Citigroup Inc (C) SEC Annual Report (10-K) for 2009

Delaware	52-1568099
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)
399 Park Avenue, New York, NY	10043
(Address of principal executive offices)	(Zip code)

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

Form 10-K
Item Number			Page
Part I
1.		Business	4-38, 42, 105-114, 148, 259-262
1A.		Risk Factors	54-60
1B.		Unresolved Staff Comments	Not Applicable
2.		Properties	262
3.		Legal Proceedings	263-266
4.		Submission of Matters to a Vote of
		Security Holders	Not Applicable
Part II
5.		Market for Registrant's Common
		Equity, Related Stockholder
		Matters, and Issuer Purchases of
		Equity Securities	45-46, 154, 257,
			267, 269-270
6.		Selected Financial Data	13
7.		Management's Discussion and
		Analysis of Financial Condition
		and Results of Operations	4-53, 61-104
7A.		Quantitative and Qualitative
		Disclosures About Market Risk	61-102,149-150,
			171-191, 195-238
8.		Financial Statements and
		Supplementary Data	120-258
9.		Changes in and Disagreements
		with Accountants on Accounting
		and Financial Disclosure	Not Applicable
9A.		Controls and Procedures	115-116
9B.		Other Information	Not Applicable

Part III
10.		Directors, Executive Officers and
		Corporate Governance	268, 270, 272*
11.		Executive Compensation	**
12.		Security Ownership of Certain
		Beneficial Owners and
		Management and Related
		Stockholder Matters	***
13.		Certain Relationships and Related
		Transactions, and Director Independence	****
14.		Principal Accounting Fees and
		Services	*****
Part IV
15.		Exhibits and Financial Statement
		Schedules	273

*		For additional information regarding Citigroup's Directors, see "Corporate Governance," "Proposal 1: Election of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the definitive Proxy Statement for Citigroup's Annual Meeting of Stockholders scheduled to be held on April 20, 2010, to be filed with the SEC (the Proxy Statement), incorporated herein by reference.
**		See "Executive Compensation-The Personnel and Compensation Committee Report," "Compensation Discussion and Analysis" and "Compensation Tables" in the Proxy Statement, incorporated herein by reference.
***		See "About the Annual Meeting," "Stock Ownership" and "Proposal 3: Approval of Citigroup 2010 Stock Incentive Plan" in the Proxy Statement, incorporated herein by reference.
****		See "Corporate Governance-Director Independence," "Certain Transactions and Relationships, Compensation Committee Interlocks and Insider Participation," "Indebtedness," "Proposal 1: Election of Directors" and "Executive Compensation" in the Proxy Statement, incorporated herein by reference.
*****		See "Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm" in the Proxy Statement, incorporated herein by reference.

OVERVIEW	4
CITIGROUP SEGMENTS AND REGIONS	5
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS	7
EXECUTIVE SUMMARY	7
2010 Business Outlook	11
RESULTS OF OPERATIONS	13
FIVE-YEAR SUMMARY OF SELECTED
FINANCIAL DATA	13
SEGMENT, BUSINESS AND PRODUCT -
INCOME (LOSS) AND REVENUES	14
Citigroup Income (Loss)	14
Citigroup Revenues	15
CITICORP	16
Regional Consumer Banking	17
North America Regional Consumer Banking	18
EMEA Regional Consumer Banking	20
Latin America Regional Consumer Banking	22
Asia Regional Consumer Banking	24
Institutional Clients Group	26
Securities and Banking	27
Transaction Services	29
CITI HOLDINGS	30
Brokerage and Asset Management	31
Local Consumer Lending	32
Special Asset Pool	35
CORPORATE/OTHER	38
BALANCE SHEET REVIEW	39
Segment Balance Sheet at December 31, 2009	42
CAPITAL RESOURCES AND LIQUIDITY	43
Capital Resources	43
Funding and Liquidity	48
OFF-BALANCE-SHEET ARRANGEMENTS	52
CONTRACTUAL OBLIGATIONS	53
RISK FACTORS	54
MANAGING GLOBAL RISK	61
Risk Management-Overview	61
Risk Aggregation and Stress Testing	62
Risk Capital	62
Credit Risk	63
Loan and Credit Overview	63
2010 Credit Outlook	63
Loans Outstanding	64
Details of Credit Loss Experience	65
Non-Accrual Assets	66
Foregone Interest Revenue on Loans	68
Corporate Loans	68
Consumer Loan Delinquency Amounts and Ratios	70
Consumer Loan Net Credit Losses and Ratios	71
Consumer Loan Modification Programs	72
U.S. Consumer Lending	73
Corporate Loan Details	82
U.S. Subprime-Related Direct Exposure in Citi Holdings-
Special Asset Pool	85

Direct Exposure to Monolines	87
Highly Leveraged Financial Transactions	88
Market Risk	89
Average Balances and Interest Rates-Assets	94
Average Balances and Interest Rates-Liabilities and
Equity, and Net Interest Revenue	95
Analysis of Changes in Interest Revenue	96
Analysis of Changes in Interest Expense and                       Net Interest Revenue	97
Operational Risk	98
Country and FFIEC Cross-Border Risk Management Process	99
Country and Cross-Border Risk	99
DERIVATIVES	100
PENSION AND POSTRETIREMENT PLANS	103
SIGNIFICANT ACCOUNTING POLICIES AND
SIGNIFICANT ESTIMATES	105
Valuations of Financial Instruments	105
Allowance for Credit Losses	107
Securitizations	107
Goodwill	110
Income Taxes	112
Legal Reserves	113
Accounting Changes and Future Application of
Accounting Standards	113
FORWARD-LOOKING INFORMATION	114
CONTROLS AND PROCEDURES	115
MANAGEMENT'S REPORT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING	116
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM - INTERNAL
CONTROL OVER FINANCIAL REPORTING	117
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM -
CONSOLIDATED FINANCIAL STATEMENTS	118
FINANCIAL STATEMENTS AND NOTES TABLE
OF CONTENTS	119
CONSOLIDATED FINANCIAL STATEMENTS	120
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS	126
FINANCIAL DATA SUPPLEMENT (Unaudited)	258
Ratios	258
Average Deposit Liabilities in Offices Outside the U.S.	258
Maturity Profile of Time Deposits ($100,000 or more)
in U.S. Offices	258
Short-Term and Other Borrowings	258
SUPERVISION AND REGULATION	259
CUSTOMERS	261
COMPETITION	262
PROPERTIES	262
LEGAL PROCEEDINGS	263
UNREGISTERED SALES OF EQUITY; PURCHASES OF EQUITY SECURITIES; DIVIDENDS	267
CORPORATE INFORMATION	270
CITIGROUP BOARD OF DIRECTORS	272

OVERVIEW

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. was formed in 1998 upon the merger of Citicorp and Travelers Group Inc.
Citigroup is now a global diversified financial services holding company whose businesses provide consumers, corporations, governments and institutions with a broad range of financial products and services. Citi has approximately 200 million customer accounts and does business in more than 140 countries.
Citigroup currently operates, for management reporting purposes, via two primary business segments: Citicorp, consisting of our Regional Consumer Banking businesses and Institutional Clients Group ; and Citi Holdings, consisting of our Brokerage and Asset Management and Local Consumer Lending businesses, and a Special Asset Pool . There is also a third segment, Corporate/Other . For a further description of the business segments and the products and services they provide, see "Citigroup Segments" below, "Management's Discussion and Analysis of Financial Condition and Results of Operations" and Note 4 to the Consolidated Financial Statements.
Throughout this report, "Citigroup" and "Citi" refer to Citigroup Inc. and its consolidated subsidiaries.

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

OVERVIEW (Continued)

On December 23, 2009, Citigroup repaid $20 billion of trust preferred securities held by the U.S. Treasury under the U.S. government's Troubled Asset Relief Program (TARP) and exited from the loss-sharing agreement, which covered a specified pool of assets, with the U.S. Treasury, FDIC and the Federal Reserve Bank of New York. In connection with the exiting from the loss-sharing agreement, $1.8 billion of the approximately $7.1 billion of additional trust preferred securities held by the U.S. Treasury and FDIC was cancelled. As a result of the repayment of TARP and the exit from the loss-sharing agreement, effective in 2010, Citi is no longer deemed to be a beneficiary of "exceptional financial assistance" under TARP.

 Following these transactions, as of December 31, 2009 (i) the U.S. Treasury continued to hold approximately 7.7 billion shares, or approximately 27%, of Citi's common stock, (ii) the U.S. Treasury and FDIC continue to hold an aggregate of approximately $5.3 billion of Citi's trust preferred securities, and (iii) the U.S. Treasury continues to hold three warrants exercisable for an aggregate of approximately 465.1 million shares of Citi's common stock. See "Management's Discussion and Analysis of Financial Condition and Results of Operations-Executive Summary-Repayment of TARP and Exit from Loss-Sharing Agreement; Common and Preferred Stock Activities" for additional information.

 At December 31, 2009, Citi had approximately 265,300 full-time employees and 3,700 part-time employees. At December 31, 2008, Citi had approximately 322,800 full-time and 4,100 part-time employees.

 Additional information about Citigroup is available on the company's Web site at www.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 its other filings with the Securities and Exchange Commission (SEC) are available free of charge through the Web site by clicking on the "Investors" page and selecting "All SEC Filings." The SEC Web site also contains reports, proxy and information statements, and other information regarding Citi, at www.sec.gov .

Please see "Risk Factors" below for a discussion of certain risks and uncertainties that could materially impact Citigroup's financial condition and results of operations.

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

EXECUTIVE SUMMARY

Introduction

Citigroup is a global diversified financial services holding company whose businesses provide consumers, corporations, governments and institutions with a broad range of financial products and services, including consumer banking, credit cards, corporate and investment banking, securities brokerage and wealth management. Citigroup has approximately 200 million customer accounts and does business in more than 140 countries.

