|
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)
|
Large accelerated filer
x
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
o
|
|
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)
|
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.
|
|
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
|
|
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.
|
|
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.
|
|
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.
|
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.
|
|
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
|
|
|
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
|
)%
|
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.
|
|
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
|
)%
|
|
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
|
)%
|
(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.
|
|
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
|
)%
|
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
|
|
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
|
)%
|
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).
|
|
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).
|
•
|
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.
|
•
|
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
.
|
•
|
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.
|
|
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
|
%
|
|
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.
|
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.
|
|
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.
|
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
|
|
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.
|
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.
|
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.
|
|
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.
|
|
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
|
|
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
|
|
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.
|
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.
|
(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.
|
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.
|
|
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
|
|
|
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
|
|
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.
|
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.
|
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
|
|
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.
|
North America Residential First Mortgage - EOP Loans
In billions of dollars
|
North America Residential First Mortgage - Net Credit Losses
In millions of dollars
|
(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
|
(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.
|
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
|
|
(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.
|
North America Home Equity Lines of Credit Amortization – Citigroup
Total ENR by Reset Year
In billions of dollars as of March 31, 2016
|
North America Home Equity - EOP Loans
In billions of dollars
|
North America Home Equity - Net Credit Losses
In millions of dollars
|
North America Home Equity Loan Delinquencies - Citi Holdings
In billions of dollars
|
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
|
|
(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.
|
|
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
|
(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.
|
(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.
|
|
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.
|
|
March 31,
2016 |
December 31,
2015 |
||
North America
|
56
|
%
|
56
|
%
|
EMEA
|
25
|
|
25
|
|
Asia
|
12
|
|
12
|
|
Latin America
|
7
|
|
7
|
|
Total
|
100
|
%
|
100
|
%
|
|
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
|
%
|
|
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
|
%
|
|
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
|
%
|
|
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.
|
|
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.
|
(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.
|
|
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.
|
•
|
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.
|
•
|
Includes both corporate and consumer loans whose terms have been modified in a troubled debt restructuring (TDR).
|
•
|
Includes both accrual and non-accrual TDRs.
|
|
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.
|
|
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
|
|
|
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
).
|
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.
|
|
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
|
|
—
|
|
(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.
|
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.
|
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.
|
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
|
|
(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.
|
|
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
|
|
|
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
|
|
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
|
|
|
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
|
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.
|
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
|
|
(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.
|
|
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.
|
|
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
|
|
|
|
(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.
|
|
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.
|
|
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.
|
(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.
|
|
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.
|
|
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.
|
|
|
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.
|
(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
.
|
|
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
|
|
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
|
|
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
|
|
—
|
|
—
|
|
—
|
|
(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.
|
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
|
|
•
|
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 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;
|
•
|
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.
|
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
|
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
|
|
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
|
|
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).
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
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.
|
(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.
|
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
|
)
|
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
|
)
|
|
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
|
)
|
|
Three Months Ended March 31,
|
|||||
In millions of dollars
|
2016
|
2015
|
||||
Income before taxes
|
$
|
—
|
|
$
|
35
|
|
|
Three Months Ended March 31,
|
|||||
In millions of dollars
|
2016
|
2015
|
||||
Income before taxes
|
$
|
—
|
|
$
|
177
|
|
|
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.
|
|
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.
|
|
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.
|
|
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.
|
|
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.
|
|
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.
|
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.
|
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
|
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
|
|
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
|
|
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.
|
|
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
|
|
|
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.
|
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
|
|
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
|
|
|
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
|
|
(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.
|
|
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
|
|
|
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
|
|
|
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
|
|
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.
|
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.
|
|
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.
|
|
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
|
|
|
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
|
|
|
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
|
)
|
|
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.
|
|
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
|
|
|
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.
|
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.
|
(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.
|
|
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
|
|
|
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.
|
•
|
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.
|
•
|
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.
|
•
|
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
|
•
|
the length of time and extent to which fair value has been less than the carrying value.
|
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.
|
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.
|
|
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.
|
|
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.
|
|
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.
|
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.
|
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.
|
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.
|
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.
|
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.
|
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.
|
|
|
|
|
|
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.
|
|
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.
|
|
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.
|
|
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
|
|
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.
|
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
|
|
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.
|
|
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.
|
|
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
.
|
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.
|
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.
|
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.
|
|
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.
|
|
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
|
|
|
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
|
|
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
|
|
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.
|
|
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.
|
|
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.
|
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.
|
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.
|
|
|
|
|
|
|
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
|
|
|
|
(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.
|
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
.
|
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
|
)
|
|
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.
|
|
|
|
|
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.
|
(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.
|
•
|
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.
|
|
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
|
|
(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.
|
•
|
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.
|
|
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
|
|
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
.
