CITIGROUP INC (Form: 10-Q, Received: 04/30/2019 17:50:17)

Three Months Ended March 31,

In millions of dollars

U.S. plans

Non-U.S. plans

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

Commission file number 1-9924

Citigroup Inc.

(Exact name of registrant as specified in its charter)



Delaware (State or other jurisdiction of incorporation or organization)		52-1568099 (I.R.S. Employer Identification No.)
388 Greenwich Street, New York, NY (Address of principal executive offices)		10013 (Zip code)
(212) 559-1000 (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer x	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Yes o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Number of shares of Citigroup Inc. common stock outstanding on March 31, 2019: 2,312,467,721

Available on the web at www.citigroup.com

CITIGROUP’S FIRST QUARTER 2019—FORM 10-Q



OVERVIEW	1
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
Executive Summary	3
Summary of Selected Financial Data	6
SEGMENT AND BUSINESS—INCOME (LOSS) AND REVENUES	8
SEGMENT BALANCE SHEET	9
Global Consumer Banking (GCB)	10
North America GCB	12
Latin America GCB	14
Asia GCB	16
Institutional Clients Group	18
Corporate/Other	21
OFF-BALANCE SHEET ARRANGEMENTS	22
CAPITAL RESOURCES	23
MANAGING GLOBAL RISK TABLE OF CONTENTS	34
MANAGING GLOBAL RISK	35
INCOME TAXES	66
FUTURE APPLICATION OF ACCOUNTING STANDARDS	67
DISCLOSURE CONTROLS AND PROCEDURES	68
DISCLOSURE PURSUANT TO SECTION 219 OF THE IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT	68
FORWARD-LOOKING STATEMENTS	69
FINANCIAL STATEMENTS AND NOTES TABLE OF CONTENTS	71
CONSOLIDATED FINANCIAL STATEMENTS	72
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	79
UNREGISTERED SALES OF EQUITY SECURITIES, PURCHASES OF EQUITY SECURITIES AND DIVIDENDS	176

OVERVIEW

This Quarterly Report on Form 10-Q should be read in conjunction with Citigroup’s Annual Report on Form 10-K for the year ended December 31, 2018 (2018 Annual Report on Form 10-K).

Additional information about Citigroup is available on Citi’s website at www.citigroup.com. Citigroup’s annual reports on Form 10-K, quarterly reports on Form 10-Q and proxy statements, as well as other filings with the U.S. Securities and Exchange Commission (SEC), are available free of charge through Citi’s website by clicking on the “Investors” page and selecting “All SEC Filings.” The SEC’s website also contains current reports on Form 8-K, and other information regarding Citi at www.sec.gov.

Certain reclassifications, including a realignment of certain businesses, have been made to the prior periods’ financial statements and disclosures to conform to the current period’s presentation. For additional information on certain recent reclassifications, see Notes 1 and 3 to the Consolidated Financial Statements below and Notes 1 and 3 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.

Throughout this report, “Citigroup,” “Citi” and “the Company” refer to Citigroup Inc. and its consolidated subsidiaries.

Citigroup is managed pursuant to two business segments: Global Consumer Banking and Institutional Clients Group, with the remaining operations in Corporate/Other.

The following are the four regions in which Citigroup operates. The regional results are fully reflected in the segment results above.


(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.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

EXECUTIVE SUMMARY

First Quarter of 2019—Results Demonstrated Continued Progress

As described further throughout this Executive Summary, Citi made steady progress in the first quarter of 2019 toward improving its profitability and returns. During the quarter, Citi had revenue growth and positive operating leverage in every region in Global Consumer Banking (GCB), excluding the impact of foreign currency translation into U.S. dollars for reporting purposes (FX translation) as well as the gain on sale of the Hilton portfolio in the prior-year period in North America GCB. (Citi’s results of operations excluding the gain on sale as well as the impact of FX translation are non-GAAP financial measures.) Citi also showed continued momentum across treasury and trade solutions, securities services, investment banking and corporate lending in Institutional Clients Group (ICG), while equity markets revenues were impacted by a weaker market environment.

Citi continued to demonstrate strong expense discipline, resulting in the tenth consecutive quarter of positive operating leverage. Citi also had growth in deposits and overall loan growth in GCB and ICG, while credit quality remained broadly stable.

In addition, Citi continued to return capital to its shareholders. In the quarter, Citi returned $5.1 billion in the form of common stock repurchases and dividends. Citi repurchased approximately 66 million common shares, contributing to a 9% reduction in average outstanding common shares from the prior-year period. Despite the continued progress in returning capital to shareholders during the quarter, each of Citi’s key regulatory capital metrics remained strong (see “Capital” below).

While the macroeconomic environment remains largely positive, global economic growth forecasts for 2019 have been lowered and there continue to be various economic, political and other risks and uncertainties that could create a more volatile operating environment and impact Citi’s businesses and future results. For a discussion of the risks and uncertainties that could impact Citi’s businesses, results of operations and financial condition during the remainder of 2019, see each respective business’s results of operations and “Forward-Looking Statements” below, as well as each respective business’s results of operations and the “Managing Global Risk” and “Risk Factors” sections in Citi’s 2018 Annual Report on Form 10-K.

First Quarter of 2019 Results Summary

Citigroup

Citigroup reported net income of $4.7 billion, or $1.87 per share, compared to net income of $4.6 billion, or $1.68 per share, in the prior-year period. Net income increased 2% from the prior-year period, primarily driven by lower expenses and a lower effective tax rate, partially offset by lower revenues and higher cost of credit. Earnings per share increased 11%,

primarily reflecting the 9% reduction in average shares outstanding driven by the common stock repurchases, as well as growth in net income.

Citigroup revenues of $18.6 billion in the first quarter of 2019 decreased 2% from the prior-year period, including the impact of the $150 million gain on the sale of the Hilton portfolio in the prior-year period. Excluding the gain on sale, revenues decreased 1%, primarily reflecting lower equity markets revenues as well as mark-to-market losses on loan hedges, both in ICG, and the continued wind-down of legacy assets in Corporate/Other.

Citigroup’s end-of-period loans increased 1% to $682 billion versus the prior-year period. Excluding the impact of FX translation, Citigroup’s end-of-period loans grew 3%, as 5% aggregate growth in GCB and ICG was partially offset by the continued wind-down of legacy assets in Corporate/Other. Citigroup’s end-of-period deposits increased 3% to $1.0 trillion versus the prior-year period. Excluding the impact of FX translation, Citigroup’s deposits increased 5%, primarily driven by 8% growth in ICG deposits as well as 2% growth in GCB.

Expenses

Citigroup operating expenses of $10.6 billion decreased 3% versus the prior-year period, as efficiency savings and the wind-down of legacy assets were partially offset by continued investments. Year-over-year, GCB and ICG operating expenses were both down 1% and Corporate/Other operating expenses decreased 26%.

Cost of Credit

Citi’s total provisions for credit losses and for benefits and claims of $2.0 billion increased 7% from the prior-year period. The increase was primarily driven by higher net credit losses in both Citi-branded cards and Citi retail services in North America GCB as well as a lower net loan loss reserve release in ICG.

Net credit losses of $1.9 billion increased 4% versus the prior-year period. Consumer net credit losses of $1.9 billion increased 7% from the prior-year period, primarily reflecting volume growth and seasoning in the North America cards portfolios. Corporate net credit losses decreased from $96 million in the prior-year period to $56 million.

For additional information on Citi’s consumer and corporate credit costs and allowance for loan losses, see each respective business’s results of operations and “Credit Risk” below.

Capital

Citigroup’s Common Equity Tier 1 (CET1) Capital and Tier 1 Capital ratios were 11.9% and 13.5% as of March 31, 2019, respectively, compared to 12.1% and 13.7% as of March 31, 2018, both based on the Basel III Standardized Approach for determining risk-weighted assets. The decline in regulatory capital ratios primarily reflected the return of capital to common shareholders, partially offset by net income.

Citigroup’s Supplementary Leverage ratio as of March 31, 2019 was 6.4%, compared to 6.7% as of March 31, 2018. For additional information on Citi’s capital ratios and related components, see “Capital Resources” below.

Global Consumer Banking

GCB net income of $1.4 billion increased 4%. Excluding the impact of FX translation and the gain on the sale of the Hilton portfolio in the prior-year period (approximately $115 million after-tax), net income increased 14%, driven primarily by higher revenues, partially offset by higher cost of credit. GCB operating expenses of $4.6 billion decreased 1%. Excluding the impact of FX translation, expenses were largely unchanged, as investments and volume-driven expenses were offset by efficiency savings.

GCB revenues of $8.5 billion were largely unchanged versus the prior-year period. Excluding the impact of FX translation and the gain on the sale of the Hilton portfolio in the prior-year period, revenues increased 4%, driven by growth in all three regions. North America GCB revenues of $5.2 billion increased 1%, or 4% excluding the gain on the sale of the Hilton portfolio, with growth in all three businesses. In North America GCB, Citi-branded cards revenues of $2.2 billion increased 5%, excluding the gain on the sale of the Hilton portfolio, primarily driven by growth in interest-earning balances. Citi retail services revenues of $1.7 billion increased 3% versus the prior-year period, primarily reflecting organic loan growth and the benefit of the L.L.Bean portfolio acquisition. Retail banking revenues increased 1% from the prior-year period to $1.3 billion. Excluding mortgage revenues, retail banking revenues of $1.2 billion were up 2% from the prior-year period, driven by continued growth in deposit spreads as well as modest growth in deposit volumes.

North America GCB average deposits of $182 billion increased 1% year-over-year, average retail loans of $57 billion increased 3% year-over-year and assets under management of $66 billion grew 9%. Average Citi-branded card loans of $88 billion increased 1% compared to the first quarter of 2018, which represented the peak level of promotional balances in 2018, as Citi has now optimized its mix of interest-earning to non-interest earning balances, while Citi-branded card purchase sales of $84 billion increased 6% versus the prior-year period. Average Citi retail services loans of $50 billion increased 7% versus the prior-year period, while Citi retail services purchase sales of $19 billion also increased 7%. For additional information on the results of operations of North America GCB for the first quarter of 2019, see “Global Consumer Banking—North America GCB” below.

International GCB revenues (consisting of Latin America GCB and Asia GCB (which includes the results of operations in certain EMEA countries)) of $3.3 billion were largely unchanged versus the prior-year period. Excluding the impact of FX translation, international GCB revenues increased 3% versus the prior-year period. On this basis, Latin America GCB revenues increased 6% versus the prior-year period, including the impact of the sale of an asset management business in Mexico in 2018. The impact was a net benefit in the current quarter, as Citi recorded a small residual gain on the sale, partially offset by the absence of related revenues.

Excluding this impact, Latin America GCB revenues increased 5%, primarily driven by continued deposit growth as well as improved deposit spreads. Asia GCB revenues increased 1%, as continued growth in deposit, lending and insurance revenues was largely offset by lower investment revenues due to weaker market sentiment. For additional information on the results of operations of Latin America GCB and Asia GCB for the first quarter of 2019, including the impact of FX translation, see “Global Consumer Banking—Latin America GCB” and “Global Consumer Banking—Asia GCB” below.

Year-over-year, international GCB average deposits of $128 billion increased 3%, average retail loans of $89 billion increased 2%, assets under management of $106 billion increased 7%, average card loans of $25 billion increased 3% and card purchase sales of $26 billion increased 6%, all excluding the impact of FX translation.

Institutional Clients Group

ICG net income of $3.3 billion was largely unchanged, as a decrease in expenses and a lower effective tax rate were offset by lower revenues and higher cost of credit. ICG operating expenses decreased 1% to $5.4 billion, as efficiency savings more than offset investments and volume-related expenses.

ICG revenues were $9.7 billion in the first quarter of 2019, down 2% from the prior-year period, as a 2% increase in Banking revenues was more than offset by a 6% decrease in Markets and securities services revenue. The increase in Banking revenues included the impact of $231 million of losses on loan hedges within corporate lending, compared to gains of $23 million in the prior-year period.

Banking revenues of $5.2 billion (excluding the impact of gains (losses) on loan hedges within corporate lending) increased 8%, driven by solid growth in treasury and trade solutions, investment banking and corporate lending, partially offset by lower revenues in private bank. Investment banking revenues of $1.4 billion increased 20% versus the prior-year period, as growth in advisory and investment-grade debt underwriting more than offset a decline in equity underwriting, largely reflecting a lower market wallet. Advisory revenues increased 76% to $378 million, equity underwriting revenues decreased 20% to $172 million and debt underwriting revenues increased 15% to $804 million, all versus the prior-year period.

Treasury and trade solutions revenues of $2.4 billion increased 6% versus the prior-year period, and 10% excluding the impact of FX translation, reflecting continued growth in deposits as well as improved spreads. Private bank revenues decreased 3% to $880 million compared to a strong prior-year period, reflecting lower managed investment revenues and higher funding costs. Corporate lending revenues decreased 38% to $338 million. Excluding the impact of gains (losses) on loan hedges, corporate lending revenues increased 9% versus the prior-year period, primarily driven by loan growth and spread expansion.

Markets and securities services revenues of $4.7 billion decreased 6% from the prior-year period, as lower equity markets revenues more than offset modest revenue growth in fixed income. Fixed income markets revenues of $3.5 billion increased 1% from the prior-year period, as strength in rates

and spread products was largely offset by weakness in FX, as a result of low currency volatility in the current quarter, while corporate client activity remained stable. Equity markets revenues of $842 million decreased 24%, compared to a strong prior-year period, reflecting lower market volumes and client financing balances. Securities services revenues of $638 million were largely unchanged, and increased 5% excluding the impact of FX translation, driven by continued growth in client volumes and higher net interest revenue. For additional information on the results of operations of ICG for the first quarter of 2019, see “Institutional Clients Group” below.

Corporate/Other

Corporate/Other net loss was $38 million in the first quarter of 2019, compared to a net loss of $87 million in the prior-year period. Operating expenses of $549 million declined 26% from the prior-year period, largely reflecting the wind-down of legacy assets. Corporate/Other revenues were $431 million, down 27% from the prior-year period, primarily reflecting the continued wind-down of legacy assets. For additional information on the results of operations of Corporate/Other for the first quarter of 2019, see “Corporate/Other” below.

RESULTS OF OPERATIONS

SUMMARY OF SELECTED FINANCIAL DATA—PAGE 1

Citigroup Inc. and Consolidated Subsidiaries



	First Quarter
In millions of dollars, except per-share amounts and ratios	2019			2018			% Change
Net interest revenue	$	11,759		$	11,172		5	%
Non-interest revenue	6,817			7,700			(11	)
Revenues, net of interest expense	$	18,576		$	18,872		(2	)%
Operating expenses	10,584			10,925			(3	)
Provisions for credit losses and for benefits and claims	1,980			1,857			7
Income from continuing operations before income taxes	$	6,012		$	6,090		(1	)%
Income taxes	1,275			1,441			(12	)
Income from continuing operations	$	4,737		$	4,649		2	%
Income (loss) from discontinued operations, net of taxes⁽¹⁾	(2		)	(7		)	71
Net income before attribution of noncontrolling interests	$	4,735		$	4,642		2	%
Net income attributable to noncontrolling interests	25			22			14
Citigroup’s net income	$	4,710		$	4,620		2	%
Less:
Preferred dividends—Basic	$	262		$	272		(4	)%
Dividends and undistributed earnings allocated to employee restricted and deferred shares that contain nonforfeitable rights to dividends, applicable to basic EPS	59			51			16
Income allocated to unrestricted common shareholders for basic and diluted EPS	$	4,389		$	4,297		2	%
Earnings per share
Basic
Income from continuing operations	$	1.88		$	1.68		12	%
Net income	1.88			1.68			12
Diluted
Income from continuing operations	$	1.87		$	1.68		11	%
Net income	1.87			1.68			11
Dividends declared per common share	0.45			0.32			41

Table continues on the next page, including footnotes.

SUMMARY OF SELECTED FINANCIAL DATA—PAGE 2

Citigroup Inc. and Consolidated Subsidiaries



	First Quarter
In millions of dollars, except per-share amounts, ratios and direct staff	2019			2018			% Change
At March 31:
Total assets	$	1,958,413		$	1,922,104		2	%
Total deposits	1,030,355			1,001,219			3
Long-term debt	243,566			237,938			2
Citigroup common stockholders’ equity	178,272			182,759			(2	)
Total Citigroup stockholders’ equity	196,252			201,915			(3	)
Direct staff (in thousands)	203			209			(3	)
Performance metrics
Return on average assets	0.98		%	0.98		%
Return on average common stockholders’ equity⁽²⁾	10.2			9.7
Return on average total stockholders’ equity⁽²⁾	9.8			9.3
Efficiency ratio (total operating expenses/total revenues)	57.0			57.9
Basel III ratios
Common Equity Tier 1 Capital⁽³⁾	11.91		%	12.05		%
Tier 1 Capital⁽³⁾	13.47			13.67
Total Capital⁽³⁾	16.44			16.01
Supplementary Leverage ratio	6.44			6.71
Citigroup common stockholders’ equity to assets	9.10		%	9.51		%
Total Citigroup stockholders’ equity to assets	10.02			10.50
Dividend payout ratio⁽⁴⁾	24			19
Total payout ratio⁽⁵⁾	115			71
Book value per common share	$	77.09		$	71.67		8	%
Tangible book value (TBV) per share⁽⁶⁾	65.55			61.02			7


(1)	See Note 2 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K for additional information on Citi’s discontinued operations.


(2)	The return on average common stockholders’ equity is calculated using net income less preferred stock dividends divided by average common stockholders’ equity. The return on average total Citigroup stockholders’ equity is calculated using net income divided by average Citigroup stockholders’ equity.

(3)

Citi’s reportable Common Equity Tier 1 (CET1) Capital and Tier 1 Capital ratios were the lower derived under the U.S. Basel III Standardized Approach, whereas the reportable Total Capital ratio was the lower derived under the U.S. Basel III Advanced Approaches framework. This reflects the U.S. Basel III requirement to report the lower of risk-based capital ratios under both the Standardized Approach and Advanced Approaches in accordance with the Collins Amendment of the Dodd-Frank Act.


(4)	Dividends declared per common share as a percentage of net income per diluted share.


(5)	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 9 to the Consolidated Financial Statements and “Equity Security Repurchases” below for the component details.


(6)	For information on TBV, see “Capital Resources—Tangible Common Equity, Book Value Per Share, Tangible Book Value Per Share and Returns on Equity” below.

SEGMENT AND BUSINESS—INCOME (LOSS) AND REVENUES

CITIGROUP INCOME



	First Quarter
In millions of dollars	2019			2018			% Change
Income from continuing operations
Global Consumer Banking
North America	$	769		$	838		(8	)%
Latin America	252			179			41
Asia⁽¹⁾	416			373			12
Total	$	1,437		$	1,390		3	%
Institutional Clients Group
North America	$	714		$	858		(17	)%
EMEA	1,125			1,113			1
Latin America	503			494			2
Asia	980			869			13
Total	$	3,322		$	3,334		—	%
Corporate/Other	(22		)	(75		)	71
Income from continuing operations	$	4,737		$	4,649		2	%
Discontinued operations	$	(2	)	$	(7	)	71	%
Less: Net income attributable to noncontrolling interests	25			22			14
Citigroup’s net income	$	4,710		$	4,620		2	%


(1)	Asia GCB includes the results of operations of GCB activities in certain EMEA countries for all periods presented.

CITIGROUP REVENUES



	First Quarter
In millions of dollars	2019		2018		% Change
Global Consumer Banking
North America	$	5,185	$	5,157	1	%
Latin America	1,381		1,340		3
Asia⁽¹⁾	1,885		1,929		(2	)
Total	$	8,451	$	8,426	—	%
Institutional Clients Group
North America	$	3,119	$	3,266	(5	)%
EMEA	3,170		3,167		—
Latin America	1,160		1,216		(5	)
Asia	2,245		2,206		2
Total	$	9,694	$	9,855	(2	)%
Corporate/Other	431		591		(27	)
Total Citigroup net revenues	$	18,576	$	18,872	(2	)%


(1)	Asia GCB includes the results of operations of GCB activities in certain EMEA countries for all periods presented.

SEGMENT BALANCE SHEET⁽¹⁾



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	$	8,747	64,506		$	132,640		$	—		$	205,893
Federal funds sold and securities borrowed and purchased under agreements to resell	—		264,264		231			—			264,495
Trading account assets	843		275,309		10,359			—			286,511
Investments	1,173		117,776		230,332			—			349,281
Loans, net of unearned income and allowance for loan losses	297,630		360,156		12,231			—			670,017
Other assets	37,544		103,212		41,460			—			182,216
Net inter-segment liquid assets⁽⁴⁾	79,746		240,275		(320,021		)	—			—
Total assets	$	425,683	$	1,425,498	$	107,232		$	—		$	1,958,413
Liabilities and equity
Total deposits	$	315,547	$	701,544	$	13,264		$	—		$	1,030,355
Federal funds purchased and securities loaned and sold under agreements to repurchase	3,967		186,335		70			—			190,372
Trading account liabilities	195		135,864		333			—			136,392
Short-term borrowings	485		25,490		13,347			—			39,322
Long-term debt⁽³⁾	1,817		48,509		43,410			149,830			243,566
Other liabilities	19,386		83,420		18,585			—			121,391
Net inter-segment funding (lending)⁽³⁾	84,286		244,336		17,460			(346,082		)	—
Total liabilities	$	425,683	$	1,425,498	$	106,469		$	(196,252	)	$	1,761,398
Total stockholders’ equity⁽⁵⁾	—		—		763			196,252			197,015
Total liabilities and equity	$	425,683	$	1,425,498	$	107,232		$	—		$	1,958,413


(1)	The supplemental information presented in the table above reflects Citigroup’s consolidated GAAP balance sheet by reporting segment as of March 31, 2019. 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 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 liquid 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.

GLOBAL CONSUMER BANKING

Global Consumer Banking (GCB) consists of consumer banking businesses in North America, Latin America (consisting of Citi’s consumer banking business in Mexico) and Asia. GCB provides traditional banking services to retail customers through retail banking, including commercial banking, and Citi-branded cards and Citi retail services (for additional information on these businesses, see “Citigroup Segments” above). GCB is focused on its priority markets in the U.S., Mexico and Asia with 2,404 branches in 19 countries and jurisdictions as of March 31, 2019. At March 31, 2019, GCB had approximately $426 billion in assets and $316 billion in deposits.

GCB’s overall strategy is to leverage Citi’s global footprint and be the pre-eminent bank for the affluent and emerging affluent consumers in large urban centers. In credit cards and in certain retail markets (including commercial banking), Citi serves customers in a somewhat broader set of segments and geographies.



	First Quarter
In millions of dollars, except as otherwise noted	2019			2018			% Change
Net interest revenue	$	7,253		$	6,980		4	%
Non-interest revenue	1,198			1,446			(17	)
Total revenues, net of interest expense	$	8,451		$	8,426		—	%
Total operating expenses	$	4,608		$	4,677		(1	)%
Net credit losses	$	1,891		$	1,736		9	%
Credit reserve build (release)	76			144			(47	)
Provision (release) for unfunded lending commitments	5			(1		)	NM
Provision for benefits and claims	12			26			(54	)
Provisions for credit losses and for benefits and claims (LLR & PBC)	$	1,984		$	1,905		4	%
Income from continuing operations before taxes	$	1,859		$	1,844		1	%
Income taxes	422			454			(7	)
Income from continuing operations	$	1,437		$	1,390		3	%
Noncontrolling interests	—			2			(100	)
Net income	$	1,437		$	1,388		4	%
Balance Sheet data and ratios (in billions of dollars)
Total EOP assets	$	426		$	423		1	%
Average assets	426			423			1
Return on average assets	1.37		%	1.33		%
Efficiency ratio	55			56
Average deposits	$	310		$	309		—
Net credit losses as a percentage of average loans	2.48		%	2.30		%
Revenue by business
Retail banking	$	3,467		$	3,464		—	%
Cards⁽¹⁾	4,984			4,962			—
Total	$	8,451		$	8,426		—	%
Income from continuing operations by business
Retail banking	$	526		$	520		1	%
Cards⁽¹⁾	911			870			5
Total	$	1,437		$	1,390		3	%

Table continues on the next page, including footnotes.



Foreign currency (FX) translation impact
Total revenue—as reported	$	8,451	$	8,426		—	%
Impact of FX translation⁽²⁾	—		(113		)
Total revenues—ex-FX⁽³⁾	$	8,451	$	8,313		2	%
Total operating expenses—as reported	$	4,608	$	4,677		(1	)%
Impact of FX translation⁽²⁾	—		(70		)
Total operating expenses—ex-FX⁽³⁾	$	4,608	$	4,607		—	%
Total provisions for LLR & PBC—as reported	$	1,984	$	1,905		4	%
Impact of FX translation⁽²⁾	—		(19		)
Total provisions for LLR & PBC—ex-FX⁽³⁾	$	1,984	$	1,886		5	%
Net income—as reported	$	1,437	$	1,388		4	%
Impact of FX translation⁽²⁾	—		(13		)
Net income—ex-FX⁽³⁾	$	1,437	$	1,375		5	%


(1)	Includes both Citi-branded cards and Citi retail services.


(2)	Reflects the impact of FX translation into U.S. dollars at the first quarter of 2019 average exchange rates for all periods presented.


(3)	Presentation of this metric excluding FX translation is a non-GAAP financial measure.

NM Not meaningful

NORTH AMERICA GCB

North America GCB provides traditional retail banking, including commercial banking, and its Citi-branded cards and Citi retail services card products to retail customers and small to mid-size businesses, as applicable, in the U.S. North America GCB’s U.S. cards product portfolio includes its proprietary portfolio (including the Citi Double Cash, Thank You and Value cards) and co-branded cards (including, among others, American Airlines and Costco) within Citi-branded cards as well as its co-brand and private label relationships (including, among others, Sears, The Home Depot, Best Buy and Macy’s) within Citi retail services.

As of March 31, 2019, North America GCB’s 689 retail bank branches are concentrated in the six key metropolitan areas of New York, Chicago, Miami, Washington, D.C., Los Angeles and San Francisco. Also as of March 31, 2019, North America GCB had approximately 9.1 million retail banking customer accounts, $57.3 billion in retail banking loans and $185.4 billion in deposits. In addition, North America GCB had approximately 119.4 million Citi-branded and Citi retail services credit card accounts with $135.9 billion in outstanding card loan balances.



	First Quarter
In millions of dollars, except as otherwise noted	2019			2018			% Change
Net interest revenue	$	5,058		$	4,750		6	%
Non-interest revenue	127			407			(69	)
Total revenues, net of interest expense	$	5,185		$	5,157		1	%
Total operating expenses	$	2,669		$	2,645		1	%
Net credit losses	$	1,429		$	1,296		10	%
Credit reserve build (release)	98			123			(20	)
Provision (release) for unfunded lending commitments	5			(4		)	NM
Provision for benefits and claims	6			6			—
Provisions for credit losses and for benefits and claims	$	1,538		$	1,421		8	%
Income from continuing operations before taxes	$	978		$	1,091		(10	)%
Income taxes	209			253			(17	)
Income from continuing operations	$	769		$	838		(8	)%
Noncontrolling interests	—			—			—
Net income	$	769		$	838		(8	)%
Balance Sheet data and ratios (in billions of dollars)
Average assets	$	250		$	248		1	%
Return on average assets	1.25		%	1.37		%
Efficiency ratio	51			51
Average deposits	$	182.3		$	180.9		1
Net credit losses as a percentage of average loans	2.97		%	2.77		%
Revenue by business
Retail banking	$	1,316		$	1,307		1	%
Citi-branded cards	2,195			2,232			(2	)
Citi retail services	1,674			1,618			3
Total	$	5,185		$	5,157		1	%
Income from continuing operations by business
Retail banking	$	83		$	140		(41	)%
Citi-branded cards	382			425			(10	)
Citi retail services	304			273			11
Total	$	769		$	838		(8	)%

NM Not meaningful

1Q19 vs. 1Q18

Net income decreased 8%, due to higher cost of credit and higher expenses, partially offset by a lower effective tax rate and higher revenues.

Revenues increased 1%, as higher revenues in Citi retail services and retail banking were largely offset by lower revenues in Citi-branded cards, including the impact of the $150 million gain on the sale of the Hilton portfolio in the prior-year period. Excluding the gain on sale, revenues increased 4%, reflecting growth in all three businesses.

Retail banking revenues increased 1%. Excluding mortgage revenues (decline of 12%), revenues were up 2%, driven by continued growth in deposit spreads as well as modest deposit growth. Average deposits increased 1% and assets under management increased 9%. The decline in mortgage revenues was driven by lower origination activity and higher cost of funds, reflecting the higher interest rate environment.

Cards revenues were largely unchanged. Excluding the gain on sale, revenues were up 5%. In Citi-branded cards, revenues decreased 2%, including the impact of the gain on sale in the prior-year period. Excluding the gain on sale, Citi-branded cards revenues increased 5%, primarily driven by continued growth in interest-earning balances. Average loans increased 1%, compared to the first quarter of 2018, which represented the peak level of promotional balances in 2018, as Citi has now optimized its mix of interest-earning to non-interest earning balances. Purchase sales increased 6%, or 7% excluding Hilton.

Citi retail services revenues increased 3%, primarily reflecting organic loan growth and the benefit of the L.L.Bean portfolio acquisition. Average loans and purchase sales both increased 7%.

Expenses increased 1%, as volume growth and investments were largely offset by efficiency savings.

Provisions increased 8% from the prior-year period, primarily driven by higher net credit losses, partially offset by a lower net loan loss reserve build. Net credit losses increased 10%, primarily driven by higher net credit losses in Citi-branded cards (up 8% to $706 million) and Citi retail services (up 10% to $663 million). The increase in net credit losses primarily reflected volume growth and seasoning in both cards portfolios.

The net loan loss reserve build in the current quarter was $103 million (compared to a build of $119 million in the prior-year period), reflecting volume growth and seasoning in both cards portfolios.

For additional information on North America GCB’s retail banking, including commercial banking, and its Citi-branded cards and Citi retail services portfolios, see “Credit Risk—Consumer Credit” below.

For additional information on Citi retail services’ co-brand and private label credit card products with Sears, see “Forward-Looking Statements” below and “North America GCB” and “Risk Factors—Strategic Risks” in Citi’s 2018 Annual Report on Form 10-K.

LATIN AMERICA GCB

Latin America GCB provides traditional retail banking, including commercial banking, and its Citi-branded card products to retail customers and small to mid-size businesses in Mexico through Citibanamex, one of Mexico’s largest banks.

At March 31, 2019, Latin America GCB had 1,464 retail branches in Mexico, with approximately 30.0 million retail banking customer accounts, $19.7 billion in retail banking loans and $28.4 billion in deposits. In addition, the business had approximately 5.5 million Citi-branded card accounts with $5.6 billion in outstanding card loan balances.



	First Quarter
In millions of dollars, except as otherwise noted	2019			2018			% Change
Net interest revenue	$	975		$	997		(2	)%
Non-interest revenue	406			343			18
Total revenues, net of interest expense	$	1,381		$	1,340		3	%
Total operating expenses	$	735		$	755		(3	)%
Net credit losses	$	298		$	278		7	%
Credit reserve build	(7		)	42			NM
Provision (release) for unfunded lending commitments	—			1			(100	)
Provision for benefits and claims	6			20			(70	)
Provisions for credit losses and for benefits and claims (LLR & PBC)	$	297		$	341		(13	)%
Income from continuing operations before taxes	$	349		$	244		43	%
Income taxes	97			65			49
Income from continuing operations	$	252		$	179		41	%
Noncontrolling interests	—			—			—
Net income	$	252		$	179		41	%
Balance Sheet data and ratios (in billions of dollars)
Average assets	$	44		$	44		—	%
Return on average assets	2.32		%	1.65		%
Efficiency ratio	53			56
Average deposits	$	28.6		$	28.9		(1	)
Net credit losses as a percentage of average loans	4.72		%	4.29		%
Revenue by business
Retail banking	$	1,008		$	959		5	%
Citi-branded cards	373			381			(2	)
Total	$	1,381		$	1,340		3	%
Income from continuing operations by business
Retail banking	$	197		$	134		47	%
Citi-branded cards	55			45			22	%
Total	$	252		$	179		41	%



FX translation impact
Total revenues—as reported	$	1,381	$	1,340		3	%
Impact of FX translation⁽¹⁾	—		(43		)
Total revenues—ex-FX⁽²⁾	$	1,381	$	1,297		6	%
Total operating expenses—as reported	$	735	$	755		(3	)%
Impact of FX translation⁽¹⁾	—		(21		)
Total operating expenses—ex-FX⁽²⁾	$	735	$	734		—	%
Provisions for LLR & PBC—as reported	$	297	$	341		(13	)%
Impact of FX translation⁽¹⁾	—		(11		)
Provisions for LLR & PBC—ex-FX⁽²⁾	$	297	$	330		(10	)%
Net income—as reported	$	252	$	179		41	%
Impact of FX translation⁽¹⁾	—		(7		)
Net income—ex-FX⁽²⁾	$	252	$	172		47	%


(1)	Reflects the impact of FX translation into U.S. dollars at the first quarter of 2019 average exchange rates for all periods presented.


(2)	Presentation of this metric excluding FX translation is a non-GAAP financial measure.

NM Not meaningful

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

1Q19 vs. 1Q18

Net income increased 47%, reflecting higher revenues and lower cost of credit, partially offset by a higher effective tax rate, while expenses were largely unchanged.

Revenues increased 6%, including the impact of the sale of an asset management business in Mexico in 2018. The impact was a net benefit in the current quarter, as Citi recorded a small residual gain on the sale, partially offset by the absence of related revenues. Excluding this impact, Latin America GCB revenues increased 5%, largely driven by higher retail banking revenues.

Retail banking revenues increased 9% (7% excluding the impact), driven by continued deposit growth, as well as improved deposit spreads due to higher interest rates. Average deposits and assets under management both grew 1%. Average loans declined 2%, due in part to a slowdown in commercial banking activity where client sentiment has become more cautious. Cards revenues increased 1%, due to continued volume growth, reflecting higher purchase sales (up 8%) and full-rate revolving loans, partially offset by lower fees revenue. Average cards loans grew 5%. Although consumer confidence remained strong in Mexico in the current quarter, Latin America GCB has begun to see a slowdown in overall economic growth and industry lending volumes in Mexico.

Expenses were largely unchanged, as ongoing investment spending and volume-driven growth were offset by efficiency savings.

Provisions decreased 10%, as higher net credit losses were more than offset by a net loan loss release compared to a net loan loss reserve build in the prior-year period. The increase in net credit losses was primarily driven by volume growth and seasoning in the cards portfolio.

For additional information on Latin America GCB’s retail banking, including commercial banking, and its Citi-branded cards portfolios, see “Credit Risk—Consumer Credit” below.

ASIA GCB

Asia GCB provides traditional retail banking, including commercial banking, and its Citi-branded card products to retail customers and small to mid-size businesses, as applicable. During the first quarter of 2019, Asia GCB’s most significant revenues in Asia were from Hong Kong, Singapore, Korea, India, Australia, Taiwan, Thailand, Philippines, Indonesia and Malaysia. Included within Asia GCB, traditional retail banking and Citi-branded card products are also provided to retail customers in certain EMEA countries, primarily Poland, Russia and the United Arab Emirates.

At March 31, 2019, on a combined basis, the businesses had 251 retail branches, approximately 15.9 million retail banking customer accounts, $70.0 billion in retail banking loans and $101.7 billion in deposits. In addition, the businesses had approximately 15.2 million Citi-branded card accounts with $18.8 billion in outstanding card loan balances.



	First Quarter
In millions of dollars, except as otherwise noted ⁽¹⁾	2019			2018			% Change
Net interest revenue	$	1,220		$	1,233		(1	)%
Non-interest revenue	665			696			(4	)
Total revenues, net of interest expense	$	1,885		$	1,929		(2	)%
Total operating expenses	$	1,204		$	1,277		(6	)%
Net credit losses	$	164		$	162		1	%
Credit reserve build (release)	(15		)	(21		)	29
Provision (release) for unfunded lending commitments	—			2			(100	)
Provisions for credit losses	$	149		$	143		4	%
Income from continuing operations before taxes	$	532		$	509		5	%
Income taxes	116			136			(15	)
Income from continuing operations	$	416		$	373		12	%
Noncontrolling interests	—			2			(100	)
Net income	$	416		$	371		12	%
Balance Sheet data and ratios (in billions of dollars)
Average assets	$	132		$	131		1	%
Return on average assets	1.28		%	1.15		%
Efficiency ratio	64			66
Average deposits	$	99.3		$	99.1		—
Net credit losses as a percentage of average loans	0.75		%	0.73		%
Revenue by business
Retail banking	$	1,143		$	1,198		(5	)%
Citi-branded cards	742			731			2
Total	$	1,885		$	1,929		(2	)%
Income from continuing operations by business
Retail banking	$	246		$	246		—	%
Citi-branded cards	170			127			34
Total	$	416		$	373		12	%



FX translation impact
Total revenues—as reported	$	1,885	$	1,929		(2	)%
Impact of FX translation⁽²⁾	—		(70		)
Total revenues—ex-FX⁽³⁾	$	1,885	$	1,859		1	%
Total operating expenses—as reported	$	1,204	$	1,277		(6	)%
Impact of FX translation⁽²⁾	—		(49		)
Total operating expenses—ex-FX⁽³⁾	$	1,204	$	1,228		(2	)%
Provisions for loan losses—as reported	$	149	$	143		4	%
Impact of FX translation⁽²⁾	—		(8		)
Provisions for loan losses—ex-FX⁽³⁾	$	149	$	135		10	%
Net income—as reported	$	416	$	371		12	%
Impact of FX translation⁽²⁾	—		(6		)
Net income—ex-FX⁽³⁾	$	416	$	365		14	%


(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 first quarter of 2019 average exchange rates for all periods presented.


(3)	Presentation of this metric excluding FX translation is a non-GAAP financial measure.

NM Not meaningful

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

1Q19 vs. 1Q18

Net income increased 14%, reflecting higher revenues, lower expenses and a lower effective tax rate, partially offset by higher cost of credit.

Revenues increased 1%, driven by higher cards revenues, partially offset by lower retail banking revenues.

Retail banking revenues decreased 1% compared to the prior-year period, which included a modest one-time gain. Excluding the gain, retail banking revenues increased 1%, as continued growth in deposit and insurance revenues was more than offset by lower investment revenues due to weaker market sentiment. Investment sales decreased 24%, while assets under management grew 10%, average deposits increased 4% and average loans increased 3%. Retail lending revenues declined 1%, as continued growth in personal loans was more than offset by lower mortgage revenues due to spread compression.

Cards revenues increased 6%, driven by continued growth in average loans (up 3%) and purchase sales (up 5%), as well as a modest one-time gain. Excluding the gain, cards revenues grew 1%.

Expenses decreased 2%, as efficiency savings more than offset volume-driven growth and ongoing investment spending.

Provisions increased 10%, primarily driven by higher net credit losses. Net credit losses increased 7%, primarily reflecting volume growth and seasoning. Overall credit quality continued to remain stable in the region.

For additional information on Asia GCB’s retail banking, including commercial banking, and its Citi-branded cards portfolios, see “Credit Risk—Consumer Credit” below.

INSTITUTIONAL CLIENTS GROUP

Institutional Clients Group (ICG) includes Banking and Markets and securities services (for additional information on these businesses, see “Citigroup Segments” above). ICG provides corporate, institutional, public sector and high-net-worth clients around the world with a full range of wholesale banking products and services, including fixed income and equity sales and trading, foreign exchange, prime brokerage, derivative services, equity and fixed income research, corporate lending, investment banking and advisory services, private banking, cash management, trade finance and securities services. ICG transacts with clients in both cash instruments and derivatives, including fixed income, foreign currency, equity and commodity products. For more information on ICG’s business activities, see “Institutional Clients Group” in Citi’s 2018 Annual Report on Form 10-K.

ICG’s international presence is supported by trading floors in approximately 80 countries and a proprietary network in 98 countries and jurisdictions. At March 31, 2019, ICG had approximately $1.4 trillion of assets and $702 billion of deposits, while two of its businesses—securities services and issuer services—managed approximately $18.3 trillion of assets under custody compared to $17.7 trillion at the end of the prior-year period.



	First Quarter
In millions of dollars, except as otherwise noted	2019			2018			% Change
Commissions and fees	$	1,121		$	1,213		(8	)%
Administration and other fiduciary fees	670			694			(3	)
Investment banking	1,112			985			13
Principal transactions	2,631			2,844			(7	)
Other	285			465			(39	)
Total non-interest revenue	$	5,819		$	6,201		(6	)%
Net interest revenue (including dividends)	3,875			3,654			6
Total revenues, net of interest expense	$	9,694		$	9,855		(2	)%
Total operating expenses	$	5,427		$	5,506		(1	)%
Net credit losses	$	55		$	105		(48	)%
Credit reserve build (release)	(54		)	(175		)	69
Provision (release) for unfunded lending commitments	20			29			(31	)
Provisions for credit losses	$	21		$	(41	)	NM
Income from continuing operations before taxes	$	4,246		$	4,390		(3	)%
Income taxes	924			1,056			(13	)
Income from continuing operations	$	3,322		$	3,334		—	%
Noncontrolling interests	11			15			(27	)
Net income	$	3,311		$	3,319		—	%
EOP assets (in billions of dollars)	$	1,425		$	1,407		1	%
Average assets (in billions of dollars)	1,414			1,388			2
Return on average assets	0.95		%	0.97		%
Efficiency ratio	56			56
Revenues by region
North America	$	3,119		$	3,266		(5	)%
EMEA	3,170			3,167			—
Latin America	1,160			1,216			(5	)
Asia	2,245			2,206			2
Total	$	9,694		$	9,855		(2	)%
Income from continuing operations by region
North America	$	714		$	858		(17	)%
EMEA	1,125			1,113			1
Latin America	503			494			2
Asia	980			869			13
Total	$	3,322		$	3,334		—	%



Average loans by region (in billions of dollars)
North America	$	176	$	160	10	%
EMEA	84		78		8
Latin America	34		34		—
Asia	63		67		(6	)
Total	$	357	$	339	5	%
EOP deposits by business (in billions of dollars)
Treasury and trade solutions	$	475	$	449	6	%
All other ICG businesses	227		217		5
Total	$	702	$	666	5	%

NM Not meaningful

ICG Revenue Details



	First Quarter
In millions of dollars	2019			2018			% Change
Investment banking revenue details
Advisory	$	378		$	215		76	%
Equity underwriting	172			216			(20	)
Debt underwriting	804			699			15
Total investment banking	$	1,354		$	1,130		20	%
Treasury and trade solutions	2,395			2,268			6
Corporate lending—excluding gains (losses) on loan hedges⁽¹⁾	569			521			9
Private bank	880			904			(3	)
Total banking revenues (ex-gains (losses) on loan hedges)	$	5,198		$	4,823		8	%
Corporate lending—gains (losses) on loan hedges⁽¹⁾	$	(231	)	$	23		NM
Total banking revenues (including gains (losses) on loan hedges), net of interest expense	$	4,967		$	4,846		2	%
Fixed income markets	$	3,452		$	3,425		1	%
Equity markets	842			1,103			(24	)
Securities services	638			641			—
Other	(205		)	(160		)	(28	)
Total markets and securities services revenues, net of interest expense	$	4,727		$	5,009		(6	)%
Total revenues, net of interest expense	$	9,694		$	9,855		(2	)%
Commissions and fees	$	174		$	175		(1	)%
Principal transactions⁽²⁾	2,377			2,192			8
Other	150			275			(45	)
Total non-interest revenue	$	2,701		$	2,642		2	%
Net interest revenue	751			783			(4	)
Total fixed income markets	$	3,452		$	3,425		1	%
Rates and currencies	$	2,402		$	2,477		(3	)%
Spread products/other fixed income	1,050			948			11
Total fixed income markets	$	3,452		$	3,425		1	%
Commissions and fees	$	293		$	361		(19	)%
Principal transactions⁽²⁾	396			537			(26	)
Other	7			80			(91	)
Total non-interest revenue	$	696		$	978		(29	)%
Net interest revenue	146			125			17
Total equity markets	$	842		$	1,103		(24	)%

(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 include 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)	Excludes principal transactions revenues of ICG businesses other than Markets, primarily treasury and trade solutions and the private bank.

NM Not meaningful

The discussion of the results of operations for ICG below excludes (where noted) the impact of gains (losses) on hedges of accrual loans, which are non-GAAP financial measures. For a reconciliation of these metrics to the reported results, see the table above.

1Q19 vs. 1Q18

Net income was largely unchanged, as lower revenues and a higher cost of credit were offset by lower expenses and a lower effective tax rate.

•

Revenues decreased 2%, as a 2% increase in Banking (including gains (losses) on loan hedges) was more than offset by a 6% decrease in Markets and securities services, largely driven by lower revenues in equity markets. Excluding the impact of the gains (losses) on loan hedges, Banking revenues increased 8%, primarily driven by growth in investment banking, treasury and trade solutions and corporate lending, partially offset by a decline in private bank.

Within Banking:

•

Investment banking revenues increased 20%, as strong growth in advisory and investment-grade debt underwriting more than offset a decline in equity underwriting. Advisory revenues increased 76%, reflecting gains in wallet share and strong performance in North America and EMEA. Debt underwriting revenues increased 15%, reflecting wallet share gains, with strength in North America. Equity underwriting revenues decreased 20%, driven by declines in both market wallet and wallet share.

•

Treasury and trade solutions revenues increased 6%. Excluding the impact of FX translation, revenues increased 10%, reflecting strength in all regions. Revenue growth in the cash business was primarily driven by continued growth in deposit balances and improved deposit spreads. Trade revenue growth was driven primarily by improved loan spreads, partially offset by lower episodic fees. Average deposit balances increased 7% (10% excluding the impact of FX translation), with strong growth across regions. Average trade loans decreased 4% (a decrease of 1% excluding the impact of FX translation), as growth in EMEA and Latin America was more than offset by North America and Asia, as the businesses maintained strong origination volumes, while reducing lower spread assets and increasing asset sales to optimize returns.


•	Corporate lending revenues decreased from $544 million to $338 million. Excluding the impact of gains (losses) on loan hedges, revenues increased 9%, driven by higher loan volumes and spread expansion. Average loans increased 1% (4% excluding the impact of FX translation).


•	Private bank revenues decreased 3% from a strong prior-year period, primarily due to higher mortgage funding costs and lower managed investments revenue, partially offset by higher volumes.

Within Markets and securities services:


•	Fixed income markets revenues increased 1%, primarily due to higher revenues in EMEA and Asia. The increase in

revenues was largely driven by higher non-interest revenue, partially offset by lower net interest revenue due to higher funding costs, given the higher interest rate environment. The increase in non-interest revenues was primarily driven by higher principal transactions revenues, reflecting higher investor client activity in a more favorable market environment than the prior-year period, particularly in rates and spread products.

Rates and currencies revenues decreased 3%, as strength in G10 rates was more than offset by lower FX revenues, primarily in EMEA and Latin America. The lower FX revenues were driven by declining currency volatility, while corporate client activity remained stable. The increase in rates was driven by strong client activity as well as a comparison to a less favorable environment in the prior-year period.

Spread products and other fixed income revenues increased 11%, primarily driven by higher revenues in flow trading, notably corporate bonds and agency mortgage-backed securities (MBS) in North America and EMEA due to increased investor client activity. This increase in revenues was partially offset by weakness in structured products in North America, reflecting a more challenging market environment.

•

Equity markets revenues decreased 24%, compared to a strong prior-year period that benefited from a more favorable market environment with higher volatility. Equity derivatives revenues declined, primarily in North America and Asia, reflecting the less favorable market environment. The decrease in equity markets revenues was also driven by lower market volumes globally, and lower client financing balances. Non-interest revenues decreased, primarily driven by lower principal transactions revenues, reflecting a less favorable market environment, as well as lower commissions and fees revenues.


•	Securities services revenues were largely unchanged. Excluding the impact of FX translation, revenues increased 5%, driven by higher client volumes and an increase in interest revenues from higher interest rates.

Expenses decreased 1%, as efficiency savings and a benefit from FX translation were partially offset by investments and higher volume-related expenses.

Provisions increased $62 million, primarily due to a smaller benefit from net loan loss reserve releases in the current quarter of $34 million, compared to a benefit of $146 million in the prior-year period, partially offset by lower net credit losses. Provisions of $21 million in the current quarter were driven by volume-related reserve builds, partially offset by loan-specific reserve releases, including the paydown of certain non-accrual loans.

CORPORATE/OTHER

Corporate/Other includes certain unallocated costs of global staff functions (including finance, risk, human resources, legal and compliance), other corporate expenses and unallocated global operations and technology expenses and income taxes, as well as Corporate Treasury, certain North America legacy consumer loan portfolios, other legacy assets and discontinued operations (for additional information on Corporate/Other, see “Citigroup Segments” above). At March 31, 2019, Corporate/Other had $107 billion in assets, up $15 billion year-over-year.



	First Quarter
In millions of dollars	2019			2018			% Change
Net interest revenue	$	631		$	538		17	%
Non-interest revenue	(200		)	53			NM
Total revenues, net of interest expense	$	431		$	591		(27	)%
Total operating expenses	$	549		$	742		(26	)%
Net credit losses	$	2		$	26		(92	)%
Credit reserve build (release)	(26		)	(33		)	21
Provision (release) for unfunded lending commitments	(1		)	—			—
Provision for benefits and claims	—			—			NM
Provisions for credit losses and for benefits and claims	$	(25	)	$	(7	)	NM
Income (loss) from continuing operations before taxes	$	(93	)	$	(144	)	35	%
Income taxes (benefits)	(71		)	(69		)	(3	)
Income (loss) from continuing operations	$	(22	)	$	(75	)	71	%
Income (loss) from discontinued operations, net of taxes	(2		)	(7		)	71
Net income (loss) before attribution of noncontrolling interests	$	(24	)	$	(82	)	71	%
Noncontrolling interests	14			5			NM
Net income (loss)	$	(38	)	$	(87	)	56	%

NM Not meaningful

1Q19 vs. 1Q18

The net loss was $38 million, compared to a net loss of $87 million in the prior-year period. The lower net loss was largely driven by lower expenses and lower cost of credit, partially offset by lower revenues.

Revenues decreased 27%, primarily driven by the continued wind-down of legacy assets.

Expenses decreased 26%, primarily driven by the wind-down of legacy assets.

Provisions decreased $18 million to a net benefit of $25 million, as lower net credit losses were partially offset by a lower net loan loss reserve release. The decline in net credit losses reflected the impact of ongoing divestiture activity,

including the impact of the continued wind-down in the legacy North America mortgage portfolio.

OFF-BALANCE SHEET ARRANGEMENTS

The table below shows where a discussion of Citi’s various off-balance sheet arrangements in this Form 10-Q may be found. For additional information, see “Off-Balance Sheet Arrangements” and Notes 1, 21 and 26 to the Consolidated Financial Statements in Citigroup’s 2018 Annual Report on Form 10-K.

Types of Off-Balance Sheet Arrangements Disclosures in this Form 10-Q



Variable interests and other obligations, including contingent obligations, arising from variable interests in nonconsolidated VIEs	See Note 18 to the Consolidated Financial Statements.
Letters of credit, and lending and other commitments	See Note 22 to the Consolidated Financial Statements.
Guarantees	See Note 22 to the Consolidated Financial Statements.

CAPITAL RESOURCES

For additional information about capital resources, including Citi’s capital management, the stress testing component of capital planning, current regulatory capital standards, and regulatory capital standards developments, see “Capital Resources” and “Risk Factors” in Citi’s 2018 Annual Report on Form 10-K.

During the first quarter of 2019, Citi returned a total of $5.1 billion of capital to common shareholders in the form of share repurchases (approximately 66 million common shares) and dividends.

The following tables set forth Citi’s capital components and ratios:



	March 31, 2019								December 31, 2018
In millions of dollars, except ratios	Effective Minimum Requirement⁽¹⁾		Advanced Approaches			Standardized Approach			Effective Minimum Requirement⁽¹⁾		Advanced Approaches			Standardized Approach
Common Equity Tier 1 Capital			$	140,355		$	140,355				$	139,252		$	139,252
Tier 1 Capital			158,712			158,712					158,122			158,122
Total Capital (Tier 1 Capital + Tier 2 Capital)			184,418			196,452					183,144			195,440
Total Risk-Weighted Assets			1,121,645			1,178,628					1,131,933			1,174,448
Credit Risk			$	752,804		$	1,118,057				$	758,887		$	1,109,007
Market Risk			59,200			60,571					63,987			65,441
Operational Risk			309,641			—					309,059			—
Common Equity Tier 1 Capital ratio⁽²⁾	10.0	%	12.51		%	11.91		%	8.625	%	12.30		%	11.86		%
Tier 1 Capital ratio⁽²⁾	11.5		14.15			13.47			10.125		13.97			13.46
Total Capital ratio⁽²⁾	13.5		16.44			16.67			12.125		16.18			16.64



In millions of dollars, except ratios	Effective Minimum Requirement		March 31, 2019				December 31, 2018
Quarterly Adjusted Average Total Assets⁽³⁾				$	1,899,790			$	1,896,959
Total Leverage Exposure⁽⁴⁾				2,463,958				2,465,641
Tier 1 Leverage ratio	4.0	%		8.35		%		8.34		%
Supplementary Leverage ratio	5.0			6.44				6.41


(1)	Citi’s effective minimum risk-based capital requirements during 2019 and 2018 are inclusive of the 100% and 75% phase-in, respectively, of both the 2.5% Capital Conservation Buffer and the 3.0% GSIB surcharge (all of which must be composed of Common Equity Tier 1 Capital).


(2)	As of March 31, 2019 and December 31, 2018, 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.


(3)	Tier 1 Leverage ratio denominator.


(4)	Supplementary Leverage ratio denominator.

As indicated in the table above, Citigroup’s risk-based capital ratios at March 31, 2019 were in excess of the stated and effective minimum requirements under the U.S. Basel III rules. In addition, Citi was also “well capitalized” under current federal bank regulatory agency definitions as of March 31, 2019.

Common Equity Tier 1 Capital Ratio

Citi’s Common Equity Tier 1 Capital ratio was 11.9% at March 31, 2019, unchanged quarter-over-quarter, as net income of $4.7 billion and beneficial net movements in Accumulated other comprehensive income (AOCI) were offset by the return of $5.1 billion of capital to common shareholders.

Components of Citigroup Capital



In millions of dollars	March 31, 2019			December 31, 2018
Common Equity Tier 1 Capital
Citigroup common stockholders’ equity⁽¹⁾	$	178,427		$	177,928
Add: Qualifying noncontrolling interests	144			147
Regulatory Capital Adjustments and Deductions:
Less: Accumulated net unrealized losses on cash flow hedges, net of tax	(442		)	(728		)
Less: Cumulative unrealized net gain (loss) related to changes in fair value of financial liabilities attributable to own creditworthiness, net of tax	(67		)	580
Less: Intangible assets:
Goodwill, net of related DTLs⁽²⁾	21,768			21,778
Identifiable intangible assets other than MSRs, net of related DTLs	4,390			4,402
Less: Defined benefit pension plan net assets	811			806
Less: DTAs arising from net operating loss, foreign tax credit and general business credit carry-forwards⁽³⁾	11,756			11,985
Total Common Equity Tier 1 Capital (Standardized Approach and Advanced Approaches)	$	140,355		$	139,252
Additional Tier 1 Capital
Qualifying noncumulative perpetual preferred stock⁽¹⁾	$	17,825		$	18,292
Qualifying trust preferred securities⁽⁴⁾	1,386			1,384
Qualifying noncontrolling interests	45			55
Regulatory Capital Deductions:
Less: Permitted ownership interests in covered funds⁽⁵⁾	848			806
Less: Minimum regulatory capital requirements of insurance underwriting subsidiaries⁽⁶⁾	51			55
Total Additional Tier 1 Capital (Standardized Approach and Advanced Approaches)	$	18,357		$	18,870
Total Tier 1 Capital (Common Equity Tier 1 Capital + Additional Tier 1 Capital) (Standardized Approach and Advanced Approaches)	$	158,712		$	158,122
Tier 2 Capital
Qualifying subordinated debt	$	23,704		$	23,324
Qualifying trust preferred securities⁽⁷⁾	324			321
Qualifying noncontrolling interests	44			47
Eligible allowance for credit losses⁽⁸⁾	13,719			13,681
Regulatory Capital Deduction:
Less: Minimum regulatory capital requirements of insurance underwriting subsidiaries⁽⁶⁾	51			55
Total Tier 2 Capital (Standardized Approach)	$	37,740		$	37,318
Total Capital (Tier 1 Capital + Tier 2 Capital) (Standardized Approach)	$	196,452		$	195,440
Adjustment for excess of eligible credit reserves over expected credit losses⁽⁸⁾	$	(12,034	)	$	(12,296	)
Total Tier 2 Capital (Advanced Approaches)	$	25,706		$	25,022
Total Capital (Tier 1 Capital + Tier 2 Capital) (Advanced Approaches)	$	184,418		$	183,144


(1)	Issuance costs of $155 million as of March 31, 2019 and $168 million as of December 31, 2018 are related to outstanding noncumulative perpetual preferred stock, which 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)	Includes goodwill “embedded” in the valuation of significant common stock investments in unconsolidated financial institutions.

(3)

Of Citi’s $22.8 billion of net DTAs at March 31, 2019, $12.0 billion was includable in Common Equity Tier 1 Capital pursuant to the U.S. Basel III rules, while $10.8 billion was excluded. Excluded from Citi’s Common Equity Tier 1 Capital as of March 31, 2019 was $11.8 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. Citi’s DTAs arising from temporary differences are 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%.


(4)	Represents Citigroup Capital XIII trust preferred securities, which are permanently grandfathered as Tier 1 Capital under the U.S. Basel III rules.

Footnotes continue on the following page.


(5)	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.


(6)	50% of the minimum regulatory capital requirements of insurance underwriting subsidiaries must be deducted from each of Tier 1 Capital and Tier 2 Capital.


(7)	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.

(8)

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 that 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 $1.7 billion and $1.4 billion at March 31, 2019 and December 31, 2018, respectively.

Citigroup Capital Rollforward



In millions of dollars	Three Months Ended March 31, 2019
Common Equity Tier 1 Capital, beginning of period	$	139,252
Net income	4,710
Common and preferred dividends declared	(1,337		)
Net increase in treasury stock	(3,491		)
Net decrease in common stock and additional paid-in capital	(384		)
Net increase in foreign currency translation gains net of hedges, net of tax	58
Net decrease in unrealized losses on debt securities AFS, net of tax	1,135
Net increase in defined benefit plans liability adjustment, net of tax	(64		)
Net change in adjustment related to change in fair value of financial liabilities attributable to own creditworthiness, net of tax	76
Net increase in ASC 815—excluded component of fair value hedges	18
Net decrease in goodwill, net of related DTLs	10
Net decrease in identifiable intangible assets other than MSRs, net of related DTLs	12
Net increase in defined benefit pension plan net assets	(5		)
Net decrease in DTAs arising from net operating loss, foreign tax credit and general business credit carry-forwards	229
Other	136
Net increase in Common Equity Tier 1 Capital	$	1,103
Common Equity Tier 1 Capital, end of period (Standardized Approach and Advanced Approaches)	$	140,355
Additional Tier 1 Capital, beginning of period	$	18,870
Net decrease in qualifying perpetual preferred stock	(467		)
Net increase in qualifying trust preferred securities	2
Net increase in permitted ownership interest in covered funds	(42		)
Other	(6		)
Net decrease in Additional Tier 1 Capital	$	(513	)
Tier 1 Capital, end of period (Standardized Approach and Advanced Approaches)	$	158,712
Tier 2 Capital, beginning of period (Standardized Approach)	$	37,318
Net increase in qualifying subordinated debt	380
Net increase in eligible allowance for credit losses	38
Other	4
Net increase in Tier 2 Capital (Standardized Approach)	$	422
Tier 2 Capital, end of period (Standardized Approach)	$	37,740
Total Capital, end of period (Standardized Approach)	$	196,452
Tier 2 Capital, beginning of period (Advanced Approaches)	$	25,022
Net increase in qualifying subordinated debt	380
Net increase in excess of eligible credit reserves over expected credit losses	300
Other	4
Net increase in Tier 2 Capital (Advanced Approaches)	$	684
Tier 2 Capital, end of period (Advanced Approaches)	$	25,706
Total Capital, end of period (Advanced Approaches)	$	184,418

Citigroup Risk-Weighted Assets Rollforward (Basel III Standardized Approach)



In millions of dollars	Three Months Ended March 31, 2019
Total Risk-Weighted Assets, beginning of period	$	1,174,448
Changes in Credit Risk-Weighted Assets
General credit risk exposures⁽¹⁾	(7,072		)
Repo-style transactions⁽²⁾	7,730
Securitization exposures⁽³⁾	7,331
Equity exposures	1,839
Over-the-counter (OTC) derivatives	66
Other exposures⁽⁴⁾	5,909
Off-balance sheet exposures⁽⁵⁾	(6,753		)
Net increase in Credit Risk-Weighted Assets	$	9,050
Changes in Market Risk-Weighted Assets
Risk levels⁽⁶⁾	$	(4,513	)
Model and methodology updates	(357		)
Net decrease in Market Risk-Weighted Assets	$	(4,870	)
Total Risk-Weighted Assets, end of period	$	1,178,628


(1)	General credit risk exposures include cash and balances due from depository institutions, securities, and loans and leases. General credit risk exposures decreased during the three months ended March 31, 2019 primarily due to seasonal holiday spending repayments.


(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 months ended March 31, 2019 primarily due to increased exposures from new deals.


(4)	Other exposures include cleared transactions, unsettled transactions and other assets. Other exposures increased during the three months ended March 31, 2019 primarily due to the recognition of right-of-use (ROU) assets in accordance with the adoption of ASU No. 2016-02, Leases (Topic 842), effective January 1, 2019.


(5)	Off-balance sheet exposures decreased during the three months ended March 31, 2019 primarily due to a decrease in loan commitments.


(6)	Risk levels decreased during the three months ended March 31, 2019 primarily due to decreases in exposure levels subject to Stressed Value at Risk and Value at Risk.

Citigroup Risk-Weighted Assets Rollforward (Basel III Advanced Approaches)



In millions of dollars	Three Months Ended March 31, 2019
Total Risk-Weighted Assets, beginning of period	$	1,131,933
Changes in Credit Risk-Weighted Assets
Retail exposures	(1,512		)
Wholesale exposures⁽¹⁾	(12,307		)
Repo-style transactions	(970		)
Securitization exposures⁽²⁾	3,861
Equity exposures	1,694
Over-the-counter (OTC) derivatives	908
Derivatives CVA	(14		)
Other exposures⁽³⁾	2,601
Supervisory 6% multiplier	(344		)
Net decrease in Credit Risk-Weighted Assets	$	(6,083	)
Changes in Market Risk-Weighted Assets
Risk levels⁽⁴⁾	$	(4,430	)
Model and methodology updates	(357		)
Net decrease in Market Risk-Weighted Assets	$	(4,787	)
Net increase in Operational Risk-Weighted Assets	$	582
Total Risk-Weighted Assets, end of period	$	1,121,645


(1)	Wholesale exposures decreased during the three months ended March 31, 2019 primarily due to annual model parameter updates reflecting Citi’s loss experience.


(2)	Securitization exposures increased during the three months ended March 31, 2019 mainly due to increased exposures from new deals.


(3)	Other exposures include cleared transactions, unsettled transactions, assets other than those reportable in specific exposure categories and non-material portfolios. Other exposures increased during the three months ended March 31, 2019 primarily due to the recognition of right-of-use (ROU) assets in accordance with the adoption of ASU No. 2016-02, Leases (Topic 842), effective January 1, 2019.


(4)	Risk levels decreased during the three months ended March 31, 2019 primarily due to decreases in exposure levels subject to Stressed Value at Risk and Value at Risk.

As set forth in the table above, total risk-weighted assets under the Basel III Standardized Approach increased from year-end 2018 primarily due to higher credit risk-weighted assets, partially offset by a decrease in market risk-weighted assets. The increase in credit risk-weighted assets was primarily due to increases in securitization exposures and repo-style transactions, as well as the recognition of right-of-use (ROU) assets in accordance with the adoption of ASU No. 2016-02, Leases (Topic 842), effective January 1, 2019. At adoption, Citi recognized an ROU asset of approximately $4.4 billion on the Consolidated Balance Sheet related to its future lease commitments as lessee under operating leases. For additional information, see Note 1 to the Consolidated Financial Statements. The increase in credit risk-weighted assets was partially offset by reductions in qualifying revolving (cards) exposures attributable to seasonal holiday spending repayments as well as a decrease in loan commitments.

As set forth in the table above, total risk-weighted assets under the Basel III Advanced Approaches decreased from year-end 2018, driven by lower credit and market risk-weighted assets, slightly offset by an increase in operational risk-weighted assets. The decrease in credit risk-weighted assets was primarily due to annual wholesale parameter updates, partially offset by the recognition of ROU assets in accordance with the adoption of ASU 2016-02.

Market risk-weighted assets decreased under both the Basel III Standardized Approach and Basel III Advanced Approaches primarily due to decreases in exposure levels subject to Stressed Value at Risk and Value at Risk.

Supplementary Leverage Ratio

As set forth in the table below, Citigroup’s Supplementary Leverage ratio was 6.4% for the first quarter of 2019, unchanged from the fourth quarter of 2018, as net income of $4.7 billion, beneficial net movements in AOCI and a slight decrease in Total Leverage Exposure were offset by the return of $5.1 billion of capital to common shareholders.

The following table sets forth Citi’s Supplementary Leverage ratio and related components:



In millions of dollars, except ratios	March 31, 2019			December 31, 2018
Tier 1 Capital	$	158,712		$	158,122
Total Leverage Exposure
On-balance sheet assets⁽¹⁾	$	1,939,414		$	1,936,791
Certain off-balance sheet exposures:⁽²⁾
Potential future exposure on derivative contracts	184,115			187,130
Effective notional of sold credit derivatives, net⁽³⁾	44,506			49,402
Counterparty credit risk for repo-style transactions⁽⁴⁾	20,696			23,715
Unconditionally cancellable commitments	70,252			69,630
Other off-balance sheet exposures	244,599			238,805
Total of certain off-balance sheet exposures	$	564,168		$	568,682
Less: Tier 1 Capital deductions	(39,624		)	(39,832		)
Total Leverage Exposure	$	2,463,958		$	2,465,641
Supplementary Leverage ratio	6.44		%	6.41		%


(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 Total Leverage Exposure the effective notional amount of sold credit derivatives, with netting of exposures permitted if certain conditions are met.


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

Capital Resources of Citigroup’s Subsidiary U.S. Depository Institutions

Citigroup’s subsidiary U.S. depository institutions, including Citibank, are also subject to regulatory capital standards issued by their respective primary federal bank regulatory agencies, which are similar to the standards of the Federal Reserve Board.

The following tables set forth Citibank’s capital components and ratios:



	March 31, 2019								December 31, 2018
In millions of dollars, except ratios	Effective Minimum Requirement⁽¹⁾		Advanced Approaches			Standardized Approach			Effective Minimum Requirement⁽¹⁾		Advanced Approaches			Standardized Approach
Common Equity Tier 1 Capital			$	130,051		$	130,051				$	129,091		$	129,091
Tier 1 Capital			132,169			132,169					131,215			131,215
Total Capital (Tier 1 Capital + Tier 2 Capital)⁽²⁾			145,516			156,132					144,358			155,154
Total Risk-Weighted Assets			926,758			1,041,251					926,229			1,032,809
Credit Risk			$	651,979		$	1,001,334				$	654,962		$	994,294
Market Risk			39,463			39,917					38,144			38,515
Operational Risk			235,316			—					233,123			—
Common Equity Tier 1 Capital ratio⁽³⁾⁽⁴⁾	7.0	%	14.03		%	12.49		%	6.375	%	13.94		%	12.50		%
Tier 1 Capital ratio⁽³⁾⁽⁴⁾	8.5		14.26			12.69			7.875		14.17			12.70
Total Capital ratio⁽³⁾⁽⁴⁾	10.5		15.70			14.99			9.875		15.59			15.02



In millions of dollars, except ratios	Effective Minimum Requirement		March 31, 2019				December 31, 2018
Quarterly Adjusted Average Total Assets⁽⁵⁾				$	1,397,703			$	1,398,875
Total Leverage Exposure⁽⁶⁾				1,909,587				1,914,663
Tier 1 Leverage ratio⁽⁴⁾	4.0	%		9.46		%		9.38		%
Supplementary Leverage ratio⁽⁴⁾	6.0			6.92				6.85


(1)	Citibank’s effective minimum risk-based capital requirements during 2019 and 2018 are inclusive of the 100% and 75% phase-in, respectively, of the 2.5% Capital Conservation Buffer (all of which must be composed of Common Equity Tier 1 Capital).

(2)

Under the Advanced Approaches framework, eligible credit reserves that exceed expected credit losses are eligible for inclusion in Tier 2 Capital to the extent that 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.


(3)	As of March 31, 2019 and 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.

(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. Citibank must also maintain a minimum Supplementary Leverage ratio of 6.0% to be considered “well capitalized.” For additional information, see “Capital Resources—Current Regulatory Capital Standards—Prompt Corrective Action Framework” in Citigroup’s 2018 Annual Report on Form 10-K.


(5)	Tier 1 Leverage ratio denominator.


(6)	Supplementary Leverage ratio denominator.

As indicated in the table above, Citibank’s capital ratios at March 31, 2019 were in excess of the stated and effective minimum requirements under the U.S. Basel III rules. In addition, Citibank was also “well capitalized” as of March 31, 2019 under the revised PCA regulations.

Impact of Changes on Citigroup and Citibank Capital Ratios

The following tables present the estimated sensitivity of Citigroup’s and Citibank’s capital ratios to changes of $100 million in Common Equity Tier 1 Capital, Tier 1 Capital and Total Capital (numerator), and changes of $1 billion in

Advanced Approaches and Standardized Approach risk-weighted assets and quarterly adjusted average total assets, as well as Total Leverage Exposure (denominator), as of March 31, 2019. This information is provided for the purpose of analyzing the impact that a change in Citigroup’s or Citibank’s financial position or results of operations could have on these ratios. These sensitivities only consider a single change to either a component of capital, risk-weighted assets, quarterly adjusted average total assets or Total Leverage Exposure. Accordingly, an event that affects more than one factor may have a larger basis point impact than is reflected in these tables.



	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	1.3	0.9	1.5
Standardized Approach	0.8	1.0	0.8	1.1	0.8	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	1.4



	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

Citigroup Broker-Dealer Subsidiaries

At March 31, 2019, Citigroup Global Markets Inc., a U.S. broker-dealer registered with the SEC that is an indirect wholly owned subsidiary of Citigroup, had net capital, computed in accordance with the SEC’s net capital rule, of $9.6 billion, which exceeded the minimum requirement by $6.9 billion.

Moreover, Citigroup Global Markets Limited, a broker-dealer registered with the United Kingdom’s Prudential Regulation Authority (PRA) that is also an indirect wholly owned subsidiary of Citigroup, had total capital of $20.9 billion at March 31, 2019, which exceeded the PRA's minimum regulatory capital requirements.

