assets amounted to $63.6 billion at June 30, 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 as of January 1, 2010.

        As described further in Note 1 to the Consolidated Financial Statements, 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 first quarter of 2009,2010.

        The impact on Citigroup's credit spreads widenedcapital 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 increased during the six months ended June 30, 2010 by $2.1 billion to $154.5 billion, and counterparty credit spreads generally narrowed, eachrepresented 8.0% of total assets as of June 30, 2010. Citigroup's common stockholders' equity was $152.4 billion, which positively affected revenues.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 six months 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

  7.1 

Employee benefit plans and other activities

  1.7 

ADIA Upper DECs equity units purchase contract

  1.9 

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

  (0.2)
    

Common stockholders' equity, June 30, 2010

 $154.5 
    

        As of June 30, 2010, $6.7 billion of stock repurchases remained under Citi's authorized repurchase programs. No material repurchases were made in the first six months of 2010, or the year ended December 31, 2009. For so long as the U.S. government holds any Citigroup common stock or trust preferred securities, Citigroup has generally 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.

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 $121.3 billion at June 30, 2010 and $118.2 billion at December 31, 2009.

        The TCE ratio (TCE divided by risk-weighted assets) was 11.8% at June 30, 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 June 30,
2010
 Dec. 31,
2009
 

Total Citigroup stockholders' equity

 $154,806 $152,700 

Less:

       
 

Preferred stock

  312  312 
      

Common equity

 $154,494 $152,388 

Less:

       
 

Goodwill

  25,201  25,392 
 

Intangible assets (other than MSRs)

  7,868  8,714 
 

Goodwill-recorded as assets held for sale in Other assets

  12   
 

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

  54   
 

Related net deferred tax assets

  62  68 
      

Tangible common equity (TCE)

 $121,297 $118,214 
      

Tangible assets

       

GAAP assets

 $1,937,656 $1,856,646 
 

Less:

       
  

Goodwill

  25,201  25,392 
  

Intangible assets (other than MSRs)

  7,868  8,714 
  

Goodwill-recorded as assets held for sale in Other assets

  12   
  

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

  54   
  

Related deferred tax assets

  365  386 

Federal bank regulatory reclassification

    5,746 
      

Tangible assets (TA)

 $1,904,156 $1,827,900 
      

Risk-weighted assets (RWA)

 $1,024,929 $1,088,526 
      

TCE/TA ratio

  6.37% 6.47%
      

TCE/RWA ratio

  11.83% 10.86%
      

Table of Contents

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 current 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.

        At June 30, 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 Jun. 30,
2010
 Dec. 31,
2009
 

Tier 1 Capital

 $101.1 $96.8 

Total Capital (Tier 1 Capital + Tier 2 Capital)

  114.6  110.6 
      

Tier 1 Capital ratio

  14.16% 13.16%

Total Capital ratio

  16.04  15.03 

Leverage ratio(1)

  8.90  8.31 
      

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

        Similar to pending changes to capital standards applicable to Citigroup and its broker-dealer subsidiaries, as discussed below, the capital requirements applicable to Citigroup's subsidiary depository institutions may be subject to change in light of actions currently being considered at both the legislative and regulatory 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 bank subsidiaries during the first six months of 2010.


Table 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 June 30, 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

1.0 bps0.9 bps1.0 bps1.2 bps1.0 bps1.5bps0.5 bps0.3 bps

Citibank, N.A. 

1.4 bps2.0 bps1.4 bps2.2 bps0.9 bps0.8 bps

Broker-Dealer Subsidiaries

        At June 30, 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. (CGMHI), had net capital, computed in accordance with the SEC's net capital rule, of $8.3 billion, which exceeded the minimum requirement by $7.6 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 June 30, 2010.

        Similar to pending changes to capital standards applicable to Citigroup, as discussed under "Regulatory Capital Standards Developments" below, net capital requirements applicable to Citigroup's broker-dealer subsidiaries in the U.S. and other jurisdictions may be subject to change in light of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (Financial Reform Act) and other actions currently being considered at both the legislative and regulatory levels. Citi continues to monitor these developments closely.

Regulatory Capital Standards Developments

        The prospective regulatory capital standards for financial institutions are currently subject to significant debate, rulemaking activity and uncertainty, both in the U.S. as well as internationally. Citi continues to monitor these developments closely.

        Basel II and III.    In late 2005, the Basel Committee on Banking Supervision (Basel Committee) published a new set of risk-based capital standards (Basel II) which would permit banks, including Citigroup, to leverage internal risk models used to measure credit, operational, and market risk exposures to drive regulatory capital calculations. In late 2007, the U.S. banking regulators adopted these standards for large banks, including Citigroup. As adopted, the standards 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, which could result in a need for Citigroup to hold additional regulatory capital. 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 before 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.

        Separate from the Basel II rules for credit and operational risk discussed above, the Basel Committee has proposed revisions to the market risk framework that could also lead to additional capital requirements (Basel III). Although not yet ratified by the Basel Committee or U.S. regulators, the Basel III final rules for capital, leverage and liquidity (Basel III introduces new global standards and ratios for liquidity risk measurement) are currently expected to be published by January 2011, one quarter ahead of Citigroup's earliest date for Basel II implementation for credit and operational risk.

        Financial Reform Act.    In addition to the implementation of Basel II and Basel III, the Financial Reform Act grants new regulatory authority to various U.S. federal regulators, including the Federal Reserve Board and a newly created Financial Stability Oversight Council (Oversight Council), to impose heightened prudential standards on financial institutions such as Citigroup. These standards could include heightened capital, leverage and liquidity standards, as well as requirements for periodic stress tests. The Federal Reserve Board will also have discretion to impose other prudential standards, including contingent capital requirements, and will retain important flexibility to distinguish among bank holding companies such as Citigroup based on their perceived riskiness, complexity, activities, size and other factors.

        In addition, the so-called "Collins Amendment" to the Financial Reform Act will result in new minimum capital requirements for bank holding companies such as Citigroup, and could require Citigroup to replace certain of its outstanding securities that are currently counted towards Citi's Tier 1 Capital requirements, such as trust preferred securities, over a period of time.


Table of Contents


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. Due to various constraints that limit certain Citi subsidiaries' ability to pay dividends or otherwise make funds available (see "Parameters for Intercompany Funding Transfers" below), Citigroup's primary objectives for funding and liquidity management are established by entity and in aggregate across: (i) the parent holding company/broker dealer subsidiaries; and (ii) bank subsidiaries.

        Currently, Citigroup's primary sources of funding include deposits, long-term debt and long-term collateralized financing, and equity, including preferred, trust preferred securities and common stock. This funding is supplemented by modest amounts of short-term borrowings.

        Citi views its deposit base as its most stable and lowest cost funding source. Citi has focused on maintaining a geographically diverse retail and corporate deposit base that stood at approximately $814 billion as of June 30, 2010, as compared with $828 billion at March 31, 2010 and $836 billion at December 31, 2009. The sequential decline in deposits primarily resulted from FX translation. Excluding FX translation, Citigroup deposits at June 30, 2010 remained flat as compared with the first quarter of 2010. As stated above, Citigroup's deposits are diversified across products and regions, with approximately 63% outside of the U.S.

        At June 30, 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
 Other
Non-bank
 Bank Total
Citigroup(1)
 

Long-term debt(2)

 $189.1 $75.7 $148.5(3)$413.3 

Commercial paper

    11.2  25.2  36.4 

(1)
Includes $101.0 billion of long-term debt and $25.2 billion of commercial paper related to VIEs consolidated effective January 1, 2010 with the adoption of SFAS 166/167.

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

(3)
At June 30, 2010, approximately $18.6 billion relates to collateralized advances from the Federal Home Loan Bank.

        The $36.4 billion of commercial paper outstanding as of June 30, 2010 reflects the consolidation of VIEs pursuant to the adoption of SFAS 166/167 effective January 1, 2010; the $10.2 billion at December 31, 2009 was pre-adoption. The VIE consolidation led to an increase in bank subsidiary commercial paper, while non-bank subsidiarycommercial paper remained at recent levels.

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

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

Debt issued under TLGP guarantee

 $17.0 $10.0 $10.0 $ $ 

Debt issued without TLGP guarantee:

                
 

Citigroup parent company/CFI

  7.4  12.6  4.0(3) 1.3  5.0(3)
 

Other Citigroup subsidiaries

  10.1(1) 7.9(2) 5.8(4) 3.7(5) 0.1 
            

Total(6)

 $34.5 $30.5 $19.8 $5.0 $5.1 
            

(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 and other local country debt.

(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 and other local country debt.

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

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

(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 and other local country debt.

(6)
The table excludes the effect of trust preferred issuances, including $27.1 billion in 3Q09 and $2.3 billion in 2Q10.

        See Note 12 to the Consolidated Financial Statements for further detail on Citigroup's and its affiliates' long-term debt and commercial paper outstanding.

        Structural liquidity, defined as the sum of deposits, long-term debt and stockholders' equity as a percentage of total assets, was 71% at June 30, 2010, unchanged as compared with March 31, 2010 and compared with 67% at June 30, 2009.

        In addition, 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 June 30, 2010, the combined Citigroup, the parent holding company, and CGMHI, as well as the aggregate bank subsidiaries had an excess of cash capital. In addition, as of June 30, 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.


Table of Contents

Aggregate Liquidity Resources

 
 Parent & Broker Dealer Significant Bank Entities Total 
In billions of dollars Jun. 30,
2010
 Mar. 31,
2010
 Jun. 30,
2009
 Jun. 30,
2010
 Mar. 31,
2010
 Jun. 30,
2009
 Jun. 30,
2010
 Mar. 31,
2010
 Jun. 30,
2009
 

Cash at major central banks

 $24.7 $9.5 $22.5 $86.0 $108.9 $110.0 $110.7 $118.4 $132.5 

Unencumbered Liquid Securities

  56.8  72.8  42.5  143.4  128.7  53.3  200.2  201.5  95.8 
                    

Total

 $81.5 $82.3 $65.0 $229.4 $237.6 $163.3 $310.9 $319.9 $228.3 
                    

        As noted in the table above, Citigroup's aggregate liquidity resources totaled $310.9 billion as of June 30, 2010, compared with $319.9 billion at March 31, 2010 and $228.3 billion at June 30, 2009. Excluding the impact of FX translation, the level of liquidity resources at June 30, 2010 was essentially flat to the prior quarter. These amounts are as of quarter-end, and may increase or decrease intra-quarter and intra-day in the ordinary course of business.

        As of June 30, 2010, Citigroup's and its affiliates' liquidity portfolio and broker-dealer "cash box" totaled $81.5 billion, compared with $82.3 billion at March 31, 2010 and $65.0 billion at June 30, 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. Citigroup's bank subsidiaries had an aggregate of approximately $86 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 $108.9 billion at March 31, 2010 and $110.0 billion at June 30, 2009. These amounts are in addition to cash deposited from the broker-dealer "cash box" noted above.

        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 $143.4 billion at June 30, 2010, compared with $128.7 billion at March 31, 2010 and $53.3 billion at June 30, 2009. Significant amounts of cash and liquid securities are also available in other Citigroup entities.

        In addition to the highly liquid securities listed above, Citigroup's bank subsidiaries also maintain additional unencumbered securities and loans which are currently pledged to the U.S. Federal Home Loan Banks and U.S. Federal Reserve Banks.

        Further, Citigroup, as the parent holding company, can transfer funding, subject to certain legal restrictions, to other affiliated entities, including its bank subsidiaries. Citi's non-bank subsidiaries, such as its broker-dealer subsidiaries, can also transfer excess liquidity to the parent holding company through termination of intercompany borrowings, and to the parent holding company and other affiliates, including Citi's bank subsidiaries. In addition, Citigroup's bank subsidiaries, including Citibank, N.A., can lend to Citigroup's non-bank subsidiaries in accordance with Section 23A of the Federal Reserve Act. As of June 30, 2010, the amount available for lending under Section 23A was approximately $26 billion, provided the funds are collateralized appropriately.

Funding Outlook

        Based on the current status of Citi's aggregate liquidity resources discussed above, as well as Citi's continued deleveraging, stability in its deposit base to date, and its increased structural liquidity over the prior two years, Citi currently expects to refinance only a portion of its long-term debt maturing in 2010. In addition, Citi does not currently expect to refinance its TLGP debt as it matures (as set forth in note 2 of the long-term debt above). However, as part of its efforts to maintain and solidify its structural liquidity, as well as extend the duration of liabilities supporting its businesses, for the full year of 2010, Citi currently expects to issue approximately $18 billion to $21 billion in long-term debt (excluding local country debt) an amount that is $3 billion to $6 billion higher than previously-stated estimates. This $18 billion to $21 billion of expected issuance is less than the $35 billion of expected maturities during the year (excluding local country debt). Citi continues to review its funding and liquidity needs and may adjust its expected issuances for the remainder of 2010 due to market conditions or regulatory requirements, among other factors.


Table of Contents

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 CVAsratings for Citigroup Funding Inc. are the same as those of Citigroup.

Citigroup's Debt Ratings as of June 30, 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 (S&P)

AA-1AA-1A+A-1

        The credit rating agencies included in the chart above have each indicated that they are evaluating the impact of the Financial Reform Act on the rating support assumptions currently included in their methodologies as related to large bank holding companies. These evaluations are generally as a result of agencies' belief that the Financial Reform Act increases the uncertainty regarding the U.S. government's willingness to provide extraordinary support to such companies. Consistent with such belief and to bring Citi in line with other large banks, S&P and Moody's revised their outlooks on Citigroup's supported ratings from stable to negative in February and July of 2010, respectively. The credit rating agencies have generally indicated that their evaluations of the impact of the Financial Reform Act could take anywhere from several months to two years. The ultimate timing of the completion of the evaluations, as well as the outcomes, is uncertain.

        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 June 30, 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 result in the assumed loss of unsecured commercial paper ($10.6 billion) and tender option bonds funding ($1.9 billion) as well as derivative instrumentstriggers and additional margin requirements ($1.0 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 $83.6 billion as of June 30, 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 $1.6 billion in funding requirement in the form of cash obligations and collateral.

        Further, as of June 30, 2010, a one-notch downgrade of the senior debt/long-term ratings of Citibank, N.A. could result in an approximate $3.6 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 $229 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. The adoption of SFAS 166/167, effective on January 1, 2010, caused certain SPEs, including credit card receivables securitization trusts and asset-backed commercial paper conduits, to be consolidated in Citi's Financial Statements. 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 second quarter of 2010, Citigroup's aggregate loan portfolio decreased by $29.6 billion to $692.2 billion. Citi's total allowance for loan losses totaled $46.2 billion at June 30, 2010, a coverage ratio of 6.72% of total loans, down from 6.80% at March 31, 2010 and up from 5.60% in the second quarter of 2009.

        During the second quarter of 2010, Citigroup recorded a net release of $1.5 billion to its credit reserves and allowance for unfunded lending commitments, compared to a $3.9 billion build in the second quarter of 2009. The release consisted of a net release of $683 million for corporate loans ($253 million release inICG and approximately $400 million release inSAP), and a net release of $827 million for consumer loans, mainly for Retail Partner Cards in Citi Holdings,LATAM RCB andAsia RCB (mainly a $412 million release inRCB and a $421 million release inLCL). Despite the reserve release for consumer loans, the coincident months of coverage of the consumer portfolio increased from 15.5 to 15.9 months, significantly higher than the year-ago level of 12.7 months.

        Net credit losses of $8.0 billion during the second quarter of 2010 decreased $3.5 billion from year-ago levels (on a managed basis). The decrease consisted of a net decrease of $2.2 billion for consumer loans (mainly a $1.9 billion decrease inLCL and a $321 million decrease inRCB) and a decrease of $1.3 billion for corporate loans ($1.2 billion decrease inSAP and a $126 million decrease inICG).

        Consumer non-accrual loans (which excludes credit card receivables) totaled $13.8 billion at June 30, 2010, compared to $15.6 billion at March 31, 2010 and $15.8 billion at June 30, 2009. The consumer loan 90 days or more delinquency rate was 3.67% at June 30, 2010, compared to 4.01% at March 31, 2010 and 3.68% a year ago. The 30 to 89 days past due consumer loan delinquency rate was 3.06% at June 30, 2010, compared to 3.19% at March 31, 2010 and 3.41% a year ago. During the second quarter of 2010, both early- and later-stage delinquencies declined across most of the consumer loan portfolios, driven by improvement in North America mortgages. Delinquencies declined in first mortgages, entirely as a result of asset sales and loans moving from the trial period under the U.S. Treasury's Home Affordable Modification Program (HAMP) to permanent modification.

        Corporate non-accrual loans were $11.0 billion at June 30, 2010, compared to $12.9 billion at March 31, 2010 and $12.5 billion a year ago. The decrease from the prior quarter was mainly due to loan sales, write-offs and paydowns, which were partially offset by increases due to weakening of certain borrowers.

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


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Loans Outstanding

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

Consumer loans

                

In U.S. offices

                
 

Mortgage and real estate(1)

 $171,102 $180,334 $183,842 $191,748 $197,358 
 

Installment, revolving credit, and other

  61,867  69,111  58,099  57,820  61,645 
 

Cards

  125,337  127,818  28,951  36,039  33,750 
 

Commercial and industrial

  5,540  5,386  5,640  5,848  6,016 
 

Lease financing

  6  7  11  15  16 
            

 $363,852 $382,656 $276,543 $291,470 $298,785 
            

In offices outside the U.S.

                
 

Mortgage and real estate (1)

 $47,921 $49,421 $47,297 $47,568 $45,986 
 

Installment, revolving credit, and other

  38,115  44,541  42,805  45,004  45,556 
 

Cards

  37,510  38,191  41,493  41,443  42,262 
 

Commercial and industrial

  16,420  14,828  14,780  14,858  13,858 
 

Lease financing

  677  771  331  345  339 
            

 $140,643 $147,752 $146,706 $149,218 $148,001 
            

Total consumer loans

 $504,495 $530,408 $423,249 $440,688 $446,786 

Unearned income

  951  1,061  808  803  866 
            

Consumer loans, net of unearned income

 $505,446 $531,469 $424,057 $441,491 $447,652 
            

Corporate loans

                

In U.S. offices

                
 

Commercial and industrial

 $11,656 $15,558 $15,614 $19,692 $26,125 
 

Loans to financial institutions

  31,450  31,279  6,947  7,666  8,181 
 

Mortgage and real estate (1)

  22,453  21,283  22,560  23,221  23,862 
 

Installment, revolving credit, and other

  14,812  15,792  17,737  17,734  19,856 
 

Lease financing

  1,244  1,239  1,297  1,275  1,284 
            

 $81,615 $85,151 $64,155 $69,588 $79,308 
            

In offices outside the U.S.

                
 

Commercial and industrial

 $65,615 $64,903 $68,467 $73,564 $78,512 
 

Installment, revolving credit, and other

  11,174  10,956  9,683  10,949  11,638 
 

Mortgage and real estate (1)

  7,301  9,771  9,779  12,023  11,887 
 

Loans to financial institutions

  20,646  19,003  15,113  16,906  15,856 
 

Lease financing

  582  663  1,295  1,462  1,560 
 

Governments and official institutions

  1,046  1,324  1,229  826  713 
            

 $106,364 $106,620 $105,566 $115,730 $120,166 
            

Total corporate loans

 $187,979 $191,771 $169,721 $185,318 $199,474 

Unearned income

  (1,259) (1,436) (2,274) (4,598) (5,436)
            

Corporate loans, net of unearned income

 $186,720 $190,335 $167,447 $180,720 $194,038 
            

Total loans—net of unearned income

 $692,166 $721,804 $591,504 $622,211 $641,690 

Allowance for loan losses—on drawn exposures

  (46,197) (48,746) (36,033) (36,416) (35,940)
            

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

 $645,969 $673,058 $555,471 $585,795 $605,750 

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

  6.72% 6.80% 6.09% 5.85% 5.60%
            

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

  7.87% 7.84% 6.70% 6.44% 6.25%
            

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

  3.59% 3.90% 4.56% 4.42% 4.11%
            

(1)
Loans secured primarily by real estate.

(2)
The first and second quarters of 2010 exclude loans which are carried at fair value.

        Certain lending products included in the loan table above have terms that 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, Citi does not believe these products are material to its financial position and results and are closely managed via credit controls that mitigate the additional inherent risk.

Impaired Loans

        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 impaired loans are estimated considering all available evidence including, as appropriate, the present value


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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. Consumer impaired loans exclude smaller-balance homogeneous loans that 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. As of June 30, 2010, loans included in those short-term programs amounted to $7 billion.

        The following table presents information about impaired loans:

In millions of dollars at year end June 30,
2010
 December 31,
2009
 

Non-accrual corporate loans

       
 

Commercial and industrial

 $6,565 $6,347 
 

Loans to financial institutions

  478  1,794 
 

Mortgage and real estate

  2,568  4,051 
 

Lease financing

  58   
 

Other

  1,367  1,287 
      
 

Total non-accrual corporate loans

 $11,036 $13,479 
      

Impaired consumer loans(1)

       
 

Mortgage and real estate

 $16,094 $10,629 
 

Installment and other

  4,440  3,853 
 

Cards

  5,028  2,453 
      
 

Total impaired consumer loans

 $25,562 $16,935 
      

Total(2)

 $36,598 $30,414 
      

Non-accrual corporate loans with valuation allowances

 $7,035 $8,578 

Impaired consumer loans with valuation allowances

  25,143  16,453 
      

Non-accrual corporate valuation allowance

 $2,355 $2,480 

Impaired consumer valuation allowance

  7,540  4,977 
      

Total valuation allowances (3)

 $9,895 $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 $24.7 billion and $15.9 billion at June 30, 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 $26.6 billion and $18.1 billion at June 30, 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 the adoption of SFAS 166/167 in 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:

    Unsecured installment loans are charged off at 120 days past due.

    Unsecured revolving loans and credit card loans are charged off at 180 days contractually past due.

    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.

    Real estate-secured loans are written down to the estimated value of the property, less costs to sell, at 180 days contractually past due.

    Non-bank loans secured by real estate are written down to the estimated value of the property, less costs to sell, at the earlier of the receipt of title or 12 months in foreclosure (a process that must commence when payments are 120 days contractually past due).

    Non-bank auto loans are written down to the estimated value of the collateral, less costs to sell, at repossession or, if repossession is not pursued, no later than 180 days contractually past due.

    Non-bank unsecured personal loans are charged off when the loan is 180 days contractually past due if there have been no payments within the last six months, but in no event can these loans exceed 360 days contractually past due.

    Unsecured loans in bankruptcy are charged off within 60 days of notification of filing by the bankruptcy court or within the contractual write-off periods, whichever occurs earlier.

    Real estate-secured loans in bankruptcy are written down to the estimated value of the property, less costs to sell, at the later of 60 days after notification or 60 days contractually past due.

    Non-bank unsecured personal loans in bankruptcy are charged off when they are 30 days contractually past due.

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, based on actual experience and a forward-looking assessment of the collectability of the loan in full, 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 loan losses inherent in the overall portfolio. Additions to the allowance are made through the provision for loan losses. Loan 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 (discussed further below) 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.

        For both the asset-specific and the statistically-based components of the allowance for loan losses, management may incorporate guarantor support. The financial wherewithal of the guarantor is evaluated, as applicable, based on net worth, cash flow statements and personal or company financial statements which are updated and reviewed at least annually. Typically, a guarantee arrangement is used to facilitate cooperation in a restructuring situation. A guarantor's reputation and willingness to work with Citigroup is evaluated based on the historical experience with the guarantor and the knowledge of the marketplace. In the rare event that the guarantor is unwilling or unable to perform or facilitate borrower cooperation, Citi pursues a legal remedy. If Citi does not pursue a legal remedy, it is because Citi does not believe the guarantor has the financial wherewithal to perform regardless of legal action, or because there are legal limitations on simultaneously pursuing guarantors and foreclosure. A guarantor's reputation does not typically impact our decision or ability to seek performance under guarantee.

        In cases where a guarantee is a factor in the assessment of loan losses, it is typically included via adjustment to the loan's internal risk rating, which in turn is the basis for the adjustment to the statistically-based component of the allowance for loan losses. To date, it is only in rare circumstances that an impaired commercial or CRE loan is carried at a value in excess of the appraised value due to a guarantee.

        When Citi's monitoring of the loan indicates that the guarantor's wherewithal to pay is uncertain or has deteriorated, there is either no change in the risk rating, because the guarantor's credit support was never initially factored in, or the risk rating is adjusted to reflect that uncertainty or deterioration. Accordingly, a guarantor's ultimate failure to perform or a lack of legal enforcement of the guarantee does not materially impact the allowance for loan losses, as there is typically no further significant adjustment of the loan's risk rating at that time.

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.

        Loans included in the U.S. Treasury's Home Affordable Modification Program (HAMP) trial period are not classified as modified under short-term or long-term programs, and the allowance for loan losses for these loans is calculated under ASC 450-20. The allowance calculation for HAMP trial loans uses default rates that assume that the borrower will not successfully complete the trial period and receive a permanent modification. As of June 30, 2010, of the loans in which the trial period has ended, 37% of the loan balances were successfully modified under HAMP, 12% were modified under the Citi Supplemental program, 6% received HAMP Re-age, (each as described under Consumer Loan Modification Programs) and 45% did not receive any modification from Citi to date.


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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:

    Estimated probable losses for non-performing, non-homogeneous exposures within a business line's classifiably managed portfolio and impaired smaller-balance homogeneous loans whose terms have been modified due to the borrowers' financial difficulties, and it was determined that a concession was granted to the borrower.Consideration may be given to the following, as appropriate, when determining this estimate: (i) the present value of expected future cash flows discounted at the loan's original effective rate; (ii) the borrower's overall financial condition, resources and payment record; and (iii) the prospects for support from financially responsible guarantors or the realizable value of any collateral. When impairment is measured based on the present value of expected future cash flows, the entire change in present value is recorded in the Provision for loan losses.

    Statistically calculated losses inherent in the classifiably managed portfolio for performing and de minimis non-performing exposures. The calculation is based upon: (i) Citigroup's internal system of credit-risk ratings, which are analogous to the risk ratings of the major rating agencies; and (ii) historical default and loss data, including rating-agency information regarding default rates from 1983 to 2009, and internal data dating to the early 1970s on severity of losses in the event of default.

    Additional adjustments include:  (i) statistically calculated estimates to cover the historical fluctuation of the default rates over the credit cycle, the historical variability of loss severity among defaulted loans, and the degree to which there are large obligor concentrations in the global portfolio; and (ii) adjustments made for specifically known items, such as current environmental factors and credit trends.

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

Allowance for loan losses at beginning of period

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

Provision for loan losses

                
  

Consumer

 $6,672 $8,244 $7,077 $7,321 $10,010 
  

Corporate

  (149) 122  764  1,450  2,223 
            

 $6,523 $8,366 $7,841 $8,771 $12,233 
            

Gross credit losses

                

Consumer

                
 

In U.S. offices

 $6,494 $6,942 $4,360 $4,459 $4,694 
 

In offices outside the U.S. 

  1,774  1,797  2,187  2,406  2,305 

Corporate

                
 

In U.S. offices

  563  404  478  1,101  1,216 
 

In offices outside the U.S. 

  290  155  877  483  558 
            

 $9,121 $9,298 $7,902 $8,449 $8,773 
            

Credit recoveries

                

Consumer

                
 

In U.S. offices

 $460 $419 $160 $149 $131 
 

In offices outside the U.S. 

  318  300  327  288  261 

Corporate

                
 

In U.S. offices

  307  177  246  30  4 
 

In offices outside the U.S. 

  74  18  34  13  22 
            

 $1,159 $914 $767 $480 $418 
            

Net credit losses

                
 

In U.S. offices

 $6,290 $6,750 $4,432 $5,381 $5,775 
 

In offices outside the U.S. 

  1,672  1,634  2,703  2,588  2,580 
            

Total

 $7,962 $8,384 $7,135 $7,969 $8,355 
            

Other—net(1)(2)(3)(4)(5)

 $(1,110)$12,731 $(1,089)$(326)$359 
            

Allowance for loan losses at end of period(6)

 $46,197 $48,746 $36,033 $36,416 $35,940 
            

Allowance for loan losses as a % of total loans

  6.72% 6.80% 6.09% 5.85% 5.60%

Allowance for unfunded lending commitments(7)

 $1,054 $1,122 $1,157 $1,074 $1,082 
            

Total allowance for loan losses and unfunded lending commitments

 $47,251 $49,868 $37,190 $37,490 $37,022 
            

Net consumer credit losses

 $7,490 $8,020 $6,060 $6,428 $6,607 

As a percentage of average consumer loans

  5.75% 6.04% 5.43% 5.66% 5.88%
            

Net corporate credit losses

 $472 $364 $1,075 $1,541 $1,748 

As a percentage of average corporate loans

  0.25% 0.19% 0.61% 0.82% 0.89%
            

Allowance for loan losses at end of period(8)

                
 

Citicorp

 $17,524 $18,503 $10,731 $10,956 $10,676 
 

Citi Holdings

  28,673  30,243  25,302  25,460  25,264 
            
   

Total Citigroup

 $46,197 $48,746 $36,033 $36,416 $35,940 
            

Allowance by type

                
 

Consumer(9)

 $39,578 $41,422 $28,397 $28,420 $27,969 
 

Corporate

  6,619  7,324  7,636  7,996  7,971 
            
   

Total Citigroup

 $46,197 $48,746 $36,033 $36,416 $35,940 
            

(1)
The second quarter of 2010 includes a reduction of approximately $230 million related to the transfers to held-for-sale of the Canada Cards portfolio and an Auto portfolio. Additionally, the 2010 second quarter includes a reduction of approximately $480 million related to the sale or transfers to held-for-sale of U.S. real estate lending loans.

(2)
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 (see discussion on page 3 and in Note 1 to the Consolidated Financial Statements) 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.

(3)
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.

(4)
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.

(5)
The second quarter of 2009 primarily includes increases to the credit loss reserves, 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 $7,320 million, $6,926 million, $4,819 million, $4,587 million and $3,810 million as of June 30, 2010, March 31, 2010, December 31, 2009, September 30, 2009 and June 30, 2009, respectively.

(7)
Represents additional credit loss reserves for unfunded corporate lending commitments and 2008: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 TDRs. 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 second quarter of 2010 consumer loan loss reserve is $20.6 billion related to Citi's global credit card portfolio. See discussion on page 3 and in Note 1 to the Consolidated Financial Statements.

 
 Credit valuation
adjustment gain
(loss)
 
In millions of dollars 2009 2008 

Non-monoline counterparties

 $4,381 $405 

Citigroup (own)

  (2,980) (299)
      

Net non-monoline CVA

 $1,401 $106 

Monoline counterparties

  157  (2,428)
      

Total CVA—derivative instruments

 $1,558 $(2,322)
      

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Non-Accrual Assets

        The table below summarizes pretax gains (losses)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 2nd Qtr.
2010
 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 

Citicorp

 $4,510 $5,024 $5,353 $5,507 $5,395 

Citi Holdings

  20,302  23,544  26,387  27,177  22,851 
            
 

Total non-accrual loans (NAL)

 $24,812 $28,568 $31,740 $32,684 $28,246 
            

Corporate NAL(1)

                

North America

 $4,411 $5,660 $5,621 $5,263 $3,499 

EMEA

  5,508  5,834  6,308  7,969  7,690 

Latin America

  570  608  569  416  230 

Asia

  547  830  981  1,061  1,056 
            

 $11,036 $12,932 $13,479 $14,709 $12,475 
            
 

Citicorp

 $2,573 $2,975 $3,238 $3,300 $3,159 
 

Citi Holdings

  8,463  9,957  10,241  11,409  9,316 
            

 $11,036 $12,932 $13,479 $14,709 $12,475 
            

Consumer NAL(1)

                

North America

 $11,289 $12,966 $15,111 $14,609 $12,154 

EMEA

  690  790  1,159  1,314  1,356 

Latin America

  1,218  1,246  1,340  1,342  1,520 

Asia

  579  634  651  710  741 
            

 $13,776 $15,636 $18,261 $17,975 $15,771 
            
 

Citicorp

 $1,937 $2,049 $2,115 $2,207 $2,236 
 

Citi Holdings

  11,839  13,587  16,146  15,768  13,535 
            

 $13,776 $15,636 $18,261 $17,975 $15,771 
            

(1)
Excludes purchased distressed loans as they are generally accreting interest until write-off. The carrying value of these loans was $672 million at June 30, 2010, $804 million at March 31, 2010, $920 million at December 31, 2009, $1.267 billion at September 30, 2009 and $1.509 billion at June 30, 2009.

Table of Contents

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

Citicorp

 $870 $881 $874 $284 $291 

Citi Holdings

  790  632  615  585  664 

Corporate/Other

  13  8  11  15  14 
            
 

Total OREO

 $1,673 $1,521 $1,500 $884 $969 
            

North America

 $1,428 $1,291 $1,294 $682 $789 

EMEA

  146  134  121  105  97 

Latin America

  43  51  45  40  29 

Asia

  56  45  40  57  54 
            

 $1,673 $1,521 $1,500 $884 $969 
            

Other repossessed assets(1)

 $55 $64 $73 $76 $72 
            

(1)
Primarily transportation equipment, carried at lower of cost or fair value, less costs to sell.

Non-accrual assets (NAA)—Total Citigroup 2nd Qtr.
2010
 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 

Corporate NAL

 $11,036 $12,932 $13,479 $14,709 $12,475 

Consumer NAL

  13,776  15,636  18,261  17,975  15,771 
            
 

NAL

 $24,812 $28,568 $31,740 $32,684 $28,246 
            

OREO

 $1,673 $1,521 $1,500 $884 $969 

Other repossessed assets

  55  64  73  76  72 
            
 

NAA

 $26,540 $30,153 $33,313 $33,644 $29,287 
            

NAL as a percentage of total loans

  3.58% 3.96% 5.37% 5.25% 4.40%

NAA as a percentage of total assets

  1.37% 1.51% 1.79% 1.78% 1.58%

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

  186% 171% 114% 111% 127%
            


NAA—Total Citicorp 2nd Qtr.
2010
 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 

NAL

 $4,510 $5,024 $5,353 $5,507 $5,395 

OREO

  870  881  874  284  291 

Other repossessed assets

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

Non-accrual assets (NAA)

 $5,380 $5,905 $6,227 $5,791 $5,686 
            

NAA as a percentage of total assets

  0.44% 0.48% 0.55% 0.54% 0.54%

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

  389% 368% 200% 199% 198%
            

NAA—Total Citi Holdings

                

NAL

 $20,302 $23,544 $26,387 $27,177 $22,851 

OREO

  790  632  615  585  664 

Other repossessed assets

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

NAA

 $21,092 $24,176 $27,002 $27,762 $23,515 
            

NAA as a percentage of total assets

  4.54% 4.81% 5.54% 4.99% 4.04%

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

  141% 128% 96% 94% 111%
            

(1)
The allowance for loan losses includes the allowance for credit card ($20.6 billion at June 30, 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.


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Renegotiated Loans

        The following table presents loans which were modified in a troubled debt restructuring.

In millions of dollars June 30,
2010
 December 31,
2009
 

Corporate renegotiated loans(1)

       

In U.S. offices

       
 

Commercial and industrial

 $254 $203 
 

Mortgage and real estate

  169   
 

Other

  143   
      

 $566 $203 
      

In offices outside the U.S.

       
 

Commercial and industrial

 $192 $145 
 

Mortgage and real estate

  7  2 
 

Other

     
      

 $199 $147 
      

Total corporate renegotiated loans

 $765 $350 
      

Consumer renegotiated loans(2)(3)(4)(5)

       

In U.S. offices

       
 

Mortgage and real estate

 $16,582 $11,165 
 

Cards

  4,044  992 
 

Installment and other

  2,180  2,689 
      

 $22,806 $14,846 
      

In offices outside the U.S.

       
 

Mortgage and real estate

 $734 $415 
 

Cards

  985  1,461 
 

Installment and other

  2,189  1,401 
      

  3,908  3,277 
      

Total consumer renegotiated loans

 $26,714 $18,123 
      

(1)
Includes $476 million and $317 million of non-accrual loans included in the non-accrual assets table above, at June 30, 2010 and December 31, 2009, respectively.

(2)
Includes $2,257 million and $2,000 million of non-accrual loans included in the non-accrual assets table above, at June 30, 2010 and December 31, 2009, respectively.

(3)
Includes $27 million of commercial real estate loans at June 30, 2010.

(4)
Includes $92 million and $16 million of commercial loans at June 30, 2010 and December 31, 2009, respectively.

(5)
Smaller balance homogeneous loans were derived from Citi's risk management systems.

Representations and Warranties

        When selling a loan, Citi makes various representations and warranties relating to, among other things, the following:

    Citi's ownership of the loan;

    the validity of the lien securing the loan;

    the absence of delinquent taxes or liens against the property securing the loan;

    the effectiveness of title insurance on the property securing the loan;

    the process used in selecting the loans for inclusion in a transaction;

    the loan's compliance with any applicable loan criteria established by the buyer; and

    the loan's compliance with applicable local, state and federal laws.

        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-rating agency requirements may also affect representations and warranties and the other provisions Citi may agree to in loan sales.

        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 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 investors for their losses.

        For the three and six months ended June 30, 2010, almost half of Citi's repurchases and make-whole payments were attributable to misrepresentation of facts by either the borrower or a third party (e.g., income, employment, debts, FICO, etc.), up from approximately a quarter for the respective periods in 2009. In addition, for the three and six months ended June 30, 2010, approximately 20% of Citi's repurchases and make-whole payments related to changesappraisal issues (e.g., an error or misrepresentation of value), up from approximately 9% for the respective 2009 periods. The third largest category of repurchases and make-whole payments in CVAs2010, to date, related to program requirements (e.g., a loan that does not meet investor guidelines such as contractual interest rate), which was the second largest category in the first half of 2009. There is not a meaningful difference in incurred or estimated loss for each type of defect.

        In the case of a repurchase, Citi will bear any subsequent credit loss on derivative instrumentsthe mortgage loan and 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). To date, these repurchases have not had a material impact on Citi's non-performing loan statistics because credit-impaired purchased SOP 03-3 loans are not included in non-accrual loans.

        As evidenced by the tables below, to date, Citigroup's repurchases have primarily been from the government sponsored entities (GSEs).

        The unpaid principal balance of repurchased loans for representation and warranty claims for the three months ended June 30, 2010 and June 30, 2009 was as follows:

 
 Three months ended June 30, 
 
 2010 2009 
In millions of dollars Unpaid Principal
Balance
 Unpaid Principal
Balance
 

GSEs

 $63 $83 

Private investors

  8  4 
      

Total

 $71 $87 
      

        The unpaid principal balance of repurchased loans for representation and warranty claims for the six months ended June 30, 2010 and June 30, 2009 was as follows:

 
 Six months ended June 30, 
 
 2010 2009 
In millions of dollars Unpaid Principal
Balance
 Unpaid Principal
Balance
 

GSEs

 $150 $156 

Private investors

  12  10 
      

Total

 $162 $166 
      

Table of Contents

        In addition, Citi recorded make-whole payments of $43 million and $17 million for the three months ended June 30, 2010 and June 30, 2009, respectively, and $66 million and $24 million for the six months ended June 30, 2010 and June 30, 2009, respectively.

        Citi has recorded a reserve for its exposure to losses from the obligation to repurchase previously sold loans (repurchase reserve) that is included inOther liabilities in the Consolidated Balance Sheet. The repurchase reserve is net of reimbursements estimated to be received by Citi for indemnification agreements relating to previous acquisitions of mortgage servicing rights. 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. Make-whole payments to the investor are also treated as utilizations and charged directly against the reserve. The repurchase reserve is estimated when Citi sells loans (recorded as an adjustment to the gain on sale, which is included inOther revenue in the Consolidated Statement of Income) and is updated quarterly. Any change in estimate is recorded inOther revenue in the Consolidated Statement of Income.

        The repurchase reserve is calculated separately by sales vintage (i.e., the year the loans were sold) based on various assumptions. While substantially all of Citi's current loan sales are with GSEs, with which Citi has considerable historical experience, these assumptions contain a level of uncertainty and risk that, if different from actual results, could have a material impact on the reserve amounts. The most significant assumptions used to calculate the reserve levels are as follows:

    Loan documentation requests: Assumptions regarding future expected loan documentation requests exist as a means to predict future repurchase demand trends. This assumption is based on recent historical trends as well as anecdotal evidence and general industry knowledge around the current repurchase environment. For example, Citi has observed an increase in the level of staffing and focus by the GSEs to "put" more loans back to servicers. These factors are considered in the forecast of expected future repurchase claims and changes in these trends could have a positive or negative impact on Citigroup's repurchase reserve. During 2009 and 2008:the first half of 2010, loan documentation requests were trending higher than in previous periods, which in turn had a negative impact on the repurchase reserve.

    Repurchase claims as a percentage of loan documentation requests: Given that loan documentation requests are an indicator of future repurchase claims, an assumption is made regarding the conversion rate from loan documentation requests to repurchase claims. This assumption is based on historical performance and, if actual rates differ in the future, could also impact repurchase reserve levels. This percentage was generally stable during 2009 and the first quarter of 2010, but deteriorated slightly in the second quarter of 2010.

    Claims appeal success rate: This assumption represents Citi's expected success at rescinding an investor claim by satisfying the investor demand for more information, disputing the claim validity, etc. This assumption is based on recent historical successful appeals rates. These rates could fluctuate and, in Citi's experience, have historically fluctuated significantly based on changes in the validity or composition of claims. During 2009 and the first quarter of 2010, Citi's appeal success rate improved from levels in prior periods, which had a favorable impact on the repurchase reserve. However, there was a slight deterioration in the appeal success rate in the second quarter of 2010.

    Estimated loss given repurchase or make-whole: The assumption of the estimated loss amount per given repurchase or make-whole payment is applied separately for each sales vintage to capture volatile housing prices highs and lows. The assumption is based on actual and expected losses of recent repurchases/make-whole payments calculated for each sales vintage year, which are impacted by factors such as macroeconomic indicators and overall housing values. During 2009, the loss per loan on repurchases/make-whole payments increased. While Citi experienced stabilization in this metric during the first quarter of 2010, such metric slightly deteriorated in the second quarter of 2010.

        In Citi's experience to date, as stated above, the request for loan documentation packages is an early indicator of a potential claim. During 2009, loan documentation package requests and the level of outstanding claims increased. In addition, Citi's loss severity estimates increased during 2009 due to the impact of macroeconomic factors and its experience with actual losses at such time. As set forth in the tables below, these factors contributed to changes in estimates for the repurchase reserve amounting to $103 million and $247 million for the three months and six months ended June 30, 2009, respectively.

        During the second quarter of 2010, loan documentation package requests and the level of outstanding claims further increased. In addition, there was an overall deterioration in the other key assumptions due to the impact of macroeconomic factors and Citi's continued experience with actual losses. These factors contributed to the $347 million change in estimate for the repurchase reserve in the quarter.

        As indicated above, the repurchase reserve is calculated by sales vintage. The majority of the repurchases in 2010 were from the 2006 through 2008 sales vintages and, in 2009, were from the 2006 and 2007 vintages, which also represent the vintages with the largest loss-given-repurchase. An insignificant percentage of 2010 and 2009 repurchases were from vintages prior to 2006, and Citi currently anticipates that this percentage will decrease, as those vintages are later in the credit cycle. Although early in the credit cycle, to date, Citi has experienced improved repurchase and loss-given-repurchase statistics from the 2009 and 2010 vintages.

 
 Credit valuation
adjustment gain
(loss)
 
In millions of dollars 2009 2008 

Non-monoline counterparties

 $4,533 $(1,385)

Citigroup (own)

  (357) 1,214 
      

Net non-monoline CVA

 $4,176 $(171)

Monoline counterparties

  (934) (3,919)
      

Total CVA—derivative instruments

 $3,242 $(4,090)
      

Table of Contents

        The activity in the repurchase reserve for the three months ended June 30, 2010 and June 30, 2009 was as follows:

 
 Three months ended June 30, 
In millions of dollars 2010 2009 

Balance, beginning of period

 $450 $218 

Additions for new sales

  4  13 

Change in estimate

  347  103 

Utilizations

  (74) (55)
      

Balance, end of period

 $727 $279 
      

        The table below summarizesactivity in the CVA appliedrepurchase reserve for the six months ended June 30, 2010 and June 30, 2009 was as follows:

 
 Six months ended June 30, 
In millions of dollars 2010 2009 

Balance, beginning of period

 $482 $75 

Additions for new sales

  9  19 

Change in estimate

  347  247 

Utilizations

  (111) (62)
      

Balance, end of period

 $727 $279 
      

        Citi does not believe a meaningful range of reasonably possible loss related to its repurchase reserve can be determined.

        Projected future repurchases are calculated, in part, based on the level of unresolved claims at quarter-end as well as trends in claims being made by investors. For GSEs, the response to the fair valuerepurchase claim is required within 90 days of derivative instrumentsthe claim receipt. If Citi did not respond within 90 days, the claim would then be discussed between Citi and the GSE. For private investors, the time period for responding is governed by the individual sale agreement. If the specified timeframe is exceeded, the investor may choose to initiate legal action.

        As would be expected, as the trend in claims and inventory increases, Citi's reserve for repurchases typically increases. Included in Citi's current reserve estimate is an assumption that repurchase claims will remain at elevated levels for the foreseeable future, although the actual number of claims may differ and is subject to uncertainty. Furthermore, approximately half of the repurchase claims in Citi's recent experience have been successfully appealed and resulted in no loss to Citi.

        The number of unresolved claims by type of claimant as of June 30, 20092010 and December 31, 2008.2009, was as follows:

 
 Credit valuation adjustment
Contra liability
(contra asset)
 
In millions of dollars June 30, 2009 December 31, 2008 

Non-monoline counterparties

 $(3,733)$(8,266)

Citigroup (own)

  3,289  3,611 
      

Net non-monoline CVA

 $(444)$(4,655)

Monoline counterparties

  (5,213) (4,279)
      

Total CVA—derivative instruments

 $(5,657)$(8,934)
      

Number of claims June 30
2010
 December 31
2009
 

GSEs

  4,166  2,575 

Private investors

  214  309 

Mortgage insurers(1)

  98  204 
      

Total

  4,478  3,088 
      

(1)
Represents the insurer's rejection of a claim for loss reimbursement that has yet to be resolved. To the extent that mortgage insurance will not cover the claim on a loan, Citi may have to make-whole the GSE or private investor.

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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 Jun.
2010
 Jun.
2010
 Mar.
2010
 Jun.
2009
 Jun.
2010
 Mar.
2010
 Jun.
2009
 

Citicorp

                      

Total

 $218.5 $3,733 $3,937 $4,289 $3,858 $4,294 $4,328 
 

Ratio

     1.71% 1.78% 1.97% 1.77% 1.94% 1.99%
                

Retail Bank

                      
 

Total

  109.1  804  782  767  1,131  1,200  1,084 
  

Ratio

     0.74% 0.71% 0.74% 1.04% 1.08% 1.05%
 

North America

  30.2  245  142  97  241  236  87 
  

Ratio

     0.81% 0.45% 0.29% 0.80% 0.75% 0.26%
 

EMEA

  4.3  50  52  70  145  182  235 
  

Ratio

     1.16% 1.06% 1.23% 3.37% 3.71% 4.12%
 

Latin America

  19.6  308  352  316  305  346  337 
  

Ratio

     1.57% 1.81% 1.92% 1.56% 1.78% 2.04%
 

Asia

  55.0  201  236  284  440  436  425 
  

Ratio

     0.37% 0.43% 0.60% 0.80% 0.80% 0.90%
                

Citi-Branded Cards(2)(3)

                      
 

Total

  109.4  2,929  3,155  3,522  2,727  3,094  3,244 
  

Ratio

     2.68% 2.86% 3.07% 2.49% 2.81% 2.83%
 

North America

  77.2  2,130  2,304  2,366  1,828  2,145  2,024 
  

Ratio

     2.76% 2.97% 2.84% 2.37% 2.76% 2.43%
 

EMEA

  2.6  72  77  99  90  113  146 
  

Ratio

     2.77% 2.66% 3.54% 3.46% 3.90% 5.21%
 

Latin America

  12.0  481  510  707  485  475  693 
  

Ratio

     4.01% 4.21% 5.84% 4.04% 3.93% 5.73%
 

Asia

  17.6  246  264  350  324  361  381 
  

Ratio

     1.40% 1.51% 2.12% 1.84% 2.06% 2.31%
                

Citi Holdings—Local Consumer Lending

                      
 

Total

  286.3  14,371  16,808  15,869  11,201  12,236  14,371 
  

Ratio

     5.24% 5.66% 4.80% 4.08% 4.12% 4.35%
 

International

  24.6  724  953  1,551  939  1,059  1,845 
  

Ratio

     2.94% 3.44% 3.93% 3.82% 3.82% 4.67%
 

North America retail partner cards(2)(3)

  50.2  2,004  2,385  2,590  2,150  2,374  2,749 
  

Ratio

     3.99% 4.38% 4.09% 4.28% 4.36% 4.34%
 

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

  211.5  11,643  13,470  11,728  8,112  8,803  9,777 
  

Ratio

     5.84% 6.27% 5.16% 4.07% 4.10% 4.30%
                

Total Citigroup (excludingSpecial Asset Pool)

 $504.8 $18,104 $20,745 $20,158 $15,059 $16,530 $18,699 
  

Ratio

     3.67% 4.01% 3.68% 3.06% 3.19% 3.41%
                

(1)
The CVA amounts shownratios 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 partner 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 relate solelyinformation 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 derivative portfolio,2010 delinquencies. Managed basis reporting historically impacted theNorth America Regional Consumer Banking—Citi-branded cards and do not include:

    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 in Note 1 to the Consolidated Financial Statements.

(4)
Own-credit adjustmentsThe 90 days or more and 30 to 89 days past due and related ratios for non-derivative liabilities measuredNorth America LCL (excluding cards) exclude 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: $5.0 billion ($9.4 billion), $5.2 billion ($9.0 billion), and $4.3 billion ($8.7 billion) as of June 30, 2010, March 31, 2010 and June 30, 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: $1.6 billion, $1.2 billion, and $0.7 billion, as of June 30, 2010, March 31, 2010 and June 30, 2009, respectively.

(5)
The June 30, 2010 and March 31, 2010 loans 90 days or more past due and 30-89 days past due and related ratios for North America (excluding cards) excludes $2.6 billion and $2.9 billion, respectively, of loans that are carried at fair value under the fair-value option. 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 2Q10 2Q10 1Q10 2Q09 

Citicorp

             

Total

 $217.8 $2,922 $3,040 $1,406 
 

Add: impact of credit card securitizations(3)

         1,837 
 

Managed NCL

    $2,922 $3,040 $3,243 
 

Ratio

     5.38% 5.57% 6.01%
          

Retail Bank

             
 

Total

  109.3  304  289  428 
  

Ratio

     1.12% 1.07% 1.66%
 

North America

  30.7  79  73  88 
  

Ratio

     1.03% 0.92% 1.01%
 

EMEA

  4.5  46  47  74 
  

Ratio

     4.10% 3.81% 5.30%
 

Latin America

  19.4  96  91  138 
  

Ratio

     1.98% 1.99% 3.40%
 

Asia

  54.7  83  78  128 
  

Ratio

     0.61% 0.59% 1.10%
          

Citi-Branded Cards

             
 

Total

  108.5  2,618  2,751  978 
  

Add: impact of credit card securitizations(3)

         1,837 
  

Managed NCL

     2,618  2,751  2,815 
  

Ratio

     9.68% 9.96% 10.02%
 

North America

  76.2  2,047  2,084  219 
  

Add: impact of credit card securitizations(3)

         1,837 
  

Managed NCL

     2,047  2,084  2,056 
  

Ratio

     10.77% 10.67% 10.08%
 

EMEA

  2.7  39  50  47 
  

Ratio

     5.79% 6.99% 6.73%
 

Latin America

  12.0  361  418  472 
  

Ratio

     12.07% 14.01% 15.91%
 

Asia

  17.6  171  199  240 
  

Ratio

     3.90% 4.53% 5.94%
          

Citi Holdings—Local Consumer Lending

             
 

Total

  301.7  4,535  4,938  5,144 
  

Add: impact of credit card securitizations(3)

         1,278 
  

Managed NCL

     4,535  4,938  6,422 
  

Ratio

     6.03% 6.30% 7.48%
 

International

  26.1  495  612  962 
  

Ratio

     7.61% 8.27% 9.72%
 

North America retail partner cards

  53.1  1,775  1,932  872 
  

Add: impact of credit card securitizations(3)

         1,278 
  

Managed NCL

     1,775  1,932  2,150 
  

Ratio

     13.41% 13.72% 13.58%
 

North America (excluding cards)

  222.5  2,265  2,394  3,310 
  

Ratio

     4.08% 4.20% 5.50%
          

Total Citigroup (excludingSpecial Asset Pool)

 $519.5 $7,457 $7,978 $6,550 
  

Add: impact of credit card securitizations(3)

         3,115 
  

Managed NCL

     7,457  7,978  9,665 
  

Ratio

     5.76% 6.00% 6.92%
          

(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 171 to the Consolidated Financial Statements for further information.a discussion of the impact of SFAS 166/167.

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Consumer Loan Modification Programs

        Citigroup has instituted a variety of modification programs to assist borrowers with financial difficulties. These programs, as described below, 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 June 30, 2010, Citi's significant modification programs consisted of the U.S. Treasury's Home Affordable Modification Program (HAMP), as well as short-term and long-term modification programs, each as summarized below.

        HAMP.The HAMP is designed to reduce monthly first mortgage payments to a 31% housing debt ratio (monthly mortgage payment, including property taxes, insurance and homeowner dues, divided by monthly gross income) by lowering the interest rate, extending the term of the loan and deferring or forgiving principal of certain eligible borrowers who have defaulted on their mortgages or who are at risk of imminent default due to economic hardship. The interest rate reduction for first mortgages under HAMP is in effect for five years and the rate then increases up to 1% per year until the interest rate cap (the lower of counterparty credit risk embeddedthe original rate or the Freddie Mac Weekly Primary Mortgage Market Survey rate for a 30-year fixed rate conforming loan as of the date of the modification) is reached.

        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 of 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 non-derivative instruments. General spread widening has negatively affectedeffect pending completion of the market valuemodification. From inception through June 30, 2010, approximately $8.5 billion of first mortgages were enrolled in the HAMP trial period, while $2.5 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 rangetroubled debt restructuring (see "Long-term programs" 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 financial instruments. Losses on non-derivative instruments, such as bondsthe second mortgage. For a borrower to qualify, the borrower must have successfully modified his/her first mortgage under the HAMP and loans, related to counterparty credit risk are notmet other criteria.

        Loans included in the table above.

HAMP trial period are not classified as modified under short-term or long-term programs, and the allowance for loan losses for these loans is calculated under ASC 450-20. See "Loan Accounting Policies" above for a further discussion of the allowance for loan losses for such modified loans.

        As of June 30, 2010, of the loans in which the trial period has ended, 37% of the loan balances were successfully modified under HAMP, 12% were modified under the Citi Supplemental program, 6% received HAMP Re-age, (as described under Consumer Loan Modification Programs) and 45% did not receive any modification from Citi to date.

Credit Derivatives        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 long-term programs in place provide interest rate reductions. See "Loan Accounting Policies" above for a discussion of the allowance for loan losses for such modified loans.

        The Company makes marketsfollowing table presents Citigroup's consumer loan TDRs as of June 30, 2010 and December 31, 2009, respectively. As discussed above under "HAMP", HAMP loans whose terms are contractually modified after successful completion of the trial period are included in the balances below:

 
 Accrual Non-accrual 
In millions of dollars Jun. 30,
2010
 Dec. 31,
2009
 Jun. 30,
2010
 Dec. 31,
2009
 

Mortgage and real estate

 $14,135 $8,654 $1,776 $1,413 

Cards(1)

  4,995  2,303  34  150 

Installment and other

  3,431  3,128  333  250 
          

(1)
2010 balances reflect the adoption of SFAS 166/167.

        The predominant amount of these TDRs are concentrated in the U.S. Citi's significant long-term U.S. modification programs include:


Mortgages

        Citi Supplemental.    The Citi Supplemental (CSM) program was designed by Citi to assist borrowers ineligible for HAMP or who become ineligible through the HAMP trial period process. If the borrower already has less than a 31% housing debt ratio, the modification offered is an interest rate reduction (up to 2.5% with a floor rate of 4%) which is in effect for two years, and tradesthe rate then increases up to 1% per year until the interest rate is at the pre-modified contractual rate. If the borrower's housing debt ratio is greater than 31%, specific treatment steps for HAMP, including an interest rate reduction, will be followed to achieve a range31% housing debt ratio. The modified interest rate is in effect for two years and then increases up to 1% per year until the interest rate is at the pre-modified contractual rate. If income documentation was not supplied previously for HAMP, it is required for CSM. Three or more trial payments are required prior to modification. These payments can be made during the HAMP and/or CSM trial period.

        HAMP Re-Age.    As previously disclosed, loans in the HAMP trial period are aged according to their original contractual terms, rather than the modified HAMP terms. This results in the receivable being 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 do not qualify for a long-term modification are returned to the delinquency status in which they began their trial period. However, that delinquency status would be further deteriorated for each trial payment not made (HAMP Re-age). HAMP Re-age establishes a non-interest-bearing deferral


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based on the difference between the original contractual amounts due and the HAMP trial payments made. Citigroup considers this re-age and deferral process to constitute a concession to a borrower in financial difficulty and therefore records the loans as TDRs upon re-age.

        2nd FDIC.    The 2nd FDIC modification program guidelines were created by the FDIC for delinquent or current borrowers where default is reasonably foreseeable. The program is designed for second mortgages and uses various concessions, including interest rate reductions, non-interest-bearing principal deferral, principal forgiveness, extending maturity dates, and forgiving accrued interest and late fees. These potential concessions are applied in a series of steps (similar to HAMP) that provides an affordable payment to the borrower (generally a combined housing payment ratio of 42%). The first step generally reduces the borrower's interest rate to 2% for fixed-rate home equity loans and 0.5% for home equity lines of credit. The interest rate reduction is in effect for the remaining term of the loan.

        FHA/VA.    Loans guaranteed by the Federal Housing Administration (FHA) or Department of Veterans Affairs (VA) are modified through the normal modification process required by those respective agencies. Borrowers must be delinquent and concessions include interest rate reductions, principal forgiveness, extending maturity dates, and forgiving accrued interest and late fees. The interest rate reduction is in effect for the remaining loan term. Losses on FHA loans are borne by the sponsoring agency provided that the insurance has not been breached as a result of an origination defect. The VA establishes a loan-level loss cap, beyond which Citi is liable for loss. Historically, Citi's losses on FHA and VA loans have been negligible.

        CFNA Adjustment of Terms (AOT).    This program is targeted to Consumer Finance customers with a permanent hardship. Payment reduction is provided through the re-amortization of the remaining loan balance, typically at a lower interest rate Modified loan tenors may not exceed a period of 480 months. Generally, the rescheduled payment cannot be less than 50% of the original payment amount unless the AOT is a result of participation in the CitiFinancial Home Affordability Modification Program (CHAMP) or military service member's Credit Relief Act Program (SCRA), or as a result of settlement, court order, judgment, or bankruptcy. Customers must make a qualifying payment at the reduced payment amount in order to qualify for the modification. In addition, customers must provide income verification (pay stubs and/or tax returns) and monthly obligations are validated through an updated credit derivatives, bothreport.

        Other.    Prior to the implementation of the HAMP, CSM and 2nd FDIC programs, Citigroup's U.S. mortgage business offered certain borrowers various tailored modifications, which included reducing interest rates, extending the remaining loan duration and/or waiving a portion of the remaining principal balance. Citigroup currently believes that substantially all of its future long-term U.S. mortgage modifications, at least in the near term, will be included in the programs mentioned above.


North America Cards

        Paydown.    The Paydown program is designed to liquidate a customer's balance within 60 months. It is available to customers who indicate long-term hardship (e.g., long-term disability, death of a co-borrower, medical issues or a non-temporary income reduction, such as an occupation change). Payment requirements are decreased by reducing interest rates charged to either 9.9% or 0%, depending upon the customer situation, and designed to amortize at least 1% of the balance each month. Under this program, fees are discontinued, and charging privileges are permanently rescinded.

        CCG.    The CCG program handles proposals received via external consumer credit counselors on behalfthe customer's behalf. In order to qualify, customers work with a credit counseling agency to develop a plan to handle their overall budget, including money owed to Citi. A copy of clientsthe counseling agency's proposal letter is required. The annual percentage rate (APR) is reduced to 9.9%. The account fully amortizes in 60 months. Under this program, fees are discontinued, and charging privileges are permanently rescinded.

        Interest Reversal Paydown.    The Interest Reversal Paydown program is also designed to liquidate a customer's balance within 60 months. It is available to customers who indicate a long-term hardship.Accumulated interest and fees owed to Citi are reversed upon enrollment, and future interest and fees are discontinued. Payment requirements are reduced and are designed to amortize at least 1% of the balance each month. Under this program, like the programs discussed above, fees are discontinued, and charging privileges are permanently rescinded.


U.S. Installment Loans

        Auto Hardship Amendment.    This program is targeted to customers with a permanent hardship. Examples of permanent hardships include disability subsequent to loan origination, divorce where the party remaining with the vehicle does not have the necessary income to service the debt, or death of a co-borrower. In order to qualify for this program, a customer must complete an "Income and Expense Analysis" and provide proof of income. This analysis is used to determine ability to pay and to establish realistic loan terms (which generally consist of a reduction in interest rates, but could also include principal forgiveness). The borrower must make a payment within 30 days prior to the amendment.

        CFNA Adjustment of Terms (AOT).    This program is targeted to Consumer Finance customers with a permanent hardship. Payment reduction is provided through the re-amortization of the remaining loan balance, typically at a lower interest rate. Loan payments may be rescheduled over a period not to exceed 120 months. Generally, the rescheduled payment cannot be less than 50% of the original payment amount, unless the AOT is a result of a military service member's SCRA, or as wella result of settlement, court order, judgment or bankruptcy. The interest rate cannot be reduced below 9% (except in the instances listed above). Customers must make a qualifying payment at the reduced payment amount in order to qualify for the modification. In addition, customers must provide proof of income and monthly obligations are validated through an updated credit report.


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        For general information on Citi's U.S. installment loan portfolio, see "U.S. Installment and Other Revolving Loans" below.

        The following table sets forth, as of June 30, 2010, information relating to Citi's significant long-term U.S. modification programs:

In millions of dollars Program
balance
 Program
start date(1)
 Average
interest rate
reduction
 Average %
payment relief
 Average
tenor of
modified loans
 Deferred
principal
 Principal
forgiveness
 

U.S. Consumer Mortgage Lending

                     
 

HAMP

 $2,331  3Q09  4% 41%32 years $289 $2 
 

Citi Supplemental

  835  4Q09  3  24 28 years  46  1 
 

HAMP Re-age

  439  1Q10  N/A  N/A 25 years  7   
 

2nd FDIC

  355  2Q09  7  48 25 years  21  6 
 

FHA/VA

  3,604     2  16 28 years     
 

Adjustment of Terms (AOTs)

  3,700     3  23 29 years       
 

Other

  3,782     4  42 28 years  33  47 

North America Cards

                     
 

Paydown

  2,218     14   60 months       
 

CCG

  1,756     10   60 months       
 

Interest Reversal Paydown

  213     18   60 months       

U.S. Installment

                     
 

Auto Hardship Amendment

  723     9  28 51 months     6 
 

AOTs

  1,062     8  34 106 months       
                

(1)
Provided if program was introduced within the last 18 months.

        Short-term programs.    Citigroup has also instituted short-term 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 has increased significantly over the past 18 months , 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. as of June 30, 2010:

 
 June 30, 2010 
In millions of dollars Accrual Non-accrual 

Cards

 $3,732    

Mortgage and real estate

  1,812 $50 

Installment and other

  1,364  80 
      

        Significant short-term U.S. programs include:


North America Cards

        Universal Payment Program (UPP).    The North America cards business provides short-term interest rate reductions to assist borrowers experiencing temporary hardships through the UPP. Under this program, a participant's APR is reduced by at least 500 basis points for a period of up to 12 months. The minimum payment is tailored to the customer's needs and is designed to amortize at least 1% of the principal balance each month. The participant's APR returns to its own account. Through these contractsoriginal rate at the Company either purchasesend of the term or writes protection onearlier if they fail to make the required payments.


U.S. Consumer Mortgage Lending

        Temporary AOT.    This program is targeted to Consumer Finance customers with a temporary hardship. Examples of temporary hardships would include a short-term medical disability or a temporary reduction of pay. Under this program, the interest rate is reduced for either a single-namefive- or portfolio basis. 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.

        Credit derivatives generally require thatan eleven-month period. At the sellerend of credit protection make paymentsthe temporary modification period, the interest rate reverts to the buyer uponpre-modification amount. If the occurrencecustomer is still undergoing hardship at the conclusion of pre-defined events (settlement triggers). These settlement triggersthe temporary payment reduction, a second extension of the temporary terms can be considered in either of the time period increments above. In cases where the account is severely past due (over 60 days past due) at the expiration of the temporary modification period, the terms of the modification are definedmade permanent and the payment is kept at the reduced amount for the remaining life of the loan.


U.S Installment and Other Revolving Loans

        Temporary AOT.    This program is targeted to Consumer Finance customers with a temporary hardship. Under this program, the interest rate is reduced for either a five- or an eleven-month period. At the end of the temporary modification period, the interest rate reverts to the pre-modification amount. If the customer is still undergoing hardship at the conclusion


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of the temporary payment reduction, a second extension of the temporary terms can be considered in either of the time period increments above. In cases where the account is severely past due (over 90 days past due) at the expiration of the temporary modification period, the terms of the modification are made permanent and the payment is kept at the reduced amount for the remaining life of the loan.

        The following table set forth, as of June 30, 2010, information related to Citi's significant short-term U.S. modification programs:

In millions of dollars Program
balance
 Program
start date(1)
 Average
interest rate
reduction
 Average
time period
for
reduction

UPP

 $3,732     19%12 months

U.S. Consumer Mortgage Temporary AOT

  1,852  1Q09  3%8 months

U.S. Installment Temporary AOT

  1,444  1Q09  5%7 months
         

(1)
Provided if program was introduced within the last 18 months.

        Payment deferrals that do not continue to accrue interest (extensions) primarily occur in the U.S. residential mortgage business. Under an extension, payments that are contractually due are deferred to a later date, thereby extending the maturity date by the formnumber of months of payments being deferred. Extensions assist delinquent borrowers who have experienced short-term financial difficulties that have been resolved by the time the extension is granted. An extension can only be offered to borrowers who are past due on their monthly payments but have since demonstrated the ability and willingness to pay as agreed. Other payment deferrals continue to accrue interest and are not deemed to offer concessions to the customer. Other types of concessions are not material.

        Please see "U.S. Consumer Mortgage Lending," "North America Cards," and "U.S. Installment and Other Revolving Loans" below for a discussion of the derivative andimpact, to date, of Citi's significant U.S. loan modification programs described above on 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 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.respective loan portfolios.


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        The following tables summarize the key characteristics

U.S. Consumer Mortgage Lending

Overview

        Citi's North America consumer mortgage portfolio consists of the Company's credit derivative portfolio by activity, counterpartyboth first lien and derivative form assecond lien mortgages. As of June 30, 20092010, the first lien mortgage portfolio totaled approximately $109 billion while the second lien mortgage portfolio was approximately $53 billion. Although the majority of the mortgage portfolio is reported inLCL within Citi Holdings, there are $18 billion of first lien mortgages and December 31, 2008:$5 billion of second lien mortgages reported in Citicorp.

        Citi's first lien mortgage portfolio includes $9.6 billion of loans with Federal Housing Administration (FHA) or Veterans Administration (VA) 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). Losses on FHA loans are borne by the sponsoring agency, provided that the insurance has not been breached as a result of an origination defect. The VA establishes a loan-level loss cap, beyond which Citi is liable for loss. FHA and VA 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 $1.8 billion of loans with LTVs above 80%, which have insurance through private mortgage insurance (PMI) companies, and $2.0 billion of loans subject to long-term standby commitments(1) (LTSC), with U.S. government sponsored entities (GSEs), for which Citi has limited exposure to credit losses. Citi's second lien mortgage portfolio also includes $1.5 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.

Impact of Mortgage Modification Programs on Consumer Mortgage Portfolio

        As discussed in "Consumer Loan Modification Programs" above, Citigroup also offers short-term and long-term real estate loan modification programs. The main objective of these programs is generally to reduce the payment burden for the borrower and improve the net present value of cash flows. 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 accounts that were not modified.

        Citigroup considers a combination of historical re-default rates, the current economic environment, and the nature of the modification program in forecasting expected cash flows in the determination of the allowance for loan losses on TDRs. With respect to HAMP, contractual modifications of loans that successfully completed the HAMP trial period began in the third quarter of 2009; accordingly, this is the earliest HAMP vintage available for comparison. 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 Citi Supplemental modifications due to what it believes to be the deeper payment and interest rate reductions associated with HAMP modifications.

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 lien North America consumer mortgage portfolios.

        In the first lien mortgage portfolio, as previously disclosed, both delinquencies and net credit losses have continued to be impacted by the HAMP trial loans and the growing backlog of foreclosures in process. As previously disclosed, loans in the HAMP trial modification period that do not make their original contractual payments 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 the trial period. If the loans are modified permanently, they will be returned to current status.

        In addition, the growing amount of foreclosures in process, which continues to be related to an industry-wide phenomenon resulting from foreclosure moratoria and other efforts to prevent or forestall foreclosure, have specific implications for the portfolio:

    They tend to inflate the amount of 180+ day delinquencies in our mortgage statistics.

    They can result in increasing levels of consumer non-accrual loans, as Citi is unable to take possession of the underlying assets and sell these properties on a timely basis.

    They could have a dampening effect on net interest margin as non-accrual assets build on the company's balance sheet.

As set forth in the charts below, both first and second lien mortgages experienced fewer 90 days or more delinquencies in the second quarter of 2010, which led to lower net credit losses in the quarter as well. For first lien mortgages, the sequential improvement in 90 days or more delinquencies was driven entirely by asset sales and HAMP trials converting into permanent modifications. In the quarter, Citi sold $1.3 billion in delinquent mortgages. As of June 30, 2009:2010, $2.5 billion of HAMP trial modifications in Citi's on-balance sheet portfolio were converted to permanent modifications, up from $1.6 billion at the end of the first quarter of 2010. For second lien mortgages, the net credit loss decrease during the quarter was driven by roll rate improvement.

 
 Fair values Notionals 
In millions of dollars Receivable Payable Beneficiary Guarantor 

By Activity:

             

Credit portfolio

 $1,391 $164 $52,135 $ 

Dealer/client

  149,637  133,180  1,428,131  1,365,688 
          

Total by Activity

 $151,028 $133,344 $1,480,266 $1,365,688 
          

By Industry/Counterparty:

             

Bank

 $83,725 $82,057 $936,852 $899,598 

Broker-dealer

  35,842  33,912  339,239  322,349 

Monoline

  7,007  89  9,925  123 

Non-financial

  291  262  3,780  4,805 

Insurance and other financial institutions

  24,163  17,024  190,470  138,813 
          

Total by Industry/Counterparty

 $151,028 $133,344 $1,480,266 $1,365,688 
          

By Instrument:

             

Credit default swaps and options

 $147,947 $132,288 $1,450,601 $1,363,738 

Total return swaps and other

  3,081  1,056  29,665  1,950 
          

Total by Instrument

 $151,028 $133,344 $1,480,266 $1,365,688 
          


December 31, 2008(1):

 
 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  1,524,553  1,443,280 
          

Total by Activity

 $228,351 $203,709 $1,595,684 $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  180,354  125,988 
          

Total by Industry/Counterparty

 $228,351 $203,709 $1,595,684 $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  35,462  1,905 
          

Total by Instrument

 $228,351 $203,709 $1,595,684 $1,443,280 
          

(1)
Reclassified to conform toA LTSC is a structured transaction in which Citi transfers the current period's presentation.

        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 of certain eligible loans to an investor in credit derivative contracts. Approximately 88%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.


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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 gross receivables as of June 30, 2009potential 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 from counterpartiesguaranteed by U.S. government-sponsored agencies because the potential loss predominately resides 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.U.S. agencies.


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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 since they 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 $28 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 lien mortgage portfolio contains approximately $30 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 lien 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 lien mortgage portfolio.

Loan Balances

        First Lien Mortgages—Loan Balances.    As a consequence of the difficult economic environment and the decrease in housing prices, LTV and FICO scores have generally deteriorated since origination, as depicted in the table below. On a refreshed basis, approximately 31% of first lien mortgages had a LTV ratio above 100%, compared to approximately 0% at origination. Approximately 29% of the first lien mortgages had FICO scores less than 620 on a refreshed basis, compared to 16% at origination.

Balances: June 30, 2010—First Lien Mortgages

At Origination
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  58% 6% 7%

80% < LTV£ 100%

  13% 7% 9%

LTV > 100%

  NM  NM  NM 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  26% 4% 9%

80% < LTV£ 100%

  18% 3% 9%

LTV > 100%

  16% 4% 11%

Note: NM—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 $1.7 billion from At Origination balances and $0.4 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 Lien Mortgages—Loan Balances.    In the second lien mortgage portfolio, the majority of loans are in the higher FICO categories. The challenging economic conditions have generally caused a migration towards lower FICO scores and higher LTV ratios. Approximately 47% of second lien mortgages 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: June 30, 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%

  NM  NM  NM 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  22% 1% 3%

80% < LTV£ 100%

  21% 2% 4%

LTV > 100%

  32% 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 are 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 5.8%.

        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%

  5.8% 11.0% 12.1%

80% < LTV£ 100%

  8.1% 13.5% 16.8%

LTV > 100%

  NM  NM  NM 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  0.3% 3.3% 15.0%

80% < LTV£ 100%

  0.8% 7.8% 22.6%

LTV > 100%

  2.0% 15.4% 30.3%
        

Note: NM—Not meaningful. 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% 4.2% 5.1%

80% < LTV£ 100%

  3.7% 4.9% 7.0%

LTV > 100%

  NM  NM  NM 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  0.1% 1.2% 8.2%

80% < LTV£ 100%

  0.1% 1.3% 9.6%

LTV > 100%

  0.4% 3.1% 16.6%

Note: NM—Not meaningful. 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: June 30, 2010

        As of June 30, 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

 $44.4  46.3% 5.2%$13.6 $9.5 

Broker

 $16.7  17.4% 8.2%$3.1 $5.6 

Correspondent

 $34.8  36.3% 12.3%$11.6 $13.9 

*
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: June 30, 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

 $23.9  52.2% 1.8%$3.8 $7.1 

Broker

 $11.3  24.8% 3.8%$2.0 $6.8 

Correspondent

 $10.5  23.0% 4.1%$2.5 $7.5 

*
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. These 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 54% of its first mortgage lien portfolio with refreshed LTV>100%, compared to 30% overall for first lien mortgages. Illinois has 45% 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 5% of its loan portfolio with refreshed LTV>100%.

First Lien Mortgages: June 30, 2010

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

California

 $26.1  27.2% 7.2%$4.0 $10.0 

New York

 $7.9  8.2% 6.4%$1.5 $0.9 

Florida

 $5.8  6.1% 13.0%$2.1 $3.1 

Illinois

 $4.0  4.2% 9.8%$1.3 $1.8 

Texas

 $3.9  4.1% 5.7%$1.6 $0.2 

Others

 $48.2  50.2% 8.7%$17.9 $13.1 

*
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 71% of their loans with refreshed LTV > 100% compared to 47% overall for second lien mortgages.

Second Lien Mortgages: June 30, 2010

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

California

 $12.8  27.9% 3.0%$1.8 $6.4 

New York

 $6.3  13.8% 2.2%$0.9 $1.4 

Florida

 $2.9  6.4% 4.8%$0.7 $2.1 

Illinois

 $1.8  3.9% 2.6%$0.3 $1.1 

Texas

 $1.3  2.8% 1.3%$0.2 $0.4 

Others

 $20.7  45.2% 2.7%$4.4 $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: June 30, 2010

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

2010

 $0.7  0.7% 0.0%$0.1 $0.1 

2009

 $3.8  4.0% 0.7%$0.5 $0.2 

2008

 $12.3  12.9% 4.9%$2.8 $2.5 

2007

 $23.9  25.0% 12.2%$8.7 $11.6 

2006

 $17.1  17.8% 10.7%$5.4 $8.1 

2005

 $16.5  17.2% 6.6%$3.9 $5.1 

£ 2004

 $21.6  22.5% 6.9%$6.8 $1.5 

*
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: June 30, 2010

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

2010

 $0.1  0.3% 0.0%$0.0 $0.0 

2009

 $0.6  1.3% 0.2%$0.0 $0.0 

2008

 $4.0  8.8% 1.1%$0.6 $0.7 

2007

 $13.4  29.4% 3.2%$2.7 $7.2 

2006

 $14.7  32.2% 3.4%$2.9 $8.9 

2005

 $8.8  19.2% 2.6%$1.4 $4.0 

£ 2004

 $4.0  8.7% 1.7%$0.6 $0.5 

*
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 June 30, 2010, the Citi-branded portfolio totaled approximately $77 billion, while the retail partner cards portfolio was approximately $50 billion.