 In response to the dramatic and profound changes in the market environment that became increasingly apparent through 2008, in early 2009, Citigroup decided to increase the focus on its core businesses and reorganized into three business segments for management and reporting purposes: Citicorp ( Regional Consumer Banking and Institutional Clients Group ); Citi Holdings ( Brokerage and Asset Management, Local Consumer Lending, and Special Asset Pool ); and Corporate/Other (Treasury, corporate expenses). Citi believes the realignment allows it to enhance the capabilities and performance of Citigroup's core assets, through Citicorp, as well as to tighten its focus on risk management and reduce and realize value from its non-core assets, through Citi Holdings.

 Citigroup reported a net loss for 2009 of $1.6 billion, as compared to a $27.7 billion loss in 2008. Diluted EPS was a loss of $0.80 per share in 2009, versus a loss of $5.63 per share in 2008, and net revenue was $80.3 billion in 2009, versus $51.6 billion in 2008. Net interest revenue declined by $4.8 billion to $48.9 billion in 2009, generally as a result of lower average interest-earning assets, as the company continued its focus on de-risking its balance sheet and decreasing its total assets. Non-interest revenues improved by approximately $33.5 billion to $31.4 billion in 2009, primarily due to lower negative revenue marks in 2009. The decrease in net loss from year to year was primarily attributable to lower revenue marks in 2009 compared with 2008 (a pretax loss of $3.4 billion in 2009 versus a pretax loss of $38.5 billion in 2008), the $11.1 billion pretax Smith Barney gain on sale recorded in the second quarter of 2009 and a $1.4 billion pretax gain related to the exchange offers recognized in the third quarter of 2009. Partially offsetting these items were increasing credit loss provisions during the year and a $10.1 billion pretax loss associated with the repayment of TARP and the exit from the loss-sharing agreement with the U.S. government. Additionally, 2008 included a $9.6 billion pretax goodwill impairment, a $0.9 billion pretax impairment related to Nikko Asset Management, and $3.3 billion pretax of restructuring/repositioning charges. Continued strength of the core Citi franchise was demonstrated by

strong revenues in Securities and Banking (S&B) (up 23% from 2008 levels, excluding credit value adjustments (CVA)) and continued stability in both the retail and institutional deposit bases. At December 31, 2009, total deposits were $836 billion, up 8% from December 31, 2008.

 Despite very difficult market and economic conditions, Citicorp remained profitable with $14.8 billion in income from continuing operations in 2009 versus $6.2 billion in 2008, reflecting the strength of the underlying franchise, continued client focus, cost management and strengthened risk management. Citi Holdings recorded a loss of $8.2 billion in 2009 versus a $36.0 billion loss in 2008 as substantial reductions in negative revenue marks, cost cuts and the Smith Barney gain more than offset continued increases in credit costs within Local Consumer Lending . The gain related to the exchange offers and loss associated with TARP repayment and exiting the loss-sharing agreement was recorded in Corporate/Other .

 Citigroup's 2009 financial results include the impact of 18 divestitures completed in 2009, including Smith Barney, Nikko Cordial Securities and Nikko Asset Management, and 19 divestitures completed in 2008, including Citi's German retail banking operations, CitiCapital and Redecard. These divestitures were completed in accordance with Citi's strategy of exiting non-core businesses, while optimizing value for shareholders.

 Citi's effective tax rate on continuing operations in 2009 was 86%, versus 39% in 2008. The tax provision reflected a benefit arising from a higher proportion of income earned and indefinitely reinvested in countries with relatively lower tax rates, which accounted for 26 percentage points of the differential between the federal statutory tax rate and Citi's effective tax rate in 2009, as well as a higher proportion of income from tax-advantaged sources.

Repayment of TARP and Exit from Loss-Sharing Agreement; Common and Preferred Stock Activities

Background

In October and December 2008, Citigroup raised $25 billion and $20 billion, respectively, through the sale of preferred stock and warrants to purchase common stock to the U.S. Treasury as part of TARP. In January 2009, Citi issued approximately $7.1 billion of preferred stock to the U.S. Treasury and FDIC, as well as a warrant to purchase common stock to the U.S. Treasury, as consideration for the loss-sharing agreement with the U.S. Treasury, FDIC and the Federal Reserve Bank of New York covering a specified pool of Citigroup assets.

 Pursuant to Citigroup's exchange offers consummated in July 2009, the $25 billion of TARP preferred stock issued to the U.S. Treasury in October 2008 was exchanged for approximately 7.7 billion shares of Citigroup common stock. At the same time, the $20 billion of TARP preferred stock issued to the U.S. Treasury in December 2008 and the approximately $7.1 billion of 

preferred stock issued to the U.S. Treasury and FDIC as consideration for the loss-sharing agreement were exchanged for trust preferred securities. Prior to the exchange of the preferred stock held by the U.S. government pursuant to the exchange offers, Citigroup paid the U.S. government approximately $2.2 billion in preferred dividends on its investment in Citi, and has subsequently paid approximately $800 million in interest on the trust preferred securities issued pursuant to the exchange offers.

Repayment of TARP and Exit from loss-sharing agreement

On December 23, 2009, Citigroup repaid the $20 billion of TARP trust preferred securities held by the U.S. Treasury and exited the loss-sharing agreement. In connection with the exit of the loss-sharing agreement, $1.8 billion of the trust preferred securities held by the U.S. Treasury out of the approximately $7.1 billion of trust preferred securities issued in consideration for such agreement to the U.S. Treasury and FDIC was cancelled.

 In connection with the repayment of TARP in December 2009, Citigroup raised an aggregate of approximately $20.3 billion in common equity.  On December 22, 2009 Citigroup issued $17.0 billion of common stock, or approximately 5.4 billion shares, and $3.5 billion of tangible equity units (T-DECs) of which approximately $2.8 billion was recorded as common equity and $0.7 billion was recorded as long-term debt. On December 29, 2009, Citigroup raised an additional approximate $0.6 billion of common stock, or approximately 185 million shares, pursuant to exercise of the underwriters' overallotment option. In addition, in January 2010, Citigroup issued $1.7 billion of common stock equivalents to its employees in lieu of cash compensation they would have otherwise received. Subject to shareholder approval at Citi's annual shareholder meeting scheduled to be held on April 20, 2010, the common stock equivalents will be converted into common stock.

 Following the repayment of TARP and exit from the loss-sharing agreement, as of December 31, 2009, the U.S. Treasury continues to hold approximately 7.7 billion shares, or approximately 27.0%, of Citi's common stock, not including the exercise of the warrants issued to the U.S. Treasury that remain outstanding, as described below. The U.S. Treasury has indicated that it intends to sell its holding in Citi common stock in 2010, subject to a 90-day lock-up period expiring on March 16, 2010. In addition, the U.S. Treasury and FDIC continue to hold an aggregate of approximately $5.3 billion of the trust preferred securities originally issued by Citi as consideration for the loss-sharing agreement.

 As a result of Citi's repayment of the $20 billion of TARP trust preferred securities and the exit of the loss-sharing agreement, effective in 2010, Citi is no longer deemed to be a beneficiary of "exceptional financial assistance" under TARP.

Common stock warrants issued to the U.S. Treasury

The three warrants issued to the U.S. Treasury as part of TARP and the loss-sharing agreement remain outstanding as of December 31, 2009 following Citi's repayment of TARP and exit from the loss-sharing agreement.

 Each of the warrants has a term of 10 years from the date of issuance. The warrant issued to the U.S. Treasury in October 2008 has an exercise price of $17.85 per share and is exercisable for approximately 210.1 million shares of common stock. The warrant issued to the U.S. Treasury in December 2008 has an exercise price of $10.61 per share and is exercisable for approximately 188.5 million shares of common stock. The warrant issued to the U.S. Treasury as part of the loss-sharing agreement in January 2009 also has an exercise price of $10.61 and is exercisable for approximately 66.5 million shares of common stock.

							Common stock			Citigroup
							and additional			common stock
In millions of dollars, shares in millions				Preferred stock			paid-in capital			outstanding
		Balance, December 31, 2007		$	-		$	18,062		4,995
First quarter 2008		Issuance of $12.5 billion of convertible preferred stock
		in a private offering, $3.2 billion of convertible
		preferred stock in a public offering, and $3.7 billion
		of non-convertible preferred stock in public
		offerings			19,384			-		-
		Issuance of shares for Nikko Cordial acquisition			-			(3,485	)	175
		Other activity (primarily employee benefit plans)			-			(3,391	)	-
Second quarter 2008		Issuance of shares for Nikko Cordial acquisition			-			(15	)	-
		Issuance of $8.0 billion of preferred stock in a public
		offering and $4.9 billion of common stock			8,040			4,911		194
		Other activity (primarily employee benefit plans)			-			569		-
Third quarter 2008		Other activity (primarily employee benefit plans)			-			290		-
Fourth quarter 2008		Issuance of $45 billion of preferred stock and warrants
		under TARP			43,203			1,797		-
		Preferred stock Series H discount accretion			37			-		-
		Other activity (primarily employee benefit plans)			-			484		86
		Balance, December 31, 2008		$	70,664		$	19,222		5,450
First quarter 2009		U.S. government loss-sharing agreement; issuance of
		$7.1 billion of preferred stock and warrants			3,530			88		-
		Reset of convertible preferred stock conversion price			-			1,285		-
		Preferred stock Series H discount accretion			52			-		-
		Other activity (primarily employee benefit plans)			-			(4,013	)	63
		Balance, end of period		$	74,246		$	16,582		5,513
Second quarter 2009		Preferred stock Series H discount accretion			55			-		-
		Other activity (primarily employee benefit plans)			-			138		(5	)
		Balance, end of period		$	74,301		$	16,720		5,508
Third quarter 2009  (1)		Exchange offers:
		Private investors			(12,500	)		21,839		3,846
		Public investors-convertible preferred stock			(3,146	)		5,136		823
		Public investors-non-convertible preferred stock			(11,465	)		9,149		3,351
		Public investors-trust preferred securities			-			4,532		1,660
		U.S. government matching of private exchange offer			(11,924	)		10,653		3,846
		U.S. government matching of public exchange offer			(11,926	)		10,654		3,846
		U.S. government TARP preferred stock converted to
		trust preferred securities			(19,514	)		-		-
		Preferred stock held by U.S. Treasury and FDIC related
		to loss-sharing agreement (converted to trust preferred securities)			(3,530	)		-		-
		Preferred stock Series H discount accretion			16			-		-
		Other activity (primarily employee benefit plans)			-			349		(16	)
		Balance, end of period		$	312		$	79,032		22,864
Fourth quarter 2009		Issuance of new common equity and tangible equity units (T-DECs) pursuant
		to repayment of TARP and exiting of loss-sharing agreement			-			20,298		5,582
		Other activity (primarily employee benefit plans)			-			(902	)	37
		Balance, December 31, 2009		$	312		$	98,428		28,483