In addition, certain of Citi’s other broker-dealer subsidiaries are subject to regulation in the countries in which they do business, including requirements to maintain specified levels of net capital or its equivalent. Citigroup’s other principal broker-dealer subsidiaries were in compliance with their regulatory capital requirements at March 31, 2019.

Regulatory Capital Standards Developments

Countercyclical Capital Buffer

In March 2019, the Federal Reserve Board voted to affirm the Countercyclical Capital Buffer at the current level of 0%.

Total Loss-Absorbing Capacity (TLAC) Holdings

In April 2019, the U.S. banking agencies released a proposal that would create a new regulatory capital deduction applicable to Advanced Approaches banking organizations for certain investments in covered debt instruments issued by GSIBs. The proposed rule is intended to reduce systemic risk by creating an incentive for Advanced Approaches banking organizations to limit their exposure to GSIBs.

Under the U.S. Basel III rules, investments in the capital of unconsolidated financial institutions are subject to deduction to the extent that they exceed certain thresholds. Under the proposed rule, an investment in a “covered debt instrument” would be treated as an investment in a Tier 2 capital instrument and, therefore, would be subject to deduction from the Advanced Approaches banking organization’s own Tier 2 Capital in accordance with the existing rules for investments in unconsolidated financial institutions. Covered debt instruments would include unsecured debt instruments that are “eligible debt securities” for purposes of the TLAC rule, or that are pari passu or subordinated to such securities, in addition to certain unsecured debt instruments issued by foreign GSIBs.

To support a deep and liquid market for covered debt instruments, the proposed rule provides an exception from the approach described above for covered debt instruments held for 30 days or less for market-making purposes, if the aggregate amount of such debt instruments does not exceed 5% of the banking organization’s Common Equity Tier 1 Capital.

The proposed rule does not specify a proposed effective date for the new regulatory capital deduction. If adopted as proposed, Citi does not expect the proposed rule to have a material impact on its regulatory capital.

Revisions to the Supplementary Leverage Ratio for Custody Banks

In April 2019, the U.S. banking agencies released a proposal to implement certain provisions of the Economic Growth, Regulatory Relief, and Consumer Protection Act, which was signed into law in 2018. The proposal would apply to “custodial banking organizations,” which does not include Citi. The U.S. banking agencies previously issued a proposal in April 2018 that would have modified the enhanced Supplementary Leverage ratio standards applicable to all U.S. GSIBs and their Federal Reserve Board or OCC-regulated insured depository institution subsidiaries. It is currently unclear how this latest proposal may impact or interact with the proposed rulemaking from April 2018.

Tangible Common Equity, Book Value Per Share, Tangible Book Value Per Share and Returns on Equity

Tangible common equity (TCE), as defined by Citi, represents common stockholders’ equity less goodwill and identifiable intangible assets (other than MSRs). Other companies may calculate TCE in a different manner. TCE, tangible book value (TBV) per share and returns on average TCE are non-GAAP financial measures.



In millions of dollars or shares, except per share amounts	March 31, 2019		December 31, 2018
Total Citigroup stockholders’ equity	$	196,252	$	196,220
Less: Preferred stock	17,980		18,460
Common stockholders’ equity	$	178,272	$	177,760
Less:
Goodwill	22,037		22,046
Identifiable intangible assets (other than MSRs)	4,645		4,636
Tangible common equity (TCE)	$	151,590	$	151,078
Common shares outstanding (CSO)	2,312.5		2,368.5
Book value per share (common equity/CSO)	$	77.09	$	75.05
Tangible book value per share (TCE/CSO)	65.55		63.79



In millions of dollars	Three Months Ended March 31, 2019			Three Months Ended March 31, 2018
Net income available to common shareholders	$	4,448		$	4,348
Average common stockholders’ equity	$	177,485		$	181,628
Average TCE	$	151,334		$	155,107
Return on average common stockholders’ equity	10.2		%	9.7		%
Return on average TCE (ROTCE)⁽¹⁾	11.9			11.4


(1)	ROTCE represents annualized net income available to common shareholders as a percentage of average TCE.

Managing Global Risk Table of Contents



MANAGING GLOBAL RISK		35
CREDIT RISK⁽¹⁾		35
Consumer Credit		35
Corporate Credit		41
Additional Consumer and Corporate Credit Details		43
Loans Outstanding		43
Details of Credit Loss Experience		44
Allowance for Loan Losses		45
Non-Accrual Loans and Assets and Renegotiated Loans		46
LIQUIDITY RISK		49
High-Quality Liquid Assets (HQLA)		49
Liquidity Coverage Ratio (LCR)		49
Loans		50
Deposits		50
Long-Term Debt		51
Secured Funding Transactions and Short-Term Borrowings		53
Credit Ratings		54
MARKET RISK⁽¹⁾		56
Market Risk of Non-Trading Portfolios		56
Market Risk of Trading Portfolios		63
STRATEGIC RISK		65
Country Risk		65
Potential Exit of U.K. from EU		66


(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.

MANAGING GLOBAL RISK

For Citi, effective risk management is of primary importance to its overall operations. Accordingly, Citi’s risk management process has been designed to identify, monitor, evaluate and manage the principal risks it assumes in conducting its activities. Specifically, the activities that Citi engages in, and the risks those activities generate, must be consistent with Citi’s mission and value proposition, the key principles that guide it and Citi's risk appetite.

For more information on Citi’s management of global risk, including its three lines of defense, see “Managing Global Risk” in Citi’s 2018 Annual Report on Form 10-K.

CREDIT RISK

For additional information on credit risk, including Citi’s credit risk management, measurement and stress testing, and Citi’s consumer and corporate credit portfolios, see “Credit Risk” and “Risk Factors” in Citi’s 2018 Annual Report on Form 10-K.

CONSUMER CREDIT

The following table shows Citi’s quarterly end-of-period consumer loans:⁽¹⁾



In billions of dollars	1Q’18			2Q’18			3Q’18			4Q’18			1Q’19
Retail banking:
Mortgages	$	82.1		$	80.5		$	80.9		$	80.6		$	80.8
Commercial banking	36.8			36.5			37.2			36.3			37.1
Personal and other	28.5			28.1			28.7			28.8			29.1
Total retail banking	$	147.4		$	145.1		$	146.8		$	145.7		$	147.0
Cards:
Citi-branded cards	$	110.6		$	112.3		$	112.8		$	116.8		$	111.4
Citi retail services	46.0			48.6			49.4			52.7			48.9
Total cards	$	156.6		$	160.9		$	162.2		$	169.5		$	160.3
Total GCB	$	304.0		$	306.0		$	309.0		$	315.2		$	307.3
GCB regional distribution:
North America	61		%	63		%	62		%	64		%	63		%
Latin America	9			8			9			8			8
Asia⁽²⁾	30			29			29			28			29
Total GCB	100		%	100		%	100		%	100		%	100		%
Corporate/Other⁽³⁾	$	21.1		$	17.6		$	16.5		$	15.3		$	12.6
Total consumer loans	$	325.1		$	323.6		$	325.5		$	330.5		$	319.9


(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 assets, principally North America consumer mortgages.

For information on changes to Citi’s end-of-period consumer loans, see “Liquidity Risk—Loans” below.

Overall Consumer Credit Trends

The following charts show the quarterly trends in delinquencies and net credit losses across both retail banking, including commercial banking, and cards for total GCB and by region.

Global Consumer Banking

North America GCB

As of March 31, 2019, approximately 70% of North America GCB consumer loans consisted of Citi-branded and Citi retail services cards, which generally drives the overall credit performance of North America GCB (for additional information on North America GCB’s cards portfolios, including delinquency and net credit loss rates, see “Credit Card Trends” below).

As shown in the chart above, the 90+ days past due delinquency rate was broadly stable quarter-over-quarter in North America GCB. The net credit loss rate increased quarter-over-quarter, primarily due to seasonality in both cards portfolios as well as an episodic charge-off in the commercial portfolio.

The delinquency rate increased year-over-year, primarily due to seasoning in North America cards and higher net flow rates in the later delinquency buckets in Citi retail services. The net credit loss rate increased year-over-year due to seasoning in North America cards, an increase in net flow rates in later delinquency buckets in Citi retail services and the previously referenced episodic charge-off in the commercial portfolio.

Latin America GCB

As shown in the chart above, the 90+ days past due delinquency rate decreased quarter-over-quarter in Latin America GCB due to seasonality. The net credit loss rate increased quarter-over-quarter also due to seasonality as well as the impact of lower overall volume growth. The delinquency rate was broadly stable year-over-year, while the net credit loss rate increased year-over-year, primarily driven by seasoning in the cards portfolio as well as the impact of the lower overall volume growth.

Asia⁽¹⁾GCB


(1)	Asia includes GCB activities in certain EMEA countries for all periods presented.

As shown in the chart above, the 90+ days past due delinquency and net credit loss rates were broadly stable in Asia GCB quarter-over-quarter and year-over-year. This stability reflects the strong credit profiles in Asia GCB’s target customer segments. In addition, regulatory changes in many markets in Asia over the past few years have resulted in stable portfolio credit quality.

For additional information on cost of credit, loan delinquency and other information for Citi’s consumer loan portfolios, see each respective business’s results of operations above and Note 13 to the Consolidated Financial Statements.

Credit Card Trends

The following charts show the quarterly trends in delinquencies and net credit losses for total GCB cards, North America Citi-branded cards and Citi retail services portfolios as well as for Latin America and Asia Citi-branded cards portfolios.

Global Cards

North America Citi-Branded Cards

As shown in the chart above, the 90+ days past due delinquency and net credit loss rates increased quarter-over-quarter, primarily due to seasonality, while the increases year-over-year were primarily due to seasoning of the portfolio.

North America Citi Retail Services

As shown in the chart above, Citi retail services’ 90+ days past due delinquency and net credit loss rates increased quarter-over-quarter, primarily due to seasonality as well as an increase in net flow rates in later delinquency buckets. The delinquency and net credit loss rates increased year-over-year, primarily due to seasoning and an increase in net flow rates in later delinquency buckets.

Latin America Citi-Branded Cards

As shown in the chart above, the 90+ days past due delinquency rate decreased, while the net credit loss rate increased quarter-over-quarter, both primarily due to seasonality. The delinquency and net credit loss rates both increased year-over-year, primarily due to seasoning.

Asia Citi-Branded Cards⁽¹⁾


(1)	Asia includes loans and leases in certain EMEA countries for all periods presented.

As set forth in the chart above, the 90+ days past due delinquency rate remained broadly stable quarter-over-quarter and year-over-year, driven by the mature and well-diversified cards portfolios. The net credit loss rate increased quarter-over-quarter, primarily due to seasonality, while the rate increased year-over-year, reflecting the normalization of overall credit across the region.

For additional information on cost of credit, delinquency and other information for Citi’s cards portfolios, see each respective business’s results of operations above and Note 13 to the Consolidated Financial Statements.

North America Cards FICO Distribution

The following tables show the current FICO score distributions for Citi’s North America cards portfolios based on end-of-period receivables. FICO scores are updated monthly for substantially all of the portfolio and on a quarterly basis for the remaining portfolio.

Citi-Branded




FICO distribution	March 31, 2019		December 31, 2018		March 31, 2018
> 760	41	%	43	%	41	%
680–760	41		40		42
< 680	18		17		17
Total	100	%	100	%	100	%

Citi Retail Services




FICO distribution	March 31, 2019		December 31, 2018		March 31, 2018
> 760	23	%	25	%	22	%
680–760	43		42		43
< 680	34		33		35
Total	100	%	100	%	100	%

The FICO distribution of both cards portfolios remained broadly stable, compared to the prior year and prior quarter, demonstrating strong underlying credit quality. For additional information on FICO scores, see Note 13 to the Consolidated Financial Statements.

Additional Consumer Credit Details

Consumer Loan Delinquency Amounts and Ratios



	EOP loans⁽¹⁾		90+ days past due⁽²⁾									30–89 days past due⁽²⁾
In millions of dollars, except EOP loan amounts in billions	March 31, 2019		March 31, 2019			December 31, 2018			March 31, 2018			March 31, 2019			December 31, 2018			March 31, 2018
Global Consumer Banking⁽³⁾⁽⁴⁾
Total	$	307.3	$	2,585		$	2,619		$	2,379		$	2,776		$	2,902		$	2,710
Ratio			0.84		%	0.83		%	0.78		%	0.91		%	0.92		%	0.89		%
Retail banking
Total	$	147.0	$	474		$	485		$	493		$	769		$	790		$	830
Ratio			0.32		%	0.33		%	0.34		%	0.53		%	0.54		%	0.57		%
North America	57.3		179			180			184			269			282			227
Ratio			0.32		%	0.32		%	0.34		%	0.47		%	0.50		%	0.41		%
Latin America	19.7		114			127			128			201			201			248
Ratio			0.58		%	0.64		%	0.60		%	1.02		%	1.02		%	1.17		%
Asia⁽⁵⁾	70.0		181			178			181			299			307			355
Ratio			0.26		%	0.26		%	0.26		%	0.43		%	0.44		%	0.50		%
Cards
Total	$	160.3	$	2,111		$	2,134		$	1,886		$	2,007		$	2,112		$	1,880
Ratio			1.32		%	1.26		%	1.20		%	1.25		%	1.25		%	1.20		%
North America—Citi-branded	87.0		828			812			731			731			755			669
Ratio			0.95		%	0.88		%	0.85		%	0.84		%	0.82		%	0.78		%
North America—Citi retail services	48.9		918			952			797			859			932			791
Ratio			1.88		%	1.81		%	1.73		%	1.76		%	1.77		%	1.72		%
Latin America	5.6		165			171			160			161			170			160
Ratio			2.95		%	3.00		%	2.81		%	2.88		%	2.98		%	2.81		%
Asia⁽⁵⁾	18.8		200			199			198			256			255			260
Ratio			1.06		%	1.03		%	1.03		%	1.36		%	1.32		%	1.35		%
Corporate/Other—Consumer⁽⁶⁾
Total	$	12.6	$	354		$	382		$	478		$	348		$	362		$	393
Ratio			2.97		%	2.62		%	2.38		%	2.92		%	2.48		%	1.96		%
International	—		—			—			32			—			—			44
Ratio			—		%	—		%	1.88		%	—		%	—		%	2.59		%
North America	12.6		354			382			446			348			362			349
Ratio			2.97		%	2.62		%	2.42		%	2.92		%	2.48		%	1.90		%
Total Citigroup	$	319.9	$	2,939		$	3,001		$	2,857		$	3,124		$	3,264		$	3,103
Ratio			0.92		%	0.91		%	0.88		%	0.98		%	0.99		%	0.96		%


(1)	End-of-period (EOP) loans include interest and fees on credit cards.


(2)	The ratios of 90+ days past due and 30–89 days past due are calculated based on EOP loans, net of unearned income.


(3)	The 90+ days past due balances for North America—Citi-branded and North America—Citi retail services are generally still accruing interest. Citigroup’s policy is generally to accrue interest on credit card loans until 180 days past due, unless notification of bankruptcy filing has been received earlier.

(4)

The 90+ days 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 entities since the potential loss predominantly resides within the U.S. government-sponsored entities. The amounts excluded for loans 90+ days past due and (EOP loans) were $163 million ($0.6 billion), $201 million ($0.6 billion) and $272 million ($0.7 billion) as of March 31, 2019, December 31, 2018 and March 31, 2018, respectively. The amounts excluded for loans 30–89 days past due and (EOP loans) were $71 million ($0.6 billion), $78 million ($0.6 billion) and $92 million ($0.7 billion) as of March 31, 2019, December 31, 2018 and March 31, 2018, respectively.


(5)	Asia includes delinquencies and loans in certain EMEA countries for all periods presented.

(6)

The loans 90+ 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 with the U.S. agencies. The amounts excluded for 90+ days past due and (EOP loans) for each period were $0.3 billion ($0.7 billion), $0.3 billion ($0.7 billion) and $0.5 billion ($0.9 billion) as of March 31, 2019, December 31, 2018 and March 31, 2018, respectively. The amounts excluded for loans 30–89 days past due and (EOP loans) for each period were $0.1 billion ($0.7 billion), $0.1 billion ($0.7 billion) and $0.1 billion ($0.9 billion) as of March 31, 2019, December 31, 2018 and March 31, 2018, respectively.

Consumer Loan Net Credit Losses and Ratios



	Average loans⁽¹⁾		Net credit losses⁽²⁾
In millions of dollars, except average loan amounts in billions	1Q19		1Q19			4Q18			1Q18
Global Consumer Banking
Total	$	309.2	$	1,891		$	1,744		$	1,736
Ratio			2.48		%	2.24		%	2.30		%
Retail banking
Total	$	146.5	$	256		$	246		$	232
Ratio			0.71		%	0.67		%	0.64		%
North America	57.1		60			31			43
Ratio			0.43		%	0.22		%	0.31		%
Latin America	19.9		138			144			132
Ratio			2.81		%	2.91		%	2.59		%
Asia⁽³⁾	69.5		58			71			57
Ratio			0.34		%	0.41		%	0.33		%
Cards
Total	$	162.7	$	1,635		$	1,498		$	1,504
Ratio			4.08		%	3.64		%	3.83		%
North America—Citi-branded	87.7		706			650			651
Ratio			3.26		%	2.90		%	3.04		%
North America—Citi retail services	50.2		663			600			602
Ratio			5.36		%	4.72		%	5.18		%
Latin America	5.7		160			146			146
Ratio			11.38		%	10.53		%	10.57		%
Asia⁽³⁾	19.1		106			102			105
Ratio			2.25		%	2.16		%	2.17		%
Corporate/Other—Consumer
Total	$	13.6	$	1		$	—		$	35
Ratio			0.03		%	—		%	0.64		%
International	—		—			—			23
Ratio			—		%	—		%	5.49		%
North America	13.6		1			—			12
Ratio			0.03		%	—		%	0.24		%
Other	—		—			(3		)	—
Total Citigroup	$	322.8	$	1,892		$	1,741		$	1,771
Ratio			2.38		%	2.12		%	2.19		%


(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)	Asia includes NCLs and average loans in certain EMEA countries for all periods presented.

CORPORATE CREDIT

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



	At March 31, 2019								December 31, 2018
In billions of dollars	Due within 1 year		Greater than 1 year but within 5 years		Greater than 5 years		Total exposure		Due within 1 year		Greater than 1 year but within 5 years		Greater than 5 years		Total exposure
Direct outstandings (on-balance sheet)⁽¹⁾	$	135	$	109	$	20	$	264	$	128	$	110	$	20	$	258
Unfunded lending commitments (off-balance sheet)⁽²⁾	121		240		23		384		106		246		19		370
Total exposure	$	256	$	349	$	43	$	648	$	234	$	356	$	39	$	628


(1)	Includes drawn loans, overdrafts, bankers’ acceptances and leases.


(2)	Includes unused commitments to lend, letters of credit and financial guarantees.

Portfolio Mix—Geography, Counterparty and Industry

Citi’s corporate credit portfolio is diverse across geography and counterparty. The following table shows the percentage of this portfolio by region based on Citi’s internal management geography:



	March 31, 2019		December 31, 2018
North America	54	%	55	%
EMEA	28		27
Asia	11		11
Latin America	7		7
Total	100	%	100	%

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

the obligor and factors that affect the loss-given-default of the facility, such as support or collateral. Internal obligor ratings that generally correspond to BBB and above are

considered investment grade, while those below are considered non-investment grade.

Citigroup also has incorporated environmental factors like climate risk assessment and reporting criteria for certain obligors, as necessary. Factors evaluated include consideration of climate risk to an obligor’s business and physical assets and, when relevant, consideration of cost-effective options to reduce greenhouse gas emissions.

The following table presents the corporate credit portfolio by facility risk rating as a percentage of the total corporate credit portfolio:



	Total exposure
	March 31, 2019		December 31, 2018
AAA/AA/A	49	%	49	%
BBB	35		34
BB/B	15		16
CCC or below	1		1
Total	100	%	100	%

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

Citi’s corporate credit portfolio is also diversified by industry. The following table shows the allocation of Citi’s total corporate credit portfolio by industry:



	Total exposure
	March 31, 2019		December 31, 2018
Transportation and industrial	21	%	21	%
Consumer retail and health	15		15
Technology, media and telecom	11		13
Power, chemicals, metals and mining	11		10
Energy and commodities	8		8
Banks/broker-dealers/finance companies	8		8
Real estate	9		8
Public sector	4		5
Insurance and special purpose entities	4		4
Hedge funds	4		4
Other industries	5		4
Total	100	%	100	%

For additional information on Citi’s corporate credit portfolio, see Note 12 to the Consolidated Financial Statements.

Credit Risk Mitigation

As part of its overall risk management activities, Citigroup uses credit derivatives and other risk mitigants to hedge portions of the credit risk in its corporate credit portfolio, in addition to outright asset sales. The results of the mark-to-market and any realized gains or losses on credit derivatives are reflected primarily in Other revenue in the Consolidated Statement of Income.

At March 31, 2019 and December 31, 2018, $30.4 billion, and $30.8 billion, respectively, of the corporate credit portfolio was economically hedged. Citigroup’s expected loss model used in the calculation of its loan loss reserve does not include the favorable impact of credit derivatives and other mitigants that are marked to market. In addition, the reported amounts of direct outstandings and unfunded lending commitments in the tables above do not reflect the impact of these hedging transactions. The credit protection was economically hedging underlying corporate credit portfolio exposures with the following risk rating distribution:

Rating of Hedged Exposure



	March 31, 2019		December 31, 2018
AAA/AA/A	36	%	35	%
BBB	48		50
BB/B	15		14
CCC or below	1		1
Total	100	%	100	%

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

Industry of Hedged Exposure



	March 31, 2019		December 31, 2018
Transportation and industrial	22	%	23	%
Technology, media and telecom	18		17
Consumer retail and health	16		16
Power, chemicals, metals and mining	15		15
Energy and commodities	10		11
Insurance and special purpose entities	6		6
Banks/broker-dealers/finance companies	4		4
Public Sector	4		3
Real Estate	4		4
Other industries	1		1
Total	100	%	100	%

ADDITIONAL CONSUMER AND CORPORATE CREDIT DETAILS

Loans Outstanding



	1st Qtr.			4th Qtr.			3rd Qtr.			2nd Qtr.			1st Qtr.
In millions of dollars	2019			2018			2018			2018			2018
Consumer loans
In U.S. offices
Mortgage and real estate⁽¹⁾	$	57,461		$	60,127		$	61,048		$	61,692		$	63,412
Installment, revolving credit and other	3,257			3,398			3,515			3,759			3,306
Cards	135,206			143,788			137,051			135,968			131,081
Commercial and industrial	8,859			8,256			7,686			7,459			7,493
Total	$	204,783		$	215,569		$	209,300		$	208,878		$	205,292
In offices outside the U.S.
Mortgage and real estate⁽¹⁾	$	43,184		$	43,379		$	43,714		$	43,056		$	44,833
Installment, revolving credit and other	27,525			27,609			27,899			27,254			27,651
Cards	24,763			25,400			24,971			24,712			25,993
Commercial and industrial	18,884			17,773			18,821			18,966			20,526
Lease financing	47			49			52			55			62
Total	$	114,403		$	114,210		$	115,457		$	114,043		$	119,065
Total consumer loans	$	319,186		$	329,779		$	324,757		$	322,921		$	324,357
Unearned income⁽²⁾	701			708			712			711			727
Consumer loans, net of unearned income	$	319,887		$	330,487		$	325,469		$	323,632		$	325,084
Corporate loans
In U.S. offices
Commercial and industrial	$	56,698		$	52,063		$	51,365		$	53,260		$	54,005
Financial institutions	49,985			48,447			46,255			42,867			40,472
Mortgage and real estate⁽¹⁾	49,746			50,124			47,629			46,310			45,581
Installment, revolving credit and other	32,768			33,247			32,201			32,663			32,866
Lease financing	1,405			1,429			1,445			1,445			1,463
Total	$	190,602		$	185,310		$	178,895		$	176,545		$	174,387
In offices outside the U.S.
Commercial and industrial	$	97,844		$	94,701		$	98,281		$	98,068		$	101,368
Financial institutions	39,155			36,837			37,851			38,312			35,659
Mortgage and real estate⁽¹⁾	7,005			7,376			7,344			7,261			7,543
Installment, revolving credit and other	24,868			25,684			22,827			22,755			23,338
Lease financing	95			103			131			139			167
Governments and official institutions	3,698			4,520			4,898			5,270			6,170
Total	$	172,665		$	169,221		$	171,332		$	171,805		$	174,245
Total corporate loans	$	363,267		$	354,531		$	350,227		$	348,350		$	348,632
Unearned income⁽³⁾	(808		)	(822		)	(787		)	(802		)	(778		)
Corporate loans, net of unearned income	$	362,459		$	353,709		$	349,440		$	347,548		$	347,854
Total loans—net of unearned income	$	682,346		$	684,196		$	674,909		$	671,180		$	672,938
Allowance for loan losses—on drawn exposures	(12,329		)	(12,315		)	(12,336		)	(12,126		)	(12,354		)
Total loans—net of unearned income and allowance for credit losses	$	670,017		$	671,881		$	662,573		$	659,054		$	660,584
Allowance for loan losses as a percentage of total loans— net of unearned income⁽⁴⁾	1.82		%	1.81		%	1.84		%	1.81		%	1.85		%
Allowance for consumer loan losses as a percentage of total consumer loans—net of unearned income⁽⁴⁾	3.13		%	3.01		%	3.07		%	3.03		%	3.09		%
Allowance for corporate loan losses as a percentage of total corporate loans—net of unearned income⁽⁴⁾	0.64		%	0.67		%	0.68		%	0.68		%	0.67		%


(1)	Loans secured primarily by real estate.


(2)	Unearned income on consumer loans primarily represents unamortized origination fees and costs, premiums and discounts.


(3)	Unearned income on corporate loans primarily represents interest received in advance, but not yet earned, on loans originated on a discounted basis.


(4)	All periods exclude loans that are carried at fair value.

Details of Credit Loss Experience



	1st Qtr.			4th Qtr.			3rd Qtr.			2nd Qtr.			1st Qtr.
In millions of dollars	2019			2018			2018			2018			2018
Allowance for loan losses at beginning of period	$	12,315		$	12,336		$	12,126		$	12,354		$	12,355
Provision for loan losses
Consumer	$	1,942		$	1,774		$	1,869		$	1,764		$	1,881
Corporate	2			76			37			31			(78		)
Total	$	1,944		$	1,850		$	1,906		$	1,795		$	1,803
Gross credit losses
Consumer
In U.S. offices	$	1,670		$	1,495		$	1,462		$	1,490		$	1,542
In offices outside the U.S.	602			595			596			599			615
Corporate
In U.S. offices	33			23			15			5			65
In offices outside the U.S.	40			53			21			15			74
Total	$	2,345		$	2,166		$	2,094		$	2,109		$	2,296
Credit recoveries⁽¹⁾
Consumer
In U.S. offices	$	246		$	217		$	212		$	255		$	238
In offices outside the U.S.	134			132			120			128			148
Corporate
In U.S. offices	3			24			1			5			13
In offices outside the U.S.	14			7			5			17			30
Total	$	397		$	380		$	338		$	405		$	429
Net credit losses
In U.S. offices	$	1,454		$	1,277		$	1,264		$	1,235		$	1,356
In offices outside the U.S.	494			509			492			469			511
Total	$	1,948		$	1,786		$	1,756		$	1,704		$	1,867
Other—net^{(2)(3)(4)(5)(6)(7)}	$	18		$	(85	)	$	60		$	(319	)	$	63
Allowance for loan losses at end of period	$	12,329		$	12,315		$	12,336		$	12,126		$	12,354
Allowance for loan losses as a percentage of total loans⁽⁸⁾	1.82		%	1.81		%	1.84		%	1.81		%	1.85		%
Allowance for unfunded lending commitments⁽⁹⁾	$	1,391		$	1,367		$	1,321		$	1,278		$	1,290
Total allowance for loan losses and unfunded lending commitments	$	13,720		$	13,682		$	13,657		$	13,404		$	13,644
Net consumer credit losses	$	1,892		$	1,741		$	1,726		$	1,706		$	1,771
As a percentage of average consumer loans	2.38		%	2.13		%	2.11		%	2.12		%	2.19		%
Net corporate credit losses (recoveries)	$	56		$	45		$	30		$	(2	)	$	96
As a percentage of average corporate loans	0.07		%	0.06		%	0.03		%	—		%	0.11		%
Allowance by type at end of period⁽¹⁰⁾
Consumer	$	10,026		$	9,950		$	9,997		$	9,796		$	10,039
Corporate	2,303			2,365			2,339			2,330			2,315
Total	$	12,329		$	12,315		$	12,336		$	12,126		$	12,354


(1)	Recoveries have been reduced by certain collection costs that are incurred only if collection efforts are successful.


(2)	Includes all adjustments to the allowance for credit losses, such as changes in the allowance from acquisitions, dispositions, securitizations, FX translation, purchase accounting adjustments, etc.


(3)	The first quarter of 2019 includes an increase of approximately $26 million related to FX translation.


(4)	The fourth quarter of 2018 includes a reduction of approximately $4 million related to the sale or transfers to held-for-sale (HFS) of various loan portfolios, including a reduction of $3 million related to the transfers of a real estate loan portfolio to HFS. Additionally, the fourth quarter includes a decrease of approximately $76 million related to FX translation.


(5)	The third quarter of 2018 includes a reduction of approximately $5 million related to the sale or transfers to HFS of various loan portfolios, including a reduction of $2 million related to the transfers of a real estate loan portfolio to HFS. Additionally, the third quarter includes an increase of approximately $62 million related to FX translation.


(6)	The second quarter of 2018 includes a reduction of approximately $137 million related to the sale or transfer to HFS of various loan portfolios, including a reduction of $33 million related to the transfer of a real estate loan portfolio to HFS. Additionally, the second quarter includes a decrease of approximately $164 million related to FX translation.


(7)	The first quarter of 2018 includes a reduction of approximately $55 million related to the sale or transfer to HFS of various loan portfolios, including a reduction of $53 million related to the transfer of a real estate loan portfolio to HFS. Additionally, the first quarter includes an increase of approximately $118 million related to FX translation.


(8)	March 31, 2019, December 31, 2018, September 30, 2018, June 30, 2018 and March 31, 2018 exclude $3.9 billion, $3.2 billion, $4.2 billion, $3.0 billion and $4.5 billion, respectively, of loans which are carried at fair value.


(9)	Represents additional credit reserves recorded as Other liabilities on the Consolidated Balance Sheet.

(10)

Allowance for loan losses represents management’s best estimate of probable losses inherent in the portfolio, as well as probable losses related to large individually evaluated impaired loans and troubled debt restructurings. See “Significant Accounting Policies and Significant Estimates” and Note 1 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K. Attribution of the allowance is made for analytical purposes only and the entire allowance is available to absorb probable credit losses inherent in the overall portfolio.

Allowance for Loan Losses

The following tables detail information on Citi’s allowance for loan losses, loans and coverage ratios:



	March 31, 2019
In billions of dollars	Allowance for loan losses		Loans, net of unearned income		Allowance as a percentage of loans⁽¹⁾
North America cards⁽²⁾	$	6.6	$	135.9	4.9	%
North America mortgages⁽³⁾	0.4		56.3		0.7
North America other	0.3		13.7		2.2
International cards	0.6		24.3		2.5
International other⁽⁴⁾	2.1		89.7		2.3
Total consumer	$	10.0	$	319.9	3.1	%
Total corporate	2.3		362.4		0.6
Total Citigroup	$	12.3	$	682.3	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 $6.6 billion of loan loss reserves represented approximately 14 months of coincident net credit loss coverage.

(3)

Of the $0.4 billion, approximately $0.3 billion 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 $56.3 billion in loans, approximately $53.7 billion and $2.5 billion of the loans are evaluated in accordance with ASC 450-20 and ASC 310-10-35 (troubled debt restructurings), respectively. For additional information, see Note 14 to the Consolidated Financial Statements.


(4)	Includes mortgages and other retail loans.



	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	0.7		24.9		2.8
International other⁽⁴⁾	2.0		88.9		2.2
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 14 to the Consolidated Financial Statements.


(4)	Includes mortgages and other retail loans.

Non-Accrual Loans and Assets and Renegotiated Loans

For additional information on Citi’s non-accrual loans and assets and renegotiated loans, see “Non-Accrual Loans and Assets and Renegotiated Loans” in Citi’s 2018 Annual Report on Form 10-K.

Non-Accrual Loans

The table below summarizes Citigroup’s non-accrual loans as of the periods indicated. Non-accrual loans may still be current on interest payments. In situations where Citi reasonably expects that only a portion of the principal owed will ultimately be collected, all payments received are reflected as a reduction of principal and not as interest income. For all other non-accrual loans, cash interest receipts are generally recorded as revenue.



	Mar. 31,		Dec. 31,		Sept. 30,		Jun. 30,		Mar. 31,
In millions of dollars	2019		2018		2018		2018		2018
Corporate non-accrual loans⁽¹⁾⁽²⁾
North America	$	922	$	483	$	679	$	784	$	817
EMEA	317		375		362		391		561
Latin America	225		230		266		204		263
Asia	18		223		233		244		27
Total corporate non-accrual loans	$	1,482	$	1,311	$	1,540	$	1,623	$	1,668
Consumer non-accrual loans⁽¹⁾
North America	$	1,230	$	1,241	$	1,323	$	1,373	$	1,500
Latin America	694		715		764		726		791
Asia⁽³⁾	281		270		287		284		284
Total consumer non-accrual loans	$	2,205	$	2,226	$	2,374	$	2,383	$	2,575
Total non-accrual loans	$	3,687	$	3,537	$	3,914	$	4,006	$	4,243


(1)	Excludes purchased distressed loans, as they are generally accreting interest. The carrying value of these loans was $125 million at March 31, 2019, $128 million at December 31, 2018, $131 million at September 30, 2018, $149 million at June 30, 2018 and $126 million at March 31, 2018.


(2)	Approximately 46%, 55% and 65% of Citi’s corporate non-accrual loans were performing at March 31, 2019, December 31, 2018 and March 31, 2018, respectively.


(3)	Asia GCB includes balances in certain EMEA countries for all periods presented.

The changes in Citigroup’s non-accrual loans were as follows:



	Three Months Ended									Three Months Ended
	March 31, 2019									March 31, 2018
In millions of dollars	Corporate			Consumer			Total			Corporate			Consumer			Total
Non-accrual loans at beginning of period	$	1,311		$	2,226		$	3,537		$	1,942		$	2,690		$	4,632
Additions	723			722			1,445			825			861			1,686
Sales and transfers to HFS	(5		)	(34		)	(39		)	(20		)	(85		)	(105		)
Returned to performing	(28		)	(142		)	(170		)	(68		)	(208		)	(276		)
Paydowns/settlements	(485		)	(174		)	(659		)	(884		)	(270		)	(1,154		)
Charge-offs	(35		)	(402		)	(437		)	(106		)	(454		)	(560		)
Other	1			9			10			(21		)	41			20
Ending balance	$	1,482		$	2,205		$	3,687		$	1,668		$	2,575		$	4,243

The table below summarizes Citigroup’s other real estate owned (OREO) assets as of the periods indicated. This represents the carrying value of all real estate property acquired by foreclosure or other legal proceedings when Citi has taken possession of the collateral:



	Mar. 31,			Dec. 31,			Sept. 30,			Jun. 30,			Mar. 31,
In millions of dollars	2019			2018			2018			2018			2018
OREO
North America	$	63		$	64		$	76		$	66		$	70
EMEA	1			1			1			1			—
Latin America	13			12			25			24			29
Asia	21			22			7			10			15
Total OREO	$	98		$	99		$	109		$	101		$	114
Non-accrual assets
Corporate non-accrual loans	$	1,482		$	1,311		$	1,540		$	1,623		$	1,668
Consumer non-accrual loans	2,205			2,226			2,374			2,383			2,575
Non-accrual loans (NAL)	$	3,687		$	3,537		$	3,914		$	4,006		$	4,243
OREO	$	98		$	99		$	109		$	101		$	114
Non-accrual assets (NAA)	$	3,785		$	3,636		$	4,023		$	4,107		$	4,357
NAL as a percentage of total loans	0.54		%	0.52		%	0.58		%	0.60		%	0.63		%
NAA as a percentage of total assets	0.19			0.19			0.21			0.21			0.23
Allowance for loan losses as a percentage of NAL⁽¹⁾	334			348			315			303			291


(1)	The allowance for loan losses includes the allowance for Citi’s credit card portfolios and purchased distressed loans, while the non-accrual loans exclude credit card balances (with the exception of certain international portfolios) and purchased distressed loans as these continue to accrue interest until charge-off.

Renegotiated Loans

The following table presents Citi’s loans modified in TDRs:



In millions of dollars	Mar. 31, 2019		Dec. 31, 2018
Corporate renegotiated loans⁽¹⁾
In U.S. offices
Commercial and industrial⁽²⁾	$	190	$	188
Mortgage and real estate	91		111
Financial institutions	4		16
Other	4		2
Total	$	289	$	317
In offices outside the U.S.
Commercial and industrial⁽²⁾	$	220	$	226
Mortgage and real estate	21		12
Financial institutions	9		9
Other	—		—
Total	$	250	$	247
Total corporate renegotiated loans	$	539	$	564
Consumer renegotiated loans^(3)(4)(5)
In U.S. offices
Mortgage and real estate	$	2,452	$	2,520
Cards	1,383		1,338
Installment and other	137		86
Total	$	3,972	$	3,944
In offices outside the U.S.
Mortgage and real estate	$	325	$	311
Cards	477		480
Installment and other	415		415
Total	$	1,217	$	1,206
Total consumer renegotiated loans	$	5,189	$	5,150


(1)	Includes $444 million and $466 million of non-accrual loans included in the non-accrual loans table above at March 31, 2019 and December 31, 2018, respectively. The remaining loans are accruing interest.


(2)	In addition to modifications reflected as TDRs at March 31, 2019, Citi also modified $32 million of commercial loans risk rated “Substandard Non-Performing” or worse (asset category defined by banking regulators) in offices outside the U.S. These modifications were not considered TDRs because the modifications did not involve a concession.


(3)	Includes $1,039 million and $1,015 million of non-accrual loans included in the non-accrual loans table above at March 31, 2019 and December 31, 2018, respectively. The remaining loans are accruing interest.


(4)	Includes $20 million and $17 million of commercial real estate loans at March 31, 2019 and December 31, 2018, respectively.


(5)	Includes $155 million and $101 million of other commercial loans at March 31, 2019 and December 31, 2018, respectively.

LIQUIDITY RISK

For additional information on funding and liquidity at Citigroup, including its objectives, management and measurement, see “Liquidity Risk” and “Risk Factors” in Citi’s 2018 Annual Report on Form 10-K.

High-Quality Liquid Assets (HQLA)



	Citibank						Non-Bank and Other						Total
In billions of dollars	Mar. 31, 2019		Dec. 31, 2018		Mar. 31, 2018		Mar. 31, 2019		Dec. 31, 2018		Mar. 31, 2018		Mar. 31, 2019		Dec. 31, 2018		Mar. 31, 2018
Available cash	$	94.7	$	97.1	$	94.9	$	34.9	$	27.6	$	24.9	$	129.6	$	124.7	$	119.9
U.S. sovereign	94.9		103.2		114.6		29.5		24.0		28.9		124.4		127.2		143.4
U.S. agency/agency MBS	59.3		60.0		74.3		5.3		5.8		5.6		64.6		65.8		79.9
Foreign government debt⁽¹⁾	67.7		76.8		69.2		3.5		6.3		12.9		71.2		83.2		82.1
Other investment grade	3.6		1.5		0.3		1.5		1.3		1.3		5.1		2.8		1.6
Total HQLA (AVG)	$	320.1	$	338.6	$	353.3	$	74.8	$	65.1	$	73.6	$	394.9	$	403.7	$	426.9

Note: The amounts set forth in the table above are presented on an average basis. For securities, the amounts represent the liquidity value that potentially could be realized and, therefore, exclude any securities that are encumbered and incorporate any haircuts that would be required for securities financing transactions.


(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.

The table above includes average amounts of HQLA held at Citigroup’s operating entities that are eligible for inclusion in the calculation of Citigroup’s consolidated Liquidity Coverage Ratio (LCR), pursuant to the U.S. LCR rules. These amounts include the HQLA needed to meet the minimum requirements at these entities and any amounts in excess of these minimums that are assumed to be transferable to Citigroup. While available liquidity resources at the operating entities remained largely unchanged, the amount of HQLA included in the table above declined both year-over-year and sequentially, as less HQLA in the operating entities was eligible for inclusion in the consolidated metric.

Citi’s HQLA as set forth above does not include Citi’s available borrowing capacity from the Federal Home Loan Banks (FHLBs) of which Citi is a member, which was approximately $25 billion as of March 31, 2019 (compared to $29 billion as of December 31, 2018 and $22 billion as of March 31, 2018) and maintained by eligible collateral pledged to such banks. The HQLA also does not include Citi’s borrowing capacity at the U.S. Federal Reserve Bank discount window or other central banks, which would be in addition to the resources noted above.

In general, Citi’s liquidity is fungible across legal entities within its bank group. Citi’s bank subsidiaries, including Citibank, can lend to the Citi parent and broker-dealer entities in accordance with Section 23A of the Federal Reserve Act. As of March 31, 2019, the capacity available for lending to these entities under Section 23A was approximately $16 billion, compared to $15 billion as of both December 31, 2018 and March 31, 2018, subject to certain eligible non-cash collateral requirements.

Liquidity Coverage Ratio

In addition to internal 30-day liquidity stress testing performed for each of Citi’s major entities, operating subsidiaries and/or countries, Citi also monitors its liquidity by reference to the LCR, as calculated pursuant to the U.S. LCR rules. The table below details the components of Citi’s LCR calculation and HQLA in excess of net outflows for the periods indicated:



In billions of dollars	Mar. 31, 2019			Dec. 31, 2018			Mar. 31, 2018
HQLA	$	394.9		$	403.7		$	426.9
Net outflows	331.6			334.8			355.2
LCR	119		%	121		%	120		%
HQLA in excess of net outflows	$63.3			$	68.9		$	71.7

Note: The amounts are presented on an average basis.

Citi’s average LCR decreased both year-over-year and sequentially, as the decline in Citi’s HQLA was only partially offset by a decline in modeled net outflows.

Loans

The table below details the average loans, by business and/or segment, and the total end-of-period loans for each of the periods indicated:



In billions of dollars	Mar. 31, 2019		Dec. 31, 2018		Mar. 31, 2018
Global Consumer Banking
North America	$	195.0	$	195.7	$	189.7
Latin America	25.6		25.1		26.3
Asia⁽¹⁾	88.6		87.6		90.3
Total	$	309.2	$	308.4	$	306.3
Institutional Clients Group
Corporate lending	$	133.1	$	130.0	$	131.6
Treasury and trade solutions (TTS)	75.1		77.0		78.2
Private bank	97.2		94.7		88.9
Markets and securities services and other	51.1		49.3		40.7
Total	$	356.5	$	351.0	$	339.4
Total Corporate/Other	$	13.5	$	16.1	$	22.2
Total Citigroup loans (AVG)	$	679.2	$	675.5	$	667.9
Total Citigroup loans (EOP)	$	682.3	$	684.2	$	672.9


(1)	Includes loans in certain EMEA countries for all periods presented.

End-of-period loans increased 1% year-over-year and remained largely unchanged sequentially. On an average basis, loans increased 2% year-over-year and 1% sequentially.

Excluding the impact of FX translation, average loans increased 4% year-over-year and 5% in aggregate across GCB and ICG. Average GCB loans grew 3% year-over-year, driven by continued growth in North America GCB and Asia GCB. Average loans in Latin America GCB remained largely unchanged year-over-year, due in part to a slowdown in activity in Citi’s commercial banking business, reflecting more cautious client sentiment under the current presidential administration.

Average ICG loans increased 7% year-over-year, as a modest decline in TTS loans was more than offset by continued growth in the rest of Citi’s franchise. TTS loans declined 1% year-over-year, despite strong growth in origination volumes, as Citi continued to utilize its distribution capabilities to optimize the balance sheet and drive returns. Corporate lending growth moderated to 4% year-over-year, reflecting the episodic nature of clients’ strategic financing needs, as well as an active quarter in debt capital markets origination. Private bank loans increased 10% driven by both new client onboarding, as well as the deepening of relationships with existing high net worth clients. Finally, continued strong year-over-year Markets and securities services loan growth was driven primarily by real-estate related warehouse lending activities.

Average Corporate/Other loans continued to decline (down 39%), driven by the wind-down of legacy assets.

Deposits

The table below details the average deposits, by business and/or segment, and the total end-of-period deposits for each of the periods indicated:



In billions of dollars	Mar. 31, 2019		Dec. 31, 2018		Mar. 31, 2018
Global Consumer Banking
North America	$	182.3	$	180.6	$	180.9
Latin America	28.6		28.2		28.9
Asia⁽¹⁾	99.3		97.7		99.1
Total	$	310.2	$	306.5	$	308.9
Institutional Clients Group
Treasury and trade solutions (TTS)	$	472.4	$	470.8	$	440.3
Banking ex-TTS	130.2		128.4		128.2
Markets and securities services	90.0		86.7		84.1
Total	$	692.6	$	685.9	$	652.6
Corporate/Other	$	14.4	$	13.3	$	20.4
Total Citigroup deposits (AVG)	$	1,017.2	$	1,005.7	$	981.9
Total Citigroup deposits (EOP)	$	1,030.4	$	1,013.2	$	1,001.2


(1)	Includes deposits in certain EMEA countries for all periods presented.

End-of-period deposits increased 3% year-over-year and 2% sequentially. On an average basis, deposits increased 4% year-over-year and 1% sequentially.

Excluding the impact of FX translation, average deposits grew 6% from the prior-year period. In GCB, deposits increased 2%, driven by growth across all regions. In North America GCB, deposits increased 1%, reflecting growth in both branch-based deposits and digital channels.

Within ICG, average deposits grew 9% year-over-year, primarily driven by continued high-quality deposit growth in TTS.

Long-Term Debt

The weighted-average maturity of unsecured long-term debt issued by Citigroup and its affiliates (including Citibank) with a remaining life greater than one year was approximately 8.6 years as of March 31, 2019, an increase from the prior-year period (8.5 years) and unchanged from the prior quarter. The weighted-average maturity is calculated based on the contractual maturity of each security, except for securities which are redeemable prior to maturity at the option of the holder and calculated based on the earliest date an option becomes exercisable.

Citi’s long-term debt outstanding at the Citigroup parent company includes senior and subordinated debt and what Citi refers to as customer-related debt, consisting of structured notes, such as equity- and credit-linked notes, as well as non-structured notes. Citi’s issuance of customer-related debt is generally driven by customer demand and complements benchmark debt issuance as a source of funding for Citi’s non-bank entities. Citi’s long-term debt at the bank also includes benchmark senior debt, FHLB advances and securitizations.

Long-Term Debt Outstanding

The following table sets forth Citi’s end-of-period total long-term debt outstanding for each of the dates indicated:



In billions of dollars	Mar. 31, 2019		Dec. 31, 2018		Mar. 31, 2018
Parent and other⁽¹⁾
Benchmark debt:
Senior debt	$	109.7	$	104.6	$	112.0
Subordinated debt	24.9		24.5		25.5
Trust preferred	1.7		1.7		1.7
Customer-related debt	42.4		37.1		32.4
Local country and other⁽²⁾	3.3		2.9		1.6
Total parent and other	$	182.0	$	170.8	$	173.2
Bank
FHLB borrowings	$	10.5	$	10.5	$	15.7
Securitizations⁽³⁾	25.9		28.4		30.2
Citibank benchmark senior debt	21.4		18.8		15.0
Local country and other⁽²⁾	3.8		3.5		3.8
Total bank	$	61.5	$	61.2	$	64.8
Total long-term debt	$	243.6	$	232.0	$	237.9

Note: Amounts represent the current value of long-term debt on Citi’s Consolidated Balance Sheet which, for certain debt instruments, includes consideration of fair value, hedging impacts and unamortized discounts and premiums.


(1)	“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 March 31, 2019, “parent and other” included $32.2 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.

Citi’s total long-term debt outstanding increased year-over-year, primarily driven by the issuance of customer-related debt at the Citigroup parent company and unsecured senior benchmark debt at the bank, partially offset by a decline in FHLB advances and securitizations. Sequentially, Citi’s total long-term debt outstanding increased, primarily driven by the issuance of unsecured senior benchmark debt and customer-related debt at the Citigroup parent company, as growth in unsecured senior benchmark debt at the bank was offset by declines in securitizations.

As part of its liability management, Citi has considered, and may continue to consider, opportunities to repurchase its long-term debt pursuant to open market purchases, tender offers or other means. Such repurchases help reduce Citi’s overall funding costs. During the first quarter of 2019, Citi repurchased and called an aggregate of approximately $1.0 billion of its outstanding long-term debt, excluding the exercise of call options on securities with a remaining life of three months or less.

Long-Term Debt Issuances and Maturities

The table below details Citi’s long-term debt issuances and maturities (including repurchases and redemptions) during the periods presented:



	1Q19				4Q18				1Q18
In billions of dollars	Maturities		Issuances		Maturities		Issuances		Maturities		Issuances
Parent and other
Benchmark debt:
Senior debt	$	0.2	$	4.6	$	3.5	$	—	$	3.5	$	5.4
Subordinated debt	—		—		1.0		—		1.6		0.2
Trust preferred	—		—		—		—		—		—
Customer-related debt	1.0		5.2		1.5		4.4		2.5		4.9
Local country and other	—		0.3		0.7		—		0.1		0.1
Total parent and other	$	1.2	$	10.1	$	6.7	$	4.4	$	7.7	$	10.7
Bank
FHLB borrowings	$	—	$	—	$	1.5	$	1.5	$	6.5	$	3.9
Securitizations	2.6		—		0.1		1.0		2.9		2.8
Citibank benchmark senior debt	2.5		5.0		2.3		—		—		2.5
Local country and other	0.3		0.5		0.4		0.7		0.8		0.8
Total bank	$	5.4	$	5.5	$	4.2	$	3.2	$	10.2	$	10.1
Total	$	6.6	$	15.6	$	10.9	$	7.6	$	17.9	$	20.8

The table below shows Citi’s aggregate long-term debt maturities (including repurchases and redemptions) during the first quarter of 2019, as well as its aggregate expected annual long-term debt maturities as of March 31, 2019:



	1Q19		Maturities
In billions of dollars	1Q19		2019		2020		2021		2022		2023		2024		Thereafter		Total
Parent and other
Benchmark debt:
Senior debt	$	0.2	$	13.9	$	8.8	$	14.2	$	9.3	$	12.5	$	7.0	$	44.0	$	109.7
Subordinated debt	—		—		—		—		0.7		1.1		0.8		22.2		$	24.9
Trust preferred	—		—		—		—		—		—		—		1.7		1.7
Customer-related debt	1.0		0.6		5.1		6.2		3.9		3.5		3.1		20.1		42.4
Local country and other	—		1.4		0.5		—		0.1		0.1		—		1.2		3.3
Total parent and other	$	1.2	$	15.9	$	14.4	$	20.4	$	13.9	$	17.2	$	10.9	$	89.3	$	182.0
Bank
FHLB borrowings	$	—	$	5.6	$	4.9	$	—	$	—	$	—	$	—	$	—	$	10.5
Securitizations	2.6		5.3		4.5		7.2		2.2		2.5		1.2		2.9		25.9
Citibank benchmark debt	2.5		2.2		8.7		6.1		1.8		—		2.6		—		21.4
Local country and other	0.3		0.3		0.8		1.7		0.3		0.3		0.1		0.4		3.8
Total bank	$	5.4	$	13.4	$	18.9	$	14.9	$	4.3	$	2.7	$	3.9	$	3.3	$	61.5
Total long-term debt	$	6.6	$	29.3	$	33.3	$	35.3	$	18.2	$	19.9	$	14.8	$	92.6	$	243.6

Secured Funding Transactions and Other Short-Term Borrowings

Citi supplements its primary sources of funding with short-term borrowings. Short-term borrowings generally include (i) secured funding transactions (securities loaned or sold under agreements to repurchase, or repos) and (ii) to a lesser extent, short-term borrowings consisting of commercial paper and borrowings from the FHLB and other market participants.

Outside of secured funding transactions, Citi’s short-term borrowings of $39 billion increased 9% from $36 billion year-over-year and 22% from $32 billion sequentially. The increase year-over-year and sequential increases were driven by Citi’s commercial paper programs, including the introduction of a commercial paper program in Citi’s broker-dealer. Sequentially, the increase was also driven by FHLB advances (see Note 16 to the Consolidated Financial Statements for further information on Citigroup’s and its affiliates’ outstanding short-term borrowings).

Secured Funding

Secured funding is primarily accessed through Citi’s broker-dealer subsidiaries to fund efficiently both secured lending activity and a portion of the securities inventory held in the context of market making and customer activities. Citi also executes a smaller portion of its secured funding transactions through its bank entities, which is typically collateralized by foreign government debt securities. Generally, daily changes in the level of Citi’s secured funding are primarily due to fluctuations in secured lending activity in the matched book (as described below) and securities inventory.

Secured funding of $190 billion as of March 31, 2019 increased 11% from the prior-year period and 7% sequentially. Excluding the impact of FX translation, secured funding increased 16% from the prior-year period and 7% sequentially, both driven by normal business activity. Average balances for secured funding were approximately $184 billion for the quarter ended March 31, 2019.

The portion of secured funding in the broker-dealer subsidiaries that funds secured lending is commonly referred to as “matched book” activity. The majority of this activity is secured by high-quality liquid securities such as U.S. Treasury securities, U.S. agency securities and foreign government debt securities. Other secured funding is secured by less-liquid securities, including equity securities, corporate bonds and asset-backed securities. The tenor of Citi’s matched book liabilities is generally equal to or longer than the tenor of the corresponding matched book assets.

The remainder of the secured funding activity in the broker-dealer subsidiaries serves to fund securities inventory held in the context of market making and customer activities. To maintain reliable funding under a wide range of market conditions, including under periods of stress, Citi manages these activities by taking into consideration the quality of the underlying collateral and stipulating financing tenor. The weighted average maturity of Citi’s secured funding of less-liquid securities inventory was greater than 110 days as of March 31, 2019.

Citi manages the risks in its secured funding by conducting daily stress tests to account for changes in capacity, tenors, haircut, collateral profile and client actions. Additionally, Citi maintains counterparty diversification by establishing concentration triggers and assessing counterparty reliability and stability under stress. Citi generally sources secured funding from more than 150 counterparties.

Credit Ratings

While not included in the table below, the long- and short-term ratings of Citigroup Global Markets Holdings Inc. (CGMHI) were BBB+/A-2 at Standard & Poor’s and A/F1 at Fitch as of March 31, 2019.

Ratings as of March 31, 2019



	Citigroup Inc.			Citibank, N.A.
	Senior debt	Commercial paper	Outlook	Long- term	Short- term	Outlook
Fitch Ratings (Fitch)	A	F1	Stable	A+	F1	Stable
Moody’s Investors Service (Moody’s)	A3	P-2	Stable	Aa3	P-1	Stable
Standard & Poor’s (S&P)	BBB+	A-2	Stable	A+	A-1	Stable

Potential Impacts of Ratings Downgrades

Ratings downgrades by Moody’s, Fitch or S&P could negatively impact Citigroup’s and/or Citibank’s funding and liquidity due to reduced funding capacity, including derivative triggers, which could take the form of cash obligations and collateral requirements.

The following information is provided for the purpose of analyzing the potential funding and liquidity impact to Citigroup and Citibank of a hypothetical, simultaneous

ratings downgrade across all three major rating agencies. This analysis is subject to certain estimates, estimation methodologies, judgments and uncertainties. Uncertainties include potential ratings limitations that certain entities may have with respect to permissible counterparties, as well as general subjective counterparty behavior. For example, certain corporate customers and markets counterparties could re-evaluate their business relationships with Citi and limit transactions in certain contracts or market instruments with Citi. Changes in counterparty behavior could impact Citi’s funding and liquidity, as well as the results of operations of certain of its businesses. The actual impact to Citigroup or Citibank is unpredictable and may differ materially from the potential funding and liquidity impacts described below. For additional information on the impact of credit rating changes on Citi and its applicable subsidiaries, see “Risk Factors— Liquidity Risks” in Citi’s 2018 Annual Report on Form 10-K.

Citigroup Inc. and Citibank—Potential Derivative Triggers

As of March 31, 2019, Citi estimates that a hypothetical one-notch downgrade of the senior debt/long-term rating of Citigroup Inc. across all three major rating agencies could impact Citigroup’s funding and liquidity due to derivative triggers by approximately $0.3 billion, compared to $0.2 billion as of December 31, 2018. Other funding sources, such as secured financing transactions and other margin requirements, for which there are no explicit triggers, could also be adversely affected.

As of March 31, 2019, Citi estimates that a hypothetical one-notch downgrade of the senior debt/long-term rating of Citibank across all three major rating agencies could impact Citibank’s funding and liquidity by approximately $0.5 billion, unchanged from December 31, 2018.

In total, Citi estimates that a one-notch downgrade of Citigroup and Citibank, across all three major rating agencies, could result in increased aggregate cash obligations and collateral requirements of approximately $0.8 billion, compared to $0.7 billion as of December 31, 2018 (see also Note 19 to the Consolidated Financial Statements). As detailed under “High-Quality Liquid Assets” above, the liquidity resources that are eligible for inclusion in the calculation of Citi’s consolidated HQLA were approximately $320 billion for Citibank and approximately $75 billion for Citi’s non-bank and other entities, for a total of approximately $395 billion for the quarter ended March 31, 2019. These liquidity resources are available in part as a contingency for the potential events described above.

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

substantially reduce the funding and liquidity risk, if any, of the potential downgrades described above.

Citibank—Additional Potential Impacts

In addition to the above derivative triggers, Citi believes that a potential downgrade of Citibank’s senior debt/long-term rating across any of the three major rating agencies could also have an adverse impact on the commercial paper/short-term rating of Citibank. As of March 31, 2019, Citibank had liquidity commitments of approximately $13.1 billion to consolidated asset-backed commercial paper conduits, compared to $13.2 billion as of December 31, 2018 (as referenced in Note 18 to the Consolidated Financial Statements).

In addition to the above-referenced liquidity resources of certain Citibank entities, Citibank could reduce the funding and liquidity risk, if any, of the potential downgrades described above through mitigating actions, including repricing or reducing certain commitments to commercial paper conduits. In the event of the potential downgrades described above, Citi believes that certain corporate customers could re-evaluate their deposit relationships with Citibank. This re-evaluation could result in clients adjusting their discretionary deposit levels or changing their depository institution, which could potentially reduce certain deposit levels at Citibank. However, Citi could choose to adjust pricing, offer alternative deposit products to its existing customers or seek to attract deposits from new customers, in addition to the mitigating actions referenced above.

MARKET RISK

Market risk emanates from both Citi’s trading and non-trading portfolios. For additional information on market risk and market risk management at Citi, see “Market Risk” and “Risk Factors” in Citi’s 2018 Annual Report on Form 10-K.

Market Risk of Non-Trading Portfolios

The following table sets forth the estimated impact to Citi’s net interest revenue, AOCI and the Common Equity Tier 1 Capital ratio (on a fully implemented basis), each assuming an unanticipated parallel instantaneous 100 basis point (bps) increase in interest rates:



In millions of dollars, except as otherwise noted	Mar. 31, 2019			Dec. 31, 2018			Mar. 31, 2018
Estimated annualized impact to net interest revenue
U.S. dollar⁽¹⁾	$	527		$	758		$	1,243
All other currencies	677			661			651
Total	$	1,204		$	1,419		$	1,894
As a percentage of average interest-earning assets	0.07		%	0.08		%	0.11		%
Estimated initial impact to AOCI (after-tax)⁽²⁾	$	(3,828	)	$	(3,920	)	$	(4,955	)
Estimated initial impact on Common Equity Tier 1 Capital ratio (bps)	(25		)	(28		)	(33		)

(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 $(204) million for a 100 bps instantaneous increase in interest rates as of March 31, 2019.


(2)	Includes the effect of changes in interest rates on AOCI related to investment securities, cash flow hedges and pension liability adjustments.

The estimated impact to net interest revenue decreased on a sequential basis, reflecting changes in balance sheet composition, including increased sensitivity in deposits combined with Citi Treasury positioning. The decrease in the estimated impact to AOCI primarily reflected changes to the positioning of Citi Treasury’s investment securities and related interest rate derivatives portfolio.

In the event of an unanticipated parallel instantaneous 100 bps increase in interest rates, Citi expects that the negative impact to AOCI would be offset in stockholders’ equity through the combination of expected incremental net interest

revenue and the expected recovery of the impact on AOCI through accretion of Citi’s investment portfolio over a period of time. As of March 31, 2019, Citi expects that the negative $3.8 billion impact to AOCI in such a scenario could potentially be offset over approximately 21 months.

The following table sets forth the estimated impact to Citi’s net interest revenue, AOCI and the Common Equity Tier 1 Capital ratio (on a fully implemented basis) under five different changes in interest rate scenarios for the U.S. dollar and Citi’s other currencies.



In millions of dollars, except as otherwise noted	Scenario 1			Scenario 2			Scenario 3			Scenario 4			Scenario 5
Overnight rate change (bps)	100			100			—			—			(100		)
10-year rate change (bps)	100			—			100			(100		)	(100		)
Estimated annualized impact to net interest revenue
U.S. dollar	$	527		$	481		$	35		$	(52	)	$	(810	)
All other currencies	677			628			39			(39		)	(532		)
Total	$	1,204		$	1,109		$	74		$	(91	)	$	(1,342	)
Estimated initial impact to AOCI (after-tax)⁽¹⁾	$	(3,828	)	$	(2,312	)	$	(1,620	)	$	1,116		$	3,141
Estimated initial impact to Common Equity Tier 1 Capital ratio (bps)	(25		)	(15		)	(11		)	7			19

Note: Each scenario assumes that the rate change will occur instantaneously. Changes in interest rates for maturities between the overnight rate and the 10-year rate are interpolated.


(1)	Includes the effect of changes in interest rates on AOCI related to investment securities, cash flow hedges and pension liability adjustments.

As shown in the table above, the magnitude of the impact to Citi’s net interest revenue and AOCI is greater under scenario 2 as compared to scenario 3. This is because the combination of changes to Citi’s investment portfolio, partially offset by changes related to Citi’s pension liabilities, results in a net position that is more sensitive to rates at shorter- and intermediate-term maturities.

Changes in Foreign Exchange Rates—Impacts on AOCI and Capital

As of March 31, 2019, Citi estimates that an unanticipated parallel instantaneous 5% appreciation of the U.S. dollar against all of the other currencies in which Citi has invested capital could reduce Citi’s tangible common equity (TCE) by approximately $1.5 billion, or 1.0%, as a result of changes to Citi’s foreign currency translation adjustment in AOCI, net of hedges. This impact would be primarily due to changes in the value of the Mexican peso, the Euro and the Indian rupee.

This impact is also before any mitigating actions Citi may take, including ongoing management of its foreign currency translation exposure. Specifically, as currency movements change the value of Citi’s net investments in foreign currency-denominated capital, these movements also change the value of Citi’s risk-weighted assets denominated in those currencies. This, coupled with Citi’s foreign currency hedging strategies, such as foreign currency borrowings, foreign currency forwards and other currency hedging instruments, lessens the impact of foreign currency movements on Citi’s Common Equity Tier 1 Capital ratio. Changes in these hedging strategies, as well as hedging costs, divestitures and tax impacts, can further affect the actual impact of changes in foreign exchange rates on Citi’s capital as compared to an unanticipated parallel shock, as described above.

The effect of Citi’s ongoing management strategies with respect to changes in foreign exchange rates and the impact of these changes on Citi’s TCE and Common Equity Tier 1 Capital ratio are shown in the table below. For additional information on the changes in AOCI, see Note 17 to the Consolidated Financial Statements.



	For the quarter ended
In millions of dollars, except as otherwise noted	Mar. 31, 2019			Dec. 31, 2018			Mar. 31, 2018
Change in FX spot rate⁽¹⁾	0.4		%	(1.6		)%	2.5		%
Change in TCE due to FX translation, net of hedges	$	65		$	(491	)	$	676
As a percentage of TCE	—		%	(0.3		)%	0.4		%
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		)	(2		)


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

Interest Revenue/Expense and Net Interest Margin (NIM)



	1st Qtr.				4th Qtr.				1st Qtr.				Change
In millions of dollars, except as otherwise noted	2019				2018				2018				1Q19 vs. 1Q18
Interest revenue⁽¹⁾	$	19,140			$	18,845			$	16,396			17	%
Interest expense⁽²⁾	7,317				6,853				5,160				42
Net interest revenue	$	11,823			$	11,992			$	11,236			5	%
Interest revenue—average rate⁽³⁾	4.40		%		4.26		%		3.85		%		55		bps
Interest expense—average rate	2.10				1.95				1.56				54		bps
Net interest margin⁽³⁾⁽⁴⁾	2.72				2.71				2.64				8		bps
Interest-rate benchmarks
Two-year U.S. Treasury note—average rate	2.49		%		2.80		%		2.16		%		33		bps
10-year U.S. Treasury note—average rate	2.65				3.04				2.76				(11	)	bps
10-year vs. two-year spread	16			bps	24			bps	60			bps

Note: All interest expense amounts include FDIC, as well as other similar deposit insurance assessments outside of the U.S. As of the fourth quarter of 2018, Citi’s FDIC surcharge was eliminated (approximately $130 million per quarter).


(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 2019 and 2018) of $64 million, $69 million and $64 million for the three months ended March 31, 2019, December 31, 2018 and March 31, 2018, 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 with any changes in fair value as part of Principal transactions in the Consolidated Statement of Income and is therefore not reflected in Interest expense in the table above.


(3)	The average rate on interest revenue and net interest margin reflects the taxable equivalent gross-up adjustment. See footnote 1 on “Average Balances and Interest Rates—Assets” below.


(4)	Citi’s net interest margin (NIM) is calculated by dividing net interest revenue by average interest-earning assets.

Citi’s net interest revenue in the first quarter of 2019 increased 5% to $11.8 billion (as set forth in the table above, up 5% on a taxable equivalent basis) versus the prior-year period. Excluding the impact of FX translation, net interest revenue increased 8%, or approximately $860 million. The increase in net interest revenue was driven mainly by higher interest rates, loan growth and a favorable loan mix as well as the impact of elimination of the FDIC surcharge. The increase was partially offset by a modest decrease from the lower trading-related net interest revenue and the continued wind-down of legacy assets.

As set forth above, Citi’s NIM was 2.72% on a taxable equivalent basis in the first quarter of 2019, an increase of 1 basis point from the prior quarter. The increase reflected higher rates and improved loan mix.

Additional Interest Rate Details

Average Balances and Interest Rates—Assets^(1)(2)(3)

Taxable Equivalent Basis



	Average volume						Interest revenue						% Average rate
	1st Qtr.		4th Qtr.		1st Qtr.		1st Qtr.		4th Qtr.		1st Qtr.		1st Qtr.		4th Qtr.		1st Qtr.
In millions of dollars, except rates	2019		2018		2018		2019		2018		2018		2019		2018		2018
Assets
Deposits with banks⁽⁴⁾	$	171,369	$	175,251	$	170,867	$	607	$	649	$	432	1.44	%	1.47	%	1.03	%
Federal funds sold and securities borrowed or purchased under agreements to resell⁽⁵⁾
In U.S. offices	$	152,530	$	151,760	$	140,357	$	1,262	$	1,202	$	713	3.36	%	3.14	%	2.06	%
In offices outside the U.S.⁽⁴⁾	123,109		124,372		113,920		528		490		326		1.74		1.56		1.16
Total	$	275,639	$	276,132	$	254,277	$	1,790	$	1,692	$	1,039	2.63	%	2.43	%	1.66	%
Trading account assets⁽⁶⁾⁽⁷⁾
In U.S. offices	$	95,904	$	93,877	$	97,558	$	940	$	938	$	869	3.98	%	3.96	%	3.61	%
In offices outside the U.S.⁽⁴⁾	124,673		112,983		118,603		752		567		512		2.45		1.99		1.75
Total	$	220,577	$	206,860	$	216,161	$	1,692	$	1,505	$	1,381	3.11	%	2.89	%	2.59	%
Investments
In U.S. offices
Taxable	$	225,733	$	232,169	$	229,407	$	1,509	$	1,449	$	1,224	2.71	%	2.48	%	2.16	%
Exempt from U.S. income tax	16,287		16,838		17,531		129		181		170		3.21		4.26		3.93
In offices outside the U.S.⁽⁴⁾	108,988		103,144		105,307		940		907		877		3.50		3.49		3.38
Total	$	351,008	$	352,151	$	352,245	$	2,578	$	2,537	$	2,271	2.98	%	2.86	%	2.61	%
Loans (net of unearned income)⁽⁸⁾
In U.S. offices	$	393,398	$	392,460	$	380,357	$	7,649	$	7,606	$	6,732	7.89	%	7.69	%	7.18	%
In offices outside the U.S.⁽⁴⁾	285,811		283,014		287,568		4,341		4,375		4,177		6.16		6.13		5.89
Total	$	679,209	$	675,474	$	667,925	$	11,990	$	11,981	$	10,909	7.16	%	7.04	%	6.62	%
Other interest-earning assets⁽⁹⁾	$	66,925	$	69,243	$	66,761	$	483	$	481	$	364	2.93	%	2.76	%	2.21	%
Total interest-earning assets	$	1,764,727	$	1,755,111	$	1,728,236	$	19,140	$	18,845	$	16,396	4.40	%	4.26	%	3.85	%
Non-interest-earning assets⁽⁶⁾	$	174,687	$	181,680	$	175,987
Total assets	$	1,939,414	$	1,936,791	$	1,904,223


(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 2019 and 2018) of $64 million, $69 million and $64 million for the three months ended March 31, 2019, December 31, 2018 and March 31, 2018, 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 Balances and Interest Rates—Liabilities and Equity, and Net Interest Revenue^(1)(2)(3)

Taxable Equivalent Basis



	Average volume						Interest expense						% Average rate
	1st Qtr.		4th Qtr.		1st Qtr.		1st Qtr.		4th Qtr.		1st Qtr.		1st Qtr.		4th Qtr.		1st Qtr.
In millions of dollars, except rates	2019		2018		2018		2019		2018		2018		2019		2018		2018
Liabilities
Deposits
In U.S. offices⁽⁴⁾	$	366,247	$	354,613	$	323,355	$	1,489	$	1,331	$	897	1.65	%	1.49	%	1.13	%
In offices outside the U.S.⁽⁵⁾	473,142		463,533		446,416		1,538		1,464		1,100		1.32		1.25		1.00
Total	$	839,389	$	818,146	$	769,771	$	3,027	$	2,795	$	1,997	1.46	%	1.36	%	1.05	%
Federal funds purchased and securities loaned or sold under agreements to repurchase⁽⁶⁾
In U.S. offices	$	111,033	$	104,647	$	99,015	$	1,107	$	1,048	$	604	4.04	%	3.97	%	2.47	%
In offices outside the U.S.⁽⁵⁾	72,904		72,411		65,450		482		418		345		2.68		2.29		2.14
Total	$	183,937	$	177,058	$	164,465	$	1,589	$	1,466	$	949	3.50	%	3.28	%	2.34	%
Trading account liabilities⁽⁷⁾⁽⁸⁾
In U.S. offices	$	40,163	$	40,735	$	33,996	$	196	$	178	$	127	1.98	%	1.73	%	1.52	%
In offices outside the U.S.⁽⁵⁾	55,127		59,157		57,725		131		99		88		0.96		0.66		0.62
Total	$	95,290	$	99,892	$	91,721	$	327	$	277	$	215	1.39	%	1.10	%	0.95	%
Short-term borrowings⁽⁹⁾
In U.S. offices	$	75,440	$	80,903	$	89,202	$	571	$	555	$	389	3.07	%	2.72	%	1.77	%
In offices outside the U.S.⁽⁵⁾	23,740		23,693		23,482		81		82		82		1.38		1.37		1.42
Total	$	99,180	$	104,596	$	112,684	$	652	$	637	$	471	2.67	%	2.42	%	1.70	%
Long-term debt⁽¹⁰⁾
In U.S. offices	$	191,903	$	193,317	$	199,924	$	1,685	$	1,637	$	1,482	3.56	%	3.36	%	3.01	%
In offices outside the U.S.⁽⁵⁾	5,060		4,857		4,353		37		41		46		2.97		3.35		4.29
Total	$	196,963	$	198,174	$	204,277	$	1,722	$	1,678	$	1,528	3.55	%	3.36	%	3.03	%
Total interest-bearing liabilities	$	1,414,759	$	1,397,866	$	1,342,918	$	7,317	$	6,853	$	5,160	2.10	%	1.95	%	1.56	%
Demand deposits in U.S. offices	$	26,893	$	32,629	$	35,528
Other non-interest-bearing liabilities⁽⁷⁾	301,259		310,369		324,002
Total liabilities	$	1,742,911	$	1,740,864	$	1,702,448
Citigroup stockholders’ equity	$	195,705	$	195,101	$	200,833
Noncontrolling interest	798		827		942
Total equity	$	196,503	$	195,928	$	201,775
Total liabilities and stockholders’ equity	$	1,939,414	$	1,936,792	$	1,904,223
Net interest revenue as a percentage of average interest-earning assets⁽¹¹⁾
In U.S. offices	$	996,567	$	1,007,400	$	973,752	$	7,232	$	7,423	$	6,717	2.94	%	2.92	%	2.80	%
In offices outside the U.S.⁽⁶⁾	768,160		747,711		754,484		4,591		4,569		4,519		2.42		2.42		2.43
Total	$	1,764,727	$	1,755,111	$	1,728,236	$	11,823	$	11,992	$	11,236	2.72	%	2.71	%	2.64	%


(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 2019 and 2018) of $64 million, $69 million and $64 million for the three months ended March 31, 2019, December 31, 2018 and March 31, 2018, 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.

