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☒
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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☐
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
52-1568099
|
||
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
||
388 Greenwich Street,
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New York
|
NY
|
|
10013
|
(Address of principal executive offices)
|
|
(Zip code)
|
Large accelerated filer
|
☒
|
Accelerated filer
|
☐
|
Non-accelerated filer
|
☐
|
Smaller reporting company
|
☐
|
|
|
|
|
|
|
Emerging growth company
|
☐
|
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OVERVIEW
|
|
MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
|
|
Executive Summary
|
|
Summary of Selected Financial Data
|
|
SEGMENT AND BUSINESS—INCOME (LOSS)
AND REVENUES
|
|
SEGMENT BALANCE SHEET
|
|
Global Consumer Banking (GCB)
|
|
North America GCB
|
|
Latin America GCB
|
|
Asia GCB
|
|
Institutional Clients Group
|
|
Corporate/Other
|
|
OFF-BALANCE SHEET
ARRANGEMENTS
|
|
CAPITAL RESOURCES
|
|
MANAGING GLOBAL RISK TABLE OF
CONTENTS
|
|
MANAGING GLOBAL RISK
|
|
INCOME TAXES
|
|
FUTURE APPLICATION OF ACCOUNTING
STANDARDS
|
|
DISCLOSURE CONTROLS AND
PROCEDURES
|
|
DISCLOSURE PURSUANT TO SECTION 219 OF
THE IRAN THREAT REDUCTION AND SYRIA
HUMAN RIGHTS ACT
|
|
FORWARD-LOOKING STATEMENTS
|
|
FINANCIAL STATEMENTS AND NOTES
TABLE OF CONTENTS
|
|
CONSOLIDATED FINANCIAL STATEMENTS
|
|
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS (UNAUDITED)
|
|
UNREGISTERED SALES OF EQUITY SECURITIES,
PURCHASES OF EQUITY SECURITIES AND
DIVIDENDS
|
(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.
|
•
|
Citi had solid underlying revenue growth 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 a pretax gain on sale of approximately $250 million of an asset management business in the third quarter of 2018 in Latin America.
|
•
|
Citi had balanced performance in the Institutional Clients Group (ICG), with solid results in treasury and trade solutions, investment banking and the private bank, while fixed income markets revenues were largely unchanged and equity markets revenues were negatively impacted by a challenging environment.
|
•
|
Citi continued to demonstrate expense and credit discipline.
|
•
|
Citi had broad-based loan and deposit growth across GCB and ICG.
|
•
|
Citi continued to return capital to its shareholders, including $6.3 billion in the form of common stock dividends as well as repurchases totaling 76 million common shares, contributing to a 10% reduction in average outstanding common shares from the prior-year period.
|
•
|
Despite progress in returning capital to shareholders, Citi’s key regulatory capital metrics remained strong.
|
|
Third Quarter
|
|
Nine Months
|
|
||||||||||||
In millions of dollars, except per share amounts and ratios
|
2019
|
2018
|
% Change
|
2019
|
2018
|
% Change
|
||||||||||
Net interest revenue
|
$
|
11,641
|
|
$
|
11,802
|
|
(1
|
)%
|
$
|
35,350
|
|
$
|
34,639
|
|
2
|
%
|
Non-interest revenue
|
6,933
|
|
6,587
|
|
5
|
|
20,558
|
|
21,091
|
|
(3
|
)
|
||||
Revenues, net of interest expense
|
$
|
18,574
|
|
$
|
18,389
|
|
1
|
%
|
$
|
55,908
|
|
$
|
55,730
|
|
—
|
%
|
Operating expenses
|
10,464