(1)

In addition to the U.S. government exchanges, pursuant to the exchange offers, private holders of approximately $12.5 billion aggregate liquidation value of Citi preferred stock exchanged such preferred stock for approximately 3.8 billion shares of Citi common stock. In addition, public holders of approximately $20.3 billion aggregate liquidation value of Citi preferred stock and trust preferred securities exchanged such securities for approximately 5.8 billion shares of Citi common stock.

Business Environment

The business environment for financial services firms continued to be challenging in 2009, particularly for firms with significant exposure to consumer credit. U.S. unemployment reached 10.1%, GDP continued to contract through the second quarter, housing markets remained weak, and personal and business bankruptcies increased. These factors drove substantial increases in credit costs across consumer and corporate portfolios. Credit spreads continued to widen earlier in the year, driving further declines in the value of credit-sensitive financial instruments. Equity markets were also very weak during early 2009. At its low point in March 2009, the S&P 500 had declined 55% from December 31, 2007 levels.

 While these trends were negative for the economy and the financial services industry as a whole, they were accompanied by very high levels of volatility and wide spreads within fixed income markets during the first quarter of 2009, which provided substantial trading opportunities. As a result, fixed income capital markets businesses achieved high levels of revenue and profitability during the first quarter, offsetting some of the substantial credit losses incurred in consumer-oriented businesses, including mortgages and cards.

 Beginning in late 2008, significant U.S. government actions were implemented to help stabilize the U.S. economy and restore confidence in the capital markets. The U.S. government had available over $700 billion to invest in financial institutions, including $45 billion in Citi, through TARP. In early 2009, a $787 billion stimulus bill was signed into law. A number of additional programs helped further stimulate demand in 2009, including the U.S. government's first-time home buyer credit programs. The U.S. government also directly supported the capital markets through various programs, including the Term Asset-Backed Securities Loan Facility (TALF) and the Temporary Liquidity Guarantee Program (TLGP), and through substantial direct purchases of mortgage-backed securities. These actions, combined with continued accommodative monetary policy on the part of the Federal Reserve Board, helped keep home mortgage rates near historic lows and worked to facilitate the continued flow of credit to consumers.

 Late in 2009, some early positive economic signs were observed. U.S. GDP growth was positive in the third and fourth quarters. The S&P 500 finished the year up 23% from December 31, 2008, and up 67% from the trough level in March 2009, though still down 24% from December 31, 2007. Credit spreads, while still elevated, tightened significantly from peak levels in the early part of 2009. In the second half of the year, Citi began to observe some very early signs of stabilization and, in some areas, moderation in U.S. consumer credit trends as net credit losses declined sequentially during the third and fourth quarters, though remaining quite elevated. In addition,

improving economic and market trends led to relatively stronger advisory and equity underwriting volumes in the fourth quarter. On the other hand, lower levels of market volatility and volumes resulted in diminished trading opportunities, which led to significant sequential declines in S&B revenues in the second half of the year. In certain key markets in Asia and Latin America , improvement in the labor markets and overall economic recovery was earlier, and somewhat stronger, than that observed in the U.S. Citi observed improving credit trends in key markets including South Korea, Mexico, Australia, Singapore and India, driven by improving economic conditions as well as Citi's loss mitigation efforts. Further, while EMEA continued to be affected by a challenging economic environment, labor markets began to show some improvement, particularly in Russia and Turkey, and there were some early signs of financial stability returning to some of Citi's key markets in the region.

 While some economic and market improvements were observed in late 2009, Citi remains cautious, particularly with respect to its North American businesses, as U.S. unemployment remains high at 10.0% as of December 31, 2009, and housing markets remain relatively weak. In addition, there remains significant uncertainty regarding the pace of economic recovery and the impact of the U.S. government's unwinding of its extensive economic and market supports, which may accelerate in 2010. See "2010 Business Outlook" below.

During 2009, Citigroup sought to respond to market challenges and the profound changes in the market environment-changes in funding markets, operating models and client needs-including:

Citi restructured into two primary operating segments-Citicorp and Citi Holdings.

As described above, Citicorp comprises Citi's core franchise, while Citi Holdings consists of non-core businesses and assets that Citi intends to exit as quickly as practicable while seeking to optimize value for shareholders.

Citigroup continued to reduce operating expenses and headcount.

Citi's ongoing operating expenses in the fourth quarter of 2009 totaled $12.3 billion, down from $15.1 billion (excluding the goodwill impairment charge) in the fourth quarter of 2008 and $15.7 billion in the fourth quarter of 2007. The decline in expenses was primarily driven by divestitures and re-engineering efforts. In addition, Citi reduced headcount by over 100,000 to approximately 265,000 at December 31, 2009, compared to 375,000 at peak levels in 2007.

Citigroup strengthened its balance sheet.

Citi increased its common capital ratios.
Citi significantly increased its Tier 1 Common and Tangible Common Equity (TCE) ratios during 2009, primarily as a result of its exchange offers completed in the third quarter of 2009. At December 31, 2009, Citi's Tier 1 Common ratio was 9.6% and its TCE ratio was 10.9%, compared to 2.3% and 3.1% at December 31, 2008, respectively. In addition, Citi's Tier 1 Capital ratio was 11.7% at December 31, 2009. Tier 1 Common and related ratios are measures used and relied on by U.S. banking regulators; however, Tier 1 Common, TCE and related ratios are non-GAAP financial measures for SEC purposes. See "Capital Resources and Liquidity-Capital Resources" for additional information on these measures.
Citi improved its liquidity position.
Citigroup lengthened the maturity structure of its liabilities, increased balances of cash and highly liquid securities, continued to grow its deposit base, raised substantial equity capital and reduced illiquid assets, primarily in Citi Holdings. As a result, structural liquidity (defined as deposits, long-term debt and equity as a percentage of total assets) grew to 73% as of December 31, 2009, compared to 66% at December 31, 2008 and 63% at December 31, 2007. Citigroup had $193 billion of cash and deposits with banks as of December 31, 2009. Citi currently anticipates issuing less than $15 billion of Citigroup-level long-term debt in 2010 (down from $85 billion in 2009) due to its current strong liquidity position and anticipated asset reductions within Citi Holdings.
Citi continued to de-risk and decrease the amount of its total assets.
Citi's total assets were approximately $1.86 trillion as of December 31, 2009, down from approximately $1.94 trillion at December 31, 2008 and $2.19 trillion at December 31, 2007. Consistent with Citi's strategy, Citi Holdings now represents less than 30% of Citi's total assets as of December 31, 2009, compared to 41% at the start of 2008. While Citi made progress in de-risking and decreasing total assets, particularly in Citi Holdings, these actions, together with an expansion of the Company's loss mitigation efforts and declining yields in the trading book, resulted in a 9% reduction in net interest revenue in 2009 versus 2008 and a decrease in Citi's net interest margin (NIM) to 2.65% at December 31, 2009 compared to 3.26% at December 31, 2008.

Citigroup increased its allowance for loan losses.

During 2009, Citi added a net build of $8.0 billion to its allowance for loan losses. The allowance for loan losses was $36 billion at December 31, 2009, or 6.1% of loans, compared to $29.6 billion, or 4.3% of loans, at year-end 2008. With the adoption of SFAS 166 and 167 in the first quarter of 2010, loan loss reserves would have been $49.4 billion, or 6.6% of loans, each as of December 31, 2009 and based on current estimates. The consumer loan loss reserve was $28.4 billion at December 31, 2009, representing 14.1 months of concurrent charge-off coverage, versus 13.1 months at December 31, 2008.

Citi began to make selected investments in its core businesses.

Within Regional Consumer Banking , Citi began making selected investments in its core businesses in the latter part of 2009. For example, in Asia , Citi invested in new customer acquisition in the emerging affluent segment and in card usage promotion. In Latin America , Citi invested in card account acquisition, with a focus on higher-quality new accounts, consistent with portfolio repositioning objectives. Citigroup also continued to invest in consumer banking technology, for example, in banking products in markets such as Singapore, Hong Kong and South Korea, where mobile phones and mobile banking have intersected in ways not yet seen in the U.S. Within Transaction Services , Citi continued to invest in technology to support its global network, including its investor services suite of products, prepaid and commercial cards offerings and launch of a new front end online banking technology that provides a diverse set of functionality beyond traditional transaction management and reporting. These and similar investments have increased, and will likely continue to increase, Citi's operating expenses.