Analysis of Changes in Interest Revenue^(1)(2)(3)



	1st Qtr. 2019 vs. 4th Qtr. 2018									1st Qtr. 2019 vs. 1st Qtr. 2018
	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⁾	$	(14	)	$	(28	)	$	(42	)	$	1		$	174	$	175
Federal funds sold and securities borrowed or purchased under agreements to resell
In U.S. offices	$	6		$	54		$	60		$	67		$	482	$	549
In offices outside the U.S.⁽⁴⁾	(5		)	43			38			28			174		202
Total	$	1		$	97		$	98		$	95		$	656	$	751
Trading account assets⁽⁵⁾
In U.S. offices	$	20		$	(18	)	$	2		$	(15	)	$	86	$	71
In offices outside the U.S.⁽⁴⁾	63			122			185			27			213		240
Total	$	83		$	104		$	187		$	12		$	299	$	311
Investments⁽¹⁾
In U.S. offices	$	(46	)	$	54		$	8		$	(28	)	$	272	$	244
In offices outside the U.S.⁽⁴⁾	51			(18		)	33			31			32		63
Total	$	5		$	36		$	41		$	3		$	304	$	307
Loans (net of unearned income)⁽⁶⁾
In U.S. offices	$	18		$	25		$	43		$	237		$	680	$	917
In offices outside the U.S.⁽⁴⁾	43			(77		)	(34		)	(26		)	190		164
Total	$	61		$	(52	)	$	9		$	211		$	870	$	1,081
Other interest-earning assets⁽⁷⁾	$	(16	)	$	18		$	2		$	1		$	118	$	119
Total interest revenue	$	120		$	175		$	295		$	323		$	2,421	$	2,744


(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 2019 and 2018 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.

Analysis of Changes in Interest Expense and Net Interest Revenue^(1)(2)(3)



	1st Qtr. 2019 vs. 4th Qtr. 2018									1st Qtr. 2019 vs. 1st Qtr. 2018
	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	$	45		$	113		$	158		$	131		$	461		$	592
In offices outside the U.S.⁽⁴⁾	31			43			74			69			369			438
Total	$	76		$	156		$	232		$	200		$	830		$	1,030
Federal funds purchased and securities loaned or sold under agreements to repurchase
In U.S. offices	$	64		$	(5	)	$	59		$	81		$	422		$	503
In offices outside the U.S.⁽⁴⁾	3			61			64			42			95			137
Total	$	67		$	56		$	123		$	123		$	517		$	640
Trading account liabilities⁽⁵⁾
In U.S. offices	$	(3	)	$	21		$	18		$	26		$	43		$	69
In offices outside the U.S.⁽⁴⁾	(7		)	39			32			(4		)	47			43
Total	$	(10	)	$	60		$	50		$	22		$	90		$	112
Short-term borrowings⁽⁶⁾
In U.S. offices	$	(39	)	$	55		$	16		$	(68	)	$	250		$	182
In offices outside the U.S.⁽⁴⁾	—			(1		)	(1		)	1			(2		)	(1		)
Total	$	(39	)	$	54		$	15		$	(67	)	$	248		$	181
Long-term debt
In U.S. offices	$	(12	)	$	60		$	48		$	(61	)	$	264		$	203
In offices outside the U.S.⁽⁴⁾	2			(6		)	(4		)	7			(16		)	(9		)
Total	$	(10	)	$	54		$	44		$	(54	)	$	248		$	194
Total interest expense	$	84		$	380		$	464		$	224		$	1,933		$	2,157
Net interest revenue	$	36		$	(205	)	$	(169	)	$	100		$	487		$	587


(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 2019 and 2018 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.

Market Risk of Trading Portfolios

Value at Risk

As of March 31, 2019, Citi estimates that the conservative features of its VAR calibration contributed an approximate 26% add-on to what would be a VAR estimated under the assumption of stable and perfectly normal distributed markets. As of December 31, 2018, the add-on was 20%.

As set forth in the table below, Citi's average trading VAR as of March 31, 2019 decreased compared to December 31, 2018. The decrease was mainly due to lower interest rate risk in the Markets businesses within ICG. The decrease of average trading and credit portfolio VAR was in line with the decrease in average trading VAR.

Quarter-end and Average Trading VAR and Trading and Credit Portfolio VAR



				First Quarter						Fourth Quarter						First Quarter
In millions of dollars	March 31, 2019			2019 Average			December 31, 2018			2018 Average			March 31, 2018			2018 Average
Interest rate	$	32		$	37		$	48		$	54		$	84		$	68
Credit spread	43			48			55			51			52			49
Covariance adjustment⁽¹⁾	(21		)	(23		)	(23		)	(22		)	(24		)	(25		)
Fully diversified interest rate and credit spread⁽²⁾	$	54		$	62		$	80		$	83		$	112		$	92
Foreign exchange	15			26			18			21			33			30
Equity	20			17			25			23			20			22
Commodity	30			28			23			20			19			20
Covariance adjustment⁽¹⁾	(66		)	(67		)	(66		)	(65		)	(73		)	(71		)
Total trading VAR—all market risk factors, including general and specific risk (excluding credit portfolios)⁽²⁾	$	53		$	66		$	80		$	82		$	111		$	93
Specific risk-only component⁽³⁾	$	2		$	3		$	4		$	78		$	3		$	3
Total trading VAR—general market risk factors only (excluding credit portfolios)	$	51		$	63		$	76		$	4		$	108		$	90
Incremental impact of the credit portfolio⁽⁴⁾	$	14		$	15		$	18		$	13		$	5		$	9
Total trading and credit portfolio VAR	$	67		$	81		$	98		$	95		$	116		$	102

(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 including Citi Treasury, the CVA relating to derivative counterparties and all associated CVA hedges. FVA and DVA are not included. The credit portfolio also includes hedges to the loan portfolio, fair value option loans and hedges to the leveraged finance pipeline within capital markets origination in ICG.

The table below provides the range of market factor VARs associated with Citi’s total trading VAR, inclusive of specific risk:



	First Quarter				Fourth Quarter				First Quarter
	2019				2018				2018
In millions of dollars	Low		High		Low		High		Low		High
Interest rate	$	30	$	58	$	34	$	81	$	50	$	89
Credit spread	41		55		45		53		45		53
Fully diversified interest rate and credit spread	$	51	$	89	$	61	$	106	$	78	$	117
Foreign exchange	15		34		15		26		24		44
Equity	10		29		17		33		16		32
Commodity	19		43		17		23		16		23
Total trading	$	53	$	87	$	62	$	102	$	79	$	118
Total trading and credit portfolio	62		103		74		112		88		124

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

The following table provides the VAR for ICG, excluding the CVA relating to derivative counterparties, hedges of CVA, fair value option loans and hedges to the loan portfolio:



In millions of dollars	Mar. 31, 2019
Total—all market risk factors, including general and specific risk
Average—during quarter	$	65
High—during quarter	86
Low—during quarter	53

Regulatory VAR Back-testing

In accordance with Basel III, Citi is required to perform back-testing to evaluate the effectiveness of its Regulatory VAR model. Regulatory VAR back-testing is the process in which the daily one-day VAR, at a 99% confidence interval, is compared to the buy-and-hold profit and loss (i.e., the profit and loss impact if the portfolio is held constant at the end of the day and re-priced the following day). Buy-and-hold profit and loss represents the daily mark-to-market profit and loss attributable to price movements in covered positions from the close of the previous business day. Buy-and-hold profit and loss excludes realized trading revenue, net interest, fees and commissions, intra-day trading profit and loss and changes in reserves.

Based on a 99% confidence level, Citi would expect two to three days in any one year where buy-and-hold losses exceeded the Regulatory VAR. Given the conservative calibration of Citi’s VAR model (as a result of taking the greater of short- and long-term volatilities and fat-tail scaling of volatilities), Citi would expect fewer exceptions under normal and stable market conditions. Periods of unstable market conditions could increase the number of back-testing exceptions.

As of March 31, 2019, there was one back-testing exception observed for Citi’s Regulatory VAR for the prior 12 months, due to market moves triggered by political events in Italy.

STRATEGIC RISK

For additional information on strategic risk at Citi, see “Strategic Risk” in Citi’s 2018 Annual Report on Form 10-K.

Country Risk

Top 25 Country Exposures

The following table presents Citi’s top 25 exposures by

country (excluding the U.S.) as of March 31, 2019. The total exposure as of March 31, 2019 to the top 25 countries disclosed below in combination with the U.S., would represent approximately 96% of Citi’s exposure to all countries. For purposes of the table, loan amounts are reflected in the country where the loan is booked, which is generally based on the domicile of the borrower. For example, a loan to a Chinese subsidiary of a Switzerland-based corporation will generally be categorized as a loan in China. In addition, Citi has

developed regional booking centers in certain countries, most significantly in the United Kingdom (U.K.) and Ireland, in order to more efficiently serve its corporate customers. As an

example, with respect to the U.K., only 31% of corporate

loans presented in the table below are to U.K. domiciled

entities (33% for unfunded commitments), with the balance of

the loans predominately to European domiciled counterparties.

Approximately 84% of the total U.K. funded loans and 91% of

the total U.K. unfunded commitments were investment grade

as of March 31, 2019. Trading account assets and investment securities are generally categorized based on the domicile of the issuer of the security of the underlying reference entity. For additional information on the assets included in the table, see the footnotes to the table below.



In billions of 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 1Q19		Total as of 4Q18		Total as of 1Q18		Total as a % of Citi as of 1Q19
United Kingdom	$	41.1	$	—	$	4.9	$	62.9	$	16.5	$	(4.4	)	$	4.9	$	(3.6	)	$	122.3	$	111.6	$	125.7	7.5	%
Mexico	10.0		25.2		0.3		8.1		0.5		(0.7		)	13.7		6.3			63.4		59.6		63.9		3.9
Hong Kong	17.7		13.2		0.8		8.2		1.1		(0.4		)	7.1		2.6			50.3		48.1		45.9		3.1
Singapore	12.2		12.7		0.2		4.7		1.1		(0.2		)	8.6		1.7			41.0		40.7		43.0		2.5
Korea	1.9		18.1		0.2		2.4		1.5		(0.4		)	9.5		0.5			33.7		33.8		35.8		2.1
Ireland	13.3		—		0.8		18.2		0.4		—			—		0.8			33.5		33.7		32.6		2.1
India	4.8		7.1		0.8		5.7		2.1		(0.7		)	9.5		2.7			32.0		30.2		31.7		2.0
Brazil	12.7		—		—		2.9		5.3		(0.9		)	3.5		3.3			26.8		26.0		26.9		1.7
Australia	5.6		9.9		0.2		6.8		1.2		(0.4		)	1.5		(1.9		)	22.9		23.5		24.6		1.4
Germany	0.4		—		0.1		6.1		3.6		(3.4		)	9.1		6.3			22.2		17.4		14.7		1.4
Taiwan	5.1		8.8		0.1		1.1		0.5		(0.1		)	1.2		0.9			17.6		17.4		20.3		1.1
China	6.4		4.7		0.4		1.7		0.8		(0.4		)	4.4		(0.6		)	17.4		18.0		19.8		1.1
Canada	2.3		0.6		0.4		6.8		2.4		(0.4		)	2.7		0.5			15.3		16.0		15.6		0.9
Poland	3.8		1.9		0.1		3.9		0.1		(0.1		)	4.3		1.3			15.3		13.2		14.7		0.9
Japan	2.6		—		0.1		2.7		3.7		(1.5		)	6.2		0.6			14.4		17.6		18.4		0.9
United Arab Emirates	7.1		1.5		0.1		3.5		0.2		(0.1		)	—		0.1			12.4		9.6		11.0		0.8
Malaysia	1.8		4.6		0.3		1.2		0.1		(0.1		)	1.4		0.7			10.0		10.0		10.0		0.6
Jersey	7.0		—		0.3		2.7		0.1		(0.2		)	—		—			9.9		10.4		9.0		0.6
Thailand	0.8		2.5		0.1		1.6		—		—			1.4		0.4			6.8		7.4		7.4		0.4
Indonesia	2.3		1.0		—		1.5		—		(0.1		)	1.2		0.2			6.1		6.3		6.5		0.4
Philippines	0.6		1.3		0.1		0.4		1.3		—			1.8		0.4			5.9		5.3		4.3		0.4
Russia	2.1		0.9		—		0.8		0.4		(0.1		)	0.7		(0.1		)	4.7		4.6		5.5		0.3
Luxembourg	—		—		—		—		0.8		(0.3		)	3.2		0.3			4.0		4.9		5.7		0.2
South Africa	1.2		—		0.1		0.9		0.2		(0.1		)	1.6		—			3.9		4.5		4.7		0.2
Argentina	1.7		—		—		0.1		0.6		—			—		0.9			3.3		3.4		4.3		0.2
Total																									36.7	%


(1)	ICG loans reflect funded corporate loans and private bank loans, net of unearned income. As of March 31, 2019, private bank loans in the table above totaled $26.5 billion, concentrated in Hong Kong ($8.2 billion), Singapore ($6.8 billion) and the U.K. ($6.4 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.

Venezuela

Citi continues to monitor the political and economic environment and uncertainties in Venezuela. As of December 31, 2018, Citi’s net investment in its on-shore Venezuelan operations was approximately $40 million. In addition, in early 2015, the Central Bank of Venezuela (BCV) sold gold held at the Bank of England to a Citi entity in the U.K., giving Citi ownership and full legal title to the gold for $1.6 billion. Simultaneously, the BCV entered into forward purchase agreements (collectively, the Agreements) with Citi, requiring the BCV to purchase the same quantity of gold from Citi on predetermined dates. The next and final such date will be in April 2020 at which time the BCV will be required to purchase the remaining amount of gold from Citi under the terms of the Agreements. Citi believes it is protected against market and credit risk related to the Agreements. The Agreements were accounted for as a financing on Citi’s books under ASC 470-40.

Potential Exit of U.K. from EU

As widely reported, the U.K. and EU agreed to extend the U.K.’s scheduled exit from the EU to October 31, 2019. For additional information regarding the U.K’s potential exit from the EU, see “Risk Factors—Strategic Risk” and “Strategic Risk—Potential Exit from U.K. from EU” in Citi’s 2018 Annual Report on Form 10-K.

INCOME TAXES

Deferred Tax Assets

For additional information on Citi’s deferred tax assets (DTAs), see “Risk Factors—Strategic Risks,” “Significant Accounting Policies and Significant Estimates—Income Taxes” and Notes 1 and 9 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.

At March 31, 2019, Citigroup had recorded net DTAs of approximately $22.8 billion, a decrease of $0.1 billion from December 31, 2018. The decrease for the quarter was primarily driven by gains in Other comprehensive income.

The table below summarizes Citi’s net DTAs balance:



Jurisdiction/Component	DTAs balance
In billions of dollars	March 31, 2019		December 31, 2018
Total U.S.	$	20.6	$	20.7
Total foreign	2.2		2.2
Total	$	22.8	$	22.9

Of Citi’s total net DTAs of $22.8 billion as of March 31, 2019, $10.8 billion (primarily relating to net operating losses, foreign tax credits and general business credit carry-forwards, which Citi reduced by $0.2 billion in the current quarter) was deducted in calculating Citi’s regulatory capital. Net DTAs resulting from temporary differences are deducted from regulatory capital if in excess of the 10%/15% limitations (see “Capital Resources” above). For the quarter ended March 31, 2019, Citi did not have any such DTAs. Accordingly, the remaining $12.0 billion of net DTAs as of March 31, 2019 was not deducted in calculating regulatory capital pursuant to Basel III standards, and was appropriately risk weighted under those rules.

Effective Tax Rate

Citi’s effective tax rate for the first quarter of 2019 was 21.2%, compared to 23.7% in the prior-year period. The 21.2% was lower than the roughly 23% expected effective tax rate for 2019 due to certain discrete items. The 23% expected 2019 rate is slightly lower than 2018 due to changes in Citi’s earnings mix.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

Accounting for Financial Instruments—Credit Losses

In June 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326). The ASU introduces a new credit loss methodology, the Current Expected Credit Losses (CECL) methodology, which requires earlier recognition of credit losses, while also providing additional transparency about credit risk.

The CECL methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to-maturity debt securities and other receivables measured at amortized cost at the time the financial asset is originated or acquired. The allowance for credit losses is adjusted each period for changes in expected lifetime credit losses. This methodology replaces the multiple existing impairment methods in current GAAP, which generally require that a loss be incurred before it is recognized. Within the life cycle of a loan or other financial asset, the ASU will generally result in the earlier recognition of the provision for credit losses and the related allowance for credit losses than current practice. For available-for-sale debt securities that Citi intends to hold and where fair value is less than cost, credit-related impairment, if any, will be recognized through an allowance for credit losses and adjusted each period for changes in credit risk.

The CECL methodology represents a significant change from existing GAAP and may result in material changes to the Company’s accounting for financial instruments. The Company is evaluating the effect that ASU 2016-13 will have on its Consolidated Financial Statements and related disclosures. The impact of the ASU will, among other things, depend upon the state of the economy, forecasted macroeconomic conditions and Citi’s portfolios at the date of adoption. Based on an updated preliminary analysis performed in the first quarter of 2019 and forecasts of macroeconomic conditions and exposures at that time, the overall impact was estimated to be an approximate 20% to 30% increase in expected credit loss reserves. The ASU will be effective for Citi as of January 1, 2020. This increase would be reflected as a decrease to opening Retained earnings, net of income taxes, at January 1, 2020.

Implementation efforts are underway, including model development, fulfillment of additional data needs for new disclosures and reporting requirements, and drafting of accounting policies. Substantial progress has been made in model development. Model validations and user acceptance testing commenced in the first quarter of 2019, with parallel runs to begin in the third quarter of 2019. The Company intends to utilize a single macroeconomic scenario in estimating expected credit losses. Reasonable and supportable forecast periods and methods to revert to historical averages to arrive at lifetime expected credit losses vary by product.

For additional information on regulatory capital treatment, see “Capital Resources—Regulatory Capital Standards Developments-Regulatory Capital Treatment—Implementation and Transition of the Current Expected Credit

Losses (CECL) Methodology” in Citi’s 2018 Annual Report on Form 10-K.

Subsequent Measurement of Goodwill

In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The ASU simplifies the subsequent measurement of goodwill impairment by eliminating the requirement to calculate the implied fair value of goodwill (i.e., the current Step 2 of the goodwill impairment test) to measure a goodwill impairment charge. Under the ASU, the impairment test is the comparison of the fair value of a reporting unit with its carrying amount (the current Step 1), with the impairment charge being the deficit in fair value but not exceeding the total amount of goodwill allocated to that reporting unit. The simplified one-step impairment test applies to all reporting units (including those with zero or negative carrying amounts).

The ASU will be effective for Citi as of January 1, 2020. The impact of the ASU will depend upon the performance of Citi’s reporting units and the market conditions impacting the fair value of each reporting unit going forward.

See Note 1 to the Consolidated Financial Statements for a discussion of “Accounting Changes.”

DISCLOSURE CONTROLS AND PROCEDURES

Citi’s disclosure controls and procedures are designed to ensure that information required to be disclosed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including without limitation that information required to be disclosed by Citi in its SEC filings is accumulated and communicated to management, including the Chief Executive Officer (CEO) and Chief Financial Officer (CFO), as appropriate, to allow for timely decisions regarding required disclosure.

Citi’s Disclosure Committee assists the CEO and CFO in their responsibilities to design, establish, maintain and evaluate the effectiveness of Citi’s disclosure controls and procedures. The Disclosure Committee is responsible for, among other things, the oversight, maintenance and implementation of the disclosure controls and procedures, subject to the supervision and oversight of the CEO and CFO.

Citi’s management, with the participation of its CEO and CFO, has evaluated the effectiveness of Citigroup’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of March 31, 2019 and, based on that evaluation, the CEO and CFO have concluded that at that date, Citigroup’s disclosure controls and procedures were effective.

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

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) to the Securities Exchange Act of 1934, as amended, Citi is required to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities that are subject to sanctions under U.S. law. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable law.

During the first quarter of 2019, as a result of an operational error, the Hungarian branch of Citibank Europe plc, a subsidiary of Citibank, acting as the beneficiary bank, inadvertently processed a domestic payment within Hungary for a fee related to the operating expenses of the Iranian Embassy in Budapest. The aggregate value of the payment was HUF 135,636.00 (approximately USD 489.79). The transaction did not result in any revenue for Citi. The transaction was voluntarily self-disclosed to the U.S. Office of Foreign Asset Control (OFAC).

FORWARD-LOOKING STATEMENTS

Certain statements in this Form 10-Q, including but not limited to statements included within the Management’s Discussion and Analysis of Financial Condition and Results of Operations, are “forward-looking statements” within the meaning of the rules and regulations of the SEC. In addition, Citigroup also may make forward-looking statements in its other documents filed or furnished with the SEC, and its management may make forward-looking statements orally to analysts, investors, representatives of the media and others.

Generally, forward-looking statements are not based on historical facts but instead represent Citigroup’s and its management’s beliefs regarding future events. Such statements may be identified by words such as believe, expect, anticipate, intend, estimate, may increase, may fluctuate, target, illustrative, and similar expressions or future or conditional verbs such as will, should, would and could.

Such statements are based on management’s current expectations and are subject to risks, uncertainties and changes in circumstances. Actual results and capital and other financial conditions may differ materially from those included in these statements due to a variety of factors, including without limitation (i) the precautionary statements included within each individual business’s discussion and analysis of its results of operations above and in Citi’s 2018 Annual Report on Form 10-K; (ii) the factors listed and described under “Risk Factors” in Citi’s 2018 Annual Report on Form 10-K; and (iii) the risks and uncertainties summarized below:

•

the potential impact on Citi’s ability to return capital to common shareholders, consistent with its capital planning efforts and targets, due to, among other things, regulatory approval, Citi’s results of operations, financial condition and effectiveness in managing its level of risk-weighted assets and GSIB surcharge, potential changes to the regulatory capital framework, the CCAR process and the results of regulatory stress tests, such as the proposed integration of the annual stress testing requirements with ongoing regulatory capital requirements, including introduction of a firm-specific “stress capital buffer” (SCB), and any resulting year-to-year variability in the SCB, impact on Citi’s estimated management buffer and the impact of incorporating CECL in future stress testing requirements;

•

the ongoing regulatory and other uncertainties and changes faced by financial institutions, including Citi, in the U.S. and globally, such as potential fiscal, monetary and regulatory changes from the U.S. Presidential administration and Congress, potential changes to various aspects of the regulatory capital framework and the terms of and other uncertainties resulting from the U.K.’s potential exit from the European Union, and the potential impact these uncertainties and changes could have on Citi’s businesses, results of operations, financial condition, strategy or organizational structure and compliance risks and costs;


•	Citi’s ability to utilize its DTAs (including the foreign tax credit component of its DTAs) and thus reduce the

negative impact of the DTAs on Citi’s regulatory capital, including as a result of its ability to generate U.S. taxable income and by the provisions of and guidance issued in connection with Tax Reform;


•	the potential impact to Citi if its interpretation or application of the complex tax laws to which it is subject, such as withholding tax obligations and stamp and other transactional taxes, differs from those of the relevant governmental authorities;


•	Citi’s ability to achieve its expected results from its continued investments and efficiency initiatives, such as revenue growth and expense savings, as part of Citi’s operational and financial objectives and targets, including as a result of factors that Citi cannot control;

•

the potential impact from a deterioration in or failure to maintain Citi’s co-branding or private label credit card relationship, for example Sears, due to, among other things, external factors outside the control of either party to the relationship, including the general economic environment, declining sales and revenues or other operational difficulties of the retailer or merchant, termination of a particular relationship, or other factors, such as bankruptcies, liquidations, restructurings, consolidations or other similar events;

•

the potential impact to Citi’s businesses, credit costs, revenues or other results of operations and financial condition as a result of macroeconomic and geopolitical challenges and uncertainties and volatility, including, among others, weakening economic conditions in the U.S. or Citi’s other target markets, changes in U.S. trade policies and resulting retaliatory measures from other countries, geopolitical tensions and conflicts, changes in governmental fiscal and monetary actions, or expected actions, such as interest rate and other policies, and the terms or conditions regarding the U.K.’s potential withdrawal from the European Union;

•

the various risks faced by Citi as a result of its presence in the emerging markets, including, among others, sovereign volatility, regulatory changes and political events, foreign exchange controls, limitations on foreign investment, sociopolitical instability (including from hyperinflation), fraud, nationalization or loss of licenses, business restrictions, sanctions or asset freezes, potential criminal charges, closure of branches or subsidiaries and confiscation of assets, as well as the resulting increased compliance, regulatory and legal risks and costs;


•	Citi’s ability in its resolution plan submissions to address any deficiencies identified or future guidance, including resolution plan guidance, provided by the Federal Reserve Board and FDIC;


•	the potential impact on Citi’s performance and the performance of its individual businesses, including its competitive position and ability to effectively manage its businesses and continue to execute its strategies, if Citi is unable to attract, retain and motivate highly qualified employees;


•	Citi’s ability to effectively compete with U.S. and non-U.S. financial services companies and others, including as a result of emerging technologies;


•	the possible discontinuance of LIBOR or any other interest rate benchmark and the adverse consequences it could have for market participants, including Citi;


•	the potential impact of credit risk and concentrations of risk on Citi’s results of operations, whether due to a default of or deterioration involving consumer, corporate or public sector counterparties in the U.S. or in various countries and jurisdictions globally;


•	the potential impacts on Citi’s liquidity and/or costs of funding as a result of external factors, including, among others, the competitive environment for U.S. retail deposits, market disruptions and governmental fiscal and monetary policies as well as regulatory changes or negative investor perceptions of Citi’s creditworthiness;


•	the impact of ratings downgrades of Citi or one or more of its more significant subsidiaries or issuing entities on Citi’s funding and liquidity as well as the results of operations of certain of its businesses;

•

the potential impact to Citi from a disruption of its operational systems, including as a result of, among other things, human error, fraud or malice, accidental technological failure, electrical or telecommunication outages or failure of computer servers, or other similar damage to Citi’s property or assets, or failures by third parties with whom Citi does business, as well as disruptions in the operations of Citi’s clients, customers or other third parties;

•

the increasing risk of continually evolving, sophisticated cybersecurity activities faced by financial institutions and others, including Citi and third parties with whom it does business, such as, among other things, theft, loss, misuse or disclosure of confidential or proprietary client, customer or corporate information or assets and a disruption of computer or network systems, and the potential impact from such risks, including, reputational damage, regulatory penalties, loss of revenues, additional costs (including credit, remediation and other costs), exposure to litigation and other financial losses;


•	the potential impact of incorrect assumptions or estimates in Citi’s financial statements or the impact of ongoing changes to financial accounting and reporting standards or interpretations, on how Citi records and reports its financial condition and results of operations;


•	the potential impact to Citi’s results of operations and/or regulatory capital and capital ratios if Citi’s risk management and mitigation processes, strategies or models, including those related to its ability to manage and aggregate data, are deficient or ineffective, require refinement, modification or enhancement or any related approval is withdrawn by Citi’s U.S. banking regulators;


•	the potential impact to Citi of ongoing implementation and interpretation of regulatory changes and requirements in the U.S. and globally, including on Citi’s compliance risks and costs, reputational and legal risks as well as the impact of any remediation and other financial costs, such as penalties and fines; and


•	the potential outcomes of the extensive legal and regulatory proceedings, as well as regulatory examinations, investigations and other inquiries, to which Citi is or may be subject at any given time, particularly given the increased focus on conduct risk and the severity of the remedies sought and potential collateral consequences to Citi arising from such outcomes.

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

FINANCIAL STATEMENTS AND NOTES TABLE OF CONTENTS



CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statement of Income (Unaudited)— For the Three Months Ended March 31, 2019 and 2018	72
Consolidated Statement of Comprehensive Income (Unaudited)—For the Three Months Ended March 31, 2019 and 2018	73
Consolidated Balance Sheet—March 31, 2019 (Unaudited) and December 31, 2018	74
Consolidated Statement of Changes in Stockholders’ Equity (Unaudited)—For the Three Months Ended March 31, 2019 and 2018	76
Consolidated Statement of Cash Flows (Unaudited)— For the Three Months Ended March 31, 2019 and 2018	77



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1—Basis of Presentation and Accounting Changes	79
Note 2—Discontinued Operations and Significant Disposals	80
Note 3—Business Segments	81
Note 4—Interest Revenue and Expense	82
Note 5—Commissions and Fees; Administration and Other Fiduciary Fees	83
Note 6—Principal Transactions	85
Note 7—Incentive Plans	86
Note 8—Retirement Benefits	86
Note 9—Earnings per Share	90
Note 10—Federal Funds, Securities Borrowed, Loaned and Subject to Repurchase Agreements	91
Note 11—Brokerage Receivables and Brokerage Payables	94
Note 12—Investments	95




Note 13—Loans	107
Note 14—Allowance for Credit Losses	118
Note 15—Goodwill and Intangible Assets	120
Note 16—Debt	121
Note 17—Changes in Accumulated Other Comprehensive Income (Loss) (AOCI)	122
Note 18—Securitizations and Variable Interest Entities	126
Note 19—Derivatives Activities	133
Note 20—Fair Value Measurement	143
Note 21—Fair Value Elections	157
Note 22—Guarantees, Leases and Commitments	161
Note 23—Contingencies	167
Note 24—Condensed Consolidating Financial Statements	169

CONSOLIDATED FINANCIAL STATEMENTS



CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)		Citigroup Inc. and Subsidiaries



	Three Months Ended March 31,
In millions of dollars, except per share amounts	2019			2018
Revenues
Interest revenue	$	19,076		$	16,332
Interest expense	7,317			5,160
Net interest revenue	$	11,759		$	11,172
Commissions and fees	$	2,926		$	3,030
Principal transactions	2,804			3,242
Administration and other fiduciary fees	839			905
Realized gains on sales of investments, net	130			170
Impairment losses on investments
Gross impairment losses	(8		)	(28		)
Net impairment losses recognized in earnings	$	(8	)	$	(28	)
Other revenue	$	126		$	381
Total non-interest revenues	$	6,817		$	7,700
Total revenues, net of interest expense	$	18,576		$	18,872
Provisions for credit losses and for benefits and claims
Provision for loan losses	$	1,944		$	1,803
Policyholder benefits and claims	12			26
Provision for unfunded lending commitments	24			28
Total provisions for credit losses and for benefits and claims	$	1,980		$	1,857
Operating expenses
Compensation and benefits	$	5,658		$	5,807
Premises and equipment	564			593
Technology/communication	1,720			1,758
Advertising and marketing	359			381
Other operating	2,283			2,386
Total operating expenses	$	10,584		$	10,925
Income from continuing operations before income taxes	$	6,012		$	6,090
Provision for income taxes	1,275			1,441
Income from continuing operations	$	4,737		$	4,649
Discontinued operations
Loss from discontinued operations	$	(2	)	$	(7	)
Loss from discontinued operations, net of taxes	$	(2	)	$	(7	)
Net income before attribution of noncontrolling interests	$	4,735		$	4,642
Noncontrolling interests	25			22
Citigroup’s net income	$	4,710		$	4,620
Basic earnings per share⁽¹⁾
Income from continuing operations	$	1.88		$	1.68
Income from discontinued operations, net of taxes	—			—
Net income	$	1.88		$	1.68
Weighted average common shares outstanding (in millions)	2,340.4			2,561.6
Diluted earnings per share⁽¹⁾
Income from continuing operations	$	1.87		$	1.68
Income (loss) from discontinued operations, net of taxes	—			—
Net income	$	1.87		$	1.68
Adjusted weighted average common shares outstanding (in millions)	2,342.4			2,563.0


(1)	Due to rounding, earnings per share on continuing operations and discontinued operations may not sum to earnings per share on net income.

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



CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME		Citigroup Inc. and Subsidiaries
(UNAUDITED)



	Three Months Ended March 31,
In millions of dollars	2019			2018
Citigroup’s net income	$	4,710		$	4,620
Add: Citigroup's other comprehensive income
Net change in unrealized gains and losses on debt securities, net of taxes⁽¹⁾	$	1,135		$	(1,058	)
Net change in debt valuation adjustment (DVA), net of taxes⁽¹⁾	(571		)	128
Net change in cash flow hedges, net of taxes	286			(222		)
Benefit plans liability adjustment, net of taxes	(64		)	88
Net change in foreign currency translation adjustment, net of taxes and hedges	58			1,120
Net change in excluded component of fair value hedges, net of taxes	18			(4		)
Citigroup’s total other comprehensive income	$	862		$	52
Citigroup’s total comprehensive income	$	5,572		$	4,672
Add: Other comprehensive income (loss) attributable to noncontrolling interests	$	(13	)	$	14
Add: Net income attributable to noncontrolling interests	25			22
Total comprehensive income	$	5,584		$	4,708


(1)	See Note 1 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.

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



CONSOLIDATED BALANCE SHEET		Citigroup Inc. and Subsidiaries



	March 31,
	2019			December 31,
In millions of dollars	(Unaudited)			2018
Assets
Cash and due from banks (including segregated cash and other deposits)	$	24,448		$	23,645
Deposits with banks	181,445			164,460
Federal funds sold and securities borrowed and purchased under agreements to resell (including $162,116 and $147,701 as of March 31, 2019 and December 31, 2018, respectively, at fair value)	264,495			270,684
Brokerage receivables	44,500			35,450
Trading account assets (including $125,102 and $112,932 pledged to creditors at March 31, 2019 and December 31, 2018, respectively)	286,511			256,117
Investments:
Available-for-sale debt securities (including $13,140 and $9,289 pledged to creditors as of March 31, 2019 and December 31, 2018, respectively)	275,132			288,038
Held-to-maturity debt securities (including $986 and $971 pledged to creditors as of March 31, 2019 and December 31, 2018, respectively)	66,842			63,357
Equity securities (including $1,012 and $1,109 at fair value as of March 31, 2019 and December 31, 2018, respectively)	7,307			7,212
Total investments	$	349,281		$	358,607
Loans:
Consumer (including $20 and $20 as of March 31, 2019 and December 31, 2018, respectively, at fair value)	319,887			330,487
Corporate (including $3,854 and $3,203 as of March 31, 2019 and December 31, 2018, respectively, at fair value)	362,459			353,709
Loans, net of unearned income	$	682,346		$	684,196
Allowance for loan losses	(12,329		)	(12,315		)
Total loans, net	$	670,017		$	671,881
Goodwill	22,037			22,046
Intangible assets (including MSRs of $551 and $584 as of March 31, 2019 and December 31, 2018, at fair value)	5,196			5,220
Other assets (including $19,818 and $20,788 as of March 31, 2019 and December 31, 2018, respectively, at fair value)	110,483			109,273
Total assets	$	1,958,413		$	1,917,383

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



	March 31,
	2019			December 31,
In millions of dollars	(Unaudited)			2018
Assets of consolidated VIEs to be used to settle obligations of consolidated VIEs
Cash and due from banks	$	105		$	270
Trading account assets	1,706			917
Investments	1,805			1,796
Loans, net of unearned income
Consumer	45,885			49,403
Corporate	17,995			19,259
Loans, net of unearned income	$	63,880		$	68,662
Allowance for loan losses	(1,858		)	(1,852		)
Total loans, net	$	62,022		$	66,810
Other assets	140			151
Total assets of consolidated VIEs to be used to settle obligations of consolidated VIEs	$	65,778		$	69,944

Statement continues on the next page.

CONSOLIDATED BALANCE SHEET Citigroup Inc. and Subsidiaries

(Continued)



	March 31,
	2019			December 31,
In millions of dollars, except shares and per share amounts	(Unaudited)			2018
Liabilities
Non-interest-bearing deposits in U.S. offices	$	101,354		$	105,836
Interest-bearing deposits in U.S. offices (including $1,408 and $717 as of March 31, 2019 and December 31, 2018, respectively, at fair value)	373,339			361,573
Non-interest-bearing deposits in offices outside the U.S.	80,594			80,648
Interest-bearing deposits in offices outside the U.S. (including $936 and $758 as of March 31, 2019 and December 31, 2018, respectively, at fair value)	475,068			465,113
Total deposits	$	1,030,355		$	1,013,170
Federal funds purchased and securities loaned and sold under agreements to repurchase (including $46,241 and $44,510 as of March 31, 2019 and December 31, 2018, respectively, at fair value)	190,372			177,768
Brokerage payables	62,656			64,571
Trading account liabilities	136,392			144,305
Short-term borrowings (including $5,172 and $4,483 as of March 31, 2019 and December 31, 2018, respectively, at fair value)	39,322			32,346
Long-term debt (including $44,088 and $38,229 as of March 31, 2019 and December 31, 2018, respectively, at fair value)	243,566			231,999
Other liabilities (including $14,577 and $15,906 as of March 31, 2019 and December 31, 2018, respectively, at fair value)	58,735			56,150
Total liabilities	$	1,761,398		$	1,720,309
Stockholders’ equity
Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: as of March 31, 2019— 719,200 and as of December 31, 2018—738,400, at aggregate liquidation value	$	17,980		$	18,460
Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: as of March 31, 2019—3,099,601,505 and as of December 31, 2018—3,099,567,177	31			31
Additional paid-in capital	107,551			107,922
Retained earnings	154,859			151,347
Treasury stock, at cost: March 31, 2019—787,133,784 shares and December 31, 2018—731,099,833 shares	(47,861		)	(44,370		)
Accumulated other comprehensive income (loss) (AOCI)	(36,308		)	(37,170		)
Total Citigroup stockholders’ equity	$	196,252		$	196,220
Noncontrolling interest	763			854
Total equity	$	197,015		$	197,074
Total liabilities and equity	$	1,958,413		$	1,917,383

The following table presents certain liabilities of consolidated VIEs, which are included in the Consolidated Balance Sheet above. The liabilities in the table below include third-party liabilities of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation. The liabilities also exclude amounts where creditors or beneficial interest holders have recourse to the general credit of Citigroup.



	March 31,
	2019		December 31,
In millions of dollars	(Unaudited)		2018
Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup
Short-term borrowings	$	13,071	$	13,134
Long-term debt	25,952		28,514
Other liabilities	940		697
Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup	$	39,963	$	42,345

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



CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY		Citigroup Inc. and Subsidiaries
(UNAUDITED)



	Three Months Ended March 31,
In millions of dollars	2019			2018
Preferred stock at aggregate liquidation value
Balance, beginning of period	$	18,460		$	19,253
Redemption of preferred stock	(480		)	(97		)
Balance, end of period	$	17,980		$	19,156
Common stock and additional paid-in capital
Balance, beginning of period	$	107,953		$	108,039
Employee benefit plans	(382		)	(405		)
Other	11			(4		)
Balance, end of period	$	107,582		$	107,630
Retained earnings
Balance, beginning of period	$	151,347		$	138,425
Adjustment to opening balance, net of taxes⁽¹⁾	151			(84		)
Adjusted balance, beginning of period	$	151,498		$	138,341
Citigroup’s net income	4,710			4,620
Common dividends⁽²⁾	(1,075		)	(826		)
Preferred dividends	(262		)	(272		)
Other⁽³⁾	(12		)	—
Balance, end of period	$	154,859		$	141,863
Treasury stock, at cost
Balance, beginning of period	$	(44,370	)	$	(30,309	)
Employee benefit plans⁽⁴⁾	564			469
Treasury stock acquired⁽⁵⁾	(4,055		)	(2,275		)
Balance, end of period	$	(47,861	)	$	(32,115	)
Citigroup’s accumulated other comprehensive income (loss)
Balance, beginning of period	$	(37,170	)	$	(34,668	)
Adjustment to opening balance, net of taxes	—			(3		)
Adjusted balance, beginning of period	$	(37,170	)	$	(34,671	)
Citigroup’s total other comprehensive income	862			52
Balance, end of period	$	(36,308	)	$	(34,619	)
Total Citigroup common stockholders’ equity	$	178,272		$	182,759
Total Citigroup stockholders’ equity	$	196,252		$	201,915
Noncontrolling interests
Balance, beginning of period	$	854		$	932
Transactions between Citigroup and the noncontrolling-interest shareholders	(99		)	(15		)
Net income attributable to noncontrolling-interest shareholders	25			22
Distributions paid to noncontrolling-interest shareholders	(4		)	—
Other comprehensive income (loss) attributable to noncontrolling-interest shareholders	(13		)	14
Other	—			(2		)
Net change in noncontrolling interests	$	(91	)	$	19
Balance, end of period	$	763		$	951
Total equity	$	197,015		$	202,866


(1)	See Note 1 to the Consolidated Financial Statements for additional details.


(2)	Common dividends declared were $0.45 per share in the first quarter of 2019 and $0.32 for the first quarter of 2018.


(3)	Includes the impact of ASU 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. See Note 1 to the Consolidated Financial Statements.


(4)	Includes treasury stock related to (i) certain activity on employee stock option program exercises where the employee delivers existing shares to cover the option exercise, or (ii) under Citi’s employee restricted or deferred stock programs where shares are withheld to satisfy tax requirements.


(5)	Primarily consists of open market purchases under Citi’s Board of Directors-approved common stock repurchase program.

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



CONSOLIDATED STATEMENT OF CASH FLOWS		Citigroup Inc. and Subsidiaries
(UNAUDITED)



	Three Months Ended March 31,
In millions of dollars	2019			2018
Cash flows from operating activities of continuing operations
Net income before attribution of noncontrolling interests	$	4,735		$	4,642
Net income attributable to noncontrolling interests	25			22
Citigroup’s net income	$	4,710		$	4,620
Loss from discontinued operations, net of taxes	(2		)	(7		)
Income from continuing operations—excluding noncontrolling interests	$	4,712		$	4,627
Adjustments to reconcile net income to net cash provided by operating activities of continuing operations
Depreciation and amortization	931			926
Provision for loan losses	1,944			1,803
Realized gains from sales of investments	(130		)	(170		)
Net impairment losses on investments, goodwill and intangible assets	8			28
Change in trading account assets	(30,427		)	(16,054		)
Change in trading account liabilities	(7,913		)	18,791
Change in brokerage receivables net of brokerage payables	(10,965		)	155
Change in loans HFS	1,439			1,627
Change in other assets	(2,961		)	(3,503		)
Change in other liabilities	2,585			1,561
Other, net	3,161			(2,835		)
Total adjustments	$	(42,328	)	$	2,329
Net cash provided by (used in) operating activities of continuing operations	$	(37,616	)	$	6,956
Cash flows from investing activities of continuing operations
Change in federal funds sold and securities borrowed and purchased under agreements to resell	$	6,189		$	(25,409	)
Change in loans	(892		)	(8,717		)
Proceeds from sales and securitizations of loans	2,062			1,654
Purchases of investments	(69,673		)	(41,030		)
Proceeds from sales of investments	31,436			20,688
Proceeds from maturities of investments	47,363			21,509
Capital expenditures on premises and equipment and capitalized software	(518		)	(969		)
Proceeds from sales of premises and equipment, subsidiaries and affiliates and repossessed assets	38			101
Other, net	38			49
Net cash provided by (used in) investing activities of continuing operations	$	16,043		$	(32,124	)
Cash flows from financing activities of continuing operations
Dividends paid	$	(1,320	)	$	(1,095	)
Redemption of preferred stock	(480		)	(97		)
Treasury stock acquired	(4,055		)	(2,378		)
Stock tendered for payment of withholding taxes	(358		)	(475		)
Change in federal funds purchased and securities loaned and sold under agreements to repurchase	12,604			15,482
Issuance of long-term debt	15,552			20,769
Payments and redemptions of long-term debt	(6,568		)	(17,882		)
Change in deposits	17,186			41,397
Change in short-term borrowings	6,976			(8,358		)



CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED) (Continued)	Three Months Ended March 31,
In millions of dollars	2019			2018
Net cash provided by financing activities of continuing operations	$	39,537		$	47,363
Effect of exchange rate changes on cash and due from banks	$	(176	)	$	(7	)
Change in cash and due from banks and deposits with banks	$	17,788		$	22,188
Cash, due from banks and deposits with banks at beginning of period	188,105			180,516
Cash, due from banks and deposits with banks at end of period	$	205,893		$	202,704
Cash and due from banks	$	24,448		$	21,850
Deposits with banks	181,445			180,854
Cash, due from banks and deposits with banks at end of period	$	205,893		$	202,704
Supplemental disclosure of cash flow information for continuing operations
Cash paid during the period for income taxes	$	1,325		$	738
Cash paid during the period for interest	6,931			4,586
Non-cash investing activities
Transfers to loans HFS from loans	$	2,000		$	900
Transfers to OREO and other repossessed assets	36			26

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION AND ACCOUNTING CHANGES

Basis of Presentation

The accompanying unaudited Consolidated Financial Statements as of March 31, 2019 and for the three-month periods ended March 31, 2019 and 2018 include the accounts of Citigroup Inc. and its consolidated subsidiaries.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation have been reflected. The accompanying unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes included in Citigroup’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (2018 Annual Report on Form 10-K).

Certain financial information that is normally included in annual financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP), but is not required for interim reporting purposes, has been condensed or omitted.

Management must make estimates and assumptions that affect the Consolidated Financial Statements and the related footnote disclosures. While management uses its best judgment, actual results could differ from those estimates.

As noted above, the Notes to Consolidated Financial Statements are unaudited.

Throughout these Notes, “Citigroup,” “Citi” and the “Company” refer to Citigroup Inc. and its consolidated subsidiaries.

Certain reclassifications have been made to the prior periods’ financial statements and notes to conform to the current period’s presentation.

ACCOUNTING CHANGES

Lease Accounting

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which increases the transparency and comparability of accounting for lease transactions. The ASU requires lessees to recognize liabilities for operating leases and offsetting right-of-use (ROU) assets on the balance sheet. The ASU also requires quantitative and qualitative disclosures regarding key information about leasing arrangements. Lessee accounting for finance leases, as well as lessor accounting, are largely unchanged.

Effective January 1, 2019, the Company prospectively adopted the provisions of the ASU. At adoption, Citi recognized a lease liability and a corresponding ROU asset of approximately $4.4 billion on the Consolidated Balance Sheet related to its future lease payments as a lessee under operating leases. Additionally, the Company recorded a $151 million increase in Retained Earnings for the cumulative effect of recognizing previously deferred gains on sale/leaseback transactions. Adoption of the ASU did not have a material impact on the Consolidated Income Statement. See Notes 13 and 22 for additional details.

The Company has elected not to separate lease and non-lease components in its lease contracts and accounts for them as a single lease component. Citi has also elected not to record a ROU asset for short-term leases that have a term of 12 months or less and do not contain purchase options that Citi is reasonably certain to exercise. The cost of short-term leases is recognized in the Consolidated Statement of Income on a straight-line basis over the lease term. Additionally, Citi applies the portfolio approach to account for certain equipment leases with nearly identical contractual terms.

Lessee accounting

Operating lease ROU assets and lease liabilities are included in Other Assets and Other Liabilities, respectively, on the Consolidated Balance Sheet. Finance lease assets and liabilities are included in Other Assets and Long-term Debt, respectively, on the Consolidated Balance Sheet. The Company uses its incremental borrowing rate, factoring in the lease term, to determine the lease liability, which is measured at the present value of future lease payments. The ROU asset, at adoption of the ASU, is recorded at the amount of the lease liability plus any prepaid rent and initial direct costs, less any lease incentives and acrrued rent. The lease terms include periods covered by options to extend or terminate the lease depending on whether Citi is reasonably certain to exercise such options.

Lessor accounting

Lessor accounting is largely unchanged under the ASU. Citi acts as a lessor for power, railcar, shipping and aircraft assets, where the Company has executed operating, direct financing, and leveraged leasing arrangements. In a direct financing or a leveraged lease, Citi derecognizes the leased asset and records a lease financing receivable at lease commencement in Loans. Upon lease termination, Citi may obtain control of the asset, which is then recorded in Other assets on the consolidated balance sheet and any remaining receivable for the asset’s residual value is derecognized. Under the ASU, leveraged lease accounting is grandfathered and may continue to be applied until the leveraged lease is terminated or modified. Upon modification, the lease must be classified as an operating, direct finance, or sales-type lease in accordance with the ASU.

Separately, as part of managing its real estate footprint, Citi subleases excess real estate space via operating lease arrangements, while retaining its obligation as a lessee.

2. DISCONTINUED OPERATIONS AND SIGNIFICANT DISPOSALS

The Company’s Discontinued operations consisted of residual activities related to the sale of the Egg Banking plc Credit Card Business in 2011. All Discontinued operations results are recorded within Corporate/Other.

The following summarizes financial information for all Discontinued operations:



	Three Months Ended March 31,
In millions of dollars	2019			2018
Total revenues, net of interest expense	$	—		$	—
Loss from discontinued operations	$	(2	)	$	(7	)
Benefit for income taxes	—			—
Loss from discontinued operations, net of taxes	$	(2	)	$	(7	)

Cash flows from Discontinued operations were not material for the periods presented. For a description of the Company’s significant disposal transactions and financial impact, see Note 2 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.

3. BUSINESS SEGMENTS

Citigroup’s activities are conducted through the following business segments: Global Consumer Banking (GCB) and Institutional Clients Group (ICG). In addition, Corporate/Other includes activities not assigned to a specific business segment, as well as certain North America loan portfolios, discontinued operations and other legacy assets.

The prior-period balances reflect reclassifications to conform the presentation for all periods to the current period’s presentation. Effective January 1, 2019, financial data was reclassified to reflect:


•	the re-attribution of certain costs between Corporate/Other and GCB and ICG; and


•	certain other immaterial reclassifications.

Citi’s consolidated results remain unchanged for all periods presented as a result of the changes and reclassifications discussed above.

For additional information regarding Citigroup’s business segments, see Note 3 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.

The following table presents certain information regarding the Company’s continuing operations by segment:



	Three Months Ended March 31,
	Revenues, net of interest expense⁽¹⁾				Provision (benefits) for income taxes						Income (loss) from continuing operations⁽²⁾						Identifiable assets
In millions of dollars, except identifiable assets in billions	2019		2018		2019			2018			2019			2018			March 31, 2019		December 31, 2018
Global Consumer Banking	$	8,451	$	8,426	$	422		$	454		$	1,437		$	1,390		$	426	$	432
Institutional Clients Group	9,694		9,855		924			1,056			3,322			3,334			1,425		1,394
Corporate/Other	431		591		(71		)	(69		)	(22		)	(75		)	107		91
Total	$	18,576	$	18,872	$	1,275		$	1,441		$	4,737		$	4,649		$	1,958	$	1,917

(1)

Includes total revenues, net of interest expense (excluding Corporate/Other), in North America of $8.3 billion and $8.2 billion; in EMEA of $3.2 billion and $3.2 billion; in Latin America of $2.5 billion and $2.6 billion; and in Asia of $4.1 billion and $4.1 billion for the three months ended March 31, 2019 and 2018, respectively. These regional numbers exclude Corporate/Other, which largely operates within the U.S.


(2)	Includes pretax provisions for credit losses and for benefits and claims in the GCB results of $2.0 billion and $1.9 billion; in the ICG results of $21 million and $(41) million; and in the Corporate/Other results of $(25) million and $(7) million for the three months ended March 31, 2019 and 2018, respectively.

4. INTEREST REVENUE AND EXPENSE

Interest revenue and Interest expense consisted of the following:



	Three Months Ended March 31,
In millions of dollars	2019		2018
Interest revenue
Loan interest, including fees	$	11,969	$	10,892
Deposits with banks	607		432
Federal funds sold and securities borrowed or purchased under agreements to resell	1,783		1,039
Investments, including dividends	2,548		2,234
Trading account assets⁽¹⁾	1,686		1,371
Other interest	483		364
Total interest revenue	$	19,076	$	16,332
Interest expense
Deposits⁽²⁾	$	3,027	$	1,997
Federal funds purchased and securities loaned or sold under agreements to repurchase	1,589		949
Trading account liabilities⁽¹⁾	327		215
Short-term borrowings	652		471
Long-term debt	1,722		1,528
Total interest expense	$	7,317	$	5,160
Net interest revenue	$	11,759	$	11,172
Provision for loan losses	1,944		1,803
Net interest revenue after provision for loan losses	$	9,815	$	9,369


(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 $193 million and $376 million for the three months ended March 31, 2019 and 2018, respectively.

5. COMMISSIONS AND FEES; ADMINISTRATION AND OTHER FIDUCIARY FEES

For additional information on Citi’s Commissions and Fees; Administration and Other Fiduciary Fees, see Note 5 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.

The following tables present Commissions and fees revenue:



	Three Months Ended March 31,
	2019
In millions of dollars	ICG			GCB			Corporate/Other			Total
Investment banking	$	910		$	4		$	—		$	914
Brokerage commissions	471			186			—			657
Credit- and bank-card income
Interchange fees	278			1,984			—			2,262
Card-related loan fees	13			160			—			173
Card rewards and partner payments	(153		)	(2,061		)	—			(2,214		)
Deposit-related fees⁽¹⁾	245			139			—			384
Transactional service fees	195			35			—			230
Corporate finance⁽²⁾	178			1			—			179
Insurance distribution revenue⁽³⁾	4			132			—			136
Insurance premiums⁽³⁾	—			29			(1		)	28
Loan servicing	42			30			6			78
Other	17			81			1			99
Total commissions and fees⁽⁴⁾	$	2,200		$	720		$	6		$	2,926



	Three Months Ended March 31,
	2018
In millions of dollars	ICG			GCB			Corporate/Other			Total
Investment banking	$	822		$	5		$	—		$	827
Brokerage commissions	566			248			—			814
Credit- and bank-card income
Interchange fees	260			1,874			5			2,139
Card-related loan fees	14			155			6			175
Card rewards and partner payments	(124		)	(1,874		)	(5		)	(2,003		)
Deposit-related fees⁽¹⁾	236			183			1			420
Transactional service fees	190			21			2			213
Corporate finance⁽²⁾	142			1			—			143
Insurance distribution revenue⁽³⁾	5			143			5			153
Insurance premiums⁽³⁾	—			33			(1		)	32
Loan servicing	38			22			12			72
Other	15			28			2			45
Total commissions and fees⁽⁴⁾	$	2,164		$	839		$	27		$	3,030


(1)	Includes overdraft fees of $31 million and $32 million for the three months ended March 31, 2019 and 2018, 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 $(1,721) million and $(1,545) million not accounted for under ASC 606, Revenue from Contracts with Customers, for the three months ended March 31, 2019 and 2018. 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.

Administration and Other Fiduciary Fees

The following table presents Administration and other fiduciary fees:



	Three Months Ended March 31,
	2019
In millions of dollars	ICG		GCB		Corporate/Other		Total
Custody fees	$	364	$	3	$	16	$	383
Fiduciary fees	152		146		12		310
Guarantee fees	130		14		2		146
Total administration and other fiduciary fees⁽¹⁾	$	646	$	163	$	30	$	839



	Three Months Ended March 31,
	2018
In millions of dollars	ICG		GCB		Corporate/Other		Total
Custody fees	$	368	$	47	$	16	$	431
Fiduciary fees	167		147		7		321
Guarantee fees	137		14		2		153
Total administration and other fiduciary fees⁽¹⁾	$	672	$	208	$	25	$	905


(1)	Administration and other fiduciary fees includes $146 million and $153 million for the three months ended March 31, 2019 and 2018, respectively, that are not accounted for under ASC 606, Revenue from Contracts with Customers. These amounts include guarantee fees.

6. PRINCIPAL TRANSACTIONS

Principal transactions revenue consists of realized and unrealized gains and losses from trading activities. Trading activities include revenues from fixed income, equities, credit and commodities products and foreign exchange transactions that are managed on a portfolio basis characterized by primary risk. Not included in the table below is the impact of net interest revenue related to trading activities, which is an

integral part of trading activities’ profitability. See Note 4 to the Consolidated Financial Statements for information about net interest revenue related to trading activities. Principal transactions include CVA (credit valuation adjustments) and FVA (funding valuation adjustments) on over-the-counter derivatives, and gains (losses) on certain economic hedges on loans in ICG. These adjustments are discussed further in Note 20 to the Consolidated Financial Statements.

In certain transactions, Citi incurs fees and presents these fees paid to third parties in operating expenses.

The following table presents Principal transactions

revenue:



	Three Months Ended March 31,
In millions of dollars	2019		2018
Interest rate risks⁽¹⁾	$	1,718	$	1,566
Foreign exchange risks⁽²⁾	473		730
Equity risks⁽³⁾	456		589
Commodity and other risks⁽⁴⁾	119		101
Credit products and risks⁽⁵⁾	38		256
Total	$	2,804	$	3,242

(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.

7. INCENTIVE PLANS

For additional information on Citi’s incentive plans, see Note 7 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.

8. RETIREMENT BENEFITS

For additional information on Citi’s retirement benefits, see Note 8 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.

Net (Benefit) Expense

The following table summarizes the components of net (benefit) expense recognized in the Consolidated Statement of Income for the Company’s pension and postretirement plans for Significant Plans and All Other Plans:



	Three Months Ended March 31,
	Pension plans												Postretirement benefit plans
	U.S. plans						Non-U.S. plans						U.S. plans						Non-U.S. plans
In millions of dollars	2019			2018			2019			2018			2019			2018			2019			2018
Benefits earned during the period	$	—		$	1		$	36		$	38		$	—		$	—		$	2		$	2
Interest cost on benefit obligation	130			123			75			75			7			6			26			26
Expected return on plan assets	(203		)	(213		)	(68		)	(78		)	(5		)	(3		)	(21		)	(23		)
Amortization of unrecognized:
Prior service cost (benefit)	1			—			(1		)	(1		)	—			—			(2		)	(2		)
Net actuarial loss	44			47			15			13			—			—			5			7
Settlement loss⁽¹⁾	—			—			—			4			—			—			—			—
Total net (benefit) expense	$	(28	)	$	(42	)	$	57		$	51		$	2		$	3		$	10		$	10


(1)	Losses due to settlement relate to repositioning and divestiture activities.

Funded Status and Accumulated Other Comprehensive Income (AOCI)

The following table summarizes the funded status and amounts recognized on the Consolidated Balance Sheet for the Company’s

Significant Plans:



	Three Months Ended March 31, 2019
	Pension plans						Postretirement benefit plans
In millions of dollars	U.S. plans			Non-U.S. plans			U.S. plans			Non-U.S. plans
Change in projected benefit obligation
Projected benefit obligation at beginning of year	$	12,655		$	7,149		$	662		$	1,159
Plans measured annually	(25		)	(1,862		)	—			(307		)
Projected benefit obligation at beginning of year—Significant Plans	$	12,630		$	5,287		$	662		$	852
Benefits earned during the period	—			20			—			1
Interest cost on benefit obligation	130			63			7			23
Actuarial loss	493			252			13			38
Benefits paid, net of participants’ contributions and government subsidy	(215		)	(55		)	(7		)	(11		)
Foreign exchange impact and other	—			13			—			11
Projected benefit obligation at period end—Significant Plans	$	13,038		$	5,580		$	675		$	914



	Three Months Ended March 31, 2019
	Pension plans						Postretirement benefit plans
In millions of dollars	U.S. plans			Non-U.S. plans			U.S. plans			Non-U.S. plans
Change in plan assets
Plan assets at fair value at beginning of year	$	11,490		$	6,699		$	345		$	1,036
Plans measured annually	—			(1,248		)	—			(9		)
Plan assets at fair value at beginning of year—Significant Plans	$	11,490		$	5,451		$	345		$	1,027
Actual return on plan assets	688			273			15			29
Company contributions, net of reimbursements	14			14			(6		)	—
Benefits paid, net of participants’ contributions and government subsidy	(215		)	(55		)	(7		)	(11		)
Foreign exchange impact and other	—			25			—			14
Plan assets at fair value at period end—Significant Plans	$	11,977		$	5,708		$	347		$	1,059
Funded status of the Significant Plans
Qualified plans⁽¹⁾	$	(391	)	$	128		$	(328	)	$	145
Nonqualified plans	(670		)	—			—			—
Funded status of the plans at period end—Significant Plans	$	(1,061	)	$	128		$	(328	)	$	145
Net amount recognized at period end
Benefit asset	$	—		$	766		$	—		$	145
Benefit liability	(1,061		)	(638		)	(328		)	—
Net amount recognized on the balance sheet—Significant Plans	$	(1,061	)	$	128		$	(328	)	$	145
Amounts recognized in AOCI at period end
Prior service benefit	$	—		$	15		$	—		$	73
Net actuarial (loss) gain	(6,848		)	(978		)	50			(314		)
Net amount recognized in equity (pretax)—Significant Plans	$	(6,848	)	$	(963	)	$	50		$	(241	)
Accumulated benefit obligation at period end—Significant Plans	$	13,029		$	5,302		$	675		$	914


(1)	The U.S. qualified pension plan is fully funded pursuant to the Employee Retirement Income Security Act of 1974, as amended (ERISA), funding rules as of January 1, 2019 and no minimum required funding is expected for 2019.

The following table shows the change in AOCI related to the Company’s pension, postretirement and post employment plans:



In millions of dollars	Three Months Ended March 31, 2019			For Year Ended December 31, 2018
Beginning of period balance, net of tax⁽¹⁾⁽²⁾	$	(6,257	)	$	(6,183	)
Actuarial assumptions changes and plan experience	(795		)	1,288
Net asset gain (loss) due to difference between actual and expected returns	690			(1,732		)
Net amortization	62			214
Prior service cost	—			(7		)
Curtailment/settlement gain⁽³⁾	—			7
Foreign exchange impact and other	(25		)	136
Change in deferred taxes, net	4			20
Change, net of tax	$	(64	)	$	(74	)
End of period balance, net of tax⁽¹⁾⁽²⁾	$	(6,321	)	$	(6,257	)


(1)	See Note 17 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.

Plan Assumptions

The discount rates utilized during the period in determining the pension and postretirement net (benefit) expense for the Significant Plans are as follows:



Net (benefit) expense assumed discount rates during the period	Three Months Ended
	Mar. 31, 2019	Dec. 31, 2018
U.S. plans
Qualified pension	4.25%	4.30%
Nonqualified pension	4.25	4.30
Postretirement	4.20	4.20
Non-U.S. plans
Pension	0.75-10.75	0.95-10.75
Weighted average	5.09	5.08
Postretirement	10.75	10.10

The discount rates utilized at period-end in determining the pension and postretirement benefit obligations for the Significant Plans are as follows:



Plan obligations assumed discount rates at period ended	Mar. 31, 2019	Dec. 31, 2018	Mar. 31, 2018
U.S. plans
Qualified pension	3.85%	4.25%	3.95%
Nonqualified pension	3.90	4.25	3.95
Postretirement	3.80	4.20	3.90
Non-U.S. plans
Pension	0.45-10.30	0.75-10.75	0.75-9.90
Weighted average	4.74	5.09	4.88
Postretirement	10.30	10.75	9.50

Sensitivities of Certain Key Assumptions

The following table summarizes the estimated effect on the Company’s Significant Plans quarterly expense of a one-percentage-point change in the discount rate:



	Three Months Ended March 31, 2019
In millions of dollars	One-percentage-point increase			One-percentage-point decrease
Pension
U.S. plans	$	5		$	(8	)
Non-U.S. plans	(2		)	6
Postretirement
U.S. plans	—			(1		)
Non-U.S. plans	(2		)	2

Contributions

For the U.S. pension plans, there were no required minimum cash contributions during the first three months of 2019.

The following table summarizes the Company’s actual contributions for the three months ended March 31, 2019 and 2018, as well as estimated expected Company contributions for the remainder of 2019 and the actual contributions made for the remainder of 2018:



	Pension plans								Postretirement plans
	U.S. plans⁽¹⁾				Non-U.S. plans				U.S. plans				Non-U.S. plans
In millions of dollars	2019		2018		2019		2018		2019		2018		2019		2018
Company contributions⁽²⁾ for the three months ended March 31	$	14	$	14	$	34	$	29	$	—	$	—	$	3	$	3
Company contributions made during the remainder of the year	—		41		—		153		—		150		—		6
Company contributions expected to be made during the remainder of the year	43		—		107		—		—		—		7		—


(1)	The U.S. plans include benefits paid directly by the Company for the nonqualified pension plans.


(2)	Company contributions are composed of cash contributions made to the plans and benefits paid directly by the Company.

Defined Contribution Plans

The following table summarizes the Company’s contributions

for the defined contribution plans:

Post Employment Plans

The following table summarizes the components of net expense recognized in the Consolidated Statement of Income for the Company’s U.S. post employment plans:



	Three Months Ended March 31,
In millions of dollars	2019		2018
Service-related expense
Interest cost on benefit obligation	$	—	$	—
Expected return on plan assets	—		—
Amortization of unrecognized:
Prior service benefit	—		(8		)
Net actuarial loss	1		1
Total service-related benefit	$	1	$	(7	)
Non-service-related expense	$	4	$	6
Total net (benefit) expense	$	5	$	(1	)

9. EARNINGS PER SHARE

The following table reconciles the income and share data used in the basic and diluted earnings per share (EPS) computations:



	Three Months Ended March 31,
In millions of dollars, except per share amounts	2019			2018
Income from continuing operations before attribution of noncontrolling interests	$	4,737		$	4,649
Less: Noncontrolling interests from continuing operations	25			22
Net income from continuing operations (for EPS purposes)	$	4,712		$	4,627
Loss from discontinued operations, net of taxes	(2		)	(7		)
Citigroup's net income	$	4,710		$	4,620
Less: Preferred dividends⁽¹⁾	262			272
Net income available to common shareholders	$	4,448		$	4,348
Less: Dividends and undistributed earnings allocated to employee restricted and deferred shares with nonforfeitable rights to dividends, applicable to basic EPS	59			51
Net income allocated to common shareholders for basic and diluted EPS	4,389			4,297
Weighted-average common shares outstanding applicable to basic EPS (in millions)	2,340.4			2,561.6
Effect of dilutive securities
Options⁽²⁾	0.1			0.1
Other employee plans	1.9			1.3
Adjusted weighted-average common shares outstanding applicable to diluted EPS⁽³⁾	2,342.4			2,563.0
Basic earnings per share⁽⁴⁾
Income from continuing operations	$	1.88		$	1.68
Discontinued operations	—			—
Net income	$	1.88		$	1.68
Diluted earnings per share⁽⁴⁾
Income from continuing operations	$	1.87		$	1.68
Discontinued operations	—			—
Net income	$	1.87		$	1.68


(1)	As of March 31, 2019, Citi estimates it will distribute preferred dividends of approximately $846 million during the remainder of 2019, assuming such dividends are declared by the Citi Board of Directors. During the first quarter of 2019, Citi redeemed all of its 19.2 million Series L preferred shares for $480 million in February 2019.


(2)	During the first quarter of 2019, no significant options to purchase shares of common stock were outstanding. During the first quarter of 2018, weighted-average options to purchase 0.5 million shares of common stock were outstanding but not included in the computation of earnings per share because the weighted-average exercise price of $149.41 per share was 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.

10. FEDERAL FUNDS, SECURITIES BORROWED, LOANED AND SUBJECT TO REPURCHASE AGREEMENTS

For additional information on the Company’s resale and repurchase agreements and securities borrowing and lending agreements, see Note 11 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.

Federal funds sold and securities borrowed and purchased under agreements to resell, at their respective carrying values, consisted of the following:



In millions of dollars	March 31, 2019		December 31, 2018
Federal funds sold	$	—	$	—
Securities purchased under agreements to resell	163,382		159,364
Deposits paid for securities borrowed	101,113		111,320
Total⁽¹⁾	$	264,495	$	270,684

Federal funds purchased and securities loaned and sold under agreements to repurchase, at their respective carrying values, consisted of the following:



In millions of dollars	March 31, 2019		December 31, 2018
Federal funds purchased	$	—	$	—
Securities sold under agreements to repurchase	172,231		166,090
Deposits received for securities loaned	18,141		11,678
Total⁽¹⁾	$	190,372	$	177,768

(1)

The above tables do not include securities-for-securities lending transactions of $14.6 billion and $15.9 billion at March 31, 2019 and December 31, 2018, 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.

It is the Company’s policy to take possession of the underlying collateral, monitor its market value relative to the amounts due under the agreements and, when necessary, require prompt transfer of additional collateral in order to maintain contractual margin protection. For resale and repurchase agreements, when necessary, the Company posts additional collateral in order to maintain contractual margin protection.