|
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
|
|
|
Three months ended March 31,
|
|||||
In billions of dollars
|
2016
|
2015
|
||||
Proceeds from new securitizations
|
$
|
—
|
|
$
|
—
|
|
Pay down of maturing notes
|
(2.2
|
)
|
(2.7
|
)
|
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
|
|
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
|
|
|
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
|
—
|
|
—
|
|
—
|
|
—
|
|
|
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
|
|
—
|
|
—
|
|
|
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.
|
|
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.
|
|
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
|
)
|
(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.
|
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.
|
|
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
|
)
|
|
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
|
|
•
|
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.
|
•
|
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.
|
|
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.
|
(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.
|
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.
|
(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,
|
(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.
|
|
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
|
|
|
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.
|
|
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.
|
|
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
|
|
(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.
|
•
|
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
.
|
•
|
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.
|
|
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.
|
|
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.
|
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
|
|
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.
|
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
|
|
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.
|
|
|
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
|
)
|
|
|
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.
|
|
|
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
|
)
|
|
|
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.
|
•
|
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.
|
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
|
|
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
|
%
|
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.
|
(7)
|
Includes hybrid products.
|
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.
|
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.
|
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.
|
|
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.
|
|
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
|
|
(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.
|
|
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.
|
|
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 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
|
—
|
|
—
|
|
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
|
|
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
|
|
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
|
|
|
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.
|
|
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
|
|
|
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
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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.
|
|
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.
|
|
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
|
|
|
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
|
)
|
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.
|
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.
|
FIRST:
|
The name of the Corporation is:
|
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:
|
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.
|
(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;
|
(ix)
|
Any other relative, participating, optional or other special rights, qualifications, limitations or restrictions of that series.
|
|
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
|
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:
|
(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.
|
(c)
|
After the Determination Date and prior to the Consummation Date of such Business Combination:
|
(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.
|
(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
|
(d)
|
any agreement, contract or other arrangement providing for any one or more of the actions specified in the foregoing clauses (a) to (d);
|
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
|
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.
|
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.
|
|
CITIGROUP INC.
|
|
|
|
|
|
/s/ Michael S. Helfer
|
|
|
Name:
|
Michael S. Helfer
|
|
|
Corporate Secretary
|
(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.
|
(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
|
(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.
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(b)
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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:
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(i)
|
the redemption date;
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(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;
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(iv)
|
the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and
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(v)
|
that dividends on the shares to be redeemed will cease to accrue on the redemption date.
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(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.
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(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
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(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
.”
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(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).
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(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.
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(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.
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(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
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(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.
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(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.
|
(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.
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Certificate Number
|
Number of Shares of Series AA Preferred Stock
|
CUSIP NO.:
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CITIGROUP INC.
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By:
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Name:
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Title:
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THE BANK OF NEW YORK MELLON, as Registrar
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By:
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Name:
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Title:
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Signature Guarantee:
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|
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(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.
|
(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.
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(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.
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(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.
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(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.
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(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.
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(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
|
(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.
|
(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.
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(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.
|
(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.
|
(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.
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(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.
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(iv)
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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).
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(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,
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(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;
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(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
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(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;
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(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.
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(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.
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(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
|
(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.
|
(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.
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Certificate Number
|
|
Number of Shares of Series E Preferred Stock
|
|
|
|
|
|
CUSIP NO.:
|
CITIGROUP INC.
|
|
By:
|
|
Name:
|
|
Title:
|
|
THE BANK OF NEW YORK MELLON, as Registrar
|
|
|
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
Date:
|
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|
|
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Signature:
|
|
|
|
|
|
(Sign exactly as your name appears on the other side of this Certificate)
|
||
|
|
|
Signature Guarantee:
|
|
|
|
|
(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.
|
(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
|
(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.
|
(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
|
(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
|
(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.
|
(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.
|
(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
|
(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.
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(e)
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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.
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(a)
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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.
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(b)
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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.
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THE BANK OF NEW YORK MELLON, as Registrar
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By:
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Name:
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Title:
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Date:
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Signature:
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(Sign exactly as your name appears on the other side of this Certificate)
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Signature Guarantee:
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(a)
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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.
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(b)
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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.
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(c)
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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.
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(ii)
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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.
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(d)
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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.
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(e)
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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.
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(i)
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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;
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(ii)
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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;
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(iii)
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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
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(iv)
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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.
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(b)
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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.
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(i)
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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
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(ii)
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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
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(i)
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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;
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(ii)
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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
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(iii)
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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.
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(a)
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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
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(b)
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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.
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(c)
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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:
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(i)
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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;
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(ii)
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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;
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(iii)
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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;
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(iv)
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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;
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(v)
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the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or
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(vi)
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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.
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(e)
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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
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(a)
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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.
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(b)
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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.
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(c)
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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.
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(d)
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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.
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(a)
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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.
