Citigroup (C)

        Citigroup's common stockholders' equity decreased approximately $1.3 billion to $69.7 billion, and represents 3.8% of total assets as of March 31, 2009, from $71.0 billion and 3.7% at December 31, 2008.

        The table below summarizes the change in Citigroup's common stockholders' equity during the first three months of 2009:

        As of March 31, 2009, $6.7 billion of stock repurchases remained under authorized repurchase programs after no material repurchases were made in 2008. Under TARP, 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 various TARP programs, Citigroup has agreed not to pay a quarterly common stock dividend exceeding $0.01 per share per quarter for three years (beginning in 2009) without the consent of the U.S. Treasury. Further, as previously announced, in connection with the proposed exchange offer, Citi suspended dividends on its common stock. See "Events in 2009—Exchange Offer and Conversions."

The table below summarizes the change in common stockholders’ equity during 2008:

As of December 31, 2008, $6.7 billion of stock repurchases remained under authorized repurchase programs after no material repurchases were made in 2008 and $0.7 billion of repurchases were made in 2007. Under TARP, 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 various TARP programs, Citigroup has agreed not to pay a quarterly common stock dividend exceeding $0.01 per share per quarter for three years (beginning in 2009) without the consent of the U.S. Treasury. See “TARP and Other Regulatory Programs” on page 44.

The Company is currently in ongoing discussions with the Federal Reserve Board regarding an increase to the Company’s risk-weighted assets resulting from certain liquidity-facility transactions relating to the Company’s primary credit card securitization trusts. This increase in risk-weighted assets will affect the calculation of the Company’s risk-based capital ratios. However, the timing and extent of the increase is not yet certain, pending completion of discussions with the Federal Reserve Board. See Note 23 to the Consolidated Financial Statements on page 174.

The table below summarizes the change in common stockholders’ equity during 2008:

As of December 31, 2008, $6.7 billion of stock repurchases remained under authorized repurchase programs after no material repurchases were made in 2008 and $0.7 billion of repurchases were made in 2007. Under TARP, 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 various TARP programs, Citigroup has agreed not to pay a quarterly common stock dividend exceeding $0.01 per share per quarter for three years (beginning in 2009) without the consent of the U.S. Treasury. See “TARP and Other Regulatory Programs” on page 44.

The Company is currently in ongoing discussions with the Federal Reserve Board regarding an increase to the Company’s risk-weighted assets resulting from certain liquidity-facility transactions relating to the Company’s primary credit card securitization trusts. This increase in risk-weighted assets will affect the calculation of the Company’s risk-based capital ratios. However, the timing and extent of the increase is not yet certain, pending completion of discussions with the Federal Reserve Board. See Note 23 to the Consolidated Financial Statements on page 174.

        The table below summarizes the change in common stockholders' equity:

        As of September 30, 2008, $6.7 billion remained under authorized repurchase programs after the repurchase of $0.7 billion in shares during 2007. In addition, under the TARP Capital Purchase Program 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. On October 20, 2008, the Board decreased the quarterly dividend on the Company's common stock to $0.16 per share.

        The table below summarizes the change in common stockholders' equity:

        As of June 30, 2008, $6.7 billion remained under authorized repurchase programs after the repurchase of $0.7 billion in shares during 2007. As a result of developments in the latter half of 2007 and the first half of 2008, including write-downs, it is anticipated that the Company will not resume its share repurchase program in the near future.

        The table below summarizes the change in common stockholders' equity:

        As of March 31, 2008, $6.7 billion remained under authorized repurchase programs after the repurchase of $0.7 billion in shares during 2007. As a result of developments in the latter half of 2007 and early 2008, including CDO write-downs and recent acquisitions, it is anticipated that the Company will not resume its share repurchase program in the near future.

The table below summarizes the change in common stockholders’ equity:

        The table below summarizes the change in common stockholders' equity:

(1)

The adjustment to the opening balance of Retained earnings represents the total of the after-tax gain (loss) amounts for the adoption of the following accounting pronouncements:

•

SFAS 157, for $75 million,

•

SFAS 159, for ($99) million,

•

FSP FAS No. 13-2, "Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction" (FSP 13-2) for ($148) million, and

•

FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (FIN 48) for ($14) million.  

See Notes 1 and 16 on pages 55 and 77, respectively.

(2)

The after-tax adjustment to the opening balance of Accumulated other comprehensive income (loss) represents the reclassification of the unrealized gains (losses) related to the Legg Mason securities as well as several miscellaneous items previously reported in accordance with SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (SFAS 115). These available-for-sale securities were reclassified to Retained earnings upon the adoption of the fair value option in accordance with SFAS 159. See Notes 1 and 16 on pages 55 and 77, respectively, for further discussions.  

