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CONTINGENCIES

6 Months Ended

Jun. 30, 2011

23. CONTINGENCIES

The following information supplements and amends, as applicable, the disclosures in Note 29 to the Consolidated Financial Statements of Citigroup's 2010 Annual Report on Form 10-K and Note 23 to the Consolidated Financial Statements of Citigroup's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011. For purposes of this Note, Citigroup and its affiliates and subsidiaries, as well as their current and former officers, directors and employees, are sometimes collectively referred to as Citigroup and Related Parties.

In accordance with ASC 450 (formerly SFAS 5), Citigroup establishes accruals for litigation and regulatory matters when Citigroup believes it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of loss ultimately incurred in relation to matters for which an accrual has been established may be substantially higher or lower than the amounts accrued for those matters.

If Citigroup has not accrued for a matter because the matter does not meet the criteria for accrual (as set forth above), or Citigroup believes an exposure to loss exists in excess of the amount accrued for a particular matter, in each case assuming a material loss is reasonably possible, Citigroup discloses the matter. In addition, for such matters, Citigroup discloses an estimate of the aggregate reasonably possible loss or range of loss in excess of the amounts accrued for those matters as to which an estimate can be made. At June 30, 2011, Citigroup's estimate was materially unchanged from its estimate of approximately $4 billion at December 31, 2010, as more fully described in Note 29 to the Consolidated Financial Statements in the 2010 Annual Report on Form 10-K.

As available information changes, the matters for which Citigroup is able to estimate, and the estimates themselves, will change. In addition, while many estimates presented in financial statements and other financial disclosure involve significant judgment and may be subject to significant uncertainty, estimates of the range of reasonably possible loss arising from litigation and regulatory proceedings are subject to particular uncertainties. For example, at the time of making an estimate, Citigroup may have only preliminary, incomplete or inaccurate information about the facts underlying the claim; its assumptions about the future rulings of the court or other tribunal on significant issues, or the behavior and incentives of adverse parties or regulators, may prove to be wrong; and the outcomes it is attempting to predict are often not amenable to the use of statistical or other quantitative analytical tools. In addition, from time to time an outcome may occur that Citigroup had not accounted for in its estimates because it had deemed such an outcome to be remote. For all these reasons, the amount of loss in excess of accruals ultimately incurred for the matters as to which an estimate has been made could be substantially higher or lower than the range of loss included in the estimate.

Subject to the foregoing, it is the opinion of Citigroup's management, based on current knowledge and after taking into account its current legal accruals, that the eventual outcome of all matters described in this Note would not be likely to have a material adverse effect on the consolidated financial condition of Citigroup. Nonetheless, given the substantial or indeterminate amounts sought in certain of these matters, and the inherent unpredictability of such matters, an adverse outcome in certain of these matters could, from time to time, have a material adverse effect on Citigroup's consolidated results of operations or cash flows in particular quarterly or annual periods.

For further information on ASC 450 and Citigroup's accounting and disclosure framework for litigation and regulatory matters, see Note 29 to the Consolidated Financial Statements in the 2010 Annual Report on Form 10-K.

Subprime Mortgage—Related Litigation and Other Matters

Regulatory Actions: The Civil Division of the U.S. Attorney's Office for the Southern District of New York is investigating issues related to the conduct of certain mortgage origination and servicing companies, including Citigroup affiliates, in connection with the origination, servicing, sale, and/or securitization of mortgage loans. Citigroup is cooperating fully with this inquiry.

The U.S. Department of Justice, certain federal agencies, and a number of state Attorneys General are engaged in discussions with several major mortgage servicers, including Citigroup affiliates, concerning the resolution of certain potential claims relating to mortgage servicing and other mortgage-related issues. The proposals under discussion would entail both monetary and non-monetary consideration.

Securities Actions: On March 11, 2011, lead plaintiffs in IN RE CITIGROUP INC. BOND LITIGATION filed a motion seeking class certification. Additional information relating to this action is publicly available in court filings under consolidated lead docket number 08 Civ. 9522 (S.D.N.Y) (Stein, J).

On July 12, 2011, additional individual investors who purchased equity securities issued by Citigroup filed an action on their own behalf in the Southern District of New York, asserting claims similar to those asserted in the IN RE CITIGROUP INC. SECURITIES LITIGATION. Additional information relating to this action is publicly available in court filings under the docket number 11 Civ. 4788 (S.D.N.Y.) (Stein, J.).