Impact of Loss Mitigation and Cards Modification Programs on Cards Portfolios

        In each of its Citi-branded and retail partner cards portfolios, Citi continues to actively eliminate riskier accounts to mitigate losses. Higher risk customers have either had their available lines of credit reduced or their accounts closed. On a net basis, end of period open accounts are down 15% in Citi-branded cards and down 13% in retail partner cards versus prior-year levels.

        As previously disclosed, 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, have tended to affect the retail partner cards portfolio faster than the branded portfolio.

        In addition to tightening credit standards, Citi also offers short-term and long-term cards modification programs, as discussed under "Consumer Loan Modification Programs" above. 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, as previously reported, 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. This improved performance of modified loans relative to those not modified has generally been the 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. In addition, during the second quarter of 2010, Citi placed fewer accounts into these programs and the results for these programs have remained positive.

        Overall, however, Citi continues to believe that net credit losses in each of its cards portfolios will likely continue to remain at elevated levels and will continue to be highly dependent on macroeconomic conditions and industry changes, including continued implementation of the CARD Act.

Cards Quarterly Trends—Delinquencies and Net Credit Losses

        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 second quarter of 2010, Citi continued to see stable to improving trends across both portfolios, based in part, it believes, on its loss mitigation programs, as previously discussed. Across both portfolios, delinquencies declined during the second quarter of 2010. In Citi-branded cards, net credit losses declined sequentially. On a percentage basis, however, net credit losses were up in Citi-branded cards due to declining loan balances. In retail partner cards, net credit losses declined for the fourth consecutive quarter.


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GRAPHIC


Note: Includes Puerto Rico.

GRAPHIC


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


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North America Cards—FICO Information

        As set forth in the table below, approximately 73% of the Citi-branded portfolio had FICO credit scores of at least 660 on a refreshed basis as of June 30, 2010, while 65% of the retail partner cards portfolio had scores above 660.

Balances: June 30, 2010

Refreshed
 Citi Branded Retail Partners 

FICO ³ 660

  73% 65%

620 £ FICO < 660

  11% 13%

FICO < 620

  16% 22%

Note: Based on balances of $120 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 June 30, 2010. Given the economic environment, customers have generally 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 16% of the Citi-branded portfolio, have a 90+DPD rate of 16.3%; in the retail partner cards portfolio, loans with FICO scores less than 620 constitute 22% of the portfolio and have a 90+DPD rate of 16.7%.

90+DPD Delinquency Rate: June 30, 2010

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

FICO ³ 660

  0.2% 0.2%

620 £ FICO < 660

  0.7% 0.8%

FICO < 620

  16.3% 16.7%

Note: Based on balances of $120 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 June 30, 2010, the U.S. Installment portfolio totaled approximately $64 billion, while the U.S. Other Revolving portfolio was approximately $0.9 billion. While substantially all of the U.S. Installment portfolio is reported inLCL 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. As of June 30, 2010, the U.S. Installment portfolio included 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 were approximately $6 billion of non-FFELP Student Loans where losses are mitigated by private insurance. These insurance providers insure Citi against a significant portion of losses arising from borrower loan default, bankruptcy or death.

        Approximately 37% of the Installment portfolio had FICO credit scores less than 620 on a refreshed basis. Approximately 26% of the Other Revolving portfolio is composed of loans having FICO less than 620.

Balances: June 30, 2010

Refreshed
 Installment Other Revolving 

FICO ³ 660

  50% 59%

620 £ FICO < 660

  13% 15%

FICO < 620

  37% 26%

Note: Based on balances of $62 billion for Installment and $0.8 billion for Other Revolving. Excludes Canada and Puerto Rico. Excludes balances where FICO was unavailable ($1.6 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: June 30, 2010

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

FICO ³ 660

  0.2% 0.4%

620 £ FICO < 660

  1.3% 1.3%

FICO < 620

  7.7% 6.6%

Note: Based on balances of $62 billion for Installment and $0.8 billion for Other Revolving. Excludes Canada and Puerto Rico.


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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. The fair value of MSRs declines with increased prepayments, and lower interest rates are generally one factor that tends to lead to increased prepayments. Thus, by retaining risks of sold mortgage loans, Citigroup is 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 $4.894 billion and $6.530 billion at June 30, 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.


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CORPORATE CREDIT PORTFOLIO

        The following table presents credit data for Citigroup's corporate loans and unfunded lending commitments at June 30, 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 June 30, 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)

 $118,470  69%$231,863  87%

Non-investment grade(4)

             
 

Noncriticized

  21,312  12  16,911  6 
 

Criticized performing(5)

  21,065  12  14,108  6 
  

Commercial real estate (CRE)

  5,623  3  1,781  1 
  

Commercial and Industrial and Other

  15,442  9  12,327  5 
 

Non-accrual (criticized)(5)

  11,036  6  3,043  1 
  

CRE

  2,568  1  988   
  

Commercial and Industrial and Other

  8,468  5  2,055  1 
          

Total non-investment grade

 $53,413  31%$34,062  13%

Private Banking loans managed on a delinquency basis(4)

  13,738     2,216    

Loans at fair value

  2,358         
          

Total corporate loans

 $187,979    $268,141    

Unearned income

  (1,259)        
          

Corporate loans, net of unearned income

 $186,720    $268,141    
          

(1)
Includes $765 million 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.

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        The following tables represent the corporate credit portfolio (excluding Private Banking), before consideration of collateral, by maturity at June 30, 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 June 30, 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

 $177 $46 $8 $231 

Unfunded lending commitments

  159  94  10  263 
          

Total

 $336 $140 $18 $494 
          


 
 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:

 
 June 30,
2010
 December 31,
2009
 

North America

  47% 51%

EMEA

  30  27 

Latin America

  7  9 

Asia

  16  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 June 30, 2010 and December 31, 2009, as a percentage of the total portfolio:

 
 Direct outstandings and
unfunded commitments
 
 
 June 30,
2010
 December 31,
2009
 

AAA/AA/A

  55% 58%

BBB

  25  24 

BB/B

  13  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
 
 
 June 30,
2010
 December 31,
2009
 

Government and central banks

  12% 12%

Banks

  8  9 

Investment banks

  7  5 

Other financial institutions

  5  12 

Petroleum

  5  4 

Utilities

  4  4 

Insurance

  4  4 

Agriculture and food preparation

  4  4 

Telephone and cable

  3  3 

Industrial machinery and equipment

  3  2 

Real estate

  3  3 

Global information technology

  2  2 

Chemicals

  2  2 

Other industries(1)

  38  34 
      

Total

  100% 100%
      

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

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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 June 30, 2010 and December 31, 2009, $49.2 billion and $59.6 billion, respectively, of credit risk exposure were economically hedged. Citigroup's 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 June 30, 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

 
 June 30,
2010
 December 31,
2009
 

AAA/AA/A

  48% 45%

BBB

  36  37 

BB/B

  11  11 

CCC or below

  5  7 
      

Total

  100% 100%
      

        At June 30, 2010 and December 31, 2009, the credit protection was economically hedging underlying credit exposure with the following industry distribution:

Industry of Hedged Exposure

 
 June 30,
2010
 December 31,
2009
 

Utilities

  6% 9%

Telephone and cable

  7  9 

Agriculture and food preparation

  8  8 

Chemicals

  7  8 

Petroleum

  6  6 

Industrial machinery and equipment

  4  6 

Autos

  7  6 

Retail

  5  4 

Insurance

  4  4 

Other financial institutions

  7  4 

Pharmaceuticals

  4  5 

Natural gas distribution

  4  3 

Metals

  4  4 

Global information technology

  3  3 

Other industries(1)

  24  21 
      

Total

  100% 100%
      

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

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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" below.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.

 
 June 30, 2009 March 31, 2009 June 30, 2008 
In millions of dollars Increase Decrease Increase Decrease Increase Decrease 

U.S. dollar

                   

Instantaneous change

 $(1,767)$1,935 $(1,654)$1,543 $(1,236)$1,170 

Gradual change

 $(1,005)$936 $(888)$660 $(756)$633 
              

Mexican peso

                   

Instantaneous change

 $(21)$21 $(20)$20 $(24)$24 

Gradual change

 $(15)$15 $(14)$14 $(19)$19 
              

Euro

                   

Instantaneous change

 $(29)$21 $11 $(12)$(71)$71 

Gradual change

 $(35)$35 $12 $(12)$(51)$51 
              

Japanese yen

                   

Instantaneous change

 $215  NM $195  NM $131  NM 

Gradual change

 $122  NM $122  NM $73  NM 
              

Pound sterling

                   

Instantaneous change

 $(11)$11 $1 $(5)$13 $(13)

Gradual change

 $(14)$14 $(1)$1 $15 $(15)
              

 
 June 30, 2010 March 31, 2010 June 30, 2009 
In millions of dollars Increase Decrease Increase Decrease Increase Decrease 

U.S. dollar

                 

Instantaneous change

 $(264)NM $(488)NM $(1,191) NM 

Gradual change

 $(179)NM $(110)NM $(694) NM 
              

Mexican peso

                 

Instantaneous change

 $60 $(60) $42 (42) $(21) 21 

Gradual change

 $33 $(33) $21 (21) $(15) 15 
              

Euro

                 

Instantaneous change

 $13 NM $(56)NM $26 $(25)

Gradual change

 $3 NM $(50)NM $(4)$4 
              

Japanese yen

                 

Instantaneous change

 $133 NM $148 NM $207  NM 

Gradual change

 $89 NM $97 NM $119  NM 
              

Pound sterling

                 

Instantaneous change

 $16 NM $(3)NM $(8) 8 

Gradual change

 $8 NM $(5)NM $(14) 14 
              

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

        The changes in the U.S. dollar interest rate exposuresIRE from March 31, 2009 to June 30, 2009 are related tothe previous quarter reflect changes in the customer-related asset and liability mix, the expected impact of the Morgan Stanley Smith Barney joint venture, as well asmarket rates on customer behavior and Citigroup's view of prevailing interest rates. The changes from the prior-year quarter primarily reflect modeling of mortgages and deposits based on lower rates, pricing changes due to the CARD Act, debt issuance and swapping activities, offset by repositioning of the liquidity portfolio.

        Certain trading-oriented businesses within Citi have accrual-accounted positions. The U.S. dollar IRE associated with these businesses is ($147) million for a 100 basis point instantaneous increase in interest 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)

 
$

1
 
$

(853

)

$

(1,711

)

$

686
 
$

812
 
$

(89

)
              

 
 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)

 
$

(7

)

$

(86

)

$

(371

)
 
NM
  
NM
 
$

(49

)
              

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 $277$214 million, $292$172 million, $205 million, and $255$277 million at June 30, 2009,2010, March 31, 2010, December 31, 2009, and June 30, 2008,2009, respectively. Daily exposuresCitigroup trading VAR averaged $260$188 million and ranged from $163 million to $219 million during the second quarter of 2009 and ranged from $224 million to $290 million.2010.

        The following table summarizes VAR tofor Citigroup trading portfolios at June 30, 2009,2010, March 31, 2009,2010, and June 30, 2008,2009, including the total VAR, the specific risk onlyrisk-only component of VAR, andthe isolated general market factors only VAR,factor VARs, along with the quarterly averages:averages. On April 30, 2010, Citigroup concluded its implementation of exponentially weighted market factor volatilities for Interest rate and FX positions to the VAR calculation. This methodology uses the higher of short- and long-term annualized volatilities. This enhancement resulted in a 31% increase inS&B VAR, and a 24% increase in Citigroup consolidated VAR, reported at June 30, 2010.

In million of dollars June 30,
2009
 Second Quarter
2009 Average
 March 31,
2009
 First Quarter
2009 Average
 June 30,
2008
 Second Quarter
2008 Average
 
Interest rate $226 $217 $239 $272 $288 $301 
Foreign exchange  84  61  38  73  47  49 
Equity  65  94  144  97  95  79 
Commodity  36  38  34  22  45  51 
Diversification benefit  (134) (150) (163) (173) (220) (188)
              
Total—All market risk factors, including general and specific risk $277 $260 $292 $291 $255 $292 
              
Specific risk only component $18 $20 $14 $19 $15 $7 
              
Total—General market factors only $259 $240 $278 $272 $240 $285 
              

In million of dollars June 30,
2010
 Second
Quarter
2010
Average
 March 31,
2010
 First
Quarter
2010
Average
 June 30,
2009
 Second
Quarter
2009
Average
 

Interest rate

 $244 $224 $201 $193 $226 $217 

Foreign exchange

  57  57  53  51  84  61 

Equity

  71  64  49  73  65  94 

Commodity

  24  21  17  18  36  38 

Diversification benefit

  (182) (178) (148) (135) (134) (150)
              

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

 $214 $188 $172 $200 $277 $260 
              

Specific risk-only component(1)

 $17 $16 $15 $20 $18 $20 
              

Total—General market factors only

 $197 $172 $157 $180 $259 $240 
              

(1)
The specific risk onlyrisk-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:

 
 June 30, 2009 March 31, 2009 June 30, 2008 
In millions of dollars Low High Low High Low High 

Interest rate

 $193 $240 $209 $320 $268 $339 

Foreign exchange

  31  91  29  140  33  81 

Equity

  50  153  47  167  63  181 

Commodity

  26  50  12  34  40  60 
              

 
 June 30,
2010
 March 31,
2010
 June 30,
2009
 
In millions of dollars Low High Low High Low High 

Interest rate

 $198 $270 $171 $228 $193 $240 

Foreign exchange

  36  94  37  78  31  91 

Equity

  48  89  47  111  50  153 

Commodity

  15  27  15  20  26  50 
              

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

In millions of dollars June 30,
2010
 March 31,
2010
 

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

 $176 $104 
      

Average—during quarter

  139  144 

High—during quarter

  180  235 

Low—during quarter

  100  99 
      

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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.


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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.


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COUNTRY AND 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:

June 30, 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(1)
 Investments
in and
Funding of
Local
Franchises
 Total
Cross-
Border
Outstandings
 Commitments(2) Total
Cross-
Border
Outstandings
 Commitments(2) 

Germany

 $7.9 $4.0 $8.2 $20.1 $18.4 $13.4 $33.5 $52.1 $29.9 $48.6 

France

  9.9  5.1  10.0  25.0  21.1  0.2  25.2  73.3  21.4  66.4 

India

  1.1    7.6  8.7  5.7  14.5  23.2  1.5  28.0  1.6 

South Korea

  2.1  1.1  4.1  7.3  7.1  12.8  20.1  14.2  22.0  15.7 

Netherlands

  5.0  1.4  12.8  19.2  14.9    19.2  69.5  17.7  67.4 

United Kingdom

  7.6    10.2  17.8  15.1    17.8  132.1  26.3  128.3 

Canada

  1.5  0.6  3.7  5.8  4.2  9.5  15.3  32.4  16.1  36.1 

Cayman Islands

  0.1    14.7  14.8  13.2    14.8  6.9  22.1  8.2 

Australia

  1.4  0.3  1.5  3.2  2.3  9.3  12.5  23.6  12.5  24.8 

Italy

  0.9  6.9  2.4  10.2  7.8  1.9  12.1  21.1  14.7  20.2 
                      

(1)
Included in total cross-border claims on third parties.

(2)
Commitments (not included in total cross-border outstandings) include legally binding cross-border letters of credit and other commitments and contingencies as defined by the FFIEC. Effective March 31, 2006, the FFIEC revised the definition of commitments to include commitments to local residents to be funded with local currency local liabilities.

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INTEREST REVENUE/EXPENSE AND YIELDS

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

GRAPHICGRAPHIC

In millions of dollars 2nd Qtr.
2009
 1st Qtr.
2009(1)
 2nd Qtr.
2008(1)
 Change
2Q09 vs. 2Q08
 

Interest Revenue(2)

 $19,671 $20,583 $27,337  (28)%

Interest Expense(3)

  6,842  7,657  13,351  (49)
          

Net Interest Revenue(2)(3)

 $12,829 $12,926 $13,986  (8)%
          

Interest Revenue—Average Rate

  4.97% 5.31% 6.21% (124) bps

Interest Expense—Average Rate

  1.94% 2.16% 3.29% (135) bps

Net Interest Margin (NIM)

  3.24% 3.33% 3.17% 7 bps 
          

Interest Rate Benchmarks:

             

Federal Funds Rate—End of Period

  0.00-0.25% 0.00-0.25% 2.00% (175+) bps
          

2 Year U.S. Treasury Note—Average Rate

  1.02% 0.90% 2.42% (140)bps

10 Year U.S. Treasury Note—Average Rate

  3.32% 2.74% 3.88% (56) bps
          
 

10 Year vs. 2 Year Spread

  230 bps  184 bps  146 bps    
          

In millions of dollars 2nd Qtr.
2010
 1st Qtr.
2010
 2nd Qtr.
2009(1)
 Change
2Q10 vs. 2Q09
 

Interest revenue(2)

 $20,418 $20,852 $19,671  4%

Interest expense(3)

  6,379  6,291  6,842  (7)%
          

Net interest revenue(2)(3)

 $14,039 $14,561  12,829  9%
          

Interest revenue—average rate

  4.57% 4.75% 4.97% (40) bps

Interest expense—average rate

  1.60% 1.60% 1.93% (33) bps

Net interest margin

  3.15% 3.32% 3.24% (9) 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

  0.87% 0.92% 1.02% (15) bps

10-year U.S. Treasury note—average rate

  3.49% 3.72% 3.32% 17bps
          

10-year vs. two-year spread

  262bps 280bps 230bps   
          

(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 $82$149 million, $97$135 million, and $65$82 million for the second quarter of 2009,2010, the first quarter of 2009,2010, and the second quarter of 2008,2009, respectively.

(3)
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'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.

        DuringNIM decreased by 17 basis points during the second quarter of 2009, the yields across both the interest earning assets as well as the interest earning liabilities dropped significantly from the same period in 2008. The lower cost of funds compared to prior year more than offset the lower asset yields, resulting is slightly higher NIM.

        Net interest margin decreased compared2010 due to the first quartercontinued de-risking of 2009, driven mainly by lower yields onloan portfolios, the consumer loan portfolio both domestically as well as internationally. The second quarterexpansion of 2009 NIM also includesloss mitigation efforts and the one-time FDIC special assessment of $333 million, which negatively impacted NIM by 8bps. This charge was included in interest expense on deposits.Primerica divestiture.


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AVERAGE BALANCES AND INTEREST RATES—ASSETS(1)(2)(3)(4)

 
 Average Volume Interest Revenue % Average Rate 
In millions of dollars 2nd Qtr.
2009
 1st Qtr.
2009
 2nd Qtr.
2008
 2nd Qtr.
2009
 1st Qtr.
2009
 2nd Qtr.
2008
 2nd Qtr.
2009
 1st Qtr.
2009
 2nd Qtr.
2008
 
Assets                            
Deposits with banks(5) $168,631 $169,142 $62,582 $377 $436 $761  0.90% 1.05% 4.89%
                    
Federal funds sold and securities borrowed or purchased under agreements to resell(6)                            
In U.S. offices $131,522 $128,004 $182,672 $515 $550 $1,326  1.57% 1.74% 2.92%
In offices outside the U.S.(5)  61,382  52,431  55,762  279  335  1,044  1.82  2.59  7.53 
                    
Total $192,904 $180,435 $238,434 $794 $885 $2,370  1.65% 1.99% 4.00%
                    
Trading account assets(7)(8)                            
In U.S. offices $134,334 $147,516 $241,068 $1,785 $1,984 $3,249  5.33% 5.45% 5.42%
In offices outside the U.S.(5)  120,468  108,451  160,687  1,136  967  1,385  3.78  3.62  3.47 
                    
Total $254,802 $255,967 $401,755 $2,921 $2,951 $4,634  4.60% 4.68% 4.64%
                    
Investments(1)                            
In U.S. offices                            
 Taxable $123,181 $121,901 $110,977 $1,674 $1,480 $1,105  5.45% 4.92% 4.00%
 Exempt from U.S. income tax  16,293  14,574  13,089  247  118  138  6.08  3.28  4.24 
In offices outside the U.S.(5)  118,891  106,950  97,456  1,514  1,578  1,305  5.11  5.98  5.39 
                    
Total $258,365 $243,425 $221,522 $3,435 $3,176 $2,548  5.33% 5.29% 4.63%
                    
Loans (net of unearned income)(9)                            
Consumer loans                            
In U.S. offices $306,273 $322,986 $346,975 $5,410 $6,051 $6,976  7.09% 7.60% 8.09%
In offices outside the U.S.(5)  153,352  149,341  182,294  3,236  3,512  4,782  8.46  9.54  10.55 
                    
Total consumer loans $459,625 $472,327 $529,269 $8,646 $9,563 $11,758  7.55% 8.21% 8.94%
                    
Corporate loans                            
In U.S. offices $79,074 $80,482 $75,372 $844 $780 $757  4.28% 3.93% 4.04%
In offices outside the U.S.(5)  117,242  118,906  149,960  2,439  2,512  3,426  8.34  8.57  9.19 
                    
Total corporate loans $196,316 $199,388 $225,332 $3,283 $3,292 $4,183  6.71% 6.70% 7.47%
                    
Total loans $655,941 $671,715 $754,601 $11,929 $12,855 $15,941  7.29% 7.76% 8.50%
                       
Other interest-earning Assets $57,416 $51,631 $92,988 $215 $280 $1,083  1.50% 2.20% 4.68%
                          
Total interest-earning Assets $1,588,059 $1,572,315 $1,771,882 $19,671 $20,583 $27,337  4.97% 5.31% 6.21%
                    
Non-interest-earning assets(7)  262,840  315,573  367,459                   
                          
Total Assets from discontinued operations $19,048 $20,083 $56,520                   
                          
Total assets $1,869,947 $1,907,971 $2,195,861                   
                          

 
 Average Volume Interest Revenue % Average Rate 
In millions of dollars 2nd Qtr.
2010
 1st Qtr.
2010
 2nd Qtr.
2009
 2nd Qtr.
2010
 1st Qtr.
2010
 2nd Qtr.
2009
 2nd Qtr.
2010
 1st Qtr.
2010
 2nd Qtr.
2009
 

Assets

                            

Deposits with banks(5)

 $168,330 $166,378 $168,631 $291 $290 $377  0.69% 0.71% 0.90%
                    

Federal funds sold and securities borrowed or purchased under agreements to resell(6)

                            

In U.S. offices

 $186,283 $160,033 $131,522 $452 $471 $515  0.97% 1.19% 1.57%

In offices outside the U.S.(5)

  83,055  78,052  61,382  329  281  279  1.59  1.46  1.82 
                    

Total

 $269,338 $238,085 $192,904 $781 $752 $794  1.16% 1.28% 1.65%
                    

Trading account assets(7)(8)

                            

In U.S. offices

 $130,475 $131,776 $134,334 $1,019 $1,069 $1,785  3.13% 3.29% 5.33%

In offices outside the U.S.(5)

  149,628  152,403  120,468  992  803  1,136  2.66  2.14  3.78 
                    

Total

 $280,103 $284,179 $254,802 $2,011 $1,872 $2,921  2.88% 2.67% 4.60%
                    

Investments(1)

                            

In U.S. offices

                            
 

Taxable

 $157,621 $150,858 $123,181 $1,301 $1,389 $1,674  3.31% 3.73% 5.45%
 

Exempt from U.S. income tax

  15,305  15,570  16,293  197  173  247  5.16  4.51  6.08 

In offices outside the U.S.(5)

  138,477  144,892  118,891  1,488  1,547  1,514  4.31  4.33  5.11 
                    

Total

 $311,403 $311,320 $258,365 $2,986 $3,109 $3,435  3.85% 4.05% 5.33%
                    

Loans (net of unearned income)(9)

                            

In U.S. offices

 $460,147 $479,384 $385,347 $9,153 $9,511 $6,254  7.98% 8.05% 6.51%

In offices outside the U.S.(5)

  249,353  254,488  270,594  5,074  5,162  5,675  8.16  8.23  8.41 
                    

Total

 $709,500 $733,872 $655,941 $14,227 $14,673 $11,929  8.04% 8.11% 7.29%
                    

Other interest-earning Assets

 $51,519 $45,894 $57,416 $122 $156 $215  0.95% 1.38% 1.50%
                    

Total interest-earning Assets

 $1,790,193 $1,779,728 $1,588,059 $20,418 $20,852 $19,671  4.57% 4.75% 4.97%
                       

Non-interest-earning assets(7)

  226,902  233,344  262,840                   
                          

Total Assets from discontinued operations

     $19,048                   
                          

Total assets

 $2,017,095 $2,013,072 $1,869,947                   
                    

(1)
Interest revenue excludes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $82$149 million, $97$135 million, and $65$82 million for the second quarter of 2009,2010, the first quarter of 2009,2010, and the second 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.

(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 (ASC 210-20-45) FIN 41 (ASC 210-20-45) and Interest revenue excludes the impact of (ASC 210-20-45) FIN 41(ASC 210-20-45).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 of the ICG is reported as a reduction of Interest revenue.Interest revenue and Interest expense on cash collateral positions are reported inTrading account assets andTrading account liabilitieliabilitiess,, respectively.

(9)
Includes cash-basis loans.

Reclassified to conform to the current period's presentation.


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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 2nd Qtr.
2009
 1st Qtr.
2009
 2nd Qtr.
2008
 2nd Qtr.
2009
 1st Qtr.
2009
 2nd Qtr.
2008
 2nd Qtr.
2009
 1st Qtr.
2009
 2nd Qtr.
2008
 
Liabilities                            
Deposits                            
In U. S. offices                            
 Savings deposits(5) $167,713 $164,977 $163,923 $999 $633 $683  2.39% 1.56% 1.68%
 Other time deposits  57,869  61,283  57,911  278  416  614  1.93  2.75  4.26 
In offices outside the U.S.(6)  428,188  408,840  488,304  1,563  1,799  3,785  1.46  1.78  3.12 
                    
Total $653,770 $635,100 $710,138 $2,840 $2,848 $5,082  1.74% 1.82% 2.88%
                    
Federal funds purchased and securities loaned or sold under agreements to repurchase(7)                            
In U.S. offices $133,948 $152,256 $195,879 $288 $316 $1,299  0.86% 0.84% 2.67%
In offices outside the U.S.(6)  74,346  68,184  84,448  643  788  1,648  3.47  4.69  7.85 
                    
Total $208,294 $220,440 $280,327 $931 $1,104 $2,947  1.79% 2.03% 4.23%
                    
Trading account liabilities(8)(9)                            
In U.S. offices $19,592 $20,712 $29,764 $50 $93 $413  1.02% 1.82% 5.58%
In offices outside the U.S.(6)  36,652  31,101  45,054  19  15  37  0.21  0.20  0.33 
                    
Total $56,244 $51,813 $74,818 $69 $108 $450  0.49% 0.85% 2.42%
                    
Short-term borrowings                            
In U.S. offices $136,200 $148,673 $152,356 $209 $367 $814  0.62% 1.00% 2.15%
In offices outside the U.S.(6)  35,299  35,214  59,531  106  96  147  1.20  1.11  0.99 
                    
Total $171,499 $183,887 $211,887 $315 $463 $961  0.74% 1.02% 1.82%
                    
Long-term debt(10)                            
In U.S. offices $296,324 $309,670 $315,686 $2,427 $2,820 $3,454  3.29% 3.69% 4.40%
In offices outside the U.S.(6)  29,318  34,058  37,585  260  314  457  3.56  3.74  4.89 
                    
Total $325,642 $343,728 $353,271 $2,687 $3,134 $3,911  3.31% 3.70% 4.45%
                    
Total interest-bearing liabilities $1,415,449 $1,434,968 $1,630,441 $6,842 $7,657 $13,351  1.94% 2.16% 3.29%
                       
Demand deposits in U.S. offices  25,039  15,383  13,402                   
Other non-interest-bearing liabilities(8)  267,055  300,614  378,465                   
Total liabilities from discontinued operations  12,122  11,698  32,229                   
                          
Total liabilities $1,719,665 $1,762,663 $2,054,537                   
                          
Citigroup equity(11) $148,448 $143,297 $135,010                   
                          
Noncontrolling Interest  1,834  2,011  6,314                   
                          
Total Equity $150,282 $145,308 $141,324                   
                          
Total Liabilities and Equity $1,869,947 $1,907,971 $2,195,861                   
                    
Net interest revenue as a percentage of average interest-earning assets(12)                            
In U.S. offices $944,819 $970,429 $1,036,000 $6,452 $6,643  6,631  2.74% 2.78% 2.57%
In offices outside the U.S.(6)  643,240  601,886  735,882  6,377  6,283  7,355  3.98  4.23  4.02 
                    
Total $1,588,059 $1,572,315 $1,771,882 $12,829 $12,926 $13,986  3.24% 3.33% 3.17%
                    

 
 Average Volume Interest Expense % Average Rate 
In millions of dollars 2nd Qtr.
2010
 1st Qtr.
2010
 2nd Qtr.
2009
 2nd Qtr.
2010
 1st Qtr.
2010
 2nd Qtr.
2009
 2nd Qtr.
2010
 1st Qtr.
2010
 2nd Qtr.
2009
 

Liabilities

                            

Deposits

                            

In U. S. offices

                            
 

Savings deposits(5)

 $186,070 $178,266 $173,168 $461 $458 $999  0.99% 1.04% 2.31%
 

Other time deposits

  48,171  54,391  57,869  100  143  278  0.83  1.07  1.93 

In offices outside the U.S.(6)

  475,562  481,002  428,188  1,475  1,479  1,563  1.24  1.25  1.46 
                    

Total

 $709,803 $713,659 $659,225 $2,036 $2,080 $2,840  1.15% 1.18% 1.73%
                    

Federal funds purchased and securities loaned or sold under agreements to repurchase(7)

                            

In U.S. offices

 $137,610 $120,695 $133,948 $237 $179 $288  0.69% 0.60% 0.86%

In offices outside the U.S.(6)

  100,759  79,447  74,346  560  475  643  2.23  2.42  3.47 
                    

Total

 $238,369 $200,142 $208,294 $797 $654 $931  1.34% 1.33% 1.79%
                    

Trading account liabilities(8)(9)

                            

In U.S. offices

 $39,709 $32,642 $19,592 $88 $44 $50  0.89% 0.55% 1.02%

In offices outside the U.S.(6)

  43,528  46,905  36,652  18  19  19  0.17  0.16  0.21 
                    

Total

 $83,237 $79,547 $56,244 $106 $63 $69  0.51% 0.32% 0.49%
                    

Short-term borrowings

                            

In U.S. offices

 $122,260 $152,785 $136,200 $181 $204 $209  0.59% 0.54% 0.62%

In offices outside the U.S.(6)

  33,630  27,659  35,299  34  72  106  0.41  1.06  1.20 
                    

Total

 $155,890 $180,444 $171,499 $215 $276 $315  0.55% 0.62% 0.74%
                    

Long-term debt(10)

                            

In U.S. offices

 $391,524 $397,113 $296,324 $3,011 $3,005 $2,427  3.08% 3.07% 3.29%

In offices outside the U.S.(6)

  23,369  25,955  29,318  214  213�� 260  3.67  3.33  3.56 
                    

Total

 $414,893 $423,068 $325,642 $3,225 $3,218 $2,687  3.12% 3.08% 3.31%
                    

Total interest-bearing liabilities

 $1,602,192 $1,596,860 $1,420,904 $6,379 $6,291 $6,842  1.60% 1.60% 1.93%
                       

Demand deposits in U.S. offices

  14,986  16,675  19,584                   

Other non-interest-bearing liabilities(8)

  243,892  247,365  267,055                   

Total liabilities from discontinued operations

      12,122                   
                          

Total liabilities

 $1,861,070 $1,860,900 $1,719,665                   
                          

Citigroup equity(11)

 $153,798 $149,993 $148,448                   
                          

Noncontrolling Interest

 $2,227 $2,179  1,834                   
                          

Total Equity

 $156,025 $152,172 $150,282                   
                          

Total Liabilities and Equity

 $2,017,095 $2,013,072 $1,869,947                   
                    

Net interest revenue as a percentage of average interest-earning assets(12)

                            

In U.S. offices

  1,087,675 $1,080,673 $944,819  8,136 $8,660 $6,452  3.00% 3.25% 2.74%

In offices outside the U.S.(6)

  702,518  699,055  643,240  5,903  5,901  6,377  3.37% 3.42  3.98 
                    

Total

 $1,790,193 $1,779,728 $1,588,059 $14,039 $14,561 $12,829  3.15% 3.32% 3.24%
                    

(1)
Interest revenue excludes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $82$149 million, $97$135 million, and $65$82 million for the second quarter of 2009,2010, the first quarter of 2009,2010, and the second 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.

(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 fees and charges of $242 million, $223 million and $670 million for three months ended June 30, 2010, March 31, 2010 and June 30, 2009, respectively. Additionally, the second quarter of 2009 interest expense includes the one-time FDIC special assessment of $333 million.

(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 (ASC 210-20-45) FIN 41(ASC 210-20-45) and41and Interest expense excludes the impact of (ASC 210-20-45) FIN 41(ASC 210-20-45).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 of the ICG 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 as long-termLong-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 Corporate Treasury to CitiCapital operations is excluded from this line.Transactions.

(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


AVERAGE BALANCES AND INTEREST RATES—ASSETS(1)(2)(3)(4)

 
 Average Volume Interest Revenue % Average Rate 
In millions of dollars Six Months
2009
 Six Months
2008
 Six Months
2009
 Six Months
2008
 Six Months
2009
 Six Months
2008
 
Assets                   
Deposits with banks(5) $168,887 $61,952 $813 $1,537  0.97% 4.99%
              
Federal funds sold and securities borrowed or purchased under agreements to resell(6)                   
In U.S. offices $129,763 $180,046 $1,065 $3,072  1.66% 3.43%
In offices outside the U.S.(5)  56,907  78,460  614  2,464  2.18  6.32 
              
Total $186,670 $258,506 $1,679 $5,536  1.81% 4.31%
              
Trading account assets(7)(8)                   
In U.S. offices $140,925 $247,612 $3,769 $6,883  5.39% 5.59%
In offices outside the U.S.(5)  114,460  166,454  2,103  2,542  3.71  3.07 
              
Total $255,385 $414,066 $5,872 $9,425  4.64% 4.58%
              
Investments(1)                   
In U.S. offices                   
 Taxable $122,541 $107,726 $3,154 $2,284  5.19% 4.26%
 Exempt from U.S. income tax  15,434  13,060  365  297  4.77  4.57 
In offices outside the U.S.(5)  112,921  98,609  3,092  2,654  5.52  5.41 
              
Total $250,896 $219,395 $6,611 $5,235  5.31% 4.80%
              
Loans (net of unearned income)(9)                   
Consumer loans                   
In U.S. offices $314,630 $349,900 $11,461 $14,158  7.35% 8.14%
In offices outside the U.S.(5)  151,347  180,186  6,748  9,420  8.99  10.51 
              
Total consumer loans $465,977 $530,086 $18,209 $23,578  7.88% 8.94%
              
Corporate loans                   
In U.S. offices $79,778 $75,778 $1,624 $1,751  4.11% 4.65%
In offices outside the U.S.(5)  118,074  153,034  4,951  7,026  8.46  9.23 
              
Total corporate loans $197,852 $228,812 $6,575 $8,777  6.70% 7.71%
              
Total loans $663,829 $758,898 $24,784 $32,355  7.53% 8.57%
              
Other interest-earning assets $54,524 $105,473 $495 $2,410  1.83% 4.59%
              
Total interest-earning assets $1,580,191 $1,818,290 $40,254 $56,498  5.14% 6.25%
                
Non-interest-earning assets(7)  289,207  384,383             
Total assets from discontinued operations  19,566  57,945             
                  
Total assets $1,888,964 $2,260,618             
                  

 
 Average Volume Interest Revenue % Average Rate 
In millions of dollars Six Months
2010
 Six Months
2009
 Six Months
2010
 Six Months
2009
 Six Months
2010
 Six Months
2009
 

Assets

                   

Deposits with banks(5)

 $167,354 $168,887 $581 $813  0.70% 0.97%
              

Federal funds sold and securities borrowed or purchased under agreements to resell(6)

                   

In U.S. offices

 $173,158 $129,763 $923 $1,065  1.07% 1.66%

In offices outside the U.S.(5)

  80,554  56,907  610  614  1.53  2.18 
              

Total

 $253,712 $186,670 $1,533 $1,679  1.22% 1.81%
              

Trading account assets(7)(8)

                   

In U.S. offices

 $131,126 $140,925 $2,088 $3,769  3.21% 5.39%

In offices outside the U.S.(5)

  151,015  114,460  1,795  2,103  2.40  3.71 
              

Total

 $282,141 $255,385 $3,883 $5,872  2.78% 4.64%
              

Investments(1)

                   

In U.S. offices

                   
 

Taxable

 $154,239 $122,541 $2,690 $3,154  3.52% 5.19%
 

Exempt from U.S. income tax

  15,438  15,434  370  365  4.83  4.77 

In offices outside the U.S.(5)

  141,685  112,921  3,035  3,092  4.32  5.52 
              

Total

 $311,362 $250,896 $6,095 $6,611  3.95% 5.31%
              

Loans (net of unearned income)(9)

                   

In U.S. offices

 $469,765 $394,408 $18,663 $13,085  8.01% 6.69%

In offices outside the U.S.(5)

  251,921  269,421  10,237  11,699  8.19  8.76 
              

Total

 $721,686 $663,829 $28,900 $24,784  8.08% 7.53%
              

Other interest-earning assets

 $48,707 $54,524 $278 $495  1.15% 1.83%
              

Total interest-earning assets

 $1,784,962 $1,580,191 $41,270 $40,254  4.66% 5.14%
                

Non-interest-earning assets(7)

  230,122  289,207             

Total assets from discontinued operations

    19,566             
                  

Total assets

 $2,015,084 $1,888,964             
              

(1)
Interest revenue excludes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $179$284 million and $113$179 million for the first six months of 20092010 and 2008,2009, respectively.

(2)
Interest rates and amounts include the effects of risk management activities associated with the respective asset and liability categories.

(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 (ASC 210-20-45) FIN 41(ASC 210-20-45)41 and interest revenue excludes the impact of (ASC 210-20-45) FIN 41(ASC 210-20-45).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 of theICG is reported as a reduction ofInterest revenue.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 Six Months
2009
 Six Months
2008
 Six Months
2009
 Six Months
2008
 Six Months
2009
 Six Months
2008
 
Liabilities                   
Deposits                   
In U. S. offices                   
 Savings deposits(5) $166,345 $164,434 $1,632 $1,723  1.98% 2.11%
 Other time deposits  59,576  61,352  694  1,391  2.35  4.56 
In offices outside the U.S.(6)  418,514  497,266  3,362  8,162  1.62  3.30 
              
Total $644,435 $723,052 $5,688 $11,276  1.78% 3.14%
              
Federal funds purchased and securities loaned or sold under agreements to repurchase(7)                   
In U.S. offices $143,102 $202,879 $604 $3,334  0.85% 3.30%
In offices outside the U.S.(6)  71,265  101,132  1,431  3,504  4.05  6.97 
              
Total $214,367 $304,011 $2,035 $6,838  1.91% 4.52%
              
Trading account liabilities(8)(9)                   
In U.S. offices $20,152 $33,739 $143 $683  1.43% 4.07%
In offices outside the U.S.(6)  33,877  48,673  34  96  0.20  0.40 
              
Total $54,029 $82,412 $177 $779  0.66% 1.90%
              
Short-term borrowings                   
In U.S. offices $142,437 $159,988 $576 $1,966  0.82% 2.47%
In offices outside the U.S.(6)  35,257  58,909  202  343  1.16  1.17 
              
Total $177,694 $218,897 $778 $2,309  0.88% 2.12%
              
Long-term debt(10)                   
In U.S. offices $302,997 $307,517 $5,247 $7,285  3.49% 4.76%
In offices outside the U.S.(6)  31,688  38,641  574  937  3.65  4.88 
              
Total $334,685 $346,158 $5,821 $8,222  3.51% 4.78%
              
Total interest-bearing liabilities $1,425,210 $1,674,530 $14,499 $29,424  2.05% 3.53%
                
Demand deposits in U.S. offices  20,214  13,180             
Other non-interest bearing liabilities(8)  283,835  405,821             
Total liabilities from discontinued operations  11,910  31,285             
                  
Total liabilities $1,741,169 $2,124,816             
                  
Total Citigroup equity(11) $145,873 $130,983             
Noncontrolling interest  1,922  4,819             
                  
Total Equity $147,795 $135,802             
                  
Total liabilities and stockholders' equity $1,888,964 $2,260,618             
              
Net interest revenue as a percentage of average interest-earning assets(12)                   
In U.S. offices $957,624 $1,050,297 $13,095 $12,763  2.76% 2.44%
In offices outside the U.S.(6)  622,567  767,993  12,660  14,311  4.10  3.75 
              
Total $1,580,191 $1,818,290 $25,755 $27,074  3.29% 2.99%
              

 
 Average Volume Interest Expense % Average Rate 
In millions of dollars Six Months
2010
 Six Months
2009
 Six Months
2010
 Six Months
2009
 Six Months
2010
 Six Months
2009
 

Liabilities

                   

Deposits

                   

In U. S. offices

                   
 

Savings deposits(5)

 $182,168 $169,073 $919 $1,632  1.02% 1.95%
 

Other time deposits

  51,281  59,576  243  694  0.96  2.35 

In offices outside the U.S.(6)

  478,282  418,514  2,954  3,362  1.25  1.62 
              

Total

 $711,731 $647,163 $4,116 $5,688  1.17% 1.77%
              

Federal funds purchased and securities loaned or sold under agreements to repurchase(7)

                   

In U.S. offices

 $129,153 $143,102 $416 $604  0.65% 0.85%

In offices outside the U.S.(6)

  90,103  71,265  1,035  1,431  2.32  4.05 
              

Total

 $219,256 $214,367 $1,451 $2,035  1.33% 1.91%
              

Trading account liabilities(8)(9)

                   

In U.S. offices

 $36,176 $20,152 $132 $143  0.74% 1.43%

In offices outside the U.S.(6)

  45,216  33,877  37  34  0.17  0.20 
              

Total

 $81,392 $54,029 $169 $177  0.42% 0.66%
              

Short-term borrowings

                   

In U.S. offices

 $137,522 $142,437 $385 $576  0.56% 0.82%

In offices outside the U.S.(6)

  30,645  35,257  106  202  0.70  1.16 
              

Total

 $168,167 $177,694 $491 $778  0.59% 0.88%
              

Long-term debt(10)

                   

In U.S. offices

 $394,318 $302,997 $6,016 $5,247  3.08% 3.49%

In offices outside the U.S.(6)

  24,662  31,688  427  574  3.49  3.65 
              

Total

 $418,980 $334,685  6,443 $5,821  3.10% 3.51%
              

Total interest-bearing liabilities

 $1,599,526 $1,427,938  12,670 $14,499  1.60% 2.05%
                

Demand deposits in U.S. offices

  15,831  17,486             

Other non-interest bearing liabilities(8)

  245,629  283,835             

Total liabilities from discontinued operations

    11,910             
                  

Total liabilities

 $1,860,986 $1,741,169             
                  

Total Citigroup equity(11)

 $151,895 $145,873             

Noncontrolling interest

  2,203  1,922             
                  

Total Equity

 $154,098 $147,795             
                  

Total liabilities and stockholders' equity

 $2,015,084 $1,888,964             
              

Net interest revenue as a percentage of average interest-earning assets(12)

                   

In U.S. offices

 $1,084,175 $957,624 $16,796 $13,095  3.12% 2.76%

In offices outside the U.S.(6)

  700,787  622,567  11,804  12,660  3.40% 4.10 
              

Total

 $1,784,962 $1,580,191 $28,600 $25,755  3.23% 3.29%
              

(1)
Interest revenue excludes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $179$284 million and $133$179 million for the first six months of 20092010 and 2008,2009, respectively.

(2)
Interest rates and amounts include the effects of risk management activities associated with the respective asset and liability categories.

(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 fees and charges of $465 million and $969 million for the six months ended June 30, 2010 and June 30, 2009, respectively. Additionally, the second quarter of 2009 interest expense includes the one-time FDIC special assessment of $333 million.

(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 (ASC 210-20-45) FIN 41(ASC 210-20-45)41 and interest expense excludes the impact of (ASC 210-20-45) FIN 41(ASC 210-20-45).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 of the ICG is reported as a reduction ofInterest revenue.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 as long-termLong-term debt as these obligations are accounted for at fair value with changes recorded inPrincipal Transactions.Transactions. In addition, the majority of the funding provided by Corporate 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)

 
 2nd Qtr. 2009 vs. 1st Qtr. 2009 2nd Qtr. 2009 vs. 2nd 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) $(1)$(58)$(59)$579 $(963)$(384)
              
Federal funds sold and securities borrowed or purchased under agreements to resell                   
In U.S. offices $15 $(50)$(35)$(307)$(504)$(811)
In offices outside the U.S.(4)  51  (107) (56) 96  (861) (765)
              
Total $66 $(157)$(91)$(211)$(1,365)$(1,576)
              
Trading account assets(5)                   
In U.S. offices $(175)$(24)$(199)$(1,419)$(45)$(1,464)
In offices outside the U.S.(4)  111  58  169  (370) 121  (249)
              
Total $(64)$34 $(30)$(1,789)$76 $(1,713)
              
Investments(1)                   
In U.S. offices $36 $287 $323 $169 $509 $678 
In offices outside the U.S.(4)  165  (229) (64) 275  (66) 209 
              
Total $201 $58 $259 $444 $443 $887 
              
Loans—consumer                   
In U.S. offices $(305)$(336)$(641)$(769)$(797)$(1,566)
In offices outside the U.S.(4)  93  (369) (276) (693) (853) (1,546)
              
Total $(212)$(705)$(917)$(1,462)$(1,650)$(3,112)
              
Loans—corporate                   
In U.S. offices $(14)$78 $64 $38 $49 $87 
In offices outside the U.S.(4)  (35) (38) (73) (700) (287) (987)
              
Total $(49)$40 $(9)$(662)$(238)$(900)
              
Total loans $(261)$(665)$(926)$(2,124)$(1,888)$(4,012)
              
Other interest-earning assets $29 $(94)$(65)$(313)$(555)$(868)
              
Total interest revenue $(30)$(882)$(912)$(3,414)$(4,252)$(7,666)
              

 
 2nd Qtr. 2010 vs. 1st Qtr. 2010 2nd Qtr. 2010 vs. 2nd 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)

 $3 $(2)$1 $(1)$(85)$(86)
              

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

                   

In U.S. offices

 $71 $(90)$(19)$172 $(235)$(63)

In offices outside the U.S.(4)

  19  29  48  89  (39) 50 
              

Total

 $90 $(61)$29 $261 $(274)$(13)
              

Trading account assets(5)

                   

In U.S. offices

 $(10)$(40)$(50)$(50)$(716)$(766)

In offices outside the U.S.(4)

  (15) 204  189  238  (382) (144)
              

Total

 $(25)$164 $139 $188 $(1,098)$(910)
              

Investments(1)

                   

In U.S. offices

 $59 $(123)$(64)$394 $(817)$(423)

In offices outside the U.S.(4)

  (69) 10  (59) 229  (255) (26)
              

Total

 $(10)$(113)$(123)$623 $(1,072)$(449)
              

Loans (net of unearned income)(6)

                   

In U.S. offices

 $(383)$25 $(358)$1,341 $1,558 $2,899 

In offices outside the U.S.(4)

  (104) 16  (88) (436) (165) (601)
              

Total

 $(487)$41 $(446) 905 $1,393 $2,298 
              

Other interest-earning assets

 $17 $(51)$(34)$(20)$(73)$(93)
              

Total interest revenue

 $(412)$(22)$(434)$1,956 $(1,209)$747 
              

(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 liabilitiesofICGis reported as a reduction ofInterest revenue.revenue. Interest revenue and Interest expense on cash collateral positions are reported inTrading account assetsandTrading account liabilities, respectively.

(6)
Includes cash-basis loans.

Table of Contents


ANALYSIS OF CHANGES IN INTEREST EXPENSE AND NET INTEREST REVENUE(1)(2)(3)

 
 2nd Qtr. 2009 vs. 1st Qtr. 2009 2nd Qtr. 2009 vs. 2nd 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 $(3)$231 $228 $22 $(42)$(20)
In offices outside the U.S.(4)  82  (318) (236) (420) (1,802) (2,222)
              
Total $79 $(87)$(8)$(398)$(1,844)$(2,242)
              
Federal funds purchased and securities loaned or sold under agreements to repurchase                   
In U.S. offices $(39)$11 $(28)$(322)$(689)$(1,011)
In offices outside the U.S.(4)  66  (211) (145) (178) (827) (1,005)
              
Total $27 $(200)$(173)$(500)$(1,516)$(2,016)
              
Trading account liabilities(5)                   
In U.S. offices $(5)$(38)$(43)$(107)$(256)$(363)
In offices outside the U.S.(4)  3  1  4  (6) (12) (18)
              
Total $(2)$(37)$(39)$(113)$(268)$(381)
              
Short-term borrowings                   
In U.S. offices $(28)$(130)$(158)$(78)$(527)$(605)
In offices outside the U.S.(4)    10  10  (69) 28  (41)
              
Total $(28)$(120)$(148)$(147)$(499)$(646)
              
Long-term debt                   
In U.S. offices $(118)$(275)$(393)$(201)$(826)$(1,027)
In offices outside the U.S.(4)  (42) (12) (54) (89) (108) (197)
              
Total $(160)$(287)$(447)$(290)$(934)$(1,224)
              
Total interest expense $(84)$(731)$(815)$(1,448)$(5,061)$(6,509)
              
Net interest revenue $54 $(151)$(97)$(1,966)$809 $(1,157)
              

 
 2nd Qtr. 2010 vs. 1st Qtr. 2010 2nd Qtr. 2010 vs. 2nd 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

 $4 $(44)$(40)$17 $(733) (716)

In offices outside the U.S.(4)

  (17) 13  (4) 162  (250) (88)
              

Total

 $(13)$(31)$(44)$179 $(983) (804)
              

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

                   

In U.S. offices

 $27 $31 $58 $8 $(59) (51)

In offices outside the U.S.(4)

  120  (35) 85  188  (271) (83)
              

Total

 $147 $(4)$143 $196 $(330) (134)
              

Trading account liabilities(5)

                   

In U.S. offices

 $11 $33 $44 $45 $(7) 38 

In offices outside the U.S.(4)

  (1)   (1) 3  (4) (1)
              

Total

 $10 $33 $43 $48 $(11) 37 
              

Short-term borrowings

                   

In U.S. offices

 $(44)$21 $(23)$(21)$(7) (28)

In offices outside the U.S.(4)

  13  (51) (38) (5) (67) (72)
              

Total

 $(31)$(30)$(61)$(26)$(74) (100)
              

Long-term debt

                   

In U.S. offices

 $(43)$49 $6 $740 $(156) 584 

In offices outside the U.S.(4)

  (22) 23  1  (54) 8  (46)
              

Total

 $(65)$72 $7 $686 $(148) 538 
              

Total interest expense

 $48 $40 $88 $1,083 $(1,546) (463)
              

Net interest revenue

 $(460)$(62)$(522)$873 $337  1,210 
              

(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 liabilitiesofICGis reported as a reduction ofInterest revenue.revenue. Interest revenue and Interest expense on cash collateral positions are reported inTrading account assetsandTrading account liabilities, respectively.

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ANALYSIS OF CHANGES IN INTEREST REVENUE, INTEREST EXPENSE, AND NET INTEREST REVENUE(1)(2)(3)

 
 Six Months 2009 vs. Six Months 2008 
 
 Increase (Decrease)
Due to Change in:
  
 
In millions of dollars Average Volume Average Rate Net
Change(2)
 
Deposits at interest with banks(4) $1,195 $(1,919)$(724)
        
Federal funds sold and securities borrowed or purchased under agreements to resell          
In U.S. offices $(702)$(1,305)$(2,007)
In offices outside the U.S.(4)  (546) (1,304) (1,850)
        
Total $(1,248)$(2,609)$(3,857)
        
Trading account assets(5)          
In U.S. offices $(2,862)$(252)$(3,114)
In offices outside the U.S.(4)  (892) 453  (439)
        
Total $(3,754)$201 $(3,553)
        
Investments(1)          
In U.S. offices $397 $541 $938 
In offices outside the U.S.(4)  392  46  438 
        
Total $789 $587 $1,376 
        
Loans—consumer          
In U.S. offices $(1,356)$(1,341)$(2,697)
In offices outside the U.S.(4)  (1,392) (1,280) (2,672)
        
Total $(2,748)$(2,621)$(5,369)
        
Loans—corporate          
In U.S. offices $89 $(216)$(127)
In offices outside the U.S.(4)  (1,504) (571) (2,075)
        
Total $(1,415)$(787)$(2,202)
        
Total loans $(4,163)$(3,408)$(7,571)
        
Other interest-earning assets $(852)$(1,063)$(1,915)
        
Total interest revenue $(8,033)$(8,211)$(16,244)
        
Deposits          
In U.S. offices $2 $(790)$(788)
In offices outside the U.S.(4)  (1,136) (3,664) (4,800)
        
Total $(1,134)$(4,454)$(5,588)
        
Federal funds purchased and securities loaned or sold under agreements to repurchase          
In U.S. offices $(775)$(1,955)$(2,730)
In offices outside the U.S.(4)  (855) (1,218) (2,073)
        
Total $(1,630)$(3,173)$(4,803)
        
Trading account liabilities(5)          
In U.S. offices $(207)$(333)$(540)
In offices outside the U.S.(4)  (24) (38) (62)
        
Total $(231)$(371)$(602)
        
Short-term borrowings          
In U.S. offices $(195)$(1,195)$(1,390)
In offices outside the U.S.(4)  (136) (5) (141)
        
Total $(331)$(1,200)$(1,531)
        
Long-term debt          
In U.S. offices $(106)$(1,932)$(2,038)
In offices outside the U.S.(4)  (151) (212) (363)
        
Total $(257)$(2,144)$(2,401)
        
Total interest expense $(3,583)$(11,342)$(14,925)
        
Net interest revenue $(4,450)$3,131 $(1,319)
        

 
 Six Months 2010 vs. Six Months 2009 
 
 Increase (Decrease)
Due to Change in:
  
 
In millions of dollars Average
Volume
 Average
Rate
 Net
Change(2)
 

Deposits at interest with banks(4)

 $(7)$(225)$(232)
        

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

          

In U.S. offices

 $295 $(437)$(142)

In offices outside the U.S.(4)

  211  (215) (4)
        

Total

 $506 $(652)$(146)
        

Trading account assets(5)

          

In U.S. offices

 $(247)$(1,434)$(1,681)

In offices outside the U.S.(4)

  559  (867) (308)
        

Total

 $312 $(2,301)$(1,989)
        

Investments(1)

          

In U.S. offices

 $704 $(1,163)$(459)

In offices outside the U.S.(4)

  695  (752) (57)
        

Total

 $1,399 $(1,915)$(516)
        

Loans (net of unearned income)(6)

          

In U.S. offices

 $2,743 $2,836 $5,579 

In offices outside the U.S.(4)

  (735) (727) (1,462)
        

Total

 $2,008 $2,109 $4,117 
        

Other interest-earning assets

 $(48)$(169)$(217)
        

Total interest revenue

 $4,170 $(3,153)$1,017 
        

Deposits

          

In U.S. offices

 $48 $(1,212)$(1,164)

In offices outside the U.S.(4)

  438  (846) (408)
        

Total

 $486 $(2,058)$(1,572)
        

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

          

In U.S. offices

 $(55)$(133)$(188)

In offices outside the U.S.(4)

  317  (712) (395)
        

Total

 $262 $(845)$(583)
        

Trading account liabilities(5)

          

In U.S. offices

 $79 $(90)$(11)

In offices outside the U.S.(4)

  10  (7) 3 
        

Total

 $89 $(97)$(8)
        

Short-term borrowings

          

In U.S. offices

 $(19)$(172)$(191)

In offices outside the U.S.(4)

  (24) (72) (96)
        

Total

 $(43)$(244)$(287)
        

Long-term debt

          

In U.S. offices

 $1,447 $(678)$769 

In offices outside the U.S.(4)

  (123) (24) (147)
        

Total

 $1,324 $(702)$622 
        

Total interest expense

 $2,118 $(3,946)$(1,828)
        

Net interest revenue

 $2,052 $793 $2,845 
        

(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 liabilitiesof the ICGis reported as a reduction ofInterest revenue.revenue. Interest revenue and Interest expense on cash collateral positions are reported inTrading account assetsandTrading account liabilities, respectively.

(6)
Includes cash-basis loans.

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 June 30, 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

 $10.8 $11.3 $12.1 $34.2 $26.0 $2.6 $36.8 $62.4 $33.0 $68.5 

Germany

  13.7  6.5  6.1  26.3  21.9  6.8  33.1  62.8  30.2  53.1 

India

  1.8  0.4  6.2  8.4  6.0  17.1  25.5  1.9  24.9  1.8 

Cayman Islands

  0.3  0.7  20.6  21.6  20.9    21.6  4.7  18.0  6.1 

United Kingdom

  10.9  1.0  8.0  19.9  17.8    19.9  142.5  17.1  138.5 

South Korea

  1.7  0.4  2.9  5.0  4.8  11.4  16.4  15.1  17.4  14.4 

Mexico

  2.0  1.2  3.7  6.9  4.4  8.4  15.3  21.7  12.8  21.2 

Netherlands

  4.6  2.7  8.0  15.3  9.7    15.3  45.2  20.3  65.5 

Italy

  1.1  9.4  2.4  12.9  11.2  0.9  13.8  16.4  21.7  21.2 

Venezuelan Operations

        In 2003, the Venezuelan government enacted currency restrictions that have restricted Citigroup's ability to obtain U.S. dollars in Venezuela at the official foreign currency rate. In May 2010, the government enacted new laws that have closed the parallel foreign exchange market and established a new foreign exchange market. Citigroup does not have access to U.S. dollars in this new market. Citigroup uses the official rate to re-measure the foreign currency transactions in the financial statements of its Venezuelan operations, which have U.S. dollar functional currencies, into U.S. dollars. At June 30, 2010, Citigroup had net monetary assets in its Venezuelan operations denominated in bolivars of approximately $200 million.


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 potential further uses of capital, particularly to pay dividends and repurchase common stock, became severely restricted during the latter half of 2008 and during 2009, to date, as explained more fully in the Company's 2008 Annual Report on Form 10-K, its Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, and as discussed in this MD&A.

        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.

        Certain of the capital measures discussed in this section, including Tier 1 Common, Tangible Common Equity (TCE) and related ratios, are non-GAAP financial measures.        See "Components of Capital Under Regulatory Guidelines" and "Tangible Common Equity" below for additional information on these measures, including a reconciliation of these measures to the most directly comparable GAAP measures.

Exchange Offers

        Upon completion of the public and private exchange offers (see "Events in 2009—Public and Private Exchange Offers" above), an aggregate of approximately $58 billion in aggregate liquidation value of outstanding preferred stock and trust preferred securities, including an aggregate $25 billion liquidation value of preferred stock held by the UST, was exchanged for Citigroup common stock and/or interim securities convertible into Citi common stock. In addition, an additional approximately $27.1 billion in aggregate liquidation value of preferred stock held by the USG was exchanged for newly issued 8% trust preferred securities. As a result of these exchanges, Citigroup's Tier 1 Common will increase by approximately $64 billion and its Tier 1 Common ratio will increase to approximately 9%, each based on June 30, 2009 levels. In addition, the Company's TCE will increase by approximately $60 billion to approximately $100 billion. See "Events in 2009—Public and Private Exchange Offers" and "Subsequent Events" above for an additional discussion of the capital impact of the exchange offers on Citi.

        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 adopted regarding off-balance sheet assets, consolidation and sale treatment will have an incremental impact on Citi's capital ratios. For more information on this, see Note 1 "Future Application of Accounting Standards" and 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 a limited portion of the allowance for credit losses. Both measures of capital adequacy are stated as a percentage of risk-weighted assets.

        In 2009, the U.S. banking regulators developed a new measure of capital termed "Tier 1 Common," which is 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 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 current 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 Ratioratio of at least 3%, and not be subject to an FRBa Federal Reserve Board directive to maintain higher capital levels. As noted in the table below, Citigroup was "well capitalized" under these federal bank regulatory agency definitions as of June 30, 2009 and December 31, 2008.

        In addition, in conjunction with the conclusion of the Supervisory Capital Assessment Program (SCAP), the results of which were released by the USG on May 7, 2009, the banking regulators developed a new measure of capital called Tier 1 Common defined as Tier 1 Capital less non-common elements including qualifying perpetual preferred stock, qualifying noncontrolling interests in subsidiaries and qualifying mandatorily redeemable securities of subsidiary trusts.

The following table sets forth Citigroup's regulatory capital ratios as of June 30, 20092010 and December 31, 2008.2009, respectively.


Table of Contents

Citigroup Regulatory Capital Ratios

 
 Jun. 30,
2009
 Dec. 31,
2008
 

Tier 1 Common

  2.75% 2.30%

Tier 1 Capital

  12.74  11.92 

Total Capital (Tier 1 and Tier 2)

  16.62  15.70 

Leverage(1)

  6.92  6.08 
      


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

 
 Jun. 30,
2010
 Dec. 31,
2009
 

Tier 1 Common

  9.71% 9.60%

Tier 1 Capital

  11.99  11.67 

Total Capital (Tier 1 Capital + Tier 2 Capital)

  15.59  15.25 

Leverage

  6.31  6.87 
      

Table        As noted in the table above, Citigroup was "well capitalized" under the federal bank regulatory agency definitions as of ContentsJune 30, 2010 and December 31, 2009.

Components of Capital Under Regulatory Guidelines

In millions of dollars Jun. 30,
2009
 Dec. 31,
2008(1)
 
Tier 1 Common       
Citigroup common stockholders' equity $78,001 $70,966 
Less: Net unrealized losses on securities available-for-sale, net of tax(2)  (7,055) (9,647)
Less: Accumulated net losses on cash flow hedges, net of tax  (3,665) (5,189)
Less: Pension liability adjustment, net of tax(3)  (2,611) (2,615)
Less: Cumulative effect included in fair value of financial liabilities attributable to the change in own credit worthiness, net of tax(4)  2,496  3,391 
Less: Disallowed deferred tax assets(5)  24,448  23,520 
Less: Intangible assets:       
 Goodwill(6)  26,111  27,132 
 Other disallowed intangible assets(6)  10,023  10,607 
Other  (893) (840)
      
Total Tier 1 Common $27,361 $22,927 
      
Qualifying perpetual preferred stock $74,301 $70,664 
Qualifying mandatorily redeemable securities of subsidiary trusts  24,034  23,899 
Qualifying noncontrolling interests  1,082  1,268 
      
Total Tier 1 Capital $126,778 $118,758 
      
Tier 2 Capital       
Allowance for credit losses(7) $12,769 $12,806 
Qualifying subordinated debt(8)  25,208  24,791 
Net unrealized pretax gains on available-for- sale equity securities(2)  669  43 
      
Total Tier 2 Capital $38,646 $37,640 
      
Total Capital (Tier 1 and Tier 2) $165,424 $156,398 
      
Risk-Weighted Assets(9) $995,414 $996,247 
      

In millions of dollars June 30,
2010
 December 31,
2009
 

Tier 1 Common

       

Citigroup common stockholders' equity

 $154,494 $152,388 

Less: Net unrealized losses on securities available-for-sale, net of tax(1)

  (2,259) (4,347)

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

  (3,184) (3,182)

Less: Pension liability adjustment, net of tax(2)

  (3,465) (3,461)

Less: Cumulative effect included in fair value of financial liabilities attributable to the change in own credit worthiness, net of tax(3)

  973  760 

Less: Disallowed deferred tax assets(4)

  31,493  26,044 

Less: Intangible assets:

       
 

Goodwill

  25,213  25,392 
 

Other disallowed intangible assets

  5,393  5,899 

Other

  (776) (788)
      

Total Tier 1 Common

 $99,554 $104,495 
      

Qualifying perpetual preferred stock

 $312 $312 

Qualifying mandatorily redeemable securities of subsidiary trusts

  20,091  19,217 

Qualifying noncontrolling interests

  1,077  1,135 

Other

  1,875  1,875 
      

Total Tier 1 Capital

 $122,909 $127,034 
      

Tier 2 Capital

       

Allowance for credit losses(5)

 $13,275 $13,934 

Qualifying subordinated debt(6)

  22,825  24,242 

Net unrealized pretax gains on available-for-sale equity securities(1)

  743  773 
      

Total Tier 2 Capital

 $36,843 $38,949 
      

Total Capital (Tier 1 Capital and Tier 2 Capital)

 $159,752 $165,983 
      

Risk-weighted assets(7)

 $1,024,929 $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 pretax net unrealized pretax gains on available-for-sale equity securities with readily determinable fair values.

(3)(2)
The FRBFederal Reserve Board granted interim capital relief for the impact of adoptingASC 715-20,Compensation—Retirement Benefits—Defined Benefits Plans (formerly SFAS 158 (ASC 715-20-65)158).

(4)(3)
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)(4)
Of the Company'sCiti's approximately $42$49.9 billion of net deferred tax assets at June 30, 2009,2010, approximately $13$15.1 billion of such assets were includable without limitation in regulatory capital pursuant to risk-based capital guidelines, while approximately $24$31.5 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$3.3 billion of other net deferred tax assets at June 30, 2009 primarily represented theapproximately $1.2 billion of deferred tax effects of unrealized gains and losses on available-for-sale debt securities and approximately $2.1 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)
Includes goodwill/intangible assets of discontinued operations held for sale.

(7)(5)
Includable up to 1.25% of risk-weighted assets. Any excess allowance for credit losses is deducted in arriving at risk-weighted assets.

(8)(6)
Includes qualifying subordinated debt in an amount not exceeding 50% of Tier 1 Capital.

(9)(7)
Includes risk-weighted credit equivalent amounts, net of applicable bilateral netting agreements, of $76.9$59.8 billion for interest rate, commodity, and equity derivative contracts, foreign-exchangeforeign exchange contracts, and credit derivatives as of June 30, 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 $78.2$63.6 billion at June 30, 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.

Recent Actions Impacting Citigroup's Risk-Weighted Assets

        All three of Citigroups's primary credit card securitization trusts—Master Trust, Omni Trust and Broadway Trust—had bonds placed on ratings watch with negative implications by rating agencies during the first and second quarters of 2009. As a result of the ratings watch status, certain actions were taken by Citi with respect to each of the trusts. In general, the actions subordinated certain senior interests in the trust assets that were retained by Citi, which effectively placed these interests below investor interests in terms of priority of payment.

        With respect to the Master Trust, in the first quarter of 2009, Citi subordinated a portion of its "seller's interest", which represents a senior interest in trust receivables, thus making those cash flows available to pay investor coupon each month. In addition, during the second quarter of 2009, a subordinated note with a $3 billion principal amount was issued by the Master Trust and retained by Citibank (South Dakota), N.A., in order to provide additional credit support for the senior note classes. The note is classified as a held-to-maturity investment security.

        With respect to the Omni Trust, in the second quarter of 2009, subordinated notes with a principal amount of $2 billion were issued by the trust and retained by Citibank (South Dakota), N.A., in order to provide additional credit support for the senior note classes. The notes are classified as Trading account assets. These notes are in addition to a $265 million subordinated note issued by Omni Trust and retained by Citibank (South Dakota), N.A. in the fourth quarter of 2008 for the same purpose of providing additional credit support for senior noteholders.

        With respect to the Broadway Trust, subordinated notes with a principal amount of $82 million were issued by the trust and retained by Citibank, N.A., in order to provide additional credit support for the senior note classes. The notes are classified as Trading account assets.

        As a result of these actions, based on the applicable regulatory capital rules, Citigroup included the sold assets of the Master and Omni Trusts (commencing with the first quarter of 2009) and the Broadway Trust (commencing with the second quarter of 2009) in its risk-weighted assets for purposes of calculating its risk-based capital ratios. The effect of this change increased Citigroup's risk-weighted assets by approximately $82 billion, and decreased Citigroup's Tier 1 Capital ratio by approximately 100 bps, each as of March 31, 2009, with respect to the Master and Omni Trusts. The inclusion of the Broadway Trust increased Citigroup's risk-weighted assets by an additional approximately $900 million at June 30, 2009. All bond ratings for each of the trusts have been


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affirmed by the rating agencies,Adoption of SFAS 166/167 Impact on Capital

        The adoption of SFAS 166/167 had a significant and no downgrades occurredimmediate impact on Citigroup's capital ratios as of June 30, 2009.January 1, 2010.

        As described further in Note 1 to the Consolidated Financial Statements, 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 first quarter of 2010.

        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 increased during the six months ended June 30, 2010 by approximately $7.0$2.1 billion to $78$154.5 billion, and represented 4.2%8.0% of total assets as of June 30, 2009, from $712010. 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 six months of 2009:2010:

In billions of dollars  
 

Common equity, December 31, 2008

 $71.0 

Net income

  5.9 

Employee benefit plans and other activities

  0.1 

Dividends

  (2.6)

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

  3.6 
    

Common equity, June 30, 2009

 $78.0 
    

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

  7.1 

Employee benefit plans and other activities

  1.7 

ADIA Upper DECs equity units purchase contract

  1.9 

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

  (0.2)
    

Common stockholders' equity, June 30, 2010

 $154.5 
    

        As of June 30, 2009,2010, $6.7 billion of stock repurchases remained under Citi's authorized repurchase programs after noprograms. No material repurchases were made in 2008 and the first six months of 2010, or the year ended December 31, 2009. Under various of its agreements with the USG, the Company is restricted from repurchasing common stock, subject to certain exceptions, including in the ordinary course of business as part of employee benefit programs. In addition, in accordance with its recent exchange agreements with the USG, Citigroup agreed not to pay a quarterly common stock dividend exceeding $0.01 per share per quarter forFor so long as the USGU.S. government holds any debtCitigroup common stock or trust preferred securities, Citigroup has generally agreed not to acquire, repurchase or redeem any Citigroup equity security of Citigroup (or any affiliate thereof) acquired by the USG in connectionor trust preferred securities, other than pursuant to administering its employee benefit plans or other customary exceptions, or with the public and private exchange offers (without the consent of the USG). See "Events in 2009—Public and Private Exchange Offers" above. Any such dividend on Citi's outstanding common stock would need to be made in compliance with Citi's obligations to any remaining outstanding preferred stock.U.S. government.

Tangible Common Equity (TCE)

        Citigroup's management believes TCE is useful because it is a measure utilized by regulators and market analysts in evaluating a company's financial condition and capital strength.        TCE, as defined by Citigroup, representsCommon equity lessGoodwill andIntangible assets (excluding MSRsother than Mortgage Servicing Rights (MSRs)), net of therelated net deferred tax liabilities.taxes. Other companies may calculate TCE in a manner different from that of Citigroup. Citi's TCE was $40.0$121.3 billion at June 30, 20092010 and $31.1$118.2 billion at December 31, 2008.2009.

        The TCE ratio (TCE divided by risk-weighted assets, see "Components of Capital Under Regulatory Guidelines" above)assets) was 4.0%11.8% at June 30, 20092010 and 3.1%10.9% at December 31, 2008.2009.

        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 June 30,
2009
 December 31,
2008
 

Total Citigroup Stockholders' Equity

 $152,302 $141,630 

Less:

       
 

Preferred Stock

  74,301  70,664 
      

Common Equity

 $78,001 $70,966 

Less:

       
 

Goodwill—as reported

  25,578  27,132 
 

Intangible Assets (other than MSRs)—as reported

  10,098  14,159 
 

Goodwill and Intangible Assets—recorded as Assets of Discontinued Operations Held for Sale

  3,618   
  

Less: Related Net Deferred Tax Liabilities

  1,296  1,382 
      

Tangible Common Equity (TCE)

 $40,003 $31,057 
      

Tangible Assets

       

GAAP Assets

 $1,848,533 $1,938,470 

Less:

       
 

Goodwill—as reported

  25,578  27,132 
 

Intangible Assets (other than MSRs)—as reported

  10,098  14,159 
 

Goodwill and Intangible Assets— recorded as Assets of Discontinued Operations Held for Sale

  3,618   
 

Related deferred tax assets

  1,283  1,285 
      

Tangible Assets (TA)(1)

 $1,807,956 $1,895,894 
      

Risk-Weighted Assets (RWA) under"Components of Capital Under Regulatory Guidelines"

 $995,414 $996,247 
      

TCE/TA RATIO

  2.2% 1.6%
      

TCE RATIO (TCE/RWA)

  4.0% 3.1%
      


(1)
GAAP Assets less Goodwill and Intangible Assets excluding MSRs, and the related deferred tax assets.
In millions of dollars June 30,
2010
 Dec. 31,
2009
 

Total Citigroup stockholders' equity

 $154,806 $152,700 

Less:

       
 

Preferred stock

  312  312 
      

Common equity

 $154,494 $152,388 

Less:

       
 

Goodwill

  25,201  25,392 
 

Intangible assets (other than MSRs)

  7,868  8,714 
 

Goodwill-recorded as assets held for sale in Other assets

  12   
 

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

  54   
 

Related net deferred tax assets

  62  68 
      

Tangible common equity (TCE)

 $121,297 $118,214 
      

Tangible assets

       

GAAP assets

 $1,937,656 $1,856,646 
 

Less:

       
  

Goodwill

  25,201  25,392 
  

Intangible assets (other than MSRs)

  7,868  8,714 
  

Goodwill-recorded as assets held for sale in Other assets

  12   
  

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

  54   
  

Related deferred tax assets

  365  386 

Federal bank regulatory reclassification

    5,746 
      

Tangible assets (TA)

 $1,904,156 $1,827,900 
      

Risk-weighted assets (RWA)

 $1,024,929 $1,088,526 
      

TCE/TA ratio

  6.37% 6.47%
      

TCE/RWA ratio

  11.83% 10.86%
      

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Capital Resources of Citigroup's Depository Institutions

        Citigroup's U.S. subsidiary depository institutions in the U.S. 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 bankcurrent regulatory agency 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.

        At June 30, 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 Jun. 30,
2009
 Dec. 31,
2008
 

Tier 1 Capital

 $94.3 $71.0 

Total Capital (Tier 1 and Tier 2)

  112.5  108.4 
      

Tier 1 Capital Ratio

  14.58% 9.94%

Total Capital Ratio (Tier 1 and Tier 2)

  17.40  15.18 

Leverage Ratio(1)

  8.23  5.82 
      

In billions of dollars Jun. 30,
2010
 Dec. 31,
2009
 

Tier 1 Capital

 $101.1 $96.8 

Total Capital (Tier 1 Capital + Tier 2 Capital)

  114.6  110.6 
      

Tier 1 Capital ratio

  14.16% 13.16%

Total Capital ratio

  16.04  15.03 

Leverage ratio(1)

  8.90  8.31 
      

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

        Citibank, N.A. had a net lossSimilar to pending changes to capital standards applicable to Citigroup and its broker-dealer subsidiaries, as discussed below, the capital requirements applicable to Citigroup's subsidiary depository institutions may be subject to change in light of $1.5 billion foractions currently being considered at both the first six months of 2009.legislative and regulatory 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 addition,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 bank subsidiaries during the first six months of 2009, Citibank, N.A. received capital contributions from its parent company of $27.5 billion.

        Total subordinated notes issued to Citicorp Holdings Inc. that were outstanding at June 30, 2009 and December 31, 2008, and included in Citibank, N.A.'s Tier 2 Capital, amounted to $9.5 billion and $28.2 billion, respectively, reflecting the redemption of $18.7 billion of subordinated notes in the first six months of 2009.

        The significant events in the latter half of 2008 and the first six months of 2009 impacting the capital of Citigroup also affected, or could affect, Citibank, N.A. Citibank, N.A. is subject to separate banking regulation and examination.2010.


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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 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 June 30, 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, 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 Ratioratio Tier 1 Capital Ratioratio Total Capital Ratioratio Leverage Ratioratio 
 
 Impact of $100
$100 million
change in
Tier 1
Common
 Impact of $1
$1 billion
change in
risk-weighted
assets
 Impact of $100
$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
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

  1.0 bps  0.30.9 bps  1.0 bps  1.31.2 bps  1.0 bps  1.71.5bps0.5 bps  0.6 bps0.40.3 bps 
                  

Citibank, N.A. 

      1.51.4 bps  2.32.0 bps  1.51.4 bps  2.72.2 bps  0.9 bps  0.70.8 bps 
                  

Broker-Dealer Subsidiaries

        At June 30, 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 SEC's net capital rule, of $8.1$8.3 billion, which exceeded the minimum requirement by $7.5$7.6 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 June 30, 2009. The2010.

        Similar to pending changes to capital standards applicable to Citigroup, as discussed under "Regulatory Capital Standards Developments" below, net capital requirements applicable to these subsidariesCitigroup's broker-dealer subsidiaries in the U.S. and in particular other jurisdictions aremay be subject to political debate and potential change in light of recent events.the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (Financial Reform Act) and other actions currently being considered at both the legislative and regulatory levels. Citi continues to monitor these developments closely.

Regulatory Capital Standards Developments

        Citigroup supportsThe prospective regulatory capital standards for financial institutions are currently subject to significant debate, rulemaking activity and uncertainty, both in the moveU.S. as well as internationally. Citi continues to monitor these developments closely.

