UNITED STATES
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 March 31, 2016
Commission file number 1-9924
Citigroup Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation or organization)
 
52-1568099
(I.R.S. Employer Identification No.)
388 Greenwich Street, New York, NY
(Address of principal executive offices)
 
10013
(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  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x   No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer  x
 
Accelerated filer  o
 
Non-accelerated filer  o
 (Do not check if a smaller reporting company)
 
Smaller reporting company  o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o     No  x
Number of shares of Citigroup Inc. common stock outstanding on March 31, 2016: 2,934,929,136

Available on the web at www.citigroup.com
 




CITIGROUP’S FIRST QUARTER 2016 —FORM 10-Q
OVERVIEW
MANAGEMENT'S DISCUSSION AND
  ANALYSIS OF FINANCIAL CONDITION AND
  RESULTS OF OPERATIONS
Executive Summary
Summary of Selected Financial Data
SEGMENT AND BUSINESS—INCOME (LOSS)
  AND REVENUES
SEGMENT BALANCE SHEET
CITICORP
Global Consumer Banking (GCB)
North America GCB
Latin America GCB
Asia GCB
Institutional Clients Group
Corporate/Other
CITI HOLDINGS
OFF-BALANCE SHEET
  ARRANGEMENTS
CAPITAL RESOURCES
Managing Global Risk Table of Contents
MANAGING GLOBAL RISK
INCOME TAXES
DISCLOSURE CONTROLS AND
  PROCEDURES
DISCLOSURE PURSUANT TO SECTION 219 OF THE IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT
FORWARD-LOOKING STATEMENTS
 
 
FINANCIAL STATEMENTS AND NOTES
  TABLE OF CONTENTS
CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONSOLIDATED FINANCIAL
  STATEMENTS
UNREGISTERED SALES OF EQUITY, PURCHASES OF EQUITY SECURITIES, DIVIDENDS


1



OVERVIEW


This Quarterly Report on Form 10-Q should be read in conjunction with Citigroup’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the U.S. Securities and Exchange Commission (SEC) on February 26, 2016 (2015 Annual Report on Form 10-K). Additional information about Citigroup is available on Citi’s website at www.citigroup.com . Citigroup’s recent annual reports on Form 10-K, quarterly reports on Form 10-Q, proxy statements, as well as other filings with the SEC, are available free of charge through Citi’s website by clicking on the “Investors” page and selecting “All SEC Filings.” The SEC’s website also contains current reports, information statements, and other information regarding Citi at www.sec.gov .
Certain reclassifications, including a realignment of certain businesses, have been made to the prior periods’ financial statements to conform to the current period’s presentation. For additional information on certain recent reclassifications, see Notes 1 and 3 to the Consolidated Financial Statements and Citi’s Current Report on Form 8-K furnished to the SEC on April 11, 2016.
Throughout this report, “Citigroup,” “Citi” and “the Company” refer to Citigroup Inc. and its consolidated subsidiaries.



2



Citigroup is managed pursuant to the following segments:
The following are the four regions in which Citigroup operates. The regional results are fully reflected in the segment results above.
(1)
For reporting purposes, Asia GCB includes the results of operations of EMEA GCB for all periods presented.
(2)
North Americ a includes the U.S., Canada and Puerto Rico, Latin America includes Mexico and Asia includes Japan.

3



MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS


EXECUTIVE SUMMARY

Citi’s first quarter of 2016 results of operations reflected a challenging macro environment characterized by market volatility and continued uncertainties. While these issues somewhat abated during the latter part of the quarter, the overall environment during the quarter drove year-over-year revenue declines in Citi’s market sensitive businesses, primarily its markets and investment banking businesses in the Institutional Clients Group (ICG) as well as its wealth management business in Asia Global Consumer Banking (GCB) . Due in part to this environment, Citi announced additional repositioning actions during the quarter, incurring a charge of roughly $400 million in Citicorp to further streamline operations and reduce capacity in certain areas while maintaining its client-facing capabilities.
As described further in this Executive Summary, despite the challenging environment during the quarter, Citi showed continued progress in several areas. In North America GCB, Citi’s ongoing investments in Citi-branded cards drove growth in average loans and purchase sales, and the accrual and transaction businesses in ICG - treasury and trade solutions, corporate lending, private bank and securities services - exhibited continued growth in the aggregate. In Citicorp, loans increased 5% and deposits increased 6% while Citi’s overall balance sheet decreased by 1% (each excluding the impact of foreign currency translation into U.S. dollars for reporting purposes (FX translation)). Citi utilized approximately $1.6 billion in deferred tax assets (DTAs) (for additional information, see “Income Taxes” below), which contributed to a net increase of $6 billion of regulatory capital during the quarter and Citi’s Common Equity Tier 1 Capital ratio, on a fully implemented basis, of 12.3% as of March 31, 2016. In addition, despite the higher repositioning charge during the quarter, Citigroup’s expenses declined by 3% overall.
As noted above, while the macro and market environment somewhat stabilized during the latter part of the first quarter of 2016, Citi expects the operating environment to continue to be challenging, as many risks and uncertainties remain. For a more detailed discussion of these risks and uncertainties, see each respective business’ results of operations, “Managing Global Risk” and “Forward-Looking Statements” below as well as the “Risk Factors” section in Citi’s 2015 Annual Report on Form 10-K.

First Quarter 2016 Summary Results

Citigroup
Citigroup reported net income of $3.5 billion, or $1.10 per share, compared to $4.8 billion, or $1.51 per share, in the prior-year period. Results in the first quarter of 2015 included negative $73 million (negative $47 million after-tax) of CVA/DVA.
Excluding the impact of CVA/DVA in the prior-year period (for information on Citi’s adoption in the first quarter of 2016 of a new accounting standard relating to the reporting
 

 
of CVA/DVA, see Notes 1 and 22 to the Consolidated Financial Statements), Citigroup also reported net income of $3.5 billion in the first quarter of 2016, or $1.10 per share, compared to $4.8 billion, or $1.52 per share, in the prior-year period. (Citi’s results of operations excluding the impact of CVA/DVA are non-GAAP financial measures.) The 27% decrease from the prior-year period was primarily driven by lower revenues and a higher cost of credit, partially offset by lower expenses.
Citi’s revenues were $17.6 billion in the first quarter of 2016, a decrease of 11% from the prior-year period. Excluding CVA/DVA in the first quarter of 2015, revenues were also down 11% from the prior-year period, as Citicorp revenues decreased 9% and Citi Holdings revenues decreased 31%. Excluding CVA/DVA in the first quarter of 2015 and the impact of FX translation (which lowered revenues by approximately $600 million in the first quarter of 2016 compared to the prior- year period), Citigroup revenues decreased 9% from the prior-year period, driven by a 6% decrease in Citicorp revenues and a 29% decrease in Citi Holdings’ revenues. (Citi’s results of operations excluding the impact of FX translation are non-GAAP financial measures.)

Expenses
Citigroup expenses decreased 3% versus the prior-year period as lower expenses in Citi Holdings, lower legal and related expenses and the impact of FX translation were partially offset by the higher repositioning costs and ongoing investments in Citicorp. Citigroup expenses in the first quarter of 2016 included legal and related expenses of $166 million, compared to $388 million in the prior-year period and $491 million of repositioning costs, compared to $16 million in the prior-year period. FX translation lowered expenses by approximately $377 million in the first quarter of 2016 compared to the prior-year period.
Citicorp expenses increased 2% driven by the higher repositioning costs, which Citi expects will yield expense savings in future periods, and ongoing investments in the franchise, partially offset by efficiency savings and the impact of FX translation. Citicorp expenses in the first quarter of 2016 included legal and related expenses of $226 million, compared to $317 million in the prior-year period, and $394 million of repositioning costs, compared to $4 million in the prior-year period.
Citi Holdings’ expenses were $828 million, down 40% from the prior-year period, primarily driven by the ongoing decline in Citi Holdings assets as well as lower legal and related expenses, partially offset by higher repositioning costs.

Credit Costs
Citi’s total provisions for credit losses and for benefits and claims of $2.0 billion increased 7% from the prior-year period, as a net loan loss reserve build was partially offset by lower net credit losses.
Net credit losses of $1.7 billion declined 12% versus the prior-year period. Consumer net credit losses declined 23% to


4



$1.5 billion, mostly reflecting continued improvements in North America Citi-branded cards in Citicorp as well as the improvement in the North America mortgage portfolio and ongoing divestiture activity within Citi Holdings. Corporate net credit losses increased $218 million to $211 million, primarily related to the continued deterioration in the energy and energy-related portfolio (for additional information, see “ Institutional Clients Group ” and “Credit Risk—Corporate Credit” below).
The net build of allowance for loan losses and unfunded lending commitments was $233 million in the first quarter of 2016, compared to a $239 million release in the prior-year period. Citicorp’s net reserve build was $266 million, compared to a net loan loss reserve release of $62 million in the prior-year period. The build in the first quarter of 2016 was primarily driven by net loan loss reserve builds in ICG, including approximately $260 million for energy and energy-related exposures. Outside of the energy-related sectors, Citi’s credit quality largely remained stable during the quarter. The allowance for loan losses attributable to energy and energy-related loans in ICG represented 4.2% of funded exposures as of the first quarter of 2016.
Citi Holdings’ net reserve release decreased $144 million from the prior-year period to $33 million, primarily reflecting the impact of asset sales.
For additional information on Citi’s consumer and corporate credit costs and allowance for loan losses, see “Credit Risk” below.

Capital
As noted above, Citi continued to grow its regulatory capital during the first quarter of 2016, even as it returned approximately $1.5 billion of capital to its shareholders in the form of common stock repurchases and dividends. Citigroup’s Tier 1 Capital and Common Equity Tier 1 Capital ratios, on a fully implemented basis, were 13.8% and 12.3% as of March 31, 2016, respectively, compared to 12.1% and 11.1% as of March 31, 2015 (all based on the Basel III Advanced Approaches for determining risk-weighted assets). Citigroup’s Supplementary Leverage ratio as of March 31, 2016, on a fully implemented basis, was 7.4%, compared to 6.4% as of March 31, 2015. For additional information on Citi’s capital ratios and related components, including the impact of Citi’s DTAs on its capital ratios, see “Capital Resources” below.

Citicorp
Citicorp net income decreased 32% from the prior-year period to $3.2 billion. CVA/DVA, recorded in ICG , was negative $69 million (negative $44 million after-tax) in first quarter of 2015 (for a summary of CVA/DVA by business within ICG , see “ Institutional Clients Group ” below). Excluding CVA/DVA in the first quarter of 2015, Citicorp’s net income also decreased 32% from the prior-year period, primarily driven by the lower revenues, higher expenses and higher cost of credit.
Citicorp revenues decreased 9% from the prior-year period to $16.1 billion. Excluding CVA/DVA in the first quarter of 2015, Citicorp revenues also decreased 9% from the prior-year period, reflecting a 12% decrease in ICG revenues and a 6% decrease in GCB revenues. As referenced above,
 
excluding CVA/DVA in the prior-year period and the impact of FX translation, Citicorp’s revenues decreased 6%, mostly driven by the decline in revenues in Citi’s market sensitive businesses and the impact of continued investments in Citi-branded cards, each as referred to above.
GCB revenues of $7.8 billion decreased 6% versus the prior-year period. Excluding the impact of FX translation, GCB revenues decreased 3%, as decreases in North America GCB and Asia GCB were partially offset by an increase in Latin America GCB . North America GCB revenues decreased 4% to $4.9 billion, as lower revenues in Citi-branded cards and retail banking were partially offset by higher revenues in Citi retail services. Citi-branded cards revenues of $1.9 billion were down 6% versus the prior-year period, reflecting continued increased acquisition and rewards costs as investments in business growth continued, partially offset by the impact of growth in average loans and purchase sales. Citi retail services revenues of $1.7 billion increased 3% versus the prior-year period, primarily driven by gains on the sale of two small cards portfolios. Retail banking revenues decreased 8% from the prior-year period to $1.3 billion. Excluding the previously-disclosed $110 million gain on the sale of branches in Texas in the prior-year period, retail banking revenues were largely unchanged as continued growth in loans and checking deposits as well as improved deposit spreads were offset by lower mortgage gain on sale revenues.
North America GCB average deposits of $181 billion were largely unchanged year-over-year and average retail banking loans of $53 billion grew 11%. Average branded card loans of $65 billion increased 1%, while branded card purchase sales of $46 billion increased 12% versus the prior-year period. Average retail services loans of $44 billion were largely unchanged, while retail services purchase sales of $17 billion increased 2% versus the prior-year period. For additional information on the results of operations of North America GCB for the first quarter of 2016, see “ Global Consumer Banking - North America GCB ” below.
International GCB revenues (consisting of Latin America GCB and Asia GCB (which includes EMEA GCB for reporting purposes)) decreased 11% versus the prior-year period to $2.9 billion. Excluding the impact of FX translation, international GCB revenues decreased 2% versus the prior-year period. Latin America GCB revenues increased 2% versus the prior-year period , as the impact of growth in retail banking loans, deposits and card purchase sales was partially offset by continued declines in card balances. Asia GCB revenues declined 4% versus the prior-year period, driven by lower investment sales revenues reflecting the weak market sentiment as well as continued regulatory pressure in cards, partially offset by volume growth. For additional information on the results of operations of Latin America GCB and Asia GCB for the first quarter of 2016, including the impact of FX translation, see “ Global Consumer Banking ” below. Year-over-year, international GCB average deposits of $115 billion increased 5%, average retail loans of $87 billion increased 1%, investment sales of $12 billion decreased 38%, average card loans of $23 billion increased 2% and card purchase sales of $22 billion increased 4%, all excluding the impact of FX translation.


5



ICG revenues were $8.0 billion in the first quarter of 2016, down 11% from the prior-year period. Excluding CVA/DVA in the first quarter of 2015, ICG revenues decreased 12% driven by a 15% decrease in Markets and securities services revenues and a 9% decrease in Banking revenues.
Banking revenues of $4.0 billion (excluding CVA/DVA in the first quarter of 2015 and the impact of mark-to-market gains on hedges related to accrual loans within corporate lending (see below)) decreased 6%, compared to the prior-year period, driven by lower industry-wide investment banking activity partially offset by growth in treasury and trade solutions and the private bank. Investment banking revenues of $875 million decreased 27% versus the prior-year period. Advisory revenues decreased 23% to $227 million versus strong performance in the prior-year period. Debt underwriting revenues decreased 22% to $530 million and equity underwriting revenues decreased 49% to $118 million, largely driven by the industry-wide slowdown in activity levels during the quarter.
Private bank revenues (excluding CVA/DVA in the first quarter of 2015) increased 5% to $746 million from the prior- year period, primarily driven by higher loan and deposit balances. Corporate lending revenues decreased 26% to $389 million, including $66 million of mark-to-market losses on hedges related to accrual loans, compared to a $52 million gain in the prior-year period. Excluding the impact of FX translation and the mark-to-market impact of loan hedges, corporate lending revenues decreased 2% versus the prior-year period, primarily driven by the absence of positive mark-to-market adjustments, partially offset by continued growth in average loans. Treasury and trade solutions revenues of $2.0 billion increased 3% from the prior-year period. Excluding the impact of FX translation, treasury and trade solutions revenues increased 8%, as continued growth in transaction volumes and increased spreads were partially offset by lower trade revenues.
Markets and securities services revenues of $4.1 billion (excluding CVA/DVA in the first quarter of 2015) decreased 15% from the prior-year period. Fixed income markets revenues of $3.1 billion (excluding CVA/DVA in the first quarter of 2015) decreased 11% from the prior-year period, reflecting lower activity levels and a less favorable environment in securitized products and commodities, partially offset by growth in rates and currencies. Equity markets revenues of $706 million (excluding CVA/DVA in the first quarter of 2015) decreased 19% versus the prior-year period, reflecting the impact of lower volumes in cash equities as well as weaker performance in derivatives. Securities services revenues of $562 million increased 3% versus the prior-year period, largely reflecting a gain on sale, partially offset by the impact of FX translation. For additional information on the results of operations of ICG for the first quarter of 2016, see “ Institutional Clients Group ” below.
Corporate/Other revenues were $274 million, up 29% from the prior-year period, mostly reflecting higher investment income. For additional information on the results of operations of Corporate/Other for the first quarter of 2016, see “ Corporate/Other ” below.
 
Citicorp end-of-period loans increased 4% to $573 billion from the prior-year period, driven by a 6% increase in corporate loans and a 1% increase in consumer loans. Excluding the impact of FX translation, Citicorp loans grew 5%, with 7% growth in corporate loans and 2% growth in consumer loans.

Citi Holdings
Citi Holdings’ net income was $346 million in the first quarter of 2016, compared to net income of $149 million in the prior-year period. CVA/DVA was negative $4 million (negative $3 million after-tax) in the first quarter of 2015. Excluding the impact of CVA/DVA in the prior-year period, Citi Holdings’ net income was $346 million, compared to $152 million in the prior-year period, primarily reflecting lower expenses and lower credit costs, partially offset by lower revenues.
Citi Holdings’ revenues were $1.5 billion down 31% from the prior-year period. Excluding CVA/DVA in the first quarter of 2015, Citi Holdings’ revenues also decreased 31% from the prior-year period, primarily driven by the overall wind-down of the portfolio, partially offset by a net gain on asset sales. For additional information on the results of operations of Citi Holdings for the first quarter of 2016, see “Citi Holdings” below.
At the end of the current quarter, Citi Holdings’ assets were $73 billion, 44% below the prior-year period, and represented approximately 4% of Citi’s total GAAP assets. Citi Holdings’ risk-weighted assets were $130 billion as of March 31, 2016, a decrease of 29% from the prior-year period, and represented 11% of Citi’s risk-weighted assets under Basel III (based on the Advanced Approaches for determining risk-weighted assets).



6



RESULTS OF OPERATIONS
SUMMARY OF SELECTED FINANCIAL DATA—PAGE 1
Citigroup Inc. and Consolidated Subsidiaries
 
First Quarter
 
In millions of dollars, except per-share amounts and ratios
2016
2015
% Change
Net interest revenue
$
11,227

$
11,572

(3
)%
Non-interest revenue
6,328

8,164

(22
)
Revenues, net of interest expense
$
17,555

$
19,736

(11
)%
Operating expenses
10,523

10,884

(3
)
Provisions for credit losses and for benefits and claims
2,045

1,915

7

Income from continuing operations before income taxes
$
4,987

$
6,937

(28
)%
Income taxes
1,479

2,120

(30
)
Income from continuing operations
$
3,508

$
4,817

(27
)%
Income (loss) from discontinued operations, net of taxes (1)
(2
)
(5
)
60
 %
Net income before attribution of noncontrolling interests
$
3,506

$
4,812

(27
)%
Net income attributable to noncontrolling interests
5

42

(88
)
Citigroup’s net income
$
3,501

$
4,770

(27
)
Less:
 
 


Preferred dividends—Basic
$
210

$
128

64
 %
Dividends and undistributed earnings allocated to employee restricted and deferred shares that contain nonforfeitable rights to dividends, applicable to basic EPS
40

62

(35
)
Income allocated to unrestricted common shareholders for basic and diluted EPS
$
3,251

$
4,580

(29
)%
Earnings per share
 
 


Basic
 
 


Income from continuing operations
$
1.11

$
1.51

(26
)%
Net income
1.10

1.51

(27
)
Diluted
 
 


Income from continuing operations
$
1.11

$
1.51

(26
)%
Net income
1.10

1.51

(27
)
Dividends declared per common share
0.05

0.01

NM


Statement continues on the next page, including notes to the table.

7



SUMMARY OF SELECTED FINANCIAL DATA—PAGE 2
Citigroup Inc. and Consolidated Subsidiaries
 
 
First Quarter
 
In millions of dollars, except per-share amounts, ratios and direct staff
2016
2015
% Change
At March 31:
 
 
 
Total assets
$
1,800,967

$
1,831,801

(2
)%
Total deposits
934,591

899,647

4

Long-term debt
207,835

210,522

(1
)
Citigroup common stockholders’ equity
209,769

202,652

4

Total Citigroup stockholders’ equity
227,522

214,620

6

Direct staff (in thousands)
225

239

(6
)
Performance metrics
 
 


Return on average assets
0.79
%
1.04
%


Return on average common stockholders’ equity (2)
6.4

9.4



Return on average total stockholders’ equity (2)
6.3

9.1



Efficiency ratio (Total operating expenses/Total revenues)
60

55



Basel III ratios—full implementation
 
 
 
Common Equity Tier 1 Capital (3)
12.34
%
11.06
%
 
Tier 1 Capital (3)
13.81

12.07

 
Total Capital (3)
15.71

13.38

 
Supplementary Leverage ratio (4)
7.44

6.44

 
Citigroup common stockholders’ equity to assets
11.65
%
11.06
%
 
Total Citigroup stockholders’ equity to assets
12.63

11.72

 
Dividend payout ratio (5)
4.5

0.7

 
Book value per common share
$
71.47

$
66.79

7
 %
Ratio of earnings to fixed charges and preferred stock dividends
2.54x

3.13x

 
(1)
See Note 2 to the Consolidated Financial Statements for additional information on Citi’s discontinued operations.
(2)
The return on average common stockholders’ equity is calculated using net income less preferred stock dividends divided by average common stockholders’ equity. The return on average total Citigroup stockholders’ equity is calculated using net income divided by average Citigroup stockholders’ equity.
(3)
Citi’s regulatory capital ratios reflect full implementation of the U.S. Basel III rules. Risk-weighted assets are based on the Basel III Advanced Approaches for determining total risk-weighted assets.
(4)
Citi’s Supplementary Leverage ratio reflects full implementation of the U.S. Basel III rules.
(5) Dividends declared per common share as a percentage of net income per diluted share.



8



SEGMENT AND BUSINESS—INCOME (LOSS) AND REVENUES
The following tables show the income (loss) and revenues for Citigroup on a segment and business view:
CITIGROUP INCOME
 
First Quarter
 
In millions of dollars
2016
2015
% Change
Income (loss) from continuing operations
 
 
 
CITICORP
 
 
 
Global Consumer Banking
 
 
 
North America
$
860

$
1,153

(25
)%
Latin America
156

220

(29
)
Asia (1)
215

339

(37
)
Total
$
1,231

$
1,712

(28
)%
Institutional Clients Group


 


North America
$
584

$
1,027

(43
)%
EMEA
399

935

(57
)
Latin America
337

375

(10
)
Asia
639

637


Total
$
1,959

$
2,974

(34
)%
Corporate/Other
$
(29
)
$
(19
)
(53
)%
Total Citicorp
$
3,161

$
4,667

(32
)%
Citi Holdings
$
347

$
150

NM

Income from continuing operations
$
3,508

$
4,817

(27
)%
Discontinued operations
$
(2
)
$
(5
)
60
 %
Net income attributable to noncontrolling interests
5

42

(88
)%
Citigroup’s net income
$
3,501

$
4,770

(27
)%

(1)
For reporting purposes, Asia GCB includes the results of operations of EMEA GCB for all periods presented.

NM Not meaningful

9



CITIGROUP REVENUES
 
First Quarter
 
In millions of dollars
2016
2015
% Change
CITICORP
 
 
 
Global Consumer Banking
 
 
 
North America
$
4,874

$
5,060

(4
)%
Latin America
1,241

1,432

(13
)
Asia (1)
1,655

1,810

(9
)
Total
$
7,770

$
8,302

(6
)%
Institutional Clients Group


 


North America
$
3,046

$
3,391

(10
)%
EMEA
2,207

2,900

(24
)
Latin America
975

991

(2
)
Asia
1,808

1,795

1

Total
$
8,036

$
9,077

(11
)%
Corporate/Other
$
274

$
212

29
 %
Total Citicorp
$
16,080

$
17,591

(9
)%
Citi Holdings
$
1,475

$
2,145

(31
)%
Total Citigroup Net Revenues
$
17,555

$
19,736

(11
)%
(1)
For reporting purposes, Asia GCB includes the results of operations of EMEA GCB for all periods presented.




10



SEGMENT BALANCE SHEET (1)  
In millions of dollars
Global
Consumer
Banking
Institutional
Clients
Group
Corporate/Other
and
consolidating
eliminations (2)
Subtotal
Citicorp
Citi
Holdings
Citigroup
Parent
company-
issued
long-term
debt and
stockholders’
equity (3)
Total
Citigroup
consolidated
Assets
 
 
 
 
 
 
 
Cash and deposits with banks
$
10,788

$
63,444

$
82,736

$
156,968

$
1,321

$

$
158,289

Federal funds sold and securities borrowed or purchased under agreements to resell
125

224,134


224,259

834


225,093

Trading account assets
5,962

264,092

403

270,457

3,290


273,747

Investments
8,413

115,561

223,881

347,855

5,397


353,252

Loans, net of unearned income and
 
 
 
 
 
 

allowance for loan losses
265,100

297,874


562,974

43,138


606,112

Other assets
41,744

83,365

45,422

170,531

13,943


184,474

Liquidity assets (4)
52,897

243,928

(301,779
)
(4,954
)
4,954



Total assets
$
385,029

$
1,292,398

$
50,663

$
1,728,090

$
72,877

$

$
1,800,967

Liabilities and equity
 
 
 
 
 
 
 
Total deposits
$
302,672

$
607,111

$
15,569

$
925,352

$
9,239

$

$
934,591

Federal funds purchased and securities loaned or sold under agreements to repurchase
3,631

153,552


157,183

25


157,208

Trading account liabilities
9

134,688

695

135,392

754


136,146

Short-term borrowings
225

20,626

32

20,883

10


20,893

Long-term debt
1,591

33,458

19,582

54,631

4,065

149,139

207,835

Other liabilities
15,261

79,430

15,684

110,375

5,158


115,533

Net inter-segment funding (lending) (3)
61,640

263,533

(2,138
)
323,035

53,626

(376,661
)

Total liabilities
$
385,029

$
1,292,398

$
49,424

$
1,726,851

$
72,877

$
(227,522
)
$
1,572,206

Total equity


1,239

1,239


227,522

228,761

Total liabilities and equity
$
385,029

$
1,292,398

$
50,663

$
1,728,090

$
72,877

$

$
1,800,967


(1)
The supplemental information presented in the table above reflects Citigroup’s consolidated GAAP balance sheet by reporting segment as of March 31, 2016 . The respective segment information depicts the assets and liabilities managed by each segment as of such date. While this presentation is not defined by GAAP, Citi believes that these non-GAAP financial measures enhance investors’ understanding of the balance sheet components managed by the underlying business segments, as well as the beneficial inter-relationships of the asset and liability dynamics of the balance sheet components among Citi’s business segments.
(2)
Consolidating eliminations for total Citigroup and Citigroup parent company assets and liabilities are recorded within the Corporate/Other segment.
(3)
The total stockholders’ equity and the majority of long-term debt of Citigroup reside in the Citigroup parent company Consolidated Balance Sheet. Citigroup allocates stockholders’ equity and long-term debt to its businesses through inter-segment allocations as shown above.
(4)
Represents the attribution of Citigroup’s liquidity assets (primarily consisting of cash and available-for-sale securities) to the various businesses based on Liquidity Coverage Ratio (LCR) assumptions.



11



CITICORP
Citicorp is Citigroup’s global bank for consumers and businesses and represents Citi’s core franchises. Citicorp is focused on providing best-in-class products and services to customers and leveraging Citigroup’s unparalleled global network, including many of the world’s emerging economies. Citicorp is physically present in approximately 100 countries, many for over 100 years, and offers services in over 160 countries and jurisdictions. Citi believes this global network provides a strong foundation for servicing the broad financial services needs of its large multinational clients and for meeting the needs of retail, private banking, commercial, public sector and institutional clients around the world.
Citicorp consists of the following operating businesses: Global Consumer Banking (which consists of consumer banking businesses in North America, EMEA, Latin America and Asia ) and Institutional Clients Group (which includes Banking and Markets and securities services ). Citicorp also includes Corporate/Other . At March 31, 2016, Citicorp had approximately $1.7 trillion of assets and $925 billion of deposits, representing approximately 96% of Citi’s total assets and 99% of Citi’s total deposits.
As previously announced, Citi’s consumer businesses in Argentina, Brazil and Colombia, which previously were reported as part of Latin America GCB , are reported as part of Citi Holdings for all periods as of the first quarter of 2016. In addition, Citi’s consumer businesses in Venezuela and remaining indirect investment in Banco de Chile, also previously reported as part of Latin America GCB , are reported as part of ICG for all periods as of the first quarter of 2016. For additional information, see “Citicorp” in Citi’s 2015 Annual Report on Form 10-K.

 
First Quarter
 
In millions of dollars except as otherwise noted
2016
2015
% Change
Net interest revenue
$
10,630

$
10,313

3
 %
Non-interest revenue
5,450

7,278

(25
)
Total revenues, net of interest expense
$
16,080

$
17,591

(9
)%
Provisions for credit losses and for benefits and claims


 


Net credit losses
$
1,581

$
1,488

6
 %
Credit reserve build (release)
193

(30
)
NM

Provision for loan losses
$
1,774

$
1,458

22
 %
Provision for benefits and claims
28

28


Provision for unfunded lending commitments
73

(32
)
NM

Total provisions for credit losses and for benefits and claims
$
1,875

$
1,454

29
 %
Total operating expenses
$
9,695

$
9,499

2
 %
Income from continuing operations before taxes
$
4,510

$
6,638

(32
)%
Income taxes
1,349

1,971

(32
)
Income from continuing operations
$
3,161

$
4,667

(32
)%
Income (loss) from discontinued operations, net of taxes
(2
)
(5
)
60

Noncontrolling interests
4

41

(90
)
Net income
$
3,155

$
4,621

(32
)%
Balance sheet data (in billions of dollars)


 


Total end-of-period (EOP) assets
$
1,728

$
1,702

2
 %
Average assets
1,700

1,719

(1
)
Return on average assets
0.75
%
1.09
%


Efficiency ratio
60
%
54
%


Total EOP loans
$
573

$
554

4

Total EOP deposits
$
925

$
884

5

NM Not meaningful

12



GLOBAL CONSUMER BANKING
Global Consumer Banking (GCB) consists of Citigroup’s four geographical consumer banking businesses that provide traditional banking services to retail customers through retail banking, including commercial banking, and Citi-branded cards and Citi retail services (for additional information on these businesses, see “Citigroup Segments” above). GCB is a focused on its priority markets of the U.S., Mexico and Asia with 2,703 branches in 19 countries as of March 31, 2016. At March 31, 2016, GCB had approximately $385 billion of assets and $303 billion of deposits.
GCB ’s overall strategy is to leverage Citi’s global footprint and seek to be the preeminent bank for the emerging affluent and affluent consumers in large urban centers. In credit cards and in certain retail markets, Citi serves customers in a somewhat broader set of segments and geographies.

 
First Quarter
 
In millions of dollars except as otherwise noted
2016
2015
% Change
Net interest revenue
$
6,406

$
6,461

(1
)%
Non-interest revenue
1,364

1,841

(26
)
Total revenues, net of interest expense
$
7,770

$
8,302

(6
)%
Total operating expenses
$
4,408

$
4,305

2
 %
Net credit losses
$
1,370

$
1,489

(8
)%
Credit reserve build (release)
85

(149
)
NM

Provision (release) for unfunded lending commitments
2


NM

Provision for benefits and claims
28

28


Provisions for credit losses and for benefits and claims
$
1,485

$
1,368

9
 %
Income from continuing operations before taxes
$
1,877

$
2,629

(29
)%
Income taxes
646

917

(30
)
Income from continuing operations
$
1,231

$
1,712

(28
)%
Noncontrolling interests
2

(4
)
NM

Net income
$
1,229

$
1,716

(28
)%
Balance Sheet data (in billions of dollars)


 


Average assets
$
378

$
380

(1
)%
Return on average assets
1.31
%
1.83
%


Efficiency ratio
57
%
52
%


Total EOP assets
$
385

$
374

3

Average deposits
296

298

(1
)
Net credit losses as a percentage of average loans
2.03
%
2.21
%


Revenue by business


 


Retail banking
$
3,216

$
3,538

(9
)%
Cards (1)
4,554

4,764

(4
)
Total
$
7,770

$
8,302

(6
)%
Income from continuing operations by business


 


Retail banking
$
317

$
579

(45
)%
Cards (1)
914

1,133

(19
)
Total
$
1,231

$
1,712

(28
)%
Table continues on next page.


13



Foreign currency (FX) translation impact
 
 


Total revenue—as reported
$
7,770

$
8,302

(6
)%
Impact of FX translation (2)

(295
)


Total revenues—ex-FX (3)
$
7,770

$
8,007

(3
)%
Total operating expenses—as reported
$
4,408

$
4,305

2
 %
Impact of FX translation (2)

(142
)


Total operating expenses—ex-FX (3)
$
4,408

$
4,163

6
 %
Total provisions for LLR & PBC—as reported
$
1,485

$
1,368

9
 %
Impact of FX translation (2)

(64
)


Total provisions for LLR & PBC—ex-FX (3)
$
1,485

$
1,304

14
 %
Net income—as reported
$
1,229

$
1,716

(28
)%
Impact of FX translation (2)

(61
)


Net income—ex-FX (3)
$
1,229

$
1,655

(26
)%
(1)
Includes both Citi-branded cards and Citi retail services.
(2)
Reflects the impact of FX translation into U.S. dollars at the first quarter of 2016 average exchange rates for all periods presented.
(3)
Presentation of this metric excluding FX translation is a non-GAAP financial measure.
NM Not meaningful


14



NORTH AMERICA GCB
North America GCB provides traditional retail banking, including commercial banking, and its Citi-branded cards and Citi retail services card products to retail customers and small to mid-size businesses, as applicable, in the U.S. North America GCB ’s U.S. cards product portfolio includes its proprietary portfolio (including the Citi Double Cash, Thank You and Value cards) and co-branded cards (including, among others, American Airlines and Hilton Worldwide) within Citi-branded cards as well as its co-brand and private label relationships within Citi retail services.
As of March 31, 2016, North America GCB ’s 729 retail bank branches are concentrated in the six key metropolitan areas of New York, Chicago, Miami, Washington, D.C., Los Angeles and San Francisco. Also as of March 31, 2016, North America GCB had approximately 10.8 million retail banking customer accounts, $53.5 billion of retail banking loans and $183.7 billion of deposits. In addition, North America GCB had approximately 111.9 million Citi-branded and Citi retail services credit card accounts, with $107.4 billion in outstanding card loan balances.

 
First Quarter
% Change
In millions of dollars, except as otherwise noted
2016
2015
Net interest revenue
$
4,442

$
4,336

2
 %
Non-interest revenue
432

724

(40
)
Total revenues, net of interest expense
$
4,874

$
5,060

(4
)%
Total operating expenses
$
2,506

$
2,341

7
 %
Net credit losses
$
932

$
960

(3
)%
Credit reserve build (release)
79

(99
)
NM

Provision for unfunded lending commitments
1

1


Provisions for benefits and claims
9

10

(10
)
Provisions for credit losses and for benefits and claims
$
1,021

$
872

17
 %
Income from continuing operations before taxes
$
1,347

$
1,847

(27
)%
Income taxes
487

694

(30
)
Income from continuing operations
$
860

$
1,153

(25
)%
Noncontrolling interests

1

(100
)
Net income
$
860

$
1,152

(25
)%
Balance Sheet data (in billions of dollars)


 


Average assets
$
212

$
208

2
 %
Return on average assets
1.63
%
2.25
%


Efficiency ratio
51
%
46
%


Average deposits
$
180.6

$
180.4


Net credit losses as a percentage of average loans
2.32
%
2.50
%


Revenue by business


 


Retail banking
$
1,307

$
1,414

(8
)%
Citi-branded cards
1,880

2,009

(6
)
Citi retail services
1,687

1,637

3

Total
$
4,874

$
5,060

(4
)%
Income from continuing operations by business


 


Retail banking
$
98

$
210

(53
)%
Citi-branded cards
366

539

(32
)
Citi retail services
396

404

(2
)
Total
$
860

$
1,153

(25
)%

NM Not meaningful



15



1Q16 vs. 1Q15
Net income decreased by 25% due to lower revenues, higher expenses and a net loan loss reserve build, partially offset by lower net credit losses.
Revenues decreased 4%, reflecting lower revenues in retail banking and Citi-branded cards, partially offset by higher revenues in Citi retail services.
Retail banking revenues decreased 8%. Excluding the previously-disclosed $110 million gain on sale of branches in Texas in the prior-year period, revenues were largely unchanged as continued growth in average loans (11%), average checking deposits (6%) and deposit spreads were offset by lower mortgage gain on sale revenues largely reflecting lower mortgage refinance activity and lower margins. Consistent with GCB ’s strategy, North America GCB closed or sold 51 branches during the current quarter (a 7% decline from year-end 2015).
Cards revenues decreased 2%. In Citi-branded cards, revenues decreased 6%, primarily reflecting the continued increased acquisition and rewards costs as well as the continued impact of high customer payment rates. The continued investment spending in Citi-branded cards has resulted, in part, in growth in average active accounts (4%), average loans (1%) and purchase sales (12%).
Citi retail services revenues increased 3% due to gains on sales of two small cards portfolios, partially offset by higher contractual partner payments. Purchase sales increased 2% while average loans were largely unchanged, despite the impact of the card portfolio sales.
Expenses increased 7%, primarily due to higher repositioning charges and the continued investment spending (including marketing, among other areas), higher volume-related expenses and higher regulatory and compliance costs, partially offset by ongoing cost reduction initiatives, including as a result of the branch rationalization strategy.
Provisions increased 17%, largely due to a net loan loss reserve build (approximately $80 million), compared to a loan loss reserve release in the prior-year period, partially offset by lower net credit losses (3%). The decline in net credit losses was primarily due to Citi-branded cards (down 8% to $455 million). The net loan loss reserve build was driven by energy and energy-related exposures in the commercial banking portfolio within retail banking. (For additional information on Citi’s energy and energy-related exposures within commercial banking within GCB , see “Credit Risk—Commercial Credit”
 
below.)
North America GCB continues to expect to make additional investments in its U.S. cards businesses during the remainder of 2016, including investments in connection with Citi’s planned acquisition of the Costco portfolio, the closing of which is currently expected to occur in June 2016, as well as the impact of renewing certain important partnership programs in a competitive environment (see also “Risk Factors—Operational Risks” in Citi’s 2015 Annual Report on Form 10-K). While North America GCB believes these investments are necessary for the growth of its U.S. cards businesses, they will continue to reduce the pretax earnings of the businesses during the remainder of 2016.





16



LATIN AMERICA GCB
Latin America GCB provides traditional retail banking, including commercial banking, and its Citi-branded card products to retail customers and small to mid-size businesses in Mexico through Banco Nacional de Mexico, or Banamex, Mexico’s second-largest bank.
At March 31, 2016, Latin America GCB had 1,493 retail branches, with approximately 27.9 million retail banking customer accounts, $20.1 billion in retail banking loans and $28.3 billion in deposits. In addition, the business had approximately 5.6 million Citi-branded card accounts with $5.3 billion in outstanding loan balances. As discussed above, Citi’s consumer businesses in Argentina, Brazil and Colombia are reported as part of Citi Holdings for all periods as of the first quarter of 2016.

 
First Quarter
% Change
In millions of dollars, except as otherwise noted
2016
2015
Net interest revenue
$
863

$
990

(13
)%
Non-interest revenue
378

442

(14
)
Total revenues, net of interest expense
$
1,241

$
1,432

(13
)%
Total operating expenses
$
720

$
797

(10
)%
Net credit losses
$
278

$
356

(22
)%
Credit reserve build (release)
17

(8
)
NM

Provision (release) for unfunded lending commitments
1

(3
)
NM

Provision for benefits and claims
19

18

6

Provisions for credit losses and for benefits and claims (LLR & PBC)
$
315

$
363

(13
)%
Income from continuing operations before taxes
$
206

$
272

(24
)%
Income taxes
50

52

(4
)
Income from continuing operations
$
156

$
220

(29
)%
Noncontrolling interests
1


100

Net income
$
155

$
220

(30
)%
Balance Sheet data   (in billions of dollars)


 


Average assets
$
50

$
57

(12
)%
Return on average assets
1.25
%
1.57
%


Efficiency ratio
58
%
56
%


Average deposits
$
27.8

$
29.3

(5
)
Net credit losses as a percentage of average loans
4.53
%
5.25
%


Revenue by business


 


Retail banking
$
868

$
972

(11
)%
Citi-branded cards
373

460

(19
)
Total
$
1,241

$
1,432

(13
)%
Income from continuing operations by business


 


Retail banking
$
99

$
148

(33
)%
Citi-branded cards
57

72

(21
)
Total
$
156

$
220

(29
)%
FX translation impact


 


Total revenues—as reported
$
1,241

$
1,432

(13
)%
Impact of FX translation (1)

(217
)


Total revenues—ex-FX (2)
$
1,241

$
1,215

2
 %
Total operating expenses—as reported
$
720

$
797

(10
)%
Impact of FX translation (1)

(87
)


Total operating expenses—ex-FX (2)
$
720

$
710

1
 %
Provisions for LLR & PBC—as reported
$
315

$
363

(13
)%
Impact of FX translation (1)

(56
)


Provisions for LLR & PBC—ex-FX (2)
$
315

$
307

3
 %
Net income—as reported
$
155

$
220

(30
)%
Impact of FX translation (1)

(57
)


Net income—ex-FX (2)
$
155

$
163

(5
)%

17



(1)
Reflects the impact of FX translation into U.S. dollars at the first quarter of 2016 average exchange rates for all periods presented.
(2)
Presentation of this metric excluding FX translation is a non-GAAP financial measure.
NM Not Meaningful

The discussion of the results of operations for Latin America GCB below excludes the impact of FX translation for all periods presented. Presentations of the results of operations, excluding the impact of FX translation, are non-GAAP financial measures. For a reconciliation of certain of these metrics to the reported results, see the table above.

1Q16 vs. 1Q15
Net income decreased 5% as higher expenses and a net loan loss reserve build were partially offset by higher revenues and lower net credit losses.
Revenues increased 2%, primarily due to volume growth in retail banking and cards purchase sales, partially offset by lower revenues from business divestitures as well as continued declines in card balances. Revenues were also impacted by continued slow economic growth in Mexico.
Retail banking revenues increased 5%, primarily due to the volume growth, including an increase in average loans (9%), average deposits (11%) and deposit spreads, partially offset by a decline in loan spreads. Cards revenues decreased 4%, driven by continued higher payment rates resulting from the business’ focus on higher credit quality customers which also drove a decline in average loans (3%). These declines were partially offset by growth in purchase sales (7%). Latin America GCB expects the cards payment rates and revenues to continue to remain under pressure during the remainder of 2016.
Expenses increased 1%, primarily due to higher technology investments, volume-related costs, higher repositioning charges and higher compensation expense, partially offset by lower legal and related costs, the impact of business divestitures and ongoing efficiency savings.
Provisions increased 3% as a net loan loss reserve build was partially offset by lower net credit losses. Net credit losses decreased 8%, largely reflecting lower net credit losses incurred in the cards portfolio due the focus on higher credit quality customers. The net loan loss reserve build increased $27 million, primarily due to lower releases related to the commercial banking portfolio and cards.





18



ASIA GCB
Asia GCB provides traditional retail banking, including commercial banking, and its Citi-branded card products to retail customers and small to mid-size businesses, as applicable. As of March 31, 2016, Citi’s most significant revenues in the region were from Singapore, Hong Kong, Korea, India, Australia, Taiwan, Indonesia, Malaysia, Thailand and the Philippines. In addition, for reporting purposes, Asia GCB includes the results of operations of EMEA GCB, which provides traditional retail banking and Citi-branded card products to retail customers, primarily in Poland, Russia and the United Arab Emirates.
At March 31, 2016, on a combined basis, the businesses had 481 retail branches, approximately 17.2 million retail banking customer accounts, $68.7 billion in retail banking loans and $90.7 billion in deposits. In addition, the businesses had approximately 16.6 million Citi-branded card accounts with $17.6 billion in outstanding loan balances.

 
First Quarter
% Change
In millions of dollars, except as otherwise noted (1)
2016
2015
Net interest revenue
$
1,101

$
1,135

(3
)%
Non-interest revenue
554

675

(18
)
Total revenues, net of interest expense
$
1,655

$
1,810

(9
)%
Total operating expenses
$
1,182

$
1,167

1
 %
Net credit losses
$
160

$
173

(8
)%
Credit reserve build (release)
(11
)
(42
)
74

Provision (release) for unfunded lending commitments

2

(100
)
Provisions for credit losses
$
149

$
133

12
 %
Income from continuing operations before taxes
$
324

$
510

(36
)%
Income taxes
109

171

(36
)
Income from continuing operations
$
215

$
339

(37
)%
Noncontrolling interests
1

(5
)
NM

Net income
$
214

$
344

(38
)%
Balance Sheet data (in billions of dollars)






Average assets
$
116

$
115

1
 %
Return on average assets
0.74
%
1.21
%


Efficiency ratio
71
%
64
%
 
Average deposits
$
87.2

$
88.2

(1
)
Net credit losses as a percentage of average loans
0.76
%
0.78
%


Revenue by business
 
 
 
Retail banking
$
1,041

$
1,152

(10
)%
Citi-branded cards
614

658

(7
)
Total
$
1,655

$
1,810

(9
)%
Income from continuing operations by business






Retail banking
$
120

$
221

(46
)%
Citi-branded cards
95

118

(19
)
Total
$
215

$
339

(37
)%

19



FX translation impact



Total revenues—as reported
$
1,655

$
1,810

(9
)%
Impact of FX translation (2)

(78
)


Total revenues—ex-FX (3)
$
1,655

$
1,732

(4
)%
Total operating expenses—as reported
$
1,182

$
1,167

1
 %
Impact of FX translation (2)

(55
)


Total operating expenses—ex-FX (3)
$
1,182

$
1,112

6
 %
Provisions for loan losses—as reported
$
149

$
133

12
 %
Impact of FX translation (2)

(8
)


Provisions for loan losses—ex-FX (3)
$
149

$
125

19
 %
Net income—as reported
$
214

$
344

(38
)%
Impact of FX translation (2)

(4
)


Net income—ex-FX (3)
$
214

$
340

(37
)%

(1)
For reporting purposes, Asia GCB includes the results of operations of EMEA GCB for all periods presented.
(2)
Reflects the impact of FX translation into U.S. dollars at the first quarter of 2016 average exchange rates for all periods presented.
(3)
Presentation of this metric excluding FX translation is a non-GAAP financial measure.
NM
Not meaningful

The discussion of the results of operations for Asia GCB below excludes the impact of FX translation for all periods presented. Presentations of the results of operations, excluding the impact of FX translation, are non-GAAP financial measures. For a reconciliation of certain of these metrics to the reported results, see the table above.

1Q16 vs. 1Q15
Net income decreased 37% due to lower revenues, higher expenses and higher cost of credit.
Revenues decreased 4%, primarily due to a slowdown in investment sales within the wealth management business reflecting lower customer transaction activity as well as the continued, albeit abating, impact of regulatory changes in cards, partially offset by volume growth.
Retail banking revenues decreased 6%, mainly due to the decline in investment sales revenue, particularly in Singapore, Hong Kong, China, India and Taiwan, reflecting the weaker customer sentiment due to slower economic growth and market volatility during the current quarter. This decline in revenues was partially offset by growth in deposit products (3% increase in average deposits).
Cards revenues decreased 2%, primarily due to spread compression reflecting the ongoing impact of regulatory changes, particularly in Singapore, Taiwan, Malaysia, Indonesia, Hong Kong and Australia. Although cards purchase sales growth slowed during the current quarter (3%) due to the market environment, stabilizing payment rates contributed to continued growth in average loans (4%).
Expenses increased 6%, primarily due to repositioning charges in the current quarter, higher investment spending and compensation expense, partially offset by efficiency savings.
Provisions increased 19%, primarily due to a higher net loan loss reserve release in the prior-year period. Overall credit quality remained stable across the region.





20


INSTITUTIONAL CLIENTS GROUP

Institutional Clients Group (ICG) provides corporate, institutional, public sector and high-net-worth clients around the world with a full range of wholesale banking products and services, including fixed income and equity sales and trading, foreign exchange, prime brokerage, derivative services, equity and fixed income research, corporate lending, investment banking and advisory services, private banking, cash management, trade finance and securities services. ICG transacts with clients in both cash instruments and derivatives, including fixed income, foreign currency, equity and commodity products.
ICG revenue is generated primarily from fees and spreads associated with these activities. ICG earns fee income for assisting clients in clearing transactions, providing brokerage and investment banking services and other such activities. Revenue generated from these activities is recorded in Commissions and fees and Investment banking . In addition, as a market maker, ICG facilitates transactions, including holding product inventory to meet client demand, and earns the differential between the price at which it buys and sells the products. These price differentials and the unrealized gains and losses on the inventory are recorded in Principal transactions . Other primarily includes mark-to-market gains and losses on credit derivatives, gains and losses on available-for-sale (AFS) securities and other non-recurring gains and losses. Interest income earned on inventory and loans held less interest paid to customers on deposits is recorded as Net interest revenue . Revenue is also generated from transaction processing and assets under custody and administration.
ICG ’s international presence is supported by trading floors in approximately 80 countries and a proprietary network in over 95 countries and jurisdictions. At March 31, 2016, ICG had approximately $1.3 trillion of assets and $607 billion of deposits, while two of its businesses, securities services and issuer services, managed approximately $14.8 trillion of assets under custody compared to $15.5 trillion at the end of the prior-year period. The decline in assets under custody from the prior-year period was primarily due to the impact of FX translation and a decline in market volumes.
 
First Quarter
% Change
In millions of dollars, except as otherwise noted
2016
2015
Commissions and fees
$
1,003

$
997

1
 %
Administration and other fiduciary fees
597

613

(3
)%
Investment banking
740

1,134

(35
)%
Principal transactions
1,574

2,197

(28
)%
Other (1)
(8
)
257

NM

Total non-interest revenue
$
3,906

$
5,198

(25
)%
Net interest revenue (including dividends)
4,130

3,879

6
 %
Total revenues, net of interest expense
$
8,036

$
9,077

(11
)%
Total operating expenses
$
4,869

$
4,652

5
 %
Net credit losses
$
211

$
(1
)
NM

Credit reserve build
108

119

(9
)%
Provision (release) for unfunded lending commitments
71

(32
)
NM

Provisions for credit losses
$
390

$
86

NM

Income from continuing operations before taxes
$
2,777

$
4,339

(36
)%
Income taxes
818

1,365

(40
)%
Income from continuing operations
$
1,959

$
2,974

(34
)%
Noncontrolling interests
10

35

(71
)%
Net income
$
1,949

$
2,939

(34
)%
Average assets (in billions of dollars)
$
1,271

$
1,279

(1
)%
Return on average assets
0.62
%
0.93
%


Efficiency ratio
61
%
51
%


Revenues by region
 
 


North America
$
3,046

$
3,391

(10
)%
EMEA
2,207

2,900

(24
)%
Latin America
975

991

(2
)%
Asia
1,808

1,795

1
 %
Total
8,036

9,077

(11
)%

21


Income from continuing operations by region
 
 


North America
$
584

$
1,027

(43
)%
EMEA
399

935

(57
)%
Latin America
337

375

(10
)%
Asia
639

637

 %
Total
1,959

2,974

(34
)%
Average loans by region  (in billions of dollars)
 
 


North America
$
129

$
117

10
 %
EMEA
63

60

5
 %
Latin America
43

40

8
 %
Asia
60

62

(3
)%
Total
$
295

$
279

6
 %
EOP deposits by business (in billions of dollars)
 
 
 
Treasury and trade solutions
$
415

$
386

8
 %
All other ICG  businesses
192

185

4
 %
Total
$
607

$
571

6
 %

(1)
First quarter of 2016 includes a charge of approximately $180 million reflecting the write down of virtually all of Citi’s net investment in Venezuela as a result of changes in the exchange rate during the quarter (see “Country Risk” below).
NM Not Meaningful

22


ICG Revenue Details—Excluding CVA/DVA and Gain/(Loss) on Loan Hedges (1)  
 
First Quarter
% Change
In millions of dollars
2016
2015
Investment banking   revenue details
 
 
 
Advisory
$
227

$
295

(23
)%
Equity underwriting
118

231

(49
)
Debt underwriting
530

676

(22
)
Total investment banking
$
875

$
1,202

(27
)%
Treasury and trade solutions
1,951

1,890

3

Corporate lending—excluding gain (loss) on loan hedges (2)
455

476

(4
)
Private bank
746

709

5

Total banking revenues (ex-CVA/DVA and gain (loss) on loan
  hedges) (1)
$
4,027

$
4,277

(6
)%
Corporate lending—gain/(loss) on loan hedges (2)
$
(66
)
$
52

NM

Total banking revenues (ex-CVA/DVA and including gain
  (loss) on loan hedges) (1)
$
3,961

$
4,329

(9
)%
Fixed income markets
$
3,085

$
3,484

(11
)%
Equity markets
706

867

(19
)
Securities services
562

543

3

Other (3)
(278
)
(77
)
NM

Total Markets and securities services  (ex-CVA/DVA) (1)
$
4,075

$
4,817

(15
)%
Total ICG  (ex-CVA/DVA)
$
8,036

$
9,146

(12
)%
CVA/DVA (excluded as applicable in lines above)

(69
)
100
 %
     Fixed income markets

(75
)
100
 %
     Equity markets

3

(100
)
     Private bank

3

(100
)
Total revenues, net of interest expense
$
8,036

$
9,077

(11
)%

(1)
Excludes CVA/DVA in the first quarter of 2015, consistent with previous presentations. For additional information, see Notes 1 and 22 to the Consolidated Financial Statements.
(2)
Hedges on accrual loans reflect the mark-to-market on credit derivatives used to economically hedge the corporate loan accrual portfolio. The fixed premium costs of these hedges are netted against the corporate lending revenues to reflect the cost of credit protection.
(3)
First quarter of 2016 includes a charge of approximately $180 million reflecting the write down of virtually all of Citi’s net investment in Venezuela as a result of changes in the exchange rate during the quarter (see “Country Risk” below).
NM Not meaningful

The discussion of the results of operations for ICG below excludes the impact of CVA/DVA for the first quarter of 2015. Presentations of the results of operations, excluding the impact of CVA/DVA and the impact of gains/(losses) on hedges on accrual loans, are non-GAAP financial measures. For a reconciliation of these metrics to the reported results, see the table above.


23


1Q16 vs. 1Q15
Net income decreased 35%, primarily driven by lower revenues, higher expenses and higher credit costs.

Revenues decreased 12%, reflecting lower revenues in Markets and securities services (decrease of 15%) and lower revenues in Banking (decrease of 9%, decrease of 6% excluding the gains/(losses) on hedges on accrual loans), particularly the market-sensitive businesses of fixed income and equity markets and investment banking. Citi expects revenues in ICG , particularly in its Markets and securities services businesses, will likely continue to reflect the overall market environment.

Within Banking :

Investment banking revenues decreased 27%, largely reflecting an industry-wide slowdown in activity levels, particularly in North America . Advisory revenues decreased 23%, reflecting strong performance in the prior-year period and lower market activity. Equity underwriting revenues decreased 49% driven by the lower market activity and a decline in wallet share resulting from continued share fragmentation. Debt underwriting revenues decreased 22%, primarily due to a 21% decline in market activity.
Treasury and trade solutions revenues increased 3%. Excluding the impact of FX translation, revenues increased 8% as continued growth in deposit balances in EMEA , Asia and Latin America and improved spreads, particularly in North America , were partially offset by continued declines in trade balances and spreads, particularly Asia and EMEA . End-of-period deposit balances increased 8% (also 8% excluding the impact of FX translation), while average trade loans decreased 2% (unchanged excluding the impact of FX translation), as the business maintained origination volumes while reducing lower spread assets and increasing asset sales to optimize returns.
Corporate lending revenues decreased 26%. Excluding the impact of gains/(losses) on hedges on accrual loans, revenues decreased 4%. Excluding the impact of FX translation and gains/(losses) on hedges on accrual loans, revenues decreased 2% as the absence of positive mark-to-market adjustments compared to the prior-year period was partially offset by continued growth in average loan balances.
Private bank revenues increased 5%, reflecting strength in North America and EMEA , primarily due to growth in loan volumes and deposit balances, partially offset by lower capital markets activity, particularly in Asia .

 
Within Markets and securities services :

Fixed income markets revenues decreased 11%, driven by EMEA , primarily due to lower activity levels and a less favorable environment due to macroeconomic uncertainty. The decrease in revenues resulted from a decline in spread products revenues (credit markets and securitized markets, partially offset by municipals), as well as lower commodities revenues. This decline was partially offset by continued strength in rates and currencies revenues (increase of 5%), particularly during the latter part of the current quarter, due to higher revenues in overall G10 products, partially offset by local markets.
Equity markets revenues decreased 19%, driven by North America , EMEA and Asia , primarily reflecting the impact of lower volumes in cash equities as well as weaker trading performance in derivatives, partially offset by strength in prime finance.
Securities services revenues increased 3%, primarily reflecting a modest gain on sale of a private equity fund services business, partially offset by the impact of FX translation.

Expenses increased 5% as higher legal and related costs and repositioning charges, investment spending and regulatory and compliance costs were partially offset by lower compensation expense and the impact of FX translation.
Provisions increased $304 million to $390 million, primarily reflecting net credit losses of $211 million (negative $1 million in the prior-year period) and a net loan loss reserve build of $179 million ($87 million in the period-year period). This higher cost of credit included approximately $115 million of net credit losses and an approximately $260 million net loan loss reserve build related to energy and energy-related exposures, largely due to continued low oil prices in the current quarter as well as the impact of regulatory guidance. (For additional information on Citi’s corporate energy and energy-related exposures, see “Credit Risk—Corporate Credit” below.)
Cost of credit in ICG during the remainder of 2016 will largely depend on the price of oil and other commodity prices, any additional potential impact of regulatory guidance as well as macroeconomic conditions. To the extent oil prices remain low, or deteriorate further, ICG expects to incur additional loan loss reserve builds and net credit losses in its corporate energy and energy-related portfolios, which would likely be significant, and Citi’s corporate non-accrual loans would be negatively impacted. Such events as well as macroeconomic conditions would also negatively impact Citi’s other corporate credit portfolios.





24



CORPORATE/OTHER
Corporate/Other includes certain unallocated costs of global staff functions (including finance, risk, human resources, legal and compliance), other corporate expenses and unallocated global operations and technology expenses, Corporate Treasury and discontinued operations. At March 31, 2016, Corporate/Other had $51 billion of assets, or 3% of Citigroup’s total assets.

 
First Quarter
%
Change
In millions of dollars
2016
2015
Net interest revenue
$
94

$
(27
)
NM

Non-interest revenue
180

239

(25
)
Total revenues, net of interest expense
$
274

$
212

29
 %
Total operating expenses
$
418

$
542

(23
)%
Provisions for loan losses and for benefits and claims


 %
Loss from continuing operations before taxes
$
(144
)
$
(330
)
56
 %
Income taxes (benefits)
(115
)
(311
)
63
 %
Income (loss) from continuing operations
$
(29
)
$
(19
)
(53
)%
Income (loss) from discontinued operations, net of taxes
(2
)
(5
)
60
 %
Net income (loss) before attribution of noncontrolling interests
$
(31
)
$
(24
)
(29
)%
Noncontrolling interests
(8
)
10

NM

Net income (loss)
$
(23
)
$
(34
)
32
 %
NM Not meaningful

1Q16 vs. 1Q15
The net loss was $23 million, compared to a net loss of $34 million in the prior-year period, largely reflecting lower expenses and higher revenues.
Revenues increased 29%, primarily due to higher investment income.
Expenses decreased 23%, largely driven by lower legal and related expenses and the impact of FX translation, partially offset by higher repositioning charges and higher regulatory and compliance costs.






25



CITI HOLDINGS
Citi Holdings contains the remaining businesses and portfolios of assets that Citigroup has determined are not central to its core Citicorp businesses. Consistent with this determination, as of the first quarter of 2016, Citi’s consumer businesses in Argentina, Brazil and Colombia are reported as part of Citi Holdings for all periods.
As of March 31, 2016, Citi Holdings assets were approximately $73 billion, a decrease of 44% year-over-year and 10% from December 31, 2015. The decline in assets of $8 billion from December 31, 2015 primarily consisted of divestitures and run-off. As of March 31, 2016, Citi had signed agreements to reduce Citi Holdings GAAP assets by an additional $10 billion, the significant majority of which are expected to be completed during the remainder of 2016, subject to regulatory approvals and other closing conditions.
Also as of March 31, 2016, consumer assets in Citi Holdings were approximately $62 billion, or approximately 85% of Citi Holdings assets. Of the consumer assets, approximately $36 billion, or 58%, consisted of North America mortgages (residential first mortgages and home equity loans). As of March 31, 2016, Citi Holdings represented approximately 4% of Citi’s GAAP assets and 11% of its risk-weighted assets under Basel III (based on the Advanced Approaches for determining risk-weighted assets).
 
First Quarter
% Change
In millions of dollars, except as otherwise noted
2016
2015
Net interest revenue
$
597

$
1,259

(53
)%
Non-interest revenue
878

886

(1
)
Total revenues, net of interest expense
$
1,475

$
2,145

(31
)%
Provisions for credit losses and for benefits and claims
 
 


Net credit losses
$
143

$
469

(70
)%
Credit reserve release
(31
)
(172
)
82

Provision for loan losses
$
112

$
297

(62
)%
Provision for benefits and claims
60

169

(64
)
Release for unfunded lending commitments
(2
)
(5
)
60

Total provisions for credit losses and for benefits and claims
$
170

$
461

(63
)%
Total operating expenses
$
828

$
1,385

(40
)%
Income from continuing operations before taxes
$
477

$
299

60
 %
Income taxes
130

149

(13
)
Income from continuing operations
$
347

$
150

NM

Noncontrolling interests
1

1

 %
Net income
$
346

$
149

NM

Total revenues, net of interest expense (excluding CVA/DVA) (1)






Total revenues—as reported
$
1,475

$
2,145

(31
)%
     CVA/DVA

(4
)
100

Total revenues-excluding CVA/DVA (1)
$
1,475

$
2,149

(31
)%
Balance sheet data (in billions of dollars)
 
 
 
Average assets
$
78

$
134

(42
)%
Return on average assets
1.78
%
0.45
%
 
Efficiency ratio
56
%
65
%
 
Total EOP assets
$
73

$
130

(44
)%
Total EOP loans
45

67

(32
)
Total EOP deposits
9

16

(42
)

(1)
Excludes CVA/DVA in the first quarter of 2015, consistent with previous presentations. For additional information, see Notes 1 and 22 to the Consolidated Financial Statements.
NM Not meaningful


26



The discussion of the results of operations for Citi Holdings below excludes the impact of CVA/DVA for the first quarter of 2015. Presentations of the results of operations, excluding the impact of CVA/DVA, are non-GAAP financial measures. For a reconciliation of these metrics to the reported results, see the table above.

1Q16 vs. 1Q15
Net income was $346 million, compared to $152 million in the prior-year period, primarily due to lower expenses and lower net credit losses, partially offset by lower revenues and a lower net loan loss reserve release. Given the significant asset sales and declines in overall Citi Holdings’ assets to date, as well as the higher level of net gains from asset sales in the current quarter (see below), Citi Holdings does not expect to generate the same level of net income as in the current quarter and expects to largely “break even” during the remainder of 2016.
Revenues decreased 31%, primarily driven by the overall wind-down of the portfolio, partially offset by higher net gains on asset sales in the current quarter.
Expenses declined 40%, primarily due to the ongoing decline in assets and lower legal and related costs, partially offset by higher repositioning costs.
Provisions decreased 63%, driven by lower net credit losses, partially offset by a lower net loss reserve release. Net credit losses declined 70%, primarily due to overall lower asset levels as well as continued improvements in North America mortgages. The net reserve release decreased 81% to $33 million, primarily due to the impact of asset sales.




27



OFF-BALANCE SHEET ARRANGEMENTS

The table below shows where a discussion of Citi’s various off-balance sheet arrangements may be found in this Form 10-Q. For additional information on Citi’s off-balance sheet arrangements, see “Off-Balance Sheet Arrangements” and Notes 1, 22 and 27 to the Consolidated Financial Statements in Citigroup’s 2015 Annual Report on Form 10-K.

Types of Off-Balance Sheet Arrangements Disclosures in this Form  10-Q
Variable interests and other obligations, including contingent obligations, arising from variable interests in nonconsolidated VIEs
See Note 20 to the Consolidated Financial Statements.
Letters of credit, and lending and other commitments
See Note 24 to the Consolidated Financial Statements.
Guarantees
See Note 24 to the Consolidated Financial Statements.


28



CAPITAL RESOURCES
Overview
Capital is used principally to support assets in Citi’s businesses and to absorb credit, market, and operational losses. Citi primarily generates capital through earnings from its operating businesses. Citi may augment its capital through issuances of common stock, noncumulative perpetual preferred stock and equity issued through awards under employee benefit plans, among other issuances. During the first quarter of 2016, Citi continued to raise capital through a noncumulative perpetual preferred stock issuance amounting to approximately $1.0 billion, resulting in a total of approximately $17.8 billion outstanding as of March 31, 2016 . In addition, during the first quarter of 2016, Citi returned a total of approximately $1.5 billion of capital to common shareholders in the form of share repurchases (approximately 31 million common shares) and dividends.
Further, Citi’s capital levels may also be affected by changes in accounting and regulatory standards as well as the impact of future events on Citi’s business results, such as corporate and asset dispositions.

Capital Management
Citigroup’s capital management framework is designed to ensure that Citigroup and its principal subsidiaries maintain sufficient capital consistent with each entity’s respective risk profile, management targets, and all applicable regulatory standards and guidelines. For additional information regarding Citi’s capital management, see “Capital Resources—Capital Management” in Citigroup’s 2015 Annual Report on Form 10-K.

Capital Planning and Stress Testing
Citi is subject to an annual assessment by the Federal Reserve Board as to whether Citi has effective capital planning processes as well as sufficient regulatory capital to absorb losses during stressful economic and financial conditions, while also meeting obligations to creditors and counterparties and continuing to serve as a credit intermediary. This annual assessment includes two related programs: The Comprehensive Capital Analysis and Review (CCAR) and Dodd-Frank Act Stress Testing (DFAST). For additional information regarding Citi’s capital planning and stress testing, see “Capital Resources—Current Regulatory Capital Standards— Capital Planning and Stress Testing” and “Risk Factors—Regulatory Risks” in Citigroup’s 2015 Annual Report on Form 10-K.

 
Current Regulatory Capital Standards
Citi is subject to regulatory capital standards issued by the Federal Reserve Board which constitute the U.S. Basel III rules. These rules establish an integrated capital adequacy framework, encompassing both risk-based capital ratios and leverage ratios. For additional information regarding the risk-based capital ratios, Tier 1 Leverage ratio, and Supplementary Leverage ratio, see “Capital Resources—Current Regulatory Capital Standards” in Citigroup’s 2015 Annual Report on Form 10-K.

GSIB Surcharge
The Federal Reserve Board also adopted a rule which imposes a risk-based capital surcharge upon U.S. bank holding companies that are identified as global systemically
important bank holding companies (GSIBs), including Citi. GSIB surcharges under the rule initially range from 1.0% to 4.5% of total risk-weighted assets. Citi’s initial GSIB surcharge effective January 1, 2016 is 3.5%. However, Citi’s efforts in addressing quantitative measures of its systemic importance have resulted in a reduction of Citi’s estimated GSIB surcharge to 3%, effective January 1, 2017. For additional information regarding the identification of a GSIB and the methodology for annually determining the GSIB surcharge, see “Capital Resources—Current Regulatory Capital Standards—GSIB Surcharge” in Citigroup’s 2015 Annual Report on Form 10-K.

Transition Provisions
The U.S. Basel III rules contain several differing, largely multi-year transition provisions (i.e., “phase-ins” and “phase-outs”). Citi considers all of these transition provisions as being fully implemented on January 1, 2019 (full implementation). For additional information regarding the transition provisions under the U.S. Basel III rules, including with respect to the GSIB surcharge, see “Capital Resources—Current Regulatory Capital Standards—Transition Provisions” in Citigroup’s 2015 Annual Report on Form 10-K.



















29



Citigroup’s Capital Resources Under Current Regulatory Standards
During 2015 and thereafter, Citi is required to maintain stated minimum Common Equity Tier 1 Capital, Tier 1 Capital and Total Capital ratios of 4.5%, 6% and 8%, respectively. Citi’s effective minimum Common Equity Tier 1 Capital, Tier 1 Capital and Total Capital ratios during 2016, inclusive of the 25% phase-in of both the 2.5% Capital Conservation Buffer and 3.5% GSIB surcharge (all of which is to be composed of Common Equity Tier 1 Capital), are 6%, 7.5%, and 9.5%, respectively. Citi’s effective and stated minimum Common Equity Tier 1 Capital, Tier 1 Capital and Total Capital ratios during 2015 were equivalent at 4.5%, 6%, and 8%, respectively.
 
Furthermore, to be “well capitalized” under current federal bank regulatory agency definitions, a bank holding
company must have a Tier 1 Capital ratio of at least 6%, a Total Capital ratio of at least 10%, and not be subject to a Federal Reserve Board directive to maintain higher capital levels.
The following table sets forth the capital tiers, total risk-weighted assets, risk-based capital ratios, quarterly adjusted average total assets, Total Leverage Exposure and leverage ratios under current regulatory standards (reflecting Basel III Transition Arrangements) for Citi as of March 31, 2016 and December 31, 2015 .


Citigroup Capital Components and Ratios Under Current Regulatory Standards (Basel III Transition Arrangements)
 
March 31, 2016
 
December 31, 2015
In millions of dollars, except ratios
Advanced Approaches
Standardized Approach
 
Advanced Approaches
Standardized Approach
Common Equity Tier 1 Capital
$
169,924

$
169,924

 
$
173,862

$
173,862

Tier 1 Capital
178,091

178,091

 
176,420

176,420

Total Capital (Tier 1 Capital + Tier 2 Capital) (1)
201,658

214,472

 
198,746

211,115

Total Risk-Weighted Assets
1,210,107

1,148,945

 
1,190,853

1,138,711

Common Equity Tier 1 Capital ratio (2)
14.04
%
14.79
%
 
14.60
%
15.27
%
Tier 1 Capital ratio (2)
14.72

15.50

 
14.81

15.49

Total Capital ratio (2)
16.66

18.67

 
16.69

18.54

In millions of dollars, except ratios
March 31, 2016
 
December 31, 2015
Quarterly Adjusted Average Total Assets (3)
 
$
1,724,940

 
 
$
1,732,933

Total Leverage Exposure (4)  
 
2,305,454

 
 
2,326,072

Tier 1 Leverage ratio
 
10.32
%
 
 
10.18
%
Supplementary Leverage ratio
 
7.72

 
 
7.58


(1)
Under the Advanced Approaches framework eligible credit reserves that exceed expected credit losses are eligible for inclusion in Tier 2 Capital to the extent the excess reserves do not exceed 0.6% of credit risk-weighted assets, which differs from the Standardized Approach in which the allowance for credit losses is eligible for inclusion in Tier 2 Capital up to 1.25% of credit risk-weighted assets, with any excess allowance for credit losses being deducted in arriving at credit risk-weighted assets.
(2)
As of March 31, 2016 and December 31, 2015 , Citi’s reportable Common Equity Tier 1 Capital, Tier 1 Capital, and Total Capital ratios were the lower derived under the Basel III Advanced Approaches framework.
(3)
Tier 1 Leverage ratio denominator.
(4)
Supplementary Leverage ratio denominator.

As indicated in the table above, Citigroup’s capital ratios at March 31, 2016 were in excess of the stated and effective minimum requirements under the U.S. Basel III rules. In addition, Citi was also “well capitalized” under current federal bank regulatory agency definitions as of March 31, 2016 .





30



Components of Citigroup Capital Under Current Regulatory Standards
(Basel III Advanced Approaches with Transition Arrangements)
In millions of dollars
March 31,
2016
December 31, 2015
Common Equity Tier 1 Capital
 
 
Citigroup common stockholders’ equity (1)
$
209,947

$
205,286

Add: Qualifying noncontrolling interests
297

369

Regulatory Capital Adjustments and Deductions:
 
 
Less: Net unrealized gains (losses) on securities AFS, net of tax (2)(3)
451

(544
)
Less: Defined benefit plans liability adjustment, net of tax (3)
(2,232
)
(3,070
)
Less: Accumulated net unrealized losses on cash flow hedges, net of tax (4)
(300
)
(617
)
Less: Cumulative unrealized net gain related to changes in fair value of financial liabilities
   attributable to own creditworthiness, net of tax (3)(5)
337

176

Less: Intangible assets:
 
 
   Goodwill, net of related deferred tax liabilities (DTLs) (6)
21,935

21,980

Identifiable intangible assets other than mortgage servicing rights (MSRs), net of related
   DTLs (3)
1,999

1,434

Less: Defined benefit pension plan net assets (3)
522

318

Less: Deferred tax assets (DTAs) arising from net operating loss, foreign tax credit and general
   business credit carry-forwards (3)(7)
14,048

9,464

Less: Excess over 10%/15% limitations for other DTAs, certain common stock investments,
  and MSRs (3)(7)(8)
3,560

2,652

Total Common Equity Tier 1 Capital
$
169,924

$
173,862

Additional Tier 1 Capital
 
 
Qualifying perpetual preferred stock (1)
$
17,575

$
16,571

Qualifying trust preferred securities (9)
1,366

1,707

Qualifying noncontrolling interests
18

12

Regulatory Capital Adjustment and Deductions:
 
 
Less: Cumulative unrealized net gain related to changes in fair value of financial liabilities
   attributable to own creditworthiness, net of tax (3)(5)
225

265

Less: Minimum regulatory capital requirements of insurance underwriting subsidiaries (10)
228

229

Less: Defined benefit pension plan net assets (3)
348

476

Less: DTAs arising from net operating loss, foreign tax credit and general
   business credit carry-forwards (3)(7)
9,366

14,195

Less: Permitted ownership interests in covered funds (11)
625

567

Total Additional Tier 1 Capital
$
8,167

$
2,558

Total Tier 1 Capital (Common Equity Tier 1 Capital + Additional Tier 1 Capital)
$
178,091

$
176,420

Tier 2 Capital
 
 
Qualifying subordinated debt (12)
$
22,664

$
21,370

Qualifying trust preferred securities (9)
337


Qualifying noncontrolling interests
25

17

Excess of eligible credit reserves over expected credit losses (13)
766

1,163

Regulatory Capital Adjustment and Deduction:
 
 
Add: Unrealized gains on AFS equity exposures includable in Tier 2 Capital
3

5

Less: Minimum regulatory capital requirements of insurance underwriting subsidiaries (10)
228

229

Total Tier 2 Capital
$
23,567

$
22,326

Total Capital (Tier 1 Capital + Tier 2 Capital)
$
201,658

$
198,746


31



Citigroup Risk-Weighted Assets Under Current Regulatory Standards
(Basel III Advanced Approaches with Transition Arrangements)
In millions of dollars
March 31,
2016
December 31, 2015
Credit Risk (14)
$
807,758

$
791,036

Market Risk
77,349

74,817

Operational Risk
325,000

325,000

Total Risk-Weighted Assets
$
1,210,107

$
1,190,853


(1)
Issuance costs of $178 million and $147 million related to preferred stock outstanding at March 31, 2016 and December 31, 2015 , respectively, are excluded from common stockholders’ equity and netted against preferred stock in accordance with Federal Reserve Board regulatory reporting requirements, which differ from those under U.S. GAAP.
(2)
In addition, includes the net amount of unamortized loss on HTM securities. This amount relates to securities that were previously transferred from AFS to HTM, and non-credit related factors such as changes in interest rates and liquidity spreads for HTM securities with other-than-temporary impairment.
(3)
The transition arrangements for significant regulatory capital adjustments and deductions impacting Common Equity Tier 1 Capital and/or Additional Tier 1 Capital are set forth in the chart entitled “Basel III Transition Arrangements: Significant Regulatory Capital Adjustments and Deductions”, as presented in Citigroup’s 2015 Annual Report on Form 10-K.
(4)
Common Equity Tier 1 Capital is adjusted for accumulated net unrealized gains (losses) on cash flow hedges included in AOCI that relate to the hedging of items not recognized at fair value on the balance sheet.
(5)
The cumulative impact of changes in Citigroup’s own creditworthiness in valuing liabilities for which the fair value option has been elected and own-credit valuation adjustments on derivatives are excluded from Common Equity Tier 1 Capital, in accordance with the U.S. Basel III rules.
(6)
Includes goodwill “embedded” in the valuation of significant common stock investments in unconsolidated financial institutions.
(7)
Of Citi’s approximately $46.3 billion of net DTAs at March 31, 2016 , approximately $21.0 billion of such assets were includable in regulatory capital pursuant to the U.S. Basel III rules, while approximately $25.3 billion of such assets were excluded in arriving at regulatory capital. Comprising the excluded net DTAs was an aggregate of approximately $27.0 billion of net DTAs arising from net operating loss, foreign tax credit and general business credit carry-forwards as well as temporary differences, of which $17.6 billion were deducted from Common Equity Tier 1 Capital and $9.4 billion were deducted from Additional Tier 1 Capital. Serving to reduce the approximately $27.0 billion of aggregate excluded net DTAs was approximately $1.7 billion of net DTLs primarily associated with goodwill and certain other intangible assets. Separately, under the U.S. Basel III rules, goodwill and these other intangible assets are deducted net of associated DTLs in arriving at Common Equity Tier 1 Capital.
(8)
Assets subject to 10%/15% limitations include MSRs, DTAs arising from temporary differences and significant common stock investments in unconsolidated financial institutions. At March 31, 2016 and December 31, 2015, the deduction related only to DTAs arising from temporary differences that exceeded the 10% limitation.
(9)
Represents Citigroup Capital XIII trust preferred securities, which are permanently grandfathered as Tier 1 Capital under the U.S. Basel III rules, as well as non-grandfathered trust preferred securities which are eligible for inclusion in Tier 1 Capital during 2015 in an amount up to 25% of the aggregate outstanding principal amounts of such issuances as of January 1, 2014. The remaining 75% of non-grandfathered trust preferred securities are eligible for inclusion in Tier 2 Capital during 2015 in accordance with the transition arrangements for non-qualifying capital instruments under the U.S. Basel III rules. As of December 31, 2015, however, the entire amount of non-grandfathered trust preferred securities was included within Tier 1 Capital, as the amounts outstanding did not exceed the respective threshold for exclusion from Tier 1 Capital. Effective January 1, 2016, non-grandfathered trust preferred securities are not eligible for inclusion in Tier 1 Capital, but are eligible for inclusion in Tier 2 Capital subject to full phase-out by January 1, 2022. During 2016, non-grandfathered trust preferred securities are eligible for inclusion in Tier 2 Capital in an amount up to 60% of the aggregate outstanding principal amounts of such issuances as of January 1, 2014.
(10)
50% of the minimum regulatory capital requirements of insurance underwriting subsidiaries must be deducted from each of Tier 1 Capital and Tier 2 Capital.
(11)
Effective July 2015, banking entities are required to be in compliance with the so-called “Volcker Rule” of the Dodd-Frank Act that prohibits conducting certain proprietary investment activities and limits their ownership of, and relationships with, covered funds. Accordingly, Citi is required by the “Volcker Rule” to deduct from Tier 1 Capital all permitted ownership interests in covered funds that were acquired after December 31, 2013.
(12)
Under the transition arrangements of the U.S. Basel III rules, non-qualifying subordinated debt issuances which consist of those with a fixed-to-floating rate step-up feature where the call/step-up date has not passed are eligible for inclusion in Tier 2 Capital during 2015 up to 25% of the aggregate outstanding principal amounts of such issuances as of January 1, 2014. Effective January 1, 2016, non-qualifying subordinated debt issuances are not eligible for inclusion in Tier 2 Capital.
(13)
Advanced Approaches banking organizations are permitted to include in Tier 2 Capital eligible credit reserves that exceed expected credit losses to the extent that the excess reserves do not exceed 0.6% of credit risk-weighted assets.
(14)
Under the U.S. Basel III rules, credit risk-weighted assets during the transition period reflect the effects of transitional arrangements related to regulatory capital adjustments and deductions and, as a result, will differ from credit risk-weighted assets derived under full implementation of the rules.

32



Citigroup Capital Rollforward Under Current Regulatory Standards
(Basel III Advanced Approaches with Transition Arrangements)
In millions of dollars
Three Months Ended 
 March 31, 2016
Common Equity Tier 1 Capital
 
Balance, beginning of period
$
173,862

Net income
3,501

Common and preferred dividends declared
(359
)
Net increase in treasury stock
(547
)
Net decrease in common stock and additional paid-in capital (1)
(667
)
Net increase in foreign currency translation adjustment net of hedges, net of tax
654

Net increase in unrealized gains on securities AFS, net of tax (2)
1,039

Net increase in defined benefit plans liability adjustment, net of tax (2)
(1,303
)
Net change in adjustment related to changes in fair value of financial liabilities attributable to
    own creditworthiness, net of tax
32

Net decrease in goodwill, net of related deferred tax liabilities (DTLs)
45

Net increase in identifiable intangible assets other than mortgage servicing rights (MSRs),
    net of related DTLs
(565
)
Net increase in defined benefit pension plan net assets
(204
)
Net increase in deferred tax assets (DTAs) arising from net operating loss, foreign
    tax credit and general business credit carry-forwards
(4,584
)
Net increase in excess over 10%/15% limitations for other DTAs, certain common stock
    investments and MSRs
(908
)
Other
(72
)
Net decrease in Common Equity Tier 1 Capital
$
(3,938
)
Common Equity Tier 1 Capital Balance, end of period
$
169,924

Additional Tier 1 Capital
 
Balance, beginning of period
$
2,558

Net increase in qualifying perpetual preferred stock (3)
1,004

Net decrease in qualifying trust preferred securities
(341
)
Net change in adjustment related to changes in fair value of financial liabilities attributable to
    own creditworthiness, net of tax
40

Net decrease in defined benefit pension plan net assets
128

Net decrease in DTAs arising from net operating loss, foreign tax credit and general
    business credit carry-forwards
4,829

Net increase in permitted ownership interests in covered funds
(58
)
Other
7

Net increase in Additional Tier 1 Capital
$
5,609

Tier 1 Capital Balance, end of period
$
178,091

Tier 2 Capital
 
Balance, beginning of period
$
22,326

Net increase in qualifying subordinated debt
1,294

Net increase in qualifying trust preferred securities
337

Net decrease in excess of eligible credit reserves over expected credit losses
(397
)
Other
7

Net increase in Tier 2 Capital
$
1,241

Tier 2 Capital Balance, end of period
$
23,567

Total Capital (Tier 1 Capital + Tier 2 Capital)
$
201,658


(1)
Issuance costs of $31 million related to preferred stock issued during the three months ended March 31, 2016 are excluded from common stockholders’ equity and netted against preferred stock in accordance with Federal Reserve Board regulatory reporting requirements, which differ from those under U.S. GAAP.
(2)
Presented net of the impact of transition arrangements related to unrealized gains (losses) on securities AFS and defined benefit plans liability adjustment under the U.S. Basel III rules.
(3)
Citi issued approximately $1.0 billion of qualifying perpetual preferred stock during the three months ended March 31, 2016 , which was partially offset by the netting of issuance costs of $31 million.


33



Citigroup Risk-Weighted Assets Rollforward Under Current Regulatory Standards
(Basel III Advanced Approaches with Transition Arrangements)
In millions of dollars
Three Months Ended 
 March 31, 2016
 Total Risk-Weighted Assets, beginning of period
$
1,190,853

Changes in Credit Risk-Weighted Assets
 
Net decrease in retail exposures (1)
(7,914
)
Net increase in wholesale exposures (2)
2,389

Net increase in repo-style transactions (3)
3,853

Net increase in securitization exposures
1,686

Net increase in equity exposures
591

Net increase in over-the-counter (OTC) derivatives (4)
7,538

Net increase in derivatives CVA (5)
10,920

Net decrease in other exposures (6)
(2,669
)
Net increase in supervisory 6% multiplier (7)
328

Net increase in Credit Risk-Weighted Assets
$
16,722

Changes in Market Risk-Weighted Assets
 
Net increase in risk levels (8)
$
5,304

Net decrease due to model and methodology updates (9)
(2,772
)
Net increase in Market Risk-Weighted Assets
$
2,532

Net change in Operational Risk-Weighted Assets
$

Total Risk-Weighted Assets, end of period
$
1,210,107


(1)
Retail exposures decreased during the three months ended March 31, 2016 primarily due to reductions in cards exposures attributable to seasonal holiday spending repayments, residential mortgage sales and runoffs, and divestitures within the Citi Holdings portfolio, partially offset by an increase in other retail exposures.
(2)
Wholesale exposures increased during the three months ended March 31, 2016 primarily due to an increase in loans held for sale and the impact of FX translation, partially offset by a decrease in commitments.
(3)
Repo-style transactions increased during the three month ended March 31, 2016 primarily driven by market related movements and model enhancements.
(4)
OTC derivatives increased during the three months ended March 31, 2016 primarily driven by an increase in exposures and volatility, as well as model enhancements.
(5)
Derivatives CVA increased during the three months ended March 31, 2016 primarily driven by increased volatility and model enhancements.
(6)
Other exposures include cleared transactions, unsettled transactions, assets other than those reportable in specific exposure categories and non-material portfolios.
(7)
Supervisory 6% multiplier does not apply to derivatives CVA.
(8)
Risk levels increased during the three months ended March 31, 2016 primarily due to an increase in exposure levels subject to Value at Risk and Stressed Value at Risk as well as an increase in assets subject to standard specific risk charges, partially offset by a reduction in positions subject to securitization charges and the ongoing assessment regarding the applicability of the market risk capital rules to certain securitization positions.
(9)
Risk-weighted assets declined during the three months ended March 31, 2016 due to updated model volatility inputs. 
  


34



Capital Resources of Citigroup’s Subsidiary U.S. Depository Institutions Under Current Regulatory Standards
Citigroup’s subsidiary U.S. depository institutions are also subject to regulatory capital standards issued by their respective primary federal bank regulatory agencies, which are similar to the standards of the Federal Reserve Board.
During 2016, Citi’s primary subsidiary U.S. depository institution, Citibank, is subject to effective minimum Common Equity Tier 1 Capital, Tier 1 Capital and Total Capital ratios, inclusive of the 25% phase-in of the 2.5% Capital Conservation Buffer, of 5.125%, 6.625% and
 
8.625%, respectively. Citibank’s effective and stated minimum Common Equity Tier 1 Capital, Tier 1 Capital and Total Capital ratios during 2015 were equivalent at 4.5%, 6%, and 8%, respectively.
The following table sets forth the capital tiers, total risk-weighted assets, risk-based capital ratios, quarterly adjusted average total assets, Total Leverage Exposure and leverage ratios under current regulatory standards (reflecting Basel III Transition Arrangements) for Citibank, Citi’s primary subsidiary U.S. depository institution, as of March 31, 2016 and December 31, 2015 .

Citibank Capital Components and Ratios Under Current Regulatory Standards (Basel III Transition Arrangements)
 
March 31, 2016
 
December 31, 2015
In millions of dollars, except ratios
Advanced Approaches
Standardized Approach
 
Advanced Approaches
Standardized Approach
Common Equity Tier 1 Capital
$
128,899

$
128,899

 
$
127,323

$
127,323

Tier 1 Capital
128,899

128,899

 
127,323

127,323

Total Capital (Tier 1 Capital + Tier 2 Capital) (1)
140,163

151,413

 
138,762

149,749

Total Risk-Weighted Assets
920,220

1,007,790

 
898,769

999,014

Common Equity Tier 1 Capital ratio (2)(3)
14.01
%
12.79
%
 
14.17
%
12.74
%
Tier 1 Capital ratio (2)(3)
14.01

12.79

 
14.17

12.74

Total Capital ratio (2)(3)
15.23

15.02

 
15.44

14.99

In millions of dollars, except ratios
March 31, 2016
 
December 31, 2015
Quarterly Adjusted Average Total Assets (4)
 
$
1,305,264

 
 
$
1,298,560

Total Leverage Exposure (5)  
 
1,841,046

 
 
1,838,941

Tier 1 Leverage ratio (3)
 
9.88
%
 
 
9.80
%
Supplementary Leverage ratio
 
7.00

 
 
6.92


(1)
Under the Advanced Approaches framework eligible credit reserves that exceed expected credit losses are eligible for inclusion in Tier 2 Capital to the extent the excess reserves do not exceed 0.6% of credit risk-weighted assets, which differs from the Standardized Approach in which the allowance for credit losses is eligible for inclusion in Tier 2 Capital up to 1.25% of credit risk-weighted assets, with any excess allowance for credit losses being deducted in arriving at credit risk-weighted assets.
(2)
As of March 31, 2016 and December 31, 2015, Citibank’s reportable Common Equity Tier 1 Capital, Tier 1 Capital, and Total Capital ratios were the lower derived under the Basel III Standardized Approach framework.
(3)
Beginning January 1, 2015, Citibank must maintain minimum Common Equity Tier 1 Capital, Tier 1 Capital, Total Capital, and Tier 1 Leverage ratios of 6.5%, 8%, 10% and 5%, respectively, to be considered “well capitalized” under the revised Prompt Corrective Action (PCA) regulations applicable to insured depository institutions as established by the U.S. Basel III rules. For additional information, see “Capital Resources—Current Regulatory Capital Standards—Prompt Corrective Action Framework” in Citigroup’s 2015 Annual Report on Form 10-K.
(4)
Tier 1 Leverage ratio denominator.
(5)
Supplementary Leverage ratio denominator.

As indicated in the table above, Citibank’s capital ratios at March 31, 2016 were in excess of the stated and effective minimum requirements under the U.S. Basel III rules. In addition, Citibank was also “well capitalized” as of
March 31, 2016 under the revised PCA regulations which became effective January 1, 2015.



35



Impact of Changes on Citigroup and Citibank Capital Ratios Under Current Regulatory Capital Standards
The following tables present the estimated sensitivity of Citigroup’s and Citibank’s capital ratios to changes of $100 million in Common Equity Tier 1 Capital, Tier 1 Capital and Total Capital (numerator), and changes of $1 billion in
Advanced Approaches and Standardized Approach risk-weighted assets, quarterly adjusted average total assets, as well as Total Leverage Exposure (denominator), under current regulatory capital standards (reflecting Basel III
 
Transition Arrangements), as of March 31, 2016 . This information is provided for the purpose of analyzing the impact that a change in Citigroup’s or Citibank’s financial position or results of operations could have on these ratios. These sensitivities only consider a single change to either a component of capital, risk-weighted assets, quarterly adjusted average total assets, or Total Leverage Exposure. Accordingly, an event that affects more than one factor may have a larger basis point impact than is
reflected in these tables.


Impact of Changes on Citigroup and Citibank Risk-Based Capital Ratios (Basel III Transition Arrangements)
 
Common Equity
Tier 1 Capital ratio
Tier 1 Capital ratio
Total Capital ratio
In basis points
Impact of
$100 million
change in
Common Equity
Tier 1 Capital
Impact of
$1 billion
change in risk-
weighted assets
Impact of
$100 million
change in
Tier 1 Capital
Impact of
$1 billion
change in risk-
weighted assets
Impact of
$100 million
change in
Total Capital
Impact of
$1 billion
change in risk-
weighted assets
Citigroup
 
 
 
 
 
 
Advanced Approaches
0.8
1.2
0.8
1.2
0.8
1.4
Standardized Approach
0.9
1.3
0.9
1.4
0.9
1.6
Citibank
 
 
 
 
 
 
Advanced Approaches
1.1
1.5
1.1
1.5
1.1
1.7
Standardized Approach
1.0
1.3
1.0
1.3
1.0
1.5

Impact of Changes on Citigroup and Citibank Leverage Ratios (Basel III Transition Arrangements)
 
Tier 1 Leverage ratio
Supplementary Leverage ratio
In basis points
Impact of
$100 million
change in
Tier 1 Capital
Impact of
$1 billion
change in quarterly adjusted average total assets
Impact of
$100 million
change in
Tier 1 Capital
Impact of
$1 billion
change in Total Leverage Exposure
Citigroup
0.6
0.6
0.4
0.3
Citibank
0.8
0.8
0.5
0.4

Citigroup Broker-Dealer Subsidiaries
At March 31, 2016 , Citigroup Global Markets Inc., a U.S. broker-dealer registered with the SEC that is an indirect wholly owned subsidiary of Citigroup, had net capital, computed in accordance with the SEC’s net capital rule, of approximately $7.0 billion, which exceeded the minimum requirement by approximately $5.6 billion.
Moreover, Citigroup Global Markets Limited, a broker-dealer registered with the United Kingdom’s Prudential Regulation Authority (PRA) that is also an indirect wholly owned subsidiary of Citigroup, had total capital of $17.8 billion at March 31, 2016, which exceeded
 
the PRA's minimum regulatory capital requirements.




In addition, certain of Citi’s other broker-dealer
subsidiaries are subject to regulation in the countries in which they do business, including requirements to maintain specified levels of net capital or its equivalent. Citigroup’s other broker-dealer subsidiaries were in compliance with
their capital requirements at March 31, 2016 .













36



Basel III (Full Implementation)

Citigroup’s Capital Resources Under Basel III
(Full Implementation)
Citi currently estimates that its effective minimum Common Equity Tier 1 Capital, Tier 1 Capital and Total Capital ratio requirements under the U.S. Basel III rules, on a fully implemented basis, inclusive of the 2.5% Capital Conservation Buffer and the Countercyclical Capital Buffer at its current level of 0%, as well as assuming a 3% GSIB surcharge, may be 10%, 11.5% and 13.5%, respectively.
Further, under the U.S. Basel III rules, Citi must also comply with a 4% minimum Tier 1 Leverage ratio requirement and an effective 5% minimum Supplementary Leverage ratio requirement.
The following table sets forth the capital tiers, total risk-weighted assets, risk-based capital ratios, quarterly adjusted average total assets, Total Leverage Exposure and leverage ratios, assuming full implementation under the U.S. Basel III rules, for Citi as of March 31, 2016 and
December 31, 2015 .
Citigroup Capital Components and Ratios Under Basel III (Full Implementation)
 
March 31, 2016
 
December 31, 2015
In millions of dollars, except ratios
Advanced Approaches
Standardized Approach
 
Advanced Approaches
Standardized Approach
Common Equity Tier 1 Capital
$
153,023

$
153,023

 
$
146,865

$
146,865

Tier 1 Capital
171,142

171,142

 
164,036

164,036

Total Capital (Tier 1 Capital + Tier 2 Capital) (1)
194,721

207,805

 
186,097

198,655

Total Risk-Weighted Assets
1,239,575

1,177,015

 
1,216,277

1,162,884

Common Equity Tier 1 Capital ratio (2)(3)
12.34
%
13.00
%
 
12.07
%
12.63
%
Tier 1 Capital ratio (2)(3)
13.81

14.54

 
13.49

14.11

Total Capital ratio (2)(3)
15.71

17.66

 
15.30

17.08

In millions of dollars, except ratios
March 31, 2016
 
December 31, 2015
Quarterly Adjusted Average Total Assets (4)
 
$
1,719,913

 
 
$
1,724,710

Total Leverage Exposure (5)  
 
2,300,427

 
 
2,317,849

Tier 1 Leverage ratio (3)
 
9.95
%
 
 
9.51
%
Supplementary Leverage ratio (3)
 
7.44

 
 
7.08


(1)
Under the Advanced Approaches framework eligible credit reserves that exceed expected credit losses are eligible for inclusion in Tier 2 Capital to the extent the excess reserves do not exceed 0.6% of credit risk-weighted assets, which differs from the Standardized Approach in which the allowance for credit losses is eligible for inclusion in Tier 2 Capital up to 1.25% of credit risk-weighted assets, with any excess allowance for credit losses being deducted in arriving at credit risk-weighted assets.
(2)
As of March 31, 2016 and December 31, 2015 , Citi’s Common Equity Tier 1 Capital, Tier 1 Capital, and Total Capital ratios were the lower derived under the Basel III Advanced Approaches framework.
(3)
Citi’s Basel III capital ratios and related components, on a fully implemented basis, are non-GAAP financial measures.
(4)
Tier 1 Leverage ratio denominator.

(5)
Supplementary Leverage ratio denominator.


37



Common Equity Tier 1 Capital Ratio
Citi’s Common Equity Tier 1 Capital ratio was 12.3% at March 31, 2016 , compared to 12.1% at December 31, 2015 (all based on application of the Advanced Approaches for determining total risk-weighted assets). The quarter-over-quarter increase in the ratio was largely attributable to quarterly net income of $3.5 billion, beneficial net movements in AOCI, and the favorable effects attributable to DTA utilization of approximately $1.6 billion, offset in part by an increase in risk-weighted assets as well as the return of approximately $1.5 billion of capital to common
shareholders.
Components of Citigroup Capital Under Basel III (Advanced Approaches with Full Implementation)
In millions of dollars
March 31,
2016
December 31, 2015
Common Equity Tier 1 Capital
 
 
Citigroup common stockholders’ equity (1)
$
209,947

$
205,286

Add: Qualifying noncontrolling interests
143

145

Regulatory Capital Adjustments and Deductions:
 
 
Less: Accumulated net unrealized losses on cash flow hedges, net of tax (2)
(300
)
(617
)
Less: Cumulative unrealized net gain related to changes in fair value of
   financial liabilities attributable to own creditworthiness, net of tax (3)
562

441

Less: Intangible assets:
 
 
  Goodwill, net of related deferred tax liabilities (DTLs) (4)
21,935

21,980

    Identifiable intangible assets other than mortgage servicing rights (MSRs), net of related DTLs
3,332

3,586

Less: Defined benefit pension plan net assets
870

794

Less: Deferred tax assets (DTAs) arising from net operating loss, foreign tax credit and general
   business credit carry-forwards (5)
23,414

23,659

Less: Excess over 10%/15% limitations for other DTAs, certain common stock investments,
  and MSRs (5)(6)
7,254

8,723

Total Common Equity Tier 1 Capital
$
153,023

$
146,865

Additional Tier 1 Capital
 
 
Qualifying perpetual preferred stock (1)
$
17,575

$
16,571

Qualifying trust preferred securities (7)
1,366

1,365

Qualifying noncontrolling interests
31

31

Regulatory Capital Deductions:
 
 
Less: Minimum regulatory capital requirements of insurance underwriting subsidiaries (8)
228

229

Less: Permitted ownership interests in covered funds (9)
625

567

Total Additional Tier 1 Capital
$
18,119

$
17,171

Total Tier 1 Capital (Common Equity Tier 1 Capital + Additional Tier 1 Capital)
$
171,142

$
164,036

Tier 2 Capital
 
 
Qualifying subordinated debt (10)
$
22,664

$
20,744

Qualifying trust preferred securities (11)
337

342

Qualifying noncontrolling interests
40

41

Excess of eligible credit reserves over expected credit losses (12)
766

1,163

Regulatory Capital Deduction:
 
 
Less: Minimum regulatory capital requirements of insurance underwriting subsidiaries (8)
228

229

Total Tier 2 Capital
$
23,579

$
22,061

Total Capital (Tier 1 Capital + Tier 2 Capital) (13)
$
194,721

$
186,097


(1)
Issuance costs of $178 million and $147 million related to preferred stock outstanding at March 31, 2016 and December 31, 2015 , respectively, are excluded from common stockholders’ equity and netted against preferred stock in accordance with Federal Reserve Board regulatory reporting requirements, which differ from those under U.S. GAAP.


38



(2)
Common Equity Tier 1 Capital is adjusted for accumulated net unrealized gains (losses) on cash flow hedges included in AOCI that relate to the hedging of items not recognized at fair value on the balance sheet.
(3)
The cumulative impact of changes in Citigroup’s own creditworthiness in valuing liabilities for which the fair value option has been elected and own-credit valuation adjustments on derivatives are excluded from Common Equity Tier 1 Capital, in accordance with the U.S. Basel III rules.
(4)
Includes goodwill “embedded” in the valuation of significant common stock investments in unconsolidated financial institutions.
(5)
Of Citi’s approximately $46.3 billion of net DTAs at March 31, 2016 , approximately $17.3 billion of such assets were includable in regulatory capital pursuant to the U.S. Basel III rules, while approximately $29.0 billion of such assets were excluded in arriving at Common Equity Tier 1 Capital. Comprising the excluded net DTAs was an aggregate of approximately $30.7 billion of net DTAs arising from net operating loss, foreign tax credit and general business credit carry-forwards as well as temporary differences that were deducted from Common Equity Tier 1 Capital. Serving to reduce the approximately $30.7 billion of aggregate excluded net DTAs was approximately $1.7 billion of net DTLs primarily associated with goodwill and certain other intangible assets. Separately, under the U.S. Basel III rules, goodwill and these other intangible assets are deducted net of associated DTLs in arriving at Common Equity Tier 1 Capital.
(6)
Assets subject to 10%/15% limitations include MSRs, DTAs arising from temporary differences and significant common stock investments in unconsolidated financial institutions. At March 31, 2016 and December 31, 2015, the deduction related only to DTAs arising from temporary differences that exceeded the 10% limitation.
(7)
Represents Citigroup Capital XIII trust preferred securities, which are permanently grandfathered as Tier 1 Capital under the U.S. Basel III rules.
(8)
50% of the minimum regulatory capital requirements of insurance underwriting subsidiaries must be deducted from each of Tier 1 Capital and Tier 2 Capital.
(9)
Effective July 2015, banking entities are required to be in compliance with the “Volcker Rule” of the Dodd-Frank Act that prohibits conducting certain proprietary investment activities and limits their ownership of, and relationships with, covered funds. Accordingly, Citi is required by the “Volcker Rule” to deduct from Tier 1 Capital all permitted ownership interests in covered funds that were acquired after December 31, 2013.
(10)
Non-qualifying subordinated debt issuances which consist of those with a fixed-to-floating rate step-up feature where the call/step-up date has not passed are excluded from Tier 2 Capital.
(11)
Represents the amount of non-grandfathered trust preferred securities eligible for inclusion in Tier 2 Capital under the U.S. Basel III rules, which will be fully phased-out of Tier 2 Capital by January 1, 2022.
(12)
Advanced Approaches banking organizations are permitted to include in Tier 2 Capital eligible credit reserves that exceed expected credit losses to the extent that the excess reserves do not exceed 0.6% of credit risk-weighted assets.
(13)
Total Capital as calculated under Advanced Approaches, which differs from the Standardized Approach in the treatment of the amount of eligible credit reserves includable in Tier 2 Capital.









39



Citigroup Capital Rollforward Under Basel III (Advanced Approaches with Full Implementation)
In millions of dollars
Three Months Ended 
 March 31, 2016
Common Equity Tier 1 Capital
 
Balance, beginning of period
$
146,865

Net income
3,501

Common and preferred dividends declared
(359
)
Net increase in treasury stock
(547
)
Net decrease in common stock and additional paid-in capital (1)
(667
)
Net increase in foreign currency translation adjustment net of hedges, net of tax
654

Net increase in unrealized gains on securities AFS, net of tax
2,034

Net increase in defined benefit plans liability adjustment, net of tax
(465
)
Net change in adjustment related to changes in fair value of financial liabilities attributable to
    own creditworthiness, net of tax
72

Net decrease in goodwill, net of related deferred tax liabilities (DTLs)
45

Net decrease in identifiable intangible assets other than mortgage servicing rights (MSRs), net of related DTLs
254

Net increase in defined benefit pension plan net assets
(76
)
Net decrease in deferred tax assets (DTAs) arising from net operating loss, foreign
    tax credit and general business credit carry-forwards
245

Net decrease in excess over 10%/15% limitations for other DTAs, certain common stock
    investments and MSRs
1,469

Other
(2
)
Net increase in Common Equity Tier 1 Capital
$
6,158

Common Equity Tier 1 Capital Balance, end of period
$
153,023

Additional Tier 1 Capital
 
Balance, beginning of period
$
17,171

Net increase in qualifying perpetual preferred stock (2)
1,004

Net increase in qualifying trust preferred securities
1

Net increase in permitted ownership interests in covered funds
(58
)
Other
1

Net increase in Additional Tier 1 Capital
$
948

Tier 1 Capital Balance, end of period
$
171,142

Tier 2 Capital
 
Balance, beginning of period
$
22,061

Net increase in qualifying subordinated debt
1,920

Net decrease in excess of eligible credit reserves over expected credit losses
(397
)
Other
(5
)
Net increase in Tier 2 Capital
$
1,518

Tier 2 Capital Balance, end of period
$
23,579

Total Capital (Tier 1 Capital + Tier 2 Capital)
$
194,721


(1)
Issuance costs of $31 million related to preferred stock issued during the three months ended March 31, 2016 are excluded from common stockholders’ equity and netted against preferred stock in accordance with Federal Reserve Board regulatory reporting requirements, which differ from those under U.S. GAAP.
(2)
Citi issued approximately $1.0 billion of qualifying perpetual preferred stock during the three months ended March 31, 2016 , which was partially offset by the netting of issuance costs of $31 million.









40



Citigroup Risk-Weighted Assets Under Basel III (Full Implementation) at March 31, 2016
 
Advanced Approaches
 
Standardized Approach
In millions of dollars
Citicorp
Citi Holdings
Total
 
Citicorp
Citi Holdings
Total
Credit Risk
$
757,485

$
79,741

$
837,226

 
$
1,026,201

$
73,147

$
1,099,348

Market Risk
75,864

1,485

77,349

 
76,140

1,527

77,667

Operational Risk
275,921

49,079

325,000

 



Total Risk-Weighted Assets
$
1,109,270

$
130,305

$
1,239,575

 
$
1,102,341

$
74,674

$
1,177,015


 
Citigroup Risk-Weighted Assets Under Basel III (Full Implementation) at December 31, 2015
 
Advanced Approaches
 
Standardized Approach
In millions of dollars
Citicorp
Citi Holdings
Total
 
Citicorp
Citi Holdings
Total
Credit Risk
$
731,515

$
84,945

$
816,460

 
$
1,008,951

$
78,748

$
1,087,699

Market Risk
70,701

4,116

74,817

 
71,015

4,170

75,185

Operational Risk
275,921

49,079

325,000

 



Total Risk-Weighted Assets
$
1,078,137

$
138,140

$
1,216,277

 
$
1,079,966

$
82,918

$
1,162,884


Total risk-weighted assets under both the Basel III Advanced Approaches and the Standardized Approach increased from year-end 2015 primarily due to an increase in credit risk-weighted assets resulting from higher derivative exposures and the impact of FX translation, partially offset by a reduction in cards exposures as well as the ongoing decline in Citi Holdings assets. In addition, further contributing to the increase in credit risk-weighted assets under the Advanced Approaches were infrastructure enhancements related to OTC derivatives and derivatives CVA.


   











 





































41



Citigroup Risk-Weighted Assets Rollforward (Basel III Advanced Approaches with Full Implementation)
In millions of dollars
Three Months Ended 
 March 31, 2016
 Total Risk-Weighted Assets, beginning of period
$
1,216,277

Changes in Credit Risk-Weighted Assets
 
Net decrease in retail exposures (1)
(7,914
)
Net increase in wholesale exposures (2)
2,389

Net increase in repo-style transactions (3)
3,853

Net increase in securitization exposures
1,686

Net increase in equity exposures
894

Net increase in over-the-counter (OTC) derivatives (4)
7,538

Net increase in derivatives CVA (5)
10,920

Net increase in other exposures (6)
843

Net increase in supervisory 6% multiplier (7)
557

Net increase in Credit Risk-Weighted Assets
$
20,766

Changes in Market Risk-Weighted Assets
 
Net increase in risk levels (8)
$
5,304

Net decrease due to model and methodology updates (9)
(2,772
)
Net increase in Market Risk-Weighted Assets
$
2,532

Net change in Operational Risk-Weighted Assets
$

Total Risk-Weighted Assets, end of period
$
1,239,575


(1)
Retail exposures decreased during the three months ended March 31, 2016 primarily due to reductions in qualifying revolving (cards) exposures attributable to seasonal holiday spending repayments, residential mortgage sales and runoffs, and divestitures within the Citi Holdings portfolio, partially offset by an increase in other retail exposures.
(2)
Wholesale exposures increased during the three months ended March 31, 2016 primarily due to an increase in loans held for sale and the impact of FX translation, partially offset by a decrease in commitments.
(3)
Repo-style transactions increased during the three month ended March 31, 2016 primarily driven by market related movements and model enhancements.
(4)
OTC derivatives increased during the three months ended March 31, 2016 primarily driven by an increase in exposures and volatility, as well as model enhancements.
(5)
Derivatives CVA increased during the three months ended March 31, 2016 primarily driven by increased volatility and model enhancements.
(6)
Other exposures include cleared transactions, unsettled transactions, assets other than those reportable in specific exposure categories and non-material portfolios.
(7)
Supervisory 6% multiplier does not apply to derivatives CVA.
(8)
Risk levels increased during the three months ended March 31, 2016 primarily due to an increase in exposure levels subject to Value at Risk and Stressed Value at Risk as well as an increase in assets subject to standard specific risk charges, partially offset by a reduction in positions subject to securitization charges and the ongoing assessment regarding the applicability of the market risk capital rules to certain securitization positions.
(9)
Risk-weighted assets declined during the three months ended March 31, 2016 due to updated model volatility inputs. 
  


42



Supplementary Leverage Ratio
Citigroup’s Supplementary Leverage ratio was 7.4% for the first quarter of 2016, compared to 7.1% for the fourth quarter of 2015. The growth in the ratio quarter-over-quarter was principally driven by an increase in Tier 1 Capital attributable largely to quarterly net income of $3.5 billion, favorable net changes in AOCI components, the beneficial effects associated with approximately $1.6 billion of DTA utilization, as well as an overall reduction in Total Leverage Exposure resulting from a net decrease in
 
on-balance sheet assets and reductions in certain derivative
and other off-balance sheet exposures, partially offset by the return of approximately $1.5 billion of capital to common shareholders.
The following table sets forth Citi’s Supplementary Leverage ratio and related components, assuming full implementation under the U.S. Basel III rules, for the three
months ended March 31, 2016 and December 31, 2015.



Citigroup Basel III Supplementary Leverage Ratio and Related Components (Full Implementation)
In millions of dollars, except ratios
March 31, 2016
December 31, 2015
Tier 1 Capital
$
171,142

$
164,036

Total Leverage Exposure (TLE)
 
 
On-balance sheet assets (1)
$
1,777,571

$
1,784,248

Certain off-balance sheet exposures: (2)
 
 
   Potential future exposure (PFE) on derivative contracts
203,694

206,128

   Effective notional of sold credit derivatives, net (3)
70,973

76,923

   Counterparty credit risk for repo-style transactions (4)
26,381

25,939

   Unconditionally cancellable commitments
57,306

58,699

   Other off-balance sheet exposures
222,160

225,450

Total of certain off-balance sheet exposures
$
580,514

$
593,139

Less: Tier 1 Capital deductions
57,658

59,538

Total Leverage Exposure
$
2,300,427

$
2,317,849

Supplementary Leverage ratio
7.44
%
7.08
%

(1)
Represents the daily average of on-balance sheet assets for the quarter.
(2)
Represents the average of certain off-balance sheet exposures calculated as of the last day of each month in the quarter.
(3)
Under the U.S. Basel III rules, banking organizations are required to include in TLE the effective notional amount of sold credit derivatives, with netting of exposures permitted if certain conditions are met.

(4)
Repo-style transactions include repurchase or reverse repurchase transactions and securities borrowing or securities lending transactions.

Citibank’s Supplementary Leverage ratio, assuming full implementation under the U.S. Basel III rules, was 6.9% for the first quarter of 2016, compared to 6.7% for the fourth quarter of 2015. The growth in the ratio quarter-over-quarter was principally driven by Tier 1 Capital benefits resulting from quarterly net income, favorable movements in certain AOCI components, and DTA utilization, partially offset by cash dividends paid by Citibank to its parent, Citicorp, and which were subsequently remitted to Citigroup.




43



Regulatory Capital Standards Developments
For additional information regarding other recent regulatory capital standards developments, see “Capital Resources—Regulatory Capital Standards Developments” in Citigroup’s 2015 Annual Report on Form 10-K.
Standardized Measurement Approach for Operational Risk
In March 2016, the Basel Committee on Banking Supervision (Basel Committee) issued a consultative document which proposes revisions to the operational risk capital framework applicable to the Advanced Approaches for calculating risk-weighted assets. The consultative document introduces the Standardized Measurement Approach (SMA).
Operational risk capital is derived under the SMA through the combination of two components, a so-called “Business Indicator Component” and a “Loss Component”. The Business Indicator Component, primarily reflective of various income statement elements (i.e., a modified gross income indicator), is calculated as the sum of the three year average of its components. The Loss Component reflects the operational loss exposure of a banking organization that can be inferred from internal loss experience, and is based on a 10 year average. Moreover, the Loss Component distinguishes between, and weighs more heavily, loss events above €10 million and €100 million. The Loss Component is translated into an Internal Loss Multiplier which modifies the Business Indicator Component in deriving a banking organization’s operational risk capital requirement. The Internal Loss Multiplier was calibrated by the Basel Committee such that a banking organization with operational losses on par with the industry average will have a multiplier of approximately 1 (i.e., an operational risk capital requirement substantially equal to its Business Indicator Component).   
Prior to finalizing the proposal, the Basel Committee will be conducting a comprehensive quantitative impact study so as to assist with assessing the final design and calibration of the operational risk capital framework. If the U.S. banking agencies were to adopt the Basel Committee’s proposal unchanged, Citi’s operational risk-weighted assets could increase significantly.

Reducing Variation in Credit Risk-Weighted Assets - Constraints on the Use of Internal Model Approaches
In March 2016, the Basel Committee issued a consultative document which proposes to revise the internal ratings-based approaches (IRB) in order to reduce complexity and excessive variability between banking organizations in the derivation of credit risk-weighted assets. The proposal revises the IRB approaches, in part, by prohibiting the use of such approaches for certain so-called “low default” exposures, including those to banks and other financial institutions, as well as large corporations. Moreover, the proposal also prohibits the use of the IRB approaches for
 
equity exposures in the banking book.
Additionally, in order to ensure a minimum level of conservatism, simplicity and comparability for other exposures where the IRB approaches would still be permissible, the proposal establishes floors by exposure type regarding the estimation of certain model parameters used in the derivation of credit risk-weighted assets, and also provides greater specification as to permissible parameter estimation practices under the IRB approaches.
Further, the proposal indicates the Basel Committee is considering whether to impose an aggregate capital floor which would be calibrated in the range of 60% - 90% of total risk-weighted assets as calculated under the Basel Committee’s standardized approaches.
The U.S. banking agencies may revise the Advanced Approaches under the U.S. Basel III rules in the future, based on any revisions adopted by the Basel Committee.

Revisions to the Basel III Leverage Ratio Framework
In April 2016, the Basel Committee issued a consultative document which proposes certain revisions as to the design and calibration of the Basel III leverage ratio (similar to the U.S. Basel III Supplementary Leverage ratio). Among the proposed revisions are those with respect to the exposure measure (i.e., the denominator of the ratio) in relation to the treatment of derivative exposures, provisions, and off-balance sheet exposures.
Additionally, the proposal also requests feedback from market participants as to the form in which any higher Basel III leverage ratio requirement may be imposed on banking organizations identified as GSIBs.




44



Tangible Common Equity, Tangible Book Value Per Share and Book Value Per Share
Tangible common equity (TCE), as currently defined by Citi, represents common equity less goodwill and other intangible assets (other than MSRs). Other companies may calculate TCE in a different manner. TCE and tangible book


value per share are non-GAAP financial measures.
 







In millions of dollars or shares, except per share amounts
March 31,
2016
December 31, 2015
Total Citigroup stockholders’ equity
$
227,522

$
221,857

Less: Preferred stock
17,753

16,718

Common equity
$
209,769

$
205,139

Less:
 
 
    Goodwill
22,575

22,349

    Intangible assets (other than MSRs)
3,493

3,721

    Goodwill and intangible assets (other than MSRs) related to assets held-for-sale
30

68

Tangible common equity (TCE)
$
183,671

$
179,001

 
 
 
Common shares outstanding (CSO)
2,934.9

2,953.3

Tangible book value per share (TCE/CSO)
$
62.58

$
60.61

Book value per share (Common equity/CSO)
$
71.47

$
69.46






45



Managing Global Risk Table of Contents

MANAGING GLOBAL RISK
 

CREDIT RISK (1)
 

  Consumer Credit
 

  Corporate Credit
 

  Commercial Credit —GCB  Commercial Banking Exposure to the Energy and Energy-Related Sector
 

  Additional Consumer and Corporate Credit Details
 

 Loans Outstanding
 

       Details of Credit Loss Experience
 

       Allowance for Loan Losses
 
60

       Non-Accrual Loans and Assets and Renegotiated Loans
 

LIQUIDITY RISK
 

       High-Quality Liquid Assets (HQLA)
 

       Loans
 

       Deposits
 
67

       Long-Term Debt
 
67

       Secured Funding Transactions and Short-Term Borrowings
 
69

       Liquidity Coverage Ratio (LCR)
 
70

       Credit Ratings
 
71

MARKET RISK (1)
 

  Market Risk of Non-Trading Portfolios (including Interest Rate and FX Rate Exposures and Net Interest Margin)
 

  Market Risk of Trading Portfolios (including Value at Risk)
 

COUNTRY RISK
 


(1)
For additional information regarding certain credit risk, market risk and other quantitative and qualitative information, refer to Citi’s Pillar 3 Basel III Advanced Approaches Disclosures, as required by the rules of the Federal Reserve Board, on Citi’s Investor Relations website.


46



MANAGING GLOBAL RISK

For Citi, effective risk management is of primary importance to its overall operations. Accordingly, Citi’s risk management process has been designed to monitor, evaluate and manage the principal risks it assumes in conducting its activities. Specifically, the activities that Citi engages in, and the risks those activities generate, must be consistent with Citi’s mission and value proposition, the key principles that guide it, and Citi's risk appetite.
For more information on Citi’s management of global risk, including its three lines of defense, see “Managing Global Risk” in Citi’s 2015 Annual Report on Form 10-K.
 





47



CREDIT RISK

For additional information on credit risk, including Citi’s credit risk management, measurement and stress testing, see “Credit Risk” and “Risk Factors” in Citi’s 2015 Annual Report on Form 10-K.

CONSUMER CREDIT

North America Consumer Mortgage Lending

Overview
Citi’s North America consumer mortgage portfolio consists of both residential first mortgages and home equity loans. At March 31, 2016 , Citi’s North America consumer mortgage portfolio was $78.7 billion (compared to $79.7 billion at December 31, 2015), of which the residential first mortgage portfolio was $56.8 billion (compared to $56.9 billion at December 31, 2015), and the home equity loan portfolio was $21.9 billion (compared to $22.8 billion at December 31, 2015). At March 31, 2016 , $17.6 billion of residential first mortgages were recorded in Citi Holdings, with the remaining $39.2 billion recorded in Citicorp. At March 31, 2016 , $18.2 billion of home equity loans was recorded in Citi Holdings, with the remaining $3.7 billion recorded in Citicorp.
For additional information on Citi’s North America consumer mortgage portfolio, see Note 14 to the Consolidated Financial Statements and “Credit Risk— North America Consumer Mortgage Lending” in Citi’s 2015 Annual Report on Form 10-K.

North America Consumer Mortgage Quarterly Credit Trends—Net Credit Losses and Delinquencies—Residential First Mortgages
The following charts detail the quarterly credit trends for Citi’s residential first mortgage portfolio in North America .
North America Residential First Mortgage - EOP Loans
In billions of dollars
 
North America Residential First Mortgage - Net Credit Losses
In millions of dollars
Note: CMI refers to loans originated by CitiMortgage. CFNA refers to loans originated by CitiFinancial. Totals may not sum due to rounding.
(1)
Decrease in 4Q’15 EOP loans primarily reflects the transfer of CFNA residential first mortgages to held-for-sale and classification as Other assets at year-end 2015. This transfer did not impact net credit losses in 4Q’15.
(2)
Decrease in 1Q’16 net credit losses primarily reflects the transfer of CFNA residential first mortgage to held-for-sale and classification as Other assets at year-end 2015.
(3)
Year-over-year change in the S&P/Case-Shiller U.S. National Home Price Index.
(4)
Year-over-year change as of January 2016.

North America Residential First Mortgage Delinquencies-Citi Holdings
In billions of dollars
Note: Days past due excludes (i) U.S. mortgage loans that are guaranteed by U.S. government-sponsored agencies because the potential loss predominantly resides with the U.S. agencies, and (ii) loans recorded at fair value. Totals may not sum due to rounding.
(1)
Decrease in 4Q’15 delinquencies primarily reflects the transfer of CFNA residential first mortgages to held-for-sale and classification as Other assets at year-end 2015.

Net credit losses in the North America residential first mortgage portfolio significantly improved during the first quarter of 2016 primarily due to the transfer of the CitiFinancial loans to held-for-sale at year-end 2015 as well as improvements in the home price index (HPI).
Overall improvement in delinquencies during the quarter was largely driven by asset sales and continued overall improvement in economic performance. Credit performance from quarter to quarter could continue to be impacted by the amount of delinquent loan sales or transfers to held-for-sale, as well as overall trends in HPI and interest rates.



48



North America Residential First Mortgages—State Delinquency Trends
The following tables set forth the six U.S. states and/or regions with the highest concentration of Citi’s residential first mortgages.

In billions of dollars
March 31, 2016
December 31, 2015
State (1)
ENR (2)
ENR
Distribution
90+DPD
%
%
LTV >
100% (3)
Refreshed
FICO
ENR (2)
ENR
Distribution
90+DPD
%
%
LTV >
100% (3)
Refreshed
FICO
CA
$
19.6

38
%
0.3
%
1
%
754

$
19.2

37
%
0.2
%
1
%
754

NY/NJ/CT (4)
13.0

25

0.7

1

752

12.7

25

0.8

1

751

VA/MD
2.2

4

1.2

4

719

2.2

4

1.2

2

719

IL (4)
2.2

4

1.0

5

736

2.2

4

1.0

3

735

FL (4)
2.2

4

0.9

3

725

2.2

4

1.1

4

723

TX
1.9

4

0.9


713

1.9

4

1.0


711

Other
10.7

21

1.2

2

711

11.0

21

1.3

2

710

Total
$
51.8

100
%
0.7
%
1
%
740

$
51.5

100
%
0.7
%
1
%
738


Note: Totals may not sum due to rounding.
(1)
Certain of the states are included as part of a region based on Citi’s view of similar HPI within the region.
(2)
Ending net receivables. Excludes loans in Canada and Puerto Rico, loans guaranteed by U.S. government agencies, loans recorded at fair value and loans subject to long term standby commitments (LTSCs). Excludes balances for which FICO or LTV data are unavailable.
(3)
LTV ratios (loan balance divided by appraised value) are calculated at origination and updated by applying market price data.
(4)
New York, New Jersey, Connecticut, Florida and Illinois are judicial states.
 
Foreclosures
A substantial majority of Citi’s foreclosure inventory consists of residential first mortgages. At March 31, 2016 , Citi’s foreclosure inventory included approximately $0.1 billion, or 0.2%, of the total residential first mortgage portfolio, unchanged from December 31, 2015, based on the dollar amount of ending net receivables of loans in foreclosure inventory, excluding loans that are guaranteed by U.S. government agencies and loans subject to LTSCs.

North America Consumer Mortgage Quarterly Credit Trends—Net Credit Losses and Delinquencies—Home Equity Loans
Citi’s home equity loan portfolio consists of both fixed-rate home equity loans and loans extended under home equity lines of credit. Fixed-rate home equity loans are fully amortizing. Home equity lines of credit allow for amounts to be drawn for a period of time with the payment of interest only and then, at the end of the draw period, the then-outstanding amount is converted to an amortizing loan (the interest-only payment feature during the revolving period is standard for this product across the industry). After conversion, the home equity loans typically have a 20-year amortization period. As of March 31, 2016, Citi’s home equity loan portfolio of $21.9 billion consisted of $6.1 billion of fixed-rate home equity loans and $15.8 billion of loans extended under home equity lines of credit (Revolving HELOCs).

