FAIR VALUE MEASUREMENT

6 Months Ended

Jun. 30, 2013

FAIR VALUE MEASUREMENT

FAIR VALUE MEASUREMENT

21.   FAIR VALUE MEASUREMENT

        ASC 820-10 (formerly SFAS 157) Fair Value Measurement, defines fair value, establishes a consistent framework for measuring fair value and requires disclosures about fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Among other things, the standard requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

        Under ASC 820-10, the probability of default of a counterparty is factored into the valuation of derivative positions and includes the impact of Citigroup's own credit risk on derivatives and other liabilities measured at fair value.

Fair Value Hierarchy

        ASC 820-10 specifies a hierarchy of inputs based on whether the inputs are observable or unobservable. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Company's market assumptions. These two types of inputs have created the following fair value hierarchy:

• •

  Level 1: Quoted prices for identical instruments in active markets.

  •

  Level 2: Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.

  •

  Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

        This hierarchy requires the use of observable market data when available. The Company considers relevant and observable market prices in its valuations where possible. The frequency of transactions, the size of the bid-ask spread and the amount of adjustment necessary when comparing similar transactions are all factors in determining the liquidity of markets and the relevance of observed prices in those markets.

        The Company's policy with respect to transfers between levels of the fair value hierarchy is to recognize transfers into and out of each level as of the end of the reporting period.

Determination of Fair Value

        For assets and liabilities carried at fair value, the Company measures such value using the procedures set out below, irrespective of whether these assets and liabilities are carried at fair value as a result of an election or whether they are required to be carried at fair value.

        When available, the Company generally uses quoted market prices to determine fair value and classifies such items as Level 1. In some cases where a market price is available, the Company will make use of acceptable practical expedients (such as matrix pricing) to calculate fair value, in which case the items are classified as Level 2.

        If quoted market prices are not available, fair value is based upon internally developed valuation techniques that use, where possible, current market-based parameters, such as interest rates, currency rates, option volatilities, etc. Items valued using such internally generated valuation techniques are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified as Level 3 even though there may be some significant inputs that are readily observable.

        The Company may also apply a price-based methodology, which utilizes, where available, quoted prices or other market information obtained from recent trading activity in positions with the same or similar characteristics to the position being valued. The market activity and the amount of the bid-ask spread are among the factors considered in determining the liquidity of markets and the relevance of observed prices from those markets. If relevant and observable prices are available, those valuations may be classified as Level 2. When less liquidity exists for a security or loan, a quoted price is stale, a significant adjustment to the price of a similar security is necessary to reflect differences in the terms of the actual security or loan being valued, or prices from independent sources are insufficient to corroborate the valuation, the "price" inputs are considered unobservable and the fair value measurements are classified as Level 3.

        Fair value estimates from internal valuation techniques are verified, where possible, to prices obtained from independent vendors or brokers. Vendors and brokers' valuations may be based on a variety of inputs ranging from observed prices to proprietary valuation models.

        The following section describes the valuation methodologies used by the Company to measure various financial instruments at fair value, including an indication of the level in the fair value hierarchy in which each instrument is generally classified. Where appropriate, the description includes details of the valuation models, the key inputs to those models and any significant assumptions.

Market valuation adjustments

        Liquidity adjustments are applied to items in Level 2 and Level 3 of the fair value hierarchy to ensure that the fair value reflects the liquidity or illiquidity of the market. The liquidity reserve may utilize the bid-offer spread for an instrument as one of the factors.

        Counterparty credit-risk adjustments are applied to derivatives, such as over-the-counter uncollateralized derivatives, where the base valuation uses market parameters based on the relevant base interest rate curves. Not all counterparties have the same credit risk as that implied by the relevant base curve, so it is necessary to consider the market view of the credit risk of a counterparty in order to estimate the fair value of such an item.

        Bilateral or "own" credit-risk adjustments are applied to reflect the Company's own credit risk when valuing derivatives and liabilities measured at fair value. Counterparty and own credit adjustments consider the expected future cash flows between Citi and its counterparties under the terms of the instrument and the effect of credit risk on the valuation of those cash flows, rather than a point-in-time assessment of the current recognized net asset or liability. Furthermore, the credit-risk adjustments take into account the effect of credit-risk mitigants, such as pledged collateral and any legal right of offset (to the extent such offset exists) with a counterparty through arrangements such as netting agreements.

        Generally, the unit of account for a financial instrument is the individual financial instrument. The Company applies market valuation adjustments that are consistent with the unit of account, which does not include adjustment due to the size of the Company's position, except as follows. ASC 820-10 permits an exception, through an accounting policy election, to measure the fair value of a portfolio of financial assets and financial liabilities on the basis of the net open risk position when certain criteria are met. Citi has elected to measure certain portfolios of financial instruments, such as derivatives, that meet those criteria on the basis of the net open risk position. The Company applies market valuation adjustments, including adjustments to account for the size of the net open risk position, consistent with market participant assumptions and in accordance with the unit of account.

Valuation Process for Level 3 Fair Value Measurements

        Price verification procedures and related internal control procedures are governed by the Citigroup Pricing and Price Verification Policy and Standards, which is jointly owned by Finance and Risk Management. Finance has implemented the ICG Securities and Banking Pricing and Price Verification Standards and Procedures to facilitate compliance with this policy.

        For fair value measurements of substantially all assets and liabilities held by the Company, individual business units are responsible for valuing the trading account assets and liabilities, and Product Control within Finance performs independent price verification procedures to evaluate those fair value measurements. Product Control is independent of the individual business units and reports into the Global Head of Product Control. It has authority over the valuation of financial assets and liabilities. Fair value measurements of assets and liabilities are determined using various techniques, including, but not limited to, discounted cash flows and internal models, such as option and correlation models.

        Based on the observability of inputs used, Product Control classifies the inventory as Level 1, Level 2 or Level 3 of the fair value hierarchy. When a position involves one or more significant inputs that are not directly observable, additional price verification procedures are applied. These procedures may include reviewing relevant historical data, analyzing profit and loss, valuing each component of a structured trade individually, and benchmarking, among others.

        Reports of inventory that is classified within Level 3 of the fair value hierarchy are distributed to senior management in Finance, Risk and the individual business. This inventory is also discussed in Risk Committees and in monthly meetings with senior trading management. As deemed necessary, reports may go to the Audit Committee of the Board of Directors or to the full Board of Directors. Whenever a valuation adjustment is needed to bring the price of an asset or liability to its exit price, Product Control reports it to management along with other price verification results.

        In addition, the pricing models used in measuring fair value are governed by an independent control framework. Although the models are developed and tested by the individual business units, they are independently validated by the Model Validation Group within Risk Management and reviewed by Finance with respect to their impact on the price verification procedures. The purpose of this independent control framework is to assess model risk arising from models' theoretical soundness, calibration techniques where needed, and the appropriateness of the model for a specific product in a defined market. Valuation adjustments, if any, go through a similar independent review process as the valuation models. To ensure their continued applicability, models are independently reviewed annually. In addition, Risk Management approves and maintains a list of products permitted to be valued under each approved model for a given business.

Securities purchased under agreements to resell and securities sold under agreements to repurchase

        No quoted prices exist for such instruments, so fair value is determined using a discounted cash-flow technique. Cash flows are estimated based on the terms of the contract, taking into account any embedded derivative or other features. Expected cash flows are discounted using interest rates appropriate to the maturity of the instrument as well as the nature of the underlying collateral. Generally, when such instruments are held at fair value, they are classified within Level 2 of the fair value hierarchy, as the inputs used in the valuation are readily observable. However, certain long-dated positions are classified within Level 3 of the fair value hierarchy.

Trading account assets and liabilities—trading securities and trading loans

        When available, the Company uses quoted market prices to determine the fair value of trading securities; such items are classified as Level 1 of the fair value hierarchy. Examples include some government securities and exchange-traded equity securities.

        For bonds and secondary market loans traded over the counter, the Company generally determines fair value utilizing valuation techniques, including discounted cash flows, price-based and internal models, such as Black-Scholes and Monte Carlo simulation. Fair value estimates from these internal valuation techniques are verified, where possible, to prices obtained from independent vendors. Vendors compile prices from various sources and may apply matrix pricing for similar bonds or loans where no price is observable. A price-based methodology utilizes, where available, quoted prices or other market information obtained from recent trading activity of assets with similar characteristics to the bond or loan being valued. The yields used in discounted cash flow models are derived from the same price information. Trading securities and loans priced using such methods are generally classified as Level 2. However, when less liquidity exists for a security or loan, a quoted price is stale, a significant adjustment to the price of a similar security or loan is necessary to reflect differences in the terms of the actual security or loan being valued, or prices from independent sources are insufficient to corroborate valuation, a loan or security is generally classified as Level 3. The price input used in a price-based methodology may be zero for a security, such as a subprime CDO, that is not receiving any principal or interest and is currently written down to zero.

        Where the Company's principal market for a portfolio of loans is the securitization market, the Company uses the securitization price to determine the fair value of the portfolio. The securitization price is determined from the assumed

proceeds of a hypothetical securitization in the current market, adjusted for transformation costs (i.e., direct costs other than transaction costs) and securitization uncertainties such as market conditions and liquidity. As a result of the severe reduction in the level of activity in certain securitization markets since the second half of 2007, observable securitization prices for certain directly comparable portfolios of loans have not been readily available. Therefore, such portfolios of loans are generally classified as Level 3 of the fair value hierarchy. However, for other loan securitization markets, such as commercial real estate loans, price verification of the hypothetical securitizations has been possible, since these markets have remained active. Accordingly, this loan portfolio is classified as Level 2 of the fair value hierarchy.

Trading account assets and liabilities—derivatives

        Exchange-traded derivatives are generally measured at fair value using quoted market (i.e., exchange) prices and are classified as Level 1 of the fair value hierarchy.

        The majority of derivatives entered into by the Company are executed over the counter and are valued using internal valuation techniques, as no quoted market prices exist for such instruments. The valuation techniques and inputs depend on the type of derivative and the nature of the underlying instrument. The principal techniques used to value these instruments are discounted cash flows and internal models, including Black-Scholes and Monte Carlo simulation. The fair values of derivative contracts reflect cash the Company has paid or received (for example, option premiums paid and received).

        The key inputs depend upon the type of derivative and the nature of the underlying instrument and include interest rate yield curves, foreign-exchange rates, volatilities and correlation. The Company uses overnight indexed swap curves as fair value measurement inputs for the valuation of certain collateralized interest-rate related derivatives. The instrument is classified as either Level 2 or Level 3 depending upon the observability of the significant inputs to the model.

Subprime-related direct exposures in CDOs

        The valuation of high-grade and mezzanine asset-backed security (ABS) CDO positions utilizes prices based on the underlying assets of each high-grade and mezzanine ABS CDO. The high-grade and mezzanine positions are largely hedged through the ABS and bond short positions. This results in closer symmetry in the way these long and short positions are valued by the Company. Citigroup uses trader marks to value this portion of the portfolio and will do so as long as it remains largely hedged.

        For most of the lending and structured direct subprime exposures, fair value is determined utilizing observable transactions where available, other market data for similar assets in markets that are not active and other internal valuation techniques.