        Basel II and III.    In late 2005, the Basel Committee on Banking Supervision (Basel Committee) published 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, consisting of central(Basel II) which would permit banks, and bank supervisors from 13 countries. The international version of the Basel II framework will allowincluding Citigroup, to leverage internal risk models used to measure credit, operational, and market risk exposures to drive regulatory capital calculations.

        On December 7, In late 2007, the U.S. banking regulators published the rulesadopted these standards for large banks, to comply with Basel II inincluding Citigroup. As adopted, the U.S. These rulesstandards 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.requirements, which could result in a need for Citigroup to hold additional regulatory capital. 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 beginningtransitional period.

        Citi began parallel reporting on April 1, 2010. There will be at least four quarters of parallel reporting. Thereporting before 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 U.S. regulators.

        Separate from the Basel II rules for credit and operational risk discussed above, the Basel Committee has proposed revisions to the market risk framework that could also lead to additional capital requirements (Basel III). Although not yet ratified by the Basel Committee or U.S. regulators, the Basel III final rules.rules for capital, leverage and liquidity (Basel III introduces new global standards and ratios for liquidity risk measurement) are currently expected to be published by January 2011, one quarter ahead of Citigroup's earliest date for Basel II implementation for credit and operational risk.

        Financial Reform Act.    In addition to the implementation of Basel II and Basel III, the Financial Reform Act grants new regulatory authority to various U.S. federal regulators, including the Federal Reserve Board and a newly created Financial Stability Oversight Council (Oversight Council), to impose heightened prudential standards on financial institutions such as Citigroup. These standards could include heightened capital, leverage and liquidity standards, as well as requirements for periodic stress tests. The Federal Reserve Board will also have discretion to impose other prudential standards, including contingent capital requirements, and will retain important flexibility to distinguish among bank holding companies such as Citigroup based on their perceived riskiness, complexity, activities, size and other factors.

        In addition, the so-called "Collins Amendment" to the Financial Reform Act will result in new minimum capital requirements for bank holding companies such as Citigroup, and could require Citigroup to replace certain of its outstanding securities that are currently counted towards Citi's Tier 1 Capital requirements, such as trust preferred securities, over a period of time.


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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. Due to various constraints that limit certain Citi subsidiaries' ability to pay dividends or otherwise make funds available to Citigroup, primarily(see "Parameters for Intercompany Funding Transfers" below), Citigroup's primary objectives for funding and liquidity management are established by entity and in the form 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.

        As discussed in more detail in the Company's 2008 Annual Report on Form 10-K, global financial markets faced unprecedented disruption in the latter part of 2008. Citigroup and other U.S. financial services firms are currently benefiting from 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" above.

        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,aggregate across: (i) the parent company liquidity portfolio (a portfolioholding company/broker dealer subsidiaries; and (ii) bank subsidiaries.

        Currently, Citigroup's primary sources of cashfunding include deposits, long-term debt and highly liquid securities)long-term collateralized financing, and broker-dealer "cash box" (unencumbered cash deposits) were increased substantially, and the amount of unsecured overnight bank borrowings was reduced.

        As of June 30, 2009, the parent company liquidity portfolio and broker-dealer "cash box" totaled $65.0 billion as compared with $66.8 billion at December 31, 2008 and $64.8 billion at June 30, 2008. In addition, as of June 30, 2009, Citigroup's bank subsidiaries had an aggregate of approximately $110 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 and Bank of Japan). This compares with approximately $72 billion at December 31, 2008. These amounts are in addition to cash deposited from the broker-dealer "cash box" noted above. Citigroup's bank subsidiaries also have significant additional liquidity resources through unencumbered highly liquidequity, including preferred, trust preferred securities and other assets available for securedcommon stock. This funding through private markets or that are, or could be, pledged to the major Central Banksis supplemented by modest amounts of short-term borrowings.

        Citi views its deposit base as its most stable and the U.S. Federal Home Loan Banks.

        These actions to reducelowest cost 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 includessource. Citi has focused on maintaining a geographically diverse retail and corporate deposit base that stood at approximately $814 billion as of approximately $804.7June 30, 2010, as compared with $828 billion at March 31, 2010 and $836 billion at December 31, 2009. The sequential decline in deposits primarily resulted from FX translation. Excluding FX translation, Citigroup deposits at June 30, 2009. These2010 remained flat as compared with the first quarter of 2010. As stated above, Citigroup's deposits are diversified across products and regions, with approximately two-thirds of them63% outside of the U.S. This diversification provides the Company 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.

        During the quarter ended June 30, 2009, the Company's deposit base increased by $42 billion compared to March 31, 2009, approximately half of which was due to FX translation. On a volume basis, deposit increases were noted in Regional Consumer Banking, particularly in North America, and in Global Transaction Services due to growth in all regions and strength in Treasury and Trade Solutions. These increases were partially offset by declines in Securities and Banking related to reduction of higher cost wholesale deposits.

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. Currently, 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, 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 second quarter of 2009.

Non-Banking Subsidiaries

        Citigroup receives dividends from its non-bank subsidiaries. These non-bank subsidiaries, including Citigroup Global Market Holdings Inc. (CGMHI), are generally not subject to regulatory restrictions on dividends. However, the ability of CGMHI to declare dividends can be restricted by capital considerations 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.

        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. 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's subsidiary depository institutions or engage in certain other transactions with them. In general, these restrictions require that transactions be on arm's length terms and be secured by designated amounts of


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specified collateral. See Note 12 to the Consolidated Financial Statements.

        At June 30, 2009,2010, long-term debt and commercial paper outstanding for Citigroup, CGMHI,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) Other
Citigroup
Subsidiaries
 

Long-term debt

 $192.3 $15.1 $44.1 $96.5(2)

Commercial paper

 $ $ $27.9 $0.6 
          

In billions of dollars Citigroup
Parent
Company
 Other
Non-bank
 Bank Total
Citigroup(1)
 

Long-term debt(2)

 $189.1 $75.7 $148.5(3)$413.3 

Commercial paper

    11.2  25.2  36.4 

(1)
Citigroup guarantees allIncludes $101.0 billion of CFI'slong-term debt and CGMHI's publicly issued securities.$25.2 billion of commercial paper related to VIEs consolidated effective January 1, 2010 with the adoption of SFAS 166/167.

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

(3)
At June 30, 2009,2010, approximately $38.5$18.6 billion relates to collateralized advances from the Federal Home Loan Bank.

        The $36.4 billion of commercial paper outstanding as of June 30, 2010 reflects the consolidation of VIEs pursuant to the adoption of SFAS 166/167 effective January 1, 2010; the $10.2 billion at December 31, 2009 was pre-adoption. The VIE consolidation led to an increase in bank subsidiary commercial paper, while non-bank subsidiarycommercial paper remained at recent levels.

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

In billions of dollars 4Q08 1Q09 2Q09 Total 

Debt issued under TLGP guarantee

 $5.8 $21.9 $17.0 $44.7 

Debt issued without TLGP guarantee

  0.8  2.5  17.5(1) 20.8 
          

Total

 $6.6 $24.4 $34.5 $65.5 
          

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

Debt issued under TLGP guarantee

 $17.0 $10.0 $10.0 $ $ 

Debt issued without TLGP guarantee:

                
 

Citigroup parent company/CFI

  7.4  12.6  4.0(3) 1.3  5.0(3)
 

Other Citigroup subsidiaries

  10.1(1) 7.9(2) 5.8(4) 3.7(5) 0.1 
            

Total(6)

 $34.5 $30.5 $19.8 $5.0 $5.1 
            

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

(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 and other local country debt.

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

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

(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 and other local country debt.

(6)
The table excludes the effect of trust preferred issuances, including $27.1 billion in 3Q09 and $2.3 billion in 2Q10.

        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 Citigroup's (andand its affiliates') long-term debt and commercial paper outstanding.

        Structural liquidity, defined as the sum of deposits, long-term debt and stockholders' equity as a percentage of total assets, was 71% at June 30, 2010, unchanged as compared with March 31, 2010 and compared with 67% at June 30, 2009.

        In addition, 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 June 30, 2010, the combined Citigroup, the parent holding company, and CGMHI, as well as the aggregate bank subsidiaries had an excess of cash capital. In addition, as of June 30, 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.


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Aggregate Liquidity Resources

 
 Parent & Broker Dealer Significant Bank Entities Total 
In billions of dollars Jun. 30,
2010
 Mar. 31,
2010
 Jun. 30,
2009
 Jun. 30,
2010
 Mar. 31,
2010
 Jun. 30,
2009
 Jun. 30,
2010
 Mar. 31,
2010
 Jun. 30,
2009
 

Cash at major central banks

 $24.7 $9.5 $22.5 $86.0 $108.9 $110.0 $110.7 $118.4 $132.5 

Unencumbered Liquid Securities

  56.8  72.8  42.5  143.4  128.7  53.3  200.2  201.5  95.8 
                    

Total

 $81.5 $82.3 $65.0 $229.4 $237.6 $163.3 $310.9 $319.9 $228.3 
                    

        As noted in the table above, Citigroup's aggregate liquidity resources totaled $310.9 billion as of June 30, 2010, compared with $319.9 billion at March 31, 2010 and $228.3 billion at June 30, 2009. Excluding the impact of FX translation, the level of liquidity resources at June 30, 2010 was essentially flat to the prior quarter. These amounts are as of quarter-end, and may increase or decrease intra-quarter and intra-day in the ordinary course of business.

        As of June 30, 2010, Citigroup's and its affiliates' liquidity portfolio and broker-dealer "cash box" totaled $81.5 billion, compared with $82.3 billion at March 31, 2010 and $65.0 billion at June 30, 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. Citigroup's bank subsidiaries had an aggregate of approximately $86 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 $108.9 billion at March 31, 2010 and $110.0 billion at June 30, 2009. These amounts are in addition to cash deposited from the broker-dealer "cash box" noted above.

        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 $143.4 billion at June 30, 2010, compared with $128.7 billion at March 31, 2010 and $53.3 billion at June 30, 2009. Significant amounts of cash and liquid securities are also available in other Citigroup entities.

        In addition to the highly liquid securities listed above, Citigroup's bank subsidiaries also maintain additional unencumbered securities and loans which are currently pledged to the U.S. Federal Home Loan Banks and U.S. Federal Reserve Banks.

        Further, Citigroup, as the parent holding company, can transfer funding, subject to certain legal restrictions, to other affiliated entities, including its bank subsidiaries. Citi's non-bank subsidiaries, such as its broker-dealer subsidiaries, can also transfer excess liquidity to the parent holding company through termination of intercompany borrowings, and to the parent holding company and other affiliates, including Citi's bank subsidiaries. In addition, Citigroup's bank subsidiaries, including Citibank, N.A., can lend to Citigroup's non-bank subsidiaries in accordance with Section 23A of the Federal Reserve Act. As of June 30, 2010, the amount available for lending under Section 23A was approximately $26 billion, provided the funds are collateralized appropriately.

Funding Outlook

        Based on the current status of Citi's aggregate liquidity resources discussed above, as well as Citi's continued deleveraging, stability in its deposit base to date, and its increased structural liquidity over the prior two years, Citi currently expects to refinance only a portion of its long-term debt maturing in 2010. In addition, Citi does not currently expect to refinance its TLGP debt as it matures (as set forth in note 2 of the long-term debt above). However, as part of its efforts to maintain and solidify its structural liquidity, as well as extend the duration of liabilities supporting its businesses, for the full year of 2010, Citi currently expects to issue approximately $18 billion to $21 billion in long-term debt (excluding local country debt) an amount that is $3 billion to $6 billion higher than previously-stated estimates. This $18 billion to $21 billion of expected issuance is less than the $35 billion of expected maturities during the year (excluding local country debt). Citi continues to review its funding and liquidity needs and may adjust its expected issuances for the remainder of 2010 due to market conditions or regulatory requirements, among other factors.


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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 8, 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 June 30, 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 (S&P)

 A A-1 A A-1 A+ A-1
             

        The credit rating agencies included in the chart above have each indicated that they are evaluating the impact of the Financial Reform Act on the rating support assumptions currently included in their methodologies as related to large bank holding companies. These evaluations are generally as a result of agencies' belief that the Financial Reform Act increases the uncertainty regarding the U.S. government's willingness to provide extraordinary support to such companies. Consistent with such belief and to bring Citi in line with other large banks, S&P and Moody's revised their outlooks on Citigroup's supported ratings from stable to negative in February and July of 2010, respectively. The credit rating agencies have generally indicated that their evaluations of the impact of the Financial Reform Act could take anywhere from several months to two years. The ultimate timing of the completion of the evaluations, as well as the outcomes, is uncertain.

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 June 30, 2009,2010, 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 result in the assumed loss of unsecured commercial paper ($10.6 billion) and tender option bonds funding ($1.9 billion) as well as derivative triggers and additional margin requirements ($1.0 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 $83.6 billion as of June 30, 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 $12.2additional $1.6 billion in funding requirement in the form of collateralcash obligations and cash obligations.collateral.

        Further, as of June 30, 2009,2010, a one-notch downgrade of the senior debt/long-term ratings of Citibank, N.A. wouldcould result in an approximately $4.2approximate $3.6 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 $229 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 government programs that are providing Citigroup and other institutions with significant liquidity support. See "TARP and Other Regulatory Programs" above.


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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 inRegional Consumer Banking and Local Consumer Lending.Institutional 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. The adoption of SFAS 166/167, effective on January 1, 2010, caused certain SPEs, including credit card receivables securitization trusts and asset-backed commercial paper conduits, to be consolidated in Citi's Financial Statements. 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 second quarter of 2010, Citigroup's aggregate loan portfolio decreased by $29.6 billion to $692.2 billion. Citi's total allowance for loan losses totaled $46.2 billion at June 30, 2010, a coverage ratio of 6.72% of total loans, down from 6.80% at March 31, 2010 and up from 5.60% in the second quarter of 2009.

        During the second quarter of 2010, Citigroup recorded a net release of $1.5 billion to its credit reserves and allowance for unfunded lending commitments, compared to a $3.9 billion build in the second quarter of 2009. The release consisted of a net release of $683 million for corporate loans ($253 million release inICG and approximately $400 million release inSAP), and a net release of $827 million for consumer loans, mainly for Retail Partner Cards in Citi Holdings,LATAM RCB andAsia RCB (mainly a $412 million release inRCB and a $421 million release inLCL). Despite the reserve release for consumer loans, the coincident months of coverage of the consumer portfolio increased from 15.5 to 15.9 months, significantly higher than the year-ago level of 12.7 months.

        Net credit losses of $8.0 billion during the second quarter of 2010 decreased $3.5 billion from year-ago levels (on a managed basis). The decrease consisted of a net decrease of $2.2 billion for consumer loans (mainly a $1.9 billion decrease inLCL and a $321 million decrease inRCB) and a decrease of $1.3 billion for corporate loans ($1.2 billion decrease inSAP and a $126 million decrease inICG).

        Consumer non-accrual loans (which excludes credit card receivables) totaled $13.8 billion at June 30, 2010, compared to $15.6 billion at March 31, 2010 and $15.8 billion at June 30, 2009. The consumer loan 90 days or more delinquency rate was 3.67% at June 30, 2010, compared to 4.01% at March 31, 2010 and 3.68% a year ago. The 30 to 89 days past due consumer loan delinquency rate was 3.06% at June 30, 2010, compared to 3.19% at March 31, 2010 and 3.41% a year ago. During the second quarter of 2010, both early- and later-stage delinquencies declined across most of the consumer loan portfolios, driven by improvement in North America mortgages. Delinquencies declined in first mortgages, entirely as a result of asset sales and loans moving from the trial period under the U.S. Treasury's Home Affordable Modification Program (HAMP) to permanent modification.

        Corporate non-accrual loans were $11.0 billion at June 30, 2010, compared to $12.9 billion at March 31, 2010 and $12.5 billion a year ago. The decrease from the prior quarter was mainly due to loan sales, write-offs and paydowns, which were partially offset by increases due to weakening of certain borrowers.

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


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Loans Outstanding

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

Consumer loans

                

In U.S. offices

                
 

Mortgage and real estate(1)

 $171,102 $180,334 $183,842 $191,748 $197,358 
 

Installment, revolving credit, and other

  61,867  69,111  58,099  57,820  61,645 
 

Cards

  125,337  127,818  28,951  36,039  33,750 
 

Commercial and industrial

  5,540  5,386  5,640  5,848  6,016 
 

Lease financing

  6  7  11  15  16 
            

 $363,852 $382,656 $276,543 $291,470 $298,785 
            

In offices outside the U.S.

                
 

Mortgage and real estate (1)

 $47,921 $49,421 $47,297 $47,568 $45,986 
 

Installment, revolving credit, and other

  38,115  44,541  42,805  45,004  45,556 
 

Cards

  37,510  38,191  41,493  41,443  42,262 
 

Commercial and industrial

  16,420  14,828  14,780  14,858  13,858 
 

Lease financing

  677  771  331  345  339 
            

 $140,643 $147,752 $146,706 $149,218 $148,001 
            

Total consumer loans

 $504,495 $530,408 $423,249 $440,688 $446,786 

Unearned income

  951  1,061  808  803  866 
            

Consumer loans, net of unearned income

 $505,446 $531,469 $424,057 $441,491 $447,652 
            

Corporate loans

                

In U.S. offices

                
 

Commercial and industrial

 $11,656 $15,558 $15,614 $19,692 $26,125 
 

Loans to financial institutions

  31,450  31,279  6,947  7,666  8,181 
 

Mortgage and real estate (1)

  22,453  21,283  22,560  23,221  23,862 
 

Installment, revolving credit, and other

  14,812  15,792  17,737  17,734  19,856 
 

Lease financing

  1,244  1,239  1,297  1,275  1,284 
            

 $81,615 $85,151 $64,155 $69,588 $79,308 
            

In offices outside the U.S.

                
 

Commercial and industrial

 $65,615 $64,903 $68,467 $73,564 $78,512 
 

Installment, revolving credit, and other

  11,174  10,956  9,683  10,949  11,638 
 

Mortgage and real estate (1)

  7,301  9,771  9,779  12,023  11,887 
 

Loans to financial institutions

  20,646  19,003  15,113  16,906  15,856 
 

Lease financing

  582  663  1,295  1,462  1,560 
 

Governments and official institutions

  1,046  1,324  1,229  826  713 
            

 $106,364 $106,620 $105,566 $115,730 $120,166 
            

Total corporate loans

 $187,979 $191,771 $169,721 $185,318 $199,474 

Unearned income

  (1,259) (1,436) (2,274) (4,598) (5,436)
            

Corporate loans, net of unearned income

 $186,720 $190,335 $167,447 $180,720 $194,038 
            

Total loans—net of unearned income

 $692,166 $721,804 $591,504 $622,211 $641,690 

Allowance for loan losses—on drawn exposures

  (46,197) (48,746) (36,033) (36,416) (35,940)
            

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

 $645,969 $673,058 $555,471 $585,795 $605,750 

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

  6.72% 6.80% 6.09% 5.85% 5.60%
            

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

  7.87% 7.84% 6.70% 6.44% 6.25%
            

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

  3.59% 3.90% 4.56% 4.42% 4.11%
            

(1)
Loans secured primarily by real estate.

(2)
The first and second quarters of 2010 exclude loans which are carried at fair value.

        Certain lending products included in the loan table above have terms that 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, Citi does not believe these products are material to its financial position and results and are closely managed via credit controls that mitigate the additional inherent risk.

Impaired Loans

        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 impaired loans are estimated considering all available evidence including, as appropriate, the present value


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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. Consumer impaired loans exclude smaller-balance homogeneous loans that 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. As of June 30, 2010, loans included in those short-term programs amounted to $7 billion.

        The following tables describe certain characteristics of assets owned by certain identified significant unconsolidated variable interest entities (VIEs) as oftable presents information about impaired loans:

In millions of dollars at year end June 30,
2010
 December 31,
2009
 

Non-accrual corporate loans

       
 

Commercial and industrial

 $6,565 $6,347 
 

Loans to financial institutions

  478  1,794 
 

Mortgage and real estate

  2,568  4,051 
 

Lease financing

  58   
 

Other

  1,367  1,287 
      
 

Total non-accrual corporate loans

 $11,036 $13,479 
      

Impaired consumer loans(1)

       
 

Mortgage and real estate

 $16,094 $10,629 
 

Installment and other

  4,440  3,853 
 

Cards

  5,028  2,453 
      
 

Total impaired consumer loans

 $25,562 $16,935 
      

Total(2)

 $36,598 $30,414 
      

Non-accrual corporate loans with valuation allowances

 $7,035 $8,578 

Impaired consumer loans with valuation allowances

  25,143  16,453 
      

Non-accrual corporate valuation allowance

 $2,355 $2,480 

Impaired consumer valuation allowance

  7,540  4,977 
      

Total valuation allowances (3)

 $9,895 $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 $24.7 billion and $15.9 billion at June 30, 2009. These VIEs2010 and December 31, 2009, respectively. However, information derived from Citi's risk management systems indicates that the Company's exposureamounts of outstanding modified loans, including those modified prior to 2008, approximated $26.6 billion and $18.1 billion at June 30, 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 VIEs arelives of the related loans.

        As described in Note 1517 to the Consolidated Financial Statements. SeeStatements, 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 the adoption of SFAS 166/167 in 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, based on actual experience and a forward-looking assessment of the collectability of the loan in full, 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 loan losses inherent in the overall portfolio. Additions to the allowance are made through the provision for loan losses. Loan 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 (discussed further below) 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.

        For both the asset-specific and the statistically-based components of the allowance for loan losses, management may incorporate guarantor support. The financial wherewithal of the guarantor is evaluated, as applicable, based on net worth, cash flow statements and personal or company financial statements which are updated and reviewed at least annually. Typically, a guarantee arrangement is used to facilitate cooperation in a restructuring situation. A guarantor's reputation and willingness to work with Citigroup is evaluated based on the historical experience with the guarantor and the knowledge of the marketplace. In the rare event that the guarantor is unwilling or unable to perform or facilitate borrower cooperation, Citi pursues a legal remedy. If Citi does not pursue a legal remedy, it is because Citi does not believe the guarantor has the financial wherewithal to perform regardless of legal action, or because there are legal limitations on simultaneously pursuing guarantors and foreclosure. A guarantor's reputation does not typically impact our decision or ability to seek performance under guarantee.

        In cases where a guarantee is a factor in the assessment of loan losses, it is typically included via adjustment to the loan's internal risk rating, which in turn is the basis for the adjustment to the statistically-based component of the allowance for loan losses. To date, it is only in rare circumstances that an impaired commercial or CRE loan is carried at a value in excess of the appraised value due to a guarantee.

        When Citi's monitoring of the loan indicates that the guarantor's wherewithal to pay is uncertain or has deteriorated, there is either no change in the risk rating, because the guarantor's credit support was never initially factored in, or the risk rating is adjusted to reflect that uncertainty or deterioration. Accordingly, a guarantor's ultimate failure to perform or a lack of legal enforcement of the guarantee does not materially impact the allowance for loan losses, as there is typically no further significant adjustment of the loan's risk rating at that time.

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.

        Loans included in the U.S. Treasury's Home Affordable Modification Program (HAMP) trial period are not classified as modified under short-term or long-term programs, and the allowance for loan losses for these loans is calculated under ASC 450-20. The allowance calculation for HAMP trial loans uses default rates that assume that the borrower will not successfully complete the trial period and receive a permanent modification. As of June 30, 2010, of the loans in which the trial period has ended, 37% of the loan balances were successfully modified under HAMP, 12% were modified under the Citi Supplemental program, 6% received HAMP Re-age, (each as described under Consumer Loan Modification Programs) and 45% did not receive any modification from Citi to date.


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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:

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

Allowance for loan losses at beginning of period

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

Provision for loan losses

                
  

Consumer

 $6,672 $8,244 $7,077 $7,321 $10,010 
  

Corporate

  (149) 122  764  1,450  2,223 
            

 $6,523 $8,366 $7,841 $8,771 $12,233 
            

Gross credit losses

                

Consumer

                
 

In U.S. offices

 $6,494 $6,942 $4,360 $4,459 $4,694 
 

In offices outside the U.S. 

  1,774  1,797  2,187  2,406  2,305 

Corporate

                
 

In U.S. offices

  563  404  478  1,101  1,216 
 

In offices outside the U.S. 

  290  155  877  483  558 
            

 $9,121 $9,298 $7,902 $8,449 $8,773 
            

Credit recoveries

                

Consumer

                
 

In U.S. offices

 $460 $419 $160 $149 $131 
 

In offices outside the U.S. 

  318  300  327  288  261 

Corporate

                
 

In U.S. offices

  307  177  246  30  4 
 

In offices outside the U.S. 

  74  18  34  13  22 
            

 $1,159 $914 $767 $480 $418 
            

Net credit losses

                
 

In U.S. offices

 $6,290 $6,750 $4,432 $5,381 $5,775 
 

In offices outside the U.S. 

  1,672  1,634  2,703  2,588  2,580 
            

Total

 $7,962 $8,384 $7,135 $7,969 $8,355 
            

Other—net(1)(2)(3)(4)(5)

 $(1,110)$12,731 $(1,089)$(326)$359 
            

Allowance for loan losses at end of period(6)

 $46,197 $48,746 $36,033 $36,416 $35,940 
            

Allowance for loan losses as a % of total loans

  6.72% 6.80% 6.09% 5.85% 5.60%

Allowance for unfunded lending commitments(7)

 $1,054 $1,122 $1,157 $1,074 $1,082 
            

Total allowance for loan losses and unfunded lending commitments

 $47,251 $49,868 $37,190 $37,490 $37,022 
            

Net consumer credit losses

 $7,490 $8,020 $6,060 $6,428 $6,607 

As a percentage of average consumer loans

  5.75% 6.04% 5.43% 5.66% 5.88%
            

Net corporate credit losses

 $472 $364 $1,075 $1,541 $1,748 

As a percentage of average corporate loans

  0.25% 0.19% 0.61% 0.82% 0.89%
            

Allowance for loan losses at end of period(8)

                
 

Citicorp

 $17,524 $18,503 $10,731 $10,956 $10,676 
 

Citi Holdings

  28,673  30,243  25,302  25,460  25,264 
            
   

Total Citigroup

 $46,197 $48,746 $36,033 $36,416 $35,940 
            

Allowance by type

                
 

Consumer(9)

 $39,578 $41,422 $28,397 $28,420 $27,969 
 

Corporate

  6,619  7,324  7,636  7,996  7,971 
            
   

Total Citigroup

 $46,197 $48,746 $36,033 $36,416 $35,940 
            

(1)
The second quarter of 2010 includes a reduction of approximately $230 million related to the transfers to held-for-sale of the Canada Cards portfolio and an Auto portfolio. Additionally, the 2010 second quarter includes a reduction of approximately $480 million related to the sale or transfers to held-for-sale of U.S. real estate lending loans.

(2)
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 (see discussion on page 3 and in Note 1 to the Consolidated Financial Statements, "EliminationStatements) and reductions of QSPEsapproximately $640 million related to the sale or transfer to held-for-sale of U.S. and ChangesU.K. real estate lending loans.

(3)
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.

(4)
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.

(5)
The second quarter of 2009 primarily includes increases to the credit loss reserves, primarily related to FX translation.

(6)
Included in the Consolidation Modelallowance for Variable Interest Entities."

 
  
  
 Credit rating distribution 
Citi-Administered Asset-Backed Commercial Paper Conduits Total
assets
(in billions)
 Weighted
average
life
 AAA AA A BBB/BBB+
and below
 

 $44.7 4.3 years  41% 43% 13% 3%
              
Asset class% of total
portfolio

Student loans

29%

Trade receivables

9%

Credit cards and consumer loans

6%

Portfolio finance

12%

Commercial loans and corporate credit

17%

Export finance

17%

Auto

6%

Residential mortgage

4%

Total

100%

loan losses are reserves for loans which have been subject to troubled debt restructurings (TDRs) of $7,320 million, $6,926 million, $4,819 million, $4,587 million and $3,810 million as of June 30, 2010, March 31, 2010, December 31, 2009, September 30, 2009 and June 30, 2009, respectively.

 
  
  
 Credit rating distribution 
 
 Total
assets
(in billions)
 Weighted
average
life
 
Collateralized Debt and Loan Obligations A or higher BBB BB/B CCC Unrated 

Collateralized debt obligations (CDOs)

 $15.9 4.0 years  27% 14% 13% 38% 8%

Collateralized loan obligations (CLOs)

 $20.7 5.5 years  1% 0% 53% 4% 42%
                


 
 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)

 $8.3 12.1 years  13% 85% 2%

Proprietary TOB trusts (consolidated and non-consolidated)

 $19.5 17.4 years  11% 81% 8%

QSPE TOB trusts (not consolidated)

 $0.8 31.9 years  82% 18% 0%
            
(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 TDRs. 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 second quarter of 2010 consumer loan loss reserve is $20.6 billion related to Citi's global credit card portfolio. See discussion on page 3 and in Note 1 to the Consolidated Financial Statements.

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FAIR VALUATIONNon-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 2nd Qtr.
2010
 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 

Citicorp

 $4,510 $5,024 $5,353 $5,507 $5,395 

Citi Holdings

  20,302  23,544  26,387  27,177  22,851 
            
 

Total non-accrual loans (NAL)

 $24,812 $28,568 $31,740 $32,684 $28,246 
            

Corporate NAL(1)

                

North America

 $4,411 $5,660 $5,621 $5,263 $3,499 

EMEA

  5,508  5,834  6,308  7,969  7,690 

Latin America

  570  608  569  416  230 

Asia

  547  830  981  1,061  1,056 
            

 $11,036 $12,932 $13,479 $14,709 $12,475 
            
 

Citicorp

 $2,573 $2,975 $3,238 $3,300 $3,159 
 

Citi Holdings

  8,463  9,957  10,241  11,409  9,316 
            

 $11,036 $12,932 $13,479 $14,709 $12,475 
            

Consumer NAL(1)

                

North America

 $11,289 $12,966 $15,111 $14,609 $12,154 

EMEA

  690  790  1,159  1,314  1,356 

Latin America

  1,218  1,246  1,340  1,342  1,520 

Asia

  579  634  651  710  741 
            

 $13,776 $15,636 $18,261 $17,975 $15,771 
            
 

Citicorp

 $1,937 $2,049 $2,115 $2,207 $2,236 
 

Citi Holdings

  11,839  13,587  16,146  15,768  13,535 
            

 $13,776 $15,636 $18,261 $17,975 $15,771 
            

(1)
Excludes purchased distressed loans as they are generally accreting interest until write-off. The carrying value of these loans was $672 million at June 30, 2010, $804 million at March 31, 2010, $920 million at December 31, 2009, $1.267 billion at September 30, 2009 and $1.509 billion at June 30, 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 2nd Qtr.
2010
 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 

Citicorp

 $870 $881 $874 $284 $291 

Citi Holdings

  790  632  615  585  664 

Corporate/Other

  13  8  11  15  14 
            
 

Total OREO

 $1,673 $1,521 $1,500 $884 $969 
            

North America

 $1,428 $1,291 $1,294 $682 $789 

EMEA

  146  134  121  105  97 

Latin America

  43  51  45  40  29 

Asia

  56  45  40  57  54 
            

 $1,673 $1,521 $1,500 $884 $969 
            

Other repossessed assets(1)

 $55 $64 $73 $76 $72 
            

(1)
Primarily transportation equipment, carried at lower of cost or fair value, less costs to sell.

Non-accrual assets (NAA)—Total Citigroup 2nd Qtr.
2010
 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 

Corporate NAL

 $11,036 $12,932 $13,479 $14,709 $12,475 

Consumer NAL

  13,776  15,636  18,261  17,975  15,771 
            
 

NAL

 $24,812 $28,568 $31,740 $32,684 $28,246 
            

OREO

 $1,673 $1,521 $1,500 $884 $969 

Other repossessed assets

  55  64  73  76  72 
            
 

NAA

 $26,540 $30,153 $33,313 $33,644 $29,287 
            

NAL as a percentage of total loans

  3.58% 3.96% 5.37% 5.25% 4.40%

NAA as a percentage of total assets

  1.37% 1.51% 1.79% 1.78% 1.58%

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

  186% 171% 114% 111% 127%
            


NAA—Total Citicorp 2nd Qtr.
2010
 1st Qtr.
2010
 4th Qtr.
2009
 3rd Qtr.
2009
 2nd Qtr.
2009
 

NAL

 $4,510 $5,024 $5,353 $5,507 $5,395 

OREO

  870  881  874  284  291 

Other repossessed assets

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

Non-accrual assets (NAA)

 $5,380 $5,905 $6,227 $5,791 $5,686 
            

NAA as a percentage of total assets

  0.44% 0.48% 0.55% 0.54% 0.54%

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

  389% 368% 200% 199% 198%
            

NAA—Total Citi Holdings

                

NAL

 $20,302 $23,544 $26,387 $27,177 $22,851 

OREO

  790  632  615  585  664 

Other repossessed assets

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

NAA

 $21,092 $24,176 $27,002 $27,762 $23,515 
            

NAA as a percentage of total assets

  4.54% 4.81% 5.54% 4.99% 4.04%

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

  141% 128% 96% 94% 111%
            

(1)
The allowance for loan losses includes the allowance for credit card ($20.6 billion at June 30, 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.


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Renegotiated Loans

        The following table presents loans which were modified in a troubled debt restructuring.

In millions of dollars June 30,
2010
 December 31,
2009
 

Corporate renegotiated loans(1)

       

In U.S. offices

       
 

Commercial and industrial

 $254 $203 
 

Mortgage and real estate

  169   
 

Other

  143   
      

 $566 $203 
      

In offices outside the U.S.

       
 

Commercial and industrial

 $192 $145 
 

Mortgage and real estate

  7  2 
 

Other

     
      

 $199 $147 
      

Total corporate renegotiated loans

 $765 $350 
      

Consumer renegotiated loans(2)(3)(4)(5)

       

In U.S. offices

       
 

Mortgage and real estate

 $16,582 $11,165 
 

Cards

  4,044  992 
 

Installment and other

  2,180  2,689 
      

 $22,806 $14,846 
      

In offices outside the U.S.

       
 

Mortgage and real estate

 $734 $415 
 

Cards

  985  1,461 
 

Installment and other

  2,189  1,401 
      

  3,908  3,277 
      

Total consumer renegotiated loans

 $26,714 $18,123 
      

(1)
Includes $476 million and $317 million of non-accrual loans included in the non-accrual assets table above, at June 30, 2010 and December 31, 2009, respectively.

(2)
Includes $2,257 million and $2,000 million of non-accrual loans included in the non-accrual assets table above, at June 30, 2010 and December 31, 2009, respectively.

(3)
Includes $27 million of commercial real estate loans at June 30, 2010.

(4)
Includes $92 million and $16 million of commercial loans at June 30, 2010 and December 31, 2009, respectively.

(5)
Smaller balance homogeneous loans were derived from Citi's risk management systems.

Representations and Warranties

        When selling a loan, Citi makes various representations and warranties relating to, among other things, the following:

        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-rating agency requirements may also affect representations and warranties and the other provisions Citi may agree to in loan sales.

        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 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 investors for their losses.

For the three and six months ended June 30, 2010, almost half of Citi's repurchases and make-whole payments were attributable to misrepresentation of facts by either the borrower or a third party (e.g., income, employment, debts, FICO, etc.), up from approximately a quarter for the respective periods in 2009. In addition, for the three and six months ended June 30, 2010, approximately 20% of Citi's repurchases and make-whole payments related to appraisal issues (e.g., an error or misrepresentation of value), up from approximately 9% for the respective 2009 periods. The third largest category of repurchases and make-whole payments in 2010, to date, related to program requirements (e.g., a loan that does not meet investor guidelines such as contractual interest rate), which was the second largest category in the first half of 2009. There is not a meaningful difference in incurred or estimated loss for each type of defect.

        In the case of a repurchase, Citi will bear any subsequent credit loss on the mortgage loan and 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). To date, these repurchases have not had a material impact on Citi's non-performing loan statistics because credit-impaired purchased SOP 03-3 loans are not included in non-accrual loans.

        As evidenced by the tables below, to date, Citigroup's repurchases have primarily been from the government sponsored entities (GSEs).

        The unpaid principal balance of repurchased loans for representation and warranty claims for the three months ended June 30, 2010 and June 30, 2009 was as follows:

 
 Three months ended June 30, 
 
 2010 2009 
In millions of dollars Unpaid Principal
Balance
 Unpaid Principal
Balance
 

GSEs

 $63 $83 

Private investors

  8  4 
      

Total

 $71 $87 
      

        The unpaid principal balance of repurchased loans for representation and warranty claims for the six months ended June 30, 2010 and June 30, 2009 was as follows:

 
 Six months ended June 30, 
 
 2010 2009 
In millions of dollars Unpaid Principal
Balance
 Unpaid Principal
Balance
 

GSEs

 $150 $156 

Private investors

  12  10 
      

Total

 $162 $166 
      

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        In addition, Citi recorded make-whole payments of $43 million and $17 million for the three months ended June 30, 2010 and June 30, 2009, respectively, and $66 million and $24 million for the six months ended June 30, 2010 and June 30, 2009, respectively.

        Citi has recorded a reserve for its exposure to losses from the obligation to repurchase previously sold loans (repurchase reserve) that is included inOther liabilities in the Consolidated Balance Sheet. The repurchase reserve is net of reimbursements estimated to be received by Citi for indemnification agreements relating to previous acquisitions of mortgage servicing rights. 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. Make-whole payments to the investor are also treated as utilizations and charged directly against the reserve. The repurchase reserve is estimated when Citi sells loans (recorded as an adjustment to the gain on sale, which is included inOther revenue in the Consolidated Statement of Income) and is updated quarterly. Any change in estimate is recorded inOther revenue in the Consolidated Statement of Income.

        The repurchase reserve is calculated separately by sales vintage (i.e., the year the loans were sold) based on various assumptions. While substantially all of Citi's current loan sales are with GSEs, with which Citi has considerable historical experience, these assumptions contain a level of uncertainty and risk that, if different from actual results, could have a material impact on the reserve amounts. The most significant assumptions used to calculate the reserve levels are as follows:

        In Citi's experience to date, as stated above, the request for loan documentation packages is an early indicator of a potential claim. During 2009, loan documentation package requests and the level of outstanding claims increased. In addition, Citi's loss severity estimates increased during 2009 due to the impact of macroeconomic factors and its experience with actual losses at such time. As set forth in the tables below, these factors contributed to changes in estimates for the repurchase reserve amounting to $103 million and $247 million for the three months and six months ended June 30, 2009, respectively.

        During the second quarter of 2010, loan documentation package requests and the level of outstanding claims further increased. In addition, there was an overall deterioration in the other key assumptions due to the impact of macroeconomic factors and Citi's continued experience with actual losses. These factors contributed to the $347 million change in estimate for the repurchase reserve in the quarter.

        As indicated above, the repurchase reserve is calculated by sales vintage. The majority of the repurchases in 2010 were from the 2006 through 2008 sales vintages and, in 2009, were from the 2006 and 2007 vintages, which also represent the vintages with the largest loss-given-repurchase. An insignificant percentage of 2010 and 2009 repurchases were from vintages prior to 2006, and Citi currently anticipates that this percentage will decrease, as those vintages are later in the credit cycle. Although early in the credit cycle, to date, Citi has experienced improved repurchase and loss-given-repurchase statistics from the 2009 and 2010 vintages.


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        The activity in the repurchase reserve for the three months ended June 30, 2010 and June 30, 2009 was as follows:

 
 Three months ended June 30, 
In millions of dollars 2010 2009 

Balance, beginning of period

 $450 $218 

Additions for new sales

  4  13 

Change in estimate

  347  103 

Utilizations

  (74) (55)
      

Balance, end of period

 $727 $279 
      

        The activity in the repurchase reserve for the six months ended June 30, 2010 and June 30, 2009 was as follows:

 
 Six months ended June 30, 
In millions of dollars 2010 2009 

Balance, beginning of period

 $482 $75 

Additions for new sales

  9  19 

Change in estimate

  347  247 

Utilizations

  (111) (62)
      

Balance, end of period

 $727 $279 
      

        Citi does not believe a meaningful range of reasonably possible loss related to its repurchase reserve can be determined.

        Projected future repurchases are calculated, in part, based on the level of unresolved claims at quarter-end as well as trends in claims being made by investors. For GSEs, the response to the repurchase claim is required within 90 days of the claim receipt. If Citi did not respond within 90 days, the claim would then be discussed between Citi and the GSE. For private investors, the time period for responding is governed by the individual sale agreement. If the specified timeframe is exceeded, the investor may choose to initiate legal action.

        As would be expected, as the trend in claims and inventory increases, Citi's reserve for repurchases typically increases. Included in Citi's current reserve estimate is an assumption that repurchase claims will remain at elevated levels for the foreseeable future, although the actual number of claims may differ and is subject to uncertainty. Furthermore, approximately half of the repurchase claims in Citi's recent experience have been successfully appealed and resulted in no loss to Citi.

        The number of unresolved claims by type of claimant as of June 30, 2010 and December 31, 2009, was as follows:

Number of claims June 30
2010
 December 31
2009
 

GSEs

  4,166  2,575 

Private investors

  214  309 

Mortgage insurers(1)

  98  204 
      

Total

  4,478  3,088 
      

(1)
Represents the insurer's rejection of a claim for loss reimbursement that has yet to be resolved. To the extent that mortgage insurance will not cover the claim on a loan, Citi may have to make-whole the GSE or private investor.

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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 Jun.
2010
 Jun.
2010
 Mar.
2010
 Jun.
2009
 Jun.
2010
 Mar.
2010
 Jun.
2009
 

Citicorp

                      

Total

 $218.5 $3,733 $3,937 $4,289 $3,858 $4,294 $4,328 
 

Ratio

     1.71% 1.78% 1.97% 1.77% 1.94% 1.99%
                

Retail Bank

                      
 

Total

  109.1  804  782  767  1,131  1,200  1,084 
  

Ratio

     0.74% 0.71% 0.74% 1.04% 1.08% 1.05%
 

North America

  30.2  245  142  97  241  236  87 
  

Ratio

     0.81% 0.45% 0.29% 0.80% 0.75% 0.26%
 

EMEA

  4.3  50  52  70  145  182  235 
  

Ratio

     1.16% 1.06% 1.23% 3.37% 3.71% 4.12%
 

Latin America

  19.6  308  352  316  305  346  337 
  

Ratio

     1.57% 1.81% 1.92% 1.56% 1.78% 2.04%
 

Asia

  55.0  201  236  284  440  436  425 
  

Ratio

     0.37% 0.43% 0.60% 0.80% 0.80% 0.90%
                

Citi-Branded Cards(2)(3)

                      
 

Total

  109.4  2,929  3,155  3,522  2,727  3,094  3,244 
  

Ratio

     2.68% 2.86% 3.07% 2.49% 2.81% 2.83%
 

North America

  77.2  2,130  2,304  2,366  1,828  2,145  2,024 
  

Ratio

     2.76% 2.97% 2.84% 2.37% 2.76% 2.43%
 

EMEA

  2.6  72  77  99  90  113  146 
  

Ratio

     2.77% 2.66% 3.54% 3.46% 3.90% 5.21%
 

Latin America

  12.0  481  510  707  485  475  693 
  

Ratio

     4.01% 4.21% 5.84% 4.04% 3.93% 5.73%
 

Asia

  17.6  246  264  350  324  361  381 
  

Ratio

     1.40% 1.51% 2.12% 1.84% 2.06% 2.31%
                

Citi Holdings—Local Consumer Lending

                      
 

Total

  286.3  14,371  16,808  15,869  11,201  12,236  14,371 
  

Ratio

     5.24% 5.66% 4.80% 4.08% 4.12% 4.35%
 

International

  24.6  724  953  1,551  939  1,059  1,845 
  

Ratio

     2.94% 3.44% 3.93% 3.82% 3.82% 4.67%
 

North America retail partner cards(2)(3)

  50.2  2,004  2,385  2,590  2,150  2,374  2,749 
  

Ratio

     3.99% 4.38% 4.09% 4.28% 4.36% 4.34%
 

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

  211.5  11,643  13,470  11,728  8,112  8,803  9,777 
  

Ratio

     5.84% 6.27% 5.16% 4.07% 4.10% 4.30%
                

Total Citigroup (excludingSpecial Asset Pool)

 $504.8 $18,104 $20,745 $20,158 $15,059 $16,530 $18,699 
  

Ratio

     3.67% 4.01% 3.68% 3.06% 3.19% 3.41%
                

(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 partner 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 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, seein Note 17 and Note 181 to the Consolidated Financial Statements.

(4)
The 90 days or more and 30 to 89 days past due and related ratios forNorth America LCL (excluding cards) exclude 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: $5.0 billion ($9.4 billion), $5.2 billion ($9.0 billion), and $4.3 billion ($8.7 billion) as of June 30, 2010, March 31, 2010 and June 30, 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: $1.6 billion, $1.2 billion, and $0.7 billion, as of June 30, 2010, March 31, 2010 and June 30, 2009, respectively.

(5)
The June 30, 2010 and March 31, 2010 loans 90 days or more past due and 30-89 days past due and related ratios for North America (excluding cards) excludes $2.6 billion and $2.9 billion, respectively, 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 2Q10 2Q10 1Q10 2Q09 

Citicorp

             

Total

 $217.8 $2,922 $3,040 $1,406 
 

Add: impact of credit card securitizations(3)

         1,837 
 

Managed NCL

    $2,922 $3,040 $3,243 
 

Ratio

     5.38% 5.57% 6.01%
          

Retail Bank

             
 

Total

  109.3  304  289  428 
  

Ratio

     1.12% 1.07% 1.66%
 

North America

  30.7  79  73  88 
  

Ratio

     1.03% 0.92% 1.01%
 

EMEA

  4.5  46  47  74 
  

Ratio

     4.10% 3.81% 5.30%
 

Latin America

  19.4  96  91  138 
  

Ratio

     1.98% 1.99% 3.40%
 

Asia

  54.7  83  78  128 
  

Ratio

     0.61% 0.59% 1.10%
          

Citi-Branded Cards

             
 

Total

  108.5  2,618  2,751  978 
  

Add: impact of credit card securitizations(3)

         1,837 
  

Managed NCL

     2,618  2,751  2,815 
  

Ratio

     9.68% 9.96% 10.02%
 

North America

  76.2  2,047  2,084  219 
  

Add: impact of credit card securitizations(3)

         1,837 
  

Managed NCL

     2,047  2,084  2,056 
  

Ratio

     10.77% 10.67% 10.08%
 

EMEA

  2.7  39  50  47 
  

Ratio

     5.79% 6.99% 6.73%
 

Latin America

  12.0  361  418  472 
  

Ratio

     12.07% 14.01% 15.91%
 

Asia

  17.6  171  199  240 
  

Ratio

     3.90% 4.53% 5.94%
          

Citi Holdings—Local Consumer Lending

             
 

Total

  301.7  4,535  4,938  5,144 
  

Add: impact of credit card securitizations(3)

         1,278 
  

Managed NCL

     4,535  4,938  6,422 
  

Ratio

     6.03% 6.30% 7.48%
 

International

  26.1  495  612  962 
  

Ratio

     7.61% 8.27% 9.72%
 

North America retail partner cards

  53.1  1,775  1,932  872 
  

Add: impact of credit card securitizations(3)

         1,278 
  

Managed NCL

     1,775  1,932  2,150 
  

Ratio

     13.41% 13.72% 13.58%
 

North America (excluding cards)

  222.5  2,265  2,394  3,310 
  

Ratio

     4.08% 4.20% 5.50%
          

Total Citigroup (excludingSpecial Asset Pool)

 $519.5 $7,457 $7,978 $6,550 
  

Add: impact of credit card securitizations(3)

         3,115 
  

Managed NCL

     7,457  7,978  9,665 
  

Ratio

     5.76% 6.00% 6.92%
          

(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.

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Consumer Loan Modification Programs

        Citigroup has instituted a variety of modification programs to assist borrowers with financial difficulties. These programs, as described below, 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 June 30, 2010, Citi's significant modification programs consisted of the U.S. Treasury's Home Affordable Modification Program (HAMP), as well as short-term and long-term modification programs, each as summarized below.

        HAMP.    The HAMP is designed to reduce monthly first mortgage payments to a 31% housing debt ratio (monthly mortgage payment, including property taxes, insurance and homeowner dues, divided by monthly gross income) by lowering the interest rate, extending the term of the loan and deferring or forgiving principal of certain eligible borrowers who have defaulted on their mortgages or who are at risk of imminent default due to economic hardship. The interest rate reduction for first mortgages under HAMP is in effect for five years and the rate then increases up to 1% per year until the interest rate cap (the lower of the original rate or the Freddie Mac Weekly Primary Mortgage Market Survey rate for a 30-year fixed rate conforming loan as of the date of the modification) is reached.

        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 of 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. From inception through June 30, 2010, approximately $8.5 billion of first mortgages were enrolled in the HAMP trial period, while $2.5 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).

        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.

        Loans included in the HAMP trial period are not classified as modified under short-term or long-term programs, and the allowance for loan losses for these loans is calculated under ASC 450-20. See "Loan Accounting Policies" above for a further discussion of the allowance for loan losses for such modified loans.

        As of June 30, 2010, of the loans in which the trial period has ended, 37% of the loan balances were successfully modified under HAMP, 12% were modified under the Citi Supplemental program, 6% received HAMP Re-age, (as described under Consumer Loan Modification Programs) and 45% did not receive any modification from Citi to date.

        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 long-term programs in place provide 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 Citigroup's consumer loan TDRs as of June 30, 2010 and December 31, 2009, respectively. As discussed above under "HAMP", HAMP loans whose terms are contractually modified after successful completion of the trial period are included in the balances below:

 
 Accrual Non-accrual 
In millions of dollars Jun. 30,
2010
 Dec. 31,
2009
 Jun. 30,
2010
 Dec. 31,
2009
 

Mortgage and real estate

 $14,135 $8,654 $1,776 $1,413 

Cards(1)

  4,995  2,303  34  150 

Installment and other

  3,431  3,128  333  250 
          

(1)
2010 balances reflect the adoption of SFAS 166/167.

        The predominant amount of these TDRs are concentrated in the U.S. Citi's significant long-term U.S. modification programs include:


Mortgages

        Citi Supplemental.    The Citi Supplemental (CSM) program was designed by Citi to assist borrowers ineligible for HAMP or who become ineligible through the HAMP trial period process. If the borrower already has less than a 31% housing debt ratio, the modification offered is an interest rate reduction (up to 2.5% with a floor rate of 4%) which is in effect for two years, and the rate then increases up to 1% per year until the interest rate is at the pre-modified contractual rate. If the borrower's housing debt ratio is greater than 31%, specific treatment steps for HAMP, including an interest rate reduction, will be followed to achieve a 31% housing debt ratio. The modified interest rate is in effect for two years and then increases up to 1% per year until the interest rate is at the pre-modified contractual rate. If income documentation was not supplied previously for HAMP, it is required for CSM. Three or more trial payments are required prior to modification. These payments can be made during the HAMP and/or CSM trial period.

        HAMP Re-Age.    As previously disclosed, loans in the HAMP trial period are aged according to their original contractual terms, rather than the modified HAMP terms. This results in the receivable being 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 do not qualify for a long-term modification are returned to the delinquency status in which they began their trial period. However, that delinquency status would be further deteriorated for each trial payment not made (HAMP Re-age). HAMP Re-age establishes a non-interest-bearing deferral


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based on the difference between the original contractual amounts due and the HAMP trial payments made. Citigroup considers this re-age and deferral process to constitute a concession to a borrower in financial difficulty and therefore records the loans as TDRs upon re-age.

        2nd FDIC.    The 2nd FDIC modification program guidelines were created by the FDIC for delinquent or current borrowers where default is reasonably foreseeable. The program is designed for second mortgages and uses various concessions, including interest rate reductions, non-interest-bearing principal deferral, principal forgiveness, extending maturity dates, and forgiving accrued interest and late fees. These potential concessions are applied in a series of steps (similar to HAMP) that provides an affordable payment to the borrower (generally a combined housing payment ratio of 42%). The first step generally reduces the borrower's interest rate to 2% for fixed-rate home equity loans and 0.5% for home equity lines of credit. The interest rate reduction is in effect for the remaining term of the loan.

        FHA/VA.    Loans guaranteed by the Federal Housing Administration (FHA) or Department of Veterans Affairs (VA) are modified through the normal modification process required by those respective agencies. Borrowers must be delinquent and concessions include interest rate reductions, principal forgiveness, extending maturity dates, and forgiving accrued interest and late fees. The interest rate reduction is in effect for the remaining loan term. Losses on FHA loans are borne by the sponsoring agency provided that the insurance has not been breached as a result of an origination defect. The VA establishes a loan-level loss cap, beyond which Citi is liable for loss. Historically, Citi's losses on FHA and VA loans have been negligible.

        CFNA Adjustment of Terms (AOT).    This program is targeted to Consumer Finance customers with a permanent hardship. Payment reduction is provided through the re-amortization of the remaining loan balance, typically at a lower interest rate Modified loan tenors may not exceed a period of 480 months. Generally, the rescheduled payment cannot be less than 50% of the original payment amount unless the AOT is a result of participation in the CitiFinancial Home Affordability Modification Program (CHAMP) or military service member's Credit Relief Act Program (SCRA), or as a result of settlement, court order, judgment, or bankruptcy. Customers must make a qualifying payment at the reduced payment amount in order to qualify for the modification. In addition, customers must provide income verification (pay stubs and/or tax returns) and monthly obligations are validated through an updated credit report.

        Other.    Prior to the implementation of the HAMP, CSM and 2nd FDIC programs, Citigroup's U.S. mortgage business offered certain borrowers various tailored modifications, which included reducing interest rates, extending the remaining loan duration and/or waiving a portion of the remaining principal balance. Citigroup currently believes that substantially all of its future long-term U.S. mortgage modifications, at least in the near term, will be included in the programs mentioned above.


North America Cards

        Paydown.    The Paydown program is designed to liquidate a customer's balance within 60 months. It is available to customers who indicate long-term hardship (e.g., long-term disability, death of a co-borrower, medical issues or a non-temporary income reduction, such as an occupation change). Payment requirements are decreased by reducing interest rates charged to either 9.9% or 0%, depending upon the customer situation, and designed to amortize at least 1% of the balance each month. Under this program, fees are discontinued, and charging privileges are permanently rescinded.

        CCG.    The CCG program handles proposals received via external consumer credit counselors on the customer's behalf. In order to qualify, customers work with a credit counseling agency to develop a plan to handle their overall budget, including money owed to Citi. A copy of the counseling agency's proposal letter is required. The annual percentage rate (APR) is reduced to 9.9%. The account fully amortizes in 60 months. Under this program, fees are discontinued, and charging privileges are permanently rescinded.

        Interest Reversal Paydown.    The Interest Reversal Paydown program is also designed to liquidate a customer's balance within 60 months. It is available to customers who indicate a long-term hardship.Accumulated interest and fees owed to Citi are reversed upon enrollment, and future interest and fees are discontinued. Payment requirements are reduced and are designed to amortize at least 1% of the balance each month. Under this program, like the programs discussed above, fees are discontinued, and charging privileges are permanently rescinded.


U.S. Installment Loans

        Auto Hardship Amendment.    This program is targeted to customers with a permanent hardship. Examples of permanent hardships include disability subsequent to loan origination, divorce where the party remaining with the vehicle does not have the necessary income to service the debt, or death of a co-borrower. In order to qualify for this program, a customer must complete an "Income and Expense Analysis" and provide proof of income. This analysis is used to determine ability to pay and to establish realistic loan terms (which generally consist of a reduction in interest rates, but could also include principal forgiveness). The borrower must make a payment within 30 days prior to the amendment.

        CFNA Adjustment of Terms (AOT).    This program is targeted to Consumer Finance customers with a permanent hardship. Payment reduction is provided through the re-amortization of the remaining loan balance, typically at a lower interest rate. Loan payments may be rescheduled over a period not to exceed 120 months. Generally, the rescheduled payment cannot be less than 50% of the original payment amount, unless the AOT is a result of a military service member's SCRA, or as a result of settlement, court order, judgment or bankruptcy. The interest rate cannot be reduced below 9% (except in the instances listed above). Customers must make a qualifying payment at the reduced payment amount in order to qualify for the modification. In addition, customers must provide proof of income and monthly obligations are validated through an updated credit report.


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        For general information on Citi's U.S. installment loan portfolio, see "U.S. Installment and Other Revolving Loans" below.

        The following table sets forth, as of June 30, 2010, information relating to Citi's significant long-term U.S. modification programs:

In millions of dollars Program
balance
 Program
start date(1)
 Average
interest rate
reduction
 Average %
payment relief
 Average
tenor of
modified loans
 Deferred
principal
 Principal
forgiveness
 

U.S. Consumer Mortgage Lending

                     
 

HAMP

 $2,331  3Q09  4% 41%32 years $289 $2 
 

Citi Supplemental

  835  4Q09  3  24 28 years  46  1 
 

HAMP Re-age

  439  1Q10  N/A  N/A 25 years  7   
 

2nd FDIC

  355  2Q09  7  48 25 years  21  6 
 

FHA/VA

  3,604     2  16 28 years     
 

Adjustment of Terms (AOTs)

  3,700     3  23 29 years       
 

Other

  3,782     4  42 28 years  33  47 

North America Cards

                     
 

Paydown

  2,218     14   60 months       
 

CCG

  1,756     10   60 months       
 

Interest Reversal Paydown

  213     18   60 months       

U.S. Installment

                     
 

Auto Hardship Amendment

  723     9  28 51 months     6 
 

AOTs

  1,062     8  34 106 months       
                

(1)
Provided if program was introduced within the last 18 months.

        Short-term programs.    Citigroup has also instituted short-term 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 has increased significantly over the past 18 months , 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. as of June 30, 2010:

 
 June 30, 2010 
In millions of dollars Accrual Non-accrual 

Cards

 $3,732    

Mortgage and real estate

  1,812 $50 

Installment and other

  1,364  80 
      

        Significant short-term U.S. programs include:


North America Cards

        Universal Payment Program (UPP).    The North America cards business provides short-term interest rate reductions to assist borrowers experiencing temporary hardships through the UPP. Under this program, a participant's APR is reduced by at least 500 basis points for a period of up to 12 months. The minimum payment is tailored to the customer's needs and is designed to amortize at least 1% of the principal balance each month. The participant's APR returns to its original rate at the end of the term or earlier if they fail to make the required payments.


U.S. Consumer Mortgage Lending

        Temporary AOT.    This program is targeted to Consumer Finance customers with a temporary hardship. Examples of temporary hardships would include a short-term medical disability or a temporary reduction of pay. Under this program, the interest rate is reduced for either a five- or an eleven-month period. At the end of the temporary modification period, the interest rate reverts to the pre-modification amount. If the customer is still undergoing hardship at the conclusion of the temporary payment reduction, a second extension of the temporary terms can be considered in either of the time period increments above. In cases where the account is severely past due (over 60 days past due) at the expiration of the temporary modification period, the terms of the modification are made permanent and the payment is kept at the reduced amount for the remaining life of the loan.


U.S Installment and Other Revolving Loans

        Temporary AOT.    This program is targeted to Consumer Finance customers with a temporary hardship. Under this program, the interest rate is reduced for either a five- or an eleven-month period. At the end of the temporary modification period, the interest rate reverts to the pre-modification amount. If the customer is still undergoing hardship at the conclusion


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of the temporary payment reduction, a second extension of the temporary terms can be considered in either of the time period increments above. In cases where the account is severely past due (over 90 days past due) at the expiration of the temporary modification period, the terms of the modification are made permanent and the payment is kept at the reduced amount for the remaining life of the loan.

        The following table set forth, as of June 30, 2010, information related to Citi's significant short-term U.S. modification programs:

In millions of dollars Program
balance
 Program
start date(1)
 Average
interest rate
reduction
 Average
time period
for
reduction

UPP

 $3,732     19%12 months

U.S. Consumer Mortgage Temporary AOT

  1,852  1Q09  3%8 months

U.S. Installment Temporary AOT

  1,444  1Q09  5%7 months
         

(1)
Provided if program was introduced within the last 18 months.

        Payment deferrals that do not continue to accrue interest (extensions) primarily occur in the U.S. residential mortgage business. Under an extension, payments that are contractually due are deferred to a later date, thereby extending the maturity date by the number of months of payments being deferred. Extensions assist delinquent borrowers who have experienced short-term financial difficulties that have been resolved by the time the extension is granted. An extension can only be offered to borrowers who are past due on their monthly payments but have since demonstrated the ability and willingness to pay as agreed. Other payment deferrals continue to accrue interest and are not deemed to offer concessions to the customer. Other types of concessions are not material.

        Please see "U.S. Consumer Mortgage Lending," "North America Cards," and "U.S. Installment and Other Revolving Loans" below for a discussion of the impact, to date, of Citi's significant U.S. loan modification programs described above on the respective loan portfolios.


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U.S. Consumer Mortgage Lending

Overview

        Citi's North America consumer mortgage portfolio consists of both first lien and second lien mortgages. As of June 30, 2010, the first lien mortgage portfolio totaled approximately $109 billion while the second lien mortgage portfolio was approximately $53 billion. Although the majority of the mortgage portfolio is reported inLCL within Citi Holdings, there are $18 billion of first lien mortgages and $5 billion of second lien mortgages reported in Citicorp.

        Citi's first lien mortgage portfolio includes $9.6 billion of loans with Federal Housing Administration (FHA) or Veterans Administration (VA) 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). Losses on FHA loans are borne by the sponsoring agency, provided that the insurance has not been breached as a result of an origination defect. The VA establishes a loan-level loss cap, beyond which Citi is liable for loss. FHA and VA 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 $1.8 billion of loans with LTVs above 80%, which have insurance through private mortgage insurance (PMI) companies, and $2.0 billion of loans subject to long-term standby commitments(1) (LTSC), with U.S. government sponsored entities (GSEs), for which Citi has limited exposure to credit losses. Citi's second lien mortgage portfolio also includes $1.5 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.

Impact of Mortgage Modification Programs on Consumer Mortgage Portfolio

        As discussed in "Consumer Loan Modification Programs" above, Citigroup also offers short-term and long-term real estate loan modification programs. The main objective of these programs is generally to reduce the payment burden for the borrower and improve the net present value of cash flows. 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 accounts that were not modified.

        Citigroup considers a combination of historical re-default rates, the current economic environment, and the nature of the modification program in forecasting expected cash flows in the determination of the allowance for loan losses on TDRs. With respect to HAMP, contractual modifications of loans that successfully completed the HAMP trial period began in the third quarter of 2009; accordingly, this is the earliest HAMP vintage available for comparison. 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 Citi Supplemental modifications due to what it believes to be the deeper payment and interest rate reductions associated with HAMP modifications.

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 lien North America consumer mortgage portfolios.

        In the first lien mortgage portfolio, as previously disclosed, both delinquencies and net credit losses have continued to be impacted by the HAMP trial loans and the growing backlog of foreclosures in process. As previously disclosed, loans in the HAMP trial modification period that do not make their original contractual payments 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 the trial period. If the loans are modified permanently, they will be returned to current status.

        In addition, the growing amount of foreclosures in process, which continues to be related to an industry-wide phenomenon resulting from foreclosure moratoria and other efforts to prevent or forestall foreclosure, have specific implications for the portfolio:

As set forth in the charts below, both first and second lien mortgages experienced fewer 90 days or more delinquencies in the second quarter of 2010, which led to lower net credit losses in the quarter as well. For first lien mortgages, the sequential improvement in 90 days or more delinquencies was driven entirely by asset sales and HAMP trials converting into permanent modifications. In the quarter, Citi sold $1.3 billion in delinquent mortgages. As of June 30, 2010, $2.5 billion of HAMP trial modifications in Citi's on-balance sheet portfolio were converted to permanent modifications, up from $1.6 billion at the end of the first quarter of 2010. For second lien mortgages, the net credit loss decrease during the quarter was driven by roll rate improvement.


(1)
A 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.

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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.


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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 since they 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 $28 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 lien mortgage portfolio contains approximately $30 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 lien 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 lien mortgage portfolio.

Loan Balances

        First Lien Mortgages—Loan Balances.    As a consequence of the difficult economic environment and the decrease in housing prices, LTV and FICO scores have generally deteriorated since origination, as depicted in the table below. On a refreshed basis, approximately 31% of first lien mortgages had a LTV ratio above 100%, compared to approximately 0% at origination. Approximately 29% of the first lien mortgages had FICO scores less than 620 on a refreshed basis, compared to 16% at origination.

Balances: June 30, 2010—First Lien Mortgages

At Origination
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  58% 6% 7%

80% < LTV£ 100%

  13% 7% 9%

LTV > 100%

  NM  NM  NM 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  26% 4% 9%

80% < LTV£ 100%

  18% 3% 9%

LTV > 100%

  16% 4% 11%

Note: NM—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 $1.7 billion from At Origination balances and $0.4 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 Lien Mortgages—Loan Balances.    In the second lien mortgage portfolio, the majority of loans are in the higher FICO categories. The challenging economic conditions have generally caused a migration towards lower FICO scores and higher LTV ratios. Approximately 47% of second lien mortgages 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: June 30, 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%

  NM  NM  NM 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  22% 1% 3%

80% < LTV£ 100%

  21% 2% 4%

LTV > 100%

  32% 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 are 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 5.8%.

        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%

  5.8% 11.0% 12.1%

80% < LTV£ 100%

  8.1% 13.5% 16.8%

LTV > 100%

  NM  NM  NM 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  0.3% 3.3% 15.0%

80% < LTV£ 100%

  0.8% 7.8% 22.6%

LTV > 100%

  2.0% 15.4% 30.3%
        

Note: NM—Not meaningful. 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% 4.2% 5.1%

80% < LTV£ 100%

  3.7% 4.9% 7.0%

LTV > 100%

  NM  NM  NM 


Refreshed
 FICO³660 620£FICO<660 FICO<620 

LTV£ 80%

  0.1% 1.2% 8.2%

80% < LTV£ 100%

  0.1% 1.3% 9.6%

LTV > 100%

  0.4% 3.1% 16.6%

Note: NM—Not meaningful. 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: June 30, 2010

        As of June 30, 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

 $44.4  46.3% 5.2%$13.6 $9.5 

Broker

 $16.7  17.4% 8.2%$3.1 $5.6 

Correspondent

 $34.8  36.3% 12.3%$11.6 $13.9 

*
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: June 30, 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

 $23.9  52.2% 1.8%$3.8 $7.1 

Broker

 $11.3  24.8% 3.8%$2.0 $6.8 

Correspondent

 $10.5  23.0% 4.1%$2.5 $7.5 

*
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. These 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 54% of its first mortgage lien portfolio with refreshed LTV>100%, compared to 30% overall for first lien mortgages. Illinois has 45% 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 5% of its loan portfolio with refreshed LTV>100%.

First Lien Mortgages: June 30, 2010

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

California

 $26.1  27.2% 7.2%$4.0 $10.0 

New York

 $7.9  8.2% 6.4%$1.5 $0.9 

Florida

 $5.8  6.1% 13.0%$2.1 $3.1 

Illinois

 $4.0  4.2% 9.8%$1.3 $1.8 

Texas

 $3.9  4.1% 5.7%$1.6 $0.2 

Others

 $48.2  50.2% 8.7%$17.9 $13.1 

*
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 71% of their loans with refreshed LTV > 100% compared to 47% overall for second lien mortgages.

Second Lien Mortgages: June 30, 2010

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

California

 $12.8  27.9% 3.0%$1.8 $6.4 

New York

 $6.3  13.8% 2.2%$0.9 $1.4 

Florida

 $2.9  6.4% 4.8%$0.7 $2.1 

Illinois

 $1.8  3.9% 2.6%$0.3 $1.1 

Texas

 $1.3  2.8% 1.3%$0.2 $0.4 

Others

 $20.7  45.2% 2.7%$4.4 $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: June 30, 2010

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

2010

 $0.7  0.7% 0.0%$0.1 $0.1 

2009

 $3.8  4.0% 0.7%$0.5 $0.2 

2008

 $12.3  12.9% 4.9%$2.8 $2.5 

2007

 $23.9  25.0% 12.2%$8.7 $11.6 

2006

 $17.1  17.8% 10.7%$5.4 $8.1 

2005

 $16.5  17.2% 6.6%$3.9 $5.1 

£ 2004

 $21.6  22.5% 6.9%$6.8 $1.5 

*
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: June 30, 2010

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

2010

 $0.1  0.3% 0.0%$0.0 $0.0 

2009

 $0.6  1.3% 0.2%$0.0 $0.0 

2008

 $4.0  8.8% 1.1%$0.6 $0.7 

2007

 $13.4  29.4% 3.2%$2.7 $7.2 

2006

 $14.7  32.2% 3.4%$2.9 $8.9 

2005

 $8.8  19.2% 2.6%$1.4 $4.0 

£ 2004

 $4.0  8.7% 1.7%$0.6 $0.5 

*
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 June 30, 2010, the Citi-branded portfolio totaled approximately $77 billion, while the retail partner cards portfolio was approximately $50 billion.

Impact of Loss Mitigation and Cards Modification Programs on Cards Portfolios

        In each of its Citi-branded and retail partner cards portfolios, Citi continues to actively eliminate riskier accounts to mitigate losses. Higher risk customers have either had their available lines of credit reduced or their accounts closed. On a net basis, end of period open accounts are down 15% in Citi-branded cards and down 13% in retail partner cards versus prior-year levels.

        As previously disclosed, 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, have tended to affect the retail partner cards portfolio faster than the branded portfolio.

        In addition to tightening credit standards, Citi also offers short-term and long-term cards modification programs, as discussed under "Consumer Loan Modification Programs" above. 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, as previously reported, 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. This improved performance of modified loans relative to those not modified has generally been the 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. In addition, during the second quarter of 2010, Citi placed fewer accounts into these programs and the results for these programs have remained positive.

        Overall, however, Citi continues to believe that net credit losses in each of its cards portfolios will likely continue to remain at elevated levels and will continue to be highly dependent on macroeconomic conditions and industry changes, including continued implementation of the CARD Act.

Cards Quarterly Trends—Delinquencies and Net Credit Losses

        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 second quarter of 2010, Citi continued to see stable to improving trends across both portfolios, based in part, it believes, on its loss mitigation programs, as previously discussed. Across both portfolios, delinquencies declined during the second quarter of 2010. In Citi-branded cards, net credit losses declined sequentially. On a percentage basis, however, net credit losses were up in Citi-branded cards due to declining loan balances. In retail partner cards, net credit losses declined for the fourth consecutive quarter.


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 73% of the Citi-branded portfolio had FICO credit scores of at least 660 on a refreshed basis as of June 30, 2010, while 65% of the retail partner cards portfolio had scores above 660.

Balances: June 30, 2010

Refreshed
 Citi Branded Retail Partners 

FICO ³ 660

  73% 65%

620 £ FICO < 660

  11% 13%

FICO < 620

  16% 22%

Note: Based on balances of $120 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 June 30, 2010. Given the economic environment, customers have generally 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 16% of the Citi-branded portfolio, have a 90+DPD rate of 16.3%; in the retail partner cards portfolio, loans with FICO scores less than 620 constitute 22% of the portfolio and have a 90+DPD rate of 16.7%.

90+DPD Delinquency Rate: June 30, 2010

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

FICO ³ 660

  0.2% 0.2%

620 £ FICO < 660

  0.7% 0.8%

FICO < 620

  16.3% 16.7%

Note: Based on balances of $120 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 June 30, 2010, the U.S. Installment portfolio totaled approximately $64 billion, while the U.S. Other Revolving portfolio was approximately $0.9 billion. While substantially all of the U.S. Installment portfolio is reported inLCL 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. As of June 30, 2010, the U.S. Installment portfolio included 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 were approximately $6 billion of non-FFELP Student Loans where losses are mitigated by private insurance. These insurance providers insure Citi against a significant portion of losses arising from borrower loan default, bankruptcy or death.

        Approximately 37% of the Installment portfolio had FICO credit scores less than 620 on a refreshed basis. Approximately 26% of the Other Revolving portfolio is composed of loans having FICO less than 620.

Balances: June 30, 2010

Refreshed
 Installment Other Revolving 

FICO ³ 660

  50% 59%

620 £ FICO < 660

  13% 15%

FICO < 620

  37% 26%

Note: Based on balances of $62 billion for Installment and $0.8 billion for Other Revolving. Excludes Canada and Puerto Rico. Excludes balances where FICO was unavailable ($1.6 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: June 30, 2010

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

FICO ³ 660

  0.2% 0.4%

620 £ FICO < 660

  1.3% 1.3%

FICO < 620

  7.7% 6.6%

Note: Based on balances of $62 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. The fair value of MSRs declines with increased prepayments, and lower interest rates are generally one factor that tends to lead to increased prepayments. Thus, by retaining risks of sold mortgage loans, Citigroup is 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 $4.894 billion and $6.530 billion at June 30, 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 June 30, 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 June 30, 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)

 $118,470  69%$231,863  87%

Non-investment grade(4)

             
 

Noncriticized

  21,312  12  16,911  6 
 

Criticized performing(5)

  21,065  12  14,108  6 
  

Commercial real estate (CRE)

  5,623  3  1,781  1 
  

Commercial and Industrial and Other

  15,442  9  12,327  5 
 

Non-accrual (criticized)(5)

  11,036  6  3,043  1 
  

CRE

  2,568  1  988   
  

Commercial and Industrial and Other

  8,468  5  2,055  1 
          

Total non-investment grade

 $53,413  31%$34,062  13%

Private Banking loans managed on a delinquency basis(4)

  13,738     2,216    

Loans at fair value

  2,358         
          

Total corporate loans

 $187,979    $268,141    

Unearned income

  (1,259)        
          

Corporate loans, net of unearned income

 $186,720    $268,141    
          

(1)
Includes $765 million 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 June 30, 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 June 30, 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

 $177 $46 $8 $231 

Unfunded lending commitments

  159  94  10  263 
          

Total

 $336 $140 $18 $494 
          


 
 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:

 
 June 30,
2010
 December 31,
2009
 

North America

  47% 51%

EMEA

  30  27 

Latin America

  7  9 

Asia

  16  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 June 30, 2010 and December 31, 2009, as a percentage of the total portfolio:

 
 Direct outstandings and
unfunded commitments
 
 
 June 30,
2010
 December 31,
2009
 

AAA/AA/A

  55% 58%

BBB

  25  24 

BB/B

  13  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
 
 
 June 30,
2010
 December 31,
2009
 

Government and central banks

  12% 12%

Banks

  8  9 

Investment banks

  7  5 

Other financial institutions

  5  12 

Petroleum

  5  4 

Utilities

  4  4 

Insurance

  4  4 

Agriculture and food preparation

  4  4 

Telephone and cable

  3  3 

Industrial machinery and equipment

  3  2 

Real estate

  3  3 

Global information technology

  2  2 

Chemicals

  2  2 

Other industries(1)

  38  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 June 30, 2010 and December 31, 2009, $49.2 billion and $59.6 billion, respectively, of credit risk exposure were economically hedged. Citigroup's 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 June 30, 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

 
 June 30,
2010
 December 31,
2009
 

AAA/AA/A

  48% 45%

BBB

  36  37 

BB/B

  11  11 

CCC or below

  5  7 
      

Total

  100% 100%
      

        At June 30, 2010 and December 31, 2009, the credit protection was economically hedging underlying credit exposure with the following industry distribution:

Industry of Hedged Exposure

 
 June 30,
2010
 December 31,
2009
 

Utilities

  6% 9%

Telephone and cable

  7  9 

Agriculture and food preparation

  8  8 

Chemicals

  7  8 

Petroleum

  6  6 

Industrial machinery and equipment

  4  6 

Autos

  7  6 

Retail

  5  4 

Insurance

  4  4 

Other financial institutions

  7  4 

Pharmaceuticals

  4  5 

Natural gas distribution

  4  3 

Metals

  4  4 

Global information technology

  3  3 

Other industries(1)

  24  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.

 
 June 30, 2010 March 31, 2010 June 30, 2009 
In millions of dollars Increase Decrease Increase Decrease Increase Decrease 

U.S. dollar

                 

Instantaneous change

 $(264)NM $(488)NM $(1,191) NM 

Gradual change

 $(179)NM $(110)NM $(694) NM 
              

Mexican peso

                 

Instantaneous change

 $60 $(60) $42 (42) $(21) 21 

Gradual change

 $33 $(33) $21 (21) $(15) 15 
              

Euro

                 

Instantaneous change

 $13 NM $(56)NM $26 $(25)

Gradual change

 $3 NM $(50)NM $(4)$4 
              

Japanese yen

                 

Instantaneous change

 $133 NM $148 NM $207  NM 

Gradual change

 $89 NM $97 NM $119  NM 
              

Pound sterling

                 

Instantaneous change

 $16 NM $(3)NM $(8) 8 

Gradual change

 $8 NM $(5)NM $(14) 14 
              

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

        The changes in the U.S. dollar IRE from the previous quarter 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 changes from the prior-year quarter primarily reflect modeling of mortgages and deposits based on lower rates, pricing changes due to the CARD Act, debt issuance and swapping activities, offset by repositioning of the liquidity portfolio.

