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Executives

Vikram Pandit – CEO

John Gerspach – CFO

John Andrews - IR

Analysts

Guy Mozkowski - BAS-ML

Glen Schorr – UBS

Betsy Graseck - Morgan Stanley

Meredith Whitney - Meredith Whitney Advisory

Moshe Orenbuch - Credit Suisse

Michael Mayo - Calyon Securities

David Trone - Fox-Pitt Kelton

John McDonald – Sanford Bernstein

Adam Albert – Synergy Capital

Andy Baker – Jeffries & Company

John Mirabella – Unspecified Company

Citigroup Inc. (C) Q2 2009 Earnings Call July 17, 2009 11:00 AM ET

Operator

Hello, and welcome to Citi’s second quarter 2009 earnings review with Chief Executive Officer, Vikram Pandit, and Chief Financial Officer, John Gerspach. Today’s call will be hosted by John Andrews, Head of Citi Investor Relations. (Operator Instructions) Mr. Andrews, you may begin.

John Andrews

Good morning and I’d like to thank everybody for joining us this morning. On the call today are CEO, Vikram Pandit, will speak first to give an overview of where we are in our strategic turnaround and then John Gerspach, our CFO will take you through the earnings presentation which is now available for download on our website, www.citigroup.com.

Afterwards we will be happy to take your questions. Before we get started I would like to remind you that today’s presentation may contain forward-looking statements. Citi’s financial results may differ materially from these statements so please refer to our SEC filings for a description of the factors that could cause our actual results to differ from expectations.

With that said, let me turn the call over to Vikram.

Vikram Pandit

Thanks very much John and good morning everyone. Thank you for joining us today. We have a lot to cover this morning and before turning it over to our CFO John Gerspach, I’d like to make a few comments.

For the past several quarters we’ve had a plan for Citigroup, a plan to address costs, assets, headcount, risk and capital. Each quarter we have been successfully executing against this plan and you’ve seen the results.

Our headcount is down 100,000, our quarterly expense rate is down 24% from the peak, our assets are half a trillion dollars lower, we have announced 29 divestitures and our Tier 1 capital ratio ended this quarter at approximately 12.7% and we’re currently raising additional Tier 1 common equity through and exchange offer.

We’ve also made important changes in the business. In our institutional business we have rebuilt our business model under John Havens’ and James Forese’s leadership. We have restructured this business significantly and believe that it is a very different business than the one we inherited.

We continue to have very strong client flows and our institutional business had a very good quarter. Excluding the CVA adjustment we had record results in equity sales and trading and in global transaction services. And while the markets still are uncertain this is increasingly a strong operating story with the restructured business model.

In our consumer businesses, the story is very simple; our credit card and mortgage losses are elevated because of where we are in the cycle. John is going to take you through the details of this but based on everything we see, it seems as though the rate of growth in these consumer losses may be moderating which of course also has implications for future additions to reserves.

Away from the credit story the franchise is strong and consumer banking versus the first quarter we had deposit growth in every region with US growth being particularly strong. Under Terri Dial and Manuel Medina-Mora, and our other regional CEOs, we’re managing this business to focus on delivering the right client experience.

Overall in the quarter we had some headwinds including an FDIC assessment. We have some tail risk protection in place against some of our legacy portfolios and that cost us money this quarter. We also had a large one-time gain for the closing of the Smith Barney JV. Excluding these, all in all, our performance this quarter comes down to mortgage and credit card losses and as you know we added $3.9 billion to LLR this quarter.

As we think about where we are in the credit cycle, there are typically three phases that are somewhat overlapping. The first is a mark-to-market phase for trading assets. The second is the consumer credit cycle, and the third is the commercial real estate cycle. Over the past several quarters we had significant losses in the first phase but this quarter saw slightly positive marks.

While one can never be sure this phase of the cycle may be largely behind us. On the second phase, John will address it in more detail. We all have to get through the consumer credit cycle but we have seen some encouraging signs lately. And very importantly we have significantly less exposure to the third phase and you can see that on the estimates released as part of the Fed stress test.

While there are always risks in a challenging environment, cards and mortgages are what we need to work through and we’re very focused on this, both from a loss mitigation perspective and the perspective of helping homeowners stay in their homes and working with credit card customers to keep their credit lines available.

In fact, we have helped over 625,000 homeowners stay in their homes and through a variety of forbearance programs we’re helping more than 1.3 million Americans manage their credit card debt. We’re also focused on mitigating losses by working with customers in their pre-delinquency stage.

On capital as you know, we’re in the middle of an exchange offer. Aside from the exchange offer we added approximately $9 billion to our TCE this quarter. We also added $3.9 billion to reserves bringing our total loan loss reserves up to $36 billion. Our Tier 1 ratio is now approximately 12.7% and post a successful exchange offer; we will be very strongly capitalized by any measure.

In addition to that we have been outperforming the Fed stress test both on a pre-provision net revenues or PPNR basis, and also on the loss assumptions. When you look at our Tier 1 capital and the out performance against the Fed stress test, as we continue to sustain this out performance as we plan, we create capacity to repay TARP.

The really exciting part to me is the separation of Citicorp and Citi Holdings. You have the numbers now. Hopefully it will be very clear to you why we are executing this management separation strategy. And you will now be able to watch and measure our success as we focus on growing Citicorp while managing our businesses and assets in Citi Holdings to optimize our value over time.

As you know, Citi Holdings contains businesses and assets that are not core to our strategy. Many of these businesses were built as a product strategy that relied on the existence of the shadow banking system which has clearly shrunk in the current crisis. For example, at the end of 2008 Citi Holdings held a little under 40% of Citigroup’s assets, 36% of our operating expenses, but only 11% of our deposits.

Citi Holdings will be irrationalized through steps that include joint ventures, dispositions, and assets runoffs and in fact, we’ve already announced the sale of a number of our businesses within Holdings and assets have declined approximately $250 billion since the first quarter of 2008.

We believe that many businesses within Citi Holdings may have significant value over time and our focus on optimizing the value of Holdings generally. On Citicorp we’re looking forward to demonstrating the strength of this franchise over time. What makes Citicorp unique is that it operates across an unmatched global footprint of over 100 countries where we have a physical presence.

Citicorp is in the business of helping corporate clients and consumers with their local and global needs. Our large footprint in the emerging markets gives us a unique ability to offer clients access, exposure, and insight into the highest growth areas of the world. That is a competitive advantage that cannot be easily replicated.

And that’s Citicorp has 99% of the global Fortune 500 companies and 85% of the top 3,000 companies in the world as its clients. Our region consumer banking businesses have 50 million accounts with 4,100 branches across 39 countries. Our Citi branded cards businesses have over 57 million accounts in 35 countries and as I said, I’m looking forward to demonstrating the enormous strength of this franchise over time.