Investments

        The investments category includes available-for-sale debt and marketable equity securities, whose fair value is generally determined by utilizing similar procedures described for trading securities above or, in some cases, using consensus pricing as the primary source.

        Also included in investments are nonpublic investments in private equity and real estate entities held by the S&B business. Determining the fair value of nonpublic securities involves a significant degree of management resources and judgment, as no quoted prices exist and such securities are generally very thinly traded. In addition, there may be transfer restrictions on private equity securities. The Company's process for determining the fair value of such securities utilizes commonly accepted valuation techniques, including comparables analysis. In determining the fair value of nonpublic securities, the Company also considers events such as a proposed sale of the investee company, initial public offerings, equity issuances or other observable transactions. As discussed in Note 12 to the Consolidated Financial Statements, the Company uses net asset value to value certain of these investments.

        Private equity securities are generally classified as Level 3 of the fair value hierarchy.

Short-term borrowings and long-term debt

        Where fair value accounting has been elected, the fair value of non-structured liabilities is determined by utilizing internal models using the appropriate discount rate for the applicable maturity. Such instruments are generally classified as Level 2 of the fair value hierarchy, as all inputs are readily observable.

        The Company determines the fair value of structured liabilities (where performance is linked to structured interest rates, inflation or currency risks) and hybrid financial instruments (where performance is linked to risks other than interest rates, inflation or currency risks) using the appropriate derivative valuation methodology (described above in "Trading account assets and liabilities—derivatives") given the nature of the embedded risk profile. Such instruments are classified as Level 2 or Level 3 depending on the observability of significant inputs to the model.

Alt-A mortgage securities

        The Company classifies its Alt-A mortgage securities as held-to-maturity, available-for-sale and trading investments. The securities classified as trading and available-for-sale are recorded at fair value with changes in fair value reported in current earnings and AOCI, respectively. For these purposes, Citi defines Alt-A mortgage securities as non-agency residential mortgage-backed securities (RMBS) where (i) the underlying collateral has weighted average FICO scores between 680 and 720 or (ii) for instances where FICO scores are greater than 720, RMBS have 30% or less of the underlying collateral composed of full documentation loans.

        Similar to the valuation methodologies used for other trading securities and trading loans, the Company generally determines the fair values of Alt-A mortgage securities utilizing internal valuation techniques. Fair value estimates from internal valuation techniques are verified, where possible, to prices obtained from independent vendors. Consensus data providers compile prices from various sources. Where available, the

Company may also make use of quoted prices for recent trading activity in securities with the same or similar characteristics to the security being valued.

        The valuation techniques used for Alt-A mortgage securities, as with other mortgage exposures, are price-based and yield analysis. The primary market-derived input is yield. Cash flows are based on current collateral performance with prepayment rates and loss projections reflective of current economic conditions of housing price change, unemployment rates, interest rates, borrower attributes and other market indicators.

        Alt-A mortgage securities that are valued using these methods are generally classified as Level 2. However, Alt-A mortgage securities backed by Alt-A mortgages of lower quality or subordinated tranches in the capital structure are mostly classified as Level 3 due to the reduced liquidity that exists for such positions, which reduces the reliability of prices available from independent sources.

Items Measured at Fair Value on a Recurring Basis

        The following tables present for each of the fair value hierarchy levels the Company's assets and liabilities that are measured at fair value on a recurring basis at June 30, 2013 and December 31, 2012. The Company's hedging of positions that have been classified in the Level 3 category is not limited to other financial instruments (hedging instruments) that have been classified as Level 3, but also instruments classified as Level 1 or Level 2 of the fair value hierarchy. The effects of these hedges are presented gross in the following table.

Fair Value Levels

In millions of dollars at June 30, 2013	Level 1(1)		Level 2(1)		Level 3		Gross inventory		Netting(2)			Net balance
Assets
Federal funds sold and securities borrowed or purchased under agreements to resell	$	—	$	223,686	$	4,177	$	227,863	$	(63,697	)	$	164,166
Trading securities
Trading mortgage-backed securities
U.S. government-sponsored agency guaranteed	$	—	$	29,924	$	1,704	$	31,628	$	—		$	31,628
Residential		—		1,801		2,938		4,739		—			4,739
Commercial		—		2,150		326		2,476		—			2,476
Total trading mortgage-backed securities	$	—	$	33,875	$	4,968	$	38,843	$	—		$	38,843
U.S. Treasury and federal agency securities	$	18,339	$	4,783	$	—	$	23,122	$	—		$	23,122
State and municipal		—		4,206		241		4,447		—			4,447
Foreign government		54,352		27,671		240		82,263		—			82,263
Corporate		—		29,738		1,688		31,426		—			31,426
Equity securities		49,861		2,591		190		52,642		—			52,642
Asset-backed securities		—		1,138		4,259		5,397		—			5,397
Other debt securities		—		9,357		2,276		11,633		—			11,633
Total trading securities	$	122,552	$	113,359	$	13,862	$	249,773	$	—		$	249,773
Trading account derivatives
Interest rate contracts		38		669,070		3,520		672,628
Foreign exchange contracts		41		95,663		1,363		97,067
Equity contracts		3,921		17,399		1,667		22,987
Commodity contracts		836		10,133		882		11,851
Credit derivatives		—		42,007		3,060		45,067
Total trading account derivatives	$	4,836	$	834,272	$	10,492	$	849,600
Gross cash collateral paid(3)								5,088
Netting agreements									$	(764,620	)
Netting of cash collateral received										(33,271	)
Total trading account derivatives	$	4,836	$	834,272	$	10,492	$	854,688	$	(797,891	)	$	56,797
Investments
Mortgage-backed securities
U.S. government-sponsored agency guaranteed	$	—	$	48,988	$	420	$	49,408	$	—		$	49,408
Residential		—		8,938		—		8,938		—			8,938
Commercial		—		449		3		452		—			452
Total investment mortgage-backed securities	$	—	$	58,375	$	423	$	58,798	$	—		$	58,798
U.S. Treasury and federal agency securities	$	63,245	$	21,308	$	9	$	84,562	$	—		$	84,562

See footnotes on the next page.

In millions of dollars at June 30, 2013	Level 1(1)			Level 2(1)			Level 3			Gross inventory			Netting(2)			Net balance
State and municipal	$	—		$	16,645		$	684		$	17,329		$	—		$	17,329
Foreign government		32,518			53,422			367			86,307			—			86,307
Corporate		6			9,940			404			10,350			—			10,350
Equity securities		2,545			568			779			3,892			—			3,892
Asset-backed securities		—			14,126			1,758			15,884			—			15,884
Other debt securities		—			205			51			256			—			256
Non-marketable equity securities		—			357			5,363			5,720			—			5,720
Total investments	$	98,314		$	174,946		$	9,838		$	283,098		$	—		$	283,098
Loans(4)	$	—		$	547		$	4,321		$	4,868		$	—		$	4,868
Mortgage servicing rights		—			—			2,524			2,524			—			2,524
Nontrading derivatives and other financial assets measured on a recurring basis, gross	$	—		$	13,229		$	245		$	13,474
Cash collateral paid										$	7
Netting of cash collateral received													$	(2,960	)
Nontrading derivatives and other financial assets measured on a recurring basis	$	—		$	13,229		$	245		$	13,481		$	(2,960	)	$	10,521
Total assets	$	225,702		$	1,360,039		$	45,459		$	1,636,295		$	(864,548	)	$	771,747
Total as a percentage of gross assets(5)		13.8	%		83.4	%		2.8	%		100.0	%
Liabilities
Interest-bearing deposits	$	—		$	680		$	831		$	1,511		$	—		$	1,511
Federal funds purchased and securities loaned or sold under agreements to repurchase		—			183,202			1,007			184,209			(63,697	)		120,512
Trading account liabilities
Securities sold, not yet purchased		59,423			11,227			450			71,100						71,100
Trading account derivatives
Interest rate contracts	$	36		$	661,570		$	2,437		$	664,043
Foreign exchange contracts		3			95,508			996			96,507
Equity contracts		3,947			26,722			2,759			33,428
Commodity contracts		641			10,647			1,100			12,388
Credit derivatives		—			40,454			3,101			43,555
Total trading account derivatives	$	4,627		$	834,901		$	10,393		$	849,921
Cash collateral received(6)											8,814
Netting agreements													$	(764,620	)
Netting of cash collateral paid														(42,193	)
Total trading account derivatives	$	4,627		$	834,901		$	10,393		$	858,735		$	(806,813	)	$	51,922
Short-term borrowings		—			4,158			335			4,493			—			4,493
Long-term debt		—			20,346			6,811			27,157			—			27,157
Nontrading derivatives and other financial liabilities measured on a recurring basis, gross	$	—		$	2,257		$	95		$	2,352
Cash collateral received(7)										$	313
Nontrading derivatives and other financial liabilities measured on a recurring basis		—			2,257			95			2,665			—			2,665
Total liabilities	$	64,050		$	1,056,771		$	19,922		$	1,149,870		$	(870,510	)	$	279,358
Total as a percentage of gross liabilities(5)		5.6	%		92.7	%		1.7	%		100.0	%

(1)

For the three and six months ended June 30, 2013, the Company transferred assets of approximately $0.5 billion and $0.9 billion, respectively, from Level 1 to Level 2. During the three and six months ended June 30, 2013, the Company transferred assets of approximately $0.2 billion and $49 billion, respectively, from Level 2 to Level 1. Almost all of the transfers during the six months ended June 2013 were related to U.S. Treasury securities held across the Company's major investment portfolios where Citi obtained additional information from its external pricing sources to meet the criteria for Level 1 classification. During the three and six months ended June 30, 2013, the Company transferred liabilities of $14 million and $25 million, respectively, from Level 1 to Level 2, and $33 million and $54 million, respectively from Level 2 to Level 1.

(2)

Represents netting of: (i) the amounts due under securities purchased under agreements to resell and the amounts owed under securities sold under agreements to repurchase; and (ii) derivative exposures covered by a qualifying master netting agreement and cash collateral offsetting.

(3)

This is the net amount of the $47,281 million of gross cash collateral paid, of which $42,193 million was used to offset derivative liabilities.

(4)

There is no allowance for loan losses recorded for loans reported at fair value.

(5)

Percentage is calculated based on total assets and liabilities measured at fair value on a recurring basis, excluding collateral paid/received on derivatives.

(6)

This is the net amount of the $42,085 million of gross cash collateral received, of which $33,271 million was used to offset derivative assets.

(7)

This is the net amount of the $3,273 million of gross cash collateral received, of which $2,960 million was used to offset derivative assets.