        Certain trading-oriented businesses within Citi have accrual-accounted positions. The U.S. dollar IRE associated with these businesses is ($147) million for a 100 basis point instantaneous increase in 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)

 
$

(7

)

$

(86

)

$

(371

)
 
NM
  
NM
 
$

(49

)
              

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 $214 million, $172 million, $205 million, and $277 million at June 30, 2010, March 31, 2010, December 31, 2009, and June 30, 2009, respectively. Daily Citigroup trading VAR averaged $188 million and ranged from $163 million to $219 million during the second quarter of 2010.

        The following table summarizes VAR for Citigroup trading portfolios at June 30, 2010, March 31, 2010, and June 30, 2009, including the total VAR, the specific risk-only component of VAR, the isolated general market factor VARs, along with the quarterly averages. On April 30, 2010, Citigroup concluded its implementation of exponentially weighted market factor volatilities for Interest rate and FX positions to the VAR calculation. This methodology uses the higher of short- and long-term annualized volatilities. This enhancement resulted in a 31% increase inS&B VAR, and a 24% increase in Citigroup consolidated VAR, reported at June 30, 2010.

In million of dollars June 30,
2010
 Second
Quarter
2010
Average
 March 31,
2010
 First
Quarter
2010
Average
 June 30,
2009
 Second
Quarter
2009
Average
 

Interest rate

 $244 $224 $201 $193 $226 $217 

Foreign exchange

  57  57  53  51  84  61 

Equity

  71  64  49  73  65  94 

Commodity

  24  21  17  18  36  38 

Diversification benefit

  (182) (178) (148) (135) (134) (150)
              

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

 $214 $188 $172 $200 $277 $260 
              

Specific risk-only component(1)

 $17 $16 $15 $20 $18 $20 
              

Total—General market factors only

 $197 $172 $157 $180 $259 $240 
              

(1)
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:

 
 June 30,
2010
 March 31,
2010
 June 30,
2009
 
In millions of dollars Low High Low High Low High 

Interest rate

 $198 $270 $171 $228 $193 $240 

Foreign exchange

  36  94  37  78  31  91 

Equity

  48  89  47  111  50  153 

Commodity

  15  27  15  20  26  50 
              

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

In millions of dollars June 30,
2010
 March 31,
2010
 

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

 $176 $104 
      

Average—during quarter

  139  144 

High—during quarter

  180  235 

Low—during quarter

  100  99 
      

Table of Contents


INTEREST REVENUE/EXPENSE AND YIELDS

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

GRAPHIC

In millions of dollars 2nd Qtr.
2010
 1st Qtr.
2010
 2nd Qtr.
2009(1)
 Change
2Q10 vs. 2Q09
 

Interest revenue(2)

 $20,418 $20,852 $19,671  4%

Interest expense(3)

  6,379  6,291  6,842  (7)%
          

Net interest revenue(2)(3)

 $14,039 $14,561  12,829  9%
          

Interest revenue—average rate

  4.57% 4.75% 4.97% (40) bps

Interest expense—average rate

  1.60% 1.60% 1.93% (33) bps

Net interest margin

  3.15% 3.32% 3.24% (9) 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

  0.87% 0.92% 1.02% (15) bps

10-year U.S. Treasury note—average rate

  3.49% 3.72% 3.32% 17bps
          

10-year vs. two-year spread

  262bps 280bps 230bps   
          

(1)
Reclassified to conform to the current period's presentation and to exclude discontinued operations.

(2)
Excludes taxable equivalent adjustments (based on the U.S. Federal statutory tax rate of 35%) of $149 million, $135 million, and $82 million for the second quarter of 2010, the first quarter of 2010, and the second quarter of 2009, respectively.

(3)
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'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.

        NIM decreased by 17 basis points during the second quarter of 2010 due to the continued de-risking of loan portfolios, the expansion of loss mitigation efforts and the Primerica divestiture.


Table of Contents


AVERAGE BALANCES AND INTEREST RATES—ASSETS(1)(2)(3)(4)

 
 Average Volume Interest Revenue % Average Rate 
In millions of dollars 2nd Qtr.
2010
 1st Qtr.
2010
 2nd Qtr.
2009
 2nd Qtr.
2010
 1st Qtr.
2010
 2nd Qtr.
2009
 2nd Qtr.
2010
 1st Qtr.
2010
 2nd Qtr.
2009
 

Assets

                            

Deposits with banks(5)

 $168,330 $166,378 $168,631 $291 $290 $377  0.69% 0.71% 0.90%
                    

Federal funds sold and securities borrowed or purchased under agreements to resell(6)

                            

In U.S. offices

 $186,283 $160,033 $131,522 $452 $471 $515  0.97% 1.19% 1.57%

In offices outside the U.S.(5)

  83,055  78,052  61,382  329  281  279  1.59  1.46  1.82 
                    

Total

 $269,338 $238,085 $192,904 $781 $752 $794  1.16% 1.28% 1.65%
                    

Trading account assets(7)(8)

                            

In U.S. offices

 $130,475 $131,776 $134,334 $1,019 $1,069 $1,785  3.13% 3.29% 5.33%

In offices outside the U.S.(5)

  149,628  152,403  120,468  992  803  1,136  2.66  2.14  3.78 
                    

Total

 $280,103 $284,179 $254,802 $2,011 $1,872 $2,921  2.88% 2.67% 4.60%
                    

Investments(1)

                            

In U.S. offices

                            
 

Taxable

 $157,621 $150,858 $123,181 $1,301 $1,389 $1,674  3.31% 3.73% 5.45%
 

Exempt from U.S. income tax

  15,305  15,570  16,293  197  173  247  5.16  4.51  6.08 

In offices outside the U.S.(5)

  138,477  144,892  118,891  1,488  1,547  1,514  4.31  4.33  5.11 
                    

Total

 $311,403 $311,320 $258,365 $2,986 $3,109 $3,435  3.85% 4.05% 5.33%
                    

Loans (net of unearned income)(9)

                            

In U.S. offices

 $460,147 $479,384 $385,347 $9,153 $9,511 $6,254  7.98% 8.05% 6.51%

In offices outside the U.S.(5)

  249,353  254,488  270,594  5,074  5,162  5,675  8.16  8.23  8.41 
                    

Total

 $709,500 $733,872 $655,941 $14,227 $14,673 $11,929  8.04% 8.11% 7.29%
                    

Other interest-earning Assets

 $51,519 $45,894 $57,416 $122 $156 $215  0.95% 1.38% 1.50%
                    

Total interest-earning Assets

 $1,790,193 $1,779,728 $1,588,059 $20,418 $20,852 $19,671  4.57% 4.75% 4.97%
                       

Non-interest-earning assets(7)

  226,902  233,344  262,840                   
                          

Total Assets from discontinued operations

     $19,048                   
                          

Total assets

 $2,017,095 $2,013,072 $1,869,947                   
                    

(1)
Interest revenue excludes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $149 million, $135 million, and $82 million for the second quarter of 2010, the first quarter of 2010, and the second 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 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 (ASC 210-20-45) FIN 41 and Interest revenue excludes the impact of (ASC 210-20-45) 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 2nd Qtr.
2010
 1st Qtr.
2010
 2nd Qtr.
2009
 2nd Qtr.
2010
 1st Qtr.
2010
 2nd Qtr.
2009
 2nd Qtr.
2010
 1st Qtr.
2010
 2nd Qtr.
2009
 

Liabilities

                            

Deposits

                            

In U. S. offices

                            
 

Savings deposits(5)

 $186,070 $178,266 $173,168 $461 $458 $999  0.99% 1.04% 2.31%
 

Other time deposits

  48,171  54,391  57,869  100  143  278  0.83  1.07  1.93 

In offices outside the U.S.(6)

  475,562  481,002  428,188  1,475  1,479  1,563  1.24  1.25  1.46 
                    

Total

 $709,803 $713,659 $659,225 $2,036 $2,080 $2,840  1.15% 1.18% 1.73%
                    

Federal funds purchased and securities loaned or sold under agreements to repurchase(7)

                            

In U.S. offices

 $137,610 $120,695 $133,948 $237 $179 $288  0.69% 0.60% 0.86%

In offices outside the U.S.(6)

  100,759  79,447  74,346  560  475  643  2.23  2.42  3.47 
                    

Total

 $238,369 $200,142 $208,294 $797 $654 $931  1.34% 1.33% 1.79%
                    

Trading account liabilities(8)(9)

                            

In U.S. offices

 $39,709 $32,642 $19,592 $88 $44 $50  0.89% 0.55% 1.02%

In offices outside the U.S.(6)

  43,528  46,905  36,652  18  19  19  0.17  0.16  0.21 
                    

Total

 $83,237 $79,547 $56,244 $106 $63 $69  0.51% 0.32% 0.49%
                    

Short-term borrowings

                            

In U.S. offices

 $122,260 $152,785 $136,200 $181 $204 $209  0.59% 0.54% 0.62%

In offices outside the U.S.(6)

  33,630  27,659  35,299  34  72  106  0.41  1.06  1.20 
                    

Total

 $155,890 $180,444 $171,499 $215 $276 $315  0.55% 0.62% 0.74%
                    

Long-term debt(10)

                            

In U.S. offices

 $391,524 $397,113 $296,324 $3,011 $3,005 $2,427  3.08% 3.07% 3.29%

In offices outside the U.S.(6)

  23,369  25,955  29,318  214  213�� 260  3.67  3.33  3.56 
                    

Total

 $414,893 $423,068 $325,642 $3,225 $3,218 $2,687  3.12% 3.08% 3.31%
                    

Total interest-bearing liabilities

 $1,602,192 $1,596,860 $1,420,904 $6,379 $6,291 $6,842  1.60% 1.60% 1.93%
                       

Demand deposits in U.S. offices

  14,986  16,675  19,584                   

Other non-interest-bearing liabilities(8)

  243,892  247,365  267,055                   

Total liabilities from discontinued operations

      12,122                   
                          

Total liabilities

 $1,861,070 $1,860,900 $1,719,665                   
                          

Citigroup equity(11)

 $153,798 $149,993 $148,448                   
                          

Noncontrolling Interest

 $2,227 $2,179  1,834                   
                          

Total Equity

 $156,025 $152,172 $150,282                   
                          

Total Liabilities and Equity

 $2,017,095 $2,013,072 $1,869,947                   
                    

Net interest revenue as a percentage of average interest-earning assets(12)

                            

In U.S. offices

  1,087,675 $1,080,673 $944,819  8,136 $8,660 $6,452  3.00% 3.25% 2.74%

In offices outside the U.S.(6)

  702,518  699,055  643,240  5,903  5,901  6,377  3.37% 3.42  3.98 
                    

Total

 $1,790,193 $1,779,728 $1,588,059 $14,039 $14,561 $12,829  3.15% 3.32% 3.24%
                    

(1)
Interest revenue excludes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $149 million, $135 million, and $82 million for the second quarter of 2010, the first quarter of 2010, and the second 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 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 fees and charges of $242 million, $223 million and $670 million for three months ended June 30, 2010, March 31, 2010 and June 30, 2009, respectively. Additionally, the second quarter of 2009 includes the one-time FDIC special assessment of $333 million.

(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 (ASC 210-20-45) FIN 41and Interest expense excludes the impact of (ASC 210-20-45) 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.

Reclassified to conform to the current period's presentation.


Table of Contents


AVERAGE BALANCES AND INTEREST RATES—ASSETS(1)(2)(3)(4)

 
 Average Volume Interest Revenue % Average Rate 
In millions of dollars Six Months
2010
 Six Months
2009
 Six Months
2010
 Six Months
2009
 Six Months
2010
 Six Months
2009
 

Assets

                   

Deposits with banks(5)

 $167,354 $168,887 $581 $813  0.70% 0.97%
              

Federal funds sold and securities borrowed or purchased under agreements to resell(6)

                   

In U.S. offices

 $173,158 $129,763 $923 $1,065  1.07% 1.66%

In offices outside the U.S.(5)

  80,554  56,907  610  614  1.53  2.18 
              

Total

 $253,712 $186,670 $1,533 $1,679  1.22% 1.81%
              

Trading account assets(7)(8)

                   

In U.S. offices

 $131,126 $140,925 $2,088 $3,769  3.21% 5.39%

In offices outside the U.S.(5)

  151,015  114,460  1,795  2,103  2.40  3.71 
              

Total

 $282,141 $255,385 $3,883 $5,872  2.78% 4.64%
              

Investments(1)

                   

In U.S. offices

                   
 

Taxable

 $154,239 $122,541 $2,690 $3,154  3.52% 5.19%
 

Exempt from U.S. income tax

  15,438  15,434  370  365  4.83  4.77 

In offices outside the U.S.(5)

  141,685  112,921  3,035  3,092  4.32  5.52 
              

Total

 $311,362 $250,896 $6,095 $6,611  3.95% 5.31%
              

Loans (net of unearned income)(9)

                   

In U.S. offices

 $469,765 $394,408 $18,663 $13,085  8.01% 6.69%

In offices outside the U.S.(5)

  251,921  269,421  10,237  11,699  8.19  8.76 
              

Total

 $721,686 $663,829 $28,900 $24,784  8.08% 7.53%
              

Other interest-earning assets

 $48,707 $54,524 $278 $495  1.15% 1.83%
              

Total interest-earning assets

 $1,784,962 $1,580,191 $41,270 $40,254  4.66% 5.14%
                

Non-interest-earning assets(7)

  230,122  289,207             

Total assets from discontinued operations

    19,566             
                  

Total assets

 $2,015,084 $1,888,964             
              

(1)
Interest revenue excludes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $284 million and $179 million for the first six months of 2010 and 2009, respectively.

(2)
Interest rates and amounts include the effects of risk management activities associated with the respective asset and liability categories.

(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 (ASC 210-20-45) FIN 41 and interest revenue excludes the impact of (ASC 210-20-45) 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 ofInterest 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 Six Months
2010
 Six Months
2009
 Six Months
2010
 Six Months
2009
 Six Months
2010
 Six Months
2009
 

Liabilities

                   

Deposits

                   

In U. S. offices

                   
 

Savings deposits(5)

 $182,168 $169,073 $919 $1,632  1.02% 1.95%
 

Other time deposits

  51,281  59,576  243  694  0.96  2.35 

In offices outside the U.S.(6)

  478,282  418,514  2,954  3,362  1.25  1.62 
              

Total

 $711,731 $647,163 $4,116 $5,688  1.17% 1.77%
              

Federal funds purchased and securities loaned or sold under agreements to repurchase(7)

                   

In U.S. offices

 $129,153 $143,102 $416 $604  0.65% 0.85%

In offices outside the U.S.(6)

  90,103  71,265  1,035  1,431  2.32  4.05 
              

Total

 $219,256 $214,367 $1,451 $2,035  1.33% 1.91%
              

Trading account liabilities(8)(9)

                   

In U.S. offices

 $36,176 $20,152 $132 $143  0.74% 1.43%

In offices outside the U.S.(6)

  45,216  33,877  37  34  0.17  0.20 
              

Total

 $81,392 $54,029 $169 $177  0.42% 0.66%
              

Short-term borrowings

                   

In U.S. offices

 $137,522 $142,437 $385 $576  0.56% 0.82%

In offices outside the U.S.(6)

  30,645  35,257  106  202  0.70  1.16 
              

Total

 $168,167 $177,694 $491 $778  0.59% 0.88%
              

Long-term debt(10)

                   

In U.S. offices

 $394,318 $302,997 $6,016 $5,247  3.08% 3.49%

In offices outside the U.S.(6)

  24,662  31,688  427  574  3.49  3.65 
              

Total

 $418,980 $334,685  6,443 $5,821  3.10% 3.51%
              

Total interest-bearing liabilities

 $1,599,526 $1,427,938  12,670 $14,499  1.60% 2.05%
                

Demand deposits in U.S. offices

  15,831  17,486             

Other non-interest bearing liabilities(8)

  245,629  283,835             

Total liabilities from discontinued operations

    11,910             
                  

Total liabilities

 $1,860,986 $1,741,169             
                  

Total Citigroup equity(11)

 $151,895 $145,873             

Noncontrolling interest

  2,203  1,922             
                  

Total Equity

 $154,098 $147,795             
                  

Total liabilities and stockholders' equity

 $2,015,084 $1,888,964             
              

Net interest revenue as a percentage of average interest-earning assets(12)

                   

In U.S. offices

 $1,084,175 $957,624 $16,796 $13,095  3.12% 2.76%

In offices outside the U.S.(6)

  700,787  622,567  11,804  12,660  3.40% 4.10 
              

Total

 $1,784,962 $1,580,191 $28,600 $25,755  3.23% 3.29%
              

(1)
Interest revenue excludes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 35%) of $284 million and $179 million for the first six months of 2010 and 2009, respectively.

(2)
Interest rates and amounts include the effects of risk management activities associated with the respective asset and liability categories.

(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 fees and charges of $465 million and $969 million for the six months ended June 30, 2010 and June 30, 2009, respectively. Additionally, the second quarter of 2009 includes the one-time FDIC special assessment of $333 million.

(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 (ASC 210-20-45) FIN 41 and interest expense excludes the impact of (ASC 210-20-45) 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 ofInterest 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 Corporate 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)

 
 2nd Qtr. 2010 vs. 1st Qtr. 2010 2nd Qtr. 2010 vs. 2nd 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)

 $3 $(2)$1 $(1)$(85)$(86)
              

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

                   

In U.S. offices

 $71 $(90)$(19)$172 $(235)$(63)

In offices outside the U.S.(4)

  19  29  48  89  (39) 50 
              

Total

 $90 $(61)$29 $261 $(274)$(13)
              

Trading account assets(5)

                   

In U.S. offices

 $(10)$(40)$(50)$(50)$(716)$(766)

In offices outside the U.S.(4)

  (15) 204  189  238  (382) (144)
              

Total

 $(25)$164 $139 $188 $(1,098)$(910)
              

Investments(1)

                   

In U.S. offices

 $59 $(123)$(64)$394 $(817)$(423)

In offices outside the U.S.(4)

  (69) 10  (59) 229  (255) (26)
              

Total

 $(10)$(113)$(123)$623 $(1,072)$(449)
              

Loans (net of unearned income)(6)

                   

In U.S. offices

 $(383)$25 $(358)$1,341 $1,558 $2,899 

In offices outside the U.S.(4)

  (104) 16  (88) (436) (165) (601)
              

Total

 $(487)$41 $(446) 905 $1,393 $2,298 
              

Other interest-earning assets

 $17 $(51)$(34)$(20)$(73)$(93)
              

Total interest revenue

 $(412)$(22)$(434)$1,956 $(1,209)$747 
              

(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 liabilitiesofICGis reported as a reduction ofInterest revenue. Interest revenue and Interest expense on cash collateral positions are reported inTrading account assetsandTrading account liabilities, respectively.

(6)
Includes cash-basis loans.

Table of Contents


ANALYSIS OF CHANGES IN INTEREST EXPENSE AND NET INTEREST REVENUE(1)(2)(3)

 
 2nd Qtr. 2010 vs. 1st Qtr. 2010 2nd Qtr. 2010 vs. 2nd 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

 $4 $(44)$(40)$17 $(733) (716)

In offices outside the U.S.(4)

  (17) 13  (4) 162  (250) (88)
              

Total

 $(13)$(31)$(44)$179 $(983) (804)
              

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

                   

In U.S. offices

 $27 $31 $58 $8 $(59) (51)

In offices outside the U.S.(4)

  120  (35) 85  188  (271) (83)
              

Total

 $147 $(4)$143 $196 $(330) (134)
              

Trading account liabilities(5)

                   

In U.S. offices

 $11 $33 $44 $45 $(7) 38 

In offices outside the U.S.(4)

  (1)   (1) 3  (4) (1)
              

Total

 $10 $33 $43 $48 $(11) 37 
              

Short-term borrowings

                   

In U.S. offices

 $(44)$21 $(23)$(21)$(7) (28)

In offices outside the U.S.(4)

  13  (51) (38) (5) (67) (72)
              

Total

 $(31)$(30)$(61)$(26)$(74) (100)
              

Long-term debt

                   

In U.S. offices

 $(43)$49 $6 $740 $(156) 584 

In offices outside the U.S.(4)

  (22) 23  1  (54) 8  (46)
              

Total

 $(65)$72 $7 $686 $(148) 538 
              

Total interest expense

 $48 $40 $88 $1,083 $(1,546) (463)
              

Net interest revenue

 $(460)$(62)$(522)$873 $337  1,210 
              

(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 liabilitiesofICGis reported as a reduction ofInterest revenue. Interest revenue and Interest expense on cash collateral positions are reported inTrading account assetsandTrading account liabilities, respectively.

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ANALYSIS OF CHANGES IN INTEREST REVENUE, INTEREST EXPENSE, AND NET INTEREST REVENUE(1)(2)(3)

 
 Six Months 2010 vs. Six Months 2009 
 
 Increase (Decrease)
Due to Change in:
  
 
In millions of dollars Average
Volume
 Average
Rate
 Net
Change(2)
 

Deposits at interest with banks(4)

 $(7)$(225)$(232)
        

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

          

In U.S. offices

 $295 $(437)$(142)

In offices outside the U.S.(4)

  211  (215) (4)
        

Total

 $506 $(652)$(146)
        

Trading account assets(5)

          

In U.S. offices

 $(247)$(1,434)$(1,681)

In offices outside the U.S.(4)

  559  (867) (308)
        

Total

 $312 $(2,301)$(1,989)
        

Investments(1)

          

In U.S. offices

 $704 $(1,163)$(459)

In offices outside the U.S.(4)

  695  (752) (57)
        

Total

 $1,399 $(1,915)$(516)
        

Loans (net of unearned income)(6)

          

In U.S. offices

 $2,743 $2,836 $5,579 

In offices outside the U.S.(4)

  (735) (727) (1,462)
        

Total

 $2,008 $2,109 $4,117 
        

Other interest-earning assets

 $(48)$(169)$(217)
        

Total interest revenue

 $4,170 $(3,153)$1,017 
        

Deposits

          

In U.S. offices

 $48 $(1,212)$(1,164)

In offices outside the U.S.(4)

  438  (846) (408)
        

Total

 $486 $(2,058)$(1,572)
        

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

          

In U.S. offices

 $(55)$(133)$(188)

In offices outside the U.S.(4)

  317  (712) (395)
        

Total

 $262 $(845)$(583)
        

Trading account liabilities(5)

          

In U.S. offices

 $79 $(90)$(11)

In offices outside the U.S.(4)

  10  (7) 3 
        

Total

 $89 $(97)$(8)
        

Short-term borrowings

          

In U.S. offices

 $(19)$(172)$(191)

In offices outside the U.S.(4)

  (24) (72) (96)
        

Total

 $(43)$(244)$(287)
        

Long-term debt

          

In U.S. offices

 $1,447 $(678)$769 

In offices outside the U.S.(4)

  (123) (24) (147)
        

Total

 $1,324 $(702)$622 
        

Total interest expense

 $2,118 $(3,946)$(1,828)
        

Net interest revenue

 $2,052 $793 $2,845 
        

(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 liabilitiesofICGis reported as a reduction ofInterest revenue. Interest revenue and Interest expense on cash collateral positions are reported inTrading account assetsandTrading account liabilities, respectively.

(6)
Includes cash-basis loans.

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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 June 30, 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

 $10.8 $11.3 $12.1 $34.2 $26.0 $2.6 $36.8 $62.4 $33.0 $68.5 

Germany

  13.7  6.5  6.1  26.3  21.9  6.8  33.1  62.8  30.2  53.1 

India

  1.8  0.4  6.2  8.4  6.0  17.1  25.5  1.9  24.9  1.8 

Cayman Islands

  0.3  0.7  20.6  21.6  20.9    21.6  4.7  18.0  6.1 

United Kingdom

  10.9  1.0  8.0  19.9  17.8    19.9  142.5  17.1  138.5 

South Korea

  1.7  0.4  2.9  5.0  4.8  11.4  16.4  15.1  17.4  14.4 

Mexico

  2.0  1.2  3.7  6.9  4.4  8.4  15.3  21.7  12.8  21.2 

Netherlands

  4.6  2.7  8.0  15.3  9.7    15.3  45.2  20.3  65.5 

Italy

  1.1  9.4  2.4  12.9  11.2  0.9  13.8  16.4  21.7  21.2 

Venezuelan Operations

        In 2003, the Venezuelan government enacted currency restrictions that have restricted Citigroup's ability to obtain U.S. dollars in Venezuela at the official foreign currency rate. In May 2010, the government enacted new laws that have closed the parallel foreign exchange market and established a new foreign exchange market. Citigroup does not have access to U.S. dollars in this new market. Citigroup uses the official rate to re-measure the foreign currency transactions in the financial statements of its Venezuelan operations, which have U.S. dollar functional currencies, into U.S. dollars. At June 30, 2010, Citigroup had net monetary assets in its Venezuelan operations denominated in bolivars of approximately $200 million.


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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 June 30, 2010 and December 31, 2009.

 
 Credit valuation adjustment
Contra-liability (contra-asset)
 
In millions of dollars June 30, 2010 December 31, 2009 

Non-monoline counterparties

 $(3,618)$(3010)

Citigroup (own)

  1,567  1,401 
      

Net non-monoline CVA

 $(2,051)$(1,609)

Monoline counterparties(1)

  (1,637) (5,580)
      

Total CVA—derivative instruments

 $(3,688)$(7,189)

(1)
The reduction in CVA on derivative instruments with monoline counterparties includes $3.5 billion of utilizations/releases in the second quarter of 2010.

        The table below summarizes pretax gains (losses) related to changes in credit valuation adjustments on derivative instruments, net of hedges:

 
 Credit valuation
adjustment gain (loss)
 
In millions of dollars Second Quarter
2010
 Second Quarter
2009(1)
 Six months
ended June 30,
2010
 Six months
ended June 30,
2009(1)
 

CVA on derivatives, excluding monolines

 $(247)$734 $67 $3,215 

CVA related to monoline counterparties

  35  157  433  (933)
          

Total CVA—derivative instruments

 $(212)$891 $500 $2,282 
          

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

        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 primarily uses credit derivatives to help mitigate credit risk in its corporate loan portfolio and other cash 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 derivatives portfolio by counterparty and derivative form as of June 30, 2010 and December 31, 2009:

June 30, 2010:

 
 Fair values Notionals 
In millions of dollars Receivable Payable Beneficiary Guarantor 

By industry/counterparty

             

Bank

 $50,506 $47,514 $830,163 $772,889 

Broker-dealer

  20,231  20,702  312,437  298,884 

Monoline

  2,047    4,395   

Non-financial

  300  120  1,448  368 

Insurance and other financial institutions

  12,370  9,331  142,036  109,183 
          

Total by industry/counterparty

 $85,454 $77,667 $1,290,479 $1,181,324 
          

By instrument

             

Credit default swaps and options

 $84,597 $76,620 $1,267,276 $1,180,087 

Total return swaps and other

  857  1,047  23,203  1,237 
          

Total by instrument

 $85,454 $77,667 $1,290,479 $1,181,324 
          

By rating:

             

Investment grade

 $25,005 $19,772 $595,049 $526,043 

Non-investment grade(1)

  60,449  57,895  695,430  655,281 
          

Total by Rating

 $85,454 $77,667 $1,290,479 $1,181,324 
          

By maturity:

             

Within 1 year

 $2,169 $1,995 $142,787 $137,914 

From 1 to 5 years

  51,222  44,993  917,276  832,146 

After 5 years

  32,063  30,679  230,416  211,264 
          

Total by maturity

 $85,454 $77,667 $1,290,479 $1,181,324 
          

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(1)

  66,126  59,995  676,086  637,123 
          

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 
          

(1)
Also includes not rated credit derivative instruments.

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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 91% and 85% of the gross receivables are from counterparties with which Citi maintains collateral agreements as of June 30, 2010 and December 31, 2009, respectively. 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 ratings 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 (DTA)

        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. DTAs are recognized subject to management's judgment that realization is more likely than not.

        As of June 30, 2010, Citigroup had recognized net DTAs of approximately $49.9 billion, a decrease of $0.3 billion from $50.2 billion at March 31, 2010.

        Although realization is not assured, Citi believes that the realization of the recognized net deferred tax asset of $49.9 billion at June 30, 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 $19 billion of Citigroup's DTAs 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 DTAs of $49.9 billion is $31 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 $19 billion of the net DTAs. 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 DTAs 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 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.

        Included in the tax provision for the second quarter of 2010 was a release of $72 million in respect of the conclusion of the IRS audit of Citigroup's U.S. Federal consolidated income tax returns for the years 2003-2005.


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RECLASSIFICATION OF HELD-TO-MATURITY (HTM) SECURITIES TO AVAILABLE-FOR-SALE (AFS)

        In March 2010, the FASB issued ASU 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 structured notes, should be considered embedded credit derivatives subject to potential bifurcation and separate fair value accounting. The ASU allows any beneficial interest issued by a securitization vehicle to be accounted for under the fair value option at transition on July 1, 2010.

        The Company elected to account for beneficial interests issued by securitization vehicles, with a total fair value of $11.8 billion, under the fair value option on July 1, 2010. Beneficial interests previously classified as held-to-maturity (HTM) were reclassified to available-for-sale (AFS) on June 30, 2010, because as of that reporting date, the Company did not have the intent to hold the beneficial interests until maturity.

        All reclassified debt securities with gross unrealized losses were assessed for other-than-temporary impairment as of June 30, 2010, including an assessment of whether the Company intends to sell the security. For securities that the Company intends to sell, impairment charges of $176 million (pretax) were recorded in earnings in the second quarter of 2010.

        On July 1, 2010, the Company recorded a cumulative-effect adjustment to retained earnings for reclassified beneficial interests, consisting of gross unrealized losses recognized inAccumulated other comprehensive income (AOCI) of $401 million and gross unrealized gains recognized in AOCI of $355 million, for a net charge toRetained earnings of $46 million.

        See Notes 1and 10 to the Consolidated Financial Statements for details of this reclassification.


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

        Citigroup's disclosure controls and procedures are designed to ensure that information required to be disclosed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, including without limitation that information required to be disclosed by Citi in its SEC filings 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.

        Citigroup's Disclosure Committee assists the CEO and CFO in their responsibilities to design, establish, maintain and evaluate the effectiveness of Citi's disclosure controls and procedures. The Company'sDisclosure Committee is responsible for, among other things, the oversight, maintenance and implementation of the disclosure controls and procedures, subject to the supervision and oversight of the CEO and CFO.

        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 June 30, 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 June 30, 20092010 that materially affected, or are 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:


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Citigroup Inc.

CONSOLIDATED FINANCIAL STATEMENTS
AND NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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Page No.

Financial Statements:CONSOLIDATED FINANCIAL STATEMENTS

  
 

Consolidated Statement of Income (Unaudited)—For the Three and Six Months Ended June 30, 20092010 and 20082009

 
7492
 

Consolidated Balance Sheet—June 30, 20092010 (Unaudited) and December 31, 20082009

 
7593
 

Consolidated Statement of Changes in Stockholders' Equity (Unaudited)—Six Months Ended June 30, 20092010 and 20082009

 
7695
 

Consolidated Statement of Cash Flows (Unaudited)—Six Months Ended June 30, 20092010 and 20082009

 
7897
 

Citibank Consolidated Balance Sheet—Citibank, N.A. and Subsidiaries—June 30, 20092010 (Unaudited) and December 31, 20082009

 
7999

Notes to Consolidated Financial Statements (Unaudited):NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

  
 

Note 1—Basis of Presentation

 
80101
 

Note 2—Discontinued Operations

 
86107
 

Note 3—Business Segments

 
88108
 

Note 4—Interest Revenue and Expense

 
89109
 

Note 5—Commissions and Fees

 
90110
 

Note 6—Retirement BenefitsPrincipal Transactions

 
91111
 

Note 7—RestructuringRetirement Benefits and Incentive Plans

 
92112
 

Note 8—Earnings Perper Share

 
94114
 

Note 9—Trading Account Assets and Liabilities

 
95115
 

Note 10—Investments

 
96116
 

Note 11—Goodwill and Intangible Assets

 
106127
 

Note 12—Debt

 
108129
 

Note 13—Preferred Stock


111

Note 14—Changes in Accumulated Other Comprehensive Income (Loss)

 
113131
 

Note 15—14—Securitizations and Variable Interest Entities

 
114132

Note 15—Derivatives Activities


151
 

Note 16—Derivatives ActivitiesFair Value Measurement

 
135160
 

Note 17—Fair-Value Measurement (SFAS 157/ASC 820-10)Fair Value Elections

 
143175
 

Note 18—Fair-Value Elections (SFAS 155/ASC 815-15-25, SFAS 156/ASC 860-50-35 and SFAS 159/ASC 825-10)Fair Value of Financial Instruments

 
156180
 

Note 19—Fair Value of Financial Instruments (SFAS 107/ASC 825-10-50)Guarantees

 
162181
 

Note 20—GuaranteesContingencies

 
163186
 

Note 21—ContingenciesCitibank, N.A. Stockholder's Equity

 
168187
 

Note 22—Citibank, N.A. Equity (Unaudited)Subsequent Events

 
169188
 

Note 23—Subsequent Events


170

Note 24—Condensed Consolidating Financial Statement Schedules

 
170188

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CONSOLIDATED FINANCIAL STATEMENTS

CITIGROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME (Unaudited)

Citigroup Inc. and Subsidiaries

 
 Three months ended June 30 Six months ended June 30, 
In millions of dollars, except per share amounts 2009 2008(1) 2009 2008(1) 
Revenues             
Interest revenue $19,671 $27,337 $40,254 $56,498 
Interest expense  6,842  13,351  14,499  29,424 
          
Net interest revenue $12,829 $13,986 $25,755 $27,074 
          
Commissions and fees $5,437 $5,799 $9,605 $7,140 
Principal transactions  433  (5,802) 4,103  (12,434)
Administration and other fiduciary fees  1,472  2,197  3,078  4,398 
Realized gains (losses) on sales of investments  535  29  1,292  226 
Other-than-temporary impairment losses on investments(2)             
 Gross impairment losses  (2,329) (168) (3,708) (484)
 Less: Impairments recognized in OCI  1,634    2,265   
          
 Net impairment losses recognized in earnings $(695)$(168)$(1,443)$(484)
          
Insurance premiums  745  847  1,500  1,690 
Other revenue  9,213  650  10,600  2,085 
          
Total non-interest revenues $17,140 $3,552 $28,735 $2,621 
          
Total revenues, net of interest expense $29,969 $17,538 $54,490 $29,695 
          
Provisions for credit losses and for benefits and claims             
Provision for loan losses $12,233 $6,983 $22,148 $12,560 
Policyholder benefits and claims  308  260  640  535 
Provision for unfunded lending commitments  135  (143) 195  (143)
          
Total provisions for credit losses and for benefits and claims $12,676 $7,100 $22,983 $12,952 
          
Operating expenses             
Compensation and benefits $6,359 $8,692 $12,594 $17,254 
Premises and equipment  1,091  1,347  2,174  2,641 
Technology/communication  1,154  1,519  2,296  3,019 
Advertising and marketing  351  616  685  1,217 
Restructuring  (32) (44) (45) (29)
Other operating  3,076  3,084  5,980  6,489 
          
Total operating expenses $11,999 $15,214 $23,684 $30,591 
          
Income (loss) from continuing operations before income taxes $5,294 $(4,776)$7,823 $(13,848)
Provision (benefit) for income taxes  907  (2,447) 1,742  (6,333)
          
Income (loss) from continuing operations $4,387 $(2,329)$6,081 $(7,515)
          
Discontinued operations             
Income (loss) from discontinued operations $(279)$337 $(431)$391 
Gain (loss) on sale  14  (517) 2  (517)
Provision (benefit) for income taxes  (123) (86) (170) (91)
          
Income (loss) from discontinued operations, net of taxes $(142)$(94)$(259)$(35)
          
Net income (loss) before attribution of noncontrolling interests $4,245 $(2,423)$5,822 $(7,550)
Net Income (loss) attributable to noncontrolling interests  (34) 72  (50) 56 
          
Citigroup's net income (loss) $4,279 $(2,495)$5,872 $(7,606)
          
Basic earnings per share(3)             
Income (loss) from continuing operations $0.51 $(0.53)$0.36 $(1.56)
Income (loss) from discontinued operations, net of taxes  (0.02) (0.02) (0.05) (0.01)
          
Net income (loss) $0.49 $(0.55)$0.31 $(1.57)
          
Weighted average common shares outstanding  5,399.5  5,287.4  5,392.3  5,186.5 
          
Diluted earnings per share(3)             
Income (loss) from continuing operations $0.51 $(0.53)$0.36 $(1.56)
Income (loss) from discontinued operations, net of taxes  (0.02) (0.02) (0.05) (0.01)
          
Net income (loss) $0.49 $(0.55)$0.31 $(1.57)
          
Adjusted weighted average common shares outstanding  5,967.8  5,776.8  5,960.6  5,676.3 
          


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

(2)
For the three and six months ended June 30, 2009, OTTI losses on investments are accounted for in accordance FSP FAS 115-2 (ASC 320-10-65-1) (see "Accounting Changes" in Note 1 to the Consolidated Financial Statements).

(3)
The Company adopted FSP EITF 03-6-1 (ASC 260-10-45 to 65) on January 1, 2009. All prior periods have been restated to conform to the current presentation. The Diluted EPS calculation for 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.
 
 Three months ended June 30, Six months ended June 30, 
In millions of dollars, except per-share amounts 2010 2009 2010 2009 

Revenues

             

Interest revenue

 $20,418 $19,671 $41,270 $40,254 

Interest expense

  6,379  6,842  12,670  14,499 
          

Net interest revenue

 $14,039 $12,829 $28,600 $25,755 
          

Commissions and fees

 $3,229 $4,084 $6,874 $8,068 

Principal transactions

  2,217  1,788  6,370  5,701 

Administration and other fiduciary fees

  910  1,472  1,932  3,078 

Realized gains (losses) on sales of investments

  523  535  1,061  1,292 

Other than temporary impairment losses on investments

             
 

Gross impairment losses

  (457) (2,329) (1,007) (3,708)
 

Less: Impairments recognized in Other comprehensive income (OCI)

  3  1,634  46  2,265 
          
 

Net impairment losses recognized in earnings

 $(454)$(695)$(961)$(1,443)
          

Insurance premiums

 $636 $745 $1,384 $1,500 

Other revenue

  971  9,211  2,232  10,539 
          

Total non-interest revenues

 $8,032 $17,140 $18,892 $28,735 
          

Total revenues, net of interest expense

 $22,071 $29,969 $47,492 $54,490 
          

Provisions for credit losses and for benefits and claims

             

Provision for loan losses

 $6,523 $12,233 $14,889 $22,148 

Policyholder benefits and claims

  213  308  500  640 

Provision for unfunded lending commitments

  (71) 135  (106) 195 
          

Total provisions for credit losses and for benefits and claims

 $6,665 $12,676 $15,283 $22,983 
          

Operating expenses

             

Compensation and benefits

 $5,961 $6,359 $12,123 $12,594 

Premises and equipment

  936  1,091  1,901  2,174 

Technology/communication

  1,083  1,154  2,147  2,296 

Advertising and marketing

  367  351  669  685 

Restructuring

    (32) (3) (45)

Other operating

  3,519  3,076  6,547  5,980 
          

Total operating expenses

 $11,866 $11,999 $23,384 $23,684 
          

Income from continuing operations before income taxes

 $3,540 $5,294 $8,825 $7,823 

Provision for income taxes

  812  907  1,848  1,742 
          

Income from continuing operations

 $2,728 $4,387 $6,977  6,081 
          

Discontinued operations

             

Income (loss) from discontinued operations

 $(3)$(279)$(8)$(431)

Gain on sale

    14  94  2 

Provision (benefit) for income taxes

    (123) (122) (170)
          

Income (loss) from discontinued operations, net of taxes

 $(3)$(142)$208 $(259)
          

Net income before attribution of noncontrolling interests

 $2,725 $4,245 $7,185 $5,822 

Net income attributable to noncontrolling interests

  28  (34) 60  (50)
          

Citigroup's net income

 $2,697 $4,279 $7,125 $5,872 
          

Basic earnings per share

             

Income from continuing operations

 $0.09 $0.51 $0.24 $0.36 

Income (loss) from discontinued operations, net of taxes

    (0.02) 0.01  (0.05)
          

Net income

 $0.09 $0.49 $0.25 $0.31 
          

Weighted average common shares outstanding

  28,849.4  5,399.5  28,646.9  5,392.3 
          

Diluted earnings per share

             

Income from continuing operations

 $0.09 $0.51 $0.23 $0.36 

Income (loss) from discontinued operations, net of taxes

    (0.02) 0.01  (0.05)
          

Net income

 $0.09 $0.49 $0.24 $0.31 
          

Adjusted weighted average common shares outstanding

  29,752.6  5,967.8  29,543.1  5,960.6 
          

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 June 30,
2009
 December 31,
2008
 
 
 (Unaudited)
  
 

Assets

       

Cash and due from banks (including segregated cash and other deposits)

 $26,915 $29,253 

Deposits with banks

  182,577  170,331 

Federal funds sold and securities borrowed or purchased under agreements to resell (including $73,755 and $70,305 as of June 30, 2009 and December 31, 2008, respectively, at fair value)

  179,503  184,133 

Brokerage receivables

  34,598  44,278 

Trading account assets (including $125,977 and $148,703 pledged to creditors at June 30, 2009 and December 31, 2008, respectively)

  325,037  377,635 

Investments (including $32,159 and $14,875 pledged to creditors at June 30, 2009 and December 31, 2008, respectively)

  266,757  256,020 

Loans, net of unearned income

       
 

Consumer (including $32 and $36 at June 30, 2009 and December 31, 2008, respectively, at fair value)

  447,652  481,387 
 

Corporate (including $1,799 and $2,696 at June 30, 2009 and December 31, 2008, respectively, at fair value)

  194,038  212,829 
      

Loans, net of unearned income

 $641,690 $694,216 
 

Allowance for loan losses

  (35,940) (29,616)
      

Total loans, net

 $605,750 $664,600 

Goodwill

  25,578  27,132 

Intangible assets (other than MSRs)

  10,098  14,159 

Mortgage servicing rights (MSRs)

  6,770  5,657 

Other assets (including $19,300 and $21,372 as of June 30, 2009 and December 31, 2008 respectively, at fair value)

  165,538  165,272 

Assets of discontinued operations held for sale

  19,412   
      

Total assets

 $1,848,533 $1,938,470 
      

Liabilities

       

Deposits

       
 

Non-interest-bearing deposits in U.S. offices

 $82,854 $60,070 
 

Interest-bearing deposits in U.S. offices (including $998 and $1,335 at June 30, 2009 and December 31, 2008, respectively, at fair value)

  228,576  229,906 
      

Total U.S. deposits

 $311,430 $289,976 
 

Non-interest-bearing deposits in offices outside the U.S. 

  40,389  37,412 
 

Interest-bearing deposits in offices outside the U.S. (including $1,109 and $1,271 at June 30, 2009 and December 31, 2008, respectively, at fair value)

  452,917  446,797 
      

Total international deposits

 $493,306 $484,209 
      

Total deposits

 $804,736 $774,185 

Federal funds purchased and securities loaned or sold under agreements to repurchase (including $116,133 and $138,866 as of June 30, 2009 and December 31, 2008, respectively, at fair value)

  172,016  205,293 

Brokerage payables

  52,696  70,916 

Trading account liabilities

  119,312  167,478 

Short-term borrowings (including $3,358 and $17,607 at June 30, 2009 and December 31, 2008, respectively, at fair value)

  101,894  126,691 

Long-term debt (including $24,690 and $27,263 at June 30, 2009 and December 31, 2008, respectively, at fair value)

  348,046  359,593 

Other liabilities (including $12,667 and $11,889 as of June 30, 2009 and December 31, 2008, respectively, at fair value)

  83,291  90,292 

Liabilities of discontinued operations held for sale

  12,374   
      

Total liabilities

 $1,694,365 $1,794,448 
      

Citigroup stockholders' equity

       

Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares:835,632 at June 30, 2009, at aggregate liquidation value

 $74,301 $70,664 

Common stock ($0.01 par value; authorized shares: 15 billion), issued shares:5,671,743,807 at June 30, 2009 and December 31, 2008. 

  57  57 

Additional paid-in capital

  16,663  19,165 

Retained earnings

  88,874  86,521 

Treasury stock, at cost:June 30, 2009—164,026,833 shares and December 31, 2008—221,675,719 shares

  (5,950) (9,582)

Accumulated other comprehensive income (loss)

  (21,643) (25,195)
      

Total Citigroup stockholders' equity

 $152,302 $141,630 

Noncontrolling interest

  1,866  2,392 
      

Total equity

 $154,168 $144,022 
      

Total liabilities and equity

 $1,848,533 $1,938,470 
      

In millions of dollars, except shares June 30,
2010
 December 31,
2009
 
 
 (Unaudited)
  
 

Assets

       

Cash and due from banks (including segregated cash and other deposits)

 $24,709 $25,472 

Deposits with banks

  160,780  167,414 

Federal funds sold and securities borrowed or purchased under agreements to resell (including $98,099 and $87,837 as of June 30, 2010 and December 31, 2009, respectively, at fair value)

  230,784  222,022 

Brokerage receivables

  36,872  33,634 

Trading account assets (including $119,567 and $111,219 pledged to creditors at June 30, 2010 and December 31, 2009, respectively)

  309,412  342,773 

Investments (including $16,895 and $15,154 pledged to creditors at June 30, 2010 and December 31, 2009, respectively and $277,611and $246,429 at June 30, 2010 and December 31, 2009, respectively, at fair value)

  317,066  306,119 

Loans, net of unearned income

       
 

Consumer (including $2,620 and $34 at June 30, 2010 and December 31, 2009, respectively, at fair value)

  505,446  424,057 
 

Corporate (including $2,358 and $1,405 at June 30, 2010 and December 31, 2009, respectively, at fair value)

  186,720  167,447 
      

Loans, net of unearned income

 $692,166 $591,504 
 

Allowance for loan losses

  (46,197) (36,033)
      

Total loans, net

 $645,969 $555,471 

Goodwill

  25,201  25,392 

Intangible assets (other than MSRs)

  7,868  8,714 

Mortgage servicing rights (MSRs)

  4,894  6,530 

Other assets (including $18,716 and $12,664 as of June 30, 2010 and December 31, 2009, respectively, at fair value)

  174,101  163,105 
      

Total assets

 $1,937,656 $1,856,646 
      

See Notes to        The following table presents certain assets of consolidated variable interest entities (VIEs), which are included in the Consolidated Financial Statements.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.

 
 June 30, 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)

 $2,721 

Trading account assets

  4,187 

Investments

  11,247 

Loans, net of unearned income

    
 

Consumer (including $2,590 at fair value)

  150,770 
 

Corporate (including $680 at fair value)

  22,388 
    

Loans, net of unearned income

 $173,158 
 

Allowance for loan losses

  (13,916)
    

Total loans, net

 $159,242 

Other assets

  4,944 
    

Total assets of consolidated VIEs that can only be used to settle obligations of consolidated VIEs

 $182,341 
    

Table of Contents

CITIGROUP INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
(Continued)

Citigroup Inc. and Subsidiaries

In millions of dollars, except shares June 30,
2010
 December 31,
2009
 
 
 (Unaudited)
  
 

Liabilities

       

Non-interest-bearing deposits in U.S. offices

 $59,225 $71,325 

Interest-bearing deposits in U.S. offices (including $642 and $700 at June 30, 2010 and December 31, 2009, respectively, at fair value)

  241,820  232,093 

Non-interest-bearing deposits in offices outside the U.S. 

  46,322  44,904 

Interest-bearing deposits in offices outside the U.S. (including $745 and $845 at June 30, 2010 and December 31, 2009, respectively, at fair value)

  466,584  487,581 
      

Total deposits

 $813,951 $835,903 

Federal funds purchased and securities loaned or sold under agreements to repurchase (including $119,282 and $104,030 as of June 30, 2010 and December 31, 2009, respectively, at fair value)

  196,112  154,281 

Brokerage payables

  54,774  60,846 

Trading account liabilities

  131,001  137,512 

Short-term borrowings (including $1,650 and $639 at June 30, 2010 and December 31, 2009, respectively, at fair value)

  92,752  68,879 

Long-term debt (including $25,858 and $25,942 at June 30, 2010 and December 31, 2009, respectively, at fair value)

  413,297  364,019 

Other liabilities (including $11,205 and $11,542 as of June 30, 2010 and December 31, 2009, respectively, at fair value)

  78,439  80,233 
      

Total liabilities

 $1,780,326 $1,701,673 
      

Stockholders' equity

       

Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares:12,038 at June 30, 2010, at aggregate liquidation value

 $312 $312 

Common stock ($0.01 par value; authorized shares: 60 billion), issued shares:29,164,931,175 at June 30, 2010 and 28,626,100,389 at December 31, 2009

  292  286 

Additional paid-in capital

  99,014  98,142 

Retained earnings

  76,130  77,440 

Treasury stock, at cost:June 30, 2010—189,512,054 shares and December 31, 2009—142,833,099 shares

  (1,772) (4,543)

Accumulated other comprehensive income (loss)

  (19,170) (18,937)
      

Total Citigroup stockholders' equity

 $154,806 $152,700 

Noncontrolling interest

  2,524  2,273 
      

Total equity

 $157,330 $154,973 
      

Total liabilities and equity

 $1,937,656 $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.

 
 June 30, 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

 $32,665 

Long-term debt (including $5,418 at fair value)

  101,004 

Other liabilities

  4,589 
    

Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup

 $138,258 
    

CITIGROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)

Citigroup Inc. and Subsidiaries

 
 Six Months Ended June 30, 
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  3,637  27,424 
      
Balance, end of period $74,301 $27,424 
      
Common stock and additional paid-in capital       
Balance, beginning of period $19,222 $18,062 
 Employee benefit plans  (3,892) (2,695)
 Issuance of Common stock    4,911 
 Issuance of shares for Nikko Cordial acquisition    (3,500)
 Issuance of TARP-related warrants  88   
 Reset of convertible preferred stock conversion price  1,285   
 Other  17  (127)
      
Balance, end of period $16,720 $16,651 
      
Retained earnings       
Balance, beginning of period $86,521 $121,769 
 Adjustment to opening balance, net of tax(1)  413   
      
 Adjusted balance, beginning of period $86,934 $121,769 
 Net income (loss)  5,872  (7,606)
 Common dividends(2)  (37) (3,429)
 Preferred dividends  (2,502) (444)
 Preferred stock Series H discount accretion  (108)  
 Reset of convertible preferred stock conversion price  (1,285)  
      
Balance, end of period $88,874 $110,290 
      
Treasury stock, at cost       
Balance, beginning of period $(9,582)$(21,724)
 Issuance of shares pursuant to employee benefit plans  3,617  3,941 
 Treasury stock acquired(3)  (2) (6)
 Issuance of shares for Nikko Cordial acquisition    7,858 
 Other  17  20 
      
Balance, end of period $(5,950)$(9,911)
      
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  3,005  (3,715)
 Net change in cash flow hedges, net of tax  1,524  (760)
 Net change in FX translation adjustment, net of tax  (568) 1,111 
 Pension liability adjustment, net of tax  4  (25)
      
Net change in Accumulated other comprehensive income (loss) $3,965 $(3,389)
      
Balance, end of period $(21,643)$(8,049)
      
Total Citigroup common stockholders' equity (shares outstanding: 5,507,717 at June 30, 2009 and 5,450,068 at December 31, 2008) $78,001 $108,981 
      
Total Citigroup stockholders' equity $152,302 $136,405 
      
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  (134) (2,237)
 Transactions between Citigroup and the noncontrolling interest shareholders  (359) (261)
 Net income attributable to noncontrolling interest shareholders  (50) 56 
 Dividends paid to noncontrolling interest shareholders  (16) (61)
 Accumulated other comprehensive income—Net change in unrealized gains and losses on investments securities, net of tax  1  (12)
 Accumulated other comprehensive income—Net change in FX translation adjustment, net of tax  (31) 126 
 All other  63  187 
      
Net change in noncontrolling interests $(526)$(793)
      
Balance, end of period $1,866 $4,515 
      
Total equity $154,168 $140,920 
      

 
 Six Months Ended June 30, 
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

    3,637 
      

Balance, end of period

 $312 $74,301 
      

Common stock and additional paid-in capital

       

Balance, beginning of period

 $98,428 $19,222 

Employee benefit plans(1)

  (913) (3,892)

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

  (84) 17 
      

Balance, end of period

 $99,306 $16,720 
      

Retained earnings

       

Balance, beginning of period

 $77,440 $86,521 

Adjustment to opening balance, net of taxes(2)(3)

  (8,442) 413 
      

Adjusted balance, beginning of period

 $68,998 $86,934 

Citigroup's net income

  7,125  5,872 

Common dividends(4)

  7  (37)

Preferred dividends

    (2,502)

Preferred stock Series H discount accretion

    (108)

Reset of convertible preferred stock conversion price

    (1,285)
      

Balance, end of period

 $76,130 $88,874 
      

Treasury stock, at cost

       

Balance, beginning of period

 $(4,543)$(9,582)

Issuance of shares pursuant to employee benefit plans

  2,774  3,617 

Treasury stock acquired(5)

  (5) (2)

Other

  2  17 
      

Balance, end of period

 $(1,772)$(5,950)
      

Accumulated other comprehensive income (loss)

       

Balance, beginning of period

 $(18,937)$(25,195)

Adjustment to opening balance, net of taxes(2)

    (413)
      

Adjusted balance, beginning of period

 $(18,937)$(25,608)

Net change in unrealized gains and losses on investment securities, net of taxes

  2,088  3,005 

Net change in cash flow hedges, net of taxes

  (2) 1,524 

Net change in foreign currency translation adjustment, net of taxes

  (2,315) (568)

Pension liability adjustment, net of taxes

  (4) 4 
      

Net change inAccumulated other comprehensive income (loss)

 $(233)$3,965 
      

Balance, end of period

 $(19,170)$(21,643)
      

Total Citigroup common stockholders' equity (shares outstanding: 28,975,419 at June 30, 2010 and 28,483,267 at December 31, 2009)

 $154,494 $78,001 
      

Total Citigroup stockholders' equity

 $154,806 $152,302 
      

[Statement continues on the following page, including notes to table]


Table of ContentsCITIGROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited)
(Continued)

Citigroup Inc. and Subsidiaries

Comprehensive income (loss)       
 Net income (loss) before attribution of noncontrolling interests $5,822 $(7,550)
 Net change in accumulated other comprehensive income (loss)  3,935  (3,275)
      
Total comprehensive income (loss) $9,757 $(10,825)
Comprehensive income (loss) attributable to the noncontrolling interest  (80) 170 
      
Comprehensive income (loss) attributable to Citigroup $9,837 $(10,995)
      

 
 Six Months Ended June 30, 
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

  286   
 

Transactions between noncontrolling interest shareholders and the related consolidating subsidiary

  (26) (134)
 

Transactions between Citigroup and the noncontrolling-interest shareholders

    (359)
 

Net income attributable to noncontrolling-interest shareholders

  60  (50)
 

Dividends paid to noncontrolling—interest shareholders

  (54) (16)
 

Accumulated other comprehensive income—net change in unrealized gains and losses on investment securities, net of tax

  6  1 
 

Accumulated other comprehensive income—net change in FX translation adjustment, net of tax

  (105) (31)
 

All other

  84  63 
      

Net change in noncontrolling interests

 $251 $(526)
      

Balance, end of period

 $2,524 $1,866 
      

Total equity

 $157,330 $154,168 
      

Comprehensive income (loss)

       

Net income before attribution of noncontrolling interests

 $7,185 $5,822 

Net change inAccumulated other comprehensive income (loss)

  (332) 3,935 
      

Total comprehensive income

 $6,853 $9,757 
      

Comprehensive income (loss) attributable to the noncontrolling interests

 $(39)$(80)
      

Comprehensive income attributable to Citigroup

 $6,892 $9,837 
      

(1)
Includes unearned compensation on stock awards as well as the issuance in the second quarter of 2010 stock related to the "Common Stock Equivalents" (CSEs). For more information on the CSEs, see Note 7 to the Consolidated Financial Statements.

(2)
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 (ASC 320-10-65-1)and FAS 124-2). See Note 1

(3)
The adjustment to the Consolidated Financial Statementsopening balance for further disclosure.Retained earnings in 2010 represents the cumulative effect of adopting SFAS 167, now incorporated into ASC 810,Consolidation.

(2)(4)
Common dividends in 2010 represent a reversal of dividends accrued on forfeitures of previously issued but unvested employee stock awards related to employees who have left Citigroup. Common dividends declared were as follows: $0.01 per share in the first quarter of 2009 and $0.32 per share in the first and second quarters of 2008.2009.

(3)(5)
All open market repurchases were transacted under an existing authorized share repurchase plan.plan and relate to customer fails/errors.

See Notes to the Consolidated Financial Statements.Statements


Table of Contents

CITIGROUP INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)

 
 Six Months Ended June 30, 
In millions of dollars 2009 2008(1) 
Cash flows from operating activities of continuing operations       
Net income (loss) before attribution of noncontrolling interests $5,822 $(7,550)
Net income (loss) attributable to noncontrolling interests  (50) 56 
      
Citigroup's net income (loss) $5,872 $(7,606)
 Income (loss) from discontinued operations, net of taxes  (261) 278 
 Gain (loss) on sale, net of taxes  2  (313)
      
 Income (loss) from continuing operations—excluding noncontrolling interests $6,131 $(7,571)
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  196  167 
 Additions to deferred policy acquisition costs  (221) (222)
 Depreciation and amortization  859  1,410 
 Provision for credit losses  22,343  12,628 
 Change in trading account assets  48,322  33,545 
 Change in trading account liabilities  (47,786) 7,386 
 Change in federal funds sold and securities borrowed or purchased under agreements to resell  1,324  53,897 
 Change in federal funds purchased and securities loaned or sold under agreements to repurchase  (31,804) (58,136)
 Change in brokerage receivables net of brokerage payables  (7,763) 6,348 
 Net losses (gains) from sales of investments  (1,231) 258 
 Change in loans held-for-sale  (820) 16,340 
 Other, net  (10,287) (12,902)
      
Total adjustments $(26,868)$60,719 
      
Net cash provided by (used in) operating activities of continuing operations $(20,737)$53,148 
      
Cash flows from investing activities of continuing operations       
 Change in deposits at interest with banks $(12,689)$1,421 
 Change in loans  (86,734) (134,903)
 Proceeds from sales and securitizations of loans  127,034  142,939 
 Purchases of investments  (120,361) (213,470)
 Proceeds from sales of investments  47,441  59,265 
 Proceeds from maturities of investments  57,536  131,466 
 Capital expenditures on premises and equipment  (615) (1,509)
 Proceeds from sales of premises and equipment, subsidiaries and affiliates, and repossessed assets  4,845  2,216 
      
Net cash provided by (used in) investing activities of continuing operations $16,457 $(12,575)
      
Cash flows from financing activities of continuing operations       
 Dividends paid $(2,539)$(3,873)
 Issuance of common stock    4,961 
 Issuance (redemptions) of preferred stock    27,424 
 Treasury stock acquired  (2) (6)
 Stock tendered for payment of withholding taxes  (108) (325)
 Issuance of long-term debt  60,205  49,878 
 Payments and redemptions of long-term debt  (66,652) (57,780)
 Change in deposits  30,552  (22,588)
 Change in short-term borrowings  (20,497) (32,043)
      
Net cash (used in) provided by financing activities of continuing operations $959 $(34,352)
      
Effect of exchange rate changes on cash and cash equivalents $171 $212 
      
Net cash from discontinued operations $812 $185 
      
Change in cash and due from banks $(2,338)$6,618 
Cash and due from banks at beginning of period $29,253 $38,206 
      
Cash and due from banks at end of period $26,915 $44,824 
      
Supplemental disclosure of cash flow information for continuing operations       
 Cash (received) paid during the period for income taxes $(585)$915 
 Cash paid during the period for interest $15,084 $30,856 
      
Non-cash investing activities       
 Transfers to repossessed assets $1,363 $1,505 
      


(1)
Reclassified to conform to the current period's presentation
 
 Six Months Ended June 30, 
In millions of dollars 2010 2009 

Cash flows from operating activities of continuing operations

       

Net income before attribution of noncontrolling interests

 $7,185 $5,822 

Net income (loss) attributable to noncontrolling interests

  60  (50)
      

Citigroup's net income

 $7,125 $5,872 
 

Income (loss) from discontinued operations, net of taxes

  144  (261)
 

Gain on sale, net of taxes

  64  2 
      
 

Income from continuing operations—excluding noncontrolling interests

 $6,917 $6,131 

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

  168  196 
 

Additions to deferred policy acquisition costs

  1,966  (221)
 

Depreciation and amortization

  1,243  859 
 

Provision for credit losses

  14,783  22,343 
 

Change in trading account assets

  23,461  48,322 
 

Change in trading account liabilities

  (6,511) (47,786)
 

Change in federal funds sold and securities borrowed or purchased under agreements to resell

  (8,762) 1,324 
 

Change in federal funds purchased and securities loaned or sold under agreements to repurchase

  41,831  (31,804)
 

Change in brokerage receivables net of brokerage payables

  (9,310) (7,763)
 

Net losses (gains) from sales of investments

  (1,061) (1,292)
 

Change in loans held-for-sale

  (1,694) (820)
 

Other, net

  (21,430) (9,916)
      

Total adjustments

 $34,684 $(26,558)
      

Net cash provided by (used in) operating activities of continuing operations

 $41,601 $(20,427)
      

Cash flows from investing activities of continuing operations

       

Change in deposits with banks

 $6,634 $(12,689)

Change in loans

  55,314  (86,734)

Proceeds from sales and securitizations of loans

  3,752  127,034 

Purchases of investments

  (200,847) (120,361)

Proceeds from sales of investments

  78,983  47,441 

Proceeds from maturities of investments

  95,806  57,536 

Capital expenditures on premises and equipment

  (528) (615)

Proceeds from sales of premises and equipment, subsidiaries and affiliates, and repossessed assets

  1,164  4,845 
      

Net cash provided by investing activities of continuing operations

 $40,278 $16,457 
      

Cash flows from financing activities of continuing operations

       

Dividends paid

 $ $(2,539)

Issuance of ADIA Upper Decs equity units purchase contract

  1,875   

Treasury stock acquired

  (5) (2)

Stock tendered for payment of withholding taxes

  (724) (108)

Issuance of long-term debt

  13,153  60,205 

Payments and redemptions of long-term debt

  (41,765) (66,652)

Change in deposits

  (21,952) 30,552 

Change in short-term borrowings

  (33,227) (20,497)
      

Net cash (used in) provided by financing activities of continuing operations

 $(82,645)$959 
      

Effect of exchange rate changes on cash and cash equivalents

  (48) 171 
      

Net cash from discontinued operations

  51  502 
      

Change in cash and due from banks

 $(763)$(2,338)

Cash and due from banks at beginning of period

  25,472  29,253 
      

Cash and due from banks at end of period

 $24,709 $26,915 
      

Supplemental disclosure of cash flow information for continuing operations

       

Cash paid during the period for income taxes

 $2,769 $(585)

Cash paid during the period for interest

 $12,101 $15,084 
      

Non-cash investing activities

       

Transfers to repossessed assets

 $1,498 $1,363 
      

See Notes to the Unaudited Consolidated Financial Statements.


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Table of Contents

CITIBANK, N.A. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

 
 Citibank, N.A. and Subsidiaries
 
In millions of dollars, except shares June 30,
2010
 December 31,
2009
 
 
 (Unaudited)
  
 

Assets

       

Cash and due from banks

 $20,128 $20,246 

Deposits with banks

  132,946  154,372 

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

  29,174  31,434 

Trading account assets (including $785 and $914 pledged to creditors at June 30, 2010 and December 31, 2009, respectively)

  143,568  156,380 

Investments (including $5,238 and $3,849 pledged to creditors at June 30, 2010 and December 31, 2009, respectively)

  255,468  233,086 

Loans, net of unearned income

  477,897  477,974 

Allowance for loan losses

  (20,872) (22,685)
      

Total loans, net

 $457,025 $455,289 

Goodwill

  9,839  10,200 

Intangible assets, including MSRs

  6,237  8,243 

Premises and equipment, net

  4,496  4,832 

Interest and fees receivable

  6,353  6,840 

Other assets

  92,643  80,439 
      

Total assets

 $1,157,877 $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.

 
 June 30, 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)

 $2,228 

Trading account assets

  32 

Investments

  8,914 

Loans, net of unearned income

    
 

Consumer (including $2,590 at fair value)

  41,892 
 

Corporate (including $392 at fair value)

  21,593 
    

Loans, net of unearned income

 $63,485 
 

Allowance for loan losses

  (303)
    

Total loans, net

 $63,182 

Other assets

  1,775 
    

Total assets of consolidated VIEs that can only be used to settle obligations of consolidated VIEs

 $76,131 
    

[Statement continues on the following page]


Table of Contents

CITIBANK, N.A. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
(Continued)

In millions of dollars, except shares June 30,
2009
 December 31,
2008
 
 
 (Unaudited)
  
 
Assets       
Cash and due from banks $20,387 $22,107 
Deposits with banks  171,639  156,774 
Federal funds sold and securities purchased under agreements to resell  18,297  41,613 
Trading account assets (including $1,100 and $12,092 pledged to creditors at June 30, 2009 and December 31, 2008, respectively)  153,031  197,052 
Investments (including $1,707 and $3,028 pledged to creditors at June 30, 2009 and December 31, 2008, respectively)  190,070  165,914 
Loans, net of unearned income  525,265  555,198 
Allowance for loan losses  (22,881) (18,273)
      
Total loans, net $502,384 $536,925 
Goodwill  9,908  10,148 
Intangible assets  8,582  7,689 
Premises and equipment, net  5,005  5,331 
Interest and fees receivable  6,764  7,171 
Other assets  79,333  76,316 
      
Total assets $1,165,400 $1,227,040 
      
Liabilities       
Non-interest-bearing deposits in U.S. offices $86,285 $59,808 
Interest-bearing deposits in U.S. offices  176,284  180,737 
Non-interest-bearing deposits in offices outside the U.S.   36,655  33,769 
Interest-bearing deposits in offices outside the U.S.   456,793  480,984 
      
Total deposits $756,017 $755,298 
Trading account liabilities  57,215  110,599 
Purchased funds and other borrowings  107,693  116,333 
Accrued taxes and other expenses  8,070  8,192 
Long-term debt and subordinated notes  85,904  113,381 
Other liabilities  39,774  40,797 
      
Total liabilities $1,054,673 $1,144,600 
      
Citibank stockholder's equity       
Capital stock ($20 par value) outstanding shares: 37,534,553 in each period $751 $751 
Surplus  102,263  74,767 
Retained earnings  20,780  21,735 
Accumulated other comprehensive income (loss)(1)  (13,964) (15,895)
      
Total Citibank stockholder's equity $109,830 $81,358 
Noncontrolling interest  897  1,082 
      
Total equity $110,727 $82,440 
      
Total liabilities and equity $1,165,400 $1,227,040 
      

 
 Citibank, N.A. and Subsidiaries
 
In millions of dollars, except shares June 30,
2010
 December 31,
2009
 
 
 (Unaudited)
  
 

Liabilities

       

Non-interest-bearing deposits in U.S. offices

 $66,524 $76,729 

Interest-bearing deposits in U.S. offices

  188,010  176,149 

Non-interest-bearing deposits in offices outside the U.S. 

  42,256  39,414 

Interest-bearing deposits in offices outside the U.S. 

  474,629  479,350 
      

Total deposits

 $771,419 $771,642 

Trading account liabilities

  58,703  52,010 

Purchased funds and other borrowings

  63,156  89,503 

Accrued taxes and other expenses

  8,277  9,046 

Long-term debt and subordinated notes

  92,394  82,086 

Other liabilities

  41,206  39,181 
      

Total liabilities

 $1,035,155 $1,043,468 
      

Citibank stockholder's equity

       

Capital stock ($20 par value) outstanding shares: 37,534,553 in each period

 $751 $751 

Surplus

  109,099  107,923 

Retained earnings

  23,975  19,457 

Accumulated other comprehensive income (loss)(1)

  (12,227) (11,532)
      

Total Citibank stockholder's equity

 $121,598 $116,599 

Noncontrolling interest

  1,124  1,294 
      

Total equity

 $122,722 $117,893 
      

Total liabilities and equity

 $1,157,877 $1,161,361 
      

(1)
Amounts at June 30, 20092010 and December 31, 20082009 include the after-tax amounts for net unrealized gains (losses) on investment securities of ($6.680)$(2.948) billion and ($8.008)$(4.735) billion, respectively, for FXforeign currency translation of ($4.128)$(5.963) billion and ($3.964)$(3.255) billion, respectively, for cash flow hedges of ($2.509)$(2.141) billion and ($3.247)$(2.367) billion, respectively, and for pension liability adjustments of ($647) million$(1.175) billion and ($676) million,$(1.175) billion, respectively.

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.

 
 June 30, 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

 $28,258 

Long-term debt (including $2,766 at fair value)

  35,862 

Other liabilities

  2,928 
    

Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup

 $67,048 
    

Table of Contents

CITIGROUP INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.    BASIS OF PRESENTATION

        The accompanying Unauditedunaudited Consolidated Financial Statements as of June 30, 20092010 and for the three- and six-month periodsperiod ended June 30, 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, Citigroup's updated 2009 historical financial statements and notes filed on Form 8-K with the Securities and Exchange Commission (SEC) on June 25, 2010 and Citigroup's Quarterly Report on Form 10-Q for the quarter ended March 31, 2010.

        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, including any reclassificationsunaudited.

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 December 31, 2008 balances relatedprovide information about this entity to shareholders of Citigroup and international regulatory agencies (see Note 21 to the new Citicorp/Citi Holdings organizational structure.

FASB Launches Accounting Standards Codification

        The FASB has issued FASB Statement No. 168,The "FASB Accounting Standards Codification™" and the Hierarchy of Generally Accepted Accounting Principles. Statement 168 establishes the FASB Accounting Standards Codification™ (Codification or ASC) as the single source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAPConsolidated Financial Statements for SEC registrants. The Codification supersedes all existing non-SEC accounting and reporting standards. All other nongrandfathered, non-SEC accounting literature not included in the Codification will become nonauthoritative.further discussion).

        Following the Codification, the Board will not issue new standards in the form of Statements, FASB Staff Positions or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates, which will serve to update the Codification, provide background information about the guidance and provide the basis for conclusions on the changes to the Codification.

        GAAP is not intended to be changed as a result of the FASB's Codification project, but it will change the way the guidance is organized and presented. As a result, these changes will have a significant impact on how companies reference GAAP in their financial statements and in their accounting policies for financial statements issued for interim and annual periods ending after September 15, 2009. Citigroup has begun the process of implementing the Codification in this quarterly report by providing references to the Codification topics alongside references to the existing standards.

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.

        A detailed discussion of the Company's accounting policies is included in Citigroup's updated 2009 historical financial statements and notes filed on Form 8-K with the SEC on June 25, 2010.

Principles of Consolidation

        The Consolidated Financial Statements include the accounts of the Company. The Company consolidates subsidiaries in which it holds, directly or indirectly, more than 50% of the voting rights or where it exercises control. Entities where the Company holds 20% to 50% of the voting rights and/or has 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 variable interest entities when Citigroup is determined to be the primary 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 carrying amount is deemed unlikely, are included inOther revenue.


ACCOUNTING CHANGES

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," (ASC 825-10-65-1). This FSP requires disclosing qualitativestructured notes, should be considered embedded credit derivatives subject to potential bifurcation and quantitative information aboutseparate fair value accounting. The ASU allows any beneficial interest issued by a securitization vehicle to be accounted for under the fair value of all financial instrumentsoption at transition on a quarterly basis, including methods and significant assumptions usedJuly 1, 2010.

        The Company has elected to estimateaccount for the following beneficial interests issued by securitization vehicles under the fair value during the period. These disclosuresoption. Beneficial interests previously classified as held-to-maturity (HTM) were previously only done annually. The disclosures required by this FSP are effective for the quarter endedreclassified to available-for-sale (AFS) on June 30, 2009. This FSP has no effect2010, because as of that reporting date, the Company did not have the intent to hold the beneficial interests until maturity.

        The following table also shows the gross gains and gross losses that make up the cumulative-effect adjustment to retained earnings for reclassified beneficial interests, recorded on how Citigroup accounts for these instruments.July 1, 2010:

Other-Than-Temporary Impairments on Investment Securities

        In April 2009, the FASB issued FSP FAS 115-2 and FAS 124-2, "Recognition and Presentation of Other-Than-Temporary Impairments" (FSP FAS 115-2/ASC 320-10-65-1), which amends the recognition guidance for other-than-temporary impairments (OTTI) of

 
  
 July 1, 2010  
 
 
  
 Cumulative effect adjustment to Retained earnings  
 
In millions of dollars at June 30, 2010 Amortized cost Gross unrealized losses
recognized in AOCI(1)
 Gross unrealized gains
recognized in AOCI
 Fair Value 

Mortgage-backed securities

             
 

Prime

 $390 $ $49 $439 
 

Alt-A

  550    54  604 
 

Subprime

  221    6  227 
 

Non-U.S. residential

  2,244    38  2,282 
          
 

Total mortgage-backed securities

 $3,405 $ $147 $3,552 
          

Asset-backed securities

             
 

Auction rate securities

 $4,463 $401 $48 $4,110 
 

Other asset-backed

  3,990    160  4,150 
          

Total asset-backed securities

 $8,453 $401 $208 $8,260 
          

Total reclassified debt securities

 $11,858 $401 $355 $11,812 
          

(1)
All reclassified debt securities and expandswith gross unrealized losses were assessed for other-than-temporary-impairment as of June 30, 2010, including an assessment of whether the financial statement disclosures for OTTI on debt and equity securities. Citigroup adoptedCompany intends to sell the FSP in the first quarter of 2009.

        As a result 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 debtsecurity. For securities that the Company intends to sell, orimpairment charges of $176 million were recorded in earnings in the second quarter of 2010. Refer to Note 10 for more details on the total other-than-temporary-impairments recognized during the 3 months and 6 months ended June 30, 2010.

        Beginning July 1, 2010, the Company elected to account for these beneficial interests under the fair value option for various reasons, including:

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 amortized cost basis. For available-for-sale (AFS)fair value hierarchy and held-to-maturity (HTM) debt securities thatdescribing 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 Level 3 of the fair value measurement hierarchy will be required for fiscal years beginning after December 15, 2010.


TableElimination of ContentsQualifying Special Purpose Entities (QSPEs) and Changes in the Consolidation Model for VIEs

management        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 no intentelected to sellapply SFAS 166 and believes that it more-likely-than-not willSFAS 167 prospectively. Accordingly, prior periods have not be requiredbeen restated.

        SFAS 166 eliminates QSPEs. SFAS 167 details three key changes to sell priorthe consolidation model. First, former QSPEs are now included in the scope of SFAS 167. Second, the FASB has changed the method of analyzing which party to recovery, onlya VIE should consolidate the credit loss componentVIE (known as the primary beneficiary) to a qualitative determination of which party to the VIE has "power," combined with potentially significant benefits or losses, instead of the impairment is recognized in earnings, whileprevious quantitative risks and rewards model. The party that has "power" has the restability to direct the activities of the fair value loss is recognized inAccumulated Other Comprehensive Income (AOCI).VIE that most significantly impact the VIE's economic performance. Third, the new standard requires that the primary beneficiary analysis be re-evaluated whenever circumstances change. The credit loss component recognized in earnings is identified as the amount of principal cash flows not expected to be received over the remaining termprevious rules required reconsideration of the security as projected using the Company's cash flow projections using its base assumptions.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 incremental 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)). Due to the deconsolidation of these synthetic CDOs, Citigroup's Consolidated Balance Sheet now 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 requirements 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 FSP,1.25% limitation on LLRs includable in Tier 2 Capital.

        The following table reflects the incremental impact of adopting SFAS 166/167 on Citigroup's incomeGAAP 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 level of Citigroup involvement in individual former QSPEs and VIEs, only a portion of the firstformer QSPEs and second quarters of 2009 was higher by $631 million and $1,634 million on a pretax basis $391 million and $1,013 million on an after-tax basis), respectively.VIEs with which the Company is involved were required to be consolidated.

        TheIn addition, the cumulative effect of the change includedadopting these new accounting standards as of January 1, 2010 resulted in an increase in the opening balance ofaggregate after-tax charge toRetained earnings at January 1, 2009 of $665 million on a$8.4 billion, reflecting the net effect of an overall pretax basis ($413 million after-tax).charge to

        See Note 10Retained earnings (primarily relating to the Consolidated Financial Statements, Investments, for disclosuresestablishment 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 the Company's investment securities and OTTI.

Measurement of Fair Value in Inactive Markets

        In April 2009, the FASB issued FSP FAS 157-4, "Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly" (ASC 820-10-65-4). The FSP reaffirms that fair value is the price that would be 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. 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 Granted in Share-Based Payment Transactions Are Participating Securities" (ASC 260-10-45 to 65). 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.


Table of Contents$5.0 billion.