 

Revolving HELOCs
As noted above, as of March 31, 2016 , Citi had $15.8 billion of Revolving HELOCs, of which $4.6 billion had commenced amortization (compared to $4.2 billion at December 31, 2015) and $11.2 billion were still within their revolving period and have not commenced amortization, or “reset,” (compared to $12.3 billion at December 31, 2015). The following chart indicates the FICO and combined loan-to-value (CLTV) characteristics of Citi’s Revolving HELOCs portfolio and the year in which they reset:
North America Home Equity Lines of Credit Amortization – Citigroup
Total ENR by Reset Year
In billions of dollars as of March 31, 2016
Note: Totals may not sum due to rounding.

Approximately 29% of Citi’s total Revolving HELOCs portfolio had commenced amortization as of March 31, 2016 (compared to 25% as of December 31, 2015). Of the remaining Revolving HELOCs portfolio, approximately 62% will commence amortization during the remainder of 2016–2017. Before commencing amortization, Revolving HELOC


49



borrowers are required to pay only interest on their loans. Upon amortization, these borrowers will be required to pay both interest, usually at a variable rate, and principal that amortizes typically over 20 years, rather than the typical 30-year amortization. As a result, Citi’s customers with Revolving HELOCs that reset could experience “payment shock” due to the higher required payments on the loans.
While it is not certain what ultimate impact this payment shock could have on Citi’s delinquency rates and net credit losses, Citi currently estimates that the monthly loan payment for its Revolving HELOCs that reset during the remainder of 2016–2017 could increase on average by approximately $370, or 165%. Increases in interest rates could further increase these payments given the variable nature of the interest rates on these loans post-reset. Of the Revolving HELOCs that will commence amortization during the remainder of 2016–2017, approximately $0.7 billion, or 9%, of the loans have a CLTV greater than 100% as of March 31, 2016 . Borrowers’ high loan-to-value positions, as well as the cost and availability of refinancing options, could limit borrowers’ ability to refinance their Revolving HELOCs as these loans begin to reset.
Approximately 6.7% of the Revolving HELOCs that have begun amortization as of March 31, 2016 were 30+ days past due, compared to 3.5% of the total outstanding home equity loan portfolio (amortizing and non-amortizing). This compared to 6.7% and 3.2%, respectively, as of December 31, 2015. As newly amortizing loans continue to season, the delinquency rate of the amortizing Revolving HELOC portfolio and total home equity loan portfolio is expected to continue to increase. Delinquencies on newly amortizing loans have tended to peak between four and six months after reset. Resets to date have generally occurred during a period of historically low interest rates, improving HPI and a favorable economic environment, which Citi believes has likely reduced the overall “payment shock” to the borrower.
Citi continues to monitor this reset risk closely and will continue to consider any potential impact in determining its allowance for loan loss reserves. In addition, management continues to review and take additional actions to offset potential reset risk, such as a borrower outreach program to provide reset risk education and proactively working with high-risk borrowers through a specialized single point of contact unit. For further information on reset risk, see “Risk Factors—Credit and Market Risks” in Citi’s 2015 Annual Report on Form 10-K.
 
Net Credit Losses and Delinquencies
The following charts detail the quarterly credit trends for Citi’s home equity loan portfolio in North America :
North America Home Equity - EOP Loans
In billions of dollars

North America Home Equity - Net Credit Losses
In millions of dollars

Note: Totals may not sum due to rounding.


North America Home Equity Loan Delinquencies - Citi Holdings
In billions of dollars
Note: Totals may not sum due to rounding.



50



As evidenced by the tables above, net credit losses in the North America home equity loan portfolio continued to improve during the first quarter of 2016, largely driven by the continued improvement in HPI.
Given the limited market in which to sell delinquent home equity loans to date, as well as the relatively smaller number of home equity loan modifications and modification programs (see Note 14 to the Consolidated Financial Statements), Citi’s
 
ability to reduce delinquencies or net credit losses in its home equity loan portfolio in Citi Holdings, whether pursuant to deterioration of the underlying credit performance of these loans, the reset of the Revolving HELOCs (as discussed above) or otherwise, is more limited as compared to residential first mortgages.



North America Home Equity Loans—State Delinquency Trends
The following tables set forth the six U.S. states and/or regions with the highest concentration of Citi’s home equity loans:
In billions of dollars
March 31, 2016
December 31, 2015
State (1)
ENR (2)
ENR
Distribution
90+DPD
%
%
CLTV >
100% (3)
Refreshed
FICO
ENR (2)
ENR
Distribution
90+DPD
%
%
CLTV >
100% (3)
Refreshed
FICO
CA
$
6.0

29
%
1.8
%
5
%
731

$
6.2

29
%
1.7
%
6
%
731

NY/NJ/CT (4)
5.8

28

2.5

9

725

6.0

28

2.5

8

725

FL (4)
1.4

7

1.9

21

715

1.5

7

2.0

24

715

VA/MD
1.2

6

1.9

26

714

1.3

6

2.0

23

715

IL (4)
0.9

4

1.6

33

722

0.9

4

1.6

29

722

IN/OH/MI (4)
0.5

3

2.0

29

703

0.5

3

1.9

24

703

Other
4.9

24

1.8

13

712

5.1

24

1.7

12

712

Total
$
20.6

100
%
2.0
%
12
%
722

$
21.5

100
%
2.0
%
12
%
722


Note: Totals may not sum due to rounding.
(1)
Certain of the states are included as part of a region based on Citi’s view of similar HPI within the region.
(2)
Ending net receivables. Excludes loans in Canada and Puerto Rico and loans subject to LTSCs. Excludes balances for which FICO or LTV data are unavailable.
(3)
Represents combined loan-to-value (CLTV) for both residential first mortgages and home equity loans. CLTV ratios (loan balance divided by appraised value) are calculated at origination and updated by applying market price data.
(4)
New York, New Jersey, Connecticut, Indiana, Ohio, Florida and Illinois are judicial states.    




51



ADDITIONAL CONSUMER CREDIT DETAILS

Consumer Loan Delinquency Amounts and Ratios
 
EOP
loans (1)
90+ days past due (2)
30–89 days past due (2)
In millions of dollars,
except EOP loan amounts in billions
March 31,
2016
March 31,
2016
December 31,
2015
March 31,
2015
March 31,
2016
December 31,
2015
March 31,
2015
Citicorp (3)(4)
 
 
 
 
 
 
 
Total
$
272.6

$
2,022

$
2,119

$
2,132

$
2,360

$
2,418

$
2,414

Ratio
 
0.74
%
0.77
%
0.79
%
0.87
%
0.88
%
0.90
%
Retail banking
 
 
 
 
 
 
 
Total
$
142.3

$
498

$
523

$
540

$
793

$
739

$
791

Ratio
 
0.35
%
0.37
%
0.39
%
0.56
%
0.53
%
0.57
%
North America
53.5

152

165

123

198

221

203

Ratio
 
0.29
%
0.32
%
0.26
%
0.38
%
0.43
%
0.43
%
Latin America
20.1

172

185

238

256

184

229

Ratio
 
0.86
%
0.92
%
1.13
%
1.27
%
0.92
%
1.09
%
Asia (5)
68.7

174

173

179

339

334

359

Ratio
 
0.25
%
0.25
%
0.25
%
0.49
%
0.49
%
0.50
%
Cards
 
 
 
 
 
 
 
Total
$
130.3

$
1,524

$
1,596

$
1,592

$
1,567

$
1,679

$
1,623

Ratio
 
1.17
%
1.17
%
1.23
%
1.20
%
1.23
%
1.25
%
North America—Citi-branded
64.9

530

538

569

492

523

497

Ratio
 
0.82
%
0.80
%
0.90
%
0.76
%
0.78
%
0.78
%
North America—Citi retail services
42.5

665

705

629

688

773

673

Ratio
 
1.56
%
1.53
%
1.48
%
1.62
%
1.68
%
1.59
%
Latin America
5.3

149

173

203

152

157

204

Ratio
 
2.81
%
3.20
%
3.33
%
2.87
%
2.91
%
3.34
%
Asia (5)
17.6

180

180

191

235

226

249

Ratio
 
1.02
%
1.02
%
1.07
%
1.34
%
1.28
%
1.40
%
Citi Holdings (6)(7)
 
 
 
 
 
 
 
Total
$
45.0

$
896

$
927

$
1,801

$
929

$
1,036

$
1,431

Ratio
 
2.08
%
1.99
%
2.80
%
2.16
%
2.23
%
2.23
%
International
6.4

145

157

194

161

179

234

Ratio
 
2.27
%
1.91
%
1.90
%
2.52
%
2.18
%
2.29
%
North America
38.6

751

770

1,607

768

857

1,197

Ratio
 
2.05
%
2.01
%
2.97
%
2.09
%
2.24
%
2.21
%
Other (8)
0.3

 
 
 
 
 
 
Total Citigroup
$
317.9

$
2,918

$
3,046

$
3,933

$
3,289

$
3,454

$
3,845

Ratio
 
0.93
%
0.94
%
1.18
%
1.05
%
1.07
%
1.15
%
(1)
End-of-period (EOP) loans include interest and fees on credit cards.
(2)
The ratios of 90+ days past due and 30–89 days past due are calculated based on EOP loans, net of unearned income.
(3)
The 90+ days past due balances for North America—Citi-branded and North America—Citi retail services are generally still accruing interest. Citigroup’s policy is generally to accrue interest on credit card loans until 180 days past due, unless notification of bankruptcy filing has been received earlier.
(4)
The 90+ days and 30–89 days past due and related ratios for Citicorp North America exclude U.S. mortgage loans that are guaranteed by U.S. government-sponsored entities since the potential loss predominantly resides within the U.S. government-sponsored entities. The amounts excluded for loans 90+ days past due and (EOP loans) were $456 million ($1.1 billion), $491 million ($1.1 billion) and $534 million ($1.1 billion) at March 31, 2016, December 31, 2015 and March 31, 2015, respectively. The amounts excluded for loans 30–89 days past due (EOP loans have the same adjustment as above) were $86 million, $87 million and $111 million at March 31, 2016, December 31, 2015 and March 31, 2015, respectively.
(5)
For reporting purposes, Asia GCB includes the results of operations of EMEA GCB for all periods presented.
(6)
The 90+ days and 30–89 days past due and related ratios for Citi Holdings North America exclude U.S. mortgage loans that are guaranteed by U.S. government-sponsored entities since the potential loss predominantly resides within the U.S. government-sponsored entities. The amounts excluded for loans 90+ days past

52



due (and EOP loans) for each period were $1.3 billion ($1.9 billion), $1.5 billion ($2.2 billion) and $1.8 billion ($2.5 billion) at March 31, 2016, December 31, 2015 and March 31, 2015, respectively. The amounts excluded for loans 30–89 days past due (EOP loans have the same adjustment as above) for each period were $0.2 billion, $0.2 billion and $0.2 billion at March 31, 2016, December 31, 2015 and March 31, 2015, respectively.
(7)
The March 31, 2016, December 31, 2015 and March 31, 2015 loans 90+ days past due and 30–89 days past due and related ratios for North America exclude $9 million, $11 million and $12 million, respectively, of loans that are carried at fair value.
(8)
Represents loans classified as Consumer loans on the Consolidated Balance Sheet that are not included in the Citi Holdings consumer credit metrics.


Consumer Loan Net Credit Losses and Ratios
 
Average
loans (1)
Net credit losses (2)(3)
In millions of dollars, except average loan amounts in billions
1Q16
1Q16
4Q15
1Q15
Citicorp
 
 
 
 
Total
$
271.2

$
1,370

$
1,405

$
1,489

Ratio
 
2.03
%
2.04
%
2.21
%
Retail banking
 
 
 
 
Total
$
139.9

$
220

$
295

$
255

Ratio
 
0.63
%
0.83
%
0.73
%
North America
52.9

24

42

35

Ratio
 
0.18
%
0.32
%
0.30
%
Latin America
19.5

134

159

150

Ratio
 
2.76
%
3.09
%
2.88
%
Asia (4)
67.5

62

94

70

Ratio
 
0.37
%
0.54
%
0.39
%
Cards
 
 
 
 
Total
$
131.3

$
1,150

$
1,110

$
1,234

Ratio
 
3.52
%
3.35
%
3.78
%
North America—Citi-branded
64.7

455

454

492

Ratio
 
2.83
%
2.79
%
3.11
%
North America—Retail services
44.0

453

418

433

Ratio
 
4.14
%
3.76
%
4.00
%
Latin America
5.2

144

148

206

Ratio
 
11.14
%
10.68
%
13.05
%
Asia (4)
17.4

98

90

103

Ratio
 
2.27
%
2.06
%
2.32
%
Citi Holdings (3)
 
 
 
 
Total
$
46.1

$
143

$
263

$
475

Ratio
 
1.25
%
1.81
%
2.35
%
International
6.7

78

122

112

Ratio
 
4.68
%
5.83
%
3.52
%
North America
39.4

65

141

363

Ratio
 
0.66
%
1.13
%
2.14
%
Other (5)




Total Citigroup
$
317.3

$
1,513

$
1,668

$
1,964

Ratio
 
1.92
%
2.00
%
2.24
%
(1)
Average loans include interest and fees on credit cards.
(2)
The ratios of net credit losses are calculated based on average loans, net of unearned income.
(3)
As a result of the entry into an agreement to sell OneMain Financial (OneMain), OneMain was classified as held-for-sale (HFS) beginning March 31, 2015. As a result of HFS accounting treatment, approximately $74 million of net credit losses (NCLs) were recorded as a reduction in revenue ( Other revenue ) during the fourth quarter of 2015. Accordingly, these NCLs are not included in this table. Loans HFS are excluded from this table as they are recorded in Other assets .
(4)
For reporting purposes, Asia GCB includes the results of operations of EMEA GCB for all periods presented.
(5)
Represents NCLs on loans classified as Consumer loans on the Consolidated Balance Sheet that are not included in the Citi Holdings consumer credit metrics.



53



CORPORATE CREDIT
Consistent with its overall strategy, Citi’s corporate clients are typically large, multi-national corporations which value Citi’s global network. Citi aims to establish relationships with these clients that encompass multiple products, consistent with client needs, including cash management and trade services, foreign exchange, lending, capital markets and M&A advisory.

Corporate Credit Portfolio
The following table sets forth Citi’s corporate credit portfolio within ICG (excluding private bank), before consideration of collateral or hedges, by remaining tenor for the periods indicated:

 
At March 31, 2016
At December 31, 2015
In billions of dollars
Due
within
1 year
Greater
than 1 year
but within
5 years
Greater
than
5 years
Total
exposure
Due
within
1 year
Greater
than 1 year
but within
5 years
Greater
than
5 years
Total
exposure
Direct outstandings (on-balance sheet) (1)
$
104

$
103

$
24

$
231

$
98

$
97

$
25

$
220

Unfunded lending commitments (off-balance sheet) (2)
103

225

23

351

99

231

26

356

Total exposure
$
207

$
328

$
47

$
582

$
197

$
328

$
51

$
576


(1)
Includes drawn loans, overdrafts, bankers’ acceptances and leases.
(2)
Includes unused commitments to lend, letters of credit and financial guarantees.

Portfolio Mix—Geography, Counterparty and Industry
Citi’s corporate credit portfolio is diverse across geography and counterparty. The following table shows the percentage by region based on Citi’s internal management geography:
 
March 31,
2016
December 31,
2015
North America
56
%
56
%
EMEA
25

25

Asia
12

12

Latin America
7

7

Total
100
%
100
%

The maintenance of accurate and consistent risk ratings across the corporate credit portfolio facilitates the comparison of credit exposure across all lines of business, geographic regions and products. Counterparty risk ratings reflect an estimated probability of default for a counterparty and are derived primarily through the use of validated statistical models, scorecard models and external agency ratings (under defined circumstances), in combination with consideration of factors specific to the obligor or market, such as management experience, competitive position, regulatory environment and commodity prices. Facility risk ratings are assigned that reflect the probability of default of




 
the obligor and factors that affect the loss-given-default of the facility, such as support or collateral. Internal obligor ratings that generally correspond to BBB and above are
considered investment grade, while those below are considered non-investment grade.
Citigroup also has incorporated climate risk assessment and reporting criteria for certain obligors, as necessary. Factors evaluated include consideration of climate risk to an
obligor’s business and physical assets and, when relevant, consideration of cost-effective options to reduce greenhouse gas emissions.
The following table presents the corporate credit portfolio by facility risk rating as a percentage of the total corporate credit portfolio:
 
Total Exposure
 
March 31,
2016
December 31,
2015
AAA/AA/A
48
%
48
%
BBB
35

35

BB/B
15

15

CCC or below
2

2

Unrated


Total
100
%
100
%

Note: Total exposure includes direct outstandings and unfunded lending commitments.


54



Citi’s corporate credit portfolio is also diversified by industry. The following table shows the allocation of Citi’s total corporate credit portfolio by industry:
 
Total Exposure
 
March 31,
2016
December 31,
2015
Transportation and industrial
21
%
20
%
Consumer retail and health
16

16

Power, chemicals, commodities and metals and mining
12

11

Technology, media and telecom
11

12

Energy (1)
8

9

Banks/broker-dealers/finance companies
7

7

Real estate
6

6

Hedge funds
5

5

Insurance and special
  purpose entities
5

5

Public sector
5

5

Other industries
4

4

Total
100
%
100
%

Note: Total exposure includes direct outstandings and unfunded lending commitments.
(1) In addition to this exposure, Citi has energy-related exposure within the “Public sector” (e.g., energy-related state-owned entities) and “Transportation and industrial” sector (e.g., off-shore drilling entities) included in the table above. As of March 31, 2016, Citi’s total exposure to these energy-related entities remained largely consistent with the prior quarter, at approximately $6 billion, of which approximately $4 billion consisted of direct outstanding funded loans.

Exposure to the Energy and Energy-Related Sector
As of March 31, 2016, Citi’s total corporate credit exposure to the energy and energy-related sector (see footnote 1 to the table above) was approximately $57 billion, with approximately $22 billion of direct outstanding funded loans, or 4% of Citi’s total outstanding loans. This compared to approximately $58 billion of total corporate credit exposure and $21 billion of direct outstanding funded loans as of December 31, 2015. In addition, as of March 31, 2016, approximately 72% of Citi’s total corporate credit energy and energy-related exposure was in the United States, United Kingdom and Canada (unchanged when compared to December 31, 2015). Also as of March 31, 2016, approximately 73% of Citi’s total energy and energy-related exposures were rated investment grade compared to approximately 80% as of December 31, 2015. While the portfolio did experience ratings downgrades during the quarter due to the sustained low oil prices as well as the impact of regulatory guidance, this was partially offset by paydowns and other improvements in the overall underlying portfolio.
During the first quarter of 2016, Citi built additional energy and energy-related loan loss reserves of approximately $260 million, and incurred approximately $115 million of net credit losses in the portfolio. As of March 31, 2016, Citi held loan loss reserves against its
 
funded energy and energy-related loans equal to approximately 4.2% of these loans, with a funded reserve ratio of over 10% on the non-investment grade portion of the portfolio.
For information on Citi’s energy and energy-related exposures within GCB ’s commercial banking business within retail banking, see “Commercial Credit— GCB Commercial Banking Exposure to the Energy and Energy-Related Sector” below.

Credit Risk Mitigation
As part of its overall risk management activities, Citigroup uses credit derivatives and other risk mitigants to hedge portions of the credit risk in its corporate credit portfolio, in addition to outright asset sales. The results of the mark-to-market and any realized gains or losses on credit derivatives are reflected primarily in Other revenue on the Consolidated Statement of Income.
At March 31, 2016 and December 31, 2015 , $36.6 billion and $34.5 billion, respectively, of the corporate credit portfolio was economically hedged. Citigroup’s expected loss model used in the calculation of its loan loss reserve does not include the favorable impact of credit derivatives and other mitigants that are marked to market. In addition, the reported amounts of direct outstandings and unfunded lending commitments in the tables above do not reflect the impact of these hedging transactions. The credit protection was economically hedging underlying corporate credit portfolio exposures with the following risk rating distribution:

Rating of Hedged Exposure
 
March 31,
2016
December 31,
2015
AAA/AA/A
19
%
21
%
BBB
53

48

BB/B
25

27

CCC or below
3

4

Total
100
%
100
%

The credit protection was economically hedging underlying corporate credit portfolio exposures with the following industry distribution:



55



Industry of Hedged Exposure
 
March 31,
2016
December 31,
2015
Transportation and industrial
28
%
28
%
Consumer retail and health
18

17

Technology, media and telecom
16

16

Energy
13

13

Power, chemicals, commodities and metals and mining

11

12

Insurance and special purpose entities
5

5

Public Sector
4

4

Banks/broker-dealers
4

4

Other industries
1

1

Total
100
%
100
%



 
COMMERCIAL CREDIT

GCB Commercial Banking Exposure to the Energy and Energy-Related Sector
In addition to the total corporate credit exposure to the energy and energy-related sector described above, Citi’s commercial banking business, reported within GCB retail banking, had total credit exposure to the energy and energy-related sector of approximately $2.1 billion at March 31, 2016, with approximately $1.4 billion of direct outstanding funded loans, or 4% of the total outstanding commercial banking loans. This compared to approximately $2.4 billion of total credit exposure and $1.6 billion of direct outstanding funded energy and energy-related loans as of December 31, 2015. In addition, as of March 31, 2016, approximately 88% of commercial banking’s total credit exposure to the energy and energy-related sector was in the U.S. (compared to approximately 85% at December 31, 2015). Approximately 29% of commercial banking’s total energy and energy-related exposure was rated investment grade at March 31, 2016 (compared to approximately 52% as of December 31, 2015).
During the first quarter of 2016, Citi built additional energy and energy-related loan loss reserves by approximately $80 million, and did not incur any net credit losses on this commercial banking portfolio. As of March 31, 2016, Citi held loan loss reserves against its funded energy and energy-related commercial banking loans equal to approximately 9.6% of these loans.



56



ADDITIONAL CONSUMER AND CORPORATE CREDIT DETAILS

Loans Outstanding
 
1st Qtr.
4th Qtr.
3rd Qtr.
2nd Qtr.
1st Qtr.
In millions of dollars
2016
2015
2015
2015
2015
Consumer loans





In U.S. offices





Mortgage and real estate (1)
$
79,128

$
80,281

$
89,155

$
90,715

$
92,005

Installment, revolving credit, and other
3,504

3,480

4,999

4,956

4,861

Cards
106,892

112,800

107,244

107,096

105,378

Commercial and industrial
6,793

6,407

6,437

6,493

6,532


$
196,317

$
202,968

$
207,835

$
209,260

$
208,776

In offices outside the U.S.
 
 
 
 
 
Mortgage and real estate (1)
$
47,831

$
47,062

$
47,295

$
50,704

$
50,970

Installment, revolving credit, and other
28,778

29,480

29,702

30,958

31,396

Cards
26,312

27,342

26,865

28,662

28,681

Commercial and industrial
17,697

17,741

17,841

18,863

18,082

Lease financing
139

362

368

424

479


$
120,757

$
121,987

$
122,071

$
129,611

$
129,608

Total consumer loans
$
317,074

$
324,955

$
329,906

$
338,871

$
338,384

Unearned income (2)
826

830

(687
)
(677
)
(651
)
Consumer loans, net of unearned income
$
317,900

$
325,785

$
329,219

$
338,194

$
337,733

Corporate loans





In U.S. offices





Commercial and industrial
$
44,104

$
41,147

$
40,435

$
40,697

$
37,537

Loans to financial institutions
36,865

36,396

38,034

37,360

36,054

Mortgage and real estate (1)
38,697

37,565

37,019

34,680

33,145

Installment, revolving credit, and other
33,273

33,374

32,129

31,882

29,267

Lease financing
1,597

1,780

1,718

1,707

1,755


$
154,536

$
150,262

$
149,335

$
146,326

$
137,758

In offices outside the U.S.





Commercial and industrial
$
85,491

$
82,358

$
85,628

$
87,274

$
85,336

Loans to financial institutions
28,652

28,704

28,090

29,675

32,210

Mortgage and real estate (1)
5,769

5,106

6,602

5,948

6,311

Installment, revolving credit, and other
21,583

20,853

19,352

20,214

19,687

Lease financing
280

303

329

378

389

Governments and official institutions
5,303

4,911

4,503

4,714

2,174


$
147,078

$
142,235

$
144,504

$
148,203

$
146,107

Total corporate loans
$
301,614

$
292,497

$
293,839

$
294,529

$
283,865

Unearned income (3)
(690
)
(665
)
(614
)
(605
)
(544
)
Corporate loans, net of unearned income
$
300,924

$
291,832

$
293,225

$
293,924

$
283,321

Total loans—net of unearned income
$
618,824

$
617,617

$
622,444

$
632,118

$
621,054

Allowance for loan losses—on drawn exposures
(12,712
)
(12,626
)
(13,626
)
(14,075
)
(14,598
)
Total loans—net of unearned income 
and allowance for credit losses
$
606,112

$
604,991

$
608,818

$
618,043

$
606,456

Allowance for loan losses as a percentage of total loans—
net of unearned income
(4)
2.07
%
2.06
%
2.21
%
2.25
%
2.38
%
Allowance for consumer loan losses as a percentage of
total consumer loans—net of unearned income
(4)
3.09
%
3.02
%
3.35
%
3.45
%
3.57
%
Allowance for corporate loan losses as a percentage of
total corporate loans—net of unearned income
(4)
0.98
%
0.97
%
0.90
%
0.84
%
0.92
%
(1)
Loans secured primarily by real estate.
(2)
Unearned income on consumer loans primarily represents unamortized origination fees, costs, premiums and discounts. Prior to December 31, 2015, these items were more than offset by prepaid interest on loans outstanding issued by OneMain Financial. The sale of OneMain Financial was completed on November 16, 2015.
(3)
Unearned income on corporate loans primarily represents interest received in advance but not yet earned on loans originated on a discount basis.
(4)
All periods exclude loans that are carried at fair value.

57



Details of Credit Loss Experience
 
1st Qtr.
4th Qtr.
3rd Qtr.
2nd Qtr.
1st Qtr.
In millions of dollars
2016
2015
2015
2015
2015
Allowance for loan losses at beginning of period
$
12,626

$
13,626

$
14,075

$
14,598

$
15,994

Provision for loan losses
 
 
 
 
 
Consumer
$
1,570

$
1,684

$
1,338

$
1,559

$
1,647

Corporate
316

572

244

(44
)
108

 
$
1,886

$
2,256

$
1,582

$
1,515

$
1,755

Gross credit losses
 
 
 
 
 
Consumer
 
 
 
 
 
In U.S. offices
$
1,230

$
1,267

$
1,244

$
1,393

$
1,596

In offices outside the U.S. 
689

794

746

816

836

Corporate
 
 
 
 
 
In U.S. offices
190

75

30

5

11

In offices outside the U.S. 
34

44

48

121

15

 
$
2,143

$
2,180

$
2,068

$
2,335

$
2,458

Credit recoveries (1)
 
 
 
 
 
Consumer
 
 
 
 
 
In U.S. offices
$
256

$
229

$
222

$
228

$
296

In offices outside the U.S. 
150

164

155

168

172

Corporate
 
 
 
 
 
In U.S. offices
4

9

11

4

12

In offices outside the U.S. 
9

16

17

15

21

 
$
419

$
418

$
405

$
415

$
501

Net credit losses
 
 
 
 
 
In U.S. offices
$
1,160

$
1,104

$
1,041

$
1,166

$
1,299

In offices outside the U.S. 
564

658

622

754

658

Total
$
1,724

$
1,762

$
1,663

$
1,920

$
1,957

Other—net (2)(3)(4)(5)(6)(7)(8)
$
(76
)
$
(1,494
)
$
(368
)
(118
)
$
(1,194
)
Allowance for loan losses at end of period
$
12,712

$
12,626

$
13,626

$
14,075

$
14,598

Allowance for loan losses as a percentage of total loans (9)
2.07
%
2.06
%
2.21
%
2.25
%
2.38
 %
Allowance for unfunded lending commitments (5)(10)
$
1,473

$
1,402

$
1,036

$
973

$
1,023

Total allowance for loan losses and unfunded lending commitments
$
14,185

$
14,028

$
14,662

$
15,048

$
15,621

Net consumer credit losses
$
1,513

$
1,668

$
1,613

$
1,813

$
1,964

As a percentage of average consumer loans
1.90
%
2.00
%
1.93
%
2.15
%
2.24
 %
Net corporate credit losses
$
211

$
94

$
50

$
107

$
(7
)
As a percentage of average corporate loans
0.29
%
0.13
%
0.07
%
0.15
%
(0.01
)%
Allowance for loan losses at end of period (11)
 
 
 
 
 
Citicorp
$
10,544

$
10,331

$
10,213

$
10,368

$
10,662

Citi Holdings
2,168

2,295

3,413

3,707

3,936

Total Citigroup
$
12,712

$
12,626

$
13,626

$
14,075

$
14,598

Allowance by type
 
 
 
 
 
Consumer
$
9,807

$
9,835

$
11,030

$
11,669

$
12,052

Corporate
2,905

2,791

2,596

2,406

2,546

Total Citigroup
$
12,712

$
12,626

$
13,626

$
14,075

$
14,598

(1)
Recoveries have been reduced by certain collection costs that are incurred only if collection efforts are successful.
(2)
Includes all adjustments to the allowance for credit losses, such as changes in the allowance from acquisitions, dispositions, securitizations, FX translation, purchase accounting adjustments, etc.
(3)
The first quarter of 2016 includes a reduction of approximately $148 million related to the sale or transfers to held-for-sale (HFS) of various loan portfolios, including a reduction of $29 million related to the transfers of a real estate loan portfolio to HFS. Additionally, the first quarter includes an increase of approximately $63 million related to FX translation.

58



(4)
The fourth quarter of 2015 includes a reduction of approximately $1.1 billion related to the sale or transfers to HFS of various loan portfolios, including a reduction of $1.1 billion related to the transfers of a real estate loan portfolio to HFS. Additionally, the fourth quarter includes a reduction of approximately $35 million related to FX translation.
(5)
The fourth quarter of 2015 includes a reclassification of $271 million of Allowance for loan losses to allowance for unfunded lending commitments, included in the Other line item. This reclassification reflects the re-attribution of $271 million in allowance for credit losses between the funded and unfunded portions of the corporate credit portfolios and does not reflect a change in the underlying credit performance of these portfolios.
(6)
The third quarter of 2015 includes a reduction of approximately $110 million related to the sale or transfers to HFS of various loan portfolios, including a reduction of $14 million related to a transfer of a real estate loan portfolio to HFS. Additionally, the third quarter includes a reduction of approximately $255 million related to FX translation.
(7)
The second quarter of 2015 includes a reduction of approximately $88 million related to the sale or transfers to held-for-sale (HFS) of various loan portfolios, including a reduction of $34 million related to a transfer of a real estate loan portfolio to HFS. Additionally, the second quarter of 2015 includes a reduction of approximately $39 million related to FX translation.
(8)
The first quarter of 2015 includes a reduction of approximately $1.0 billion related to the sale or transfers to HFS of various loan portfolios, including a reduction of $281 million related to a transfer of a real estate loan portfolio to HFS. Additionally, the first quarter of 2015 includes a reduction of approximately $145 million related to FX translation.
(9)
March 31, 2016, December 31, 2015, September 30, 2015, June 30, 2015 and March 31, 2015 exclude $4.8 billion, $5.0 billion, $5.5 billion, $6.5 billion and $6.6 billion, respectively, of loans which are carried at fair value.
(10)
Represents additional credit reserves recorded as Other liabilities on the Consolidated Balance Sheet.
(11)
Allowance for loan losses represents management’s best estimate of probable losses inherent in the portfolio, as well as probable losses related to large individually evaluated impaired loans and troubled debt restructurings. See “Significant Accounting Policies and Significant Estimates” and Note 1 to the Consolidated Financial Statements in Citi’s 2015 Annual Report on Form 10-K. Attribution of the allowance is made for analytical purposes only and the entire allowance is available to absorb probable credit losses inherent in the overall portfolio.

59



Allowance for Loan Losses
The following tables detail information on Citi’s allowance for loan losses, loans and coverage ratios:
 
March 31, 2016
In billions of dollars
Allowance for
loan losses
Loans, net of
unearned income
Allowance as a
percentage of loans (1)
North America  cards (2)
$
4.5

$
107.5

4.2
%
North America  mortgages (3)
1.6

78.7

2.0

North America  other
0.6

13.3

4.5

International cards
1.5

25.6

5.9

International other (4)
1.6

92.8

1.7

Total consumer
$
9.8

$
317.9

3.1
%
Total corporate
2.9

300.9

1.0

Total Citigroup
$
12.7

$
618.8

2.1
%
(1)
Allowance as a percentage of loans excludes loans that are carried at fair value.
(2)
Includes both Citi-branded cards and Citi retail services. The $4.5 billion of loan loss reserves represented approximately 15 months of coincident net credit loss coverage.
(3)
Of the $1.6 billion , approximately $1.5 billion was allocated to North America mortgages in Citi Holdings. Of the $1.6 billion , approximately $0.5 billion and $1.1 billion are determined in accordance with ASC 450-20 and ASC 310-10-35 (troubled debt restructurings), respectively. Of the $78.7 billion in loans, approximately $72.0 billion and $6.7 billion of the loans are evaluated in accordance with ASC 450-20 and ASC 310-10-35 (troubled debt restructurings), respectively. For additional information, see Note 15 to the Consolidated Financial Statements.
(4)
Includes mortgages and other retail loans.

 
December 31, 2015
In billions of dollars
Allowance for
loan losses
Loans, net of
unearned income
Allowance as a
percentage of loans (1)
North America  cards (2)
$
4.5

$
113.4

4.0
%
North America  mortgages (3)
1.7

79.6

2.1

North America  other
0.5

13.0

3.8

International cards
1.6

26.7

6.0

International other (4)
1.5

93.1

1.6

Total consumer
$
9.8

$
325.8

3.0
%
Total corporate
2.8

291.8

1.0

Total Citigroup
$
12.6

$
617.6

2.1
%
(1)
Allowance as a percentage of loans excludes loans that are carried at fair value.
(2)
Includes both Citi-branded cards and Citi retail services. The $4.5 billion of loan loss reserves represented approximately 15 months of coincident net credit loss coverage.
(3)
Of the $1.7 billion, approximately $1.6 billion was allocated to North America mortgages in Citi Holdings. Of the $1.7 billion, approximately $0.6 billion and $1.1 billion are determined in accordance with ASC 450-20 and ASC 310-10-35 (troubled debt restructurings), respectively. Of the $79.6 billion in loans, approximately $72.3 billion and $7.1 billion of the loans are evaluated in accordance with ASC 450-20 and ASC 310-10-35 (troubled debt restructurings), respectively. For additional information, see Note 15 to the Consolidated Financial Statements.
(4)
Includes mortgages and other retail loans.

60



Non-Accrual Loans and Assets and Renegotiated Loans
There is a certain amount of overlap among non-accrual loans and assets and renegotiated loans. The following summary provides a general description of each category:

Non-Accrual Loans and Assets:
Corporate and consumer (commercial market) non-accrual status is based on the determination that payment of interest or principal is doubtful.
A corporate loan may be classified as non-accrual and still be performing under the terms of the loan structure. Payments received on corporate non-accrual loans are generally applied to loan principal and not reflected as interest income. Approximately 46% and 45% of Citi’s corporate non-accrual loans were performing at March 31, 2016 and December 31, 2015, respectively.
Consumer non-accrual status is generally based on aging, i.e., the borrower has fallen behind on payments.
Mortgage loans in regulated bank entities discharged through Chapter 7 bankruptcy, other than FHA insured loans, are classified as non-accrual. Non-bank mortgage loans discharged through Chapter 7 bankruptcy are classified as non-accrual at 90 days or more past due. In addition, home equity loans in regulated bank entities are classified as non-accrual if the related residential first mortgage loan is 90 days or more past due.
North America Citi-branded cards and Citi retail services are not included because, under industry standards, credit card loans accrue interest until such loans are charged off, which typically occurs at 180 days contractual delinquency.
Renegotiated Loans:
Includes both corporate and consumer loans whose terms have been modified in a troubled debt restructuring (TDR).
Includes both accrual and non-accrual TDRs.



61



Non-Accrual Loans and Assets
The table below summarizes Citigroup’s non-accrual loans as of the periods indicated. Non-accrual loans may still be current on interest payments. In situations where Citi reasonably expects that only a portion of the principal owed will ultimately be collected, all payments received are reflected as a reduction of principal and not as interest income. For all other non-accrual loans, cash interest receipts are generally recorded as revenue.
 
As set forth in the tables below, Citi’s corporate non-accrual loans within Citicorp increased during the first quarter of 2016 by 47% or approximately $730 million, with approximately $500 million of such increase related to energy and energy-related exposures (for additional information on these exposures, see “Corporate Credit” above). Approximately two-thirds of the total additions to corporate non-accrual loans during the quarter remained performing as of March 31, 2016.

 
Mar. 31,
Dec. 31,
Sept. 30,
Jun. 30,
Mar. 31,
In millions of dollars
2016
2015
2015
2015
2015
Citicorp
$
3,718

$
2,991

$
2,921

$
2,684

$
2,674

Citi Holdings
2,210

2,263

3,486

3,800

4,080

Total non-accrual loans
$
5,928

$
5,254

$
6,407

$
6,484

$
6,754

Corporate non-accrual loans (1)(2)





North America
$
1,331

$
818

$
833

$
467

$
347

EMEA
469

347

386

385

305

Latin America
410

303

230

226

379

Asia
117

128

129

145

151

Total corporate non-accrual loans
$
2,327

$
1,596

$
1,578

$
1,223

$
1,182

Citicorp
$
2,275

$
1,543

$
1,525

$
1,168

$
1,129

Citi Holdings
52

53

53

55

53

Total corporate non-accrual loans
$
2,327

$
1,596

$
1,578

$
1,223

$
1,182

Consumer non-accrual loans (1)(3)
 
 
 
 
 
North America
$
2,519

$
2,515

$
3,622

$
3,928

$
4,184

Latin America
817

874

935

1,032

1,084

Asia (4)
265

269

272

301

304

Total consumer non-accrual loans
$
3,601

$
3,658

$
4,829

$
5,261

$
5,572

Citicorp
$
1,443

$
1,448

$
1,396

$
1,516

$
1,545

Citi Holdings
2,158

2,210

3,433

3,745

4,027

Total consumer non-accrual loans          
$
3,601

$
3,658

$
4,829

$
5,261

$
5,572


(1)
Excludes purchased distressed loans, as they are generally accreting interest. The carrying value of these loans was $236 million at March 31, 2016 , $250 million at December 31, 2015 , $320 million at September 30, 2015 , $343 million at June 30, 2015 and $ 398 million at March 31, 2015 .
(2)
The increase in corporate non-accrual loans during the third quarter of 2015 primarily related to Citi’s North America energy and energy-related corporate credit exposure. For additional information, see “Credit Risk—Corporate Credit” in Citi’s 2015 Annual Report on Form 10-K.
(3) The December 31, 2015 decline includes the impact related to the transfer of approximately $8 billion of mortgage loans to Loans , held-for-sale (HFS) (included within Other assets ).
(4) For reporting purposes, Asia GCB includes the results of operations of EMEA GCB for all periods presented.


62



The changes in Citigroup’s non-accrual loans were as follows:
 
Three months ended
Three months ended
 
March 31, 2016
March 31, 2015
In millions of dollars
Corporate
Consumer
Total
Corporate
Consumer
Total
Non-accrual loans at beginning of period
$
1,596

$
3,658

$
5,254

$
1,202

$
5,905

$
7,107

Additions
1,047

914

1,961

196

1,856

2,052

Sales and transfers to held-for-sale
(8
)
(162
)
(170
)
(36
)
(614
)
(650
)
Returned to performing
(15
)
(141
)
(156
)
(11
)
(326
)
(337
)
Paydowns/settlements
(98
)
(245
)
(343
)
(139
)
(307
)
(446
)
Charge-offs
(140
)
(436
)
(576
)
(18
)
(871
)
(889
)
Other
(55
)
13

(42
)
(12
)
(71
)
(83
)
Ending balance
$
2,327

$
3,601

$
5,928

$
1,182

$
5,572

$
6,754



63



The table below summarizes Citigroup’s other real estate owned (OREO) assets as of the periods indicated. This represents the carrying value of all real estate property acquired by foreclosure or other legal proceedings when Citi has taken possession of the collateral:
 
Mar. 31,
Dec. 31,
Sept. 30,
Jun. 30,
Mar. 31,
In millions of dollars
2016
2015
2015
2015
2015
OREO
 
 
 
 
 
Citicorp
$
74

$
70

$
83

$
85

$
102

Citi Holdings
131

139

144

161

172

Total OREO
$
205

$
209

$
227

$
246

$
274

North America
$
159

$
166

$
177

$
190

$
220

EMEA
1

1

1

1

1

Latin America
35

38

44

50

48

Asia
10

4

5

5

5

Total OREO
$
205

$
209

$
227

$
246

$
274

Non-accrual assets—Total Citigroup  





Corporate non-accrual loans
$
2,327

$
1,596

$
1,578

$
1,223

$
1,182

Consumer non-accrual loans
3,601

3,658

4,829

5,261

5,572

Non-accrual loans (NAL)
$
5,928

$
5,254

$
6,407

$
6,484

$
6,754

OREO
$
205

$
209

$
227

$
246

$
274

Non-accrual assets (NAA)
$
6,133

$
5,463

$
6,634

$
6,730

$
7,028

NAL as a percentage of total loans
0.96
%
0.85
%
1.03
%
1.03
%
1.09
%
NAA as a percentage of total assets
0.34

0.32

0.37

0.37

0.38

Allowance for loan losses as a percentage of NAL (1)
214

240

213

217

216


 
Mar. 31,
Dec. 31,
Sept. 30,
Jun. 30,
Mar. 31,
Non-accrual assets—Total Citicorp
2016
2015
2015
2015
2015
Non-accrual loans (NAL)
$
3,718

$
2,991

$
2,921

$
2,684

$
2,674

OREO
74

70

83

85

102

Non-accrual assets (NAA)
$
3,792

$
3,061

$
3,004

$
2,769

$
2,776

NAA as a percentage of total assets
0.22
%
0.19
%
0.18
%
0.16
%
0.16
%
Allowance for loan losses as a percentage of NAL (1)
284

345

350

386

399

Non-accrual assets—Total Citi Holdings





Non-accrual loans (NAL) (2)
$
2,210

$
2,263

$
3,486

$
3,800

$
4,080

OREO
131

139

144

161

172

Non-accrual assets (NAA)
$
2,341

$
2,402

$
3,630

$
3,961

$
4,252

NAA as a percentage of total assets
3.21
%
2.97
%
3.10
%
3.19
%
3.27
%
Allowance for loan losses as a percentage of NAL (1)
98

101

98

98

96


(1)
The allowance for loan losses includes the allowance for Citi’s credit card portfolios and purchased distressed loans, while the non-accrual loans exclude credit card balances (with the exception of certain international portfolios) and purchased distressed loans as these continue to accrue interest until charge-off.
(2)
The December 31, 2015 decline includes the impact related to the transfer of approximately $8 billion of mortgage loans to Loans , held-for-sale (HFS) (included within Other assets ).



64



Renegotiated Loans
The following table presents Citi’s loans modified in TDRs.
In millions of dollars
Mar. 31, 2016
Dec. 31, 2015
Corporate renegotiated loans (1)
 
 
In U.S. offices
 
 
Commercial and industrial (2)
$
20

$
25

Mortgage and real estate (3)
105

104

Loans to financial institutions
2

5

Other
264

273

 
$
391

$
407

In offices outside the U.S.
 
 
Commercial and industrial (2)
$
199

$
111

Mortgage and real estate (3)
34

33

Other
39

45

 
$
272

$
189

Total corporate renegotiated loans
$
663

$
596

Consumer renegotiated loans (4)(5)(6)(7)
 
 
In U.S. offices
 
 
Mortgage and real estate (8)
$
6,633

$
7,058

Cards
1,349

1,396

Installment and other
74

79

 
$
8,056

$
8,533

In offices outside the U.S.
 
 
Mortgage and real estate
$
524

$
474

Cards
549

555

Installment and other
494

514

 
$
1,567

$
1,543

Total consumer renegotiated loans
$
9,623

$
10,076

(1)
Includes $355 million and $258 million of non-accrual loans included in the non-accrual assets table above at March 31, 2016 and December 31, 2015, respectively. The remaining loans are accruing interest.
(2)
In addition to modifications reflected as TDRs at March 31, 2016 , Citi also modified $263 million commercial loans risk rated “Substandard Non-Performing” or worse (asset category defined by banking regulators) all within offices in the U.S. These modifications were not considered TDRs because the modifications did not involve a concession (a required element of a TDR for accounting purposes).
(3)
In addition to modifications reflected as TDRs at March 31, 2016 , Citi also modified $13 million of commercial real estate loans risk rated “Substandard Non-Performing” or worse (asset category defined by banking regulators) in offices inside the U.S. These modifications were not considered TDRs because the modifications did not involve a concession (a required element of a TDR for accounting purposes).
(4)
Includes $1,772 million and $1,852 million of non-accrual loans included in the non-accrual assets table above at March 31, 2016 and December 31, 2015 , respectively. The remaining loans are accruing interest.
(5)
Includes $95 million and $53 million of commercial real estate loans at March 31, 2016 and December 31, 2015 , respectively.
(6)
Includes $70 million and $128 million of other commercial loans at March 31, 2016 and December 31, 2015 , respectively.
(7)
Smaller-balance homogeneous loans were derived from Citi’s risk management systems.
(8)
Reduction in the first quarter of 2016 includes $251 million related to TDRs sold or transferred to held-for-sale.



65



LIQUIDITY RISK

For additional information on funding and liquidity at Citigroup, including its objectives, management and measurement, see “Liquidity Risk” and “Risk Factors” in Citi’s 2015 Annual Report on Form 10-K.
 
 





High-Quality Liquid Assets (HQLA)
 
Citibank
Non-Bank and Other (1)
Total
In billions of dollars
Mar. 31, 2016
Dec. 31, 2015
Mar. 31, 2015
Mar. 31, 2016
Dec. 31, 2015
Mar. 31, 2015
Mar. 31, 2016
Dec. 31, 2015
Mar. 31, 2015
Available cash
$
74.2

$
52.4

$
76.1

$
24.5

$
16.9

$
18.3

$
98.7

$
69.3

$
94.5

U.S. sovereign
117.6

110.1

115.4

22.6

32.4

20.0

140.3

142.4

135.4

U.S. agency/agency MBS
68.9

63.8

56.0

0.5

1.0

1.2

69.4

64.9

57.3

Foreign government debt (2)
86.8

84.8

96.9

19.6

14.9

13.4

106.4

99.7

110.3

Other investment grade
1.1

1.0

1.2

1.6

1.2

1.9

2.7

2.2

3.1

Total HQLA (EOP)
$
348.7

$
312.1

$
345.6

$
68.8

$
66.4

$
54.9

$
417.5

$
378.5

$
400.5

Total HQLA (AVG)
$
335.1

$
325.8


$
65.0

$
63.4


$
400.1

$
389.2



Note: Except as indicated, amounts set forth in the table above are as of period end and may increase or decrease intra-period in the ordinary course of business. For securities, the amounts represent the liquidity value that potentially could be realized, and thus exclude any securities that are encumbered, as well as the haircuts that would be required for securities financing transactions. The Federal Reserve Board has proposed requiring disclosure of HQLA, the Liquidity Coverage Ratio and related components on an average basis each quarter, as compared to end-of-period (for additional information, see “Liquidity Coverage Ratio (LCR)” below). Citi has presented in this Form 10-Q the average information on these metrics currently available, which includes average total HQLA, average LCR and average net outflows under the LCR for the periods 1Q’16 and 4Q’15; 1Q’15 and other component information is not currently available.
(1)
“Non-Bank and Other” includes the parent holding company (Citigroup), Citi’s broker-dealer subsidiaries and other non-bank subsidiaries that are consolidated into Citigroup as well as Banamex and Citibank (Switzerland) AG. Banamex and Citibank (Switzerland) AG account for approximately $8 billion of the “Non-Bank and Other” HQLA balance as of March 31, 2016.
(2)
Foreign government debt includes securities issued or guaranteed by foreign sovereigns, agencies and multilateral development banks. Foreign government debt securities are held largely to support local liquidity requirements and Citi’s local franchises, and principally include government bonds from India, Korea, Mexico, Poland and Singapore.

As set forth in the table above, Citi’s total HQLA increased sequentially on both an end-of-period and average basis, driven primarily by increases in deposit balances.
Citi’s HQLA as set forth above does not include Citi’s available borrowing capacity from the Federal Home Loan Banks (FHLB) of which Citi is a member, which was approximately $37 billion as of March 31, 2016 (compared to $36 billion as of December 31, 2015 and $38 billion as of March 31, 2015) and maintained by eligible collateral pledged to such banks. The HQLA also does not include Citi’s borrowing capacity at the U.S. Federal Reserve Bank discount window or other central banks, which would be in addition to the resources noted above.
In general, Citi’s liquidity is fungible across legal entities within its bank group. Citi’s bank subsidiaries, including Citibank, can lend to the Citi parent and broker-dealer entities in accordance with Section 23A of the Federal Reserve Act. As of March 31, 2016, the capacity available for lending to these
entities under Section 23A was approximately $14 billion, compared to $17 billion as of both December 31, 2015 and March 31, 2015, subject to certain eligible non-cash collateral requirements.

 
Loans
The table below sets forth the end-of-period loans, by business and/or segment, and the total average loans for each of the periods indicated:
In billions of dollars
Mar. 31, 2016
Dec. 31, 2015
Mar. 31, 2015
Global Consumer Banking
 
 
 
North America
$
160.9

$
165.5

$
154.0

Latin America
25.4

25.5

27.2

Asia (1)
86.3

86.0

89.6

Total
$
272.6

$
277.0

$
270.8

Institutional Clients Group
 
 
 
Corporate lending
119.6

114.9

110.5

Treasury and trade solutions (TTS)
73.0

71.4

74.8

Private bank, markets and securities services and other
108.2

105.3

97.8

Total
$
300.8

$
291.6

$
283.1

Total Citicorp
573.4

568.6

553.9

Total Citi Holdings
45.4

49.0

67.2

Total Citigroup loans (EOP)
$
618.8

$
617.6

$
621.1

Total Citigroup loans (AVG)
$
612.2

$
625.1

$
634.8


(1)
For reporting purposes, includes EMEA GCB for all periods presented.


66



End-of-period loans remained relatively unchanged both year-over-year and quarter-over-quarter. Excluding the impact of FX translation, Citigroup’s end-of-period loans increased 1% year-over-year and remained relatively unchanged sequentially, as growth in Citicorp offset continued reductions in Citi Holdings.
Excluding the impact of FX translation, Citicorp loans increased 5% year-over-year. GCB loans grew 2% year-over-year, driven by 4% growth in North America , including 2% growth in Citi-branded cards. International GCB loans remained relatively unchanged, as reductions in mortgages was offset by continued growth in personal loans and cards. ICG loans increased 7% year-over-year. Within ICG , corporate loans increased 10% driven by both new business and the funding of transaction-related commitments to target market clients. While treasury and trade solutions loans declined 1%, private bank, markets and securities services loans grew 11% year-over-year driven by continued opportunities to support client activities.
Citi Holdings loans decreased 32% year-over-year driven by $18 billion of reductions in North America mortgages, including transfers to held-for-sale (see Note 14 to the Consolidated Financial Statements).

Deposits
The table below sets forth the end-of-period deposits, by business and/or segment, and the total average deposits for each of the periods indicated:
In billions of dollars
Mar. 31, 2016
Dec. 31, 2015
Mar. 31, 2015
Global Consumer Banking
 
 
 
North America
$
183.7

$
181.6

$
181.6

Latin America
28.3

28.7

29.0

Asia (1)
90.7

87.6

89.5

Total
$
302.7

$
297.9

$
300.1

Institutional Clients Group
 
 
 
Treasury and trade solutions (TTS)
415.0

392.1

386.5

Banking ex-TTS
114.6

118.8

104.4

Markets and securities services
77.5

76.7

80.5

Total
$
607.1

$
587.7

$
571.3

Corporate/Other
15.6

12.0

12.3

Total Citicorp
$
925.4

$
897.6

$
883.7

Total Citi Holdings
9.2

10.3

15.9

Total Citigroup deposits (EOP)
$
934.6

$
907.9

$
899.6

Total Citigroup deposits (AVG)
$
911.7

$
908.8

$
899.5

(1)
For reporting purposes, includes EMEA GCB for all periods presented.

End-of-period deposits increased 4% year-over-year and 3% quarter-over-quarter. Excluding the impact of FX translation, Citigroup’s end-of-period deposits increased 5% year-over-year and 2% sequentially, despite continued reductions in Citi Holdings deposits.
Excluding the impact of FX translation, Citicorp deposits grew 6% year-over-year. Within Citicorp, GCB deposits
 
increased 2% year-over-year, driven by 4% growth in international deposits. ICG deposits increased 7% year-over-year, driven by increased operating flows from new and existing clients within treasury and trade solutions.
The decline in Citi Holdings deposits from the prior-year period was primarily driven by the now-complete transfer of Morgan Stanley Smith Barney (MSSB) deposits to Morgan Stanley.

Long-Term Debt
The weighted-average maturities of unsecured long-term debt issued by Citigroup and its affiliates (including Citibank) with a remaining life greater than one year (excluding remaining trust preferred securities outstanding) was approximately 7.0 years as of March 31, 2016 , a slight increase from both the prior-year period and sequentially, due primarily to the issuance of longer-dated debt securities during the first quarter of 2016 including in response to proposed total loss-absorbing capacity, or TLAC, requirements (for additional information on TLAC, see “Liquidity Risk— Long-Term Debt— Total Loss Absorbing Capacity (TLAC)” and “Risk Factors— Liquidity Risks” in Citi’s 2015 Annual Report on Form 10-K).
Citi’s long-term debt outstanding at the parent includes senior and subordinated debt and what Citi refers to as customer-related debt, consisting of structured notes, such as equity- and credit-linked notes, as well as non-structured notes. Citi’s issuance of customer-related debt is generally driven by customer demand and supplements benchmark debt issuance as a source of funding for Citi’s parent entities. Citi’s long-term debt at the bank also includes FHLB advances and securitizations.


67



Long-Term Debt Outstanding
The following table sets forth Citi’s total long-term debt outstanding for the periods indicated:
In billions of dollars
Mar. 31, 2016
Dec. 31, 2015
Mar. 31, 2015
Parent






Benchmark debt:
 
 
 
Senior debt
$
94.0

$
90.3

$
96.7

Subordinated debt
29.4

26.9

25.5

Trust preferred
1.7

1.7

1.7

Customer-related debt:



Structured debt
23.6

21.8

21.9

Non-structured debt
3.3

3.0

5.0

Local country and other (1)
4.1

2.4

1.0

Total parent
$
156.1

$
146.1

$
151.8

Bank






FHLB borrowings
$
17.1

$
17.8

$
16.3

Securitizations (2)
28.7

30.9

35.2

Local country and other (1)
6.0

6.5

7.2

Total bank
$
51.7

$
55.2

$
58.7

Total long-term debt
$
207.8

$
201.3

$
210.5

Note: Amounts represent the current value of long-term debt on Citi’s Consolidated Balance Sheet which, for certain debt instruments, includes consideration of fair value, hedging impacts and unamortized discounts and premiums.
(1)
Local country debt includes debt issued by Citi’s affiliates in support of their local operations.
(2)
Predominantly credit card securitizations, primarily backed by Citi-branded credit card receivables.

 
Citi’s total long-term debt outstanding decreased year-over-year but increased sequentially. Year-over-year, long-term debt decreased primarily due to continued reductions in securitizations at the bank entities, partially offset by issuances at the parent. Sequentially, long-term debt increased primarily due to the issuance of senior and subordinated debt at the parent during the first quarter of 2016, partially offset by continued declines in securitizations at the bank entities.
As part of its liability management, Citi has considered, and may continue to consider, opportunities to repurchase its long-term debt pursuant to open market purchases, tender offers or other means. Such repurchases help reduce Citi’s overall funding costs and assist it in meeting regulatory changes and requirements. During the first quarter of 2016, Citi repurchased an aggregate of approximately $0.5 billion of its outstanding long-term debt.





Long-Term Debt Issuances and Maturities
The table below details Citi’s long-term debt issuances and maturities (including repurchases and redemptions) during the periods presented:
 
1Q16
4Q15
1Q15
In billions of dollars
Maturities
Issuances
Maturities
Issuances
Maturities
Issuances
Parent












Benchmark debt:
 
 
 
 
 
 
Senior debt
$
4.3

$
5.2

$
12.8

$
5.2

$
5.1

$
6.1

Subordinated debt

1.5

0.9

1.5

0.4

1.0

Trust preferred






Customer-related debt:


 
 
 
 
Structured debt
2.2

3.2

2.3

0.8

2.5

2.8

Non-structured debt
0.2


0.7

0.2

0.4


Local country and other

1.8


0.1

0.2

1.2

Total parent
$
6.8

$
11.7

$
16.7

$
7.8

$
8.6

$
11.1

Bank












FHLB borrowings
$
1.7

$
1.0

$

$
0.5

$
3.5

$

Securitizations
2.3


1.2


2.8


Local country and other
0.7

0.7

1.3

0.7

0.5

0.6

Total bank
$
4.7

$
1.7

$
2.5

$
1.2

$
6.9

$
0.6

Total
$
11.5

$
13.4

$
19.2

$
9.0

$
15.5

$
11.7



68



The table below shows Citi’s aggregate long-term debt maturities (including repurchases and redemptions) during the first quarter of 2016, as well as its aggregate expected annual long-term debt maturities as of March 31, 2016 :
 
Maturities
1Q16
 
 
In billions of dollars
2016
2017
2018
2019
2020
2021
Thereafter
Total
Parent


















Benchmark debt:
 
 
 
 
 
 
 
 

Senior debt
$
4.3

$
7.6

$
14.5

$
18.2

$
13.5

$
7.0

$
5.9

$
27.3

$
94.0

Subordinated debt

1.5

2.4

1.1

1.4



23.0

29.4

Trust preferred







1.7

1.7

Customer-related debt:
 
 
 
 
 
 
 
 

Structured debt
2.2

3.6

3.2

2.5

1.9

2.2

1.4

8.8

23.6

Non-structured debt
0.2

0.4

0.5

0.6

0.2

0.2

0.1

1.2

3.3

Local country and other

1.8

0.3

0.2

0.2

0.1

0.1

1.5

4.1

Total parent
$
6.8

$
14.9

$
21.0

$
22.6

$
17.1

$
9.6

$
7.5

$
63.4

$
156.1

Bank


















FHLB borrowings
$
1.7

$
7.8

$
8.8

$
0.5

$

$

$

$

$
17.1

Securitizations
2.3

9.4

5.3

8.4

1.9

0.1

2.5

1.0

28.7

Local country and other
0.7

1.6

1.9

0.4

0.6

0.9

0.2

0.3

6.0

Total bank
$
4.7

$
18.8

$
15.9

$
9.4

$
2.5

$
1.1

$
2.6

$
1.4

$
51.7

Total long-term debt
$
11.5

$
33.7

$
37.0

$
31.9

$
19.6

$
10.7

$
10.2

$
64.8

$
207.8


Secured Funding Transactions and Short-Term Borrowings
Citi supplements its primary sources of funding with short-term borrowings. Short-term borrowings generally include (i) secured funding transactions (securities loaned or sold under agreements to repurchase, or repos) and (ii) to a lesser extent, short-term borrowings consisting of commercial paper and borrowings from the FHLB and other market participants. See Note 17 to the Consolidated Financial Statements for further information on Citigroup’s and its affiliates’ outstanding short-term borrowings. Citi has purposefully reduced its commercial paper and other short-term borrowings, including FHLB borrowings, as it continued to grow its high-quality deposits.

Secured Funding
Secured funding is primarily accessed through Citi’s broker-dealer subsidiaries to fund efficiently both secured lending activity and a portion of securities inventory held in the context of market making and customer activities. Citi also executes a smaller portion of its secured funding transactions through its bank entities, which is typically collateralized by foreign government debt securities. Generally, daily changes in the level of Citi’s secured funding are primarily due to fluctuations in secured lending activity in the matched book (as described below) and securities inventory.
Secured funding of $157 billion as of March 31, 2016 declined 10% from the prior-year period and increased 7% sequentially. Excluding the impact of FX translation, secured funding decreased 11% from the prior-year period and increased 6% sequentially, both driven by normal business activity. Average balances for secured funding were

 

approximately $163 billion for the quarter ended March 31, 2016.
The portion of secured funding in the broker-dealer subsidiaries that funds secured lending is commonly referred to as “matched book” activity. The majority of this activity is secured by high quality, liquid securities such as U.S. Treasury securities, U.S. agency securities and foreign government debt securities. Other secured funding is secured by less liquid securities, including equity securities, corporate bonds and asset-backed securities. The tenor of Citi’s matched book liabilities is generally equal to or longer than the tenor of the corresponding matched book assets.
The remainder of the secured funding activity in the broker-dealer subsidiaries serves to fund securities inventory held in the context of market making and customer activities. To maintain reliable funding under a wide range of market conditions, including under periods of stress, Citi manages these activities by taking into consideration the quality of the underlying collateral, and stipulating financing tenor. The weighted average maturity of Citi’s secured funding of less liquid securities inventory was greater than 110 days as of March 31, 2016.
Citi manages the risks in its secured funding by conducting daily stress tests to account for changes in capacity, tenors, haircut, collateral profile and client actions. Additionally, Citi maintains counterparty diversification by establishing concentration triggers and assessing counterparty reliability and stability under stress. Citi generally sources secured funding from more than 150 counterparties.



69



Liquidity Coverage Ratio (LCR)
In addition to internal measures that Citi has developed for a 30-day stress scenario, Citi also monitors its liquidity by reference to the LCR, as calculated pursuant to the U.S. LCR rules.
Generally, the LCR is designed to ensure that banks maintain an adequate level of HQLA to meet liquidity needs under an acute 30-day stress scenario. The LCR is calculated by dividing HQLA by estimated net outflows over a stressed 30-day period, with the net outflows determined by applying prescribed outflow factors to various categories of liabilities, such as deposits, unsecured and secured wholesale borrowings, unused lending commitments and derivatives-related exposures, partially offset by inflows from assets maturing within 30 days. Banks are required to calculate an add-on to address potential maturity mismatches between contractual cash outflows and inflows within the 30-day period in determining the total amount of net outflows. The minimum LCR requirement is 90% effective January 2016, increasing to 100% in January 2017.
In November 2015, the Federal Reserve Board issued proposed rules which would require additional disclosures relating to the LCR of large financial institutions, including Citi. Among other things, the proposed rules would require Citi to disclose its average HQLA, LCR and inflows and outflows each quarter, as compared to end-of-period amounts as Citi previously disclosed. In addition, the proposed rules would require disclosure of Citi’s calculation of the maturity mismatch add-on as well as other qualitative disclosures. The comment period on the proposed rules ended on February 2, 2016 and, while the Board proposed a July 1, 2016 effective date for these disclosures, final rules have not yet been implemented.
The table below sets forth the components of Citi’s LCR calculation and HQLA in excess of net outflows as of the periods indicated:
In billions of dollars
Mar. 31, 2016
Dec. 31, 2015
Mar. 31, 2015
HQLA
$
400.1

$
389.2

$
400.5

Net outflows
333.3

344.4

361.0

LCR
120
%
113
%
111
%
HQLA in excess of net outflows
$
66.8

$
44.8

$
39.5

Note: Amounts for 1Q’16 and 4Q’15 set forth in the table above are presented on an average basis; amounts for 1Q’15 are presented end-of-period (see the discussion preceding the table above). Accordingly, data in 1Q’16 and 4Q’15 is not directly comparable to data in 1Q’15.
As set forth in the table above, Citi’s LCR increased sequentially driven both by the increase in HQLA as discussed above, as well as lower net outflows due to a lengthening in the maturity of both deposits and repos.

 
Net Stable Funding Ratio (NSFR)
On April 26, 2016, the FDIC and the OCC issued a proposed rule to implement the Basel III NSFR requirement, and the Federal Reserve Board is expected to consider a proposed NSFR rule in early May 2016.
Based on the FDIC and OCC proposal, the U.S. proposed NSFR is largely consistent with the Basel Committee’s final NSFR rules (for additional information, see “Liquidity Risk— Liquidity Monitoring and Measurement” in Citi’s 2015 Annual Report on Form 10-K). In general, the NSFR assesses the availability of a bank’s stable funding against a required level. A bank’s available stable funding would include portions of equity, deposits and long-term debt, while its required stable funding would be based on the liquidity characteristics of its assets, derivatives and commitments. Standardized weightings would be required to be applied to the various asset and liabilities classes. The ratio of available stable funding to required stable funding would be required to be greater than 100%. The proposal would require full implementation of the NSFR beginning January 1, 2018. Citi continues to review this recently-issued proposal.















70



Credit Ratings
The table below sets forth the ratings for Citigroup and Citibank as of March 31, 2016 . While not included in the table below, the long-term and short-term ratings of Citigroup Global Markets Inc. (CGMI) were A/A-1 at Standard & Poor’s and A+/F1 at Fitch as of March 31, 2016 . The long-term and short-term ratings of Citigroup Global Markets Holdings Inc. (CGMHI) were BBB+/A-2 at Standard & Poor’s and A/F1 at Fitch as of March 31, 2016.

 
Citigroup Inc.
Citibank, N.A.
 
Senior
debt
Commercial
paper
Outlook
Long-
term
Short-
term
Outlook
Fitch Ratings (Fitch)
A
F1
Stable
A+
F1
Stable
Moody’s Investors Service (Moody’s)
Baa1
P-2
Stable
A1
P-1
Stable
Standard & Poor’s (S&P)
BBB+
A-2
Stable
A
A-1
Watch Positive

Potential Impacts of Ratings Downgrades
Ratings downgrades by Moody’s, Fitch or S&P could negatively impact Citigroup’s and/or Citibank’s funding and liquidity due to reduced funding capacity, including derivatives triggers, which could take the form of cash obligations and collateral requirements.
The following information is provided for the purpose of analyzing the potential funding and liquidity impact to Citigroup and Citibank of a hypothetical, simultaneous
ratings downgrade across all three major rating agencies. This analysis is subject to certain estimates, estimation methodologies, and judgments and uncertainties. Uncertainties include potential ratings limitations that certain entities may have with respect to permissible counterparties, as well as general subjective counterparty behavior. For example, certain corporate customers and markets counterparties could re-evaluate their business relationships with Citi and limit transactions in certain contracts or market instruments with Citi. Changes in counterparty behavior could impact Citi’s funding and liquidity, as well as the results of operations of certain of its businesses. The actual impact to Citigroup or Citibank is unpredictable and may differ materially from the potential funding and liquidity impacts described below. For additional information on the impact of credit rating changes on Citi and its applicable subsidiaries, see “Risk Factors— Liquidity Risks” in Citi’s 2015 Annual Report on Form 10-K.
 

Citigroup Inc. and Citibank—Potential Derivative Triggers
As of March 31, 2016 , Citi estimates that a hypothetical one-notch downgrade of the senior debt/long-term rating of Citigroup Inc. across all three major rating agencies could impact Citigroup’s funding and liquidity due to derivative triggers by approximately $0.8 billion, compared to $0.6 billion as of December 31, 2015. Other funding sources, such as securities financing transactions and other margin requirements, for which there are no explicit triggers, could also be adversely affected.
As of March 31, 2016 , Citi estimates that a hypothetical one-notch downgrade of the senior debt/long-term rating of Citibank across all three major rating agencies could impact Citibank’s funding and liquidity by approximately $1.3 billion, unchanged from December 31, 2015, due to derivative triggers.
In total, Citi estimates that a one-notch downgrade of Citigroup and Citibank, across all three major rating agencies, could result in aggregate cash obligations and collateral requirements of approximately $2.1 billion, compared to $1.9 billion as of December 31, 2015 (see also Note 21 to the Consolidated Financial Statements). As set forth under “High-Quality Liquid Assets” above, the liquidity resources of Citibank were approximately $335 billion and the liquidity resources of Citi’s non-bank and other entities were approximately $65 billion, for a total of approximately $400 billion as of March 31, 2016 . These liquidity resources are available in part as a contingency for the potential events described above.


71



In addition, a broad range of mitigating actions are currently included in Citigroup’s and Citibank’s contingency funding plans. For Citigroup, these mitigating factors include, but are not limited to, accessing surplus funding capacity from existing clients, tailoring levels of secured lending, and adjusting the size of select trading books and collateralized borrowings from certain Citibank subsidiaries. Mitigating actions available to Citibank include, but are not limited to, selling or financing highly liquid government securities, tailoring levels of secured lending, adjusting the size of select trading assets, reducing loan originations and renewals, raising additional deposits, or borrowing from the FHLB or central banks. Citi believes these mitigating actions could substantially reduce the funding and liquidity risk, if any, of the potential downgrades described above.

 
Citibank—Additional Potential Impacts
In addition to the above derivative triggers, Citi believes that a potential one-notch downgrade of Citibank’s senior debt/long-term rating by S&P could also have an adverse impact on the commercial paper/short-term rating of Citibank. As of March 31, 2016 , Citibank had liquidity commitments of approximately $10.0 billion to consolidated asset-backed commercial paper conduits, unchanged from December 31, 2015 (as referenced in Note 20 to the Consolidated Financial Statements).
In addition to the above-referenced liquidity resources of certain Citibank and Banamex entities, Citibank could reduce the funding and liquidity risk, if any, of the potential downgrades described above through mitigating actions, including repricing or reducing certain commitments to commercial paper conduits. In the event of the potential downgrades described above, Citi believes that certain corporate customers could re-evaluate their deposit relationships with Citibank. This re-evaluation could result in clients adjusting their discretionary deposit levels or changing their depository institution, which could potentially reduce certain deposit levels at Citibank. However, Citi could choose to adjust pricing, offer alternative deposit products to its existing customers or seek to attract deposits from new customers, in addition to the mitigating actions referenced above.


72



MARKET RISK

Market risk emanates from both Citi’s trading and non-trading portfolios. Trading portfolios comprise all assets and liabilities marked-to-market, with results reflected in earnings. Non-trading portfolios include all other assets and liabilities.
For additional information, see “Market Risk” and “Risk Factors” in Citi’s 2015 Annual Report on Form 10-K.

 
Market Risk of Non-Trading Portfolios
For additional information on Citi’s net interest revenue (for interest rate exposure purposes), interest rate risk and interest rate risk measurement, see “Market Risk of Non-Trading Portfolios” in Citi’s 2015 Annual Report on Form 10-K.

The following table sets forth the estimated impact to Citi’s net interest revenue, AOCI and the Common Equity Tier 1 Capital ratio (on a fully implemented basis), each assuming an unanticipated parallel instantaneous 100 basis point increase in interest rates.
In millions of dollars (unless otherwise noted)
Mar. 31, 2016
Dec. 31, 2015
Mar. 31, 2015
Estimated annualized impact to net interest revenue
 
 
 
U.S. dollar (1)
$
1,362

$
1,419

$
1,263

All other currencies
587

635

611

Total
$
1,949

$
2,054

$
1,874

As a percentage of average interest-earning assets
0.13
%
0.13
%
0.12
%
Estimated initial impact to AOCI (after-tax) (2)
$
(4,950
)
$
(4,837
)
$
(3,931
)
Estimated initial impact on Common Equity Tier 1 Capital ratio (bps) (3)
(57
)
(57
)
(45
)
(1)
Certain trading-oriented businesses within Citi have accrual-accounted positions that are excluded from the estimated impact to net interest revenue in the table since these exposures are managed economically in combination with mark-to-market positions. The U.S. dollar interest rate exposure associated with these businesses was $(240) million for a 100 basis point instantaneous increase in interest rates as of March 31, 2016 .
(2)
Includes the effect of changes in interest rates on AOCI related to investment securities, cash flow hedges and pension liability adjustments.
(3)
The estimated initial impact to the Common Equity Tier 1 Capital ratio considers the effect of Citi’s deferred tax asset position and is based on only the estimated initial AOCI impact above.
The sequential decrease in the estimated impact to net interest revenue primarily reflected changes in the balance sheet composition, including changes in the deposit mix, partially offset by an increasing capital base. The sequential increase in the estimated impact to AOCI primarily reflected changes in the composition of Citi Treasury’s investment and interest rate derivatives portfolio.
In the event of an unanticipated parallel instantaneous 100 basis point increase in interest rates, Citi expects the negative impact to AOCI would be offset in stockholders’ equity through the combination of expected incremental net interest revenue and the expected recovery of the impact on AOCI through accretion of Citi’s investment portfolio over a period of time. As of March 31, 2016, Citi expects that the negative
 
$5.0 billion impact to AOCI in such a scenario could potentially be offset over approximately 28 months.
The following table sets forth the estimated impact to Citi’s net interest revenue, AOCI and the Common Equity Tier 1 Capital ratio (on a fully implemented basis) under four different changes in interest rate scenarios for the U.S. dollar and Citi’s other currencies. While Citi also monitors the impact of a parallel decrease in interest rates, a 100 basis point decrease in short-term interest rates is not meaningful, as it would imply negative interest rates in many of Citi's markets.



In millions of dollars (unless otherwise noted)
Scenario 1
Scenario 2
Scenario 3
Scenario 4
Overnight rate change (bps)
100

100



10-year rate change (bps)
100


100

(100
)
Estimated annualized impact to net interest revenue  
 
 
 
 
U.S. dollar
$
1,362

$
1,363

$
121

$
(211
)
All other currencies
587

544

33

(34
)
Total
$
1,949

$
1,907

$
154

$
(245
)
Estimated initial impact to AOCI (after-tax) (1)
$
(4,950
)
$
(3,018
)
$
(2,269
)
$
1,896

Estimated initial impact to Common Equity Tier 1 Capital ratio (bps) (2)
(57
)
(34
)
(27
)
22

Note: Each scenario in the table above assumes that the rate change will occur instantaneously. Changes in interest rates for maturities between the overnight rate and the 10-year rate are interpolated.
(1)
Includes the effect of changes in interest rates on AOCI related to investment securities, cash flow hedges and pension liability adjustments.
(2)
The estimated initial impact to the Common Equity Tier 1 Capital ratio considers the effect of Citi’s deferred tax asset position and is based on only the estimated AOCI impact above.

73



As shown in the table above, the magnitude of the impact to Citi’s net interest revenue and AOCI is greater under scenario 2 as compared to scenario 3. This is because the combination of changes to Citi’s investment portfolio, partially offset by changes related to Citi’s pension liabilities, results in a net position that is more sensitive to rates at shorter and intermediate term maturities.
Over the past year, a number of central banks, including the European Central Bank, the Bank of Japan and the Swiss National Bank, have implemented negative interest rates, and additional governmental entities could do so in the future. While negative interest rates can adversely impact net interest revenue (as well as net interest margin), Citi has, to date, been able to partially offset the impact of negative rates in these jurisdictions through a combination of business and Citi Treasury interest rate risk mitigation activities, including applying negative rates to client accounts (for additional information on Citi Treasury’s ongoing interest rate mitigation activities, see “Market Risk—Market Risk of Non-Trading Portfolios” in Citi’s 2015 Annual Reporting on Form 10-K).

Changes in Foreign Exchange Rates—Impacts on AOCI and Capital
As of March 31, 2016, Citi estimates that an unanticipated parallel instantaneous 5% appreciation of the U.S. dollar against all of the other currencies in which Citi has invested capital could reduce Citi’s tangible common equity (TCE) by approximately $1.5 billion, or 0.82% of TCE, as a result of changes to Citi’s foreign currency translation adjustment in AOCI, net of hedges. This impact would be primarily due to changes in the value of the Mexican peso, the Euro and the Japanese Yen.
 
This impact is also before any mitigating actions Citi may take, including ongoing management of its foreign currency translation exposure. Specifically, as currency movements change the value of Citi’s net investments in foreign-currency-denominated capital, these movements also change the value of Citi’s risk-weighted assets denominated in those currencies. This, coupled with Citi’s foreign currency hedging strategies, such as foreign currency borrowings, foreign currency forwards and other currency hedging instruments, lessens the impact of foreign currency movements on Citi’s Common Equity Tier 1 Capital ratio. Changes in these hedging strategies, as well as hedging costs, divestitures and tax impacts, can further impact the actual impact of changes in foreign exchange rates on Citi’s capital as compared to an unanticipated parallel shock, as described above.
The effect of Citi’s ongoing management strategies with respect to changes in foreign exchange rates and the impact of these changes on Citi’s TCE and Common Equity Tier 1 Capital ratio are shown in the table below. For additional information on the changes in AOCI, see Note 18 to the Consolidated Financial Statements.













 
For the quarter ended
In millions of dollars (unless otherwise noted)
Mar. 31, 2016
Dec. 31, 2015
Mar. 31, 2015
Change in FX spot rate (1)
2.1
%
(1.1
)%
(4.5
)%
Change in TCE due to FX translation, net of hedges
$
396

$
(696
)
$
(1,763
)
As a percentage of TCE
0.2
%
(0.4
)%
(1.0
)%
Estimated impact to Common Equity Tier 1 Capital ratio (on a fully implemented basis) due
  to changes in FX translation, net of hedges (bps)
(1
)



(1)
FX spot rate change is a weighted average based upon Citi’s quarterly average GAAP capital exposure to foreign countries.




74



Interest Revenue/Expense and Net Interest Margin
 
1st Qtr.
 
4th Qtr.
 
1st Qtr.
 
Change
In millions of dollars, except as otherwise noted
2016
 
2015
 
2015
 
1Q16 vs. 1Q15
Interest revenue (1)
$
14,286

 
$
14,491

 
$
14,724

 
(3
)%
 
Interest expense
2,940

 
2,900

 
3,028

 
(3
)
 
Net interest revenue (1)(2)
$
11,346

 
$
11,591

 
$
11,696

 
(3
)%
 
Interest revenue—average rate
3.68
%
 
3.66
%
 
3.67
%
 
1

bps
Interest expense—average rate
0.99

 
0.96

 
0.96

 
3

bps
Net interest margin
2.92

 
2.92

 
2.92

 

bps
Interest-rate benchmarks
 
 
 
 
 
 
 
 
Two-year U.S. Treasury note—average rate
0.84
%
 
0.84
%
 
0.60
%
 
24

bps
10-year U.S. Treasury note—average rate
1.91

 
2.19

 
1.97

 
(6
)
bps
10-year vs. two-year spread
107

bps
135

bps
137

bps
 

 

Note: All interest expense amounts include FDIC deposit insurance assessments.
(1)
Net interest revenue includes the taxable equivalent adjustments related to the tax-exempt bond portfolio (based on the U.S. federal statutory tax rate of 35%) of $119 million, $126 million, and $124 million for the three months ended March 31, 2016, December 31, 2015 and March 31, 2015, respectively.
(2)
Excludes expenses associated with certain hybrid financial instruments, which are classified as Long-term debt and accounted for at fair value.


Citi’s net interest margin (NIM) is calculated by dividing gross interest revenue less gross interest expense by average interest earning assets. Citi’s NIM was 2.92% in the first quarter of 2016, unchanged sequentially as the sale of higher-yielding assets in OneMain Financial in the fourth quarter of 2015 was offset by the impact of higher interest rates.
As noted in the tables above, Citi’s interest expense includes the impact of FDIC deposit insurance assessments. As previously disclosed, as part of the Dodd-Frank Act, the FDIC is required to ensure that its deposit insurance fund reserve ratio reaches 1.35% by September 30, 2020. In March
 
2016, the FDIC issued a final rule that imposes on insured depository institutions with at least $10 billion in assets, which includes Citibank, a surcharge of 4.5 basis points per annum until the fund reaches the required ratio, which the FDIC estimates would take approximately two years. The FDIC has stated it expects that surcharges will commence in the second half of 2016. Based on its current assessment base, Citi estimates the net impact to Citibank would be approximately $500 million over the two-year period.



75



Additional Interest Rate Details
Average Balances and Interest Rates—Assets (1)(2)(3)(4)  
 
Average volume
Interest revenue
% Average rate
 
1st Qtr.
4th Qtr.
1st Qtr.
1st Qtr.
4th Qtr.
1st Qtr.
1st Qtr.
4th Qtr.
1st Qtr.
In millions of dollars, except rates
2016
2015
2015
2016
2015
2015
2016
2015
2015
Assets
 
 
 
 
 
 
 
 
 
Deposits with banks (5)
$
117,765

$
121,995

$
139,173

$
219

$
189

$
183

0.75
%
0.61
%
0.53
%
Federal funds sold and securities borrowed or purchased under agreements to resell (6)
 
 
 
 
 
 





In U.S. offices
$
150,044

$
150,326

$
151,077

$
374

$
308

$
283

1.00
%
0.81
%
0.76
%
In offices outside the U.S. (5)
78,571

76,087

90,102

273

246

359

1.40
%
1.28
%
1.62
%
Total
$
228,615

$
226,413

$
241,179

$
647

$
554

$
642

1.14
%
0.97
%
1.08
%
Trading account assets (7)(8)
 
 
 
 
 
 





In U.S. offices
$
104,982

$
108,349

$
116,950

$
953

$
1,018

$
918

3.65
%
3.73
%
3.18
%
In offices outside the U.S. (5)
99,118

95,566

111,309

518

447

516

2.10
%
1.86
%
1.88
%
Total
$
204,100

$
203,915

$
228,259

$
1,471

$
1,465

$
1,434

2.90
%
2.85
%
2.55
%
Investments
 
 
 
 
 
 





In U.S. offices
 
 
 
 
 
 





Taxable
$
228,980

$
219,533

$
213,431

$
1,000

$
958

$
940

1.76
%
1.73
%
1.79
%
Exempt from U.S. income tax
19,400

19,833

20,740

169

160

83

3.50
%
3.20
%
1.62
%
In offices outside the U.S. (5)
103,763

104,633

102,168

754

782

769

2.92
%
2.97
%
3.05
%
Total
$
352,143

$
343,999

$
336,339

$
1,923

$
1,900

$
1,792

2.20
%
2.19
%
2.16
%
Loans (net of unearned income) (9)
 
 
 
 
 
 





In U.S. offices
$
350,107

$
357,454

$
357,951

$
5,873

$
5,950

$
6,368

6.75
%
6.60
%
7.21
%
In offices outside the U.S. (5)
262,133

267,493

276,914

3,901

4,025

4,195

5.99
%
5.97
%
6.14
%
Total
$
612,240

$
624,947

$
634,865

$
9,774

$
9,975

$
10,563

6.42
%
6.33
%
6.75
%
Other interest-earning assets (10)
$
47,765

$
51,623

$
45,501

$
252

$
408

$
110

2.12
%
3.14
%
0.98
%
Total interest-earning assets
$
1,562,628

$
1,572,892

$
1,625,316

$
14,286

$
14,491

$
14,724

3.68
%
3.66
%
3.67
%
Non-interest-earning assets (7)
$
214,943

$
211,356

$
227,808

 
 
 
 
 
 
Total assets from discontinued operations



 
 
 
 
 
 
Total assets
$
1,777,571

$
1,784,248

$
1,853,124

 
 
 
 
 
 
(1)
Net interest revenue includes the taxable equivalent adjustments related to the tax-exempt bond portfolio (based on the U.S. federal statutory tax rate of 35%) of $119 million, $126 million, and $124 million for the three months ended March 31, 2016, December 31, 2015 and March 31, 2015, respectively.
(2)
Interest rates and amounts include the effects of risk management activities associated with the respective asset categories.
(3)
Monthly or quarterly averages have been used by certain subsidiaries where daily averages are unavailable.
(4)
Detailed average volume, Interest revenue and Interest expense exclude Discontinued operations . See Note  2 to the Consolidated Financial Statements.
(5)
Average rates reflect prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.
(6)
Average volumes of securities borrowed or purchased under agreements to resell are reported net pursuant to ASC 210-20-45. However, Interest revenue excludes the impact of ASC 210-20-45.
(7)
The fair value carrying amounts of derivative contracts are reported net, pursuant to ASC 815-10-45, in Non-interest-earning assets and Other non-interest-bearing liabilities .
(8)
Interest expense on Trading account liabilities of ICG is reported as a reduction of Interest revenue . Interest revenue and Interest expense on cash collateral positions are reported in interest on Trading account assets and Trading account liabilities , respectively.
(9)
Includes cash-basis loans.
(10)
Includes brokerage receivables.

76



Average Balances and Interest Rates—Liabilities and Equity, and Net Interest Revenue (1)(2)(3)(4)  
 
Average volume
Interest expense
% Average rate
 
1st Qtr.
4th Qtr.
1st Qtr.
1st Qtr.
4th Qtr.
1st Qtr.
1st Qtr.
4th Qtr.
1st Qtr.
In millions of dollars, except rates
2016
2015
2015
2016
2015
2015
2016
2015
2015
Liabilities
 
 
 
 
 
 
 
 
 
Deposits
 
 
 
 
 
 
 
 
 
In U.S. offices (5)
$
277,648

$
270,156

$
281,518

$
316

$
294

$
356

0.46
%
0.43
%
0.51
%
In offices outside the U.S. (6)
424,055

426,288

416,878

888

929

970

0.84
%
0.86
%
0.94
%
Total
$
701,703

$
696,444

$
698,396

$
1,204

$
1,223

$
1,326

0.69
%
0.70
%
0.77
%
Federal funds purchased and securities loaned or sold under agreements to repurchase (7)
 
 
 
 
 
 






In U.S. offices
$
103,523

$
102,429

$
106,394

$
260

$
198

$
163

1.01
%
0.77
%
0.62
%
In offices outside the U.S. (6)
59,392

60,861

70,720

242

218

213

1.64
%
1.42
%
1.22
%
Total
$
162,915

$
163,290

$
177,114

$
502

$
416

$
376

1.24
%
1.01
%
0.86
%
Trading account liabilities (8)(9)
 
 
 
 
 
 






In U.S. offices
$
23,636

$
24,627

$
28,040

$
52

$
32

$
23

0.88
%
0.52
%
0.33
%
In offices outside the U.S. (6)
41,676

38,575

45,159

36

26

24

0.35
%
0.27
%
0.22
%
Total
$
65,312

$
63,202

$
73,199

$
88

$
58

$
47

0.54
%
0.36
%
0.26
%
Short-term borrowings (10)
 
 
 
 
 
 






In U.S. offices
$
56,834

$
62,123

$
72,060

$
29

$
40

$
21

0.21
%
0.26
%
0.12
%
In offices outside the U.S. (6)
22,642

27,856

57,078

71

46

98

1.26
%
0.66
%
0.70
%
Total
$
79,476

$
89,979

$
129,138

$
100

$
86

$
119

0.51
%
0.38
%
0.37
%
Long-term debt (11)
 
 
 
 
 
 






In U.S. offices
$
172,429

$
177,836

$
191,555

$
995

$
1,062

$
1,110

2.32
%
2.37
%
2.35
%
In offices outside the U.S. (6)
6,854

8,111

7,007

51

55

50

2.99
%
2.69
%
2.89
%
Total
$
179,283

$
185,947

$
198,562

$
1,046

$
1,117

$
1,160

2.35
%
2.38
%
2.37
%
Total interest-bearing liabilities
$
1,188,689

$
1,198,862

$
1,276,409

$
2,940

$
2,900

$
3,028

0.99
%
0.96
%
0.96
%
Demand deposits in U.S. offices
$
31,336

$
28,025

$
24,018

 
 
 
 
 
 
Other non-interest-bearing liabilities (8)
332,065

334,132

339,129

 
 
 
 
 
 
Total liabilities from discontinued operations



 
 
 
 
 
 
Total liabilities
$
1,552,090

$
1,561,019

$
1,639,556

 
 
 
 
 
 
Citigroup stockholders’ equity (12)
$
224,320

$
222,006

$
212,133

 
 
 
 
 
 
Noncontrolling interest
1,161

1,223

1,435

 
 
 
 
 
 
Total equity (12)
$
225,481

$
223,229

$
213,568

 
 
 
 
 
 
Total liabilities and stockholders’ equity
$
1,777,571

$
1,784,248

$
1,853,124

 
 
 
 
 
 
Net interest revenue as a percentage of average interest-earning assets (13)
 
 
 
 
 
 
 
 
 
In U.S. offices
$
853,513

$
925,159

$
942,923

$
6,986

$
7,152

$
7,004

3.29
%
3.07
%
3.01
%
In offices outside the U.S. (6)
709,115

647,733

682,393

4,360

4,439

4,692

2.47

2.72

2.79

Total
$
1,562,628

$
1,572,892

$
1,625,316

$
11,346

$
11,591

$
11,696

2.92
%
2.92
%
2.92
%
(1)
Net interest revenue includes the taxable equivalent adjustments related to the tax-exempt bond portfolio (based on the U.S. federal statutory tax rate of 35%) of $119 million, $126 million, and $124 million for the three months ended March 31, 2016, December 31, 2015 and March 31, 2015, respectively.
(2)
Interest rates and amounts include the effects of risk management activities associated with the respective liability categories.
(3)
Monthly or quarterly averages have been used by certain subsidiaries where daily averages are unavailable.
(4)
Detailed average volume, Interest revenue and Interest expense exclude Discontinued operations . See Note  2 to the Consolidated Financial Statements.
(5)
Consists of other time deposits and savings deposits. Savings deposits are made up of insured money market accounts, NOW accounts, and other savings deposits. The interest expense on savings deposits includes FDIC deposit insurance assessments.
(6)
Average rates reflect prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.
(7)
Average volumes of securities sold under agreements to repurchase are reported net pursuant to ASC 210-20-45. However, Interest expense excludes the impact of ASC 210-20-45.

77



(8)
The fair value carrying amounts of derivative contracts are reported net, pursuant to ASC 815-10-45, in Non-interest-earning assets and Other non-interest-bearing liabilities .
(9)
Interest expense on Trading account liabilities of ICG is reported as a reduction of Interest revenue . Interest revenue and Interest expense on cash collateral positions are reported in interest on Trading account assets and Trading account liabilities , respectively.
(10)
Includes brokerage payables.
(11)
Excludes hybrid financial instruments and beneficial interests in consolidated VIEs that are classified as Long-term debt , as these obligations are accounted for in changes in fair value recorded in Principal transactions .
(12)
Includes stockholders’ equity from discontinued operations.
(13)
Includes allocations for capital and funding costs based on the location of the asset.

Analysis of Changes in Interest Revenue (1)(2)(3)  
 
1st Qtr. 2016 vs. 4th Qtr. 2015
1st Qtr. 2016 vs. 1st Qtr. 2015
 
Increase (decrease)
due to change in:
Increase (decrease)
due to change in:
In millions of dollars
Average
volume
Average
rate
Net
change
Average
volume
Average
rate
Net
change
Deposits with banks (4)
$
(7
)
$
37

$
30

$
(31
)
$
67

$
36

Federal funds sold and securities borrowed or
  purchased under agreements to resell
 
 
 
 
 
 
In U.S. offices
$
(1
)
$
67

$
66

$
(2
)
$
93

$
91

In offices outside the U.S. (4)
8

19

27

(43
)
(43
)
(86
)
Total
$
7

$
86

$
93

$
(45
)
$
50

$
5

Trading account assets (5)
 
 
 
 
 
 
In U.S. offices
$
(31
)
$
(34
)
$
(65
)
$
(100
)
$
135

$
35

In offices outside the U.S. (4)
17

54

71

(60
)
62

2

Total
$
(14
)
$
20

$
6

$
(160
)
$
197

$
37

Investments (1)
 
 
 
 
 
 
In U.S. offices
$
42

$
9

$
51

$
64

$
82

$
146

In offices outside the U.S. (4)
(6
)
(22
)
(28
)
12

(27
)
(15
)
Total
$
36

$
(13
)
$
23

$
76

$
55

$
131

Loans (net of unearned income) (6)
 
 
 
 
 
 
In U.S. offices
$
(123
)
$
46

$
(77
)
$
(137
)
$
(358
)
$
(495
)
In offices outside the U.S. (4)
(80
)
(44
)
(124
)
(221
)
(73
)
(294
)
Total
$
(203
)
$
2

$
(201
)
$
(358
)
$
(431
)
$
(789
)
Other interest-earning assets (7)
$
(29
)
$
(128
)
$
(157
)
$
6

$
136

$
142

Total interest revenue
$
(210
)
$
4

$
(206
)
$
(512
)
$
74

$
(438
)
(1)
The taxable equivalent adjustment is related to the tax-exempt bond portfolio based on the U.S. federal statutory tax rate of 35% and is included in this presentation.
(2)
Rate/volume variance is allocated based on the percentage relationship of changes in volume and changes in rate to the total net change.
(3)
Detailed average volume, Interest revenue and Interest expense exclude Discontinued operations . See Note  2 to the Consolidated Financial Statements.
(4)
Changes in average rates reflect changes in prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.
(5)
Interest expense on Trading account liabilities of ICG is reported as a reduction of Interest revenue . Interest revenue and Interest expense on cash collateral positions are reported in interest on Trading account assets and Trading account liabilities , respectively.
(6)
Includes cash-basis loans.
(7)
Includes brokerage receivables.

78



Analysis of Changes in Interest Expense and Net Interest Revenue (1)(2)(3)  
 
1st Qtr. 2016 vs. 4th Qtr. 2015
1st Qtr. 2016 vs. 1st Qtr. 2015
 
Increase (decrease)
due to change in:
Increase (decrease)
due to change in:
In millions of dollars
Average
volume
Average
rate
Net
change
Average
volume
Average
rate
Net
change
Deposits
 
 
 
 
 
 
In U.S. offices
$
8

$
14

$
22

$
(5
)
$
(35
)
$
(40
)
In offices outside the U.S. (4)
(5
)
(36
)
(41
)
16

(98
)
(82
)
Total
$
3

$
(22
)
$
(19
)
$
11

$
(133
)
$
(122
)
Federal funds purchased and securities loaned or sold under agreements to repurchase
 
 
 
 
 
 
In U.S. offices
$
2

$
60

$
62

$
(5
)
$
102

$
97

In offices outside the U.S. (4)
(5
)
29

24

(38
)
67

29

Total
$
(3
)
$
89

$
86

$
(43
)
$
169

$
126

Trading account liabilities (5)
 
 
 
 
 
 
In U.S. offices
$
(1
)
$
21

$
20

$
(4
)
$
33

$
29

In offices outside the U.S. (4)
2

8

10

(2
)
14

12

Total
$
1

$
29

$
30

$
(6
)
$
47

$
41

Short-term borrowings (6)
 
 
 
 
 
 
In U.S. offices
$
(3
)
$
(8
)
$
(11
)
$
(5
)
$
13

$
8

In offices outside the U.S. (4)
(10
)
35

25

(80
)
53

(27
)
Total
$
(13
)
$
27

$
14

$
(85
)
$
66

$
(19
)
Long-term debt
 
 
 
 
 
 
In U.S. offices
$
(32
)
$
(35
)
$
(67
)
$
(110
)
$
(5
)
$
(115
)
In offices outside the U.S. (4)
(9
)
5

(4
)
(1
)
2

1

Total
$
(41
)
$
(30
)
$
(71
)
$
(111
)
$
(3
)
$
(114
)
Total interest expense
$
(53
)
$
93

$
40

$
(234
)
$
146

$
(88
)
Net interest revenue
$
(157
)
$
(89
)
$
(246
)
$
(278
)
$
(72
)
$
(350
)
(1)
The taxable equivalent adjustment is related to the tax-exempt bond portfolio based on the U.S. federal statutory tax rate of 35% and is included in this presentation.
(2)
Rate/volume variance is allocated based on the percentage relationship of changes in volume and changes in rate to the total net change.
(3)
Detailed average volume, Interest revenue and Interest expense exclude Discontinued operations . See Note  2 to the Consolidated Financial Statements.
(4)
Changes in average rates reflect changes in prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.
(5)
Interest expense on Trading account liabilities of ICG is reported as a reduction of Interest revenue . Interest revenue and Interest expense on cash collateral positions are reported in interest on Trading account assets and Trading account liabilities , respectively.
(6)
Includes brokerage payables.


79


Market Risk of Trading Portfolios
For additional information on Citi’s market risk of trading portfolios, see “Market Risk—Market Risk of Trading Portfolios” in Citi’s 2015 Annual Report on Form 10-K.


 
Value at Risk
As of March 31, 2016, Citi estimates that the conservative features of its VAR calibration contribute an approximate 22% add-on (compared to 17% at December 31, 2015) to what would be a VAR estimated under the assumption of stable and perfectly normal distributed markets. The increase is largely reflective of market volatility during the first quarter of 2016.
As set forth in the table below, Citi’s average Trading VAR and average Trading and Credit Portfolio VAR as of March 31, 2016 were largely unchanged sequentially as changes in interest rate exposure were mostly offset by changes in foreign exchange exposure in the markets sequentially and securities services businesses within ICG
Trading VAR as of March 31, 2016 decreased sequentially due to a change of risk profile in equity markets within ICG , as well as an increase in diversification benefit across businesses. Trading and Credit Portfolio VAR as of March 31, 2016 also decreased sequentially, although the decrease from Trading VAR was partially offset by an increase in CVA exposure.



 
 
First Quarter
 
Fourth Quarter
 
First Quarter
In millions of dollars
March 31, 2016
2016 Average
Dec. 31, 2015
2015 Average
March 31, 2015
2015 Average
Interest rate
$
37

$
41

$
37

$
35

$
63

$
60

Credit spread
62

64

56

64

71

$
75

Covariance adjustment (1)
(29
)
(27
)
(25
)
(25
)
(34
)
(33
)
Fully diversified interest rate and credit spread
$
70

$
78

$
68

$
74

$
100

$
102

Foreign exchange
25

29

27

35

29

31

Equity
9

15

17

15

25

16

Commodity
17

14

17

16

22

24

Covariance adjustment (1)
(62
)
(56
)
(53
)
(61
)
(69
)
(66
)
Total trading VAR—all market risk factors, including general and specific risk (excluding credit portfolios) (2)
$
59

$
80

$
76

$
79

$
107

$
107

Specific risk-only component (3)
$
7

$
7

$
11

$
7

$
8

$
6

Total trading VAR—general market risk factors only (excluding credit portfolios) (2)
$
52

$
73

$
65

$
72

$
99

$
101

Incremental impact of the credit portfolio (4)
$
29

$
28

$
22

$
28

$
30

$
24

Total trading and credit portfolio VAR
$
88

$
108

$
98

$
107

$
137

$
131


(1)
Covariance adjustment (also known as diversification benefit) equals the difference between the total VAR and the sum of the VARs tied to each individual risk type. The benefit reflects the fact that the risks within each and across risk types are not perfectly correlated and, consequently, the total VAR on a given day will be lower than the sum of the VARs relating to each individual risk type. The determination of the primary drivers of changes to the covariance adjustment is made by an examination of the impact of both model parameter and position changes.    
(2) The total Trading VAR includes mark-to-market and certain fair value option trading positions in ICG and Citi Holdings, with the exception of hedges to the loan portfolio, fair value option loans and all CVA exposures. Available-for-sale and accrual exposures are not included.
(3)
The specific risk-only component represents the level of equity and fixed income issuer-specific risk embedded in VAR.
(4)
The credit portfolio is composed of mark-to-market positions associated with non-trading business units including Citi Treasury, the CVA relating to derivative counterparties and all associated CVA hedges. FVA and DVA are not included. The credit portfolio also includes hedges to the loan portfolio, fair value option loans and hedges to the leveraged finance pipeline within capital markets origination in ICG .

 

80


The table below provides the range of market factor VARs associated with Citi’s total trading VAR, inclusive of specific risk:
 
First Quarter
Fourth Quarter
First Quarter
 
2016
2015
2015
In millions of dollars
Low
High
Low
High
Low
High
Interest rate
$
29

$
64

$
28

$
54

$
39

$
84

Credit spread
56

69

56

74

66

94

Fully diversified interest rate and credit spread
$
66

$
97

$
65

$
93

$
86

$
127

Foreign exchange
24

40

23

52

20

43

Equity
9

24

12

23

9

26

Commodity
10

18

14

20

18

37

Total trading
$
59

$
106

$
70

$
104

$
85

$
140

Total trading and credit portfolio
85

131

93

133

108

158

Note: No covariance adjustment can be inferred from the above table as the high and low for each market factor will be from different close of business dates.

The following table provides the VAR for ICG , excluding the CVA relating to derivative counterparties, hedges of CVA, fair value option loans and hedges to the loan portfolio:
In millions of dollars
Mar. 31, 2016
Total—all market risk factors, including general and specific risk
$
56

Average—during quarter
$
75

High—during quarter
99

Low—during quarter
56


Regulatory VAR Back-testing
In accordance with Basel III, Citi is required to perform back-testing to evaluate the effectiveness of its Regulatory VAR model. Regulatory VAR back-testing is the process in which the daily one-day VAR, at a 99% confidence interval, is compared to the buy-and-hold profit and loss (i.e., the profit and loss impact if the portfolio is held constant at the
 
end of the day and re-priced the following day). Buy-and-hold profit and loss represents the daily mark-to-market profit and loss attributable to price movements in covered positions from the close of the previous business day. Buy-and-hold profit and loss excludes realized trading revenue, net interest, fees and commissions, intra-day trading profit and loss, and changes in reserves.
Based on a 99% confidence level, Citi would expect two to three days in any one year where buy-and-hold losses exceeded the Regulatory VAR. Given the conservative calibration of Citi’s VAR model (as a result of taking the greater of short- and long-term volatilities and fat-tail scaling of volatilities), Citi would expect fewer exceptions under normal and stable market conditions. Periods of unstable market conditions could increase the number of back-testing exceptions.
As of March 31, 2016, there were no back-testing exceptions observed for Citi’s Regulatory VAR for the prior 12 months.








81



COUNTRY RISK

For additional information on country risk at Citi, see “Country Risk” and “Risk Factors” in Citi’s 2015 Annual Report on Form 10-K.

Emerging Markets Exposures
Citi generally defines emerging markets as countries in Latin America , Asia (other than Japan, Australia and New Zealand), Central and Eastern Europe, the Middle East and Africa.
The following table presents Citicorp’s principal emerging markets assets as of March 31, 2016. For
 
purposes of the table below, loan amounts are generally based on the domicile of the borrower. For example, a loan to a Chinese subsidiary of a Switzerland-based corporation will generally be categorized as a loan in China. Trading account assets and investment securities are generally categorized below based on the domicile of the issuer of the security or the underlying reference entity (for additional information on the assets included in the table, see the footnotes to the table below).


 
As of March 31, 2016
As of Dec. 31, 2015
As of Mar. 31, 2015
GCB NCL Rate (4)
In billions of dollars
Trading account assets (1)
Investment securities (2)
Corporate loans (3)
GCB  loans (4)
Aggregate (5)
Aggregate (5)
Aggregate (5)
1Q'16
4Q'15
1Q'15
Mexico
$
5.4

$
16.9

$
7.1

$
25.4

$
54.8

$
54.5

$
57.9

4.5
%
4.7
 %
5.3
%
Korea
1.1

9.6

3.0

19.8

33.5

33.5

37.3

0.4

0.4

0.6

India
2.5

8.6

9.6

6.2

27.0

26.6

25.5

0.7

0.8

0.7

Singapore
0.2

6.5

5.1

13.4

25.1

24.4

25.5

0.3

0.3

0.2

Brazil (4)
3.6

3.7

14.6

2.1

23.9

21.8

21.6

7.4

12.6

6.3

Hong Kong
0.7

5.3

7.3

10.4

23.7

24.6

23.7

0.3

0.7

0.4

China
2.7

2.5

8.1

4.7

17.9

17.5

17.4

0.5

0.9

1.0

Taiwan
0.9

1.6

3.7

7.8

14.0

13.1

13.0

0.4

0.4

0.2

Poland
1.6

5.4

2.8

1.6

11.4

9.0

8.6

0.7

(1.3
)
0.5

Malaysia
1.0

0.7

1.9

4.9

8.5

6.9

7.1

0.7

0.7

0.7

Thailand
0.7

1.5

0.8

1.9

4.9

4.2

4.5

2.8

3.2

2.8

Colombia (4)
0.2

0.4

2.5

1.7

4.7

4.4

4.2

3.5

3.5

3.5

UAE
(0.2
)

3.3

1.3

4.5

4.0

3.6

4.0

3.2

2.2

Russia
0.5

0.5

2.5

0.9

4.3

4.0

5.7

3.1

3.1

3.0

Indonesia
0.3

1.0

1.6

1.2

4.2

3.7

4.4

3.0

7.8

2.2

Turkey
(0.2
)
0.4

3.7


3.9

3.2

3.9




Argentina (4)(6)
0.4

0.4

1.5

0.7

3.0

3.2

3.1

0.7

0.8

1.1

Philippines
0.5

0.4

0.6

1.1

2.5

2.1

2.5

3.6

3.6

4.6

South Africa
(0.2
)
0.7

1.4


1.9

1.9

3.2




Hungary
0.4

0.8

0.6


1.8

1.5

1.6





Note: Aggregate may not cross-foot due to rounding. Prior periods have been reclassified to conform to current period presentation.
(1)
Trading account assets are shown on a net basis and include derivative exposures where the underlying reference entity is located in that country. Does not include counterparty credit exposures.
(2)
Investment securities include securities available-for-sale, recorded at fair market value, and securities held-to-maturity, recorded at historical cost. Does not include investments accounted for under the equity method.
(3)
Corporate loans reflect funded loans within ICG , excluding the private bank, net of unearned income. In addition to the funded loans disclosed in the table above, through its ICG businesses (excluding the private bank), Citi had unfunded commitments to corporate customers in the emerging markets of approximately $34 billion as of March 31, 2016 (compared to $35 billion as of each of the quarters ended December 31, 2015 and March 31, 2015); no single country accounted for more than $4 billion of this amount. For information on ICG private bank loans, see the narrative to the table below.
(4)
As previously announced, effective in the first quarter of 2016, Citi’s consumer businesses in Argentina, Brazil and Colombia, which previously were reported as part of Latin America GCB , are reported as part of Citi Holdings, reflecting Citi’s intention to exit these businesses. For purposes of the table above only, GCB loans and GCB NCL rate continue to reflect these exposures.
(5)
Aggregate of Trading account assets, Investment securities, Corporate loans and GCB loans , based on the methodologies described above.
(6)
For additional information on Citi’s exposures in Argentina, see below.


82



Emerging Markets Trading Account Assets and Investment Securities
In the ordinary course of business, Citi holds securities in its trading accounts and investment accounts, including those above. Trading account assets are marked to market daily, with asset levels varying as Citi maintains inventory consistent with customer needs. Investment securities are recorded at either fair value or historical cost, based on the underlying accounting treatment, and are predominantly held as part of the local entity asset and liability management program or to comply with local regulatory requirements. In the markets in the table above, approximately 99% of Citi’s investment securities were related to sovereign issuers as of March 31, 2016.

Emerging Markets Consumer Lending
GCB ’s strategy within the emerging markets is consistent with GCB ’s overall strategy, which is to leverage its global footprint to serve its target clients. The retail bank seeks to be the preeminent bank for the emerging affluent and affluent consumers in large urban centers. In credit cards and in certain retail markets, Citi serves customers in a somewhat broader set of segments and geographies. Commercial banking generally serves small- and middle-market enterprises operating in GCB ’s geographic markets, focused on clients that value Citi’s global capabilities. Overall, Citi believes that its customers are more resilient than the overall market under a wide range of economic conditions. Citi’s consumer business has a well-established risk appetite framework across geographies and products that reflects the business strategy and activities and establishes boundaries around the key risks that arise from the strategy and activities.
As of March 31, 2016, GCB had approximately $101 billion of consumer loans outstanding to borrowers in the emerging markets, or approximately 37% of GCB ’s total loans, largely unchanged from December 31, 2015 and compared to $106 billion (39%) as of March 31, 2015. Of the approximate $101 billion as of March 31, 2016, the five largest emerging markets Mexico, Korea, Singapore, Hong Kong and Taiwan – comprised approximately 28% of GCB ’s total loans. Within the emerging markets, 33% of Citi’s GCB loans were mortgages, 23% were commercial banking loans, 25% were personal loans and 19% were credit card loans, each as of March 31, 2016.
Overall consumer credit quality remained generally stable in the first quarter of 2016, as net credit losses in the emerging markets were 1.7% of average loans, compared to 1.8% and 1.9% in the fourth quarter of 2015 and first quarter of 2015, respectively, consistent with Citi’s target market strategy and risk appetite framework.








 
Emerging Markets Corporate Lending
Consistent with ICG ’s overall strategy, Citi’s corporate clients in the emerging markets are typically large, multinational corporations that value Citi’s global network. Citi aims to establish relationships with these clients that encompass multiple products, consistent with client needs, including cash management and trade services, foreign exchange, lending, capital markets and M&A advisory. Citi believes that its target corporate segment is more resilient under a wide range of economic conditions, and that its relationship-based approach to client service enables it to effectively manage the risks inherent in such relationships. Citi has a well-established risk appetite framework around its corporate lending activities, including risk-based limits and approval authorities and portfolio concentration boundaries. For additional information on Citi’s corporate lending, see “Credit Risk—Corporate Credit” above.
As of March 31, 2016, corporate loans (excluding the private bank) were approximately $99 billion in the emerging markets, representing approximately 43% of total corporate loans outstanding, compared to $98 billion (44%) and $102 billion (46%) as of December 31, 2015 and March 31, 2015, respectively. No single emerging markets country accounted for more than 6% of Citi’s corporate loans as of the end of the first quarter of 2016.
As of March 31, 2016, over 70% of Citi’s emerging markets corporate credit portfolio (excluding the private bank), including loans and unfunded lending commitments, was rated investment grade. The majority of the remainder was rated BB or B according to Citi’s internal risk measurement system and methodology.
The private bank, which is part of ICG and primarily serves high-net-worth individuals, had approximately $17 billion of loans in the emerging markets as of March 31, 2016, representing approximately 25% of the business’s total loans outstanding, unchanged from December 31, 2015 and compared to $18 billion (28%) as of March 31, 2015. Private bank loans are typically secured by liquid collateral or real estate and, consistent with the rest of the ICG loan portfolio, the business has a well-established risk appetite framework around its lending activities, including risk-based limits and approval authorities and portfolio concentration boundaries.
Overall ICG net credit losses in the emerging markets were 0.1% of average loans in the first quarter of 2016, compared to 0.2% and 0.0% in the fourth quarter of 2015 and first quarter of 2015, respectively. The ratio of non-accrual ICG loans to total loans in the emerging markets increased slightly to 0.6% as of March 31, 2016, compared to 0.4% and 0.5% as of December 31, 2015 and March 31, 2015, respectively.





83



Argentina
For additional information relating to Citi’s exposures in Argentina, see “Country Risk—Argentina” in Citi’s 2015 Annual Report on Form 10-K.
As of March 31, 2016, Citi’s net investment in its Argentine operations was approximately $756 million, compared to $747 million at December 31, 2015.
At March 31, 2016, Citi had cumulative translation losses related to its investment in Argentina, net of
qualifying net investment hedges, of approximately $1.95 billion (pretax), which were recorded in stockholders’ equity. This compared to $1.88 billion (pretax) as of December 31, 2015. The cumulative translation losses would not be reclassified into earnings unless realized upon sale or liquidation of substantially all of Citibank’s Argentine
operations.
As noted above, Citi hedges currency risk in its net investment in Argentina to the extent possible and prudent. As of March 31, 2016, Citi’s total hedges against its net investment in Argentina were approximately $627 million (compared to $821 million as of December 31, 2015). The $627 million in total hedges at quarter-end consisted entirely of foreign currency forwards that were recorded as net investment hedges under ASC 815 (compared to $567 million at December 31, 2015); Citi did not maintain any non-qualifying hedges on its net investment as of March 31, 2016.
As of March 31, 2016, Citi had total third-party assets of approximately $3.8 billion in Citi Argentina (compared to $4.4 billion at December 31, 2015), primarily composed of corporate and consumer loans and cash on deposit with and short-term paper issued by the Central Bank of Argentina. A significant portion of these assets was funded with local deposits. Included in the total assets were U.S.-dollar denominated assets of approximately $545 million, compared to approximately $918 million at December 31, 2015. The sequential decrease in U.S.-dollar-denominated assets was largely due to the Argentine government’s loosening of foreign exchange controls toward the end of 2015.
In addition to these foreign exchange and other economic risks, as widely reported, Argentina has been engaged in litigation in the U.S. with certain “holdout” bond investors who did not accept restructured bonds in the restructuring of Argentine debt after Argentina defaulted on its sovereign obligations in 2001. On April 22, 2016, Argentina made the final settlement payments to the pertinent investors and the U.S. district court lifted the injunction against Argentina, effectively ending the “holdout” litigation. Citi Argentina believes it should be able to resolve its pending disputes with the Argentine government, including Citi’s suspension from certain capital markets activities.
 
Venezuela
For historical information on foreign exchange controls in Venezuela as well as Citi’s exposures in Venezuela, see “Country Risk—Venezuela” in Citi’s 2015 Annual Report on Form 10-K.
On March 10, 2016, new foreign exchange control rules went into effect in Venezuela establishing two types of foreign exchange rates: a floating exchange rate (the DICOM rate), which will be the default exchange rate, and a protected exchange rate (the DIPRO rate), to which Citi will not have access. The new rules eliminated the SICAD rate that Citi previously used to remeasure its net bolivar-denominated monetary assets. 
While there continues to be uncertainty regarding certain aspects of Venezuela’s new foreign exchange rules, Citi adopted the DICOM rate in remeasuring bolivar-denominated revenues, expenses and net monetary assets effective in the first quarter of 2016. As a result, Citi incurred a charge to earnings of approximately $180 million in the quarter, recorded in ICG , which reflected the write down of virtually all of Citi’s net investment in Venezuela.





84



INCOME TAXES

Deferred Tax Assets
For additional information on Citi’s deferred tax assets (DTAs), see “Risk Factors—Operational Risks,” “Significant Accounting Policies and Significant Estimates—Income Taxes” and Note 9 to the Consolidated Financial Statements in Citi’s 2015 Annual Report on Form 10-K.
At March 31, 2016, Citigroup had recorded net DTAs of approximately $46.3 billion, a decrease of $1.6 billion from December 31, 2015. The decrease in DTAs was driven primarily by gains in Other comprehensive income and the continued generation of U.S. taxable earnings in Citicorp.
The following table summarizes Citi’s net DTAs balance as of the periods presented. Of Citi’s net DTAs as of March 31, 2016, those arising from net operating losses, foreign tax credit and general business credit carry-forwards are 100% deducted in calculating Citi’s regulatory capital, while DTAs arising from temporary differences are deducted from regulatory capital if in excess of the 10%/15% limitations (see “Capital Resources” above). Approximately $17.3 billion of the net DTAs was not deducted in calculating regulatory capital pursuant to full Basel III implementation standards as of March 31, 2016. Citigroup continually seeks to improve the regulatory capital benefits of its DTAs through tax planning actions, including third-party transactions, as appropriate.
Jurisdiction/Component
DTAs balance
In billions of dollars
March 31,
2016
December 31, 2015
Total U.S.
$
43.9

$
45.2

Total foreign
2.4

2.6

Total
$
46.3

$
47.8



 

Effective Tax Rate
Citi’s effective tax rate for the first quarter of 2016 was 29.7%, as compared with 30.6% in the first quarter of 2015. The lower effective tax rate predominately reflected the lower level of pre-tax income in the current quarter.




85



DISCLOSURE CONTROLS AND PROCEDURES
Citi’s disclosure controls and procedures are designed to ensure that information required to be disclosed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including without limitation that information required to be disclosed by Citi in its SEC filings is accumulated and communicated to management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO) as appropriate to allow for timely decisions regarding required disclosure.
Citi’s Disclosure Committee assists the CEO and CFO in their responsibilities to design, establish, maintain and evaluate the effectiveness of Citi’s disclosure controls and procedures. The Disclosure Committee is responsible for, among other things, the oversight, maintenance and implementation of the disclosure controls and procedures, subject to the supervision and oversight of the CEO and CFO.
Citi’s management, with the participation of its CEO and CFO, has evaluated the effectiveness of Citigroup’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of March 31, 2016 and, based on that evaluation, the CEO and CFO have concluded that at that date Citigroup’s disclosure controls and procedures were effective.

DISCLOSURE PURSUANT TO SECTION 219 OF THE IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) to the Securities Exchange Act of 1934, as amended, Citi is required to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities that are subject to sanctions under U.S. law. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable law. Citi has no reportable activities pursuant to Section 219 for the first quarter of 2016.

 



86



FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-Q, including but not limited to statements included within the Management’s Discussion and Analysis of Financial Condition and Results of Operations, are “forward-looking statements” within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. In addition, Citigroup also may make forward-looking statements in its other documents filed or furnished with the SEC, and its management may make forward-looking statements orally to analysts, investors, representatives of the media and others.
Generally, forward-looking statements are not based on historical facts but instead represent Citigroup’s and its management’s beliefs regarding future events. Such statements may be identified by words such as believe, expect, anticipate, intend, estimate, may increase, may fluctuate, and similar expressions or future or conditional verbs such as will, should, would and could.
Such statements are based on management’s current expectations and are subject to risks, uncertainties and changes in circumstances. Actual results and capital and other financial conditions may differ materially from those included in these statements due to a variety of factors, including without limitation the precautionary statements included within each individual business’ discussion and analysis of its results of operations above and in Citi’s 2015 Annual Report on Form 10-K, the factors listed and described under “Risk Factors” in Citi’s 2015 Annual Report on Form 10-K and the risks and uncertainties summarized below:

the outcome of the Federal Reserve Board’s review of Citi’s 2016 Comprehensive Capital Analysis and Review (CCAR) submission and supervisory stress tests required under the Dodd-Frank Act and the potential impact such review could have on Citi’s ability to return capital to shareholders and market perception of Citi;
Citi’s ability to adequately address the shortcomings identified by the Federal Reserve Board and FDIC as a result of their review of Citi’s 2015 annual resolution plan submission;
the ongoing regulatory changes and uncertainties faced by Citi in the U.S. and globally, including as a result of the Federal Reserve Board’s recent proposal relating to single-counterparty credit limits, and the potential impact these changes and uncertainties could have on Citi’s businesses, results of operations, financial condition, strategy or organizational structure and compliance risks and costs;
the potential impact to Citi’s delinquency rates, loan loss reserves, net credit losses and overall results of operations as Citi’s revolving home equity lines of credit continue to “reset” (Revolving HELOCs), particularly as and if interest rates continue to increase;
the potential impact to Citi’s businesses, credit costs and overall results of operations and financial condition as a result of macroeconomic and geopolitical challenges and uncertainties, including as a result of continued depressed energy and other commodity prices and the outcome of
 
the vote in the United Kingdom as to whether to remain in the European Union;
the various risks faced by Citi as a result of its significant presence in the emerging markets, including among others foreign exchange controls and sociopolitical instability as well as the increased compliance and regulatory risks and costs;
the potential impact concentrations of risk, such as Citi’s credit risk to the U.S. government and its agencies and market risk arising from Citi’s volume of transactions with counterparties in the financial services industry, could have on Citi’s hedging strategies and results of operations;
the uncertainties and potential operational difficulties to Citi and its liquidity planning arising from the Federal Reserve Board’s total loss-absorbing capacity (TLAC) proposal, including uncertainties relating to any potential “grandfathering” of outstanding long-term debt and the potential impact on Citi’s estimated liquidity needs;
the potential impacts on Citi’s liquidity and/or costs of funding as a result of external factors, including among others market disruptions and governmental fiscal and monetary policies as well as regulatory changes, such as the TLAC proposal;
the impact of ratings downgrades of Citi or one or more of its more significant subsidiaries or issuing entities on Citi’s funding and liquidity as well as the results of operations of certain of its businesses;
the potential impact on Citi’s results of operations or financial condition as a result of its inability to maintain its co-branding and private label credit card relationships, renew these relationships on similar terms or operational difficulties of a particular retailer or merchant;
the potential impact to Citi from an increasing risk of continually evolving cybersecurity or other technological risks, including the theft, loss, misuse or disclosure of confidential client or customer information, damage to Citi’s reputation, additional costs to Citi, regulatory penalties, legal exposure and financial losses;
Citi’s ability to continue to utilize its DTAs (including the foreign tax credit component of its DTAs), and thus reduce the negative impact of the DTAs on Citi’s regulatory capital, including as a result of movements in Citi’s accumulated other comprehensive income (AOCI);
the potential impact to Citi if its interpretation or application of the extensive tax laws to which it is subject, such as withholding tax obligations, differs from those of the relevant governmental authorities;
the impact on the value of Citi’s DTAs and its results of operations if corporate tax rates in the U.S. or certain state, local or foreign jurisdictions decline, or if other changes are made to the U.S. tax system;
the potential impact to Citi’s results of operations and/or regulatory capital and capital ratios if Citi’s risk models, including its Basel III risk-weighted asset models, are ineffective or require modification or enhancement;
Citi’s ability to manage its overall level of expenses while at the same time continuing to successfully invest in identified areas of its businesses or operations;


87



Citi’s ability to continue to wind-down Citi Holdings, and thus reduce the negative impact on Citi’s regulatory capital, as well as maintain Citi Holdings at or above “break even” during 2016;
the potential impact on Citi’s performance, including its competitive position and ability to effectively manage its businesses and continue to execute its strategy, if Citi is unable to hire and retain highly qualified employees for any reason;
the impact incorrect assumptions or estimates in Citi’s financial statements, as well as ongoing changes to financial accounting and reporting standards or interpretations, could have on Citi’s financial condition and results of operations and how it records and reports its financial condition and results of operations;
the heightened compliance requirements and risks to which Citi is subject, including reputational and legal risks, as well as the impact of increased compliance costs on Citi’s expense management and investments initiatives;
the potential outcomes of the extensive legal and regulatory proceedings, investigations and other inquiries to which Citi is or may be subject at any given time, particularly given the increased severity of the remedies sought and potential collateral consequences to Citi arising from such outcomes;
potential changes to various aspects of the regulatory capital framework proposed or adopted by the Basel Committee on Banking Supervision and/or the U.S. banking agencies, such as those related to market risk (including as a result of the so-called “fundamental review of the trading book”), operational risk and credit risk, and the impact any such changes could have on Citi’s regulatory capital ratios and/or their components; and
the potential impact of the U.S. Treasury’s recent proposed changes to Section 385 of the U.S. tax code on Citi’s intercompany borrowing activities.

