|
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
|
|
Smaller reporting company
o
Emerging growth company
o
|
|
|
|
|
|
Item Number
|
Page
|
||
|
|
|
|
Part I
|
|
||
|
|
|
|
1.
|
|
Business
|
4–28, 113–116,
|
|
|
|
120, 146,
|
|
|
|
294–295
|
|
|
|
|
1A.
|
|
Risk Factors
|
48–57
|
|
|
|
|
1B.
|
|
Unresolved Staff Comments
|
Not Applicable
|
|
|
|
|
2.
|
|
Properties
|
294–295
|
|
|
|
|
3.
|
|
Legal Proceedings—See Note 27 to the Consolidated Financial Statements
|
276–282
|
|
|
|
|
4.
|
|
Mine Safety Disclosures
|
Not Applicable
|
|
|
|
|
Part II
|
|
||
|
|
|
|
5.
|
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
128–129, 152–154, 296–297
|
|
|
|
|
6.
|
|
Selected Financial Data
|
9–10
|
|
|
|
|
7.
|
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
6–30, 59–112
|
|
|
|
|
7A.
|
|
Quantitative and Qualitative Disclosures About Market Risk
|
59–112, 147–151, 172–209, 216–268
|
|
|
|
|
8.
|
|
Financial Statements and Supplementary Data
|
124–293
|
|
|
|
|
9.
|
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Not Applicable
|
|
|
|
|
9A.
|
|
Controls and Procedures
|
118–119
|
|
|
|
|
9B.
|
|
Other Information
|
Not Applicable
|
|
|
|
|
|
|
|
|
*
|
For additional information regarding Citigroup’s Directors, see “Corporate Governance,” “Proposal 1: Election of Directors” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the definitive Proxy Statement for Citigroup’s Annual Meeting of Stockholders scheduled to be held on April 16, 2019, to be filed with the SEC (the Proxy Statement), incorporated herein by reference.
|
**
|
See “Compensation Discussion and Analysis,” “The Personnel and Compensation Committee Report,” “2018 Summary Compensation Table and Compensation Information” and “CEO Pay Ratio”
in the Proxy Statement, incorporated herein by reference.
|
***
|
See “About the Annual Meeting,” “Stock Ownership” and “Equity Compensation Plan Information” in the Proxy Statement, incorporated herein by reference.
|
****
|
See “Corporate Governance—Director Independence,” “—Certain Transactions and Relationships, Compensation Committee Interlocks and Insider Participation” and “—Indebtedness” in the Proxy Statement, incorporated herein by reference.
|
*****
|
See “Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm” in the Proxy Statement, incorporated herein by reference.
|
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
|
|
Global Consumer Banking
|
|
North America GCB
|
|
Latin America GCB
|
|
Asia GCB
|
|
Institutional Clients Group
|
|
Corporate/Other
|
|
OFF-BALANCE SHEET
ARRANGEMENTS
|
|
CONTRACTUAL OBLIGATIONS
|
|
CAPITAL RESOURCES
|
|
RISK FACTORS
|
|
Managing Global Risk Table of Contents
|
|
MANAGING GLOBAL RISK
|
|
SIGNIFICANT ACCOUNTING POLICIES AND
SIGNIFICANT ESTIMATES
|
|
FUTURE APPLICATION OF ACCOUNTING
STANDARDS
|
|
DISCLOSURE CONTROLS AND
PROCEDURES
|
|
MANAGEMENT’S ANNUAL REPORT ON
INTERNAL CONTROL OVER FINANCIAL
REPORTING
|
|
FORWARD-LOOKING STATEMENTS
|
|
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM—INTERNAL
CONTROL OVER FINANCIAL REPORTING
|
|
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM—
CONSOLIDATED FINANCIAL STATEMENTS
|
|
FINANCIAL STATEMENTS AND NOTES
TABLE OF CONTENTS
|
|
CONSOLIDATED FINANCIAL STATEMENTS
|
|
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
|
|
FINANCIAL DATA SUPPLEMENT
|
|
SUPERVISION, REGULATION AND OTHER
|
|
CORPORATE INFORMATION
|
|
Citigroup Executive Officers
|
|
Citigroup Board of Directors
|
(1)
|
Latin America GCB
consists of Citi’s consumer banking business
in Mexico.
|
(2)
|
Asia GCB
includes the results of operations of
GCB
activities in certain
EMEA
countries for all periods presented.
|
(3)
|
North America
includes the U.S., Canada and Puerto Rico,
Latin America
includes Mexico and
Asia
includes Japan.
|
In millions of dollars, except per share amounts and ratios
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Net interest revenue
|
$
|
46,562
|
|
$
|
45,061
|
|
$
|
45,476
|
|
$
|
47,093
|
|
$
|
48,445
|
|
Non-interest revenue
|
26,292
|
|
27,383
|
|
25,321
|
|
30,184
|
|
29,731
|
|
|||||
Revenues, net of interest expense
|
$
|
72,854
|
|
$
|
72,444
|
|
$
|
70,797
|
|
$
|
77,277
|
|
$
|
78,176
|
|
Operating expenses
|
41,841
|
|
42,232
|
|
42,338
|
|
44,538
|
|
56,008
|
|
|||||
Provisions for credit losses and for benefits and claims
|
7,568
|
|
7,451
|
|
6,982
|
|
7,913
|
|
7,467
|
|
|||||
Income from continuing operations before income taxes
|
$
|
23,445
|
|
$
|
22,761
|
|
$
|
21,477
|
|
$
|
24,826
|
|
$
|
14,701
|
|
Income taxes
(1)
|
5,357
|
|
29,388
|
|
6,444
|
|
7,440
|
|
7,197
|
|
|||||
Income (loss) from continuing operations
|
$
|
18,088
|
|
$
|
(6,627
|
)
|
$
|
15,033
|
|
$
|
17,386
|
|
$
|
7,504
|
|
Income (loss) from discontinued operations, net of taxes
(2)
|
(8
|
)
|
(111
|
)
|
(58
|
)
|
(54
|
)
|
(2
|
)
|
|||||
Net income (loss) before attribution of noncontrolling interests
|
$
|
18,080
|
|
$
|
(6,738
|
)
|
$
|
14,975
|
|
$
|
17,332
|
|
$
|
7,502
|
|
Net income
attributable to noncontrolling interests
|
35
|
|
60
|
|
63
|
|
90
|
|
192
|
|
|||||
Citigroup’s net income (loss)
(1)
|
$
|
18,045
|
|
$
|
(6,798
|
)
|
$
|
14,912
|
|
$
|
17,242
|
|
$
|
7,310
|
|
Less:
|
|
|
|
|
|
||||||||||
Preferred dividends—Basic
|
$
|
1,173
|
|
$
|
1,213
|
|
$
|
1,077
|
|
$
|
769
|
|
$
|
511
|
|
Dividends and undistributed earnings allocated to employee restricted and deferred shares that contain nonforfeitable rights to dividends, applicable to basic EPS
|
200
|
|
37
|
|
195
|
|
224
|
|
110
|
|
|||||
Income (loss) allocated to unrestricted common shareholders for basic and diluted EPS
|
$
|
16,672
|
|
$
|
(8,048
|
)
|
$
|
13,640
|
|
$
|
16,249
|
|
$
|
6,689
|
|
Earnings per share
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
6.69
|
|
$
|
(2.94
|
)
|
$
|
4.74
|
|
$
|
5.43
|
|
$
|
2.21
|
|
Net income (loss)
|
6.69
|
|
(2.98
|
)
|
4.72
|
|
5.41
|
|
2.21
|
|
|||||
Diluted
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
6.69
|
|
$
|
(2.94
|
)
|
$
|
4.74
|
|
$
|
5.42
|
|
$
|
2.20
|
|
Net income
(loss)
|
6.68
|
|
(2.98
|
)
|
4.72
|
|
5.40
|
|
2.20
|
|
|||||
Dividends declared per common share
|
1.54
|
|
0.96
|
|
0.42
|
|
0.16
|
|
0.04
|
|
|
|
||||||||||||||
In millions of dollars, except per share amounts, ratios and direct staff
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
At December 31:
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
1,917,383
|
|
$
|
1,842,465
|
|
$
|
1,792,077
|
|
$
|
1,731,210
|
|
$
|
1,842,181
|
|
Total deposits
|
1,013,170
|
|
959,822
|
|
929,406
|
|
907,887
|
|
899,332
|
|
|||||
Long-term debt
|
231,999
|
|
236,709
|
|
206,178
|
|
201,275
|
|
223,080
|
|
|||||
Citigroup common stockholders’ equity
(1)
|
177,760
|
|
181,487
|
|
205,867
|
|
205,139
|
|
199,717
|
|
|||||
Total Citigroup stockholders’ equity
(1)
|
196,220
|
|
200,740
|
|
225,120
|
|
221,857
|
|
210,185
|
|
|||||
Direct staff
(in thousands)
|
204
|
|
209
|
|
219
|
|
231
|
|
241
|
|
|||||
Performance metrics
|
|
|
|
|
|
||||||||||
Return on average assets
|
0.94
|
%
|
(0.36
|
)%
|
0.82
|
%
|
0.95
|
%
|
0.39
|
%
|
|||||
Return on average common stockholders’ equity
(1)(3)
|
9.4
|
|
(3.9
|
)
|
6.6
|
|
8.1
|
|
3.4
|
|
|||||
Return on average total stockholders’ equity
(1)(3)
|
9.1
|
|
(3.0
|
)
|
6.5
|
|
7.9
|
|
3.5
|
|
|||||
Efficiency ratio (total operating expenses/total revenues)
|
57.4
|
|
58.3
|
|
59.8
|
|
57.6
|
|
71.6
|
|
|||||
Basel III ratios—full implementation
(1)(4)
|
|
|
|
|
|
||||||||||
Common Equity Tier 1 Capital
(5)
|
11.86
|
%
|
12.36
|
%
|
12.57
|
%
|
12.07
|
%
|
10.57
|
%
|
|||||
Tier 1 Capital
(5)
|
13.46
|
|
14.06
|
|
14.24
|
|
13.49
|
|
11.45
|
|
|||||
Total Capital
(5)
|
16.18
|
|
16.30
|
|
16.24
|
|
15.30
|
|
12.80
|
|
|||||
Supplementary Leverage ratio
|
6.41
|
|
6.68
|
|
7.22
|
|
7.08
|
|
5.94
|
|
|||||
Citigroup common stockholders’ equity to assets
(1)
|
9.27
|
%
|
9.85
|
%
|
11.49
|
%
|
11.85
|
%
|
10.84
|
%
|
|||||
Total Citigroup stockholders’ equity to assets
(1)
|
10.23
|
|
10.90
|
|
12.56
|
|
12.82
|
|
11.41
|
|
|||||
Dividend payout ratio
(6)
|
23.1
|
|
NM
|
8.9
|
|
3.0
|
|
1.8
|
|
||||||
Total payout ratio
(7)
|
109.1
|
|
NM
|
77.1
|
|
36.0
|
|
19.9
|
|
||||||
Book value per common share
(1)
|
$
|
75.05
|
|
$
|
70.62
|
|
$
|
74.26
|
|
$
|
69.46
|
|
$
|
66.05
|
|
Tangible book value (TBV) per share
(1)(8)
|
63.79
|
|
60.16
|
|
64.57
|
|
60.61
|
|
56.71
|
|
(1)
|
2017 includes the one-time impact related to the enactment of Tax Reform. 2018 reflects the tax rate structure under Tax Reform. For additional information, see “Significant Accounting Policies and Estimates—Income Taxes” below.
|
(2)
|
See Note
2
to the Consolidated Financial Statements for additional information on Citi’s discontinued operations.
|
(3)
|
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.
|
(4)
|
Citi’s risk-based capital and leverage ratios for 2017 and prior years are non-GAAP financial measures, which reflect full implementation of regulatory capital adjustments and deductions prior to the effective date of January 1, 2018.
|
(5)
|
As of December 31,
2018
and 2017, Citi’s reportable Common Equity Tier 1 Capital and Tier 1 Capital ratios were the lower derived under the Basel III Standardized Approach, whereas the reportable Total Capital ratio was the lower derived under the Basel III Advanced Approaches framework. For all prior periods presented, 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.
|
(6)
|
Dividends declared per common share as a percentage of net income per diluted share.
|
(7)
|
Total common dividends declared plus common stock repurchases as a percentage of net income available to common shareholders. See “Consolidated Statement of Changes in Stockholders’ Equity,” Note 10 to the Consolidated Financial Statements and “Equity Security Repurchases” below for the component details.
|
(8)
|
For information on TBV, see “Capital Resources—Tangible Common Equity, Book Value Per Share, Tangible Book Value Per Share and Returns on Equity” below.
|
In millions of dollars
|
2018
|
2017
(1)
|
2016
|
% Change
2018 vs. 2017 |
% Change
2017 vs. 2016 |
||||||||
Income (loss) from continuing operations
|
|
|
|
|
|
||||||||
Global Consumer Banking
|
|
|
|
|
|
||||||||
North America
|
$
|
3,340
|
|
$
|
1,990
|
|
$
|
3,239
|
|
68
|
%
|
(39
|
)%
|
Latin America
|
928
|
|
610
|
|
633
|
|
52
|
|
(4
|
)
|
|||
Asia
(2)
|
1,494
|
|
1,278
|
|
1,059
|
|
17
|
|
21
|
|
|||
Total
|
$
|
5,762
|
|
$
|
3,878
|
|
$
|
4,931
|
|
49
|
%
|
(21
|
)%
|
Institutional Clients Group
|
|
|
|
|
|
||||||||
North America
|
$
|
3,500
|
|
$
|
2,355
|
|
$
|
3,515
|
|
49
|
%
|
(33
|
)%
|
EMEA
|
3,891
|
|
2,832
|
|
2,345
|
|
37
|
|
21
|
|
|||
Latin America
|
1,889
|
|
1,544
|
|
1,454
|
|
22
|
|
6
|
|
|||
Asia
|
2,920
|
|
2,335
|
|
2,211
|
|
25
|
|
6
|
|
|||
Total
|
$
|
12,200
|
|
$
|
9,066
|
|
$
|
9,525
|
|
35
|
%
|
(5
|
)%
|
Corporate/Other
|
$
|
126
|
|
$
|
(19,571
|
)
|
$
|
577
|
|
NM
|
|
NM
|
|
Income (loss) from continuing operations
|
$
|
18,088
|
|
$
|
(6,627
|
)
|
$
|
15,033
|
|
NM
|
|
NM
|
|
Discontinued operations
|
$
|
(8
|
)
|
$
|
(111
|
)
|
$
|
(58
|
)
|
93
|
%
|
(91
|
)%
|
Net income attributable to noncontrolling interests
|
35
|
|
60
|
|
63
|
|
(42
|
)
|
(5
|
)
|
|||
Citigroup’s net income (loss)
|
$
|
18,045
|
|
$
|
(6,798
|
)
|
$
|
14,912
|
|
NM
|
|
NM
|
|
(1)
|
2017 includes the one-time impact related to the enactment of Tax Reform. For additional information, see “Significant Accounting Policies and Estimates—Income Taxes” below.
|
(2)
|
Asia GCB
includes the results of operations of
GCB
activities in certain
EMEA
countries for all periods presented.
|
In millions of dollars
|
2018
|
2017
|
2016
|
% Change
2018 vs. 2017 |
% Change
2017 vs. 2016 |
||||||||
Global Consumer Banking
|
|
|
|
|
|
||||||||
North America
|
$
|
20,544
|
|
$
|
20,270
|
|
$
|
19,764
|
|
1
|
%
|
3
|
%
|
Latin America
|
5,760
|
|
5,222
|
|
4,971
|
|
10
|
|
5
|
|
|||
Asia
(1)
|
7,473
|
|
7,346
|
|
6,889
|
|
2
|
|
7
|
|
|||
Total
|
$
|
33,777
|
|
$
|
32,838
|
|
$
|
31,624
|
|
3
|
%
|
4
|
%
|
Institutional Clients Group
|
|
|
|
|
|
||||||||
North America
|
$
|
12,914
|
|
$
|
13,923
|
|
$
|
12,767
|
|
(7
|
)%
|
9
|
%
|
EMEA
|
11,770
|
|
10,879
|
|
10,012
|
|
8
|
|
9
|
|
|||
Latin America
|
4,504
|
|
4,385
|
|
4,125
|
|
3
|
|
6
|
|
|||
Asia
|
7,806
|
|
7,287
|
|
7,036
|
|
7
|
|
4
|
|
|||
Total
|
$
|
36,994
|
|
$
|
36,474
|
|
$
|
33,940
|
|
1
|
%
|
7
|
%
|
Corporate/Other
|
$
|
2,083
|
|
$
|
3,132
|
|
$
|
5,233
|
|
(33
|
)%
|
(40
|
)%
|
Total Citigroup net revenues
|
$
|
72,854
|
|
$
|
72,444
|
|
$
|
70,797
|
|
1
|
%
|
2
|
%
|
(1)
|
Asia GCB
includes the results of operations of
GCB
activities in certain
EMEA
countries for all periods presented.
|
In millions of dollars
|
Global
Consumer
Banking
|
Institutional
Clients
Group
|
Corporate/Other
and
consolidating
eliminations
(2)
|
Citigroup
parent
company-
issued
long-term
debt and
stockholders’
equity
(3)
|
Total
Citigroup
consolidated
|
||||||||||
Assets
|
|
|
|
|
|
||||||||||
Cash and deposits with banks
|
$
|
8,338
|
|
$
|
66,963
|
|
$
|
112,804
|
|
$
|
—
|
|
$
|
188,105
|
|
Federal funds sold and securities borrowed and purchased under agreements to resell
|
140
|
|
270,322
|
|
222
|
|
—
|
|
270,684
|
|
|||||
Trading account assets
|
949
|
|
245,521
|
|
9,647
|
|
—
|
|
256,117
|
|
|||||
Investments
|
1,152
|
|
116,006
|
|
241,449
|
|
—
|
|
358,607
|
|
|||||
Loans, net of unearned income and allowance for loan losses
|
305,631
|
|
351,333
|
|
14,917
|
|
—
|
|
671,881
|
|
|||||
Other assets
|
37,551
|
|
99,638
|
|
34,800
|
|
—
|
|
171,989
|
|
|||||
Net inter-segment liquid assets
(4)
|
78,378
|
|
244,387
|
|
(322,765
|
)
|
—
|
|
—
|
|
|||||
Total assets
|
$
|
432,139
|
|
$
|
1,394,170
|
|
$
|
91,074
|
|
$
|
—
|
|
$
|
1,917,383
|
|
Liabilities and equity
|
|
|
|
|
|
||||||||||
Total deposits
|
$
|
308,106
|
|
$
|
689,983
|
|
$
|
15,081
|
|
$
|
—
|
|
$
|
1,013,170
|
|
Federal funds purchased and securities loaned and sold under agreements to repurchase
|
4,459
|
|
173,302
|
|
7
|
|
—
|
|
177,768
|
|
|||||
Trading account liabilities
|
140
|
|
143,751
|
|
414
|
|
—
|
|
144,305
|
|
|||||
Short-term borrowings
|
491
|
|
22,381
|
|
9,474
|
|
—
|
|
32,346
|
|
|||||
Long-term debt
(3)
|
1,865
|
|
42,557
|
|
43,809
|
|
143,768
|
|
231,999
|
|
|||||
Other liabilities
|
18,854
|
|
88,036
|
|
13,831
|
|
—
|
|
120,721
|
|
|||||
Net inter-segment funding (lending)
(3)
|
98,224
|
|
234,160
|
|
7,604
|
|
(339,988
|
)
|
—
|
|
|||||
Total liabilities
|
$
|
432,139
|
|
$
|
1,394,170
|
|
$
|
90,220
|
|
$
|
(196,220
|
)
|
$
|
1,720,309
|
|
Total stockholders’ equity
(5)
|
—
|
|
—
|
|
854
|
|
196,220
|
|
197,074
|
|
|||||
Total liabilities and equity
|
$
|
432,139
|
|
$
|
1,394,170
|
|
$
|
91,074
|
|
$
|
—
|
|
$
|
1,917,383
|
|
(1)
|
The supplemental information presented in the table above reflects Citigroup’s consolidated GAAP balance sheet by reporting segment as of December 31,
2018
. The respective segment information depicts the assets and liabilities managed by each segment as of such date.
|
(2)
|
Consolidating eliminations for total Citigroup and Citigroup parent company assets and liabilities are recorded within
Corporate/Other.
|
(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, marketable equity securities and available-for-sale debt securities) to the various businesses based on Liquidity Coverage Ratio (LCR) assumptions.
|
(5)
|
Corporate/Other
equity represents noncontrolling interests.
|
In millions of dollars, except as otherwise noted
|
2018
|
2017
|
2016
|
% Change
2018 vs. 2017 |
% Change
2017 vs. 2016 |
||||||||
Net interest revenue
|
$
|
28,583
|
|
$
|
27,425
|
|
$
|
26,232
|
|
4
|
%
|
5
|
%
|
Non-interest revenue
|
5,194
|
|
5,413
|
|
5,392
|
|
(4
|
)
|
—
|
|
|||
Total revenues, net of interest expense
|
$
|
33,777
|
|
$
|
32,838
|
|
$
|
31,624
|
|
3
|
%
|
4
|
%
|
Total operating expenses
|
$
|
18,590
|
|
$
|
18,003
|
|
$
|
17,627
|
|
3
|
%
|
2
|
%
|
Net credit losses
|
$
|
6,920
|
|
$
|
6,562
|
|
$
|
5,610
|
|
5
|
%
|
17
|
%
|
Credit reserve build (release)
|
563
|
|
965
|
|
708
|
|
(42
|
)
|
36
|
|
|||
Provision (release) for unfunded lending commitments
|
—
|
|
(2
|
)
|
3
|
|
100
|
|
NM
|
|
|||
Provision for benefits and claims
|
103
|
|
116
|
|
106
|
|
(11
|
)
|
9
|
|
|||
Provisions for credit losses and for benefits and claims
(LLR & PBC)
|
$
|
7,586
|
|
$
|
7,641
|
|
$
|
6,427
|
|
(1
|
)%
|
19
|
%
|
Income from continuing operations before taxes
|
$
|
7,601
|
|
$
|
7,194
|
|
$
|
7,570
|
|
6
|
%
|
(5
|
)%
|
Income taxes
|
1,839
|
|
3,316
|
|
2,639
|
|
(45
|
)
|
26
|
|
|||
Income from continuing operations
|
$
|
5,762
|
|
$
|
3,878
|
|
$
|
4,931
|
|
49
|
%
|
(21
|
)%
|
Noncontrolling interests
|
7
|
|
9
|
|
7
|
|
(22
|
)
|
29
|
|
|||
Net income
|
$
|
5,755
|
|
$
|
3,869
|
|
$
|
4,924
|
|
49
|
%
|
(21
|
)%
|
Balance Sheet data and ratios
(in billions of dollars)
|
|
|
|
|
|
||||||||
Total EOP assets
|
$
|
432
|
|
$
|
428
|
|
$
|
411
|
|
1
|
%
|
4
|
%
|
Average assets
|
423
|
|
417
|
|
395
|
|
1
|
|
6
|
|
|||
Return on average assets
|
1.36
|
%
|
0.93
|
%
|
1.25
|
%
|
|
|
|||||
Efficiency ratio
|
55
|
|
55
|
|
56
|
|
|
|
|||||
Average deposits
|
$
|
307
|
|
$
|
306
|
|
$
|
298
|
|
—
|
|
3
|
|
Net credit losses as a percentage of average loans
|
2.26
|
%
|
2.21
|
%
|
2.01
|
%
|
|
|
|||||
Revenue by business
|
|
|
|
|
|
||||||||
Retail banking
|
$
|
14,065
|
|
$
|
13,481
|
|
$
|
12,990
|
|
4
|
%
|
4
|
%
|
Cards
(1)
|
19,712
|
|
19,357
|
|
18,634
|
|
2
|
|
4
|
|
|||
Total
|
$
|
33,777
|
|
$
|
32,838
|
|
$
|
31,624
|
|
3
|
%
|
4
|
%
|
Income from continuing operations by business
|
|
|
|
|
|
||||||||
Retail banking
|
$
|
2,304
|
|
$
|
1,656
|
|
$
|
1,538
|
|
39
|
%
|
8
|
%
|
Cards
(1)
|
3,458
|
|
2,222
|
|
3,393
|
|
56
|
|
(35
|
)
|
|||
Total
|
$
|
5,762
|
|
$
|
3,878
|
|
$
|
4,931
|
|
49
|
%
|
(21
|
)%
|
Foreign currency (FX) translation impact
|
|
|
|
|
|
||||||||
Total revenue—as reported
|
$
|
33,777
|
|
$
|
32,838
|
|
$
|
31,624
|
|
3
|
%
|
4
|
%
|
Impact of FX translation
(2)
|
—
|
|
(132
|
)
|
(54
|
)
|
|
|
|||||
Total revenues—ex-FX
(3)
|
$
|
33,777
|
|
$
|
32,706
|
|
$
|
31,570
|
|
3
|
%
|
4
|
%
|
Total operating expenses—as reported
|
$
|
18,590
|
|
$
|
18,003
|
|
$
|
17,627
|
|
3
|
%
|
2
|
%
|
Impact of FX translation
(2)
|
—
|
|
(54
|
)
|
7
|
|
|
|
|||||
Total operating expenses—ex-FX
(3)
|
$
|
18,590
|
|
$
|
17,949
|
|
$
|
17,634
|
|
4
|
%
|
2
|
%
|
Total provisions for LLR & PBC—as reported
|
$
|
7,586
|
|
$
|
7,641
|
|
$
|
6,427
|
|
(1
|
)%
|
19
|
%
|
Impact of FX translation
(2)
|
—
|
|
(32
|
)
|
(31
|
)
|
|
|
|||||
Total provisions for LLR & PBC—ex-FX
(3)
|
$
|
7,586
|
|
$
|
7,609
|
|
$
|
6,396
|
|
—
|
%
|
19
|
%
|
Net income—as reported
|
$
|
5,755
|
|
$
|
3,869
|
|
$
|
4,924
|
|
49
|
%
|
(21
|
)%
|
Impact of FX translation
(2)
|
—
|
|
(28
|
)
|
(19
|
)
|
|
|
|||||
Net income—ex-FX
(3)
|
$
|
5,755
|
|
$
|
3,841
|
|
$
|
4,905
|
|
50
|
%
|
(22
|
)%
|
(1)
|
Includes both Citi-branded cards and Citi retail services.
|
(2)
|
Reflects the impact of FX translation into U.S. dollars at the
2018
average exchange rates for all periods presented.
|
(3)
|
Presentation of this metric excluding FX translation is a non-GAAP financial measure.
|
In millions of dollars, except as otherwise noted
|
2018
|
2017
|
2016
|
% Change
2018 vs. 2017 |
% Change
2017 vs. 2016 |
||||||||
Net interest revenue
|
$
|
19,621
|
|
$
|
18,879
|
|
$
|
18,131
|
|
4
|
%
|
4
|
%
|
Non-interest revenue
|
923
|
|
1,391
|
|
1,633
|
|
(34
|
)
|
(15
|
)
|
|||
Total revenues, net of interest expense
|
$
|
20,544
|
|
$
|
20,270
|
|
$
|
19,764
|
|
1
|
%
|
3
|
%
|
Total operating expenses
|
$
|
10,631
|
|
$
|
10,245
|
|
$
|
10,067
|
|
4
|
%
|
2
|
%
|
Net credit losses
|
$
|
5,097
|
|
$
|
4,796
|
|
$
|
3,919
|
|
6
|
%
|
22
|
%
|
Credit reserve build
|
438
|
|
869
|
|
653
|
|
(50
|
)
|
33
|
|
|||
Provision for unfunded lending commitments
|
—
|
|
4
|
|
6
|
|
(100
|
)
|
(33
|
)
|
|||
Provision for benefits and claims
|
22
|
|
33
|
|
34
|
|
(33
|
)
|
(3
|
)
|
|||
Provisions for credit losses and for benefits and claims
|
$
|
5,557
|
|
$
|
5,702
|
|
$
|
4,612
|
|
(3
|
)%
|
24
|
%
|
Income from continuing operations before taxes
|
$
|
4,356
|
|
$
|
4,323
|
|
$
|
5,085
|
|
1
|
%
|
(15
|
)%
|
Income taxes
|
1,016
|
|
2,333
|
|
1,846
|
|
(56
|
)
|
26
|
|
|||
Income from continuing operations
|
$
|
3,340
|
|
$
|
1,990
|
|
$
|
3,239
|
|
68
|
%
|
(39
|
)%
|
Noncontrolling interests
|
—
|
|
(1
|
)
|
(2
|
)
|
100
|
|
50
|
|
|||
Net income
|
$
|
3,340
|
|
$
|
1,991
|
|
$
|
3,241
|
|
68
|
%
|
(39
|
)%
|
Balance Sheet data and ratios
(in billions of dollars)
|
|
|
|
|
|
|
|
||||||
Average assets
|
$
|
249
|
|
$
|
248
|
|
$
|
229
|
|
—
|
%
|
8
|
%
|
Return on average assets
|
1.34
|
%
|
0.80
|
%
|
1.42
|
%
|
|
|
|||||
Efficiency ratio
|
52
|
|
51
|
|
51
|
|
|
|
|||||
Average deposits
|
$
|
180.4
|
|
$
|
184.1
|
|
$
|
183.2
|
|
(2
|
)
|
—
|
|
Net credit losses as a percentage of average loans
|
2.66
|
%
|
2.58
|
%
|
2.29
|
%
|
|
|
|||||
Revenue by business
|
|
|
|
|
|
|
|
||||||
Retail banking
|
$
|
5,315
|
|
$
|
5,264
|
|
$
|
5,227
|
|
1
|
%
|
1
|
%
|
Citi-branded cards
|
8,628
|
|
8,579
|
|
8,150
|
|
1
|
|
5
|
|
|||
Citi retail services
|
6,601
|
|
6,427
|
|
6,387
|
|
3
|
|
1
|
|
|||
Total
|
$
|
20,544
|
|
$
|
20,270
|
|
$
|
19,764
|
|
1
|
%
|
3
|
%
|
Income from continuing operations by business
|
|
|
|
|
|
|
|
||||||
Retail banking
|
$
|
565
|
|
$
|
412
|
|
$
|
534
|
|
37
|
%
|
(23
|
)%
|
Citi-branded cards
|
1,581
|
|
1,009
|
|
1,441
|
|
57
|
|
(30
|
)
|
|||
Citi retail services
|
1,194
|
|
569
|
|
1,264
|
|
NM
|
|
(55
|
)
|
|||
Total
|
$
|
3,340
|
|
$
|
1,990
|
|
$
|
3,239
|
|
68
|
%
|
(39
|
)%
|
In millions of dollars, except as otherwise noted
|
2018
|
2017
|
2016
|
% Change
2018 vs. 2017 |
% Change
2017 vs. 2016 |
||||||||
Net interest revenue
|
$
|
4,058
|
|
$
|
3,844
|
|
$
|
3,606
|
|
6
|
%
|
7
|
%
|
Non-interest revenue
(1)
|
1,702
|
|
1,378
|
|
1,365
|
|
24
|
|
1
|
|
|||
Total revenues, net of interest expense
|
$
|
5,760
|
|
$
|
5,222
|
|
$
|
4,971
|
|
10
|
%
|
5
|
%
|
Total operating expenses
|
$
|
3,156
|
|
$
|
2,959
|
|
$
|
2,885
|
|
7
|
%
|
3
|
%
|
Net credit losses
|
$
|
1,153
|
|
$
|
1,117
|
|
$
|
1,040
|
|
3
|
%
|
7
|
%
|
Credit reserve build
|
83
|
|
125
|
|
83
|
|
(34
|
)
|
51
|
|
|||
Provision (release) for unfunded lending commitments
|
—
|
|
(1
|
)
|
1
|
|
100
|
|
NM
|
|
|||
Provision for benefits and claims
|
81
|
|
83
|
|
72
|
|
(2
|
)
|
15
|
|
|||
Provisions for credit losses and for benefits and claims (LLR & PBC)
|
$
|
1,317
|
|
$
|
1,324
|
|
$
|
1,196
|
|
(1
|
)%
|
11
|
%
|
Income from continuing operations before taxes
|
$
|
1,287
|
|
$
|
939
|
|
$
|
890
|
|
37
|
%
|
6
|
%
|
Income taxes
|
359
|
|
329
|
|
257
|
|
9
|
|
28
|
|
|||
Income from continuing operations
|
$
|
928
|
|
$
|
610
|
|
$
|
633
|
|
52
|
%
|
(4
|
)%
|
Noncontrolling interests
|
—
|
|
5
|
|
5
|
|
(100
|
)
|
—
|
|
|||
Net income
|
$
|
928
|
|
$
|
605
|
|
$
|
628
|
|
53
|
%
|
(4
|
)%
|
Balance Sheet data and ratios
(in billions of dollars)
|
|
|
|
|
|
|
|
||||||
Average assets
|
$
|
44
|
|
$
|
45
|
|
$
|
47
|
|
(2
|
)%
|
(4
|
)%
|
Return on average assets
|
2.11
|
%
|
1.34
|
%
|
1.34
|
%
|
|
|
|||||
Efficiency ratio
|
55
|
|
57
|
|
58
|
|
|
|
|||||
Average deposits
|
$
|
28.7
|
|
$
|
27.4
|
|
$
|
25.7
|
|
5
|
|
7
|
|
Net credit losses as a percentage of average loans
|
4.47
|
%
|
4.42
|
%
|
4.32
|
%
|
|
|
|||||
Revenue by business
|
|
|
|
|
|
||||||||
Retail banking
(1)
|
$
|
4,195
|
|
$
|
3,752
|
|
$
|
3,493
|
|
12
|
%
|
7
|
%
|
Citi-branded cards
|
1,565
|
|
1,470
|
|
1,478
|
|
6
|
|
(1
|
)
|
|||
Total
|
$
|
5,760
|
|
$
|
5,222
|
|
$
|
4,971
|
|
10
|
%
|
5
|
%
|
Income from continuing operations by business
|
|
|
|
|
|
|
|
||||||
Retail banking
(1)
|
$
|
722
|
|
$
|
426
|
|
$
|
352
|
|
69
|
%
|
21
|
%
|
Citi-branded cards
|
206
|
|
184
|
|
281
|
|
12
|
|
(35
|
)
|
|||
Total
|
$
|
928
|
|
$
|
610
|
|
$
|
633
|
|
52
|
%
|
(4
|
)%
|
FX translation impact
|
|
|
|
|
|
|
|
||||||
Total revenues—as reported
|
$
|
5,760
|
|
$
|
5,222
|
|
$
|
4,971
|
|
10
|
%
|
5
|
%
|
Impact of FX translation
(2)
|
—
|
|
(105
|
)
|
(145
|
)
|
|
|
|||||
Total revenues—ex-FX
(3)
|
$
|
5,760
|
|
$
|
5,117
|
|
$
|
4,826
|
|
13
|
%
|
6
|
%
|
Total operating expenses—as reported
|
$
|
3,156
|
|
$
|
2,959
|
|
$
|
2,885
|
|
7
|
%
|
3
|
%
|
Impact of FX translation
(2)
|
—
|
|
(50
|
)
|
(66
|
)
|
|
|
|||||
Total operating expenses—ex-FX
(3)
|
$
|
3,156
|
|
$
|
2,909
|
|
$
|
2,819
|
|
8
|
%
|
3
|
%
|
Provisions for LLR & PBC—as reported
|
$
|
1,317
|
|
$
|
1,324
|
|
$
|
1,196
|
|
(1
|
)%
|
11
|
%
|
Impact of FX translation
(2)
|
—
|
|
(27
|
)
|
(34
|
)
|
|
|
|||||
Provisions for LLR & PBC—ex-FX
(3)
|
$
|
1,317
|
|
$
|
1,297
|
|
$
|
1,162
|
|
2
|
%
|
12
|
%
|
Net income—as reported
|
$
|
928
|
|
$
|
605
|
|
$
|
628
|
|
53
|
%
|
(4
|
)%
|
Impact of FX translation
(2)
|
—
|
|
(19
|
)
|
(30
|
)
|
|
|
|||||
Net income—ex-FX
(3)
|
$
|
928
|
|
$
|
586
|
|
$
|
598
|
|
58
|
%
|
(2
|
)%
|
(1)
|
2018 includes an approximate $250 million gain on the sale of an asset management business. See Note 2 to the Consolidated Financial Statements.
|
(2)
|
Reflects the impact of FX translation into U.S. dollars at the
2018
average exchange rates for all periods presented.
|
(3)
|
Presentation of this metric excluding FX translation is a non-GAAP financial measure.
|
In millions of dollars, except as otherwise noted
(1)
|
2018
|
2017
|
2016
|
% Change
2018 vs. 2017 |
% Change
2017 vs. 2016 |
||||||||
Net interest revenue
|
$
|
4,904
|
|
$
|
4,702
|
|
$
|
4,495
|
|
4
|
%
|
5
|
%
|
Non-interest revenue
|
2,569
|
|
2,644
|
|
2,394
|
|
(3
|
)
|
10
|
|
|||
Total revenues, net of interest expense
|
$
|
7,473
|
|
$
|
7,346
|
|
$
|
6,889
|
|
2
|
%
|
7
|
%
|
Total operating expenses
|
$
|
4,803
|
|
$
|
4,799
|
|
$
|
4,675
|
|
—
|
%
|
3
|
%
|
Net credit losses
|
$
|
670
|
|
$
|
649
|
|
$
|
651
|
|
3
|
%
|
—
|
%
|
Credit reserve build (release)
|
42
|
|
(29
|
)
|
(28
|
)
|
NM
|
|
(4
|
)
|
|||
Provision (release) for unfunded lending commitments
|
—
|
|
(5
|
)
|
(4
|
)
|
100
|
|
(25
|
)
|
|||
Provisions for credit losses
|
$
|
712
|
|
$
|
615
|
|
$
|
619
|
|
16
|
%
|
(1
|
)%
|
Income from continuing operations before taxes
|
$
|
1,958
|
|
$
|
1,932
|
|
$
|
1,595
|
|
1
|
%
|
21
|
%
|
Income taxes
|
464
|
|
654
|
|
536
|
|
(29
|
)
|
22
|
|
|||
Income from continuing operations
|
$
|
1,494
|
|
$
|
1,278
|
|
$
|
1,059
|
|
17
|
%
|
21
|
%
|
Noncontrolling interests
|
7
|
|
5
|
|
4
|
|
40
|
|
25
|
|
|||
Net income
|
$
|
1,487
|
|
$
|
1,273
|
|
$
|
1,055
|
|
17
|
%
|
21
|
%
|
Balance Sheet data and ratios
(in billions of dollars)
|
|
|
|
|
|
|
|
||||||
Average assets
|
$
|
131
|
|
$
|
124
|
|
$
|
119
|
|
6
|
%
|
4
|
%
|
Return on average assets
|
1.14
|
%
|
1.03
|
%
|
0.89
|
%
|
|
|
|||||
Efficiency ratio
|
64
|
|
65
|
|
68
|
|
|
|
|||||
Average deposits
|
$
|
98.0
|
|
$
|
94.6
|
|
$
|
89.5
|
|
4
|
|
6
|
|
Net credit losses as a percentage of average loans
|
0.76
|
%
|
0.76
|
%
|
0.77
|
%
|
|
|
|||||
Revenue by business
|
|
|
|
|
|
||||||||
Retail banking
|
$
|
4,555
|
|
$
|
4,465
|
|
$
|
4,270
|
|
2
|
%
|
5
|
%
|
Citi-branded cards
|
2,918
|
|
2,881
|
|
2,619
|
|
1
|
|
10
|
|
|||
Total
|
$
|
7,473
|
|
$
|
7,346
|
|
$
|
6,889
|
|
2
|
%
|
7
|
%
|
Income from continuing operations by business
|
|
|
|
|
|
||||||||
Retail banking
|
$
|
1,017
|
|
$
|
818
|
|
$
|
652
|
|
24
|
%
|
25
|
%
|
Citi-branded cards
|
477
|
|
460
|
|
407
|
|
4
|
|
13
|
|
|||
Total
|
$
|
1,494
|
|
$
|
1,278
|
|
$
|
1,059
|
|
17
|
%
|
21
|
%
|
FX translation impact
|
|
|
|
|
|
||||||||
Total revenues—as reported
|
$
|
7,473
|
|
$
|
7,346
|
|
$
|
6,889
|
|
2
|
%
|
7
|
%
|
Impact of FX translation
(2)
|
—
|
|
(27
|
)
|
91
|
|
|
|
|||||
Total revenues—ex-FX
(3)
|
$
|
7,473
|
|
$
|
7,319
|
|
$
|
6,980
|
|
2
|
%
|
5
|
%
|
Total operating expenses—as reported
|
$
|
4,803
|
|
$
|
4,799
|
|
$
|
4,675
|
|
—
|
%
|
3
|
%
|
Impact of FX translation
(2)
|
—
|
|
(4
|
)
|
73
|
|
|
|
|||||
Total operating expenses—ex-FX
(3)
|
$
|
4,803
|
|
$
|
4,795
|
|
$
|
4,748
|
|
—
|
%
|
1
|
%
|
Provisions for credit losses—as reported
|
$
|
712
|
|
$
|
615
|
|
$
|
619
|
|
16
|
%
|
(1
|
)%
|
Impact of FX translation
(2)
|
—
|
|
(5
|
)
|
3
|
|
|
|
|||||
Provisions for credit losses—ex-FX
(3)
|
$
|
712
|
|
$
|
610
|
|
$
|
622
|
|
17
|
%
|
(2
|
)%
|
Net income—as reported
|
$
|
1,487
|
|
$
|
1,273
|
|
$
|
1,055
|
|
17
|
%
|
21
|
%
|
Impact of FX translation
(2)
|
—
|
|
(9
|
)
|
11
|
|
|
|
|||||
Net income—ex-FX
(3)
|
$
|
1,487
|
|
$
|
1,264
|
|
$
|
1,066
|
|
18
|
%
|
19
|
%
|
(1)
|
Asia GCB
includes the results of operations of
GCB
activities in certain
EMEA
countries for all periods presented.
|
(2)
|
Reflects the impact of FX translation into U.S. dollars at the
2018
average exchange rates for all periods presented.
|
(3)
|
Presentation of this metric excluding FX translation is a non-GAAP financial measure.
|
In millions of dollars, except as otherwise noted
|
2018
|
2017
|
2016
|
% Change
2018 vs. 2017 |
% Change
2017 vs. 2016 |
||||||||
Commissions and fees
|
$
|
4,516
|
|
$
|
4,318
|
|
$
|
3,998
|
|
5
|
%
|
8
|
%
|
Administration and other fiduciary fees
|
2,755
|
|
2,668
|
|
2,448
|
|
3
|
|
9
|
|
|||
Investment banking
|
4,352
|
|
4,661
|
|
3,868
|
|
(7
|
)
|
21
|
|
|||
Principal transactions
|
8,852
|
|
8,012
|
|
7,570
|
|
10
|
|
6
|
|
|||
Other
(1)
|
794
|
|
1,179
|
|
(143
|
)
|
(33
|
)
|
NM
|
|
|||
Total non-interest revenue
|
$
|
21,269
|
|
$
|
20,838
|
|
$
|
17,741
|
|
2
|
%
|
17
|
%
|
Net interest revenue (including dividends)
|
15,725
|
|
15,636
|
|
16,199
|
|
1
|
|
(3
|
)
|
|||
Total revenues, net of interest expense
|
$
|
36,994
|
|
$
|
36,474
|
|
$
|
33,940
|
|
1
|
%
|
7
|
%
|
Total operating expenses
|
$
|
20,979
|
|
$
|
20,415
|
|
$
|
19,669
|
|
3
|
%
|
4
|
%
|
Net credit losses
|
$
|
172
|
|
$
|
365
|
|
$
|
516
|
|
(53
|
)%
|
(29
|
)%
|
Credit reserve build (release)
|
(104
|
)
|
(221
|
)
|
(64
|
)
|
53
|
|
NM
|
|
|||
Provision (release) for unfunded lending commitments
|
116
|
|
(159
|
)
|
34
|
|
NM
|
|
NM
|
|
|||
Provisions for credit losses
|
$
|
184
|
|
$
|
(15
|
)
|
$
|
486
|
|
NM
|
|
NM
|
|
Income from continuing operations before taxes
|
$
|
15,831
|
|
$
|
16,074
|
|
$
|
13,785
|
|
(2
|
)%
|
17
|
%
|
Income taxes
|
3,631
|
|
7,008
|
|
4,260
|
|
(48
|
)
|
65
|
|
|||
Income from continuing operations
|
$
|
12,200
|
|
$
|
9,066
|
|
$
|
9,525
|
|
35
|
%
|
(5
|
)%
|
Noncontrolling interests
|
17
|
|
57
|
|
58
|
|
(70
|
)
|
(2
|
)
|
|||
Net income
|
$
|
12,183
|
|
$
|
9,009
|
|
$
|
9,467
|
|
35
|
%
|
(5
|
)%
|
EOP assets
(in billions of dollars)
|
$
|
1,394
|
|
$
|
1,336
|
|
$
|
1,277
|
|
4
|
%
|
5
|
%
|
Average assets
(in billions of dollars)
|
1,404
|
|
1,358
|
|
1,298
|
|
3
|
|
5
|
|
|||
Return on average assets
|
0.87
|
%
|
0.66
|
%
|
0.73
|
%
|
|
|
|||||
Efficiency ratio
|
57
|
|
56
|
|
58
|
|
|
|
|||||
Revenues by region
|
|
|
|
|
|
||||||||
North America
|
$
|
12,914
|
|
$
|
13,923
|
|
$
|
12,767
|
|
(7
|
)%
|
9
|
%
|
EMEA
|
11,770
|
|
10,879
|
|
10,012
|
|
8
|
|
9
|
|
|||
Latin America
|
4,504
|
|
4,385
|
|
4,125
|
|
3
|
|
6
|
|
|||
Asia
|
7,806
|
|
7,287
|
|
7,036
|
|
7
|
|
4
|
|
|||
Total
|
$
|
36,994
|
|
$
|
36,474
|
|
$
|
33,940
|
|
1
|
%
|
7
|
%
|
Income from continuing operations by region
|
|
|
|
|
|
|
|||||||
North America
|
$
|
3,500
|
|
$
|
2,355
|
|
$
|
3,515
|
|
49
|
%
|
(33
|
)%
|
EMEA
|
3,891
|
|
2,832
|
|
2,345
|
|
37
|
|
21
|
|
|||
Latin America
|
1,889
|
|
1,544
|
|
1,454
|
|
22
|
|
6
|
|
|||
Asia
|
2,920
|
|
2,335
|
|
2,211
|
|
25
|
|
6
|
|
|||
Total
|
$
|
12,200
|
|
$
|
9,066
|
|
$
|
9,525
|
|
35
|
%
|
(5
|
)%
|
Average loans by region
(in billions of dollars)
|
|
|
|
|
|
|
|||||||
North America
|
$
|
165
|
|
$
|
151
|
|
$
|
145
|
|
9
|
%
|
4
|
%
|
EMEA
|
81
|
|
69
|
|
66
|
|
17
|
|
5
|
|
|||
Latin America
|
34
|
|
34
|
|
35
|
|
—
|
|
(3
|
)
|
|||
Asia
|
66
|
|
62
|
|
57
|
|
6
|
|
9
|
|
|||
Total
|
$
|
346
|
|
$
|
316
|
|
$
|
303
|
|
9
|
%
|
4
|
%
|
EOP deposits by business
(in billions of dollars)
|
|
|
|
|
|
||||||||
Treasury and trade solutions
|
$
|
472
|
|
$
|
432
|
|
$
|
412
|
|
9
|
%
|
5
|
%
|
All other
ICG
businesses
|
218
|
|
208
|
|
200
|
|
5
|
|
4
|
|
|||
Total
|
$
|
690
|
|
$
|
640
|
|
$
|
612
|
|
8
|
%
|
5
|
%
|
(1)
|
2017 includes the approximate $580 million gain on the sale of a fixed income analytics business. 2016 includes a charge of approximately $180 million, primarily reflecting the write-down of Citi’s net investment in Venezuela due to changes in the exchange rate.
|
In millions of dollars
|
2018
|
2017
|
2016
|
% Change
2018 vs. 2017 |
% Change
2017 vs. 2016 |
||||||||
Investment banking
revenue details
|
|
|
|
|
|
||||||||
Advisory
|
$
|
1,301
|
|
$
|
1,123
|
|
$
|
1,013
|
|
16
|
%
|
11
|
%
|
Equity underwriting
|
991
|
|
1,121
|
|
663
|
|
(12
|
)
|
69
|
|
|||
Debt underwriting
|
2,719
|
|
3,126
|
|
2,776
|
|
(13
|
)
|
13
|
|
|||
Total investment banking
|
$
|
5,011
|
|
$
|
5,370
|
|
$
|
4,452
|
|
(7
|
)%
|
21
|
%
|
Treasury and trade solutions
|
9,289
|
|
8,635
|
|
8,022
|
|
8
|
|
8
|
|
|||
Corporate lending—excluding gains (losses) on loan hedges
(1)
|
2,232
|
|
1,938
|
|
1,734
|
|
15
|
|
12
|
|
|||
Private bank
|
3,398
|
|
3,108
|
|
2,728
|
|
9
|
|
14
|
|
|||
Total
Banking
revenues (ex-gains (losses) on
loan hedges)
|
$
|
19,930
|
|
$
|
19,051
|
|
$
|
16,936
|
|
5
|
%
|
12
|
%
|
Corporate lending—gains (losses) on loan hedges
(1)
|
$
|
45
|
|
$
|
(133
|
)
|
$
|
(594
|
)
|
NM
|
|
78
|
%
|
Total
Banking
revenues (including gains (losses) on loan hedges), net of interest expense
|
$
|
19,975
|
|
$
|
18,918
|
|
$
|
16,342
|
|
6
|
%
|
16
|
%
|
Fixed income markets
|
$
|
11,635
|
|
$
|
12,351
|
|
$
|
13,063
|
|
(6
|
)%
|
(5
|
)%
|
Equity markets
|
3,427
|
|
2,879
|
|
2,933
|
|
19
|
|
(2
|
)
|
|||
Securities services
|
2,631
|
|
2,366
|
|
2,181
|
|
11
|
|
8
|
|
|||
Other
(2)
|
(674
|
)
|
(40
|
)
|
(579
|
)
|
NM
|
|
93
|
|
|||
Total
Markets and securities services
revenues, net
of interest expense |
$
|
17,019
|
|
$
|
17,556
|
|
$
|
17,598
|
|
(3
|
)%
|
—
|
%
|
Total revenues, net of interest expense
|
$
|
36,994
|
|
$
|
36,474
|
|
$
|
33,940
|
|
1
|
%
|
7
|
%
|
Commissions and fees
|
$
|
706
|
|
$
|
641
|
|
$
|
498
|
|
10
|
%
|
29
|
%
|
Principal transactions
(3)
|
7,108
|
|
6,995
|
|
6,680
|
|
2
|
|
5
|
|
|||
Other
|
380
|
|
596
|
|
595
|
|
(36
|
)
|
—
|
|
|||
Total non-interest revenue
|
$
|
8,194
|
|
$
|
8,232
|
|
$
|
7,773
|
|
—
|
%
|
6
|
%
|
Net interest revenue
|
3,441
|
|
4,119
|
|
5,290
|
|
(16
|
)
|
(22
|
)
|
|||
Total fixed income markets
|
$
|
11,635
|
|
$
|
12,351
|
|
$
|
13,063
|
|
(6
|
)%
|
(5
|
)%
|
Rates and currencies
|
$
|
8,461
|
|
$
|
8,885
|
|
$
|
9,381
|
|
(5
|
)%
|
(5
|
)%
|
Spread products/other fixed income
|
3,174
|
|
3,466
|
|
3,682
|
|
(8
|
)
|
(6
|
)
|
|||
Total fixed income markets
|
$
|
11,635
|
|
$
|
12,351
|
|
$
|
13,063
|
|
(6
|
)%
|
(5
|
)%
|
Commissions and fees
|
$
|
1,268
|
|
$
|
1,271
|
|
$
|
1,338
|
|
—
|
%
|
(5
|
)%
|
Principal transactions
(3)
|
1,240
|
|
478
|
|
218
|
|
NM
|
|
NM
|
|
|||
Other
|
109
|
|
7
|
|
139
|
|
NM
|
|
(95
|
)
|
|||
Total non-interest revenue
|
$
|
2,617
|
|
$
|
1,756
|
|
$
|
1,695
|
|
49
|
%
|
4
|
%
|
Net interest revenue
|
810
|
|
1,123
|
|
1,238
|
|
(28
|
)
|
(9
|
)
|
|||
Total equity markets
|
$
|
3,427
|
|
$
|
2,879
|
|
$
|
2,933
|
|
19
|
%
|
(2
|
)%
|
(1)
|
Credit derivatives are used to economically hedge a portion of the corporate loan portfolio that includes both accrual loans and loans at fair value. Gains (losses) on loan hedges includes the mark-to-market on the credit derivatives and the mark-to-market on the loans in the portfolio that are at fair value. The fixed premium costs of these hedges are netted against the corporate lending revenues to reflect the cost of credit protection. Citigroup’s results of operations excluding the impact of gains (losses) on loan hedges are non-GAAP financial measures.
|
(2)
|
2017 includes the approximate $580 million gain on the sale of a fixed income analytics business. 2016 includes a charge of approximately $180 million, primarily reflecting the write-down of Citi’s net investment in Venezuela due to changes in the exchange rate.
|
(3)
|
Excludes principal transactions revenues of
ICG
businesses other than
Markets and securities services
, primarily treasury and trade solutions and the private bank.
|
•
|
Revenues
increased 1%, reflecting a 6% increase in
Banking
(including the gains (losses) on loan hedges), largely offset by a 3% decrease in
Markets and securities services
. Excluding the impact of a gain of approximately $580 million on the sale of a fixed income analytics business in the prior year, revenues increased 3%, primarily driven by a 6% increase in
Banking
revenue, as
Markets and securities services
revenues were largely unchanged versus the prior year. Excluding the impact of the gains (losses) on loan hedges,
Banking
revenues increased 5%, driven by solid growth across treasury and trade solutions, private bank and corporate lending. Excluding the gain on sale in the prior year,
Markets
and securities services
revenues were largely unchanged, as increases in equity markets and securities services revenues were offset by a decrease in fixed income markets revenues. Citi expects that revenues in its markets and investment banking businesses will likely reflect the overall market environment during 2019.
|
•
|
Investment banking
revenues decreased 7%, largely reflecting a decline in market wallet and market share across debt and equity underwriting as well as the comparison to the particularly strong performance in the prior year. Advisory revenues increased 16%, reflecting strength in
North America
, driven by gains in wallet share and increased market activity. Equity underwriting revenues decreased 12%, primarily driven by lower revenues in
EMEA
. Debt underwriting revenues decreased 13%, primarily driven by lower revenues in
North America
.
|
•
|
Treasury and trade solutions
revenues increased 8%. Excluding the impact of FX translation, revenues increased 9%, reflecting strength in all regions, driven by growth across both net interest and fee income. Revenues increased in the cash business, primarily driven by continued growth in deposit balances and improved deposit spreads due to higher interest rates, as well as higher transaction volumes from both new and existing clients. The trade business experienced strong revenue growth, as the business continued to focus on high-quality loan growth, while spreads remained largely stable throughout the year. Average deposits increased 6%, with
|
•
|
Corporate lending
revenues increased 26%. Excluding the impact of gains (losses) on loan hedges, revenues increased 15%, driven by higher loan volumes and lower hedging costs. Average loans increased 9% versus the prior year.
|
•
|
Private bank
revenues increased 9%, driven by underlying growth across all regions, reflecting improved
|
•
|
Fixed income markets
revenues decreased 6%, driven by lower revenues in
North America
and
Asia.
The decrease in revenues was due to lower net interest revenue (decrease of 16%), as non-interest revenues were largely unchanged. The decline in net interest revenues was driven by rates and currencies as well as spread products and other fixed income revenues, mainly reflecting a change in the mix of trading positions in support of client activity, as well as higher funding costs, given the higher interest rate environment.
|
•
|
Equity markets
revenues increased 19%. Excluding an episodic loss in derivatives of approximately $130 million related to a single client event in the prior year, revenues increased 14%, as growth in equity derivatives and prime finance was partially offset by lower cash equities revenues. Excluding the episodic loss in the prior year, equity derivatives revenues increased in all regions, driven by strong investor and corporate client activity as well as a more favorable market environment. Principal transaction revenues increased, partially offset by a decrease in net interest revenue, mainly reflecting a change in the mix of trading positions in support of client activity. Prime finance revenues increased, particularly in
EMEA
and
Asia
, reflecting growth in client balances and higher investor client activity. Cash equities revenues decreased modestly, primarily driven by
Asia
, due to a more challenging trading environment.
|
•
|
Securities services
revenues increased 11%. Excluding the impact of FX translation, revenues increased 13%, reflecting continued strength in
EMEA
and
Asia
. The increase in revenues was driven by higher fee revenues, reflecting growth in client volumes, as well as higher net interest revenue driven by higher deposit volumes and higher interest rates.
|
•
|
Revenues
increased 7%, reflecting a 16% increase in
Banking
(including the losses on loan hedges). Excluding the impact of the losses on loan hedges,
Banking
revenues increased 12%.
Markets and securities services
revenues were largely unchanged, as growth in securities services revenues (increase of 8%) as well as the gain on the sale of the fixed income analytics business in 2017 were offset by a 5% decrease in fixed income markets and a 2% decrease in equity markets revenues.
|
•
|
Investment banking
revenues increased 21%, largely reflecting gains in wallet share and increased market activity. Advisory revenues increased 11%, equity underwriting revenues increased 69% and debt underwriting revenues increased 13%.
|
•
|
Treasury and trade solutions
revenues increased 8%. Excluding the impact of FX translation, revenues increased 7%, primarily due to continued growth in transaction volumes and deposit balances and improved spreads. Trade revenues increased modestly, driven by steady loan growth, partially offset by an industry-wide tightening of loan spreads.
|
•
|
Corporate lending
revenues increased 58%. Excluding the impact of losses on loans hedges, revenues increased 12%, driven by lower hedging costs and the absence of a prior-year adjustment to the residual value of a lease financing transaction.
|
•
|
Private bank
revenues increased 14%, primarily due to higher loan and deposit volumes, higher deposit spreads
|
•
|
Fixed income markets
revenues decreased 5%, primarily due to low volatility as well as the comparison to higher revenues in the prior year from a more robust trading environment. The decline in revenues was driven by lower net interest revenue, largely due to higher funding costs and a change in the mix of trading positions in support of client activity. The decline was partially offset by higher principal transactions revenues and commissions and fees revenues.
|
•
|
Equity markets
revenues decreased 2%. Excluding the episodic loss in derivatives of approximately $130 million related to a single client event in 2017, revenues increased 3%, as continued growth in prime finance and delta one client balances and higher investor client activity were partially offset by lower episodic activity with corporate clients. Excluding the episodic loss in derivatives, equity derivatives revenues increased, driven by the stronger investor client activity. Cash equities revenues were modestly higher as well, partially offset by lower cash commissions, as clients continued to move toward automated execution platforms across the industry.
|
•
|
Securities services
revenues increased 8%. Excluding the impact of the divestiture of a private equity fund services business in 2016, revenues increased 12%, driven by growth in client volumes and higher interest revenue due to a more favorable rate environment.
|
In millions of dollars
|
2018
|
2017
|
2016
|
% Change
2018 vs. 2017 |
% Change
2017 vs. 2016 |
||||||||
Net interest revenue
|
$
|
2,254
|
|
$
|
2,000
|
|
$
|
3,045
|
|
13
|
%
|
(34
|
)%
|
Non-interest revenue
|
(171
|
)
|
1,132
|
|
2,188
|
|
NM
|
|
(48
|
)
|
|||
Total revenues, net of interest expense
|
$
|
2,083
|
|
$
|
3,132
|
|
$
|
5,233
|
|
(33
|
)%
|
(40
|
)%
|
Total operating expenses
|
$
|
2,272
|
|
$
|
3,814
|
|
$
|
5,042
|
|
(40
|
)%
|
(24
|
)%
|
Net credit losses
|
$
|
21
|
|
$
|
149
|
|
$
|
435
|
|
(86
|
)%
|
(66
|
)%
|
Credit reserve build (release)
|
(218
|
)
|
(317
|
)
|
(456
|
)
|
31
|
|
30
|
|
|||
Provision (release) for unfunded lending commitments
|
(3
|
)
|
—
|
|
(8
|
)
|
—
|
|
100
|
|
|||
Provision for benefits and claims
|
(2
|
)
|
(7
|
)
|
98
|
|
71
|
|
NM
|
|
|||
Provisions for credit losses and for benefits and claims
|
$
|
(202
|
)
|
$
|
(175
|
)
|
$
|
69
|
|
(15
|
)
|
NM
|
|
Income (loss) from continuing operations before taxes
|
$
|
13
|
|
$
|
(507
|
)
|
$
|
122
|
|
NM
|
|
NM
|
|
Income taxes (benefits)
|
(113
|
)
|
19,064
|
|
(455
|
)
|
NM
|
|
NM
|
|
|||
Income (loss) from continuing operations
|
$
|
126
|
|
$
|
(19,571
|
)
|
$
|
577
|
|
NM
|
|
NM
|
|
Income (loss) from discontinued operations, net of taxes
|
(8
|
)
|
(111
|
)
|
(58
|
)
|
93
|
|
(91
|
)
|
|||
Net income (loss) before attribution of noncontrolling interests
|
$
|
118
|
|
$
|
(19,682
|
)
|
$
|
519
|
|
NM
|
|
NM
|
|
Noncontrolling interests
|
11
|
|
(6
|
)
|
(2
|
)
|
NM
|
|
NM
|
|
|||
Net income (loss)
|
$
|
107
|
|
$
|
(19,676
|
)
|
$
|
521
|
|
NM
|
|
NM
|
|
•
|
purchasing or retaining residual and other interests in unconsolidated special purpose entities, such as mortgage-backed and other asset-backed securitization entities;
|
•
|
holding senior and subordinated debt, interests in limited and general partnerships and equity interests in other unconsolidated special purpose entities;
|
•
|
providing guarantees, indemnifications, loan commitments, letters of credit and representations and warranties; and
|
•
|
entering into operating leases for property and equipment.
|
Variable interests and other obligations, including contingent obligations, arising from variable interests in nonconsolidated VIEs
|
See Note 21 to the Consolidated Financial Statements.
|
Letters of credit, and lending and other commitments
|
See Note 26 to the Consolidated Financial Statements.
|
Guarantees
|
See Note 26 to the Consolidated Financial Statements.
|
Leases
|
See Note 26 to the Consolidated Financial Statements.
|
|
Contractual obligations by year
|
|
|||||||||||||||||||
In millions of dollars
|
2019
|
2020
|
2021
|
2022
|
2023
|
Thereafter
|
Total
|
||||||||||||||
Long-term debt obligations—principal
(1)
|
$
|
38,590
|
|
$
|
37,303
|
|
$
|
28,542
|
|
$
|
14,095
|
|
$
|
19,061
|
|
$
|
94,408
|
|
$
|
231,999
|
|
Long-term debt obligations—interest payments
(2)
|
8,232
|
|
6,763
|
|
5,489
|
|
4,664
|
|
4,022
|
|
37,617
|
|
66,787
|
|
|||||||
Operating and capital lease obligations
|
925
|
|
748
|
|
657
|
|
525
|
|
394
|
|
1,890
|
|
5,139
|
|
|||||||
Purchase obligations
(3)
|
535
|
|
494
|
|
509
|
|
501
|
|
329
|
|
1,024
|
|
3,392
|
|
|||||||
Other liabilities
(4)
|
33,077
|
|
523
|
|
132
|
|
79
|
|
75
|
|
1,718
|
|
35,604
|
|
|||||||
Total
|
$
|
81,359
|
|
$
|
45,831
|
|
$
|
35,329
|
|
$
|
19,864
|
|
$
|
23,881
|
|
$
|
136,657
|
|
$
|
342,921
|
|
(1)
|
For additional information about long-term debt obligations, see “Liquidity Risk—Long-Term Debt” below and Note 17 to the Consolidated Financial Statements.
|
(2)
|
Contractual obligations related to interest payments on long-term debt for
2019
–
2023
are calculated by applying the December 31,
2018
weighted-average interest rate (3.87%) on average outstanding long-term debt to the average remaining contractual obligations on long-term debt for each of those years. The “Thereafter” interest payments on long-term debt for the remaining years to maturity (2024–2098) are calculated by applying current interest rates on the remaining contractual obligations on long-term debt for each of those years.
|
(3)
|
Purchase obligations consist of obligations to purchase goods or services that are enforceable and legally binding on Citi. For presentation purposes, purchase obligations are included in the table above through the termination date of the respective agreements, even if the contract is renewable. Many of the purchase agreements for goods or services include clauses that would allow Citi to cancel the agreement with specified notice; however, that impact is not included in the table above (unless Citi has already notified the counterparty of its intention to terminate the agreement).
|
(4)
|
Other liabilities
reflected on Citigroup’s Consolidated Balance Sheet includes accounts payable, accrued expenses, uncertain tax positions and other liabilities that have been incurred and will ultimately be paid in cash; legal reserve accruals are not included in the table above. Also includes discretionary contributions in 2018 for Citi’s employee-defined benefit obligations for the pension, postretirement and post employment plans and defined contribution plans.
|
|
2018
|
2017
|
||
Method 1
|
2.0
|
%
|
2.0
|
%
|
Method 2
|
3.0
|
|
3.0
|
|
Basel III Transition Arrangements: Minimum Risk-Based Capital Ratios
|
•
|
The Comprehensive Capital Analysis and Review (CCAR) evaluates Citi’s capital adequacy, capital adequacy process, and its planned capital distributions, such as dividend payments and common stock repurchases. As part of CCAR, the Federal Reserve Board assesses whether Citi has sufficient capital to continue operations throughout times of economic and financial market stress and whether Citi has robust, forward-looking capital planning processes that account for its unique risks. The Federal Reserve Board may object to Citi’s annual capital plan based on either quantitative or qualitative grounds. If the Federal Reserve Board objects to Citi’s annual capital plan, Citi may not undertake any capital distribution unless the Federal Reserve Board indicates in writing that it does not object to the distribution.
|
•
|
Dodd-Frank Act Stress Testing (DFAST) is a forward-looking quantitative evaluation of the impact of stressful economic and financial market conditions on Citi’s regulatory capital. This program serves to inform the Federal Reserve Board and the general public as to how Citi’s regulatory capital ratios might change using a hypothetical set of adverse economic conditions as designed by the Federal Reserve Board. In addition to the annual supervisory stress test conducted by the Federal Reserve Board, Citi is required to conduct annual company-run stress tests under the same adverse economic conditions designed by the Federal Reserve Board, as well as conduct a mid-cycle stress test under company-developed scenarios.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
In millions of dollars, except ratios
|
Advanced Approaches
|
Standardized Approach
|
|
Advanced Approaches
|
Standardized Approach
|
||||||||
Common Equity Tier 1 Capital
|
$
|
139,252
|
|
$
|
139,252
|
|
|
$
|
142,822
|
|
$
|
142,822
|
|
Tier 1 Capital
|
158,122
|
|
158,122
|
|
|
162,377
|
|
162,377
|
|
||||
Total Capital (Tier 1 Capital + Tier 2 Capital)
|
183,144
|
|
195,440
|
|
|
187,877
|
|
199,989
|
|
||||
Total Risk-Weighted Assets
|
1,131,933
|
|
1,174,448
|
|
|
1,152,644
|
|
1,155,099
|
|
||||
Credit Risk
|
$
|
758,887
|
|
$
|
1,109,007
|
|
|
$
|
767,102
|
|
$
|
1,089,372
|
|
Market Risk
|
63,987
|
|
65,441
|
|
|
65,003
|
|
65,727
|
|
||||
Operational Risk
|
309,059
|
|
—
|
|
|
320,539
|
|
—
|
|
||||
Common Equity Tier 1 Capital ratio
(1)(2)
|
12.30
|
%
|
11.86
|
%
|
|
12.39
|
%
|
12.36
|
%
|
||||
Tier 1 Capital ratio
(1)(2)
|
13.97
|
|
13.46
|
|
|
14.09
|
|
14.06
|
|
||||
Total Capital ratio
(1)(2)
|
16.18
|
|
16.64
|
|
|
16.30
|
|
17.31
|
|
In millions of dollars, except ratios
|
December 31, 2018
|
|
December 31, 2017
|
||||||
Quarterly Adjusted Average Total Assets
(3)
|
|
$
|
1,896,959
|
|
|
|
$
|
1,868,326
|
|
Total Leverage Exposure
(4)
|
|
2,465,641
|
|
|
|
2,432,491
|
|
||
Tier 1 Leverage ratio
(2)
|
|
8.34
|
%
|
|
|
8.69
|
%
|
||
Supplementary Leverage ratio
(2)
|
|
6.41
|
|
|
|
6.68
|
|
(1)
|
As of December 31,
2018
and 2017, Citi’s reportable Common Equity Tier 1 Capital and Tier 1 Capital ratios were the lower derived under the Basel III Standardized Approach, whereas the reportable Total Capital ratio was the lower derived under the Basel III Advanced Approaches framework.
|
(2)
|
Citi’s risk-based capital and leverage ratios and related components as of December 31, 2017 are non-GAAP financial measures, which reflect full implementation of regulatory capital adjustments and deductions prior to the effective date of January 1, 2018. Citi believes these ratios and the related components provide useful information to investors and others by measuring Citi’s progress in prior periods against currently effective regulatory capital standards.
|
(3)
|
Tier 1 Leverage ratio denominator.
|
(4)
|
Supplementary Leverage ratio denominator.
|
In millions of dollars
|
December 31,
2018 |
December 31,
2017 |
||||
Common Equity Tier 1 Capital
|
|
|
||||
Citigroup common stockholders’ equity
(1)
|
$
|
177,928
|
|
$
|
181,671
|
|
Add: Qualifying noncontrolling interests
|
147
|
|
153
|
|
||
Regulatory Capital Adjustments and Deductions:
|
|
|
||||
Less: Accumulated net unrealized losses on cash flow hedges, net of tax
(2)
|
(728
|
)
|
(698
|
)
|
||
Less: Cumulative unrealized net gain (loss) related to changes in fair value of financial liabilities
attributable to own creditworthiness, net of tax
(3)
|
580
|
|
(721
|
)
|
||
Less: Intangible assets:
|
|
|
||||
Goodwill, net of related DTLs
(4)
|
21,778
|
|
22,052
|
|
||
Identifiable intangible assets other than MSRs, net of related DTLs
|
4,402
|
|
4,401
|
|
||
Less: Defined benefit pension plan net assets
|
806
|
|
896
|
|
||
Less: DTAs arising from net operating loss, foreign tax credit and general business credit
carry-forwards
(5)
|
11,985
|
|
13,072
|
|
||
Total Common Equity Tier 1 Capital (Standardized Approach and Advanced Approaches)
|
$
|
139,252
|
|
$
|
142,822
|
|
Additional Tier 1 Capital
|
|
|
||||
Qualifying noncumulative perpetual preferred stock
(1)
|
$
|
18,292
|
|
$
|
19,069
|
|
Qualifying trust preferred securities
(6)
|
1,384
|
|
1,377
|
|
||
Qualifying noncontrolling interests
|
55
|
|
61
|
|
||
Regulatory Capital Deductions:
|
|
|
||||
Less: Permitted ownership interests in covered funds
(7)
|
806
|
|
900
|
|
||
Less: Minimum regulatory capital requirements of insurance underwriting subsidiaries
(8)
|
55
|
|
52
|
|
||
Total Additional Tier 1 Capital (Standardized Approach and Advanced Approaches)
|
$
|
18,870
|
|
$
|
19,555
|
|
Total Tier 1 Capital (Common Equity Tier 1 Capital + Additional Tier 1 Capital)
(Standardized Approach and Advanced Approaches)
|
$
|
158,122
|
|
$
|
162,377
|
|
Tier 2 Capital
|
|
|
||||
Qualifying subordinated debt
|
$
|
23,324
|
|
$
|
23,673
|
|
Qualifying trust preferred securities
(9)
|
321
|
|
329
|
|
||
Qualifying noncontrolling interests
|
47
|
|
50
|
|
||
Eligible allowance for credit losses
(10)
|
13,681
|
|
13,612
|
|
||
Regulatory Capital Deduction:
|
|
|
||||
Less: Minimum regulatory capital requirements of insurance underwriting subsidiaries
(8)
|
55
|
|
52
|
|
||
Total Tier 2 Capital (Standardized Approach)
|
$
|
37,318
|
|
$
|
37,612
|
|
Total Capital (Tier 1 Capital + Tier 2 Capital) (Standardized Approach)
|
$
|
195,440
|
|
$
|
199,989
|
|
Adjustment for excess of eligible credit reserves over expected credit losses
(10)
|
$
|
(12,296
|
)
|
$
|
(12,112
|
)
|
Total Tier 2 Capital (Advanced Approaches)
|
$
|
25,022
|
|
$
|
25,500
|
|
Total Capital (Tier 1 Capital + Tier 2 Capital) (Advanced Approaches)
|
$
|
183,144
|
|
$
|
187,877
|
|
(1)
|
Issuance costs of $168 million and $184 million related to noncumulative perpetual preferred stock outstanding at December 31, 2018 and 2017, respectively, are excluded from common stockholders’ equity and netted against such 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 $22.9 billion of net DTAs at December 31, 2018, $11.9 billion was includable in Common Equity Tier 1 Capital pursuant to the U.S. Basel III rules, while $11.0 billion was excluded. Excluded from Citi’s Common Equity Tier 1 Capital as of December 31, 2018 was $12.0 billion of net DTAs arising from net operating loss, foreign tax credit and general business credit carry-forwards, which was reduced by $1.0 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. DTAs arising from net operating loss, foreign tax credit and general business credit carry-forwards are required to be entirely deducted from Common Equity Tier 1 Capital under the U.S. Basel III rules. Commencing on December 31, 2017, Citi’s DTAs arising from temporary differences were less than the 10% limitation under the U.S. Basel III rules and therefore not subject to deduction from Common Equity Tier 1 Capital, but are subject to risk-weighting at 250%.
|
(6)
|
Represents Citigroup Capital XIII trust preferred securities, which are permanently grandfathered as Tier 1 Capital under the U.S. Basel III rules.
|
(7)
|
Banking entities are required to be in compliance with the Volcker Rule of the Dodd-Frank Act which 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.
|
(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)
|
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.
|
(10)
|
Under the Standardized Approach, 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, which differs from the Advanced Approaches framework, in which 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. The total amount of eligible credit reserves in excess of expected credit losses that were eligible for inclusion in Tier 2 Capital, subject to limitation, under the Advanced Approaches framework was $1.4 billion and $1.5 billion at December 31,
2018
and
2017
, respectively.
