SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2006 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ________ to _______ Commission file number 1-9924 Citigroup Inc. (Exact name of registrant as specified in its charter) Delaware 52-1568099 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 399 Park Avenue, New York, New York 10043 (Address of principal executive offices) (Zip Code) (212) 559-1000 (Registrant’s telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer X Accelerated filer Non-accelerated filer Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practicable date: Common stock outstanding as of September 30, 2006: 4,913,666,826 Available on the Web at www.citigroup.com Citigroup Inc. TABLE OF CONTENTS Part I − Financial Information Item 1. Financial Statements: Page No. Consolidated Statement of Income (Unaudited) − Three and Nine Months Ended September 30, 2006 and 2005 86 Consolidated Balance Sheet − September 30, 2006 (Unaudited) and December 31, 2005 87 Consolidated Statement of Changes in Stockholders’ Equity (Unaudited) − Nine Months Ended September 30, 2006 and 2005 88 Consolidated Statement of Cash Flows (Unaudited) − Nine Months Ended September 30, 2006 and 2005 89 Consolidated Balance Sheet – Citibank, N.A. and Subsidiaries September 30, 2006 (Unaudited) and December 31, 2005 90 Notes to Consolidated Financial Statements (Unaudited) 91 Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 4 – 82 Item 3. Quantitative and Qualitative Disclosures About Market Risk 59 – 60 115 – 117 Item 4. Controls and Procedures 83 Part II - Other Information Item 1. Legal Proceedings 131 Item 1A. Risk Factors 131 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 132 Item 6. Exhibits 133 Signatures 134 Exhibit Index 135 2 CITIGROUP – 2006 THIRD QUARTER 10-Q THE COMPANY Citigroup Inc. (Citigroup, or the Company) is a diversified Form 10-K. global financial services holding company whose businesses The principal executive offices of the Company are provide a broad range of financial services to consumer and located at 399 Park Avenue, New York, New York 10043, corporate clients. Citigroup has some 200 million client telephone number 212-559-1000. Additional information accounts and does business in more than 100 countries. about Citigroup is available on the Company’s Web site at Citigroup was incorporated in 1988 under the laws of the State www.citigroup.com. Citigroup's annual report on Form 10-K, of Delaware. its quarterly reports on Form 10-Q, its current reports on Form The Company is a bank holding company within the 8-K, and all amendments to these reports are available free of meaning of the U.S. Bank Holding Company Act of 1956 charge through the Company's Web site by clicking on the registered with, and subject to examination by, the Board of "Investor Relations" page and selecting "SEC Filings." The Governors of the Federal Reserve System (FRB). Some of the Securities and Exchange Commission (SEC) Web site Company’s subsidiaries are subject to supervision and contains reports, proxy and information statements, and other examination by their respective federal and state authorities. information regarding the Company at www.sec.gov. This quarterly report on Form 10-Q should be read in Citigroup is managed along the following segment and conjunction with Citigroup’s 2005 Annual Report on product lines: CITIGROUP SEGMENTS AND PRODUCTS Global Corporate and Global Consumer Investment Wealth Alternative Corporate / Management Investments Other Group Banking (CIB) • Capital Markets • Smith Barney - Private equity - Treasury and Banking - Advisory - Hedge funds - Operations and - Investment - Financial planning - Real estate technology U.S. International banking - Brokerage - Structured products - Corporate expenses • Cards • Cards - Debt and equity • Citigroup - Managed futures - Discontinued - MasterCard, VISA, - MasterCard, VISA, markets Investment operations Diners Club and Diners Club and - Lending Research private label private label • Transaction - Equity and fixed • Consumer Lending • Consumer Finance Services income research - Real estate lending - Real estate lending - Cash management • Private Bank - Student loans - Personal loans - Trade services -Wealth - Auto loans - Auto loans - Custody and fund management • Retail Distribution • Retail Banking services services - Citibank branches - Retail bank branches - Clearing services - CitiFinancial - Small and middle - Agency/trust branches market commercial services - Primerica banking Financial Services - Investment services • Commercial - Retirement services Business - Real estate lending - Small and middle - Personal loans market commercial - Sales finance banking The following are the six regions in which Citigroup operates. The regional results are fully reflected in the product results. CITIGROUP REGIONS Europe, (1) Japan United States Mexico Latin America Middle East & Asia (U.S.) Africa (excl. Japan) (EMEA) (1) Disclosure includes Canada and Puerto Rico. CITIGROUP – 2006 THIRD QUARTER 10-Q 3 CITIGROUP INC. AND SUBSIDIARIES SUMMARY OF SELECTED FINANCIAL DATA Three Months Ended Nine Months Ended In millions of dollars, September 30, % September 30, % except per share amounts 2006 2005 (1) Change 2006 (1) 2005 (1) Change Net interest revenue $ 9,828 $ 9,695 1% $29,449 $29,572 - Non-interest revenue 11,594 11,803 (2) 36,338 33,291 9% Revenues, net of interest expense $21,422 $21,498 - $65,787 $62,863 5% Operating expenses 11,936 11,413 5% 38,063 33,789 13 Provisions for credit losses and for benefits and claims 2,117 2,840 (25) 5,607 6,902 (19) Income from continuing operations before taxes and minority interest $ 7,369 $ 7,245 2% $22,117 $22,172 - Income taxes 2,020 2,164 (7) 5,860 6,827 (14)% Minority interest, net of taxes 46 93 (51) 137 511 (73) Income from continuing operations $ 5,303 $ 4,988 6% $16,120 $14,834 9% Income from discontinued operations, net of taxes (2) 202 2,155 (91) 289 2,823 (90) Net Income $ 5,505 $ 7,143 (23)% $16,409 $17,657 (7)% Earnings per share Basic earnings per share: Income from continuing operations $1.08 $0.98 10% $3.28 $2.90 13% Net income 1.13 1.41 (20) 3.34 3.45 (3) Diluted earnings per share: Income from continuing operations 1.06 0.97 9 3.22 2.85 13 Net income 1.10 1.38 (20) 3.28 3.39 (3) Dividends declared per common share $0.49 $0.44 11 $1.47 $1.32 11 At September 30, Total assets $1,746,248 $1,472,793 19% Total deposits 669,278 580,436 15 Long-term debt 260,089 213,894 22 Common stockholders’ equity 116,865 110,712 6 Total stockholders’ equity 117,865 111,837 5 Ratios: Return on common stockholders’ equity (3) 18.9% 25.4% 19.3% 21.4% Return on risk capital (4) 37% 37% 39% 38% Return on invested capital (4) 19% 25% 19% 21% Tier 1 capital 8.64% 9.12% 8.64% 9.12% Total capital 11.88% 12.37% 11.88% 12.37% Leverage (5) 5.24% 5.53% 5.24% 5.53% Common stockholders’ equity to assets 6.69% 7.52% Total stockholders’ equity to assets 6.75% 7.59% Dividends declared ratio (6) 44.5% 31.9% 44.8% 38.9% Ratio of earnings to fixed charges and preferred stock dividends 1.49x 1.74x 1.54x 1.84x (1) Reclassified to conform to the current period’s presentation. (2) Discontinued operations for the three months and nine months ended September 30, 2006 and 2005 includes the operations described in the Company’s June 24, 2005 announced agreement for the sale of substantially all of its Asset Management business to Legg Mason. The majority of the transaction closed on December 1, 2005. Discontinued operations also includes the operations (and associated gain) described in the Company’s January 31, 2005 announced agreement for the sale of its Travelers Life & Annuity business, substantially all of its international insurance business, and its Argentine pension business to MetLife, Inc. This transaction closed on July 1, 2005. See further discussion regarding discontinued operations in Note 3 to the Consolidated Financial Statements on page 94. (3) The return on average common stockholders’ equity and return on average total stockholders’ equity are calculated using net income after deducting preferred stock dividends. (4) Risk capital is a measure of risk levels and the trade off of risk and return. It is defined as the amount of capital required to absorb potential unexpected economic losses resulting from extremely severe events over a one-year time period. Return on risk capital is calculated as annualized income from continuing operations divided by average risk capital. Invested capital is defined as risk capital plus goodwill and intangible assets excluding mortgage servicing rights (which are a component of risk capital).