A substantial portion of the resale and repurchase agreements is recorded at fair value, as described in Notes 20 and 21 to the Consolidated Financial Statements. The remaining portion is carried at the amount of cash initially advanced or received, plus accrued interest, as specified in the respective agreements.

A substantial portion of securities borrowing and lending agreements is recorded at the amount of cash advanced or received. The remaining portion is recorded at fair value as the Company elected the fair value option for certain securities borrowed and loaned portfolios, as described in Note 21 to the Consolidated Financial Statements. With respect to securities loaned, the Company receives cash collateral in an amount generally in excess of the market value of the securities loaned. The Company monitors the market value of securities borrowed and securities loaned on a daily basis and obtains or posts additional collateral in order to maintain contractual margin protection.

The following tables present the gross and net resale and repurchase agreements and securities borrowing and lending

agreements and the related offsetting amount permitted under ASC 210-20-45. The tables also include amounts related to financial instruments that are not permitted to be offset under ASC 210-20-45, but would be eligible for offsetting to the extent that an event of default occurred and a legal opinion supporting enforceability of the offsetting rights has been obtained. Remaining exposures continue to be secured by financial collateral, but the Company may not have sought or been able to obtain a legal opinion evidencing enforceability of the offsetting right.



	As of March 31, 2019
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	$	268,095	$	104,713	$	163,382	$	129,911	$	33,471
Deposits paid for securities borrowed	101,113		—		101,113		28,040		73,073
Total	$	369,208	$	104,713	$	264,495	$	157,951	$	106,544



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	$	276,944	$	104,713	$	172,231	$	91,923	$	80,308
Deposits received for securities loaned	18,141		—		18,141		5,351		12,790
Total	$	295,085	$	104,713	$	190,372	$	97,274	$	93,098



	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


(1)	Includes financial instruments subject to enforceable master netting agreements that are permitted to be offset under ASC 210-20-45.


(2)	The total of this column for each period excludes federal funds sold/purchased. See tables above.


(3)	Includes financial instruments subject to enforceable master netting agreements that are not permitted to be offset under ASC 210-20-45, but would be eligible for offsetting to the extent that an event of default has occurred and a legal opinion supporting enforceability of the offsetting right has been obtained.


(4)	Remaining exposures continue to be secured by financial collateral, but the Company may not have sought or been able to obtain a legal opinion evidencing enforceability of the offsetting right.

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



	As of March 31, 2019
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	$	140,262	$	60,664	$	33,724	$	42,294	$	276,944
Deposits received for securities loaned	12,567		459		2,691		2,424		18,141
Total	$	152,829	$	61,123	$	36,415	$	44,718	$	295,085



	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

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



	As of March 31, 2019
In millions of dollars	Repurchase agreements		Securities lending agreements		Total
U.S. Treasury and federal agency securities	$	101,780	$	—	$	101,780
State and municipal securities	1,644		—		1,644
Foreign government securities	106,764		565		107,329
Corporate bonds	22,264		660		22,924
Equity securities	14,616		16,570		31,186
Mortgage-backed securities	20,112		—		20,112
Asset-backed securities	5,861		—		5,861
Other	3,903		346		4,249
Total	$	276,944	$	18,141	$	295,085



	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

11. BROKERAGE RECEIVABLES AND BROKERAGE PAYABLES

The Company has receivables and payables for financial instruments sold to and purchased from brokers, dealers and customers, which arise in the ordinary course of business.

For additional information on these receivables and payables, see Note 12 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.

Brokerage receivables and Brokerage payables consisted of the following:



In millions of dollars	March 31, 2019		December 31, 2018
Receivables from customers	$	14,945	$	14,415
Receivables from brokers, dealers and clearing organizations	29,555		21,035
Total brokerage receivables⁽¹⁾	$	44,500	$	35,450
Payables to customers	$	37,240	$	40,273
Payables to brokers, dealers and clearing organizations	25,416		24,298
Total brokerage payables⁽¹⁾	$	62,656	$	64,571


(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.

12. INVESTMENTS

For additional information regarding Citi’s investment portfolios, including evaluating investments for other-than-temporary impairment (OTTI), see Note 13 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.

The following table presents Citi’s investments by category:



In millions of dollars	March 31, 2019		December 31, 2018
In millions of dollars	March 31, 2019		December 31, 2018
Debt securities available-for-sale (AFS)	$	275,132	$	288,038
Debt securities held-to-maturity (HTM)⁽¹⁾	66,842		63,357
Marketable equity securities carried at fair value⁽²⁾	208		220
Non-marketable equity securities carried at fair value⁽²⁾	804		889
Non-marketable equity securities measured using the measurement alternative⁽³⁾	630		538
Non-marketable equity securities carried at cost⁽⁴⁾	5,665		5,565
Total investments	$	349,281	$	358,607


(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)	Represents shares issued by the Federal Reserve Bank, Federal Home Loan Banks and certain exchanges of which Citigroup is a member.

The following table presents interest and dividend income on investments:



	Three Months Ended March 31,
In millions of dollars	2019		2018
Taxable interest	$	2,372	$	2,042
Interest exempt from U.S. federal income tax	127		130
Dividend income	49		62
Total interest and dividend income	$	2,548	$	2,234

The following table presents realized gains and losses on the sales of investments, which exclude OTTI losses:



	Three Months Ended March 31,
In millions of dollars	2019			2018
Gross realized investment gains	$	168		$	345
Gross realized investment losses	(38		)	(175		)
Net realized gains on sale of investments	$	130		$	170

Debt Securities Available-for-Sale

The amortized cost and fair value of AFS debt securities were as follows:



	March 31, 2019								December 31, 2018
In millions of dollars	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value		Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
Debt securities AFS
Mortgage-backed securities⁽¹⁾
U.S. government-sponsored agency guaranteed	$	39,228	$	539	$	434	$	39,333	$	43,504	$	241	$	725	$	43,020
Alt-A	1		—		—		1		1		—		—		1
Non-U.S. residential	1,117		4		1		1,120		1,310		4		2		1,312
Commercial	138		1		1		138		173		1		2		172
Total mortgage-backed securities	$	40,484	$	544	$	436	$	40,592	$	44,988	$	246	$	729	$	44,505
U.S. Treasury and federal agency securities
U.S. Treasury	$	100,267	$	25	$	1,003	$	99,289	$	109,376	$	33	$	1,339	$	108,070
Agency obligations	8,472		2		90		8,384		9,283		1		132		9,152
Total U.S. Treasury and federal agency securities	$	108,739	$	27	$	1,093	$	107,673	$	118,659	$	34	$	1,471	$	117,222
State and municipal	$	8,012	$	162	$	65	$	8,109	$	9,372	$	96	$	262	$	9,206
Foreign government	101,296		455		395		101,356		100,872		415		596		100,691
Corporate	12,366		59		115		12,310		11,714		42		157		11,599
Asset-backed securities⁽¹⁾	1,421		1		2		1,420		845		2		4		843
Other debt securities	3,671		1		—		3,672		3,973		—		1		3,972
Total debt securities AFS	$	275,989	$	1,249	$	2,106	$	275,132	$	290,423	$	835	$	3,220	$	288,038

(1)

The Company invests in mortgage- and asset-backed securities. These securitizations are generally considered VIEs. The Company’s maximum exposure to loss from these VIEs is equal to the carrying amount of the securities, which is reflected in the table above. For mortgage- and asset-backed securitizations in which the Company has other involvement, see Note 18 to the Consolidated Financial Statements.

The following table shows the fair value of AFS debt securities that have been in an unrealized loss position:



	Less than 12 months				12 months or longer				Total
In millions of dollars	Fair value		Gross unrealized losses		Fair value		Gross unrealized losses		Fair value		Gross unrealized losses
March 31, 2019
Debt securities AFS
Mortgage-backed securities
U.S. government agency guaranteed	$	9,176	$	268	$	8,102	$	166	$	17,278	$	434
Non-U.S. residential	387		1		1		—		388		1
Commercial	14		—		104		1		118		1
Total mortgage-backed securities	$	9,577	$	269	$	8,207	$	167	$	17,784	$	436
U.S. Treasury and federal agency securities
U.S. Treasury	$	8,496	$	48	$	80,174	$	955	$	88,670	$	1,003
Agency obligations	126		2		8,098		88		8,224		90
Total U.S. Treasury and federal agency securities	$	8,622	$	50	$	88,272	$	1,043	$	96,894	$	1,093
State and municipal	$	928	$	6	$	968	$	59	$	1,896	$	65
Foreign government	32,453		159		11,945		236		44,398		395
Corporate	3,252		96		2,127		19		5,379		115
Asset-backed securities	306		2		56		—		362		2
Other debt securities	816		—		—		—		816		—
Total debt securities AFS	$	55,954	$	582	$	111,575	$	1,524	$	167,529	$	2,106
December 31, 2018
Debt securities AFS
Mortgage-backed securities
U.S. government agency guaranteed	$	11,160	$	286	$	13,143	$	439	$	24,303	$	725
Non-U.S. residential	284		2		2		—		286		2
Commercial	79		1		82		1		161		2
Total mortgage-backed securities	$	11,523	$	289	$	13,227	$	440	$	24,750	$	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	$	69,236	$	752	$	118,258	$	2,468	$	187,494	$	3,220

The following table presents the amortized cost and fair value of AFS debt securities by contractual maturity dates:



	March 31, 2019				December 31, 2018
In millions of dollars	Amortized cost		Fair value		Amortized cost		Fair value
Mortgage-backed securities⁽¹⁾
Due within 1 year	$	68	$	68	$	14	$	14
After 1 but within 5 years	706		707		662		661
After 5 but within 10 years	1,824		1,922		2,779		2,828
After 10 years⁽²⁾	37,886		37,895		41,533		41,002
Total	$	40,484	$	40,592	$	44,988	$	44,505
U.S. Treasury and federal agency securities
Due within 1 year	$	39,674	$	39,554	$	41,941	$	41,867
After 1 but within 5 years	68,442		67,520		76,139		74,800
After 5 but within 10 years	597		573		489		462
After 10 years⁽²⁾	26		26		90		93
Total	$	108,739	$	107,673	$	118,659	$	117,222
State and municipal
Due within 1 year	$	1,674	$	1,673	$	2,586	$	2,586
After 1 but within 5 years	1,542		1,546		1,676		1,675
After 5 but within 10 years	573		595		585		602
After 10 years⁽²⁾	4,223		4,295		4,525		4,343
Total	$	8,012	$	8,109	$	9,372	$	9,206
Foreign government
Due within 1 year	$	41,824	$	41,806	$	39,078	$	39,028
After 1 but within 5 years	46,950		46,936		50,125		49,962
After 5 but within 10 years	11,034		11,083		10,153		10,149
After 10 years⁽²⁾	1,488		1,531		1,516		1,552
Total	$	101,296	$	101,356	$	100,872	$	100,691
All other⁽³⁾
Due within 1 year	$	6,867	$	6,865	$	6,166	$	6,166
After 1 but within 5 years	8,199		8,188		8,459		8,416
After 5 but within 10 years	1,429		1,410		1,474		1,427
After 10 years⁽²⁾	963		939		433		405
Total	$	17,458	$	17,402	$	16,532	$	16,414
Total debt securities AFS	$	275,989	$	275,132	$	290,423	$	288,038


(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.

Debt Securities Held-to-Maturity

The carrying value and fair value of debt securities HTM were as follows:



In millions of dollars	Carrying value		Gross unrealized gains		Gross unrealized losses		Fair value
March 31, 2019
Debt securities held-to-maturity
Mortgage-backed securities⁽¹⁾
U.S. government agency guaranteed⁽²⁾	$	38,286	$	392	$	296	$	38,382
Non-U.S. residential	1,313		13		1		1,325
Commercial	424		1		1		424
Total mortgage-backed securities	$	40,023	$	406	$	298	$	40,131
State and municipal	$	7,648	$	285	$	70	$	7,863
Foreign government	1,000		—		11		989
Asset-backed securities⁽¹⁾	18,171		6		86		18,091
Total debt securities held-to-maturity	$	66,842	$	697	$	465	$	67,074
December 31, 2018
Debt securities held-to-maturity
Mortgage-backed securities⁽¹⁾
U.S. government agency guaranteed	$	34,239	$	199	$	578	$	33,860
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 held-to-maturity	$	63,357	$	386	$	853	$	62,890

(1)


(2)	In March 2019, Citibank transferred $5 billion of agency residential mortgage-backed securities (RMBS) 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 $56 million. The loss amounts will remain in AOCI and be amortized over the remaining life of the securities.

The table below shows the fair value of debt securities HTM that have been in an unrecognized loss position:



	Less than 12 months				12 months or longer				Total
In millions of dollars	Fair value		Gross unrecognized losses		Fair value		Gross unrecognized losses		Fair value		Gross unrecognized losses
March 31, 2019
Debt securities held-to-maturity
Mortgage-backed securities	$	4,577	$	11	$	18,150	$	287	$	22,727	$	298
State and municipal	206		6		954		64		1,160		70
Foreign government	989		11		—		—		989		11
Asset-backed securities	12,581		86		—		—		12,581		86
Total debt securities held-to-maturity	$	18,353	$	114	$	19,104	$	351	$	37,457	$	465
December 31, 2018
Debt securities held-to-maturity
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 held-to-maturity	$	17,814	$	190	$	19,328	$	663	$	37,142	$	853

Note: Excluded from the gross unrecognized losses presented in the table above are $(683) million and $(653) million of net unrealized losses recorded in AOCI as of March 31, 2019 and December 31, 2018, respectively, primarily related to the difference between the amortized cost and carrying value of HTM debt securities that were reclassified from AFS. Substantially all of these net unrecognized losses relate to securities that have been in a loss position for 12 months or longer at March 31, 2019 and December 31, 2018.

100

The following table presents the carrying value and fair value of HTM debt securities by contractual maturity dates:



	March 31, 2019				December 31, 2018
In millions of dollars	Carrying value		Fair value		Carrying value		Fair value
Mortgage-backed securities
Due within 1 year	$	3	$	3	$	3	$	3
After 1 but within 5 years	544		547		539		540
After 5 but within 10 years	1,822		1,845		997		1,011
After 10 years⁽¹⁾	37,654		37,736		34,407		34,024
Total	$	40,023	$	40,131	$	35,946	$	35,578
State and municipal
Due within 1 year	$	37	$	37	$	37	$	37
After 1 but within 5 years	221		228		168		174
After 5 but within 10 years	487		500		540		544
After 10 years⁽¹⁾	6,903		7,098		6,883		6,902
Total	$	7,648	$	7,863	$	7,628	$	7,657
Foreign government
Due within 1 year	$	20	$	20	$	60	$	36
After 1 but within 5 years	980		969		967		967
After 5 but within 10 years	—		—		—		—
After 10 years⁽¹⁾	—		—		—		—
Total	$	1,000	$	989	$	1,027	$	1,003
All other⁽²⁾
Due within 1 year	$	—	$	—	$	—	$	—
After 1 but within 5 years	—		—		—		—
After 5 but within 10 years	3,039		3,041		2,535		2,539
After 10 years⁽¹⁾	15,132		15,050		16,221		16,113
Total	$	18,171	$	18,091	$	18,756	$	18,652
Total debt securities held-to-maturity	$	66,842	$	67,074	$	63,357	$	62,890


(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.

101

Evaluating Investments for Other-Than-Temporary Impairment

Debt Securities

Overview

The Company conducts periodic reviews of all debt securities with unrealized losses to evaluate whether the impairment is other-than-temporary. This review applies to all debt securities that are not measured at fair value through earnings.

An unrealized loss exists when the current fair value of an individual debt security is less than its amortized cost basis. Unrealized losses that are determined to be temporary in nature are recorded, net of tax, in AOCI for AFS debt securities. Temporary losses related to HTM debt securities generally are not recorded, as these investments are carried at adjusted amortized cost basis. However, for HTM debt securities with credit-related impairment, the credit loss is recognized in earnings as OTTI, and any difference between the cost basis adjusted for the OTTI and fair value is recognized in AOCI and amortized as an adjustment of yield over the remaining contractual life of the security. For debt securities transferred to HTM from Trading account assets, amortized cost is defined as the fair value of the securities at the date of transfer, plus any accretion income and less any impairment recognized in earnings subsequent to transfer. For debt securities transferred to HTM from AFS, amortized cost is defined as the original purchase cost, adjusted for the cumulative accretion or amortization of any purchase discount or premium, plus or minus any cumulative fair value hedge adjustments, net of accretion or amortization, and less any impairment recognized in earnings.

Regardless of the classification of debt securities as AFS or HTM, the Company assesses each position with an unrealized loss for OTTI. Factors considered in determining whether a loss is temporary include:


•	the length of time and the extent to which fair value has been below cost;


•	the severity of the impairment;


•	the cause of the impairment and the financial condition and near-term prospects of the issuer;


•	activity in the market of the issuer that may indicate adverse credit conditions; and


•	the Company’s ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery.

The Company’s review for impairment generally entails:


•	identification and evaluation of impaired investments;


•	analysis of individual investments that have fair values less than amortized cost, including consideration of the length of time the investment has been in an unrealized loss position and the expected recovery period;


•	consideration of evidential matter, including an evaluation of factors or triggers that could cause individual investments to qualify as having other-than-temporary impairment and those that would not support other-than-temporary impairment; and


•	documentation of the results of these analyses, as required under business policies.

The entire difference between amortized cost basis and fair value is recognized in earnings as OTTI for impaired debt securities that the Company has an intent to sell or for which the Company believes it will more-likely-than-not be required to sell prior to recovery of the amortized cost basis. However, for those debt securities that the Company does not intend to sell and is not likely to be required to sell, only the credit-related impairment is recognized in earnings and any non-credit-related impairment is recorded in AOCI.

For debt securities, credit impairment exists where management does not expect to receive contractual principal and interest cash flows sufficient to recover the entire amortized cost basis of a security.

The sections below describe the Company’s process for identifying credit-related impairments for debt security types that have the most significant unrealized losses as of March 31, 2019.

Mortgage-Backed Securities

For U.S. mortgage-backed securities, credit impairment is assessed using a cash flow model that estimates the principal and interest cash flows on the underlying mortgages using the security-specific collateral and transaction structure. The model distributes the estimated cash flows to the various tranches of securities, considering the transaction structure and any subordination and credit enhancements that exist in that structure. The cash flow model incorporates actual cash flows on the mortgage-backed securities through the current period and then estimates the remaining cash flows using a number of assumptions, including default rates, prepayment rates, recovery rates (on foreclosed properties) and loss severity rates (on non-agency mortgage-backed securities).

Management develops specific assumptions using market data, internal estimates and estimates published by rating agencies and other third-party sources. Default rates are projected by considering current underlying mortgage loan performance, generally assuming the default of (i) 10% of current loans, (ii) 25% of 30–59 day delinquent loans, (iii) 70% of 60–90 day delinquent loans and (iv) 100% of 91+ day delinquent loans. These estimates are extrapolated along a default timing curve to estimate the total lifetime pool default rate. Other assumptions contemplate the actual collateral attributes, including geographic concentrations, rating actions and current market prices.

Cash flow projections are developed using different stress test scenarios. Management evaluates the results of those stress tests (including the severity of any cash shortfall indicated and the likelihood of the stress scenarios actually occurring based on the underlying pool’s characteristics and performance) to assess whether management expects to recover the amortized cost basis of the security. If cash flow projections indicate that the Company does not expect to recover its amortized cost basis, the Company recognizes the estimated credit loss in earnings.

102

State and Municipal Securities

The process for identifying credit impairments in Citigroup’s AFS and HTM state and municipal bonds is primarily based on a credit analysis that incorporates third-party credit ratings. Citigroup monitors the bond issuers and any insurers providing default protection in the form of financial guarantee insurance. The average external credit rating, ignoring any insurance, is Aa3/AA-. In the event of an external rating downgrade or other indicator of credit impairment (i.e., based on instrument-specific estimates of cash flows or probability of issuer default), the subject bond is specifically reviewed for adverse changes in the amount or timing of expected contractual principal and interest payments.

For state and municipal bonds with unrealized losses that Citigroup plans to sell, or would be more-likely-than-not required to sell, the full impairment is recognized in earnings.

Equity Method Investments

Management assesses equity method investments that have fair values that are less than their respective carrying values for OTTI. Fair value is measured as price multiplied by quantity if the investee has publicly listed securities. If the investee is not publicly listed, other methods are used (see Note 20 to the Consolidated Financial Statements).

For impaired equity method investments that Citi plans to sell prior to recovery of value or would likely be required to sell, with no expectation that the fair value will recover prior to the expected sale date, the full impairment is recognized in earnings as OTTI regardless of severity and duration. The measurement of the OTTI does not include partial projected recoveries subsequent to the balance sheet date.

For impaired equity method investments that management does not plan to sell and is not likely to be required to sell prior to recovery of value, the evaluation of whether an impairment is other-than-temporary is based on (i) whether and when an equity method investment will recover in value and (ii) whether the investor has the intent and ability to hold that investment for a period of time sufficient to recover the value. The determination of whether the impairment is considered other-than-temporary considers the following indicators:


•	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.

103

Recognition and Measurement of OTTI

The following tables present total OTTI on Investments recognized in earnings:



	Three Months Ended March 31, 2019
In millions of dollars	AFS		HTM		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	3		—		3
Total OTTI losses recognized in earnings	$	3	$	—	$	3



	Three Months Ended March 31, 2018
In millions of dollars	AFS		HTM		Total
Impairment losses related to securities that the Company does not intend to sell nor will likely be required to sell:
Total OTTI losses recognized during the period	$	—	$	—	$	—
Less: portion of impairment loss recognized in AOCI (before taxes)	—		—		—
Net impairment losses recognized in earnings for securities that the Company does not intend to sell nor will likely be required to sell	$	—	$	—	$	—
Impairment losses recognized in earnings for securities that the Company intends to sell, would be more-likely-than-not required to sell or will be subject to an issuer call deemed probable of exercise	27		—		27
Total impairment losses recognized in earnings	$	27	$	—	$	27

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



	Cumulative OTTI credit losses recognized in earnings on debt securities still held
In millions of dollars	December 31, 2018 balance		Credit impairments recognized in earnings on securities not previously impaired		Credit impairments recognized in earnings on securities that have been previously impaired		Changes due to credit-impaired securities sold, transferred or matured		March 31, 2019 balance
AFS debt securities
Mortgage-backed securities	$	1	$	—	$	—	$	—	$	1
State and municipal	—		—		—		—		—
Foreign government securities	—		—		—		—		—
Corporate	4		—		—		—		4
All other debt securities	—		—		—		—		—
Total OTTI credit losses recognized for AFS debt securities	$	5	$	—	$	—	$	—	$	5
HTM debt securities
Mortgage-backed securities	$	—	$	—	$	—	$	—	$	—
State and municipal	—		—		—		—		—
Total OTTI credit losses recognized for HTM debt securities	$	—	$	—	$	—	$	—	$	—

104



	Cumulative OTTI credit losses recognized in earnings on debt securities still held
In millions of dollars	December 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⁾			March 31, 2018 balance
AFS debt securities
Mortgage-backed securities⁽²⁾	$	38	$	—	$	—	$	(13	)	$	25
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	$	—	$	—	$	(17	)	$	31
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 Hedge 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.

Non-Marketable Equity Securities Not Carried at Fair Value

Non-marketable equity securities are required to be 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.

The election to measure a non-marketable equity security using the measurement alternative is made on an instrument-by-instrument basis. Under the measurement alternative, an equity security is carried at cost plus or minus changes resulting from observable prices in orderly transactions for the identical or a similar investment of the same issuer. The carrying value of the equity security is adjusted to fair value on the date of an observed transaction. Fair value may differ from the observed transaction price due to a number of factors, including marketability adjustments and differences in rights and obligations when the observed transaction is not for the identical investment held by Citi.

Equity securities under the measurement alternative are also assessed for impairment. On a quarterly basis, management qualitatively assesses whether each equity security under the measurement alternative is impaired. Impairment indicators that are considered include, but are not limited to, the following:


•	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.

When the qualitative assessment indicates that impairment exists, the investment is written down to fair value, with the full difference between the fair value of the investment and its carrying amount recognized in earnings.

105

Below is the carrying value of non-marketable equity securities measured using the measurement alternative at March 31, 2019 and December 31, 2018:

Below are amounts recognized in earnings for the three months ended March 31, 2019 and 2018, and life-to-date amounts as of March 31, 2019 on non-marketable equity securities measured using the measurement alternative:



	Three Months Ended March 31,
In millions of dollars	2019		2018
Measurement alternative:
Impairment losses⁽¹⁾	$	5	$	1
Downward changes for observable prices⁽¹⁾	—		2
Upward changes for observable prices⁽¹⁾	66		123


(1)	See Note 20 to the Consolidated Financial Statements for additional information on these nonrecurring fair value measurements.



	Life-to-date amounts on securities still held
In millions of dollars	March 31, 2019
Measurement alternative:
Impairment losses	$	12
Downward changes for observable prices	18
Upward changes for observable prices	285

A similar impairment analysis is performed for non-marketable equity securities carried at cost. For the three months ended March 31, 2019 and 2018, there was no impairment loss recognized in earnings for non-marketable equity securities carried at cost.

Investments in Alternative Investment Funds That Calculate Net Asset Value

The Company holds investments in certain alternative investment funds that calculate net asset value (NAV), or its equivalent, including hedge funds, private equity funds, funds

of funds and real estate funds, as provided by third-party asset managers. Investments in such funds are generally classified as non-marketable equity securities carried at fair value. The fair values of these investments are estimated using the NAV of the Company’s ownership interest in the funds. Some of

these investments are in “covered funds” for purposes of the Volcker Rule, which prohibits certain proprietary investment activities and limits the ownership of, and relationships with, covered funds. On April 21, 2017, Citi’s request for extension of the permitted holding period under the Volcker Rule for certain of its investments in illiquid funds was approved, allowing the Company to hold such investments until the earlier of five years from the July 21, 2017 expiration date of the general conformance period, or the date such investments mature or are otherwise conformed with the Volcker Rule.



	Fair value				Unfunded commitments				Redemption frequency (if currently eligible) monthly, quarterly, annually	Redemption notice period
In millions of dollars	March 31, 2019		December 31, 2018		March 31, 2019		December 31, 2018
Hedge funds	$	—	$	—	$	—	$	—	Generally quarterly	10–95 days
Private equity funds⁽¹⁾⁽²⁾	160		168		62		62		—	—
Real estate funds⁽²⁾⁽³⁾	14		14		19		19		—	—
Mutual/collective investment funds	25		25		—		—		—	—
Total	$	199	$	207	$	81	$	81	—	—


(1)	Private equity funds include funds that invest in infrastructure, emerging markets and venture capital.

(2)

With respect to the Company’s investments in private equity funds and real estate funds, distributions from each fund will be received as the underlying assets held by these funds are liquidated. It is estimated that the underlying assets of these funds will be liquidated over a period of several years as market conditions allow. Private equity and real estate funds do not allow redemption of investments by their investors. Investors are permitted to sell or transfer their investments, subject to the approval of the general partner or investment manager of these funds, which generally may not be unreasonably withheld.


(3)	Includes several real estate funds that invest primarily in commercial real estate in the U.S., Europe and Asia.

106

13. LOANS

Citigroup loans are reported in two categories: consumer and corporate. These categories are classified primarily according to the segment and subsegment that manage the loans. For additional information regarding Citi’s consumer and corporate loans, including related accounting policies, see Note 14 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.

Consumer Loans

Consumer loans represent loans and leases managed primarily by GCB and Corporate/Other. The following table provides Citi’s consumer loans by loan type:



In millions of dollars	March 31, 2019		December 31, 2018
In U.S. offices
Mortgage and real estate⁽¹⁾	$	57,461	$	60,127
Installment, revolving credit and other	3,257		3,398
Cards	135,206		143,788
Commercial and industrial	8,859		8,256
Total	$	204,783	$	215,569
In offices outside the U.S.
Mortgage and real estate⁽¹⁾	$	43,184	$	43,379
Installment, revolving credit and other	27,525		27,609
Cards	24,763		25,400
Commercial and industrial	18,884		17,773
Lease financing	47		49
Total	$	114,403	$	114,210
Total consumer loans	$	319,186	$	329,779
Net unearned income	$	701	$	708
Consumer loans, net of unearned income	$	319,887	$	330,487


(1)	Loans secured primarily by real estate.

During the three months ended March 31, 2019 and 2018, the Company sold and/or reclassified to HFS $1.9 billion and $0.8 billion, respectively, of consumer loans.

107

Consumer Loan Delinquency and Non-Accrual Details at March 31, 2019



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⁾	$	44,047	$	393	$	234	$	677	$	45,351	$	564	$	456
Home equity loans⁽⁶⁾⁽⁷⁾	10,527		174		236		—		10,937		500		—
Credit cards	132,572		1,590		1,746		—		135,908		—		1,746
Installment and other	3,257		41		15		—		3,313		21		—
Commercial banking loans	10,303		9		48		—		10,360		145		—
Total	$	200,706	$	2,207	$	2,279	$	677	$	205,869	$	1,230	$	2,202
In offices outside North America
Residential first mortgages⁽⁵⁾	$	35,777	$	203	$	134	$	—	$	36,114	$	397	$	—
Credit cards	23,561		417		365		—		24,343		297		234
Installment and other	25,687		244		97		—		26,028		130		—
Commercial banking loans	27,415		53		64		—		27,532		151		—
Total	$	112,440	$	917	$	660	$	—	$	114,017	$	975	$	234
Total GCB and Corporate/Other— Consumer	$	313,146	$	3,124	$	2,939	$	677	$	319,886	$	2,205	$	2,436
Other⁽⁸⁾	1		—		—		—		1		—		—
Total Citigroup	$	313,147	$	3,124	$	2,939	$	677	$	319,887	$	2,205	$	2,436


(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 $0.5 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 GCB or Corporate/Other consumer credit metrics.

108

Consumer Loan Delinquency and Non-Accrual Details at December 31, 2018



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 GCB or Corporate/Other consumer credit metrics.

Consumer Credit Scores (FICO)

The following tables provide details on the FICO scores for Citi’s U.S. consumer loan portfolio based on end-of-period receivables (commercial banking loans are excluded from the table since they are business based and FICO scores are not a primary driver in their credit evaluation). FICO scores are updated monthly for substantially all of the portfolio or, otherwise, on a quarterly basis for the remaining portfolio.



FICO score distribution in U.S. portfolio⁽¹⁾⁽²⁾	March 31, 2019
In millions of dollars	Less than 680		680 to 760		Greater than 760
Residential first mortgages	$	4,169	$	12,922	$	25,874
Home equity loans	2,321		4,093		4,188
Credit cards	32,056		55,975		45,934
Installment and other	611		1,009		1,105
Total	$	39,157	$	73,999	$	77,101



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


(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.

109

Loan to Value (LTV) Ratios

The following tables provide details on the LTV ratios for Citi’s U.S. consumer mortgage portfolios. LTV ratios are updated monthly using the most recent Core Logic Home Price Index data available for substantially all of the portfolio applied at the Metropolitan Statistical Area level, if available, or the state level if not. The remainder of the portfolio is updated in a similar manner using the Federal Housing Finance Agency indices.



LTV distribution in U.S. portfolio⁽¹⁾⁽²⁾	March 31, 2019
In millions of dollars	Less than or equal to 80%		> 80% but less than or equal to 100%		Greater than 100%
Residential first mortgages	$	40,112	$	2,745	$	234
Home equity loans	8,955		1,224		380
Total	$	49,067	$	3,969	$	614



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


(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.

110

Impaired Consumer Loans

The following tables present information about impaired consumer loans and interest income recognized on impaired consumer loans:



									Three Months Ended March 31,
	Balance at March 31, 2019								2019		2018
In millions of dollars	Recorded investment⁽¹⁾⁽²⁾		Unpaid principal balance		Related specific allowance⁽³⁾		Average carrying value⁽⁴⁾		Interest income recognized⁽⁵⁾		Interest income recognized⁽⁵⁾
Mortgage and real estate
Residential first mortgages	$	2,085	$	2,289	$	162	$	2,250	$	17	$	21
Home equity loans	672		938		123		698		2		7
Credit cards	1,860		1,891		702		1,818		26		30
Installment and other
Individual installment and other	397		429		146		402		5		6
Commercial banking	274		527		38		282		3		3
Total	$	5,288	$	6,074	$	1,171	$	5,450	$	53	$	67


(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)	$508 million of residential first mortgages, $255 million of home equity loans and $4 million of commercial market loans do not have a specific allowance.

(3) Included in the Allowance for loan losses.


(4)	Average carrying value represents the average recorded investment ending balance for the last four quarters and does not include the related specific allowance.

(5) Includes amounts recognized on both an accrual and cash basis.



	Balance, December 31, 2018
In millions of dollars	Recorded investment⁽¹⁾⁽²⁾		Unpaid principal balance		Related specific allowance⁽³⁾		Average carrying value⁽⁴⁾
Mortgage and real estate
Residential first mortgages	$	2,130	$	2,329	$	178	$	2,483
Home equity loans	684		946		122		698
Credit cards	1,818		1,842		677		1,815
Installment and other
Individual installment and other	400		434		146		414
Commercial banking	252		432		55		286
Total	$	5,284	$	5,983	$	1,178	$	5,696


(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 market loans do not have a specific allowance.


(3)	Included in the Allowance for loan losses.


(4)	Average carrying value represents the average recorded investment ending balance for the last four quarters and does not include the related specific allowance.

111

Consumer Troubled Debt Restructurings



	For the Three Months Ended March 31, 2019
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	493	$	74	$	—	$	—	$	—	—	%
Home equity loans	206	21		1		—		—		2
Credit cards	72,247	305		—		—		—		18
Installment and other revolving	351	3		—		—		—		6
Commercial banking⁽⁶⁾	15	38		—		—		—		—
Total⁽⁸⁾	73,312	$	441	$	1	$	—	$	—
International
Residential first mortgages	725	$	20	$	—	$	—	$	—	—	%
Credit cards	18,493	75		—		—		3		16
Installment and other revolving	7,552	45		—		—		2		10
Commercial banking⁽⁶⁾	99	32		—		—		—		—
Total⁽⁸⁾	26,869	$	172	$	—	$	—	$	5



	For the Three Months Ended March 31, 2018
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	588	$	89	$	1	$	—	$	—	—	%
Home equity loans	456	41		2		—		—		1
Credit cards	63,203	244		—		—		—		18
Installment and other revolving	342	3		—		—		—		5
Commercial banking⁽⁶⁾	9	1		—		—		—		—
Total⁽⁸⁾	64,598	$	378	$	3	$	—	$	—
International
Residential first mortgages	549	$	18	$	—	$	—	$	—	—	%
Credit cards	23,394	94		—		—		2		15
Installment and other revolving	9,325	59		—		—		2		10
Commercial banking⁽⁶⁾	145	28		—		—		—		2
Total⁽⁸⁾	33,413	$	199	$	—	$	—	$	4


(1)	Post-modification balances include past due amounts that are capitalized at the modification date.

(2)

Post-modification balances in North America include $7 million of residential first mortgages and $2 million of home equity loans to borrowers who have gone through Chapter 7 bankruptcy in the three months ended March 31, 2019. These amounts include $4 million of residential first mortgages and $2 million of home equity loans that were newly classified as TDRs in the three months ended March 31, 2019, 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 $11 million of residential first mortgages and $4 million of home equity loans to borrowers who have gone through Chapter 7 bankruptcy in the three months ended March 31, 2018. These amounts include $8 million of residential first mortgages and $3 million of home equity loans that were newly classified as TDRs in the three months ended March 31, 2018, 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.

112

The following table presents consumer TDRs that defaulted for which the payment default occurred within one year of a permanent modification. Default is defined as 60 days past due, except for classifiably managed commercial banking loans, where default is defined as 90 days past due.



	Three Months Ended March 31,
In millions of dollars	2019		2018
North America
Residential first mortgages	$	23	$	44
Home equity loans	3		10
Credit cards	70		59
Installment and other revolving	1		1
Commercial banking	—		8
Total	$	97	$	122
International
Residential first mortgages	$	3	$	2
Credit cards	38		53
Installment and other revolving	18		24
Commercial banking	—		—
Total	$	59	$	79

Corporate Loans

Corporate loans represent loans and leases managed by ICG. The following table presents information by corporate loan type:



In millions of dollars	March 31, 2019			December 31, 2018
In U.S. offices
Commercial and industrial	$	56,698		$	52,063
Financial institutions	49,985			48,447
Mortgage and real estate⁽¹⁾	49,746			50,124
Installment, revolving credit and other	32,768			33,247
Lease financing	1,405			1,429
	$	190,602		$	185,310
In offices outside the U.S.
Commercial and industrial	$	97,844		$	94,701
Financial institutions	39,155			36,837
Mortgage and real estate⁽¹⁾	7,005			7,376
Installment, revolving credit and other	24,868			25,684
Lease financing	95			103
Governments and official institutions	3,698			4,520
	$	172,665		$	169,221
Total corporate loans	$	363,267		$	354,531
Net unearned income	$	(808	)	$	(822	)
Corporate loans, net of unearned income	$	362,459		$	353,709


(1)	Loans secured primarily by real estate.

The Company sold and/or reclassified to held-for-sale $0.1 billion of corporate loans during the three months ended March 31, 2019 and 2018. The Company did not have significant purchases of corporate loans classified as held-for-investment for the three months ended March 31, 2019 or 2018.

Lease financing

Citi is a lessor in the power, railcars, shipping and aircraft sectors, where the Company has executed operating, direct financing and leveraged leases. Citi’s $1.5 billion of lease financing receivables, as of March 31, 2019, is composed of approximately equal balances of direct financing lease receivables and net investments in leveraged leases. Citi uses the interest rate implicit in the lease to determine the present value of its lease financing receivables. Citi recognized $21 million of interest income on direct financing and leveraged leases during the three months ended March 31, 2019.

The Company’s leases have an average remaining maturity of approximately 4 years. In certain cases, Citi obtains residual value insurance from third parties and/or the lessee to manage the risk associated with the residual value of the leased assets. The receivable related to the residual value of the leased assets is approximately $0.9 billion as of March 31, 2019, while the amount covered by residual value guarantees is approximately $0.3 billion.

The Company’s operating leases, where Citi is a lessor, are not significant to the consolidated financial statements.

113

Corporate Loan Delinquency and Non-Accrual Details at March 31, 2019



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	$	455	$	125	$	580	$	1,177	$	151,074	$	152,831
Financial institutions	301		136		437		92		86,487		87,016
Mortgage and real estate	191		—		191		182		56,359		56,732
Leases	16		19		35		—		1,465		1,500
Other	128		76		204		31		60,291		60,526
Loans at fair value											3,854
Total	$	1,091	$	356	$	1,447	$	1,482	$	355,676	$	362,459

Corporate Loan Delinquency and Non-Accrual Details at December 31, 2018



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


(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 or more 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.

114

Corporate Loans Credit Quality Indicators



	Recorded investment in loans⁽¹⁾
In millions of dollars	March 31, 2019		December 31, 2018
Investment grade⁽²⁾
Commercial and industrial	$	108,423	$	102,722
Financial institutions	75,708		73,080
Mortgage and real estate	25,068		25,855
Leases	1,229		1,036
Other	53,919		57,299
Total investment grade	$	264,347	$	259,992
Non-investment grade⁽²⁾
Accrual
Commercial and industrial	$	43,230	$	41,645
Financial institutions	11,216		10,686
Mortgage and real estate	3,468		3,793
Leases	271		496
Other	6,577		4,981
Non-accrual
Commercial and industrial	1,177		919
Financial institutions	92		102
Mortgage and real estate	182		215
Leases	—		—
Other	31		75
Total non-investment grade	$	66,244	$	62,912
Non-rated private bank loans managed on a delinquency basis⁽²⁾	$	28,014	$	27,602
Loans at fair value	3,854		3,203
Corporate loans, net of unearned income	$	362,459	$	353,709


(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.

115

Non-Accrual Corporate Loans

The following tables present non-accrual loan information by corporate loan type and interest income recognized on non-accrual corporate loans:



	March 31, 2019								Three Months Ended March 31, 2019
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	$	1,177	$	1,336	$	127	$	1,079	$	14
Financial institutions	92		113		34		101		—
Mortgage and real estate	182		376		15		231		—
Lease financing	—		—		—		10		—
Other	31		117		19		69		—
Total non-accrual corporate loans	$	1,482	$	1,942	$	195	$	1,490	$	14



	December 31, 2018
In millions of dollars	Recorded investment⁽¹⁾		Unpaid principal balance		Related specific allowance		Average carrying value⁽²⁾
Non-accrual corporate loans
Commercial and industrial	$	919	$	1,070	$	183	$	1,099
Financial institutions	102		123		35		99
Mortgage and real estate	215		323		39		233
Lease financing	—		28		—		21
Other	75		165		6		83
Total non-accrual corporate loans	$	1,311	$	1,709	$	263	$	1,535



	March 31, 2019				December 31, 2018
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	$	450	$	127	$	603	$	183
Financial institutions	64		34		76		35
Mortgage and real estate	83		15		100		39
Lease financing	—		—		—		—
Other	14		19		24		6
Total non-accrual corporate loans with specific allowance	$	611	$	195	$	803	$	263
Non-accrual corporate loans without specific allowance
Commercial and industrial	$	727			$	316
Financial institutions	28				26
Mortgage and real estate	99				115
Lease financing	—				—
Other	17				51
Total non-accrual corporate loans without specific allowance	$	871	N/A		$	508	N/A


(1)	Recorded investment in a loan includes net deferred loan fees and costs, unamortized premium or discount, less any direct write-downs.


(2)	Average carrying value represents the average recorded investment balance and does not include related specific allowance.


(3)	Interest income recognized for the three months ended March 31, 2018 was $4 million.

N/A Not applicable

116

Corporate Troubled Debt Restructurings

For the three months ended March 31, 2019:



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	$	16	$	—	$	—	$	16
Mortgage and real estate	4		—		—		4
Total	$	20	$	—	$	—	$	20

For the three months ended March 31, 2018:



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	$	2	$	—	$	—	$	2
Mortgage and real estate	1		—		—		1
Total	$	3	$	—	$	—	$	3

(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.

The following table presents total corporate loans modified in a TDR as well as those TDRs that defaulted and for which the payment default occurred within one year of a permanent modification. Default is defined as 60 days past due, except for classifiably managed commercial banking loans, where default is defined as 90 days past due.



In millions of dollars	TDR balances at March 31, 2019		TDR loans in payment default during the three months ended March 31, 2019		TDR balances at March 31, 2018		TDR loans in payment default during the three months ended March 31, 2018
Commercial and industrial	$	410	$	—	$	507	$	59
Financial institutions	13		—		40		—
Mortgage and real estate	112		—		98		—
Other	4		—		41		—
Total⁽¹⁾	$	539	$	—	$	686	$	59


(1)	The above table reflects activity for loans outstanding that were considered TDRs as of the end of the reporting period.

117

14. ALLOWANCE FOR CREDIT LOSSES



	Three Months Ended March 31,
In millions of dollars	2019			2018
Allowance for loan losses at beginning of period	$	12,315		$	12,355
Gross credit losses	(2,345		)	(2,296		)
Gross recoveries⁽¹⁾	397			429
Net credit losses (NCLs)	$	(1,948	)	$	(1,867	)
NCLs	$	1,948		$	1,867
Net reserve builds (releases)	67			102
Net specific reserve builds (releases)	(71		)	(166		)
Total provision for loan losses	$	1,944		$	1,803
Other, net (see table below)	18			63
Allowance for loan losses at end of period	$	12,329		$	12,354
Allowance for credit losses on unfunded lending commitments at beginning of period	$	1,367		$	1,258
Provision (release) for unfunded lending commitments	24			28
Other, net	—			4
Allowance for credit losses on unfunded lending commitments at end of period⁽²⁾	$	1,391		$	1,290
Total allowance for loans, leases and unfunded lending commitments	$	13,720		$	13,644


(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	Three Months Ended March 31,
In millions of dollars	2019			2018
Sales or transfers of various consumer loan portfolios to HFS
Transfer of real estate loan portfolios	$	—		$	(53	)
Transfer of other loan portfolios	—			(2		)
Sales or transfers of various consumer loan portfolios to HFS	$	—		$	(55	)
FX translation, consumer	26			118
Other	(8		)	—
Other, net	$	18		$	63

Allowance for Credit Losses and End-of-Period Loans



	Three Months Ended
	March 31, 2019									March 31, 2018
In millions of dollars	Corporate			Consumer			Total			Corporate			Consumer			Total
Allowance for loan losses at beginning of period	$	2,365		$	9,950		$	12,315		$	2,486		$	9,869		$	12,355
Charge-offs	(73		)	(2,272		)	(2,345		)	(139		)	(2,157		)	(2,296		)
Recoveries	17			380			397			43			386			429
Replenishment of net charge-offs	56			1,892			1,948			96			1,771			1,867
Net reserve builds (releases)	7			60			67			(19		)	121			102
Net specific reserve builds (releases)	(61		)	(10		)	(71		)	(155		)	(11		)	(166		)
Other	(8		)	26			18			3			60			63
Ending balance	$	2,303		$	10,026		$	12,329		$	2,315		$	10,039		$	12,354

118



	March 31, 2019						December 31, 2018
In millions of dollars	Corporate		Consumer		Total		Corporate		Consumer		Total
Allowance for loan losses
Collectively evaluated in accordance with ASC 450	$	2,108	$	8,853	$	10,961	$	2,102	$	8,770	$	10,872
Individually evaluated in accordance with ASC 310-10-35	195		1,171		1,366		263		1,178		1,441
Purchased credit impaired in accordance with ASC 310-30	—		2		2		—		2		2
Total allowance for loan losses	$	2,303	$	10,026	$	12,329	$	2,365	$	9,950	$	12,315
Loans, net of unearned income
Collectively evaluated in accordance with ASC 450	$	357,210	$	314,454	$	671,664	$	349,292	$	325,055	$	674,347
Individually evaluated in accordance with ASC 310-10-35	1,395		5,288		6,683		1,214		5,284		6,498
Purchased credit impaired in accordance with ASC 310-30	—		125		125		—		128		128
Held at fair value	3,854		20		3,874		3,203		20		3,223
Total loans, net of unearned income	$	362,459	$	319,887	$	682,346	$	353,709	$	330,487	$	684,196

119

15. GOODWILL AND INTANGIBLE ASSETS

Goodwill

The changes in Goodwill were as follows:



In millions of dollars	Global Consumer Banking		Institutional Clients Group			Corporate/Other		Total
Balance at December 31, 2018	$	12,743	$	9,303		$	—	$	22,046
Foreign currency translation and other	—		(9		)	—		(9		)
Balance at March 31, 2019	$	12,743	$	9,294		$	—	$	22,037

There were no triggering events identified and no goodwill was impaired during the first quarter of 2019.

Goodwill impairment testing is performed at the level below each business segment (referred to as a reporting

unit). See Note 3 for further information on business

segments. For additional information regarding Citi’s goodwill impairment testing process, see Notes 1 and 16 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.

Intangible Assets

The components of intangible assets were as follows:



	March 31, 2019						December 31, 2018
In millions of dollars	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Purchased credit card relationships	$	5,734	$	3,985	$	1,749	$	5,733	$	3,936	$	1,797
Credit card contract-related intangibles⁽¹⁾	5,375		2,875		2,500		5,225		2,791		2,434
Core deposit intangibles	424		422		2		419		415		4
Other customer relationships	453		288		165		470		299		171
Present value of future profits	33		29		4		32		29		3
Indefinite-lived intangible assets	220		—		220		218		—		218
Other	84		79		5		84		75		9
Intangible assets (excluding MSRs)	$	12,323	$	7,678	$	4,645	$	12,181	$	7,545	$	4,636
Mortgage servicing rights (MSRs)⁽²⁾	551		—		551		584		—		584
Total intangible assets	$	12,874	$	7,678	$	5,196	$	12,765	$	7,545	$	5,220


(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 March 31, 2019 and December 31, 2018.


(2)	For additional information on Citi’s MSRs, see Note 18 to the Consolidated Financial Statements.

The changes in intangible assets were as follows:



	Net carrying amount at									Net carrying amount at
In millions of dollars	December 31, 2018		Acquisitions/ divestitures		Amortization			FX translation and other		March 31, 2019
Purchased credit card relationships⁽¹⁾	$	1,797	$	—	$	(48	)	$	—	$	1,749
Credit card contract-related intangibles⁽²⁾	2,434		—		(84		)	150		2,500
Core deposit intangibles	4		—		(2		)	—		2
Other customer relationships	171		—		(6		)	—		165
Present value of future profits	3		—		—			1		4
Indefinite-lived intangible assets	218		—		—			2		220
Other	9		—		(4		)	—		5
Intangible assets (excluding MSRs)	$	4,636	$	—	$	(144	)	$	153	$	4,645
Mortgage servicing rights (MSRs)⁽³⁾	584									551
Total intangible assets	$	5,220								$	5,196

120


(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, 2018 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, The Home Depot, Costco, Sears and AT&T credit card program agreements, which represented 97% of the aggregate net carrying amount at March 31, 2019 and December 31, 2018.


(3)	For additional information on Citi’s MSRs, including the rollforward for the three months ended March 31, 2019, see Note 18 to the Consolidated Financial Statements.

16. DEBT

For additional information regarding Citi’s short-term borrowings and long-term debt, see Note 17 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.

Short-Term Borrowings



In millions of dollars	March 31, 2019		December 31, 2018
Commercial paper
Bank⁽¹⁾	$	13,060	$	13,238
Broker-dealer and other⁽²⁾	1,974		—
Total commercial paper	$	15,034	$	13,238
Other borrowings⁽³⁾	24,288		19,108
Total	$	39,322	$	32,346


(1)	Represents Citibank entities as well as other bank entities.


(2)	Represents broker-dealer and other non-bank subsidiaries that are consolidated into Citigroup Inc., the parent holding company.


(3)	Includes borrowings from Federal Home Loan Banks and other market participants. At March 31, 2019 and December 31, 2018, collateralized short-term advances from the Federal Home Loan Banks were $13.3 billion and $9.5 billion, respectively.

Long-Term Debt



In millions of dollars	March 31, 2019		December 31, 2018
Citigroup Inc.⁽¹⁾	$	149,830	$	143,767
Bank⁽²⁾	61,522		61,237
Broker-dealer and other⁽³⁾	32,214		26,995
Total	$	243,566	$	231,999


(1)	Represents the parent holding company.


(2)	Represents Citibank entities as well as other bank entities. At March 31, 2019 and December 31, 2018, collateralized long-term advances from the Federal Home Loan Banks were $10.5 billion and $10.5 billion, respectively.


(3)	Represents broker-dealer and other non-bank subsidiaries that are consolidated into Citigroup Inc., the parent holding company.

Long-term debt outstanding includes trust preferred securities with a balance sheet carrying value of $1.7 billion at both March 31, 2019 and December 31, 2018.

The following table summarizes Citi’s outstanding trust preferred securities at March 31, 2019:



								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 securities and 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	Jun. 2007	99,901	130		3 mo LIBOR + 88.75 bps		50	130		Jun. 28, 2067	June 28, 2017
Total obligated			$	2,570				$	2,576

Note: Distributions on the trust preferred securities and interest on the subordinated debentures are payable semiannually for Citigroup Capital III and Citigroup Capital XVIII and quarterly for Citigroup Capital XIII.


(1)	Represents the notional value received by outside 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.

121

17. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI)

Changes in each component of Citigroup’s Accumulated other comprehensive income (loss) were as follows:

Three Months Ended March 31, 2019



In millions of dollars	Net unrealized gains (losses) on debt 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, 2018	$	(2,250	)	$	192		$	(728	)	$	(6,257	)	$	(28,070	)	$	(57	)	$	(37,170	)
Other comprehensive income before reclassifications	1,226			(575		)	186			(110		)	58			18			803
Increase (decrease) due to amounts reclassified from AOCI	(91		)	4			100			46			—			—			59
Change, net of taxes	$	1,135		$	(571	)	$	286		$	(64	)	$	58		$	18		$	862
Balance at March 31, 2019	$	(1,115	)	$	(379	)	$	(442	)	$	(6,321	)	$	(28,012	)	$	(39	)	$	(36,308	)

Three Months Ended March 31, 2018



In millions of dollars	Net unrealized gains (losses) on debt 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, 2017	$	(1,158	)	$	(921	)	$	(698	)	$	(6,183	)	$	(25,708	)	$	—		$	(34,668	)
Adjustment to opening balance, net of taxes⁽⁶⁾	(3		)	—			—			—			—			—			(3		)
Adjusted balance, beginning of period	$	(1,161	)	$	(921	)	$	(698	)	$	(6,183	)	$	(25,708	)	$	—		$	(34,671	)
Other comprehensive income before reclassifications	(949		)	101			(243		)	41			1,120			(4		)	66
Increase (decrease) due to amounts reclassified from AOCI	(109		)	27			21			47			—			—			(14		)
Change, net of taxes	$	(1,058	)	$	128		$	(222	)	$	88		$	1,120		$	(4	)	$	52
Balance, March 31, 2018	$	(2,219	)	$	(793	)	$	(920	)	$	(6,095	)	$	(24,588	)	$	(4	)	$	(34,619	)


(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 options liabilities. See Note 1 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.


(2)	Primarily driven by Citigroup’s pay fixed/receive floating interest rate swap programs that hedge the floating rates on liabilities.


(3)	Primarily reflects adjustments based on the quarterly actuarial valuations of the Company’s significant pension and postretirement plans, annual actuarial valuations of all other plans and amortization of amounts previously recognized in other comprehensive income.

(4)

Primarily reflects the movements in (by order of impact) the Mexican peso, Chilean peso, Chinese yuan and Russian ruble against the U.S. dollar and changes in related tax effects and hedges for the three months ended March 31, 2019. Primarily reflects the movements in (by order of impact) the Mexican peso, Japanese yen, Euro and Chinese yuan against the U.S. dollar and changes in related tax effects and hedges for the three months ended March 31, 2018. Amounts recorded in the CTA component of AOCI remain in AOCI until the sale or substantial liquidation of the foreign entity, at which point such amounts related to the foreign entity are reclassified into earnings.


(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 2017-12, Targeted Improvements to Accounting for Hedging Activities. See Note 1 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K for further information regarding this change.


(6)	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 in Citi’s 2018 Annual Report on Form 10-K.

122

The pretax and after-tax changes in each component of Accumulated other comprehensive income (loss) were as follows:

Three Months Ended March 31, 2019



In millions of dollars	Pretax			Tax effect⁽¹⁾			After-tax
Balance, December 31, 2018	$	(44,082	)	$	6,912		$	(37,170	)
Change in net unrealized gains (losses) on debt securities	1,500			(365		)	1,135
Debt valuation adjustment (DVA)	(725		)	154			(571		)
Cash flow hedges	378			(92		)	286
Benefit plans	(68		)	4			(64		)
Foreign currency translation adjustment	69			(11		)	58
Excluded component of fair value hedges	24			(6		)	18
Change	$	1,178		$	(316	)	$	862
Balance, March 31, 2019	$	(42,904	)	$	6,596		$	(36,308	)

Three Months Ended March 31, 2018



In millions of dollars	Pretax			Tax effect⁽¹⁾			After-tax
Balance, December 31, 2017⁽¹⁾	$	(41,228	)	$	6,560		$	(34,668	)
Adjustment to opening balance⁽²⁾	(4		)	1			(3		)
Adjusted balance, beginning of period	$	(41,232	)	$	6,561		$	(34,671	)
Change in net unrealized gains (losses) on debt securities	(1,380		)	322			(1,058		)
Debt valuation adjustment (DVA)	167			(39		)	128
Cash flow hedges	(290		)	68			(222		)
Benefit plans	91			(3		)	88
Foreign currency translation adjustment	1,130			(10		)	1,120
Excluded component of fair value hedges	(5		)	1			(4		)
Change	$	(287	)	$	339		$	52
Balance, March 31, 2018	$	(41,519	)	$	6,900		$	(34,619	)


(1)	Includes the impact of ASU 2018-02, which transferred amounts from AOCI to Retained earnings. For additional information, see Note 19 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.


(2)	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 in Citi’s 2018 Annual Report on Form 10-K.

123

The Company recognized pretax gains (losses) related to amounts in AOCI reclassified to the Consolidated Statement of Income as follows:



	Increase (decrease) in AOCI due to amounts reclassified to Consolidated Statement of Income
	Three Months Ended March 31,
In millions of dollars	2019
Realized (gains) losses on sales of investments	$	(130	)
Gross impairment losses	3
Subtotal, pretax	$	(127	)
Tax effect	36
Net realized (gains) losses on investments after-tax⁽¹⁾	$	(91	)
Realized DVA (gains) losses on fair value option liabilities	$	5
Subtotal, pretax	$	5
Tax effect	(1		)
Net realized debt valuation adjustment, after-tax	$	4
Interest rate contracts	$	130
Foreign exchange contracts	2
Subtotal, pretax	$	132
Tax effect	(32		)
Amortization of cash flow hedges, after-tax⁽²⁾	$	100
Amortization of unrecognized
Prior service cost (benefit)	$	(4	)
Net actuarial loss	65
Curtailment/settlement impact⁽³⁾	—
Subtotal, pretax	$	61
Tax effect	(15		)
Amortization of benefit plans, after-tax⁽³⁾	$	46
Foreign currency translation adjustment	$	—
Tax effect	—
Foreign currency translation adjustment	$	—
Total amounts reclassified out of AOCI, pretax	$	71
Total tax effect	(12		)
Total amounts reclassified out of AOCI, after-tax	$	59


(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 12 to the Consolidated Financial Statements for additional details.


(2)	See Note 19 to the Consolidated Financial Statements for additional details.


(3)	See Note 8 to the Consolidated Financial Statements for additional details.

124

The Company recognized pretax gains (losses) related to amounts in AOCI reclassified to the Consolidated Statement of Income as follows:



	Increase (decrease) in AOCI due to amounts reclassified to Consolidated Statement of Income
	Three Months Ended March 31,
In millions of dollars	2018
Realized (gains) losses on sales of investments	$	(170	)
OTTI gross impairment losses	27
Subtotal, pretax	$	(143	)
Tax effect	34
Net realized (gains) losses on investment securities, after-tax⁽¹⁾	$	(109	)
Realized DVA (gains) losses on fair value option liabilities	$	35
Subtotal, pretax	$	35
Tax effect	(8		)
Net realized debt valuation adjustment, after-tax	$	27
Interest rate contracts	$	31
Foreign exchange contracts	(2		)
Subtotal, pretax	$	29
Tax effect	(8		)
Amortization of cash flow hedges, after-tax⁽²⁾	$	21
Amortization of unrecognized
Prior service cost (benefit)	$	(11	)
Net actuarial loss	69
Curtailment/settlement impact⁽³⁾	4
Subtotal, pretax	$	62
Tax effect	(15		)
Amortization of benefit plans, after-tax⁽³⁾	$	47
Foreign currency translation adjustment	$	—
Tax effect	—
Foreign currency translation adjustment	$	—
Total amounts reclassified out of AOCI, pretax	$	(17	)
Total tax effect	3
Total amounts reclassified out of AOCI, after-tax	$	(14	)


(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 12 to the Consolidated Financial Statements for additional details.


(2)	See Note 19 to the Consolidated Financial Statements for additional details.


(3)	See Note 8 to the Consolidated Financial Statements for additional details.

125

18. SECURITIZATIONS AND VARIABLE INTEREST ENTITIES

For additional information regarding Citi’s use of special purpose entities (SPEs) and variable interest entities (VIEs), see Note 21 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.

Citigroup’s involvement with consolidated and unconsolidated VIEs with which the Company holds significant variable interests or has continuing involvement through servicing a majority of the assets in a VIE is presented below:



	As of March 31, 2019
							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	$	42,790	$	42,790	$	—	$	—	$	—	$	—	$	—	$	—
Mortgage securitizations⁽⁴⁾
U.S. agency-sponsored	116,062		—		116,062		3,251		—		—		61		3,312
Non-agency-sponsored	32,769		1,424		31,345		500		—		—		1		501
Citi-administered asset-backed commercial paper conduits	17,494		17,494		—		—		—		—		—		—
Collateralized loan obligations (CLOs)	21,612		—		21,612		5,408		—		—		9		5,417
Asset-based financing	105,765		612		105,153		22,940		834		10,394		—		34,168
Municipal securities tender option bond trusts (TOBs)	8,165		1,787		6,378		21		—		4,278		—		4,299
Municipal investments	18,518		1		18,517		2,768		3,932		2,641		—		9,341
Client intermediation	1,649		1,403		246		171		—		—		8		179
Investment funds	1,037		265		772		14		—		20		—		34
Other	62		2		60		49		—		11		—		60
Total	$	365,923	$	65,778	$	300,145	$	35,122	$	4,766	$	17,344	$	79	$	57,311



	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	18,750		18,750		—		—		—		—		—		—
Collateralized loan obligations (CLOs)	21,837		—		21,837		5,891		—		—		9		5,900
Asset-based financing	99,433		628		98,805		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	$	361,936	$	69,944	$	291,992	$	34,043	$	4,637	$	16,781	$	73	$	55,534

(1) The definition of maximum exposure to loss is included in the text that follows this table.


(2)	Included on Citigroup’s March 31, 2019 and December 31, 2018 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.

126

The previous tables do not include:


•	certain venture capital investments made by some of the Company’s private equity subsidiaries, as the Company accounts for these investments in accordance with the Investment Company Audit Guide (codified in ASC 946);


•	certain investment funds for which the Company provides investment management services and personal estate trusts for which the Company provides administrative, trustee and/or investment management services;


•	certain VIEs structured by third parties 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 12 and 20 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 at March 31, 2019 and December 31, 2018;


•	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.

The asset balances for consolidated VIEs represent the carrying amounts of the assets consolidated by the Company. The carrying amount may represent the amortized cost or the current fair value of the assets depending on the legal form of the asset (e.g., loan or security) and the Company’s standard accounting policies for the asset type and line of business.

The asset balances for unconsolidated VIEs in which the Company has significant involvement represent the most current information available to the Company. In most cases, the asset balances represent an amortized cost basis without regard to impairments, unless fair value information is readily available to the Company.

The maximum funded exposure represents the balance sheet carrying amount of the Company’s investment in the VIE. It reflects the initial amount of cash invested in the VIE, adjusted for any accrued interest and cash principal payments received. The carrying amount may also be adjusted for increases or declines in fair value or any impairment in value recognized in earnings. The maximum exposure of unfunded positions represents the remaining undrawn committed amount, including liquidity and credit facilities provided by the Company or the notional amount of a derivative instrument considered to be a variable interest. In certain transactions, the Company has entered into derivative instruments or other arrangements that are not considered variable interests in the VIE (e.g., interest rate swaps, cross-currency swaps or where the Company is the purchaser of credit protection under a credit default swap or total return swap where the Company pays the total return on certain assets to the SPE). Receivables under such arrangements are not included in the maximum exposure amounts.

127

Funding Commitments for Significant Unconsolidated VIEs—Liquidity Facilities and Loan Commitments

The following table presents the notional amount of liquidity facilities and loan commitments that are classified as funding commitments in the VIE tables above:



	March 31, 2019				December 31, 2018
In millions of dollars	Liquidity facilities		Loan/equity commitments		Liquidity facilities		Loan/equity commitments
Asset-based financing	$	—	$	10,394	$	—	$	9,757
Municipal securities tender option bond trusts (TOBs)	4,278		—		4,262		—
Municipal investments	—		2,641		—		2,738
Investment funds	—		20		—		1
Other	—		11		—		23
Total funding commitments	$	4,278	$	13,066	$	4,262	$	12,519

Significant Interests in Unconsolidated VIEs—Balance Sheet Classification

The following table presents the carrying amounts and classification of significant variable interests in unconsolidated VIEs:



In billions of dollars	March 31, 2019		December 31, 2018
Cash	$	—	$	—
Trading account assets	3.4		3.0
Investments	10.3		10.7
Total loans, net of allowance	25.7		24.5
Other	0.5		0.5
Total assets	$	39.9	$	38.7

Credit Card Securitizations

Substantially all of the Company’s credit card securitization activity is through two trusts—Citibank Credit Card Master Trust (Master Trust) and Citibank Omni Master Trust (Omni

Trust), with the substantial majority through the Master Trust. These trusts are consolidated entities.

The following table reflects amounts related to the Company’s securitized credit card receivables:



In billions of dollars	March 31, 2019		December 31, 2018
Ownership interests in principal amount of trust credit card receivables
Sold to investors via trust-issued securities	$	24.8	$	27.3
Retained by Citigroup as trust-issued securities	7.6		7.6
Retained by Citigroup via non-certificated interests	10.5		11.3
Total	$	42.9	$	46.2

The following table summarizes selected cash flow information related to Citigroup’s credit card securitizations:



	Three Months Ended March 31,
In billions of dollars	2019			2018
Proceeds from new securitizations	$	—		$	2.8
Pay down of maturing notes	(2.5		)	(2.8		)

Master Trust Liabilities (at Par Value)

The weighted average maturity of the third-party term notes issued by the Master Trust was 3.1 years as of March 31, 2019 and 3.0 years as of December 31, 2018.



In billions of dollars	Mar. 31, 2019		Dec. 31, 2018
Term notes issued to third parties	$	23.3	$	25.8
Term notes retained by Citigroup affiliates	5.7		5.7
Total Master Trust liabilities	$	29.0	$	31.5

Omni Trust Liabilities (at Par Value)

The weighted average maturity of the third-party term notes issued by the Omni Trust was 1.2 years as of March 31, 2019 and 1.4 years as of December 31, 2018.



In billions of dollars	Mar. 31, 2019		Dec. 31, 2018
Term notes issued to third parties	$	1.5	$	1.5
Term notes retained by Citigroup affiliates	1.9		1.9
Total Omni Trust liabilities	$	3.4	$	3.4

128

Mortgage Securitizations

The following tables summarize selected cash flow information and retained interests related to Citigroup mortgage securitizations:



	Three Months Ended March 31,
	2019				2018
In billions of dollars	U.S. agency- sponsored mortgages		Non-agency- sponsored mortgages		U.S. agency- sponsored mortgages		Non-agency- sponsored mortgages
Principal securitized	$	1.0	$	2.7	$	1.2	$	—
Proceeds from new securitizations	1.0		2.7		1.2		1.6
Purchases of previously transferred financial assets	—		—		0.1		—

Note: Excludes re-securitization transactions.

During the first quarter of 2019, there were no gains recognized on the securitization of U.S. agency-sponsored mortgages. Gains recognized on the securitization of non-agency sponsored mortgages during the first quarter of 2019 were $17 million.

Agency and non-agency securitization gains for the quarter ended March 31, 2018 were $5 million and $12 million, respectively.



	March 31, 2019						December 31, 2018
			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⁾	$	531	$	366	$	55	$	564	$	300	$	51


(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 Note 20 to the Consolidated Financial Statements for more information about fair value measurements.

Key assumptions used in measuring the fair value of retained interests at the date of sale or securitization of mortgage receivables were as follows:



	March 31, 2019
			Non-agency-sponsored mortgages⁽¹⁾
	U.S. agency- sponsored mortgages		Senior interests		Subordinated interests
Weighted average discount rate	6.6	%	3.6	%	7.1	%
Weighted average constant prepayment rate	14.1	%	6.0	%	6.0	%
Weighted average anticipated net credit losses⁽²⁾	NM		5.0	%	3.5	%
Weighted average life	6.1 years		7.6 years		19.4 years



	March 31, 2018
			Non-agency-sponsored mortgages⁽¹⁾
	U.S. agency- sponsored mortgages		Senior interests		Subordinated interests
Weighted average discount rate	10.4	%	3.4	%	3.0	%
Weighted average constant prepayment rate	4.5	%	12.0	%	12.0	%
Weighted average anticipated net credit losses⁽²⁾	NM		5.0	%	2.0	%
Weighted average life	7.7 years		6.9 years		2.5 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.

129

The interests retained by the Company range from highly rated and/or senior in the capital structure to unrated and/or residual interests.

The key assumptions used to value retained interests, and the sensitivity of the fair value to adverse changes of 10% and 20% in each of the key assumptions, are presented in the tables below.

The negative effect of each change is calculated independently, holding all other assumptions constant. Because the key assumptions may not be independent, the net effect of simultaneous adverse changes in the key assumptions may be less than the sum of the individual effects shown below.



	March 31, 2019
			Non-agency-sponsored mortgages⁽¹⁾
	U.S. agency- sponsored mortgages		Senior interests		Subordinated interests
Weighted average discount rate	7.2	%	5.9	%	18.4	%
Weighted average constant prepayment rate	11.1	%	1.9	%	1.3	%
Weighted average anticipated net credit losses⁽²⁾	NM		47.0	%	—
Weighted average life	6.0 years		3.1 years		22.0 years



	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	6.4 years		6.6 years		—


(1)	Disclosure of non-agency-sponsored mortgages as senior and subordinated interests is indicative of the interests’ position in the capital structure of the securitization.


(2)	Anticipated net credit losses represent estimated loss severity associated with defaulted mortgage loans underlying the mortgage securitizations disclosed above. Anticipated net credit losses, in this instance, do not represent total credit losses incurred to date, nor do they represent credit losses expected on retained interests in mortgage securitizations.


NM	Anticipated net credit losses are not meaningful due to U.S. agency guarantees.



	March 31, 2019
				Non-agency-sponsored mortgages
In millions of dollars	U.S. agency- sponsored mortgages			Senior interests		Subordinated interests
Discount rate
Adverse change of 10%	$	(14	)	$	—	$	—
Adverse change of 20%	(27		)	—		—
Constant prepayment rate
Adverse change of 10%	(22		)	—		—
Adverse change of 20%	(43		)	—		—
Anticipated net credit losses
Adverse change of 10%	NM			—		—
Adverse change of 20%	NM			—		—

130



	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			—		—


NM	Anticipated net credit losses are not meaningful due to U.S. agency guarantees.

The following table includes information about loan delinquencies and liquidation losses for assets held in non-consolidated, non-agency-sponsored securitization entities:



									Three Months Ended March 31,
	Securitized assets				90 days past due				Liquidation losses
In billions of dollars	Mar. 31, 2019		Dec. 31, 2018		Mar. 31, 2019		Dec. 31, 2018		2019		2018
Securitized assets
Residential mortgage	$	5.4	$	5.2	$	0.4	$	0.4	$	—	$	—
Commercial and other	14.5		13.1		—		—		—		—
Total	$	19.9	$	18.3	$	0.4	$	0.4	$	—	$	—

Mortgage Servicing Rights (MSRs)

The fair value of Citi’s capitalized MSRs was $551 million and $587 million at March 31, 2019 and 2018, respectively. The MSRs correspond to principal loan balances of $61 billion and $64 billion as of March 31, 2019 and 2018, respectively. The following table summarizes the changes in capitalized MSRs:



In millions of dollars	2019			2018
Balance, beginning of year	$	584		$	558
Originations	12			17
Changes in fair value of MSRs due to changes in inputs and assumptions	(27		)	46
Other changes⁽¹⁾	(18		)	(17		)
Sale of MSRs	—			(17		)
Balance, as of March 31	$	551		$	587


(1)	Represents changes due to customer payments and passage of time.