Before turning it over to John, I want to thank Ned Kelly for stepping as the CFO last quarter. I needed him to do this when Gary informed me of his desire to spend more time with his family. It became clear to both me and Ned over these past three months that the demands on Ned’s time as CFO were pulling him away from focusing on management and execution of the strategy of separating Citicorp and Citi Holdings.

Given the critical nature of this goal and the need for unrelenting focus on achieving efficiencies, refining and executing our strategy, and achieving our targets for Citi Holdings and Citicorp, we asked Ned to become Vice Chairman of Citigroup.

His background as a bank CEO and as a financial institution’s banker and lawyer make him invaluable to all of us and I look forward to working with him as a partner and driving the future of Citigroup.

As for John Gerspach, John’s our new CFO. John was our Chief Accounting Officer and has over 19 years of experience at Citi in both operational businesses and also at the corporate level. John’s familiarity and knowledge with our numbers and financial processes is unmatched and I look forward to continuing to work closely with both Ned and John as we complete the turnaround of Citi.

Let me turn this over to John who will take you through the quarter and then I’ll come back and we’ll take your questions after that.

John Gerspach

Thank you Vikram and good morning everyone. Turning now to the quarter, slide two shows our consolidated results for the quarter. We reported revenues of $30 billion, up 71% year over year which included an $11.1 billion benefit from the Smith Barney transaction.

Reported expenses were down 21% year over year. Provisions for credit losses, claims, and benefits were up by $5.6 billion from last year primarily due to higher net credit losses of $4 billion and a $3.9 billion reserve build, up by $1.2 billion over last year.

These factors drove net income of $4.3 billion for the quarter. Excluding the Smith Barney gain we would have had a loss of $2.4 billion. Slide three shows a 10 quarter revenue trend split between Citicorp in the blue bar and Citi Holdings in the grey bar. As the blue bars indicate, revenues in Citicorp have been reasonably consistent over time.

This quarter Citicorp generated $15 billion in revenues which included the negative impact of credit value adjustments in securities and banking, and securitizations in North America branded cards. I’ll discuss these in more detail later.

Citi Holdings revenues as shown in the grey bars have been volatile. In large part this is due to many of the mark-to-market losses on risky assets which we continue to wind down over time. This quarter Citi Holdings revenues of $15.8 billion include an $11.1 billion gain from the Smith Barney transaction.

Our expectation is that until Citi Holdings is substantially wound down, there will continue to be some volatility in the earnings stream driven by gains and losses from mark-to-market accounting and asset dispositions. We continue to manage this segment vigilantly to ensure that we optimize the value of the businesses while systematically reducing our exposure to the assets in the segment.

Looking at the bottom of the page, you can see the trend that our managed revenues also remains fairly consistent. Even when excluding the effect of Smith Barney, we recorded $22 billion in managed revenues this quarter. A quick note on corporate other which is not included on this slide, we recorded negative revenues of $741 million this quarter, a steep drop from last quarter largely due to hedging activities. However the net loss of $30 million was better than last quarter due to higher tax benefits held at corporate.

Turning to slide four, slide four shows the 10 quarter sequential revenue trend for each of the major businesses within Citicorp. This revenue stream represents the underlying strength of our global client franchise which has remained in tact throughout this severe market disruption.

Securities and banking revenues as shown on the green bars in the top graph were $6.9 billion this quarter, down 7% from last year and 45% sequentially. Sequentially the decline is largely explained by two factors. First a $3.5 billion headwind relative to the first quarter in which we had a CVA gain of $2.7 billion.

During the quarter our bond spreads narrowed and we recorded a $1.5 billion net loss on the value of our own debt for which we have elected the fair value option. On our non-mono line derivative positions, counter party CDS spreads narrowed creating a gain on asset positions because our own CDS spreads also narrowed we recorded a loss on liability positions.

This resulted in a $597 million net mark-to-market gain on our derivative positions. Secondly while rates and currencies posted higher results versus the prior period they were down sequentially due an unusually strong first quarter. As we said last quarter the trading environment was particularly favorable and not one that we thought would repeat itself.

Revenue marks outside the credit value adjustments I have just discussed, were not a key driver of revenue in the quarter. Year over year the decline is essentially explained by CVA headwinds in the current quarter driven largely by movements in our own credit spreads.

Looking at the individual businesses within securities and banking, investment banking revenues were $1.2 billion in the quarter, down 13% over last year but up 18% sequentially. Global M&A activity was down given continued depressed market conditions while debt underwriting rebounded sharply on strong volumes versus prior periods.

Equity underwriting while up sequentially as volumes rose was down versus last year. Equity market revenues of $1.1 billion were down 28% versus last year due to a net credit value adjustment of $694 million. Outside the CVA impact, derivatives had a very strong quarter while cash equities were stronger due to better trading volumes.

Prime finance was down due to lower securities lending and continued client de-leveraging. Fixed income market revenues were $5.6 billion, up 26% versus last year but down 45% sequentially. In a year over year comparison credit and bond trading drove most of the increase.

In a sequential quarter comparison as I mentioned before, a negative CVA and lower rates in currency revenues drove the decline. Private bank revenues were $477 million in the quarter, down 20% versus last year’s level largely due to lower investment activity driving a decline in transactional revenues.

Transaction service revenues as shown in the grey bars were $2.5 billion or flat versus last year’s levels. Excluding the impact of foreign exchange revenues in this business were up 7%. The business benefited from growth in deposits and deposit spreads partially offset by lower assets under custody and customer balances.

Treasury and trade solutions had a record revenue quarter and security services while still down from last year grew 11% sequentially as market conditions improved during the quarter. As shown by the blue bars regional consumer banking revenues of $5.6 billion were down 19% from last year.

Foreign exchange was eight percentage points and the impact of securitization was six percentage points of the 19% revenue decline. Citi branded cards revenues were $2.4 billion, down 27% versus last year primarily due to higher losses flowing through the securitization trusts in North America.

Retail banking revenues of $3.2 billion were down 11% versus last year driven primarily by foreign exchange. There were also lower investment sales, and revenues in certain regions outside the US due to deterioration in the general economic environment. On a sequential quarter basis investment sales, purchase sales, and average loans were up in every region outside North America.

In summary securities and banking revenues excluding the impact of revenue marks and CVA, were down sequentially but had a very strong first half of 2009. Transaction services revenues remained consistent with some of our best historical quarters. In regional consumer banking many revenue drivers particularly outside of the US showed improvement on a sequential quarter basis.