|
In millions of dollars
|
Three Months Ended December 31, 2018
|
Twelve Months Ended
December 31, 2018 |
||||
Common Equity Tier 1 Capital, beginning of period
|
$
|
140,428
|
|
$
|
142,822
|
|
Net income
|
4,313
|
|
18,045
|
|
||
Common and preferred stock dividends declared
|
(1,402
|
)
|
(5,039
|
)
|
||
Net increase in treasury stock
|
(4,692
|
)
|
(14,061
|
)
|
||
Net change in common stock and additional paid-in capital
|
81
|
|
(102
|
)
|
||
Net increase in foreign currency translation adjustment net of hedges, net of tax
|
(394
|
)
|
(2,362
|
)
|
||
Net change in unrealized gains (losses) on debt securities AFS, net of tax
|
1,072
|
|
(1,092
|
)
|
||
Net increase in defined benefit plans liability adjustment, net of tax
|
(489
|
)
|
(74
|
)
|
||
Net change in adjustment related to changes in fair value of financial liabilities
attributable to own creditworthiness, net of tax
|
(129
|
)
|
(188
|
)
|
||
Net decrease in ASC 815—Excluded component of Fair Value Hedges
|
(35
|
)
|
(57
|
)
|
||
Net decrease in goodwill, net of related DTLs
|
113
|
|
274
|
|
||
Net increase in identifiable intangible assets other than MSRs, net of related DTLs
|
(98
|
)
|
(1
|
)
|
||
Net decrease in defined benefit pension plan net assets
|
125
|
|
90
|
|
||
Net decrease in DTAs arising from net operating loss, foreign tax credit and
general business credit carry-forwards
|
360
|
|
1,087
|
|
||
Other
|
(1
|
)
|
(90
|
)
|
||
Net decrease in Common Equity Tier 1 Capital
|
$
|
(1,176
|
)
|
$
|
(3,570
|
)
|
Common Equity Tier 1 Capital, end of period
(Standardized Approach and Advanced Approaches)
|
$
|
139,252
|
|
$
|
139,252
|
|
Additional Tier 1 Capital, beginning of period
|
$
|
19,449
|
|
$
|
19,555
|
|
Net decrease in qualifying perpetual preferred stock
|
(559
|
)
|
(777
|
)
|
||
Net increase in qualifying trust preferred securities
|
2
|
|
7
|
|
||
Net change in permitted ownership interests in covered funds
|
(11
|
)
|
94
|
|
||
Other
|
(11
|
)
|
(9
|
)
|
||
Net decrease in Additional Tier 1 Capital
|
$
|
(579
|
)
|
$
|
(685
|
)
|
Additional Tier 1 Capital, end of period
(Standardized Approach and Advanced Approaches)
|
$
|
18,870
|
|
$
|
18,870
|
|
Tier 1 Capital, end of period
(Standardized Approach and Advanced Approaches)
|
$
|
158,122
|
|
$
|
158,122
|
|
Tier 2 Capital, beginning of period (Standardized Approach)
|
$
|
36,931
|
|
$
|
37,612
|
|
Net change in qualifying subordinated debt
|
376
|
|
(349
|
)
|
||
Net increase in eligible allowance for credit losses
|
25
|
|
69
|
|
||
Other
|
(14
|
)
|
(14
|
)
|
||
Net change in Tier 2 Capital (Standardized Approach)
|
$
|
387
|
|
$
|
(294
|
)
|
Tier 2 Capital, end of period (Standardized Approach)
|
$
|
37,318
|
|
$
|
37,318
|
|
Total Capital, end of period (Standardized Approach)
|
$
|
195,440
|
|
$
|
195,440
|
|
Tier 2 Capital, beginning of period (Advanced Approaches)
|
$
|
24,746
|
|
$
|
25,500
|
|
Net change in qualifying subordinated debt
|
376
|
|
(349
|
)
|
||
Net decrease in excess of eligible credit reserves over expected credit losses
|
(86
|
)
|
(115
|
)
|
||
Other
|
(14
|
)
|
(14
|
)
|
||
Net change in Tier 2 Capital (Advanced Approaches)
|
$
|
276
|
|
$
|
(478
|
)
|
Tier 2 Capital, end of period (Advanced Approaches)
|
$
|
25,022
|
|
$
|
25,022
|
|
Total Capital, end of period (Advanced Approaches)
|
$
|
183,144
|
|
$
|
183,144
|
|
In millions of dollars
|
Three Months Ended December 31, 2018
|
Twelve Months Ended
December 31, 2018 |
||||
Total Risk-Weighted Assets, beginning of period
|
$
|
1,196,923
|
|
$
|
1,155,099
|
|
Changes in Credit Risk-Weighted Assets
|
|
|
||||
Net increase in general credit risk exposures
(1)
|
135
|
|
2,850
|
|
||
Net increase in repo-style transactions
(2)
|
1,449
|
|
7,070
|
|
||
Net increase in securitization exposures
(3)
|
2,300
|
|
2,068
|
|
||
Net change in equity exposures
|
(1,484
|
)
|
1,195
|
|
||
Net change in over-the-counter (OTC) derivatives
(4)
|
(10,849
|
)
|
7,364
|
|
||
Net change in other exposures
(5)
|
(535
|
)
|
1,464
|
|
||
Net decrease in off-balance sheet exposures
(6)
|
(8,878
|
)
|
(2,376
|
)
|
||
Net change in Credit Risk-Weighted Assets
|
$
|
(17,862
|
)
|
$
|
19,635
|
|
Changes in Market Risk-Weighted Assets
|
|
|
||||
Net change in risk levels
(7)
|
$
|
(4,219
|
)
|
$
|
7,383
|
|
Net decrease due to model and methodology updates
(8)
|
(394
|
)
|
(7,669
|
)
|
||
Net decrease in Market Risk-Weighted Assets
|
$
|
(4,613
|
)
|
$
|
(286
|
)
|
Total Risk-Weighted Assets, end of period
|
$
|
1,174,448
|
|
$
|
1,174,448
|
|
(1)
|
General credit risk exposures include cash and balances due from depository institutions, securities, and loans and leases. General credit risk exposures increased during the 12 months ended December 31, 2018 mainly driven by growth in corporate loans.
|
(2)
|
Repo-style transactions include repurchase and reverse repurchase transactions as well as securities borrowing and securities lending transactions.
|
(3)
|
Securitization exposures increased during the three and 12 months ended December 31, 2018 due to increased exposures from new deals.
|
(4)
|
OTC derivatives decreased during the three months ended December 31, 2018 due to a decrease in notional amounts for bilateral trades. OTC derivatives increased during the 12 months ended December 31, 2018, primarily due to notional increases.
|
(5)
|
Other exposures include cleared transactions, unsettled transactions, and other assets. Other exposures increased during the 12 months ended December 31, 2018 primarily due to increases in various other assets subject to risk-weighting at 100% and additional DTAs arising from temporary differences, which are subject to risk-weighting at 250%.
|
(6)
|
Off-balance sheet exposures decreased during the three and 12 months ended December 31, 2018, primarily due to a reduction in loan commitments.
|
(7)
|
Risk levels decreased during the three months ended December 31, 2018 primarily due to a decrease in positions subject to incremental risk charges. Risk levels increased during the 12 months ended December 31, 2018 primarily due to changes in exposure levels subject to Value at Risk and Stressed Value at Risk.
|
(8)
|
Risk-weighted assets decreased during the 12 months ended December 31, 2018 primarily due to changes in model inputs regarding volatility and the correlation between market risk factors, as well as methodology changes for standard specific risk charges.
|
In millions of dollars
|
Three Months Ended December 31, 2018
|
Twelve Months Ended
December 31, 2018 |
||||
Total Risk-Weighted Assets, beginning of period
|
$
|
1,155,188
|
|
$
|
1,152,644
|
|
Changes in Credit Risk-Weighted Assets
|
|
|
||||
Net change in retail exposures
(1)
|
2,320
|
|
(11,898
|
)
|
||
Net decrease in wholesale exposures
(2)
|
(6,392
|
)
|
(635
|
)
|
||
Net increase in repo-style transactions
(3)
|
3,334
|
|
4,728
|
|
||
Net increase in securitization exposures
(4)
|
2,118
|
|
2,505
|
|
||
Net change in equity exposures
|
(1,412
|
)
|
1,466
|
|
||
Net decrease in over-the-counter (OTC) derivatives
(5)
|
(8,817
|
)
|
(7,063
|
)
|
||
Net change in derivatives CVA
|
(465
|
)
|
1,318
|
|
||
Net change in other exposures
(6)
|
(1,141
|
)
|
1,904
|
|
||
Net decrease in supervisory 6% multiplier
(7)
|
(600
|
)
|
(540
|
)
|
||
Net decrease in Credit Risk-Weighted Assets
|
$
|
(11,055
|
)
|
$
|
(8,215
|
)
|
Changes in Market Risk-Weighted Assets
|
|
|
||||
Net change in risk levels
(8)
|
$
|
(4,266
|
)
|
$
|
6,653
|
|
Net decrease due to model and methodology updates
(9)
|
(394
|
)
|
(7,669
|
)
|
||
Net decrease in Market Risk-Weighted Assets
|
$
|
(4,660
|
)
|
$
|
(1,016
|
)
|
Net decrease in Operational Risk-Weighted Assets
(10)
|
$
|
(7,540
|
)
|
$
|
(11,480
|
)
|
Total Risk-Weighted Assets, end of period
|
$
|
1,131,933
|
|
$
|
1,131,933
|
|
(1)
|
Retail exposures increased during the three months ended December 31, 2018, primarily due to seasonal spending for qualifying revolving (cards) exposures. Retail exposures decreased during the 12 months ended December 31, 2018, primarily due to residential mortgage loan sales and repayments.
|
(2)
|
Wholesale exposures decreased during the three months ended December 31, 2018, primarily due to decreases in loan commitments.
|
(3)
|
Repo-style transactions include repurchase and reverse repurchase transactions as well as securities borrowing and securities lending transactions.
|
(4)
|
Securitization exposures increased during the three and 12 months ended December 31, 2018, due to increased exposures from new deals.
|
(5)
|
OTC derivatives decreased during the three and 12 months ended December 31, 2018, primarily due to decreases in potential future exposure and fair value.
|
(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 decreased during the three months ended December 31, 2018, primarily due to a decrease in positions subject to incremental risk charges. Risk levels increased during the 12 months ended December 31, 2018 primarily due to changes in exposure levels subject to Value at Risk and Stressed Value at Risk.
|
(9)
|
Risk-weighted assets decreased during the 12 months ended December 31, 2018 primarily due to changes in model inputs regarding volatility and the correlation between market risk factors, as well as methodology changes for standard specific risk charges.
|
(10)
|
Operational risk-weighted assets decreased during the three months and 12 months ended December 31, 2018 primarily due to changes in operational loss severity and frequency.
|
In millions of dollars, except ratios
|
December 31, 2018
|
December 31, 2017
|
||||
Tier 1 Capital
|
$
|
158,122
|
|
$
|
162,377
|
|
Total Leverage Exposure (TLE)
|
|
|
||||
On-balance sheet assets
(1)
|
$
|
1,936,791
|
|
$
|
1,909,699
|
|
Certain off-balance sheet exposures:
(2)
|
|
|
||||
Potential future exposure on derivative contracts
|
187,130
|
|
191,555
|
|
||
Effective notional of sold credit derivatives, net
(3)
|
49,402
|
|
59,207
|
|
||
Counterparty credit risk for repo-style transactions
(4)
|
23,715
|
|
27,005
|
|
||
Unconditionally cancelable commitments
|
69,630
|
|
67,644
|
|
||
Other off-balance sheet exposures
|
238,805
|
|
218,754
|
|
||
Total of certain off-balance sheet exposures
|
$
|
568,682
|
|
$
|
564,165
|
|
Less: Tier 1 Capital deductions
|
39,832
|
|
41,373
|
|
||
Total Leverage Exposure
|
$
|
2,465,641
|
|
$
|
2,432,491
|
|
Supplementary Leverage ratio
|
6.41
|
%
|
6.68
|
%
|
(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.
|
|
December 31, 2018
|
|
December 31, 2017
|
||||||||||
In millions of dollars, except ratios
|
Advanced Approaches
|
Standardized Approach
|
|
Advanced Approaches
|
Standardized Approach
|
||||||||
Common Equity Tier 1 Capital
|
$
|
129,217
|
|
$
|
129,217
|
|
|
$
|
122,848
|
|
$
|
122,848
|
|
Tier 1 Capital
|
131,341
|
|
131,341
|
|
|
124,952
|
|
124,952
|
|
||||
Total Capital (Tier 1 Capital + Tier 2 Capital)
(1)
|
144,485
|
|
155,280
|
|
|
138,008
|
|
148,946
|
|
||||
Total Risk-Weighted Assets
|
927,931
|
|
1,030,514
|
|
|
965,435
|
|
1,024,502
|
|
||||
Credit Risk
|
$
|
656,664
|
|
$
|
991,999
|
|
|
$
|
674,659
|
|
$
|
980,324
|
|
Market Risk
|
38,144
|
|
38,515
|
|
|
43,300
|
|
44,178
|
|
||||
Operational Risk
|
233,123
|
|
—
|
|
|
247,476
|
|
—
|
|
||||
Common Equity Tier 1 Capital ratio
(2)(3)(4)
|
13.93
|
%
|
12.54
|
%
|
|
12.72
|
%
|
11.99
|
%
|
||||
Tier 1 Capital ratio
(2)(3)(4)
|
14.15
|
|
12.75
|
|
|
12.94
|
|
12.20
|
|
||||
Total Capital ratio
(2)(3)(4)
|
15.57
|
|
15.07
|
|
|
14.29
|
|
14.54
|
|
In millions of dollars, except ratios
|
December 31, 2018
|
|
December 31, 2017
|
||||||
Quarterly Adjusted Average Total Assets
(5)
|
|
$
|
1,399,029
|
|
|
|
$
|
1,401,187
|
|
Total Leverage Exposure
(6)
|
|
1,914,817
|
|
|
|
1,900,641
|
|
||
Tier 1 Leverage ratio
(2)(4)
|
|
9.39
|
%
|
|
|
8.92
|
%
|
||
Supplementary Leverage ratio
(2)(4)
|
|
6.86
|
|
|
|
6.57
|
|
(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)
|
Citibank’s risk-based capital and leverage ratios and related components as of December 31, 2017 are non-GAAP financial measures, which reflect full implementation of regulatory capital adjustments and deductions prior to the effective date of January 1, 2018. Citi believes these ratios and the related components provide useful information to investors and others by measuring Citi’s progress in prior periods against currently effective regulatory capital standards.
|
(3)
|
As of December 31, 2018, 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. As of December 31, 2017, Citibank’s reportable Common Equity Tier 1 Capital and Tier 1 Capital ratios were the lower derived under the Basel III Standardized Approach, whereas the reportable Total Capital ratio was the lower derived under the Basel III Advanced Approaches framework.
|
(4)
|
Citibank must maintain minimum Common Equity Tier 1 Capital, Tier 1 Capital, Total Capital and Tier 1 Leverage ratios of 6.5%, 8.0%, 10.0% and 5.0%, 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. Effective January 1, 2018, Citibank must also maintain a minimum Supplementary Leverage ratio of 6.0% to be considered “well capitalized.”
|
(5)
|
Tier 1 Leverage ratio denominator.
|
(6)
|
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
|
0.9
|
1.1
|
0.9
|
1.2
|
0.9
|
1.4
|
Standardized Approach
|
0.9
|
1.0
|
0.9
|
1.1
|
0.9
|
1.4
|
Citibank
|
|
|
|
|
|
|
Advanced Approaches
|
1.1
|
1.5
|
1.1
|
1.5
|
1.1
|
1.7
|
Standardized Approach
|
1.0
|
1.2
|
1.0
|
1.2
|
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
|
0.5
|
0.4
|
0.4
|
0.3
|
Citibank
|
0.7
|
0.7
|
0.5
|
0.4
|
In millions of dollars or shares, except per share amounts
|
December 31,
2018 |
December 31,
2017 |
||||
Total Citigroup stockholders’ equity
|
$
|
196,220
|
|
$
|
200,740
|
|
Less: Preferred stock
|
18,460
|
|
19,253
|
|
||
Common stockholders’ equity
|
$
|
177,760
|
|
$
|
181,487
|
|
Less:
|
|
|
||||
Goodwill
|
22,046
|
|
22,256
|
|
||
Identifiable intangible assets (other than MSRs)
|
4,636
|
|
4,588
|
|
||
Goodwill and identifiable intangible assets (other than MSRs) related to assets held-for-sale (HFS)
|
—
|
|
32
|
|
||
Tangible common equity (TCE)
|
$
|
151,078
|
|
$
|
154,611
|
|
Common shares outstanding (CSO)
|
2,368.5
|
|
2,569.9
|
|
||
Book value per share (common equity/CSO)
|
$
|
75.05
|
|
$
|
70.62
|
|
Tangible book value per share (TCE/CSO)
|
63.79
|
|
60.16
|
|
||
In millions of dollars
|
Year ended
December 31, 2018 |
Year ended December 31, 2017
(1)
|
||||
Net income less preferred dividends
|
$
|
16,872
|
|
$
|
14,583
|
|
Average common stockholders’ equity
|
$
|
179,497
|
|
$
|
207,747
|
|
Average TCE
|
$
|
153,343
|
|
$
|
180,458
|
|
Return on average common stockholders’ equity
|
9.4
|
%
|
7.0
|
%
|
||
Return on average TCE (ROTCE)
(2)
|
11.0
|
|
8.1
|
|
(1)
|
Year ended December 31, 2017 excludes the one-time impact of Tax Reform. For a reconciliation of these measures, see “Significant Accounting Policies and Significant Estimates—Income Taxes” below.
|
(2)
|
ROTCE represents net income available to common shareholders as a percentage of average TCE.
|
MANAGING GLOBAL RISK
|
|
|
Overview
|
|
|
CREDIT RISK
(1)
|
|
|
Overview
|
|
|
Consumer Credit
|
|
|
Corporate Credit
|
|
|
Additional Consumer and Corporate Credit Details
|
|
|
Loans Outstanding
|
|
|
Details of Credit Loss Experience
|
|
|
Allowance for Loan Losses
|
|
77
|
Non-Accrual Loans and Assets and Renegotiated Loans
|
|
|
Forgone Interest Revenue on Loans
|
|
81
|
LIQUIDITY RISK
|
|
|
Overview
|
|
|
Liquidity Monitoring and Measurement
|
|
|
High-Quality Liquid Assets (HQLA)
|
|
83
|
Loans
|
|
84
|
Deposits
|
|
85
|
Long-Term Debt
(2)
|
|
85
|
Secured Funding Transactions and Short-Term Borrowings
|
|
88
|
Credit Ratings
|
|
90
|
MARKET RISK
(1)
|
|
|
Overview
|
|
|
Market Risk of Non-Trading Portfolios
|
|
|
Net Interest Revenue at Risk
|
|
|
Interest Rate Risk of Investment Portfolios—Impact on AOCI
|
|
|
Changes in Foreign Exchange Rates—Impacts on AOCI and Capital
|
|
94
|
Interest Revenue/Expense and Net Interest Margin
|
|
|
Additional Interest Rate Details
|
|
97
|
Market Risk of Trading Portfolios
|
|
|
Factor Sensitivities
|
|
102
|
Value at Risk (VAR)
|
|
102
|
Stress Testing
|
|
105
|
OPERATIONAL RISK
|
|
|
Overview
|
|
|
Cybersecurity Risk
|
|
|
COMPLIANCE RISK
|
|
|
REPUTATIONAL RISK
|
|
|
STRATEGIC RISK
|
|
|
Overview
|
|
|
Potential Exit of U.K. from EU
|
|
|
LIBOR Transition Risk
|
|
109
|
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.
|
(2)
|
See “Long-Term Debt—Resolution Plan” below for a description of the consequences to unsecured debt holders in the event of Citi’s bankruptcy.
|
•
|
Credit risk
is the risk of loss resulting from the decline in credit quality (or downgrade risk) or failure of a borrower, counterparty, third party or issuer to honor its financial or contractual obligations.
|
•
|
Liquidity risk
is the risk that the Company will not be able to meet efficiently both expected and unexpected current and future cash flow and collateral needs without adversely affecting either daily operations or financial conditions of the Company. The risk may be exacerbated by the inability of the Company to access funding sources or monetize assets and the composition of liability funding and liquid assets.
|
•
|
Market risk
is the risk of loss arising from changes in the value of Citi’s assets and liabilities resulting from changes in market variables, such as interest rates, exchange rates or credit spreads. Losses can be exacerbated by the presence of basis or correlation risks.
|
•
|
Operational risk
is the risk of loss resulting from inadequate or failed internal processes, systems or human factors, or from external events. It includes risk of failing to comply with applicable laws and regulations, but excludes strategic risk (see below). It also includes the reputation and franchise risk associated with business practices or market conduct in which Citi is involved, as well as compliance, conduct and legal risks. Operational risk is inherent in Citi’s global business activities, as well as related support, and can result in losses arising from events related to fraud, theft and unauthorized activity; employment practices and workplace environment; clients, products and business practices; physical assets and infrastructure, and execution, delivery and process management.
|
•
|
Compliance risk
is the risk to current or projected financial condition and resilience arising from violations of laws or regulations, or from nonconformance with prescribed practices, internal policies and procedures, or ethical standards. This risk exposes a bank to fines, civil money penalties, payment of damages and the voiding of contracts. Compliance risk is not limited to risk from failure to comply with consumer protection laws; it encompasses the risk of noncompliance with all laws and regulations, as well as prudent ethical standards and contractual obligations. It also includes the exposure to litigation (known as legal risk) from all aspects of banking, traditional and nontraditional.
Compliance risk spans across all risk types outlined in the risk governance framework.
|
•
|
Reputational risk
is the risk to current or anticipated earnings, capital, or franchise or enterprise value and resilience arising from negative public opinion.
|
•
|
Strategic risk
is the risk to current or anticipated earnings, capital, or franchise or enterprise value arising from poor, but authorized business decisions (in compliance with regulations, policies and procedures), an inability to adapt to changes in the operating environment or other external factors that may impair the ability to carry out a business strategy. Strategic risk also includes:
|
•
|
Country risk,
which is the risk that an event in a country (precipitated by developments within or
|
•
|
consumer, commercial and corporate lending;
|
•
|
capital markets derivative transactions;
|
•
|
structured finance; and
|
•
|
securities financing transactions (repurchase and reverse repurchase agreements, securities loaned and borrowed).
|
In billions of dollars
|
4Q’17
|
1Q’18
|
2Q’18
|
3Q’18
|
4Q’18
|
||||||||||
Retail banking:
|
|
|
|
|
|
||||||||||
Mortgages
|
$
|
81.7
|
|
$
|
82.1
|
|
$
|
80.5
|
|
$
|
80.9
|
|
$
|
80.6
|
|
Commercial banking
|
36.3
|
|
36.8
|
|
36.5
|
|
37.2
|
|
36.3
|
|
|||||
Personal and other
|
27.9
|
|
28.5
|
|
28.1
|
|
28.7
|
|
28.8
|
|
|||||
Total retail banking
|
$
|
145.9
|
|
$
|
147.4
|
|
$
|
145.1
|
|
$
|
146.8
|
|
$
|
145.7
|
|
Cards:
|
|
|
|
|
|
||||||||||
Citi-branded cards
|
$
|
115.7
|
|
$
|
110.6
|
|
$
|
112.3
|
|
$
|
112.8
|
|
$
|
116.8
|
|
Citi retail services
|
49.2
|
|
46.0
|
|
48.6
|
|
49.4
|
|
52.7
|
|
|||||
Total cards
|
$
|
164.9
|
|
$
|
156.6
|
|
$
|
160.9
|
|
$
|
162.2
|
|
$
|
169.5
|
|
Total
GCB
|
$
|
310.8
|
|
$
|
304.0
|
|
$
|
306.0
|
|
$
|
309.0
|
|
$
|
315.2
|
|
GCB
regional distribution:
|
|
|
|
|
|
||||||||||
North America
|
63
|
%
|
61
|
%
|
63
|
%
|
62
|
%
|
64
|
%
|
|||||
Latin America
|
8
|
|
9
|
|
8
|
|
9
|
|
8
|
|
|||||
Asia
(2)
|
29
|
|
30
|
|
29
|
|
29
|
|
28
|
|
|||||
Total
GCB
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
|||||
Corporate/Other
(3
)
|
$
|
22.9
|
|
$
|
21.1
|
|
$
|
17.6
|
|
$
|
16.5
|
|
$
|
15.3
|
|
Total consumer loans
|
$
|
333.7
|
|
$
|
325.1
|
|
$
|
323.6
|
|
$
|
325.5
|
|
$
|
330.5
|
|
(1)
|
End-of-period loans include interest and fees on credit cards.
|
(2)
|
Asia
includes loans and leases in certain
EMEA
countries for all periods presented.
|
(3)
|
Primarily consists of legacy
North America
consumer mortgages.
|
Global Consumer Banking
|
North America GCB
|
Latin America GCB
|
Asia
(1)
GCB
|
Global Cards
|
North America Citi-Branded Cards
|
North America Citi Retail Services
|
Latin America Citi-Branded Cards
|
Asia Citi-Branded Cards
(1)
|
(1)
|
Asia
includes loans and leases in certain
EMEA
countries for all periods presented.
|
FICO distribution
|
Dec 31, 2018
|
Sept. 30, 2018
|
Dec 31, 2017
|
|||
> 760
|
43
|
%
|
42
|
%
|
42
|
%
|
680–760
|
40
|
|
41
|
|
41
|
|
< 680
|
17
|
|
17
|
|
17
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
FICO distribution
|
Dec 31, 2018
|
Sept. 30, 2018
|
Dec 31, 2017
|
|||
> 760
|
25
|
%
|
24
|
%
|
24
|
%
|
680–760
|
42
|
|
43
|
|
43
|
|
< 680
|
33
|
|
33
|
|
33
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
|
EOP
loans
(1)
|
90+ days past due
(2)
|
30–89 days past due
(2)
|
||||||||||||||||||
|
December 31,
|
December 31,
|
December 31,
|
||||||||||||||||||
In millions of dollars, except EOP loan amounts in billions
|
2018
|
2018
|
2017
|
2016
|
2018
|
2017
|
2016
|
||||||||||||||
Global Consumer Banking
(3)(4)
|
|
|
|
|
|
|
|
||||||||||||||
Total
|
$
|
315.2
|
|
$
|
2,619
|
|
$
|
2,478
|
|
$
|
2,293
|
|
$
|
2,902
|
|
$
|
2,762
|
|
$
|
2,540
|
|
Ratio
|
|
0.83
|
%
|
0.80
|
%
|
0.79
|
%
|
0.92
|
%
|
0.89
|
%
|
0.87
|
%
|
||||||||
Retail banking
|
|
|
|
|
|
|
|
||||||||||||||
Total
|
$
|
145.7
|
|
$
|
485
|
|
$
|
515
|
|
$
|
474
|
|
$
|
790
|
|
$
|
822
|
|
$
|
726
|
|
Ratio
|
|
0.33
|
%
|
0.35
|
%
|
0.35
|
%
|
0.54
|
%
|
0.57
|
%
|
0.54
|
%
|
||||||||
North America
|
56.8
|
|
180
|
|
199
|
|
181
|
|
282
|
|
306
|
|
214
|
|
|||||||
Ratio
|
|
0.32
|
%
|
0.36
|
%
|
0.33
|
%
|
0.50
|
%
|
0.55
|
%
|
0.39
|
%
|
||||||||
Latin America
|
19.7
|
|
127
|
|
130
|
|
136
|
|
201
|
|
195
|
|
185
|
|
|||||||
Ratio
|
|
0.64
|
%
|
0.65
|
%
|
0.76
|
%
|
1.02
|
%
|
0.98
|
%
|
1.03
|
%
|
||||||||
Asia
(5)
|
69.2
|
|
178
|
|
186
|
|
157
|
|
307
|
|
321
|
|
327
|
|
|||||||
Ratio
|
|
0.26
|
%
|
0.27
|
%
|
0.25
|
%
|
0.44
|
%
|
0.46
|
%
|
0.52
|
%
|
||||||||
Cards
|
|
|
|
|
|
|
|
||||||||||||||
Total
|
$
|
169.5
|
|
$
|
2,134
|
|
$
|
1,963
|
|
$
|
1,819
|
|
$
|
2,112
|
|
$
|
1,940
|
|
$
|
1,814
|
|
Ratio
|
|
1.26
|
%
|
1.19
|
%
|
1.17
|
%
|
1.25
|
%
|
1.18
|
%
|
1.17
|
%
|
||||||||
North America—
Citi-branded
|
91.8
|
|
812
|
|
768
|
|
748
|
|
755
|
|
698
|
|
688
|
|
|||||||
Ratio
|
|
0.88
|
%
|
0.85
|
%
|
0.87
|
%
|
0.82
|
%
|
0.77
|
%
|
0.80
|
%
|
||||||||
North America—
Citi retail services
|
52.7
|
|
952
|
|
845
|
|
761
|
|
932
|
|
830
|
|
777
|
|
|||||||
Ratio
|
|
1.81
|
%
|
1.72
|
%
|
1.61
|
%
|
1.77
|
%
|
1.69
|
%
|
1.64
|
%
|
||||||||
Latin America
|
5.7
|
|
171
|
|
151
|
|
130
|
|
170
|
|
153
|
|
125
|
|
|||||||
Ratio
|
|
3.00
|
%
|
2.80
|
%
|
2.71
|
%
|
2.98
|
%
|
2.83
|
%
|
2.60
|
%
|
||||||||
Asia
(5)
|
19.3
|
|
199
|
|
199
|
|
180
|
|
255
|
|
259
|
|
224
|
|
|||||||
Ratio
|
|
1.03
|
%
|
1.01
|
%
|
1.03
|
%
|
1.32
|
%
|
1.31
|
%
|
1.28
|
%
|
||||||||
Corporate/Other
—Consumer
(6)
|
|
|
|
|
|
|
|
||||||||||||||
Total
|
$
|
15.3
|
|
$
|
382
|
|
$
|
557
|
|
$
|
834
|
|
$
|
362
|
|
$
|
542
|
|
$
|
735
|
|
Ratio
|
|
2.62
|
%
|
2.57
|
%
|
2.62
|
%
|
2.48
|
%
|
2.50
|
%
|
2.31
|
%
|
||||||||
International
|
—
|
|
—
|
|
43
|
|
94
|
|
—
|
|
40
|
|
49
|
|
|||||||
Ratio
|
|
—
|
%
|
2.69
|
%
|
3.92
|
%
|
—
|
%
|
2.50
|
%
|
2.04
|
%
|
||||||||
North America
|
15.3
|
|
382
|
|
514
|
|
740
|
|
362
|
|
502
|
|
686
|
|
|||||||
Ratio
|
|
2.62
|
%
|
2.56
|
%
|
2.52
|
%
|
2.48
|
%
|
2.50
|
%
|
2.33
|
%
|
||||||||
Total Citigroup
|
$
|
330.5
|
|
$
|
3,001
|
|
$
|
3,035
|
|
$
|
3,127
|
|
$
|
3,264
|
|
$
|
3,304
|
|
$
|
3,275
|
|
Ratio
|
|
0.91
|
%
|
0.91
|
%
|
0.97
|
%
|
0.99
|
%
|
1.00
|
%
|
1.01
|
%
|
(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 loans 90+ days past due and 30–89 days past due and related ratios for
North America GCB
exclude U.S. mortgage loans that are guaranteed by U.S. government-sponsored agencies since the potential loss predominantly resides within the U.S. agencies. The amounts excluded for loans 90+ days past due and (EOP loans) were $201 million ($0.6 billion), $298 million ($0.7 billion) and $327 million ($0.7 billion) at December 31, 2018, 2017 and 2016, respectively. The amounts excluded for loans 30–89 days past due (EOP loans have the same adjustment as above) were $78 million, $88 million and $70 million at December 31, 2018, 2017 and 2016, respectively.
|
(5)
|
Asia
includes delinquencies and loans in certain
EMEA
countries for all periods presented.
|
(6)
|
The loans 90+ days and 30–89 days past due and related ratios exclude U.S. mortgage loans that are guaranteed by U.S. government-sponsored agencies since the potential loss predominantly resides within the U.S. agencies. The amounts excluded for loans 90+ days past due and (EOP loans) were $0.3 billion ($.07 billion), $0.6 billion ($1.1 billion) and $0.9 billion ($1.4 billion) at December 31, 2018, 2017 and 2016, respectively. The amounts excluded for loans 30–89 days past due and (EOP loans have the same adjustment as above) were $0.1 billion, $0.1 billion and $0.2 billion at December 31, 2018, 2017 and 2016, respectively.
|
(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 Citigroup's entry into agreements in 2016 to sell its Argentina and Brazil consumer banking businesses, these businesses were classified as HFS at the end of the fourth quarter of 2016. Loans HFS are excluded from this table as they are recorded in
Other assets
. In addition, as a result of HFS accounting treatment, approximately $128 million and $42 million of net credit losses (NCLs) were recorded as a reduction in revenue (
Other revenue
) during 2017 and 2016, respectively. Accordingly, these NCLs are not included in this table. The sales of the Argentina and Brazil consumer banking businesses were completed in 2017.
|
(4)
|
Asia
includes average loans and NCLs in certain
EMEA
countries for all periods presented.
|
(5)
|
2017 NCLs reflected a recovery related to legacy assets.
|
In millions of dollars at year-end 2018
|
Due
within
1 year
|
Greater
than 1 year
but within
5 years
|
Greater
than 5
years
|
Total
|
||||||||
U.S. consumer mortgage loan portfolio
|
|
|
|
|
||||||||
Residential first mortgages
|
$
|
74
|
|
$
|
509
|
|
$
|
47,897
|
|
$
|
48,480
|
|
Home equity loans
|
36
|
|
584
|
|
11,027
|
|
11,647
|
|
||||
Total
|
$
|
110
|
|
$
|
1,093
|
|
$
|
58,924
|
|
$
|
60,127
|
|
Fixed/variable pricing of U.S. consumer mortgage loans with maturities due after one year
|
|
|
|
|
||||||||
Loans at fixed interest rates
|
|
$
|
934
|
|
$
|
37,503
|
|
|
||||
Loans at floating or adjustable interest rates
|
|
159
|
|
21,421
|
|
|
||||||
Total
|
|
$
|
1,093
|
|
$
|
58,924
|
|
|
|
At December 31, 2018
|
At September 30, 2018
|
At December 31, 2017
|
|||||||||||||||||||||||||||||||||
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 |
Due
within
1 year
|
Greater
than 1 year
but within
5 years
|
Greater
than
5 years
|
Total
exposure
|
||||||||||||||||||||||||
Direct outstandings
(on-balance sheet)
(1)
|
$
|
128
|
|
$
|
110
|
|
$
|
20
|
|
$
|
258
|
|
$
|
131
|
|
$
|
103
|
|
$
|
20
|
|
$
|
254
|
|
$
|
127
|
|
$
|
96
|
|
$
|
22
|
|
$
|
245
|
|
Unfunded lending commitments
(off-balance sheet)
(2)
|
106
|
|
245
|
|
19
|
|
370
|
|
115
|
|
253
|
|
25
|
|
393
|
|
111
|
|
222
|
|
20
|
|
353
|
|
||||||||||||
Total exposure
|
$
|
234
|
|
$
|
355
|
|
$
|
39
|
|
$
|
628
|
|
$
|
246
|
|
$
|
356
|
|
$
|
45
|
|
$
|
647
|
|
$
|
238
|
|
$
|
318
|
|
$
|
42
|
|
$
|
598
|
|
(1)
|
Includes drawn loans, overdrafts, bankers’ acceptances and leases.
|
(2)
|
Includes unused commitments to lend, letters of credit and financial guarantees.
|
|
December 31,
2018 |
September 30,
2018 |
December 31,
2017 |
|||
North America
|
55
|
%
|
55
|
%
|
54
|
%
|
EMEA
|
27
|
|
27
|
|
27
|
|
Asia
|
11
|
|
11
|
|
12
|
|
Latin America
|
7
|
|
7
|
|
7
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
|
Total exposure
|
|||||
|
December 31,
2018 |
September 30,
2018 |
December 31,
2017 |
|||
AAA/AA/A
|
49
|
%
|
48
|
%
|
49
|
%
|
BBB
|
34
|
|
34
|
|
34
|
|
BB/B
|
16
|
|
17
|
|
16
|
|
CCC or below
|
1
|
|
1
|
|
1
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
|
Total exposure
|
|||||
|
December 31,
2018 |
September 30,
2018 |
December 31,
2017 |
|||
Transportation and
industrial
|
21
|
%
|
21
|
%
|
22
|
%
|
Consumer retail
and health
|
16
|
|
16
|
|
16
|
|
Technology, media
and telecom
|
13
|
|
14
|
|
12
|
|
Power, chemicals,
metals and mining
|
10
|
|
11
|
|
10
|
|
Banks/broker-dealers/finance companies
|
8
|
|
8
|
|
8
|
|
Real estate
|
8
|
|
8
|
|
8
|
|
Energy and commodities
|
8
|
|
8
|
|
8
|
|
Public sector
|
5
|
|
5
|
|
5
|
|
Insurance and special purpose entities
|
4
|
|
4
|
|
5
|
|
Hedge funds
|
4
|
|
4
|
|
4
|
|
Other industries
|
3
|
|
1
|
|
2
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
|
December 31,
2018 |
September 30,
2018 |
December 31,
2017 |
|||
AAA/AA/A
|
35
|
%
|
34
|
%
|
23
|
%
|
BBB
|
50
|
|
47
|
|
43
|
|
BB/B
|
14
|
|
17
|
|
31
|
|
CCC or below
|
1
|
|
2
|
|
3
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
|
December 31,
2018 |
September 30,
2018 |
December 31,
2017 |
|||
Transportation and industrial
|
23
|
%
|
25
|
%
|
27
|
%
|
Technology, media and telecom
|
17
|
|
15
|
|
12
|
|
Consumer retail and health
|
16
|
|
14
|
|
10
|
|
Power, chemicals, metals and mining
|
15
|
|
14
|
|
14
|
|
Energy and commodities
|
11
|
|
11
|
|
15
|
|
Insurance and special purpose entities
|
6
|
|
4
|
|
2
|
|
Banks/broker-dealers/finance companies
|
4
|
|
5
|
|
6
|
|
Public sector
|
3
|
|
7
|
|
12
|
|
Real estate
|
4
|
|
4
|
|
1
|
|
Other industries
|
1
|
|
1
|
|
1
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
In millions of dollars at December 31, 2018
|
Due
within
1 year
|
Over 1
year
but
within
5 years
|
Over 5
years
|
Total
|
||||||||
Corporate loans
|
|
|
|
|
||||||||
In U.S. offices
|
|
|
|
|
||||||||
Commercial and industrial loans
|
$
|
19,935
|
|
$
|
20,599
|
|
$
|
11,529
|
|
$
|
52,063
|
|
Financial institutions
|
18,550
|
|
19,169
|
|
10,728
|
|
48,447
|
|
||||
Mortgage and real estate
|
19,193
|
|
19,832
|
|
11,099
|
|
50,124
|
|
||||
Installment, revolving credit and other
|
12,730
|
|
13,155
|
|
7,362
|
|
33,247
|
|
||||
Lease financing
|
546
|
|
566
|
|
317
|
|
1,429
|
|
||||
In offices outside the U.S.
|
109,497
|
|
51,280
|
|
8,444
|
|
169,221
|
|
||||
Total corporate loans
|
$
|
180,451
|
|
$
|
124,601
|
|
$
|
49,479
|
|
$
|
354,531
|
|
Fixed/variable
pricing of corporate
loans with
maturities due after
one year
(1)
|
|
|
|
|
||||||||
Loans at fixed
interest rates
|
|
$
|
23,779
|
|
$
|
16,595
|
|
|
||||
Loans at floating or
adjustable interest
rates
|
|
100,822
|
|
32,884
|
|
|
||||||
Total
|
|
$
|
124,601
|
|
$
|
49,479
|
|
|
(1)
|
Based on contractual terms. Repricing characteristics may effectively
|
|
December 31,
|
||||||||||||||
In millions of dollars
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Consumer loans
|
|
|
|
|
|
||||||||||
In U.S. offices
|
|
|
|
|
|
||||||||||
Mortgage and real estate
(1)
|
$
|
60,127
|
|
$
|
65,467
|
|
$
|
72,957
|
|
$
|
80,281
|
|
$
|
96,533
|
|
Installment, revolving credit and other
|
3,398
|
|
3,398
|
|
3,395
|
|
3,480
|
|
14,450
|
|
|||||
Cards
|
143,788
|
|
139,006
|
|
132,654
|
|
112,800
|
|
112,982
|
|
|||||
Commercial and industrial
|
8,256
|
|
7,840
|
|
7,159
|
|
6,407
|
|
5,895
|
|
|||||
Total
|
$
|
215,569
|
|
$
|
215,711
|
|
$
|
216,165
|
|
$
|
202,968
|
|
$
|
229,860
|
|
In offices outside the U.S.
|
|
|
|
|
|
||||||||||
Mortgage and real estate
(1)
|
$
|
43,379
|
|
$
|
44,081
|
|
$
|
42,803
|
|
$
|
47,062
|
|
$
|
54,462
|
|
Installment, revolving credit and other
|
27,609
|
|
26,556
|
|
24,887
|
|
29,480
|
|
31,128
|
|
|||||
Cards
|
25,400
|
|
26,257
|
|
23,783
|
|
27,342
|
|
32,032
|
|
|||||
Commercial and industrial
|
17,773
|
|
20,238
|
|
16,568
|
|
17,410
|
|
18,294
|
|
|||||
Lease financing
|
49
|
|
76
|
|
81
|
|
362
|
|
546
|
|
|||||
Total
|
$
|
114,210
|
|
$
|
117,208
|
|
$
|
108,122
|
|
$
|
121,656
|
|
$
|
136,462
|
|
Total consumer loans
|
$
|
329,779
|
|
$
|
332,919
|
|
$
|
324,287
|
|
$
|
324,624
|
|
$
|
366,322
|
|
Unearned income
(2)
|
708
|
|
737
|
|
776
|
|
830
|
|
(679
|
)
|
|||||
Consumer loans, net of unearned income
|
$
|
330,487
|
|
$
|
333,656
|
|
$
|
325,063
|
|
$
|
325,454
|
|
$
|
365,643
|
|
Corporate loans
|
|
|
|
|
|
||||||||||
In U.S. offices
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
52,063
|
|
$
|
51,319
|
|
$
|
49,586
|
|
$
|
46,011
|
|
$
|
39,542
|
|
Financial institutions
|
48,447
|
|
39,128
|
|
35,517
|
|
36,425
|
|
36,324
|
|
|||||
Mortgage and real estate
(1)
|
50,124
|
|
44,683
|
|
38,691
|
|
32,623
|
|
27,959
|
|
|||||
Installment, revolving credit and other
|
33,247
|
|
33,181
|
|
34,501
|
|
33,423
|
|
29,246
|
|
|||||
Lease financing
|
1,429
|
|
1,470
|
|
1,518
|
|
1,780
|
|
1,758
|
|
|||||
Total
|
$
|
185,310
|
|
$
|
169,781
|
|
$
|
159,813
|
|
$
|
150,262
|
|
$
|
134,829
|
|
In offices outside the U.S.
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
94,701
|
|
$
|
93,750
|
|
$
|
81,882
|
|
$
|
82,689
|
|
$
|
83,506
|
|
Financial institutions
|
36,837
|
|
35,273
|
|
26,886
|
|
28,704
|
|
33,269
|
|
|||||
Mortgage and real estate
(1)
|
7,376
|
|
7,309
|
|
5,363
|
|
5,106
|
|
6,031
|
|
|||||
Installment, revolving credit and other
|
25,684
|
|
22,638
|
|
19,965
|
|
20,853
|
|
19,259
|
|
|||||
Lease financing
|
103
|
|
190
|
|
251
|
|
303
|
|
419
|
|
|||||
Governments and official institutions
|
4,520
|
|
5,200
|
|
5,850
|
|
4,911
|
|
2,236
|
|
|||||
Total
|
$
|
169,221
|
|
$
|
164,360
|
|
$
|
140,197
|
|
$
|
142,566
|
|
$
|
144,720
|
|
Total corporate loans
|
$
|
354,531
|
|
$
|
334,141
|
|
$
|
300,010
|
|
$
|
292,828
|
|
$
|
279,549
|
|
Unearned income
(3)
|
(822
|
)
|
(763
|
)
|
(704
|
)
|
(665
|
)
|
(557
|
)
|
|||||
Corporate loans, net of unearned income
|
$
|
353,709
|
|
$
|
333,378
|
|
$
|
299,306
|
|
$
|
292,163
|
|
$
|
278,992
|
|
Total loans—net of unearned income
|
$
|
684,196
|
|
$
|
667,034
|
|
$
|
624,369
|
|
$
|
617,617
|
|
$
|
644,635
|
|
Allowance for loan losses—on drawn exposures
|
(12,315
|
)
|
(12,355
|
)
|
(12,060
|
)
|
(12,626
|
)
|
(15,994
|
)
|
|||||
Total loans—net of unearned income
and allowance for credit losses |
$
|
671,881
|
|
$
|
654,679
|
|
$
|
612,309
|
|
$
|
604,991
|
|
$
|
628,641
|
|
Allowance for loan losses as a percentage of total loans—
net of unearned income (4) |
1.81
|
%
|
1.86
|
%
|
1.94
|
%
|
2.06
|
%
|
2.50
|
%
|
|||||
Allowance for consumer loan losses as a percentage of
total consumer loans—net of unearned income (4) |
3.01
|
%
|
2.96
|
%
|
2.88
|
%
|
3.02
|
%
|
3.71
|
%
|
|||||
Allowance for corporate loan losses as a percentage of
total corporate loans—net of unearned income (4) |
0.67
|
%
|
0.76
|
%
|
0.91
|
%
|
0.97
|
%
|
0.90
|
%
|
(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 in 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.
|
In millions of dollars
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Allowance for loan losses at beginning of period
|
$
|
12,355
|
|
$
|
12,060
|
|
$
|
12,626
|
|
$
|
15,994
|
|
$
|
19,648
|
|
Provision for loan losses
|
|
|
|
|
|
||||||||||
Consumer
|
$
|
7,288
|
|
$
|
7,363
|
|
$
|
6,321
|
|
$
|
6,228
|
|
$
|
6,699
|
|
Corporate
|
66
|
|
140
|
|
428
|
|
880
|
|
129
|
|
|||||
Total
|
$
|
7,354
|
|
$
|
7,503
|
|
$
|
6,749
|
|
$
|
7,108
|
|
$
|
6,828
|
|
Gross credit losses
|
|
|
|
|
|
||||||||||
Consumer
|
|
|
|
|
|
||||||||||
In U.S. offices
|
$
|
5,989
|
|
$
|
5,736
|
|
$
|
4,970
|
|
$
|
5,500
|
|
$
|
6,780
|
|
In offices outside the U.S.
|
2,405
|
|
2,447
|
|
2,672
|
|
3,192
|
|
3,874
|
|
|||||
Corporate
|
|
|
|
|
|
||||||||||
Commercial and industrial, and other
|
|
|
|
|
|
||||||||||
In U.S. offices
|
103
|
|
151
|
|
274
|
|
112
|
|
66
|
|
|||||
In offices outside the U.S.
|
154
|
|
331
|
|
256
|
|
182
|
|
310
|
|
|||||
Loans to financial institutions
|
|
|
|
|
|
||||||||||
In U.S. offices
|
3
|
|
3
|
|
5
|
|
—
|
|
2
|
|
|||||
In offices outside the U.S.
|
7
|
|
1
|
|
5
|
|
4
|
|
13
|
|
|||||
Mortgage and real estate
|
|
|
|
|
|
||||||||||
In U.S offices
|
2
|
|
2
|
|
34
|
|
8
|
|
8
|
|
|||||
In offices outside the U.S.
|
2
|
|
2
|
|
6
|
|
43
|
|
55
|
|
|||||
Total
|
$
|
8,665
|
|
$
|
8,673
|
|
$
|
8,222
|
|
$
|
9,041
|
|
$
|
11,108
|
|
Credit recoveries
(1)
|
|
|
|
|
|
||||||||||
Consumer
|
|
|
|
|
|
||||||||||
In U.S. offices
|
$
|
922
|
|
$
|
903
|
|
$
|
980
|
|
$
|
975
|
|
$
|
1,122
|
|
In offices outside the U.S.
|
528
|
|
583
|
|
614
|
|
659
|
|
853
|
|
|||||
Corporate
|
|
|
|
|
|
||||||||||
Commercial and industrial, and other
|
|
|
|
|
|
||||||||||
In U.S. offices
|
37
|
|
20
|
|
23
|
|
22
|
|
64
|
|
|||||
In offices outside the U.S.
|
52
|
|
86
|
|
41
|
|
67
|
|
84
|
|
|||||
Loans to financial institutions
|
|
|
|
|
|
||||||||||
In U.S. offices
|
—
|
|
1
|
|
1
|
|
7
|
|
1
|
|
|||||
In offices outside the U.S.
|
3
|
|
1
|
|
1
|
|
2
|
|
11
|
|
|||||
Mortgage and real estate
|
|
|
|
|
|
||||||||||
In U.S. offices
|
6
|
|
2
|
|
1
|
|
7
|
|
—
|
|
|||||
In offices outside the U.S.
|
4
|
|
1
|
|
—
|
|
—
|
|
—
|
|
|||||
Total
|
$
|
1,552
|
|
$
|
1,597
|
|
$
|
1,661
|
|
$
|
1,739
|
|
$
|
2,135
|
|
Net credit losses
|
|
|
|
|
|
||||||||||
In U.S. offices
|
$
|
5,132
|
|
$
|
4,966
|
|
$
|
4,278
|
|
$
|
4,609
|
|
$
|
5,669
|
|
In offices outside the U.S.
|
1,981
|
|
2,110
|
|
2,283
|
|
2,693
|
|
3,304
|
|
|||||
Total
|
$
|
7,113
|
|
$
|
7,076
|
|
$
|
6,561
|
|
$
|
7,302
|
|
$
|
8,973
|
|
Other—net
(2)(3)(4)(5)(6)(7)(8)
|
$
|
(281
|
)
|
$
|
(132
|
)
|
$
|
(754
|
)
|
$
|
(3,174
|
)
|
$
|
(1,509
|
)
|
Allowance for loan losses at end of period
|
$
|
12,315
|
|
$
|
12,355
|
|
$
|
12,060
|
|
$
|
12,626
|
|
$
|
15,994
|
|
Allowance for loan losses as a percentage of total loans
(9)
|
1.81
|
%
|
1.86
|
%
|
1.94
|
%
|
2.06
|
%
|
2.50
|
%
|
|||||
Allowance for unfunded lending commitments
(8)(10)
|
$
|
1,367
|
|
$
|
1,258
|
|
$
|
1,418
|
|
$
|
1,402
|
|
$
|
1,063
|
|
Total allowance for loan losses and unfunded lending commitments
|
$
|
13,682
|
|
$
|
13,613
|
|
$
|
13,478
|
|
$
|
14,028
|
|
$
|
17,057
|
|
Net consumer credit losses
|
$
|
6,944
|
|
$
|
6,697
|
|
$
|
6,048
|
|
$
|
7,058
|
|
$
|
8,679
|
|
As a percentage of average consumer loans
|
2.14
|
%
|
2.07
|
%
|
1.88
|
%
|
2.08
|
%
|
2.31
|
%
|
|||||
Net corporate credit losses
|
$
|
169
|
|
$
|
379
|
|
$
|
513
|
|
$
|
244
|
|
$
|
294
|
|
As a percentage of average corporate loans
|
0.05
|
%
|
0.12
|
%
|
0.17
|
%
|
0.08
|
%
|
0.10
|
%
|
|||||
Allowance by type
(11)
|
|
|
|
|
|
||||||||||
Consumer
|
$
|
9,950
|
|
$
|
9,869
|
|
$
|
9,358
|
|
$
|
9,835
|
|
$
|
13,547
|
|
Corporate
|
2,365
|
|
2,486
|
|
2,702
|
|
2,791
|
|
2,447
|
|
|||||
Total Citigroup
|
$
|
12,315
|
|
$
|
12,355
|
|
$
|
12,060
|
|
$
|
12,626
|
|
$
|
15,994
|
|
(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)
|
2018 includes reductions of approximately $201 million related to the sale or transfer to HFS of various loan portfolios, which includes approximately $91 million related to the transfer of various real estate loan portfolios to HFS. Additionally, 2018 includes a reduction of approximately $60 million related to FX translation.
|
(4)
|
2017 includes reductions of approximately $261 million related to the sale or transfer to HFS of various loan portfolios, which includes approximately $106 million related to the transfer of various real estate loan portfolios to HFS. Additionally, 2017 includes an increase of approximately $115 million related to FX translation.
|
(5)
|
2016 includes reductions of approximately $574 million related to the sale or transfer to HFS of various loan portfolios, which includes approximately $106 million related to the transfer of various real estate loan portfolios to HFS. Additionally, 2016 includes a reduction of approximately $199 million related to FX translation.
|
(6)
|
2015 includes reductions of approximately $2.4 billion related to the sale or transfer to HFS of various loan portfolios, which includes approximately $1.5 billion related to the transfer of various real estate loan portfolios to HFS. Additionally, 2015 includes a reduction of approximately $474 million related to FX translation.
|
(7)
|
2014 includes reductions of approximately $1.1 billion related to the sale or transfer to HFS of various loan portfolios, which includes approximately $411 million related to the transfer of various real estate loan portfolios to HFS, approximately $204 million related to the transfer to HFS of a business in Greece, approximately $177 million related to the transfer to HFS of a business in Spain, approximately $29 million related to the transfer to HFS of a business in Honduras, and approximately $108 million related to the transfer to HFS of various
EMEA
loan portfolios. Additionally, 2014 includes a reduction of approximately $463 million related to FX translation.
|
(8)
|
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 the 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.
|
(9)
|
December 31, 2018, December 31, 2017, December 31, 2016, December 31, 2015 and December 31, 2014 exclude $3.2 billion, $4.4 billion, $3.5 billion, $5.0 billion and $5.9 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 below. 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.
|
|
December 31, 2018
|
|||||||
In billions of dollars
|
Allowance for
loan losses
|
Loans, net of
unearned income
|
Allowance as a
percentage of loans
(1)
|
|||||
North America
cards
(2)
|
$
|
6.5
|
|
$
|
144.6
|
|
4.5
|
%
|
North America
mortgages
(3)
|
0.4
|
|
58.9
|
|
0.7
|
|
||
North America
other
|
0.3
|
|
13.2
|
|
2.3
|
|
||
International cards
|
1.4
|
|
24.9
|
|
5.6
|
|
||
International other
(4)
|
1.3
|
|
88.9
|
|
1.5
|
|
||
Total consumer
|
$
|
9.9
|
|
$
|
330.5
|
|
3.0
|
%
|
Total corporate
|
2.4
|
|
353.7
|
|
0.7
|
|
||
Total Citigroup
|
$
|
12.3
|
|
$
|
684.2
|
|
1.8
|
%
|
(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 $6.5 billion of loan loss reserves represented approximately 16 months of coincident net credit loss coverage.
|
(3)
|
Of the $0.4 billion, nearly all of it was allocated to
North America
mortgages in
Corporate/Other
, including $0.1 billion and $0.3 billion determined in accordance with ASC 450-20 and ASC 310-10-35 (troubled debt restructurings), respectively. Of the $58.9 billion in loans, approximately $56.3 billion and $2.5 billion of the loans were 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, 2017
|
|||||||
In billions of dollars
|
Allowance for
loan losses
|
Loans, net of
unearned income
|
Allowance as a
percentage of loans
(1)
|
|||||
North America
cards
(2)
|
$
|
6.1
|
|
$
|
139.7
|
|
4.4
|
%
|
North America
mortgages
(3)
|
0.7
|
|
64.2
|
|
1.1
|
|
||
North America
other
|
0.3
|
|
13.0
|
|
2.3
|
|
||
International cards
|
1.3
|
|
25.7
|
|
5.1
|
|
||
International other
(4)
|
1.5
|
|
91.1
|
|
1.6
|
|
||
Total consumer
|
$
|
9.9
|
|
$
|
333.7
|
|
3.0
|
%
|
Total corporate
|
2.5
|
|
333.3
|
|
0.8
|
|
||
Total Citigroup
|
$
|
12.4
|
|
$
|
667.0
|
|
1.9
|
%
|
(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 $6.1 billion of loan loss reserves represented approximately 16 months of coincident net credit loss coverage.
|
(3)
|
Of the $0.7 billion, approximately $0.6 billion was allocated to
North America
mortgages in
Corporate/Other
. Of the $0.7 billion, approximately $0.2 billion and $0.5 billion were determined in accordance with ASC 450-20 and ASC 310-10-35 (troubled debt restructurings), respectively. Of the $64.2 billion in loans, approximately $60.4 billion and $3.7 billion of the loans were 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 (including commercial banking) 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. Non-accrual loans may still be current on interest payments. Approximately 55%, 57% and 74% of Citi’s corporate non-accrual loans were performing at December 31,
2018
, September 30,
2018
and December 31,
2017
, respectively.
|
•
|
Consumer non-accrual status is generally based on aging, i.e., the borrower has fallen behind on payments.
|
•
|
Consumer mortgage loans, other than Federal Housing Administration (FHA) insured loans, are classified as non-accrual within 60 days of notification that the borrower has filed for bankruptcy. In addition, home equity loans 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 of 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.
|
|
December 31,
|
||||||||||||||
In millions of dollars
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
Corporate non-accrual loans
(1)(2)
|
|
|
|
|
|
||||||||||
North America
|
$
|
483
|
|
$
|
784
|
|
$
|
984
|
|
$
|
818
|
|
$
|
321
|
|
EMEA
|
375
|
|
849
|
|
904
|
|
347
|
|
285
|
|
|||||
Latin America
|
230
|
|
280
|
|
379
|
|
303
|
|
417
|
|
|||||
Asia
|
223
|
|
29
|
|
154
|
|
128
|
|
179
|
|
|||||
Total corporate non-accrual loans
|
$
|
1,311
|
|
$
|
1,942
|
|
$
|
2,421
|
|
$
|
1,596
|
|
$
|
1,202
|
|
Consumer non-accrual loans
(1)(3)
|
|
|
|
|
|
||||||||||
North America
|
$
|
1,241
|
|
$
|
1,650
|
|
$
|
2,160
|
|
$
|
2,515
|
|
$
|
4,411
|
|
Latin America
|
715
|
|
756
|
|
711
|
|
874
|
|
1,188
|
|
|||||
Asia
(4)
|
270
|
|
284
|
|
287
|
|
269
|
|
306
|
|
|||||
Total consumer non-accrual loans
|
$
|
2,226
|
|
$
|
2,690
|
|
$
|
3,158
|
|
$
|
3,658
|
|
$
|
5,905
|
|
Total non-accrual loans
|
$
|
3,537
|
|
$
|
4,632
|
|
$
|
5,579
|
|
$
|
5,254
|
|
$
|
7,107
|
|
(1)
|
Excludes purchased distressed loans, as they are generally accreting interest. The carrying value of these loans was $128 million at December 31, 2018, $167 million at December 31, 2017, $187 million at December 31, 2016, $250 million at December 31, 2015 and $421 million at December 31, 2014.
|
(2)
|
The 2016 increase in corporate non-accrual loans was primarily related to Citi’s
North America
and
EMEA
energy and energy-related corporate credit exposure.
|
(3)
|
The 2015 decline in consumer non-accrual loans includes the impact related to the transfer of approximately $8 billion of mortgage loans to Loans HFS (included within
Other assets
).
|
(4)
|
Asia
includes balances in certain
EMEA
countries for all periods presented.
|
|
Year ended
|
Year ended
|
||||||||||||||||
|
December 31, 2018
|
December 31, 2017
|
||||||||||||||||
In millions of dollars
|
Corporate
|
Consumer
|
Total
|
Corporate
|
Consumer
|
Total
|
||||||||||||
Non-accrual loans at beginning of period
|
$
|
1,942
|
|
$
|
2,690
|
|
$
|
4,632
|
|
$
|
2,421
|
|
$
|
3,158
|
|
$
|
5,579
|
|
Additions
|
2,108
|
|
3,148
|
|
5,256
|
|
1,347
|
|
3,508
|
|
4,855
|
|
||||||
Sales and transfers to HFS
|
(119
|
)
|
(268
|
)
|
(387
|
)
|
(134
|
)
|
(379
|
)
|
(513
|
)
|
||||||
Returned to performing
|
(127
|
)
|
(629
|
)
|
(756
|
)
|
(47
|
)
|
(634
|
)
|
(681
|
)
|
||||||
Paydowns/settlements
|
(2,282
|
)
|
(1,052
|
)
|
(3,334
|
)
|
(1,400
|
)
|
(1,163
|
)
|
(2,563
|
)
|
||||||
Charge-offs
|
(196
|
)
|
(1,634
|
)
|
(1,830
|
)
|
(144
|
)
|
(1,869
|
)
|
(2,013
|
)
|
||||||
Other
|
(15
|
)
|
(29
|
)
|
(44
|
)
|
(101
|
)
|
69
|
|
(32
|
)
|
||||||
Ending balance
|
$
|
1,311
|
|
$
|
2,226
|
|
$
|
3,537
|
|
$
|
1,942
|
|
$
|
2,690
|
|
$
|
4,632
|
|
|
December 31,
|
||||||||||||||
In millions of dollars
|
2018
|
2017
|
2016
|
2015
|
2014
|
||||||||||
OREO
(1)
|
|
|
|
|
|
||||||||||
North America
|
$
|
64
|
|
$
|
89
|
|
$
|
161
|
|
$
|
166
|
|
$
|
196
|
|
EMEA
|
1
|
|
2
|
|
—
|
|
1
|
|
7
|
|
|||||
Latin America
|
12
|
|
35
|
|
18
|
|
38
|
|
47
|
|
|||||
Asia
|
22
|
|
18
|
|
7
|
|
4
|
|
10
|
|
|||||
Total OREO
|
$
|
99
|
|
$
|
144
|
|
$
|
186
|
|
$
|
209
|
|
$
|
260
|
|
Non-accrual assets
|
|
|
|
|
|
||||||||||
Corporate non-accrual loans
|
$
|
1,311
|
|
$
|
1,942
|
|
$
|
2,421
|
|
$
|
1,596
|
|
$
|
1,202
|
|
Consumer non-accrual loans
(2)
|
2,226
|
|
2,690
|
|
3,158
|
|
3,658
|
|
5,905
|
|
|||||
Non-accrual loans (NAL)
|
$
|
3,537
|
|
$
|
4,632
|
|
$
|
5,579
|
|
$
|
5,254
|
|
$
|
7,107
|
|
OREO
|
$
|
99
|
|
$
|
144
|
|
$
|
186
|
|
$
|
209
|
|
$
|
260
|
|
Non-accrual assets (NAA)
|
$
|
3,636
|
|
$
|
4,776
|
|
$
|
5,765
|
|
$
|
5,463
|
|
$
|
7,367
|
|
NAL as a percentage of total loans
|
0.52
|
%
|
0.69
|
%
|
0.89
|
%
|
0.85
|
%
|
1.10
|
%
|
|||||
NAA as a percentage of total assets
|
0.19
|
|
0.26
|
|
0.32
|
|
0.32
|
|
0.40
|
|
|||||
Allowance for loan losses as a percentage of NAL
(3)
|
348
|
|
267
|
|
216
|
|
240
|
|
225
|
|
(1)
|
Reflects a decrease of $130 million related to the adoption of ASU 2014-14 in 2014, which requires certain government guaranteed mortgage loans to be recognized as separate other receivables upon foreclosure. Prior periods have not been restated.
|
(2)
|
The 2015 decline in consumer non-accrual loans includes the impact related to the transfer of approximately $8 billion of mortgage loans to Loans HFS (included within
Other assets
).
|
(3)
|
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.
|
In millions of dollars
|
Dec. 31, 2018
|
Dec. 31, 2017
|
||||
Corporate renegotiated loans
(1)
|
|
|
||||
In U.S. offices
|
|
|
||||
Commercial and industrial
(2)
|
$
|
188
|
|
$
|
225
|
|
Mortgage and real estate
|
111
|
|
90
|
|
||
Financial institutions
|
16
|
|
33
|
|
||
Other
|
2
|
|
45
|
|
||
Total
|
$
|
317
|
|
$
|
393
|
|
In offices outside the U.S.
|
|
|
||||
Commercial and industrial
(2)
|
$
|
226
|
|
$
|
392
|
|
Mortgage and real estate
|
12
|
|
11
|
|
||
Financial institutions
|
9
|
|
15
|
|
||
Other
|
—
|
|
7
|
|
||
Total
|
$
|
247
|
|
$
|
425
|
|
Total corporate renegotiated loans
|
$
|
564
|
|
$
|
818
|
|
Consumer renegotiated loans
(3)(4)(5)
|
|
|
||||
In U.S. offices
|
|
|
||||
Mortgage and real estate
(6)
|
$
|
2,520
|
|
$
|
3,709
|
|
Cards
|
1,338
|
|
1,246
|
|
||
Installment and other
|
86
|
|
169
|
|
||
Total
|
$
|
3,944
|
|
$
|
5,124
|
|
In offices outside the U.S.
|
|
|
||||
Mortgage and real estate
|
$
|
311
|
|
$
|
345
|
|
Cards
|
480
|
|
541
|
|
||
Installment and other
|
415
|
|
427
|
|
||
Total
|
$
|
1,206
|
|
$
|
1,313
|
|
Total consumer renegotiated loans
|
$
|
5,150
|
|
$
|
6,437
|
|
(1)
|
Includes $466 million and $715 million of non-accrual loans included in the non-accrual loans table above at December 31, 2018 and 2017, respectively. The remaining loans are accruing interest.
|
(2)
|
In addition to modifications reflected as TDRs at December 31, 2018 and 2017, Citi also modified $0 million and $51 million in offices in the U.S., and $2 million and $95 million in offices outside of the U.S., respectively, of commercial loans risk rated “Substandard Non-Performing” or worse (asset category defined by banking regulators). These modifications were not considered TDRs because the modifications did not involve a concession.
|
(3)
|
Includes $1,015 million and $1,376 million of non-accrual loans included in the non-accrual loans table above at December 31, 2018 and 2017, respectively. The remaining loans are accruing interest.
|
(4)
|
Includes $17 million and $26 million of commercial real estate loans at December 31, 2018 and 2017, respectively.
|
(5)
|
Includes $101 million and $165 million of other commercial loans at December 31, 2018 and 2017, respectively.
|
(6)
|
Reduction in 2018 includes $919 million related to TDRs sold or transferred to HFS.
|
In millions of dollars
|
In U.S.
offices |
In non-
U.S. offices |
2018
total |
||||||
Interest revenue that would have been accrued at original contractual rates
(2)
|
$
|
683
|
|
$
|
458
|
|
$
|
1,141
|
|
Amount recognized as interest revenue
(2)
|
217
|
|
128
|
|
345
|
|
|||
Forgone interest revenue
|
$
|
466
|
|
$
|
330
|
|
$
|
796
|
|
(1)
|
Relates to corporate non-accrual loans, renegotiated loans and consumer loans on which accrual of interest has been suspended.
|
(2)
|
Interest revenue in offices outside the U.S. may reflect prevailing local interest rates, including the effects of inflation and monetary correction in certain countries.
|
•
|
Citibank (including Citibank Europe plc, Citibank Singapore Ltd. and Citibank (Hong Kong) Ltd.); and
|
•
|
the non-bank and other, which includes the parent holding company (Citigroup), Citi’s primary intermediate holding company (Citicorp LLC), Citi’s broker-dealer subsidiaries (including Citigroup Global Markets Inc., Citigroup Global Markets Ltd. and Citigroup Global Markets Japan Inc.) and other bank and non-bank subsidiaries that are consolidated into Citigroup (including Citibanamex).
|
|
Citibank
|
Non-bank and Other
|
Total
|
||||||||||||||||||||||||
In billions of dollars
|
Dec. 31, 2018
|
Sept. 30, 2018
|
Dec. 31, 2017
|
Dec. 31, 2018
|
Sept. 30, 2018
|
Dec. 31, 2017
|
Dec. 31, 2018
|
Sept. 30, 2018
|
Dec. 31, 2017
|
||||||||||||||||||
Available cash
|
$
|
97.1
|
|
$
|
105.1
|
|
$
|
94.3
|
|
$
|
27.6
|
|
$
|
35.1
|
|
$
|
30.9
|
|
$
|
124.7
|
|
$
|
140.2
|
|
$
|
125.2
|
|
U.S. sovereign
|
103.2
|
|
102.2
|
|
113.2
|
|
24.0
|
|
29.7
|
|
27.9
|
|
127.2
|
|
131.9
|
|
141.1
|
|
|||||||||
U.S. agency/agency MBS
|
60.0
|
|
56.4
|
|
80.8
|
|
5.8
|
|
6.5
|
|
0.5
|
|
65.8
|
|
62.9
|
|
81.3
|
|
|||||||||
Foreign government debt
(1)
|
76.8
|
|
74.9
|
|
80.5
|
|
6.3
|
|
9.6
|
|
16.4
|
|
83.2
|
|
84.5
|
|
96.9
|
|
|||||||||
Other investment grade
|
1.5
|
|
0.2
|
|
0.7
|
|
1.3
|
|
1.1
|
|
1.2
|
|
2.8
|
|
1.3
|
|
1.9
|
|
|||||||||
Total HQLA (AVG)
|
$
|
338.6
|
|
$
|
338.8
|
|
$
|
369.5
|
|
$
|
65.1
|
|
$
|
82.0
|
|
$
|
76.9
|
|
$
|
403.7
|
|
$
|
420.8
|
|
$
|
446.4
|
|
(1)
|
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 Hong Kong, Singapore, Korea, Taiwan, India, Mexico and Brazil.
|
In billions of dollars
|
Dec. 31, 2018
|
Sept. 30, 2018
|
Dec. 31, 2017
|
||||||
HQLA
|
$
|
403.7
|
|
$
|
420.8
|
|
$
|
446.4
|
|
Net outflows
|
334.8
|
|
350.8
|
|
364.3
|
|
|||
LCR
|
121
|
%
|
120
|
%
|
123
|
%
|
|||
HQLA in excess of net outflows
|
$
|
68.9
|
|
$
|
70.0
|
|
$
|
82.1
|
|
In billions of dollars
|
Dec. 31, 2018
|
Sept. 30, 2018
|
Dec. 31, 2017
|
||||||
Global Consumer Banking
|
|
|
|
||||||
North America
|
$
|
195.7
|
|
$
|
192.8
|
|
$
|
189.7
|
|
Latin America
|
25.1
|
|
26.3
|
|
25.7
|
|
|||
Asia
(1)
|
87.6
|
|
87.7
|
|
87.9
|
|
|||
Total
|
$
|
308.4
|
|
$
|
306.8
|
|
$
|
303.3
|
|
Institutional Clients Group
|
|
|
|
||||||
Corporate lending
|
$
|
130.0
|
|
$
|
130.9
|
|
$
|
124.9
|
|
Treasury and trade solutions (TTS)
|
77.0
|
|
76.9
|
|
77.0
|
|
|||
Private bank
|
94.7
|
|
92.8
|
|
85.9
|
|
|||
Markets and securities services
and other
|
49.3
|
|
45.6
|
|
40.4
|
|
|||
Total
|
$
|
351.0
|
|
$
|
346.2
|
|
$
|
328.2
|
|
Total
Corporate/Other
|
$
|
16.1
|
|
$
|
17.3
|
|
$
|
22.5
|
|
Total Citigroup loans (AVG)
|
$
|
675.5
|
|
$
|
670.3
|
|
$
|
654.0
|
|
Total Citigroup loans (EOP)
|
$
|
684.2
|
|
$
|
674.9
|
|
$
|
667.0
|
|
(1)
|
Includes loans in certain
EMEA
countries for all periods presented.
|
In billions of dollars
|
Dec. 31, 2018
|
Sept. 30, 2018
|
Dec. 31, 2017
|
||||||
Global Consumer Banking
|
|
|
|
||||||
North America
|
$
|
180.6
|
|
$
|
180.2
|
|
$
|
182.7
|
|
Latin America
|
28.2
|
|
29.4
|
|
27.8
|
|
|||
Asia
(1)
|
97.7
|
|
97.6
|
|
96.0
|
|
|||
Total
|
$
|
306.5
|
|
$
|
307.2
|
|
$
|
306.5
|
|
Institutional Clients Group
|
|
|
|
||||||
Treasury and trade solutions (TTS)
|
$
|
470.8
|
|
$
|
456.7
|
|
$
|
444.5
|
|
Banking ex-TTS
|
128.4
|
|
124.6
|
|
126.9
|
|
|||
Markets and securities services
|
86.7
|
|
86.7
|
|
82.9
|
|
|||
Total
|
$
|
685.9
|
|
$
|
668.0
|
|
$
|
654.4
|
|
Total
Corporate/Other
|
$
|
13.3
|
|
$
|
10.6
|
|
$
|
12.4
|
|
Total Citigroup deposits (AVG)
|
$
|
1,005.7
|
|
$
|
985.7
|
|
$
|
973.3
|
|
Total Citigroup deposits (EOP)
|
$
|
1,013.2
|
|
$
|
1,005.2
|
|
$
|
959.8
|
|
(1)
|
Includes deposits in certain
EMEA
countries
for all periods presented.
|
In billions of dollars
|
Dec. 31, 2018
|
Sept. 30, 2018
|
Dec. 31, 2017
|
||||||
Parent and other
(1)
|
|
|
|
||||||
Benchmark debt:
|
|
|
|
||||||
Senior debt
|
$
|
104.6
|
|
$
|
107.2
|
|
$
|
109.8
|
|
Subordinated debt
|
24.5
|
|
25.1
|
|
26.9
|
|
|||
Trust preferred
|
1.7
|
|
1.7
|
|
1.7
|
|
|||
Customer-related debt
|
37.1
|
|
35.4
|
|
30.7
|
|
|||
Local country and other
(2)
|
2.9
|
|
3.8
|
|
1.8
|
|
|||
Total parent and other
|
$
|
170.8
|
|
$
|
173.2
|
|
$
|
170.9
|
|
Bank
|
|
|
|
||||||
FHLB borrowings
|
$
|
10.5
|
|
$
|
10.5
|
|
$
|
19.3
|
|
Securitizations
(3)
|
28.4
|
|
27.4
|
|
30.3
|
|
|||
CBNA benchmark senior debt
|
18.8
|
|
21.0
|
|
12.5
|
|
|||
Local country and other
(2)
|
3.5
|
|
3.2
|
|
3.7
|
|
|||
Total bank
|
$
|
61.2
|
|
$
|
62.1
|
|
$
|
65.8
|
|
Total long-term debt
|
$
|
232.0
|
|
$
|
235.3
|
|
$
|
236.7
|
|
(1)
|
“Parent and other” includes long-term debt issued to third parties by the parent holding company (Citigroup) and Citi’s non-bank subsidiaries (including broker-dealer subsidiaries) that are consolidated into Citigroup. As of December 31, 2018, “parent and other” included $27.0 billion of long-term debt issued by Citi’s broker-dealer subsidiaries.
|
(2)
|
Local country debt includes debt issued by Citi’s affiliates in support of their local operations.
|
(3)
|
Predominantly credit card securitizations, primarily backed by Citi-branded credit card receivables.