2010 BUSINESS OUTLOOK

While showing signs of improvement, the macroeconomic environment going into 2010 remains challenging, with U.S. unemployment still elevated. The U.S. government has indicated its intention to continue scaling back programs put in place to support the market during 2008 and 2009. The impact of the U.S. government's exit from many of these programs is a source of uncertainty in 2010, as is the future course of monetary policy. In addition, the potential impact of new laws and regulations (e.g., The Credit Card Accountability Responsibility and Disclosure Act of 2009 (CARD Act)), potential new capital standards, and other legislative and regulatory initiatives is a source of significant additional uncertainty regarding the business and market environment.

 Citigroup is maintaining a cautious stance in light of this uncertain market environment and continued macroeconomic headwinds. As it enters 2010, Citi is focused on maintaining high levels of capital and liquidity, rigorous risk management practices and cost discipline. In Citi Holdings, Citi will continue to focus on reducing assets, which could result in lower revenues and operating expenses in 2010. In Citicorp, the focus will remain on serving the company's core institutional, corporate and retail client base in the U.S. and around the world. Citi will continue to focus on credit loss mitigation and expense control, and may continue to invest in areas such as Asia and Latin America , where economic recovery and growth appear to be taking hold. Operating expenses may grow modestly in Citicorp in 2010, as a portion of the cost reductions achieved in Citi Holdings is re-invested in the core franchise.

 Credit costs will likely remain a significant driver of Citigroup's results in 2010, particularly in North America , where credit trends will largely depend on the broader macroeconomic environment, as well as the impact

of industry factors such as CARD Act implementation and the outcome of the Home Affordable Modification Program (HAMP) and other loss mitigation efforts. See "Results of Operations-Citicorp- North America Regional Consumer Banking , " "-Citi Holdings- Local Consumer Lending " and   "Managing Global Risk-Credit Risk" for additional information. Citi expects U.S. consumer net credit losses to increase modestly in the first quarter of 2010 from fourth quarter 2009 levels, due in part to expected seasonal patterns, after which there may be some slight improvement. However, net credit losses in the second half of 2010 will be dependent on the macroeconomic environment and success of the company's ongoing loss mitigation efforts. Changes to Citigroup's consumer loan loss reserve balances will continue to reflect the losses embedded in Citi's consumer loan portfolio due to underlying credit trends as well as the impact of Citi's forbearance programs. Citi currently expects NIM to remain under pressure due to its enhanced liquidity position and ongoing de-risking of the balance sheet.

FIVE-YEAR SUMMARY OF SELECTED FINANCIAL DATA

Citigroup Inc. and Consolidated Subsidiaries

In millions of dollars, except per-share amounts, ratios and direct staff	2009		(1)	2008			2007			2006			2005
Net interest revenue	$	48,914		$	53,749		$	45,389		$	37,928		$	37,494
Non-interest revenue		31,371			(2,150	)		31,911			48,399			42,583
Revenues, net of interest expense	$	80,285		$	51,599		$	77,300		$	86,327		$	80,077
Operating expenses		47,822			69,240			58,737			50,301			43,549
Provisions for credit losses and for benefits and claims		40,262			34,714			17,917			7,537			7,971
Income (loss) from continuing operations before income taxes	$	(7,799	)	$	(52,355	)	$	646		$	28,489		$	28,557
Income taxes (benefits)		(6,733	)		(20,326	)		(2,546	)		7,749			8,787
Income (loss) from continuing operations	$	(1,066	)	$	(32,029	)	$	3,192		$	20,740		$	19,770
Income (loss) from discontinued operations, net of taxes (2)		(445	)		4,002			708			1,087			5,417
Cumulative effect of accounting change, net of taxes (3)		-			-			-			-			(49	)
Net income (loss) before attribution of noncontrolling interests	$	(1,511	)	$	(28,027	)	$	3,900		$	21,827		$	25,138
Net income (loss) attributable to noncontrolling interests		95			(343	)		283			289			549
Citigroup's net income (loss)	$	(1,606	)	$	(27,684	)	$	3,617		$	21,538		$	24,589
Earnings per share
Basic:
Income (loss) from continuing operations	$	(0.76	)	$	(6.39	)	$	0.53		$	4.07		$	3.69
Net income (loss)		(0.80	)		(5.63	)		0.68			4.29			4.74
Diluted:
Income (loss) from continuing operations	$	(0.76	)	$	(6.39	)	$	0.53		$	4.05		$	3.67
Net income (loss)		(0.80	)		(5.63	)		0.67			4.27			4.71
Dividends declared per common share	$	0.01		$	1.12		$	2.16		$	1.96		$	1.76
At December 31
Total assets	$	1,856,646		$	1,938,470		$	2,187,480		$	1,884,167		$	1,493,886
Total deposits		835,903			774,185			826,230			712,041			591,828
Long-term debt		364,019			359,593			427,112			288,494			217,499
Mandatorily redeemable securities of subsidiary trusts		19,345			24,060			23,756			9,775			6,459
Common stockholders' equity		152,388			70,966			113,447			118,632			111,261
Total stockholders' equity		152,700			141,630			113,447			119,632			112,386
Direct staff (in thousands)		265			323			375			327			296
Ratios:
Return on common stockholders' equity (4)		(9.4	)%		(28.8	)%		2.9	%		18.8	%		22.4	%
Return on total stockholders' equity (4)		(1.1	)		(20.9	)		3.0			18.7			22.2
Tier 1 Capital		11.67	%		11.92	%		7.12	%		8.59	%		8.79	%
Total Capital		15.25			15.70			10.70			11.65			12.02
Leverage (5)		6.89			6.08			4.03			5.16			5.35
Common stockholders' equity to assets		8.21	%		3.66	%		5.19	%		6.30	%		7.45	%
Total stockholders' equity to assets		8.22			7.31			5.19			6.35			7.52
Dividend payout ratio (6)		NM			NM			322.4			45.9			37.4
Book value per common share	$	5.35		$	13.02		$	22.71		$	24.15		$	22.34
Ratio of earnings to fixed charges and preferred stock dividends		NM			NM			1.01	x		1.50	x		1.79	x

(1)		On January 1, 2009, Citigroup adopted SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements (now ASC 810-10-45-15, Consolidation: Noncontrolling Interest in a Subsidiary ), and FSP EITF 03- 6-1, "Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities" (now ASC 260-10-45-59A, Earnings Per Share: Participating Securities and the Two-Class Method ). All prior periods have been restated to conform to the current period's presentation.
(2)		Discontinued operations for 2005 to 2009 reflect the sale of Nikko Cordial Securities to Sumitomo Mitsui Banking Corporation, the sale of Citigroup's German retail banking operations to Crédit Mutuel, and the sale of CitiCapital's equipment finance unit to General Electric. In addition, discontinued operations for 2005 and 2006 include the operations and associated gain on sale of substantially all of Citigroup's asset management business, the majority of which closed on December 1, 2005. Discontinued operations from 2005 and 2006 also include the operations and associated gain on sale of Citigroup's Travelers Life & Annuity, substantially all of Citigroup's international insurance business and Citigroup's Argentine pension business to MetLife Inc., which closed on July 1, 2005. See Note 3 to the Consolidated Financial Statements.
(3)		Accounting change of $(49) million in 2005 represents the adoption of Financial Accounting Standards Board (FASB) Interpretation No. 47, Accounting for Conditional Asset Retirement Obligations, an interpretation of SFAS No. 143 (FIN 47) (now ASC 410-20, Asset Retirement and Environmental Obligations: Asset Retirement Obligations ).
(4)		The return on average common stockholders' equity is calculated using net income less preferred stock dividends divided by average common stockholders' equity. The return on total stockholders' equity is calculated using net income divided by average stockholders' equity.
(5)		Tier 1 Capital divided by each year's fourth quarter adjusted average total assets (hereinafter as adjusted average total assets).
(6)		Dividends declared per common share as a percentage of net income per diluted share.
NM Not meaningful

										% Change		% Change
In millions of dollars	2009				2008			2007		2009 vs. 2008		2008 vs. 2007
Income (loss) from Continuing Operations
CITICORP
Regional Consumer Banking
North America	$	354		$	(1,578	)	$	1,867		NM		NM
EMEA		(209	)		50			96		NM		(48	)%
Latin America		323			(3,348	)		1,616		NM		NM
Asia		1,423			1,736			2,010		(18	)%	(14	)
Total	$	1,891		$	(3,140	)	$	5,589		NM		NM
Securities and Banking
North America	$	2,417		$	2,275		$	1,687		6	%	35	%
EMEA		3,393			656			1,595		NM		(59	)
Latin America		1,512			1,048			1,436		44		(27	)
Asia		1,830			1,973			1,795		(7	)	10
Total	$	9,152		$	5,952		$	6,513		54	%	(9	)%
Transaction Services
North America	$	615		$	323		$	209		90	%	55	%
EMEA		1,287			1,246			816		3		53
Latin America		604			588			463		3		27
Asia		1,230			1,196			968		3		24
Total	$	3,736		$	3,353		$	2,456		11	%	37	%
Institutional Clients Group	$	12,888		$	9,305		$	8,969		39	%	4	%
Total Citicorp	$	14,779		$	6,165		$	14,558		NM		(58	)%
CITI HOLDINGS
Brokerage and Asset Management	$	7,107		$	(764	)	$	1,707		NM		NM
Local Consumer Lending		(10,043	)		(8,254	)		1,712		(22	)%	NM
Special Asset Pool		(5,303	)		(26,994	)		(12,111	)	80		NM
Total Citi Holdings	$	(8,239	)	$	(36,012	)	$	(8,692	)	77	%	NM
Corporate/Other	$	(7,606	)	$	(2,182	)	$	(2,674	)	NM		18	%
Income (loss) from continuing operations	$	(1,066	)	$	(32,029	)	$	3,192		97	%	NM
Discontinued operations	$	(445	)	$	4,002		$	708		NM		NM
Net income (loss) attributable to noncontrolling interests		95			(343	)		283		NM		NM
Citigroup's net income (loss)	$	(1,606	)	$	(27,684	)	$	3,617		94	%	NM