|
|
10,311
|
|
1
|
|
31,548
|
|
31,948
|
|
(1
|
)
|
||||
Provisions for credit losses and for benefits and claims
|
2,088
|
|
1,974
|
|
6
|
|
6,161
|
|
5,643
|
|
9
|
|
||||
Income from continuing operations before income taxes
|
$
|
6,022
|
|
$
|
6,104
|
|
(1
|
)%
|
$
|
18,199
|
|
$
|
18,139
|
|
—
|
%
|
Income taxes
|
1,079
|
|
1,471
|
|
(27
|
)
|
3,727
|
|
4,356
|
|
(14
|
)
|
||||
Income from continuing operations
|
$
|
4,943
|
|
$
|
4,633
|
|
7
|
%
|
$
|
14,472
|
|
$
|
13,783
|
|
5
|
%
|
Income (loss) from discontinued operations,
net of taxes(1)
|
(15
|
)
|
(8
|
)
|
(88
|
)
|
—
|
|
—
|
|
—
|
|
||||
Net income before attribution of noncontrolling
interests
|
$
|
4,928
|
|
$
|
4,625
|
|
7
|
%
|
$
|
14,472
|
|
$
|
13,783
|
|
5
|
%
|
Net income attributable to noncontrolling interests
|
15
|
|
3
|
|
NM
|
|
50
|
|
51
|
|
(2
|
)
|
||||
Citigroup’s net income
|
$
|
4,913
|
|
$
|
4,622
|
|
6
|
%
|
$
|
14,422
|
|
$
|
13,732
|
|
5
|
%
|
Earnings per share
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
2.09
|
|
$
|
1.74
|
|
20
|
%
|
$
|
5.92
|
|
$
|
5.04
|
|
17
|
%
|
Net income
|
2.09
|
|
1.73
|
|
21
|
|
5.92
|
|
5.04
|
|
17
|
|
||||
Diluted
|
|
|
|
|
|
|
|
|||||||||
Income from continuing operations
|
$
|
2.08
|
|
$
|
1.74
|
|
20
|
%
|
$
|
5.89
|
|
$
|
5.04
|
|
17
|
%
|
Net income
|
2.07
|
|
1.73
|
|
20
|
|
5.89
|
|
5.04
|
|
17
|
|
||||
Dividends declared per common share
|
0.51
|
|
0.45
|
|
13
|
|
1.41
|
|
1.09
|
|
29
|
|
||||
Common dividends
|
$
|
1,183
|
|
$
|
1,127
|
|
5
|
%
|
$
|
3,299
|
|
$
|
2,777
|
|
19
|
%
|
Preferred dividends(2)
|
254
|
|
270
|
|
(6
|
)
|
812
|
|
860
|
|
(6
|
)
|
||||
Common share repurchases
|
$
|
5,120
|
|
$
|
5,271
|
|
(3
|
)
|
$
|
12,750
|
|
$
|
9,846
|
|
29
|
|
|
Third Quarter
|
|
Nine Months
|
|
|||||||||||
In millions of dollars, except per share amounts, ratios and direct staff
|
2019
|
2018
|
% Change
|
2019
|
2018
|
|
|||||||||
At September 30:
|
|
|
|
|
|
|
|||||||||
Total assets
|
$
|
2,014,802
|
|
$
|
1,925,165
|
|
5
|
%
|
|
|
|
||||
Total deposits
|
1,087,769
|
|
1,005,176
|
|
8
|
|
|
|
|
||||||
Long-term debt
|
242,238
|
|
235,270
|
|
3
|
|
|
|
|
||||||
Citigroup common stockholders’ equity
|
176,893
|
|
177,969
|
|
(1
|
)
|
|
|
|
||||||
Total Citigroup stockholders’ equity
|
196,373
|
|
197,004
|
|
—
|
|
|
|
|
||||||
Average assets
|
2,000,082
|
|
1,922,804
|
|
4
|
|
$
|
1,972,873
|
|
$
|
1,914,710
|
|
|
||
Direct staff (in thousands)
|
199
|
|
206
|
|
(3
|
)
|
|
|
|
||||||
Performance metrics
|
|
|
|
|
|
|
|
||||||||
Return on average assets
|
0.97
|
%
|
0.95
|
%
|
|
|
0.98
|
%
|
0.96
|
%
|
|
||||
Return on average common stockholders’ equity(3)
|
10.4
|
|
9.6
|
|
|
|
10.2
|
|
9.5
|
|
|
||||
Return on average total stockholders’ equity(3)
|
9.9
|
|
9.2
|
|
|
|
9.8
|
|
9.2
|
|
|
||||
Return on tangible common equity (RoTCE)(4)
|
12.2
|
|
11.3
|
|
|
12.0
|
|
11.2
|
|
|
|||||
Efficiency ratio (total operating expenses/total revenues)
|
56.3
|
|
56.1
|
|
|
|
56.4
|
|
57.3
|
|
|
||||
Basel III ratios
|
|
|
|
|
|
|
|||||||||
Common Equity Tier 1 Capital(5)
|
11.58
|
%
|
11.73
|
%
|
|
|
|
|
|||||||
Tier 1 Capital(5)
|
13.20
|
|
13.36
|
|
|
|
|
|
|||||||
Total Capital(5)
|
16.07
|
|
15.98
|
|
|
|
|
|
|||||||
Supplementary Leverage ratio
|
6.27
|
|