|
|
2018
|
2017
|
2016
|
|||||||||||||||
In billions of dollars
|
Maturities
|
Issuances
|
Maturities
|
Issuances
|
Maturities
|
Issuances
|
||||||||||||
Parent and other
|
|
|
|
|
|
|
||||||||||||
Benchmark debt:
|
|
|
|
|
|
|
||||||||||||
Senior debt
|
$
|
18.5
|
|
$
|
14.8
|
|
$
|
14.1
|
|
$
|
21.6
|
|
$
|
14.9
|
|
$
|
26.0
|
|
Subordinated debt
|
2.9
|
|
0.6
|
|
1.6
|
|
1.3
|
|
3.2
|
|
4.0
|
|
||||||
Customer-related debt
|
6.6
|
|
16.9
|
|
7.6
|
|
12.3
|
|
10.2
|
|
10.5
|
|
||||||
Local country and other
|
1.2
|
|
2.3
|
|
1.2
|
|
0.1
|
|
2.1
|
|
2.2
|
|
||||||
Total parent and other
|
$
|
29.2
|
|
$
|
34.6
|
|
$
|
24.5
|
|
$
|
35.3
|
|
$
|
30.4
|
|
$
|
42.7
|
|
Bank
|
|
|
|
|
|
|
||||||||||||
FHLB borrowings
|
$
|
15.8
|
|
$
|
7.9
|
|
$
|
7.8
|
|
$
|
5.5
|
|
$
|
10.5
|
|
$
|
14.3
|
|
Securitizations
|
8.6
|
|
6.8
|
|
5.3
|
|
12.2
|
|
10.7
|
|
3.3
|
|
||||||
CBNA benchmark senior debt
|
2.3
|
|
8.5
|
|
—
|
|
12.6
|
|
—
|
|
—
|
|
||||||
Local country and other
|
2.2
|
|
2.9
|
|
3.4
|
|
2.4
|
|
3.9
|
|
3.4
|
|
||||||
Total bank
|
$
|
28.9
|
|
$
|
26.1
|
|
$
|
16.5
|
|
$
|
32.7
|
|
$
|
25.1
|
|
$
|
21.0
|
|
Total
|
$
|
58.1
|
|
$
|
60.7
|
|
$
|
41.0
|
|
$
|
68.0
|
|
$
|
55.5
|
|
$
|
63.7
|
|
|
Maturities
|
|||||||||||||||||||||||
In billions of dollars
|
2018
|
2019
|
2020
|
2021
|
2022
|
2023
|
Thereafter
|
Total
|
||||||||||||||||
Parent and other
|
|
|
|
|
|
|
|
|
||||||||||||||||
Benchmark debt:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Senior debt
|
$
|
18.5
|
|
$
|
14.1
|
|
$
|
8.8
|
|
$
|
14.1
|
|
$
|
8.1
|
|
$
|
12.5
|
|
$
|
46.9
|
|
$
|
104.6
|
|
Subordinated debt
|
2.9
|
|
—
|
|
—
|
|
—
|
|
0.7
|
|
1.1
|
|
22.6
|
|
24.5
|
|
||||||||
Trust preferred
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1.7
|
|
1.7
|
|
||||||||
Customer-related debt
|
6.6
|
|
3.7
|
|
6.8
|
|
3.4
|
|
2.6
|
|
2.8
|
|
17.8
|
|
37.1
|
|
||||||||
Local country and other
|
1.2
|
|
2.0
|
|
0.1
|
|
0.2
|
|
0.1
|
|
—
|
|
0.7
|
|
2.9
|
|
||||||||
Total parent and other
|
$
|
29.2
|
|
$
|
19.8
|
|
$
|
15.7
|
|
$
|
17.7
|
|
$
|
11.5
|
|
$
|
16.4
|
|
$
|
89.7
|
|
$
|
170.8
|
|
Bank
|
|
|
|
|
|
|
|
|
||||||||||||||||
FHLB borrowings
|
$
|
15.8
|
|
$
|
5.6
|
|
$
|
4.9
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
10.5
|
|
Securitizations
|
8.6
|
|
7.9
|
|
6.0
|
|
5.7
|
|
2.2
|
|
2.5
|
|
4.0
|
|
28.4
|
|
||||||||
CBNA benchmark senior debt
|
2.3
|
|
4.7
|
|
8.7
|
|
5.0
|
|
—
|
|
—
|
|
0.3
|
|
18.8
|
|
||||||||
Local country and other
|
2.2
|
|
0.6
|
|
2.0
|
|
0.2
|
|
0.4
|
|
0.1
|
|
0.4
|
|
3.5
|
|
||||||||
Total bank
|
$
|
28.9
|
|
$
|
18.8
|
|
$
|
21.6
|
|
$
|
10.9
|
|
$
|
2.6
|
|
$
|
2.6
|
|
$
|
4.7
|
|
$
|
61.2
|
|
Total long-term debt
|
$
|
58.1
|
|
$
|
38.6
|
|
$
|
37.3
|
|
$
|
28.6
|
|
$
|
14.1
|
|
$
|
19.0
|
|
$
|
94.4
|
|
$
|
232.0
|
|
(i)
|
Citicorp LLC (Citicorp), an existing wholly owned subsidiary of Citigroup, was established as an intermediate holding company (an IHC) for certain of Citigroup’s operating material legal entities;
|
(ii)
|
Citigroup executed an inter-affiliate agreement with Citicorp, Citigroup’s operating material legal entities and certain other affiliated entities pursuant to which Citicorp is required to provide liquidity and capital support to Citigroup’s operating material legal entities in the event Citigroup were to enter bankruptcy proceedings (Citi Support Agreement);
|
(iii)
|
pursuant to the Citi Support Agreement:
|
•
|
Citigroup made an initial contribution of assets, including certain high-quality liquid assets and inter-affiliate loans (Contributable Assets), to Citicorp, and Citicorp became the business as usual funding vehicle for Citigroup’s operating material legal entities;
|
•
|
Citigroup will be obligated to continue to transfer Contributable Assets to Citicorp over time, subject
|
•
|
in the event of a Citigroup bankruptcy, Citigroup will be required to contribute most of its remaining assets to Citicorp; and
|
(iv)
|
the obligations of both Citigroup and Citicorp under the Citi Support Agreement, as well as the Contributable Assets, are secured pursuant to a security agreement.
|
|
Federal funds purchased and securities sold under
agreements to repurchase
|
Short-term borrowings
(1)
|
|||||||||||||||||||||||||
Commercial paper
(2)
|
Other short-term borrowings
(3)
|
||||||||||||||||||||||||||
In billions of dollars
|
2018
|
2017
|
2016
|
2018
|
2017
|
2016
|
2018
|
2017
|
2016
|
||||||||||||||||||
Amounts outstanding at year end
|
$
|
177.8
|
|
$
|
156.3
|
|
$
|
141.8
|
|
$
|
13.2
|
|
$
|
9.9
|
|
$
|
10.0
|
|
$
|
19.1
|
|
$
|
34.5
|
|
$
|
20.7
|
|
Average outstanding during the year
(4)(5)
|
172.1
|
|
157.7
|
|
158.1
|
|
11.8
|
|
10.0
|
|
10.0
|
|
26.5
|
|
23.2
|
|
14.8
|
|
|||||||||
Maximum month-end outstanding
|
191.2
|
|
163.0
|
|
171.7
|
|
13.2
|
|
10.1
|
|
10.2
|
|
34.0
|
|
34.5
|
|
20.9
|
|
|||||||||
Weighted-average interest rate
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
During the year
(4)(5)(6)
|
2.84
|
%
|
1.69
|
%
|
1.21
|
%
|
2.19
|
%
|
1.27
|
%
|
0.80
|
%
|
4.17
|
%
|
2.81
|
%
|
2.32
|
%
|
|||||||||
At year end
(7)
|
|
|
|
1.95
|
|
1.28
|
|
0.79
|
|
2.99
|
|
1.62
|
|
1.39
|
|
(1)
|
Original maturities of less than one year.
|
(2)
|
Substantially all commercial paper outstanding was issued by certain Citibank entities for the periods presented.
|
(3)
|
Other short-term borrowings include borrowings from the FHLB and other market participants.
|
(4)
|
Interest rates and amounts include the effects of risk management activities associated with the respective liability categories.
|
(5)
|
Average volumes of securities sold under agreements to repurchase are reported net pursuant to ASC 210-20-45; average rates exclude the impact of ASC 210-20-45.
|
(6)
|
Average rates reflect prevailing local interest rates, including inflationary effects and monetary correction in certain countries.
|
(7)
|
Based on contractual rates at respective year ends; non-interest-bearing accounts are excluded from the weighted average interest rate calculated at year end.
|
|
Citigroup Inc.
|
Citibank, N.A.
|
||||
Ratings as of December 31, 2018
|
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
|
Under review
|
A1
|
P-1
|
Under
review
|
Standard & Poor’s (S&P)
|
BBB+
|
A-2
|
Stable
|
A+
|
A-1
|
Stable
|
In millions of dollars, except as otherwise noted
|
Dec. 31, 2018
|
Sept. 30, 2018
|
Dec. 31, 2017
|
||||||
Estimated annualized impact to net interest revenue
|
|
|
|
||||||
U.S. dollar
(1)
|
$
|
758
|
|
$
|
879
|
|
$
|
1,471
|
|
All other currencies
|
661
|
|
649
|
|
598
|
|
|||
Total
|
$
|
1,419
|
|
$
|
1,528
|
|
$
|
2,069
|
|
As a percentage of average interest-earning assets
|
0.08
|
%
|
0.09
|
%
|
0.12
|
%
|
|||
Estimated initial impact to AOCI (after-tax)
(2)(3)
|
$
|
(3,920
|
)
|
$
|
(4,597
|
)
|
$
|
(4,853
|
)
|
Estimated initial impact on Common Equity Tier 1 Capital ratio (bps)
(3)
|
(28
|
)
|
(31
|
)
|
(35
|
)
|
(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 $(242) million for a 100 bps instantaneous increase in interest rates as of December 31, 2018.
|
(2)
|
Includes the effect of changes in interest rates on AOCI related to investment securities, cash flow hedges and pension liability adjustments.
|
(3)
|
Results as of December 31, 2017 reflect the impact of Tax Reform, including the lower expected effective tax rate and the impact to Citi’s DTA position.
|
In millions of dollars, except as 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
|
$
|
758
|
|
$
|
755
|
|
$
|
40
|
|
$
|
(52
|
)
|
All other currencies
|
661
|
|
585
|
|
37
|
|
(36
|
)
|
||||
Total
|
$
|
1,419
|
|
$
|
1,340
|
|
$
|
77
|
|
$
|
(88
|
)
|
Estimated initial impact to AOCI (after-tax)
(1)
|
$
|
(3,920
|
)
|
$
|
(2,405
|
)
|
$
|
(1,746
|
)
|
$
|
1,252
|
|
Estimated initial impact to Common Equity Tier 1 Capital ratio (bps)
|
(28
|
)
|
(16
|
)
|
(14
|
)
|
9
|
|
(1)
|
Includes the effect of changes in interest rates on AOCI related to investment securities, cash flow hedges and pension liability adjustments.
|
|
For the quarter ended
|
||||||||
In millions of dollars, except as otherwise noted
|
Dec. 31, 2018
|
Sept. 30, 2018
|
Dec. 31, 2017
|
||||||
Change in FX spot rate
(1)
|
(1.6
|
)%
|
(0.2
|
)%
|
(1.2
|
)%
|
|||
Change in TCE due to FX translation, net of hedges
|
$
|
(491
|
)
|
$
|
(354
|
)
|
$
|
(498
|
)
|
As a percentage of TCE
|
(0.3
|
)%
|
(0.2
|
)%
|
(0.3
|
)%
|
|||
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
|
)
|
—
|
|
(5
|
)
|
(1)
|
FX spot rate change is a weighted average based upon Citi’s quarterly average GAAP capital exposure to foreign countries.
|
In millions of dollars, except as otherwise noted
|
2018
|
|
2017
|
|
2016
|
|
Change
2018 vs. 2017 |
|
Change
2017 vs. 2016 |
|
||||||||
Interest revenue
(1)
|
$
|
71,082
|
|
|
$
|
62,075
|
|
|
$
|
58,450
|
|
|
15
|
%
|
|
6
|
%
|
|
Interest expense
(2)
|
24,266
|
|
|
16,518
|
|
|
12,512
|
|
|
47
|
|
|
32
|
|
|
|||
Net interest revenue
|
$
|
46,816
|
|
|
$
|
45,557
|
|
|
$
|
45,938
|
|
|
3
|
%
|
|
(1
|
)%
|
|
Interest revenue—average rate
|
4.08
|
%
|
|
3.71
|
%
|
|
3.67
|
%
|
|
37
|
|
bps
|
4
|
|
bps
|
|||
Interest expense—average rate
|
1.77
|
|
|
1.28
|
|
|
1.03
|
|
|
49
|
|
bps
|
25
|
|
bps
|
|||
Net interest margin
(3)
|
2.69
|
|
|
2.73
|
|
|
2.88
|
|
|
(4
|
)
|
bps
|
(15
|
)
|
bps
|
|||
Interest rate benchmarks
|
|
|
|
|
|
|
|
|
|
|
||||||||
Two-year U.S. Treasury note—average rate
|
2.53
|
%
|
|
1.40
|
%
|
|
0.83
|
%
|
|
113
|
|
bps
|
57
|
|
bps
|
|||
10-year U.S. Treasury note—average rate
|
2.91
|
|
|
2.33
|
|
|
1.83
|
|
|
58
|
|
bps
|
50
|
|
bps
|
|||
10-year vs. two-year spread
|
38
|
|
bps
|
93
|
|
bps
|
100
|
|
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 rates of 21% in 2018 and 35% in 2017 and 2016) of $254 million, $496 million and $462 million for 2018, 2017 and 2016, respectively.
|
(2)
|
Interest expense associated with certain hybrid financial instruments, which are classified as
Long-term debt
and accounted for at fair value, is reported together
|
(3)
|
Citi’s net interest margin (NIM) is calculated by dividing net interest revenue by average interest-earning assets.
|
|
Average volume
|
Interest revenue
|
% Average rate
|
|||||||||||||||||||||
In millions of dollars, except rates
|
2018
|
2017
|
2016
|
2018
|
2017
|
2016
|
2018
|
2017
|
2016
|
|||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Deposits with banks
(4)
|
$
|
177,294
|
|
$
|
169,385
|
|
$
|
131,925
|
|
$
|
2,203
|
|
$
|
1,635
|
|
$
|
971
|
|
1.24
|
%
|
0.97
|
%
|
0.74
|
%
|
Federal funds sold and securities borrowed or purchased under agreements to resell
(5)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
In U.S. offices
|
$
|
149,879
|
|
$
|
141,308
|
|
$
|
147,940
|
|
$
|
3,818
|
|
$
|
1,922
|
|
$
|
1,483
|
|
2.55
|
%
|
1.36
|
%
|
1.00
|
%
|
In offices outside the U.S.
(4)
|
117,695
|
|
106,606
|
|
85,142
|
|
1,674
|
|
1,327
|
|
1,060
|
|
1.42
|
|
1.24
|
|
1.24
|
|
||||||
Total
|
$
|
267,574
|
|
$
|
247,914
|
|
$
|
233,082
|
|
$
|
5,492
|
|
$
|
3,249
|
|
$
|
2,543
|
|
2.05
|
%
|
1.31
|
%
|
1.09
|
%
|
Trading account assets
(6)(7)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
In U.S. offices
|
$
|
94,065
|
|
$
|
99,755
|
|
$
|
105,774
|
|
$
|
3,706
|
|
$
|
3,531
|
|
$
|
3,791
|
|
3.94
|
%
|
3.54
|
%
|
3.58
|
%
|
In offices outside the U.S.
(4)
|
115,601
|
|
104,197
|
|
98,832
|
|
2,615
|
|
2,117
|
|
2,095
|
|
2.26
|
|
2.03
|
|
2.12
|
|
||||||
Total
|
$
|
209,666
|
|
$
|
203,952
|
|
$
|
204,606
|
|
$
|
6,321
|
|
$
|
5,648
|
|
$
|
5,886
|
|
3.01
|
%
|
2.77
|
%
|
2.88
|
%
|
Investments
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
In U.S. offices
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
|
$
|
228,686
|
|
$
|
226,227
|
|
$
|
225,764
|
|
$
|
5,331
|
|
$
|
4,450
|
|
$
|
3,980
|
|
2.33
|
%
|
1.97
|
%
|
1.76
|
%
|
Exempt from U.S. income tax
|
17,199
|
|
18,152
|
|
19,079
|
|
706
|
|
775
|
|
693
|
|
4.10
|
|
4.27
|
|
3.63
|
|
||||||
In offices outside the U.S.
(4)
|
104,033
|
|
106,040
|
|
106,159
|
|
3,600
|
|
3,309
|
|
3,157
|
|
3.46
|
|
3.12
|
|
2.97
|
|
||||||
Total
|
$
|
349,918
|
|
$
|
350,419
|
|
$
|
351,002
|
|
$
|
9,637
|
|
$
|
8,534
|
|
$
|
7,830
|
|
2.75
|
%
|
2.44
|
%
|
2.23
|
%
|
Loans (net of unearned income)
(8)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
In U.S. offices
|
$
|
385,350
|
|
$
|
371,711
|
|
$
|
360,751
|
|
$
|
28,627
|
|
$
|
25,944
|
|
$
|
24,240
|
|
7.43
|
%
|
6.98
|
%
|
6.72
|
%
|
In offices outside the U.S.
(4)
|
285,505
|
|
267,774
|
|
262,715
|
|
17,129
|
|
15,904
|
|
15,951
|
|
6.00
|
|
5.94
|
|
6.07
|
|
||||||
Total
|
$
|
670,855
|
|
$
|
639,485
|
|
$
|
623,466
|
|
$
|
45,756
|
|
$
|
41,848
|
|
$
|
40,191
|
|
6.82
|
%
|
6.54
|
%
|
6.45
|
%
|
Other interest-earning assets
(9)
|
$
|
67,269
|
|
$
|
60,626
|
|
$
|
50,003
|
|
$
|
1,673
|
|
$
|
1,161
|
|
$
|
1,029
|
|
2.49
|
%
|
1.92
|
%
|
2.06
|
%
|
Total interest-earning assets
|
$
|
1,742,576
|
|
$
|
1,671,781
|
|
$
|
1,594,084
|
|
$
|
71,082
|
|
$
|
62,075
|
|
$
|
58,450
|
|
4.08
|
%
|
3.71
|
%
|
3.67
|
%
|
Non-interest-earning assets
(6)
|
$
|
177,654
|
|
$
|
203,657
|
|
$
|
214,641
|
|
|
|
|
|
|
|
|||||||||
Total assets
|
$
|
1,920,230
|
|
$
|
1,875,438
|
|
$
|
1,808,725
|
|
|
|
|
|
|
|
(1)
|
Net interest revenue
includes the taxable equivalent adjustments related to the tax-exempt bond portfolio (based on the U.S. federal statutory tax rates of 21% in 2018 and 35% in 2017 and 2016) of $254 million, $496 million and $462 million for 2018, 2017 and 2016, 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)
|
Average rates reflect prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.
|
(5)
|
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.
|
(6)
|
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
.
|
(7)
|
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.
|
(8)
|
Includes cash-basis loans.
|
(9)
|
Includes brokerage receivables.
|
|
Average volume
|
Interest expense
|
% Average rate
|
|||||||||||||||||||||
In millions of dollars, except rates
|
2018
|
2017
|
2016
|
2018
|
2017
|
2016
|
2018
|
2017
|
2016
|
|||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Deposits
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
In U.S. offices
(4)
|
$
|
338,060
|
|
$
|
313,094
|
|
$
|
288,817
|
|
$
|
4,500
|
|
$
|
2,530
|
|
$
|
1,630
|
|
1.33
|
%
|
0.81
|
%
|
0.56
|
%
|
In offices outside the U.S.
(5)
|
453,793
|
|
436,949
|
|
429,608
|
|
5,116
|
|
4,057
|
|
3,670
|
|
1.13
|
|
0.93
|
|
0.85
|
|
||||||
Total
|
$
|
791,853
|
|
$
|
750,043
|
|
$
|
718,425
|
|
$
|
9,616
|
|
$
|
6,587
|
|
$
|
5,300
|
|
1.21
|
%
|
0.88
|
%
|
0.74
|
%
|
Federal funds purchased and securities loaned or sold under agreements to repurchase
(6)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
In U.S. offices
|
$
|
102,843
|
|
$
|
96,258
|
|
$
|
100,472
|
|
$
|
3,320
|
|
$
|
1,574
|
|
$
|
1,024
|
|
3.23
|
%
|
1.64
|
%
|
1.02
|
%
|
In offices outside the U.S.
(5)
|
69,264
|
|
61,434
|
|
57,588
|
|
1,569
|
|
1,087
|
|
888
|
|
2.27
|
|
1.77
|
|
1.54
|
|
||||||
Total
|
$
|
172,107
|
|
$
|
157,692
|
|
$
|
158,060
|
|
$
|
4,889
|
|
$
|
2,661
|
|
$
|
1,912
|
|
2.84
|
%
|
1.69
|
%
|
1.21
|
%
|
Trading account liabilities
(7)(8)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
In U.S. offices
|
$
|
37,305
|
|
$
|
33,399
|
|
$
|
29,481
|
|
$
|
612
|
|
$
|
380
|
|
$
|
242
|
|
1.64
|
%
|
1.14
|
%
|
0.82
|
%
|
In offices outside the U.S.
(5)
|
58,919
|
|
57,149
|
|
44,669
|
|
389
|
|
258
|
|
168
|
|
0.66
|
|
0.45
|
|
0.38
|
|
||||||
Total
|
$
|
96,224
|
|
$
|
90,548
|
|
$
|
74,150
|
|
$
|
1,001
|
|
$
|
638
|
|
$
|
410
|
|
1.04
|
%
|
0.70
|
%
|
0.55
|
%
|
Short-term borrowings
(9)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
In U.S. offices
|
$
|
85,009
|
|
$
|
74,825
|
|
$
|
61,015
|
|
$
|
1,885
|
|
$
|
684
|
|
$
|
203
|
|
2.22
|
%
|
0.91
|
%
|
0.33
|
%
|
In offices outside the U.S.
(5)
|
23,402
|
|
22,837
|
|
19,184
|
|
324
|
|
375
|
|
274
|
|
1.38
|
|
1.64
|
|
1.43
|
|
||||||
Total
|
$
|
108,411
|
|
$
|
97,662
|
|
$
|
80,199
|
|
$
|
2,209
|
|
$
|
1,059
|
|
$
|
477
|
|
2.04
|
%
|
1.08
|
%
|
0.59
|
%
|
Long-term debt
(10)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
In U.S. offices
|
$
|
197,933
|
|
$
|
192,079
|
|
$
|
175,342
|
|
$
|
6,386
|
|
$
|
5,382
|
|
$
|
4,180
|
|
3.23
|
%
|
2.80
|
%
|
2.38
|
%
|
In offices outside the U.S.
(5)
|
4,895
|
|
4,615
|
|
6,426
|
|
165
|
|
191
|
|
233
|
|
3.37
|
|
4.14
|
|
3.63
|
|
||||||
Total
|
$
|
202,828
|
|
$
|
196,694
|
|
$
|
181,768
|
|
$
|
6,551
|
|
$
|
5,573
|
|
$
|
4,413
|
|
3.23
|
%
|
2.83
|
%
|
2.43
|
%
|
Total interest-bearing liabilities
|
$
|
1,371,423
|
|
$
|
1,292,639
|
|
$
|
1,212,602
|
|
$
|
24,266
|
|
$
|
16,518
|
|
$
|
12,512
|
|
1.77
|
%
|
1.28
|
%
|
1.03
|
%
|
Demand deposits in U.S. offices
|
$
|
33,398
|
|
$
|
37,824
|
|
$
|
38,120
|
|
|
|
|
|
|
|
|||||||||
Other non-interest-bearing liabilities
(7)
|
315,862
|
|
316,129
|
|
328,538
|
|
|
|
|
|
|
|
||||||||||||
Total liabilities
|
$
|
1,720,683
|
|
$
|
1,646,592
|
|
$
|
1,579,260
|
|
|
|
|
|
|
|
|||||||||
Citigroup stockholders’ equity
|
$
|
198,681
|
|
$
|
227,849
|
|
$
|
228,346
|
|
|
|
|
|
|
|
|||||||||
Noncontrolling interests
|
866
|
|
997
|
|
1,119
|
|
|
|
|
|
|
|
||||||||||||
Total equity
|
$
|
199,547
|
|
$
|
228,846
|
|
$
|
229,465
|
|
|
|
|
|
|
|
|||||||||
Total liabilities and stockholders’ equity
|
$
|
1,920,230
|
|
$
|
1,875,438
|
|
$
|
1,808,725
|
|
|
|
|
|
|
|
|||||||||
Net interest revenue as a percentage of average interest-earning assets
(11)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
In U.S. offices
|
$
|
992,543
|
|
$
|
970,439
|
|
$
|
944,891
|
|
$
|
28,157
|
|
$
|
27,551
|
|
$
|
27,929
|
|
2.84
|
%
|
2.84
|
%
|
2.96
|
%
|
In offices outside the U.S.
(5)
|
750,033
|
|
701,342
|
|
649,193
|
|
18,659
|
|
18,006
|
|
18,009
|
|
2.49
|
|
2.57
|
|
2.77
|
|
||||||
Total
|
$
|
1,742,576
|
|
$
|
1,671,781
|
|
$
|
1,594,084
|
|
$
|
46,816
|
|
$
|
45,557
|
|
$
|
45,938
|
|
2.69
|
%
|
2.73
|
%
|
2.88
|
%
|
(1)
|
Net interest revenue
includes the taxable equivalent adjustments related to the tax-exempt bond portfolio (based on the U.S. federal statutory tax rates of 21% in 2018 and 35% in 2017 and 2016) of $254 million, $496 million and $462 million for 2018, 2017 and 2016, 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)
|
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.
|
(5)
|
Average rates reflect prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.
|
(6)
|
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.
|
(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 brokerage payables.
|
(10)
|
Excludes hybrid financial instruments and beneficial interests in consolidated VIEs that are classified as
Long-term debt
, as the changes in fair value for these obligations are recorded in
Principal transactions
.
|
(11)
|
Includes allocations for capital and funding costs based on the location of the asset.
|
|
2018 vs. 2017
|
2017 vs. 2016
|
||||||||||||||||
|
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)
|
$
|
79
|
|
$
|
489
|
|
$
|
568
|
|
$
|
317
|
|
$
|
347
|
|
$
|
664
|
|
Federal funds sold and securities borrowed or
purchased under agreements to resell
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
123
|
|
$
|
1,773
|
|
$
|
1,896
|
|
$
|
(69
|
)
|
$
|
508
|
|
$
|
439
|
|
In offices outside the U.S.
(4)
|
146
|
|
201
|
|
347
|
|
267
|
|
—
|
|
267
|
|
||||||
Total
|
$
|
269
|
|
$
|
1,974
|
|
$
|
2,243
|
|
$
|
198
|
|
$
|
508
|
|
$
|
706
|
|
Trading account assets
(5)
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
(209
|
)
|
$
|
384
|
|
$
|
175
|
|
$
|
(214
|
)
|
$
|
(46
|
)
|
$
|
(260
|
)
|
In offices outside the U.S.
(4)
|
245
|
|
253
|
|
498
|
|
111
|
|
(89
|
)
|
22
|
|
||||||
Total
|
$
|
36
|
|
$
|
637
|
|
$
|
673
|
|
$
|
(103
|
)
|
$
|
(135
|
)
|
$
|
(238
|
)
|
Investments
(1)
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
32
|
|
$
|
780
|
|
$
|
812
|
|
$
|
(9
|
)
|
$
|
561
|
|
$
|
552
|
|
In offices outside the U.S.
(4)
|
(64
|
)
|
355
|
|
291
|
|
(4
|
)
|
156
|
|
152
|
|
||||||
Total
|
$
|
(32
|
)
|
$
|
1,135
|
|
$
|
1,103
|
|
$
|
(13
|
)
|
$
|
717
|
|
$
|
704
|
|
Loans (net of unearned income)
(6)
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
974
|
|
$
|
1,709
|
|
$
|
2,683
|
|
$
|
749
|
|
$
|
955
|
|
$
|
1,704
|
|
In offices outside the U.S.
(4)
|
1,062
|
|
163
|
|
1,225
|
|
304
|
|
(351
|
)
|
(47
|
)
|
||||||
Total
|
$
|
2,036
|
|
$
|
1,872
|
|
$
|
3,908
|
|
$
|
1,053
|
|
$
|
604
|
|
$
|
1,657
|
|
Other interest-earning assets
(7)
|
$
|
137
|
|
$
|
375
|
|
$
|
512
|
|
$
|
207
|
|
$
|
(75
|
)
|
$
|
132
|
|
Total interest revenue
|
$
|
2,525
|
|
$
|
6,482
|
|
$
|
9,007
|
|
$
|
1,659
|
|
$
|
1,966
|
|
$
|
3,625
|
|
(1)
|
The taxable equivalent adjustment is related to the tax-exempt bond portfolio based on the U.S. federal statutory tax rates of 21% in 2018 and 35% in 2017 and 2016, 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.
|
|
2018 vs. 2017
|
2017 vs. 2016
|
||||||||||||||||
|
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
|
$
|
216
|
|
$
|
1,754
|
|
$
|
1,970
|
|
$
|
147
|
|
$
|
753
|
|
$
|
900
|
|
In offices outside the U.S.
(4)
|
162
|
|
897
|
|
1,059
|
|
64
|
|
323
|
|
387
|
|
||||||
Total
|
$
|
378
|
|
$
|
2,651
|
|
$
|
3,029
|
|
$
|
211
|
|
$
|
1,076
|
|
$
|
1,287
|
|
Federal funds purchased and securities loaned or
sold under agreements to repurchase
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
115
|
|
$
|
1,631
|
|
$
|
1,746
|
|
$
|
(45
|
)
|
$
|
595
|
|
$
|
550
|
|
In offices outside the U.S.
(4)
|
151
|
|
331
|
|
482
|
|
62
|
|
137
|
|
199
|
|
||||||
Total
|
$
|
266
|
|
$
|
1,962
|
|
$
|
2,228
|
|
$
|
17
|
|
$
|
732
|
|
$
|
749
|
|
Trading account liabilities
(5)
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
49
|
|
$
|
183
|
|
$
|
232
|
|
$
|
35
|
|
$
|
103
|
|
$
|
138
|
|
In offices outside the U.S.
(4)
|
8
|
|
123
|
|
131
|
|
52
|
|
38
|
|
90
|
|
||||||
Total
|
$
|
57
|
|
$
|
306
|
|
$
|
363
|
|
$
|
87
|
|
$
|
141
|
|
$
|
228
|
|
Short-term borrowings
(6)
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
105
|
|
$
|
1,096
|
|
$
|
1,201
|
|
$
|
55
|
|
$
|
426
|
|
$
|
481
|
|
In offices outside the U.S.
(4)
|
9
|
|
(60
|
)
|
(51
|
)
|
57
|
|
44
|
|
101
|
|
||||||
Total
|
$
|
114
|
|
$
|
1,036
|
|
$
|
1,150
|
|
$
|
112
|
|
$
|
470
|
|
$
|
582
|
|
Long-term debt
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
168
|
|
$
|
836
|
|
$
|
1,004
|
|
$
|
424
|
|
$
|
778
|
|
$
|
1,202
|
|
In offices outside the U.S.
(4)
|
11
|
|
(37
|
)
|
(26
|
)
|
(72
|
)
|
30
|
|
(42
|
)
|
||||||
Total
|
$
|
179
|
|
$
|
799
|
|
$
|
978
|
|
$
|
352
|
|
$
|
808
|
|
$
|
1,160
|
|
Total interest expense
|
$
|
994
|
|
$
|
6,754
|
|
$
|
7,748
|
|
$
|
779
|
|
$
|
3,227
|
|
$
|
4,006
|
|
Net interest revenue
|
$
|
1,531
|
|
$
|
(272
|
)
|
$
|
1,259
|
|
$
|
880
|
|
$
|
(1,261
|
)
|
$
|
(381
|
)
|
(1)
|
The taxable equivalent adjustment is related to the tax-exempt bond portfolio based on the U.S. federal statutory tax rate of 21% in 2018 and 35% in 2017 and 2016, 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.
|
•
|
factor sensitivities;
|
•
|
value at risk (VAR); and
|
•
|
stress testing.
|
Daily Trading-Related Revenue (Loss)
(1)
— Twelve Months ended December 31, 2018
In millions of dollars |
(1)
|
Reflects the effects of asymmetrical accounting for economic hedges of certain AFS debt securities. Specifically, the change in the fair value of hedging derivatives is included in
Trading-related revenue, while the offsetting change in the fair value of hedged AFS debt securities is included in AOCI and not reflected above.
|
In millions of dollars
|
December 31, 2018
|
2018 Average
|
December 31, 2017
|
2017 Average
|
||||||||
Interest rate
|
$
|
48
|
|
$
|
60
|
|
$
|
69
|
|
$
|
58
|
|
Credit spread
|
55
|
|
47
|
|
54
|
|
48
|
|
||||
Covariance adjustment
(1)
|
(23
|
)
|
(24
|
)
|
(25
|
)
|
(20
|
)
|
||||
Fully diversified interest rate and credit spread
(2)
|
$
|
80
|
|
$
|
83
|
|
$
|
98
|
|
$
|
86
|
|
Foreign exchange
|
18
|
|
25
|
|
25
|
|
25
|
|
||||
Equity
|
25
|
|
22
|
|
17
|
|
15
|
|
||||
Commodity
|
23
|
|
19
|
|
17
|
|
22
|
|
||||
Covariance adjustment
(1)
|
(66
|
)
|
(67
|
)
|
(63
|
)
|
(64
|
)
|
||||
Total trading VAR—all market risk factors, including general and specific risk (excluding credit portfolios)
(2)
|
$
|
80
|
|
$
|
82
|
|
$
|
94
|
|
$
|
84
|
|
Specific risk-only component
(3)
|
$
|
4
|
|
$
|
4
|
|
$
|
—
|
|
$
|
1
|
|
Total trading VAR—general market risk factors only (excluding credit portfolios)
|
$
|
76
|
|
$
|
78
|
|
$
|
94
|
|
$
|
83
|
|
Incremental impact of the credit portfolio
(4)
|
$
|
18
|
|
$
|
10
|
|
$
|
11
|
|
$
|
10
|
|
Total trading and credit portfolio VAR
|
$
|
98
|
|
$
|
92
|
|
$
|
105
|
|
$
|
94
|
|
(1)
|
Covariance adjustment (also known as diversification benefit) equals the difference between the total VAR and the sum of the VARs tied to each individual risk type. The benefit reflects the fact that the risks within each and across risk types are not perfectly correlated and, consequently, the total VAR on a given day will be lower than the sum of the VARs relating to each individual risk type. The determination of the primary drivers of changes to the covariance adjustment is made by an examination of the impact of both model parameter and position changes.
|
(2)
|
The total trading VAR includes mark-to-market and certain fair value option trading positions in
ICG
, with the exception of hedges to the loan portfolio, fair value option loans and all CVA exposures. Available-for-sale and accrual exposures are not included.
|
(3)
|
The specific risk-only component represents the level of equity and fixed income issuer-specific risk embedded in VAR.
|
(4)
|
The credit portfolio is composed of mark-to-market positions associated with non-trading business units, 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 within capital markets origination in
ICG
.
|
|
2018
|
2017
|
||||||||||
In millions of dollars
|
Low
|
High
|
Low
|
High
|
||||||||
Interest rate
|
$
|
34
|
|
$
|
89
|
|
$
|
29
|
|
$
|
97
|
|
Credit spread
|
38
|
|
64
|
|
38
|
|
63
|
|
||||
Fully diversified interest rate and credit spread
|
$
|
59
|
|
$
|
118
|
|
$
|
59
|
|
$
|
109
|
|
Foreign exchange
|
13
|
|
44
|
|
16
|
|
49
|
|
||||
Equity
|
15
|
|
33
|
|
6
|
|
27
|
|
||||
Commodity
|
13
|
|
27
|
|
13
|
|
31
|
|
||||
Total trading
|
$
|
56
|
|
$
|
120
|
|
$
|
58
|
|
$
|
116
|
|
Total trading and credit portfolio
|
66
|
|
124
|
|
67
|
|
123
|
|
In millions of dollars
|
Dec. 31, 2018
|
||
Total—all market risk factors, including general and specific risk
|
$
|
79
|
|
Average—during year
|
$
|
81
|
|
High—during year
|
120
|
|
|
Low—during year
|
55
|
|
Regulatory Trading VAR and Associated Buy-and-Hold Profit and Loss
(1)
—12 Months ended December 31, 2018
In millions of dollars
|
(1)
|
Buy-and-hold profit and loss, as defined by the banking regulators under Basel III, represents the daily mark-to-market revenue movement attributable to the trading position from the close of the previous business day. Buy-and-hold profit and loss excludes realized trading revenue and net interest intra-day trading profit and loss on new and terminated trades, as well as changes in reserves. Therefore, it is not comparable to the trading-related revenue presented in the chart of daily trading-related revenue above.
|
•
|
fraud, theft and unauthorized activity;
|
•
|
employment practices and workplace environment;
|
•
|
clients, products and business practices;
|
•
|
physical assets and infrastructure; and
|
•
|
execution, delivery and process management.
|
•
|
identify and assess key operational risks;
|
•
|
design controls to mitigate identified risks;
|
•
|
establish key risk indicators;
|
•
|
implement a process for early problem recognition and timely escalation;
|
•
|
produce comprehensive operational risk reporting; and
|
•
|
ensure that sufficient resources are available to actively improve the operational risk environment and mitigate emerging risks.
|
•
|
Establish, manage and oversee the execution of the CRM Framework that facilitates enterprise-wide compliance with local, national or cross-border laws, rules or regulations, Citi’s internal policies, standards and procedures and relevant standards of conduct;
|
•
|
Support Citi’s operations by assisting in the management of compliance risk across products, business lines, functions and geographies, supported by globally consistent systems and processes; and
|
•
|
Drive and embed a risk culture of compliance, control and ethical conduct throughout Citi.
|
•
|
Identifying regulatory changes and performing the impact assessment, as well as capturing and monitoring adherence to existing regulatory requirements.
|
•
|
Establishing, maintaining and adhering to policies, standards and procedures for the management of compliance risk, in accordance with policy governance requirements.
|
•
|
Developing and providing training to support the effective execution of roles and responsibilities related to the identification, control, reporting and escalation of matters related to compliance risks.
|
•
|
Self-assessment (e.g., Managers Control Assessment) of compliance risk.
|
•
|
ICRM and other independent control functions are responsible for independently assessing the management of compliance risks.
|
•
|
Independently testing and monitoring that Citi is operating within the Compliance Risk Appetite. Identifying instances of non-conformance with Laws, regulations, rules and breaches of internal policies.
|
•
|
Escalating through the appropriate channels, which may include governance forums, the results of monitoring, testing, reporting or other oversight activities that may represent a violation of law, regulation, policy or other significant compliance risk and take reasonable action to see that the matter is appropriately identified, tracked and resolved, including through the issuance of corrective action plans against the first line of defense.
|
•
|
enhancement of Citi’s European bank in Ireland supported by its substantial European branch network to ensure business continuity for its EU clients;
|
•
|
conversion of Citi’s banking subsidiary in Germany into Citi’s EU investment firm to support broker-dealer activities with EU clients;
|
•
|
establishment of a new U.K. consumer bank to focus on servicing consumer business clients in the U.K.; and
|
•
|
amendments to existing U.K. legal entities or branches, where required, to ensure continuity of services to U.K. and non-EU clients.
|
In billions of U.S. dollars
|
ICG
loans
(1)
|
GCB loans
|
Other funded
(2)
|
Unfunded
(3)
|
Net MTM on derivatives/repos
(4)
|
Total hedges (on loans and CVA)
|
Investment securities
(5)
|
Trading account assets
(6)
|
Total
as of
4Q18
|
Total
as of
3Q18
|
Total
as of
4Q17
|
Total as a % of Citi as of 4Q18
|
|||||||||||||||||||||||
United Kingdom
|
$
|
40.4
|
|
$
|
—
|
|
$
|
4.7
|
|
$
|
56.5
|
|
$
|
12.8
|
|
$
|
(3.7
|
)
|
$
|
4.0
|
|
$
|
(3.1
|
)
|
$
|
111.6
|
|
$
|
123.7
|
|
$
|
113.2
|
|
6.9
|
%
|
Mexico
|
9.5
|
|
25.3
|
|
0.3
|
|
7.1
|
|
0.8
|
|
(0.6
|
)
|
12.4
|
|
4.8
|
|
59.6
|
|
61.9
|
|
58.4
|
|
3.7
|
|
|||||||||||
Hong Kong
|
16.5
|
|
12.6
|
|
0.8
|
|
8.4
|
|
2.4
|
|
(0.2
|
)
|
7.1
|
|
0.5
|
|
48.1
|
|
45.9
|
|
42.2
|
|
3.0
|
|
|||||||||||
Singapore
|
12.8
|
|
12.4
|
|
0.3
|
|
4.7
|
|
1.3
|
|
(0.2
|
)
|
7.8
|
|
1.6
|
|
40.7
|
|
41.0
|
|
41.4
|
|
2.5
|
|
|||||||||||
Korea
|
1.9
|
|
18.6
|
|
0.2
|
|
3.0
|
|
1.2
|
|
(0.5
|
)
|
8.6
|
|
0.8
|
|
33.8
|
|
33.7
|
|
35.3
|
|
2.1
|
|
|||||||||||
Ireland
|
13.7
|
|
—
|
|
1.4
|
|
17.8
|
|
0.4
|
|
—
|
|
—
|
|
0.4
|
|
33.7
|
|
31.1
|
|
31.9
|
|
2.1
|
|
|||||||||||
India
|
4.4
|
|
7.0
|
|
0.6
|
|
4.9
|
|
2.4
|
|
(0.8
|
)
|
9.7
|
|
2.0
|
|
30.2
|
|
27.2
|
|
30.3
|
|
1.9
|
|
|||||||||||
Brazil
|
12.7
|
|
—
|
|
—
|
|
2.7
|
|
4.6
|
|
(1.0
|
)
|
3.3
|
|
3.7
|
|
26.0
|
|
25.9
|
|
24.7
|
|
1.6
|
|
|||||||||||
Australia
|
5.5
|
|
9.9
|
|
0.1
|
|
6.3
|
|
1.4
|
|
(0.4
|
)
|
1.5
|
|
(0.8
|
)
|
23.5
|
|
24.1
|
|
25.2
|
|
1.5
|
|
|||||||||||
China
|
5.9
|
|
4.6
|
|
0.4
|
|
1.6
|
|
1.0
|
|
(0.5
|
)
|
4.7
|
|
0.3
|
|
18.0
|
|
18.8
|
|
19.4
|
|
1.1
|
|
|||||||||||
Japan
|
2.7
|
|
—
|
|
0.1
|
|
2.6
|
|
3.4
|
|
(1.3
|
)
|
5.8
|
|
4.3
|
|
17.6
|
|
18.4
|
|
17.7
|
|
1.1
|
|
|||||||||||
Taiwan
|
4.7
|
|
9.0
|
|
0.1
|
|
1.0
|
|
0.3
|
|
(0.1
|
)
|
1.5
|
|
0.9
|
|
17.4
|
|
17.8
|
|
17.3
|
|
1.1
|
|
|||||||||||
Germany
|
0.2
|
|
—
|
|
—
|
|
4.5
|
|
3.5
|
|
(3.6
|
)
|
8.9
|
|
3.9
|
|
17.4
|
|
19.7
|
|
19.1
|
|
1.1
|
|
|||||||||||
Canada
|
2.2
|
|
0.6
|
|
0.3
|
|
6.9
|
|
2.6
|
|
(0.3
|
)
|
3.1
|
|
0.6
|
|
16.0
|
|
16.4
|
|
16.3
|
|
1.0
|
|
|||||||||||
Poland
|
3.7
|
|
1.9
|
|
0.1
|
|
3.6
|
|
0.1
|
|
(0.1
|
)
|
3.7
|
|
0.2
|
|
13.2
|
|
14.4
|
|
14.0
|
|
0.8
|
|
|||||||||||
Jersey
|
6.9
|
|
—
|
|
0.3
|
|
3.2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
10.4
|
|
10.3
|
|
4.8
|
|
0.6
|
|
|||||||||||
Malaysia
|
1.8
|
|
4.7
|
|
0.3
|
|
1.2
|
|
0.1
|
|
(0.1
|
)
|
1.6
|
|
0.4
|
|
10.0
|
|
9.6
|
|
10.0
|
|
0.6
|
|
|||||||||||
United Arab Emirates
|
4.6
|
|
1.5
|
|
0.1
|
|
3.3
|
|
0.2
|
|
(0.1
|
)
|
—
|
|
—
|
|
9.6
|
|
9.8
|
|
7.0
|
|
0.6
|
|
|||||||||||
Thailand
|
0.8
|
|
2.6
|
|
0.1
|
|
1.5
|
|
0.1
|
|
—
|
|
1.7
|
|
0.6
|
|
7.4
|
|
7.2
|
|
7.4
|
|
0.5
|
|
|||||||||||
Indonesia
|
2.5
|
|
1.0
|
|
—
|
|
1.5
|
|
—
|
|
(0.1
|
)
|
1.2
|
|
0.2
|
|
6.3
|
|
5.8
|
|
6.3
|
|
0.4
|
|
|||||||||||
Philippines
|
0.7
|
|
1.3
|
|
0.1
|
|
0.4
|
|
0.9
|
|
(0.1
|
)
|
1.5
|
|
0.5
|
|
5.3
|
|
4.9
|
|
3.8
|
|
0.3
|
|
|||||||||||
Luxembourg
|
0.1
|
|
—
|
|
—
|
|
—
|
|
0.4
|
|
(0.3
|
)
|
4.1
|
|
0.6
|
|
4.9
|
|
5.1
|
|
5.4
|
|
0.3
|
|
|||||||||||
Russia
|
1.6
|
|
0.8
|
|
—
|
|
1.1
|
|
0.8
|
|
(0.1
|
)
|
0.6
|
|
(0.2
|
)
|
4.6
|
|
4.1
|
|
6.6
|
|
0.3
|
|
|||||||||||
South Africa
|
1.7
|
|
—
|
|
—
|
|
1.2
|
|
0.2
|
|
(0.1
|
)
|
1.4
|
|
0.1
|
|
4.5
|
|
5.0
|
|
4.3
|
|
0.3
|
|
|||||||||||
Italy
|
0.2
|
|
—
|
|
—
|
|
2.2
|
|
4.5
|
|
(4.4
|
)
|
0.1
|
|
1.1
|
|
3.7
|
|
3.7
|
|
3.8
|
|
0.2
|
|
|||||||||||
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
35.6
|
%
|
(1)
|
ICG
loans reflect funded corporate loans and private bank loans, net of unearned income. As of December 31, 2018, private bank loans in the table above totaled $24.6 billion, concentrated in Hong Kong ($7.3 billion), Singapore ($6.4 billion) and the U.K. ($5.9 billion).
|
(2)
|
Other funded includes other direct exposure such as accounts receivable, loans HFS, other loans in
Corporate/Other
and investments accounted for under the equity method.
|
(3)
|
Unfunded exposure includes unfunded corporate lending commitments, letters of credit and other contingencies.
|
(4)
|
Net mark-to-market counterparty risk on OTC derivatives and securities lending/borrowing transactions (repos). Exposures are shown net of collateral and inclusive of CVA. Includes margin loans.
|
(5)
|
Investment securities include securities available-for-sale, recorded at fair market value, and securities held-to-maturity, recorded at historical cost.
|
(6)
|
Trading account assets are shown on a net basis and include issuer risk on cash products and derivative exposure where the underlying reference entity/issuer is located in that country.
|
•
|
Amounts are based on the domicile of the ultimate obligor, counterparty, collateral (only including qualifying liquid collateral), issuer or guarantor, as applicable (e.g., a security recorded by a Citi U.S. entity but issued by the U.K. government is considered U.K. exposure; a loan recorded by a Citi Mexico entity to a customer domiciled in Mexico where the underlying collateral is held in Germany is considered German exposure).
|
•
|
Amounts do not consider the benefit of collateral received for secured financing transactions (i.e., repurchase agreements, reverse repurchase agreements and securities loaned and borrowed) and are reported based on notional amounts.
|
•
|
Netting of derivative receivables and payables, reported at fair value, is permitted, but only under a legally binding netting agreement with the same specific counterparty, and does not include the benefit of margin received or hedges.
|
•
|
Credit default swaps (CDS) are included based on the gross notional amount sold and purchased and do not include any offsetting CDS on the same underlying entity.
|
•
|
Loans are reported without the benefit of hedges.
|
|
December 31, 2018
|
|||||||||||||||||||||||||||||
|
Cross-border claims on third parties and local country assets
|
|||||||||||||||||||||||||||||
In billions of U.S. dollars
|
Banks (a)
|
Public (a)
|
NBFIs
(1)
(a)
|
Other (corporate
and households) (a)
|
Trading
assets
(2)
(included in (a))
|
Short-term claims
(2)
(included in (a))
|
Total outstanding
(3)
(sum of (a))
|
Commitments
and
guarantees
(4)
|
Credit derivatives purchased
(5)
|
Credit derivatives
sold
(5)
|
||||||||||||||||||||
United Kingdom
|
$
|
14.6
|
|
$
|
24.3
|
|
$
|
35.7
|
|
$
|
21.6
|
|
$
|
12.3
|
|
$
|
67.8
|
|
$
|
96.2
|
|
$
|
25.1
|
|
$
|
74.3
|
|
$
|
76.4
|
|
Cayman Islands
|
—
|
|
—
|
|
81.6
|
|
9.2
|
|
5.4
|
|
62.5
|
|
90.8
|
|
5.0
|
|
—
|
|
—
|
|
||||||||||
Japan
|
31.4
|
|
28.8
|
|
8.4
|
|
7.8
|
|
13.6
|
|
40.7
|
|
76.4
|
|
4.0
|
|
19.9
|
|
18.3
|
|
||||||||||
Mexico
|
2.4
|
|
24.0
|
|
7.4
|
|
35.8
|
|
6.0
|
|
29.1
|
|
69.6
|
|
20.2
|
|
7.3
|
|
7.6
|
|
||||||||||
Germany
|
6.3
|
|
46.4
|
|
7.5
|
|
7.6
|
|
6.6
|
|
50.4
|
|
67.8
|
|
10.7
|
|
51.3
|
|
50.2
|
|
||||||||||
France
|
12.4
|
|
8.5
|
|
30.7
|
|
5.6
|
|
9.1
|
|
49.5
|
|
57.2
|
|
30.7
|
|
59.9
|
|
58.5
|
|
||||||||||
Korea South
|
1.5
|
|
17.8
|
|
3.0
|
|
22.6
|
|
1.8
|
|
33.2
|
|
44.9
|
|
12.1
|
|
12.2
|
|
12.2
|
|
||||||||||
Singapore
|
1.4
|
|
22.5
|
|
4.4
|
|
13.4
|
|
1.7
|
|
31.5
|
|
41.7
|
|
11.4
|
|
1.9
|
|
1.9
|
|
||||||||||
India
|
3.3
|
|
12.7
|
|
3.3
|
|
15.3
|
|
4.3
|
|
22.5
|
|
34.6
|
|
9.7
|
|
2.5
|
|
2.0
|
|
||||||||||
Hong Kong
|
0.9
|
|
11.2
|
|
3.2
|
|
16.9
|
|
3.9
|
|
27.5
|
|
32.2
|
|
14.6
|
|
2.2
|
|
2.2
|
|
||||||||||
China
|
5.0
|
|
11.3
|
|
3.0
|
|
12.3
|
|
4.5
|
|
20.6
|
|
31.6
|
|
4.2
|
|
15.6
|
|
14.6
|
|
||||||||||
Australia
|
3.1
|
|
7.8
|
|
4.8
|
|
13.4
|
|
7.1
|
|
14.4
|
|
29.1
|
|
12.1
|
|
10.6
|
|
10.5
|
|
||||||||||
Brazil
|
3.8
|
|
10.4
|
|
1.4
|
|
10.9
|
|
5.0
|
|
16.8
|
|
26.5
|
|
2.6
|
|
8.4
|
|
8.1
|
|
||||||||||
Taiwan
|
0.7
|
|
7.4
|
|
3.2
|
|
12.6
|
|
1.6
|
|
18.7
|
|
23.9
|
|
13.0
|
|
0.1
|
|
0.1
|
|
||||||||||
Netherlands
|
6.8
|
|
9.0
|
|
3.2
|
|
4.7
|
|
3.7
|
|
14.7
|
|
23.7
|
|
8.6
|
|
28.4
|
|
28.3
|
|
||||||||||
Canada
|
3.2
|
|
4.0
|
|
9.9
|
|
5.2
|
|
2.8
|
|
15.5
|
|
22.3
|
|
13.8
|
|
5.3
|
|
6.2
|
|
||||||||||
Switzerland
|
1.4
|
|
13.9
|
|
1.1
|
|
3.6
|
|
1.6
|
|
5.1
|
|
20.0
|
|
6.0
|
|
19.7
|
|
19.6
|
|
||||||||||
Italy
|
3.4
|
|
11.0
|
|
0.8
|
|
1.6
|
|
7.9
|
|
10.5
|
|
16.8
|
|
2.5
|
|
51.3
|
|
51.5
|
|
|
December 31, 2017
|
|||||||||||||||||||||||||||||
|
Cross-border claims on third parties and local country assets
|
|||||||||||||||||||||||||||||
In billions of U.S. dollars
|
Banks (a)
|
Public (a)
|
NBFIs
(1)
(a)
|
Other
(corporate
and households) (a)
|
Trading
assets
(2)
(included in (a))
|
Short-term claims
(2)
(included in (a))
|
Total outstanding
(3)
(sum of (a))
|
Commitments
and
guarantees
(4)
|
Credit derivatives purchased
(5)
|
Credit derivatives
sold
(5)
|
||||||||||||||||||||
United Kingdom
|
$
|
15.4
|
|
$
|
23.0
|
|
$
|
33.9
|
|
$
|
19.7
|
|
$
|
13.5
|
|
$
|
62.7
|
|
$
|
92.0
|
|
$
|
31.3
|
|
$
|
74.9
|
|
$
|
77.1
|
|
Cayman Islands
|
—
|
|
—
|
|
62.9
|
|
8.5
|
|
4.3
|
|
45.3
|
|
71.4
|
|
4.4
|
|
—
|
|
—
|
|
||||||||||
Germany
|
7.1
|
|
38.3
|
|
8.9
|
|
11.7
|
|
10.2
|
|
45.5
|
|
66.0
|
|
12.4
|
|
54.6
|
|
54.1
|
|
||||||||||
Japan
|
25.4
|
|
26.4
|
|
5.4
|
|
8.5
|
|
13.3
|
|
49.6
|
|
65.7
|
|
6.3
|
|
22.9
|
|
22.3
|
|
||||||||||
Mexico
|
6.0
|
|
18.5
|
|
7.9
|
|
33.0
|
|
4.7
|
|
42.8
|
|
65.4
|
|
19.6
|
|
6.4
|
|
6.2
|
|
||||||||||
France
|
12.6
|
|
5.1
|
|
20.9
|
|
6.3
|
|
8.7
|
|
37.4
|
|
44.9
|
|
23.9
|
|
59.8
|
|
60.6
|
|
||||||||||
South Korea
|
2.8
|
|
15.8
|
|
1.9
|
|
24.4
|
|
1.4
|
|
38.5
|
|
44.9
|
|
17.3
|
|
14.4
|
|
12.4
|
|
||||||||||
Singapore
|
1.9
|
|
22.4
|
|
4.3
|
|
14.7
|
|
0.4
|
|
33.2
|
|
43.3
|
|
11.5
|
|
1.8
|
|
1.8
|
|
||||||||||
India
|
6.0
|
|
12.7
|
|
4.4
|
|
16.0
|
|
5.6
|
|
25.8
|
|
39.1
|
|
9.3
|
|
2.5
|
|
2.1
|
|
||||||||||
Australia
|
4.7
|
|
8.1
|
|
4.7
|
|
14.2
|
|
7.3
|
|
18.6
|
|
31.7
|
|
13.3
|
|
13.2
|
|
13.3
|
|
||||||||||
China
|
5.2
|
|
9.2
|
|
3.2
|
|
13.8
|
|
3.6
|
|
24.5
|
|
31.4
|
|
4.5
|
|
14.2
|
|
14.5
|
|
||||||||||
Hong Kong
|
0.7
|
|
9.8
|
|
3.0
|
|
15.8
|
|
5.0
|
|
23.6
|
|
29.3
|
|
13.5
|
|
2.5
|
|
2.3
|
|
||||||||||
Brazil
|
3.7
|
|
11.4
|
|
0.9
|
|
10.6
|
|
5.5
|
|
17.3
|
|
26.6
|
|
2.2
|
|
10.6
|
|
9.6
|
|
||||||||||
Netherlands
|
7.2
|
|
9.5
|
|
4.7
|
|
6.1
|
|
4.1
|
|
15.9
|
|
27.5
|
|
10.5
|
|
27.3
|
|
27.8
|
|
||||||||||
Taiwan
|
0.9
|
|
6.1
|
|
2.2
|
|
13.3
|
|
2.7
|
|
16.9
|
|
22.5
|
|
14.0
|
|
0.1
|
|
0.1
|
|
||||||||||
Canada
|
4.2
|
|
4.7
|
|
7.6
|
|
5.0
|
|
2.9
|
|
11.1
|
|
21.5
|
|
14.0
|
|
5.4
|
|
6.2
|
|
||||||||||
Switzerland
|
1.5
|
|
13.6
|
|
1.3
|
|
4.3
|
|
1.7
|
|
17.2
|
|
20.7
|
|
5.8
|
|
19.3
|
|
19.4
|
|
||||||||||
Italy
|
3.2
|
|
11.3
|
|
0.6
|
|
1.3
|
|
7.5
|
|
9.4
|
|
16.4
|
|
2.8
|
|
59.6
|
|
58.4
|
|
(1)
|
Non-bank financial institutions.
|
(2)
|
Included in total outstanding.
|
(3)
|
Total outstanding includes cross-border claims on third parties, as well as local country assets. Cross-border claims on third parties include cross-border loans, securities, deposits with banks and other monetary assets, as well as net revaluation gains on foreign exchange and derivative products.
|
(4)
|
Commitments (not included in total outstanding) include legally binding cross-border letters of credit and other commitments and contingencies as defined by the FFIEC guidelines. The FFIEC definition of commitments includes commitments to local residents to be funded with local currency liabilities originated within the country.
|
(5)
|
Credit Default Swaps (CDS) are not included in total outstanding.
|
In billions of dollars
|
Provisional amounts
included in the
2017 Form 10-K
|
SAB 118 impact to fourth quarter of 2018
tax provision
|
||||
Quasi-territorial tax system
|
$
|
6.2
|
|
$
|
0.2
|
|
Valuation allowance
|
7.9
|
|
(1.2
|
)
|
||
Deemed repatriation
|
2.3
|
|
0.9
|
|
||
Total of provisional items
|
$
|
16.4
|
|
$
|
(0.1
|
)
|
In millions of dollars, except per share amounts and as otherwise noted
|
2018
as reported (1) |
2017
as reported
|
2017 one-time impact of
Tax Reform
|
|
2017
adjusted results
(2)
|
2018 increase (decrease)
vs. 2017 ex-Tax Reform
|
|
||||||||||||
$ Change
|
% Change
|
|
|||||||||||||||||
Net income (loss)
|
$
|
18,045
|
|
$
|
(6,798
|
)
|
$
|
(22,594
|
)
|
|
$
|
15,796
|
|
$
|
2,249
|
|
14
|
%
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
6.69
|
|
(2.94
|
)
|
(8.31
|
)
|
|
5.37
|
|
1.32
|
|
25
|
|
|
|||||
Net income (loss)
|
6.68
|
|
(2.98
|
)
|
(8.31
|
)
|
|
5.33
|
|
1.35
|
|
25
|
|
|
|||||
Effective tax rate
|
22.8
|
%
|
129.1
|
%
|
(9,930
|
)
|
bps
|
29.8
|
%
|
|
(700
|
)
|
bps
|
||||||
Global Consumer Banking
—Net income
|
$
|
5,755
|
|
$
|
3,869
|
|
$
|
(750
|
)
|
|
$
|
4,619
|
|
$
|
1,136
|
|
25
|
%
|
|
North America GCB
—Net income
|
3,340
|
|
1,991
|
|
(750
|
)
|
|
2,741
|
|
599
|
|
22
|
|
|
|||||
Institutional Clients Group
—Net income
|
12,183
|
|
9,009
|
|
(2,000
|
)
|
|
11,009
|
|
1,174
|
|
11
|
|
|
|||||
Corporate/Other
—Net income (loss)
|
107
|
|
(19,676
|
)
|
(19,844
|
)
|
|
168
|
|
(61
|
)
|
(36
|
)
|
|
|||||
|
|
|
|
|
|
|
|
|
|||||||||||
Performance and other metrics:
|
|
|
|
|
|
|
|
|
|||||||||||
Return on average assets
|
0.94
|
%
|
(0.36
|
)%
|
(120
|
)
|
bps
|
0.84
|
%
|
|
10
|
|
bps
|
||||||
Return on average common stockholders’ equity
|
9.4
|
|
(3.9
|
)
|
(1,090
|
)
|
|
7.0
|
|
|
240
|
|
|
||||||
Return on average total stockholders’ equity
|
9.1
|
|
(3.0
|
)
|
(1,000
|
)
|
|
7.0
|
|
|
210
|
|
|
||||||
Return on average tangible common equity
|
11.0
|
|
(4.6
|
)
|
(1,270
|
)
|
|
8.1
|
|
|
290
|
|
|
||||||
Dividend payout ratio
|
23.1
|
|
(32.2
|
)
|
(5,020
|
)
|
|
18.0
|
|
|
510
|
|
|
||||||
Total payout ratio
|
109.1
|
|
(213.9
|
)
|
(33,140
|
)
|
|
117.5
|
|
|
840
|
|
|
(1)
|
2018 includes the one-time benefit of $94 million, due to the finalization of the provisional component of the impact based on Citi’s analysis as well as additional guidance received from the U.S. Treasury Department related to Tax Reform, which impacted the tax line within
Corporate/Other.
|
(2)
|
2017 excludes the one-time impact of Tax Reform.
|
CONSOLIDATED FINANCIAL STATEMENTS
|
|
Consolidated Statement of Income—
For the Years Ended December 31, 2018, 2017 and 2016
|
|
Consolidated Statement of Comprehensive Income—
For the Years Ended December 31, 2018, 2017 and 2016
|
|
Consolidated Balance Sheet—December 31, 2018 and 2017
|
|
Consolidated Statement of Changes in Stockholders’ Equity—For the Years Ended December 31, 2018, 2017 and 2016
|
|
Consolidated Statement of Cash Flows—
For the Years Ended December 31, 2018, 2017 and 2016
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
Note 1—Summary of Significant Accounting Policies
|
|
Note 2—Discontinued Operations and Significant Disposals
|
|
Note 3—Business Segments
|
|
Note 4—Interest Revenue and Expense
|
|
Note 5—Commissions and Fees; Administration and Other
Fiduciary Fees
|
|
Note 6—Principal Transactions
|
|
Note 7—Incentive Plans
|
|
Note 8—Retirement Benefits
|
|
Note 9—Income Taxes
|
|
Note 10—Earnings per Share
|
|
Note 11—Federal Funds, Securities Borrowed, Loaned and
Subject to Repurchase Agreements |
|
Note 12—Brokerage Receivables and Brokerage Payables
|
|
Note 13—Investments
|
|
Note 14—Loans
|
|
Note 15—Allowance for Credit Losses
|
CONSOLIDATED STATEMENT OF INCOME
Citigroup Inc. and Subsidiaries
|
|||||||||
|
Years ended December 31,
|
||||||||
In millions of dollars, except per share amounts
|
2018
|
2017
|
2016
|
||||||
Revenues
(1)
|
|
|
|
|
|
|
|||
Interest revenue
|
$
|
70,828
|
|
$
|
61,579
|
|
$
|
57,988
|
|
Interest expense
|
24,266
|
|
16,518
|
|
12,512
|
|
|||
Net interest revenue
|
$
|
46,562
|
|
$
|
45,061
|
|
$
|
45,476
|
|
Commissions and fees
|
$
|
11,857
|
|
$
|
12,707
|
|
$
|
11,678
|
|
Principal transactions
|
9,062
|
|
9,475
|
|
7,857
|
|
|||
Administration and other fiduciary fees
|
3,580
|
|
3,584
|
|
3,294
|
|
|||
Realized gains on sales of investments, net
|
421
|
|
778
|
|
949
|
|
|||
Impairment losses on investments
|
|
|
|
|
|
||||
Gross impairment losses
|
(132
|
)
|
(63
|
)
|
(620
|
)
|
|||
Net impairment losses recognized in earnings
|
$
|
(132
|
)
|
$
|
(63
|
)
|
$
|
(620
|
)
|
Other revenue
|
$
|
1,504
|
|
$
|
902
|
|
$
|
2,163
|
|
Total non-interest revenues
|
$
|
26,292
|
|
$
|
27,383
|
|
$
|
25,321
|
|
Total revenues, net of interest expense
|
$
|
72,854
|
|
$
|
72,444
|
|
$
|
70,797
|
|
Provisions for credit losses and for benefits and claims
|
|
|
|
|
|
|
|||
Provision for loan losses
|
$
|
7,354
|
|
$
|
7,503
|
|
$
|
6,749
|
|
Policyholder benefits and claims
|
101
|
|
109
|
|
204
|
|
|||
Provision (release) for unfunded lending commitments
|
113
|
|
(161
|
)
|
29
|
|
|||
Total provisions for credit losses and for benefits and claims
|
$
|
7,568
|
|
$
|
7,451
|
|
$
|
6,982
|
|
Operating expenses
(1)
|
|
|
|
|
|
|
|||
Compensation and benefits
|
$
|
21,154
|
|
$
|
21,181
|
|
$
|
20,970
|
|
Premises and equipment
|
2,324
|
|
2,453
|
|
2,542
|
|
|||
Technology/communication
|
7,193
|
|
6,909
|
|
6,701
|
|
|||
Advertising and marketing
|
1,545
|
|
1,608
|
|
1,632
|
|
|||
Other operating
|
9,625
|
|
10,081
|
|
10,493
|
|
|||
Total operating expenses
|
$
|
41,841
|
|
$
|
42,232
|
|
$
|
42,338
|
|
Income from continuing operations before income taxes
|
$
|
23,445
|
|
$
|
22,761
|
|
$
|
21,477
|
|
Provision for income taxes
|
5,357
|
|
29,388
|
|
6,444
|
|
|||
Income (loss) from continuing operations
|
$
|
18,088
|
|
$
|
(6,627
|
)
|
$
|
15,033
|
|
Discontinued operations
|
|
|
|
|
|
|
|||
Loss from discontinued operations
|
$
|
(26
|
)
|
$
|
(104
|
)
|
$
|
(80
|
)
|
Provision (benefit) for income taxes
|
(18
|
)
|
7
|
|
(22
|
)
|
|||
Loss from discontinued operations, net of taxes
|
$
|
(8
|
)
|
$
|
(111
|
)
|
$
|
(58
|
)
|
Net income (loss) before attribution of noncontrolling interests
|
$
|
18,080
|
|
$
|
(6,738
|
)
|
$
|
14,975
|
|
Noncontrolling interests
|
35
|
|
60
|
|
63
|
|
|||
Citigroup’s net income (loss)
|
$
|
18,045
|
|
$
|
(6,798
|
)
|
$
|
14,912
|
|
Basic earnings per share
(2)
|
|
|
|
|
|
|
|||
Income (loss)
from continuing operations
|
$
|
6.69
|
|
$
|
(2.94
|
)
|
$
|
4.74
|
|
Loss from discontinued operations, net of taxes
|
—
|
|
(0.04
|
)
|
(0.02
|
)
|
|||
Net income (loss)
|
$
|
6.69
|
|
$
|
(2.98
|
)
|
$
|
4.72
|
|
Weighted average common shares outstanding
(in millions)
|
2,493.3
|
|
2,698.5
|
|
2,888.1
|
|
|
|||||||||
CONSOLIDATED STATEMENT OF INCOME (Continued)
|
|
Citigroup Inc. and Subsidiaries
|
|
||||||
|
Years ended December 31,
|
||||||||
In millions of dollars, except per share amounts
|
2018
|
2017
|
2016
|
||||||
Diluted earnings per share
(2)
|
|
|
|
|
|
|
|||
Income (loss)
from continuing operations
|
$
|
6.69
|
|
$
|
(2.94
|
)
|
$
|
4.74
|
|
Income (loss) from discontinued operations, net of taxes
|
—
|
|
(0.04
|
)
|
(0.02
|
)
|
|||
Net income (loss)
|
$
|
6.68
|
|
$
|
(2.98
|
)
|
$
|
4.72
|
|
Adjusted weighted average common shares outstanding
(in millions)
|
2,494.8
|
|
2,698.5
|
|
2,888.3
|
|
(1)
|
Certain prior-period revenue and expense lines and totals were reclassified to conform to the current period’s presentation. See Notes 1 and
3
to the Consolidated Financial Statements.
|
(2)
|
Due to rounding, earnings per share on continuing operations and discontinued operations may not sum to earnings per share on net income.