Fair Value Levels

In millions of dollars at December 31, 2012	Level 1(1)		Level 2(1)		Level 3		Gross inventory		Netting(2)			Net balance
Assets
Federal funds sold and securities borrowed or purchased under agreements to resell	$	—	$	198,278	$	5,043	$	203,321	$	(42,732	)	$	160,589
Trading securities
Trading mortgage-backed securities
U.S. government-sponsored agency guaranteed		—		29,835		1,325		31,160		—			31,160
Residential		—		1,663		1,805		3,468		—			3,468
Commercial		—		1,322		1,119		2,441		—			2,441
Total trading mortgage-backed securities	$	—	$	32,820	$	4,249	$	37,069	$	—		$	37,069
U.S. Treasury and federal agency securities	$	15,416	$	4,940	$	—	$	20,356	$	—		$	20,356
State and municipal		—		3,611		195		3,806		—			3,806
Foreign government		57,831		31,097		311		89,239		—			89,239
Corporate		—		33,194		2,030		35,224		—			35,224
Equity securities		54,640		2,094		264		56,998		—			56,998
Asset-backed securities		—		899		4,453		5,352		—			5,352
Other debt securities		—		15,944		2,321		18,265		—			18,265
Total trading securities	$	127,887	$	124,599	$	13,823	$	266,309	$	—		$	266,309
Trading account derivatives
Interest rate contracts	$	2	$	897,635	$	1,710	$	899,347
Foreign exchange contracts		18		75,358		902		76,278
Equity contracts		2,359		14,109		1,741		18,209
Commodity contracts		410		9,752		695		10,857
Credit derivatives		—		49,858		4,166		54,024
Total trading account derivatives	$	2,789	$	1,046,712	$	9,214	$	1,058,715
Gross cash collateral paid(3)								5,597
Netting agreements									$	(990,782	)
Netting of cash collateral received										(38,910	)
Total trading account derivatives	$	2,789	$	1,046,712	$	9,214	$	1,064,312	$	(1,009,692	)	$	54,620
Investments
Mortgage-backed securities
U.S. government-sponsored agency guaranteed	$	46	$	45,841	$	1,458	$	47,345	$	—		$	47,345
Residential		—		7,472		205		7,677		—			7,677
Commercial		—		449		—		449		—			449
Total investment mortgage-backed securities	$	46	$	53,762	$	1,663	$	55,471	$	—		$	55,471
U.S. Treasury and federal agency securities	$	13,204	$	78,625	$	12	$	91,841	$	—		$	91,841

See footnotes on the next page.

In millions of dollars at December 31, 2012	Level 1(1)			Level 2(1)			Level 3			Gross inventory			Netting(2)			Net balance
State and municipal	$	—		$	17,483		$	849		$	18,332		$	—		$	18,332
Foreign government		36,048			57,616			383			94,047			—			94,047
Corporate		—			9,289			385			9,674			—			9,674
Equity securities		4,037			132			773			4,942			—			4,942
Asset-backed securities		—			11,910			2,220			14,130			—			14,130
Other debt securities		—			—			258			258			—			258
Non-marketable equity securities		—			404			5,364			5,768			—			5,768
Total investments	$	53,335		$	229,221		$	11,907		$	294,463		$	—		$	294,463
Loans(3)	$	—		$	356		$	4,931		$	5,287		$	—		$	5,287
Mortgage servicing rights		—			—			1,942			1,942			—			1,942
Nontrading derivatives and other financial assets measured on a recurring basis, gross	$	—		$	15,293		$	2,452		$	17,745
Cash collateral paid											214
Netting of cash collateral received													$	(4,660	)
Nontrading derivatives and other financial assets measured on a recurring basis	$	—		$	15,293		$	2,452		$	17,959		$	(4,660	)	$	13,299
Total assets	$	184,011		$	1,614,459		$	49,312		$	1,853,593		$	(1,057,084	)	$	796,509
Total as a percentage of gross assets(5)		9.9	%		87.4	%		2.7	%		100.0	%
Liabilities
Interest-bearing deposits	$	—		$	661		$	786		$	1,447		$	—		$	1,447
Federal funds purchased and securities loaned or sold under agreements to repurchase		—			158,580			841			159,421			(42,732	)		116,689
Trading account liabilities
Securities sold, not yet purchased		55,145			8,288			365			63,798						63,798
Trading account derivatives
Interest rate contracts	$	1		$	890,362		$	1,529		$	891,892
Foreign exchange contracts		10			81,137			902			82,049
Equity contracts		2,664			25,986			3,189			31,839
Commodity contracts		317			10,348			1,466			12,131
Credit derivatives		—			47,746			4,508			52,254
Total trading account derivatives	$	2,992		$	1,055,579		$	11,594		$	1,070,165
Cash collateral received(6)											7,923
Netting agreements													$	(970,782	)
Netting of cash collateral paid														(55,555	)
Total trading account derivatives	$	2,992		$	1,055,579		$	11,594		$	1,078,088		$	(1,026,337	)	$	51,751
Short-term borrowings		—			706			112			818			—			818
Long-term debt		—			23,038			6,726			29,764			—			29,764
Nontrading derivatives and other financial liabilities measured on a recurring basis, gross	$	—		$	2,228		$	24		$	2,252
Cash collateral received(7)										$	658
Nontrading derivatives and other financial liabilities measured on a recurring basis	$	—		$	2,228		$	24		$	2,910		$	—		$	2,910
Total liabilities	$	58,137		$	1,249,080		$	20,448		$	1,336,246		$	(1,069,069	)	$	267,177
Total as a percentage of gross liabilities(5)		4.4	%		94.1	%		1.5	%		100.0	%

(1)

For both the three months and six months ended June 30, 2012, the Company transferred assets of $1.0 billion from Level 1 to Level 2, primarily related to foreign government bonds which were traded with less frequency. During the three months and six months ended June 30, 2012, the Company transferred assets of $46 million and $0.4 billion, respectively, from Level 2 to Level 1 related primarily to equity securities, which are now traded with sufficient frequency to constitute a liquid market. During the three months and six months ended June 30, 2012, the Company transferred liabilities of $18 million and $19 million, respectively, from Level 1 to Level 2, and $28 million and $36 million, respectively, from Level 2 to Level 1.

(2)

Represents netting of: (i) the amounts due under securities purchased under agreements to resell and the amounts owed under securities sold under agreements to repurchase; and (ii) derivative exposures covered by a qualifying master netting agreement and cash collateral offsetting.

(3)

This is the net amount of the $61,152 million of gross cash collateral paid, of which $55,555 million was used to offset derivative liabilities.

(4)

There is no allowance for loan losses recorded for loans reported at fair value.

(5)

Percentage is calculated based on total assets and liabilities measured at fair value on a recurring basis, excluding collateral paid/received on derivatives.

(6)

This is the net amount of the $46,833 million of gross cash collateral received, of which $38,910 million was used to offset derivative assets.

(7)

This is the net amount of the $5,318 million of gross cash collateral received, of which $4,660 million was used to offset derivative liabilities.

Changes in Level 3 Fair Value Category

        The following tables present the changes in the Level 3 fair value category for the three and six months ended June 30, 2013 and 2012. As discussed above, the Company classifies financial instruments as Level 3 of the fair value hierarchy when there is reliance on at least one significant unobservable input to the valuation model. In addition to these unobservable inputs, the valuation models for Level 3 financial instruments typically also rely on a number of inputs that are readily observable either directly or indirectly. The gains and losses presented below include changes in the fair value related to both observable and unobservable inputs.

        The Company often hedges positions with offsetting positions that are classified in a different level. For example, the gains and losses for assets and liabilities in the Level 3 category presented in the tables below do not reflect the effect of offsetting losses and gains on hedging instruments that have been classified by the Company in the Level 1 and Level 2 categories. In addition, the Company hedges items classified in the Level 3 category with instruments also classified in Level 3 of the fair value hierarchy. The effects of these hedges are presented gross in the following tables.

Level 3 Fair Value Rollforward

			Net realized/unrealized gains (losses) included in
																									Unrealized gains (losses) still held(3)
In millions of dollars	Mar. 31, 2013		Principal transactions			Other(1)(2)		Transfers Into Level 3		Transfers out of Level 3			Purchases		Issuances		Sales			Settlements			Jun. 30, 2013
Assets
Federal funds sold and securities borrowed or purchased under agreements to resell	$	4,349	$	(150	)	$	—	$	—	$	(39	)	$	17	$	—	$	—		$	—		$	4,177	$	365
Trading securities
Trading mortgage-backed securities
U.S. government-sponsored agency guaranteed	$	1,278	$	27		$	—	$	345	$	(303	)	$	689	$	29	$	(339	)	$	(22	)	$	1,704	$	(9	)
Residential		2,112		187			—		219		(36	)		1,171		—		(715	)		—			2,938		44
Commercial		410		38			—		66		(148	)		79		—		(119	)		—			326		7
Total trading mortgage-backed securities	$	3,800	$	252		$	—	$	630	$	(487	)	$	1,939	$	29	$	(1,173	)	$	(22	)	$	4,968	$	42
State and municipal	$	209	$	18		$	—	$	—	$	—		$	56	$	—	$	(42	)	$	—		$	241	$	(6	)
Foreign government		228		(4	)		—		47		(25	)		52		—		(58	)		—			240		(2	)
Corporate		1,736		74			—		62		(83	)		811		—		(376	)		(536	)		1,688		65
Equity securities		279		(33	)		—		25		(96	)		62		—		(47	)		—			190		(24	)
Asset-backed securities		4,410		144			—		48		(23	)		1,449		—		(1,552	)		(217	)		4,259		(2	)
Other debt securities		2,260		8			—		369		(571	)		789		—		(480	)		(99	)		2,276		(3	)
Total trading securities	$	12,922	$	459		$	—	$	1,181	$	(1,285	)	$	5,158	$	29	$	(3,728	)	$	(874	)	$	13,862	$	70

				Net realized/unrealized gains (losses) included in
																														Unrealized gains (losses) still held(3)
In millions of dollars	Mar. 31, 2013			Principal transactions			Other(1)(2)			Transfers Into Level 3			Transfers out of Level 3			Purchases			Issuances		Sales			Settlements			Jun. 30, 2013
Trading derivatives, net(4)
Interest rate contracts		298			339			—			235			275			52			—		(67	)		(49	)		1,083			434
Foreign exchange contracts		140			213			—			20			13			6			—		(1	)		(24	)		367			(64	)
Equity contracts		(1,474	)		169			—			(2	)		265			67			—		5			(122	)		(1,092	)		(389	)
Commodity contracts		(637	)		357			—			(1	)		7			12			—		(18	)		62			(218	)		528
Credit derivatives		(156	)		(43	)		—			102			(49	)		4			—		—			101			(41	)		7
Total trading derivatives, net(4)	$	(1,829	)	$	1,035		$	—		$	354		$	511		$	141		$	—	$	(81	)	$	(32	)	$	99		$	516
Investments
Mortgage-backed securities
U.S. government-sponsored agency guaranteed	$	2,526		$	—		$	(1	)	$	264		$	(2,319	)	$	(1	)	$	—	$	—		$	(49	)	$	420		$	5
Residential		186			—			14			—			(60	)		—			—		(140	)		—			—			—
Commercial		—			—			—			3			(12	)		12			—		—			—			3			—
Total investment mortgage-backed securities	$	2,712		$	—		$	13		$	267		$	(2,391	)	$	11		$	—	$	(140	)	$	(49	)	$	423		$	5
U.S. Treasury and federal agency securities	$	11		$	—		$	—		$	—		$	—		$	—		$	—	$	(2	)	$	—		$	9		$	—
State and municipal		748			—			15			—			—			126			—		(80	)		(125	)		684			13
Foreign government		268			—			(5	)		83			(27	)		159			—		(84	)		(27	)		367			—
Corporate		345			—			(4	)		191			(104	)		2			—		(4	)		(22	)		404			1
Equity securities		767			—			(5	)		17			—			—			—		—			—			779			(38	)
Asset-backed securities		3,815			—			12			—			(1,684	)		233			—		—			(618	)		1,758			6
Other debt securities		52			—			—			—			—			—			—		(1	)		—			51			—
Non-marketable equity securities		5,287			—			109			—			—			513			—		(62	)		(484	)		5,363			72
Total investments	$	14,005		$	—		$	135		$	558		$	(4,206	)	$	1,044		$	—	$	(373	)	$	(1,325	)	$	9,838		$	59