6.50
|
|
|
|
|
|
|||||||
Citigroup common stockholders’ equity to assets
|
8.78
|
%
|
9.24
|
%
|
|
|
|
|
|
||||||
Total Citigroup stockholders’ equity to assets
|
9.75
|
|
10.23
|
|
|
|
|
|
|
||||||
Dividend payout ratio(6)
|
24.6
|
|
26.0
|
|
|
23.9
|
%
|
21.6
|
%
|
|
|||||
Total payout ratio(7)
|
135.3
|
|
147.0
|
|
|
117.9
|
|
98.1
|
|
|
|||||
Book value per common share
|
$
|
81.02
|
|
$
|
72.88
|
|
11
|
%
|
|
|
|
|
|||
Tangible book value (TBV) per share(4)
|
69.03
|
|
61.91
|
|
12
|
|
|
|
|
(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)
|
Certain series of preferred stock have semi-annual payment dates. See Note 9 to the Consolidated Financial Statements.
|
(3)
|
The return on average common stockholders’ equity is calculated using net income less preferred stock dividends divided by average common stockholders’ equity. The return on average total Citigroup stockholders’ equity is calculated using net income divided by average Citigroup stockholders’ equity.
|
(4)
|
For information on RoTCE and TBV, see “Capital Resources—Tangible Common Equity, Book Value Per Share, Tangible Book Value Per Share and Returns on Equity” below.
|
(5)
|
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.
|
(6)
|
Dividends declared per common share as a percentage of net income per diluted share.
|
(7)
|
Total common dividends declared plus common stock repurchases as a percentage of net income available to common shareholders (Net income, less preferred dividends). See “Consolidated Statement of Changes in Stockholders’ Equity,” Note 9 to the Consolidated Financial Statements and “Equity Security Repurchases” below for the component details.
|
|
Third Quarter
|
|
Nine Months
|
|
||||||||||||
In millions of dollars
|
2019
|
2018
|
% Change
|
2019
|
2018
|
% Change
|
||||||||||
Income from continuing operations
|
|
|
|
|
|
|
||||||||||
Global Consumer Banking
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
926
|
|
$
|
850
|
|
9
|
%
|
$
|
2,416
|
|
$
|
2,407
|
|
—
|
%
|
Latin America
|
238
|
|
331
|
|
(28
|
)
|
752
|
|
707
|
|
6
|
|
||||
Asia(1)
|
422
|
|
383
|
|
10
|
|
1,268
|
|
1,116
|
|
14
|
|
||||
Total
|
$
|
1,586
|
|
$
|
1,564
|
|
1
|
%
|
$
|
4,436
|
|
$
|
4,230
|
|
5
|
%
|
Institutional Clients Group
|
|
|
|
|
|
|
|
|
|
|
||||||
North America
|
$
|
801
|
|
$
|
871
|
|
(8
|
)%
|
$
|
2,537
|
|
$
|
2,759
|
|
(8
|
)%
|
EMEA
|
1,060
|
|
971
|
|
9
|
|
3,190
|
|
3,070
|
|
4
|
|
||||
Latin America
|
466
|
|
544
|
|
(14
|
)
|
1,460
|
|
1,555
|
|
(6
|
)
|
||||
Asia
|
843
|
|
735
|
|
15
|
|
2,648
|
|
2,312
|
|
15
|
|
||||
Total
|
$
|
3,170
|
|
$
|
3,121
|
|
2
|
%
|
$
|
9,835
|
|
$
|
9,696
|
|
1
|
%
|
Corporate/Other
|
187
|
|
(52
|
)
|
NM
|
|
201
|
|
(143
|
)
|
NM
|
|
||||
Income from continuing operations
|
$
|
4,943
|
|
$
|
4,633
|
|
7
|
%
|
$
|
14,472
|
|
$
|
13,783
|
|
5
|
%
|
Discontinued operations
|
$
|
(15
|
)
|
$
|
(8
|
)
|
(88
|
)%
|
$
|
—
|
|
$
|
—
|
|
—
|
%
|
Less: Net income attributable to noncontrolling interests
|
15
|
|
3
|
|
NM
|
|
50
|
|
51
|
|
(2
|
)
|
||||
Citigroup’s net income
|
$
|
4,913
|
|
$
|
4,622
|
|
6
|
%
|
$
|
14,422
|
|
$
|
13,732
|
|
5
|
%
|
(1)
|
Asia GCB includes the results of operations of GCB activities in certain EMEA countries for all periods presented.