										% Change		% Change
In millions of dollars		2009			2008			2007		2009 vs. 2008		2008 vs. 2007
CITICORP
Regional Consumer Banking
North America	$	7,246		$	7,764		$	9,773		(7	)%	(21	)%
EMEA		1,555			1,865			1,587		(17	)	18
Latin America		7,354			8,758			8,279		(16	)	6
Asia		6,616			7,287			7,004		(9	)	4
Total	$	22,771		$	25,674		$	26,643		(11	)%	(4	)%
Securities and Banking
North America	$	9,400		$	10,987		$	8,998		(14	)%	22	%
EMEA		10,035			6,006			7,756		67		(23	)
Latin America		3,411			2,369			3,161		44		(25	)
Asia		4,800			5,573			5,441		(14	)	2
Total	$	27,646		$	24,935		$	25,356		11	%	(2	)%
Transaction Services
North America	$	2,526		$	2,161		$	1,646		17	%	31	%
EMEA		3,389			3,677			2,999		(8	)	23
Latin America		1,373			1,439			1,199		(5	)	20
Asia		2,501			2,669			2,254		(6	)	18
Total	$	9,789		$	9,946		$	8,098		(2	)%	23	%
Institutional Clients Group	$	37,435		$	34,881		$	33,454		7	%	4	%
Total Citicorp	$	60,206		$	60,555		$	60,097		(1	)%	1	%
CITI HOLDINGS
Brokerage and Asset Management	$	15,135		$	8,423		$	10,659		80	%	(21	)%
Local Consumer Lending		19,182			24,453			26,750		(22	)	(9	)
Special Asset Pool		(3,682	)		(39,574	)		(17,896	)	91		NM
Total Citi Holdings	$	30,635		$	(6,698	)	$	19,513		NM		NM
Corporate/Other	$	(10,556	)	$	(2,258	)	$	(2,310	)	NM		2	%
Total net revenues	$	80,285		$	51,599		$	77,300		56	%	(33	)%

										% Change		% Change
In millions of dollars		2009			2008			2007		2009 vs. 2008		2008 vs. 2007
Net interest revenue	$	33,263		$	33,970		$	25,600		(2	)%	33	%
Non-interest revenue		26,943			26,585			34,497		1		(23	)
Total revenues, net of interest expense	$	60,206		$	60,555		$	60,097		(1	)%	1	%
Provisions for credit losses and for benefits and claims
Net credit losses	$	6,079		$	4,941		$	2,700		23	%	83	%
Credit reserve build		2,562			3,219			1,069		(20	)	NM
Provision for loan losses	$	8,641		$	8,160		$	3,769		6	%	NM
Provision for benefits and claims		48			6			16		NM		(63	)%
Provision for unfunded lending commitments		138			(191	)		79		NM		NM
Total provisions for credit losses and for benefits and claims	$	8,827		$	7,975		$	3,864		11	%	NM
Total operating expenses	$	31,725		$	43,533		$	36,437		(27	)%	19	%
Income from continuing operations before taxes	$	19,654		$	9,047		$	19,796		NM		(54	)%
Provisions for income taxes		4,875			2,882			5,238		69	%	(45	)
Income from continuing operations	$	14,779		$	6,165		$	14,558		NM		(58	)%
Net income attributable to noncontrolling interests		68			29			63		NM		(54	)
Citicorp's net income	$	14,711		$	6,136		$	14,495		NM		(58	)%
Balance sheet data (in billions of dollars)
Total EOP assets	$	1,079		$	1,002		$	1,222		8	%	(18	)%
Average assets	$	1,035		$	1,256		$	1,353		(18	)%	(7	)%
Total EOP deposits	$	731		$	673		$	733		9	%	(8	)%

										% Change		% Change
In millions of dollars		2009			2008			2007		2009 vs. 2008		2008 vs. 2007
Net interest revenue	$	15,524		$	16,230		$	13,896		(4	)%	17	%
Non-interest revenue		7,247			9,444			12,747		(23	)	(26	)
Total revenues, net of interest expense	$	22,771		$	25,674		$	26,643		(11	)%	(4	)%
Total operating expenses	$	14,157		$	22,578		$	15,625		(37	)%	44	%
Net credit losses	$	5,356		$	4,024		$	2,390		33	%	68	%
Credit reserve build		1,705			2,070			902		(18	)	NM
Provision for benefits and claims		48			6			15		NM		(60	)
Provisions for loan losses and for benefits and claims	$	7,109		$	6,100		$	3,307		17	%	84	%
Income (loss) from continuing operations before taxes	$	1,505		$	(3,004	)	$	7,711		NM		NM
Income taxes (benefits)		(386	)		136			2,122		NM		(94	)%
Income (loss) from continuing operations	$	1,891		$	(3,140	)	$	5,589		NM		NM
Net income attributable to noncontrolling interests		-			11			18		(100	)%	(39	)%
Net income (loss)	$	1,891		$	(3,151	)	$	5,571		NM		NM
Average assets (in billions of dollars)	$	196		$	219		$	199		(11	)%	10	%
Return on assets		0.96	%		(1.44	)%		2.80	%
Average deposits (in billions of dollars)	$	271		$	267		$	256		1	%	4	%
Net credit losses as a percentage of average loans		4.47	%		3.15	%		2.08	%
Revenue by business
Retail banking	$	12,799		$	13,700		$	12,871		(7	)%	6	%
Citi-branded cards		9,972			11,974			13,772		(17	)	(13	)
Total	$	22,771		$	25,674		$	26,643		(11	)%	(4	)%
Income (loss) from continuing operations by business
Retail banking	$	2,006		$	(3,965	)	$	2,400		NM		NM
Citi-branded cards		(115	)		825			3,189		NM		(74	)%
Total	$	1,891		$	(3,140	)	$	5,589		NM		NM

										% Change		% Change
In millions of dollars		2009			2008			2007		2009 vs. 2008		2008 vs. 2007
Net interest revenue	$	4,559		$	3,662		$	3,019		24	%	21	%
Non-interest revenue		2,687			4,102			6,754		(34	)	(39	)
Total revenues, net of interest expense	$	7,246		$	7,764		$	9,773		(7	)%	(21	)%
Total operating expenses	$	5,359		$	8,388		$	6,401		(36	)%	31	%
Net credit losses	$	1,151		$	615		$	450		87	%	37	%
Credit reserve build/(release)		446			463			96		(4	)	NM
Provisions for benefits and claims		48			5			(3	)	NM		NM
Provision for loan losses and for benefits and claims	$	1,645		$	1,083		$	543		52	%	99	%
Income (loss) from continuing operations before taxes		242		$	(1,707	)	$	2,829		NM		NM
Income taxes (benefits)		(112	)		(129	)		962		13	%	NM
Income (loss) from continuing operations	$	354		$	(1,578	)	$	1,867		NM		NM
Net income (loss) attributable to noncontrolling interests		-			-			-		-		-
Net income (loss)	$	354		$	(1,578	)	$	1,867		NM		NM
Average assets (in billions of dollars)	$	34		$	36		$	39		(6	)%	(8	)%
Average deposits (in billions of dollars)	$	137		$	123		$	120		11	%	3	%
Net credit losses as a percentage of average loans		5.84	%		3.60	%		2.68	%
Revenue by business
Retail banking	$	3,907		$	3,770		$	3,301		4	%	14	%
Citi-branded cards		3,339			3,994			6,472		(16	)	(38	)
Total	$	7,246		$	7,764		$	9,773		(7	)%	(21	)%
Income (loss) from continuing operations by business
Retail banking	$	429		$	(1,788	)	$	111		NM		NM
Citi-branded cards		(75	)		210			1,756		NM		(88	)%
Total	$	354		$	(1,578	)	$	1,867		NM		NM

2009 vs. 2008

Revenues, net of interest expense declined 7%, primarily reflecting higher credit losses in the securitization trusts, which were offset by higher credit-card-securitization revenue, higher net interest margin in cards and higher volumes in retail banking.

 Net interest revenue was up 24%, driven by the impact of pricing actions and lower funding costs in Citi-branded cards, and by higher deposit volumes in retail banking, with average deposits up 11% from the prior year.

 Non-interest revenue declined 34%, driven by higher credit losses flowing through the securitization trusts partially offset by securitization revenue, and by the absence of a $349 million gain on the sale of Visa shares and a $170 million gain from a cards portfolio sale in the prior year.

 Operating expenses declined 36% from the prior year. Excluding a 2008 goodwill impairment charge of $2.3 billion, expenses were down 12% reflecting the benefits from re-engineering efforts, lower marketing costs, and the absence of $217 million in repositioning charges in the prior year offset by the absence of a prior-year $159 million Visa litigation reserve release.

 Provisions for loan losses and for benefits and claims increased $562 million, or 52%, primarily due to rising net credit losses in both cards and retail banking. Continued weakening of leading credit indicators and trends in the macroeconomic environment, including rising unemployment and higher bankruptcy filings, primarily drove higher credit costs. The cards managed net credit loss ratio increased 386 basis points to 9.58%, while the retail banking net credit loss ratio increased 75 basis points to 4.29% (see the "Managed Presentations" section below).

2008 vs. 2007

Revenues, net of interest expense decreased 21%, driven by lower securitization revenue and higher credit losses in the securitization trusts, which were partially offset by higher net interest margin in cards and higher revenues in retail banking. Lower securitization revenue was mainly driven by a write-down of $1.1 billion in the residual interest in securitized balances. The residual interest was primarily affected by deterioration in the projected credit loss assumption used to value the asset.

 Net interest revenue was up 21%, mainly driven by lower funding costs.