Deposit balances in each region increased sequentially even when excluding the impact of foreign exchange. Slide five shows the trend of our expenses. Expenses fell 21% from last year to $12 billion. The relative strength of the dollar versus last year helped the year on year expense comparison contributing four percentage points to the decline.

Additionally a restructuring charge in the prior year contributed another three percentage points to the decline. In a sequential quarter comparison expenses increased by 3% driven by foreign exchange and the absence of a litigation reserve release in the prior quarter partially offset by the Smith Barney divestiture.

In summary expenses were down both in Citicorp and Citi Holdings in a year over year comparison. On headcount, we achieved our target to be below 300,000 by June 30 finishing the quarter with 279,000 employees. Even when excluding the effect of the Smith Barney transaction we still finished the quarter with fewer than 300,000 employees.

Headcount is now down by 96,000 since peak levels which approximately half due to divestitures and the remainder due to reductions in force and attrition. Slide six shows a 10 quarter sequential credit trend. Total provisions increased $2.4 billion from last quarter driven by a $1.2 billion incremental net charge to increase loan loss reserves and $1.1 billion in higher net credit losses.

Of the $12.7 billion in provisions this quarter, $2.8 million or about one-fifth are in Citicorp and the remaining $9.9 billion are in Citi Holdings, mainly in local consumer lending and the special asset pool. I will discuss consumer credit costs in more detail in just a minute.

Corporate provisions for loan losses were $2.2 billion, up $1.4 billion from last year and $318 million sequentially. Higher net credit losses of $1.4 billion drove the increase from last year while the sequential increase was due to a mix of higher loan losses and an incremental net loan loss reserve build.

In securities and banking provision for loan losses was $736 million. Higher loan loss reserve builds drove both the increase from last year and the sequential increase. Most of the reserving this quarter reflects general deterioration in the portfolio, consistent with weakness in the general corporate credit environment.

Net credit losses in securities and banking were $171 million, up $97 million sequentially but down $134 million from last year. Over half of the $171 million was due to the cost of loan sales. Provisions in the special asset pool were $1.6 billion, and comprised the majority of the total corporate credit costs for the company. While in line with the first quarter credit costs were $1.4 billion higher than last year due to higher net credit losses.

Our total loan loss reserve balance for funded corporate loans was approximately $8 billion at the end of the quarter or 4.1% of corporate loans. Slide seven shows the trend of our consumer net credit losses for Citicorp and Holdings in the bars with the months of coverage in the blue line.

Consumer net credit losses in both Citicorp and Holdings increased sequentially and from last year. In regional consumer banking within Citicorp net credit losses of $1.4 billion increased from last year and sequentially driven largely by continued weakness in consumer credit in every region.

In local consumer lending within Citi Holdings net credit losses of $5.2 billion were also up from last year and sequentially on higher mortgage related losses which I’ll discuss in a moment. The allowance for consumer loan losses increased by $3.9 billion this quarter to almost $28 billion resulting in our months of coverage remaining consistent.

Turning to slide eight, slide eight shows average consumer loans in the bars and the net credit losses and loan loss reserve ratios in the lines. In Citicorp we added $592 million net to loan loss reserves during the quarter. This was down 11% from last quarter but still up by 55% since last year as the credit environment has continued to deteriorate in most regions and portfolios.

For Citi Holdings where net credit losses have increased substantially we continued to add to reserves during the quarter. We recorded a $2.8 billion build in local consumer lending, largely driven by continued expected losses in the mortgage portfolio. As the red line graph shows you can see that we continued to build reserves in line with increasing net credit losses.

The total allowance for consumer credit losses now stands at almost $28 billion, up $3.9 billion from last year. The increased allowance combined with a $6.3 billion decrease in consumer loans drove a 96 basis point increase in the loan loss reserve ratio from last quarter. Total Citigroup allowance went up by $4.2 billion to $35.9 billion.

The ratio of total allowance as a percentage of total loans was 5.6% at the end of the quarter, up from 4.8% last quarter and 2.8% a year ago. Slide nine shows historical trends for managed net credit losses and 90 plus day delinquencies for the card businesses split by Citicorp in blue and Citi Holdings in red.

Starting with Citicorp which is shown in the blue lines, 90 plus day delinquencies as shown in the solid line declined in the quarter. While there is some seasonality imbedded in this quarter’s trend, the rate of decline exceeds what one would typically expect to attribute to seasonality. This is particularly significant in the face of rising unemployment.

While just one indicator, 90 plus day delinquencies have been a leading indicator of losses in the past. Net credit losses on the other hand, as shown in the dotted blue line for Citicorp have continued their rapid ascent. If leading indicators such as the 90 plus day delinquency trends sustain, and if other macroeconomic indicators such as the unemployment rate show signs of stabilizing, then we would expect net credit loss growth to moderate in future quarters.

For Citi Holdings as shown in the solid red line for 90 plus day delinquencies and the dotted red line for net credit losses, we observed that growth in the 90 plus day delinquencies has moderated in a sequential quarter comparison. We are watching these trends vigilantly and while there may be early signs of moderation there remains a great deal of uncertainty both in the global economic environment and in consumer behavior trends.

Nonetheless we are somewhat encouraged with the metrics in light of a continued rise in unemployment levels. Slide 10 shows delinquency trends in our North America residential real estate portfolio in Citi Holdings. Despite a continued increase in net credit losses, there are some indications that the pace of increase in losses may begin to moderate going forward.

First, while loans 90 plus days past due continued to increase this quarter as shown by the red line all of this increase is in the 180 day plus bucket as shown in the blue bar. As the grey bar shows the 90 to 179 bucket peaked in the first quarter and then fell 11% from last quarter.

We observed declines in delinquencies even in the earlier buckets. Well over half of these declines are attributable to loss mitigation initiatives that we have put in place. The decline in the 90 to 179 bucket means that fewer loans are now reaching the 180 day past due point. That’s the point at which we record our initial net credit loss and therefore if this trend continues the increase in charge-offs should slow.

Second for loans in the 180 bucket, a sizable portion of total losses on these properties is taken in that initial realization of net credit losses. To the extent that a large portion of these losses have already been taken while net credit losses on these loans may continue to increase, the rate of this net credit loss increase on the loans should decline, assuming home price depreciation continues to moderate.

Third, the mix of the portfolio has shifted towards the older vintages where the loan to value ratios are lower and the loans are more seasoned. With our current expectation for home price depreciation these drivers may slow the rate of increases in loss severities. In other words, based on what we see today we expect loss growth on this portfolio may moderate going forward.

Finally, because option adjustable rate mortgages comprise less than one half of one percent of our total consumer real estate portfolio we are not subject to the significant reset risk that could face those with a large portfolio of such products.