|
|
Third Quarter
|
|
Nine Months
|
|
||||||||||||
In millions of dollars
|
2019
|
2018
|
% Change
|
2019
|
2018
|
% Change
|
||||||||||
Global Consumer Banking
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
5,352
|
|
$
|
5,129
|
|
4
|
%
|
$
|
15,695
|
|
$
|
15,290
|
|
3
|
%
|
Latin America
|
1,390
|
|
1,664
|
|
(16
|
)
|
4,203
|
|
4,379
|
|
(4
|
)
|
||||
Asia(1)
|
1,916
|
|
1,855
|
|
3
|
|
5,716
|
|
5,649
|
|
1
|
|
||||
Total
|
$
|
8,658
|
|
$
|
8,648
|
|
—
|
%
|
$
|
25,614
|
|
$
|
25,318
|
|
1
|
%
|
Institutional Clients Group
|
|
|
|
|
|
|
|
|
|
|||||||
North America
|
$
|
3,104
|
|
$
|
3,329
|
|
(7
|
)%
|
$
|
9,701
|
|
$
|
10,106
|
|
(4
|
)%
|
EMEA
|
3,138
|
|
2,927
|
|
7
|
|
9,268
|
|
9,137
|
|
1
|
|
||||
Latin America
|
1,173
|
|
1,061
|
|
11
|
|
3,528
|
|
3,445
|
|
2
|
|
||||
Asia
|
2,099
|
|
1,931
|
|
9
|
|
6,432
|
|
6,112
|
|
5
|
|
||||
Total
|
$
|
9,514
|
|
$
|
9,248
|
|
3
|
%
|
$
|
28,929
|
|
$
|
28,800
|
|
—
|
%
|
Corporate/Other
|
402
|
|
493
|
|
(18
|
)
|
1,365
|
|
1,612
|
|
(15
|
)
|
||||
Total Citigroup net revenues
|
$
|
18,574
|
|
$
|
18,389
|
|
1
|
%
|
$
|
55,908
|
|
$
|
55,730
|
|
—
|
%
|
(1)
|
Asia GCB includes the results of operations of GCB activities in certain EMEA countries for all periods presented.
|
In millions of dollars
|
Global
Consumer
Banking
|
Institutional
Clients
Group
|
Corporate/Other
and
consolidating
eliminations(2)
|
Citigroup
parent company-
issued long-term
debt and
stockholders’
equity(3)
|
Total
Citigroup
consolidated
|
||||||||||
Assets
|
|
|
|
|
|
||||||||||
Cash and deposits with banks
|
$
|
7,037
|
|
$
|
72,772
|
|
$
|
140,634
|
|
$
|
—
|
|
$
|
220,443
|
|
Securities borrowed and purchased under agreements to resell
|
129
|
|
260,730
|
|
266
|
|
—
|
|
261,125
|
|
|||||
Trading account assets
|
1,229
|
|
294,037
|
|
11,558
|
|
—
|
|
306,824
|
|
|||||
Investments
|
1,077
|
|
120,417
|
|
236,889
|
|
—
|
|
358,383
|
|
|||||
Loans, net of unearned income and
allowance for loan losses
|
305,304
|
|
363,359
|
|
10,550
|
|
—
|
|
679,213
|
|
|||||
Other assets
|
40,007
|
|
109,917
|
|
38,890
|
|
—
|
|
188,814
|
|
|||||
Net inter-segment liquid assets(4)
|
85,411
|
|
257,871
|
|
(343,282
|
)
|
—
|
|
—
|
|
|||||
Total assets
|
$
|
440,194
|
|
$
|
1,479,103
|
|
$
|
95,505
|
|
$
|
—
|
|
$
|
2,014,802
|
|
Liabilities and equity
|
|
|
|
|
|
||||||||||
Total deposits
|
$
|
322,126
|
|
$
|
752,640
|
|
$
|
13,003
|
|
$
|
—
|
|
$
|
1,087,769
|
|
Securities loaned and sold under
agreements to repurchase
|
4,479
|
|
190,469
|
|
99
|
|
—
|
|
195,047
|
|
|||||
Trading account liabilities
|
688
|
|
134,585
|
|
323
|
|
—
|
|
135,596
|
|
|||||
Short-term borrowings
|
395