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
|
|
Citigroup Inc. and Subsidiaries
|
|
Years ended December 31,
|
||||||||
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Citigroup’s net income (loss)
|
$
|
18,045
|
|
$
|
(6,798
|
)
|
$
|
14,912
|
|
Add: Citigroup’s other comprehensive income (loss)
|
|
|
|
||||||
Net change in unrealized gains and losses on investment securities, net of taxes
(1)(4)
|
$
|
(1,089
|
)
|
$
|
(863
|
)
|
$
|
108
|
|
Net change in debt valuation adjustment (DVA), net of taxes
(1)
|
1,113
|
|
(569
|
)
|
(337
|
)
|
|||
Net change in cash flow hedges, net of taxes
|
(30
|
)
|
(138
|
)
|
57
|
|
|||
Benefit plans liability adjustment, net of taxes
(2)
|
(74
|
)
|
(1,019
|
)
|
(48
|
)
|
|||
Net change in foreign currency translation adjustment, net of taxes and hedges
|
(2,362
|
)
|
(202
|
)
|
(2,802
|
)
|
|||
Net change in excluded component of fair value hedges, net of taxes
|
(57
|
)
|
—
|
|
—
|
|
|||
Citigroup’s total other comprehensive income (loss)
(3)
|
$
|
(2,499
|
)
|
$
|
(2,791
|
)
|
$
|
(3,022
|
)
|
Citigroup’s total comprehensive income (loss)
|
$
|
15,546
|
|
$
|
(9,589
|
)
|
$
|
11,890
|
|
Add: Other comprehensive income (loss) attributable to noncontrolling interests
|
$
|
(43
|
)
|
$
|
114
|
|
$
|
(56
|
)
|
Add: Net income attributable to noncontrolling interests
|
35
|
|
60
|
|
63
|
|
|||
Total comprehensive income (loss)
|
$
|
15,538
|
|
$
|
(9,415
|
)
|
$
|
11,897
|
|
(3)
|
Includes the impact of ASU 2018-02, adopted in 2017. See Note 1 to the Consolidated Financial Statements.
|
(4)
|
For the year ended December 31, 2018, amount represents the net change in unrealized gains and losses on available-for-sale (AFS) debt securities. Effective January 1, 2018, the AFS category is eliminated for equity securities under ASU 2016-01.
|
CONSOLIDATED BALANCE SHEET
|
|
Citigroup Inc. and Subsidiaries
|
|
December 31,
|
|||||
In millions of dollars
|
2018
|
2017
|
||||
Assets
|
|
|
|
|
||
Cash and due from banks (including segregated cash and other deposits)
|
$
|
23,645
|
|
$
|
23,775
|
|
Deposits with banks
|
164,460
|
|
156,741
|
|
||
Federal funds sold and securities borrowed and purchased under agreements to resell (including $147,701 and $132,949 as of December 31, 2018 and 2017, respectively, at fair value)
|
270,684
|
|
232,478
|
|
||
Brokerage receivables
|
35,450
|
|
38,384
|
|
||
Trading account assets (including $112,932 and $99,460 pledged to creditors at December 31, 2018 and 2017, respectively)
|
256,117
|
|
252,790
|
|
||
Investments:
|
|
|
||||
Available-for-sale debt securities (including $9,289 and $9,493 pledged to creditors as of December 31, 2018 and 2017, respectively)
|
288,038
|
|
290,725
|
|
||
Held-to-maturity debt securities (including $971 and $435 pledged to creditors as of December 31, 2018 and 2017, respectively)
|
63,357
|
|
53,320
|
|
||
Equity securities (including $1,109 and $1,395 at fair value as of December 31, 2018 and 2017, respectively, of which $189 was available for sale as of December 31, 2017)
|
7,212
|
|
8,245
|
|
||
Total investments
|
$
|
358,607
|
|
$
|
352,290
|
|
Loans:
|
|
|
|
|
||
Consumer (including $20 and $25 as of December 31, 2018 and 2017, respectively, at fair value)
|
330,487
|
|
333,656
|
|
||
Corporate (including $3,203 and $4,349 as of December 31, 2018 and 2017, respectively, at fair value)
|
353,709
|
|
333,378
|
|
||
Loans, net of unearned income
|
$
|
684,196
|
|
$
|
667,034
|
|
Allowance for loan losses
|
(12,315
|
)
|
(12,355
|
)
|
||
Total loans, net
|
$
|
671,881
|
|
$
|
654,679
|
|
Goodwill
|
22,046
|
|
22,256
|
|
||
Intangible assets (including MSRs of $584 and $558 as of December 31, 2018 and 2017,
respectively, at fair value)
|
5,220
|
|
5,146
|
|
||
Other assets (including $20,788 and $18,559 as of December 31, 2018 and 2017, respectively,
at fair value)
|
109,273
|
|
103,926
|
|
||
Total assets
|
$
|
1,917,383
|
|
$
|
1,842,465
|
|
|
December 31,
|
|||||
In millions of dollars
|
2018
|
2017
|
||||
Assets of consolidated VIEs to be used to settle obligations of consolidated VIEs
|
|
|
|
|
||
Cash and due from banks
|
$
|
270
|
|
$
|
52
|
|
Trading account assets
|
917
|
|
1,129
|
|
||
Investments
|
1,796
|
|
2,498
|
|
||
Loans, net of unearned income
|
|
|
|
|
||
Consumer
|
49,403
|
|
54,656
|
|
||
Corporate
|
19,259
|
|
19,835
|
|
||
Loans, net of unearned income
|
$
|
68,662
|
|
$
|
74,491
|
|
Allowance for loan losses
|
(1,852
|
)
|
(1,930
|
)
|
||
Total loans, net
|
$
|
66,810
|
|
$
|
72,561
|
|
Other assets
|
151
|
|
154
|
|
||
Total assets of consolidated VIEs to be used to settle obligations of consolidated VIEs
|
$
|
69,944
|
|
$
|
76,394
|
|
|
December 31,
|
|||||
In millions of dollars, except shares and per share amounts
|
2018
|
2017
|
||||
Liabilities
|
|
|
|
|
||
Non-interest-bearing deposits in U.S. offices
|
$
|
105,836
|
|
$
|
126,880
|
|
Interest-bearing deposits in U.S. offices (including $717 and $303 as of December 31, 2018 and 2017, respectively, at fair value)
|
361,573
|
|
318,613
|
|
||
Non-interest-bearing deposits in offices outside the U.S.
|
80,648
|
|
87,440
|
|
||
Interest-bearing deposits in offices outside the U.S. (including $758 and $1,162 as of December 31, 2018 and 2017, respectively, at fair value)
|
465,113
|
|
426,889
|
|
||
Total deposits
|
$
|
1,013,170
|
|
$
|
959,822
|
|
Federal funds purchased and securities loaned and sold under agreements to repurchase (including $44,510 and $40,638 as of December 31, 2018 and 2017, respectively, at fair value)
|
177,768
|
|
156,277
|
|
||
Brokerage payables
|
64,571
|
|
61,342
|
|
||
Trading account liabilities
|
144,305
|
|
125,170
|
|
||
Short-term borrowings (including $4,483 and $4,627 as of December 31, 2018 and 2017, respectively,
at fair value)
|
32,346
|
|
44,452
|
|
||
Long-term debt (including $38,229 and $31,392 as of December 31, 2018 and 2017, respectively,
at fair value)
|
231,999
|
|
236,709
|
|
||
Other liabilities (including $15,906 and $13,961 as of December 31, 2018 and 2017, respectively,
at fair value)
|
56,150
|
|
57,021
|
|
||
Total liabilities
|
$
|
1,720,309
|
|
$
|
1,640,793
|
|
Stockholders’ equity
|
|
|
|
|
||
Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares:
738,400 as of December 31, 2018
and 770,120 as of December 31, 2017, at aggregate liquidation value
|
$
|
18,460
|
|
$
|
19,253
|
|
Common stock ($0.01 par value; authorized shares: 6 billion), issued shares:
3,099,567,177 as of December 31, 2018
and 3,099,523,273 as of December 31, 2017
|
31
|
|
31
|
|
||
Additional paid-in capital
|
107,922
|
|
108,008
|
|
||
Retained earnings
|
151,347
|
|
138,425
|
|
||
Treasury stock, at cost:
731,099,833 shares as of December 31, 2018
and
529,614,728 shares as of
December 31, 2017
|
(44,370
|
)
|
(30,309
|
)
|
||
Accumulated other comprehensive income (loss) (AOCI)
|
(37,170
|
)
|
(34,668
|
)
|
||
Total Citigroup stockholders’ equity
|
$
|
196,220
|
|
$
|
200,740
|
|
Noncontrolling interest
|
854
|
|
932
|
|
||
Total equity
|
$
|
197,074
|
|
$
|
201,672
|
|
Total liabilities and equity
|
$
|
1,917,383
|
|
$
|
1,842,465
|
|
|
December 31,
|
|||||
In millions of dollars
|
2018
|
2017
|
||||
Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup
|
|
|
|
|
||
Short-term borrowings
|
$
|
13,134
|
|
$
|
10,142
|
|
Long-term debt
|
28,514
|
|
30,492
|
|
||
Other liabilities
|
697
|
|
611
|
|
||
Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup
|
$
|
42,345
|
|
$
|
41,245
|
|
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
|
|
Citigroup Inc. and Subsidiaries
|
|
Years ended December 31,
|
||||||||||||||
|
Amounts
|
Shares
|
|||||||||||||
In millions of dollars, except shares in thousands
|
2018
|
2017
|
2016
|
2018
|
2017
|
2016
|
|||||||||
Preferred stock at aggregate liquidation value
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of year
|
$
|
19,253
|
|
$
|
19,253
|
|
$
|
16,718
|
|
770
|
|
770
|
|
669
|
|
Issuance of preferred stock
|
—
|
|
—
|
|
2,535
|
|
—
|
|
—
|
|
101
|
|
|||
Redemption of preferred stock
|
(793
|
)
|
—
|
|
—
|
|
(32
|
)
|
—
|
|
—
|
|
|||
Balance, end of period
|
$
|
18,460
|
|
$
|
19,253
|
|
$
|
19,253
|
|
738
|
|
770
|
|
770
|
|
Common stock and additional paid-in capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of year
|
$
|
108,039
|
|
$
|
108,073
|
|
$
|
108,319
|
|
3,099,523
|
|
3,099,482
|
|
3,099,482
|
|
Employee benefit plans
|
(94
|
)
|
(27
|
)
|
(251
|
)
|
44
|
|
41
|
|
—
|
|
|||
Preferred stock issuance expense
|
—
|
|
—
|
|
(37
|
)
|
—
|
|
—
|
|
—
|
|
|||
Other
|
8
|
|
(7
|
)
|
42
|
|
—
|
|
—
|
|
—
|
|
|||
Balance, end of period
|
$
|
107,953
|
|
$
|
108,039
|
|
$
|
108,073
|
|
3,099,567
|
|
3,099,523
|
|
3,099,482
|
|
Retained earnings
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of year
|
$
|
138,425
|
|
$
|
146,477
|
|
$
|
133,841
|
|
|
|
|
|||
Adjustment to opening balance, net of taxes
(1)
|
(84
|
)
|
(660
|
)
|
15
|
|
|
|
|
||||||
Adjusted balance, beginning of period
|
$
|
138,341
|
|
$
|
145,817
|
|
$
|
133,856
|
|
|
|
|
|
|
|
Citigroup’s net income (loss)
|
18,045
|
|
(6,798
|
)
|
14,912
|
|
|
|
|
|
|
|
|||
Common dividends
(2)
|
(3,865
|
)
|
(2,595
|
)
|
(1,214
|
)
|
|
|
|
|
|
|
|||
Preferred dividends
|
(1,174
|
)
|
(1,213
|
)
|
(1,077
|
)
|
|
|
|
|
|
|
|||
Impact of Tax Reform related to AOCI reclassification
(3)
|
—
|
|
3,304
|
|
—
|
|
|
|
|
|
|
|
|||
Other
(4)
|
—
|
|
(90
|
)
|
—
|
|
|
|
|
||||||
Balance, end of period
|
$
|
151,347
|
|
$
|
138,425
|
|
$
|
146,477
|
|
|
|
|
|
|
|
Treasury stock, at cost
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of year
|
$
|
(30,309
|
)
|
$
|
(16,302
|
)
|
$
|
(7,677
|
)
|
(529,615
|
)
|
(327,090
|
)
|
(146,203
|
)
|
Employee benefit plans
(5)
|
484
|
|
531
|
|
826
|
|
10,557
|
|
11,651
|
|
14,256
|
|
|||
Treasury stock acquired
(6)
|
(14,545
|
)
|
(14,538
|
)
|
(9,451
|
)
|
(212,042
|
)
|
(214,176
|
)
|
(195,143
|
)
|
|||
Balance, end of period
|
$
|
(44,370
|
)
|
$
|
(30,309
|
)
|
$
|
(16,302
|
)
|
(731,100
|
)
|
(529,615
|
)
|
(327,090
|
)
|
Citigroup’s accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of year
|
$
|
(34,668
|
)
|
$
|
(32,381
|
)
|
$
|
(29,344
|
)
|
|
|
|
|
|
|
Adjustment to opening balance, net of taxes
(1)
|
(3
|
)
|
504
|
|
(15
|
)
|
|
|
|
||||||
Adjusted balance, beginning of period
|
$
|
(34,671
|
)
|
$
|
(31,877
|
)
|
$
|
(29,359
|
)
|
|
|
|
|||
Citigroup’s total other comprehensive income (loss)
(3)
|
(2,499
|
)
|
(2,791
|
)
|
(3,022
|
)
|
|
|
|
|
|
|
|||
Balance, end of period
|
$
|
(37,170
|
)
|
$
|
(34,668
|
)
|
$
|
(32,381
|
)
|
|
|
|
|
|
|
Total Citigroup common stockholders’ equity
|
$
|
177,760
|
|
$
|
181,487
|
|
$
|
205,867
|
|
2,368,467
|
|
2,569,908
|
|
2,772,392
|
|
Total Citigroup stockholders’ equity
|
$
|
196,220
|
|
$
|
200,740
|
|
$
|
225,120
|
|
|
|
|
|
||
Noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of year
|
$
|
932
|
|
$
|
1,023
|
|
$
|
1,235
|
|
|
|
|
|
|
|
Transactions between noncontrolling-interest shareholders and the related consolidated subsidiary
|
—
|
|
(28
|
)
|
(11
|
)
|
|
|
|
||||||
Transactions between Citigroup and the noncontrolling-interest shareholders
|
(50
|
)
|
(121
|
)
|
(130
|
)
|
|
|
|
|
|
|
|||
Net income attributable to noncontrolling-interest shareholders
|
35
|
|
60
|
|
63
|
|
|
|
|
|
|
|
|||
Dividends paid to noncontrolling-interest shareholders
|
(38
|
)
|
(44
|
)
|
(42
|
)
|
|
|
|
|
|
|
|||
Other comprehensive income (loss)
attributable to
noncontrolling-interest shareholders
|
(43
|
)
|
114
|
|
(56
|
)
|
|
|
|
|
|
|
|||
Other
|
18
|
|
(72
|
)
|
(36
|
)
|
|
|
|
|
|
|
|||
Net change in noncontrolling interests
|
$
|
(78
|
)
|
$
|
(91
|
)
|
$
|
(212
|
)
|
|
|
|
|
|
|
Balance, end of period
|
$
|
854
|
|
$
|
932
|
|
$
|
1,023
|
|
|
|
|
|
|
|
Total equity
|
$
|
197,074
|
|
$
|
201,672
|
|
$
|
226,143
|
|
|
|
|
(1)
|
See Note 1 to the Consolidated Financial Statements for additional details.
|
(2)
|
Common dividends declared were
$0.32
per share in the first and second quarters and
$0.45
per share in the third and
fourth
quarters of
2018
;
$0.16
per share in the first and second quarters and
$0.32
per share in the third and
fourth
quarters of
2017
; and
$0.05
in the first and second quarters and
$0.16
per share in the third and fourth quarters of 2016.
|
(3)
|
Includes the impact of ASU 2018-02, which transferred those amounts from AOCI to
Retained earnings
. See Notes 1 and 19 to the Consolidated Financial Statements.
|
(4)
|
Includes the impact of ASU No. 2016-09,
Compensation
—
Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
. See Note 1 to the Consolidated Financial Statements.
|
(5)
|
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.
|
(6)
|
For 2018, 2017, and 2016, 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
|
|
Years ended December 31,
|
||||||||
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Cash flows from operating activities of continuing operations
|
|
|
|
|
|
|
|||
Net income (loss) before attribution of noncontrolling interests
|
$
|
18,080
|
|
$
|
(6,738
|
)
|
$
|
14,975
|
|
Net income attributable to noncontrolling interests
|
35
|
|
60
|
|
63
|
|
|||
Citigroup’s net income (loss)
|
$
|
18,045
|
|
$
|
(6,798
|
)
|
$
|
14,912
|
|
Loss from discontinued operations, net of taxes
|
(8
|
)
|
(111
|
)
|
(58
|
)
|
|||
Income (loss) from continuing operations—excluding noncontrolling interests
|
$
|
18,053
|
|
$
|
(6,687
|
)
|
$
|
14,970
|
|
Adjustments to reconcile net income to net cash provided by operating activities of continuing operations
|
|
|
|
|
|
|
|||
Net gains on significant disposals
(1)
|
(247
|
)
|
(602
|
)
|
(404
|
)
|
|||
Depreciation and amortization
|
3,754
|
|
3,659
|
|
3,720
|
|
|||
Deferred tax provision
(2)
|
(51
|
)
|
24,877
|
|
1,459
|
|
|||
Provision for loan losses
|
7,354
|
|
7,503
|
|
6,749
|
|
|||
Realized gains from sales of investments
|
(421
|
)
|
(778
|
)
|
(948
|
)
|
|||
Net impairment losses on investments, goodwill and intangible assets
|
132
|
|
91
|
|
621
|
|
|||
Change in trading account assets
|
(3,469
|
)
|
(7,038
|
)
|
(3,092
|
)
|
|||
Change in trading account liabilities
|
19,135
|
|
(15,375
|
)
|
21,409
|
|
|||
Change in brokerage receivables, net of brokerage payables
|
6,163
|
|
(5,307
|
)
|
2,226
|
|
|||
Change in loans HFS
|
770
|
|
247
|
|
6,603
|
|
|||
Change in other assets
|
(5,791
|
)
|
(3,364
|
)
|
(6,676
|
)
|
|||
Change in other liabilities
|
(871
|
)
|
(3,044
|
)
|
96
|
|
|||
Other, net
|
(7,559
|
)
|
(2,956
|
)
|
7,000
|
|
|||
Total adjustments
|
$
|
18,899
|
|
$
|
(2,087
|
)
|
$
|
38,763
|
|
Net cash provided by (used in) operating activities of continuing operations
|
$
|
36,952
|
|
$
|
(8,774
|
)
|
$
|
53,733
|
|
Cash flows from investing activities of continuing operations
|
|
|
|
|
|
|
|||
Change in federal funds sold and securities borrowed or purchased under agreements to resell
|
$
|
(38,206
|
)
|
$
|
4,335
|
|
$
|
(17,138
|
)
|
Change in loans
|
(29,002
|
)
|
(58,062
|
)
|
(39,761
|
)
|
|||
Proceeds from sales and securitizations of loans
|
4,549
|
|
8,365
|
|
18,140
|
|
|||
Purchases of investments
|
(186,987
|
)
|
(185,740
|
)
|
(211,402
|
)
|
|||
Proceeds from sales of investments
(3)
|
61,491
|
|
107,368
|
|
132,183
|
|
|||
Proceeds from maturities of investments
|
118,104
|
|
84,369
|
|
65,525
|
|
|||
Proceeds from significant disposals
(1)
|
314
|
|
3,411
|
|
265
|
|
|||
Capital expenditures on premises and equipment and capitalized software
|
(3,774
|
)
|
(3,361
|
)
|
(2,756
|
)
|
|||
Proceeds from sales of premises and equipment, subsidiaries and affiliates
and repossessed assets
|
212
|
|
377
|
|
667
|
|
|||
Other, net
|
181
|
|
187
|
|
142
|
|
|||
Net cash used in investing activities of continuing operations
|
$
|
(73,118
|
)
|
$
|
(38,751
|
)
|
$
|
(54,135
|
)
|
Cash flows from financing activities of continuing operations
|
|
|
|
|
|
|
|||
Dividends paid
|
$
|
(5,020
|
)
|
$
|
(3,797
|
)
|
$
|
(2,287
|
)
|
Issuance (redemption) of preferred stock
|
(793
|
)
|
—
|
|
2,498
|
|
|||
Treasury stock acquired
|
(14,433
|
)
|
(14,541
|
)
|
(9,290
|
)
|
|||
Stock tendered for payment of withholding taxes
|
(482
|
)
|
(405
|
)
|
(316
|
)
|
|||
Change in federal funds purchased and securities loaned or sold under agreements to repurchase
|
21,491
|
|
14,456
|
|
(4,675
|
)
|
|||
Issuance of long-term debt
|
60,655
|
|
67,960
|
|
63,806
|
|
|||
Payments and redemptions of long-term debt
|
(58,132
|
)
|
(40,986
|
)
|
(55,460
|
)
|
|||
Change in deposits
|
53,348
|
|
30,416
|
|
24,394
|
|
|||
Change in short-term borrowings
|
(12,106
|
)
|
13,751
|
|
9,622
|
|
CONSOLIDATED STATEMENT OF CASH FLOWS
(Continued)
|
Citigroup Inc. and Subsidiaries
|
|
|||||||
|
Years ended December 31,
|
||||||||
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Net cash provided by financing activities of continuing operations
|
$
|
44,528
|
|
$
|
66,854
|
|
$
|
28,292
|
|
Effect of exchange rate changes on cash and cash equivalents
|
$
|
(773
|
)
|
$
|
693
|
|
$
|
(493
|
)
|
Change in cash, due from banks and deposits with banks
(4)
|
$
|
7,589
|
|
$
|
20,022
|
|
$
|
27,397
|
|
Cash, due from banks and deposits with banks at beginning of period
(4)
|
180,516
|
|
160,494
|
|
133,097
|
|
|||
Cash, due from banks and deposits with banks at end of period
(4)
|
$
|
188,105
|
|
$
|
180,516
|
|
$
|
160,494
|
|
Cash and due from banks
|
$
|
23,645
|
|
$
|
23,775
|
|
$
|
23,043
|
|
Deposits with banks
|
$
|
164,460
|
|
$
|
156,741
|
|
$
|
137,451
|
|
Cash, due from banks and deposits with banks at end of period
|
$
|
188,105
|
|
$
|
180,516
|
|
$
|
160,494
|
|
Supplemental disclosure of cash flow information for continuing operations
|
|
|
|
|
|
|
|||
Cash paid during the year for income taxes
|
$
|
4,313
|
|
$
|
2,083
|
|
$
|
4,359
|
|
Cash paid during the year for interest
|
22,963
|
|
15,675
|
|
12,067
|
|
|||
Non-cash investing activities
|
|
|
|
|
|
|
|||
Transfers to loans HFS from loans
|
$
|
4,200
|
|
$
|
5,900
|
|
$
|
13,900
|
|
Transfers to OREO and other repossessed assets
|
151
|
|
113
|
|
165
|
|
(1)
|
See Note 2 to the Consolidated Financial Statements for further information on significant disposals.
|
(2)
|
Includes the full impact of the
$22.6 billion
non-cash charge related to the Tax Cuts and Jobs Act (Tax Reform) in 2017. See Notes 1 and 9 to the Consolidated Financial Statements for further information.
|
(3)
|
Proceeds for 2016 include approximately
$3.3 billion
from the sale of Citi’s investment in China Guangfa Bank.
|
(4)
|
Includes the impact of ASU 2016-18,
Restricted Cash
. See Notes 1 and 26 to the Consolidated Financial Statements.
|
•
|
Fixed income securities classified as “held-to-maturity” are securities that the Company has both the ability and the intent to hold until maturity and are carried at amortized cost. Interest income on such securities is included in
Interest revenue
.
|
•
|
Fixed income securities classified as “available-for-sale” are carried at fair value with changes in fair value
|
•
|
Marketable equity securities classified as “available-for-sale” were carried at fair value with changes in fair value reported in
Accumulated other comprehensive income (loss)
, a component of stockholders’ equity, net of applicable income taxes and hedges. Dividend income on such securities was included in
Interest revenue
.
|
•
|
Certain investments in non-marketable equity securities and certain investments that would otherwise have been accounted for using the equity method were carried at fair value, since the Company elected to apply fair value accounting. Changes in fair value of such investments were recorded in earnings.
|
•
|
Certain non-marketable equity securities were carried at cost.
|
•
|
Marketable equity securities are measured at fair value with changes in fair value recognized in earnings. The available-for-sale category was eliminated for equity securities.
|
•
|
Non-marketable equity securities are measured at fair value with changes in fair value recognized in earnings unless (i) the measurement alternative is elected or (ii) the investment represents Federal Reserve Bank and Federal Home Loan Bank stock or certain exchange seats that continue to be carried at cost. Non-marketable equity securities under the measurement alternative are carried at cost plus or minus changes resulting from observed prices for orderly transactions for the identical or a similar investment of the same issuer.
|
•
|
Certain investments that would otherwise have been accounted for using the equity method are carried at fair value with changes in fair value recognized in earnings, since the Company elected to apply fair value accounting.
|
•
|
Unsecured installment loans are charged off at
120 days
contractually past due.
|
•
|
Unsecured revolving loans and credit card loans are charged off at
180 days
contractually past due.
|
•
|
Loans secured with non-real estate collateral are written down to the estimated value of the collateral, less costs to sell, at
120 days
contractually past due.
|
•
|
Real estate-secured loans are written down to the estimated value of the property, less costs to sell, at
180 days
contractually past due.
|
•
|
Real estate-secured loans are
charged off no later than
180 days
contractually past due if a decision has been made not to foreclose on the loans.
|
•
|
Unsecured loans in bankruptcy are charged off within
60 days
of notification of filing by the bankruptcy court or in accordance with Citi’s charge-off policy, whichever occurs earlier.
|
•
|
Real estate-secured loans in bankruptcy, other than FHA-insured loans, are written down to the estimated value of the property, less costs to sell, within
60 days
of notification that the borrower has filed for bankruptcy or in accordance with Citi’s charge-off policy, whichever is earlier.
|
•
|
Commercial banking loans are written down to the extent that principal is judged to be uncollectable.
|
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Total revenues, net of interest expense
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Loss from discontinued operations
|
$
|
(26
|
)
|
$
|
(104
|
)
|
$
|
(80
|
)
|
Provision (benefit) for income taxes
|
(18
|
)
|
7
|
|
(22
|
)
|
|||
Loss from discontinued operations, net of taxes
|
$
|
(8
|
)
|
$
|
(111
|
)
|
$
|
(58
|
)
|
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Income before taxes
|
$
|
123
|
|
$
|
164
|
|
$
|
155
|
|
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Income before taxes
|
$
|
—
|
|
$
|
41
|
|
$
|
139
|
|
•
|
the adoption of ASU No. 2014-09,
Revenue Recognition
, which occurred on January 1, 2018 on a retrospective basis. See “Accounting Changes” in Note 1 to the Consolidated Financial Statements;
|
•
|
the re-attribution of certain costs between
Corporate/Other
and
GCB
and
ICG
; and
|
•
|
certain other immaterial reclassifications.
|
|
Revenues,
net of interest expense (1) |
Provision (benefits)
for income taxes (2) |
Income (loss) from
continuing operations (2)(3) |
Identifiable assets
|
|||||||||||||||||||||||||||||
In millions of dollars, except identifiable assets in billions
|
2018
|
2017
|
2016
|
2018
|
2017
|
2016
|
2018
|
2017
|
2016
|
2018
|
2017
|
||||||||||||||||||||||
Global Consumer Banking
|
$
|
33,777
|
|
$
|
32,838
|
|
$
|
31,624
|
|
$
|
1,839
|
|
$
|
3,316
|
|
$
|
2,639
|
|
$
|
5,762
|
|
$
|
3,878
|
|
$
|
4,931
|
|
$
|
432
|
|
$
|
428
|
|
Institutional Clients Group
|
36,994
|
|
36,474
|
|
33,940
|
|
3,631
|
|
7,008
|
|
4,260
|
|
12,200
|
|
9,066
|
|
9,525
|
|
1,394
|
|
1,336
|
|
|||||||||||
Corporate/Other
|
2,083
|
|
3,132
|
|
5,233
|
|
(113
|
)
|
19,064
|
|
(455
|
)
|
126
|
|
(19,571
|
)
|
577
|
|
91
|
|
78
|
|
|||||||||||
Total
|
$
|
72,854
|
|
$
|
72,444
|
|
$
|
70,797
|
|
$
|
5,357
|
|
$
|
29,388
|
|
$
|
6,444
|
|
$
|
18,088
|
|
$
|
(6,627
|
)
|
$
|
15,033
|
|
$
|
1,917
|
|
$
|
1,842
|
|
(1)
|
Includes total revenues, net of interest expense (excluding
Corporate/Other
), in
North America
of
$33.4 billion
,
$34.2 billion
and
$32.6 billion
; in
EMEA
of
$11.8 billion
,
$10.9 billion
and
$10.0 billion
; in
Latin America
of
$10.3 billion
,
$9.6 billion
and
$9.1 billion
; and in
Asia
of
$15.3 billion
,
$14.6 billion
and
$13.9 billion
in 2018, 2017 and 2016, respectively. These regional numbers exclude
Corporate/Other
, which largely operates within the U.S.
|
(2)
|
Corporate/Other
,
GCB
and
ICG
2017 results include the one-time impact of Tax Reform.
|
(3)
|
Includes pretax provisions for credit losses and for benefits and claims in the
GCB
results of
$7.6 billion
,
$7.6 billion
and
$6.4 billion
; in the
ICG
results of
$184
|
|
million,
($15)
million and
$486 million
; and in
Corporate/Other
results of (
$202
) million,
($175)
million and
$69 million
in 2018, 2017 and 2016, respectively.
|
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Interest revenue
|
|
|
|
||||||
Loan interest, including fees
|
$
|
45,682
|
|
$
|
41,736
|
|
$
|
40,125
|
|
Deposits with banks
|
2,203
|
|
1,635
|
|
971
|
|
|||
Federal funds sold and securities borrowed or purchased under agreements to resell
|
5,492
|
|
3,249
|
|
2,543
|
|
|||
Investments, including dividends
|
9,494
|
|
8,295
|
|
7,582
|
|
|||
Trading account assets
(1)
|
6,284
|
|
5,501
|
|
5,738
|
|
|||
Other interest
|
1,673
|
|
1,163
|
|
1,029
|
|
|||
Total interest revenue
|
$
|
70,828
|
|
$
|
61,579
|
|
$
|
57,988
|
|
Interest expense
|
|
|
|
||||||
Deposits
(2)
|
$
|
9,616
|
|
$
|
6,587
|
|
$
|
5,300
|
|
Federal funds purchased and securities loaned or sold under agreements to repurchase
|
4,889
|
|
2,661
|
|
1,912
|
|
|||
Trading account liabilities
(1)
|
1,001
|
|
638
|
|
410
|
|
|||
Short-term borrowings
|
2,209
|
|
1,059
|
|
477
|
|
|||
Long-term debt
|
6,551
|
|
5,573
|
|
4,413
|
|
|||
Total interest expense
|
$
|
24,266
|
|
$
|
16,518
|
|
$
|
12,512
|
|
Net interest revenue
|
$
|
46,562
|
|
$
|
45,061
|
|
$
|
45,476
|
|
Provision for loan losses
|
7,354
|
|
7,503
|
|
6,749
|
|
|||
Net interest revenue after provision for loan losses
|
$
|
39,208
|
|
$
|
37,558
|
|
$
|
38,727
|
|
(1)
|
Interest expense on
Trading account liabilities
is reported as a reduction of interest revenue from
Trading account assets
.
|
(2)
|
Includes deposit insurance fees and charges of
$1,182 million
,
$1,249 million
and
$1,145 million
for
2018
,
2017
and
2016
, respectively.
|
|
2018
|
2017
|
2016
|
|||||||||||||||||||||||||||||||||
In millions of dollars
|
ICG
|
GCB
|
Corp/Other
|
Total
|
ICG
|
GCB
|
Corp/Other
|
Total
|
ICG
|
GCB
|
Corp/Other
|
Total
|
||||||||||||||||||||||||
Investment banking
|
$
|
3,568
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,568
|
|
$
|
3,817
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,817
|
|
$
|
3,000
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,000
|
|
Brokerage commissions
|
1,977
|
|
815
|
|
—
|
|
2,792
|
|
1,889
|
|
826
|
|
3
|
|
2,718
|
|
1,748
|
|
636
|
|
11
|
|
2,395
|
|
||||||||||||
Credit- and bank-card
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Interchange fees
|
1,072
|
|
8,117
|
|
11
|
|
9,200
|
|
950
|
|
7,526
|
|
99
|
|
8,575
|
|
837
|
|
6,189
|
|
164
|
|
7,190
|
|
||||||||||||
Card-related loan fees
|
63
|
|
627
|
|
12
|
|
702
|
|
53
|
|
693
|
|
48
|
|
794
|
|
27
|
|
784
|
|
65
|
|
876
|
|
||||||||||||
Card rewards and partner
payments
|
(503
|
)
|
(8,254
|
)
|
(12
|
)
|
(8,769
|
)
|
(425
|
)
|
(7,243
|
)
|
(57
|
)
|
(7,725
|
)
|
(361
|
)
|
(6,084
|
)
|
(111
|
)
|
(6,556
|
)
|
||||||||||||
Deposit-related fees
(1)
|
949
|
|
654
|
|
1
|
|
1,604
|
|
947
|
|
726
|
|
14
|
|
1,687
|
|
818
|
|
721
|
|
19
|
|
1,558
|
|
||||||||||||
Transactional service fees
|
718
|
|
98
|
|
4
|
|
820
|
|
738
|
|
91
|
|
49
|
|
878
|
|
700
|
|
84
|
|
136
|
|
920
|
|
||||||||||||
Corporate finance
(2)
|
729
|
|
5
|
|
—
|
|
734
|
|
761
|
|
5
|
|
—
|
|
766
|
|
741
|
|
4
|
|
—
|
|
745
|
|
||||||||||||
Insurance distribution
revenue
(3)
|
14
|
|
565
|
|
11
|
|
590
|
|
12
|
|
562
|
|
68
|
|
642
|
|
10
|
|
584
|
|
90
|
|
684
|
|
||||||||||||
Insurance premiums
(3)
|
—
|
|
119
|
|
—
|
|
119
|
|
—
|
|
122
|
|
—
|
|
122
|
|
—
|
|
136
|
|
144
|
|
280
|
|
||||||||||||
Loan servicing
|
156
|
|
122
|
|
37
|
|
315
|
|
146
|
|
101
|
|
95
|
|
342
|
|
147
|
|
127
|
|
77
|
|
351
|
|
||||||||||||
Other
|
25
|
|
143
|
|
14
|
|
182
|
|
(38
|
)
|
99
|
|
30
|
|
91
|
|
31
|
|
90
|
|
114
|
|
235
|
|
||||||||||||
Total commissions and
fees
(4)
|
$
|
8,768
|
|
$
|
3,011
|
|
$
|
78
|
|
$
|
11,857
|
|
$
|
8,850
|
|
$
|
3,508
|
|
$
|
349
|
|
$
|
12,707
|
|
$
|
7,698
|
|
$
|
3,271
|
|
$
|
709
|
|
$
|
11,678
|
|
(1)
|
Includes overdraft fees of
$128 million
,
$135 million
and
$133 million
for the years ended December 31, 2018, 2017 and 2016, respectively. Overdraft fees are accounted for under ASC 310.
|
(2)
|
Consists primarily of fees earned from structuring and underwriting loan syndications or related financing activity. This activity is accounted for under ASC 310.
|
(3)
|
Previously reported as insurance premiums in the Consolidated Statement of Income.
|
(4)
|
Commissions and fees
includes
$(6,766) million
,
$(5,568) million
and
$(4,169) million
not accounted for under ASC 606,
Revenue from Contracts with Customers
, for the years ended December 31, 2018, 2017 and 2016, respectively. Amounts reported in
Commissions and fees
accounted for under other guidance primarily include card-related loan fees, card reward programs and certain partner payments, corporate finance fees, insurance premiums and loan servicing fees.
|
|
2018
|
2017
|
2016
|
|||||||||||||||||||||||||||||||||
In millions of dollars
|
ICG
|
GCB
|
Corp/Other
|
Total
|
ICG
|
GCB
|
Corp/Other
|
Total
|
ICG
|
GCB
|
Corp/Other
|
Total
|
||||||||||||||||||||||||
Custody fees
|
$
|
1,494
|
|
$
|
136
|
|
$
|
65
|
|
$
|
1,695
|
|
$
|
1,505
|
|
$
|
167
|
|
$
|
56
|
|
$
|
1,728
|
|
$
|
1,353
|
|
$
|
163
|
|
$
|
48
|
|
$
|
1,564
|
|
Fiduciary fees
|
645
|
|
597
|
|
43
|
|
1,285
|
|
593
|
|
575
|
|
91
|
|
1,259
|
|
554
|
|
539
|
|
50
|
|
1,143
|
|
||||||||||||
Guarantee fees
|
536
|
|
57
|
|
7
|
|
600
|
|
535
|
|
54
|
|
8
|
|
597
|
|
523
|
|
54
|
|
10
|
|
587
|
|
||||||||||||
Total administration
and other fiduciary fees
(1)
|
$
|
2,675
|
|
$
|
790
|
|
$
|
115
|
|
$
|
3,580
|
|
$
|
2,633
|
|
$
|
796
|
|
$
|
155
|
|
$
|
3,584
|
|
$
|
2,430
|
|
$
|
756
|
|
$
|
108
|
|
$
|
3,294
|
|
(1)
|
Administration and other fiduciary fees
includes
$600 million
,
$597 million
and
$587 million
for the years ended December 31, 2018, 2017 and 2016, respectively, that are not accounted for under ASC 606,
Revenue from Contracts with Customers.
These amounts include guarantee fees.
|
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Interest rate risks
(1)
|
$
|
5,186
|
|
$
|
5,301
|
|
$
|
4,229
|
|
Foreign exchange risks
(2)
|
1,423
|
|
2,435
|
|
1,699
|
|
|||
Equity risks
(3)
|
1,346
|
|
525
|
|
330
|
|
|||
Commodity and other risks
(4)
|
662
|
|
425
|
|
899
|
|
|||
Credit products and risks
(5)
|
445
|
|
789
|
|
700
|
|
|||
Total
|
$
|
9,062
|
|
$
|
9,475
|
|
$
|
7,857
|
|
(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.
|
Unvested stock awards
|
Shares
|
Weighted-
average grant
date fair
value per share
|
|||
Unvested at December 31, 2017
|
36,931,040
|
|
$
|
47.89
|
|
Granted
(1)
|
12,896,599
|
|
73.87
|
|
|
Canceled
|
(1,315,456
|
)
|
54.50
|
|
|
Vested
(2)
|
(16,783,587
|
)
|
49.54
|
|
|
Unvested at December 31, 2018
|
31,728,596
|
|
$
|
57.30
|
|
(1)
|
The weighted-average fair value of the shares granted during 2017 and 2016 was
$59.12
and
$37.35
, respectively.
|
(2)
|
The weighted-average fair value of the shares vesting during 2018 was approximately
$77.65
per share.
|
Valuation assumptions
|
2018
|
2017
|
2016
|
|||
Expected volatility
|
24.93
|
%
|
25.79
|
%
|
24.37
|
%
|
Expected dividend yield
|
1.75
|
|
1.30
|
|
0.40
|
|
(1)
|
The weighted-average grant date fair value per unit awarded in 2017 and 2016 was
$59.22
and
$27.03
, respectively.
|
|
2018
|
2017
|
2016
|
|||||||||||||||||||||
|
Options
|
Weighted-
average
exercise
price
|
Intrinsic
value
per share
|
Options
|
Weighted-
average
exercise
price
|
Intrinsic
value
per share
|
Options
|
Weighted-
average
exercise
price
|
Intrinsic
value
per share
|
|||||||||||||||
Outstanding, beginning of period
|
1,138,813
|
|
$
|
161.96
|
|
$
|
—
|
|
1,527,396
|
|
$
|
131.78
|
|
$
|
—
|
|
6,656,588
|
|
$
|
67.92
|
|
$
|
—
|
|
Canceled
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(25,334
|
)
|
40.80
|
|
—
|
|
||||||
Expired
|
(376,588
|
)
|
283.63
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2,613,909
|
)
|
48.80
|
|
—
|
|
||||||
Exercised
|
—
|
|
—
|
|
—
|
|
(388,583
|
)
|
43.35
|
|
15.67
|
|
(2,489,949
|
)
|
49.10
|
|
6.60
|
|
||||||
Outstanding, end of period
|
762,225
|
|
$
|
101.84
|
|
$
|
—
|
|
1,138,813
|
|
$
|
161.96
|
|
$
|
—
|
|
1,527,396
|
|
$
|
131.78
|
|
$
|
—
|
|
Exercisable, end of period
|
762,225
|
|
|
|
|
1,138,813
|
|
|
|
|
|
1,527,396
|
|
|
|
|
|
|
|
Options outstanding
|
Options exercisable
|
||||||||
Range of exercise prices
|
Number
outstanding
|
Weighted-average
contractual life
remaining
|
Weighted-average
exercise price
|
Number
exercisable
|
Weighted-average
exercise price
|
||||||
$39.00–$99.99
|
312,309
|
|
2.1 years
|
$
|
43.56
|
|
312,309
|
|
$
|
43.56
|
|
$100.00–$199.99
|
449,916
|
|
0.0 years
|
142.30
|
|
449,916
|
|
142.30
|
|
||
Total at December 31, 2018
|
762,225
|
|
0.9 years
|
$
|
101.84
|
|
762,225
|
|
$
|
101.84
|
|
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Charges for estimated awards to retirement-eligible employees
|
$
|
669
|
|
$
|
659
|
|
$
|
555
|
|
Amortization of deferred cash awards, deferred cash stock units and performance stock units
|
202
|
|
354
|
|
336
|
|
|||
Immediately vested stock award expense
(1)
|
75
|
|
70
|
|
73
|
|
|||
Amortization of restricted and deferred stock awards
(2)
|
435
|
|
474
|
|
509
|
|
|||
Other variable incentive compensation
|
640
|
|
694
|
|
710
|
|
|||
Total
|
$
|
2,021
|
|
$
|
2,251
|
|
$
|
2,183
|
|
(1)
|
Represents expense for immediately vested stock awards that generally were stock payments in lieu of cash compensation. The expense is generally accrued as cash incentive compensation in the year prior to grant.
|
(2)
|
All periods include amortization expense for all unvested awards to non-retirement-eligible employees.
|
|
Pension plans
|
Postretirement benefit plans
|
||||||||||||||||||||||||||||||||||
|
U.S. plans
|
Non-U.S. plans
|
U.S. plans
|
Non-U.S. plans
|
||||||||||||||||||||||||||||||||
In millions of dollars
|
2018
|
2017
|
2016
|
2018
|
2017
|
2016
|
2018
|
2017
|
2016
|
2018
|
2017
|
2016
|
||||||||||||||||||||||||
Benefits earned during the year
|
$
|
1
|
|
$
|
3
|
|
$
|
4
|
|
$
|
146
|
|
$
|
153
|
|
$
|
154
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
9
|
|
$
|
9
|
|
$
|
10
|
|
Interest cost on benefit obligation
|
514
|
|
533
|
|
548
|
|
292
|
|
295
|
|
282
|
|
26
|
|
26
|
|
25
|
|
102
|
|
101
|
|
94
|
|
||||||||||||
Expected return on plan assets
|
(844
|
)
|
(865
|
)
|
(886
|
)
|
(291
|
)
|
(299
|
)
|
(287
|
)
|
(14
|
)
|
(6
|
)
|
(9
|
)
|
(88
|
)
|
(89
|
)
|
(86
|
)
|
||||||||||||
Amortization of unrecognized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost (benefit)
|
2
|
|
2
|
|
2
|
|
(4
|
)
|
(3
|
)
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
(10
|
)
|
(10
|
)
|
(10
|
)
|
||||||||||||
Net actuarial loss (gain)
|
165
|
|
173
|
|
169
|
|
53
|
|
61
|
|
69
|
|
(1
|
)
|
—
|
|
(1
|
)
|
29
|
|
35
|
|
30
|
|
||||||||||||
Curtailment loss (gain)
(1)
|
1
|
|
6
|
|
13
|
|
(1
|
)
|
—
|
|
(2
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||
Settlement loss
(1)
|
—
|
|
—
|
|
—
|
|
7
|
|
12
|
|
6
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||
Total net (benefit) expense
|
$
|
(161
|
)
|
$
|
(148
|
)
|
$
|
(150
|
)
|
$
|
202
|
|
$
|
219
|
|
$
|
221
|
|
$
|
11
|
|
$
|
20
|
|
$
|
15
|
|
$
|
42
|
|
$
|
46
|
|
$
|
38
|
|
(1)
|
Losses and gains due to curtailment and settlement relate to repositioning and divestiture actions.
|
|
Pension plans
(1)
|
Postretirement benefit plans
(1)
|
||||||||||||||||||||||||||||||||||
|
U.S. plans
(2)
|
Non-U.S. plans
|
U.S. plans
|
Non-U.S. plans
|
||||||||||||||||||||||||||||||||
In millions of dollars
|
2019
|
2018
|
2017
|
2019
|
2018
|
2017
|
2019
|
2018
|
2017
|
2019
|
2018
|
2017
|
||||||||||||||||||||||||
Contributions made by the Company
|
$
|
—
|
|
$
|
—
|
|
$
|
50
|
|
$
|
97
|
|
$
|
140
|
|
$
|
90
|
|
$
|
—
|
|
$
|
145
|
|
$
|
140
|
|
$
|
4
|
|
$
|
3
|
|
$
|
4
|
|
Benefits paid directly by the Company
|
57
|
|
55
|
|
55
|
|
47
|
|
42
|
|
45
|
|
6
|
|
5
|
|
36
|
|
6
|
|
6
|
|
5
|
|
(1)
|
Amounts reported for 2019 are expected amounts.
|
(2)
|
The U.S. pension plans include benefits paid directly by the Company for the nonqualified pension plans.
|
|
Pension plans
|
Postretirement benefit plans
|
||||||||||||||||||||||
|
U.S. plans
|
Non-U.S. plans
|
U.S. plans
|
Non-U.S. plans
|
||||||||||||||||||||
In millions of dollars
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
||||||||||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation at beginning of year
|
$
|
14,040
|
|
$
|
14,000
|
|
$
|
7,433
|
|
$
|
6,522
|
|
$
|
699
|
|
$
|
686
|
|
$
|
1,261
|
|
$
|
1,141
|
|
Benefits earned during the year
|
1
|
|
3
|
|
146
|
|
153
|
|
—
|
|
—
|
|
9
|
|
9
|
|
||||||||
Interest cost on benefit obligation
|
514
|
|
533
|
|
292
|
|
295
|
|
26
|
|
26
|
|
102
|
|
101
|
|
||||||||
Plan amendments
|
—
|
|
—
|
|
7
|
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Actuarial (gain) loss
|
(1,056
|
)
|
536
|
|
(99
|
)
|
127
|
|
(1
|
)
|
43
|
|
(123
|
)
|
19
|
|
||||||||
Benefits paid, net of participants’ contributions and government subsidy
(1)
|
(845
|
)
|
(769
|
)
|
(293
|
)
|
(278
|
)
|
(62
|
)
|
(56
|
)
|
(68
|
)
|
(64
|
)
|
||||||||
Divestitures
|
—
|
|
—
|
|
—
|
|
(29
|
)
|
—
|
|
—
|
|
—
|
|
(4
|
)
|
||||||||
Settlement gain
(2)
|
—
|
|
—
|
|
(121
|
)
|
(192
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Curtailment loss (gain)
(2)
|
1
|
|
6
|
|
(1
|
)
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Foreign exchange impact and other
(3)
|
—
|
|
(269
|
)
|
(215
|
)
|
834
|
|
—
|
|
—
|
|
(22
|
)
|
59
|
|
||||||||
Projected benefit obligation at year end
|
$
|
12,655
|
|
$
|
14,040
|
|
$
|
7,149
|
|
$
|
7,433
|
|
$
|
662
|
|
$
|
699
|
|
$
|
1,159
|
|
$
|
1,261
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Plan assets at fair value at beginning of year
|
$
|
12,725
|
|
$
|
12,363
|
|
$
|
7,128
|
|
$
|
6,149
|
|
$
|
262
|
|
$
|
129
|
|
$
|
1,119
|
|
$
|
1,015
|
|
Actual return on plan assets
|
(445
|
)
|
1,295
|
|
(11
|
)
|
462
|
|
(5
|
)
|
13
|
|
(26
|
)
|
113
|
|
||||||||
Company contributions
|
55
|
|
105
|
|
182
|
|
135
|
|
150
|
|
176
|
|
9
|
|
9
|
|
||||||||
Benefits paid, net of participants’ contributions and government subsidy
(1)
|
(845
|
)
|
(769
|
)
|
(293
|
)
|
(278
|
)
|
(62
|
)
|
(56
|
)
|
(68
|
)
|
(64
|
)
|
||||||||
Divestitures
|
—
|
|
—
|
|
—
|
|
(31
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Settlement
(2)
|
—
|
|
—
|
|
(121
|
)
|
(192
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Foreign exchange impact and other
(3)
|
—
|
|
(269
|
)
|
(186
|
)
|
883
|
|
—
|
|
—
|
|
2
|
|
46
|
|
||||||||
Plan assets at fair value at year end
|
$
|
11,490
|
|
$
|
12,725
|
|
$
|
6,699
|
|
$
|
7,128
|
|
$
|
345
|
|
$
|
262
|
|
$
|
1,036
|
|
$
|
1,119
|
|
Funded status of the plans
|
|
|
|
|
|
|
|
|
||||||||||||||||
Qualified plans
(4)
|
$
|
(483
|
)
|
$
|
(565
|
)
|
$
|
(450
|
)
|
$
|
(305
|
)
|
$
|
(317
|
)
|
$
|
(437
|
)
|
$
|
(123
|
)
|
$
|
(142
|
)
|
Nonqualified plans
(5)
|
(682
|
)
|
(750
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Funded status of the plans at year end
|
$
|
(1,165
|
)
|
$
|
(1,315
|
)
|
$
|
(450
|
)
|
$
|
(305
|
)
|
$
|
(317
|
)
|
$
|
(437
|
)
|
$
|
(123
|
)
|
$
|
(142
|
)
|
Net amount recognized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Qualified plans
|
|
|
|
|
|
|
|
|
||||||||||||||||
Benefit asset
|
$
|
—
|
|
$
|
—
|
|
$
|
806
|
|
$
|
900
|
|
$
|
—
|
|
$
|
—
|
|
$
|
175
|
|
$
|
181
|
|
Benefit liability
|
(483
|
)
|
(565
|
)
|
(1,256
|
)
|
(1,205
|
)
|
(317
|
)
|
(437
|
)
|
(298
|
)
|
(323
|
)
|
||||||||
Qualified plans
|
$
|
(483
|
)
|
$
|
(565
|
)
|
$
|
(450
|
)
|
$
|
(305
|
)
|
$
|
(317
|
)
|
$
|
(437
|
)
|
$
|
(123
|
)
|
$
|
(142
|
)
|
Nonqualified plans
|
(682
|
)
|
(750
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Net amount recognized on the balance sheet
|
$
|
(1,165
|
)
|
$
|
(1,315
|
)
|
$
|
(450
|
)
|
$
|
(305
|
)
|
$
|
(317
|
)
|
$
|
(437
|
)
|
$
|
(123
|
)
|
$
|
(142
|
)
|
Amounts recognized in AOCI
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net transition obligation
|
$
|
—
|
|
$
|
—
|
|
$
|
(1
|
)
|
$
|
(1
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Prior service benefit
|
(13
|
)
|
(15
|
)
|
12
|
|
22
|
|
—
|
|
—
|
|
83
|
|
92
|
|
||||||||
Net actuarial (loss) gain
|
(6,892
|
)
|
(6,823
|
)
|
(1,420
|
)
|
(1,318
|
)
|
53
|
|
72
|
|
(340
|
)
|
(382
|
)
|
||||||||
Net amount recognized in equity (pretax)
|
$
|
(6,905
|
)
|
$
|
(6,838
|
)
|
$
|
(1,409
|
)
|
$
|
(1,297
|
)
|
$
|
53
|
|
$
|
72
|
|
$
|
(257
|
)
|
$
|
(290
|
)
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Accumulated benefit obligation at year end
|
$
|
12,646
|
|
$
|
14,034
|
|
$
|
6,720
|
|
$
|
7,038
|
|
$
|
662
|
|
$
|
699
|
|
$
|
1,159
|
|
$
|
1,261
|
|
(1)
|
U.S. Postretirement benefit plans was net of Employer Group Waiver Plan subsidy of
$15 million
in 2018 and 2017.
|
(2)
|
Curtailment and settlement (gains) losses relate to repositioning and divestiture activities.
|
(3)
|
With respect to the U.S. Plan, de-risking activities during 2017 resulted in a reduction to plan obligations and assets.
|
(4)
|
The U.S. qualified pension plan is fully funded under specified Employee Retirement Income Security Act (ERISA) funding rules as of January 1, 2019 and no minimum required funding is expected for 2019.
|
(5)
|
The nonqualified plans of the Company are unfunded.
|
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Beginning of year balance, net of tax
(1)(2)
|
$
|
(6,183
|
)
|
$
|
(5,164
|
)
|
$
|
(5,116
|
)
|
Actuarial assumptions changes and plan experience
|
1,288
|
|
(760
|
)
|
(854
|
)
|
|||
Net asset (loss) gain due to difference between actual and expected returns
|
(1,732
|
)
|
625
|
|
400
|
|
|||
Net amortization
|
214
|
|
229
|
|
232
|
|
|||
Prior service (cost) credit
|
(7
|
)
|
(4
|
)
|
28
|
|
|||
Curtailment/settlement gain
(3)
|
7
|
|
17
|
|
17
|
|
|||
Foreign exchange impact and other
|
136
|
|
(93
|
)
|
99
|
|
|||
Impact of Tax Reform
(4)
|
—
|
|
(1,020
|
)
|
—
|
|
|||
Change in deferred taxes, net
|
20
|
|
(13
|
)
|
30
|
|
|||
Change, net of tax
|
$
|
(74
|
)
|
$
|
(1,019
|
)
|
$
|
(48
|
)
|
End of year balance, net of tax
(1)(2)
|
$
|
(6,257
|
)
|
$
|
(6,183
|
)
|
$
|
(5,164
|
)
|
(1)
|
See Note 19 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)
|
Curtailment and settlement relate to repositioning and divestiture activities.
|
(4)
|
In the fourth quarter of 2017, Citi adopted ASU 2018-02, which transferred these amounts from AOCI to
Retained earnings
. See Note 1 to the Consolidated Financial Statements.
|
|
PBO exceeds fair value of plan assets
|
ABO exceeds fair value of plan assets
|
||||||||||||||||||||||
|
U.S. plans
(1)
|
Non-U.S. plans
|
U.S. plans
(1)
|
Non-U.S. plans
|
||||||||||||||||||||
In millions of dollars
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
||||||||||||||||
Projected benefit obligation
|
$
|
12,655
|
|
$
|
14,040
|
|
$
|
3,904
|
|
$
|
2,721
|
|
$
|
12,655
|
|
$
|
14,040
|
|
$
|
3,718
|
|
$
|
2,596
|
|
Accumulated benefit obligation
|
12,646
|
|
14,034
|
|
3,528
|
|
2,381
|
|
12,646
|
|
14,034
|
|
3,387
|
|
2,296
|
|
||||||||
Fair value of plan assets
|
11,490
|
|
12,725
|
|
2,648
|
|
1,516
|
|
11,490
|
|
12,725
|
|
2,478
|
|
1,407
|
|
(1)
|
At
December 31, 2018
and 2017, for both the U.S. qualified plan and nonqualified plans, the aggregate PBO and the aggregate ABO exceeded plan assets.
|
(1)
|
Not material for U.S. plans.
|
(2)
|
The expected rate of return for the VEBA Trust was
3.00%
.
|
(1)
|
Reflects rates utilized to determine the quarterly expense for Significant non-U.S. pension and postretirement plans.
|
(2)
|
Not material for U.S. plans.
|
(3)
|
The expected rate of return for the U.S. pension and postretirement plans was lowered from
6.80%
to
6.70%
effective in the second quarter of 2018 to reflect a change in target asset allocation.
|
(4)
|
In 2017, the VEBA Trust was funded with an expected rate of return on assets of
3.00%
.
|
(1)
|
In December 2017, the VEBA Trust was funded for postretirement benefits with an expected rate of return on assets of
3.00%
.
|
(2)
|
Actual rates of return are presented net of fees.
|
U.S. plans
|
2018
(1)
|
2017
(2)
|
Mortality
|
|
|
Pension
|
RP-2014/MP-2018
|
RP-2014/MP-2017
|
Postretirement
|
RP-2014/MP-2018
|
RP-2014/MP-2017
|
(1)
|
The RP-2014 table is the white-collar RP-2014 table. The MP-2018 projection scale is projected from 2006, with convergence to
0.75%
ultimate rate of annual improvement by 2034.
|
(2)
|
The RP-2014 table is the white-collar RP-2014 table, The MP-2017 projection scale is projected from 2006, with convergence to
0.75%
ultimate rate of annual improvement by 2033.
|
|
One-percentage-point increase
|
||||||||
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
U.S. plans
|
$
|
25
|
|
$
|
29
|
|
$
|
31
|
|
Non-U.S. plans
|
(22
|
)
|
(27
|
)
|
(33
|
)
|
|||
|
One-percentage-point decrease
|
||||||||
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
U.S. plans
|
$
|
(37
|
)
|
$
|
(44
|
)
|
$
|
(47
|
)
|
Non-U.S. plans
|
32
|
|
41
|
|
37
|
|
|
One-percentage-point increase
|
||||||||
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
U.S. plans
|
$
|
(126
|
)
|
$
|
(127
|
)
|
$
|
(127
|
)
|
Non-U.S. plans
|
(64
|
)
|
(64
|
)
|
(61
|
)
|
|||
|
One-percentage-point decrease
|
||||||||
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
U.S. plans
|
$
|
126
|
|
$
|
127
|
|
$
|
127
|
|
Non-U.S. plans
|
64
|
|
64
|
|
61
|
|
|
2018
|
2017
|
Health care cost increase rate for
U.S. plans
|
|
|
Following year
|
7.00%
|
6.50%
|
Ultimate rate to which cost increase is
assumed to decline
|
5.00
|
5.00
|
Year in which the ultimate rate is
reached
|
2027
|
2023
|
|
|
|
Health care cost increase rate for
Non-U.S. plans (weighted average)
|
|
|
Following year
|
6.90%
|
6.87%
|
Ultimate rate to which cost increase is
assumed to decline
|
6.90
|
6.87
|
Range of years in which the ultimate rate
is reached
|
2019
|
2018–2019
|
|
Weighted average interest crediting rate
|
||
At year end
|
2018
|
2017
|
2016
|
U.S. plans
|
3.25%
|
2.60%
|
3.10%
|
Non-U.S. plans
|
1.68
|
1.74
|
1.75
|
|
Target asset
allocation
|
U.S. pension assets
at December 31,
|
U.S. postretirement assets
at December 31,
|
||||||
Asset category
(1)
|
2019
|
2018
|
2017
|
2018
|
2017
|
||||
Equity securities
(2)
|
0–26%
|
15
|
%
|
20
|
%
|
15
|
%
|
20
|
%
|
Debt securities
(3)
|
35–82
|
57
|
|
48
|
|
57
|
|
48
|
|
Real estate
|
0–7
|
5
|
|
5
|
|
5
|
|
5
|
|
Private equity
|
0–10
|
3
|
|
3
|
|
3
|
|
3
|
|
Other investments
|
0–30
|
20
|
|
24
|
|
20
|
|
24
|
|
Total
|
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
(1)
|
Asset allocations for the U.S. plans are set by investment strategy, not by investment product. For example, private equities with an underlying investment in real estate are classified in the real estate asset category, not private equity.
|
(2)
|
Equity securities in the U.S. pension and postretirement plans do not include any Citigroup common stock at the end of 2018 and 2017.
|
(3)
|
The VEBA Trust for postretirement benefits are primarily invested in debt securities which are not reflected in the table above.
|
(1)
|
Similar to the U.S. plans, asset allocations for certain non-U.S. plans are set by investment strategy, not by investment product.
|
(1)
|
Similar to the U.S. plans, asset allocations for certain non-U.S. plans are set by investment strategy, not by investment product.
|
|
U.S. pension and postretirement benefit plans
(1)
|
|||||||||||
In millions of dollars
|
Fair value measurement at December 31, 2018
|
|||||||||||
Asset categories
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
U.S. equities
|
$
|
625
|
|
$
|
—
|
|
$
|
—
|
|
$
|
625
|
|
Non-U.S. equities
|
481
|
|
—
|
|
—
|
|
481
|
|
||||
Mutual funds and other registered investment companies
|
215
|
|
—
|
|
—
|
|
215
|
|
||||
Commingled funds
|
—
|
|
1,344
|
|
—
|
|
1,344
|
|
||||
Debt securities
|
1,346
|
|
3,475
|
|
—
|
|
4,821
|
|
||||
Annuity contracts
|
—
|
|
—
|
|
1
|
|
1
|
|
||||
Derivatives
|
16
|
|
252
|
|
—
|
|
268
|
|
||||
Other investments
|
—
|
|
—
|
|
127
|
|
127
|
|
||||
Total investments
|
$
|
2,683
|
|
$
|
5,071
|
|
$
|
128
|
|
$
|
7,882
|
|
Cash and short-term investments
|
$
|
93
|
|
$
|
865
|
|
$
|
—
|
|
$
|
958
|
|
Other investment liabilities
|
(100
|
)
|
(254
|
)
|
—
|
|
(354
|
)
|
||||
Net investments at fair value
|
$
|
2,676
|
|
$
|
5,682
|
|
$
|
128
|
|
$
|
8,486
|
|
Other investment receivables redeemed at NAV
|
|
|
|
$
|
80
|
|
||||||
Securities valued at NAV
|
|
|
|
3,269
|
|
|||||||
Total net assets
|
|
|
|
$
|
11,835
|
|
(1)
|
The investments of the U.S. pension and postretirement plans are commingled in one trust. At December 31, 2018, the allocable interests of the U.S. pension and postretirement plans were
98.0%
and
2.0%
, respectively. The investments of the VEBA Trust for the postretirement benefits are reflected in the above table.
|
|
U.S. pension and postretirement benefit plans
(1)
|
|||||||||||
In millions of dollars
|
Fair value measurement at December 31, 2017
|
|||||||||||
Asset categories
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
U.S. equities
|
$
|
726
|
|
$
|
—
|
|
$
|
—
|
|
$
|
726
|
|
Non-U.S. equities
|
821
|
|
—
|
|
—
|
|
821
|
|
||||
Mutual funds and other registered investment companies
|
376
|
|
—
|
|
—
|
|
376
|
|
||||
Commingled funds
|
—
|
|
1,184
|
|
—
|
|
1,184
|
|
||||
Debt securities
|
1,381
|
|
3,080
|
|
—
|
|
4,461
|
|
||||
Annuity contracts
|
—
|
|
—
|
|
1
|
|
1
|
|
||||
Derivatives
|
11
|
|
323
|
|
—
|
|
334
|
|
||||
Other investments
|
—
|
|
—
|
|
148
|
|
148
|
|
||||
Total investments
|
$
|
3,315
|
|
$
|
4,587
|
|
$
|
149
|
|
$
|
8,051
|
|
Cash and short-term investments
|
$
|
257
|
|
$
|
1,004
|
|
$
|
—
|
|
$
|
1,261
|
|
Other investment liabilities
|
(60
|
)
|
(343
|
)
|
—
|
|
(403
|
)
|
||||
Net investments at fair value
|
$
|
3,512
|
|
$
|
5,248
|
|
$
|
149
|
|
$
|
8,909
|
|
Other investment receivables redeemed at NAV
|
|
|
|
$
|
16
|
|
||||||
Securities valued at NAV
|
|
|
|
4,062
|
|
|||||||
Total net assets
|
|
|
|
$
|
12,987
|
|
(1)
|
The investments of the U.S. pension and postretirement plans are commingled in one trust. At December 31, 2017, the allocable interests of the U.S. pension and postretirement plans were
99.0%
and
1.0%
, respectively. The investments of the VEBA Trust for the postretirement benefits are reflected in the above table.
|
|
Non-U.S. pension and postretirement benefit plans
|
|||||||||||
In millions of dollars
|
Fair value measurement at December 31, 2018
|
|||||||||||
Asset categories
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
U.S. equities
|
$
|
4
|
|
$
|
9
|
|
$
|
—
|
|
$
|
13
|
|
Non-U.S. equities
|
100
|
|
100
|
|
—
|
|
200
|
|
||||
Mutual funds and other registered investment companies
|
2,887
|
|
63
|
|
—
|
|
2,950
|
|
||||
Commingled funds
|
21
|
|
—
|
|
—
|
|
21
|
|
||||
Debt securities
|
5,145
|
|
1,500
|
|
9
|
|
6,654
|
|
||||
Real estate
|
—
|
|
3
|
|
1
|
|
4
|
|
||||
Annuity contracts
|
—
|
|
1
|
|
10
|
|
11
|
|
||||
Derivatives
|
—
|
|
156
|
|
—
|
|
156
|
|
||||
Other investments
|
1
|
|
—
|
|
210
|
|
211
|
|
||||
Total investments
|
$
|
8,158
|
|
$
|
1,832
|
|
$
|
230
|
|
$
|
10,220
|
|
Cash and short-term investments
|
$
|
91
|
|
$
|
3
|
|
$
|
—
|
|
$
|
94
|
|
Other investment liabilities
|
(1
|
)
|
(2,589
|
)
|
—
|
|
(2,590
|
)
|
||||
Net investments at fair value
|
$
|
8,248
|
|
$
|
(754
|
)
|
$
|
230
|
|
$
|
7,724
|
|
Securities valued at NAV
|
|
|
|
$
|
11
|
|
||||||
Total net assets
|
|
|
|
$
|
7,735
|
|
|
Non-U.S. pension and postretirement benefit plans
|
|||||||||||
In millions of dollars
|
Fair value measurement at December 31, 2017
|
|||||||||||
Asset categories
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
U.S. equities
|
$
|
4
|
|
$
|
12
|
|
$
|
—
|
|
$
|
16
|
|
Non-U.S. equities
|
103
|
|
122
|
|
1
|
|
226
|
|
||||
Mutual funds and other registered investment companies
|
3,098
|
|
74
|
|
—
|
|
3,172
|
|
||||
Commingled funds
|
24
|
|
—
|
|
—
|
|
24
|
|
||||
Debt securities
|
3,999
|
|
1,555
|
|
7
|
|
5,561
|
|
||||
Real estate
|
—
|
|
3
|
|
1
|
|
4
|
|
||||
Annuity contracts
|
—
|
|
1
|
|
9
|
|
10
|
|
||||
Derivatives
|
1
|
|
3,102
|
|
—
|
|
3,103
|
|
||||
Other investments
|
1
|
|
—
|
|
214
|
|
215
|
|
||||
Total investments
|
$
|
7,230
|
|
$
|
4,869
|
|
$
|
232
|
|
$
|
12,331
|
|
Cash and short-term investments
|
$
|
119
|
|
$
|
3
|
|
$
|
—
|
|
$
|
122
|
|
Other investment liabilities
|
(2
|
)
|
(4,220
|
)
|
—
|
|
(4,222
|
)
|
||||
Net investments at fair value
|
$
|
7,347
|
|
$
|
652
|
|
$
|
232
|
|
$
|
8,231
|
|
Securities valued at NAV
|
|
|
|
$
|
16
|
|
||||||
Total net assets
|
|
|
|
$
|
8,247
|
|
In millions of dollars
|
U.S. pension and postretirement benefit plans
|
|||||||||||||||||
Asset categories
|
Beginning Level 3 fair value at
Dec. 31, 2017
|
Realized gains (losses)
|
Unrealized gains (losses)
|
Purchases, sales and issuances
|
Transfers in and/or out of Level 3
|
Ending Level 3 fair value at Dec. 31, 2018
|
||||||||||||
Annuity contracts
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1
|
|
Other investments
|
148
|
|
(2
|
)
|
(18
|
)
|
(1
|
)
|
—
|
|
127
|
|
||||||
Total investments
|
$
|
149
|
|
$
|
(2
|
)
|
$
|
(18
|
)
|
$
|
(1
|
)
|
$
|
—
|
|
$
|
128
|
|
In millions of dollars
|
U.S. pension and postretirement benefit plans
|
|||||||||||||||||
Asset categories
|
Beginning Level 3 fair value at
Dec. 31, 2016
|
Realized gains (losses)
|
Unrealized gains (losses)
|
Purchases, sales and issuances
|
Transfers in and/or out of Level 3
|
Ending Level 3 fair value at Dec. 31, 2017
|
||||||||||||
Annuity contracts
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1
|
|
Other investments
|
129
|
|
—
|
|
—
|
|
19
|
|
—
|
|
148
|
|
||||||
Total investments
|
$
|
130
|
|
$
|
—
|
|
$
|
—
|
|
$
|
19
|
|
$
|
—
|
|
$
|
149
|
|
In millions of dollars
|
Non-U.S. pension and postretirement benefit plans
|
||||||||||||||
Asset categories
|
Beginning Level 3 fair value at
Dec. 31, 2017 |
Unrealized gains (losses)
|
Purchases, sales and issuances
|
Transfers in and/or out of Level 3
|
Ending Level 3 fair value at
Dec. 31, 2018
|
||||||||||
Non-U.S. equities
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(1
|
)
|
$
|
—
|
|
Debt securities
|
7
|
|
(1
|
)
|
3
|
|
—
|
|
9
|
|
|||||
Real estate
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||
Annuity contracts
|
9
|
|
(1
|
)
|
1
|
|
1
|
|
10
|
|
|||||
Other investments
|
214
|
|
(3
|
)
|
(1
|
)
|
—
|
|
210
|
|
|||||
Total investments
|
$
|
232
|
|
$
|
(5
|
)
|
$
|
3
|
|
$
|
—
|
|
$
|
230
|
|
In millions of dollars
|
Non-U.S. pension and postretirement benefit plans
|
||||||||||||||
Asset categories
|
Beginning Level 3 fair value at
Dec. 31, 2016
|
Unrealized gains (losses)
|
Purchases, sales and issuances
|
Transfers in and/or out of Level 3
|
Ending Level 3 fair value at Dec. 31, 2017
|
||||||||||
Non-U.S. equities
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1
|
|
Debt securities
|
7
|
|
—
|
|
—
|
|
—
|
|
7
|
|
|||||
Real estate
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||
Annuity contracts
|
8
|
|
1
|
|
—
|
|
—
|
|
9
|
|
|||||
Other investments
|
187
|
|
31
|
|
(4
|
)
|
—
|
|
214
|
|
|||||
Total investments
|
$
|
204
|
|
$
|
32
|
|
$
|
(4
|
)
|
$
|
—
|
|
$
|
232
|
|
•
|
periodic asset/liability management studies and strategic asset allocation reviews;
|
•
|
periodic monitoring of funding levels and funding ratios;
|
•
|
periodic monitoring of compliance with asset allocation guidelines;
|
•
|
periodic monitoring of asset class and/or investment manager performance against benchmarks; and
|
•
|
periodic risk capital analysis and stress testing.
|
|
Pension plans
|
Postretirement benefit plans
|
||||||||||
In millions of dollars
|
U.S. plans
|
Non-U.S. plans
|
U.S. plans
|
Non-U.S. plans
|
||||||||
2019
|
$
|
797
|
|
$
|
435
|
|
$
|
62
|
|
$
|
70
|
|
2020
|
828
|
|
417
|
|
62
|
|
75
|
|
||||
2021
|
847
|
|
426
|
|
61
|
|
80
|
|
||||
2022
|
857
|
|
448
|
|
59
|
|
86
|
|
||||
2023
|
873
|
|
471
|
|
57
|
|
92
|
|
||||
2024–2028
|
4,365
|
|
2,557
|
|
252
|
|
547
|
|
|
Net expense
|
||||||||
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Service-related expense
|
|
|
|
|
|
|
|||
Interest cost on benefit obligation
|
$
|
2
|
|
$
|
2
|
|
$
|
3
|
|
Expected return on plan assets
|
(1
|
)
|
—
|
|
—
|
|
|||
Amortization of unrecognized
|
|
|
|
||||||
Prior service (benefit) cost
|
(23
|
)
|
(31
|
)
|
(31
|
)
|
|||
Net actuarial loss
|
2
|
|
2
|
|
5
|
|
|||
Total service-related benefit
|
$
|
(20
|
)
|
$
|
(27
|
)
|
$
|
(23
|
)
|
Non-service-related expense
|
2
|
|
30
|
|
21
|
|
|||
Total net expense (benefit)
|
$
|
(18
|
)
|
$
|
3
|
|
$
|
(2
|
)
|
|
U.S. plans
|
||||||||
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Company contributions
|
$
|
396
|
|
$
|
383
|
|
$
|
371
|
|
|
|
|
|
||||||
|
Non-U.S. plans
|
||||||||
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Company contributions
|
$
|
283
|
|
$
|
270
|
|
$
|
268
|
|
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Current
|
|
|
|
|
|
|
|||
Federal
|
$
|
834
|
|
$
|
332
|
|
$
|
1,016
|
|
Non-U.S.
|
4,290
|
|
3,910
|
|
3,585
|
|
|||
State
|
284
|
|
269
|
|
384
|
|
|||
Total current income taxes
|
$
|
5,408
|
|
$
|
4,511
|
|
$
|
4,985
|
|
Deferred
|
|
|
|
|
|
|
|||
Federal
|
$
|
(620
|
)
|
$
|
24,902
|
|
$
|
1,280
|
|
Non-U.S.
|
371
|
|
(377
|
)
|
53
|
|
|||
State
|
198
|
|
352
|
|
126
|
|
|||
Total deferred income taxes
|
$
|
(51
|
)
|
$
|
24,877
|
|
$
|
1,459
|
|
Provision for income tax on continuing operations before noncontrolling interests
(1)
|
$
|
5,357
|
|
$
|
29,388
|
|
$
|
6,444
|
|
Provision (benefit) for income taxes on discontinued operations
|
(18
|
)
|
7
|
|
(22
|
)
|
|||
Income tax expense (benefit) reported in stockholders’ equity related to:
|
|
|
|
|
|
|
|||
FX translation
|
(263
|
)
|
188
|
|
(402
|
)
|
|||
Investment securities
|
(346
|
)
|
(149
|
)
|
59
|
|
|||
Employee stock plans
|
(2
|
)
|
(4
|
)
|
13
|
|
|||
Cash flow hedges
|
(8
|
)
|
(12
|
)
|
27
|
|
|||
Benefit plans
|
(20
|
)
|
13
|
|
(30
|
)
|
|||
FVO DVA
|
302
|
|
(250
|
)
|
(201
|
)
|
|||
Excluded fair value hedges
|
(17
|
)
|
—
|
|
—
|
|
|||
Retained earnings
(2)
|
(305
|
)
|
(295
|
)
|
—
|
|
|||
Income taxes before noncontrolling interests
|
$
|
4,680
|
|
$
|
28,886
|
|
$
|
5,888
|
|
(1)
|
Includes the effect of securities transactions and other-than-temporary-impairment losses resulting in a provision (benefit) of
$104 million
and
$(32) million
in 2018,
$272 million
and
$(22) million
in 2017 and
$332 million
and
$(217) million
in 2016, respectively.
|
(2)
|
2018 reflects the tax effect of the accounting change for ASU 2016-16 and the tax effect of the accounting change for ASU 2018-03, to report the net unrealized gains on former AFS equity securities. 2017 reflects the tax effect of the accounting change for ASU 2017-08. See Note 1 to the Consolidated Financial Statements.
|
|
2018
|
2017
|
2016
|
|||
Federal statutory rate
|
21.0
|
%
|
35.0
|
%
|
35.0
|
%
|
State income taxes, net of federal benefit
|
1.8
|
|
1.1
|
|
1.8
|
|
Non-U.S. income tax rate differential
|
5.3
|
|
(1.6
|
)
|
(3.6
|
)
|
Effect of tax law changes
(1)
|
(0.6
|
)
|
99.7
|
|
—
|
|
Basis difference in affiliates
|
(2.4
|
)
|
(2.1
|
)
|
(0.1
|
)
|
Tax advantaged investments
|
(2.0
|
)
|
(2.2
|
)
|
(2.4
|
)
|
Other, net
|
(0.3
|
)
|
(0.8
|
)
|
(0.7
|
)
|
Effective income tax rate
|
22.8
|
%
|
129.1
|
%
|
30.0
|
%
|
(1)
|
2018 includes one-time Tax Reform benefits of
$94 million
for amounts that were considered provisional pursuant to SAB 118. 2017 includes the one-time
$22,594 million
charge for Tax Reform.
|
In millions of dollars
|
2018
|
2017
|
||||
Deferred tax assets
|
|
|
|
|
||
Credit loss deduction
|
$
|
3,419
|
|
$
|
3,423
|
|
Deferred compensation and employee benefits
|
1,975
|
|
1,585
|
|
||
Repositioning and settlement reserves
|
428
|
|
454
|
|
||
U.S. tax on non-U.S. earnings
|
2,080
|
|
2,452
|
|
||
Investment and loan basis differences
|
4,891
|
|
3,384
|
|
||
Cash flow hedges
|
240
|
|
233
|
|
||
Tax credit and net operating loss carry-forwards
|
20,759
|
|
21,575
|
|
||
Fixed assets and leases
|
1,006
|
|
1,090
|
|
||
Other deferred tax assets
|
2,145
|
|
1,988
|
|
||
Gross deferred tax assets
|
$
|
36,943
|
|
$
|
36,184
|
|
Valuation allowance
|
$
|
9,258
|
|
$
|
9,387
|
|
Deferred tax assets after valuation allowance
|
$
|
27,685
|
|
$
|
26,797
|
|
Deferred tax liabilities
|
|
|
|
|
||
Intangibles
|
$
|
(975
|
)
|
$
|
(1,247
|
)
|
Debt issuances
|
(530
|
)
|
(294
|
)
|
||
Non-U.S. withholding taxes
|
(1,040
|
)
|
(668
|
)
|
||
Interest-related items
|
(594
|
)
|
(562
|
)
|
||
Other deferred tax liabilities
|
(1,643
|
)
|
(1,545
|
)
|
||
Gross deferred tax liabilities
|
$
|
(4,782
|
)
|
$
|
(4,316
|
)
|
Net deferred tax assets
|
$
|
22,903
|
|
$
|
22,481
|
|
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Total unrecognized tax benefits at January 1
|
$
|
1,013
|
|
$
|
1,092
|
|
$
|
1,235
|
|
Net amount of increases for current year’s tax positions
|
40
|
|
43
|
|
34
|
|
|||
Gross amount of increases for prior years’ tax positions
|
46
|
|
324
|
|
273
|
|
|||
Gross amount of decreases for prior years’ tax positions
|
(174
|
)
|
(246
|
)
|
(225
|
)
|
|||
Amounts of decreases relating to settlements
|
(283
|
)
|
(199
|
)
|
(174
|
)
|
|||
Reductions due to lapse of statutes of limitation
|
(23
|
)
|
(11
|
)
|
(21
|
)
|
|||
Foreign exchange, acquisitions and dispositions
|
(12
|
)
|
10
|
|
(30
|
)
|
|||
Total unrecognized tax benefits at December 31
|
$
|
607
|
|
$
|
1,013
|
|
$
|
1,092
|
|
|
2018
|
2017
|
2016
|
|||||||||||||||
In millions of dollars
|
Pretax
|
Net of tax
|
Pretax
|
Net of tax
|
Pretax
|
Net of tax
|
||||||||||||
Total interest and penalties on the Consolidated Balance Sheet at January 1
|
$
|
121
|
|
$
|
101
|
|
$
|
260
|
|
$
|
164
|
|
$
|
233
|
|
$
|
146
|
|
Total interest and penalties in the Consolidated Statement of Income
|
6
|
|
6
|
|
5
|
|
21
|
|
105
|
|
68
|
|
||||||
Total interest and penalties on the Consolidated Balance Sheet at December 31
(1)
|
103
|
|
85
|
|
121
|
|
101
|
|
260
|
|
164
|
|
(1)
|
Includes
$2 million
,
$3 million
and
$3 million
for non-U.S. penalties in 2018, 2017 and 2016. Also includes
$1 million
,
$3 million
and
$3 million
for state penalties in 2018, 2017 and 2016.
|
Jurisdiction
|
Tax year
|
United States
|
2014
|
Mexico
|
2013
|
New York State and City
|
2009
|
United Kingdom
|
2015
|
India
|
2015
|
Singapore
|
2011
|
Hong Kong
|
2012
|
Ireland
|
2014
|
In billions of dollars
|
|
|
||||
Jurisdiction/component
(1)
|
DTAs balance December 31, 2018
|
DTAs balance December 31, 2017
|
||||
U.S. federal
(2)
|
|
|
|
|
||
Net operating losses (NOLs)
(3)
|
$
|
2.6
|
|
$
|
2.3
|
|
Foreign tax credits (FTCs)
|
6.8
|
|
7.6
|
|
||
General business credits (GBCs)
|
1.0
|
|
1.4
|
|
||
Future tax deductions and credits
|
6.7
|
|
4.8
|
|
||
Total U.S. federal
|
$
|
17.1
|
|
$
|
16.1
|
|
State and local
|
|
|
|
|
||
New York NOLs
|
$
|
2.0
|
|
$
|
2.3
|
|
Other state NOLs
|
0.2
|
|
0.2
|
|
||
Future tax deductions
|
1.4
|
|
1.3
|
|
||
Total state and local
|
$
|
3.6
|
|
$
|
3.8
|
|
Non-U.S.
|
|
|
|
|
||
NOLs
|
$
|
0.6
|
|
$
|
0.6
|
|
Future tax deductions
|
1.6
|
|
2.0
|
|
||
Total non-U.S.
|
$
|
2.2
|
|
$
|
2.6
|
|
Total
|
$
|
22.9
|
|
$
|
22.5
|
|
(1)
|
All amounts are net of valuation allowances.
|
(2)
|
Included in the net U.S. federal DTAs of
$17.1 billion
as of December 31, 2018 were deferred tax liabilities of
$2.8 billion
that will reverse in the relevant carry-forward period and may be used to support the DTAs.
|
(3)
|
Consists of non-consolidated tax return NOL carry-forwards that are eventually expected to be utilized in Citigroup’s consolidated tax return.
|
In billions of dollars
|
|
|||||
Year of expiration
|
December 31, 2018
|
December 31, 2017
|
||||
U.S. tax return foreign tax credit carry-forwards
(1)
|
|
|
|
|
||
2018
|
$
|
—
|
|
$
|
0.4
|
|
2019
|
0.9
|
|
1.3
|
|
||
2020
|
2.6
|
|
3.2
|
|
||
2021
|
1.8
|
|
2.0
|
|
||
2022
|
3.3
|
|
3.4
|
|
||
2023
(2)
|
0.4
|
|
0.4
|
|
||
2025
(2)
|
1.4
|
|
1.4
|
|
||
2027
(2)
|
1.1
|
|
1.2
|
|
||
2028
|
1.3
|
|
—
|
|
||
Total U.S. tax return foreign tax credit carry-forwards
|
$
|
12.8
|
|
$
|
13.3
|
|
U.S. tax return general business credit carry-forwards
|
|
|
|
|
||
2032
|
$
|
—
|
|
$
|
0.2
|
|
2033
|
—
|
|
0.3
|
|
||
2034
|
—
|
|
0.2
|
|
||
2035
|
—
|
|
0.2
|
|
||
2036
|
0.1
|
|
0.2
|
|
||
2037
|
0.4
|
|
0.3
|
|
||
2038
|
0.5
|
|
—
|
|
||
Total U.S. tax return general business credit carry-forwards
|
$
|
1.0
|
|
$
|
1.4
|
|
U.S. subsidiary separate federal NOL carry-forwards
|
|
|
|
|
||
2027
|
$
|
0.2
|
|
$
|
0.2
|
|
2028
|
0.1
|
|
0.1
|
|
||
2030
|
0.3
|
|
0.3
|
|
||
2032
|
0.1
|
|
0.1
|
|
||
2033
|
1.6
|
|
1.6
|
|
||
2034
|
2.1
|
|
2.3
|
|
||
2035
|
3.3
|
|
3.3
|
|
||
2036
|
2.1
|
|
2.1
|
|
||
2037
|
1.0
|
|
1.0
|
|
||
Unlimited carry-forward period
|
1.7
|
|
—
|
|
||
Total U.S. subsidiary separate federal NOL carry-forwards
(3)
|
$
|
12.5
|
|
$
|
11.0
|
|
New York State NOL carry-forwards
(3)
|
|
|
|
|
||
2034
|
$
|
11.7
|
|
$
|
13.6
|
|
New York City NOL carry-forwards
(3)
|
|
|
|
|
||
2034
|
$
|
11.5
|
|
$
|
13.1
|
|
Non-U.S. NOL carry-forwards
(1)
|
|
|
|
|
||
Various
|
$
|
2.0
|
|
$
|
2.0
|
|
(1)
|
Before valuation allowance.
|
(2)
|
The
$2.9
billion in FTC carry-forwards that expire in 2023, 2025 and 2027 are in a non-consolidated tax return entity but will be utilized (net of valuation allowances) in Citigroup’s consolidated tax return.
|
(3)
|
Pretax.