On July 15, 2011, lead plaintiffs in IN RE CITIGROUP INC. SECURITIES LITIGATION filed a motion seeking class certification. Additional information relating to this action is publicly available in court filings under consolidated lead docket number 07 Civ. 9901 (S.D.N.Y.) (Stein, J).

Underwriting Matters: On May 6, 2011, plaintiffs and the underwriter defendants, including Citigroup, in IN RE AMBAC FINANCIAL GROUP, INC. SECURITIES LITIGATION signed formal stipulations of settlement, which were submitted to the court for preliminary approval. On June 14, 2011, the court entered an order preliminarily approving the proposed settlement. The settlement remains subject to final court approval. Additional information relating to this action is publicly available in court filings under docket number 08 Civ. 0411 (S.D.N.Y.) (Buchwald, J.).

Subprime Counterparty and Investor Actions: The hearing in the arbitration brought by the Abu Dhabi Investment Authority took place in May 2011, and post-hearing proceedings are ongoing.

Residential Mortgage-Backed Securities Investor Actions and Repurchase Claims: During the period 2005 through 2008, Citigroup affiliates (including both S&B and Consumer

mortgage entities) sponsored approximately $91 billion in private-label mortgage-backed securitization transactions, of which approximately $37 billion remained outstanding at June 30, 2011. Losses to date on these issuances are estimated to be approximately $8.7 billion. From time to time, investors or other parties to such securitizations have contended, or may in the future contend, that Citigroup affiliates involved in the securitizations are responsible for such losses because of misstatements or omissions in connection with the issuance and underwriting of the securities, breaches of representations and warranties with respect to the underlying mortgage loans, or for other reasons.

As discussed in Note 29 to the Consolidated Financial Statements of Citigroup's 2010 Annual Report on Form 10-K, and Note 23 to the Consolidated Financial Statements of Citigroup's Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, several investors, including Cambridge Place Investment Management Inc., The Charles Schwab Corporation, the Federal Home Loan Bank of Chicago, the Federal Home Loan Bank of Indianapolis, the Federal Home Loan Bank of Boston, Allstate Insurance Company and affiliated entities, and the Union Central Life Insurance Co. and affiliated entities, have filed lawsuits against Citigroup and certain of its affiliates alleging actionable misstatements or omissions in connection with the issuance and underwriting of residential mortgage-backed securities. Each of the plaintiffs in these actions has asserted similar claims against other financial institutions. As a general matter, plaintiffs in these actions seek rescission of their investments or other damages. These actions, which are in their early procedural stages, allege claims against Citigroup and certain of its affiliates in connection with approximately $1.5 billion of residential mortgage-backed securities. Additional information relating to these actions is publicly available in court filings under the docket numbers 10 Civ. 11376 (D. Mass.), CGC-10-501610 (Cal. Super. Ct.), 10-CH-45033 (Ill. Cir. Ct.), LC-091499 (Cal. Super. Ct.), 49D05-1010-PL-045071 (Ind. Super. Ct.), 11 Civ. 10992 (D. Mass.), 11 Civ. 1927 (S.D.N.Y.), 11 Civ. 10952 (D. Mass.), and 11 Civ. 2890 (S.D.N.Y.). Additional similar actions may be filed against Citigroup and its affiliates in the future.

On July 14, 2011, plaintiff filed an amended complaint in FEDERAL HOME LOAN BANK OF INDIANAPOLIS v. BANC OF AMERICA MORTGAGE SECURITIES, INC., ET AL., which no longer names Citigroup or any of its affiliates as defendants.

Separately, at various times, parties to residential mortgage-backed securitizations, among others, have asserted that certain Citigroup affiliates breached representations and warranties made in connection with mortgage loans placed into securitization trusts and have sought repurchase of the affected mortgage loans or indemnification from resulting losses, among other remedies. The frequency of such demands may increase in the future, and some such demands may result in litigation.

ASTA/MAT- and Falcon-Related Litigation and Other Matters

On April 12, 2011, Claimants Jerry Murdock Jr., Gerald Hosier, and related entities moved in the United States District Court for the District of Colorado to confirm the arbitration award they obtained against Citigroup. Citigroup has opposed that motion and cross-moved to vacate the arbitration award. Additional information relating to this action is publicly available in court filings under docket number 11 Civ. 0971 (D. Colo.) (Arguello, J.).