|
|
25,393
|
|
9,442
|
|
—
|
|
35,230
|
|
|||||
Long-term debt(3)
|
1,666
|
|
57,888
|
|
37,342
|
|
145,342
|
|
242,238
|
|
|||||
Other liabilities
|
20,544
|
|
84,705
|
|
16,603
|
|
—
|
|
121,852
|
|
|||||
Net inter-segment funding (lending)(3)
|
90,296
|
|
233,423
|
|
17,996
|
|
(341,715
|
)
|
—
|
|
|||||
Total liabilities
|
$
|
440,194
|
|
$
|
1,479,103
|
|
$
|
94,808
|
|
$
|
(196,373
|
)
|
$
|
1,817,732
|
|
Total stockholders’ equity(5)
|
—
|
|
—
|
|
697
|
|
196,373
|
|
197,070
|
|
|||||
Total liabilities and equity
|
$
|
440,194
|
|
$
|
1,479,103
|
|
$
|
95,505
|
|
$
|
—
|
|
$
|
2,014,802
|
|
(1)
|
The supplemental information presented in the table above reflects Citigroup’s consolidated GAAP balance sheet by reporting segment as of September 30, 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 on 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.
|
(1)
|
Includes both Citi-branded cards and Citi retail services.
|
(2)
|
Reflects the impact of FX translation into U.S. dollars at the third quarter of 2019 and year-to-date 2019 average exchange rates for all periods presented.
|
(3)
|
Presentation of this metric excluding FX translation is a non-GAAP financial measure.
|
|
Third Quarter
|
|
Nine Months
|
|
||||||||||||
In millions of dollars, except as otherwise noted
|
2019
|
2018
|
% Change
|
2019
|
2018
|
% Change
|
||||||||||
Net interest revenue
|
$
|
5,189
|
|
$
|
4,984
|
|
4
|
%
|
$
|
15,277
|
|
$
|
14,514
|
|
5
|
%
|
Non-interest revenue
|
163
|
|
145
|
|
12
|
|
418
|
|
776
|
|
(46
|
)
|
||||
Total revenues, net of interest expense
|
$
|
5,352
|
|
$
|
5,129
|
|
4
|
%
|
$
|
15,695
|
|
$
|
15,290
|
|
3
|
%
|
Total operating expenses
|
$
|
2,612
|
|
$
|
2,668
|
|
(2
|
)%
|
$
|
8,001
|
|
$
|
7,979
|
|
—
|
%
|
Net credit losses
|
$
|
1,355
|
|
$
|
1,242
|
|
9
|
%
|
$
|
4,212
|
|
$
|
3,816
|
|
10
|
%
|
Credit reserve build (release)
|
175
|
|
116
|
|
51
|
|
355
|
|
354
|
|
—
|
|
||||
Provision (release) for unfunded lending commitments
|
(1
|
)
|
5
|
|
NM
|
|
10
|
|
3
|
|
NM
|
|
||||
Provision for benefits and claims
|
4
|
|
5
|
|
(20
|
)
|
16
|
|
16
|
|
—
|
|
||||
Provisions for credit losses and for benefits and claims
|
$
|
1,533
|
|
$
|
1,368
|
|
12
|
%
|
$
|
4,593
|
|
$
|
4,189
|
|
10
|
%
|
Income from continuing operations before taxes
|
$
|
1,207
|
|
$
|
1,093
|
|
10
|
%
|
$
|
3,101
|
|
$
|
3,122
|
|
(1
|
)%
|
Income taxes
|
281
|
|
243
|
|
16
|
|
685
|
|
715
|
|
(4
|
)
|
||||
Income from continuing operations
|
$
|
926
|
|
$
|
850
|
|
9
|
%
|
$
|
2,416
|
|
$
|
2,407
|
|
—
|
%
|
Noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Net income
|
$
|
926
|
|
$
|
850
|
|
9
|
%
|
$
|