The fair value of the MSRs is primarily affected by changes in prepayments of mortgages that result from shifts in mortgage interest rates. Specifically, higher interest rates tend to lead to declining prepayments, which causes the fair value of the MSRs to increase. In managing this risk, Citigroup economically hedges a significant portion of the value of its MSRs through the use of interest rate derivative contracts, forward purchase and sale commitments of mortgage-backed securities and purchased securities, all classified as Trading account assets.

The Company receives fees during the course of servicing previously securitized mortgages. The amounts of these fees were as follows:



In millions of dollars	2019		2018
Servicing fees	$	41	$	46
Late fees	2		1
Ancillary fees	1		3
Total MSR fees	$	44	$	50

In the Consolidated Statement of Income these fees are primarily classified as Commissions and fees, and changes in MSR fair values are classified as Other revenue.

Re-securitizations

The Company engages in re-securitization transactions in which debt securities are transferred to a VIE in exchange for new beneficial interests. Citi did not transfer non-agency (private label) securities to re-securitization entities during the quarters ended March 31, 2019 and 2018. These securities are backed by either residential or commercial mortgages and are often structured on behalf of clients.

As of March 31, 2019, Citi held no retained interests in private label re-securitization transactions structured by Citi. As of December 31, 2018, the fair value of Citi-retained interests in private label re-securitization transactions structured by Citi totaled approximately $16 million (all related to re-securitization transactions executed prior to 2016). Of this amount, substantially all was related to subordinated beneficial interests. The original par value of

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private label re-securitization transactions in which Citi held a retained interest as of December 31, 2018 was approximately $271 million.

The Company also re-securitizes U.S. government-agency guaranteed mortgage-backed (agency) securities. During the quarters ended March 31, 2019 and 2018, Citi transferred agency securities with a fair value of approximately $7.6 billion and $7.0 billion, respectively, to re-securitization entities.

As of March 31, 2019, the fair value of Citi-retained interests in agency re-securitization transactions structured by Citi totaled approximately $2.8 billion (including $1.1 billion related to re-securitization transactions executed in 2019) compared to $2.5 billion as of December 31, 2018 (including $1.4 billion related to re-securitization transactions executed in 2018), which is recorded in Trading account assets. The original fair value of agency re-securitization transactions in which Citi holds a retained interest as of March 31, 2019 and December 31, 2018 was approximately $70.7 billion and $70.9 billion, respectively.

As of March 31, 2019 and December 31, 2018, the Company did not consolidate any private label or agency re-securitization entities.

Citi-Administered Asset-Backed Commercial Paper Conduits

At March 31, 2019 and December 31, 2018, the commercial paper conduits administered by Citi had approximately $17.5 billion and $18.8 billion of purchased assets outstanding, respectively, and had incremental funding commitments with clients of approximately $14.9 billion and $14.0 billion, respectively.

Substantially all of the funding of the conduits is in the form of short-term commercial paper. At March 31, 2019 and December 31, 2018, the weighted average remaining lives of the commercial paper issued by the conduits were approximately 52 and 53 days, respectively.

The primary credit enhancement provided to the conduit investors is in the form of transaction-specific credit enhancements described above. In addition to the transaction-specific credit enhancements, the conduits, other than the government guaranteed loan conduit, have obtained a letter of credit from the Company, which is equal to at least 8% to 10% of the conduit’s assets with a minimum of $200 million. The letters of credit provided by the Company to the conduits total approximately $1.6 billion and $1.7 billion as of March 31, 2019 and December 31, 2018, respectively. The net result across multi-seller conduits administered by the Company is that, in the event that defaulted assets exceed the transaction-specific credit enhancements described above, any losses in each conduit are allocated first to the Company and then to the commercial paper investors.

At March 31, 2019 and December 31, 2018, the Company owned $4.4 billion and $5.5 billion, respectively, of the commercial paper issued by its administered conduits. The Company's investments were not driven by market illiquidity and the Company is not obligated under any agreement to purchase the commercial paper issued by the conduits.

Collateralized Loan Obligations (CLOs)

There were no new securitizations during the quarters ended March 31, 2019 and 2018. The following table summarizes selected retained interests related to Citigroup CLOs:

All of Citi’s retained interests were held-to-maturity securities as of March 31, 2019 and December 31, 2018.

Asset-Based Financing

The primary types of Citi’s asset-based financings, total assets of the unconsolidated VIEs with significant involvement and Citi’s maximum exposure to loss are shown below. For Citi to realize the maximum loss, the VIE (borrower) would have to default with no recovery from the assets held by the VIE.



	March 31, 2019
In millions of dollars	Total unconsolidated VIE assets		Maximum exposure to unconsolidated VIEs
Type
Commercial and other real estate	$	25,189	$	6,530
Corporate loans	7,438		7,277
Hedge funds and equities	444		53
Airplanes, ships and other assets	72,082		20,308
Total	$	105,153	$	34,168



	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	6,973		5,744
Hedge funds and equities	388		53
Airplanes, ships and other assets	67,526		19,387
Total	$	98,805	$	32,112

Municipal Securities Tender Option Bond (TOB) Trusts

At March 31, 2019 and December 31, 2018, none of the municipal bonds owned by non-customer TOB trusts were subject to a credit guarantee provided by the Company.

At March 31, 2019 and December 31, 2018, liquidity agreements provided with respect to customer TOB trusts totaled $4.3 billion of which $2.2 billion and $2.3 billion, respectively, were offset by reimbursement agreements. For the remaining exposure related to TOB transactions, where the residual owned by the customer was at least 25% of the bond value at the inception of the transaction, no reimbursement agreement was executed.

The Company also provides other liquidity agreements or letters of credit to customer-sponsored municipal investment funds, which are not variable interest entities, and municipality-related issuers that totaled $6.1 billion as of March 31, 2019 and December 31, 2018. These liquidity agreements and letters of credit are offset by reimbursement agreements with various term-out provisions.

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19. DERIVATIVES ACTIVITIES

In the ordinary course of business, Citigroup enters into various types of derivative transactions. All derivatives are recorded in Trading account assets/Trading account liabilities on the Consolidated Balance Sheet. For additional information regarding Citi’s use of and accounting for derivatives, see Note 22 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.

Information pertaining to Citigroup’s derivative activities, based on notional amounts, is presented in the table below. Derivative notional amounts are reference amounts from which contractual payments are derived and do not represent a complete measure of Citi’s exposure to derivative transactions. Rather, Citi’s derivative exposure arises primarily from market fluctuations (i.e., market risk), counterparty failure (i.e., credit risk) and/or periods of high volatility or financial stress (i.e., liquidity risk), as well as any market valuation adjustments that may be required on the transactions. Moreover, notional amounts do not reflect the netting of offsetting trades. For example, if Citi enters into a receive-fixed interest rate swap with $100 million notional, and offsets this risk with an identical but opposite pay-fixed position with a different counterparty, $200 million in derivative notionals is reported, although these offsetting positions may result in de minimis overall market risk. In addition, aggregate derivative notional amounts can fluctuate from period to period in the normal course of business based on Citi’s market share, levels of client activity and other factors.

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Derivative Notionals



	Hedging instruments under ASC 815				Trading derivative instruments
In millions of dollars	March 31, 2019		December 31, 2018		March 31, 2019		December 31, 2018
Interest rate contracts
Swaps	$	284,066	$	273,636	$	19,877,888	$	18,138,686
Futures and forwards	—		—		6,301,489		4,632,257
Written options	—		—		3,014,698		3,018,469
Purchased options	—		—		2,625,618		2,532,479
Total interest rate contract notionals	$	284,066	$	273,636	$	31,819,693	$	28,321,891
Foreign exchange contracts
Swaps	$	59,696	$	57,153	$	7,004,203	$	6,738,158
Futures, forwards and spot	39,885		41,410		5,767,521		5,115,504
Written options	1,369		1,726		1,749,838		1,566,717
Purchased options	1,699		2,104		1,744,873		1,543,516
Total foreign exchange contract notionals	$	102,649	$	102,393	$	16,266,435	$	14,963,895
Equity contracts
Swaps	$	—	$	—	$	216,741	$	217,580
Futures and forwards	—		—		61,707		52,053
Written options	—		—		464,551		454,675
Purchased options	—		—		345,934		341,018
Total equity contract notionals	$	—	$	—	$	1,088,933	$	1,065,326
Commodity and other contracts
Swaps	$	—	$	—	$	83,460	$	79,133
Futures and forwards	831		802		153,109		146,647
Written options	—		—		68,930		62,629
Purchased options	—		—		68,302		61,298
Total commodity and other contract notionals	$	831	$	802	$	373,801	$	349,707
Credit derivatives⁽¹⁾
Protection sold	$	—	$	—	$	701,018	$	724,939
Protection purchased	—		—		757,539		795,649
Total credit derivatives	$	—	$	—	$	1,458,557	$	1,520,588
Total derivative notionals	$	387,546	$	376,831	$	51,007,419	$	46,221,407

(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.

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The following tables present the gross and net fair values of the Company’s derivative transactions and the related offsetting amounts as of March 31, 2019 and December 31, 2018. Gross positive fair values are offset against gross negative fair values by counterparty, pursuant to enforceable master netting agreements. Under ASC 815-10-45, payables and receivables in respect of cash collateral received from or paid to a given counterparty pursuant to a credit support annex are included in the offsetting amount, if a legal opinion supporting the enforceability of netting and collateral rights has been obtained. GAAP does not permit similar offsetting for security collateral.

In addition, the following tables reflect rule changes adopted by clearing organizations that require or allow entities to treat certain derivative assets, liabilities and the related variation margin as settlement of the related derivative fair values for legal and accounting purposes, as opposed to presenting gross derivative assets and liabilities that are subject to collateral, whereby the counterparties would record a related collateral payable or receivable. As a result, the tables reflect a reduction of approximately $120 billion and $100 billion as of March 31, 2019 and December 31, 2018, respectively, of derivative assets and derivative liabilities that previously would have been reported on a gross basis, but are now settled and not subject to collateral. The tables also present amounts that are not permitted to be offset, such as security collateral or cash collateral posted at third-party custodians, but which would be eligible for offsetting to the extent that an event of default occurred and a legal opinion supporting enforceability of the netting and collateral rights has been obtained.

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Derivative Mark-to-Market (MTM) Receivables/Payables



In millions of dollars at March 31, 2019	Derivatives classified in Trading account assets/liabilities⁽¹⁾⁽²⁾
Derivatives instruments designated as ASC 815 hedges	Assets			Liabilities
Over-the-counter	$	283		$	128
Cleared	1,241			80
Interest rate contracts	$	1,524		$	208
Over-the-counter	$	1,211		$	834
Cleared	—			3
Foreign exchange contracts	$	1,211		$	837
Total derivatives instruments designated as ASC 815 hedges	$	2,735		$	1,045
Derivatives instruments not designated as ASC 815 hedges
Over-the-counter	$	170,941		$	137,554
Cleared	13,534			29,063
Exchange traded	124			89
Interest rate contracts	$	184,599		$	166,706
Over-the-counter	$	131,291		$	129,524
Cleared	1,821			1,691
Exchange traded	43			56
Foreign exchange contracts	$	133,155		$	131,271
Over-the-counter	$	17,049		$	19,203
Cleared	4			54
Exchange traded	8,730			12,371
Equity contracts	$	25,783		$	31,628
Over-the-counter	$	14,399		$	17,249
Exchange traded	581			429
Commodity and other contracts	$	14,980		$	17,678
Over-the-counter	$	3,786		$	6,906
Cleared	6,898			4,579
Credit derivatives	$	10,684		$	11,485
Total derivatives instruments not designated as ASC 815 hedges	$	369,201		$	358,768
Total derivatives	$	371,936		$	359,813
Cash collateral paid/received⁽³⁾	$	11,349		$	13,886
Less: Netting agreements⁽⁴⁾	(292,121		)	(292,121		)
Less: Netting cash collateral received/paid⁽⁵⁾	(39,750		)	(33,190		)
Net receivables/payables included on the Consolidated Balance Sheet⁽⁶⁾	$	51,414		$	48,388
Additional amounts subject to an enforceable master netting agreement, but not offset on the Consolidated Balance Sheet
Less: Cash collateral received/paid	$	(607	)	$	(88	)
Less: Non-cash collateral received/paid	(11,393		)	(15,144		)
Total net receivables/payables⁽⁶⁾	$	39,414		$	33,156


(1)	The derivatives fair values are also presented in Note 20 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 $44,539 million and $53,636 million of gross cash collateral paid and received, respectively. Of the gross cash collateral paid, $33,190 million was used to offset trading derivative liabilities. Of the gross cash collateral received, $39,750 million was used to offset trading derivative assets.


(4)	Represents the netting of balances with the same counterparty under enforceable netting agreements. Approximately $283 billion, $0 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 $5 billion of derivative asset and $4 billion of derivative liability fair values not subject to enforceable master netting agreements, respectively.

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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 also presented in Note 20 to the Consolidated Financial Statements.

(2)


(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. Of the gross cash collateral received, $38,608 million was used to offset trading derivative assets.


(4)	Represents the netting of 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.

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For the three months ended March 31, 2019 and 2018, the amounts recognized in Principal transactions in the Consolidated Statement of Income related to derivatives not designated in a qualifying hedging relationship, as well as the underlying non-derivative instruments, are presented in Note 6 to the Consolidated Financial Statements. Citigroup presents this disclosure by business classification, showing derivative gains and losses related to its trading activities together with gains and losses related to non-derivative instruments within the same trading portfolios, as this represents how these portfolios are risk managed.

The amounts recognized in Other revenue in the Consolidated Statement of Income related to derivatives not designated in a qualifying hedging relationship are shown below. The table below does not include any offsetting gains (losses) on the economically hedged items to the extent such amounts are also recorded in Other revenue.



	Gains (losses) included in Other revenue
	Three Months Ended March 31,
In millions of dollars	2019			2018
Interest rate contracts	$	27		$	(28	)
Foreign exchange	(58		)	527
Total	$	(31	)	$	499

Fair Value Hedges

Hedging of Benchmark Interest Rate Risk

Citigroup’s fair value hedges are primarily hedges of fixed-rate long-term debt or assets, such as available-for-sale debt securities or loans.

For qualifying fair value hedges of interest rate risk, the changes in the fair value of the derivative and the change in the fair value of the hedged item attributable to the hedged risk, either total cash flows or benchmark-only cash flows are presented within Interest revenue or Interest expense based on whether the hedged item is an asset or a liability.

In the first quarter of 2019, Citigroup executed a last-of-layer hedge, which permits an entity to hedge the interest rate risk of a stated portion of a closed portfolio of pre-payable financial assets that are expected to remain outstanding for the designated tenor of the hedge. In accordance with ASC 815, an entity may exclude prepayment risk when measuring the change in fair value of the hedged item attributable to interest rate risk under the last-of-layer approach. Similar to other fair value hedges, where the hedged item is an asset, the fair value of the hedged item attributable to interest rate risk will be presented in Interest revenue along with the change in the fair value of the hedging instrument..

Hedging of Foreign Exchange Risk

Citigroup hedges the change in fair value attributable to foreign exchange rate movements in available-for-sale debt securities and long-term debt that are denominated in currencies other than the functional currency of the entity holding the securities or issuing the debt, which may be within or outside the U.S. The hedging instrument may be a forward foreign exchange contract or a cross-currency swap contract. Citigroup considers the premium associated with forward contracts (i.e., the differential between the spot and contractual forward rates) as the cost of hedging; this amount is excluded from the assessment of hedge effectiveness and reflected directly in earnings over the life of the hedge. Citi also excludes changes in cross-currency basis associated with cross-currency swaps from the assessment of hedge effectiveness and records it in Other comprehensive income.

Hedging of Commodity Price Risk

Citigroup hedges the change in fair value attributable to spot price movements in physical commodities inventory. The hedging instrument is a futures contract to sell the underlying commodity. In this hedge, the change in the value of the hedged inventory is reflected in earnings, which offsets the change in the fair value of the futures contract that is also reflected in earnings. Although the change in the fair value of the hedging instrument recorded in earnings includes changes in forward rates, Citigroup excludes the differential between the spot and the contractual forward rates under the futures contract from the assessment of hedge effectiveness and amortizes it directly into earnings over the life of the hedge.

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The following table summarizes the gains (losses) on the Company’s fair value hedges:



	Gains (losses) on fair value hedges⁽¹⁾
	Three Months Ended March 31,
	2019						2018
In millions of dollars	Other revenue			Net interest revenue			Other revenue			Net interest revenue
Gain (loss) on the derivatives in designated and qualifying fair value hedges
Interest rate hedges	$	—		$	963		$	—		$	878
Foreign exchange hedges	165			—			179			—
Commodity hedges	88			—			(2		)	—
Total gain (loss) on the derivatives in designated and qualifying fair value hedges	$	253		$	963		$	177		$	878
Gain (loss) on the hedged item in designated and qualifying fair value hedges
Interest rate hedges	$	—		$	(879	)	$	—		$	(866	)
Foreign exchange hedges	(168		)	—			(249		)	—
Commodity hedges	(70		)	—			1			—
Total gain (loss) on the hedged item in designated and qualifying fair value hedges	$	(238	)	$	(879	)	$	(248	)	$	(866	)
Net gain (loss) excluded from assessment of the effectiveness of fair value hedges
Foreign exchange hedges⁽²⁾	$	(2	)	$	—		$	23		$	—
Commodity hedges	(18		)	—			1			—
Total net gain (loss) excluded from assessment of the effectiveness of fair value hedges	$	(20	)	$	—		$	24		$	—


(1)	Gain (loss) amounts for interest rate risk hedges are included in Interest income/Interest expense. The accrued interest income on fair value hedges is recorded in Net interest revenue and is excluded from this table.

(2)

Amounts relate to the premium associated with forward contracts (differential between spot and contractual forward rates) which are excluded from the assessment of hedge effectiveness and are reflected directly in earnings. Amounts also include cross-currency basis, which is recognized in accumulated other comprehensive income and not reflected in the table above. The amount of cross-currency basis that was included in accumulated other comprehensive income was $24 million and $(5) million for the three months ended March 31, 2019 and March 31, 2018, respectively.

Cumulative Basis Adjustment

Upon electing to apply ASC 815 fair value hedge accounting, the carrying value of the hedged item is adjusted to reflect the cumulative changes in the hedged risk. The hedge basis adjustment, whether from an active or de-designated hedge relationship, remains with the hedged item until the hedged item is derecognized from the balance sheet. The table below presents the carrying amount of Citi’s hedged assets and liabilities under qualifying fair value hedges at March 31, 2019 and December 31, 2018, along with the cumulative hedge basis adjustments included in the carrying value of those hedged assets and liabilities.



(In millions of dollars)
Balance sheet line item in which hedged item is recorded	Carrying amount of hedged asset/ liability		Cumulative fair value hedging adjustment increasing (decreasing) the carrying amount
			Active			De-designated
As of March 31, 2019
Debt securities AFS⁽¹⁾	$	98,902	$	302		$	329
Long-term debt	157,139		2,275			1,236
As of December 31, 2018
Debt securities AFS	$	81,632	$	(196	)	$	295
Long-term debt	149,054		1,211			869

(1)

These amounts include the cumulative basis adjustment ($46 million as of March 31, 2019) related to certain prepayable financial assets designated as the hedged item in a fair value hedge using the last-of-layer approach. The Company designated $2 billion as the hedged amount (from a closed portfolio of prepayable financial assets with a carrying value of $16.5 billion) in a last-of-layer hedging relationship.

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Cash Flow Hedges

Citigroup hedges the variability of forecasted cash flows due to changes in contractually specified rates associated with floating-rate assets/liabilities and other forecasted transactions. These cash flow hedging relationships use either regression analysis or dollar-offset ratio analysis to assess whether the hedging relationships are highly effective at inception and on an ongoing basis.

For cash flow hedges, the entire change in the fair value of the hedging derivative is recognized in AOCI and then reclassified to earnings in the same period that the hedged cash flows impact earnings. The net gain (loss) associated with cash flow hedges expected to be reclassified from AOCI within 12 months of March 31, 2019 is approximately $334 million. The maximum length of time over which forecasted cash flows are hedged is 10 years.

The pretax change in AOCI from cash flow hedges is presented below. The after-tax impact of cash flow hedges on AOCI is shown in Note 17 to the Consolidated Financial Statements.



	Three Months Ended March 31,
In millions of dollars	2019						2018
Amount of gain (loss) recognized in AOCI on derivative
Interest rate contracts⁽¹⁾	$	254					$	(322			)
Foreign exchange contracts	(8					)	6
Total gain (loss) recognized in AOCI	$	246					$	(316			)
Amount of gain (loss) reclassified from AOCI to earnings	Other revenue			Net interest revenue			Other revenue		Net interest revenue
Interest rate contracts⁽¹⁾	$	—		$	(130	)	$	—	$	(31	)
Foreign exchange contracts	(2		)				2		—
Total gain (loss) reclassified from AOCI into earnings	$	(2	)	$	(130	)	$	2	$	(31	)
Net pretax change in cash flow hedges included within AOCI				$	378				$	(287	)


(1)	All amounts reclassified into earnings for interest rate contracts are included in Interest income/Interest expense (Net interest revenue). For all other hedges, the amounts reclassified to earnings are included primarily in Other revenue and Net interest revenue on the Consolidated Income Statement.

140

Net Investment Hedges

The pretax gain (loss) recorded in the Foreign currency translation adjustment account within AOCI, related to net investment hedges, is $(164) million and $(491) million for the three months ended March 31, 2019 and March 31, 2018, respectively.

Credit Derivatives

The following tables summarize the key characteristics of Citi’s credit derivatives portfolio by counterparty and derivative form:



	Fair values				Notionals
In millions of dollars at March 31, 2019	Receivable⁽¹⁾		Payable⁽²⁾		Protection purchased		Protection sold
By industry/counterparty
Banks	$	4,855	$	4,613	$	202,581	$	213,437
Broker-dealers	1,776		1,670		57,539		68,978
Non-financial	80		93		5,509		2,801
Insurance and other financial institutions	3,973		5,109		491,910		415,802
Total by industry/counterparty	$	10,684	$	11,485	$	757,539	$	701,018
By instrument
Credit default swaps and options	$	10,173	$	10,514	$	733,530	$	690,880
Total return swaps and other	511		971		24,009		10,138
Total by instrument	$	10,684	$	11,485	$	757,539	$	701,018
By rating
Investment grade	$	4,788	$	5,032	$	597,069	$	544,124
Non-investment grade	5,896		6,453		160,470		156,894
Total by rating	$	10,684	$	11,485	$	757,539	$	701,018
By maturity
Within 1 year	$	1,400	$	1,874	$	217,434	$	210,754
From 1 to 5 years	7,051		7,448		450,084		411,686
After 5 years	2,233		2,163		90,021		78,578
Total by maturity	$	10,684	$	11,485	$	757,539	$	701,018


(1)	The fair value amount receivable is composed of $3,686 million under protection purchased and $6,998 million under protection sold.


(2)	The fair value amount payable is composed of $7,987 million under protection purchased and $3,498 million under protection sold.

141



	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 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.

Credit Risk-Related Contingent Features in Derivatives

Certain derivative instruments contain provisions that require the Company to either post additional collateral or immediately settle any outstanding liability balances upon the occurrence of a specified event related to the credit risk of the Company. These events, which are defined by the existing derivative contracts, are primarily downgrades in the credit ratings of the Company and its affiliates.

The fair value (excluding CVA) of all derivative instruments with credit risk-related contingent features that were in a net liability position at both March 31, 2019 and December 31, 2018 was $35 billion and $33 billion, respectively. The Company posted $35 billion and $33 billion as collateral for this exposure in the normal course of business as of March 31, 2019 and December 31, 2018, respectively.

A downgrade could trigger additional collateral or cash settlement requirements for the Company and certain affiliates. In the event that Citigroup and Citibank were downgraded a single notch by all three major rating agencies as of March 31, 2019, the Company could be required to post an additional $0.7 billion as either collateral or settlement of the derivative transactions. Additionally, the Company could be required to segregate with third-party custodians collateral previously received from existing derivative counterparties in the amount of $0.1 billion upon the single notch downgrade, resulting in aggregate cash obligations and collateral requirements of approximately $0.8 billion.

Derivatives Accompanied by Financial Asset Transfers

For transfers of financial assets accounted for as a sale by the Company and for which the Company has retained substantially all of the economic exposure to the transferred asset through a total return swap executed with the same counterparty in contemplation of the initial sale (and still outstanding), both the asset amounts derecognized and the gross cash proceeds received as of the date of derecognition were $4.6 billion and $4.1 billion as of March 31, 2019 and December 31, 2018, respectively.

At March 31, 2019, the fair value of these previously derecognized assets was $4.6 billion. The fair value of the total return swaps as of March 31, 2019 was $89 million recorded as gross derivative assets and $7 million recorded as gross derivative liabilities. At December 31, 2018, the fair value of these previously derecognized assets was $4.1 billion, and the fair value of the total return swaps was $55 million recorded as gross derivative assets and $9 million recorded as gross derivative liabilities.

The balances for the total return swaps are on a gross basis, before the application of counterparty and cash collateral netting, and are included primarily as equity derivatives in the tabular disclosures in this Note.

142

20. FAIR VALUE MEASUREMENT

For additional information regarding fair value measurement at Citi, see Note 24 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.

Market Valuation Adjustments

The table below summarizes the credit valuation adjustments (CVA) and funding valuation adjustments (FVA) applied to the fair value of derivative instruments at March 31, 2019 and December 31, 2018:



	Credit and funding valuation adjustments contra-liability (contra-asset)
In millions of dollars	March 31, 2019			December 31, 2018
Counterparty CVA	$	(982	)	$	(1,085	)
Asset FVA	(524		)	(544		)
Citigroup (own-credit) CVA	402			482
Liability FVA	87			135
Total CVA—derivative instruments⁽¹⁾	$	(1,017	)	$	(1,012	)


(1)	FVA is included with CVA for presentation purposes.

The table below summarizes pretax gains (losses) related to changes in CVA on derivative instruments, net of hedges, FVA on derivatives and debt valuation adjustments (DVA) on Citi’s own fair value option (FVO) liabilities for the periods indicated:



	Credit/funding/debt valuation adjustments gain (loss)
	Three Months Ended March 31,
In millions of dollars	2019			2018
Counterparty CVA	$	74		$	23
Asset FVA	20			9
Own-credit CVA	(92		)	75
Liability FVA	(48		)	(7		)
Total CVA—derivative instruments	$	(46	)	$	100
DVA related to own FVO liabilities⁽¹⁾	$	(725	)	$	167
Total CVA and DVA⁽²⁾	$	(771	)	$	267


(1)	See Notes 1 and Note 17 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.


(2)	FVA is included with CVA for presentation purposes.

143

Items Measured at Fair Value on a Recurring Basis

The following tables present for each of the fair value hierarchy levels the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2019 and December 31, 2018. The Company may hedge positions that have been classified in the Level 3 category with other financial instruments (hedging instruments) that may be

classified as Level 3, but also with financial instruments classified as Level 1 or Level 2 of the fair value hierarchy. The effects of these hedges are presented gross in the following tables:

Fair Value Levels



In millions of dollars at March 31, 2019	Level 1⁽¹⁾		Level 2⁽¹⁾		Level 3		Gross inventory		Netting⁽²⁾			Net balance
Assets
Federal funds sold and securities borrowed and purchased under agreements to resell	$	—	$	241,414	$	66	$	241,480	$	(79,364	)	$	162,116
Trading non-derivative assets
Trading mortgage-backed securities
U.S. government-sponsored agency guaranteed	—		26,285		154		26,439		—			26,439
Residential	—		574		128		702		—			702
Commercial	—		1,359		69		1,428		—			1,428
Total trading mortgage-backed securities	$	—	$	28,218	$	351	$	28,569	$	—		$	28,569
U.S. Treasury and federal agency securities	$	36,579	$	4,966	$	—	$	41,545	$	—		$	41,545
State and municipal	—		2,425		178		2,603		—			2,603
Foreign government	51,976		23,108		39		75,123		—			75,123
Corporate	1,949		14,371		378		16,698		—			16,698
Equity securities	46,995		8,798		127		55,920		—			55,920
Asset-backed securities	—		1,578		1,429		3,007		—			3,007
Other trading assets⁽³⁾	40		10,550		1,042		11,632		—			11,632
Total trading non-derivative assets	$	137,539	$	94,014	$	3,544	$	235,097	$	—		$	235,097
Trading derivatives
Interest rate contracts	$	283	$	184,259	$	1,581	$	186,123
Foreign exchange contracts	1		134,011		354		134,366
Equity contracts	453		24,988		342		25,783
Commodity contracts	—		14,246		734		14,980
Credit derivatives	—		9,934		750		10,684
Total trading derivatives	$	737	$	367,438	$	3,761	$	371,936
Cash collateral paid⁽⁴⁾							$	11,349
Netting agreements									$	(292,121	)
Netting of cash collateral received									(39,750		)
Total trading derivatives	$	737	$	367,438	$	3,761	$	383,285	$	(331,871	)	$	51,414
Investments
Mortgage-backed securities
U.S. government-sponsored agency guaranteed	$	—	$	39,301	$	32	$	39,333	$	—		$	39,333
Residential	—		1,121		—		1,121		—			1,121
Commercial	—		138		—		138		—			138
Total investment mortgage-backed securities	$	—	$	40,560	$	32	$	40,592	$	—		$	40,592
U.S. Treasury and federal agency securities	$	98,793	$	8,880	$	—	$	107,673	$	—		$	107,673
State and municipal	—		7,199		910		8,109		—			8,109
Foreign government	60,695		40,590		71		101,356		—			101,356
Corporate	4,722		7,528		60		12,310		—			12,310
Marketable equity securities	194		14		—		208		—			208
Asset-backed securities	—		614		806		1,420		—			1,420
Other debt securities	—		3,672		—		3,672		—			3,672
Non-marketable equity securities⁽⁵⁾	—		100		505		605		—			605
Total investments	$	164,404	$	109,157	$	2,384	$	275,945	$	—		$	275,945

Table continues on the next page.

144



In millions of dollars at March 31, 2019	Level 1⁽¹⁾			Level 2⁽¹⁾			Level 3			Gross inventory		Netting⁽²⁾			Net balance
Loans	$	—		$	3,501		$	373		$	3,874	$	—		$	3,874
Mortgage servicing rights	—			—			551			551		—			551
Non-trading derivatives and other financial assets measured on a recurring basis	$	14,577		$	5,241		$	—		$	19,818	$	—		$	19,818
Total assets	$	317,257		$	820,765		$	10,679		$	1,160,050	$	(411,235	)	$	748,815
Total as a percentage of gross assets⁽⁶⁾	27.6		%	71.5		%	0.9		%
Liabilities
Interest-bearing deposits	$	—		$	1,297		$	1,047		$	2,344	$	—		$	2,344
Federal funds purchased and securities loaned and sold under agreements to repurchase	—			124,564			1,041			125,605		(79,364		)	46,241
Trading account liabilities
Securities sold, not yet purchased	74,650			13,222			15			87,887		—			87,887
Other trading liabilities	—			117			—			117		—			117
Total trading liabilities	$	74,650		$	13,339		$	15		$	88,004	$	—		$	88,004
Trading derivatives
Interest rate contracts	$	179		$	165,038		$	1,697		$	166,914
Foreign exchange contracts	3			131,797			308			132,108
Equity contracts	207			29,734			1,687			31,628
Commodity contracts	—			17,248			430			17,678
Credit derivatives	—			10,769			716			11,485
Total trading derivatives	$	389		$	354,586		$	4,838		$	359,813
Cash collateral received⁽⁷⁾										$	13,886
Netting agreements												$	(292,121	)
Netting of cash collateral paid												(33,190		)
Total trading derivatives	$	389		$	354,586		$	4,838		$	373,699	$	(325,311	)	$	48,388
Short-term borrowings	$	—		$	5,002		$	170		$	5,172	$	—		$	5,172
Long-term debt	—			30,354			13,734			44,088		—			44,088
Total non-trading derivatives and other financial liabilities measured on a recurring basis	$	14,577		$	—		$	—		$	14,577	$	—		$	14,577
Total liabilities	$	89,616		$	529,142		$	20,845		$	653,489	$	(404,675	)	$	248,814
Total as a percentage of gross liabilities⁽⁶⁾	14.0		%	82.7		%	3.3		%


(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 21 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 $44,539 million gross cash collateral paid, of which $33,190 million was used to offset trading derivative liabilities.


(4)	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.


(5)	Amounts exclude $0.2 billion of investments measured at net asset value (NAV) in accordance with ASU 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).


(6)	Reflects the net amount $53,636 million of gross cash collateral received, of which $39,750 million was used to offset trading derivative assets.

145

Fair Value Levels



In millions of dollars at December 31, 2018	Level 1⁽¹⁾		Level 2⁽¹⁾		Level 3		Gross inventory		Netting⁽²⁾			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⁽³⁾	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⁽⁴⁾							$	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⁽⁵⁾	—		96		586		682		—			682
Total investments	$	170,445	$	116,758	$	1,737	$	288,940	$	—		$	288,940

Table continues on the next page.

146



In millions of dollars at December 31, 2018	Level 1⁽¹⁾			Level 2⁽¹⁾			Level 3			Gross inventory		Netting⁽²⁾			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⁽⁶⁾	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 account 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⁽⁷⁾										$	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
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⁽⁶⁾	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 21 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)	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.


(5)	Amounts exclude $0.2 billion of investments measured at net asset value (NAV) in accordance with ASU 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).


(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.

147

Changes in Level 3 Fair Value Category

The following tables present the changes in the Level 3 fair value category for the three months ended March 31, 2019 and 2018. The gains and losses presented below include changes in the fair value related to both observable and unobservable inputs.

The Company often hedges positions with offsetting positions that are classified in a different level. For example, the gains and losses for assets and liabilities in the Level 3

category presented in the tables below do not reflect the effect of offsetting losses and gains on hedging instruments that may be classified in the Level 1 or Level 2 categories. In addition, the Company hedges items classified in the Level 3 category with instruments also classified in Level 3 of the fair value hierarchy. The hedged items and related hedges are presented gross in the following tables:

Level 3 Fair Value Rollforward



				Net realized/unrealized gains (losses) incl. in					Transfers																					Unrealized gains (losses) still held⁽³⁾
In millions of dollars	Dec. 31, 2018			Principal transactions			Other⁽¹⁾⁽²⁾		into Level 3			out of Level 3			Purchases			Issuances			Sales			Settlements			Mar. 31, 2019
Assets
Federal funds sold and securities borrowed and purchased under agreements to resell	$	115		$	(4	)	$	—	$	(4	)	$	3		$	45		$	—		$	—		$	(89	)	$	66		$	(2	)
Trading non-derivative assets
Trading mortgage- backed securities
U.S. government-sponsored agency guaranteed	156			—			—		—			(25		)	48			—			(25		)	—			154			3
Residential	268			1			—		5			(31		)	69			—			(184		)	—			128			10
Commercial	77			2			—		2			(1		)	24			—			(35		)	—			69			1
Total trading mortgage- backed securities	$	501		$	3		$	—	$	7		$	(57	)	$	141		$	—		$	(244	)	$	—		$	351		$	14
U.S. Treasury and federal agency securities	$	1		$	—		$	—	$	—		$	—		$	—		$	—		$	—		$	(1	)	$	—		$	—
State and municipal	200			(1		)	—		—			(19		)	1			—			(3		)	—			178			—
Foreign government	31			(1		)	—		9			—			3			—			(3		)	—			39			1
Corporate	360			90			—		21			(26		)	69			(33		)	(103		)	—			378			(35		)
Marketable equity securities	153			(10		)	—		1			(11		)	9			—			(15		)	—			127			14
Asset-backed securities	1,484			(26		)	—		7			(32		)	221			—			(225		)	—			1,429			38
Other trading assets	818			5			—		13			(32		)	340			4			(102		)	(4		)	1,042			(20		)
Total trading non- derivative assets	$	3,548		$	60		$	—	$	58		$	(177	)	$	784		$	(29	)	$	(695	)	$	(5	)	$	3,544		$	12
Trading derivatives, net⁽⁴⁾
Interest rate contracts	$	(154	)	$	(51	)	$	—	$	(15	)	$	27		$	6		$	12		$	—		$	59		$	(116	)	$	(60	)
Foreign exchange contracts	(6		)	60			—		(15		)	15			3			—			(4		)	(7		)	46			28
Equity contracts	(784		)	(294		)	—		(154		)	9			(1		)	(59		)	2			(64		)	(1,345		)	(222		)
Commodity contracts	(18		)	280			—		(3		)	10			54			—			(34		)	15			304			300
Credit derivatives	61			(319		)	—		(18		)	232			—			—			—			78			34			(320		)
Total trading derivatives, net⁽⁴⁾	$	(901	)	$	(324	)	$	—	$	(205	)	$	293		$	62		$	(47	)	$	(36	)	$	81		$	(1,077	)	$	(274	)

Table continues on the next page.

148



			Net realized/unrealized gains (losses) incl. in						Transfers																			Unrealized gains (losses) still held⁽³⁾
In millions of dollars	Dec. 31, 2018		Principal transactions			Other⁽¹⁾⁽²⁾			into Level 3			out of Level 3			Purchases		Issuances			Sales			Settlements			Mar. 31, 2019
Investments
Mortgage-backed securities
U.S. government-sponsored agency guaranteed	$	32	$	—		$	—		$	—		$	—		$	—	$	—		$	—		$	—		$	32	$	(2	)
Residential	—		—			—			—			—			—		—			—			—			—		—
Commercial	—		—			—			—			—			—		—			—			—			—		—
Total investment mortgage-backed securities	$	32	$	—		$	—		$	—		$	—		$	—	$	—		$	—		$	—		$	32	$	(2	)
U.S. Treasury and federal agency securities	$	—	$	—		$	—		$	—		$	—		$	—	$	—		$	—		$	—		$	—	$	—
State and municipal	708		—			52			3			—			185		—			(38		)	—			910		44
Foreign government	68		—			(4		)	—			—			39		—			(32		)	—			71		(1		)
Corporate	156		—			—			—			(94		)	—		—			(2		)	—			60		—
Marketable equity securities	—		—			—			—			—			—		—			—			—			—		—
Asset-backed securities	187		—			(2		)	94			—			550		—			(23		)	—			806		(4		)
Other debt securities	—		—			—			—			—			—		—			—			—			—		—
Non-marketable equity securities	586		—			22			—			—			4		—			(86		)	(21		)	505		(11		)
Total investments	$	1,737	$	—		$	68		$	97		$	(94	)	$	778	$	—		$	(181	)	$	(21	)	$	2,384	$	26
Loans	$	277	$	—		$	45		$	125		$	(70	)	$	6	$	—		$	(10	)	$	—		$	373	$	45
Mortgage servicing rights	584		—			(27		)	—			—			—		12			—			(18		)	551		(25		)
Other financial assets measured on a recurring basis	—		—			16			—			—			—		(2		)	(4		)	(10		)	—		12
Liabilities
Interest-bearing deposits	$	495	$	—		$	(10	)	$	1		$	(4	)	$	—	$	674		$	—		$	(129	)	$	1,047	$	(157	)
Federal funds purchased and securities loaned and sold under agreements to repurchase	983		4			—			(1		)	4			—		—			1			58			1,041		(2		)
Trading account liabilities
Securities sold, not yet purchased	586		124			—			1			(441		)	—		—			—			(7		)	15		13
Other trading liabilities	—		—			—			—			—			—		—			—			—			—		—
Short-term borrowings	37		23			—			9			(6		)	—		153			—			—			170		18
Long-term debt	12,570		(407		)	—			877			(1,601		)	—		5,950			(3		)	(4,466		)	13,734		(1,001		)
Other financial liabilities measured on a recurring basis	—		—			—			—			—			—		—			—			—			—		—


(1)	Changes in fair value of available-for-sale debt securities 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 debt securities), attributable to the change in fair value relating to assets and liabilities classified as Level 3 that are still held at March 31, 2019.


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

149



				Net realized/unrealized gains (losses) incl. 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			Mar. 31, 2018
Assets
Federal funds sold and securities borrowed and purchased under agreements to resell	$	16		$	18		$	—		$	—		$	—		$	—	$	—	$	—		$	(18	)	$	16		$	3
Trading non-derivative assets
Trading mortgage-backed securities
U.S. government-sponsored agency guaranteed	163			1			—			86			(49		)	116		—		(111		)	—			206			—
Residential	164			22			—			35			(77		)	46		—		(47		)	—			143			3
Commercial	57			1			—			4			(35		)	15		—		(7		)	—			35			3
Total trading mortgage-backed securities	$	384		$	24		$	—		$	125		$	(161	)	$	177	$	—	$	(165	)	$	—		$	384		$	6
U.S. Treasury and federal agency securities	$	—		$	—		$	—		$	—		$	—		$	—	$	—	$	—		$	—		$	—		$	—
State and municipal	274			6			—			—			(44		)	—		—		(25		)	—			211			(1		)
Foreign government	16			—			—			2			—			14		—		(11		)	—			21			—
Corporate	275			43			—			49			(72		)	34		—		(77		)	—			252			84
Marketable equity securities	120			75			—			1			(15		)	168		—		(112		)	—			237			(3		)
Asset-backed securities	1,590			58			—			18			(15		)	316		—		(370		)	—			1,597			73
Other trading assets	615			135			—			58			(10		)	112		—		(194		)	(5		)	716			6
Total trading non-derivative assets	$	3,274		$	341		$	—		$	253		$	(317	)	$	821	$	—	$	(954	)	$	(5	)	$	3,418		$	165
Trading derivatives, net⁽⁴⁾
Interest rate contracts	$	(422	)	$	381		$	—		$	5		$	37		$	7	$	—	$	(16	)	$	2		$	(6	)	$	(94	)
Foreign exchange contracts	130			(62		)	—			(1		)	8			1		—		—			12			88			(155		)
Equity contracts	(2,027		)	(136		)	—			(57		)	472			13		—		(7		)	1			(1,741		)	156
Commodity contracts	(1,861		)	(33		)	—			(47		)	8			20		—		—			4			(1,909		)	(42		)
Credit derivatives	(799		)	(62		)	—			1			(2		)	2		—		1			—			(859		)	(203		)
Total trading derivatives, net⁽⁴⁾	$	(4,979	)	$	88		$	—		$	(99	)	$	523		$	43	$	—	$	(22	)	$	19		$	(4,427	)	$	(338	)
Investments
Mortgage-backed securities
U.S. government-sponsored agency guaranteed	$	24		$	—		$	(1	)	$	—		$	—		$	—	$	—	$	—		$	—		$	23		$	2
Residential	—			—			—			—			—			—		—		—			—			—			—
Commercial	3			—			2			—			—			—		—		—			—			5			—
Total investment mortgage-backed securities	$	27		$	—		$	1		$	—		$	—		$	—	$	—	$	—		$	—		$	28		$	2
U.S. Treasury and federal agency securities	$	—		$	—		$	—		$	—		$	—		$	—	$	—	$	—		$	—		$	—		$	—
State and municipal	737			—			(16		)	—			(9		)	29		—		(59		)	—			682			(33		)
Foreign government	92			—			(1		)	—			(2		)	57		—		(76		)	—			70			—
Corporate	71			—			(1		)	3			—			3		—		—			—			76			—
Marketable equity securities	2			—			—			—			—			—		—		(1		)	—			1			—
Asset-backed securities	827			—			10			2			(342		)	—		—		—			—			497			7
Other debt securities	—			—			—			—			—			—		—		—			—			—			—
Non-marketable equity securities	681			—			24			30			—			15		—		—			(16		)	734			22
Total investments	$	2,437		$	—		$	17		$	35		$	(353	)	$	104	$	—	$	(136	)	$	(16	)	$	2,088		$	(2	)

150



			Net realized/unrealized gains (losses) incl. 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			Mar. 31, 2018
Loans	$	550	$	—		$	19	$	—	$	(1	)	$	4	$	—	$	(16	)	$	(2	)	$	554	$	26
Mortgage servicing rights	558		—			46		—		—			—		17		(17		)	(17		)	587		46
Other financial assets measured on a recurring basis	16		—			8		—		—			4		12		—			(27		)	13		18
Liabilities
Interest-bearing deposits	$	286	$	—		$	26	$	12	$	—		$	—	$	20	$	—		$	—		$	292	$	29
Federal funds purchased and securities loaned and sold under agreements to repurchase	726		14			—		—		—			—		147		—			(2		)	857		14
Trading account liabilities
Securities sold, not yet purchased	22		(105		)	—		3		(19		)	—		—		3			(66		)	48		(7		)
Other trading liabilities	5		5			—		—		—			—		—		—			—			—		(5		)
Short-term borrowings	18		7			—		45		—			—		25		—			—			81		(2		)
Long-term debt	13,082		(236		)	—		940		(764		)	36		3		(44		)	(5		)	13,484		254
Other financial liabilities measured on a recurring basis	8		—			—		—		(5		)	—		2		—			(2		)	3		(1		)


(1)	Changes in fair value of available-for-sale debt securities 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 debt securities), 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.

Level 3 Fair Value Rollforward

The following were the significant Level 3 transfers for the period December 31, 2018 to March 31, 2019.


•	Transfers of Long-term debt of $0.9 billion from Level 2 to Level 3, and of $1.6 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.

The following were the significant Level 3 transfers for the period December 31, 2017 to March 31, 2018.


•	Transfers of Long-term debt of $0.9 billion from Level 2 to Level 3, and of $0.8 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.

Valuation Techniques and Inputs for Level 3 Fair Value Measurements

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



As of March 31, 2019	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	$	66	Model-based	Interest rate	2.27		%	3.67		%	3.40		%
Mortgage-backed securities	$	192	Yield analysis	Yield	2.49		%	4.63		%	3.47		%
	166		Price-based	Price	$	35.00		$	320.00		$	91.58
State and municipal, foreign government, corporate and other debt securities	$	1,436	Price-based	Price	$	—		$	568.28		$	78.53
	1,037		Model-based	Credit spread	35 bps			375 bps			238 bps
Marketable equity securities⁽⁵⁾	$	110	Price-based	Price	$	0.01		$	28,822.00		$	2,698.08
	16		Model-based
Asset-backed securities	$	2,154	Price-based	Price	$	4.20		$	101.20		$	79.18
Non-marketable equities	$	266	Comparables analysis	Discount to price	—		%	10.00		%	1.11		%
	219		Price based	EBITDA multiples	7.75		x	11.50		x	8.66		x
				Price	$	13.80		$	1,345.00		$	711.39
				Revenue multiple	1.50		x	18.40		x	7.17		x
Derivatives—gross⁽⁶⁾
Interest rate contracts (gross)	$	3,248	Model-based	Inflation volatility	0.22		%	2.63		%	0.79		%
				Mean reversion	1.00		%	20.00		%	10.50		%
				IR normal volatility	0.16		%	71.90		%	49.46		%
Foreign exchange contracts (gross)	$	597	Model-based	FX volatility	3.15		%	18.85		%	11.34		%
				IR-IR correlation	(51.00		)%	40.00		%	31.87		%
				IR-FX correlation	40.00		%	60.00		%	50.00		%
				Interest rate	5.05		%	12.89		%	9.00		%
				Credit spread	34 bps			642 bps			403 bps
				IR Normal Volatility	0.16		%	71.90		%	50.81		%
Equity contracts (gross)	$	2,026	Model-based	Equity volatility	3.00		%	82.43		%	41.37		%
				Forward price	64.31		%	132.11		%	108.84		%
Commodity and other contracts (gross)	$	1,163	Model-based	Forward price	71.67		%	524.74		%	137.37		%
				Commodity volatility	6.88		%	55.75		%	18.17		%
				Commodity correlation	(38.66		)%	89.50		%	48.87		%
Credit derivatives (gross)	$	816	Model-based	Upfront points	6.17		%	99.00		%	61.76		%
	650		Price-based	Credit spread	3 bps			530 bps			86 bps
				Credit correlation	25.00		%	85.00		%	43.55		%
				Recovery rate	5.00		%	65.00		%	42.85		%
				Price	$	12.00		$	98.00		$	76.69

151



As of March 31, 2019	Fair value⁽¹⁾ (in millions)		Methodology	Input	Low⁽²⁾⁽³⁾			High⁽²⁾⁽³⁾			Weighted average⁽⁴⁾
Loans and leases	$	353	Model-based	Credit spread	115 bps			470 bps			129 bps
				Equity volatility	26.53		%	30.83		%	28.66		%
				Yield	—		%	—		%	—		%
Mortgage servicing rights	$	467	Cash flow	Yield	4.42		%	12.00		%	7.30		%
	83		Model-based	WAL	3.35 years			6.91 years			5.99 years
Liabilities
Interest-bearing deposits	$	1,047	Model-based	Mean reversion	1.00		%	20.00		%	10.50		%
Federal funds purchased and securities loaned and sold under agreement to repurchase	$	1,041	Model-based	Interest rate	2.27		%	2.89		%	2.52		%
Trading account liabilities
Securities sold, not yet purchased	$	8	Price-based	Price	$	—		$	994.85		$	89.80
	6		Model-based
Short-term borrowings and long-term debt	$	14,026	Model-based	Mean reversion	1.00		%	20.00		%	10.50		%
				Forward price	64.31		%	524.74		%	109.75		%
				IR normal volatility	0.16		%	71.90		%	52.74		%



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
Marketable equity securities⁽⁵⁾	$	108	Price-based	Price	$	—		$	20,255.00		$	1,247.85
	45		Model-based	WAL	1.47years			1.47years			1.47years
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	5.00		x	34.00		x	9.73		x
				Net operating income multiple	24.70		x	24.70		x	24.70		x
				Price	$	2.38		$	1,073.80		$	420.24
				Revenue multiple	2.25		x	16.50		x	7.06		x
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 volaitility	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

152



As of December 31, 2018	Fair value⁽¹⁾ (in millions)		Methodology	Input	Low⁽²⁾⁽³⁾			High⁽²⁾⁽³⁾			Weighted average⁽⁴⁾
				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		%
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			1127 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	$	500	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		%


(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.

153


(5)	For equity securities, the price 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.

Items Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis and, therefore, are not included in the tables above. These include assets measured at cost that have been written down to fair value during the periods as a result of an impairment. These also include non-marketable equity securities that have been measured using the measurement alternative and are either (i) written down to fair value during the periods as a result of an impairment or (ii) adjusted upward or downward to fair value as a result of a transaction observed during the periods for the identical or similar investment of the same issuer. In addition, these assets include loans held-for-sale and other real estate owned that are measured at the lower of cost or market value.

The following tables present the carrying amounts of all assets that were still held for which a nonrecurring fair value measurement was recorded:



In millions of dollars	Fair value		Level 2		Level 3
March 31, 2019
Loans HFS⁽¹⁾	$	3,304	$	1,869	$	1,435
Other real estate owned	67		55		12
Loans⁽²⁾	361		128		233
Non-marketable equity securities measured using the measurement alternative	268		144		124
Total assets at fair value on a nonrecurring basis	$	4,000	$	2,196	$	1,804



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


(1)	Net of fair value amounts on the unfunded portion of loans HFS recognized as 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 less costs to sell, primarily real estate.

154

Valuation Techniques and Inputs for Level 3 Nonrecurring Fair Value Measurements

The following tables present the valuation techniques covering the majority of Level 3 nonrecurring fair value measurements and the most significant unobservable inputs used in those measurements:



As of March 31, 2019	Fair value⁽¹⁾ (in millions)		Methodology	Input	Low⁽²⁾			High			Weighted average⁽³⁾
Loans held-for-sale	$	1,334	Price-based	Price	$	0.77		$	100.00		$	89.97
Other real estate owned	$	9	Price-based	Appraised value⁽⁴⁾	$	2,993,681		$	8,394,102		$	6,974,411
	$	3	Cashflow	Discount to price⁽⁵⁾	13.00		%	13.00		%	13.00		%
Loans⁽⁶⁾	$	184	Recovery analysis	Recovery rate	39.27		%	99.26		%	78.25		%
	$	27	Price-based	Price	$	2.60		$	54.00		$	3.40
Non-marketable equity securities measured using the measurement alternative	$	78	Price-based	Price	$	33.65		$	2,018.12		$	725.12
	40		Price-based	Price	$	2.84		$	2.84		$	2.84



As of December 31, 2018	Fair value⁽¹⁾ (in millions)		Methodology	Input	Low⁽²⁾			High			Weighted average⁽³⁾
Loans held-for-sale	$	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


(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.

Nonrecurring Fair Value Changes

The following tables present total nonrecurring fair value measurements for the period, included in earnings, attributable to the change in fair value relating to assets that were still held:



	Three Months Ended March 31,
In millions of dollars	2019
Loans HFS	$	(2	)
Other real estate owned	1
Loans⁽¹⁾	(27		)
Non-marketable equity securities measured using the measurement alternative	61
Total nonrecurring fair value gains (losses)	$	33


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



	Three Months Ended March 31,
In millions of dollars	2018
Loans HFS	$	(35	)
Other real estate owned	(3		)
Loans⁽¹⁾	(32		)
Non-marketable equity securities measured using the measurement alternative	120
Total nonrecurring fair value gains (losses)	$	50


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

155

Estimated Fair Value of Financial Instruments Not Carried at Fair Value

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



	March 31, 2019				Estimated fair value
	Carrying value		Estimated fair value
In billions of dollars					Level 1		Level 2		Level 3
Assets
Investments	$	72.5	$	72.7	$	1.0	$	69.6	$	2.1
Federal funds sold and securities borrowed and purchased under agreements to resell	102.4		102.4		—		102.2		0.2
Loans⁽¹⁾⁽²⁾	664.6		669.3		—		11.0		658.3
Other financial assets⁽²⁾⁽³⁾	276.5		277.0		189.4		16.5		71.1
Liabilities
Deposits	$	1,028.0	$	1,026.2	$	—	$	824.0	$	202.2
Federal funds purchased and securities loaned and sold under agreements to repurchase	144.1		144.1		—		144.1		—
Long-term debt⁽⁴⁾	199.4		204.0		—		188.0		16.0
Other financial liabilities⁽⁵⁾	111.2		111.2		—		18.9		92.3



	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 and 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


(1)	The carrying value of loans is net of the Allowance for loan losses of $12.3 billion for March 31, 2019 and $12.3 billion for December 31, 2018. In addition, the carrying values exclude $1.5 billion and $1.6 billion of lease finance receivables at March 31, 2019 and December 31, 2018, 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 recoverables and other financial instruments included in Other assets on the Consolidated Balance Sheet, for all of which the carrying value is a reasonable estimate of fair value.


(4)	The carrying value includes long-term debt balances under qualifying fair value hedges.


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

The estimated fair values of the Company’s corporate unfunded lending commitments at March 31, 2019 and December 31, 2018 were liabilities of $7.4 billion and $7.8 billion, respectively, substantially all of which are classified as Level 3. The Company does not estimate the fair values of

consumer unfunded lending commitments, which are generally cancellable by providing notice to the borrower.

156

21. FAIR VALUE ELECTIONS

The Company may elect to report most financial instruments and certain other items at fair value on an instrument-by-instrument basis with changes in fair value reported in earnings, other than DVA (see below). The election is made upon the initial recognition of an eligible financial asset, financial liability or firm commitment or when certain specified reconsideration events occur. The fair value election may not be revoked once an election is made. The changes in

fair value are recorded in current earnings, other than DVA, which from January 1, 2016 are reported in AOCI. Additional discussion regarding the applicable areas in which fair value elections were made is presented in Note 20 to the Consolidated Financial Statements.

The Company has elected fair value accounting for its mortgage servicing rights. See Note 18 to the Consolidated Financial Statements for further discussions regarding the accounting and reporting of MSRs.

The following table presents the changes in fair value of those items for which the fair value option has been elected:



	Changes in fair value—gains (losses)
	Three Months Ended March 31,
In millions of dollars	2019			2018
Assets
Federal funds sold and securities borrowed and purchased under agreements to resell	$	29		$	(16	)
Trading account assets	167			(16		)
Investments	—			—
Loans
Certain corporate loans	(133		)	(123		)
Certain consumer loans	—			—
Total loans	$	(133	)	$	(123	)
Other assets
MSRs	$	(27	)	$	46
Certain mortgage loans HFS⁽¹⁾	16			2
Total other assets	$	(11	)	$	48
Total assets	$	52		$	(107	)
Liabilities
Interest-bearing deposits	$	(91	)	$	28
Federal funds purchased and securities loaned and sold under agreements to repurchase	35			(111		)
Trading account liabilities	11			(6		)
Short-term borrowings	(175		)	177
Long-term debt⁽²⁾	(2,681		)	618
Total liabilities	$	(2,901	)	$	706


(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 a loss of ($0.7) billion and a gain of $0.2 billion of DVA which is included in AOCI for the three months ended March 31, 2019 and 2018, respectively.

157

Own Debt Valuation Adjustments (DVA)

Own debt valuation adjustments are recognized on Citi’s liabilities for which the fair value option has been elected using Citi’s credit spreads observed in the bond market. Effective January 1, 2016, changes in fair value of fair value option liabilities related to changes in Citigroup’s own credit spreads (DVA) are reflected as a component of AOCI. See Note 1 to the Consolidated Financial Statements for additional information.

Among other variables, the fair value of liabilities for which the fair value option has been elected (other than non-recourse and similar liabilities) is impacted by the narrowing or widening of the Company’s credit spreads.

The estimated changes in the fair value of these liabilities due to such changes in the Company’s own credit spread (or instrument-specific credit risk) was a loss of $725 million and a gain of $167 million for the three months ended March 31, 2019 and 2018, respectively. Changes in fair value resulting from changes in instrument-specific credit risk were estimated by incorporating the Company’s current credit spreads observable in the bond market into the relevant valuation technique used to value each liability as described above.

The Fair Value Option for Financial Assets and Financial Liabilities

Selected Portfolios of Securities Purchased Under Agreements to Resell, Securities Borrowed, Securities Sold Under Agreements to Repurchase, Securities Loaned and Certain Non-Collateralized Short-Term Borrowings

The Company elected the fair value option for certain portfolios of fixed income securities purchased under agreements to resell and fixed income securities sold under agreements to repurchase, securities borrowed, securities loaned and certain non-collateralized short-term borrowings held primarily by broker-dealer entities in the United States, United Kingdom and Japan. In each case, the election was made because the related interest rate risk is managed on a portfolio basis, primarily with offsetting derivative instruments that are accounted for at fair value through earnings.

Changes in fair value for transactions in these portfolios are recorded in Principal transactions. The related interest revenue and interest expense are measured based on the contractual rates specified in the transactions and are reported as Interest revenue and Interest expense in the Consolidated Statement of Income.

Certain Loans and Other Credit Products

Citigroup has also elected the fair value option for certain other originated and purchased loans, including certain unfunded loan products, such as guarantees and letters of credit, executed by Citigroup’s lending and trading businesses. None of these credit products are highly leveraged financing commitments. Significant groups of transactions include loans and unfunded loan products that are expected to be either sold or securitized in the near term, or transactions where the economic risks are hedged with derivative instruments, such as purchased credit default swaps or total return swaps where the Company pays the total return on the underlying loans to a third party. Citigroup has elected the fair value option to mitigate accounting mismatches in cases where hedge accounting is complex and to achieve operational simplifications. Fair value was not elected for most lending transactions across the Company.

The following table provides information about certain credit products carried at fair value:



	March 31, 2019				December 31, 2018
In millions of dollars	Trading assets		Loans		Trading assets		Loans
Carrying amount reported on the Consolidated Balance Sheet	$	9,287	$	3,874	$	10,108	$	3,224
Aggregate unpaid principal balance in excess of (less than) fair value	870		750		435		741
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	—		—		—		—

158

In addition to the amounts reported above, $1,142 million and $1,137 million of unfunded commitments related to certain credit products selected for fair value accounting were outstanding as of March 31, 2019 and December 31, 2018, respectively.

Changes in the fair value of funded and unfunded credit products are classified in Principal transactions in Citi’s Consolidated Statement of Income. Related interest revenue is measured based on the contractual interest rates and reported as Interest revenue on Trading account assets or loan interest depending on the balance sheet classifications of the credit products. The changes in fair value for the three months ended March 31, 2019 and 2018 due to instrument-specific credit risk totaled to gains of $18 million and a loss of $19 million, respectively.

Certain Investments in Unallocated Precious Metals

Citigroup invests in unallocated precious metals accounts (gold, silver, platinum and palladium) as part of its commodity and foreign currency trading activities or to economically hedge certain exposures from issuing structured liabilities. Under ASC 815, the investment is bifurcated into a debt host contract and a commodity forward derivative instrument. Citigroup elects the fair value option for the debt host contract, and reports the debt host contract within Trading account assets on the Company’s Consolidated Balance Sheet. The total carrying amount of debt host contracts across unallocated precious metals accounts was approximately $0.5 billion and $0.4 billion at March 31, 2019 and December 31, 2018, respectively. The amounts are expected to fluctuate based on trading activity in future periods.

As part of its commodity and foreign currency trading activities, Citi trades unallocated precious metals investments and executes forward purchase and forward sale derivative contracts with trading counterparties. When Citi sells an unallocated precious metals investment, Citi’s receivable from its depository bank is repaid and Citi derecognizes its investment in the unallocated precious metal. The forward purchase or sale contract with the trading counterparty indexed to unallocated precious metals is accounted for as a derivative, at fair value through earnings. As of March 31, 2019, there were approximately $9.6 billion and $6.9 billion of notional amounts of such forward purchase and forward sale derivative contracts outstanding, respectively.

Certain Investments in Private Equity and

Real Estate Ventures

Citigroup invests in private equity and real estate ventures for the purpose of earning investment returns and for capital appreciation. The Company has elected the fair value option for certain of these ventures, because such investments are considered similar to many private equity or hedge fund activities in Citi’s investment companies, which are reported at fair value. The fair value option brings consistency in the accounting and evaluation of these investments. All investments (debt and equity) in such private equity and real estate entities are accounted for at fair value. These investments are classified as Investments on Citigroup’s Consolidated Balance Sheet.

Changes in the fair values of these investments are classified in Other revenue in the Company’s Consolidated Statement of Income.

Certain Mortgage Loans Held-for-Sale (HFS)

Citigroup has elected the fair value option for certain purchased and originated prime fixed-rate and conforming adjustable-rate first mortgage loans HFS. These loans are intended for sale or securitization and are hedged with derivative instruments. The Company has elected the fair value option to mitigate accounting mismatches in cases where hedge accounting is complex and to achieve operational simplifications.

The following table provides information about certain mortgage loans HFS carried at fair value:



In millions of dollars	March 31, 2019		December 31, 2018
Carrying amount reported on the Consolidated Balance Sheet	$	459	$	556
Aggregate fair value in excess of (less than) unpaid principal balance	18		21
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	—		—

159

The changes in the fair values of these mortgage loans are reported in Other revenue in the Company’s Consolidated Statement of Income. There was no net change in fair value during the three months ended March 31, 2019 and 2018 due to instrument-specific credit risk. Related interest income continues to be measured based on the contractual interest rates and reported as Interest revenue in the Consolidated Statement of Income.

Certain Structured Liabilities

The Company has elected the fair value option for certain structured liabilities whose performance is linked to structured interest rates, inflation, currency, equity, referenced credit or commodity risks. The Company elected the fair value option because these exposures are considered to be trading-related positions and, therefore, are managed on a fair value basis. These positions will continue to be classified as debt, deposits or derivatives (Trading account liabilities) on the Company’s Consolidated Balance Sheet according to their legal form.

The following table provides information about the carrying value of structured notes, disaggregated by type of embedded derivative instrument:



In billions of dollars	March 31, 2019		December 31, 2018
Interest rate linked	$	18.7	$	17.3
Foreign exchange linked	1.0		0.5
Equity linked	17.9		14.8
Commodity linked	1.2		1.2
Credit linked	2.0		1.9
Total	$	40.8	$	35.7

Prior to 2016, the total change in the fair value of these structured liabilities was reported in Principal transactions in the Company’s Consolidated Statement of Income. Beginning in the first quarter of 2016, the portion of the changes in fair value attributable to changes in Citigroup’s own credit spreads (DVA) is reflected as a component of AOCI while all other changes in fair value will continue to be reported in Principal transactions. Changes in the fair value of these structured liabilities include accrued interest, which is also included in the change in fair value reported in Principal transactions.

Certain Non-Structured Liabilities

The Company has elected the fair value option for certain non-structured liabilities with fixed and floating interest rates. The Company has elected the fair value option where the interest rate risk of such liabilities may be economically hedged with derivative contracts or the proceeds are used to purchase financial assets that will also be accounted for at fair value through earnings. The elections have been made to mitigate accounting mismatches and to achieve operational simplifications. These positions are reported in Short-term borrowings and Long-term debt on the Company’s Consolidated Balance Sheet. The portion of the changes in fair value attributable to changes in Citigroup’s own credit spreads (DVA) is reflected as a component of AOCI while all other changes in fair value will continue to be reported in Principal transactions.

Interest expense on non-structured liabilities is measured based on the contractual interest rates and reported as Interest expense in the Consolidated Statement of Income.

The following table provides information about long-term debt carried at fair value:



In millions of dollars	March 31, 2019		December 31, 2018
Carrying amount reported on the Consolidated Balance Sheet	$	44,088	$	38,229
Aggregate unpaid principal balance in excess of (less than) fair value	2,610		3,814

The following table provides information about short-term borrowings carried at fair value:



In millions of dollars	March 31, 2019		December 31, 2018
Carrying amount reported on the Consolidated Balance Sheet	$	5,172	$	4,483
Aggregate unpaid principal balance in excess of fair value	631		861

160

22. GUARANTEES, LEASES AND COMMITMENTS

Citi provides a variety of guarantees and indemnifications to its customers to enhance their credit standing and enable them to complete a wide variety of business transactions. For

certain contracts meeting the definition of a guarantee, the guarantor must recognize, at inception, a liability for the fair value of the obligation undertaken in issuing the guarantee.

In addition, the guarantor must disclose the maximum potential amount of future payments that the guarantor could be required to make under the guarantee, if there were a total

default by the guaranteed parties. The determination of the maximum potential future payments is based on the notional amount of the guarantees without consideration of possible

recoveries under recourse provisions or from collateral held or pledged. As such, Citi believes such amounts bear no relationship to the anticipated losses, if any, on these guarantees.

For additional information regarding Citi’s guarantees and indemnifications included in the tables below, as well as its other guarantees and indemnifications excluded from the tables below, see Note 26 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.

The following tables present information about Citi’s guarantees at March 31, 2019 and December 31, 2018:



	Maximum potential amount of future payments
In billions of dollars at March 31, 2019	Expire within 1 year		Expire after 1 year		Total amount outstanding		Carrying value (in millions of dollars)
Financial standby letters of credit	$	33.5	$	63.6	$	97.1	$	163
Performance guarantees	8.2		3.9		12.1		28
Derivative instruments considered to be guarantees	46.4		73.4		119.8		326
Loans sold with recourse	—		1.3		1.3		8
Securities lending indemnifications⁽¹⁾	105.1		—		105.1		—
Credit card merchant processing⁽¹⁾⁽²⁾	85.6		—		85.6		—
Credit card arrangements with partners	0.2		0.8		1.0		136
Custody indemnifications and other	—		32.9		32.9		41
Total	$	279.0	$	175.9	$	454.9	$	702



	Maximum potential amount of future payments
In billions of dollars at December 31, 2018	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


(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 March 31, 2019 and December 31, 2018, this maximum potential exposure was estimated to be $86 billion and $95 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.

161

Loans Sold with Recourse

Loans sold with recourse represent Citi’s obligations to

reimburse the buyers for loan losses under certain

circumstances. Recourse refers to the clause in a sales

agreement under which a seller/lender will fully reimburse

the buyer/investor for any losses resulting from the

purchased loans. This may be accomplished by the seller

taking back any loans that become delinquent.

In addition to the amounts shown in the tables above,

Citi has recorded a repurchase reserve for its potential

repurchases or make-whole liability regarding residential

mortgage representation and warranty claims related to its

whole loan sales to U.S. government-sponsored

enterprises (GSEs) and, to a lesser extent, private investors.

The repurchase reserve was approximately $47 million and $49 million at March 31, 2019 and December 31, 2018, respectively, and these amounts are included in Other liabilities on the Consolidated Balance Sheet.

Credit Card Arrangements with Partners

Citi, in certain of its credit card partner arrangements,

provides guarantees to the partner regarding the volume of

certain customer originations during the term of the

agreement. To the extent that such origination targets are not met, the guarantees serve to compensate the partner for certain payments that otherwise would have been generated in connection with such originations.

Other Guarantees and Indemnifications

Credit Card Protection Programs

Citi, through its credit card businesses, provides various

cardholder protection programs on several of its card

products, including programs that provide insurance

coverage for rental cars, coverage for certain losses

associated with purchased products, price protection for

certain purchases and protection for lost luggage. These

guarantees are not included in the table, since the total

outstanding amount of the guarantees and Citi’s maximum

exposure to loss cannot be quantified. The protection is

limited to certain types of purchases and losses, and it is not

possible to quantify the purchases that would qualify for

these benefits at any given time. Citi assesses the probability

and amount of its potential liability related to these programs

based on the extent and nature of its historical loss

experience. At March 31, 2019 and December 31, 2018, the actual and estimated losses incurred and the carrying value of Citi’s obligations related to these programs were

immaterial.

Value-Transfer Networks

Citi is a member of, or shareholder in, hundreds of value-transfer networks (VTNs) (payment, clearing and settlement

systems as well as exchanges) around the world. As a

condition of membership, many of these VTNs require that

members stand ready to pay a pro rata share of the losses

incurred by the organization due to another member’s default

on its obligations. Citi’s potential obligations may be limited

to its membership interests in the VTNs, contributions to the

VTN’s funds, or, in limited cases, the obligation may be unlimited. The maximum exposure cannot be estimated as

this would require an assessment of claims that have

not yet occurred. Citi believes the risk of loss is remote

given historical experience with the VTNs. Accordingly,

Citi’s participation in VTNs is not reported in the guarantees

tables above, and there are no amounts reflected on the

Consolidated Balance Sheet as of March 31, 2019 or

December 31, 2018 for potential obligations that could arise

from Citi’s involvement with VTN associations.

Long-Term Care Insurance Indemnification

In 2000, Travelers Life & Annuity (Travelers), then a subsidiary of Citi, entered into a reinsurance agreement to transfer the risks and rewards of its long-term care (LTC) business to GE Life (now Genworth Financial Inc., or Genworth), then a subsidiary of the General Electric Company (GE). As part of this transaction, the reinsurance obligations were provided by two regulated insurance subsidiaries of GE Life, which funded two collateral trusts with securities. Presently, as discussed below, the trusts are referred to as the Genworth Trusts.

As part of GE’s spin-off of Genworth in 2004, GE retained the risks and rewards associated with the 2000 Travelers reinsurance agreement by providing a reinsurance contract to Genworth through its Union Fidelity Life Insurance Company (UFLIC) subsidiary that covers the Travelers LTC policies. In addition, GE provided a capital maintenance agreement in favor of UFLIC that is designed to assure that UFLIC will have the funds to pay its reinsurance obligations. As a result of these reinsurance agreements and the spin-off of Genworth, Genworth has reinsurance protection from UFLIC (supported by GE) and has reinsurance obligations in connection with the Travelers LTC policies. As noted below, the Genworth reinsurance obligations now benefit Brighthouse Financial, Inc. (Brighthouse). While neither Brighthouse nor Citi are direct beneficiaries of the capital maintenance agreement between GE and UFLIC, Brighthouse and Citi benefit indirectly from the existence of the capital maintenance agreement, which helps assure that UFLIC will continue to have funds necessary to pay its reinsurance obligations to Genworth.