			Net realized/unrealized gains (losses) included in
																											Unrealized gains (losses) still held(3)
In millions of dollars	Mar. 31, 2013		Principal transactions			Other(1)(2)			Transfers Into Level 3		Transfers out of Level 3			Purchases			Issuances		Sales			Settlements			Jun. 30, 2013
Loans	$	4,514	$	—		$	(3	)	$	353	$	—		$	(36	)	$	6	$	57		$	(570	)	$	4,321	$	—
Mortgage servicing rights	$	2,203	$	—		$	227		$	—	$	—		$	—		$	205	$	—		$	(111	)	$	2,524	$	228
Other financial assets measured on a recurring basis	$	2,428	$	—		$	(30	)	$	—	$	—		$	78		$	50	$	(2,005	)	$	(276	)	$	245	$	(35	)
Liabilities
Interest-bearing deposits	$	834	$	—		$	(51	)	$	—	$	—		$	—		$	38	$	—		$	(92	)	$	831	$	(23	)
Federal funds purchased and securities loaned or sold under agreements to repurchase		1,053		33			—			—		(15	)		—			—		2			—			1,007		29
Trading account liabilities
Securities sold, not yet purchased		335		(8	)		—			4		(6	)		—			—		130			(21	)		450		(40	)
Short-term borrowings		53		(16	)		—			—		(4	)		—			290		—			(20	)		335		(45	)
Long-term debt		6,847		380			36			730		(549	)		—			621		—			(422	)		6,811		(464	)
Other financial liabilities measured on a recurring basis		16		—			(186	)		3		—			(1	)		88		—			(197	)		95		(196	)

(1)

Changes in fair value for available-for-sale investments (debt securities) are recorded in Accumulated other comprehensive income (loss), unless other-than-temporarily impaired, while gains and losses from sales are recorded in Realized gains (losses) from sales of investments on the Consolidated Statement of Income.

(2)

Unrealized gains (losses) on MSRs are recorded in Other revenue on the Consolidated Statement of Income.

(3)

Represents the amount of total gains or losses for the period, included in earnings (and Accumulated other comprehensive income (loss) for changes in fair value for available-for-sale investments), attributable to the change in fair value relating to assets and liabilities classified as Level 3 that are still held at June 30, 2013.

(4)

Total Level 3 derivative assets and liabilities have been netted in these tables for presentation purposes only.

				Net realized/unrealized gains (losses) included in
																												Unrealized gains (losses) still held(3)
In millions of dollars	Dec. 31, 2012			Principal transactions			Other(1)(2)		Transfers Into Level 3			Transfers out of Level 3			Purchases		Issuances		Sales			Settlements			Jun. 30, 2013
Assets
Federal funds sold and securities borrowed or purchased under agreements to resell	$	5,043		$	(163	)	$	—	$	598		$	(1,318	)	$	17	$	—	$	—		$	—		$	4,177		$	123
Trading securities
Trading mortgage-backed securities
U.S. government-sponsored agency guaranteed	$	1,325		$	76		$	—	$	737		$	(705	)	$	969	$	55	$	(707	)	$	(46	)	$	1,704		$	43
Residential		1,805			358			—		317			(212	)		1,898		—		(1,221	)		(7	)		2,938			99
Commercial		1,119			92			—		155			(184	)		146		—		(985	)		(17	)		326			8
Total trading mortgage-backed securities	$	4,249		$	526		$	—	$	1,209		$	(1,101	)	$	3,013	$	55	$	(2,913	)	$	(70	)	$	4,968		$	150
State and municipal	$	195		$	19		$	—	$	—		$	—		$	75	$	—	$	(48	)	$	—		$	241		$	(6	)
Foreign government		311			(2	)		—		53			(61	)		117		—		(178	)		—			240			(2	)
Corporate		2,030			(30	)		—		138			(100	)		1,379		—		(819	)		(910	)		1,688			(406	)
Equity securities		264			4			—		48			(159	)		140		—		(107	)		—			190			286
Asset-backed securities		4,453			368			—		86			(55	)		3,032		—		(3,408	)		(217	)		4,259			13
Other debt securities		2,321			106			—		508			(998	)		1,533		—		(996	)		(198	)		2,276			13
Total trading securities	$	13,823		$	991		$	—	$	2,042		$	(2,474	)	$	9,289	$	55	$	(8,469	)	$	(1,395	)	$	13,862		$	48
Trading derivatives, net(4)
Interest rate contracts		181			312			—		749			108			143		—		(82	)		(328	)		1,083			983
Foreign exchange contracts		—			311			—		30			3			15		—		(8	)		16			367			(151	)
Equity contracts		(1,448	)		261			—		(24	)		346			116		—		(56	)		(287	)		(1,092	)		(589	)
Commodity contracts		(771	)		411			—		7			5			15		—		(25	)		140			(218	)		669
Credit derivatives		(342	)		(146	)		—		110			(178	)		12		—		—			503			(41	)		217
Total trading derivatives, net(4)	$	(2,380	)	$	1,149		$	—	$	872		$	284		$	301	$	—	$	(171	)	$	44		$	99		$	1,129

			Net realized/unrealized gains (losses) included in
																									Unrealized gains (losses) still held(3)
In millions of dollars	Dec. 31, 2012		Principal transactions		Other(1)(2)			Transfers Into Level 3		Transfers out of Level 3			Purchases		Issuances		Sales			Settlements			Jun. 30, 2013
Investments
Mortgage-backed securities
U.S. government-sponsored agency guaranteed	$	1,458	$	—	$	2		$	1,897	$	(3,350	)	$	470	$	—	$	—		$	(57	)	$	420	$	2
Residential		205		—		23			60		(265	)		117		—		(140	)		—			—		—
Commercial		—		—		—			3		(12	)		12		—		—			—			3		—
Total investment mortgage-backed securities	$	1,663	$	—	$	25		$	1,960	$	(3,627	)	$	599	$	—	$	(140	)	$	(57	)	$	423	$	2
U.S. Treasury and federal agency securities	$	12	$	—	$	—		$	—	$	—		$	—	$	—	$	(3	)	$	—		$	9	$	—
State and municipal		849		—		(2	)		7		(117	)		207		—		(135	)		(125	)		684		(6	)
Foreign government		383		—		(4	)		105		(201	)		289		—		(151	)		(54	)		367		(6	)
Corporate		385		—		(3	)		291		(116	)		16		—		(147	)		(22	)		404		3
Equity securities		773		—		(3	)		17		—			1		—		(9	)		—			779		(38	)
Asset-backed securities		2,220		—		50			1,192		(1,684	)		925		—		(17	)		(928	)		1,758		6
Other debt securities		258		—		—			—		(205	)		—		—		(2	)		—			51		—
Non-marketable equity securities		5,364		—		178			—		—			553		—		(83	)		(649	)		5,363		207
Total investments	$	11,907	$	—	$	241		$	3,572	$	(5,950	)	$	2,590	$	—	$	(687	)	$	(1,835	)	$	9,838	$	168

			Net realized/unrealized gains (losses) included in
																										Unrealized gains (losses) still held(3)
In millions of dollars	Dec. 31, 2012		Principal transactions		Other(1)(2)			Transfers Into Level 3		Transfers out of Level 3			Purchases			Issuances		Sales			Settlements			Jun. 30, 2013
Loans	$	4,931	$	—	$	(78	)	$	353	$	—		$	59		$	13	$	(6	)	$	(951	)	$	4,321	$	178
Mortgage servicing rights	$	1,942	$	—	$	417		$	—	$	—		$	—		$	377	$	(1	)	$	(211	)	$	2,524	$	191
Other financial assets measured on a recurring basis	$	2,452	$	—	$	6		$	1	$	—		$	216		$	340	$	(2,010	)	$	(760	)	$	245	$	194
Liabilities
Interest-bearing deposits	$	786	$	—	$	(67	)	$	22	$	—		$	—		$	63	$	—		$	(107	)	$	831	$	(164	)
Federal funds purchased and securities loaned or sold under agreements to repurchase		841		60		—			201		(15	)		—			—		40			—			1,007		41
Trading account liabilities
Securities sold, not yet purchased		365		11		—			24		(11	)		—			—		176			(93	)		450		88
Short-term borrowings		112		26		—			—		(4	)		—			291		—			(38	)		335		(44	)
Long-term debt		6,726		371		69			1,365		(1,014	)		—			905		(1	)		(730	)		6,811		(907	)
Other financial liabilities measured on a recurring basis		24		—		(185	)		5		(2	)		(3	)		90		—			(204	)		95		(198	)

(1)

Changes in fair value for available-for-sale investments (debt securities) are recorded in Accumulated other comprehensive income (loss), unless other-than-temporarily impaired, while gains and losses from sales are recorded in Realized gains (losses) from sales of investments on the Consolidated Statement of Income.

(2)

Unrealized gains (losses) on MSRs are recorded in Other revenue on the Consolidated Statement of Income.

(3)

Represents the amount of total gains or losses for the period, included in earnings (and Accumulated other comprehensive income (loss) for changes in fair value for available-for-sale investments), attributable to the change in fair value relating to assets and liabilities classified as Level 3 that are still held at June 30, 2013.

(4)

Total Level 3 derivative assets and liabilities have been netted in these tables for presentation purposes only.