Further we are able to modify delinquent borrowers and reduce their payment with rate and term modifications to their loans. Most option [ARM] loans require a principal reduction to reduce payment amounts. While these trends indicate that credit losses on mortgages will remain elevated for the remainder of this year, the growth rate should slow as we are observing a number of early signs of improvement in the portfolio.

Turning to slide 11 you can see that while year over year deposits are essentially flat, deposits increased by $42 billion from last quarter, about half of which was due to foreign exchange. We saw good deposit growth from last quarter in the regional consumer banking businesses, particularly in North America where retail and commercial deposit balances increased by $8 billion over last quarter.

Outside of North America consumer deposits in Citicorp increased by $7 billion with $6 billion due to foreign exchange. We also hold deposits in Citi Holdings which held essentially flat in the quarter. Brokerage and asset management keeps the majority of these balances largely reflecting deposits that we retained from Smith Barney.

Corporate deposits and transaction services increased from last quarter by $33 billion due to growth across all regions and strength in treasury and trade solutions. Looking at the red line at the top of the graph, note that the deposit to loan ratio increased from early 2008 through this quarter.

This quarter higher deposits had a particularly positive impact on the ratio. In the four prior quarters however, asset reductions have been the primary driver of improvement in the ratio.

To wrap up, we continue to achieve many of the goals and targets within the timeframe we established. Effective with these quarterly results we have completed our reorganization into two operating segments; Citicorp and Citi Holdings.

As Vikram described, this new construct allows us to focus on core business activities in Citicorp while optimizing the value of the Citi Holdings segment as we look to manage or wind down businesses. We have kept our client franchise largely in tact despite the difficulties of the past two years as was suggested by Citicorp’s consistent revenues over that period.

Expenses of $12 billion in the quarter are trending below our previously expected run rate due to our continued reengineering efforts and business divestitures such as Smith Barney. We currently expect expenses for the full year to be in the range of $48 to $50 billion. Over time we expect to grow the Citicorp client franchise which will increase revenue momentum.

This should be offset by continued decline in Citi Holdings expenses as well as ongoing reengineering efforts. Similarly our headcount for the quarter was at 279,000 and even including Smith Barney we came in under 300,000. Our stated goal was to be below 300,000 by June 30.

Based on the quarterly run rate of the outcomes of the May 7 stress test for pre-provision earnings and losses, we have outperformed on both metrics for the first and second quarters of this year.

We have simultaneously worked to de-lever the company and de-risk the balance sheet. Key risk assets now largely in Citi Holdings have fallen by 37% since the year ago level. We have announced 29 divestitures since the end of 2007 in line with our strategy of shedding non-core assets.

Total assets have fallen by more than half a trillion dollars from their peak in the third quarter of 2007. While much progress has been made the environment continues to be challenging so let me give you some thoughts on the remainder of the year.

First on revenues for Citicorp, revenues of $15 billion were lower than last quarter largely reflective of the unusually strong first quarter trading results. As I have discussed however over a period of time Citicorp revenues have showed stability, an indication that clients have remained actively engaged with us.

Within ICG, revenues have been strong in the first half of this year and will continue to be reflective of client activity levels which in turn will depend on the market environment. In addition until credit spreads stabilize CVAs will continue to have an impact on ICG revenues.

Revenue growth outside ICG could be effected by lower asset levels as we have managed down our balance sheet in the current environment. We believe that this is a prudent strategy and one that will benefit us in particular if the credit environment continues to deteriorate.

We will focus on growing the Citicorp client franchise to increase asset levels to drive revenues over time. Conversely we expect Citi Holdings asset levels to continue to decline. Credit losses flowing through the securitization trusts as well as mark-to-market gains and losses and asset dispositions will continue to effect revenues in Citi Holdings.

Last year we moved certain of our assets to accrual accounts as we believed that current levels of pricing make them attractive opportunities. As a result we expect to continue to see revenue accretion on the non-credit marks on these assets over time.

Turning to credit costs for the remainder of the year, last quarter we indicated that we expected total consumer net credit losses for the company to come in around $1 billion higher this quarter.

Looking to the second half of 2009 we are seeing some signs of moderation in the growth of net credit losses which in turn could result in lower additions to loan loss reserves. More specifically, in the North America real estate business I have already discussed a number of trends that effect reported metrics, such as loss rates and delinquencies.

A deeper analysis indicates that foreclosure activity has a significant impact on the statistics and in some ways masks the underlying characteristics of the current portfolio. While we still have more to do on the real estate portfolio we are seeing some very early signs of moderation of increases in these metrics in both early and later bucket delinquencies.

All in the face of rising unemployment. This coupled with improvement in the characteristics of the current portfolio could lead to a moderation in growth in net credit losses for the second half of the year.

Clearly if home price declines accelerate or unemployment rises dramatically, this could negatively impact credit costs in the business. In similar fashion in both the branded and retail partner cards portfolios certain metrics such as delinquencies and early bucket roll rates show some signs of stabilization.

Given the historical correlation that card delinquencies and losses have had with unemployment, this trend is particularly significant given the continued rise in the unemployment levels.

While still in early days we are encouraged by these leading indicators. This quarter consumer net credit losses were up by $896 million versus the first quarter of 2008. For the second half of the year we expect the increase in consumer net credit losses in aggregate to be in the range of $1 billion.

On consumer loan loss reserves in areas where net credit loss growth moderates so would the additions to loan loss reserves. Corporate credit is inherently difficult to predict. It would be reasonable to assume that if corporate default rates increase we will continue to add to reserves and likely will see higher net credit losses, although both the recognition of the credit losses and the building of reserves will be somewhat episodic.

That concludes the review of the quarter; let me now turn it back to Vikram.

Vikram Pandit

John, thank you very much. I’d like to take a minute to wrap things up before we take your questions. There are a few key points that I want to leave you with. First, we are delivering on our plan. You can see evidence of that in our expenses, headcounts, assets, and our risky assets.

Our Tier 1 capital ratio is 12.7% and upon the successful completion of the exchange offer, we will be very strongly capitalized by any measure. We have also outperformed the Fed stress test on both the PPNR and losses front in both the first and the second quarters.

Second, in our institutional businesses we have significantly restructured the business model we inherited. While the markets are uncertain this is now becoming a strong operating story and you have seen our revenue performance in the first half of this year.

Third, in our consumer businesses the underlying franchises are strong but we are in the midst of a major consumer credit cycle and losses are elevated as a result of the assets we came into the cycle with.

As John discussed we’re seeing some encouraging signs and believe we may begin to see moderation in the rate of increases of losses which has implications for our reserve building. Also we have significantly less exposure to commercial real estate that dominates the third phase of the credit cycle.