        The following table shows the effectimpact on certain of Citigroup's regulatory capital ratios of adopting these new accounting standards, reflecting immediate implementation of the FSP on Citigroup's basic and diluted EPSrecently 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 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 isCertain Investment Funds (ASU 2010-10) in the same as Basic EPS for all periods presented duefirst quarter of 2010. ASU 2010-10 provides a deferral 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 adoptedrequirements of SFAS No. 161,Disclosures about Derivative Instruments and Hedging Activities, an amendment to SFAS 133 (SFAS 161/ASC 815-10-65-1). The standard requires enhanced disclosures about derivative instruments and hedged items that are accounted for under SFAS 133 (ASC 815-10) 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 related to the Company's hedging activities and derivative instruments. SFAS 161 (ASC 815-10-65-1) 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)/ASC 805-10), 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) (ASC 805-10) 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) (ASC 805-10) also retains the guidance in SFAS 141 for identifying and recognizing intangible assets separately from goodwill. The most significant changes in SFAS 141(R) (ASC 805-10) 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 noncontrolling interest portion, and goodwill is recorded as if a 100% interest was acquired.

        Citigroup adopted SFAS 141(R) (ASC 805-10) 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/ASC 810-10-65-1), 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 (ASC 810-10-65-1) 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 using the fair value of the remaining investment, rather than the previous carrying amount of that retained investment.

        Citigroup adopted SFAS 160 (ASC 810-10-65-1) on January 1, 2009. As a result, $2.392 billion of noncontrolling interests was reclassified fromOther liabilities to Citigroup's Stockholders' equity.

Sale with Repurchase Financing Agreements

        In February 2008, the FASB issued FASB Staff Position (FSP) FAS 140-3, "Accounting for Transfers of Financial Assets and Repurchase Financing Transactions" (ASC 860-10-40). This FSP provides implementation guidance on whether a security transfer with a contemporaneous repurchase financing involving the transferred financial asset must be evaluated as one linked transaction or two separate de-linked transactions.

        The FSP requires the recognition of the transfer and the repurchase agreement as one linked transaction, unless all of167 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;

    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

    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.


TableInvestments in Certain Entities that Calculate Net Asset Value per Share

        As of ContentsDecember 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.the Company's accounting for its investments in alternative investment funds.

Determining WhetherMultiple Foreign Exchange Rates

        In May 2010, the FASB issued ASU 2010-19,Foreign Currency Issues: Multiple Foreign Currency Exchange Rates. The ASU requires certain disclosure in situations when an Instrument (or Embedded Feature) Is Indexedentity's reported balances in U.S. dollar monetary assets held by its foreign entities differ from the actual U.S. dollar-denominated balances due 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" (ASC 815-40).

Transition Guidancedifferent foreign exchange rates used in remeasurement and translation. The ASU also clarifies the reporting for Conforming Changes to Issue No. 98-5

        EITF Issue 08-4, "Transition Guidance for Conforming Changes to Issue No. 98-5" (ASC 470-20-65-2).

Equity Method Investment Accounting Considerations

        EITF Issue 08-6, "Equity Method Investment Accounting Considerations" (ASC 323-10).

Accounting for Defensive Intangible Assets

        EITF Issue 08-7, "Accounting for Defensive Intangible Assets" (ASC 350-30).

Determinationthe difference between the reported balances and the U.S. dollar-denominated balances upon the initial adoption of highly inflationary accounting. The ASU does not have a material impact on the Useful Life of Intangible AssetsCompany's accounting.

        FSP FAS 142-3 "Determination of the Useful Life of Intangible Assets" (ASC 350-30).

FUTURE APPLICATIONAPPLICATIONS OF ACCOUNTING STANDARDS

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" (ASC 715-20-65-2). This FSP requires that information about plan assets be disclosed, on an annual basis, based on the fair value disclosure requirements of SFAS 157 (ASC 820-10). Citigroup will be required to separate plan assets into the three fair value hierarchy levels and provide a rollforward of the changes in fair value of plan assets classified as Level 3 in Citigroup's annual Consolidated Financial Statements.

        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.

Loss-Contingency Disclosures

        In June 2008,July 2010, the FASB issued ana second exposure draft proposing expanded disclosures regarding loss contingencies accounted for under FASB Statement No. 5,Accounting for Contingencies (ASC 450-10 to 20, and SFAS 141(R) (ASC 805-10).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 QSPEsCredit Quality and Changes in the Consolidation ModelAllowance for Variable Interest EntitiesCredit Losses Disclosures

        In May 2009,July 2010, the FASB issued SFASASU No. 166,2010-20,AccountingDisclosures about Credit Quality of Financing Receivables and Allowance for Transfers of Financial Assets, an amendment of FASB Statement No. 140Credit Losses. (SFAS 166), thatThe ASU requires a greater level of disaggregated information about the allowance for credit losses and the credit quality of financing receivables. The period-end balance disclosure requirements for loans and the allowance for loans losses will eliminate Qualifying Special Purpose Entities (QSPEs) from the guidance in SFAS 140,Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities (ASC 860). This change will have a significant impact on Citigroup's Consolidated Financial Statements as the Company will lose sales treatment for certain assets previously sold to QSPEs, as well as for certain future sales, and for certain transfers of portions of assets that do not meet the definition of participating interests. SFAS 166 isbe effective for fiscal yearsreporting periods ending on or after December 15, 2010, while disclosures for activity during a reporting period that beginoccurs in the loan and allowance for loan losses accounts will be effective for reporting periods beginning on or after NovemberDecember 15, 2009.2010.

Effect of a Loan Modification When the Loan is Part of a Pool Accounted for as a Single Asset (ASU No. 2010-18)

        Simultaneously,In April 2010, the FASB issued SFASASU No. 167,2010-18,Amendments to FASB Interpretation No. 46(R)Effect of a Loan Modification When the Loan is Part of a Pool Accounted for as a Single Asset (SFAS 167), which details three key changes to the consolidation model in FASB Interpretation No. 46 (Revised December 2003), "Consolidation of Variable Interest Entities" (FIN 46(R)/ASC 810-10). First, former QSPEs will now be included in the scope of SFAS 167. In addition, the FASB has changed the method of analyzing which party to a variable interest entity (VIE) should consolidate the VIE (known as the primary beneficiary) to a qualitative determination of which party to the VIE has power combined with potentially significant benefits and losses, instead of the current quantitative risks and rewards model. The entity 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


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requires that the primary beneficiary analysis be re-evaluated whenever circumstances change. The current rules require reconsideration of the primary beneficiary only when specified reconsideration events occur.

As a result of implementing these new accounting standards, Citigroup expectsthe amendments in this ASU, modifications of loans that are accounted for within a pool do not result in the removal of those loans from the pool, even if the modification of those loans would otherwise be considered a troubled debt restructuring. An entity will continue to be required to consolidate certainconsider whether the pool of the VIEs and former QSPEs with which it currently has involvement. An ongoing evaluation of the application of these new requirements could, with the resolution of certain uncertainties, resultassets in the identification of additional VIEs and QSPEs, other than those presented below, needing to be consolidated. It is not currently anticipated, however, that any such newly identified VIEs and QSPEs would have a significant impact on Citigroup's Consolidated Financial Statements or capital position.

        In accordance with SFAS 167, Citigroup is currently evaluating two approaches for consolidating all of the VIEs and QSPEs that it expects to consolidate. The first approach would require initially measuring the assets, liabilities, and noncontrolling interests of the VIEs and QSPEs at their carrying values (the amounts at which the assets, liabilities, and noncontrolling interests wouldloan is included is impaired if expected cash flows for the pool change. The ASU will be effective for reporting periods ending on or after July 15, 2010. The ASU will have been carried inno material effect on the Consolidated Financial Statements, if Citigroup wereCompany's financial statements.

Potential Amendments to be designated as the primary beneficiary). The second approach under consideration would be to elect the fair value option, in which all of the financial assets and liabilities of certain designated VIEs and QSPEs would be 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.

        While this review has not yet been completed, Citigroup's tentative approach would be to consolidate all of the VIEs and QSPEs that it expects to consolidate at carrying value, except for Local Consumer Lending private label residential mortgages, for which the fair value option would be elected. The following tables present the pro forma impact of adopting these new accounting standards applying this tentative approach. The actual impact of adopting these new accounting requirements could, however, be significantly different, should Citigroup change from this methodology. For instance, if Citigroup were to consolidate its off-balance sheet credit card securitization vehicles applying the fair value option, an associated allowance for loan losses would not be established upon adoption of SFAS 167, with an offsetting charge toRetained earnings. Rather, the charge toRetained earnings would be affected by the difference between the fair value of the assets and liabilities that Citigroup would consolidate, which would result in a lesser charge toRetained earnings than under the carrying value approach.Current Accounting Standards

        The pro forma impactFASB is currently working on amendments to existing accounting standards governing financial instruments and lease accounting. Upon completion of these impendingthe standards, the Company will need to re-evaluate its accounting and disclosures. The FASB is proposing sweeping changes to the classification and measurement of financial instruments, hedging and impairment guidance. The FASB is also working on incremental GAAP assets and resulting risk-weighted assets for those VIEs and former QSPEsa project that are currently expectedwould require all leases to be consolidatedcapitalized on the balance sheet. These projects will have significant impacts for accounting purposes as of January 1, 2010 (based on financial information as of June 30, 2009), reflecting Citigroup's present understandingthe Company. However, due to ongoing deliberations of the new requirements, and assuming continued application of existing risk-based capital rules, would be as follows:

 
 Incremental 
In billions of dollars GAAP
assets
 Risk-
weighted
assets(1)
 

Credit cards

 $85.5 $0.5 

Commercial paper conduits

  44.5   

Student loans

  14.2  4.1 

Private label consumer mortgages

  9.2  5.3 

Investment funds

  3.3  0.5 

Commercial mortgages

  1.3  1.3 

Muni bonds

  0.7  0.1 

Mutual fund deferred sales commissions

  0.6  0.4 
      

Total

 $159.3 $12.2 
      

(1)
Citigroup undertook certain actions during the first and second quarters of 2009 in support of its off-balance sheet credit card securitization vehicles. As a result of these actions, Citigroup included approximately $82 billion of incremental risk-weighted assets in its risk-based capital ratios as of March 31, 2009, and an additional approximately $900 million as of June 30, 2009. See Note 15 to the Consolidated Financial Statements.

        The above table reflects: (i) the estimated portion of the assets of former QSPEs to which Citigroup, acting as principal, has transferred assets and received sales treatment as of June 30, 2009 (totaling approximately $747.0 billion), and (ii) the estimated assets of significant unconsolidated VIEs as of June 30, 2009 with which Citigroup is involved (totaling approximately $238.4 billion) that would be required to be consolidated under the new accounting standards. Due to the variety of transaction structures and the level of Citigroup involvement in individual former QSPEs and VIEs, only a portion of the former QSPEs and VIEs with whichstandard-setters, the Company is involved is expectedcurrently unable to be consolidated.

        In addition,determine the cumulative effect of adopting these new accounting standards as of January 1, 2010, based on financial information as of June 30, 2009, would result in an estimated aggregate after-tax charge toRetained earnings of approximately $8.3 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 approximately $13.3 billion and the recognition of related deferred tax assets amounting to approximately $5.0 billion.future amendments or proposals at this time.


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        The pro forma impact on certain of Citigroup's regulatory capital ratios of adopting these new accounting standards (based on financial information as of June 30, 2009), and assuming the continued application of the existing risk-based capital rules, would be as follows:

 
 As of June 30, 2009 
 
 As Reported Pro Forma Impact 

Tier 1 Capital

  12.74% 11.40% (134) bps 

Total Capital

  16.62% 15.30% (132) bps 

        The actual impact of adopting the new accounting standards on January 1, 2010 could differ, as financial information changes from the June 30, 2009 estimates and as several uncertainties in the application of these new standards are resolved.

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 07-1/07-1) (now incorporated into ASC 946-10)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." This statement sets forth more stringent criteria for qualifying as an investment company than does the predecessor Audit Guide. In addition, SOP 07-1(ASC 946-10)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(ASC 946-10).the SOP.


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2.    DISCONTINUED OPERATIONS

Sale of Nikko Cordial

        On MayOctober 1, 2009, Citigroup entered into a definitive agreement to sell its Japanese domestic securities business, conducted principally throughthe Company announced the successful completion of the sale of Nikko Cordial Securities Inc., to Sumitomo Mitsui Banking Corporation in aCorporation. The transaction withhad a total cash value to Citi of approximately $7.9776 billion (¥774.5 billion)yen (U.S. $8.7 billion at an exchange rate of 89.60 yen to U.S. $1.00 as of September 30, 2009). Citi's ownership interestsThe 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 Nikko Citigroup Limited, Nikko Asset Management Co., Ltd., and Nikko Principal Investments Japan Ltd. were notan immaterial gain in 2009. A total of about 7,800 employees are included in the transaction. The transaction is expected to close by the end of the fourth quarter of 2009, subject to regulatory approvals and customary closing conditions.

        The Nikko Cordial operations had total assets and total liabilities as of June 30, 2009, of $19.4approximately $24 billion and $12.4$16 billion, respectively.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. The assets and liabilities of the businesses being sold are included inAssets of discontinued operations held for sale andLiabilities of discontinued operations held for sale on the Consolidated Balance Sheet.

            The following is a summary as of June 30, 2009 of the assets and liabilities ofDiscontinued operations held for sale on the Consolidated Balance Sheet for the operations related to the Nikko Cordial businesses to be sold:

    In millions of dollars June 30,
    2009
     

    Assets

        

    Cash due from banks

     $800 

    Deposits at interest with banks

      443 

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

      3,306 

    Brokerage receivables

      1,711 

    Trading account assets

      6,185 

    Investments

      486 

    Goodwill

      533 

    Intangibles

      3,085 

    Other assets

      2,863 
        

    Total assets

     $19,412 
        

    Liabilities

        

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

     $1,473 
     

    Brokerage payables

      2,488 
     

    Trading account liabilities

      2,289 
     

    Short term borrowings

      4,300 

    Other Liabilities

      1,824 
        

    Total liabilities

     $12,374 
        

            Summarized financial information for discontinued operations, including cash flows, related to the sale of Nikko Cordial follows:

     
     Three Months
    Ended June 30,
     Six Months
    Ended June 30,
     
    In millions of dollars 2009 2008 2009 2008 

    Total revenues, net of interest expense

     $112 $539 $380 $823 
              

    Income (loss) from discontinued operations

     $(248)$105 $(382)$(5)

    Provision (benefit) for income taxes and noncontrolling interest, net of taxes

      (83) 43  (133) (10)
              

    Income (loss) from discontinued operations, net of taxes

     $(165)$62 $(249)$5 
              


     
     Six Months
    Ended June 30,
     
    In millions of dollars 2009 2008 

    Cash flows from operating activities

     $4,129 $(1,535)

    Cash flows from investing activities

      (5,472) (3,229)

    Cash flows from financing activities

      2,126  5,134 
          

    Net cash provided by (used in) discontinued operations

     $783 $370 
          

    Table of Contents

    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 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 operationsNikko Cordial is as follows:

 
 Three Months
Ended June 30,
 Six Months
Ended June 30,
 
In millions of dollars 2009 2008 2009 2008 

Total revenues, net of interest expense

 $30 $575 $36 $1,154 
          

Income (loss) from discontinued operations

 $(20)$189 $(39)$348 

Gain (loss) on sale(1)

      (41)  

Provision (benefit) for income taxes and noncontrolling interest, net of taxes

  (41) 67  (48) 123 
          

Income (loss) from discontinued operations, net of taxes

 $21 $122 $(32)$225 
          


(1)
First half of 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.
 
 Six Months
Ended June 30,
 
In millions of dollars 2009 2008 

Cash flows from operating activities

 $8 $(2,116)

Cash flows from investing activities

    432 

Cash flows from financing activities

  (8) 1,498 
      

Net cash provided by (used in) discontinued operations

 $ $(186)
      
 
 Three Months
June 30,
 Six Months
Ended June 30,
 
In millions of dollars 2010 2009 2010 2009 

Total revenues, net of interest expense

 $ $112 $92 $380 
          

Income (loss) from discontinued operations

 $ $(248)$(7)$(382)

Gain on sale

      94   

Benefit for income taxes and noncontrolling interest, net of taxes

    (83) (122) (133)
          

Income (loss) from discontinued operations, net of taxes

 $ $(165)$209 $(249)
          

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 June 30,
 Six Months
Ended June 30,
 
In millions of dollars 2009 2008 2009 2008 

Total revenues, net of interest expense

 $21 $(281)$30 $(82)
          

Income (loss) from discontinued operations

 $(11)$43 $(10)$47 

Gain (loss) on sale(1)

  14  (517) 14  (517)

Provision (benefit) for income taxes and noncontrollinginterest, net of taxes

  1  (196) 1  (204)
          

Income (loss) from discontinued operations, net of taxes

 $2 $(278)$3 $(266)
          


(1)
The $3 million in income from discontinued operations for the first half of 2009 relates to a transitional service agreement.

 Six Months
Ended June 30,
  Six Months
June 30,
 
In millions of dollars 2009 2008  2010 2009 

Cash flows from operating activities

 $ $(287) $(134)$(1,194)

Cash flows from investing activities

  349  185 1,667 

Cash flows from financing activities

  (61)   
          

Net cash provided by (used in) discontinued operations

 $ $1 

Net cash provided by discontinued operations

 $51 $473 
          

Table of Contents

Combined Results for Discontinued Operations

        The following is summarized financial information for the Nikko Cordial business, German retail banking operations and CitiCapital business. The German retail banking operation, which was sold on December 5, 2008, and the Citi Capital business, which was sold on July 31, 2008, continue to have minimal residual costs associated with the sales. Additionally, contingency consideration payments received during the first quarter of 2009 of $29 million pretax ($19 million 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 June 30,
 Six Months
Ended June 30,
 
In millions of dollars 2009 2008 2009 2008 

Total revenues, net of interest expense

 $163 $833 $446 $1,895 
          

Income (loss) from discontinued operations

 $(279)$337 $(431)$391 

Gain (loss) on sale

  14  (517) 2  (517)

Provision (benefit) for income taxes and noncontrolling interest, net of taxes

  (123) (86) (170) (91)
          

Income from discontinued operations, net of taxes

 $(142)$(94)$(259)$(35)
          

 
 Three Months
Ended June 30,
 Six Months
Ended June 30,
 
In millions of dollars 2010 2009 2010 2009 

Total revenues, net of interest expense

 $18 $163 $135 $446 
          

Income (loss) from discontinued operations

 $(3)$(279)$(8)$(431)

Gain on sale

    14  94  2 

Benefit for income taxes and noncontrolling interest, net of taxes

    (123) (122) (170)
          

Income (loss) from discontinued operations, net of taxes

 $(3)$(142)$208 $(259)
          

Cash Flowsflows from Discontinued Operationsdiscontinued operations

 
 Six Months
Ended June 30,
 
In millions of dollars 2009 2008 

Cash flows from operating activities

 $4,137 $(3,938)

Cash flows from investing activities

  (5,443) (2,448)

Cash flows from financing activities

  2,118  6,571 
      

Net cash provided by (used in) discontinued operations

 $812 $185 
      

 
 Six Months
Ended June 30,
 
In millions of dollars 2010 2009 

Cash flows from operating activities

 $(132)$(1,175)

Cash flows from investing activities

  186  1,686 

Cash flows from financing activities

  (3) (9)
      

Net cash provided by discontinued operations

 $51 $502 
      


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(2) 
 
 Three Months Ended June 30,  
  
 
In millions of dollars, except
identifiable assets in billions
 Jun. 30,
2009
 Dec. 31,
2008
 
 2009 2008 2009 2008 2009 2008 

Regional Consumer Banking

 $5,605 $6,881 $(102)$331 $217 $991 $198 $200 

Institutional Clients Group

  9,355  9,885  1,332  1,313  2,841  2,442  787  802 
                  
 

Subtotal Citicorp

  14,960  16,766  1,230  1,644  3,058  3,433  985  1,002 

Citi Holdings

  15,750  2,079  712  (3,323) 1,359  (5,225) 649  715 

Corporate/Other

  (741) (1,307) (1,035) (768) (30) (537) 213  221 
                  

Total

 $29,969 $17,538 $907 $(2,447)$4,387 $(2,329)$1,847 $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 June 30,  
  
 
In millions of dollars, except
identifiable assets in billions
 Jun. 30,
2010
 Dec. 31,
2009
 
 2010 2009 2010 2009 2010 2009 

Regional Consumer Banking

 $8,032 $6,201 $336 $7 $1,177 $424 $309 $257 

Institutional Clients Group

  8,457  9,184  940  1,143  2,619  2,812  902  882 
                  
 

Subtotal Citicorp

  16,489  15,385  1,276  1,150  3,796  3,236  1,211  1,139 

Citi Holdings

  4,919  15,325  (646) 789  (1,197) 1,182  465  487 

Corporate/Other

  663  (741) 182  (1,032) 129  (31) 262  231 
                  

Total

 $22,071 $29,969 $812 $907 $2,728 $4,387 $1,938 $1,857 
                  

 

 
 Revenues, net
of interest expense
 Provision (benefit)
for income taxes
 Income (loss) from
continuing operations(1)
 
 
 Six Months Ended June 30, 
In millions of dollars 2009 2008 2009 2008 2009 2008 

Regional Consumer Banking

 $11,376 $13,855 $(57)$878 $801 $2,322 

Institutional Clients Group

  24,153  20,020  4,756  2,497  9,939  5,759 
              
 

Subtotal Citicorp

  35,529  33,875  4,699  3,375  10,740  8,081 

Citi Holdings

  19,202  (2,439) (2,974) (9,093) (3,977) (14,375)

Corporate/Other

  (241) (1,741) 17  (615) (682) (1,221)
              

Total

 $54,490 $29,695 $1,742 $(6,333)$6,081 $(7,515)
              

 
 Revenues, net
of interest expense(1)
 Provision (benefit)
for income taxes
 Income (loss) from
continuing operations(1)(2)
 
 
 Six Months Ended June 30, 
 
 2010 2009 2010 2009 2010 2009 

Regional Consumer Banking

 $16,114 $12,554 $563 $163 $2,191 $1,215 

Institutional Clients Group

  18,897  23,758  2,770  4,361  6,766  9,852 
              
 

Subtotal Citicorp

  35,011  36,312  3,333  4,524  8,957  11,067 

Citi Holdings

  11,469  18,419  (1,592) (2,799) (2,073) (4,303)

Corporate/Other

  1,012  (241) 107  17  93  (683)
              

Total

 $47,492 $54,490 $1,848 $1,742 $6,977 $6,081 
              

(1)
Includes Citicorp total revenues, net of interest expense, inNorth America of $7.0 billion and $4.6 billion; inEMEA of $3.0 billion and $3.8 billion; inLatin America of $3.0 billion and $3.3 billion; and inAsia of $3.5 billion and $3.7 billion for the three months ended June 30, 2010 and 2009, respectively. Includes Citicorp total revenues, net of interest expense, inNorth America of $14.9 billion and $12.7 billion; inEMEA of $6.7 billion and $9.2 billion; inLatin America of $6.1 billion and $6.4 billion; and inAsia of $7.3 billion and $8.0 billion for the six months ended June 30, 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 theRegional Consumer Banking results of $2.0$2.5 billion and $1.4 billion,$2.1 billion; in theICG results of $0.8 billion$(210) million and $0.4 billion$864 million; and in the Citi Holdings results of $9.9$4.3 billion and $5.3$9.7 billion for the second quarters ofthree months ended June 30, 2010 and 2009, and 2008, respectively. Includes pretax provisions (credits) for credit losses and for benefits and claims in theRegional Consumer Banking results of $3.8$5.4 billion and $2.7 billion, $4.0 billion; in theICG results of $1.2 billion$(295) million and $0.5 billion$1.3 billion; and in the Citi Holdings results of $17.9$10.1 billion and $9.8$17.7 billion for the six months of 2009 and 2008, respectively.

(2)
Identifiable assets atended June 30, 2010 and 2009, include assets of discontinued operations held for sale of $19.4 billion recorded in Corporate/Other.respectively.

Table of Contents

4.    INTEREST REVENUE AND EXPENSE

        For the three- and six-monthsix- month periods ended June 30, 20092010 and 2008,2009, interest revenue and expense consisted of the following:

 
 Three Months
Ended June 30,
 Six Months
Ended June 30,
 
In millions of dollars 2009 2008(1) 2009 2008(1) 

Interest revenue

             

Loan interest, including fees

 $11,929 $15,941 $24,784 $32,355 

Deposits at interest with banks

  377  761  813  1,537 

Federal funds sold and securities purchased under agreements to resell

  794  2,370  1,679  5,536 

Investments, including dividends

  3,435  2,548  6,611  5,235 

Trading account assets(2)

  2,921  4,634  5,872  9,425 

Other interest

  215  1,083  495  2,410 
          

Total interest revenue

 $19,671 $27,337 $40,254 $56,498 
          

Interest expense

             

Deposits

 $2,840 $5,082 $5,688 $11,276 

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

  931  2,947  2,035  6,838 

Trading account liabilities(2)

  69  450  177  779 

Short-term borrowing

  315  961  778  2,309 

Long-term debt

  2,687  3,911  5,821  8,222 
          

Total interest expense

 $6,842 $13,351 $14,499 $29,424 
          

Net interest revenue

 $12,829 $13,986 $25,755 $27,074 

Provision for loan losses

  12,233  6,983  22,148  12,560 
          

Net interest revenue after provision for loan losses

 $596 $7,003 $3,607 $14,514 
          

 
 Three Months
Ended June 30,
 Six Months
Ended June 30,
 
In millions of dollars 2010 2009 2010 2009 

Interest revenue

             

Loan interest, including fees

 $14,227 $11,929 $28,900 $24,784 

Deposits with banks

  291  377  581  813 

Federal funds sold and securities purchased under agreements to resell

  781  794  1,533  1,679 

Investments, including dividends

  2,986  3,435  6,095  6,611 

Trading account assets(1)

  2,011  2,921  3,883  5,872 

Other interest

  122  215  278  495 
          

Total interest revenue

 $20,418 $19,671 $41,270 $40,254 
          

Interest expense

             

Deposits(2)

 $2,036 $2,840 $4,116 $5,688 

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

  797  931  1,451  2,035 

Trading account liabilities(1)

  106  69  169  177 

Short-term borrowings

  215  315  491  778 

Long-term debt

  3,225  2,687  6,443  5,821 
          

Total interest expense

 $6,379 $6,842 $12,670 $14,499 
          

Net interest revenue

 $14,039 $12,829 $28,600 $25,755 

Provision for loan losses

  6,523  12,233  14,889  22,148 
          

Net interest revenue after provision for loan losses

 $7,516 $596 $13,711 $3,607 
          

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

(2)
Interest expense on tradingTrading account liabilities of the ICG is reported as a reduction of interest revenue forfromTrading account assets.

(2)
Includes FDIC deposit insurance fees and charges of $242 million and $670 million for the three months ended June 30, 2010 and June 30, 2009, and $465 million and $969 million for the six months ended June 30, 2010 and June 30, 2009, respectively. The 2009 periods' FDIC insurance fees include the one-time FDIC special assessment of $333 million.

Table of Contents

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 and six months ended June 30, 2009 and 2008:30:

 
 Three Months
Ended June 30,
 Six Months
Ended June 30,
 
In millions of dollars 2009 2008(1) 2009 2008(1) 

Loan servicing(2)

 $1,367 $1,393 $1,563 $1,107 

Credit cards and bank cards

  1,000  997  1,977  1,792 

Investment banking

  1,071  1,186  1,885  2,391 

Smith Barney

  321  744  836  1,507 

ICG trading-related

  475  600  822  1,302 

Other Consumer

  324  320  612  635 

Transaction services

  327  364  643  717 

Checking-related

  249  298  512  585 

Other ICG

  80  114  188  244 

Primerica

  76  107  149  217 

Corporate finance(3)

  171  (389) 421  (3,500)

Other

  (24) 65  (3) 143 
          

Total commissions and fees

 $5,437 $5,799 $9,605 $7,140 
          

 
 Three Months
Ended June 30,
 Six Months
Ended June 30,
 
In millions of dollars 2010 2009 2010 2009 

Credit cards and bank cards

 $999 $1,000 $1,964 $1,977 

Investment banking

  473  1,061  1,318  1,875 

Smith Barney

    321    836 

ICG trading-related

  512  514  1,002  898 

Transaction services

  364  328  711  644 

Other consumer

  305  370  630  611 

Checking-related

  260  248  533  512 

OtherICG

  88  80  177  188 

Primerica-related (prior to March 2010)

    76  91  149 

Loan servicing(1)

  143  14  282  26 

Corporate finance

  87  171  183  421 

Other

  (2) (99) (17) (69)
          

Total commissions and fees

 $3,229 $4,084 $6,874 $8,068 
          

(1)
ReclassifiedBeginning in the second quarter of 2010, for clarity purposes, Citigroup has reclassified the mortgage servicing rights (MSRs) Mark-to-market and MSR hedging activities from multiple income statement lines together intoOther revenue. All periods presented reflect this reclassification.


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 conform totrading activities, which is an integral part of trading activities' profitability. The following tables present principal transactions revenue for the current period's presentation.three- and six-month periods ended June 30:

 
 Three Months
Ended June 30,
 Six Months
Ended June 30,
 
In millions of dollars 2010(1) 2009(1) 2010(1) 2009(1) 

Regional Consumer Banking

 $79 $654 $249 $945 

Institutional Clients Group

  1,632  880  4,976  7,830 
          
 

Subtotal Citicorp

 $1,711 $1,534 $5,225 $8,775 

Local Consumer Lending

  (19) 3  (154) 528 

Brokerage and Asset Management

  (3) 41  (28) 24 

Special Asset Pool

  604  (206) 1,750  (4,247)
          
 

Subtotal Citi Holdings

 $582 $(162)$1,568 $(3,695)

Corporate/Other

  (76) 416  (423) 621 
          

Total Citigroup

 $2,217 $1,788 $6,370 $5,701 
          


 
 Three Months
Ended June 30,
 Six Months
Ended June 30,
 
In millions of dollars 2010(1) 2009(1) 2010(1) 2009(1) 

Interest rate contracts(2)

 $2,231 $1,613 $3,642 $6,453 

Foreign exchange contracts(3)

  262  858  503  1,864 

Equity contracts(4)

  (250) (175) 315  903 

Commodity and other contracts(5)

  121  130  230  827 

Credit derivatives(6)

  (147) (638) 1,680  (4,346)
          

Total Citigroup

 $2,217 $1,788 $6,370 $5,701 
          

(1)
Beginning in the second quarter of 2010, for clarity purposes, Citigroup has reclassified the MSR mark-to-market and MSR hedging activities from multiple income statement lines together intoOther Revenue. All periods presented reflect this reclassification.

(2)
Includes fair value adjustmentsrevenues from government securities and corporate debt, municipal securities, preferred stock, mortgage securities and other debt instruments. Also includes options on mortgage servicing assets. The mark-to-marketfixed income securities, interest rate swaps, swap options, caps and floors, financial futures, over-the-counter (OTC) options and forward contracts on the underlying economic hedges of the MSRs is included in Other revenue.fixed income securities.

(3)
Includes write-downs of approximately $237 million for the second quarter of 2009revenues from foreign exchange spot, forward, option and $484 million for the six months ended June 30, 2009,swap contracts, as well as translation gains and $428 million for the second quarter of 2008losses.

(4)
Includes revenues from common, preferred and $3.5 billion for the six months ended June 30, 2008, net of underwriting fees on fundedconvertible preferred stock, convertible corporate debt, equity-linked notes, 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.exchange-traded and OTC equity options and warrants.

(5)
Primarily includes revenues from crude oil, refined oil products, natural gas, and other commodities trades.

(6)
Includes revenues from structured credit products.


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6.7.    RETIREMENT BENEFITS AND INCENTIVE PLANS

        The Company has several non-contributory defined benefit pension plans covering certain U.S. employees 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 have been credited to the cash balance plan for existing plan participants after December 31, 2007. However, certain employees still covered under the prior final pay plan will continue to accrue benefits. The Company also offers post-retirementpostretirement 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 for the threeCompany's U.S. qualified pension plan, post-retirement plans and six months ended June 30, 2009 and 2008.plans outside the United States. The Company uses a December 31 measurement date for the U.S. plans, as well as the plans outside the United States.


Net (Benefit) Expense (Benefit)

 
 Three Months Ended June 30, 
 
 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 $7 $34 $52 $ $1 $6 $12 
Interest cost on benefit obligation  163  165  74  99  15  15  22  30 
Expected return on plan assets  (229) (234) (84) (122) (3) (3) (20) (29)
Amortization of unrecognized:                         
 Net transition obligation      (1) 1         
 Prior service cost (benefit)  (2)   2  1         
 Net actuarial loss  2    18  4      5  8 
                  
Net expense (benefit) $(60)$(62)$43 $35 $12 $13 $13 $21 
                  


 
 Six Months Ended June 30, 
 
 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 $12 $15 $71 $103 $ $1 $13 $19 
Interest cost on benefit obligation  326  329  144  182  30  30  43  50 
Expected return on plan assets  (458) (467) (162) (250) (5) (5) (38) (57)
Amortization of unrecognized:                         
 Net transition obligation      (1) 1         
 Prior service cost (benefit)  (1) (1) 2  2         
 Net actuarial loss  2    33  13  1    9  11 
                  
Net expense (benefit) $(119)$(124)$87 $51 $26 $26 $27 $23 
                  
 
 Three Months Ended June 30, 
 
 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

 $5 $6 $41 $34 $ $ $6 $6 

Interest cost on benefit obligation

  160  163  86  74  15  15  26  22 

Expected return on plan assets

  (212) (229) (93) (84) (2) (3) (25) (20)

Amortization of unrecognized:

                         
 

Net transition obligation

        (1)        
 

Prior service cost (benefit)

  (1) (2) 1  2  2       
 

Net actuarial loss

  11  2  14  18  1    5  5 
                  
 

Net (benefit) expense

 $(37)$(60)$49 $43 $16 $12 $12 $13 
                  

(1)
The U.S. plans exclude nonqualified pension plans, for which the net expense was $9$11 million and $10$9 million for the three months ended June 30, 2010 and 2009, and 2008, respectively,respectively.

 
 Six Months Ended June 30, 
 
 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

 $9 $12 $82 $71 $ $  12 $13 

Interest cost on benefit obligation

  319  326  170  144  29  30  52  43 

Expected return on plan assets

  (423) (458) (187) (162) (4) (5) (50) (38)

Amortization of unrecognized:

                         
 

Net transition obligation

      (1) (1)        
 

Prior service cost (benefit)

  (1) (1) 2  2  2       
 

Net actuarial loss

  22  2  28  33  2  1  10  9 
                  

Net (benefit) expense

 $(74)$(119)$94 $87 $29 $26  24 $27 
                  

(1)
The U.S. plans exclude nonqualified pension plans, for which the net expense was $22 million and $19 million and $20 million for the first six months ofended June 30, 2010 and 2009, and 2008, respectively.

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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,qualified pension plan, 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. At June 30, 2009 and December 31, 2008, thereThere were no minimum required contributions and no discretionary cash or non-cash contributions are currently planned for the U.S. plans at June 30, 2010. For the non-U.S. pension plans, the Company contributed $58 million as of June 30, 2010 and expects to contribute an additional $103 million in 2010. The Company also expects to contribute $34 million of benefits to be paid directly by the Company on behalf of the non-U.S. pension plans. For the non-U.S. postretirement benefit plans, expected cash contributions for 2010 are $75 million, which includes $3 million of benefits to be paid directly by the Company. These estimates are subject to change, since contribution decisions are affected by various factors, such as market performance and regulatory requirements; in addition, management has the ability to change funding policy.


Stock-Based Incentive Compensation

        The Company contributed $79recognized compensation expense related to incentive plans of $269 million duringfor the three months ended June 30, 2010, and $654 million for the six months ended June 30, 2009. Citigroup presently anticipates contributing an additional $1522010. The Company granted 353 million to fund its non-U.S. plans in the remainder of 2009 for a total of $231 million.

7.     RESTRUCTURING

        In the fourth quarter of 2008, Citigroup recorded a pretax restructuring expense of $1.581 billion related to the implementation of a Company-wide re-engineering plan. For the three months ended June 30, 2009, Citigroup recorded a pretax net restructuring release of $32 million composed of a gross charge of $25 million and a credit of $57 million due to changes in estimates. 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 inCorporate/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 Restructuring Initiative and the 2007 Structural Expense Review Restructuring Initiative 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 beganshares as equity awards in the second quarter, of 2007 and fourthwhich 346 million shares were issued in settlement of Common Stock Equivalent (CSE) awards, as approved by shareholders at the 2010 annual meeting. CSEs were awarded in the first 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
 
In millions of dollars SFAS 112(1) SFAS 146(2) 
Total Citigroup (pretax)                   
Original restructuring charge $1,254 $79 $55 $123 $19 $1,530 
Utilization  (114) (3) (2) (100)   (219)
              
Balance at December 31, 2008 $1,140 $76 $53 $23 $19 $1,311 
              
Additional charge $14 $6 $4 $5 $ $29 
Foreign exchange  (14)     (12) (1) (27)
Utilization  (541) (76) (11) (7) (5) (640)
Changes in estimates  (38) (1)       (39)
              
Balance at March 31, 2009 $561 $5 $46 $9 $13 $634 
              
Additional charge $6 $17 $1 $1 $ $25 
Foreign exchange  26    2  1    29 
Utilization  (190) (19) (8) (3) (1) (221)
Changes in estimates  (53) (1) (1)   (2) (57)
              
Balance at June 30, 2009 $350 $2 $40 $8 $10 $410 
              

Note:    The 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 recorded2010 as part of incentive compensation for the Company'sRestructuring charge2009 performance year in accordance with the terms of Citi's TARP repayment program. These awards were accrued for in 2009, and are not reflected in the Consolidated Statementexpense numbers presented for 2010. The number of Income at December 31, 2008.shares delivered to recipients was equal to their individual CSE award value divided by the fair market value of Citi common stock determined as of the grant date ($4.93), less shares withheld for taxes, as applicable. In accordance with the terms of the shareholder-approved program, the CSE awards were settled by new issues of common stock. Traditionally, Citi has settled equity award transactions by delivering shares from treasury stock.

        On April 20, 2010, 39 million stock options were issued to certain employees. The stock options issued vest one-third each on October 29, 2010, 2011, and 2012. The strike price of these options is $4.88 per share.


Table of Contents

2007 Structural Expense Review Restructuring Charges

 
 Severance  
  
  
  
 
 
 Contract
termination
costs
 Asset
write-downs(3)
 Employee
termination
cost
 Total
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/ASC 712-10).

(2)
Accounted for in accordance with SFAS No. 146,Accounting for Costs Associated with Exit or Disposal Activities (SFAS 146/ASC 420-10).

(3)
Accounted for in accordance with SFAS No. 144,Accounting for the Impairment or Disposal of Long-Lived Assets (SFAS 144/ASC 360-10).

Note:    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 June 30, 2009 and December 31, 2008 related to the 2008 Re-engineering Projects Restructuring Initiatives are presented below by business 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 business.

2008 Re-engineering Projects

 
 For the quarter ended June 30, 2009 
In millions of dollars Total
restructuring
reserve
balance as of
June 30,
2009
 Restructuring
charges
recorded in the
three months
ended June 30,
2009
 Total
restructuring
charges since
inception(1)(2)
 
Citicorp $198 $10 $859 
Citi Holdings  34  10  246 
Corporate/Other  178  5  383 
        
Total Citigroup (pretax) $410 $25 $1,488 
        

(1)
Excludes pension curtailment charges of $51 million recorded during the fourth quarter of 2008.

(2)
Amounts shown net of $57 million and $39 million related to changes in estimates recorded during the second quarter and first quarter of 2009, respectively.
 
 For the year ended December 31, 2008 
In millions of dollars
 Total
restructuring
reserve
balance as of
December 31,
2008
 Total
restructuring
charges(1)
 
Citicorp $789 $890 
Citi Holdings  184  267 
Corporate/Other  338  373 
      
Total Citigroup (pretax) $1,311 $1,530 
      

(1)
Represents the total charges incurred since inception and excludes pension curtailment charges of $51 million recorded during the fourth quarter of 2008.

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8.    EARNINGS PER SHARE

        The following is a reconciliation of the income and share data used in the basic and diluted earnings per share (EPS) computations for the three and six months ended June 30,30:

 
 Three Months Ended June 30, Six Months Ended June 30, 
In millions, except per-share amounts 2010 2009 2010 2009 

Income before attribution of noncontrolling interests

 $2,728 $4,387 $6,977 $6,081 

Noncontrolling interests

  28  (34) 60  (50)
          

Net income from continuing operations (for EPS purposes)

 $2,700 $4,421 $6,917 $6,131 

Income (loss) from discontinued operations, net of taxes

  (3) (142) 208  (259)
          

Citigroup's net income (loss)

 $2,697 $4,279 $7,125 $5,872 

Preferred dividends

    (1,495)   (2,716)

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

    (54)   (107)
          

Net income (loss) available to common shareholders

 $2,697 $2,730 $7,125 $1,764 

Dividends and undistributed earnings allocated to participating securities

  26  105  57  69 
          

Net income (loss) allocated to common shareholders for basic EPS

 $2,671 $2,625 $7,068 $1,695 

Effect of dilutive securities

    270    540 
          

Net income (loss) allocated to common shareholders for diluted EPS

 $2,671 $2,895 $7,068 $2,235 
          

Weighted-average common shares outstanding applicable to basic EPS

  28,849.4  5,399.5  28,646.9  5,392.3 

Effect of dilutive securities

             
 

TDECs

  876.2    879.5   
 

Other employee plans

  22.8    14.2   
 

Convertible securities

  0.7  568.3  0.7  568.3 
 

Options

  3.5    1.8   
          

Adjusted weighted-average common shares outstanding applicable to diluted EPS

  29,752.6  5,967.8  29,543.1  5,960.6 
          

Basic earnings per share

             

Income (loss) from continuing operations

 $0.09 $0.51 $0.24 $0.36 

Discontinued operations

    (0.02) 0.01  (0.05)
          

Net income (loss)

 $0.09 $0.49 $0.25 $0.31 
          

Diluted earnings per share

             

Income (loss) from continuing operations

 $0.09 $0.51 $0.23 $0.36 

Discontinued operations

    (0.02) 0.01  (0.05)
          

Net income (loss)

 $0.09 $0.49 $0.24 $0.31 
          

        During the second quarters of 2010 and 2009, weighted-average options to purchase 98.1 million and 2008:117.2 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 $28.35 and $40.19, respectively, were greater than the average market price of the Company's common stock.

 
 Three Months Ended June 30, Six Months Ended June 30, 
In millions, except per share amounts 2009 2008(1) 2009 2008(1) 
Income (loss) before attribution of noncontrolling interests $4,387 $(2,329)$6,081 $(7,515)
Noncontrolling interest  (34) 72  (50) 56 
          
Net income (loss) from continuing operations (for EPS purposes) $4,421 $(2,401)$6,131 $(7,571)
Income (loss) from discontinued operations, net of taxes  (142) (94) (259) (35)
          
Citigroup's net income (loss) $4,279 $(2,495)$5,872 $(7,606)
Preferred dividends  (1,495) (361) (2,716) (444)
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  (54)   (107)  
          
Income (loss) available to common stockholders for basic EPS(3)  2,730  (2,856) 1,764  (8,050)
Effect of dilutive securities  270  270  540  336 
          
Income (loss) available to common stockholders for diluted EPS(4) $3,000 $(2,586)$2,304 $(7,714)
          
Weighted average common shares outstanding applicable to basic EPS  5,399.5  5,287.4  5,392.3  5,186.5 
Effect of dilutive securities:             
Convertible securities  568.3  489.2  568.3  489.2 
Options    0.2    0.6 
          
Adjusted weighted average common shares outstanding applicable to diluted EPS(3)  5,967.8  5,776.8  5,960.6  5,676.3 
          
Basic earnings per share(3)(4)             
Income (loss) from continuing operations $0.51 $(0.53)$0.36 $(1.56)
Discontinued operations  (0.02) (0.02) (0.05) (0.01)
          
Net income (loss) $0.49 $(0.55)$0.31 $(1.57)
Diluted earnings per share(3)(4)             
Income (loss) from continuing operations $0.51 $(0.53)$0.36 $(1.56)
Discontinued operations  (0.02) (0.02) (0.05) (0.01)
          
Net income (loss) $0.49 $(0.55)$0.31 $(1.57)
          

(1)
The Company adopted FSP EITF 03-6-1(ASC 260-10-45 to 65) on January 1, 2009. All prior periods have been restated to conform

        Warrants issued to the current period's presentation.

(2)
The six months ended June 30, 2009 income available to common shareholders includes a reductionU.S. Treasury as part of $1,285 million related to the conversion price reset pursuant to Citigroup's priorTroubled Asset Relief Program (TARP) and the loss-sharing agreement, with exercise prices of $17.85 and $10.61 for approximately 210 million and 255 million shares of common stock, respectively, were not included in the purchaserscomputation of $12.5 billion convertible preferred stock issuedearnings per common share in 2010 and 2009, because they were anti-dilutive.

        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 private offeringresult, the awards expired in January 2008. The conversion price was reset from $31.62the first quarter of 2010. In addition, other performance-based equity awards of approximately 5 million shares were not included in the second quarter 2010 earnings per share to $26.35 per share.

(3)
Due tocomputation, because the net loss available toperformance targets under the terms of the awards were not met.

        Equity units convertible into approximately 177 million shares and 235 million shares of Citigroup common shareholders for Basic EPSstock held by the Abu Dhabi Investment Authority (ADIA) were not included in the three and six months ended June 30, 2008, loss available to common stockholders for basic EPS was used to calculate Dilutedcomputation of earnings per share. Adding back the effect of dilutive securities would result in anti-dilution.

(4)
Due to the net loss available to common shareholders for Diluted EPSshare in the threesecond quarters of 2010 and six months ended June 30, 2008, basic shares were used to calculate Diluted earnings per share. Adding dilutive securities to2009, respectively, because the denominator would result in anti-dilution.
exercise price of $31.83 was greater than the average market price of the Company's common stock.


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9.    TRADING ACCOUNT ASSETS AND LIABILITIES

        Trading account assets andTrading account liabilities, at fair value, consisted of the following at June 30, 20092010 and December 31, 2008:2009:

In millions of dollars June 30,
2009
 December 31,
2008
 

Trading account assets

       

Trading mortgage-backed securities

       
 

Agency guaranteed

 $27,174 $32,981 
 

Prime

  1,051  1,416 
 

Alt-A

  1,307  913 
 

Subprime

  10,583  14,552 
 

Non-U.S. residential

  1,586  2,447 
 

Commercial

  3,635  2,501 
      

Total Trading mortgage-backed securities

 $45,336 $54,810 
      

U.S. Treasury and Federal Agencies

       
 

U.S. Treasuries

 $9,763 $7,370 
 

Agency and direct obligations

  4,290  4,017 
      

Total U.S. Treasury and Federal Agencies

 $14,053 $11,387 
      

State and municipal securities

 $6,056 $9,510 

Foreign government securities

  57,670  57,422 

Corporate

  55,780  54,654 

Derivatives(1)

  73,158  115,289 

Equity securities

  39,932  48,503 

Other debt securities

  33,052  26,060 
      

Total trading account assets

 $325,037 $377,635 
      

Trading account liabilities

       

Securities sold, not yet purchased

 $55,764 $50,693 

Derivatives(1)

  63,548  116,785 
      

Total trading account liabilities

 $119,312 $167,478 
      

In millions of dollars June 30,
2010
 December 31,
2009
 

Trading account assets

       

Mortgage-backed securities(1)

       
 

U.S. government agency guaranteed

 $24,911 $20,638 
 

Prime

  1,663  1,156 
 

Alt-A

  1,399  1,229 
 

Subprime

  2,511  9,734 
 

Non-U.S. residential

  2,378  2,368 
 

Commercial

  3,229  3,455 
      

Total mortgage-backed securities(1)

 $36,091 $38,580 
      

U.S. Treasury and federal agencies

       
 

U.S. Treasuries

 $21,641 $28,938 
 

Agency and direct obligations

  4,184  2,041 
      

Total U.S. Treasury and federal agencies

 $25,825 $30,979 
      

State and municipal securities

  6,646 $7,147 

Foreign government securities

  80,504  72,769 

Corporate

  49,132  51,985 

Derivatives(2)

  56,521  58,879 

Equity securities

  34,720  46,221 

Asset-backed securities(1)

  5,952  4,089 

Other debt securities

  14,021  32,124 
      

Total trading account assets

 $309,412 $342,773 
      

Trading account liabilities

       

Securities sold, not yet purchased

 $71,728 $73,406 

Derivatives(2)

  59,273  64,106 
      

Total trading account liabilities

 $131,001 $137,512 
      

(1)
The 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 loss from these VIEs is equal to the 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 1615 to the Consolidated Financial Statements Derivatives Activities, for a discussion regarding the accounting and reporting for derivatives.

Table of Contents

10.    INVESTMENTS

In millions of dollars June 30,
2009
 December 31,
2008
 

Securities available-for-sale

 $191,238 $175,189 

Debt securities held-to-maturity(1)

  59,622  64,459 

Non-marketable equity securities carried at fair value(2)

  7,935  9,262 

Non-marketable equity securities carried at cost(3)

  7,962  7,110 
      

Total investments

 $266,757 $256,020 
      

In millions of dollars June 30,
2010
 December 31,
2009
 

Securities available-for-sale

 $270,913 $239,599 

Debt securities held-to-maturity(1)

  31,283  51,527 

Non-marketable equity securities carried at fair value(2)

  6,698  6,830 

Non-marketable equity securities carried at cost(3)

  8,172  8,163 
      

Total investments

 $317,066 $306,119 
      

(1)
Recorded at amortized cost.cost, less impairment on securities that have 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 (AFS) at June 30, 20092010 and December 31, 20082009 were as follows:

 
 June 30, 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

 $28,289 $377 $225 $28,441 $23,527 $261 $67 $23,721 
 

Prime

  8,017  86  2,070  6,033  8,475  3  2,965  5,513 
 

Alt-A

  483  52  12  523  54    9  45 
 

Subprime

  35    18  17  38    21  17 
 

Non-U.S. residential

  286    7  279  185  2    187 
 

Commercial

  947  3  161  789  519    134  385 
                  

Total mortgage-backed securities

 $38,057 $518 $2,493 $36,082 $32,798 $266 $3,196  29,868 

U.S. Treasury and federal agency securities

                         
 

U.S. Treasury

  7,730  10  129  7,611  3,465  125    3,590 
 

Agency obligations

  16,738  35  96  16,677  20,237  215  77  20,375 
                  

Total U.S. Treasury and federal agency securities

 $24,468 $45 $225 $24,288 $23,702 $340 $77 $23,965 

State and municipal

  19,890  93  2,305  17,678  18,156  38  4,370  13,824 

Foreign government

  74,590  914  350  75,154  79,505  945  408  80,042 

Corporate

  21,388  266  333  21,321  10,646  65  680  10,031 

Other debt securities

  11,387  123  620  10,890  11,784  36  224  11,596 
                  

Total debt securities available- for-sale

  189,780  1,959  6,326  185,413  176,591  1,690  8,955  169,326 
                  

Marketable equity securities available-for-sale

  4,339  2,299  813  5,825  5,768  554  459  5,863 
                  

Total securities available-for-sale

 $194,119 $4,258 $7,139 $191,238 $182,359 $2,244 $9,414 $175,189 
                  

 
 June 30, 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 AFS

                         

Mortgage-backed securities(1)

                         
 

U.S. government-agency guaranteed

 $19,706 $693 $1 $20,398 $20,625 $339 $50 $20,914 
 

Prime

  6,453  57  852  5,658  7,291  119  932  6,478 
 

Alt-A

  655  56  1  710  538  93  4  627 
 

Subprime

  117  6    123  1      1 
 

Non-U.S. residential

  2,426  42  7  2,461  258    3  255 
 

Commercial

  670  25  56  639  883  10  100  793 
                  

Total mortgage-backed securities

 $30,027 $879 $917 $29,989 $29,596 $561 $1,089 $29,068 

U.S. Treasury and federal agency securities

                         
 

U.S. Treasury

  39,058  602    39,660  26,857  36  331  26,562 
 

Agency obligations

  44,050  521  1  44,570  27,714  46  208  27,552 
                  

Total U.S. Treasury and federal agency securities

 $83,108 $1,123 $1 $84,230 $54,571 $82 $539 $54,114 

State and municipal

  17,555  150  2,131  15,574  16,677  147  1,214  15,610 

Foreign government

  97,653  1,382  164  98,871  101,987  860  328  102,519 

Corporate

  16,146  412  63  16,495  20,024  435  146  20,313 

Asset-backed securities(1)

  18,157  240  445  17,952  10,089  50  93  10,046 

Other debt securities

  2,229  30  65  2,194  2,179  21  77  2,123 
                  

Total debt securities AFS

 $264,875 $4,216 $3,786 $265,305 $235,123 $2,156 $3,486 $233,793 
                  

Marketable equity securities AFS

 $3,958 $1,911 $261 $5,608 $4,089 $1,929 $212 $5,806 
                  

Total securities AFS

 $268,833 $6,127 $4,047 $270,913 $239,212 $4,085 $3,698 $239,599 
                  

(1)
ReclassifiedThe Company invests in mortgage-backed and asset-backed securities. These securitizations are generally considered 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/ASC 320-10-35).other-than-temporary. 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 (ASC 320-10-65-1). Accordingly, any credit-related impairment related to debt securities the Company does not planintend 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 Other Comprehensive Income (OCI).OCI. For other impaired debt securities that the Company intends to sell, the entire impairment is recognized in the Consolidated Statement of Income. See Note 1 to the Consolidated Financial Statements for additional information.


Table of Contents

        The table below shows the fair value of investments in AFS securities that have been in an unrealized loss position for less than 12 months or for 12 months or longer as of June 30, 20092010 and December 31, 2008:2009:

 
 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
 

June 30, 2009

                   

Securities available-for-sale

                   

Mortgage-backed securities

                   
 

U.S. government agency guaranteed

 $9,754 $108 $2,116 $117 $11,870 $225 
 

Prime

  5,019  2,016  256  54  5,275  2,070 
 

Alt-A

  94  2  49  10  143  12 
 

Subprime

  4  1  13  17  17  18 
 

Non-U.S. residential

  279  7      279  7 
 

Commercial

  118  55  499  106  617  161 
              

Total mortgage-backed securities

  15,268  2,189  2,933  304  18,201  2,493 

U.S. Treasury and federal agency securities

                   
 

U.S. Treasury

  4,841  125  49  4  4,890  129 
 

Agency obligations

  4,306  89  2,223  7  6,529  96 
              

Total U.S. Treasury and federal agency securities

  9,147  214  2,272  11  11,419  225 

State and municipal

  11,084  1,297  4,500  1,008  15,584  2,305 

Foreign government

  11,563  164  5,733  186  17,296  350 

Corporate

  2,039  84  1,947  249  3,986  333 

Other debt securities

  404  98  4,871  522  5,275  620 

Marketable equity securities available-for-sale

  2,063  742  134  71  2,197  813 
              

Total securities available-for-sale

 $51,568 $4,788 $22,390 $2,351 $73,958 $7,139 
              

December 31, 2008(1)

                   

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
 

June 30, 2010

                   

Securities AFS

                   

Mortgage-backed securities

                   
 

U.S. government-agency guaranteed

 $225 $1 $23 $ $248 $1 
 

Prime

  96  6  4,532  846  4,628  852 
 

Alt-A

      7  1  7  1 
 

Subprime

             
 

Non-U.S. residential

      413  7  413  7 
 

Commercial

  70  17  39  39  109  56 
              

Total mortgage-backed securities

 $391 $24 $5,014 $893 $5,405 $917 

U.S. Treasury and federal agency securities

                   
 

U.S. Treasury

  200        200   
 

Agency obligations

  1,317  1      1,317  1 
              

Total U.S. Treasury and federal agency securities

 $1,517 $1 $ $ $1,517 $1 

State and municipal

  208  21  9,640  2,110  9,848  2,131 

Foreign government

  29,732  72  2,994  92  32,726  164 

Corporate

  913  35  406  28  1,319  63 

Asset-backed securities

  1,125  357  5,220  88  6,345  445 

Other debt securities

      526  65  526  65 

Marketable equity securities AFS

  89  3  2,255  258  2,344  261 
              

Total securities AFS

 $33,975 $513 $26,055 $3,534 $60,030 $4,047 
              

December 31, 2009

                   

Securities AFS

                   

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 AFS

  102  4  2,526  208  2,628  212 
              

Total securitiesAFS

 $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 AFSavailable-for-sale by contractual maturity dates as of June 30, 2009,2010 and December 31, 2008:2009:

 
 June 30, 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

 $18 $18 $87 $80 

After 1 but within 5 years

  146  142  639  567 

After 5 but within 10 years

  700  663  1,362  1,141 

After 10 years(3)

  37,193  35,259  30,710  28,080 
          

Total

 $38,057 $36,082 $32,798 $29,868 
          

U.S. Treasury and federal agencies

             

Due within 1 year

 $7,560 $7,556 $15,736 $15,846 

After 1 but within 5 years

  6,609  6,593  5,755  5,907 

After 5 but within 10 years

  5,864  5,832  1,902  1,977 

After 10 years(3)

  4,435  4,307  309  235 
          

Total

 $24,468 $24,288 $23,702 $23,965 
          

State and municipal

             

Due within 1 year

 $216 $212 $214 $214 

After 1 but within 5 years

  129  134  84  84 

After 5 but within 10 years

  690  703  411  406 

After 10 years(3)

  18,855  16,629  17,447  13,120 
          

Total

 $19,890 $17,678 $18,156 $13,824 
          

Foreign government

             

Due within 1 year

 $29,089 $28,291 $26,481 $26,937 

After 1 but within 5 years

  37,851  38,045  45,652  45,462 

After 5 but within 10 years

  6,380  6,101  6,771  6,899 

After 10 years(3)

  1,270  2,717  601  744 
          

Total

 $74,590 $75,154 $79,505 $80,042 
          

All other(4)

             

Due within 1 year

 $3,152 $3,152 $4,160 $4,319 

After 1 but within 5 years

  23,273  22,782  2,662  2,692 

After 5 but within 10 years

  2,669  2,199  12,557  11,842 

After 10 years(3)

  3,681  4,078  3,051  2,774 
          

Total

 $32,775 $32,211 $22,430 $21,627 
          

Total debt securities available-for-sale

 $189,780 $185,413 $176,591 $169,326 
          

 
 June 30, 2010 December 31, 2009 
In millions of dollars Amortized
Cost
 Fair
value
 Amortized
cost
 Fair
value
 

Mortgage-backed securities(1)

             

Due within 1 year

 $ $ $2 $3 

After 1 but within 5 years

  9  9  16  16 

After 5 but within 10 years

  519  506  626  597 

After 10 years(2)

  29,499  29,474  28,952  28,452 
          

Total

 $30,027 $29,989 $29,596 $29,068 
          

U.S. Treasury and federal agencies

             

Due within 1 year

 $11,011 $11,033 $5,357 $5,366 

After 1 but within 5 years

  56,288  56,913  35,912  35,618 

After 5 but within 10 years

  13,170  13,534  8,815  8,773 

After 10 years(2)

  2,639  2,750  4,487  4,357 
          

Total

 $83,108 $84,230 $54,571 $54,114 
          

State and municipal

             

Due within 1 year

 $14 $14 $7 $8 

After 1 but within 5 years

  145  152  119  129 

After 5 but within 10 years

  209  215  340  359 

After 10 years(2)

  17,187  15,193  16,211  15,114 
          

Total

 $17,555 $15,574 $16,677 $15,610 
          

Foreign government

             

Due within 1 year

 $35,137 $35,221 $32,223 $32,365 

After 1 but within 5 years

  54,865  55,652  61,165  61,426 

After 5 but within 10 years

  6,855  7,061  7,844  7,845 

After 10 years(2)

  796  937  755  883 
          

Total

 $97,653 $98,871 $101,987 $102,519 
          

All other(3)

             

Due within 1 year

 $2,821 $2,830 $4,243 $4,244 

After 1 but within 5 years

  20,087  20,247  14,286  14,494 

After 5 but within 10 years

  3,182  3,380  9,483  9,597 

After 10 years(2)

  10,442  10,184  4,280  4,147 
          

Total

 $36,532 $36,641 $32,292 $32,482 
          

Total debt securities AFS

 $264,875 $265,305 $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 corporate securities and other debt securities.

        The following tables present interest and dividends on all investments for the three- and six-month periods ended June 30, 20092010 and 2008:2009:

 
 Three months ended 
In millions of dollars June 30,
2009
 June 30,
2008
 

Taxable interest

 $3,115 $2,194 

Interest exempt from U.S. federal income tax

  247  210 

Dividends

  73  144 
      

Total interest and dividends

 $3,435 $2,548 
      


 
 Six months ended 
In millions of dollars June 30,
2009
 June 30,
2008
 

Taxable interest

 $6,031 $4,583 

Interest exempt from U.S. federal income tax

  462  399 

Dividends

  118  253 
      

Total interest and dividends

 $6,611 $5,235 
      
 
 Three months ended Six months ended 
In millions of dollars June 30,
2010
 June 30,
2009
 June 30,
2010
 June 30,
2009
 

Taxable interest

 $2,675 $3,115 $5,543 $6,128 

Interest exempt from U.S. federal income tax

  197  247  370  365 

Dividends

  114  73  182  118 
          

Total interest and dividends

 $2,986 $3,435 $6,095 $6,611 
          

        The following table presents realized gains and losses on all investments for the three- and six-month periods ended June 30, 20092010 and 2008.2009. The gross realized investment losses exclude losses from other-than-temporary impairment:

 
 Three months ended Six months ended 
In millions of dollars June 30,
2009
 June 30,
2008
 June 30,
2009
 June 30,
2008
 

Gross realized investment gains

 $577 $75 $1,358 $314 

Gross realized investment losses

  (42) (46) (66) (88)
          

Net realized gains (losses)

 $535 $29 $1,292 $226 
          


 
 Three months ended Six months ended 
In millions of dollars June 30,
2010
 June 30,
2009
 June 30,
2010
 June 30,
2009
 

Gross realized investment gains

 $554 $577 $1,147 $1,358 

Gross realized investment losses(1)

  (31) (42) (86) (66)
          

Net realized gains

 $523 $535 $1,061 $1,292 
          

Table


(1)
During the first quarter of Contents

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.

Debt Securities Held-to-Maturity

        The carrying value and fair value of securities held-to-maturity (HTM) at June 30, 20092010 and December 31, 20082009 were as follows:

In millions of dollars Amortized
cost(1)
 Net unrealized
loss recognized
in OCI
 Carrying
value(2)
 Gross
unrecognized
gains
 Gross
unrecognized
losses
 Fair
value
 
June 30, 2009                   
Debt securities held-to-maturity                   
Mortgage-backed securities                   
 U.S. government agency guaranteed $ $ $ $�� $ $ 
 Prime  6,991  1,362  5,629  5  1,000  4,634 
 Alt-A  16,309  4,902  11,407  52  2,446  9,013 
 Subprime  1,122  178  944  3  119  828 
 Non-U.S. residential  9,702  1,195  8,507  160  624  8,043 
 Commercial  1,124  23  1,101    392  709 
              
 Total mortgage-backed securities  35,248  7,660  27,588  220  4,581  23,227 
U.S. Treasury and federal agency securities                   
 U.S. Treasury             
 Agency and direct obligations             
              
 Total U.S. Treasury and federal agency securities             
State and municipal  3,265  142  3,123  38  358  2,803 
Corporate  7,220  218  7,002  187  526  6,663 
Asset-backed securities  22,334  426  21,908  647  824  21,731 
Other debt securities  5  4  1      1 
              
Total debt securities held-to-maturity $68,072 $8,450 $59,622 $1,092 $6,289 $54,425 
              
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
 

June 30, 2010

                   

Debt securities HTM(3)

                   

Mortgage-backed securities

                   
 

Prime

 $5,154 $919 $4,235 $191 $4 $4,422 
 

Alt-A

  12,843  3,472  9,371  304  139  9,536 
 

Subprime

  880  121  759  29  41  747 
 

Non-U.S. residential

  5,030  786  4,244  307  77  4,474 
 

Commercial

  1,090  26  1,064    138  926 
              
 

Total mortgage-backed securities

 $24,997 $5,324 $19,673 $831 $399 $20,105 

State and municipal

  2,688  147  2,541  89  80  2,550 

Corporate

  6,528  182  6,346  456  184  6,618 

Asset-backed securities(3)

  2,798  75  2,723  26  158  2,591 

Other debt securities

             
              

Total debt securities HTM

 $37,011 $5,728 $31,283 $1,402 $821 $31,864 
              

December 31, 2009

                   

Debt securities HTM(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 

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 HTM

 $59,092 $7,565 $51,527 $2,952 $1,481 $52,998 
              

(1)
For securities transferred to HTM 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 HTM from 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)
HTM 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 accumulated other comprehensive income (AOCI) thatAOCI relate to debt securities reclassified from AFS investments to HTM investmentsinvestments. 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 $8.5$5.7 billion as of June 30, 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.


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        The table below shows the fair value of investments in HTM that have been in an unrealizedunrecognized loss position for less than 12 months or for 12 months or longer as of June 30, 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
 
June 30, 2009                   
Debt securities held-to-maturity                   
Mortgage-backed securities $5,548 $1,405 $13,244 $3,176 $18,792 $4,581 
State and municipal  951  358      951  358 
Corporate  3,997  525  134  1  4,131  526 
Asset-backed securities  6,132  778  1,397  46  7,529  824 
Other debt securities             
              
Total debt securities held-to-maturity $16,628 $3,066 $14,775 $3,223 $31,403 $6,289 
              
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
 

June 30, 2010

                   

Debt securities HTM

                   

Mortgage-backed securities

 $76 $14 $14,048 $385 $14,124 $399 

State and municipal

  505  38  165  42  670  80 

Corporate

      3,091  184  3,091  184 

Asset-backed securities

      1,071  158  1,071  158 

Other debt securities

             
              

Total debt securities HTM

 $581 $52 $18,375 $769 $18,956 $821 
              

December 31, 2009

                   

Debt securities HTM

                   

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 HTM

 $1,103 $97 $24,615 $1,384 $25,718 $1,481 
              

        Excluded from the gross unrealizedunrecognized losses presented in the above table isare the $8.5$5.7 billion and $8.0$7.6 billion of gross unrealized losses recorded in AOCI mainly related to the HTM securities that were reclassified from AFS investments as of June 30, 20092010 and December 31, 2008,2009, respectively. Approximately $5.9 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 June 30, 20092010 and December 31, 2008, respectively.


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        The following table presents the carrying value and fair value of HTM debt securities HTM by contractual maturity dates as of June 30, 20092010 and December 31, 2008:2009:

 
 June 30, 2009 December 31, 2008(1) 
In millions of dollars Carrying
value
 Fair
value
 Carrying
value
 Fair
value
 

Mortgage-backed securities

             

Due within 1 year

 $2 $2 $88 $65 

After 1 but within 5 years

  425  274  363  282 

After 5 but within 10 years

  532  365  513  413 

After 10 years(2)

  26,629  22,586  29,155  26,287 
          

Total

 $27,588 $23,227 $30,119 $27,047 
          

State and municipal

             

Due within 1 year

 $4 $3 $86 $86 

After 1 but within 5 years

  45  45  105  105 

After 5 but within 10 years

  1,463  1,300  112  106 

After 10 years(2)

  1,611  1,455  2,885  2,652 
          

Total

 $3,123 $2,803 $3,188 $2,949 
          

All other(3)

             

Due within 1 year

 $6,689 $7,213 $4,482 $4,505 

After 1 but within 5 years

  7,557  7,502  10,892  10,692 

After 5 but within 10 years

  10,304  9,639  6,358  6,241 

After 10 years(2)

  4,361  4,041  9,420  8,943 
          

Total

 $28,911 $28,395 $31,152 $30,381 
          

Total debt securities held-to-maturity

 $59,622 $54,425 $64,459 $60,377 
          

 
 June 30, 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

  301  269  466  385 

After 5 but within 10 years

  551  481  697  605 

After 10 years(1)

  18,821  19,355  24,337  25,589 
          

Total

 $19,673 $20,105 $25,501 $26,580 
          

State and municipal

             

Due within 1 year

 $19 $20 $6 $6 

After 1 but within 5 years

  52  54  53  79 

After 5 but within 10 years

  88  89  99  99 

After 10 years(1)

  2,382  2,387  2,762  2,715 
          

Total

 $2,541 $2,550 $2,920 $2,899 
          

All other(2)

             

Due within 1 year

 $1,187 $1,193 $4,652 $4,875 

After 1 but within 5 years

  1,247  1,330  3,795  3,858 

After 5 but within 10 years

  4,766  4,937  6,240  6,526 

After 10 years(1)

  1,869  1,749  8,419  8,260 
          

Total

 $9,069 $9,209 $23,106 $23,519 
          

Total debt securities HTM

 $31,283 $31,864 $51,527 $52,998 
          

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

(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.

(3)(2)
Includes asset-backed securities and all other debt securities.

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Evaluating Investments for Other-than-TemporaryOther-Than-Temporary Impairments

        The Company conducts and documents periodic reviews of all securities with unrealized losses to evaluate 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 its Application to Certain Investments (FSP FAS 115-1/(now incorporated into ASC 320-10-35)320-10-35,Investments—Debt and Equity Securities—Subsequent Measurement). Any unrealized loss identified as other than temporaryother-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 (ASC 320-10-65-1)(now incorporated into ASC 320-10-35-34,Investments—Debt and Equity Securities: Recognition of an Other-Than-Temporary Impairment). Accordingly, any credit-relatedThis guidance amends the impairment related tomodel for debt securities; the impairment model for equity securities was not affected.

        Under the guidance for debt securities, other-than-temporary impairment (OTTI) is recognized in earnings for debt securities which the Company has an 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 planintend to sell and is not likelyor expect to be required to sell, credit-related impairment is recognized in the Consolidated Statement of Income,earnings, with the non-credit-related impairment recognizedrecorded in OCI. For other impaired debt securities, the entire impairment is recognized in the Consolidated Statement of Income.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, in AOCI for AFS securities, while such losses related to HTM securities are not recorded, as these investments are carried at their amortized cost. For securities transferred to HTM 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 HTM from 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 AFS or HTM, the Company has assessed each position for credit impairment.

        Factors considered in determining whether a loss is temporary include:

        The Company's review for impairment generally entails:

        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 cost recognized in earnings.

        For debt securities that are not deemed to be credit impaired, management performs additional analysis to assessassesses whether it intends to sell or wouldwhether it is more-likely-than-not notthat 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 more-likely-than-not that it will 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 temporaryother-than-temporary and is recorded in earnings.

        For debt securities, a critical component of the evaluation for other-than-temporary impairmentsOTTI 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 consideredconsiders 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 June 30, 2009.2010.


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


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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 (1) 10% of current loans, (2) 25% of 30-59 day delinquent loans, (3) 75%70% of 60-90 day delinquent loans and (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 June 30, 20092010 are in the table below:

 
 June 30, 20092010 

Prepayment rate

  3-8 CRR 

Loss severity(1)

  45%-75–75%%

Unemployment rate

��10%
Peak-to-trough housing price decline

  32.39.8%%
    

(1)
Loss severity rates are estimated considering collateral characteristics and generally range from 45%-55% for prime bonds, 50%-65%-75% for Alt-A bonds, and 65%-75% for sub-primesubprime bonds.

        The valuation as of June 30, 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 AFS 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. The average portfolio rating, ignoring any insurance, is Aa3/AA-. 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 AFS 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 more-likely-than-not 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 more-likely-than-not 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.


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        The following table presents the total other-than-temporary impairmentsOTTI recognized in earnings during the three months and six months ended June 30, 2009:

Other-Than-Temporary Impairments (OTTI) on Investments2010:

 
 Three months ended June 30, 2009 Six months ended June 30, 2009 
In millions of dollars AFS HTM Total AFS HTM Total 
Impairment losses related to securities which the Company does not intend to sell nor will likely be required to sell:                   
 Total OTTI losses recognized during the quarter ended June 30, 2009 $50 $2,263 $2,313 $105 $3,548 $3,653 
 Less: portion of OTTI loss recognized in OCI (before taxes)  15  1,619  1,634  29  2,236  2,265 
              
Net impairment losses recognized in earnings for securities that the Company does not intend to sell nor will likely be required to sell $35 $644 $679 $76 $1,312 $1,388 
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  16    16  55    55 
              
Total impairment losses recognized in earnings $51 $644 $695 $131 $1,312 $1,443 
              

OTTI on Investments Three months ended June 30, 2010 Six months ended June 30, 2010 
In millions of dollars AFS HTM Total AFS HTM Total 

Impairment losses related to securities which the Company does not intend to sell nor will likely be required to sell:

                   

Total OTTI losses recognized during the periods ended June 30, 2010

 $39 $217 $256 $236 $549 $785 

Less: portion of OTTI loss recognized in AOCI (before taxes)

  3    3  6  40  46 
              

Net impairment losses recognized in earnings for securities that the Company does not intend to sell nor will likely be required to sell

 $36 $217 $253 $230 $509 $739 

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

  201    201  222    222 
              

Total impairment losses recognized in earnings

 $237 $217 $454 $452 $509 $961 
              

        The following is a three-month roll forward3-month roll-forward of the credit-related position recognized in earnings for AFS and HTM debt securities held as of June 30, 2009:2010:

 
 Cumulative Other-Than-Temporary Impairment Credit Losses Recognized in Earnings 
In millions of dollars March 31, 2009
Balance
 Credit impairments
recognized in
earnings on
securities not
previously impaired
 Credit impairments
recognized in
earnings on
securities than
have been
previously impaired
 Reductions due
to sales of credit
impaired
securities sold
or matured
 June 30, 2009
Balance
 
AFS debt securities                
Mortgage-backed securities                
 Prime $ $7 $ $ $7 
 Commercial real estate  2        2 
            
 Total mortgage-backed securities  2  7      9 
Foreign government    14      14 
Corporate  84  8  5    97 
Asset backed securities  2  1      3 
Other debt securities  6        6 
            
Total OTTI credit losses recognized for AFS debt securities $94 $30 $5 $ $129 
            
HTM debt securities                
Mortgage-backed securities                
 Prime $8 $6 $ $ $14 
 Alt-A  1,505  396      1,901 
 Subprime  95  10      105 
 Non-U.S. residential  34  62      96 
 Commercial real estate  4        4 
            
 Total mortgage-backed securities  1,646  474      2,120 
Corporate  221  169    (70) 320 
Asset backed securities  32        32 
Other debt securities  2  1      3 
            
Total OTTI credit losses recognized for HTM debt securities $1,901 $644 $ $(70)$2,475 
            

 
 Cumulative OTTI Credit Losses Recognized in Earnings 
In millions of dollars March 31, 2010
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
 June 30, 2010
balance
 

AFS debt securities

                

Mortgage-backed securities

                
 

Prime

 $254 $ $26 $ $280 
 

Alt-A

  2        2 
 

Commercial real estate

  2        2 
            
 

Total mortgage-backed securities

 $258 $ $26 $ $284 

State and municipal

    3      3 

U.S. Treasury

  35  1      36 

Foreign government

  154  5      159 

Corporate

  146  1      147 

Asset-backed securities

  9        9 

Other debt securities

  52        52 
            

Total OTTI credit losses recognized for AFS debt securities

 $654 $10 $26 $ $690 
            

HTM debt securities

                

Mortgage-backed securities

                
 

Prime

 $246 $51 $ $ $297 
 

Alt-A

  2,749  131  6    2,886 
 

Subprime

  213        213 
 

Non-U.S. residential

  96        96 
 

Commercial real estate

  9  1      10 
            
 

Total mortgage-backed securities

 $3,313 $183 $6 $ $3,502 

State and municipal

  7        7 

Corporate

  351        351 

Asset-backed securities

  81  8  19    108 

Other debt securities

  4    1    5 
            

Total OTTI credit losses recognized for HTM debt securities

 $3,756 $191 $26 $ $3,973 
            

Table of Contents

        The following is a six-month roll forward6-month roll-forward of the credit-related position recognized in earnings for AFS and HTM debt securities held as of June 30, 2009:2010:

 
 Cumulative Other-Than-Temporary Impairment Credit Losses Recognized in Earnings 
In millions of dollars January 1, 2009
Balance
 Credit impairments
recognized in
earnings on
securities not
previously impaired
 Credit impairments
recognized in
earnings on
securities than
have been
previously impaired
 Reductions due
to sales of credit
impaired
securities sold
or matured
 June 30, 2009
Balance
 
AFS debt securities                
Mortgage-backed securities                
 Prime $ $7 $ $ $7 
 Commercial real estate  1  1      2 
            
 Total mortgage-backed securities  1  8      9 
Foreign government    14      14 
Corporate  53  30  15  (1) 97 
Asset backed securities    3      3 
Other debt securities    6      6 
            
Total OTTI credit losses recognized for AFS debt securities $54 $61 $15 $(1)$129 
            
HTM debt securities                
Mortgage-backed securities                
 Prime $8 $6 $ $ $14 
 Alt-A  1,091  791  19    1,901 
 Subprime  85  20      105 
 Non- U.S. residential  28  68      96 
 Commercial real estate  4        4 
            
 Total mortgage-backed securities  1,216  885  19    2,120 
Corporate    390    (70) 320 
Asset backed securities  17  15      32 
Other debt securities    3      3 
            
Total OTTI credit losses recognized for HTM debt securities $1,233 $1,293 $19 $(70)$2,475 
            

 
 Cumulative OTTI 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
 June 30, 2010
balance
 

AFS debt securities

                

Mortgage-backed securities

                
 

Prime

 $242 $12 $26 $ $280 
 

Alt-A

  1  1      2 
 

Commercial real estate

  2        2 
            
 

Total mortgage-backed securities

 $245 $13 $26 $ $284 

State and municipal

    3      3 

U.S. Treasury

    36      36 

Foreign government

  20  139      159 

Corporate

  137  5  5    147 

Asset-backed securities

  9        9 

Other debt securities

  49  3      52 
            

Total OTTI credit losses recognized for AFS debt securities

 $460 $199 $31 $ $690 
            

HTM debt securities

                

Mortgage-backed securities

                
 

Prime

 $170 $126 $1 $ $297 
 

Alt-A

  2,569  309  8    2,886 
 

Subprime

  210  1  2    213 
 

Non-U.S. residential

  96        96 
 

Commercial real estate

  9  1      10 
            
 

Total mortgage-backed securities

 $3,054 $437 $11 $ $3,502 

State and municipal

  7        7 

Corporate

  351        351 

Asset-backed securities

  48  41  19    108 

Other debt securities

  4    1    5 
            

Total OTTI credit losses recognized for HTM debt securities

 $3,464 $478 $31 $ $3,973 
            

TableInvestments in Alternative Investment Funds that Calculate Net Asset Value per Share

        The Company holds investments in certain alternative investment funds that calculate net asset value (NAV) per share, including hedge funds, private equity funds, fund of Contentsfunds and real estate funds. The Company's investments include co-investments in funds that are managed by the Company and investments in funds that are managed by third parties. Investments in funds are generally classified as non-marketable equity securities carried at fair value.