Any forward-looking statements made by or on behalf of Citigroup speak only as to the date they are made, and Citi does not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the date the forward-looking statements were made.
 















































88



FINANCIAL STATEMENTS AND NOTES TABLE OF CONTENTS
CONSOLIDATED FINANCIAL STATEMENTS
 
Consolidated Statement of Income (Unaudited)—
For the Three Months Ended March 31, 2016 and 2015
Consolidated Statement of Comprehensive Income(Unaudited)—For the Three Months Ended March 31, 2016 and 2015
Consolidated Balance Sheet—March 31, 2016 (Unaudited) and December 31, 2015
Consolidated Statement of Changes in Stockholders’ Equity(Unaudited)—For the Three Months Ended March 31, 2016 and 2015
Consolidated Statement of Cash Flows (Unaudited)—
For the Three Months Ended March 31, 2016 and 2015

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 
Note 1—Basis of Presentation and Accounting Changes
Note 2—Discontinued Operations and Significant Disposals
Note 3—Business Segments
Note 4—Interest Revenue and Expense
Note 5—Commissions and Fees
Note 6—Principal Transactions
Note 7—Incentive Plans
Note 8—Retirement Benefits
Note 9—Earnings per Share
Note 10—Federal Funds, Securities Borrowed, Loaned and
Subject to Repurchase Agreements
Note 11—Brokerage Receivables and Brokerage Payables
Note 12—Trading Account Assets and Liabilities
Note 13—Investments
Note 14—Loans
 


 
 
Note 15—Allowance for Credit Losses
Note 16—Goodwill and Intangible Assets
Note 17—Debt
Note 18—Changes in Accumulated Other Comprehensive
Income (Loss)
Note 19—Preferred Stock
Note 20—Securitizations and Variable Interest Entities
Note 21—Derivatives Activities
Note 22—Fair Value Measurement
Note 23—Fair Value Elections
Note 24—Guarantees and
                   Commitments
Note 25—Contingencies
Note 26—Condensed Consolidating Financial Statements


89



CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED STATEMENT OF INCOME (Unaudited)
 
Citigroup Inc. and Subsidiaries
 
Three Months Ended March 31,
In millions of dollars, except per share amounts
2016
2015
Revenues
 
 
Interest revenue
$
14,167

$
14,600

Interest expense
2,940

3,028

Net interest revenue
$
11,227

$
11,572

Commissions and fees
$
2,463

$
3,170

Principal transactions
1,840

1,971

Administration and other fiduciary fees
811

962

Realized gains on sales of investments, net
186

307

Other-than-temporary impairment losses on investments
 
 
Gross impairment losses
(465
)
(72
)
Less: Impairments recognized in AOCI


Net impairment losses recognized in earnings
$
(465
)
$
(72
)
Insurance premiums
$
264

$
497

Other revenue
1,229

1,329

Total non-interest revenues
$
6,328

$
8,164

Total revenues, net of interest expense
$
17,555

$
19,736

Provisions for credit losses and for benefits and claims
 
 
Provision for loan losses
$
1,886

$
1,755

Policyholder benefits and claims
88

197

Provision (release) for unfunded lending commitments
71

(37
)
Total provisions for credit losses and for benefits and claims
$
2,045

$
1,915

Operating expenses
 
 
Compensation and benefits
$
5,556

$
5,520

Premises and equipment
651

709

Technology/communication
1,649

1,600

Advertising and marketing
390

392

Other operating
2,277

2,663

Total operating expenses
$
10,523

$
10,884

Income from continuing operations before income taxes
$
4,987

$
6,937

Provision for income taxes
1,479

2,120

Income from continuing operations
$
3,508

$
4,817

Discontinued operations
 
 
Loss from discontinued operations
$
(3
)
$
(8
)
Gain on sale


Benefit for income taxes
(1
)
(3
)
Loss from discontinued operations, net of taxes
$
(2
)
$
(5
)
Net income before attribution of noncontrolling interests
$
3,506

$
4,812

Noncontrolling interests
5

42

Citigroup’s net income
$
3,501

$
4,770

Basic earnings per share (1)
 
 
Income from continuing operations
$
1.11

$
1.51

Loss from discontinued operations, net of taxes


Net income
$
1.10

$
1.51

Weighted average common shares outstanding
2,943.0

3,034.2


90



Diluted earnings per share (1)
 
 
Income from continuing operations
$
1.11

$
1.51

Loss from discontinued operations, net of taxes


Net income
$
1.10

$
1.51

Adjusted weighted average common shares outstanding
2,943.1

3,039.3

(1) Due to rounding, earnings per share on continuing operations and discontinued operations may not sum to earnings per share on net income.
The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.


91



CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
 
Citigroup Inc. and Subsidiaries
(Unaudited)
 
 
 
Three Months Ended March 31,
In millions of dollars
2016
2015
Net income before attribution of noncontrolling interests
$
3,506

$
4,812

Add: Citigroup’s other comprehensive income (loss)


  

Net change in unrealized gains and losses on investment securities, net of taxes
$
2,034

$
591

Net change in debt valuation adjustment (DVA), net of taxes (1)
193


Net change in cash flow hedges, net of taxes
317

86

Benefit plans liability adjustment, net of taxes
(465
)
(90
)
Net change in foreign currency translation adjustment, net of taxes and hedges
654

(2,062
)
Citigroup’s total other comprehensive income (loss)
$
2,733

$
(1,475
)
Total comprehensive income before attribution of noncontrolling interests
$
6,239

$
3,337

Less: Net income attributable to noncontrolling interests
5

42

Citigroup’s comprehensive income
$
6,234

$
3,295

(1)
Effective January 1, 2016, Citigroup early adopted only the provisions of the amendment in ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-01): Recognition and Measurement of Financial Assets and Financial Liabilities , related to the presentation of DVA on fair value option liabilities. Accordingly, beginning in the first quarter 2016, the portion of the change in fair value of these liabilities related to changes in Citigroup’s own credit spreads (DVA) is reflected as a component of Accumulated other comprehensive income (AOCI).

The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.


92



CONSOLIDATED BALANCE SHEET
 
Citigroup Inc. and Subsidiaries
(Unaudited)
 
 
 
        March 31,
 
2016
December 31,
In millions of dollars
(Unaudited)
2015
Assets
 

 

Cash and due from banks (including segregated cash and other deposits)
$
22,240

$
20,900

Deposits with banks
136,049

112,197

Federal funds sold and securities borrowed or purchased under agreements to resell (including $141,780 and $137,964 as of March 31, 2016 and December 31, 2015, respectively, at fair value)
225,093

219,675

Brokerage receivables
35,261

27,683

Trading account assets (including $99,314 and $92,123 pledged to creditors at March 31, 2016 and December 31, 2015, respectively)
273,747

249,956

Investments:
 
 
  Available for sale (including $10,174 and $10,698 pledged to creditors as of March 31, 2016 and December 31, 2015, respectively)
308,774

299,136

Held to maturity (including $2,814 and $3,630 pledged to creditors as of March 31, 2016 and December 31, 2015, respectively)
36,890

36,215

Non-marketable equity securities (including $2,044 and $2,088 at fair value as of March 31, 2016 and December 31, 2015, respectively)
7,588

7,604

Total investments
$
353,252

$
342,955

Loans:
 

 

Consumer (including $33 and $34 as of March 31, 2016 and December 31, 2015, respectively, at fair value)
317,900

325,785

Corporate (including $4,760 and $4,971 as of March 31, 2016 and December 31, 2015, respectively, at fair value)
300,924

291,832

Loans, net of unearned income
$
618,824

$
617,617

Allowance for loan losses
(12,712
)
(12,626
)
Total loans, net
$
606,112

$
604,991

Goodwill
22,575

22,349

Intangible assets (other than MSRs)
3,493

3,721

Mortgage servicing rights (MSRs)
1,524

1,781

Other assets (including $7,063 and $6,121 as of March 31, 2016 and December 31, 2015, respectively, at fair value)
121,621

125,002

Total assets
$
1,800,967

$
1,731,210


The following table presents certain assets of consolidated variable interest entities (VIEs), which are included in the Consolidated Balance Sheet above. The assets in the table below include those assets that can only be used to settle obligations of consolidated VIEs, presented on the following page, and are in excess of those obligations. Additionally, the assets in the table below include third-party assets of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation.
 
        March 31,
 
2016
December 31,
In millions of dollars
(Unaudited)
2015
Assets of consolidated VIEs to be used to settle obligations of consolidated VIEs
 

 

Cash and due from banks
$
153

$
153

Trading account assets
601

583

Investments
5,162

5,263

Loans, net of unearned income
 

 

Consumer
54,889

58,772

Corporate
22,047

22,008

Loans, net of unearned income
$
76,936

$
80,780

Allowance for loan losses
(2,013
)
(2,135
)
Total loans, net
$
74,923

$
78,645

Other assets
198

150

Total assets of consolidated VIEs to be used to settle obligations of consolidated VIEs
$
81,037

$
84,794

Statement continues on the next page.

93



CONSOLIDATED BALANCE SHEET                              Citigroup Inc. and Subsidiaries
(Continued)
 
        March 31,
 
2016
December 31,
In millions of dollars, except shares and per share amounts
(Unaudited)
2015
Liabilities
 

 

Non-interest-bearing deposits in U.S. offices
$
138,153

$
139,249

Interest-bearing deposits in U.S. offices (including $856 and $923 as of March 31, 2016 and December 31, 2015, respectively, at fair value)
284,969

280,234

Non-interest-bearing deposits in offices outside the U.S.
77,865

71,577

Interest-bearing deposits in offices outside the U.S. (including $711 and $667 as of March 31, 2016 and December 31, 2015, respectively, at fair value)
433,604

416,827

Total deposits
$
934,591

$
907,887

Federal funds purchased and securities loaned or sold under agreements to repurchase (including $37,585 and $36,843 as of March 31, 2016 and December 31, 2015, respectively, at fair value)
157,208

146,496

Brokerage payables
58,257

53,722

Trading account liabilities
136,146

117,512

Short-term borrowings (including $1,376 and $1,207 as of March 31, 2016 and December 31, 2015, respectively, at fair value)
20,893

21,079

Long-term debt (including $27,103 and $25,293 as of March 31, 2016 and December 31, 2015, respectively, at fair value)
207,835

201,275

Other liabilities (including $2,157 and $1,624 as of March 31, 2016 and December 31, 2015, respectively, at fair value)
57,276

60,147

Total liabilities
$
1,572,206

$
1,508,118

Stockholders’ equity
 

 

Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: 710,120 as of   March 31, 2016  and 668,720 as of December 31, 2015, at aggregate liquidation value
$
17,753

$
16,718

Common stock ($0.01 par value; authorized shares: 6 billion), issued shares:  3,099,482,042 as of March 31, 2016  and December 31, 2015
31

31

Additional paid-in capital
107,590

108,288

Retained earnings
136,998

133,841

Treasury stock, at cost: March 31, 2016—164,552,906 shares and December 31, 2015—146,203,311 shares
(8,224
)
(7,677
)
Accumulated other comprehensive income (loss)
(26,626
)
(29,344
)
Total Citigroup stockholders’ equity
$
227,522

$
221,857

Noncontrolling interest
1,239

1,235

Total equity
$
228,761

$
223,092

Total liabilities and equity
$
1,800,967

$
1,731,210


The following table presents certain liabilities of consolidated VIEs, which are included in the Consolidated Balance Sheet above. The liabilities in the table below include third-party liabilities of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation. The liabilities also exclude amounts where creditors or beneficial interest holders have recourse to the general credit of Citigroup.
 
        March 31,
 
2016
December 31,
In millions of dollars
(Unaudited)
2015
Liabilities of consolidated VIEs for which creditors or beneficial interest holders
  do not have recourse to the general credit of Citigroup
 

 

Short-term borrowings
$
11,626

$
11,965

Long-term debt
29,098

31,273

Other liabilities
2,013

2,099

Total liabilities of consolidated VIEs for which creditors or beneficial interest
  holders do not have recourse to the general credit of Citigroup
$
42,737

$
45,337

The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.

94



CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
 
Citigroup Inc. and Subsidiaries
(Unaudited)
 
 
 
Three Months Ended March 31,
In millions of dollars, except shares in thousands
2016
2015
Preferred stock at aggregate liquidation value
 

 

Balance, beginning of period
$
16,718

$
10,468

Issuance of new preferred stock
1,035

1,500

Balance, end of period
$
17,753

$
11,968

Common stock and additional paid-in capital
 

 

Balance, beginning of period
$
108,319

$
108,010

Employee benefit plans
(660
)
176

Preferred stock issuance expense
(31
)
(6
)
Other
(7
)
(25
)
Balance, end of period
$
107,621

$
108,155

Retained earnings
 

 

Balance, beginning of period
$
133,841

$
118,201

Adjustment to opening balance, net of taxes (1)(2)
15

(349
)
Adjusted balance, beginning of period
$
133,856

$
117,852

Citigroup’s net income
3,501

4,770

Common dividends (3)
(149
)
(31
)
Preferred dividends
(210
)
(128
)
Balance, end of period
$
136,998

$
122,463

Treasury stock, at cost
 

 

Balance, beginning of period
$
(7,677
)
$
(2,929
)
Employee benefit plans (4)
765

(49
)
Treasury stock acquired (5)
(1,312
)
(297
)
Balance, end of period
$
(8,224
)
$
(3,275
)
Citigroup’s accumulated other comprehensive income (loss)
 

 

Balance, beginning of period
$
(29,344
)
$
(23,216
)
Adjustment to opening balance, net of taxes (1)
(15
)

Adjusted balance, beginning of period
$
(29,359
)
$
(23,216
)
Net change in Citigroup’s Accumulated other comprehensive income (loss)
2,733

(1,475
)
Balance, end of period
$
(26,626
)
$
(24,691
)
Total Citigroup common stockholders’ equity
$
209,769

$
202,652

Total Citigroup stockholders’ equity
$
227,522

$
214,620

Noncontrolling interests
 

 

Balance, beginning of period
$
1,235

$
1,511

Transactions between Citigroup and the noncontrolling-interest shareholders
(27
)
(118
)
Net income attributable to noncontrolling-interest shareholders
5

42

Dividends paid to noncontrolling-interest shareholders

(3
)
Other comprehensive income (loss)   attributable to
   noncontrolling-interest shareholders
27

(56
)
Other
(1
)
27

Net change in noncontrolling interests
$
4

$
(108
)
Balance, end of period
$
1,239

$
1,403

Total equity
$
228,761

$
216,023


(1)
Effective January 1, 2016, Citigroup early adopted the provisions of the amendment in ASU No. 2016-01, Financial Instruments—Overall (Subtopic 825-01): Recognition and Measurement of Financial Assets and Financial Liabilities , related to the presentation of DVA on fair value option liabilities. Accordingly, beginning in the first quarter 2016, the portion of the change in fair value of these liabilities related to changes in Citigroup’s own credit spreads (DVA) is reflected as a component of Accumulated other comprehensive income (AOCI). The cumulative effect of this change in accounting resulted in a reclassification from Retained earnings to AOCI of an accumulated after-tax loss of approximately $15 million at January 1, 2016.
(2)
Citi adopted ASU 2014-01 Investments-Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Affordable Housing , in the first quarter of 2015 on a retrospective basis. This adjustment to opening Retained earnings represents the impact to periods prior to January 1, 2013 and is shown as an adjustment to the opening balance since 2015 is the earliest period presented in this statement. See Note 1 to the Consolidated Financial Statements for additional information.

95



(3)
Common dividends declared were $0.05 per share in the first quarter of 2016 and $0.01 per share in the first quarter of 2015.
(4)
Includes treasury stock related to (i) certain activity on employee stock option program exercises where the employee delivers existing shares to cover the option exercise, or (ii) under Citi’s employee restricted or deferred stock programs where shares are withheld to satisfy tax requirements.
(5)
For the three months ended March 31, 2016 and 2015, primarily consists of open market purchases under Citi’s Board of Directors-approved common stock repurchase program.

The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.

96



CONSOLIDATED STATEMENT OF CASH FLOWS
 
Citigroup Inc. and Subsidiaries
(Unaudited)
 
 
 
Three Months Ended March 31,
In millions of dollars
2016
2015
Cash flows from operating activities of continuing operations
 

 

Net income before attribution of noncontrolling interests
$
3,506

$
4,812

Net income attributable to noncontrolling interests
5

42

Citigroup’s net income
$
3,501

$
4,770

Loss from discontinued operations, net of taxes
(2
)
(5
)
Income from continuing operations—excluding noncontrolling interests
$
3,503

$
4,775

Adjustments to reconcile net income to net cash provided by operating activities of continuing operations
 

 

Gains on significant disposals (1)
(422
)

Depreciation and amortization
908

885

Provision for loan losses
1,886

1,755

Realized gains from sales of investments
(186
)
(307
)
Net impairment losses on investments, goodwill and intangible assets
465

93

Change in trading account assets
(23,791
)
(6,197
)
Change in trading account liabilities
18,634

3,402

Change in brokerage receivables net of brokerage payables
(3,043
)
(1,146
)
Change in loans held-for-sale (HFS)
3,896

(2,881
)
Change in other assets
(3,327
)
(730
)
Change in other liabilities
(179
)
386

Other, net
1,800

2,058

Total adjustments
$
(3,359
)
$
(2,682
)
Net cash provided by (used in) operating activities of continuing operations
$
144

$
2,093

Cash flows from investing activities of continuing operations
 

 

   Change in deposits with banks
$
(23,852
)
$
(5,807
)
   Change in federal funds sold and securities borrowed or purchased under agreements to resell
(5,418
)
3,555

   Change in loans
(5,057
)
6,831

   Proceeds from sales and securitizations of loans
1,247

3,259

   Purchases of investments
(59,715
)
(76,463
)
   Proceeds from sales of investments
39,268

56,928

   Proceeds from maturities of investments
16,544

19,897

   Proceeds from significant disposals (1)
265


   Capital expenditures on premises and equipment and capitalized software
(702
)
(740
)
   Proceeds from sales of premises and equipment, subsidiaries and affiliates,
      and repossessed assets
230

135

Net cash provided by (used in) investing activities of continuing operations
$
(37,190
)
$
7,595

Cash flows from financing activities of continuing operations
 

 

   Dividends paid
$
(359
)
$
(159
)
   Issuance of preferred stock
1,004

1,494

   Treasury stock acquired
(1,312
)
(297
)
   Stock tendered for payment of withholding taxes
(308
)
(419
)
   Change in federal funds purchased and securities loaned or sold under agreements to repurchase
10,712

1,933

   Issuance of long-term debt
13,439

11,704

   Payments and redemptions of long-term debt
(11,498
)
(15,493
)
   Change in deposits
26,704

315

   Change in short-term borrowings
(186
)
(18,930
)
Net cash provided by (used in) financing activities of continuing operations
$
38,196

$
(19,852
)

97



Effect of exchange rate changes on cash and cash equivalents
$
190

$
(64
)
Change in cash and due from banks
$
1,340

$
(10,228
)
Cash and due from banks at beginning of period
20,900

32,108

Cash and due from banks at end of period
$
22,240

$
21,880

Supplemental disclosure of cash flow information for continuing operations
 

 

Cash paid during the period for income taxes
$
688

$
1,100

Cash paid during the period for interest
2,694

2,908

Non-cash investing activities
 

 

Decrease in net loans associated with significant disposals reclassified to HFS

(8,735
)
Decrease in investments associated with significant disposals reclassified to HFS

(1,499
)
Decrease in goodwill associated with significant disposals reclassified to HFS
(30
)
(184
)
Transfers to loans HFS from loans
3,200

14,600

Transfers to OREO and other repossessed assets
56

88

Non-cash financing activities
 
 
Decrease in long-term debt associated with significant disposals reclassified to HFS
$

$
(4,673
)

(1) See Note 2 for further information on significant disposals.
The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.



98



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF PRESENTATION AND ACCOUNTING CHANGES

Basis of Presentation
The accompanying unaudited Consolidated Financial Statements as of March 31, 2016 and for the three-month periods ended March 31, 2016 and 2015 include the accounts of Citigroup Inc. and its consolidated subsidiaries.
In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation have been reflected. The accompanying unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes included in Citigroup’s Annual Report on Form 10-K for the fiscal year ended December 31, 2015 (2015 Annual Report on Form 10-K).
Certain financial information that is normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP), but is not required for interim reporting purposes, has been condensed or omitted.
Management must make estimates and assumptions that affect the Consolidated Financial Statements and the related footnote disclosures. While management makes its best judgment, actual results could differ from those estimates. Current market conditions increase the risk and complexity of the judgments in these estimates.
As noted above, the Notes to Consolidated Financial Statements are unaudited.
Throughout these Notes, “Citigroup,” “Citi” and the “Company” refer to Citigroup Inc. and its consolidated subsidiaries.
Certain reclassifications have been made to the prior periods’ financial statements and notes to conform to the current period’s presentation.

ACCOUNTING CHANGES

Recognition and Measurement of Financial Assets and Financial Liabilities
In January 2016, the FASB issued Accounting Standards Update (ASU) No. 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities , which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments.
This ASU requires entities to present separately in OCI the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk (DVA) when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. It will also require equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, thus eliminating eligibility for the current available-for-sale category. However, Federal
 
Reserve Bank and Federal Home Loan Bank stock as well as exchange seats will continue to be presented at cost.
Citi early-adopted only the provisions of this ASU related to presentation of DVA in OCI effective January 1, 2016, as permitted by the ASU. Accordingly, beginning in the first quarter 2016, the portion of the change in fair value of liabilities for which the fair value option was elected related to changes in Citigroup’s own credit spreads (DVA) is reflected as a component of Accumulated other comprehensive income (AOCI), whereas, these amounts were previously recognized in Citigroup’s revenues and net income. The impact of adopting this amendment resulted in a cumulative catch-up reclassification from retained earnings to AOCI of an accumulated after tax loss of approximately $15 million at January 1, 2016. Financial statements for periods prior to 2016 were not subject to restatement under the provisions of this ASU. For additional information, see Note 18, Note 22 and Note 23 to the Consolidated Financial Statements. The Company is evaluating the effect that the other provisions of ASU 2016-01 will have on its Consolidated Financial Statements and related disclosures.

Accounting for Investments in Tax Credit Partnerships
In January 2014, the FASB issued ASU No. 2014-01, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects . Any transition adjustment is reflected as an adjustment to retained earnings in the earliest period presented (retrospective application).
The ASU is applicable to Citi’s portfolio of low income housing tax credit (LIHTC) partnership interests. The new standard widens the scope of investments eligible to elect to apply a new alternative method, the proportional amortization method, under which the cost of the investment is amortized to tax expense in proportion to the amount of tax credits and other tax benefits received. Citi qualifies to elect the proportional amortization method under the ASU for its entire LIHTC portfolio. These investments were previously accounted for under the equity method, which resulted in losses (due to amortization of the investment) being recognized in Other revenue and tax credits and benefits being recognized in the Income tax expense line. In contrast, the proportional amortization method combines the amortization of the investment and receipt of the tax credits/benefits into one line, Income tax expense .
Citi adopted ASU 2014-01 in the first quarter of 2015.
The adoption of this ASU was applied retrospectively and cumulatively reduced Retained earnings by approximately $349 million , Other assets by approximately $178 million , and deferred tax assets by approximately $171 million .

Consolidation
In February 2015, the FASB issued ASU No. 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis , which intended to improve certain areas of consolidation guidance for legal entities such as limited partnerships, limited liability companies, and


99



securitization structures. The ASU reduced the number of consolidation models and became effective on January 1, 2016. Adoption of ASU 2015-02 did not have a material impact on the Company’s Consolidated Financial Statements.

Consolidation-Collateralized Financing Entities
In August 2014, the FASB issued ASU No. 2014-13, Consolidation (Topic 810): Measuring the Financial Assets and the Financial Liabilities of a Consolidated Collateralized Financing Entity , which provides an alternative measurement method for consolidated collateralized financing VIEs to elect: (i) to measure their financial assets and liabilities separately under existing U.S. GAAP for fair value measurement with any differences in such fair values reflected in earnings; or (ii) to measure both their financial assets and liabilities using the more observable of the fair value of the financial assets or the fair value of the financial liabilities.  The ASU became effective on January 1, 2016. Adoption of ASU 2014-13 did not have a material impact on the Company’s Consolidated Financial
Statements.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

Recognition of Breakage for Certain Prepaid Stored-Value Products
In March 2016, the FASB issued ASU No. 2016-04, Liabilities—Extinguishment of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products , which was intended to address potential diversity in entities’ practices related to the derecognition of the financial liability that is recorded when an entity issues a prepaid stored-value product. Typically, when the holder of a prepaid stored-value product redeems that product to make a purchase of goods or services, the issuing entity settles the transaction with the selling merchant, and the liability to the product holder is extinguished. However, in some cases, a prepaid stored-value product may be wholly or partially unused for an indefinite time period.
The ASU provides authoritative guidance describing the narrow circumstances in which an entity’s liability for an unredeemed prepaid stored-value product may be extinguished. The amendment is effective on January 1, 2018; early adoption is permitted. Adoption of the ASU is not expected to have a material impact on the Company’s Consolidated Financial Statements.

Revenue Recognition
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers , which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU will replace most existing revenue recognition guidance in GAAP when it becomes effective on January 1, 2018. Early application is permitted for annual periods beginning after December 15, 2016. The ASU is not applicable to financial instruments and, therefore, is not
 
expected to impact a majority of the Company’s revenue, including net interest income. The Company is evaluating the effect that ASU 2014-09 will have on its consolidated financial statements and related disclosures.

Accounting for Financial Instruments—Credit Losses
In December 2012, the FASB issued a proposed ASU, Financial Instruments—Credit Losses. This proposed ASU, or exposure draft, was issued for public comment in order to allow stakeholders the opportunity to review the proposal and provide comments to the FASB and does not constitute accounting guidance until a final ASU is issued.
The exposure draft contains proposed guidance developed by the FASB with the goal of improving financial reporting about expected credit losses on loans, securities and other financial assets held by financial institutions and other organizations. The exposure draft proposes a new accounting model intended to require earlier recognition of credit losses, while also providing additional transparency about credit risk.
The FASB’s proposed model would utilize an “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to-maturity securities and other receivables at the time the financial asset is originated or acquired and adjusted each period for changes in expected credit losses. For available-for-sale securities where fair value is less than cost, credit-related impairment would be recognized in an allowance for credit losses and adjusted each period for changes in credit risk. This would replace the multiple existing impairment models in GAAP, which generally require that a loss be incurred before it is recognized.
The FASB’s proposed model represents a significant departure from existing GAAP, and may result in material changes to the Company’s accounting for financial instruments. The impact of the FASB’s final ASU on the Company’s Consolidated Financial Statements will be assessed when it is issued. The Company expects that the final ASU will be effective for Citi as of January 1, 2020. Early application is permitted for annual periods beginning January 1, 2019.

Lease Accounting
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which is intended to increase transparency and comparability of accounting for lease transactions. The ASU will require lessees to recognize all leases on the balance sheet as lease assets and lease liabilities and will require both quantitative and qualitative disclosures regarding key information about leasing arrangements. Lessor accounting is largely unchanged. The guidance is effective beginning January 1, 2019 with an option to early adopt. The Company is evaluating whether to early adopt and the effect that ASU 2016-02 will have on its consolidated financial statements, regulatory capital and related disclosures.


100



2. DISCONTINUED OPERATIONS AND SIGNIFICANT DISPOSALS

Discontinued Operations
The following Discontinued operations are recorded within the Corporate/Other segment.

Sale of Brazil Credicard Business
Citi sold its non-Citibank-branded cards and consumer finance business in Brazil (Credicard) in 2013 and reported it as Discontinued operations . Residual costs and resolution of certain contingencies from the disposal resulted in loss from Discontinued operations , net of taxes, of $0 million and $2 million for the three months ended March 31, 2016 and 2015, respectively.

Sale of Certain Citi Capital Advisors Business
Citi sold its liquid strategies business within Citi Capital Advisors (CCA) pursuant to two separate transactions in 2013 and reported them as Discontinued operations . Residual costs from the disposals resulted in income from Discontinued operations , net of taxes, of $0 million and $1 million for the three months ended March 31, 2016 and 2015 , respectively.

Sale of Egg Banking plc Credit Card Business
Citi sold the Egg Banking plc (Egg) credit card business in 2011 and reported it as Discontinued operations . Residual costs from the disposal resulted in losses from Discontinued operations , net of taxes, of $2 million and $4 million for the three months ended March 31, 2016 and 2015 , respectively.

Combined Results for Discontinued Operations
The following is summarized financial information for previous Discontinued operations for which Citi continues to have minimal residual costs associated with the sales:
 
Three Months Ended March 31,
In millions of dollars
2016
2015
Total revenues, net of interest expense (1)
$

$

Losses from discontinued operations
$
(3
)
$
(8
)
Gain on sale


Provision for income taxes
(1
)
(3
)
Losses from discontinued operations, net of taxes
$
(2
)
$
(5
)

(1) Total revenues include gain or loss on sale, if applicable.

Cash flows for the Discontinued operations were not material for all periods presented.

 
Significant Disposals
The following sales completed during 2016 and 2015 were identified as significant disposals. The major classes of assets and liabilities derecognized from the Consolidated Balance Sheet at closing and the income (loss) before taxes related to each business until the disposal date are presented below.
Novation of the 80% Primerica Coinsurance Agreement
During the first quarter of 2016, Citi completed a novation (an arrangement that extinguishes Citi`s rights and obligations under a contract) of the Primerica 80% Coinsurance Agreement to a third party re-insurer, resulting in revenue of $422 million recorded in Other revenue ( $274 million after tax). Furthermore, the novation resulted in derecognition of $1.5 billion available for-sale securities and cash, $0.95 billion of deferred acquisition costs and $2.7 billion of insurance liabilities.
Income before taxes, excluding the revenue upon novation, was as follows:

Three Months Ended March 31,
In millions of dollars
2016
2015
Income before taxes
$

$
35


Sale of OneMain Financial Business
On November 15, 2015, Citi sold its OneMain Financial business, which was reported in Citi Holdings, including 1,100 retail branches, 5,500 employees, and approximately 1.3 million customer accounts. OneMain Financial had approximately $10.2 billion of assets, including $7.8 billion of loans (net of allowance), and $1.4 billion of available-for-sale securities. The total amount of liabilities sold was $8.4 billion , including $6.2 billion of long-term debt and $1.1 billion of short-term borrowings. The transaction generated a pretax gain on sale of $2.6 billion , recorded in Other revenue ($ 1.6 billion after-tax) during the fourth quarter of 2015. However, when combined with the loss on redemption of certain long-term debt supporting remaining Citi Holdings’ assets during the fourth quarter of 2015, the resulting net after-tax gain was $0.8 billion .
Income before taxes was as follows:

Three Months Ended March 31,
In millions of dollars
2016
2015
Income before taxes
$

$
177













101



3. BUSINESS SEGMENTS
Citigroup’s activities are conducted through the Global Consumer Banking (GCB), Institutional Clients Group (ICG), Corporate/Other and Citi Holdings business segments.
GCB includes a global, full-service consumer franchise delivering a wide array of banking, including commercial banking, credit card lending and investment services through a network of local branches, offices and electronic delivery systems and is composed of four GCB businesses: North America, EMEA, Latin America and Asia .
ICG is composed of Banking and Markets and securities services and provides corporate, institutional, public sector and high-net-worth clients in over 95 countries and jurisdictions with a broad range of banking and financial products and services.
Corporate/Other includes certain unallocated costs of global functions, other corporate expenses and net treasury results, unallocated corporate expenses, offsets to certain line-item reclassifications and eliminations, the results of discontinued operations and unallocated taxes.
Citi Holdings is composed of businesses and portfolios of assets that Citigroup has determined are not central to its core Citicorp businesses.
The accounting policies of these reportable segments are the same as those disclosed in Note 1 to the Consolidated
 
Financial Statements in Citi’s 2015 Annual Report on Form 10-K.
The prior-period balances reflect reclassifications to conform the presentation to the current period’s presentation. Effective January 1, 2016, the historical financial data was reclassified from Citicorp to Citi Holdings for the consumer businesses in Argentina, Brazil and Colombia that Citi intends to exit. These businesses, which previously were reported as part of Latin America Global Consumer Banking , are now reported as part of Citi Holdings. While Citi does not intend to exit its consumer businesses in Venezuela, these businesses are not significant, lending predominantly to support ICG activities, and are now reported as part of ICG. Similarly, Citi’s remaining indirect investment in Banco de Chile is now reported as part of ICG. The following also reflects certain other regional reclassifications within ICG and certain other immaterial reclassifications. Citi’s consolidated results remain unchanged for all periods presented as a result of the changes discussed above.
The following table presents certain information regarding the Company’s continuing operations by segment:

 
Revenues,
net of interest expense
(1)
Provision (benefits)
for income taxes
Income (loss) from
continuing operations
(2)
Identifiable assets
 
Three Months Ended March 31,
 
 
In millions of dollars, except identifiable assets in billions
2016
2015
2016
2015
2016
2015
March 31, 2016
December 31, 2015
Global Consumer Banking
$
7,770

$
8,302

$
646

$
917

$
1,231

$
1,712

$
385

$
381

Institutional Clients Group
8,036

9,077

818

1,365

1,959

2,974

1,292

1,217

Corporate/Other
274

212

(115
)
(311
)
(29
)
(19
)
51

52

Total Citicorp
$
16,080

$
17,591

$
1,349

$
1,971

$
3,161

$
4,667

$
1,728

$
1,650

Citi Holdings
1,475

2,145

130

149

347

150

73

81

Total
$
17,555

$
19,736

$
1,479

$
2,120

$
3,508

$
4,817

$
1,801

$
1,731

(1)
Includes Citicorp (excluding Corporate/Other ) total revenues, net of interest expense, in North America of $7.9 billion and $8.5 billion ; in EMEA of $2.2 billion and $2.9 billion ; in Latin America of $2.2 billion and $2.4 billion ; and in Asia of $3.5 billion and $3.6 billion for the three months ended March 31, 2016 and 2015, respectively.
(2)
Includes pretax provisions for credit losses and for benefits and claims in the GCB results of $1.5 billion and $1.4 billion ; in the ICG results of $390 million and $86 million ; and in Citi Holdings results of $0.2 billion and $0.5 billion for the three months ended March 31, 2016 and 2015, respectively.

102



4.  INTEREST REVENUE AND EXPENSE
Interest revenue and Interest expense consisted of the following:
 
Three Months Ended 
 March 31,
In millions of dollars
2016
2015
Interest revenue
 
 
Loan interest, including fees
$
9,760

$
10,555

Deposits with banks
219

183

Federal funds sold and securities borrowed or purchased under agreements to resell
647

642

Investments, including dividends
1,855

1,711

Trading account assets (1)
1,434

1,399

Other interest (2)
252

110

Total interest revenue
$
14,167

$
14,600

Interest expense
 
 
Deposits (3)
$
1,204

$
1,326

Federal funds purchased and securities loaned or sold under agreements to repurchase
502

376

Trading account liabilities (1)
88

47

Short-term borrowings
100

119

Long-term debt
1,046

1,160

Total interest expense
$
2,940

$
3,028

Net interest revenue
$
11,227

$
11,572

Provision for loan losses
1,886

1,755

Net interest revenue after provision for loan losses
$
9,341

$
9,817

(1)
Interest expense on Trading account liabilities of ICG is reported as a reduction of interest revenue from Trading account assets .
(2)
During 2015, interest earned related to assets of significant disposals (primarily OneMain Financial) were reclassified into Other interest.
(3)
Includes deposit insurance fees and charges of $235 million and $296 million for the three months ended March 31, 2016 and 2015, respectively.




103



5.  COMMISSIONS AND FEES
The primary components of Commissions and fees revenue are trading-related fees, investment banking fees, fees related to trade and securities services in ICG and credit card and bank card fees.
Investment banking fees are substantially composed of underwriting and advisory revenues and are recognized when Citigroup’s performance under the terms of a contractual arrangement is completed, which is typically at the closing of the transaction. Underwriting revenue is recorded in Commissions and fees , net of both reimbursable and non-reimbursable expenses, consistent with the AICPA Audit and Accounting Guide for Brokers and Dealers in Securities (codified in ASC 940-605-05-1). Expenses associated with advisory transactions are recorded in Other operating expenses, net of client reimbursements. Out-of-pocket expenses are deferred and recognized at the time the related revenue is recognized. In general, expenses incurred related to investment banking transactions that fail to close (are not consummated) are recorded gross in Other operating expenses .
 

Trading-related fees primarily include commissions and fees from the following: executing transactions for clients on exchanges and over-the-counter markets; sale of mutual funds, insurance and other annuity products; and assisting clients in clearing transactions, providing brokerage services and other such activities. Trading-related fees are recognized when earned in Commissions and fees . Gains or losses, if any, on these transactions are included in Principal transactions (see Note  6 to the Consolidated Financial Statements).
Credit card and bank card fees are primarily composed of interchange revenue and certain card fees, including annual fees, reduced by reward program costs and certain partner payments. Interchange revenue and fees are recognized when earned. Annual card fees are deferred and amortized on a straight-line basis over a 12 -month period. Reward costs are recognized when points are earned by the customers. The following table presents Commissions and fees revenue:

 
Three Months Ended March 31,
In millions of dollars
2016
2015
Trading-related
$
601

$
634

Investment banking
574

938

Trade and securities services
406

435

Credit cards and bank cards
271

501

Other consumer (1)
158

180

Corporate finance (2)
123

145

Checking-related
116

116

Loan servicing
96

95

Other
118

126

Total commissions and fees
$
2,463

$
3,170

(1)
Primarily consists of fees for investment fund administration and management, third-party collections, commercial demand deposit accounts and certain credit card services.
(2)
Consists primarily of fees earned from structuring and underwriting loan syndications.

104



6. PRINCIPAL TRANSACTIONS
Principal transactions revenue consists of realized and unrealized gains and losses from trading activities. Trading activities include revenues from fixed income, equities, credit and commodities products and foreign exchange transactions which are managed on a portfolio basis characterized by primary risk. Not included in the table below is the impact of net interest revenue related to trading activities, which is an integral part of trading activities’ profitability. See Note  4 to the Consolidated Financial Statements for information about
 
net interest revenue related to trading activities. Principal transactions include CVA (credit valuation adjustments on derivatives), FVA (funding valuation adjustments) on over-the-counter derivatives and, prior to 2016, DVA (debt valuation adjustments on issued liabilities for which the fair value option has been elected). These adjustments are discussed further in Note 22 to the Consolidated Financial Statements.
The following table presents principal transactions revenue:

 
Three Months Ended March 31,
In millions of dollars
2016
2015
Global Consumer Banking
$
145

$
156

Institutional Clients Group
1,574

2,197

Corporate/Other
110

(421
)
Subtotal Citicorp
$
1,829

$
1,932

Citi Holdings
11

39

Total Citigroup
$
1,840

$
1,971

Interest rate risks (1)
$
807

$
1,197

Foreign exchange risks (2)
613

86

Equity risks (3)
50

114

Commodity and other risks (4)
144

317

Credit products and risks (5)
226

257

Total
$
1,840

$
1,971

(1)
Includes revenues from government securities and corporate debt, municipal securities, mortgage securities and other debt instruments. Also includes spot and forward trading of currencies and exchange-traded and over-the-counter (OTC) currency options, options on fixed income securities, interest rate swaps, currency swaps, swap options, caps and floors, financial futures, OTC options and forward contracts on fixed income securities.
(2)
Includes revenues from foreign exchange spot, forward, option and swap contracts, as well as foreign currency translation (FX translation) gains and losses.
(3)
Includes revenues from common, preferred and convertible preferred stock, convertible corporate debt, equity-linked notes and exchange-traded and OTC equity options and warrants.
(4)
Primarily includes revenues from crude oil, refined oil products, natural gas and other commodities trades.
(5)
Includes revenues from structured credit products.

105



7. INCENTIVE PLANS
 
All equity awards granted since April 19, 2005 have been made pursuant to stockholder-approved stock incentive plans that are administered by the Personnel and Compensation Committee of the Citigroup Board of Directors, which is composed entirely of independent non-employee directors. For additional information on Citi’s incentive plans, see Note 7 to the Consolidated Financial Statements in Citi’s 2015 Annual Report on Form 10-K.



106



8 . RETIREMENT BENEFITS

For additional information on Citi’s retirement benefits, see Note 8 to the Consolidated Financial Statements in Citi’s 2015 Annual Report on Form 10-K.

Pension and Postretirement Plans
The Company has several non-contributory defined benefit pension plans covering certain U.S. employees and has various defined benefit pension and termination indemnity plans covering employees outside the U.S.
The U.S. qualified defined benefit plan was frozen effective January 1, 2008 for most employees. Accordingly, no additional compensation-based contributions have been credited to the cash balance portion of the plan for existing plan participants after 2007. However, certain employees covered under the prior final pay plan formula continue to accrue benefits. The Company also offers postretirement health care and life insurance benefits to certain eligible U.S. retired employees, as well as to certain eligible employees outside the U.S.
 
The Company also sponsors a number of non-contributory, nonqualified pension plans. These plans, which are unfunded, provide supplemental defined pension benefits to certain U.S. employees. With the exception of certain employees covered under the prior final pay plan formula, the benefits under these plans were frozen in prior years.
The plan obligations, plan assets and periodic plan expense for the Company’s most significant pension and postretirement benefit plans (Significant Plans) are measured and disclosed quarterly, instead of annually. The Significant Plans captured approximately 90% of the Company’s global pension and postretirement plan obligations as of March 31, 2016. All other plans (All Other Plans) are measured annually with a December 31 measurement date.

Net (Benefit) Expense
The following table summarizes the components of net (benefit) expense recognized in the Consolidated Statement of Income for the Company’s pension and postretirement plans, for Significant Plans and All Other Plans, for the periods indicated.


 
Three Months Ended March 31,
 
Pension plans
 
Postretirement benefit plans
 
U.S. plans
 
Non-U.S. plans
 
U.S. plans
 
Non-U.S. plans
In millions of dollars
2016
2015
 
2016
2015
 
2016
2015
 
2016
2015
Qualified plans
 

 

 
 

 

 
 

 

 
 

 

Benefits earned during the period
$
1

$
2

 
$
38

$
44

 
$

$

 
$
3

$
4

Interest cost on benefit obligation
141

137

 
73

80

 
8

8

 
24

27

Expected return on plan assets
(218
)
(222
)
 
(72
)
(84
)
 
(2
)

 
(21
)
(29
)
Amortization of unrecognized
 

 

 
 

 

 
 

 

 
 

 

Prior service benefit

(1
)
 


 


 
(3
)
(3
)
Net actuarial loss
36

37

 
19

21

 


 
8

11

Curtailment gain (1)


 
(3
)

 


 


Settlement loss (1)


 
1


 


 


Net qualified plans (benefit) expense
$
(40
)
$
(47
)

$
56

$
61

 
$
6

$
8

 
$
11

$
10

Nonqualified plans expense
10

12

 


 


 


Total net (benefit) expense
$
(30
)
$
(35
)
 
$
56

$
61

 
$
6

$
8

 
$
11

$
10

(1)
(Gains)/losses due to curtailment and settlement relate to repositioning and divestiture activities.



107



Funded Status and Accumulated Other Comprehensive Income (AOCI)
The following tables summarize the funded status and amounts recognized in the Consolidated Balance Sheet for the Company’s Significant Plans.


Net Amount Recognized
 
Three Months Ended March 31,
 
Pension plans
 
Postretirement benefit plans
In millions of dollars
U.S. plans
 
Non-U.S. plans
 
U.S. plans
 
Non-U.S. plans
 
2016
 
2016
 
2016
 
2016
Change in projected benefit obligation (PBO)
 

 
 

 
 

 
 

Projected benefit obligation at beginning of period
$
13,943

 
$
6,534

 
$
817

 
$
1,291

Plans measured annually

 
(1,819
)
 

 
(282
)
Projected benefit obligation at beginning of period—Significant Plans
$
13,943

 
$
4,715

 
$
817

 
$
1,009

Benefits earned during the period
2

 
22

 

 
2

Interest cost on benefit obligation
148

 
60

 
8

 
20

Plan amendments

 
(30
)
 

 

Actuarial loss
632

 
196

 
30

 
17

Benefits paid, net of participants’ contributions
(208
)
 
(55
)
 
(16
)
 
(11
)
Foreign exchange impact and other

 
6

 

 
2

Projected benefit obligation at period end—Significant Plans
$
14,517

 
$
4,914


$
839

 
$
1,039

 
Three Months Ended March 31,
 
Pension plans
 
Postretirement benefit plans
In millions of dollars
U.S. plans
 
Non-U.S. plans
 
U.S. plans
 
Non-U.S. plans
 
2016
 
2016
 
2016
 
2016
Change in plan assets
 

 
 

 
 

 
 

Plan assets at fair value at beginning of period
$
12,137

 
$
6,104

 
$
166

 
$
1,133

Plans measured annually

 
(1,175
)
 

 
(8
)
Plan assets at fair value at beginning of period—Significant Plans
$
12,137

 
$
4,929

 
$
166

 
$
1,125

Actual return on plan assets
120

 
294

 
2

 
48

Company contributions
15

 
12

 
14

 

Plan participants’ contributions

 
1

 

 

Benefits paid, net of government subsidy
(207
)
 
(55
)
 
(16
)
 
(11
)
Foreign exchange impact and other

 
(19
)
 

 
2

Plan assets at fair value at period end—Significant Plans
$
12,065

 
$
5,162

 
$
166

 
$
1,164

 
 
 
 
 
 
 
 
Funded status of the plans at period end—Significant Plans (1)(2)
$
(2,452
)
 
$
248

 
$
(673
)
 
$
125

 
 
 
 
 
 
 
 
Net amount recognized
 

 
 

 
 

 
 

Benefit asset
$

 
$
758

 
$

 
$
125

Benefit liability
(2,452
)
 
(510
)
 
(673
)
 

Net amount recognized on the balance sheet—Significant Plans
$
(2,452
)
 
$
248

 
$
(673
)
 
$
125

 
 
 
 
 
 
 
 
Amounts recognized in Accumulated other comprehensive income (loss)
 
 

 
 

 
 

Prior service benefit

 
43

 

 
109

Net actuarial loss
(7,065
)
 
(1,089
)
 
(27
)
 
(478
)
Net amount recognized in equity (pretax)—Significant Plans
$
(7,065
)
 
$
(1,046
)
 
$
(27
)
 
$
(369
)
 
 
 
 
 
 
 
 
Accumulated benefit obligation at period end—Significant Plans
$
14,506

 
$
4,618

 
$
839

 
$
1,039

(1)
The U.S. pension plans include $733 million relating to the U.S. nonqualified plans of the Company that are not funded.
(2)
The U.S. qualified pension plan is fully funded under specified Employee Retirement Income Security Act of 1974, as amended (ERISA), funding rules as of January 1, 2016 and no minimum required funding is expected for 2016.


108



The following table shows the change in AOCI related to Company’s benefit plans (Significant Plans and All Other Plans) for the periods indicated.
In millions of dollars
Three Months Ended
March 31, 2016
 
Year Ended December 31, 2015
 
 
 
 
Beginning of period balance, net of tax (1)(2)
$
(5,116
)
 
$
(5,159
)
Actuarial assumptions changes and plan experience
(875
)
 
898

Net asset gain (loss) due to difference between actual and expected returns
163

 
(1,457
)
Net amortizations
56

 
236

Prior service (cost) credit
30

 
(6
)
Curtailment/settlement gain (3)
1

 
57

Foreign exchange impact and other
(102
)
 
291

Change in deferred taxes, net
262

 
24

Change, net of tax
$
(465
)
 
$
43

End of period balance, net of tax (1)(2)
$
(5,581
)
 
$
(5,116
)
(1)
See Note 18 to the Consolidated Financial Statements for further discussion of net AOCI balance.
(2)
Includes net-of-tax amounts for certain profit sharing plans outside the U.S.
(3)
Gains due to curtailment and settlement relate to repositioning and divestiture activities.

P lan Assumptions
The Company utilizes a number of assumptions to determine plan obligations and expenses. Changes in one or a combination of these assumptions will have an impact on the Company’s pension and postretirement PBO, funded status and (benefit) expense. Changes in the plans’ funded status resulting from changes in the PBO and fair value of plan assets will have a corresponding impact on AOCI .
For the Company’s Significant Plans, the discount rates at the respective period ended in the tables below are utilized to measure the period-end PBO and the net periodic (benefit) expense for the subsequent period. As a result of the quarterly measurement process, the net periodic (benefit) expense for the Significant Plans is calculated at each respective quarter-end based on the preceding quarter-end rates. The discount rates for the non-U.S. pension and postretirement plans relate to the Significant Plans only.
The discount rates utilized during the period in determining the pension and postretirement net (benefit) expense for the Significant Plans are as follows:

Net benefit (expense) assumed discount rates during the period
Three months ended
Mar. 31, 2016
Dec. 31, 2015
U.S. plans
 
 
Qualified pension
4.40%
4.35%
Nonqualified pension
4.35
4.25
Postretirement
4.20
4.10
Non-U.S. plans
 
 
Pension
0.75 to 13.20
0.75 to 13.30
Weighted average
5.37
5.30
Postretirement
8.60
8.55

 
The discount rates utilized at period-end in determining the pension and postretirement benefit obligations for the Significant Plans are as follows:
Plan obligations assumed discount rates at period ended
Mar. 31, 2016
Dec. 31, 2015
U.S. plans
 
 
Qualified pension
3.95%
4.40%
Nonqualified pension
3.90
4.35
Postretirement
3.75
4.20
Non-U.S. plans
 
 
Pension
0.35 - 12.30
0.75 to 13.20
Weighted average
5.14
5.37
Postretirement
8.45
8.60

Sensitivities of Certain Key Assumptions
The following table summarizes the estimated effect on the Company’s Significant Plans quarterly expense of a
one-percentage-point change in the discount rate:
 
Three Months Ended March 31, 2016
In millions of dollars
One-percentage-point increase
One-percentage-point decrease
Pension
 
 
   U.S. plans
$5
$(10)
   Non-U.S. plans
(5)
8
 
 
 
Postretirement
 
 
   U.S. plans
$1
$(1)
   Non-U.S. plans
(2)
3
    


109



Since the U.S. plans were frozen, the majority of the prospective service cost has been eliminated and the gain/loss amortization period was changed to the life expectancy for inactive participants. As a result, expense for the U.S. plans is driven more by interest costs than service costs and an increase in the discount rate would increase expense, while a decrease in the discount rate would decrease expense.
Contributions
The Company’s funding practice for U.S. and non-U.S. pension plans is generally to fund to minimum funding requirements in accordance with applicable local laws and regulations. The Company may increase its contributions
 
above the minimum required contribution, if appropriate. In addition, management has the ability to change its funding practices. For the U.S. pension plans, there were no required minimum cash contributions during the first quarter of 2016.
The following table summarizes the actual Company contributions for the three months ended March 31, 2016 and 2015, as well as estimated expected Company contributions for the remainder of 2016 and the contributions made in the second, third and fourth quarters of 2015. Expected contributions are subject to change since contribution decisions are affected by various factors, such as market performance and regulatory requirements.


Summary of Company Contributions
 
Pension plans 
 
Postretirement plans 
 
U.S. plans  (1)
 
Non-U.S. plans
 
U.S. plans
 
Non-U.S. plans
In millions of dollars
2016
2015
 
2016
2015
 
2016
2015
 
2016
2015
Company contributions (2)  for the three months ended March 31
$
15

$
11

 
$
32

$
26

 
$
14

$
20

 
$
2

$
7

Company contributions made or expected to be made expected during the remainder of the year
$
40

$
41

 
$
103

$
108

 
$

$
215

 
$
7

$
2


(1)
The U.S. pension plans include benefits paid directly by the Company for the nonqualified pension plans.
(2)
Company contributions are composed of cash contributions made to the plans and benefits paid directly to participants by the Company.


Defined Contribution Plans
The Company sponsors defined contribution plans in the U.S. and in certain non-U.S. locations, all of which are administered in accordance with local laws. The most significant defined contribution plan is the Citi Retirement Savings Plan (formerly known as the Citigroup 401(k) Plan) sponsored by the Company in the U.S.
Under the Citi Retirement Savings Plan, eligible U.S. employees receive matching contributions of up to 6% of their eligible compensation for 2016 and 2015, subject to statutory limits. Additionally, for eligible employees whose eligible compensation is $100,000 or less, a fixed contribution of up to 2% of eligible compensation is provided.
The following table summarizes the actual Company contributions for the three months ended March 31, 2016 and 2015, respectively.
 
Three Months Ended March 31,
In millions of dollars
2016
2015
   U.S. plans
$96
$101
   Non-U.S. plans
68
74
 

Postemployment Plans
The Company sponsors U.S. postemployment plans that provide income continuation and health and welfare benefits to certain eligible U.S. employees on long-term disability.
The following table summarizes the components of net expense recognized in the Consolidated Statement of Income for the Company’s U.S. postemployment plans.
 
Three Months Ended March 31,
In millions of dollars
2016
 
2015
Service-related expense
 

 
 

Interest cost on benefit obligation
1

 
1

Amortization of unrecognized
 
 
 
    Prior service benefit
(8
)
 
(7
)
    Net actuarial loss
1

 
3

Total service-related benefit
$
(6
)
 
$
(3
)
Non-service-related expense
$
8

 
$
9

Total net expense
$
2

 
$
6






110



9.     EARNINGS PER SHARE
The following is a reconciliation of the income and share data used in the basic and diluted earnings per share (EPS) computations:
 
Three Months Ended 
 March 31,
In millions, except per-share amounts
2016
2015
Income from continuing operations before attribution of noncontrolling interests
$
3,508

$
4,817

Less: Noncontrolling interests from continuing operations
5

42

Net income from continuing operations (for EPS purposes)
$
3,503

$
4,775

Income (loss) from discontinued operations, net of taxes
(2
)
(5
)
Citigroup's net income
$
3,501

$
4,770

Less: Preferred dividends (1)
210

128

Net income available to common shareholders
$
3,291

$
4,642

Less: Dividends and undistributed earnings allocated to employee restricted and deferred shares with nonforfeitable rights to dividends, applicable to basic EPS
40

62

Net income allocated to common shareholders for basic EPS
$
3,251

$
4,580

Net income allocated to common shareholders for diluted EPS
$
3,251

$
4,580

Weighted-average common shares outstanding applicable to basic EPS
2,943.0

3,034.2

Effect of dilutive securities (3)
 
 
Options (2)
0.1

4.9

Other employee plans

0.2

Adjusted weighted-average common shares outstanding applicable to diluted EPS
2,943.1

3,039.3

Basic earnings per share (4)
 
 
Income from continuing operations
$
1.11

$
1.51

Discontinued operations


Net income
$
1.10

$
1.51

Diluted earnings per share (4)
 
 
Income from continuing operations
$
1.11

$
1.51

Discontinued operations


Net income
$
1.10

$
1.51

(1)
See Note 19 to the Consolidated Financial Statements for the potential future impact of preferred stock dividends.
(2)
During the first quarters of 2016 and 2015 , weighted-average options to purchase 6.2 million and 0.9 million shares of common stock, respectively, were outstanding but not included in the computation of earnings per share because the weighted-average exercise prices of $69.88 and $195.47 per share, respectively, were anti-dilutive.
(3)
Warrants issued to the U.S. Treasury as part of the Troubled Asset Relief Program (TARP) and the loss-sharing agreement (all of which were subsequently sold to the public in January 2011), with exercise prices of $178.50 and $106.10 per share for approximately 21.0 million and 25.5 million shares of Citigroup common stock, respectively. Both warrants were not included in the computation of earnings per share in the first quarter of 2016 and 2015 because they were anti-dilutive.
(4)
Due to rounding, earnings per share on continuing operations and discontinued operations may not sum to earnings per share on net income.


111



10. FEDERAL FUNDS, SECURITIES BORROWED, LOANED AND SUBJECT TO REPURCHASE AGREEMENTS
Federal funds sold and securities borrowed or purchased under agreements to resell , at their respective carrying values, consisted of the following:
In millions of dollars
March 31,
2016
December 31, 2015
Federal funds sold
$

$
25

Securities purchased under agreements to resell
121,819

119,777

Deposits paid for securities borrowed
103,274

99,873

Total
$
225,093

$
219,675

Federal funds purchased and securities loaned or sold under agreements to repurchase , at their respective carrying values, consisted of the following:
In millions of dollars
March 31,
2016
December 31, 2015
Federal funds purchased
$
376

$
189

Securities sold under agreements to repurchase
140,267

131,650

Deposits received for securities loaned
16,565

14,657

Total
$
157,208

$
146,496

The resale and repurchase agreements represent collateralized financing transactions. The Company executes these transactions primarily through its broker-dealer subsidiaries to facilitate customer matched-book activity and to efficiently fund a portion of the Company’s trading inventory. Transactions executed by the Company’s bank subsidiaries primarily facilitate customer financing activity.
To maintain reliable funding under a wide range of market conditions, including under periods of stress, Citi manages these activities by taking into consideration the quality of the underlying collateral and stipulating financing tenor. Citi manages the risks in its collateralized financing transactions by conducting daily stress tests to account for changes in capacity, tenors, haircut, collateral profile and client actions. Additionally, Citi maintains counterparty diversification by establishing concentration triggers and assessing counterparty reliability and stability under stress.
It is the Company’s policy to take possession of the underlying collateral, monitor its market value relative to the amounts due under the agreements and, when necessary, require prompt transfer of additional collateral in order to maintain contractual margin protection. For resale and repurchase agreements, when necessary, the Company posts additional collateral in order to maintain contractual margin protection.
Collateral typically consists of government and government-agency securities, corporate and municipal bonds, equities, and mortgage-backed and other asset-backed securities.
 
The resale and repurchase agreements are generally documented under industry standard agreements that allow the prompt close-out of all transactions (including the liquidation of securities held) and the offsetting of obligations to return cash or securities by the non-defaulting party, following a payment default or other type of default under the relevant master agreement. Events of default generally include (i) failure to deliver cash or securities as required under the transaction, (ii) failure to provide or return cash or securities as used for margining purposes, (iii) breach of representation, (iv) cross-default to another transaction entered into among the parties, or, in some cases, their affiliates, and (v) a repudiation of obligations under the agreement. The counterparty that receives the securities in these transactions is generally unrestricted in its use of the securities, with the exception of transactions executed on a tri-party basis, where the collateral is maintained by a custodian and operational limitations may restrict its use of the securities.
A substantial portion of the resale and repurchase agreements is recorded at fair value, as described in Notes 22 and 23 to the Consolidated Financial Statements. The remaining portion is carried at the amount of cash initially advanced or received, plus accrued interest, as specified in the respective agreements.
The securities borrowing and lending agreements also represent collateralized financing transactions similar to the resale and repurchase agreements. Collateral typically consists of government and government-agency securities and corporate debt and equity securities.
Similar to the resale and repurchase agreements, securities borrowing and lending agreements are generally documented under industry standard agreements that allow the prompt close-out of all transactions (including the liquidation of securities held) and the offsetting of obligations to return cash or securities by the non-defaulting party, following a payment default or other default by the other party under the relevant master agreement. Events of default and rights to use securities under the securities borrowing and lending agreements are similar to the resale and repurchase agreements referenced above.
A substantial portion of securities borrowing and lending agreements is recorded at the amount of cash advanced or received. The remaining portion is recorded at fair value as the Company elected the fair value option for certain securities borrowed and loaned portfolios, as described in Note 23 to the Consolidated Financial Statements. With respect to securities loaned, the Company receives cash collateral in an amount generally in excess of the market value of the securities loaned. The Company monitors the market value of securities borrowed and securities loaned on a daily basis and obtains or posts additional collateral in order to maintain contractual margin protection.
The enforceability of offsetting rights incorporated in the master netting agreements for resale and repurchase agreements and securities borrowing and lending agreements is evidenced to the extent that a supportive legal opinion has been obtained from counsel of recognized standing that provides the requisite level of certainty regarding the enforceability of these agreements, and that the exercise of


112



rights by the non-defaulting party to terminate and close-out transactions on a net basis under these agreements will not be stayed or avoided under applicable law upon an event of default including bankruptcy, insolvency or similar proceeding.
A legal opinion may not have been sought or obtained for certain jurisdictions where local law is silent or sufficiently ambiguous to determine the enforceability of offsetting rights or where adverse case law or conflicting regulation may cast doubt on the enforceability of such rights. In some jurisdictions and for some counterparty types, the insolvency law for a particular counterparty type may be nonexistent or unclear as overlapping regimes may exist. For example, this may be the case for certain sovereigns, municipalities, central banks and U.S. pension plans.
 
The following tables present the gross and net resale and repurchase agreements and securities borrowing and lending
agreements and the related offsetting amount permitted under ASC 210-20-45. The tables also include amounts related to financial instruments that are not permitted to be offset under ASC 210-20-45 but would be eligible for offsetting to the extent that an event of default occurred and a legal opinion supporting enforceability of the offsetting rights has been obtained. Remaining exposures continue to be secured by financial collateral, but the Company may not have sought or been able to obtain a legal opinion evidencing enforceability of the offsetting right.

 
As of March 31, 2016
In millions of dollars
Gross amounts
of recognized
assets
Gross amounts
offset on the
Consolidated
Balance Sheet
(1)
Net amounts of
assets included on
the Consolidated
Balance Sheet
(2)
Amounts
not offset on the
Consolidated Balance
Sheet but eligible for
offsetting upon
counterparty default
(3)
Net
amounts
(4)
Securities purchased under agreements to resell
$
177,767

$
55,948

$
121,819

$
87,866

$
33,953

Deposits paid for securities borrowed
103,274


103,274

16,291

86,983

Total
$
281,041

$
55,948

$
225,093

$
104,157

$
120,936


In millions of dollars
Gross amounts
of recognized
liabilities
Gross amounts
offset on the
Consolidated
Balance Sheet
(1)
Net amounts of
liabilities included on
the Consolidated
Balance Sheet
(2)
Amounts
not offset on the
Consolidated Balance
Sheet but eligible for
offsetting upon
counterparty default
(3)
Net
amounts
(4)
Securities sold under agreements to repurchase
$
196,215

$
55,948

$
140,267

$
67,435

$
72,832

Deposits received for securities loaned
16,565


16,565

3,843

12,722

Total
$
212,780

$
55,948

$
156,832

$
71,278

$
85,554


 
As of December 31, 2015
In millions of dollars
Gross amounts
of recognized
assets
Gross amounts
offset on the
Consolidated
Balance Sheet
(1)
Net amounts of
assets included on
the Consolidated
Balance Sheet
(2)
Amounts
not offset on the
Consolidated Balance
Sheet but eligible for
offsetting upon
counterparty default
(3)
Net
amounts
(4)
Securities purchased under agreements to resell
$
176,167

$
56,390

$
119,777

$
92,039

$
27,738

Deposits paid for securities borrowed
99,873


99,873

16,619

83,254

Total
$
276,040

$
56,390

$
219,650

$
108,658

$
110,992

In millions of dollars
Gross amounts
of recognized
liabilities
Gross amounts
offset on the
Consolidated
Balance Sheet
(1)
Net amounts of
liabilities included on
the Consolidated
Balance Sheet
(2)
Amounts
not offset on the
Consolidated Balance
Sheet but eligible for
offsetting upon
counterparty default
(3)
Net
amounts
(4)
Securities sold under agreements to repurchase
$
188,040

$
56,390

$
131,650

$
60,641

$
71,009

Deposits received for securities loaned
14,657


14,657

3,226

11,431

Total
$
202,697

$
56,390

$
146,307

$
63,867

$
82,440


113



(1)
Includes financial instruments subject to enforceable master netting agreements that are permitted to be offset under ASC 210-20-45.
(2)
The total of this column for each period excludes Federal funds sold/purchased. See tables above.
(3)
Includes financial instruments subject to enforceable master netting agreements that are not permitted to be offset under ASC 210-20-45, but would be eligible for offsetting to the extent that an event of default has occurred and a legal opinion supporting enforceability of the offsetting right has been obtained.
(4)
Remaining exposures continue to be secured by financial collateral, but the Company may not have sought or been able to obtain a legal opinion evidencing enforceability of the offsetting right.

The following tables present the gross amount of liabilities associated with repurchase agreements and securities lending agreements, by remaining contractual maturity:

 
As of March 31, 2016
In millions of dollars
Open and overnight
Up to 30 days
31–90 days
Greater than 90 days
Total
Securities sold under agreements to repurchase
$
106,370

$
46,934

$
17,933

$
24,978

$
196,215

Deposits received for securities loaned
12,199

785

1,506

2,075

16,565

Total
$
118,569

$
47,719

$
19,439

$
27,053

$
212,780



 
As of December 31, 2015
In millions of dollars
Open and overnight
Up to 30 days
31–90 days
Greater than 90 days
Total
Securities sold under agreements to repurchase
$
89,732

$
54,336

$
21,541

$
22,431

$
188,040

Deposits received for securities loaned
9,096

1,823

2,324

1,414

14,657

Total
$
98,828

$
56,159

$
23,865

$
23,845

$
202,697



The following tables present the gross amount of liabilities associated with repurchase agreements and securities lending agreements, by class of underlying collateral:

 
As of March 31, 2016
In millions of dollars
Repurchase agreements
Securities lending agreements
Total
U.S. Treasury and federal agency
$
78,972

$
16

$
78,988

State and municipal
414


414

Foreign government
62,520

499

63,019

Corporate bonds
16,596

1,220

17,816

Equity securities
9,707

14,802

24,509

Mortgage-backed securities
18,712


18,712

Asset-backed securities
4,941


4,941

Other
4,353

28

4,381

Total
$
196,215

$
16,565

$
212,780




114



 
As of December 31, 2015
In millions of dollars
Repurchase agreements
Securities lending agreements
Total
U.S. Treasury and federal agency
$
67,005

$

$
67,005

State and municipal
403


403

Foreign government
66,633

789

67,422

Corporate bonds
15,355

1,085

16,440

Equity securities
10,297

12,484

22,781

Mortgage-backed securities
19,913


19,913

Asset-backed securities
4,572


4,572

Other
3,862

299

4,161

Total
$
188,040

$
14,657

$
202,697



115



11. BROKERAGE RECEIVABLES AND BROKERAGE
PAYABLES

The Company has receivables and payables for financial instruments sold to and purchased from brokers, dealers and customers, which arise in the ordinary course of business. The Company is exposed to risk of loss from the inability of brokers, dealers or customers to pay for purchases or to deliver the financial instruments sold, in which case the Company would have to sell or purchase the financial instruments at prevailing market prices. Credit risk is reduced to the extent that an exchange or clearing organization acts as a counterparty to the transaction and replaces the broker, dealer or customer in question.
The Company seeks to protect itself from the risks associated with customer activities by requiring customers to maintain margin collateral in compliance with regulatory and internal guidelines. Margin levels are monitored daily, and customers deposit additional collateral as required. Where customers cannot meet collateral requirements, the Company may liquidate sufficient underlying financial instruments to bring the customer into compliance with the required margin level.
Exposure to credit risk is impacted by market volatility, which may impair the ability of clients to satisfy their obligations to the Company. Credit limits are established and closely monitored for customers and for brokers and dealers engaged in forwards, futures and other transactions deemed to be credit sensitive.
Brokerage receivables and Brokerage payables consisted of the following:
In millions of dollars
March 31, 2016
December 31, 2015
Receivables from customers
$
9,552

$
10,435

Receivables from brokers, dealers, and clearing organizations
25,709

17,248

Total brokerage receivables (1)
$
35,261

$
27,683

Payables to customers
$
38,014

$
35,653

Payables to brokers, dealers, and clearing organizations
20,243

18,069

Total brokerage payables (1)
$
58,257

$
53,722


(1)
Brokerage receivables and payables are accounted for in accordance with the AICPA Audit and Accounting Guide for Brokers and Dealers in Securities as codified in ASC 940-320.
 
12.   TRADING ACCOUNT ASSETS AND LIABILITIES
Trading account assets and Trading account liabilities are carried at fair value, other than physical commodities accounted for at the lower of cost or fair value, and consist of the following:
In millions of dollars
March 31,
2016
December 31, 2015
Trading account assets
 
 
Mortgage-backed securities (1)
 
 
U.S. government-sponsored agency guaranteed
$
28,026

$
24,767

Prime
372

803

Alt-A
226

543

Subprime
570

516

Non-U.S. residential
312

523

Commercial
2,372

2,855

Total mortgage-backed securities
$
31,878

$
30,007

U.S. Treasury and federal agency securities
 
 
U.S. Treasury
$
29,716

$
15,791

Agency obligations
2,447

2,005

Total U.S. Treasury and federal agency securities
$
32,163

$
17,796

State and municipal securities
$
3,642

$
2,696

Foreign government securities
62,923

56,609

Corporate
15,389

14,437

Derivatives (2)
63,044

56,184

Equity securities
49,108

56,495

Asset-backed securities (1)
3,567

3,956

Other trading assets (3)
12,033

11,776

Total trading account assets
$
273,747

$
249,956

Trading account liabilities
 
 
Securities sold, not yet purchased
$
73,241

$
57,827

Derivatives (2)
62,769

57,592

Other trading liabilities (3)
136

2,093

Total trading account liabilities
$
136,146

$
117,512

(1)
The Company invests in mortgage-backed and asset-backed securities. These securitizations are generally considered VIEs. The Company’s maximum exposure to loss from these VIEs is equal to the carrying amount of the securities, which is reflected in the table above. For mortgage-backed and asset-backed securitizations in which the Company has other involvement, see Note 20 to the Consolidated Financial Statements.
(2)
Presented net, pursuant to enforceable master netting agreements. See Note 21 to the Consolidated Financial Statements for a discussion regarding the accounting and reporting for derivatives.
(3)
Includes positions related to investments in unallocated precious metals, as discussed in Note 23 to the Consolidated Financial Statements. Also includes physical commodities accounted for at the lower of cost or fair value.


116



13.   INVESTMENTS


Overview
The following table presents the Company’s investments by category:
 
March 31,
2016
December 31,
2015
In millions of dollars
Securities available-for-sale (AFS)
$
308,774

$
299,136

Debt securities held-to-maturity (HTM) (1)
36,890

36,215

Non-marketable equity securities carried at fair value (2)
2,044

2,088

Non-marketable equity securities carried at cost (3)
5,544

5,516

Total investments
$
353,252

$
342,955

(1)
Carried at adjusted amortized cost basis, net of any credit-related impairment.
(2)
Unrealized gains and losses for non-marketable equity securities carried at fair value are recognized in earnings.
(3)
Primarily consists of shares issued by the Federal Reserve Bank, Federal Home Loan Banks, foreign central banks and various clearing houses of which Citigroup is a member.

The following table presents interest and dividend income on investments:
 
Three Months Ended March 31,
In millions of dollars
2016
2015
Taxable interest
$
1,704

$
1,593

Interest exempt from U.S. federal income tax
116

23

Dividend income
35

95

Total interest and dividend income
$
1,855

$
1,711


The following table presents realized gains and losses on the sale of investments. The gross realized investment losses exclude losses from other-than-temporary impairment (OTTI):
 
Three Months Ended March 31,
In millions of dollars
2016
2015
Gross realized investment gains
$
379

$
356

Gross realized investment losses
(193
)
(49
)
Net realized gains on sale of investments
$
186

$
307


The Company has sold certain debt securities that were classified as HTM. These sales were in response to significant deterioration in the creditworthiness of the issuers or securities or because the Company has collected a substantial portion (at least 85% ) of the principal outstanding at acquisition of the security. In addition, certain other securities were reclassified to AFS investments in response to
 

significant credit deterioration. Because the Company generally intends to sell these reclassified securities, Citi recorded OTTI on the securities. The following table sets forth, for the periods indicated, the carrying value of HTM securities sold and reclassified to AFS, as well as the related gain (loss) or the OTTI losses recorded on these securities.

 
Three Months Ended March 31,
In millions of dollars
2016
2015
Carrying value of HTM securities sold
$

$
27

Net realized gain (loss) on sale of HTM securities

2

Carrying value of securities reclassified to AFS
126

94

OTTI losses on securities reclassified to AFS
(5
)
(5
)

117



Securities Available-for-Sale
The amortized cost and fair value of AFS securities were as follows:
 
March 31, 2016
December 31, 2015
In millions of dollars
Amortized
cost
Gross
unrealized
gains
Gross
unrealized
losses
Fair
value
Amortized
cost
Gross
unrealized
gains
Gross
unrealized
losses
Fair
value
Debt securities AFS
 
 
 
 
 
 
 
 
Mortgage-backed securities (1)
 
 
 
 
 
 
 
 
U.S. government-sponsored agency guaranteed
$
43,670

$
649

$
90

$
44,229

$
39,584

$
367

$
237

$
39,714

Prime
2



2

2



2

Alt-A
95

4


99

50

5


55

Non-U.S. residential
5,450

27

25

5,452

5,909

31

11

5,929

Commercial
381

4

1

384

573

2

4

571

Total mortgage-backed securities
$
49,598

$
684

$
116

$
50,166

$
46,118

$
405

$
252

$
46,271

U.S. Treasury and federal agency securities
 
 
 
 
 
 
 
 
U.S. Treasury
$
108,760

$
1,910

$
7

$
110,663

$
113,096

$
254

$
515

$
112,835

Agency obligations
10,218

120

7

10,331

10,095

22

37

10,080

Total U.S. Treasury and federal agency securities
$
118,978

$
2,030

$
14

$
120,994

$
123,191

$
276

$
552

$
122,915

State and municipal (2)
$
11,614

$
154

$
767

$
11,001

$
12,099

$
132

$
772

$
11,459

Foreign government
99,182

583

423

99,342

92,384

410

593

92,201

Corporate
16,438

181

109

16,510

15,859

121

177

15,803

Asset-backed securities (1)
8,882

14

109

8,787

9,261

5

92

9,174

Other debt securities
1,125



1,125

688



688

Total debt securities AFS
$
305,817

$
3,646

$
1,538

$
307,925

$
299,600

$
1,349

$
2,438

$
298,511

Marketable equity securities AFS
$
830

$
22

$
3

$
849

$
602

$
26

$
3

$
625

Total securities AFS
$
306,647

$
3,668

$
1,541

$
308,774

$
300,202

$
1,375

$
2,441

$
299,136

(1)
The Company invests in mortgage-backed and asset-backed securities. These securitizations are generally considered VIEs. The Company’s maximum exposure to loss from these VIEs is equal to the carrying amount of the securities, which is reflected in the table above. For mortgage-backed and asset-backed securitizations in which the Company has other involvement, see Note 20 to the Consolidated Financial Statements.
(2)
The gross unrealized losses on state and municipal debt securities are primarily attributable to the effects of fair value hedge accounting.  Specifically, Citi hedges the LIBOR-benchmark interest rate component of certain fixed-rate tax-exempt state and municipal debt securities utilizing LIBOR-based interest rate swaps. During the hedge period, losses incurred on the LIBOR-hedging swaps recorded in earnings were substantially offset by gains on the state and municipal debt securities attributable to changes in the LIBOR swap rate being hedged.  However, because the LIBOR swap rate decreased significantly during the hedge period while the overall fair value of the municipal debt securities was relatively unchanged, the effect of reclassifying fair value gains on these securities from AOCI to earnings, attributable solely to changes in the LIBOR swap rate, resulted in net unrealized losses remaining in AOCI that relate to the unhedged components of these securities. 

As discussed in more detail below, the Company conducts periodic reviews of all securities with unrealized losses to evaluate whether the impairment is other-than-temporary. Any credit-related impairment related to debt securities is recorded in earnings as OTTI. Non-credit-related impairment is recognized in AOCI if the Company does not plan to sell and is not likely to be required to sell the security. For other debt securities with OTTI, the entire impairment is recognized in the Consolidated Statement of Income.
 









118



The table below shows the fair value of AFS securities that have been in an unrealized loss position for less than 12 months or for 12 months or longer:
 
Less than 12 months
12 months or longer
Total
In millions of dollars
Fair
value
Gross
unrealized
losses
Fair
value
Gross
unrealized
losses
Fair
value
Gross
unrealized
losses
March 31, 2016
 
 
 
 
 
 
Securities AFS
 
 
 
 
 
 
Mortgage-backed securities
 
 
 
 
 
 
U.S. government-sponsored agency guaranteed
$
4,069

$
22

$
2,487

$
68

$
6,556

$
90

Prime
1


1


2


Non-U.S. residential
1,909

13

1,047

12

2,956

25

Commercial
64


50

1

114

1

Total mortgage-backed securities
$
6,043

$
35

$
3,585

$
81

$
9,628

$
116

U.S. Treasury and federal agency securities
 
 
 
 
 
 
U.S. Treasury
$
1,487

$
7

$
156

$

$
1,643

$
7

Agency obligations
162


192

7

354

7

Total U.S. Treasury and federal agency securities
$
1,649

$
7

$
348

$
7

$
1,997

$
14

State and municipal
$
341

$
19

$
4,456

$
748

$
4,797

$
767

Foreign government
24,755

298

4,784

125

29,539

423

Corporate
4,359

73

1,303

36

5,662

109

Asset-backed securities
4,567

72

2,527

37

7,094

109

Marketable equity securities AFS
17

3

1


18

3

Total securities AFS
$
41,731

$
507

$
17,004

$
1,034

$
58,735

$
1,541

December 31, 2015
 

 

 

 

 

 

Securities AFS
 

 

 

 

 

 

Mortgage-backed securities
 

 

 

 

 

 

U.S. government-sponsored agency guaranteed
$
17,816

$
141

$
2,618

$
96

$
20,434

$
237

Prime


1


1


Non-U.S. residential
2,217

7

825

4

3,042

11

Commercial
291

3

55

1

346

4

Total mortgage-backed securities
$
20,324

$
151

$
3,499

$
101

$
23,823

$
252

U.S. Treasury and federal agency securities
 

 

 

 

 

 

U.S. Treasury
$
59,384

$
505

$
1,204

$
10

$
60,588

$
515

Agency obligations
6,716

30

196

7

6,912

37

Total U.S. Treasury and federal agency securities
$
66,100

$
535

$
1,400

$
17

$
67,500

$
552

State and municipal
$
635

$
26

$
4,450

$
746

$
5,085

$
772

Foreign government
35,491

429

4,642

164

40,133

593

Corporate
5,586

132

1,298

45

6,884

177

Asset-backed securities
5,311

58

2,247

34

7,558

92

Other debt securities
27




27


Marketable equity securities AFS
132

3

1


133

3

Total securities AFS
$
133,606

$
1,334

$
17,537

$
1,107

$
151,143

$
2,441


119



The following table presents the amortized cost and fair value of AFS debt securities by contractual maturity dates:
 
March 31, 2016
December 31, 2015
In millions of dollars
Amortized
cost
Fair
value
Amortized
cost
Fair
value
Mortgage-backed securities (1)
 
 
 
 
Due within 1 year
$
218

$
217

$
114

$
114

After 1 but within 5 years
1,166

1,176

1,408

1,411

After 5 but within 10 years
1,997

2,023

1,750

1,751

After 10 years (2)
46,217

46,750

42,846

42,995

Total
$
49,598

$
50,166

$
46,118

$
46,271

U.S. Treasury and federal agency securities
 
 
 
 
Due within 1 year
$
3,299

$
3,301

$
3,016

$
3,014

After 1 but within 5 years
101,506

103,123

107,034

106,878

After 5 but within 10 years
14,072

14,476

12,786

12,684

After 10 years (2)
101

94

355

339

Total
$
118,978

$
120,994

$
123,191

$
122,915

State and municipal
 
 
 
 
Due within 1 year
$
2,597

$
2,590

$
3,289

$
3,287

After 1 but within 5 years
2,153

2,160

1,781

1,781

After 5 but within 10 years
407

421

502

516

After 10 years (2)
6,457

5,830

6,527

5,875

Total
$
11,614

$
11,001

$
12,099

$
11,459

Foreign government
 
 
 
 
Due within 1 year
$
25,817

$
25,818

$
26,322

$
26,329

After 1 but within 5 years
52,519

52,645

44,801

44,756

After 5 but within 10 years
18,224

18,221

18,935

18,779

After 10 years (2)
2,622

2,658

2,326

2,337

Total
$
99,182

$
99,342

$
92,384

$
92,201

All other (3)
 
 
 
 
Due within 1 year
$
2,314

$
2,318

$
1,930

$
1,931

After 1 but within 5 years
13,666

13,739

12,748

12,762

After 5 but within 10 years
7,359

7,342

7,867

7,782

After 10 years (2)
3,106

3,023

3,263

3,190

Total
$
26,445

$
26,422

$
25,808

$
25,665

Total debt securities AFS
$
305,817

$
307,925

$
299,600

$
298,511

(1)
Includes mortgage-backed securities of U.S. government-sponsored agencies.
(2)
Investments with no stated maturities are included as contractual maturities of greater than 10 years. Actual maturities may differ due to call or prepayment rights.
(3)
Includes corporate, asset-backed and other debt securities.


120



Debt Securities Held-to-Maturity

The carrying value and fair value of debt securities HTM were as follows:
In millions of dollars
Amortized
cost basis (1)
Net unrealized gains
(losses)
recognized in
AOCI
Carrying
value (2)
Gross
unrealized
gains
Gross
unrealized
(losses)
Fair
value
March 31, 2016
 
 
 
 
 
Debt securities held-to-maturity
 
 
 
 
 
 
Mortgage-backed securities (3)
 
 
 
 
 
 
U.S. government agency guaranteed
$
17,771

$
134

$
17,905

$
264

$
(2
)
$
18,167

Prime
51

(10
)
41

3

(2
)
42

Alt-A
427

(51
)
376

228

(157
)
447

Subprime
2


2

11


13

Non-U.S. residential
1,290

(58
)
1,232

35


1,267

Total mortgage-backed securities
$
19,541

$
15

$
19,556

$
541

$
(161
)
$
19,936

State and municipal (4)
$
8,521

$
(421
)
$
8,100

$
309

$
(85
)
$
8,324

Foreign government
4,057


4,057

14


4,071

Asset-backed securities (3)
5,185

(8
)
5,177

14

(72
)
5,119

Total debt securities held-to-maturity
$
37,304

$
(414
)
$
36,890

$
878

$
(318
)
$
37,450

December 31, 2015
 
 

 

 

 

 

Debt securities held-to-maturity
 

 

 

 

 

 

Mortgage-backed securities (3)
 

 

 

 

 

 

U.S. government agency guaranteed
$
17,648

$
138

$
17,786

$
71

$
(100
)
$
17,757

Prime
121

(78
)
43

3

(1
)
45

Alt-A
433

(1
)
432

259

(162
)
529

Subprime
2


2

13


15

Non-U.S. residential
1,330

(60
)
1,270

37


1,307

Total mortgage-backed securities
$
19,534

$
(1
)
$
19,533

$
383

$
(263
)
$
19,653

State and municipal
$
8,581

$
(438
)
$
8,143

$
245

$
(87
)
$
8,301

Foreign government
4,068


4,068

28

(3
)
4,093

Asset-backed securities (3)
4,485

(14
)
4,471

34

(41
)
4,464

Total debt securities held-to-maturity (5)
$
36,668

$
(453
)
$
36,215

$
690

$
(394
)
$
36,511

(1)
For securities transferred to HTM from Trading account assets , amortized cost basis is defined as the fair value of the securities at the date of transfer plus any accretion income and less any impairments recognized in earnings subsequent to transfer. For securities transferred to HTM from AFS, amortized cost is defined as the original purchase cost, adjusted for the cumulative accretion or amortization of any purchase discount or premium, plus or minus any cumulative fair value hedge adjustments, net of accretion or amortization, and less any other-than-temporary impairment recognized in earnings.
(2)
HTM securities are carried on the Consolidated Balance Sheet at amortized cost basis, plus or minus any unamortized unrealized gains and losses and fair value hedge adjustments recognized in AOCI prior to reclassifying the securities from AFS to HTM. Changes in the values of these securities are not reported in the financial statements, except for the amortization of any difference between the carrying value at the transfer date and par value of the securities, and the recognition of any non-credit fair value adjustments in AOCI in connection with the recognition of any credit impairment in earnings related to securities the Company continues to intend to hold until maturity.
(3)
The Company invests in mortgage-backed and asset-backed securities. These securitizations are generally considered VIEs. The Company’s maximum exposure to loss from these VIEs is equal to the carrying amount of the securities, which is reflected in the table above. For mortgage-backed and asset-backed securitizations in which the Company has other involvement, see Note 20 to the Consolidated Financial Statements.
(4)
The net unrealized losses recognized in AOCI on state and municipal debt securities are primarily attributable to the effects of fair value hedge accounting applied when these debt securities were classified as AFS. Specifically, Citi hedged the LIBOR-benchmark interest rate component of certain fixed-rate tax-exempt state and municipal debt securities utilizing LIBOR-based interest rate swaps. During the hedge period, losses incurred on the LIBOR-hedging swaps recorded in earnings were substantially offset by gains on the state and municipal debt securities attributable to changes in the LIBOR swap rate being hedged. However, because the LIBOR swap rate decreased significantly during the hedge period while the overall fair value of the municipal debt securities was relatively unchanged, the effect of reclassifying fair value gains on these securities from AOCI to earnings attributable solely to changes in the LIBOR swap rate resulted in net unrealized losses remaining in AOCI that relate to the unhedged components of these securities. Upon transfer of these debt securities to HTM, all hedges have been de-designated and hedge accounting has ceased.

121



(5)
During the second quarter of 2015, securities with a total fair value of approximately $7.1 billion were transferred from AFS to HTM, consisting of $7.0 billion of U.S. government agency mortgage-backed securities and $0.1 billion of obligations of U.S. states and municipalities. The transfer reflects the Company’s intent to hold these securities to maturity or to issuer call in order to reduce the impact of price volatility on AOCI and certain capital measures under Basel III. While these securities were transferred to HTM at fair value as of the transfer date, no subsequent changes in value may be recorded, other than in connection with the recognition of any subsequent other-than-temporary impairment and the amortization of differences between the carrying values at the transfer date and the par values of each security as an adjustment of yield over the remaining contractual life of each security. Any net unrealized holding losses within AOCI related to the respective securities at the date of transfer, inclusive of any cumulative fair value hedge adjustments, will be amortized over the remaining contractual life of each security as an adjustment of yield in a manner consistent with the amortization of any premium or discount.

The Company has the positive intent and ability to hold these securities to maturity or, where applicable, the exercise of any issuer call options, absent any unforeseen significant changes in circumstances, including deterioration in credit or changes in regulatory capital requirements.
The net unrealized losses classified in AOCI primarily relate to debt securities previously classified as AFS that have been transferred to HTM, and include any cumulative fair

 

value hedge adjustments. The net unrealized loss amount also includes any non-credit-related changes in fair value of HTM securities that have suffered credit impairment recorded in earnings. The AOCI balance related to HTM securities is amortized over the remaining contractual life of the related securities as an adjustment of yield in a manner consistent with the accretion of any difference between the carrying value at the transfer date and par value of the same debt securities.


The table below shows the fair value of debt securities HTM that have been in an unrecognized loss position for less than 12 months and for 12 months or longer:
 
Less than 12 months
12 months or longer
Total
In millions of dollars
Fair
value
Gross
unrecognized
losses
Fair
value
Gross
unrecognized
losses
Fair
value
Gross
unrecognized
losses
March 31, 2016
 
 
 
 
 
 
Debt securities held-to-maturity
 
 
 
 
 
 
Mortgage-backed securities
$
106

$
2

$
633

$
159

$
739

$
161

State and municipal
610

6

1,669

79

2,279

85

Foreign government






Asset-backed securities
182

24

4,830

48

5,012

72

Total debt securities held-to-maturity
$
898

$
32

$
7,132

$
286

$
8,030

$
318

December 31, 2015
 
 
 
 
 
 
Debt securities held-to-maturity
 
 
 
 
 
 
Mortgage-backed securities
$
935

$
1

$
10,301

$
262

$
11,236

$
263

State and municipal
881

20

1,826

67

2,707

87

Foreign government
180

3



180

3

Asset-backed securities
132

13

3,232

28

3,364

41

Total debt securities held-to-maturity
$
2,128

$
37

$
15,359

$
357

$
17,487

$
394

Excluded from the gross unrecognized losses presented in the above table are $(414) million  and $(453) million  of net unrealized losses recorded in AOCI as of March 31, 2016 and December 31, 2015 , respectively, primarily related to the difference between the amortized cost and carrying value of HTM securities that were reclassified from AFS. Substantially all of these net unrecognized losses relate to securities that have been in a loss position for 12 months or longer at March 31, 2016 and December 31, 2015 .


122



The following table presents the carrying value and fair value of HTM debt securities by contractual maturity dates:
 
March 31, 2016
December 31, 2015
In millions of dollars
Carrying value
Fair value
Carrying value
Fair value
Mortgage-backed securities
 
 
 
 
Due within 1 year
$

$

$

$

After 1 but within 5 years
403

413

172

172

After 5 but within 10 years
420

432

660

663

After 10 years (1)
18,733

19,091

18,701

18,818

Total
$
19,556

$
19,936

$
19,533

$
19,653

State and municipal
 
 
 
 
Due within 1 year
$
367

$
353

$
309

$
305

After 1 but within 5 years
312

316

336

335

After 5 but within 10 years
260

270

262

270

After 10 years (1)
7,161

7,385

7,236

7,391

Total
$
8,100

$
8,324

$
8,143

$
8,301

Foreign government
 
 
 
 
Due within 1 year
$
2,742

$
2,750

$

$

After 1 but within 5 years
1,132

1,138

4,068

4,093

After 5 but within 10 years
183

183



After 10 years (1)




Total
$
4,057

$
4,071

$
4,068

$
4,093

All other (2)
 
 
 
 
Due within 1 year
$

$

$

$

After 1 but within 5 years




After 5 but within 10 years
134

134



After 10 years (1)
5,043

4,985

4,471

4,464

Total
$
5,177

$
5,119

$
4,471

$
4,464

Total debt securities held-to-maturity
$
36,890

$
37,450

$
36,215

$
36,511

(1)
Investments with no stated maturities are included as contractual maturities of greater than 10 years. Actual maturities may differ due to call or prepayment rights.
(2)
Includes corporate and asset-backed securities.



123



Evaluating Investments for Other-Than-Temporary Impairment

Overview
The Company conducts periodic reviews of all securities with unrealized losses to evaluate whether the impairment is other-than-temporary.
An unrealized loss exists when the current fair value of an individual security is less than its amortized cost basis. Unrealized losses that are determined to be temporary in nature are recorded, net of tax, in AOCI for AFS securities. Losses related to HTM securities generally are not recorded, as these investments are carried at adjusted amortized cost basis. However, for HTM securities with credit-related losses, the credit loss is recognized in earnings as OTTI and any difference between the cost basis adjusted for the OTTI and fair value is recognized in AOCI and amortized as an adjustment of yield over the remaining contractual life of the security. For securities transferred to HTM from Trading account assets , amortized cost is defined as the fair value of the securities at the date of transfer, plus any accretion income and less any impairment recognized in earnings subsequent to transfer. For securities transferred to HTM from AFS, amortized cost is defined as the original purchase cost, adjusted for the cumulative accretion or amortization of any purchase discount or premium, plus or minus any cumulative fair value hedge adjustments, net of accretion or amortization, and less any impairment recognized in earnings.
Regardless of the classification of the securities as AFS or HTM, the Company assesses each position with an unrealized loss for OTTI. Factors considered in determining whether a loss is temporary include:

the length of time and the extent to which fair value has been below cost;
the severity of the impairment;
the cause of the impairment and the financial condition and near-term prospects of the issuer;
activity in the market of the issuer that may indicate adverse credit conditions; and
the Company’s ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery.

The Company’s review for impairment generally entails:

identification and evaluation of impaired investments;
analysis of individual investments that have fair values less than amortized cost, including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period;
consideration of evidential matter, including an evaluation of factors or triggers that could cause individual investments to qualify as having other-than-temporary impairment and those that would not support other-than-temporary impairment; and
documentation of the results of these analyses, as required under business policies.

 
Debt
The entire difference between amortized cost basis and fair value is recognized in earnings as OTTI for impaired debt securities that the Company has an intent to sell or for which the Company believes it will more-likely-than-not be required to sell prior to recovery of the amortized cost basis. However, for those securities that the Company does not intend to sell and is not likely to be required to sell, only the credit-related impairment is recognized in earnings and any non-credit-related impairment is recorded in AOCI.
For debt securities, credit impairment exists where management does not expect to receive contractual principal and interest cash flows sufficient to recover the entire amortized cost basis of a security.

Equity
For equity securities, management considers the various factors described above, including its intent and ability to hold the equity security for a period of time sufficient for recovery to cost or whether it is more-likely-than-not that the Company will be required to sell the security prior to recovery of its cost basis. Where management lacks that intent or ability, the security’s decline in fair value is deemed to be other-than-temporary and is recorded in earnings. AFS equity securities deemed to be other-than-temporarily impaired are written down to fair value, with the full difference between fair value and cost recognized in earnings.
Management assesses equity method investments that have fair values that are less than their respective carrying values for OTTI. Fair value is measured as price multiplied by quantity if the investee has publicly listed securities. If the investee is not publicly listed, other methods are used (see Note 22 to the Consolidated Financial Statements).
For impaired equity method investments that Citi plans to sell prior to recovery of value or would likely be required to sell, with no expectation that the fair value will recover prior to the expected sale date, the full impairment is recognized in earnings as OTTI regardless of severity and duration. The measurement of the OTTI does not include partial projected recoveries subsequent to the balance sheet date.
For impaired equity method investments that management does not plan to sell and is not likely to be required to sell prior to recovery of value, the evaluation of whether an impairment is other-than-temporary is based on (i) whether and when an equity method investment will recover in value and (ii) whether the investor has the intent and ability to hold that investment for a period of time sufficient to recover the value. The determination of whether the impairment is considered other-than-temporary considers the following indicators, regardless of the time and extent of impairment:

the cause of the impairment and the financial condition and near-term prospects of the issuer, including any specific events that may influence the operations of the issuer;
the intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value; and


124



the length of time and extent to which fair value has been less than the carrying value.

The sections below describe the Company’s process for identifying credit-related impairments for security types that have the most significant unrealized losses as of March 31, 2016 .

Mortgage-Backed Securities
For U.S. mortgage-backed securities (and in particular for Alt-A and other mortgage-backed securities that have significant unrealized losses as a percentage of amortized cost), credit impairment is assessed using a cash flow model that estimates the principal and interest cash flows on the underlying mortgages using the security-specific collateral and transaction structure. The model distributes the estimated cash flows to the various tranches of securities, considering the transaction structure and any subordination and credit enhancements that exist in that structure. The cash flow model incorporates actual cash flows on the mortgage-backed securities through the current period and then estimates the remaining cash flows using a number of assumptions, including default rates, prepayment rates, recovery rates (on foreclosed properties) and loss severity rates (on non-agency mortgage-backed securities).
Management develops specific assumptions using market data, internal estimates and estimates published by rating agencies and other third-party sources. Default rates are projected by considering current underlying mortgage loan performance, generally assuming the default of (i)  10% of current loans, (ii)  25% of 30 59  day delinquent loans, (iii)  70% of 60 90  day delinquent loans and (iv)  100% of 91 + day delinquent loans. These estimates are extrapolated along a default timing curve to estimate the total lifetime pool default
 
rate. Other assumptions contemplate the actual collateral attributes, including geographic concentrations, rating actions and current market prices.
Cash flow projections are developed using different stress test scenarios. Management evaluates the results of those stress tests (including the severity of any cash shortfall indicated and the likelihood of the stress scenarios actually occurring based on the underlying pool’s characteristics and performance) to assess whether management expects to recover the amortized cost basis of the security. If cash flow projections indicate that the Company does not expect to recover its amortized cost basis, the Company recognizes the estimated credit loss in earnings.

State and Municipal Securities
The process for identifying credit impairments in Citigroup’s AFS and HTM state and municipal bonds is primarily based on a credit analysis that incorporates third-party credit ratings.  Citigroup monitors the bond issuers and any insurers providing default protection in the form of financial guarantee insurance.  The average external credit rating, ignoring any insurance, is Aa3/AA-.  In the event of an external rating downgrade or other indicator of credit impairment (i.e., based on instrument-specific estimates of cash flows or probability of issuer default), the subject bond is specifically reviewed for adverse changes in the amount or timing of expected contractual principal and interest payments.
For state and municipal bonds with unrealized losses that Citigroup plans to sell (for AFS only), would be more-likely-than-not required to sell (for AFS only) or will be subject to an issuer call deemed probable of exercise prior to the expected recovery of its amortized cost basis (for AFS and HTM), the full impairment is recognized in earnings.


Recognition and Measurement of OTTI
The total OTTI recognized in earnings follows:
OTTI on Investments and Other Assets
Three Months Ended 
  March 31, 2016
In millions of dollars
AFS (1)(2)
HTM
Other
assets (3)
Total
Impairment losses related to securities that the Company does not intend to sell nor will likely be required to sell:
 
 
 
 
Total OTTI losses recognized during the period
$
1

$

$

$
1

Less: portion of impairment loss recognized in AOCI (before taxes)




Net impairment losses recognized in earnings for securities that the Company does not intend to sell nor will likely be required to sell
$
1

$

$

$
1

Impairment losses recognized in earnings for securities that the Company intends to sell, would be more likely than not required to sell or will be subject to an issuer call deemed probable of exercise and FX losses
195

7

262

464

Total impairment losses recognized in earnings
$
196

$
7

$
262

$
465

(1)
Includes OTTI on non-marketable equity securities.
(2)
Includes a $160 million impairment related to AFS securities affected by changes in the Venezuela exchange rate during the quarter.
(3)
The impairment charge is related to the carrying value of an equity investment.


125



OTTI on Investments and Other Assets
Three Months Ended 
  March 31, 2015
In millions of dollars
AFS (1)
HTM
Other
assets
Total
Impairment losses related to securities that the Company does not intend to sell nor will likely be required to sell:
 
 
 
 
Total OTTI losses recognized during the period
$

$

$

$

Less: portion of impairment loss recognized in AOCI (before taxes)




Net impairment losses recognized in earnings for securities that the Company does not intend to sell nor will likely be required to sell
$

$

$

$

Impairment losses recognized in earnings for securities that the Company intends to sell, would be more likely than not required to sell or will be subject to an issuer call deemed probable of exercise and FX losses
69

3


72

Total impairment losses recognized in earnings
$
69

$
3

$

$
72


(1)
Includes OTTI on non-marketable equity securities.


The following are three-month rollforwards of the credit-related impairments recognized in earnings for AFS and HTM debt securities held that the Company does not intend to sell nor likely will be required to sell:

 
Cumulative OTTI credit losses recognized in earnings on securities still held
In millions of dollars
Dec. 31, 2015 balance

Credit
impairments
recognized in
earnings on
securities not
previously
impaired

Credit
impairments
recognized in
earnings on
securities that
have
been previously
impaired

Reductions due to
credit-impaired
securities sold,
transferred or
matured

Mar. 31, 2016 balance

AFS debt securities
 
 
 
 
 
Mortgage-backed securities
$
294

$

$

$

$
294

State and municipal
8



(8
)

Foreign government securities
170




170

Corporate
112

1


(3
)
110

All other debt securities
170



(4
)
166

Total OTTI credit losses recognized for AFS debt securities
$
754

$
1

$

$
(15
)
$
740

HTM debt securities
 
 
 
 
 
Mortgage-backed securities (1)
$
668

$

$

$

$
668

All other debt securities
132




132

Total OTTI credit losses recognized for HTM debt securities
$
800

$

$

$

$
800

(1)
Primarily consists of Alt-A securities.


126



 
Cumulative OTTI credit losses recognized in earnings on securities still held
In millions of dollars
Dec. 31, 2014 balance

Credit
impairments
recognized in
earnings on
securities not
previously
impaired

Credit
impairments
recognized in
earnings on
securities that
have
been previously
impaired

Reductions due to
credit-impaired
securities sold,
transferred or
matured

Mar. 31, 2015 balance

AFS debt securities
 
 
 
 
 
Mortgage-backed securities
$
295

$

$

$

$
295

State and municipal





Foreign government securities
171



(1
)
170

Corporate
118



(6
)
112

All other debt securities
149




149

Total OTTI credit losses recognized for AFS debt securities
$
733

$

$

$
(7
)
$
726

HTM debt securities
 
 
 
 
 
Mortgage-backed securities (1)
$
670

$

$

$
(2
)
$
668

All other debt securities
133




133

Total OTTI credit losses recognized for HTM debt securities
$
803

$

$

$
(2
)
$
801

(1)
Primarily consists of Alt-A securities.

Investments in Alternative Investment Funds That Calculate Net Asset Value per Share
The Company holds investments in certain alternative investment funds that calculate net asset value (NAV) per share, including hedge funds, private equity funds, funds of funds and real estate funds. The Company’s investments include co-investments in funds that are managed by the Company and investments in funds that are managed by third parties. Investments in funds are generally classified as non-marketable equity securities carried at fair value. The fair values of these investments are estimated using the NAV per share of the Company’s ownership interest in the funds, where it is not probable that the Company will sell an investment at a price other than the NAV.

 
Fair value
Unfunded
commitments
Redemption frequency
(if currently eligible)
monthly, quarterly, annually
Redemption 
notice
period
In millions of dollars
March 31, 2016
December 31, 2015
March 31, 2016
December 31, 2015
 
 
Hedge funds
$
2

$
3

$

$

Generally quarterly
10–95 days
Private equity funds (1)(2)
748

762

183

173

Real estate funds (2)(3)
89

130

22

21

Total (4)
$
839

$
895

$
205

$
194

(1)
Private equity funds include funds that invest in infrastructure, leveraged buyout transactions, emerging markets and venture capital.
(2)
With respect to the Company’s investments in private equity funds and real estate funds, distributions from each fund will be received as the underlying assets held by these funds are liquidated. It is estimated that the underlying assets of these funds will be liquidated over a period of several years as market conditions allow. Private equity and real estate funds do not allow redemption of investments by their investors. Investors are permitted to sell or transfer their investments, subject to the approval of the general partner or investment manager of these funds, which generally may not be unreasonably withheld.
(3)
Includes several real estate funds that invest primarily in commercial real estate in the U.S., Europe and Asia.
(4)
Included in the total fair value of investments above are $0.8 billion and $0.9 billion of fund assets that are valued using NAVs provided by third-party asset managers as of March 31, 2016 and December 31, 2015 , respectively.

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14.   LOANS
Citigroup loans are reported in two categories—consumer and corporate. These categories are classified primarily according to the segment and subsegment that manage the loans.
Consumer Loans
Consumer loans represent loans and leases managed primarily by the GCB businesses in Citicorp and in Citi Holdings. The following table provides information by loan type for the periods indicated:
In millions of dollars
March 31,
2016
December 31, 2015
In U.S. offices
 
 
Mortgage and real estate (1)
$
79,128

$
80,281

Installment, revolving credit, and other
3,504

3,480

Cards
106,892

112,800

Commercial and industrial
6,793

6,407

 
$
196,317

$
202,968

In offices outside the U.S.
 
 
Mortgage and real estate (1)
$
47,831

$
47,062

Installment, revolving credit, and other
28,778

29,480

Cards
26,312

27,342

Commercial and industrial
17,697

17,741

Lease financing
139

362

 
$
120,757

$
121,987

Total consumer loans
$
317,074

$
324,955

Net unearned income
$
826

830

Consumer loans, net of unearned income
$
317,900

$
325,785

(1)
Loans secured primarily by real estate.

Citigroup has established a risk management process to monitor, evaluate and manage the principal risks associated with its consumer loan portfolio. Credit quality indicators that are actively monitored include delinquency status, consumer credit scores (FICO), and loan to value (LTV) ratios, each as discussed in more detail below.
Included in the loan table above are lending products whose terms may give rise to greater credit issues. Credit cards with below-market introductory interest rates and interest-only loans are examples of such products. These products are closely managed using credit techniques that are intended to mitigate their higher inherent risk.
During the three months ended March 31, 2016 and 2015 , the Company sold and/or reclassified to held-for-sale $2.7 billion and $14.0 billion , respectively, of consumer loans. The Company did not have significant purchases of consumer loans during the three months ended March 31, 2016 or 2015 .

 
Delinquency Status
Delinquency status is monitored and considered a key indicator of credit quality of consumer loans. Principally, the U.S. residential first mortgage loans use the Mortgage Bankers Association (MBA) method of reporting delinquencies, which considers a loan delinquent if a monthly payment has not been received by the end of the day immediately preceding the loan’s next due date. All other loans use a method of reporting delinquencies that considers a loan delinquent if a monthly payment has not been received by the close of business on the loan’s next due date.
As a general policy, residential first mortgages, home equity loans and installment loans are classified as non-accrual when loan payments are 90 days contractually past due. Credit cards and unsecured revolving loans generally accrue interest until payments are 180 days past due. Home equity loans in regulated bank entities are classified as non-accrual if the related residential first mortgage is 90 days or more past due. Mortgage loans in regulated bank entities discharged through Chapter 7 bankruptcy, other than Federal Housing Administration (FHA)-insured loans, are classified as non-accrual. Commercial market loans are placed on a cash (non-accrual) basis when it is determined, based on actual experience and a forward-looking assessment of the collectability of the loan in full, that the payment of interest or principal is doubtful or when interest or principal is 90  days past due.
The policy for re-aging modified U.S. consumer loans to current status varies by product. Generally, one of the conditions to qualify for these modifications is that a minimum number of payments (typically ranging from one to three ) be made. Upon modification, the loan is re-aged to current status. However, re-aging practices for certain open-ended consumer loans, such as credit cards, are governed by Federal Financial Institutions Examination Council (FFIEC) guidelines. For open-ended consumer loans subject to FFIEC guidelines, one of the conditions for a loan to be re-aged to current status is that at least three consecutive minimum monthly payments, or the equivalent amount, must be received. In addition, under FFIEC guidelines, the number of times that such a loan can be re-aged is subject to limitations (generally once in 12 months and twice in five years). Furthermore, FHA and Department of Veterans Affairs (VA) loans are modified under those respective agencies’ guidelines and payments are not always required in order to re-age a modified loan to current.








128



The following tables provide details on Citigroup’s consumer loan delinquency and non-accrual loans:
Consumer Loan Delinquency and Non-Accrual Details at March 31, 2016
In millions of dollars
Total
current (1)(2)
30–89 days
past due (3)
≥ 90 days
past due (3)
Past due
government
guaranteed (4)
Total
loans (2)
Total
non-accrual
90 days past due
and accruing
In North America offices
 
 
 
 
 
 
 
Residential first mortgages
$
53,482

$
733

$
545

$
2,049

$
56,809

$
1,185

$
1,779

Home equity loans (5)
21,454

164

281


21,899

990


Credit cards
105,118

1,180

1,195


107,493


1,195

Installment and other
4,638

56

32


4,726

60


Commercial banking loans
8,563

13

45


8,621

281

16

Total
$
193,255

$
2,146

$
2,098

$
2,049

$
199,548

$
2,516

$
2,990

In offices outside North America
 
 
 
 
 
 
 
Residential first mortgages
$
40,293

$
310

$
164

$

$
40,767

$
389

$

Credit cards
24,774

470

404


25,648

226

266

Installment and other
27,739

325

223


28,287

213


Commercial banking loans
23,415

38

29


23,482

234


Total
$
116,221

$
1,143

$
820

$

$
118,184

$
1,062

$
266

Total GCB  and Citi Holdings consumer
$
309,476

$
3,289

$
2,918

$
2,049

$
317,732

$
3,578

$
3,256

Other (6)
156

6

6


168

23


Total Citigroup
$
309,632

$
3,295

$
2,924

$
2,049

$
317,900

$
3,601

$
3,256

(1)
Loans less than 30  days past due are presented as current.
(2)
Includes $33 million of residential first mortgages recorded at fair value.
(3)
Excludes loans guaranteed by U.S. government-sponsored entities.
(4)
Consists of residential first mortgages that are guaranteed by U.S. government-sponsored entities that are 30–89 days past due of $0.2 billion and 90  days or more past due of $1.8 billion .
(5)
Fixed-rate home equity loans and loans extended under home equity lines of credit, which are typically in junior lien positions.
(6)
Represents loans classified as consumer loans on the Consolidated Balance Sheet that are not included in the Citi Holdings consumer credit metrics.

129



Consumer Loan Delinquency and Non-Accrual Details at December 31, 2015
In millions of dollars
Total
current (1)(2)
30–89 days
past due (3)
≥ 90 days
past due (3)
Past due
government
guaranteed (4)
Total
loans (2)
Total
non-accrual
90 days past due
and accruing
In North America offices
 
 
 
 
 
 
 
Residential first mortgages
$
53,146

$
846

$
564

$
2,318

$
56,874

$
1,216

$
1,997

Home equity loans (5)
22,335

136

277


22,748

1,017


Credit cards
110,814

1,296

1,243


113,353


1,243

Installment and other
4,576

80

33


4,689

56

2

Commercial banking loans
8,241

16

61


8,318

222

17

Total
$
199,112

$
2,374

$
2,178

$
2,318

$
205,982

$
2,511

$
3,259

In offices outside North America
 
 
 
 
 
 
 
Residential first mortgages
$
39,551

$
240

$
175

$

$
39,966

$
388

$

Credit cards
25,698

477

442


26,617

261

278

Installment and other
27,664

317

220


28,201

226


Commercial banking loans
24,764

46

31


24,841

247


Total
$
117,677

$
1,080

$
868

$

$
119,625

$
1,122

$
278

Total GCB  and Citi Holdings
$
316,789

$
3,454

$
3,046

$
2,318

$
325,607

$
3,633

$
3,537

Other (6)
164

7

7


178

25


Total Citigroup
$
316,953

$
3,461

$
3,053

$
2,318

$
325,785

$
3,658

$
3,537

(1)
Loans less than 30  days past due are presented as current.
(2)
Includes $34 million of residential first mortgages recorded at fair value.
(3)
Excludes loans guaranteed by U.S. government-sponsored entities.
(4)
Consists of residential first mortgages that are guaranteed by U.S. government-sponsored entities that are 30–89 days past due of $0.3 billion and 90  days or more past due of $2.0 billion .
(5)
Fixed-rate home equity loans and loans extended under home equity lines of credit, which are typically in junior lien positions.
(6)
Represents loans classified as consumer loans on the Consolidated Balance Sheet that are not included in the Citi Holdings consumer credit metrics.

Consumer Credit Scores (FICO)
In the U.S., independent credit agencies rate an individual’s risk for assuming debt based on the individual’s credit history and assign every consumer a “FICO” (Fair Isaac Corporation) credit score. These scores are continually updated by the agencies based upon an individual’s credit actions (e.g., taking out a loan or missed or late payments).
The following tables provide details on the FICO scores attributable to Citi’s U.S. consumer loan portfolio (commercial market loans are not included in the table since they are business based and FICO scores are not a primary driver in their credit evaluation). FICO scores are updated monthly for substantially all of the portfolio or, otherwise, on a quarterly basis for the remaining portfolio.
 
FICO score distribution in U.S. portfolio (1)(2)
March 31, 2016
In millions of dollars
Less than
620
≥ 620 but less
than 660
Equal to or
greater
than 660
Residential first mortgages
$
3,387

$
3,024

$
45,437

Home equity loans
2,032

1,700

16,995

Credit cards
7,430

9,837

87,333

Installment and other
337

271

2,581

Total
$
13,186

$
14,832

$
152,346

(1)
Excludes loans guaranteed by U.S. government entities, loans subject to long-term standby commitments (LTSCs) with U.S. government-sponsored entities and loans recorded at fair value.
(2)
Excludes balances where FICO was not available. Such amounts are not material.


130



FICO score distribution in U.S. portfolio (1)(2)
December 31, 2015

In millions of dollars
Less than
620
≥ 620 but less
than 660
Equal to or
greater
than 660
Residential first mortgages
$
3,483

$
3,036

$
45,047

Home equity loans
2,067

1,782

17,837

Credit cards
7,341

10,072

93,194

Installment and other
337

270

2,662

Total
$
13,228

$
15,160

$
158,740

(1)
Excludes loans guaranteed by U.S. government entities, loans subject to LTSCs with U.S. government-sponsored entities and loans recorded at fair value.
(2)
Excludes balances where FICO was not available. Such amounts are not material.

Loan to Value (LTV) Ratios
LTV ratios (loan balance divided by appraised value) are calculated at origination and updated by applying market price data.
The following tables provide details on the LTV ratios attributable to Citi’s U.S. consumer mortgage portfolios. LTV ratios are updated monthly using the most recent Core Logic Home Price Index data available for substantially all of the portfolio applied at the Metropolitan Statistical Area level, if available, or the state level if not. The remainder of the portfolio is updated in a similar manner using the Federal Housing Finance Agency indices.
LTV distribution in U.S. portfolio (1)(2)
March 31, 2016
In millions of dollars
Less than or
equal to 80%
> 80% but less
than or equal to
100%
Greater
than
100%
Residential first mortgages
$
46,181

$
5,034

$
720

Home equity loans
13,246

4,813

2,561

Total
$
59,427

$
9,847

$
3,281

(1)
Excludes loans guaranteed by U.S. government entities, loans subject to LTSCs with U.S. government-sponsored entities and loans recorded at fair value.
(2)
Excludes balances where LTV was not available. Such amounts are not material.
 
LTV distribution in U.S. portfolio (1)(2)
December 31, 2015
In millions of dollars
Less than or
equal to 80%
> 80% but less
than or equal to
100%
Greater
than
100%
Residential first mortgages
$
46,559

$
4,478

$
626

Home equity loans
13,904

5,147

2,527

Total
$
60,463

$
9,625

$
3,153

(1)
Excludes loans guaranteed by U.S. government entities, loans subject to LTSCs with U.S. government-sponsored entities and loans recorded at fair value.
(2)
Excludes balances where LTV was not available. Such amounts are not material.

Impaired Consumer Loans
Impaired loans are those loans where Citigroup believes it is probable all amounts due according to the original contractual terms of the loan will not be collected. Impaired consumer loans include non-accrual commercial market loans, as well as smaller-balance homogeneous loans whose terms have been modified due to the borrower’s financial difficulties and where Citigroup has granted a concession to the borrower. These modifications may include interest rate reductions and/or principal forgiveness. Impaired consumer loans exclude smaller-balance homogeneous loans that have not been modified and are carried on a non-accrual basis.


131



The following tables present information about total impaired consumer loans and for interest income recognized on impaired consumer loans:
 




 
 
 
 
 
Three months ended March 31,
 
Balance at March 31, 2016
2016
2015
In millions of dollars
Recorded
investment (1)(2)
Unpaid
principal balance
Related
specific allowance (3)
Average
carrying value (4)
Interest income
recognized (5)
Interest income
recognized (5)
Mortgage and real estate
 
 
 
 
 
 
Residential first mortgages
$
5,696

$
6,248

$
691

$
7,697

$
61

$
141

Home equity loans
1,364

1,921

408

1,629

9

17

Credit cards
1,899

1,935

601

1,991

41

44

Installment and other
 
 
 
 


Individual installment and other
498

531

200

465

7

9

Commercial banking loans
462

603

122

389

2

3

Total
$
9,919

$
11,238

$
2,022

$
12,171

$
120

$
214

(1)
Recorded investment in a loan includes net deferred loan fees and costs, unamortized premium or discount and direct write-downs and includes accrued interest only on credit card loans.
(2)
$1,124 million of residential first mortgages, $443 million of home equity loans and $96 million of commercial market loans do not have a specific allowance.
(3) Included in the Allowance for loan losses .
(4) Average carrying value represents the average recorded investment ending balance for the last four quarters and does not include the related specific allowance.
(5) Includes amounts recognized on both an accrual and cash basis.


 
Balance, December 31, 2015
In millions of dollars
Recorded
investment (1)(2)
Unpaid
principal balance
Related
specific allowance (3)
Average
carrying value (4)
Mortgage and real estate
 
 
 
 
Residential first mortgages
$
6,038

$
6,610

$
739

$
8,932

Home equity loans
1,399

1,972

406

1,778

Credit cards
1,950

1,986

604

2,079

Installment and other
 
 
 
 
Individual installment and other
464

519

197

449

Commercial banking loans
341

572

100

361

Total
$
10,192

$
11,659

$
2,046

$
13,599

(1)
Recorded investment in a loan includes net deferred loan fees and costs, unamortized premium or discount and direct write-downs and includes accrued interest only on credit card loans.
(2)
$1,151 million of residential first mortgages, $459 million of home equity loans and $86 million of commercial market loans do not have a specific allowance.
(3)
Included in the Allowance for loan losses .
(4)
Average carrying value represents the average recorded investment ending balance for the last four quarters and does not include the related specific allowance.





132



Consumer Troubled Debt Restructurings
The following tables present consumer TDRs occurring:
 
At and for the three months ended March 31, 2016
In millions of dollars except number of loans modified
Number of
loans modified
Post-
modification
recorded
investment (1)(2)
Deferred
principal (3)
Contingent
principal
forgiveness (4)
Principal
forgiveness (5)
Average
interest rate
reduction
North America
 
 
 
 
 
 
Residential first mortgages
1,468

$
212

$
2

$

$
1

1
%
Home equity loans
858

30




3

Credit cards
49,109

188




17

Installment and other revolving
1,385

12




14

Commercial banking (6)
23

5





Total (8)
52,843

$
447

$
2

$

$
1

 
International
 
 
 
 
 
 
Residential first mortgages
419

$
15

$

$

$

%
Credit cards
52,207

123



2

13

Installment and other revolving
21,644

82



2

7

Commercial banking (6)
28

20





Total (8)
74,298

$
240

$

$

$
4

 

 
At and for the three months ended March 31, 2015
In millions of dollars except number of loans modified
Number of
loans modified
Post-
modification
recorded
investment (1)(7)
Deferred
principal (3)
Contingent
principal
forgiveness (4)
Principal
forgiveness (5)
Average
interest rate
reduction
North America
 
 
 
 
 
 
Residential first mortgages
3,093

$
407

$
4

$
2

$
8

1
%
Home equity loans
1,258

46



1

2

Credit cards
50,310

211




16

Installment and other revolving
984

9




12

Commercial banking (6)
57

11





Total (8)
55,702

$
684

$
4

$
2

$
9

 
International
 
 
 
 
 
 
Residential first mortgages
883

$
24

$

$

$

%
Credit cards
40,431

98



2

13

Installment and other revolving
15,947

69



2

5

Commercial banking (6)
77

27




3

Total (8)
57,338

$
218

$

$

$
4

 

(1)
Post-modification balances include past due amounts that are capitalized at the modification date.
(2)
Post-modification balances in North America include $ 20 million of residential first mortgages and $ 5 million of home equity loans to borrowers who have gone through Chapter 7 bankruptcy in the three months ended March 31, 2016. These amounts include $ 14 million of residential first mortgages and $ 5 million of home equity loans that were newly classified as TDRs in the three months ended March 31, 2016, based on previously received OCC guidance.
(3)
Represents portion of contractual loan principal that is non-interest bearing but still due from the borrower. Such deferred principal is charged off at the time of permanent modification to the extent that the related loan balance exceeds the underlying collateral value.
(4)
Represents portion of contractual loan principal that is non-interest bearing and, depending upon borrower performance, eligible for forgiveness.
(5)
Represents portion of contractual loan principal that was forgiven at the time of permanent modification.
(6) Commercial banking loans are generally borrower-specific modifications and incorporate changes in the amount and/or timing of principal and/or interest.
(7) Post-modification balances in North America include $ 66 million of residential first mortgages and $ 15 million of home equity loans to borrowers who have gone through Chapter 7 bankruptcy in the three months ended March 31, 2015 . These amounts include $ 38 million of residential first mortgages and $ 12 million of home equity loans that were newly classified as TDRs in the three months ended March 31, 2015 , based on previously received OCC guidance.
(8) The above tables reflect activity for loans outstanding as of the end of the reporting period that were considered TDRs.




133



The following table presents consumer TDRs that defaulted for which the payment default occurred within one year of a permanent modification. Default is defined as 60 days past due, except for classifiably managed commercial banking loans, where default is defined as 90 days past due.
 
Three Months Ended
March 31,
In millions of dollars
2016
2015
North America
 
 
Residential first mortgages
$
87

$
110

Home equity loans
9

11

Credit cards
49

43

Installment and other revolving
2

2

Commercial banking
1

2

Total
$
148

$
168

International
 
 
Residential first mortgages
$
3

$
6

Credit cards
37

35

Installment and other revolving
22

23

Commercial banking
3

8

Total
$
65

$
72




134



Corporate Loans
Corporate loans represent loans and leases managed by ICG . The following table presents information by corporate loan type:
In millions of dollars
March 31,
2016
December 31,
2015
In U.S. offices
 
 
Commercial and industrial
$
44,104

$
41,147

Financial institutions
36,865

36,396

Mortgage and real estate (1)
38,697

37,565

Installment, revolving credit and other
33,273

33,374

Lease financing
1,597

1,780

 
$
154,536

$
150,262

In offices outside the U.S.
 
 
Commercial and industrial
$
85,491

$
82,358

Financial institutions
28,652

28,704

Mortgage and real estate (1)
5,769

5,106

Installment, revolving credit and other
21,583

20,853

Lease financing
280

303

Governments and official institutions
5,303

4,911

 
$
147,078

$
142,235

Total corporate loans
$
301,614

$
292,497

Net unearned income
(690
)
(665
)
Corporate loans, net of unearned income
$
300,924

$
291,832

(1)
Loans secured primarily by real estate.
 
The Company sold and/or reclassified to held-for-sale $0.5 billion and $0.6 billion of corporate loans during the three months ended March 31, 2016 and 2015 , respectively. The Company did not have significant purchases of corporate loans classified as held-for-investment for the three months ended March 31, 2016 or 2015 .

Delinquency Status
Citi generally does not manage corporate loans on a delinquency basis. Corporate loans are identified as impaired and placed on a cash (non-accrual) basis when it is determined, based on actual experience and a forward-looking assessment of the collectability of the loan in full, that the payment of interest or principal is doubtful or when interest or principal is 90 days  past due, except when the loan is well collateralized and in the process of collection. Any interest accrued on impaired corporate loans and leases is reversed at 90 days past due and charged against current earnings, and interest is thereafter included in earnings only to the extent actually received in cash. When there is doubt regarding the ultimate collectability of principal, all cash receipts are thereafter applied to reduce the recorded investment in the loan. While corporate loans are generally managed based on their internally assigned risk rating (see further discussion below), the following tables present delinquency information by corporate loan type.


135



Corporate Loan Delinquency and Non-Accrual Details at March 31, 2016
In millions of dollars
30–89 days
past due
and accruing (1)
≥ 90 days
past due and
accruing (1)
Total past due
and accruing
Total
non-accrual (2)
Total
current (3)
Total
loans (4)
Commercial and industrial
$
57

$

$
57

$
1,863

$
124,241

$
126,161

Financial institutions



164

64,273

64,437

Mortgage and real estate
119


119

204

43,943

44,266

Leases



1

1,877

1,878

Other
17

1

18

95

59,303

59,416

Loans at fair value










4,760

Purchased distressed loans










6

Total
$
193

$
1

$
194

$
2,327

$
293,637

$
300,924

Corporate Loan Delinquency and Non-Accrual Details at December 31, 2015
In millions of dollars
30–89 days
past due
and accruing (1)
≥ 90 days
past due and
accruing (1)
Total past due
and accruing
Total
non-accrual (2)
Total
current (3)
Total
loans (4)
Commercial and industrial
$
87

$
4

$
91

$
1,071

$
118,530

$
119,692

Financial institutions
16


16

173

64,128

64,317

Mortgage and real estate
137

7

144

232

42,095

42,471

Leases



76

1,941

2,017

Other
29


29

44

58,286

58,359

Loans at fair value










4,971

Purchased distressed loans










5

Total
$
269

$
11

$
280

$
1,596

$
284,980

$
291,832

(1)
Corporate loans that are 90  days past due are generally classified as non-accrual. Corporate loans are considered past due when principal or interest is contractually due but unpaid.
(2)
Non-accrual loans generally include those loans that are ≥ 90  days past due or those loans for which Citi believes, based on actual experience and a forward-looking assessment of the collectability of the loan in full, that the payment of interest or principal is doubtful.
(3)
Corporate loans are past due when principal or interest is contractually due but unpaid. Loans less than 30  days past due are presented as current.
(4)
Total loans include loans at fair value, which are not included in the various delinquency columns.

Citigroup has a risk management process to monitor, evaluate and manage the principal risks associated with its corporate loan portfolio. As part of its risk management process, Citi assigns numeric risk ratings to its corporate loan facilities based on quantitative and qualitative assessments of the obligor and facility. These risk ratings are reviewed at least annually or more often if material events related to the obligor or facility warrant. Factors considered in assigning the risk ratings include financial condition of the obligor, qualitative assessment of management and strategy, amount and sources of repayment, amount and type of collateral and guarantee arrangements, amount and type of any contingencies associated with the obligor, and the obligor’s industry and geography.
The obligor risk ratings are defined by ranges of default probabilities. The facility risk ratings are defined by ranges of loss norms, which are the product of the probability of default and the loss given default. The investment grade rating categories are similar to the category BBB-/Baa3 and above as defined by S&P and Moody’s. Loans classified according to the bank regulatory definitions as special mention, substandard and doubtful will have risk ratings within the non-investment grade categories.

 








136



Corporate Loans Credit Quality Indicators
 
Recorded investment in loans (1)
In millions of dollars
March 31, 2016
December 31,
2015
Investment grade (2)
 
 
Commercial and industrial
$
88,145

$
85,893

Financial institutions
54,961

53,522

Mortgage and real estate
20,540

18,869

Leases
1,548

1,660

Other
52,113

51,449

Total investment grade
$
217,307

$
211,393

Non-investment grade (2)
 
 
Accrual
 
 
Commercial and industrial
$
36,153

$
32,726

Financial institutions
9,312

10,622

Mortgage and real estate
2,556

2,800

Leases
329

282

Other
7,209

6,867

Non-accrual
 
 
Commercial and industrial
1,863

1,071

Financial institutions
164

173

Mortgage and real estate
204

232

Leases
1

76

Other
95

44

Total non-investment grade
$
57,886

$
54,893

Private bank loans managed on a delinquency basis (2)
$
20,971

$
20,575

Loans at fair value
4,760

4,971

Corporate loans, net of unearned income
$
300,924

$
291,832

(1)
Recorded investment in a loan includes net deferred loan fees and costs, unamortized premium or discount, less any direct write-downs.
(2)
Held-for-investment loans are accounted for on an amortized cost basis.
 