And fourth, we have separated Citicorp and Citi Holdings. We are methodically rationalizing Citi Holdings. Citicorp is our core business, we have a very attractive and unique franchise that allows our clients to access high growth foreign markets and I’m looking forward to demonstrating the enormous strength of this franchise over time.

And lastly before I turn it over to you all for questions, we have a strong and dedicated management and leadership team that is committed to see Citi thrive over time as we execute on the plans we have set out.

Let me stop there and we will turn it over to you for questions.

Question-and-Answer Session

Operator

(Operator Instructions) Your first question comes from the line of Guy Mozkowski - BAS-ML

Guy Mozkowski - BAS-ML

Could you reconcile the loss in non-interest revenue in the special asset pool with what appear to be some fairly sizable gains in some of those legacy assets.

John Gerspach

In general while we did see the positive results of the marks reflecting the special asset pool, in our special asset pool you’ll recall Vikram mentioning the fact that we had certain hedging activities on to protect against [fat] tail risk. Many of those hedges are in the special asset pool and so for those hedge results somewhat overwhelm the impact of the positive marks that we otherwise would have seen.

Guy Mozkowski - BAS-ML

And then the change in the OCI, could you give some color on what appears to be a pretty substantial improvement there.

John Gerspach

I think its roughly $5.5 billion improvement in OCI and that breaks out into two main components, approximately $3 billion of that would be due to markups on our 115 securities and our available for sale securities net of tax of course. And then the other $2.5 billion is due to an improvement in the currency translation adjustment, our FAS 52 impact.

Guy Mozkowski - BAS-ML

Finally just curious if the exchanges is still on schedule for closing by the end of the month.

Vikram Pandit

Yes, you know that the exchange offer is set to expire a week from today, which is Friday, July 24 and that’s still on track.

Operator

Your next question comes from the line of Glen Schorr – UBS

Glen Schorr – UBS

Can you just update us where the deferred tax asset position is and how much is being not included in your capital ratios and then just overall how the regulators are thinking about treating it and how you’re thinking about it.

John Gerspach

In general, I don’t have the exact number in front of me. The deferred tax asset did decline during the quarter, I believe it will come in a little bit shy of $42 billion and you’ll see all these numbers of course reflected in our Q.

As far as the disallowed DTA, this quarter there will be a slight increase in the disallowed DTA that you’ll see in our Tier 1 and our Tier 1 common ratio and that’s just due to the fact that there’s a quirk in the way, I guess I shouldn’t say quirk when I’m referring to regulatory rules, but there is a slight quirk in those rules in the fact that your ability to reflect DTA or your calculation of the disallowed DTA is dependent upon two tests.

And it’s the lower of one or the other and we just flipped test this quarter because the gain on Smith Barney had been in our forward projections and now slipped out so we had a slight increase then in the amount of disallowed DTA.

As far as how the regulators are looking at DTA, I know that they’ve got a rather extensive industry wide exercise going on but I can’t comment on what they’re doing or where I think they’re coming out.

Glen Schorr – UBS

Given that where methodically rationalizing Citi Holdings and Citicorp the franchise of the future and the past, I feel like we all, the US companies have a difficult enough time operating with the changing regulatory environment in the US and we all have our fair share of that, having a big global consumer oriented franchise, we can leave off the wholesale part for now, in 100 countries, how much does that escalate the execution factor of managing this franchise and I don’t think there’s a lot of sharing amongst the different regulatory bodies, but literally are you in there country by country having the same conversation in the US and making that happen because it seems like a daunting task but if you could provide some color around that.

Vikram Pandit

Let me try that, our primary regulators are in the US and it’s the Fed, it’s the OCC, we have the FDIC and of course we have regulators around the world, example in Mexico because that’s a Mexican sub and in some cases we have subsidiaries, some cases we have branches but more or less the regulatory architecture takes the lead from the lead regulator and frankly a lot of these discussions have been very constructive in the sense that they all understand the strategy we’re on, the progress we’re making and frankly where we are in the credit cycle and I would say that everything that we see today suggests we’re pretty much in line with our global regulators on where we are and where we’re going.

I take a lot of comfort from that.

John Gerspach

And just to follow on that, I think what we’ve seen is also a lot of where the various regulatory bodies in all the countries, or at least in the major countries that we operate in, they meet amongst themselves and share information.

Glen Schorr – UBS

Under that comfort zone can you provide any color on this MOU that people have been talking about and what it is, what it covers, and why or is that, is it really backward looking. In other words is it all about the plan that you’ve put out to all of us.

Vikram Pandit

As you know we never comment on any of our dialogues, conversations, interactions, with the regulators, but we just went through a stress test. We had our capital plan approved. These are all important data points. The most important thing is kind of the point you brought up, our interests are completely aligned with those of the regulators as well as the government, the plans we’re on are the plans that everybody knows.

And so the goal is very simple. We just keep executing the way we have. No body wants anything other than that.

Glen Schorr – UBS

We talk a lot about credit capital reserves, can we talk liquidity just for a second and obviously everything related to capital and liquidity is improved which is a good thing and I can argue that having 34% government ownership people should be plenty comfortable but the bottom line is is you do have $30 plus billion in maturities coming due each year for the next five years or so, just how you’re thinking about that and the reason why I ask the question is the balance sheet hasn’t shrank in total. I know that it’s moving in that direction but we’re still hanging out at $2 trillion, I ask the question on what you’re doing on the liability side.

John Gerspach

Let me just comment on the balance sheet for one second just so we put the other answer in context, and the balance sheet, the assets did grow by approximately $30 billion quarter on quarter. Now there’s some foreign exchange impact in that increase but I think also you need to look at where the balance sheet changes are and what you’ll notice I believe is that you’ll see that our trading assets and our loans are both down.

And instead what you’ll see is a shift towards some of the more highly liquid elements of the balance sheet including cash on deposit with our banks, as well as an increase in our available for sale securities which are really in highly liquid government securities. So the nature, the balance sheet did go up but it is becoming a more highly liquid balance sheet as we look at it.

The other thing that you should look at is that’s also going to be reflected in the fact that quarter on quarter what you’ll see is a reduction in our risk weighted assets which perhaps is a clearer indication that even though the net assets may have increased we are continuing to address the risk profile of our balance sheet.

Regarding liquidity, that’s something that obviously that we focus on every day and we clearly are putting together plans to address everything that you’ve just mentioned as far as the current maturities of debt that we’re facing, and we have plans to handle all of that.

Operator

Your next question comes from the line of Betsy Graseck - Morgan Stanley

Betsy Graseck - Morgan Stanley

So on Citi Holdings my question is just how I should be thinking about the size, the footings of the consumer business and I know we’ve had this discussion in the past, I’d just like to get your most updated thinking on that. In other words is this a portfolio that we should consider as right sized today or how much further shrinkage should we anticipate you’re going to be aiming for.