|
In millions, except per share amounts
|
2018
|
2017
|
2016
|
||||||
Income (loss) from continuing operations before attribution of noncontrolling interests
|
$
|
18,088
|
|
$
|
(6,627
|
)
|
$
|
15,033
|
|
Less: Noncontrolling interests from continuing operations
|
35
|
|
60
|
|
63
|
|
|||
Net income (loss) from continuing operations (for EPS purposes)
|
$
|
18,053
|
|
$
|
(6,687
|
)
|
$
|
14,970
|
|
Income (loss) from discontinued operations, net of taxes
|
(8
|
)
|
(111
|
)
|
(58
|
)
|
|||
Citigroup's net income (loss)
|
$
|
18,045
|
|
$
|
(6,798
|
)
|
$
|
14,912
|
|
Less: Preferred dividends
(1)
|
1,173
|
|
1,213
|
|
1,077
|
|
|||
Net income (loss) available to common shareholders
|
$
|
16,872
|
|
$
|
(8,011
|
)
|
$
|
13,835
|
|
Less: Dividends and undistributed earnings allocated to employee restricted and deferred shares with nonforfeitable rights to dividends, applicable to basic EPS
|
200
|
|
37
|
|
195
|
|
|||
Net income (loss) allocated to common shareholders for basic and diluted EPS
|
$
|
16,672
|
|
$
|
(8,048
|
)
|
$
|
13,640
|
|
Weighted-average common shares outstanding applicable to basic EPS
(in millions)
|
2,493.3
|
|
2,698.5
|
|
2,888.1
|
|
|||
Effect of dilutive securities
|
|
|
|
|
|||||
Options
(2)
|
0.1
|
|
—
|
|
0.1
|
|
|||
Other employee plans
|
1.4
|
|
—
|
|
0.1
|
|
|||
Adjusted weighted-average common shares outstanding applicable to diluted EPS
(3)
|
2,494.8
|
|
2,698.5
|
|
2,888.3
|
|
|||
Basic earnings per share
(4)
|
|
|
|
|
|||||
Income (loss) from continuing operations
|
$
|
6.69
|
|
$
|
(2.94
|
)
|
$
|
4.74
|
|
Discontinued operations
|
—
|
|
(0.04
|
)
|
(0.02
|
)
|
|||
Net income (loss)
|
$
|
6.69
|
|
$
|
(2.98
|
)
|
$
|
4.72
|
|
Diluted earnings per share
(4)
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
6.69
|
|
$
|
(2.94
|
)
|
$
|
4.74
|
|
Discontinued operations
|
—
|
|
(0.04
|
)
|
(0.02
|
)
|
|||
Net income (loss)
|
$
|
6.68
|
|
$
|
(2.98
|
)
|
$
|
4.72
|
|
(1)
|
See Note
20
to the Consolidated Financial Statements for the potential future impact of preferred stock dividends.
|
(2)
|
During
2018
,
2017
and
2016
, weighted-average options to purchase
0.5 million
,
0.8 million
and
4.2 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
$145.69
,
$204.80
and
$98.01
per share, respectively, were anti-dilutive.
|
(3)
|
Due to rounding, common shares outstanding applicable to basic EPS and the effect of dilutive securities may not sum to common shares outstanding applicable to diluted EPS.
|
(4)
|
Due to rounding, earnings per share on continuing operations and discontinued operations may not sum to earnings per share on net income.
|
|
December 31,
|
December 31,
|
||||
In millions of dollars
|
2018
|
2017
|
||||
Federal funds sold
|
$
|
—
|
|
$
|
—
|
|
Securities purchased under agreements to resell
|
159,364
|
|
130,984
|
|
||
Deposits paid for securities borrowed
|
111,320
|
|
101,494
|
|
||
Total
(1)
|
$
|
270,684
|
|
$
|
232,478
|
|
|
December 31,
|
December 31,
|
||||
In millions of dollars
|
2018
|
2017
|
||||
Federal funds purchased
|
$
|
—
|
|
$
|
326
|
|
Securities sold under agreements to repurchase
|
166,090
|
|
142,646
|
|
||
Deposits received for securities loaned
|
11,678
|
|
13,305
|
|
||
Total
(1)
|
$
|
177,768
|
|
$
|
156,277
|
|
(1)
|
The above tables do not include securities-for-securities lending transactions of
$15.9 billion
and
$14.0 billion
at December 31, 2018 and 2017, respectively, where the Company acts as lender and receives securities that can be sold or pledged as collateral. In these transactions, the Company recognizes the securities received at fair value within
Other assets
and the obligation to return those securities as a liability within
Brokerage payables
.
|
|
As of December 31, 2018
|
||||||||||||||
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
|
$
|
246,788
|
|
$
|
87,424
|
|
$
|
159,364
|
|
$
|
124,557
|
|
$
|
34,807
|
|
Deposits paid for securities borrowed
|
111,320
|
|
—
|
|
111,320
|
|
35,766
|
|
75,554
|
|
|||||
Total
|
$
|
358,108
|
|
$
|
87,424
|
|
$
|
270,684
|
|
$
|
160,323
|
|
$
|
110,361
|
|
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
|
$
|
253,514
|
|
$
|
87,424
|
|
$
|
166,090
|
|
$
|
82,823
|
|
$
|
83,267
|
|
Deposits received for securities loaned
|
11,678
|
|
—
|
|
11,678
|
|
3,415
|
|
8,263
|
|
|||||
Total
|
$
|
265,192
|
|
$
|
87,424
|
|
$
|
177,768
|
|
$
|
86,238
|
|
$
|
91,530
|
|
|
As of December 31, 2017
|
||||||||||||||
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
|
$
|
204,460
|
|
$
|
73,476
|
|
$
|
130,984
|
|
$
|
103,022
|
|
$
|
27,962
|
|
Deposits paid for securities borrowed
|
101,494
|
|
—
|
|
101,494
|
|
22,271
|
|
79,223
|
|
|||||
Total
|
$
|
305,954
|
|
$
|
73,476
|
|
$
|
232,478
|
|
$
|
125,293
|
|
$
|
107,185
|
|
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
|
$
|
216,122
|
|
$
|
73,476
|
|
$
|
142,646
|
|
$
|
73,716
|
|
$
|
68,930
|
|
Deposits received for securities loaned
|
13,305
|
|
—
|
|
13,305
|
|
4,079
|
|
9,226
|
|
|||||
Total
|
$
|
229,427
|
|
$
|
73,476
|
|
$
|
155,951
|
|
$
|
77,795
|
|
$
|
78,156
|
|
(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 December 31, 2018
|
||||||||||||||
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
|
$
|
108,405
|
|
$
|
70,850
|
|
$
|
29,898
|
|
$
|
44,361
|
|
$
|
253,514
|
|
Deposits received for securities loaned
|
6,296
|
|
774
|
|
2,626
|
|
1,982
|
|
11,678
|
|
|||||
Total
|
$
|
114,701
|
|
$
|
71,624
|
|
$
|
32,524
|
|
$
|
46,343
|
|
$
|
265,192
|
|
|
As of December 31, 2017
|
||||||||||||||
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
|
$
|
82,073
|
|
$
|
68,372
|
|
$
|
33,846
|
|
$
|
31,831
|
|
$
|
216,122
|
|
Deposits received for securities loaned
|
9,946
|
|
266
|
|
1,912
|
|
1,181
|
|
13,305
|
|
|||||
Total
|
$
|
92,019
|
|
$
|
68,638
|
|
$
|
35,758
|
|
$
|
33,012
|
|
$
|
229,427
|
|
|
As of December 31, 2018
|
||||||||
In millions of dollars
|
Repurchase agreements
|
Securities lending agreements
|
Total
|
||||||
U.S. Treasury and federal agency securities
|
$
|
86,785
|
|
$
|
41
|
|
$
|
86,826
|
|
State and municipal securities
|
2,605
|
|
—
|
|
2,605
|
|
|||
Foreign government securities
|
99,131
|
|
179
|
|
99,310
|
|
|||
Corporate bonds
|
21,719
|
|
749
|
|
22,468
|
|
|||
Equity securities
|
12,920
|
|
10,664
|
|
23,584
|
|
|||
Mortgage-backed securities
|
19,421
|
|
—
|
|
19,421
|
|
|||
Asset-backed securities
|
6,207
|
|
—
|
|
6,207
|
|
|||
Other
|
4,726
|
|
45
|
|
4,771
|
|
|||
Total
|
$
|
253,514
|
|
$
|
11,678
|
|
$
|
265,192
|
|
|
As of December 31, 2017
|
||||||||
In millions of dollars
|
Repurchase agreements
|
Securities lending agreements
|
Total
|
||||||
U.S. Treasury and federal agency securities
|
$
|
58,774
|
|
$
|
—
|
|
$
|
58,774
|
|
State and municipal securities
|
1,605
|
|
—
|
|
1,605
|
|
|||
Foreign government securities
|
89,576
|
|
105
|
|
89,681
|
|
|||
Corporate bonds
|
20,194
|
|
657
|
|
20,851
|
|
|||
Equity securities
|
20,724
|
|
11,907
|
|
32,631
|
|
|||
Mortgage-backed securities
|
17,791
|
|
—
|
|
17,791
|
|
|||
Asset-backed securities
|
5,479
|
|
—
|
|
5,479
|
|
|||
Other
|
1,979
|
|
636
|
|
2,615
|
|
|||
Total
|
$
|
216,122
|
|
$
|
13,305
|
|
$
|
229,427
|
|
|
December 31,
|
|||||
In millions of dollars
|
2018
|
2017
|
||||
Receivables from customers
|
$
|
14,415
|
|
$
|
19,215
|
|
Receivables from brokers, dealers and clearing organizations
|
21,035
|
|
19,169
|
|
||
Total brokerage receivables
(1)
|
$
|
35,450
|
|
$
|
38,384
|
|
Payables to customers
|
$
|
40,273
|
|
$
|
38,741
|
|
Payables to brokers, dealers and clearing organizations
|
24,298
|
|
22,601
|
|
||
Total brokerage payables
(1)
|
$
|
64,571
|
|
$
|
61,342
|
|
(1)
|
Includes brokerage receivables and payables recorded by Citi broker-dealer entities that are accounted for in accordance with the AICPA Accounting Guide for Brokers and Dealers in Securities as codified in ASC 940-320.
|
In millions of dollars
|
December 31, 2018
|
||
Debt securities available-for-sale (AFS)
|
$
|
288,038
|
|
Debt securities held-to-maturity (HTM)
(1)
|
63,357
|
|
|
Marketable equity securities carried at fair value
(2)
|
220
|
|
|
Non-marketable equity securities carried at fair value
(2)
|
889
|
|
|
Non-marketable equity securities measured using the measurement alternative
(3)
|
538
|
|
|
Non-marketable equity securities carried at cost
(4)
|
5,565
|
|
|
Total investments
|
$
|
358,607
|
|
In millions of dollars
|
December 31, 2017
|
||
Securities available-for-sale (AFS)
|
$
|
290,914
|
|
Debt securities held-to-maturity (HTM)
(1)
|
53,320
|
|
|
Non-marketable equity securities carried at fair value
(2)
|
1,206
|
|
|
Non-marketable equity securities carried at cost
(4)
|
6,850
|
|
|
Total investments
|
$
|
352,290
|
|
(1)
|
Carried at adjusted amortized cost basis, net of any credit-related impairment.
|
(2)
|
Unrealized gains and losses are recognized in earnings.
|
(3)
|
Impairment losses and adjustments to the carrying value as a result of observable price changes are recognized in earnings.
|
(4)
|
Primarily consists of shares issued by the Federal Reserve Bank, Federal Home Loan Banks and certain exchanges of which Citigroup is a member.
|
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Taxable interest
|
$
|
8,704
|
|
$
|
7,538
|
|
$
|
6,858
|
|
Interest exempt from U.S. federal income tax
|
521
|
|
535
|
|
549
|
|
|||
Dividend income
|
269
|
|
222
|
|
175
|
|
|||
Total interest and dividend income
|
$
|
9,494
|
|
$
|
8,295
|
|
$
|
7,582
|
|
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Gross realized investment gains
|
$
|
682
|
|
$
|
1,039
|
|
$
|
1,460
|
|
Gross realized investment losses
|
(261
|
)
|
(261
|
)
|
(511
|
)
|
|||
Net realized gains on sale of investments
|
$
|
421
|
|
$
|
778
|
|
$
|
949
|
|
In millions of dollars
|
2018
|
2017
|
2016
|
|||||||
Carrying value of HTM debt securities sold
|
$
|
61
|
|
$
|
81
|
|
$
|
49
|
|
|
Net realized gain (loss) on sale of HTM debt securities
|
—
|
|
13
|
|
14
|
|
||||
Carrying value of debt securities reclassified to AFS
|
8
|
|
74
|
|
150
|
|
||||
OTTI losses on debt securities reclassified to AFS
|
—
|
|
—
|
|
(6
|
)
|
|
2018
|
2017
|
||||||||||||||||||||||
In millions of dollars
|
Amortized
cost
|
Gross
unrealized
gains
|
Gross
unrealized
losses
|
Fair
value
|
Amortized
cost
|
Gross
unrealized
gains
|
Gross
unrealized
losses
|
Fair
value
|
||||||||||||||||
Securities AFS
|
|
|
|
|
|
|
|
|
||||||||||||||||
Mortgage-backed securities
(1)
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. government-sponsored agency guaranteed
|
$
|
43,504
|
|
$
|
241
|
|
$
|
725
|
|
$
|
43,020
|
|
$
|
42,116
|
|
$
|
125
|
|
$
|
500
|
|
$
|
41,741
|
|
Prime
|
—
|
|
—
|
|
—
|
|
—
|
|
11
|
|
6
|
|
—
|
|
17
|
|
||||||||
Alt-A
|
1
|
|
—
|
|
—
|
|
1
|
|
26
|
|
90
|
|
—
|
|
116
|
|
||||||||
Non-U.S. residential
|
1,310
|
|
4
|
|
2
|
|
1,312
|
|
2,744
|
|
13
|
|
6
|
|
2,751
|
|
||||||||
Commercial
|
173
|
|
1
|
|
2
|
|
172
|
|
334
|
|
—
|
|
2
|
|
332
|
|
||||||||
Total mortgage-backed securities
|
$
|
44,988
|
|
$
|
246
|
|
$
|
729
|
|
$
|
44,505
|
|
$
|
45,231
|
|
$
|
234
|
|
$
|
508
|
|
$
|
44,957
|
|
U.S. Treasury and federal agency securities
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury
|
$
|
109,376
|
|
$
|
33
|
|
$
|
1,339
|
|
$
|
108,070
|
|
$
|
108,344
|
|
$
|
77
|
|
$
|
971
|
|
$
|
107,450
|
|
Agency obligations
|
9,283
|
|
1
|
|
132
|
|
9,152
|
|
10,813
|
|
7
|
|
124
|
|
10,696
|
|
||||||||
Total U.S. Treasury and federal agency securities
|
$
|
118,659
|
|
$
|
34
|
|
$
|
1,471
|
|
$
|
117,222
|
|
$
|
119,157
|
|
$
|
84
|
|
$
|
1,095
|
|
$
|
118,146
|
|
State and municipal
(2)
|
$
|
9,372
|
|
$
|
96
|
|
$
|
262
|
|
$
|
9,206
|
|
$
|
8,870
|
|
$
|
140
|
|
$
|
245
|
|
$
|
8,765
|
|
Foreign government
|
100,872
|
|
415
|
|
596
|
|
100,691
|
|
100,615
|
|
508
|
|
590
|
|
100,533
|
|
||||||||
Corporate
|
11,714
|
|
42
|
|
157
|
|
11,599
|
|
14,144
|
|
51
|
|
86
|
|
14,109
|
|
||||||||
Asset-backed securities
(1)
|
845
|
|
2
|
|
4
|
|
843
|
|
3,906
|
|
14
|
|
2
|
|
3,918
|
|
||||||||
Other debt securities
|
3,973
|
|
—
|
|
1
|
|
3,972
|
|
297
|
|
—
|
|
—
|
|
297
|
|
||||||||
Total debt securities AFS
|
$
|
290,423
|
|
$
|
835
|
|
$
|
3,220
|
|
$
|
288,038
|
|
$
|
292,220
|
|
$
|
1,031
|
|
$
|
2,526
|
|
$
|
290,725
|
|
Marketable equity securities AFS
(3)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
186
|
|
$
|
4
|
|
$
|
1
|
|
$
|
189
|
|
Total securities AFS
|
$
|
290,423
|
|
$
|
835
|
|
$
|
3,220
|
|
$
|
288,038
|
|
$
|
292,406
|
|
$
|
1,035
|
|
$
|
2,527
|
|
$
|
290,914
|
|
(1)
|
The Company invests in mortgage- and asset-backed securities. These securitization entities 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- and asset-backed securitizations in which the Company has other involvement, see Note
21
to the Consolidated Financial Statements.
|
(2)
|
In the second quarter of 2017, Citi early adopted ASU 2017-08
, Receivable—Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities.
Upon adoption, a cumulative effect adjustment was recorded to reduce
Retained earnings
, effective January 1, 2017, for the incremental amortization of purchase premiums and cumulative fair value hedge adjustments on callable state and municipal debt securities. See Note 1 to the Consolidated Financial Statements.
|
(3)
|
Citi adopted ASU 2016-01 and ASU 2018-03 as of January 1, 2018, resulting in a cumulative effect adjustment from AOCI to
Retained earnings
for net unrealized gains on marketable equity securities AFS. The AFS category was eliminated for equity securities effective January 1, 2018. See Note 1 to the Consolidated Financial Statements for additional details.
|
|
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
|
||||||||||||
December 31, 2018
|
|
|
|
|
|
|
||||||||||||
Debt securities AFS
(1)
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
|
|
|
|
|
|
||||||||||||
U.S. government-sponsored agency guaranteed
|
$
|
4,022
|
|
$
|
286
|
|
$
|
13,143
|
|
$
|
439
|
|
$
|
17,165
|
|
$
|
725
|
|
Non-U.S. residential
|
284
|
|
2
|
|
2
|
|
—
|
|
286
|
|
2
|
|
||||||
Commercial
|
79
|
|
1
|
|
82
|
|
1
|
|
161
|
|
2
|
|
||||||
Total mortgage-backed securities
|
$
|
4,385
|
|
$
|
289
|
|
$
|
13,227
|
|
$
|
440
|
|
$
|
17,612
|
|
$
|
729
|
|
U.S. Treasury and federal agency securities
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury
|
$
|
8,389
|
|
$
|
42
|
|
$
|
77,883
|
|
$
|
1,297
|
|
$
|
86,272
|
|
$
|
1,339
|
|
Agency obligations
|
277
|
|
2
|
|
8,660
|
|
130
|
|
8,937
|
|
132
|
|
||||||
Total U.S. Treasury and federal agency securities
|
$
|
8,666
|
|
$
|
44
|
|
$
|
86,543
|
|
$
|
1,427
|
|
$
|
95,209
|
|
$
|
1,471
|
|
State and municipal
|
$
|
1,614
|
|
$
|
34
|
|
$
|
1,303
|
|
$
|
228
|
|
$
|
2,917
|
|
$
|
262
|
|
Foreign government
|
40,655
|
|
265
|
|
15,053
|
|
331
|
|
55,708
|
|
596
|
|
||||||
Corporate
|
4,547
|
|
115
|
|
2,077
|
|
42
|
|
6,624
|
|
157
|
|
||||||
Asset-backed securities
|
441
|
|
4
|
|
55
|
|
—
|
|
496
|
|
4
|
|
||||||
Other debt securities
|
1,790
|
|
1
|
|
—
|
|
—
|
|
1,790
|
|
1
|
|
||||||
Total debt securities AFS
|
$
|
62,098
|
|
$
|
752
|
|
$
|
118,258
|
|
$
|
2,468
|
|
$
|
180,356
|
|
$
|
3,220
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Securities AFS
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. government-sponsored agency guaranteed
|
$
|
30,994
|
|
$
|
438
|
|
$
|
2,206
|
|
$
|
62
|
|
$
|
33,200
|
|
$
|
500
|
|
Non-U.S. residential
|
753
|
|
6
|
|
—
|
|
—
|
|
753
|
|
6
|
|
||||||
Commercial
|
150
|
|
1
|
|
57
|
|
1
|
|
207
|
|
2
|
|
||||||
Total mortgage-backed securities
|
$
|
31,897
|
|
$
|
445
|
|
$
|
2,263
|
|
$
|
63
|
|
$
|
34,160
|
|
$
|
508
|
|
U.S. Treasury and federal agency securities
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. Treasury
|
$
|
79,050
|
|
$
|
856
|
|
$
|
7,404
|
|
$
|
115
|
|
$
|
86,454
|
|
$
|
971
|
|
Agency obligations
|
8,857
|
|
110
|
|
1,163
|
|
14
|
|
10,020
|
|
124
|
|
||||||
Total U.S. Treasury and federal agency securities
|
$
|
87,907
|
|
$
|
966
|
|
$
|
8,567
|
|
$
|
129
|
|
$
|
96,474
|
|
$
|
1,095
|
|
State and municipal
|
$
|
1,009
|
|
$
|
11
|
|
$
|
1,155
|
|
$
|
234
|
|
$
|
2,164
|
|
$
|
245
|
|
Foreign government
|
53,206
|
|
356
|
|
9,051
|
|
234
|
|
62,257
|
|
590
|
|
||||||
Corporate
|
6,737
|
|
74
|
|
859
|
|
12
|
|
7,596
|
|
86
|
|
||||||
Asset-backed securities
|
449
|
|
1
|
|
25
|
|
1
|
|
474
|
|
2
|
|
||||||
Other debt securities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Marketable equity securities AFS
(1)
|
11
|
|
1
|
|
—
|
|
—
|
|
11
|
|
1
|
|
||||||
Total securities AFS
|
$
|
181,216
|
|
$
|
1,854
|
|
$
|
21,920
|
|
$
|
673
|
|
$
|
203,136
|
|
$
|
2,527
|
|
(1)
|
Citi adopted ASU 2016-01 and ASU 2018-03 as of January 1, 2018, resulting in a cumulative effect adjustment from AOCI to
Retained earnings
for net unrealized gains on marketable equity securities AFS. The AFS category was eliminated for equity securities effective January 1, 2018. See Note 1 to the Consolidated Financial Statements for additional details.
|
|
December 31,
|
|||||||||||
|
2018
|
2017
|
||||||||||
In millions of dollars
|
Amortized
cost
|
Fair
value
|
Amortized
cost
|
Fair
value
|
||||||||
Mortgage-backed securities
(1)
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
14
|
|
$
|
14
|
|
$
|
45
|
|
$
|
45
|
|
After 1 but within 5 years
|
662
|
|
661
|
|
1,306
|
|
1,304
|
|
||||
After 5 but within 10 years
|
2,779
|
|
2,828
|
|
1,376
|
|
1,369
|
|
||||
After 10 years
(2)
|
41,533
|
|
41,002
|
|
42,504
|
|
42,239
|
|
||||
Total
|
$
|
44,988
|
|
$
|
44,505
|
|
$
|
45,231
|
|
$
|
44,957
|
|
U.S. Treasury and federal agency securities
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
41,941
|
|
$
|
41,867
|
|
$
|
4,913
|
|
$
|
4,907
|
|
After 1 but within 5 years
|
76,139
|
|
74,800
|
|
111,236
|
|
110,238
|
|
||||
After 5 but within 10 years
|
489
|
|
462
|
|
3,008
|
|
3,001
|
|
||||
After 10 years
(2)
|
90
|
|
93
|
|
—
|
|
—
|
|
||||
Total
|
$
|
118,659
|
|
$
|
117,222
|
|
$
|
119,157
|
|
$
|
118,146
|
|
State and municipal
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
2,586
|
|
$
|
2,586
|
|
$
|
1,792
|
|
$
|
1,792
|
|
After 1 but within 5 years
|
1,676
|
|
1,675
|
|
2,579
|
|
2,576
|
|
||||
After 5 but within 10 years
|
585
|
|
602
|
|
514
|
|
528
|
|
||||
After 10 years
(2)
|
4,525
|
|
4,343
|
|
3,985
|
|
3,869
|
|
||||
Total
|
$
|
9,372
|
|
$
|
9,206
|
|
$
|
8,870
|
|
$
|
8,765
|
|
Foreign government
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
39,078
|
|
$
|
39,028
|
|
$
|
32,130
|
|
$
|
32,100
|
|
After 1 but within 5 years
|
50,125
|
|
49,962
|
|
53,034
|
|
53,165
|
|
||||
After 5 but within 10 years
|
10,153
|
|
10,149
|
|
12,949
|
|
12,680
|
|
||||
After 10 years
(2)
|
1,516
|
|
1,552
|
|
2,502
|
|
2,588
|
|
||||
Total
|
$
|
100,872
|
|
$
|
100,691
|
|
$
|
100,615
|
|
$
|
100,533
|
|
All other
(3)
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
6,166
|
|
$
|
6,166
|
|
$
|
3,998
|
|
$
|
3,991
|
|
After 1 but within 5 years
|
8,459
|
|
8,416
|
|
9,047
|
|
9,027
|
|
||||
After 5 but within 10 years
|
1,474
|
|
1,427
|
|
3,415
|
|
3,431
|
|
||||
After 10 years
(2)
|
433
|
|
405
|
|
1,887
|
|
1,875
|
|
||||
Total
|
$
|
16,532
|
|
$
|
16,414
|
|
$
|
18,347
|
|
$
|
18,324
|
|
Total debt securities AFS
|
$
|
290,423
|
|
$
|
288,038
|
|
$
|
292,220
|
|
$
|
290,725
|
|
(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
|
Carrying
value
|
Gross
unrealized
gains
|
Gross
unrealized
losses
|
Fair
value
|
||||||||
December 31, 2018
|
|
|
|
|
||||||||
Debt securities HTM
|
|
|
|
|
||||||||
Mortgage-backed securities
(1)(2)
|
|
|
|
|
||||||||
U.S. government agency guaranteed
|
$
|
34,239
|
|
$
|
199
|
|
$
|
578
|
|
$
|
33,860
|
|
Alt-A
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Non-U.S. residential
|
1,339
|
|
12
|
|
1
|
|
1,350
|
|
||||
Commercial
|
368
|
|
—
|
|
—
|
|
368
|
|
||||
Total mortgage-backed securities
|
$
|
35,946
|
|
$
|
211
|
|
$
|
579
|
|
$
|
35,578
|
|
State and municipal
|
$
|
7,628
|
|
$
|
167
|
|
$
|
138
|
|
$
|
7,657
|
|
Foreign government
|
1,027
|
|
—
|
|
24
|
|
1,003
|
|
||||
Asset-backed securities
(1)
|
18,756
|
|
8
|
|
112
|
|
18,652
|
|
||||
Total debt securities HTM
|
$
|
63,357
|
|
$
|
386
|
|
$
|
853
|
|
$
|
62,890
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
||||
Debt securities HTM
|
|
|
|
|
|
|
|
|
||||
Mortgage-backed securities
(1)
|
|
|
|
|
|
|
|
|
||||
U.S. government agency guaranteed
|
$
|
23,880
|
|
$
|
40
|
|
$
|
157
|
|
$
|
23,763
|
|
Alt-A
|
141
|
|
57
|
|
—
|
|
198
|
|
||||
Non-U.S. residential
|
1,841
|
|
65
|
|
—
|
|
1,906
|
|
||||
Commercial
|
237
|
|
—
|
|
—
|
|
237
|
|
||||
Total mortgage-backed securities
|
$
|
26,099
|
|
$
|
162
|
|
$
|
157
|
|
$
|
26,104
|
|
State and municipal
(3)
|
$
|
8,897
|
|
$
|
378
|
|
$
|
73
|
|
$
|
9,202
|
|
Foreign government
|
740
|
|
—
|
|
18
|
|
722
|
|
||||
Asset-backed securities
(1)
|
17,584
|
|
162
|
|
22
|
|
17,724
|
|
||||
Total debt securities HTM
|
$
|
53,320
|
|
$
|
702
|
|
$
|
270
|
|
$
|
53,752
|
|
(1)
|
The Company invests in mortgage- and asset-backed securities. These securitization entities 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- and asset-backed securitizations in which the Company has other involvement, see Note
21
to the Consolidated Financial Statements.
|
(2)
|
In November 2018, Citibank transferred
$10 billion
of agency residential mortgage-backed securities (RMBS) and commercial mortgage-backed securities (CMBS) from AFS classification to HTM classification in accordance with ASC 320. At the time of transfer, the securities were in an unrealized loss position of
$598 million
. This amount will remain in AOCI and be amortized over the remaining life of the securities.
|
(3)
|
In the second quarter of 2017, Citi early adopted ASU 2017-08.
Upon adoption, a cumulative effect adjustment was recorded to reduce
Retained earnings
, effective January 1, 2017, for the incremental amortization of purchase premiums and cumulative fair value hedge adjustments that would have been recorded under the ASU on callable state and municipal debt securities. See Note 1 to the Consolidated Financial Statements.
|
|
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 |
||||||||||||
December 31, 2018
|
|
|
|
|
|
|
||||||||||||
Debt securities HTM
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
$
|
2,822
|
|
$
|
20
|
|
$
|
18,086
|
|
$
|
559
|
|
$
|
20,908
|
|
$
|
579
|
|
State and municipal
|
981
|
|
34
|
|
1,242
|
|
104
|
|
2,223
|
|
138
|
|
||||||
Foreign government
|
1,003
|
|
24
|
|
—
|
|
—
|
|
1,003
|
|
24
|
|
||||||
Asset-backed securities
|
13,008
|
|
112
|
|
—
|
|
—
|
|
13,008
|
|
112
|
|
||||||
Total debt securities HTM
|
$
|
17,814
|
|
$
|
190
|
|
$
|
19,328
|
|
$
|
663
|
|
$
|
37,142
|
|
$
|
853
|
|
December 31, 2017
|
|
|
|
|
|
|
||||||||||||
Debt securities HTM
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
$
|
8,569
|
|
$
|
50
|
|
$
|
6,353
|
|
$
|
107
|
|
$
|
14,922
|
|
$
|
157
|
|
State and municipal
|
353
|
|
5
|
|
835
|
|
68
|
|
1,188
|
|
73
|
|
||||||
Foreign government
|
723
|
|
18
|
|
—
|
|
—
|
|
723
|
|
18
|
|
||||||
Asset-backed securities
|
71
|
|
3
|
|
134
|
|
19
|
|
205
|
|
22
|
|
||||||
Total debt securities HTM
|
$
|
9,716
|
|
$
|
76
|
|
$
|
7,322
|
|
$
|
194
|
|
$
|
17,038
|
|
$
|
270
|
|
|
December 31,
|
|||||||||||
|
2018
|
2017
|
||||||||||
In millions of dollars
|
Carrying value
|
Fair value
|
Carrying value
|
Fair value
|
||||||||
Mortgage-backed securities
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
3
|
|
$
|
3
|
|
$
|
—
|
|
$
|
—
|
|
After 1 but within 5 years
|
539
|
|
540
|
|
720
|
|
720
|
|
||||
After 5 but within 10 years
|
997
|
|
1,011
|
|
148
|
|
149
|
|
||||
After 10 years
(1)
|
34,407
|
|
34,024
|
|
25,231
|
|
25,235
|
|
||||
Total
|
$
|
35,946
|
|
$
|
35,578
|
|
$
|
26,099
|
|
$
|
26,104
|
|
State and municipal
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
37
|
|
$
|
37
|
|
$
|
407
|
|
$
|
425
|
|
After 1 but within 5 years
|
168
|
|
174
|
|
259
|
|
270
|
|
||||
After 5 but within 10 years
|
540
|
|
544
|
|
512
|
|
524
|
|
||||
After 10 years
(1)
|
6,883
|
|
6,902
|
|
7,719
|
|
7,983
|
|
||||
Total
|
$
|
7,628
|
|
$
|
7,657
|
|
$
|
8,897
|
|
$
|
9,202
|
|
Foreign government
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
60
|
|
$
|
36
|
|
$
|
381
|
|
$
|
381
|
|
After 1 but within 5 years
|
967
|
|
967
|
|
359
|
|
341
|
|
||||
After 5 but within 10 years
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
After 10 years
(1)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Total
|
$
|
1,027
|
|
$
|
1,003
|
|
$
|
740
|
|
$
|
722
|
|
All other
(2)
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
After 1 but within 5 years
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
After 5 but within 10 years
|
2,535
|
|
2,539
|
|
1,669
|
|
1,680
|
|
||||
After 10 years
(1)
|
16,221
|
|
16,113
|
|
15,915
|
|
16,044
|
|
||||
Total
|
$
|
18,756
|
|
$
|
18,652
|
|
$
|
17,584
|
|
$
|
17,724
|
|
Total debt securities HTM
|
$
|
63,357
|
|
$
|
62,890
|
|
$
|
53,320
|
|
$
|
53,752
|
|
(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-
|
•
|
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
|
Year ended
December 31, 2018 |
|||||||||||
In millions of dollars
|
AFS
(1)
|
HTM
|
Other
assets
|
Total
|
||||||||
Impairment losses related to debt 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 debt securities that the Company does not intend to sell nor will likely be required to sell
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Impairment losses recognized in earnings for debt 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
|
125
|
|
—
|
|
—
|
|
125
|
|
||||
Total OTTI losses recognized in earnings
|
$
|
125
|
|
$
|
—
|
|
$
|
—
|
|
$
|
125
|
|
(1)
|
For the year ended December 31, 2018, amounts represent AFS debt securities. Effective January 1, 2018, the AFS category was eliminated for equity securities. See Note 1 to the Consolidated Financial Statements for additional details.
|
OTTI on Investments and Other Assets
|
Year ended
December 31, 2017 |
|||||||||||
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
|
$
|
2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2
|
|
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
|
$
|
2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2
|
|
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
|
59
|
|
2
|
|
—
|
|
61
|
|
||||
Total OTTI losses recognized in earnings
|
$
|
61
|
|
$
|
2
|
|
$
|
—
|
|
$
|
63
|
|
(1)
|
Includes OTTI on non-marketable equity securities.
|
OTTI on Investments and Other Assets
|
Year ended
December 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
|
$
|
3
|
|
$
|
1
|
|
$
|
—
|
|
$
|
4
|
|
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
|
$
|
3
|
|
$
|
1
|
|
$
|
—
|
|
$
|
4
|
|
Impairment losses recognized in earnings for securities that the Company intends to sell or more-likely-than-not will be required to sell before recovery
|
246
|
|
38
|
|
332
|
|
616
|
|
||||
Total OTTI losses recognized in earnings
|
$
|
249
|
|
$
|
39
|
|
$
|
332
|
|
$
|
620
|
|
(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 2016.
|
(3)
|
The impairment charge is related to the carrying value of an equity investment sold in 2016.
|
|
Cumulative OTTI credit losses recognized in earnings on debt securities still held
|
||||||||||||||
In millions of dollars
|
Dec. 31, 2017 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 (1) |
Dec. 31, 2018 balance
|
||||||||||
AFS debt securities
|
|
|
|
|
|
||||||||||
Mortgage-backed securities
(2)
|
$
|
38
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(37
|
)
|
$
|
1
|
|
State and municipal
|
4
|
|
—
|
|
—
|
|
(4
|
)
|
—
|
|
|||||
Foreign government securities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Corporate
|
4
|
|
—
|
|
—
|
|
—
|
|
4
|
|
|||||
All other debt securities
|
2
|
|
—
|
|
—
|
|
(2
|
)
|
—
|
|
|||||
Total OTTI credit losses recognized for AFS debt securities
|
$
|
48
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(43
|
)
|
$
|
5
|
|
HTM debt securities
|
|
|
|
|
|
||||||||||
Mortgage-backed securities
(3)
|
$
|
54
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(54
|
)
|
$
|
—
|
|
State and municipal
|
3
|
|
—
|
|
—
|
|
(3
|
)
|
—
|
|
|||||
Total OTTI credit losses recognized for HTM debt securities
|
$
|
57
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(57
|
)
|
$
|
—
|
|
(1)
|
Includes
$18 million
in cumulative OTTI reclassified from HTM to AFS due to the transfer of the related debt securities from HTM to AFS. Citi adopted ASU 2017-12,
Targeted Improvements to Accounting for Hedging Activities
, on January 1, 2018 and transferred approximately
$4 billion
of HTM debt securities into AFS classification as permitted as a one-time transfer under the standard.
|
(2)
|
Primarily consists of Prime securities.
|
(3)
|
Primarily consists of Alt-A securities.
|
|
Cumulative OTTI credit losses recognized in earnings on debt securities still held
|
||||||||||||||
In millions of dollars
|
Dec. 31, 2016 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 (1) |
Dec. 31, 2017 balance
|
||||||||||
AFS debt securities
|
|
|
|
|
|
||||||||||
Mortgage-backed securities
(1)(2)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
38
|
|
$
|
38
|
|
State and municipal
|
4
|
|
—
|
|
—
|
|
—
|
|
4
|
|
|||||
Foreign government securities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Corporate
|
5
|
|
—
|
|
—
|
|
(1
|
)
|
4
|
|
|||||
All other debt securities
|
22
|
|
—
|
|
2
|
|
(22
|
)
|
2
|
|
|||||
Total OTTI credit losses recognized for AFS debt securities
|
$
|
31
|
|
$
|
—
|
|
$
|
2
|
|
$
|
15
|
|
$
|
48
|
|
HTM debt securities
|
|
|
|
|
|
||||||||||
Mortgage-backed securities
(1) (3)
|
$
|
101
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(47
|
)
|
$
|
54
|
|
State and municipal
|
3
|
|
—
|
|
—
|
|
—
|
|
3
|
|
|||||
Total OTTI credit losses recognized for HTM debt securities
|
$
|
104
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(47
|
)
|
$
|
57
|
|
(1)
|
Includes
$38 million
in cumulative OTTI reclassified from HTM to AFS due to the transfer of the related securities from HTM to AFS.
|
(2)
|
Primarily consists of Prime securities.
|
(3)
|
Primarily consists of Alt-A securities.
|
•
|
a significant deterioration in the earnings performance, credit rating, asset quality or business prospects of the investee;
|
•
|
a significant adverse change in the regulatory, economic or technological environment of the investee;
|
•
|
a significant adverse change in the general market condition of either the geographical area or the industry in which the investee operates;
|
•
|
a bona fide offer to purchase, an offer by the investee to sell or a completed auction process for the same or similar investment for an amount less than the carrying amount of that investment; and
|
•
|
factors that raise significant concerns about the investee’s ability to continue as a going concern, such as negative cash flows from operations, working capital deficiencies or noncompliance with statutory capital requirements or debt covenants.
|
In millions of dollars
|
Year Ended
December 31, 2018 |
||
Measurement alternative:
|
|
||
Balance as of December 31, 2018
|
$
|
538
|
|
Impairment losses
(1)
|
7
|
|
|
Downward changes for observable prices
(1)
|
18
|
|
|
Upward changes for observable prices
(1)
|
219
|
|
(1)
|
See Note 24 to the Consolidated Financial Statements for additional information on these nonrecurring fair value measurements.
|
|
Fair value
|
Unfunded
commitments |
Redemption frequency
(if currently eligible)
monthly, quarterly, annually
|
Redemption
notice
period
|
||||||||||
In millions of dollars
|
December 31, 2018
|
December 31, 2017
|
December 31, 2018
|
December 31, 2017
|
|
|
||||||||
Hedge funds
|
$
|
—
|
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
Generally quarterly
|
10–95 days
|
Private equity funds
(1)
|
168
|
|
372
|
|
62
|
|
62
|
|
—
|
—
|
||||
Real estate funds
(2)
|
14
|
|
31
|
|
19
|
|
20
|
|
—
|
—
|
||||
Mutual/collective
investment funds
|
25
|
|
—
|
|
—
|
|
—
|
|
|
|
||||
Total
|
$
|
207
|
|
$
|
404
|
|
$
|
81
|
|
$
|
82
|
|
—
|
—
|
(1)
|
Private equity funds include funds that invest in infrastructure, emerging markets and venture capital.
|
(2)
|
Includes several real estate funds that invest primarily in commercial real estate in the U.S., Europe and Asia.
|
|
December 31,
|
|||||
In millions of dollars
|
2018
|
2017
|
||||
In U.S. offices
|
|
|
||||
Mortgage and real estate
(1)
|
$
|
60,127
|
|
$
|
65,467
|
|
Installment, revolving credit and other
|
3,398
|
|
3,398
|
|
||
Cards
|
143,788
|
|
139,006
|
|
||
Commercial and industrial
|
8,256
|
|
7,840
|
|
||
Total
|
$
|
215,569
|
|
$
|
215,711
|
|
In offices outside the U.S.
|
|
|
||||
Mortgage and real estate
(1)
|
$
|
43,379
|
|
$
|
44,081
|
|
Installment, revolving credit and other
|
27,609
|
|
26,556
|
|
||
Cards
|
25,400
|
|
26,257
|
|
||
Commercial and industrial
|
17,773
|
|
20,238
|
|
||
Lease financing
|
49
|
|
76
|
|
||
Total
|
$
|
114,210
|
|
$
|
117,208
|
|
Total consumer loans
|
$
|
329,779
|
|
$
|
332,919
|
|
Net unearned income
|
$
|
708
|
|
$
|
737
|
|
Consumer loans, net of unearned income
|
$
|
330,487
|
|
$
|
333,656
|
|
(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
(5)
|
$
|
45,953
|
|
$
|
420
|
|
$
|
253
|
|
$
|
786
|
|
$
|
47,412
|
|
$
|
583
|
|
$
|
549
|
|
Home equity loans
(6)(7)
|
11,135
|
|
161
|
|
247
|
|
—
|
|
11,543
|
|
527
|
|
—
|
|
|||||||
Credit cards
|
141,106
|
|
1,687
|
|
1,764
|
|
—
|
|
144,557
|
|
—
|
|
1,764
|
|
|||||||
Installment and other
|
3,394
|
|
43
|
|
16
|
|
—
|
|
3,453
|
|
22
|
|
—
|
|
|||||||
Commercial banking loans
|
9,662
|
|
20
|
|
46
|
|
—
|
|
9,728
|
|
109
|
|
—
|
|
|||||||
Total
|
$
|
211,250
|
|
$
|
2,331
|
|
$
|
2,326
|
|
$
|
786
|
|
$
|
216,693
|
|
$
|
1,241
|
|
$
|
2,313
|
|
In offices outside North America
|
|
|
|
|
|
|
|
||||||||||||||
Residential first mortgages
(5)
|
$
|
35,624
|
|
$
|
203
|
|
$
|
145
|
|
$
|
—
|
|
$
|
35,972
|
|
$
|
383
|
|
$
|
—
|
|
Credit cards
|
24,131
|
|
425
|
|
370
|
|
—
|
|
24,926
|
|
312
|
|
235
|
|
|||||||
Installment and other
|
25,085
|
|
254
|
|
107
|
|
—
|
|
25,446
|
|
152
|
|
—
|
|
|||||||
Commercial banking loans
|
27,345
|
|
51
|
|
53
|
|
—
|
|
27,449
|
|
138
|
|
—
|
|
|||||||
Total
|
$
|
112,185
|
|
$
|
933
|
|
$
|
675
|
|
$
|
—
|
|
$
|
113,793
|
|
$
|
985
|
|
$
|
235
|
|
Total
GCB
and
Corporate/Other
—Consumer
|
$
|
323,435
|
|
$
|
3,264
|
|
$
|
3,001
|
|
$
|
786
|
|
$
|
330,486
|
|
$
|
2,226
|
|
$
|
2,548
|
|
Other
(8)
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
—
|
|
—
|
|
|||||||
Total Citigroup
|
$
|
323,436
|
|
$
|
3,264
|
|
$
|
3,001
|
|
$
|
786
|
|
$
|
330,487
|
|
$
|
2,226
|
|
$
|
2,548
|
|
(1)
|
Loans less than
30
days past due are presented as current.
|
(2)
|
Includes
$20 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
$0.6 billion
.
|
(5)
|
Includes approximately
$0.1 billion
of residential first mortgage loans in process of foreclosure.
|
(6)
|
Includes approximately
$0.1 billion
of home equity loans in process of foreclosure.
|
(7)
|
Fixed-rate home equity loans and loans extended under home equity lines of credit, which are typically in junior lien positions.
|
(8)
|
Represents loans classified as consumer loans on the Consolidated Balance Sheet that are not included in
Corporate/Other
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
(5)
|
$
|
47,366
|
|
$
|
505
|
|
$
|
280
|
|
$
|
1,225
|
|
$
|
49,376
|
|
$
|
665
|
|
$
|
941
|
|
Home equity loans
(6)(7)
|
14,268
|
|
207
|
|
352
|
|
—
|
|
14,827
|
|
750
|
|
—
|
|
|||||||
Credit cards
|
136,588
|
|
1,528
|
|
1,613
|
|
—
|
|
139,729
|
|
—
|
|
1,596
|
|
|||||||
Installment and other
|
3,395
|
|
45
|
|
16
|
|
—
|
|
3,456
|
|
22
|
|
1
|
|
|||||||
Commercial banking loans
|
9,395
|
|
51
|
|
65
|
|
—
|
|
9,511
|
|
213
|
|
—
|
|
|||||||
Total
|
$
|
211,012
|
|
$
|
2,336
|
|
$
|
2,326
|
|
$
|
1,225
|
|
$
|
216,899
|
|
$
|
1,650
|
|
$
|
2,538
|
|
In offices outside North America
|
|
|
|
|
|
|
|
||||||||||||||
Residential first mortgages
(5)
|
$
|
37,062
|
|
$
|
209
|
|
$
|
148
|
|
$
|
—
|
|
$
|
37,419
|
|
$
|
400
|
|
$
|
—
|
|
Credit cards
|
24,934
|
|
427
|
|
366
|
|
—
|
|
25,727
|
|
323
|
|
259
|
|
|||||||
Installment and other
|
25,634
|
|
275
|
|
123
|
|
—
|
|
26,032
|
|
157
|
|
—
|
|
|||||||
Commercial banking loans
|
27,449
|
|
57
|
|
72
|
|
—
|
|
27,578
|
|
160
|
|
—
|
|
|||||||
Total
|
$
|
115,079
|
|
$
|
968
|
|
$
|
709
|
|
$
|
—
|
|
$
|
116,756
|
|
$
|
1,040
|
|
$
|
259
|
|
Total
GCB
and
Corporate/Other—
Consumer
|
$
|
326,091
|
|
$
|
3,304
|
|
$
|
3,035
|
|
$
|
1,225
|
|
$
|
333,655
|
|
$
|
2,690
|
|
$
|
2,797
|
|
Other
(8)
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
—
|
|
—
|
|
|||||||
Total Citigroup
|
$
|
326,092
|
|
$
|
3,304
|
|
$
|
3,035
|
|
$
|
1,225
|
|
$
|
333,656
|
|
$
|
2,690
|
|
$
|
2,797
|
|
(1)
|
Loans less than
30
days past due are presented as current.
|
(2)
|
Includes
$25 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
$1.0 billion
.
|
(5)
|
Includes approximately
$0.1 billion
of residential first mortgage loans in process of foreclosure.
|
(6)
|
Includes approximately
$0.1 billion
of home equity loans in process of foreclosure.
|
(7)
|
Fixed-rate home equity loans and loans extended under home equity lines of credit, which are typically in junior lien positions.
|
(8)
|
Represents loans classified as consumer loans on the Consolidated Balance Sheet that are not included in the
Corporate/Other
consumer credit metrics.
|
FICO score distribution in U.S. portfolio
(1)(2)
|
December 31, 2018
|
||||||||
In millions of dollars
|
Less than
680
|
680 to 760
|
Greater
than 760 |
||||||
Residential first mortgages
|
$
|
4,530
|
|
$
|
13,848
|
|
$
|
26,546
|
|
Home equity loans
|
2,438
|
|
4,296
|
|
4,471
|
|
|||
Credit cards
|
32,686
|
|
58,722
|
|
51,299
|
|
|||
Installment and other
|
625
|
|
1,097
|
|
1,121
|
|
|||
Total
|
$
|
40,279
|
|
$
|
77,963
|
|
$
|
83,437
|
|
FICO score distribution in U.S. portfolio
(1)(2)
|
December 31, 2017
|
||||||||
In millions of dollars
|
Less than
680
|
680 to 760
|
Greater
than 760 |
||||||
Residential first mortgages
|
$
|
5,603
|
|
$
|
14,423
|
|
$
|
26,271
|
|
Home equity loans
|
3,347
|
|
5,439
|
|
5,650
|
|
|||
Credit cards
|
30,875
|
|
56,443
|
|
48,989
|
|
|||
Installment and other
|
716
|
|
1,020
|
|
1,275
|
|
|||
Total
|
$
|
40,541
|
|
$
|
77,325
|
|
$
|
82,185
|
|
(1)
|
Excludes loans guaranteed by U.S. government entities, loans subject to long-term standby commitments (LTSC) 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)
|
December 31, 2018
|
||||||||
In millions of dollars
|
Less than or
equal to 80%
|
> 80% but less
than or equal to
100%
|
Greater
than
100%
|
||||||
Residential first mortgages
|
$
|
42,379
|
|
$
|
2,474
|
|
$
|
197
|
|
Home equity loans
|
9,465
|
|
1,287
|
|
390
|
|
|||
Total
|
$
|
51,844
|
|
$
|
3,761
|
|
$
|
587
|
|
LTV distribution in U.S. portfolio
(1)(2)
|
December 31, 2017
|
||||||||
In millions of dollars
|
Less than or
equal to 80%
|
> 80% but less
than or equal to
100%
|
Greater
than
100%
|
||||||
Residential first mortgages
|
$
|
43,626
|
|
$
|
2,578
|
|
$
|
247
|
|
Home equity loans
|
11,403
|
|
2,147
|
|
800
|
|
|||
Total
|
$
|
55,029
|
|
$
|
4,725
|
|
$
|
1,047
|
|
(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.
|
|
At and for the year ended December 31, 2018
|
||||||||||||||
In millions of dollars
|
Recorded
investment
(1)(2)
|
Unpaid
principal balance
|
Related
specific allowance
(3)
|
Average
carrying value
(4)
|
Interest income
recognized
(5)
|
||||||||||
Mortgage and real estate
|
|
|
|
|
|
||||||||||
Residential first mortgages
|
$
|
2,130
|
|
$
|
2,329
|
|
$
|
178
|
|
$
|
2,483
|
|
$
|
81
|
|
Home equity loans
|
684
|
|
946
|
|
122
|
|
698
|
|
12
|
|
|||||
Credit cards
|
1,818
|
|
1,842
|
|
677
|
|
1,815
|
|
105
|
|
|||||
Installment and other
|
|
|
|
|
|
||||||||||
Individual installment and other
|
400
|
|
434
|
|
146
|
|
414
|
|
22
|
|
|||||
Commercial banking
|
252
|
|
432
|
|
55
|
|
286
|
|
14
|
|
|||||
Total
|
$
|
5,284
|
|
$
|
5,983
|
|
$
|
1,178
|
|
$
|
5,696
|
|
$
|
234
|
|
(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)
|
$484 million
of residential first mortgages,
$263 million
of home equity loans and
$2 million
of commercial banking loans do not have a specific allowance.
|
(3)
|
Included in the
Allowance for loan losses
.
|
(4)
|
Average carrying value represents the average recorded investment ending balance for the last
four
quarters and does not include the related specific allowance.
|
(5)
|
Includes amounts recognized on both an accrual and cash basis.
|
|
At and for the year ended December 31, 2017
|
||||||||||||||
In millions of dollars
|
Recorded
investment
(1)(2)
|
Unpaid
principal balance
|
Related
specific allowance
(3)
|
Average
carrying
value
(4)
|
Interest income
recognized (5)(6) |
||||||||||
Mortgage and real estate
|
|
|
|
|
|
||||||||||
Residential first mortgages
|
$
|
2,877
|
|
$
|
3,121
|
|
$
|
278
|
|
$
|
3,155
|
|
$
|
119
|
|
Home equity loans
|
1,151
|
|
1,590
|
|
216
|
|
1,181
|
|
28
|
|
|||||
Credit cards
|
1,787
|
|
1,819
|
|
614
|
|
1,803
|
|
150
|
|
|||||
Installment and other
|
|
|
|
|
|
||||||||||
Individual installment and other
|
431
|
|
460
|
|
175
|
|
415
|
|
25
|
|
|||||
Commercial banking
|
334
|
|
541
|
|
51
|
|
429
|
|
20
|
|
|||||
Total
|
$
|
6,580
|
|
$
|
7,531
|
|
$
|
1,334
|
|
$
|
6,983
|
|
$
|
342
|
|
(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)
|
$607 million
of residential first mortgages,
$370 million
of home equity loans and
$10 million
of commercial banking loans do not have a specific allowance.
|
(3)
|
Included in the
Allowance for loan losses
.
|
(4)
|
Average carrying value represents the average recorded investment ending balance for the last
four
quarters and does not include the related specific allowance.
|
(5)
|
Includes amounts recognized on both an accrual and cash basis.
|
(6)
|
Interest income recognized for the year ended
December 31, 2016
was $
402 million
.
|
|
At and for the year ended December 31, 2018
|
|||||||||||||||
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
|
2,019
|
|
$
|
300
|
|
$
|
2
|
|
$
|
—
|
|
$
|
—
|
|
—
|
%
|
Home equity loans
|
1,381
|
|
130
|
|
5
|
|
—
|
|
—
|
|
1
|
|
||||
Credit cards
|
243,253
|
|
978
|
|
—
|
|
—
|
|
—
|
|
18
|
|
||||
Installment and other revolving
|
1,320
|
|
10
|
|
—
|
|
—
|
|
—
|
|
5
|
|
||||
Commercial banking
(6)
|
43
|
|
6
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Total
(8)
|
248,016
|
|
$
|
1,424
|
|
$
|
7
|
|
$
|
—
|
|
$
|
—
|
|
|
|
International
|
|
|
|
|
|
|
||||||||||
Residential first mortgages
|
2,572
|
|
$
|
85
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
—
|
%
|
Credit cards
|
77,823
|
|
323
|
|
—
|
|
—
|
|
9
|
|
16
|
|
||||
Installment and other revolving
|
30,344
|
|
182
|
|
—
|
|
—
|
|
7
|
|
10
|
|
||||
Commercial banking
(6)
|
526
|
|
70
|
|
—
|
|
—
|
|
—
|
|
1
|
|
||||
Total
(8)
|
111,265
|
|
$
|
660
|
|
$
|
—
|
|
$
|
—
|
|
$
|
16
|
|
|
|
|
At and for the year ended December 31, 2017
|
|||||||||||||||
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
|
4,063
|
|
$
|
580
|
|
$
|
6
|
|
$
|
—
|
|
$
|
2
|
|
1
|
%
|
Home equity loans
|
2,807
|
|
247
|
|
16
|
|
—
|
|
1
|
|
1
|
|
||||
Credit cards
|
230,042
|
|
880
|
|
—
|
|
—
|
|
—
|
|
17
|
|
||||
Installment and other revolving
|
1,088
|
|
8
|
|
—
|
|
—
|
|
—
|
|
5
|
|
||||
Commercial banking
(6)
|
112
|
|
117
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Total
(8)
|
238,112
|
|
$
|
1,832
|
|
$
|
22
|
|
$
|
—
|
|
$
|
3
|
|
|
|
International
|
|
|
|
|
|
|
||||||||||
Residential first mortgages
|
4,477
|
|
$
|
123
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
—
|
%
|
Credit cards
|
115,941
|
|
399
|
|
—
|
|
—
|
|
7
|
|
11
|
|
||||
Installment and other revolving
|
44,880
|
|
254
|
|
—
|
|
—
|
|
11
|
|
9
|
|
||||
Commercial banking
(6)
|
370
|
|
50
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Total
(8)
|
165,668
|
|
$
|
826
|
|
$
|
—
|
|
$
|
—
|
|
$
|
18
|
|
|
(1)
|
Post-modification balances include past due amounts that are capitalized at the modification date.
|
(2)
|
Post-modification balances in
North America
include $
38 million
of residential first mortgages and $
12 million
of home equity loans to borrowers who have gone through Chapter 7 bankruptcy in the year ended December 31,
2018
. These amounts include $
27 million
of residential first mortgages and $
10 million
of home equity loans that were newly classified as TDRs during 2018, based on previously received OCC guidance.
|
(3)
|
Represents portion of contractual loan principal that is non-interest bearing, but still due from the borrower. Such deferred principal is charged off at the time of permanent modification to the extent that the related loan balance exceeds the underlying collateral value.
|
(4)
|
Represents portion of contractual loan principal that is non-interest bearing and, depending upon borrower performance, eligible for forgiveness.
|
(5)
|
Represents portion of contractual loan principal that was forgiven at the time of permanent modification.
|
(6)
|
Commercial banking loans are generally borrower-specific modifications and incorporate changes in the amount and/or timing of principal and/or interest.
|
(7)
|
Post-modification balances in
North America
include $
53 million
of residential first mortgages and $
21 million
of home equity loans to borrowers who have gone through Chapter 7 bankruptcy in the year ended
December 31, 2017
. These amounts include $
36 million
of residential first mortgages and $
18 million
of home equity loans that were newly classified as TDRs during 2017, based on previously received OCC guidance.
|
(8)
|
The above tables reflect activity for loans outstanding that were considered TDRs as of the end of the reporting period.
|
|
Years ended December 31,
|
|||||
In millions of dollars
|
2018
|
2017
|
||||
North America
|
|
|
||||
Residential first mortgages
|
$
|
136
|
|
$
|
253
|
|
Home equity loans
|
23
|
|
46
|
|
||
Credit cards
|
241
|
|
221
|
|
||
Installment and other revolving
|
3
|
|
2
|
|
||
Commercial banking
|
22
|
|
2
|
|
||
Total
|
$
|
425
|
|
$
|
524
|
|
International
|
|
|
||||
Residential first mortgages
|
$
|
9
|
|
$
|
11
|
|
Credit cards
|
198
|
|
185
|
|
||
Installment and other revolving
|
80
|
|
96
|
|
||
Commercial banking
|
17
|
|
1
|
|
||
Total
|
$
|
304
|
|
$
|
293
|
|
In millions of dollars
|
December 31,
2018 |
December 31,
2017 |
||||
In U.S. offices
|
|
|
||||
Commercial and industrial
|
$
|
52,063
|
|
$
|
51,319
|
|
Financial institutions
|
48,447
|
|
39,128
|
|
||
Mortgage and real estate
(1)
|
50,124
|
|
44,683
|
|
||
Installment, revolving credit and other
|
33,247
|
|
33,181
|
|
||
Lease financing
|
1,429
|
|
1,470
|
|
||
Total
|
$
|
185,310
|
|
$
|
169,781
|
|
In offices outside the U.S.
|
|
|
||||
Commercial and industrial
|
$
|
94,701
|
|
$
|
93,750
|
|
Financial institutions
|
36,837
|
|
35,273
|
|
||
Mortgage and real estate
(1)
|
7,376
|
|
7,309
|
|
||
Installment, revolving credit and other
|
25,684
|
|
22,638
|
|
||
Lease financing
|
103
|
|
190
|
|
||
Governments and official institutions
|
4,520
|
|
5,200
|
|
||
Total
|
$
|
169,221
|
|
$
|
164,360
|
|
Total corporate loans
|
$
|
354,531
|
|
$
|
334,141
|
|
Net unearned income
|
$
|
(822
|
)
|
$
|
(763
|
)
|
Corporate loans, net of unearned income
|
$
|
353,709
|
|
$
|
333,378
|
|
(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
|
$
|
365
|
|
$
|
42
|
|
$
|
407
|
|
$
|
919
|
|
$
|
143,960
|
|
$
|
145,286
|
|
Financial institutions
|
87
|
|
7
|
|
94
|
|
102
|
|
83,672
|
|
83,868
|
|
||||||
Mortgage and real estate
|
128
|
|
5
|
|
133
|
|
215
|
|
57,116
|
|
57,464
|
|
||||||
Leases
|
5
|
|
10
|
|
15
|
|
—
|
|
1,516
|
|
1,531
|
|
||||||
Other
|
151
|
|
52
|
|
203
|
|
75
|
|
62,079
|
|
62,357
|
|
||||||
Loans at fair value
|
|
|
|
|
|
3,203
|
|
|||||||||||
Total
|
$
|
736
|
|
$
|
116
|
|
$
|
852
|
|
$
|
1,311
|
|
$
|
348,343
|
|
$
|
353,709
|
|
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
|
$
|
249
|
|
$
|
13
|
|
$
|
262
|
|
$
|
1,506
|
|
$
|
139,554
|
|
$
|
141,322
|
|
Financial institutions
|
93
|
|
15
|
|
108
|
|
92
|
|
73,557
|
|
73,757
|
|
||||||
Mortgage and real estate
|
147
|
|
59
|
|
206
|
|
195
|
|
51,563
|
|
51,964
|
|
||||||
Leases
|
68
|
|
8
|
|
76
|
|
46
|
|
1,533
|
|
1,655
|
|
||||||
Other
|
70
|
|
13
|
|
83
|
|
103
|
|
60,145
|
|
60,331
|
|
||||||
Loans at fair value
|
|
|
|
|
|
4,349
|
|
|||||||||||
Total
|
$
|
627
|
|
$
|
108
|
|
$
|
735
|
|
$
|
1,942
|
|
$
|
326,352
|
|
$
|
333,378
|
|
(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)
|
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
|
December 31, 2018
|
December 31,
2017 |
||||
Investment grade
(2)
|
|
|
||||
Commercial and industrial
|
$
|
102,722
|
|
$
|
101,313
|
|
Financial institutions
|
73,080
|
|
60,404
|
|
||
Mortgage and real estate
|
25,855
|
|
23,213
|
|
||
Leases
|
1,036
|
|
1,090
|
|
||
Other
|
57,299
|
|
56,306
|
|
||
Total investment grade
|
$
|
259,992
|
|
$
|
242,326
|
|
Non-investment grade
(2)
|
|
|
||||
Accrual
|
|
|
||||
Commercial and industrial
|
$
|
41,645
|
|
$
|
38,503
|
|
Financial institutions
|
10,686
|
|
13,261
|
|
||
Mortgage and real estate
|
3,793
|
|
2,881
|
|
||
Leases
|
496
|
|
518
|
|
||
Other
|
4,981
|
|
3,924
|
|
||
Non-accrual
|
|
|
||||
Commercial and industrial
|
919
|
|
1,506
|
|
||
Financial institutions
|
102
|
|
92
|
|
||
Mortgage and real estate
|
215
|
|
195
|
|
||
Leases
|
—
|
|
46
|
|
||
Other
|
75
|
|
103
|
|
||
Total non-investment grade
|
$
|
62,912
|
|
$
|
61,029
|
|
Non-rated private bank loans managed on a delinquency basis
(2)
|
$
|
27,602
|
|
$
|
25,674
|
|
Loans at fair value
|
3,203
|
|
4,349
|
|
||
Corporate loans, net of unearned income
|
$
|
353,709
|
|
$
|
333,378
|
|
(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 year ended December 31, 2018
|
||||||||||||||
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
|
$
|
919
|
|
$
|
1,070
|
|
$
|
183
|
|
$
|
1,099
|
|
$
|
35
|
|
Financial institutions
|
102
|
|
123
|
|
35
|
|
99
|
|
—
|
|
|||||
Mortgage and real estate
|
215
|
|
323
|
|
39
|
|
233
|
|
1
|
|
|||||
Lease financing
|
—
|
|
28
|
|
—
|
|
21
|
|
—
|
|
|||||
Other
|
75
|
|
165
|
|
6
|
|
83
|
|
6
|
|
|||||
Total non-accrual corporate loans
|
$
|
1,311
|
|
$
|
1,709
|
|
$
|
263
|
|
$
|
1,535
|
|
$
|
42
|
|
|
At and for the year ended December 31, 2017
|
||||||||||||||
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
|
$
|
1,506
|
|
$
|
1,775
|
|
$
|
368
|
|
$
|
1,547
|
|
$
|
23
|
|
Financial institutions
|
92
|
|
102
|
|
41
|
|
212
|
|
1
|
|
|||||
Mortgage and real estate
|
195
|
|
324
|
|
11
|
|
183
|
|
10
|
|
|||||
Lease financing
|
46
|
|
46
|
|
4
|
|
59
|
|
—
|
|
|||||
Other
|
103
|
|
212
|
|
2
|
|
108
|
|
1
|
|
|||||
Total non-accrual corporate loans
|
$
|
1,942
|
|
$
|
2,459
|
|
$
|
426
|
|
$
|
2,109
|
|
$
|
35
|
|
|
December 31, 2018
|
December 31, 2017
|
||||||||||
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
|
$
|
603
|
|
$
|
183
|
|
$
|
1,017
|
|
$
|
368
|
|
Financial institutions
|
76
|
|
35
|
|
88
|
|
41
|
|
||||
Mortgage and real estate
|
100
|
|
39
|
|
51
|
|
11
|
|
||||
Lease financing
|
—
|
|
—
|
|
46
|
|
4
|
|
||||
Other
|
24
|
|
6
|
|
13
|
|
2
|
|
||||
Total non-accrual corporate loans with specific allowance
|
$
|
803
|
|
$
|
263
|
|
$
|
1,215
|
|
$
|
426
|
|
Non-accrual corporate loans without specific allowance
|
|
|
|
|
||||||||
Commercial and industrial
|
$
|
316
|
|
|
|
$
|
489
|
|
|
|
||
Financial institutions
|
26
|
|
|
|
4
|
|
|
|
||||
Mortgage and real estate
|
115
|
|
|
|
144
|
|
|
|
||||
Lease financing
|
—
|
|
|
|
—
|
|
|
|
||||
Other
|
51
|
|
|
|
90
|
|
|
|
||||
Total non-accrual corporate loans without specific allowance
|
$
|
508
|
|
N/A
|
|
$
|
727
|
|
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 year ended December 31, 2016 was
$40 million
.
|
In millions of dollars
|
Carrying value of TDRs modified during the period
|
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
|
$
|
113
|
|
$
|
5
|
|
$
|
8
|
|
$
|
100
|
|
Mortgage and real estate
|
60
|
|
3
|
|
—
|
|
57
|
|
||||
Total
|
$
|
173
|
|
$
|
8
|
|
$
|
8
|
|
$
|
157
|
|
In millions of dollars
|
Carrying value of TDRs modified during the period
|
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
|
$
|
509
|
|
$
|
131
|
|
$
|
7
|
|
$
|
371
|
|
Financial institutions
|
15
|
|
—
|
|
—
|
|
15
|
|
||||
Mortgage and real estate
|
36
|
|
—
|
|
—
|
|
36
|
|
||||
Total
|
$
|
560
|
|
$
|
131
|
|
$
|
7
|
|
$
|
422
|
|
(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 corporate 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 December 31, 2018
|
TDR loans in payment default during the year ended December 31, 2018
|
TDR balances at
December 31, 2017
|
TDR loans in payment default during the year ended December 31, 2017
|
||||||||
Commercial and industrial
|
$
|
414
|
|
$
|
70
|
|
$
|
617
|
|
$
|
72
|
|
Financial institutions
|
25
|
|
—
|
|
48
|
|
—
|
|
||||
Mortgage and real estate
|
123
|
|
—
|
|
101
|
|
—
|
|
||||
Lease financing
|
—
|
|
—
|
|
7
|
|
—
|
|
||||
Other
|
2
|
|
—
|
|
45
|
|
—
|
|
||||
Total
(1)
|
$
|
564
|
|
$
|
70
|
|
$
|
818
|
|
$
|
72
|
|
(1)
|
The above tables reflect activity for loans outstanding that were considered TDRs as of the end of the reporting period.
|
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Allowance for loan losses at beginning of period
|
$
|
12,355
|
|
$
|
12,060
|
|
$
|
12,626
|
|
Gross credit losses
|
(8,665
|
)
|
(8,673
|
)
|
(8,222
|
)
|
|||
Gross recoveries
(1)
|
1,552
|
|
1,597
|
|
1,661
|
|
|||
Net credit losses (NCLs)
|
$
|
(7,113
|
)
|
$
|
(7,076
|
)
|
$
|
(6,561
|
)
|
NCLs
|
$
|
7,113
|
|
$
|
7,076
|
|
$
|
6,561
|
|
Net reserve builds (releases)
|
394
|
|
544
|
|
340
|
|
|||
Net specific reserve releases
|
(153
|
)
|
(117
|
)
|
(152
|
)
|
|||
Total provision for loan losses
|
$
|
7,354
|
|
$
|
7,503
|
|
$
|
6,749
|
|
Other, net (see table below)
|
(281
|
)
|
(132
|
)
|
(754
|
)
|
|||
Allowance for loan losses at end of period
|
$
|
12,315
|
|
$
|
12,355
|
|
$
|
12,060
|
|
Allowance for credit losses on unfunded lending commitments at beginning of period
|
$
|
1,258
|
|
$
|
1,418
|
|
$
|
1,402
|
|
Provision (release) for unfunded lending commitments
|
113
|
|
(161
|
)
|
29
|
|
|||
Other, net
|
(4
|
)
|
1
|
|
(13
|
)
|
|||
Allowance for credit losses on unfunded lending commitments at end of period
(2)
|
$
|
1,367
|
|
$
|
1,258
|
|
$
|
1,418
|
|
Total allowance for loans, leases and unfunded lending commitments
|
$
|
13,682
|
|
$
|
13,613
|
|
$
|
13,478
|
|
(1)
|
Recoveries have been reduced by certain collection costs that are incurred only if collection efforts are successful.
|
(2)
|
Represents additional credit loss reserves for unfunded lending commitments and letters of credit recorded in
Other liabilities
on the Consolidated Balance Sheet.
|
Other, net details
|
|
|
|
||||||
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Sales or transfers of various consumer loan portfolios to HFS
|
|
|
|
||||||
Transfer of real estate loan portfolios
|
$
|
(91
|
)
|
$
|
(106
|
)
|
$
|
(106
|
)
|
Transfer of other loan portfolios
|
(110
|
)
|
(155
|
)
|
(468
|
)
|
|||
Sales or transfers of various consumer loan portfolios to HFS
|
$
|
(201
|
)
|
$
|
(261
|
)
|
$
|
(574
|
)
|
FX translation, consumer
|
(60
|
)
|
115
|
|
(199
|
)
|
|||
Other
|
(20
|
)
|
14
|
|
19
|
|
|||
Other, net
|
$
|
(281
|
)
|
$
|
(132
|
)
|
$
|
(754
|
)
|
In millions of dollars
|
Corporate
|
Consumer
|
Total
|
||||||
Allowance for loan losses at beginning of year
|
$
|
2,486
|
|
$
|
9,869
|
|
$
|
12,355
|
|
Charge-offs
|
(271
|
)
|
(8,394
|
)
|
(8,665
|
)
|
|||
Recoveries
|
102
|
|
1,450
|
|
1,552
|
|
|||
Replenishment of net charge-offs
|
169
|
|
6,944
|
|
7,113
|
|
|||
Net reserve builds (releases)
|
56
|
|
338
|
|
394
|
|
|||
Net specific reserve builds (releases)
|
(159
|
)
|
6
|
|
(153
|
)
|
|||
Other
|
(18
|
)
|
(263
|
)
|
(281
|
)
|
|||
Ending balance
|
$
|
2,365
|
|
$
|
9,950
|
|
$
|
12,315
|
|
Allowance for loan losses
|
|
|
|
|
|
|
|||
Collectively evaluated in accordance with ASC 450
|
$
|
2,102
|
|
$
|
8,770
|
|
$
|
10,872
|
|
Individually evaluated in accordance with ASC 310-10-35
|
263
|
|
1,178
|
|
1,441
|
|
|||
Purchased credit impaired in accordance with ASC 310-30
|
—
|
|
2
|
|
2
|
|
|||
Total allowance for loan losses
|
$
|
2,365
|
|
$
|
9,950
|
|
$
|
12,315
|
|
Loans, net of unearned income
|
|
|
|
||||||
Collectively evaluated in accordance with ASC 450
|
$
|
349,292
|
|
$
|
325,055
|
|
$
|
674,347
|
|
Individually evaluated in accordance with ASC 310-10-35
|
1,214
|
|
5,284
|
|
6,498
|
|
|||
Purchased credit impaired in accordance with ASC 310-30
|
—
|
|
128
|
|
128
|
|
|||
Held at fair value
|
3,203
|
|
20
|
|
3,223
|
|
|||
Total loans, net of unearned income
|
$
|
353,709
|
|
$
|
330,487
|
|
$
|
684,196
|
|
In millions of dollars
|
Corporate
|
Consumer
|
Total
|
||||||
Allowance for loan losses at beginning of year
|
$
|
2,702
|
|
$
|
9,358
|
|
$
|
12,060
|
|
Charge-offs
|
(491
|
)
|
(8,182
|
)
|
(8,673
|
)
|
|||
Recoveries
|
112
|
|
1,485
|
|
1,597
|
|
|||
Replenishment of net charge-offs
|
379
|
|
6,697
|
|
7,076
|
|
|||
Net reserve builds (releases)
|
(267
|
)
|
811
|
|
544
|
|
|||
Net specific reserve builds (releases)
|
28
|
|
(145
|
)
|
(117
|
)
|
|||
Other
|
23
|
|
(155
|
)
|
(132
|
)
|
|||
Ending balance
|
$
|
2,486
|
|
$
|
9,869
|
|
$
|
12,355
|
|
Allowance for loan losses
|
|
|
|
|
|
|
|||
Collectively evaluated in accordance with ASC 450
|
$
|
2,060
|
|
$
|
8,531
|
|
$
|
10,591
|
|
Individually evaluated in accordance with ASC 310-10-35
|
426
|
|
1,334
|
|
1,760
|
|
|||
Purchased credit impaired in accordance with ASC 310-30
|
—
|
|
4
|
|
4
|
|
|||
Total allowance for loan losses
|
$
|
2,486
|
|
$
|
9,869
|
|
$
|
12,355
|
|
Loans, net of unearned income
|
|
|
|
||||||
Collectively evaluated in accordance with ASC 450
|
$
|
327,142
|
|
$
|
326,884
|
|
$
|
654,026
|
|
Individually evaluated in accordance with ASC 310-10-35
|
1,887
|
|
6,580
|
|
8,467
|
|
|||
Purchased credit impaired in accordance with ASC 310-30
|
—
|
|
167
|
|
167
|
|
|||
Held at fair value
|
4,349
|
|
25
|
|
4,374
|
|
|||
Total loans, net of unearned income
|
$
|
333,378
|
|
$
|
333,656
|
|
$
|
667,034
|
|
In millions of dollars
|
Corporate
|
Consumer
|
Total
|
||||||
Allowance for loan losses at beginning of year
|
$
|
2,791
|
|
$
|
9,835
|
|
$
|
12,626
|
|
Charge-offs
|
(580
|
)
|
(7,642
|
)
|
(8,222
|
)
|
|||
Recoveries
|
67
|
|
1,594
|
|
1,661
|
|
|||
Replenishment of net charge-offs
|
513
|
|
6,048
|
|
6,561
|
|
|||
Net reserve builds (releases)
|
(85
|
)
|
425
|
|
340
|
|
|||
Net specific reserve builds (releases)
|
—
|
|
(152
|
)
|
(152
|
)
|
|||
Other
|
(4
|
)
|
(750
|
)
|
(754
|
)
|
|||
Ending balance
|
$
|
2,702
|
|
$
|
9,358
|
|
$
|
12,060
|
|
In millions of dollars
|
|
||
Balance at December 31, 2015
|
$
|
22,349
|
|
Foreign exchange translation and other
|
$
|
(613
|
)
|
Divestitures
(1)
|
(77
|
)
|
|
Balance at December 31, 2016
|
$
|
21,659
|
|
Foreign exchange translation and other
|
$
|
729
|
|
Divestitures
(2)
|
(104
|
)
|
|
Impairment of goodwill
(3)
|
(28
|
)
|
|
Balance at December 31, 2017
|
$
|
22,256
|
|
Foreign exchange translation and other
|
$
|
(194
|
)
|
Divestitures
(4)
|
(16
|
)
|
|
Balance at December 31, 2018
|
$
|
22,046
|
|
In millions of dollars
|
Global Consumer Banking
|
Institutional Clients Group
|
Corporate/Other
|
Total
|
||||||||
Balance at December 31, 2016
|
$
|
12,530
|
|
$
|
9,085
|
|
$
|
44
|
|
$
|
21,659
|
|
Foreign exchange translation and other
|
$
|
286
|
|
$
|
443
|
|
$
|
—
|
|
$
|
729
|
|
Divestitures
(2)
|
(32
|
)
|
(72
|
)
|
—
|
|
(104
|
)
|
||||
Impairment of goodwill
(3)
|
—
|
|
—
|
|
(28
|
)
|
(28
|
)
|
||||
Balance at December 31, 2017
|
$
|
12,784
|
|
$
|
9,456
|
|
$
|
16
|
|
$
|
22,256
|
|
Foreign exchange translation and other
|
$
|
(41
|
)
|
$
|
(153
|
)
|
$
|
—
|
|
$
|
(194
|
)
|
Divestitures
(4)
|
—
|
|
—
|
|
(16
|
)
|
(16
|
)
|
||||
Balance at December 31, 2018
|
$
|
12,743
|
|
$
|
9,303
|
|
$
|
—
|
|
$
|
22,046
|
|
(1)
|
Primarily related to the sale of the private equity services business completed in 2016 and agreements to sell Argentina and Brazil consumer operations as of December 31, 2016.
|
(3)
|
Related to the transfer of the mortgage servicing business from
North America GCB
to
Corporate/Other
effective January 1, 2017.
|
(4)
|
Primarily related to the sale of consumer operations in Colombia in 2018.
|
|
December 31, 2018
|
December 31, 2017
|
||||||||||||||||
In millions of dollars
|
Gross
carrying
amount
|
Accumulated
amortization
|
Net
carrying
amount
|
Gross
carrying
amount
|
Accumulated
amortization
|
Net
carrying
amount
|
||||||||||||
Purchased credit card relationships
|
$
|
5,733
|
|
$
|
3,936
|
|
$
|
1,797
|
|
$
|
5,375
|
|
$
|
3,836
|
|
$
|
1,539
|
|
Credit card contract related intangibles
(1)
|
5,225
|
|
2,791
|
|
2,434
|
|
5,045
|
|
2,456
|
|
2,589
|
|
||||||
Core deposit intangibles
|
419
|
|
415
|
|
4
|
|
639
|
|
628
|
|
11
|
|
||||||
Other customer relationships
|
470
|
|
299
|
|
171
|
|
459
|
|
272
|
|
187
|
|
||||||
Present value of future profits
|
32
|
|
29
|
|
3
|
|
32
|
|
28
|
|
4
|
|
||||||
Indefinite-lived intangible assets
|
218
|
|
—
|
|
218
|
|
244
|
|
—
|
|
244
|
|
||||||
Other
|
84
|
|
75
|
|
9
|
|
100
|
|
86
|
|
14
|
|
||||||
Intangible assets (excluding MSRs)
|
$
|
12,181
|
|
$
|
7,545
|
|
$
|
4,636
|
|
$
|
11,894
|
|
$
|
7,306
|
|
$
|
4,588
|
|
Mortgage servicing rights (MSRs)
(2)
|
584
|
|
—
|
|
584
|
|
558
|
|
—
|
|
558
|
|
||||||
Total intangible assets
|
$
|
12,765
|
|
$
|
7,545
|
|
$
|
5,220
|
|
$
|
12,452
|
|
$
|
7,306
|
|
$
|
5,146
|
|
(1)
|
Primarily reflects contract-related intangibles associated with the American Airlines, The Home Depot, Costco, Sears and AT&T credit card program agreements, which represented
97%
of the aggregate net carrying amount as of December 31, 2018.
|
(2)
|
For additional information on Citi’s MSRs, see Note 21 to the Consolidated Financial Statements.
|
|
Net carrying
amount at |
|
|
|
Net carrying
amount at
|
||||||||||
In millions of dollars
|
December 31, 2017
|
Acquisitions/ divestitures
|
Amortization
|
FX translation and other
|
December 31,
2018 |
||||||||||
Purchased credit card relationships
(1)
|
$
|
1,539
|
|
$
|
429
|
|
$
|
(173
|
)
|
$
|
2
|
|
$
|
1,797
|
|
Credit card contract-related intangibles
(2)
|
2,589
|
|
185
|
|
(339
|
)
|
(1
|
)
|
2,434
|
|
|||||
Core deposit intangibles
|
11
|
|
—
|
|
(8
|
)
|
1
|
|
4
|
|
|||||
Other customer relationships
|
187
|
|
—
|
|
(25
|
)
|
9
|
|
171
|
|
|||||
Present value of future profits
|
4
|
|
—
|
|
—
|
|
(1
|
)
|
3
|
|
|||||
Indefinite-lived intangible assets
|
244
|
|
—
|
|
—
|
|
(26
|
)
|
218
|
|
|||||
Other
|
14
|
|
—
|
|
(12
|
)
|
7
|
|
9
|
|
|||||
Intangible assets (excluding MSRs)
|
$
|
4,588
|
|
$
|
614
|
|
$
|
(557
|
)
|
$
|
(9
|
)
|
$
|
4,636
|
|
Mortgage servicing rights (MSRs)
(3)
|
558
|
|
|
|
|
584
|
|
||||||||
Total intangible assets
|
$
|
5,146
|
|
|
|
|
$
|
5,220
|
|
(1)
|
Reflects intangibles for the value of cardholder relationships, which are discrete from partner contract intangibles and include credit card accounts primarily in the Costco, Macy’s and Sears portfolios. The increase since December 31, 2017 reflects the purchase of certain rights related to credit card accounts in the Sears portfolio.
|
(2)
|
Primarily reflects contract-related intangibles associated with the American Airlines, Costco, The Home Depot, Sears and AT&T credit card program agreements, which represent
97%
of the aggregate net carrying amount as of December 31, 2018.
|
(3)
|
For additional information on Citi’s MSRs, including the rollforward from 2017 to 2018, see Note
21
to the Consolidated Financial Statements.
|
|
December 31,
|
|||||||||
|
2018
|
2017
|
||||||||
In millions of dollars
|
Balance
|
Weighted average coupon
|
Balance
|
Weighted average coupon
|
||||||
Commercial paper
|
$
|
13,238
|
|
1.95
|
%
|
$
|
9,940
|
|
1.28
|
%
|
Other borrowings
(1)
|
19,108
|
|
2.99
|
|
34,512
|
|
1.62
|
|
||
Total
|
$
|
32,346
|
|
|
$
|
44,452
|
|
|
(1)
|
Includes borrowings from the Federal Home Loan Banks and other market participants. At
December 31, 2018
and 2017, collateralized short-term advances from the Federal Home Loan Banks were
$9.5 billion
and
$23.8 billion
, respectively.
|
|
|
|
Balances at
December 31,
|
||||||
In millions of dollars
|
Weighted
average coupon (1) |
Maturities
|
2018
|
2017
|
|||||
Citigroup Inc.