Impaired collateral-dependent loans and leases, where repayment is expected to be provided solely by the sale of the underlying collateral and there are no other available and reliable sources of repayment, are written down to the lower of cost or collateral value, less cost to sell. Cash-basis loans are returned to an accrual status when all contractual principal and interest amounts are reasonably assured of repayment and there is a sustained period of repayment performance, generally six months , in accordance with the contractual terms of the loan.


137



The following tables present non-accrual loan information by corporate loan type and interest income recognized on non-accrual corporate loans:
Non-Accrual Corporate Loans
 
At and for the three months March 31, 2016
In millions of dollars
Recorded
investment (1)
Unpaid
principal balance
Related specific
allowance
Average
carrying value (2)
Interest income recognized (3)
Non-accrual corporate loans
 
 
 
 
 
Commercial and industrial
$
1,863

$
2,147

$
423

$
1,172

$
10

Financial institutions
164

188

12

176

2

Mortgage and real estate
204

324

11

230

1

Lease financing
1

1


50


Other
95

185

37

54


Total non-accrual corporate loans
$
2,327

$
2,845

$
483

$
1,682

$
13

 
At and for the year ended December 31, 2015
In millions of dollars
Recorded
investment (1)
Unpaid
principal balance
Related specific
allowance
Average
carrying value (2)
Non-accrual corporate loans
 
 
 
 
Commercial and industrial
$
1,071

$
1,224

$
246

$
859

Financial institutions
173

196

10

194

Mortgage and real estate
232

336

21

240

Lease financing
76

76

54

62

Other
44

114

32

39

Total non-accrual corporate loans
$
1,596

$
1,946

$
363

$
1,394


 
March 31, 2016
December 31, 2015
In millions of dollars
Recorded
investment (1)
Related specific
allowance
Recorded
investment (1)
Related specific
allowance
Non-accrual corporate loans with valuation allowances
 
 
 
 
Commercial and industrial
$
1,571

$
423

$
571

$
246

Financial institutions
26

12

18

10

Mortgage and real estate
51

11

60

21

Lease financing


75

54

Other
42

37

40

32

Total non-accrual corporate loans with specific allowance
$
1,690

$
483

$
764

$
363

Non-accrual corporate loans without specific allowance
 
 
 
 
Commercial and industrial
$
292

 

$
500

 

Financial institutions
138

 

155

 

Mortgage and real estate
153

 

172

 

Lease financing
1

 

1

 

Other
53

 

4

 

Total non-accrual corporate loans without specific allowance
$
637

N/A

$
832

N/A

(1)
Recorded investment in a loan includes net deferred loan fees and costs, unamortized premium or discount, less any direct write-downs.
(2)
Average carrying value represents the average recorded investment balance and does not include related specific allowance.
(3)
Interest income recognized for the three months ended March 31, 2015 was $1 million .
N/A Not Applicable

138




Corporate Troubled Debt Restructurings

The following table presents corporate TDR activity at and for the three months ended March 31, 2016 :
In millions of dollars
Carrying
Value
TDRs
involving changes
in the amount
and/or timing of
principal payments (1)
TDRs
involving changes
in the amount
and/or timing of
interest payments (2)
TDRs
involving changes
in the amount
and/or timing of
both principal and
interest payments
Commercial and industrial
$
98

$

$

$
98

Mortgage and real estate
4



4

Total
$
102

$

$

$
102


(1)
TDRs involving changes in the amount or timing of principal payments may involve principal forgiveness or deferral of periodic and/or final principal payments. Because forgiveness of principal is rare for commercial loans, modifications typically have little to no impact on the loans’ projected cash flows and thus little to no impact on the allowance established for the loans.  Charge-offs for amounts deemed uncollectable may be recorded at the time of the restructuring or may have already been recorded in prior periods such that no charge-off is required at the time of the modification.
(2)
TDRs involving changes in the amount or timing of interest payments may involve a below-market interest rate.

The following table presents corporate TDR activity at and for the three months ended March 31, 2015 :
In millions of dollars
Carrying
Value
TDRs
involving changes
in the amount
and/or timing of
principal payments (1)
TDRs
involving changes
in the amount
and/or timing of
interest payments (2)
TDRs
involving changes
in the amount
and/or timing of
both principal and
interest payments
Commercial and industrial
$

$

$

$

Mortgage and real estate
1

1



Total
$
1

$
1

$

$

(1)
TDRs involving changes in the amount or timing of principal payments may involve principal forgiveness or deferral of periodic and/or final principal payments. Because forgiveness of principal is rare for commercial loans, modifications typically have little to no impact on the loans’ projected cash flows and thus little to no impact on the allowance established for the loans.  Charge-offs for amounts deemed uncollectable may be recorded at the time of the restructuring or may have already been recorded in prior periods such that no charge-off is required at the time of the modification.
(2)
TDRs involving changes in the amount or timing of interest payments may involve a below-market interest rate.


The following table presents total corporate loans modified in a TDR as well as those TDRs that defaulted and for which the payment default occurred within one year of a permanent modification. Default is defined as 60 days past due, except for classifiably managed commercial banking loans, where default is defined as 90 days past due.
In millions of dollars
TDR balances at March 31, 2016
TDR loans in payment default during the three months ended
March 31, 2016
TDR balances at
March 31, 2015
TDR loans in payment default during the three months ended
March 31, 2015
Commercial and industrial
$
219

$

$
88

$

Loans to financial institutions
2




Mortgage and real estate
139


105


Other
303


336


Total (1)
$
663

$

$
529

$


(1)
The above tables reflect activity for loans outstanding as of the end of the reporting period that were considered TDRs.








139



15. ALLOWANCE FOR CREDIT LOSSES
 
 
Three Months Ended 
 March 31,
In millions of dollars
2016
2015
Allowance for loan losses at beginning of period
$
12,626

$
15,994

Gross credit losses
(2,143
)
(2,458
)
Gross recoveries (1)
419

501

Net credit losses (NCLs)
$
(1,724
)
$
(1,957
)
NCLs
$
1,724

$
1,957

Net reserve builds (releases)
42

(91
)
Net specific reserve builds (releases)
120

(111
)
Total provision for loan losses
$
1,886

$
1,755

Other, net (2)
(76
)
(1,194
)
Allowance for loan losses at end of period
$
12,712

$
14,598

Allowance for credit losses on unfunded lending commitments at beginning of period
$
1,402

$
1,063

Provision (release) for unfunded lending commitments
71

(37
)
Other, net

(3
)
Allowance for credit losses on unfunded lending commitments at end of period (3)
$
1,473

$
1,023

Total allowance for loans, leases, and unfunded lending commitments
$
14,185

$
15,621


(1)
Recoveries have been reduced by certain collection costs that are incurred only if collection efforts are successful.
(2)
The first quarter of 2016 includes a reduction of approximately $148 million related to the sale or transfers to held-for-sale (HFS) of various loan portfolios, including a reduction of $29 million related to the transfers of a real estate loan portfolio to HFS. Additionally, the first quarter of 2016 includes an increase of approximately $63 million related to FX translation. The first quarter of 2015 includes a reduction of approximately $1.0 billion related to the sale or transfers to HFS of various loan portfolios, including a reduction of $281 million related to a transfer of a real estate loan portfolio to HFS. Additionally, the first quarter of 2015 includes a reduction of approximately $145 million related to FX translation.
(3)
Represents additional credit loss reserves for unfunded lending commitments and letters of credit recorded in Other liabilities on the Consolidated Balance Sheet.

Allowance for Credit Losses and Investment in Loans
 
Three Months Ended
 
March 31, 2016
March 31, 2015
In millions of dollars
Corporate
Consumer
Total
Corporate
Consumer
Total
Allowance for loan losses at beginning of period
$
2,791

$
9,835

$
12,626

$
2,447

$
13,547

$
15,994

Charge-offs
(224
)
(1,919
)
(2,143
)
(26
)
(2,432
)
(2,458
)
Recoveries
13

406

419

33

468

501

Replenishment of net charge-offs
211

1,513

1,724

(7
)
1,964

1,957

Net reserve builds (releases)
4

38

42

112

(203
)
(91
)
Net specific reserve builds (releases)
101

19

120

3

(114
)
(111
)
Other
9

(85
)
(76
)
(16
)
(1,178
)
(1,194
)
Ending balance
$
2,905

$
9,807

$
12,712

$
2,546

$
12,052

$
14,598


140



 
Three Months Ended
 
March 31, 2016
December 31, 2015
In millions of dollars
Corporate
Consumer
Total
Corporate
Consumer
Total
Allowance for loan losses
 

 

 

 
 
 
Determined in accordance with ASC 450
$
2,418

$
7,777

$
10,195

$
2,408

$
7,776

$
10,184

Determined in accordance with ASC 310-10-35
483

2,022

2,505

380

2,046

2,426

Determined in accordance with ASC 310-30
4

8

12

3

13

16

Total allowance for loan losses
$
2,905

$
9,807

$
12,712

$
2,791

$
9,835

$
12,626

Loans, net of unearned income
 
 
 
 
 


Loans collectively evaluated for impairment in accordance with ASC 450
$
293,631

$
307,718

$
601,349

$
285,053

$
315,314

$
600,367

Loans individually evaluated for impairment in accordance with ASC 310-10-35
2,527

9,919

12,446

1,803

10,192

11,995

Loans acquired with deteriorated credit quality in accordance with ASC 310-30
6

230

236

5

245

250

Loans held at fair value
4,760

33

4,793

4,971

34

5,005

Total loans, net of unearned income
$
300,924

$
317,900

$
618,824

$
291,832

$
325,785

$
617,617







141



16.   GOODWILL AND INTANGIBLE ASSETS
Goodwill
The changes in Goodwill were as follows:
In millions of dollars
 
Balance, December 31, 2015
$
22,349

Foreign exchange translation and other
239

Divestitures
(13
)
Balance at March 31, 2016
$
22,575


The goodwill impairment testing process, including the
methodology and assumptions used to estimate the fair
value of the reporting units, is disclosed in more detail in Note 1 of Citigroup’s 2015 Annual Report on Form 10-K.
During the first quarter of 2016, Citigroup announced its intention to exit its consumer businesses in Argentina, Brazil and Colombia. These businesses, which previously had been reported as part of Latin America GCB , are reported as part of Citi Holdings— Consumer Latin America beginning the first quarter of 2016. In addition, the other component businesses of Latin America GCB , except the Mexico consumer business, were either transferred to the ICG reporting units (Banking and Markets) or North America GCB reporting unit (International Personal Banking). Furthermore, the remaining businesses in EMEA GCB , except for the commercial business which was transferred to the ICG —Banking reporting unit, are reported under Asia GCB .
Goodwill balances associated with the transfers were allocated to each of the component businesses based on their relative fair values to the legacy reporting units. An interim goodwill impairment test was performed as of January 1, 2016 for the impacted reporting units resulting in no impairment under the legacy and current reporting unit structures. There were no other triggering events during the first quarter of 2016.
The fair values of the Company’s reporting units substantially exceeded their carrying values and did not indicate a risk of impairment based on current valuations.
The following table shows reporting units with goodwill balances as of March 31, 2016.
 
In millions of dollars
 
Reporting unit (1)(2)
Goodwill
North America Global Consumer Banking
$
6,764

Asia Global Consumer Banking  (3)
4,895

Latin America Global Consumer Banking (4)
1,220

ICG— Banking
3,091

ICG— Markets and Securities Services
6,536

Citi Holdings Consumer Latin America
69

Total
$
22,575


(1)
Citi Holdings —Other and Citi Holdings —ICG are excluded from the table as there is no goodwill allocated to them.
(2)
Citi Holdings —Consumer EMEA, is excluded from the table as the entire reporting unit, together with allocated goodwill, is classified as held-for-sale as of March 31, 2016.
(3)
Asia Global Consumer Banking includes the consumer businesses in UK, Russia, Poland, UAE and Bahrain beginning the first quarter of 2016.
(4)
Latin America Global Consumer Banking contains only the consumer business in Mexico beginning the first quarter of 2016.





142



Intangible Assets
The components of intangible assets were as follows:
 
March 31, 2016
December 31, 2015
In millions of dollars
Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount
Gross
carrying
amount
Accumulated
amortization
Net
carrying
amount
Purchased credit card relationships
$
7,585

$
6,542

$
1,043

$
7,606

$
6,520

$
1,086

Core deposit intangibles
984

917

67

1,050

969

81

Other customer relationships
496

268

228

471

252

219

Present value of future profits
37

32

5

37

31

6

Indefinite-lived intangible assets
228


228

234


234

Other (1)
4,493

2,571

1,922

4,709

2,614

2,095

Intangible assets (excluding MSRs)
$
13,823

$
10,330

$
3,493

$
14,107

$
10,386

$
3,721

Mortgage servicing rights (MSRs)
1,524


1,524

1,781


1,781

Total intangible assets
$
15,347

$
10,330

$
5,017

$
15,888

$
10,386

$
5,502

(1)
Includes contract-related intangible assets.



 



The changes in intangible assets were as follows:
 
Net carrying
amount at
 
 
 
Net carrying
amount at
In millions of dollars
December 31, 2015
Acquisitions/
divestitures
Amortization
FX translation and other
March 31,
2016
Purchased credit card relationships
$
1,086

$
(9
)
$
(49
)
$
15

$
1,043

Core deposit intangibles
81

(7
)
(7
)

67

Other customer relationships
219


(6
)
15

228

Present value of future profits
6



(1
)
5

Indefinite-lived intangible assets
234

(6
)


228

Other
2,095

(101
)
(67
)
(5
)
1,922

Intangible assets (excluding MSRs)
$
3,721

$
(123
)
$
(129
)
$
24

$
3,493

Mortgage servicing rights (MSRs) (1)
1,781

 
 
 
1,524

Total intangible assets
$
5,502

 
 
 
$
5,017

(1)
For additional information on Citi’s MSRs, including the roll-forward for the three months ended March 31, 2016, see Note 20 to the Consolidated Financial Statements.



143



17.   DEBT
Short-Term Borrowings
In millions of dollars
March 31,
2016
December 31,
2015
 
Balance
Balance
Commercial paper
$
9,994

$
9,995

Other borrowings (1)
10,899

11,084

Total
$
20,893

$
21,079


(1)
Includes borrowings from the Federal Home Loan Banks and other market participants. At March 31, 2016 , collateralized short-term advances from the Federal Home Loan Banks were $29 million . At December 31, 2015 , no amounts were outstanding.

Borrowings under bank lines of credit may be at interest rates based on LIBOR, CD rates, the prime rate or bids submitted by the banks. Citigroup pays commitment fees for its lines of credit.
Some of Citigroup’s non-bank subsidiaries have credit facilities with Citigroup’s subsidiary depository institutions, including Citibank. Borrowings under these facilities are secured in accordance with Section 23A of the Federal Reserve Act.
Citigroup Global Markets Holdings Inc. (CGMHI) has borrowing agreements consisting of facilities that CGMHI
 
has been advised are available, but where no contractual lending obligation exists. These arrangements are reviewed on an ongoing basis to ensure flexibility in meeting CGMHI’s short-term requirements.

Long-Term Debt
In millions of dollars
March 31, 2016
December 31, 2015
Citigroup Inc. (1)
$
149,140

$
142,157

Bank (2)
51,718

55,131

Broker-dealer (3)
6,977

3,987

Total
$
207,835

$
201,275


(1)
Parent holding company, Citigroup Inc.
(2)
Represents Citibank entities as well as other bank entities. At March 31, 2016 and December 31, 2015 , collateralized long-term advances from the Federal Home Loan Banks were $17.1 billion and $17.8 billion , respectively.
(3)
Represents broker-dealer subsidiaries that are consolidated into Citigroup Inc., the parent holding company.

Long-term debt outstanding includes trust preferred securities with a balance sheet carrying value of $1.7 billion at both March 31, 2016 and December 31, 2015 .




The following table summarizes the Company’s outstanding trust preferred securities at March 31, 2016 :
 
 
 
 
 
 
Junior subordinated debentures owned by trust
Trust
Issuance
date
Securities
issued
Liquidation
value (1)
Coupon
rate (2)
Common
shares
issued
to parent
Amount
Maturity
Redeemable
by issuer
beginning
  In millions of dollars, except share amounts









Citigroup Capital III
Dec. 1996
194,053

$
194

7.625
%
6,003

$
200

Dec. 1, 2036
Not redeemable
Citigroup Capital XIII
Sept. 2010
89,840,000

2,246

7.875

1,000

2,246

Oct. 30, 2040
Oct. 30, 2015
Citigroup Capital XVIII
June 2007
99,901

144

6.829

50

144

June 28, 2067
June 28, 2017
Total obligated
 
 

$
2,584

 
 
$
2,590

 
 

Note: Distributions on the trust preferred securities and interest on the subordinated debentures are payable semiannually for Citigroup Capital III and Citigroup Capital XVIII and quarterly for Citigroup Capital XIII.
(1)
Represents the notional value received by investors from the trusts at the time of issuance.
(2)
In each case, the coupon rate on the subordinated debentures is the same as that on the trust preferred securities.

144



18.   CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Changes in each component of Citigroup’s Accumulated other comprehensive income (loss) were as follows:
In millions of dollars
Net
unrealized
gains (losses)
on investment securities
Debt valuation adjustment (DVA) (1)
Cash flow hedges (2)
Benefit plans (3)
Foreign
currency
translation
adjustment (CTA), net of hedges
(4)
Accumulated
other
comprehensive income (loss)
Balance, December 31, 2015
$
(907
)
$

$
(617
)
$
(5,116
)
$
(22,704
)
$
(29,344
)
Adjustment to opening balance, net of taxes (1)

(15
)



(15
)
Adjusted balance, beginning of period
$
(907
)
$
(15
)
$
(617
)
$
(5,116
)
$
(22,704
)
$
(29,359
)
Other comprehensive income before reclassifications
2,026

192

291

(500
)
654

2,663

Increase (decrease) due to amounts reclassified from AOCI
8

1

26

35


70

Change, net of taxes  
$
2,034

$
193

$
317

$
(465
)
$
654

$
2,733

Balance at March 31, 2016
$
1,127

$
178

$
(300
)
$
(5,581
)
$
(22,050
)
$
(26,626
)

In millions of dollars
Net
unrealized
gains (losses)
on investment securities
Cash flow hedges (2)
Benefit plans (3)
Foreign
currency
translation
adjustment (CTA), net of hedges
(4)
Accumulated
other
comprehensive income (loss)
Balance, December 31, 2014
$
57

$
(909
)
$
(5,159
)
$
(17,205
)
$
(23,216
)
Other comprehensive income before reclassifications
742

32

(131
)
(2,062
)
(1,419
)
Increase (decrease) due to amounts reclassified from
  AOCI
(151
)
54

41


(56
)
Change, net of taxes
$
591

$
86

$
(90
)
$
(2,062
)
$
(1,475
)
Balance, March 31, 2015
$
648

$
(823
)
$
(5,249
)
$
(19,267
)
$
(24,691
)
(1)
Beginning in the first quarter of 2016, changes in DVA are reflected as a component of AOCI, pursuant to the adoption of only the provisions of ASU 2016-01 relating to the presentation of DVA on fair value option liabilities. See Note 1 in the Consolidated Financial Statements for further information regarding this change.
(2)
Primarily driven by Citigroup’s pay fixed/receive floating interest rate swap programs that hedge the floating rates on liabilities.
(3)
Primarily reflects adjustments based on the quarterly actuarial valuations of the Company’s significant pension and postretirement plans, annual actuarial valuations of all other plans, and amortization of amounts previously recognized in other comprehensive income.
(4)
Primarily reflects the movements in (by order of impact) the Japanese yen, euro, Brazilian real and Chilean peso against the U.S. dollar, and changes in related tax effects and hedges for the three months ended March 31, 2016 . Primarily reflects the movements in (by order of impact) the euro, Mexican peso, British pound, and Brazilian real against the U.S. dollar, and changes in related tax effects and hedges for the three months ended March 31, 2015 .





145



The pretax and after-tax changes in each component of Accumulated other comprehensive income (loss) were as follows:
In millions of dollars
Pretax
Tax effect
After-tax
Balance, December 31, 2015
$
(38,440
)
$
9,096

$
(29,344
)
Adjustment to opening balance (1)
(26
)
11

(15
)
Adjusted balance, beginning of period
$
(38,466
)
$
9,107

$
(29,359
)
Change in net unrealized gains (losses) on investment securities
3,224

(1,190
)
2,034

Debt valuation adjustment (DVA)
307

(114
)
193

Cash flow hedges
481

(164
)
317

Benefit plans
(727
)
262

(465
)
Foreign currency translation adjustment
513

141

654

Change
$
3,798

$
(1,065
)
$
2,733

Balance, March 31, 2016
$
(34,668
)
$
8,042

$
(26,626
)
(1)
Represents the ($15) million adjustment related to the initial adoption of ASU 2016-01. See Note 1 in the Consolidated Financial Statements.

In millions of dollars
Pretax
Tax effect
After-tax
Balance, December 31, 2014
$
(31,060
)
$
7,844

$
(23,216
)
Change in net unrealized gains (losses) on investment securities
1,048

(457
)
591

Cash flow hedges
156

(70
)
86

Benefit plans
(121
)
31

(90
)
Foreign currency translation adjustment
(2,302
)
240

(2,062
)
Change
$
(1,219
)
$
(256
)
$
(1,475
)
Balance, March 31, 2015
$
(32,279
)
$
7,588

$
(24,691
)




146



During the three months ended March 31, 2016 and 2015 , the Company recognized pretax loss of $114 million ( $70 million loss net of tax) and pretax gain of $ 85 million ($ 56 million gain net of tax), respectively, related to amounts reclassified out of AOCI into the Consolidated Statement of Income. See details in the table below:
 
Increase (decrease) in AOCI due to amounts reclassified to Consolidated Statement of Income
 
Three Months Ended March 31,
In millions of dollars
2016
2015
Realized (gains) losses on sales of investments
$
(186
)
$
(307
)
OTTI gross impairment losses
203

72

Subtotal, pretax
$
17

$
(235
)
Tax effect
(9
)
84

Net realized (gains) losses on investment securities, after-tax (1)
$
8

$
(151
)
Realized DVA (gains) losses on fair value option liabilities
$
1

$

Subtotal, pretax
$
1

$

Tax effect


Net realized debt valuation adjustment, after-tax
$
1

$

Interest rate contracts
$
16

$
46

Foreign exchange contracts
26

40

Subtotal, pretax
$
42

$
86

Tax effect
(16
)
(32
)
Amortization of cash flow hedges, after-tax (2)
$
26

$
54

Amortization of unrecognized
 
 
Prior service cost (benefit)
$
(10
)
$
(11
)
Net actuarial loss
66

75

Curtailment/settlement impact (3)
(2
)

Subtotal, pretax
$
54

$
64

Tax effect
(19
)
(23
)
Amortization of benefit plans, after-tax (3)
$
35

$
41

Foreign currency translation adjustment
$

$

Total amounts reclassified out of AOCI, pretax
$
114

$
(85
)
Total tax effect
(44
)
29

Total amounts reclassified out of AOCI, after-tax
$
70

$
(56
)
(1)
The pretax amount is reclassified to Realized gains (losses) on sales of investments, net and Gross impairment losses on the Consolidated Statement of Income. See Note 13 to the Consolidated Financial Statements for additional details.
(2)
See Note 21 to the Consolidated Financial Statements for additional details.
(3)
See Note  8 to the Consolidated Financial Statements for additional details.



147



19.   PREFERRED STOCK

The following table summarizes the Company’s preferred stock outstanding:
 
 
 
 
 Redemption
price per
 depositary
share/preference share
 
Carrying value
  in millions of dollars
 
Issuance date
Redeemable by issuer beginning
Dividend
rate
Number
of depositary
shares
March 31,
2016
December 31,
2015
Series AA (1)
January 25, 2008
February 15, 2018
8.125
%
$
25

3,870,330

$
97

$
97

Series E (2)
April 28, 2008
April 30, 2018
8.400

1,000

121,254

121

121

Series A (3)
October 29, 2012
January 30, 2023
5.950

1,000

1,500,000

1,500

1,500

Series B (4)
December 13, 2012
February 15, 2023
5.900

1,000

750,000

750

750

Series C (5)
March 26, 2013
April 22, 2018
5.800

25

23,000,000

575

575

Series D (6)
April 30, 2013
May 15, 2023
5.350

1,000

1,250,000

1,250

1,250

Series J (7)
September 19, 2013
September 30, 2023
7.125

25

38,000,000

950

950

Series K (8)
October 31, 2013
November 15, 2023
6.875

25

59,800,000

1,495

1,495

Series L (9)
February 12, 2014
February 12, 2019
6.875

25

19,200,000

480

480

Series M (10)
April 30, 2014
May 15, 2024
6.300

1,000

1,750,000

1,750

1,750

Series N (11)
October 29, 2014
November 15, 2019
5.800

1,000

1,500,000

1,500

1,500

Series O (12)
March 20, 2015
March 27, 2020
5.875

1,000

1,500,000

1,500

1,500

Series P (13)
April 24, 2015
May 15, 2025
5.950

1,000

2,000,000

2,000

2,000

Series Q (14)
August 12, 2015
August 15, 2020
5.950

1,000

1,250,000

1,250

1,250

Series R (15)
November 13, 2015
November 15, 2020
6.125

1,000

1,500,000

1,500

1,500

Series S (16)
February 2, 2016
February 12, 2021
6.300

25

41,400,000

1,035

$

 
 
 
 

 

 

$
17,753

$
16,718

(1)
Issued as depositary shares, each representing a 1/1,000 th  interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable quarterly on February 15, May 15, August 15 and November 15, in each case when, as and if declared by the Citi Board of Directors.
(2)
Issued as depositary shares, each representing a 1/25 th  interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semi-annually on April 30 and October 30 at a fixed rate until April 30, 2018, thereafter payable quarterly on January 30, April 30, July 30 and October 30 at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
(3)
Issued as depositary shares, each representing a 1/25 th  interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semi-annually on January 30 and July 30 at a fixed rate until January 30, 2023, thereafter payable quarterly on January 30, April 30, July 30 and October 30 at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
(4)
Issued as depositary shares, each representing a 1/25 th  interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semi-annually on February 15 and August 15 at a fixed rate until February 15, 2023, thereafter payable quarterly on February 15, May 15, August 15 and November 15 at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
(5)
Issued as depositary shares, each representing a 1/1,000 th  interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable quarterly on January 22, April 22, July 22 and October 22 when, as and if declared by the Citi Board of Directors.
(6)
Issued as depositary shares, each representing a 1/25 th  interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semi-annually on May 15 and November 15 at a fixed rate until May 15, 2023, thereafter payable quarterly on February 15, May 15, August 15 and November 15 at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
(7)
Issued as depositary shares, each representing a 1/1,000 th  interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable quarterly on March 30, June 30, September 30 and December 30 at a fixed rate until September 30, 2023, thereafter payable quarterly on the same dates at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
(8)
Issued as depositary shares, each representing a 1/1,000 th  interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable quarterly on February 15, May 15, August 15 and November 15 at a fixed rate until November 15, 2023, thereafter payable quarterly on the same dates at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
(9)
Issued as depositary shares, each representing a 1/1,000 th  interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable quarterly on February 12, May 12, August 12 and November 12 at a fixed rate, in each case when, as and if declared by the Citi Board of Directors.
(10)
Issued as depositary shares, each representing a 1/25 th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semi-annually on May 15 and November 15 at a fixed rate until May 15, 2024, thereafter payable quarterly on February 15, May 15, August 15, and November 15 at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
(11)
Issued as depositary shares, each representing a 1/25 th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semi-annually on May 15 and November 15 at a fixed rate until, but excluding, November 15, 2019, and thereafter payable quarterly on February 15, May 15, August 15 and November 15 at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
(12)
Issued as depositary shares, each representing a 1/25 th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semi-annually on March 27 and September 27 at a fixed rate until, but excluding, March 27, 2020, and thereafter payable quarterly on March 27, June 27, September 27 and December 27 at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
(13)
Issued as depositary shares, each representing a 1/25 th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semi-annually on May 15 and November 15 at a fixed rate until, but excluding, May 15, 2025, and thereafter payable quarterly on February 15, May 15, August 15, and November 15 at a floating rate, in each case when, as and if declared by the Citi Board of Directors.

148



(14)
Issued as depository shares, each representing 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semi-annually on February 15 and August 15 at a fixed rated until, but excluding, August 15, 2020, and thereafter payable quarterly on February 15, May 15, August 15, and November 15 at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
(15)
Issued as depository shares, each representing 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semi-annually on May 15 and November 15 at a fixed rated until, but excluding, November 15, 2020, and thereafter payable quarterly on February 15, May 15, August 15 and November 15 at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
(16)
Issued as depository shares, each representing 1/1,000th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable quarterly on February 12, May 12, August 12, and November 12 at a fixed rate, in each case when, as and if declared by the Citi Board of Directors.


On April 18, 2016, Citi issued $1.5 billion of Series T Preferred Stock as depositary shares, each representing 1/25th interest in a share of corresponding series of non-cumulative perpetual preferred stock. The dividend rate is 6.25% payable semi-annually on February 15 and August 15, beginning February 15, 2017, from and including August 15, 2026, and thereafter an annual floating rate equal to three-month LIBOR plus 4.517% , payable quarterly in arrears on each February 15, May 15, August 15 and November 15, in each case when, as and if declared by the Citi Board of Directors.
During the first quarter of 2016 , Citi distributed $210 million in dividends on its outstanding preferred stock. Based on its preferred stock outstanding as of April 18, 2016 (which includes the issuance of Series T Preferred Stock), Citi estimates it will distribute preferred dividends of approximately $ 868 million during the remainder of 2016, in each case assuming such dividends are declared by the Citi Board of Directors.




149



20. SECURITIZATIONS AND VARIABLE INTEREST ENTITIES
 
Uses of Special Purpose Entities
A special purpose entity (SPE) is an entity designed to fulfill a specific limited need of the company that organized it. The principal uses of SPEs by Citi are to obtain liquidity and favorable capital treatment by securitizing certain financial assets, to assist clients in securitizing their financial assets and to create investment products for clients. SPEs may be organized in various legal forms, including trusts, partnerships or corporations. In a securitization, the company transferring assets to an SPE converts all (or a portion) of those assets into cash before they would have been realized in the normal course of business through the SPE’s issuance of debt and equity instruments, certificates, commercial paper or other notes of indebtedness. These issuances are recorded on the balance sheet of the SPE, which may or may not be consolidated onto the balance sheet of the company that organized the SPE.
Investors usually have recourse only to the assets in the SPE, but may also benefit from other credit enhancements, such as a collateral account, a line of credit or a liquidity facility, such as a liquidity put option or asset purchase agreement. Because of these enhancements, the SPE issuances typically obtain a more favorable credit rating than the transferor could obtain for its own debt issuances. This results in less expensive financing costs than unsecured debt. The SPE may also enter into derivative contracts in order to convert the yield or currency of the underlying assets to match the needs of the SPE investors or to limit or change the credit risk of the SPE. Citigroup may be the provider of certain credit enhancements as well as the counterparty to any related derivative contracts.
Most of Citigroup’s SPEs are variable interest entities (VIEs), as described below.
 
Variable Interest Entities
VIEs are entities that have either a total equity investment that is insufficient to permit the entity to finance its activities without additional subordinated financial support, or whose equity investors lack the characteristics of a controlling financial interest (i.e., ability to make significant decisions through voting rights or similar rights, and a right to receive the expected residual returns of the entity or an obligation to absorb the expected losses of the entity). Investors that finance the VIE through debt or equity interests or other counterparties providing other forms of support, such as guarantees, certain fee arrangements or certain types of derivative contracts are variable interest holders in the entity.
 
The variable interest holder, if any, that has a controlling financial interest in a VIE is deemed to be the primary beneficiary and must consolidate the VIE. Citigroup would be deemed to have a controlling financial interest and be the primary beneficiary if it has both of the following characteristics:

power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and
an obligation to absorb losses of the entity that could potentially be significant to the VIE, or a right to receive benefits from the entity that could potentially be significant to the VIE.

The Company must evaluate each VIE to understand the purpose and design of the entity, the role the Company had in the entity’s design and its involvement in the VIE’s ongoing activities. The Company then must evaluate which activities most significantly impact the economic performance of the VIE and who has the power to direct such activities.
For those VIEs where the Company determines that it has the power to direct the activities that most significantly impact the VIE’s economic performance, the Company must then evaluate its economic interests, if any, and determine whether it could absorb losses or receive benefits that could potentially be significant to the VIE. When evaluating whether the Company has an obligation to absorb losses that could potentially be significant, it considers the maximum exposure to such loss without consideration of probability. Such obligations could be in various forms, including, but not limited to, debt and equity investments, guarantees, liquidity agreements and certain derivative contracts.
In various other transactions, the Company may: (i) act as a derivative counterparty (for example, interest rate swap, cross-currency swap, or purchaser of credit protection under a credit default swap or total return swap where the Company pays the total return on certain assets to the SPE); (ii) act as underwriter or placement agent; (iii) provide administrative, trustee or other services; or (iv) make a market in debt securities or other instruments issued by VIEs. The Company generally considers such involvement, by itself, not to be variable interests and thus not an indicator of power or potentially significant benefits or losses.



150



Citigroup’s involvement with consolidated and unconsolidated VIEs with which the Company holds significant variable interests or has continuing involvement through servicing a majority of the assets in a VIE is presented below:
 
As of March 31, 2016
 
 
 
 
 
Maximum exposure to loss in significant unconsolidated VIEs (1)
 
 
 
 
Funded exposures (2)
Unfunded exposures
 
In millions of dollars
Total
involvement
with SPE
assets
Consolidated
VIE / SPE assets
Significant
unconsolidated
VIE assets (3)
Debt
investments
Equity
investments
Funding
commitments
Guarantees
and
derivatives
Total
Credit card securitizations
$
51,365

$
51,365

$

$

$

$

$

$

Mortgage securitizations (4)
 
 
 
 
 
 
 
 
U.S. agency-sponsored
232,273


232,273

4,541



91

4,632

Non-agency-sponsored
20,368

1,540

18,828

425

35


1

461

Citi-administered asset-backed commercial paper conduits (ABCP)
21,437

21,437







Collateralized loan obligations (CLOs)
15,071


15,071

3,502



84

3,586

Asset-based financing
56,719

1,263

55,456

19,211

406

3,998

451

24,066

Municipal securities tender option bond trusts (TOBs)
8,167

3,574

4,593

50


2,962


3,012

Municipal investments
19,274

42

19,232

2,339

2,757

2,399


7,495

Client intermediation
502

352

150

50




50

Investment funds
2,533

828

1,705

25

157

78


260

Other
4,865

636

4,229

301

550

71

50

972

Total (5)
$
432,574

$
81,037

$
351,537

$
30,444

$
3,905

$
9,508

$
677

$
44,534

 
As of December 31, 2015
 
 
 
 
 
Maximum exposure to loss in significant unconsolidated VIEs (1)
 
 
 
 
Funded exposures (2)
Unfunded exposures
 
In millions of dollars
Total
involvement
with SPE
assets
Consolidated
VIE / SPE assets
Significant
unconsolidated
VIE assets (3)
Debt
investments
Equity
investments
Funding
commitments
Guarantees
and
derivatives
Total
Credit card securitizations
$
54,916

$
54,916

$

$

$

$

$

$

Mortgage securitizations (4)
 
 
 
 
 
 
 
 
U.S. agency-sponsored
217,291


217,291

3,571



95

3,666

Non-agency-sponsored
13,036

1,586

11,450

527



1

528

Citi-administered asset-backed commercial paper conduits (ABCP)
21,280

21,280







Collateralized loan obligations (CLOs)
16,719


16,719

3,150



86

3,236

Asset-based financing
58,862

1,364

57,498

21,270

269

3,616

436

25,591

Municipal securities tender option bond trusts (TOBs)
8,572

3,830

4,742

2


3,100


3,102

Municipal investments
20,290

44

20,246

2,196

2,487

2,335


7,018

Client intermediation
434

335

99

49




49

Investment funds
1,730

842

888

13

138

102


253

Other
4,915

597

4,318

292

554


52

898

Total (5)
$
418,045

$
84,794

$
333,251

$
31,070

$
3,448

$
9,153

$
670

$
44,341


Note: Certain adjustments have been made to the December 31, 2015 information to conform to the current period’s presentation.
(1)    The definition of maximum exposure to loss is included in the text that follows this table.
(2)
Included on Citigroup’s March 31, 2016 and December 31, 2015 Consolidated Balance Sheet.
(3)
A significant unconsolidated VIE is an entity where the Company has any variable interest or continuing involvement considered to be significant, regardless of the likelihood of loss.
(4)
Citigroup mortgage securitizations also include agency and non-agency (private-label) re-securitization activities. These SPEs are not consolidated. See “Re-securitizations” below for further discussion.
(5) Citi’s total involvement with Citicorp SPE assets was $402.2 billion and $383.2 billion as of March 31, 2016 and December 31, 2015 , respectively, with the remainder related to Citi Holdings.



151



The previous tables do not include:

certain venture capital investments made by some of the Company’s private equity subsidiaries, as the Company accounts for these investments in accordance with the Investment Company Audit Guide (codified in ASC 946);
certain investment funds for which the Company provides investment management services and personal estate trusts for which the Company provides administrative, trustee and/or investment management services;
certain VIEs structured by third parties where the Company holds securities in inventory, as these investments are made on arm’s-length terms;
certain positions in mortgage-backed and asset-backed securities held by the Company, which are classified as Trading account assets or Investments , where the Company has no other involvement with the related securitization entity deemed to be significant (for more information on these positions, see Notes 12 and 13 to the Consolidated Financial Statements);
certain representations and warranties exposures in legacy ICG -sponsored mortgage-backed and asset-backed securitizations, where the Company has no variable interest or continuing involvement as servicer. The outstanding balance of mortgage loans securitized during 2005 to 2008 where the Company has no variable interest or continuing involvement as servicer was approximately $11 billion and $12 billion at March 31, 2016 and December 31, 2015 , respectively;
certain representations and warranties exposures in Citigroup residential mortgage securitizations, where the original mortgage loan balances are no longer outstanding; and
VIEs such as trust preferred securities trusts used in connection with the Company’s funding activities. The Company does not have a variable interest in these trusts.

 

The asset balances for consolidated VIEs represent the carrying amounts of the assets consolidated by the Company. The carrying amount may represent the amortized cost or the current fair value of the assets depending on the legal form of the asset (e.g., loan or security) and the Company’s standard accounting policies for the asset type and line of business.
The asset balances for unconsolidated VIEs where the Company has significant involvement represent the most current information available to the Company. In most cases, the asset balances represent an amortized cost basis without regard to impairments, unless fair value information is readily available to the Company. For VIEs that obtain asset exposures synthetically through derivative instruments, the tables generally include the full original notional amount of the derivative as an asset balance.
The maximum funded exposure represents the balance sheet carrying amount of the Company’s investment in the VIE. It reflects the initial amount of cash invested in the VIE adjusted for any accrued interest and cash principal payments received. The carrying amount may also be adjusted for increases or declines in fair value or any impairment in value recognized in earnings. The maximum exposure of unfunded positions represents the remaining undrawn committed amount, including liquidity and credit facilities provided by the Company, or the notional amount of a derivative instrument considered to be a variable interest. In certain transactions, the Company has entered into derivative instruments or other arrangements that are not considered variable interests in the VIE (e.g., interest rate swaps, cross-currency swaps, or where the Company is the purchaser of credit protection under a credit default swap or total return swap where the Company pays the total return on certain assets to the SPE). Receivables under such arrangements are not included in the maximum exposure amounts.


152



Funding Commitments for Significant Unconsolidated VIEs—Liquidity Facilities and Loan Commitments
The following table presents the notional amount of liquidity facilities and loan commitments that are classified as funding commitments in the VIE tables above:
 
March 31, 2016
December 31, 2015
In millions of dollars
Liquidity
facilities
Loan / equity
commitments
Liquidity
facilities
Loan / equity
commitments
Asset-based financing
$
5

$
3,993

$
5

$
3,611

Municipal securities tender option bond trusts (TOBs)
2,962


3,100


Municipal investments

2,399


2,335

Investment funds

78


102

Other

71



Total funding commitments
$
2,967

$
6,541

$
3,105

$
6,048

Consolidated VIEs
The Company engages in on-balance sheet securitizations, which are securitizations that do not qualify for sales treatment; thus, the assets remain on the Company’s Consolidated Balance Sheet, and any proceeds received are recognized as secured liabilities. The consolidated VIEs included in the tables below represent hundreds of separate entities with which the Company is involved. In general, the third-party investors in the obligations of consolidated VIEs have legal recourse only to the assets of the respective VIEs and do not have such recourse to the Company, except where the Company has provided a guarantee to the investors or is the counterparty to certain derivative transactions involving
 
the VIE. Thus, the Company’s maximum legal exposure to loss related to consolidated VIEs is significantly less than the carrying value of the consolidated VIE assets due to outstanding third-party financing. Intercompany assets and liabilities are excluded from the table. All VIE assets are restricted from being sold or pledged as collateral. The cash flows from these assets are the only source used to pay down the associated liabilities, which are non-recourse to the Company’s general assets.
The following table presents the carrying amounts and classifications of consolidated assets that are collateral for consolidated VIE obligations:

In billions of dollars
March 31, 2016
December 31, 2015
Cash
$
0.2

$
0.2

Trading account assets
0.6

0.6

Investments
5.2

5.3

Total loans, net of allowance
74.9

78.6

Other
0.1

0.1

Total assets
$
81.0

$
84.8

Short-term borrowings
$
13.6

$
14.0

Long-term debt
29.1

31.3

Other liabilities
2.0

2.1

Total liabilities (1)
$
44.7

$
47.4



(1)
The total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citi were $42.7 billion and $45.3 billion as of March 31, 2016 and December 31, 2015 , respectively. Liabilities of consolidated VIEs for which creditors or beneficial interest holders have recourse to the general credit of Citi comprise two items included in the above table: (i) credit enhancements provided to consolidated Citi-administered commercial paper conduits in the form of letters of credit of $1.9 billion at March 31, 2016 and December 31, 2015 ; and (ii) credit guarantees provided by Citi to certain consolidated municipal tender option bond trusts of $82 million at March 31, 2016 and December 31, 2015 .

Significant Interests in Unconsolidated VIEs—Balance Sheet Classification
The following table presents the carrying amounts and classification of significant variable interests in unconsolidated VIEs:
In billions of dollars
March 31, 2016
December 31, 2015
Cash
$
0.1

$
0.1

Trading account assets
7.7

6.2

Investments
3.5

3.0

Total loans, net of allowance
21.7

23.6

Other
1.4

1.7

Total assets
$
34.4

$
34.6


153



Credit Card Securitizations
The Company securitizes credit card receivables through trusts established to purchase the receivables. Citigroup transfers receivables into the trusts on a non-recourse basis. Credit card securitizations are revolving securitizations; as customers pay their credit card balances, the cash proceeds are used to purchase new receivables and replenish the receivables in the trust.
Substantially all of the Company’s credit card securitization activity is through two trusts—Citibank Credit Card Master Trust (Master Trust) and the Citibank Omni Master Trust (Omni Trust), with the substantial majority through the Master Trust. These trusts are consolidated entities because, as servicer, Citigroup has the power to direct
 
the activities that most significantly impact the economic performance of the trusts, Citigroup holds a seller’s interest and certain securities issued by the trusts, and also provides liquidity facilities to the trusts, which could result in exposure to potentially significant losses or benefits from the trusts. Accordingly, the transferred credit card receivables remain on Citi’s Consolidated Balance Sheet with no gain or loss recognized. The debt issued by the trusts to third parties is included on Citi’s Consolidated Balance Sheet.
The Company utilizes securitizations as one of the sources of funding for its business in North America . The following table reflects amounts related to the Company’s securitized credit card receivables:

In billions of dollars
March 31, 2016
December 31, 2015
Ownership interests in principal amount of trust credit card receivables
   Sold to investors via trust-issued securities
$
27.5

$
29.7

   Retained by Citigroup as trust-issued securities
8.1

9.4

   Retained by Citigroup via non-certificated interests
16.1

16.5

Total
$
51.7

$
55.6


The following table summarizes selected cash flow information related to Citigroup’s credit card securitizations:
 
Three months ended March 31,
In billions of dollars
2016
2015
Proceeds from new securitizations
$

$

Pay down of maturing notes
(2.2
)
(2.7
)

Managed Loans
After securitization of credit card receivables, the Company continues to maintain credit card customer account relationships and provides servicing for receivables transferred to the trusts. As a result, the Company considers the securitized credit card receivables to be part of the business it manages. As Citigroup consolidates the credit card trusts, all managed securitized card receivables are on-balance sheet.

Funding, Liquidity Facilities and Subordinated Interests
As noted above, Citigroup securitizes credit card receivables through two securitization trusts—Master Trust, which is part of Citicorp, and Omni Trust, substantially all of which is also part of Citicorp. The liabilities of the trusts are included in the Consolidated Balance Sheet, excluding those retained by Citigroup.
    

 

The Master Trust issues fixed- and floating-rate term notes. Some of the term notes are issued to multi-seller commercial paper conduits. The weighted average maturity of
the term notes issued by the Master Trust was 2.3 years as of March 31, 2016 and 2.4 years as of December 31, 2015 .

Master Trust Liabilities (at Par Value)
In billions of dollars
March 31, 2016
Dec. 31, 2015
Term notes issued to third parties
$
26.2

$
28.4

Term notes retained by Citigroup affiliates
6.3

7.5

Total Master Trust liabilities
$
32.5

$
35.9


The Omni Trust issues fixed- and floating-rate term notes, some of which are purchased by multi-seller commercial paper conduits. The weighted average maturity of the third-party term notes issued by the Omni Trust was 0.6 years as of March 31, 2016 and 0.9 years as of December 31, 2015 .

Omni Trust Liabilities (at Par Value)
In billions of dollars
March 31, 2016
Dec. 31, 2015
Term notes issued to third parties
$
1.3

$
1.3

Term notes retained by Citigroup affiliates
1.9

1.9

Total Omni Trust liabilities
$
3.2

$
3.2




154



Mortgage Securitizations
The Company provides a wide range of mortgage loan products to a diverse customer base. Once originated, the Company often securitizes these loans through the use of VIEs. These VIEs are funded through the issuance of trust certificates backed solely by the transferred assets. These certificates have the same life as the transferred assets. In addition to providing a source of liquidity and less expensive funding, securitizing these assets also reduces the Company’s credit exposure to the borrowers. These mortgage loan securitizations are primarily non-recourse, thereby effectively transferring the risk of future credit losses to the purchasers of the securities issued by the trust. However, the Company’s U.S. consumer mortgage business generally retains the servicing rights and in certain instances retains investment securities, interest-only strips and residual interests in future cash flows from the trusts and also provides servicing for a limited number of ICG securitizations.
The Company securitizes mortgage loans generally through either a government-sponsored agency, such as Ginnie Mae, Fannie Mae or Freddie Mac (U.S. agency-sponsored
 
mortgages), or private-label (non-agency-sponsored mortgages) securitization. The Company is not the primary beneficiary of its U.S. agency-sponsored mortgage securitizations because Citigroup does not have the power to direct the activities of the VIE that most significantly impact the entity’s economic performance. Therefore, Citi does not consolidate these U.S. agency-sponsored mortgage securitizations.
The Company does not consolidate certain non-agency-sponsored mortgage securitizations because Citi is either not the servicer with the power to direct the significant activities of the entity or Citi is the servicer but the servicing relationship is deemed to be a fiduciary relationship; therefore, Citi is not deemed to be the primary beneficiary of the entity.
In certain instances, the Company has (i) the power to direct the activities and (ii) the obligation to either absorb losses or the right to receive benefits that could be potentially significant to its non-agency-sponsored mortgage securitizations and, therefore, is the primary beneficiary and thus consolidates the VIE.


The following table summarizes selected cash flow information related to Citigroup mortgage securitizations:
 
2016
2015
In billions of dollars
U.S. agency-
sponsored
mortgages
Non-agency-
sponsored
mortgages
U.S. agency-
sponsored
mortgages
Non-agency-
sponsored
mortgages
Proceeds from new securitizations (1)
$
10.6

$
4.2

$
8.3

$
3.6

Contractual servicing fees received
0.1


0.1


Cash flows received on retained interests and other net cash flows






(1) The proceeds from new securitizations in 2016 include $0.5 billion related to personal loan securitizations.

During the first quarter of 2016 , gains recognized on the securitization of U.S. agency-sponsored mortgages and non-agency sponsored mortgages were $25 million and $9 million , respectively.

 

Agency and non-agency securitization gains for the quarter ended March 31, 2015 were $43 million and $16 million , respectively.


Key assumptions used in measuring the fair value of retained interests at the date of sale or securitization of mortgage receivables were as follows:
 
March 31, 2016
 
 
Non-agency-sponsored mortgages (1)
 
U.S. agency-  
sponsored mortgages
Senior  
interests
Subordinated  
interests
Discount rate
2.1% to 11.5%



   Weighted average discount rate
8.4
%


Constant prepayment rate
9.1% to 23.3%



   Weighted average constant prepayment rate
11.8
%


Anticipated net credit losses (2)
   NM



   Weighted average anticipated net credit losses
   NM



Weighted average life
3.5 to 17.5 years




Note: Citi held no retained interests in non-agency-sponsored mortgages securitized during the first quarter of 2016 .



155



 
March 31, 2015
 
 
Non-agency-sponsored mortgages (1)
 
U.S. agency-
sponsored mortgages
Senior
interests
Subordinated
interests
Discount rate
0.0% to 8.0%

2.8
%
4.4
%
   Weighted average discount rate
6.0
%
2.8
%
4.4
%
Constant prepayment rate
11.7% to 34.9%

0.0
%
3.3
%
   Weighted average constant prepayment rate
17.6
%
0.0
%
3.3
%
Anticipated net credit losses (2)
   NM

40.0
%
55.9
%
   Weighted average anticipated net credit losses
   NM

40.0
%
55.9
%
Weighted average life
3.5 to 11.4 years

9.7 years

0.0 to 12.2 years


(1)
Disclosure of non-agency-sponsored mortgages as senior and subordinated interests is indicative of the interests’ position in the capital structure of the securitization.
(2)
Anticipated net credit losses represent estimated loss severity associated with defaulted mortgage loans underlying the mortgage securitizations disclosed above. Anticipated net credit losses, in this instance, do not represent total credit losses incurred to date, nor do they represent credit losses expected on retained interests in mortgage securitizations.
NM
Anticipated net credit losses are not meaningful due to U.S. agency guarantees.

The interests retained by the Company range from highly rated and/or senior in the capital structure to unrated and/or residual interests.
The key assumptions used to value retained interests, and the sensitivity of the fair value to adverse changes of 10% and 20% in each of the key assumptions, are set forth in the tables
 
below. The negative effect of each change is calculated independently, holding all other assumptions constant. Because the key assumptions may not be independent, the net effect of simultaneous adverse changes in the key assumptions may be less than the sum of the individual effects shown below.

 
March 31, 2016
 
 
Non-agency-sponsored mortgages (1)
 
U.S. agency-  
sponsored mortgages
Senior  
interests
Subordinated  
interests
Discount rate
   0.3% to 25.4%

   1.5% to 20.3%

   2.5% to 27.1%

   Weighted average discount rate
5.3
%
5.8
%
9.2
%
Constant prepayment rate
7.0% to 44.6%

   4.6% to 100.0%

   0.5% to 40.2%

   Weighted average constant prepayment rate
16.3
%
15.7
%
7.5
%
Anticipated net credit losses (2)
   NM

   0.4% to 87.4%

   3.2% to 94.6%

   Weighted average anticipated net credit losses
   NM

50.7
%
55.5
%
Weighted average life
0.7 to 19.5 years

   0.3 to 18.5 years

   1.2 to 18.8 years

 
December 31, 2015
 
 
Non-agency-sponsored mortgages (1)
 
U.S. agency-  
sponsored mortgages
Senior  
interests
Subordinated  
interests
Discount rate
   0.0% to 27.0%

   1.6% to 67.6%

   2.0% to 24.9%

   Weighted average discount rate
4.9
%
7.6
%
8.4
%
Constant prepayment rate
5.7% to 27.8%

   4.2% to 100.0%

   0.5% to 20.8%

   Weighted average constant prepayment rate
12.3
%
14.0
%
7.5
%
Anticipated net credit losses (2)
   NM

   0.2% to 89.1%

   3.8% to 92.0%

   Weighted average anticipated net credit losses
   NM

48.9
%
54.4
%
Weighted average life
1.3 to 21.0 years

   0.3 to 18.1 years

   0.9 to 19.0 years


(1)
Disclosure of non-agency-sponsored mortgages as senior and subordinated interests is indicative of the interests’ position in the capital structure of the securitization.
(2)
Anticipated net credit losses represent estimated loss severity associated with defaulted mortgage loans underlying the mortgage securitizations disclosed above. Anticipated net credit losses, in this instance, do not represent total credit losses incurred to date, nor do they represent credit losses expected on retained interests in mortgage securitizations.
NM
Anticipated net credit losses are not meaningful due to U.S. agency guarantees.

156



 
March 31, 2016
 
 
Non-agency-sponsored mortgages (1)
In millions of dollars
U.S. agency-  
sponsored mortgages
Senior  
interests
Subordinated  
interests
Carrying value of retained interests
$
3,186

$
100

$
297

Discount rates
 
 
 
   Adverse change of 10%
$
(62
)
$
(9
)
$
(15
)
   Adverse change of 20%
(121
)
(19
)
(28
)
Constant prepayment rate
 
 
 
   Adverse change of 10%
(113
)
(1
)
(6
)
   Adverse change of 20%
(217
)
(2
)
(12
)
Anticipated net credit losses
 
 
 
   Adverse change of 10%
NM

(8
)
(6
)
   Adverse change of 20%
NM

(16
)
(11
)


 
December 31, 2015
 
 
Non-agency-sponsored mortgages (1)
In millions of dollars
U.S. agency-  
sponsored mortgages
Senior  
interests
Subordinated  
interests
Carrying value of retained interests
$
3,546

$
179

$
533

Discount rates
 
 
 
   Adverse change of 10%
$
(79
)
$
(8
)
$
(25
)
   Adverse change of 20%
(155
)
(15
)
(49
)
Constant prepayment rate
 
 
 
   Adverse change of 10%
(111
)
(3
)
(9
)
   Adverse change of 20%
(213
)
(6
)
(18
)
Anticipated net credit losses
 
 
 
   Adverse change of 10%
NM

(6
)
(7
)
   Adverse change of 20%
NM

(11
)
(14
)

Note: There were no subordinated interests in mortgage securitizations in Citi Holdings as of March 31, 2016 and December 31, 2015 .
(1)
Disclosure of non-agency-sponsored mortgages as senior and subordinated interests is indicative of the interests’ position in the capital structure of the securitization.
NM
Anticipated net credit losses are not meaningful due to U.S. agency guarantees.

Mortgage Servicing Rights
In connection with the securitization of mortgage loans, the Company’s U.S. consumer mortgage business generally retains the servicing rights, which entitle the Company to a future stream of cash flows based on the outstanding principal balances of the loans and the contractual servicing fee. Failure to service the loans in accordance with contractual requirements may lead to a termination of the servicing rights and the loss of future servicing fees.
These transactions create an intangible asset referred to as mortgage servicing rights (MSRs), which are recorded at fair value on Citi’s Consolidated Balance Sheet. The fair value of Citi’s capitalized MSRs was $1.5 billion and $1.7 billion at March 31, 2016 and 2015 , respectively. Of these amounts, approximately $1.5 billion and $1.6 billion , respectively, were specific to Citicorp, with the remainder to Citi Holdings as of March 31, 2016 and 2015 . The MSRs correspond to principal loan balances of $192 billion and $216 billion as of March 31, 2016 and 2015 , respectively. The following table summarizes the changes in capitalized MSRs:
 
In millions of dollars
2016
2015
Balance, beginning of year
$
1,781

$
1,845

Originations
33

43

Changes in fair value of MSRs due to changes in inputs and assumptions
(225
)
(71
)
Other changes (1)
(79
)
(100
)
Sale of MSRs (2)
14

(32
)
Balance, as of March 31
$
1,524

$
1,685


(1)
Represents changes due to customer payments and passage of time.
(2)
Current period’s amount is related to a sale of credit challenged MSRs for which Citi paid the new servicer.



157



The fair value of the MSRs is primarily affected by changes in prepayments of mortgages that result from shifts in mortgage interest rates. Specifically, higher interest rates tend to lead to declining prepayments, which causes the fair value of the MSRs to increase. In managing this risk, the Company economically hedges a significant portion of the value of its MSRs through the use of interest rate derivative contracts, forward purchase and sale commitments of mortgage-backed securities and purchased securities all classified as Trading account assets . The Company receives fees during the course of servicing previously securitized mortgages. The amounts of these fees were as follows:
In millions of dollars
2016
2015
Servicing fees
$
128

$
140

Late fees
4

4

Ancillary fees
5

7

Total MSR fees
$
137

$
151


In the Consolidated Statement of Income these fees are primarily classified as Commissions and fees, and changes in MSR fair values are classified as Other revenue .

Re-securitizations
The Company engages in re-securitization transactions in which debt securities are transferred to a VIE in exchange for new beneficial interests. Citi did not transfer any non-agency (private-label) securities to re-securitization entities during the quarter ended March 31, 2016 . During the quarter ended March 31, 2015 , Citi transferred non-agency (private-label) securities with an original par value of $454 million to re-securitization entities. These securities are backed by either residential or commercial mortgages and are often structured on behalf of clients.
As of March 31, 2016 , the fair value of Citi-retained interests in private-label re-securitization transactions structured by Citi totaled approximately $243 million (all related to re-securitization transactions executed prior to 2016 ), which has been recorded in Trading account assets . Of this amount, substantially all was related to subordinated beneficial interests. As of December 31, 2015 , the fair value of Citi-retained interests in private-label re-securitization transactions structured by Citi totaled approximately $428 million (including $132 million related to re-securitization transactions executed in 2015 ). Of this amount, approximately $18 million was related to senior beneficial interests, and approximately $410 million was related to subordinated beneficial interests. The original par value of private-label re-securitization transactions in which Citi holds a retained interest as of March 31, 2016 and December 31, 2015 was approximately $2.6 billion and $3.7 billion , respectively.
The Company also re-securitizes U.S. government-agency guaranteed mortgage-backed (agency) securities. During the quarters ended March 31, 2016 and 2015 , Citi transferred agency securities with a fair value of approximately $7.3 billion and $4.3 billion , respectively, to re-securitization entities.
 
As of March 31, 2016 , the fair value of Citi-retained interests in agency re-securitization transactions structured by Citi totaled approximately $3.0 billion (including $651 million related to re-securitization transactions executed in 2016 ) compared to $1.8 billion as of December 31, 2015 (including $1.5 billion related to re-securitization transactions executed in 2015 ), which is recorded in Trading account assets . The original fair value of agency re-securitization transactions in which Citi holds a retained interest as of March 31, 2016 and December 31, 2015 was approximately $68.2 billion and $65.0 billion , respectively.
As of March 31, 2016 and December 31, 2015 , the Company did not consolidate any private-label or agency re-securitization entities.

Citi-Administered Asset-Backed Commercial Paper Conduits
The Company is active in the asset-backed commercial paper conduit business as administrator of several multi-seller commercial paper conduits and also as a service provider to single-seller and other commercial paper conduits sponsored by third parties.
Citi’s multi-seller commercial paper conduits are designed to provide the Company’s clients access to low-cost funding in the commercial paper markets. The conduits purchase assets from or provide financing facilities to clients and are funded by issuing commercial paper to third-party investors. The conduits generally do not purchase assets originated by the Company. The funding of the conduits is facilitated by the liquidity support and credit enhancements provided by the Company.
As administrator to Citi’s conduits, the Company is generally responsible for selecting and structuring assets purchased or financed by the conduits, making decisions regarding the funding of the conduits, including determining the tenor and other features of the commercial paper issued, monitoring the quality and performance of the conduits’ assets, and facilitating the operations and cash flows of the conduits. In return, the Company earns structuring fees from customers for individual transactions and earns an administration fee from the conduit, which is equal to the income from the client program and liquidity fees of the conduit after payment of conduit expenses. This administration fee is fairly stable, since most risks and rewards of the underlying assets are passed back to the clients. Once the asset pricing is negotiated, most ongoing income, costs and fees are relatively stable as a percentage of the conduit’s size.
The conduits administered by the Company do not generally invest in liquid securities that are formally rated by third parties. The assets are privately negotiated and structured transactions that are generally designed to be held by the conduit, rather than actively traded and sold. The yield earned by the conduit on each asset is generally tied to the rate on the commercial paper issued by the conduit, thus passing interest rate risk to the client. Each asset purchased by the conduit is structured with transaction-specific credit enhancement features provided by the third-party client seller, including over collateralization, cash and excess spread collateral accounts, direct recourse or third-party guarantees. These credit enhancements are sized with the objective of approximating a credit rating of A or above, based on the


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Company’s internal risk ratings. At March 31, 2016 and December 31, 2015 , the conduits had approximately $21.4 billion and $21.3 billion of purchased assets outstanding, respectively, and had incremental funding commitments with clients of approximately $13.1 billion and $11.6 billion , respectively.
Substantially all of the funding of the conduits is in the form of short-term commercial paper. At March 31, 2016 and December 31, 2015 , the weighted average remaining lives of the commercial paper issued by the conduits were approximately 65 and 56 days , respectively.
The primary credit enhancement provided to the conduit investors is in the form of transaction-specific credit enhancements described above. In addition to the transaction-specific credit enhancements, the conduits, other than the government guaranteed loan conduit, have obtained a letter of credit from the Company, which is equal to at least 8% to 10% of the conduit’s assets with a minimum of $200 million . The letters of credit provided by the Company to the conduits total approximately $1.9 billion as of March 31, 2016 and December 31, 2015 . The net result across multi-seller conduits administered by the Company, other than the government guaranteed loan conduit, is that, in the event defaulted assets exceed the transaction-specific credit enhancements described above, any losses in each conduit are allocated first to the Company and then the commercial paper investors.
The Company also provides the conduits with two forms of liquidity agreements that are used to provide funding to the conduits in the event of a market disruption, among other events. Each asset of the conduits is supported by a transaction-specific liquidity facility in the form of an asset purchase agreement (APA). Under the APA, the Company has generally agreed to purchase non-defaulted eligible receivables from the conduit at par. The APA is not designed to provide credit support to the conduit, as it generally does not permit the purchase of defaulted or impaired assets. Any funding under the APA will likely subject the underlying conduit clients to increased interest costs. In addition, the Company provides the conduits with program-wide liquidity in the form of short-term lending commitments. Under these commitments, the Company has agreed to lend to the conduits in the event of a short-term disruption in the commercial paper market, subject to specified conditions. The Company receives fees for providing both types of liquidity agreements and considers these fees to be on fair market terms.
Finally, the Company is one of several named dealers in the commercial paper issued by the conduits and earns a market-based fee for providing such services. Along with third-party dealers, the Company makes a market in the commercial paper and may from time to time fund commercial paper pending sale to a third party. On specific dates with less liquidity in the market, the Company may hold in inventory commercial paper issued by conduits administered by the Company, as well as conduits administered by third parties. Separately, in the normal course of business, the Company invests in commercial paper, including commercial paper issued by the Company's conduits. At March 31, 2016 and December 31, 2015 , the Company owned $11.6 billion and $11.4 billion , respectively, of the commercial paper issued by its administered conduits. The Company's investments were
 
not driven by market illiquidity and the Company is not obligated under any agreement to purchase the commercial paper issued by the conduits.
The asset-backed commercial paper conduits are consolidated by the Company. The Company has determined that, through its roles as administrator and liquidity provider, it has the power to direct the activities that most significantly impact the entities’ economic performance. These powers include its ability to structure and approve the assets purchased by the conduits, its ongoing surveillance and credit mitigation activities, its ability to sell or repurchase assets out of the conduits, and its liability management. In addition, as a result of all the Company’s involvement described above, it was concluded that the Company has an economic interest that could potentially be significant. However, the assets and liabilities of the conduits are separate and apart from those of Citigroup. No assets of any conduit are available to satisfy the creditors of Citigroup or any of its other subsidiaries.

Collateralized Loan Obligations
A collateralized loan obligation (CLO) is a VIE that purchases a portfolio of assets consisting primarily of non-investment grade corporate loans. The CLO issues multiple tranches of debt and equity to investors to fund the asset purchases and pay upfront expenses associated with forming the CLO. A third-party asset manager is contracted by the CLO to purchase the underlying assets from the open market and monitor the credit risk associated with those assets. Over the term of the CLO, the asset manager directs purchases and sales of assets in a manner consistent with the CLO’s asset management agreement and indenture. In general, the CLO asset manager will have the power to direct the activities of the entity that most significantly impact the economic performance of the CLO. Investors in the CLO, through their ownership of debt and/or equity in the CLO, can also direct certain activities of the CLO, including removing the CLO asset manager under limited circumstances, optionally redeeming the notes, voting on amendments to the CLO’s operating documents and other activities. The CLO has a finite life, typically 12 years .
Citi serves as a structuring and placement agent with respect to the CLO. Typically, the debt and equity of the CLO are sold to third-party investors. On occasion, certain Citi entities may purchase some portion of the CLO’s liabilities for investment purposes. In addition, Citi may purchase, typically in the secondary market, certain securities issued by the CLO to support its market making activities.
The Company does not generally have the power to direct the activities of the entity that most significantly impact the economic performance of the CLOs, as this power is generally held by a third-party asset manager of the CLO. As such, those CLOs are not consolidated.



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Key Assumptions and Retained Interests
The key assumptions used to value retained interests in CLOs, and the sensitivity of the fair value to adverse changes of 10% and 20% are set forth in the tables below:

Mar. 31, 2016
Dec. 31, 2015
Discount rate
   1.1% to 41.9%
1.4% to 49.6%
In millions of dollars
Mar. 31, 2016
Dec. 31, 2015
Carrying value of retained interests
$
907

$
918

Discount rates
 
 
   Adverse change of 10%
$
(5
)
$
(5
)
   Adverse change of 20%
(10
)
(10
)

Asset-Based Financing
The Company provides loans and other forms of financing to VIEs that hold assets. Those loans are subject to the same credit approvals as all other loans originated or purchased by the Company. Financings in the form of debt securities or derivatives are, in most circumstances, reported in Trading account assets and accounted for at fair value through earnings. The Company generally does not have the power to direct the activities that most significantly impact these VIEs’ economic performance, thus, it does not consolidate them.
The primary types of Citigroup’s asset-based financings, total assets of the unconsolidated VIEs with significant involvement, and the Company’s maximum exposure to loss are shown below. For the Company to realize the maximum loss, the VIE (borrower) would have to default with no recovery from the assets held by the VIE.
 
March 31, 2016
In millions of dollars
Total  
unconsolidated  
VIE assets
Maximum  
exposure to  
unconsolidated VIEs
Type
 
 
Commercial and other real estate
$
14,633

$
4,071

Corporate loans
1,529

2,284

Hedge funds and equities
377

56

Airplanes, ships and other assets
38,917

17,655

Total
$
55,456

$
24,066

 
December 31, 2015
In millions of dollars
Total  
unconsolidated  
VIE assets
Maximum  
exposure to  
unconsolidated VIEs
Type
 
 
Commercial and other real estate
$
17,459

$
6,528

Corporate loans
1,274

1,871

Hedge funds and equities
385

55

Airplanes, ships and other assets
38,380

17,137

Total
$
57,498

$
25,591






 
Municipal Securities Tender Option Bond (TOB) Trusts
Municipal TOB trusts may hold fixed- or floating-rate, taxable or tax-exempt securities issued by state and local governments and municipalities. TOB trusts are typically structured as single-issuer entities whose assets are purchased from either the Company or from other investors in the municipal securities market. TOB trusts finance the purchase of their municipal assets by issuing two classes of certificates: long-dated, floating rate certificates (“Floaters”) that are putable pursuant to a liquidity facility and residual interest certificates (“Residuals”). The Floaters are purchased by third-party investors, typically tax-exempt money market funds. The Residuals are purchased by the original owner of the municipal securities that are being financed.
From the Company’s perspective, there are two types of TOB trusts: customer TOB trusts and non-customer TOB trusts. Customer TOB trusts are those trusts utilized by customers of the Company to finance their municipal securities investments. The Residuals issued by these trusts are purchased by the customer being financed. Non-customer TOB trusts are trusts that are used by the Company to finance its own municipal securities investments; the Residuals issued by non-customer TOB trusts are purchased by the Company.
With respect to both customer and non-customer TOB trusts, the Company may provide remarketing agent services. If Floaters are optionally tendered and the Company, in its role as remarketing agent, is unable to find a new investor to purchase the optionally tendered Floaters within a specified period of time, the Company may, but is not obligated to, purchase the tendered Floaters into its own inventory. The level of the Company’s inventory of such Floaters fluctuates. At March 31, 2016 and December 31, 2015 , the Company held $119 million and $2 million , respectively, of Floaters related to customer and non-customer TOB trusts.
For certain customer TOB trusts, the Company may also serve as a voluntary advance provider. In this capacity, the Company may, but is not obligated to, make loan advances to customer TOB trusts to purchase optionally tendered Floaters that have not otherwise been successfully remarketed to new investors. Such loans are secured by pledged Floaters. As of March 31, 2016 , the Company had no outstanding voluntary advances to customer TOB trusts.
For certain non-customer trusts, the Company also provides credit enhancement. At March 31, 2016 and December 31, 2015 , approximately $82 million of the municipal bonds owned by non-customer TOB trusts are subject to a credit guarantee provided by the Company.
The Company also provides liquidity services to many customer and non-customer trusts. If a trust is unwound early due to an event other than a credit event on the underlying municipal bonds, the underlying municipal bonds are sold out of the Trust and bond sale proceeds are used to redeem the outstanding Trust certificates. If this results in a shortfall between the bond sale proceeds and the redemption price of the tendered Floaters, the Company, pursuant to the liquidity agreement, would be obligated to make a payment to the trust to satisfy that shortfall. For certain customer TOB trusts the Company has also executed a reimbursement agreement with the holder of the Residual, pursuant to which the Residual holder is obligated to reimburse the Company for any payment


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the Company makes under the liquidity arrangement. These reimbursement agreements may be subject to daily margining based on changes in the market value of the underlying municipal bonds. In cases where a third party provides liquidity to a non-customer TOB trust, a similar reimbursement arrangement may be executed, whereby the Company (or a consolidated subsidiary of the Company), as Residual holder, would absorb any losses incurred by the liquidity provider.
For certain other non-customer TOB trusts, the Company serves as tender option provider. The tender option provider arrangement allows Floater holders to put their interests directly to the Company at any time, subject to the requisite notice period requirements, at a price of par.
At March 31, 2016 and December 31, 2015 , liquidity agreements provided with respect to customer TOB trusts totaled $3.0 billion and $3.1 billion , respectively, of which $2.2 billion and $2.2 billion , respectively, were offset by reimbursement agreements. For the remaining exposure related to TOB transactions, where the Residual owned by the customer was at least 25% of the bond value at the inception of the transaction, no reimbursement agreement was executed.
The Company considers both customer and non-customer TOB trusts to be VIEs. Customer TOB trusts are not consolidated by the Company, as the power to direct the activities that most significantly impact the trust’s economic performance rests with the customer Residual holder, which may unilaterally cause the sale of the trust’s bonds.
Non-customer TOB trusts generally are consolidated because the Company holds the Residual interest, and thus has the unilateral power to cause the sale of the trust’s bonds.
The Company also provides other liquidity agreements or letters of credit to customer-sponsored municipal investment funds, which are not variable interest entities, and municipality-related issuers that totaled $7.6 billion and $8.1 billion as of March 31, 2016 and December 31, 2015 , respectively. These liquidity agreements and letters of credit are offset by reimbursement agreements with various term-out provisions.

Municipal Investments
Municipal investment transactions include debt and equity interests in partnerships that finance the construction and rehabilitation of low-income housing, facilitate lending in new or underserved markets, or finance the construction or operation of renewable municipal energy facilities. The Company generally invests in these partnerships as a limited partner and earns a return primarily through the receipt of tax credits and grants earned from the investments made by the partnership. The Company may also provide construction loans or permanent loans for the development or operation of real estate properties held by partnerships. These entities are generally considered VIEs. The power to direct the activities of these entities is typically held by the general partner. Accordingly, these entities are not consolidated by the Company.

 
Client Intermediation
Client intermediation transactions represent a range of transactions designed to provide investors with specified returns based on the returns of an underlying security, referenced asset or index. These transactions include credit-linked notes and equity-linked notes. In these transactions, the VIE typically obtains exposure to the underlying security, referenced asset or index through a derivative instrument, such as a total-return swap or a credit-default swap. In turn the VIE issues notes to investors that pay a return based on the specified underlying security, referenced asset or index. The VIE invests the proceeds in a financial asset or a guaranteed insurance contract that serves as collateral for the derivative contract over the term of the transaction. The Company’s involvement in these transactions includes being the counterparty to the VIE’s derivative instruments and investing in a portion of the notes issued by the VIE. In certain transactions, the investor’s maximum risk of loss is limited, and the Company absorbs risk of loss above a specified level. The Company does not have the power to direct the activities of the VIEs that most significantly impact their economic performance, and thus it does not consolidate them.
The Company’s maximum risk of loss in these transactions is defined as the amount invested in notes issued by the VIE and the notional amount of any risk of loss absorbed by the Company through a separate instrument issued by the VIE. The derivative instrument held by the Company may generate a receivable from the VIE (for example, where the Company purchases credit protection from the VIE in connection with the VIE’s issuance of a credit-linked note), which is collateralized by the assets owned by the VIE. These derivative instruments are not considered variable interests, and any associated receivables are not included in the calculation of maximum exposure to the VIE.
The proceeds from new securitizations related to the Company’s client intermediation transactions for the quarters ended March 31, 2016 and 2015 totaled approximately $0.6 billion and $0.2 billion , respectively.



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Investment Funds
The Company is the investment manager for certain investment funds and retirement funds that invest in various asset classes including private equity, hedge funds, real estate, fixed income and infrastructure. The Company earns a management fee, which is a percentage of capital under management, and may earn performance fees. In addition, for some of these funds the Company has an ownership interest in the investment funds. The Company has also established a number of investment funds as opportunities for qualified employees to invest in private equity investments. The Company acts as investment manager to these funds and may provide employees with financing on both recourse and non-recourse bases for a portion of the employees’ investment commitments.
Prior to January 1, 2016, the Company determined that a majority of the investment entities managed by Citigroup were provided a deferral from the requirements of ASC 810, because they met the criteria in ASU No. 2010-10, Consolidation (Topic 810): Amendments for Certain Investment Funds . As part of the amended guidance under ASU 2015-02, Consolidation (Topic 810): Amendments to the Consolidation Analysis , effective January 1, 2016, these entities were evaluated and the Company determined that these entities continue to meet the definition of a VIE because the limited partners in the fund do not have the ability to remove the Company as investment manager. The Company is considered the primary beneficiary and consolidates those VIE entities where it has both the power to direct the activities and a potentially significant variable interest.




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21.   DERIVATIVES ACTIVITIES
In the ordinary course of business, Citigroup enters into various types of derivative transactions. These derivative
transactions include:

Futures and forward contracts, which are commitments to buy or sell at a future date a financial instrument, commodity or currency at a contracted price and may be settled in cash or through delivery.
Swap contracts, which are commitments to settle in cash at a future date or dates that may range from a few days to a number of years, based on differentials between specified indices or financial instruments, as applied to a notional principal amount.
Option contracts, which give the purchaser, for a premium, the right, but not the obligation, to buy or sell within a specified time a financial instrument, commodity or currency at a contracted price that may also be settled in cash, based on differentials between specified indices or prices.

Swaps and forwards and some option contracts are over-the-counter (OTC) derivatives that are bilaterally negotiated with counterparties and settled with those counterparties, except for swap contracts that are novated and "cleared" through central counterparties (CCPs). Futures contracts and other option contracts are standardized contracts that are traded on an exchange with a CCP as the counterparty from the inception of the transaction. Citigroup enters into these derivative contracts relating to interest rate, foreign currency, commodity and other market/credit risks for the following reasons:

Trading Purposes: Citigroup trades derivatives as an active market maker. Citigroup offers its customers derivatives in connection with their risk management actions to transfer, modify or reduce their interest rate, foreign exchange and other market/credit risks or for their own trading purposes. Citigroup also manages its derivative risk positions through offsetting trade activities, controls focused on price verification, and daily reporting of positions to senior managers.
Hedging : Citigroup uses derivatives in connection with its risk management activities to hedge certain risks or reposition the risk profile of the Company. For example, Citigroup issues fixed-rate long-term debt and then enters into a receive-fixed, pay-variable-rate interest rate swap with the same tenor and notional amount to convert the interest payments to a net variable-rate basis. This strategy is the most common form of an interest rate hedge, as it minimizes net interest cost in certain yield curve environments. Derivatives are also used to manage risks inherent in specific groups of on-balance sheet assets and liabilities, including AFS securities, commodities and borrowings, as well as other interest-sensitive assets and liabilities. In addition, foreign-exchange contracts are used to hedge non-U.S.-dollar-denominated debt, foreign-currency-denominated AFS securities and net investment exposures.
 

Derivatives may expose Citigroup to market, credit or liquidity risks in excess of the amounts recorded on the Consolidated Balance Sheet. Market risk on a derivative product is the exposure created by potential fluctuations in interest rates, market prices, foreign-exchange rates and other factors and is a function of the type of product, the volume of transactions, the tenor and terms of the agreement and the underlying volatility. Credit risk is the exposure to loss in the event of nonperformance by the other party to satisfy a derivative liability where the value of any collateral held by Citi is not adequate to cover such losses. The recognition in earnings of unrealized gains on these transactions is subject to management’s assessment of the probability of counterparty default. Liquidity risk is the potential exposure that arises when the size of a derivative position may not be able to be monetized in a reasonable period of time and at a reasonable cost in periods of high volatility and financial stress.
Derivative transactions are customarily documented under industry standard master netting agreements that provide that, following an uncured payment default or other event of default, the non-defaulting party may promptly terminate all transactions between the parties and determine the net amount due to be paid to, or by, the defaulting party. Events of default include: (i) failure to make a payment on a derivatives transaction that remains uncured following applicable notice and grace periods, (ii) breach of agreement that remains uncured after applicable notice and grace periods, (iii) breach of a representation, (iv) cross default, either to third-party debt or to other derivative transactions entered into between the parties, or, in some cases, their affiliates, (v) the occurrence of a merger or consolidation which results in a party’s becoming a materially weaker credit, and (vi) the cessation or repudiation of any applicable guarantee or other credit support document. Obligations under master netting agreements are often secured by collateral posted under an industry standard credit support annex to the master netting agreement. An event of default may also occur under a credit support annex if a party fails to make a collateral delivery that remains uncured following applicable notice and grace periods.
The netting and collateral rights incorporated in the master netting agreements are considered to be legally enforceable if a supportive legal opinion has been obtained from counsel of recognized standing that provides the requisite level of certainty regarding enforceability and that the exercise of rights by the non-defaulting party to terminate and close-out transactions on a net basis under these agreements will not be stayed or avoided under applicable law upon an event of default including bankruptcy, insolvency or similar proceeding.
A legal opinion may not be sought for certain jurisdictions where local law is silent or unclear as to the enforceability of such rights or where adverse case law or conflicting regulation may cast doubt on the enforceability of such rights. In some jurisdictions and for some counterparty types, the insolvency law may not provide the requisite level of certainty. For example, this may be the case for certain sovereigns, municipalities, central banks and U.S. pension plans.


163



Exposure to credit risk on derivatives is affected by market volatility, which may impair the ability of counterparties to satisfy their obligations to the Company. Credit limits are established and closely monitored for customers engaged in derivatives transactions. Citi considers the level of legal certainty regarding enforceability of its offsetting rights under master netting agreements and credit support annexes to be an important factor in its risk management process. Specifically, Citi generally transacts much lower volumes of derivatives under master netting agreements where Citi does not have the requisite level of legal certainty regarding enforceability, because such derivatives consume greater amounts of single counterparty credit limits than those executed under enforceable master netting agreements.
Cash collateral and security collateral in the form of G10 government debt securities is often posted by a party to a master netting agreement to secure the net open exposure of the other party; the receiving party is free to commingle/rehypothecate such collateral in the ordinary course of its business. Nonstandard collateral such as corporate bonds, municipal bonds, U.S. agency securities and/or MBS may also be pledged as collateral for derivative transactions. Security collateral posted to open and maintain a master netting agreement with a counterparty, in the form of cash and/or securities, may from time to time be segregated in an account at a third-party custodian pursuant to a tri-party account control agreement.



164



Information pertaining to Citigroup’s derivative activity, based on notional amounts is presented in the table below. Derivative notional amounts are reference amounts from which contractual payments are derived and do not represent a complete and accurate measure of Citi’s exposure to derivative transactions. Rather, as discussed above, Citi’s derivative exposure arises primarily from market fluctuations (i.e., market risk), counterparty failure (i.e., credit risk) and/or periods of high volatility or financial stress (i.e., liquidity risk), as well as any market valuation adjustments that may be
 
required on the transactions. Moreover, notional amounts do not reflect the netting of offsetting trades (also as discussed above). For example, if Citi enters into an interest rate swap with $100 million notional, and offsets this risk with an identical but opposite position with a different counterparty, $200 million in derivative notionals is reported, although these offsetting positions may result in de minimis overall market risk. Aggregate derivative notional amounts can fluctuate from period to period in the normal course of business based on Citi’s market share, levels of client activity and other factors.


Derivative Notionals
 
Hedging instruments under
ASC 815 (1)(2)
Other derivative instruments
 


Trading derivatives
Management hedges (3)
In millions of dollars
March 31,
2016
December 31,
2015
March 31,
2016
December 31,
2015
March 31,
2016
December 31,
2015
Interest rate contracts
 
 
 
 
 
 
Swaps
$
176,364

$
166,576

$
24,947,131

$
22,208,794

$
36,223

$
28,969

Futures and forwards


6,680,954

6,868,340

29,459

38,421

Written options


3,292,207

3,033,617

2,642

2,606

Purchased options


3,119,380

2,887,605

3,660

4,575

Total interest rate contract notionals
$
176,364

$
166,576

$
38,039,672

$
34,998,356

$
71,984

$
74,571

Foreign exchange contracts
 
 
 
 
 
 
Swaps
$
22,922

$
23,007

$
5,069,925

$
4,765,687

$
21,944

$
23,960

Futures, forwards and spot
74,594

72,124

3,475,559

2,563,649

3,858

3,034

Written options

448

1,465,953

1,125,664



Purchased options
260

819

1,500,304

1,131,816



Total foreign exchange contract notionals
$
97,776

$
96,398

$
11,511,741

$
9,586,816

$
25,802

$
26,994

Equity contracts
 
 
 
 
 
 
Swaps
$

$

$
179,249

$
180,963

$

$

Futures and forwards


37,778

33,735



Written options


193,117

298,876



Purchased options


156,571

265,062



Total equity contract notionals
$

$

$
566,715

$
778,636

$

$

Commodity and other contracts
 
 
 
 
 
 
Swaps
$

$

$
64,768

$
70,561

$

$

Futures and forwards
773

789

115,817

106,474



Written options


72,600

72,648



Purchased options


67,377

66,051



Total commodity and other contract notionals
$
773

$
789

$
320,562

$
315,734

$

$

Credit derivatives (4)
 
 
 
 
 
 
Protection sold
$

$

$
1,006,498

$
950,922

$

$

Protection purchased


1,049,078

981,586

26,319

23,628

Total credit derivatives
$

$

$
2,055,576

$
1,932,508

$
26,319

$
23,628

Total derivative notionals
$
274,913

$
263,763

$
52,494,266

$
47,612,050

$
124,105

$
125,193

(1)
The notional amounts presented in this table do not include hedge accounting relationships under ASC 815 where Citigroup is hedging the foreign currency risk of a net investment in a foreign operation by issuing a foreign-currency-denominated debt instrument. The notional amount of such debt was $2,229 million and $2,102 million at March 31, 2016 and December 31, 2015 , respectively.
(2)
Derivatives in hedge accounting relationships accounted for under ASC 815 are recorded in either Other assets/Other liabilities or Trading account assets/Trading account liabilities on the Consolidated Balance Sheet.
(3)
Management hedges represent derivative instruments used to mitigate certain economic risks, but for which hedge accounting is not applied. These derivatives are recorded in either Other assets/Other liabilities or Trading account assets/Trading account liabilities on the Consolidated Balance Sheet.

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(4)
Credit derivatives are arrangements designed to allow one party (protection buyer) to transfer the credit risk of a “reference asset” to another party (protection seller). These arrangements allow a protection seller to assume the credit risk associated with the reference asset without directly purchasing that asset. The Company enters into credit derivative positions for purposes such as risk management, yield enhancement, reduction of credit concentrations and diversification of overall risk.

The following tables present the gross and net fair values of the Company’s derivative transactions, and the related offsetting amounts permitted under ASC 210-20-45 and ASC 815-10-45, as of March 31, 2016 and December 31, 2015 . Under ASC 210-20-45, gross positive fair values are offset against gross negative fair values by counterparty pursuant to enforceable master netting agreements. Under ASC 815-10-45, payables and receivables in respect of cash collateral received from or paid to a given counterparty pursuant to a credit support annex are included in the offsetting amount if a legal opinion supporting enforceability of netting and collateral rights has been obtained. GAAP does not permit similar offsetting for security collateral. The tables also include amounts that are not permitted to be offset under ASC 210-20-45 and ASC 815-10-45, such as security collateral posted or cash collateral posted at third-party custodians, but which would be eligible for offsetting to the extent an event of default occurred and a legal opinion supporting enforceability of the netting and collateral rights has been obtained.


166



Derivative Mark-to-Market (MTM) Receivables/Payables
In millions of dollars at March 31, 2016
Derivatives classified
in Trading account
assets / liabilities (1)(2)(3)
Derivatives classified
in Other
assets / liabilities (2)(3)
Derivatives instruments designated as ASC 815 hedges
Assets
Liabilities
Assets
Liabilities
Over-the-counter
$
859

$
131

$
2,514

$
29

Cleared
6,552

1,780


154

Interest rate contracts
$
7,411

$
1,911

$
2,514

$
183

Over-the-counter
$
1,534

$
1,475

$
78

$
735

Foreign exchange contracts
$
1,534

$
1,475

$
78

$
735

Total derivative instruments designated as ASC 815 hedges
$
8,945

$
3,386

$
2,592

$
918

Derivatives instruments not designated as ASC 815 hedges




Over-the-counter
$
354,499

$
332,557

$
219

$

Cleared
180,934

185,598

642

606

Exchange traded
84

84



Interest rate contracts
$
535,517

$
518,239

$
861

$
606

Over-the-counter
$
156,611

$
161,132

$

$
63

Cleared
465

389



Exchange traded
30

9



Foreign exchange contracts
$
157,106

$
161,530

$

$
63

Over-the-counter
$
15,606

$
20,648

$

$

Cleared
19

11



Exchange traded
8,555

8,739



Equity contracts
$
24,180

$
29,398

$

$

Over-the-counter
$
14,819

$
16,738

$

$

Exchange traded
1,214

1,923



Commodity and other contracts
$
16,033

$
18,661

$

$

Over-the-counter
$
28,356

$
28,705

$
587

$
253

Cleared
4,167

3,825

150

320

Credit derivatives (4)
$
32,523

$
32,530

$
737

$
573

Total derivatives instruments not designated as ASC 815 hedges
$
765,359

$
760,358

$
1,598

$
1,242

Total derivatives
$
774,304

$
763,744

$
4,190

$
2,160

Cash collateral paid/received (5)(6)
$
6,424

$
13,891

$
11

$
40

Less: Netting agreements (7)
(663,872
)
(663,872
)


Less: Netting cash collateral received/paid (8)
(53,812
)
(50,994
)
(2,102
)
(44
)
Net receivables/payables included on the consolidated balance sheet (9)
$
63,044

$
62,769

$
2,099

$
2,156

Additional amounts subject to an enforceable master netting agreement but not offset on the Consolidated Balance Sheet
 
 
 
 
Less: Cash collateral received/paid
$
(1,182
)
$
(8
)
$

$

Less: Non-cash collateral received/paid
(11,787
)
(6,353
)
(364
)

Total net receivables/payables (9)
$
50,075

$
56,408

$
1,735

$
2,156

(1)
The trading derivatives fair values are presented in Note 12 to the Consolidated Financial Statements.
(2)
Derivative mark-to-market receivables/payables related to management hedges are recorded in either Other assets/Other liabilities or Trading account assets/Trading account liabilities .
(3)
Over-the-counter (OTC) derivatives are derivatives executed and settled bilaterally with counterparties without the use of an organized exchange or central clearing house. Cleared derivatives include derivatives executed bilaterally with a counterparty in the OTC market but then novated to a central clearing house, whereby the central clearing house becomes the counterparty to both of the original counterparties. Exchange traded derivatives include derivatives executed directly on an organized exchange that provides pre-trade price transparency.
(4)
The credit derivatives trading assets comprise $16,094 million related to protection purchased and $16,429 million related to protection sold as of March 31, 2016 . The credit derivatives trading liabilities comprise $16,907 million related to protection purchased and $15,623 million related to protection sold as of March 31, 2016 .
(5)
For the trading account assets/liabilities, reflects the net amount of the $57,418 million and $67,703 million of gross cash collateral paid and received, respectively. Of the gross cash collateral paid, $50,994 million was used to offset trading derivative liabilities and, of the gross cash collateral received, $53,812 million was used to offset trading derivative assets.

167



(6)
For cash collateral paid with respect to non-trading derivative assets, reflects the net amount of $55 million of gross cash collateral paid, of which $44 million is netted against non-trading derivative positions within Other liabilities . For cash collateral received with respect to non-trading derivative liabilities, reflects the net amount of $2,142 million of gross cash collateral received, of which $2,102 million is netted against OTC non-trading derivative positions within Other assets .
(7)
Represents the netting of derivative receivable and payable balances with the same counterparty under enforceable netting agreements. Approximately $470 billion , $185 billion and $9 billion of the netting against trading account asset/liability balances is attributable to each of the OTC, cleared and exchange-traded derivatives, respectively.
(8)
Represents the netting of cash collateral paid and received by counterparty under enforceable credit support agreements. Substantially all cash collateral received and paid is netted against OTC derivative assets and liabilities, respectively.
(9)
The net receivables/payables include approximately $9 billion of derivative asset and $9 billion of derivative liability fair values not subject to enforceable master netting agreements, respectively.

In millions of dollars at December 31, 2015
Derivatives classified in Trading
account assets / liabilities (1)(2)(3)
Derivatives classified in Other assets / liabilities (2)(3)
Derivatives instruments designated as ASC 815 hedges
Assets
Liabilities
Assets
Liabilities
Over-the-counter
$
262

$
105

$
2,328

$
106

Cleared
4,607

1,471

5


Interest rate contracts
$
4,869

$
1,576

$
2,333

$
106

Over-the-counter
$
2,688

$
364

$
95

$
677

Foreign exchange contracts
$
2,688

$
364

$
95

$
677

Total derivative instruments designated as ASC 815 hedges
$
7,557

$
1,940

$
2,428

$
783

Derivatives instruments not designated as ASC 815 hedges




Over-the-counter
$
289,124

$
267,761

$
182

$
12

Cleared
120,848

126,532

244

216

Exchange traded
53

35



Interest rate contracts
$
410,025

$
394,328

$
426

$
228

Over-the-counter
$
126,474

$
133,361

$

$
66

Cleared
134

152



Exchange traded
21

36



Foreign exchange contracts
$
126,629

$
133,549

$

$
66

Over-the-counter
$
14,560

$
20,107

$

$

Cleared
28

3



Exchange traded
7,297

6,406



Equity contracts
$
21,885

$
26,516

$

$

Over-the-counter
$
16,794

$
18,641

$

$

Exchange traded
1,216

1,912



Commodity and other contracts
$
18,010

$
20,553

$

$

Over-the-counter
$
31,072

$
30,608

$
711

$
245

Cleared
3,803

3,560

131

318

Credit derivatives (4)
$
34,875

$
34,168

$
842

$
563

Total derivatives instruments not designated as ASC 815 hedges
$
611,424

$
609,114

$
1,268

$
857

Total derivatives
$
618,981

$
611,054

$
3,696

$
1,640

Cash collateral paid/received (5)(6)
$
4,911

$
13,628

$
8

$
37

Less: Netting agreements (7)
(524,481
)
(524,481
)


Less: Netting cash collateral received/paid (8)
(43,227
)
(42,609
)
(1,949
)
(53
)
Net receivables/payables included on the Consolidated Balance Sheet (9)
$
56,184

$
57,592

$
1,755

$
1,624

Additional amounts subject to an enforceable master netting agreement but not offset on the Consolidated Balance Sheet
 
 
 
 
Less: Cash collateral received/paid
$
(779
)
$
(2
)
$

$

Less: Non-cash collateral received/paid
(9,855
)
(5,131
)
(270
)

Total net receivables/payables (9)
$
45,550

$
52,459

$
1,485

$
1,624

(1)
The trading derivatives fair values are presented in Note 12 to the Consolidated Financial Statements.
(2)
Derivative mark-to-market receivables/payables related to management hedges are recorded in either Other assets/Other liabilities or Trading account assets/Trading account liabilities .
(3)
Over-the-counter (OTC) derivatives include derivatives executed and settled bilaterally with counterparties without the use of an organized exchange or central clearing house. Cleared derivatives include derivatives executed bilaterally with a counterparty in the OTC market but then novated to a central clearing house,

168



whereby the central clearing house becomes the counterparty to both of the original counterparties. Exchange traded derivatives include derivatives executed directly on an organized exchange that provides pre-trade price transparency.
(4)
The credit derivatives trading assets comprise $17,957 million related to protection purchased and $16,918 million related to protection sold as of December 31, 2015 . The credit derivatives trading liabilities comprise $16,968 million related to protection purchased and $17,200 million related to protection sold as of December 31, 2015 .
(5)
For the trading account assets/liabilities, reflects the net amount of the $47,520 million and $56,855 million of gross cash collateral paid and received, respectively. Of the gross cash collateral paid, $42,609 million was used to offset derivative liabilities and, of the gross cash collateral received, $43,227 million was used to offset derivative assets.
(6)
For cash collateral paid with respect to non-trading derivative assets, reflects the net amount of $61 million of the gross cash collateral received, of which $53 million is netted against non-trading derivative positions within Other liabilities . For cash collateral received with respect to non-trading derivative liabilities, reflects the net amount of $1,986 million of gross cash collateral received, of which $1,949 million is netted against non-trading derivative positions within Other assets .
(7)
Represents the netting of derivative receivable and payable balances with the same counterparty under enforceable netting agreements. Approximately $391 billion , $126 billion and $7 billion of the netting against trading account asset/liability balances is attributable to each of the OTC, cleared and exchange-traded derivatives, respectively.
(8)
Represents the netting of cash collateral paid and received by counterparty under enforceable credit support agreements. Substantially all cash collateral received and paid is netted against OTC derivative assets and liabilities, respectively.
(9)
The net receivables/payables include approximately $10 billion of derivative asset and $10 billion of liability fair values not subject to enforceable master netting agreements, respectively.

For the three months ended March 31, 2016 and 2015 , the amounts recognized in Principal transactions in the Consolidated Statement of Income related to derivatives not designated in a qualifying hedging relationship, as well as the underlying non-derivative instruments, are presented in Note  6 to the Consolidated Financial Statements. Citigroup presents this disclosure by business classification, showing derivative gains and losses related to its trading activities together with gains and losses related to non-derivative instruments within the same trading portfolios, as this represents the way these portfolios are risk managed.
The amounts recognized in Other revenue in the Consolidated Statement of Income related to derivatives not designated in a qualifying hedging relationship are shown below. The table below does not include any offsetting gains/losses on the economically hedged items to the extent such amounts are also recorded in Other revenue .
 

















 
Gains (losses) included in
Other revenue

Three Months Ended March 31,
In millions of dollars
2016
2015
Interest rate contracts
$
15

$
15

Foreign exchange
4

(15
)
Credit derivatives
(213
)
10

Total Citigroup
$
(194
)
$
10


169



Accounting for Derivative Hedging
Citigroup accounts for its hedging activities in accordance with ASC 815, Derivatives and Hedging . As a general rule, hedge accounting is permitted where the Company is exposed to a particular risk, such as interest-rate or foreign-exchange risk, that causes changes in the fair value of an asset or liability or variability in the expected future cash flows of an existing asset, liability or a forecasted transaction that may affect earnings.
Derivative contracts hedging the risks associated with changes in fair value are referred to as fair value hedges, while contracts hedging the variability of expected future cash flows are cash flow hedges. Hedges that utilize derivatives or debt instruments to manage the foreign exchange risk associated with equity investments in non-U.S.-dollar-functional-currency foreign subsidiaries (net investment in a foreign operation) are net investment hedges.
If certain hedging criteria specified in ASC 815 are met, including documentation requirements and assessing hedge effectiveness, hedge accounting may be applied. The hedge effectiveness assessment methodologies for similar hedges are performed in a similar manner and are used consistently throughout the hedging relationships. For fair value hedges, changes in the value of the hedging derivative, as well as changes in the value of the related hedged item due to the risk being hedged, are reflected in current earnings. For cash flow hedges and net investment hedges, changes in the value of the hedging derivative are reflected in Accumulated other comprehensive income (loss) in Citigroup’s stockholders’ equity to the extent the hedge is highly effective. Hedge ineffectiveness, in either case, is reflected in current earnings.
For asset/liability management hedging, fixed-rate long-term debt is recorded at amortized cost under GAAP. However, by designating an interest rate swap contract as a hedging instrument and electing to apply ASC 815 fair value hedge accounting, the carrying value of the debt is adjusted for changes in the benchmark interest rate, with such changes in value recorded in current earnings. The related interest-rate swap also is recorded on the balance sheet at fair value, with any changes in fair value also reflected in earnings. Thus, any ineffectiveness resulting from the hedging relationship is captured in current earnings.
Alternatively, for management hedges that do not meet the ASC 815 hedging criteria, the derivative is recorded at fair value on the balance sheet, with the associated changes in fair value recorded in earnings, while the debt continues to be carried at amortized cost. Therefore, current earnings are affected only by the interest rate shifts and other factors that cause a change in the swap’s value. This type of hedge is undertaken when hedging requirements cannot be achieved or management decides not to apply ASC 815 hedge accounting.
Another alternative is to elect to account for the debt at fair value under the fair value option. Once the irrevocable election is made upon issuance of the debt, the full change in fair value of the debt is reported in earnings. The changes in fair value of the related interest rate swap are also reflected in earnings, which provides a natural offset to the debt’s fair value change. To the extent the two offsets are not exactly equal because the full change in the fair value of the debt
 
includes risks not offset by the interest rate swap, the difference is captured in current earnings.
The key requirements to achieve ASC 815 hedge accounting are documentation of a hedging strategy and specific hedge relationships at hedge inception and substantiating hedge effectiveness on an ongoing basis. A derivative must be highly effective in accomplishing the hedge objective of offsetting either changes in the fair value or cash flows of the hedged item for the risk being hedged. Any ineffectiveness in the hedge relationship is recognized in current earnings. The assessment of effectiveness may exclude changes in the value of the hedged item that are unrelated to the risks being hedged. Similarly, the assessment of effectiveness may exclude changes in the fair value of a derivative related to time value that, if excluded, are recognized in current earnings.

Fair Value Hedges

Hedging of Benchmark Interest Rate Risk
Citigroup hedges exposure to changes in the fair value of outstanding fixed-rate issued debt. These hedges are designated as fair value hedges of the benchmark interest rate risk associated with the currency of the hedged liability. The fixed cash flows of the hedged items are converted to benchmark variable-rate cash flows by entering into receive-fixed, pay-variable interest rate swaps. These fair value hedge relationships use either regression or dollar-offset ratio analysis to assess whether the hedging relationships are highly effective at inception and on an ongoing basis.
Citigroup also hedges exposure to changes in the fair value of fixed-rate assets due to changes in benchmark interest rates, including available-for-sale debt securities and loans. The hedging instruments used are receive-variable, pay-fixed interest rate swaps. These fair value hedging relationships use either regression or dollar-offset ratio analysis to assess whether the hedging relationships are highly effective at inception and on an ongoing basis.
Hedging of Foreign Exchange Risk
Citigroup hedges the change in fair value attributable to foreign-exchange rate movements in available-for-sale securities that are denominated in currencies other than the functional currency of the entity holding the securities, which may be within or outside the U.S. The hedging instrument employed is generally a forward foreign-exchange contract. In this hedge, the change in fair value of the hedged available-for-sale security attributable to the portion of foreign exchange risk hedged is reported in earnings, and not AOCI—which serves to offset the change in fair value of the forward contract that is also reflected in earnings. Citigroup considers the premium associated with forward contracts (i.e., the differential between spot and contractual forward rates) as the cost of hedging; this is excluded from the assessment of hedge effectiveness and reflected directly in earnings. The dollar-offset method is used to assess hedge effectiveness. Since that assessment is based on changes in fair value attributable to changes in spot rates on both the available-for-sale securities and the forward contracts for the portion of the relationship hedged, the amount of hedge ineffectiveness is not significant.


170



Hedging of Commodity Price Risk
Citigroup hedges the change in fair value attributable to price movements in physical commodities inventory. The hedging instrument employed is a futures contract to sell the underlying commodity. In this hedge, the change in value of the hedged inventory is reflected in earnings, which serves to offset the change in fair value of the futures contract that is also reflected in earnings. Citigroup excludes the differential between spot and the contractual forward rates under the futures contract from the assessment of hedge effectiveness. Since the assessment is based on changes in fair value attributable to change in spot prices on both the physical commodity and the futures contract, the amount of hedge ineffectiveness is not significant.

The following table summarizes the gains (losses) on the Company’s fair value hedges:
 
Gains (losses) on fair value hedges (1)
 
Three Months Ended March 31,
In millions of dollars
2016
2015
Gain (loss) on the derivatives in designated and qualifying fair value hedges
 
 
Interest rate contracts
$
2,115

$
641

Foreign exchange contracts
(1,361
)
1,388

Commodity contracts
349

116

Total gain (loss) on the derivatives in designated and qualifying fair value hedges
$
1,103

$
2,145

Gain (loss) on the hedged item in designated and qualifying fair value hedges
 
 
Interest rate hedges
$
(2,090
)
$
(608
)
Foreign exchange hedges
1,307

(1,421
)
Commodity hedges
(344
)
(104
)
Total gain (loss) on the hedged item in designated and qualifying fair value hedges
$
(1,127
)
$
(2,133
)
Hedge ineffectiveness recognized in earnings on designated and qualifying fair value hedges
 
 
Interest rate hedges
$
27

$
33

Foreign exchange hedges
(75
)
(38
)
Total hedge ineffectiveness recognized in earnings on designated and qualifying fair value hedges
$
(48
)
$
(5
)
Net gain (loss) excluded from assessment of the effectiveness of fair value hedges
 
 
Interest rate contracts
$
(2
)
$

Foreign exchange contracts (2)
21

5

Commodity hedges (2)
5

12

Total net gain (loss) excluded from assessment of the effectiveness of fair value hedges
$
24

$
17

(1)
Amounts are included in Other revenue on the Consolidated Statement of Income. The accrued interest income on fair value hedges is recorded in Net interest revenue and is excluded from this table.
(2)
Amounts relate to the premium associated with forward contracts (differential between spot and contractual forward rates). These amounts are excluded from the assessment of hedge effectiveness and are reflected directly in earnings.

171



Cash Flow Hedges

Hedging of Benchmark Interest Rate Risk
Citigroup hedges variable cash flows associated with floating-rate liabilities and the rollover (re-issuance) of liabilities. Variable cash flows from those liabilities are converted to fixed-rate cash flows by entering into receive-variable, pay-fixed interest rate swaps and receive-variable, pay-fixed forward-starting interest rate swaps. Citi also hedges variable cash flows from recognized and forecasted floating-rate assets. Variable cash flows from those assets are converted to fixed-rate cash flows by entering into receive-fixed, pay-variable interest rate swaps. These cash-flow hedging relationships use either regression analysis or dollar-offset ratio analysis to assess whether the hedging relationships are highly effective at inception and on an ongoing basis. When certain variable interest rates, associated with hedged items, do not qualify as benchmark interest rates, Citigroup designates the risk being hedged as the risk of overall changes in the hedged cash flows. Since efforts are made to match the terms of the derivatives to those of the hedged forecasted cash flows as closely as
 
possible, the amount of hedge ineffectiveness is not significant.

Hedging of Foreign Exchange Risk
Citigroup locks in the functional currency equivalent cash flows of long-term debt and short-term borrowings that are denominated in currencies other than the functional currency of the issuing entity. Depending on the risk management objectives, these types of hedges are designated as either cash flow hedges of only foreign exchange risk or cash flow hedges of both foreign exchange and interest rate risk, and the hedging instruments used are foreign exchange cross-currency swaps and forward contracts. These cash flow hedge relationships use dollar-offset ratio analysis to determine whether the hedging relationships are highly effective at inception and on an ongoing basis.
The amount of hedge ineffectiveness on the cash flow hedges recognized in earnings for the three months ended March 31, 2016 , and 2015 is not significant. The pretax change in AOCI from cash flow hedges is presented below:

 
Three Months Ended March 31,
In millions of dollars
2016
2015
Effective portion of cash flow hedges included in AOCI
 
 
Interest rate contracts
$
415

$
220

Foreign exchange contracts
24

(150
)
Total effective portion of cash flow hedges included in AOCI
$
439

$
70

Effective portion of cash flow hedges reclassified from AOCI to earnings


Interest rate contracts
$
(16
)
$
(46
)
Foreign exchange contracts
(26
)
(40
)
Total effective portion of cash flow hedges reclassified from AOCI to earnings (1)
$
(42
)
$
(86
)
(1)
Included primarily in Other revenue and Net interest revenue on the Consolidated Income Statement.
For cash flow hedges, the changes in the fair value of the hedging derivative remaining in AOCI on the Consolidated Balance Sheet will be included in the earnings of future periods to offset the variability of the hedged cash flows when such cash flows affect earnings. The net loss associated with cash flow hedges expected to be reclassified from AOCI within 12 months of March 31, 2016 is approximately $ 0.3 billion . The maximum length of time over which forecasted cash flows are hedged is 10 years .
The after-tax impact of cash flow hedges on AOCI is shown in Note  18 to the Consolidated Financial Statements.

 
Net Investment Hedges
Consistent with ASC 830-20, Foreign Currency Matters—Foreign Currency Transactions , ASC 815 allows hedging of the foreign currency risk of a net investment in a foreign operation. Citigroup uses foreign currency forwards, options and foreign-currency-denominated debt instruments to manage the foreign exchange risk associated with Citigroup’s equity investments in several non-U.S.-dollar-functional-currency foreign subsidiaries. Citigroup records the change in the carrying amount of these investments in the Foreign currency translation adjustment account within AOCI. Simultaneously, the effective portion of the hedge of this exposure is also recorded in the Foreign currency translation adjustment account and the ineffective portion, if any, is immediately recorded in earnings.
For derivatives designated as net investment hedges, Citigroup follows the forward-rate method outlined in ASC 815-35-35-16 through 35-26. According to that method, all changes in fair value, including changes related to the forward-rate component of the foreign currency forward contracts and the time value of foreign currency options, are recorded in the Foreign currency translation adjustment account within AOCI.


172



For foreign-currency-denominated debt instruments that are designated as hedges of net investments, the translation gain or loss that is recorded in the Foreign currency translation adjustment account is based on the spot exchange rate between the functional currency of the respective subsidiary and the U.S. dollar, which is the functional currency of Citigroup. To the extent the notional amount of the hedging instrument exactly matches the hedged net investment and the underlying exchange rate of the derivative hedging instrument relates to the exchange rate between the functional currency of the net investment and Citigroup’s functional currency (or, in the case of a non-derivative debt instrument, such instrument is denominated in the functional currency of the net investment), no ineffectiveness is recorded in earnings.
The pretax gain (loss) recorded in the Foreign currency translation adjustment account within AOCI, related to the effective portion of the net investment hedges, is $ (1,374) million and $ 1,000 million for the three months ended March 31, 2016 and 2015, respectively.

Credit Derivatives
Citi is a market maker and trades a range of credit derivatives. Through these contracts, Citi either purchases or writes protection on either a single name or a portfolio of reference credits. Citi also uses credit derivatives to help mitigate credit risk in its corporate and consumer loan portfolios and other cash positions, and to facilitate client transactions.
Citi monitors its counterparty credit risk in credit derivative contracts. As of March 31, 2016 and December 31, 2015 , approximately 98% of the gross receivables are from counterparties with which Citi maintains collateral agreements. A majority of Citi’s top 15 counterparties (by receivable balance owed to Citi) are banks, financial institutions or other dealers. Contracts with these counterparties do not include ratings-based termination events. However, counterparty ratings downgrades may have an incremental effect by lowering the threshold at which Citi may
call for additional collateral.
The range of credit derivatives entered into includes credit default swaps, total return swaps, credit options and credit-linked notes.
A credit default swap is a contract in which, for a fee, a protection seller agrees to reimburse a protection buyer for any losses that occur due to a predefined credit event on a reference entity. These credit events are defined by the terms of the derivative contract and the reference credit and are generally limited to the market standard of failure to pay on indebtedness and bankruptcy of the reference credit and, in a more limited range of transactions, debt restructuring. Credit derivative transactions that reference emerging market entities will also typically include additional credit events to cover the acceleration of indebtedness and the risk of repudiation or a payment moratorium. In certain transactions, protection may be provided on a portfolio of reference entities or asset-backed securities. If there is no credit event, as defined by the specific derivative contract, then the protection seller makes no payments to the protection buyer and receives only the contractually specified fee. However, if a credit event occurs as defined in the specific derivative contract sold, the
 
protection seller will be required to make a payment to the protection buyer. Under certain contracts, the seller of protection may not be required to make a payment until a specified amount of losses has occurred with respect to the portfolio and/or may only be required to pay for losses up to a specified amount.
A total return swap typically transfers the total economic performance of a reference asset, which includes all associated cash flows, as well as capital appreciation or depreciation. The protection buyer receives a floating rate of interest and any depreciation on the reference asset from the protection seller and, in return, the protection seller receives the cash flows associated with the reference asset plus any appreciation. Thus, according to the total return swap agreement, the protection seller will be obligated to make a payment any time the floating interest rate payment plus any depreciation of the reference asset exceeds the cash flows associated with the underlying asset. A total return swap may terminate upon a default of the reference asset or a credit event with respect to the reference entity subject to the provisions of the related total return swap agreement between the protection seller and the protection buyer.
A credit option is a credit derivative that allows investors to trade or hedge changes in the credit quality of a reference entity. For example, in a credit spread option, the option writer assumes the obligation to purchase or sell credit protection on the reference entity at a specified “strike” spread level. The option purchaser buys the right to sell credit default protection on the reference entity to, or purchase it from, the option writer at the strike spread level. The payments on credit spread options depend either on a particular credit spread or the price of the underlying credit-sensitive asset or other reference. The options usually terminate if a credit event occurs with respect to the underlying reference entity.
A credit-linked note is a form of credit derivative structured as a debt security with an embedded credit default swap. The purchaser of the note effectively provides credit protection to the issuer by agreeing to receive a return that could be negatively affected by credit events on the underlying reference credit. If the reference entity defaults, the note may be cash settled or physically settled by delivery of a debt security of the reference entity. Thus, the maximum amount of the note purchaser’s exposure is the amount paid for the credit-linked note.



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The following tables summarize the key characteristics of Citi’s credit derivatives portfolio by counterparty and derivative form:
 
Fair values
Notionals
In millions of dollars at March 31, 2016
Receivable (1)
Payable (2)
Protection
purchased
Protection
sold
By industry/counterparty




Banks
$
16,687

$
14,947

$
518,134

$
524,815

Broker-dealers
5,261

6,266

158,619

154,137

Non-financial
121

127

4,129

1,995

Insurance and other financial institutions
11,191

11,763

394,515

325,551

Total by industry/counterparty
$
33,260

$
33,103

$
1,075,397

$
1,006,498

By instrument




Credit default swaps and options
$
32,171

$
31,941

$
1,048,679

$
995,312

Total return swaps and other
1,089

1,162

26,718

11,186

Total by instrument
$
33,260

$
33,103

$
1,075,397

$
1,006,498

By rating




Investment grade
$
11,220

$
11,411

$
821,334

$
768,464

Non-investment grade
22,040

21,692

254,063

238,034

Total by rating
$
33,260

$
33,103

$
1,075,397

$
1,006,498

By maturity




Within 1 year
$
3,844

$
4,220

$
288,191

$
274,738

From 1 to 5 years
24,509

24,076

678,565

637,045

After 5 years
4,907

4,807

108,641

94,715

Total by maturity
$
33,260

$
33,103

$
1,075,397

$
1,006,498


(1)
The fair value amount receivable is composed of $ 16,831 million under protection purchased and $ 16,429 million under protection sold.
(2)
The fair value amount payable is composed of $ 17,480 million under protection purchased and $ 15,623 million under protection sold.


 
Fair values
Notionals
In millions of dollars at December 31, 2015
Receivable (1)
Payable (2)
Protection
purchased
Protection
sold
By industry/counterparty




Banks
$
18,377

$
16,988

$
513,335

$
508,459

Broker-dealers
5,895

6,697

155,195

152,604

Non-financial
128

123

3,969

2,087

Insurance and other financial institutions
11,317

10,923

332,715

287,772

Total by industry/counterparty
$
35,717

$
34,731

$
1,005,214

$
950,922

By instrument




Credit default swaps and options
$
34,849

$
34,158

$
981,999

$
940,650

Total return swaps and other
868

573

23,215

10,272

Total by instrument
$
35,717

$
34,731

$
1,005,214

$
950,922

By rating




Investment grade
$
12,694

$
13,142

$
764,040

$
720,521

Non-investment grade
23,023

21,589

241,174

230,401

Total by rating
$
35,717

$
34,731

$
1,005,214

$
950,922

By maturity




Within 1 year
$
3,871

$
3,559

$
265,632

$
254,225

From 1 to 5 years
27,991

27,488

669,834

639,460

After 5 years
3,855

3,684

69,748

57,237

Total by maturity
$
35,717

$
34,731

$
1,005,214

$
950,922


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(1)
The fair value amount receivable is composed of $ 18,799 million under protection purchased and $ 16,918 million under protection sold.
(2)
The fair value amount payable is composed of $ 17,531 million under protection purchased and $ 17,200 million under protection sold.

Fair values included in the above tables are prior to application of any netting agreements and cash collateral. For notional amounts, Citi generally has a mismatch between the total notional amounts of protection purchased and sold, and it may hold the reference assets directly, rather than entering into offsetting credit derivative contracts as and when desired. The open risk exposures from credit derivative contracts are largely matched after certain cash positions in reference assets are considered and after notional amounts are adjusted, either to a duration-based equivalent basis or to reflect the level of subordination in tranched structures. The ratings of the credit derivatives portfolio presented in the tables and used to evaluate payment/performance risk are based on the assigned internal or external ratings of the referenced asset or entity. Where external ratings are used, investment-grade ratings are considered to be ‘Baa/BBB’ and above, while anything below is considered non-investment grade. Citi’s internal ratings are in line with the related external rating system.
Citigroup evaluates the payment/performance risk of the credit derivatives for which it stands as a protection seller based on the credit rating assigned to the underlying referenced credit. Credit derivatives written on an underlying non-investment grade reference credit represent greater payment risk to the Company. The non-investment grade category in the table above also includes credit derivatives where the underlying referenced entity has been downgraded subsequent to the inception of the derivative.
 

The maximum potential amount of future payments under credit derivative contracts presented in the table above is based on the notional value of the derivatives. The Company believes that the notional amount for credit protection sold is not representative of the actual loss exposure based on historical experience. This amount has not been reduced by the value of the reference assets and the related cash flows. In accordance with most credit derivative contracts, should a credit event occur, the Company usually is liable for the difference between the protection sold and the value of the reference assets. Furthermore, the notional amount for credit protection sold has not been reduced for any cash collateral paid to a given counterparty, as such payments would be calculated after netting all derivative exposures, including any credit derivatives with that counterparty in accordance with a related master netting agreement. Due to such netting processes, determining the amount of collateral that corresponds to credit derivative exposures alone is not possible. The Company actively monitors open credit-risk exposures and manages this exposure by using a variety of strategies, including purchased credit derivatives, cash collateral or direct holdings of the referenced assets. This risk mitigation activity is not captured in the table above.



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Credit-Risk-Related Contingent Features in Derivatives
Certain derivative instruments contain provisions that require the Company to either post additional collateral or immediately settle any outstanding liability balances upon the occurrence of a specified event related to the credit risk of the Company. These events, which are defined by the existing derivative contracts, are primarily downgrades in the credit ratings of the Company and its affiliates. The fair value (excluding CVA) of all derivative instruments with credit-risk-related contingent features that were in a net liability position at both March 31, 2016 and December 31, 2015 was $ 26 billion and $ 22 billion , respectively. The Company had posted $ 22 billion and $ 19 billion as collateral for this exposure in the normal course of business as of March 31, 2016 and December 31, 2015 , respectively.
A downgrade could trigger additional collateral or cash settlement requirements for the Company and certain affiliates. In the event that Citigroup and Citibank were downgraded a single notch by all three major rating agencies as of March 31, 2016 , the Company could be required to post an additional $ 2.0 billion as either collateral or settlement of the derivative transactions. Additionally, the Company could be required to segregate with third-party custodians collateral previously received from existing derivative counterparties in the amount of $ 0.1 billion upon the single notch downgrade, resulting in aggregate cash obligations and collateral requirements of approximately $ 2.1 billion .

Derivatives Accompanied by Financial Asset Transfers
The Company executes total return swaps which provide it with synthetic exposure to substantially all of the economic return of the securities or other financial assets referenced in the contract. In certain cases, the derivative transaction is accompanied by the Company’s transfer of the referenced financial asset to the derivative counterparty, most typically in response to the derivative counterparty’s desire to hedge, in whole or in part, its synthetic exposure under the derivative contract by holding the referenced asset in funded form. In certain jurisdictions these transactions qualify as sales, resulting in derecognition of the securities transferred (see 2015 Annual Report on Form 10-K, Note 1 to the Consolidated Financial Statements for further discussion of the related sale conditions for transfers of financial assets). For a significant portion of the transactions, the Company has also executed another total return swap where the Company passes on substantially all of the economic return of the referenced securities to a different third party seeking the exposure. In those cases, the Company is not exposed, on a net basis, to changes in the economic return of the referenced securities.
These transactions generally involve the transfer of the Company’s liquid government bonds, convertible bonds, or publicly traded corporate equity securities from the trading portfolio and are executed with third-party financial institutions. The accompanying derivatives are typically total return swaps. The derivatives are cash settled and subject to ongoing margin requirements.
When the conditions for sale accounting are met, the Company reports the transfer of the referenced financial asset as a sale and separately reports the accompanying derivative
 
transaction. These transactions generally do not result in a gain or loss on the sale of the security, because the transferred security was held at fair value in the Company’s trading portfolio. For transfers of financial assets accounted for by the Company as a sale, where the Company has retained substantially all of the economic exposure to the transferred asset through a total return swap executed in contemplation of the initial sale with the same counterparty and still outstanding as of March 31, 2016 , both the asset carrying amounts derecognized and gross cash proceeds received as of the date of derecognition were $1.1 billion . At March 31, 2016 , the fair value of these previously derecognized assets was $1.1 billion and the fair value of the total return swaps was $29 million recorded as gross derivative assets and $5 million recorded as gross derivative liabilities. The balances for the total return swaps are on a gross basis, before the application of counterparty and cash collateral netting, and are included primarily as equity derivatives in the tabular disclosures in this Note.



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22.   FAIR VALUE MEASUREMENT
ASC 820-10 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 and other positions as well as 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 are developed using market data and reflect market participant assumptions, 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 .

As required under the fair value hierarchy, the Company considers relevant and observable market inputs 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 fair value using the procedures set out below, irrespective of whether the assets and liabilities are measured at fair value as a result of an election or whether they are required to be measured at fair value.
When available, the Company 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.
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 observability of 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.
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 and option volatilities. 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.
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
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.


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Liquidity adjustments are applied to items in Level 2 or Level 3 of the fair-value hierarchy in an effort to ensure that the fair value reflects the price at which the position could be liquidated. The liquidity adjustment is based on the bid/offer spread for an instrument. When Citi has elected to measure certain portfolios of financial investments, such as derivatives, on the basis of the net open risk position, the liquidity adjustment may be adjusted to take into account the size of the position.
Credit valuation adjustments (CVA) and funding valuation adjustments (FVA), are applied to over-the-counter (OTC) derivative instruments in which the base valuation generally discounts expected cash flows using the relevant base interest rate curve for the currency of the derivative (e.g., LIBOR for uncollateralized U.S.-dollar derivatives). As not all counterparties have the same credit risk as that implied by the relevant base curve, a CVA is necessary to incorporate the market view of both counterparty credit risk and Citi’s own credit risk in the valuation. FVA reflects a market funding risk premium inherent in the uncollateralized portion of derivative portfolios, and in collateralized derivatives where the terms of the agreement do not permit the reuse of the collateral received.
Citi’s CVA and FVA methodology is composed of two steps.

First, the exposure profile for each counterparty is determined using the terms of all individual derivative positions and a Monte Carlo simulation or other quantitative analysis to generate a series of expected cash flows at future points in time. The calculation of this exposure profile considers the effect of credit risk mitigants and sources of funding, including pledged cash or other collateral and any legal right of offset that exists with a counterparty through arrangements such as netting agreements. Individual derivative contracts that are subject to an enforceable master netting agreement with a counterparty are aggregated as a netting set for this purpose, since it is those aggregate net cash flows that are subject to nonperformance risk. This process identifies specific, point-in-time future cash flows that are subject to nonperformance risk and unsecured funding, rather than using the current recognized net asset or liability as a basis to measure the CVA and FVA.
Second, for CVA, market-based views of default probabilities derived from observed credit spreads in the credit default swap (CDS) market are applied to the expected future cash flows determined in step one. Citi’s own-credit CVA is determined using Citi-specific CDS spreads for the relevant tenor. Generally, counterparty CVA is determined using CDS spread indices for each credit rating and tenor. For certain identified netting sets where individual analysis is practicable (e.g., exposures to counterparties with liquid CDSs), counterparty-specific CDS spreads are used. For FVA, a term structure of future liquidity spreads is applied to the expected future funding requirement.
 
The CVA and FVA are designed to incorporate a market view of the credit and funding risk, respectively, inherent in the derivative portfolio. However, most unsecured derivative instruments are negotiated bilateral contracts and are not commonly transferred to third parties. Derivative instruments are normally settled contractually or, if terminated early, are terminated at a value negotiated bilaterally between the counterparties. Thus, the CVA and FVA may not be realized upon a settlement or termination in the normal course of business. In addition, all or a portion of these adjustments may be reversed or otherwise adjusted in future periods in the event of changes in the credit or funding risk associated with the derivative instruments.
The table below summarizes the CVA and FVA applied to the fair value of derivative instruments at March 31, 2016 and 2015:
 
Credit and funding valuation adjustments
contra-liability (contra-asset)
In millions of dollars
March 31,
2016
December 31,
2015
Counterparty CVA
$
(1,889
)
$
(1,470
)
Asset FVA
(664
)
(584
)
Citigroup (own-credit) CVA
609

471

Liability FVA
135

106

Total CVA—derivative instruments (1)
$
(1,809
)
$
(1,477
)

(1)
FVA is included with CVA for presentation purposes.