        The fair values of these investments are estimated using the 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 June 30, 2010 Fair
value
 Unfunded commitments Redemption frequency
(if currently eligible)
 Redemption notice
period
 

Hedge funds

 $1,044 $16  Monthly, quarterly, annually  10-95 days 

Private equity funds(1)(2)

  3,721  1,828     

Real estate funds(3)

  373  188     
          

Total

 $5,138(4)$2,032       
          

(1)
Includes investments in private equity funds of $749 million for which the Company has entered into an agreement to sell, where fair value has been measured at the estimated transaction price. Also includes investments in private equity funds carried at cost with a carrying value of $268 million.

(2)
Private equity funds include funds that invest in infrastructure, leveraged buyout transactions, emerging markets and venture capital.

(3)
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 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 NAV 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.

(4)
Includes $1.7 billion of funds where the NAV is provided by third party asset managers.


11.    GOODWILL AND INTANGIBLE ASSETS

Goodwill

        The changes in goodwill during the six months ended June 30, 2009 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 
Morgan Stanley Smith Barney joint venture  (1,146)
Estimated impact from the Sale of Nikko Cordial Securities, reclassified asAssets of discontinued operations held for sale  (533)
Foreign exchange translation  847 
    
Balance at June 30, 2009 $25,578 
    

Identification of New Reporting Units

        The changes in the organizational structure resulted in the creation of new reporting segments. As a result, commencing with the second quarter 2009, the Company has identified new reporting units as required under SFAS 142,Goodwill and Other Intangible Assets. Goodwill affected by during the reorganization has been reassigned from ten reporting units to nine, using a fair value approach. Subsequent to June 30, 2009, goodwill will be allocated to disposals and tested for impairment under the new reporting units.first six months of 2010 were as follows:

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 
    

Foreign exchange translation

  (442)

Smaller acquisitions/divestitures, purchase accounting adjustments and other

  (19)
    

Balance at June 30, 2010

 $25,201 
    

        During the first six months of 2009,2010, no goodwill was written off due to impairment.

        While no Goodwill is tested for impairment was noted in step one ofannually during the Company'sthird 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. During the second quarter, the Company reviewed the current conditions for all of its reporting units and determined that an interim goodwill impairment test goodwillwas required for the new Latin America Regional Consumer BankingitsBrokerage and Asset Management andLocal Consumer Lending—Cards reporting units. The valuations were updated for these particular businesses and the results of the review showed no goodwill impairment for these reporting units may be particularly sensitiveor any of the other reporting units as of June 30, 2010. Additionally, the fair value of theAsia Regional Consumer Banking,Securities and Banking andTransaction Services reporting units substantially exceeded their respective carrying value.

        Citigroup engaged the services of an independent valuation specialist to further deteriorationassist in the updated valuation of itsLocal Consumer Lending—Cards reporting unit, which considered the impact of the recent penalty fee provision associated with the Credit Card Accountability Responsibility and Disclosure Act of 2009 (CARD Act). The fair value as a percentage of allocated book value forLocal Consumer Lending—Cards andBrokerage and Asset Management is 115% and 105%, respectively. If economic conditions. Ifconditions deteriorate or other events adversely impact the future werebusiness models and the related assumptions including the discount rate, expected recovery, and expected loss rates used to differ adversely from management's best estimate of key economic assumptions and associated cash flows were to decrease by a small margin,value this reporting unit, the Company could potentially experience future material impairment charges with respect to the $1,265$4,593 million and $4,781$65 million of goodwill remaining in our Latin America Regional Consumer Banking and itsLocal Consumer Lending—Cards andBrokerage and Asset Management reporting units, respectively.units. Any such charges, by themselves, would not negatively affect the Company's Tier 1 Common, Tier 1 Common andCapital or Total Capital regulatory ratios, its Tangible Common Equity or the Company's liquidity position. The Company will continue to monitor these reporting units as the goodwill in these reporting units may be particularly sensitive to further deterioration in economic conditions.

        The following tables present the Company's goodwill balances by reporting unit and by segment at June 30, 2009:2010:

In millions of dollars June 30, 2009 
By Reporting Unit    
North America Regional Consumer Banking $2,406 
EMEA Regional Consumer Banking  306 
Asia Regional Consumer Banking  5,392 
Latin America Regional Consumer Banking  1,265 
Securities and Banking  8,516 
Transaction Services  1,561 
Brokerage and Asset Management  1,299 
Local Consumer Lending—Cards  4,781 
Local Consumer Lending—Other  52 
    
 Total $25,578 
    
By Segment    
Regional Consumer Banking $9,370 
Institutional Clients Group  10,077 
Citi Holdings  6,131 
    
 Total $25,578 
    

In millions of dollars 
Reporting unit(1) Goodwill 

North America Regional Consumer Banking

 $2,465 

EMEA Regional Consumer Banking

  284 

Asia Regional Consumer Banking

  5,638 

Latin America Regional Consumer Banking

  1,683 

Securities and Banking

  8,926 

Transaction Services

  1,547 

Brokerage and Asset Management

  65 

Local Consumer Lending—Cards

  4,593 
    

Total

 $25,201 
    

By Segment

    

Regional Consumer Banking

 $10,070 

Institutional Clients Group

  10,473 

Citi Holdings

  4,658 
    

Total

 $25,201 
    

(1)
Local Consumer Lending—Other is excluded from the table as there is no goodwill allocated to it.

Intangible Assets

        The components of intangible assets were as follows:

 
 June 30, 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 $8,418 $4,748 $3,670 $8,443 $4,513 $3,930 
Core deposit intangibles  1,359  722  637  1,345  662  683 
Other customer relationships  707  162  545  4,031  168  3,863 
Present value of future profits  417  272  145  415  264  151 
Other(1)  5,018  1,311  3,707  5,343  1,285  4,058 
              
Total amortizing intangible assets $15,919 $7,215 $8,704 $19,577 $6,892 $12,685 
Indefinite-lived intangible assets  1,394  N/A  1,394  1,474  N/A  1,474 
Mortgage servicing rights  6,770  N/A  6,770  5,657  N/A  5,657 
              
Total intangible assets $24,083 $7,215 $16,868 $26,708 $6,892 $19,816 
              

 
 June 30, 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

 $7,915 $4,950 $2,965 $8,148 $4,838 $3,310 

Core deposit intangibles

  1,402  875  527  1,373  791  582 

Other customer relationships

  677  185  492  675  176  499 

Present value of future profits

  239  107  132  418  280  138 

Indefinite-lived intangible assets

  522    522  569    569 

Other(1)

  4,722  1,492  3,230  4,977  1,361  3,616 
              

Intangible assets (excluding MSRs)

 $15,477 $7,609 $7,868 $16,160 $7,446 $8,714 

MSRs

  4,894    4,894  6,530    6,530 
              

Total intangible assets

 $20,371 $7,609 $12,762 $22,690 $7,446 $15,244 
              

(1)
Includes contract-related intangible assets.

N/A    Not Applicable.


Table of Contents

        The changes in intangible assets during the first six months ended June 30, 2009of 2010 were as follows:

In millions of dollars Net carrying
amount at
December 31,
2008
 Acquisitions /
Divestitures
 Amortization Impairments FX and
other(1)
 Net carrying
amount at
June 30,
2009
 
Purchased credit card relationships $3,930 $ $(287)$ $27 $3,670 
Core deposit intangibles  683    (58) (3) 15  637 
Other customer relationships(2)  3,863  (3,016) (116)   (186) 545 
Present value of future profits  151    (7)   1  145 
Indefinite-lived intangible assets  1,474  (69)     (11) 1,394 
Other  4,058  (155) (149) (46) (1) 3,707 
              
  $14,159 $(3,240)$(617)$(49)$(155)$10,098 
              
Mortgage servicing rights(3)  5,657              6,770 
                  
Total intangible assets $19,816             $16,868 
                  

In millions of dollars Net carrying
amount at
December 31,
2009
 Acquisitions/
divestitures
 Amortization Impairments FX
and
other(1)
 Net carrying
amount at
June 30,
2010
 

Purchased credit card relationships

 $3,310 $(53)$(251)$(39)$(2)$2,965 

Core deposit intangibles

  582    (55)     527 

Other customer relationships

  499    (27)   20  492 

Present value of future profits

  138    (7)   1  132 

Indefinite-lived intangible assets

  569  (46)     (1) 522 

Other

  3,616    (158) (32) (196) 3,230 
              

Intangible assets (excluding MSRs)

 $8,714 $(99)$(498)$(71)$(178)$7,868 

MSRs(2)

  6,530              4,894 
                  

Total intangible assets

 $15,244             $12,762 
                  

(1)
Includes the impact of FXforeign exchange translation and purchase accounting adjustments.

(2)
Decrease during the second quarter of 2009 is due to the reclassification of assets of the Nikko Cordial businesses toAssets of discontinued operations held for sale as described in Note 2 to the Consolidated Financial Statements.

(3)
See Note 1514 to the Consolidated Financial Statements for the roll-forward of mortgage servicing rights.MSRs.

Table of Contents
12.    DEBT

12.    DEBT

Short-Term Borrowings

        Short-term borrowings consist of commercial paper and other borrowings as follows:

In millions of dollars June 30,
2009
 December 31,
2008
 
Commercial paper       
Citigroup Funding Inc.  $27,862 $28,654 
Other Citigroup subsidiaries  633  471 
      
  $28,495 $29,125 
Other short-term borrowings  73,399  97,566 
      
Total short-term borrowings $101,894 $126,691 
      

In millions of dollars June 30,
2010
 December 31,
2009
 

Commercial paper

       

Bank

 $25,170 $ 

Other Non-bank

  11,193  10,223 

 $36,363 $10,223 

Other short-term borrowings(1)

  56,389  58,656 
      

Total short-term borrowings(2)

 $92,752 $68,879 
      

(1)
At June 30, 2010 and December 31, 2009, collateralized advances from the Federal Home Loan Bank were $12 billion and $23 billion, respectively.

(2)
June 30, 2010 includes $25.2 billion of commercial paper related to VIEs consolidated effective January 1, 2010 with the adoption of SFAS 166/167.

        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 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.

        Citigroup Global Markets Holdings Inc. (CGMHI) has committed financing with unaffiliated banks. At June 30, 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 $500 million with unaffiliated banks with maturities occurring on various dates in the second half of 2009. It also has 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 June 30,
2009
 December 31,
2008
 
Citigroup parent company $192,295 $192,290 
Other Citigroup subsidiaries(1)  96,497  109,306 
Citigroup Global Markets Holdings Inc. (CGMHI)  15,134  20,623 
Citigroup Funding Inc. (CFI)(2)  44,120  37,374 
      
Total long term debt $348,046 $359,593 
      

In millions of dollars June 30,
2010
 December 31,
2009
 

Citigroup parent company

 $189,110 $197,804 

Bank

  148,531  78,857 

Other Non-bank

  75,656  87,358 
      

Total long-term debt(1)(2)(3)

 $413,297 $364,019 
      

(1)
At June 30, 20092010 and December 31, 2008,2009, collateralized advances from the Federal Home Loan Bank are $38.5were $18.6 billion and $67.4$24.1 billion, respectively.

(2)
Includes Principal-Protected Trust Securities (Safety First Trust Securities) with carrying values of $494$451 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 2009-3 (collectively, the "Safety First Trusts") at June 30, 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 2008-62009-3 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 was undrawn at

(3)
June 30, 2009 and matures in 2011.2010 includes $101.0 billion related to VIEs consolidated effective January 1, 2010 with the adoption of SFAS 166/167.

        CGMHI also has committed long-term financing facilities with unaffiliated banks. At June 30, 2009,2010, CGMHI had drawn down the full $900 million available under these facilities, of which $350$150 million is guaranteed by Citigroup. Generally, a bank can terminate these facilities by giving CGMHI one-year prior 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 impact of FX translation on certain debt issuances.

        Citigroup and other U.S. financial services firms are currently benefiting from government programs that are improving markets and providing Citigroup and other institutions with significant current funding capacity and significant liquidity support, including the Temporary Liquidity Guarantee Program (TLGP). See "TARP and Other Regulatory Programs" above.

        Long-term debt at June 30, 20092010 and December 31, 20082009 includes $24.2$20.2 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 (1) issuing trust securities representing undivided beneficial interests in the assets of the trust; (2) investing the gross proceeds of the trust securities in junior subordinated deferrable interest debentures (subordinated debentures) of its parent; and (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


Table of Contents

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. In addition, see Note 23 to the Consolidated Financial Statements, "Exchange Offers," below.


        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.


Table of Contents

        The following table summarizes the financial structure of each of the Company's subsidiary trusts at June 30, 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  824  6.829% 50  824  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       $23,355       $23,517       
                        

 
  
  
  
  
  
 Junior subordinated debentures
owned by trust
 
Trust securities with distributions guaranteed byCitigroup
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  150  6.829% 50  150  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 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

       $21,384       $21,510       
                        

(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 second quarter of 2009,2010 Citigroup did not issue any trust preferred securities. In addition, see Note 23 to the Consolidated Financial Statements,"Exchange Offers," below.exchanged Citigroup Capital Trust XXX for $1.875 billion of senior notes with a coupon of 6% payable semi-annually. The senior notes mature on December 13, 2013.


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13.   PREFERRED STOCK

        The following table summarizes the Company's preferred stock outstanding at June 30, 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
 June 30,
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    23,835  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 $74,301 $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 were 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 were 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 U.S. Treasury and the FDIC as consideration for guaranteeing approximately $300.8 billion of 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 U.S. Treasury under the Troubled Asset Relief Program (TARP). 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 U.S. Treasury under TARP. 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 were to be 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 have a quarterly dividend declaration schedule. As previously announced, following the closing of the public exchange offers, Citigroup suspended payment of dividends on all remaining outstanding preferred securities.

        Other than securities containing customary anti-dilution provisions, Citigroup's only outstanding instruments subject to potential resets are the warrant to purchase 210,084,034 shares of common stock issued to the U.S. Treasury as part of TARP on November 28, 2008, the warrant to purchase 188,501,414 shares of common stock issued to the U.S. Treasury as part of


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TARP on December 31, 2008, and the warrant to purchase 66,531,728 shares of common stock issued to the U.S. Treasury as consideration for the loss-sharing agreement on January 15, 2009. Under the terms of the warrants, the number of shares of common stock for which the warrants are exercisable and the exercise price of the warrants will be subject to a reset if, prior to the third anniversary of issue date of the warrants, Citigroup issues shares of common stock (or rights or warrants or other securities exercisable or convertible into or exchangeable for shares of common stock) (collectively, "convertible securities") without consideration or at a consideration per share (or having a conversion price per share) that is less than 90% of the market price of Citigroup's common stock on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities), subject to specified exceptions.

        In addition, see Note 23 to the Consolidated Financial Statements,"Exchange Offers," below.



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14.13.    CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

        ChangesThe following table shows the changes in each component of Accumulated"Accumulated Other Comprehensive Income (Loss) (AOCI)" for the first and second quarters of 2009 were as follows:2010:

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 /ASC 320-10-65-1)  (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)
            
Decrease (increase) in net unrealized gains (losses) on investment securities, net of taxes(1)(3)  2,890        2,890 
Less: Reclassification adjustment for gains included in net income, net of taxes  95        95 
FX translation adjustment, net of taxes(4)    2,406      2,406 
Cash flow hedges, net of taxes(3)      41    41 
Pension liability adjustment, net of taxes        (62) (62)
            
Change $2,985 $2,406 $41 $(62)$5,370 
            
Citigroup Stockholders AOCI balance, June 30, 2009 $(7,055)$(8,312)$(3,665)$(2,611)$(21,643)
            

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

 $(3,165)$(8,226)$(2,959)$(3,509)$(17,859)

Change in net unrealized gains (losses) on investment securities, net of taxes(4)

  967        967 

Reclassification adjustment for net gains included in net income, net of taxes

  (61)       (61)

Foreign currency translation adjustment, net of taxes(1)

    (2,036)     (2,036)

Cash flow hedges, net of taxes(2)

      (225)   (225)

Pension liability adjustment, net of taxes(3)

        44  44 
            

Change

 $906 $(2,036)$(225)$44 $(1,311)
            

Balance, June 30, 2010

 $(2,259)$(10,262)$(3,184)$(3,465)$(19,170)
            

(1)
Primarily related to AFS municipal and other debt securities.

(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) in net unrealized gains (losses) on investment securities, netReflects adjustments to the funded status of taxes includespension and postretirement plans, which is the change indifference between the hedged senior debt securities retained fromfair value of the sale of a portfolio of highly leveraged loans. The offsetting change inplan assets and the corresponding cash flow hedge is reflected in Cash Flow hedges, net of taxes.projected benefit obligation.

(4)
Reflects, among other items,Primarily impacted by increases in unrealized gains on mortgage-backed and U.S. treasury securities, partially offset by higher unrealized losses on state and municipal securities. See Note 10 to the movements in the British Pound, Mexican Peso, Japanese Yen, Australian Dollar, Korean Won, and the Euro against the U.S. dollar, and changes in related tax effects.Consolidated Financial Statements

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15.14.    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 impending accounting changes to SFAS 140,Accountingthe accounting for Transferstransfers and Servicingservicing of Financial Assetsfinancial assets and Extinguishments of Liabilities (SFAS 140 /ASC 860), and FASB Interpretation No. 46, "Consolidationconsolidation of Variable Interest Entities (revised December 2003) (FIN 46 (R)/ASC 810-10)(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 /ASC 860-40-15. 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)/ASC 810-10-15, 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:

        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 iswas 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:

        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)/ASC 810-10-25.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 June 30, 20092010 and December 31, 20082009 is presented below:

As of June 30, 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
 
Citicorp                         
Credit card securitizations $77,382 $77,382 $ $ $ $ $ $ 
Citi-administered asset-backed commercial paper conduits (ABCP)  29,884      29,884  178    29,706   
Third-party commercial paper conduits  9,623      9,623      562  20 
Collateralized debt obligations (CDOs)  3,495      3,495  12       
Collateralized loan obligations (CLOs)  4,801      4,801  187       
Mortgage loan securitization  85,072  85,072             
Asset-based financing  15,260    1,522  13,738  3,275  45  410  149 
Municipal securities tender option bond trusts (TOBs)  26,271  759  16,484  9,028  48    6,543  558 
Municipal investments  591      591    34     
Client intermediation  8,211    2,754  5,457  1,202  22     
Investment funds  124    34  90  14      2 
Trust preferred securities  24,034      24,034    161     
Other  9,703  3,537  1,903  4,263  352  4     
                  
Total $294,451 $166,750 $22,697 $105,004 $5,268 $266 $37,221 $729 
                  
Citi Holdings                         
Credit card securitizations $42,566 $42,566 $ $ $ $ $ $ 
Mortgage securitizations  521,830  521,830             
Student loan securitizations  15,042  15,042             
Citi-administered asset-backed commercial paper conduits (ABCP)  14,809    237  14,572      14,180  392 
Third-party commercial paper conduits  6,112      6,112  301    169   
Collateralized debt obligations (CDOs)  20,619    8,170  12,449  651      524 
Collateralized loan obligations (CLOs)  15,983    72  15,911  1,602    12  247 
Asset-based financing  58,948    475  58,473  17,179  68  1,543   
Municipal securities tender option bond trusts (TOBs)  2,260    2,260           
Municipal investments  16,824    879  15,945    2,005  611   
Client intermediation  639    280  359  27       
Investment funds  9,392    1,248  8,144    143     
Other  5,360  777  3,137  1,446  227  122  269   
                  
Total $730,384 $580,215 $16,758 $133,411 $19,987 $2,338 $16,784 $1,163 
                  
Total Citigroup $1,024,835 $746,965 $39,455 $238,415 $25,255 $2,604 $54,005 $1,892 
                  

As of June 30, 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

 $64,560 $64,560 $ $ $ $ $ $ 

Mortgage securitizations(6)

  175,625  2,100  173,525  1,937      30  1,967 

Citi-administered asset-backed commercial paper conduits (ABCP)

  29,066  21,483  7,583      7,583    7,583 

Third-party commercial paper conduits

  4,275    4,275  259    342    601 

Collateralized debt obligations (CDOs)

  5,762    5,762  132        132 

Collateralized loan obligations (CLOs)

  7,392    7,392  86        86 

Asset-based financing

  26,037  1,218  24,819  7,362  12  1,144  13  8,531 

Municipal securities tender option bond trusts (TOBs)

  19,761  10,306  9,455      6,408  588  6,996 

Municipal investments

  12,673  241  12,432  750  2,409  545    3,704 

Client intermediation

  6,280  1,170  5,110  1,583  8      1,591 

Investment funds

  3,479  124  3,355  2  48      50 

Trust preferred securities

  21,627    21,627    128      128 

Other

  5,625  863  4,762  759    119  241  1,119 
                  

Total

 $382,162 $102,065 $280,097 $12,870 $2,605 $16,141 $872 $32,488 
                  

Citi Holdings

                         

Credit card securitizations

 $35,511 $35,511 $ $ $ $ $ $ 

Mortgage securitizations(6)

  278,462  3,719  274,743  2,777      119  2,896 

Student loan securitizations

  35,081  35,081             

Auto loan securitizations

  2,196  2,196             

Citi-administered asset-backed commercial paper conduits (ABCP)

  100  100             

Third-party commercial paper conduits

  3,282    3,282      252    252 

Collateralized debt obligations (CDOs)

  9,372  709  8,663  389      143  532 

Collateralized loan obligations (CLOs)

  14,209  490  13,719  1,503    59  371  1,933 

Asset-based financing

  46,634  3  46,631  14,680  4  925    15,609 

Municipal securities tender option bond trusts (TOBs)

  631  631             

Municipal investments

  4,638    4,638  124  195  124    443 

Client intermediation

  696  215  481  62      347  409 

Investment funds

  4,731  1,138  3,593    83  403    486 

Other

  2,166  483  1,683  215  118  181    514 
                  

Total

 $437,709 $80,276 $357,433 $19,750 $400 $1,944 $980 $23,074 
                  

Total Citigroup

 $819,871 $182,341 $637,530 $32,620 $3,005 $18,085 $1,852 $55,562 
                  

(1)
The definition of maximum exposure to loss is included in the text that follows.

(2)
Included in Citigroup's June 30, 2010 Consolidated Balance Sheet.

(3)
Not included in Citigroup's June 30, 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 June 30, 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 June 30, 2009 Consolidated Balance Sheet.

(4)
Not included in Citigroup's June 30, 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 June 30, 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)
 
 $ $78,254 $78,254 $ $ $ 
  29,884  36,108      36,108  36,108 
  582  10,589      10,589  579 
  12  4,042      4,042  12 
  187  3,343      3,343  2 
    84,953  84,953       
  3,879  16,930    1,629  15,301  4,556 
  7,149  27,047  5,964  12,135  8,948  7,884 
  34  593      593  35 
  1,224  8,332    3,480  4,852  1,476 
  16  71    45  26  31 
  161  23,899      23,899  162 
  356  10,394  3,737  2,419  4,238  370 
             
 $43,484 $304,555 $172,908 $19,708 $111,939 $51,215 
             
 $ $45,613 $45,613 $ $ $ 
    586,410  586,407  3     
    15,650  15,650       
  14,572  23,527      23,527  23,527 
  470  10,166      10,166  820 
  1,175  26,018    11,466  14,552  1,461 
  1,861  19,610    122  19,488  1,680 
  18,790  85,224    2,218  83,006  23,676 
    3,024  540  2,484     
  2,616  16,545    866  15,679  2,915 
  27  1,132    331  801  61 
  143  10,330    2,084  8,246  158 
  618  9,472  1,014  4,306  4,152  892 
             
 $40,272 $852,721 $649,224 $23,880 $179,617 $55,190 
             
 $83,756 $1,157,276 $822,132 $43,588 $291,556 $106,405 
             
 
  
  
  
 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

  264,949  264,949       

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

 $477,419 $346,295 $15,539 $115,585 $52,717 
            

Citi Holdings

                

Credit card securitizations

 $42,274 $42,274 $ $ $ 

Mortgage securitizations

  308,504  308,504       

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

 $483,213 $365,731 $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.


Table of Contents

        This        The previous table does not include:

        Prior to January 1, 2010, the table did not include:

        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 table 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)/ASC 810-10-15 (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 June 30, 2009:2010:

In billions of dollars Liquidity
Facilities
 Loan
Commitments
 
Citicorp       
Citi-administered asset-backed commercial paper conduits (ABCP) $25,506 $4,200 
Third-party commercial paper conduits  552  10 
Asset-based financing    410 
Municipal securities tender option bond trusts (TOBs)  6,543   
      
Total Citicorp $32,601 $4,620 
      
Citi Holdings       
Citi-administered asset-backed commercial paper conduits (ABCP) $14,180 $ 
Third-party commercial paper conduits  169   
Collateralized loan obligations (CLOs)    12 
Asset-based financing    1,543 
Municipal investments    611 
Other    269 
      
Total Citi Holdings $14,349 $2,435 
      
Total Citigroup funding commitments $46,950 $7,055 
      

In millions of dollars Liquidity Facilities Loan Commitments 

Citicorp

       

Citi-administered asset-backed commercial paper conduits (ABCP)

 $7,583 $ 

Third-party commercial paper conduits

  342   

Asset-based financing

  5  1,139 

Municipal securities tender option bond trusts (TOBs)

  6,408   

Municipal investments

    545 

Other

    119 
      

Total Citicorp

 $14,338 $1,803 
      

Citi Holdings

       

Third-party commercial paper conduits

 $252 $ 

Collateralized loan obligations (CLOs)

    59 

Asset-based financing

    925 

Municipal investments

    124 

Investment Funds

  15  388 

Other

    181 
      

Total Citi Holdings

 $267 $1,677 
      

Total Citigroup funding commitments

 $14,605 $3,480 
      

Table of Contents

Citicorp'sCiticorp & 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 June 30,
2009
 December 31,
2008
 
Cash $0.4 $0.7 
Trading account assets  3.0  4.3 
Investments  17.0  12.5 
Loans  0.2  0.5 
Other assets  2.1  1.7 
      
Total assets of consolidated VIEs $22.7 $19.7 
      

        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 June 30,
2009
 December 31,
2008
 
Short-term borrowings $16.8 $14.2 
Long-term debt  5.7  5.6 
Other liabilities  0.2  0.9 
      
Total liabilities of consolidated VIEs $22.7 $20.7 
      

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.

Citi Holdings' Consolidated VIEs—Balance Sheet Classification

All assets are restricted from being sold or pledged as collateral. The following table presentscash flows from these assets are the carrying amounts and classifications of consolidated assets thatonly source used to pay down the associated liabilities, which are collateral for consolidated VIE obligations:non-recourse to the Company's general assets.

In billions of dollars June 30,
2009
 December 31,
2008
 
Cash $0.7 $1.2 
Trading account assets  10.5  16.6 
Investments  3.1  3.3 
Loans  1.8  2.1 
Other assets  0.7  0.7 
      
Total assets of consolidated VIEs $16.8 $23.9 
      

        The following table presents the carrying amounts and classification of the third-party liabilities of the consolidated VIEs:

In billions of dollars June 30,
2009
 December 31,
2008
 
Trading account liabilities $0.2 $0.5 
Short-term borrowings  2.9  2.8 
Long-term debt  0.5  1.2 
Other liabilities  1.2  2.1 
      
Total liabilities of consolidated VIEs $4.8 $6.6 
      
 
 June 30, 2010 December 31, 2009 
In billions of dollars Citicorp Citi Holdings Citigroup Citicorp Citi Holdings Citigroup 

Cash

 $0.8 $1.9 $2.7 $ $1.4 $1.4 

Trading account assets

  2.1  2.1  4.2  3.7  9.5  13.2 

Investments

  10.5  0.7  11.2  9.8  2.8  12.6 

Total loans, net

  86.8  72.4  159.2  0.1  25.0  25.1 

Other

  1.8  3.2  5.0  1.9  1.3  3.2 
              

Total assets

 $102.0 $80.3 $182.3 $15.5 $40.0 $55.5 
              

Short-term borrowings

 $35.0 $2.3 $37.3 $9.5 $2.6 $12.1 

Long-term debt

  49.7  51.3  101.0  4.6  21.2  25.8 

Other liabilities

  1.7  3.0  4.7  0.1  3.6  3.7 
              

Total liabilities

 $86.4 $56.6 $143.0 $14.2 $27.4 $41.6 
              

Citicorp'sCiticorp & 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 June 30,
2009
 December 31,
2008
 
Trading account assets $1.2 $1.9 
Investments  0.2  0.2 
Loans  3.4  3.5 
Other assets  0.6  0.4 
      
Total assets of significant interest in unconsolidated VIEs $5.4 $6.0 
      


In billions of dollars June 30,
2009
 December 31,
2008
 

Long-term debt

 $0.5 $0.4 
      

Total liabilities of significant interest in unconsolidated VIEs

 $0.5 $0.4 
      

Citi Holdings' Significant Interests in Unconsolidated VIEs—Balance Sheet Classification

        The following table presents the carrying amounts and classification of significant interests in unconsolidated VIEs:

In billions of dollars June 30,
2009
 December 31,
2008
 
Trading account assets $4.0 $4.4 
Investments  9.8  8.2 
Loans  12.8  12.4 
Other assets  0.1  2.6 
      
Total assets of significant interest in unconsolidated VIEs $26.7 $27.6 
      


 June 30, 2010 December 31, 2009 
In billions of dollars June 30,
2009
 December 31,
2008
  Citicorp Citi Holdings Citigroup Citicorp Citi Holdings Citigroup 

Trading account liabilities

 $0.5 $0.2 

Trading account assets

 $4.1 $2.9 $7.0 $3.2 $3.1 $6.3 

Investments

 2.9 6.9 9.8 2.0 7.3 9.3 

Loans

 6.0 8.8 14.8 2.3 10.5 12.8 

Other

 2.4 2.4 4.8 0.5 0.1 0.6 
             

Total assets

 $15.4 $21.0 $36.4 $8.0 $21.0 $29.0 
             

Long-term debt

 $0.5 $ $0.5 $0.5 $ $0.5 

Other liabilities

 0.4 0.6  0.4  0.4 0.3 0.2 0.5 
                  

Total liabilities of significant interest in unconsolidated VIEs

 $0.9 $0.8 

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 that 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 June 30, 2009 and December 31, 2008:receivables:

 
 Citicorp Citi Holdings 
In billions of dollars June 30,
2009
 December 31,
2008
 June 30,
2009
 December 31,
2008
 
Principal amount of credit card receivables in trusts $77.4 $78.3 $42.6 $45.7 
          
Ownership interests in principal amount of trust credit card receivables:��            
Sold to investors via trust-issued securities  65.5  68.2  28.3  30.0 
Retained by Citigroup as trust-issued securities  5.1  1.2  9.0  5.4 
Retained by Citigroup via non-certificated interests recorded as consumer loans  6.8  8.9  5.3  10.3 
          
Total ownership interests in principal amount of trust credit card receivables $77.4 $78.3 $42.6 $45.7 
          
Other amounts recorded on the balance sheet related to interests retained in the trusts:             
Other retained interests in securitized assets $1.2 $1.2 $1.6 $2.0 
Residual interest in securitized assets(1)  0.3  0.3  1.0  1.4 
Amounts payable to trusts  1.2  1.0  0.7  0.7 
          

 
 Citicorp Citi Holdings 
In billions of dollars June 30,
2010
 December 31,
2009
 June 30,
2010
 December 31,
2009
 

Principal amount of credit card receivables in trusts

 $70.8 $78.8 $36.5 $42.3 
          

Ownership interests in principal amount of trust credit card receivables

             
 

Sold to investors via trust-issued securities

  49.1  66.5  18.2  28.2 
 

Retained by Citigroup as trust-issued securities

  4.4  5.0  7.6  10.1 
 

Retained by Citigroup via non-certificated interests

  17.3  7.3  10.7  4.0 
          

Total ownership interests in principal amount of trust credit card receivables

 $70.8 $78.8 $36.5 $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)
June 30,December 31, 2009 balances include net unbilled interest of $0.3B$0.3 billion for Citicorp and $0.4B for Citi Holdings. December 31, 2008 balances included net unbilled interest of $0.3B for Citicorp and $0.3B$0.4 billion for Citi Holdings.

Credit Card Securitizations—Citicorp

        In the second quarter of 2009 and 2008, theThe Company recorded net gains (losses) from securitization of Citicorp's credit card receivables of $51 million and ($141) million, and $151 million during the three and ($146) million for the six months ended June 30, 2009 and 2008, respectively.2009. Net gains (losses) reflect the following:


        The following tables summarizetable summarizes selected cash flow information related to Citicorp's credit card securitizations for the three and six months ended June 30, 20092010 and 2008:2009:

 
 Three months ended 
In billions of dollars June 30,
2009
 June 30,
2008
 

Proceeds from new securitizations

 $5.9 $3.2 

Proceeds from collections reinvested in new receivables

  36.1  44.6 

Contractual servicing fees received

  0.3  0.3 

Cash flows received on retained interests and other net cash flows

  0.7  1.0 
      

 
 Three months ended
June 30,
 
In billions of dollars 2010 2009 

Proceeds from new securitizations

 $ $5.9 

Pay down of maturing notes

  (6.9) N/A 

Proceeds from collections reinvested in new receivables

  N/A  36.1 

Contractual servicing fees received

  N/A  0.3 

Cash flows received on retained interests and other net cash flows

  N/A  0.7 
      

N/A—Not applicable due to the adoption of SFAS 166/167

 
 Six months ended
June 30,
 
In billions of dollars 2010 2009 

Proceeds from new securitizations

 $ $10.6 

Pay down of maturing notes

  (17.4) N/A 

Proceeds from collections reinvested in new receivables

  N/A  71.5 

Contractual servicing fees received

  N/A  0.6 

Cash flows received on retained interests and other net cash flows

  N/A  1.6 
      

N/A—Not applicable due to the adoption of SFAS 166/167


Managed Loans

 
 Six months ended 
In billions of dollars June 30,
2009
 June 30,
2008
 

Proceeds from new securitizations

 $10.6 $9.2 

Proceeds from collections reinvested in new receivables

  71.5  86.7 

Contractual servicing fees received

  0.6  0.6 

Cash flows received on retained interests and other net cash flows

  1.6  2.1 
      

        As of June 30, 2009previously mentioned, prior to 2010, securitized receivables were treated as sold and December 31, 2008,removed from the residual interestbalance sheet. Beginning in 2010, all securitized credit card receivables was valued at $0 for Citicorp. As such, key assumptions usedare included in measuring the fair value ofConsolidated Balance Sheet. Accordingly, the residual interest are not provided for the three months ended June 30, 2009 or as of June 30, 2009. Key assumptions used in measuring the fair value of the residual interests at the date of sale or securitization of Citicorp's credit card receivables for the three months ended June 30 2008 are as follows:


June 30,
2009
June 30,
2008

Discount rate

NA14.5%

Constant prepayment rate

NA5.9% to 20.3%

Anticipated net credit losses

NA5.1% to 5.2%

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        At June 30, 2009, the sensitivity of the fair valueManaged-basis (Managed) presentation is only relevant prior to adverse changes of 10% and 20% in each of the key assumptions were as follows:

In millions of dollars Residual
interest
 Retained
certificates
 Other
retained
interests
 

Carrying value of retained interests

 $ $5,177 $1,426 
        

Discount rates

          
 

Adverse change of 10%

 $ $(13)$(1)
 

Adverse change of 20%

    (25) (2)

Constant prepayment rate

          
 

Adverse change of 10%

 $ $ $ 
 

Adverse change of 20%

       

Anticipated net credit losses

          
 

Adverse change of 10%

 $ $ $(36)
 

Adverse change of 20%

      (71)
        

Managed Loans—Citicorp2010.

        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 (Managed) presentations are non-GAAP financial measures. Managed presentations include results from both the on-balance sheeton-balance-sheet loans and off-balance sheetoff-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 Managed 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 June 30,
2009
 December 31,
2008
 

Loan amounts, at period end

       

On balance sheet

 $42.1 $45.5 

Securitized amounts

  70.7  69.5 
      

Total managed loans

 $112.8 $115.0 
      

Delinquencies, at period end

       

On balance sheet

 $1,459 $1,402 

Securitized amounts

  1,898  1,543 
      

Total managed delinquencies

 $3,357 $2,945 
      

In millions of dollars, except loans in billions June 30,
2010
 December 31,
2009
 

Loan amounts, at period end

       

On balance sheet

 $109.5 $44.8 

Securitized amounts

    72.6 
      

Total managed loans

 $109.5 $117.4 
      

Delinquencies, at period end

       

On balance sheet

 $2,690 $1,165 

Securitized amounts

    2,121 
      

Total managed delinquencies

 $2,690 $3,286 
      

 

Credit losses, net of recoveries, for the three months ended June 30, 2009 2008 

On balance sheet

 $978 $700 

Securitized amounts

  1,838  1,043 
      

Total managed

 $2,816 $1,743 
      

Credit losses, net of recoveries, for the
three months ended June 30,
 2010 2009 

On balance sheet

 $2,620 $978 

Securitized amounts

    1,838 
      

Total managed

 $2,620 $2,816 
      

 

Credit losses, net of recoveries, for the six months ended June 30, 2009 2008 

On balance sheet

 $1,815 $1,338 

Securitized amounts

  3,329  1,923 
      

Total managed

 $5,144 $3,261 
      

Credit losses, net of recoveries, for the
six months ended June 30,
 2010 2009 

On balance sheet

 $5,368 $1,815 

Securitized amounts

    3,329 
      

Total managed

 $5,368 $5,144 
      

Credit Card Securitizations—SecuritizationsCiti Holdings

        In the second quarter of 2009 and 2008, theThe Company recorded net gains (losses)losses from securitization of Citi Holding'sHoldings' credit card receivables of ($612)$(612) million and ($35), and ($676) and $192$(676) million for the three and six months ended June 30, 2009 and 2008, respectively.2009.

        The following tables summarizetable summarizes selected cash flow information related to Citi Holding'sHoldings' credit card securitizations for the three and six months ended June 30, 20092010 and 2008:2009:

 
 Three months ended 
In billions of dollars June 30,
2009
 June 30,
2008
 
Proceeds from new securitizations $10.6 $6.8 
Proceeds from collections reinvested in new receivables  13.6  13.0 
Contractual servicing fees received  0.2  0.2 
Cash flows received on retained interests and other net cash flows  0.6  0.9 
      


 
 Six months ended 
In billions of dollars June 30,
2009
 June 30,
2008
 
Proceeds from new securitizations $18.7 $10.8 
Proceeds from collections reinvested in new receivables  25.8  26.4 
Contractual servicing fees received  0.4  0.4 
Cash flows received on retained interests and other net cash flows  1.2  1.8 
      
 
 Three months ended
June 30,
 
In billions of dollars 2010 2009 

Proceeds from new securitizations

 $2.1 $10.6 

Pay down of maturing notes

  (4.0) N/A 

Proceeds from collections reinvested in new receivables

  N/A  13.6 

Contractual servicing fees received

  N/A  0.2 

Cash flows received on retained interests and other net cash flows

  N/A  0.6 
      

        Key assumptions used in measuringN/A—Not applicable due to the fair valueadoption of SFAS 166/167

 
 Six months ended
June 30,
 
In billions of dollars 2010 2009 

Proceeds from new securitizations

 $3.8 $18.7 

Pay down of maturing notes

  (13.8) N/A 

Proceeds from collections reinvested in new receivables

  N/A  25.8 

Contractual servicing fees received

  N/A  0.4 

Cash flows received on retained interests and other net cash flows

  N/A  1.2 
      

N/A—Not applicable due to the residual interest at the dateadoption of sale or securitization of Citi Holding's credit card receivables for the three months ended June 30, 2009 and 2008, respectively, are as follows:SFAS 166/167

 
 June 30,
2009
 June 30,
2008
Discount rate 19.7% 17.9%
Constant prepayment rate 6.0% to 10.7% 7.1% to 12.2%
Anticipated net credit losses 12.2% to 13.1% 6.6% to 6.8%

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        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 June 30, 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:


June 30, 2009
Discount rate19.7%
Constant prepayment rate6.1% to 10.7%
Anticipated net credit losses13.1%
Weighted average life11.7 months


In millions of dollars Residual
interest
 Retained
certificates
 Other
retained
interests
 
Carrying value of retained interests $562 $8,784 $2,005 
        
Discount rates          
 Adverse change of 10% $(32)$(26)$(5)
 Adverse change of 20%  (62) (52) (10)
Constant prepayment rate          
 Adverse change of 10% $(39)$ $ 
 Adverse change of 20%  (74)    
Anticipated net credit losses          
 Adverse change of 10% $(377)$ $(43)
 Adverse change of 20%  (560)   (85)
        

Managed Loans—Citi Holdings

        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 (Managed) 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.

        The following tables present a reconciliation between the Managed 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 June 30,
2009
 December 31,
2008
 
Loan amounts, at period end       
On balance sheet $22.8 $30.1 
Securitized amounts  37.6  36.3 
Loans held-for-sale     
      
Total managed loans $60.4 $66.4 
      
Delinquencies, at period end       
On balance sheet $845 $741 
Securitized amounts  1,214  1,113 
Loans held-for-sale     
      
Total managed delinquencies $2,059 $1,854 
      

In millions of dollars, except loans in billions June 30,
2010
 December 31,
2009
 

Loan amounts, at period end

       

On balance sheet

 $56.6 $27.0 

Securitized amounts

    38.8 
      

Total managed loans

 $56.6 $65.8 
      

Delinquencies, at period end

       

On balance sheet

 $1,895 $1,250 

Securitized amounts

    1,326 
      

Total managed delinquencies

 $1,895 $2,576 
      

 

Credit losses, net of recoveries, for the three months ended June 30, 2009 2008 
On balance sheet $872 $565 
Securitized amounts  1,278  725 
Loans held-for-sale     
      
Total managed $2,150 $1,290 
      

Credit losses, net of recoveries, for the
three months ended June 30,
 2010 2009 

On balance sheet

 $1,951 $1,155 

Securitized amounts

    1,277 
      

Total managed credit losses

 $1,951 $2,432 
      

 

Credit losses, net of recoveries, for the six months ended June 30, 2009 2008 
On balance sheet $1,773 $1,048 
Securitized amounts  2,335  1,436 
Loans held-for-sale     
      
Total managed $4,108 $2,484 
      

Credit losses, net of recoveries, for the
six months ended June 30,
 2010 2009 

On balance sheet

 $4,077 $2,260 

Securitized amounts

    2,335 
      

Total managed credit losses

 $4,077 $4,595 
      

Funding, Liquidity Facilities and Subordinated Interests

        Citigroup securitizes credit card receivables through three securitization trusts—Citibank Credit Card Master Trust ("Master Trust"), which is part of Citicorp, and the Citibank OMNI Master Trust ("Omni Trust") and Broadway Credit Card Trust ("Broadway Trust"), which are part of Citi Holdings.

        Master Trust issues fixedfixed- and floating-rate term notes as well as commercial paper through the Dakota program.paper. Some of the term notes are issued to multi-seller commercial paper conduits. In the first half of 2009, the Master Trust has issued $4.3 billion of notes that are eligible for the Term Asset-Backed Securities Loan Facility (TALF) program, where investors can borrow from the Federal Reserve using the trust securities as collateral. The weighted average maturity of the term notes issued by the Master Trust was 3.53.7 years as of June 30, 20092010 and 3.83.6 years as of December 31, 2008.


Table2009. Beginning in 2010, the liabilities of Contentsthe trusts are included in the Consolidated Balance Sheet.

Master Trust liabilities:liabilities (at par value)

In billions June 30,
2009
 December 31,
2008
 
Term notes issued to multi-seller CP conduits $0.5 $1.0 
Term notes issued to other third parties  54.0  56.2 
Term notes retained by Citigroup affiliates  5.1  1.2 
Dakota commercial paper program  11.0  11.0 
      
Total Master Trust liabilities $70.6 $69.4 
      

In billions of dollars June 30,
2010
 December 31,
2009
 

Term notes issued to multi- seller CP conduits

 $0.2 $0.8 

Term notes issued to third parties

  43.9  51.2 

Term notes retained by Citigroup affiliates

  4.4  5.0 

Commercial paper

  5.0  14.5 
      

Total Master Trust liabilities

 $53.5 $71.5 
      

        Both Omni and Broadway Trusts issue fixedfixed- and floating-rate term notes, some of which are purchased by multi-seller commercial paper conduits. The Omni Trust also issues commercial paper through the Palisades program. Apaper. During 2009, a portion of the PalisadesOmni Trust commercial paper hashad 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 havehad placed commercial paper with CPFF. No Omni trust liabilities were funded through CPFF as of June 30, 2010. The total amount of Omni Trust liabilities funded directly or indirectly through the CPFF was $9.3 billion at June 30, 2009 and $6.9$2.5 billion at December 31, 2008.2009.

        In the second quarter of 2009, Omni Trust issued $4.0 billion of term notes that are eligible for the TALF program.        The weighted average maturity of the third-party term notes issued by the Omni Trust was 0.92.2 years as of June 30, 20092010 and 0.5 years as of December 31, 2008.2009. The weighted average maturity of the third-party term notes issued by the Broadway Trust was 3.12.0 years as of June 30, 20092010 and 3.32.5 years as of December 31, 2008.2009.

Omni Trust liabilities:liabilities (at par value)

In billions June 30,
2009
 December 31,
2008
 
Term notes issued to multi- seller CP conduits $13.3 $17.8 
Term notes issued to other third parties  5.1  2.3 
Term notes retained by Citigroup affiliates  8.7  5.1 
Palisades commercial paper program  8.5  8.5 
      
Total Omni Trust liabilities $35.6 $33.7 
      

In billions of dollars June 30,
2010
 December 31,
2009
 

Term notes issued to multi- seller commercial paper conduits

 $7.4 $13.1 

Term notes issued to third parties

  9.2  9.2 

Term notes retained by Citigroup affiliates

  7.4  9.8 

Commercial paper

    4.4 
      

Total Omni Trust liabilities

 $24.0 $36.5 
      

Broadway Trust liabilities:liabilities (at par value)

In billions June 30,
2009
 December 31,
2008
 

Term notes issued to multi- seller CP conduits

 $0.4 $0.4 

Term notes issued to other third parties

  1.0  1.0 

Term notes retained by Citigroup affiliates

  0.3  0.3 
      

Total Broadway Trust liabilities

 $1.7 $1.7 
      

In billions of dollars June 30,
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 Master and Omni Trusts. Both of these facilities, which represent contractual obligations on the part of Citibank (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 June 30, 2010, there was no liquidity commitment at that time. The liquidity commitment related to the Omni Trust commercial paper programs amounted to $8.5$4.4 billion at June 30, 2009 and December 31, 2008. During the second quarter of 2009, $4 billion of the Omni Trust liquidity facility was drawn to pay down maturing commercial paper held by a single investor. This investor made its initial investment in Omni Trust commercial paper in January 2009 and was covered by the Citibank (South Dakota) N.A. liquidity facility. The portion of the liquidity facility related to the maturing commercial paper was cancelled during the 2009 second quarter and is no longer outstanding as of June 30, 2009. The liquidity commitment related to the Master Trust commercial paper program amounted to $11 $5.0


billion at both June 30, 20092010 and $14.5 billion at December 31, 2008.2009. As of June 30, 20092010 and December 31, 2008,2009, none of the Master Trust or Omni Trust liquidity commitments werecommitment 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-party conduit was $5.2 billion at June 30, 2009 and $4$2.5 billion at December 31, 2008. As2009, of June, 30, 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 have trusts—Master Trust, Omni Trust, and Broadway Trust—had bonds placed on ratings watch with negative implications by rating agencies during the first and second quarters of 2009.agencies. As a result of the ratings watch status, certain actions were taken by Citi with respect to each of the trusts. 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. With

        As a result of these actions, based on the applicable regulatory capital rules, Citigroup began including the sold assets for all three of the credit card securitization trusts in its risk-weighted assets for purposes of calculating its risk-based capital 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 these changes increased Citigroup's risk-weighted assets by approximately $82 billion, and decreased Citigroup's Tier 1 Capital ratio by approximately 100 basis points each as of March 31, 2009, with respect to the Master Trust, in the first quarterand Omni Trusts. The inclusion of 2009, Citigroup subordinated a portion of its "seller's interest", which represents a senior interest in Trust receivables, thus making those cash flows available to pay investor coupon each month. In addition, during the second quarter of 2009, a subordinated note with a $3 billion principal amount was issued by the Master Trust and retained by Citibank (South Dakota), N.A., in order to provide additional credit support for the senior note classes. The note is


Table of Contents

classified as Held-to-maturity Investment Securities as Citigroup has the intent and ability to hold the security until its maturity. With respect to the Omni Trust, in the second quarter of 2009, subordinated notes with a principal amount of $2 billion were issued by the Trust and retained by Citibank (South Dakota), N.A., in order to provide additional credit support for the senior note classes. The notes are classified as Trading account assets. These notes are in addition to a $265 million subordinated note issued by Omni Trust and retained by Citibank (South Dakota), N.A. in the fourth quarter of 2008 for the purpose of providing additional credit support for senior noteholders. With respect to the Broadway Trust subordinated notes with a principal amountincreased Citigroup's risk-weighted assets by an additional approximately $900 million at June 30, 2009. With the consolidation of $82 million were issuedthe trusts, beginning in 2010 the credit card receivables that had previously been considered sold under SFAS 140 are now included in the Consolidated Balance Sheet and accordingly these assets continue to be included in Citigroup's risk-weighted assets. All bond ratings for each of the trusts have been affirmed by the Trustrating agencies and retained by Citibank, N.A., in order to provide additional credit support for the senior note classes. The notes are classifiedno downgrades have occurred as Trading account assets.


Table of ContentsJune 30, 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 and Special Asset Pool 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, is the primary beneficiary and consolidates the SPE.

Mortgage Securitizations—SecuritizationsCiticorp

        The following tables summarize selected cash flow information related to mortgage securitizations for the three and six months ended June 30, 20092010 and 2008:2009:

 
 Three months ended
June 30, 2009
 Three months ended
June 30, 2008
 
In billions of dollars U.S. agency
sponsored
mortgages
 Non-agency
sponsored
mortgages
 Agency and non-agency
sponsored mortgages
 
Proceeds from new securitizations $4.5 $1.1 $1.2 
Contractual servicing fees received       
Cash flows received on retained interests and other net cash flows       
        

 
 Three months ended June 30, 
 
 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

 $11.4 $0.6 $5.6 

Contractual servicing fees received

  0.1     

Cash flows received on retained interests and other net cash flows

       
        

 

 
 Six months ended
June 30, 2009
 Six months ended
June 30, 2008
 
In billions of dollars U.S. agency
sponsored
mortgages
 Non-agency
sponsored
mortgages
 Agency and non-agency
sponsored mortgages
 
Proceeds from new securitizations $5.3 $1.6 $3.2 
Contractual servicing fees received       
Cash flows received on retained interests and other net cash flows       

 
 Six months ended June 30, 
 
 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

 $23.2 $1.1 $6.9 

Contractual servicing fees received

  0.3     

Cash flows received on retained interests and other net cash flows

       
        

        Gains (losses) recognized on the securitization of non-agency sponsored mortgage activity duringU.S. agency-sponsored mortgages were $1 million and $4 million for the second quarter of 2009 was ($5) million.three and six months ended June 30, 2010, respectively. For the three and six months ended June 30, 2010, losses recognized on the securitization of non-agency-sponsored mortgages were $(2) million and $(1) million, respectively.

        Agency and non-agency mortgage securitization losses for the three and six months ended June 30, 2009 losses recognized on the securitization of non-agency sponsored mortgages were ($4) million.

        Losses recognized on the securitization of agency sponsored mortgage activity during the second quarter of 2009 were ($10) million. For the six months ended June 30 of 2009, losses recognized on the securitization of agency sponsored mortgages were ($7) million.

        There were no gains (losses) recognized on the securitization of agency$(15) million and non-agency mortgages in the second quarter of 2008. Agency and non-agency securitization gains (losses) for the six months ended June30, 2008 were $4 million.


Table of Contents$(11) 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 months ended June 30, 20092010 and 20082009 are as follows:

 
 Three months ended June 30, 20092010 Three months ended June 30, 20082009
 
 U.S. agencyagency-
sponsored
mortgages
 Non-agencyNon-agency-
sponsored
mortgages
 AgencyAgency- and non-agencynon-agency-
sponsored mortgages

Discount rate

 0.9% to 37.4%2.4% to 39.8%0.7% to 24.0%39.3%

Constant prepayment rate

 3.7% to 39.3%2.7% to 34.9%
Constant prepayment rate21.7% to 45.5%25.0% 3.0% to 26.6%5.0% 2.0%3.0% to 28.4%45.5%

Anticipated net credit losses

 NM 50.0%40.0% to 80.0%75.0% 20.0%0.0% to 100.0%80.0%

NM    Not meaningful. Anticipated net credit losses are not meaningful due to U.S. agency guarantees.

        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 and Special Asset Pool 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 June 30, 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:

 
 June 30, 20092010
 
 U.S. agencyagency-
sponsored
mortgages
 Non-agencyNon-agency-
sponsored
mortgages

Discount rate

 0.7%0.9% to 24.0%37.4%2.4% to 39.8%

Constant prepayment rate

 3.7% to 39.3%
Constant prepayment rate21.7% to 45.5%25.0% 3.0% to 26.6%25.8%

Anticipated net credit losses

 NANM 50.0%40.0% to 80.0%75.0%


NM    Not meaningful. Anticipated net credit losses are not meaningful due to U.S. agency guarantees.

In millions of dollars U.S. agency
sponsored mortgages
 Non-agency
sponsored mortgages
 
Carrying value of retained interests $1,149 $472 
      
Discount rates       
 Adverse change of 10% $(12)$(10)
 Adverse change of 20%  (24) (21)
Constant prepayment rate       
 Adverse change of 10% $(3)$(1)
 Adverse change of 20%  (5) (3)
Anticipated net credit losses       
 Adverse change of 10% $ $(11)
 Adverse change of 20%    (22)
      
In millions of dollars U.S. agency-
sponsored
mortgages
 Non-agency-
sponsored
mortgages
 

Carrying value of retained interests

 $2,514 $730 
      

Discount rates

       
 

Adverse change of 10%

 $(70)$(19)
 

Adverse change of 20%

  (136) (38)
      

Constant prepayment rate

       
 

Adverse change of 10%

 $(130)$(15)
 

Adverse change of 20%

  (251) (28)
      

Anticipated net credit losses

       
 

Adverse change of 10%

 $(1)$(44)
 

Adverse change of 20%

  (2) (80)
      

Mortgage Securitizations—Citi Holdings

        The following tables summarize selected cash flow information related to Citi Holdings mortgage securitizations for the three and six months ended June 30, 20092010 and 2008:2009:

 
 Three months ended June 30, 2009 Three months ended June 30, 2008 
In billions of dollars U.S. agency
sponsored mortgages
 Non-agency
sponsored mortgages
 Agency and non-agency
sponsored mortgages
 
Proceeds from new securitizations $25.0 $ $26.3 
Contractual servicing fees received  0.3    0.4 
Cash flows received on retained interests and other net cash flows  0.1    0.2 
        

 
 Three months ended June 30, 
 
 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

 $ $ $25.0 

Contractual servicing fees received

  0.2  0.1  0.3 

Cash flows received on retained interests and other net cash flows

  0.1    0.1 
        

 

 
 Six months ended June 30, 2009 Six months ended June 30, 2008 
In billions of dollars U.S. agency
sponsored mortgages
 Non-agency
sponsored mortgages
 Agency and non-agency
sponsored mortgages
 
Proceeds from new securitizations $45.1 $ $48.3 
Contractual servicing fees received  0.7    0.7 
Cash flows received on retained interests and other net cash flows  0.2  0.1  0.5 
        


 
 Six months ended June 30, 
 
 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

 $ $ $45.1 

Contractual servicing fees received

  0.4  0.1  0.7 

Cash flows received on retained interests and other net cash flows

  0.1    0.3 
        

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        The Company did not recognize gains (losses) on the securitization of U.S. agencyagency- and non-agency sponsorednon-agency-sponsored mortgages in the second quarter of 2009, as well as thethree and six months ended June 30, 2009. There were gains from the securitization of agency2010 and non-agency sponsored mortgages of $55 million and $57 million in the second quarter of 2008, and the six months ended June 30, 2008, respectively.2009.

        Key assumptions used in measuring the fair value of retained interests at the date of sale or securitization of mortgage receivables for the three months ended June 30, 20092010 and 20082009 are as follows:

 
 Three months ended June 30, 2009

2010 Three months ended June 30, 20082009
 
 U.S. agencyagency-
sponsored
mortgages
 Non-agencyNon-agency-
sponsored
mortgages
 AgencyAgency- and non-agencyNon-agency-
sponsored
mortgages

Discount rate

 7.9% to 8.6%N/A NAN/A 12.4%7.9% to 15.3%8.6%

Constant prepayment rate

 2.8% to 5.1%N/A NAN/A 3.6%2.8% to 6.1%5.1%

Anticipated net credit losses

 N/A NAN/A 

N/A    Not applicable


        The range in the key assumptions for Special Asset Pool retained interests in Special Asset Pool 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 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 June 30, 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:

 
 June 30, 20092010
 
 U.S. agencyagency-
sponsored mortgages
 Non-agencyNon-agency-
sponsored mortgages

Discount rate

 11.8%12.8% 3.7%2.4% to 39.3%39.8%

Constant prepayment rate

 14.9%24.6% 3.0%5.0% to 27.7%23.2%

Anticipated net credit losses

NM 0.1% to 70.0%

Weighted average life

 0.3% to 65.0%
Weighted average life0.5 to 6.25.0 years 0.1 to 8.75.2 years

 

In millions of dollars U.S. agency
sponsored mortgages
 Non-agency
sponsored mortgages
 
Carrying value of retained interests $7,205 $1,092 
      
Discount rates       
 Adverse change of 10% $(233)$(53)
 Adverse change of 20%  (451) (103)
Constant prepayment rate       
 Adverse change of 10% $(387)$(56)
 Adverse change of 20%  (744) (109)
Anticipated net credit losses       
 Adverse change of 10% $(35)$(46)
 Adverse change of 20%  (71) (91)
      

In millions of dollars U.S. agency-
sponsored mortgages
 Non-agency-
sponsored mortgages
 

Carrying value of retained interests

 $2,662 $541 
      

Discount rates

       
 

Adverse change of 10%

 $(96)$(27)
 

Adverse change of 20%

  (186) (53)
      

Constant prepayment rate

       
 

Adverse change of 10%

 $(215)$(43)
 

Adverse change of 20%

  (412) (82)
      

Anticipated net credit losses

       
 

Adverse change of 10%

 $(7)$(40)
 

Adverse change of 20%

  (14) (76)
      

NM    Not meaningful. Anticipated net credit losses are not meaningful due to U.S. agency guarantees.

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 $6.7$4.9 billion and $8.9$6.7 billion at June 30, 20092010 and 2008,2009, respectively. The MSRs correspond to principal loan balances of $586$509 billion and $578$586 billion as of June 30, 20092010 and 2008,2009, respectively. The following table summarizes the changes in capitalized MSRs for the three and six months ended June 30, 20092010 and 2008:2009:

 
 Three Months Ended June 30, 
In millions of dollars 2009 2008 
Balance, at March 31 $5,481 $7,716 
Originations  391  424 
Purchases     
Changes in fair value of MSRs due to changes in inputs and assumptions  1,343  1,066 
Transfer to Trading account assets    (59)
Other changes(1)  (445) (213)
      
Balance, at June 30 $6,770 $8,934 
      

 
 Three months ended
June 30,
 
In millions of dollars 2010 2009 

Balance, as of March 31

 $6,439 $5,481 

Originations

  117  391 

Changes in fair value of MSRs due to changes in inputs and assumptions

  (1,384) 1,343 

Other changes(1)

  (278) (445)
      

Balance, as of June 30

 $4,894 $6,770 
      

 

 
 Six Months Ended June 30, 
In millions of dollars 2009 2008 
Balance, at December 31 $5,657 $8,380 
Originations  626  769 
Purchases    1 
Changes in fair value of MSRs due to changes in inputs and assumptions  1,517  505 
Transfer to Trading account assets    (163)
Other changes(1)  (1,030) (558)
      
Balance, at June 30 $6,770 $8,934 
      

 
 Six months ended
June 30,
 
In millions of dollars 2010 2009 

Balance, as of the beginning of year

 $6,530 $5,657 

Originations

  269  626 

Changes in fair value of MSRs due to changes in inputs and assumptions

  (1,294) 1,517 

Other changes(1)

  (611) (1,030)
      

Balance, as of June 30

 $4,894 $6,770 
      

(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


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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 and six months ended June 30, 20092010 and 20082009 were as follows:

 
 Three months ended, Six months ended, 
In millions of dollars 2009 2008 2009 2008 
Servicing fees $429 $420 $858 $831 
Late fees  23  24  48  50 
Ancillary fees  22  17  42  35 
          
Total MSR fees $474 $461 $948 $916 
          

 
 Three months ended
June 30,
 Six months ended
June 30,
 
In millions of dollars 2010 2009 2010 2009 

Servicing fees

 $344 $429 $713 $858 

Late fees

  21  23  44  48 

Ancillary fees

  53  22  92  42 
          

Total MSR fees

 $418 $474 $849 $948 
          

        These fees are classified in the Consolidated Statement of Income asCommissions and fees.


Student Loan Securitizations

        Through        The Company indirectly owns, through Citibank, N.A., 80% of the Company's outstanding common stock of The Student Loan Corporation (SLC), which is located within Citi Holdings—Local Consumer Lending. Through this business, within Citi Holdings, the Company maintains programs to securitize certain portfolios of student loan assets. Under these 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

        The Company has (1) the power to direct the activities of these off-balance sheetVIEs 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 retainsretaining interests 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 ceased originating new FFEL Program loans. This change is not currently anticipated to materially impact the Company's financial statements.

        The following tables summarize selected cash flow information related to student loan securitizations for the three and six months ended June 30, 20092010 and 2008:2009:

 
 Three months ended 
In billions of dollars June 30,
2009
 June 30,
2008
 
Proceeds from new securitizations $ $2.0 
Proceeds from collections reinvested in new receivables     
Contractual servicing fees received     
Cash flows received on retained interests and other net cash flows    0.1 
      


 
 Six months ended 
In billions of dollars June 30,
2009
 June 30,
2008
 
Proceeds from new securitizations $ $2.0 
Proceeds from collections reinvested in new receivables     
Contractual servicing fees received     
Cash flows received on retained interests and other net cash flows  0.1  0.1 
      

        Key assumptions used in measuring the fair value of the residual interest at the date of sale or securitization of Citi Holding's student loan receivables for the three months ended June 30, 2009 and 2008, respectively, are as follows:

 
 Three months ended
June 30,
2009
In billions of dollars June 30,
2008
2010
2009
Discount rate

Cash flows received on retained interests and other net cash flows

 NA$ 5.8% to 13.6%$
Constant prepayment rateNA1.2% to 11.6%
Anticipated net credit lossesNA0.3% to 0.9%
     

 At June 30, 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 rate5.2% to 16.6%
Constant prepayment rate0.4% to 6.5%
Anticipated net credit losses0.2% to 0.7%
Weighted average life4.0 to 10.2 years


In millions of dollars Retained interests 
Carrying value of retained interests $977 
Discount rates    
 Adverse change of 10% $(29)
 Adverse change of 20%  (56)
Constant prepayment rate    
 Adverse change of 10% $(5)
 Adverse change of 20%  (11)
Anticipated net credit losses    
 Adverse change of 10% $(5)
 Adverse change of 20%  (10)
    


 
 Six months ended
June 30,
 
In billions of dollars 2010 2009 

Cash flows received on retained interests and other net cash flows

 $ $0.1 
      

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On-Balance Sheet Securitizations—Citi Holdings

        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 June 30,
2009
 December 31,
2008
 
Cash $0.2 $0.3 
Available-for-sale securities  0.1  0.1 
Loans  17.7  7.5 
Allowance for loan losses  (0.2) (0.1)
Other  0.5   
      
Total assets $18.3 $7.8 
      
Long-term debt $13.7 $6.3 
Other liabilities  0.1  0.3 
      
Total liabilities $13.8 $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 customersclients access to low-cost funding in the commercial paper markets. The conduits purchase assets from or provide financing facilities to customersclients 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.

        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 customersclients 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 client 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 June 30, 2009,2010 and December 31, 2008,2009, the weighted average lifelives of the commercial paper issued wasby consolidated and unconsolidated conduits were approximately 36 and 37 days respectively. In addition, the conduits have issued subordinate loss notes and equity with a notional amount of approximately $78 million and varying remaining tenors ranging from one month to six years.43 days, respectively.

        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 unconsolidated 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)(ASC 810-10-25). 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 $4.2 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:



        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.


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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 as of June 30, 2010, is $11.8$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 June 30, 2009,2010, the Company owned approximately $0.2 billionnone of the commercial paper issued by its unconsolidated administered conduits.conduit.

        FIN 46(R)(ASC 810-10-25) 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. However, the assets and liabilities of the Conduits are separate and apart from those of Citigroup. No assets of any Conduit are available to satisfy the creditors of Citigroup or any of its other subsidiaries.

        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 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 June 30, 2010, this unconsolidated government-guaranteed loan conduit held assets of approximately $7.6 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. For conduits where the subordinate loss notes or third partythird-party guarantees arewere sufficient to absorb a majority of the expected loss of the conduit, the Company doesdid not consolidate. In circumstances where the subordinate loss notes or third partythird-party guarantees arewere insufficient to absorb a majority of the expected loss, the Company consolidatesconsolidated the conduit as its primary beneficiary due to the additional credit enhancement provided by the 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) (ASC 810-10-25) generally 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)(ASC 810-10-25) 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)(ASC 810-10-25), they do not provide significant protection against extreme or unusual credit losses. Where such credit losses occur or become expected to occur, the Company would consolidate the conduit due to the additional credit enhancement provided by the Company.

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 June 30, 2009,2010, the notional amount of these facilities was approximately $1 billion and $301$853 million, of which $259 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


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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.

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 June 30, 2009,2010, the Company no longer had purchasedexposure to this commercial paper as all $25 billion of the commercial paper subject to these liquidity puts.underlying CDOs had been liquidated.

        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) (ASC 810-10-25).

        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 the remaining risk$1.9 billion and liabilities of the CDO. Due to reconsideration events during 2007 and 2008, the Company has consolidated 30$1.9 billion as of the 46 CDOs/CLOs in which the Company holds a majority of the senior interests of the transaction.

January 1, 2010. The Company continues to monitor its involvement in unconsolidated VIEs and ifCDOs. If the Company were to acquire additional interests in these vehicles, be provided the right to direct the activities of a CDO (if the Company obtains the unilateral ability to remove


the third-party asset manager without cause or liquidate the CDO), 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.


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Cash FlowsKey Assumptions and Retained Interests—CiticorpCiti Holdings

        The following tables summarize selected cash flow information related to CDO and CLO securitizations for the three months ended June 30, 2009:


Three months ended
June 30, 2009
In billions of dollarsCDOsCLOs
Cash flows received on retained interests



Six months ended
June 30, 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 June 30, 2009,2010, in measuring the fair value of retained interests at the date of sale or securitization are as follows:

 
 CDOs CLOs

Discount rate

 N/A37.2% to 40.6% 13.5%4.9% to 14.8%5.4%
     

        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 NA $168 
Discount rates      
 Adverse change of 10% NA $(3)
 Adverse change of 20% NA  (6)
      

In millions of dollars CDOs CLOs 

Carrying value of retained interests

 $308 $673 
      

Discount rates

       
 

Adverse change of 10%

 $(23)$(9)
 

Adverse change of 20%

  (44) (18)
      

Cash Flows and Retained Interests—Citi Holdings

        The following tables summarize selected cash flow information related to CDO and CLO securitizations for the three and six months ended June 30, 2009:


Three months ended
June 30, 2009
In billions of dollarsCDOsCLOs
Cash flows received on retained interests



Six months ended
June 30, 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 months ended June 30, 2009, in measuring the fair value of retained interests at the date of sale or securitization, are as follows:


CDOsCLOs
Discount rate36.4% to 39.7%4.3% to 4.8%

        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 $273 $702 
Discount rates       
 Adverse change of 10% $(26)$(11)
 Adverse change of 20%  (49) (23)
      

Asset-Based Financing—CiticorpFinancing

        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.

Asset-Based Financing—Citicorp

        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 June 30, 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 $1.0 $ 
Hedge funds and equities  5.4  3.0 
Corporate loans     
Airplanes, ships and other assets  7.3  0.9 
      
Total $13.7 $3.9 
      

In billions of dollars Total assets Maximum
exposure
 

Type

       

Commercial and other real estate

 $9.0 $0.5 

Hedge funds and equities

  5.7  3.1 

Airplanes, ships and other assets

  10.1  4.9 
      

Total

 $24.8 $8.5 
      

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 June 30, 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 $45.4 $8.9 
Hedge funds and equities  3.2  1.8 
Corporate loans  7.8  6.6 
Airplanes, ships and other assets  2.1  1.5 
      
Total $58.5 $18.8 
      


In billions of dollars Total
assets
 Maximum
exposure
 

Type

       

Commercial and other real estate

 $31.2 $5.8 

Hedge funds and equities

  1.9  0.7 

Corporate loans

  7.6  6.5 

Airplanes, ships and other assets

  5.9  2.6 
      

Total

 $46.6 $15.6 
      

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        The following table summarizes selected cash flow information related to asset-based financing for the three and six months ended June 30, 20092010 and 2008:2009:

 
 Three months ended June 30, 
In billions of dollars 2009 2008 
Cash flows received on retained interests and other net cash flows $0.1 $ 
      

 
 Three months ended
June 30,
 
In billions of dollars 2010 2009 

Cash flows received on retained interests and other net cash flows

 $0.4 $0.1 
      

 

 
 Six months ended June 30, 
In billions of dollars 2009 2008 
Cash flows received on retained interests and other net cash flows $2.0 $ 
      

 
 Six months ended
June 30,
 
In billions of dollars 2010 2009 

Cash flows received on retained interests and other net cash flows

 $0.9 $2.0 
      

        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 Asset based financing 

Carrying value of retained interests

 $6,297 

Value of underlying portfolio

    
 

Adverse change of 10%

 $(584)
 

Adverse change of 20%

  (1,215)
    

In millions of dollars Asset-based
financing
 

Carrying value of retained interests

 $6,487 

Value of underlying portfolio

    
 

Adverse change of 10%

 $ 
 

Adverse change of 20%

  (153)
    

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.

        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 $0.7 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 issue the Floaters and Residuals to third parties. Proprietary and QSPE TOBare trusts issue the Floaters to third parties and thethrough which customers finance investments in municipal securities. The Residuals are held by customers, and the Company.

        Approximately $3.1 billion of the municipal bonds ownedFloaters by third-party investors. 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 $0.4 billionnone of the Floater inventory related to the Customer, Proprietary and QSPEcustomer or proprietary TOB programs as of June 30, 2009.2010.

        Approximately $1.3 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 company. 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


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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 June 30, 2009,2010, liquidity agreements provided with respect to customer TOB trusts totaled $6.5$6.3 billion, offset by reimbursement agreements in place with a notional amount of $4.9$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 $0.9$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 VIEs 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) (ASC 810-10-15).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 holders and are presented as proprietary TOB trusts.

        Total assets in proprietary TOB trusts also include $0.7 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 Citicorp's municipal bond securitizations for the three and six months ended June 30, 2009 and 2008:

 
 Three months ended June 30, 
In billions of dollars 2009 2008 
Proceeds from new securitizations $0.2 $0.5 
Cash flows received on retained interests and other net cash flows $0.6 $0.2 
      


 
 Six months ended June 30, 
In billions of dollars
 2009 2008 
Proceeds from new securitizations $0.2 $0.5 
Cash flows received on retained interests and other net cash flows $0.6 $0.3 
      

        The following table summarizes selected cash flow information related to Citi Holdings' municipal bond securitizations for the three and six months ended June 30, 2009 and 2008:


Three months ended June 30,
In billions of dollars
20092008
Proceeds from new securitizations$$
Cash flows received on retained interests and other net cash flows$$


 
 Six months ended June 30, 
In billions of dollars
 2009 2008 
Proceeds from new securitizations $ $0.1 
Cash flows received on retained interests and other net cash flows $ $ 
      

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


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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) (ASC 810-10-15) 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.

        In order to complete the wind-down of the SIVs, the Company purchased the remaining assets of the SIVs in November 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.

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) (ASC 810-10-15), 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.


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16.
15.    DERIVATIVES ACTIVITIES

        In the ordinary course of business, Citigroup enters into various types of derivative transactions. These derivative transactions include:

Citigroup enters into these derivative contracts relating to interest rate, foreign currency, commodity, and other market/credit risks for the following reasons:

        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 June 30, 2010 and December 31, 2009 are presented in the table below:below.


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Derivative Notionals

 
 Hedging
Instruments
under
SFAS 133
(ASC 815)(1)
 Other Derivative Instruments 
In millions of dollars at June 30, 2009  
 Trading
Derivatives
 Management
Hedges(2)
 
Interest rate contracts          
 Swaps $109,852 $15,297,418 $203,874 
 Futures and forwards    3,724,252  101,832 
 Written options    3,063,580  18,850 
 Purchased options    3,227,193  50,726 
        
Total interest rate contract notionals $109,852 $25,312,443 $375,282 
        
Foreign exchange contracts          
 Swaps $32,546 $914,889 $23,096 
 Futures and forwards  36,651  2,030,750  7,434 
 Written options  1,624  435,498  4,849 
 Purchased options  2,474  451,971   
        
Total foreign exchange contract notionals $73,295 $3,833,108 $35,379 
        
Equity contracts          
 Swaps $ $90,794 $ 
 Futures and forwards    13,557   
 Written options    463,668   
 Purchased options    442,601   
        
Total equity contract notionals $ $1,010,620 $ 
        
Commodity and other contracts          
 Swaps $ $27,451 $ 
 Futures and forwards    84,905   
 Written options    30,663   
 Purchased options    30,254   
        
Total commodity and other contract notionals $ $173,273 $ 
        
Credit derivatives(3)          
 Citigroup as the Guarantor $ $1,365,688 $ 
 Citigroup as the Beneficiary  6,668  1,473,598   
        
Total credit derivatives $6,668 $2,839,286 $ 
        
Total derivative notionals $189,815 $33,168,730 $410,661 
        

 
 Hedging instruments under
ASC 815 (SFAS 133)(1)(2)
 Other derivative instruments 
 
  
  
 Trading derivatives Management hedges(3) 
In millions of dollars June 30,
2010
 December 31,
2009
 June 30,
2010
 December 31,
2009
 June 30,
2010
 December 31,
2009
 

Interest rate contracts

                   
 

Swaps

 $155,838 $128,797 $25,017,918 $20,571,814 $115,879 $107,193 
 

Futures and forwards

      4,884,162  3,366,927  53,896  65,597 
 

Written options

      3,370,356  3,616,240  8,510  11,050 
 

Purchased options

      3,034,676  3,590,032  21,720  28,725 
              

Total interest rate contract notionals

 $155,838 $128,797 $36,307,112 $31,145,013 $200,005 $212,565 
              

Foreign exchange contracts

                   
 

Swaps

 $27,335 $42,621 $937,613 $855,560 $24,428 $24,044 
 

Futures and forwards

  96,204  76,507  2,138,152  1,946,802  38,252  54,249 
 

Written options

  1,973  4,685  527,410  409,991  2,958  9,305 
 

Purchased options

  10,157  22,594  503,129  387,786  3,465  10,188 
              

Total foreign exchange contract notionals

 $135,669 $146,407 $4,106,304 $3,600,139 $69,103 $97,786 
              

Equity contracts

                   
 

Swaps

 $ $ $72,298 $59,391 $ $ 
 

Futures and forwards

      15,839  14,627     
 

Written options

      533,403  410,002     
 

Purchased options

      430,167  377,961    275 
              

Total equity contract notionals

 $ $ $1,051,707 $861,981 $ $275 
              

Commodity and other contracts

                   
 

Swaps

 $ $ $28,410 $25,956 $ $ 
 

Futures and forwards

      119,638  91,582     
 

Written options

      51,099  37,952     
 

Purchased options

      75,468  40,321  2  3 
              

Total commodity and other contract notionals

 $ $ $274,615 $195,811 $2 $3 
              

Credit derivatives(4)

                   
 

Protection sold

 $ $ $1,181,324 $1,214,053 $ $ 
 

Protection purchased

  6,836  6,981  1,232,277  1,325,981  51,366   
              

Total credit derivatives

 $6,836 $6,981 $2,413,601 $2,540,034 $51,366 $ 
              

Total derivative notionals

 $298,343 $282,185 $44,153,339 $38,342,978 $320,476 $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 $9,579 million and $7,442 million at June 30, 2010 and December 31, 2009, respectively.