(2)
|
|
|
|
|
|||||
Senior debt
|
3.40
|
%
|
2019-2098
|
$
|
117,511
|
|
$
|
123,488
|
|
Subordinated debt
(3)
|
4.70
|
|
2019-2048
|
24,545
|
|
26,963
|
|
||
Trust preferred
securities
|
8.44
|
|
2036-2067
|
1,711
|
|
1,712
|
|
||
Bank
(4)
|
|
|
|
|
|||||
Senior debt
|
2.71
|
|
2019-2038
|
61,237
|
|
65,856
|
|
||
Broker-dealer
(5)
|
|
|
|
|
|||||
Senior debt
|
3.25
|
|
2019-2067
|
26,947
|
|
18,666
|
|
||
Subordinated debt
(3)
|
5.35
|
|
2021-2047
|
48
|
|
24
|
|
||
Total
|
3.87
|
%
|
|
$
|
231,999
|
|
$
|
236,709
|
|
Senior debt
|
|
|
$
|
205,695
|
|
$
|
208,010
|
|
|
Subordinated debt
(3)
|
|
|
24,593
|
|
26,987
|
|
|||
Trust preferred
securities
|
|
|
1,711
|
|
1,712
|
|
|||
Total
|
|
|
$
|
231,999
|
|
$
|
236,709
|
|
(1)
|
The weighted average contractual rates exclude structured notes accounted for at fair value.
|
(2)
|
Represents the parent holding company.
|
(3)
|
Includes notes that are subordinated within certain countries, regions or subsidiaries.
|
(4)
|
Represents Citibank entities as well as other bank entities. At
December 31, 2018
and 2017, collateralized long-term advances from the Federal Home Loan Banks were
$10.5 billion
and
$19.3 billion
, respectively.
|
(5)
|
Represents broker-dealer and other non-bank subsidiaries that are consolidated into Citigroup Inc., the parent holding company.
|
In millions of dollars
|
2019
|
2020
|
2021
|
2022
|
2023
|
Thereafter
|
Total
|
||||||||||||||
Citigroup Inc.
|
$
|
14,144
|
|
$
|
9,266
|
|
$
|
14,758
|
|
$
|
9,944
|
|
$
|
14,361
|
|
$
|
81,295
|
|
$
|
143,768
|
|
Bank
|
18,809
|
|
21,620
|
|
10,877
|
|
2,595
|
|
2,572
|
|
4,764
|
|
61,237
|
|
|||||||
Broker-dealer
|
5,637
|
|
6,417
|
|
2,907
|
|
1,556
|
|
2,128
|
|
8,349
|
|
26,994
|
|
|||||||
Total
|
$
|
38,590
|
|
$
|
37,303
|
|
$
|
28,542
|
|
$
|
14,095
|
|
$
|
19,061
|
|
$
|
94,408
|
|
$
|
231,999
|
|
|
|
|
|
|
|
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
|
|
3 mo LIBOR + 637 bps
|
|
1,000
|
|
2,246
|
|
Oct. 30, 2040
|
Oct. 30, 2015
|
||
Citigroup Capital XVIII
|
June 2007
|
99,901
|
|
127
|
|
3 mo LIBOR + 88.75 bps
|
|
50
|
|
127
|
|
June 28, 2067
|
June 28, 2017
|
||
Total obligated
|
|
|
|
$
|
2,567
|
|
|
|
$
|
2,573
|
|
|
|
(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, except ratios
|
Stated
minimum
|
Citigroup
|
Citibank
|
|||||||||
Well-
capitalized
minimum
|
December 31, 2018
|
Well-
capitalized
minimum
|
December 31, 2018
|
|||||||||
Common Equity Tier 1 Capital
|
|
|
|
|
$
|
139,252
|
|
|
|
$
|
129,217
|
|
Tier 1 Capital
|
|
|
|
|
158,122
|
|
|
|
131,341
|
|
||
Total Capital
(Tier 1 Capital + Tier 2 Capital)—Standardized Approach
|
|
|
195,440
|
|
|
155,280
|
|
|||||
Total Capital
(Tier 1 Capital + Tier 2 Capital)—Advanced Approaches
|
|
|
183,144
|
|
|
144,485
|
|
|||||
Total risk-weighted assets—Standardized Approach
|
|
|
1,174,448
|
|
|
1,030,514
|
|
|||||
Total risk-weighted assets—Advanced Approaches
|
|
|
1,131,933
|
|
|
927,931
|
|
|||||
Quarterly adjusted average total assets
(1)
|
|
|
|
1,896,959
|
|
|
1,399,029
|
|
||||
Total Leverage Exposure
(2)
|
|
|
2,465,641
|
|
|
1,914,817
|
|
|||||
Common Equity Tier 1 Capital ratio
(3)
|
4.5
|
%
|
N/A
|
|
11.86
|
%
|
6.5
|
%
|
12.54
|
%
|
||
Tier 1 Capital ratio
(3)
|
6.0
|
|
6.0
|
%
|
13.46
|
|
8.0
|
|
12.75
|
|
||
Total Capital ratio
(3)
|
8.0
|
|
10.0
|
|
16.18
|
|
10.0
|
|
15.07
|
|
||
Tier 1 Leverage ratio
|
4.0
|
|
N/A
|
|
8.34
|
|
5.0
|
|
9.39
|
|
||
Supplementary Leverage ratio
|
3.0
|
|
N/A
|
|
6.41
|
|
6.0
|
|
6.86
|
|
(1)
|
Tier 1 Leverage ratio denominator.
|
(2)
|
Supplementary Leverage ratio denominator.
|
(3)
|
As of
December 31, 2018
, Citigroup’s reportable Common Equity Tier 1 Capital and Tier 1 Capital ratios were the lower derived under the Basel III Standardized Approach, whereas the reportable Total Capital ratios were the lower derived under the Basel III Advanced Approaches framework. 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.
|
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) |
Excluded component of fair value hedges
(5)
|
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
|
$
|
531
|
|
$
|
(335
|
)
|
$
|
(88
|
)
|
$
|
(208
|
)
|
$
|
(2,802
|
)
|
$
|
—
|
|
$
|
(2,902
|
)
|
Increase (decrease) due to amounts
reclassified from AOCI
|
(423
|
)
|
(2
|
)
|
145
|
|
160
|
|
—
|
|
—
|
|
(120
|
)
|
|||||||
Change, net of taxes
|
$
|
108
|
|
$
|
(337
|
)
|
$
|
57
|
|
$
|
(48
|
)
|
$
|
(2,802
|
)
|
$
|
—
|
|
$
|
(3,022
|
)
|
Balance, December 31, 2016
|
$
|
(799
|
)
|
$
|
(352
|
)
|
$
|
(560
|
)
|
$
|
(5,164
|
)
|
$
|
(25,506
|
)
|
$
|
—
|
|
$
|
(32,381
|
)
|
Adjustment to opening balance, net
of taxes
(6)
|
$
|
504
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
504
|
|
Adjusted balance, beginning of period
|
$
|
(295
|
)
|
$
|
(352
|
)
|
$
|
(560
|
)
|
$
|
(5,164
|
)
|
$
|
(25,506
|
)
|
$
|
—
|
|
$
|
(31,877
|
)
|
Impact of Tax Reform
(7)
|
(223
|
)
|
(139
|
)
|
(113
|
)
|
(1,020
|
)
|
(1,809
|
)
|
—
|
|
(3,304
|
)
|
|||||||
Other comprehensive income before reclassifications
|
(186
|
)
|
(426
|
)
|
(111
|
)
|
(158
|
)
|
1,607
|
|
—
|
|
726
|
|
|||||||
Increase (decrease) due to amounts reclassified from AOCI
|
(454
|
)
|
(4
|
)
|
86
|
|
159
|
|
—
|
|
—
|
|
(213
|
)
|
|||||||
Change, net of taxes
|
$
|
(863
|
)
|
$
|
(569
|
)
|
$
|
(138
|
)
|
$
|
(1,019
|
)
|
$
|
(202
|
)
|
$
|
—
|
|
$
|
(2,791
|
)
|
Balance at December 31, 2017
|
$
|
(1,158
|
)
|
$
|
(921
|
)
|
$
|
(698
|
)
|
$
|
(6,183
|
)
|
$
|
(25,708
|
)
|
$
|
—
|
|
$
|
(34,668
|
)
|
Adjustment to opening balance, net
of taxes
(8)
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(3
|
)
|
|||||||
Adjusted balance, beginning of period
|
$
|
(1,161
|
)
|
$
|
(921
|
)
|
$
|
(698
|
)
|
$
|
(6,183
|
)
|
$
|
(25,708
|
)
|
$
|
—
|
|
$
|
(34,671
|
)
|
Other comprehensive income before
reclassifications
|
(866
|
)
|
1,081
|
|
(135
|
)
|
(240
|
)
|
(2,607
|
)
|
(57
|
)
|
(2,824
|
)
|
|||||||
Increase (decrease) due to amounts
reclassified from AOCI
(9)
|
(223
|
)
|
32
|
|
105
|
|
166
|
|
245
|
|
—
|
|
325
|
|
|||||||
Change, net of taxes
|
$
|
(1,089
|
)
|
$
|
1,113
|
|
$
|
(30
|
)
|
$
|
(74
|
)
|
$
|
(2,362
|
)
|
$
|
(57
|
)
|
$
|
(2,499
|
)
|
Balance at December 31, 2018
|
$
|
(2,250
|
)
|
$
|
192
|
|
$
|
(728
|
)
|
$
|
(6,257
|
)
|
$
|
(28,070
|
)
|
$
|
(57
|
)
|
$
|
(37,170
|
)
|
(1)
|
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 to the Consolidated Financial Statements.
|
(2)
|
Primarily driven by Citi’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 Citi’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 Brazilian real, Indian rupee, Mexican peso, and Australian dollar against the U.S. dollar and changes in related tax effects and hedges for the year ended December 31, 2018. Primarily reflects the movements in (by order of impact) the Euro, Mexican peso, Polish zloty and Korean won against the U.S. dollar and changes in related tax effects and hedges for the year ended December 31, 2017. Primarily reflects the movements in (by order of impact) the Mexican peso, Euro, British pound and Indian rupee against the U.S. dollar and changes in related tax effects and hedges for the year ended December 31, 2016.
|
(5)
|
Beginning in the first quarter of 2018, changes in the excluded component of fair value hedges are reflected as a component of AOCI, pursuant to the early adoption of ASU No. 2017-12,
Targeted Improvements to Accounting for Hedging Activities
. See Note 1 of the Consolidated Financial Statements for further information regarding this change.
|
(6)
|
In the second quarter of 2017, Citi early adopted ASU No. 2017-08
.
Upon adoption, a cumulative effect adjustment was recorded to reduce
Retained earnings
, effective January 1, 2017, for the incremental amortization of cumulative fair value hedge adjustments on callable state and municipal debt securities. See Note 1 to the Consolidated Financial Statements.
|
(7)
|
In the fourth quarter of 2017, Citi adopted ASU 2018-02, which transferred these amounts from AOCI to
Retained earnings
. See Note 1 to the Consolidated Financial Statements.
|
(8)
|
Citi adopted ASU 2016-01 and ASU 2018-03 on January 1, 2018. Upon adoption, a cumulative effect adjustment was recorded from AOCI to
Retained earnings
for net unrealized gains on former AFS equity securities. For additional information, see Note 1 to the Consolidated Financial Statements.
|
(9)
|
Includes the impact of the release upon meeting the accounting trigger for substantial liquidation of Citi’s Japan Consumer Finance business during the fourth quarter of 2018. See Note 1 to the Consolidated Financial Statements.
|
In millions of dollars
|
Pretax
|
Tax effect
(1)
|
After-tax
|
||||||
Balance, December 31, 2015
|
$
|
(38,440
|
)
|
$
|
9,096
|
|
$
|
(29,344
|
)
|
Adjustment to opening balance
(2)
|
(26
|
)
|
11
|
|
(15
|
)
|
|||
Adjusted balance, beginning of period
|
$
|
(38,466
|
)
|
$
|
9,107
|
|
$
|
(29,359
|
)
|
Change in net unrealized gains (losses) on investment securities
|
167
|
|
(59
|
)
|
108
|
|
|||
Debt valuation adjustment (DVA)
|
(538
|
)
|
201
|
|
(337
|
)
|
|||
Cash flow hedges
|
84
|
|
(27
|
)
|
57
|
|
|||
Benefit plans
|
(78
|
)
|
30
|
|
(48
|
)
|
|||
Foreign currency translation adjustment
|
(3,204
|
)
|
402
|
|
(2,802
|
)
|
|||
Change
|
$
|
(3,569
|
)
|
$
|
547
|
|
$
|
(3,022
|
)
|
Balance, December 31, 2016
|
$
|
(42,035
|
)
|
$
|
9,654
|
|
$
|
(32,381
|
)
|
Adjustment to opening balance
(3)
|
803
|
|
(299
|
)
|
504
|
|
|||
Adjusted balance, beginning of period
|
$
|
(41,232
|
)
|
$
|
9,355
|
|
$
|
(31,877
|
)
|
Change in net unrealized gains (losses) on investment securities
|
(1,088
|
)
|
225
|
|
(863
|
)
|
|||
Debt valuation adjustment (DVA)
|
(680
|
)
|
111
|
|
(569
|
)
|
|||
Cash flow hedges
|
(37
|
)
|
(101
|
)
|
(138
|
)
|
|||
Benefit plans
|
14
|
|
(1,033
|
)
|
(1,019
|
)
|
|||
Foreign currency translation adjustment
|
1,795
|
|
(1,997
|
)
|
(202
|
)
|
|||
Change
|
$
|
4
|
|
$
|
(2,795
|
)
|
$
|
(2,791
|
)
|
Balance, December 31, 2017
|
$
|
(41,228
|
)
|
$
|
6,560
|
|
$
|
(34,668
|
)
|
Adjustment to opening balance
(4)
|
(4
|
)
|
1
|
|
(3
|
)
|
|||
Adjusted balance, beginning of period
|
$
|
(41,232
|
)
|
$
|
6,561
|
|
$
|
(34,671
|
)
|
Change in net unrealized gains (losses) on AFS debt securities
|
(1,435
|
)
|
346
|
|
(1,089
|
)
|
|||
Debt valuation adjustment (DVA)
|
1,415
|
|
(302
|
)
|
1,113
|
|
|||
Cash flow hedges
|
(38
|
)
|
8
|
|
(30
|
)
|
|||
Benefit plans
|
(94
|
)
|
20
|
|
(74
|
)
|
|||
Foreign currency translation adjustment
|
(2,624
|
)
|
262
|
|
(2,362
|
)
|
|||
Excluded component of fair value hedges
|
(74
|
)
|
17
|
|
(57
|
)
|
|||
Change
|
$
|
(2,850
|
)
|
$
|
351
|
|
$
|
(2,499
|
)
|
Balance, December 31, 2018
|
$
|
(44,082
|
)
|
$
|
6,912
|
|
$
|
(37,170
|
)
|
(1)
|
In the fourth quarter of 2017, Citi adopted ASU 2018-02, which transferred these amounts from AOCI to
Retained earnings
. See Note 1 to the Consolidated Financial Statements.
|
(2)
|
Represents the
$(15) million
adjustment related to the initial adoption of ASU 2016-01. See Note 1 to the Consolidated Financial Statements.
|
(3)
|
In the second quarter of 2017, Citi early adopted ASU 2017-08
.
Upon adoption, a cumulative effect adjustment was recorded to reduce
Retained earnings
, effective January 1, 2017, for the incremental amortization of cumulative fair value hedge adjustments on callable state and municipal debt securities. See Note 1 to the Consolidated Financial Statements.
|
(4)
|
Citi adopted ASU 2016-01 and ASU 2018-03 on January 1, 2018. Upon adoption, a cumulative effect adjustment was recorded from AOCI to
Retained earnings
for net unrealized gains on former AFS equity securities. For additional information, see Note 1 to the Consolidated Financial Statements.
|
|
Increase (decrease) in AOCI due to amounts reclassified to Consolidated Statement of Income
|
||||||||
|
Year ended December 31,
|
||||||||
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Realized (gains) losses on sales of investments
|
$
|
(421
|
)
|
$
|
(778
|
)
|
$
|
(949
|
)
|
Gross impairment losses
|
125
|
|
63
|
|
288
|
|
|||
Subtotal, pretax
|
$
|
(296
|
)
|
$
|
(715
|
)
|
$
|
(661
|
)
|
Tax effect
|
73
|
|
261
|
|
238
|
|
|||
Net realized (gains) losses on investments, after-tax
(1)
|
$
|
(223
|
)
|
$
|
(454
|
)
|
$
|
(423
|
)
|
Realized DVA (gains) losses on fair value option liabilities
|
$
|
41
|
|
$
|
(7
|
)
|
$
|
(3
|
)
|
Subtotal, pretax
|
$
|
41
|
|
$
|
(7
|
)
|
$
|
(3
|
)
|
Tax effect
|
(9
|
)
|
3
|
|
1
|
|
|||
Net realized DVA, after-tax
|
$
|
32
|
|
$
|
(4
|
)
|
$
|
(2
|
)
|
Interest rate contracts
|
$
|
131
|
|
$
|
126
|
|
$
|
140
|
|
Foreign exchange contracts
|
7
|
|
10
|
|
93
|
|
|||
Subtotal, pretax
|
$
|
138
|
|
$
|
136
|
|
$
|
233
|
|
Tax effect
|
(33
|
)
|
(50
|
)
|
(88
|
)
|
|||
Amortization of cash flow hedges, after-tax
(2)
|
$
|
105
|
|
$
|
86
|
|
$
|
145
|
|
Amortization of unrecognized
|
|
|
|
||||||
Prior service cost (benefit)
|
$
|
(34
|
)
|
$
|
(42
|
)
|
$
|
(40
|
)
|
Net actuarial loss
|
248
|
|
271
|
|
272
|
|
|||
Curtailment/settlement impact
(3)
|
6
|
|
17
|
|
18
|
|
|||
Subtotal, pretax
|
$
|
220
|
|
$
|
246
|
|
$
|
250
|
|
Tax effect
|
(54
|
)
|
(87
|
)
|
(90
|
)
|
|||
Amortization of benefit plans, after-tax
(3)
|
$
|
166
|
|
$
|
159
|
|
$
|
160
|
|
Foreign currency translation adjustment
(4)
|
$
|
34
|
|
$
|
—
|
|
$
|
—
|
|
Tax effect
(4)
|
211
|
|
—
|
|
—
|
|
|||
Foreign currency translation adjustment
|
$
|
245
|
|
$
|
—
|
|
$
|
—
|
|
Total amounts reclassified out of AOCI, pretax
|
$
|
137
|
|
$
|
(340
|
)
|
$
|
(181
|
)
|
Total tax effect
|
188
|
|
127
|
|
61
|
|
|||
Total amounts reclassified out of AOCI, after-tax
|
$
|
325
|
|
$
|
(213
|
)
|
$
|
(120
|
)
|
(1)
|
The pretax amount is reclassified to
Realized gains (losses) on sales of investments, net
and
Gross impairment losses
in the Consolidated Statement of Income. See Note
13
to the Consolidated Financial Statements for additional details.
|
(2)
|
See Note 22 to the Consolidated Financial Statements for additional details.
|
(3)
|
See Note
8
to the Consolidated Financial Statements for additional details.
|
(4)
|
Includes the impact of the release upon meeting the accounting trigger for substantial liquidation of Citi’s Japan Consumer Finance business during the fourth quarter of 2018. See Note 1 to the Consolidated Financial Statements.
|
|
|
|
|
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 |
December 31,
2018 |
December 31,
2017 |
|||||||||
Series AA
(1)
|
January 25, 2008
|
February 15, 2018
|
8.125
|
%
|
$
|
25
|
|
3,870,330
|
|
$
|
—
|
|
$
|
97
|
|
Series E
(2)
|
April 28, 2008
|
April 30, 2018
|
8.400
|
|
1,000
|
|
121,254
|
|
—
|
|
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
|
|
|||
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
|
|
1,035
|
|
|||
Series T
(17)
|
April 25, 2016
|
August 15, 2026
|
6.250
|
|
1,000
|
|
1,500,000
|
|
1,500
|
|
1,500
|
|
|||
|
|
|
|
|
|
|
|
$
|
18,460
|
|
$
|
19,253
|
|
(1)
|
The Series AA preferred stock was redeemed in full on February 15, 2018.
|
(2)
|
The Series E preferred stock was redeemed in full on April 30, 2018.
|
(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 semiannually 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 semiannually 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)
|
The Series C preferred stock was redeemed in full on November 1, 2018.
|
(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 semiannually 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 semiannually 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 semiannually 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 semiannually 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 semiannually 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 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 semiannually on February 15 and August 15 at a fixed rate 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 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 semiannually on May 15 and November 15 at a fixed rate 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 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.
|
(17)
|
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 semiannually on February 15 and August 15 at a fixed rate until August 15, 2026, 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.
|
•
|
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 December 31, 2018
|
|||||||||||||||||||||||
|
|
|
|
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
|
$
|
46,232
|
|
$
|
46,232
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Mortgage securitizations
(4)
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. agency-sponsored
|
116,563
|
|
—
|
|
116,563
|
|
3,038
|
|
—
|
|
—
|
|
60
|
|
3,098
|
|
||||||||
Non-agency-sponsored
|
30,886
|
|
1,498
|
|
29,388
|
|
431
|
|
—
|
|
—
|
|
1
|
|
432
|
|
||||||||
Citi-administered asset-backed commercial paper conduits (ABCP)
|
18,750
|
|
18,750
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Collateralized loan obligations (CLOs)
|
21,837
|
|
—
|
|
21,837
|
|
5,891
|
|
—
|
|
—
|
|
9
|
|
5,900
|
|
||||||||
Asset-based financing
|
73,199
|
|
628
|
|
72,571
|
|
21,640
|
|
715
|
|
9,757
|
|
—
|
|
32,112
|
|
||||||||
Municipal securities tender option bond trusts (TOBs)
|
7,998
|
|
1,776
|
|
6,222
|
|
9
|
|
—
|
|
4,262
|
|
—
|
|
4,271
|
|
||||||||
Municipal investments
|
18,044
|
|
3
|
|
18,041
|
|
2,813
|
|
3,922
|
|
2,738
|
|
—
|
|
9,473
|
|
||||||||
Client intermediation
|
858
|
|
614
|
|
244
|
|
172
|
|
—
|
|
—
|
|
2
|
|
174
|
|
||||||||
Investment funds
|
1,272
|
|
440
|
|
832
|
|
12
|
|
—
|
|
1
|
|
1
|
|
14
|
|
||||||||
Other
|
63
|
|
3
|
|
60
|
|
37
|
|
—
|
|
23
|
|
—
|
|
60
|
|
||||||||
Total
|
$
|
335,702
|
|
$
|
69,944
|
|
$
|
265,758
|
|
$
|
34,043
|
|
$
|
4,637
|
|
$
|
16,781
|
|
$
|
73
|
|
$
|
55,534
|
|
|
As of December 31, 2017
|
|||||||||||||||||||||||
|
|
|
|
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
|
$
|
50,795
|
|
$
|
50,795
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Mortgage securitizations
(4)
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. agency-sponsored
|
116,610
|
|
—
|
|
116,610
|
|
2,647
|
|
—
|
|
—
|
|
74
|
|
2,721
|
|
||||||||
Non-agency-sponsored
|
22,251
|
|
2,035
|
|
20,216
|
|
330
|
|
—
|
|
—
|
|
1
|
|
331
|
|
||||||||
Citi-administered asset-backed commercial paper conduits (ABCP)
|
19,282
|
|
19,282
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Collateralized loan obligations (CLOs)
|
20,588
|
|
—
|
|
20,588
|
|
5,956
|
|
—
|
|
—
|
|
9
|
|
5,965
|
|
||||||||
Asset-based financing
|
60,472
|
|
633
|
|
59,839
|
|
19,478
|
|
583
|
|
5,878
|
|
—
|
|
25,939
|
|
||||||||
Municipal securities tender option bond trusts (TOBs)
|
6,925
|
|
2,166
|
|
4,759
|
|
138
|
|
—
|
|
3,035
|
|
—
|
|
3,173
|
|
||||||||
Municipal investments
|
19,119
|
|
7
|
|
19,112
|
|
2,709
|
|
3,640
|
|
2,344
|
|
—
|
|
8,693
|
|
||||||||
Client intermediation
|
958
|
|
824
|
|
134
|
|
32
|
|
—
|
|
—
|
|
9
|
|
41
|
|
||||||||
Investment funds
|
1,892
|
|
616
|
|
1,276
|
|
14
|
|
7
|
|
13
|
|
—
|
|
34
|
|
||||||||
Other
|
677
|
|
36
|
|
641
|
|
27
|
|
9
|
|
34
|
|
47
|
|
117
|
|
||||||||
Total
|
$
|
319,569
|
|
$
|
76,394
|
|
$
|
243,175
|
|
$
|
31,331
|
|
$
|
4,239
|
|
$
|
11,304
|
|
$
|
140
|
|
$
|
47,014
|
|
(1)
|
The definition of maximum exposure to loss is included in the text that follows this table.
|
(2)
|
Included on Citigroup’s
December 31, 2018
and
2017
Consolidated Balance Sheet.
|
(3)
|
A significant unconsolidated VIE is an entity in which 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 Topic 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 in which the Company holds securities in inventory, as these investments are made on arm’s-length terms;
|
•
|
certain positions in mortgage- and asset-backed securities held by the Company, which are classified as
Trading account assets
or
Investments
, in which the Company has no other involvement with the related securitization entity deemed to be significant (for more information on these positions, see Notes 13 and 24 to the Consolidated Financial Statements);
|
•
|
certain representations and warranties exposures in legacy
ICG
-sponsored mortgage- and asset-backed securitizations, in which the Company has no variable interest or continuing involvement as servicer. The outstanding balance of mortgage loans securitized during 2005 to 2008 in which the Company has no variable interest or continuing involvement as servicer was approximately
$7 billion
and
$9 billion
at
December 31, 2018
and
2017
, respectively;
|
•
|
certain representations and warranties exposures in Citigroup residential mortgage securitizations, in which 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.
|
|
December 31, 2018
|
December 31, 2017
|
||||||||||
In millions of dollars
|
Liquidity
facilities
|
Loan/equity
commitments
|
Liquidity
facilities
|
Loan/equity
commitments
|
||||||||
Asset-based financing
|
$
|
—
|
|
$
|
9,757
|
|
$
|
—
|
|
$
|
5,878
|
|
Municipal securities tender option bond trusts (TOBs)
|
4,262
|
|
—
|
|
3,035
|
|
—
|
|
||||
Municipal investments
|
—
|
|
2,738
|
|
—
|
|
2,344
|
|
||||
Investment funds
|
—
|
|
1
|
|
—
|
|
13
|
|
||||
Other
|
—
|
|
23
|
|
—
|
|
34
|
|
||||
Total funding commitments
|
$
|
4,262
|
|
$
|
12,519
|
|
$
|
3,035
|
|
$
|
8,269
|
|
In billions of dollars
|
December 31, 2018
|
December 31, 2017
|
||||
Cash
|
$
|
—
|
|
$
|
—
|
|
Trading account assets
|
8.7
|
|
8.5
|
|
||
Investments
|
5.0
|
|
4.4
|
|
||
Total loans, net of allowance
|
24.5
|
|
22.2
|
|
||
Other
|
0.5
|
|
0.5
|
|
||
Total assets
|
$
|
38.7
|
|
$
|
35.6
|
|
In billions of dollars
|
2018
|
2017
|
2016
|
||||||
Proceeds from new securitizations
|
$
|
6.8
|
|
$
|
11.1
|
|
$
|
3.3
|
|
Pay down of maturing notes
|
(8.3
|
)
|
(5.0
|
)
|
(10.3
|
)
|
In billions of dollars
|
Dec. 31, 2018
|
Dec. 31, 2017
|
||||
Term notes issued to third parties
|
$
|
25.8
|
|
$
|
27.8
|
|
Term notes retained by Citigroup affiliates
|
5.7
|
|
5.7
|
|
||
Total Master Trust liabilities
|
$
|
31.5
|
|
$
|
33.5
|
|
In billions of dollars
|
Dec. 31, 2018
|
Dec. 31, 2017
|
||||
Term notes issued to third parties
|
$
|
1.5
|
|
$
|
1.0
|
|
Term notes retained by Citigroup affiliates
|
1.9
|
|
1.9
|
|
||
Total Omni Trust liabilities
|
$
|
3.4
|
|
$
|
2.9
|
|
|
2018
|
2017
|
2016
|
|||||||||||||||
In billions of dollars
|
U.S. agency-
sponsored mortgages |
Non-agency-
sponsored mortgages |
U.S. agency-
sponsored mortgages |
Non-agency-
sponsored mortgages |
U.S. agency-
sponsored mortgages |
Non-agency-
sponsored mortgages |
||||||||||||
Principal securitized
|
$
|
4.0
|
|
$
|
5.6
|
|
$
|
7.8
|
|
$
|
7.3
|
|
$
|
14.8
|
|
$
|
0.3
|
|
Proceeds from new securitizations
(1)
|
4.2
|
|
7.1
|
|
8.1
|
|
7.3
|
|
15.4
|
|
0.3
|
|
||||||
Contractual servicing fees received
|
0.1
|
|
—
|
|
0.2
|
|
—
|
|
0.4
|
|
—
|
|
||||||
Purchases of previously transferred financial assets
|
0.2
|
|
—
|
|
0.4
|
|
—
|
|
0.5
|
|
—
|
|
|
December 31, 2018
|
December 31, 2017
|
||||||||||||||||
|
|
Non-agency-sponsored mortgages
(1)
|
|
Non-agency-sponsored mortgages
(1)
|
||||||||||||||
In millions of dollars
|
U.S. agency-
sponsored mortgages |
Senior
interests |
Subordinated
interests |
U.S. agency-
sponsored mortgages |
Senior
interests |
Subordinated
interests |
||||||||||||
Carrying value of retained interests
(2)
|
$
|
564
|
|
$
|
300
|
|
$
|
51
|
|
$
|
529
|
|
$
|
132
|
|
$
|
30
|
|
(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)
|
Retained interests consist of Level 2 or Level 3 assets depending on the observability of significant inputs. See Footnote 24 for more information about fair value measurements.
|
|
December 31, 2018
|
|||||
|
|
Non-agency-sponsored mortgages
(1)
|
||||
|
U.S. agency-
sponsored mortgages |
Senior
interests |
Subordinated
interests |
|||
Weighted average discount rate
|
9.6
|
%
|
2.8
|
%
|
4.4
|
%
|
Weighted average constant prepayment rate
|
5.8
|
%
|
8.0
|
%
|
9.1
|
%
|
Weighted average anticipated net credit losses
(2)
|
NM
|
|
4.4
|
%
|
3.4
|
%
|
Weighted average life
|
7.2 to 7.7 years
|
|
2.5 to 9.9 years
|
|
2.5 to 15.7 years
|
|
|
December 31, 2017
|
|||||
|
|
Non-agency-sponsored mortgages
(1)
|
||||
|
U.S. agency-
sponsored mortgages |
Senior
interests |
Subordinated
interests |
|||
Weighted average discount rate
|
13.7
|
%
|
3.1
|
%
|
3.9
|
%
|
Weighted average constant prepayment rate
|
6.7
|
%
|
4.3
|
%
|
4.3
|
%
|
Weighted average anticipated net credit losses
(2)
|
NM
|
|
7.0
|
%
|
8.7
|
%
|
Weighted average life
|
6.5 to 7.5 years
|
|
4.3 to 9.4 years
|
|
4.3 to 10.0 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.
|
|
December 31, 2018
|
|||||
|
|
Non-agency-sponsored mortgages
(1)
|
||||
|
U.S. agency-
sponsored mortgages |
Senior
interests |
Subordinated
interests |
|||
Weighted average discount rate
|
7.8
|
%
|
9.3
|
%
|
—
|
|
Weighted average constant prepayment rate
|
9.1
|
%
|
8.0
|
%
|
—
|
|
Weighted average anticipated net credit losses
(2)
|
NM
|
|
40.0
|
%
|
—
|
|
Weighted average life
|
3.6 to 7.5 years
|
|
6.6 years
|
|
—
|
|
|
December 31, 2017
|
|||||
|
|
Non-agency-sponsored mortgages
(1)
|
||||
|
U.S. agency-
sponsored mortgages |
Senior
interests |
Subordinated
interests |
|||
Weighted average discount rate
|
12.0
|
%
|
5.8
|
%
|
—
|
|
Weighted average constant prepayment rate
|
11.2
|
%
|
8.9
|
%
|
—
|
|
Weighted average anticipated net credit losses
(2)
|
NM
|
|
46.9
|
%
|
—
|
|
Weighted average life
|
3.8 to 6.9 years
|
|
4.8 to 5.3 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.
|
|
December 31, 2018
|
||||||||
|
|
Non-agency-sponsored mortgages
|
|||||||
In millions of dollars
|
U.S. agency-
sponsored mortgages |
Senior
interests |
Subordinated
interests |
||||||
Discount rate
|
|
|
|
||||||
Adverse change of 10%
|
$
|
(16
|
)
|
$
|
—
|
|
$
|
—
|
|
Adverse change of 20%
|
(32
|
)
|
—
|
|
—
|
|
|||
Constant prepayment rate
|
|
|
|
||||||
Adverse change of 10%
|
(21
|
)
|
—
|
|
—
|
|
|||
Adverse change of 20%
|
(41
|
)
|
—
|
|
—
|
|
|||
Anticipated net credit losses
|
|
|
|
||||||
Adverse change of 10%
|
NM
|
|
—
|
|
—
|
|
|||
Adverse change of 20%
|
NM
|
|
—
|
|
—
|
|
|
December 31, 2017
|
||||||||
|
|
Non-agency-sponsored mortgages
|
|||||||
In millions of dollars
|
U.S. agency-
sponsored mortgages |
Senior
interests |
Subordinated
interests |
||||||
Discount rate
|
|
|
|
||||||
Adverse change of 10%
|
$
|
(21
|
)
|
$
|
(2
|
)
|
$
|
—
|
|
Adverse change of 20%
|
(40
|
)
|
(4
|
)
|
—
|
|
|||
Constant prepayment rate
|
|
|
|
||||||
Adverse change of 10%
|
(21
|
)
|
(1
|
)
|
—
|
|
|||
Adverse change of 20%
|
(40
|
)
|
(1
|
)
|
—
|
|
|||
Anticipated net credit losses
|
|
|
|
||||||
Adverse change of 10%
|
NM
|
|
(3
|
)
|
—
|
|
|||
Adverse change of 20%
|
NM
|
|
(7
|
)
|
—
|
|
NM
|
Anticipated net credit losses are not meaningful due to U.S. agency guarantees.
|
|
Securitized assets
|
90 days past due
|
Liquidation losses
|
|||||||||||||||
In billions of dollars
|
2018
|
2017
|
2018
|
2017
|
2018
|
2017
|
||||||||||||
Securitized assets
|
|
|
|
|
|
|
||||||||||||
Residential mortgage
|
$
|
5.2
|
|
$
|
4.9
|
|
$
|
0.4
|
|
$
|
0.4
|
|
$
|
0.1
|
|
$
|
0.1
|
|
Commercial and other
|
13.1
|
|
6.8
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Total
|
$
|
18.3
|
|
$
|
11.7
|
|
$
|
0.4
|
|
$
|
0.4
|
|
$
|
0.1
|
|
$
|
0.1
|
|
In millions of dollars
|
2018
|
2017
|
||||
Balance, beginning of year
|
$
|
558
|
|
$
|
1,564
|
|
Originations
|
58
|
|
96
|
|
||
Changes in fair value of MSRs due to changes in inputs and assumptions
|
54
|
|
65
|
|
||
Other changes
(1)
|
(68
|
)
|
(110
|
)
|
||
Sale of MSRs
(2)
|
(18
|
)
|
(1,057
|
)
|
||
Balance, as of December 31
|
$
|
584
|
|
$
|
558
|
|
(1)
|
Represents changes due to customer payments and passage of time.
|
(2)
|
See Note 2 to the Consolidated Financial Statements for additional information on the exit of the U.S. mortgage servicing operations and sale of MSRs.
|
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Principal securitized
|
$
|
—
|
|
$
|
133
|
|
$
|
—
|
|
Proceeds from new securitizations
|
—
|
|
133
|
|
—
|
|
|||
Cash flows received on retained interests and other net cash flows
|
127
|
|
107
|
|
39
|
|
In millions of dollars
|
Dec. 31, 2018
|
Dec. 31, 2017
|
||||
Carrying value of retained interests
|
$
|
3,142
|
|
$
|
4,079
|
|
|
Dec. 31, 2018
|
Dec. 31, 2017
|
||
Weighted average discount rate
|
—
|
|
1.4
|
%
|
|
Dec. 31, 2018
|
Dec. 31, 2017
|
||
Weighted average discount rate
|
—
|
|
1.1
|
%
|
In millions of dollars
|
Dec. 31, 2018
|
Dec. 31, 2017
|
||||
Discount rates
|
|
|
||||
Adverse change of 10%
|
$
|
—
|
|
$
|
(1
|
)
|
Adverse change of 20%
|
—
|
|
(1
|
)
|
|
December 31, 2018
|
|||||
In millions of dollars
|
Total
unconsolidated VIE assets |
Maximum
exposure to unconsolidated VIEs |
||||
Type
|
|
|
||||
Commercial and other real estate
|
$
|
23,918
|
|
$
|
6,928
|
|
Corporate loans
|
6,731
|
|
5,744
|
|
||
Hedge funds and equities
|
388
|
|
53
|
|
||
Airplanes, ships and other assets
|
41,534
|
|
19,387
|
|
||
Total
|
$
|
72,571
|
|
$
|
32,112
|
|
|
December 31, 2017
|
|||||
In millions of dollars
|
Total
unconsolidated VIE assets |
Maximum
exposure to unconsolidated VIEs |
||||
Type
|
|
|
||||
Commercial and other real estate
|
$
|
15,370
|
|
$
|
5,445
|
|
Corporate loans
|
4,725
|
|
3,587
|
|
||
Hedge funds and equities
|
542
|
|
58
|
|
||
Airplanes, ships and other assets
|
39,202
|
|
16,849
|
|
||
Total
|
$
|
59,839
|
|
$
|
25,939
|
|
•
|
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 that may be settled in cash or through delivery of an item readily convertible to cash.
|
•
|
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 own risk management activities to hedge certain risks or reposition the risk profile of the Company. Hedging may be accomplished by applying hedge accounting in accordance with ASC 815,
Derivatives and Hedging
, or by an economic hedge. 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 synthetically 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 market 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-
|
|
Hedging instruments under
ASC 815 |
Trading derivative instruments
|
||||||||||
In millions of dollars
|
December 31,
2018 |
December 31,
2017 |
December 31,
2018 |
December 31,
2017 |
||||||||
Interest rate contracts
|
|
|
|
|
||||||||
Swaps
|
$
|
273,636
|
|
$
|
189,779
|
|
$
|
18,138,686
|
|
$
|
18,754,219
|
|
Futures and forwards
|
—
|
|
—
|
|
4,632,257
|
|
6,460,539
|
|
||||
Written options
|
—
|
|
—
|
|
3,018,469
|
|
3,516,131
|
|
||||
Purchased options
|
—
|
|
—
|
|
2,532,479
|
|
3,234,025
|
|
||||
Total interest rate contract notionals
|
$
|
273,636
|
|
$
|
189,779
|
|
$
|
28,321,891
|
|
$
|
31,964,914
|
|
Foreign exchange contracts
|
|
|
|
|
||||||||
Swaps
|
$
|
57,153
|
|
$
|
37,162
|
|
$
|
6,738,158
|
|
$
|
5,576,357
|
|
Futures, forwards and spot
|
41,410
|
|
33,103
|
|
5,115,504
|
|
3,097,700
|
|
||||
Written options
|
1,726
|
|
3,951
|
|
1,566,717
|
|
1,127,728
|
|
||||
Purchased options
|
2,104
|
|
6,427
|
|
1,543,516
|
|
1,148,686
|
|
||||
Total foreign exchange contract notionals
|
$
|
102,393
|
|
$
|
80,643
|
|
$
|
14,963,895
|
|
$
|
10,950,471
|
|
Equity contracts
|
|
|
|
|
||||||||
Swaps
|
$
|
—
|
|
$
|
—
|
|
$
|
217,580
|
|
$
|
215,834
|
|
Futures and forwards
|
—
|
|
—
|
|
52,053
|
|
72,616
|
|
||||
Written options
|
—
|
|
—
|
|
454,675
|
|
389,961
|
|
||||
Purchased options
|
—
|
|
—
|
|
341,018
|
|
328,154
|
|
||||
Total equity contract notionals
|
$
|
—
|
|
$
|
—
|
|
$
|
1,065,326
|
|
$
|
1,006,565
|
|
Commodity and other contracts
|
|
|
|
|
||||||||
Swaps
|
$
|
—
|
|
$
|
—
|
|
$
|
79,133
|
|
$
|
72,431
|
|
Futures and forwards
|
802
|
|
23
|
|
146,647
|
|
153,248
|
|
||||
Written options
|
—
|
|
—
|
|
62,629
|
|
62,045
|
|
||||
Purchased options
|
—
|
|
—
|
|
61,298
|
|
60,526
|
|
||||
Total commodity and other contract notionals
|
$
|
802
|
|
$
|
23
|
|
$
|
349,707
|
|
$
|
348,250
|
|
Credit derivatives
(1)
|
|
|
|
|
||||||||
Protection sold
|
$
|
—
|
|
$
|
—
|
|
$
|
724,939
|
|
$
|
735,142
|
|
Protection purchased
|
—
|
|
—
|
|
795,649
|
|
777,713
|
|
||||
Total credit derivatives
|
$
|
—
|
|
$
|
—
|
|
$
|
1,520,588
|
|
$
|
1,512,855
|
|
Total derivative notionals
|
$
|
376,831
|
|
$
|
270,445
|
|
$
|
46,221,407
|
|
$
|
45,783,055
|
|
(1)
|
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 December 31, 2018
|
Derivatives classified
in Trading account assets/liabilities (1)(2) |
|||||
Derivatives instruments designated as ASC 815 hedges
|
Assets
|
Liabilities
|
||||
Over-the-counter
|
$
|
1,631
|
|
$
|
172
|
|
Cleared
|
238
|
|
53
|
|
||
Interest rate contracts
|
$
|
1,869
|
|
$
|
225
|
|
Over-the-counter
|
$
|
1,402
|
|
$
|
736
|
|
Cleared
|
—
|
|
4
|
|
||
Foreign exchange contracts
|
$
|
1,402
|
|
$
|
740
|
|
Total derivatives instruments designated as ASC 815 hedges
|
$
|
3,271
|
|
$
|
965
|
|
Derivatives instruments not designated as ASC 815 hedges
|
|
|
||||
Over-the-counter
|
$
|
161,183
|
|
$
|
146,909
|
|
Cleared
|
8,489
|
|
7,594
|
|
||
Exchange traded
|
91
|
|
99
|
|
||
Interest rate contracts
|
$
|
169,763
|
|
$
|
154,602
|
|
Over-the-counter
|
$
|
159,099
|
|
$
|
156,904
|
|
Cleared
|
1,900
|
|
1,671
|
|
||
Exchange traded
|
53
|
|
40
|
|
||
Foreign exchange contracts
|
$
|
161,052
|
|
$
|
158,615
|
|
Over-the-counter
|
$
|
18,253
|
|
$
|
21,527
|
|
Cleared
|
17
|
|
32
|
|
||
Exchange traded
|
11,623
|
|
12,249
|
|
||
Equity contracts
|
$
|
29,893
|
|
$
|
33,808
|
|
Over-the-counter
|
$
|
16,661
|
|
$
|
19,894
|
|
Exchange traded
|
894
|
|
795
|
|
||
Commodity and other contracts
|
$
|
17,555
|
|
$
|
20,689
|
|
Over-the-counter
|
$
|
6,967
|
|
$
|
6,155
|
|
Cleared
|
3,798
|
|
4,196
|
|
||
Credit derivatives
|
$
|
10,765
|
|
$
|
10,351
|
|
Total derivatives instruments not designated as ASC 815 hedges
|
$
|
389,028
|
|
$
|
378,065
|
|
Total derivatives
|
$
|
392,299
|
|
$
|
379,030
|
|
Cash collateral paid/received
(3)
|
$
|
11,518
|
|
$
|
13,906
|
|
Less: Netting agreements
(4)
|
(311,089
|
)
|
(311,089
|
)
|
||
Less: Netting cash collateral received/paid
(5)
|
(38,608
|
)
|
(29,911
|
)
|
||
Net receivables/payables included on the Consolidated Balance Sheet
(6)
|
$
|
54,120
|
|
$
|
51,936
|
|
Additional amounts subject to an enforceable master netting agreement, but not offset on the Consolidated Balance Sheet
|
|
|
||||
Less: Cash collateral received/paid
|
$
|
(767
|
)
|
$
|
(164
|
)
|
Less: Non-cash collateral received/paid
|
(13,509
|
)
|
(13,354
|
)
|
||
Total net receivables/payables
(6)
|
$
|
39,844
|
|
$
|
38,418
|
|
(1)
|
The derivatives fair values are presented in Note 24 to the Consolidated Financial Statements.
|
(2)
|
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.
|
(3)
|
Reflects the net amount of the
$41,429 million
and
$52,514 million
of gross cash collateral paid and received, respectively. Of the gross cash collateral paid,
$29,911 million
was used to offset trading derivative liabilities and, of the gross cash collateral received,
$38,608 million
was used to offset trading derivative assets.
|
(4)
|
Represents the netting of derivative receivable and payable balances with the same counterparty under enforceable netting agreements. Approximately
$296 billion
,
$4 billion
and
$11 billion
of the netting against trading account asset/liability balances is attributable to each of the OTC, cleared and exchange traded derivatives, respectively.
|
(5)
|
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.
|
(6)
|
The net receivables/payables include approximately
$5 billion
of derivative asset and
$7 billion
of derivative liability fair values not subject to enforceable master netting agreements, respectively.
|
In millions of dollars at December 31, 2017
|
Derivatives classified
in Trading account assets/liabilities (1)(2) |
|||||
Derivatives instruments designated as ASC 815 hedges
|
Assets
|
Liabilities
|
||||
Over-the-counter
|
$
|
1,969
|
|
$
|
134
|
|
Cleared
|
110
|
|
92
|
|
||
Interest rate contracts
|
$
|
2,079
|
|
$
|
226
|
|
Over-the-counter
|
$
|
1,143
|
|
$
|
1,150
|
|
Foreign exchange contracts
|
$
|
1,143
|
|
$
|
1,150
|
|
Total derivatives instruments designated as ASC 815 hedges
|
$
|
3,222
|
|
$
|
1,376
|
|
Derivatives instruments not designated as ASC 815 hedges
|
|
|
||||
Over-the-counter
|
$
|
195,677
|
|
$
|
173,937
|
|
Cleared
|
7,129
|
|
10,381
|
|
||
Exchange traded
|
102
|
|
95
|
|
||
Interest rate contracts
|
$
|
202,908
|
|
$
|
184,413
|
|
Over-the-counter
|
$
|
119,092
|
|
$
|
117,473
|
|
Cleared
|
1,690
|
|
2,028
|
|
||
Exchange traded
|
34
|
|
121
|
|
||
Foreign exchange contracts
|
$
|
120,816
|
|
$
|
119,622
|
|
Over-the-counter
|
$
|
17,221
|
|
$
|
21,201
|
|
Cleared
|
21
|
|
25
|
|
||
Exchange traded
|
9,736
|
|
10,147
|
|
||
Equity contracts
|
$
|
26,978
|
|
$
|
31,373
|
|
Over-the-counter
|
$
|
13,499
|
|
$
|
16,362
|
|
Exchange traded
|
604
|
|
665
|
|
||
Commodity and other contracts
|
$
|
14,103
|
|
$
|
17,027
|
|
Over-the-counter
|
$
|
12,972
|
|
$
|
12,958
|
|
Cleared
|
7,562
|
|
8,575
|
|
||
Credit derivatives
|
$
|
20,534
|
|
$
|
21,533
|
|
Total derivatives instruments not designated as ASC 815 hedges
|
$
|
385,339
|
|
$
|
373,968
|
|
Total derivatives
|
$
|
388,561
|
|
$
|
375,344
|
|
Cash collateral paid/received
(3)
|
$
|
7,541
|
|
$
|
14,308
|
|
Less: Netting agreements
(4)
|
(306,401
|
)
|
(306,401
|
)
|
||
Less: Netting cash collateral received/paid
(5)
|
(38,532
|
)
|
(35,666
|
)
|
||
Net receivables/payables included on the Consolidated Balance Sheet
(6)
|
$
|
51,169
|
|
$
|
47,585
|
|
Additional amounts subject to an enforceable master netting agreement, but not offset on the Consolidated Balance Sheet
|
|
|
||||
Less: Cash collateral received/paid
|
$
|
(872
|
)
|
$
|
(121
|
)
|
Less: Non-cash collateral received/paid
|
(12,739
|
)
|
(6,929
|
)
|
||
Total net receivables/payables
(6)
|
$
|
37,558
|
|
$
|
40,535
|
|
(1)
|
The derivatives fair values are presented in Note 24 to the Consolidated Financial Statements. Derivative mark-to-market receivables/payables previously reported within
Other assets/Other liabilities
have been reclassified to
Trading account assets/Trading account liabilities
to conform with the current-period presentation.
|
(2)
|
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, 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.
|
(3)
|
Reflects the net amount of the
$43,207 million
and
$52,840 million
of gross cash collateral paid and received, respectively. Of the gross cash collateral paid,
$35,666 million
was used to offset trading derivative liabilities and, of the gross cash collateral received,
$38,532 million
was used to offset trading derivative assets.
|
(4)
|
Represents the netting of derivative receivable and payable balances with the same counterparty under enforceable netting agreements. Approximately
$283 billion
,
$14 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.
|
(5)
|
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.
|
(6)
|
The net receivables/payables include approximately
$6 billion
of derivative asset and
$8 billion
of liability fair values not subject to enforceable master netting agreements, respectively.
|
|
Gains (losses) included in
Other revenue
|
||||||||
|
Year ended December 31,
|
||||||||
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Interest rate contracts
|
$
|
(25
|
)
|
$
|
(73
|
)
|
$
|
51
|
|
Foreign exchange
|
(197
|
)
|
2,062
|
|
(847
|
)
|
|||
Credit derivatives
|
(155
|
)
|
(538
|
)
|
(1,174
|
)
|
|||
Total
|
$
|
(377
|
)
|
$
|
1,451
|
|
$
|
(1,970
|
)
|
|
Gains (losses) on fair value hedges
(1)
|
|||||||||||
|
Year Ended December 31,
|
|||||||||||
|
2018
|
2017
(2)
|
2016
(2)
|
|||||||||
In millions of dollars
|
Other revenue
|
Net interest revenue
|
Other
revenue
|
Other
revenue
|
||||||||
Gain (loss) on the derivatives in designated and qualifying fair value hedges
|
|
|
|
|
||||||||
Interest rate hedges
|
$
|
—
|
|
$
|
794
|
|
$
|
(891
|
)
|
$
|
(753
|
)
|
Foreign exchange hedges
|
(225
|
)
|
—
|
|
(824
|
)
|
(1,415
|
)
|
||||
Commodity hedges
|
(140
|
)
|
—
|
|
(17
|
)
|
182
|
|
||||
Total gain (loss) on the derivatives in designated and qualifying fair value hedges
|
$
|
(365
|
)
|
$
|
794
|
|
$
|
(1,732
|
)
|
$
|
(1,986
|
)
|
Gain (loss) on the hedged item in designated and qualifying fair value hedges
|
|
|
|
|
||||||||
Interest rate hedges
|
$
|
—
|
|
$
|
(747
|
)
|
$
|
853
|
|
$
|
668
|
|
Foreign exchange hedges
|
99
|
|
—
|
|
969
|
|
1,573
|
|
||||
Commodity hedges
|
124
|
|
—
|
|
18
|
|
(210
|
)
|
||||
Total gain (loss) on the hedged item in designated and qualifying fair value hedges
|
$
|
223
|
|
$
|
(747
|
)
|
$
|
1,840
|
|
$
|
2,031
|
|
Net gain (loss) excluded from assessment of the effectiveness of fair value hedges
|
|
|
|
|
||||||||
Interest rate hedges
|
$
|
—
|
|
$
|
(5
|
)
|
$
|
(7
|
)
|
$
|
(1
|
)
|
Foreign exchange hedges
(3)
|
14
|
|
—
|
|
96
|
|
154
|
|
||||
Commodity hedges
|
7
|
|
—
|
|
1
|
|
(28
|
)
|
||||
Total net gain (loss) excluded from assessment of the effectiveness of fair value hedges
|
$
|
21
|
|
$
|
(5
|
)
|
$
|
90
|
|
$
|
125
|
|
(1)
|
Beginning January 1, 2018, gain (loss) amounts for interest rate risk hedges are included in
Interest income/Interest expense
, while the remaining amounts including the amounts for interest rate hedges prior to January 1, 2018 are included in
Other revenue
or
Principal transactions
on the Consolidated Statement of Income. The accrued interest income on fair value hedges both prior to and after January 1, 2018 is recorded in
Net interest revenue
and is excluded from this table.
|
(2)
|
Hedge ineffectiveness recognized in earnings on designated and qualifying fair value hedges for the year ended December 31, 2017 was
$(31) million
for interest rate hedges and
$49 million
for foreign exchange hedges, for a total of
$18 million
. Hedge ineffectiveness recognized in earnings on designated and qualifying fair value hedges for the year ended December 31, 2016 was
$(84) million
for interest rate hedges and
$4 million
for foreign exchange hedges, for a total of
$(80) million
.
|
(3)
|
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. After January 1, 2018, amounts include cross-currency basis, which is recognized in accumulated other comprehensive income. The amount of cross-currency basis that was included in AOCI was
$(74) million
for the year ended December 31, 2018, none of which was recognized in earnings.
|
|
Year ended December 31,
|
|||||||||||
In millions of dollars
|
2018
|
2017
|
2016
|
|||||||||
Amount of gain (loss) recognized in AOCI on derivative
|
|
|
|
|||||||||
Interest rate contracts
(1)
|
$
|
(361
|
)
|
$
|
(165
|
)
|
$
|
(219
|
)
|
|||
Foreign exchange contracts
|
5
|
|
(8
|
)
|
69
|
|
||||||
Total gain (loss) recognized in AOCI
|
$
|
(356
|
)
|
$
|
(173
|
)
|
$
|
(150
|
)
|
|||
Amount of gain (loss) reclassified from AOCI to earnings
|
Other
revenue
|
Net interest
revenue
|
Other
revenue
|
Other
revenue
|
||||||||
Interest rate contracts
(1)
|
$
|
—
|
|
$
|
(301
|
)
|
$
|
(126
|
)
|
$
|
(140
|
)
|
Foreign exchange contracts
|
(17
|
)
|
—
|
|
(10
|
)
|
(93
|
)
|
||||
Total gain (loss) reclassified from AOCI into earnings
|
$
|
(17
|
)
|
$
|
(301
|
)
|
$
|
(136
|
)
|
$
|
(233
|
)
|
(1)
|
After January 1, 2018, all amounts reclassified into earnings for interest rate contracts are included in
Interest income/Interest expense (Net interest revenue)
. For all other hedges, including interest rate hedges prior to January 1, 2018, the amounts reclassified to earnings are included primarily in
Other revenue
and
Net interest revenue
in the Consolidated Statement of Income.
|
|
Fair values
|
Notionals
|
||||||||||
In millions of dollars at December 31, 2018
|
Receivable
(1)
|
Payable
(2)
|
Protection
purchased |
Protection
sold |
||||||||
By industry/counterparty
|
|
|
|
|
||||||||
Banks
|
$
|
4,785
|
|
$
|
4,432
|
|
$
|
214,842
|
|
$
|
218,273
|
|
Broker-dealers
|
1,706
|
|
1,612
|
|
62,904
|
|
63,014
|
|
||||
Non-financial
|
64
|
|
87
|
|
2,687
|
|
1,192
|
|
||||
Insurance and other financial institutions
|
4,210
|
|
4,220
|
|
515,216
|
|
442,460
|
|
||||
Total by industry/counterparty
|
$
|
10,765
|
|
$
|
10,351
|
|
$
|
795,649
|
|
$
|
724,939
|
|
By instrument
|
|
|
|
|
||||||||
Credit default swaps and options
|
$
|
10,030
|
|
$
|
9,755
|
|
$
|
771,865
|
|
$
|
712,623
|
|
Total return swaps and other
|
735
|
|
596
|
|
23,784
|
|
12,316
|
|
||||
Total by instrument
|
$
|
10,765
|
|
$
|
10,351
|
|
$
|
795,649
|
|
$
|
724,939
|
|
By rating
|
|
|
|
|
||||||||
Investment grade
|
$
|
4,725
|
|
$
|
4,544
|
|
$
|
637,790
|
|
$
|
568,849
|
|
Non-investment grade
|
6,040
|
|
5,807
|
|
157,859
|
|
156,090
|
|
||||
Total by rating
|
$
|
10,765
|
|
$
|
10,351
|
|
$
|
795,649
|
|
$
|
724,939
|
|
By maturity
|
|
|
|
|
||||||||
Within 1 year
|
$
|
2,037
|
|
$
|
2,063
|
|
$
|
251,994
|
|
$
|
225,597
|
|
From 1 to 5 years
|
6,720
|
|
6,414
|
|
493,096
|
|
456,409
|
|
||||
After 5 years
|
2,008
|
|
1,874
|
|
50,559
|
|
42,933
|
|
||||
Total by maturity
|
$
|
10,765
|
|
$
|
10,351
|
|
$
|
795,649
|
|
$
|
724,939
|
|
(1)
|
The fair value amount receivable is composed of
$5,126 million
under protection purchased and
$5,639 million
under protection sold.
|
(2)
|
The fair value amount payable is composed of
$5,882 million
under protection purchased and
$4,469 million
under protection sold.
|
|
Fair values
|
Notionals
|
||||||||||
In millions of dollars at December 31, 2017
|
Receivable
(1)
|
Payable
(2)
|
Protection
purchased |
Protection
sold |
||||||||
By industry/counterparty
|
|
|
|
|
||||||||
Banks
|
$
|
7,471
|
|
$
|
6,669
|
|
$
|
264,414
|
|
$
|
273,711
|
|
Broker-dealers
|
2,325
|
|
2,285
|
|
73,273
|
|
83,229
|
|
||||
Non-financial
|
70
|
|
91
|
|
1,288
|
|
1,140
|
|
||||
Insurance and other financial institutions
|
10,668
|
|
12,488
|
|
438,738
|
|
377,062
|
|
||||
Total by industry/counterparty
|
$
|
20,534
|
|
$
|
21,533
|
|
$
|
777,713
|
|
$
|
735,142
|
|
By instrument
|
|
|
|
|
||||||||
Credit default swaps and options
|
$
|
20,251
|
|
$
|
20,554
|
|
$
|
754,114
|
|
$
|
724,228
|
|
Total return swaps and other
|
283
|
|
979
|
|
23,599
|
|
10,914
|
|
||||
Total by instrument
|
$
|
20,534
|
|
$
|
21,533
|
|
$
|
777,713
|
|
$
|
735,142
|
|
By rating
|
|
|
|
|
||||||||
Investment grade
|
$
|
10,473
|
|
$
|
10,616
|
|
$
|
588,324
|
|
$
|
557,987
|
|
Non-investment grade
|
10,061
|
|
10,917
|
|
189,389
|
|
177,155
|
|
||||
Total by rating
|
$
|
20,534
|
|
$
|
21,533
|
|
$
|
777,713
|
|
$
|
735,142
|
|
By maturity
|
|
|
|
|
||||||||
Within 1 year
|
$
|
2,477
|
|
$
|
2,914
|
|
$
|
231,878
|
|
$
|
218,097
|
|
From 1 to 5 years
|
16,098
|
|
16,435
|
|
498,606
|
|
476,345
|
|
||||
After 5 years
|
1,959
|
|
2,184
|
|
47,229
|
|
40,700
|
|
||||
Total by maturity
|
$
|
20,534
|
|
$
|
21,533
|
|
$
|
777,713
|
|
$
|
735,142
|
|
(1)
|
The fair value amount receivable is composed of
$3,195 million
under protection purchased and
$17,339 million
under protection sold.
|
(2)
|
The fair value amount payable is composed of
$3,147 million
under protection purchased and
$18,386 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
|
|
Credit and funding valuation adjustments
contra-liability (contra-asset)
|
|||||
In millions of dollars
|
December 31,
2018 |
December 31,
2017 |
||||
Counterparty CVA
|
$
|
(1,085
|
)
|
$
|
(970
|
)
|
Asset FVA
|
(544
|
)
|
(447
|
)
|
||
Citigroup (own-credit) CVA
|
482
|
|
287
|
|
||
Liability FVA
|
135
|
|
47
|
|
||
Total CVA—derivative instruments
(1)
|
$
|
(1,012
|
)
|
$
|
(1,083
|
)
|
(1)
|
FVA is included with CVA for presentation purposes.
|
|
Credit/funding/debt valuation
adjustments gain (loss)
|
||||||||
In millions of dollars
|
2018
|
2017
|
2016
|
||||||
Counterparty CVA
|
$
|
(109
|
)
|
$
|
276
|
|
$
|
157
|
|
Asset FVA
|
46
|
|
90
|
|
47
|
|
|||
Own-credit CVA
|
178
|
|
(153
|
)
|
17
|
|
|||
Liability FVA
|
56
|
|
(15
|
)
|
(44
|
)
|
|||
Total CVA—derivative instruments
|
$
|
171
|
|
$
|
198
|
|
$
|
177
|
|
DVA related to own FVO liabilities
(1)
|
$
|
1,415
|
|
$
|
(680
|
)
|
$
|
(538
|
)
|
Total CVA and DVA
(2)
|
$
|
1,586
|
|
$
|
(482
|
)
|
$
|
(361
|
)
|
(1)
|
See Notes 1 and 17 to the Consolidated Financial Statements.
|
(2)
|
FVA is included with CVA for presentation purposes.
|
In millions of dollars at December 31, 2018
|
Level 1
|
Level 2
|
Level 3
|
Gross
inventory |
Netting
(1)
|
Net
balance |
||||||||||||
Assets
|
|
|
|
|
|
|
||||||||||||
Federal funds sold and securities borrowed and purchased under agreements to resell
|
$
|
—
|
|
$
|
214,570
|
|
$
|
115
|
|
$
|
214,685
|
|
$
|
(66,984
|
)
|
$
|
147,701
|
|
Trading non-derivative assets
|
|
|
|
|
|
|
||||||||||||
Trading mortgage-backed securities
|
|
|
|
|
|
|
||||||||||||
U.S. government-sponsored agency guaranteed
|
—
|
|
24,090
|
|
156
|
|
24,246
|
|
—
|
|
24,246
|
|
||||||
Residential
|
—
|
|
709
|
|
268
|
|
977
|
|
—
|
|
977
|
|
||||||
Commercial
|
—
|
|
1,323
|
|
77
|
|
1,400
|
|
—
|
|
1,400
|
|
||||||
Total trading mortgage-backed securities
|
$
|
—
|
|
$
|
26,122
|
|
$
|
501
|
|
$
|
26,623
|
|
$
|
—
|
|
$
|
26,623
|
|
U.S. Treasury and federal agency securities
|
$
|
26,439
|
|
$
|
4,802
|
|
$
|
1
|
|
$
|
31,242
|
|
$
|
—
|
|
$
|
31,242
|
|
State and municipal
|
—
|
|
3,782
|
|
200
|
|
3,982
|
|
—
|
|
3,982
|
|
||||||
Foreign government
|
43,309
|
|
21,179
|
|
31
|
|
64,519
|
|
—
|
|
64,519
|
|
||||||
Corporate
|
1,026
|
|
14,510
|
|
360
|
|
15,896
|
|
—
|
|
15,896
|
|
||||||
Equity securities
|
36,342
|
|
7,308
|
|
153
|
|
43,803
|
|
—
|
|
43,803
|
|
||||||
Asset-backed securities
|
—
|
|
1,429
|
|
1,484
|
|
2,913
|
|
—
|
|
2,913
|
|
||||||
Other trading assets
(2)
|
3
|
|
12,198
|
|
818
|
|
13,019
|
|
—
|
|
13,019
|
|
||||||
Total trading non-derivative assets
|
$
|
107,119
|
|
$
|
91,330
|
|
$
|
3,548
|
|
$
|
201,997
|
|
$
|
—
|
|
$
|
201,997
|
|
Trading derivatives
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
$
|
101
|
|
$
|
169,860
|
|
$
|
1,671
|
|
$
|
171,632
|
|
|
|
||||
Foreign exchange contracts
|
—
|
|
162,108
|
|
346
|
|
162,454
|
|
|
|
||||||||
Equity contracts
|
647
|
|
28,903
|
|
343
|
|
29,893
|
|
|
|
||||||||
Commodity contracts
|
—
|
|
16,788
|
|
767
|
|
17,555
|
|
|
|
||||||||
Credit derivatives
|
—
|
|
9,839
|
|
926
|
|
10,765
|
|
|
|
||||||||
Total trading derivatives
|
$
|
748
|
|
$
|
387,498
|
|
$
|
4,053
|
|
$
|
392,299
|
|
|
|
||||
Cash collateral paid
(3)
|
|
|
|
$
|
11,518
|
|
|
|
||||||||||
Netting agreements
|
|
|
|
|
$
|
(311,089
|
)
|
|
||||||||||
Netting of cash collateral received
|
|
|
|
|
(38,608
|
)
|
|
|||||||||||
Total trading derivatives
|
$
|
748
|
|
$
|
387,498
|
|
$
|
4,053
|
|
$
|
403,817
|
|
$
|
(349,697
|
)
|
$
|
54,120
|
|
Investments
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
|
|
|
|
|
|
||||||||||||
U.S. government-sponsored agency guaranteed
|
$
|
—
|
|
$
|
42,988
|
|
$
|
32
|
|
$
|
43,020
|
|
$
|
—
|
|
$
|
43,020
|
|
Residential
|
—
|
|
1,313
|
|
—
|
|
1,313
|
|
—
|
|
1,313
|
|
||||||
Commercial
|
—
|
|
172
|
|
—
|
|
172
|
|
—
|
|
172
|
|
||||||
Total investment mortgage-backed securities
|
$
|
—
|
|
$
|
44,473
|
|
$
|
32
|
|
$
|
44,505
|
|
$
|
—
|
|
$
|
44,505
|
|
U.S. Treasury and federal agency securities
|
$
|
107,577
|
|
$
|
9,645
|
|
$
|
—
|
|
$
|
117,222
|
|
$
|
—
|
|
$
|
117,222
|
|
State and municipal
|
—
|
|
8,498
|
|
708
|
|
9,206
|
|
—
|
|
9,206
|
|
||||||
Foreign government
|
58,252
|
|
42,371
|
|
68
|
|
100,691
|
|
—
|
|
100,691
|
|
||||||
Corporate
|
4,410
|
|
7,033
|
|
156
|
|
11,599
|
|
—
|
|
11,599
|
|
||||||
Marketable equity securities
|
206
|
|
14
|
|
—
|
|
220
|
|
—
|
|
220
|
|
||||||
Asset-backed securities
|
—
|
|
656
|
|
187
|
|
843
|
|
—
|
|
843
|
|
||||||
Other debt securities
|
—
|
|
3,972
|
|
—
|
|
3,972
|
|
—
|
|
3,972
|
|
||||||
Non-marketable equity securities
(4)
|
—
|
|
96
|
|
586
|
|
682
|
|
—
|
|
682
|
|
||||||
Total investments
|
$
|
170,445
|
|
$
|
116,758
|
|
$
|
1,737
|
|
$
|
288,940
|
|
$
|
—
|
|
$
|
288,940
|
|
In millions of dollars at December 31, 2018
|
Level 1
|
Level 2
|
Level 3
|
Gross
inventory |
Netting
(1)
|
Net
balance |
||||||||||||
Loans
|
$
|
—
|
|
$
|
2,946
|
|
$
|
277
|
|
$
|
3,223
|
|
$
|
—
|
|
$
|
3,223
|
|
Mortgage servicing rights
|
—
|
|
—
|
|
584
|
|
584
|
|
—
|
|
584
|
|
||||||
Non-trading derivatives and other financial assets measured on a recurring basis
|
$
|
15,839
|
|
$
|
4,949
|
|
$
|
—
|
|
$
|
20,788
|
|
$
|
—
|
|
$
|
20,788
|
|
Total assets
|
$
|
294,151
|
|
$
|
818,051
|
|
$
|
10,314
|
|
$
|
1,134,034
|
|
$
|
(416,681
|
)
|
$
|
717,353
|
|
Total as a percentage of gross assets
(5)
|
26.2
|
%
|
72.9
|
%
|
0.9
|
%
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
|
||||||||||||
Interest-bearing deposits
|
$
|
—
|
|
$
|
980
|
|
$
|
495
|
|
$
|
1,475
|
|
$
|
—
|
|
$
|
1,475
|
|
Federal funds purchased and securities loaned and sold under agreements to repurchase
|
—
|
|
110,511
|
|
983
|
|
111,494
|
|
(66,984
|
)
|
44,510
|
|
||||||
Trading account liabilities
|
|
|
|
|
|
|
||||||||||||
Securities sold, not yet purchased
|
78,872
|
|
11,364
|
|
586
|
|
90,822
|
|
—
|
|
90,822
|
|
||||||
Other trading liabilities
|
—
|
|
1,547
|
|
—
|
|
1,547
|
|
—
|
|
1,547
|
|
||||||
Total trading liabilities
|
$
|
78,872
|
|
$
|
12,911
|
|
$
|
586
|
|
$
|
92,369
|
|
$
|
—
|
|
$
|
92,369
|
|
Trading derivatives
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
$
|
71
|
|
$
|
152,931
|
|
$
|
1,825
|
|
$
|
154,827
|
|
|
|
||||
Foreign exchange contracts
|
—
|
|
159,003
|
|
352
|
|
159,355
|
|
|
|
||||||||
Equity contracts
|
351
|
|
32,330
|
|
1,127
|
|
33,808
|
|
|
|
||||||||
Commodity contracts
|
—
|
|
19,904
|
|
785
|
|
20,689
|
|
|
|
||||||||
Credit derivatives
|
—
|
|
9,486
|
|
865
|
|
10,351
|
|
|
|
||||||||
Total trading derivatives
|
$
|
422
|
|
$
|
373,654
|
|
$
|
4,954
|
|
$
|
379,030
|
|
|
|
||||
Cash collateral received
(6)
|
|
|
|
$
|
13,906
|
|
|
|
||||||||||
Netting agreements
|
|
|
|
|
$
|
(311,089
|
)
|
|
||||||||||
Netting of cash collateral paid
|
|
|
|
|
(29,911
|
)
|
|
|||||||||||
Total trading derivatives
|
$
|
422
|
|
$
|
373,654
|
|
$
|
4,954
|
|
$
|
392,936
|
|
$
|
(341,000
|
)
|
$
|
51,936
|
|
Short-term borrowings
|
$
|
—
|
|
$
|
4,446
|
|
$
|
37
|
|
$
|
4,483
|
|
$
|
—
|
|
$
|
4,483
|
|
Long-term debt
|
—
|
|
25,659
|
|
12,570
|
|
38,229
|
|
—
|
|
38,229
|
|
||||||
Total non-trading derivatives and other financial liabilities measured on a recurring basis
|
$
|
15,839
|
|
$
|
67
|
|
$
|
—
|
|
$
|
15,906
|
|
$
|
—
|
|
$
|
15,906
|
|
Total liabilities
|
$
|
95,133
|
|
$
|
528,228
|
|
$
|
19,625
|
|
$
|
656,892
|
|
$
|
(407,984
|
)
|
$
|
248,908
|
|
Total as a percentage of gross liabilities
(5)
|
14.8
|
%
|
82.1
|
%
|
3.1
|
%
|
|
|
|
(1)
|
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.