The table below summarizes pretax gains (losses) related to changes in CVA on derivative instruments, net of hedges, FVA on derivatives and debt valuation adjustments (DVA) on Citi’s own fair value option (FVO) liabilities for the years indicated:
 
Credit/funding/debt valuation
adjustments gain (loss)
 
Three Months Ended March 31,
In millions of dollars
2016
2015
Counterparty CVA
$
(108
)
$
(139
)
Asset FVA
(80
)
(42
)
Own-credit CVA
135

(36
)
Liability FVA
29

57

Total CVA—derivative instruments (1)
$
(24
)
$
(160
)
DVA related to own FVO liabilities (2)
$
307

$
87


(1)
FVA is included with CVA for presentation purposes.
(2)
Effective January 1, 2016, Citigroup early adopted on a prospective basis only the provisions of ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825-01): Recognition and Measurement of Financial Assets and Financial Liabilities, related to the presentation of DVA on fair value option liabilities. Accordingly, beginning in the first quarter 2016, the portion of the change in fair value of these liabilities related to changes in Citigroup’s own credit spreads (DVA) is reflected as a component of AOCI; previously these amounts were recognized in Citigroup’s revenues and net income. DVA amounts in AOCI will be recognized in revenue and net income if realized upon the settlement of the related liability.


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Valuation Process for 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.
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 to 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, price verification procedures are performed that 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 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 an 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. 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 these 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. These 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 recorded 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 in active markets to determine the fair value of trading securities; such items are classified as Level 1 of the fair value hierarchy. Examples include 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 sources, including third-party 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.
When 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


179



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.
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. The valuation of certain asset-backed security (ABS) CDO positions utilizes prices based on the underlying assets of the ABS CDO.

Trading Account Assets and Liabilities—Derivatives
Exchange-traded derivatives, measured at fair value using quoted (i.e., exchange) prices in active markets, where available, are classified as Level 1 of the fair value hierarchy.
Derivatives without a quoted price in an active market and derivatives executed over the counter are valued using internal valuation techniques. These derivative instruments are classified as either Level 2 or Level 3 depending upon the observability of the significant inputs to the model.
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 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 (OIS) curves as fair value measurement inputs for the valuation of certain collateralized derivatives. Citi uses the relevant benchmark curve for the currency of the derivative (e.g., the London Interbank Offered Rate for U.S. dollar derivatives) as the discount rate for uncollateralized derivatives.
Citi’s FVA methodology leverages the existing CVA methodology to estimate a funding exposure profile. The calculation of this exposure profile considers collateral agreements where the terms do not permit the firm to reuse the collateral received, including where counterparties post collateral to third-party custodians.

Investments
The investments category includes available-for-sale debt and marketable equity securities whose fair values are generally determined by utilizing similar procedures described for trading securities above or, in some cases, using vendor pricing as the primary source.
Also included in investments are nonpublic investments in private equity and real estate entities. Determining the fair value of nonpublic securities involves a significant degree of management judgment, as no quoted prices exist and such securities are generally 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.
Private equity securities are generally classified as Level 3 of the fair value hierarchy.
In addition, the Company holds investments in certain alternative investment funds that calculate NAV per share, including hedge funds, private equity funds and real estate funds. Investments in funds are generally classified as non-marketable equity securities carried at fair value. The fair values of these investments are estimated using the NAV per share of the Company’s ownership interest in the funds where it is not probable that the investment will be realized at a price other than the NAV. Consistent with the provisions of ASU No. 2015-07 these investments have not been categorized within the fair value hierarchy and are not included in the tables below. See Note 13 to the Consolidated Financial Statements for additional information.

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 when all significant inputs are readily observable.
The Company determines the fair value of hybrid financial instruments, including structured liabilities, 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 or 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.


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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.



181



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 March 31, 2016 and December 31, 2015 . 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 tables:



Fair Value Levels
In millions of dollars at March 31, 2016
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
$

$
172,582

$
1,909

$
174,491

$
(32,711
)
$
141,780

Trading non-derivative assets
 
 
 
 
 
 
Trading mortgage-backed securities
 
 
 
 
 
 
U.S. government-sponsored agency guaranteed

26,987

1,039

28,026


28,026

Residential

288

1,192

1,480


1,480

Commercial

1,791

581

2,372


2,372

Total trading mortgage-backed securities
$

$
29,066

$
2,812

$
31,878

$

$
31,878

U.S. Treasury and federal agency securities
$
28,196

$
3,964

$
3

$
32,163

$

$
32,163

State and municipal

3,433

209

3,642


3,642

Foreign government
40,982

21,722

219

62,923


62,923

Corporate
357

14,555

477

15,389


15,389

Equity securities
42,925

2,428

3,755

49,108


49,108

Asset-backed securities

753

2,814

3,567


3,567

Other trading assets

9,459

2,574

12,033


12,033

Total trading non-derivative assets
$
112,460

$
85,380

$
12,863

$
210,703

$

$
210,703

Trading derivatives




 
 
Interest rate contracts
$
52

$
540,555

$
2,321

$
542,928

 
 
Foreign exchange contracts
49

157,654

937

158,640

 
 
Equity contracts
2,837

19,807

1,536

24,180

 
 
Commodity contracts
179

14,964

890

16,033

 
 
Credit derivatives

29,056

3,467

32,523

 
 
Total trading derivatives
$
3,117

$
762,036

$
9,151

$
774,304

 
 
Cash collateral paid (3)
 
 
 
$
6,424

 
 
Netting agreements
 
 
 
 
$
(663,872
)
 
Netting of cash collateral received
 
 
 
 
(53,812
)
 
Total trading derivatives
$
3,117

$
762,036

$
9,151

$
780,728

$
(717,684
)
$
63,044

Investments
 
 
 
 
 
 
Mortgage-backed securities
 
 
 
 
 
 
U.S. government-sponsored agency guaranteed
$

$
44,118

$
111

$
44,229

$

$
44,229

Residential

5,553


5,553


5,553

Commercial

381

3

384


384

Total investment mortgage-backed securities
$

$
50,052

$
114

$
50,166

$

$
50,166

U.S. Treasury and federal agency securities
$
109,792

$
11,199

$
3

$
120,994

$

$
120,994

State and municipal

8,903

2,098

11,001


11,001

Foreign government
44,586

54,581

175

99,342


99,342

Corporate
4,067

12,476

498

17,041


17,041

Equity securities
646

77

126

849


849

Asset-backed securities

8,086

701

8,787


8,787

Other debt securities

594


594


594

Non-marketable equity securities (4)

40

1,165

1,205


1,205

Total investments
$
159,091

$
146,008

$
4,880

$
309,979

$

$
309,979


182



In millions of dollars at March 31, 2016
Level 1 (1)
Level 2 (1)
Level 3
Gross
inventory
Netting (2)
Net
balance
Loans (5)
$

$
3,070

$
1,723

$
4,793

$

$
4,793

Mortgage servicing rights


1,524

1,524


1,524

Non-trading derivatives and other financial assets measured on a recurring basis, gross
$

$
9,097

$
57

$
9,154

 
 
Cash collateral paid (6)
 
 
 
11

 
 
Netting of cash collateral received
 
 
 
 
$
(2,102
)
 
Non-trading derivatives and other financial assets measured on a recurring basis
$

$
9,097

$
57

$
9,165

$
(2,102
)
$
7,063

Total assets
$
274,668

$
1,178,173

$
32,107

$
1,491,383

$
(752,497
)
$
738,886

Total as a percentage of gross assets (7)
18.5
%
79.3
%
2.2
%






Liabilities
 
 
 
 
 
 
Interest-bearing deposits
$

$
1,376

$
191

$
1,567

$

$
1,567

Federal funds purchased and securities loaned or sold under agreements to repurchase

69,058

1,238

70,296

(32,711
)
37,585

Trading account liabilities
 
 
 
 
 
 
Securities sold, not yet purchased
$
65,618

$
7,505

$
118

$
73,241

$

$
73,241

Other trading liabilities

136


136


136

Total trading liabilities
$
65,618

$
7,641

$
118

$
73,377

$

$
73,377

Trading derivatives
 
 
 
 
 
 
Interest rate contracts
$
54

$
517,020

$
3,076

$
520,150

 
 
Foreign exchange contracts
13

162,350

642

163,005

 
 
Equity contracts
2,743

24,243

2,412

29,398

 
 
Commodity contracts
242

15,580

2,839

18,661

 
 
Credit derivatives

28,742

3,788

32,530

 
 
Total trading derivatives
$
3,052

$
747,935

$
12,757

$
763,744

 
 
Cash collateral received (8)
 
 
 
$
13,891

 
 
Netting agreements
 
 
 
 
$
(663,872
)
 
Netting of cash collateral paid
 
 
 
 
(50,994
)
 
Total trading derivatives
$
3,052

$
747,935

$
12,757

$
777,635

$
(714,866
)
$
62,769

Short-term borrowings
$

$
1,330

$
46

$
1,376

$

$
1,376

Long-term debt

19,425

7,678

27,103


27,103

Non-trading derivatives and other financial liabilities measured on a recurring basis, gross
$

$
2,147

$
14

$
2,161

 
 
Cash collateral received (9)
 
 
 
40

 
 
Netting of cash collateral paid
 
 
 
 
$
(44
)
 
Total non-trading derivatives and other financial liabilities measured on a recurring basis
$

$
2,147

$
14

$
2,201

$
(44
)
$
2,157

Total liabilities
$
68,670

$
848,912

$
22,042

$
953,555

$
(747,621
)
$
205,934

Total as a percentage of gross liabilities (7)
7.3
%
90.3
%
2.3
%
 
 
 

(1)
For the three months ended March 31, 2016, the Company transferred assets of approximately $0.2 billion from Level 1 to Level 2, respectively, primarily related to foreign government securities not traded in active markets. During the three months ended March 31, 2016, the Company transferred assets of approximately $1.3 billion from Level 2 to Level 1, respectively, primarily related to foreign government bonds traded with sufficient frequency to constitute an active market. During the three months ended March 31, 2016, there were no material transfers of liabilities from Level 1 to Level 2 or 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)
Reflects the net amount of $57,418 million of gross cash collateral paid, of which $50,994 million was used to offset trading derivative liabilities.
(4)
Amounts exclude $0.8 billion investments measured at Net Asset Value (NAV) in accordance with ASU No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).
(5)
There is no allowance for loan losses recorded for loans reported at fair value.
(6)
Reflects the net amount of $55 million of gross cash collateral paid, of which $ 44 million was used to offset non-trading derivative liabilities.
(7)
Because the amount of the cash collateral paid/received has not been allocated to the Level 1, 2 and 3 subtotals, these percentages are calculated based on total assets and liabilities measured at fair value on a recurring basis, excluding the cash collateral paid/received on derivatives.
(8)
Reflects the net amount of $67,703 million of gross cash collateral received, of which $53,812 million  was used to offset trading derivative assets.
(9)
Reflects the net amount of $2,142 million of gross cash collateral received, of which $2,102 million was used to offset non-trading derivative assets.

183



Fair Value Levels
In millions of dollars at December 31, 2015
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
$

$
177,538

$
1,337

$
178,875

$
(40,911
)
$
137,964

Trading non-derivative assets
 
 
 
 
 
 
Trading mortgage-backed securities
 
 
 
 
 
 
U.S. government-sponsored agency guaranteed

24,023

744

24,767


24,767

Residential

1,059

1,326

2,385


2,385

Commercial

2,338

517

2,855


2,855

Total trading mortgage-backed securities
$

$
27,420

$
2,587

$
30,007

$

$
30,007

U.S. Treasury and federal agency securities
$
14,208

$
3,587

$
1

$
17,796

$

$
17,796

State and municipal

2,345

351

2,696


2,696

Foreign government
35,715

20,697

197

56,609


56,609

Corporate
302

13,759

376

14,437


14,437

Equity securities
50,429

2,382

3,684

56,495


56,495

Asset-backed securities

1,217

2,739

3,956


3,956

Other trading assets

9,293

2,483

11,776


11,776

Total trading non-derivative assets
$
100,654

$
80,700

$
12,418

$
193,772

$

$
193,772

Trading derivatives
 
 
 
 
 
 
Interest rate contracts
$
9

$
412,802

$
2,083

$
414,894

 
 
Foreign exchange contracts
5

128,189

1,123

129,317

 
 
Equity contracts
2,422

17,866

1,597

21,885

 
 
Commodity contracts
204

16,706

1,100

18,010

 
 
Credit derivatives

31,082

3,793

34,875

 
 
Total trading derivatives
$
2,640

$
606,645

$
9,696

$
618,981

 
 
Cash collateral paid (3)
 
 
 
$
4,911

 
 
Netting agreements
 
 
 
 
$
(524,481
)
 
Netting of cash collateral received
 
 
 
 
(43,227
)
 
Total trading derivatives
$
2,640

$
606,645

$
9,696

$
623,892

$
(567,708
)
$
56,184

Investments
 
 
 
 
 
 
Mortgage-backed securities
 
 
 
 
 
 
U.S. government-sponsored agency guaranteed
$

$
39,575

$
139

$
39,714

$

$
39,714

Residential

5,982

4

5,986


5,986

Commercial

569

2

571


571

Total investment mortgage-backed securities
$

$
46,126

$
145

$
46,271

$

$
46,271

U.S. Treasury and federal agency securities
$
111,536

$
11,375

$
4

$
122,915

$

$
122,915

State and municipal

9,267

2,192

11,459


11,459

Foreign government
42,073

49,868

260

92,201


92,201

Corporate
3,605

11,595

603

15,803


15,803

Equity securities
430

71

124

625


625

Asset-backed securities

8,578

596

9,174


9,174

Other debt securities

688


688


688

Non-marketable equity securities (4)

58

1,135

1,193


1,193

Total investments
$
157,644

$
137,626

$
5,059

$
300,329

$

$
300,329


184



In millions of dollars at December 31, 2015
Level 1 (1)
Level 2 (1)
Level 3
Gross
inventory
Netting (2)
Net
balance
Loans (5)
$

$
2,839

$
2,166

$
5,005

$

$
5,005

Mortgage servicing rights


1,781

1,781


1,781

Non-trading derivatives and other financial assets measured on a recurring basis, gross
$

$
7,882

$
180

$
8,062

 
 
Cash collateral paid (6)
 
 
 
8

 
 
Netting of cash collateral received
 
 
 
 
$
(1,949
)
 
Non-trading derivatives and other financial assets measured on a recurring basis
$

$
7,882

$
180

$
8,070

$
(1,949
)
$
6,121

Total assets
$
260,938

$
1,013,230

$
32,637

$
1,311,724

$
(610,568
)
$
701,156

Total as a percentage of gross assets (7)
20.0
%
77.5
%
2.5
%
 
 
 
Liabilities
 
 
 
 
 
 
Interest-bearing deposits
$

$
1,156

$
434

$
1,590

$

$
1,590

Federal funds purchased and securities loaned or sold under agreements to repurchase

76,507

1,247

77,754

(40,911
)
36,843

Trading account liabilities
 
 
 
 
 
 
Securities sold, not yet purchased
48,452

9,176

199

57,827


57,827

Other trading liabilities

2,093


2,093


2,093

Total trading liabilities
$
48,452

$
11,269

$
199

$
59,920

$

$
59,920

Trading account derivatives
 
 
 
 
 
 
Interest rate contracts
$
5

$
393,321

$
2,578

$
395,904

 
 
Foreign exchange contracts
6

133,404

503

133,913

 
 
Equity contracts
2,244

21,875

2,397

26,516

 
 
Commodity contracts
263

17,329

2,961

20,553

 
 
Credit derivatives

30,682

3,486

34,168

 
 
Total trading derivatives
$
2,518

$
596,611

$
11,925

$
611,054

 
 
Cash collateral received (8)
 
 
 
$
13,628

 
 
Netting agreements
 
 
 
 
$
(524,481
)
 
Netting of cash collateral paid
 
 
 
 
(42,609
)
 
Total trading derivatives
$
2,518

$
596,611

$
11,925

$
624,682

$
(567,090
)
$
57,592

Short-term borrowings
$

$
1,198

$
9

$
1,207

$

$
1,207

Long-term debt

18,342

6,951

25,293


25,293

Non-trading derivatives and other financial liabilities measured on a recurring basis, gross
$

$
1,626

$
14

$
1,640

 
 
Cash collateral received (9)
 
 
 
37

 
 
Netting of cash collateral paid
 
 
 
 
$
(53
)
 
Non-trading derivatives and other financial liabilities measured on a recurring basis
$

$
1,626

$
14

$
1,677

$
(53
)
$
1,624

Total liabilities
$
50,970

$
706,709

$
20,779

$
792,123

$
(608,054
)
$
184,069

Total as a percentage of gross liabilities (7)
6.5
%
90.8
%
2.7
%
 
 
 

(1)
In 2015, the Company transferred assets of approximately $3.3 billion from Level 1 to Level 2, respectively, primarily related to foreign government securities and equity securities not traded in active markets. In 2015, the Company transferred assets of approximately $4.4 billion from Level 2 to Level 1, respectively, primarily related to foreign government bonds and equity securities traded with sufficient frequency to constitute a liquid market. In 2015, the Company transferred liabilities of approximately $0.6 billion from Level 2 to Level 1. In 2015, the Company transferred liabilities of approximately $0.4 billion from Level 1 to Level 2.
(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)
Reflects the net amount of $47,520 million of gross cash collateral paid, of which $42,609 million was used to offset trading derivative liabilities.
(4)
Amounts exclude $0.9 billion investments measured at Net Asset Value (NAV) in accordance with ASU No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).
(5)
There is no allowance for loan losses recorded for loans reported at fair value.
(6)
Reflects the net amount of $61 million of gross cash collateral paid, of which $53 million was used to offset non-trading derivative liabilities.
(7)
Because the amount of the cash collateral paid/received has not been allocated to the Level 1, 2 and 3 subtotals, these percentages are calculated based on total assets and liabilities measured at fair value on a recurring basis, excluding the cash collateral paid/received on derivatives.
(8)
Reflects the net amount of $56,855 million of gross cash collateral received, of which $43,227 million was used to offset trading derivative assets.
(9)
Reflects the net amount of $1,986 million of gross cash collateral received, of which $1,949 million was used to offset non-trading derivative assets.

185



Changes in Level 3 Fair Value Category
The following tables present the changes in the Level 3 fair value category for the three months ended March 31, 2016 and 2015 . 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) incl. in
Transfers
 
 
 
 
 
Unrealized
gains
(losses)
still held
(3)
In millions of dollars
Dec. 31, 2015
Principal
transactions
Other (1)(2)
into
Level 3
out of
Level 3
Purchases
Issuances
Sales
Settlements
Mar. 31, 2016
Assets
 
 
 
 
 
 
 
 
 
 
 
Federal funds sold and securities borrowed or purchased under agreements to resell
$
1,337

$
70

$

$

$

$
503

$

$

$
(1
)
$
1,909

$

Trading non-derivative assets
 
 
 
 
 
 
 
 
 
 
 
Trading mortgage-backed securities
 
 
 
 
 
 
 
 
 
 
 
U.S. government-sponsored agency guaranteed
744

12


335

(220
)
356


(191
)
3

1,039

1

Residential
1,326

49


104

(43
)
211


(455
)

1,192


Commercial
517

9


56

(27
)
245


(219
)

581


Total trading mortgage-backed securities
$
2,587

$
70

$

$
495

$
(290
)
$
812

$

$
(865
)
$
3

$
2,812

$
1

U.S. Treasury and federal agency securities
$
1

$

$

$
2

$

$

$

$

$

$
3

$

State and municipal
351

7


13

(159
)
103


(106
)

209


Foreign government
197

(1
)

2

(4
)
41


(16
)

219


Corporate
376

12


45

(16
)
169


(109
)

477

2

Equity securities
3,684

(44
)

93

(34
)
79


(23
)

3,755


Asset-backed securities
2,739

128


117

(14
)
492


(648
)

2,814


Other trading assets
2,483

(27
)

778

(613
)
283

11

(331
)
(10
)
2,574

(5
)
Total trading non-derivative assets
$
12,418

$
145

$

$
1,545

$
(1,130
)
$
1,979

$
11

$
(2,098
)
$
(7
)
$
12,863

$
(2
)
Trading derivatives, net (4)
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
$
(495
)
$
(508
)
$

$
165

$
90

$
5

$

$
(3
)
$
(9
)
$
(755
)
$
(9
)
Foreign exchange contracts
620

(353
)

3

30

17


(39
)
17

295

2

Equity contracts
(800
)
32


75

(144
)
24


(59
)
(4
)
(876
)

Commodity contracts
(1,861
)
(142
)

(52
)
10




96

(1,949
)
(1
)
Credit derivatives
307

(515
)

(81
)
29

1



(62
)
(321
)
(1
)
Total trading derivatives, net (4)
$
(2,229
)
$
(1,486
)
$

$
110

$
15

$
47

$

$
(101
)
$
38

$
(3,606
)
$
(9
)

186



 
 
Net realized/unrealized
gains (losses) incl. in
Transfers
 
 
 
 
 
Unrealized
gains
(losses)
still held
(3)
In millions of dollars
Dec. 31, 2015
Principal
transactions
Other (1)(2)
into
Level 3
out of
Level 3
Purchases
Issuances
Sales
Settlements
Mar. 31, 2016
Investments
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
 
 
 
 
 
 
 
 
 
 
 
U.S. government-sponsored agency guaranteed
$
139

$

$
(31
)
$
7

$
(39
)
$
39

$

$
(3
)
$
(1
)
$
111

$

Residential
4


1





(5
)



Commercial
2



3

(2
)




3


Total investment mortgage-backed securities
$
145

$

$
(30
)
$
10

$
(41
)
$
39

$

$
(8
)
$
(1
)
$
114

$

U.S. Treasury and federal agency securities
$
4

$

$

$

$

$

$

$
(1
)
$

$
3

$

State and municipal
2,192


35

261

(409
)
151


(132
)

2,098


Foreign government
260


2

33


62


(182
)

175


Corporate
603


14

5

(37
)
1


(88
)

498


Equity securities
124



2






126


Asset-backed securities
596


(26
)

(1
)
132




701


Other debt securities











Non-marketable equity securities
1,135


(2
)
38


12



(18
)
1,165


Total investments
$
5,059

$

$
(7
)
$
349

$
(488
)
$
397

$

$
(411
)
$
(19
)
$
4,880

$

Loans
$
2,166

$

$
(77
)
$
89

$
(538
)
$
359

$
161

$
(378
)
$
(59
)
$
1,723

$
7

Mortgage servicing rights
1,781


(225
)



33

14

(79
)
1,524

57

Other financial assets measured on a recurring basis
180


17

3

(3
)

63

(120
)
(83
)
57

(317
)
Liabilities
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits
$
434

$

$
(4
)
$
4

$
(209
)
$

$
4

$

$
(46
)
$
191

$

Federal funds purchased and securities loaned or sold under agreements to repurchase
1,247

(25
)





16

(50
)
1,238


Trading account liabilities
 
 
 
 
 
 
 
 
 
 
 
Securities sold, not yet purchased
199

25


59

(25
)


36

(126
)
118

(2
)
Short-term borrowings
9

(3
)

5

(4
)

34


(1
)
46

(4
)
Long-term debt
6,951

46


509

(1,087
)

1,440


(89
)
7,678


Other financial liabilities measured on a recurring basis
14


(8
)

(4
)
(4
)
1


(1
)
14

(5
)
(1)
Changes in fair value for available-for-sale investments are recorded in AOCI, unless related to other-than-temporary impairment, while gains and losses from sales are recorded in Realized gains (losses) from sales of investments on the Consolidated Statement of Income. Effective January 1, 2016, changes in fair value of fair value option liabilities related to changes in Citigroup’s own credit spreads (DVA) are reflected as a component of Accumulated other comprehensive income (AOCI).
(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 AOCI for changes in fair value of 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 March 31, 2016 .
(4)
Total Level 3 derivative assets and liabilities have been netted in these tables for presentation purposes only.




187



 
 
Net realized/unrealized
gains (losses) incl. in
Transfers
 
 
 
 
 
Unrealized
gains
(losses)
still held
(3)
In millions of dollars
Dec. 31, 2014
Principal
transactions
Other (1)(2)
into
Level 3
out of
Level 3
Purchases
Issuances
Sales
Settlements
Mar. 31, 2015
Assets
 
 
 
 
 
 
 
 
 
 
 
Federal funds sold and securities borrowed or purchased under agreements to resell
$
3,398

$
(40
)
$

$

$
(100
)
$
764

$

$

$

$
4,022

$
71

Trading non-derivative assets
 
 
 
 
 
 
 
 
 
 
 
Trading mortgage-backed securities
 
 
 
 
 
 
 
 
 
 
 
U.S. government-sponsored agency guaranteed
1,085

3


294

(510
)
167


(221
)

818

(2
)
Residential
2,680

77


45

(216
)
498


(954
)

2,130

(106
)
Commercial
440

15


88

(13
)
320


(251
)

599

(4
)
Total trading mortgage-backed securities
$
4,205

$
95

$

$
427

$
(739
)
$
985

$

$
(1,426
)
$

$
3,547

$
(112
)
U.S. Treasury and federal agency securities
$

$

$

$

$

$

$

$

$

$

$

State and municipal
241

(8
)

14

(7
)
9


(2
)

247

(7
)
Foreign government
206

(3
)

27

(92
)
66


(40
)
(49
)
115

1

Corporate
820

76


13

(59
)
347


(430
)

767

32

Equity securities
2,219

(21
)

124

(15
)
382


(91
)

2,598

5

Asset-backed securities
3,294

127


65

(34
)
1,063


(962
)

3,553

194

Other trading assets
4,372

(141
)

210

(392
)
1,002

13

(663
)
(8
)
4,393

(15
)
Total trading non-derivative assets
$
15,357

$
125

$

$
880

$
(1,338
)
$
3,854

$
13

$
(3,614
)
$
(57
)
$
15,220

$
98

Trading derivatives, net (4)
 
 
 
 
 
 
 
 
 
 
 
Interest rate contracts
$
(211
)
$
(70
)
$

$
(134
)
$
7

$
6

$

$
(3
)
$
71

$
(334
)
$
(282
)
Foreign exchange contracts
778

(301
)

41

4

91


(95
)
128

646

174

Equity contracts
(863
)
(29
)

(23
)
101

89


(65
)
16

(774
)
110

Commodity contracts
(1,622
)
(334
)

182

16




29

(1,729
)
(263
)
Credit derivatives
(743
)
(98
)

82

53




43

(663
)
(187
)
Total trading derivatives, net (4)
$
(2,661
)
$
(832
)
$

$
148

$
181

$
186

$

$
(163
)
$
287

$
(2,854
)
$
(448
)
Investments
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
 
 
 
 
 
 
 
 
 
 
 
U.S. government-sponsored agency guaranteed
$
38

$

$
(1
)
$
45

$
(12
)
$

$

$

$

$
70

$
(2
)
Residential
8


2







10

2

Commercial
1



2

(1
)




2


Total investment mortgage-backed securities
$
47

$

$
1

$
47

$
(13
)
$

$

$

$

$
82

$

U.S. Treasury and federal agency securities
$
6

$

$

$

$

$

$

$
(1
)
$

$
5

$

State and municipal
2,180


32

105

(139
)
233


(164
)

2,247

13

Foreign government
678


51


(105
)
174


(111
)
(112
)
575

(22
)
Corporate
672


(26
)
2

(41
)
14


(4
)
(33
)
584

(20
)
Equity securities
681


(88
)
7

(3
)


(78
)

519

(3
)
Asset-backed securities
549


(40
)

(10
)
19


(1
)

517

(39
)
Other debt securities











Non-marketable equity securities
2,525


22


(1
)
1



(262
)
2,285

25

Total investments
$
7,338

$

$
(48
)
$
161

$
(312
)
$
441

$

$
(359
)
$
(407
)
$
6,814

$
(46
)

188



 
 
Net realized/unrealized
gains (losses) incl. in
Transfers
 
 
 
 
 
Unrealized
gains
(losses)
still held
(3)
In millions of dollars
Dec. 31, 2014
Principal
transactions
Other (1)(2)
into
Level 3
out of
Level 3
Purchases
Issuances
Sales
Settlements
Mar. 31, 2015
Loans
$
3,108

$

$
(54
)
$
689

$

$
209

$
321

$
(97
)
$
(270
)
$
3,906

$
(4
)
Mortgage servicing rights
1,845


(77
)



43

(32
)
(94
)
1,685

(77
)
Other financial assets measured on a recurring basis
78


6

66

(2
)
3

60

(5
)
(58
)
148

(33
)
Liabilities
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing deposits
$
486

$

$

$

$

$

$

$

$
(21
)
$
465

$
2

Federal funds purchased and securities loaned or sold under agreements to repurchase
1,043

(52
)





1

(36
)
1,060

(11
)
Trading account liabilities
 
 
 
 
 
 
 
 
 
 
 
Securities sold, not yet purchased
424

(10
)

92

(43
)


70

(330
)
223

(29
)
Short-term borrowings
344

(7
)

1

(12
)

16


(236
)
120

(21
)
Long-term debt
7,290

286


712

(947
)

949


(522
)
7,196

(193
)
Other financial liabilities measured on a recurring basis
7


(3
)


(1
)


(1
)
8

(1
)
(1)
Changes in fair value of available-for-sale investments are recorded in AOCI, unless related to other-than-temporary impairment, 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 AOCI for changes in fair value of 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 March 31, 2015 .
(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 for the period December 31, 2015 to March 31, 2016:

Transfers of Long-term debt of $0.5 billion from Level 2 to Level 3, and of $1.1 billion from Level 3 to Level 2, mainly related to structured debt, reflecting certain unobservable inputs becoming less significant and certain underlying market inputs being more observable.


 

There were no significant Level 3 transfers for the period from December 31, 2014 to March 31, 2015.





189



Valuation Techniques and Inputs for Level 3 Fair Value Measurements
The Company’s Level 3 inventory consists of both cash instruments and derivatives of varying complexity. The valuation methodologies used to measure the fair value of these positions include discounted cash flow analysis, 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. 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 March 31, 2016
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
$
1,909

Model-based
IR log-normal volatility
29.02
 %
137.02
%
37.90
 %
 
 
 
Interest rate
(0.36
)%
5.23
%
3.11
 %
Mortgage-backed securities
$
1,550

Price-based
Price
$
4.50

$
118.31

$
77.20

 
1,318

Yield analysis
Yield
0.91
 %
11.91
%
3.35
 %
State and municipal, foreign government, corporate and other debt securities
$
4,279

Price-based
Price
$

$
139.29

$
83.52

 
1,062

Cash flow
Credit spread
20 bps

600 bps

224 bps

Equity securities (5)
$
3,539

Model-based
WAL
1.25 years

29 years

1.76 years

 
 
 
Redemption rate
60.67
 %
60.67
%
60.67
 %
Asset-backed securities
$
3,276

Price-based
Price
$
6.00

$
101.00

$
62.80

Non-marketable equity
$
656

Comparables analysis
Discount to price
 %
90.00
%
22.07
 %
 
468

Price-based
EBITDA multiples
6.70
x
10.70
x
8.68
x
 
 
 
Price-to-book ratio
0.10
x
2.25
x
1.07
x
 
 
 
Price
$

$
127.57

$
58.26

Derivatives—gross (6)
 
 
 
 
 
 
Interest rate contracts (gross)
$
5,187

Model-based
IR log-normal volatility
29.02
 %
137.02
%
53.89
 %
 
 
 
Mean reversion
(5.60
)%
20.00
%
0.13
 %
Foreign exchange contracts (gross)
$
1,294

Model-based
Foreign exchange (FX) volatility
4.08
 %
31.85
%
13.21
 %
 
239

Cash flow
Interest rate
6.96
 %
7.50
%
7.50
 %
 
 
 
Forward price
9.90
 %
138.09
%
59.90
 %
 
 
 
IR-IR correlation
(51.00
)%
72.49
%
35.14
 %
 
 
 
Credit spread
9 bps

515 bps

238 bps

Equity contracts (gross) (7)
$
3,930

Model-based
Equity volatility
4.83
 %
60.23
%
25.99
 %
 
 
 
Equity forward
64.59
 %
116.77
%
91.62
 %
Commodity contracts (gross)
$
3,729

Model-based
Forward price
35.44
 %
274.18
%
128.34
 %
Credit derivatives (gross)
$
6,361

Model-based
Recovery rate
5.00
 %
75.00
%
30.06
 %
 
890

Price-based
Credit correlation
5.00
 %
95.00
%
47.32
 %
 
 
 
Upfront points
6.89
 %
100.00
%
65.11
 %
 
 
 
Price
$
0.09

$
101.72

$
76.34

 
 
 
Credit spread
4 bps

1,470 bps

221 bps


190



As of March 31, 2016
Fair value (1)
  (in millions)
Methodology
Input
Low (2)(3)
High (2)(3)
Weighted
average (4)
Nontrading derivatives and other financial assets and liabilities measured on a recurring basis (gross) (6)
$
72

Model-based
Redemption rate
5.05
 %
99.50
%
73.25
 %
 
 
 
Recovery rate
40.00
 %
40.00
%
40.00
 %
 
 
 
Credit spread
11 bps

194 bps

101 bps

 
 
 
Interest rate
3.26
 %
3.28
%
3.27
 %
Loans
$
930

Model-based
Price
$

$
108.53

$
30.81

 
$
669

Price-based
Yield
1.50
 %
4.50
%
2.46
 %
Mortgage servicing rights
$
1,433

Cash flow
Yield
 %
23.74
%
6.95
 %
 
 
 
WAL
3.15 years

7.56 years

4.94 years

Liabilities
 
 
 
 
 
 
Interest-bearing deposits
$
191

Model-based
Forward price
35.44
 %
274.18
%
129.66
 %
 
 
 
Commodity correlation
(43.68
)%
92.17
%
31.00
 %
 
 
 
Commodity volatility
2.00
 %
61.00
%
17.40
 %
 
 
 
Equity-IR correlation
26.00
 %
41.00
%
35.73
 %
Federal funds purchased and securities loaned or sold under agreements to repurchase
$
1,238

Model-based
Interest rate
1.01
 %
1.42
%
1.35
 %
Trading account liabilities
 
 
 
 
 
 
Securities sold, not yet purchased
$
104

Price-based
Price
$

$
100.63

$
52.44

Short-term borrowings and long-term debt
$
7,780

Model-based
Equity volatility
4.83
 %
51.52
%
23.68
 %
 
 
 
Equity forward
64.59
 %
116.77
%
93.61
 %
 
 
 
Equity-equity correlation
(5.00
)%
97.00
%
60.61
 %
 
 
 
Equity-FX correlation
(88.00
)%
58.00
%
(19.12
)%
 
 
 
Mean Reversion
(5.60
)%
20.00
%
9.82
 %
 
 
 
Forward price
35.44
 %
274.18
%
126.75
 %
As of December 31, 2015
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
$
1,337

Model-based
IR log-normal volatility
29.02
 %
137.02
%
37.90
 %
 
 
 
Interest rate
 %
2.03
%
0.27
 %
Mortgage-backed securities
$
1,287

Price-based
Price
$
3.45

$
109.21

$
78.25

 
1,377

Yield analysis
Yield
0.50
 %
14.07
%
4.83
 %
State and municipal, foreign government, corporate and other debt securities
$
3,761

Price-based
Price
$

$
217.00

$
79.41

 
1,719

Cash flow
Credit spread
20 bps

600 bps

251 bps

Equity securities (5)
$
3,499

Model-based
WAL
1.5 years

1.5 years

1.5 years

 
 
 
Redemption rate
41.21
 %
41.21
%
41.21
 %
Asset-backed securities
$
3,075

Price-based
Price
$
5.55

$
100.21

$
71.57

Non-marketable equity
$
633

Comparables analysis
EBITDA multiples
6.80
x
10.80
x
9.05
x
 
473

Price-based
Discount to price
 %
90.00
%
10.89
 %
 
 
 
Price-to-book ratio
0.19
x
1.09
x
0.60
x
 
 
 
Price
$

$
132.78

$
46.66

Derivatives—gross (6)
 
 
 
 
 
 
Interest rate contracts (gross)
$
4,553

Model-based
IR log-normal volatility
17.41
 %
137.02
%
37.60
 %
 
 
 
Mean reversion
(5.52
)%
20.00
%
0.71
 %

191



As of December 31, 2015
Fair value (1)
  (in millions)
Methodology
Input
Low (2)(3)
High (2)(3)
Weighted
average (4)
Foreign exchange contracts (gross)
$
1,326

Model-based
Foreign exchange (FX) volatility
0.38
 %
25.73
%
11.63
 %
 
275

Cash flow
Interest rate
7.50
 %
7.50
%
7.50
 %
 
 
 
Forward price
1.48
 %
138.09
%
56.80
 %
 
 
 
Credit spread
3 bps

515 bps

235 bps

 
 
 
IR-IR correlation
(51.00
)%
77.94
%
32.91
 %
 
 
 
IR-FX correlation
(20.30
)%
60.00
%
48.85
 %
Equity contracts (gross) (7)
$
3,976

Model-based
Equity volatility
11.87
 %
49.57
%
27.33
 %
 
 
 
Equity-FX correlation
(88.17
)%
65.00
%
(21.09
)%
 
 
 
Equity forward
82.72
 %
100.53
%
95.20
 %
 
 
 
Equity-equity correlation
(80.54
)%
100.00
%
49.54
 %
Commodity contracts (gross)
$
4,061

Model-based
Forward price
35.09
 %
299.32
%
112.98
 %
 
 
 
Commodity volatility
5.00
 %
83.00
%
24.00
 %
 
 
 
Commodity correlation
(57.00
)%
91.00
%
30.00
 %
Credit derivatives (gross)
$
5,849

Model-based
Recovery rate
1.00
 %
75.00
%
32.49
 %
 
1,424

Price-based
Credit correlation
5.00
 %
90.00
%
43.48
 %
 
 
 
Price
$
0.33

$
101.00

$
61.52

 
 
 
Credit spread
1 bps

967 bps

133 bps

 
 
 
Upfront points
7.00
 %
99.92
%
66.75
 %
Nontrading derivatives and other financial assets and liabilities measured on a recurring basis (gross) (6)
$
194

Model-based
Recovery rate
7.00
 %
40.00
%
10.72
 %
 
 
 
Redemption rate
27.00
 %
99.50
%
74.80
 %
 
 
 
Interest rate
5.26
 %
5.28
%
5.27
 %
Loans
$
750

Price-based
Yield
1.50
 %
4.50
%
2.52
 %
 
892

Model-based
Price
$

$
106.98

$
40.69

 
524

Cash flow
Credit spread
29 bps

500 bps

105 bps

Mortgage servicing rights
$
1,690

Cash flow
Yield
 %
23.32
%
6.83
 %
 
 
 
WAL
3.38 years

7.48 years

5.5 years

Liabilities
 
 
 
 
 
 
Interest-bearing deposits
$
434

Model-based
Equity-IR correlation
23.00
 %
39.00
%
34.51
 %
 
 
 
Forward price
35.09
 %
299.32
%
112.72
 %
 
 
 
Commodity correlation
(57.00
)%
91.00
%
30.00
 %
 
 
 
Commodity volatility
5.00
 %
83.00
%
24.00
 %
Federal funds purchased and securities loaned or sold under agreements to repurchase
$
1,245

Model-based
Interest rate
1.27
 %
2.02
%
1.92
 %
Trading account liabilities
 
 
 
 
 
 
Securities sold, not yet purchased
$
152

Price-based
Price
$

$
217.00

$
87.78

Short-term borrowings and long-term debt
$
7,004

Model-based
Mean reversion
(5.52
)%
20.00
%
7.80
 %
 
 
 
Equity volatility
9.55
 %
42.56
%
22.26
 %
 
 
 
Equity forward
82.72
 %
100.80
%
94.48
 %
 
 
 
Equity-equity correlation
(80.54
)%
100.00
%
49.16
 %
 
 
 
Forward price
35.09
 %
299.32
%
106.32
 %
 
 
 
Equity-FX correlation
(88.20
)%
56.85
%
(31.76
)%
(1)
The fair value amounts presented in these tables 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 only one large position.
(4)
Weighted averages are calculated based on the fair values of the instruments.
(5)
For equity securities, the price and fund NAV inputs are 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.

192



(7)
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 extent to which two or more variables change in relation to each other. 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 calculated using historical information. Estimating correlation can be especially difficult where it may vary over time. Calculating 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
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.
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.


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


193



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
Stronger companies have tighter credit spreads, and weaker companies have wider credit spreads. 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.

Price
Price 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.

Mean Reversion
A number of financial instruments require an estimate of the rate at which the interest rate reverts to its long-term average. Changes in this estimate can significantly affect the fair value of these instruments. However, sometimes there is insufficient external market data to calibrate this parameter, especially when pricing more complex instruments. The level of mean reversion affects the correlation between short- and long-term interest rates. The fair values of more complex instruments, such as Bermudan swaptions (options with multiple exercise dates) and constant maturity spread options or structured debts with these embedded features, are more sensitive to the changes in this correlation as compared to less complex instruments, such as caps and floors.



194



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 for which a nonrecurring fair value measurement was recorded during the three months ended:
In millions of dollars
Fair value
Level 2
Level 3
March 31, 2016
 
 
 
Loans held-for-sale
$
8,799

$
5,935

$
2,864

Other real estate owned
103

16

87

Loans (1)
987

275

712

Other Assets (2)
3,087

3,087


Total assets at fair value on a nonrecurring basis
$
12,976

$
9,313

$
3,663


In millions of dollars
Fair value
Level 2
Level 3
December 31, 2015
 
 
 
Loans held-for-sale
$
10,326

$
6,752

$
3,574

Other real estate owned
107

15

92

Loans (1)
1,173

836

337

Other Assets



Total assets at fair value on a nonrecurring basis
$
11,606

$
7,603

$
4,003

(1)
Represents impaired loans held for investment whose carrying amount is based on the fair value of the underlying collateral, primarily real estate secured loans.
(2)
Represents the carrying value of an equity investment which was impaired during the first quarter of 2016.

 
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 March 31, 2016
Fair value (1)
  (in millions)
Methodology
Input
Low (5)
High
Weighted
average (2)
Loans held-for-sale
$
2,735

Price-based
Price
$

$
100.00

$
77.32

 
 
 
Credit spread
 90 bps

 436 bps

 356 bps

Other real estate owned
$
85

Price-based
Discount to price (4)
0.34
%
13.00
%
2.93
%
 


 
Appraised value
$

$
8,894,122

$
4,437,154

Loans (3)
$
151

Price-based
Discount to price (4)
13.00
%
35.00
%
8.04
%
 
55

Cash flow
Price
$
2.25

$
58.00

$
24.00

(1)
The fair value amounts presented in this table represent the primary valuation technique or techniques for each class of assets or liabilities.
(2)
Weighted averages are calculated based on the fair values of the instruments.
(3)
Represents loans held for investment whose carrying amounts are based on the fair value of the underlying collateral.
(4)
Includes estimated costs to sell.
(5)
Some inputs are shown as zero due to rounding.


195



As of December 31, 2015
Fair value (1)
  (in millions)
Methodology
Input
Low (5)
High
Weighted
average (2)
Loans held-for-sale
$
3,486

Price-based
Price
$

$
100.00

$
81.05

Other real estate owned
$
90

Price-based
Discount to price (4)
0.34
%
13.00
%
2.86
%
 
2

 
Appraised value
$

$
8,518,230

$
3,813,045

Loans (3)
$
157

Recovery analysis
Recovery rate
11.79
%
60.00
%
23.49
%
 
87

Price-based
Discount to price (4)
13.00
%
34.00
%
7.99
%

(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 values of the instruments.
(3)
Represents loans held for investment whose carrying amounts are based on the fair value of the underlying collateral.
(4)
Includes estimated costs to sell.
(5)
Some inputs are shown as zero due to rounding.



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 were still held:
 
Three Months Ended March 31,
In millions of dollars
2016
Loans held-for-sale
$
3

Other real estate owned
(2
)
Loans (1)
(63
)
Other Assets (2)
(262
)
Total nonrecurring fair value gains (losses)
$
(324
)
(1)
Represents loans held for investment whose carrying amount is based on the fair value of the underlying collateral, primarily real estate loans.
(2)
Represents an impairment charge related to the carrying value of an equity investment. See Note 13 to the Consolidated Financial Statements.

 
Three Months Ended March 31,
In millions of dollars
2015
Loans held-for-sale
$
(6
)
Other real estate owned
(6
)
Loans (1)
(87
)
Other Assets

Total nonrecurring fair value gains (losses)
$
(99
)
(1)
Represents loans held for investment whose carrying amount is based on the fair value of the underlying collateral, primarily real estate loans.


196



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 that 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.

 
March 31, 2016
Estimated fair value
 
Carrying
value
Estimated
fair value
 
 
 
In billions of dollars
Level 1
Level 2
Level 3
Assets
 
 
 
 
 
Investments
$
42.4

$
43.6

$
3.5

$
37.9

$
2.2

Federal funds sold and securities borrowed or purchased under agreements to resell
83.3

83.3


79.0

4.3

Loans (1)(2)
599.3

603.4


6.4

597.0

Other financial assets (2)(3)
217.2

217.2

6.9

151.4

58.9

Liabilities
 
 
 
 
 
Deposits
$
933.0

$
925.0

$

$
774.2

$
150.8

Federal funds purchased and securities loaned or sold under agreements to repurchase
119.6

119.6


119.3

0.3

Long-term debt (4)
180.7

182.7


155.4

27.3

Other financial liabilities (5)
103.3

103.3


18.1

85.2


 
December 31, 2015
Estimated fair value
 
Carrying
value
Estimated
fair value
 
 
 
In billions of dollars
Level 1
Level 2
Level 3
Assets
 
 
 
 
 
Investments
$
41.7

$
42.7

$
3.5

$
36.4

$
2.8

Federal funds sold and securities borrowed or purchased under agreements to resell
81.7

81.7


77.4

4.3

Loans (1)(2)
597.5

599.4


6.0

593.4

Other financial assets (2)(3)
186.5

186.5

6.9

126.2

53.4

Liabilities
 
 
 
 
 
Deposits
$
906.3

$
896.7

$

$
749.4

$
147.3

Federal funds purchased and securities loaned or sold under agreements to repurchase
109.7

109.7


109.4

0.3

Long-term debt (4)
176.0

180.8


153.8

27.0

Other financial liabilities (5)
97.6

97.6


18.0

79.6


197



(1)
The carrying value of loans is net of the Allowance for loan losses of $12.7 billion for March 31, 2016 and $12.6 billion for December 31, 2015 . In addition, the carrying values exclude $2.0 billion and $2.4 billion of lease finance receivables at March 31, 2016 and December 31, 2015 , 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 under qualifying fair value hedges.
(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, as existing assets and liabilities run off and new transactions are executed. 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 estimated fair values of the Company’s corporate unfunded lending commitments at March 31, 2016 and December 31, 2015 were liabilities of $6.5 billion and $7.0 billion , respectively, substantially all of which are classified as Level 3. The Company does not estimate the fair values of consumer unfunded lending commitments, which are generally cancellable by providing notice to the borrower.



198



23.   FAIR VALUE ELECTIONS
The Company may elect to report most financial instruments and certain other items at fair value on an instrument-by-instrument basis with changes in fair value reported in earnings, other than DVA (see below). The election is made upon the initial recognition of an eligible financial asset, financial liability or firm commitment or when certain specified reconsideration events occur. The fair value election may not be revoked once made. The changes in fair value are recorded in current earnings, other than DVA, which from
 
January 1, 2016 is reported in AOCI. Additional discussion regarding the applicable areas in which fair value elections were made is presented in Note  22 to the Consolidated Financial Statements.
All servicing rights are recognized initially at fair value. The Company has elected fair value accounting for its mortgage servicing rights. See Note  20 to the Consolidated Financial Statements for further discussions regarding the
accounting and reporting of MSRs.

The following table presents the changes in fair value of those items for which the fair value option has been elected:
 
Changes in fair value gains (losses) for the
 
Three Months Ended March 31,
In millions of dollars
2016
2015
Assets
 
 
Federal funds sold and securities borrowed or purchased under agreements to resell
     selected portfolios of securities purchased under agreements
     to resell and securities borrowed
$
28

$
2

Trading account assets
258

91

Investments
1

45

Loans
 
 
Certain corporate loans (1)
24

(49
)
Certain consumer loans (1)
(1
)
2

Total loans
$
23

$
(47
)
Other assets
 
 
MSRs
(225
)
(71
)
Certain mortgage loans held for sale (2)
80

102

Other assets
370


Total other assets
$
225

$
31

Total assets
$
535

$
122

Liabilities
 
 
Interest-bearing deposits
$
(50
)
$
10

Federal funds purchased and securities loaned or sold under agreements to repurchase
selected portfolios of securities sold under agreements to repurchase and securities loaned
(6
)
2

Trading account liabilities
94

29

Short-term borrowings
80

(1
)
Long-term debt
(423
)
189

Total liabilities
$
(305
)
$
229

(1)
Includes mortgage loans held by mortgage loan securitization VIEs consolidated upon the adoption of ASC 810, Consolidation (SFAS 167), on January 1, 2010.
(2)
Includes gains (losses) associated with interest rate lock-commitments for those loans that have been originated and elected under the fair value option.


199



Own Debt Valuation Adjustments (DVA)
Own debt valuation adjustments are recognized on Citi’s liabilities for which the fair value option has been elected by reference to Citi’s credit spreads observed in the bond market. Among other variables, the fair value of liabilities for which the fair value option has been elected (other than non-recourse and similar liabilities) is impacted by the narrowing or widening of the Company’s credit spreads.
The estimated change in the fair value of these liabilities due to such changes in the Company’s own credit spread (or instrument-specific credit risk) were gains of $ 307 million and $ 87 million for the three months ended March 31, 2016 and 2015 , respectively. Changes in fair value resulting from changes in instrument-specific credit risk were estimated by incorporating the Company’s current credit spreads observable in the bond market into the relevant valuation technique used to value each liability as described above. Effective January 1, 2016, changes in fair value of fair value option liabilities related to changes in Citigroup’s own credit spreads (DVA) are reflected as a component of AOCI; previously these amounts were recognized in Citigroup’s Revenues and Net income along with all other changes in fair value. See Note 1 to the Consolidated Financial Statements for additional information.

The Fair Value Option for Financial Assets and Financial Liabilities

Selected Portfolios of Securities Purchased Under Agreements to Resell, Securities Borrowed, Securities Sold Under Agreements to Repurchase, Securities Loaned and Certain Non-Collateralized Short-Term Borrowings
The Company elected the fair value option for certain portfolios of fixed-income securities purchased under agreements to resell and fixed-income securities sold under agreements to repurchase, securities borrowed, securities loaned, and certain non-collateralized short-term borrowings held primarily by broker-dealer entities in the United States, United Kingdom and Japan. In each case, the election was made because the related interest-rate risk is managed on a portfolio basis, primarily with offsetting derivative instruments that are accounted for at fair value through
 
earnings.
Changes in fair value for transactions in these portfolios are recorded in Principal transactions . The related interest revenue and interest expense are measured based on the contractual rates specified in the transactions and are reported as interest revenue and expense in the Consolidated Statement of Income.

Certain Loans and Other Credit Products
Citigroup has also elected the fair value option for certain other originated and purchased loans, including certain unfunded loan products, such as guarantees and letters of credit, executed by Citigroup’s lending and trading businesses. None of these credit products are highly leveraged financing commitments. Significant groups of transactions include loans and unfunded loan products that are expected to be either sold or securitized in the near term, or transactions where the economic risks are hedged with derivative instruments, such as purchased credit default swaps or total return swaps where the Company pays the total return on the underlying loans to a third party. Citigroup has elected the fair value option to mitigate accounting mismatches in cases where hedge accounting is complex and to achieve operational simplifications. Fair value was not elected for most lending
transactions across the Company.
The following table provides information about certain credit products carried at fair value:
 
March 31, 2016
December 31, 2015
In millions of dollars
Trading assets
Loans
Trading assets
Loans
Carrying amount reported on the Consolidated Balance Sheet
$
9,712

$
4,793

$
9,314

$
5,005

Aggregate unpaid principal balance in excess of fair value
851

169

980

280

Balance of non-accrual loans or loans more than 90 days past due
3

2

5

2

Aggregate unpaid principal balance in excess of fair value for non-accrual loans or loans more than 90 days past due
10

1

13

1

In addition to the amounts reported above, $ 1,930 million and $ 2,113 million of unfunded commitments related to certain credit products selected for fair value accounting were outstanding as of March 31, 2016 and December 31, 2015 ,
 
respectively.
Changes in the fair value of funded and unfunded credit products are classified in Principal transactions in the Company’s Consolidated Statement of Income. Related interest revenue is measured based on the contractual interest rates and reported as Interest revenue on Trading account


200



assets or loan interest depending on the balance sheet classifications of the credit products. The changes in fair value for the three months ended March 31, 2016 and 2015 due to instrument-specific credit risk totaled to a gain of $ 13 million and loss of $ 1 million , respectively.

Certain Investments in Unallocated Precious Metals
Citigroup invests in unallocated precious metals accounts (gold, silver, platinum and palladium) as part of its commodity and foreign currency trading activities or to economically hedge certain exposures from issuing structured liabilities. Under ASC 815, the investment is bifurcated into a debt host contract and a commodity forward derivative instrument. Citigroup elects the fair value option for the debt host contract, and reports the debt host contract within Trading account assets on the Company’s Consolidated Balance Sheet. The total carrying amount of debt host contracts across unallocated precious metals accounts was approximately $ 0.6 billion and $ 0.6 billion at March 31, 2016 and December 31, 2015 , respectively. The amounts are expected to fluctuate based on trading activity in future periods.
As part of its commodity and foreign currency trading activities, Citi trades unallocated precious metals investments and executes forward purchase and forward sale derivative contracts with trading counterparties. When Citi sells an unallocated precious metals investment, Citi’s receivable from its depository bank is repaid and Citi derecognizes its investment in the unallocated precious metal. The forward purchase or sale contract with the trading counterparty indexed to unallocated precious metals is accounted for as a derivative, at fair value through earnings. As of March 31, 2016 , there were approximately $ 10.2 billion and $ 9.0 billion notional amounts of such forward purchase and forward sale derivative contracts outstanding, respectively.
 

Certain Investments in Private Equity and Real Estate Ventures and Certain Equity Method and Other Investments
Citigroup invests in private equity and real estate ventures for the purpose of earning investment returns and for capital appreciation. The Company has elected the fair value option for certain of these ventures, because such investments are considered similar to many private equity or hedge fund activities in Citi’s investment companies, which are reported at fair value. The fair value option brings consistency in the accounting and evaluation of these investments. All investments (debt and equity) in such private equity and real estate entities are accounted for at fair value. These investments are classified as Investments on Citigroup’s Consolidated Balance Sheet.
Changes in the fair values of these investments are classified in Other revenue in the Company’s Consolidated Statement of Income.
Citigroup also elects the fair value option for certain non-marketable equity securities whose risk is managed with derivative instruments that are accounted for at fair value through earnings. These securities are classified as Trading account assets on Citigroup’s Consolidated Balance Sheet. Changes in the fair value of these securities and the related derivative instruments are recorded in Principal transactions .

Certain Mortgage Loans Held for Sale (HFS)
Citigroup has elected the fair value option for certain purchased and originated prime fixed-rate and conforming adjustable-rate first mortgage loans HFS. These loans are intended for sale or securitization and are hedged with derivative instruments. The Company has elected the fair value option to mitigate accounting mismatches in cases where hedge accounting is complex and to achieve operational
simplifications.

The following table provides information about certain mortgage loans HFS carried at fair value:

In millions of dollars
March 31,
2016
December 31, 2015
Carrying amount reported on the Consolidated Balance Sheet
$
889

$
745

Aggregate fair value in excess of unpaid principal balance
36

20

Balance of non-accrual loans or loans more than 90 days past due


Aggregate unpaid principal balance in excess of fair value for non-accrual loans or loans more than 90 days past due



The changes in the fair values of these mortgage loans are reported in Other revenue in the Company’s Consolidated Statement of Income. There was no net change in fair value during the three months ended March 31, 2016 and 2015 due to instrument-specific credit risk. Related interest income continues to be measured based on the contractual interest rates and reported as Interest revenue in the Consolidated Statement of Income.

201



Certain Structured Liabilities
The Company has elected the fair value option for certain structured liabilities whose performance is linked to structured interest rates, inflation, currency, equity, referenced credit or commodity risks. The Company elected the fair value option, because these exposures are considered to be trading-related positions and, therefore, are managed on a fair value basis. These positions will continue to be classified as debt, deposits or derivatives ( Trading account liabilities ) on the Company’s
Consolidated Balance Sheet according to their legal form.
The following table provides information about the carrying value of structured notes, disaggregated by type of embedded derivative instrument:
In billions of dollars
March 31, 2016
December 31, 2015
Interest rate linked
$
10.3

$
9.6

Foreign exchange linked
0.3

0.3

Equity linked
11.4

9.9

Commodity linked
1.3

1.4

Credit linked
1.6

1.6

Total
$
24.9

$
22.8

Prior to 2016, the total change in the fair value of these structured liabilities was reported in Principal transactions in the Company’s Consolidated Statement of Income. Beginning in the first quarter of 2016, the portion of the changes in fair value attributable to changes in Citigroup’s own credit spreads (DVA) are reflected as a component of AOCI while all other changes in fair value will continue to be reported in Principal transactions . Changes in the fair value of these structured liabilities include accrued interest, which is also included in the change in fair value reported in Principal transactions .

 
Certain Non-Structured Liabilities
The Company has elected the fair value option for certain non-structured liabilities with fixed and floating interest rates. The Company has elected the fair value option where the interest-rate risk of such liabilities may be economically hedged with derivative contracts or the proceeds are used to purchase financial assets that will also be accounted for at fair value through earnings. The elections have been made to mitigate accounting mismatches and to achieve operational simplifications. These positions are reported in Short-term borrowings and Long-term debt on the Company’s Consolidated Balance Sheet. Prior to 2016, the total change in the fair value of these non-structured liabilities was reported in Principal transactions in the Company’s Consolidated Statement of Income. Beginning in the first quarter of 2016, the portion of the changes in fair value attributable to changes in Citigroup’s own credit spreads (DVA) are reflected as a component of AOCI while all other changes in fair value will continue to be reported in Principal transactions .
Interest expense on non-structured liabilities is measured based on the contractual interest rates and reported as Interest expense in the Consolidated Statement of Income.


The following table provides information about long-term debt carried at fair value:
In millions of dollars
March 31, 2016
December 31, 2015
Carrying amount reported on the Consolidated Balance Sheet
$
27,103

$
25,293

Aggregate unpaid principal balance in excess of fair value
556

1,569

The following table provides information about short-term borrowings carried at fair value:
In millions of dollars
March 31, 2016
December 31, 2015
Carrying amount reported on the Consolidated Balance Sheet
$
1,375

$
1,207

Aggregate unpaid principal balance in excess of fair value
199

130


202



24.   GUARANTEES AND COMMITMENTS
Citi provides a variety of guarantees and indemnifications to its customers to enhance their credit standing and enable them to complete a wide variety of business transactions. For
certain contracts meeting the definition of a guarantee, the guarantor must recognize, at inception, a liability for the fair value of the obligation undertaken in issuing the guarantee.
In addition, the guarantor must disclose the maximum potential amount of future payments that the guarantor could be required to make under the guarantee, if there were a total
 
default by the guaranteed parties. The determination of the maximum potential future payments is based on the notional amount of the guarantees without consideration of possible recoveries under recourse provisions or from collateral held or pledged. As such, Citi believes such amounts bear no relationship to the anticipated losses, if any, on these guarantees.
The following tables present information about Citi’s guarantees at March 31, 2016 and December 31, 2015 :


 
Maximum potential amount of future payments
 
In billions of dollars at March 31, 2016 except carrying value in millions
Expire within
1 year
Expire after
1 year
Total amount
outstanding
Carrying value
  (in millions of dollars)
Financial standby letters of credit
$
27.6

$
66.3

$
93.9

$
167

Performance guarantees
7.7

3.9

11.6

23

Derivative instruments considered to be guarantees
3.9

74.8

78.7

1,594

Loans sold with recourse

0.2

0.2

15

Securities lending indemnifications (1)
88.0


88.0


Credit card merchant processing (1)
76.7


76.7


Custody indemnifications and other

48.2

48.2

56

Total
$
203.9

$
193.4

$
397.3

$
1,855

 
Maximum potential amount of future payments
 
In billions of dollars at December 31, 2015 except carrying value in millions
Expire within
1 year
Expire after
1 year
Total amount
outstanding
Carrying value
  ( in millions of dollars)
Financial standby letters of credit
$
23.8

$
73.0

$
96.8

$
153

Performance guarantees
7.4

4.1

11.5

24

Derivative instruments considered to be guarantees
3.6

74.9

78.5

1,779

Loans sold with recourse

0.2

0.2

17

Securities lending indemnifications (1)
79.0


79.0


Credit card merchant processing (1)
84.2


84.2


Custody indemnifications and other

51.7

51.7

56

Total
$
198.0

$
203.9

$
401.9

$
2,029

(1)
The carrying values of securities lending indemnifications and credit card merchant processing were not material for either period presented, as the probability of potential liabilities arising from these guarantees is minimal.

Financial standby letters of credit
Citi issues standby letters of credit, which substitute its own credit for that of the borrower. If a letter of credit is drawn down, the borrower is obligated to repay Citi. Standby letters of credit protect a third party from defaults on contractual obligations. Financial standby letters of credit include: (i) guarantees of payment of insurance premiums and reinsurance risks that support industrial revenue bond underwriting; (ii) settlement of payment obligations to clearing houses, including futures and over-the-counter derivatives clearing (see further discussion below); (iii) support options and purchases of securities in lieu of escrow deposit accounts; and (iv) letters of credit that backstop loans, credit facilities, promissory notes and trade acceptances.
 

Performance guarantees
Performance guarantees and letters of credit are issued to guarantee a customer’s tender bid on a construction or systems-installation project or to guarantee completion of such projects in accordance with contract terms. They are also issued to support a customer’s obligation to supply specified products, commodities, or maintenance or warranty services to a third party.

Derivative instruments considered to be guarantees
Derivatives are financial instruments whose cash flows are based on a notional amount and an underlying instrument, reference credit or index, where there is little or no initial investment, and whose terms require or permit net settlement. For a discussion of Citi’s derivatives activities, see Note 21 to the Consolidated Financial Statements.


203



Derivative instruments considered to be guarantees include only those instruments that require Citi to make payments to the counterparty based on changes in an underlying instrument that is related to an asset, a liability or an equity security held by the guaranteed party. More specifically, derivative instruments considered to be guarantees include certain over-the-counter written put options where the counterparty is not a bank, hedge fund or broker-dealer (such counterparties are considered to be dealers in these markets and may, therefore, not hold the underlying instruments). Credit derivatives sold by Citi are excluded from the tables above, as they are disclosed separately in Note 21 to the Consolidated Financial Statements. In instances where Citi’s maximum potential future payment is unlimited, the notional amount of the contract is disclosed.

Loans sold with recourse
Loans sold with recourse represent Citi’s obligations to reimburse the buyers for loan losses under certain circumstances. Recourse refers to the clause in a sales agreement under which a seller/lender will fully reimburse the buyer/investor for any losses resulting from the purchased loans. This may be accomplished by the seller taking back any loans that become delinquent.
In addition to the amounts shown in the tables above, Citi has recorded a repurchase reserve for its potential repurchases or make-whole liability regarding residential mortgage representation and warranty claims related to its whole loan sales to the U.S. government-sponsored enterprises (GSEs) and, to a lesser extent, private investors. The repurchase reserve was approximately $148 million and $152 million at March 31, 2016 and December 31, 2015 , respectively, and these amounts are included in Other liabilities on the Consolidated Balance Sheet.

Securities lending indemnifications
Owners of securities frequently lend those securities for a fee to other parties who may sell them short or deliver them to another party to satisfy some other obligation. Banks may administer such securities lending programs for their clients. Securities lending indemnifications are issued by the bank to guarantee that a securities lending customer will be made whole in the event that the security borrower does not return the security subject to the lending agreement and collateral held is insufficient to cover the market value of the security.

Credit card merchant processing
Credit card merchant processing guarantees represent the Company’s indirect obligations in connection with: (i) providing transaction processing services to various merchants with respect to its private-label cards; and (ii) potential liability for bank card transaction processing services. The nature of the liability in either case arises as a result of a billing dispute between a merchant and a cardholder that is ultimately resolved in the cardholder’s favor. The merchant is liable to refund the amount to the cardholder. In general, if the credit card processing company
 
is unable to collect this amount from the merchant, the credit card processing company bears the loss for the amount of the credit or refund paid to the cardholder.
With regard to (i) above, Citi has the primary contingent liability with respect to its portfolio of private-label merchants. The risk of loss is mitigated as the cash flows between Citi and the merchant are settled on a net basis and Citi has the right to offset any payments with cash flows otherwise due to the merchant. To further mitigate this risk, Citi may delay settlement, require a merchant to make an escrow deposit, include event triggers to provide Citi with more financial and operational control in the event of the financial deterioration of the merchant or require various credit enhancements (including letters of credit and bank guarantees). In the unlikely event that a private-label merchant is unable to deliver products, services or a refund to its private-label cardholders, Citi is contingently liable to credit or refund cardholders.
With regard to (ii) above, Citi has a potential liability for bank card transactions where Citi provides the transaction processing services as well as those where a third party provides the services and Citi acts as a secondary guarantor, should that processor fail to perform.
Citi’s maximum potential contingent liability related to both bank card and private-label merchant processing services is estimated to be the total volume of credit card transactions that meet the requirements to be valid charge-back transactions at any given time. At March 31, 2016 and December 31, 2015 , this maximum potential exposure was estimated to be $77 billion and $84 billion , respectively.
However, Citi believes that the maximum exposure is not representative of the actual potential loss exposure based on its historical experience. This contingent liability is unlikely to arise, as most products and services are delivered when purchased and amounts are refunded when items are returned to merchants. Citi assesses the probability and amount of its contingent liability related to merchant processing based on the financial strength of the primary guarantor, the extent and nature of unresolved charge-backs and its historical loss experience. At March 31, 2016 and December 31, 2015 , the losses incurred and the carrying amounts of Citi’s contingent obligations related to merchant processing activities were immaterial.

Custody indemnifications
Custody indemnifications are issued to guarantee that custody clients will be made whole in the event that a third-party subcustodian or depository institution fails to safeguard clients’ assets.



204



Other guarantees and indemnifications

Credit Card Protection Programs
Citi, through its credit card businesses, provides various cardholder protection programs on several of its card products, including programs that provide insurance coverage for rental cars, coverage for certain losses associated with purchased products, price protection for certain purchases and protection for lost luggage. These guarantees are not included in the table, since the total outstanding amount of the guarantees and Citi’s maximum exposure to loss cannot be quantified. The protection is limited to certain types of purchases and losses, and it is not possible to quantify the purchases that would qualify for these benefits at any given time. Citi assesses the probability and amount of its potential liability related to these programs based on the extent and nature of its historical loss experience. At March 31, 2016 and December 31, 2015 , the actual and estimated losses incurred and the carrying value of Citi’s obligations related to these programs were immaterial.

Other Representation and Warranty Indemnifications
In the normal course of business, Citi provides standard representations and warranties to counterparties in contracts in connection with numerous transactions and also provides indemnifications, including indemnifications that protect the counterparties to the contracts in the event that additional taxes are owed due either to a change in the tax law or an adverse interpretation of the tax law. Counterparties to these transactions provide Citi with comparable indemnifications. While such representations, warranties and indemnifications are essential components of many contractual relationships, they do not represent the underlying business purpose for the transactions. The indemnification clauses are often standard contractual terms related to Citi’s own performance under the terms of a contract and are entered into in the normal course of business based on an assessment that the risk of loss is remote. Often these clauses are intended to ensure that terms of a contract are met at inception. No compensation is received for these standard representations and warranties, and it is not possible to determine their fair value because they rarely, if ever, result in a payment. In many cases, there are no stated or notional amounts included in the indemnification clauses, and the contingencies potentially triggering the obligation to indemnify have not occurred and are not expected to occur. As a result, these indemnifications are not included in the tables above.

Value-Transfer Networks
Citi is a member of, or shareholder in, hundreds of value-transfer networks (VTNs) (payment, clearing and settlement systems as well as exchanges) around the world. As a condition of membership, many of these VTNs require that members stand ready to pay a pro rata share of the losses incurred by the organization due to another member’s default on its obligations. Citi’s potential obligations may be limited to its membership interests in the VTNs, contributions to the VTN’s funds, or, in limited cases, the obligation may be
 
unlimited. The maximum exposure cannot be estimated as this would require an assessment of future claims that have not yet occurred. Citi believes the risk of loss is remote given historical experience with the VTNs. Accordingly, Citi’s participation in VTNs is not reported in the guarantees tables above, and there are no amounts reflected on the Consolidated Balance Sheet as of March 31, 2016 or December 31, 2015 for potential obligations that could arise from Citi’s involvement with VTN associations.

Long-Term Care Insurance Indemnification
In the sale of an insurance subsidiary, the Company provided an indemnification to an insurance company for policyholder claims and other liabilities relating to a book of long-term care (LTC) business (for the entire term of the LTC policies) that is fully reinsured by another insurance company. The reinsurer has funded two trusts with securities whose fair value (approximately $7.0 billion at March 31, 2016 , compared to $6.3 billion at December 31, 2015 ) is designed to cover the insurance company’s statutory liabilities for the LTC policies. The assets in these trusts are evaluated and adjusted periodically to ensure that the fair value of the assets continues to cover the estimated statutory liabilities related to the LTC policies, as those statutory liabilities change over time.
If the reinsurer fails to perform under the reinsurance agreement for any reason, including insolvency, and the assets in the two trusts are insufficient or unavailable to the ceding insurance company, then Citi must indemnify the ceding insurance company for any losses actually incurred in connection with the LTC policies. Since both events would have to occur before Citi would become responsible for any payment to the ceding insurance company pursuant to its indemnification obligation, and the likelihood of such events occurring is currently not probable, there is no liability reflected in the Consolidated Balance Sheet as of March 31, 2016 and December 31, 2015 related to this indemnification. Citi continues to closely monitor its potential exposure under this indemnification obligation.

Futures and over-the-counter derivatives clearing
Citi provides clearing services for clients executing exchange-traded futures and over-the-counter (OTC) derivatives contracts with central counterparties (CCPs). Based on all relevant facts and circumstances, Citi has concluded that it acts as an agent for accounting purposes in its role as clearing member for these client transactions. As such, Citi does not reflect the underlying exchange-traded futures or OTC derivatives contracts in its Consolidated Financial Statements. See Note 21 for a discussion of Citi’s derivatives activities that are reflected in its Consolidated Financial Statements.
As a clearing member, Citi collects and remits cash and securities collateral (margin) between its clients and the respective CCP. There are two types of margin: initial margin and variation margin. Where Citi obtains benefits from or controls cash initial margin (e.g., retains an interest spread), cash initial margin collected from clients and remitted to the CCP is reflected within Brokerage Payables


205



(payables to customers) and Brokerage Receivables (receivables from brokers, dealers and clearing organizations), respectively. However, for OTC derivatives contracts where Citi has contractually agreed with the client that (a) Citi will pass through to the client all interest paid by the CCP on cash initial margin; (b) Citi will not utilize its right as a clearing member to transform cash margin into other assets; and (c) Citi does not guarantee and is not liable to the client for the performance of the CCP, cash initial margin collected from clients and remitted to the CCP is not reflected on Citi’s Consolidated Balance Sheet. The total amount of cash initial margin collected and remitted in this manner was approximately $4.9 billion and $4.3 billion as of March 31, 2016 and December 31, 2015 , respectively.
Variation margin due from clients to the respective CCP, or from the CCP to clients, reflects changes in the value of the client’s derivative contracts for each trading day. As a clearing member, Citi is exposed to the risk of non-performance by clients (e.g., failure of a client to post variation margin to the CCP for negative changes in the value of the client’s derivative contracts). In the event of non-performance by a client, Citi would move to close out the client’s positions. The CCP would typically utilize initial margin posted by the client and held by the CCP, with any remaining shortfalls required to be paid by Citi as clearing member. Citi generally holds incremental cash or securities margin posted by the client, which would typically be expected to be sufficient to mitigate Citi’s credit risk in the event the client fails to perform.
As required by ASC 860-30-25-5, securities collateral posted by clients is not recognized on Citi’s Consolidated Balance Sheet.

Carrying Value—Guarantees and Indemnifications
At March 31, 2016 and December 31, 2015 , the total carrying amounts of the liabilities related to the guarantees and indemnifications included in the tables above amounted to approximately $1.9 billion and $2.0 billion , respectively. The carrying value of financial and performance guarantees is included in Other liabilities . For loans sold with recourse, the carrying value of the liability is included in Other liabilities .
 
Collateral
Cash collateral available to Citi to reimburse losses realized under these guarantees and indemnifications amounted to $55 billion and $52 billion at March 31, 2016 and December 31, 2015 , respectively. Securities and other marketable assets held as collateral amounted to $39 billion and $33 billion at March 31, 2016 and December 31, 2015 , respectively. The majority of collateral is held to reimburse losses realized under securities lending indemnifications. Additionally, letters of credit in favor of Citi held as collateral amounted to $4.0 billion and $4.2 billion at March 31, 2016 and December 31, 2015 , respectively. Other property may also be available to Citi to cover losses under certain guarantees and indemnifications; however, the value of such property has not been determined.

Performance risk
Citi evaluates the performance risk of its guarantees based on the assigned referenced counterparty internal or external ratings. Where external ratings are used, investment-grade ratings are considered to be Baa/BBB and above, while anything below is considered non-investment grade. Citi’s internal ratings are in line with the related external rating system. On certain underlying referenced assets or entities, ratings are not available. Such referenced assets are included in the “not rated” category. The maximum potential amount of the future payments related to the outstanding guarantees is determined to be the notional amount of these contracts, which is the par amount of the assets guaranteed.
Presented in the tables below are the maximum potential amounts of future payments that are classified based upon internal and external credit ratings as of March 31, 2016 and December 31, 2015 . As previously mentioned, the determination of the maximum potential future payments is based on the notional amount of the guarantees without consideration of possible recoveries under recourse provisions or from collateral held or pledged. As such, Citi believes such amounts bear no relationship to the anticipated losses, if any, on these guarantees.

 
Maximum potential amount of future payments
In billions of dollars at March 31, 2016
Investment
grade
Non-investment
grade
Not
rated
Total
Financial standby letters of credit
$
68.7

$
15.1

$
10.1

$
93.9

Performance guarantees
6.5

4.3

0.8

11.6

Derivative instruments deemed to be guarantees


78.7

78.7

Loans sold with recourse


0.2

0.2

Securities lending indemnifications


88.0

88.0

Credit card merchant processing


76.7

76.7

Custody indemnifications and other
48.1

0.1


48.2

Total
$
123.3

$
19.5

$
254.5

$
397.3



206



 
Maximum potential amount of future payments
In billions of dollars at December 31, 2015
Investment
grade
Non-investment
grade
Not
rated
Total
Financial standby letters of credit
$
69.2

$
15.4

$
12.2

$
96.8

Performance guarantees
6.6

4.1

0.8

11.5

Derivative instruments deemed to be guarantees


78.5

78.5

Loans sold with recourse


0.2

0.2

Securities lending indemnifications


79.0

79.0

Credit card merchant processing


84.2

84.2

Custody indemnifications and other
51.6

0.1


51.7

Total
$
127.4

$
19.6

$
254.9

$
401.9



207



Credit Commitments and Lines of Credit
The table below summarizes Citigroup’s credit commitments as of March 31, 2016 and December 31, 2015:
In millions of dollars
U.S.
Outside of 
U.S.
March 31,
2016
December 31,
2015
Commercial and similar letters of credit
$
1,114

$
3,833

$
4,947

$
6,102

One- to four-family residential mortgages
1,790

1,842

3,632

3,196

Revolving open-end loans secured by one- to four-family residential properties
12,600

2,152

14,752

14,726

Commercial real estate, construction and land development
7,813

1,253

9,066

10,522

Credit card lines
482,008

93,413

575,421

573,057

Commercial and other consumer loan commitments
178,710

89,547

268,257

271,076

Other commitments and contingencies
4,901

4,358

9,259

9,982

Total
$
688,936

$
196,398

$
885,334

$
888,661

The majority of unused commitments are contingent upon customers’ maintaining specific credit standards.
Commercial commitments generally have floating interest rates and fixed expiration dates and may require payment of fees. Such fees (net of certain direct costs) are deferred and, upon exercise of the commitment, amortized over the life of the loan or, if exercise is deemed remote, amortized over the commitment period.

Commercial and similar letters of credit
A commercial letter of credit is an instrument by which Citigroup substitutes its credit for that of a customer to enable the customer to finance the purchase of goods or to incur other commitments. Citigroup issues a letter on behalf of its client to a supplier and agrees to pay the supplier upon presentation of documentary evidence that the supplier has performed in accordance with the terms of the letter of credit. When a letter of credit is drawn, the customer is then required to reimburse Citigroup.

One- to four-family residential mortgages
A one- to four-family residential mortgage commitment is a written confirmation from Citigroup to a seller of a property that the bank will advance the specified sums enabling the buyer to complete the purchase.

Revolving open-end loans secured by one- to four-family
residential properties
Revolving open-end loans secured by one- to four-family residential properties are essentially home equity lines of credit. A home equity line of credit is a loan secured by a primary residence or second home to the extent of the excess of fair market value over the debt outstanding for the first mortgage.

Commercial real estate, construction and land development
Commercial real estate, construction and land development include unused portions of commitments to extend credit for the purpose of financing commercial and multifamily residential properties as well as land development projects.
Both secured-by-real-estate and unsecured commitments are included in this line, as well as
 
undistributed loan proceeds, where there is an obligation to advance for construction progress payments. However, this line only includes those extensions of credit that, once funded, will be classified as Total loans, net on the Consolidated Balance Sheet.

Credit card lines
Citigroup provides credit to customers by issuing credit cards. The credit card lines are cancellable by providing notice to the cardholder or without such notice as permitted by local law.

Commercial and other consumer loan commitments
Commercial and other consumer loan commitments include overdraft and liquidity facilities, as well as commercial commitments to make or purchase loans, to purchase third-party receivables, to provide note issuance or revolving underwriting facilities and to invest in the form of equity.
In addition, included in this line item are highly leveraged financing commitments, which are agreements that provide funding to a borrower with higher levels of debt (measured by the ratio of debt capital to equity capital of the borrower) than is generally considered normal for other companies. This type of financing is commonly employed in corporate acquisitions, management buy-outs and similar transactions.

Other commitments and contingencies
Other commitments and contingencies include committed or unsettled regular-way reverse repurchase agreements and all other transactions related to commitments and contingencies not reported on the lines above.




208



25.   CONTINGENCIES

The following information supplements and amends, as applicable, the disclosures in Note 28 to the Consolidated Financial Statements of Citigroup's 2015 Annual Report on Form 10-K. For purposes of this Note, Citigroup, its affiliates and subsidiaries, and current and former officers, directors and employees, are sometimes collectively referred to as Citigroup and Related Parties.
In accordance with ASC 450, Citigroup establishes accruals for contingencies, including the litigation and regulatory matters disclosed herein, when Citigroup believes it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of loss ultimately incurred in relation to those matters may be substantially higher or lower than the amounts accrued for those matters.
If Citigroup has not accrued for a matter because the matter does not meet the criteria for accrual (as set forth above), or Citigroup believes an exposure to loss exists in excess of the amount accrued for a particular matter, in each case assuming a material loss is reasonably possible, Citigroup discloses the matter. In addition, for such matters, Citigroup discloses an estimate of the aggregate reasonably possible loss or range of loss in excess of the amounts accrued for those matters as to which an estimate can be made. As of March 31, 2016, Citigroup estimates that the reasonably possible unaccrued loss for these matters ranges up to approximately $3.0 billion in the aggregate.
As available information changes, the matters for which Citigroup is able to estimate will change, and the estimates themselves will change. In addition, while many estimates presented in financial statements and other financial disclosure involve significant judgment and may be subject to significant uncertainty, estimates of the range of reasonably possible loss arising from litigation and regulatory proceedings are subject to particular uncertainties. For example, at the time of making an estimate, Citigroup may have only preliminary, incomplete or inaccurate information about the facts underlying the claim; its assumptions about the future rulings of the court or other tribunal on significant issues, or the behavior and incentives of adverse parties or regulators, may prove to be wrong; and the outcomes it is attempting to predict are often not amenable to the use of statistical or other quantitative analytical tools. In addition, from time to time an outcome may occur that Citigroup had not accounted for in its estimates because it had deemed such an outcome to be remote. For all these reasons, the amount of loss in excess of accruals ultimately incurred for the matters as to which an estimate has been made could be substantially higher or lower than the range of loss included in the estimate.
Subject to the foregoing, it is the opinion of Citigroup's management, based on current knowledge and after taking into account its current legal accruals, that the eventual outcome of all matters described in this Note would not be likely to have a material adverse effect on the consolidated financial condition of Citigroup. Nonetheless, given the substantial or indeterminate amounts sought in certain of these matters, and
 
the inherent unpredictability of such matters, an adverse outcome in certain of these matters could, from time to time, have a material adverse effect on Citigroup’s consolidated results of operations or cash flows in particular quarterly or annual periods.
For further information on ASC 450 and Citigroup's accounting and disclosure framework for contingencies, including for litigation and regulatory matters disclosed herein, see Note 28 to the Consolidated Financial Statements of Citigroup’s 2015 Annual Report on Form 10-K.

Credit Crisis-Related Litigation and Other Matters
Mortgage-Related Litigation and Other Matters
Mortgage-Backed Securities and CDO Investor Actions : On April 6, 2016, the court in TENNESSEE CONSOLIDATED RETIREMENT SYSTEM v. J.P. MORGAN SECURITIES LLC, ET AL. denied defendants’ motion to dismiss plaintiff’s amended complaint.  Additional information concerning this action is publicly available in court filings under the docket number 13-1729-II (Tenn. Ch. Ct.) (McCoy, Ch.).
Derivative Actions and Related Proceedings: On April 18, 2016, a derivative action captioned IRA FOR THE BENEFIT OF VICTORIA SHAEV v. CORBAT, ET AL. was filed in New York state court on behalf of Citigroup (as nominal defendant) against certain of Citigroup’s present and former directors and officers, seeking damages arising out of defendants’ alleged mismanagement with respect to residential MBS. Additional information concerning this action is publicly available in court filings under the docket number 652066/2016 (N.Y. Sup. Ct.).
Tribune Company Bankruptcy
On March 29, 2016, the United States Court of Appeals for the Second Circuit affirmed the dismissal of state-law constructive fraudulent conveyance claims asserted by Tribune noteholders against various defendants, including certain Citigroup affiliates.  Additional information concerning these actions is publicly available in court filings under the docket numbers 13-3992, 13-3875, 13-4178, and 13-4196 (2d Cir.).

Foreign Exchange Matters
Antitrust and Other Litigation: On January 22, 2016, plaintiffs in NYPL v. JPMORGAN CHASE & CO., ET AL. filed a second amended class action complaint naming Citibank and Citicorp as defendants, in addition to Citigroup and numerous other foreign exchange dealers. The defendants moved to stay or consolidate the case with the consolidated proceeding captioned IN RE FOREIGN EXCHANGE BENCHMARK RATES ANTITRUST LITIGATION. Additional information concerning this action is publicly available in court filings under the docket numbers 13 Civ. 7789 (S.D.N.Y.) (Schofield, J.) and 15 Civ. 9300 (S.D.N.Y.) (Schofield, J.).
On April 6, 2016, the plaintiff in ALLEN v. BANK OF AMERICA CORPORATION, ET AL. filed a second amended class action complaint against numerous foreign exchange dealers, including Citigroup and Citibank. Additional


209



information concerning this action is publicly available in court filings under the docket number 15 Civ. 4285 (S.D.N.Y.) (Schofield, J.).
On December 22, 2015, plaintiffs in NEGRETE v. CITIBANK, N.A. opposed Citibank’s motion to dismiss and filed a cross-motion for partial summary judgment on one of their breach of contract claims. Additional information concerning this action is publicly available in court filings under the docket number 15 Civ. 7250 (S.D.N.Y.) (Sweet, J.).
Derivative Actions and Related Proceedings : On March 30, 2016, a derivative action captioned OKLAHOMA FIREFIGHTERS PENSION & RETIREMENT SYSTEM, ET AL. v. CORBAT, ET AL. was filed in the Delaware Chancery Court on behalf of Citigroup (as nominal defendant) against certain of Citigroup’s present and former directors and officers.  Plaintiffs assert claims for breach of fiduciary duty and waste of corporate assets in connection with defendants’ alleged failure to exercise appropriate oversight and management of Bank Secrecy Act and anti-money laundering laws and regulations and related consent decrees concerning Citigroup subsidiaries, Banco Nacional de Mexico, or Banamex, and Banamex USA (BUSA), as well as defendants’ alleged failures to implement adequate internal controls and exercise adequate oversight with respect to Citigroup subsidiaries’ participation in foreign exchange markets and credit card practices.  Additional information concerning this action is publicly available in court filings under the docket number C.A. No. 12151-VCG (Del. Ch.) (Glasscock, Ch.).

ISDAFIX-Related Litigation and Other Matters
Antitrust and Other Litigations: On March 28, 2016, the court denied defendants’ motion to dismiss the antitrust, breach of contract and unjust enrichment claims in plaintiffs’ amended consolidated complaint, while granting the motion as to plaintiffs’ claims of breach of the implied covenant of good faith and fair dealing and tortious interference with contract. Additional information concerning this action is publicly available in court filings under the consolidated lead docket number 14 Civ. 7126 (S.D.N.Y.) (Furman, J.).
Money Laundering Inquiries
Derivative Actions and Related Proceedings : As described above in Foreign Exchange Matters, on March 30, 2016, a derivative action captioned OKLAHOMA FIREFIGHTERS PENSION & RETIREMENT SYSTEM, ET AL. v. CORBAT, ET AL. was filed in the Delaware Chancery Court (the Delaware Action).  Due to the similarity of issues, plaintiffs in a separate derivative action captioned FIREMAN’S RETIREMENT SYSTEM OF ST. LOUIS, ET AL. v. CORBAT, ET AL. voluntarily dismissed the action in favor of proceeding together with plaintiffs in the Delaware Action. Plaintiffs’ derivative claims were dismissed without prejudice, except their claim for violation of Section 14(a) of the Securities Exchange Act of 1934, which was dismissed with prejudice. Additional information concerning these actions is publicly available in court filings under the docket numbers C.A. No. 12151-VCG (Del. Ch.) (Glasscock, Ch.) and 15 Civ. 7501 (S.D.N.Y.) (Furman, J.).

 
Oceanografia Fraud and Related Matters
Other Litigation : On February 26, 2016, a complaint was filed against Citigroup in the United States District Court for the Southern District of Florida alleging that it conspired with Oceanografía, S.A. de C.V. (OSA) and others with respect to receivable financings and other financing arrangements related to OSA in a manner that injured bondholders and other creditors of OSA.  The complaint asserts claims on behalf of 39 plaintiffs that are characterized in the complaint variously as trade creditors of, investors in, or lenders to OSA.  Plaintiffs collectively claim to have lost $1.1 billion as a result of OSA’s bankruptcy.  The complaint asserts claims under the federal civil Racketeer Influenced and Corrupt Organizations Act and seeks treble damages and other relief pursuant to that statute.  The complaint also asserts claims for fraud and breach of fiduciary duty.  Additional information concerning this action is publicly available in court filings under the docket number 16-20725 (S.D. Fla.) (Gayles, J.).

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







210



26.   CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

Citigroup amended its Registration Statement on Form S-3 on file with the SEC (File No. 33-192302) to add its wholly owned subsidiary, Citigroup Global Markets Holdings Inc. (CGMHI), as a co-registrant. Any securities issued by CGMHI under the Form S-3 will be fully and unconditionally guaranteed by Citigroup.
The following are the Condensed Consolidating Statements of Income and Comprehensive Income for the three months ended March 31, 2016 and 2015 , Condensed Consolidating Balance Sheet as of March 31, 2016 and December 31, 2015 and Condensed Consolidating Statement of Cash Flows for the three months ended March 31, 2016 and 2015 for Citigroup Inc., the parent holding company (Citigroup parent company), CGMHI, other Citigroup subsidiaries and eliminations and total consolidating adjustments. “Other Citigroup subsidiaries and eliminations” includes all other subsidiaries of Citigroup, intercompany eliminations and income (loss) from discontinued operations. “Consolidating adjustments” includes Citigroup parent company elimination of distributed and undistributed income of subsidiaries and investment in subsidiaries.
These Condensed Consolidating Financial Statements have been prepared and presented in accordance with SEC Regulation S-X Rule 3-10, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.”
These Condensed Consolidating Financial Statements schedules are presented for purposes of additional analysis, but should be considered in relation to the Consolidated Financial Statements of Citigroup taken as a whole.


 



































211



Condensed Consolidating Statements of Income and Comprehensive Income
 
Three months ended March 31, 2016
In millions of dollars
Citigroup parent company

 
CGMHI

 
Other Citigroup subsidiaries and eliminations

 
Consolidating adjustments

 
Citigroup consolidated

Revenues
 
 
 
 
 
 
 
 
 
Dividends from subsidiaries
$
2,800

 
$

 
$

 
$
(2,800
)
 
$

Interest revenue
2

 
1,146

 
13,019

 

 
14,167

Interest revenue—intercompany
872

 
136

 
(1,008
)
 

 

Interest expense
1,070

 
364

 
1,506

 

 
2,940

Interest expense—intercompany
41

 
429

 
(470
)
 

 

Net interest revenue
$
(237
)
 
$
489

 
$
10,975

 
$

 
$
11,227

Commissions and fees
$

 
$
960

 
$
1,503

 
$

 
$
2,463

Commissions and fees—intercompany
(2
)
 
(6
)
 
8

 

 

Principal transactions
(209
)
 
(137
)
 
2,186

 

 
1,840

Principal transactions—intercompany
258

 
748

 
(1,006
)
 

 

Other income
(3,094
)
 
76

 
5,043

 

 
2,025

Other income—intercompany
3,260

 
(140
)
 
(3,120
)
 

 

Total non-interest revenues
$
213

 
$
1,501

 
$
4,614

 
$

 
$
6,328

Total revenues, net of interest expense
$
2,776

 
$
1,990

 
$
15,589

 
$
(2,800
)
 
$
17,555

Provisions for credit losses and for benefits and claims
$

 
$

 
$
2,045

 
$

 
$
2,045

Operating expenses

 

 

 

 

Compensation and benefits
$
8

 
$
1,289

 
$
4,259

 
$

 
$
5,556

Compensation and benefits—intercompany
3

 

 
(3
)
 

 

Other operating
267

 
386

 
4,314

 

 
4,967

Other operating—intercompany
1

 
307

 
(308
)
 

 

Total operating expenses
$
279

 
$
1,982

 
$
8,262

 
$

 
$
10,523

Income (loss) before income taxes and equity in undistributed income of subsidiaries
$
2,497

 
$
8

 
$
5,282

 
$
(2,800
)
 
$
4,987

Provision (benefit) for income taxes
(60
)
 
37

 
1,502

 

 
1,479

Equity in undistributed income of subsidiaries
944

 

 

 
(944
)
 

Income (loss) from continuing operations
$
3,501

 
$
(29
)
 
$
3,780

 
$
(3,744
)
 
$
3,508

Loss from discontinued operations, net of taxes

 

 
(2
)
 

 
(2
)
Net income (loss) before attribution of noncontrolling interests
$
3,501

 
$
(29
)
 
$
3,778

 
$
(3,744
)
 
$
3,506

Net income attributable to noncontrolling interests

 
2

 
3

 

 
5

Net income (loss) after attribution of noncontrolling interests
$
3,501

 
$
(31
)
 
$
3,775

 
$
(3,744
)
 
$
3,501

Comprehensive income


 


 


 


 


Other comprehensive income (loss)
$
2,733

 
$
47

 
$
3,039

 
$
(3,086
)
 
$
2,733

Comprehensive income
$
6,234

 
$
16

 
$
6,814

 
$
(6,830
)
 
$
6,234


212



Condensed Consolidating Statements of Income and Comprehensive Income
 
Three months ended March 31, 2015
In millions of dollars
Citigroup parent company

 
CGMHI

 
Other Citigroup subsidiaries and eliminations

 
Consolidating adjustments

 
Citigroup consolidated

Revenues
 
 
 
 
 
 
 
 
 
Dividends from subsidiaries
$
1,100

 
$

 
$

 
$
(1,100
)
 
$

Interest revenue
3

 
1,007

 
13,590

 

 
14,600

Interest revenue—intercompany
672

 
53

 
(725
)
 

 

Interest expense
1,155

 
228

 
1,645

 

 
3,028

Interest expense—intercompany
(176
)
 
297

 
(121
)
 

 

Net interest revenue
$
(304
)
 
$
535

 
$
11,341

 
$

 
$
11,572

Commissions and fees
$

 
$
1,345

 
$
1,825

 
$

 
$
3,170

Commissions and fees—intercompany

 
59

 
(59
)
 

 

Principal transactions
(333
)
 
1,316

 
988

 

 
1,971

Principal transactions—intercompany
(329
)
 
(259
)
 
588

 

 

Other income
2,015

 
98

 
910

 

 
3,023

Other income—intercompany
(1,420
)
 
493

 
927

 

 

Total non-interest revenues
$
(67
)
 
$
3,052

 
$
5,179

 
$

 
$
8,164

Total revenues, net of interest expense
$
729

 
$
3,587

 
$
16,520

 
$
(1,100
)
 
$
19,736

Provisions for credit losses and for benefits and claims
$

 
$

 
$
1,915

 
$

 
$
1,915

Operating expenses

 

 

 

 

Compensation and benefits
$
35

 
$
1,268

 
$
4,217

 
$

 
$
5,520

Compensation and benefits—intercompany
7

 

 
(7
)
 

 

Other operating
149

 
457

 
4,758

 

 
5,364

Other operating—intercompany
57

 
405

 
(462
)
 

 

Total operating expenses
$
248

 
$
2,130

 
$
8,506

 
$

 
$
10,884

Income (loss) before income taxes and equity in undistributed income of subsidiaries
$
481

 
$
1,457

 
$
6,099

 
$
(1,100
)
 
$
6,937

Provision (benefit) for income taxes
(629
)
 
524

 
2,225

 

 
2,120

Equity in undistributed income of subsidiaries
3,660

 

 

 
(3,660
)
 

Income (loss) from continuing operations
$
4,770

 
$
933

 
$
3,874

 
$
(4,760
)
 
$
4,817

Loss from discontinued operations, net of taxes

 

 
(5
)
 

 
(5
)
Net income (loss) before attribution of noncontrolling interests
$
4,770

 
$
933

 
$
3,869

 
$
(4,760
)
 
$
4,812

Net income attributable to noncontrolling interests

 
(2
)
 
44

 

 
42

Net income (loss) after attribution of noncontrolling interests
$
4,770

 
$
935

 
$
3,825

 
$
(4,760
)
 
$
4,770

Comprehensive income


 


 


 


 


Other comprehensive income (loss)
$
(1,475
)
 
$
(38
)
 
$
(1,586
)
 
$
1,624

 
$
(1,475
)
Comprehensive income
$
3,295

 
$
897

 
$
2,239

 
$
(3,136
)
 
$
3,295




213



Condensed Consolidating Balance Sheet
 
March 31, 2016
In millions of dollars
Citigroup parent company

 
CGMHI

 
Other Citigroup subsidiaries and eliminations

 
Consolidating adjustments

 
Citigroup consolidated

Assets
 
 
 
 
 
 
 
 
 
Cash and due from banks
$

 
$
197

 
$
22,043

 
$

 
$
22,240

Cash and due from banks—intercompany
363

 
1,871

 
(2,234
)
 

 

Federal funds sold and resale agreements

 
186,860

 
38,233

 

 
225,093

Federal funds sold and resale agreements—intercompany

 
7,479

 
(7,479
)
 

 

Trading account assets
(4
)
 
139,392

 
134,359

 

 
273,747

Trading account assets—intercompany
759

 
1,432

 
(2,191
)
 

 

Investments
458

 
355

 
352,439

 

 
353,252

Loans, net of unearned income

 
1,063

 
617,761

 

 
618,824

Loans, net of unearned income—intercompany

 

 

 

 

Allowance for loan losses

 
(4
)
 
(12,708
)
 

 
(12,712
)
Total loans, net
$

 
$
1,059

 
$
605,053

 
$

 
$
606,112

Advances to subsidiaries
$
113,515

 
$

 
$
(113,515
)
 
$

 
$

Investments in subsidiaries
227,612

 

 

 
(227,612
)
 

Other assets (1)
26,474

 
40,830

 
253,219

 

 
320,523

Other assets—intercompany
62,966

 
44,693

 
(107,659
)
 

 

Total assets
$
432,143

 
$
424,168

 
$
1,172,268

 
$
(227,612
)
 
$
1,800,967

Liabilities and equity


 

 

 

 

Deposits
$

 
$

 
$
934,591

 
$

 
$
934,591

Deposits—intercompany

 

 

 

 

Federal funds purchased and securities loaned or sold

 
133,899

 
23,309

 

 
157,208

Federal funds purchased and securities loaned or sold—intercompany
185

 
22,679

 
(22,864
)
 

 

Trading account liabilities

 
79,313

 
56,833

 

 
136,146

Trading account liabilities—intercompany
587

 
1,290

 
(1,877
)
 

 

Short-term borrowings
45

 
530

 
20,318

 

 
20,893

Short-term borrowings—intercompany

 
38,627

 
(38,627
)
 

 

Long-term debt
148,892

 
4,025

 
54,918

 

 
207,835

Long-term debt—intercompany

 
48,642

 
(48,642
)
 

 

Advances from subsidiaries
42,379

 

 
(42,379
)
 

 

Other liabilities
3,957

 
54,921

 
56,655

 

 
115,533

Other liabilities—intercompany
8,576

 
11,223

 
(19,799
)
 

 

Stockholders’ equity
227,522

 
29,019

 
199,832

 
(227,612
)
 
228,761

Total liabilities and equity
$
432,143

 
$
424,168

 
$
1,172,268

 
$
(227,612
)
 
$
1,800,967


(1)
Other assets for Citigroup parent company at March 31, 2016 included $ 22.8 billion of placements to Citibank and its branches, of which $ 16.8 billion had a remaining term of less than 30 days.




214



Condensed Consolidating Balance Sheet
 
December 31, 2015
In millions of dollars
Citigroup parent company

 
CGMHI

 
Other Citigroup subsidiaries and eliminations

 
Consolidating adjustments

 
Citigroup consolidated

Assets
 
 
 
 
 
 
 
 
 
Cash and due from banks
$

 
$
592

 
$
20,308

 
$

 
$
20,900

Cash and due from banks—intercompany
124

 
1,403

 
(1,527
)
 

 

Federal funds sold and resale agreements

 
178,178

 
41,497

 

 
219,675

Federal funds sold and resale agreements—intercompany

 
15,035

 
(15,035
)
 

 

Trading account assets
(8
)
 
124,731

 
125,233

 

 
249,956

Trading account assets—intercompany
1,032

 
1,765

 
(2,797
)
 

 

Investments
484

 
402

 
342,069

 

 
342,955

Loans, net of unearned income

 
1,068

 
616,549

 

 
617,617

Loans, net of unearned income—intercompany

 

 

 

 

Allowance for loan losses

 
(3
)
 
(12,623
)
 

 
(12,626
)
Total loans, net
$

 
$
1,065

 
$
603,926

 
$

 
$
604,991

Advances to subsidiaries
$
104,405

 
$

 
$
(104,405
)
 
$

 
$

Investments in subsidiaries
221,362

 

 

 
(221,362
)
 

Other assets (1)
25,819

 
36,860

 
230,054

 

 
292,733

Other assets—intercompany
58,207

 
30,737

 
(88,944
)
 

 

Total assets
$
411,425

 
$
390,768

 
$
1,150,379

 
$
(221,362
)
 
$
1,731,210

Liabilities and equity

 

 

 

 


Deposits
$

 
$

 
$
907,887

 
$

 
$
907,887

Deposits—intercompany

 

 

 

 

Federal funds purchased and securities loaned or sold

 
122,459

 
24,037

 

 
146,496

Federal funds purchased and securities loaned or sold—intercompany
185

 
22,042

 
(22,227
)
 

 

Trading account liabilities

 
62,386

 
55,126

 

 
117,512

Trading account liabilities—intercompany
1,036

 
2,045

 
(3,081
)
 

 

Short-term borrowings
146

 
188

 
20,745

 

 
21,079

Short-term borrowings—intercompany

 
34,916

 
(34,916
)
 

 

Long-term debt
141,914

 
2,530

 
56,831

 

 
201,275

Long-term debt—intercompany

 
51,171

 
(51,171
)
 

 

Advances from subsidiaries
36,453

 

 
(36,453
)
 

 

Other liabilities
3,560

 
55,482

 
54,827

 

 
113,869

Other liabilities—intercompany
6,274

 
10,967

 
(17,241
)
 

 

Stockholders’ equity
221,857

 
26,582

 
196,015

 
(221,362
)
 
223,092

Total liabilities and equity
$
411,425

 
$
390,768

 
$
1,150,379

 
$
(221,362
)
 
$
1,731,210


(1)
Other assets for Citigroup parent company at December 31, 2015 included 21.8 billion of placements to Citibank and its branches, of which 13.9 billion had a remaining term of less than 30 days.



215



Condensed Consolidating Statement of Cash Flows
 
Three months ended March 31, 2016
In millions of dollars
Citigroup parent company

 
CGMHI

 
Other Citigroup subsidiaries and eliminations

 
Consolidating adjustments

 
Citigroup consolidated

Net cash provided by (used in) operating activities of continuing operations
$
5,194

 
$
(2,833
)
 
$
(2,217
)
 
$

 
$
144

Cash flows from investing activities of continuing operations
 
 
 
 
 
 
 
 
 
Purchases of investments
$

 
$

 
$
(59,715
)
 
$

 
$
(59,715
)
Proceeds from sales of investments

 

 
39,268

 

 
39,268

Proceeds from maturities of investments
26

 

 
16,518

 

 
16,544

Change in deposits with banks

 
(7,380
)
 
(16,472
)
 

 
(23,852
)
Change in loans

 

 
(5,057
)
 

 
(5,057
)
Proceeds from sales and securitizations of loans

 

 
1,247

 

 
1,247

Proceeds from significant disposals

 

 
265

 

 
265

Change in federal funds sold and resales

 
(1,127
)
 
(4,291
)
 

 
(5,418
)
Changes in investments and advances—intercompany
(12,271
)
 
(6,052
)
 
18,323

 

 

Other investing activities

 

 
(472
)
 

 
(472
)
Net cash used in investing activities of continuing operations
$
(12,245
)
 
$
(14,559
)
 
$
(10,386
)
 
$

 
$
(37,190
)
Cash flows from financing activities of continuing operations
 
 
 
 
 
 
 
 
 
Dividends paid
$
(359
)
 
$

 
$

 
$

 
$
(359
)
Issuance of preferred stock
1,004

 

 

 

 
1,004

Treasury stock acquired
(1,312
)
 

 

 

 
(1,312
)
Proceeds (repayments) from issuance of long-term debt, net
2,448

 
1,527

 
(2,034
)
 

 
1,941

Proceeds (repayments) from issuance of long-term debt—intercompany, net

 
(2,692
)
 
2,692

 

 

Change in deposits

 

 
26,704

 

 
26,704

Change in federal funds purchased and repos

 
12,077

 
(1,365
)
 

 
10,712

Change in short-term borrowings
(109
)
 
342

 
(419
)
 

 
(186
)
Net change in short-term borrowings and other advances—intercompany
5,926

 
3,711

 
(9,637
)
 

 

Capital contributions from parent

 
2,500

 
(2,500
)
 

 

Other financing activities
(308
)
 

 

 

 
(308
)
Net cash provided by financing activities of continuing operations
$
7,290

 
$
17,465

 
$
13,441

 
$

 
$
38,196

Effect of exchange rate changes on cash and due from banks
$

 
$

 
$
190

 
$

 
$
190

Change in cash and due from banks
$
239

 
$
73

 
$
1,028

 
$

 
$
1,340

Cash and due from banks at beginning of period
124

 
1,995

 
18,781

 

 
20,900

Cash and due from banks at end of period
$
363

 
$
2,068

 
$
19,809

 
$

 
$
22,240

Supplemental disclosure of cash flow information for continuing operations


 


 


 


 


Cash paid during the year for income taxes
$
(231
)
 
$
20

 
$
899

 
$

 
$
688

Cash paid during the year for interest
1,036

 
637

 
1,021

 

 
2,694

Non-cash investing activities


 


 


 


 


Decrease in goodwill associated with significant disposals reclassified to HFS
$

 
$

 
$
(30
)
 
$

 
$
(30
)
Transfers to loans HFS from loans

 

 
3,200

 

 
3,200

Transfers to OREO and other repossessed assets

 

 
56

 

 
56


216



Condensed Consolidating Statement of Cash Flows
 
Three months ended March 31, 2015
In millions of dollars
Citigroup parent company

 
CGMHI

 
Other Citigroup subsidiaries and eliminations

 
Consolidating adjustments

 
Citigroup consolidated

Net cash provided by (used in) operating activities of continuing operations
$
(1,688
)
 
$
(2,682
)
 
$
6,463

 
$

 
$
2,093

Cash flows from investing activities of continuing operations
 
 
 
 
 
 
 
 
 
Purchases of investments
$

 
$

 
$
(76,463
)
 
$

 
$
(76,463
)
Proceeds from sales of investments

 

 
56,928

 

 
56,928

Proceeds from maturities of investments
31

 

 
19,866

 

 
19,897

Change in deposits with banks

 
(1,453
)
 
(4,354
)
 

 
(5,807
)
Change in loans

 

 
6,831

 

 
6,831

Proceeds from sales and securitizations of loans

 

 
3,259

 

 
3,259

Change in federal funds sold and resales

 
3,929

 
(374
)
 

 
3,555

Changes in investments and advances—intercompany
(7,034
)
 
(12,268
)
 
19,302

 

 

Other investing activities
2

 
(20
)
 
(587
)
 

 
(605
)
Net cash provided by (used in) investing activities of continuing operations
$
(7,001
)
 
$
(9,812
)
 
$
24,408

 
$

 
$
7,595

Cash flows from financing activities of continuing operations
 
 
 
 
 
 
 
 
 
Dividends paid
$
(159
)
 
$

 
$

 
$

 
$
(159
)
Issuance of preferred stock
1,494

 

 

 

 
1,494

Treasury stock acquired
(297
)
 

 

 

 
(297
)
Proceeds (repayments) from issuance of long-term debt, net
1,515

 
(255
)
 
(5,049
)
 

 
(3,789
)
Proceeds (repayments) from issuance of long-term debt—intercompany, net

 
13,014

 
(13,014
)
 

 

Change in deposits

 

 
315

 

 
315

Change in federal funds purchased and repos

 
2,322

 
(389
)
 

 
1,933

Change in short-term borrowings
(400
)
 
795

 
(19,325
)
 

 
(18,930
)
Net change in short-term borrowings and other advances—intercompany
6,966

 
(2,545
)
 
(4,421
)
 

 

Other financing activities
(419
)
 

 

 

 
(419
)
Net cash provided by (used in) financing activities of continuing operations
$
8,700

 
$
13,331

 
$
(41,883
)
 
$

 
$
(19,852
)
Effect of exchange rate changes on cash and due from banks
$

 
$

 
$
(64
)
 
$

 
$
(64
)
Change in cash and due from banks
$
11

 
$
837

 
$
(11,076
)
 
$

 
$
(10,228
)
Cash and due from banks at beginning of period
125

 
1,751

 
30,232

 

 
32,108

Cash and due from banks at end of period
$
136

 
$
2,588

 
$
19,156

 
$

 
$
21,880

Supplemental disclosure of cash flow information for continuing operations


 


 


 


 


Cash paid during the year for income taxes
$
4

 
$
44

 
$
1,052

 
$

 
$
1,100

Cash paid during the year for interest
1,206

 
210

 
1,492

 

 
2,908

Non-cash investing activities


 


 


 


 


Decrease in net loans associated with significant disposals reclassified to HFS
$

 
$

 
$
(8,735
)
 
$

 
$
(8,735
)
Decrease in investments associated with significant disposals reclassified to HFS

 

 
(1,499
)
 

 
(1,499
)
Decrease in goodwill and intangible assets associated with significant disposals reclassified to HFS

 

 
(184
)
 

 
(184
)
Transfers to loans HFS from loans

 

 
14,600

 

 
14,600

Transfers to OREO and other repossessed assets

 

 
88

 

 
88

Non-cash financing activities


 


 


 


 


Decrease in long-term debt due to deconsolidation of VIEs
$

 
$

 
$
(4,673
)
 
$

 
$
(4,673
)

217



UNREGISTERED SALES OF EQUITY, PURCHASES OF EQUITY SECURITIES, DIVIDENDS

Unregistered Sales of Equity Securities
None.

Equity Security Repurchases
The following table summarizes Citi’s equity security repurchases, which consisted entirely of common stock repurchases:

In millions, except per share amounts
Total shares
purchased
Average
price paid
per share
Approximate dollar
value of shares that
may yet be purchased
under the plan or
programs
January 2016
 
 
 
Open market repurchases (1)
15.7

$
44.18

$
1,939

Employee transactions (2)


N/A

February 2016
 
 
 
Open market repurchases (1)
9.8

38.69

1,558

Employee transactions (2)
0.8

37.56

N/A

March 2016
 
 
 
Open market repurchases (1)
5.6

42.11

1,322

Employee transactions (2)


N/A

Amounts as of March 31, 2016
31.9

$
41.97

$
1,322

(1)
Represents repurchases under the $7.8 billion 2015 common stock repurchase program (2015 Repurchase Program) that was approved by Citigroup’s Board of Directors and announced on March 11, 2015, which was part of the planned capital actions included by Citi in its 2015 Comprehensive Capital Analysis and Review (CCAR). The 2015 Repurchase Program extends through the second quarter of 2016. Shares repurchased under the 2015 Repurchase Program are added to treasury stock.
(2)
Consisted of shares added to treasury stock related to (i) certain activity on employee stock option program exercises where the employee delivers existing shares to cover the option exercise, or (ii) under Citi’s employee restricted stock programs where shares are withheld to satisfy tax requirements.
N/A Not applicable

Dividends
In addition to Board of Directors’ approval, Citi’s ability to pay common stock dividends substantially depends on regulatory approval, including an annual regulatory review of the results of the CCAR process required by the Federal Reserve Board and the supervisory stress tests required under the Dodd-Frank Act. See “Risk Factors—Regulatory Risks” in Citi’s 2015 Annual Report on Form 10-K. For information on the ability of Citigroup’s subsidiary depository institutions and non-bank subsidiaries to pay dividends, see Note 19 to the Consolidated Financial Statements in Citi’s 2015 Annual Report on Form 10-K. Any dividend on Citi’s outstanding common stock would also need to be made in compliance with Citi’s obligations to its outstanding preferred stock.
 






218



SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 2nd day of May, 2016.



CITIGROUP INC.
(Registrant)





By     /s/ John C. Gerspach
John C. Gerspach
Chief Financial Officer
(Principal Financial Officer)



By     /s/ Jeffrey R. Walsh
Jeffrey R. Walsh
Controller and Chief Accounting Officer
(Principal Accounting Officer)




219



EXHIBIT INDEX
 
Exhibit
 
 
Number
 
Description of Exhibit
3.01+
 
Restated Certificate of Incorporation of the Company, as amended, as in effect on the date hereof.
 
 
 
10.01+*
 
Employment Agreement between the Company and Stephen Bird, dated January 1, 2009 and amended June 17, 2015.
 
 
 
10.02+*
 
Form of Citigroup Inc. Performance Share Unit Award Agreement.
 
 
 
10.03*
 
Citigroup 2014 Stock Incentive Plan (as amended and restated effective April 26, 2016), incorporated by reference to Exhibit 10.1 to the Company’s Form 8-K filed April 29, 2016 (File No. 001-09924).
 
 
 
10.04*
 
The Amended and Restated 2011 Citigroup Executive Performance Plan (as amended and restated as of January 1, 2016), incorporated by reference to Exhibit 10.2 to the Company’s Form 8-K filed April 29, 2016 (File No. 001-09924).
 
 
 
12.01+
 
Calculation of Ratio of Income to Fixed Charges.
 
 
 
12.02+
 
Calculation of Ratio of Income to Fixed Charges Including Preferred Stock Dividends.
 
 
 
31.01+
 
Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
31.02+
 
Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
 
 
 
32.01+
 
Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 
 
99.01+
 
List of Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934.
 
 
 
101.01+
 
Financial statements from the Annual Report on Form 10-Q of the Company for the quarter ended March 31, 2016, filed May 2, 2016, formatted in XBRL: (i) the Consolidated Statement of Income, (ii) the Consolidated Balance Sheet, (iii) the Consolidated Statement of Changes in Equity, (iv) the Consolidated Statement of Cash Flows and (v) the Notes to Consolidated Financial Statements.
 
The total amount of securities authorized pursuant to any instrument defining rights of holders of long-term debt of the Company does not exceed 10% of the total assets of the Company and its consolidated subsidiaries. The Company will furnish copies of any such instrument to the SEC upon request.

* Denotes a management contract or compensatory plan or arrangement.
+ Filed herewith.



220
Exhibit 3.01


RESTATED
CERTIFICATE OF INCORPORATION
OF
CITIGROUP INC.

Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

The name of the corporation is Citigroup Inc. (hereinafter the “Corporation”) and the date of filing of its original Certificate of Incorporation with the Delaware Secretary of State is March 8, 1988. The name under which the Corporation filed its Certificate of Incorporation is Commercial Credit Group, Inc. A Restated Certificate of Incorporation, which restated and integrated, but did not further amend, the Certificate of Incorporation as amended or supplemented theretofore, was filed with the Delaware Secretary of State on December 11, 1998.

The text of the Restated Certificate of Incorporation as amended or supplemented heretofore is hereby restated and integrated, but not amended, to read as herein set forth in full and there is no discrepancy between the provisions of the Restated Certificate of Incorporation as so amended or supplemented and the provisions of this Restated Certificate of Incorporation. Following the effective time of this Restated Certificate of Incorporation, all references hereinafter to “Certificate of Incorporation” shall refer to this Restated Certificate of Incorporation.

FIRST:
The name of the Corporation is:

Citigroup Inc.

SECOND:
The registered office of the Corporation is to be located at the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, in the county of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.

THIRD:
The purpose of the Corporation is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: A.
The total number of shares of all classes of stock which the Corporation shall have authority to issue is Sixty Billion Thirty Million (60,030,000,000). The total number of shares of Common Stock which the Corporation shall have authority to issue is Sixty Billion (60,000,000,000) shares of Common Stock having a par value of one cent ($.01) per share. The total number of shares of Preferred Stock which the Corporation shall have the authority to issue is Thirty Million (30,000,000) shares having a par value of one dollar ($1.00) per share.

B.      The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article FOURTH, to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:

(i)
The number of shares constituting that series and the distinctive designation of that series;

(ii)
The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;

(iii)
Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;

(iv)
Whether that series shall have conversion or exchange privileges, and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board of Directors shall determine;





(v)
Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the manner of selecting shares for redemption if less than all shares are to be redeemed, the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(vi)
Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

(vii)
The right of the shares of that series to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional stock (including additional shares of such series or any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of any outstanding stock of the Corporation;

(viii)The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and

(ix)
Any other relative, participating, optional or other special rights, qualifications, limitations or restrictions of that series.

C.      Dividends on outstanding shares of Preferred Stock shall be paid, or declared and set apart for payment, before any dividends shall be paid or declared and set apart for payment on outstanding shares of Common Stock. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the assets available for distribution to holders of shares of Preferred Stock of all series shall be insufficient to pay such holders the full preferential amount to which they are entitled, then such assets shall be distributed ratably among the shares of all series of Preferred Stock in accordance with the respective preferential amounts (including unpaid cumulative dividends, if any) payable with respect thereto.

D.      Shares of any series of Preferred Stock which have been redeemed (whether through the operation of a sinking fund or otherwise) or which, if convertible or exchangeable, have been converted into or exchanged for shares of stock of any other class or classes shall have the status of authorized and unissued shares of Preferred Stock of the same series and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors or as part of any other series of Preferred Stock, all subject to the conditions and the restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of Preferred Stock.

E.      Subject to the provisions of any applicable law or except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall exclusively possess voting power for the election of directors and for all other purposes; each holder of record of shares of Common Stock being entitled to one vote for each share of Common Stock standing in his name on the books of the Corporation; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate relating to shares of Preferred Stock contemplated or authorized by Section B or Section J of this Article FOURTH) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Restated Certificate of Incorporation (including any certificate relating to shares of Preferred Stock contemplated or authorized by Section B or Section J of this Article FOURTH).

F.      Except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, after payment shall have been made to the holders of Preferred Stock of the full amount of dividends to which they shall be entitled pursuant to the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to receive such dividends as from time to time may be declared by the Board of Directors.

G.      Except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment shall have been made to the holders of Preferred Stock of the full amount to which they shall be entitled pursuant to the resolution or resolutions providing for the issue of any series of Preferred Stock, the




holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to share ratably according to the number of shares of Common Stock held by them, in all remaining assets of the Corporation available for distribution.

H.      The issuance of any shares of Common Stock or Preferred Stock authorized hereunder and any other actions permitted to be taken by the Board of Directors pursuant to this Article FOURTH must be authorized by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the entire Board of Directors or by a committee of the Board of Directors constituted by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the entire Board of Directors.

I.      Notwithstanding any other provision of this Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares entitled to vote thereon shall be required to amend, alter, change or repeal, or adopt any provision as part of this Certificate of Incorporation inconsistent with the purpose and intent of, Section B through I of this Article FOURTH.

J.      Pursuant to the authority conferred by this Article FOURTH, the following series of Preferred Stock are hereby provided for, with the number of shares to be included in each such series, and the designation, powers, preference and rights, and qualifications, limitations or restrictions thereof fixed as stated and expressed with respect to each such series in the respective exhibit attached hereto as specified below and incorporated herein by reference:

 
Exhibit I
 
8.125% Non-Cumulative Preferred Stock, Series AA
 
Exhibit II
 
8.40% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series E
 
Exhibit III
 
8.50% Non-Cumulative Preferred Stock, Series F
 
Exhibit IV
 
Series R Participating Cumulative Preferred Stock
 
Exhibit V
 
6.5% Non-Cumulative Convertible Preferred Stock, Series T

FIFTH:
The Directors need not be elected by written ballot unless and to the extent the By-Laws so require.

SIXTH:
The books and records of the Corporation may be kept (subject to any mandatory requirement of law) outside the State of Delaware at such place or places as may be determined from time to time by or pursuant to authority granted by the Board of Directors or by the By-Laws.

SEVENTH:
The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. At each annual meeting, each director shall be elected for a one-year term. A director shall hold office until the annual meeting held the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, even if less than a quorum, or a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Restated Certificate of Incorporation applicable thereto.

EIGHTH: A.
In addition to any affirmative vote required by law or this Certificate of Incorporation or the By-Laws of the Corporation, and except as otherwise expressly provided in Section B of this Article EIGHTH, a Business Combination (as hereinafter defined) shall require the affirmative vote of not less than a majority of the votes cast affirmatively and negatively by the holders of Voting Stock (as hereinafter defined), voting together as a single class. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage or separate class vote may be specified, by law or in any agreement with any national securities exchange or otherwise.

B.
The provisions of Section A of this Article EIGHTH shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote, if any, as is required by law or by any other provision of this Certificate of Incorporation or the By-Laws of the Corporation or otherwise, if all of the conditions specified in either of the following Paragraphs 1 or 2 are met; provided, however, that in the case of a Business Combination that does not involve the payment of consideration to the holders of the Corporation’s outstanding




Capital Stock (as hereinafter defined), then the provisions of Section A of this Article EIGHTH must be satisfied unless the conditions specified in the following Paragraph 1 are met:

1.
The Business Combination shall have been approved (and such approval not subsequently rescinded) by a majority of the Continuing Directors (as hereinafter defined), either specifically or as a transaction which is within an approved category of transactions with an Interested Stockholder. Such approval may be given prior to or subsequent to the acquisition of, or announcement or public disclosure of the intention to acquire, beneficial ownership of the Voting Stock that caused the Interested Stockholder to become an Interested Stockholder, provided, however, that approval shall be effective for the purposes of this Paragraph 1 only if obtained at a meeting at which a Continuing Director Quorum (as hereinafter defined) was present; and provided further, that such approval may be rescinded by a majority of the Continuing Directors at any meeting at which a Continuing Director Quorum is present and which is held prior to consummation of the proposed Business Combination.

2.
All of the following conditions, if applicable, shall have been met:

The aggregate amount of cash and the Fair Market Value (as hereinafter defined), as of the date of the consummation of the Business Combination (the “Consummation Date”), of consideration other than cash to be received per share by holders of shares of any class or series of outstanding Capital Stock in such Business Combination shall be at least equal to the amount determined, as applicable, under Paragraph 2(a) or 2(b) below:

(a)
if the Fair Market Value per share of such class or series of Capital Stock on the date of the first public announcement of the proposed Business Combination (the “Announcement Date”) is less than the Fair Market Value per share of such class or series of Capital Stock on the date on which the Interested Stockholder became an Interested Stockholder (the “Determination Date”), an amount (the “Premium Capital Stock Price”) equal to the sum of (i) the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date plus (ii) the product of the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date multiplied by the highest percentage premium over the closing sale price per share of such class or series of Capital Stock paid on any day by or on behalf of the Interested Stockholder for any share of such class or series of Capital Stock in connection with the acquisition by the Interested Stockholder of beneficial ownership of shares of such class or series of Capital Stock within the two-year period immediately prior to the Announcement Date or in the transaction in which it became an Interested Stockholder; provided, however, that if the Premium Capital Stock Price as determined above is greater than the highest per share price paid by or on behalf of the Interested Stockholder for any share of such class or series of Capital Stock in connection with the acquisition by the Interested Stockholder of beneficial ownership of shares of such class or series of Capital Stock within the two-year period immediately prior to the Announcement Date, the amount required under this Paragraph 2(a) shall be the higher of (A) such highest price paid by or on behalf of the Interested Stockholder, and (B) the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date (the Fair Market Value and other prices per share of such class or series of Capital Stock referred to in this Paragraph 2(a) shall be in each case appropriately adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to such class or series of Capital Stock); or

(b)
if the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date is greater than or equal to the Fair Market Value per share of such class or series of Capital Stock on the Determination Date, in each case as appropriately adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to such class or series of Capital Stock, a price per share equal to the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date.

The provisions of this Paragraph 2 shall be required to be met with respect to every class or series of outstanding Capital Stock which is the subject of the Business Combination whether or not the Interested Stockholder has previously acquired beneficial ownership of any shares of a particular class or series of Capital Stock.

(c)
After the Determination Date and prior to the Consummation Date of such Business Combination:

(i) except as approved by a majority of the Continuing Directors at a meeting at which a Continuing Director Quorum is present, there shall have been no failure to declare and pay at the regular date




therefor any full quarterly dividends (whether or not cumulative) payable in accordance with the terms of any outstanding Capital Stock; (ii) there shall have been an increase in the annual rate of dividends paid on the Common Stock as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction that has the effect of reducing the number of outstanding shares of Common Stock, unless the failure so to increase such annual rate is approved by a majority of the Continuing Directors at a meeting at which a Continuing Director Quorum is present; and (iii) such Interested Stockholder shall not have become the beneficial owner of any additional shares of Capital Stock except as part of the transaction that results in such Interested Stockholders becoming an Interested Stockholder and except in a transaction that, after giving effect thereto, would not result in any increase in the Interested Stockholder’s percentage beneficial ownership of any class or series of Capital Stock.

(d)
After the Determination Date, such Interested Stockholder shall not have received the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise.

(e)
A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Act”) (or any subsequent provisions replacing such Act, rules or regulations), shall be mailed to all stockholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions). The proxy or information statement shall contain on the first page thereof, in a prominent place, any statement as to the advisability (or inadvisability) of the Business Combination that the Continuing Directors, or any of them, may choose to make and, if deemed advisable by a majority of the Continuing Directors, the opinion of an investment banking firm selected by a majority of the Continuing Directors as to the fairness (or not) of the terms of the Business Combination from a financial point of view to the holders of the outstanding shares of Capital Stock other than the Interested Stockholder and its Affiliates or Associates (as hereinafter defined), such investment banking firm to be paid a reasonable fee for its services by the Corporation.

(f)
Such Interested Stockholder shall not have made any major change in the Corporation’s business or equity capital structure without the approval of at least a majority of the Continuing Directors.