 Non-interest revenue decreased 39%, primarily due to lower securitization revenue, higher credit losses in the securitization trusts, and the absence of a $297 million gain on the sale of MasterCard shares in 2007. This decline was partially offset by a $349 million gain on the sale of Visa shares and a $170 million gain from a cards portfolio sale in 2008.

 Operating expenses increased 31%, primarily driven by a $2.3 billion goodwill impairment charge in 2008. Excluding the charge, expenses were down 5% mainly reflecting the absence of a $292 million Visa litigation-related charge in 2007 and a $159 million Visa litigation reserve release in 2008, partially offset by $217 million repositioning charges in 2008.

 Provisions for loan losses and for benefits and claims increased $540 million driven by higher net credit losses, up $165 million, and a higher loan loss reserve build, up $367 million, in both cards and retail banking. Higher credit costs reflected a weakening of leading credit indicators, including the continued acceleration in the rate at which delinquent cards customers advanced to write-off, as well as trends in the macroeconomic environment, including the housing market downturn and rising unemployment. The cards managed net credit loss ratio increased 191 basis points to 5.72%, while the retail banking net credit loss ratio increased 14 basis points to 3.54%.

Managed Presentations

Managed-basis (Managed) presentations detail certain non-GAAP financial measures. Managed presentations (applicable only to North American branded and retail partner credit card operations in NA RCB and Citi Holdings - Local Consumer Lending , respectively, as there are no deconsolidated credit card securitizations in any other region) include results from both the on-balance-sheet loans and off-balance-sheet loans, and exclude the impact of credit card securitizations 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 believes that Managed presentations are useful to investors because they are widely used by analysts and investors within the credit card industry. Managed presentations are commonly used by other companies within the financial services industry. See also the "2010 Outlook" for NA RCB below.

	2009		2008		2007
Managed credit losses as
a percentage of average
managed loans	9.14	%	5.62	%	3.81	%
Impact from credit card
securitizations	3.30	%	2.02	%	1.13	%
Net credit losses as a
percentage of average loans	5.84	%	3.60	%	2.68	%

2010 Outlook

In 2010, NA RCB is expected to continue to operate in a challenging economic and credit environment. Revenues will be affected by the continued U.S. economic downturn that has impacted customer demand and credit performance, as well as by legislative and regulatory changes. Both retail banking and cards will continue to focus on tight expense control, productivity improvements, and effective credit management. With high levels of unemployment and bankruptcy filings in 2010, net credit losses, delinquencies and defaults are expected to remain at elevated levels during the year.

 NA RCB results will also continue to be impacted by Citi's continued implementation of the CARD Act as well as the company's loss mitigation and forbearance programs, particularly in Citi's card and U.S. mortgage businesses. The majority of the provisions of the CARD Act will have taken effect by February 2010. The CARD Act implementation began to impact card revenues in the fourth quarter of 2009 as lower net interest rate revenue due to such implementation was partially mitigated by pricing actions. Management within NA RCB continues to review and revise the company's credit card business model to implement the required changes of the CARD Act, and this will likely continue throughout 2010. While management of NA RCB believes that it can mitigate a portion of the impact of the CARD Act, Citi currently estimates that the net impact of the CARD Act on NA RCB revenues for 2010 could be a reduction of approximately $400 to $600 million. See also "Results of Operations-Citi Holdings- Local Consumer Lending " and "Managing Global Risk-Credit Risk" below.

 In addition, on January 1, 2010, Citi adopted SFAS No. 166, Accounting for Transfers of Financial Assets, an Amendment of FASB Statement No. 140 (SFAS 166) and SFAS No. 167 Amendments to FASB Interpretation No. 46(R) (SFAS 167). These new accounting standards will be applied prospectively and will require consolidation of certain credit card securitization trusts and the elimination of sale accounting for transfers of credit card receivables to those trusts. Under previous accounting standards, transfers of credit card receivables to the securitization trusts were accounted for as sales. Consequently, beginning in 2010, the financial results of NA RCB will vary from previously reported financial results prepared under the amended accounting standards. See Note 1 to the Consolidated Financial Statements for a discussion of "Future Application of Accounting Standards" for further detail.

											% Change		% Change
In millions of dollars			2009			2008			2007		2009 vs. 2008		2008 vs. 2007
Net interest revenue		$	979		$	1,269		$	967		(23	)%	31	%
Non-interest revenue			576			596			620		(3	)	(4	)
Total revenues, net of interest expense		$	1,555		$	1,865		$	1,587		(17	)%	18	%
Total operating expenses		$	1,094		$	1,500		$	1,265		(27	)%	19	%
Net credit losses		$	487		$	237		$	113		NM		NM
Credit reserve build/(release)			307			75			96		NM		(22	)%
Provisions for loan losses		$	794		$	312		$	209		NM		49	%
Income (loss) from continuing operations before taxes		$	(333	)	$	53		$	113		NM		(53	)%
Income taxes (benefits)			(124	)		3			17		NM		(82	)
Income (loss) from continuing operations		$	(209	)	$	50		$	96		NM		(48	)%
Net income attributable to noncontrolling interests			-			12			18		(100	)%	(33	)
Net income (loss)		$	(209	)	$	38		$	78		NM		(51	)%
Average assets (in billions of dollars)		$	11		$	13		$	10		(15	)%	30	%
Return on assets			(1.90	)%		0.29	%		0.78	%
Average deposits (in billions of dollars)		$	9		$	11		$	9		(18	)%	22	%
Net credit losses as a percentage of average loans			5.81	%		2.48	%		1.56	%
Revenue by business
Retail banking		$	889		$	1,160		$	1,039		(23	)%	12	%
Citi-branded cards			666			705			548		(6	)	29
Total		$	1,555		$	1,865		$	1,587		(17	)%	18	%
Income (loss) from continuing operations by business
Retail banking		$	(179	)	$	(57	)	$	(8	)	NM		NM
Citi-branded cards			(30	)		107			104		NM		3	%
Total		$	(209	)	$	50		$	96		NM		(48	)%

2008 vs. 2007
Revenues, net of interest expense increased 18% due to growth in the size of the portfolio across Central and Eastern Europe and the Middle East. Investment sales declined by 39% with assets under management declining by 42% as a result of market conditions in the second half of 2008. 
Net interest revenue was 31% higher than the prior year due to growth in the size of the portfolio across Central and Eastern Europe and the Middle East and growth in revolving balances. Average loans for retail banking were up 26%, cards were up 49% and average deposits were up 22%. 
Non-interest revenue decreased by 4% due to reduced investment revenue as a result of market conditions.
Operating expenses increased 19%, reflecting growth in the portfolio and repositioning charges. 
Provisions for loan losses increased 49% to $312 million. Net credit losses increased from $113 million to $237 million, while the Loan loss reserve build decreased by 22% to $75 million. Credit costs increased as a result of market conditions driving deterioration in the portfolio.

											% Change		% Change
In millions of dollars			2009			2008			2007		2009 vs. 2008		2008 vs. 2007
Net interest revenue		$	5,303		$	6,391		$	5,567		(17	)%	15	%
Non-interest revenue			2,051			2,367			2,712		(13	)	(13	)
Total revenues, net of interest expense		$	7,354		$	8,758		$	8,279		(16	)%	6	%
Total operating expenses		$	4,232		$	8,857		$	4,503		(52	)%	97	%
Net credit losses		$	2,435		$	2,205		$	1,189		10	%	85	%
Credit reserve build/(release)			458			1,116			504		(59	)	NM
Provision for benefits and claims			-			1			18		(100	)	(94	)
Provisions for loan losses and for benefits and claims		$	2,893		$	3,322		$	1,711		(13	)%	94	%
Income (loss) from continuing operations before taxes		$	229		$	(3,421	)	$	2,065		NM		NM
Income taxes (benefits)			(94	)		(73	)		449		(29	)%	NM
Income (loss) from continuing operations		$	323		$	(3,348	)	$	1,616		NM		NM
Net income attributable to noncontrolling interests			-			-			1		-		(100	)%
Net income (loss)		$	323		$	(3,348	)	$	1,615		NM		NM
Average assets (in billions of dollars)			61		$	76		$	63		(20	)%	21	%
Return on assets			0.53	%		(4.41	)%		2.56	%
Average deposits (in billions of dollars)		$	36		$	40		$	38		(10	)%	5	%
Net credit losses as a percentage of average loans			8.60	%		7.11	%		4.57	%
Revenue by business
Retail banking		$	3,872		$	4,097		$	3,979		(5	)%	3	%
Citi-branded cards			3,482			4,661			4,300		(25	)	8
Total		$	7,354		$	8,758		$	8,279		(16	)%	6	%
Income (loss) from continuing operations by business
Retail banking		$	547		$	(3,500	)	$	812		NM		NM
Citi-branded cards			(224	)		152			804		NM		(81	)%
Total		$	323		$	(3,348	)	$	1,616		NM		NM

2009 vs. 2008
Revenues, net of interest expense declined 16%, driven by the impact of FX translation as well as lower activity in the branded cards business. 
Net interest revenue decreased 17%, mainly driven by FX translation impact as well as lower volumes and spread compression in the branded cards business that offset the growth in loans, deposits and investment products in the retail business. 
Non interest revenue decreased 13%, driven also by FX impact and lower branded cards fee income from lower customer activity.

Operating expenses decreased 52%, primarily driven by the absence of a goodwill impairment charge of $4.3 billion in 2008, the benefit associated with the FX impact and saves from restructuring actions implemented primarily at the end of 2008. The $125 million related to 2008 restructuring charges was offset by an expense benefit of $257 million related to a legal vehicle restructuring in 2008. Expenses increased slightly in the fourth quarter of 2009 primarily due to selected marketing and investment spending. 
Provisions for loan losses and for benefits and claims decreased 13% primarily reflecting lower loan loss reserve builds as a result of lower volumes, improved portfolio quality and lower net credit losses in the branded cards portfolio primarily in Mexico due to repositioning in the portfolio.