In connection with Citi’s 2005 sale of Travelers to MetLife Inc. (MetLife), Citi provided an indemnification to MetLife for losses (including policyholder claims) relating to the LTC business for the entire term of the Travelers LTC policies, which, as noted above, are reinsured by subsidiaries of Genworth. In 2017, MetLife spun off its retail insurance business to Brighthouse. As a result, the Travelers LTC policies now reside with Brighthouse. The original reinsurance agreement between Travelers (now Brighthouse) and Genworth remains in place and Brighthouse is the sole beneficiary of the Genworth Trusts. The fair value of the Genworth Trusts is approximately $7.9 billion as of March 31, 2019, compared to approximately $7.5 billion at December 31, 2018. The Genworth Trusts are designed to provide collateral to Brighthouse in an amount equal to the statutory liabilities of Brighthouse in respect of the Travelers LTC policies. The assets in the Genworth Trusts are

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evaluated and adjusted periodically to ensure that the fair value of the assets continues to provide collateral in an amount equal to these estimated statutory liabilities, as the liabilities change over time.

If both (i) Genworth fails to perform under the original

Travelers/GE Life reinsurance agreement for any reason,

including insolvency or the failure of UFLIC to perform in a timely manner, and (ii) the assets of the two Genworth Trusts

are insufficient or unavailable, then Citi, through its LTC

reinsurance indemnification, must reimburse Brighthouse for

any losses incurred in connection with the LTC policies. Since both events would have to occur before Citi would become responsible for any payment to Brighthouse pursuant to its indemnification obligation, and the likelihood of such events occurring is currently not probable, there is no liability reflected on the Consolidated Balance Sheet as of March 31, 2019 and December 31, 2018 related to this indemnification. Citi continues to closely monitor its potential exposure under this indemnification obligation.

Separately, Genworth announced that it had agreed to

be purchased by China Oceanwide Holdings Co., Ltd, subject to a series of conditions and regulatory approvals. Citi is monitoring these developments.

Futures and Over-the-Counter Derivatives Clearing

Citi provides clearing services on central clearing parties (CCP) for clients that need to clear exchange-traded and over-the-counter (OTC) derivative contracts with CCPs. Based on all relevant facts and circumstances, Citi has concluded that it acts as an agent for accounting purposes in its role as clearing member for these client transactions. As such, Citi does not reflect the underlying exchange-traded or OTC derivatives contracts in its Consolidated Financial Statements. See Note 19 for a discussion of Citi’s derivatives activities that are reflected in its Consolidated Financial Statements.

As a clearing member, Citi collects and remits cash and securities collateral (margin) between its clients and the

respective CCP. In certain circumstances, Citi collects a higher amount of cash (or securities) from its clients than it needs to remit to the CCPs. This excess cash is then held at depository institutions such as banks or carry brokers.

There are two types of margin: initial and variation. Where Citi obtains benefits from or controls cash initial margin (e.g., retains an interest spread), cash initial margin collected from clients and remitted to the CCP or depository institutions is reflected within Brokerage payables (payables to customers) and Brokerage receivables (receivables from brokers, dealers and clearing organizations) or Cash and due from banks, respectively.

However, for exchange-traded and OTC-cleared derivative contracts where Citi does not obtain benefits from or control the client cash balances, the client cash initial margin collected from clients and remitted to the CCP or depository institutions is not reflected on Citi’s Consolidated Balance Sheet. These conditions are met when Citi has contractually agreed with the client that (i) Citi will pass through to the client all interest paid by the CCP or depository institutions on the cash initial margin, (ii) Citi

will not utilize its right as a clearing member to transform cash margin into other assets, (iii) Citi does not guarantee and is not liable to the client for the performance of the CCP or the depository institution and (iv) the client cash balances are legally isolated from Citi’s bankruptcy estate. The total amount of cash initial margin collected and remitted in this manner was approximately $13.1 billion and $13.8 billion as of March 31, 2019 and December 31, 2018, respectively.

Variation margin due from clients to the respective CCP, or from the CCP to clients, reflects changes in the value of the client’s derivative contracts for each trading day. As a clearing member, Citi is exposed to the risk of non-performance by clients (e.g., failure of a client to post

variation margin to the CCP for negative changes in the

value of the client’s derivative contracts). In the event of

non-performance by a client, Citi would move to close out

the client’s positions. The CCP would typically utilize initial

margin posted by the client and held by the CCP, with any

remaining shortfalls required to be paid by Citi as clearing

member. Citi generally holds incremental cash or securities

margin posted by the client, which would typically be

expected to be sufficient to mitigate Citi’s credit risk in the

event the client fails to perform.

As required by ASC 860-30-25-5, securities collateral posted by clients is not recognized on Citi’s Consolidated Balance Sheet.

Carrying Value—Guarantees and Indemnifications

At March 31, 2019 and December 31, 2018, the total carrying amounts of the liabilities related to the guarantees and indemnifications included in the tables above amounted

to approximately $0.7 billion and $0.9 billion, respectively. The carrying value of financial and performance guarantees is included in Other liabilities. For loans sold with recourse, the carrying value of the liability is included in Other liabilities.

Collateral

Cash collateral available to Citi to reimburse losses realized under these guarantees and indemnifications amounted to $67 billion and $55 billion at March 31, 2019 and December 31, 2018, respectively. Securities and other marketable assets held as collateral amounted to approximately $57 billion and $55 billion at March 31, 2019 and December 31, 2018, respectively. The majority of collateral is held to reimburse losses realized under securities lending indemnifications. Additionally, letters of credit in favor of Citi held as collateral amounted to $3.8 billion and $4.1 billion at March 31, 2019 and December 31, 2018. Other property may also be available to Citi to cover losses under certain guarantees and indemnifications; however, the value of such property has not been determined.

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Performance Risk

Presented in the tables below are the maximum potential amounts of future payments that are classified based upon internal and external credit ratings. The determination of the maximum potential future payments is based on the notional amount of the guarantees without consideration of possible recoveries under recourse provisions or from collateral held or pledged. As such, Citi believes such amounts bear no relationship to the anticipated losses, if any, on these guarantees.



	Maximum potential amount of future payments
In billions of dollars at March 31, 2019	Investment grade		Non-investment grade		Not rated		Total
Financial standby letters of credit	$	69.4	$	11.5	$	16.2	$	97.1
Performance guarantees	9.8		1.9		0.4		12.1
Derivative instruments deemed to be guarantees	—		—		119.8		119.8
Loans sold with recourse	—		—		1.3		1.3
Securities lending indemnifications	—		—		105.1		105.1
Credit card merchant processing	—		—		85.6		85.6
Credit card arrangements with partners	—		—		1.0		1.0
Custody indemnifications and other	19.8		13.1		—		32.9
Total	$	99.0	$	26.5	$	329.4	$	454.9



	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

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Leases

The Company’s operating leases, where Citi is a lessee, include real estate, such as office space and branches, and various types of equipment. These leases have a weighted-average lease term of approximately nine years as of March 31, 2019. The operating lease ROU asset and lease liability were both approximately $4.1 billion as of March 31, 2019. The Company recognizes fixed lease costs on a straight-line basis throughout the lease term in the Consolidated Statement of Income. Additionally, variable lease costs are recognized in the period in which the obligation for those payments is incurred. The total operating lease expense (principally for offices, branches and equipment), net of approximately $19 million sublease income, was approximately $270 million for the three months ended March 31, 2019.

While Citi has, as a lessee, certain equipment finance leases, such leases are not material to the Company's Consolidated Financial Statements.

Citi’s lease arrangements that have not yet commenced as of March 31, 2019 and the Company’s short-term lease costs, variable lease costs and finance lease costs, for the three months ended March 31, 2019 are not material to the Consolidated Financial Statements. Citi’s operating cash outflows related to operating leases were approximately $234 million for the three months ended March 31, 2019, while the future lease payments are as follows:



In millions of dollars	Operating leases
As of March 31, 2019
2019 (excluding the three months ended March 31, 2019)	$	704
2020	755
2021	638
2022	514
2023	405
Thereafter	1,794
Total future lease payments	$	4,810
Less imputed interest (based on weighted-average discount rate of 3.5%)	(698		)
Lease liability	$	4,112

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Credit Commitments and Lines of Credit

The table below summarizes Citigroup’s credit commitments:



In millions of dollars	U.S.		Outside of U.S.		March 31, 2019		December 31, 2018
Commercial and similar letters of credit	$	834	$	5,061	$	5,895	$	5,461
One- to four-family residential mortgages	1,750		1,669		3,419		2,671
Revolving open-end loans secured by one- to four-family residential properties	9,977		1,335		11,312		11,374
Commercial real estate, construction and land development	9,798		1,638		11,436		11,293
Credit card lines	615,230		92,865		708,095		696,007
Commercial and other consumer loan commitments	194,289		112,053		306,342		300,115
Other commitments and contingencies	2,384		563		2,947		3,321
Total	$	834,262	$	215,184	$	1,049,446	$	1,030,242

The majority of unused commitments are contingent upon customers maintaining specific credit standards.

Commercial commitments generally have floating interest rates and fixed expiration dates and may require payment of fees. Such fees (net of certain direct costs) are deferred and, upon exercise of the commitment, amortized over the life of

the loan or, if exercise is deemed remote, amortized over the commitment period.

Other commitments and contingencies

Other commitments and contingencies include all other transactions related to commitments and contingencies not reported on the lines above.

Unsettled reverse repurchase and securities borrowing agreements and unsettled repurchase and securities lending agreements

In addition, in the normal course of business, Citigroup enters into reverse repurchase and securities borrowing agreements, as well as repurchase and securities lending agreements, which settle at a future date. At March 31, 2019 and December 31, 2018, Citigroup had approximately $64.9 billion and $36.1 billion of unsettled reverse repurchase and securities borrowing agreements, and approximately $55.3 billion and $30.7 billion of unsettled repurchase and securities lending agreements, respectively. For a further discussion of securities purchased under agreements to resell and securities borrowed, and securities sold under agreements to repurchase and securities loaned, including the Company’s policy for offsetting repurchase and reverse repurchase agreements, see Note 10 to the Consolidated Financial Statements.

Restricted Cash

Citigroup defines restricted cash (as cash subject to withdrawal restrictions) to include cash deposited with central banks that must be maintained to meet minimum regulatory requirements, and cash set aside for the benefit of customers or for other purposes such as compensating balance arrangements or debt retirement. Restricted cash includes minimum reserve requirements with the Federal

Reserve Bank and certain other central banks and cash segregated to satisfy rules regarding the protection of customer assets as required by Citigroup broker-dealers’ primary regulators, including the United States Securities and Exchange Commission (SEC), the Commodities Futures Trading Commission and the United Kingdom’s Prudential Regulation Authority.

Restricted cash is included on the Consolidated Balance Sheet within the following balance sheet lines:



In millions of dollars	March 31, 2019		December 31, 2018
Cash and due from banks	$	3,601	$	4,000
Deposits with banks	23,832		27,208
Total	$	27,433	$	31,208

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23. CONTINGENCIES

The following information supplements and amends, as applicable, the disclosure in Note 27 to the Consolidated Financial Statements of Citigroup’s 2018 Annual Report on Form 10-K. For purposes of this Note, Citigroup, its affiliates and subsidiaries and current and former officers, directors and employees, are sometimes collectively referred to as Citigroup and Related Parties.

In accordance with ASC 450, Citigroup establishes accruals for contingencies, including the litigation and regulatory matters disclosed herein, when Citigroup believes it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of loss ultimately incurred in relation to those matters may be substantially higher or lower than the amounts accrued for those matters.

If Citigroup has not accrued for a matter because the matter does not meet the criteria for accrual (as set forth above), or Citigroup believes an exposure to loss exists in excess of the amount accrued for a particular matter, in each case assuming a material loss is reasonably possible, Citigroup discloses the matter. In addition, for such matters, Citigroup discloses an estimate of the aggregate reasonably possible loss or range of loss in excess of the amounts accrued for those matters as to which an estimate can be made. At March 31, 2019, Citigroup’s estimate of the reasonably possible unaccrued loss for these matters was materially unchanged from the estimate of approximately $1.0 billion in the aggregate as of December 31, 2018.

As available information changes, the matters for which Citigroup is able to estimate will change, and the estimates themselves will change. In addition, while many estimates presented in financial statements and other financial disclosures involve significant judgment and may be subject to significant uncertainty, estimates of the range of reasonably possible loss arising from litigation and regulatory proceedings are subject to particular uncertainties. For example, at the time of making an estimate, Citigroup may have only preliminary, incomplete or inaccurate information about the facts underlying the claim; its assumptions about the future rulings of the court or other tribunal on significant issues, or the behavior and incentives of adverse parties or regulators, may prove to be wrong; and the outcomes it is attempting to predict are often not amenable to the use of statistical or other quantitative analytical tools. In addition, from time to time an outcome may occur that Citigroup had not accounted for in its estimates because it had deemed such an outcome to be remote. For all these reasons, the amount of loss in excess of accruals ultimately incurred for the matters as to which an estimate has been made could be substantially higher or lower than the range of loss included in the estimate.

Subject to the foregoing, it is the opinion of Citigroup's management, based on current knowledge and after taking into account its current legal accruals, that the eventual outcome of all matters described in this Note would not be likely to have a material adverse effect on the consolidated financial condition of Citigroup. Nonetheless, given the substantial or

indeterminate amounts sought in certain of these matters and the inherent unpredictability of such matters, an adverse outcome in certain of these matters could, from time to time, have a material adverse effect on Citigroup’s consolidated results of operations or cash flows in particular quarterly or annual periods.

For further information on ASC 450 and Citigroup's accounting and disclosure framework for contingencies, including for litigation and regulatory matters disclosed herein, see Note 27 to the Consolidated Financial Statements of Citigroup’s 2018 Annual Report on Form 10-K.

Credit Crisis-Related Litigation and Other Matters

Mortgage-Related Litigation and Other Matters

Mortgage-Backed Securities Trustee Actions: On March 20, 2019, the court granted Citibank’s motion to dismiss the Federal Deposit Insurance Corporation’s amended complaint. Additional information concerning this action is publicly available in court filings under the docket number 15-cv-6574 (S.D.N.Y.) (Carter, J.).

Tribune Company Bankruptcy

On April 4, 2019, the litigation trustee in KIRSCHNER v. FITZSIMONS, ET AL. filed a motion for leave to amend the complaint to avoid and recover as constructive fraudulent transfers the transfers of Tribune stock that occurred as a part of the leveraged buyout. The motion was denied on April 23, 2019.

On February 21, 2019, the litigation trustee appealed to the United States Court of Appeals for the Second Circuit from the January 23, 2019 dismissal of a separate action related to Citigroup Global Markets Inc.’s (CGMI) role as advisor to Tribune. Additional information concerning these actions is publicly available in court filings under the docket numbers 08-13141 (Bankr. D. Del.) (Carey, J.), 11 MD 02296 (S.D.N.Y.) (Cote, J.), 12 MC 2296 (S.D.N.Y.) (Cote, J.), 13-3992, 13-3875, 13-4196, 19-449 (2d Cir.) and 16-317 (U.S.).

Foreign Exchange Matters

Antitrust and Other Litigation: On March 1, 2019, in ALLIANZ GLOBAL INVESTORS, ET AL. v. BANK OF AMERICA CORPORATION, ET AL., plaintiffs filed an amended complaint. On April 1, 2019, Citigroup, Citibank, CGMI, and other defendants filed a motion to dismiss the amended complaint. Additional information concerning this action is publicly available in court filings under the docket number 18 Civ. 10364 (S.D.N.Y.) (Schofield, J.).

On April 25, 2019, the plaintiffs in ALLIANZ GLOBAL INVESTORS GMBH AND OTHERS v. BARCLAYS BANK PLC AND OTHERS served their claim on Citigroup and Citibank. Additional information concerning this action is publicly available in court filings under the docket number CL-2018-000840.

In January 2019, in NYPL v. JPMORGAN CHASE & CO., ET AL., plaintiffs renewed their previous motion for leave to amend their complaint, which defendants have opposed. Additional information concerning this action is

167

publicly available in court filings under the docket number 15 Civ. 9300 (S.D.N.Y.) (Schofield, J.).

Interbank Offered Rates-Related Litigation and Other

Matters

Antitrust and Other Litigation: On March 25, 2019, in IN RE LIBOR-BASED FINANCIAL INSTRUMENTS ANTITRUST LITIGATION, the court issued an opinion granting in part motions for leave to further amend complaints filed by certain plaintiffs asserting individual claims. Additional information concerning these actions is publicly available in court filings under the docket numbers 11 MD 2262 (S.D.N.Y.) (Buchwald, J.) and 17-1569 (2d Cir.).

On March 28, 2019, in SCS BANQUE DELUBAC & CIE v. CITIGROUP INC. ET AL., the Court of Appeal of Nîmes held that neither the Commercial Court of Aubenas nor the Commercial Court of Marseille has territorial jurisdiction over Banque Delubac’s claims. This case is in the Commercial Court of Marseille, RG no. 2018F02750, and was in the Court of Appeal of Nîmes, no. 18/04390.

On January 31 and on March 4, 2019, two additional putative class actions, which have been consolidated with PUTNAM BANK v. INTERCONTINENTAL EXCHANGE, INC., ET AL., were filed in the United States District Court for the Southern District of New York against ICE, Citigroup, Citibank, CGMI, and various other banks. Each of these complaints asserts claims under the Sherman Act and for unjust enrichment based on alleged suppression of the ICE LIBOR and seeks disgorgement and treble damages where authorized by statute. Additional information relating to this action is publicly available in court filings under the docket number 19 Civ. 00439 (S.D.N.Y.) (Daniels, J.).

Interest Rate Swaps Matters

Antitrust and Other Litigation: On February 20, 2019, the putative class plaintiffs in the action captioned IN RE: INTEREST RATE SWAPS ANTITRUST LITIGATION moved for class certification and appointment of class counsel. On March 13, 2019, the district court granted in part and denied in part the putative class plaintiffs’ motion for leave to file a fourth consolidated class action complaint. Additional information concerning this action is publicly available in court filings under the docket number 16-MD-2704 (S.D.N.Y.) (Engelmayer, J.).

Parmalat Litigation

On April 15, 2019, the Italian Supreme Court upheld the 2014 decision of an Italian court of appeal in Citigroup’s favor. Additional information concerning this action is publicly available in court filings under the docket number 27618/2014 or decision number 10540/2019.

Sovereign Securities Matters

Antitrust and Other Litigation: On February 7, 2019, a putative class action captioned STACHON v. BANK OF AMERICA, N.A., ET AL., was filed in the United States District Court for the Southern District of New York against Citigroup, Citibank, CGMI, and Citigroup Global Markets Limited (CGML) and other defendants, on behalf of indirect

purchasers of supranational, sub-sovereign and agency (SSA) bonds. Plaintiffs assert claims under New York antitrust laws based on the same conduct alleged in the previously filed SSA bond lawsuits and seek treble damages and injunctive relief. The action is currently stayed pending a decision on the motion to dismiss in the consolidated direct purchaser action captioned IN RE SSA BONDS ANTITRUST LITIGATION. Additional information relating to these actions is publicly available in court filings under the docket numbers 19 Civ. 01205 (S.D.N.Y.) (Swain, J.), and 16-cv-03711 (S.D.N.Y.) (Ramos, J.).

On January 24, 2019, in an action filed in the Canadian Federal Court related to the SSA bond market, plaintiffs delivered an amended statement of claim, in which they continue to assert claims for breach of the competition law and breach of foreign law, while also asserting additional claims of civil conspiracy, unjust enrichment, waiver of tort and breach of contract. Additional information relating to this action is publicly available in court filings under the docket number T-1871-17 (Fed. Ct.).

Between February 22 and April 11, 2019, 12 putative class actions, which have been consolidated under the caption IN RE GSE BONDS ANTITRUST LITIGATION, were filed in the United States District Court for the Southern District of New York against Citigroup, CGMI, and numerous other defendants, on behalf of purported classes of persons or entities that transacted in bonds issued by United States government-sponsored entities with one or more of the defendants. Plaintiffs assert claims under the Sherman Act and for unjust enrichment based on defendants’ alleged conspiracy to manipulate the market for such bonds, and seek treble damages and injunctive relief. Additional information relating to this action is publicly available in court filings under the docket number 19 Civ. 1704 (S.D.N.Y.) (Rakoff, J.).

Variable Rate Demand Obligation Litigation

In February and March 2019, certain financial institutions that served as remarketing agents for municipal bonds called variable rate demand obligations (VRDOs), including Citigroup, Citibank, CGMI, CGML and numerous other industry participants, were named as defendants in putative class actions filed by the City of Philadelphia and the City of Baltimore in the United States District Court for the Southern District of New York. Plaintiffs allege that defendants colluded to set artificially high VRDO interest rates. The complaints assert violations of the Sherman Act, as well as claims for breach of contract and unjust enrichment, and seek damages and injunctive relief. On April 5, 2019, the two suits were consolidated for pre-trial purposes. Additional information concerning these actions is publicly available in court filings under the docket numbers 19-CV-1608 (S.D.N.Y.) (Furman, J.) and 19-CV-2667 (S.D.N.Y.) (Furman, J.).

Settlement Payments

Payments required in settlement agreements described above have been made or are covered by existing litigation accruals.

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24. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

Citigroup amended its Registration Statement on Form S-3 on file with the SEC (File No. 33-192302) to add its wholly owned subsidiary, Citigroup Global Markets Holdings Inc. (CGMHI), as a co-registrant. Any securities issued by CGMHI under the Form S-3 will be fully and unconditionally guaranteed by Citigroup.

The following are the Condensed Consolidating Statements of Income and Comprehensive Income for the three months ended March 31, 2019 and 2018, Condensed Consolidating Balance Sheet as of March 31, 2019 and December 31, 2018 and Condensed Consolidating Statement of Cash Flows for the three months ended March 31, 2019 and 2018 for Citigroup Inc., the parent holding company (Citigroup parent company), CGMHI, other Citigroup subsidiaries and eliminations and total consolidating adjustments. “Other Citigroup subsidiaries and eliminations” includes all other subsidiaries of Citigroup, intercompany eliminations and income (loss) from discontinued operations. “Consolidating adjustments” includes Citigroup parent company elimination of distributed and undistributed income of subsidiaries and investment in subsidiaries.

These Condensed Consolidating Financial Statements have been prepared and presented in accordance with SEC Regulation S-X Rule 3-10, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.”

These Condensed Consolidating Financial Statements are presented for purposes of additional analysis, but should be considered in relation to the Consolidated Financial Statements of Citigroup taken as a whole.

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Condensed Consolidating Statements of Income and Comprehensive Income



	Three Months Ended March 31, 2019
In millions of dollars	Citigroup parent company			CGMHI			Other Citigroup subsidiaries and eliminations			Consolidating adjustments			Citigroup consolidated
Revenues
Dividends from subsidiaries	$	9,167		$	—		$	—		$	(9,167	)	$	—
Interest revenue	—			2,572			16,504			—			19,076
Interest revenue—intercompany	1,325			503			(1,828		)	—			—
Interest expense	1,271			1,824			4,222			—			7,317
Interest expense—intercompany	312			1,075			(1,387		)	—			—
Net interest revenue	$	(258	)	$	176		$	11,841		$	—		$	11,759
Commissions and fees	$	—		$	1,307		$	1,619		$	—		$	2,926
Commissions and fees—intercompany	(1		)	121			(120		)	—			—
Principal transactions	(825		)	(1,034		)	4,663			—			2,804
Principal transactions—intercompany	447			2,036			(2,483		)	—			—
Other income	319			99			669			—			1,087
Other income—intercompany	(34		)	42			(8		)	—			—
Total non-interest revenues	$	(94	)	$	2,571		$	4,340		$	—		$	6,817
Total revenues, net of interest expense	$	8,815		$	2,747		$	16,181		$	(9,167	)	$	18,576
Provisions for credit losses and for benefits and claims	$	—		$	—		$	1,980		$	—		$	1,980
Operating expenses
Compensation and benefits	$	33		$	1,284		$	4,341		$	—		$	5,658
Compensation and benefits—intercompany	26			—			(26		)	—			—
Other operating	5			553			4,368			—			4,926
Other operating—intercompany	5			582			(587		)	—			—
Total operating expenses	$	69		$	2,419		$	8,096		$	—		$	10,584
Equity in undistributed income of subsidiaries	$	(4,203	)	$	—		$	—		$	4,203		$	—
Income (loss) from continuing operations before income taxes	$	4,543		$	328		$	6,105		$	(4,964	)	$	6,012
Provision (benefit) for income taxes	(167		)	140			1,302			—			1,275
Income (loss) from continuing operations	$	4,710		$	188		$	4,803		$	(4,964	)	$	4,737
Loss from discontinued operations, net of taxes	—			—			(2		)	—			(2		)
Net income before attribution of noncontrolling interests	$	4,710		$	188		$	4,801		$	(4,964	)	$	4,735
Noncontrolling interests	—			—			25			—			25
Net income (loss)	$	4,710		$	188		$	4,776		$	(4,964	)	$	4,710
Comprehensive income
Add: Other comprehensive income (loss)	$	862		$	(289	)	$	999		$	(710	)	$	862
Total Citigroup comprehensive income (loss)	$	5,572		$	(101	)	$	5,775		$	(5,674	)	$	5,572
Add: Other comprehensive income attributable to noncontrolling interests	$	—		$	—		$	(13	)	$	—		$	(13	)
Add: Net income attributable to noncontrolling interests	—			—			25			—			25
Total comprehensive income (loss)	$	5,572		$	(101	)	$	5,787		$	(5,674	)	$	5,584

170

Condensed Consolidating Statements of Income and Comprehensive Income



	Three Months Ended March 31, 2018
In millions of dollars	Citigroup parent company				CGMHI			Other Citigroup subsidiaries and eliminations			Consolidating adjustments			Citigroup consolidated
Revenues
Dividends from subsidiaries	$	5,585			$	—		$	—		$	(5,585	)	$	—
Interest revenue	52				1,656			14,624			—			16,332
Interest revenue—intercompany	1,130				383			(1,513		)	—			—
Interest expense	1,238				1,013			2,909			—			5,160
Interest expense—intercompany	259				772			(1,031		)	—			—
Net interest revenue	$	(315	)		$	254		$	11,233		$	—		$	11,172
Commissions and fees	$	—			$	1,252		$	1,778		$	—		$	3,030
Commissions and fees—intercompany	—				—			—			—			—
Principal transactions	1,031				921			1,290			—			3,242
Principal transactions—intercompany	(386		)		192			194			—			—
Other income	(928		)		153			2,203			—			1,428
Other income—intercompany	55				55			(110		)	—			—
Total non-interest revenues	$	(228	)		$	2,573		$	5,355		$	—		$	7,700
Total revenues, net of interest expense	$	5,042			$	2,827		$	16,588		$	(5,585	)	$	18,872
Provisions for credit losses and for benefits and claims	$	—			$	—		$	1,857		$	—		$	1,857
Operating expenses
Compensation and benefits	$	134			$	1,265		$	4,408		$	—		$	5,807
Compensation and benefits—intercompany	34				—			(34		)	—			—
Other operating	43				550			4,525			—			5,118
Other operating—intercompany	12				582			(594		)	—			—
Total operating expenses	$	223			$	2,397		$	8,305		$	—		$	10,925
Equity in undistributed income of subsidiaries	$	(446	)		$	—		$	—		$	446		$	—
Income (loss) from continuing operations before income taxes	$	4,373			$	430		$	6,426		$	(5,139	)	$	6,090
Provision (benefit) for income taxes	(247		)	—	65			1,623			—			1,441
Income (loss) from continuing operations	$	4,620			$	365		$	4,803		$	(5,139	)	$	4,649
Loss from discontinued operations, net of taxes	—				—			(7		)	—			(7		)
Net income (loss) before attribution of noncontrolling interests	$	4,620			$	365		$	4,796		$	(5,139	)	$	4,642
Noncontrolling interests	—				—			22			—			22
Net income (loss)	$	4,620			$	365		$	4,774		$	(5,139	)	$	4,620
Comprehensive income
Add: Other comprehensive income (loss)	$	52			$	82		$	(3,156	)	$	3,074		$	52
Total Citigroup comprehensive income (loss)	$	4,672			$	447		$	1,618		$	(2,065	)	$	4,672
Add: Other comprehensive income attributable to noncontrolling interests	$	—			$	—	—	$	14		$	—		$	14
Add: Net income attributable to noncontrolling interests	—				—		—	22			—			22
Total comprehensive income (loss)	$	4,672			$	447		$	1,654		$	(2,065	)	$	4,708

171

Condensed Consolidating Balance Sheet



	March 31, 2019
In millions of dollars	Citigroup parent company		CGMHI		Other Citigroup subsidiaries and eliminations			Consolidating adjustments			Citigroup consolidated
Assets
Cash and due from banks	$	1	$	963	$	23,484		$	—		$	24,448
Cash and due from banks—intercompany	11		3,953		(3,964		)	—			—
Deposits with banks	—		5,287		176,158			—			181,445
Deposits with banks—intercompany	3,000		6,235		(9,235		)	—			—
Federal funds sold and resale agreements	—		210,012		54,483			—			264,495
Federal funds sold and resale agreements—intercompany	—		16,034		(16,034		)	—			—
Trading account assets	296		163,582		122,633			—			286,511
Trading account assets—intercompany	825		1,770		(2,595		)	—			—
Investments	5		241		349,035			—			349,281
Loans, net of unearned income	—		1,731		680,615			—			682,346
Loans, net of unearned income—intercompany	—		—		—			—			—
Allowance for loan losses	—		—		(12,329		)	—			(12,329		)
Total loans, net	$	—	$	1,731	$	668,286		$	—		$	670,017
Advances to subsidiaries	$	142,884	$	—	$	(142,884	)	$	—		$	—
Investments in subsidiaries	201,016		—		—			(201,016		)	—
Other assets⁽¹⁾	11,957		63,919		106,340			—			182,216
Other assets—intercompany	3,734		50,591		(54,325		)	—			—
Total assets	$	363,729	$	524,318	$	1,271,382		$	(201,016	)	$	1,958,413
Liabilities and equity
Deposits	$	—	$	—	$	1,030,355		$	—		$	1,030,355
Deposits—intercompany	—		—		—			—			—
Federal funds purchased and securities loaned and sold	—		163,595		26,777			—			190,372
Federal funds purchased and securities loaned and sold—intercompany	—		28,561		(28,561		)	—			—
Trading account liabilities	14		94,159		42,219			—			136,392
Trading account liabilities—intercompany	1,863		1,919		(3,782		)	—			—
Short-term borrowings	234		6,485		32,603			—			39,322
Short-term borrowings—intercompany	—		20,468		(20,468		)	—			—
Long-term debt	149,830		30,542		63,194			—			243,566
Long-term debt—intercompany	—		73,094		(73,094		)	—			—
Advances from subsidiaries	11,634		—		(11,634		)	—			—
Other liabilities	3,308		62,484		55,599			—			121,391
Other liabilities—intercompany	594		10,443		(11,037		)	—			—
Stockholders’ equity	196,252		32,568		169,211			(201,016		)	197,015
Total liabilities and equity	$	363,729	$	524,318	$	1,271,382		$	(201,016	)	$	1,958,413


(1)	Other assets for Citigroup parent company at March 31, 2019 included $47.4 billion of placements to Citibank and its branches, of which $35.8 billion had a remaining term of less than 30 days.

172

Condensed Consolidating Balance Sheet



	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.

173

Condensed Consolidating Statement of Cash Flows



	Three Months Ended March 31, 2019
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	$	10,950		$	(30,786	)	$	(17,780	)	$	—	$	(37,616	)
Cash flows from investing activities of continuing operations
Purchases of investments	$	—		$	—		$	(69,673	)	$	—	$	(69,673	)
Proceeds from sales of investments	—			—			31,436			—		31,436
Proceeds from maturities of investments	—			—			47,363			—		47,363
Change in loans	—			—			(892		)	—		(892		)
Proceeds from sales and securitizations of loans	—			—			2,062			—		2,062
Change in federal funds sold and resales	—			6,748			(559		)	—		6,189
Changes in investments and advances—intercompany	(106		)	(6,636		)	6,742			—		—
Other investing activities	—			(17		)	(425		)	—		(442		)
Net cash provided by (used in) investing activities of continuing operations	$	(106	)	$	95		$	16,054		$	—	$	16,043
Cash flows from financing activities of continuing operations
Dividends paid	$	(1,320	)	$	—		$	—		$	—	$	(1,320	)
Redemption of preferred stock	(480		)	—			—			—		(480		)
Treasury stock acquired	(4,055		)	—			—			—		(4,055		)
Proceeds (repayments) from issuance of long-term debt, net	5,199			5,576			(1,791		)	—		8,984
Proceeds (repayments) from issuance of long-term debt—intercompany, net	—			(1,295		)	1,295			—		—
Change in deposits	—			—			17,186			—		17,186
Change in federal funds purchased and repos	—			15,217			(2,613		)	—		12,604
Change in short-term borrowings	—			2,829			4,147			—		6,976
Net change in short-term borrowings and other advances—intercompany	(9,838		)	9,125			713			—		—
Other financing activities	(358		)	—			—			—		(358		)
Net cash provided by (used in) financing activities of continuing operations	$	(10,852	)	$	31,452		$	18,937		$	—	$	39,537
Effect of exchange rate changes on cash and due from banks	$	—		$	—		$	(176	)	$	—	$	(176	)
Change in cash and due from banks and deposits with banks	$	(8	)	$	761		$	17,035		$	—	$	17,788
Cash and due from banks and deposits with banks at beginning of period	3,020			15,677			169,408			—		188,105
Cash and due from banks and deposits with banks at end of period	$	3,012		$	16,438		$	186,443		$	—	$	205,893
Cash and due from banks	$	12		$	4,916		$	19,520		$	—	$	24,448
Deposits with banks	3,000			11,522			166,923			—		181,445
Cash and due from banks and deposits with banks at end of period	$	3,012		$	16,438		$	186,443		$	—	$	205,893
Supplemental disclosure of cash flow information for continuing operations
Cash paid during the year for income taxes	$	306		$	57		$	962		$	—	$	1,325
Cash paid during the year for interest	956			2,694			3,281			—		6,931
Non-cash investing activities
Transfers to loans HFS from loans	$	—		$	—		$	2,000		$	—	$	2,000
Transfers to OREO and other repossessed assets	—			—			36			—		36

174

Condensed Consolidating Statement of Cash Flows



	Three Months Ended March 31, 2018
In millions of dollars	Citigroup parent company			CGMHI			Other Citigroup subsidiaries and eliminations			Consolidating adjustments		Citigroup consolidated
Net cash provided by (used in) operating activities of continuing operations	$	5,268		$	7,046		$	(5,358	)	$	—	$	6,956
Cash flows from investing activities of continuing operations
Purchases of investments	$	(7,955	)	$	—		$	(33,075	)	$	—	$	(41,030	)
Proceeds from sales of investments	—			—			20,688			—		20,688
Proceeds from maturities of investments	—			—			21,509			—		21,509
Change in loans	—			—			(8,717		)	—		(8,717		)
Proceeds from sales and securitizations of loans	—			—			1,654			—		1,654
Proceeds from significant disposals	—			—			—			—		—
Change in federal funds sold and resales	—			(22,167		)	(3,242		)	—		(25,409		)
Changes in investments and advances—intercompany	(1,463		)	(3,603		)	5,066			—		—
Other investing activities	(729		)	(9		)	(81		)	—		(819		)
Net cash provided by (used in) investing activities of continuing operations	$	(10,147	)	$	(25,779	)	$	3,802		$	—	$	(32,124	)
Cash flows from financing activities of continuing operations
Dividends paid	$	(1,095	)	$	—		$	—		$	—	$	(1,095	)
Redemption of preferred stock	(97		)	—			—			—		(97		)
Treasury stock acquired	(2,378		)	—			—			—		(2,378		)
Proceeds from issuance of long-term debt, net	699			2,004			184			—		2,887
Proceeds (repayments) from issuance of long-term debt—intercompany, net	—			(412		)	412			—		—
Change in deposits	—			—			41,397			—		41,397
Change in federal funds purchased and repos	—			11,359			4,123			—		15,482
Change in short-term borrowings	—			(409		)	(7,949		)	—		(8,358		)
Net change in short-term borrowings and other advances—intercompany	14			8,226			(8,240		)	—		—
Capital contributions from parent	—			(585		)	585			—		—
Other financing activities	(261		)	—			(214		)	—		(475		)
Net cash provided by (used in) financing activities of continuing operations	$	(3,118	)	$	20,183		$	30,298		$	—	$	47,363
Effect of exchange rate changes on cash and due from banks	$	—		$	—		$	(7	)	$	—	$	(7	)
Change in cash and due from banks and deposits with banks	$	(7,997	)	$	1,450		$	28,735		$	—	$	22,188
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	$	3,016		$	14,145		$	185,543		$	—	$	202,704
Cash and due from banks	$	16		$	5,648		$	16,186		$	—	$	21,850
Deposits with banks	3,000			8,497			169,357			—		180,854
Cash and due from banks and deposits with banks at end of period	$	3,016		$	14,145		$	185,543		$	—	$	202,704
Supplemental disclosure of cash flow information for continuing operations
Cash paid (received) during the year for income taxes	$	(266	)	$	29		$	975		$	—	$	738
Cash paid during the year for interest	883			1,627			2,076			—		4,586
Non-cash investing activities
Transfers to loans HFS from loans	$	—		$	—		$	900		$	—	$	900
Transfers to OREO and other repossessed assets	—			—			26			—		26

175

UNREGISTERED SALES OF EQUITY SECURITIES, PURCHASES OF EQUITY SECURITIES AND DIVIDENDS

Unregistered Sales of Equity Securities

None.

Equity Security Repurchases

The following table summarizes Citi’s common stock repurchases:



In millions, except per share amounts	Total shares purchased	Average price paid per share		Approximate dollar value of shares that may yet be purchased under the plan or programs
January 2019
Open market repurchases⁽¹⁾	24.1	$	59.35	$	6,201
Employee transactions⁽²⁾	—	—		N/A
February 2019
Open market repurchases⁽¹⁾	21.1	63.60		4,857
Employee transactions⁽²⁾	—	—		N/A
March 2019
Open market repurchases⁽¹⁾	20.4	62.98		3,575
Employee transactions⁽²⁾	—	—		N/A
Total for 1Q19 and remaining program balance as of March 31, 2019	65.6	$	61.85	$	3,575

(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 share awards where shares are withheld to satisfy tax requirements.

N/A Not applicable

Dividends

In addition to Board of Directors’ approval, Citi’s ability to pay common stock dividends substantially depends on regulatory approval, including an annual regulatory review of the results of the CCAR process required by the Federal Reserve Board and the supervisory stress tests required under the Dodd-Frank Act. For additional information regarding Citi’s capital planning and stress testing, see “Capital Resources—Stress Testing Component of Capital Planning” and “Capital Resources—Regulatory Capital Standards Developments” and “Risk Factors—Strategic Risks” in Citi’s 2018 Annual Report on Form 10-K.

For information on the ability of Citigroup’s subsidiary depository institutions to pay dividends, see Note 18 to the

Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.

176

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 30th day of April, 2019.

CITIGROUP INC.

(Registrant)

By /s/ Mark A. L. Mason

Mark A. L. Mason

Chief Financial Officer

(Principal Financial Officer)

By /s/ Raja J. Akram

Raja J. Akram

Controller and Chief Accounting Officer

(Principal Accounting Officer)

177

EXHIBIT INDEX



Exhibit
Number		Description of Exhibit
3.01+		Restated Certificate of Incorporation of the Company, as in effect on the date hereof.

10.01+*		Form of Citigroup Inc. Performance Share Unit Award Agreement (for awards granted on February 14, 2019 and in future years).

10.02+*		Form of Citigroup Inc. CAP/DCAP Award Agreement (for awards granted on February 14, 2019 and in future years).

31.01+		Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02+		Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01+		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.01+		Financial statements from the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2019, filed on April 30, 2019, formatted in XBRL: (i) the Consolidated Statement of Income, (ii) the Consolidated Balance Sheet, (iii) the Consolidated Statement of Changes in Equity, (iv) the Consolidated Statement of Cash Flows and (v) the Notes to Consolidated Financial Statements.

The total amount of securities authorized pursuant to any instrument defining rights of holders of long-term debt of the Company does not exceed 10% of the total assets of the Company and its consolidated subsidiaries. The Company will furnish copies of any such instrument to the SEC upon request.

* Denotes a management contract or compensatory plan or arrangement.

+ Filed herewith.

178

Exhibit 3.01

RESTATED

CERTIFICATE OF INCORPORATION

CITIGROUP INC.

Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

The name of the corporation is Citigroup Inc. (hereinafter the “Corporation”) and the date of filing of its original Certificate of Incorporation with the Delaware Secretary of State is March 8, 1988. The name under which the Corporation filed its Certificate of Incorporation is Commercial Credit Group, Inc. A Restated Certificate of Incorporation, which restated and integrated, but did not further amend, the Certificate of Incorporation as amended or supplemented theretofore, was filed with the Delaware Secretary of State on December 11, 1998.

The text of the Restated Certificate of Incorporation as amended or supplemented heretofore is hereby restated and integrated, but not amended, to read as herein set forth in full and there is no discrepancy between the provisions of the Restated Certificate of Incorporation as so amended or supplemented and the provisions of this Restated Certificate of Incorporation. Following the effective time of this Restated Certificate of Incorporation, all references hereinafter to “Certificate of Incorporation” shall refer to this Restated Certificate of Incorporation.


FIRST:	The name of the Corporation is:

Citigroup Inc.


SECOND:	The registered office of the Corporation is to be located at the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, in the county of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.


THIRD:	The purpose of the Corporation is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: A.

The total number of shares of all classes of stock which the Corporation shall have authority to issue is Sixty Billion Thirty Million (60,030,000,000). The total number of shares of Common Stock which the Corporation shall have authority to issue is Sixty Billion (60,000,000,000) shares of Common Stock having a par value of one cent ($.01) per share. The total number of shares of Preferred Stock which the Corporation shall have the authority to issue is Thirty Million (30,000,000) shares having a par value of one dollar ($1.00) per share.

B. The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article FOURTH, to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:


(i)	The number of shares constituting that series and the distinctive designation of that series;


(ii)	The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;


(iii)	Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;


(iv)	Whether that series shall have conversion or exchange privileges, and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board of Directors shall determine;

(v)

Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the manner of selecting shares for redemption if less than all shares are to be redeemed, the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;


(vi)	Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

(vii)

The right of the shares of that series to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional stock (including additional shares of such series or any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of any outstanding stock of the Corporation;

(viii)The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and


(ix)	Any other relative, participating, optional or other special rights, qualifications, limitations or restrictions of that series.

C. Dividends on outstanding shares of Preferred Stock shall be paid, or declared and set apart for payment, before any dividends shall be paid or declared and set apart for payment on outstanding shares of Common Stock. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the assets available for distribution to holders of shares of Preferred Stock of all series shall be insufficient to pay such holders the full preferential amount to which they are entitled, then such assets shall be distributed ratably among the shares of all series of Preferred Stock in accordance with the respective preferential amounts (including unpaid cumulative dividends, if any) payable with respect thereto.

D. Shares of any series of Preferred Stock which have been redeemed (whether through the operation of a sinking fund or otherwise) or which, if convertible or exchangeable, have been converted into or exchanged for shares of stock of any other class or classes shall have the status of authorized and unissued shares of Preferred Stock of the same series and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors or as part of any other series of Preferred Stock, all subject to the conditions and the restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of Preferred Stock.

E. Subject to the provisions of any applicable law or except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall exclusively possess voting power for the election of directors and for all other purposes; each holder of record of shares of Common Stock being entitled to one vote for each share of Common Stock standing in his name on the books of the Corporation; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate relating to shares of Preferred Stock contemplated or authorized by Section B or Section J of this Article FOURTH) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Restated Certificate of Incorporation (including any certificate relating to shares of Preferred Stock contemplated or authorized by Section B or Section J of this Article FOURTH).

F. Except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, after payment shall have been made to the holders of Preferred Stock of the full amount of dividends to which they shall be entitled pursuant to the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to receive such dividends as from time to time may be declared by the Board of Directors.

G. Except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment shall have been made to the holders of Preferred Stock of the full amount to which they shall be entitled pursuant to the resolution or resolutions providing for the issue of any series of Preferred Stock, the

holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to share ratably according to the number of shares of Common Stock held by them, in all remaining assets of the Corporation available for distribution.

H. The issuance of any shares of Common Stock or Preferred Stock authorized hereunder and any other actions permitted to be taken by the Board of Directors pursuant to this Article FOURTH must be authorized by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the entire Board of Directors or by a committee of the Board of Directors constituted by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the entire Board of Directors.

I. Notwithstanding any other provision of this Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares entitled to vote thereon shall be required to amend, alter, change or repeal, or adopt any provision as part of this Certificate of Incorporation inconsistent with the purpose and intent of, Section B through I of this Article FOURTH.

J. Pursuant to the authority conferred by this Article FOURTH, the following series of Preferred Stock are hereby provided for, with the number of shares to be included in each such series, and the designation, powers, preference and rights, and qualifications, limitations or restrictions thereof fixed as stated and expressed with respect to each such series in the respective exhibit attached hereto as specified below and incorporated herein by reference:



	Exhibit I		8.125% Non-Cumulative Preferred Stock, Series AA
	Exhibit II		8.40% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series E
	Exhibit III		8.50% Non-Cumulative Preferred Stock, Series F
	Exhibit IV		Series R Participating Cumulative Preferred Stock
	Exhibit V		6.5% Non-Cumulative Convertible Preferred Stock, Series T


FIFTH:	The Directors need not be elected by written ballot unless and to the extent the By-Laws so require.


SIXTH:	The books and records of the Corporation may be kept (subject to any mandatory requirement of law) outside the State of Delaware at such place or places as may be determined from time to time by or pursuant to authority granted by the Board of Directors or by the By-Laws.

SEVENTH:

The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. At each annual meeting, each director shall be elected for a one-year term. A director shall hold office until the annual meeting held the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, even if less than a quorum, or a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Restated Certificate of Incorporation applicable thereto.

EIGHTH: A.

In addition to any affirmative vote required by law or this Certificate of Incorporation or the By-Laws of the Corporation, and except as otherwise expressly provided in Section B of this Article EIGHTH, a Business Combination (as hereinafter defined) shall require the affirmative vote of not less than a majority of the votes cast affirmatively and negatively by the holders of Voting Stock (as hereinafter defined), voting together as a single class. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage or separate class vote may be specified, by law or in any agreement with any national securities exchange or otherwise.

The provisions of Section A of this Article EIGHTH shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote, if any, as is required by law or by any other provision of this Certificate of Incorporation or the By-Laws of the Corporation or otherwise, if all of the conditions specified in either of the following Paragraphs 1 or 2 are met; provided, however, that in the case of a Business Combination that does not involve the payment of consideration to the holders of the Corporation’s outstanding

Capital Stock (as hereinafter defined), then the provisions of Section A of this Article EIGHTH must be satisfied unless the conditions specified in the following Paragraph 1 are met:

The Business Combination shall have been approved (and such approval not subsequently rescinded) by a majority of the Continuing Directors (as hereinafter defined), either specifically or as a transaction which is within an approved category of transactions with an Interested Stockholder. Such approval may be given prior to or subsequent to the acquisition of, or announcement or public disclosure of the intention to acquire, beneficial ownership of the Voting Stock that caused the Interested Stockholder to become an Interested Stockholder, provided, however, that approval shall be effective for the purposes of this Paragraph 1 only if obtained at a meeting at which a Continuing Director Quorum (as hereinafter defined) was present; and provided further, that such approval may be rescinded by a majority of the Continuing Directors at any meeting at which a Continuing Director Quorum is present and which is held prior to consummation of the proposed Business Combination.


2.	All of the following conditions, if applicable, shall have been met:

The aggregate amount of cash and the Fair Market Value (as hereinafter defined), as of the date of the consummation of the Business Combination (the “Consummation Date”), of consideration other than cash to be received per share by holders of shares of any class or series of outstanding Capital Stock in such Business Combination shall be at least equal to the amount determined, as applicable, under Paragraph 2(a) or 2(b) below:

(a)

if the Fair Market Value per share of such class or series of Capital Stock on the date of the first public announcement of the proposed Business Combination (the “Announcement Date”) is less than the Fair Market Value per share of such class or series of Capital Stock on the date on which the Interested Stockholder became an Interested Stockholder (the “Determination Date”), an amount (the “Premium Capital Stock Price”) equal to the sum of (i) the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date plus (ii) the product of the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date multiplied by the highest percentage premium over the closing sale price per share of such class or series of Capital Stock paid on any day by or on behalf of the Interested Stockholder for any share of such class or series of Capital Stock in connection with the acquisition by the Interested Stockholder of beneficial ownership of shares of such class or series of Capital Stock within the two-year period immediately prior to the Announcement Date or in the transaction in which it became an Interested Stockholder; provided, however, that if the Premium Capital Stock Price as determined above is greater than the highest per share price paid by or on behalf of the Interested Stockholder for any share of such class or series of Capital Stock in connection with the acquisition by the Interested Stockholder of beneficial ownership of shares of such class or series of Capital Stock within the two-year period immediately prior to the Announcement Date, the amount required under this Paragraph 2(a) shall be the higher of (A) such highest price paid by or on behalf of the Interested Stockholder, and (B) the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date (the Fair Market Value and other prices per share of such class or series of Capital Stock referred to in this Paragraph 2(a) shall be in each case appropriately adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to such class or series of Capital Stock); or

(b)

if the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date is greater than or equal to the Fair Market Value per share of such class or series of Capital Stock on the Determination Date, in each case as appropriately adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to such class or series of Capital Stock, a price per share equal to the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date.

The provisions of this Paragraph 2 shall be required to be met with respect to every class or series of outstanding Capital Stock which is the subject of the Business Combination whether or not the Interested Stockholder has previously acquired beneficial ownership of any shares of a particular class or series of Capital Stock.


(c)	After the Determination Date and prior to the Consummation Date of such Business Combination:

(i) except as approved by a majority of the Continuing Directors at a meeting at which a Continuing Director Quorum is present, there shall have been no failure to declare and pay at the regular date

therefor any full quarterly dividends (whether or not cumulative) payable in accordance with the terms of any outstanding Capital Stock; (ii) there shall have been an increase in the annual rate of dividends paid on the Common Stock as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction that has the effect of reducing the number of outstanding shares of Common Stock, unless the failure so to increase such annual rate is approved by a majority of the Continuing Directors at a meeting at which a Continuing Director Quorum is present; and (iii) such Interested Stockholder shall not have become the beneficial owner of any additional shares of Capital Stock except as part of the transaction that results in such Interested Stockholders becoming an Interested Stockholder and except in a transaction that, after giving effect thereto, would not result in any increase in the Interested Stockholder’s percentage beneficial ownership of any class or series of Capital Stock.

(d)

After the Determination Date, such Interested Stockholder shall not have received the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise.

(e)

A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Act”) (or any subsequent provisions replacing such Act, rules or regulations), shall be mailed to all stockholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions). The proxy or information statement shall contain on the first page thereof, in a prominent place, any statement as to the advisability (or inadvisability) of the Business Combination that the Continuing Directors, or any of them, may choose to make and, if deemed advisable by a majority of the Continuing Directors, the opinion of an investment banking firm selected by a majority of the Continuing Directors as to the fairness (or not) of the terms of the Business Combination from a financial point of view to the holders of the outstanding shares of Capital Stock other than the Interested Stockholder and its Affiliates or Associates (as hereinafter defined), such investment banking firm to be paid a reasonable fee for its services by the Corporation.


(f)	Such Interested Stockholder shall not have made any major change in the Corporation’s business or equity capital structure without the approval of at least a majority of the Continuing Directors.

C. The following definitions shall apply with respect to this Article EIGHTH:

1. The term “Business Combination” shall mean:

(a)

any merger or consolidation of the Corporation or any Major Subsidiary (as hereinafter defined) with, or any sale, lease, exchange, transfer or other disposition of substantially all the assets or outstanding shares of capital stock of the Corporation or any Major Subsidiary with or for the benefit of, (i) any Interested Stockholder or (ii) any other company (whether or not itself an Interested Stockholder) which is or after such merger, consolidation or sale, lease, exchange, transfer or other disposition would be an Affiliate or Associate of an Interested Stockholder; or

(b)

any sale, lease, exchange, mortgage, pledge, transfer or other disposition or security arrangement, investment, loan, advance, guarantee, agreement to purchase, agreement to pay, extension of credit, joint venture participation or other arrangement (in one transaction or a series of transactions) with or for the benefit of any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder involving any assets, securities or commitments of the Corporation, any Major Subsidiary or any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder having an aggregate Fair Market Value and/or involving aggregate commitments of Twenty-Five Million dollars ($25,000,000) or more; or

(c)

any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries (as hereinafter defined) or any other transaction (whether or not with or otherwise involving an Interested Stockholder) that has the effect, directly or indirectly, of increasing the proportionate share of any class or series of Capital Stock, or any securities convertible into Capital Stock or into equity securities of

any Subsidiary, that is beneficially owned by any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or


(d)	any agreement, contract or other arrangement providing for any one or more of the actions specified in the foregoing clauses (a) to (d);

provided, however, that no such aforementioned transaction shall be deemed to be a Business Combination subject to this Article EIGHTH if the Announcement Date of such transaction occurs more than eighteen months after the Determination Date with respect to such Interested Stockholder.


2.	The term “Capital Stock” shall mean all capital stock of the Corporation authorized to be issued from time to time under Article FOURTH of this Certificate of Incorporation, including, without limitation, the Common Stock, and the term “Voting Stock” shall mean all Capital Stock which by its terms may be voted on all matters submitted to stockholders of the Corporation generally.


3.	The term “person” shall mean any individual, firm, company or other entity and shall include any group comprised of any person and any other person with whom such person or any Affiliate or Associate of such person has any agreement, arrangement or understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of Capital Stock.

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.

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.

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.

The term “Subsidiary” means any company of which a majority of any class of equity security is beneficially owned by the Corporation; provided, however, that for the purposes of the definition of Interested Stockholder set forth in Paragraph 4 of this Section C, the term “Subsidiary” shall mean only a company of which a majority of each class of equity security is beneficially owned by the Corporation.


8.	The term “Major Subsidiary” means a Subsidiary having assets of twenty-five million dollars ($25,000,000) or more as reflected in the most recent fiscal year-end audited, or if unavailable, unaudited, consolidated balance sheet, prepared in accordance with applicable state insurance law with respect to

Subsidiaries engaged in an insurance business, and in accordance with generally accepted accounting principles with respect to Subsidiaries engaged in a business other than an insurance business.

The term “Continuing Director” means any member of the Board of Directors of the Corporation, while such person is a member of the Board of Directors, who is not an Affiliate or Associate or representative of the Interested Stockholder and who was a member of the Board of Directors prior to the time that the Interested Stockholder became an Interested Stockholder, and any successor of a Continuing Director while such successor is a member of the Board of Directors, who is not an Affiliate or Associate or representative of the Interested Stockholder and who is recommended or elected to succeed the Continuing Director by a majority of the Continuing Directors; provided, however, that the term “Continuing Director” shall not include any officer of the Corporation or of any Affiliate or Associate of the Corporation.

10.

The term “Fair Market Value” means (a) in the case of cash, the amount of such cash; (b) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Act on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any similar system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by a majority of the Continuing Directors in good faith; and (c) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined in good faith by a majority of the Continuing Directors.


11.	The term “Continuing Director Quorum” means at least two (2) Continuing Directors capable of exercising the power conferred upon them under the provisions of the Certificate of Incorporation and By-Laws of the Corporation.


12.	In the event of any Business Combination in which the Corporation survives, the phrase “consideration other than cash to be received” as used in Paragraph 2 of Section B of this Article EIGHTH shall include the shares of Common Stock and/or the shares of any other class or series of Capital Stock retained by the holders of such shares.

D. A majority of the Continuing Directors at a meeting at which a Continuing Director Quorum is present shall have the power and duty to determine the purposes of this Article EIGHTH, on the basis of information known to them after reasonable inquiry, and to determine all questions arising under this Article EIGHTH, including, without limitation, (a) whether a person is an Interested Stockholder, (b) the number of shares of Capital Stock or other securities beneficially owned by any person, (c) whether a person is an Affiliate or Associate of another, (d) whether the assets that are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of twenty-five million dollars ($25,000,000) or more as provided in Paragraph 1(b) of Section C of this Article EIGHTH and (e) whether a Subsidiary is a Major Subsidiary. Any such determination made in good faith shall be binding and conclusive on all parties. In the event a Continuing Director Quorum cannot be attained at such meeting, all such determinations shall be made by the Delaware Court of Chancery.

E. Nothing contained in this Article EIGHTH shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

F. The fact that any Business Combination complies with the provisions of Section B of this Article EIGHTH shall not be construed to impose any fiduciary duty, obligation or responsibility on the Board of Directors, or any member thereof, to approve such Business Combination or recommend its adoption or approval to the stockholders of the Corporation, nor shall such compliance limit, prohibit or otherwise restrict in any manner the Board of Directors, or any member thereof, with respect to evaluations of or actions and responses taken with respect to such Business Combination.

G. Notwithstanding any other provisions of this Certificate of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation), the affirmative vote of the holders of not less than a majority of the voting power of the outstanding shares entitled to vote thereon, voting together as a single class, shall be

required to amend, alter, change or repeal, or adopt any provision as part of this Certificate of Incorporation inconsistent with the purpose and intent of this Article EIGHTH.

NINTH:

In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board of Directors shall have the power to adopt, amend, alter or repeal the Corporation’s By-Laws. The affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the entire Board of Directors shall be required to adopt, amend, alter or repeal the Corporation’s By-Laws. Notwithstanding any other provisions of this Certificate of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation), the affirmative vote of the holders of not less than a majority of the voting power of the outstanding shares entitled to vote thereon shall be required to adopt, amend, alter or repeal, or adopt any provision as part of this Certificate of Incorporation inconsistent with the purpose and intent of, this Article NINTH.

TENTH:

No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.


ELEVENTH:	Except as provided in Articles FOURTH, SEVENTH, EIGHTH and NINTH of this Certificate of Incorporation, the Corporation reserves the right to amend and repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware, and all rights of stockholders shall be subject to this reservation.

This Restated Certificate of Incorporation was duly adopted by the Board of Directors in accordance with Section 245 of the General Corporation Law of the State of Delaware.

This Restated Certificate of Incorporation shall be effective upon filing.

IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be signed by its duly authorized officer, this 30th day of October, 2009.



	CITIGROUP INC.

	/s/ Michael S. Helfer
	Name:	Michael S. Helfer
		Corporate Secretary

Exhibit I

8.125% Non-Cumulative Preferred Stock, Series AA

Section 1. Designation.

The designation of the series of preferred stock shall be “8.125% Non-Cumulative Preferred Stock, Series AA” (the “Series AA Preferred Stock”). Each share of Series AA Preferred Stock shall be identical in all respects to every other share of Series AA Preferred Stock. Series AA Preferred Stock will rank equally with Parity Stock, if any, will rank senior to Junior Stock and will rank junior to Senior Stock, if any, with respect to the payment of dividends and/or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

Section 2. Number of Shares.

The number of authorized shares of Series AA Preferred Stock shall be 149,500. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series AA Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series AA Preferred Stock.

Section 3. Definitions. As used herein with respect to Series AA Preferred Stock:

“Agent Members” has the meaning set forth in Section 15(c).

“Board of Directors” has the meaning set forth in the recitals above.

“Business Day” means any weekday that is not a legal holiday in New York, New York and is not a day on which banking institutions in New York, New York are authorized or required by law or regulation to be closed.

“Common Stock” means the common stock of the Company, par value $0.01 per share, or any other shares of the capital stock of the Company into which such shares of common stock shall be reclassified or changed.

“Depositary” means DTC or its nominee or any successor depositary appointed by the Company.

“Dividend Payment Date” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Period” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Record Date” shall have the meaning set forth in Section 4(a) hereof.

“DTC” means The Depository Trust Company.

“Global Series AA Preferred Stock” has the meaning set forth in Section 15(a).

“Holder” means the Person in whose name the shares of the Series AA Preferred Stock are registered, which may be treated by the Company, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series AA Preferred Stock for the purpose of making payment and for all other purposes.

“Junior Stock” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Series AA Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“Nonpayment” shall have the meaning set forth in Section 7(b)(i) hereof.

“Officer” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer and Head of Corporate Finance, any Assistant Treasurer, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.

“Parity Stock” means any class or series of stock of the Company hereafter authorized that ranks equally with the Series AA Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Company.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

“Preferred Stock Director” shall have the meaning set forth in Section 7(b)(i) hereof.

“Registrar” means the Transfer Agent acting in its capacity as registrar for the Series AA Preferred Stock, and its successors and assigns.

“Senior Stock” means any class or series of stock of the Company now existing or hereafter authorized which has preference or priority over the Series AA Preferred Stock as to the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“Series AA Preferred Stock” shall have the meaning set forth in Section 1 hereof.

“Transfer Agent” means The Bank of New York Mellon acting as Transfer Agent, Registrar and paying agent for the Series AA Preferred Stock, and its successors and assigns.

“Trust” shall have the meaning set forth in Section 6(d).

Section 4. Dividends.

(a)

Rate. Holders shall be entitled to receive, if, as and when declared by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $25,000 per share of Series AA Preferred Stock, and no more, payable quarterly in arrears on each February 15, May 15, August 15 and November 15; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, unless that day falls in the next calendar year, in which case payment of such dividend will occur on the immediately preceding Business Day (in either case, without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Series AA Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Series AA Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to 8.125%. The record date for payment of dividends on the Series AA Preferred Stock will be the fifteenth day of the calendar month immediately preceding the month during which the Dividend Payment Date falls or such other record date fixed by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable will be computed on the basis of a 360-day year of twelve 30-day months.

(b)

Non-Cumulative Dividends. If the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof does not declare a dividend on the Series AA Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series AA Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent Dividend Period with respect to Series AA Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Company. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c)

Priority of Dividends. So long as any share of Series AA Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series AA Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:


(i)	purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;


(ii)	purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current dividend period, including under a contractually binding stock repurchase plan;


(iii)	as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;


(iv)	the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;


(v)	the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or


(vi)	the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The foregoing restriction, however, will not apply to any Junior Stock dividends paid by the Company where the dividend stock is the same stock as that on which the dividend is being paid.

Except as provided below, for so long as any share of Series AA Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series AA Preferred Stock and any Parity Stock, all dividends declared upon shares of Series AA Preferred Stock and any Parity Stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series AA Preferred Stock and accrued dividends for the then-current Dividend Period per share of any Parity Stock (including, in the case of any such Parity Stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

Subject to the foregoing, and not otherwise, such dividends payable in cash, stock or otherwise, as may be determined by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may be declared and paid on any Junior Stock and Parity Stock from time to time out of any assets legally available for such payment, and Holders will not be entitled to participate in those dividends.

Section 5. Liquidation Rights.

(a)

Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series AA Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any dividends thereon from the last dividend payment date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b)

Partial Payment. If the assets of the Company are not sufficient to pay in full the liquidation preference plus any dividends which have been declared but not yet paid to all Holders and all holders of any Parity Stock, the amounts paid to the Holders and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.


(c)	Residual Distributions. If the respective aggregate liquidating distributions to which all Holders and all holders of any Parity Stock are entitled have been paid, the holders of Junior Stock shall be entitled to receive all remaining assets of the Company according to their respective rights and preferences.


(d)	Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the

affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6. Redemption.

(a)

Optional Redemption. The Company, at the option of its Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may redeem out of funds legally available therefor, in whole or in part, the shares of Series AA Preferred Stock at the time outstanding, on any Dividend Payment Date as to which the Company has declared a dividend in full on the Series AA Preferred Stock on or after the Dividend Payment Date on February 15, 2018, upon notice given as provided in Section 6(b) below, and at a redemption price equal to $25,000 per share; provided, however, that the Company may not effect a partial redemption of the Series AA Preferred Stock unless at least 2,000 shares ($50,000,000 aggregate liquidation amount) of Series AA Preferred Stock, excluding shares of Series AA Preferred Stock held by the Company or its subsidiaries, remain outstanding after giving effect to such partial redemption.

(b)

Notice of Redemption. Notice of every redemption of shares of Series AA Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series AA Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series AA Preferred Stock. Each notice shall state:


(i)	the redemption date;


(ii)	the number of shares of Series AA Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;


(iii)	the redemption price;


(iv)	the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and


(v)	that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the Series AA Preferred Stock is held in book-entry form through DTC, the Company may give such notice in any manner permitted by DTC.

(c)

Partial Redemption. In case of any redemption of only part of the shares of Series AA Preferred Stock at the time outstanding, the shares of Series AA Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series AA Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series AA Preferred Stock shall be redeemed from time to time.

(d)

time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.

Section 7. Voting Rights.


(a)	General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by Delaware law.


(b)	Special Voting Right.

(i)

Voting Right. If and whenever dividends on the Series AA Preferred Stock or any other class or series of preferred stock that ranks on parity with Series AA Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least six quarterly Dividend Periods (whether consecutive or not) (a “Nonpayment”), the number of directors constituting the Board of Directors shall be increased by two, and the Holders (together with holders of any class or series of the Company’s authorized preferred stock having equivalent voting rights), shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the Holders and the holders of any such other class or series shall not be entitled to elect such directors to the extent such election would cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders and any other class or series of preferred stock that ranks on parity with the Series AA Preferred Stock as to payment of dividends and having equivalent voting rights is a “Preferred Stock Director.”

(ii)

Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any other class or series of stock of the Company that ranks on parity with Series AA Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request of the Holders of at least 20% of the Series AA Preferred Stock or the holders of at least 20% of such other series (addressed to the secretary at the Company’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the Holders and any other class or series of preferred stock that ranks on parity with Series AA Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid for the election of the two directors to be elected by them as provided in Section 7(b)(iii) below. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii)

Notice of Special Meeting. Notice for a special meeting will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting will hold office until the next annual meeting of the stockholders of the Company unless they have been previously terminated or removed pursuant to Section 7(b)(iv). In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by the vote of the Holders (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the stockholders.

(iv)

Termination; Removal. Whenever the Company has paid full dividends for at least four consecutive quarterly dividend periods following a Nonpayment on the Series AA Preferred Stock and any other class or series of non-cumulative preferred stock ranking on parity with Series AA Preferred Stock as to payment of dividends, if any, and has paid cumulative dividends in full on any class or series of cumulative preferred stock ranking on parity with the Series AA Preferred Stock as to payment of dividends (in each case, upon which equivalent voting rights to those set forth in Section 7(b)(iii) have been conferred and are exercisable), then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Stock Directors will immediately terminate, and the number of directors constituting the Board of Directors will be reduced accordingly. Any Preferred Stock Director may be removed at any time without cause by the Holders of a majority of the outstanding shares of the Series AA Preferred Stock (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(b).

(c)

Senior Issuances; Adverse Changes. So long as any shares of Series AA Preferred Stock are outstanding, the vote or consent of the Holders of at least two-thirds of the shares of Series AA Preferred Stock at the time outstanding, voting as a class with all other series of preferred stock ranking equally with the Series AA Preferred Stock and entitled to vote thereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:


(i)	any amendment, alteration or repeal of any provision of the Company’s Certificate of Incorporation (including the certificate of designation creating the Series AA Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences or special rights of the Series AA Preferred Stock so as to affect them adversely;

(ii)

any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock ranking prior to the Series AA Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding-up of the Company; or

(iii)

the consummation of a binding share exchange or reclassification involving the Series AA Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series AA Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series AA Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series AA Preferred Stock prior to such merger or consolidation), and (ii) such Series AA Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series AA Preferred Stock, taken as a whole; provided, however, that any increase in the amount of the authorized or issued Series AA Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series AA Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series AA Preferred Stock and Holders will have no right to vote on such an increase, creation or issuance.

adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu of all other series of preferred stock).

(d)

No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or (c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series AA Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 8. Preemption and Conversion Rights.

The Holders shall not have any rights of preemption or conversion.

Section 9. Rank.

Notwithstanding anything set forth in the Certificate of Incorporation or this Certificate of Designation to the contrary, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, without the vote of the Holders, may authorize and issue additional shares of Junior Stock or Parity Stock.

Section 10. Repurchase.

Subject to the limitations imposed herein, the Company may purchase and sell Series AA Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine; provided, however, that the Company shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Company is, or by such purchase would be, rendered insolvent; provided, further, however, that in the event that the Company beneficially owns any Series AA Preferred Stock the Company will procure that voting rights in respect of such Series AA Preferred Stock are not exercised.

Section 11. Unissued or Reacquired Shares.

Shares of Series AA Preferred Stock not issued or which have been issued and redeemed or otherwise purchased or acquired by the Company shall be restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 12. No Sinking Fund.

Shares of Series AA Preferred Stock are not subject to the operation of a sinking fund.

Section 13. Transfer Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Registrar and paying agent for the Series AA Preferred Stock shall be The Bank of New York Mellon. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 14. Replacement Certificates.

Mutilated, Destroyed, Stolen and Lost Certificates. If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.

Section 15. Form.

(a)

Global Series AA Preferred Stock. Series AA Preferred Stock may be issued in the form of one or more permanent global shares of Series AA Preferred Stock in definitive, fully registered form with a global legend in substantially the form attached hereto as Exhibit A (each, a “Global Series AA Preferred Stock”), which is hereby incorporated in and expressly made a part of this Restated Certificate of Incorporation. The Global Series AA Preferred Stock may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). The

aggregate number of shares represented by each Global Series AA Preferred Stock may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided. This Section 15(a) shall apply only to a Global Series AA Preferred Stock deposited with or on behalf of the Depositary.

(b)

Delivery to Depositary. If Global Series AA Preferred Stock is issued, the Company shall execute and the Registrar shall, in accordance with this Section, countersign and deliver initially one or more Global Series AA Preferred Stock that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to the Depositary or pursuant to instructions received from the Depositary or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar.

(c)

Agent Members. If Global Series AA Preferred Stock is issued, members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Certificate of Designation with respect to any Global Series AA Preferred Stock held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary or under such Global Series AA Preferred Stock, and the Depositary may be treated by the Company, the Registrar and any agent of the Company or the Registrar as the absolute owner of such Global Series AA Preferred Stock for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Registrar or any agent of the Company or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Series AA Preferred Stock. If Global Series AA Preferred Stock is issued, the Depositary may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Series AA Preferred Stock, or this Certificate of Designation or the Certificate of Incorporation.