2,416
|
|
$
|
2,407
|
|
—
|
%
|
Balance Sheet data and ratios (in billions of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average assets
|
$
|
258
|
|
$
|
249
|
|
4
|
%
|
$
|
254
|
|
$
|
247
|
|
3
|
%
|
Return on average assets
|
1.42
|
%
|
1.35
|
%
|
|
|
1.27
|
%
|
1.30
|
%
|
|
|
||||
Efficiency ratio
|
49
|
|
52
|
|
|
|
51
|
|
52
|
|
|
|
||||
Average deposits
|
$
|
186.0
|
|
$
|
180.2
|
|
3
|
|
$
|
183.8
|
|
$
|
180.3
|
|
2
|
|
Net credit losses as a percentage of average loans
|
2.70
|
%
|
2.56
|
%
|
|
|
2.87
|
%
|
2.68
|
%
|
|
|
||||
Revenue by business
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Retail banking
|
$
|
1,304
|
|
$
|
1,329
|
|
(2
|
)%
|
$
|
3,971
|
|
$
|
3,984
|
|
—
|
%
|
Citi-branded cards
|
2,334
|
|
2,108
|
|
11
|
|
6,726
|
|
6,402
|
|
5
|
|
||||
Citi retail services
|
1,714
|
|
1,692
|
|
1
|
|
4,998
|
|
4,904
|
|
2
|
|
||||
Total
|
$
|
5,352
|
|
$
|
5,129
|
|
4
|
%
|
$
|
15,695
|
|
$
|
15,290
|
|
3
|
%
|
Income from continuing operations by business
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Retail banking
|
$
|
109
|
|
$
|
131
|
|
(17
|
)%
|
$
|
306
|
|
$
|
432
|
|
(29
|
)%
|
Citi-branded cards
|
441
|
|
375
|
|
18
|
|
1,187
|
|
1,109
|
|
7
|
|
||||
Citi retail services
|
376
|
|
344
|
|
9
|
|
923
|
|
866
|
|
7
|
|
||||
Total
|
$
|
926
|
|
$
|
850
|
|
9
|
%
|
$
|
2,416
|
|
$
|
2,407
|
|
—
|
%
|
|
Third Quarter
|
|
Nine Months
|
% Change
|
||||||||||||
In millions of dollars, except as otherwise noted
|
2019
|
2018
|
% Change
|
2019
|
2018
|
|||||||||||
Net interest revenue
|
$
|
1,017
|
|
$
|
1,042
|
|
(2
|
)%
|
$
|
3,009
|
|
$
|
3,052
|
|
(1
|
)%
|
Non-interest revenue
|
373
|
|
622
|
|
(40
|
)
|
1,194
|
|
1,327
|
|
(10
|
)
|
||||
Total revenues, net of interest expense
|
$
|
1,390
|
|
$
|
1,664
|
|
(16
|
)%
|
$
|
4,203
|
|
$
|
4,379
|
|
(4
|
)%
|
Total operating expenses
|
$
|
781
|
|
$
|
825
|
|
(5
|
)%
|
$
|
2,281
|
|
$
|
2,359
|
|
(3
|
)%
|
Net credit losses
|
$
|
285
|
|
$
|
307
|
|
(7
|
)%
|
$
|
868
|
|
$
|
863
|
|
1
|
%
|
Credit reserve build
|
(8
|
)
|
31
|
|
NM
|
|
(5
|
)
|
106
|
|
NM
|
|
||||
Provision (release) for unfunded lending commitments
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
1
|
|
NM
|
|
||||
Provision for benefits and claims
|
13
|
|
22
|
|
(41
|
)
|
32
|
|
59
|
|
(46
|
)
|
||||
Provisions for credit losses and for benefits and claims (LLR & PBC)
|
$
|
290
|
|
$
|
360
|
|
(19
|
)%
|
$
|
894
|
|
$
|
1,029
|
|
(13
|
)%
|
Income from continuing operations before taxes
|
$
|
319
|
|
$
|
479
|
|
(33
|
)%
|
$
|
1,028
|
|
$
|
991
|
|
4
|
%
|
Income taxes
|
81
|
|
148
|
|
(45
|
)
|
276
|
|
284
|
|
(3
|
)
|
||||
Income from continuing operations