2008 vs. 2007

Revenues, net of interest expense increased 6% compared to the prior year, associated with higher volumes and partially offset by the extraordinary gains recorded in 2007: a $235 million gain on the sale of Visa shares and a $78 million gain on the sale of MasterCard shares. 
Net interest revenue increased 15% driven by higher volumes in both the branded cards and retail businesses. 
Non-interest revenue declined, driven by the 2007 Visa and MasterCard extraordinary gains.
Operating expenses growth of 97% was mainly driven by goodwill impairment of $4.3 billion in 2008, and to a lesser extent, restructuring charges of $125 million. Partially offsetting these increases was a $257 million expense benefit related to a legal vehicle restructuring.
Provisions for loan losses and for benefits and claims increased 94%, primarily driven by higher loan loss reserve builds in 2008 reflecting portfolio growth and market conditions.

2010 Outlook
Improving economic conditions across the region, including the level of exchange rates, the credit environment and unemployment rates, are currently expected to have a positive impact on LATAM RCB performance in 2010. However, LATAM RCB results will depend on overall macroeconomic conditions in the region as well as the impact of loss mitigation efforts and the repositioning of the portfolio. 
During the fourth quarter of 2009, LATAM RCB began to increase investments in card account acquisition, with a focus on higher-quality accounts. This step may begin to contribute to account and card revenue growth in 2010. While the business anticipates continued selective marketing and investment spending during the year, management of LATAM RCB currently expects that overall operating expenses will continue to reflect re-engineering efforts.
In addition, Mexico's Ministry of Finance has publicly stated that the U.S. government ownership stake in Citigroup does not violate Mexican law barring indirect foreign government ownership of Mexican affiliate banks. The Mexican Senate has asked the Mexican Supreme Court to determine the constitutionality of the Ministry's interpretation. The Mexican Supreme Court is considering and will issue a resolution on the matter. Neither Citi, Banamex nor the U.S. government is a party to this proceeding.

											% Change		% Change
In millions of dollars			2009			2008			2007		2009 vs. 2008		2008 vs. 2007
Net interest revenue		$	4,683		$	4,908		$	4,343		(5	)%	13	%
Non-interest revenue			1,933			2,379			2,661		(19	)	(11	)
Total revenues, net of interest expense		$	6,616		$	7,287		$	7,004		(9	)%	4	%
Total operating expenses		$	3,472		$	3,833		$	3,456		(9	)%	11	%
Net credit losses		$	1,283		$	967		$	638		33	%	52	%
Credit reserve build			494			416			206		19		NM
Provisions for loan losses and for benefits and claims		$	1,777		$	1,383		$	844		28	%	64	%
Income from continuing operations before taxes		$	1,367		$	2,071		$	2,704		(34	)%	(23	)%
Income taxes (benefits)			(56	)		335			694		NM		(52	)
Income from continuing operations		$	1,423		$	1,736		$	2,010		(18	)%	(14	)%
Net (loss) attributable to noncontrolling interests			-			(1	)		(1	)	100		-
Net income		$	1,423		$	1,737		$	2,011		(18	)%	(14	)%
Average assets (in billions of dollars)		$	90		$	94		$	88		(4	)%	7	%
Return on assets			1.58	%		1.85	%		2.29	%
Average deposits (in billions of dollars)		$	89		$	93		$	89		(4	)%	4	%
Net credit losses as a percentage of average loans			2.02	%		1.38	%		0.98	%
Revenue by business
Retail banking		$	4,131		$	4,673		$	4,552		(12	)%	3	%
Citi-branded cards			2,485			2,614			2,452		(5	)	7	%
Total		$	6,616		$	7,287		$	7,004		(9	)%	4	%
Income from continuing operations by business
Retail banking		$	1,209		$	1,380		$	1,485		(12	)%	(7	)
Citi-branded cards			214			356			525		(40	)	(32	)
Total		$	1,423		$	1,736		$	2,010		(18	)%	(14	)%

2009 vs. 2008

Revenues, net of interest expense declined 9%, driven by the absence of the gain on Visa shares in the prior year, lower investment product revenues and cards purchase sales, lower spreads, and the impact of FX translation. 
Net interest revenue was 5% lower than the prior year. Average loans and deposits were down 10% and 4%, respectively, in each case partly due to the impact of FX translation. 
Non-interest revenue declined 19%, primarily due to the decline in investment revenues, lower cards purchase sales, the absence of the gain on Visa shares and the impact of FX translation.

2008 vs. 2007
Revenues, net of interest expense increased 4%, driven by higher cards purchase sales and higher loan and deposit volumes, partially offset by lower gains on Visa shares than the prior year and a 47% decline in investment sales. 
Net interest revenue was 13% higher than the prior year reflecting higher card balances, higher average loans and deposits, and better spreads. 
Non-interest revenue declined 11%, primarily due to the lower gains on Visa shares than the prior year and the decline in investment sales, partially offset by higher cards purchase sales.
Operating expenses increased 11%, reflecting higher business volume and restructuring expenses in 2008.
Provisions for loan losses and for benefits and claims increased 64%, mainly due to higher net credit losses and higher credit reserve builds, reflective of the overall economic environment in the region.

2010 Outlook
The 2010 performance of Asia RCB will continue to be driven by improving macroeconomic conditions in the region, supported by continued investment spending in the business and product capability. Asia RCB anticipates continued investment in expanded retail distribution, an enhanced wealth management offering and increased expenditure on card promotion and account acquisition, which could result in an increase in year-on-year expenses. While Asia RCB currently expects credit trends, including declining net credit losses and improving delinquencies, to continue in 2010, credit trends in the region will also be affected by the pace of recovery in the U.S. and European Union.

											% Change		% Change
In millions of dollars			2009			2008			2007		2009 vs. 2008		2008 vs. 2007
Commissions and fees		$	2,075		$	2,876		$	3,156		(28	)%	(9	)%
Administration and other fiduciary fees			4,964			5,413			5,014		(8	)	8
Investment banking			4,685			3,329			5,399		41		(38	)
Principal transactions			6,001			6,544			7,012		(8	)	(7	)
Other			1,971			(1,021	)		1,169		NM		NM
Total non-interest revenue		$	19,696		$	17,141		$	21,750		15	%	(21	)%
Net interest revenue (including dividends)			17,739			17,740			11,704		-		52
Total revenues, net of interest expense		$	37,435		$	34,881		$	33,454		7	%	4	%
Total operating expenses			17,568			20,955			20,812		(16	)	1
Net credit losses			723			917			310		(21	)	NM
Provision for unfunded lending commitments			138			(191	)		79		NM		NM
Credit reserve build			857			1,149			167		(25	)	NM
Provision for benefits and claims			-			-			1		-		(100	)
Provisions for loan losses and benefits and claims		$	1,718		$	1,875		$	557		(8	)%	NM
Income from continuing operations before taxes		$	18,149		$	12,051		$	12,085		51	%	-
Income taxes			5,261			2,746			3,116		92		(12	)%
Income from continuing operations		$	12,888		$	9,305		$	8,969		39	%	4	%
Net income attributable to noncontrolling interests			68			18			45		NM		(60	)
Net income		$	12,820		$	9,287		$	8,924		38	%	4	%
Average assets (in billions of dollars)		$	839		$	1,037		$	1,154		(19	)%	(10	)%
Return on assets			1.53	%		0.90	%		0.77	%
Revenues by region
North America		$	11,926		$	13,148		$	10,644		(9	)%	24	%
EMEA			13,424			9,683			10,755		39		(10	)
Latin America			4,784			3,808			4,360		26		(13	)
Asia			7,301			8,242			7,695		(11	)	7
Total		$	37,435		$	34,881		$	33,454		7	%	4	%
Income from continuing operations by region
North America		$	3,032		$	2,598		$	1,896		17	%	37	%
EMEA			4,680			1,902			2,411		NM		(21	)
Latin America			2,116			1,636			1,899		29		(14	)
Asia			3,060			3,169			2,763		(3	)	15
Total		$	12,888		$	9,305		$	8,969		39	%	4	%
Average loans by region (in billions of dollars)
North America		$	45		$	50		$	51		(10	)%	(2	)%
EMEA			44			54			56		(19	)	(4	)
Latin America			21			24			26		(13	)	(8	)
Asia			28			37			38		(24	)	(3	)
Total		$	138		$	165		$	171		(16	)%	(4	)%

											% Change		% Change
In millions of dollars			2009			2008			2007		2009 vs. 2008		2008 vs. 2007
Net interest revenue		$	12,088		$	12,255		$	7,450		(1	)%	64	%
Non-interest revenue			15,558			12,680			17,906		23		(29	)
Revenues, net of interest expense		$	27,646		$	24,935		$	25,356		11	%	(2	)%
Total operating expenses			13,053			15,799			16,178		(17	)	(2	)
Net credit losses			720			899			306		(20	)	NM
Provisions for unfunded lending commitments			138			(185	)		79		NM		NM
Credit reserve build			853			1,126			201		(24	)	NM
Provisions for benefits and claims			-			-			1		-		(100	)
Provisions for loan losses and benefits and claims		$	1,711		$	1,840		$	587		(7	)%	NM
Income before taxes and noncontrolling interests		$	12,882		$	7,296		$	8,591		77	%	(15	)%
Income taxes			3,730			1,344			2,078		NM		(35	)
Income from continuing operations			9,152			5,952			6,513		54		(9	)
Net income (loss) attributable to noncontrolling interests			55			(13	)		25		NM		NM
Net income		$	9,097		$	5,965		$	6,488		53	%	(8	)%
Average assets (in billions of dollars)		$	779		$	966		$	1,085		(19	)%	(11	)%
Return on assets			1.17	%		0.62	%		0.60	%
Revenues by region
North America		$	9,400		$	10,987		$	8,998		(14	)%	22	%
EMEA			10,035			6,006			7,756		67		(23	)
Latin America			3,411			2,369			3,161		44		(25	)
Asia			4,800			5,573			5,441		(14	)	2
Total revenues		$	27,646		$	24,935		$	25,356		11	%	(2	)%
Net income from continuing operations by region
North America		$	2,417		$	2,275		$	1,687		6	%	35	%
EMEA			3,393			656			1,595		NM		(59	)
Latin America			1,512			1,048			1,436		44		(27	)
Asia			1,830			1,973			1,795		(7	)	10
Total net income from continuing operations		$	9,152		$	5,952		$	6,513		54	%	(9	)%
Securities and Banking revenue details
Total investment banking		$	4,763		$	3,245		$	5,570		47	%	(42	)%
Lending			(2,153	)		4,220			1,814		NM		NM
Equity markets			3,182			2,878			5,202		11		(45	)
Fixed income markets			21,540			14,395			11,507		50		25
Private bank			2,054			2,309			2,473		(11	)	(7	)
Other Securities and Banking			(1,740	)		(2,112	)		(1,210	)	18		(75	)
Total Securities and Banking revenues		$	27,646		$	24,935		$	25,356		11	%	(2	)%