        The decrease in the common stockholders' equity ratio during the nine months ended September 30, 2007 reflected the above items and a 25.2% increase in total assets.

        On April 17, 2006, the Board of Directors authorized up to an additional $10 billion in share repurchases. As of September 30, 2007, $6.7 billion remained under authorized repurchase programs after the repurchase of $663 million and $7.0 billion in shares during the nine months ended September 30, 2007 and full year 2006, respectively. As a result of the Company's recent acquisitions, the pending Nikko Cordial transaction, and other growth opportunities, it is anticipated that the Company will not resume its share repurchase program until capital ratios improve. This is a forward-looking statement within the meaning of the Private Securities Litigation Reform Act. See "Forward-Looking Statements" on page 48. For further details, see "Unregistered Sales of Equity Securities and Use of Proceeds" on page 104.

        On June 18, 2007, Citigroup redeemed for cash shares of its 6.365% Cumulative Preferred Stock, Series F, at the redemption price of $50 per depository share plus accrued dividends to the date of redemption. Because notice for redemption of these shares occurred prior to June 30, 2007 quarter-end, they did not qualify as Tier 1 Capital at June 30, 2007.

        On July 11, 2007, Citigroup redeemed for cash shares of its 6.213% Cumulative Preferred Stock, Series G, at the redemption price of $50 per depository share plus accrued dividends to the date of redemption. Because notice for redemption of these shares occurred prior to June 30, 2007 quarter-end, they did not qualify as Tier 1 Capital at June 30, 2007.

        On September 10, 2007, Citigroup redeemed for cash shares of its 6.231% Cumulative Preferred Stock, Series H, at the redemption price of $50 per depository share plus accrued dividends to the date of redemption.

        On October 9, 2007, Citigroup redeemed for cash shares of its 5.864% Cumulative Preferred Stock, Series M, at the redemption price of $50 per depository share plus accrued dividends to the date of redemption. Because notice for redemption of these shares occurred prior to quarter-end, they did not qualify as Tier 1 Capital at September 30, 2007.

        The table below summarizes the Company's repurchase activity:

(1)

On April 17, 2006, the Board of Directors authorized up to an additional $10 billion in share repurchases.

(2)

Represents repurchases recorded related to customer fails/errors.

(3)

See "Unregistered Sales of Equity Securities and Use of Proceeds" on page 104.

42

        The table below summarizes the change in common stockholders' equity:

(1)

The adjustment to the opening balance of retained earnings represents the total of the after-tax amounts for the adoption of the following accounting pronouncements:

•

SFAS 157, for $75 million,

•

SFAS No. 159, for ($99) million,

•

FSP No. FAS 13-2, "Accounting for a Change or Projected Change in the Timing of Cash Flows Relating to Income Taxes Generated by a Leveraged Lease Transaction" (FSP 13-2) for ($148) million, and

•

FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (FIN 48) for ($14) million.

        See Note 1 and Note 16 on pages 85 and 105, respectively.

(2)

The after-tax adjustment to the opening balance of Accumulated other comprehensive income (loss) represents the reclassification of the unrealized gains (losses) related to the Legg Mason securities, as well as several miscellaneous items previously reported in accordance with SFAS No. 115, "Accounting for Certain Investments in Debt and Equity Securities" (SFAS 115). The related unrealized gains and losses were reclassified to retained earnings upon the adoption of the fair value option in accordance with SFAS 159. See Note 1 and 16 on pages 85 and 105, respectively, for further discussions.

        The decrease in the common stockholders' equity ratio during the three months ended March 31, 2007 reflected the above items and a 7.3% increase in total assets.

        On April 17, 2006, the Board of Directors authorized up to an additional $10 billion in share repurchases. As of March 31, 2007, $6.8 billion remained under authorized repurchase programs after the repurchase of $645 million and $7.0 billion in shares during the three months ended March 31, 2007 and full year 2006, respectively. As a result of the Company's recent acquisitions, the successful Nikko tender offer, and other growth opportunities, it is anticipated that the Company will not resume its share repurchase program for the remainder of the year. This is a forward-looking statement within the meaning of the Private Securities Litigation Reform Act. See "Forward-Looking Statements" on page 78. For further details, see "Unregistered Sales of Equity Securities and Use of Proceeds" on page 123.

69

        The table below summarizes the Company's repurchase activity:

(1)

On April 17, 2006, the Board of Directors authorized up to an additional $10 billion in share repurchases.

(2)

See "Unregistered Sales of Equity Securities and Use of Proceeds" on page 123.