Vikram Pandit

You broke up, could you repeat that.

Betsy Graseck - Morgan Stanley

So on Citi Holdings in the consumer loan portfolio, the question is how do we think about the size of that portfolio going forward. I realize that it’s a portfolio that you would look to be shrinking but I’m just not sure what the optimal size is for you or are you suggesting that you’re going to continue to wind it down over time and get out of that business altogether. I’m just trying to triangulate between how much shrinkage should we anticipate there.

John Gerspach

That’s a very good question and as you can imagine its not necessarily a very straightforward answer. I can’t tell you to think about shrinkage of 5% a quarter or anything like that. What I would ask you to do is take a look at some of the facts that we’ve given you in the financial supplement and you can see the largest components of these LCL portfolio in Holdings, and you’ll notice is a lot of it is our North America mortgage business.

Obviously that is a business the assets of which we are winding down. We are not longer originating mortgages for our own balance sheet. So you can certainly expect that balance sheet to decrease as we work our way out of our current portfolio. Other portfolios are portfolios that we would look to sell at the opportune time, so its going to be a mix of wind downs and sales and I’m sorry I just can’t be much more specific then that.

Betsy Graseck - Morgan Stanley

So given that there’s not a market for some of the other parts of LCL today, I should anticipate that you’ll have some decline but you’ll need to reinvest in that business to keep it an ongoing entity, is that right.

John Gerspach

We will need to do some level of investment because don’t forget our prime goal here is to optimize the value of that portfolio.

Operator

Your next question comes from the line of Meredith Whitney - Meredith Whitney Advisory

Meredith Whitney - Meredith Whitney Advisory

Two unrelated questions, one is with respect to your North American cards and Citicorp, some of your competitors have made drastic reductions in their unused lines outstanding and you have yet to do so on a visible basis, obviously the Q is not out, but what are your intentions there in terms of limiting your risk exposure in that area.

John Gerspach

That’s obviously a business that is very important to us and I can’t tell you specifically which lines we’re taking down. We are looking at all aspects of that portfolio and we take a look at our outstanding credit lines again on a periodic basis.

Vikram Pandit

Let me just add one thing to that, its very early on last year as we saw a lot of the challenges in the economy we decided to slow down account acquisitions as well. And as a matter of fact we believe we were earlier then many competitors and that’s one of the things that’s showing through well for us now.

Meredith Whitney - Meredith Whitney Advisory

Right but you still have the largest of your peers open to buy or unused credit lines outstanding and the idea is just keep that constant.

Vikram Pandit

As John said we are addressing that and in many cases they are coming down and that too we’re doing in a very methodical way.

Meredith Whitney - Meredith Whitney Advisory

And then on the $48 to $50 billion in expenses, I’m curious if you could elaborate on the technology investments and conversions you need to make and how that relates to that $48, $50 billion number on a broad basis with Citicorp.

John Gerspach

That’s an excellent point and as you can imagine most of the technology investments and we do have a fairly extensive technology plan that we’re working on, but most of those investments especially now the expenses would actually be capitalized and so they would not really impact our current expense base.

Meredith Whitney - Meredith Whitney Advisory

So in other words you’ve identified and [inaudible] all of the technology needs you need to capitalize those, there’s nothing, no new technology efforts on the forefront.

John Gerspach

No, I think you misunderstood what I said, and I apologize for not being clearer in my answer, but to the extent that we are working on technology projects today, which we are, those cash expenditures are being capitalized on our balance sheet and therefore they will be amortized into our expense base at which point the systems become operational.

Meredith Whitney - Meredith Whitney Advisory

I was using a point of comparison of Wells Fargo and JPMorgan when they made their conversions it was more than just an amortization, it was a really meaningful impact on the overall expenses but I’m just trying to get some clarity on that.

Vikram Pandit

Let me also say that yes we do have plans and conversions everything that’s in there, don’t forget we have a lot of reengineering saves that are also picking up the slack for what we’re investing. So again, the $48 to $50 is pretty robust number as John said.

Operator

Your next question comes from the line of Moshe Orenbuch - Credit Suisse

Moshe Orenbuch - Credit Suisse

Following up on an earlier question on the local consumer lending and Citi Holdings if you look at it from the first quarter to the second quarter, the pre-tax loss if you kind of forget about the reserve build because I understand that could moderate if credit loss increases start to moderate, but it still increased by some $3 billion in terms of the operating loss and that’s a function of both lower revenues and higher current credit costs. Are there any steps that you could highlight in those businesses that could kind of turn that trend around because it would seem that it would continue to worsen as the year went on.

John Gerspach

Obviously I think the driving force in that business is credit and as a matter of fact credit actually impacts the revenue line as well because one of the things that you’ll notice, one of the factors that is impacting the revenue decline in that business is the increased net credit losses that we see flowing through the retail partner cards securitization trust which form a portion of that business.

Also quarter on quarter last quarter we recorded a gain of $1.1 billion on our sale of [Reggie Card] and that gain was reflected in the local consumer lending results. And absent that its just a combination of a few other things including some decline in volumes, as well as some compression of spreads.

Moshe Orenbuch - Credit Suisse

As you look at the individual businesses are there any of them where there are steps that could improve the performance that you could highlight.

John Gerspach

I think as an earlier questioner probed into this, what we said is that we will need to make certain investments, very focused investments in certain of there portfolios over time in order to make sure that we truly are optimizing the value of these individual franchises. And so at the appropriate point in time you should see some effect of that.

Operator

Your next question comes from the line of Michael Mayo - Calyon Securities

Michael Mayo - Calyon Securities

The asset yield consolidated was down 34 basis points whereas funding costs were down 22 basis points, so what’s happening to asset yields.

John Gerspach

From the asset yield point of view the rate of our yield on the assets is just being overwhelmed as you said by the cost of funding. We have a slight, we certainly have a slight impact from the FDIC special assessment that impacts our net interest margin by about eight basis points quarter over quarter and we do have a decline in our interest earning assets that you’ll notice in the supplement.

I think those are the main factors that you’re probably seeing.

Michael Mayo - Calyon Securities

I guess what I’m trying to reconcile, capital is king. You have more pricing power is the general understanding in the market yet then when you see the asset yields it seems as though its either competition or are there any other qualitative factors you can point to.

John Gerspach

When you take a look at it one of the things that we’re obviously doing is we are working to reduce the risk profile of our business and what I think you’re seeing is that as we shed some of the riskier loans or other interest bearing assets, that is impacting our top of the house yield.