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(b)
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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:
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(i)
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the redemption date;
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(ii)
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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;
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(iii)
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the redemption price;
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(iv)
|
the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and
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(v)
|
that dividends on the shares to be redeemed will cease to accrue on the redemption date.
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(c)
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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.
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(d)
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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.
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(e)
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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.
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(a)
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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.
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(b)
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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.
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(c)
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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.
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(d)
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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.
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(e)
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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)
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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.
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(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.
|
(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.
|
(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.
|
(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:
|
(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.
|
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
|
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
|
(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.
|
(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:
|
(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
|
(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.
|
(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.
|
(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
|
(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;
|
(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.
|
(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
|
(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.
|
(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
|
(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.
|
(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.
|
Certificate Number
|
|
Number of Shares of Convertible Preferred Stock
|
|
|
|
|
|
CUSIP NO.:
|
CITIGROUP INC.
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
THE BANK OF NEW YORK MELLON, as Registrar
|
|
|
By:
|
|
|
Name:
|
|
|
Title:
|
|
Date:
|
|
|
Signature:
|
|
|
|
|
|
|
|
|
(Sign exactly as your name appears on the other side of this Certificate)
|
||
Signature Guarantee:
|
|
|
|
CITIGROUP INC.
|
||
|
|
||
|
|
||
|
By:
|
/s/ Martin A. Waters
|
|
|
|
Name:
|
Martin A. Waters
|
|
|
Title:
|
Assistant Treasurer
|
|
CITIGROUP INC.
|
||
|
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||
|
|
||
|
By:
|
/s/ Michael S. Helfer
|
|
|
|
Name:
|
Michael S. Helfer
|
|
|
Title:
|
General Counsel and Corporate Secretary
|
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:
|
(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,
|
(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.
|
(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.
|
(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.
|
(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.
|
(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)
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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.
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(iv)
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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).
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(c)
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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:
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(i)
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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
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(ii)
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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
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(iii)
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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;
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(d)
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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.
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(a)
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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).
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(b)
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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.
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(a)
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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.
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(b)
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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.
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CITIGROUP INC.
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By:
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/s/Jeffrey R. Walsh
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Name:
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Jeffrey R. Walsh
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Title:
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Chief Accounting Officer
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Certificate Number
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Number of Shares of Series A Preferred Stock
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CUSIP NO.:
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CITIGROUP INC.
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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COMPUTERSHARE TRUST COMPANY, N.A., as Registrar
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By:
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Name:
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Title:
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(Sign exactly as your name appears on the other side of this Certificate)
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Signature Guarantee:
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1.
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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.
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2.
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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.
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3.
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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:
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(a)
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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.
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(b)
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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
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(c)
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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:
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(i)
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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;
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(ii)
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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;
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(iii)
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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;
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(iv)
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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;
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(v)
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the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or
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(vi)
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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.
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(a)
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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.
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(b)
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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.
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(c)
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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.
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(a)
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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.
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(b)
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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:
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(i)
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the redemption date;
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(ii)
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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;
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(iii)
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the redemption price;
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(iv)
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the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and
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(v)
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that dividends on the shares to be redeemed will cease to accrue on the redemption date.
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(c)
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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.
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(d)
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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
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(a)
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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.
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(b)
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Special Voting Right
.
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(i)
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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
.”
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(ii)
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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.
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(iii)
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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
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(iv)
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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).
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(c)
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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:
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(i)
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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;
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(ii)
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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
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(iii)
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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
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(d)
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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.
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(a)
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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).
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(b)
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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.
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(a)
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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.
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(b)
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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.
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FIRST
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Citigroup owns all of the outstanding shares of capital stock of Citigroup Funding Inc., a Delaware corporation (“CFI”).
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SECOND
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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:
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THIRD
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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.
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Position
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Chief Executive Officer, North Asia
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Officer Title
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Managing Director at grade level "E"
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Base salary
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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.
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Annual Discretionary
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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.
|
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.
|
Group Insurance Benefits
|
Eligible immediately.
|
Retirement Scheme
|
Eligible immediately.
|
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.
|
Personal Loan
|
Eligible immediately
|
(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.
|
(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.
|
(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.
|
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
|
|
•
|
Actual and Hypothetical Taxes
|
•
|
Filing Tax Returns
|
•
|
Payment of Certain Tax Benefits to Citi
|
•
|
Employee Benefits
|
•
|
Countries Defined
|
|
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
|
|
|
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
|
Index:
|
123.37
|
Family Size:
|
|
Exchange Rate:
|
0.1290272
|
Spendable:
|
474,392.65
|
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%)
|
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.
|
2.
|
Performance Share Units.
|
|
|
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%
|
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.
|
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.)
|
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.)
|
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.)
|
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
|
(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.
|
(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.
|
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
|
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
|
/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
|