EARNINGS PER SHARE

3 Months Ended

Mar. 31, 2013

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	2013			2012
Income from continuing operations before attribution of noncontrolling interests	$	3,965		$	3,062
Less: Noncontrolling interests from continuing operations		90			126
Net income from continuing operations (for EPS purposes)	$	3,875		$	2,936
Income (loss) from discontinued operations, net of taxes		(67	)		(5	)
Citigroup's net income	$	3,808		$	2,931
Less: Preferred dividends		4			4
Net income available to common shareholders	$	3,804		$	2,927
Less: Dividends and undistributed earnings allocated to employee restricted and deferred shares with nonforfeitable rights to dividends, applicable to basic EPS		72			54
Net income allocated to common shareholders for basic EPS	$	3,732		$	2,873
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
Net income allocated to common shareholders for diluted EPS	$	3,732		$	2,877
Weighted-average common shares outstanding applicable to basic EPS		3,040.1			2,926.2
Effect of dilutive securities
T-DECs		—			87.7
Options		4.0			—
Other employee plans		0.5			0.5
Convertible securities		0.1			0.1
Adjusted weighted-average common shares outstanding applicable to diluted EPS		3,044.7			3,014.5
Basic earnings per share
Income from continuing operations	$	1.25		$	0.98
Discontinued operations		(0.02	)		—
Net income	$	1.23		$	0.98
Diluted earnings per share(1)
Income from continuing operations	$	1.25		$	0.96
Discontinued operations		(0.02	)		—
Net income	$	1.23		$	0.95

(1)

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 2013 and 2012, weighted-average options to purchase 8.2 million and 36.6 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 $80.84 and $60.68, 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 Citigroup common stock, respectively, were not included in the computation of earnings per share in the first quarters of 2013 and 2012 because they were anti-dilutive.

        Pursuant to the terms of Citi's previously outstanding Tangible Dividend Enhanced Common Stock Securities (T-DECs), on December 17, 2012, the Company delivered 96,337,772 shares of Citigroup common stock for the final settlement of the prepaid stock purchase contract. The impact of the T-DECs was fully reflected in the basic shares for the first quarter of 2013 and diluted shares for the first quarter of 2012.

        During the first quarter of 2013, Citi issued approximately $575 million of non-cumulative perpetual preferred stock. During the fourth quarter of 2012, Citi issued approximately $2.25 billion of non-cumulative perpetual preferred stock. If declared by the Board of Directors, Citi will distribute preferred dividends of approximately $19 million and $97 million, respectively, relating to these preferred stock issuances during 2013.