Auction Rate Securities-Related Litigation and Other Matters

Securities Actions: Plaintiffs-appellants have appealed to the United States Court of Appeals for the Second Circuit from the order entered on March 1, 2011 by the United States District Court for the Southern District of New York in IN RE CITIGROUP AUCTION RATE SECURITIES LITIGATION dismissing their fourth consolidated amended complaint. Additional information relating to this action is publicly available in court filings under district court docket number 11 Civ. 3095 (S.D.N.Y.) (Swain, J.), and circuit court docket number 11 Civ. 1270 (2d Cir.).

On May 17, 2011, the District Court of Dallas County, Texas, dismissed plaintiff's complaint in TEXAS INSTRUMENTS INC. v. CITIGROUP GLOBAL MARKETS INC., ET AL, following the settlement of the matter. Additional information relating to this action is publicly available in court filings under docket number 09-03774-1 (Tex. Dist. Ct.).

Interbank Offered Rates-Related Litigation and Other Matters

Government agencies in the U.S., including the Department of Justice, the Commodity Futures Trading Commission, and the Securities and Exchange Commission, as well as agencies in other countries, are conducting investigations or making inquiries regarding submissions made by panel banks to bodies that publish various interbank offered rates. As members of a number of such panels, Citigroup subsidiaries have received requests for information and documents. Citigroup is cooperating with the investigations and inquiries and is responding to the requests.

In addition, several banks that served on the London interbank offered rate (LIBOR) panel and their affiliates, including certain Citigroup subsidiaries, have been named as defendants in a number of purported class action lawsuits filed in the Southern District of New York, the Northern District of Illinois, the District of New Jersey and the District of Minnesota. These actions allege various federal and state law claims relating to LIBOR. A motion seeking consolidation and transfer of all such related actions to a single district is currently pending before the Judicial Panel on Multidistrict Litigation. Additional information relating to these actions is publicly available in court filings under docket number MDL 2262 (J.P.M.L.).

Lehman Structured Notes Matters

In Hong Kong, a Citigroup subsidiary (CHKL) reached a settlement with securities and banking regulators regarding the distribution to retail customers of structured notes issued by Lehman entities in 2007 and 2008. Under the terms of the settlement, without admitting liability, CHKL agreed to repurchase $136 million of these notes from eligible clients.

Lehman Brothers Bankruptcy Proceedings

On June 28, 2011, Citigroup and Related Parties entered into a settlement agreement with Lehman Brothers International (Europe) (LBIE) resolving the parties' disputes with respect to LBIE's proprietary assets and cash held by Citigroup and Related Parties as custodians. Under the terms of the settlement, Citigroup and Related Parties will return LBIE's proprietary assets and cash and release all claims in respect of those assets and cash in exchange for releases, the payment of fees, and preservation of certain claims asserted by Citigroup and Related Parties in LBIE's insolvency proceedings in the United Kingdom. Additional information relating to the U.K. administration of LBIE is available at www.pwc.co.uk.eng/issues/lehman_updates.html.

KIKOs

As of June 30, 2011, there were 82 civil lawsuits filed by small and medium-sized enterprises in Korea against a Citigroup subsidiary (CKI) relating to foreign exchange derivative products with "knock-in, knock-out" features (KIKOs). To date, 77 decisions have been rendered at the district court level, and CKI has prevailed in 61 of these decisions. In the other 16 decisions, plaintiffs were awarded only a portion of the damages sought. The damage awards total approximately $19.5 million. CKI is appealing these 16 adverse decisions. A significant number of plaintiffs that had decisions rendered against them are also filing appeals, including plaintiffs that were awarded less than all of the damages they sought.

Tribune Company Bankruptcy

The Bankruptcy Court confirmation hearing concluded on June 27, 2011. Additional information relating to this matter is publicly available in court filings under docket number 08-13141 (Bankr. D. Del.) (Carey, J.).

Certain Citigroup entities have been named as defendants in two actions brought by creditors of Tribune alleging state law constructive fraudulent conveyance claims relating to the Tribune LBO. Additional information relating to these actions is publicly available in court filings under docket numbers 11 Civ. 4522 (S.D.N.Y.) (Buchwald, J.) and 11 Civ. 4538 (S.D.N.Y.) (Daniels, J.).

Settlement Payments

Payments required in settlement agreements described above have been made or are covered by existing litigation accruals.

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Additional matters asserting claims similar to those described above may be filed in the future.