|
$
|
238
|
|
$
|
331
|
|
(28
|
)%
|
$
|
752
|
|
$
|
707
|
|
6
|
%
|
Net income
|
$
|
238
|
|
$
|
331
|
|
(28
|
)%
|
$
|
752
|
|
$
|
707
|
|
6
|
%
|
Balance Sheet data and ratios (in billions of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Average assets
|
$
|
47
|
|
$
|
45
|
|
4
|
%
|
$
|
45
|
|
$
|
44
|
|
2
|
%
|
Return on average assets
|
2.01
|
%
|
2.92
|
%
|
|
|
2.23
|
%
|
2.15
|
%
|
|
|
||||
Efficiency ratio
|
56
|
|
50
|
|
|
|
54
|
|
54
|
|
|
|
||||
Average deposits
|
$
|
29.2
|
|
$
|
29.4
|
|
(1
|
)
|
$
|
29.0
|
|
$
|
28.9
|
|
—
|
|
Net credit losses as a percentage of average loans
|
4.45
|
%
|
4.63
|
%
|
|
|
4.55
|
%
|
4.44
|
%
|
|
|
||||
Revenue by business
|
|
|
|
|
|
|
|
|
|
|||||||
Retail banking
|
$
|
972
|
|
$
|
1,259
|
|
(23
|
)%
|
$
|
2,995
|
|
$
|
3,211
|
|
(7
|
)%
|
Citi-branded cards
|
418
|
|
405
|
|
3
|
|
1,208
|
|
1,168
|
|
3
|
|
||||
Total
|
$
|
1,390
|
|
$
|
1,664
|
|
(16
|
)%
|
$
|
4,203
|
|
$
|
4,379
|
|
(4
|
)%
|
Income from continuing operations by business
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Retail banking
|
$
|
155
|
|
$
|
276
|
|
(44
|
)%
|
$
|
544
|
|
$
|
562
|
|
(3
|
)%
|
Citi-branded cards
|
83
|
|
55
|
|
51
|
|
208
|
|
145
|
|
43
|
|
||||
Total
|
$
|
238
|
|
$
|
331
|
|
(28
|
)%
|
$
|
752
|
|
$
|
707
|
|
6
|
%
|
FX translation impact
|
|
|
|
|
|
|
|
|
|
|
||||||
Total revenues—as reported
|
$
|
1,390
|
|
$
|
1,664
|
|
(16
|
)%
|
$
|
4,203
|
|
$
|
4,379
|
|
(4
|
)%
|
Impact of FX translation(1)
|
—
|
|
(59
|
)
|
|
|
—
|
|
(86
|
)
|
|
|
||||
Total revenues—ex-FX(2)
|
$
|
1,390
|
|
$
|
1,605
|
|
(13
|
)%
|
$
|
4,203
|
|
$
|
4,293
|
|
(2
|
)%
|
Total operating expenses—as reported
|
$
|
781
|
|
$
|
825
|
|
(5
|
)%
|
$
|
2,281
|
|
$
|
2,359
|
|
(3
|
)%
|
Impact of FX translation(1)
|
—
|
|
(26
|
)
|
|
|
—
|
|
(41
|
)
|
|
|
||||
Total operating expenses—ex-FX(2)
|
$
|
781
|
|
$
|
799
|
|
(2
|
)%
|
$
|
2,281
|
|
$
|
2,318
|
|
(2
|
)%
|
Provisions for LLR & PBC—as reported
|
$
|
290
|
|
$
|
360
|
|
(19
|
)%
|
$
|
894
|
|
$
|
1,029
|
|
(13
|
)%
|
Impact of FX translation(1)
|
—
|
|
(14
|
)
|
|
|
—
|
|
(22
|
)
|
|
|
||||
Provisions for LLR & PBC—ex-FX(2)
|
$
|
290
|
|
$
|
346
|
|
(16
|
)%
|
$
|
894
|
|
$
|
1,007
|
|
(11
|
)%
|
Net income—as reported
|
$
|
238
|
|
$
|
331
|
|
(28
|
)%
|
$
|
752
|
|
$
|
707
|
|
6
|
%
|
Impact of FX translation(1)
|
—
|
|
(14
|
)
|
|
|
—
|
|
(16
|
)
|
|
|
||||
Net income—ex-FX(2)
|
$
|
238
|
|
$
|
317
|
|
(25
|
)%
|
$
|
752
|
|
$
|
691
|
|
9
|
%
|
(1)
|
Reflects the impact of FX translation into U.S. dollars at the third quarter of 2019 and year-to-date 2019 average exchange rates for all periods presented.