C. The following definitions shall apply with respect to this Article EIGHTH:

1.      The term “Business Combination” shall mean:

(a)
any merger or consolidation of the Corporation or any Major Subsidiary (as hereinafter defined) with, or any sale, lease, exchange, transfer or other disposition of substantially all the assets or outstanding shares of capital stock of the Corporation or any Major Subsidiary with or for the benefit of, (i) any Interested Stockholder or (ii) any other company (whether or not itself an Interested Stockholder) which is or after such merger, consolidation or sale, lease, exchange, transfer or other disposition would be an Affiliate or Associate of an Interested Stockholder; or

(b)
any sale, lease, exchange, mortgage, pledge, transfer or other disposition or security arrangement, investment, loan, advance, guarantee, agreement to purchase, agreement to pay, extension of credit, joint venture participation or other arrangement (in one transaction or a series of transactions) with or for the benefit of any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder involving any assets, securities or commitments of the Corporation, any Major Subsidiary or any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder having an aggregate Fair Market Value and/or involving aggregate commitments of Twenty-Five Million dollars ($25,000,000) or more; or

(c)
any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries (as hereinafter defined) or any other transaction (whether or not with or otherwise involving an Interested Stockholder) that has the effect, directly or indirectly, of increasing the proportionate share of any class or series of Capital Stock, or any securities convertible into Capital Stock or into equity securities of




any Subsidiary, that is beneficially owned by any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or

(d)
any agreement, contract or other arrangement providing for any one or more of the actions specified in the foregoing clauses (a) to (d);

provided, however, that no such aforementioned transaction shall be deemed to be a Business Combination subject to this Article EIGHTH if the Announcement Date of such transaction occurs more than eighteen months after the Determination Date with respect to such Interested Stockholder.

2.
The term “Capital Stock” shall mean all capital stock of the Corporation authorized to be issued from time to time under Article FOURTH of this Certificate of Incorporation, including, without limitation, the Common Stock, and the term “Voting Stock” shall mean all Capital Stock which by its terms may be voted on all matters submitted to stockholders of the Corporation generally.

3.
The term “person” shall mean any individual, firm, company or other entity and shall include any group comprised of any person and any other person with whom such person or any Affiliate or Associate of such person has any agreement, arrangement or understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of Capital Stock.

4.
The term “Interested Stockholder” shall mean any person (other than the Corporation or any Subsidiary and other than any profit-sharing, employee stock ownership or other employee benefit plan of the Corporation or any trustee of or fiduciary with respect to any such plan when acting in such capacity) who (a) is, or has announced or publicly disclosed a plan or intention to become, the beneficial owner of Voting Stock representing twenty-five percent (25%) or more of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock; or (b) is an Affiliate or Associate of the Corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner of Voting Stock representing twenty-five percent (25%) or more of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock.

5.
A person shall be a “beneficial owner” of any Capital Stock (a) which such person or any of its Affiliates or Associates beneficially owns directly or indirectly; (b) which such person or any of its Affiliates or Associates has, directly or indirectly, (i) the right to acquire (whether such right is exercisable immediately or subject only to the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding; or (c) which is beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Capital Stock. For the purposes of determining whether a person is an Interested Stockholder pursuant to Paragraph 4 of this Section C, the number of shares of Capital Stock deemed to be outstanding shall include shares deemed beneficially owned by such person through application of this Paragraph 5 of Section C, but shall not include any other shares of Capital Stock that may be reserved for issuance or issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

6.
The terms “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Act as in effect on the date that this Article EIGHTH is approved and adopted by the Sole Incorporator (the term “registrant” in said Rule 12b-2 meaning in this case the Corporation); provided, however, that the terms “Affiliate” and “Associate” shall not include any profit-sharing, employee stock ownership or other employee benefit plan of the Corporation or any trustee of or fiduciary with respect to any such plan when acting in such capacity.

7.
The term “Subsidiary” means any company of which a majority of any class of equity security is beneficially owned by the Corporation; provided, however, that for the purposes of the definition of Interested Stockholder set forth in Paragraph 4 of this Section C, the term “Subsidiary” shall mean only a company of which a majority of each class of equity security is beneficially owned by the Corporation.

8.
The term “Major Subsidiary” means a Subsidiary having assets of twenty-five million dollars ($25,000,000) or more as reflected in the most recent fiscal year-end audited, or if unavailable, unaudited, consolidated balance sheet, prepared in accordance with applicable state insurance law with respect to




Subsidiaries engaged in an insurance business, and in accordance with generally accepted accounting principles with respect to Subsidiaries engaged in a business other than an insurance business.

9.
The term Continuing Director” means any member of the Board of Directors of the Corporation, while such person is a member of the Board of Directors, who is not an Affiliate or Associate or representative of the Interested Stockholder and who was a member of the Board of Directors prior to the time that the Interested Stockholder became an Interested Stockholder, and any successor of a Continuing Director while such successor is a member of the Board of Directors, who is not an Affiliate or Associate or representative of the Interested Stockholder and who is recommended or elected to succeed the Continuing Director by a majority of the Continuing Directors; provided, however, that the term “Continuing Director” shall not include any officer of the Corporation or of any Affiliate or Associate of the Corporation.

10.
The term “Fair Market Value” means (a) in the case of cash, the amount of such cash; (b) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Act on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any similar system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by a majority of the Continuing Directors in good faith; and (c) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined in good faith by a majority of the Continuing Directors.

11.
The term “Continuing Director Quorum” means at least two (2) Continuing Directors capable of exercising the power conferred upon them under the provisions of the Certificate of Incorporation and By-Laws of the Corporation.

12.
In the event of any Business Combination in which the Corporation survives, the phrase “consideration other than cash to be received” as used in Paragraph 2 of Section B of this Article EIGHTH shall include the shares of Common Stock and/or the shares of any other class or series of Capital Stock retained by the holders of such shares.

D.      A majority of the Continuing Directors at a meeting at which a Continuing Director Quorum is present shall have the power and duty to determine the purposes of this Article EIGHTH, on the basis of information known to them after reasonable inquiry, and to determine all questions arising under this Article EIGHTH, including, without limitation, (a) whether a person is an Interested Stockholder, (b) the number of shares of Capital Stock or other securities beneficially owned by any person, (c) whether a person is an Affiliate or Associate of another, (d) whether the assets that are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of twenty-five million dollars ($25,000,000) or more as provided in Paragraph 1(b) of Section C of this Article EIGHTH and (e) whether a Subsidiary is a Major Subsidiary. Any such determination made in good faith shall be binding and conclusive on all parties. In the event a Continuing Director Quorum cannot be attained at such meeting, all such determinations shall be made by the Delaware Court of Chancery.

E.      Nothing contained in this Article EIGHTH shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

F.      The fact that any Business Combination complies with the provisions of Section B of this Article EIGHTH shall not be construed to impose any fiduciary duty, obligation or responsibility on the Board of Directors, or any member thereof, to approve such Business Combination or recommend its adoption or approval to the stockholders of the Corporation, nor shall such compliance limit, prohibit or otherwise restrict in any manner the Board of Directors, or any member thereof, with respect to evaluations of or actions and responses taken with respect to such Business Combination.

G.      Notwithstanding any other provisions of this Certificate of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation), the affirmative vote of the holders of not less than a majority of the voting power of the outstanding shares entitled to vote thereon, voting together as a single class, shall be




required to amend, alter, change or repeal, or adopt any provision as part of this Certificate of Incorporation inconsistent with the purpose and intent of this Article EIGHTH.

NINTH:
In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board of Directors shall have the power to adopt, amend, alter or repeal the Corporation’s By-Laws. The affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the entire Board of Directors shall be required to adopt, amend, alter or repeal the Corporation’s By-Laws. Notwithstanding any other provisions of this Certificate of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation), the affirmative vote of the holders of not less than a majority of the voting power of the outstanding shares entitled to vote thereon shall be required to adopt, amend, alter or repeal, or adopt any provision as part of this Certificate of Incorporation inconsistent with the purpose and intent of, this Article NINTH.

TENTH:
No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

ELEVENTH:
Except as provided in Articles FOURTH, SEVENTH, EIGHTH and NINTH of this Certificate of Incorporation, the Corporation reserves the right to amend and repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware, and all rights of stockholders shall be subject to this reservation.

This Restated Certificate of Incorporation was duly adopted by the Board of Directors in accordance with Section 245 of the General Corporation Law of the State of Delaware.

This Restated Certificate of Incorporation shall be effective upon filing.

IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be signed by its duly authorized officer, this 30 th day of October, 2009.

 
CITIGROUP INC.
 
 
 
/s/ Michael S. Helfer
 
Name:
Michael S. Helfer
 
 
Corporate Secretary







Exhibit I

8.125% Non-Cumulative Preferred Stock, Series AA

Section 1.      Designation.

The designation of the series of preferred stock shall be “8.125% Non-Cumulative Preferred Stock, Series AA” (the “ Series AA Preferred Stock ”). Each share of Series AA Preferred Stock shall be identical in all respects to every other share of Series AA Preferred Stock. Series AA Preferred Stock will rank equally with Parity Stock, if any, will rank senior to Junior Stock and will rank junior to Senior Stock, if any, with respect to the payment of dividends and/or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

Section 2.      Number of Shares.

The number of authorized shares of Series AA Preferred Stock shall be 149,500. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series AA Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series AA Preferred Stock.

Section 3.      Definitions. As used herein with respect to Series AA Preferred Stock:

Agent Members ” has the meaning set forth in Section 15(c).

Board of Directors ” has the meaning set forth in the recitals above.

Business Day ” means any weekday that is not a legal holiday in New York, New York and is not a day on which banking institutions in New York, New York are authorized or required by law or regulation to be closed.

Common Stock ” means the common stock of the Company, par value $0.01 per share, or any other shares of the capital stock of the Company into which such shares of common stock shall be reclassified or changed.

Depositary ” means DTC or its nominee or any successor depositary appointed by the Company.

Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.

Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.

Dividend Record Date ” shall have the meaning set forth in Section 4(a) hereof.

DTC ” means The Depository Trust Company.

Global Series AA Preferred Stock ” has the meaning set forth in Section 15(a).

Holder ” means the Person in whose name the shares of the Series AA Preferred Stock are registered, which may be treated by the Company, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series AA Preferred Stock for the purpose of making payment and for all other purposes.

Junior Stock ” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Series AA Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Nonpayment ” shall have the meaning set forth in Section 7(b)(i) hereof.

Officer ” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer and Head of Corporate Finance, any Assistant Treasurer, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.






Parity Stock ” means any class or series of stock of the Company hereafter authorized that ranks equally with the Series AA Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Company.

Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

Preferred Stock Director ” shall have the meaning set forth in Section 7(b)(i) hereof.

Registrar ” means the Transfer Agent acting in its capacity as registrar for the Series AA Preferred Stock, and its successors and assigns.

Senior Stock ” means any class or series of stock of the Company now existing or hereafter authorized which has preference or priority over the Series AA Preferred Stock as to the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Series AA Preferred Stock ” shall have the meaning set forth in Section 1 hereof.

Transfer Agent ” means The Bank of New York Mellon acting as Transfer Agent, Registrar and paying agent for the Series AA Preferred Stock, and its successors and assigns.

Trust ” shall have the meaning set forth in Section 6(d).

Section 4.      Dividends.

(a)
Rate. Holders shall be entitled to receive, if, as and when declared by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $25,000 per share of Series AA Preferred Stock, and no more, payable quarterly in arrears on each February 15, May 15, August 15 and November 15; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, unless that day falls in the next calendar year, in which case payment of such dividend will occur on the immediately preceding Business Day (in either case, without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series AA Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series AA Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to 8.125%. The record date for payment of dividends on the Series AA Preferred Stock will be the fifteenth day of the calendar month immediately preceding the month during which the Dividend Payment Date falls or such other record date fixed by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable will be computed on the basis of a 360-day year of twelve 30-day months.

(b)
Non-Cumulative Dividends. If the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof does not declare a dividend on the Series AA Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series AA Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent Dividend Period with respect to Series AA Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Company. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c)
Priority of Dividends. So long as any share of Series AA Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series AA Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:






(i)
purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;

(ii)
purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current dividend period, including under a contractually binding stock repurchase plan;

(iii)
as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;

(iv)
the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;

(v)
the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or

(vi)
the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The foregoing restriction, however, will not apply to any Junior Stock dividends paid by the Company where the dividend stock is the same stock as that on which the dividend is being paid.

Except as provided below, for so long as any share of Series AA Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series AA Preferred Stock and any Parity Stock, all dividends declared upon shares of Series AA Preferred Stock and any Parity Stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series AA Preferred Stock and accrued dividends for the then-current Dividend Period per share of any Parity Stock (including, in the case of any such Parity Stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

Subject to the foregoing, and not otherwise, such dividends payable in cash, stock or otherwise, as may be determined by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may be declared and paid on any Junior Stock and Parity Stock from time to time out of any assets legally available for such payment, and Holders will not be entitled to participate in those dividends.

Section 5.      Liquidation Rights.

(a)
Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series AA Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any dividends thereon from the last dividend payment date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b)
Partial Payment. If the assets of the Company are not sufficient to pay in full the liquidation preference plus any dividends which have been declared but not yet paid to all Holders and all holders of any Parity Stock, the amounts paid to the Holders and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c)
Residual Distributions. If the respective aggregate liquidating distributions to which all Holders and all holders of any Parity Stock are entitled have been paid, the holders of Junior Stock shall be entitled to receive all remaining assets of the Company according to their respective rights and preferences.

(d)
Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the





affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6.      Redemption.

(a) 
Optional Redemption. The Company, at the option of its Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may redeem out of funds legally available therefor, in whole or in part, the shares of Series AA Preferred Stock at the time outstanding, on any Dividend Payment Date as to which the Company has declared a dividend in full on the Series AA Preferred Stock on or after the Dividend Payment Date on February 15, 2018, upon notice given as provided in Section 6(b) below, and at a redemption price equal to $25,000 per share; provided, however, that the Company may not effect a partial redemption of the Series AA Preferred Stock unless at least 2,000 shares ($50,000,000 aggregate liquidation amount) of Series AA Preferred Stock, excluding shares of Series AA Preferred Stock held by the Company or its subsidiaries, remain outstanding after giving effect to such partial redemption.

(b)  
Notice of Redemption. Notice of every redemption of shares of Series AA Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series AA Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series AA Preferred Stock. Each notice shall state:

(i)
the redemption date;

(ii)
the number of shares of Series AA Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii)
the redemption price;

(iv)
the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and

(v)
that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the Series AA Preferred Stock is held in book-entry form through DTC, the Company may give such notice in any manner permitted by DTC.

(c) 
Partial Redemption. In case of any redemption of only part of the shares of Series AA Preferred Stock at the time outstanding, the shares of Series AA Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series AA Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series AA Preferred Stock shall be redeemed from time to time.

(d) 
Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, in trust for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof (the “Trust”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from





time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.

Section 7.    Voting Rights.

(a)
General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by Delaware law.

(b)
Special Voting Right.

(i) 
Voting Right. If and whenever dividends on the Series AA Preferred Stock or any other class or series of preferred stock that ranks on parity with Series AA Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least six quarterly Dividend Periods (whether consecutive or not) (a “ Nonpayment ”), the number of directors constituting the Board of Directors shall be increased by two, and the Holders (together with holders of any class or series of the Company’s authorized preferred stock having equivalent voting rights), shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the Holders and the holders of any such other class or series shall not be entitled to elect such directors to the extent such election would cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders and any other class or series of preferred stock that ranks on parity with the Series AA Preferred Stock as to payment of dividends and having equivalent voting rights is a “ Preferred Stock Director .”

(ii)
Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any other class or series of stock of the Company that ranks on parity with Series AA Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request of the Holders of at least 20% of the Series AA Preferred Stock or the holders of at least 20% of such other series (addressed to the secretary at the Company’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the Holders and any other class or series of preferred stock that ranks on parity with Series AA Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid for the election of the two directors to be elected by them as provided in Section 7(b)(iii) below. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii)
Notice of Special Meeting. Notice for a special meeting will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting will hold office until the next annual meeting of the stockholders of the Company unless they have been previously terminated or removed pursuant to Section 7(b)(iv). In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by the vote of the Holders (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the stockholders.






(iv)
Termination; Removal. Whenever the Company has paid full dividends for at least four consecutive quarterly dividend periods following a Nonpayment on the Series AA Preferred Stock and any other class or series of non-cumulative preferred stock ranking on parity with Series AA Preferred Stock as to payment of dividends, if any, and has paid cumulative dividends in full on any class or series of cumulative preferred stock ranking on parity with the Series AA Preferred Stock as to payment of dividends (in each case, upon which equivalent voting rights to those set forth in Section 7(b)(iii) have been conferred and are exercisable), then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Stock Directors will immediately terminate, and the number of directors constituting the Board of Directors will be reduced accordingly. Any Preferred Stock Director may be removed at any time without cause by the Holders of a majority of the outstanding shares of the Series AA Preferred Stock (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(b).

(c) 
Senior Issuances; Adverse Changes. So long as any shares of Series AA Preferred Stock are outstanding, the vote or consent of the Holders of at least two-thirds of the shares of Series AA Preferred Stock at the time outstanding, voting as a class with all other series of preferred stock ranking equally with the Series AA Preferred Stock and entitled to vote thereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i)
any amendment, alteration or repeal of any provision of the Company’s Certificate of Incorporation (including the certificate of designation creating the Series AA Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences or special rights of the Series AA Preferred Stock so as to affect them adversely;

(ii)
any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock ranking prior to the Series AA Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding-up of the Company; or

(iii)
the consummation of a binding share exchange or reclassification involving the Series AA Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series AA Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series AA Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series AA Preferred Stock prior to such merger or consolidation), and (ii) such Series AA Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series AA Preferred Stock, taken as a whole; provided, however, that any increase in the amount of the authorized or issued Series AA Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series AA Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series AA Preferred Stock and Holders will have no right to vote on such an increase, creation or issuance.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect one or more but not all series of preferred stock of the Company, then only such series of preferred stock as are





adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu of all other series of preferred stock).

(d) 
No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or (c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series AA Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 8. Preemption and Conversion Rights.

The Holders shall not have any rights of preemption or conversion.

Section 9. Rank.

Notwithstanding anything set forth in the Certificate of Incorporation or this Certificate of Designation to the contrary, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, without the vote of the Holders, may authorize and issue additional shares of Junior Stock or Parity Stock.

Section 10. Repurchase.

Subject to the limitations imposed herein, the Company may purchase and sell Series AA Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine; provided, however , that the Company shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Company is, or by such purchase would be, rendered insolvent; provided, further, however , that in the event that the Company beneficially owns any Series AA Preferred Stock the Company will procure that voting rights in respect of such Series AA Preferred Stock are not exercised.

Section 11. Unissued or Reacquired Shares.

Shares of Series AA Preferred Stock not issued or which have been issued and redeemed or otherwise purchased or acquired by the Company shall be restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 12. No Sinking Fund.

Shares of Series AA Preferred Stock are not subject to the operation of a sinking fund.

Section 13. Transfer Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Registrar and paying agent for the Series AA Preferred Stock shall be The Bank of New York Mellon. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 14. Replacement Certificates.

Mutilated, Destroyed, Stolen and Lost Certificates. If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.

Section 15. Form.

(a) 
Global Series AA Preferred Stock. Series AA Preferred Stock may be issued in the form of one or more permanent global shares of Series AA Preferred Stock in definitive, fully registered form with a global legend in substantially the form attached hereto as Exhibit A (each, a “ Global Series AA Preferred Stock ”), which is hereby incorporated in and expressly made a part of this Restated Certificate of Incorporation. The Global Series AA Preferred Stock may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). The





aggregate number of shares represented by each Global Series AA Preferred Stock may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided. This Section 15(a) shall apply only to a Global Series AA Preferred Stock deposited with or on behalf of the Depositary.

(b)
Delivery to Depositary. If Global Series AA Preferred Stock is issued, the Company shall execute and the Registrar shall, in accordance with this Section, countersign and deliver initially one or more Global Series AA Preferred Stock that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to the Depositary or pursuant to instructions received from the Depositary or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar.

(c)
Agent Members. If Global Series AA Preferred Stock is issued, members of, or participants in, the Depositary (“ Agent Members ”) shall have no rights under this Certificate of Designation with respect to any Global Series AA Preferred Stock held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary or under such Global Series AA Preferred Stock, and the Depositary may be treated by the Company, the Registrar and any agent of the Company or the Registrar as the absolute owner of such Global Series AA Preferred Stock for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Registrar or any agent of the Company or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Series AA Preferred Stock. If Global Series AA Preferred Stock is issued, the Depositary may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Series AA Preferred Stock, or this Certificate of Designation or the Certificate of Incorporation.

(d)
Physical Certificates. Owners of beneficial interests in any Global Series AA Preferred Stock shall not be entitled to receive physical delivery of certificated shares of Series AA Preferred Stock, unless (x) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for the Global Series AA Preferred Stock and the Company does not appoint a qualified replacement for the Depositary within 90 days, (y) the Depositary ceases to be a “clearing agency” registered under the Exchange Act and the Company does not appoint a qualified replacement for the Depositary within 90 days or (z) the Company decides to discontinue the use of book-entry transfer through the Depositary. In any such case, the Global Series AA Preferred Stock shall be exchanged in whole for definitive shares of Series AA Preferred Stock in registered form, with the same terms and of an equal aggregate Liquidation Preference. Such definitive shares of Series AA Preferred Stock shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.

(e)
Signature. An Officer shall sign any Global Series AA Preferred Stock for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Series AA Preferred Stock no longer holds that office at the time the Transfer Agent countersigned the Global Series AA Preferred Stock, the Global Series AA Preferred Stock shall be valid nevertheless. A Global Series AA Preferred Stock shall not be valid until an authorized signatory of the Transfer Agent manually countersigns Global Series AA Preferred Stock. Each Global Series AA Preferred Stock shall be dated the date of its countersignature.

Section 16. Taxes.

(a)
Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series AA Preferred Stock or shares of Common Stock or other securities issued on account of Series AA Preferred Stock pursuant hereto or certificates representing such shares or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series AA Preferred Stock, shares of Common Stock or other securities in a name other than that in which the shares of Series AA Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b)
Withholding. All payments and distributions (or deemed distributions) on the shares of Series AA Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 17. Notices.






All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designation) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 480 Washington Boulevard, 29th Floor, Jersey City, New Jersey 07310 (Attention: Corporate Trust Office), or other agent of the Company designated as permitted by this Certificate of Designation, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.






Exhibit A

FORM OF
8.125% NON-CUMULATIVE PREFERRED STOCK, SERIES AA

FACE OF SECURITY

[THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ SECURITIES ACT ”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY PRIOR TO THE DATE THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH CITIGROUP INC. (THE “ COMPANY ”) OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) (THE “RESALE RESTRICTION TERMINATION DATE” ) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS SHARES OF THE SERIES AA PREFERRED STOCK ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRANSFER AGENTS RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRANSFER AGENT. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]

[ IF GLOBAL PREFERRED STOCK IS ISSUED: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION REFERRED TO BELOW.]

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.






Certificate Number
Number of Shares of Series AA Preferred Stock

CUSIP NO.:

CITIGROUP INC.

8.125% Non-Cumulative Preferred Stock, Series AA
(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [           ] (the “Holder”) is the registered owner of [                ](1) [                     , or such number as is indicated in the records of the Registrar and the Depository,](2) fully paid and non-assessable shares of the Company’s designated 8.125% Non-Cumulative Preferred Stock, Series AA, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series AA Preferred Stock”). The shares of Series AA Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series AA Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designation dated January 24. 2008 as the same may be amended from time to time (the “Certificate of Designation”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designation. The Company will provide a copy of the Certificate of Designation to a Holder without charge upon written request to the Company at its principal place of business.

Reference is hereby made to select provisions of the Series AA Preferred Stock set forth on the reverse hereof, and to the Certificate of Designation, which select provisions and the Certificate of Designation shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designation and is entitled to the benefits thereunder.

Unless the Registrar has properly countersigned, these shares of Series AA Preferred Stock shall not be entitled to any benefit under the Certificate of Designation or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] this              day of            ,      .


CITIGROUP INC.
 
 
 
 
By:
 
 
Name:
 
 
Title:
 
 


(1) This phrase should be included only if the share certificate evidences certificated shares of Series AA Preferred Stock.
(2) This phrase should be included only if the share certificate evidences Global Series AA Preferred Stock.






REGISTRAR’S COUNTERSIGNATURE

These are shares of Series AA Preferred Stock referred to in the within-mentioned Certificate of Designation.

Dated:

THE BANK OF NEW YORK MELLON, as Registrar
 
 
 
By:
 
 
Name:
 
 
Title:
 
 






REVERSE OF CERTIFICATE

Dividends on each share of Series AA Preferred Stock shall be payable at the rate provided in the Certificate of Designation.

The shares of Series AA Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designation.

The Company shall furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series AA Preferred Stock evidenced hereby to:

 
 
 
 
 
 

(Insert assignee’s social security or taxpayer identification number)

 
 
 
 
 
 

(Insert address and zip code of assignee)

and irrevocably appoints:

 
 
 
 
 
 

as agent to transfer the shares of Series AA Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.

Date:

Signature:

 
 

(Sign exactly as your name appears on the other side of this Certificate)

Signature Guarantee:
 
 

(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)







Exhibit II

8.40% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series E

Section 1.      Designation.

The designation of the series of preferred stock shall be “8.40% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series E.” Each share of Series E Preferred Stock shall be identical in all respects to every other share of Series E Preferred Stock. Series E Preferred Stock will rank equally with Parity Stock, will rank senior to Junior Stock and will rank junior to Senior Stock, if any, with respect to the payment of dividends and/or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affair of the Company.

Section 2.      Number of Shares.

The number of authorized shares of Series E Preferred Stock shall be 240,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series E Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series E Preferred Stock.

Section 3.      Definitions. As used herein with respect to Series E Preferred Stock:

Agent Members ” has the meaning set forth in Section 15(c).

Board of Directors ” has the meaning set forth in the recitals above.

“Business Day” means any weekday that is not a legal holiday in New York City and is not a day on which banking institutions in New York City are authorized or required by law or regulation to be closed.

Calculation Agent means the Transfer Agent acting in its capacity as calculation agent for the Series E Preferred Stock, and its successors and assigns.

Common Stock ” means the common stock of the Company, par value $0.01 per share, or any other shares of the capital stock of the Company into which such shares of common stock shall be reclassified or changed.

Depositary ” means DTC or its nominee or any successor depositary appointed by the Company.

Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.

Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.

Dividend Record Date ” shall have the meaning set forth in Section 4(a) hereof.

DTC ” means The Depository Trust Company.

Global Series E Preferred Stock ” has the meaning set forth in Section 15(a).

Holder ” means the Person in whose name the shares of the Series E Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series E Preferred Stock for the purpose of making payment and for all other purposes.

Junior Stock ” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Series E Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

LIBOR Determination. Date ” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.






London Banking Day ” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.

Nonpayment ” shall have the meaning set forth in Section 7(b)(i) hereof.

Officer ” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer and Head of Corporate Finance, any Assistant Treasurer, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.

Parity Stock ” means any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series E Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Company.

Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

Preferred Stock Director ” shall have the meaning set forth in Section 7(b)(i) hereof.

Registrar ” means the Transfer Agent acting in its capacity as registrar for the Series E Preferred Stock, and its successors and assigns.

Reuters Screen LIBOR01 Page ” means the display designated on the Reuters Screen LIBOR01 Page (or such other page as may replace Reuters Screen LIBOR01 Page on the service or such other service as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for United States dollar deposits).

Senior Stock ” means any class or series of stock of the Company now existing or hereafter authorized which has preference or priority over the Series E Preferred Stock as to the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Series E Preferred Stock ” shall have the meaning set forth in Section I hereof.

Three-month LIBOR ” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on Reuters Screen LIBOR01 Page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on April 30, 2018, 2.920%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.

Transfer Agent ” means The Bank of New York Mellon acting as Transfer Agent, Calculation Agent, Registrar and paying agent for the Series E Preferred Stock, and its successors and assigns.

Trust ” shall have the meaning set forth in Section 6(d).






Section 4.      Dividends.

(a)
Rate. Holders shall be entitled to receive, if, as and when declared by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee of the Board of Directors, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $25,000 per share of Series E Preferred Stock, and no more, payable (i) semi-annually in arrears on each April 30 and October 30 from the date of issuance to, but excluding, April 30, 2018, and (ii) quarterly in arrears on each January 30, April 30, July 30, and October 30 from and including April 30, 2018; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (i) on or prior to April 30, 2018, without any interest or other payment in respect of such delay, and (ii) after April 30, 2018, with dividends accruing to the actual payment date (each such day on which dividends are payable a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series E Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series E Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 8.40%, for each Dividend Period from and including the date of issuance to, but excluding, April 30, 2018 and (ii) the greater of (x) Three-month LIBOR plus 4.0285% and (y) 7.7575%, for each Dividend Period from and including April 30, 2018. The record date for payment of dividends on the Series E Preferred Stock will be the fifteenth day of the calendar month immediately preceding the month during which the Dividend Payment Date falls or such other record date fixed by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to April 30, 2018 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after April 30, 2018 will be computed on the basis of a 360-day year and the actual number of days elapsed.

(b)
Non-Cumulative Dividends. If the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof does not declare a dividend on the Series E Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series E Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent Dividend Period with respect to Series E Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Company. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c)
Priority of Dividends. So long as any share of Series E Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series E Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:

(i)
purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;

(ii)
purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current dividend period, including under a contractually binding stock repurchase plan;

(iii)
as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;

(iv)
the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;

(v)
the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or






(vi)
the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The foregoing restriction, however, will not apply to any Junior Stock dividends paid by the Company where the dividend stock is the same stock as that on which the dividend is being paid.

Except as provided below, for so long as any share of Series E Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series E Preferred Stock and any Parity Stock, all dividends declared upon shares of Series E Preferred Stock and any Parity Stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series E Preferred Stock and accrued dividends for the then-current Dividend Period per share of any Parity Stock (including, in the case of any such Parity Stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

Subject to the foregoing, and not otherwise, such dividends payable in cash, stock or otherwise, as may be determined by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may be declared and paid on any Junior Stock and Parity Stock from time to time out of any assets legally available for such payment, and Holders will not be entitled to participate in those dividends.

Section 5.      Liquidation Rights.

(a)
Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series E Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any accrued dividends thereon from the last dividend payment date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b)
Partial Payment. If the assets of the Company are not sufficient to pay in full the liquidation preference plus any dividends which have been declared but not yet paid to all Holders and all holders of any Parity Stock, the amounts paid to the Holders and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c)
Residual Distributions. If the respective aggregate liquidating distributions to which all Holders and all holders of any Parity Stock are entitled have been paid, the holders of Junior Stock shall be entitled to receive all remaining assets of the Company according to their respective rights and preferences.

(d)
Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6.      Redemption.

(a) 
Optional Redemption. The Company, at the option of its Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may redeem out of funds legally available therefor, in whole or in part, the shares of Series E Preferred Stock at the time outstanding, on any Dividend Payment Date on or after April 30, 2018 as to which the Company has declared a dividend in full on the Series E Preferred Stock, upon notice given as provided in Section 6(b) below, and at a redemption price equal to $25,000 per share; provided, however, that the Company may not effect a partial redemption of the Series E Preferred Stock unless at least 2,000 shares ($50,000,000 aggregate liquidation amount) of Series E Preferred Stock, excluding shares of Series E Preferred Stock held by the Company or its subsidiaries, remain outstanding after giving effect to such partial redemption.

(b) 
Notice of Redemption. Notice of every redemption of shares of Series E Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date





fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series E Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series E Preferred Stock. Each notice shall state:

(i)
the redemption date;

(ii)
the number of shares of Series E Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii)
the redemption price;

(iv)
the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and

(v)
that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the Series E Preferred Stock is held in book-entry form through DTC, the Company may give such notice in any manner permitted by DTC.

(c) 
Partial Redemption. In case of any redemption of only part of the shares of Series E Preferred Stock at the time outstanding, the shares of Series E Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series E Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series E Preferred Stock shall be redeemed from time to time.

(d)
  Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, in trust for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof (the “ Trust ”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.

Section 7.      Voting Rights.

(a)
General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by Delaware law.

(b)
Special Voting Right.

(i)  Voting Right. If and whenever dividends on the Series E Preferred Stock or any other class or series of preferred stock that ranks on parity with Series E Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods (whether consecutive or not) (a “ Nonpayment ”), the number of directors constituting the Board of Directors shall be increased by two, and the Holders (together with holders of any class or series of the





Company’s authorized preferred stock having equivalent voting rights), shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the Holders and the holders of any such other class or series shall not be entitled to elect such directors to the extent such election would cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders and any other class or series of preferred stock that ranks on parity with the Series E Preferred Stock as to payment of dividends and having equivalent voting rights is a “ Preferred Stock Director .”

(ii)
Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any other class or series of stock of the Company that ranks on parity with Series E Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request of the Holders of at least 20% of the Series E Preferred Stock or the holders of at least 20% of such other series (addressed to the secretary at the Company’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the Holders and any other class or series of preferred stock that ranks on parity with Series E Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid for the election of the two directors to be elected by them as provided in Section 7(b)(iii) below. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii)
Notice of Special Meeting. Notice for a special meeting will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting will hold office until the next annual meeting of the stockholders of the Company unless they have been previously terminated or removed pursuant to Section 7(b)(iv). In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by the vote of the Holders (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the stockholders.

(iv)
Termination; Removal. Whenever the Company has paid full dividends for at least two consecutive semi-annual or four consecutive quarterly dividend periods following a Nonpayment on the Series E Preferred Stock and any other class or series of non-cumulative preferred stock ranking on parity with Series E Preferred Stock as to payment of dividends, if any, and has paid cumulative dividends in full on any class or series of cumulative preferred stock ranking on parity with the Series E Preferred Stock as to payment of dividends (in each case, upon which equivalent voting rights to those set forth in Section 7(b)(iii) have been conferred and are exercisable), then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar nonpayment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Stock Directors will immediately terminate, and the number of directors constituting the Board of Directors will be reduced accordingly. Any Preferred Stock Director may be removed at any time without cause by the Holders of a majority of the outstanding shares of the Series E Preferred Stock (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(b).

(c)  
Senior Issuances; Adverse Changes. So long as any shares of Series E Preferred Stock are outstanding, the vote or consent of the Holders of at least two-thirds of the shares of Series E Preferred Stock at the time outstanding, voting as a class with all other series of preferred stock ranking equally with the Series E Preferred Stock and entitled to vote thereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose,





will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i)
any amendment, alteration or repeal of any provision of the Company’s Certificate of Incorporation (including the certificate of designation creating the Series E Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences or special rights of the Series E Preferred Stock so as to affect them adversely;

(ii)
any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock ranking prior to the Series E Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding-up of the Company; or

(iii)
the consummation of a binding share exchange or reclassification involving the Series E Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series E Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series E Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series E Preferred Stock prior to such merger or consolidation), and (ii) such Series E Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series E Preferred Stock, taken as a whole;

provided, however, that any increase in the amount of the authorized or issued Series E Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series E Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series E Preferred Stock and Holders will have no right to vote on such an increase, creation or issuance.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect one or more but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu of all other series of preferred stock).

(d) 
No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or (c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series E Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 8. Preemption and Conversion Rights.

The Holders shall not have any rights of preemption or conversion.

Section 9. Rank.

Notwithstanding anything set forth in the Certificate of Incorporation or this Certificate of Designation to the contrary, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, without the vote of the Holders, may authorize and issue additional shares of Junior Stock or Parity Stock.

Section 10. Repurchase.






Subject to the limitations imposed herein, the Company may purchase and sell Series E Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine; provided, however, that the Company shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Company is, or by such purchase would be, rendered insolvent; provided, further, however, that in the event that the Company beneficially owns any Series E Preferred Stock, the Company will procure that voting rights in respect of such Series E Preferred Stock are not exercised.

Section 11. Unissued or Reacquired Shares.

Shares of Series E Preferred Stock not issued or which have been issued and redeemed or otherwise purchased or acquired by the Company shall be restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 12. No Sinking Fund.

Shares of Series E Preferred Stock are not subject to the operation of a sinking fund.

Section 13. Transfer Agent, Calculation Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series E Preferred Stock shall be The Bank of New York Mellon. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 14. Replacement Certificates.

Mutilated, Destroyed, Stolen and Lost Certificates. If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.

Section 15. Form.

(a)  Global Series E Preferred Stock. Series E Preferred Stock may be issued in the form of one or more permanent global shares of Series E Preferred Stock in definitive, fully registered form with a global legend in substantially the form attached hereto as Exhibit A (each, a “ Global Series E Preferred Stock ”), which is hereby incorporated in and expressly made a part of this Certificate of Designation. The Global Series E Preferred Stock may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). The aggregate number of shares represented by each Global Series E Preferred Stock may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided. This Section 15(a) shall apply only to a Global Series E Preferred Stock deposited with or on behalf of the Depositary.

(b)
Delivery to Depositary. If Global Series E Preferred Stock is issued, the Company shall execute and the Registrar shall, in accordance with this Section, countersign and deliver initially one or more Global Series E Preferred Stock that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to the Depositary or pursuant to instructions received from the Depositary or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar.

(c)
Agent Members. If Global Series E Preferred Stock is issued, members of, or participants in, the Depositary ( Agent Members ) shall have no rights under this Certificate of Designation with respect to any Global Series E Preferred Stock held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary or under such Global Series E Preferred Stock, and the Depositary may be treated by the Company, the Registrar and any agent of the Company or the Registrar as the absolute owner of such Global Series E Preferred Stock for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Registrar or any agent of the Company or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Series E Preferred Stock. If Global Series E Preferred Stock is issued, the Depositary may grant proxies or otherwise authorize any Person to take any action





that a Holder is entitled to take pursuant to the Series E Preferred Stock, this Certificate of Designation or the Certificate of Incorporation.

(d)
Physical Certificates. Owners of beneficial interests in any Global Series E Preferred Stock shall not be entitled to receive physical delivery of certificated shares of Series E Preferred Stock, unless (x) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for the Global Series E Preferred Stock and the Company does not appoint a qualified replacement for the Depositary within 90 days, (y) the Depositary ceases to be a “clearing agency” registered under the Exchange Act and the Company does not appoint a qualified replacement for the Depositary within 90 days or (z) the Company decides to discontinue the use of book-entry transfer through the Depositary. In any such case, the Global Series E Preferred Stock shall be exchanged in whole for definitive shares of Series E Preferred Stock in registered form, with the same terms and of an equal aggregate Liquidation Preference. Such definitive shares of Series E Preferred Stock shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.

(e)
Signature. An Officer shall sign any Global Series E Preferred Stock for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Series E Preferred Stock no longer holds that office at the time the Transfer Agent countersigned the Global Series E Preferred Stock, the Global Series E Preferred Stock shall be valid nevertheless. A Global Series E Preferred Stock shall not be valid until an authorized signatory of the Transfer Agent manually countersigns Global Series E Preferred Stock. Each Global Series E Preferred Stock shall be dated the date of its countersignature.

Section 16. Taxes.

(a)
Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series E Preferred Stock or shares of Common Stock or other securities issued on account of Series E Preferred Stock pursuant hereto or certificates representing such shares or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series E Preferred Stock, shares of Common Stock or other securities in a name other than that in which the shares of Series E Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b)
Withholding. All payments and distributions (or deemed distributions) on the shares of Series E Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 17. Notices.

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designation) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 480 Washington Boulevard, 29 th Floor, Jersey City, New Jersey 07310 (Attention: Corporate Trust Office), or other agent of the Company designated as permitted by this Certificate of Designation, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.






Exhibit A

FORM OF
% FIXED RATE / FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES E
FACE OF SECURITY

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION REFERRED TO BELOW.






Certificate Number
 
Number of Shares of Series E Preferred Stock
 
 
 
 
 
CUSIP NO.:

CITIGROUP INC.

% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series E
(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated % Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series E, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series E Preferred Stock”). The shares of Series E Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series E Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designation dated April 25, 2008 as the same may be amended from time to time (the “Certificate of Designation”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designation. The Company will provide a copy of the Certificate of Designation to a Holder without charge upon written request to the Company at its principal place of business.

Reference is hereby made to select provisions of the Series E Preferred Stock set forth on the reverse hereof, and to the Certificate of Designation, which select provisions and the Certificate of Designation shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designation and is entitled to the benefits thereunder.

Unless the Registrar has properly countersigned, these shares of Series E Preferred Stock shall not be entitled to any benefit under the Certificate of Designation or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] this     day of     ,    .

CITIGROUP INC.
 
By:
 
Name:
 
Title:
 






REGISTRAR’S COUNTERSIGNATURE

These are shares of Series E Preferred Stock referred to in the within-mentioned Certificate of Designation.

Dated:

THE BANK OF NEW YORK MELLON, as Registrar
 
 
 
 
By:
 
 
Name:
 
Title:
 






REVERSE OF CERTIFICATE

Dividends on each share of Series E Preferred Stock shall be payable at the rate provided in the Certificate of Designation.

The shares of Series E Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designation.

The Company shall furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series E Preferred Stock evidenced hereby to:

________________________________________________________________

________________________________________________________________

(Insert assignee’s social security or taxpayer identification number, if any)

________________________________________________________________

________________________________________________________________

(Insert address and zip code of assignee) and irrevocably appoints:

________________________________________________________________

________________________________________________________________

as agent to transfer the shares of Series E Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.

Date:
 
 
 
 
 
Signature:
 
 
 
 
 
________________________________________________________________

(Sign exactly as your name appears on the other side of this Certificate)
 
 
Signature Guarantee:
 
 
 
 

(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)







Exhibit III

8.50% Non-Cumulative Preferred Stock, Series F

Section 1. Designation.

The designation of the series of preferred stock shall be “8.50% Non-Cumulative Preferred Stock, Series F” (the “Series F Preferred Stock”). Each share of Series F Preferred Stock shall be identical in all respects to every other share of Series F Preferred Stock. Series F Preferred Stock will rank equally with Parity Stock, will rank senior to Junior Stock and will rank junior to Senior Stock, if any, with respect to the payment of dividends and/or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

Section 2. Number of Shares.

The number of authorized shares of Series F Preferred Stock shall be 92,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series F Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series F Preferred Stock.

Section 3. Definitions. As used herein with respect to Series F Preferred Stock:

Agent Members ” has the meaning set forth in Section 15(c).

Board of Directors ” has the meaning set forth in the recitals above.

Business Day ” means any weekday that is not a legal holiday in New York City and is not a day on which banking institutions in New York City are authorized or required by law or regulation to be closed.

Common Stock ” means the common stock of the Company, par value $0.01 per share, or any other shares of the capital stock of the Company into which such shares of common stock shall be reclassified or changed.

Depositary ” means DTC or its nominee or any successor depositary appointed by the Company.

Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.

Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.

Dividend Record Date ” shall have the meaning set forth in Section 4(a) hereof.

DTC ” means The Depository Trust Company.

Global Series F Preferred Stock ” has the meaning set forth in Section 15(a).

Holder ” means the Person in whose name the shares of the Series F Preferred Stock are registered, which may be treated by the Company, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series F Preferred Stock for the purpose of making payment and for all other purposes.

Junior Stock ” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Series F Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Nonpayment ” shall have the meaning set forth in Section 7(b)(i) hereof.

Officer ” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer and Head of Corporate Finance, any Assistant Treasurer, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.






Parity Stock ” means any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series F Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Company.

Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

Preferred Stock Director ” shall have the meaning set forth in Section 7(b)(i) hereof.

Registrar ” means the Transfer Agent acting in its capacity as registrar for the Series F Preferred Stock, and its successors and assigns.

Senior Stock ” means any class or series of stock of the Company now existing or hereafter authorized which has preference or priority over the Series F Preferred Stock as to the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Series F Preferred Stock ” shall have the meaning set forth in Section 1 hereof.

Transfer Agent ” means The Bank of New York Mellon acting as Transfer Agent, Registrar and paying agent for the Series F Preferred Stock, and its successors and assigns.

Trust ” shall have the meaning set forth in Section 6(d).

Section 4. Dividends.

(a)
Rate. Holders shall be entitled to receive, if, as and when declared by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee of the Board of Directors, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $25,000 per share of Series F Preferred Stock, and no more, payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2008; provided, however , if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, (without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series F Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series F Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to 8.50%. The record date for payment of dividends on the Series F Preferred Stock will be the fifteenth day of the calendar month immediately preceding the month during which the Dividend Payment Date falls or such other record date fixed by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable will be computed on the basis of a 360-day year of twelve 30-day months.

(b)
Non-Cumulative Dividends. If the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof does not declare a dividend on the Series F Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series F Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent Dividend Period with respect to Series F Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Company. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c)
Priority of Dividends. So long as any share of Series F Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series F Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:






(i)
purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;

(ii)
purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current dividend period, including under a contractually binding stock repurchase plan;

(iii)
as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;

(iv)
the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;

(v)
the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or

(vi)
the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The foregoing restriction, however, will not apply to any Junior Stock dividends paid by the Company where the dividend stock is the same stock as that on which the dividend is being paid.

Except as provided below, for so long as any share of Series F Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series F Preferred Stock and any Parity Stock, all dividends declared upon shares of Series F Preferred Stock and any Parity Stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then current Dividend Period per share of Series F Preferred Stock and accrued dividends for the then-current Dividend Period per share of any Parity Stock (including, in the case of any such Parity Stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

Subject to the foregoing, and not otherwise, such dividends payable in cash, stock or otherwise, as may be determined by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may be declared and paid on any Junior Stock and Parity Stock from time to time out of any assets legally available for such payment, and Holders will not be entitled to participate in those dividends.

Section 5. Liquidation Rights.

(a)
Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series F Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference $25,000 per share, plus any accrued dividends thereon from the last dividend payment date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b)
Partial Payment. If the assets of the Company are not sufficient to pay in full the liquidation preference plus any dividends which have been declared but not yet paid to all Holders and all holders of any Parity Stock, the amounts paid to the Holders and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c)
Residual Distributions. If the respective aggregate liquidating distributions to which all Holders and all holders of any Parity Stock are entitled have been paid, the holders of Junior Stock shall be entitled to receive all remaining assets of the Company according to their respective rights and preferences.

(d)
Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the





Company into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6. Redemption.

(a)
Optional Redemption. The Company, at the option of its Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may redeem out of funds legally available therefor, in whole or in part, the shares of Series F Preferred Stock at the time outstanding, on any Dividend Payment Date as to which the Company has declared a dividend in full on the Series F Preferred Stock on or after the Dividend Payment Date on June 15, 2013, upon notice given as provided in Section 6(b) below, and at a redemption price equal to $25,000 per share.

(b)
Notice of Redemption. Notice of every redemption of shares of Series F Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series F Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series F Preferred Stock. Each notice shall state:

(i)
the redemption date;

(ii)
the number of shares of Series F Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii)
the redemption price;

(iv)
the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and

(v)
that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the Series F Preferred Stock is held in book-entry form through DTC, the Company may give such notice in any manner permitted by DTC.

(c)
Partial Redemption. In case of any redemption of only part of the shares of Series F Preferred Stock at the time outstanding, the shares of Series F Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series F Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series F Preferred Stock shall be redeemed from time to time.

(d)
Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, in trust for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof (the “Trust”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company





for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.

Section 7. Voting Rights.

(a)
General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by Delaware law.

(b)
Special Voting Right.

(i)
Voting Right. If and whenever dividends on the Series F Preferred Stock or any other class or series of preferred stock that ranks on parity with Series F Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least six quarterly Dividend Periods (whether consecutive or not) (a “ Nonpayment ”), the number of directors constituting the Board of Directors shall be increased by two, and the Holders (together with holders of any class or series of the Company’s authorized preferred stock having equivalent voting rights), shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the Holders and the holders of any such other class or series shall not be entitled to elect such directors to the extent such election would cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders and any other class or series of preferred stock that ranks on parity with the Series F Preferred Stock as to payment of dividends and having equivalent voting rights is a “ Preferred Stock Director .”

(ii)
Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any other class or series of stock of the Company that ranks on parity with Series F Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request of the Holders of at least 20% of the Series F Preferred Stock or the holders of at least 20% of such other series (addressed to the secretary at the Company’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the Holders and any other class or series of preferred stock that ranks on parity with Series F Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid for the election of the two directors to be elected by them as provided in Section 7(b)(iii) below. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii)
Notice of Special Meeting. Notice for a special meeting will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting will hold office until the next annual meeting of the stockholders of the Company unless they have been previously terminated or removed pursuant to Section 7(b)(iv). In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by the vote of the Holders (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the stockholders.

(iv)
Termination; Removal. Whenever the Company has paid full dividends for at least four consecutive quarterly dividend periods following a Nonpayment on the Series F Preferred Stock and any other class or series of non-cumulative preferred stock ranking on parity with Series F Preferred Stock as to payment of dividends, if any, and has paid cumulative dividends in full on any class or series of cumulative preferred stock ranking on parity with the Series F Preferred Stock as to payment of dividends (in each case, upon which equivalent voting rights to those set forth in Section 7(b)(iii) have been conferred and are exercisable), then the right of the Holders to





elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Stock Directors will immediately terminate, and the number of directors constituting the Board of Directors will be reduced accordingly. Any Preferred Stock Director may be removed at any time without cause by the Holders of a majority of the outstanding shares of the Series F Preferred Stock (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(b).

(c)
Senior Issuances; Adverse Changes. So long as any shares of Series F Preferred Stock are outstanding, the vote or consent of the Holders of at least two-thirds of the shares of Series F Preferred Stock at the time outstanding, voting as a class with all other series of preferred stock ranking equally with the Series F Preferred Stock and entitled to vote thereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i)
any amendment, alteration or repeal of any provision of the Company’s Certificate of Incorporation (including the certificate of designation creating the Series F Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences or special rights of the Series F Preferred Stock so as to affect them adversely;

(ii)
any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock ranking prior to the Series F Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding-up of the Company; or

(iii)
the consummation of a binding share exchange or reclassification involving the Series F Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series F Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series F Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series F Preferred Stock prior to such merger or consolidation), and (ii) such Series F Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series F Preferred Stock taken as a whole; provided, however , that any increase in the amount of the authorized or issued Series F Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series F Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series F Preferred Stock and Holders will have no right to vote on such an increase, creation or issuance.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect one or more but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu of all other series of preferred stock).

(d)
No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or (c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series F Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.






Section 8. Preemption and Conversion Rights.

The Holders shall not have any rights of preemption or conversion.

Section 9. Rank.

Notwithstanding anything set forth in the Certificate of Incorporation or this Certificate of Designation to the contrary, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, without the vote of the Holders, may authorize and issue additional shares of Junior Stock or Parity Stock.

Section 10. Repurchase.

Subject to the limitations imposed herein, the Company may purchase and sell Series F Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine; provided, however , that the Company shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Company is, or by such purchase would be, rendered insolvent; provided, further, however , that in the event that the Company beneficially owns any Series F Preferred Stock, the Company will procure that voting rights in respect of such Series F Preferred Stock are not exercised.

Section 11. Unissued or Reacquired Shares.

Shares of Series F Preferred Stock not issued or which have been issued and redeemed or otherwise purchased or acquired by the Company shall be restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 12. No Sinking Fund.

Shares of Series F Preferred Stock are not subject to the operation of a sinking fund.

Section 13. Transfer Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Registrar and paying agent for the Series F Preferred Stock shall be The Bank of New York Mellon. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 14. Replacement Certificates.

Mutilated, Destroyed, Stolen and Lost Certificates. If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.

Section 15. Form.

(a)
Global Series F Preferred Stock. Series F Preferred Stock may be issued in the form of one or more permanent global shares of Series F Preferred Stock in definitive, fully registered form with a global legend in substantially the form attached hereto as Exhibit A (each, a “ Global Series F Preferred Stock ”), which is hereby incorporated in and expressly made a part of this Certificate of Designation. The Global Series F Preferred Stock may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). The aggregate number of shares represented by each Global Series F Preferred Stock may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided. This Section 15(a) shall apply only to a Global Series F Preferred Stock deposited with or on behalf of the Depositary.

(b)
Delivery to Depositary. If Global Series F Preferred Stock is issued, the Company shall execute and the Registrar shall, in accordance with this Section, countersign and deliver initially one or more Global Series F Preferred Stock that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the





Registrar to the Depositary or pursuant to instructions received from the Depositary or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar.

(c)
Agent Members. If Global Series F Preferred Stock is issued, members of, or participants in, the Depositary (“ Agent Members ”) shall have no rights under this Certificate of Designation with respect to any Global Series F Preferred Stock held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary or under such Global Series F Preferred Stock and the Depositary may be treated by the Company, the Registrar and any agent of the Company or the Registrar as the absolute owner of such Global Series F Preferred Stock for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Registrar or any agent of the Company or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Series F Preferred Stock. If Global Series F Preferred Stock is issued, the Depositary may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Series F Preferred Stock, this Certificate of Designation or the Certificate of Incorporation.

(d)
Physical Certificates. Owners of beneficial interests in any Global Series F Preferred Stock shall not be entitled to receive physical delivery of certificated shares of Series F Preferred Stock, unless (x) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for the Global Series F Preferred Stock and the Company does not appoint a qualified replacement for the Depositary within 90 days, (y) the Depositary ceases to be a “clearing agency” registered under the Exchange Act and the Company does not appoint a qualified replacement for the Depositary within 90 days or (z) the Company decides to discontinue the use of book-entry transfer through the Depositary. In any such case, the Global Series F Preferred Stock shall be exchanged in whole for definitive shares of Series F Preferred Stock in registered form, with the same terms and of an equal aggregate Liquidation Preference. Such definitive shares of Series F Preferred Stock shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.

(e)
Signature. An Officer shall sign any Global Series F Preferred Stock for the Company in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Series F Preferred Stock no longer holds that office at the time the Transfer Agent countersigned the Global Series F Preferred Stock, the Global Series F Preferred Stock shall be valid nevertheless. A Global Series F Preferred Stock shall not be valid until an authorized signatory of the Transfer Agent manually countersigns Global Series F Preferred Stock. Each Global Series F Preferred Stock shall be dated the date of its countersignature.

Section 16. Taxes.

(a)
Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series F Preferred Stock or shares of Common Stock or other securities issued on account of Series F Preferred Stock pursuant hereto or certificates representing such shares or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series F Preferred Stock, shares of Common Stock or other securities in a name other than that in which the shares of Series F Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b)
Withholding. All payments and distributions (or deemed distributions) on the shares of Series F Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 17. Notices.

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designation) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 480 Washington Boulevard, 29th Floor, Jersey City, New Jersey 07310 (Attention: Corporate Trust Office), or other agent of the Company designated as permitted by this Certificate of Designation, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the





records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.






Exhibit A

FORM OF
8.50% NON-CUMULATIVE PREFERRED STOCK, SERIES F

FACE OF SECURITY

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION REFERRED TO BELOW.






REGISTRAR’S COUNTERSIGNATURE

These are shares of Series F Preferred Stock referred to in the within-mentioned Certificate of Designation.

Dated:

THE BANK OF NEW YORK MELLON, as Registrar
 
 
 
 
By:
 
 
Name:
 
Title:
 






REVERSE OF CERTIFICATE

Dividends on each share of Series F Preferred Stock shall be payable at the rate provided in the Certificate of Designation.

The shares of Series F Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designation.

The Company shall furnish without charge to each holder who so requests the powers, designation, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Company and the qualifications. limitations or restrictions of such preferences and/or rights.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series F Preferred Stock evidenced hereby to:

 
 
 
 
 
 

(Insert assignees social security or taxpayer identification number, if any)

 
 
 
 
 
 

(Insert address and zip code of assignee)

and irrevocably appoints:

 
 
 
 
 
 

as agent to transfer the shares of Series F Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.

Date:
 
Signature:
 
 
 
 
 
(Sign exactly as your name appears on the other side of this Certificate)
 
 
 
Signature Guarantee:
 
 

(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)







Exhibit IV
Series R Participating Cumulative Preferred Stock

Section 1. Designation and Number of Shares.

The shares of such series shall be designated as “Series R Participating Cumulative Preferred Stock” (the “ Series R Preferred Stock ”), and the number of shares constituting such series shall be 28,000. Such number of shares of the Series R Preferred Stock may be increased or decreased by resolution of the Board of Directors; provided that no decrease shall reduce the number of shares of Series R Preferred Stock to a number less than the number of shares then outstanding plus the number of shares issuable upon exercise or conversion of outstanding rights, options or other securities issued by the Corporation.

Section 2. Dividends and Distributions.

(a) 
Subject to the prior and superior rights of the holders of any shares of any class or series of stock of the Corporation ranking prior and superior to the shares of Series R Preferred Stock with respect to dividends, the holders of shares of Series R Preferred Stock, in preference to the holders of shares of any class or series of stock of the Corporation ranking junior to the Series R Preferred Stock in respect thereof, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, regular quarterly dividends payable on such dates each year as designated by the Board of Directors (each such date being referred to herein as a “ Quarterly Dividend Payment Date ”), commencing on the first Quarterly Dividend Payment Date after the first issuance of any share or fraction of a share of Series R Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 and (ii) the Multiplier Number times the aggregate per share amount of all cash dividends or other distributions and the Multiplier Number times the aggregate per share amount of all non-cash dividends or other distributions (other than (A) a dividend payable in shares of Common Stock, par value $0.01 per share, of the Corporation (the “ Common Stock ”) or (B) a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series R Preferred Stock. As used herein, the “Multiplier Number” shall be 1,000,000; provided that if, at any time after June 9, 2009, there shall be any change in the Common Stock, whether by reason of stock dividends, stock splits, reverse stock splits, recapitalization, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations or other similar changes in capitalization, or any distribution or issuance of shares of its capital stock in a merger, share exchange, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Board of Directors shall adjust the Multiplier Number to the extent appropriate such that following such adjustment each share of Series R Preferred Stock shall be in the same economic position as prior to such event.

(b) 
The Corporation shall declare a dividend or distribution on the Series R Preferred Stock as provided in Section 2(a) immediately after it declares a dividend or distribution on the Common Stock (other than as described in Sections 2(a)(ii)(A) and 2(a)(ii)(B)); provided that if no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date (or, with respect to the first Quarterly Dividend Payment Date, the period between the first issuance of any share or fraction of a share of Series R Preferred Stock and such first Quarterly Dividend Payment Date), a dividend of $1.00 per share on the Series R Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(c) 
Dividends shall begin to accrue and be cumulative on outstanding shares of Series R Preferred Stock from the Quarterly Dividend Payment Date immediately preceding the date of issuance of such shares of Series R Preferred Stock, unless the date of issuance of such shares is on or before the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue and be cumulative from the date of issue of such shares, or unless the date of issue is a date after the record date for the determination of holders of shares of Series R Preferred Stock entitled to receive a quarterly dividend and on or before such Quarterly Dividend Payment Date, in which case dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on shares of Series R Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series R Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall not be more than 60 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. In addition to any other voting rights required by law, the holders of shares of Series R Preferred Stock shall have the following voting rights:






(a) Each share of Series R Preferred Stock shall entitle the holder thereof to a number of votes equal to the Multiplier Number on all matters submitted to a vote of stockholders of the Corporation.

(b) Except as otherwise provided herein or by law, the holders of shares of Series R Preferred Stock and the holders of shares of Common Stock shall vote together as a single class on all matters submitted to a vote of stockholders of the Corporation.

(c)  (i)  If at any time dividends on any Series R Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “ default period ”) which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series R Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Series R Preferred Stock and any other series of Preferred Stock then entitled as a class to elect directors, voting together as a single class, irrespective of series, shall have the right to elect two Directors.

(ii) 
During any default period, such voting right of the holders of Series R Preferred Stock may be exercised initially at a special meeting called pursuant to Section 3(c)(iii) hereof or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders; provided that neither such voting right nor the right of the holders of any other series of Preferred Stock, if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless the holders of 10% in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of holders of Common Stock shall not affect the exercise by holders of Preferred Stock of such voting right. At any meeting at which holders of Preferred Stock shall initially exercise such voting right, they shall have the right, voting as a class, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two Directors or, if such right is exercised at an annual meeting, to elect two Directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders of the Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series R Preferred Stock.

(iii) Unless the holders of Preferred Stock shall have previously exercised their right to elect Directors during an existing default period, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than 10% of the total number of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of holders of Preferred Stock, which meeting shall thereupon be called by the Chief Executive Officer, a Vice President or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this Section 3(c)(iii) shall be given to each holder of record of Preferred Stock by mailing such notice to him at the address of such holder shown on the registry books of the Corporation. Such meeting shall be called for a time not earlier than 20 days and not later than 60 days after such order or request or in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than 10% of the total number of shares of Preferred Stock outstanding, irrespective of series. Notwithstanding the provisions of this Section 3(c)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of stockholders.

(iv) In any default period, the holders of Common Stock, and other classes of stock of the Corporation if applicable, shall continue to be entitled to elect the whole number of Directors until the holders of Preferred Stock shall have exercised their right to elect two Directors voting as a class, after the exercise of which right (x) the Directors so elected by the holders of Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in Section 3(c)(ii) hereof) be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class of stock which elected the Director whose office shall have become vacant. References in this Section 3(c) to Directors elected by the holders of a particular class of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence.

(v) Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Preferred Stock as a class





shall terminate, and (z) the number of Directors shall be such number as may be provided for in the certificate of incorporation or bylaws irrespective of any increase made pursuant to the provisions of Section 3(c)(ii) (such number being subject, however, to change thereafter in any manner provided by law or in the certificate of incorporation or bylaws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors.

(d) 
The certificate of incorporation of the Corporation shall not be amended in any manner (whether by merger or otherwise) so as to adversely affect the powers, preferences or special rights of the Series R Preferred Stock without the affirmative vote of the holders of a majority of the outstanding shares of Series R Preferred Stock, voting separately as a class.

(e) 
Except as otherwise expressly provided herein, holders of Series R Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(a) Whenever quarterly dividends or other dividends or distributions payable on the Series R Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series R Preferred Stock shall have been paid in full, the Corporation shall not:

(i) 
declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the Series R Preferred Stock;

(ii) 
declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding-up) with the Series R Preferred Stock, except dividends paid ratably on the Series R Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii) 
redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the Series R Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding-up) to the Series R Preferred Stock; or

(iv) 
redeem, purchase or otherwise acquire for value any shares of Series R Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding-up) with the Series R Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series R Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.

(b) 
The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares.

Any shares of Series R Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired promptly after the acquisition thereof. All such shares shall upon their retirement become authorized but unissued shares of Preferred Stock without designation as to series and may be reissued as part of a new series of Preferred Stock to be created by the Board of Directors as permitted by the certificate of incorporation of the Corporation or as otherwise permitted under Delaware law.

Section 6. Liquidation, Dissolution and Winding-up.

Upon any liquidation, dissolution or winding-up of the Corporation, no distribution shall be made (a) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the Series R Preferred Stock unless, prior thereto, the holders of shares of Series R Preferred Stock shall have received $1.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment; provided that the holders of shares of Series R Preferred Stock shall be entitled to receive an aggregate amount per share equal to (x) the Multiplier Number times





(y) the aggregate amount to be distributed per share to holders of Common Stock, or (b) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding-up) with the Series R Preferred Stock, except distributions made ratably on the Series R Preferred Stock and all such other parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up.

Section 7. Consolidation, Merger, etc.

If the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or any other property, then in any such case the shares of Series R Preferred Stock shall at the same time be similarly exchanged for or changed into an amount per share equal to (x) the Multiplier Number times (y)   the aggregate amount of stock, securities, cash or any other property. as the case may be, into which or for which each share of Common Stock is changed or exchanged.

Section 8. No Redemption.

The Series R Preferred Stock shall not be redeemable.

Section 9. Rank.

The Series R Preferred Stock shall rank junior to all other series of the Preferred Stock as to the payment of dividends and the distribution of assets upon liquidation, dissolution and winding-up, unless the terms of such series shall specifically provide otherwise, and shall rank senior to the Common Stock as to such matters.

Section 10. Fractional Shares.

Series R Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series R Preferred Stock.







Exhibit V

6.5% Non-Cumulative Convertible Preferred Stock, Series T

Section 1. Designation.

The designation of the series of preferred stock shall be “6.5% Non-Cumulative Convertible Preferred Stock, Series T” (the “ Convertible Preferred Stock ”). Each share of Convertible Preferred Stock shall be identical in all respects to every other share of Convertible Preferred Stock. Convertible Preferred Stock will rank equally with Parity Stock, if any, will rank senior to Junior Stock and will rank junior to Senior Stock, if any, with respect to the payment of dividends and/or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

Section 2. Number of Shares.

The number of authorized shares of Convertible Preferred Stock shall be 66,700. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Convertible Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Convertible Preferred Stock.

Section 3. Definitions. As used herein with respect to Convertible Preferred Stock:

Affiliate ” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

Agent Members ” has the meaning set forth in Section 23(c).

Base Price ” has the meaning set forth in Section 10(a).

Board of Directors ” has the meaning set forth in the recitals in the Certificate of Designation of 6.5% Non-Cumulative Convertible Preferred Stock, Series T of Citigroup Inc. filed on January 22, 2008.

Business Day ” means any weekday that is not a legal holiday in New York, New York and is not a day on which banking institutions in New York, New York are authorized or required by law or regulation to be closed.

Closing Price ” of the Common Stock on any date of determination means the closing sale price or, if no closing sale price is reported, the last reported sale price of the shares of the Common Stock on the New York Stock Exchange on such date. If the Common Stock is not traded on the New York Stock Exchange on any date of determination, the Closing Price of the Common Stock on such date of determination means the closing sale price as reported in the composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is so listed or quoted, or, if no closing sale price is reported, the last reported sale price on the principal U.S. national or regional securities exchange on which the Common Stock is so listed or quoted, or if the Common Stock is not so listed or quoted on a U.S. national or regional securities exchange, the last quoted bid price for the Common Stock in the over-the-counter market as reported by Pink Sheets LLC or similar organization, or, if that bid price is not available, the market price of the Common Stock on that date as determined by a nationally recognized investment banking firm (unaffiliated with the Company) retained by the Company for this purpose.

Common Stock ” means the common stock of the Company, par value $0.01 per share, or any other shares of the capital stock of the Company into which such shares of common stock shall be reclassified or changed.

Constituent Person ” has the meaning set forth in Section 13(a).

Conversion Agent ” means the Transfer Agent acting in its capacity as conversion agent for the Convertible Preferred Stock, and its successors and assigns.

Conversion at the Option of the Company Date ” has the meaning set forth in Section 11(c).






Conversion Date ” has the meaning set forth in Section 8(e).

Conversion Price ” at any time means, for each share of Convertible Preferred Stock, a dollar amount equal to $50,000 divided by the Conversion Rate (initially approximately $33.73).

Conversion Rate ” means for each share of Convertible Preferred Stock, 1,482.3503 shares of Common Stock, subject to adjustment as set forth herein.

Convertible Preferred Stock ” shall have the meaning set forth in Section 1.

Current Market Price ” per share of Common Stock on any day means the average of the VWAP per share of Common Stock on each of the 10 consecutive Trading Days ending on the earlier of the day in question and the day before the Ex-date or other specified date with respect to the issuance or distribution requiring such computation, appropriately adjusted to take into account the occurrence during such period of any event described in Section 12.

Depositary ” means DTC or its nominee or any successor depositary appointed by the Company.

Dividend Payment Date ” shall have the meaning set forth in Section 4(a).

Dividend Period ” shall have the meaning set forth in Section 4(a).

Dividend Record Date ” shall have the meaning set forth in Section 4(a).

Dividend Threshold Amount ” shall have the meaning set forth in Section 12(a)(iv).

DTC ” means The Depository Trust Company.

Ex-date ” when used with respect to any issuance or distribution, means the first date on which the shares of Common Stock or other securities trade without the right to receive an issuance or distribution.

Exchange Property ” has the meaning set forth in Section 13(a).

Expiration Time ” has the meaning set forth in Section 12(a)(v).

Fundamental Change ” has the meaning set forth in Section 10(a).

Global Preferred Stock ” has the meaning set forth in Section 23(a).

Holder ” means the Person in whose name the shares of the Convertible Preferred Stock are registered, which may be treated by the Company, Transfer Agent, Registrar, paying agent and Conversion Agent as the absolute owner of the shares of Convertible Preferred Stock for the purpose of making payment and settling the related conversions and for all other purposes.

Junior Stock ” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Convertible Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Make-Whole Acquisition ” means the occurrence, prior to any Conversion Date, of one of the following:

(i) 
a “person” or “group” within the meaning of Section 13(d) of the Exchange Act files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of common equity of the Company representing more than 50% of the voting power of the outstanding Common Stock; or

(ii) 
consummation of any consolidation or merger of the Company or similar transaction or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the property and assets of the Company to any Person other than one of the Company’s subsidiaries, in each case pursuant to which the Common Stock will be converted into cash, securities or other property, other than pursuant to a transaction in which the Persons that “beneficially owned” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, voting shares of the Company immediately prior to such transaction beneficially own, directly or





indirectly, voting shares representing a majority of the total voting power of all outstanding classes of voting shares of the continuing or surviving Person immediately after the transaction;

provided, however, that a Make-Whole Acquisition will not be deemed to have occurred if at least 90% of the consideration received by holders of the Common Stock in the transaction or transactions consists of shares of common stock or depositary receipts in respect of common stock that are traded on a U.S. national securities exchange or securities exchange in the European Economic Area or that will be so traded when issued or exchanged in connection with a Make-Whole Acquisition.

Make-Whole Acquisition Conversion ” has the meaning set forth in Section 9(a).

Make-Whole Acquisition Conversion Period ” has the meaning set forth in Section 9(a).

Make-Whole Acquisition Effective Date ” has the meaning set forth in Section 9(a).

Make-Whole Acquisition Stock Price ” means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but including, the Make-Whole Acquisition Effective Date.

Make-Whole Shares ” has the meaning set forth in Section 9(b).

Market Disruption Event ” means any of the following events that has occurred:

(i)
any suspension of, or limitation imposed on, trading by any exchange or quotation system on which the Closing Price is determined pursuant to the definition of the Trading Day (a “ Relevant Exchange ”) during the one-hour period prior to the close of trading for the regular trading session on the Relevant Exchange (or for purposes of determining the VWAP per share of Common Stock any period or periods aggregating one half-hour or longer during the regular trading session on the relevant day) and whether by reason of movements in price exceeding limits permitted by the Relevant Exchange, or otherwise relating to Common Stock or in futures or options contracts relating to the Common Stock on the Relevant Exchange;

(ii)
any event (other than an event described in clause (iii)) that disrupts or impairs (as determined by the Company in its reasonable discretion) the ability of market participants during the one-hour period prior to the close of trading for the regular trading session on the Relevant Exchange (or for purposes of determining the VWAP per share of Common Stock any period or periods aggregating one half-hour or longer during the regular trading session on the relevant day) in general to effect transactions in, or obtain market values for, the Common Stock on the Relevant Exchange or to effect transactions in, or obtain market values for, futures or options contracts relating to the Common Stock on the Relevant Exchange; or

(iii)
the failure to open of the Relevant Exchange on which futures or options contracts relating to the Common Stock, are traded or the closure of such exchange prior to its respective scheduled closing time for the regular trading session on such day (without regard to after hours or any other trading outside of the regular trading session hours) unless such earlier closing time is announced by such exchange at least one hour prior to the earlier of the actual closing time for the regular trading session on such day, and the submission deadline for orders to be entered into such exchange for execution at the actual closing time on such day.

Nonpayment ” shall have the meaning set forth in Section 14(b)(i).

Notice of Conversion at the Option of the Company ” has the meaning set forth in Section 11(c).

Officer ” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer and Head of Corporate Finance, any Assistant Treasurer, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.

Officers’ Certificate ” means a certificate signed (i) by the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller or the Chief Accounting Officer, and (ii) by the Treasurer and Head of Corporate Finance, any Assistant Treasurer, the General Counsel and Corporate Secretary or any Assistant Secretary of the Company, and delivered to the Conversion Agent.






Parity Stock ” means any class or series of stock of the Company hereafter authorized that ranks equally with the Convertible Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Company.

Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

Purchased Shares ” has the meaning set forth in Section 12(a)(v).

Record Date ” has the meaning set forth in Section 12(d).

Reference Price ” means the price paid per share of Common Stock in a Fundamental Change. If the holders of shares of Common Stock receive only cash in the Fundamental Change, the Reference Price shall be the cash amount paid per share. Otherwise the Reference Price shall be the average of the Closing Price per share of Common Stock on each of the 10 Trading Days up to, but not including, the effective date of the Fundamental Change.

Registrar ” means the Transfer Agent acting in its capacity as registrar for the Convertible Preferred Stock, and its successors and assigns.

Relevant Exchange ” has the meaning set forth above in the definition of Market Disruption Event.

Reorganization Event ” has the meaning set forth in Section 13(a).

Senior Stock ” means any class or series of stock of the Company ‘now existing or hereafter authorized which has preference or priority over the Convertible Preferred Stock as to the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Trading Day ” means, for purposes of determining a VWAP or Closing Price per share of Common Stock or a Closing Price, a Business Day on which the Relevant Exchange (as defined in the definition of Market Disruption Event) is scheduled to be open for business and on which there has not occurred or does not exist a Market Disruption Event.

Transfer Agent ” means The Bank of New York Mellon acting as Transfer Agent, Registrar, paying agent and Conversion Agent for the Convertible Preferred Stock, and its successors and assigns.

Trust ” shall have the meaning set forth in Section 6(d).

VWAP ” per share of the Common Stock on any Trading Day means the per share volume-weighted average price as displayed under the heading Bloomberg VWAP on Bloomberg page C UN <equity> AQR (or its equivalent successor if such page is not available) in respect of the period from the open of trading on the relevant Trading Day until the close of trading on the relevant Trading Day (or if such volume-weighted average price is unavailable, the market price of one share of Common Stock on such Trading Days determined, using a volume-weighted average method, by a nationally recognized investment banking firm (unaffiliated with the Company) retained for this purpose by the Company).

Section 4. Dividends.

(a)
Rate. Holders shall be entitled to receive, if, as and when declared by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $50,000 per share of Convertible Preferred Stock, and no more, payable quarterly in arrears on each February 15, May 15, August 15 and November 15; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, unless that day falls in the next calendar year, in which case payment of such dividend will occur on the immediately preceding Business Day (in either case, without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “ Dividend Payment Date ”). The period from and including the date of issuance of the Convertible Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Convertible Preferred Stock will accrue on the liquidation preference of $50,000 per share at a rate per annum equal to 6.5%. The record date for payment of dividends on the Convertible Preferred Stock will be the fifteenth day of the calendar month immediately preceding the month during which the Dividend Payment Date falls or such other record date fixed by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date





will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable will be computed on the basis of a 360-day year of twelve 30-day months.

(b)
Non-Cumulative Dividends. If the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof does not declare a dividend on the Convertible Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time whether or not dividends on the Convertible Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent Dividend Period with respect to Convertible Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Company. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c)
Priority of Dividends. So long as any share of Convertible Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Convertible Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any of Junior Stock, or make any guarantee payment with respect thereto, other than:

(i)
purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;

(ii)
purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current dividend period, including under a contractually binding stock repurchase plan;

(iii)
as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;

(iv)
the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;

(v)
the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or

(vi)
the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The foregoing restriction, however, will not apply to any Junior Stock dividends paid by the Company where the dividend stock is the same stock as that on which the dividend is being paid. Except as provided below, for so long as any share of Convertible Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Convertible Preferred Stock and any Parity Stock, all dividends declared upon shares of Convertible Preferred Stock and any Parity Stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Convertible Preferred Stock and accrued dividends for the then-current Dividend Period per share of any Parity Stock (including, in the case of any such Parity Stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

Subject to the foregoing, and not otherwise, such dividends payable in cash, stock or otherwise, as may be determined by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may be declared and paid on any Junior Stock and Parity Stock from time to time out of any assets legally available for such payment, and Holders will not be entitled to participate in those dividends.

(e)
Conversion Following A Record Date. If a Conversion Date for any shares of Convertible Preferred Stock is prior to the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, the Holder of such shares will not be entitled to any such dividend. If the Conversion Date for any shares of Convertible Preferred Stock is after the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, but prior to the corresponding Dividend Payment Date, the Holder of such shares shall be entitled to





receive such dividend, notwithstanding the conversion of such shares prior to the Dividend Payment Date. However, such shares, upon surrender for conversion, must be accompanied by funds equal to the dividend on such shares; provided that no such payment need be made (i) if the Company has issued a notice of redemption of the Convertible Preferred Stock, (ii) if the Company has issued a notice of conversion at its option of the Convertible Preferred Stock, or (iii) if a conversion is made in connection with a Make-Whole Acquisition or Fundamental Change, in each case in accordance with the terms hereof.

Section 5. Liquidation Rights.

(a)
Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Convertible Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $50,000 per share, plus any accrued dividends thereon from the last dividend payment date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b)
Partial Payment. If the assets of the Company are not sufficient to pay in full the liquidation preference plus any dividends which have been declared but not yet paid to all Holders and all holders of any Parity Stock, the amounts paid to the Holders and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c)
Residual Distributions. If the respective aggregate liquidating distributions to which all Holders and all holders of any Parity Stock are entitled have been paid, the holders of Junior Stock shall be entitled to receive all remaining assets of the Company according to their respective rights and preferences.

(d)
Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6. Redemption.

(a)
Optional Redemption. The Company, at the option of its Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may redeem out of funds legally available therefor, in whole or in part, the shares of Convertible Preferred Stock at the time outstanding, on any Dividend Payment Date as to which the Company has declared a dividend in full on the Convertible Preferred Stock on or after the Dividend Payment Date on February 15, 2015, upon notice given as provided in Section 6(b) below, and at a redemption price equal to $50,000 per share.

Notwithstanding the foregoing, the Company, at the option of its Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may redeem out of funds legally available therefor, at any time, in whole but not in part, the shares of Convertible Preferred Stock at the time outstanding if the aggregate liquidation preference of such shares is equal to 5% or less of the aggregate liquidation preference of the shares of Convertible Preferred Stock originally issued by the Company, upon notice as provided in Section 6(b) below, and at a redemption price equal to $50,000 per share, plus any accrued dividends thereon from the last dividend payment date to, but excluding, the date of redemption.

(b)
Notice of Redemption. Notice of every redemption of shares of Convertible Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Convertible Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Convertible Preferred Stock. Each notice shall state:






(i)
the redemption date;

(ii)
the number of shares of Convertible Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii)
the redemption price;

(iv)
the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and

(v)
that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the Convertible Preferred Stock is held in book-entry form through DTC, the Company may give such notice in any manner permitted by DTC.

(c)
Partial Redemption. In case of any redemption of only part of the shares of Convertible Preferred Stock at the time outstanding, the shares of Convertible Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Convertible Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Convertible Preferred Stock shall be redeemed from time to time.

(d)
Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, in trust for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof (the “ Trust ”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.

(e)
Conversion Prior to Redemption. If the Convertible Preferred Stock has been called for redemption, a holder will be entitled to convert the Convertible Preferred Stock from the date of notice of the redemption until the close of business on the second Business Day immediately preceding the date of redemption.

Section 7. Right of the Holders to Convert.

Each Holder shall have the right, at such Holder’s option, to convert all or any portion of such Holder’s Convertible Preferred Stock at any time into shares of Common Stock at the Conversion Rate per share of Convertible Preferred Stock (subject to the conversion procedures of Section 8), plus cash in lieu of fractional shares.

Section 8. Conversion Procedures.

(a)
Conversion Date. Effective immediately prior to the close of business on any applicable Conversion Date, dividends shall no longer be declared on any such converted shares of Convertible Preferred Stock and such shares of Convertible Preferred Stock shall cease to be outstanding, in each case, subject to the right of Holders to receive any declared and unpaid dividends on such shares and any other payments to which they are otherwise entitled pursuant to the terms hereof.






(b)
Rights Prior to Conversion. No allowance or adjustment, except pursuant to Section 12, shall be made in respect of dividends payable to holders of the Common Stock of record as of any date prior to the close of business on any applicable Conversion Date. Prior to the close of business on any applicable Conversion Date, shares of Common Stock issuable upon conversion of, or other securities issuable upon conversion of, any shares of Convertible Preferred Stock shall not be deemed outstanding for any purpose, and Holders shall have no rights with respect to the Common Stock or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the Common Stock or other securities issuable upon conversion and rights to receive any dividends or other distributions on the Common Stock or other securities issuable upon conversion) by virtue of holding shares of Convertible Preferred Stock.

(c)
Reacquired Shares. Shares of Convertible Preferred Stock duly converted in accordance with this Certificate of Designation, or otherwise reacquired by the Company, will resume the status of authorized and unissued preferred stock, undesignated as to series and available for future issuance. The Company may from time-to-time take such appropriate action as may be necessary to reduce the authorized number of shares of Convertible Preferred Stock.

(d)
Record Holder as of Conversion Date. The Person or Persons entitled to receive the Common Stock and/or cash, securities or other property issuable upon conversion of Convertible Preferred Stock shall be treated for all purposes as the record holder(s) of such shares of Common Stock and/or securities as of the close of business on any applicable Conversion Date. In the event that a Holder shall not by written notice designate the name in which shares of Common Stock and/or cash, securities or other property (including payments of cash in lieu of fractional shares) to be issued or paid upon conversion of shares of Convertible Preferred Stock should be registered or paid or the manner in which such shares should be delivered, the Company shall be entitled to register and deliver such shares, and make such payment, in the name of the Holder and in the manner shown on the records of the Company or, in the case of global certificates, through book-entry transfer through the Depositary.

(e)
Conversion Procedure. On the date of any conversion, if a Holder’s interest is in certificated form, a Holder must do each of the following in order to convert:

(i)
complete and manually sign the conversion notice provided by the Conversion Agent, or a facsimile of the conversion notice, and deliver this irrevocable notice to the Conversion Agent;

(ii)
surrender the shares of Convertible Preferred Stock to the Conversion Agent;

(iii)
if required, furnish appropriate endorsements and transfer documents;

(iv)
if required, pay any stock transfer, documentary, stamp or similar taxes not payable by the Company pursuant to Section 24; and

(v)
if required, pay funds equal to any declared and unpaid dividend payable on the next Dividend Payment Date to which such Holder is entitled.

If a Holder’s interest is a beneficial interest in a global certificate representing Convertible Preferred Stock, in order to convert a Holder must comply with clauses (iii) through (v) listed above and comply with the Depositary’s procedures for converting a beneficial interest in a global security. The date on which a Holder complies with the procedures in this clause (ii) is the “ Conversion Date. ” The Conversion Agent shall, on a Holder’s behalf, convert the Convertible Preferred Stock into shares of Common Stock, in accordance with the terms of the notice delivered by such Holder described in clause (i) above.

Section 9. Conversion Upon Make-Whole Acquisition.

(a)
Make-Whole Acquisition Conversion. In the event of a Make-Whole Acquisition, each Holder shall have the option to convert its shares of Convertible Preferred Stock (a “ Make-Whole Acquisition Conversion ”) during the period (the “ Make-Whole Acquisition Conversion Period ”) beginning on the effective date of the Make-Whole Acquisition (the “ Make-Whole Acquisition Effective Date ”) and ending on the date that is 30 days after the Make-Whole Acquisition Effective Date and receive an additional number of shares of Common Stock in the form of Make-Whole Shares as set forth in clause (b) below.

(b)
Number of Make-Whole Shares. The number of “ Make-Whole Shares ” shall be determined for the Convertible Preferred Stock by reference to the table below for the applicable Make-Whole Acquisition Effective Date and the applicable Make-Whole Acquisition Stock Price:






 
 
Stock Price
Effective Date
 
$26.35
 
$29.00
 
$31.50
 
$34.00
 
$36.50
 
$39.00
 
$41.50
 
$45.00
 
$50.00
 
$55.00
 
$60.00
 
$70.00
 
$80.00
January 17, 2008
 
415.0586
 
336.6450
 
280.8732
 
237.7517
 
203.8817
 
176.8906
 
155.0925
 
131.0448
 
105.8382
 
87.7535
 
74.3142
 
55.9120
 
44.0147
February 15, 2009
 
415.0586
 
335.6342
 
277.8014
 
233.2029
 
198.3240
 
170.6875
 
148.5209
 
124.2930
 
99.2609
 
81.6261
 
68.7560
 
51.5750
 
40.7288
February 15, 2010
 
407.7693
 
323.3739
 
263.5573
 
217.7120
 
182.0825
 
154.1127
 
131.9261
 
108.0402
 
83.9517
 
67.5097
 
55.8939
 
41.0257
 
32.1297
February 15, 2011
 
395.7941
 
307.9461
 
245.7090
 
198.1091
 
161.3901
 
132.8521
 
110.5226
 
86.9818
 
64.1080
 
49.3099
 
39.4578
 
27.8596
 
21.5687
February 15, 2012
 
381.2183
 
289.4432
 
223.9699
 
173.5976
 
134.6697
 
104.5878
 
61.4242
 
57.8404
 
36.6760
 
24.6960
 
17.9378
 
11.5860
 
9.0663
February 15, 2013
 
357.8192
 
261.7929
 
193.6996
 
140.8052
 
98.3019
 
63.0255
 
33.5871
 
4.8144
 
0.0000
 
0.0000
 
0.0000
 
0.0000
 
0.0000
February 15, 2014
 
332.5456
 
231.2139
 
162.2294
 
112.0320
 
74.8500
 
46.3888
 
24.1098
 
3.2856
 
0.0000
 
0.0000
 
0.0000
 
0.0000
 
0.0000
February 15, 2015
 
305.5166
 
179.3119
 
85.2333
 
2.7684
 
0.0000
 
0.0000
 
0.0000
 
0.0000
 
0.0000
 
0.0000
 
0.0000
 
0 0000
 
0.0000

(i)
The exact Make-Whole Acquisition Stock Prices and Make-Whole Acquisition Effective Dates may not be set forth on the table, in which case:

(A)
if the Make-Whole Acquisition Stock Price is between two Make-Whole Acquisition Stock Price amounts on the table or the Make-Whole Acquisition Effective Dates are between two dates on the table, the number of Make-Whole Shares will be determined by straight-line interpolation between the number of Make-Whole Shares set forth for the higher and lower Make-Whole Acquisition Stock Price amounts and the two Make-Whole Acquisition Effective Dates, as applicable, based on a 365-day year;

(B)
if the Make-Whole Acquisition Stock Price is in excess of $80.00 per share (subject to adjustment pursuant to Section 12), no Make-Whole Shares will be issued upon conversion of the Convertible Preferred Stock; and

(C)
if the Make-Whole Acquisition Stock Price is less than $26.35 per share (subject to adjustment pursuant to Section 12), no Make-Whole Shares will be issued upon conversion of the Convertible Preferred Stock.

(ii)
The Make-Whole Acquisition Stock Prices set forth in the table above are subject to adjustment pursuant to Section 12 and shall be adjusted as of any date the Conversion Rate is adjusted. The adjusted Make-Whole Acquisition Stock Prices will equal the Make-Whole Acquisition Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Make-Whole Acquisition Stock Prices adjustment and the denominator of which is the Conversion Rate as so adjusted. Each of the number of Make-Whole Shares in the table shall also be subject to adjustment in the same manner as the Conversion Rate pursuant to Section 12.

(c)
Initial Make-Whole Acquisition Notice. On or before the twentieth day prior to the date on which the Company anticipates consummating the Make-Whole Acquisition (or, if later, promptly after the Company discovers that the Make-Whole Acquisition will occur), a written notice shall be sent by or on behalf of the Company, by first-class mail, postage prepaid, to the Holders as they appear in the records of the Company. Such notice shall contain:

(i)
the date on which the Make-Whole Acquisition is anticipated to be effected, and whether such Make-Whole Acquisition is anticipated to be a Fundamental Change; and

(ii)
the date, which shall be 30 days after the anticipated Make-Whole Acquisition Effective Date, by which the Make-Whole Acquisition Conversion option must be exercised.

(d)
Second Make-Whole Acquisition Notice. On the Make-Whole Acquisition Effective Date, another written notice shall be sent by or on behalf of the Company, by first-class mail, postage prepaid, to the Holders as they appear in the records of the Company. Such notice shall contain:

(i)
the date that shall be 30 days after the Make-Whole Acquisition Effective Date;

(ii)
the number of Make-Whole Shares and, if such Make-Whole Acquisition is a Fundamental Change, the Base Price;

(iii)
the amount of cash, securities and other consideration payable per share of Common Stock and Convertible Preferred Stock; and






(iv)
the instructions a Holder must follow to exercise its conversion option in connection with such Make-Whole Acquisition, including pursuant to Section 10, if applicable.

(e)
Make-Whole Acquisition Conversion Procedure. To exercise a Make-Whole Acquisition Conversion option, a Holder must, no later than 5:00 p.m., New York City time, on or before the date by which the Make-Whole Acquisition Conversion option must be exercised as specified in the notice delivered under clause (d) above, comply with the procedures set forth in Section 8(e) and indicate that it is exercising its Make-Whole Acquisition Conversion option.

(f)
Unconverted Shares Remain Outstanding. If a Holder does not elect to exercise the Make-Whole Acquisition Conversion option pursuant to this Section 9, the shares of Convertible Preferred Stock or successor security held by it will remain outstanding (subject to such Holder electing to exercise its Fundamental Change conversion option, if any, in accordance with Section 10).

(g)
Delivery Following Make-Whole Acquisition Conversion. Upon a Make-Whole Acquisition Conversion, the Conversion Agent shall, except as otherwise provided in the instructions provided by the Holder in the written notice provided to the Company or its successor as set forth in Section 8(d) above, deliver to the Holder such cash, securities or other property as are issuable with respect to Make-Whole Shares in the Make-Whole Acquisition.

(h)
Partial Make-Whole Acquisition Conversion. In the event that a Make-Whole Acquisition Conversion is effected with respect to shares of Convertible Preferred Stock or a successor security representing less than all the shares of Convertible Preferred Stock or a successor security held by a Holder, upon such Make-Whole Acquisition Conversion the Company or its successor shall execute and the Conversion Agent shall, unless otherwise instructed in writing, countersign and deliver to such Holder, at the expense of the Company or its successors, a certificate evidencing the shares of Convertible Preferred Stock or such successor security held by the Holder as to which a Make-Whole Acquisition Conversion was not effected.

Section 10. Conversion Upon Fundamental Change.

(a)
Fundamental Change Conversion. If the Reference Price in connection with a Make-Whole Acquisition is less than the Conversion Price (a “ Fundamental Change ”), a Holder may convert each share of Convertible Preferred Stock during the period beginning on the effective date of the Fundamental Change and ending on the date that is 30 days after the effective date of such Fundamental Change at an adjusted Conversion Price equal to the greater of (1) the Reference Price and (2) $18.45, subject to adjustment as described in clause (b) below (the “ Base Price ”).

(b)
Base Price Adjustment. The Base Price shall be adjusted as of any date the Conversion Rate of the Convertible Preferred Stock is adjusted pursuant to Section 12. The adjusted Base Price shall equal the Base Price applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Base Price adjustment and the denominator of which is the Conversion Rate as so adjusted.

(c)
Cash Alternative. In lieu of issuing Common Stock upon conversion in the event of a Fundamental Change, the Company may at its option, and if it obtains any necessary regulatory approval, pay an amount in cash (computed to the nearest cent) equal to the Reference Price for each share of Common Stock otherwise issuable upon conversion.

(d)
Fundamental Change Conversion Procedure. To exercise its conversion option upon a Fundamental Change, a Holder must, no later than 5:00 p.m., New York City time, on or before the date by which the conversion option upon the Fundamental Change must be exercised as specified in the notice delivered under Section 9(d) above, comply with the procedures set forth in Section 8(e) and indicate that it is exercising its Fundamental Change conversion option.

(f)
Unconverted Shares Remain Outstanding. If a Holder does not elect to exercise its conversion option upon a Fundamental Change pursuant to this Section 10, the shares of Convertible Preferred Stock or successor security held by it will remain outstanding (subject to such Holder electing to exercise its Make-Whole Acquisition Conversion option, if any, in accordance with Section 9).

(g)
Delivery Following Fundamental Change Conversion. Upon a conversion upon a Fundamental Change, the Conversion Agent shall, except as otherwise provided in the instructions provided by the Holder in the written notice provided to the Company or its successor as set forth in Section 8(d) above, deliver to the Holder such cash, securities or other property as are issuable with respect to the adjusted Conversion Price following the Fundamental Change.






(h)
Partial Fundamental Change Conversion. In the event that a conversion upon a Fundamental Change is effected with respect to shares of Convertible Preferred Stock or a successor security representing less than all the shares of Convertible Preferred Stock or a successor security held by a Holder, upon such conversion the Company or its successor shall execute and the Conversion Agent shall, unless otherwise instructed in writing, countersign and deliver to such Holder, at the expense of the Company, a certificate evidencing the shares of Convertible Preferred Stock or such successor security held by the Holder as to which a conversion upon a Fundamental Change was not effected.

Section 11. Conversion at the Option of the Company.

(a)
Company Conversion Right. On or after February 15, 2013, the Company shall have the right, at its option, at any time or from time to time to cause some or all of the Convertible Preferred Stock to be converted into shares of Common Stock at the then-applicable Conversion Rate if, for 20 Trading Days within any period of 30 consecutive Trading Days ending on the Trading Day preceding the date the Company delivers a Notice of Conversion at the Option of the Company, the Closing Price of the Common Stock exceeds 130% of the then-applicable Conversion Price of the Convertible Preferred Stock.

(b)
Partial Conversion. If the Company elects to cause less than all the shares of the Convertible Preferred Stock to be converted under clause (a) above, the Conversion Agent shall select the Convertible Preferred Stock to be converted on a pro rata basis, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof determines to be fair and equitable. If the Conversion Agent selects a portion of a Holder’s Convertible Preferred Stock for partial conversion at the option of the Company and such Holder converts a portion of its shares of Convertible Preferred Stock, the converted portion will be deemed to be from the portion selected for conversion at the option of the Company under this Section 11.

(c)
Conversion Procedure. In order to exercise the conversion right described in this Section 11, the Company shall provide notice of such conversion to each Holder (such notice, a “ Notice of Conversion at the Option of the Company ”) The Conversion Date shall be a date selected by the Company (the “ Conversion at the Option of the Company Date ”) and shall be no more than 20 days after the date on which the Company provides such Notice of Conversion at the Option of the Company. In addition to any information required by applicable law or regulation, the Notice of Conversion at the Option of the Company shall state, as appropriate:

(i)
the Conversion at the Option of the Company Date;

(ii)
the number of shares of Common Stock to be issued upon conversion of each share of Convertible Preferred Stock and, if fewer than all the shares of a Holder are to be converted, the number of such shares to be converted; and

(iii)
the number of shares of Convertible Preferred Stock to be converted.

Section 12. Anti-Dilution Adjustments.

(a) 
Adjustments. The Conversion Rate will be subject to adjustment, without duplication under the following circumstances:

(i) 
the issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Conversion Rate will be adjusted based on the following formula:

             CR 1  = CR 0  x (OS 1  / OS 0 )
 
 
 
 
where,
 
 
 
 
 
CR 0
=
the Conversion Rate in effect at the close of business on the Record Date
CR 1
=
the Conversion Rate in effect immediately after the Record Date
OS 0
=
the number of shares of Common Stock outstanding at the close of business on the Record Date prior to giving effect to such event
OS 1
=
the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such event






Notwithstanding the foregoing, no adjustment will be made for the issuance of Common Stock as a dividend or distribution to all holders of Common Stock that is made in lieu of a quarterly or annual cash dividend or distribution to such holders, to the extent such dividend or distribution does not exceed the applicable Dividend Threshold Amount. The amount of any such dividend or distribution will equal the number of such shares being issued multiplied by the average of the VWAP of the Common Stock over each of the five consecutive Trading Days prior to the Ex-date for such dividend or distribution.

(ii) 
the issuance to all holders of Common Stock of certain rights or warrants entitling them for a period expiring 60 days or less from the date of issuance of such rights or warrants to purchase shares of Common Stock (or securities convertible into Common Stock) at less than (or having a conversion price per share less than) the Current Market Price as of the Record Date, in which event each Conversion Rate will be adjusted based on the following formula:

CR 1  =CR o x(OS o +X)/(OS o +Y)
 
where,
 
 
 
 
 
CR 0
=
the Conversion Rate in effect at the close of business on the Record Date
CR 1
=
the Conversion Rate in effect immediately after the Record Date
OS 0
=
the number of shares of Common Stock outstanding at the close of business on the Record Date
X
=
the total number of shares of Common Stock issuable pursuant to such rights (or upon conversion of such securities)
Y
=
the aggregate price payable to exercise such rights (or the conversion price for such securities paid upon conversion) divided by the average of the VWAP of the Common Stock over each of the ten consecutive Trading Days prior to the Business Day immediately preceding the announcement of the issuance of such rights.

However, the Conversion Rate will be readjusted to the extent that any such rights or warrants are not exercised prior to their expiration.

(iii) the dividend or other distribution to all holders of Common Stock of shares of capital stock of the Company (other than common stock) or evidences of its indebtedness or its assets (excluding any dividend, distribution or issuance covered by clauses (i) or (ii) above or (iv) or (v) below) in which event the Conversion Rate will be adjusted based on the following formula:

CR 1   = CR 0   x   SP 0  / (SP 0 -FMV)
 
where,
 
 
 
 
 
CR 0
=
the Conversion Rate in effect at the close of business on the Record Date
CR 1
=
the Conversion Rate in effect immediately after the Record Date
SP 0
=
the Current Market Price as of the Record Date
FMV
=
the fair market value (as determined by the Board of Directors) on the Record Date of the shares of capital stock of the Company, evidences of indebtedness or assets so distributed, expressed as an amount per share of Common Stock

However, if the transaction that gives rise to an adjustment pursuant to this clause (iii) is one pursuant to which the payment of a dividend or other distribution on Common Stock consists of shares of capital stock of the Company of, or similar equity interests in, a subsidiary or other business unit of ours, (i.e., a spin-off) that are, or, when issued, will be, traded on a U.S. securities exchange or quoted on the Nasdaq Capital Market, then the Conversion Rate will instead be adjusted based on the following formula:






CR 1   = CR 0 x   (FMV 0  + MP 0 )/MP 0
 
where,
 
 
 
 
 
CR 0
=
the Conversion Rate in effect at the close of business on the Record Date
CR 1
=
the Conversion Rate in effect immediately after the Record Date
FMV 0
=
the average of the VWAP of the capital stock of the Company or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over each of the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution on the NYSE or such other national or regional exchange or market on which Common Stock is then listed or quoted
MP 0
=
the average of the VWAP of the Common Stock over each of the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution on the NYSE or such other national or regional exchange or market on which Common Stock is then listed or quoted

(iv)
the Company makes a distribution consisting exclusively of cash to all holders of Common Stock, excluding (a) any cash dividend on Common Stock to the extent that the aggregate cash dividend per share of Common Stock does not exceed (i) $0.32 in any fiscal quarter in the case of a quarterly dividend or (ii) $1.28 in the prior twelve months in the case of an annual dividend (each such number, the “ Dividend Threshold Amount ”), (b) any cash that is distributed as part of a distribution referred to in clause (iii) above, and (c) any consideration payable in connection with a tender or exchange offer made by the Company or any of its subsidiaries referred to in clause (v) below, in which event, the Conversion Rate will be adjusted based on the following formula:

CR 1  = CR 0  x SP 0 / (SP 0  -C)
 
where,
 
 
 
 
 
CR 0
=
the Conversion Rate in effect at the close of business on the Record Date
CR 1
=
the Conversion Rate in effect immediately after the Record Date
SP 0
=
the Current Market Price as of the Record Date
C
=
the amount in cash per share the Company distributes to holders in the event of a regular quarterly or annual dividend, less the dividend threshold amount

The dividend threshold amount is subject to adjustment on an inversely proportional basis whenever the Conversion Rate is adjusted, provided that no adjustment will be made to the dividend threshold amount for any adjustment made to the Conversion Rate pursuant to this clause (iv).

(v)
the Company or one or more of its subsidiaries make purchases of Common Stock pursuant to a tender offer or exchange offer by the Company or a subsidiary of the Company for Common Stock to the extent that the cash and value of any other consideration included in the payment per share of Common Stock validly tendered or exchanged exceeds the VWAP per share of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), in which event the Conversion Rate will be adjusted based on the following formula:






CR 1  = CR 0  x [(FMV + (SP 1  x OS 1 )] / (SP 1  x OS 0 )
 
where,
 
 
 
 
 
CR 0
=
the Conversion Rate in effect at the close of business on the expiration date
CR 1
=
the Conversion Rate in effect immediately after the expiration date
FMV
=
the fair market value (as determined by the Board of Directors), on the expiration date, of the aggregate value of all cash and any other consideration paid or payable for shares validly tendered or exchanged and not withdrawn as of the expiration date (the “ Purchased Shares ”)
OS 1
=
the number of shares of Common Stock outstanding as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “ Expiration Time ”) less any Purchased Shares
OS 0
=
the number of shares of Common Stock outstanding at the Expiration Time, including any Purchased Shares
SP 1
=
the average of the VWAP of the Common Stock over each of the ten consecutive Trading Days commencing with the Trading Day immediately after the expiration date.

(b)
Calculation of Adjustments. All adjustments to the Conversion Rate shall be calculated by the Company to the nearest 1/10,000th of one share of Common Stock (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment to the Conversion Rate will be required unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided further that any such adjustment of less than one percent that has not been made will be made upon (x) the end of each fiscal year of the Company, (y) the date of any notice of redemption of the Convertible Preferred Stock in accordance with the provisions hereof or any notice of a Make-Whole Acquisition and (z) any Conversion Date.

(c)      When No Adjustment Required.

(i)
Except as otherwise provided in this Section 12, the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing or for the repurchase of Common Stock.

(ii)
No adjustment of the Conversion Rate need be made as a result of: (A) the issuance of the rights; (B) the distribution of separate certificates representing the rights; (C) the exercise or redemption of the rights in accordance with any rights agreement; or (D)   the termination or invalidation of the rights, in each case, pursuant to the Company’s stockholder rights plan existing on the date of hereof, as amended, modified, or supplemented from time to time, or any newly adopted stockholder rights plans; provided, however, that to the extent that the Company has a stockholder rights plan in effect on a Conversion Date (including the Company’s rights plan, if any, existing on the date hereof), the Holder shall receive, in addition to the shares of Common Stock, the rights under such rights plan, unless, prior to any such Conversion Date, the rights have separated from the Common Stock, in which case the Conversion Rate will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock of shares of capital stock of the Company or evidences of its indebtedness or its assets as described in Section 12.01(a)(iii), subject to readjustment in the event of the expiration, termination or redemption of the rights.

(iii)
No adjustment to the Conversion Rate need be made:

(A) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in Common Stock under any plan;

(B)
upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; or

(C)
upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the date the Convertible Preferred Stock was first issued.






(iv)
No adjustment to the Conversion Rate need be made for a transaction referred to in Section 12.01 (a)(i), (ii), (iii), (iv) or (v) if Holders may participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction.

(v)
No adjustment to the Conversion Rate need be made for a change in the par value or no par value of the Common Stock.

(vi)
No adjustment to the Conversion Rate will be made to the extent that such adjustment would result in the Conversion Price being less than the par value of the Common Stock.

(vii)
Notwithstanding any other provision herein to the contrary, in the event of an adjustment pursuant to Section 12.01(a)(iv) or (v), in no event will the conversion rate following such adjustment exceed 1,897.4084, subject to adjustment pursuant to Section 12.01 (a)(i), (ii) or (iii).

(d)
Record Date. For purposes of this Section 12, “ Record Date ” means, with respect to any dividend, distribution or other transaction or event in which the holders of the Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).

(e)
Successive Adjustments. After an adjustment to the Conversion Rate under this Section 12, any subsequent event requiring an adjustment under this Section 12 shall cause an adjustment to such Conversion Rate as so adjusted.

(f)
Multiple Adjustments. For the avoidance of doubt, if an event occurs that would trigger an adjustment to the Conversion Rate pursuant to this Section 12 under more than one subsection hereof, such event, to the extent fully taken into account in a single adjustment, shall not result in multiple adjustments hereunder.

(g)
Other Adjustments. The Company may, but shall not be required to, make such increases in the Conversion Rate, in addition to those required by this Section, as the Board of Directors considers to be advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes or for any other reason.

(h)
Notice of Adjustments. Whenever a Conversion Rate is adjusted as provided under Section 12, the Company shall within 10 Business Days following the occurrence of an event that requires such adjustment (or if the Company is not aware of such occurrence, as soon as reasonably practicable after becoming so aware) or the date the Company makes an adjustment pursuant to Section 12(g):

(i)
compute the adjusted applicable Conversion Rate in accordance with Section 12 and prepare and transmit to the Conversion Agent an Officers’ Certificate setting forth the applicable Conversion Rate, as the case may be, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and

(ii)
provide a written notice to the Holders of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to the applicable Conversion Rate was determined and setting forth the adjusted applicable Conversion Rate.

(i)
Conversion Agent. The Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist that may require any adjustment of the applicable Conversion Rate or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Conversion Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 12(h) and any adjustment contained therein and the Conversion Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, that may at the time be issued or delivered with respect to any Convertible Preferred Stock; and the Conversion Agent makes no representation with respect thereto. The Conversion Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a conversion of





Convertible Preferred Stock or to comply with any of the duties, responsibilities or covenants of the Company contained in this Section 12.

(j)
Fractional Shares. No fractional shares of Common Stock will be issued to holders of the Convertible Preferred Stock upon conversion. In lieu of fractional shares otherwise issuable, holders will be entitled to receive an amount in cash equal to the fraction of a share of Common Stock, calculated on an aggregate basis in respect of the shares of Convertible Preferred Stock being converted, multiplied by the Closing Price of the Common Stock on the Trading Day immediately preceding the applicable Conversion Date.

Section 13. Adjustment for Reorganization Events.

(a)
Reorganization Events. In the event of:

(1)
any consolidation or merger of the Company with or into another person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities other property of the Company or another corporation);

(2)
any sale, transfer, lease or conveyance to another person of all or substantially all the property and assets of the Company; or

(3)
any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition) or any binding share exchange which reclassifies or changes its outstanding Common Stock; each of which is referred to as a “ Reorganization Event ,” each share of the Convertible Preferred Stock outstanding immediately prior to such Reorganization Event will, without the consent of the holders of the Convertible Preferred Stock, become convertible into the kind and amount of securities, cash and other property (the “ Exchange Property ”) receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the applicable Conversion Date) per share of Common Stock by a holder of Common Stock that is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “ Constituent Person ”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates; provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof, then for the purpose of this Section 13(a), the kind and amount of securities, cash and other property receivable upon such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or of all such holders if none make an election). On each Conversion Date following a Reorganization Event, the Conversion Rate then in effect will be applied to the value on such Conversion Date of such securities, cash or other property received per share of Common Stock, as determined in accordance with this Section 13.

(b)
Exchange Property Election. In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive shall be deemed to be the types and amounts of consideration received by the holders of the shares of Common Stock that affirmatively make an election (or of all such holders if none make an election). The amount of Exchange Property receivable upon conversion of any Convertible Preferred Stock in accordance with the terms hereof shall be determined based upon the Conversion Rate in effect on such Conversion Date.

(c)
Successive Reorganization Events. The above provisions of this Section 13 shall similarly apply to successive Reorganization Events and the provisions of Section 12 shall apply to any shares of capital stock of the Company (or any successor) received by the holders of the Common Stock in any such Reorganization Event.

(d)
Reorganization Event Notice. The Company (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 13.

Section 14. Voting Rights.

(a)
General. The Holders shall not be entitled to vote on any matter except as set forth in Section 14(b) below or as required by Delaware law.






(b)
Special Voting Right.

(i)
Voting Right. If and whenever dividends on the Convertible Preferred Stock or any other class or series of preferred stock that ranks on parity with Convertible Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 14(b)(i) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least six quarterly Dividend Periods (whether consecutive or not) (a “ Nonpayment ”), the number of directors constituting the Board of Directors shall be increased by two, and the Holders (together with holders of any class or series of the Company’s authorized preferred stock having equivalent voting rights), shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the Holders and the holders of any such other class or series shall not be entitled to elect such directors to the extent such election would cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors, and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders and any other class or series of preferred stock that ranks on parity with the Convertible Preferred Stock as to payment of dividends and having equivalent voting rights is a “ Preferred Stock Director .”

(ii)
Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any other class or series of stock of the Company that ranks on parity with Convertible Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 14(b)(i) above, the secretary of the Company may, and upon the written request of the Holders of at least 20% of the Convertible Preferred Stock or the holders of at least 20% of such other series (addressed to the secretary at the Company’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the Holders and any other class or series of preferred stock that ranks on parity with Convertible Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid for the election of the two directors to be elected by them as provided in Section 14(b)(iii) below. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii)
Notice of Special Meeting. Notice for a special meeting will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 14(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting will hold office until the next annual meeting of the stockholders of the Company unless they have been previously terminated or removed pursuant to Section 14(b)(iv). In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by the vote of the Holders (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the stockholders.

(iv)
Termination; Removal. Whenever the Company has paid full dividends for at least four consecutive quarterly dividend periods following a Nonpayment on the Convertible Preferred Stock and any other class or series of non-cumulative preferred stock ranking on parity with Convertible Preferred Stock as to payment of dividends, if any, and has paid cumulative dividends in full on any class or series of cumulative preferred stock ranking on parity with the Convertible Preferred Stock as to payment of dividends (in each case, upon which equivalent voting rights to those set forth in Section 14(b)(iii) have been conferred and are exercisable), then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Stock Directors will immediately terminate, and the number of directors constituting the Board of Directors will be reduced accordingly. Any Preferred Stock Director may be removed at any time without cause by the Holders of a majority of the outstanding shares of





the Convertible Preferred Stock (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 14(b).

(c)
Senior Issuances; Adverse Changes. So long as any shares of Convertible Preferred Stock are outstanding, the vote or consent of the Holders of at least two-thirds of the shares of Convertible Preferred Stock at the time outstanding, voting as a class with all other series of preferred stock ranking equally with the Convertible Preferred Stock and entitled to vote thereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i)
any amendment, alteration or repeal of any provision of the Company’s Certificate of Incorporation (including the certificate of designation creating the Convertible Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences or special rights of the Convertible Preferred Stock so as to affect them adversely;

(ii)
any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock ranking prior to the Convertible Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding-up of the Company; or

(iii)
the consummation of a binding share exchange or reclassification involving the Convertible Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Convertible Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Convertible Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Convertible Preferred Stock prior to such merger or consolidation), and (ii) such Convertible Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Convertible Preferred Stock, taken as a whole;

provided, however, that any increase in the amount of the authorized or issued Convertible Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Convertible Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Convertible Preferred Stock and Holders will have no right to vote on such an increase, creation or issuance.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 14(c) would adversely affect one or more but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu of all other series of preferred stock).

(d)
No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 14(b) or (c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Convertible Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 15. Preemption.






The Holders shall not have any rights of preemption.

Section 16. Rank.

Notwithstanding anything set forth in the Certificate of Incorporation or this Certificate of Designation to the contrary, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, without the vote of the Holders, may authorize and issue additional shares of Junior Stock or Parity Stock.

Section 17. Repurchase.

Subject to the limitations imposed herein, the Company may purchase and sell Convertible Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine; provided, however, that the Company shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Company is, or by such purchase would be rendered insolvent; provided, further, however, that in the event that the Company beneficially owns any Convertible Preferred Stock, the Company will procure that voting rights in respect of such Convertible Preferred Stock are not exercised.

Section 18. Unissued or Reacquired Shares.

Shares of Convertible Preferred Stock not issued or which have been issued and converted, redeemed or otherwise purchased or acquired by the Company shall be restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 19. No Sinking Fund.

Shares of Convertible Preferred Stock are not subject to the operation of a sinking fund.

Section 20. Reservation of Common Stock.

(a)
Sufficient Shares. The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock or shares acquired by the Company, solely for issuance upon the conversion of shares of Convertible Preferred Stock as provided in this Certificate of Designation, free from any preemptive or other similar rights, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the shares of Convertible Preferred Stock then outstanding, assuming that the Conversion Price equaled the Base Price. For purposes of this Section 20(a), the number of shares of Common Stock that shall be deliverable upon the conversion of all outstanding shares of Convertible Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder.

(b)
Use of Acquired Shares. Notwithstanding the foregoing, the Company shall be entitled to deliver upon conversion of shares of Convertible Preferred Stock, as herein provided, shares of Common Stock acquired by the Company (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such acquired shares are free and clear of all liens, charges, security interests or encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).

(c)
Free and Clear Delivery. All shares of Common Stock delivered upon conversion of the Convertible Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).

(d)
Compliance with Law. Prior to the delivery of any securities that the Company shall be obligated to deliver upon conversion of the Convertible Preferred Stock, the Company shall use its reasonable best efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority.

(e)
Listing. The Company hereby covenants and agrees that, if at any time the Common Stock shall be listed on the New York Stock Exchange or any other national securities exchange or automated quotation system, the Company will, if permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all the Common Stock issuable upon conversion of the Convertible Preferred Stock; provided, however, that if the rules of such exchange or automated quotation system require the Company to defer the listing of such Common Stock until the first conversion of





Convertible Preferred Stock into Common Stock in accordance with the provisions hereof, the Company covenants to list such Common Stock issuable upon conversion of the Convertible Preferred Stock in accordance with the requirements of such exchange or automated quotation system at such time.

Section 21. Transfer Agent, Conversion Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Conversion Agent, Registrar and paying agent for the Convertible Preferred Stock shall be The Bank of New York Mellon. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 22. Replacement Certificates.

(a)
Mutilated, Destroyed, Stolen and Lost Certificates. If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.

(b)
Certificates Following Conversion. If physical certificates are issued, the Company shall not be required to issue any certificates representing the Convertible Preferred Stock on or after the applicable Conversion Date. In place of the delivery of a replacement certificate following the applicable Conversion Date, the Transfer Agent, upon delivery of the evidence and indemnity described in clause (a) above, shall deliver the shares of Common Stock pursuant to the terms of the Convertible Preferred Stock formerly evidenced by the certificate.

Section 23. Form.

(a)
Global Preferred Stock. Convertible Preferred Stock may be issued in the form of one or more permanent global shares of Convertible Preferred Stock in definitive, fully registered form with a global legend in substantially the form attached hereto as Exhibit A (each, a “ Global Preferred Stock ”), which is hereby incorporated in and expressly made a part of this Certificate of Designation. The Global Preferred Stock may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). The aggregate number of shares represented by each Global Preferred Stock may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided. This Section 23(a) shall apply only to a Global Preferred Stock deposited with or on behalf of the Depositary.

(b)
Delivery to Depositary. If Global Preferred Stock is issued, the Company shall execute and the Registrar shall, in accordance with this Section, countersign and deliver initially one or more Global Preferred Stock that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to the Depositary or pursuant to instructions received from the Depositary or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar.

(c)
Agent Members. If Global Preferred Stock is issued, members of, or participants in, the Depositary (“ Agent Members ”) shall have no rights under this Certificate of Designation with respect to any Global Preferred Stock held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary or under such Global Preferred Stock, and the Depositary may be treated by the Company, the Registrar and any agent of the Company or the Registrar as the absolute owner of such Global Preferred Stock for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Registrar or any agent of the Company or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Stock. If Global Preferred Stock is issued, the Depositary may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Convertible Preferred Stock, this Certificate of Designation or the Certificate of Incorporation.

(d)
Physical Certificates. Owners of beneficial interests in any Global Preferred Stock shall not be entitled to receive physical delivery of certificated shares of Convertible Preferred Stock, unless (x) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for the Global Preferred Stock and the Company does not appoint a qualified replacement for the Depositary within 90 days, (y) the Depositary ceases to be a “clearing





agency” registered under the Exchange Act and the Company does not appoint a qualified replacement for the Depositary within 90 days or (z) the Company decides to discontinue the use of book-entry transfer through the Depositary. In any such case, the Global Preferred Stock shall be exchanged in whole for definitive shares of Convertible Preferred Stock in registered form, with the same terms and of an equal aggregate Liquidation Preference. Such definitive shares of Convertible Preferred Stock shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.

(e)
Signature. An Officer shall sign any Global Preferred Stock for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Preferred Stock no longer holds that office at the time the Transfer Agent countersigned the Global Preferred Stock, the Global Preferred Stock shall be valid nevertheless. A Global Preferred Stock shall not be valid until an authorized signatory of the Transfer Agent manually countersigns Global Preferred Stock. Each Global Preferred Stock shall be dated the date of its countersignature.

Section 24. Taxes.

(a)
Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Convertible Preferred Stock or shares of Common Stock or other securities issued on account of Convertible Preferred Stock pursuant hereto or certificates representing such shares or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Convertible Preferred Stock, shares of Common Stock or other securities in a name other than that in which the shares of Convertible Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b)
Withholding. All payments and distributions (or deemed distributions) on the shares of Convertible Preferred Stock (and on the shares of Common Stock received upon their conversion) shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 25. Notices.

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designation) with postage prepaid, addressed: (i)   if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 101 Barclay Street, New York, NY 10286 (Attention: Corporate Trust Office), or other agent of the Company designated as permitted by this Certificate of Designation, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.






Exhibit A

FORM OF
6.5% NON-CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES T

FACE OF SECURITY

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT” ), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY PRIOR TO THE DATE THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH CITIGROUP INC. (THE “COMPANY” ) OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) (THE “RESALE RESTRICTION TERMINATION DATE” ) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS SHARES OF THE CONVERTIBLE PREFERRED STOCK ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRANSFER AGENT’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRANSFER AGENT. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

[ IF GLOBAL PREFERRED STOCK IS ISSUED: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION REFERRED TO BELOW.]

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.






Certificate Number
 
Number of Shares of Convertible Preferred Stock
 
 
 
 
 
CUSIP NO.:

CITIGROUP INC.

6.5% Non-Cumulative Convertible Preferred Stock, Series T
(par value $1.00 per share)
(liquidation preference $50,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [   ] (the “Holder”) is the registered owner of [      ](1) [      , or such number as is indicated in the records of the Registrar and the Depository,](2) fully paid and non-assessable shares of the Company’s designated 6.5% Non-Cumulative Convertible Preferred Stock, Series T, with a par value of $1.00 per share and a liquidation preference of $50,000 per share (the “Convertible Preferred Stock”). The shares of Convertible Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Convertible Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designation dated January 18, 2008 as the same may be amended from time to time (the “Certificate of Designation”). Capitalized terms used herein but not defined shall have the meaning given them in the certificate of Designation. The Company will provide a copy of the Certificate of Designation to a Holder without charge upon written request to the Company at its principal place of business.

Reference is hereby made to select provisions of the Convertible Preferred Stock set forth on the reverse hereof, and to the Certificate of Designation, which select provisions and the Certificate of Designation shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designation and is entitled to the benefits thereunder.

Unless the Registrar has properly countersigned, these shares of Convertible Preferred Stock shall not be entitled to any benefit under the Certificate of Designation or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] this               day of                                 ,                      .

CITIGROUP INC.
 
By:
 
 
Name:
 
Title:
 


(1)    This phrase should be included only if the share certificate evidences certificated shares of Convertible Preferred Stock.
(2)    This phrase should be included only if the share certificate evidences Global Preferred Stock.






REGISTRAR’S COUNTERSIGNATURE

These are shares of Convertible Preferred Stock referred to in the within-mentioned Certificate of Designation.

Dated:

THE BANK OF NEW YORK MELLON, as Registrar
 
By:
 
 
Name:
 
Title:
 






REVERSE OF CERTIFICATE

Dividends on each share of Convertible Preferred Stock shall be payable at the rate provided in the Certificate of Designation.

The shares of Convertible Preferred Stock shall be convertible in the manner and accordance with the terms set forth in the Certificate of Designation.

The shares of Convertible Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designation.

The Company shall furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Convertible Preferred Stock evidenced hereby to:

________________________________________________________________

________________________________________________________________

(Insert assignee’s social security or taxpayer identification number, if any)
________________________________________________________________

________________________________________________________________

(Insert address and zip code of assignee) and irrevocably appoints:

________________________________________________________________

as agent to transfer the shares of Convertible Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.

Date:
 
Signature:
 
 
 
 
 
(Sign exactly as your name appears on the other side of this Certificate)
Signature Guarantee:
 
 

(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)









CERTIFICATE OF INCREASE

OF

SERIES R CUMULATIVE PARTICIPATING PREFERRED STOCK

OF

CITIGROUP INC.

(Pursuant to Section 151 of the General Corporation Law of the State of Delaware)



CITIGROUP INC. (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 151(g) thereof, DOES HEREBY CERTIFY:

That pursuant to authority conferred upon the Preferred Stock Committee of the Board of Directors of the Company, the Preferred Stock Committee adopted on February 8, 2010 the following resolution relating to the number of authorized shares of Series R Cumulative Participating Preferred Stock of the Company:

RESOLVED, that the authorized number of shares of the Company’s Series R Cumulative Participating Preferred Stock is hereby increased from 28,000 shares to 31,000 shares, and that the appropriate officers of the Company be and hereby are authorized and directed in the name and on behalf of the Company to execute and file a Certificate of Increase with the Secretary of State of the State of Delaware increasing the number of shares constituting the Series R Cumulative Participating Preferred Stock to 31,000 shares and to take any and all other actions deemed necessary or appropriate to effectuate this resolution.

IN WITNESS WHEREOF, the Company has caused this Certificate of Increase to be executed by its duly authorized officer on this 8 th day of February, 2010.

 
CITIGROUP INC.
 
 
 
 
 
By:
/s/ Martin A. Waters
 
 
Name:
Martin A. Waters
 
 
Title:
Assistant Treasurer









CERTIFICATE OF AMENDMENT
OF THE RESTATED CERTIFICATE
OF INCORPORATION OF CITIGROUP INC.

The undersigned officer of Citigroup Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

FIRST: The name of the Corporation is Citigroup Inc.

SECOND: Upon the filing and effectiveness (the “Effective Time”) pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) of this certificate of amendment to the restated certificate of incorporation of the Corporation, each ten shares of the Corporation’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall be combined into one (1) validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No certificates representing fractional shares of common stock shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of common stock shall be entitled to receive cash (without interest and subject to applicable withholding taxes) from the Corporation’s transfer agent in lieu of such fractional share interests automatically where shares are held in book-entry form and, where shares are held in certificated form, upon the submission of a properly completed and executed transmittal letter and the surrender of the stockholder’s Old Certificates (as defined below), in an amount equal to the proceeds attributable to the sale of such fractional shares following the aggregation and sale by the Corporation’s transfer agent of all fractional shares otherwise issuable. Each certificate that immediately prior to the Effective Time represented shares of common stock (“Old Certificates”), shall thereafter represent that number of shares of common stock into which the shares of common stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.

THIRD: At the Effective Time, Section (A) of Article FOURTH of the Restated Certificate of Incorporation of the Corporation shall be hereby amended to read in its entirety as follows:

A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is Six Billion Thirty Million (6,030,000,000). The total number of shares of Common Stock which the Corporation shall have authority to issue is Six Billion (6,000,000,000) shares of Common Stock having a par value of one cent ($.01) per share. The total number of shares of Preferred Stock which the Corporation shall have the authority to issue is Thirty Million (30,000,000) shares having a par value of one dollar ($1.00) per share.

FOURTH: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FIFTH: The foregoing amendment shall be effective at 4:10 p.m. (Eastern Time), May 6 th , 2011.






IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer, this 6th day of May, 2011.


 
CITIGROUP INC.
 
 
 
 
 
By:
/s/ Michael S. Helfer
 
 
Name:
Michael S. Helfer
 
 
Title:
General Counsel and Corporate Secretary







CERTIFICATE OF DESIGNATIONS

OF

5.950% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK,
SERIES A

OF

CITIGROUP INC.



pursuant to Section 151 of the
General Corporation Law of the State of Delaware



Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that:

1.
The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorporation”) fixes the total number of shares of all classes of capital stock that the Company shall have the authority to issue at six billion (6,000,000,000) shares of common stock, par value $0.01 per share, and thirty million (30,000,000) shares of preferred stock, par value $1.00 per share.

2.
The Certificate of Incorporation expressly grants to the Board of Directors of the Company (the “Board of Directors”) authority to provide for the issuance of the shares of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

3.
Pursuant to the authority conferred upon a pricing committee (the “ Pricing Committee ”) by the Board of Directors, the Pricing Committee, by action duly taken on October 22, 2012, adopted resolutions (i) authorizing the issuance and sale of up to 60,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series A (the “ Series A. Preferred Stock ”) establishing the number of shares to be included in this Series A Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series A Preferred Stock and the qualifications, limitations or restrictions thereof as follows:

Section 1. Designation.