				Net realized/unrealized gains (losses) included in
																												Unrealized gains (losses) still held(3)
In millions of dollars	Mar. 31, 2012			Principal transactions			Other(1)(2)		Transfers Into Level 3			Transfers out of Level 3			Purchases		Issuances		Sales			Settlements			Jun. 30, 2012
Assets
Federal funds sold and securities borrowed or purchased under agreements to resell	$	4,497		$	32		$	—	$	—		$	(115	)	$	—	$	—	$	—		$	—		$	4,414		$	33
Trading securities
Trading mortgage-backed securities
U.S. government-sponsored agency guaranteed	$	1,115		$	(17	)	$	—	$	159		$	(218	)	$	72	$	14	$	(189	)	$	(41	)	$	895		$	(42	)
Residential		1,347			61			—		430			(120	)		625		—		(397	)		(1	)		1,945			(8	)
Commercial		548			(3	)		—		55			(80	)		104		—		(208	)		—			416			(2	)
Total trading mortgage-backed securities	$	3,010		$	41		$	—	$	644		$	(418	)	$	801	$	14	$	(794	)	$	(42	)	$	3,256		$	(52	)
U.S. Treasury and federal agency securities	$	—		$	—		$	—	$	—		$	—		$	13	$	—	$	—		$	—		$	13		$	—
State and municipal	$	223		$	20		$	—	$	—		$	(7	)	$	6	$	—	$	(19	)	$	—		$	223		$	8
Foreign government		833			1			—		10			(477	)		132		—		(166	)		—			333			(1	)
Corporate		3,763			(110	)		—		21			(266	)		260		—		(804	)		(675	)		2,189			(70	)
Equity securities		191			(75	)		—		1			(4	)		126		—		(22	)		—			217			(10	)
Asset-backed securities		5,655			(113	)		—		148			(25	)		1,009		—		(1,239	)		(600	)		4,835			(139	)
Other debt securities		3,013			53			—		429			(1,174	)		407		—		(307	)		(155	)		2,266			116
Total trading securities	$	16,688		$	(183	)	$	—	$	1,253		$	(2,371	)	$	2,754	$	14	$	(3,351	)	$	(1,472	)	$	13,332		$	(148	)
Trading derivatives, net(4)
Interest rate contracts		691			359			—		(219	)		(102	)		17		—		(10	)		(117	)		619			167
Foreign exchange contracts		(370	)		(93	)		—		(77	)		54			59		—		(90	)		—			(517	)		24
Equity contracts		(1,077	)		(275	)		—		(39	)		(69	)		69		—		(160	)		(36	)		(1,587	)		(260	)
Commodity contracts		(859	)		(113	)		—		—			36			28		—		(10	)		16			(902	)		(97	)
Credit derivatives		228			(217	)		—		74			(6	)		3		—		—			216			298			(325	)
Total trading derivatives, net(4)	$	(1,387	)	$	(339	)	$	—	$	(261	)	$	(87	)	$	176	$	—	$	(270	)	$	79		$	(2,089	)	$	(491	)

			Net realized/unrealized gains (losses) included in
																									Unrealized gains (losses) still held(3)
In millions of dollars	Mar. 31, 2012		Principal transactions		Other(1)(2)			Transfers Into Level 3		Transfers out of Level 3			Purchases		Issuances		Sales			Settlements			Jun. 30, 2012
Investments
Mortgage-backed securities
U.S. government-sponsored agency guaranteed	$	932	$	—	$	(13	)	$	—	$	(880	)	$	1,360	$	—	$	—		$	—		$	1,399	$	(9	)
Residential		2		—		—			—		—			309		—		—			—			311		(1	)
Commercial		6		—		—			—		(6	)		5		—		—			—			5		—
Total investment mortgage-backed securities	$	940	$	—	$	(13	)	$	—	$	(886	)	$	1,674	$	—	$	—		$	—		$	1,715	$	(10	)
U.S. Treasury and federal agency securities	$	—	$	—	$	—		$	—	$	—		$	—	$	—	$	—		$	—		$	—	$	—
State and municipal		682		—		14			—		(151	)		126		—		(191	)		—			480		(7	)
Foreign government		375		—		13			80		(139	)		112		—		(110	)		(2	)		329		—
Corporate		1,062		—		(1	)		45		(696	)		42		—		(29	)		(2	)		421		5
Equity securities		1,326		—		4			—		—			—		—		(2	)		(148	)		1,180		2
Asset-backed securities		3,073		—		7			—		—			12		—		(43	)		(278	)		2,771		1
Other debt securities		55		—		—			—		—			—		—		—			—			55		—
Non-marketable equity securities		8,287		—		(17	)		—		—			129		—		(1,462	)		(659	)		6,278		(161	)
Total investments	$	15,800	$	—	$	7		$	125	$	(1,872	)	$	2,095	$	—	$	(1,837	)	$	(1,089	)	$	13,229	$	(170	)

			Net realized/unrealized gains (losses) included in
																											Unrealized gains (losses) still held(3)
In millions of dollars	Mar. 31, 2012		Principal transactions			Other(1)(2)			Transfers into Level 3		Transfers out of Level 3			Purchases			Issuances		Sales			Settlements			Jun. 30, 2012
Loans	$	4,278	$	—		$	(25	)	$	917	$	—		$	21		$	515	$	(87	)	$	(882	)	$	4,737	$	43
Mortgage servicing rights	$	2,691	$	—		$	(480	)	$	—	$	—					$	79				$	(173	)	$	2,117	$	(479	)
Other financial assets measured on a recurring basis	$	2,322	$	—		$	91		$	—	$	(30	)	$	1		$	353	$	(4	)	$	(358	)	$	2,375	$	86
Liabilities
Interest-bearing deposits	$	458	$	—		$	(15	)	$	130	$	—		$	—		$	172	$	—		$	(77	)	$	698	$	(109	)
Federal funds purchased and securities loaned or sold under agreements to repurchase		1,025		(92	)		—			—		—			—			—		4			(76	)		1,045		118
Trading account liabilities
Securities sold, not yet purchased		177		12			—			1		(24	)		—			—		69			(63	)		148		1
Short-term borrowings		423		—			—			3		(2	)		—			69		—			(126	)		367		40
Long-term debt		6,519		219			52			190		(490	)		—			888		—			(884	)		5,952		(174	)
Other financial liabilities measured on a recurring basis		2		—			(1	)		—		—			(1	)		1		—			(1	)		2		(1	)

(1)

Changes in fair value for available-for-sale investments (debt securities) are recorded in Accumulated other comprehensive income (loss) unless other-than-temporarily impaired, while gains and losses from sales are recorded in Realized gains (losses) from sales of investments on the Consolidated Statement of Income.

(2)

Unrealized gains (losses) on MSRs are recorded in Other revenue on the Consolidated Statement of Income. See Note 12 to the Consolidated Financial Statements for a discussion of other-than-temporary impairment.

(3)

Represents the amount of total gains or losses for the period, included in earnings (and Accumulated other comprehensive income (loss) for changes in fair value for available-for-sale investments), attributable to the change in fair value relating to assets and liabilities classified as Level 3 that are still held at June 30, 2012.

(4)

Total Level 3 derivative assets and liabilities have been netted in these tables for presentation purposes only.

				Net realized/unrealized gains (losses) included in
																												Unrealized gains (losses) still held(3)
In millions of dollars	Dec. 31, 2011			Principal transactions			Other(1)(2)		Transfers Into Level 3			Transfers out of Level 3			Purchases		Issuances		Sales			Settlements			Jun. 30, 2012
Assets
Federal funds sold and securities borrowed or purchased under agreements to resell	$	4,701		$	65		$	—	$	25		$	(377	)	$	—	$	—	$	—		$	—		$	4,414		$	65
Trading securities
Trading mortgage-backed securities
U.S. government-sponsored agency guaranteed	$	861		$	33		$	—	$	538		$	(345	)	$	255	$	45	$	(414	)	$	(78	)	$	895		$	(17	)
Residential		1,509			80			—		460			(300	)		1,317		—		(1,118	)		(3	)		1,945			(2	)
Commercial		618			(70	)		—		91			(188	)		315		—		(350	)		—			416			—
Total trading mortgage-backed securities	$	2,988		$	43		$	—	$	1,089		$	(833	)	$	1,887	$	45	$	(1,882	)	$	(81	)	$	3,256		$	(19	)
U.S. Treasury and federal agency securities	$	3		$	—		$	—	$	—		$	—		$	13	$	—	$	(3	)	$	—		$	13		$	—
State and municipal	$	252		$	17		$	—	$	—		$	(7	)	$	28	$	—	$	(67	)	$	—		$	223		$	2
Foreign government		521			4			—		12			(740	)		842		—		(306	)		—			333			(1	)
Corporate		3,240			9			—		348			(391	)		1,756		—		(1,399	)		(1,374	)		2,189			83
Equity securities		244			(71	)		—		19			(13	)		204		—		(142	)		(24	)		217			(14	)
Asset-backed securities		5,801			222			—		165			(61	)		3,660		—		(4,293	)		(659	)		4,835			(76	)
Other debt securities		2,743			22			—		640			(1,423	)		1,362		—		(881	)		(197	)		2,266			118
Total trading securities	$	15,792		$	246		$	—	$	2,273		$	(3,468	)	$	9,752	$	45	$	(8,973	)	$	(2,335	)	$	13,332		$	93
Trading derivatives, net(4)
Interest rate contracts		726			142			—		123			(119	)		216		—		(139	)		(330	)		619			(118	)
Foreign exchange contracts		(562	)		80			—		(82	)		46			188		—		(197	)		10			(517	)		71
Equity contracts		(1,737	)		199			—		(36	)		367			203		—		(335	)		(248	)		(1,587	)		(476	)
Commodity contracts		(934	)		(39	)		—		(5	)		45			73		—		(78	)		36			(902	)		(308	)
Credit derivatives		1,728			(1,452	)		—		(130	)		(59	)		114		—		(10	)		107			298			(1,424	)
Total trading derivatives, net(4)	$	(779	)	$	(1,070	)	$	—	$	(130	)	$	280		$	794	$	—	$	(759	)	$	(425	)	$	(2,089	)	$	(2,255	)

			Net realized/unrealized gains (losses) included in
																									Unrealized gains (losses) still held(3)
In millions of dollars	Dec. 31, 2011		Principal transactions		Other(1)(2)			Transfers Into Level 3		Transfers out of Level 3			Purchases		Issuances		Sales			Settlements			Jun. 30, 2012
Investments
Mortgage-backed securities
U.S. government-sponsored agency guaranteed	$	679	$	—	$	(4	)	$	—	$	(1,521	)	$	2,245	$	—	$	—		$	—		$	1,399	$	(8	)
Residential		8		—		—			—		(6	)		309		—		—			—			311		(2	)
Commercial		—		—		—			—		(6	)		11		—		—			—			5		—
Total investment mortgage-backed securities	$	687	$	—	$	(4	)	$	—	$	(1,533	)	$	2,565	$	—	$	—		$	—		$	1,715	$	(10	)
U.S. Treasury and federal agency securities	$	75	$	—	$	—		$	—	$	(75	)	$	—	$	—	$	—		$	—		$	—	$	—
State and municipal		667		—		13			—		(151	)		158		—		(207	)		—			480		(9	)
Foreign government		447		—		16			80		(156	)		201		—		(190	)		(69	)		329		1
Corporate		989		—		(5	)		45		(696	)		129		—		(36	)		(5	)		421		8
Equity securities		1,453		—		49			—		—			—		—		(174	)		(148	)		1,180		(6	)
Asset-backed securities		4,041		—		10			—		(43	)		12		—		(50	)		(1,199	)		2,771		1
Other debt securities		120		—		—			—		—			—		—		(64	)		(1	)		55		—
Non-marketable equity securities		8,318		—		179			—		—			267		—		(1,470	)		(1,016	)		6,278		73
Total investments	$	16,797	$	—	$	258		$	125	$	(2,654	)	$	3,332	$	—	$	(2,191	)	$	(2,438	)	$	13,229	$	58

			Net realized/unrealized gains (losses) included in
																											Unrealized gains (losses) still held(3)
In millions of dollars	Dec. 31, 2011		Principal transactions			Other(1)(2)			Transfers Into Level 3		Transfers out of Level 3			Purchases			Issuances		Sales			Settlements			Jun. 30, 2012
Loans	$	4,682	$	—		$	(62	)	$	917	$	(25	)	$	107		$	515	$	(95	)	$	(1,302	)	$	4,737	$	54
Mortgage servicing rights	$	2,569	$	—		$	(293	)	$	—	$	—		$	2		$	221	$	(5	)	$	(377	)	$	2,117	$	(295	)
Other financial assets measured on a recurring basis	$	2,245	$	—		$	98		$	8	$	(31	)	$	2		$	629	$	(42	)	$	(534	)	$	2,375	$	99
Liabilities
Interest-bearing deposits	$	431	$	—		$	(20	)	$	213	$	—		$	—		$	180	$	—		$	(146	)	$	698	$	(329	)
Federal funds purchased and securities loaned or sold under agreements to repurchase		1,061		(65	)		—			—		—			—			—		4			(85	)		1,045		118
Trading account liabilities
Securities sold, not yet purchased		412		(60	)		—			5		(31	)		—			—		140			(438	)		148		(53	)
Short-term borrowings		499		(56	)		—			3		(11	)		—			195		—			(375	)		367		38
Long-term debt		6,904		141			81			349		(906	)		—			1,175		—			(1,348	)		5,952		(332	)
Other financial liabilities measured on a recurring basis		3		—			(2	)		—		—			(2	)		1		—			(2	)		2		—

(1)

Changes in fair value for available-for-sale investments (debt securities) are recorded in Accumulated other comprehensive income (loss) unless other-than-temporarily impaired, while gains and losses from sales are recorded in Realized gains (losses) from sales of investments on the Consolidated Statement of Income.

