Citigroup (C)

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 Facilities and Subordinate Interests."

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