(d)

Physical Certificates. Owners of beneficial interests in any Global Series AA Preferred Stock shall not be entitled to receive physical delivery of certificated shares of Series AA Preferred Stock, unless (x) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for the Global Series AA Preferred Stock and the Company does not appoint a qualified replacement for the Depositary within 90 days, (y) the Depositary ceases to be a “clearing agency” registered under the Exchange Act and the Company does not appoint a qualified replacement for the Depositary within 90 days or (z) the Company decides to discontinue the use of book-entry transfer through the Depositary. In any such case, the Global Series AA Preferred Stock shall be exchanged in whole for definitive shares of Series AA Preferred Stock in registered form, with the same terms and of an equal aggregate Liquidation Preference. Such definitive shares of Series AA Preferred Stock shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.

(e)

Signature. An Officer shall sign any Global Series AA Preferred Stock for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Series AA Preferred Stock no longer holds that office at the time the Transfer Agent countersigned the Global Series AA Preferred Stock, the Global Series AA Preferred Stock shall be valid nevertheless. A Global Series AA Preferred Stock shall not be valid until an authorized signatory of the Transfer Agent manually countersigns Global Series AA Preferred Stock. Each Global Series AA Preferred Stock shall be dated the date of its countersignature.

Section 16. Taxes.

(a)

Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series AA Preferred Stock or shares of Common Stock or other securities issued on account of Series AA Preferred Stock pursuant hereto or certificates representing such shares or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series AA Preferred Stock, shares of Common Stock or other securities in a name other than that in which the shares of Series AA Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.


(b)	Withholding. All payments and distributions (or deemed distributions) on the shares of Series AA Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 17. Notices.

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designation) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 480 Washington Boulevard, 29th Floor, Jersey City, New Jersey 07310 (Attention: Corporate Trust Office), or other agent of the Company designated as permitted by this Certificate of Designation, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

Exhibit A

FORM OF
8.125% NON-CUMULATIVE PREFERRED STOCK, SERIES AA

FACE OF SECURITY

[THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY PRIOR TO THE DATE THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH CITIGROUP INC. (THE “COMPANY”) OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS SHARES OF THE SERIES AA PREFERRED STOCK ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRANSFER AGENTS RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRANSFER AGENT. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]

[IF GLOBAL PREFERRED STOCK IS ISSUED: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION REFERRED TO BELOW.]

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.



Certificate Number	Number of Shares of Series AA Preferred Stock

CUSIP NO.:

CITIGROUP INC.

8.125% Non-Cumulative Preferred Stock, Series AA
(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ](1) [ , or such number as is indicated in the records of the Registrar and the Depository,](2) fully paid and non-assessable shares of the Company’s designated 8.125% Non-Cumulative Preferred Stock, Series AA, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series AA Preferred Stock”). The shares of Series AA Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series AA Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designation dated January 24. 2008 as the same may be amended from time to time (the “Certificate of Designation”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designation. The Company will provide a copy of the Certificate of Designation to a Holder without charge upon written request to the Company at its principal place of business.

Reference is hereby made to select provisions of the Series AA Preferred Stock set forth on the reverse hereof, and to the Certificate of Designation, which select provisions and the Certificate of Designation shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designation and is entitled to the benefits thereunder.

Unless the Registrar has properly countersigned, these shares of Series AA Preferred Stock shall not be entitled to any benefit under the Certificate of Designation or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] this day of , .



CITIGROUP INC.

By:
Name:
Title:

(1) This phrase should be included only if the share certificate evidences certificated shares of Series AA Preferred Stock.

(2) This phrase should be included only if the share certificate evidences Global Series AA Preferred Stock.

REGISTRAR’S COUNTERSIGNATURE

These are shares of Series AA Preferred Stock referred to in the within-mentioned Certificate of Designation.

Dated:



THE BANK OF NEW YORK MELLON, as Registrar

By:
Name:
Title:

REVERSE OF CERTIFICATE

Dividends on each share of Series AA Preferred Stock shall be payable at the rate provided in the Certificate of Designation.

The shares of Series AA Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designation.

The Company shall furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series AA Preferred Stock evidenced hereby to:

(Insert assignee’s social security or taxpayer identification number)

(Insert address and zip code of assignee)

and irrevocably appoints:

as agent to transfer the shares of Series AA Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.

Date:

Signature:

(Sign exactly as your name appears on the other side of this Certificate)



Signature Guarantee:

(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)

Exhibit II

8.40% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series E

Section 1. Designation.

The designation of the series of preferred stock shall be “8.40% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series E.” Each share of Series E Preferred Stock shall be identical in all respects to every other share of Series E Preferred Stock. Series E Preferred Stock will rank equally with Parity Stock, will rank senior to Junior Stock and will rank junior to Senior Stock, if any, with respect to the payment of dividends and/or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affair of the Company.

Section 2. Number of Shares.

The number of authorized shares of Series E Preferred Stock shall be 240,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series E Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series E Preferred Stock.

Section 3. Definitions. As used herein with respect to Series E Preferred Stock:

“Agent Members” has the meaning set forth in Section 15(c).

“Board of Directors” has the meaning set forth in the recitals above.

“Business Day” means any weekday that is not a legal holiday in New York City and is not a day on which banking institutions in New York City are authorized or required by law or regulation to be closed.

“Calculation Agent” means the Transfer Agent acting in its capacity as calculation agent for the Series E Preferred Stock, and its successors and assigns.

“Depositary” means DTC or its nominee or any successor depositary appointed by the Company.

“Dividend Payment Date” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Period” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Record Date” shall have the meaning set forth in Section 4(a) hereof.

“DTC” means The Depository Trust Company.

“Global Series E Preferred Stock” has the meaning set forth in Section 15(a).

“Holder” means the Person in whose name the shares of the Series E Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series E Preferred Stock for the purpose of making payment and for all other purposes.

“Junior Stock” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Series E Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“LIBOR Determination. Date” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.

“London Banking Day” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.

“Nonpayment” shall have the meaning set forth in Section 7(b)(i) hereof.

“Parity Stock” means any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series E Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Company.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

“Preferred Stock Director” shall have the meaning set forth in Section 7(b)(i) hereof.

“Registrar” means the Transfer Agent acting in its capacity as registrar for the Series E Preferred Stock, and its successors and assigns.

“Reuters Screen LIBOR01 Page” means the display designated on the Reuters Screen LIBOR01 Page (or such other page as may replace Reuters Screen LIBOR01 Page on the service or such other service as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for United States dollar deposits).

“Senior Stock” means any class or series of stock of the Company now existing or hereafter authorized which has preference or priority over the Series E Preferred Stock as to the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“Series E Preferred Stock” shall have the meaning set forth in Section I hereof.

“Three-month LIBOR” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on Reuters Screen LIBOR01 Page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on April 30, 2018, 2.920%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.

“Transfer Agent” means The Bank of New York Mellon acting as Transfer Agent, Calculation Agent, Registrar and paying agent for the Series E Preferred Stock, and its successors and assigns.

“Trust” shall have the meaning set forth in Section 6(d).

Section 4. Dividends.

(a)

Rate. Holders shall be entitled to receive, if, as and when declared by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee of the Board of Directors, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $25,000 per share of Series E Preferred Stock, and no more, payable (i) semi-annually in arrears on each April 30 and October 30 from the date of issuance to, but excluding, April 30, 2018, and (ii) quarterly in arrears on each January 30, April 30, July 30, and October 30 from and including April 30, 2018; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (i) on or prior to April 30, 2018, without any interest or other payment in respect of such delay, and (ii) after April 30, 2018, with dividends accruing to the actual payment date (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Series E Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Series E Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 8.40%, for each Dividend Period from and including the date of issuance to, but excluding, April 30, 2018 and (ii) the greater of (x) Three-month LIBOR plus 4.0285% and (y) 7.7575%, for each Dividend Period from and including April 30, 2018. The record date for payment of dividends on the Series E Preferred Stock will be the fifteenth day of the calendar month immediately preceding the month during which the Dividend Payment Date falls or such other record date fixed by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to April 30, 2018 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after April 30, 2018 will be computed on the basis of a 360-day year and the actual number of days elapsed.

(b)

Non-Cumulative Dividends. If the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof does not declare a dividend on the Series E Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series E Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent Dividend Period with respect to Series E Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Company. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c)

Priority of Dividends. So long as any share of Series E Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series E Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:


(i)	purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;


(ii)	purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current dividend period, including under a contractually binding stock repurchase plan;


(iii)	as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;


(iv)	the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;


(v)	the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or


(vi)	the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The foregoing restriction, however, will not apply to any Junior Stock dividends paid by the Company where the dividend stock is the same stock as that on which the dividend is being paid.

Except as provided below, for so long as any share of Series E Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series E Preferred Stock and any Parity Stock, all dividends declared upon shares of Series E Preferred Stock and any Parity Stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series E Preferred Stock and accrued dividends for the then-current Dividend Period per share of any Parity Stock (including, in the case of any such Parity Stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

Section 5. Liquidation Rights.

(a)

Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series E Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any accrued dividends thereon from the last dividend payment date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b)


(c)	Residual Distributions. If the respective aggregate liquidating distributions to which all Holders and all holders of any Parity Stock are entitled have been paid, the holders of Junior Stock shall be entitled to receive all remaining assets of the Company according to their respective rights and preferences.

(d)

Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6. Redemption.

(a)

Optional Redemption. The Company, at the option of its Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may redeem out of funds legally available therefor, in whole or in part, the shares of Series E Preferred Stock at the time outstanding, on any Dividend Payment Date on or after April 30, 2018 as to which the Company has declared a dividend in full on the Series E Preferred Stock, upon notice given as provided in Section 6(b) below, and at a redemption price equal to $25,000 per share; provided, however, that the Company may not effect a partial redemption of the Series E Preferred Stock unless at least 2,000 shares ($50,000,000 aggregate liquidation amount) of Series E Preferred Stock, excluding shares of Series E Preferred Stock held by the Company or its subsidiaries, remain outstanding after giving effect to such partial redemption.


(b)	Notice of Redemption. Notice of every redemption of shares of Series E Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date

fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series E Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series E Preferred Stock. Each notice shall state:


(i)	the redemption date;


(ii)	the number of shares of Series E Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;


(iii)	the redemption price;


(iv)	the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and


(v)	that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the Series E Preferred Stock is held in book-entry form through DTC, the Company may give such notice in any manner permitted by DTC.

(c)

Partial Redemption. In case of any redemption of only part of the shares of Series E Preferred Stock at the time outstanding, the shares of Series E Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series E Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series E Preferred Stock shall be redeemed from time to time.

(d)

Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, in trust for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof (the “Trust”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.

Section 7. Voting Rights.


(a)	General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by Delaware law.


(b)	Special Voting Right.

(i) Voting Right. If and whenever dividends on the Series E Preferred Stock or any other class or series of preferred stock that ranks on parity with Series E Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods (whether consecutive or not) (a “Nonpayment”), the number of directors constituting the Board of Directors shall be increased by two, and the Holders (together with holders of any class or series of the

Company’s authorized preferred stock having equivalent voting rights), shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the Holders and the holders of any such other class or series shall not be entitled to elect such directors to the extent such election would cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders and any other class or series of preferred stock that ranks on parity with the Series E Preferred Stock as to payment of dividends and having equivalent voting rights is a “Preferred Stock Director.”

(ii)

Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any other class or series of stock of the Company that ranks on parity with Series E Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request of the Holders of at least 20% of the Series E Preferred Stock or the holders of at least 20% of such other series (addressed to the secretary at the Company’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the Holders and any other class or series of preferred stock that ranks on parity with Series E Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid for the election of the two directors to be elected by them as provided in Section 7(b)(iii) below. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii)

(iv)

Termination; Removal. Whenever the Company has paid full dividends for at least two consecutive semi-annual or four consecutive quarterly dividend periods following a Nonpayment on the Series E Preferred Stock and any other class or series of non-cumulative preferred stock ranking on parity with Series E Preferred Stock as to payment of dividends, if any, and has paid cumulative dividends in full on any class or series of cumulative preferred stock ranking on parity with the Series E Preferred Stock as to payment of dividends (in each case, upon which equivalent voting rights to those set forth in Section 7(b)(iii) have been conferred and are exercisable), then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar nonpayment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Stock Directors will immediately terminate, and the number of directors constituting the Board of Directors will be reduced accordingly. Any Preferred Stock Director may be removed at any time without cause by the Holders of a majority of the outstanding shares of the Series E Preferred Stock (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(b).

(c)

Senior Issuances; Adverse Changes. So long as any shares of Series E Preferred Stock are outstanding, the vote or consent of the Holders of at least two-thirds of the shares of Series E Preferred Stock at the time outstanding, voting as a class with all other series of preferred stock ranking equally with the Series E Preferred Stock and entitled to vote thereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose,

will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:


(i)	any amendment, alteration or repeal of any provision of the Company’s Certificate of Incorporation (including the certificate of designation creating the Series E Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences or special rights of the Series E Preferred Stock so as to affect them adversely;

(ii)

any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock ranking prior to the Series E Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding-up of the Company; or

(iii)

the consummation of a binding share exchange or reclassification involving the Series E Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series E Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series E Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series E Preferred Stock prior to such merger or consolidation), and (ii) such Series E Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series E Preferred Stock, taken as a whole;

provided, however, that any increase in the amount of the authorized or issued Series E Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series E Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series E Preferred Stock and Holders will have no right to vote on such an increase, creation or issuance.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect one or more but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu of all other series of preferred stock).

(d)

No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or (c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series E Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 8. Preemption and Conversion Rights.

The Holders shall not have any rights of preemption or conversion.

Section 9. Rank.

Section 10. Repurchase.

Subject to the limitations imposed herein, the Company may purchase and sell Series E Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine; provided, however, that the Company shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Company is, or by such purchase would be, rendered insolvent; provided, further, however, that in the event that the Company beneficially owns any Series E Preferred Stock, the Company will procure that voting rights in respect of such Series E Preferred Stock are not exercised.

Section 11. Unissued or Reacquired Shares.

Shares of Series E Preferred Stock not issued or which have been issued and redeemed or otherwise purchased or acquired by the Company shall be restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 12. No Sinking Fund.

Shares of Series E Preferred Stock are not subject to the operation of a sinking fund.

Section 13. Transfer Agent, Calculation Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series E Preferred Stock shall be The Bank of New York Mellon. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 14. Replacement Certificates.

Section 15. Form.

(a) Global Series E Preferred Stock. Series E Preferred Stock may be issued in the form of one or more permanent global shares of Series E Preferred Stock in definitive, fully registered form with a global legend in substantially the form attached hereto as Exhibit A (each, a “Global Series E Preferred Stock”), which is hereby incorporated in and expressly made a part of this Certificate of Designation. The Global Series E Preferred Stock may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). The aggregate number of shares represented by each Global Series E Preferred Stock may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided. This Section 15(a) shall apply only to a Global Series E Preferred Stock deposited with or on behalf of the Depositary.

(b)

Delivery to Depositary. If Global Series E Preferred Stock is issued, the Company shall execute and the Registrar shall, in accordance with this Section, countersign and deliver initially one or more Global Series E Preferred Stock that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to the Depositary or pursuant to instructions received from the Depositary or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar.

(c)

Agent Members. If Global Series E Preferred Stock is issued, members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Certificate of Designation with respect to any Global Series E Preferred Stock held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary or under such Global Series E Preferred Stock, and the Depositary may be treated by the Company, the Registrar and any agent of the Company or the Registrar as the absolute owner of such Global Series E Preferred Stock for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Registrar or any agent of the Company or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Series E Preferred Stock. If Global Series E Preferred Stock is issued, the Depositary may grant proxies or otherwise authorize any Person to take any action

that a Holder is entitled to take pursuant to the Series E Preferred Stock, this Certificate of Designation or the Certificate of Incorporation.

(d)

Physical Certificates. Owners of beneficial interests in any Global Series E Preferred Stock shall not be entitled to receive physical delivery of certificated shares of Series E Preferred Stock, unless (x) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for the Global Series E Preferred Stock and the Company does not appoint a qualified replacement for the Depositary within 90 days, (y) the Depositary ceases to be a “clearing agency” registered under the Exchange Act and the Company does not appoint a qualified replacement for the Depositary within 90 days or (z) the Company decides to discontinue the use of book-entry transfer through the Depositary. In any such case, the Global Series E Preferred Stock shall be exchanged in whole for definitive shares of Series E Preferred Stock in registered form, with the same terms and of an equal aggregate Liquidation Preference. Such definitive shares of Series E Preferred Stock shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.

(e)

Signature. An Officer shall sign any Global Series E Preferred Stock for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Series E Preferred Stock no longer holds that office at the time the Transfer Agent countersigned the Global Series E Preferred Stock, the Global Series E Preferred Stock shall be valid nevertheless. A Global Series E Preferred Stock shall not be valid until an authorized signatory of the Transfer Agent manually countersigns Global Series E Preferred Stock. Each Global Series E Preferred Stock shall be dated the date of its countersignature.

Section 16. Taxes.

(a)

Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series E Preferred Stock or shares of Common Stock or other securities issued on account of Series E Preferred Stock pursuant hereto or certificates representing such shares or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series E Preferred Stock, shares of Common Stock or other securities in a name other than that in which the shares of Series E Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.


(b)	Withholding. All payments and distributions (or deemed distributions) on the shares of Series E Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 17. Notices.

Exhibit A

FORM OF
% FIXED RATE / FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES E
FACE OF SECURITY

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.



Certificate Number		Number of Shares of Series E Preferred Stock

		CUSIP NO.:

CITIGROUP INC.

% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series E
(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated % Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series E, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series E Preferred Stock”). The shares of Series E Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series E Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designation dated April 25, 2008 as the same may be amended from time to time (the “Certificate of Designation”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designation. The Company will provide a copy of the Certificate of Designation to a Holder without charge upon written request to the Company at its principal place of business.

Reference is hereby made to select provisions of the Series E Preferred Stock set forth on the reverse hereof, and to the Certificate of Designation, which select provisions and the Certificate of Designation shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designation and is entitled to the benefits thereunder.

Unless the Registrar has properly countersigned, these shares of Series E Preferred Stock shall not be entitled to any benefit under the Certificate of Designation or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] this day of , .



CITIGROUP INC.
By:
Name:
Title:

REGISTRAR’S COUNTERSIGNATURE

These are shares of Series E Preferred Stock referred to in the within-mentioned Certificate of Designation.

Dated:



THE BANK OF NEW YORK MELLON, as Registrar

By:
Name:
Title:

REVERSE OF CERTIFICATE

Dividends on each share of Series E Preferred Stock shall be payable at the rate provided in the Certificate of Designation.

The shares of Series E Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designation.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series E Preferred Stock evidenced hereby to:

________________________________________________________________

(Insert assignee’s social security or taxpayer identification number, if any)

________________________________________________________________

(Insert address and zip code of assignee) and irrevocably appoints:

________________________________________________________________

as agent to transfer the shares of Series E Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.



Date:

Signature:

________________________________________________________________



(Sign exactly as your name appears on the other side of this Certificate)

Signature Guarantee:

Exhibit III

8.50% Non-Cumulative Preferred Stock, Series F

Section 1. Designation.

The designation of the series of preferred stock shall be “8.50% Non-Cumulative Preferred Stock, Series F” (the “Series F Preferred Stock”). Each share of Series F Preferred Stock shall be identical in all respects to every other share of Series F Preferred Stock. Series F Preferred Stock will rank equally with Parity Stock, will rank senior to Junior Stock and will rank junior to Senior Stock, if any, with respect to the payment of dividends and/or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

Section 2. Number of Shares.

The number of authorized shares of Series F Preferred Stock shall be 92,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series F Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series F Preferred Stock.

Section 3. Definitions. As used herein with respect to Series F Preferred Stock:

“Agent Members” has the meaning set forth in Section 15(c).

“Board of Directors” has the meaning set forth in the recitals above.

“Depositary” means DTC or its nominee or any successor depositary appointed by the Company.

“Dividend Payment Date” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Period” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Record Date” shall have the meaning set forth in Section 4(a) hereof.

“DTC” means The Depository Trust Company.

“Global Series F Preferred Stock” has the meaning set forth in Section 15(a).

“Holder” means the Person in whose name the shares of the Series F Preferred Stock are registered, which may be treated by the Company, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series F Preferred Stock for the purpose of making payment and for all other purposes.

“Junior Stock” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Series F Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“Nonpayment” shall have the meaning set forth in Section 7(b)(i) hereof.

“Parity Stock” means any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series F Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Company.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

“Preferred Stock Director” shall have the meaning set forth in Section 7(b)(i) hereof.

“Registrar” means the Transfer Agent acting in its capacity as registrar for the Series F Preferred Stock, and its successors and assigns.

“Senior Stock” means any class or series of stock of the Company now existing or hereafter authorized which has preference or priority over the Series F Preferred Stock as to the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“Series F Preferred Stock” shall have the meaning set forth in Section 1 hereof.

“Transfer Agent” means The Bank of New York Mellon acting as Transfer Agent, Registrar and paying agent for the Series F Preferred Stock, and its successors and assigns.

“Trust” shall have the meaning set forth in Section 6(d).

Section 4. Dividends.

(a)

Rate. Holders shall be entitled to receive, if, as and when declared by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee of the Board of Directors, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $25,000 per share of Series F Preferred Stock, and no more, payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2008; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, (without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Series F Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Series F Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to 8.50%. The record date for payment of dividends on the Series F Preferred Stock will be the fifteenth day of the calendar month immediately preceding the month during which the Dividend Payment Date falls or such other record date fixed by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable will be computed on the basis of a 360-day year of twelve 30-day months.

(b)

Non-Cumulative Dividends. If the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof does not declare a dividend on the Series F Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series F Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent Dividend Period with respect to Series F Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Company. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c)

Priority of Dividends. So long as any share of Series F Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series F Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:


(i)	purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;


(ii)	purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current dividend period, including under a contractually binding stock repurchase plan;


(iii)	as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;


(iv)	the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;


(v)	the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or


(vi)	the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The foregoing restriction, however, will not apply to any Junior Stock dividends paid by the Company where the dividend stock is the same stock as that on which the dividend is being paid.

Except as provided below, for so long as any share of Series F Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series F Preferred Stock and any Parity Stock, all dividends declared upon shares of Series F Preferred Stock and any Parity Stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then current Dividend Period per share of Series F Preferred Stock and accrued dividends for the then-current Dividend Period per share of any Parity Stock (including, in the case of any such Parity Stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

Section 5. Liquidation Rights.

(a)

Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series F Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference $25,000 per share, plus any accrued dividends thereon from the last dividend payment date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b)


(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)

Company into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6. Redemption.

(a)

(b)

Notice of Redemption. Notice of every redemption of shares of Series F Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series F Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series F Preferred Stock. Each notice shall state:


(i)	the redemption date;


(ii)	the number of shares of Series F Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;


(iii)	the redemption price;


(iv)	the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and


(v)	that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the Series F Preferred Stock is held in book-entry form through DTC, the Company may give such notice in any manner permitted by DTC.

(c)

Partial Redemption. In case of any redemption of only part of the shares of Series F Preferred Stock at the time outstanding, the shares of Series F Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series F Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series F Preferred Stock shall be redeemed from time to time.

(d)

for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.

Section 7. Voting Rights.


(a)	General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by Delaware law.


(b)	Special Voting Right.

(i)

Voting Right. If and whenever dividends on the Series F Preferred Stock or any other class or series of preferred stock that ranks on parity with Series F Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least six quarterly Dividend Periods (whether consecutive or not) (a “Nonpayment”), the number of directors constituting the Board of Directors shall be increased by two, and the Holders (together with holders of any class or series of the Company’s authorized preferred stock having equivalent voting rights), shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the Holders and the holders of any such other class or series shall not be entitled to elect such directors to the extent such election would cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders and any other class or series of preferred stock that ranks on parity with the Series F Preferred Stock as to payment of dividends and having equivalent voting rights is a “Preferred Stock Director.”

(ii)

Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any other class or series of stock of the Company that ranks on parity with Series F Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request of the Holders of at least 20% of the Series F Preferred Stock or the holders of at least 20% of such other series (addressed to the secretary at the Company’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the Holders and any other class or series of preferred stock that ranks on parity with Series F Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid for the election of the two directors to be elected by them as provided in Section 7(b)(iii) below. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii)

(iv)

Termination; Removal. Whenever the Company has paid full dividends for at least four consecutive quarterly dividend periods following a Nonpayment on the Series F Preferred Stock and any other class or series of non-cumulative preferred stock ranking on parity with Series F Preferred Stock as to payment of dividends, if any, and has paid cumulative dividends in full on any class or series of cumulative preferred stock ranking on parity with the Series F Preferred Stock as to payment of dividends (in each case, upon which equivalent voting rights to those set forth in Section 7(b)(iii) have been conferred and are exercisable), then the right of the Holders to

elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Stock Directors will immediately terminate, and the number of directors constituting the Board of Directors will be reduced accordingly. Any Preferred Stock Director may be removed at any time without cause by the Holders of a majority of the outstanding shares of the Series F Preferred Stock (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(b).

(c)

Senior Issuances; Adverse Changes. So long as any shares of Series F Preferred Stock are outstanding, the vote or consent of the Holders of at least two-thirds of the shares of Series F Preferred Stock at the time outstanding, voting as a class with all other series of preferred stock ranking equally with the Series F Preferred Stock and entitled to vote thereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:


(i)	any amendment, alteration or repeal of any provision of the Company’s Certificate of Incorporation (including the certificate of designation creating the Series F Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences or special rights of the Series F Preferred Stock so as to affect them adversely;

(ii)

any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock ranking prior to the Series F Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding-up of the Company; or

(iii)

the consummation of a binding share exchange or reclassification involving the Series F Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series F Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series F Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series F Preferred Stock prior to such merger or consolidation), and (ii) such Series F Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series F Preferred Stock taken as a whole; provided, however, that any increase in the amount of the authorized or issued Series F Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series F Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series F Preferred Stock and Holders will have no right to vote on such an increase, creation or issuance.

(d)

No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or (c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series F Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 8. Preemption and Conversion Rights.

The Holders shall not have any rights of preemption or conversion.

Section 9. Rank.

Section 10. Repurchase.

Subject to the limitations imposed herein, the Company may purchase and sell Series F Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine; provided, however, that the Company shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Company is, or by such purchase would be, rendered insolvent; provided, further, however, that in the event that the Company beneficially owns any Series F Preferred Stock, the Company will procure that voting rights in respect of such Series F Preferred Stock are not exercised.

Section 11. Unissued or Reacquired Shares.

Shares of Series F Preferred Stock not issued or which have been issued and redeemed or otherwise purchased or acquired by the Company shall be restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 12. No Sinking Fund.

Shares of Series F Preferred Stock are not subject to the operation of a sinking fund.

Section 13. Transfer Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Registrar and paying agent for the Series F Preferred Stock shall be The Bank of New York Mellon. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 14. Replacement Certificates.

Section 15. Form.

(a)

Global Series F Preferred Stock. Series F Preferred Stock may be issued in the form of one or more permanent global shares of Series F Preferred Stock in definitive, fully registered form with a global legend in substantially the form attached hereto as Exhibit A (each, a “Global Series F Preferred Stock”), which is hereby incorporated in and expressly made a part of this Certificate of Designation. The Global Series F Preferred Stock may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). The aggregate number of shares represented by each Global Series F Preferred Stock may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided. This Section 15(a) shall apply only to a Global Series F Preferred Stock deposited with or on behalf of the Depositary.


(b)	Delivery to Depositary. If Global Series F Preferred Stock is issued, the Company shall execute and the Registrar shall, in accordance with this Section, countersign and deliver initially one or more Global Series F Preferred Stock that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the

Registrar to the Depositary or pursuant to instructions received from the Depositary or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar.

(c)

Agent Members. If Global Series F Preferred Stock is issued, members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Certificate of Designation with respect to any Global Series F Preferred Stock held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary or under such Global Series F Preferred Stock and the Depositary may be treated by the Company, the Registrar and any agent of the Company or the Registrar as the absolute owner of such Global Series F Preferred Stock for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Registrar or any agent of the Company or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Series F Preferred Stock. If Global Series F Preferred Stock is issued, the Depositary may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Series F Preferred Stock, this Certificate of Designation or the Certificate of Incorporation.

(d)

Physical Certificates. Owners of beneficial interests in any Global Series F Preferred Stock shall not be entitled to receive physical delivery of certificated shares of Series F Preferred Stock, unless (x) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for the Global Series F Preferred Stock and the Company does not appoint a qualified replacement for the Depositary within 90 days, (y) the Depositary ceases to be a “clearing agency” registered under the Exchange Act and the Company does not appoint a qualified replacement for the Depositary within 90 days or (z) the Company decides to discontinue the use of book-entry transfer through the Depositary. In any such case, the Global Series F Preferred Stock shall be exchanged in whole for definitive shares of Series F Preferred Stock in registered form, with the same terms and of an equal aggregate Liquidation Preference. Such definitive shares of Series F Preferred Stock shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.

(e)

Signature. An Officer shall sign any Global Series F Preferred Stock for the Company in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Series F Preferred Stock no longer holds that office at the time the Transfer Agent countersigned the Global Series F Preferred Stock, the Global Series F Preferred Stock shall be valid nevertheless. A Global Series F Preferred Stock shall not be valid until an authorized signatory of the Transfer Agent manually countersigns Global Series F Preferred Stock. Each Global Series F Preferred Stock shall be dated the date of its countersignature.

Section 16. Taxes.

(a)

Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series F Preferred Stock or shares of Common Stock or other securities issued on account of Series F Preferred Stock pursuant hereto or certificates representing such shares or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series F Preferred Stock, shares of Common Stock or other securities in a name other than that in which the shares of Series F Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.


(b)	Withholding. All payments and distributions (or deemed distributions) on the shares of Series F Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 17. Notices.

records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

Exhibit A

FORM OF

8.50% NON-CUMULATIVE PREFERRED STOCK, SERIES F

FACE OF SECURITY

REGISTRAR’S COUNTERSIGNATURE

These are shares of Series F Preferred Stock referred to in the within-mentioned Certificate of Designation.

Dated:



THE BANK OF NEW YORK MELLON, as Registrar

By:
Name:
Title:

REVERSE OF CERTIFICATE

Dividends on each share of Series F Preferred Stock shall be payable at the rate provided in the Certificate of Designation.

The shares of Series F Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designation.

The Company shall furnish without charge to each holder who so requests the powers, designation, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Company and the qualifications. limitations or restrictions of such preferences and/or rights.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series F Preferred Stock evidenced hereby to:

(Insert assignees social security or taxpayer identification number, if any)

(Insert address and zip code of assignee)

and irrevocably appoints:

as agent to transfer the shares of Series F Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.



Date:
Signature:


(Sign exactly as your name appears on the other side of this Certificate)

Signature Guarantee:

(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)

Exhibit IV

Series R Participating Cumulative Preferred Stock

Section 1. Designation and Number of Shares.

The shares of such series shall be designated as “Series R Participating Cumulative Preferred Stock” (the “Series R Preferred Stock”), and the number of shares constituting such series shall be 28,000. Such number of shares of the Series R Preferred Stock may be increased or decreased by resolution of the Board of Directors; provided that no decrease shall reduce the number of shares of Series R Preferred Stock to a number less than the number of shares then outstanding plus the number of shares issuable upon exercise or conversion of outstanding rights, options or other securities issued by the Corporation.

Section 2. Dividends and Distributions.

(a)

Subject to the prior and superior rights of the holders of any shares of any class or series of stock of the Corporation ranking prior and superior to the shares of Series R Preferred Stock with respect to dividends, the holders of shares of Series R Preferred Stock, in preference to the holders of shares of any class or series of stock of the Corporation ranking junior to the Series R Preferred Stock in respect thereof, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, regular quarterly dividends payable on such dates each year as designated by the Board of Directors (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of any share or fraction of a share of Series R Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 and (ii) the Multiplier Number times the aggregate per share amount of all cash dividends or other distributions and the Multiplier Number times the aggregate per share amount of all non-cash dividends or other distributions (other than (A) a dividend payable in shares of Common Stock, par value $0.01 per share, of the Corporation (the “Common Stock”) or (B) a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series R Preferred Stock. As used herein, the “Multiplier Number” shall be 1,000,000; provided that if, at any time after June 9, 2009, there shall be any change in the Common Stock, whether by reason of stock dividends, stock splits, reverse stock splits, recapitalization, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations or other similar changes in capitalization, or any distribution or issuance of shares of its capital stock in a merger, share exchange, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Board of Directors shall adjust the Multiplier Number to the extent appropriate such that following such adjustment each share of Series R Preferred Stock shall be in the same economic position as prior to such event.

(b)

The Corporation shall declare a dividend or distribution on the Series R Preferred Stock as provided in Section 2(a) immediately after it declares a dividend or distribution on the Common Stock (other than as described in Sections 2(a)(ii)(A) and 2(a)(ii)(B)); provided that if no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date (or, with respect to the first Quarterly Dividend Payment Date, the period between the first issuance of any share or fraction of a share of Series R Preferred Stock and such first Quarterly Dividend Payment Date), a dividend of $1.00 per share on the Series R Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(c)

Dividends shall begin to accrue and be cumulative on outstanding shares of Series R Preferred Stock from the Quarterly Dividend Payment Date immediately preceding the date of issuance of such shares of Series R Preferred Stock, unless the date of issuance of such shares is on or before the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue and be cumulative from the date of issue of such shares, or unless the date of issue is a date after the record date for the determination of holders of shares of Series R Preferred Stock entitled to receive a quarterly dividend and on or before such Quarterly Dividend Payment Date, in which case dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on shares of Series R Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series R Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall not be more than 60 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. In addition to any other voting rights required by law, the holders of shares of Series R Preferred Stock shall have the following voting rights:

(a) Each share of Series R Preferred Stock shall entitle the holder thereof to a number of votes equal to the Multiplier Number on all matters submitted to a vote of stockholders of the Corporation.

(b) Except as otherwise provided herein or by law, the holders of shares of Series R Preferred Stock and the holders of shares of Common Stock shall vote together as a single class on all matters submitted to a vote of stockholders of the Corporation.

(c) (i) If at any time dividends on any Series R Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “default period”) which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series R Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Series R Preferred Stock and any other series of Preferred Stock then entitled as a class to elect directors, voting together as a single class, irrespective of series, shall have the right to elect two Directors.

(ii)

During any default period, such voting right of the holders of Series R Preferred Stock may be exercised initially at a special meeting called pursuant to Section 3(c)(iii) hereof or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders; provided that neither such voting right nor the right of the holders of any other series of Preferred Stock, if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless the holders of 10% in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of holders of Common Stock shall not affect the exercise by holders of Preferred Stock of such voting right. At any meeting at which holders of Preferred Stock shall initially exercise such voting right, they shall have the right, voting as a class, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two Directors or, if such right is exercised at an annual meeting, to elect two Directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders of the Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series R Preferred Stock.

(iii) Unless the holders of Preferred Stock shall have previously exercised their right to elect Directors during an existing default period, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than 10% of the total number of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of holders of Preferred Stock, which meeting shall thereupon be called by the Chief Executive Officer, a Vice President or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this Section 3(c)(iii) shall be given to each holder of record of Preferred Stock by mailing such notice to him at the address of such holder shown on the registry books of the Corporation. Such meeting shall be called for a time not earlier than 20 days and not later than 60 days after such order or request or in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than 10% of the total number of shares of Preferred Stock outstanding, irrespective of series. Notwithstanding the provisions of this Section 3(c)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of stockholders.

(iv) In any default period, the holders of Common Stock, and other classes of stock of the Corporation if applicable, shall continue to be entitled to elect the whole number of Directors until the holders of Preferred Stock shall have exercised their right to elect two Directors voting as a class, after the exercise of which right (x) the Directors so elected by the holders of Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in Section 3(c)(ii) hereof) be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class of stock which elected the Director whose office shall have become vacant. References in this Section 3(c) to Directors elected by the holders of a particular class of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence.

(v) Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Preferred Stock as a class

shall terminate, and (z) the number of Directors shall be such number as may be provided for in the certificate of incorporation or bylaws irrespective of any increase made pursuant to the provisions of Section 3(c)(ii) (such number being subject, however, to change thereafter in any manner provided by law or in the certificate of incorporation or bylaws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors.


(d)	The certificate of incorporation of the Corporation shall not be amended in any manner (whether by merger or otherwise) so as to adversely affect the powers, preferences or special rights of the Series R Preferred Stock without the affirmative vote of the holders of a majority of the outstanding shares of Series R Preferred Stock, voting separately as a class.


(e)	Except as otherwise expressly provided herein, holders of Series R Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(a) Whenever quarterly dividends or other dividends or distributions payable on the Series R Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series R Preferred Stock shall have been paid in full, the Corporation shall not:


(i)	declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the Series R Preferred Stock;

(ii)

declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding-up) with the Series R Preferred Stock, except dividends paid ratably on the Series R Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii)

redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the Series R Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding-up) to the Series R Preferred Stock; or

(iv)

redeem, purchase or otherwise acquire for value any shares of Series R Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding-up) with the Series R Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series R Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.


(b)	The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares.

Any shares of Series R Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired promptly after the acquisition thereof. All such shares shall upon their retirement become authorized but unissued shares of Preferred Stock without designation as to series and may be reissued as part of a new series of Preferred Stock to be created by the Board of Directors as permitted by the certificate of incorporation of the Corporation or as otherwise permitted under Delaware law.

Section 6. Liquidation, Dissolution and Winding-up.

Upon any liquidation, dissolution or winding-up of the Corporation, no distribution shall be made (a) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the Series R Preferred Stock unless, prior thereto, the holders of shares of Series R Preferred Stock shall have received $1.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment; provided that the holders of shares of Series R Preferred Stock shall be entitled to receive an aggregate amount per share equal to (x) the Multiplier Number times

(y) the aggregate amount to be distributed per share to holders of Common Stock, or (b) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding-up) with the Series R Preferred Stock, except distributions made ratably on the Series R Preferred Stock and all such other parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up.

Section 7. Consolidation, Merger, etc.

If the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or any other property, then in any such case the shares of Series R Preferred Stock shall at the same time be similarly exchanged for or changed into an amount per share equal to (x) the Multiplier Number times (y) the aggregate amount of stock, securities, cash or any other property. as the case may be, into which or for which each share of Common Stock is changed or exchanged.

Section 8. No Redemption.

The Series R Preferred Stock shall not be redeemable.

Section 9. Rank.

The Series R Preferred Stock shall rank junior to all other series of the Preferred Stock as to the payment of dividends and the distribution of assets upon liquidation, dissolution and winding-up, unless the terms of such series shall specifically provide otherwise, and shall rank senior to the Common Stock as to such matters.

Section 10. Fractional Shares.

Series R Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series R Preferred Stock.

Exhibit V

6.5% Non-Cumulative Convertible Preferred Stock, Series T

Section 1. Designation.

The designation of the series of preferred stock shall be “6.5% Non-Cumulative Convertible Preferred Stock, Series T” (the “Convertible Preferred Stock”). Each share of Convertible Preferred Stock shall be identical in all respects to every other share of Convertible Preferred Stock. Convertible Preferred Stock will rank equally with Parity Stock, if any, will rank senior to Junior Stock and will rank junior to Senior Stock, if any, with respect to the payment of dividends and/or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

Section 2. Number of Shares.

The number of authorized shares of Convertible Preferred Stock shall be 66,700. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Convertible Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Convertible Preferred Stock.

Section 3. Definitions. As used herein with respect to Convertible Preferred Stock:

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent Members” has the meaning set forth in Section 23(c).

“Base Price” has the meaning set forth in Section 10(a).

“Board of Directors” has the meaning set forth in the recitals in the Certificate of Designation of 6.5% Non-Cumulative Convertible Preferred Stock, Series T of Citigroup Inc. filed on January 22, 2008.

“Closing Price” of the Common Stock on any date of determination means the closing sale price or, if no closing sale price is reported, the last reported sale price of the shares of the Common Stock on the New York Stock Exchange on such date. If the Common Stock is not traded on the New York Stock Exchange on any date of determination, the Closing Price of the Common Stock on such date of determination means the closing sale price as reported in the composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is so listed or quoted, or, if no closing sale price is reported, the last reported sale price on the principal U.S. national or regional securities exchange on which the Common Stock is so listed or quoted, or if the Common Stock is not so listed or quoted on a U.S. national or regional securities exchange, the last quoted bid price for the Common Stock in the over-the-counter market as reported by Pink Sheets LLC or similar organization, or, if that bid price is not available, the market price of the Common Stock on that date as determined by a nationally recognized investment banking firm (unaffiliated with the Company) retained by the Company for this purpose.

“Constituent Person” has the meaning set forth in Section 13(a).

“Conversion Agent” means the Transfer Agent acting in its capacity as conversion agent for the Convertible Preferred Stock, and its successors and assigns.

“Conversion at the Option of the Company Date” has the meaning set forth in Section 11(c).

“Conversion Date” has the meaning set forth in Section 8(e).

“Conversion Price” at any time means, for each share of Convertible Preferred Stock, a dollar amount equal to $50,000 divided by the Conversion Rate (initially approximately $33.73).

“Conversion Rate” means for each share of Convertible Preferred Stock, 1,482.3503 shares of Common Stock, subject to adjustment as set forth herein.

“Convertible Preferred Stock” shall have the meaning set forth in Section 1.

“Current Market Price” per share of Common Stock on any day means the average of the VWAP per share of Common Stock on each of the 10 consecutive Trading Days ending on the earlier of the day in question and the day before the Ex-date or other specified date with respect to the issuance or distribution requiring such computation, appropriately adjusted to take into account the occurrence during such period of any event described in Section 12.

“Depositary” means DTC or its nominee or any successor depositary appointed by the Company.

“Dividend Payment Date” shall have the meaning set forth in Section 4(a).

“Dividend Period” shall have the meaning set forth in Section 4(a).

“Dividend Record Date” shall have the meaning set forth in Section 4(a).

“Dividend Threshold Amount” shall have the meaning set forth in Section 12(a)(iv).

“DTC” means The Depository Trust Company.

“Ex-date” when used with respect to any issuance or distribution, means the first date on which the shares of Common Stock or other securities trade without the right to receive an issuance or distribution.

“Exchange Property” has the meaning set forth in Section 13(a).

“Expiration Time” has the meaning set forth in Section 12(a)(v).

“Fundamental Change” has the meaning set forth in Section 10(a).

“Global Preferred Stock” has the meaning set forth in Section 23(a).

“Holder” means the Person in whose name the shares of the Convertible Preferred Stock are registered, which may be treated by the Company, Transfer Agent, Registrar, paying agent and Conversion Agent as the absolute owner of the shares of Convertible Preferred Stock for the purpose of making payment and settling the related conversions and for all other purposes.

“Junior Stock” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Convertible Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“Make-Whole Acquisition” means the occurrence, prior to any Conversion Date, of one of the following:

(i)

a “person” or “group” within the meaning of Section 13(d) of the Exchange Act files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of common equity of the Company representing more than 50% of the voting power of the outstanding Common Stock; or

(ii)

consummation of any consolidation or merger of the Company or similar transaction or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the property and assets of the Company to any Person other than one of the Company’s subsidiaries, in each case pursuant to which the Common Stock will be converted into cash, securities or other property, other than pursuant to a transaction in which the Persons that “beneficially owned” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, voting shares of the Company immediately prior to such transaction beneficially own, directly or

indirectly, voting shares representing a majority of the total voting power of all outstanding classes of voting shares of the continuing or surviving Person immediately after the transaction;

provided, however, that a Make-Whole Acquisition will not be deemed to have occurred if at least 90% of the consideration received by holders of the Common Stock in the transaction or transactions consists of shares of common stock or depositary receipts in respect of common stock that are traded on a U.S. national securities exchange or securities exchange in the European Economic Area or that will be so traded when issued or exchanged in connection with a Make-Whole Acquisition.

“Make-Whole Acquisition Conversion” has the meaning set forth in Section 9(a).

“Make-Whole Acquisition Conversion Period” has the meaning set forth in Section 9(a).

“Make-Whole Acquisition Effective Date” has the meaning set forth in Section 9(a).

“Make-Whole Acquisition Stock Price” means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but including, the Make-Whole Acquisition Effective Date.

“Make-Whole Shares” has the meaning set forth in Section 9(b).

“Market Disruption Event” means any of the following events that has occurred:

(i)

any suspension of, or limitation imposed on, trading by any exchange or quotation system on which the Closing Price is determined pursuant to the definition of the Trading Day (a “Relevant Exchange”) during the one-hour period prior to the close of trading for the regular trading session on the Relevant Exchange (or for purposes of determining the VWAP per share of Common Stock any period or periods aggregating one half-hour or longer during the regular trading session on the relevant day) and whether by reason of movements in price exceeding limits permitted by the Relevant Exchange, or otherwise relating to Common Stock or in futures or options contracts relating to the Common Stock on the Relevant Exchange;

(ii)

any event (other than an event described in clause (iii)) that disrupts or impairs (as determined by the Company in its reasonable discretion) the ability of market participants during the one-hour period prior to the close of trading for the regular trading session on the Relevant Exchange (or for purposes of determining the VWAP per share of Common Stock any period or periods aggregating one half-hour or longer during the regular trading session on the relevant day) in general to effect transactions in, or obtain market values for, the Common Stock on the Relevant Exchange or to effect transactions in, or obtain market values for, futures or options contracts relating to the Common Stock on the Relevant Exchange; or

(iii)

the failure to open of the Relevant Exchange on which futures or options contracts relating to the Common Stock, are traded or the closure of such exchange prior to its respective scheduled closing time for the regular trading session on such day (without regard to after hours or any other trading outside of the regular trading session hours) unless such earlier closing time is announced by such exchange at least one hour prior to the earlier of the actual closing time for the regular trading session on such day, and the submission deadline for orders to be entered into such exchange for execution at the actual closing time on such day.

“Nonpayment” shall have the meaning set forth in Section 14(b)(i).

“Notice of Conversion at the Option of the Company” has the meaning set forth in Section 11(c).

“Officers’ Certificate” means a certificate signed (i) by the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller or the Chief Accounting Officer, and (ii) by the Treasurer and Head of Corporate Finance, any Assistant Treasurer, the General Counsel and Corporate Secretary or any Assistant Secretary of the Company, and delivered to the Conversion Agent.

“Parity Stock” means any class or series of stock of the Company hereafter authorized that ranks equally with the Convertible Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Company.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

“Purchased Shares” has the meaning set forth in Section 12(a)(v).

“Record Date” has the meaning set forth in Section 12(d).

“Reference Price” means the price paid per share of Common Stock in a Fundamental Change. If the holders of shares of Common Stock receive only cash in the Fundamental Change, the Reference Price shall be the cash amount paid per share. Otherwise the Reference Price shall be the average of the Closing Price per share of Common Stock on each of the 10 Trading Days up to, but not including, the effective date of the Fundamental Change.

“Registrar” means the Transfer Agent acting in its capacity as registrar for the Convertible Preferred Stock, and its successors and assigns.

“Relevant Exchange” has the meaning set forth above in the definition of Market Disruption Event.

“Reorganization Event” has the meaning set forth in Section 13(a).

“Senior Stock” means any class or series of stock of the Company ‘now existing or hereafter authorized which has preference or priority over the Convertible Preferred Stock as to the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“Trading Day” means, for purposes of determining a VWAP or Closing Price per share of Common Stock or a Closing Price, a Business Day on which the Relevant Exchange (as defined in the definition of Market Disruption Event) is scheduled to be open for business and on which there has not occurred or does not exist a Market Disruption Event.

“Transfer Agent” means The Bank of New York Mellon acting as Transfer Agent, Registrar, paying agent and Conversion Agent for the Convertible Preferred Stock, and its successors and assigns.

“Trust” shall have the meaning set forth in Section 6(d).

“VWAP” per share of the Common Stock on any Trading Day means the per share volume-weighted average price as displayed under the heading Bloomberg VWAP on Bloomberg page C UN <equity> AQR (or its equivalent successor if such page is not available) in respect of the period from the open of trading on the relevant Trading Day until the close of trading on the relevant Trading Day (or if such volume-weighted average price is unavailable, the market price of one share of Common Stock on such Trading Days determined, using a volume-weighted average method, by a nationally recognized investment banking firm (unaffiliated with the Company) retained for this purpose by the Company).

Section 4. Dividends.

(a)

Rate. Holders shall be entitled to receive, if, as and when declared by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $50,000 per share of Convertible Preferred Stock, and no more, payable quarterly in arrears on each February 15, May 15, August 15 and November 15; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, unless that day falls in the next calendar year, in which case payment of such dividend will occur on the immediately preceding Business Day (in either case, without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Convertible Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Convertible Preferred Stock will accrue on the liquidation preference of $50,000 per share at a rate per annum equal to 6.5%. The record date for payment of dividends on the Convertible Preferred Stock will be the fifteenth day of the calendar month immediately preceding the month during which the Dividend Payment Date falls or such other record date fixed by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date

will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable will be computed on the basis of a 360-day year of twelve 30-day months.

(b)

Non-Cumulative Dividends. If the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof does not declare a dividend on the Convertible Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time whether or not dividends on the Convertible Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent Dividend Period with respect to Convertible Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Company. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c)

Priority of Dividends. So long as any share of Convertible Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Convertible Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any of Junior Stock, or make any guarantee payment with respect thereto, other than:


(i)	purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;


(ii)	purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current dividend period, including under a contractually binding stock repurchase plan;


(iii)	as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;


(iv)	the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;


(v)	the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or


(vi)	the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The foregoing restriction, however, will not apply to any Junior Stock dividends paid by the Company where the dividend stock is the same stock as that on which the dividend is being paid. Except as provided below, for so long as any share of Convertible Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Convertible Preferred Stock and any Parity Stock, all dividends declared upon shares of Convertible Preferred Stock and any Parity Stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Convertible Preferred Stock and accrued dividends for the then-current Dividend Period per share of any Parity Stock (including, in the case of any such Parity Stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

(e)

Conversion Following A Record Date. If a Conversion Date for any shares of Convertible Preferred Stock is prior to the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, the Holder of such shares will not be entitled to any such dividend. If the Conversion Date for any shares of Convertible Preferred Stock is after the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, but prior to the corresponding Dividend Payment Date, the Holder of such shares shall be entitled to

receive such dividend, notwithstanding the conversion of such shares prior to the Dividend Payment Date. However, such shares, upon surrender for conversion, must be accompanied by funds equal to the dividend on such shares; provided that no such payment need be made (i) if the Company has issued a notice of redemption of the Convertible Preferred Stock, (ii) if the Company has issued a notice of conversion at its option of the Convertible Preferred Stock, or (iii) if a conversion is made in connection with a Make-Whole Acquisition or Fundamental Change, in each case in accordance with the terms hereof.

Section 5. Liquidation Rights.

(a)

Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Convertible Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $50,000 per share, plus any accrued dividends thereon from the last dividend payment date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b)


(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)

Section 6. Redemption.

(a)

Notwithstanding the foregoing, the Company, at the option of its Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may redeem out of funds legally available therefor, at any time, in whole but not in part, the shares of Convertible Preferred Stock at the time outstanding if the aggregate liquidation preference of such shares is equal to 5% or less of the aggregate liquidation preference of the shares of Convertible Preferred Stock originally issued by the Company, upon notice as provided in Section 6(b) below, and at a redemption price equal to $50,000 per share, plus any accrued dividends thereon from the last dividend payment date to, but excluding, the date of redemption.

(b)

Notice of Redemption. Notice of every redemption of shares of Convertible Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Convertible Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Convertible Preferred Stock. Each notice shall state:


(i)	the redemption date;


(ii)	the number of shares of Convertible Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;


(iii)	the redemption price;


(iv)	the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and


(v)	that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the Convertible Preferred Stock is held in book-entry form through DTC, the Company may give such notice in any manner permitted by DTC.

(c)

Partial Redemption. In case of any redemption of only part of the shares of Convertible Preferred Stock at the time outstanding, the shares of Convertible Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Convertible Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Convertible Preferred Stock shall be redeemed from time to time.

(d)


(e)	Conversion Prior to Redemption. If the Convertible Preferred Stock has been called for redemption, a holder will be entitled to convert the Convertible Preferred Stock from the date of notice of the redemption until the close of business on the second Business Day immediately preceding the date of redemption.

Section 7. Right of the Holders to Convert.

Each Holder shall have the right, at such Holder’s option, to convert all or any portion of such Holder’s Convertible Preferred Stock at any time into shares of Common Stock at the Conversion Rate per share of Convertible Preferred Stock (subject to the conversion procedures of Section 8), plus cash in lieu of fractional shares.

Section 8. Conversion Procedures.

(a)

Conversion Date. Effective immediately prior to the close of business on any applicable Conversion Date, dividends shall no longer be declared on any such converted shares of Convertible Preferred Stock and such shares of Convertible Preferred Stock shall cease to be outstanding, in each case, subject to the right of Holders to receive any declared and unpaid dividends on such shares and any other payments to which they are otherwise entitled pursuant to the terms hereof.

(b)

Rights Prior to Conversion. No allowance or adjustment, except pursuant to Section 12, shall be made in respect of dividends payable to holders of the Common Stock of record as of any date prior to the close of business on any applicable Conversion Date. Prior to the close of business on any applicable Conversion Date, shares of Common Stock issuable upon conversion of, or other securities issuable upon conversion of, any shares of Convertible Preferred Stock shall not be deemed outstanding for any purpose, and Holders shall have no rights with respect to the Common Stock or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the Common Stock or other securities issuable upon conversion and rights to receive any dividends or other distributions on the Common Stock or other securities issuable upon conversion) by virtue of holding shares of Convertible Preferred Stock.

(c)

Reacquired Shares. Shares of Convertible Preferred Stock duly converted in accordance with this Certificate of Designation, or otherwise reacquired by the Company, will resume the status of authorized and unissued preferred stock, undesignated as to series and available for future issuance. The Company may from time-to-time take such appropriate action as may be necessary to reduce the authorized number of shares of Convertible Preferred Stock.

(d)

Record Holder as of Conversion Date. The Person or Persons entitled to receive the Common Stock and/or cash, securities or other property issuable upon conversion of Convertible Preferred Stock shall be treated for all purposes as the record holder(s) of such shares of Common Stock and/or securities as of the close of business on any applicable Conversion Date. In the event that a Holder shall not by written notice designate the name in which shares of Common Stock and/or cash, securities or other property (including payments of cash in lieu of fractional shares) to be issued or paid upon conversion of shares of Convertible Preferred Stock should be registered or paid or the manner in which such shares should be delivered, the Company shall be entitled to register and deliver such shares, and make such payment, in the name of the Holder and in the manner shown on the records of the Company or, in the case of global certificates, through book-entry transfer through the Depositary.


(e)	Conversion Procedure. On the date of any conversion, if a Holder’s interest is in certificated form, a Holder must do each of the following in order to convert:


(i)	complete and manually sign the conversion notice provided by the Conversion Agent, or a facsimile of the conversion notice, and deliver this irrevocable notice to the Conversion Agent;


(ii)	surrender the shares of Convertible Preferred Stock to the Conversion Agent;


(iii)	if required, furnish appropriate endorsements and transfer documents;


(iv)	if required, pay any stock transfer, documentary, stamp or similar taxes not payable by the Company pursuant to Section 24; and


(v)	if required, pay funds equal to any declared and unpaid dividend payable on the next Dividend Payment Date to which such Holder is entitled.

If a Holder’s interest is a beneficial interest in a global certificate representing Convertible Preferred Stock, in order to convert a Holder must comply with clauses (iii) through (v) listed above and comply with the Depositary’s procedures for converting a beneficial interest in a global security. The date on which a Holder complies with the procedures in this clause (ii) is the “Conversion Date.” The Conversion Agent shall, on a Holder’s behalf, convert the Convertible Preferred Stock into shares of Common Stock, in accordance with the terms of the notice delivered by such Holder described in clause (i) above.

Section 9. Conversion Upon Make-Whole Acquisition.

(a)

Make-Whole Acquisition Conversion. In the event of a Make-Whole Acquisition, each Holder shall have the option to convert its shares of Convertible Preferred Stock (a “Make-Whole Acquisition Conversion”) during the period (the “Make-Whole Acquisition Conversion Period”) beginning on the effective date of the Make-Whole Acquisition (the “Make-Whole Acquisition Effective Date”) and ending on the date that is 30 days after the Make-Whole Acquisition Effective Date and receive an additional number of shares of Common Stock in the form of Make-Whole Shares as set forth in clause (b) below.


(b)	Number of Make-Whole Shares. The number of “Make-Whole Shares” shall be determined for the Convertible Preferred Stock by reference to the table below for the applicable Make-Whole Acquisition Effective Date and the applicable Make-Whole Acquisition Stock Price:



	Stock Price
Effective Date	$26.35	$29.00	$31.50	$34.00	$36.50	$39.00	$41.50	$45.00	$50.00	$55.00	$60.00	$70.00	$80.00
January 17, 2008	415.0586	336.6450	280.8732	237.7517	203.8817	176.8906	155.0925	131.0448	105.8382	87.7535	74.3142	55.9120	44.0147
February 15, 2009	415.0586	335.6342	277.8014	233.2029	198.3240	170.6875	148.5209	124.2930	99.2609	81.6261	68.7560	51.5750	40.7288
February 15, 2010	407.7693	323.3739	263.5573	217.7120	182.0825	154.1127	131.9261	108.0402	83.9517	67.5097	55.8939	41.0257	32.1297
February 15, 2011	395.7941	307.9461	245.7090	198.1091	161.3901	132.8521	110.5226	86.9818	64.1080	49.3099	39.4578	27.8596	21.5687
February 15, 2012	381.2183	289.4432	223.9699	173.5976	134.6697	104.5878	61.4242	57.8404	36.6760	24.6960	17.9378	11.5860	9.0663
February 15, 2013	357.8192	261.7929	193.6996	140.8052	98.3019	63.0255	33.5871	4.8144	0.0000	0.0000	0.0000	0.0000	0.0000
February 15, 2014	332.5456	231.2139	162.2294	112.0320	74.8500	46.3888	24.1098	3.2856	0.0000	0.0000	0.0000	0.0000	0.0000
February 15, 2015	305.5166	179.3119	85.2333	2.7684	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0 0000	0.0000


(i)	The exact Make-Whole Acquisition Stock Prices and Make-Whole Acquisition Effective Dates may not be set forth on the table, in which case:

(A)

if the Make-Whole Acquisition Stock Price is between two Make-Whole Acquisition Stock Price amounts on the table or the Make-Whole Acquisition Effective Dates are between two dates on the table, the number of Make-Whole Shares will be determined by straight-line interpolation between the number of Make-Whole Shares set forth for the higher and lower Make-Whole Acquisition Stock Price amounts and the two Make-Whole Acquisition Effective Dates, as applicable, based on a 365-day year;


(B)	if the Make-Whole Acquisition Stock Price is in excess of $80.00 per share (subject to adjustment pursuant to Section 12), no Make-Whole Shares will be issued upon conversion of the Convertible Preferred Stock; and


(C)	if the Make-Whole Acquisition Stock Price is less than $26.35 per share (subject to adjustment pursuant to Section 12), no Make-Whole Shares will be issued upon conversion of the Convertible Preferred Stock.

(ii)

The Make-Whole Acquisition Stock Prices set forth in the table above are subject to adjustment pursuant to Section 12 and shall be adjusted as of any date the Conversion Rate is adjusted. The adjusted Make-Whole Acquisition Stock Prices will equal the Make-Whole Acquisition Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Make-Whole Acquisition Stock Prices adjustment and the denominator of which is the Conversion Rate as so adjusted. Each of the number of Make-Whole Shares in the table shall also be subject to adjustment in the same manner as the Conversion Rate pursuant to Section 12.

(c)

Initial Make-Whole Acquisition Notice. On or before the twentieth day prior to the date on which the Company anticipates consummating the Make-Whole Acquisition (or, if later, promptly after the Company discovers that the Make-Whole Acquisition will occur), a written notice shall be sent by or on behalf of the Company, by first-class mail, postage prepaid, to the Holders as they appear in the records of the Company. Such notice shall contain:


(i)	the date on which the Make-Whole Acquisition is anticipated to be effected, and whether such Make-Whole Acquisition is anticipated to be a Fundamental Change; and


(ii)	the date, which shall be 30 days after the anticipated Make-Whole Acquisition Effective Date, by which the Make-Whole Acquisition Conversion option must be exercised.


(d)	Second Make-Whole Acquisition Notice. On the Make-Whole Acquisition Effective Date, another written notice shall be sent by or on behalf of the Company, by first-class mail, postage prepaid, to the Holders as they appear in the records of the Company. Such notice shall contain:


(i)	the date that shall be 30 days after the Make-Whole Acquisition Effective Date;


(ii)	the number of Make-Whole Shares and, if such Make-Whole Acquisition is a Fundamental Change, the Base Price;


(iii)	the amount of cash, securities and other consideration payable per share of Common Stock and Convertible Preferred Stock; and


(iv)	the instructions a Holder must follow to exercise its conversion option in connection with such Make-Whole Acquisition, including pursuant to Section 10, if applicable.

(e)

Make-Whole Acquisition Conversion Procedure. To exercise a Make-Whole Acquisition Conversion option, a Holder must, no later than 5:00 p.m., New York City time, on or before the date by which the Make-Whole Acquisition Conversion option must be exercised as specified in the notice delivered under clause (d) above, comply with the procedures set forth in Section 8(e) and indicate that it is exercising its Make-Whole Acquisition Conversion option.


(f)	Unconverted Shares Remain Outstanding. If a Holder does not elect to exercise the Make-Whole Acquisition Conversion option pursuant to this Section 9, the shares of Convertible Preferred Stock or successor security held by it will remain outstanding (subject to such Holder electing to exercise its Fundamental Change conversion option, if any, in accordance with Section 10).

(g)

Delivery Following Make-Whole Acquisition Conversion. Upon a Make-Whole Acquisition Conversion, the Conversion Agent shall, except as otherwise provided in the instructions provided by the Holder in the written notice provided to the Company or its successor as set forth in Section 8(d) above, deliver to the Holder such cash, securities or other property as are issuable with respect to Make-Whole Shares in the Make-Whole Acquisition.

(h)

Partial Make-Whole Acquisition Conversion. In the event that a Make-Whole Acquisition Conversion is effected with respect to shares of Convertible Preferred Stock or a successor security representing less than all the shares of Convertible Preferred Stock or a successor security held by a Holder, upon such Make-Whole Acquisition Conversion the Company or its successor shall execute and the Conversion Agent shall, unless otherwise instructed in writing, countersign and deliver to such Holder, at the expense of the Company or its successors, a certificate evidencing the shares of Convertible Preferred Stock or such successor security held by the Holder as to which a Make-Whole Acquisition Conversion was not effected.

Section 10. Conversion Upon Fundamental Change.

(a)

Fundamental Change Conversion. If the Reference Price in connection with a Make-Whole Acquisition is less than the Conversion Price (a “Fundamental Change”), a Holder may convert each share of Convertible Preferred Stock during the period beginning on the effective date of the Fundamental Change and ending on the date that is 30 days after the effective date of such Fundamental Change at an adjusted Conversion Price equal to the greater of (1) the Reference Price and (2) $18.45, subject to adjustment as described in clause (b) below (the “Base Price”).

(b)

Base Price Adjustment. The Base Price shall be adjusted as of any date the Conversion Rate of the Convertible Preferred Stock is adjusted pursuant to Section 12. The adjusted Base Price shall equal the Base Price applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Base Price adjustment and the denominator of which is the Conversion Rate as so adjusted.


(c)	Cash Alternative. In lieu of issuing Common Stock upon conversion in the event of a Fundamental Change, the Company may at its option, and if it obtains any necessary regulatory approval, pay an amount in cash (computed to the nearest cent) equal to the Reference Price for each share of Common Stock otherwise issuable upon conversion.

(d)

Fundamental Change Conversion Procedure. To exercise its conversion option upon a Fundamental Change, a Holder must, no later than 5:00 p.m., New York City time, on or before the date by which the conversion option upon the Fundamental Change must be exercised as specified in the notice delivered under Section 9(d) above, comply with the procedures set forth in Section 8(e) and indicate that it is exercising its Fundamental Change conversion option.


(f)	Unconverted Shares Remain Outstanding. If a Holder does not elect to exercise its conversion option upon a Fundamental Change pursuant to this Section 10, the shares of Convertible Preferred Stock or successor security held by it will remain outstanding (subject to such Holder electing to exercise its Make-Whole Acquisition Conversion option, if any, in accordance with Section 9).

(g)

Delivery Following Fundamental Change Conversion. Upon a conversion upon a Fundamental Change, the Conversion Agent shall, except as otherwise provided in the instructions provided by the Holder in the written notice provided to the Company or its successor as set forth in Section 8(d) above, deliver to the Holder such cash, securities or other property as are issuable with respect to the adjusted Conversion Price following the Fundamental Change.

(h)

Partial Fundamental Change Conversion. In the event that a conversion upon a Fundamental Change is effected with respect to shares of Convertible Preferred Stock or a successor security representing less than all the shares of Convertible Preferred Stock or a successor security held by a Holder, upon such conversion the Company or its successor shall execute and the Conversion Agent shall, unless otherwise instructed in writing, countersign and deliver to such Holder, at the expense of the Company, a certificate evidencing the shares of Convertible Preferred Stock or such successor security held by the Holder as to which a conversion upon a Fundamental Change was not effected.

Section 11. Conversion at the Option of the Company.

(a)

Company Conversion Right. On or after February 15, 2013, the Company shall have the right, at its option, at any time or from time to time to cause some or all of the Convertible Preferred Stock to be converted into shares of Common Stock at the then-applicable Conversion Rate if, for 20 Trading Days within any period of 30 consecutive Trading Days ending on the Trading Day preceding the date the Company delivers a Notice of Conversion at the Option of the Company, the Closing Price of the Common Stock exceeds 130% of the then-applicable Conversion Price of the Convertible Preferred Stock.

(b)

Partial Conversion. If the Company elects to cause less than all the shares of the Convertible Preferred Stock to be converted under clause (a) above, the Conversion Agent shall select the Convertible Preferred Stock to be converted on a pro rata basis, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof determines to be fair and equitable. If the Conversion Agent selects a portion of a Holder’s Convertible Preferred Stock for partial conversion at the option of the Company and such Holder converts a portion of its shares of Convertible Preferred Stock, the converted portion will be deemed to be from the portion selected for conversion at the option of the Company under this Section 11.

(c)

Conversion Procedure. In order to exercise the conversion right described in this Section 11, the Company shall provide notice of such conversion to each Holder (such notice, a “Notice of Conversion at the Option of the Company”) The Conversion Date shall be a date selected by the Company (the “Conversion at the Option of the Company Date”) and shall be no more than 20 days after the date on which the Company provides such Notice of Conversion at the Option of the Company. In addition to any information required by applicable law or regulation, the Notice of Conversion at the Option of the Company shall state, as appropriate:


(i)	the Conversion at the Option of the Company Date;


(ii)	the number of shares of Common Stock to be issued upon conversion of each share of Convertible Preferred Stock and, if fewer than all the shares of a Holder are to be converted, the number of such shares to be converted; and


(iii)	the number of shares of Convertible Preferred Stock to be converted.

Section 12. Anti-Dilution Adjustments.


(a)	Adjustments. The Conversion Rate will be subject to adjustment, without duplication under the following circumstances:


(i)	the issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Conversion Rate will be adjusted based on the following formula:



CR1 = CR0 x (OS1 / OS0)

where,

CR0	=	the Conversion Rate in effect at the close of business on the Record Date
CR1	=	the Conversion Rate in effect immediately after the Record Date
OS0	=	the number of shares of Common Stock outstanding at the close of business on the Record Date prior to giving effect to such event
OS1	=	the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such event

Notwithstanding the foregoing, no adjustment will be made for the issuance of Common Stock as a dividend or distribution to all holders of Common Stock that is made in lieu of a quarterly or annual cash dividend or distribution to such holders, to the extent such dividend or distribution does not exceed the applicable Dividend Threshold Amount. The amount of any such dividend or distribution will equal the number of such shares being issued multiplied by the average of the VWAP of the Common Stock over each of the five consecutive Trading Days prior to the Ex-date for such dividend or distribution.

(ii)

the issuance to all holders of Common Stock of certain rights or warrants entitling them for a period expiring 60 days or less from the date of issuance of such rights or warrants to purchase shares of Common Stock (or securities convertible into Common Stock) at less than (or having a conversion price per share less than) the Current Market Price as of the Record Date, in which event each Conversion Rate will be adjusted based on the following formula:



CR1 =CRox(OSo+X)/(OSo+Y)

where,

CR0	=	the Conversion Rate in effect at the close of business on the Record Date
CR1	=	the Conversion Rate in effect immediately after the Record Date
OS0	=	the number of shares of Common Stock outstanding at the close of business on the Record Date
X	=	the total number of shares of Common Stock issuable pursuant to such rights (or upon conversion of such securities)
Y	=	the aggregate price payable to exercise such rights (or the conversion price for such securities paid upon conversion) divided by the average of the VWAP of the Common Stock over each of the ten consecutive Trading Days prior to the Business Day immediately preceding the announcement of the issuance of such rights.

However, the Conversion Rate will be readjusted to the extent that any such rights or warrants are not exercised prior to their expiration.

(iii) the dividend or other distribution to all holders of Common Stock of shares of capital stock of the Company (other than common stock) or evidences of its indebtedness or its assets (excluding any dividend, distribution or issuance covered by clauses (i) or (ii) above or (iv) or (v) below) in which event the Conversion Rate will be adjusted based on the following formula:



CR1 = CR0 x SP0 / (SP0-FMV)

where,

CR0	=	the Conversion Rate in effect at the close of business on the Record Date
CR1	=	the Conversion Rate in effect immediately after the Record Date
SP0	=	the Current Market Price as of the Record Date
FMV	=	the fair market value (as determined by the Board of Directors) on the Record Date of the shares of capital stock of the Company, evidences of indebtedness or assets so distributed, expressed as an amount per share of Common Stock

However, if the transaction that gives rise to an adjustment pursuant to this clause (iii) is one pursuant to which the payment of a dividend or other distribution on Common Stock consists of shares of capital stock of the Company of, or similar equity interests in, a subsidiary or other business unit of ours, (i.e., a spin-off) that are, or, when issued, will be, traded on a U.S. securities exchange or quoted on the Nasdaq Capital Market, then the Conversion Rate will instead be adjusted based on the following formula:



CR1 = CR0 x (FMV0 + MP0)/MP0

where,

CR0	=	the Conversion Rate in effect at the close of business on the Record Date
CR1	=	the Conversion Rate in effect immediately after the Record Date
FMV0	=	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
MP0	=	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:



CR1 = CR0 x SP0/ (SP0 -C)

where,

CR0	=	the Conversion Rate in effect at the close of business on the Record Date
CR1	=	the Conversion Rate in effect immediately after the Record Date
SP0	=	the Current Market Price as of the Record Date
C	=	the amount in cash per share the Company distributes to holders in the event of a regular quarterly or annual dividend, less the dividend threshold amount

The dividend threshold amount is subject to adjustment on an inversely proportional basis whenever the Conversion Rate is adjusted, provided that no adjustment will be made to the dividend threshold amount for any adjustment made to the Conversion Rate pursuant to this clause (iv).

(v)

the Company or one or more of its subsidiaries make purchases of Common Stock pursuant to a tender offer or exchange offer by the Company or a subsidiary of the Company for Common Stock to the extent that the cash and value of any other consideration included in the payment per share of Common Stock validly tendered or exchanged exceeds the VWAP per share of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), in which event the Conversion Rate will be adjusted based on the following formula:



CR1 = CR0 x [(FMV + (SP1 x OS1)] / (SP1 x OS0)

where,

CR0	=	the Conversion Rate in effect at the close of business on the expiration date
CR1	=	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”)
OS1	=	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
OS0	=	the number of shares of Common Stock outstanding at the Expiration Time, including any Purchased Shares
SP1	=	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:

(A) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in Common Stock under any plan;


(B)	upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; or


(C)	upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the date the Convertible Preferred Stock was first issued.