(2)

Unrealized gains (losses) on MSRs are recorded in Other revenue on the Consolidated Statement of Income. See Note 12 to the Consolidated Financial Statements for a discussion of other-than-temporary impairment.

(3)

Represents the amount of total gains or losses for the period, included in earnings (and Accumulated other comprehensive income (loss) for changes in fair value for available-for-sale investments), attributable to the change in fair value relating to assets and liabilities classified as Level 3 that are still held at June 30, 2012.

(4)

Total Level 3 derivative assets and liabilities have been netted in these tables for presentation purposes only.

Level 3 Fair Value Rollforward

        The following were the significant Level 3 transfers from March 31, 2013 to June 30, 2013:

• •

  Transfers of U.S. government-sponsored agency guaranteed mortgage-backed securities in Investments of $2.3 billion from Level 3 to Level 2 due to an increase in price observability.

  •

  Transfers of asset-backed securities in Investments of $1.7 billion from Level 3 to Level 2 related to collateralized loan obligations where increased trading activity and new issuances have resulted in greater price observability.

        The following were the significant Level 3 transfers from December 31, 2012 to June 30, 2013:

• •

  Transfers of Federal funds sold and securities borrowed or purchased under agreements to resell of $1.3 billion from Level 3 to Level 2 related to shortening of the remaining tenor of certain reverse repos. There is more transparency and observability for repo curves used in the valuation of structured reverse repos with tenors up to five years; thus, structured reverse repos maturing within five years are generally classified as Level 2.

  •

  Transfers of U.S. government-sponsored agency guaranteed mortgage-backed securities in Investments of $1.9 billion from Level 2 to Level 3, and of $3.4 billion from Level 3 to Level 2, due to changes in the level of price observability for the specific securities.

  •

  Transfers of asset-backed securities in Investments of $1.2 billion from Level 2 to Level 3, and of $1.7 billion from Level 3 to Level 2. These transfers were related to collateralized loan obligations, reflecting changes in the level of price observability.

  •

  Transfers of Long-term debt of $1.4 billion from Level 2 to Level 3, and of $1.0 billion from Level 3 to Level 2, related mainly to structured debt reflecting changes in the significance of unobservable inputs as well as certain underlying market inputs becoming less or more observable.

        The significant Level 3 transfers from March 31, 2012 to June 30, 2012 are related to:

• •

  Transfers of other debt trading securities from Level 3 to Level 2 of $1.2 billion included $0.8 billion related to positions that were reclassified to Level 3 positions within Loans to conform with the balance sheet presentation. The reclassification is also reflected as transfers into Level 3 within loans in the rollforward table above. The majority of the remaining amount relates to increased volume of market quotations.

        The significant Level 3 transfers from December 31, 2011 to June 30, 2012 are related to:

• •

  Transfers of other debt trading securities from Level 3 to Level 2 of $1.4 billion included $0.8 billion related to positions that were reclassified to Level 3 positions within Loans to conform with the balance sheet presentation. The reclassification is also reflected as transfers into Level 3 within loans in the rollforward table above. The majority of the remaining amount relates to increased volume of market quotations.

Valuation Techniques and Inputs for Level 3 Fair Value Measurements

        The Company's Level 3 inventory consists of both cash securities and derivatives of varying complexities. The valuation methodologies applied to measure the fair value of these positions include discounted cash flow analyses, internal models and comparative analysis. A position is classified within Level 3 of the fair value hierarchy when at least one input is unobservable and is considered significant to its valuation. The specific reason an input is deemed unobservable varies. For example, at least one significant input to the pricing model is not observable in the market, at least one significant input has been adjusted to make it more representative of the position being valued, or the price quote available does not reflect sufficient trading activities.

        The following tables present the valuation techniques covering the majority of Level 3 inventory and the most significant unobservable inputs used in Level 3 fair value measurements as of June 30, 2013 and December 31, 2012. Differences between this table and amounts presented in the Level 3 Fair Value Rollforward table represent individually immaterial items that have been measured using a variety of valuation techniques other than those listed.

Valuation Techniques and Inputs for Level 3 Fair Value Measurements

As of June 30, 2013	Fair Value(1) (in millions)		Methodology	Input	Low(2)(3)			High(2)(3)			Weighted Average(4)
Assets
Federal funds sold and securities borrowed or purchased under agreements to resell	$	3,924	Cash flow	Interest rate		1.87	%		2.13	%		2.03	%
Trading and investment securities
Mortgage-backed securities	$	3,446	Price-based	Price	$	0.01		$	122.54		$	75.09
		1,634	Yield analysis	Yield		0.03	%		23.78	%		7.33	%
State and municipal, foreign government, corporate and other debt securities	$	4,096	Price-based	Price	$	0.00		$	123.97		$	81.67
		1,143	Cash flow	Credit spread		0 bps			600 bps			78.99 bps
				Yield		0.15	%		12.80	%		5.37	%
Equity securities	$	780	Cash flow	Yield		4.00	%		5.00	%		4.5	%
		186	Price-based	Weighted average life (WAL)		0.01 years			3.6 years			1.85 years
				Price(5)	$	0.00		$	923.26		$	44.62
Asset-backed securities	$	4,385	Price-based	Price	$	0.00		$	108.13		$	72.02
	$	1,301	Model-based
Non-marketable equity	$	2,866	Price-based	Fund NAV	$	611		$	494,842,539		$	156,238,214
		1,817	Comparables analysis	EBITDA multiples		4.4	x		17.5	x		9.69	x
		663	Cash flow	Price-to-book ratio		0.8	x		2.1	x		1.39	x
				Discount to price		0.00	%		75.00	%		7.29	%
				PE ratio		9.40	%		15.40	%		11.70	%
				Cost of capital		9.50	%		15.98	%		10.87	%
Derivatives—Gross(6)
Interest rate contracts (gross)	$	5,484	Model-based	Interest rate (IR) volatility		15.00	%		90.00	%
				Mean reversion		1.00	%		20.00	%
Foreign exchange contracts (gross)	$	2,316	Model-based	Foreign exchange (FX) volatility		4.00	%		20.00	%
				IR-FX correlation		40.00	%		60.00	%
				IR-IR correlation		40.00	%		40.00	%
Equity contracts (gross)(7)	$	4,143	Model-based	Equity volatility		12.65	%		72.53	%
				Equity-equity correlation		(81.33	)%		99.45	%
				Equity forward		84.92	%		116.70	%
				Equity-FX correlation		(75.00	)%		40.00	%
Commodity contracts (gross)	$	1,977	Model-based	Commodity volatility		3.00	%		124.00	%
				Commodity correlation		(75.00	)%		93.00	%
				Forward price		98.00	%		124.00	%
Credit derivatives (gross)	$	4,633	Model-based	Recovery rate		7.18	%		65.00	%
		1,517	Price-based	Price	$	0.00		$	114.15
				Credit correlation		5.00	%		95.00	%
Nontrading derivatives and other financial assets and liabilities measured on a recurring basis (gross)(6)	$	145	Model-based	Redemption rate		43.55	%		99.50	%
		113	Price-based	EBITDA multiples		6.2	x		13.8	x
		84	Comparables analysis	PE ratio		10.3	x		10.3	x
				Price-to-book ratio		1.1	x		1.2	x
				Discount to price		0.00	%		30.00	%
Loans	$	2,022	Price-based	Price	$	0.25		$	105.20		$	88.48
		1,037	Yield analysis	Credit spread		48 bps			390.29 bps			110.31 bps
		665	Model-based	Yield		1.60	%		3.00	%		2.14	%
		596	Cash flow
Mortgage servicing rights	$	2,438	Cash flow	Yield		2.07	%		8.64	%		7.04	%
				WAL		3.89 years			9.33 years			6.23 years

        See footnotes on the next page.

As of June 30, 2013	Fair Value(1) (in millions)		Methodology	Input	Low(2)(3)			High(2)(3)			Weighted Average(4)
Liabilities
Interest-bearing deposits	$	831	Model-based	Equity volatility		13.93	%		52.62	%		26.48	%
				Equity-IR correlation		21.00	%		25.00	%		22.52	%
				Forward price		98.00	%		124.00	%		111.00	%
				Commodity correlation		(75.00	)%		93.00	%		9.00	%
				Commodity volatility		3.00	%		124.00	%		63.50	%
				Mean reversion		1.00	%		20.00	%		10.50	%
Federal funds purchased and securities loaned or sold under agreements to repurchase	$	806	Model-based	Interest rate		1.26	%		3.16	%		2.55	%
		200	Cash flow
Trading account liabilities
Securities sold, not yet purchased	$	285	Model-based	Credit spread		98 bps			250 bps			230 bps
		143	Price-based	Price	$	0.00		$	115.00		$	82.95
Short-term borrowings and long-term debt	$	5,160	Model-based	Price	$	0.25		$	113.69
		1,220	Price-based	Credit spread		16 bps			300 bps
		765	Yield analysis	Interest rate		4.00	%		10.00	%
				Equity volatility		10.55	%		72.13	%
				Equity forward		88.42	%		117.46	%
				Equity-FX correlation		(75.00	)%		40.00	%
				Equity-equity correlation		(81.33	)%		99.45	%
				IR-IR correlation		(51.00	)%		(51.00	)%

(1)

The fair value amounts presented in this table represent the primary valuation technique or techniques for each class of assets or liabilities.

(2)

Some inputs are shown as zero due to rounding.

(3)

When the low and high inputs are the same, there is either a constant input applied to all positions, or the methodology involving the input applies to one large position only.

(4)

Where provided, weighted averages are calculated based on the fair value of the instrument.

(5)

For equity securities, the price input is expressed on an absolute basis, not as a percentage of the notional amount.

(6)

Both trading and nontrading account derivatives—assets and liabilities—are presented on a gross absolute value basis.

(7)

Includes hybrid products.