The designation of the series of preferred stock shall be “5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series A” (the “Series A Preferred Stock”). Each share of Series A Preferred Stock shall be identical in all respects to every other share of Series A Preferred Stock.

Section 2. Number of Shares.

The number of authorized shares of Series A Preferred Stock shall be 60,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series A Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Pricing Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series A Preferred Stock.

Section 3. Definitions. As used herein with respect to Series A Preferred Stock:

Appropriate Federal Banking Agency ” means the “appropriate federal banking agency” with respect to the Company as that term is defined in Section 3(q) of the Federal Deposit Insurance Act of 1950, as amended, or any successor provision.

Board of Directors ” has the meaning set forth in the recitals above.






Business Day ” means any weekday that is not a legal holiday in New York City and is not a day on which banking institutions in New York City are authorized or required by law or regulation to be closed.

Calculation Agent ” means the Transfer Agent acting in its capacity as calculation agent for the Series A Preferred Stock, and its successors and assigns.

Common Stock ” means the common stock of the Company, par value $0.01 per share, or any other shares of the capital stock of the Company into which such shares of common stock shall be reclassified or changed.

Depositary ” means DTC or its nominee or any successor depositary appointed by the Company.

Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.

Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.

Dividend Record Date ” shall have the meaning set forth in Section 4(a) hereof.

DTC ” means The Depository Trust Company.

Holder ” means the Person in whose name the shares of the Series A Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series A Preferred Stock for the purpose of making payment and for all other purposes.

Junior Stock ” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Series A Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

LIBOR Determination Date ” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.

London Banking Day ” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.

Nonpayment ” shall have the meaning set forth in Section 7(b)(i) hereof.

Officer ” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.

Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.

Preferred Stock Director ” shall have the meaning set forth in Section 7(b)(i) hereof.

Preferred Stock Director Termination Date ” shall have the meaning set forth in Section 7(b)(iv) hereof.

Registrar ” means the Transfer Agent acting in its capacity as registrar for the Series A Preferred Stock, and its successors and assigns.






Regulatory Capital Event ” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series A Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series A Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series A Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series A Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series A Preferred Stock is outstanding.

Reuters LIBOR01 ” means the display designated on the Reuters 3000 Xtra Service on page LIBOR01 Page (or such other page as may replace “Reuters LIBOR01” page on the service or such other service as may be nominated by the British Bankers’ Association or other administrator of LIBOR for the purpose of displaying London interbank offered rates for United States dollar deposits or loans).

Series A Liquidation Preference ” shall have the meaning set forth in Section 5(a) hereof.

Series A Preferred Stock ” shall have the meaning set forth in Section 1 hereof.

Series A Preferred Stock Certificate ” shall have the meaning set forth in Section 14(a) hereof.

Three-month LIBOR ” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters LIBOR01 page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on the Reuters LIBOR01 page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three- month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on January 30, 2023, 0.31575%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.

Transfer Agent ” means Computershare Trust Company, N.A., a federally chartered national association, acting as Transfer Agent, Calculation Agent, Registrar and paying agent for the Series A Preferred Stock, and its successors and assigns.

Trust ” shall have the meaning set forth in Section 6(d).

Section 4. Dividends.

(a) 
Rate. Holders shall be entitled to receive, when, as and if declared by the Board of Directors or any duly authorized committee thereof, but only out of funds legally available therefor, noncumulative cash dividends on each share of Series A Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) semi-annually in arrears on each July 30 and January 30, beginning July 30, 2013, from and including the date of issuance to, but excluding, January 30, 2023, and (ii) quarterly in arrears on each January 30, April 30, July 30, and October 30, beginning April 30, 2023 from and including January 30, 2023; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (except if after January 30, 2023 that day falls in the next calendar month, in which case the payment of any dividend otherwise payable will be made on the first preceding Business Day) (i) on or prior to January 30, 2023,





without any interest or other payment in respect of such postponement, and (ii) after January 30, 2023, with dividends accruing to the actual payment date (each such day on which dividends are payable a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series A Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period. ” Dividends on each share of Series A Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 5.950%, for each Dividend Period from and including the date of issuance to, but excluding, January 30, 2023 and (ii) Three-month LIBOR plus 4.068%%, for each Dividend Period from and including January 30, 2023. The record date for payment of dividends on the Series A Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to January 30, 2023 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after January 30, 2023 will be computed on the basis of a 360-day year and the actual number of days elapsed.

(b) 
Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series A Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series A Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c) 
Priority of Dividends. So long as any share of Series A Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series A Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:

(i) 
purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;

(ii) 
purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;

(iii) 
as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;

(iv) 
the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;

(v) 
the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or

(vi) 
the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The restrictions set forth in the preceding provisions of this Section 4(c) shall not apply to any Junior Stock dividends paid by the Company where the dividend is in the form of the same stock (or the right to buy the same stock) as that on which the dividend is being paid.

Except as provided below, for so long as any share of Series A Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series A Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series A Preferred Stock in the payment of dividends, all dividends declared upon shares of Series A Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of





Series A Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

Subject to the foregoing, and not otherwise, such dividends payable in cash, stock or otherwise, as may be determined by the Board of Directors or any duly authorized committee thereof, may be declared and paid on any other class or series of stock of the Company from time to time out of any funds legally available for such payment, and Holders will not be entitled to participate in those dividends.

Section 5. Liquidation Rights.

(a) 
Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of stock ranking senior to or on parity with Series A Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b) 
Partial Payment. If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series A Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c) 
Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6. Redemption.

(a) Optional Redemption. The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series A Preferred Stock at the time outstanding, on any Dividend Payment Date on or after January 30, 2023, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.

(b) Notice of Redemption. Notice of every redemption of shares of Series A Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series A Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series A Preferred Stock. Each notice shall state:

(i) 
the redemption date;

(ii) 
the total number of shares of Series A Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii) 
the redemption price;






(iv) 
the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and

(v) 
that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series A Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c)  
Partial Redemption. In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares of Series A Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series A Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series A Preferred Stock shall be redeemed from time to time.

(d)  
Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors or any duly authorized committee thereof (the “ Trust ”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.

Section 7. Voting Rights.

(a)  
General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.

(b)  
Special Voting Right.

(i)  
Voting Right. If and whenever dividends on the Series A Preferred Stock or any other class or series of preferred stock that ranks on parity with Series A Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “ Nonpayment ”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “ Preferred Stock Director.






(ii)  
Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series A Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders at which Preferred Stock Directors are to be elected, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series A Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii)  
Notice of Special Meeting. Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director’s election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series A Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series A Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series A Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series A Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

(iv) 
Termination; Removal. Whenever the Company has paid noncumulative dividends in full for at least two consecutive semi-annual or four consecutive quarterly Dividend Periods following a Nonpayment on the Series A Preferred Stock and on any dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “ Preferred Stock Director Termination Date ”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).

(c) 
Senior Issuances; Adverse Changes. So long as any shares of Series A Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series A Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i) 
any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series A Preferred Stock) or the Company’s by-laws that would alter





or change the voting powers, preferences, economic rights or special rights of the Series A Preferred Stock so as to affect them adversely;

(ii) 
any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock ranking prior to the Series A Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii) 
the consummation of a binding share exchange or reclassification involving the Series A Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series A Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series A Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series A Preferred Stock prior to such merger or consolidation), and (ii) such Series A Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series A Preferred Stock, taken as a whole;

provided, however, that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series A Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series A Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series A Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series A Preferred Stock but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series A Preferred Stock as a single class (in lieu of all other series of preferred stock) for purposes of the vote or consent required by this Section 7(c).

(d) 
No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series A Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 8. Preemption and Conversion Rights.

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.

Section 9. Rank.

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior Stock or shares of any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series A Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Section 10. Reacquired Shares.






The Board of Directors shall take such actions as are necessary to cause the shares of Series A Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 11. No Sinking Fund.

Shares of Series A Preferred Stock are not subject to the operation of a sinking fund.

Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series A Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however, that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates.

If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.

Section 14. Form.

(a)
  Series A Preferred Stock Certificates. Series A Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “ Series A Preferred Stock Certificate ”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series A Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).

(b)
Signature. Two Officers shall sign any Series A Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series A Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series A Preferred Stock Certificate, such Series A Preferred Stock Certificate shall be valid nevertheless. A Series A Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series A Preferred Stock Certificate. Each Series A Preferred Stock Certificate shall be dated the date of its countersignature.

Section 15. Taxes.

(a) 
Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series A Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series A Preferred Stock, in a name other than that in which the shares of Series A Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b) 
Withholding. All payments and distributions (or deemed distributions) on the shares of Series A Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 16. Notices.

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 250 Royall Street, Canton, Massachusetts 02021, or other agent of the Company





designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

Section 17. Other Rights Disclaimed.

The shares of Series A Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.






IN WITNESS WHEREOF, this Certificate of Designations as has been executed on behalf of the Company by its Chief Accounting Officer this 26 th day of October, 2012.

CITIGROUP INC.
 
 
 
 
 
By:
/s/Jeffrey R. Walsh
 
 
 
Name:
Jeffrey R. Walsh
 
 
 
Title:
Chief Accounting Officer
 
 








FORM OF
% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES A

Certificate Number
 
Number of Shares of Series A Preferred Stock
 
 
 
 
 
 
CUSIP NO.:

CITIGROUP INC.

% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series A
(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated          % Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series A, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series A Preferred Stock”). The shares of Series A Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series A Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated October [  ], 2012 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.

Reference is hereby made to select provisions of the Series A Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.

Unless the Registrar has properly countersigned, these shares of Series A Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this    day of       ,          .

CITIGROUP INC.
 
 
 
 
 
By:
 
 
 
Name:
 
 
 
Title:
 
 
 
 
 
 
 
 
 
 
 
By:
 
 
 
Name:
 
 
 
Title:
 
 
 






REGISTRAR’S COUNTERSIGNATURE

These are shares of Series A Preferred Stock referred to in the within-mentioned Certificate of Designations.

Dated:

COMPUTERSHARE TRUST COMPANY, N.A., as Registrar
 
 
 
 
 
By:
 
 
 
Name:
 
 
 
Title:
 
 
 






REVERSE OF CERTIFICATE

Dividends on each share of Series A Preferred Stock shall be payable at the rate provided in the Certificate of Designations.

The shares of Series A Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.

The Company shall furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series A Preferred Stock evidenced hereby to:



(Insert assignee’s social security or taxpayer identification number, if any)



(Insert address and zip code of assignee)
and irrevocably appoints:



as agent to transfer the shares of Series A Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.

Date:
Signature:

 
 
(Sign exactly as your name appears on the other side of this Certificate)

Signature Guarantee:
 
 

(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)





                                                             

CERTIFICATE OF DESIGNATIONS

OF

5.90% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK,
SERIES B

OF

CITIGROUP INC.

______________________________
pursuant to Section 151 of the
General Corporation Law of the State of Delaware
______________________________

Citigroup Inc. , a Delaware corporation (the “Company”), hereby certifies that:

1.
The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorporation”) fixes the total number of shares of all classes of capital stock that the Company shall have the authority to issue at six billion (6,000,000,000) shares of common stock, par value $0.01 per share, and thirty million (30,000,000) shares of preferred stock, par value $1.00 per share.

2.
The Certificate of Incorporation expressly grants to the Board of Directors of the Company (the “Board of Directors”) authority to provide for the issuance of the shares of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

3.
Pursuant to the authority conferred upon a pricing committee (the “ Pricing Committee ”) by the Board of Directors, the Pricing Committee, by action duly taken on December 6, 2012, adopted resolutions (i) authorizing the issuance and sale of up to 30,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 5.90% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series B (the “ Series B Preferred Stock ”) establishing the number of shares to be included in this Series B Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series B Preferred Stock and the qualifications, limitations or restrictions thereof as follows:

Section 1. Designation .

The designation of the series of preferred stock shall be “5.90% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series B” (the “Series B Preferred Stock”). Each share of Series B Preferred Stock shall be identical in all respects to every other share of Series B Preferred Stock.

Section 2. Number of Shares .

The number of authorized shares of Series B Preferred Stock shall be 30,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series B Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Pricing Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series B Preferred Stock.

Section 3. Definitions . As used herein with respect to Series B Preferred Stock:






Appropriate Federal Banking Agency ” means the “appropriate federal banking agency” with respect to the Company as that term is defined in Section 3(q) of the Federal Deposit Insurance Act of 1950, as amended, or any successor provision.
Board of Directors ” has the meaning set forth in the recitals above.
Business Day ” means any weekday that is not a legal holiday in New York City and is not a day on which banking institutions in New York City are authorized or required by law or regulation to be closed.
Calculation Agent ” means the Transfer Agent acting in its capacity as calculation agent for the Series B Preferred Stock, and its successors and assigns.
Common Stock ” means the common stock of the Company, par value $0.01 per share, or any other shares of the capital stock of the Company into which such shares of common stock shall be reclassified or changed.
Depositary ” means DTC or its nominee or any successor depositary appointed by the Company.
Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Record Date ” shall have the meaning set forth in Section 4(a) hereof.
DTC ” means The Depository Trust Company.
Holder ” means the Person in whose name the shares of the Series B Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series B Preferred Stock for the purpose of making payment and for all other purposes.
Junior Stock ” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Series B Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.
LIBOR Determination Date ” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.
London Banking Day ” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.
Nonpayment ” shall have the meaning set forth in Section 7(b)(i) hereof.
Officer ” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.
Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.
Preferred Stock Director ” shall have the meaning set forth in Section 7(b)(i) hereof.
Preferred Stock Director Termination Date ” shall have the meaning set forth in Section 7(b)(iv) hereof.
Registrar ” means the Transfer Agent acting in its capacity as registrar for the Series B Preferred Stock, and its successors and assigns.
Regulatory Capital Event ” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series B Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series B Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series B Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series B Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series B Preferred Stock is outstanding.
Reuters LIBOR01 ” means the display designated on the Reuters 3000 Xtra Service on page LIBOR01 Page (or such other page as may replace “Reuters LIBOR01” page on the service or such other service as may be nominated by the British Bankers’ Association or other administrator of LIBOR for the purpose of displaying London interbank offered rates for United States dollar deposits or loans).





" Series B Liquidation Preference " shall have the meaning set forth in Section 5(a) hereof.
Series B Preferred Stock ” shall have the meaning set forth in Section 1 hereof.
Series B Preferred Stock Certificate ” shall have the meaning set forth in Section 14(a) hereof.
Three-month LIBOR ” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters LIBOR01 page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on the Reuters LIBOR01 page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on February 15, 2023, 0.3095%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.
Transfer Agent ” means Computershare Trust Company, N.A., a federally chartered national association, acting as Transfer Agent, Calculation Agent, Registrar and paying agent for the Series B Preferred Stock, and its successors and assigns.
Trust ” shall have the meaning set forth in Section 6(d).

Section 4. Dividends .

(a)
Rate . Holders shall be entitled to receive, when, as and if declared by the Board of Directors or any duly authorized committee thereof, but only out of funds legally available therefor, noncumulative cash dividends on each share of Series B Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) semi-annually in arrears on each August 15 and February 15, beginning August 15, 2013, from and including the date of issuance to, but excluding, February 15, 2023, and (ii) quarterly in arrears on each February 15, May 15, August 15, and November 15, beginning May 15, 2023 from and including February 15, 2023; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (except if after February 15, 2023 that day falls in the next calendar month, in which case the payment of any dividend otherwise payable will be made on the first preceding Business Day) (i) on or prior to February 15, 2023, without any interest or other payment in respect of such postponement, and (ii) after February 15, 2023, with dividends accruing to the actual payment date (each such day on which dividends are payable a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series B Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series B Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 5.90%, for each Dividend Period from and including the date of issuance to, but excluding, February 15, 2023 and (ii) Three-month LIBOR plus 4.23%, for each Dividend Period from and including February 15, 2023. The record date for payment of dividends on the Series B Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to February 15, 2023 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after February 15, 2023 will be computed on the basis of a 360-day year and the actual number of days elapsed.
(b)
Noncumulative Dividends . If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series B Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series B Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent





period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c)
Priority of Dividends . So long as any share of Series B Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series B Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:
(i)
purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;

(ii)
purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;

(iii)
as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;

(iv)
the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;

(v)
the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or

(vi)
the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The restrictions set forth in the preceding provisions of this Section 4(c) shall not apply to any Junior Stock dividends paid by the Company where the dividend is in the form of the same stock (or the right to buy the same stock) as that on which the dividend is being paid.
Except as provided below, for so long as any share of Series B Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series B Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series B Preferred Stock in the payment of dividends, all dividends declared upon shares of Series B Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series B Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.
Subject to the foregoing, and not otherwise, such dividends payable in cash, stock or otherwise, as may be determined by the Board of Directors or any duly authorized committee thereof, may be declared and paid on any other class or series of stock of the Company from time to time out of any funds legally available for such payment, and Holders will not be entitled to participate in those dividends.
Section 5. Liquidation Rights .

(a)
Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of stock ranking senior to or on parity with Series B Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.





(b)
Partial Payment . If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series B Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c)
Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6. Redemption .

(a)
Optional Redemption . The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series B Preferred Stock at the time outstanding, on any Dividend Payment Date on or after February 15, 2023, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.

(b)
Notice of Redemption . Notice of every redemption of shares of Series B Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series B Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series B Preferred Stock. Each notice shall state:

(i)
the redemption date;

(ii)
the total number of shares of Series B Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii)
the redemption price;

(iv)
the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and

(v)
that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series B Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c)
Partial Redemption . In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares of Series B Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series B Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series B Preferred Stock shall be redeemed from time to time.

(d)
Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue





to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors or any duly authorized committee thereof (the “ Trust ”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.



Section 7. Voting Rights .

(a)
General . The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.

(b)
Special Voting Right .

(i)
Voting Right . If and whenever dividends on the Series B Preferred Stock or any other class or series of preferred stock that ranks on parity with Series B Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “ Nonpayment ”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “ Preferred Stock Director .”

(ii)
Election . The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series B Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders at which Preferred Stock Directors are to be elected, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series B Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors.  The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii)
Notice of Special Meeting . Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders.  If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company.  The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director





Termination Date and the next annual meeting of stockholders following such Preferred Stock Director's election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series B Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series B Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series B Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series B Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

(iv)
Termination; Removal . Whenever the Company has paid noncumulative dividends in full for at least two consecutive semi-annual or four consecutive quarterly Dividend Periods following a Nonpayment on the Series B Preferred Stock and on any dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “ Preferred Stock Director Termination Date ”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).
(c)
Senior Issuances; Adverse Changes . So long as any shares of Series B Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series B Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i)
any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series B Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences, economic rights or special rights of the Series B Preferred Stock so as to affect them adversely;

(ii)
any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company's capital stock ranking prior to the Series B Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii)
the consummation of a binding share exchange or reclassification involving the Series B Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series B Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series B Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the





case under the Series B Preferred Stock prior to such merger or consolidation), and (ii) such Series B Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series B Preferred Stock, taken as a whole;
provided, however , that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series B Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series B Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series B Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series B Preferred Stock but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series B Preferred Stock as a single class (in lieu of all other series of preferred stock) for purposes of the vote or consent required by this Section 7(c).
(d)
No Vote if Redemption . No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series B Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 8. Preemption and Conversion Rights .

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.

Section 9. Rank .

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior Stock or shares of any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series B Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.






Section 10. Reacquired Shares .

The Board of Directors shall take such actions as are necessary to cause the shares of Series B Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 11. No Sinking Fund .

Shares of Series B Preferred Stock are not subject to the operation of a sinking fund.

Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent .

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series B Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however , that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates .

If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.

Section 14. Form .

(a)
Series B Preferred Stock Certificates . Series B Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “ Series B Preferred Stock Certificate ”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series B Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).

(b) 
Signature . Two Officers shall sign any Series B Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series B Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series B Preferred Stock Certificate, such Series B Preferred Stock Certificate shall be valid nevertheless. A Series B Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series B Preferred Stock Certificate. Each Series B Preferred Stock Certificate shall be dated the date of its countersignature.
Section 15. Taxes .

(a)
Transfer Taxes . The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series B Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series B Preferred Stock, in a name other than that in which the shares of Series B Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b)
Withholding . All payments and distributions (or deemed distributions) on the shares of Series B Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.





Section 16. Notices .

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 250 Royall Street, Canton, Massachusetts 02021, or other agent of the Company designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

Section 17. Other Rights Disclaimed.

The shares of Series B Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.








IN WITNESS WHEREOF, this Certificate of Designations as has been executed on behalf of the Company by its Chief Financial Officer this 12 th day of December, 2012.

CITIGROUP INC.

By: /s/ John C. Gerspach
Name: John C. Gerspach
Title: Chief Financial Officer








FORM OF
5.90% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES B

Certificate Number_______            Number of Shares of Series A Preferred Stock______
CUSIP NO.:

CITIGROUP INC.

% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series B
(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated     % Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series B, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series B Preferred Stock”). The shares of Series B Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series B Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated December [ ], 2012 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.
Reference is hereby made to select provisions of the Series B Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.
Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.
Unless the Registrar has properly countersigned, these shares of Series B Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this __ day of ________, ________.

CITIGROUP INC.
By: _______________________________________
Name:
Title:

By: _______________________________________
Name:
Title:





REGISTRAR’S COUNTERSIGNATURE
These are shares of Series B Preferred Stock referred to in the within-mentioned Certificate of Designations.
Dated:

COMPUTERSHARE TRUST COMPANY, N.A., as Registrar
By: _______________________________________
Name:
Title:





REVERSE OF CERTIFICATE
Dividends on each share of Series B Preferred Stock shall be payable at the rate provided in the Certificate of Designations.
The shares of Series B Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.
The Company shall furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series B Preferred Stock evidenced hereby to:
___________________________________________________
___________________________________________________
(Insert assignee’s social security or taxpayer identification number, if any)
___________________________________________________
___________________________________________________
(Insert address and zip code of assignee)
and irrevocably appoints:
___________________________________________________
___________________________________________________
as agent to transfer the shares of Series A Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.
Date:
Signature:
___________________________________________________
(Sign exactly as your name appears on the other side of this Certificate)
Signature Guarantee: ___________________________________________________
(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)





CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

CITIGROUP FUNDING INC.
(a Delaware corporation)

WITH AND INTO

CITIGROUP INC.
(a Delaware corporation)

(Pursuant to Section 253 of the
Delaware General Corporation Law)

Citigroup Inc., a Delaware corporation (“Citigroup”), does hereby certify:

FIRST :
Citigroup owns all of the outstanding shares of capital stock of Citigroup Funding Inc., a Delaware corporation (“CFI”).

SECOND :
The Board of Directors of Citigroup adopted certain resolutions at a meeting of the Board of Directors held on June 18, 2012, including the following duly adopted resolutions in which the Board of Directors determined to merge CFI with and into Citigroup pursuant to Section 253 of the General Corporation Law of the State of Delaware:

RESOLVED , that, based upon all of the factors discussed at this meeting and the information provided to the members of the Board of Directors (the “Board”) of Citigroup Inc. (“Citigroup”), the Board hereby determines that it is advisable and in the best interest of Citigroup and its shareholders to merge Citigroup Funding Inc. (“CFI”), a Delaware corporation and a wholly-owned subsidiary of Citigroup, with and into Citigroup (the “Merger”); and be it

FURTHER RESOLVED , (a) that, effective upon the filing of a Certificate of Ownership and Merger with the Office of the Secretary of State of the State of Delaware or at such time as such Certificate of Ownership and Merger shall specify, CFI shall merge with and into Citigroup, and Citigroup shall be the surviving corporation, pursuant to Section 253 of the General Corporation Law of the State of Delaware (the “DGCL”), (b) that, by virtue of the Merger, each issued and outstanding share of common stock of CFI shall be cancelled, no consideration shall be delivered in exchange therefor and the separate existence of CFI shall cease, (c) that simultaneously with the Merger, Citigroup shall assume all of the rights and obligations of CFI existing immediately prior to the Merger, including, but not limited to, the obligation to pay the principal of and interest and premium, if any, on all of CFI’s outstanding notes, bonds and commercial paper, and the obligation to pay amounts due on CFI’s other outstanding funding obligations, instruments or securities, including, but not limited to, its index warrants, (d) that Citigroup shall be, and hereby is, authorized to enter into any and all contracts, instruments, indentures, agreements and other documents and any supplements or amendments thereto as deemed appropriate, advisable or necessary by an Authorized Officer in connection with the Merger and the assumption of the rights and obligations described in the preceding clause (c), (e) that the Certificate of Incorporation and By-Laws of Citigroup as in effect immediately prior to the effectiveness of the Merger shall be the Certificate of Incorporation and By-Laws of such surviving corporation and shall continue in full force and effect until





amended and changed in the manner prescribed by the provisions of the DGCL, and (f) that the officers and directors of Citigroup immediately prior to the Merger shall be the officers and directors of such surviving corporation; and be it

FURTHER RESOLVED , that the Chief Executive Officer, the President, any Vice Chairman, the Chief Financial Officer, the General Counsel, the Corporate Secretary, the Chief Accounting Officer, the Treasurer, the Deputy Treasurer or any officer with the authority of a Vice President of Citigroup (each, and “Authorized Officer”) be, and each of them hereby is, authorized and directed to execute, in the name and on behalf of Citigroup, a Certificate of Ownership and Merger with respect to the Merger setting forth, among other things, a copy of the resolutions of the Board authorizing the Merger and the date of their adoption, and to cause such documents to be filed in the Office of the Secretary of State of the State of Delaware in accordance with Sections 103 and 253 of the DGCL.
THIRD :
That this Certificate of Ownership and Merger (and the Merger referenced herein) shall be effective at 11:58 p.m. (local time in Wilmington, Delaware) on December 31, 2012.

[Signature page follows]







IN WITNESS WHEREOF, Citigroup Inc. has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer on the date set forth below.



CITIGROUP INC.

 

By: /s/ Joseph Bonocore
Name: Joseph Bonocore    
Title: Deputy Treasurer    
    
Dated: December 12, 2012






CERTIFICATE OF DESIGNATIONS

OF

5.80% NONCUMULATIVE PREFERRED STOCK SERIES C

OF

CITIGROUP INC.

______________________________
pursuant to Section 151 of the
General Corporation Law of the State of Delaware
______________________________

Citigroup Inc. , a Delaware corporation (the “Company”), hereby certifies that:

1.    The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorporation”) fixes the total number of shares of all classes of capital stock that the Company shall have the authority to issue at six billion (6,000,000,000) shares of common stock, par value $0.01 per share, and thirty million (30,000,000) shares of preferred stock, par value $1.00 per share.

2.    The Certificate of Incorporation expressly grants to the Board of Directors of the Company (the “Board of Directors”) authority to provide for the issuance of the shares of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

3.    Pursuant to the authority conferred upon a pricing committee (the “ Pricing Committee ”) by the Board of Directors, the Pricing Committee, by action duly taken on March 19, 2013, adopted resolutions (i) authorizing the issuance and sale of up to 23,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 5.80% Noncumulative Preferred Stock, Series C (the “ Series C Preferred Stock ”) establishing the number of shares to be included in this Series C Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series C Preferred Stock and the qualifications, limitations or restrictions thereof as follows:

Section 1. Designation .

The designation of the series of preferred stock shall be “5.80% Noncumulative Preferred Stock, Series C” (the “Series C Preferred Stock”). Each share of Series C Preferred Stock shall be identical in all respects to every other share of Series C Preferred Stock. Series C Preferred
Stock will rank equally with Parity Stock, will rank senior to Junior Stock and will rank junior to





Senior Stock, if any, with respect to the payment of dividends and/or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of affairs of the
Company.


Section 2. Number of Shares .

The number of authorized shares of Series C Preferred Stock shall be 23,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series C Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Pricing Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series C Preferred Stock.

Section 3. Definitions . As used herein with respect to Series C Preferred Stock:

Appropriate Federal Banking Agency ” means the “appropriate federal banking agency” with respect to the Company as that term is defined in Section 3(q) of the Federal Deposit Insurance Act of 1950, as amended, or any successor provision.
Board of Directors ” has the meaning set forth in the recitals above.
Business Day ” means any weekday that is not a legal holiday in New York City and is not a day on which banking institutions in New York City are authorized or required by law or regulation to be closed.
Calculation Agent ” means the Transfer Agent acting in its capacity as calculation agent for the Series C Preferred Stock, and its successors and assigns.
Common Stock ” means the common stock of the Company, par value $0.01 per share, or any other shares of the capital stock of the Company into which such shares of common stock shall be reclassified or changed.
Depositary ” means DTC or its nominee or any successor depositary appointed by the Company.
Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Record Date ” shall have the meaning set forth in Section 4(a) hereof.
DTC ” means The Depository Trust Company.
Holder ” means the Person in whose name the shares of the Series C Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series C Preferred Stock for the purpose of making payment and for all other purposes.





Junior Stock ” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Series C Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.
Nonpayment ” shall have the meaning set forth in Section 7(b)(i) hereof.
Officer ” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.
Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.
Preferred Stock Director ” shall have the meaning set forth in Section 7(b)(i) hereof.
Preferred Stock Director Termination Date ” shall have the meaning set forth in Section 7(b)(iv) hereof.
Registrar ” means the Transfer Agent acting in its capacity as registrar for the Series C Preferred Stock, and its successors and assigns.
Regulatory Capital Event ” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series C Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series C Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series C Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series C Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series C Preferred Stock is outstanding.
" Series C Liquidation Preference " shall have the meaning set forth in Section 5(a) hereof.
Series C Preferred Stock ” shall have the meaning set forth in Section 1 hereof.
Series C Preferred Stock Certificate ” shall have the meaning set forth in Section 14(a) hereof.
Transfer Agent ” means Computershare Trust Company, N.A., a federally chartered national association, acting as Transfer Agent, Calculation Agent, Registrar and paying agent for the Series C Preferred Stock, and its successors and assigns.
Trust ” shall have the meaning set forth in Section 6(d).






Section 4. Dividends .

(a) Rate . Holders shall be entitled to receive, when, as and if declared by the Board of Directors or any duly authorized committee thereof, but only out of funds legally available therefor, noncumulative cash dividends on each share of Series C Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) quarterly in arrears on each April 22, July 22, October 22 and January 22, beginning July 22, 2013; , provided , however , if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, (without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series C Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series C Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to 5.80%. The record date for payment of dividends on the Series C Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable will be computed on the basis of a 360-day year of twelve 30-day months.

(b) Noncumulative Dividends . If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series C Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series C Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c) Priority of Dividends . So long as any share of Series C Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series C Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:
(i) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;






(ii) purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;

(iii) as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;

(iv) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;

(v) the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or

(vi) the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The restrictions set forth in the preceding provisions of this Section 4(c) shall not apply to any Junior Stock dividends paid by the Company where the dividend is in the form of the same stock (or the right to buy the same stock) as that on which the dividend is being paid.
Except as provided below, for so long as any share of Series C Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series C Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series C Preferred Stock in the payment of dividends, all dividends declared upon shares of Series C Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series C Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.
Subject to the foregoing, and not otherwise, such dividends payable in cash, stock or otherwise, as may be determined by the Board of Directors or any duly authorized committee thereof, may be declared and paid on any other class or series of stock of the Company from time to time out of any funds legally available for such payment, and Holders will not be entitled to participate in those dividends.






Section 5. Liquidation Rights .

(a) Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of stock ranking senior to or on parity with Series C Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share (the “ Series C Liquidation Preference ”), plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.
(b) Partial Payment . If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series C Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(d) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6. Redemption .

(a) Optional Redemption . The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series C Preferred Stock at the time outstanding, on any Dividend Payment Date on or after April 22, 2018, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.






(b) Notice of Redemption . Notice of every redemption of shares of Series C Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series C Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series C Preferred Stock. Each notice shall state:

(i) the redemption date;

(ii) the total number of shares of Series C Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii) the redemption price;

(iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and

(v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series C Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c) Partial Redemption . In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares of Series C Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series C Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series C Preferred Stock shall be redeemed from time to time.

(d) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors or any duly authorized committee thereof (the “ Trust ”) in trust for the pro rata benefit of the





Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.


Section 7. Voting Rights .

(a) General . The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.

(b) Special Voting Right .

(i) Voting Right . If and whenever dividends on the Series C Preferred Stock or any other class or series of preferred stock that ranks on parity with Series C Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “ Nonpayment ”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “ Preferred Stock Director .”






(ii) Election . The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series C Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders at which Preferred Stock Directors are to be elected, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series C Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors.  The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii) Notice of Special Meeting . Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders.  If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company.  The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director's election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series C Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series C Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series C Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series C Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

(iv) Termination; Removal . Whenever the Company has paid noncumulative dividends in full for at least two consecutive semi-annual or four consecutive quarterly Dividend Periods following a Nonpayment on the Series C Preferred Stock and on any





dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “ Preferred Stock Director Termination Date ”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).
(c) Senior Issuances; Adverse Changes . So long as any shares of Series C Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series C Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i) any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series C Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences, economic rights or special rights of the Series C Preferred Stock so as to affect them adversely;

(ii) any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company's capital stock ranking prior to the Series C Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii) the consummation of a binding share exchange or reclassification involving the Series C Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series C Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series C Preferred Stock remains outstanding or, in the case of any such merger or consolidation with





respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series C Preferred Stock prior to such merger or consolidation), and (ii) such Series C Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series C Preferred Stock, taken as a whole;
provided, however , that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series C Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series C Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series C Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series C Preferred Stock but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series C Preferred Stock as a single class (in lieu of all other series of preferred stock) for purposes of the vote or consent required by this Section 7(c).
(d) No Vote if Redemption . No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series C Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.


Section 8. Preemption and Conversion Rights .

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.






Section 9. Rank .

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior Stock or shares of any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series C Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Section 10. Reacquired Shares .

The Board of Directors shall take such actions as are necessary to cause the shares of Series C Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 11. No Sinking Fund .

Shares of Series C Preferred Stock are not subject to the operation of a sinking fund.


Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent .

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series C Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however , that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates .

If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.

Section 14. Form .

(a) Series C Preferred Stock Certificates . Series C Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “ Series C





Preferred Stock Certificate ”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series C Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).


(b)  Signature . Two Officers shall sign any Series C Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series C Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series C Preferred Stock Certificate, such Series C Preferred Stock Certificate shall be valid nevertheless. A Series C Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series C Preferred Stock Certificate. Each Series C Preferred Stock Certificate shall be dated the date of its countersignature.
Section 15. Taxes .

(a) Transfer Taxes . The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series C Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series C Preferred Stock, in a name other than that in which the shares of Series C Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b) Withholding . All payments and distributions (or deemed distributions) on the shares of Series C Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.
Section 16. Notices .

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 250 Royall Street, Canton, Massachusetts 02021, or other agent of the Company designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which





may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

Section 17. Other Rights Disclaimed.

The shares of Series C Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.








IN WITNESS WHEREOF, this Certificate of Designations as has been executed on behalf of the Company by its Chief Accounting Officer this 25 th day of March, 2013.

CITIGROUP INC.
By: /s/John C. Gerspach
Name: John C. Gerspach
Title: Chief Financial Officer







Exhibit A

FORM OF
5.80% NONCUMULATIVE PREFERRED STOCK, SERIES C

Certificate Number_______            Number of Shares of Series C Preferred Stock______
CUSIP NO.:

CITIGROUP INC.

5.80% Noncumulative Preferred Stock, Series C
(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated 5.80% Noncumulative Preferred Stock, Series C, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series C Preferred Stock”). The shares of Series C Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series C Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated March 25, 2013 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.
Reference is hereby made to select provisions of the Series C Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.
Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.
Unless the Registrar has properly countersigned, these shares of Series C Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this __ day of ________, ________.

CITIGROUP INC.

By: _______________________________________
Name:
Title:

By: _______________________________________
Name:
Title:







REGISTRAR’S COUNTERSIGNATURE
These are shares of Series C Preferred Stock referred to in the within-mentioned Certificate of Designations.
Dated:

COMPUTERSHARE TRUST COMPANY, N.A., as Registrar
By: _______________________________________
Name:
Title:






REVERSE OF CERTIFICATE
Dividends on each share of Series C Preferred Stock shall be payable at the rate provided in the Certificate of Designations.
The shares of Series C Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.
The Company shall furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series C Preferred Stock evidenced hereby to:
___________________________________________________
___________________________________________________
(Insert assignee’s social security or taxpayer identification number, if any)
___________________________________________________
___________________________________________________
(Insert address and zip code of assignee)
and irrevocably appoints:
___________________________________________________
___________________________________________________
as agent to transfer the shares of Series A Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.
Date:
Signature:
___________________________________________________
(Sign exactly as your name appears on the other side of this Certificate)
Signature Guarantee: ___________________________________________________
(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)









CERTIFICATE OF DESIGNATIONS

OF

5.350% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK,
SERIES D

OF

CITIGROUP INC.

______________________________
pursuant to Section 151 of the
General Corporation Law of the State of Delaware
______________________________

Citigroup Inc. , a Delaware corporation (the “Company”), hereby certifies that:

1.    The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorporation”) fixes the total number of shares of all classes of capital stock that the Company shall have the authority to issue at six billion (6,000,000,000) shares of common stock, par value $0.01 per share, and thirty million (30,000,000) shares of preferred stock, par value $1.00 per share.

2.    The Certificate of Incorporation expressly grants to the Board of Directors of the Company (the “Board of Directors”) authority to provide for the issuance of the shares of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

3.    Pursuant to the authority conferred upon a pricing committee (the “ Pricing Committee ”) by the Board of Directors, the Pricing Committee, by action duly taken on April 23, 2013, adopted resolutions (i) authorizing the issuance and sale of up to 50,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of
5.350% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series D (the “ Series D Preferred Stock ”) establishing the number of shares to be included in this Series D Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series D Preferred Stock and the qualifications, limitations or restrictions thereof as follows:

Section 1. Designation .

The designation of the series of preferred stock shall be “5.350% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series D” (the “Series D Preferred Stock”). Each share of







Series D Preferred Stock shall be identical in all respects to every other share of Series D Preferred Stock.

Section 2. Number of Shares .

The number of authorized shares of Series D Preferred Stock shall be 50,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series D Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Pricing Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series D Preferred Stock.

Section 3. Definitions . As used herein with respect to Series D Preferred Stock:

Appropriate Federal Banking Agency ” means the “appropriate federal banking agency” with respect to the Company as that term is defined in Section 3(q) of the Federal Deposit Insurance Act of 1950, as amended, or any successor provision.
Board of Directors ” has the meaning set forth in the recitals above.
Business Day ” means any weekday that is not a legal holiday in New York City and is not a day on which banking institutions in New York City are authorized or required by law or regulation to be closed.
Calculation Agent ” means the Transfer Agent acting in its capacity as calculation agent for the Series D Preferred Stock, and its successors and assigns.
Common Stock ” means the common stock of the Company, par value $0.01 per share, or any other shares of the capital stock of the Company into which such shares of common stock shall be reclassified or changed.
Depositary ” means DTC or its nominee or any successor depositary appointed by the Company.
Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Record Date ” shall have the meaning set forth in Section 4(a) hereof.
DTC ” means The Depository Trust Company.
Holder ” means the Person in whose name the shares of the Series D Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series D Preferred Stock for the purpose of making payment and for all other purposes.
Junior Stock ” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Series D Preferred Stock has







preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.
LIBOR Determination Date ” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.
London Banking Day ” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.
Nonpayment ” shall have the meaning set forth in Section 7(b)(i) hereof.
Officer ” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.
Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.
Preferred Stock Director ” shall have the meaning set forth in Section 7(b)(i) hereof.
Preferred Stock Director Termination Date ” shall have the meaning set forth in Section 7(b)(iv) hereof.
Registrar ” means the Transfer Agent acting in its capacity as registrar for the Series D Preferred Stock, and its successors and assigns.
Regulatory Capital Event ” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series D Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series D Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series D Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series D Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series D Preferred Stock is outstanding.
Reuters LIBOR01 ” means the display designated on the Reuters 3000 Xtra Service on page LIBOR01 Page (or such other page as may replace “Reuters LIBOR01” page on the service or such other service as may be nominated by the British Bankers’ Association or other administrator of LIBOR for the purpose of displaying London interbank offered rates for United States dollar deposits or loans).
Series D Preferred Stock ” shall have the meaning set forth in Section 1 hereof.







Series D Preferred Stock Certificate ” shall have the meaning set forth in Section 14(a) hereof.
Three-month LIBOR ” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters LIBOR01 page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on the Reuters LIBOR01 page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on May 15, 2023, 0.2756%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.
Transfer Agent ” means Computershare Trust Company, N.A., a federally chartered national association, acting as Transfer Agent, Calculation Agent, Registrar and paying agent for the Series D Preferred Stock, and its successors and assigns.
Trust ” shall have the meaning set forth in Section 6(d).

Section 4. Dividends .

(a) Rate . Holders shall be entitled to receive, when, as and if declared by the Board of Directors or any duly authorized committee thereof, but only out of funds legally available therefor, noncumulative cash dividends on each share of Series D Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) semi-annually in arrears on each May 15 and November 15, beginning November 15, 2013, from and including the date of issuance to, but excluding, May 15, 2023, and (ii) quarterly in arrears on each February 15, May 15, August 15, and November 15, beginning August 15, 2023 from and including May 15, 2023; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable







on that date will be made on the next succeeding day that is a Business Day (except if after May 15, 2023, that day falls in the next calendar month, in which case the payment of any dividend otherwise payable will be made on the first preceding Business Day), (i) on or prior to May 15, 2023, without any interest or other payment in respect of such postponement, and (ii) after May 15, 2023, with dividends accruing to the actual payment date (each such day on which dividends are payable a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series D Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series D Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 5.350%, for each Dividend Period from and including the date of issuance to, but excluding, May 15, 2023 and (ii) Three-month LIBOR plus 3.466%, for each Dividend Period from and including May 15, 2023. The record date for payment of dividends on the Series D Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to May 15, 2023 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after May 15, 2023 will be computed on the basis of a 360-day year and the actual number of days elapsed.
(b) Noncumulative Dividends . If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series D Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series D Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c) Priority of Dividends . So long as any share of Series D Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series D Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:
(i) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;

(ii) purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;








(iii) as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;

(iv) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;

(v) the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or

(vi) the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The restrictions set forth in the preceding provisions of this Section 4(c) shall not apply to any Junior Stock dividends paid by the Company where the dividend is in the form of the same stock (or the right to buy the same stock) as that on which the dividend is being paid.
Except as provided below, for so long as any share of Series D Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series D Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series D Preferred Stock in the payment of dividends, all dividends declared upon shares of Series D Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series D Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.
Subject to the foregoing, and not otherwise, such dividends payable in cash, stock or otherwise, as may be determined by the Board of Directors or any duly authorized committee thereof, may be declared and paid on any other class or series of stock of the Company from time to time out of any funds legally available for such payment, and Holders will not be entitled to participate in those dividends.
Section 5. Liquidation Rights .

(a) Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of stock ranking senior to or on parity with Series D Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any accrued dividends thereon







from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.
(b) Partial Payment . If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series D Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6. Redemption .

(a) Optional Redemption . The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series D Preferred Stock at the time outstanding, on any Dividend Payment Date on or after May 15, 2023, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.

(b) Notice of Redemption . Notice of every redemption of shares of Series D Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series D Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series D Preferred Stock. Each notice shall state:








(i) the redemption date;

(ii) the total number of shares of Series D Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii) the redemption price;

(iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and

(v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series D Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c) Partial Redemption . In case of any redemption of only part of the shares of Series D Preferred Stock at the time outstanding, the shares of Series D Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series D Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series D Preferred Stock shall be redeemed from time to time.

(d) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors or any duly authorized committee thereof (the “ Trust ”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption







date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.



Section 7. Voting Rights .

(a) General . The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.

(b) Special Voting Right .

(i) Voting Right . If and whenever dividends on the Series D Preferred Stock or any other class or series of preferred stock that ranks on parity with Series D Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “ Nonpayment ”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “ Preferred Stock Director .”

(ii) Election . The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series D Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next







annual or special meeting of the stockholders at which Preferred Stock Directors are to be elected, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series D Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors.  The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii) Notice of Special Meeting . Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders.  If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company.  The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director's election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series D Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series D Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series D Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series D Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

(iv) Termination; Removal . Whenever the Company has paid noncumulative dividends in full for at least two consecutive semi-annual or four consecutive quarterly Dividend Periods following a Nonpayment on the Series D Preferred Stock and on any dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “ Preferred Stock Director Termination Date ”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the







Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).
(c) Senior Issuances; Adverse Changes . So long as any shares of Series D Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series D Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i) any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series D Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences, economic rights or special rights of the Series D Preferred Stock so as to affect them adversely;

(ii) any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company's capital stock ranking prior to the Series D Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii) the consummation of a binding share exchange or reclassification involving the Series D Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series D Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series D Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case







under the Series D Preferred Stock prior to such merger or consolidation), and (ii) such Series D Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series D Preferred Stock, taken as a whole;
provided, however , that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series D Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series D Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series D Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series D Preferred Stock but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series D Preferred Stock as a single class (in lieu of all other series of preferred stock) for purposes of the vote or consent required by this Section 7(c).
(d) No Vote if Redemption . No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series D Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 8. Preemption and Conversion Rights .

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.

Section 9. Rank .

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior Stock or shares of any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series D Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Section 10. Reacquired Shares .








The Board of Directors shall take such actions as are necessary to cause the shares of Series D Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 11. No Sinking Fund .

Shares of Series D Preferred Stock are not subject to the operation of a sinking fund.




Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent .

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series D Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however , that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates .

If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.

Section 14. Form .

(a) Series D Preferred Stock Certificates . Series D Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “ Series D Preferred Stock Certificate ”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series D Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).









(b)  Signature . Two Officers shall sign any Series D Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series D Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series D Preferred Stock Certificate, such Series D Preferred Stock Certificate shall be valid nevertheless. A Series D Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series D Preferred Stock Certificate. Each Series D Preferred Stock Certificate shall be dated the date of its countersignature.
Section 15. Taxes .

(a) Transfer Taxes . The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series D Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series D Preferred Stock, in a name other than that in which the shares of Series D Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b) Withholding . All payments and distributions (or deemed distributions) on the shares of Series D Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.
Section 16. Notices .

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 250 Royall Street, Canton, Massachusetts 02021, or other agent of the Company designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

Section 17. Other Rights Disclaimed.

The shares of Series D Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.








IN WITNESS WHEREOF, this Certificate of Designations as has been executed on behalf of the Company by its Chief Financial Officer this 29 th day of April, 2013.

CITIGROUP INC.
By: _ /s/ John C. Gerspach __________________
Name: John C. Gerspach
Title: Chief Financial Officer







Exhibit A

FORM OF
5.350% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES D

Certificate Number_______            Number of Shares of Series D Preferred Stock______
CUSIP NO.:

CITIGROUP INC.

5.350% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series D
(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated 5.350% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series D, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series D Preferred Stock”). The shares of Series D Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series D Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated April 29, 2013 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.
Reference is hereby made to select provisions of the Series D Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.
Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.
Unless the Registrar has properly countersigned, these shares of Series D Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this __ day of ________, ________.

CITIGROUP INC.
By: _______________________________________
Name:
Title:

By: _______________________________________
Name:
Title:







REGISTRAR’S COUNTERSIGNATURE
These are shares of Series D Preferred Stock referred to in the within-mentioned Certificate of Designations.
Dated:

COMPUTERSHARE TRUST COMPANY, N.A., as Registrar
By: _______________________________________
Name:
Title:







REVERSE OF CERTIFICATE
Dividends on each share of Series D Preferred Stock shall be payable at the rate provided in the Certificate of Designations.
The shares of Series D Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.
The Company shall furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series D Preferred Stock evidenced hereby to:
___________________________________________________
___________________________________________________
(Insert assignee’s social security or taxpayer identification number, if any)
___________________________________________________
___________________________________________________
(Insert address and zip code of assignee)
and irrevocably appoints:
___________________________________________________
___________________________________________________
as agent to transfer the shares of Series D Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.
Date:
Signature:
___________________________________________________
(Sign exactly as your name appears on the other side of this Certificate)
Signature Guarantee: ___________________________________________________
(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)










CERTIFICATE OF RETIREMENT
OF PREFERRED STOCK
OF CITIGROUP INC.
(Pursuant to Section 243 of the General
Corporation Law of the State of Delaware)



CITIGROUP INC., a corporation duly organized and existing under the General Corporation Law of the State of Delaware, certifies as follows:

FIRST: Citigroup's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), authorizes the issuance of 92,000 shares of 8.50% Non-Ccumulative Preferred Stock, Series F (the "Preferred Stock, Series F"), each such share with $1.00 par value and a stated value of $25,000 per share.

SECOND: Citigroup has retired all of the authorized shares of the Preferred Stock, Series F.

THIRD: Pursuant to the provisions of Section 243 of the General Corporation Law of the State of Delaware, the shares that were designated to Preferred Stock, Series F are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup.

IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Treasurer this 1 st day of July, 2013.


CITIGROUP INC.


                         By: /s/ Martin A Waters
Martin A. Waters
Assistant Treasurer







CERTIFICATE OF RETIREMENT
OF PREFERRED STOCK
OF CITIGROUP INC.
(Pursuant to Section 243 of the General
Corporation Law of the State of Delaware)



CITIGROUP INC., a corporation duly organized and existing under the General Corporation Law of the State of Delaware, certifies as follows:

FIRST: Citigroup's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), authorizes the issuance of 66,700 shares of 6.5% Non-Cumulative Convertible Preferred Stock, Series T (the "Preferred Stock, Series T"), each such share with $1.00 par value and a stated value of $25,000 per share.

SECOND: Citigroup has retired all of the authorized shares of the Preferred Stock, Series T.

THIRD: Pursuant to the provisions of Section 243 of the General Corporation Law of the State of Delaware, the shares that were designated to Preferred Stock, Series T are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup.


IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Treasurer this 1 st day of July, 2013.


CITIGROUP INC.


                         By: /s/ Martin A Waters
Martin A. Waters
Assistant Treasurer






CERTIFICATE OF DESIGNATIONS

OF

7.125% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES J

OF

CITIGROUP INC.

______________________________
pursuant to Section 151 of the
General Corporation Law of the State of Delaware
______________________________

Citigroup Inc. , a Delaware corporation (the “Company”), hereby certifies that:

1.    The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorporation”) fixes the total number of shares of all classes of capital stock that the Company shall have the authority to issue at six billion (6,000,000,000) shares of common stock, par value $0.01 per share, and thirty million (30,000,000) shares of preferred stock, par value $1.00 per share.

2.    The Certificate of Incorporation expressly grants to the Board of Directors of the Company (the “Board of Directors”) authority to provide for the issuance of the shares of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

3.    Pursuant to the authority conferred upon a pricing committee (the “ Pricing Committee ”) by the Board of Directors, the Pricing Committee, by action duly taken on September 12, 2013, adopted resolutions (i) authorizing the issuance and sale of up to 41,400 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 7.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series J (the “ Series J Preferred Stock ”) establishing the number of shares to be included in this Series J Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series J Preferred Stock and the qualifications, limitations or restrictions thereof as follows:

Section 1. Designation .

The designation of the series of preferred stock shall be “7.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series J” (the “Series J Preferred Stock”). Each share of







Series J Preferred Stock shall be identical in all respects to every other share of Series J Preferred Stock.


Section 2. Number of Shares .

The number of authorized shares of Series J Preferred Stock shall be 41,400. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series J Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Pricing Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series J Preferred Stock.

Section 3. Definitions . As used herein with respect to Series J Preferred Stock:

Appropriate Federal Banking Agency ” means the “appropriate federal banking agency” with respect to the Company as that term is defined in Section 3(q) of the Federal Deposit Insurance Act of 1950, as amended, or any successor provision.
Board of Directors ” has the meaning set forth in the recitals above.
Business Day ” means any weekday that is not a legal holiday in New York City and is not a day on which banking institutions in New York City are authorized or required by law or regulation to be closed.
Calculation Agent ” means the Transfer Agent acting in its capacity as calculation agent for the Series J Preferred Stock, and its successors and assigns.
Common Stock ” means the common stock of the Company, par value $0.01 per share, or any other shares of the capital stock of the Company into which such shares of common stock shall be reclassified or changed.
Depositary ” means DTC or its nominee or any successor depositary appointed by the Company.
Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Record Date ” shall have the meaning set forth in Section 4(a) hereof.
DTC ” means The Depository Trust Company.
Holder ” means the Person in whose name the shares of the Series J Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series J Preferred Stock for the purpose of making payment and for all other purposes.








Junior Stock ” means the Common Stock and any other class or series of stock of the
Company now existing or hereafter authorized over which Series J Preferred Stock has
preference or priority in the payment of dividends or in the distribution of assets on any
voluntary or involuntary liquidation, dissolution or winding up of the Company.
LIBOR Determination Date ” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.
London Banking Day ” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.
Nonpayment ” shall have the meaning set forth in Section 7(b)(i) hereof.
Officer ” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.
Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.
Preferred Stock Director ” shall have the meaning set forth in Section 7(b)(i) hereof.
Preferred Stock Director Termination Date ” shall have the meaning set forth in Section 7(b)(iv) hereof.
Registrar ” means the Transfer Agent acting in its capacity as registrar for the Series J Preferred Stock, and its successors and assigns.
Regulatory Capital Event ” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series J Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series J Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series J Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series J Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series J Preferred Stock is outstanding.
Reuters LIBOR01 ” means the display designated on the Reuters 3000 Xtra Service on page LIBOR01 Page (or such other page as may replace “Reuters LIBOR01” page on the service or such other service as may be nominated by the British Bankers’ Association or other administrator of LIBOR for the purpose of displaying London interbank offered rates for United States dollar deposits or loans).







Series J Preferred Stock ” shall have the meaning set forth in Section 1 hereof.
Series J Preferred Stock Certificate ” shall have the meaning set forth in Section 14(a) hereof.
Three-month LIBOR ” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters LIBOR01 page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on the Reuters LIBOR01 page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on September 30, 2023, 0.2544%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.
Transfer Agent ” means Computershare Trust Company, N.A., a federally chartered national association, acting as Transfer Agent, Calculation Agent, Registrar and paying agent for the Series J Preferred Stock, and its successors and assigns.
Trust ” shall have the meaning set forth in Section 6(d).

Section 4. Dividends .

(a) Rate . Holders shall be entitled to receive, when, as and if declared by the Board of Directors or any duly authorized committee thereof, but only out of funds legally available therefor, noncumulative cash dividends on each share of Series J Preferred Stock in the amounts specified below in this Section 4, and no more, payable quarterly in arrears on each March 30, June 30, September 30 and December 30, beginning December 30, 2013, from and including the date of issuance; provided, however, if any such day is not a Business Day, then payment of any







dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (except if after September 30, 2023, that day falls in the next calendar month, in which case the payment of any dividend otherwise payable will be made on the first preceding Business Day), (i) on or prior to September 30, 2023, without any interest or other payment in respect of such postponement, and (ii) after September 30, 2023, with dividends accruing to the actual payment date (each such day on which dividends are payable a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series J Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series J Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 7.125%, for each Dividend Period from and including the date of issuance to, but excluding, September 30, 2023 and (ii) Three-month LIBOR plus 4.040%, for each Dividend Period from and including September 30, 2023. The record date for payment of dividends on the Series J Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to September 30, 2023 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after September 30, 2023 will be computed on the basis of a 360-day year and the actual number of days elapsed.
(b) Noncumulative Dividends . If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series J Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series J Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c) Priority of Dividends . So long as any share of Series J Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series J Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:
(i) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;








(ii) purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;

(iii) as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;

(iv) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;

(v) the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or

(vi) the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The restrictions set forth in the preceding provisions of this Section 4(c) shall not apply to any Junior Stock dividends paid by the Company where the dividend is in the form of the same stock (or the right to buy the same stock) as that on which the dividend is being paid.
Except as provided below, for so long as any share of Series J Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series J Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series J Preferred Stock in the payment of dividends, all dividends declared upon shares of Series J Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series J Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.
Subject to the foregoing, and not otherwise, such dividends payable in cash, stock or otherwise, as may be determined by the Board of Directors or any duly authorized committee thereof, may be declared and paid on any other class or series of stock of the Company from time to time out of any funds legally available for such payment, and Holders will not be entitled to participate in those dividends.

Section 5. Liquidation Rights .

(a) Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available







therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of stock ranking senior to or on parity with Series J Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share (the “ Series J Liquidation Preference ”), plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.
(b) Partial Payment . If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series J Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.


Section 6. Redemption .

(a) Optional Redemption . The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series J Preferred Stock at the time outstanding, on any Dividend Payment Date on or after September 30, 2023, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.

(b) Notice of Redemption . Notice of every redemption of shares of Series J Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for







redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series J Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series J Preferred Stock. Each notice shall state:

(i) the redemption date;

(ii) the total number of shares of Series J Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii) the redemption price;

(iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and

(v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series J Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c) Partial Redemption . In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares of Series J Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series J Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series J Preferred Stock shall be redeemed from time to time.

(d) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors or any duly authorized committee thereof (the “ Trust ”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with







respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.


Section 7. Voting Rights .

(a) General . The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.

(b) Special Voting Right .

(i) Voting Right . If and whenever dividends on the Series J Preferred Stock or any other class or series of preferred stock that ranks on parity with Series J Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “ Nonpayment ”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “ Preferred Stock Director .”

(ii) Election . The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the







written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series J Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders at which Preferred Stock Directors are to be elected, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series J Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors.  The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii) Notice of Special Meeting . Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders.  If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company.  The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director's election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series J Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series J Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series J Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series J Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

(iv) Termination; Removal . Whenever the Company has paid noncumulative dividends in full for at least two consecutive semi-annual or four consecutive quarterly Dividend Periods following a Nonpayment on the Series J Preferred Stock and on any dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any







similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “ Preferred Stock Director Termination Date ”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).
(c) Senior Issuances; Adverse Changes . So long as any shares of Series J Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series J Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i) any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series J Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences, economic rights or special rights of the Series J Preferred Stock so as to affect them adversely;

(ii) any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company's capital stock ranking prior to the Series J Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii) the consummation of a binding share exchange or reclassification involving the Series J Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series J Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series J Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S.







federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series J Preferred Stock prior to such merger or consolidation), and (ii) such Series J Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series J Preferred Stock, taken as a whole;
provided, however , that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series J Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series J Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series J Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series J Preferred Stock but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series J Preferred Stock as a single class (in lieu of all other series of preferred stock) for purposes of the vote or consent required by this Section 7(c).
(d) No Vote if Redemption . No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series J Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.


Section 8. Preemption and Conversion Rights .

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.

Section 9. Rank .

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior







Stock or shares of any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series J Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Section 10. Reacquired Shares .

The Board of Directors shall take such actions as are necessary to cause the shares of Series J Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 11. No Sinking Fund .

Shares of Series J Preferred Stock are not subject to the operation of a sinking fund.


Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent .

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series J Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however , that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates .

If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.

Section 14. Form .

(a) Series J Preferred Stock Certificates . Series J Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “ Series J Preferred Stock Certificate ”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series J Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the







Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).


(b)  Signature . Two Officers shall sign any Series J Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series J Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series J Preferred Stock Certificate, such Series J Preferred Stock Certificate shall be valid nevertheless. A Series J Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series J Preferred Stock Certificate. Each Series J Preferred Stock Certificate shall be dated the date of its countersignature.
Section 15. Taxes .

(a) Transfer Taxes . The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series J Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series J Preferred Stock, in a name other than that in which the shares of Series J Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b) Withholding . All payments and distributions (or deemed distributions) on the shares of Series J Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.
Section 16. Notices .

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 250 Royall Street, Canton, Massachusetts 02021, or other agent of the Company designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.








Section 17. Other Rights Disclaimed.

The shares of Series J Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.










IN WITNESS WHEREOF, this Certificate of Designations as has been executed on behalf of the Company by its Chief Accounting Officer this 18 th day of September, 2013.

CITIGROUP INC.
By: _ /s/ Jeffrey R. Walsh ________________
Name: Jeffrey R. Walsh
Title: Chief Accounting Officer







Exhibit A

FORM OF
7.125% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES J

Certificate Number_______            Number of Shares of Series J Preferred Stock______
CUSIP NO.:

CITIGROUP INC.

7.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series J
(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated 7.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series J, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series J Preferred Stock”). The shares of Series J Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series J Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated September 18, 2013 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.
Reference is hereby made to select provisions of the Series J Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.
Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.
Unless the Registrar has properly countersigned, these shares of Series J Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this __ day of ________, ________.

CITIGROUP INC.

By: _______________________________________
Name:
Title:

By: _______________________________________
Name:
Title:







REGISTRAR’S COUNTERSIGNATURE
These are shares of Series J Preferred Stock referred to in the within-mentioned Certificate of Designations.
Dated:

COMPUTERSHARE TRUST COMPANY, N.A., as Registrar
By: _______________________________________
Name:
Title:







REVERSE OF CERTIFICATE
Dividends on each share of Series J Preferred Stock shall be payable at the rate provided in the Certificate of Designations.
The shares of Series J Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.
The Company shall furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series J Preferred Stock evidenced hereby to:
___________________________________________________
___________________________________________________
(Insert assignee’s social security or taxpayer identification number, if any)
___________________________________________________
___________________________________________________
(Insert address and zip code of assignee)
and irrevocably appoints:
___________________________________________________
___________________________________________________
as agent to transfer the shares of Series J Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.
Date:
Signature:
___________________________________________________
(Sign exactly as your name appears on the other side of this Certificate)
Signature Guarantee: ___________________________________________________
(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)






CERTIFICATE OF RETIREMENT
OF PREFERRED STOCK
OF CITIGROUP INC.
(Pursuant to Section 243 of the General
Corporation Law of the State of Delaware)



CITIGROUP INC., a corporation duly organized and existing under the General Corporation Law of the State of Delaware, certifies as follows:

FIRST: Citigroup's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), authorizes the issuance of up to 31,000 shares of Series R Cumulative Participating Preferred Stock (the "Series R Preferred Stock"), with $1.00 par value per share.

SECOND: No shares of the Series R Preferred Stock have been or will be issued.

THIRD: Pursuant to the provisions of Section 243 of the General Corporation Law of the State of Delaware, all references to the Series R Preferred Stock in the Certificate of Incorporation are hereby eliminated, and the shares that were designated to such series are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup.

IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Secretary this 9 th day of October, 2013.


CITIGROUP INC.


                         By: /s/Michael J. Tarpley
Michael J. Tarpley
Assistant Secretary







CERTIFICATE OF DESIGNATIONS

OF

6.875% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES K

OF

CITIGROUP INC.

______________________________
pursuant to Section 151 of the
General Corporation Law of the State of Delaware
______________________________

Citigroup Inc. , a Delaware corporation (the “Company”), hereby certifies that:

1.    The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorporation”) fixes the total number of shares of all classes of capital stock that the Company shall have the authority to issue at six billion (6,000,000,000) shares of common stock, par value $0.01 per share, and thirty million (30,000,000) shares of preferred stock, par value $1.00 per share.

2.    The Certificate of Incorporation expressly grants to the Board of Directors of the Company (the “Board of Directors”) authority to provide for the issuance of the shares of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

3.    Pursuant to the authority conferred upon a preferred stock committee (the “ Preferred Stock Committee ”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on October 24, 2013, adopted resolutions (i) authorizing the issuance and sale of up to 59,800 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 6.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series K (the “ Series K Preferred Stock ”) establishing the number of shares to be included in this Series K Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series K Preferred Stock and the qualifications, limitations or restrictions thereof as follows:








Section 1. Designation .

The designation of the series of preferred stock shall be “6.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series K” (the “Series K Preferred Stock”). Each share of Series K Preferred Stock shall be identical in all respects to every other share of Series K Preferred Stock.


Section 2. Number of Shares .

The number of authorized shares of Series K Preferred Stock shall be 59,800. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series K Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series K Preferred Stock.

Section 3. Definitions . As used herein with respect to Series K Preferred Stock:

Appropriate Federal Banking Agency ” means the “appropriate federal banking agency” with respect to the Company as that term is defined in Section 3(q) of the Federal Deposit Insurance Act of 1950, as amended, or any successor provision.
Board of Directors ” has the meaning set forth in the recitals above.
Business Day ” means any weekday that is not a legal holiday in New York City and is not a day on which banking institutions in New York City are authorized or required by law or regulation to be closed.
Calculation Agent ” means the Transfer Agent acting in its capacity as calculation agent for the Series K Preferred Stock, and its successors and assigns.
Common Stock ” means the common stock of the Company, par value $0.01 per share, or any other shares of the capital stock of the Company into which such shares of common stock shall be reclassified or changed.
Depositary ” means DTC or its nominee or any successor depositary appointed by the Company.
Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Record Date ” shall have the meaning set forth in Section 4(a) hereof.
DTC ” means The Depository Trust Company.







Holder ” means the Person in whose name the shares of the Series K Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series K Preferred Stock for the purpose of making payment and for all other purposes.

Junior Stock ” means the Common Stock and any other class or series of stock of the
Company now existing or hereafter authorized over which Series K Preferred Stock has
preference or priority in the payment of dividends or in the distribution of assets on any
voluntary or involuntary liquidation, dissolution or winding up of the Company.
LIBOR Determination Date ” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.
London Banking Day ” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.
Nonpayment ” shall have the meaning set forth in Section 7(b)(i) hereof.
Officer ” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.
Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.
Preferred Stock Director ” shall have the meaning set forth in Section 7(b)(i) hereof.
Preferred Stock Director Termination Date ” shall have the meaning set forth in Section 7(b)(iv) hereof.
Registrar ” means the Transfer Agent acting in its capacity as registrar for the Series K Preferred Stock, and its successors and assigns.
Regulatory Capital Event ” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series K Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series K Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series K Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series K Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series K Preferred Stock is outstanding.







Reuters LIBOR01 ” means the display designated on the Reuters 3000 Xtra Service on page LIBOR01 Page (or such other page as may replace “Reuters LIBOR01” page on the service or such other service as may be nominated by the British Bankers’ Association or other administrator of LIBOR for the purpose of displaying London interbank offered rates for United States dollar deposits or loans).
Series K Preferred Stock ” shall have the meaning set forth in Section 1 hereof.
Series K Preferred Stock Certificate ” shall have the meaning set forth in Section 14(a) hereof.
Three-month LIBOR ” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters LIBOR01 page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on the Reuters LIBOR01 page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on November 15, 2023, 0.2381%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.
Transfer Agent ” means Computershare Trust Company, N.A., a federally chartered national association, acting as Transfer Agent, Calculation Agent, Registrar and paying agent for the Series K Preferred Stock, and its successors and assigns.
Trust ” shall have the meaning set forth in Section 6(d).








Section 4. Dividends .

(a) Rate . Holders shall be entitled to receive, when, as and if declared by the Board of Directors or any duly authorized committee thereof, but only out of funds legally available therefor, noncumulative cash dividends on each share of Series K Preferred Stock in the amounts specified below in this Section 4, and no more, payable quarterly in arrears on each February 15, May 15, August 15 and November 15, beginning February 15, 2014, from and including the date of issuance; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (except if after November 15, 2023, that day falls in the next calendar month, in which case the payment of any dividend otherwise payable will be made on the first preceding Business Day), (i) on or prior to November 15, 2023, without any interest or other payment in respect of such postponement, and (ii) after November 15, 2023, with dividends accruing to the actual payment date (each such day on which dividends are payable a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series K Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series K Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 6.875%, for each Dividend Period from and including the date of issuance to, but excluding, November 15, 2023 and (ii) Three-month LIBOR plus 4.130%, for each Dividend Period from and including November 15, 2023. The record date for payment of dividends on the Series K Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to November 15, 2023 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after November 15, 2023 will be computed on the basis of a 360-day year and the actual number of days elapsed.
(b) Noncumulative Dividends . If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series K Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series K Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c) Priority of Dividends . So long as any share of Series K Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series K Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any







distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:
(i) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;

(ii) purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;

(iii) as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;

(iv) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;

(v) the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or

(vi) the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The restrictions set forth in the preceding provisions of this Section 4(c) shall not apply to any Junior Stock dividends paid by the Company where the dividend is in the form of the same stock (or the right to buy the same stock) as that on which the dividend is being paid.
Except as provided below, for so long as any share of Series K Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series K Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series K Preferred Stock in the payment of dividends, all dividends declared upon shares of Series K Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series K Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.
Subject to the foregoing, and not otherwise, such dividends payable in cash, stock or otherwise, as may be determined by the Board of Directors or any duly authorized committee thereof, may be declared and paid on any other class or series of stock of the Company from time to time out of any funds legally available for such payment, and Holders will not be entitled to participate in those dividends.








Section 5. Liquidation Rights .

(a) Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of stock ranking senior to or on parity with Series K Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share (the “ Series K Liquidation Preference ”), plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.
(b) Partial Payment . If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series K Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.


Section 6. Redemption .

(a) Optional Redemption . The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series K Preferred Stock at the time outstanding, on any Dividend Payment Date on or after November 15, 2023, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without







accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.

(b) Notice of Redemption . Notice of every redemption of shares of Series K Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series K Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series K Preferred Stock. Each notice shall state:

(i) the redemption date;

(ii) the total number of shares of Series K Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii) the redemption price;

(iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and

(v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series K Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c) Partial Redemption . In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares of Series K Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series K Preferred Stock held by such Holders, (ii) by lot or (iii) in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable; provided, however, that if for so long as the Series K Preferred Stock or depositary shares in respect thereof are listed on the New York Stock Exchange, the foregoing clause (iii) shall apply only if such method of selection is not then prohibited by any then applicable rule of the New York Stock Exchange or the New York Stock Exchange consents to or grants a waiver or exemption from such rule. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority







to prescribe the terms and conditions upon which shares of Series K Preferred Stock shall be redeemed from time to time.

(d) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors or any duly authorized committee thereof (the “ Trust ”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.


Section 7. Voting Rights .

(a) General . The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.

(b) Special Voting Right .

(i) Voting Right . If and whenever dividends on the Series K Preferred Stock or any other class or series of preferred stock that ranks on parity with Series K Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “ Nonpayment ”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors







of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “ Preferred Stock Director .”

(ii) Election . The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series K Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders at which Preferred Stock Directors are to be elected, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series K Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors.  The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii) Notice of Special Meeting . Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders.  If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company.  The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director's election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series K Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series K Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series K Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any







directorship not so filled shall remain vacant until such time as the holders of Series K Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

(iv) Termination; Removal . Whenever the Company has paid noncumulative dividends in full for at least two consecutive semi-annual or four consecutive quarterly Dividend Periods following a Nonpayment on the Series K Preferred Stock and on any dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “ Preferred Stock Director Termination Date ”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).
(c) Senior Issuances; Adverse Changes . So long as any shares of Series K Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series K Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i) any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series K Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences, economic rights or special rights of the Series K Preferred Stock so as to affect them adversely;

(ii) any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities







convertible into shares of, any class or series of the Company's capital stock ranking prior to the Series K Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii) the consummation of a binding share exchange or reclassification involving the Series K Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series K Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series K Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series K Preferred Stock prior to such merger or consolidation), and (ii) such Series K Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series K Preferred Stock, taken as a whole;
provided, however , that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series K Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series K Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series K Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series K Preferred Stock but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series K Preferred Stock as a single class (in lieu of all other series of preferred stock) for purposes of the vote or consent required by this Section 7(c).
(d) No Vote if Redemption . No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series K Preferred Stock, with proper







notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.


Section 8. Preemption and Conversion Rights .

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.

Section 9. Rank .

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior Stock or shares of any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series K Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Section 10. Reacquired Shares .

The Board of Directors shall take such actions as are necessary to cause the shares of Series K Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 11. No Sinking Fund .

Shares of Series K Preferred Stock are not subject to the operation of a sinking fund.


Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent .

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series K Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however , that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates .

If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company







shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.

Section 14. Form .

(a) Series K Preferred Stock Certificates . Series K Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “ Series K Preferred Stock Certificate ”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series K Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).


(b)  Signature . Two Officers shall sign any Series K Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series K Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series K Preferred Stock Certificate, such Series K Preferred Stock Certificate shall be valid nevertheless. A Series K Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series K Preferred Stock Certificate. Each Series K Preferred Stock Certificate shall be dated the date of its countersignature.
Section 15. Taxes .

(a) Transfer Taxes . The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series K Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series K Preferred Stock, in a name other than that in which the shares of Series K Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b) Withholding . All payments and distributions (or deemed distributions) on the shares of Series K Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.







Section 16. Notices .

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 250 Royall Street, Canton, Massachusetts 02021, or other agent of the Company designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

Section 17. Other Rights Disclaimed.

The shares of Series K Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.










IN WITNESS WHEREOF, this Certificate of Designations as has been executed on behalf of the Company by its Chief Accounting Officer this 30 th day of October, 2013.

CITIGROUP INC.
By: _ /c/ Jeffrey R. Walsh_________ ________________
Name: Jeffrey R. Walsh
Title: Chief Accounting Officer







Exhibit A

FORM OF
6.875% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES K

Certificate Number_______            Number of Shares of Series K Preferred Stock______
CUSIP NO.:

CITIGROUP INC.

6.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series K
(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated 6.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series K, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series K Preferred Stock”). The shares of Series K Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series K Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated October 30, 2013 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.
Reference is hereby made to select provisions of the Series K Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.
Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.
Unless the Registrar has properly countersigned, these shares of Series K Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this __ day of ________, ________.

CITIGROUP INC.

By: _______________________________________
Name:
Title:

By: _______________________________________
Name:
Title:







REGISTRAR’S COUNTERSIGNATURE
These are shares of Series K Preferred Stock referred to in the within-mentioned Certificate of Designations.
Dated:

COMPUTERSHARE TRUST COMPANY, N.A., as Registrar
By: _______________________________________
Name:
Title:







REVERSE OF CERTIFICATE
Dividends on each share of Series K Preferred Stock shall be payable at the rate provided in the Certificate of Designations.
The shares of Series K Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.
The Company shall furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series K Preferred Stock evidenced hereby to:
___________________________________________________
___________________________________________________
(Insert assignee’s social security or taxpayer identification number, if any)
___________________________________________________
___________________________________________________
(Insert address and zip code of assignee)
and irrevocably appoints:
___________________________________________________
___________________________________________________
as agent to transfer the shares of Series K Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.
Date:
Signature:
___________________________________________________
(Sign exactly as your name appears on the other side of this Certificate)
Signature Guarantee: ___________________________________________________
(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)









CORRECTED CERTIFICATE OF DESIGNATIONS

OF

6.300% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES M

OF

CITIGROUP INC.

______________________________
pursuant to Sections 103(f) and 151 of the
General Corporation Law of the State of Delaware
______________________________

Citigroup Inc. , a Delaware corporation (the “Company”), hereby certifies that:

On April 29, 2014, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designations of 6.300% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series M (the “Certificate”), which was an inaccurate record of the corporate action referred to therein in that Section 4(a) of the Certificate omitted the interest payment dates for the floating rate interest period and contained similar typographical errors. The Certificate is hereby corrected to read, in its entirety, as set forth below:
        
1.    The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorporation”) fixes the total number of shares of all classes of capital stock that the Company shall have the authority to issue at six billion (6,000,000,000) shares of common stock, par value $0.01 per share, and thirty million (30,000,000) shares of preferred stock, par value $1.00 per share.

2.    The Certificate of Incorporation expressly grants to the Board of Directors of the Company (the “Board of Directors”) authority to provide for the issuance of the shares of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

3.    Pursuant to the authority conferred upon a preferred stock committee (the “ Preferred Stock Committee ”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on April 23, 2014, adopted resolutions (i) authorizing the issuance and sale of up to 70,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 6.300% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series M (the “ Series M Preferred Stock ”) establishing the number of shares to be included in this Series M







Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series M Preferred Stock and the qualifications, limitations or restrictions thereof as follows:

Section 1. Designation .

The designation of the series of preferred stock shall be “6.300% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series M” (the “Series M Preferred Stock”). Each share of Series M Preferred Stock shall be identical in all respects to every other share of Series M Preferred Stock.


Section 2. Number of Shares .

The number of authorized shares of Series M Preferred Stock shall be 70,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series M Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series M Preferred Stock.


Section 3. Definitions . As used herein with respect to Series M Preferred Stock:

Appropriate Federal Banking Agency ” means the “appropriate federal banking agency” with respect to the Company as that term is defined in Section 3(q) of the Federal Deposit Insurance Act of 1950, as amended, or any successor provision.
Board of Directors ” has the meaning set forth in the recitals above.
Business Day ” means any weekday that is not a legal holiday in New York City and is not a day on which banking institutions in New York City are authorized or required by law or regulation to be closed.
Calculation Agent ” means the Transfer Agent acting in its capacity as calculation agent for the Series M Preferred Stock, and its successors and assigns.
Common Stock ” means the common stock of the Company, par value $0.01 per share, or any other shares of the capital stock of the Company into which such shares of common stock shall be reclassified or changed.
Depositary ” means DTC or its nominee or any successor depositary appointed by the Company.
Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.







Dividend Record Date ” shall have the meaning set forth in Section 4(a) hereof.
DTC ” means The Depository Trust Company.
Holder ” means the Person in whose name the shares of the Series M Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series M Preferred Stock for the purpose of making payment and for all other purposes.

Junior Stock ” means the Common Stock and any other class or series of stock of the
Company now existing or hereafter authorized over which Series M Preferred Stock has
preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.
LIBOR Determination Date ” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.
London Banking Day ” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.
Nonpayment ” shall have the meaning set forth in Section 7(b)(i) hereof.
Officer ” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.
Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.
Preferred Stock Director ” shall have the meaning set forth in Section 7(b)(i) hereof.
Preferred Stock Director Termination Date ” shall have the meaning set forth in Section 7(b)(iv) hereof.
Registrar ” means the Transfer Agent acting in its capacity as registrar for the Series M Preferred Stock, and its successors and assigns.
Regulatory Capital Event ” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series M Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series M Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series M Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series M Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal







Banking Agency) as then in effect and applicable, for so long as any share of the Series M Preferred Stock is outstanding.
Reuters LIBOR01 ” means the display designated on the Reuters 3000 Xtra Service on page LIBOR01 Page (or such other page as may replace “Reuters LIBOR01” page on the service or such other service as may be nominated by the British Bankers’ Association or other administrator of LIBOR for the purpose of displaying London interbank offered rates for United States dollar deposits or loans).
Series M Preferred Stock ” shall have the meaning set forth in Section 1 hereof.
Series M Preferred Stock Certificate ” shall have the meaning set forth in Section 14(a) hereof.
Three-month LIBOR ” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters LIBOR01 page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on the Reuters LIBOR01 page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on May 15, 2024, 0.2288%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.
Transfer Agent ” means Computershare Trust Company, N.A., a federally chartered national association, acting as Transfer Agent, Calculation Agent, Registrar and paying agent for the Series M Preferred Stock, and its successors and assigns.
Trust ” shall have the meaning set forth in Section 6(d).









Section 4. Dividends .

(a) Rate . Holders shall be entitled to receive, when, as and if declared by the Board of Directors or any duly authorized committee thereof, but only out of funds legally available therefor, noncumulative cash dividends on each share of Series M Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) semiannually in arrears on each May 15 and November 15 (each, a “ Dividend Payment Date ”), beginning November 15, 2014, from and including the date of issuance to, but excluding, May 15, 2024; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, without any interest or other payment in respect of such postponement, and (ii) quarterly in arrears on each February 15, May 15, August 15 and November 15, beginning August 15, 2024, from and including May 15, 2024; provided, however , if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, except if that day falls in the next calendar month, in which case, the payment of any dividend otherwise payable will be made on the immediately preceding Business Day, with dividends accruing to the actual payment date (each such day on which dividends are payable for any Dividend Period (as defined below) after the Dividend Period to but excluding May 15, 2024, a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series M Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series M Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 6.300%, for each Dividend Period from and including the date of issuance to, but excluding, May 15, 2024 and (ii) Three-month LIBOR plus 3.423%, for each Dividend Period from and including May 15, 2024. The record date for payment of dividends on the Series M Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to May 15, 2024 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after May 15, 2024 will be computed on the basis of a 360-day year and the actual number of days elapsed.
(b) Noncumulative Dividends . If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series M Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series M Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.








(c) Priority of Dividends . So long as any share of Series M Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series M Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:
(i) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;

(ii) purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;

(iii) as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;

(iv) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;

(v) the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or

(vi) the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The restrictions set forth in the preceding provisions of this Section 4(c) shall not apply to any Junior Stock dividends paid by the Company where the dividend is in the form of the same stock (or the right to buy the same stock) as that on which the dividend is being paid.
Except as provided below, for so long as any share of Series M Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series M Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series M Preferred Stock in the payment of dividends, all dividends declared upon shares of Series M Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series M Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.







Subject to the foregoing, and not otherwise, such dividends payable in cash, stock or otherwise, as may be determined by the Board of Directors or any duly authorized committee thereof, may be declared and paid on any other class or series of stock of the Company from time to time out of any funds legally available for such payment, and Holders will not be entitled to participate in those dividends.
Section 5. Liquidation Rights .

(a) Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of stock ranking senior to or on parity with Series M Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share (the “ Series M Liquidation Preference ”), plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.
(b) Partial Payment . If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series M Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.









Section 6. Redemption .

(a) Optional Redemption . The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series M Preferred Stock at the time outstanding, on any Dividend Payment Date on or after May 15, 2024, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.

(b) Notice of Redemption . Notice of every redemption of shares of Series M Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series M Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series M Preferred Stock. Each notice shall state:

(i) the redemption date;

(ii) the total number of shares of Series M Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii) the redemption price;

(iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and

(v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series M Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c) Partial Redemption . In case of any redemption of only part of the shares of Series M Preferred Stock at the time outstanding, the shares of Series M Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series M Preferred Stock held by such Holders, (ii) by lot or (iii) in such other manner as the Board of







Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable; provided, however, that if for so long as the Series M Preferred Stock or depositary shares in respect thereof are listed on the New York Stock Exchange, the foregoing clause (iii) shall apply only if such method of selection is not then prohibited by any then applicable rule of the New York Stock Exchange or the New York Stock Exchange consents to or grants a waiver or exemption from such rule. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series M Preferred Stock shall be redeemed from time to time.

(d) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors or any duly authorized committee thereof (the “ Trust ”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.


Section 7. Voting Rights .

(a) General . The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.

(b) Special Voting Right .

(i) Voting Right . If and whenever dividends on the Series M Preferred Stock or any other class or series of preferred stock that ranks on parity with Series M Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an







aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “ Nonpayment ”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “ Preferred Stock Director .”

(ii) Election . The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series M Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders at which Preferred Stock Directors are to be elected, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series M Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors.  The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii) Notice of Special Meeting . Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders.  If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company.  The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director's election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series M Preferred







Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series M Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series M Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series M Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

(iv) Termination; Removal . Whenever the Company has paid noncumulative dividends in full for at least two consecutive semi-annual or four consecutive quarterly Dividend Periods following a Nonpayment on the Series M Preferred Stock and on any dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “ Preferred Stock Director Termination Date ”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).
(c) Senior Issuances; Adverse Changes . So long as any shares of Series M Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series M Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:








(i) any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series M Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences, economic rights or special rights of the Series M Preferred Stock so as to affect them adversely;

(ii) any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company's capital stock ranking prior to the Series M Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii) the consummation of a binding share exchange or reclassification involving the Series M Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series M Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series M Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series M Preferred Stock prior to such merger or consolidation), and (ii) such Series M Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series M Preferred Stock, taken as a whole;
provided, however , that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series M Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series M Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series M Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series M Preferred Stock







but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series M Preferred Stock as a single class (in lieu of all other series of preferred stock) for purposes of the vote or consent required by this Section 7(c).
(d) No Vote if Redemption . No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series M Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.


Section 8. Preemption and Conversion Rights .

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.


Section 9. Rank .

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior Stock or shares of any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series M Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.


Section 10. Reacquired Shares .

The Board of Directors shall take such actions as are necessary to cause the shares of Series M Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.


Section 11. No Sinking Fund .

Shares of Series M Preferred Stock are not subject to the operation of a sinking fund.









Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent .

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series M Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however , that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.


Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates .

If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.


Section 14. Form .

(a) Series M Preferred Stock Certificates . Series M Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “ Series M Preferred Stock Certificate ”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series M Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).

(b)  Signature . Two Officers shall sign any Series M Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series M Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series M Preferred Stock Certificate, such Series M Preferred Stock Certificate shall be valid nevertheless. A Series M Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series M Preferred Stock Certificate. Each Series M Preferred Stock Certificate shall be dated the date of its countersignature.








Section 15. Taxes .

(a) Transfer Taxes . The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series M Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series M Preferred Stock, in a name other than that in which the shares of Series M Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b) Withholding . All payments and distributions (or deemed distributions) on the shares of Series M Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 16. Notices .

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 250 Royall Street, Canton, Massachusetts 02021, or other agent of the Company designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.


Section 17. Other Rights Disclaimed.

The shares of Series M Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.







IN WITNESS WHEREOF, this Corrected Certificate of Designations has been executed on behalf of the Company by its Chief Accounting Officer this 30 th day of July, 2014.

CITIGROUP INC.



By: /s/ Jeffrey R. Walsh
Name: Jeffrey R. Walsh
Title: Chief Accounting Officer







Exhibit A

FORM OF
6.300% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES M

Certificate Number_______            Number of Shares of Series M Preferred Stock______
CUSIP NO.:

CITIGROUP INC.

6.300% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series M
(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated 6.300% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series M, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series M Preferred Stock”). The shares of Series M Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series M Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated April 29, 2014 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.
Reference is hereby made to select provisions of the Series M Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.
Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.
Unless the Registrar has properly countersigned, these shares of Series M Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this __ day of ________, ________.

CITIGROUP INC.

By: _______________________________________
Name:
Title:

By: _______________________________________
Name:
Title:







REGISTRAR’S COUNTERSIGNATURE
These are shares of Series M Preferred Stock referred to in the within-mentioned Certificate of Designations.
Dated:

COMPUTERSHARE TRUST COMPANY, N.A., as Registrar
By: _______________________________________
Name:
Title:







REVERSE OF CERTIFICATE
Dividends on each share of Series M Preferred Stock shall be payable at the rate provided in the Certificate of Designations.
The shares of Series M Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.
The Company shall furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series M Preferred Stock evidenced hereby to:
___________________________________________________
___________________________________________________
(Insert assignee’s social security or taxpayer identification number, if any)
___________________________________________________
___________________________________________________
(Insert address and zip code of assignee)
and irrevocably appoints:
___________________________________________________
___________________________________________________
as agent to transfer the shares of Series M Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.
Date:
Signature:
___________________________________________________
(Sign exactly as your name appears on the other side of this Certificate)
Signature Guarantee: ___________________________________________________
(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)









CERTIFICATE OF DESIGNATIONS

OF

5.800% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES N

OF

CITIGROUP INC.

______________________________

pursuant to Sections 103(f) and 151 of the
General Corporation Law of the State of Delaware
______________________________

Citigroup Inc. , a Delaware corporation (the “Company”), hereby certifies that:

    
        
1.      The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorporation”) fixes the total number of shares of all classes of capital stock that the Company shall have the authority to issue at six billion (6,000,000,000) shares of common stock, par value $0.01 per share, and thirty million (30,000,000) shares of preferred stock, par value $1.00 per share.

2.      The Certificate of Incorporation expressly grants to the Board of Directors of the Company (the “Board of Directors”) authority to provide for the issuance of the shares of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

3.      Pursuant to the authority conferred upon a preferred stock committee (the “ Preferred Stock Committee ”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on October 22, 2014, adopted resolutions (i) authorizing the issuance and sale of up to 60,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 5.800% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series N (the “ Series N Preferred Stock ”) establishing the number of shares to be included in this Series N Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series N Preferred Stock and the qualifications, limitations or restrictions thereof as follows:

Section 1. Designation .








The designation of the series of preferred stock shall be “5.800% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series N” (the “Series N Preferred Stock”). Each share of Series N Preferred Stock shall be identical in all respects to every other share of Series N Preferred Stock.


Section 2. Number of Shares .

The number of authorized shares of Series N Preferred Stock shall be 60,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series N Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series N Preferred Stock.


Section 3. Definitions . As used herein with respect to Series N Preferred Stock:

Appropriate Federal Banking Agency ” means the “appropriate federal banking agency” with respect to the Company as that term is defined in Section 3(q) of the Federal Deposit Insurance Act of 1950, as amended, or any successor provision.
Board of Directors ” has the meaning set forth in the recitals above.
Business Day ” means any weekday that is not a legal holiday in New York City and is not a day on which banking institutions in New York City are authorized or required by law or regulation to be closed.
Calculation Agent ” means the Transfer Agent acting in its capacity as calculation agent for the Series N Preferred Stock, and its successors and assigns.
Common Stock ” means the common stock of the Company, par value $0.01 per share, or any other shares of the capital stock of the Company into which such shares of common stock shall be reclassified or changed.
Depositary ” means DTC or its nominee or any successor depositary appointed by the Company.
Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Record Date ” shall have the meaning set forth in Section 4(a) hereof.
DTC ” means The Depository Trust Company.
Holder ” means the Person in whose name the shares of the Series N Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar







and paying agent as the absolute owner of the shares of Series N Preferred Stock for the purpose of making payment and for all other purposes.

Junior Stock ” means the Common Stock and any other class or series of stock of the
Company now existing or hereafter authorized over which Series N Preferred Stock has
preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.
LIBOR Determination Date ” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.
London Banking Day ” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.
Nonpayment ” shall have the meaning set forth in Section 7(b)(i) hereof.
Officer ” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.
Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.
Preferred Stock Director ” shall have the meaning set forth in Section 7(b)(i) hereof.
Preferred Stock Director Termination Date ” shall have the meaning set forth in Section 7(b)(iv) hereof.
Registrar ” means the Transfer Agent acting in its capacity as registrar for the Series N Preferred Stock, and its successors and assigns.
Regulatory Capital Event ” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series N Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series N Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series N Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series N Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series N Preferred Stock is outstanding.
Reuters LIBOR01 ” means the display designated on the Reuters 3000 Xtra Service on page LIBOR01 Page (or such other page as may replace “Reuters LIBOR01” page on the service or such other service as may be nominated by the British Bankers’ Association or other







administrator of LIBOR for the purpose of displaying London interbank offered rates for United States dollar deposits or loans).
Series N Preferred Stock ” shall have the meaning set forth in Section 1 hereof.
Series N Preferred Stock Certificate ” shall have the meaning set forth in Section 14(a) hereof.

Three-month LIBOR ” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters LIBOR01 page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on the Reuters LIBOR01 page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on November 15, 2019, 0.2328 %. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.
Transfer Agent ” means Computershare Trust Company, N.A., a federally chartered national association, acting as Transfer Agent, Calculation Agent, Registrar and paying agent for the Series N Preferred Stock, and its successors and assigns.
Trust ” shall have the meaning set forth in Section 6(d).


Section 4. Dividends .

(a) Rate . Holders shall be entitled to receive, when, as and if declared by the Board of Directors or any duly authorized committee thereof, but only out of funds legally available therefor, noncumulative cash dividends on each share of Series N Preferred Stock in the amounts







specified below in this Section 4, and no more, payable (i) semiannually in arrears on each May 15 and November 15 (each, a “ Dividend Payment Date ”), beginning May 15, 2015, from and including the date of issuance to, but excluding, November 15, 2019; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, without any interest or other payment in respect of such postponement, and (ii) quarterly in arrears on each February 15, May 15, August 15 and November 15, beginning August 15, 2024, from and including November 15, 2019; provided, however , if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, except if that day falls in the next calendar month, in which case, the payment of any dividend otherwise payable will be made on the immediately preceding Business Day, with dividends accruing to the actual payment date (each such day on which dividends are payable for any Dividend Period (as defined below) after the Dividend Period to but excluding November 15, 2019, a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series N Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series N Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 5.800%, for each Dividend Period from and including the date of issuance to, but excluding, November 15, 2019 and (ii) Three-month LIBOR plus 4.093%, for each Dividend Period from and including November 15, 2019. The record date for payment of dividends on the Series N Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to November 15, 2019 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after November 15, 2019 will be computed on the basis of a 360-day year and the actual number of days elapsed.
(b) Noncumulative Dividends . If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series N Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series N Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c) Priority of Dividends . So long as any share of Series N Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series N Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any







distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:
(i) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;

(ii) purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;

(iii) as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;

(iv) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;

(v) the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or

(vi) the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The restrictions set forth in the preceding provisions of this Section 4(c) shall not apply to any Junior Stock dividends paid by the Company where the dividend is in the form of the same stock (or the right to buy the same stock) as that on which the dividend is being paid.
Except as provided below, for so long as any share of Series N Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series N Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series N Preferred Stock in the payment of dividends, all dividends declared upon shares of Series N Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series N Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.
Subject to the foregoing, and not otherwise, such dividends payable in cash, stock or otherwise, as may be determined by the Board of Directors or any duly authorized committee thereof, may be declared and paid on any other class or series of stock of the Company from time to time out of any funds legally available for such payment, and Holders will not be entitled to participate in those dividends.
Section 5. Liquidation Rights .








(a) Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of stock ranking senior to or on parity with Series N Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share (the “ Series N Liquidation Preference ”), plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.
(b) Partial Payment . If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series N Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.


Section 6. Redemption .

(a) Optional Redemption . The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series N Preferred Stock at the time outstanding, on any Dividend Payment Date on or after November 15, 2019, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.

(b) Notice of Redemption . Notice of every redemption of shares of Series N Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares







to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series N Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series N Preferred Stock. Each notice shall state:

(i) the redemption date;

(ii) the total number of shares of Series N Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii) the redemption price;

(iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and

(v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series N Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c) Partial Redemption . In case of any redemption of only part of the shares of Series N Preferred Stock at the time outstanding, the shares of Series N Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series N Preferred Stock held by such Holders, (ii) by lot or (iii) in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable; provided, however, that if for so long as the Series N Preferred Stock or depositary shares in respect thereof are listed on the New York Stock Exchange, the foregoing clause (iii) shall apply only if such method of selection is not then prohibited by any then applicable rule of the New York Stock Exchange or the New York Stock Exchange consents to or grants a waiver or exemption from such rule. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series N Preferred Stock shall be redeemed from time to time.

(d) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor,







or deposited by the Company with a bank or trust company selected by the Board of Directors or any duly authorized committee thereof (the “ Trust ”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.


Section 7. Voting Rights .

(a) General . The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.

(b) Special Voting Right .

(i) Voting Right . If and whenever dividends on the Series N Preferred Stock or any other class or series of preferred stock that ranks on parity with Series N Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “ Nonpayment ”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “ Preferred Stock Director .”








(ii) Election . The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series N Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders of the Company, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series N Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors.  The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii) Notice of Special Meeting . Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders.  If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company.  The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director's election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series N Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series N Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series N Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series N Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

(iv) Termination; Removal . Whenever the Company has paid noncumulative dividends in full for at least two consecutive semi-annual or four consecutive quarterly







Dividend Periods following a Nonpayment on the Series N Preferred Stock and on any dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “ Preferred Stock Director Termination Date ”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).
(c) Senior Issuances; Adverse Changes . So long as any shares of Series N Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series N Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i) any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series N Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences, economic rights or special rights of the Series N Preferred Stock so as to affect them adversely;

(ii) any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company's capital stock ranking prior to the Series N Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii) the consummation of a binding share exchange or reclassification involving the Series N Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series N Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series N Preferred Stock remains outstanding or, in the case of any such merger or consolidation with







respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series N Preferred Stock prior to such merger or consolidation), and (ii) such Series N Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series N Preferred Stock, taken as a whole;
provided, however , that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series N Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series N Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series N Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series N Preferred Stock but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series N Preferred Stock as a single class (in lieu of all other series of preferred stock) for purposes of the vote or consent required by this Section 7(c).
(d) No Vote if Redemption . No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series N Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.


Section 8. Preemption and Conversion Rights .

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.









Section 9. Rank .

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior Stock or shares of any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series N Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.


Section 10. Reacquired Shares .

The Board of Directors shall take such actions as are necessary to cause the shares of Series N Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.


Section 11. No Sinking Fund .

Shares of Series N Preferred Stock are not subject to the operation of a sinking fund.


Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent .

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series N Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however , that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.


Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates .

If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.









Section 14. Form .

(a) Series N Preferred Stock Certificates . Series N Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “ Series N Preferred Stock Certificate ”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series N Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).

(b)  Signature . Two Officers shall sign any Series N Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series N Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series N Preferred Stock Certificate, such Series N Preferred Stock Certificate shall be valid nevertheless. A Series N Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series N Preferred Stock Certificate. Each Series N Preferred Stock Certificate shall be dated the date of its countersignature.

Section 15. Taxes .

(a) Transfer Taxes . The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series N Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series N Preferred Stock, in a name other than that in which the shares of Series N Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b) Withholding . All payments and distributions (or deemed distributions) on the shares of Series N Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 16. Notices .

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park







Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 250 Royall Street, Canton, Massachusetts 02021, or other agent of the Company designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.


Section 17. Other Rights Disclaimed.

The shares of Series N Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.







IN WITNESS WHEREOF, this Certificate of Designations has been executed on behalf of the Company by its Chief Accounting Officer this 28 th day of October, 2014.

CITIGROUP INC.



By: _ /s/ Jeffrey R. Walsh______________
Name: Jeffrey R. Walsh
Title: Chief Accounting Officer









Exhibit A

FORM OF
5.800% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES N

Certificate Number_______            Number of Shares of Series N Preferred Stock______
CUSIP NO.:

CITIGROUP INC.

5.800% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series N
(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated 5.800% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series N, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series N Preferred Stock”). The shares of Series N Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series N Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated October 28, 2014 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.
Reference is hereby made to select provisions of the Series N Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.
Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.
Unless the Registrar has properly countersigned, these shares of Series N Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this __ day of ________, ________.

CITIGROUP INC.

By: _______________________________________
Name:
Title:

By: _______________________________________
Name:







Title:
REGISTRAR’S COUNTERSIGNATURE
These are shares of Series N Preferred Stock referred to in the within-mentioned Certificate of Designations.
Dated:

COMPUTERSHARE TRUST COMPANY, N.A., as Registrar
By: _______________________________________
Name:
Title:
REVERSE OF CERTIFICATE
Dividends on each share of Series N Preferred Stock shall be payable at the rate provided in the Certificate of Designations.
The shares of Series N Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.
The Company shall furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series N Preferred Stock evidenced hereby to:
___________________________________________________
___________________________________________________
(Insert assignee’s social security or taxpayer identification number, if any)
___________________________________________________
___________________________________________________
(Insert address and zip code of assignee)
and irrevocably appoints:
___________________________________________________
___________________________________________________
as agent to transfer the shares of Series N Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.
Date:
Signature:







___________________________________________________
(Sign exactly as your name appears on the other side of this Certificate)
Signature Guarantee: ___________________________________________________
(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)









CERTIFICATE OF DESIGNATIONS

OF

5.875% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES O

OF

CITIGROUP INC.

______________________________

pursuant to Sections 103(f) and 151 of the
General Corporation Law of the State of Delaware
______________________________

Citigroup Inc. , a Delaware corporation (the “Company”), hereby certifies that:

    
        
1.      The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorporation”) fixes the total number of shares of all classes of capital stock that the Company shall have the authority to issue at six billion (6,000,000,000) shares of common stock, par value $0.01 per share, and thirty million (30,000,000) shares of preferred stock, par value $1.00 per share.

2.      The Certificate of Incorporation expressly grants to the Board of Directors of the Company (the “Board of Directors”) authority to provide for the issuance of the shares of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

3.      Pursuant to the authority conferred upon a preferred stock committee (the “ Preferred Stock Committee ”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on March 13, 2015, adopted resolutions (i) authorizing the issuance and sale of up to 60,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 5.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series O (the “ Series O Preferred Stock ”) establishing the number of shares to be included in this Series O Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series O Preferred Stock and the qualifications, limitations or restrictions thereof as follows:
    
Section 1. Designation .

The designation of the series of preferred stock shall be “5.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series O” (the “Series O Preferred Stock”). Each share of







Series O Preferred Stock shall be identical in all respects to every other share of Series O Preferred Stock.


Section 2. Number of Shares .

The number of authorized shares of Series O Preferred Stock shall be 60,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series O Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series O Preferred Stock.


Section 3. Definitions . As used herein with respect to Series O Preferred Stock:

Appropriate Federal Banking Agency ” means the “appropriate federal banking agency” with respect to the Company as that term is defined in Section 3(q) of the Federal Deposit Insurance Act of 1950, as amended, or any successor provision.
Board of Directors ” has the meaning set forth in the recitals above.
Business Day ” means any weekday that is not a legal holiday in New York City and is not a day on which banking institutions in New York City are authorized or required by law or regulation to be closed.
Calculation Agent ” means the Transfer Agent acting in its capacity as calculation agent for the Series O Preferred Stock, and its successors and assigns.
Common Stock ” means the common stock of the Company, par value $0.01 per share, or any other shares of the capital stock of the Company into which such shares of common stock shall be reclassified or changed.
Depositary ” means DTC or its nominee or any successor depositary appointed by the Company.
Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Record Date ” shall have the meaning set forth in Section 4(a) hereof.
DTC ” means The Depository Trust Company.
Holder ” means the Person in whose name the shares of the Series O Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series O Preferred Stock for the purpose of making payment and for all other purposes.








Junior Stock ” means the Common Stock and any other class or series of stock of the
Company now existing or hereafter authorized over which Series O Preferred Stock has
preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.
LIBOR Determination Date ” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.
London Banking Day ” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.
Nonpayment ” shall have the meaning set forth in Section 7(b)(i) hereof.
Officer ” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.
Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.
Preferred Stock Director ” shall have the meaning set forth in Section 7(b)(i) hereof.
Preferred Stock Director Termination Date ” shall have the meaning set forth in Section 7(b)(iv) hereof.
Registrar ” means the Transfer Agent acting in its capacity as registrar for the Series O Preferred Stock, and its successors and assigns.
Regulatory Capital Event ” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series O Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series O Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series O Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series O Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series O Preferred Stock is outstanding.
Reuters LIBOR01 ” means the display designated on the Reuters 3000 Xtra Service on page LIBOR01 Page (or such other page as may replace “Reuters LIBOR01” page on the service or such other service as may be nominated by the British Bankers’ Association or other administrator of LIBOR for the purpose of displaying London interbank offered rates for United States dollar deposits or loans).







Series O Preferred Stock ” shall have the meaning set forth in Section 1 hereof.
Series O Preferred Stock Certificate ” shall have the meaning set forth in Section 14(a) hereof.

Three-month LIBOR ” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters LIBOR01 page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on the Reuters LIBOR01 page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on March 27, 2020, 0.27065%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.
Transfer Agent ” means Computershare Trust Company, N.A., a federally chartered national association, acting as Transfer Agent, Calculation Agent, Registrar and paying agent for the Series O Preferred Stock, and its successors and assigns.
Trust ” shall have the meaning set forth in Section 6(d).


Section 4. Dividends .

(a) Rate . Holders shall be entitled to receive, when, as and if declared by the Board of Directors or any duly authorized committee thereof, but only out of funds legally available therefor, noncumulative cash dividends on each share of Series O Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) semiannually in arrears on each March 27 and September 27 (each, a “ Dividend Payment Date ”), beginning September 27, 2015,







from and including the date of issuance to, but excluding, March 27, 2020; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, without any interest or other payment in respect of such postponement, and (ii) quarterly in arrears on each March 27, June 27, September 27 and December 27, beginning June 27, 2020, from and including March 27, 2020; provided, however , if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, except if that day falls in the next calendar month, in which case, the payment of any dividend otherwise payable will be made on the immediately preceding Business Day, with dividends accruing to the actual payment date (each such day on which dividends are payable for any Dividend Period (as defined below) after the Dividend Period to but excluding March 27, 2020, a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series O Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series O Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 5.875%, for each Dividend Period from and including the date of issuance to, but excluding, March 27, 2020 and (ii) Three-month LIBOR plus 4.059%, for each Dividend Period from and including March 27, 2020. The record date for payment of dividends on the Series O Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to March 27, 2020 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after March 27, 2020 will be computed on the basis of a 360-day year and the actual number of days elapsed.
(b) Noncumulative Dividends . If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series O Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series O Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c) Priority of Dividends . So long as any share of Series O Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series O Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:







(i) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;

(ii) purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;

(iii) as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;

(iv) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;

(v) the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or

(vi) the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The restrictions set forth in the preceding provisions of this Section 4(c) shall not apply to any Junior Stock dividends paid by the Company where the dividend is in the form of the same stock (or the right to buy the same stock) as that on which the dividend is being paid.
Except as provided below, for so long as any share of Series O Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series O Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series O Preferred Stock in the payment of dividends, all dividends declared upon shares of Series O Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series O Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.
Subject to the foregoing, and not otherwise, such dividends payable in cash, stock or otherwise, as may be determined by the Board of Directors or any duly authorized committee thereof, may be declared and paid on any other class or series of stock of the Company from time to time out of any funds legally available for such payment, and Holders will not be entitled to participate in those dividends.
Section 5. Liquidation Rights .








(a) Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of stock ranking senior to or on parity with Series O Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share (the “ Series O Liquidation Preference ”), plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.
(b) Partial Payment . If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series O Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.


Section 6. Redemption .

(a) Optional Redemption . The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series O Preferred Stock at the time outstanding, on any Dividend Payment Date on or after March 27, 2020, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.

(b) Notice of Redemption . Notice of every redemption of shares of Series O Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company.







Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series O Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series O Preferred Stock. Each notice shall state:

(i) the redemption date;

(ii) the total number of shares of Series O Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii) the redemption price;

(iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and

(v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series O Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c) Partial Redemption . In case of any redemption of only part of the shares of Series O Preferred Stock at the time outstanding, the shares of Series O Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series O Preferred Stock held by such Holders, (ii) by lot or (iii) in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable; provided, however, that if for so long as the Series O Preferred Stock or depositary shares in respect thereof are listed on the New York Stock Exchange, the foregoing clause (iii) shall apply only if such method of selection is not then prohibited by any then applicable rule of the New York Stock Exchange or the New York Stock Exchange consents to or grants a waiver or exemption from such rule. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series O Preferred Stock shall be redeemed from time to time.

(d) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors or







any duly authorized committee thereof (the “ Trust ”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.


Section 7. Voting Rights .

(a) General . The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.

(b) Special Voting Right .

(i) Voting Right . If and whenever dividends on the Series O Preferred Stock or any other class or series of preferred stock that ranks on parity with Series O Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “ Nonpayment ”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “ Preferred Stock Director .”








(ii) Election . The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series O Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders of the Company, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series O Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors.  The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii) Notice of Special Meeting . Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders.  If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company.  The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director's election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series O Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series O Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series O Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series O Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

(iv) Termination; Removal . Whenever the Company has paid noncumulative dividends in full for at least two consecutive semi-annual or four consecutive quarterly Dividend Periods following a Nonpayment on the Series O Preferred Stock and on any







dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “ Preferred Stock Director Termination Date ”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).
(c) Senior Issuances; Adverse Changes . So long as any shares of Series O Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series O Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i) any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series O Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences, economic rights or special rights of the Series O Preferred Stock so as to affect them adversely;

(ii) any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company's capital stock ranking prior to the Series O Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii) the consummation of a binding share exchange or reclassification involving the Series O Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series O Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series O Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or







exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series O Preferred Stock prior to such merger or consolidation), and (ii) such Series O Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series O Preferred Stock, taken as a whole;
provided, however , that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series O Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series O Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series O Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series O Preferred Stock but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series O Preferred Stock as a single class (in lieu of all other series of preferred stock) for purposes of the vote or consent required by this Section 7(c).
(d) No Vote if Redemption . No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series O Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.


Section 8. Preemption and Conversion Rights .

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.









Section 9. Rank .

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior Stock or shares of any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series O Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.


Section 10. Reacquired Shares .

The Board of Directors shall take such actions as are necessary to cause the shares of Series O Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.


Section 11. No Sinking Fund .

Shares of Series O Preferred Stock are not subject to the operation of a sinking fund.


Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent .

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series O Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however , that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.


Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates .

If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.


Section 14. Form .








(a) Series O Preferred Stock Certificates . Series O Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “ Series O Preferred Stock Certificate ”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series O Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).

(b)  Signature . Two Officers shall sign any Series O Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series O Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series O Preferred Stock Certificate, such Series O Preferred Stock Certificate shall be valid nevertheless. A Series O Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series O Preferred Stock Certificate. Each Series O Preferred Stock Certificate shall be dated the date of its countersignature.

Section 15. Taxes .

(a) Transfer Taxes . The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series O Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series O Preferred Stock, in a name other than that in which the shares of Series O Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b) Withholding . All payments and distributions (or deemed distributions) on the shares of Series O Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 16. Notices .

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 250 Royall Street, Canton, Massachusetts 02021, or other agent of the Company







designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.


Section 17. Other Rights Disclaimed.

The shares of Series O Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.







IN WITNESS WHEREOF, this Certificate of Designations has been executed on behalf of the Company by its Chief Accounting Officer this 19 th day of March, 2015.

CITIGROUP INC.



By: /s/ Jeffrey R. Walsh _ ___________________
Name: Jeffrey R. Walsh
Title: Chief Accounting Officer









Exhibit A

FORM OF
5.875% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES O

Certificate Number_______            Number of Shares of Series O Preferred Stock______
CUSIP NO.:

CITIGROUP INC.

5.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series O
(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated 5.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series O, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series O Preferred Stock”). The shares of Series O Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series O Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated March 19, 2015 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.
Reference is hereby made to select provisions of the Series O Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.
Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.
Unless the Registrar has properly countersigned, these shares of Series O Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this __ day of ________, ________.

CITIGROUP INC.
By: _______________________________________
Name:
Title:

By: _______________________________________
Name:
Title:







REGISTRAR’S COUNTERSIGNATURE
These are shares of Series O Preferred Stock referred to in the within-mentioned Certificate of Designations.
Dated:

COMPUTERSHARE TRUST COMPANY, N.A., as Registrar
By: _______________________________________
Name:
Title:







REVERSE OF CERTIFICATE
Dividends on each share of Series O Preferred Stock shall be payable at the rate provided in the Certificate of Designations.
The shares of Series O Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.
The Company shall furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series O Preferred Stock evidenced hereby to:
___________________________________________________
___________________________________________________
(Insert assignee’s social security or taxpayer identification number, if any)
___________________________________________________
___________________________________________________
(Insert address and zip code of assignee)
and irrevocably appoints:
___________________________________________________
___________________________________________________
as agent to transfer the shares of Series O Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.
Date:
Signature:
___________________________________________________
(Sign exactly as your name appears on the other side of this Certificate)
Signature Guarantee: ___________________________________________________
(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)










CERTIFICATE OF DESIGNATIONS

OF

5.950% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES P

OF

CITIGROUP INC.

______________________________

pursuant to Sections 103(f) and 151 of the
General Corporation Law of the State of Delaware
______________________________

Citigroup Inc. , a Delaware corporation (the “Company”), hereby certifies that:

    
        
1.      The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorporation”) fixes the total number of shares of all classes of capital stock that the Company shall have the authority to issue at six billion (6,000,000,000) shares of common stock, par value $0.01 per share, and thirty million (30,000,000) shares of preferred stock, par value $1.00 per share.

2.      The Certificate of Incorporation expressly grants to the Board of Directors of the Company (the “Board of Directors”) authority to provide for the issuance of the shares of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

3.      Pursuant to the authority conferred upon a preferred stock committee (the “ Preferred Stock Committee ”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on April 20, 2015, adopted resolutions (i) authorizing the issuance and sale of up to 80,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series P (the “ Series P Preferred Stock ”) establishing the number of shares to be included in this Series P Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series P Preferred Stock and the qualifications, limitations or restrictions thereof as follows:
    
Section 1. Designation .








The designation of the series of preferred stock shall be “5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series P” (the “Series P Preferred Stock”). Each share of Series P Preferred Stock shall be identical in all respects to every other share of Series P Preferred Stock.


Section 2. Number of Shares .

The number of authorized shares of Series P Preferred Stock shall be 80,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series P Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series P Preferred Stock.


Section 3. Definitions . As used herein with respect to Series P Preferred Stock:

Appropriate Federal Banking Agency ” means the “appropriate federal banking agency” with respect to the Company as that term is defined in Section 3(q) of the Federal Deposit Insurance Act of 1950, as amended, or any successor provision.
Board of Directors ” has the meaning set forth in the recitals above.
Business Day ” means any weekday that is not a legal holiday in New York City and is not a day on which banking institutions in New York City are authorized or required by law or regulation to be closed.
Calculation Agent ” means the Transfer Agent acting in its capacity as calculation agent for the Series P Preferred Stock, and its successors and assigns.
Common Stock ” means the common stock of the Company, par value $0.01 per share, or any other shares of the capital stock of the Company into which such shares of common stock shall be reclassified or changed.
Depositary ” means DTC or its nominee or any successor depositary appointed by the Company.
Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Record Date ” shall have the meaning set forth in Section 4(a) hereof.
DTC ” means The Depository Trust Company.
Holder ” means the Person in whose name the shares of the Series P Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar







and paying agent as the absolute owner of the shares of Series P Preferred Stock for the purpose of making payment and for all other purposes.

Junior Stock ” means the Common Stock and any other class or series of stock of the
Company now existing or hereafter authorized over which Series P Preferred Stock has
preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.
LIBOR Determination Date ” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.
London Banking Day ” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.
Nonpayment ” shall have the meaning set forth in Section 7(b)(i) hereof.
Officer ” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.
Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.
Preferred Stock Director ” shall have the meaning set forth in Section 7(b)(i) hereof.
Preferred Stock Director Termination Date ” shall have the meaning set forth in Section 7(b)(iv) hereof.
Registrar ” means the Transfer Agent acting in its capacity as registrar for the Series P Preferred Stock, and its successors and assigns.
Regulatory Capital Event ” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series P Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series P Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series P Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series P Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series P Preferred Stock is outstanding.
Reuters LIBOR01 ” means the display designated on the Reuters 3000 Xtra Service on page LIBOR01 Page (or such other page as may replace “Reuters LIBOR01” page on the service or such other service as may be nominated by the British Bankers’ Association or other







administrator of LIBOR for the purpose of displaying London interbank offered rates for United States dollar deposits or loans).
Series P Preferred Stock ” shall have the meaning set forth in Section 1 hereof.
Series P Preferred Stock Certificate ” shall have the meaning set forth in Section 14(a) hereof.

Three-month LIBOR ” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters LIBOR01 page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on the Reuters LIBOR01 page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on May 15, 2025, 0.2760%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.
Transfer Agent ” means Computershare Trust Company, N.A., a federally chartered national association, acting as Transfer Agent, Calculation Agent, Registrar and paying agent for the Series P Preferred Stock, and its successors and assigns.
Trust ” shall have the meaning set forth in Section 6(d).


Section 4. Dividends .

(a) Rate . Holders shall be entitled to receive, when, as and if declared by the Board of Directors or any duly authorized committee thereof, but only out of funds legally available therefor, noncumulative cash dividends on each share of Series P Preferred Stock in the amounts







specified below in this Section 4, and no more, payable (i) semiannually in arrears on each May 15 and November 15 (each, a “ Dividend Payment Date ”), beginning November 15, 2015, from and including the date of issuance to, but excluding, May 15, 2025; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, without any interest or other payment in respect of such postponement, and (ii) quarterly in arrears on each February 15, May 15, August 15 and November 15, beginning August 15, 2025, from and including May 15, 2025; provided, however , if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, except if that day falls in the next calendar month, in which case, the payment of any dividend otherwise payable will be made on the immediately preceding Business Day, with dividends accruing to the actual payment date (each such day on which dividends are payable for any Dividend Period (as defined below) after the Dividend Period to but excluding May 15, 2025, a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series P Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series P Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 5.950%, for each Dividend Period from and including the date of issuance to, but excluding, May 15, 2025 and (ii) Three-month LIBOR plus 3.905%, for each Dividend Period from and including May 15, 2025. The record date for payment of dividends on the Series P Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to May 15, 2025 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after May 15, 2025 will be computed on the basis of a 360-day year and the actual number of days elapsed.
(b) Noncumulative Dividends . If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series P Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series P Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c) Priority of Dividends . So long as any share of Series P Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series P Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any







distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:
(i) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;

(ii) purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;

(iii) as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;

(iv) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;

(v) the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or

(vi) the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The restrictions set forth in the preceding provisions of this Section 4(c) shall not apply to any Junior Stock dividends paid by the Company where the dividend is in the form of the same stock (or the right to buy the same stock) as that on which the dividend is being paid.
Except as provided below, for so long as any share of Series P Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series P Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series P Preferred Stock in the payment of dividends, all dividends declared upon shares of Series P Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series P Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.
Subject to the foregoing, and not otherwise, such dividends payable in cash, stock or otherwise, as may be determined by the Board of Directors or any duly authorized committee thereof, may be declared and paid on any other class or series of stock of the Company from time to time out of any funds legally available for such payment, and Holders will not be entitled to participate in those dividends.
Section 5. Liquidation Rights .








(a) Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of stock ranking senior to or on parity with Series P Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share (the “ Series P Liquidation Preference ”), plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.
(b) Partial Payment . If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series P Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.


Section 6. Redemption .

(a) Optional Redemption . The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series P Preferred Stock at the time outstanding, on any Dividend Payment Date on or after May 15, 2025, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.

(b) Notice of Redemption . Notice of every redemption of shares of Series P Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares







to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series P Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series P Preferred Stock. Each notice shall state:

(i) the redemption date;

(ii) the total number of shares of Series P Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii) the redemption price;

(iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and

(v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series P Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c) Partial Redemption . In case of any redemption of only part of the shares of Series P Preferred Stock at the time outstanding, the shares of Series P Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series P Preferred Stock held by such Holders, (ii) by lot or (iii) in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable; provided, however, that if for so long as the Series P Preferred Stock or depositary shares in respect thereof are listed on the New York Stock Exchange, the foregoing clause (iii) shall apply only if such method of selection is not then prohibited by any then applicable rule of the New York Stock Exchange or the New York Stock Exchange consents to or grants a waiver or exemption from such rule. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series P Preferred Stock shall be redeemed from time to time.

(d) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor,







or deposited by the Company with a bank or trust company selected by the Board of Directors or any duly authorized committee thereof (the “ Trust ”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.


Section 7. Voting Rights .

(a) General . The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.

(b) Special Voting Right .

(i) Voting Right . If and whenever dividends on the Series P Preferred Stock or any other class or series of preferred stock that ranks on parity with Series P Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “ Nonpayment ”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “ Preferred Stock Director .”








(ii) Election . The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series P Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders of the Company, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series P Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors.  The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii) Notice of Special Meeting . Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders.  If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company.  The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director's election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series P Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series P Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series P Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series P Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

(iv) Termination; Removal . Whenever the Company has paid noncumulative dividends in full for at least two consecutive semi-annual or four consecutive quarterly







Dividend Periods following a Nonpayment on the Series P Preferred Stock and on any dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “ Preferred Stock Director Termination Date ”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).
(c) Senior Issuances; Adverse Changes . So long as any shares of Series P Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series P Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i) any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series P Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences, economic rights or special rights of the Series P Preferred Stock so as to affect them adversely;

(ii) any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company's capital stock ranking prior to the Series P Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii) the consummation of a binding share exchange or reclassification involving the Series P Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series P Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series P Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to







which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series P Preferred Stock prior to such merger or consolidation), and (ii) such Series P Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series P Preferred Stock, taken as a whole;
provided, however , that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series P Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series P Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series P Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series P Preferred Stock but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series P Preferred Stock as a single class (in lieu of all other series of preferred stock) for purposes of the vote or consent required by this Section 7(c).
(d) No Vote if Redemption . No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series P Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.


Section 8. Preemption and Conversion Rights .

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.









Section 9. Rank .

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior Stock or shares of any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series P Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.


Section 10. Reacquired Shares .

The Board of Directors shall take such actions as are necessary to cause the shares of Series P Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.


Section 11. No Sinking Fund .

Shares of Series P Preferred Stock are not subject to the operation of a sinking fund.


Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent .

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series P Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however , that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.


Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates .

If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.


Section 14. Form .








(a) Series P Preferred Stock Certificates . Series P Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “ Series P Preferred Stock Certificate ”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series P Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).

(b)  Signature . Two Officers shall sign any Series P Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series P Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series P Preferred Stock Certificate, such Series P Preferred Stock Certificate shall be valid nevertheless. A Series P Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series P Preferred Stock Certificate. Each Series P Preferred Stock Certificate shall be dated the date of its countersignature.

Section 15. Taxes .

(a) Transfer Taxes . The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series P Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series P Preferred Stock, in a name other than that in which the shares of Series P Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b) Withholding . All payments and distributions (or deemed distributions) on the shares of Series P Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 16. Notices .

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 250 Royall Street, Canton, Massachusetts 02021, or other agent of the Company







designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.


Section 17. Other Rights Disclaimed.

The shares of Series P Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.







IN WITNESS WHEREOF, this Certificate of Designations has been executed on behalf of the Company by its Chief Accounting Officer this 23 rd day of April, 2015.

CITIGROUP INC.



By: _/s/ Jeffrey R. Walsh_______________________
Name: Jeffrey R. Walsh
Title: Chief Accounting Officer









Exhibit A

FORM OF
5.950% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES P

Certificate Number_______            Number of Shares of Series P Preferred Stock______
CUSIP NO.:

CITIGROUP INC.

5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series P
(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated 5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series P, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series P Preferred Stock”). The shares of Series P Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series P Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated April 23, 2015 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.
Reference is hereby made to select provisions of the Series P Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.
Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.
Unless the Registrar has properly countersigned, these shares of Series P Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this __ day of ________, ________.

CITIGROUP INC.

By: _______________________________________
Name:
Title:

By: _______________________________________
Name:
Title:







REGISTRAR’S COUNTERSIGNATURE
These are shares of Series P Preferred Stock referred to in the within-mentioned Certificate of Designations.
Dated:

COMPUTERSHARE TRUST COMPANY, N.A., as Registrar
By: _______________________________________
Name:
Title:







REVERSE OF CERTIFICATE
Dividends on each share of Series P Preferred Stock shall be payable at the rate provided in the Certificate of Designations.
The shares of Series P Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.
The Company shall furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series P Preferred Stock evidenced hereby to:
___________________________________________________
___________________________________________________
(Insert assignee’s social security or taxpayer identification number, if any)
___________________________________________________
___________________________________________________
(Insert address and zip code of assignee)
and irrevocably appoints:
___________________________________________________
___________________________________________________
as agent to transfer the shares of Series P Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.
Date:
Signature:
___________________________________________________
(Sign exactly as your name appears on the other side of this Certificate)
Signature Guarantee: ___________________________________________________
(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)













CERTIFICATE OF DESIGNATIONS

OF

5.950 % FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES Q

OF

CITIGROUP INC.

______________________________

pursuant to Sections 151 of the
General Corporation Law of the State of Delaware
______________________________

Citigroup Inc. , a Delaware corporation (the “Company”), hereby certifies that:

    
        
1.      The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorporation”) fixes the total number of shares of all classes of capital stock that the Company shall have the authority to issue at six billion (6,000,000,000) shares of common stock, par value $0.01 per share, and thirty million (30,000,000) shares of preferred stock, par value $1.00 per share.

2.      The Certificate of Incorporation expressly grants to the Board of Directors of the Company (the “Board of Directors”) authority to provide for the issuance of the shares of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

3.      Pursuant to the authority conferred upon a preferred stock committee (the “ Preferred Stock Committee ”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on August 5, 2015, adopted resolutions (i) authorizing the issuance and sale of up to 50,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series Q (the “ Series Q Preferred Stock ”) establishing the number of shares to be included in this Series Q Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series Q Preferred Stock and the qualifications, limitations or restrictions thereof as follows:
    
Section 1. Designation .








The designation of the Series of preferred stock shall be “5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series Q” (the “ Series Q Preferred Stock ”). Each share of Series Q Preferred Stock shall be identical in all respects to every other share of Series Q Preferred Stock.


Section 2. Number of Shares .

The number of authorized shares of Series Q Preferred Stock shall be 50,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series Q Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series Q Preferred Stock.


Section 3. Definitions . As used herein with respect to Series Q Preferred Stock:

Appropriate Federal Banking Agency ” means the “appropriate federal banking agency” with respect to the Company as that term is defined in Section 3(q) of the Federal Deposit Insurance Act of 1950, as amended, or any successor provision.
Board of Directors ” has the meaning set forth in the recitals above.
Business Day ” means any weekday that is not a legal holiday in New York City and is not a day on which banking institutions in New York City are authorized or required by law or regulation to be closed.
Calculation Agent ” means the Transfer Agent acting in its capacity as calculation agent for the Series Q Preferred Stock, and its successors and assigns.
Common Stock ” means the common stock of the Company, par value $0.01 per share, or any other shares of the capital stock of the Company into which such shares of common stock shall be reclassified or changed.
Depositary ” means DTC or its nominee or any successor depositary appointed by the Company.
Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Record Date ” shall have the meaning set forth in Section 4(a) hereof.
DTC ” means The Depository Trust Company.
Holder ” means the Person in whose name the shares of the Series Q Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar







and paying agent as the absolute owner of the shares of Series Q Preferred Stock for the purpose of making payment and for all other purposes.

