EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2012

EARNINGS PER SHARE

EARNINGS PER SHARE

9.    EARNINGS PER SHARE

        The following is a reconciliation of the income and share data used in the basic and diluted earnings per share (EPS) computations for the three months ended March 31:

In millions, except per-share amounts	2012			2011(1)
Income from continuing operations before attribution of noncontrolling interests	$	3,062		$	3,031
Less: Noncontrolling interests from continuing operations		126			72
Net income from continuing operations (for EPS purposes)	$	2,936		$	2,959
Income (loss) from discontinued operations, net of taxes		(5	)		40
Citigroup's net income	$	2,931		$	2,999
Less: Preferred dividends		4			4
Net income available to common shareholders	$	2,927		$	2,995
Less: Dividends and undistributed earnings allocated to employee restricted and deferred shares with nonforfeitable rights to dividends, applicable to basic EPS		54			35
Net income allocated to common shareholders for basic EPS	$	2,873		$	2,960
Add: Interest expense, net of tax, on convertible securities and adjustment of undistributed earnings allocated to employee restricted and deferred shares with nonforfeitable rights to dividends, applicable to diluted EPS		4			1
Net income allocated to common shareholders for diluted EPS	$	2,877		$	2,961
Weighted-average common shares outstanding applicable to basic EPS		2,926.2			2,904.4
Effect of dilutive securities
TDECs		87.7			87.6
Options		—			2.5
Other employee plans		0.5			2.0
Convertible securities		0.1			0.1
Adjusted weighted-average common shares outstanding applicable to diluted EPS		3,014.5			2,996.6
Basic earnings per share
Income from continuing operations	$	0.98		$	1.01
Discontinued operations		—			0.01
Net income	$	0.98		$	1.02
Diluted earnings per share(2)
Income from continuing operations	$	0.96		$	0.97
Discontinued operations		—			0.01
Net income	$	0.95		$	0.99

(1)

All per-share amounts and Citigroup shares outstanding for all periods reflect Citigroup's 1-for-10 reverse stock split, which was effective May 6, 2011.

(2)

Due to rounding, earnings per share on continuing operations and discontinued operations may not sum to earnings per share on net income.

        During the first quarters of 2012 and 2011, weighted-average options to purchase 36.6 million and 9.7 million shares of common stock, respectively, were outstanding but not included in the computation of earnings per share, because the weighted-average exercise prices of $60.68 and $192.03, respectively, were greater than the average market price of the Company's common stock.

        Warrants issued to the U.S. Treasury as part of the Troubled Asset Relief Program (TARP) and the loss-sharing agreement (all of which were subsequently sold to the public in January 2011), with an exercise price of $178.50 and $106.10 for approximately 21.0 million and 25.5 million shares of common stock, respectively, were not included in the computation of earnings per share in the first quarters of 2012 and 2011, because they were anti-dilutive.

        The final tranche of equity units held by the Abu Dhabi Investment Authority (ADIA) converted into 5.9 million shares of Citigroup common stock during the third quarter of 2011. Equity units held by ADIA of approximately 8.8 million shares were not included in the computation of earnings per share in the first quarter of 2011 because the exercise price of $318.30 was greater than the average market price of the Company's common stock.