As of December 31, 2012	Fair Value(1) (in millions)		Methodology	Input	Low(2)(3)			High(2)(3)
Assets
Federal funds sold and securities borrowed or purchased under agreements to resell	$	4,786	Cash flow	Interest rate		1.09	%		1.50	%
Trading and investment securities
Mortgage-backed securities	$	4,402	Price-based	Price	$	0.00		$	135.00
		1,148	Yield analysis	Yield		0.00	%		25.84	%
				Prepayment period		2.16 years			7.84 years
State and municipal, foreign	$	4,416	Price-based	Price	$	0.00		$	159.63
government, corporate and		1,231	Cash flow	Yield		0.00	%		30.00	%
other debt securities		787	Yield analysis	Credit spread		35 bps			300 bps
Equity securities	$	792	Cash flow	Yield		9.00	%		10.00	%
		147	Price-based	Prepayment period		3 years			3 years
				Price	$	0.00		$	750.00
Asset-backed securities	$	4,253	Price-based	Price	$	0.00		$	136.63
		1,775	Internal model	Yield		0.00	%		27.00	%
		561	Cash flow	Credit correlation		15.00	%		90.00	%
				Weighted average life (WAL)		0.34 years			16.07 years
Non-marketable equity	$	2,768	Price-based	Fund NAV	$	1.00		$	456,773,838
		1,803	Comparables analysis	EBITDA multiples		4.70	x		14.39	x
				Price-to-book ratio		0.77	x		1.50	x
		709	Cash flow	Discount to price		0.00	%		75.00	%
Derivatives—Gross(4)
Interest rate contracts (gross)	$	3,202	Internal model	Interest rate (IR)-IR correlation		(98.00	)%		90.00	%
				Credit spread		0 bps			550.27 bps
				IR volatility		0.09	%		100.00	%
				Interest rate		0	%		15.00	%
Foreign exchange contracts (gross)	$	1,542	Internal model	Foreign exchange (FX) volatility		3.20	%		67.35	%
				IR-FX correlation		40.00	%		60.00	%
				Credit spread		0 bps			376 bps
Equity contracts (gross)(5)	$	4,669	Internal model	Equity volatility		1.00	%		185.20	%
				Equity forward		74.94	%		132.70	%
				Equity-equity correlation		1.00	%		99.90	%
Commodity contracts (gross)	$	2,160	Internal model	Forward price		37.45	%		181.50	%
				Commodity correlation		(77.00	)%		95.00	%
				Commodity volatility		5.00	%		148.00	%
Credit derivatives (gross)	$	4,777	Internal model	Price	$	0.00		$	121.16
		3,886	Price-based	Recovery rate		6.50	%		78.00	%
				Credit correlation		5.00	%		99.00	%
				Credit spread		0 bps			2,236 bps
				Upfront points		3.62			100.00
Nontrading derivatives and other financial assets and liabilities measured on a recurring basis (gross)(4)	$	2,000	External model	Price	$	100.00		$	100.00
		461	Internal model	Redemption rate		30.79	%		99.50	%
Loans	$	2,447	Price-based	Price	$	0.00		$	103.32
		1,423	Yield analysis	Credit spread		55 bps			600.19 bps
		888	Internal model
Mortgage servicing rights	$	1,858	Cash flow	Yield		0.00	%		53.19	%
				Prepayment period		2.16 years			7.84 years
Liabilities
Interest-bearing deposits	$	785	Internal model	Equity volatility		11.13	%		86.10	%
				Forward price		67.80	%		182.00	%
				Commodity correlation		(76.00	)%		95.00	%
				Commodity volatility		5.00	%		148.00	%
Federal funds purchased and securities loaned or sold under agreements to repurchase	$	841	Internal model	Interest rate		0.33	%		4.91	%
Trading account liabilities
Securities sold, not yet purchased	$	265	Internal model	Price	$	0.00		$	166.47
		75	Price-based
Short-term borrowings and long-term debt	$	5,067	Internal model	Price	$	0.00		$	121.16
		1,112	Price-based	Equity volatility		12.40	%		185.20	%
		649	Yield analysis	Equity forward		75.40	%		132.70	%
				Equity-equity correlation		1.00	%		99.90	%
				Equity-FX correlation		(80.50	)%		50.40	%

(1)

The fair value amounts presented in this table represent the primary valuation technique or techniques for each class of assets or liabilities.

(2)

Some inputs are shown as zero due to rounding.

(3)

When the low and high inputs are the same, there is either a constant input applied to all positions, or the methodology involving the input applies to one large position only.

(4)

Both trading and nontrading account derivatives—assets and liabilities—are presented on a gross absolute value basis.

(5)

Includes hybrid products.

Sensitivity to Unobservable Inputs and Interrelationships between Unobservable Inputs

        The impact of key unobservable inputs on the Level 3 fair value measurements may not be independent of one another. In addition, the amount and direction of the impact on a fair value measurement for a given change in an unobservable input depends on the nature of the instrument as well as whether the Company holds the instrument as an asset or a liability. For certain instruments, the pricing hedging and risk management are sensitive to the correlation between various inputs rather than on the analysis and aggregation of the individual inputs.

        The following section describes the sensitivities and interrelationships of the most significant unobservable inputs used by the Company in Level 3 fair value measurements.

Correlation

        Correlation is a measure of the co-movement between two or more variables. A variety of correlation-related assumptions are required for a wide range of instruments, including equity and credit baskets, foreign-exchange options, CDOs backed by loans or bonds, mortgages, subprime mortgages and many other instruments. For almost all of these instruments, correlations are not observable in the market and must be estimated using historical information. Estimating correlation can be especially difficult where it may vary over time. Extracting correlation information from market data requires significant assumptions regarding the informational efficiency of the market (for example, swaption markets). Changes in correlation levels can have a major impact, favorable or unfavorable, on the value of an instrument, depending on its nature. A change in the default correlation of the fair value of the underlying bonds comprising a CDO structure would affect the fair value of the senior tranche. For example, an increase in the default correlation of the underlying bonds would reduce the fair value of the senior tranche, because highly correlated instruments produce larger losses in the event of default and a part of these losses would become attributable to the senior tranche. That same change in default correlation would have a different impact on junior tranches of the same structure.

Volatility

        Volatility represents the speed and severity of market price changes and is a key factor in pricing options. Typically, instruments can become more expensive if volatility increases. For example, as an index becomes more volatile, the cost to Citi of maintaining a given level of exposure increases because more frequent rebalancing of the portfolio is required. Volatility generally depends on the tenor of the underlying instrument and the strike price or level defined in the contract. Volatilities for certain combinations of tenor and strike are not observable. The general relationship between changes in the value of a portfolio to changes in volatility also depends on changes in interest rates and the level of the underlying index. Generally, long option positions (assets) benefit from increases in volatility, whereas short option positions (liabilities) will suffer losses. Some instruments are more sensitive to changes in volatility than others. For example, an at-the-money option would experience a larger percentage change in its fair value than a deep-in-the-money option. In addition, the fair value of an option with more than one underlying security (for example, an option on a basket of bonds) depends on the volatility of the individual underlying securities as well as their correlations.

Yield

        Adjusted yield is generally used to discount the projected future principal and interest cash flows on instruments, such as asset-backed securities. Adjusted yield is impacted by changes in the interest rate environment and relevant credit spreads.

        In some circumstances, the yield of an instrument is not observable in the market and must be estimated from historical data or from yields of similar securities. This estimated yield may need to be adjusted to capture the characteristics of the security being valued. In other situations, the estimated yield may not represent sufficient market liquidity and must be adjusted as well. Whenever the amount of the adjustment is significant to the value of the security, the fair value measurement is classified as Level 3.

Prepayment

        Voluntary unscheduled payments (prepayments) change the future cash flows for the investor and thereby change the fair value of the security. The effect of prepayments is more pronounced for residential mortgage-backed securities. An increase in prepayments—in speed or magnitude—generally creates losses for the holder of these securities. Prepayment is generally negatively correlated with delinquency and interest rate. A combination of low prepayment and high delinquencies amplify each input's negative impact on mortgage securities' valuation. As prepayment speeds change, the weighted average life of the security changes, which impacts the valuation either positively or negatively, depending upon the nature of the security and the direction of the change in the weighted average life.

Recovery

        Recovery is the proportion of the total outstanding balance of a bond or loan that is expected to be collected in a liquidation scenario. For many credit securities (such as asset-backed securities), there is no directly observable market input for recovery, but indications of recovery levels are available from pricing services. The assumed recovery of a security may differ from its actual recovery that will be observable in the future. The recovery rate impacts the valuation of credit securities. Generally, an increase in the recovery rate assumption increases the fair value of the security. An increase in loss severity, the inverse of the recovery rate, reduces the amount of principal available for distribution and, as a result, decreases the fair value of the security.

Credit Spread

        Credit spread is a component of the security representing its credit quality. Credit spread reflects the market perception of changes in prepayment, delinquency and recovery rates, therefore capturing the impact of other variables on the fair value. Changes in credit spread affect the fair value of securities differently depending on the characteristics and maturity profile of the security. For example, credit spread is a more significant driver of the fair value measurement of a high yield bond as compared to an investment grade bond. Generally, the credit spread for an investment grade bond is

also more observable and less volatile than its high yield counterpart.

Qualitative Discussion of the Ranges of Significant Unobservable Inputs

        The following section describes the ranges of the most significant unobservable inputs used by the Company in Level 3 fair value measurements. The level of aggregation and the diversity of instruments held by the Company lead to a wide range of unobservable inputs that may not be evenly distributed across the Level 3 inventory.

Correlation

        There are many different types of correlation inputs, including credit correlation, cross-asset correlation (such as equity-interest rate correlation), and same-asset correlation (such as interest rate-interest rate correlation). Correlation inputs are generally used to value hybrid and exotic instruments. Generally, same-asset correlation inputs have a narrower range than cross-asset correlation inputs. However, due to the complex and unique nature of these instruments, the ranges for correlation inputs can vary widely across portfolios.

Volatility

        Similar to correlation, asset-specific volatility inputs vary widely by asset type. For example, ranges for foreign exchange volatility are generally lower and narrower than equity volatility. Equity volatilities are wider due to the nature of the equities market and the terms of certain exotic instruments. For most instruments, the interest rate volatility input is on the lower end of the range; however, for certain structured or exotic instruments (such as market-linked deposits or exotic interest rate derivatives), the range is much wider.

Yield

        Ranges for the yield inputs vary significantly depending upon the type of security. For example, securities that typically have lower yields, such as municipal bonds, will fall on the lower end of the range, while more illiquid securities or securities with lower credit quality, such as certain residual tranche asset-backed securities, will have much higher yield inputs.

Credit Spread

        Credit spread is relevant primarily for fixed income and credit instruments; however, the ranges for the credit spread input can vary across instruments. For example, certain fixed income instruments, such as certificates of deposit, typically have lower credit spreads, whereas certain derivative instruments with high-risk counterparties are typically subject to higher credit spreads when they are uncollateralized or have a longer tenor. Other instruments, such as credit default swaps, also have credit spreads that vary with the attributes of the underlying obligor. Stronger companies have tighter credit spreads, and weaker companies have wider credit spreads.

Price

        The price input is a significant unobservable input for certain fixed income instruments. For these instruments, the price input is expressed as a percentage of the notional amount, with a price of $100 meaning that the instrument is valued at par. For most of these instruments, the price varies between zero to $100, or slightly above $100. Relatively illiquid assets that have experienced significant losses since issuance, such as certain asset-backed securities, are at the lower end of the range, whereas most investment grade corporate bonds will fall in the middle to the higher end of the range. For certain structured debt instruments with embedded derivatives, the price input may be above $100 to reflect the embedded features of the instrument (for example, a step-up coupon or a conversion option).