Junior Stock ” means the Common Stock and any other class or Series of stock of the
Company now existing or hereafter authorized over which Series Q Preferred Stock has
preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.
LIBOR Determination Date ” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.
London Banking Day ” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.
Nonpayment ” shall have the meaning set forth in Section 7(b)(i) hereof.
Officer ” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.
Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.
Preferred Stock Director ” shall have the meaning set forth in Section 7(b)(i) hereof.
Preferred Stock Director Termination Date ” shall have the meaning set forth in Section 7(b)(iv) hereof.
Registrar ” means the Transfer Agent acting in its capacity as registrar for the Series Q Preferred Stock, and its successors and assigns.
Regulatory Capital Event ” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series Q Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series Q Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series Q Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series Q Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series Q Preferred Stock is outstanding.
Reuters LIBOR01 ” means the display designated on the Reuters 3000 Xtra Service on page LIBOR01 Page (or such other page as may replace “Reuters LIBOR01” page on the service or such other service as may be nominated by the British Bankers’ Association or other







administrator of LIBOR for the purpose of displaying London interbank offered rates for United States dollar deposits or loans).
Series Q Preferred Stock ” shall have the meaning set forth in Section 1 hereof.
Series Q Preferred Stock Certificate ” shall have the meaning set forth in Section 14(a) hereof.

Three-month LIBOR ” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters LIBOR01 page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on the Reuters LIBOR01 page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on August 15, 2020, 0.30110%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.
Transfer Agent ” means Computershare Trust Company, N.A., a federally chartered national association, acting as Transfer Agent, Calculation Agent, Registrar and paying agent for the Series Q Preferred Stock, and its successors and assigns.
Trust ” shall have the meaning set forth in Section 6(d).


Section 4. Dividends .

(a) Rate . Holders shall be entitled to receive, when, as and if declared by the Board of Directors or any duly authorized committee thereof, but only out of funds legally available therefor, noncumulative cash dividends on each share of Series Q Preferred Stock in the amounts







specified below in this Section 4, and no more, payable (i) semiannually in arrears on each February 15 and August 15 (each, a “ Dividend Payment Date ”), beginning February 15, 2016, from and including the date of issuance to, but excluding, August 15, 2020; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, without any interest or other payment in respect of such postponement, and (ii) quarterly in arrears on each February 15, May 15, August 15 and November 15, beginning November 15, 2020, from and including August 15, 2020; provided, however , if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, except if that day falls in the next calendar month, in which case, the payment of any dividend otherwise payable will be made on the immediately preceding Business Day, with dividends accruing to the actual payment date (each such day on which dividends are payable for any Dividend Period (as defined below) after the Dividend Period to but excluding August 15, 2020, a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series Q Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series Q Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 5.950%, for each Dividend Period from and including the date of issuance to, but excluding, August 15, 2020 and (ii) Three-month LIBOR plus 4.095%, for each Dividend Period from and including August 15, 2020. The record date for payment of dividends on the Series Q Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to August 15, 2020 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after August 15, 2020 will be computed on the basis of a 360-day year and the actual number of days elapsed.
(b) Noncumulative Dividends . If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series Q Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series Q Preferred Stock or any other Series of preferred stock or common stock are declared for any subsequent period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c) Priority of Dividends . So long as any share of Series Q Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series Q Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any







distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:
(i) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;

(ii) purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;

(iii) as a result of an exchange or conversion of any class or Series of Junior Stock for any other class or Series of Junior Stock;

(iv) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;

(v) the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or

(vi) the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The restrictions set forth in the preceding provisions of this Section 4(c) shall not apply to any Junior Stock dividends paid by the Company where the dividend is in the form of the same stock (or the right to buy the same stock) as that on which the dividend is being paid.
Except as provided below, for so long as any share of Series Q Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series Q Preferred Stock and any class or Series of stock of the Company now existing or hereafter authorized that ranks equally with the Series Q Preferred Stock in the payment of dividends, all dividends declared upon shares of Series Q Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series Q Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.
Subject to the foregoing, and not otherwise, such dividends payable in cash, stock or otherwise, as may be determined by the Board of Directors or any duly authorized committee thereof, may be declared and paid on any other class or Series of stock of the Company from time to time out of any funds legally available for such payment, and Holders will not be entitled to participate in those dividends.
Section 5. Liquidation Rights .








(a) Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or Series of stock ranking senior to or on parity with Series Q Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share (the “ Series Q Liquidation Preference ”), plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.
(b) Partial Payment . If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or Series of stock of the Company ranking equally with the Series Q Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.


Section 6. Redemption .

(a) Optional Redemption . The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series Q Preferred Stock at the time outstanding, on any Dividend Payment Date on or after August 15, 2020, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.

(b) Notice of Redemption . Notice of every redemption of shares of Series Q Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares







to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series Q Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series Q Preferred Stock. Each notice shall state:

(i) the redemption date;

(ii) the total number of shares of Series Q Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii) the redemption price;

(iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and

(v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series Q Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c) Partial Redemption . In case of any redemption of only part of the shares of Series Q Preferred Stock at the time outstanding, the shares of Series Q Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series Q Preferred Stock held by such Holders, (ii) by lot or (iii) in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series Q Preferred Stock shall be redeemed from time to time.

(d) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors or any duly authorized committee thereof (the “ Trust ”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends







with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.


Section 7. Voting Rights .

(a) General . The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.

(b) Special Voting Right .

(i) Voting Right . If and whenever dividends on the Series Q Preferred Stock or any other class or Series of preferred stock that ranks on parity with Series Q Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “ Nonpayment ”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “ Preferred Stock Director .”

(ii) Election . The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the







written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series Q Preferred Stock or the holders of at least 20% of the voting power of any Series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders of the Company, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series Q Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors.  The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii) Notice of Special Meeting . Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders.  If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company.  The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director's election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series Q Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series Q Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series Q Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series Q Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

(iv) Termination; Removal . Whenever the Company has paid noncumulative dividends in full for at least two consecutive semi-annual or four consecutive quarterly Dividend Periods following a Nonpayment on the Series Q Preferred Stock and on any dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any







similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “ Preferred Stock Director Termination Date ”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).
(c) Senior Issuances; Adverse Changes . So long as any shares of Series Q Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series Q Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i) any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series Q Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences, economic rights or special rights of the Series Q Preferred Stock so as to affect them adversely;

(ii) any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or Series of the Company's capital stock ranking prior to the Series Q Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii) the consummation of a binding share exchange or reclassification involving the Series Q Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series Q Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series Q Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having







received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series Q Preferred Stock prior to such merger or consolidation), and (ii) such Series Q Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series Q Preferred Stock, taken as a whole;
provided, however , that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series Q Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other Series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series Q Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series Q Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series Q Preferred Stock but not all Series of preferred stock of the Company, then only such Series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series Q Preferred Stock as a single class (in lieu of all other Series of preferred stock) for purposes of the vote or consent required by this Section 7(c).
(d) No Vote if Redemption . No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series Q Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.


Section 8. Preemption and Conversion Rights .

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.


Section 9. Rank .

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior Stock or shares of any class or Series of stock of the Company now existing or hereafter







authorized that ranks equally with the Series Q Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.


Section 10. Reacquired Shares .

The Board of Directors shall take such actions as are necessary to cause the shares of Series Q Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.


Section 11. No Sinking Fund .

Shares of Series Q Preferred Stock are not subject to the operation of a sinking fund.


Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent .

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series Q Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however , that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.


Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates .

If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.


Section 14. Form .

(a) Series Q Preferred Stock Certificates . Series Q Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “ Series Q Preferred Stock Certificate ”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series Q Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the







Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).

(b)  Signature . Two Officers shall sign any Series Q Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series Q Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series Q Preferred Stock Certificate, such Series Q Preferred Stock Certificate shall be valid nevertheless. A Series Q Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series Q Preferred Stock Certificate. Each Series Q Preferred Stock Certificate shall be dated the date of its countersignature.

Section 15. Taxes .

(a) Transfer Taxes . The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series Q Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series Q Preferred Stock, in a name other than that in which the shares of Series Q Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b) Withholding . All payments and distributions (or deemed distributions) on the shares of Series Q Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 16. Notices .

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 250 Royall Street, Canton, Massachusetts 02021, or other agent of the Company designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.









Section 17. Other Rights Disclaimed.

The shares of Series Q Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.







IN WITNESS WHEREOF, this Certificate of Designations has been executed on behalf of the Company by its Chief Accounting Officer this 11th day of August, 2015.

CITIGROUP INC.



By: /s/ Jeffrey R. Walsh
Name: Jeffrey R. Walsh
Title: Chief Accounting Officer









Exhibit A

FORM OF
5.950 % FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES Q

Certificate Number_______            Number of Shares of Series Q Preferred Stock______
CUSIP NO.:

CITIGROUP INC.

5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series Q
(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated 5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series Q, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series Q Preferred Stock”). The shares of Series Q Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series Q Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated August 11, 2015 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.
Reference is hereby made to select provisions of the Series Q Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.
Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.
Unless the Registrar has properly countersigned, these shares of Series Q Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this __ day of ________, ________.

CITIGROUP INC.

By: _______________________________________
Name:
Title:

By: _______________________________________
Name:
Title:







REGISTRAR’S COUNTERSIGNATURE
These are shares of Series Q Preferred Stock referred to in the within-mentioned Certificate of Designations.
Dated:

COMPUTERSHARE TRUST COMPANY, N.A., as Registrar
By: _______________________________________
Name:
Title:







REVERSE OF CERTIFICATE
Dividends on each share of Series Q Preferred Stock shall be payable at the rate provided in the Certificate of Designations.
The shares of Series Q Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.
The Company shall furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class or Series of share capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series Q Preferred Stock evidenced hereby to:
___________________________________________________
___________________________________________________
(Insert assignee’s social security or taxpayer identification number, if any)
___________________________________________________
___________________________________________________
(Insert address and zip code of assignee)
and irrevocably appoints:
___________________________________________________
___________________________________________________
as agent to transfer the shares of Series Q Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.
Date:
Signature:
___________________________________________________
(Sign exactly as your name appears on the other side of this Certificate)
Signature Guarantee: ___________________________________________________
(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)










CERTIFICATE OF DESIGNATIONS

OF

6.125 % FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES R

OF

CITIGROUP INC.

______________________________

pursuant to Sections 103(f) and 151 of the
General Corporation Law of the State of Delaware
______________________________

Citigroup Inc. , a Delaware corporation (the “Company”), hereby certifies that:

    
        
1.      The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorporation”) fixes the total number of shares of all classes of capital stock that the Company shall have the authority to issue at six billion (6,000,000,000) shares of common stock, par value $0.01 per share, and thirty million (30,000,000) shares of preferred stock, par value $1.00 per share.

2.      The Certificate of Incorporation expressly grants to the Board of Directors of the Company (the “Board of Directors”) authority to provide for the issuance of the shares of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

3.      Pursuant to the authority conferred upon a preferred stock committee (the “ Preferred Stock Committee ”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on November 5, 2015, adopted resolutions (i) authorizing the issuance and sale of up to 60,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 6.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series R (the “ Series R Preferred Stock ”) establishing the number of shares to be included in this Series R Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series R Preferred Stock and the qualifications, limitations or restrictions thereof as follows:
    
Section 1. Designation .








The designation of the Series of preferred stock shall be “6.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series R” (the “Series R Preferred Stock”). Each share of Series R Preferred Stock shall be identical in all respects to every other share of Series R Preferred Stock.


Section 2. Number of Shares .

The number of authorized shares of Series R Preferred Stock shall be 60,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series R Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series R Preferred Stock.


Section 3. Definitions . As used herein with respect to Series R Preferred Stock:

Appropriate Federal Banking Agency ” means the “appropriate federal banking agency” with respect to the Company as that term is defined in Section 3(q) of the Federal Deposit Insurance Act of 1950, as amended, or any successor provision.
Board of Directors ” has the meaning set forth in the recitals above.
Business Day ” means any weekday that is not a legal holiday in New York City and is not a day on which banking institutions in New York City are authorized or required by law or regulation to be closed.
Calculation Agent ” means the Transfer Agent acting in its capacity as calculation agent for the Series R Preferred Stock, and its successors and assigns.
Common Stock ” means the common stock of the Company, par value $0.01 per share, or any other shares of the capital stock of the Company into which such shares of common stock shall be reclassified or changed.
Depositary ” means DTC or its nominee or any successor depositary appointed by the Company.
Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Record Date ” shall have the meaning set forth in Section 4(a) hereof.
DTC ” means The Depository Trust Company.
Holder ” means the Person in whose name the shares of the Series R Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar







and paying agent as the absolute owner of the shares of Series R Preferred Stock for the purpose of making payment and for all other purposes.

Junior Stock ” means the Common Stock and any other class or Series of stock of the
Company now existing or hereafter authorized over which Series R Preferred Stock has
preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.
LIBOR Determination Date ” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.
London Banking Day ” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.
Nonpayment ” shall have the meaning set forth in Section 7(b)(i) hereof.
Officer ” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.
Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.
Preferred Stock Director ” shall have the meaning set forth in Section 7(b)(i) hereof.
Preferred Stock Director Termination Date ” shall have the meaning set forth in Section 7(b)(iv) hereof.
Registrar ” means the Transfer Agent acting in its capacity as registrar for the Series R Preferred Stock, and its successors and assigns.
Regulatory Capital Event ” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series R Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series R Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series R Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series R Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series R Preferred Stock is outstanding.
Reuters LIBOR01 ” means the display designated on the Reuters 3000 Xtra Service on page LIBOR01 Page (or such other page as may replace “Reuters LIBOR01” page on the service or such other service as may be nominated by the British Bankers’ Association or other







administrator of LIBOR for the purpose of displaying London interbank offered rates for United States dollar deposits or loans).
Series R Preferred Stock ” shall have the meaning set forth in Section 1 hereof.
Series R Preferred Stock Certificate ” shall have the meaning set forth in Section 14(a) hereof.

Three-month LIBOR ” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters LIBOR01 page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on the Reuters LIBOR01 page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on November 15, 2020, 0.3439%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.
Transfer Agent ” means Computershare Trust Company, N.A., a federally chartered national association, acting as Transfer Agent, Calculation Agent, Registrar and paying agent for the Series R Preferred Stock, and its successors and assigns.
Trust ” shall have the meaning set forth in Section 6(d).


Section 4. Dividends .

(a) Rate . Holders shall be entitled to receive, when, as and if declared by the Board of Directors or any duly authorized committee thereof, but only out of funds legally available therefor, noncumulative cash dividends on each share of Series R Preferred Stock in the amounts







specified below in this Section 4, and no more, payable (i) semiannually in arrears on each `May 15 and November 15 (each, a “ Dividend Payment Date ”), beginning May 15, 2016, from and including the date of issuance to, but excluding, November 15, 2020; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, without any interest or other payment in respect of such postponement, and (ii) quarterly in arrears on each February 15, May 15, August 15 and November 15, beginning February 15, 2021, from and including November 15, 2020; provided, however , if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, except if that day falls in the next calendar month, in which case, the payment of any dividend otherwise payable will be made on the immediately preceding Business Day, with dividends accruing to the actual payment date (each such day on which dividends are payable for any Dividend Period (as defined below) after the Dividend Period to but excluding November 15, 2020, a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series R Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series R Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 6.125%, for each Dividend Period from and including the date of issuance to, but excluding, November 15, 2020 and (ii) Three-month LIBOR plus 4.478%, for each Dividend Period from and including November 15, 2020. The record date for payment of dividends on the Series R Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to November 15, 2020 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after November 15, 2020 will be computed on the basis of a 360-day year and the actual number of days elapsed.
(b) Noncumulative Dividends . If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series R Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series R Preferred Stock or any other Series of preferred stock or common stock are declared for any subsequent period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c) Priority of Dividends . So long as any share of Series R Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series R Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any







distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:
(i) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;

(ii) purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;

(iii) as a result of an exchange or conversion of any class or Series of Junior Stock for any other class or Series of Junior Stock;

(iv) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;

(v) the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or

(vi) the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The restrictions set forth in the preceding provisions of this Section 4(c) shall not apply to any Junior Stock dividends paid by the Company where the dividend is in the form of the same stock (or the right to buy the same stock) as that on which the dividend is being paid.
Except as provided below, for so long as any share of Series R Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series R Preferred Stock and any class or Series of stock of the Company now existing or hereafter authorized that ranks equally with the Series R Preferred Stock in the payment of dividends, all dividends declared upon shares of Series R Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series R Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.
Subject to the foregoing, and not otherwise, such dividends payable in cash, stock or otherwise, as may be determined by the Board of Directors or any duly authorized committee thereof, may be declared and paid on any other class or Series of stock of the Company from time to time out of any funds legally available for such payment, and Holders will not be entitled to participate in those dividends.
Section 5. Liquidation Rights .








(a) Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or Series of stock ranking senior to or on parity with Series R Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share (the “ Series R Liquidation Preference ”), plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.
(b) Partial Payment . If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or Series of stock of the Company ranking equally with the Series R Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.


Section 6. Redemption .

(a) Optional Redemption . The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series R Preferred Stock at the time outstanding, on any Dividend Payment Date on or after November 15, 2020, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.

(b) Notice of Redemption . Notice of every redemption of shares of Series R Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares







to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series R Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series R Preferred Stock. Each notice shall state:

(i) the redemption date;

(ii) the total number of shares of Series R Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii) the redemption price;

(iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and

(v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series R Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c) Partial Redemption . In case of any redemption of only part of the shares of Series R Preferred Stock at the time outstanding, the shares of Series R Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series R Preferred Stock held by such Holders, (ii) by lot or (iii) in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable; provided, however, that if for so long as the Series R Preferred Stock or depositary shares in respect thereof are listed on the New York Stock Exchange, the foregoing clause (iii) shall apply only if such method of selection is not then prohibited by any then applicable rule of the New York Stock Exchange or the New York Stock Exchange consents to or grants a waiver or exemption from such rule. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series R Preferred Stock shall be redeemed from time to time.

(d) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor,







or deposited by the Company with a bank or trust company selected by the Board of Directors or any duly authorized committee thereof (the “ Trust ”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.


Section 7. Voting Rights .

(a) General . The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.

(b) Special Voting Right .

(i) Voting Right . If and whenever dividends on the Series R Preferred Stock or any other class or Series of preferred stock that ranks on parity with Series R Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “ Nonpayment ”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “ Preferred Stock Director .”








(ii) Election . The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series R Preferred Stock or the holders of at least 20% of the voting power of any Series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders of the Company, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series R Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors.  The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii) Notice of Special Meeting . Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders.  If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company.  The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director's election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series R Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series R Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series R Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series R Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

(iv) Termination; Removal . Whenever the Company has paid noncumulative dividends in full for at least two consecutive semi-annual or four consecutive quarterly







Dividend Periods following a Nonpayment on the Series R Preferred Stock and on any dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “ Preferred Stock Director Termination Date ”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).
(c) Senior Issuances; Adverse Changes . So long as any shares of Series R Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series R Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i) any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series R Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences, economic rights or special rights of the Series R Preferred Stock so as to affect them adversely;

(ii) any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or Series of the Company's capital stock ranking prior to the Series R Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii) the consummation of a binding share exchange or reclassification involving the Series R Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series R Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series R Preferred Stock remains outstanding or, in the case of any such merger or consolidation with







respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series R Preferred Stock prior to such merger or consolidation), and (ii) such Series R Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series R Preferred Stock, taken as a whole;
provided, however , that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series R Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other Series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series R Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series R Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series R Preferred Stock but not all Series of preferred stock of the Company, then only such Series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series R Preferred Stock as a single class (in lieu of all other Series of preferred stock) for purposes of the vote or consent required by this Section 7(c).
(d) No Vote if Redemption . No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series R Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.


Section 8. Preemption and Conversion Rights .

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.









Section 9. Rank .

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior Stock or shares of any class or Series of stock of the Company now existing or hereafter authorized that ranks equally with the Series R Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.


Section 10. Reacquired Shares .

The Board of Directors shall take such actions as are necessary to cause the shares of Series R Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.


Section 11. No Sinking Fund .

Shares of Series R Preferred Stock are not subject to the operation of a sinking fund.


Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent .

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series R Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however , that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.


Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates .

If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.


Section 14. Form .








(a) Series R Preferred Stock Certificates . Series R Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “ Series R Preferred Stock Certificate ”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series R Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).

(b)  Signature . Two Officers shall sign any Series R Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series R Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series R Preferred Stock Certificate, such Series R Preferred Stock Certificate shall be valid nevertheless. A Series R Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series R Preferred Stock Certificate. Each Series R Preferred Stock Certificate shall be dated the date of its countersignature.

Section 15. Taxes .

(a) Transfer Taxes . The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series R Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series R Preferred Stock, in a name other than that in which the shares of Series R Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b) Withholding . All payments and distributions (or deemed distributions) on the shares of Series R Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 16. Notices .

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 250 Royall Street, Canton, Massachusetts 02021, or other agent of the Company







designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.


Section 17. Other Rights Disclaimed.

The shares of Series R Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.
IN WITNESS WHEREOF, this Certificate of Designations has been executed on behalf of the Company by its Chief Accounting Officer this 12th day of November, 2015.

CITIGROUP INC.



By: /s/ Jeffrey R. Walsh
Name: Jeffrey R. Walsh
Title: Chief Accounting Officer









Exhibit A

FORM OF
6.125 % FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES R

Certificate Number_______            Number of Shares of Series R Preferred Stock______
CUSIP NO.:

CITIGROUP INC.

6.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series R
(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated 6.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series R, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series R Preferred Stock”). The shares of Series R Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series R Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated November 12, 2015 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.
Reference is hereby made to select provisions of the Series R Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.
Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.
Unless the Registrar has properly countersigned, these shares of Series R Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this __ day of ________, ________.

CITIGROUP INC.

By: _______________________________________
Name:
Title:

By: _______________________________________
Name:







Title:







REGISTRAR’S COUNTERSIGNATURE
These are shares of Series R Preferred Stock referred to in the within-mentioned Certificate of Designations.
Dated:

COMPUTERSHARE TRUST COMPANY, N.A., as Registrar
By: _______________________________________
Name:
Title:







REVERSE OF CERTIFICATE
Dividends on each share of Series R Preferred Stock shall be payable at the rate provided in the Certificate of Designations.
The shares of Series R Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.
The Company shall furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class or Series of share capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series R Preferred Stock evidenced hereby to:
___________________________________________________
___________________________________________________
(Insert assignee’s social security or taxpayer identification number, if any)
___________________________________________________
___________________________________________________
(Insert address and zip code of assignee)
and irrevocably appoints:
___________________________________________________
___________________________________________________
as agent to transfer the shares of Series R Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.
Date:
Signature:
___________________________________________________
(Sign exactly as your name appears on the other side of this Certificate)
Signature Guarantee: ___________________________________________________
(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)














CERTIFICATE OF DESIGNATIONS

OF

6.300% NONCUMULATIVE PREFERRED STOCK SERIES S

OF

CITIGROUP INC.

______________________________

pursuant to Section 151 of the
General Corporation Law of the State of Delaware
______________________________

Citigroup Inc. , a Delaware corporation (the “Company”), hereby certifies that:

    
        
1.      The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorporation”) fixes the total number of shares of all classes of capital stock that the Company shall have the authority to issue at six billion (6,000,000,000) shares of common stock, par value $0.01 per share, and thirty million (30,000,000) shares of preferred stock, par value $1.00 per share.

2.      The Certificate of Incorporation expressly grants to the Board of Directors of the Company (the “Board of Directors”) authority to provide for the issuance of the shares of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

3.      Pursuant to the authority conferred upon a preferred stock committee (the “ Preferred Stock Committee ”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on January 26, 2016, adopted resolutions (i) authorizing the issuance and sale of up to 41,400 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 6.300% Noncumulative Preferred Stock, Series S (the “ Series S Preferred Stock ”) establishing the number of shares to be included in this Series S Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series S Preferred Stock and the qualifications, limitations or restrictions thereof as follows:
    
Section 1. Designation .








The designation of the Series of preferred stock shall be “6.300% Noncumulative Preferred Stock, Series S” (the “Series S Preferred Stock”). Each share of Series S Preferred Stock shall be identical in all respects to every other share of Series S Preferred Stock.


Section 2. Number of Shares .

The number of authorized shares of Series S Preferred Stock shall be 41,400. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series S Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series S Preferred Stock.


Section 3. Definitions . As used herein with respect to Series S Preferred Stock:

Appropriate Federal Banking Agency ” means the “appropriate federal banking agency” with respect to the Company as that term is defined in Section 3(q) of the Federal Deposit Insurance Act of 1950, as amended, or any successor provision.
Board of Directors ” has the meaning set forth in the recitals above.
Business Day ” means any weekday that is not a legal holiday in New York City and is not a day on which banking institutions in New York City are authorized or required by law or regulation to be closed.
Calculation Agent ” means the Transfer Agent acting in its capacity as calculation agent for the Series S Preferred Stock, and its successors and assigns.
Common Stock ” means the common stock of the Company, par value $0.01 per share, or any other shares of the capital stock of the Company into which such shares of common stock shall be reclassified or changed.
Depositary ” means DTC or its nominee or any successor depositary appointed by the Company.
Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Record Date ” shall have the meaning set forth in Section 4(a) hereof.
DTC ” means The Depository Trust Company.
Holder ” means the Person in whose name the shares of the Series S Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar







and paying agent as the absolute owner of the shares of Series S Preferred Stock for the purpose of making payment and for all other purposes.

Junior Stock ” means the Common Stock and any other class or Series of stock of the
Company now existing or hereafter authorized over which Series S Preferred Stock has
preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.
Nonpayment ” shall have the meaning set forth in Section 7(b)(i) hereof.
Officer ” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.
Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.
Preferred Stock Director ” shall have the meaning set forth in Section 7(b)(i) hereof.
Preferred Stock Director Termination Date ” shall have the meaning set forth in Section 7(b)(iv) hereof.
Registrar ” means the Transfer Agent acting in its capacity as registrar for the Series S Preferred Stock, and its successors and assigns.
Regulatory Capital Event ” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series S Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series S Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series S Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series S Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series S Preferred Stock is outstanding.
Series S Liquidation Preference ” shall have the meaning set forth in Section 5(a) hereof.
Series S Preferred Stock ” shall have the meaning set forth in Section 1 hereof.
Series S Preferred Stock Certificate ” shall have the meaning set forth in Section 14(a) hereof.








Transfer Agent ” means Computershare Trust Company, N.A., a federally chartered national association, acting as Transfer Agent, Calculation Agent, Registrar and paying agent for the Series S Preferred Stock, and its successors and assigns.
Trust ” shall have the meaning set forth in Section 6(d).


Section 4. Dividends .

(a) Rate . Holders shall be entitled to receive, when, as and if declared by the Board of Directors or any duly authorized committee thereof, but only out of funds legally available therefor, noncumulative cash dividends on each share of Series S Preferred Stock in the amounts specified below in this Section 4, and no more, payable quarterly in arrears on each February 12, May 12, August 12 and November 12 (each, a “ Dividend Payment Date ”), beginning May 12, 2016; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, without any interest or other payment in respect of such postponement (each such day on which dividends are payable for any Dividend Period (as defined below), a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series S Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series S Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to 6.300%. The record date for payment of dividends on the Series S Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends will be computed on the basis of a 360-day year of twelve 30-day months.
(b) Noncumulative Dividends . If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series S Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series S Preferred Stock or any other Series of preferred stock or common stock are declared for any subsequent period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c) Priority of Dividends . So long as any share of Series S Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series S Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any







distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:
(i) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;

(ii) purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;

(iii) as a result of an exchange or conversion of any class or Series of Junior Stock for any other class or Series of Junior Stock;

(iv) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;

(v) the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or

(vi) the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The restrictions set forth in the preceding provisions of this Section 4(c) shall not apply to any Junior Stock dividends paid by the Company where the dividend is in the form of the same stock (or the right to buy the same stock) as that on which the dividend is being paid.
Except as provided below, for so long as any share of Series S Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series S Preferred Stock and any class or Series of stock of the Company now existing or hereafter authorized that ranks equally with the Series S Preferred Stock in the payment of dividends, all dividends declared upon shares of Series S Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series S Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.
Subject to the foregoing, and not otherwise, such dividends payable in cash, stock or otherwise, as may be determined by the Board of Directors or any duly authorized committee thereof, may be declared and paid on any other class or Series of stock of the Company from time to time out of any funds legally available for such payment, and Holders will not be entitled to participate in those dividends.
Section 5. Liquidation Rights .








(a) Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or Series of stock ranking senior to or on parity with Series S Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share (the “ Series S Liquidation Preference ”), plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.
(b) Partial Payment . If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or Series of stock of the Company ranking equally with the Series S Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.


Section 6. Redemption .

(a) Optional Redemption . The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series S Preferred Stock at the time outstanding, on any Dividend Payment Date on or after February 12, 2021, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to, but excluding, the redemption date, upon notice given as provided in Section 6(b) below.

(b) Notice of Redemption . Notice of every redemption of shares of Series S Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares







to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series S Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series S Preferred Stock. Each notice shall state:

(i) the redemption date;

(ii) the total number of shares of Series S Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii) the redemption price;

(iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and

(v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series S Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c) Partial Redemption . In case of any redemption of only part of the shares of Series S Preferred Stock at the time outstanding, the shares of Series S Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series S Preferred Stock held by such Holders, (ii) by lot or (iii) in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable; provided, however, that if for so long as the Series S Preferred Stock or depositary shares in respect thereof are listed on the New York Stock Exchange, the foregoing clause (iii) shall apply only if such method of selection is not then prohibited by any then applicable rule of the New York Stock Exchange or the New York Stock Exchange consents to or grants a waiver or exemption from such rule. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series S Preferred Stock shall be redeemed from time to time.

(d) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor,







or deposited by the Company with a bank or trust company selected by the Board of Directors or any duly authorized committee thereof (the “ Trust ”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.


Section 7. Voting Rights .

(a) General . The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.

(b) Special Voting Right .

(i) Voting Right . If and whenever dividends on the Series S Preferred Stock or any other class or Series of preferred stock that ranks on parity with Series S Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “ Nonpayment ”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “ Preferred Stock Director .”








(ii) Election . The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series S Preferred Stock or the holders of at least 20% of the voting power of any Series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders of the Company, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series S Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors.  The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii) Notice of Special Meeting . Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders.  If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company.  The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director's election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series S Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series S Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series S Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series S Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

(iv) Termination; Removal . Whenever the Company has paid noncumulative dividends in full for at least two consecutive semi-annual or four consecutive quarterly







Dividend Periods following a Nonpayment on the Series S Preferred Stock and on any dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “ Preferred Stock Director Termination Date ”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).
(c) Senior Issuances; Adverse Changes . So long as any shares of Series S Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series S Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i) any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series S Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences, economic rights or special rights of the Series S Preferred Stock so as to affect them adversely;

(ii) any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or Series of the Company's capital stock ranking prior to the Series S Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii) the consummation of a binding share exchange or reclassification involving the Series S Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series S Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series S Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to







which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series S Preferred Stock prior to such merger or consolidation), and (ii) such Series S Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series S Preferred Stock, taken as a whole;
provided, however , that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series S Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other Series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series S Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series S Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series S Preferred Stock but not all Series of preferred stock of the Company, then only such Series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series S Preferred Stock as a single class (in lieu of all other Series of preferred stock) for purposes of the vote or consent required by this Section 7(c).
(d) No Vote if Redemption . No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series S Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.


Section 8. Preemption and Conversion Rights .

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.









Section 9. Rank .

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior Stock or shares of any class or Series of stock of the Company now existing or hereafter authorized that ranks equally with the Series S Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.


Section 10. Reacquired Shares .

The Board of Directors shall take such actions as are necessary to cause the shares of Series S Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.


Section 11. No Sinking Fund .

Shares of Series S Preferred Stock are not subject to the operation of a sinking fund.


Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent .

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series S Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however , that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.


Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates .

If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.


Section 14. Form .








(a) Series S Preferred Stock Certificates . Series S Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “ Series S Preferred Stock Certificate ”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series S Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).

(b)  Signature . Two Officers shall sign any Series S Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series S Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series S Preferred Stock Certificate, such Series S Preferred Stock Certificate shall be valid nevertheless. A Series S Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series S Preferred Stock Certificate. Each Series S Preferred Stock Certificate shall be dated the date of its countersignature.

Section 15. Taxes .

(a) Transfer Taxes . The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series S Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series S Preferred Stock, in a name other than that in which the shares of Series S Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b) Withholding . All payments and distributions (or deemed distributions) on the shares of Series S Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 16. Notices .

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 250 Royall Street, Canton, Massachusetts 02021, or other agent of the Company







designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.


Section 17. Other Rights Disclaimed.

The shares of Series S Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.
IN WITNESS WHEREOF, this Certificate of Designations has been executed on behalf of the Company by its Chief Accounting Officer this 1st day of February, 2016.

CITIGROUP INC.



By: /s/ Jeffrey R. Walsh
Name: Jeffrey R. Walsh
Title: Chief Accounting Officer









Exhibit A

FORM OF
6.300% NONCUMULATIVE PREFERRED STOCK, SERIES S

Certificate Number_______            Number of Shares of Series S Preferred Stock______
CUSIP NO.:

CITIGROUP INC.

6.300% Noncumulative Preferred Stock, Series S
(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated 6.300% Noncumulative Preferred Stock, Series S, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series S Preferred Stock”). The shares of Series S Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series S Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated February 1, 2016 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.
Reference is hereby made to select provisions of the Series S Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.
Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.
Unless the Registrar has properly countersigned, these shares of Series S Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this __ day of ________, ________.

CITIGROUP INC.

By: _______________________________________
Name:
Title:

By: _______________________________________
Name:
Title:







REGISTRAR’S COUNTERSIGNATURE
These are shares of Series S Preferred Stock referred to in the within-mentioned Certificate of Designations.
Dated:

COMPUTERSHARE TRUST COMPANY, N.A., as Registrar
By: _______________________________________
Name:
Title:







REVERSE OF CERTIFICATE
Dividends on each share of Series S Preferred Stock shall be payable at the rate provided in the Certificate of Designations.
The shares of Series S Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.
The Company shall furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class or Series of share capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series S Preferred Stock evidenced hereby to:
___________________________________________________
___________________________________________________
(Insert assignee’s social security or taxpayer identification number, if any)
___________________________________________________
___________________________________________________
(Insert address and zip code of assignee)
and irrevocably appoints:
___________________________________________________
___________________________________________________
as agent to transfer the shares of Series S Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.
Date:
Signature:
___________________________________________________
(Sign exactly as your name appears on the other side of this Certificate)
Signature Guarantee: ___________________________________________________
(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)











CERTIFICATE OF DESIGNATIONS

OF

6.250% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES T

OF

CITIGROUP INC.

______________________________

Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
______________________________

Citigroup Inc. , a Delaware corporation (the “Company”), hereby certifies that:

    
        
1.      The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorporation”) fixes the total number of shares of all classes of capital stock that the Company shall have the authority to issue at six billion (6,000,000,000) shares of common stock, par value $0.01 per share, and thirty million (30,000,000) shares of preferred stock, par value $1.00 per share.

2.      The Certificate of Incorporation expressly grants to the Board of Directors of the Company (the “Board of Directors”) authority to provide for the issuance of the shares of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

3.      Pursuant to the authority conferred upon a preferred stock committee (the “ Preferred Stock Committee ”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on April 18, 2016, adopted resolutions (i) authorizing the issuance and sale of up to 60,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 6.250% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series T (the “ Series T Preferred Stock ”) establishing the number of shares to be included in this Series T Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series T Preferred Stock and the qualifications, limitations or restrictions thereof as follows:
    
Section 1. Designation .








The designation of the Series of preferred stock shall be “6.250% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series T” (the “Series T Preferred Stock”). Each share of Series T Preferred Stock shall be identical in all respects to every other share of Series T Preferred Stock.


Section 2. Number of Shares .

The number of authorized shares of Series T Preferred Stock shall be 60,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series T Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series T Preferred Stock.


Section 3. Definitions . As used herein with respect to Series T Preferred Stock:

Appropriate Federal Banking Agency ” means the “appropriate federal banking agency” with respect to the Company as that term is defined in Section 3(q) of the Federal Deposit Insurance Act of 1950, as amended, or any successor provision.
Board of Directors ” has the meaning set forth in the recitals above.
Business Day ” means any weekday that is not a legal holiday in New York City and is not a day on which banking institutions in New York City are authorized or required by law or regulation to be closed.
Calculation Agent ” means the Transfer Agent acting in its capacity as calculation agent for the Series T Preferred Stock, and its successors and assigns.
Common Stock ” means the common stock of the Company, par value $0.01 per share, or any other shares of the capital stock of the Company into which such shares of common stock shall be reclassified or changed.
Depositary ” means DTC or its nominee or any successor depositary appointed by the Company.
Dividend Payment Date ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Period ” shall have the meaning set forth in Section 4(a) hereof.
Dividend Record Date ” shall have the meaning set forth in Section 4(a) hereof.
DTC ” means The Depository Trust Company.
Holder ” means the Person in whose name the shares of the Series T Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar







and paying agent as the absolute owner of the shares of Series T Preferred Stock for the purpose of making payment and for all other purposes.

Junior Stock ” means the Common Stock and any other class or Series of stock of the
Company now existing or hereafter authorized over which Series T Preferred Stock has
preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.
LIBOR Determination Date ” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.
London Banking Day ” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.
Nonpayment ” shall have the meaning set forth in Section 7(b)(i) hereof.
Officer ” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.
Person ” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.
Preferred Stock Director ” shall have the meaning set forth in Section 7(b)(i) hereof.
Preferred Stock Director Termination Date ” shall have the meaning set forth in Section 7(b)(iv) hereof.
Registrar ” means the Transfer Agent acting in its capacity as registrar for the Series T Preferred Stock, and its successors and assigns.
Regulatory Capital Event ” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series T Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series T Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series T Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series T Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series T Preferred Stock is outstanding.
Reuters LIBOR01 ” means the display designated on the Reuters 3000 Xtra Service on page LIBOR01 Page (or such other page as may replace “Reuters LIBOR01” page on the service or such other service as may be nominated by the British Bankers’ Association or other







administrator of LIBOR for the purpose of displaying London interbank offered rates for United States dollar deposits or loans).
Series T Liquidation Preference ” shall have the meaning set forth in Section 5(a) hereof.
Series T Preferred Stock ” shall have the meaning set forth in Section 1 hereof.
Series T Preferred Stock Certificate ” shall have the meaning set forth in Section 14(a) hereof.

Three-month LIBOR ” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters LIBOR01 page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on the Reuters LIBOR01 page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on February 15, 2026, 0.6344%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.
Transfer Agent ” means Computershare Trust Company, N.A., a federally chartered national association, acting as Transfer Agent, Calculation Agent, Registrar and paying agent for the Series T Preferred Stock, and its successors and assigns.
Trust ” shall have the meaning set forth in Section 6(d).


Section 4. Dividends .

(a) Rate . Holders shall be entitled to receive, when, as and if declared by the Board of Directors or any duly authorized committee thereof, but only out of funds legally available







therefor, noncumulative cash dividends on each share of Series T Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) semiannually in arrears on each February 15 and August 15 (each, a “ Dividend Payment Date ”), beginning February 15, 2017, from and including the date of issuance to, but excluding, August 15, 2026; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, without any interest or other payment in respect of such postponement, and (ii) quarterly in arrears on each February 15, May 15, August 15 and November 15, beginning November 15, 2026, from and including August 15, 2026; provided, however , if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, except if that day falls in the next calendar month, in which case, the payment of any dividend otherwise payable will be made on the immediately preceding Business Day, with dividends accruing to the actual payment date (each such day on which dividends are payable for any Dividend Period (as defined below) after the Dividend Period to, but excluding, August 15, 2026, a “ Dividend Payment Date ”). The period from and including the date of issuance of the Series T Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “ Dividend Period .” Dividends on each share of Series T Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 6.250%, for each Dividend Period from and including the date of issuance to, but excluding, August 15, 2026 and (ii) Three-month LIBOR plus 4.517%, for each Dividend Period from and including August 15, 2026. The record date for payment of dividends on the Series T Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “ Dividend Record Date ”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to August 15, 2026 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after August 15, 2026 will be computed on the basis of a 360-day year and the actual number of days elapsed.
(b) Noncumulative Dividends . If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series T Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series T Preferred Stock or any other Series of preferred stock or common stock are declared for any subsequent period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c) Priority of Dividends . So long as any share of Series T Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series T Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any







distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:
(i) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;

(ii) purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;

(iii) as a result of an exchange or conversion of any class or Series of Junior Stock for any other class or Series of Junior Stock;

(iv) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;

(v) the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or

(vi) the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The restrictions set forth in the preceding provisions of this Section 4(c) shall not apply to any Junior Stock dividends paid by the Company where the dividend is in the form of the same stock (or the right to buy the same stock) as that on which the dividend is being paid.
Except as provided below, for so long as any share of Series T Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series T Preferred Stock and any class or Series of stock of the Company now existing or hereafter authorized that ranks equally with the Series T Preferred Stock in the payment of dividends, all dividends declared upon shares of Series T Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series T Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.
Subject to the foregoing, and not otherwise, such dividends payable in cash, stock or otherwise, as may be determined by the Board of Directors or any duly authorized committee thereof, may be declared and paid on any other class or Series of stock of the Company from time to time out of any funds legally available for such payment, and Holders will not be entitled to participate in those dividends.
Section 5. Liquidation Rights .








(a) Liquidation . In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or Series of stock ranking senior to or on parity with Series T Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share (the “ Series T Liquidation Preference ”), plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.
(b) Partial Payment . If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or Series of stock of the Company ranking equally with the Series T Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c) Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.


Section 6. Redemption .

(a) Optional Redemption . The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series T Preferred Stock at the time outstanding, on any Dividend Payment Date on or after August 15, 2026, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to, but excluding, the redemption date, upon notice given as provided in Section 6(b) below.

(b) Notice of Redemption . Notice of every redemption of shares of Series T Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares







to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series T Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series T Preferred Stock. Each notice shall state:

(i) the redemption date;

(ii) the total number of shares of Series T Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii) the redemption price;

(iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and

(v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series T Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c) Partial Redemption . In case of any redemption of only part of the shares of Series T Preferred Stock at the time outstanding, the shares of Series T Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series T Preferred Stock held by such Holders, (ii) by lot or (iii) in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series T Preferred Stock shall be redeemed from time to time.

(d) Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors or any duly authorized committee thereof (the “ Trust ”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends







with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.


Section 7. Voting Rights .

(a) General . The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.

(b) Special Voting Right .

(i) Voting Right . If and whenever dividends on the Series T Preferred Stock or any other class or Series of preferred stock that ranks on parity with Series T Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “ Nonpayment ”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “ Preferred Stock Director .”

(ii) Election . The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the







written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series T Preferred Stock or the holders of at least 20% of the voting power of any Series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders of the Company, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series T Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors.  The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii) Notice of Special Meeting . Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders.  If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company.  The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director's election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series T Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series T Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series T Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series T Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

(iv) Termination; Removal . Whenever the Company has paid noncumulative dividends in full for at least two consecutive semi-annual or four consecutive quarterly Dividend Periods following a Nonpayment on the Series T Preferred Stock and on any dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any







similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “ Preferred Stock Director Termination Date ”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).
(c) Senior Issuances; Adverse Changes . So long as any shares of Series T Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series T Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i) any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series T Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences, economic rights or special rights of the Series T Preferred Stock so as to affect them adversely;

(ii) any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or Series of the Company's capital stock ranking prior to the Series T Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii) the consummation of a binding share exchange or reclassification involving the Series T Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series T Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series T Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having







received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series T Preferred Stock prior to such merger or consolidation), and (ii) such Series T Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series T Preferred Stock, taken as a whole;
provided, however , that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series T Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other Series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series T Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series T Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.
If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series T Preferred Stock but not all Series of preferred stock of the Company, then only such Series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series T Preferred Stock as a single class (in lieu of all other Series of preferred stock) for purposes of the vote or consent required by this Section 7(c).
(d) No Vote if Redemption . No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series T Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.


Section 8. Preemption and Conversion Rights .

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.


Section 9. Rank .

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior Stock or shares of any class or Series of stock of the Company now existing or hereafter







authorized that ranks equally with the Series T Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.


Section 10. Reacquired Shares .

The Board of Directors shall take such actions as are necessary to cause the shares of Series T Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.


Section 11. No Sinking Fund .

Shares of Series T Preferred Stock are not subject to the operation of a sinking fund.


Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent .

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series T Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however , that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.


Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates .

If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.


Section 14. Form .

(a) Series T Preferred Stock Certificates . Series T Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “ Series T Preferred Stock Certificate ”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series T Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the







Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).

(b)  Signature . Two Officers shall sign any Series T Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series T Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series T Preferred Stock Certificate, such Series T Preferred Stock Certificate shall be valid nevertheless. A Series T Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series T Preferred Stock Certificate. Each Series T Preferred Stock Certificate shall be dated the date of its countersignature.

Section 15. Taxes .

(a) Transfer Taxes . The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series T Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series T Preferred Stock, in a name other than that in which the shares of Series T Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b) Withholding . All payments and distributions (or deemed distributions) on the shares of Series T Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 16. Notices .

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 388 Greenwich Street, New York, New York 10013 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 250 Royall Street, Canton, Massachusetts 02021, or other agent of the Company designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.









Section 17. Other Rights Disclaimed.

The shares of Series T Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.







IN WITNESS WHEREOF, this Certificate of Designations has been executed on behalf of the Company by its Chief Accounting Officer this 22nd day of April, 2016.

CITIGROUP INC.



By: /s/ Jeffrey R. Walsh
Name: Jeffrey R. Walsh
Title: Chief Accounting Officer









Exhibit A

FORM OF
6.250 % FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES T

Certificate Number_______            Number of Shares of Series T Preferred Stock______
CUSIP NO.:

CITIGROUP INC.

6.250% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series T
(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated 6.250% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series T, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series T Preferred Stock”). The shares of Series T Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series T Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated April 22, 2016 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.
Reference is hereby made to select provisions of the Series T Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.
Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.
Unless the Registrar has properly countersigned, these shares of Series T Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this __ day of _______, ________.

CITIGROUP INC.

By: _______________________________________
Name:
Title:

By: _______________________________________
Name:
Title:







REGISTRAR’S COUNTERSIGNATURE
These are shares of Series T Preferred Stock referred to in the within-mentioned Certificate of Designations.
Dated:

COMPUTERSHARE TRUST COMPANY, N.A., as Registrar
By: _______________________________________
Name:
Title:







REVERSE OF CERTIFICATE
Dividends on each share of Series T Preferred Stock shall be payable at the rate provided in the Certificate of Designations.
The shares of Series T Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.
The Company shall furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class or Series of share capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.
ASSIGNMENT
FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series T Preferred Stock evidenced hereby to:
___________________________________________________
___________________________________________________
(Insert assignee’s social security or taxpayer identification number, if any)
___________________________________________________
___________________________________________________
(Insert address and zip code of assignee)
and irrevocably appoints:
___________________________________________________
___________________________________________________
as agent to transfer the shares of Series T Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.
Date:
Signature:
___________________________________________________
(Sign exactly as your name appears on the other side of this Certificate)
Signature Guarantee: ___________________________________________________
(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)



Citibank Tower, Citibank Plaza
3 Garden Road, Hong Kong
P.O. Box 14, Hong Kong



Strictly Private & Confidential

January 1, 2009

Mr. Stephen Bird



Dear Stephen,

Employment Agreement

We are pleased to transfer your employment to Citibank, N.A., Hong Kong Branch, (together with its affiliates and any successors or assigns of any thereof, the "Company" ). The terms and conditions of your employment are as follows:


Position
Chief Executive Officer, North Asia
Head of Consumer Banking & Global Cards, Asia Pacific


Officer Title
Managing Director at grade level "E"


PRE-CONDITIONS

Your employment will be conditional upon your obtaining an appropriate work visa to work in Hong Kong (if applicable), verification of your licences/qualifications (if applicable) and satisfactory reference and background checks.

COMPENSATION

Base salary
HK$3,347,607 per annum, payable in twelve equal monthly installments one work day before the last work day of each month. Your base salary during the first and last month of your employment will be prorated to reflect the actual number of days you are in the Company's employment.


Organised under the laws of U.S.A. with limited liability                                    Citibank N.A.


Citibank Tower, Citibank Plaza
3 Garden Road, Hong Kong
P.O. Box 14, Hong Kong


Annual Discretionary
You may be eligible to receive annual discretionary incentive and retention awards
Incentive and Retention Award
which would be paid when all other Company annual discretionary incentive and retention award is paid each year. The exact amount payable, if any, is based on your performance, the performance of your business as well as the Company's performance. Any such incentive and retention award may be payable partly in cash and, partly in restricted or deferred stock award(s) pursuant to and subject to the terms of the Capital Accumulation Prograrn(s) ("CAP") then in effect. In order to receive any incentive and retention award, you must be employed on the day the award is made.
 
















Organised under the laws of U.S.A. with limited liability                                    Citibank N.A.


Citibank Tower, Citibank Plaza
3 Garden Road, Hong Kong
P.O. Box 14, Hong Kong


    
Capital Accumulation Program(s)
CAP is an incentive and retention award program designed to increase employee share ownership, motivation and retention. CAP award(s) may be made to eligible employees at the discretion of the Company. Generally, CAP award(s) of restricted or deferred shares of Citi stock will be made to certain eligible employees who are selected to receive incentive and retention award for each performance year. An employee participating in CAP will receive CAP award(s) in addition to cash incentive award. Employees who may be eligible in 2009 will receive detailed information about CAP later. This information will explain how CAP works.


Housing
You will be entitled to receive a benefit-in-kind for housing. The Company will provide you with a place of residence and the monthly rental payments will be paid by the Company to the lessor. In terms of dollar value, the current housing benefit provided is HK$300,000 per month. This dollar value excludes government rates, building management fees and utilities which will be paid by the Company and are also considered as part of the housing benefit provided.



BENEFITS

As you are a transfer employee, the Company will recognize your continuity of service for the purposes of benefits entitlement and accrual. Your original employment date (i.e. October 5, 1998) will be used to determine benefits eligibility. In particular, this will reflect in your vacation entitlement and pension vesting in Hong Kong.

The Company offers a comprehensive benefits package, the details of which are set out in the Employee Handbook, including, amongst other staff benefits:


Group Insurance Benefits
Eligible immediately.

This includes Medical Dental, term-Life and Personal Accident Insurance Schemes.




Retirement Scheme
Eligible immediately.

You have the option of joining Citibank, N.A. 1987 Retirement Plan, or the Mandatory Provident Fund Scheme. Both Schemes are amended from time to time, subject to the rules of the Scheme.

According to the proportionate taxation rule issued under the Inland Revenue Ordinance, part of your Retirement Benefits may exceed the maximum tax-free limit and therefore may be subject to salaries tax upon payment when you leave the Company or retire.




Vacation Entitlement
You will be entitled to 22 working days' vacation for each calendar year. During the first and last year of your employment, depending on your transfer date, your annual leave entitlement will be prorated according to the benefits policy as set forth in the Employee Handbook, and will be available after three months' service in Hong Kong.










    


Organised under the laws of U.S.A. with limited liability                                    Citibank N.A.


Citibank Tower, Citibank Plaza
3 Garden Road, Hong Kong
P.O. Box 14, Hong Kong


Personal Loan
Eligible immediately

The Company reserves the right to change the benefits set forth therein at any time and without notice.

RELOCATION

Please refer to the attached letter.

TAXATION

Unless otherwise stated in this letter, you will be solely responsible for your personal tax liabilities in Hong Kong or elsewhere in respect of any amounts received pursuant to your employment with the Company.

TERMINATION

(a)
Either party may terminate the employment by giving appropriate written notice as per below to the other party, or by payment in lieu of notice.

You agree to not resign, retire or otherwise terminate your employment with the Company without first giving the Company 75 days prior written notice of the effective date of your last day of employment if, at the time of notice, you are a Managing Director, 50 days prior written notice if you are a Director, or 30 days prior written notice if you are below Director. The Company may, in its sole discretion:

(i)
waive all or any part of the applicable notice period and consider your termination effective on any such earlier date as determined by it which shall not be sooner than 2 business days from the date of your notice;
(ii)
remove you from any assigned duties, assign you to other duties or require you to remain away from its offices, during all or any part of the applicable notice period; and/or
(iii)
elect to accelerate your then current salary for the applicable notice period and pay it to you in lieu of notice.

(d) For the purpose of this letter, a termination "for cause" shall mean a termination pursuant to any grounds on which the Company is entitled to summarily terminate the employment in accordance with the Employment Ordinance (Cap 57) of Hong Kong or breach of any policies or regulations of the Company.

ACT IN GOOD FAITH

Throughout your employment and during the applicable notice period, you will not in any way, directly or indirectly, solicit or induce or attempt to solicit or induce away from the Company or any subsidiary or affiliate of the Company in Hong Kong or elsewhere any business from any of their respective customers, clients or accounts with whom you have had contact during employment or any of their respective employees. In the event of a breach, the Company is entitled to pursue any proceedings it deems necessary to enforce its rights and interests under this provision for and on behalf of itself or its affected subsidiary or affiliate.

In addition, you acknowledge and recognize the highly competitive nature of the businesses of the Company and accordingly agree as follows:


(i)
For a period of three (3) months from your last day of employment with the Company, you will not enter into competitive endeavors and will not undertake any commercial activity which competes with any business carried on by the Company or Citigroup in Hong Kong with which you were materially involved in, concerned with or connected with during the last twelve (12) months of your employment with the Company.

(ii)
For a period of three (3) months from your last day of employment with the Company, you will not in any way, directly or indirectly, induce or attempt to induce or otherwise counsel, advise, encourage or solicit any person to leave the employment ofthe Company or Citigroup.

(iii)
You acknowledge that should you breach (i) or (ii) above, the Company and Citigroup will suffer immediate and irreparable harm and that money damages will be inadequate relief. Therefore, you agree that the Company and Citigroup will be entitled to injunctive relief to enforce this paragraph and you consent to the issuance by a court of competent jurisdiction of a temporary restraining order, preliminary or permanent injunction to enforce its rights under (i) and (ii) above.
    

Organised under the laws of U.S.A. with limited liability                                    Citibank N.A.


Citibank Tower, Citibank Plaza
3 Garden Road, Hong Kong
P.O. Box 14, Hong Kong


ASSIGNMENT

Your obligation hereunder is personal and may not be assigned by you. The Company may however assign this employment contract, or second you, to any of its affiliates or subsidiaries in Hong Kong or overseas. The benefits of this employment contract shall inure to the benefit of the Company's assigns, transferees and successors.
    
SEVERABILITY

In the event that any provision of this letter shall be determined to be invalid or unenforceable, in whole or in part, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

ENTIRE AGREEMENT

This letter sets out all the terms and conditions of your employment and supercedes any other documents, discussions or agreements that you may have had with the Company or any officer or agent of the Company prior to the date hereof.

COMPLIANCE WITH RULES AND POLICIES

Throughout your employment you will be subject to, and you hereby agree to abide by, the Company's policies and procedures including, without limitation, the Employee Handbook and the Code of Conduct, that are in effect from time to time.

GOVERNING LAW

This letter shall be construed and governed in accordance with the laws of Hong Kong. The parties irrevocably submit to the non-exclusive jurisdiction of the courts of Hong Kong to hear any disputes arising out of or in connection with this letter.







Organised under the laws of U.S.A. with limited liability                                    Citibank N.A.


Citibank Tower, Citibank Plaza
3 Garden Road, Hong Kong
P.O. Box 14, Hong Kong



Should you decide to accept the offer outlined above, please acknowledge your acceptance by signing and returning to us the duplicate copy of this letter. In the meantime, if you have any further questions regarding our offer of employment, please do not hesitate to contact us.


Sincerely yours,
For and on behalf of
Citibank N.A. Hong Kong Branch


/s/ Terry Endsor     
Terry Endsor
Head of Human Resources
Citi Asia Pacific




I accept all the terms and conditions of this letter including, in particular, my obligations to reimburse the Company of any Special Payments. I confirm that I have obtained the appropriate work visa to work in Hong Kong. I further confirm that I am not subject to any fine, suspension or any other regulatory action in Hong Kong or elsewhere and that I am not aware of any contractual or similar impediment to entering and performing my obligation under the terms of this letter.


/s/ Stephen Bird                      8th Jan 2009
Stephen Bird                    Date











Organised under the laws of U.S.A. with limited liability                                    Citibank N.A.


Citibank Tower, Citibank Plaza
3 Garden Road, Hong Kong
P.O. Box 14, Hong Kong


Mr. Stephen Bird


Relocation Benefits

The Company offers a comprehensive relocation package and you will be eligible to receive the following benefits:

Shipment of household goods
The Company will arrange to ship your household goods from Singapore to Hong Kong and will provide household
goods transit insurance for your surface and air shipments.
    
The Company may provide permanent storage fees for your household goods items, if necessary.

Airfare
The Company will reimburse the cost of one-way airfare from Singapore to Hong Kong for you and your spouse and your unmarried dependent children living in the same household to take up your employment. Tickets may be arranged through one of the Company's authorized travel agents.

Loss of Car Sale
You will be entitled to Loss of Car Sale in accordance with the Company's policy.

Temporary accommodation
The Company will provide temporary accommodation (basic room rates and taxes) for up to thirty (30) days in Hong Kong.

Tax Preparation Services
The Company will provide annual tax return preparation services by the Company's designated accountants during your employment for both of your host and home country income tax.

Personal Tax
You will be solely responsible for ensuring that any personal income tax liabilities arising from these benefits are fully discharged.

Please countersign the copy of this letter to confirm your agreement to these terms.


/s/ Terry Endsor                         _______________________
Authorized by: Terry Endsor                     Date


/s/ Stephen Bird                          8/01/2009 _______________
Agreed by: Stephen Bird                    Date








Organised under the laws of U.S.A. with limited liability                                    Citibank N.A.





Organised under the laws of U.S.A. with limited liability




June 17, 2015

PRIVATE & CONFIDENTIAL

Stephen Bird
CEO, Asia Pacific Region    
Citi
3 Garden Road, Central
Hong Kong    HKG 

Dear Stephen:

Citi Expatriate Program-Assignment Letter

On behalf of Global Mobility, I am pleased to confirm the terms and conditions of your expatriate assignment to Global Consumer Banking in the United States pursuant to the Citi Expatriate Program (your “Expatriate Assignment”). Global Mobility is the unit within Citi that oversees administration of the Citi Expatriate Program. “Citi” refers to Citigroup Inc. and its subsidiaries, including your current employer at Citi and the host company or companies that make up the business unit in your assignment location in the United States, which is your assignment country.

Your Expatriate Assignment is scheduled to start on July 1, 2015, subject to you obtaining the necessary visa. Citi will assist you and your family in obtaining the appropriate documents.

EMPLOYMENT STATUS

During the term of your Expatriate Assignment, you shall remain an employee of Citibank N.A., Hong Kong Branch as set out in your employment agreement dated January 1, 2009 (your “Employment Agreement”), which will be lending your services to Global Consumer Banking and Citibank N.A. in the United States pursuant to an inter-company agreement for the supply of employee services. Please be advised your Expatriate salary and benefits will be administered by Citibank, N.A. in the United States as agent for your employer, pursuant to the terms and conditions of the Citi Expatriate Program. During this time you will not be an employee of Citibank, N.A. in the United States.

This letter is not an employment contract or a guarantee to employ you for any definite period of time or at any place at any time. To the extent legally permissible, your employment by Citi at all times is on an “at-will” basis and may be terminated at any time (subject to any applicable notice provisions in your Employment Agreement) by you or by Citi. In the event you voluntarily apply for and are granted permanent resident status or citizenship in the United States, your Expatriate Assignment may be terminated.

CITI EXPATRIATE PROGRAM

The current terms and conditions of the Citi Expatriate Program are described in detail in the Expatriate Handbook. The most recent edition of the Expatriate Handbook has been delivered to you together with this letter. You should refer to the Expatriate Handbook for more detailed descriptions of matters summarized in





this letter. In the event of any conflict between the description of an item of expatriate compensation or other feature of the Citi Expatriate Program in this letter and its description in the most recent edition of the Expatriate Handbook, the Expatriate Handbook will control.

Because you will remain an employee of Citibank N.A., Hong Kong Branch during the term of your Expatriate Assignment, you are not eligible for any benefits or salary provided to Citi employees who are employed under local terms and conditions in the United States. However, while on Expatriate Assignment you will be subject to certain local practices and customs, such as office hours and dress policies, holiday schedules and, if applicable, restrictions in certain countries on participation in Citi equity compensation and investment programs. Also, you must comply with all regulatory systems and controls, and internal policies and procedures, including with respect to the effective management of risk that apply in your assignment country.

This letter summarizes key elements of the expatriate policies regarding compensation, allowances, reimbursements, tax equalization and other benefits that apply to Citi Expatriates generally and to your Expatriate Assignment specifically. The preliminary salary worksheet attached to this letter will provide you with an estimate of your compensation and the allowances you will be eligible for during your Expatriate Assignment. Allowances fluctuate based on various factors, including exchange rates, other market data, and conditions in the assignment country, and are subject to change. Refer to the most recent Expatriate Program Handbook or contact me for additional details regarding specific allowances.

DURATION OF AND REASON FOR ASSIGNMENT

It is anticipated that your participation in the Citi Expatriate Program to fill a specific need as CEO of Global Consumer Banking will end on December 31, 2016, but in any event will not exceed three complete years (36 months), subject to business requirements, market conditions, your job performance and other factors to be considered at Citi’s discretion. If your participation extends beyond three complete years (36 months), during the fourth year, Citi, in its sole discretion, may extend your participation or begin to explore other options, including but not limited to, termination of participation.

It is anticipated upon termination of your participation (subject to agreement by your Citi employer and/or the assignment host or other relevant parties), Citi shall offer you employment under local terms and conditions in the assignment country, the United States. However if this should change and provided you have not resigned and your employment has not been terminated involuntarily for cause, if you are not offered (or you do not accept) continued employment with Citi upon termination of your participation, Citi will provide relocation assistance, as detailed in the Expatriate Handbook, to repatriate you to Hong Kong.

EXPATRIATE SALARY AND OTHER COMPENSATION

As of the start date of your Expatriate Assignment, your annual gross base salary will be HK$ 3,877,923 and your job level is Managing Director . As always, your salary remains subject to change, but for the duration of your Expatriate Assignment to Global Consumer Banking in the United States, your compensation country will be Hong Kong and your salary will be paid in Hong Kong Dollars. Additional details regarding expatriate salary administration can be found in the Expatriate Handbook under the heading “Compensation.”

Notwithstanding any other provisions of this letter to the contrary, incentive compensation awarded to you and other compensation payable to you during your Expatriate Assignment may be subject to structures and terms and conditions established in accordance with applicable regulatory requirements in your assignment country, as determined by Citi. Any such requirements are subject to change at any time.






Your salary and any other payments you may receive as a participant in the Citi Expatriate Program are subject to such deductions as are required by law, and as provided pursuant to the Citi Expatriate Program’s tax equalization policy. Elements of the tax equalization policy and other policies and procedures regarding expatriate taxation, including your responsibilities in this regard, are further described below and in greater detail in the Expatriate Handbook under the heading “Tax.” Note that as part of tax equalization, you may be required to make payments to Citi from time to time, including after your Expatriate Assignment has ended.

As a participant in the Citi Expatriate Program, you will be eligible for the following benefits, subject to the applicable terms and conditions described in detail in the Expatriate Handbook:

Annual home leave ticket to designated country
Housing and utilities allowance
     
Destination service assistance
Household goods shipment and transit insurance
Excess baggage of US$500 per person (each way)
Moving allowance
Final transportation
Pre-assignment medical examinations/inoculations
Goods & Services differential (if applicable)
Pre-assignment trip (house hunting)
Home country permanent storage
 Lease break on sending country property
School visitation trips (Economy-class)
 Tax equalization/tax protection and tax preparation services
Temporary living in assignment location
 

To cover any difference in the cost of goods and services between Hong Kong and New York, you may receive a monthly Goods and Services (G&S) differential payment. The amount of this payment can change monthly depending on inflation, foreign exchange rates, family size, and salary (capped at HK$ 1,165,000 ). It is paid only if the cost of goods and services in New York, as determined by our outside consultant, exceeds the costs in Hong Kong. You acknowledge that receipt of a G&S differential payment in one month is not a guarantee that you will receive a G&S differential payment in the same amount (or any amount) in any subsequent month.

Your housing and utility allowance will be paid monthly, beginning with the month in which you occupy expatriate housing. This housing and utility allowance replaces the housing benefit described in your Employment Agreement, which benefit is suspended while you reside in the United States under your Expatriate Assignment. The initial amount of your allowance is based on your current job level and family size (which includes only those dependents who accompany you on Expatriate Assignment) and is limited to an amount determined for your assignment country. The housing and utilities allowance is subject to periodic reviews and may change based upon survey data provided by an independent consultant, or upon changes in your family. You agree to notify Citi promptly of any changes in your family status or if any accompanying family members cease to live with you full-time in the assignment country. You agree that you will be solely responsible for any rental and utility costs in excess of the housing and utilities allowance. We encourage you not to purchase a home in the assignment location while on Expatriate Assignment as you will forfeit your housing and utility allowance benefit if and when you do.

As an initial moving allowance, you will receive a one-time lump-sum payment of HK$ 77,560 to cover some of your incidental moving expenses.

EXPATRIATE HANDBOOK

All of the benefits, allowances, and policies referred to in this letter are subject to the terms, conditions and limitations set forth in the Expatriate Handbook, as it may be modified from time to time. Please note that your participation in the Citi Expatriate Program and entitlement to these benefits is subject to your satisfactory





performance of certain responsibilities in connection with the administration of these benefits, especially your obligations to submit reimbursement requests within certain deadlines, to provide timely and effective cooperation in the tax return preparation process, to promptly refund to Citi any overpayments you may receive, to promptly pay any tax equalization balance owed to Citi and to promptly realize and return to Citi the value of certain tax credits and benefits that accrue to you but that rightfully belong to Citi pursuant to the tax equalization policy, as described in the Expatriate Handbook. If you fail to perform any of these obligations, you may lose your eligibility for expatriate benefits, and you may be subject to disciplinary action. By signing this letter and accepting your Expatriate Assignment, you affirm that you have read and that you understand the Expatriate Handbook and that you accept these obligations. You may contact Global Mobility if you have any questions. Contact information can be found under the contact section of the Global Mobility Citi For You site.

The terms and conditions of expatriate benefits and the policies and procedures that make up the Citi Expatriate Program may change. The Expatriate Handbook will be updated from time to time to reflect such changes or to clarify certain matters. The most recent version of the Expatriate Program Handbook will be available on the Global Mobility Citi For You site.
 
If a benefit specified above as applying to you is eliminated entirely from the Citi Expatriate Program, you will remain eligible for such benefit until the conclusion of your Expatriate Assignment, as provided in the most recent version of the Expatriate Handbook prior to its elimination, but subject to modification in the ordinary course of business. Unless you are notified otherwise, you will be eligible for any benefits added in subsequent editions of the Expatriate Handbook, subject to the terms and conditions described therein.

TAX MATTERS AND EXPATRIATE RESPONSIBILITIES

During your Expatriate Assignment, you will be tax equalized to Hong Kong. The tax equalization policy and the expatriate benefits you will receive are designed with the intent that your out-of-pocket costs for certain living expenses while on Expatriate Assignment, including income taxes, will be similar to what you would have paid had you been or remained an employee under local terms and conditions in your compensation country. To ensure the fair and equitable administration of the Citi Expatriate Program, you agree to follow the procedures and policies outlined in the Expatriate Handbook, and specifically, to assume the following responsibilities:

Actual and Hypothetical Taxes
As provided in the Expatriate Handbook, as part of the tax equalization process, Citi will pay all income taxes to all taxing jurisdictions on total Citi compensation (and taxable expatriate allowances, reimbursements and benefits) paid during your Expatriate Assignment. During this same period, Citi will deduct hypothetical taxes from your expatriate salary each month, and from any incentive compensation, including cash bonuses, performance share units, deferred cash awards and equity compensation that is paid to you during your Expatriate Assignment. You will be responsible for paying hypothetical tax to Citi in cash on any income from Citi equity awards during your Expatriate Assignment ( e.g. , stock option exercise gains and the value of stock awards at vesting) to the extent the amount of hypothetical tax due on such income may not be deducted in shares. Payment of hypothetical tax on income from Citi equity awards will be due immediately at the time of the relevant transaction, and if provision for immediate payment in full is not made, your equity award transaction or your rights to the award may be cancelled.

Hypothetical taxes, calculated on your Citi compensation (including equity compensation), will be based on Hong Kong income tax law in effect at the time each item of Citi compensation is paid to you, as determined by Citi and its tax and legal advisors. By accepting your Expatriate Assignment, you agree to pay hypothetical





tax in accordance with the tax equalization policy. You acknowledge that your hypothetical tax obligation to Citi may exceed the amount of actual tax you would pay on the same income were you not subject to the tax equalization policy.

You will be responsible for all actual taxes due on any non-Citi income, but, as more fully explained in the Expatriate Handbook, you may claim a limited right to tax protection for non-Citi income that becomes subject to tax in your assignment country. If you receive income from Citi performance share units, equity or deferred cash awards after your Expatriate Assignment has ended but that is subject to tax in a former assignment location, you may also be entitled to a limited tax protection benefit, as more fully described in the Expatriate Handbook.

As more fully described in the Expatriate Handbook, Citi’s expatriate tax preparer, currently PricewaterhouseCoopers (“PwC”), may prepare an annual tax equalization calculation to compare the hypothetical tax withheld from your compensation and paid by you during each year of your Expatriate Assignment to your total hypothetical tax liability for the year on an annualized basis. If the calculation shows a balance owing to you, it will be paid by Citi within 30 days. If the calculation shows a balance owing to Citi, you agree to pay the outstanding hypothetical taxes within 30 days of the date of your final tax reconciliation statement for the year. If you fail to pay by this deadline, you may be subject to disciplinary action.

Filing Tax Returns
You agree to cooperate with PwC in preparing any required income tax returns; including providing PwC with any required information in a timely manner and ensuring that it is complete and accurate in all material respects. You will be liable for any charges, penalties and interest assessed by the taxing authorities as a result of any untimely or inaccurate submissions by you.

Payment of Certain Tax Benefits to Citi
Because Citi will pay your actual tax liabilities on Citi compensation and taxable expatriate allowances, reimbursements and benefits, and the “tax” you pay on such income will be limited to hypothetical tax on Citi compensation, you agree that Citi will be entitled to receive the value of any foreign tax credits or other tax benefits you may claim on your personal tax returns. Citi or PwC will advise you as to any such benefits that may be claimed on your personal tax return and you will be entitled to tax preparation services after your Expatriate Assignment has ended to the extent necessary for you to realize such benefits. As a condition to your Expatriate Assignment, you agree to use your best efforts to realize any such benefits at the earliest possible opportunity and to pay the value of such benefits to Citi within 30 days of the date you file the applicable tax return on which they were utilized, or if sooner, upon your receipt of a corresponding income tax refund. You agree that this obligation may survive the termination of your Expatriate Assignment or your employment by Citi.

EMPLOYEE BENEFITS AND COUNTRIES DEFINED

Generally you will remain eligible for mandatory or government social/welfare programs in your pension country to the extent legally possible, and you will not be eligible for any company or government provided benefits in your assignment country, unless required by law.

Employee Benefits
Throughout your Expatriate Assignment, you will be eligible for the expatriate health and insurance program, which includes medical and dental coverage. Information on your other broad-based expatriate benefits will be provided to you under separate cover. During your Expatriate Assignment, you will not be eligible for local





employee benefit programs in Hong Kong, except for retirement plans (to the extent permitted or required under the terms of the Expatriate Program).

Countries Defined
Your Expatriate Assignment will typically impact more than one jurisdiction. In order to facilitate the best possible management of expatriate benefits, the countries to which you have a relationship during your Expatriate Assignment are specified as follows:

Your assignment country is the United States and your compensation country is Hong Kong.

Your pension country is Hong Kong. You will continue to be covered under the Employee Choice Retirement Plan (ECRP) and Total & Permanent Disability (TPB) which is the current retirement plan for your pension country for which you are eligible.

Your home leave country is the United Kingdom and is the country to which you and your family may take your annual home leave.

VARIATION OR TERMINATION OF POLICY AND/OR TERMS OF ASSIGNMENT

Citi reserves the right to modify, amend and/or discontinue any of the benefits, policies or other terms and conditions of the expatriate program described in this letter and/or the Expatriate Handbook at any time and from time to time. Citi also maintains, and you acknowledge by signing below, that the place of work is not an essential element of the employment relationship and can be changed by Citi, in its sole discretion.

NOTICE

Your employment may be terminated in accordance with the notice provisions set out in your Employment Agreement.

The benefits described in this letter and Expatriate Handbook, and your participation in the Citi Expatriate Program (except with respect to any rights and obligations that expressly survive termination of your Expatriate Assignment, such as rights to repatriation, reimbursement of expenses or tax protection, if applicable, and any payments that may be owed by you to Citi), will cease on the termination of your Expatriate Assignment.

You should refer to the section of the Expatriate Handbook titled “Conclusion of Expatriate Assignment” for further information on what happens in the event of the termination of your employment (by Citi or by you) during your Expatriate Assignment.

RIGHT OF SET OFF

As a condition of your participation in the Citi Expatriate Program, you agree that any obligation you incur as a participant in the Citi Expatriate Program to pay or refund any amount to Citi (including your obligation to realize and pay to Citi certain tax benefits) will survive the termination of your Expatriate Assignment and the termination of your employment with Citi; that, to the extent permitted by applicable law, any such amounts owed by you may be set off against salary, deferred compensation and incentive awards, or any other amounts owed to you by Citi; and that this right of set off will be in addition to any other legal or equitable remedies that may be available to Citi if amounts owed by you are not timely paid in full. You agree that amounts owed by you to one Citi entity may be set off against amounts payable to you by another Citi entity.






DATA PRIVACY

By signing this letter, you agree that Citi, any affiliated company, and third parties may, in connection with your employment and/or your Expatriate Assignment (during and after termination), process personal data (including sensitive personal data) for the purposes of managing your employment and assignment arrangements (for example, for the provision of benefits to you), for compliance with legal and regulatory obligations (including, but not limited to, the prevention and detection of crime and anti-terrorism), for the purpose of Citi’s business or other legitimate interests or as otherwise required or permitted by law or regulation. Because of the international nature of an expatriate assignment, your personal data will, subject to applicable law, be transferred to other countries for the purposes of managing your Expatriate Assignment. This means that personal data will be transferred to countries, particularly the United States, where Citi’s data servers are located. Each country provides different standards of legal protection of personal data.

REPAYMENT AGREEMENT

If your employment with Citi or one of its subsidiaries or their affiliates (jointly and severally “Citi”) terminates for any reason within 12 months after the start date of your Expatriate Assignment, other than if your employment is involuntarily terminated because of (a) a staff reduction or realignment of the work force causing elimination of your position, (b) a significant reduction, change or elimination of the need for specialized skills, (c) a relocation or dissolution of business, (d) the sale of any portion of a business if you are not offered a position by the acquiring organization at substantially the same salary rate, or (e) a schedule change that results in a loss of eligibility for benefits or a change in employment status from full-time to part-time (or vice-versa), you agree to repay the gross amount of all of the relocation expenses paid or reimbursed by Citi to you or on your behalf in accordance with the Citi Expatriate Program (your “Relocation Expenses”). For the avoidance of doubt, “gross amount” of your Relocation Expenses means the amount of each relocation benefit paid or reimbursed by Citi to you or on your behalf, plus the actual tax liability on such amounts paid or payable on your behalf by Citi pursuant to the tax equalization policy.

You understand and voluntarily agree that the gross amount of any Relocation Expenses that you owe Citi may be deducted from any amounts or wages owed to you by Citi upon the termination of your employment, to the extent permitted by applicable law. If these deductions are insufficient to reimburse Citi fully, you will remain liable for the balance of such Relocation Expenses and agree to pay Citi that balance within three months after your termination date.






SIGNATURE

Please sign and date two copies of this letter and return one copy to me and retain the other copy for your records. By signing below, you agree to the terms and condition and to abide by the policies of the Citi Expatriate Program and your Expatriate Assignment as summarized and set forth in this letter and the Expatriate Handbook, which you acknowledge that you have read and understood.

I wish you much success in your new assignment.

Sincerely,

/s/ Heather Cummo                  Date: 6/17/2015
Heather Cummo
Global Mobility Coordinator


Accepted by:     /s/ Stephen Bird         Date: 22/6/2015

Attachment:     Expatriate Pay Statement Estimate






 
EXPATRIATE PAY STATEMENT ESTIMATE
 
 
 
 
 
NAME:
Stephen Bird
GEID:
 
HOME LOCATION:
Hong Kong
HOST LOCATION:
New York
MARITAL STATUS:
Married
LIVING AT POST:
 
STAFF TYPE:
Program A
TAX EXEMPTIONS:
 
LEVEL:
MD
HARDSHIP ALLOW%:
0
HOST TO HOME FX RATE:
0.12902726
JOB GRADE:
6

This is a preliminary salary worksheet.  It provides an estimate of your compensation and allowances under the expatriate program.  This statement is an estimate of net pay.  It includes medical and dental voluntary deductions. Allowances fluctuate based on various conditions, including exchange rates.  For additional details, please refer to the Expatriate Handbook.                            
 
 
Monthly (HKD)
Annual (HKD)
Monthly (USD)
Annual (USD)
COMPENSATION
BASE SALARY
323,160.25
3,877,923.00
$41,696.48
$500,357.78
ALLOWANCES
HOUSING ALLOWANCE
93,003.60
1,116,043.20
$12,000.00
$144,000.00
 
UTILITY ALLOWANCE
5,812.73
69,752.70
$750.00
$9,000.01
 
GOODS & SVC ALLOWANCE
7,694.40
92,332.80
$992.79
$11,913.45
PRE-TAX DEDUCTIONS
MEDICAL CONTRIBUTION
-3,617.25
-43,407.00
-$466.72
-$5,600.69
 
DENTAL CONTRIBUTION
-113.75
-1,365.00
-$14.68
-$176.12
HYPO TAX PAID BY EMPLOYEE
HYPO FEDERAL - HONG KONG
-46,967.24
-563,606.88
-$6,060.05
-$72,720.65
 
 
 
 
 
 
 
 
 
 
 
 
NET PAY
 
378,972.74
4,547,672.88
$48,897.81
$586,773.77

Below is a brief summary of expatriate eligible allowances:                                       

Housing Allowance:  Citi will contribute towards the cost of housing in the assignment country up to housing allowance limits established in the assignment location. They are based on job level/position and family size at the assignment location. Your housing allowance limit is 12,000.00 /month (amount in local currency).

Utility Allowance:  You will be reimbursed for utilities expenses such as water, gas, electricity and home heating fuel separately, up to a limit established for the host country. In locations where an established utility allowance does not exist, actuals will be reimbursed per policy. Consult with your Assignment Country Mobility Coordinator for additional details. Your utility allowance limit is 750.00 /month (amount in local currency).                                             

Goods and Services (G&S) Allowance:  When everyday living costs are higher in the assignment location than in the compensation country, Citi will pay a G&S differential. This is based on spendable income up to a predetermined maximum annual base salary, actual family size (up to a maximum of six eligible family members including Expatriate), expatriate living costs in the assignment location, and exchange rates.
Index:
123.37
Family Size:
 
Exchange Rate:
0.1290272
Spendable:
474,392.65
 



Moving Allowance:  A lump-sum net moving allowance of HKD 77,560.00 will be credited to your account once you have                                                 
started your expatriate assignment.                                                                                      

Wednesday, June 17, 2015


____ PSU FORM OF AWARD AGREEMENT



Citigroup Inc.
Performance Share Unit Award Agreement
Summary

Citigroup Inc. (“ Citigroup ”) hereby grants to {NAME} (the “ Participant ”) the performance share unit award summarized below pursuant to the terms of the Discretionary Incentive and Retention Award Plan, as amended and restated effective January 1, 2015 (“ DIRAP ”). The terms, conditions and restrictions of your award are contained in this Award Agreement, including the attached Terms and Conditions (together, the “ Agreement ”).

For the award to be effective, you must accept below acknowledging that you have received and read this Agreement, including the Appendix. If you do not formally accept the terms and conditions of your award within the time period prescribed by Citigroup, the award summarized below will be withdrawn and cancelled.

Summary of Participant’s Performance Share Unit Award (the “ Award ”)

Award Date
[Date]
Target Award (the “ Target Award ”)
[Number] Performance Share Units (“PSUs”)
Vesting Dates (and percentage vesting), (each, a “ Vesting Date ”)
________ __, 20__ (33 1/3%) 1
________ __, 20__ (33 1/3%)
________ __, 20__ (33 1/3%)

Acceptance and Agreement by Participant. I hereby accept the Award described above, and agree to be bound by the terms, conditions and restrictions of such award as set forth in this Agreement (which includes the attached Terms and Conditions), acknowledging hereby that I have read and that I understand such document, and Citigroup’s policies, as in effect from time to time, relating to the administration of Citigroup’s incentive compensation programs.


CITIGROUP INC.    PARTICIPANT'S ACCEPTANCE:



By: ________________________    __________________________
[Name]    Name:
[Title]    GEID:








_______________

1  
The vesting dates included in award agreements for the Awards granted on February 16, 2016 were January 20, 2017, January 20, 2018, and January 20, 2019. The vesting schedule presented in this form of Award Agreement is indicative and may vary from year to year.


    



CITIGROUP INC.
PERFORMANCE SHARE UNIT AWARD AGREEMENT
TERMS AND CONDITIONS

The Terms and Conditions below constitute part of this Agreement and relate to the Award described on the Award Summary. Except as otherwise provided herein, the “ Company ” means Citigroup and its consolidated subsidiaries. The “ Committee ” means the Personnel and Compensation Committee of the Citigroup Board of Directors or any person acting with authority delegated from such Committee.

1.    Participant Acknowledgements. By accepting the Award, Participant acknowledges that:

(a) Participant has read and understands these Terms and Conditions. Participant acknowledges that the official language of these documents is English.

(b) Participant understands that the Award and all other incentive awards are entirely discretionary. Participant acknowledges that, absent a prior written agreement to the contrary, he has no right to receive the Award, or any incentive award, that receipt of the Award or any other incentive award is neither an indication nor a guarantee that an incentive award of any type or amount will be made in the future, and that the Company is free to change its practices and policies regarding incentive awards at any time in its sole discretion.

(c) Because the Award is intended to promote employee retention, among other interests, the Award will be cancelled if performance and vesting conditions set forth herein are not satisfied or if a clawback provision is applied. The Award is a forward-looking award that delivers value only to the extent that performance goals and conditions are attained and specified service conditions are satisfied.

(d) Any actual, anticipated, or estimated financial benefit to Participant from the Award (or any other incentive award) is not and will not be deemed to be a normal or an integral part of Participant’s regular or expected salary or compensation from employment for any purpose. Participant hereby agrees that neither the Award nor any amounts payable in respect of the Award will be considered when calculating any statutory, common law or other employment-related payment to Participant, including any severance, resignation, termination, redundancy, end-of-service, bonus, long-service awards, pension, superannuation or retirement or welfare or similar payments, benefits or entitlements.

(e) The value that may be realized from the Award, if any, is contingent and depends on the future market price of Citigroup stock, among other factors. Any monetary value assigned to the Award in any communication is contingent, hypothetical, and for illustrative purposes only and does not express or imply any promise or intent by the Company to deliver, directly or indirectly, any certain or determinable cash value to Participant.

(f) The Award is an unsecured general obligation of Citigroup and, until paid in accordance with its terms, is subject to the claims of Citigroup’s creditors. The currency in which Participant’s Award is denominated and/or paid and any required tax withholding and reporting will be in accordance with Citigroup’s policies, as in effect from time to time, relating to the administration of Citigroup’s incentive compensation programs (including Citigroup’s policies with respect to this Award).

(g) The Award does not confer any shareholder rights of any kind. The Award is not an equity security of Citigroup, and as such, Participant has no shareholder rights derived from the Award. The Award does not confer any voting rights or rights to dividends at any time, and all value attributable to the Award including the amount equal to cash dividends referenced herein is compensation.
 
2.
Performance Share Units.
 
 
(a)    General. The value of each PSU corresponds to one share of Citigroup common stock; however, PSUs are deliverable only in cash. The portion, if any, of Participant’s Target Award that will be earned is based on the Company’s performance against the performance measure set forth in this Section 2, the Award’s vesting conditions, and the other terms and conditions of this Agreement.
(b)      Relative Total Shareholder Return.     

2



(i)          Performance Grid. Participant’s Award will be earned based on the TSR, as defined herein, on shares of Citigroup common stock as compared to the TSRs of the Comparison Group during the Performance Period. The number of PSUs earned based on relative TSR (subject to vesting and the other terms and conditions of the Award) will be determined by multiplying the number of PSUs representing Participant’s Target Award by a percentage determined as follows 2 :

Relative TSR (Percentile) of Citigroup
Percentage of Target Award Earned Based
on Relative TSR
Lower than 25 th  
Entire Award is cancelled under Section 2(d)
25 th or lower
0%
50 th
100%
75 th  or higher
150%
(ii)      Determination of Percentiles. After the end of the Performance Period, the Committee will rank each member of the Comparison Group according to TSR. The 75 th Percentile TSR is the average TSR of the second and third highest TSRs in the Comparison Group; the 50 th Percentile TSR is the average TSR of the fourth and fifth highest TSRs in the Comparison Group; and the 25th Percentile TSR is the average TSR of the sixth and seventh highest TSRs in the Comparison Group. Citigroup’s TSR will then be compared to TSRs of the Comparison Group. This approach to determining percentiles may be equitably adjusted by the Committee if there is a change in the number of companies in the Comparison Group. 3  
(iii)      Interpolation. If the relative TSR is between the thresholds in the table in Section 2(b)(i) above, the number of PSUs earned by Participant based on relative TSR will be determined by straight-line interpolation.





















_______________
2  
The performance grid presented in this form of award agreement was used for the Awards granted on February 16, 2016. The performance grid may vary from year to year. The performance grid applicable to any Award will be disclosed in Citigroup’s annual proxy statement reporting on compensation for the year for which the Award was granted.
3  
This paragraph describes the methodology for determining relative TSR percentile of Citigroup and the other members of the Comparison Group in the form of award agreement used for the Awards granted on February 16, 2016. As the composition of the Comparison Group may vary from year to year, see footnote 4 below, the methodology for determining relative TSR of Citigroup and the other members of the Comparison Group may be adjusted from year to year to reflect the number of entities in the Comparison Group.

3



(iv)      Defined Terms. For purposes of this Agreement:
Adjusted Value of Reinvested Dividends ” means the product of A and B divided by C, where “A” is equal to the sum of all dividends paid on the applicable class of common stock during the Performance Period assuming dividend reinvestment through the last trading day of the Performance Period, “B” is the average of the closing prices on the Applicable Exchange on the twenty (20) trading days ending on the last day in the Performance Period, and “C” is the closing price of the applicable class of common stock on the Applicable Exchange on the last trading day of the Performance Period.
Applicable Exchange ” means the Frankfurt Stock Exchange for Deutsche Bank AG, the London Stock Exchange for Barclays plc and HSBC Holdings plc, and the New York Stock Exchange for all other members of the Comparison Group and Citigroup.
Comparison Group ” means the shares of common stock regularly traded on the Applicable Exchange (under the symbol listed below next to the company’s name) of each of the companies listed below 4 :

Bank of America Corporation (NYSE: BAC)
Barclays plc (LSE: BARC)
Deutsche Bank AG (FWB: DBK)
The Goldman Sachs Group, Inc. (NYSE: GS)
HSBC Holdings plc (LSE: HSBA)
JPMorgan Chase & Co. (NYSE: JPM)
Morgan Stanley (NYSE: MS)
Wells Fargo & Company (NYSE: WFC)
In the event that any member of the Comparison Group is involved in any event that results in such member ceasing to be traded on the Applicable Exchange at any time during the Performance Period, then such entity may be removed by the Committee as a member of the Comparison Group and the determination of the relative TSR (percentile) of Citigroup will be adjusted accordingly.

Performance Period ” means__________ __, 20__ through ________ __, 20__. 5

TSR ” for Citigroup or any member of the Comparison Group will be expressed as a percentage determined by dividing: (A) (1) the average of the closing prices on the Applicable Exchange on the twenty (20) trading days ending on the last day in the Performance Period of the shares of common stock of such company regularly traded on the Applicable Exchange (under the symbol, for each Peer Company, listed next to the company’s name in the definition of “Comparison Group” above) plus (2) the amount of the Adjusted Value of Reinvested Dividends of the applicable class of common stock, minus (3) the average of the closing prices on the Applicable Exchange on the twenty (20) trading days immediately preceding the first day of the Performance Period, by (B) the average of the closing prices on the Applicable Exchange on the twenty (20) trading days immediately preceding the first day of the Performance Period. Percentages will not be adjusted for changes in currency exchange rates during the Performance Period or any other period, and will be equitably adjusted to account for changes in capital structure or other events as provided in Section 9.

(v)    Example. Appendix A hereto provides an example of the calculation of relative TSR for purposes of this Agreement.
(c)      Cap on Awards for Negative TSR during the Performance Period. Notwithstanding any provision of this Agreement to the contrary, if the Committee determines that Citigroup’s TSR for the Performance Period is negative, the number of PSUs earned by Participant will not exceed the number of PSUs in Participant’s Target Award shown on the Award Summary.

______________

4  
The Comparison Group presented in this form of award agreement was used for the Awards granted on February 16, 2016. The composition of the Comparison Group may vary from year to year. The entities constituting the Comparison Group applicable to any Award will be disclosed in Citigroup’s annual proxy statement reporting on compensation for the year for which the Award was granted.
5  
The Performance Period will be a minimum of three calendar years. (The Performance Period for the Awards granted on February 16, 2016 is January 1, 2016 through December 31, 2018.)

4



(d)      Conversion of Vested Earned PSUs to Cash. After the end of the Performance Period, the Committee will determine the percentage of the Target Award PSUs that have been earned by the Participant during the Performance Period pursuant to Section 2(b). The Committee will then multiply the percentage determined pursuant to the performance grid in Section 2(b) by the allocable number of Target Award PSUs (the “ Earned Award ”), to derive a number of PSUs constituting the Earned Award. After Participant’s final Vesting Date as set forth in the Award Summary, the Committee will then determine the extent to which Participant has vested in his Earned Award, determined after applying the provisions of Section 3 and Section 4 hereof. On or as promptly administratively practicable after February__, 20__ 6 (the “ Award Payment Date ”), Participant will receive a cash payment equal to (i) the number of PSUs in Participant’s vested Earned Award multiplied by the average of the closing prices of Citigroup common stock on the NYSE for the twenty (20) trading days immediately preceding Participant’s final Vesting Date, plus (ii) (A) the number of PSUs in Participant’s vested Earned Award multiplied by (B) an amount equal to the sum of all cash dividends (regular and special) paid on a share of Citigroup common stock after ___________, __, 20__ 7 and on or before the Award Payment Date.

(e)     Committee Authority. The Committee has exclusive and binding authority to make all determinations relating to the determination of relative TSR and the other provisions of the Agreement, to interpret the Agreement, to make all legal and factual determinations relating to the Award, and to determine all questions arising in the administration of the Award and the Agreement, including, without limitation, the reconciliation of any inconsistent provisions, the resolution of ambiguities, the correction of any defects, and the supplying of omissions. Each interpretation, determination or other action made or taken by the Committee will be final and binding on all persons. To the extent permitted by applicable law, the Committee may delegate to one or more employees of the Company some or all of its authority over the administration of the Award. Such delegation need not be in writing.

     (f)    Award Suspension. Notwithstanding anything in this Agreement to the contrary, the Committee will suspend the vesting and/or payment of an Award pending an investigation into whether there are circumstances that would prevent an Award from vesting under the general vesting conditions or subject the Award to forfeiture pursuant to the General or Citi Clawbacks. Notwithstanding anything in this Section 2 to the contrary, if it is subsequently determined (whether following an investigation or otherwise) that vesting conditions were in fact not satisfied and that an Award should not have been paid or vested, Participant will be obligated, pursuant to Section 6 of this Agreement, to return or repay to the Company any improperly vested amounts.

3.    Termination of Employment and Other Changes in Status. If Participant’s employment with the Company terminates or is interrupted before the final Vesting Date set forth in the Award Summary, or if Participant’s status changes under the circumstances described below, Participant’s rights with respect to the Award will be affected as provided in this Section 3. Participant’s vested status determines the percentage of the Earned Award he is eligible to receive after the end of the Performance Period. In all cases, a vested Award will be delivered only after the end of the Performance Period, after the Committee determines Participant’s Earned Award. If Participant’s employment with the Company terminates for any reason not described below, the Award will be cancelled.











_______________
6  
Insert the last business day in February first following the end of the Performance Period. (The date included for the Awards granted on February 16, 2016 was February 28, 2019.)
7  
Insert the day immediately preceding the first day of the Performance Period. (The date included for the Awards granted on February 16, 2016 was December 31, 2015.)


5



(a)    Voluntary Resignation. If Participant voluntarily terminates his employment with the Company and at such time does not satisfy the conditions of Section 3(j) or (k) below, vesting of the Award will cease on the date Participant’s employment is so terminated; the unvested portion of the Award will be cancelled and Participant will retain his rights in the portion of the Award that has vested as of Participant’s termination date subject to all other provisions of this Agreement. For purposes of this Agreement, a termination of employment by Participant that is claimed to be a “constructive discharge” (or similar claim) will be treated as a voluntary termination of employment, unless otherwise required by law.

(b)    Disability. The Award will continue to vest on schedule subject to all other provisions of this Agreement during Participant’s approved disability leave pursuant to a Company disability policy. If Participant’s approved disability leave ends with a termination of Participant’s employment by the Company because Participant can no longer perform the essential elements of his or her job, the unvested portion of the Award will continue to vest on schedule subject to all other provisions of this Agreement.

(c)    Approved Personal Leave of Absence (Non-Statutory Leave).

(i)     The Award will continue to vest on schedule subject to all other provisions of this Agreement during the first six months of Participant’s personal leave of absence that was approved by the Company in accordance with the leave of absence policies applicable to Participant (an “ approved personal leave of absence ”). The unvested portion of the Award will be cancelled as soon as the approved personal leave of absence has exceeded six months, except as provided in paragraph (ii) below.

(ii)     If Participant’s employment terminates for any reason during the first six months of an approved personal leave of absence, the Award will be treated as described in the applicable provision of this Section 3. If Participant satisfies the conditions of Section 3(k) before the approved personal leave of absence exceeds six months, the unvested portion of the Award will continue to vest on schedule subject to Section 3(k), as applicable.

(d)    Statutory Leave of Absence. The unvested portion of the Award will continue to vest on schedule subject to all other provisions of this Agreement during a leave of absence that is approved by the Company, is provided by applicable law and is taken in accordance with such law and applicable Company policy (a “ statutory leave of absence ”). If Participant’s employment terminates for any reason during a statutory leave of absence, the Award will be treated as described in the applicable provision of this Section 3. If Participant satisfies the conditions of Section 3(k) during a statutory leave of absence, the unvested portion of the Award will continue to vest on schedule, subject to Section 3(k).

(e)    Death. If Participant’s employment terminates by reason of Participant’s death or if Participant dies following a termination of his employment during the Performance Period while he is continuing to vest in his Award, the unvested portion of the Award will continue to vest on schedule subject to all other provisions of this Agreement, and the Award will be paid to Participant’s estate after the Earned Award has been determined in 20___ 8 ; provided, however, that if the performance vesting condition or clawback provisions described in Section 4 have been triggered by circumstances existing at any time prior to the time the Award becomes an Earned Award, Participant’s Award will be reduced or cancelled accordingly.

(f)    Involuntary Termination for Gross Misconduct. If the Company terminates Participant’s employment because of Participant’s “gross misconduct” (as defined below) before the Award becomes an Earned Award, the Award, including any vested portion of the Award, will be cancelled as of the date Participant’s employment is terminated and Participant will have no further rights of any kind with respect to the Award. For purposes of this Agreement, “ gross misconduct ” means any conduct that is determined by the Committee, in its sole discretion, (i) to be in competition during employment by the Company with the Company’s business operations, (ii) to be in breach of any obligation that Participant owes to the Company or Participant’s duty of loyalty to the Company, (iii) to be materially injurious to the Company, or (iv) to otherwise constitute gross misconduct under the Company’s guidelines.

_______________
8  
Insert either the year in which the Performance Period ends or the next year after the end of the Performance Period, depending on when the Earned Award will be determined. (The year included in the award agreements for the Awards granted on February 16, 2016 was 2019.)


6



(g)    Involuntary Termination Other than for Gross Misconduct. If Participant’s employment is terminated by the Company involuntarily other than for gross misconduct, including under a reduction in force or job discontinuance program, the unvested portion of the Award will continue to vest on schedule subject to all other provisions of this Agreement.

(h)    Transfer to Non-Participating Subsidiary. If Participant transfers to a subsidiary that is a member of the “controlled group” of Citigroup (as defined below), any unvested portion of the Award will continue to vest on schedule subject to all other provisions of this Agreement. If Participant transfers to a subsidiary that is not a member of the “controlled group” of Citigroup (as defined below), the provisions of Section 3(g) will apply to the Award. For purposes of this Agreement, “ controlled group ” has the meaning set forth in Treas. Reg. § 1.409A-1(h)(3).

(i)    Employing Company is Acquired by Another Entity (Change in Control). If Participant is employed by a company or other legal entity other than Citigroup where Citigroup ceases to own, directly or indirectly, at least 50% of the voting power or value of the equity of the employing entity, the unvested portion of the Award will continue to vest on schedule subject to all other provisions of this Agreement. A change in control of Citigroup Inc., as defined in the 2014 Stock Incentive Plan, in any successor stock incentive plan, or otherwise, will not cause the Award to vest or otherwise affect the vesting of the Award (although, for the avoidance of doubt, the relative TSR percentiles may be equitably adjusted pursuant to Section 9(b) hereof).

(j)    Voluntary Resignation to Pursue Alternative Career. If Participant has not met the conditions of Section 3(k), and Participant voluntarily resigns from his or her employment with the Company to work in a full-time paid career (i) in government service, (ii) for a bona fide charitable institution, or (iii) as a teacher at a bona fide educational institution, and/or otherwise satisfies the alternative or additional requirements (including written management approvals) that may be imposed by then applicable guidelines adopted for the purposes of administering this provision (an “ alternative career ”), any unvested portion of the Award will continue to vest on schedule subject to all other provisions of this Agreement and the applicable guidelines (or until such earlier date on which Section 3(e) applies); provided that in the event of resignations described in Sections 3(j)(ii) and (iii), Participant remains continuously employed in the alternative career (or a new alternative career) until each scheduled Vesting Date and Participant provides by each subsequent Vesting Date, if requested by the Company, a written certification of compliance with the Company’s alternative career guidelines, in a form satisfactory to the Company. If an acceptable certification is not provided by the relevant Vesting Date, any unvested portion of the Award will be cancelled.

(k)    Satisfying the “Rule of 60.” If Participant (i) is at least age 50 and has completed at least five full years of service with the Company and Participant’s age plus the number of full years of service with the Company equals at least 60, or (ii) Participant is under age 50, but has completed at least 20 full years of service with the Company and Participant’s age plus the number of full years of service with the Company equals at least 60 (the “ Rule of 60 ”), the unvested portion of the Award will continue to vest on schedule subject to all other provisions of this Agreement, provided that if Participant has voluntarily terminated his employment, Participant is not, at any time up to and including each scheduled Vesting Date (or until such earlier date on which Section 3(e) applies), employed by a Significant Competitor of the Company (as defined in Section 3(l) below). Participant’s age and years of service will each be rounded down to the nearest whole number when determining whether the Rule of 60 has been attained.

(l)    Definition of “Significant Competitor;” Certification of Compliance.

(i)     For purposes of this Agreement, a “ Significant Competitor ” of the Company means any company or other entity designated by the Committee as such and included on a list of Significant Competitors that will be made available to Participant and which may be updated by the Company from time to time in its discretion. For purposes of this Section 3(l), “Company” means Citigroup and any of its subsidiaries.

(ii)     Whenever the Award continues to vest pursuant to Section 3(k) following a termination of employment, the vesting of the Award will be conditioned upon Participant’s providing by each subsequent Vesting Date, if requested by the Company, a written certification that Participant has not been employed by a Significant Competitor in a form satisfactory to the Company. The list of Significant Competitors in effect at the time Participant terminates employment with the Company will apply to such certification. If an acceptable certification is not provided by the relevant Vesting Date, vesting of the Award will cease as of the date that is

7



immediately prior to the Vesting Date, the Award will be cancelled, and Participant will have no further rights of any kind with respect to the Award.
    
(m)      Suspension of Employment. If the Company suspends Participant’s employment (with or without pay) during an investigation, then all vesting of an Award will likewise be suspended pending the outcome of the investigation. If Participant’s employment terminates for any reason during or after such investigation, then the termination of employment will, for purposes of an Award and vesting related thereto, be effective as of the date of the suspension.

4.    Other Vesting Conditions and Clawbacks. In addition to the time-based vesting schedule set forth in the Award Summary, the Award is subject to the additional vesting and clawback conditions set forth below, which may result in the reduction or cancellation of the Award prior to the time the Award becomes an Earned Award. The performance vesting and clawback conditions described in this Section 4 do not change during the performance period of the Award, regardless of Participant’s status as an active or terminated employee or other change in employment status.

(a) Performance Vesting Condition. The Committee may cancel all or a portion of the Award (including a Vested Award) prior to the time it becomes an Earned Award if it determines, in its sole discretion, that Participant has had significant responsibility for a material adverse outcome for Citigroup or any of its businesses or functions. The Committee will have the exclusive discretionary authority to determine and define “significant responsibility” and “material adverse outcome.”
(b) General Clawback. Participant’s Award will be subject to the following clawback condition (the “ General Clawback ”). The Committee may cancel all or a portion of the Award prior to the time the Award becomes an Earned Award if it determines, in its sole discretion, that (i) Participant engaged in behavior constituting misconduct or exercised materially imprudent judgment that caused harm to any of the Company’s business operations, or that resulted or could result in regulatory sanctions (whether or not formalized), (ii) failed to supervise or monitor individuals engaging in, or failed to properly escalate behavior constituting, misconduct (whether or not gross misconduct) in accordance with the Company’s policies regarding the reporting of misconduct, or who exercised materially imprudent judgment that caused harm to any of the Company’s business operations, or (iii) failed to supervise or monitor individuals engaging in, or failed to properly escalate, behavior that resulted or could result in regulatory sanctions (whether or not formalized).
(c) Citi Clawback. The Committee will cancel all or a portion of the Award prior to the time the Award becomes an Earned Award if it determines, in its sole discretion, that: (i) Participant received the Award based on materially inaccurate publicly reported financial statements; (ii) Participant knowingly engaged in providing materially inaccurate information relating to publicly reported financial statements; (iii) Participant materially violated any risk limits established or revised by senior management and/or risk management; or (iv) Participant engaged in gross misconduct (the “ Citi Clawback ”).
(d) Additional Conditions. Vesting and payment of an Award are subject to receipt of the information necessary to make required tax payments and confirmation by Citigroup that all applicable conditions to vesting and payment have been satisfied. All payments pursuant to the Award will be net of any amounts withheld for taxes.

5.    Transferability.

(a)    Transfers by Participant. The Award may not be sold, pledged, hypothecated, assigned, margined or otherwise transferred, other than by will or the laws of descent and distribution, and neither the Award nor any interest or right therein will be subject to the debts, contracts or engagements of Participant or his successors in interest or will be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law, by judgment, lien, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy or divorce), and any attempted disposition thereof will be null and void, of no effect, and not binding on the Company in any way. Participant agrees that any purported transfer will be null and void, and will constitute a breach of this Agreement causing damage to the Company for which the remedy will be cancellation of the Award. During Participant’s lifetime, all rights with respect to the Award will be exercisable only by Participant, and any and all payments in respect of the Award will be to Participant only. The Company will be under no obligation to entertain, investigate, respect, preserve, protect or enforce any actual or

8



purported rights or interests asserted by any creditor of Participant or any other third party in the Award, and Participant agrees to take all reasonable measures to protect the Company against any such claims being asserted in respect of Participant’s Award and to reimburse the Company for any and all reasonable expenses it incurs defending against or complying with any such third-party claims if Participant could have reasonably acted to prevent such claims from being asserted against the Company.

(b)      Transfers by the Company. Citigroup may assign the legal obligation to pay Participant’s vested Earned Award to Participant’s employer without the consent of Participant.

6.     Repayment Obligations and Right of Set-Off.

(a)      Repayment Obligations. If the Committee determines that all conditions to vesting and payment of the Award (or any portion thereof) were not satisfied in full, the Committee will cancel such vesting and immediately terminate Participant’s rights with respect to such Award (or improperly vested portion thereof). If any such Award (or improperly vested portion thereof) has already been paid, Participant agrees, upon demand, to pay the Company the amount of any cash paid in settlement of the vesting of such Award (or improperly vested portion thereof), without reduction for any amounts withheld to satisfy withholding tax or other obligations due at the time such payment that is subsequently determined to have been improper was made.

(b)      Right of Set-Off. Participant agrees that the Company may, to the extent determined by the Company to be permitted by applicable law and consistent with the requirements of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), retain for itself funds otherwise payable to Participant pursuant to the Award or any award under any award program administered by Citigroup to offset (i) any amounts paid by the Company to a third party pursuant to any award, judgment, or settlement of a complaint, arbitration, or lawsuit of which Participant was the subject; or (ii) any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, repayment obligations under any award agreement such as those imposed by a clawback provision, or any obligations pursuant to a tax-equalization or housing allowance policy or other expatriate benefit) that Participant owes the Company or its affiliates. The Company may not retain such funds and set-off such obligations or liabilities, as described above, until such time as they would otherwise be payable to Participant in accordance with the Award terms. Only after-tax amounts will be applied to set-off Participant’s obligations and liabilities and Participant will remain liable to pay any amounts that are not thereby satisfied in full.
7.    Consent to Electronic Delivery. In lieu of receiving documents in paper format, Participant hereby agrees, to the fullest extent permitted by law, to accept electronic delivery of any documents that Citigroup may be required to deliver (including, but not limited to, brochures, grant or award notifications and agreements, account statements, and all other forms or communications) in connection with the Award and any other prior or future incentive award or program made or offered by Citigroup or its predecessors or successors. Electronic delivery of a document to Participant may be via a secure internet site to which Participant has access.

8.    Administration. The Award described in this Agreement has been granted subject to the terms of the DIRAP. The Committee and its delegates have the exclusive discretionary authority to make findings of fact, conclusions, and determinations regarding the interpretation of the Agreement or the administration of the Award, and will have the exclusive and final authority to determine all calculations of all Award amounts. The Committee has exclusive authority to establish administrative procedures to implement the terms of the Award, including but not limited to procedures applicable to currency exchange rates, the delivery of the Award in the currency of Participant’s work country or countries, and the administration of the timing of Award delivery. Any such procedure so established will be conclusive and binding on Participant.

9.    Adjustments to Awards.

(a)    Capital Structure. In the event of any change in the capital structure of Citigroup or of a member of the Comparison Group on account of (i) any extraordinary dividend, stock dividend, stock split, reverse stock split or any similar equity restructuring; or (ii) any combination or exchange of equity securities, merger, consolidation, recapitalization, reorganization, divestiture or other distribution (other than ordinary cash dividends) of assets to stockholders, or any other similar event affecting the capital structure of Citigroup or a member of the Comparison Group, to the extent necessary to prevent the enlargement or diminution of the

9



rights of Participant, the Committee will make such appropriate equitable adjustments to the Award (including the determination of TSR), which adjustments will not require the consent of Participant.

(b)      Equitable Adjustments. If an event occurs with respect to the Company or any member of the Comparison Group that renders, in the sole determination of the Committee, the performance measure set forth in Section 2(b) to no longer be appropriate, then the Committee will equitably adjust the calculation of such measure to the extent necessary to carry out the intent of the original terms of the Award (i.e., without excessively enlarging Participant’s rights).

(c)      Modifications. The Committee retains the right to modify the Award if required to comply with applicable law, regulation, or regulatory guidance (including applicable tax law) without the consent of Participant. Citigroup will furnish or make available to Participant a written notice of any modification through a brochure supplement or otherwise, which notice will specify the effective date of such modification. Any other adverse modification not elsewhere described in this Agreement will not be effective without Participant’s written consent.

(d)      Adverse Consequences. Neither the Committee nor Citigroup will be liable to Participant for any additional personal tax or other adverse consequences of any adjustments that are made to the Award.

10.    Taxes and Tax Residency Status.

(a)    Compliance. By accepting the Award, Participant agrees to pay all applicable taxes and to file all required tax returns in all jurisdictions where Participant is subject to tax and/or an income tax filing requirement. To assist Citigroup in achieving full compliance with its obligations under the laws of all relevant taxing jurisdictions, Participant agrees to keep complete and accurate records of his income tax residency status and the number and location of workdays outside his country of income tax residency from the date of the Award until the vesting of the Award. Participant also agrees to provide, upon request, complete and accurate information about his or her tax residency status to Citigroup during such periods, and confirmation of his or her status as a (i) U.S. citizen, (ii) holder of a U.S. green card, or (iii) citizen or legal resident of a country other than the U.S. Participant will be responsible for any tax due, including penalties and interest, arising from any misstatement by Participant regarding such information. The Award will be subject to cancellation if Participant fails to make any such required tax payment.

(b)    Withholding. To the extent the Company is required to withhold tax in any jurisdiction or withholds hypothetical tax under a Citigroup Expatriate Policy, the Company will withhold from the vested portion of the Award to the extent permitted by applicable law and Participant will be paid the net after-tax amount.

(c)      Executive Performance Plan. Any Award to a participant in the 20__ Executive Performance Plan (the “ EPP ”) will be granted subject to the terms of the EPP.

11.    Entire Agreement; No Right to Employment. The DIRAP plan document and this Agreement constitute the entire understanding between the Company and Participant regarding the Award and supersede all previous written, oral, or implied understandings between the parties hereto about the subject matter hereof, including any written or electronic agreement, election form or other communication to, from or between Participant and the Company. Nothing contained herein or in any incentive plan or program documents will confer upon Participant any rights to continued employment or employment in any particular position, at any specific rate of compensation, or for any particular period of time.

12.    Compliance with Regulatory Requirements. The Award is subject to the applicable law (including tax laws) and regulatory guidance in multiple jurisdictions, and will be administered and interpreted consistently with such law and regulatory guidance, including but not limited to Section 409A and Section 457A of the Code.

13.    Section 409A and Section 457A Compliance.

(a)    Tax Liability. Participant understands that as a result of Section 409A and/or Section 457A of the Code, if Participant is a U.S. taxpayer he could be subject to adverse tax consequences if the Award and program documents are not administered in accordance with the requirements of Section 409A or Section

10



457A. Participant further understands that if Participant is a U.S. taxpayer, and the Award is considered to be a “nonqualified deferred compensation plan” and Participant’s employer is considered to be a “nonqualified entity” (as such terms are defined in Section 409A and/or Section 457A of the Code), Participant could be subject to accelerated income recognition or other adverse tax consequences with respect to all or a portion of the Award if Citigroup fails to modify the Award. However, Participant acknowledges that there is no guarantee that the Award, or any amendment or modification thereto, will successfully avoid unintended tax consequences to Participant and that the Company does not accept any liability therefor.

(b)    Specified Employees. This Agreement may not be amended, nor may the Award be administered, to provide for any payment of the Award to occur upon any event that would constitute a “separation from service” (within the meaning of Section 409A of the Code) if Participant is a “specified employee” (within the meaning of Treas. Reg. § 1.409A-1(i)(1)) at the time of such Participant’s “separation from service,” unless it is provided that the distribution or payment will not be made until the date which is six months from such “separation from service,” or, if earlier, the date of Participant’s death and that during such six-month deferral period, Participant will not be entitled to interest, or any compensation for any loss in market value or otherwise which occurs with respect to the Award during such deferral period.

14.     Arbitration; Conflict; Governing Law; Severability.

(a)    Arbitration. Any disputes related to the Award will be resolved by arbitration in accordance with the Company’s arbitration policies. In the absence of an effective arbitration policy, Participant understands and agrees that any dispute related to the Award will be submitted to arbitration in accordance with the rules of the American Arbitration Association. To the maximum extent permitted by law, and except where expressly prohibited by law, arbitration on an individual basis will be the exclusive remedy for any claims that might otherwise be brought on a class, representative or collective basis. Accordingly, Participant may not participate as a class or collective action representative, or as a member of any class, representative or collective action, and will not be entitled to a recovery in a class, representative or collective action in any forum. Any disputes concerning the validity of this class, representative or collective action waiver will be decided by a court of competent jurisdiction, not by an arbitrator.

(b)    Conflict. In the event of a conflict between this Agreement and the DIRAP plan document, the DIRAP plan document will control.

(c)    Governing Law. This Agreement will be governed by the laws of the State of New York (regardless of conflict of laws principles) as to all matters, including, but not limited to, the construction, application, validity and administration of the Company’s incentive award programs.

(d)    Severability. The terms of this Agreement will be deemed severable so that if any of its provisions will be held void, unlawful, or unenforceable under any applicable statute or other controlling law, the remainder of this Agreement will continue in full force and effect, and will be construed and enforced in accordance with the purposes of the DIRAP and the Award as if the illegal or invalid provision did not exist.

15.    Disclosure Regarding Use of Personal Information and Participant’s Consent.

(a)    Definition and Use of “Personal Information.” In connection with the grant of the Award, and any other award under other incentive award programs, and the implementation and administration of any such program, including, without limitation, Participant’s actual participation, or consideration by the Company for potential future participation, in any program at any time, it is or may become necessary for the Company to collect, transfer, use, and hold certain personal information regarding Participant in and/or outside of Participant’s country of employment.

The “ personal information ” that Citigroup may collect, process, store and transfer for the purposes outlined above may include Participant’s name, nationality, citizenship, tax or other residency status, work authorization, date of birth, age, government/tax identification number, passport number, brokerage account information, GEID or other internal identifying information, home address, work address, job and location history, compensation and incentive award information and history, business unit, employing entity, and Participant’s beneficiaries and contact information. Participant may obtain more details regarding the access and use of his personal information, and may correct or update such information, by contacting his human resources representative or local equity coordinator.

11




Use, transfer, storage and processing of personal information, electronically or otherwise, may be in connection with the Company’s internal administration of its incentive award programs, or in connection with tax or other governmental and regulatory compliance activities directly or indirectly related to an incentive award program. For such purposes only, personal information may be used by third parties retained by the Company to assist with the administration and compliance activities of its incentive award programs, and may be transferred by the company that employs (or any company that has employed) Participant from Participant’s country of employment to other Citigroup entities and third parties located in the U.S. and in other countries. Specifically, those parties that may have access to Participant’s information for the purposes described herein include, but are not limited to: (i) human resources personnel responsible for administering the award programs, including local and regional equity award coordinators, and global coordinators located in the U.S.; (ii) Participant’s U.S. broker and equity account administrator and trade facilitator; (iii) Participant’s U.S., regional and local employing entity and business unit management, including Participant’s supervisor and his superiors; (iv) the Committee or its designee, which is responsible for administering the DIRAP and the Award; (v) Citigroup’s technology systems support team (but only to the extent necessary to maintain the proper operation of electronic information systems that support the incentive award programs); and (vi) internal and external legal, tax and accounting advisors (but only to the extent necessary for them to advise the Company on compliance and other issues affecting the incentive award programs in their respective fields of expertise). At all times, Company personnel and third parties will be obligated to maintain the confidentiality of Participant’s personal information except to the extent the Company is required to provide such information to governmental agencies or other parties. Such action will always be undertaken only in accordance with applicable law.

(b)      Participant’s Consent. BY ACCEPTING THE AWARD, PARTICIPANT EXPLICITLY CONSENTS (I) TO THE USE OF PARTICIPANT’S PERSONAL INFORMATION FOR THE PURPOSE OF BEING CONSIDERED FOR PARTICIPATION IN FUTURE EQUITY, DEFERRED CASH OR OTHER AWARD PROGRAMS (TO THE EXTENT HE/SHE IS ELIGIBLE UNDER THE TERMS OF SUCH PLAN OR PROGRAM, AND WITHOUT ANY GUARANTEE THAT ANY AWARD WILL BE MADE); AND (II) TO THE USE, TRANSFER, PROCESSING AND STORAGE, ELECTRONICALLY OR OTHERWISE, OF HIS/HER PERSONAL INFORMATION, AS SUCH USE HAS OCCURRED TO DATE, AND AS SUCH USE MAY OCCUR IN THE FUTURE, IN CONNECTION WITH THIS OR ANY OTHER EQUITY OR OTHER AWARD, AS DESCRIBED ABOVE.

***

12




Appendix A
Example of Determination of Relative TSR


Company
TSR
Citigroup
1.32
Peer 1
1.50
Peer 2
1.40
Peer 3
1.30
Peer 4
1.20
Peer 5
1.10
Peer 6
0.95
Peer 7
0.85
Peer 8
0.75

75 th percentile TSR, defined as the average TSR of 2nd and 3rd ranked peers = 1.35.
50 th percentile TSR, defined as the average TSR of 4th and 5th ranked peers = 1.15.
25 th percentile TSR, defined as the average TSR of 6th and 7th ranked peers = 0.90.


At the 50 th percentile, the result of the relative TSR metric is 100% of Target PSUs.
At the 75 th percentile, the result of the relative TSR metric is 150% of Target PSUs.

Accordingly, as the relative TSR of Citigroup in this example is between the 50 th percentile and the 75 th percentile, straight-line interpolation is used to determine the relative TSR:

1.35 – 1.32 x 100% + 1.32 – 1.15 x 150% = 142.5%
     1.35 – 1.15 1.35 – 1.15






13

Exhibit 12.01

CITIGROUP INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
CALCULATION OF RATIO OF INCOME TO FIXED CHARGES (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Years ended December 31,
March 31,
In millions of dollars, except for ratios
2015
 
2014
 
2013
 
2012
 
2011
 
2016
 
2015
EXCLUDING INTEREST ON DEPOSITS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed Charges
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense (other than interest on deposits)
$
6,869

 
$
7,998

 
$
9,941

 
$
12,922

 
$
15,678

 
$
1,737

 
$
1,702

Interest factor in rent expense
414

 
460

 
460

 
496

 
495

 
91

 
105

Total fixed charges
$
7,283

 
$
8,458

 
$
10,401

 
$
13,418

 
$
16,173

 
$
1,828

 
$
1,807

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income
 
 
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations before taxes and noncontrolling interests
$
24,826

 
$
14,701

 
$
19,802

 
$
8,165

 
$
15,096

 
$
4,987

 
$
6,937

Fixed charges (excluding preferred stock dividends)
7,283

 
8,458

 
10,401

 
13,418

 
16,173

 
1,828

 
1,807

Total income
$
32,109

 
$
23,159

 
$
30,203

 
$
21,583

 
$
31,269

 
$
6,815

 
$
8,744

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ratio of income to fixed charges excluding interest on deposits
4.41

 
2.74

 
2.90

 
1.61

 
1.93

 
3.73

 
4.84

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCLUDING INTEREST ON DEPOSITS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed Charges
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
$
11,921

 
$
13,690

 
$
16,177

 
$
20,612

 
$
24,209

 
$
2,941

 
$
3,028

Interest factor in rent expense
414

 
460

 
460

 
496

 
495

 
91

 
105

Total fixed charges
$
12,335

 
$
14,150

 
$
16,637

 
$
21,108

 
$
24,704

 
$
3,032

 
$
3,133

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income
 
 
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations before taxes and noncontrolling interests
$
24,826

 
$
14,701

 
$
19,802

 
$
8,165

 
$
15,096

 
$
4,987

 
$
6,937

Fixed charges (excluding preferred stock dividends)
12,335

 
14,150

 
16,637

 
21,108

 
24,704

 
3,032

 
3,133

Total income
$
37,161

 
$
28,851

 
$
36,439

 
$
29,273

 
$
39,800

 
$
8,019

 
$
10,070

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ratio of income to fixed charges including interest on deposits
3.01

 
2.04

 
2.19

 
1.39

 
1.61

 
2.64

 
3.21

(1)
Citigroup adopted Accounting Standards Update (ASU) 2014-01, Investments-Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects in the first quarter of 2015. The ASU is applicable to Citigroup’s portfolio of low income housing tax credit partnership interests. The adoption of this ASU was applied retrospectively, and among other items, impacts Citigroup’s Income from continuing operations before taxes and non-controlling interests for all periods presented. See Citi’s Current Report on Form 8-K furnished to the SEC on April 8, 2015.


Exhibit 12.02

CITIGROUP INC.
 
 
 
 
 
 
 
 
 
 
 
 
 
CALCULATION OF RATIO OF INCOME TO FIXED CHARGES (1)
 
 
 
 
 
 
 
 
 
 
 
 
 
INCLUDING PREFERRED STOCK DIVIDENDS
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended
 
Years ended December 31,
March 31,
In millions of dollars, except for ratios
2015
 
2014
 
2013
 
2012
 
2011
 
2016
 
2015
EXCLUDING INTEREST ON DEPOSITS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed Charges
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense (other than interest on deposits)
$
6,869

 
$
7,998

 
$
9,941

 
$
12,922

 
$
15,678

 
$
1,737

 
$
1,702

Interest factor in rent expense
414

 
460

 
460

 
496

 
495

 
91

 
105

Dividends--Preferred Stock
769

 
511

 
194

 
26

 
26

 
210

 
128

Total fixed charges
$
8,052

 
$
8,969

 
$
10,595

 
$
13,444

 
$
16,199

 
$
2,038

 
$
1,935

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income
 
 
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations before taxes and noncontrolling interests
$
24,826

 
$
14,701

 
$
19,802

 
$
8,165

 
$
15,096

 
$
4,987

 
$
6,937

Fixed charges (including preferred stock dividends)
8,052

 
8,969

 
10,595

 
13,444

 
16,199

 
2,038

 
1,935

Total income
$
32,878

 
$
23,670

 
$
30,397

 
$
21,609

 
$
31,295

 
$
7,025

 
$
8,872

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ratio of income to fixed charges excluding interest on deposits
4.08

 
2.64

 
2.87

 
1.61

 
1.93

 
3.45

 
4.59

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
INCLUDING INTEREST ON DEPOSITS:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Fixed Charges
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
$
11,921

 
$
13,690

 
$
16,177

 
$
20,612

 
$
24,209

 
$
2,941

 
$
3,028

Interest factor in rent expense
414

 
460

 
460

 
496

 
495

 
91

 
105

Dividends--Preferred Stock
769

 
511

 
194

 
26

 
26

 
210

 
128

Total fixed charges
$
13,104

 
$
14,661

 
$
16,831

 
$
21,134

 
$
24,730

 
$
3,242

 
$
3,261

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Income
 
 
 
 
 
 
 
 
 
 
 
 
 
Income from continuing operations before taxes and noncontrolling interests
$
24,826

 
$
14,701

 
$
19,802

 
$
8,165

 
$
15,096

 
$
4,987

 
$
6,937

Fixed charges (including preferred stock dividends)
13,104

 
14,661

 
16,831

 
21,134

 
24,730

 
3,242

 
3,261

Total income
$
37,930

 
$
29,362

 
$
36,633

 
$
29,299

 
$
39,826

 
$
8,229

 
$
10,198

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Ratio of income to fixed charges including interest on deposits
2.89

 
2.00

 
2.18

 
1.39

 
1.61

 
2.54

 
3.13

 
 
 
 
 
 
 
 
 
 
 
 
 
 
(1)
Citigroup adopted Accounting Standards Update (ASU) 2014-01, Investments-Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects in the first quarter of 2015. The ASU is applicable to Citigroup’s portfolio of low income housing tax credit partnership interests. The adoption of this ASU was applied retrospectively, and among other items, impacts Citigroup’s Income from continuing operations before taxes and non-controlling interests for all periods presented. See Citi’s Current Report on Form 8-K furnished to the SEC on April 8, 2015.




Exhibit 31.01
 
CERTIFICATION

I, Michael L. Corbat, certify that:

1.
I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
Date: May 2, 2016
 
/s/ Michael L. Corbat
Michael L. Corbat
Chief Executive Officer





Exhibit 31.02
 
CERTIFICATION
 
I, John C. Gerspach, certify that:
 
1.
I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.;

2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 
Date: May 2, 2016
 
/s/ John C. Gerspach
John C. Gerspach
Chief Financial Officer





Exhibit 32.01
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report on Form 10-Q of Citigroup Inc. (the “Company”) for the quarter ended March 31, 2016 (the “Report”), Michael L. Corbat, as Chief Executive Officer of the Company, and John C. Gerspach, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
 
(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


/s/ Michael L. Corbat
Michael L. Corbat
Chief Executive Officer
May 2, 2016

/s/ John C. Gerspach
John C. Gerspach
Chief Financial Officer
May 2, 2016

This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of §18 of the Securities Exchange Act of 1934, as amended.


A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.