|
(2)
|
Includes positions related to investments in unallocated precious metals, as discussed in Note 25 to the Consolidated Financial Statements. Also includes physical commodities accounted for at the lower of cost or fair value and unfunded credit products.
|
(3)
|
Reflects the net amount of
$41,429 million
of gross cash collateral paid, of which
$29,911 million
was used to offset trading derivative liabilities.
|
(4)
|
Amounts exclude
$0.2 billion
of investments measured at 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)
|
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.
|
(6)
|
Reflects the net amount of
$52,514 million
of gross cash collateral received, of which
$38,608 million
was used to offset trading derivative assets.
|
In millions of dollars at December 31, 2017
|
Level 1
|
Level 2
|
Level 3
|
Gross
inventory |
Netting
(1)
|
Net
balance |
||||||||||||
Assets
|
|
|
|
|
|
|
||||||||||||
Federal funds sold and securities borrowed and purchased under agreements to resell
|
$
|
—
|
|
$
|
188,571
|
|
$
|
16
|
|
$
|
188,587
|
|
$
|
(55,638
|
)
|
$
|
132,949
|
|
Trading non-derivative assets
|
|
|
|
|
|
|
||||||||||||
Trading mortgage-backed securities
|
|
|
|
|
|
|
||||||||||||
U.S. government-sponsored agency guaranteed
|
—
|
|
22,801
|
|
163
|
|
22,964
|
|
—
|
|
22,964
|
|
||||||
Residential
|
—
|
|
649
|
|
164
|
|
813
|
|
—
|
|
813
|
|
||||||
Commercial
|
—
|
|
1,309
|
|
57
|
|
1,366
|
|
—
|
|
1,366
|
|
||||||
Total trading mortgage-backed securities
|
$
|
—
|
|
$
|
24,759
|
|
$
|
384
|
|
$
|
25,143
|
|
$
|
—
|
|
$
|
25,143
|
|
U.S. Treasury and federal agency securities
|
$
|
17,524
|
|
$
|
3,613
|
|
$
|
—
|
|
$
|
21,137
|
|
$
|
—
|
|
$
|
21,137
|
|
State and municipal
|
—
|
|
4,426
|
|
274
|
|
4,700
|
|
—
|
|
4,700
|
|
||||||
Foreign government
|
39,347
|
|
20,843
|
|
16
|
|
60,206
|
|
—
|
|
60,206
|
|
||||||
Corporate
|
301
|
|
15,129
|
|
275
|
|
15,705
|
|
—
|
|
15,705
|
|
||||||
Equity securities
|
53,305
|
|
6,794
|
|
120
|
|
60,219
|
|
—
|
|
60,219
|
|
||||||
Asset-backed securities
|
—
|
|
1,198
|
|
1,590
|
|
2,788
|
|
—
|
|
2,788
|
|
||||||
Other trading assets
(2)
|
3
|
|
11,105
|
|
615
|
|
11,723
|
|
—
|
|
11,723
|
|
||||||
Total trading non-derivative assets
|
$
|
110,480
|
|
$
|
87,867
|
|
$
|
3,274
|
|
$
|
201,621
|
|
$
|
—
|
|
$
|
201,621
|
|
Trading derivatives
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
$
|
145
|
|
$
|
203,134
|
|
$
|
1,708
|
|
$
|
204,987
|
|
|
|
||||
Foreign exchange contracts
|
19
|
|
121,363
|
|
577
|
|
121,959
|
|
|
|
||||||||
Equity contracts
|
2,364
|
|
24,170
|
|
444
|
|
26,978
|
|
|
|
||||||||
Commodity contracts
|
282
|
|
13,252
|
|
569
|
|
14,103
|
|
|
|
||||||||
Credit derivatives
|
—
|
|
19,624
|
|
910
|
|
20,534
|
|
|
|
||||||||
Total trading derivatives
|
$
|
2,810
|
|
$
|
381,543
|
|
$
|
4,208
|
|
$
|
388,561
|
|
|
|
||||
Cash collateral paid
(3)
|
|
|
|
$
|
7,541
|
|
|
|
||||||||||
Netting agreements
|
|
|
|
|
$
|
(306,401
|
)
|
|
||||||||||
Netting of cash collateral received
|
|
|
|
|
(38,532
|
)
|
|
|||||||||||
Total trading derivatives
|
$
|
2,810
|
|
$
|
381,543
|
|
$
|
4,208
|
|
$
|
396,102
|
|
$
|
(344,933
|
)
|
$
|
51,169
|
|
Investments
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
|
|
|
|
|
|
||||||||||||
U.S. government-sponsored agency guaranteed
|
$
|
—
|
|
$
|
41,717
|
|
$
|
24
|
|
$
|
41,741
|
|
$
|
—
|
|
$
|
41,741
|
|
Residential
|
—
|
|
2,884
|
|
—
|
|
2,884
|
|
—
|
|
2,884
|
|
||||||
Commercial
|
—
|
|
329
|
|
3
|
|
332
|
|
—
|
|
332
|
|
||||||
Total investment mortgage-backed securities
|
$
|
—
|
|
$
|
44,930
|
|
$
|
27
|
|
$
|
44,957
|
|
$
|
—
|
|
$
|
44,957
|
|
U.S. Treasury and federal agency securities
|
$
|
106,964
|
|
$
|
11,182
|
|
$
|
—
|
|
$
|
118,146
|
|
$
|
—
|
|
$
|
118,146
|
|
State and municipal
|
—
|
|
8,028
|
|
737
|
|
8,765
|
|
—
|
|
8,765
|
|
||||||
Foreign government
|
56,456
|
|
43,985
|
|
92
|
|
100,533
|
|
—
|
|
100,533
|
|
||||||
Corporate
|
1,911
|
|
12,127
|
|
71
|
|
14,109
|
|
—
|
|
14,109
|
|
||||||
Marketable equity securities
|
176
|
|
11
|
|
2
|
|
189
|
|
—
|
|
189
|
|
||||||
Asset-backed securities
|
—
|
|
3,091
|
|
827
|
|
3,918
|
|
—
|
|
3,918
|
|
||||||
Other debt securities
|
—
|
|
297
|
|
—
|
|
297
|
|
—
|
|
297
|
|
||||||
Non-marketable equity securities
(4)
|
—
|
|
121
|
|
681
|
|
802
|
|
—
|
|
802
|
|
||||||
Total investments
|
$
|
165,507
|
|
$
|
123,772
|
|
$
|
2,437
|
|
$
|
291,716
|
|
$
|
—
|
|
$
|
291,716
|
|
In millions of dollars at December 31, 2017
|
Level 1
|
Level 2
|
Level 3
|
Gross
inventory |
Netting
(1)
|
Net
balance |
||||||||||||
Loans
|
$
|
—
|
|
$
|
3,824
|
|
$
|
550
|
|
$
|
4,374
|
|
$
|
—
|
|
$
|
4,374
|
|
Mortgage servicing rights
|
—
|
|
—
|
|
558
|
|
558
|
|
—
|
|
558
|
|
||||||
Non-trading derivatives and other financial assets measured on a recurring basis
|
$
|
13,903
|
|
$
|
4,640
|
|
$
|
16
|
|
$
|
18,559
|
|
$
|
—
|
|
$
|
18,559
|
|
Total assets
|
$
|
292,700
|
|
$
|
790,217
|
|
$
|
11,059
|
|
$
|
1,101,517
|
|
$
|
(400,571
|
)
|
$
|
700,946
|
|
Total as a percentage of gross assets
(5)
|
26.8
|
%
|
72.2
|
%
|
1.0
|
%
|
|
|
|
|||||||||
Liabilities
|
|
|
|
|
|
|
||||||||||||
Interest-bearing deposits
|
$
|
—
|
|
$
|
1,179
|
|
$
|
286
|
|
$
|
1,465
|
|
$
|
—
|
|
$
|
1,465
|
|
Federal funds purchased and securities loaned and sold under agreements to repurchase
|
—
|
|
95,550
|
|
726
|
|
96,276
|
|
(55,638
|
)
|
40,638
|
|
||||||
Trading account liabilities
|
|
|
|
|
|
|
||||||||||||
Securities sold, not yet purchased
|
65,843
|
|
10,306
|
|
22
|
|
76,171
|
|
—
|
|
76,171
|
|
||||||
Other trading liabilities
|
—
|
|
1,409
|
|
5
|
|
1,414
|
|
—
|
|
1,414
|
|
||||||
Total trading liabilities
|
$
|
65,843
|
|
$
|
11,715
|
|
$
|
27
|
|
$
|
77,585
|
|
$
|
—
|
|
$
|
77,585
|
|
Trading account derivatives
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
$
|
137
|
|
$
|
182,372
|
|
$
|
2,130
|
|
$
|
184,639
|
|
|
|
||||
Foreign exchange contracts
|
9
|
|
120,316
|
|
447
|
|
120,772
|
|
|
|
||||||||
Equity contracts
|
2,430
|
|
26,472
|
|
2,471
|
|
31,373
|
|
|
|
||||||||
Commodity contracts
|
115
|
|
14,482
|
|
2,430
|
|
17,027
|
|
|
|
||||||||
Credit derivatives
|
—
|
|
19,824
|
|
1,709
|
|
21,533
|
|
|
|
||||||||
Total trading derivatives
|
$
|
2,691
|
|
$
|
363,466
|
|
$
|
9,187
|
|
$
|
375,344
|
|
|
|
||||
Cash collateral received
(6)
|
|
|
|
$
|
14,308
|
|
|
|
||||||||||
Netting agreements
|
|
|
|
|
$
|
(306,401
|
)
|
|
||||||||||
Netting of cash collateral paid
|
|
|
|
|
(35,666
|
)
|
|
|||||||||||
Total trading derivatives
|
$
|
2,691
|
|
$
|
363,466
|
|
$
|
9,187
|
|
$
|
389,652
|
|
$
|
(342,067
|
)
|
$
|
47,585
|
|
Short-term borrowings
|
$
|
—
|
|
$
|
4,609
|
|
$
|
18
|
|
$
|
4,627
|
|
$
|
—
|
|
$
|
4,627
|
|
Long-term debt
|
—
|
|
18,310
|
|
13,082
|
|
31,392
|
|
—
|
|
31,392
|
|
||||||
Non-trading derivatives and other financial liabilities measured on a recurring basis
|
$
|
13,903
|
|
$
|
50
|
|
$
|
8
|
|
$
|
13,961
|
|
$
|
—
|
|
$
|
13,961
|
|
Total liabilities
|
$
|
82,437
|
|
$
|
494,879
|
|
$
|
23,334
|
|
$
|
614,958
|
|
$
|
(397,705
|
)
|
$
|
217,253
|
|
Total as a percentage of gross liabilities
(5)
|
13.7
|
%
|
82.4
|
%
|
3.9
|
%
|
|
|
|
(1)
|
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.
|
(2)
|
Includes positions related to investments in unallocated precious metals, as discussed in Note 25 to the Consolidated Financial Statements. Also includes physical commodities accounted for at the lower of cost or fair value and unfunded credit products.
|
(3)
|
Reflects the net amount of
$43,207 million
of gross cash collateral paid, of which
$35,666 million
was used to offset trading derivative liabilities.
|
(4)
|
Amounts exclude
$0.4 billion
of investments measured at NAV in accordance with ASU 2015-07
.
|
(5)
|
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.
|
(6)
|
Reflects the net amount of
$52,840 million
of gross cash collateral received, of which
$38,532 million
was used to offset trading derivative assets.
|
|
|
Net realized/unrealized
gains (losses) included in |
Transfers
|
|
|
|
|
|
Unrealized
gains (losses) still held (3) |
||||||||||||||||||||||||
In millions of dollars
|
Dec. 31, 2017
|
Principal
transactions |
Other
(1)(2)
|
into
Level 3 |
out of
Level 3 |
Purchases
|
Issuances
|
Sales
|
Settlements
|
Dec. 31, 2018
|
|||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Federal funds sold and securities borrowed and purchased under agreements to resell
|
$
|
16
|
|
$
|
17
|
|
$
|
—
|
|
$
|
50
|
|
$
|
—
|
|
$
|
95
|
|
$
|
—
|
|
$
|
16
|
|
$
|
(79
|
)
|
$
|
115
|
|
$
|
9
|
|
Trading non-derivative assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Trading mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. government-sponsored agency guaranteed
|
163
|
|
5
|
|
—
|
|
92
|
|
(107
|
)
|
281
|
|
—
|
|
(278
|
)
|
—
|
|
156
|
|
186
|
|
|||||||||||
Residential
|
164
|
|
112
|
|
—
|
|
124
|
|
(133
|
)
|
154
|
|
—
|
|
(153
|
)
|
—
|
|
268
|
|
4
|
|
|||||||||||
Commercial
|
57
|
|
(7
|
)
|
—
|
|
24
|
|
(49
|
)
|
110
|
|
—
|
|
(58
|
)
|
—
|
|
77
|
|
—
|
|
|||||||||||
Total trading mortgage-backed securities
|
$
|
384
|
|
$
|
110
|
|
$
|
—
|
|
$
|
240
|
|
$
|
(289
|
)
|
$
|
545
|
|
$
|
—
|
|
$
|
(489
|
)
|
$
|
—
|
|
$
|
501
|
|
$
|
190
|
|
U.S. Treasury and federal agency securities
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
6
|
|
$
|
(4
|
)
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(2
|
)
|
$
|
1
|
|
$
|
—
|
|
State and municipal
|
274
|
|
22
|
|
—
|
|
—
|
|
(96
|
)
|
45
|
|
—
|
|
(45
|
)
|
—
|
|
200
|
|
9
|
|
|||||||||||
Foreign government
|
16
|
|
(2
|
)
|
—
|
|
5
|
|
(13
|
)
|
75
|
|
—
|
|
(50
|
)
|
—
|
|
31
|
|
(28
|
)
|
|||||||||||
Corporate
|
275
|
|
(72
|
)
|
—
|
|
138
|
|
(122
|
)
|
596
|
|
(40
|
)
|
(415
|
)
|
—
|
|
360
|
|
(32
|
)
|
|||||||||||
Equity securities
|
120
|
|
2
|
|
—
|
|
25
|
|
(62
|
)
|
290
|
|
—
|
|
(222
|
)
|
—
|
|
153
|
|
(56
|
)
|
|||||||||||
Asset-backed securities
|
1,590
|
|
28
|
|
—
|
|
77
|
|
(90
|
)
|
1,238
|
|
—
|
|
(1,359
|
)
|
—
|
|
1,484
|
|
(21
|
)
|
|||||||||||
Other trading assets
|
615
|
|
276
|
|
—
|
|
197
|
|
(82
|
)
|
598
|
|
8
|
|
(777
|
)
|
(17
|
)
|
818
|
|
91
|
|
|||||||||||
Total trading non-derivative assets
|
$
|
3,274
|
|
$
|
364
|
|
$
|
—
|
|
$
|
688
|
|
$
|
(758
|
)
|
$
|
3,388
|
|
$
|
(32
|
)
|
$
|
(3,357
|
)
|
$
|
(19
|
)
|
$
|
3,548
|
|
$
|
153
|
|
Trading derivatives, net
(4)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest rate contracts
|
$
|
(422
|
)
|
$
|
414
|
|
$
|
—
|
|
$
|
(6
|
)
|
$
|
(193
|
)
|
$
|
8
|
|
$
|
17
|
|
$
|
(32
|
)
|
$
|
60
|
|
$
|
(154
|
)
|
$
|
336
|
|
Foreign exchange contracts
|
130
|
|
(99
|
)
|
—
|
|
(29
|
)
|
77
|
|
11
|
|
—
|
|
(89
|
)
|
(7
|
)
|
(6
|
)
|
(72
|
)
|
|||||||||||
Equity contracts
|
(2,027
|
)
|
479
|
|
—
|
|
(131
|
)
|
1,114
|
|
25
|
|
(44
|
)
|
(17
|
)
|
(183
|
)
|
(784
|
)
|
52
|
|
|||||||||||
Commodity contracts
|
(1,861
|
)
|
(505
|
)
|
—
|
|
(32
|
)
|
2,180
|
|
62
|
|
—
|
|
(19
|
)
|
157
|
|
(18
|
)
|
(171
|
)
|
|||||||||||
Credit derivatives
|
(799
|
)
|
261
|
|
—
|
|
(7
|
)
|
391
|
|
2
|
|
—
|
|
1
|
|
212
|
|
61
|
|
87
|
|
|||||||||||
Total trading derivatives, net
(4)
|
$
|
(4,979
|
)
|
$
|
550
|
|
$
|
—
|
|
$
|
(205
|
)
|
$
|
3,569
|
|
$
|
108
|
|
$
|
(27
|
)
|
$
|
(156
|
)
|
$
|
239
|
|
$
|
(901
|
)
|
$
|
232
|
|
|
|
Net realized/unrealized
gains (losses) included in |
Transfers
|
|
|
|
|
|
Unrealized
gains (losses) still held (3) |
||||||||||||||||||||||||
In millions of dollars
|
Dec. 31, 2017
|
Principal
transactions |
Other
(1)(2)
|
into
Level 3 |
out of
Level 3 |
Purchases
|
Issuances
|
Sales
|
Settlements
|
Dec. 31, 2018
|
|||||||||||||||||||||||
Investments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. government-sponsored agency guaranteed
|
$
|
24
|
|
$
|
—
|
|
$
|
10
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(2
|
)
|
$
|
—
|
|
$
|
32
|
|
$
|
14
|
|
Residential
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Commercial
|
3
|
|
—
|
|
2
|
|
1
|
|
(1
|
)
|
—
|
|
—
|
|
(5
|
)
|
—
|
|
—
|
|
—
|
|
|||||||||||
Total investment mortgage-backed securities
|
$
|
27
|
|
$
|
—
|
|
$
|
12
|
|
$
|
1
|
|
$
|
(1
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
(7
|
)
|
$
|
—
|
|
$
|
32
|
|
$
|
14
|
|
U.S. Treasury and federal agency securities
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
State and municipal
|
737
|
|
—
|
|
(20
|
)
|
—
|
|
(18
|
)
|
211
|
|
—
|
|
(202
|
)
|
—
|
|
708
|
|
(29
|
)
|
|||||||||||
Foreign government
|
92
|
|
—
|
|
(3
|
)
|
3
|
|
(4
|
)
|
141
|
|
—
|
|
(161
|
)
|
—
|
|
68
|
|
4
|
|
|||||||||||
Corporate
|
71
|
|
—
|
|
(1
|
)
|
61
|
|
(66
|
)
|
101
|
|
—
|
|
(10
|
)
|
—
|
|
156
|
|
—
|
|
|||||||||||
Marketable equity securities
|
2
|
|
—
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
(1
|
)
|
—
|
|
—
|
|
|||||||||||
Asset-backed securities
|
827
|
|
—
|
|
(21
|
)
|
10
|
|
(524
|
)
|
63
|
|
—
|
|
(168
|
)
|
—
|
|
187
|
|
—
|
|
|||||||||||
Other debt securities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Non-marketable equity securities
|
681
|
|
—
|
|
(95
|
)
|
193
|
|
—
|
|
91
|
|
—
|
|
(234
|
)
|
(50
|
)
|
586
|
|
55
|
|
|||||||||||
Total investments
|
$
|
2,437
|
|
$
|
—
|
|
$
|
(127
|
)
|
$
|
268
|
|
$
|
(613
|
)
|
$
|
607
|
|
$
|
—
|
|
$
|
(784
|
)
|
$
|
(51
|
)
|
$
|
1,737
|
|
$
|
44
|
|
Loans
|
$
|
550
|
|
$
|
—
|
|
$
|
(319
|
)
|
$
|
—
|
|
$
|
13
|
|
$
|
140
|
|
$
|
—
|
|
$
|
(103
|
)
|
$
|
(4
|
)
|
$
|
277
|
|
$
|
236
|
|
Mortgage servicing rights
|
558
|
|
—
|
|
54
|
|
—
|
|
—
|
|
—
|
|
58
|
|
(18
|
)
|
(68
|
)
|
584
|
|
59
|
|
|||||||||||
Other financial assets measured on a recurring basis
|
16
|
|
—
|
|
51
|
|
—
|
|
(11
|
)
|
4
|
|
12
|
|
(12
|
)
|
(60
|
)
|
—
|
|
63
|
|
|||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest-bearing deposits
|
$
|
286
|
|
$
|
—
|
|
$
|
14
|
|
$
|
13
|
|
$
|
(1
|
)
|
$
|
—
|
|
$
|
215
|
|
$
|
—
|
|
$
|
(4
|
)
|
$
|
495
|
|
$
|
(355
|
)
|
Federal funds purchased and securities loaned and sold under agreements to repurchase
|
726
|
|
(8
|
)
|
—
|
|
1
|
|
—
|
|
—
|
|
243
|
|
(31
|
)
|
36
|
|
983
|
|
24
|
|
|||||||||||
Trading account liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Securities sold, not yet purchased
|
22
|
|
(454
|
)
|
—
|
|
187
|
|
(172
|
)
|
7
|
|
226
|
|
(39
|
)
|
(99
|
)
|
586
|
|
(238
|
)
|
|||||||||||
Other trading liabilities
|
5
|
|
5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Short-term borrowings
|
18
|
|
53
|
|
—
|
|
72
|
|
(46
|
)
|
—
|
|
86
|
|
—
|
|
(40
|
)
|
37
|
|
25
|
|
|||||||||||
Long-term debt
|
13,082
|
|
(182
|
)
|
—
|
|
2,850
|
|
(3,514
|
)
|
36
|
|
(18
|
)
|
(45
|
)
|
(3
|
)
|
12,570
|
|
(2,871
|
)
|
|||||||||||
Other financial liabilities measured on a recurring basis
|
8
|
|
—
|
|
(2
|
)
|
1
|
|
(10
|
)
|
—
|
|
2
|
|
—
|
|
(3
|
)
|
—
|
|
(8
|
)
|
(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
in the Consolidated Statement of Income.
|
(2)
|
Unrealized gains (losses) on MSRs are recorded in
Other revenue
in 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
December 31, 2018
.
|
(4)
|
Total Level 3 trading derivative assets and liabilities have been netted in these tables for presentation purposes only.
|
|
|
Net realized/unrealized
gains (losses) included in |
Transfers
|
|
|
|
|
|
Unrealized
gains (losses) still held (3) |
||||||||||||||||||||||||
In millions of dollars
|
Dec. 31, 2016
|
Principal
transactions |
Other
(1)(2)
|
into
Level 3 |
out of
Level 3 |
Purchases
|
Issuances
|
Sales
|
Settlements
|
Dec. 31, 2017
|
|||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Federal funds sold and securities borrowed and purchased under agreements to resell
|
$
|
1,496
|
|
$
|
(281
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
(1,198
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(1
|
)
|
$
|
16
|
|
$
|
1
|
|
Trading non-derivative assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Trading mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. government-sponsored agency guaranteed
|
176
|
|
23
|
|
—
|
|
176
|
|
(174
|
)
|
463
|
|
—
|
|
(504
|
)
|
3
|
|
163
|
|
2
|
|
|||||||||||
Residential
|
399
|
|
86
|
|
—
|
|
95
|
|
(118
|
)
|
126
|
|
—
|
|
(424
|
)
|
—
|
|
164
|
|
14
|
|
|||||||||||
Commercial
|
206
|
|
15
|
|
—
|
|
69
|
|
(57
|
)
|
450
|
|
—
|
|
(626
|
)
|
—
|
|
57
|
|
(5
|
)
|
|||||||||||
Total trading mortgage-backed securities
|
$
|
781
|
|
$
|
124
|
|
$
|
—
|
|
$
|
340
|
|
$
|
(349
|
)
|
$
|
1,039
|
|
$
|
—
|
|
$
|
(1,554
|
)
|
$
|
3
|
|
$
|
384
|
|
$
|
11
|
|
U.S. Treasury and federal agency securities
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(1
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
State and municipal
|
296
|
|
28
|
|
—
|
|
24
|
|
(48
|
)
|
161
|
|
(23
|
)
|
(164
|
)
|
—
|
|
274
|
|
8
|
|
|||||||||||
Foreign government
|
40
|
|
1
|
|
—
|
|
89
|
|
(228
|
)
|
291
|
|
—
|
|
(177
|
)
|
—
|
|
16
|
|
—
|
|
|||||||||||
Corporate
|
324
|
|
344
|
|
—
|
|
140
|
|
(185
|
)
|
482
|
|
(8
|
)
|
(828
|
)
|
6
|
|
275
|
|
81
|
|
|||||||||||
Equity securities
|
127
|
|
54
|
|
—
|
|
210
|
|
(58
|
)
|
51
|
|
(3
|
)
|
(261
|
)
|
—
|
|
120
|
|
—
|
|
|||||||||||
Asset-backed securities
|
1,868
|
|
284
|
|
—
|
|
44
|
|
(178
|
)
|
1,457
|
|
—
|
|
(1,885
|
)
|
—
|
|
1,590
|
|
36
|
|
|||||||||||
Other trading assets
|
2,814
|
|
117
|
|
—
|
|
474
|
|
(2,691
|
)
|
2,195
|
|
11
|
|
(2,285
|
)
|
(20
|
)
|
615
|
|
60
|
|
|||||||||||
Total trading non-derivative assets
|
$
|
6,251
|
|
$
|
952
|
|
$
|
—
|
|
$
|
1,321
|
|
$
|
(3,737
|
)
|
$
|
5,676
|
|
$
|
(23
|
)
|
$
|
(7,155
|
)
|
$
|
(11
|
)
|
$
|
3,274
|
|
$
|
196
|
|
Trading derivatives, net
(4)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest rate contracts
|
$
|
(663
|
)
|
$
|
(44
|
)
|
$
|
—
|
|
$
|
(28
|
)
|
$
|
610
|
|
$
|
154
|
|
$
|
(13
|
)
|
$
|
(322
|
)
|
$
|
(116
|
)
|
$
|
(422
|
)
|
$
|
77
|
|
Foreign exchange contracts
|
413
|
|
(438
|
)
|
—
|
|
54
|
|
(60
|
)
|
33
|
|
14
|
|
(21
|
)
|
135
|
|
130
|
|
(139
|
)
|
|||||||||||
Equity contracts
|
(1,557
|
)
|
129
|
|
—
|
|
(159
|
)
|
28
|
|
184
|
|
(216
|
)
|
(333
|
)
|
(103
|
)
|
(2,027
|
)
|
(214
|
)
|
|||||||||||
Commodity contracts
|
(1,945
|
)
|
(384
|
)
|
—
|
|
77
|
|
35
|
|
—
|
|
23
|
|
(3
|
)
|
336
|
|
(1,861
|
)
|
149
|
|
|||||||||||
Credit derivatives
|
(1,001
|
)
|
(484
|
)
|
—
|
|
(28
|
)
|
18
|
|
6
|
|
16
|
|
(6
|
)
|
680
|
|
(799
|
)
|
(169
|
)
|
|||||||||||
Total trading derivatives, net
(4)
|
$
|
(4,753
|
)
|
$
|
(1,221
|
)
|
$
|
—
|
|
$
|
(84
|
)
|
$
|
631
|
|
$
|
377
|
|
$
|
(176
|
)
|
$
|
(685
|
)
|
$
|
932
|
|
$
|
(4,979
|
)
|
$
|
(296
|
)
|
Investments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. government-sponsored agency guaranteed
|
$
|
101
|
|
$
|
—
|
|
$
|
16
|
|
$
|
1
|
|
$
|
(94
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
24
|
|
$
|
(2
|
)
|
Residential
|
50
|
|
—
|
|
2
|
|
—
|
|
(47
|
)
|
—
|
|
—
|
|
(5
|
)
|
—
|
|
—
|
|
—
|
|
|||||||||||
Commercial
|
—
|
|
—
|
|
—
|
|
3
|
|
—
|
|
12
|
|
—
|
|
(12
|
)
|
—
|
|
3
|
|
—
|
|
|||||||||||
Total investment mortgage-backed securities
|
$
|
151
|
|
$
|
—
|
|
$
|
18
|
|
$
|
4
|
|
$
|
(141
|
)
|
$
|
12
|
|
$
|
—
|
|
$
|
(17
|
)
|
$
|
—
|
|
$
|
27
|
|
$
|
(2
|
)
|
U.S. Treasury and federal agency securities
|
$
|
2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(2
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
State and municipal
|
1,211
|
|
—
|
|
58
|
|
70
|
|
(517
|
)
|
127
|
|
—
|
|
(212
|
)
|
—
|
|
737
|
|
44
|
|
|||||||||||
Foreign government
|
186
|
|
—
|
|
—
|
|
2
|
|
(284
|
)
|
523
|
|
—
|
|
(335
|
)
|
—
|
|
92
|
|
1
|
|
|||||||||||
Corporate
|
311
|
|
—
|
|
9
|
|
77
|
|
(47
|
)
|
227
|
|
—
|
|
(506
|
)
|
—
|
|
71
|
|
—
|
|
|||||||||||
Marketable equity securities
|
9
|
|
—
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
(6
|
)
|
—
|
|
2
|
|
—
|
|
|||||||||||
Asset-backed securities
|
660
|
|
—
|
|
(89
|
)
|
31
|
|
(32
|
)
|
883
|
|
—
|
|
(626
|
)
|
—
|
|
827
|
|
12
|
|
|||||||||||
Other debt securities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
21
|
|
—
|
|
(21
|
)
|
—
|
|
—
|
|
—
|
|
|||||||||||
Non-marketable equity securities
|
1,331
|
|
—
|
|
(170
|
)
|
2
|
|
—
|
|
19
|
|
—
|
|
(233
|
)
|
(268
|
)
|
681
|
|
44
|
|
|||||||||||
Total investments
|
$
|
3,861
|
|
$
|
—
|
|
$
|
(175
|
)
|
$
|
186
|
|
$
|
(1,021
|
)
|
$
|
1,812
|
|
$
|
—
|
|
$
|
(1,958
|
)
|
$
|
(268
|
)
|
$
|
2,437
|
|
$
|
99
|
|
|
|
Net realized/unrealized
gains (losses) included in |
Transfers
|
|
|
|
|
|
Unrealized
gains (losses) still held (3) |
||||||||||||||||||||||||
In millions of dollars
|
Dec. 31, 2016
|
Principal
transactions |
Other
(1)(2)
|
into
Level 3 |
out of
Level 3 |
Purchases
|
Issuances
|
Sales
|
Settlements
|
Dec. 31, 2017
|
|||||||||||||||||||||||
Loans
|
$
|
568
|
|
$
|
—
|
|
$
|
75
|
|
$
|
80
|
|
$
|
(16
|
)
|
$
|
188
|
|
$
|
—
|
|
$
|
(337
|
)
|
$
|
(8
|
)
|
$
|
550
|
|
$
|
211
|
|
Mortgage servicing rights
|
1,564
|
|
—
|
|
65
|
|
—
|
|
—
|
|
—
|
|
96
|
|
(1,057
|
)
|
(110
|
)
|
558
|
|
74
|
|
|||||||||||
Other financial assets measured on a recurring basis
|
34
|
|
—
|
|
(128
|
)
|
10
|
|
(8
|
)
|
1
|
|
318
|
|
(14
|
)
|
(197
|
)
|
16
|
|
(152
|
)
|
|||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest-bearing deposits
|
$
|
293
|
|
$
|
—
|
|
$
|
25
|
|
$
|
40
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2
|
|
$
|
—
|
|
$
|
(24
|
)
|
$
|
286
|
|
$
|
22
|
|
Federal funds purchased and securities loaned and sold under agreements to repurchase
|
849
|
|
14
|
|
—
|
|
—
|
|
—
|
|
—
|
|
36
|
|
—
|
|
(145
|
)
|
726
|
|
10
|
|
|||||||||||
Trading account liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Securities sold, not yet purchased
|
1,177
|
|
385
|
|
—
|
|
22
|
|
(796
|
)
|
—
|
|
17
|
|
277
|
|
(290
|
)
|
22
|
|
8
|
|
|||||||||||
Other trading liabilities
|
1
|
|
—
|
|
—
|
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
5
|
|
—
|
|
|||||||||||
Short-term borrowings
|
42
|
|
32
|
|
—
|
|
4
|
|
(7
|
)
|
—
|
|
31
|
|
—
|
|
(20
|
)
|
18
|
|
(3
|
)
|
|||||||||||
Long-term debt
|
9,744
|
|
(1,083
|
)
|
—
|
|
1,251
|
|
(1,836
|
)
|
44
|
|
2,712
|
|
—
|
|
84
|
|
13,082
|
|
(1,554
|
)
|
|||||||||||
Other financial liabilities measured on a recurring basis
|
8
|
|
—
|
|
—
|
|
5
|
|
—
|
|
—
|
|
5
|
|
(1
|
)
|
(9
|
)
|
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
in the Consolidated Statement of Income.
|
(2)
|
Unrealized gains (losses) on MSRs are recorded in
Other revenue
in 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
December 31, 2017
.
|
(4)
|
Total Level 3 derivative assets and liabilities have been netted in these tables for presentation purposes only.
|
•
|
Transfers of
Equity Contract Derivatives
of
$1.1 billion
from Level 3 to Level 2 related to equity derivatives where the unobservable components were deemed insignificant.
|
•
|
Transfers of
Commodity Contract Derivatives
of
$2.2 billion
from Level 3 to Level 2 related to commodity derivatives where the unobservable component of the derivatives were deemed insignificant.
|
•
|
Transfers of
Long-Term Debt
of
$2.9 billion
from Level 2 to Level 3, and of
$3.5 billion
from Level 3 to Level 2, mainly related to structured debt, reflecting changes in the significance of unobservable inputs as well as certain underlying market inputs becoming less or more observable.
|
•
|
Transfers of
Federal funds sold and securities borrowed or purchased under agreements to resell
of
$1.2 billion
from Level 3 to Level 2, related to the significance of unobservable inputs as well as certain underlying market inputs becoming more observable and shortening of the remaining tenor of certain reverse repos. There is more transparency and observability for repo curves used in the valuation of structured reverse repos with tenors up to five years.
|
•
|
Transfers of
Other trading assets
of
$2.7 billion
from Level 3 to Level 2, related to trading loans, reflecting changes in the volume of market quotations changes in the significance of unobservable inputs for certain portfolios of trading loans economically hedging derivatives, and certain underlying market inputs becoming more observable as a result of secondary market transactions for portfolios of residential mortgage loans with similar characteristics.
|
•
|
Transfers of
Long-term debt
of
$1.3 billion
from Level 2 to Level 3, and of
$1.8 billion
from Level 3 to Level 2, mainly related to structured debt, reflecting changes in the significance of unobservable inputs as well as certain underlying market inputs becoming less or more observable.
|
As of December 31, 2018
|
Fair value
(1)
(in millions)
|
Methodology
|
Input
|
Low
(2)(3)
|
High
(2)(3)
|
Weighted
average
(4)
|
||||||||
Assets
|
|
|
|
|
|
|
||||||||
Federal funds sold and securities borrowed and purchased under agreements to resell
|
$
|
115
|
|
Model-based
|
Interest rate
|
2.52
|
%
|
7.43
|
%
|
5.08
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|||||
Mortgage-backed securities
|
$
|
313
|
|
Price-based
|
Price
|
$
|
11.25
|
|
$
|
110.35
|
|
$
|
90.07
|
|
|
198
|
|
Yield analysis
|
Yield
|
2.27
|
%
|
8.70
|
%
|
3.74
|
%
|
||||
State and municipal, foreign government, corporate and other debt securities
|
$
|
1,212
|
|
Price-based
|
Price
|
$
|
—
|
|
$
|
103.75
|
|
$
|
91.39
|
|
|
938
|
|
Model-based
|
Credit spread
|
35 bps
|
|
446 bps
|
|
238 bps
|
|
||||
Equity securities
(5)
|
$
|
108
|
|
Price-based
|
Price
|
$
|
—
|
|
$
|
20,255.00
|
|
$
|
1,247.85
|
|
|
45
|
|
Model-based
|
WAL
|
1.47 years
|
|
1.47 years
|
|
1.47 years
|
|
||||
Asset-backed securities
|
$
|
1,608
|
|
Price-based
|
Price
|
$
|
2.75
|
|
$
|
101.03
|
|
$
|
66.18
|
|
Non-marketable equity
|
$
|
293
|
|
Comparables analysis
|
Discount to price
|
—
|
%
|
100.00
|
%
|
0.66
|
%
|
|||
|
255
|
|
Price-based
|
EBITDA multiples
|
5.00x
|
|
34.00x
|
|
9.73x
|
|
||||
|
|
|
Net operating income multiple
|
24.70x
|
|
24.70x
|
|
24.70x
|
|
|||||
|
|
|
Price
|
$
|
2.38
|
|
$
|
1,073.80
|
|
$
|
420.24
|
|
||
|
|
|
Revenue multiple
|
2.25x
|
|
16.50x
|
|
7.06x
|
|
|||||
Derivatives—gross
(6)
|
|
|
|
|
|
|
||||||||
Interest rate contracts (gross)
|
$
|
3,467
|
|
Model-based
|
Mean reversion
|
1.00
|
%
|
20.00
|
%
|
10.50
|
%
|
|||
|
|
|
Inflation volatility
|
0.22
|
%
|
2.65
|
%
|
0.77
|
%
|
|||||
|
|
|
IR normal volatility
|
0.16
|
%
|
86.31
|
%
|
56.24
|
%
|
|||||
Foreign exchange contracts (gross)
|
$
|
626
|
|
Model-based
|
Foreign exchange (FX) volatility
|
3.15
|
%
|
17.35
|
%
|
11.37
|
%
|
|||
|
73
|
|
Cash flow
|
IR-IR correlation
|
(51.00
|
)%
|
40.00
|
%
|
32.69
|
%
|
||||
|
|
|
IR-FX correlation
|
40.00
|
%
|
60.00
|
%
|
50.00
|
%
|
|||||
|
|
|
Credit spread
|
39 bps
|
|
676 bps
|
|
423 bps
|
|
|||||
|
|
|
IR basis
|
(0.65
|
)%
|
0.11
|
%
|
(0.17
|
)%
|
|||||
|
|
|
Yield
|
6.98
|
%
|
7.48
|
%
|
7.23
|
%
|
|||||
Equity contracts (gross)
(7)
|
$
|
1,467
|
|
Model-based
|
Equity volatility
|
3.00
|
%
|
78.39
|
%
|
37.53
|
%
|
|||
|
|
|
Forward price
|
64.66
|
%
|
144.45
|
%
|
98.55
|
%
|
|||||
|
|
|
Equity-Equity correlation
|
(81.39
|
)%
|
100.00
|
%
|
35.49
|
%
|
|||||
|
|
|
Equity-FX correlation
|
(86.27
|
)%
|
70.00
|
%
|
(1.20
|
)%
|
|||||
|
|
|
WAL
|
1.47 years
|
|
1.47 years
|
|
1.47 years
|
|
|||||
Commodity contracts (gross)
|
$
|
1,552
|
|
Model-based
|
Forward price
|
15.30
|
%
|
585.07
|
%
|
145.08
|
%
|
|||
|
|
|
Commodity volatility
|
8.92
|
%
|
59.86
|
%
|
20.34
|
%
|
|||||
|
|
|
Commodity correlation
|
(51.90
|
)%
|
92.11
|
%
|
40.71
|
%
|
As of December 31, 2018
|
Fair value
(1)
(in millions)
|
Methodology
|
Input
|
Low
(2)(3)
|
High
(2)(3)
|
Weighted
average
(4)
|
||||||||
Credit derivatives (gross)
|
$
|
1,089
|
|
Model-based
|
Credit correlation
|
5.00
|
%
|
85.00
|
%
|
41.06
|
%
|
|||
|
701
|
|
Price-based
|
Upfront points
|
7.41
|
%
|
99.04
|
%
|
58.95
|
%
|
||||
|
|
|
Credit spread
|
2 bps
|
|
1,127 bps
|
|
87 bps
|
|
|||||
|
|
|
Recovery rate
|
5.00
|
%
|
65.00
|
%
|
46.40
|
%
|
|||||
|
|
|
Price
|
$
|
16.59
|
|
$
|
98.00
|
|
$
|
81.19
|
|
||
Loans and leases
|
$
|
248
|
|
Model-based
|
Credit spread
|
138 bps
|
|
255 bps
|
|
147 bps
|
|
|||
|
29
|
|
Price-based
|
Yield
|
0.30
|
%
|
0.47
|
%
|
0.32
|
%
|
||||
|
|
|
Price
|
$
|
55.83
|
|
$
|
110.00
|
|
$
|
92.40
|
|
||
Mortgage servicing rights
|
$
|
501
|
|
Cash flow
|
Yield
|
4.60
|
%
|
12.00
|
%
|
7.79
|
%
|
|||
|
84
|
|
Model-based
|
WAL
|
3.55 years
|
|
7.45 years
|
|
6.39 years
|
|
||||
Liabilities
|
|
|
|
|
|
|
||||||||
Interest-bearing deposits
|
$
|
495
|
|
Model-based
|
Mean reversion
|
1.00
|
%
|
20.00
|
%
|
10.50
|
%
|
|||
|
|
|
Forward price
|
64.66
|
%
|
144.45
|
%
|
98.55
|
%
|
|||||
|
|
|
Equity volatility
|
3.00
|
%
|
78.39
|
%
|
43.49
|
%
|
|||||
Federal funds purchased and securities loaned and sold under agreements to repurchase
|
$
|
983
|
|
Model-based
|
Interest rate
|
2.52
|
%
|
3.21
|
%
|
2.87
|
%
|
|||
Trading account liabilities
|
|
|
|
|
|
|
||||||||
Securities sold, not yet purchased
|
$
|
509
|
|
Model-based
|
Forward price
|
15.30
|
%
|
585.07
|
%
|
105.69
|
%
|
|||
|
77
|
|
Price-based
|
Equity volatility
|
3.00
|
%
|
78.39
|
%
|
43.49
|
%
|
||||
|
|
|
Equity-Equity correlation
|
(81.39
|
)%
|
100.00
|
%
|
34.04
|
%
|
|||||
|
|
|
Equity-FX correlation
|
(86.27
|
)%
|
70.00
|
%
|
(1.20
|
)%
|
|||||
|
|
|
Commodity volatility
|
8.92
|
%
|
59.86
|
%
|
20.34
|
%
|
|||||
|
|
|
Commodity correlation
|
(51.90
|
)%
|
92.11
|
%
|
40.71
|
%
|
|||||
|
|
|
Equity-IR correlation
|
(40.00
|
)%
|
70.37
|
%
|
30.80
|
%
|
|||||
|
|
|
|
|
|
|
||||||||
Short-term borrowings and long-term debt
|
$
|
12,289
|
|
Model-based
|
Mean reversion
|
1.00
|
%
|
20.00
|
%
|
10.50
|
%
|
|||
|
|
|
IR normal volatility
|
0.16
|
%
|
86.31
|
%
|
56.61
|
%
|
|||||
|
|
|
Forward price
|
64.66
|
%
|
144.45
|
%
|
98.58
|
%
|
|||||
|
|
|
Equity volatility
|
3.00
|
%
|
78.39
|
%
|
43.24
|
%
|
As of December 31, 2017
|
Fair value
(1)
(in millions)
|
Methodology
|
Input
|
Low
(2)(3)
|
High
(2)(3)
|
Weighted
average
(4)
|
||||||||
Assets
|
|
|
|
|
|
|
||||||||
Federal funds sold and securities borrowed and purchased under agreements to resell
|
$
|
16
|
|
Model-based
|
Interest rate
|
1.43
|
%
|
2.16
|
%
|
2.09
|
%
|
|||
Mortgage-backed securities
|
$
|
214
|
|
Price-based
|
Price
|
$
|
2.96
|
|
$
|
101.00
|
|
$
|
56.52
|
|
|
184
|
|
Yield analysis
|
Yield
|
2.52
|
%
|
14.06
|
%
|
5.97
|
%
|
||||
State and municipal, foreign government, corporate and other debt securities
|
$
|
949
|
|
Model-based
|
Price
|
$
|
—
|
|
$
|
184.04
|
|
$
|
91.74
|
|
|
914
|
|
Price-based
|
Credit spread
|
35 bps
|
|
500 bps
|
|
249 bps
|
|
||||
|
|
|
Yield
|
2.36
|
%
|
14.25
|
%
|
6.03
|
%
|
|||||
Marketable equity securities
(5)
|
$
|
65
|
|
Priced-based
|
Price
|
$
|
—
|
|
$
|
25,450.00
|
|
$
|
2,526.62
|
|
|
55
|
|
Model-based
|
WAL
|
2.50 years
|
|
2.50 years
|
|
2.50 years
|
|
||||
Asset-backed securities
|
$
|
2,287
|
|
Price-based
|
Price
|
$
|
4.25
|
|
$
|
100.60
|
|
$
|
74.57
|
|
Non-marketable equity
|
$
|
423
|
|
Comparables analysis
|
EBITDA multiples
|
6.90x
|
|
12.80x
|
|
8.66x
|
|
As of December 31, 2017
|
Fair value
(1)
(in millions)
|
Methodology
|
Input
|
Low
(2)(3)
|
High
(2)(3)
|
Weighted
average
(4)
|
||||||||
|
223
|
|
Price-based
|
Discount to price
|
—
|
%
|
100.00
|
%
|
11.83
|
%
|
||||
|
|
|
Price-to-book ratio
|
0.05x
|
|
1.00x
|
|
0.32x
|
|
|||||
Derivatives—gross
(6)
|
|
|
|
|
|
|
||||||||
Interest rate contracts (gross)
|
$
|
3,818
|
|
Model-based
|
IR normal volatility
|
9.40
|
%
|
77.40
|
%
|
58.86
|
%
|
|||
|
|
|
Mean reversion
|
1.00
|
%
|
20.00
|
%
|
10.50
|
%
|
|||||
Foreign exchange contracts (gross)
|
$
|
940
|
|
Model-based
|
Foreign exchange (FX) volatility
|
4.58
|
%
|
15.02
|
%
|
8.16
|
%
|
|||
|
|
|
|
Interest rate
|
(0.55
|
)%
|
0.28
|
%
|
0.04
|
%
|
||||
|
|
|
IR-IR correlation
|
(51.00
|
)%
|
40.00
|
%
|
36.56
|
%
|
|||||
|
|
|
IR-FX correlation
|
(7.34
|
)%
|
60.00
|
%
|
49.04
|
%
|
|||||
|
|
|
Credit spread
|
11 bps
|
|
717 bps
|
|
173 bps
|
|
|||||
Equity contracts (gross)
(7)
|
$
|
2,897
|
|
Model-based
|
Equity volatility
|
3.00
|
%
|
68.93
|
%
|
24.66
|
%
|
|||
|
|
|
|
Forward price
|
69.74
|
%
|
154.19
|
%
|
92.80
|
%
|
||||
Commodity contracts (gross)
|
$
|
2,937
|
|
Model-based
|
Forward price
|
3.66
|
%
|
290.59
|
%
|
114.16
|
%
|
|||
|
|
|
Commodity volatility
|
8.60
|
%
|
66.73
|
%
|
25.04
|
%
|
|||||
|
|
|
|
Commodity correlation
|
(37.64
|
)%
|
91.71
|
%
|
15.21
|
%
|
||||
Credit derivatives (gross)
|
$
|
1,797
|
|
Model-based
|
Credit correlation
|
25.00
|
%
|
90.00
|
%
|
44.64
|
%
|
|||
|
823
|
|
Price-based
|
Upfront points
|
6.03
|
%
|
97.26
|
%
|
62.88
|
%
|
||||
|
|
|
Credit spread
|
3 bps
|
|
1,636 bps
|
|
173 bps
|
|
|||||
|
|
|
Price
|
$
|
1.00
|
|
$
|
100.24
|
|
$
|
57.63
|
|
||
Nontrading derivatives and other financial assets and liabilities measured on a recurring basis (gross)
(6)
|
$
|
24
|
|
Model-based
|
Recovery rate
|
25.00
|
%
|
40.00
|
%
|
31.56
|
%
|
|||
|
|
|
Redemption rate
|
10.72
|
%
|
99.50
|
%
|
74.24
|
%
|
|||||
|
|
|
Credit spread
|
38 bps
|
|
275 bps
|
|
127 bps
|
|
|||||
|
|
|
Upfront points
|
61.00
|
%
|
61.00
|
%
|
61.00
|
%
|
|||||
Loans and leases
|
$
|
391
|
|
Model-based
|
Equity volatility
|
3.00
|
%
|
68.93
|
%
|
22.52
|
%
|
|||
|
148
|
|
Price-based
|
Credit spread
|
134 bps
|
|
500 bps
|
|
173 bps
|
|
||||
|
|
|
Yield
|
3.09
|
%
|
4.40
|
%
|
3.13
|
%
|
|||||
Mortgage servicing rights
|
$
|
471
|
|
Cash flow
|
Yield
|
8.00
|
%
|
16.38
|
%
|
11.47
|
%
|
|||
|
87
|
|
Model-based
|
WAL
|
3.83 years
|
|
6.89 years
|
|
5.93 years
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|||||
Interest-bearing deposits
|
$
|
286
|
|
Model-based
|
Mean reversion
|
1.00
|
%
|
20.00
|
%
|
10.50
|
%
|
|||
|
|
|
|
Forward price
|
99.56
|
%
|
99.95
|
%
|
99.72
|
%
|
||||
Federal funds purchased and securities loaned and sold under agreements to repurchase
|
$
|
726
|
|
Model-based
|
Interest rate
|
1.43
|
%
|
2.16
|
%
|
2.09
|
%
|
|||
Trading account liabilities
|
|
|
|
|
|
|
|
|
|
|||||
Securities sold, not yet purchased
|
$
|
21
|
|
Price-based
|
Price
|
$
|
1.00
|
|
$
|
287.64
|
|
$
|
88.19
|
|
Short-term borrowings and long-term debt
|
$
|
13,100
|
|
Model-based
|
Forward price
|
69.74
|
%
|
161.11
|
%
|
100.70
|
%
|
(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
|
||||||
December 31, 2018
|
|
|
|
||||||
Loans HFS
(1)
|
$
|
5,055
|
|
$
|
3,261
|
|
$
|
1,794
|
|
Other real estate owned
|
78
|
|
62
|
|
16
|
|
|||
Loans
(2)
|
390
|
|
139
|
|
251
|
|
|||
Non-marketable equity securities measured using the measurement alternative
|
261
|
|
192
|
|
69
|
|
|||
Total assets at fair value on a nonrecurring basis
|
$
|
5,784
|
|
$
|
3,654
|
|
$
|
2,130
|
|
In millions of dollars
|
Fair value
|
Level 2
|
Level 3
|
||||||
December 31, 2017
|
|
|
|
||||||
Loans HFS
(1)
|
$
|
5,675
|
|
$
|
2,066
|
|
$
|
3,609
|
|
Other real estate owned
|
54
|
|
10
|
|
44
|
|
|||
Loans
(2)
|
630
|
|
216
|
|
414
|
|
|||
Total assets at fair value on a nonrecurring basis
|
$
|
6,359
|
|
$
|
2,292
|
|
$
|
4,067
|
|
(1)
|
Net of fair value amounts on the unfunded portion of loans HFS, recognized within
Other liabilities
on the Consolidated Balance Sheet.
|
(2)
|
Represents impaired loans held for investment whose carrying amount is based on the fair value of the underlying collateral, primarily real estate secured loans.
|
As of December 31, 2018
|
Fair value
(1)
(in millions)
|
Methodology
|
Input
|
Low
(2)
|
High
|
Weighted
average
(3)
|
||||||||
Loans HFS
|
$
|
1,729
|
|
Price-based
|
Price
|
$
|
0.79
|
|
$
|
100.00
|
|
$
|
69.52
|
|
Other real estate owned
|
$
|
15
|
|
Price-based
|
Appraised value
(4)
|
$
|
8,394,102
|
|
$
|
8,394,102
|
|
$
|
8,394,102
|
|
|
2
|
|
Recovery analysis
|
Discount to price
(5)
|
13.00
|
%
|
13.00
|
%
|
13.00
|
%
|
||||
|
|
|
Price
|
$
|
56.30
|
|
$
|
83.08
|
|
$
|
58.27
|
|
||
Loans
(6)
|
$
|
251
|
|
Recovery analysis
|
Recovery rate
|
30.60
|
%
|
100.00
|
%
|
50.51
|
%
|
|||
|
|
|
Price
|
$
|
2.60
|
|
$
|
85.04
|
|
$
|
28.21
|
|
||
Non-marketable equity securities measured using the measurement alternative
|
$
|
66
|
|
Price-based
|
Price
|
$
|
45.80
|
|
$
|
1,514.00
|
|
$
|
570.26
|
|
As of December 31, 2017
|
Fair value
(1)
(in millions)
|
Methodology
|
Input
|
Low
(2)
|
High
|
Weighted
average
(3)
|
||||||||
Loans HFS
|
$
|
3,186
|
|
Price-based
|
Price
|
$
|
77.93
|
|
$
|
100.00
|
|
$
|
99.26
|
|
Other real estate owned
|
$
|
42
|
|
Price-based
|
Appraised value
(4)
|
$
|
20,278
|
|
$
|
8,091,760
|
|
$
|
4,016,665
|
|
|
|
|
|
Discount to price
|
34.00
|
%
|
34.00
|
%
|
34.00
|
%
|
||||
|
|
|
Price
|
$
|
30.00
|
|
$
|
50.36
|
|
$
|
49.09
|
|
||
Loans
(4)
|
$
|
133
|
|
Price-based
|
Price
|
$
|
2.80
|
|
$
|
100.00
|
|
$
|
62.46
|
|
|
129
|
|
Cash flow
|
Recovery rate
|
50.00
|
%
|
100.00
|
%
|
63.59
|
%
|
||||
|
127
|
|
Recovery analysis
|
Appraised value
|
$
|
—
|
|
$
|
45,500,000
|
|
$
|
38,785,667
|
|
(1)
|
The fair value amounts presented in this table represent the primary valuation technique or techniques for each class of assets or liabilities.
|
(2)
|
Some inputs are shown as zero due to rounding.
|
(3)
|
Weighted averages are calculated based on the fair values of the instruments.
|
(4)
|
Appraised values are disclosed in whole dollars.
|
(5)
|
Includes estimated costs to sell.
|
(6)
|
Represents impaired loans held for investment whose carrying amounts are based on the fair value of the underlying collateral, primarily real estate secured loans.
|
|
Year ended December 31,
|
||
In millions of dollars
|
2018
|
||
Loans HFS
|
$
|
(13
|
)
|
Other real estate owned
|
(2
|
)
|
|
Loans
(1)
|
(22
|
)
|
|
Non-marketable equity securities measured using the measurement alternative
|
194
|
|
|
Total nonrecurring fair value gains (losses)
|
$
|
157
|
|
(1)
|
Represents loans held for investment whose carrying amount is based on the fair value of the underlying collateral, primarily real estate loans.
|
|
December 31, 2018
|
Estimated fair value
|
|||||||||||||
|
Carrying
value
|
Estimated
fair value
|
|
|
|
||||||||||
In billions of dollars
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Assets
|
|
|
|
|
|
||||||||||
Investments
|
$
|
68.9
|
|
$
|
68.5
|
|
$
|
1.0
|
|
$
|
65.4
|
|
$
|
2.1
|
|
Federal funds sold and securities borrowed and purchased under agreements to resell
|
123.0
|
|
123.0
|
|
—
|
|
121.6
|
|
1.4
|
|
|||||
Loans
(1)(2)
|
667.1
|
|
666.9
|
|
—
|
|
5.6
|
|
661.3
|
|
|||||
Other financial assets
(2)(3)
|
249.7
|
|
250.1
|
|
172.3
|
|
15.8
|
|
62.0
|
|
|||||
Liabilities
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
1,011.7
|
|
$
|
1,009.5
|
|
$
|
—
|
|
$
|
847.1
|
|
$
|
162.4
|
|
Federal funds purchased and securities loaned or sold under agreements to repurchase
|
133.3
|
|
133.3
|
|
—
|
|
133.3
|
|
—
|
|
|||||
Long-term debt
(4)
|
193.8
|
|
193.7
|
|
—
|
|
178.4
|
|
15.3
|
|
|||||
Other financial liabilities
(5)
|
103.8
|
|
103.8
|
|
—
|
|
17.2
|
|
86.6
|
|
|
December 31, 2017
|
Estimated fair value
|
|||||||||||||
|
Carrying
value
|
Estimated
fair value
|
|
|
|
||||||||||
In billions of dollars
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Assets
|
|
|
|
|
|
||||||||||
Investments
|
$
|
60.2
|
|
$
|
60.6
|
|
$
|
0.5
|
|
$
|
57.5
|
|
$
|
2.6
|
|
Federal funds sold and securities borrowed and purchased under agreements to resell
|
99.5
|
|
99.5
|
|
—
|
|
94.4
|
|
5.1
|
|
|||||
Loans
(1)(2)
|
648.6
|
|
644.9
|
|
—
|
|
6.0
|
|
638.9
|
|
|||||
Other financial assets
(2)(3)
|
242.6
|
|
243.0
|
|
166.4
|
|
14.1
|
|
62.5
|
|
|||||
Liabilities
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
958.4
|
|
$
|
955.6
|
|
$
|
—
|
|
$
|
816.1
|
|
$
|
139.5
|
|
Federal funds purchased and securities loaned and sold under agreements to repurchase
|
115.6
|
|
115.6
|
|
—
|
|
115.6
|
|
—
|
|
|||||
Long-term debt
(4)
|
205.3
|
|
214.0
|
|
—
|
|
187.2
|
|
26.8
|
|
|||||
Other financial liabilities
(5)
|
129.9
|
|
129.9
|
|
—
|
|
15.5
|
|
114.4
|
|
(1)
|
The carrying value of loans is net of the
Allowance for loan losses
of
$12.3 billion
for
December 31, 2018
and
$12.4 billion
for
December 31, 2017
. In addition, the carrying values exclude
$1.6 billion
and
$1.7 billion
of lease finance receivables at
December 31, 2018
and 2017, 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, 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 years ended
December 31,
|
||||||
|
|||||||
In millions of dollars
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Federal funds sold and securities borrowed and purchased under agreements to resell
|
$
|
(6
|
)
|
|
$
|
(133
|
)
|
Trading account assets
|
(337
|
)
|
|
1,622
|
|
||
Investments
|
—
|
|
|
(3
|
)
|
||
Loans
|
|
|
|
||||
Certain corporate loans
|
(116
|
)
|
|
(537
|
)
|
||
Certain consumer loans
|
—
|
|
|
3
|
|
||
Total loans
|
$
|
(116
|
)
|
|
$
|
(534
|
)
|
Other assets
|
|
|
|
||||
MSRs
|
$
|
54
|
|
|
$
|
65
|
|
Certain mortgage loans HFS
(1)
|
38
|
|
|
142
|
|
||
Other assets
|
—
|
|
|
—
|
|
||
Total other assets
|
$
|
92
|
|
|
$
|
207
|
|
Total assets
|
$
|
(367
|
)
|
|
$
|
1,159
|
|
Liabilities
|
|
|
|
||||
Interest-bearing deposits
|
$
|
20
|
|
|
$
|
(69
|
)
|
Federal funds purchased and securities loaned and sold under agreements to repurchase
|
(118
|
)
|
|
223
|
|
||
Trading account liabilities
|
(13
|
)
|
|
70
|
|
||
Short-term borrowings
|
150
|
|
|
(116
|
)
|
||
Long-term debt
(2)
|
3,048
|
|
|
(1,491
|
)
|
||
Total liabilities
|
$
|
3,087
|
|
|
$
|
(1,383
|
)
|
(1)
|
Includes gains (losses) associated with interest rate lock-commitments for those loans that have been originated and elected under the fair value option.
|
(2)
|
Includes
$1.4 billion
and
($0.7) billion
of DVA which is included in AOCI for the years ended December 31, 2018 and 2017, respectively.
|
|
December 31, 2018
|
December 31, 2017
|
||||||||||
In millions of dollars
|
Trading assets
|
Loans
|
Trading assets
|
Loans
|
||||||||
Carrying amount reported on the Consolidated Balance Sheet
|
$
|
10,108
|
|
$
|
3,224
|
|
$
|
8,851
|
|
$
|
4,374
|
|
Aggregate unpaid principal balance in excess of fair value
|
435
|
|
741
|
|
623
|
|
682
|
|
||||
Balance of non-accrual loans or loans more than 90 days past due
|
—
|
|
1
|
|
—
|
|
1
|
|
||||
Aggregate unpaid principal balance in excess of fair value for non-accrual loans or loans more than 90 days past due
|
—
|
|
—
|
|
—
|
|
1
|
|
In millions of dollars
|
December 31,
2018 |
December 31, 2017
|
||||
Carrying amount reported on the Consolidated Balance Sheet
|
$
|
556
|
|
$
|
426
|
|
Aggregate fair value in excess of (less than) unpaid principal balance
|
21
|
|
14
|
|
||
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
|
December 31, 2018
|
December 31, 2017
|
||||
Interest rate linked
|
$
|
17.3
|
|
$
|
13.9
|
|
Foreign exchange linked
|
0.5
|
|
0.3
|
|
||
Equity linked
|
14.8
|
|
13.0
|
|
||
Commodity linked
|
1.2
|
|
0.2
|
|
||
Credit linked
|
1.9
|
|
1.9
|
|
||
Total
|
$
|
35.7
|
|
$
|
29.3
|
|
In millions of dollars
|
December 31, 2018
|
December 31, 2017
|
||||
Carrying amount reported on the Consolidated Balance Sheet
|
$
|
38,229
|
|
$
|
31,392
|
|
Aggregate unpaid principal balance in excess of (less than) fair value
|
3,814
|
|
(579
|
)
|
In millions of dollars
|
December 31, 2018
|
December 31, 2017
|
||||
Carrying amount reported on the Consolidated Balance Sheet
|
$
|
4,483
|
|
$
|
4,627
|
|
Aggregate unpaid principal balance in excess of (less than) fair value
|
861
|
|
74
|
|
In millions of dollars
|
December 31, 2018
|
December 31,
2017 |
||||
Investment securities
|
$
|
148,756
|
|
$
|
138,807
|
|
Loans
|
227,840
|
|
229,552
|
|
||
Trading account assets
|
120,292
|
|
104,360
|
|
||
Total
|
$
|
496,888
|
|
$
|
472,719
|
|
In millions of dollars
|
December 31,
2018 |
December 31,
2017
|
||||
Cash and due from banks
|
$
|
4,000
|
|
$
|
3,151
|
|
Deposits with banks
|
27,208
|
|
27,664
|
|
||
Total
|
$
|
31,208
|
|
$
|
30,815
|
|
In millions of dollars
|
|
||
2019
|
$
|
925
|
|
2020
|
748
|
|
|
2021
|
657
|
|
|
2022
|
525
|
|
|
2023
|
394
|
|
|
Thereafter
|
1,890
|
|
|
Total
|
$
|
5,139
|
|
|
Maximum potential amount of future payments
|
|
||||||||||
In billions of dollars at December 31, 2018, 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
|
$
|
31.8
|
|
$
|
65.3
|
|
$
|
97.1
|
|
$
|
131
|
|
Performance guarantees
|
7.7
|
|
4.2
|
|
11.9
|
|
29
|
|
||||
Derivative instruments considered to be guarantees
|
23.5
|
|
87.4
|
|
110.9
|
|
567
|
|
||||
Loans sold with recourse
|
—
|
|
1.2
|
|
1.2
|
|
9
|
|
||||
Securities lending indemnifications
(1)
|
98.3
|
|
—
|
|
98.3
|
|
—
|
|
||||
Credit card merchant processing
(1)(2)
|
95.0
|
|
—
|
|
95.0
|
|
—
|
|
||||
Credit card arrangements with partners
|
0.3
|
|
0.8
|
|
1.1
|
|
162
|
|
||||
Custody indemnifications and other
|
—
|
|
35.4
|
|
35.4
|
|
41
|
|
||||
Total
|
$
|
256.6
|
|
$
|
194.3
|
|
$
|
450.9
|
|
$
|
939
|
|
|
Maximum potential amount of future payments
|
|
||||||||||
In billions of dollars at December 31, 2017, 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
|
$
|
27.9
|
|
$
|
65.9
|
|
$
|
93.8
|
|
$
|
93
|
|
Performance guarantees
|
7.2
|
|
4.1
|
|
11.3
|
|
20
|
|
||||
Derivative instruments considered to be guarantees
|
11.0
|
|
84.9
|
|
95.9
|
|
423
|
|
||||
Loans sold with recourse
|
—
|
|
1.4
|
|
1.4
|
|
9
|
|
||||
Securities lending indemnifications
(1)
|
103.7
|
|
—
|
|
103.7
|
|
—
|
|
||||
Credit card merchant processing
(1)(2)
|
85.5
|
|
—
|
|
85.5
|
|
—
|
|
||||
Credit card arrangements with partners
|
0.3
|
|
1.1
|
|
1.4
|
|
205
|
|
||||
Custody indemnifications and other
|
—
|
|
36.0
|
|
36.0
|
|
59
|
|
||||
Total
|
$
|
235.6
|
|
$
|
193.4
|
|
$
|
429.0
|
|
$
|
809
|
|
(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.
|
(2)
|
At
December 31, 2018
and 2017, this maximum potential exposure was estimated to be
$95 billion
and
$86 billion
, respectively. However, Citi believes that the maximum exposure is not representative of the actual potential loss exposure based on its historical experience. This contingent liability is unlikely to arise, as most products and services are delivered when purchased and amounts are refunded when items are returned to merchants.
|
|
Maximum potential amount of future payments
|
|||||||||||
In billions of dollars at December 31, 2018
|
Investment
grade
|
Non-investment
grade
|
Not
rated
|
Total
|
||||||||
Financial standby letters of credit
|
$
|
68.3
|
|
$
|
11.8
|
|
$
|
17.0
|
|
$
|
97.1
|
|
Performance guarantees
|
9.2
|
|
2.1
|
|
0.6
|
|
11.9
|
|
||||
Derivative instruments deemed to be guarantees
|
—
|
|
—
|
|
110.9
|
|
110.9
|
|
||||
Loans sold with recourse
|
—
|
|
—
|
|
1.2
|
|
1.2
|
|
||||
Securities lending indemnifications
|
—
|
|
—
|
|
98.3
|
|
98.3
|
|
||||
Credit card merchant processing
|
—
|
|
—
|
|
95.0
|
|
95.0
|
|
||||
Credit card arrangements with partners
|
—
|
|
—
|
|
1.1
|
|
1.1
|
|
||||
Custody indemnifications and other
|
22.2
|
|
13.2
|
|
—
|
|
35.4
|
|
||||
Total
|
$
|
99.7
|
|
$
|
27.1
|
|
$
|
324.1
|
|
$
|
450.9
|
|
|
Maximum potential amount of future payments
|
|||||||||||
In billions of dollars at December 31, 2017
|
Investment
grade
|
Non-investment
grade
|
Not
rated
|
Total
|
||||||||
Financial standby letters of credit
|
$
|
68.1
|
|
$
|
10.9
|
|
$
|
14.8
|
|
$
|
93.8
|
|
Performance guarantees
|
7.9
|
|
2.4
|
|
1.0
|
|
11.3
|
|
||||
Derivative instruments deemed to be guarantees
|
—
|
|
—
|
|
95.9
|
|
95.9
|
|
||||
Loans sold with recourse
|
—
|
|
—
|
|
1.4
|
|
1.4
|
|
||||
Securities lending indemnifications
|
—
|
|
—
|
|
103.7
|
|
103.7
|
|
||||
Credit card merchant processing
|
—
|
|
—
|
|
85.5
|
|
85.5
|
|
||||
Credit card arrangements with partners
|
—
|
|
—
|
|
1.4
|
|
1.4
|
|
||||
Custody indemnifications and other
|
23.7
|
|
12.3
|
|
—
|
|
36.0
|
|
||||
Total
|
$
|
99.7
|
|
$
|
25.6
|
|
$
|
303.7
|
|
$
|
429.0
|
|
In millions of dollars
|
U.S.
|
Outside of
U.S.