Michael Mayo - Calyon Securities

And then Citicorp is the core business as Vikram said, but I see the 36% increase in nonperforming assets at Citicorp and also I see negative operating leverage, revenue is down a bit and expense is up a bit. So can you elaborate on the causes for those.

John Gerspach

Let me just the expense, the last one first, from an expense point of view, the 600 of increase that you’re seeing is a combination of one, last quarter you may remember that we had a reversal of a litigation reserve of about $250 million. That clearly is flowing through Citicorp. There is certainly some element of FX that’s probably another third of the increase. And then in the last impact would be that we did have a modest increase in some of our compensation expenses quarter on quarter.

Michael Mayo - Calyon Securities

And then the 36% increase in MPAs, what’s doing that at Citicorp.

John Gerspach

I’m just searching my memory banks as to exactly what happened with the MPAs in Citicorp and I’m sorry we’ll have to get back to you with that.

Michael Mayo - Calyon Securities

Just more generally, you’re new and you’re the CFO job and every CFO has a chance to put a new imprint on the organization or do something a little bit differently and I know you were part of the management line and as Vikram pointed out you’ve been with Citi for a couple decades, but what might you want to improve on. If we look back four years from now and you’re doing this job, what would you want us to say, hey, this was really an improvement.

John Gerspach

As you say, I’ve been with Citi for, I’ve never thought about before, a couple of decades, I guess I keep saying 19 years so that it doesn’t sound quite as long, but I have been part of the management team here and so clearly as we looked at the finance function and the rest of the corporation, I clearly feel as though I’ve been part of the current agenda.

So I don’t think that you need to look for some new path that we’re going to go down because there’s a new CFO. I’m very comfortable with the strategies that are in place and I take a look that, my job is more to make sure that we are clearly focused as Vikram stated earlier and we are focused on performance and delivery.

And that is where I’m going to spend my focus.

Operator

Your next question comes from the line of David Trone - Fox-Pitt Kelton

David Trone - Fox-Pitt Kelton

Quick question on the fees within local consumer lending, they dropped to a very low level, 500K, could you give us some more detail on that.

John Gerspach

Actually no I can’t. We’ll have to get back to you on that.

David Trone - Fox-Pitt Kelton

Its been running about $2 billion, the educated guesses would be maybe some specific write-downs associated with that segment, maybe MSRs or maybe you mentioned lower originations—

John Gerspach

I still don’t want, and I appreciate it’s a very good question but I don’t want to guess at it. So we will get back to you with a fulsome answer.

David Trone - Fox-Pitt Kelton

And then sticking with revenue sort of, on the investment banking and security side that came in pretty light from what I thought it should have been and certainly you saw some peers do very well and now you’ve had more layoffs, you’ve had more attrition and that’s probably part of it but there’s a lot of talk about how you are now back to paying some guarantees and I’ve even heard you’re doing it for key people in retention, current employees. Can you confirm or deny any of that.

Vikram Pandit

First I’ll start by what you started with, look at our sales and trading results, fixed income, equities, across the board. These are very good results and by the way, including underwriting particularly on the fixed income side we did this last cycle of equity underwriting was mostly financial services, institutions, and while we have a strong [FIG] M&A practice historically in underwriting especially on the equity side, we’ve been a stronger industrial house so that’s really a lot of the reflection of that.

The second part I will say is that when you look at where we are in terms of our people, the attrition we’ve had is in line with where we’ve been. More importantly when you look at the senior leadership team that we have in ICG overwhelmingly the people are there, not only there, they are committed. Committed to being part of the turnaround of Citi and in adding to the business so I don’t know exactly what you’re referring to other than what normally happens at the business where you may lose a few people, but we’ve hired a lot of people.

Its hard for me to ascertain where some of the things are that you’re talking about are coming from, but we see a lot of what we’re doing as normal course activity but clearly you can imagine we’re completely focused on talent and ensuring that we have a lot of good people in those businesses.

David Trone - Fox-Pitt Kelton

Well normal course its pretty abnormal to take your current staff in play and pay retention guarantees, by the way I’m not actually criticizing it, obviously I think it’s important to protect franchise so but you’re not going to confirm or deny that there’s any retention going on.

Vikram Pandit

I work 100% so does all my management on making sure I retain all my channels of people. That is a 100% job we do all the time but I don’t know exactly what you’re referring to. What I do know very clearly is that we’ve got a very strong team and we’re motivated as people. We’re keeping them. We have some turnover as everybody else does and I suspect if you look at anything we’ve done I don’t have any facts, you’re not going to find us doing anything different than any other firm on the street.

David Trone - Fox-Pitt Kelton

The MPAs generally were up not that much and from a bunch of the other banks that reported we’re looking at 20% to 40% sequential deltas, any particular color why yours would be materially lower, the increase.

John Gerspach

We’ve actually been moving credit, if you’ll notice I think we actually had a fairly substantial move and I’m sorry I can’t recall whether it was in corporate holdings, but we have a fairly substantial move earlier towards the fourth quarter of last year and that’s pretty much been our modus operandi, we’ve tried to identify these troubled assets early on.

So that’s about all I can tell you. By the way since you and Vikram were chatting on that other topic, I had a chance to look and I realized what you were asking about is the non interest revenue in the LCL and that’s a very simple explanation. It’s the $1.1 billion gain that we had on [Reggie Card] from last quarter which of course we didn’t have again this quarter and its also the impact of the higher net credit losses on the retail partner card business coming in through the securitization trust.

Operator

Your next question comes from the line of John McDonald – Sanford Bernstein

John McDonald – Sanford Bernstein

You gave some detailed thoughts on consumer credit outlook and I think at the end you kind of summarized your outlook for consumer net credit losses going forward, at least in the near-term, did I hear it correctly that you said that you could see a billion dollar increase in the second half or was it the third quarter relative to the first. Could you just repeat that please.

John Gerspach

Yes sure, just to be clear, it was a $1 billion increase in the second half, more or less a $1 billion increase in the second half of the year in aggregate.

John McDonald – Sanford Bernstein

Versus where you were in the second quarter.

John Gerspach

That is correct, sir.

John McDonald – Sanford Bernstein

And then you also mentioned if the growth rate of the NCLs moderates, you could see the magnitude of reserve build moderate, so if it goes up as you expect in that billion dollars for the second half, in that scenario, you would expect the magnitude of reserve build to moderate, is that fair.

John Gerspach

That’s fair. You can take a look at the way we have been building reserves. Clearly in this quarter you saw the consumer NCLs grow by $900 million and you saw our response on our reserve build and there’s also an element of course in forward looking to make sure that we’ve properly reserved for all the losses that are inherent in our portfolio.