2009 vs. 2008
Revenues, net of interest expense increased 11% or $2.7 billion, as markets began to recover in the early part of 2009, bringing back higher levels of volume activity and higher levels of liquidity, which began to decline again in the third quarter of 2009. The growth in revenue in the early part of the year was mainly due to a $7.1 billion increase in fixed income markets, reflecting strong trading opportunities across all asset classes in the first half of 2009, and a $1.5 billion increase in investment banking revenue primarily from increases in debt and equity underwriting activities reflecting higher transaction volumes from depressed 2008 levels. These increases were offset by a $6.4 billion decrease in lending revenue primarily from losses on credit default swap hedges. Excluding the 2009 and 2008 CVA impact, as indicated in the table below, revenues increased 23% or $5.5 billion.

Operating expenses decreased 17%, or $2.7 billion. Excluding the 2008 repositioning and restructuring charges and the 2009 litigation reserve release, operating expenses declined 11% or $1.6 billion, mainly as a result of headcount reductions and benefits from expense management.
Provisions for loan losses and for benefits and claims decreased 7% or $129 million, to $1.7 billion, mainly due to lower credit reserve builds and net credit losses, due to an improved credit environment, particularly in the latter part of the year.

2008 vs. 2007
Revenues, net of interest expense decreased 2% or $0.4 billion reflecting the overall difficult market conditions. Excluding the 2008 and 2007 CVA impact, revenues decreased 3% or $0.6 billion. The reduction in revenue was primarily due to a decrease in investment banking revenue of $2.3 billion to $3.2 billion, mainly in debt and equity underwriting, reflecting lower volumes, and a decrease in equity markets revenue of $2.3 billion to $2.9 billion due to extremely high volatility and reduced levels of activity. These reductions were offset by an increase in fixed income markets of $2.9 billion to $14.4 billion due to strong performance in interest rates and currencies, and an increase in lending revenue of $2.4 billion to $4.2 billion mainly from gains on credit default swap hedges. 
Operating expenses decreased by 2% or $0.4 billion. Excluding the 2008 and 2007 repositioning and restructuring charges and the 2007 litigation reserve reversal, operating expenses decreased by 7% or $1.1 billion driven by headcount reduction and lower performance-based incentives.
Provisions for credit losses and for benefits and claims  increased $1.3 billion to $1.8 billion mainly from higher credit reserve builds and net credit losses offset by a lower provision for unfunded lending commitments due to deterioration in the credit environment.

Certain Revenues Impacting Securities and Banking
Items that impacted S&B revenues during 2009 and 2008 are set forth in the table below.

In the table above, 2009 includes a $330 million pretax adjustment to the CVA balance, which reduced pretax revenues for the year, reflecting a correction of an error related to prior periods. See "Significant Accounting Policies and Significant Estimates " below and Notes 1 and 34 to the Consolidated Financial Statements for a further discussion of this adjustment.

2010 Outlook
The 2010 outlook for S&B will depend on the level of client activity and on macroeconomic conditions, market valuations and volatility, interest rates and other market factors. Management of S&B currently expects to maintain client activity throughout 2010 and to operate in market conditions that offer moderate volatility and increased liquidity. 
Operating expenses will benefit from continued re-engineering and expense management initiatives, but will be offset by investments in talent and infrastructure to support growth.

											% Change		% Change
In millions of dollars			2009			2008			2007		2009 vs. 2008		2008 vs. 2007
Net interest revenue		$	5,651		$	5,485		$	4,254		3	%	29	%
Non-interest revenue			4,138			4,461			3,844		(7	)	16
Total revenues, net of interest expense		$	9,789		$	9,946		$	8,098		(2	)%	23	%
Total operating expenses			4,515			5,156			4,634		(12	)	11
Provisions for credit losses and for benefits and claims			7			35			(30	)	(80	)	NM
Income before taxes and noncontrolling interests		$	5,267		$	4,755		$	3,494		11	%	36	%
Income taxes			1,531			1,402			1,038		9		35
Income from continuing operations			3,736			3,353			2,456		11		37
Net income attributable to noncontrolling interests			13			31			20		(58	)	55
Net income		$	3,723		$	3,322		$	2,436		12	%	36	%
Average assets (in billions of dollars)		$	60		$	71		$	69		(15	)%	3	%
Return on assets			6.21	%		4.68	%		3.53	%
Revenues by region
North America		$	2,526		$	2,161		$	1,646		17	%	31	%
EMEA			3,389			3,677			2,999		(8	)	23
Latin America			1,373			1,439			1,199		(5	)	20
Asia			2,501			2,669			2,254		(6	)	18
Total revenues		$	9,789		$	9,946		$	8,098		(2	)%	23	%
Income from continuing operations by region
North America		$	615		$	323		$	209		90	%	55	%
EMEA			1,287			1,246			816		3		53
Latin America			604			588			463		3		27
Asia			1,230			1,196			968		3		24
Total net income from continuing operations		$	3,736		$	3,353		$	2,456		11	%	37	%
Key indicators (in billions of dollars)
Average deposits and other customer liability balances		$	303		$	280		$	246		8	%	14	%
EOP assets under custody (in trillions of dollars)			12.1			11.0			13.1		10		(16	)

2009 vs. 2008

Revenues, net of interest expense declined 2% compared to 2008 as strong growth in balances was more than offset by lower spreads driven by low interest rates globally.
Average deposits and other customer liability balances grew 8%, driven by strong growth in all regions.
Treasury and Trade Solutions revenues grew 7% as a result of strong growth in balances and higher trade revenues.
Securities and Funds Services revenues declined 18%, attributable to reductions in asset valuations and volumes. 
Operating expenses declined 12%, mainly as a result of headcount reductions and successful execution of reengineering initiatives.
Cost of credit declined 80%, which was primarily attributable to overall portfolio management.
Net income increased 12%, leading to a record net income, with growth across all regions reflecting benefits of continued re-engineering and expense management efforts.

2008 vs. 2007
Revenues, net of interest expense grew 23% driven by new business and implementations, growth in customer liability balances, increased transaction volumes and the impact of acquisitions.
Average deposits and other customer liability balances grew 14% driven by success of new business growth and implementations.
Treasury and Trade Solutions revenues grew 26% as a result of strong liability and fee growth as well as increased client penetration.
Securities and Funds Services revenues grew 17% as a result of increased assets under custody, volumes and liability balances.

2010 Outlook
Transaction Services business performance will continue to be impacted in 2010 by levels of interest rates, economic activity, volatility in global capital markets, foreign exchange and market valuations globally. Levels of client activity and client cash and security flows are key factors dependent on macroeconomic conditions. Transaction Services intends to continue to invest in technology to support its global network, as well as investments to build out its investor services suite of products aimed at large, under-penetrated markets for middle and back office outsourcing among a range of investors. These and similar investments could lead to increasing operating expenses.

											% Change		% Change
In millions of dollars			2009			2008			2007		2009 vs. 2008		2008 vs. 2007
Net interest revenue		$	17,314		$	22,459		$	21,797		(23	)%	3	%
Non-interest revenue			13,321			(29,157	)		(2,284	)	NM		NM
Total revenues, net of interest expense		$	30,635		$	(6,698	)	$	19,513		NM		NM
Provisions for credit losses and for benefits and claims
Net credit losses		$	24,660		$	14,070		$	7,230		75	%	95	%
Credit reserve build			5,457			11,444			5,836		(52	)	96
Provision for loan losses		$	30,117		$	25,514		$	13,066		18	%	95	%
Provision for benefits and claims			1,210			1,396			919		(13	)	52
Provision for unfunded lending commitments			109			(172	)		71		NM		NM
Total provisions for credit losses and for benefits and claims		$	31,436		$	26,738		$	14,056		18	%	90	%
Total operating expenses		$	14,677		$	25,197		$	20,487		(42	)%	23	%
(Loss) from continuing operations before taxes		$	(15,478	)	$	(58,633	)	$	(15,030	)	74	%	NM
Benefits for income taxes			(7,239	)		(22,621	)		(6,338	)	68		NM
Income (loss) from continuing operations		$	(8,239	)	$	(36,012	)	$	(8,692	)	77	%	NM
Net income attributable to noncontrolling interests			27			(372	)		218		NM		NM
Citi Holdings net (loss)		$	(8,266	)	$	(35,640	)	$	(8,910	)	77	%	NM
Balance sheet data (in billions of dollars)
Total EOP assets		$	547		$	715		$	888		(23	)%	(19	)%
Total EOP deposits		$	92		$	83		$	79		11	%	5	%