(2)
Derivatives in hedge accounting relationships accounted for under SFAS 133 (ASC 815)ASC 815 (SFAS 133) are recorded in eitherOther assets/liabilitiesorTrading account assets/liabilitieson the Consolidated Balance Sheet.

(2)(3)
Management hedges represent derivative instruments used in certain economic hedging relationships that are identified for management purposes, but for which SFAS 133 (ASC 815) hedge accounting is not applied. These derivatives are recorded inOther assets/liabilitieson the Consolidated Balance Sheet.

(3)(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

 
 Derivatives classified in Trading
account assets / liabilities(1)
 Derivatives classified in Other
assets / liabilities
 
In millions of dollars at June 30, 2009 Assets Liabilities Assets Liabilities 
Derivative instruments designated as SFAS 133 (ASC 815) hedges             
 Interest rate contracts $584 $1,705 $4,096 $1,207 
 Foreign exchange contracts  856  598  2,548  3,327 
 Credit derivatives      370   
          
Total derivative instruments designated as SFAS 133 (ASC 815) hedges $1,440 $2,303 $7,014 $4,534 
          
Other derivative instruments             
 Interest rate contracts $486,039 $464,981 $3,751 $5,812 
 Foreign exchange contracts  86,957  91,643  850  679 
 Equity contracts  24,444  45,070     
 Commodity and other contracts  21,331  20,447     
 Credit derivatives  150,658  133,344     
          
Total other derivative instruments $769,429 $755,485 $4,601 $6,491 
          
Total derivatives $770,869 $757,788 $11,615 $11,025 
Cash collateral paid/received  55,356  51,227  707  2,943 
 Less: Netting agreements and market value adjustments  (753,067) (745,467) (3,650) (3,650)
          
Net receivables/ payables $73,158 $63,548 $8,672 $10,318 
          

 
 Derivatives classified in trading
account assets/liabilities(1)
 Derivatives classified in other
assets/liabilities
 
In millions of dollars at June 30, 2010 Assets Liabilities Assets Liabilities 

Derivative instruments designated as ASC 815 (SFAS 133) hedges

             

Interest rate contracts

 $826 $99 $7,308 $2,366 

Foreign exchange contracts

  1,737  231  1,582  3,058 
          

Total derivative instruments designated as ASC 815 (SFAS 133) hedges

 $2,563 $330 $8,890 $5,424 
          

Other derivative instruments

             

Interest rate contracts

 $589,370 $583,964 $3,154 $3,034 

Foreign exchange contracts

  80,421  85,219  1,042  2,052 

Equity contracts

  20,426  38,337     

Commodity and other contracts

  12,999  13,107     

Credit derivatives(2)

  84,987  77,390  467  277 
          

Total other derivative instruments

 $788,203 $798,017 $4,663 $5,363 
          

Total derivatives

 $790,766 $798,347 $13,553 $10,787 

Cash collateral paid/received

  49,035  39,216  619  5,012 

Less: Netting agreements and market value adjustments

  (783,280) (778,290) (1,576) (1,576)
          

Net receivables/payables

 $56,521 $59,273 $12,596 $14,223 
          

(1)
The trading derivatives fair values are presented in Note 9—Trading Assets9 to the Consolidated Financial Statements.

(2)
The credit derivatives trading assets are composed of $69,439 million related to protection purchased and Liabilities.$15,548 million related to protection sold as of June 30, 2010. The credit derivatives trading liabilities are composed of $15,603 million related to protection purchased and $61,787 million related to protection sold as of June 30, 2010.

 
 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 Consolidated Financial Statements.

(2)
The credit derivatives trading assets are composed of $68,558 million related to protection purchased and $24,234 million related to protection sold as of December 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. In addition, where applicable, all such contracts covered by master netting agreements 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.

        As of June 30, 2009 theThe amount of payables in respect of cash collateral received that was netted with unrealized gains from derivatives was $40$36 billion while theand $30 billion as of June 30, 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 $50 billion.$41 billion as of June 30, 2010 as well as December 31, 2009.

        The amounts recognized inPrincipal transactionsin the Consolidated Statement of Income for the quarterthree and six months ended June 30, 2010 and June 30, 2009 related to derivatives not designated in a qualifying SFAS 133 (ASC 815) 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)
Three months ended June 30, 2009
 Non-designated derivatives(1)—gains (losses)
Six months ended June 30, 2009
 
In millions of dollars Principal
transactions
 Other
revenues
 Principal
transactions
 Other
revenues
 
 Interest rate contracts $(237)$192 $(2,583)$420 
 Foreign exchange contracts  1,797  (3,362) 2,047  (2,366)
 Equity contracts  674    589   
 Commodity and other contracts  (103)   234   
 Credit derivatives  (98)   240   
          
Total gain (loss) on non-designated derivatives(1) $2,033 $(3,170)$527 $(1,946)
          

 
 Three Months Ended June 30, Six Months Ended June 30, 
In millions of dollars 2010 2009 2010 2009 

Interest rate contracts

 $2,231 $1,613 $3,642 $6,453 

Foreign exchange contracts

  262  858  503  1,864 

Equity contracts

  (250) (175) 315  903 

Commodity and other contracts

  121  130  230  827 

Credit derivatives

  (147) (638) 1,680  (4,346)
          

Total Citigroup(1)

 $2,217 $1,788 $6,370 $5,701 
          

(1)
Also see Note 6 to the Consolidated Financial Statements.

        The amounts recognized inOther revenuein the Consolidated Statement of Income for the three and six months ended June 30, 2010 and June 30, 2009 relate to derivatives not designated in a qualifying hedging relationship and not recorded withinTrading account assetsorTrading account liabilitiesare shown below. The table below does not include the offsetting gains/losses on the hedged items, which amounts are also recorded inOther revenue.

 
 Three Months Ended June 30, Six Months Ended June 30, 
In millions of dollars 2010 2009 2010 2009 

Interest rate contracts

 $(205)$(460)$(299)$(449)

Foreign exchange contracts

  (3,008) 3,464  (5,825) 2,468 

Equity contracts

         

Commodity and other contracts

         

Credit derivatives

  141    141   
          

Total Citigroup(1)

 $(3,072)$3,004 $(5,983)$2,019 
          

(1)
Non-designated derivatives are derivative instruments not designated in qualifying SFAS 133 (ASC 815) hedging relationships.

Accounting for Derivative Hedging

        Citigroup accounts for its hedging activities in accordance with ASC 815,Derivatives and Hedging(formerly SFAS 133 (ASC 815)133). As a general rule, SFAS 133 (ASC 815) 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 133 (ASC 815)ASC 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


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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 133 (ASC 815)ASC 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 133 (ASC 815)ASC 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 (ASC 815) hedgehedging requirements cannot be achieved or management decides not to apply SFAS 133 (ASC 815)ASC 815 hedge accounting. Another alternative for the Company would be to elect to carry the debt at fair value under SFAS 159 (ASC 825-10).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 (ASC 815) fair-valueASC 815 fair value hedge.

        Key aspects of achieving SFAS 133 (ASC 815)ASC 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.

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.certificate of deposit. 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-valueMost of these fair value hedge relationships use dollar-offset ratio analysis to determine whether the hedging relationships are highly effective at inception and on an ongoing basis.basis, while others use regression.

        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.


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        The following table summarizes certain information related tothe gains (losses) on the Company's fair value hedges for the three and six months ended June 30, 2010 and June 30, 2009:

 
 Three months ended June 30, 2009 Six months ended June 30, 2009 
In millions of dollars Principal
Transactions
 Other
Revenue
 Principal
Transactions
 Other
Revenue
 
Gain (loss) on fair value designated and qualifying hedges             
 Interest rate contracts $509 $(3,687)$965 $(5,886)
 Foreign exchange contracts  1,186  467  1,303  322 
          
Total gain (loss) on fair value designated and qualifying hedges $1,695 $(3,220)$2,268 $(5,564)
          
Gain (loss) on the hedged item in designated and qualifying fair value hedges             
 Interest rate hedges $(593)$3,546 $(1,042)$5,990 
 Foreign exchange hedges  (1,306) (571) (1,151) (283)
          
Total gain (loss) on the hedged item in designated and qualifying fair value hedge $(1,899)$2,975 $(2,193)$5,707 
          
Hedge ineffectiveness recognized in earnings on designated and qualifying fair value hedges             
 Interest rate hedges $50 $(170)$131 $85 
 Foreign exchange hedges  (3) (105) 8  32 
          
Total hedge ineffectiveness recognized in earnings on designated and qualifying fair value hedges $47 $(275)$139 $117 
          
Net gain (loss) excluded from assessment of the effectiveness of fair value hedges             
 Interest rate contracts $(134)$29 $(208)$19 
 Foreign exchange contracts  (117) 1  144  7 
          
Total net gain / (loss) excluded from assessment of the effectiveness of fair value hedges $(251)$30 $(64)$26 
          

 
 Gains (losses) on fair value hedges(1) 
 
 Three Months ended June 30, Six Months ended June 30, 
In millions of dollars 2010 2009 2010 2009 

Gain (loss) on fair value designated and qualifying hedges

             

Interest rate contracts

 $1,509 $(3,178)$2,342 $(4,921)

Foreign exchange contracts

  1,916  1,653  1,674  1,625 
          

Total gain (loss) on fair value designated and qualifying hedges

 $3,425 $(1,525)$4,016 $(3,296)
          

Gain (loss) on the hedged item in designated and qualifying fair value hedges

             

Interest rate hedges

 $(1,543)$2,953 $(2,448)$4,948 

Foreign exchange hedges

  (1,860) (1,877) (1,591) (1,434)
          

Total gain (loss) on the hedged item in designated and qualifying fair value hedges

 $(3,403)$1,076 $(4,039)$3,514 
          

Hedge ineffectiveness recognized in earnings on designated and qualifying fair value hedges

             

Interest rate hedges

 $8 $(120)$(67)$216 

Foreign exchange hedges

  25  (108) 26  40 
          

Total hedge ineffectiveness recognized in earnings on designated and qualifying fair value hedges

 $33 $(228)$(41)$256 
          

Net gain (loss) excluded from assessment of the effectiveness of fair value hedges

             

Interest rate contracts

 $(42)$(105)$(39)$(189)

Foreign exchange contracts

  31  (116) 57  151 
          

Total net gain (loss) excluded from assessment of the effectiveness of fair value hedges

 $(11)$(221)$18 $(38)
          

(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.

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.significant.

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 portion 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 totals $5 million for the three months


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ended June 30, 2009 and $9 million for the six months ended June 30, 2009.

        The pretax change in Accumulated other comprehensive income (loss) from cash flow hedges for the three and six months ended June 30, 2010 and June 30, 2009 is presented below:not significant.

In millions of dollars Three months
ended
June 30, 2009
 Six months
ended
June 30, 2009
 

Effective portion of cash flow hedges included in AOCI

       
 

Interest rate contracts

 $402 $570 
 

Foreign exchange contracts

  233  633 
 

Credit derivatives

  (1,135) 358 
      

Total Effective portion of cash flow hedges included in AOCI

 $(500)$1,561 
      

Effective portion of cash flow hedges reclassified from AOCI to Earnings

       
 

Interest rate contracts(1)

 $(445)$(857)
 

Foreign exchange contracts(2)

  (65) 21 
 

Credit derivatives

     
      

Total effective portion of cash flow hedges reclassified from AOCI to Earnings

 $(510)$(836)
      

(1)

The amount reclassifiedpretax change inAccumulated other comprehensive income (loss) from AOCI, related to interest rate cash flow hedges to Other revenuefor three and Principal transactions is ($395) million and ($50) million, respectively for the three months ended June 30, 2009, and ($762) million and ($95)million for the six months ended June 30, 2009, respectively.

(2)
The amount reclassified from AOCI, related to foreign exchange cash flow hedges, to Other Revenue2010 and Principal transactions is $(63) million and ($2) million, respectively, for the three months ended June 30, 2009 is presented below:

 
 Three Months ended June 30, Six Months ended June 30, 
In millions of dollars 2010 2009 2010 2009 

Effective portion of cash flow hedges included in AOCI

             

Interest rate contracts

 $(384)$402 $(625)$570 

Foreign exchange contracts

  (398) 233  (389) 633 

Credit Derivatives

    (1,135)   358 
          

Total effective portion of cash flow hedges included in AOCI

 $(782)$(500)$(1,014)$1,561 
          

Effective portion of cash flow hedges reclassified from AOCI to earnings

             

Interest rate contracts

  (364)$(445)$(734)$(857)

Foreign exchange contracts

  (103) (65) (281) 21 
          

Total effective portion of cash flow hedges reclassified from AOCI to earnings(1)

 $(467)$(510)$(1,015)$(836)
          

(1)
Included primarily inOther revenueand $25 million and ($4) million forNet interest revenue on the six months ended June 30, 2009, respectively.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 June 30, 20092010 is approximately $2$1.5 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/, ASC 830-20-35-5), SFAS 133 (ASC 815-20-25-58)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(ASC 830-30-50-1), 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 (ASC(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.

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 informationpretax gain (loss) recorded in foreign-currency translation adjustment withinAccumulated other comprehensive income (loss), related to the Company'seffective portion of the net investment hedges, is $666 million and $476 million for the three and six months ended June 30, 2009:

Net Investments Hedges(1)
In millions of dollars
 Three months
ended
June 30, 2009
 Six months
ended
June 30, 2009
 

Pretax gain (loss) included in FX translation adjustment with AOCI

 $(3,451)$(2,912)

Gain (loss) on hedge ineffectiveness on net investment hedges included in Other revenue

 $(5)$4 
      

(1)
No amount, related to the effective portion of net investment hedges, was reclassed from AOCI to earnings2010 and $(3,894) million and $(3,017) million for the three and six months ended June 30, 2009. Additionally, no amount was excluded from the assessment of the effectiveness of the net investment hedges during the three and six months ended June 30, 2009.
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,


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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 portfolioportfolios 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 guarantorprotection seller makes no payments to the beneficiaryprotection buyer and receives only the contractually specified fee. However, if a credit event occurs as defined in the specific derivative contract sold, the guarantorprotection seller will be required to make a payment to the beneficiary.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 (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 beneficiaryprotection seller will be obligated to make a payment any timeanytime 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).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 (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 June 30, 20092010 and December 31, 2008,2009, 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 June 30, 20092010 and December 31, 2008:2009:

In millions of dollars as of
June 30, 2009
 Maximum potential
amount of
future payments
 Fair
value
payable
 

By industry/counterparty

       

Bank

 $899,598 $71,253 

Broker-dealer

  322,349  30,798 

Monoline

  123  89 

Non-financial

  4,805  231 

Insurance and other financial institutions

  138,813  14,756 
      

Total by industry/counterparty

 $1,365,688 $117,127 
      

By instrument:

       

Credit default swaps and options

 $1,363,738 $116,600 

Total return swaps and other

  1,950  527 
      

Total by instrument

 $1,365,688 $117,127 
      

By rating:

       

Investment grade

 $813,892  49,503 

Non-investment grade

  342,888  46,242 

Not rated

  208,908  21,382 
      

Total by rating

 $1,365,688 $117,127 
      


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 
      
In millions of dollars as of
June 30, 2010
 Maximum potential
amount of
future payments
 Fair value
payable(1)
 

By industry/counterparty

       

Bank

 $772,889 $37,164 

Broker-dealer

  298,884  16,649 

Non-financial

  368  50 

Insurance and other financial institutions

  109,183  7,924 
      

Total by industry/counterparty

 $1,181,324 $61,787 
      

By instrument

       

Credit default swaps and options

 $1,180,087 $61,612 

Total return swaps and other

  1,237  175 
      

Total by instrument

 $1,181,324 $61,787 
      

By rating

       

Investment grade

 $526,043  11,143 

Non-investment grade

  543,407  38,857 

Not rated

  111,874  11,787 
      

Total by rating

 $1,181,324 $61,787 
      

By maturity:

       

Within 1 year

 $137,914 $1,291 

From 1 to 5 years

  832,146  33,800 

After 5 years

  211,264  26,696 
      

Total by maturity

 $1,181,324 $61,787 
      

(1)
In addition, fair value amounts receivable under credit derivatives sold were $15,548 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 guarantora 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 referenced credit,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 referencedreference credit represent greater payment risk to the Company. The non-investment grade category in the table above primarily


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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 ratings 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 June 30, 2010 and December 31, 2009 is $20 billion.$28 billion and $17 billion, respectively. The Company has posted $14$21 billion and $11 billion as collateral for this exposure in the normal course of business as of June 30, 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 June 30, 2009,2010, the Company would be required to post additional collateral of up to $3$2.1 billion.


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17.   FAIR-VALUE
16.    FAIR VALUE MEASUREMENT (SFAS 157/ASC 820-10)

        Effective January 1, 2007, the Company adopted SFAS 157(ASC 820-10). SFAS 157(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(ASC 820-10), 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 157(ASC 820-10)it precludes the use of block discounts when measuring the fair value of instruments traded in an active market; such 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(ASC 820-10), 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(ASC 820-10).valuation.

Fair-ValueFair Value Hierarchy

        SFAS 157(ASC 820-10-35-37 to 35-55)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 (ASC 825-10-4 through 25-5), FASB Statement No. 155,Accounting for Certain Hybrid Financial Instruments (SFAS 155/ASC 815-15-25-4 through 25-5), or FASB Statement No. 156,Accounting for Servicing of Financial Assets (SFAS 156/ASC 860-50-35), 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 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 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 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, theThe 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 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 June 30, 2009 assumes a cumulative decline in U.S. housing prices from peak to trough of 32.3%.


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This rate assumes declines of 10% and 3% in 2009 and 2010, respectively, the remainder of the 32.3% decline having already occurred before the end of 2008.

        In addition, the discount rates were based on a weighted average combination 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 super senior 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 theS&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 (ASC 820-10-35-17 through 35-18).value. Counterparty and own credit adjustments consider the expected 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 June 30, 2009,2010, Citigroup continued to act in the capacity of primary dealer for approximately $34$25.9 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


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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 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(ASC 820-10) 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 and trading 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 theS&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 $900 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


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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 June 30, 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.tables, as of June 30, 2010 and December 31, 2009:

In millions of dollars at June 30, 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 $ $108,516 $ $108,516 $(34,761)$73,755 
Trading securities                   
 Trading mortgage-backed securities                   
  U.S. government sponsored   $25,930 $1,244 $27,174 $ $27,174 
  Prime    428  623  1,051    1,051 
  Alt-A    530  777  1,307    1,307 
  Subprime    582  10,001  10,583    10,583 
  Non-U.S. residential    1,241  345  1,586    1,586 
  Commercial    827  2,808  3,635    3,635 
              
 Total trading mortgage-backed securities $ $29,538 $15,798 $45,336 $ $45,336 
              
 U.S. Treasury and federal agencies securities                   
  U.S. Treasury $6,766 $2,997 $ $9,763 $ $9,763 
  Agency obligations  1  4,240  49  4,290    4,290 
              
 Total U.S. Treasury and federal agencies securities $6,767 $7,237 $49 $14,053 $ $14,053 
              
 Other trading securities                   
 State and municipal $ $5,947 $109 $6,056   $6,056 
 Foreign government  42,350  14,730  590  57,670    57,670 
 Corporate    46,345  9,435  55,780    55,780 
 Equity securities  30,497  7,569  1,866  39,932    39,932 
 Other debt securities    16,206  16,846  33,052    33,052 
              
Total trading securities $79,614 $127,572 $44,693 $251,879 $ $251,879 
              
Derivatives $5,987 $784,342 $35,896 $826,225  (753,067)$73,158 
              
Investments                   
 Mortgage-backed securities                   
  U.S. government sponsored $1,388 $26,975 $78 $28,441 $ $28,441 
  Prime    5,258  775  6,033    6,033 
  Alt-A    252  271  523    523 
  Subprime      17  17    17 
  Non-U.S. Residential    279    279    279 
  Commercial    70  719  789    789 
              
 Total investment mortgage-backed securities $1,388 $32,834 $1,860 $36,082 $ $36,082 
              
 U.S. Treasury and federal Agency securities                   
   U.S. Treasury $6,401 $1,210 $ $7,611 $ $7,611 
   Agency obligations    16,668  9  16,677    16,677 
              
 Total U.S. Treasury and federal agency $6,401 $17,878 $9  24,288 $ $24,288 
              
 State and municipal $ $17,426 $252 $17,678 $ $17,678 
 Foreign government  35,929  39,057  168  75,154    75,154 
 Corporate    19,633  1,688  21,321    21,321 
 Equity securities  2,796  211  2,818  5,825    5,825 
 Other debt securities  580  1,881  8,429  10,890    10,890 
Non-Marketable equity securities    135  7,800  7,935    7,935 
              
Total investments $47,094 $129,055 $23,024 $199,173 $ $199,173 
              
Loans(2)    1,635  196  1,831    1,831 
Mortgage servicing rights      6,770  6,770    6,770 
Assets of discontinued operations held for sale(3)  3,946  2,101  486  6,533    6,533 
Other financial assets measured on a recurring basis    21,305  1,645  22,950  (3,650) 19,300 
              
Total assets $136,641 $1,174,526 $112,710 $1,423,877 $(791,478)$632,399 
   9.6% 82.5% 7.9% 100.0%      
              

In millions of dollars at June 30, 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

 $ $128,112 $6,518 $134,630 $(36,531)$98,099 

Trading securities

                   
 

Trading mortgage-backed securities

                   
  

U.S. government sponsored

 $ $24,153 $758 $24,911 $ $24,911 
  

Prime

    1,053  610  1,663    1,663 
  

Alt-A

    948  451  1,399    1,399 
  

Subprime

    626  1,885  2,511    2,511 
  

Non-U.S. residential

    2,144  234  2,378    2,378 
  

Commercial

    1,045  2,184  3,229    3,229 
              
 

Total trading mortgage-backed securities

 $ $29,969 $6,122 $36,091 $ $36,091 
              
 

U.S. Treasury and federal agencies securities

                   
  

U.S. Treasury

 $21,129 $512 $ $21,641 $ $21,641 
  

Agency obligations

    4,184    4,184    4,184 
              
 

Total U.S. Treasury and federal agencies securities

 $21,129 $4,696 $ $25,825 $ $25,825 
              
 

State and municipal

 $ $6,589 $57 $6,646 $ $6,646 
 

Foreign government

  62,605  17,513  386  80,504    80,504 
 

Corporate

    42,921  6,211  49,132    49,132 
 

Equity securities

  26,665  7,522  533  34,720    34,720 
 

Asset-backed securities

    1,750  4,202  5,952     5,952 
 

Other debt securities

    12,974  1,047  14,021    14,021 
              
 

Total trading securities

 $110,399 $123,934 $18,558 $252,891 $ $252,891 
              
 

Derivatives

                   
  

Interest rate contracts

 $614 $586,605 $2,977 $590,196       
  

Foreign exchange contracts

  4  81,275  879  82,158       
  

Equity contracts

  3,030  15,429  1,967  20,426       
  

Commodity and other contracts

  581  11,519  899  12,999       
  

Credit derivatives

    70,544  14,443  84,987       
                
 

Total gross derivatives

 $4,229 $765,372 $21,165 $790,766       
 

Cash collateral paid

           49,035       
 

Netting agreements and market value adjustments

             $(783,280)   
              
 

Total derivatives

 $4,229 $765,372 $21,165 $839,801 $(783,280)$56,521 
              

Investments

                   
 

Mortgage-backed securities

                   
  

U.S. government sponsored

 $82 $20,315 $1 $20,398 $ $20,398 
  

Prime

    4,886  772  5,658    5,658 
  

Alt-A

    505  205  710    710 
  

Subprime

    109  14  123    123 
  

Non-U.S. residential

    1,647  814  2,461    2,461 
  

Commercial

    81  558  639    639 
              
 

Total investment mortgage-backed securities

 $82 $27,543 $2,364 $29,989 $ $29,989 
              
 

U.S. Treasury and federal agency securities

                   
  

U.S. Treasury

 $12,938 $26,722 $ $39,660 $ $39,660 
  

Agency obligations

    44,551  19  44,570     44,570 
              
 

Total U.S. Treasury and federal agency

 $12,938 $71,273 $19 $84,230 $ $84,230 
              

Table of Contents

In millions of dollars at June 30, 2009 Level 1 Level 2 Level 3 Gross
inventory
 Netting(1) Net balance 
Liabilities                   
Interest-bearing deposits $ $1,995 $112 $2,107 $ $2,107 
Federal funds purchased and securities loaned or sold under agreements to repurchase    143,690  7,204  150,894  (34,761) 116,133 
Trading account liabilities                   
 Securities sold, not yet purchased  36,325  18,478  961  55,764    55,764 
 Derivatives  6,088  768,211  34,716  809,015  (745,467) 63,548 
Short-term borrowings    2,981  377  3,358    3,358 
Long-term debt    13,489  11,201  24,690    24,690 
Liabilities of discontinued operations held for sale(3)  837  1,452    2,289    2,289 
Other financial liabilities measured on a recurring basis    16,298  19  16,317  (3,650) 12,667 
              
Total liabilities $43,250 $966,594 $54,590 $1,064,434 $(783,878)$280,556 
   4.1% 90.8% 5.1% 100.0%      
              
In millions of dollars at June 30, 2010 Level 1 Level 2 Level 3 Gross
inventory
 Netting(1) Net
balance
 
 

State and municipal

 $ $15,117 $457 $15,574   $15,574 
 

Foreign government

  51,467  47,122  282  98,871    98,871 
 

Corporate

    15,224  1,271  16,495    16,495 
 

Equity securities

  3,190  180  2,238  5,608    5,608 
 

Asset-backed securities

    5,649  12,303  17,952    17,952 
 

Other debt securities

    1,303  891  2,194    2,194 
 

Non-marketable equity securities

    137  6,561  6,698    6,698 
              

Total investments

 $67,677 $183,548 $26,386 $277,611   $277,611 
              

Loans(2)

 $  1,310 $3,668  4,978   $4,978 

MSRs

      4,894  4,894    4,894 

Other financial assets measured on a recurring basis

    17,203  3,089  20,292�� (1,576) 18,716 
              

Total assets

 $182,305 $1,219,479 $84,278 $1,535,097 $(821,387)$713,710 

Total as a percentage of gross assets(3)

  12.3% 82.1% 5.6% 100.0%      
              

Liabilities

                   

Interest-bearing deposits

 $ $1,204 $183 $1,387 $ $1,387 

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

    154,722  1,091  155,813  (36,531) 119,282 

Trading account liabilities

                   
 

Securities sold, not yet purchased

  57,025  14,082  621  71,728    71,728 
 

Derivatives

                   
  

Interest rate contracts

  569  581,092  2,402  584,063       
  

Foreign exchange contracts

  18  84,803  629  85,450       
  

Equity contracts

  3,406  31,731  3,200  38,337       
  

Commodity and other contracts

  505  11,179  1,423  13,107       
  

Credit derivatives

    65,020  12,370  77,390       
                
 

Total gross derivatives

 $4,498 $773,825 $20,024 $798,347       
 

Cash collateral received

           39,216       
 

Netting agreements and market value adjustments

              (778,290)   
              
 

Total derivatives

 $4,498 $773,825 $20,024 $837,563 $(778,290)$59,273 

Short-term borrowings

    1,205  445  1,650     1,650 

Long-term debt

    15,117  10,741  25,858     25,858 

Other financial liabilities measured on a recurring basis

  1  12,773  7  12,781  (1,576) 11,205 
              

Total liabilities

 $61,524 $972,928 $33,112 $1,106,780 $(816,397)$290,383 

Total as a percentage of gross liabilities(3)

  5.8% 91.1% 3.1% 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(ASC 210-20-45-11 through 45-17), and (ii) derivative exposures covered by a qualifying master netting agreement, in accordance with FIN 39 (ASC 815-10-45), cash collateral and the market value adjustment.

(2)
There is no allowance for loan losses recorded for loans reported at fair value.

(3)
Represents thePercentage is calculated based on total assets and liabilities of Nikko Cordial businesses sold that are measured at fair value. See Note 2 to the Consolidated Financial Statements, "Discontinued Operations," for further discussion.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    25,540  359  25,899  (4,527) 21,372 
              
Total assets $144,547 $1,459,767 $145,947 $1,750,261 $(1,088,109)$662,152 
   8.3% 83.4% 8.3% 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    16,415  1  16,416  (4,527) 11,889 
              
Total liabilities $46,886 $1,314,533 $81,541 $1,442,960 $(1,077,251)$365,709 
   3.2% 91.1% 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 

MSRs

      6,530  6,530    6,530 

                   

In millions of dollars at December 31, 2009 Level 1 Level 2 Level 3 Gross
inventory
 Netting(1) Net
balance
 

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%      
              

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(ASC 210-20-45-11 through 45-17), and (ii) derivative exposures covered by a qualifying master netting agreement, in accordance with FIN 39 (ASC 815-10-45), 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

        The following tables present the changes in the Level 3 fair-value category for the three months ended June 30, 2009 and December 31, 2008.category. 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 March 31,
2009
 Principal
transactions
 Other(1)(2) June 30,
2009
 
Assets                      
Trading securities                      
 Trading mortgage-backed securities                      
  U.S. government sponsored $1,316 $244 $ $ $(316)$1,244 $268 
  Prime  582  (20)     61  623  (20)
  Alt-A  1,250  (50)     (423) 777  (49)
  Subprime  10,386  667      (1,052) 10,001  645 
  Non-U.S. residential  325  (42)     62  345  (34)
  Commercial  2,883  5      (80) 2,808  (26)
                
 Total trading mortgage-backed securities $16,742 $804 $ $ $(1,748)$15,798 $784 
                
 U.S. Treasury and federal agencies securities                      
  U.S. Treasury $ $ $ $ $ $ $ 
  Agency obligations  51      (3) 1  49   
                
 Total U.S. Treasury and federal agencies securities $51 $ $ $(3)$1 $49 $ 
                
 State and municipal $198 $(23)$ $(136)$70 $109 $(23)
 Foreign government  1,011  60    (390) (91) 590  20 
 Corporate  9,382  221    249  (417) 9,435  245 
 Equity securities  1,740  112    104  (90) 1,866  174 
 Other debt securities  13,746  338    109  2,653  16,846  222 
                
Total trading securities $42,870 $1,512 $ $(67)$378 $44,693 $1,422 
                
Derivatives, net(4) $3,539 $(2,492)$ $364 $(231)$1,180 $(2,678)
                
Investments                      
 Mortgage-backed securities                      
  U.S. government sponsored $ $ $ $75 $3 $78 $(2)
  Prime  1,125    159  (171) (338) 775  109 
  Alt-A  177    40  55  (1) 271  29 
  Subprime  12    (3) (10) 18  17  (3)
  Commercial  469    28  (61) 283  719  28 
                
 Total investment mortgage-backed debt securities $1,783 $ $224 $(112)$(35)$1,860 $161 
                
 U.S. Treasury and federal agencies securities                      
  U.S. Treasury $ $ $ $ $ $ $ 
  Agency obligations        9    9   
                
 Total U.S. Treasury and federal agencies securities $ $ $ $9 $ $9 $ 
                
 State and municipal $207 $ $ $45 $ $252 $ 
 Foreign government  643      (474) (1) 168   
 Corporate  992    67  (99) 728  1,688  35 
 Equity securities  2,849    49  (7) (73) 2,818  49 
 Other debt securities  8,742    1,243  (386) (1,170) 8,429  1,261 
 Non-Marketable equity securities  7,479    21  619  (319) 7,800  21 
                
Total investments $22,695 $ $1,604 $(405)$(870)$23,024 $1,527 
                
Loans $171 $ $24 $ $1 $196 $25 


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 March 31,
2009
 Principal
transactions
 Other(1)(2) June 30,
2009
 
Mortgage servicing rights $5,481 $ $1,310 $ $(21)$6,770 $1,310 
Other financial assets measured on a recurring basis  2,515    (1,107) 329  (92) 1,645 $(1,107)
                
Liabilities                      
Interest-bearing deposits $41 $ $(63)$ $8 $112 $(63)
Federal funds purchased and securities loaned or sold under agreements to repurchase  10,732  276    (3,391) 139  7,204  264 
Trading account liabilities                      
 Securities sold, not yet purchased  1,311  8    (434) 92  961  8 
Short-term borrowings  1,030    43  (49) (561) 377  43 
Long-term debt  10,438    (412) 51  300  11,201  (376)
Other financial liabilities measured on a recurring basis  1    (42)   (24) 19  (19)
                
 
  
 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 March 31,
2010
 Principal
transactions
 Other(1)(2) June 30,
2010
 

Assets

                      

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

 $1,907 $446 $ $4,165 $ $6,518 $ 

Trading securities

                      
 

Trading mortgage-backed securities

                      
   

U.S. government sponsored

 $947 $(107)$ $71 $(153)$758 $(123)
   

Prime

  399  (2)   67  146  610  (20)
   

Alt-A

  321  15    100  15  451  45 
   

Subprime

  6,525  (697)   126  (4,069) 1,885  (1,890)
   

Non-U.S. residential

  243  14    20  (43) 234  (4)
   

Commercial

  2,215  1    (142) 110  2,184  2 
                
 

Total trading mortgage-backed securities

 $10,650 $(776)$ $242 $(3,994)$6,122 $(1,990)
                
 

State and municipal

 $453 $8 $ $(129)$(275)$57 $ 
 

Foreign government

  644  (15)   11  (254) 386  (20)
 

Corporate

  7,950  (74)   (144) (1,521) 6,211  (114)
 

Equity securities

  905  10    (338) (44) 533  26 
 

Asset-backed securities

  4,200  (16)   74  (56) 4,202  (242)
 

Other debt securities

  1,129  (72)   (48) 38  1,047  (4)
                

Total trading securities

 $25,931 $(935)$ $(332)$(6,106)$18,558 $(2,344)
                

Derivatives, net(4)

                      
  

Interest rate contracts

 $339 $190 $ $(175)$221 $575 $481 
  

Foreign exchange contracts

  33  206    (1) 12  250  249 
  

Equity contracts

  (1,420) (48)   (51) 286  (1,233) (307)
  

Commodity and other contracts

  (645) 85    38  (2) (524) 22 
  

Credit derivatives

  5,029  (1,421)   (358) (1,177) 2,073  (1,546)
                

Total derivatives, net(4)

 $3,336 $(988)$ $(547)$(660)$1,141 $(1,101)
                

Investments

                      
 

Mortgage-backed securities

                      
   

U.S. government-sponsored agency guaranteed

 $1 $ $ $ $ $1 $ 
   

Prime

  276    (16) 575  (63) 772  (2)
   

Alt-A

  30      190  (15) 205   
   

Subprime

  1    (1) 14    14   
   

Non-U.S. Residential

        814    814  5 
   

Commercial

  546    13  1  (2) 558   
                
 

Total investment mortgage-backed debt securities

 $854 $ $(4)$1,594 $(80)$2,364 $3 
                

U.S. Treasury and federal agencies securities

                      
 

Agency obligations

 $19 $ $ $ $ $19 $ 
                

Total U.S. Treasury and federal agencies securities

 $19 $ $ $ $ $19 $ 
                
 

State and municipal

 $262 $ $6 $233 $(44)$457 $ 
 

Foreign government

  287    (1) (27) 23  282  (14)
 

Corporate

  1,062    (5) 295  (81) 1,271  (8)
 

Equity securities

  2,468    14  1  (245) 2,238   
 

Asset-backed securities

  7,936    (6) 4,802  (429) 12,303  (41)
 

Other debt securities

  1,007    20  (42) (94) 891  31 
 

Non-marketable equity securities

  8,613    (2) (2,077) 27  6,561  (60)
                

Total investments

 $22,508 $ $22 $4,779 $(923)$26,386 $(89)
                

 

 
  
 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) June 30,
2009
 
Assets                      
Trading securities                      
 Trading mortgage-backed securities                      
  U.S. government sponsored $1,325 $216 $ $10 $(307)$1,244 $245 
  Prime  147  (55)   439  92  623  15 
  Alt-A  1,153  (119)   (187) (70) 777  (119)
  Subprime  13,844  (1,696)   (710) (1,437) 10,001  (1,648)
  Non-U.S. residential  858  (74)   (490) 51  345  (58)
  Commercial  2,949  (195)   159  (105) 2,808  (220)
                
 Total trading mortgage-backed securities $20,276 $(1,923)$ $(779)$(1,776)$15,798 $(1,785)
                
 U.S. Treasury and federal agencies securities                      
  U.S. Treasury $ $ $ $ $ $ $ 
  Agency obligations  59  (9)   (3) 2  49   
                
 Total U.S. Treasury and federal agencies securities $59 $(9)$ $(3)$2 $49 $ 
                
 State and municipal $233 $(22)$ $(80)$(22)$109 $(23)
 Foreign government  1,261  96    (367) (400) 590  82 
 Corporate  13,027  (703)   (792) (2,097) 9,435  221 
 Equity securities  1,387  91    121  267  1,866  222 
 Other debt securities  14,530  11    (1,198) 3,503  16,846  336 
                
Total trading securities $50,773 $(2,459)$ $(3,098)$(523)$44,693 $(947)
                
Derivatives, net(4) $3,586 $(2,376)$ $(717)$687 $1,180 $(2,376)
                
Investments                      
 Mortgage-backed securities                      
  U.S. government sponsored $ $ $ $75 $3 $78 $ 
  Prime  1,163    161  33  (582) 775  161 
  Alt-A  111    33  63  64  271  22 
  Subprime  25    (9) (10) 11  17   
  Commercial  964    9  (463) 209  719  (4)
                
 Total investment mortgage-backed debt securities $2,263 $ $194 $(302)$(295)$1,860 $179 
                
 U.S. Treasury and federal agencies securities                      
  U.S. Treasury $ $ $ $ $ $ $ 
  Agency obligations        9    9   
                
 Total U.S. Treasury and federal agencies securities $ $ $ $9 $ $9 $ 
                
 State and municipal $222 $ $ $30 $ $252 $ 
 Foreign government  571      (402) (1) 168   

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,
2008
 Principal
transactions
 Other(1)(2) June 30,
2009
 
 Corporate $1,019 $ $44 $654 $(29)$1,688 $35 
 Equity securities  3,807    (480) (130) (379) 2,818  (480)
 Other debt securities  11,324    (427) (948) (1,520) 8,429  (427)
 Non-Marketable equity securities  9,067    (706) (239) (322) 7,800  (779)
                
Total investments $28,273 $ $(1,375)$(1,328)$(2,546)$23,024 $(1,472)
                
Loans $160 $ $19 $ $17 $196 $19 
Mortgage servicing rights  5,657    1,440    (327) 6,770  1,440 
Other financial assets measured on a recurring basis  359    552  756  (22) 1,645  552 
                
Liabilities                      
Interest-bearing deposits $54 $ $(59)$ $(1)$112 $(94)
Federal funds purchased and securities loaned or sold under agreements to repurchase  11,167  308    (3,720) 65  7,204  301 
Trading account liabilities                      
 Securities sold, not yet purchased  653  44    (15) 367  961  43 
Short-term borrowings  1,329    (65) (746) (271) 377  (65)
Long-term debt  11,198    36  (326) 365  11,201  (50)
Other financial liabilities measured on a recurring basis  1    (43)   (25) 19  (43)
                
 
  
 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 March 31,
2010
 Principal
transactions
 Other(1)(2) June 30,
2010
 

Loans

 $4,395 $ $(296)$(5)$(426)$3,668 $(288)

MSRs

  6,439    (1,342)   (203) 4,894  (1,342)

Other financial assets measured on a recurring basis

  907    (35) 1,996  221  3,089  (35)
                

Liabilities

                      

Interest-bearing deposits

 $158 $ $(4)$(4)$25 $183 $36 

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

  975  (99)   76  (59) 1,091  (110)

Trading account liabilities

                      
 

Securities sold, not yet purchased

  148  33    509  (3) 621  103 

Short-term borrowings

  258  18    12  193  445  (13)

Long-term debt

  12,836  126  290  (150) (1,529) 10,741  184 

Other financial liabilities measured on a recurring basis

  2    (14)   (9) 7  (7)
                

 

 
  
 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 March 31,
2008
 Principal
transactions
 Other(1)(2) June 30,
2008
 
Assets                      
Securities purchased under agreements to resell $16 $ $ $ $(16)$ $ 
Trading account assets                      
 Trading securities and loans  90,672  (4,775)   793  (9,871) 76,819  (4,445)
Investments  20,539    (211) (461) 7,219  27,086  6 
Loans  93  5      47  145  5 
Mortgage servicing rights  7,716    1,317    (99) 8,934  1,317 
Other financial assets measured on a recurring basis  812    30  588  21  1,451  25 
                
Liabilities                      
Interest-bearing deposits $105 $(10)$ $ $(4)$111 $(5)
Securities sold under agreements to repurchase  6,208  210    (2,710) (122) 3,166  51 
Trading account liabilities                      
 Securities sold, not yet purchased  1,817  (13)   (40) (72) 1,718  (63)
 Derivatives, net(4)  952  1,323    (969) 1,442  102  (2)
Short-term borrowings  6,150  219    (3,791) (980) 1,160  82 
Long-term debt  47,199  246    65  (8,663) 38,355  136 
Other financial liabilities measured on a recurring basis      (15)   11  26  16 
                

 
  
 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) June 30,
2010
 

Assets

                      

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

 $ $509 $ $5,217 $792 $6,518 $ 

Trading securities

                      
 

Trading mortgage-backed securities

                      
   

U.S. government sponsored

 $972 $(158)$ $169 $(225)$758 $(120)
   

Prime

  384  33    150  43  610  (7)
   

Alt-A

  387  30    160  (126) 451  54 
   

Subprime

  8,998  36    (625) (6,524) 1,885  (1,861)
   

Non-U.S. residential

  572  (27)   (259) (52) 234  1 
   

Commercial

  2,451  (11)   (183) (73) 2,184  48 
                
 

Total trading mortgage-backed securities

 $13,764 $(97)$ $(588)$(6,957)$6,122 $(1,885)
                
 

State and municipal

 $222 $11 $ $56  (232)$57 $ 
 

Foreign government

  459  11    (186) 102  386  (5)
 

Corporate

  8,620  (75)   (483) (1,851) 6,211  (107)
 

Equity securities

  640  16    (12) (111) 533  50 
 

Asset-backed securities

  3,006  (77)   44  1,229  4,202  (266)
 

Other debt securities

  13,231  23    (255) (11,952) 1,047  (3)
                

Total trading securities

 $39,942 $(188)$ $(1,424)$(19,771)$18,558 $(2,216)
                

Derivatives, net(4)

                      
  

Interest rate contracts

 $(374)$665 $ $337 $(53)$575 $447 
  

Foreign exchange contracts

  (38) 344    (98) 42  250  362 
  

Equity contracts

  (1,110) (227)   (282) 386  (1,233) (558)
  

Commodity and other contracts

  (529) (116)   68  53  (524) (444)
  

Credit derivatives

  5,159  (1,275)   (875) (936) 2,073  (1,922)
                

Total derivatives, net(4)

 $3,108 $(609)$ $(850)$(508)$1,141 $(2,115)
                

Investments

                      
 

Mortgage-backed securities

                      
   

U.S. government-sponsored agency guaranteed

 $2 $ $(1)$ $ $1 $ 
   

Prime

  736    (113) 70  79  772  23 
   

Alt-A

  55    (23) 190  (17) 205  17 
   

Subprime

  1    (1) 14    14   
   

Non-U.S. Residential

         814    814  8 
   

Commercial

  746    (449) 2  259  558   
                
 

Total investment mortgage-backed debt securities

 $1,540 $ $(587)$1,090 $321 $2,364 $48 
                



 
  
 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) June 30,
2010
 

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 $ $7 $233 $ $457 $ 
 

Foreign government

  270    7  (10) 15  282  2 
 

Corporate

  1,257    (79) 236  (143) 1,271  20 
 

Equity securities

  2,513    26  90  (391) 2,238   
 

Asset-backed securities

  8,272    (36) 4,818  (751) 12,303  (95)
 

Other debt securities

  560    27  (36) 340  891  40 
 

Non-marketable equity securities

  6,753    15  (108) (99) 6,561  (53)
                

Total investments

 $21,403 $ $(641)$6,313 $(689)$26,386 $(39)
                

Loans

 $213 $ $(140)$615 $2,980 $3,668 $(144)

MSRs

  6,530    (1,198)   (438) 4,894  (1,198)

Other financial assets measured on a recurring basis

  1,101    (27) 1,983  32  3,089  (27)
                

Liabilities

                      

Interest-bearing deposits

 $28 $ $2 $(6)$163 $183 $(13)

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

  2,056  (98)   (976) (87) 1,091  (166)

Trading account liabilities

                      
 

Securities sold, not yet purchased

  774  52    (69) (32) 621  56 

Short-term borrowings

  231  8    (106) 328  445  14 

Long-term debt

  9,654  272  145  332  1,172  10,741  74 

Other financial liabilities measured on a recurring basis

  13    (19)   (25) 7  (7)
                

 

 
  
 Net realized/ unrealized
gains (losses) included in
  
  
  
  
 
 
  
 Transfers
in and/or
out of
Level 3
 Purchases,
issuances
and
settlements
  
 Unrealized
gains
(losses)
still held
 
In millions of dollars December 31,
2007
 Principal
transactions
 Other June 30, 2008 
Assets                      
Securities purchased under agreements to resell $16 $ $ $ $(16)$ $ 
Trading account assets                      
 Trading securities and loans  75,573  (13,191)   18,745  (4,308) 76,819  (10,556)
Investments  17,060    (1,547) 2,971  8,602  27,086  (267)
Loans  9  11      125  145  11 
Mortgage servicing rights  8,380    964    (410) 8,934  964 
Other financial assets measured on a recurring basis  1,171    47  69  164  1,451  58 
                
Liabilities                      
Interest-bearing deposits $56 $(19)$ $13 $23 $111 $(11)
Securities sold under agreements to repurchase  6,158  71    (2,366) (555) 3,166  (6)
Trading account liabilities                      
 Securities sold, not yet purchased  473  (8)   632  605  1,718  (36)
 Derivatives, net  2,470  2,797    106  323  102  3,868 
Short-term borrowings  5,016  149    (2,283) (1,424) 1,160  56 
Long-term debt  8,953  409    38,019  (8,208) 38,355  (108)
Other financial liabilities measured on a recurring basis  1    (14)   11  26  6 
                

 
  
 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 March 31,
2009
 Principal
transactions
 Other(1)(2) June 30,
2009
 

Assets

                      

Trading securities

                      
 

Trading mortgage-backed securities

                      
  

U.S. government sponsored

 $1,316 $244 $ $ $(316)$1,244 $268 
  

Prime

  582  (20)     61  623  (20)
  

Alt-A

  1,250  (50)     (423) 777  (49)
  

Subprime

  10,386  667      (1,052) 10,001  645 
  

Non-U.S. residential

  325  (42)     62  345  (34)
  

Commercial

  2,883  5      (80) 2,808  (26)
                
 

Total trading mortgage-backed securities

 $16,742 $804 $ $ $(1,748)$15,798 $784 
                
 

U.S. Treasury and federal agencies securities

                      
  

U.S. Treasury

 $ $ $ $ $ $ $ 
  

Agency obligations

  51      (3) 1  49   
                
 

Total U.S. Treasury and federal agencies securities

 $51 $ $ $(3)$1 $49 $ 
                
 

State and municipal

 $198 $(23)$ $(136)$70 $109 $(23)
 

Foreign government

  1,011  60    (390) (91) 590  20 
 

Corporate

  9,382  221    249  (417) 9,435  245 
 

Equity securities

  1,740  112    104  (90) 1,866  174 
 

Other debt securities

  13,746  338    109  2,653  16,846  222 
                

Total trading securities

 $42,870 $1,512 $ $(67)$378 $44,693 $1,422 
                

Derivatives, net(4)

 $3,539 $(2,492)$ $364 $(231)$1,180 $(2,678)
                

Investments

                      
 

Mortgage-backed securities

                      
  

U.S. government sponsored

 $ $ $ $75 $3 $78 $(2)
  

Prime

  1,125    159  (171) (338) 775  109 



 
  
 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 March 31,
2009
 Principal
transactions
 Other(1)(2) June 30,
2009
 
  

Alt-A

  177    40  55  (1) 271  29 
  

Subprime

  12    (3) (10) 18  17  (3)
  

Commercial

  469    28  (61) 283  719  28 
                
 

Total investment mortgage-backed debt securities

 $1,783 $ $224 $(112)$(35)$1,860 $161 
                
 

U.S. Treasury and federal agencies securities

                      
  

U.S. Treasury

 $ $ $ $ $ $ $ 
  

Agency obligations

        9    9   
                
 

Total U.S. Treasury and federal agencies securities

 $ $ $ $9 $ $9 $ 
                
 

State and municipal

 $207 $ $ $45 $ $252 $ 
 

Foreign government

  643      (474) (1) 168   
 

Corporate

  992    67  (99) 728  1,688  35 
 

Equity securities

  2,849    49  (7) (73) 2,818  49 
 

Other debt securities

  8,742    1,243  (386) (1,170) 8,429  1,261 
 

Non-marketable equity securities

  7,479    21  619  (319) 7,800  21 
                

Total investments

 $22,695 $ $1,604 $(405)$(870)$23,024 $1,527 
                

Loans

 $171 $ $24 $ $1 $196 $25 

MSRs

  5,481    1,310    (21) 6,770  1,310 

Other financial assets measured on a recurring basis

  2,515    (1,107) 329  (92) 1,645 $(1,107)
                

Liabilities

                      

Interest-bearing deposits

 $41 $ $(63)$ $8 $112 $(63)

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

  10,732  276    (3,391) 139  7,204  264 

Trading account liabilities

                      
 

Securities sold, not yet purchased

  1,311  8    (434) 92  961  8 

Short-term borrowings

  1,030  43    (49) (561) 377  43 

Long-term debt

  10,438  (412)   51  300  11,201  (376)

Other financial liabilities measured on a recurring basis

  1    (42)   (24) 19  (19)
                


 
  
 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) June 30,
2009
 

Assets

                      

Trading securities

                      
 

Trading mortgage-backed securities

                      
  

U.S. government sponsored

 $1,325 $216 $ $10 $(307)$1,244 $245 
  

Prime

  147  (55)   439  92  623  15 
  

Alt-A

  1,153  (119)   (187) (70) 777  (119)
  

Subprime

  13,844  (1,696)   (710) (1,437) 10,001  (1,648)
  

Non-U.S. residential

  858  (74)   (490) 51  345  (58)
  

Commercial

  2,949  (195)   159  (105) 2,808  (220)
                
 

Total trading mortgage-backed securities

 $20,276 $(1,923)$ $(779)$(1,776)$15,798 $(1,785)
                
 

U.S. Treasury and federal agencies securities

                      
  

U.S. Treasury

 $ $ $ $ $ $ $ 
  

Agency obligations

  59  (9)   (3) 2  49   
                
 

Total U.S. Treasury and federal agencies securities

 $59 $(9)$ $(3)$2 $49 $ 
                
 

State and municipal

 $233 $(22)$ $(80)$(22)$109 $(23)
 

Foreign government

  1,261  96    (367) (400) 590  82 
 

Corporate

  13,027  (703)   (792) (2,097) 9,435  221 
 

Equity securities

  1,387  91    121  267  1,866  222 
 

Other debt securities

  14,530  11    (1,198) 3,503  16,846  336 
                

Total trading securities

 $50,773 $(2,459)$ $(3,098)$(523)$44,693 $(947)
                

Derivatives, net(4)

 $3,586 $(2,376)$ $(717)$687 $1,180 $(2,376)
                

Investments

                      
 

Mortgage-backed securities

                      



 
  
 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) June 30,
2009
 
  

U.S. government sponsored

 $ $ $ $75 $3 $78 $ 
  

Prime

  1,163    161  33  (582) 775  161 
  

Alt-A

  111    33  63  64  271  22 
  

Subprime

  25    (9) (10) 11  17   
  

Commercial

  964    9  (463) 209  719  (4)
                
 

Total investment mortgage-backed debt securities

 $2,263 $ $194 $(302)$(295)$1,860 $179 
                
 

U.S. Treasury and federal agencies securities

                      
  

U.S. Treasury

 $ $ $ $ $ $ $ 
  

Agency obligations

        9    9   
                
 

Total U.S. Treasury and federal agencies securities

 $ $ $ $9 $ $9 $ 
                
 

State and municipal

 $222 $ $ $30 $ $252 $ 
 

Foreign government

  571      (402) (1) 168   
 

Corporate

  1,019    44  654  (29) 1,688  35 
 

Equity securities

  3,807    (480) (130) (379) 2,818  (480)
 

Other debt securities

  11,324    (427) (948) (1,520) 8,429  (427)
 

Non-Marketable equity securities

  9,067    (706) (239) (322) 7,800  (779)
                

Total investments

 $28,273 $ $(1,375)$(1,328)$(2,546)$23,024 $(1,472)
                

Loans

  160    19    17  196  19 

Mortgage servicing rights

  5,657    1,440    (327) 6,770  1,440 

Other financial assets measured on a recurring basis

  359    552  756  (22) 1,645  552 
                

Liabilities

                      

Interest-bearing deposits

 $54 $ $(59)$ $(1)$112 $(94)

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

  11,167  308    (3,720) 65  7,204  301 

Trading account liabilities

                      
 

Securities sold, not yet purchased

  653  44    (15) 367  961  43 

Short-term borrowings

  1,329  (65)   (746) (271) 377  (65)

Long-term debt

  11,198  36    (326) 365  11,201  (50)

Other financial liabilities measured on a recurring basis

  1    (43)   (25) 19  (43)
                

(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 feesOther revenue 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 June 30, 20092010 and 2008.2009.

(4)
Total Level 3 derivative exposuresassets and liabilities have been netted in 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 March 31, 2010 to June 30, 2010 in Level 3 assets and liabilities are due to:

    A net increase inFederal funds sold and securities borrowed or purchased under agreements to resell of $4.6 billion, which included transfers from Level 2 to Level 3 of $4.2 billion, due to an increase in the expected maturities on these instruments.

    A net decrease in trading securities of $7.4 billion that was mainly driven by:

    A decrease of $4.6 billion in subprime trading mortgage-backed securities, due primarily to the liquidation of super-senior subprime exposures during the second quarter of 2010.

    A decrease of $1.7 billion in corporate trading debt securities, primarily due to paydowns and sales of $1.5 billion.

    The decrease in derivatives of $2.2 billion includes a decrease in credit derivatives of $3 billion. Losses of $1.4 billion on Level 3 credit derivatives during the second quarter relate to the unwind of CDS hedging high grade mezzanine synthetic CDOs, which were terminated during the second quarter, and for which an offsetting gain was recognized upon the release of related CVA. Settlements of $1.2 billion related to the unwind of these contracts.

    The increase inInvestments of $3.9 billion included transfers to Level 3 of asset-backed securities of $6.1 billion, related to the transfer of securities from HTM to AFS at June 30, 2010, relating to the adoption of ASU 2010-11.

    The decrease inMSRs of $1.5 billion is due to losses of $1.3 billion during the second quarter, due to a reduction in interest rates.

    The decrease inLong-term debt of $2.1 billion is due primarily to paydowns and maturities during the second quarter of 2010.

The significant changes from December 31, 2009 to June 30, 2010 in Level 3 assets and liabilities are due to:

    A net increase inFederal funds sold and securities borrowed or purchased under agreements to resell of $6.5 billion, due to transfers from Level 2 to Level 3.

    A net decrease in trading securities of $21.4 billion that was mainly driven by:

    A decrease of $7.1 billion in subprime trading mortgage-backed securities, due primarily to the liquidation of super-senior subprime exposures, as discussed above.

    A decrease of $12.2 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 intercompany balances are eliminated. At January 1, 2010, the Company's investment in these newly consolidated VIEs included certificates issued by the 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 above.

    The increase inInvestments of $5.0 billion included transfers to Level 3 of asset-backed securities of $6.1 billion, related to the transfer of securities from HTM to AFS at June 30, 2010.

    The increase inLoans of $3.5 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. The impact from consolidation of these VIEs on Level 3 loans has been reflected as purchases in the roll-forward table above.

    The decrease inFederal funds purchased and securities loaned or sold under agreements to repurchase of $1.0 billion is due primarily to net transfers to Level 2.

    The increase inLong-term debt of $1.1 billion is due to the impact of the consolidation of certain VIEs upon the adoption of SFAS 166/167 on January 1, 2010, partially offset by paydowns and maturities.

        The significant changes from March 31, 2009 to June 30, 2009 Level 3 assets and liabilities are due to:

    A net increase in trading securities of $1.8 billion that was driven by net realized / realized/unrealized gains of $1.5 billion recorded inPrincipal transactions, composed mainly of gains on subprime mortgage-backed securities, U.S. government sponsored mortgage-backed securities, corporate debt securities and other debt securities;

    A net decrease in trading derivatives which was driven by net realized / realized/unrealized losses of $2.5 billion recorded inPrincipal transactions, mainly on complex derivative contracts, such as those linked to credit and equity exposures. These losses are partially offset by gains recognized on instruments that have been classified in Levels 1 and 2.

The significant changes from December 31, 2008 to June 30, 2009 Level 3 assets and liabilities are due to:

    A net decrease in trading securities of $6.1 billion that was mainly driven by:

    (i)(1)
    Net realized / realized/unrealized losses of $2.4 billion recorded inPrincipal transactions, mainly composed of write-downs on subprime mortgage-backed securities;

    (ii)(2)
    Net transfers of $3.1 billion to Level 2 inventory as a result of better vendor pricing coverage for corporate debt.

A decrease in investments of $5.3 billion that primarily resulted from:

(i)
Net realized / unrealized losses recorded in other income of $1.4 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 Assetsfinancial 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 $2.5 billion mainly due to pay-downs during the quarter.

    (iii)
    Net transfers of $1.4 billion of investments to Level 2.

    A decrease in trading derivatives was driven by net realized and unrealized losses of $2.4 billion recorded inPrincipal transactions,, mainly on complex derivative contracts such as those linked to credit and equity exposures. These losses are partially offset by gains recognized on instruments that have been classified in Levels 1 and 2.



For the period March 31, 2008 to June 30, 2008, the changes inTransfers between Level 3 assets1 and liabilities are due to:

(i)
The decrease in trading account assets of $14 billion, which was driven primarily by the write-downs on ABS-CDO super senior exposures plus approximately $9 billion of net sales of trading securities, including CDO liquidations.

(ii)
The increase in investments of $7 billion, which was largely due to $8.7 billion of senior debt securities retained from the Company's April 17, 2008 sale of a corporate loan portfolio that included highly leverage loans, offset by net sales/settlements of other investments.

(iii)
The increase in MSR of $1.3 billion, which resulted from the mark-to-market gain recognized of $1.4 billion. This gain was offset by the decrease of $2.1 billion in the valueLevel 2 of the related non-Level 3 hedges.

(iv)
Fair Value Hierarchy

The reductions in securities sold under agreement to repurchase of $3 billion, and short-term borrowings of $5 billion, which were driven primarily by theCompany did not have any significant transfers of certain positions from Level 3 to Levelassets or liabilities between Levels 1 and 2 as valuation methodology inputs considered to be unobservable were demonstrated to be insignificant toof the overall valuation.

(v)
The decrease in long-term debt of $9 billion, as payments were made against the consolidated SIV's long-term debt.

The significant changes from December 31, 2007 to June 30, 2008 in Level 3 assets and liabilities are due to:

(i)
A minimal net increase in trading securities as net write-downs recognized for ABSCDO super senior exposures and Alt-A mortgage securities, plus a net reduction from settlements/sales of trading securities, were offset by a net transfer-in to Level 3 from Level 2 as prices and other valuation inputs became unobservable for a number of positions including auction rate securities and Alt-A mortgage securities.

(ii)
The increase in investments of $10 billion, which was due primarily to $8.7 billion of senior debt securities retained from the Company's April 17, 2008 sale of a corporate loan portfolio that included highly leverage loans.

(iii)
The reduction in securities sold under agreement to repurchase of $3 billion, which was driven by the transfer of positions from Level 3 to Level 2 as valuation methodology inputs considered to be unobservable were demonstrated to be insignificant to the overall valuation.

(iv)
The decrease in short-term borrowings of $4 billion, which was primarily due to net transfers out of $2 billion as valuation methodology inputs considered to be unobservable were demonstrated to be insignificant to the overall valuation, and payments of $1 billion against the consolidated SIV's short-term debt.

(v)
The increase in long-term debt of $29 billion, which was driven by the transfer of consolidated SIV liabilities to Level 3 due to the lack of observable inputs, offset by the payments made against this debt infair value hierarchy during the second quarter 2008.
of 2010.

Items Measured at Fair Value on a Nonrecurring Basis

        Certain assets and liabilities are measured at fair value on a nonrecurringnon-recurring 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 thethese periods as a result of an impairment. In addition, these assets such asinclude loans held for saleheld-for-sale (HFS) that are measured at the lower of cost or market (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-saleHFS that are carried at LOCOM as of June 30, 20092010 and December 31, 20082009 (in billions):

 
 Aggregate
Cost
 Fair
Value
 Level 2 Level 3 

June 30, 2009

 $0.3 $0.1 $0.1 $ 

December 31, 2008

  3.1  2.1  0.8  1.3 
  

 
 Aggregate
cost
 Fair value Level 2 Level 3 

June 30, 2010

 $1.5 $1.4 $0.4 $1.0 
          

December 31, 2009

 $2.5 $1.6 $0.3 $1.3 
          

Table of Contents


18.    FAIR-VALUE17.    FAIR VALUE ELECTIONS (SFAS 155/ASC 815-15-25, SFAS 156/ASC 860-50-35 and SFAS 159/ASC 825-10)

        Under SFAS 159 (ASC 825-10), 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, theThe 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 (ASC 825-10) 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 the fair-value accounting provisions permitted under SFAS 155 (ASC 815-15-25) and SFAS 156 (ASC 860-50-35) for certain assets and liabilities. In accordance with SFAS 155 (ASC 815-15-25), which was primarily adopted on a prospective basis, 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 (ASC 815-15-25) was adoptedfair value elections were made is presented in Note 1716 to the Consolidated Financial Statements.

        SFAS 156 (ASC 860-50-35) 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 ContentsMSRs.

        The following table presents, as of June 30, 2010 and December 31, 2009, the fair value of those positions selected for fair-value accounting, in accordance with SFAS 159 (ASC 825-10), SFAS 156 (ASC 860-50-35), and SFAS 155 (ASC 815-15-25), as well as the changes in fair value for the six months ended June 30, 20092010 and June 30, 2008.2009:

 
 Fair Value at Changes in fair value gains
(losses) for six months ended
June 30,
 
In millions of dollars June 30,
2009
 December 31,
2008
 2009 2008(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) $73,755 $70,305 $(1,256)$120 
          
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    36  (2)
 Certain credit products  15,101  16,254  3,963  (1,172)
 Certain hybrid financial instruments  11  33    3 
 Retained interests from asset securitizations  2,285  3,026  1,279  307 
          
Total trading account assets $17,400 $19,313 $5,278 $(877)
          
Investments:             
 Certain investments in private equity and real estate ventures $387 $469 $(44)$(12)
 Other  230  295  (85) (20)
          
Total investments $617 $764 $(129)$(32)
          
Loans:             
 Certain credit products $1,373 $2,315 $8 $(11)
 Certain mortgage loans  32  36  (4) (8)
 Certain hybrid financial instruments  426  381  (37) (23)
          
Total loans $1,831 $2,732 $(33)$(42)
          
Other assets:             
 Mortgage servicing rights $6,770 $5,657 $1,440 $964 
 Certain mortgage loans  8,115  4,273  27  (48)
 Certain equity method investments  764  936  94  (110)
          
Total other assets $15,649 $10,866 $1,561 $806 
          
Total $109,252 $103,980 $5,421 $(25)
          
Liabilities             
Interest-bearing deposits:             
 Certain structured liabilities $246 $320 $1 $10 
 Certain hybrid financial instruments  1,861  2,286  (431) 297 
          
Total interest-bearing deposits $2,107 $2,606 $(430)$307 
          
Federal funds purchased and securities loaned or sold under agreements to repurchase             
 Selected portfolios of securities sold under agreements to repurchase, securities loaned(2) $116,133 $138,866 $215 $(10)
          
Trading account liabilities:             
 Selected letters of credit hedged by credit default swaps or participation notes $ $72 $37 $ 
 Certain hybrid financial instruments  5,745  4,679  (772) 1,058 
          
Total trading account liabilities $5,745 $4,751 $(735)$1,058 
          
Short-term borrowings:             
 Certain non-collateralized short-term borrowings $240 $2,303 $73 $9 
 Certain hybrid financial instruments  648  2,112  (27) 69 
 Certain structured liabilities  3  3     
 Certain non-structured liabilities  2,467  13,189  (24)  
          
Total short-term borrowings $3,358 $17,607 $22 $78 
          
Long-term debt:             
 Certain structured liabilities $3,069 $3,083 $81 $230 
 Certain non-structured liabilities  6,164  7,189  101  2,423 
 Certain hybrid financial instruments  15,457  16,991  (222) 713 
          
Total long-term debt $24,690 $27,263 $(40)$3,366 
          
Total $152,033 $191,093 $(968)$4,799 
          

 
 Fair value at Changes in fair value gains
(losses) for the six months ended
June 30,
 
In millions of dollars June 30,
2010
 December 31,
2009(1)
 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)

 $98,099 $87,837 $528 $(1,256)
          

Trading account assets

 $13,329 $16,725 $17 $5,278 
          

Investments

 $437 $574 $(9)$(129)
          

Loans

             
 

Certain corporate loans(3)

 $2,358 $1,405 $(137)$42 
 

Certain consumer loans(3)

  2,620  34  70  (4)
          

Total loans

 $4,978 $1,439 $(67)$38 
          

Other assets

             
 

MSRs

 $4,894 $6,530 $(1,198)$1,440 
 

Certain mortgage loans (HFS)

  3,834  3,338  147  27 
 

Certain equity method investments

  657  598  (31) 94 
          

Total other assets

 $9,385 $10,466 $(1,082)$1,561 
          

Total assets

 $126,228 $117,041 $(613)$5,492 
          

Liabilities

             

Interest-bearing deposits

 $1,387 $1,545 $2 $21 
          

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

             
 

Selected portfolios of securities sold under agreements to repurchase, securities loaned(2)

 $119,282 $104,030 $91 $215 
          

Trading account liabilities

 $4,200 $5,325 $145 $(735)
          

Short-term borrowings

 $1,650 $639 $57 $22 
          

Long-term debt

 $25,858 $25,942 $(3)$(40)
          

Total

 $152,377 $137,481 $292 $(517)
          

(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, "Offsettingrepurchase.

(3)
Includes mortgage loans held by mortgage loan securitization VIEs consolidated upon the adoption of Amounts Related to Certain Repurchase and Reverse Repurchase Agreements" (FIN 41/ASC 210-20-45-11 through 45-17).SFAS 166/167 on January 1, 2010.

Table of Contents

Own-Credit 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 loss of$455 million gain and a $1.608 billion and $228 millionloss for the three months ended June 30, 2010 and 2009, respectively, and June 30, 2008, respectively,a gain of $450 million and a loss of $1.428 billion and a gain of $1.051$1.429 billion for the six months ended June 30, 20092010 and June 30, 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 resulted in a loss of $60 million and a gain of $1.19 billion for the three and six months ended June 30, 2008, respectively.

SFAS 159 The Fair-ValueFair Value Option for Financial Assets and Financial Liabilities (ASC 825-10)

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 (ASC 825-10), 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 Kingdomcertain 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-value option was also elected prospectively on broker-dealer entities in the second quarter of 2007 for certain portfolios of fixed-income securities lendingUnited States, United Kingdom 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-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 $2$1.8 billion as of June 30, 20092010 and $1.4 billion as of 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 June 30, 20092010 and December 31, 2008.2009.

        These items have been classified 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 loans and other 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:value at June 30, 2010 and December 31, 2009:

 
 June 30, 2009 December 31, 2008 
In millions of dollars Trading
assets
 Loans Trading
assets
 Loans 
Carrying amount reported on the Consolidated Balance Sheet $15,101 $1,373 $16,254 $2,315 
Aggregate unpaid principal balance in excess of fair value $2,967 $(12)$6,501 $3 
Balance of non-accrual loans or loans more than 90 days past due $692 $1,097 $77 $1,113 
Aggregate unpaid principal balance in excess of fair value for non-accrual loans or loans more than 90 days past due $480 $(1)$190 $(4)
          

 
 June 30, 2010 December 31, 2009 
In millions of dollars Trading
assets
 Loans Trading
assets
 Loans 

Carrying amount reported on the Consolidated Balance Sheet

 $13,299 $1,258 $14,338 $945 

Aggregate unpaid principal balance in excess of fair value

  697  (62) 390  (44)

Balance of non-accrual loans or loans more than 90 days past due

  220    312   

Aggregate unpaid principal balance in excess of fair value for non-accrual loans or loans more than 90 days past due

  270    267   
          

        In addition to the amounts reported above, $200$416 million and $72$200 million of unfunded loan commitments related to certain credit products selected for fair-valuefair value accounting werewas outstanding as of June 30, 20092010 and December 31, 2008,2009, respectively.

        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 on tradingTrading account assets or loansloan interest depending on theirthe balance sheet classifications.classifications of the credit products. The changes in fair value for the six months ended June 30, 20092010 and 20082009 due to instrument-specific credit risk totaled to a gain of $27 million and a loss of $48 million and $25 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-valuefair value option for certain of these ventures, because such investments are considered similar to many private equity or hedge fund activities in ourCiti's investment companies, which are reported at fair value. The fair-valuefair value option brings consistency in the accounting and evaluation of certain of these investments. As required by SFAS 159 (ASC 825-10), allAll 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 underwhich the equity method. The Company elected fair-valuefair 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-valuefair 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 fair value exceeds the aggregate unpaid principal balance of such instruments by $13 million as of June 30, 2009 and the aggregate unpaid principal balance exceeded the aggregate fair value by $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 $0.4 million as of June 30, 2009 and the aggregate fair value exceeded 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 fair value exceeded the aggregate unpaid principal balance of such instruments by $449 million and the aggregate unpaid principal balance exceeded the aggregate fair value by $97 million as of June 30, 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.


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Certain mortgage loans (HFS)

        Citigroup has elected the fair-valuefair value option for certain purchased and originated prime fixed-rate and conforming adjustable-rate first mortgage loans held-for-sale.HFS. These loans are intended for sale or securitization and are hedged with derivative instruments. The Company has elected the fair-valuefair 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 HFS carried at fair value:value at June 30, 2010 and December 31, 2009:

In millions of dollars June 30,
2009
 December 31,
2008
 
Carrying amount reported on the Consolidated Balance Sheet $8,115 $4,273 
Aggregate fair value in excess of unpaid principal balance $84 $138 
Balance of non-accrual loans or loans more than 90 days past due $7 $9 
Aggregate unpaid principal balance in excess of fair value for non-accrual loans or loans more than 90 days past due $4 $2 
      

In millions of dollars June 30, 2010 December 31, 2009 

Carrying amount reported on the Consolidated Balance Sheet

 $3,834 $3,338 

Aggregate fair value in excess of unpaid principal balance

  172  55 

Balance of non-accrual loans or loans more than 90 days past due

  2  4 

Aggregate unpaid principal balance in excess of fair value for non-accrual loans or loans more than 90 days past due

    3 
      

        The changes in fair values of these mortgage loans isare reported inOther revenue in the Company's Consolidated Statement of Income. The changes in fair value during the six months ended June 30, 20092010 and June 30, 20082009 due to instrument-specific credit risk resulted in a $10$3 million loss and $24$10 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 (ASC 815-15-25) and SFAS 156 (ASC 860-50-35)

Certain hybrid financial instrumentsConsolidated VIEs

        The Company has elected to apply fair-value accounting under SFAS 155 (ASC 815-15-25)the fair value option for certain hybrid financialall qualified 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,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 has elected fair-value accounting under SFAS 155 (ASC 815-15-25)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 residual interests retainedthe 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 securitizing certain financial assets.

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 Company has elected fair-value accounting for these instruments because these exposures are considered to be trading-related positions and, therefore, are managed on a fair-value basis. In addition, the accounting for these instrumentsfair value of mortgage loans of each VIE is simplified under a fair-value approach as it eliminates the complicated operational requirements of bifurcating the embedded derivativesderived from the host contracts and accounting for each separately. The hybrid financial instrumentssecurity pricing. When substantially all of the long-term debt of a VIE is valued using Level 2 inputs, the corresponding mortgage loans are classified asTrading account assets, Loans,Deposits,Trading account liabilities (for prepaid derivatives),Short-term borrowings orLong-Term Debt on Level 2. Otherwise, the Company's Consolidated Balance Sheet according to their legal form, while residual interests in certain securitizationsmortgage loans of a VIE are classified asTrading account assets. Level 3.

        For hybrid financial instrumentsWith respect to the consolidated mortgage VIEs for which fair-value accounting has been elected under SFAS 155 (ASC 815-15-25) and that are classified asLong-term debt, the aggregate unpaid principal exceeds the aggregate fair value by $395 million and $1.9 billion as of June 30, 2009 and December 31, 2008, respectively. The difference for those instrumentsoption was elected, the mortgage loans are classified asLoans is immaterial.

        Changeson Citigroup's Consolidated Balance Sheet. The changes in fair value for hybrid financial instruments, which in most cases includes a component for accrued interest,of the loans are recorded inreported asPrincipal transactionsOther revenue in the Company's Consolidated Statement of Income. Interest accruals for certain hybrid instruments classified as trading assets are recorded separately fromRelated interest revenue is measured based on the change in fair valuecontractual interest rates and reported asInterest revenue in the Company's Consolidated Statement of Income. Information about these mortgage loans is included in the table below. The change in fair value of these loans due to instrument-specific credit risk was a loss of $180 million for the three months ended June 30, 2010.


Table        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 Contentsthese 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 $1.6 billion as of June 30, 2010.

        The following table provides information about corporate and consumer loans of consolidated VIEs carried at fair value:

 
 June 30, 2010 
In millions of dollars Corporate
Loans
 Consumer
Loans
 

Carrying amount reported on the Consolidated Balance Sheet

 $680 $2,590 

Aggregate unpaid principal balance in excess of fair value

  495  973 

Balance of non-accrual loans or loans more than 90 days past due

  95  269 

Aggregate unpaid principal balance in excess of fair value for non-accrual loans or loans more than 90 days past due

  148  261 
      

Mortgage servicing rights

        The Company accounts for mortgage servicing rights (MSRs) at fair value in accordance with SFAS 156 (ASC 860-50-35).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 $6.8$4.894 billion and $5.7$6.530 billion as of June 30, 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 feesOther 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, currency, equity, referenced credit or commodity 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.

        The change in fair value for these structured liabilities is reported inPrincipal transactions in the Company's Consolidated Statement of Income. Changes in fair value for structured debt with embedded equity, referenced credit or commodity underlyings includes an economic component for accrued interest. For structured debt that contains embedded interest rate, inflation or currency risks, related interest expense is measured based on the contracted 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. 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.

        The following table provides information about long-term debt, excluding the debt issued by the consolidated VIEs, carried at fair value at June 30, 2010 and December 31, 2009:

In millions of dollars June 30, 2010 December 31, 2009 

Carrying amount reported on the Consolidated Balance Sheet

 $20,440 $25,942 

Aggregate unpaid principal balance in excess of fair value

  2,815  3,399 

        The following table provides information about short-term borrowings carried at fair value:

In millions of dollars June 30, 2010 December 31, 2009 

Carrying amount reported on the Consolidated Balance Sheet

 $1,650 $639 

Aggregate unpaid principal balance in excess of fair value

  155  53 

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19.18.   FAIR VALUE OF FINANCIAL INSTRUMENTS (SFAS 107/ASC 825-10-50)

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, under SFAS 155(ASC 815-15-25) or SFAS 159(ASC 825-10), 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, under SFAS 155(ASC 815-15-25) or SFAS 159(ASC 825-10), 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 collectibility,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 under SFAS 155(ASC 815-15-25) or SFAS 159(ASC 825-10) and without quoted market prices, market borrowing rates of interest are used to discount contractual cash flows.