But yes, if we can see actual credit losses moderating and we see the general environment stabilizing, that should result then in a moderation of our reserve build as well.

John McDonald – Sanford Bernstein

And a quick follow-up on that, what’s the reserving policy if you can remind us with regard to the special asset pool. When would you start consuming the roughly $8 billion of reserves for those assets.

John Gerspach

I want to make sure, are you talking about the special asset pool or the ring fenced—

John McDonald – Sanford Bernstein

Sorry, the ring fenced.

John Gerspach

I just wanted to make sure that I was, on the ring fenced assets, we don’t begin to be covered by the government guarantee until we have reached $39.5 billion in cumulative losses and to date including the second quarter on a GAAP basis, we had about $2.5 billion of incremental losses on the ring fenced portfolio which I believe on a cumulative basis then would put our GAAP losses on that portfolio just a little bit north of $5 billion, something like $5.2.

John McDonald – Sanford Bernstein

And that $39 billion includes a year or so of reserves too, right, the $39.5 you cited.

John Gerspach

That is correct, sir.

John McDonald – Sanford Bernstein

And then a question on the net interest income outlook for Citicorp and you mentioned the downsizing that would happen on Holdings over time but if you think about Citicorp is it likely that there’ll be some de-leveraging there as you think about the net interest income possibilities out of Citicorp.

John Gerspach

Yes, I want to be clear, we are, as I think I mentioned I can’t remember if it was in my comments or in response to another questioner, one of the things that we are doing is also changing the risk profile in our Citicorp business as well. So there is likely to be some change in that risk profile which of course could have some implication on the net interest revenues but in general, Citicorp is a business that we are looking to grow over time.

And I don’t anticipate that you’re going to see, absent some strange market move or whatever, that should stabilize.

John McDonald – Sanford Bernstein

Just to backup a little bit and clarify this notion of this conceptual split between Citicorp and Citi Holdings is it right to think about it right now the split for management reporting reasons, does it eventually evolve over time into a split in the way you operate the companies and some day a legal entity split over time.

John Gerspach

I just want to be clear on this, it is more than just a change in the way we report the numbers, it truly is a Vikram mentioned, it’s a change in the way that we actually manage the business. So we are managing the business right now along the lines of Citicorp and then Citi Holdings. So its not just something that we pulled together for financial reporting purposes.

This is truly the way that we are operating those two reporting segments right now. As to whether or not they ever transition into separate legal vehicles, that’s something that we look at. It’s a very complicated story but we’re not suggesting that that’s the way we’re going to go right now.

John McDonald – Sanford Bernstein

But as of today, so you’re operating them separately thinking of them separately, but they would share some things like technology systems, risk management, they share regulators, things like that are still shared, correct.

John Gerspach

That is absolutely correct. Just as the same as we look across Citicorp or we look across Citi Holdings we want to make sure that we are operating the entire firm on a shared infrastructure.

Vikram Pandit

And I want to be very clear as well this is one company, Citigroup is one company. Its one legal entity and the really important goal is the goal John Gerspach talked about which is we have completely different goals in these two businesses and we’re executing on it.

That’s the story, that’s the more important story and on the question of Citicorp, we’re continually reallocating those assets towards higher return and higher ROA kind of businesses and we’ve done a pretty good job of that as you can see from some of the $2.8 billion we earned in the global institutional business this quarter which is by the way pretty good number compared to a lot of the numbers we’ve seen.

So the goal there is to continue to reallocate assets and run the businesses towards higher ROA businesses and it is our growth vehicle going forward.

Operator

Your next question comes from the line of Adam Albert – Synergy Capital

Adam Albert – Synergy Capital

I was wondering when do you think the SEC declares your S-4 effective.

Vikram Pandit

Barring anything that we don’t know or unforeseen circumstances, we think it could be in the next day or so.

Adam Albert – Synergy Capital

So you have the exchange going off.

Vikram Pandit

Again Friday, 24 of July is when it expires and that is where we are right now.

Operator

Your next question comes from the line of Andy Baker – Jeffries & Company

Andy Baker – Jeffries & Company

I just wanted to follow-up while you were talking today you filed another S-4 for the exchange offer, just wondering if that is now effective or if not it seems to be a long time. Have you been delaying the effectiveness for any reason and should we expect when [inaudible] trading to begin soon.

Vikram Pandit

Again as we said that filing is part of the same process of getting us effect in the next day or so.

Andy Baker – Jeffries & Company

Hopefully in the next day or so you’re looking for.

Vikram Pandit

That’s right.

Andy Baker – Jeffries & Company

And do you expect when issue trading.

Vikram Pandit

Well you only have a few days left so I’m not so sure that is, well look again, more importantly we can’t determine that anyway, its not our call. But we’re not expecting it.

Andy Baker – Jeffries & Company

You’re not expecting it. Okay, thank you.

Operator

Your next question comes from the line of John Mirabella – Unspecified Company

John Mirabella – Unspecified Company

I’ve got a question regarding the Smith Barney gain, can you explain what accounts for the discrepancy between the $11 billion pre-tax impact and the $9.5 billion that you had projected in your fourth quarter press release, was there an accounting change made during that time or could you describe that.

John Gerspach

No change in accounting, I believe when we put forward the earlier number we said it was somewhat approximate and to tell you the truth I’ve just been so focused on doing what we’ve been doing that the $11 billion is the gain. I don’t recognize the $9 billion, I’ve been trying to search my memory banks as I’ve been talking here and I don’t think that we ever put out a number of $9 billion.

I think you may by confusing the gain that we had was like $9.5 billion, correct.

John Mirabella – Unspecified Company

Maybe that’s what I am thinking of. It said upon closing you expected to incur a gain of $9.5 billion in the second half of 2009.

John Gerspach

And it came in at about $11 billion.

John Mirabella – Unspecified Company

Right, so I’m just trying to understand where were you marking the Smith Barney assets originally before the deal, before the joint venture was announced.

John Gerspach

I really don’t know how to answer your question in a very succinct manner. We estimated the $9.5 based upon the valuations that we had at that point in time. Over the course of the closing process as we got better view as to value of franchises and value of our investment in that joint venture certain valuations changed and resulting in our final gain of approximately $11.1 billion pre-tax and $6.7 after tax and that’s about as far as I can go.

Operator

There are no additional questions at this time; I would like to turn it back over to management for any additional or closing comments.

John Andrews

Thank you everyone. I’d like to thank you again for listening today and your patience. We obviously had a lot to cover. Any follow-up questions, please feel free to reach out to Investor Relations here at Citigroup and otherwise have a great weekend. Thank you again.

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Source: Citigroup Inc. Q2 2009 (Qtr End 06/30/09) Earnings Call Transcript
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