|
December 31,
2018 |
December 31, 2017
|
||||||||
Commercial and similar letters of credit
|
$
|
823
|
|
$
|
4,638
|
|
$
|
5,461
|
|
$
|
5,000
|
|
One- to four-family residential mortgages
|
1,056
|
|
1,615
|
|
2,671
|
|
2,674
|
|
||||
Revolving open-end loans secured by one- to four-family residential properties
|
10,019
|
|
1,355
|
|
11,374
|
|
12,323
|
|
||||
Commercial real estate, construction and land development
|
9,565
|
|
1,728
|
|
11,293
|
|
11,151
|
|
||||
Credit card lines
|
605,857
|
|
90,150
|
|
696,007
|
|
678,300
|
|
||||
Commercial and other consumer loan commitments
|
185,849
|
|
102,918
|
|
288,767
|
|
272,655
|
|
||||
Other commitments and contingencies
|
2,560
|
|
761
|
|
3,321
|
|
3,071
|
|
||||
Total
|
$
|
815,729
|
|
$
|
203,165
|
|
$
|
1,018,894
|
|
$
|
985,174
|
|
|
Year ended December 31, 2018
|
||||||||||||||||||
In millions of dollars
|
Citigroup parent company
|
|
CGMHI
|
|
Other Citigroup subsidiaries and eliminations
|
|
Consolidating adjustments
|
|
Citigroup consolidated
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends from subsidiaries
|
$
|
22,854
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(22,854
|
)
|
|
$
|
—
|
|
Interest revenue
|
67
|
|
|
8,732
|
|
|
62,029
|
|
|
—
|
|
|
70,828
|
|
|||||
Interest revenue—intercompany
|
4,933
|
|
|
1,659
|
|
|
(6,592
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest expense
|
4,783
|
|
|
5,430
|
|
|
14,053
|
|
|
—
|
|
|
24,266
|
|
|||||
Interest expense—intercompany
|
1,198
|
|
|
3,539
|
|
|
(4,737
|
)
|
|
—
|
|
|
—
|
|
|||||
Net interest revenue
|
$
|
(981
|
)
|
|
$
|
1,422
|
|
|
$
|
46,121
|
|
|
$
|
—
|
|
|
$
|
46,562
|
|
Commissions and fees
|
$
|
—
|
|
|
$
|
5,146
|
|
|
$
|
6,711
|
|
|
$
|
—
|
|
|
$
|
11,857
|
|
Commissions and fees—intercompany
|
(2
|
)
|
|
237
|
|
|
(235
|
)
|
|
—
|
|
|
—
|
|
|||||
Principal transactions
|
(1,310
|
)
|
|
1,599
|
|
|
8,773
|
|
|
—
|
|
|
9,062
|
|
|||||
Principal transactions—intercompany
|
(929
|
)
|
|
1,328
|
|
|
(399
|
)
|
|
—
|
|
|
—
|
|
|||||
Other income
|
1,373
|
|
|
710
|
|
|
3,290
|
|
|
—
|
|
|
5,373
|
|
|||||
Other income—intercompany
|
(107
|
)
|
|
143
|
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|||||
Total non-interest revenues
|
$
|
(975
|
)
|
|
$
|
9,163
|
|
|
$
|
18,104
|
|
|
$
|
—
|
|
|
$
|
26,292
|
|
Total revenues, net of interest expense
|
$
|
20,898
|
|
|
$
|
10,585
|
|
|
$
|
64,225
|
|
|
$
|
(22,854
|
)
|
|
$
|
72,854
|
|
Provisions for credit losses and for benefits and claims
|
$
|
—
|
|
|
$
|
(22
|
)
|
|
$
|
7,590
|
|
|
$
|
—
|
|
|
$
|
7,568
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
$
|
4
|
|
|
$
|
4,484
|
|
|
$
|
16,666
|
|
|
$
|
—
|
|
|
$
|
21,154
|
|
Compensation and benefits—intercompany
|
115
|
|
|
—
|
|
|
(115
|
)
|
|
—
|
|
|
—
|
|
|||||
Other operating
|
(192
|
)
|
|
2,224
|
|
|
18,655
|
|
|
—
|
|
|
20,687
|
|
|||||
Other operating—intercompany
|
49
|
|
|
2,312
|
|
|
(2,361
|
)
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
$
|
(24
|
)
|
|
$
|
9,020
|
|
|
$
|
32,845
|
|
|
$
|
—
|
|
|
$
|
41,841
|
|
Equity in undistributed income of subsidiaries
|
$
|
(2,163
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,163
|
|
|
$
|
—
|
|
Income (loss) from continuing operations before income taxes
|
$
|
18,759
|
|
|
$
|
1,587
|
|
|
$
|
23,790
|
|
|
$
|
(20,691
|
)
|
|
$
|
23,445
|
|
Provision for income taxes
|
$
|
714
|
|
|
$
|
1,123
|
|
|
$
|
3,520
|
|
|
$
|
—
|
|
|
$
|
5,357
|
|
Income (loss) from continuing operations
|
$
|
18,045
|
|
|
$
|
464
|
|
|
$
|
20,270
|
|
|
$
|
(20,691
|
)
|
|
$
|
18,088
|
|
Loss from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Net income (loss) before attribution of noncontrolling interests
|
$
|
18,045
|
|
|
$
|
464
|
|
|
$
|
20,262
|
|
|
$
|
(20,691
|
)
|
|
$
|
18,080
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|||||
Net income (loss)
|
$
|
18,045
|
|
|
$
|
464
|
|
|
$
|
20,227
|
|
|
$
|
(20,691
|
)
|
|
$
|
18,045
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Add: Other comprehensive income (loss)
|
$
|
(2,499
|
)
|
|
$
|
257
|
|
|
$
|
3,500
|
|
|
$
|
(3,757
|
)
|
|
$
|
(2,499
|
)
|
Total Citigroup comprehensive income (loss)
|
$
|
15,546
|
|
|
$
|
721
|
|
|
$
|
23,727
|
|
|
$
|
(24,448
|
)
|
|
$
|
15,546
|
|
Add: Other comprehensive income (loss) attributable to noncontrolling interests
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(43
|
)
|
|
$
|
—
|
|
|
$
|
(43
|
)
|
Add: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
35
|
|
|
—
|
|
|
35
|
|
|||||
Total comprehensive income (loss)
|
$
|
15,546
|
|
|
$
|
721
|
|
|
$
|
23,719
|
|
|
$
|
(24,448
|
)
|
|
$
|
15,538
|
|
|
Year ended December 31, 2017
|
||||||||||||||||||
In millions of dollars
|
Citigroup parent company
|
|
CGMHI
|
|
Other Citigroup subsidiaries and eliminations
|
|
Consolidating adjustments
|
|
Citigroup consolidated
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends from subsidiaries
|
$
|
22,499
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(22,499
|
)
|
|
$
|
—
|
|
Interest revenue
|
1
|
|
|
5,279
|
|
|
56,299
|
|
|
—
|
|
|
61,579
|
|
|||||
Interest revenue—intercompany
|
3,972
|
|
|
1,178
|
|
|
(5,150
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest expense
|
4,766
|
|
|
2,340
|
|
|
9,412
|
|
|
—
|
|
|
16,518
|
|
|||||
Interest expense—intercompany
|
829
|
|
|
2,297
|
|
|
(3,126
|
)
|
|
—
|
|
|
—
|
|
|||||
Net interest revenue
|
$
|
(1,622
|
)
|
|
$
|
1,820
|
|
|
$
|
44,863
|
|
|
$
|
—
|
|
|
$
|
45,061
|
|
Commissions and fees
|
$
|
—
|
|
|
$
|
5,366
|
|
|
$
|
7,341
|
|
|
$
|
—
|
|
|
$
|
12,707
|
|
Commissions and fees—intercompany
|
(2
|
)
|
|
182
|
|
|
(180
|
)
|
|
—
|
|
|
—
|
|
|||||
Principal transactions
|
1,654
|
|
|
1,183
|
|
|
6,638
|
|
|
—
|
|
|
9,475
|
|
|||||
Principal transactions—intercompany
|
934
|
|
|
1,200
|
|
|
(2,134
|
)
|
|
—
|
|
|
—
|
|
|||||
Other income
|
(2,581
|
)
|
|
867
|
|
|
6,915
|
|
|
—
|
|
|
5,201
|
|
|||||
Other income—intercompany
|
5
|
|
|
170
|
|
|
(175
|
)
|
|
—
|
|
|
—
|
|
|||||
Total non-interest revenues
|
$
|
10
|
|
|
$
|
8,968
|
|
|
$
|
18,405
|
|
|
$
|
—
|
|
|
$
|
27,383
|
|
Total revenues, net of interest expense
|
$
|
20,887
|
|
|
$
|
10,788
|
|
|
$
|
63,268
|
|
|
$
|
(22,499
|
)
|
|
$
|
72,444
|
|
Provisions for credit losses and for benefits and claims
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,451
|
|
|
$
|
—
|
|
|
$
|
7,451
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
$
|
(107
|
)
|
|
$
|
4,403
|
|
|
$
|
16,885
|
|
|
$
|
—
|
|
|
$
|
21,181
|
|
Compensation and benefits—intercompany
|
120
|
|
|
—
|
|
|
(120
|
)
|
|
—
|
|
|
—
|
|
|||||
Other operating
|
(318
|
)
|
|
2,184
|
|
|
19,185
|
|
|
—
|
|
|
21,051
|
|
|||||
Other operating—intercompany
|
(35
|
)
|
|
2,231
|
|
|
(2,196
|
)
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
$
|
(340
|
)
|
|
$
|
8,818
|
|
|
$
|
33,754
|
|
|
$
|
—
|
|
|
$
|
42,232
|
|
Equity in undistributed income of subsidiaries
|
$
|
(19,088
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,088
|
|
|
$
|
—
|
|
Income (loss) from continuing operations before income taxes
|
$
|
2,139
|
|
|
$
|
1,970
|
|
|
$
|
22,063
|
|
|
$
|
(3,411
|
)
|
|
$
|
22,761
|
|
Provision for income taxes
|
$
|
8,937
|
|
|
$
|
873
|
|
|
$
|
19,578
|
|
|
$
|
—
|
|
|
$
|
29,388
|
|
Income (loss) from continuing operations
|
$
|
(6,798
|
)
|
|
$
|
1,097
|
|
|
$
|
2,485
|
|
|
$
|
(3,411
|
)
|
|
$
|
(6,627
|
)
|
Loss from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
(111
|
)
|
|
—
|
|
|
(111
|
)
|
|||||
Net income (loss) before attribution of noncontrolling interests
|
$
|
(6,798
|
)
|
|
$
|
1,097
|
|
|
$
|
2,374
|
|
|
$
|
(3,411
|
)
|
|
$
|
(6,738
|
)
|
Noncontrolling interests
|
—
|
|
|
(1
|
)
|
|
61
|
|
|
—
|
|
|
60
|
|
|||||
Net income (loss)
|
$
|
(6,798
|
)
|
|
$
|
1,098
|
|
|
$
|
2,313
|
|
|
$
|
(3,411
|
)
|
|
$
|
(6,798
|
)
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Add: Other comprehensive income (loss)
|
$
|
(2,791
|
)
|
|
$
|
(117
|
)
|
|
$
|
(4,160
|
)
|
|
$
|
4,277
|
|
|
$
|
(2,791
|
)
|
Total Citigroup comprehensive income (loss)
|
$
|
(9,589
|
)
|
|
$
|
981
|
|
|
$
|
(1,847
|
)
|
|
$
|
866
|
|
|
$
|
(9,589
|
)
|
Add: Other comprehensive income (loss) attributable to noncontrolling interests
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
114
|
|
|
$
|
—
|
|
|
$
|
114
|
|
Add: Net income attributable to noncontrolling interests
|
—
|
|
|
(1
|
)
|
|
61
|
|
|
—
|
|
|
60
|
|
|||||
Total comprehensive income (loss)
|
$
|
(9,589
|
)
|
|
$
|
980
|
|
|
$
|
(1,672
|
)
|
|
$
|
866
|
|
|
$
|
(9,415
|
)
|
|
Year ended December 31, 2016
|
||||||||||||||||||
In millions of dollars
|
Citigroup parent company
|
|
CGMHI
|
|
Other Citigroup subsidiaries and eliminations
|
|
Consolidating adjustments
|
|
Citigroup consolidated
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends from subsidiaries
|
$
|
15,570
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(15,570
|
)
|
|
$
|
—
|
|
Interest revenue
|
7
|
|
|
4,590
|
|
|
53,391
|
|
|
—
|
|
|
57,988
|
|
|||||
Interest revenue—intercompany
|
3,008
|
|
|
545
|
|
|
(3,553
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest expense
|
4,419
|
|
|
1,418
|
|
|
6,675
|
|
|
—
|
|
|
12,512
|
|
|||||
Interest expense—intercompany
|
209
|
|
|
1,659
|
|
|
(1,868
|
)
|
|
—
|
|
|
—
|
|
|||||
Net interest revenue
|
$
|
(1,613
|
)
|
|
$
|
2,058
|
|
|
$
|
45,031
|
|
|
$
|
—
|
|
|
$
|
45,476
|
|
Commissions and fees
|
$
|
—
|
|
|
$
|
4,536
|
|
|
$
|
7,142
|
|
|
$
|
—
|
|
|
$
|
11,678
|
|
Commissions and fees—intercompany
|
(20
|
)
|
|
246
|
|
|
(226
|
)
|
|
—
|
|
|
—
|
|
|||||
Principal transactions
|
(1,025
|
)
|
|
5,718
|
|
|
3,164
|
|
|
—
|
|
|
7,857
|
|
|||||
Principal transactions—intercompany
|
24
|
|
|
(2,842
|
)
|
|
2,818
|
|
|
—
|
|
|
—
|
|
|||||
Other income
|
2,599
|
|
|
191
|
|
|
2,996
|
|
|
—
|
|
|
5,786
|
|
|||||
Other income—intercompany
|
(2,095
|
)
|
|
306
|
|
|
1,789
|
|
|
—
|
|
|
—
|
|
|||||
Total non-interest revenues
|
$
|
(517
|
)
|
|
$
|
8,155
|
|
|
$
|
17,683
|
|
|
$
|
—
|
|
|
$
|
25,321
|
|
Total revenues, net of interest expense
|
$
|
13,440
|
|
|
$
|
10,213
|
|
|
$
|
62,714
|
|
|
$
|
(15,570
|
)
|
|
$
|
70,797
|
|
Provisions for credit losses and for benefits and claims
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,982
|
|
|
$
|
—
|
|
|
$
|
6,982
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
$
|
22
|
|
|
$
|
4,719
|
|
|
$
|
16,229
|
|
|
$
|
—
|
|
|
$
|
20,970
|
|
Compensation and benefits—intercompany
|
36
|
|
|
—
|
|
|
(36
|
)
|
|
—
|
|
|
—
|
|
|||||
Other operating
|
482
|
|
|
1,983
|
|
|
18,903
|
|
|
—
|
|
|
21,368
|
|
|||||
Other operating—intercompany
|
217
|
|
|
1,335
|
|
|
(1,552
|
)
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
$
|
757
|
|
|
$
|
8,037
|
|
|
$
|
33,544
|
|
|
$
|
—
|
|
|
$
|
42,338
|
|
Equity in undistributed income of subsidiaries
|
$
|
871
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(871
|
)
|
|
$
|
—
|
|
Income (loss) from continuing operations before income taxes
|
$
|
13,554
|
|
|
$
|
2,176
|
|
|
$
|
22,188
|
|
|
$
|
(16,441
|
)
|
|
$
|
21,477
|
|
Provision (benefit) for income taxes
|
$
|
(1,358
|
)
|
|
$
|
746
|
|
|
$
|
7,056
|
|
|
$
|
—
|
|
|
$
|
6,444
|
|
Income (loss) from continuing operations
|
$
|
14,912
|
|
|
$
|
1,430
|
|
|
$
|
15,132
|
|
|
$
|
(16,441
|
)
|
|
$
|
15,033
|
|
Loss from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
(58
|
)
|
|
—
|
|
|
(58
|
)
|
|||||
Net income (loss) before attribution of noncontrolling interests
|
$
|
14,912
|
|
|
$
|
1,430
|
|
|
$
|
15,074
|
|
|
$
|
(16,441
|
)
|
|
$
|
14,975
|
|
Noncontrolling interests
|
—
|
|
|
(13
|
)
|
|
76
|
|
|
—
|
|
|
63
|
|
|||||
Net income (loss)
|
$
|
14,912
|
|
|
$
|
1,443
|
|
|
$
|
14,998
|
|
|
$
|
(16,441
|
)
|
|
$
|
14,912
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Add: Other comprehensive income (loss)
|
$
|
(3,022
|
)
|
|
$
|
(26
|
)
|
|
$
|
2,364
|
|
|
$
|
(2,338
|
)
|
|
$
|
(3,022
|
)
|
Total Citigroup comprehensive income (loss)
|
$
|
11,890
|
|
|
$
|
1,417
|
|
|
$
|
17,362
|
|
|
$
|
(18,779
|
)
|
|
$
|
11,890
|
|
Add: Other comprehensive income (loss) attributable to noncontrolling interests
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(56
|
)
|
|
$
|
—
|
|
|
$
|
(56
|
)
|
Add: Net income attributable to noncontrolling interests
|
—
|
|
|
(13
|
)
|
|
76
|
|
|
—
|
|
|
63
|
|
|||||
Total comprehensive income (loss)
|
$
|
11,890
|
|
|
$
|
1,404
|
|
|
$
|
17,382
|
|
|
$
|
(18,779
|
)
|
|
$
|
11,897
|
|
|
December 31, 2018
|
||||||||||||||||||
In millions of dollars
|
Citigroup parent company
|
|
|
CGMHI
|
|
|
Other Citigroup subsidiaries and eliminations
|
|
|
Consolidating adjustments
|
|
|
Citigroup consolidated
|
|
|||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
$
|
1
|
|
|
$
|
689
|
|
|
$
|
22,955
|
|
|
$
|
—
|
|
|
$
|
23,645
|
|
Cash and due from banks—intercompany
|
19
|
|
|
3,545
|
|
|
(3,564
|
)
|
|
—
|
|
|
—
|
|
|||||
Deposits with banks
|
—
|
|
|
4,915
|
|
|
159,545
|
|
|
—
|
|
|
164,460
|
|
|||||
Deposits with banks—intercompany
|
3,000
|
|
|
6,528
|
|
|
(9,528
|
)
|
|
—
|
|
|
—
|
|
|||||
Federal funds sold and resale agreements
|
—
|
|
|
212,720
|
|
|
57,964
|
|
|
—
|
|
|
270,684
|
|
|||||
Federal funds sold and resale agreements—intercompany
|
—
|
|
|
20,074
|
|
|
(20,074
|
)
|
|
—
|
|
|
—
|
|
|||||
Trading account assets
|
302
|
|
|
146,233
|
|
|
109,582
|
|
|
—
|
|
|
256,117
|
|
|||||
Trading account assets—intercompany
|
627
|
|
|
1,728
|
|
|
(2,355
|
)
|
|
—
|
|
|
—
|
|
|||||
Investments
|
7
|
|
|
224
|
|
|
358,376
|
|
|
—
|
|
|
358,607
|
|
|||||
Loans, net of unearned income
|
—
|
|
|
1,292
|
|
|
682,904
|
|
|
—
|
|
|
684,196
|
|
|||||
Loans, net of unearned income—intercompany
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Allowance for loan losses
|
—
|
|
|
—
|
|
|
(12,315
|
)
|
|
—
|
|
|
(12,315
|
)
|
|||||
Total loans, net
|
$
|
—
|
|
|
$
|
1,292
|
|
|
$
|
670,589
|
|
|
$
|
—
|
|
|
$
|
671,881
|
|
Advances to subsidiaries
|
$
|
143,119
|
|
|
$
|
—
|
|
|
$
|
(143,119
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Investments in subsidiaries
|
205,337
|
|
|
—
|
|
|
—
|
|
|
(205,337
|
)
|
|
—
|
|
|||||
Other assets
(1)
|
9,861
|
|
|
59,734
|
|
|
102,394
|
|
|
—
|
|
|
171,989
|
|
|||||
Other assets—intercompany
|
3,037
|
|
|
44,255
|
|
|
(47,292
|
)
|
|
—
|
|
|
—
|
|
|||||
Total assets
|
$
|
365,310
|
|
|
$
|
501,937
|
|
|
$
|
1,255,473
|
|
|
$
|
(205,337
|
)
|
|
$
|
1,917,383
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Deposits
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,013,170
|
|
|
$
|
—
|
|
|
$
|
1,013,170
|
|
Deposits—intercompany
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Federal funds purchased and securities loaned and sold
|
—
|
|
|
155,830
|
|
|
21,938
|
|
|
—
|
|
|
177,768
|
|
|||||
Federal funds purchased and securities loaned and sold—intercompany
|
—
|
|
|
21,109
|
|
|
(21,109
|
)
|
|
—
|
|
|
—
|
|
|||||
Trading account liabilities
|
1
|
|
|
95,571
|
|
|
48,733
|
|
|
—
|
|
|
144,305
|
|
|||||
Trading account liabilities—intercompany
|
410
|
|
|
1,398
|
|
|
(1,808
|
)
|
|
—
|
|
|
—
|
|
|||||
Short-term borrowings
|
207
|
|
|
3,656
|
|
|
28,483
|
|
|
—
|
|
|
32,346
|
|
|||||
Short-term borrowings—intercompany
|
—
|
|
|
11,343
|
|
|
(11,343
|
)
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
143,768
|
|
|
25,986
|
|
|
62,245
|
|
|
—
|
|
|
231,999
|
|
|||||
Long-term debt—intercompany
|
—
|
|
|
73,884
|
|
|
(73,884
|
)
|
|
—
|
|
|
—
|
|
|||||
Advances from subsidiaries
|
21,471
|
|
|
—
|
|
|
(21,471
|
)
|
|
—
|
|
|
—
|
|
|||||
Other liabilities
|
3,010
|
|
|
66,732
|
|
|
50,979
|
|
|
—
|
|
|
120,721
|
|
|||||
Other liabilities—intercompany
|
223
|
|
|
13,763
|
|
|
(13,986
|
)
|
|
—
|
|
|
—
|
|
|||||
Stockholders’ equity
|
196,220
|
|
|
32,665
|
|
|
173,526
|
|
|
(205,337
|
)
|
|
197,074
|
|
|||||
Total liabilities and equity
|
$
|
365,310
|
|
|
$
|
501,937
|
|
|
$
|
1,255,473
|
|
|
$
|
(205,337
|
)
|
|
$
|
1,917,383
|
|
(1)
|
Other assets
for Citigroup parent company at
December 31, 2018
included $
34.7 billion
of placements to Citibank and its branches, of which $
22.4 billion
had a remaining term of less than 30 days.
|
|
December 31, 2017
|
||||||||||||||||||
In millions of dollars
|
Citigroup parent company
|
|
CGMHI
|
|
Other Citigroup subsidiaries and eliminations
|
|
Consolidating adjustments
|
|
Citigroup consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
$
|
—
|
|
|
$
|
378
|
|
|
$
|
23,397
|
|
|
$
|
—
|
|
|
$
|
23,775
|
|
Cash and due from banks—intercompany
|
13
|
|
|
3,750
|
|
|
(3,763
|
)
|
|
—
|
|
|
—
|
|
|||||
Deposits with banks
|
—
|
|
|
3,348
|
|
|
153,393
|
|
|
—
|
|
|
156,741
|
|
|||||
Deposits with banks—intercompany
|
11,000
|
|
|
5,219
|
|
|
(16,219
|
)
|
|
—
|
|
|
—
|
|
|||||
Federal funds sold and resale agreements
|
—
|
|
|
182,685
|
|
|
49,793
|
|
|
—
|
|
|
232,478
|
|
|||||
Federal funds sold and resale agreements—intercompany
|
—
|
|
|
16,091
|
|
|
(16,091
|
)
|
|
—
|
|
|
—
|
|
|||||
Trading account assets
|
—
|
|
|
139,462
|
|
|
113,328
|
|
|
—
|
|
|
252,790
|
|
|||||
Trading account assets—intercompany
|
38
|
|
|
2,711
|
|
|
(2,749
|
)
|
|
—
|
|
|
—
|
|
|||||
Investments
|
27
|
|
|
181
|
|
|
352,082
|
|
|
—
|
|
|
352,290
|
|
|||||
Loans, net of unearned income
|
—
|
|
|
900
|
|
|
666,134
|
|
|
—
|
|
|
667,034
|
|
|||||
Loans, net of unearned income—intercompany
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Allowance for loan losses
|
—
|
|
|
—
|
|
|
(12,355
|
)
|
|
—
|
|
|
(12,355
|
)
|
|||||
Total loans, net
|
$
|
—
|
|
|
$
|
900
|
|
|
$
|
653,779
|
|
|
$
|
—
|
|
|
$
|
654,679
|
|
Advances to subsidiaries
|
$
|
139,722
|
|
|
$
|
—
|
|
|
$
|
(139,722
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Investments in subsidiaries
|
210,537
|
|
|
—
|
|
|
—
|
|
|
(210,537
|
)
|
|
—
|
|
|||||
Other assets
(1)
|
10,844
|
|
|
58,299
|
|
|
100,569
|
|
|
—
|
|
|
169,712
|
|
|||||
Other assets—intercompany
|
3,428
|
|
|
43,613
|
|
|
(47,041
|
)
|
|
—
|
|
|
—
|
|
|||||
Total assets
|
$
|
375,609
|
|
|
$
|
456,637
|
|
|
$
|
1,220,756
|
|
|
$
|
(210,537
|
)
|
|
$
|
1,842,465
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Deposits
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
959,822
|
|
|
$
|
—
|
|
|
$
|
959,822
|
|
Deposits—intercompany
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Federal funds purchased and securities loaned and sold
|
—
|
|
|
134,888
|
|
|
21,389
|
|
|
—
|
|
|
156,277
|
|
|||||
Federal funds purchased and securities loaned and sold—intercompany
|
—
|
|
|
18,597
|
|
|
(18,597
|
)
|
|
—
|
|
|
—
|
|
|||||
Trading account liabilities
|
—
|
|
|
80,801
|
|
|
44,369
|
|
|
—
|
|
|
125,170
|
|
|||||
Trading account liabilities—intercompany
|
15
|
|
|
2,182
|
|
|
(2,197
|
)
|
|
—
|
|
|
—
|
|
|||||
Short-term borrowings
|
251
|
|
|
3,568
|
|
|
40,633
|
|
|
—
|
|
|
44,452
|
|
|||||
Short-term borrowings—intercompany
|
—
|
|
|
32,871
|
|
|
(32,871
|
)
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
152,163
|
|
|
18,048
|
|
|
66,498
|
|
|
—
|
|
|
236,709
|
|
|||||
Long-term debt—intercompany
|
—
|
|
|
60,765
|
|
|
(60,765
|
)
|
|
—
|
|
|
—
|
|
|||||
Advances from subsidiaries
|
19,136
|
|
|
—
|
|
|
(19,136
|
)
|
|
—
|
|
|
—
|
|
|||||
Other liabilities
|
2,673
|
|
|
62,113
|
|
|
53,577
|
|
|
—
|
|
|
118,363
|
|
|||||
Other liabilities—intercompany
|
631
|
|
|
9,753
|
|
|
(10,384
|
)
|
|
—
|
|
|
—
|
|
|||||
Stockholders’ equity
|
200,740
|
|
|
33,051
|
|
|
178,418
|
|
|
(210,537
|
)
|
|
201,672
|
|
|||||
Total liabilities and equity
|
$
|
375,609
|
|
|
$
|
456,637
|
|
|
$
|
1,220,756
|
|
|
$
|
(210,537
|
)
|
|
$
|
1,842,465
|
|
(1)
|
Other assets
for Citigroup parent company at
December 31, 2017
included
$29.7 billion
of placements to Citibank and its branches, of which
$18.9 billion
had a remaining term of less than 30 days.
|
|
Year ended December 31, 2018
|
||||||||||||||||||
In millions of dollars
|
Citigroup parent company
|
|
CGMHI
|
|
Other Citigroup subsidiaries and eliminations
|
|
Consolidating adjustments
|
|
Citigroup consolidated
|
||||||||||
Net cash provided by operating activities of continuing operations
|
$
|
21,314
|
|
|
$
|
13,287
|
|
|
$
|
2,351
|
|
|
$
|
—
|
|
|
$
|
36,952
|
|
Cash flows from investing activities of continuing operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of investments
|
$
|
(7,955
|
)
|
|
$
|
(18
|
)
|
|
$
|
(179,014
|
)
|
|
$
|
—
|
|
|
$
|
(186,987
|
)
|
Proceeds from sales of investments
|
7,634
|
|
|
3
|
|
|
53,854
|
|
|
—
|
|
|
61,491
|
|
|||||
Proceeds from maturities of investments
|
—
|
|
|
—
|
|
|
118,104
|
|
|
—
|
|
|
118,104
|
|
|||||
Change in loans
|
—
|
|
|
—
|
|
|
(29,002
|
)
|
|
—
|
|
|
(29,002
|
)
|
|||||
Proceeds from sales and securitizations of loans
|
—
|
|
|
—
|
|
|
4,549
|
|
|
—
|
|
|
4,549
|
|
|||||
Proceeds from significant disposals
|
—
|
|
|
—
|
|
|
314
|
|
|
—
|
|
|
314
|
|
|||||
Change in federal funds sold and resales
|
—
|
|
|
(34,018
|
)
|
|
(4,188
|
)
|
|
—
|
|
|
(38,206
|
)
|
|||||
Changes in investments and advances—intercompany
|
(5,566
|
)
|
|
(832
|
)
|
|
6,398
|
|
|
—
|
|
|
—
|
|
|||||
Other investing activities
|
556
|
|
|
(59
|
)
|
|
(3,878
|
)
|
|
—
|
|
|
(3,381
|
)
|
|||||
Net cash used in investing activities of continuing operations
|
$
|
(5,331
|
)
|
|
$
|
(34,924
|
)
|
|
$
|
(32,863
|
)
|
|
$
|
—
|
|
|
$
|
(73,118
|
)
|
Cash flows from financing activities of continuing operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid
|
$
|
(5,020
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5,020
|
)
|
Redemption of preferred stock
|
(793
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(793
|
)
|
|||||
Treasury stock acquired
|
(14,433
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,433
|
)
|
|||||
Proceeds (repayments) from issuance of long-term debt, net
|
(5,099
|
)
|
|
10,278
|
|
|
(2,656
|
)
|
|
—
|
|
|
2,523
|
|
|||||
Proceeds (repayments) from issuance of long-term debt—intercompany, net
|
—
|
|
|
10,708
|
|
|
(10,708
|
)
|
|
—
|
|
|
—
|
|
|||||
Change in deposits
|
—
|
|
|
—
|
|
|
53,348
|
|
|
—
|
|
|
53,348
|
|
|||||
Change in federal funds purchased and repos
|
—
|
|
|
23,454
|
|
|
(1,963
|
)
|
|
—
|
|
|
21,491
|
|
|||||
Change in short-term borrowings
|
32
|
|
|
88
|
|
|
(12,226
|
)
|
|
—
|
|
|
(12,106
|
)
|
|||||
Net change in short-term borrowings and other advances—intercompany
|
1,819
|
|
|
(19,111
|
)
|
|
17,292
|
|
|
—
|
|
|
—
|
|
|||||
Capital contributions from parent
|
—
|
|
|
(798
|
)
|
|
798
|
|
|
—
|
|
|
—
|
|
|||||
Other financing activities
|
(482
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(482
|
)
|
|||||
Net cash provided by (used in) financing activities of continuing operations
|
$
|
(23,976
|
)
|
|
$
|
24,619
|
|
|
$
|
43,885
|
|
|
$
|
—
|
|
|
$
|
44,528
|
|
Effect of exchange rate changes on cash and due from banks
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(773
|
)
|
|
$
|
—
|
|
|
$
|
(773
|
)
|
Change in cash and due from banks and deposits with banks
|
$
|
(7,993
|
)
|
|
$
|
2,982
|
|
|
$
|
12,600
|
|
|
$
|
—
|
|
|
$
|
7,589
|
|
Cash and due from banks and deposits with banks at
beginning of period
|
11,013
|
|
|
12,695
|
|
|
156,808
|
|
|
—
|
|
|
180,516
|
|
|||||
Cash and due from banks and deposits with banks at end of period
|
$
|
3,020
|
|
|
$
|
15,677
|
|
|
$
|
169,408
|
|
|
$
|
—
|
|
|
$
|
188,105
|
|
Cash and due from banks
|
$
|
20
|
|
|
$
|
4,234
|
|
|
$
|
19,391
|
|
|
$
|
—
|
|
|
$
|
23,645
|
|
Deposits with banks
|
3,000
|
|
|
11,443
|
|
|
150,017
|
|
|
—
|
|
|
164,460
|
|
|||||
Cash and due from banks and deposits with banks at end of period
|
$
|
3,020
|
|
|
$
|
15,677
|
|
|
$
|
169,408
|
|
|
$
|
—
|
|
|
$
|
188,105
|
|
Supplemental disclosure of cash flow information for continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash paid during the year for income taxes
|
$
|
(783
|
)
|
|
$
|
458
|
|
|
$
|
4,638
|
|
|
$
|
—
|
|
|
$
|
4,313
|
|
Cash paid during the year for interest
|
3,854
|
|
|
8,671
|
|
|
10,438
|
|
|
—
|
|
|
22,963
|
|
|||||
Non-cash investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Transfers to loans HFS from loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,200
|
|
|
$
|
—
|
|
|
$
|
4,200
|
|
Transfers to OREO and other repossessed assets
|
—
|
|
|
—
|
|
|
151
|
|
|
—
|
|
|
151
|
|
|
Year ended December 31, 2017
|
||||||||||||||||||
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
|
$
|
25,270
|
|
|
$
|
(33,365
|
)
|
|
$
|
(679
|
)
|
|
$
|
—
|
|
|
$
|
(8,774
|
)
|
Cash flows from investing activities of continuing operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of investments
|
$
|
—
|
|
|
$
|
(14
|
)
|
|
$
|
(185,726
|
)
|
|
$
|
—
|
|
|
$
|
(185,740
|
)
|
Proceeds from sales of investments
|
132
|
|
|
18
|
|
|
107,218
|
|
|
—
|
|
|
107,368
|
|
|||||
Proceeds from maturities of investments
|
—
|
|
|
—
|
|
|
84,369
|
|
|
—
|
|
|
84,369
|
|
|||||
Change in loans
|
—
|
|
|
—
|
|
|
(58,062
|
)
|
|
—
|
|
|
(58,062
|
)
|
|||||
Proceeds from sales and securitizations of loans
|
—
|
|
|
—
|
|
|
8,365
|
|
|
—
|
|
|
8,365
|
|
|||||
Proceeds from significant disposals
|
—
|
|
|
—
|
|
|
3,411
|
|
|
—
|
|
|
3,411
|
|
|||||
Change in federal funds sold and resales
|
—
|
|
|
9,731
|
|
|
(5,396
|
)
|
|
—
|
|
|
4,335
|
|
|||||
Changes in investments and advances—intercompany
|
(899
|
)
|
|
9,755
|
|
|
(8,856
|
)
|
|
—
|
|
|
—
|
|
|||||
Other investing activities
|
—
|
|
|
(24
|
)
|
|
(2,773
|
)
|
|
—
|
|
|
(2,797
|
)
|
|||||
Net cash provided by (used in) investing activities of continuing operations
|
$
|
(767
|
)
|
|
$
|
19,466
|
|
|
$
|
(57,450
|
)
|
|
$
|
—
|
|
|
$
|
(38,751
|
)
|
Cash flows from financing activities of continuing operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid
|
$
|
(3,797
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3,797
|
)
|
Issuance of preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Treasury stock acquired
|
(14,541
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,541
|
)
|
|||||
Proceeds (repayments) from issuance of long-term debt, net
|
6,544
|
|
|
4,909
|
|
|
15,521
|
|
|
—
|
|
|
26,974
|
|
|||||
Proceeds (repayments) from issuance of long-term debt—intercompany, net
|
—
|
|
|
(2,031
|
)
|
|
2,031
|
|
|
—
|
|
|
—
|
|
|||||
Change in deposits
|
—
|
|
|
—
|
|
|
30,416
|
|
|
—
|
|
|
30,416
|
|
|||||
Change in federal funds purchased and repos
|
—
|
|
|
5,748
|
|
|
8,708
|
|
|
—
|
|
|
14,456
|
|
|||||
Change in short-term borrowings
|
49
|
|
|
2,212
|
|
|
11,490
|
|
|
—
|
|
|
13,751
|
|
|||||
Net change in short-term borrowings and other advances—intercompany
|
(22,152
|
)
|
|
(8,615
|
)
|
|
30,767
|
|
|
—
|
|
|
—
|
|
|||||
Capital contributions from parent
|
—
|
|
|
(748
|
)
|
|
748
|
|
|
—
|
|
|
—
|
|
|||||
Other financing activities
|
(405
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(405
|
)
|
|||||
Net cash provided by (used in) financing activities of continuing operations
|
$
|
(34,302
|
)
|
|
$
|
1,475
|
|
|
$
|
99,681
|
|
|
$
|
—
|
|
|
$
|
66,854
|
|
Effect of exchange rate changes on cash and due from banks
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
693
|
|
|
$
|
—
|
|
|
$
|
693
|
|
Change in cash and due from banks and deposits with banks
|
$
|
(9,799
|
)
|
|
$
|
(12,424
|
)
|
|
$
|
42,245
|
|
|
$
|
—
|
|
|
$
|
20,022
|
|
Cash and due from banks and deposits with banks at
beginning of period
|
20,812
|
|
|
25,119
|
|
|
114,563
|
|
|
—
|
|
|
160,494
|
|
|||||
Cash and due from banks and deposits with banks at end of period
|
$
|
11,013
|
|
|
$
|
12,695
|
|
|
$
|
156,808
|
|
|
$
|
—
|
|
|
$
|
180,516
|
|
Cash and due from banks
|
$
|
13
|
|
|
$
|
4,128
|
|
|
$
|
19,634
|
|
|
$
|
—
|
|
|
$
|
23,775
|
|
Deposits with banks
|
11,000
|
|
|
8,567
|
|
|
137,174
|
|
|
—
|
|
|
156,741
|
|
|||||
Cash and due from banks and deposits with banks at end of period
|
$
|
11,013
|
|
|
$
|
12,695
|
|
|
$
|
156,808
|
|
|
$
|
—
|
|
|
$
|
180,516
|
|
Supplemental disclosure of cash flow information for continuing operations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Cash paid during the year for income taxes
|
$
|
(3,730
|
)
|
|
$
|
678
|
|
|
$
|
5,135
|
|
|
$
|
—
|
|
|
$
|
2,083
|
|
Cash paid during the year for interest
|
4,151
|
|
|
4,513
|
|
|
7,011
|
|
|
—
|
|
|
15,675
|
|
|||||
Non-cash investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Transfers to loans HFS from loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,900
|
|
|
$
|
—
|
|
|
$
|
5,900
|
|
Transfers to OREO and other repossessed assets
|
—
|
|
|
—
|
|
|
113
|
|
|
—
|
|
|
113
|
|
|
Year ended December 31, 2016
|
||||||||||||||||||
In millions of dollars
|
Citigroup parent company
|
|
CGMHI
|
|
Other Citigroup subsidiaries and eliminations
|
|
Consolidating adjustments
|
|
Citigroup consolidated
|
||||||||||
Net cash provided by operating activities of continuing operations
|
$
|
11,605
|
|
|
$
|
20,610
|
|
|
$
|
21,518
|
|
|
$
|
—
|
|
|
$
|
53,733
|
|
Cash flows from investing activities of continuing operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of investments
|
$
|
—
|
|
|
$
|
(14
|
)
|
|
$
|
(211,388
|
)
|
|
$
|
—
|
|
|
$
|
(211,402
|
)
|
Proceeds from sales of investments
|
3,024
|
|
|
—
|
|
|
129,159
|
|
|
—
|
|
|
132,183
|
|
|||||
Proceeds from maturities of investments
|
234
|
|
|
—
|
|
|
65,291
|
|
|
—
|
|
|
65,525
|
|
|||||
Change in loans
|
—
|
|
|
—
|
|
|
(39,761
|
)
|
|
—
|
|
|
(39,761
|
)
|
|||||
Proceeds from sales and securitizations of loans
|
—
|
|
|
—
|
|
|
18,140
|
|
|
—
|
|
|
18,140
|
|
|||||
Change in federal funds sold and resales
|
—
|
|
|
(15,294
|
)
|
|
(1,844
|
)
|
|
—
|
|
|
(17,138
|
)
|
|||||
Proceeds from significant disposals
|
—
|
|
|
—
|
|
|
265
|
|
|
—
|
|
|
265
|
|
|||||
Payments due to transfers of net liabilities associated with significant disposals
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Changes in investments and advances—intercompany
|
(18,083
|
)
|
|
(5,574
|
)
|
|
23,657
|
|
|
—
|
|
|
—
|
|
|||||
Other investing activities
|
—
|
|
|
57
|
|
|
(2,004
|
)
|
|
—
|
|
|
(1,947
|
)
|
|||||
Net cash used in investing activities of continuing operations
|
$
|
(14,825
|
)
|
|
$
|
(20,825
|
)
|
|
$
|
(18,485
|
)
|
|
$
|
—
|
|
|
$
|
(54,135
|
)
|
Cash flows from financing activities of continuing operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid
|
$
|
(2,287
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2,287
|
)
|
Issuance of preferred stock
|
2,498
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,498
|
|
|||||
Treasury stock acquired
|
(9,290
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,290
|
)
|
|||||
Proceeds (repayments) from issuance of long-term debt, net
|
7,005
|
|
|
5,916
|
|
|
(4,575
|
)
|
|
—
|
|
|
8,346
|
|
|||||
Proceeds (repayments) from issuance of long-term debt—intercompany, net
|
—
|
|
|
(9,453
|
)
|
|
9,453
|
|
|
—
|
|
|
—
|
|
|||||
Change in deposits
|
—
|
|
|
—
|
|
|
24,394
|
|
|
—
|
|
|
24,394
|
|
|||||
Change in federal funds purchased and repos
|
—
|
|
|
3,236
|
|
|
(7,911
|
)
|
|
—
|
|
|
(4,675
|
)
|
|||||
Change in short-term borrowings
|
(164
|
)
|
|
1,168
|
|
|
8,618
|
|
|
—
|
|
|
9,622
|
|
|||||
Net change in short-term borrowings and other advances—intercompany
|
4,620
|
|
|
680
|
|
|
(5,300
|
)
|
|
—
|
|
|
—
|
|
|||||
Other financing activities
|
(316
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(316
|
)
|
|||||
Net cash provided by financing activities of continuing operations
|
$
|
2,066
|
|
|
$
|
6,557
|
|
|
$
|
19,669
|
|
|
$
|
—
|
|
|
$
|
28,292
|
|
Effect of exchange rate changes on cash and due from banks
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(493
|
)
|
|
$
|
—
|
|
|
$
|
(493
|
)
|
Change in cash and due from banks and deposits with banks
|
$
|
(1,154
|
)
|
|
$
|
6,342
|
|
|
$
|
22,209
|
|
|
$
|
—
|
|
|
$
|
27,397
|
|
Cash and due from banks and deposits with banks at
beginning of period
|
21,966
|
|
|
18,777
|
|
|
92,354
|
|
|
—
|
|
|
133,097
|
|
|||||
Cash and due from banks and deposits with banks at end of period
|
$
|
20,812
|
|
|
$
|
25,119
|
|
|
$
|
114,563
|
|
|
$
|
—
|
|
|
$
|
160,494
|
|
Cash and due from banks
|
$
|
142
|
|
|
$
|
4,690
|
|
|
$
|
18,211
|
|
|
$
|
—
|
|
|
$
|
23,043
|
|
Deposits with banks
|
20,670
|
|
|
20,429
|
|
|
96,352
|
|
|
—
|
|
|
137,451
|
|
|||||
Cash and due from banks and deposits with banks at end of period
|
$
|
20,812
|
|
|
$
|
25,119
|
|
|
$
|
114,563
|
|
|
$
|
—
|
|
|
$
|
160,494
|
|
Supplemental disclosure of cash flow information for continuing operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid during the year for income taxes
|
$
|
351
|
|
|
$
|
92
|
|
|
$
|
3,916
|
|
|
$
|
—
|
|
|
$
|
4,359
|
|
Cash paid during the year for interest
|
4,397
|
|
|
3,115
|
|
|
4,555
|
|
|
—
|
|
|
12,067
|
|
|||||
Non-cash investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Transfers to loans held-for-sale from loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,900
|
|
|
$
|
—
|
|
|
$
|
13,900
|
|
Transfers to OREO and other repossessed assets
|
—
|
|
|
—
|
|
|
165
|
|
|
—
|
|
|
165
|
|
|
2018
|
2017
|
||||||||||||||||||||||
In millions of dollars, except per share amounts
|
Fourth
|
Third
|
Second
|
First
|
Fourth
(1)
|
Third
|
Second
|
First
|
||||||||||||||||
Revenues, net of interest expense
|
$
|
17,124
|
|
$
|
18,389
|
|
$
|
18,469
|
|
$
|
18,872
|
|
$
|
17,504
|
|
$
|
18,419
|
|
$
|
18,155
|
|
$
|
18,366
|
|
Operating expenses
|
9,893
|
|
10,311
|
|
10,712
|
|
10,925
|
|
10,332
|
|
10,417
|
|
10,760
|
|
10,723
|
|
||||||||
Provisions for credit losses and for benefits and claims
|
1,925
|
|
1,974
|
|
1,812
|
|
1,857
|
|
2,073
|
|
1,999
|
|
1,717
|
|
1,662
|
|
||||||||
Income from continuing operations before income taxes
|
$
|
5,306
|
|
$
|
6,104
|
|
$
|
5,945
|
|
$
|
6,090
|
|
$
|
5,099
|
|
$
|
6,003
|
|
$
|
5,678
|
|
$
|
5,981
|
|
Income taxes
|
1,001
|
|
1,471
|
|
1,444
|
|
1,441
|
|
23,864
|
|
1,866
|
|
1,795
|
|
1,863
|
|
||||||||
Income (loss) from continuing operations
|
$
|
4,305
|
|
$
|
4,633
|
|
$
|
4,501
|
|
$
|
4,649
|
|
$
|
(18,765
|
)
|
$
|
4,137
|
|
$
|
3,883
|
|
$
|
4,118
|
|
Income (loss) from discontinued operations, net of taxes
|
(8
|
)
|
(8
|
)
|
15
|
|
(7
|
)
|
(109
|
)
|
(5
|
)
|
21
|
|
(18
|
)
|
||||||||
Net income before attribution of noncontrolling interests
|
$
|
4,297
|
|
$
|
4,625
|
|
$
|
4,516
|
|
$
|
4,642
|
|
$
|
(18,874
|
)
|
$
|
4,132
|
|
$
|
3,904
|
|
$
|
4,100
|
|
Noncontrolling interests
|
(16
|
)
|
3
|
|
26
|
|
22
|
|
19
|
|
(1
|
)
|
32
|
|
10
|
|
||||||||
Citigroup’s net income (loss)
|
$
|
4,313
|
|
$
|
4,622
|
|
$
|
4,490
|
|
$
|
4,620
|
|
$
|
(18,893
|
)
|
$
|
4,133
|
|
$
|
3,872
|
|
$
|
4,090
|
|
Earnings per share
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income (loss) from continuing operations
|
$
|
1.65
|
|
$
|
1.74
|
|
$
|
1.62
|
|
$
|
1.68
|
|
$
|
(7.33
|
)
|
$
|
1.42
|
|
$
|
1.27
|
|
$
|
1.36
|
|
Net income (loss)
|
1.65
|
|
1.73
|
|
1.63
|
|
1.68
|
|
(7.38
|
)
|
1.42
|
|
1.28
|
|
1.35
|
|
||||||||
Diluted
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income (loss) from continuing operations
|
1.65
|
|
1.74
|
|
1.62
|
|
1.68
|
|
(7.33
|
)
|
1.42
|
|
1.27
|
|
1.36
|
|
||||||||
Net income (loss)
|
1.64
|
|
1.73
|
|
1.63
|
|
1.68
|
|
(7.38
|
)
|
1.42
|
|
1.28
|
|
1.35
|
|
(1)
|
The fourth quarter of 2017 includes the one-time impact of Tax Reform. See Notes 1 and 9 to the Consolidated Financial Statements.
|
(2)
|
Due to averaging of shares, quarterly earnings per share may not sum to the totals reported for the full year.
|
|
2018
|
2017
|
2016
|
|||
Citigroup’s net income to average assets
(1)
|
0.94
|
%
|
0.84
|
%
|
0.82
|
%
|
Return on average common stockholders’ equity
(1)(2)
|
9.4
|
|
7.0
|
|
6.6
|
|
Return on average total stockholders’ equity
(1)(3)
|
9.1
|
|
7.0
|
|
6.5
|
|
Total average equity to average assets
(4)
|
10.3
|
|
12.1
|
|
12.6
|
|
Dividend payout ratio
(1)(5)
|
23.1
|
|
18.0
|
|
8.9
|
|
(1)
|
2017 excludes the one-time impact of Tax Reform. See “Significant Accounting Policies and Estimates—Income Taxes” above.
|
(2)
|
Based on Citigroup’s net income less preferred stock dividends as a percentage of average common stockholders’ equity.
|
(3)
|
Based on Citigroup’s net income as a percentage of average total Citigroup stockholders’ equity.
|
(4)
|
Based on average Citigroup stockholders’ equity as a percentage of average assets.
|
(5)
|
Dividends declared per common share as a percentage of net income per diluted share.
|
|
|
2018
|
|
2017
|
|
2016
|
|||||||||
In millions of dollars at year end, except ratios
|
Average
interest rate |
Average
balance |
Average
interest rate |
Average
balance |
Average
interest rate |
Average
balance |
|||||||||
Banks
|
1.35
|
%
|
$
|
44,426
|
|
0.49
|
%
|
$
|
36,063
|
|
0.34
|
%
|
$
|
36,983
|
|
Other demand deposits
|
0.61
|
|
287,665
|
|
0.52
|
|
293,389
|
|
0.49
|
|
278,745
|
|
|||
Other time and savings deposits
(2)
|
1.31
|
|
209,410
|
|
1.23
|
|
191,363
|
|
1.16
|
|
189,049
|
|
|||
Total
|
0.94
|
%
|
$
|
541,501
|
|
0.78
|
%
|
$
|
520,815
|
|
0.73
|
%
|
$
|
504,777
|
|
(1)
|
Interest rates and amounts include the effects of risk management activities and also reflect the impact of the local interest rates prevailing in certain countries.
|
(2)
|
Primarily consists of certificates of deposit and other time deposits in denominations of $100,000 or more.
|
|
|
|
|
|
||||||||
In millions of dollars at December 31, 2018
|
Under 3
months |
Over 3 to 6
months |
Over 6 to 12
months |
Over 12
months |
||||||||
Over $100,000
|
|
|
|
|
||||||||
Certificates of deposit
|
$
|
18,858
|
|
$
|
6,952
|
|
$
|
4,761
|
|
$
|
2,755
|
|
Other time deposits
|
6,007
|
|
—
|
|
—
|
|
717
|
|
||||
Over $250,000
|
|
|
|
|
||||||||
Certificates of deposit
|
$
|
18,368
|
|
$
|
5,455
|
|
$
|
2,458
|
|
$
|
1,613
|
|
Other time deposits
|
6,022
|
|
—
|
|
—
|
|
60
|
|
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
|
|||||
October 2018
|
|
|
|
|||||
Open market repurchases
(1)
|
32.0
|
|
$
|
68.78
|
|
$
|
10,127
|
|
Employee transactions
(2)
|
—
|
|
—
|
|
N/A
|
|
||
November 2018
|
|
|
|
|||||
Open market repurchases
(1)
|
20.7
|
|
64.81
|
|
8,784
|
|
||
Employee transactions
(2)
|
—
|
|
—
|
|
N/A
|
|
||
December 2018
|
|
|
|
|||||
Open market repurchases
(1)
|
21.1
|
|
54.87
|
|
7,630
|
|
||
Employee transactions
(2)
|
—
|
|
—
|
|
N/A
|
|
||
Total for 4Q18 and remaining program balance as of December 31, 2018
|
73.8
|
|
$
|
63.70
|
|
$
|
7,630
|
|
(1)
|
Represents repurchases under the $17.6 billion 2018 common stock repurchase program (2018 Repurchase Program) that was approved by Citigroup’s Board of Directors and announced on June 28, 2018. The 2018 Repurchase Program was part of the planned capital actions included by Citi in its 2018 Comprehensive Capital Analysis and Review (CCAR). The 2018 Repurchase Program expires on June 30, 2019. Shares repurchased under the 2018 Repurchase Program were 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 or deferred stock programs where shares are withheld to satisfy tax requirements.
|
Comparison of Five-Year Cumulative Total Return
For the years ended
|
DATE
|
CITI
|
S&P 500
|
S&P FINANCIALS
|
|||
31-Dec-2013
|
100.0
|
|
100.0
|
|
100.0
|
|
31-Dec-2014
|
103.9
|
|
113.7
|
|
115.2
|
|
31-Dec-2015
|
99.7
|
|
115.3
|
|
113.4
|
|
31-Dec-2016
|
115.5
|
|
129.0
|
|
139.3
|
|
31-Dec-2017
|
146.8
|
|
157.2
|
|
170.2
|
|
31-Dec-2018
|
105.0
|
|
150.3
|
|
148.0
|
|
Name
|
Age
|
Position and office held
|
Raja J. Akram
|
46
|
Controller and Chief Accounting Officer
|
Francisco Aristeguieta
|
53
|
CEO, Asia Pacific
|
Stephen Bird
|
52
|
CEO, Global Consumer Banking
|
Michael L. Corbat
|
58
|
Chief Executive Officer
|
James C. Cowles
|
63
|
CEO, Europe, Middle East and Africa
|
Barbara Desoer
|
66
|
CEO, Citibank, N.A.
|
James A. Forese
|
55
|
President;
CEO, Institutional Clients Group
|
Jane Fraser
|
51
|
CEO, Latin America
|
John C. Gerspach
|
65
|
Chief Financial Officer
|
Bradford Hu
|
55
|
Chief Risk Officer
|
Sara Wechter
|
38
|
Head of Human Resources
|
Rohan Weerasinghe
|
68
|
General Counsel and Corporate Secretary
|
Mike Whitaker
|
55
|
Head of Operations and Technology
|
•
|
Ms. Wechter joined Citi in 2004 and assumed her current position in July 2018. Previously, she had served as Citi's Head of Talent and Diversity as well as Chief of Staff to Citi CEO Michael Corbat. She served as Chief of Staff to both Michael O'Neill and Richard Parsons during their terms as Chairman of Citi's Board of Directors. In addition, she held roles in Citi's
Institutional Clients Group
, including Corporate M&A and Strategy and Investment Banking,
|
•
|
Mr. Akram joined Citi in 2006 and assumed his current position in November 2017. Previously, he had served as Deputy Controller since April 2017. He held a number of other roles in Citi Finance, including Lead Finance Officer for Treasury and Trade Solutions, Brazil Country Controller, Brazil Country Finance Officer and head of the Corporate Accounting Policy team supporting M&A activities.
|
Michael L. Corbat
Chief Executive Officer
Citigroup Inc.
Ellen M. Costello
Former President and CEO
BMO Financial Corporation and Former U.S. Country Head
BMO Financial Group
John C. Dugan
Chair
Citigroup Inc.
Duncan P. Hennes
Co-Founder and Partner
Atrevida Partners, LLC
|
Peter Blair Henry
Dean Emeritus and W. R. Berkley Professor of Economics and Finance
New York University
Stern School of Business
Franz B. Humer
Former Chairman
Roche Holding Ltd.
S. Leslie Ireland
Former Assistant Secretary for Intelligence and Analysis
U.S. Department of the Treasury
Lew W. (Jay) Jacobs, IV
Former President and Managing Director
Pacific Investment Management Company LLC (PIMCO)
|
Renée J. James
Chairman and CEO
Ampere Computing and Operating Executive
The Carlyle Group
Eugene M. McQuade
Former Chief Executive Officer Citibank, N.A. and
Former Vice Chairman
Citigroup Inc.
Gary M. Reiner
Operating Partner
General Atlantic LLC
Anthony M. Santomero
Former President
Federal Reserve Bank of
Philadelphia
|
Diana L. Taylor
Former Superintendent of Banks
State of New York
James S. Turley
Former Chairman and CEO
Ernst & Young
Deborah C. Wright
Managing Director of U.S. Jobs and Economic Opportunity Rockefeller Foundation
Ernesto Zedillo Ponce de Leon
Director, Center for the
Study of Globalization and
Professor in the Field
of International
Economics and Politics
Yale University
|
Exhibit
|
|
|
Number
|
|
Description of Exhibit
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
4.09
|
|
Indenture, dated as of March 15, 1987, between Primerica Corporation, a New Jersey corporation, and The Bank of New York, as trustee, incorporated by reference to Exhibit 4.01 to the Company’s Registration Statement on Form S-3 filed December 8, 1992 (No. 03355542).
|
|
|
|
4.10
|
|
First Supplemental Indenture, dated as of December 15, 1988, among Primerica Corporation, Primerica Holdings, Inc. and The Bank of New York, as trustee, incorporated by reference to Exhibit 4.02 to the Company’s Registration Statement on Form S-3 filed December 8, 1992 (No. 03355542).
|
|
|
|
4.11
|
|
Second Supplemental Indenture, dated as of January 31, 1991, between Primerica Holdings, Inc. and The Bank of New York, as trustee, incorporated by reference to Exhibit 4.03 to the Company’s Registration Statement on Form S-3 filed December 8, 1992 (No. 03355542).
|
|
|
|
4.12
|
|
Third Supplemental Indenture, dated as of December 9, 1992, among Primerica Holdings, Inc., Primerica Corporation and The Bank of New York, as trustee, incorporated by reference to Exhibit 5 to the Company’s Form 8-A dated December 21, 1992, with respect to its 7 3/4% Notes Due June 15, 1999 (No. 001-09924).
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
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FIRST:
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The name of the Corporation is:
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SECOND:
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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.
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THIRD:
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The purpose of the Corporation is:
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FOURTH: A.
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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.
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(i)
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The number of shares constituting that series and the distinctive designation of that series;
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(ii)
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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;
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(iii)
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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;
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(iv)
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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;
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(v)
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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;
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(vi)
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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;
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(vii)
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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;
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(ix)
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Any other relative, participating, optional or other special rights, qualifications, limitations or restrictions of that series.
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Exhibit I
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8.125% Non-Cumulative Preferred Stock, Series AA
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Exhibit II
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8.40% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series E
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Exhibit III
|
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8.50% Non-Cumulative Preferred Stock, Series F
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Exhibit IV
|
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Series R Participating Cumulative Preferred Stock
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Exhibit V
|
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6.5% Non-Cumulative Convertible Preferred Stock, Series T
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FIFTH:
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The Directors need not be elected by written ballot unless and to the extent the By-Laws so require.
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SIXTH:
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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.
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SEVENTH:
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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.
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EIGHTH:
A.
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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.
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B.
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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
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1.
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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.
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2.
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All of the following conditions, if applicable, shall have been met:
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(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
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(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.
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(c)
|
After the Determination Date and prior to the Consummation Date of such Business Combination:
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(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.
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(e)
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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.
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(f)
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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.
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(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
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(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
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(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);
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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.
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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.
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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.
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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.
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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.
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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
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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.
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CITIGROUP INC.
|
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/s/ Michael S. Helfer
|
|
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Name:
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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.
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(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.
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(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.
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(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.
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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
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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 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)
|
Notice of Redemption.
Notice of every redemption of shares of Series AA Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series AA Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series AA Preferred Stock. Each notice shall state:
|
(i)
|
the redemption date;
|
(ii)
|
the number of shares of Series AA Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;
|
(iii)
|
the redemption price;
|
(iv)
|
the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and
|
(v)
|
that dividends on the shares to be redeemed will cease to accrue on the redemption date.
|
(c)
|
Partial Redemption.
In case of any redemption of only part of the shares of Series AA Preferred Stock at the time outstanding, the shares of Series AA Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series AA Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series AA Preferred Stock shall be redeemed from time to time.
|
(d)
|
Effectiveness of Redemption.
If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, in trust for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof (the “Trust”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from
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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.
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(b)
|
Special Voting Right.
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(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.
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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)
|
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:
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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 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;
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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 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)
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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.
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(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.
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(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.
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(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.
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(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
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Number of Shares of Series AA 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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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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(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 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.
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(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.
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(c)
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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:
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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)
|
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 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)
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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 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)
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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
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(i)
|
the redemption date;
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(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;
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(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)
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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)
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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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(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 Delaware law.
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(b)
|
Special Voting Right.
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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 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,
|
(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)
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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)
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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)
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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)
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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
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(d)
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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.
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(e)
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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.
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(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.
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(b)
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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
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Number of Shares of Series E 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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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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||
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Signature Guarantee:
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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 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.
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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 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.
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(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:
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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)
|
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)
|
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 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.
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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
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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 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.
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(b)
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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:
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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 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;
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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; 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 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.
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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
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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 Delaware 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 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
.”
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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 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.
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(iii)
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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 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
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(c)
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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:
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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 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;
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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 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
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(iii)
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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.
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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 (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.
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(a)
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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.
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(b)
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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
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(c)
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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.
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(d)
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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)
|
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)
|
Subject to the prior and superior rights of the holders of any shares of any class or series of stock of the Corporation ranking prior and superior to the shares of Series R Preferred Stock with respect to dividends, the holders of shares of Series R Preferred Stock, in preference to the holders of shares of any class or series of stock of the Corporation ranking junior to the Series R Preferred Stock in respect thereof, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, regular quarterly dividends payable on such dates each year as designated by the Board of Directors (each such date being referred to herein as a “
Quarterly Dividend Payment Date
”), commencing on the first Quarterly Dividend Payment Date after the first issuance of any share or fraction of a share of Series R Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 and (ii) the Multiplier Number times the aggregate per share amount of all cash dividends or other distributions and the Multiplier Number times the aggregate per share amount of all non-cash dividends or other distributions (other than (A) a dividend payable in shares of Common Stock, par value $0.01 per share, of the Corporation (the “
Common Stock
”) or (B) a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series R Preferred Stock. As used herein, the “Multiplier Number” shall be 1,000,000;
provided
that if, at any time after June 9, 2009, there shall be any change in the Common Stock, whether by reason of stock dividends, stock splits, reverse stock splits, recapitalization, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations or other similar changes in capitalization, or any distribution or issuance of shares of its capital stock in a merger, share exchange, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Board of Directors shall adjust the Multiplier Number to the extent appropriate such that following such adjustment each share of Series R Preferred Stock shall be in the same economic position as prior to such event.
|
(b)
|
The Corporation shall declare a dividend or distribution on the Series R Preferred Stock as provided in Section 2(a) immediately after it declares a dividend or distribution on the Common Stock (other than as described in Sections 2(a)(ii)(A) and 2(a)(ii)(B));
provided
that if no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date (or, with respect to the first Quarterly Dividend Payment Date, the period between the first issuance of any share or fraction of a share of Series R Preferred Stock and such first Quarterly Dividend Payment Date), a dividend of $1.00 per share on the Series R Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.
|
(c)
|
Dividends shall begin to accrue and be cumulative on outstanding shares of Series R Preferred Stock from the Quarterly Dividend Payment Date immediately preceding the date of issuance of such shares of Series R Preferred Stock, unless the date of issuance of such shares is on or before the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue and be cumulative from the date of issue of such shares, or unless the date of issue is a date after the record date for the determination of holders of shares of Series R Preferred Stock entitled to receive a quarterly dividend and on or before such Quarterly Dividend Payment Date, in which case dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on shares of Series R Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated
pro rata
on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series R Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall not be more than 60 days prior to the date fixed for the payment thereof.
|
(ii)
|
During any default period, such voting right of the holders of Series R Preferred Stock may be exercised initially at a special meeting called pursuant to Section 3(c)(iii) hereof or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders;
provided
that neither such voting right nor the right of the holders of any other series of Preferred Stock, if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless the holders of 10% in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of holders of Common Stock shall not affect the exercise by holders of Preferred Stock of such voting right. At any meeting at which holders of Preferred Stock shall initially exercise such voting right, they shall have the right, voting as a class, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two Directors or, if such right is exercised at an annual meeting, to elect two Directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders of the Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or
pari passu
with the Series R Preferred Stock.
|
(d)
|
The certificate of incorporation of the Corporation shall not be amended in any manner (whether by merger or otherwise) so as to adversely affect the powers, preferences or special rights of the Series R Preferred Stock without the affirmative vote of the holders of a majority of the outstanding shares of Series R Preferred Stock, voting separately as a class.
|
(e)
|
Except as otherwise expressly provided herein, holders of Series R Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.
|
(i)
|
declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the Series R Preferred Stock;
|
(ii)
|
declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding-up) with the Series R Preferred Stock, except dividends paid ratably on the Series R Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
|
(iii)
|
redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the Series R Preferred Stock;
provided
that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding-up) to the Series R Preferred Stock; or
|
(iv)
|
redeem, purchase or otherwise acquire for value any shares of Series R Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding-up) with the Series R Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series R Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
|
(b)
|
The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.
|
(i)
|
a “person” or “group” within the meaning of Section 13(d) of the Exchange Act files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of common equity of the Company representing more than 50% of the voting power of the outstanding Common Stock; or
|
(ii)
|
consummation of any consolidation or merger of the Company or similar transaction or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the property and assets of the Company to any Person other than one of the Company’s subsidiaries, in each case pursuant to which the Common Stock will be converted into cash, securities or other property, other than pursuant to a transaction in which the Persons that “beneficially owned” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, voting shares of the Company immediately prior to such transaction beneficially own, directly or
|
(i)
|
any suspension of, or limitation imposed on, trading by any exchange or quotation system on which the Closing Price is determined pursuant to the definition of the Trading Day (a “
Relevant Exchange
”) during the one-hour period prior to the close of trading for the regular trading session on the Relevant Exchange (or for purposes of determining the VWAP per share of Common Stock any period or periods aggregating one half-hour or longer during the regular trading session on the relevant day) and whether by reason of movements in price exceeding limits permitted by the Relevant Exchange, or otherwise relating to Common Stock or in futures or options contracts relating to the Common Stock on the Relevant Exchange;
|
(ii)
|
any event (other than an event described in clause (iii)) that disrupts or impairs (as determined by the Company in its reasonable discretion) the ability of market participants during the one-hour period prior to the close of trading for the regular trading session on the Relevant Exchange (or for purposes of determining the VWAP per share of Common Stock any period or periods aggregating one half-hour or longer during the regular trading session on the relevant day) in general to effect transactions in, or obtain market values for, the Common Stock on the Relevant Exchange or to effect transactions in, or obtain market values for, futures or options contracts relating to the Common Stock on the Relevant Exchange; or
|
(iii)
|
the failure to open of the Relevant Exchange on which futures or options contracts relating to the Common Stock, are traded or the closure of such exchange prior to its respective scheduled closing time for the regular trading session on such day (without regard to after hours or any other trading outside of the regular trading session hours) unless such earlier closing time is announced by such exchange at least one hour prior to the earlier of the actual closing time for the regular trading session on such day, and the submission deadline for orders to be entered into such exchange for execution at the actual closing time on such day.
|
(a)
|
Rate.
Holders shall be entitled to receive, if, as and when declared by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $50,000 per share of Convertible Preferred Stock, and no more, payable quarterly in arrears on each February 15, May 15, August 15 and November 15;
provided, however,
if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, unless that day falls in the next calendar year, in which case payment of such dividend will occur on the immediately preceding Business Day (in either case, without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “
Dividend Payment Date
”). The period from and including the date of issuance of the Convertible Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “
Dividend Period
.” Dividends on each share of Convertible Preferred Stock will accrue on the liquidation preference of $50,000 per share at a rate per annum equal to 6.5%. The record date for payment of dividends on the Convertible Preferred Stock will be the fifteenth day of the calendar month immediately preceding the month during which the Dividend Payment Date falls or such other record date fixed by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “
Dividend Record Date
”). Any such day that is a Dividend Record Date
|
(b)
|
Non-Cumulative Dividends.
If the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof does not declare a dividend on the Convertible Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time whether or not dividends on the Convertible Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent Dividend Period with respect to Convertible Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Company. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.
|
(c)
|
Priority of Dividends.
So long as any share of Convertible Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Convertible Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any of Junior Stock, or make any guarantee payment with respect thereto, other than:
|
(i)
|
purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;
|
(ii)
|
purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current dividend period, including under a contractually binding stock repurchase plan;
|
(iii)
|
as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;
|
(iv)
|
the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;
|
(v)
|
the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or
|
(vi)
|
the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.
|
(e)
|
Conversion Following A Record Date.
If a Conversion Date for any shares of Convertible Preferred Stock is prior to the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, the Holder of such shares will not be entitled to any such dividend. If the Conversion Date for any shares of Convertible Preferred Stock is after the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, but prior to the corresponding Dividend Payment Date, the Holder of such shares shall be entitled to
|
(a)
|
Liquidation.
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Convertible Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $50,000 per share, plus any accrued dividends thereon from the last dividend payment date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.
|
(b)
|
Partial Payment.
If the assets of the Company are not sufficient to pay in full the liquidation preference plus any dividends which have been declared but not yet paid to all Holders and all holders of any Parity Stock, the amounts paid to the Holders and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.
|
(c)
|
Residual Distributions.
If the respective aggregate liquidating distributions to which all Holders and all holders of any Parity Stock are entitled have been paid, the holders of Junior Stock shall be entitled to receive all remaining assets of the Company according to their respective rights and preferences.
|
(d)
|
Merger, Consolidation and Sale of Assets Not Liquidation.
For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.
|
(a)
|
Optional Redemption.
The Company, at the option of its Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may redeem out of funds legally available therefor, in whole or in part, the shares of Convertible Preferred Stock at the time outstanding, on any Dividend Payment Date as to which the Company has declared a dividend in full on the Convertible Preferred Stock on or after the Dividend Payment Date on February 15, 2015, upon notice given as provided in Section 6(b) below, and at a redemption price equal to $50,000 per share.
|
(b)
|
Notice of Redemption.
Notice of every redemption of shares of Convertible Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Convertible Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Convertible Preferred Stock. Each notice shall state:
|
(i)
|
the redemption date;
|
(ii)
|
the number of shares of Convertible Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;
|
(iii)
|
the redemption price;
|
(iv)
|
the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and
|
(v)
|
that dividends on the shares to be redeemed will cease to accrue on the redemption date.
|
(c)
|
Partial Redemption.
In case of any redemption of only part of the shares of Convertible Preferred Stock at the time outstanding, the shares of Convertible Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Convertible Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Convertible Preferred Stock shall be redeemed from time to time.
|
(d)
|
Effectiveness of Redemption.
If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, in trust for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof (the “
Trust
”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.
|
(e)
|
Conversion Prior to Redemption.
If the Convertible Preferred Stock has been called for redemption, a holder will be entitled to convert the Convertible Preferred Stock from the date of notice of the redemption until the close of business on the second Business Day immediately preceding the date of redemption.
|
(a)
|
Conversion Date.
Effective immediately prior to the close of business on any applicable Conversion Date, dividends shall no longer be declared on any such converted shares of Convertible Preferred Stock and such shares of Convertible Preferred Stock shall cease to be outstanding, in each case, subject to the right of Holders to receive any declared and unpaid dividends on such shares and any other payments to which they are otherwise entitled pursuant to the terms hereof.
|
(b)
|
Rights Prior to Conversion.
No allowance or adjustment, except pursuant to Section 12, shall be made in respect of dividends payable to holders of the Common Stock of record as of any date prior to the close of business on any applicable Conversion Date. Prior to the close of business on any applicable Conversion Date, shares of Common Stock issuable upon conversion of, or other securities issuable upon conversion of, any shares of Convertible Preferred Stock shall not be deemed outstanding for any purpose, and Holders shall have no rights with respect to the Common Stock or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the Common Stock or other securities issuable upon conversion and rights to receive any dividends or other distributions on the Common Stock or other securities issuable upon conversion) by virtue of holding shares of Convertible Preferred Stock.
|
(c)
|
Reacquired Shares.
Shares of Convertible Preferred Stock duly converted in accordance with this Certificate of Designation, or otherwise reacquired by the Company, will resume the status of authorized and unissued preferred stock, undesignated as to series and available for future issuance. The Company may from time-to-time take such appropriate action as may be necessary to reduce the authorized number of shares of Convertible Preferred Stock.
|
(d)
|
Record Holder as of Conversion Date.
The Person or Persons entitled to receive the Common Stock and/or cash, securities or other property issuable upon conversion of Convertible Preferred Stock shall be treated for all purposes as the record holder(s) of such shares of Common Stock and/or securities as of the close of business on any applicable Conversion Date. In the event that a Holder shall not by written notice designate the name in which shares of Common Stock and/or cash, securities or other property (including payments of cash in lieu of fractional shares) to be issued or paid upon conversion of shares of Convertible Preferred Stock should be registered or paid or the manner in which such shares should be delivered, the Company shall be entitled to register and deliver such shares, and make such payment, in the name of the Holder and in the manner shown on the records of the Company or, in the case of global certificates, through book-entry transfer through the Depositary.
|
(e)
|
Conversion Procedure.
On the date of any conversion, if a Holder’s interest is in certificated form, a Holder must do each of the following in order to convert:
|
(i)
|
complete and manually sign the conversion notice provided by the Conversion Agent, or a facsimile of the conversion notice, and deliver this irrevocable notice to the Conversion Agent;
|
(ii)
|
surrender the shares of Convertible Preferred Stock to the Conversion Agent;
|
(iii)
|
if required, furnish appropriate endorsements and transfer documents;
|
(iv)
|
if required, pay any stock transfer, documentary, stamp or similar taxes not payable by the Company pursuant to Section 24; and
|
(v)
|
if required, pay funds equal to any declared and unpaid dividend payable on the next Dividend Payment Date to which such Holder is entitled.
|
(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).
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(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.
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(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
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(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.
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(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.
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(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.:
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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:
|
|
|
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)
|
||
Signature Guarantee:
|
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CITIGROUP INC.
|
||
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||
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||
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By:
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/s/ Martin A. Waters
|
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|
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Name:
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Martin A. Waters
|
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Title:
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Assistant Treasurer
|
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CITIGROUP INC.
|
||
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||
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By:
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/s/ Michael S. Helfer
|
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Name:
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Michael S. Helfer
|
|
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Title:
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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)
|
Notice of Special Meeting.
Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director’s election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series A Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series A Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series A Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series A Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.
|
(iv)
|
Termination; Removal.
Whenever the Company has paid noncumulative dividends in full for at least two consecutive semi-annual or four consecutive quarterly Dividend Periods following a Nonpayment on the Series A Preferred Stock and on any dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “
Preferred Stock Director Termination Date
”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).
|
(c)
|
Senior Issuances; Adverse Changes.
So long as any shares of Series A Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series A Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:
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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
:
|
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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1.
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Effective December 31, 2018, the following definition shall be added to Paragraph 1 of the Plan:
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2.
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Effective December 31, 2018, the definition of “Individual Freeze Date” shall be amended to add the following sentence at the end thereof to read as follows:
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3.
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Effective December 31, 2018, Paragraph 2 shall be amended to add the following new subparagraph (d):
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4.
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Effective December 31, 2018, Paragraph 3 shall be amended to add the following new subparagraph (k):
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Significant Subsidiaries of Citigroup
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Exhibit 21.01
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In accordance with SEC rules, the following is a list of Citigroup’s subsidiaries as of December 31, 2018, other than those subsidiaries, considered in the aggregate as a single subsidiary, that would not constitute a “significant subsidiary” as of December 31, 2018.
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This list of subsidiaries will change from year-to-year as a result of changes in Citigroup’s and its subsidiaries’ results of operations and financial condition, legal entity consolidations and any sales and other dispositions of Citigroup’s subsidiaries. Accordingly, this list is not representative of the total number of subsidiaries that Citigroup may have at any given time.
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The indentations below reflect the principal parenting of each subsidiary.
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Subsidiary
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Jurisdiction Name
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Citicorp Banking Corporation
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Delaware
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Associates First Capital Corporation
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Delaware
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CitiFinancial Credit Company
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Delaware
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Citi Ventures Inc.
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Delaware
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Citibank (Switzerland) AG
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Switzerland
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Citicorp Funding, Inc.
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Delaware
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Citigroup Global Markets Realty Corp.
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New York
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Court Square Capital Limited
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Delaware
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Citicorp LLC
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Delaware
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Citi GSCP Inc.
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Delaware
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Citigroup Niagara Holdings LLC
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Delaware
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Citi Niagara LLC
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Delaware
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TRV Holdings LLC
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Delaware
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TRV Investments LLC
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Delaware
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COHM Overseas Mexico Holding, S. de R.L. de C.V.
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Mexico
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Citicorp (Mexico) Holdings LLC
|
Delaware
|
Grupo Financiero Citibanamex, S.A. de C.V.
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Mexico
|
Banco Nacional de Mexico, S.A., integrante del Grupo Financiero Banamex
|
Mexico
|
Inmuebles Banamex, S.A. de C.V.
|
Mexico
|
Tarjetas Banamex, S.A. de C.V., SOFOM, E.R.
|
Mexico
|
Citibanamex Afore, S.A de C.V., integrante del Grupo Financiero Citibanamex
|
Mexico
|
Citibanamex Casa de Bolsa, S.A. de C.V., Casa de Bolsa, integrante del Grupo Financiero Citibanamex
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Mexico
|
Citibanamex Seguros, S.A. de C.V., Integrante del Grupo Financiero Citibanamex
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Mexico
|
Citibank, N.A.
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United States
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Citi Real Estate Funding Inc.
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New York
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Citibank (China) Co., Ltd.
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China
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Citibank del Peru S.A.
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Peru
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Citibank Kazakhstan JSC
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Kazakhstan
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Citibank Overseas Investment Corporation
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United States
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Bank Handlowy w Warszawie S.A.
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Poland
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Citi Investments Bahamas Ltd.
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Delaware
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Citi Overseas Holdings Bahamas Limited
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Bahamas
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Citibank Holdings Ireland Limited
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Ireland
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Citibank Europe plc
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Ireland
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CitiFinancial Europe Limited
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England
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Citigroup Asia Pacific Holding LLC
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Delaware
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• Form S-3
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Nos. 33-59791, 33-62903, 33-63663, 333-12439, 333-20803, 333-21143, 333-32065, 333-37992, 333-44549, 333-46628, 333-48474, 333-49442, 333-50338, 333-51201, 333-56088, 333-68949, 333-57364, 333-68989, 333-75554, 333-83741, 333-102206, 333-103940, 333-105316, 333-106510, 333-106598, 333-108047, 333-117615, 333-122925, 333-125845, 333-126744, 333-132177, 333-132370, 333-132373, 333-135163, 333-142849, 333-146471, 333-152454, 333-157386, 333-157459, 333-172554, 333-172562, 333-186425, 333-191056, 333-192302, 333-214120, 333-216372 and 333-224495
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• Form S-8
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Nos. 333-58460, 333-58458, 333-02811, 333-56589, 333-63016, 333-101134, 333-107166, 333-124635, 333-163852, 333-166242, 333-166215, 333-173683, 333-181647, 333-203791, 333-203792, 333-211479, 333-225038 and 333-225040
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1.
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I have reviewed this Annual Report on Form 10-K of Citigroup Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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a)
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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Date:
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February 22, 2019
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/s/ Michael L. Corbat
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Michael L. Corbat
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Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of Citigroup Inc.;
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2.
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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;
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3.
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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;
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4.
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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;
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b)
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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;
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c)
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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
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d)
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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
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5.
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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):
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a)
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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
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b)
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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.
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Date:
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February 22, 2019
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/s/ John C. Gerspach
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John C. Gerspach
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Chief Financial Officer
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/s/ Michael L. Corbat
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Michael L. Corbat
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Chief Executive Officer
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February 22, 2019
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/s/ John C. Gerspach
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John C. Gerspach
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Chief Financial Officer
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February 22, 2019
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $.01 per share
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New York Stock Exchange
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Mexico Stock Exchange
|
|
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Depositary Shares, each representing 1/1,000th interest in a share of
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New York Stock Exchange
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7.125% Fixed/Floating Rate Noncumulative Preferred Stock, Series J
|
|
|
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Depositary Shares, each representing 1/1,000th interest in a share of
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New York Stock Exchange
|
6.875% Fixed/Floating Rate Noncumulative Preferred Stock, Series K
|
|
|
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Depositary Shares, each representing 1/1,000th interest in a share of
|
New York Stock Exchange
|
6.875% Noncumulative Preferred Stock, Series L
|
|
|
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Depositary Shares, each representing 1/1,000th interest in a share of
|
New York Stock Exchange
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6.300% Noncumulative Preferred Stock, Series S
|
|
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7.625% Trust Preferred Securities of Citigroup Capital III (and
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New York Stock Exchange
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registrant’s guaranty with respect thereto)
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7.875% Fixed Rate / Floating Rate Trust Preferred Securities
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New York Stock Exchange
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(TruPS
®
) of Citigroup Capital XIII (and registrant’s guaranty
|
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with respect thereto)
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6.829% Fixed Rate / Floating Rate Enhanced Trust Preferred
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New York Stock Exchange
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Securities (Enhanced TruPS
®
) of Citigroup Capital XVIII (and
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registrant’s guaranty with respect thereto)
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C-Tracks Exchange-Traded Notes Based on the Performance of the Miller/Howard MLP Fundamental Index Due September 28, 2023
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NYSE Arca
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|
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C-Tracks Exchange-Traded Notes on the Miller/Howard MLP Fundamental Index, Series B, Due July 13, 2026
|
NYSE Arca
|
|
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C-Tracks Exchange-Traded Notes Miller/Howard Strategic Dividend Reinvestor Due September 16, 2024
|
NYSE Arca
|
|
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VelocityShares® Daily Inverse VIX Medium Term ETNs linked to the S&P 500 VIX Mid-Term Futures® Index due December 4, 2030
|
NASDAQ
|
|
|
VelocityShares® VIX Short Term ETNs linked to the S&P 500 VIX Short-Term Futures® Index due December 4, 2030
|
NASDAQ
|
|
|
VelocityShares® Daily 2x VIX Short Term ETNs linked to the S&P 500 VIX Short-Term Futures® Index due December 4, 2030
|
NASDAQ
|
|
|
VelocityShares® 3x Long Crude Oil ETNs linked to the S&P GSCI® Crude Oil Index ER due December 15, 2031
|
NYSE Arca
|
|
|
VelocityShares® 3x Inverse Crude Oil ETNs linked to the S&P GSCI® Crude Oil Index ER due December 15, 2031
|
NYSE Arca
|
|
|
VelocityShares® 3x Long Gold ETNs linked to the S&P GSCI® Gold Index ER due October 14, 2031
|
NASDAQ
|
|
|
VelocityShares® 3x Long Silver ETNs linked to the S&P GSCI® Silver Index ER due October 14, 2031
|
NASDAQ
|
|
|
VelocityShares® 3x Inverse Gold ETNs linked to the S&P GSCI® Gold Index ER due October 14, 2031
|
NASDAQ
|
|
|
VelocityShares® 3x Inverse Silver ETNs linked to the S&P GSCI® Silver Index ER due October 14, 2031
|
NASDAQ
|
|
|
VelocityShares® Long LIBOR ETNs due August 16, 2032
|
NYSE Arca
|
|
|
VelocityShares® Short LIBOR ETNs due August 16, 2032
|
NYSE Arca
|
|
|
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. JPY Index due December 15, 2032
|
NYSE Arca
|
|
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Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. EUR Index due December 15, 2032
|
NYSE Arca
|
|
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Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. GBP Index due December 15, 2032
|
NYSE Arca
|
|
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Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. CHF Index due December 15, 2032
|
NYSE Arca
|
|
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Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. AUD Index due December 15, 2032
|
NYSE Arca
|
|
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Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long JPY vs. USD Index due December 15, 2032
|
NYSE Arca
|
|
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Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long EUR vs. USD Index due December 15, 2032
|
NYSE Arca
|
|
|
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long GBP vs. USD Index due December 15, 2032
|
NYSE Arca
|
|
|
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long CHF vs. USD Index due December 15, 2032
|
NYSE Arca
|
|
|
Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long AUD vs. USD Index due December 15, 2032
|
NYSE Arca
|