 
 June 30, 2009 December 31, 2008 
In billions of dollars Carrying
value
 Estimated
fair value
 Carrying
value
 Estimated
fair value
 

Assets

             

Investments

 $266.8 $261.6 $256.0 $251.9 

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

  179.5  179.5  184.1  184.1 

Trading account assets

  325.0  325.0  377.6  377.6 

Loans(1)

  602.6  601.3  660.9  642.7 

Other financial assets(2)

  314.4  314.4  316.6  316.6 
          

 
 June 30, 2010 December 31, 2009 
In billions of dollars Carrying
value
 Estimated
fair value
 Carrying
value
 Estimated
fair value
 

Assets

             

Investments

 $317.1 $317.6 $306.1 $307.6 

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

  230.8  230.8  222.0  222.0 

Trading account assets

  309.4  309.4  342.8  342.8 

Loans(1)

  643.5  632.5  552.5  542.8 

Other financial assets(2)

  286.6  286.6  290.9  290.9 
          

 

 
 June 30, 2009 December 31, 2008 
In billions of dollars Carrying
value
 Estimated
fair value
 Carrying
value
 Estimated
fair value
 

Liabilities

             

Deposits

 $804.7 $803.5 $774.2 $772.9 

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

  172.0  172.0  205.3  205.3 

Trading account liabilities

  119.3  119.3  167.5  167.5 

Long-term debt

  348.0  315.5  359.6  317.1 

Other financial liabilities(3)

  203.7  203.7  253.9  253.9 
          

 
 June 30, 2010 December 31, 2009 
In billions of dollars Carrying
value
 Estimated
fair value
 Carrying
value
 Estimated
fair value
 

Liabilities

             

Deposits

 $814.0 $812.2 $835.9 $834.5 

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

  196.1  196.1  154.3  154.3 

Trading account liabilities

  131.0  131.0  137.5  137.5 

Long-term debt

  413.3  408.8  364.0  354.8 

Other financial liabilities(3)

  192.6  192.6  175.8  175.8 
          

(1)
The carrying value of loans is net of theAllowance for loan losses of $35.9$46.2 billion and $36.0 billion for June 30, 20092010 and $29.6 billion for December 31, 2008.2009, respectively. In addition, the carrying values exclude $3.2$2.5 billion and $3.7$2.9 billion of lease finance receivables at June 30, 20092010 and December 31, 2008,2009, respectively.

(2)
Includes cash and due from banks, deposits with banks, brokerage receivables, reinsurance recoverable, mortgage servicing rights,MSRs, 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 Liabilitiesliabilities 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 $1.3$11.0 billion and $18.2$9.7 billion at June 30, 20092010 and December 31, 2008,2009, respectively. At June 30, 2009, the carrying values net of the allowance exceeded estimated fair value for consumer loans by $2.1 billion, and the estimated fair values exceeded2010, the carrying values, net of allowances, exceeded the estimated values by $0.8$9.1 billion and $1.9 billion for consumer loans and corporate loans.loans, respectively.

        Citigroup has determined that it isThe estimated fair values of the Company's corporate unfunded lending commitments at June 30, 2010 and December 31, 2009 were $5.4 billion and $5.0 billion, respectively. The Company does not practicable to estimate the fair value on an ongoing basisvalues of consumer unfunded lending commitments, which are generally cancellable by providing notice to the loss sharing program with the United States Government because the program is a unique contract tailored to fit the specific portfolio of assets held by Citigroup, contains various public policy and other non-financial elements, and provides a significant Tier 1 Capital benefit.borrower.


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20.19.   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/ASC 460-10), provides initial measurement and disclosure guidance in accounting for guarantees. FIN 45(ASC 460-10) 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 June 30, 20092010 and December 31, 2008:2009:

 
 Maximum potential amount of future payments  
 
In billions of dollars at June 30,
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

 $52.2 $50.6 $102.8 $297.9 

Performance guarantees

  9.7  5.6  15.3  31.2 

Derivative instruments considered to be guarantees

  9.1  3.1  12.2  1,393.4 

Loans sold with recourse

    0.3  0.3  55.2 

Securities lending indemnifications(1)

  55.3    55.3   

Credit card merchant processing(1)

  54.2    54.2   

Custody indemnifications and other

    25.2  25.2  152.8 
          

Total

 $180.5 $84.8 $265.3 $1,930.5 
          


 
 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 June 30,
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

 $35.8 $49.0 $84.8 $280.6 

Performance guarantees

  8.6  4.3  12.9  27.5 

Derivative instruments considered to be guarantees

  3.0  4.3  7.3  954.9 

Loans sold with recourse

    0.3  0.3  75.0 

Securities lending indemnifications(1)

  68.9    68.9   

Credit card merchant processing(1)

  61.1    61.1   

Custody indemnifications and other

    35.2  35.2  275.7 
          

Total

 $177.4 $93.1 $270.5 $1,613.7 
          

(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.

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


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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.presentation, as they are disclosed separately in Note 15. 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. The Company's credit derivative portfolio as protection seller (guarantor) is presented in Note 16 to the Consolidated Financial Statements, "Derivative Activities."

        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, was $300 million. No such guarantees were outstanding at June 30, 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 June 30, 20092010 and


December 31, 2008,2009, this maximum potential exposure was estimated to be $54$61 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 June 30, 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.


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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 June 30, 2010 and December 31, 2009, the carrying value of the reserveaccrual was $153 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 June 30, 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 June 30, 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(ASC 460-10-15-7),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 June 30, 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 $3.8 billion and $3.3 billion at June 30, 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 June 30, 2010 and December 31, 2009 related to this indemnification.


        At June 30, 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 $1.9$1.6 billion and $1.8$1.2 billion, respectively. The carrying value of derivative instruments is included in eitherTrading account 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 June 30, 20092010 and December 31, 2008,2009,Other liabilities on the Consolidated Balance Sheet include an allowance for credit losses of $1,082 million$1.054 billion and $887 million$1.122 billion 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 $33 billion and $31 billion at June 30, 2009 as well as2010 and December 31, 2008.2009, respectively. Securities and other marketable assets held as collateral amounted to $31$45 billion and $27$43 billion, at June 30, 2009 and December 31, 2008, respectively, the majority of which collateral is held to reimburse losses realized under securities lending indemnifications. Additionally, letters of credit in favor of the Company held as collateral amounted to $700 million and $503 million$1.6 billion at June 30, 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


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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 June 30, 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 June 30, 2009 Investment
grade
 Non-investment
grade
 Not rated Total 

Financial standby letters of credit

 $45.9 $18.6 $38.3 $102.8 

Performance guarantees

  7.8  2.9  4.6  15.3 

Derivative instruments deemed to be guarantees

      12.2  12.2 

Loans sold with recourse

      0.3  0.3 

Securities lending indemnifications

      55.3  55.3 

Credit card merchant processing

      54.2  54.2 

Custody indemnifications and other

  20.8  4.4    25.2 
          

Total

 $74.5 $25.9 $164.9 $265.3 
          

 
 Maximum potential amount of future payments 
In billions of dollars as of June 30, 2010 Investment
grade
 Non-investment
grade
 Not rated Total 

Financial standby letters of credit

 $47.7 $14.3 $22.8 $84.8 

Performance guarantees

  6.4  3.6  2.9  12.9 

Derivative instruments deemed to be guarantees

      7.3  7.3 

Loans sold with recourse

      0.3  0.3 

Securities lending indemnifications

      68.9  68.9 

Credit card merchant processing

      61.1  61.1 

Custody indemnifications and other

  29.2  6.0    35.2 
          

Total

 $83.3 $23.9 $163.3 $270.5 
          

 

 
 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 
          

 
 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 
          

TableCredit Commitments and Lines of Contents

Credit Commitments

        The table below summarizes Citigroup's othercredit commitments as of June 30, 20092010 and December 31, 2008.2009:

In millions of dollars U.S. Outside of
U.S.
 June 30,
2009
 December 31,
2008
 

Commercial and similar letters of credit

 $1,833 $5,975 $7,808 $8,215 

One- to four-family residential mortgages

  1,083  247  1,330  937 

Revolving open-end loans secured by one- to four-family residential properties

  23,513  2,850  26,363  25,212 

Commercial real estate, construction and land development

  1,326  570  1,896  2,702 

Credit card lines

  738,176  134,867  873,043  1,002,437 

Commercial and other consumer loan commitments

  182,209  85,005  267,214  309,997 
          

Total

 $948,140 $229,514 $1,177,654 $1,349,500 
          

In millions of dollars U.S. Outside of
U.S.
 June 30,
2010
 December 31,
2009
 

Commercial and similar letters of credit

 $1,484 $6,930 $8,414 $7,211 

One- to four-family residential mortgages

  1,026  315  1,341  1,070 

Revolving open-end loans secured by one- to four-family residential properties

  19,240  2,717  21,957  23,916 

Commercial real estate, construction and land development

  1,872  316  2,188  1,704 

Credit card lines

  596,701  123,501  720,202  785,495 

Commercial and other consumer loan commitments

  118,533  79,290  197,823  257,342 
          

Total

 $738,856 $213,069 $951,925 $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 $122$79 billion and $140$126 billion with an original maturity of less than one year at June 30, 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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21.20.   CONTINGENCIES

        The CompanyIn accordance with ASC 450 (formerly SFAS 5), Citigroup establishes accruals for litigation and regulatory matters when it is probable that a defendantloss has been incurred and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in numerous lawsuits and other 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, incidental to and typicalparticularly 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 at this time estimate the possible loss or range of loss, if any, in excess of the businesses in which they are engaged. Inamounts accrued for these matters or predict the timing of their eventual resolution, and the actual costs of resolving litigation and regulatory matters may be substantially higher or lower than the amounts accrued for those matters.

        Subject to the foregoing, 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 proceedingsmatters 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 beinherent unpredictability of litigation and the substantial or indeterminate amounts sought in certain of these 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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22.
21.    CITIBANK, N.A. STOCKHOLDER'S EQUITY

Statement of Changes in Stockholder's Equity (Unaudited)

 
 Six Months Ended
June 30,
 
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  27,481  55 
 Employee benefit plans  15  100 
      
Balance, end of period $102,263 $69,290 
      
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)  (1,477) (1,803)
Dividends paid  3  (27)
Other(2)  117   
      
Balance, end of period $20,780 $30,085 
      
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  1,731  (2,234)
Net change in FX translation adjustment, net of taxes  (164) 527 
Net change in cash flow hedges, net of taxes  737  (402)
Pension liability adjustment, net of taxes  29  65 
      
Net change in Accumulated other comprehensive income (loss) $2,333 $(2,044)
      
Balance, end of period $(13,964)$(4,539)
      
Total Citibank common stockholder's equity and total Citibank stockholder's equity $109,830 $95,587 
      
Noncontrolling interest       
Balance, beginning of period $1,082 $1,266 
Net income attributable to noncontrolling interest shareholders  23  56 
Dividends paid to noncontrolling interest shareholders  (16) (11)
Accumulated other comprehensive income—Net change in unrealized gains and losses on investments securities, net of tax  1  (12)
Accumulated other comprehensive income—Net change in FX translation adjustment, net of tax  (40) 126 
All other  (153) (10)
      
Net change in noncontrolling interest $(185)$149 
      
Balance, end of period $897 $1,415 
      
Total equity $110,727 $97,002 
      
Comprehensive income (loss)       
Net income (loss) before attribution of noncontrolling interest $(1,454)$(1,747)
Net change in Accumulated other comprehensive income (loss)  2,294  (1,930)
      
Total comprehensive income (loss) $840 $(3,677)
Comprehensive income attributable to the noncontrolling interest  (16) 170 
      
Comprehensive income attributable to Citibank $856 $(3,847)
      

 
 Citibank, N.A. and Subsidiaries 
 
 Six Months Ended June 30, 
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

  810  27,481 

Employee benefit plans

  366  15 
      

Balance, end of period

 $109,099 $102,263 
      

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

  4,920  (1,477)

Dividends(3)

  9  3 

Other(4)

    117 
      

Balance, end of period

 $23,975 $20,780 
      

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

  1,787  1,731 

Net change in foreign currency translation adjustment, net of taxes

  (2,708) (164)

Net change in cash flow hedges, net of taxes

  226  737 

Pension liability adjustment, net of taxes

    29 
      

Net change in accumulated other comprehensive income (loss)

 $(695)$2,333 
      

Balance, end of period

 $(12,227)$(13,964)
      

Total Citibank stockholder's equity

 $121,598 $109,830 
      

Noncontrolling interest

       

Balance, beginning of period

 $1,294 $1,082 

Initial origination of a noncontrolling interest

  (75)  

Transactions between noncontrolling interest and the related consolidating subsidiary

  (1)  

Net income attributable to noncontrolling interest shareholders

  48  23 

Dividends paid to noncontrolling interest shareholders

  (1) (16)

Accumulated other comprehensive income—Net change in unrealized gains and losses on investment securities, net of tax

  6  1 

Accumulated other comprehensive income—Net change in FX translation adjustment, net of tax

  (105) (40)

All other

  (42) (153)
      

Net change in noncontrolling interest

 $(170)$(185)
      

Balance, end of period

 $1,124 $897 
      

Total equity

 $122,722 $110,727 
      

Comprehensive income (loss)

       

Net income (loss) before attribution of noncontrolling interest

 $4,968 $(1,454)

Net change in accumulated other comprehensive income (loss)

  (794) 2,294 
      

Total comprehensive income (loss)

 $4,174 $840 

Comprehensive income attributable to the noncontrolling interest

  (51) (16)
      

Comprehensive income attributable to Citibank

 $4,225 $856 
      

(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 (ASC 320-10-65-1)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.

(2)(3)
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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23.
22.    SUBSEQUENT EVENTS

Public and Private Exchange Offers

        On July 23, 2009 and July 29, 2009, Citigroup closed its exchange offers with the private and public holders of preferred stock and trust preferred securities, as applicable ($32.8 billion in aggregate liquidation value). In connection with these exchanges, the U.S. Treasury also exchanged $25 billion of aggregate liquidation value of its preferred stock, for a total exchange of $57.8 billion.

Sale of Nikko Asset Management

        On July 30, 2009, Citigroup entered into a definitive agreement to sell its entire ownership interest in Nikko Asset Management to The Sumitomo Trust and Banking Co., Ltd. for an all cash consideration of approximately $795 million (¥75.6 billion). The sale is expected to close in the fourth quarter of 2009, subject to regulatory approvals and customary closing conditions, and is not expected to have a material impact on Citi's net income.

        As required by SFAS 165,Subsequent Events, the Company has evaluated subsequent events through August 7, 2009,6, 2010, which is the date its Consolidated Financial Statements were issued.

24.
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 First Capital Corporation (described below).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 (described above).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.


Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF INCOMECondensed Consolidating Statements of Income

 
 Three Months Ended June 30, 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 $16 $ $ $ $ $ $(16)$ 
                  
Interest revenue $57 $1,930 $1 $1,573 $1,795 $15,888 $(1,573)$19,671 
Interest revenue—intercompany  554  1,461  1,030  (1,653) 113  (3,158) 1,653   
Interest expense  1,988  725  449  21  117  3,563  (21) 6,842 
Interest expense—intercompany  (294) 701  260  (1,111) 395  (1,062) 1,111   
                  
Net interest revenue $(1,083)$1,965 $322 $1,010 $1,396 $10,229 $(1,010)$12,829 
                  
Commissions and fees $ $1,829 $ $11 $29 $3,579 $(11)$5,437 
Commissions and fees—intercompany    26    16  23  (49) (16)  
Principal transactions  474  575  (1,245)   2  627    433 
Principal transactions—intercompany  (364) 772  614    (76) (946)    
Other income  1,150  11,918  115  107  199  (2,112) (107) 11,270 
Other income—intercompany  (2,022) (53) (91) 2  8  2,158  (2)  
                  
Total non-interest revenues $(762)$15,067 $(607)$136 $185 $3,257 $(136)$17,140 
                  
Total revenues, net of interest expense $(1,829)$17,032 $(285)$1,146 $1,581 $13,486 $(1,162)$29,969 
                  
Provisions for credit losses and for benefits and claims $ $14 $ $982 $1,118 $11,544 $(982)$12,676 
                  
Expenses                         
Compensation and benefits $5 $1,816 $ $139 $187 $4,351 $(139)$6,359 
Compensation and benefits—intercompany  1  142    71  34  (177) (71)  
Other expense  180  669    80  115  4,676  (80) 5,640 
Other expense—intercompany  (12) 334  2  107  152  (476) (107)  
                  
Total operating expenses $174 $2,961 $2 $397 $488 $8,374 $(397)$11,999 
                  
Income (Loss) before taxes and equity in undistributed income of subsidiaries $(2,003)$14,057 $(287)$(233)$(25)$(6,432)$217 $5,294 
Income taxes (benefits)  (1,696) 5,472  (117) (89) (17) (2,735) 89  907 
Equities in undistributed income of subsidiaries  4,586            (4,586)  
                  
Income (Loss) from continuing operations $4,279 $8,585 $(170)$(144)$(8)$(3,697)$(4,458)$4,387 
Income from discontinued operations, net of taxes            (142)   (142)
                  
Net income (Loss) before attribution of Noncontrolling Interests $4,279 $8,585 $(170)$(144)$(8)$(3,839)$(4,458)$4,245 
                  
Net Income (Loss) attributable to Noncontrolling Interests    (50)       16    (34)
                  
Citigroup's Net Income (Loss) $4,279 $8,635 $(170)$(144)$(8)$(3,855)$(4,458)$4,279 
                  

 
 Three Months Ended June 30, 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

 $8,827 $ $ $ $ $ $(8,827)$ 

Interest revenue

  68 $1,561 $ $1,329 $1,523 $17,266 $(1,329)$20,418 

Interest revenue—intercompany

  539  431  813  20  95  (1,878) (20)  

Interest expense

  2,163  575  467  23  53  3,121  (23) 6,379 

Interest expense—intercompany

  (206) 410  74  508  332  (610) (508)  
                  

Net interest revenue

 $(1,350)$1,007 $272 $818 $1,233 $12,877 $(818)$14,039 
                  

Commissions and fees

 $ $925 $ $12 $42 $2,262 $(12)$3,229 

Commissions and fees—intercompany

    23    37  42  (65) (37)  

Principal transactions

  48  2,226  212    (4) (265)   2,217 

Principal transactions—intercompany

  1  (1,277) 116    (105) 1,265     

Other income

  (1,357) 49  200  111  232  3,462  (111) 2,586 

Other income—intercompany

  1,330  (25) (218) (1) 7  (1,094) 1   
                  

Total non-interest revenues

 $22 $1,921 $310 $159 $214 $5,565 $(159)$8,032 
                  

Total revenues, net of interest expense

 $7,499 $2,928 $582 $977 $1,447 $18,442 $(9,804)$22,071 
                  

Provisions for credit losses and for benefits and claims

 $ $23 $ $618 $702 $5,940 $(618)$6,665 
                  

Expenses

                         

Compensation and benefits

 $(2)$1,367 $ $158 $209 $4,387 $(158)$5,961 

Compensation and benefits—intercompany

  1  52    33  33  (86) (33)  

Other expense

  65  1,023    123  167  4,650  (123) 5,905 

Other expense—intercompany

  91  (49) 2  141  153  (197) (141)  
                  

Total operating expenses

 $155 $2,393 $2 $455 $562 $8,754 $(455)$11,866 
                  

Income (loss) before taxes and equity in undistributed income of subsidiaries

 $7,344 $512 $580 $(96)$183 $3,748 $(8,731)$3,540 

Income taxes (benefits)

  (406) 165  199  (30) 47  807  30  812 

Equities in undistributed income of subsidiaries

  (5,053)           5,053   
                  

Income (loss) from continuing operations

 $2,697 $347 $381 $(66)$136 $2,941 $(3,708)$2,728 

Income (loss) from discontinued operations, net of taxes

            (3)   (3)
                  

Net income (loss) before attrition of noncontrolling interest

 $2,697 $347 $381 $(66)$136 $2,938 $(3,708)$2,725 
                  

Net income (loss) attributable to noncontrolling interests

    2        26    28 
                  

Citigroup's net income (loss)

 $2,697 $345 $381 $(66)$136 $2,912 $(3,708)$2,697 
                  

Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF INCOMECondensed Consolidating Statements of Income

 
 Six Months Ended June 30, 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 $35 $ $ $ $ $ $(35)$ 
                  
Interest revenue $177 $4,199 $1 $3,206 $3,659 $32,218 $(3,206)$40,254 
Interest revenue—intercompany  1,356  2,169  2,090  (1,643) 229  (5,844) 1,643   
Interest expense  4,212  1,416  965  46  219  7,687  (46) 14,499 
Interest expense—intercompany  (530) 1,800  439  (535) 865  (2,574) 535   
                  
Net interest revenue $(2,149)$3,152 $687 $2,052 $2,804 $21,261 $(2,052)$25,755 
                  
Commissions and fees $ $3,482 $ $22 $59 $6,064 $(22)$9,605 
Commissions and fees—intercompany    59    35  44  (103) (35)  
Principal transactions  117  (1,129) (259)     5,374    4,103 
Principal transactions—intercompany  (221) 3,910  (59)   (86) (3,544)    
Other income  4,672  12,620  75  209  347  (2,687) (209) 15,027 
Other income—intercompany  (4,391) (35) (61) 2  32  4,455  (2)  
                  
Total non-interest revenues $177 $18,907 $(304)$268 $396 $9,559 $(268)$28,735 
                  
Total revenues, net of interest expense $(1,937)$22,059 $383 $2,320 $3,200 $30,820 $(2,355)$54,490 
                  
Provisions for credit losses and for benefits and claims $ $38 $ $1,938 $2,169 $20,776 $(1,938)$22,983 
                  
Expenses                         
Compensation and benefits $(45)$3,673 $ $259 $335 $8,631 $(259)$12,594 
Compensation and benefits—intercompany  3  335    71  71  (409) (71)  
Other expense  408  1,328  1  189  262  9,091  (189) 11,090 
Other expense—intercompany  97  340  5  273  305  (747) (273)  
                  
Total operating expenses $463 $5,676 $6 $792 $973 $16,566 $(792)$23,684 
                  
Income (Loss) before taxes and equity in undistributed income of subsidiaries $(2,400)$16,345 $377 $(410)$58 $(6,522)$375 $7,823 
Income taxes (benefits)  (1,045) 6,164  115  (148) 15  (3,507) 148  1,742 
Equities in undistributed income of subsidiaries  7,227            (7,227)  
                  
Income (Loss) from continuing operations $5,872 $10,181 $262 $(262)$43 $(3,015)$(7,000)$6,081 
Income from discontinued operations, net of taxes            (259)   (259)
                  
Net income (Loss) before attribution of Noncontrolling Interests $5,872 $10,181 $262 $(262)$43 $(3,274)$(7,000)$5,822 
                  
Net Income (Loss) attributable to Noncontrolling Interests    (51)       1    (50)
                  
Citigroup's Net Income (Loss) $5,872 $10,232 $262 $(262)$43 $(3,275)$(7,000)$5,872 
                  

 
 Six Months Ended June 30, 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

 $11,604 $ $ $ $ $ $(11,604)$ 

Interest revenue

 $143 $3,051 $ $2,728 $3,129 $34,947 $(2,728)$41,270 

Interest revenue—intercompany

  1,047  996  1,637  40  191  (3,871) (40)  

Interest expense

  4,351  1,097  1,266  47  147  5,809  (47) 12,670 

Interest expense—intercompany

  (405) 1,076  (208) 1,025  640  (1,103) (1,025)  
                  

Net interest revenue

 $(2,756)$1,874 $579 $1,696 $2,533 $26,370 $(1,696)$28,600 
                  

Commissions and fees

 $ $2,212 $ $23 $75 $4,587 $(23)$6,874 

Commissions and fees—intercompany

    81    77  86  (167) (77)  

Principal transactions

  (69) 6,047  501    (6) (103)   6,370 

Principal transactions—intercompany

  (3)$(2,945) (157)   (123) 3,228     

Other income

  (338) 401    214  373  5,212  (214) 5,648 

Other income—intercompany

  505  5      16  (526)    
                  

Total non-interest revenues

 $95 $5,801 $344 $314 $421 $12,231 $(314)$18,892 
                  

Total revenues, net of interest expense

 $8,943 $7,675 $923 $2,010 $2,954 $38,601 $(13,614)$47,492 
                  

Provisions for credit losses and for benefits and claims

 $ $27 $ $1,303 $1,452 $13,804 $(1,303)$15,283 
                  

Expenses

                         

Compensation and benefits

 $100 $2,863 $ $284 $389 $8,771 $(284)$12,123 

Compensation and benefits—intercompany

  3  106    67  67  (176) (67)  

Other expense

  205  1,517    235  319  9,220  (235) 11,261 

Other expense—intercompany

  155  192  4  320  340  (691) (320)  
                  

Total operating expenses

 $463 $4,678 $4 $906 $1,115 $17,124 $(906)$23,384 
                  

Income (loss) before taxes and equity in undistributed income of subsidiaries

 $8,480 $2,970 $919 $(199)$387 $7,673 $(11,405)$8,825 

Income taxes (benefits)

  (1,476) 985  318  (72) 114  1,907  72  1,848 

Equities in undistributed income of subsidiaries

  (2,831)           2,831   
                  

Income (loss) from continuing operations

 $7,125 $1,985 $601 $(127)$273 $5,766 $(8,646)$6,977 

Income (loss) from discontinued operations, net of taxes

            208    208 
                  

Net income (loss) before attrition of noncontrolling interest

 $7,125 $1,985 $601 $(127)$273 $5,974 $(8,646)$7,185 
                  

Net income (loss) attributable to noncontrolling interests

    16        44    60 
                  

Citigroup's net income (loss)

 $7,125 $1,969 $601 $(127)$273 $5,930 $(8,646)$7,125 
                  

Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF INCOMECondensed Consolidating Statements of Income

 
 Three Months Ended June 30, 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 $82 $ $ $ $ $ $(82)$ 
                  
Interest revenue $184 $4,960 $1 $1,816 $2,102 $20,090 $(1,816)$27,337 
Interest revenue—intercompany  1,104  554  1,230  25  143  (3,031) (25)  
Interest expense  2,308  3,273  849  34  162  6,759  (34) 13,351 
Interest expense—intercompany  (114) 1,020  79  608  468  (1,453) (608)  
                  
Net interest revenue $(906)$1,221 $303 $1,199 $1,615 $11,753 $(1,199)$13,986 
                  
Commissions and fees $ $2,307 $1 $21 $45 $3,446 $(21)$5,799 
Commissions and fees—intercompany  (336) 360    8  10  (34) (8)  
Principal transactions  (456) (9,514) 469    4  3,695    (5,802)
Principal transactions—intercompany  64  5,404  (523)   (33) (4,912)    
Other income  1,867  1,050  151  112  157  330  (112) 3,555 
Other income—intercompany  (1,545) 44  (134) 6  49  1,586  (6)  
                  
Total non-interest revenues $(406)$(349)$(36)$147 $232 $4,111 $(147)$3,552 
                  
Total revenues, net of interest expense $(1,230)$872 $267 $1,346 $1,847 $15,864 $(1,428)$17,538 
                  
Provisions for credit losses and for benefits and claims $ $284 $ $769 $861 $5,955 $(769)$7,100 
                  
Expenses                         
Compensation and benefits $(42)$2,680 $ $173 $241 $5,813 $(173)$8,692 
Compensation and benefits—intercompany  2  231    50  50  (283) (50)  
Other expense  67  964  1  132  175  5,315  (132) 6,522 
Other expense—intercompany  112  502  31  81  101  (746) (81)  
                  
Total operating expenses $139 $4,377 $32 $436 $567 $10,099 $(436)$15,214 
                  
Income (Loss) before taxes and equity in undistributed income of subsidiaries $(1,369)$(3,789)$235 $141 $419 $(190)$(223)$(4,776)
Income taxes (benefits)  (338) (1,636) 80  56  147  (700) (56) (2,447)
Equities in undistributed income of subsidiaries  (1,464)           1,464   
                  
Income (Loss) from continuing operations $(2,495)$(2,153)$155 $85 $272 $510 $1,297 $(2,329)
Income from discontinued operations, net of taxes            (94)   (94)
                  
Net income (Loss) before attribution of Noncontrolling Interests $(2,495)$(2,153)$155 $85 $272 $416 $1,297 $(2,423)
                  
Net Income (Loss) attributable to Noncontrolling Interests            72    72 
                  
Citigroup's Net Income (Loss) $(2,495)$(2,153)$155 $85 $272 $344 $1,297 $(2,495)
                  

 
 Three Months Ended June 30, 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

 $16 $ $ $ $ $ $(16)$ 

Interest revenue

 $57 $1,930 $1 $1,573 $1,795 $15,888 $(1,573)$19,671 

Interest revenue—intercompany

  554  1,461  1,030  (1,653) 113  (3,158) 1,653   

Interest expense

  1,988  725  449  21  117  3,563  (21) 6,842 

Interest expense—intercompany

  (294) 701  260  (1,111) 395  (1,062) 1,111   
                  

Net interest revenue

 $(1,083)$1,965 $322 $1,010 $1,396 $10,229 $(1,010)$12,829 
                  

Commissions and fees

 $ $1,829 $ $11 $29 $2,226 $(11)$4,084 

Commissions and fees—intercompany

    26    16  23  (49) (16)  

Principal transactions

  474  575  (1,245)   2  1,982    1,788 

Principal transactions—intercompany

  (364) 772  614    (76) (946)    

Other income

  1,150  11,918  115  107  199  (2,114) (107) 11,268 

Other income—intercompany

  (2,022) (53) (91) 2  8  2,158  (2)  
                  

Total non-interest revenues

 $(762)$15,067 $(607)$136 $185 $3,257 $(136)$17,140 
                  

Total revenues, net of interest expense

 $(1,829)$17,032 $(285)$1,146 $1,581 $13,486 $(1,162)$29,969 
                  

Provisions for credit losses and for benefits and claims

 $ $14 $ $982 $1,118 $11,544 $(982)$12,676 
                  

Expenses

                         

Compensation and benefits

 $5 $1,816 $ $139 $187 $4,351 $(139)$6,359 

Compensation and benefits— intercompany

  1  142    71  34  (177) (71)  

Other expense

  180  669    80  115  4,676  (80) 5,640 

Other expense—intercompany

  (12) 334  2  107  152  (476) (107)  
                  

Total operating expenses

 $174 $2,961 $2 $397 $488 $8,374 $(397)$11,999 
                  

Income (loss) before taxes and equity in undistributed income of subsidiaries

 $(2,003)$14,057 $(287)$(233)$(25)$(6,432)$217 $5,294 

Income taxes (benefits)

  (1,696) 5,472  (117) (89) (17) (2,735) 89  907 

Equities in undistributed income of subsidiaries

  4,586            (4,586)  
                  

Income (loss) from continuing operations

 $4,279 $8,585 $(170)$(144)$(8)$(3,697)$(4,458)$4,387 

Income from discontinued operations, net of taxes

            (142)   (142)
                  

Net income (loss) before attribution of noncontrolling interests

 $4,279 $8,585 $(170)$(144)$(8)$(3,839)$(4,458)$4,245 
                  

Net income (loss) attributable to noncontrolling interests

    (50)       16    (34)
                  

Citigroup's net income (loss)

 $4,279 $8,635 $(170)$(144)$(8)$(3,855)$(4,458)$4,279 
                  

Table of Contents

CONDENSED CONSOLIDATING STATEMENT OF INCOMECondensed Consolidating Statements of Income

 
 Six Months Ended June 30, 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 $1,448 $ $ $ $ $ $(1,448)$ 
                  
Interest revenue $318 $10,784 $1 $3,628 $4,194 $41,201 $(3,628)$56,498 
Interest revenue—intercompany  2,410  999  2,642  36  294  (6,345) (36)  
Interest expense  4,599  7,336  1,810  75  337  15,342  (75) 29,424 
Interest expense—intercompany  (141) 2,426  187  1,232  1,161  (3,633) (1,232)  
                  
Net interest revenue $(1,730)$2,021 $646 $2,357 $2,990 $23,147 $(2,357)$27,074 
                  
Commissions and fees $ $4,540 $1 $41 $92 $2,507 $(41)$7,140 
Commissions and fees—intercompany  (346) 432    15  21  (107) (15)  
Principal transactions  502  (17,082) 1,285      2,861    (12,434)
Principal transactions—intercompany  (220) 5,580  (1,105)   (10) (4,245)    
Other income  111  2,014  85  221  291  5,414  (221) 7,915 
Other income—intercompany  (239) 584  (64) 13  75  (356) (13)  
                  
Total non-interest revenues $(192)$(3,932)$202 $290 $469 $6,074 $(290)$2,621 
                  
Total revenues, net of interest expense $(474)$(1,911)$848 $2,647 $3,459 $29,221 $(4,095)$29,695 
                  
Provisions for credit losses and for benefits and claims $ $300 $ $1,758 $1,947 $10,705 $(1,758)$12,952 
                  
Expenses                         
Compensation and benefits $(49)$5,484 $ $371 $515 $11,304 $(371)$17,254 
Compensation and benefits—intercompany  4  467    99  100  (571) (99)  
Other expense  116  1,923  1  257  342  10,955  (257) 13,337 
Other expense—intercompany  145  831  46  162  205  (1,227) (162)  
                  
Total operating expenses $216 $8,705 $47 $889 $1,162 $20,461 $(889)$30,591 
                  
Income (Loss) before taxes and equity in undistributed income of subsidiaries $(690)$(10,916)$801 $ $350 $(1,945)$(1,448)$(13,848)
Income taxes (benefits)  (775) (4,380) 280  11  131  (1,589) (11) (6,333)
Equities in undistributed income of subsidiaries  (7,691)           7,691   
                  
Income (Loss) from continuing operations $(7,606)$(6,536)$521 $(11)$219 $(356)$6,254 $(7,515)
Income from discontinued operations, net of taxes            (35)   (35)
                  
Net income (Loss) before attribution of Noncontrolling Interests $(7,606)$(6,536)$521 $(11)$219 $(391)$6,254 $(7,550)
                  
Net Income (Loss) attributable to Noncontrolling Interests            56    56 
                  
Citigroup's Net Income (Loss) $(7,606)$(6,536)$521 $(11)$219 $(447)$6,254 $(7,606)
                  

 
 Six Months Ended June 30, 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

 $35 $ $ $ $ $ $(35)$ 

Interest revenue

 $177 $4,199 $1 $3,206 $3,659 $32,218 $(3,206)$40,254 

Interest revenue—intercompany

  1,356  2,169  2,090  (1,643) 229  (5,844) 1,643   

Interest expense

  4,212  1,416  965  46  219  7,687  (46) 14,499 

Interest expense—intercompany

  (530) 1,800  439  (535) 865  (2,574) 535   
                  

Net interest revenue

 $(2,149)$3,152 $687 $2,052 $2,804 $21,261 $(2,052)$25,755 
                  

Commissions and fees

 $ $3,482 $ $22 $59 $4,527 $(22)$8,068 

Commissions and fees—intercompany

    59    35  44  (103) (35)  

Principal transactions

  117  (1,129) (259)     6,972    5,701 

Principal transactions—intercompany

  (221) 3,910  (59)   (86) (3,544)    

Other income

  4,672  12,620  75  209  347  (2,748) (209) 14,966 

Other income—intercompany

  (4,391) (35) (61) 2  32  4,455  (2)  
                  

Total non-interest revenues

 $177 $18,907 $(304)$268 $396 $9,559 $(268)$28,735 
                  

Total revenues, net of interest expense

 $(1,937)$22,059 $383 $2,320 $3,200 $30,820 $(2,355)$54,490 
                  

Provisions for credit losses and for benefits and claims

 $ $38 $ $1,938 $2,169 $20,776 $(1,938)$22,983 
                  

Expenses

                         

Compensation and benefits

 $(45)$3,673 $ $259 $335 $8,631 $(259)$12,594 

Compensation and benefits— intercompany

  3  335    71  71  (409) (71)  

Other expense

  408  1,328  1  189  262  9,091  (189) 11,090 

Other expense—intercompany

  97  340  5  273  305  (747) (273)  
                  

Total operating expenses

 $463 $5,676 $6 $792 $973 $16,566 $(792)$23,684 
                  

Income (loss) before taxes and equity in undistributed income of subsidiaries

 $(2,400)$16,345 $377 $(410)$58 $(6,522)$375 $7,823 

Income taxes (benefits)

  (1,045) 6,164  115  (148) 15  (3,507) 148  1,742 

Equities in undistributed income of subsidiaries

  7,227            (7,227)  
                  

Income (loss) from continuing operations

 $5,872 $10,181 $262 $(262)$43 $(3,015)$(7,000)$6,081 

Income from discontinued operations, net of taxes

            (259)   (259)
                  

Net income (loss) before attribution of noncontrolling interests

 $5,872 $10,181 $262 $(262)$43 $(3,274)$(7,000)$5,822 
                  

Net income (loss) attributable to noncontrolling interests

    (51)       1    (50)
                  

Citigroup's net income (loss)

 $5,872 $10,232 $262 $(262)$43 $(3,275)$(7,000)$5,872 
                  

Table of Contents

CONDENSED CONSOLIDATING BALANCE SHEET
Condensed Consolidating Balance Sheet

 
 June 30, 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 $ $3,044 $ $152 $236 $23,635 $(152)$26,915 
Cash and due from banks—intercompany  22  804  1  142  157  (984) (142)  
Federal funds sold and resale agreements    159,116        20,387    179,503 
Federal funds sold and resale agreements—intercompany    23,319        (23,319)    
Trading account assets  22  138,647  66    15  186,287    325,037 
Trading account assets—intercompany  1,511  9,355  1,450    118  (12,434)    
Investments  10,902  308    2,263  2,550  252,997  (2,263) 266,757 
Loans, net of unearned income    505    45,181  51,529  589,656  (45,181) 641,690 
Loans, net of unearned income—intercompany      146,367  5,393  6,755  (153,122) (5,393)  
Allowance for loan losses    (148)   (3,497) (3,812) (31,980) 3,497  (35,940)
                  
Total loans, net $ $357 $146,367 $47,077 $54,472 $404,554 $(47,077)$605,750 
Advances to subsidiaries  139,347          (139,347)    
Investments in subsidiaries  199,984            (199,984)  
Other assets  16,042  74,306  431  6,118  7,015  327,365  (6,118) 425,159 
Other assets—intercompany  9,450  56,526  2,885  218  1,345  (70,206) (218)  
Assets of discontinued operations held for sale            19,412    19,412 
                  
Total assets $377,280 $465,782 $151,200 $55,970 $65,908 $988,347 $(255,954)$1,848,533 
                  
Liabilities and equity                         
Deposits $ $ $ $ $ $804,736 $ $804,736 
Federal funds purchased and securities loaned or sold    136,748        35,268    172,016 
Federal funds purchased and securities loaned or sold—intercompany  185  6,279        (6,464)    
Trading account liabilities    68,564  72      50,676    119,312 
Trading account liabilities—intercompany  842  8,788  1,455      (11,085)    
Short-term borrowings  2,430  5,636  28,712    169  64,947    101,894 
Short-term borrowings—intercompany    89,049  70,863  12,766  35,663  (195,575) (12,766)  
Long-term debt  192,295  15,134  44,120  1,764  6,917  89,580  (1,764) 348,046 
Long-term debt—intercompany  640  46,027  1,208  33,480  15,661  (63,536) (33,480)  
Advances from subsidiaries  16,988          (16,988)    
Other liabilities  5,765  62,777  683  1,938  1,647  65,115  (1,938) 135,987 
Other liabilities—intercompany  5,833  8,301  126  774  340  (14,600) (774)  
Liabilities of discontinued operations held for sale            12,374    12,374 
                  
Total liabilities $224,978 $447,303 $147,239 $50,722 $60,397 $814,448 $(50,722)$1,694,365 
                  
Citigroup stockholder's equity $152,302 $18,090 $3,961 $5,248 $5,511 $172,422 $(205,232)$152,302 
Noncontrolling interest    389        1,477    1,866 
                  
Total equity $152,302 $18,479 $3,961 $5,248 $5,511 $173,899 $(205,232)$154,168 
                  
Total liabilities and equity $377,280 $465,782 $151,200 $55,970 $65,908 $988,347 $(255,954)$1,848,533 
                  

 
 June 30, 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

 $ $2,011 $ $202 $268 $22,430 $(202)$24,709 

Cash and due from banks—intercompany

  6  2,816  1  144  168  (2,991) (144)  

Federal funds sold and resale agreements

    187,987        42,797    230,784 

Federal funds sold and resale agreements—intercompany

    17,696        (17,696)    

Trading account assets

  18  138,077      18  171,299    309,412 

Trading account assets—intercompany

  58  7,312  31      (7,401)    

Investments

  10,413  198    2,455  2,550  303,905  (2,455) 317,066 

Loans, net of unearned income

    396    35,996  41,219  650,551  (35,996) 692,166 

Loans, net of unearned income—intercompany

      82,130  3,525  7,992  (90,122) (3,525)  

Allowance for loan losses

    (42)   (3,468) (3,818) (42,337) 3,468  (46,197)
                  

Total loans, net

 $ $354 $82,130 $36,053 $45,393 $518,092 $(36,053)$645,969 

Advances to subsidiaries

  137,718          (137,718)    

Investments in subsidiaries

  205,029            (205,029)  

Other assets

  18,353  70,693  683  9,127  10,068  309,919  (9,127) 409,716 

Other assets—intercompany

  13,807  33,963  2,292  6  1,718  (51,780) (6)  
                  

Total assets

 $385,402 $461,107 $85,137 $47,987 $60,183 $1,150,856 $(253,016)$1,937,656 
                  

Liabilities and equity

                         

Deposits

 $ $ $ $ $ $813,951 $ $813,951 

Federal funds purchased and securities loaned or sold

    151,947        44,165    196,112 

Federal funds purchased and securities loaned or sold—intercompany

  185  7,204        (7,389)    

Trading account liabilities

    78,199  94      52,708    131,001 

Trading account liabilities—intercompany

  56  5,249  174      (5,479)    

Short-term borrowings

  19  3,388  11,730    656  76,959    92,752 

Short-term borrowings—intercompany

    56,938  17,240  8,297  2,941  (77,119) (8,297)  

Long-term debt

  188,756  10,352  51,975  1,297  4,724  157,490  (1,297) 413,297 

Long-term debt—intercompany

  354  58,205  1,829  29,512  42,499  (102,887) (29,512)  

Advances from subsidiaries

  26,590          (26,590)    

Other liabilities

  7,756  60,507  336  3,034  3,007  61,607  (3,034) 133,213 

Other liabilities—intercompany

  6,880  12,904  117  1,031  490  (20,391) (1,031)  
                  

Total liabilities

 $230,596 $444,893 $83,495 $43,171 $54,317 $967,025 $(43,171)$1,780,326 
                  

Citigroup stockholders' equity

  154,806  15,785  1,642  4,816  5,866  181,736  (209,845) 154,806 

Noncontrolling interest

    429        2,095    2,524 
                  

Total equity

 $154,806 $16,214 $1,642 $4,816 $5,866 $183,831 $(209,845)$157,330 
                  

Total liabilities and equity

 $385,402 $461,107 $85,137 $47,987 $60,183 $1,150,856 $(253,016)$1,937,656 
                  

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

 
 Six Months Ended June 30, 2009 
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 $(3,928)$21,483 $2,262 $2,226 $2,008 $(42,562)$(2,226)$(20,737)
                  
Cash flows from investing activities                         
Change in loans $ $ $(11,257)$1,081 $1,175 $(76,652)$(1,081)$(86,734)
Proceeds from sales and securitizations of loans    163        126,871    127,034 
Purchases of investments  (12,895) (13)   (401) (431) (107,022) 401  (120,361)
Proceeds from sales of investments  6,892      159  191  40,358  (159) 47,441 
Proceeds from maturities of investments  19,559      185  216  37,761  (185) 57,536 
Changes in investments and advances—intercompany  (12,386)     (1,960) 4,374  8,012  1,960   
Business acquisitions                 
Other investing activities    (4,104)       (4,355)   (8,459)
                  
Net cash provided by (used in) investing activities $1,170 $(3,954)$(11,257)$(936)$5,525 $24,973 $936 $16,457 
                  
Cash flows from financing activities                         
Dividends paid $(2,539)$ $ $ $ $ $  (2,539)
Dividends paid-intercompany  (119)         119     
Issuance of common stock                 
Issuance of preferred stock                 
Treasury stock acquired  (2)             (2)
Proceeds/(Repayments) from issuance of long-term debt—third-party, net  4,231  (1,515) 6,975  (450) (1,416) (14,722) 450  (6,447)
Proceeds/(Repayments) from issuance of long-term debt-intercompany, net    (14,241)   (7,242) (1,994) 16,235  7,242   
Change in deposits            30,552    30,552 
Net change in short-term borrowings and other investment banking and brokerage borrowings—third-party    (4,099) (2,372) 6,406  (152) (13,874) (6,406) (20,497)
Net change in short-term borrowings and other advances—intercompany  1,304  1,617  4,397    (3,974) (3,344)    
Capital contributions from parent                 
Other financing activities  (108)   (5)     5    (108)
                  
Net cash provided by (used in) financing activities $2,767 $(18,238)$8,995 $(1,286)$(7,536)$14,971 $1,286 $959 
                  
Effect of exchange rate changes on cash and due from banks $         $171   $171 
                  
Net cash used in discontinued operations $         $812   $812 
                  
Net increase (decrease) in cash and due from banks $9 $(709)$ $4 $(3)$(1,635)$(4)$(2,338)
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 $22 $3,848 $1 $294 $393 $22,651 $(294)$26,915 
                  
Supplemental disclosure of cash flow information                         
Cash paid during the year for:                         
Income taxes $(36)$(522)$280 $(172)$193 $(500)$172 $(585)
Interest  4,282  4,448  1,641  1,893  408  4,305  (1,893) 15,084 
Non-cash investing activities:                         
Transfers to repossessed assets $ $ $ $779 $806 $557 $(779)$1,363 
                  

 
 Six Months Ended June 30, 2010 
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

 $3,845 $20,709 $1,277 $(3,652)$(3,356)$19,126 $3,652 $41,601 
                  

Cash flows from investing activities

                         

Change in loans

 $ $32 $47,497 $7,382 $8,040 $(255)$(7,382)$55,314 

Proceeds from sales and securitizations of loans

    68    126  126  3,558  (126) 3,752 

Purchases of investments

  (2,796) (4)   (342) (348) (197,699) 342  (200,847)

Proceeds from sales of investments

  874  32    109  220  77,857  (109) 78,983 

Proceeds from maturities of investments

  5,079      143  152  90,575  (143) 95,806 

Changes in investments and advances—intercompany

  2,643  3,475    (138) (731) (5,387) 138   

Business acquisitions

  (20)         20     

Other investing activities

    588        6,682    7,270 
                  

Net cash provided by (used in) investing activities

 $5,780 $4,191 $47,497 $7,280 $7,459 $(24,649)$(7,280)$40,278 
                  

Cash flows from financing activities

                         

Dividends paid

 $ $ $ $ $ $ $ $ 

Dividends paid-intercompany

    (5,500) (1,500)     7,000     

Issuance of common stock

                 

Issuance of preferred stock

                 

Treasury stock acquired

  (5)             (5)

Proceeds/(Repayments) from issuance of long-term debt—third-party, net

  (6,821) (2,065) (3,773) (530) (1,752) (14,201) 530  (28,612)

Proceeds/(Repayments) from issuance of long-term debt-intercompany, net

    (3,882)   (8,088) (2,279) 6,161  8,088   

Change in deposits

            (21,952)   (21,952)

Net change in short-term borrowings and other investment banking and brokerage borrowings—third-party

  11  (1,205) 1,734    277  (34,044)   (33,227)

Net change in short-term borrowings and other advances—intercompany

  (3,960) (12,368) (45,235) 4,993  (377) 61,940  (4,993)  

Capital contributions from parent

                 

Other financing activities

  1,151              1,151 
                  

Net cash used in financing activities

 $(9,624)$(25,020)$(48,774)$(3,625)$(4,131)$4,904 $3,625 $(82,645)
                  

Effect of exchange rate changes on cash and due from banks

 $ $ $ $ $ $(48)$ $(48)
                  

Net cash provided by discontinued operations

 $ $ $ $ $ $51 $ $51 
                  

Net increase (decrease) in cash and due from banks

 $1 $(120)$ $3 $(28)$(616)$(3)$(763)

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

 $6 $4,827 $1 $346 $436 $19,439 $(346)$24,709 
                  

Supplemental disclosure of cash flow information

                         

Cash paid during the year for:

                         

Income taxes

 $(308)$117 $259 $(142)$181 $2,520 $142 $2,769 

Interest

  4,703  2,430  642  1,145  781  3,545  (1,145) 12,101 

Non-cash investing activities:

                         

Transfers to repossessed assets

 $ $193 $ $683 $714 $591 $(683)$1,498 
                  

Table of Contents

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWSCondensed Consolidating Statements of Cash Flows

 
 Six Months Ended June, 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 of continuing operations $2,478 $849 $891 $2,225 $2,383 $46,547 $(2,225)$53,148 
                  
Cash flows from investing activities                         
Change in loans $ $91 $(6,360)$(2,288)$(2,442)$(126,192)$2,288 $(134,903)
Proceeds from sales and securitizations of loans    26        142,913    142,939 
Purchases of investments  (124,202) (159)   (525) (734) (88,375) 525  (213,470)
Proceeds from sales of investments  10,206      128  275  48,784  (128) 59,265 
Proceeds from maturities of investments  89,480    2  278  316  41,668  (278) 131,466 
Changes in investments and advances—intercompany  (15,297)     (1,695) (525) 15,822  1,695   
Business acquisitions                 
Other investing activities    (20,351)       22,479    2,128 
                  
Net cash (used in) provided by investing activities $(39,813)$(20,393)$(6,358)$(4,102)$(3,110)$57,099 $4,102 $(12,575)
                  
Cash flows from financing activities                         
Dividends paid $(3,873)$ $ $ $ $ $ $(3,873)
Dividends paid-intercompany  (119) (59)       178     
Issuance of common stock  4,961              4,961 
Issuance/(Redemptions) of preferred stock  27,424              27,424 
Treasury stock acquired  (6)             (6)
Proceeds/(Repayments) from issuance of long-term debt—third-party, net  10,015  (8,685) 8,599  (618) (1,414) (16,417) 618  (7,902)
Proceeds/(Repayments) from issuance of long-term debt-intercompany, net    19,176    (3,284) (2,176) (17,000) 3,284   
Change in deposits            (22,588)   (22,588)
Net change in short-term borrowings and other investment banking and brokerage borrowings—third-party  (4,347) (1,521) (1,941)   352  (24,586)   (32,043)
Net change in short-term borrowings and other advances—intercompany  3,611  9,430  (1,163) 5,764  3,955  (15,833) (5,764)  
Capital contributions from parent                 
Other financing activities  (325)             (325)
                  
Net cash provided by (used in) financing activities $37,341 $18,341 $5,495 $1,862 $717 $(96,246)$(1,862)$(34,352)
                  
Effect of exchange rate changes on cash and due from banks $ $ $ $ $ $212 $ $212 
                  
Net cash from discontinued operations $ $ $ $ $ $185 $ $185 
                  
Net increase (decrease) in cash and due from banks $6 $(1,203)$28 $(15)$(10)$7,797 $15 $6,618 
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 $25 $4,094 $30 $306 $430 $40,245 $(306)$44,824 
                  
Supplemental disclosure of cash flow information                         
Cash paid during the year for:                         
Income taxes $952 $(2,599)$160 $149 $24 $2,378 $(149)$915 
Interest  4,853  10,249  2,113  1,428  184  13,457  (1,428) 30,856 
Non-cash investing activities:                         
Transfers to repossessed assets $ $ $ $712 $741 $764 $(712)$1,505 
                  

 
 Six Months Ended June 30, 2009 
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

 $(3,928)$21,483 $2,262 $2,226 $2,008 $(42,252)$(2,226)$(20,427)
                  

Cash flows from investing activities

                         

Change in loans

 $ $ $(11,257)$1,081 $1,175 $(76,652)$(1,081)$(86,734)

Proceeds from sales and securitizations of loans

    163        126,871    127,034 

Purchases of investments

  (12,895) (13)   (401) (431) (107,022) 401  (120,361)

Proceeds from sales of investments

  6,892      159  191  40,358  (159) 47,441 

Proceeds from maturities of investments

  19,559      185  216  37,761  (185) 57,536 

Changes in investments and advances—intercompany

  (12,386)     (1,960) 4,374  8,012  1,960   

Business acquisitions

                 

Other investing activities

    (4,104)       (4,355)   (8,459)
                  

Net cash provided by (used in) investing activities

 $1,170 $(3,954)$(11,257)$(936)$5,525 $24,973 $936 $16,457 
                  

Cash flows from financing activities

                         

Dividends paid

 $(2,539)$ $ $ $ $ $  (2,539)

Dividends paid-intercompany

  (119)         119     

Issuance of common stock

                 

Issuance of preferred stock

                 

Treasury stock acquired

  (2)             (2)

Proceeds/(Repayments) from issuance of long-term debt—third-party, net

  4,231  (1,515) 6,975  (450) (1,416) (14,722) 450  (6,447)

Proceeds/(Repayments) from issuance of long-term debt-intercompany, net

    (14,241)   (7,242) (1,994) 16,235  7,242   

Change in deposits

            30,552    30,552 

Net change in short-term borrowings and other investment banking and brokerage borrowings—third-party

    (4,099) (2,372) 6,406  (152) (13,874) (6,406) (20,497)

Net change in short-term borrowings and other advances—intercompany

  1,304  1,617  4,397    (3,974) (3,344)    

Capital contributions from parent

                 

Other financing activities

  (108)   (5)     5    (108)
                  

Net cash provided by (used in) financing activities

 $2,767 $(18,238)$8,995 $(1,286)$(7,536)$14,971 $1,286 $959 
                  

Effect of exchange rate changes on cash and due from banks

 $         $171   $171 
                  

Net cash provided by discontinued operations

 $         $502   $502 
                  

Net increase (decrease) in cash and due from banks

 $9 $(709)$ $4 $(3)$(1,635)$(4)$(2,338)

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

 $22 $3,848 $1 $294 $393 $22,651 $(294)$26,915 
                  

Supplemental disclosure of cash flow information

                         

Cash paid during the year for:

                         

Income taxes

 $(36)$(522)$280 $(172)$193 $(500)$172 $(585)

Interest

  4,282  4,448  1,641  1,893  408  4,305  (1,893) 15,084 

Non-cash investing activities:

                         

Transfers to repossessed assets

 $ $ $ $779 $806 $557 $(779)$1,363 
                  

Table of Contents


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 (2009 Form 10-K), as updated by our Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.2010.

Enron

        On May 14, 2009, a settlement agreement was executed among the parties in DK ACQUISITION PARTNERS, L.P., ET AL. v. J.P. MORGAN CHASE & CO., ET AL. and AVENUE CAPITAL MANAGEMENT II, L.P., ET AL. v. J.P. MORGAN CHASE & CO., ET AL. On June 3, 2009, a settlement agreement was executed among the parties in UNICREDITO ITALIANO, SpA, ET AL. v. J.P. MORGAN CHASE BANK, ET AL. The three actions, which were consolidated and pending trial in the United States District Court for the Southern District of New York, were brought against Citigroup and certain of its affiliates, and JPMorgan Chase and certain of its affiliates, in their capacity as co-agents on certain Enron revolving credit facilities. Pursuant to the settlements, the cases were dismissed with prejudice.

Research

        On June 3, 2009, the Court of Appeals for the Second Circuit certified several Georgia state law questions to be resolved by the Georgia Supreme Court in HOLMES, ET AL. v. GRUBMAN, ET AL.

Subprime Mortgage—RelatedCredit-Crisis-Related Litigation and Other Matters

        Securities Actions.    On April 17,        As discussed at pages 263-265 of our 2009 a putative class action BRECHER, ET AL. v. CGMI, ET AL. was filed in California state courtForm 10-K, Citigroup and its affiliates continue to defend lawsuits and arbitrations asserting claims againstfor damages and other relief for losses arising from the global financial credit and subprime-mortgage crisis that began in 2007. These actions, which assert a variety of claims under federal and state law, include, among other matters, class actions brought on behalf of putative classes of investors in various securities issued by Citigroup CGMI, and certain of the Company's current and former directors under California's Business and Professions Code and Labor Code, as well as under California common law, relatingactions asserted by individual investors and counterparties to amongvarious transactions, and are pending in various state and federal courts as well as before arbitration tribunals. These actions are at various procedural stages of litigation.

        In addition to these litigations and arbitrations, Citigroup continues to cooperate fully in response to subpoenas and requests for information from the Securities and Exchange Commission (SEC) and other things, losses incurred on common stock awarded to Smith Barney financial advisorsgovernment agencies in connection with various formal and informal inquiries concerning Citigroup's subprime-mortgage-related conduct and business activities, as well as other business activities affected by the executioncredit crisis. On July 29, 2010, the SEC announced the settlement of an investigation into certain of Citigroup's 2007 disclosures concerning its subprime-related business activities. In connection with the settlement, Citigroup agreed to pay a civil penalty in the amount of $75 million. The settlement is subject to court approval.

        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 it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of loss ultimately incurred in relation to those matters may be substantially higher or lower than the amounts accrued for those matters.

        Certain of these matters assert claims for substantial or indeterminate damages. The claims asserted in these matters typically are broad, often spanning a multi-year period and sometimes a wide range of business activities, and the plaintiffs' alleged damages typically are not quantified or factually supported in the complaint. The most significant of these matters remains in very preliminary stages, with few or no substantive legal decisions by the court or tribunal defining the scope of the claims, the class (if any), or the potentially available damages, and fact discovery is still in progress or not yet begun. In many of these matters, Citigroup has not yet answered the complaint or asserted its defenses. For all these reasons, Citigroup cannot at this time estimate the possible loss or range of loss, if any, for these matters or predict the timing of their employment contracts. On May 19, 2009,eventual resolution.

        Subject to the foregoing, 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 eventual outcome of these matters would not be likely to have a material adverse effect on the consolidated financial condition of Citi. Nonetheless, given the inherent unpredictability of litigation and the substantial or indeterminate amounts sought in certain of these matters, an amended complaint was filed.adverse outcome in certain of these matters could, from time to time, have a material adverse effect on Citi's consolidated results of operations or cash flows in particular quarterly or annual periods.

Subprime-Mortgage-Related Litigation and Other Matters

        Securities Actions:    On July 9, 2009,12, 2010, the Judicial Panel on Multidistrict Litigation was notified that BRECHER, ET AL. v. CGMI, ET AL. is a potential tag-along action to IN RE CITIGROUP, INC. SECURITIES LITIGATION. On July 15, 2009, after having removed the case to the United States District Court for the Southern District of California, defendants filed motionsdistrict court issued an order and opinion granting in part and denying in part defendants' motion to dismiss the consolidated class action complaint and to stay all further proceedings pending resolution of the tag-along petition.

        On May 7, 2009, BUCKINGHAM v. CITIGROUP INC., ET AL. and CHEN v. CITIGROUP INC., ET AL. were consolidated within IN RE CITIGROUP INC. BOND LITIGATION.

        On May 11, 2009, In this action, lead plaintiffs assert claims on behalf of a putative class action ASHER, ET AL. v. CITIGROUP INC., ET AL. was filedof purchasers of forty-eight corporate debt securities, preferred stock, and interests in the United States District Court for the Southern District of New York alleging violationspreferred stock issued by Citigroup and related issuers over a two-year period from 2006 to 2008. The court's order, among other things, dismissed plaintiffs' claims under Section 12 of the Securities Act of 1933 in connection with plaintiffs' investments in certain offerings of preferred stock issued by the Company. On May 15, 2009, plaintiffs in IN RE CITIGROUP INC. BOND LITIGATION requested that ASHER and PELLEGRINI v. CITIGROUP INC., ET AL. be consolidated with IN RE CITIGROUP INC. BOND LITIGATION.

        On May 20, 2009, EPIRUS CAPITAL MANAGEMENT, LLC, ET AL. v. CITIGROUP INC., ET AL. was designated as related to IN RE CITIGROUP INC. SECURITIES LITIGATION. On June 10 and June 24, 2009, defendants filed motionsbut denied defendants' motion to dismiss the verified complaint.

        Derivative Actions.    On July 16, 2009, a derivative lawsuit LERNER v. CITIGROUP INC., ET AL. was filed in New York state court against various current and former officers and directorscertain claims under Section 11 of Citigroup alleging derivative claims of mismanagement and breach of fiduciary duty in connection with subprime mortgage—related exposures.

Other Matters.

        Underwriting Actions. In its capacity as a member of various underwriting syndicates, CGMI also has been named as a defendant in several subprime-related actions asserted against various issuers of debt and other securities. Most of these actions involve claims asserted on behalf of putative classes of purchasers of securitiesthat Act. A motion for alleged violations of Sections 11 and 12(a)(2)partial reconsideration of the Securities Actlatter ruling is pending. Fact discovery has not yet begun, a class certification motion has not yet been filed, and plaintiffs have not yet quantified the putative class's alleged damages. Because of 1933.

        American Home Mortgage.    On July 7, 2009,the preliminary stage of the proceedings, Citigroup cannot at this time estimate the possible loss or range of loss, if any, for this action or predict the timing of its eventual resolution. Additional information relating to this action is publicly available in court filings under the consolidated lead plaintiffs filed a motion in IN RE AMERICAN HOME MORTGAGE SECURITIES LITIGATION for preliminary approval of settlements reached with all defendants (including Citigroup and CGMI)docket number 08 Civ. 9522 (S.D.N.Y.) (Stein, J.).

        AIG.    On March 20, 2009, four putative class 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. 2008 SECURITIES LITIGATION. Plaintiffs filed a consolidated amended complaint on May 19, 2009, which includes two Citigroup affiliates among the underwriter defendants.

        Public NuisanceSubprime Counterparty and Related Actions. On May 15, 2009, CITY OF CLEVELAND v. AMERIQUEST MORTGAGE SECURITIES, INC., ET AL. was dismissed with prejudice. The City of Cleveland has appealed the dismissal to the United States Court of Appeals for the Sixth Circuit.

Investor Actions:Counterparty Actions.    Counterparties to transactions involving CDOs, SIVs, credit default swaps ("CDS"), and other instruments related to investments in mortgage-backed securities have sued Citigroup on a variety of theories. On August 3, 2009, one such counterparty filed an action—AMBAC CREDIT PRODUCTS, LLC v. CITIGROUP INC., et al.—in New York Supreme Court, County of New York, alleging various claims including fraud and breach of fiduciary duty in connection with Citigroup's purchase of CDS from Ambac as credit protection for a $1.95 billion super-senior tranche of a CDO structured by Citigroup, the underlying assets of which allegedly included subprime mortgage-backed securities. Ambac alleges, among other things, that Citigroup misrepresented the nature of the risks that were being transferred.

        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.    On June 10, 2009,7, 2010, in connection with a global settlement agreement between Ambac and Citigroup, the Judicial Panelparties stipulated to a discontinuation with prejudice of a lawsuit brought by Ambac Credit Products LLC.

Lehman Structured Notes Matters

        In Turkey, Hungary and Greece, Citigroup has made a settlement offer to all eligible purchasers of notes distributed by Citigroup in those countries. A significant majority of the eligible purchasers have accepted this offer.

        In Belgium, the criminal trial against a Citigroup subsidiary, two current employees and one former employee has been completed. The court is scheduled to deliver its judgment on MultidistrictDecember 1, 2010. The Public Prosecutor seeks a monetary penalty of approximately 132 million Euro.

Research Analyst Litigation granted CGMI's motion to transfer AMERICAN EAGLE OUTFITTERS, INC., ET AL.

        On June 23, 2010, the Second Circuit affirmed the dismissal of the remaining claims in HOLMES v. CITIGROUP GLOBAL MARKETS INC. from the UnitedGRUBMAN.


Table of Contents

States DistrictCash Balance Plan Litigation

        On June 28, 2010, the Supreme Court denied plaintiffs' petition for a writ of certiorari seeking review of the Second Circuit's decision.

Terra Firma Litigation

        Plaintiffs, general partners of two related private equity funds, filed a complaint in New York state court against certain Citigroup entities in December 2009, alleging that 21/2 years earlier, during the May 2007 auction of the music company EMI, Citigroup, as advisor to EMI and as a potential lender to plaintiffs' acquisition vehicle Maltby, fraudulently or negligently orally misrepresented the intentions of another potential bidder regarding the auction. Plaintiffs allege that but for the Western Districtoral misrepresentations Maltby would not have acquired EMI for approximately £4 billion. Plaintiffs further allege that, following the acquisition of PennsylvaniaEMI, certain Citigroup entities have tortiously interfered with plaintiffs' business relationship with EMI. Plaintiffs seek billions of dollars in damages. Citigroup believes it has strong factual and legal defenses to the claims asserted by plaintiffs, including that no misrepresentation occurred, plaintiffs did not rely on the alleged misrepresentation in making their multi-billion-dollar investment in EMI, Citigroup has properly exercised its legal rights as a lender in relation to the approximately £2.5 billion of financing it provided Maltby, and plaintiffs suffered no damages. Because, among other reasons, the parties have widely divergent views of the merits, and they have not yet briefed either summary judgment motions that may resolve the matter in whole or significant part or motions in limine that may limit the testimony a jury would hear at trial, including as to damages, Citigroup cannot at this time estimate the possible loss or range of loss, if any, for this action. The case, captioned TERRA FIRMA INVESTMENTS (GP) 2 LIMITED, et al., v. CITIGROUP, INC., et al., was removed to the United States District Court for the Southern District of New York, where it will be coordinated with IN RE CITIGROUP INC. AUCTION RATE SECURITIES LITIGATION and FINN v. SMITH BARNEY, ET AL. On June 17, 2009,is currently pending under docket number 09-cv-10459 (JSR). Additional information regarding the Judicial Panel on Multidistrict Litigation issued an order conditionally transferring three other individual auction rate securities actions pending against CGMIaction is publicly available in other federal courts to the United States District Courtcourt filings under that docket number. Trial is scheduled for the Southern District of New York. Plaintiffs in those actions have opposed their transfer.October 2010.

Asset Repurchase Matters

        On April 1, 2009, TEXAS INSTRUMENTS INC. v. CITIGROUP GLOBAL MARKETS INC., ET AL. wasBeginning in March 2010, various regulators have made inquiries regarding the accounting treatment of certain repurchase transactions. Citigroup is cooperating fully with these inquiries.



        Payments required in settlement agreements described above have been made or are covered by existing accruals. Additional lawsuits containing claims similar to those described above may be filed in Texas state court asserting violations of state securities law by CGMI, BNY Capital Markets, Inc. and Morgan Stanley and Co., Inc. Defendants removed the case to the United States District Court for the Northern District of Texas, and plaintiff has moved to have it remanded to state court. On May 8, 2009, CGMI filed a motion to sever the claims against it from the claims against its co-defendants.

        Governmental and Regulatory Actions.    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 auction rate securities. Citigroup and its affiliates are cooperating fully and are engaged in discussions on these matters.

Falcon and ASTA/MAT-Related Litigation and Other Matters

        Marie Raymond Revocable Trust, et al. v. MAT Five LLC, et al.    On June 19, 2009, the Delaware Supreme Court denied the appeal of the settlement objectors from the Delaware Chancery Court's approval of the settlement of this matter and affirmed the order approving the settlement.

        In re MAT Five Securities Litigation.    On July 8, 2009, the United States District Court for the Southern District of New York approved the voluntary dismissal of this action.

        Puglisi v. Citigroup Alternative Investments LLC, et al.    On May 29, 2009, the United States District Court for the Southern District of New York denied plaintiff's motion to remand this action to state court. On July 8, 2009, the District Court dismissed this action without prejudice in connection with the dismissal of IN RE MAT FIVE SECURITIES LITIGATION.

        ECA Acquisitions, Inc., et al. v. MAT Three LLC, et al.    On May 1, 2009, the United States District Court for the Southern District of New York denied plaintiffs' motion to remand this action to state court. On July 15, 2009, plaintiffs filed an amended complaint.

        Zentner v. Citigroup, et al.    (putative class action concerning MAT 2, 3 and 5, which was consolidated with IN RE MAT FIVE SECURITIES LITIGATION). On July 8, 2009, the United States District Court for the Southern District of New York dismissed this action, without prejudice, in connection with the dismissal of IN RE MAT FIVE SECURITIES LITIGATION.

        Zentner v. Citigroup, et al.    (putative class action concerning Falcon Plus). On May 19, 2009, the New York Supreme Court issued a letter order, stating that it would approve a settlement of plaintiff's individual claims. Plaintiff filed a stipulation dismissing this action on July 6, 2009.

        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 to the marketing and management of the Falcon and ASTA/MAT funds. Citigroup and its affiliates are cooperating fully and are engaged in discussions on these matters.

IPO Securities Litigation

        On June 10, 2009, the United States District Court for the Southern District of New York entered an order preliminarily approving the proposed settlement of this matter and scheduling a hearing to determine whether the proposed settlement should be finally approved.

Wachovia/Wells Fargo Litigation

        On July 13, 2009, the United States District Court for the Southern District of New York ruled that Section 126(c) of the Emergency Economic Stabilization Act of 2008 bars the enforcement of the Citigroup-Wachovia Exclusivity Agreement in connection with the Wachovia-Wells Fargo transaction. Citi plans to pursue further proceedings in this litigation, including an appeal of the court's ruling.

Other Matters

        Lehman Brothers—Structured Notes.    A public prosecutor in Greece has opened an investigation, while a public prosecutor in Belgium has served a writ of summons on a Citigroup subsidiary and three current and former employees.

        W.R. Huff Asset Management Co., LLC v. Kohlberg Kravis Roberts & Co., L.P.    In August 1999, W. R. Huff Asset Management Co., LLC filed this lawsuit (the "KKR Case") on behalf of its clients who purchased 101/2% Senior Subordinated Notes issued in 1995 in connection with the leveraged recapitalization of Bruno's, Inc. The case was filed in Alabama state court against Robinson Humphrey Co. LLC, which served as financial advisor to Bruno's in connection with the leveraged recapitalization (and which later became a fully owned subsidiary of Salomon Smith Barney) and others. The KKR Case arises out of the same transaction at issue in 27001 PARTNERSHIP, ET AL. v. BT SECURITIES CORP., ET AL. (the "BT Securities Case"). The allegations and potential exposure in the KKR Case and BT Securities Case are similar, with plaintiffs seeking compensatory damages, punitive damages, attorneys' fees, costs and pre-judgment interest in an amount they allege to be between approximately $250 million and $750 million. After years of motion practice over jurisdictional issues, on April 29, 2009, the Court of Appeals for the Eleventh Circuit affirmed the District Court's order allowing Huff to amend its complaint to substitute the same 46 individual noteholders named as plaintiffs in the BT Securities Case as plaintiffs in the KKR Case, resulting in remand of the case to Alabama state court. Defendants' motion to strike the Fourth Amended Complaint and plaintiffs' motion to consolidate the BT Securities and KKR Cases are pending.future.


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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.

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.


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Item 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Unregistered Sales of Equity Securities and Use of Proceeds

(c)

        None.

Share Repurchases

        Under its long-standing repurchase program, the CompanyCitigroup may buy back common shares in the market or otherwise from time to time. This program may beis 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 six 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
 

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 

April 2009

          
 

Open market repurchases(1)

  0.1 $3.36 $6,740 
 

Employee transactions(2)

  0.2  3.09  N/A 

May 2009

          
 

Open market repurchases(1)

   $ $6,740 
 

Employee transactions(2)

  0.1  3.61  N/A 

June 2009

          
 

Open market repurchases(1)

  0.1 $2.98 $6,740 
 

Employee transactions(2)

  4.1  3.69  N/A 
        

Second quarter 2009

          
 

Open market repurchases(1)

  0.2 $3.27 $6,740 
 

Employee transactions(2)

  4.4  3.67  N/A 
        

Total second quarter 2009

  4.6 $3.65 $6,740 
        

Year-to-date 2009

          
 

Open market repurchases(1)

  0.4 $3.16 $6,740 
 

Employee transactions(2)

  15.1  3.59  N/A 
        

Total year-to-date 2009

  15.5 $3.58 $6,740 
        

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
 

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 
        

April 2010

          
 

Open market repurchases(1)

   $ $6,739 
 

Employee transactions(2)

  120.9  4.93  N/A 

May 2010

          
 

Open market repurchases(1)

   $ $6,739 
 

Employee transactions(2)

      N/A 

June 2010

          
 

Open market repurchases(1)

   $ $6,739 
 

Employee transactions(2)

  0.3  4.09  N/A 
        

Second quarter 2010

          
 

Open market repurchases(1)

   $ $6,739 
 

Employee transactions(2)

  121.2  4.93  N/A 
        

Total second quarter 2010

  121.2 $4.93 $6,739 
        

Year-to-date 2010

          
        
 

Open market repurchases(1)

   $ $6,739 
        
 

Employee transactions(2)

  133.7  4.80  N/A 
        

Total year-to-date 2010

  133.7 $4.80 $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 and second quartersaggregate 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 with the recent exchange agreements with the U.S. government, the Company agreed not to pay a quarterly common stock dividend exceeding $0.01 per share per quarter forFor so long as the USGU.S. government holds any debtCitigroup common stock or trust preferred securities, Citigroup has generally agreed not to acquire, repurchase or redeem any Citigroup equity security of Citigroup (or any affiliate thereof) acquired by the USG in connectionor trust preferred securities, other than pursuant to administrating its employee benefit plans or other customary exceptions, or with the public and private exchange offers, without the consent of the U.S. government. Any dividend on Citi's outstanding common stock would need to be made in compliance with Citi's obligations to any remaining outstanding preferred stock. In addition, pursuant to various of its agreements with the U.S. government, the Company agreed not to repurchase its common stock subject to certain limited exceptions, including in the ordinary course of business as part of employee benefit programs, without the consent of the U.S. government.


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Item 4. Submission of Matters to a Vote of Security Holders

        For the results of Citigroup's Annual Meeting of Stockholders held on April 21, 2009, please refer to the information under Part II, Item 4 "Submission of Matters to a Vote of Security Holders" in our Quarterly Report on Form 10-Q for the quarter ending March 31, 2009.


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Item 6.    Exhibits

        See Exhibit Index.


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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 7th6th day of August, 2009.2010.


 

 

CITIGROUP INC.
    (Registrant)

 

 

By

 

/s/ JOHN C. GERSPACH

John C. Gerspach
Chief Financial Officer
(Principal Financial Officer)

 

 

By

 

/s/ JEFFREY R. WALSH

Jeffrey R. Walsh
Controller and Chief Accounting Officer
(Principal Accounting Officer)

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EXHIBIT INDEX

 2.01 Amended and Restated Joint 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 10.1 to the Company's Current Report on Form 8-K filed June 3, 2009 (File No. 1-9924).

 

2.02

+

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.Corporation, incorporated by reference to Exhibit 2.02 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2009 (File No. 1-9924).

 

3.01.12.03


Share Purchase Agreement, dated 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 2.01 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2008 (File No. 1-9924).


3.01

 

Restated Certificate of Incorporation of the Company, incorporated by reference to Exhibit 4.01 to the Company's Registration Statement on Form S-3 filed December 15, 1998 (No. 333-68949).


3.01.2


Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 18, 2000, incorporated by reference to Exhibit 3.01.33.01 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2000 (File No. 1-9924).


3.01.3


Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 17, 2001, incorporated by reference to Exhibit 3.01.4 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2001 (File No. 1-9924).


3.01.4


Certificate of Amendment to the Restated Certificate of Incorporation of the Company dated April 18, 2006, incorporated by reference to Exhibit 3.01.6 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006 (File No. 1-9924).


3.01.5


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).


3.01.6


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).


3.01.7


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).


3.01.8


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).


3.01.9


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 OctoberSeptember 30, 2008 (File No. 1-9924).


3.01.10


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).


3.01.11


Certificate 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).


3.01.12


Certificate of Designation of Series R Participating Cumulative Preferred Stock of the Company, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed June 12, 2009 (File No. 1-9924).


3.01.13


Certificate of Designations of Series M Common Stock Equivalent of the Company, incorporated by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed July 23, 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).

 

4.04

 

Tax Benefits Preservation Plan, dated June 9, 2009, between the Company and Computershare Trust Company, N.A.,

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incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed June 10, 2009 (File No. 1-9924).


4.05


Capital Securities Guarantee Agreement, dated as of July 30, 2009, between the Company, as Guarantor, and The Bank of New York Mellon, as Guarantee Trustee, incorporated by reference to Exhibit 4.03 to the Company's Current Report on Form 8-K filed July 30, 2009 (File No. 1-9924).

 

10.01

 

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).

 

10.02

+

Citigroup 2009 Stock Incentive Plan (as amended and restated effective April 20, 2010), incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form S-8 filed April 22, 2010 (No. 333-166242).


10.03


Letter of Understanding,Agreement, dated April 22, 2008,5, 2010, between the Company and Ajaypal Banga.Dr. Robert L. Joss, incorporated by reference to Exhibit 10.03 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2010 (File No. 1-9924).

 

12.01

+

Calculation of Ratio of Income to Fixed Charges.

 

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

+

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.

 

99.01

+

Residual Value Obligation Certificate.


101.01

+

Financial statements from the Quarterly Report on Form 10-Q of Citigroup Inc. for the quarter ended June 30, 2009,2010, filed on August 7, 2009,6, 2010, formatted in XBRL: (i) the Consolidated Statement of Income, (ii) the Consolidated Balance Sheet, (iii) the





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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.Statements.

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