        The price input is also a significant unobservable input for certain equity securities; however, the range of price inputs varies depending on the nature of the position, the number of shares outstanding and other factors.

Items Measured at Fair Value on a Nonrecurring Basis

        Certain assets and liabilities are measured at fair value on a nonrecurring basis and therefore are not included in the tables above. These include assets measured at cost that have been written down to fair value during the periods as a result of an impairment. In addition, these assets include loans held-for-sale and other real estate owned that are measured at the lower of cost or market.

        The following table presents the carrying amounts of all assets that were still held as of June 30, 2013 and December 31, 2012, and for which a nonrecurring fair value measurement was recorded during the six and twelve months then ended, respectively:

In millions of dollars	Fair value		Level 2		Level 3
June 30, 2013
Loans held-for-sale	$	4,764	$	3,931	$	833
Other real estate owned		168		26		142
Loans(1)		4,758		4,095		663
Total assets at fair value on a nonrecurring basis	$	9,690	$	8,052	$	1,638

(1)

Represents impaired loans held for investment whose carrying amount is based on the fair value of the underlying collateral, including primarily real-estate secured loans.

In millions of dollars	Fair value		Level 2		Level 3
December 31, 2012
Loans held-for-sale	$	2,647	$	1,159	$	1,488
Other real estate owned		201		22		179
Loans(1)		5,732		5,160		572
Other assets(2)		4,725		4,725		—
Total assets at fair value on a nonrecurring basis	$	13,305	$	11,066	$	2,239

(1)

Represents impaired loans held for investment whose carrying amount is based on the fair value of the underlying collateral, including primarily real-estate secured loans.

(2)

Represents Citi's then-remaining 35% investment in the Morgan Stanley Smith Barney joint venture whose carrying amount was the agreed purchase price. See Note 12 to the Consolidated Financial Statements.

        The fair value of loans-held-for-sale is determined where possible using quoted secondary-market prices. If no such quoted price exists, the fair value of a loan is determined using quoted prices for a similar asset or assets, adjusted for the specific attributes of that loan. Fair value for the other real estate owned is based on appraisals. For loans whose carrying amount is based on the fair value of the underlying collateral, the fair values depend on the type of collateral. Fair value of the collateral is typically estimated based on quoted market prices if available, appraisals or other internal valuation techniques.

        Where the fair value of the related collateral is based on an unadjusted appraised value, the loan is generally classified as Level 2. Where significant adjustments are made to the appraised value, the loan is classified as Level 3. Additionally, for corporate loans, appraisals of the collateral are often based on sales of similar assets; however, because the prices of similar assets require significant adjustments to reflect the unique features of the underlying collateral, these fair value measurements are generally classified as Level 3.

Valuation Techniques and Inputs for Level 3 Nonrecurring Fair Value Measurements

        The following tables present the valuation techniques covering the majority of Level 3 nonrecurring fair value measurements and the most significant unobservable inputs used in those measurements as of June 30, 2013 and December 31, 2012:

As of June 30, 2013	Fair Value(1) (in millions)		Methodology	Input	Low			High			Weighted average(2)
Loans held-for-sale	$	800	Price-based	Price	$	35.00		$	100.00		$	93.00
				Discount to price		11.00	%		24.00	%		20.00	%
Other real estate owned	$	136	Price-based	Discount to price		24.00	%		57.00	%		35.39	%
				Price	$	54.63		$	100.00		$	98.05
				Appraised value	$	0.00		$	5,000,000		$	472,023
Loans(3)	$	381	Price-based	Appraised value	$	433,649		$	133,074,154		$	58,648,490
		131	Model-based	Discount to price		24.00	%		34.00	%		31.55	%
		77	Recovery analysis	Recovery rate		45.00	%		65.00	%		53.80	%

(1)

The fair value amounts presented in this table represent the primary valuation technique or techniques for each class of assets or liabilities.

(2)

Weighted averages are calculated based on the fair value of the instrument.

(3)

Represents loans held for investment whose carrying amounts are based on the fair value of the underlying collateral.

As of December 31, 2012	Fair Value(1) (in millions)		Methodology	Input	Low			High
Loans held-for-sale	$	747	Price-based	Price	$	63.42		$	100.00
		485	External model	Credit spread		40 bps			40 bps
		174	Recovery analysis
Other real estate owned		165	Price-based	Discount to price		11.00	%		50.00	%
				Price(2)	$	39,774		$	15,457,452
Loans(3)		351	Price-based	Discount to price		25.00	%		34.00	%
		111	Internal model	Price(2)	$	6,272,242		$	86,200,000
				Discount rate		6.00	%		16.49	%

(1)

The fair value amounts presented in this table represent the primary valuation technique or techniques for each class of assets or liabilities.

(2)

Prices are based on appraised values.

(3)

Represents loans held for investment whose carrying amounts are based on the fair value of the underlying collateral.

Nonrecurring Fair Value Changes

        The following table presents total nonrecurring fair value measurements for the period, included in earnings, attributable to the change in fair value relating to assets that are still held at June 30, 2013 and 2012:

	Three months ended June 30,
In millions of dollars	2013			2012
Loans held-for-sale	$	(63	)	$	(52	)
Other real estate owned		(6	)		(11	)
Loans(1)		(177	)		(138	)
Total nonrecurring fair value gains (losses)	$	(246	)	$	(201	)

(1)

Represents loans held for investment whose carrying amount is based on the fair value of the underlying collateral, including primarily real-estate loans.

	Six months ended June 30,
In millions of dollars	2013			2012
Loans held-for-sale	$	(63	)	$	(51	)
Other real estate owned		(10	)		(19	)
Loans(1)		(343	)		(677	)
Total nonrecurring fair value gains (losses)	$	(416	)	$	(747	)

(1)

Represents loans held for investment whose carrying amount is based on the fair value of the underlying collateral, including primarily real-estate loans.

Estimated Fair Value of Financial Instruments Not Carried at Fair Value

        The table below presents the carrying value and fair value of Citigroup's financial instruments which are not carried at fair value. The table below therefore excludes items measured at fair value on a recurring basis presented in the tables above.

        The disclosure also excludes leases, affiliate investments, pension and benefit obligations and insurance policy claim reserves. In addition, contract-holder fund amounts exclude certain insurance contracts. Also, as required, the disclosure excludes the effect of taxes, any premium or discount that could result from offering for sale at one time the entire holdings of a particular instrument, excess fair value associated with deposits with no fixed maturity, and other expenses that would be incurred in a market transaction. In addition, the table excludes the values of non-financial assets and liabilities, as well as a wide range of franchise, relationship and intangible values, which are integral to a full assessment of Citigroup's financial position and the value of its net assets.

        The fair value represents management's best estimates based on a range of methodologies and assumptions. The carrying value of short-term financial instruments not accounted for at fair value, as well as receivables and payables arising in the ordinary course of business, approximates fair value because of the relatively short period of time between their origination and expected realization. Quoted market prices are used when available for investments and for liabilities, such as long-term debt not carried at fair value. For loans not accounted for at fair value, cash flows are discounted at quoted secondary market rates or estimated market rates if available. Otherwise, sales of comparable loan portfolios or current market origination rates for loans with similar terms and risk characteristics are used. Expected credit losses are either embedded in the estimated future cash flows or incorporated as an adjustment to the discount rate used. The value of collateral is also considered. For liabilities such as long-term debt not accounted for at fair value and without quoted market prices, market borrowing rates of interest are used to discount contractual cash flows.

	June 30, 2013
					Estimated fair value
	Carrying value		Estimated fair value
In billions of dollars					Level 1		Level 2		Level 3
Assets
Investments	$	17.2	$	17.7	$	4.1	$	12.4	$	1.2
Federal funds sold and securities borrowed or purchased under agreements to resell		99.0		99.0		—		90.6		8.4
Loans(1)(2)		614.5		605.1		—		4.6		600.5
Other financial assets(2)(3)		257.0		257.0		11.1		182.0		63.9
Liabilities
Deposits	$	936.9	$	935.1	$	—	$	759.2	$	175.9
Federal funds purchased and securities loaned or sold under agreements to repurchase		97.7		97.7		—		93.1		4.6
Long-term debt(4)		193.8		199.4		—		142.8		56.6
Other financial liabilities(5)		146.9		146.9		—		23.3		123.6

	December 31, 2012
					Estimated fair value
	Carrying value		Estimated fair value
In billions of dollars					Level 1		Level 2		Level 3
Assets
Investments	$	17.9	$	18.4	$	3.0	$	14.3	$	1.1
Federal funds sold and securities borrowed or purchased under agreements to resell		100.7		100.7		—		94.8		5.9
Loans(1)(2)		621.9		612.2		—		4.2		608.0
Other financial assets(2)(3)		192.8		192.8		11.4		128.3		53.1
Liabilities
Deposits	$	929.1	$	927.4	$	—	$	748.7	$	178.7
Federal funds purchased and securities loaned or sold under agreements to repurchase		94.5		94.5		—		94.4		0.1
Long-term debt(4)		209.7		215.3		—		177.0		38.3
Other financial liabilities(5)		139.0		139.0		—		31.1		107.9

(1)

The carrying value of loans is net of the Allowance for loan losses of $21.6 billion for June 30, 2013 and $25.5 billion for December 31, 2012. In addition, the carrying values exclude $2.8 billion and $2.8 billion of lease finance receivables at June 30, 2013 and December 31, 2012, respectively.

(2)

Includes items measured at fair value on a nonrecurring basis.

(3)

Includes cash and due from banks, deposits with banks, brokerage receivables, reinsurance recoverable and other financial instruments included in Other assets on the Consolidated Balance Sheet, for all of which the carrying value is a reasonable estimate of fair value.

(4)

The carrying value includes long-term debt balances carried at fair value under fair value hedge accounting.

(5)

Includes brokerage payables, separate and variable accounts, short-term borrowings (carried at cost) and other financial instruments included in Other liabilities on the Consolidated Balance Sheet, for all of which the carrying value is a reasonable estimate of fair value.

        Fair values vary from period to period based on changes in a wide range of factors, including interest rates, credit quality and market perceptions of value, and as existing assets and liabilities run off and new transactions are entered into. The estimated fair values of loans reflect changes in credit status since the loans were made, changes in interest rates in the case of fixed-rate loans, and premium values at origination of certain loans. The carrying values (reduced by the Allowance for loan losses) exceeded the estimated fair values of Citigroup's loans, in aggregate, by $9.4 billion and by $9.7 billion at June 30, 2013 and December 31, 2012, respectively. At June 30, 2013, the carrying values, net of allowances, exceeded the estimated fair values by $7.1 billion and $2.3 billion for Consumer loans and Corporate loans, respectively.

        The estimated fair values of the Company's corporate unfunded lending commitments at June 30, 2013 and December 31, 2012 were liabilities of $4.2 billion and $4.9 billion, respectively, which are substantially classified as Level 3. The Company does not estimate the fair values of consumer unfunded lending commitments, which are generally cancelable by providing notice to the borrower.