(iv)	No adjustment to the Conversion Rate need be made for a transaction referred to in Section 12.01 (a)(i), (ii), (iii), (iv) or (v) if Holders may participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction.


(v)	No adjustment to the Conversion Rate need be made for a change in the par value or no par value of the Common Stock.


(vi)	No adjustment to the Conversion Rate will be made to the extent that such adjustment would result in the Conversion Price being less than the par value of the Common Stock.


(vii)	Notwithstanding any other provision herein to the contrary, in the event of an adjustment pursuant to Section 12.01(a)(iv) or (v), in no event will the conversion rate following such adjustment exceed 1,897.4084, subject to adjustment pursuant to Section 12.01 (a)(i), (ii) or (iii).

(d)

Record Date. For purposes of this Section 12, “Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of the Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).


(e)	Successive Adjustments. After an adjustment to the Conversion Rate under this Section 12, any subsequent event requiring an adjustment under this Section 12 shall cause an adjustment to such Conversion Rate as so adjusted.


(f)	Multiple Adjustments. For the avoidance of doubt, if an event occurs that would trigger an adjustment to the Conversion Rate pursuant to this Section 12 under more than one subsection hereof, such event, to the extent fully taken into account in a single adjustment, shall not result in multiple adjustments hereunder.

(g)

Other Adjustments. The Company may, but shall not be required to, make such increases in the Conversion Rate, in addition to those required by this Section, as the Board of Directors considers to be advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes or for any other reason.


(h)	Notice of Adjustments. Whenever a Conversion Rate is adjusted as provided under Section 12, the Company shall within 10 Business Days following the occurrence of an event that requires such adjustment (or if the Company is not aware of such occurrence, as soon as reasonably practicable after becoming so aware) or the date the Company makes an adjustment pursuant to Section 12(g):


(i)	compute the adjusted applicable Conversion Rate in accordance with Section 12 and prepare and transmit to the Conversion Agent an Officers’ Certificate setting forth the applicable Conversion Rate, as the case may be, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and


(ii)	provide a written notice to the Holders of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to the applicable Conversion Rate was determined and setting forth the adjusted applicable Conversion Rate.

(i)

Conversion Agent. The Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist that may require any adjustment of the applicable Conversion Rate or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Conversion Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 12(h) and any adjustment contained therein and the Conversion Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, that may at the time be issued or delivered with respect to any Convertible Preferred Stock; and the Conversion Agent makes no representation with respect thereto. The Conversion Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a conversion of

Convertible Preferred Stock or to comply with any of the duties, responsibilities or covenants of the Company contained in this Section 12.

(j)

Fractional Shares. No fractional shares of Common Stock will be issued to holders of the Convertible Preferred Stock upon conversion. In lieu of fractional shares otherwise issuable, holders will be entitled to receive an amount in cash equal to the fraction of a share of Common Stock, calculated on an aggregate basis in respect of the shares of Convertible Preferred Stock being converted, multiplied by the Closing Price of the Common Stock on the Trading Day immediately preceding the applicable Conversion Date.

Section 13. Adjustment for Reorganization Events.


(a)	Reorganization Events. In the event of:


(1)	any consolidation or merger of the Company with or into another person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities other property of the Company or another corporation);


(2)	any sale, transfer, lease or conveyance to another person of all or substantially all the property and assets of the Company; or

(3)

any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition) or any binding share exchange which reclassifies or changes its outstanding Common Stock; each of which is referred to as a “Reorganization Event,” each share of the Convertible Preferred Stock outstanding immediately prior to such Reorganization Event will, without the consent of the holders of the Convertible Preferred Stock, become convertible into the kind and amount of securities, cash and other property (the “Exchange Property”) receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the applicable Conversion Date) per share of Common Stock by a holder of Common Stock that is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates; provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof, then for the purpose of this Section 13(a), the kind and amount of securities, cash and other property receivable upon such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or of all such holders if none make an election). On each Conversion Date following a Reorganization Event, the Conversion Rate then in effect will be applied to the value on such Conversion Date of such securities, cash or other property received per share of Common Stock, as determined in accordance with this Section 13.

(b)

Exchange Property Election. In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive shall be deemed to be the types and amounts of consideration received by the holders of the shares of Common Stock that affirmatively make an election (or of all such holders if none make an election). The amount of Exchange Property receivable upon conversion of any Convertible Preferred Stock in accordance with the terms hereof shall be determined based upon the Conversion Rate in effect on such Conversion Date.


(c)	Successive Reorganization Events. The above provisions of this Section 13 shall similarly apply to successive Reorganization Events and the provisions of Section 12 shall apply to any shares of capital stock of the Company (or any successor) received by the holders of the Common Stock in any such Reorganization Event.


(d)	Reorganization Event Notice. The Company (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 13.

Section 14. Voting Rights.


(a)	General. The Holders shall not be entitled to vote on any matter except as set forth in Section 14(b) below or as required by Delaware law.


(b)	Special Voting Right.

(i)

Voting Right. If and whenever dividends on the Convertible Preferred Stock or any other class or series of preferred stock that ranks on parity with Convertible Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 14(b)(i) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least six quarterly Dividend Periods (whether consecutive or not) (a “Nonpayment”), the number of directors constituting the Board of Directors shall be increased by two, and the Holders (together with holders of any class or series of the Company’s authorized preferred stock having equivalent voting rights), shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the Holders and the holders of any such other class or series shall not be entitled to elect such directors to the extent such election would cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors, and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders and any other class or series of preferred stock that ranks on parity with the Convertible Preferred Stock as to payment of dividends and having equivalent voting rights is a “Preferred Stock Director.”

(ii)

Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any other class or series of stock of the Company that ranks on parity with Convertible Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 14(b)(i) above, the secretary of the Company may, and upon the written request of the Holders of at least 20% of the Convertible Preferred Stock or the holders of at least 20% of such other series (addressed to the secretary at the Company’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the Holders and any other class or series of preferred stock that ranks on parity with Convertible Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid for the election of the two directors to be elected by them as provided in Section 14(b)(iii) below. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii)

Notice of Special Meeting. Notice for a special meeting will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 14(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting will hold office until the next annual meeting of the stockholders of the Company unless they have been previously terminated or removed pursuant to Section 14(b)(iv). In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by the vote of the Holders (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the stockholders.

(iv)

Termination; Removal. Whenever the Company has paid full dividends for at least four consecutive quarterly dividend periods following a Nonpayment on the Convertible Preferred Stock and any other class or series of non-cumulative preferred stock ranking on parity with Convertible Preferred Stock as to payment of dividends, if any, and has paid cumulative dividends in full on any class or series of cumulative preferred stock ranking on parity with the Convertible Preferred Stock as to payment of dividends (in each case, upon which equivalent voting rights to those set forth in Section 14(b)(iii) have been conferred and are exercisable), then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Stock Directors will immediately terminate, and the number of directors constituting the Board of Directors will be reduced accordingly. Any Preferred Stock Director may be removed at any time without cause by the Holders of a majority of the outstanding shares of

the Convertible Preferred Stock (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 14(b).

(c)

Senior Issuances; Adverse Changes. So long as any shares of Convertible Preferred Stock are outstanding, the vote or consent of the Holders of at least two-thirds of the shares of Convertible Preferred Stock at the time outstanding, voting as a class with all other series of preferred stock ranking equally with the Convertible Preferred Stock and entitled to vote thereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:


(i)	any amendment, alteration or repeal of any provision of the Company’s Certificate of Incorporation (including the certificate of designation creating the Convertible Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences or special rights of the Convertible Preferred Stock so as to affect them adversely;

(ii)

any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock ranking prior to the Convertible Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding-up of the Company; or

(iii)

the consummation of a binding share exchange or reclassification involving the Convertible Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Convertible Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Convertible Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Convertible Preferred Stock prior to such merger or consolidation), and (ii) such Convertible Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Convertible Preferred Stock, taken as a whole;

provided, however, that any increase in the amount of the authorized or issued Convertible Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Convertible Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Convertible Preferred Stock and Holders will have no right to vote on such an increase, creation or issuance.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 14(c) would adversely affect one or more but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu of all other series of preferred stock).

(d)

No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 14(b) or (c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Convertible Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 15. Preemption.

The Holders shall not have any rights of preemption.

Section 16. Rank.

Section 17. Repurchase.

Subject to the limitations imposed herein, the Company may purchase and sell Convertible Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine; provided, however, that the Company shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Company is, or by such purchase would be rendered insolvent; provided, further, however, that in the event that the Company beneficially owns any Convertible Preferred Stock, the Company will procure that voting rights in respect of such Convertible Preferred Stock are not exercised.

Section 18. Unissued or Reacquired Shares.

Shares of Convertible Preferred Stock not issued or which have been issued and converted, redeemed or otherwise purchased or acquired by the Company shall be restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 19. No Sinking Fund.

Shares of Convertible Preferred Stock are not subject to the operation of a sinking fund.

Section 20. Reservation of Common Stock.

(a)

Sufficient Shares. The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock or shares acquired by the Company, solely for issuance upon the conversion of shares of Convertible Preferred Stock as provided in this Certificate of Designation, free from any preemptive or other similar rights, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the shares of Convertible Preferred Stock then outstanding, assuming that the Conversion Price equaled the Base Price. For purposes of this Section 20(a), the number of shares of Common Stock that shall be deliverable upon the conversion of all outstanding shares of Convertible Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder.

(b)

Use of Acquired Shares. Notwithstanding the foregoing, the Company shall be entitled to deliver upon conversion of shares of Convertible Preferred Stock, as herein provided, shares of Common Stock acquired by the Company (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such acquired shares are free and clear of all liens, charges, security interests or encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).


(c)	Free and Clear Delivery. All shares of Common Stock delivered upon conversion of the Convertible Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).

(d)

Compliance with Law. Prior to the delivery of any securities that the Company shall be obligated to deliver upon conversion of the Convertible Preferred Stock, the Company shall use its reasonable best efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority.

(e)

Listing. The Company hereby covenants and agrees that, if at any time the Common Stock shall be listed on the New York Stock Exchange or any other national securities exchange or automated quotation system, the Company will, if permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all the Common Stock issuable upon conversion of the Convertible Preferred Stock; provided, however, that if the rules of such exchange or automated quotation system require the Company to defer the listing of such Common Stock until the first conversion of

Convertible Preferred Stock into Common Stock in accordance with the provisions hereof, the Company covenants to list such Common Stock issuable upon conversion of the Convertible Preferred Stock in accordance with the requirements of such exchange or automated quotation system at such time.

Section 21. Transfer Agent, Conversion Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Conversion Agent, Registrar and paying agent for the Convertible Preferred Stock shall be The Bank of New York Mellon. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 22. Replacement Certificates.

(a)

(b)

Certificates Following Conversion. If physical certificates are issued, the Company shall not be required to issue any certificates representing the Convertible Preferred Stock on or after the applicable Conversion Date. In place of the delivery of a replacement certificate following the applicable Conversion Date, the Transfer Agent, upon delivery of the evidence and indemnity described in clause (a) above, shall deliver the shares of Common Stock pursuant to the terms of the Convertible Preferred Stock formerly evidenced by the certificate.

Section 23. Form.

(a)

Global Preferred Stock. Convertible Preferred Stock may be issued in the form of one or more permanent global shares of Convertible Preferred Stock in definitive, fully registered form with a global legend in substantially the form attached hereto as Exhibit A (each, a “Global Preferred Stock”), which is hereby incorporated in and expressly made a part of this Certificate of Designation. The Global Preferred Stock may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). The aggregate number of shares represented by each Global Preferred Stock may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided. This Section 23(a) shall apply only to a Global Preferred Stock deposited with or on behalf of the Depositary.

(b)

Delivery to Depositary. If Global Preferred Stock is issued, the Company shall execute and the Registrar shall, in accordance with this Section, countersign and deliver initially one or more Global Preferred Stock that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to the Depositary or pursuant to instructions received from the Depositary or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar.

(c)

Agent Members. If Global Preferred Stock is issued, members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Certificate of Designation with respect to any Global Preferred Stock held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary or under such Global Preferred Stock, and the Depositary may be treated by the Company, the Registrar and any agent of the Company or the Registrar as the absolute owner of such Global Preferred Stock for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Registrar or any agent of the Company or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Stock. If Global Preferred Stock is issued, the Depositary may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Convertible Preferred Stock, this Certificate of Designation or the Certificate of Incorporation.

(d)

Physical Certificates. Owners of beneficial interests in any Global Preferred Stock shall not be entitled to receive physical delivery of certificated shares of Convertible Preferred Stock, unless (x) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for the Global Preferred Stock and the Company does not appoint a qualified replacement for the Depositary within 90 days, (y) the Depositary ceases to be a “clearing

agency” registered under the Exchange Act and the Company does not appoint a qualified replacement for the Depositary within 90 days or (z) the Company decides to discontinue the use of book-entry transfer through the Depositary. In any such case, the Global Preferred Stock shall be exchanged in whole for definitive shares of Convertible Preferred Stock in registered form, with the same terms and of an equal aggregate Liquidation Preference. Such definitive shares of Convertible Preferred Stock shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.

(e)

Signature. An Officer shall sign any Global Preferred Stock for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Preferred Stock no longer holds that office at the time the Transfer Agent countersigned the Global Preferred Stock, the Global Preferred Stock shall be valid nevertheless. A Global Preferred Stock shall not be valid until an authorized signatory of the Transfer Agent manually countersigns Global Preferred Stock. Each Global Preferred Stock shall be dated the date of its countersignature.

Section 24. Taxes.

(a)

Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Convertible Preferred Stock or shares of Common Stock or other securities issued on account of Convertible Preferred Stock pursuant hereto or certificates representing such shares or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Convertible Preferred Stock, shares of Common Stock or other securities in a name other than that in which the shares of Convertible Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.


(b)	Withholding. All payments and distributions (or deemed distributions) on the shares of Convertible Preferred Stock (and on the shares of Common Stock received upon their conversion) shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 25. Notices.

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designation) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 101 Barclay Street, New York, NY 10286 (Attention: Corporate Trust Office), or other agent of the Company designated as permitted by this Certificate of Designation, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

Exhibit A

FORM OF
6.5% NON-CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES T

FACE OF SECURITY

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY PRIOR TO THE DATE THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH CITIGROUP INC. (THE “COMPANY”) OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS SHARES OF THE CONVERTIBLE PREFERRED STOCK ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRANSFER AGENT’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRANSFER AGENT. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

[IF GLOBAL PREFERRED STOCK IS ISSUED: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.



Certificate Number		Number of Shares of Convertible Preferred Stock

		CUSIP NO.:

CITIGROUP INC.

6.5% Non-Cumulative Convertible Preferred Stock, Series T
(par value $1.00 per share)
(liquidation preference $50,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ](1) [ , or such number as is indicated in the records of the Registrar and the Depository,](2) fully paid and non-assessable shares of the Company’s designated 6.5% Non-Cumulative Convertible Preferred Stock, Series T, with a par value of $1.00 per share and a liquidation preference of $50,000 per share (the “Convertible Preferred Stock”). The shares of Convertible Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Convertible Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designation dated January 18, 2008 as the same may be amended from time to time (the “Certificate of Designation”). Capitalized terms used herein but not defined shall have the meaning given them in the certificate of Designation. The Company will provide a copy of the Certificate of Designation to a Holder without charge upon written request to the Company at its principal place of business.

Reference is hereby made to select provisions of the Convertible Preferred Stock set forth on the reverse hereof, and to the Certificate of Designation, which select provisions and the Certificate of Designation shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designation and is entitled to the benefits thereunder.

Unless the Registrar has properly countersigned, these shares of Convertible Preferred Stock shall not be entitled to any benefit under the Certificate of Designation or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] this day of , .



CITIGROUP INC.
By:
Name:
Title:

(1) This phrase should be included only if the share certificate evidences certificated shares of Convertible Preferred Stock.

(2) This phrase should be included only if the share certificate evidences Global Preferred Stock.

REGISTRAR’S COUNTERSIGNATURE

These are shares of Convertible Preferred Stock referred to in the within-mentioned Certificate of Designation.

Dated:



THE BANK OF NEW YORK MELLON, as Registrar
By:
Name:
Title:

REVERSE OF CERTIFICATE

Dividends on each share of Convertible Preferred Stock shall be payable at the rate provided in the Certificate of Designation.

The shares of Convertible Preferred Stock shall be convertible in the manner and accordance with the terms set forth in the Certificate of Designation.

The shares of Convertible Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designation.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Convertible Preferred Stock evidenced hereby to:

________________________________________________________________

(Insert assignee’s social security or taxpayer identification number, if any)

________________________________________________________________

(Insert address and zip code of assignee) and irrevocably appoints:

________________________________________________________________

as agent to transfer the shares of Convertible Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.



Date:
Signature:


(Sign exactly as your name appears on the other side of this Certificate)
Signature Guarantee:

CERTIFICATE OF INCREASE

SERIES R CUMULATIVE PARTICIPATING PREFERRED STOCK

CITIGROUP INC.

(Pursuant to Section 151 of the General Corporation Law of the State of Delaware)

CITIGROUP INC. (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 151(g) thereof, DOES HEREBY CERTIFY:

That pursuant to authority conferred upon the Preferred Stock Committee of the Board of Directors of the Company, the Preferred Stock Committee adopted on February 8, 2010 the following resolution relating to the number of authorized shares of Series R Cumulative Participating Preferred Stock of the Company:

RESOLVED, that the authorized number of shares of the Company’s Series R Cumulative Participating Preferred Stock is hereby increased from 28,000 shares to 31,000 shares, and that the appropriate officers of the Company be and hereby are authorized and directed in the name and on behalf of the Company to execute and file a Certificate of Increase with the Secretary of State of the State of Delaware increasing the number of shares constituting the Series R Cumulative Participating Preferred Stock to 31,000 shares and to take any and all other actions deemed necessary or appropriate to effectuate this resolution.

IN WITNESS WHEREOF, the Company has caused this Certificate of Increase to be executed by its duly authorized officer on this 8th day of February, 2010.



CITIGROUP INC.


By:	/s/ Martin A. Waters
	Name:	Martin A. Waters
	Title:	Assistant Treasurer

CERTIFICATE OF AMENDMENT

OF THE RESTATED CERTIFICATE

OF INCORPORATION OF CITIGROUP INC.

The undersigned officer of Citigroup Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

FIRST: The name of the Corporation is Citigroup Inc.

SECOND: Upon the filing and effectiveness (the “Effective Time”) pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) of this certificate of amendment to the restated certificate of incorporation of the Corporation, each ten shares of the Corporation’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall be combined into one (1) validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No certificates representing fractional shares of common stock shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of common stock shall be entitled to receive cash (without interest and subject to applicable withholding taxes) from the Corporation’s transfer agent in lieu of such fractional share interests automatically where shares are held in book-entry form and, where shares are held in certificated form, upon the submission of a properly completed and executed transmittal letter and the surrender of the stockholder’s Old Certificates (as defined below), in an amount equal to the proceeds attributable to the sale of such fractional shares following the aggregation and sale by the Corporation’s transfer agent of all fractional shares otherwise issuable. Each certificate that immediately prior to the Effective Time represented shares of common stock (“Old Certificates”), shall thereafter represent that number of shares of common stock into which the shares of common stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.

THIRD: At the Effective Time, Section (A) of Article FOURTH of the Restated Certificate of Incorporation of the Corporation shall be hereby amended to read in its entirety as follows:

A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is Six Billion Thirty Million (6,030,000,000). The total number of shares of Common Stock which the Corporation shall have authority to issue is Six Billion (6,000,000,000) shares of Common Stock having a par value of one cent ($.01) per share. The total number of shares of Preferred Stock which the Corporation shall have the authority to issue is Thirty Million (30,000,000) shares having a par value of one dollar ($1.00) per share.

FOURTH: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FIFTH: The foregoing amendment shall be effective at 4:10 p.m. (Eastern Time), May 6th, 2011.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer, this 6th day of May, 2011.



CITIGROUP INC.


By:	/s/ Michael S. Helfer
	Name:	Michael S. Helfer
	Title:	General Counsel and Corporate Secretary

CERTIFICATE OF DESIGNATIONS

5.950% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK,

SERIES A

CITIGROUP INC.

pursuant to Section 151 of the

General Corporation Law of the State of Delaware

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that:

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.

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.

Pursuant to the authority conferred upon a pricing committee (the “Pricing Committee”) by the Board of Directors, the Pricing Committee, by action duly taken on October 22, 2012, adopted resolutions (i) authorizing the issuance and sale of up to 60,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series A (the “Series A. Preferred Stock”) establishing the number of shares to be included in this Series A Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series A Preferred Stock and the qualifications, limitations or restrictions thereof as follows:

Section 1. Designation.

The designation of the series of preferred stock shall be “5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series A” (the “Series A Preferred Stock”). Each share of Series A Preferred Stock shall be identical in all respects to every other share of Series A Preferred Stock.

Section 2. Number of Shares.

The number of authorized shares of Series A Preferred Stock shall be 60,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series A Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Pricing Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series A Preferred Stock.

Section 3. Definitions. As used herein with respect to Series A Preferred Stock:

“Appropriate Federal Banking Agency” means the “appropriate federal banking agency” with respect to the Company as that term is defined in Section 3(q) of the Federal Deposit Insurance Act of 1950, as amended, or any successor provision.

“Board of Directors” has the meaning set forth in the recitals above.

“Calculation Agent” means the Transfer Agent acting in its capacity as calculation agent for the Series A Preferred Stock, and its successors and assigns.

“Depositary” means DTC or its nominee or any successor depositary appointed by the Company.

“Dividend Payment Date” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Period” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Record Date” shall have the meaning set forth in Section 4(a) hereof.

“DTC” means The Depository Trust Company.

“Holder” means the Person in whose name the shares of the Series A Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series A Preferred Stock for the purpose of making payment and for all other purposes.

“Junior Stock” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Series A Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“LIBOR Determination Date” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.

“London Banking Day” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.

“Nonpayment” shall have the meaning set forth in Section 7(b)(i) hereof.

“Officer” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.

“Preferred Stock Director” shall have the meaning set forth in Section 7(b)(i) hereof.

“Preferred Stock Director Termination Date” shall have the meaning set forth in Section 7(b)(iv) hereof.

“Registrar” means the Transfer Agent acting in its capacity as registrar for the Series A Preferred Stock, and its successors and assigns.

“Regulatory Capital Event” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series A Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series A Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series A Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series A Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series A Preferred Stock is outstanding.

“Reuters LIBOR01” means the display designated on the Reuters 3000 Xtra Service on page LIBOR01 Page (or such other page as may replace “Reuters LIBOR01” page on the service or such other service as may be nominated by the British Bankers’ Association or other administrator of LIBOR for the purpose of displaying London interbank offered rates for United States dollar deposits or loans).

“Series A Liquidation Preference” shall have the meaning set forth in Section 5(a) hereof.

“Series A Preferred Stock” shall have the meaning set forth in Section 1 hereof.

“Series A Preferred Stock Certificate” shall have the meaning set forth in Section 14(a) hereof.

“Three-month LIBOR” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters LIBOR01 page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on the Reuters LIBOR01 page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three- month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on January 30, 2023, 0.31575%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.

“Transfer Agent” means Computershare Trust Company, N.A., a federally chartered national association, acting as Transfer Agent, Calculation Agent, Registrar and paying agent for the Series A Preferred Stock, and its successors and assigns.

“Trust” shall have the meaning set forth in Section 6(d).

Section 4. Dividends.

(a)

without any interest or other payment in respect of such postponement, and (ii) after January 30, 2023, with dividends accruing to the actual payment date (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Series A Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Series A Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 5.950%, for each Dividend Period from and including the date of issuance to, but excluding, January 30, 2023 and (ii) Three-month LIBOR plus 4.068%%, for each Dividend Period from and including January 30, 2023. The record date for payment of dividends on the Series A Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to January 30, 2023 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after January 30, 2023 will be computed on the basis of a 360-day year and the actual number of days elapsed.

(b)

Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series A Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series A Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c)

Priority of Dividends. So long as any share of Series A Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series A Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:


(i)	purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;


(ii)	purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;


(iii)	as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;


(iv)	the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;


(v)	the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or


(vi)	the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The restrictions set forth in the preceding provisions of this Section 4(c) shall not apply to any Junior Stock dividends paid by the Company where the dividend is in the form of the same stock (or the right to buy the same stock) as that on which the dividend is being paid.

Except as provided below, for so long as any share of Series A Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series A Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series A Preferred Stock in the payment of dividends, all dividends declared upon shares of Series A Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of

Series A Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

Subject to the foregoing, and not otherwise, such dividends payable in cash, stock or otherwise, as may be determined by the Board of Directors or any duly authorized committee thereof, may be declared and paid on any other class or series of stock of the Company from time to time out of any funds legally available for such payment, and Holders will not be entitled to participate in those dividends.

Section 5. Liquidation Rights.

(a)

Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of stock ranking senior to or on parity with Series A Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b)

Partial Payment. If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series A Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c)

Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6. Redemption.

(a) Optional Redemption. The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series A Preferred Stock at the time outstanding, on any Dividend Payment Date on or after January 30, 2023, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.

(b) Notice of Redemption. Notice of every redemption of shares of Series A Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series A Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series A Preferred Stock. Each notice shall state:


(i)	the redemption date;


(ii)	the total number of shares of Series A Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;


(iii)	the redemption price;


(iv)	the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and


(v)	that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series A Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c)

Partial Redemption. In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares of Series A Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series A Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series A Preferred Stock shall be redeemed from time to time.

(d)

Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors or any duly authorized committee thereof (the “Trust”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.

Section 7. Voting Rights.


(a)	General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.


(b)	Special Voting Right.

(i)

Voting Right. If and whenever dividends on the Series A Preferred Stock or any other class or series of preferred stock that ranks on parity with Series A Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “Nonpayment”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “Preferred Stock Director.”

(ii)

Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series A Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders at which Preferred Stock Directors are to be elected, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series A Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii)

Notice of Special Meeting. Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director’s election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series A Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series A Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series A Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series A Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

(iv)

Termination; Removal. Whenever the Company has paid noncumulative dividends in full for at least two consecutive semi-annual or four consecutive quarterly Dividend Periods following a Nonpayment on the Series A Preferred Stock and on any dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “Preferred Stock Director Termination Date”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).

(c)

Senior Issuances; Adverse Changes. So long as any shares of Series A Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series A Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:


(i)	any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series A Preferred Stock) or the Company’s by-laws that would alter

or change the voting powers, preferences, economic rights or special rights of the Series A Preferred Stock so as to affect them adversely;

(ii)

any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock ranking prior to the Series A Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii)

the consummation of a binding share exchange or reclassification involving the Series A Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series A Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series A Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series A Preferred Stock prior to such merger or consolidation), and (ii) such Series A Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series A Preferred Stock, taken as a whole;

provided, however, that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series A Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series A Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series A Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series A Preferred Stock but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series A Preferred Stock as a single class (in lieu of all other series of preferred stock) for purposes of the vote or consent required by this Section 7(c).

(d)

No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series A Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 8. Preemption and Conversion Rights.

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.

Section 9. Rank.

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior Stock or shares of any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series A Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Section 10. Reacquired Shares.

The Board of Directors shall take such actions as are necessary to cause the shares of Series A Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 11. No Sinking Fund.

Shares of Series A Preferred Stock are not subject to the operation of a sinking fund.

Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series A Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however, that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates.

If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.

Section 14. Form.

(a)

Series A Preferred Stock Certificates. Series A Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series A Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series A Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).

(b)

Signature. Two Officers shall sign any Series A Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series A Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series A Preferred Stock Certificate, such Series A Preferred Stock Certificate shall be valid nevertheless. A Series A Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series A Preferred Stock Certificate. Each Series A Preferred Stock Certificate shall be dated the date of its countersignature.

Section 15. Taxes.

(a)

Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series A Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series A Preferred Stock, in a name other than that in which the shares of Series A Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.


(b)	Withholding. All payments and distributions (or deemed distributions) on the shares of Series A Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 16. Notices.

designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

Section 17. Other Rights Disclaimed.

The shares of Series A Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.

IN WITNESS WHEREOF, this Certificate of Designations as has been executed on behalf of the Company by its Chief Accounting Officer this 26th day of October, 2012.



CITIGROUP INC.

By:	/s/Jeffrey R. Walsh
	Name:	Jeffrey R. Walsh
	Title:	Chief Accounting Officer

FORM OF

% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES A



Certificate Number	Number of Shares of Series A Preferred Stock

		CUSIP NO.:

CITIGROUP INC.

% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series A

(par value $1.00 per share)

(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated % Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series A, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series A Preferred Stock”). The shares of Series A Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series A Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated October [ ], 2012 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.

Reference is hereby made to select provisions of the Series A Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.

Unless the Registrar has properly countersigned, these shares of Series A Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this day of , .



CITIGROUP INC.

By:
Name:
Title:


By:
Name:
Title:

REGISTRAR’S COUNTERSIGNATURE

These are shares of Series A Preferred Stock referred to in the within-mentioned Certificate of Designations.

Dated:



COMPUTERSHARE TRUST COMPANY, N.A., as Registrar

By:
Name:
Title:

REVERSE OF CERTIFICATE

Dividends on each share of Series A Preferred Stock shall be payable at the rate provided in the Certificate of Designations.

The shares of Series A Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series A Preferred Stock evidenced hereby to:

(Insert assignee’s social security or taxpayer identification number, if any)

(Insert address and zip code of assignee)

and irrevocably appoints:

as agent to transfer the shares of Series A Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.

Date:

Signature:




(Sign exactly as your name appears on the other side of this Certificate)



Signature Guarantee:

CERTIFICATE OF DESIGNATIONS

5.90% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK,
SERIES B

CITIGROUP INC.

______________________________

pursuant to Section 151 of the

General Corporation Law of the State of Delaware

______________________________

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that:

Pursuant to the authority conferred upon a pricing committee (the “Pricing Committee”) by the Board of Directors, the Pricing Committee, by action duly taken on December 6, 2012, adopted resolutions (i) authorizing the issuance and sale of up to 30,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 5.90% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series B (the “Series B Preferred Stock”) establishing the number of shares to be included in this Series B Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series B Preferred Stock and the qualifications, limitations or restrictions thereof as follows:

Section 1. Designation.

The designation of the series of preferred stock shall be “5.90% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series B” (the “Series B Preferred Stock”). Each share of Series B Preferred Stock shall be identical in all respects to every other share of Series B Preferred Stock.

Section 2. Number of Shares.

The number of authorized shares of Series B Preferred Stock shall be 30,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series B Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Pricing Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series B Preferred Stock.

Section 3. Definitions. As used herein with respect to Series B Preferred Stock:

“Board of Directors” has the meaning set forth in the recitals above.

“Calculation Agent” means the Transfer Agent acting in its capacity as calculation agent for the Series B Preferred Stock, and its successors and assigns.

“Depositary” means DTC or its nominee or any successor depositary appointed by the Company.

“Dividend Payment Date” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Period” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Record Date” shall have the meaning set forth in Section 4(a) hereof.

“DTC” means The Depository Trust Company.

“Holder” means the Person in whose name the shares of the Series B Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series B Preferred Stock for the purpose of making payment and for all other purposes.

“Junior Stock” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Series B Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“LIBOR Determination Date” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.

“London Banking Day” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.

“Nonpayment” shall have the meaning set forth in Section 7(b)(i) hereof.

“Officer” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.

“Preferred Stock Director” shall have the meaning set forth in Section 7(b)(i) hereof.

“Preferred Stock Director Termination Date” shall have the meaning set forth in Section 7(b)(iv) hereof.

“Registrar” means the Transfer Agent acting in its capacity as registrar for the Series B Preferred Stock, and its successors and assigns.

“Regulatory Capital Event” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series B Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series B Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series B Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series B Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series B Preferred Stock is outstanding.

"Series B Liquidation Preference" shall have the meaning set forth in Section 5(a) hereof.

“Series B Preferred Stock” shall have the meaning set forth in Section 1 hereof.

“Series B Preferred Stock Certificate” shall have the meaning set forth in Section 14(a) hereof.

“Three-month LIBOR” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters LIBOR01 page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on the Reuters LIBOR01 page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on February 15, 2023, 0.3095%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.

“Trust” shall have the meaning set forth in Section 6(d).

Section 4. Dividends.

(a)

Rate. Holders shall be entitled to receive, when, as and if declared by the Board of Directors or any duly authorized committee thereof, but only out of funds legally available therefor, noncumulative cash dividends on each share of Series B Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) semi-annually in arrears on each August 15 and February 15, beginning August 15, 2013, from and including the date of issuance to, but excluding, February 15, 2023, and (ii) quarterly in arrears on each February 15, May 15, August 15, and November 15, beginning May 15, 2023 from and including February 15, 2023; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (except if after February 15, 2023 that day falls in the next calendar month, in which case the payment of any dividend otherwise payable will be made on the first preceding Business Day) (i) on or prior to February 15, 2023, without any interest or other payment in respect of such postponement, and (ii) after February 15, 2023, with dividends accruing to the actual payment date (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Series B Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Series B Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 5.90%, for each Dividend Period from and including the date of issuance to, but excluding, February 15, 2023 and (ii) Three-month LIBOR plus 4.23%, for each Dividend Period from and including February 15, 2023. The record date for payment of dividends on the Series B Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to February 15, 2023 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after February 15, 2023 will be computed on the basis of a 360-day year and the actual number of days elapsed.

(b)

Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series B Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series B Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent

period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c)

Priority of Dividends. So long as any share of Series B Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series B Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:


(i)	purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;


(ii)	purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;


(iii)	as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;


(iv)	the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;


(v)	the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or


(vi)	the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

Except as provided below, for so long as any share of Series B Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series B Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series B Preferred Stock in the payment of dividends, all dividends declared upon shares of Series B Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series B Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

Section 5. Liquidation Rights.

(a)

Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of stock ranking senior to or on parity with Series B Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b)

Partial Payment. If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series B Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c)

Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6. Redemption.

(a)

Optional Redemption. The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series B Preferred Stock at the time outstanding, on any Dividend Payment Date on or after February 15, 2023, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.

(b)

Notice of Redemption. Notice of every redemption of shares of Series B Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series B Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series B Preferred Stock. Each notice shall state:


(i)	the redemption date;


(ii)	the total number of shares of Series B Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;


(iii)	the redemption price;


(iv)	the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and


(v)	that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series B Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c)

Partial Redemption. In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares of Series B Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series B Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series B Preferred Stock shall be redeemed from time to time.


(d)	Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue

to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors or any duly authorized committee thereof (the “Trust”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.

Section 7. Voting Rights.


(a)	General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.


(b)	Special Voting Right.

(i)

Voting Right. If and whenever dividends on the Series B Preferred Stock or any other class or series of preferred stock that ranks on parity with Series B Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “Nonpayment”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “Preferred Stock Director.”

(ii)

Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series B Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders at which Preferred Stock Directors are to be elected, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series B Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii)

Termination Date and the next annual meeting of stockholders following such Preferred Stock Director's election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series B Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series B Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series B Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series B Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

(iv)

Termination; Removal. Whenever the Company has paid noncumulative dividends in full for at least two consecutive semi-annual or four consecutive quarterly Dividend Periods following a Nonpayment on the Series B Preferred Stock and on any dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “Preferred Stock Director Termination Date”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).

(c)

Senior Issuances; Adverse Changes. So long as any shares of Series B Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series B Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:


(i)	any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series B Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences, economic rights or special rights of the Series B Preferred Stock so as to affect them adversely;

(ii)

any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company's capital stock ranking prior to the Series B Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii)

the consummation of a binding share exchange or reclassification involving the Series B Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series B Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series B Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the

case under the Series B Preferred Stock prior to such merger or consolidation), and (ii) such Series B Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series B Preferred Stock, taken as a whole;

provided, however, that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series B Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series B Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series B Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series B Preferred Stock but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series B Preferred Stock as a single class (in lieu of all other series of preferred stock) for purposes of the vote or consent required by this Section 7(c).

(d)

No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series B Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 8. Preemption and Conversion Rights.

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.

Section 9. Rank.

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior Stock or shares of any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series B Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Section 10. Reacquired Shares.

The Board of Directors shall take such actions as are necessary to cause the shares of Series B Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 11. No Sinking Fund.

Shares of Series B Preferred Stock are not subject to the operation of a sinking fund.

Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series B Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however, that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates.

Section 14. Form.

(a)

Series B Preferred Stock Certificates. Series B Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series B Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series B Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).

(b)

Signature. Two Officers shall sign any Series B Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series B Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series B Preferred Stock Certificate, such Series B Preferred Stock Certificate shall be valid nevertheless. A Series B Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series B Preferred Stock Certificate. Each Series B Preferred Stock Certificate shall be dated the date of its countersignature.

Section 15. Taxes.

(a)

Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series B Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series B Preferred Stock, in a name other than that in which the shares of Series B Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.


(b)	Withholding. All payments and distributions (or deemed distributions) on the shares of Series B Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 16. Notices.

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 250 Royall Street, Canton, Massachusetts 02021, or other agent of the Company designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

Section 17. Other Rights Disclaimed.

The shares of Series B Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.

IN WITNESS WHEREOF, this Certificate of Designations as has been executed on behalf of the Company by its Chief Financial Officer this 12^th day of December, 2012.

CITIGROUP INC.

By: /s/ John C. Gerspach
Name: John C. Gerspach
Title: Chief Financial Officer

FORM OF
5.90% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES B

Certificate Number_______ Number of Shares of Series A Preferred Stock______

CUSIP NO.:

CITIGROUP INC.

% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series B

(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated % Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series B, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series B Preferred Stock”). The shares of Series B Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series B Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated December [ ], 2012 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.

Reference is hereby made to select provisions of the Series B Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.

Unless the Registrar has properly countersigned, these shares of Series B Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this __ day of ________, ________.

CITIGROUP INC.

By: _______________________________________
Name:
Title:

REGISTRAR’S COUNTERSIGNATURE

These are shares of Series B Preferred Stock referred to in the within-mentioned Certificate of Designations.

Dated:

COMPUTERSHARE TRUST COMPANY, N.A., as Registrar

By: _______________________________________
Name:
Title:

REVERSE OF CERTIFICATE

Dividends on each share of Series B Preferred Stock shall be payable at the rate provided in the Certificate of Designations.

The shares of Series B Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series B Preferred Stock evidenced hereby to:

___________________________________________________

(Insert assignee’s social security or taxpayer identification number, if any)

___________________________________________________

(Insert address and zip code of assignee)

and irrevocably appoints:

___________________________________________________

as agent to transfer the shares of Series A Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.

Date:

Signature:

___________________________________________________

(Sign exactly as your name appears on the other side of this Certificate)

Signature Guarantee: ___________________________________________________

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

CITIGROUP FUNDING INC.

(a Delaware corporation)

WITH AND INTO

CITIGROUP INC.

(a Delaware corporation)

(Pursuant to Section 253 of the

Delaware General Corporation Law)

Citigroup Inc., a Delaware corporation (“Citigroup”), does hereby certify:


FIRST:	Citigroup owns all of the outstanding shares of capital stock of Citigroup Funding Inc., a Delaware corporation (“CFI”).


SECOND:	The Board of Directors of Citigroup adopted certain resolutions at a meeting of the Board of Directors held on June 18, 2012, including the following duly adopted resolutions in which the Board of Directors determined to merge CFI with and into Citigroup pursuant to Section 253 of the General Corporation Law of the State of Delaware:

RESOLVED, that, based upon all of the factors discussed at this meeting and the information provided to the members of the Board of Directors (the “Board”) of Citigroup Inc. (“Citigroup”), the Board hereby determines that it is advisable and in the best interest of Citigroup and its shareholders to merge Citigroup Funding Inc. (“CFI”), a Delaware corporation and a wholly-owned subsidiary of Citigroup, with and into Citigroup (the “Merger”); and be it

FURTHER RESOLVED, (a) that, effective upon the filing of a Certificate of Ownership and Merger with the Office of the Secretary of State of the State of Delaware or at such time as such Certificate of Ownership and Merger shall specify, CFI shall merge with and into Citigroup, and Citigroup shall be the surviving corporation, pursuant to Section 253 of the General Corporation Law of the State of Delaware (the “DGCL”), (b) that, by virtue of the Merger, each issued and outstanding share of common stock of CFI shall be cancelled, no consideration shall be delivered in exchange therefor and the separate existence of CFI shall cease, (c) that simultaneously with the Merger, Citigroup shall assume all of the rights and obligations of CFI existing immediately prior to the Merger, including, but not limited to, the obligation to pay the principal of and interest and premium, if any, on all of CFI’s outstanding notes, bonds and commercial paper, and the obligation to pay amounts due on CFI’s other outstanding funding obligations, instruments or securities, including, but not limited to, its index warrants, (d) that Citigroup shall be, and hereby is, authorized to enter into any and all contracts, instruments, indentures, agreements and other documents and any supplements or amendments thereto as deemed appropriate, advisable or necessary by an Authorized Officer in connection with the Merger and the assumption of the rights and obligations described in the preceding clause (c), (e) that the Certificate of Incorporation and By-Laws of Citigroup as in effect immediately prior to the effectiveness of the Merger shall be the Certificate of Incorporation and By-Laws of such surviving corporation and shall continue in full force and effect until

amended and changed in the manner prescribed by the provisions of the DGCL, and (f) that the officers and directors of Citigroup immediately prior to the Merger shall be the officers and directors of such surviving corporation; and be it

FURTHER RESOLVED, that the Chief Executive Officer, the President, any Vice Chairman, the Chief Financial Officer, the General Counsel, the Corporate Secretary, the Chief Accounting Officer, the Treasurer, the Deputy Treasurer or any officer with the authority of a Vice President of Citigroup (each, and “Authorized Officer”) be, and each of them hereby is, authorized and directed to execute, in the name and on behalf of Citigroup, a Certificate of Ownership and Merger with respect to the Merger setting forth, among other things, a copy of the resolutions of the Board authorizing the Merger and the date of their adoption, and to cause such documents to be filed in the Office of the Secretary of State of the State of Delaware in accordance with Sections 103 and 253 of the DGCL.


THIRD:	That this Certificate of Ownership and Merger (and the Merger referenced herein) shall be effective at 11:58 p.m. (local time in Wilmington, Delaware) on December 31, 2012.

[Signature page follows]

IN WITNESS WHEREOF, Citigroup Inc. has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer on the date set forth below.

CITIGROUP INC.

By: /s/ Joseph Bonocore

Name: Joseph Bonocore

Title: Deputy Treasurer

Dated: December 12, 2012

CERTIFICATE OF DESIGNATIONS

5.80% NONCUMULATIVE PREFERRED STOCK SERIES C

CITIGROUP INC.

______________________________

pursuant to Section 151 of the

General Corporation Law of the State of Delaware

______________________________

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that:

1. The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorporation”) fixes the total number of shares of all classes of capital stock that the Company shall have the authority to issue at six billion (6,000,000,000) shares of common stock, par value $0.01 per share, and thirty million (30,000,000) shares of preferred stock, par value $1.00 per share.

2. The Certificate of Incorporation expressly grants to the Board of Directors of the Company (the “Board of Directors”) authority to provide for the issuance of the shares of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

3. Pursuant to the authority conferred upon a pricing committee (the “Pricing Committee”) by the Board of Directors, the Pricing Committee, by action duly taken on March 19, 2013, adopted resolutions (i) authorizing the issuance and sale of up to 23,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 5.80% Noncumulative Preferred Stock, Series C (the “Series C Preferred Stock”) establishing the number of shares to be included in this Series C Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series C Preferred Stock and the qualifications, limitations or restrictions thereof as follows:

Section 1. Designation.

The designation of the series of preferred stock shall be “5.80% Noncumulative Preferred Stock, Series C” (the “Series C Preferred Stock”). Each share of Series C Preferred Stock shall be identical in all respects to every other share of Series C Preferred Stock. Series C Preferred

Stock will rank equally with Parity Stock, will rank senior to Junior Stock and will rank junior to

Senior Stock, if any, with respect to the payment of dividends and/or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of affairs of the

Company.

Section 2. Number of Shares.

The number of authorized shares of Series C Preferred Stock shall be 23,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series C Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Pricing Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series C Preferred Stock.

Section 3. Definitions. As used herein with respect to Series C Preferred Stock:

“Board of Directors” has the meaning set forth in the recitals above.

“Calculation Agent” means the Transfer Agent acting in its capacity as calculation agent for the Series C Preferred Stock, and its successors and assigns.

“Depositary” means DTC or its nominee or any successor depositary appointed by the Company.

“Dividend Payment Date” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Period” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Record Date” shall have the meaning set forth in Section 4(a) hereof.

“DTC” means The Depository Trust Company.

“Holder” means the Person in whose name the shares of the Series C Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series C Preferred Stock for the purpose of making payment and for all other purposes.

“Junior Stock” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Series C Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“Nonpayment” shall have the meaning set forth in Section 7(b)(i) hereof.

“Officer” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.

“Preferred Stock Director” shall have the meaning set forth in Section 7(b)(i) hereof.

“Preferred Stock Director Termination Date” shall have the meaning set forth in Section 7(b)(iv) hereof.

“Registrar” means the Transfer Agent acting in its capacity as registrar for the Series C Preferred Stock, and its successors and assigns.

“Regulatory Capital Event” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series C Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series C Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series C Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series C Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series C Preferred Stock is outstanding.

"Series C Liquidation Preference" shall have the meaning set forth in Section 5(a) hereof.

“Series C Preferred Stock” shall have the meaning set forth in Section 1 hereof.

“Series C Preferred Stock Certificate” shall have the meaning set forth in Section 14(a) hereof.

“Trust” shall have the meaning set forth in Section 6(d).

Section 4. Dividends.

(b) Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series C Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series C Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c) Priority of Dividends. So long as any share of Series C Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series C Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:

(i) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;

(ii) purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;

(iii) as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;

(iv) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;

(v) the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or

(vi) the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

Except as provided below, for so long as any share of Series C Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series C Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series C Preferred Stock in the payment of dividends, all dividends declared upon shares of Series C Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series C Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

Section 5. Liquidation Rights.

(a) Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of stock ranking senior to or on parity with Series C Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share (the “Series C Liquidation Preference”), plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b) Partial Payment. If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series C Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6. Redemption.

(a) Optional Redemption. The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series C Preferred Stock at the time outstanding, on any Dividend Payment Date on or after April 22, 2018, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.

(b) Notice of Redemption. Notice of every redemption of shares of Series C Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series C Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series C Preferred Stock. Each notice shall state:

(i) the redemption date;

(ii) the total number of shares of Series C Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii) the redemption price;

(iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and

(v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series C Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c) Partial Redemption. In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares of Series C Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series C Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series C Preferred Stock shall be redeemed from time to time.

Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.

Section 7. Voting Rights.

(a) General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.

(b) Special Voting Right.

(i) Voting Right. If and whenever dividends on the Series C Preferred Stock or any other class or series of preferred stock that ranks on parity with Series C Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “Nonpayment”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “Preferred Stock Director.”

(ii) Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series C Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders at which Preferred Stock Directors are to be elected, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series C Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii) Notice of Special Meeting. Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director's election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series C Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series C Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series C Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series C Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “Preferred Stock Director Termination Date”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).

(c) Senior Issuances; Adverse Changes. So long as any shares of Series C Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series C Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i) any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series C Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences, economic rights or special rights of the Series C Preferred Stock so as to affect them adversely;

(ii) any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company's capital stock ranking prior to the Series C Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii) the consummation of a binding share exchange or reclassification involving the Series C Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series C Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series C Preferred Stock remains outstanding or, in the case of any such merger or consolidation with

respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series C Preferred Stock prior to such merger or consolidation), and (ii) such Series C Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series C Preferred Stock, taken as a whole;

provided, however, that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series C Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series C Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series C Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series C Preferred Stock but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series C Preferred Stock as a single class (in lieu of all other series of preferred stock) for purposes of the vote or consent required by this Section 7(c).

(d) No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series C Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 8. Preemption and Conversion Rights.

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.

Section 9. Rank.

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior Stock or shares of any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series C Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Section 10. Reacquired Shares.

The Board of Directors shall take such actions as are necessary to cause the shares of Series C Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 11. No Sinking Fund.

Shares of Series C Preferred Stock are not subject to the operation of a sinking fund.

Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series C Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however, that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates.

Section 14. Form.

(a) Series C Preferred Stock Certificates. Series C Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series C

Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series C Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).

(b) Signature. Two Officers shall sign any Series C Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series C Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series C Preferred Stock Certificate, such Series C Preferred Stock Certificate shall be valid nevertheless. A Series C Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series C Preferred Stock Certificate. Each Series C Preferred Stock Certificate shall be dated the date of its countersignature.

Section 15. Taxes.

(a) Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series C Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series C Preferred Stock, in a name other than that in which the shares of Series C Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b) Withholding. All payments and distributions (or deemed distributions) on the shares of Series C Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 16. Notices.

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 250 Royall Street, Canton, Massachusetts 02021, or other agent of the Company designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which

may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

Section 17. Other Rights Disclaimed.

The shares of Series C Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.

IN WITNESS WHEREOF, this Certificate of Designations as has been executed on behalf of the Company by its Chief Accounting Officer this 25^th day of March, 2013.

CITIGROUP INC.

By: /s/John C. Gerspach

Name: John C. Gerspach

Title: Chief Financial Officer

Exhibit A

FORM OF
5.80% NONCUMULATIVE PREFERRED STOCK, SERIES C

Certificate Number_______ Number of Shares of Series C Preferred Stock______

CUSIP NO.:

CITIGROUP INC.

5.80% Noncumulative Preferred Stock, Series C

(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated 5.80% Noncumulative Preferred Stock, Series C, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series C Preferred Stock”). The shares of Series C Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series C Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated March 25, 2013 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.

Reference is hereby made to select provisions of the Series C Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.

Unless the Registrar has properly countersigned, these shares of Series C Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this __ day of ________, ________.

CITIGROUP INC.

By: _______________________________________
Name:
Title:

REGISTRAR’S COUNTERSIGNATURE

These are shares of Series C Preferred Stock referred to in the within-mentioned Certificate of Designations.

Dated:

COMPUTERSHARE TRUST COMPANY, N.A., as Registrar

By: _______________________________________
Name:
Title:

REVERSE OF CERTIFICATE

Dividends on each share of Series C Preferred Stock shall be payable at the rate provided in the Certificate of Designations.

The shares of Series C Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series C Preferred Stock evidenced hereby to:

___________________________________________________

(Insert assignee’s social security or taxpayer identification number, if any)

___________________________________________________

(Insert address and zip code of assignee)

and irrevocably appoints:

___________________________________________________

as agent to transfer the shares of Series A Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.

Date:

Signature:

___________________________________________________

(Sign exactly as your name appears on the other side of this Certificate)

Signature Guarantee: ___________________________________________________

CERTIFICATE OF DESIGNATIONS

5.350% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK,
SERIES D

CITIGROUP INC.

______________________________

pursuant to Section 151 of the

General Corporation Law of the State of Delaware

______________________________

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that:

3. Pursuant to the authority conferred upon a pricing committee (the “Pricing Committee”) by the Board of Directors, the Pricing Committee, by action duly taken on April 23, 2013, adopted resolutions (i) authorizing the issuance and sale of up to 50,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of

5.350% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series D (the “Series D Preferred Stock”) establishing the number of shares to be included in this Series D Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series D Preferred Stock and the qualifications, limitations or restrictions thereof as follows:

Section 1. Designation.

The designation of the series of preferred stock shall be “5.350% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series D” (the “Series D Preferred Stock”). Each share of

Series D Preferred Stock shall be identical in all respects to every other share of Series D Preferred Stock.

Section 2. Number of Shares.

The number of authorized shares of Series D Preferred Stock shall be 50,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series D Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Pricing Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series D Preferred Stock.

Section 3. Definitions. As used herein with respect to Series D Preferred Stock:

“Board of Directors” has the meaning set forth in the recitals above.

“Calculation Agent” means the Transfer Agent acting in its capacity as calculation agent for the Series D Preferred Stock, and its successors and assigns.

“Depositary” means DTC or its nominee or any successor depositary appointed by the Company.

“Dividend Payment Date” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Period” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Record Date” shall have the meaning set forth in Section 4(a) hereof.

“DTC” means The Depository Trust Company.

“Holder” means the Person in whose name the shares of the Series D Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series D Preferred Stock for the purpose of making payment and for all other purposes.

“Junior Stock” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Series D Preferred Stock has

preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“LIBOR Determination Date” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.

“London Banking Day” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.

“Nonpayment” shall have the meaning set forth in Section 7(b)(i) hereof.

“Officer” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.

“Preferred Stock Director” shall have the meaning set forth in Section 7(b)(i) hereof.

“Preferred Stock Director Termination Date” shall have the meaning set forth in Section 7(b)(iv) hereof.

“Registrar” means the Transfer Agent acting in its capacity as registrar for the Series D Preferred Stock, and its successors and assigns.

“Regulatory Capital Event” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series D Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series D Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series D Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series D Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series D Preferred Stock is outstanding.

“Series D Preferred Stock” shall have the meaning set forth in Section 1 hereof.

“Series D Preferred Stock Certificate” shall have the meaning set forth in Section 14(a) hereof.

“Three-month LIBOR” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters LIBOR01 page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on the Reuters LIBOR01 page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on May 15, 2023, 0.2756%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.

“Trust” shall have the meaning set forth in Section 6(d).

Section 4. Dividends.

on that date will be made on the next succeeding day that is a Business Day (except if after May 15, 2023, that day falls in the next calendar month, in which case the payment of any dividend otherwise payable will be made on the first preceding Business Day), (i) on or prior to May 15, 2023, without any interest or other payment in respect of such postponement, and (ii) after May 15, 2023, with dividends accruing to the actual payment date (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Series D Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Series D Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 5.350%, for each Dividend Period from and including the date of issuance to, but excluding, May 15, 2023 and (ii) Three-month LIBOR plus 3.466%, for each Dividend Period from and including May 15, 2023. The record date for payment of dividends on the Series D Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to May 15, 2023 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after May 15, 2023 will be computed on the basis of a 360-day year and the actual number of days elapsed.

(b) Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series D Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series D Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c) Priority of Dividends. So long as any share of Series D Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series D Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:

(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

Except as provided below, for so long as any share of Series D Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series D Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series D Preferred Stock in the payment of dividends, all dividends declared upon shares of Series D Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series D Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

Section 5. Liquidation Rights.

from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b) Partial Payment. If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series D Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6. Redemption.

(a) Optional Redemption. The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series D Preferred Stock at the time outstanding, on any Dividend Payment Date on or after May 15, 2023, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.

(b) Notice of Redemption. Notice of every redemption of shares of Series D Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series D Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series D Preferred Stock. Each notice shall state:

(i) the redemption date;

(ii) the total number of shares of Series D Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii) the redemption price;

(iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and

(v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series D Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c) Partial Redemption. In case of any redemption of only part of the shares of Series D Preferred Stock at the time outstanding, the shares of Series D Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series D Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series D Preferred Stock shall be redeemed from time to time.

(d) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors or any duly authorized committee thereof (the “Trust”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption

date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.

Section 7. Voting Rights.

(a) General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.

(b) Special Voting Right.

(i) Voting Right. If and whenever dividends on the Series D Preferred Stock or any other class or series of preferred stock that ranks on parity with Series D Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “Nonpayment”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “Preferred Stock Director.”

annual or special meeting of the stockholders at which Preferred Stock Directors are to be elected, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series D Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii) Notice of Special Meeting. Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director's election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series D Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series D Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series D Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series D Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).

(c) Senior Issuances; Adverse Changes. So long as any shares of Series D Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series D Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i) any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series D Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences, economic rights or special rights of the Series D Preferred Stock so as to affect them adversely;

(ii) any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company's capital stock ranking prior to the Series D Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii) the consummation of a binding share exchange or reclassification involving the Series D Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series D Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series D Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case

under the Series D Preferred Stock prior to such merger or consolidation), and (ii) such Series D Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series D Preferred Stock, taken as a whole;

provided, however, that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series D Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series D Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series D Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series D Preferred Stock but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series D Preferred Stock as a single class (in lieu of all other series of preferred stock) for purposes of the vote or consent required by this Section 7(c).

(d) No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series D Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 8. Preemption and Conversion Rights.

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.

Section 9. Rank.

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior Stock or shares of any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series D Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Section 10. Reacquired Shares.

The Board of Directors shall take such actions as are necessary to cause the shares of Series D Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 11. No Sinking Fund.

Shares of Series D Preferred Stock are not subject to the operation of a sinking fund.

Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series D Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however, that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates.

Section 14. Form.

(a) Series D Preferred Stock Certificates. Series D Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series D Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series D Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).

(b) Signature. Two Officers shall sign any Series D Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series D Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series D Preferred Stock Certificate, such Series D Preferred Stock Certificate shall be valid nevertheless. A Series D Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series D Preferred Stock Certificate. Each Series D Preferred Stock Certificate shall be dated the date of its countersignature.

Section 15. Taxes.

(a) Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series D Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series D Preferred Stock, in a name other than that in which the shares of Series D Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b) Withholding. All payments and distributions (or deemed distributions) on the shares of Series D Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 16. Notices.

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 250 Royall Street, Canton, Massachusetts 02021, or other agent of the Company designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

Section 17. Other Rights Disclaimed.

The shares of Series D Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.

IN WITNESS WHEREOF, this Certificate of Designations as has been executed on behalf of the Company by its Chief Financial Officer this 29^th day of April, 2013.

CITIGROUP INC.

By: _/s/ John C. Gerspach__________________
Name: John C. Gerspach
Title: Chief Financial Officer

Exhibit A

FORM OF
5.350% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES D

Certificate Number_______ Number of Shares of Series D Preferred Stock______

CUSIP NO.:

CITIGROUP INC.

5.350% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series D

(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated 5.350% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series D, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series D Preferred Stock”). The shares of Series D Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series D Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated April 29, 2013 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.

Reference is hereby made to select provisions of the Series D Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.

Unless the Registrar has properly countersigned, these shares of Series D Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this __ day of ________, ________.

CITIGROUP INC.

By: _______________________________________
Name:
Title:

REGISTRAR’S COUNTERSIGNATURE

These are shares of Series D Preferred Stock referred to in the within-mentioned Certificate of Designations.

Dated:

COMPUTERSHARE TRUST COMPANY, N.A., as Registrar

By: _______________________________________
Name:
Title:

REVERSE OF CERTIFICATE

Dividends on each share of Series D Preferred Stock shall be payable at the rate provided in the Certificate of Designations.

The shares of Series D Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series D Preferred Stock evidenced hereby to:

___________________________________________________

(Insert assignee’s social security or taxpayer identification number, if any)

___________________________________________________

(Insert address and zip code of assignee)

and irrevocably appoints:

___________________________________________________

as agent to transfer the shares of Series D Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.

Date:

Signature:

___________________________________________________

(Sign exactly as your name appears on the other side of this Certificate)

Signature Guarantee: ___________________________________________________

CERTIFICATE OF RETIREMENT

OF PREFERRED STOCK

OF CITIGROUP INC.

(Pursuant to Section 243 of the General

Corporation Law of the State of Delaware)

CITIGROUP INC., a corporation duly organized and existing under the General Corporation Law of the State of Delaware, certifies as follows:

FIRST: Citigroup's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), authorizes the issuance of 92,000 shares of 8.50% Non-Ccumulative Preferred Stock, Series F (the "Preferred Stock, Series F"), each such share with $1.00 par value and a stated value of $25,000 per share.

SECOND: Citigroup has retired all of the authorized shares of the Preferred Stock, Series F.

THIRD: Pursuant to the provisions of Section 243 of the General Corporation Law of the State of Delaware, the shares that were designated to Preferred Stock, Series F are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup.

IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Treasurer this 1^st day of July, 2013.

CITIGROUP INC.

By: /s/ Martin A. Waters

Martin A. Waters

Assistant Treasurer

CERTIFICATE OF RETIREMENT

OF PREFERRED STOCK

OF CITIGROUP INC.

(Pursuant to Section 243 of the General

Corporation Law of the State of Delaware)

CITIGROUP INC., a corporation duly organized and existing under the General Corporation Law of the State of Delaware, certifies as follows:

FIRST: Citigroup's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), authorizes the issuance of 66,700 shares of 6.5% Non-Cumulative Convertible Preferred Stock, Series T (the "Preferred Stock, Series T"), each such share with $1.00 par value and a stated value of $25,000 per share.

SECOND: Citigroup has retired all of the authorized shares of the Preferred Stock, Series T.

THIRD: Pursuant to the provisions of Section 243 of the General Corporation Law of the State of Delaware, the shares that were designated to Preferred Stock, Series T are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup.

IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Treasurer this 1^st day of July, 2013.

CITIGROUP INC.

By: /s/ Martin A. Waters

Martin A. Waters

Assistant Treasurer

CERTIFICATE OF DESIGNATIONS

7.125% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES J

CITIGROUP INC.

______________________________

pursuant to Section 151 of the

General Corporation Law of the State of Delaware

______________________________

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that:

3. Pursuant to the authority conferred upon a pricing committee (the “Pricing Committee”) by the Board of Directors, the Pricing Committee, by action duly taken on September 12, 2013, adopted resolutions (i) authorizing the issuance and sale of up to 41,400 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 7.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series J (the “Series J Preferred Stock”) establishing the number of shares to be included in this Series J Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series J Preferred Stock and the qualifications, limitations or restrictions thereof as follows:

Section 1. Designation.

The designation of the series of preferred stock shall be “7.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series J” (the “Series J Preferred Stock”). Each share of

Series J Preferred Stock shall be identical in all respects to every other share of Series J Preferred Stock.

Section 2. Number of Shares.

The number of authorized shares of Series J Preferred Stock shall be 41,400. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series J Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Pricing Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series J Preferred Stock.

Section 3. Definitions. As used herein with respect to Series J Preferred Stock:

“Board of Directors” has the meaning set forth in the recitals above.

“Calculation Agent” means the Transfer Agent acting in its capacity as calculation agent for the Series J Preferred Stock, and its successors and assigns.

“Depositary” means DTC or its nominee or any successor depositary appointed by the Company.

“Dividend Payment Date” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Period” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Record Date” shall have the meaning set forth in Section 4(a) hereof.

“DTC” means The Depository Trust Company.

“Holder” means the Person in whose name the shares of the Series J Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series J Preferred Stock for the purpose of making payment and for all other purposes.

“Junior Stock” means the Common Stock and any other class or series of stock of the

Company now existing or hereafter authorized over which Series J Preferred Stock has

preference or priority in the payment of dividends or in the distribution of assets on any

voluntary or involuntary liquidation, dissolution or winding up of the Company.

“LIBOR Determination Date” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.

“London Banking Day” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.

“Nonpayment” shall have the meaning set forth in Section 7(b)(i) hereof.

“Officer” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.

“Preferred Stock Director” shall have the meaning set forth in Section 7(b)(i) hereof.

“Preferred Stock Director Termination Date” shall have the meaning set forth in Section 7(b)(iv) hereof.

“Registrar” means the Transfer Agent acting in its capacity as registrar for the Series J Preferred Stock, and its successors and assigns.

“Regulatory Capital Event” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series J Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series J Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series J Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series J Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series J Preferred Stock is outstanding.

“Series J Preferred Stock” shall have the meaning set forth in Section 1 hereof.

“Series J Preferred Stock Certificate” shall have the meaning set forth in Section 14(a) hereof.

“Three-month LIBOR” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters LIBOR01 page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on the Reuters LIBOR01 page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on September 30, 2023, 0.2544%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.

“Trust” shall have the meaning set forth in Section 6(d).

Section 4. Dividends.

dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (except if after September 30, 2023, that day falls in the next calendar month, in which case the payment of any dividend otherwise payable will be made on the first preceding Business Day), (i) on or prior to September 30, 2023, without any interest or other payment in respect of such postponement, and (ii) after September 30, 2023, with dividends accruing to the actual payment date (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Series J Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Series J Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 7.125%, for each Dividend Period from and including the date of issuance to, but excluding, September 30, 2023 and (ii) Three-month LIBOR plus 4.040%, for each Dividend Period from and including September 30, 2023. The record date for payment of dividends on the Series J Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to September 30, 2023 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after September 30, 2023 will be computed on the basis of a 360-day year and the actual number of days elapsed.

(b) Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series J Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series J Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c) Priority of Dividends. So long as any share of Series J Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series J Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:

(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

Except as provided below, for so long as any share of Series J Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series J Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series J Preferred Stock in the payment of dividends, all dividends declared upon shares of Series J Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series J Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

Section 5. Liquidation Rights.

(a) Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available

therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of stock ranking senior to or on parity with Series J Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share (the “Series J Liquidation Preference”), plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b) Partial Payment. If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series J Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

Section 6. Redemption.

(a) Optional Redemption. The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series J Preferred Stock at the time outstanding, on any Dividend Payment Date on or after September 30, 2023, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.

(b) Notice of Redemption. Notice of every redemption of shares of Series J Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for

redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series J Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series J Preferred Stock. Each notice shall state:

(i) the redemption date;

(ii) the total number of shares of Series J Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii) the redemption price;

(iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and

(v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series J Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c) Partial Redemption. In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares of Series J Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series J Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series J Preferred Stock shall be redeemed from time to time.

respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.

Section 7. Voting Rights.

(a) General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.

(b) Special Voting Right.

(i) Voting Right. If and whenever dividends on the Series J Preferred Stock or any other class or series of preferred stock that ranks on parity with Series J Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “Nonpayment”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “Preferred Stock Director.”

written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series J Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders at which Preferred Stock Directors are to be elected, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series J Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii) Notice of Special Meeting. Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director's election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series J Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series J Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series J Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series J Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “Preferred Stock Director Termination Date”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).

(c) Senior Issuances; Adverse Changes. So long as any shares of Series J Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series J Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i) any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series J Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences, economic rights or special rights of the Series J Preferred Stock so as to affect them adversely;

(ii) any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company's capital stock ranking prior to the Series J Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii) the consummation of a binding share exchange or reclassification involving the Series J Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series J Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series J Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S.

federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series J Preferred Stock prior to such merger or consolidation), and (ii) such Series J Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series J Preferred Stock, taken as a whole;

provided, however, that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series J Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series J Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series J Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series J Preferred Stock but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series J Preferred Stock as a single class (in lieu of all other series of preferred stock) for purposes of the vote or consent required by this Section 7(c).

(d) No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series J Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 8. Preemption and Conversion Rights.

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.

Section 9. Rank.

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior

Stock or shares of any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series J Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Section 10. Reacquired Shares.

The Board of Directors shall take such actions as are necessary to cause the shares of Series J Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 11. No Sinking Fund.

Shares of Series J Preferred Stock are not subject to the operation of a sinking fund.

Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series J Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however, that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates.

Section 14. Form.

(a) Series J Preferred Stock Certificates. Series J Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series J Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series J Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the

Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).

(b) Signature. Two Officers shall sign any Series J Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series J Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series J Preferred Stock Certificate, such Series J Preferred Stock Certificate shall be valid nevertheless. A Series J Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series J Preferred Stock Certificate. Each Series J Preferred Stock Certificate shall be dated the date of its countersignature.

Section 15. Taxes.

(a) Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series J Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series J Preferred Stock, in a name other than that in which the shares of Series J Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b) Withholding. All payments and distributions (or deemed distributions) on the shares of Series J Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 16. Notices.

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 250 Royall Street, Canton, Massachusetts 02021, or other agent of the Company designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

Section 17. Other Rights Disclaimed.

The shares of Series J Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.

IN WITNESS WHEREOF, this Certificate of Designations as has been executed on behalf of the Company by its Chief Accounting Officer this 18^th day of September, 2013.

CITIGROUP INC.

By: _/s/ Jeffrey R. Walsh________________
Name: Jeffrey R. Walsh
Title: Chief Accounting Officer

Exhibit A

FORM OF
7.125% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES J

Certificate Number_______ Number of Shares of Series J Preferred Stock______

CUSIP NO.:

CITIGROUP INC.

7.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series J

(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated 7.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series J, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series J Preferred Stock”). The shares of Series J Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series J Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated September 18, 2013 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.

Reference is hereby made to select provisions of the Series J Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.

Unless the Registrar has properly countersigned, these shares of Series J Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this __ day of ________, ________.

CITIGROUP INC.

By: _______________________________________
Name:
Title:

REGISTRAR’S COUNTERSIGNATURE

These are shares of Series J Preferred Stock referred to in the within-mentioned Certificate of Designations.

Dated:

COMPUTERSHARE TRUST COMPANY, N.A., as Registrar

By: _______________________________________
Name:
Title:

REVERSE OF CERTIFICATE

Dividends on each share of Series J Preferred Stock shall be payable at the rate provided in the Certificate of Designations.

The shares of Series J Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series J Preferred Stock evidenced hereby to:

___________________________________________________

(Insert assignee’s social security or taxpayer identification number, if any)

___________________________________________________

(Insert address and zip code of assignee)

and irrevocably appoints:

___________________________________________________

as agent to transfer the shares of Series J Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.

Date:

Signature:

___________________________________________________

(Sign exactly as your name appears on the other side of this Certificate)

Signature Guarantee: ___________________________________________________

CERTIFICATE OF RETIREMENT

OF PREFERRED STOCK

OF CITIGROUP INC.

(Pursuant to Section 243 of the General

Corporation Law of the State of Delaware)

CITIGROUP INC., a corporation duly organized and existing under the General Corporation Law of the State of Delaware, certifies as follows:

FIRST: Citigroup's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), authorizes the issuance of up to 31,000 shares of Series R Cumulative Participating Preferred Stock (the "Series R Preferred Stock"), with $1.00 par value per share.

SECOND: No shares of the Series R Preferred Stock have been or will be issued.

THIRD: Pursuant to the provisions of Section 243 of the General Corporation Law of the State of Delaware, all references to the Series R Preferred Stock in the Certificate of Incorporation are hereby eliminated, and the shares that were designated to such series are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup.

IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Secretary this 9^th day of October, 2013.

CITIGROUP INC.

By: /s/Michael J. Tarpley

Michael J. Tarpley

Assistant Secretary

CERTIFICATE OF DESIGNATIONS

6.875% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES K

CITIGROUP INC.

______________________________

pursuant to Section 151 of the

General Corporation Law of the State of Delaware

______________________________

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that:

3. Pursuant to the authority conferred upon a preferred stock committee (the “Preferred Stock Committee”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on October 24, 2013, adopted resolutions (i) authorizing the issuance and sale of up to 59,800 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 6.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series K (the “Series K Preferred Stock”) establishing the number of shares to be included in this Series K Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series K Preferred Stock and the qualifications, limitations or restrictions thereof as follows:

Section 1. Designation.

The designation of the series of preferred stock shall be “6.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series K” (the “Series K Preferred Stock”). Each share of Series K Preferred Stock shall be identical in all respects to every other share of Series K Preferred Stock.

Section 2. Number of Shares.

The number of authorized shares of Series K Preferred Stock shall be 59,800. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series K Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series K Preferred Stock.

Section 3. Definitions. As used herein with respect to Series K Preferred Stock:

“Board of Directors” has the meaning set forth in the recitals above.

“Calculation Agent” means the Transfer Agent acting in its capacity as calculation agent for the Series K Preferred Stock, and its successors and assigns.

“Depositary” means DTC or its nominee or any successor depositary appointed by the Company.

“Dividend Payment Date” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Period” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Record Date” shall have the meaning set forth in Section 4(a) hereof.

“DTC” means The Depository Trust Company.

“Holder” means the Person in whose name the shares of the Series K Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series K Preferred Stock for the purpose of making payment and for all other purposes.

“Junior Stock” means the Common Stock and any other class or series of stock of the

Company now existing or hereafter authorized over which Series K Preferred Stock has