|
(2)
|
Presentation of this metric excluding FX translation is a non-GAAP financial measure.
|
|
Third Quarter
|
|
Nine Months
|
% Change
|
||||||||||||
In millions of dollars, except as otherwise noted(1)
|
2019
|
2018
|
% Change
|
2019
|
2018
|
|||||||||||
Net interest revenue
|
$
|
1,225
|
|
$
|
1,210
|
|
1
|
%
|
$
|
3,670
|
|
$
|
3,669
|
|
—
|
%
|
Non-interest revenue
|
691
|
|
645
|
|
7
|
|
2,046
|
|
1,980
|
|
3
|
|
||||
Total revenues, net of interest expense
|
$
|
1,916
|
|
$
|
1,855
|
|
3
|
%
|
$
|
5,716
|
|
$
|
5,649
|
|
1
|
%
|
Total operating expenses
|
$
|
1,168
|
|
$
|
1,165
|
|
—
|
%
|
$
|
3,550
|
|
$
|
3,649
|
|
(3
|
)%
|
Net credit losses
|
$
|
183
|
|
$
|
165
|
|
11
|
%
|
$
|
523
|
|
$
|
497
|
|
5
|
%
|
Credit reserve build (release)
|
5
|
|
39
|
|
(87
|
)
|
(3
|
)
|
24
|
|
NM
|
|
||||
Provision (release) for unfunded lending commitments
|
1
|
|
1
|
|
—
|
|
1
|
|
4
|
|
(75
|
)
|
||||
Provisions for credit losses
|
$
|
189
|
|
$
|
205
|
|
(8
|
)%
|
$
|
521
|
|
$
|
525
|
|
(1
|
)%
|
Income from continuing operations before taxes
|
$
|
559
|
|
$
|
485
|
|
15
|
%
|
$
|
1,645
|
|
$
|
1,475
|
|
12
|
%
|
Income taxes
|
137
|
|
102
|
|
34
|
|
377
|
|
359
|
|
5
|
|
||||
Income from continuing operations
|
$
|
422
|
|
$
|
383
|
|
10
|
%
|
$
|
1,268
|
|
$
|
1,116
|
|
14
|
%
|
Noncontrolling interests
|
2
|
|
1
|
|
100
|
|
3
|
|
4
|
|
(25
|
)
|
||||
Net income
|
$
|
420
|
|
$
|
382
|
|
10
|
%
|
$
|
1,265
|
|
$
|
1,112
|
|
14
|
%
|
Balance Sheet data and ratios (in billions of dollars)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Average assets
|
$
|
133
|
|
$
|
130
|
|
2
|
%
|
$
|
133
|
|
$
|
130
|
|
2
|
%
|
Return on average assets
|
1.25
|
%
|
1.17
|
%
|
|
|
1.27
|
%
|
1.14
|
%
|
|
|
||||
Efficiency ratio
|
61
|
|
63
|
|
|
62
|
|
65
|
|
|
|
|||||
Average deposits
|
$
|
100.6
|
|
$
|
97.6
|
|
3
|
|
$
|
100.2
|
|
$
|
98.1
|
|
2
|
|
Net credit losses as a percentage of average loans
|
0.82
|
%
|
0.75
|
%
|
|
|
0.79
|
%
|
0.75
|
%
|
|
|
||||
Revenue by business
|
|
|
|
|
|
|
|
|||||||||
Retail banking
|
$
|
1,210
|
|
$
|
1,123
|
|
8
|
%
|
$
|
3,561
|
|
$
|
3,463
|
|
3
|
%
|
Citi-branded cards
|
706
|
|
732
|
|
(4
|
)
|
2,155
|
|
2,186
|
|
(1
|
)
|
||||
Total
|
$
|
1,916
|
|
$
|
1,855
|
|
3
|
%
|
$
|
5,716
|
|
$
|
5,649
|
|
1
|
%
|
Income from continuing operations by business
|
|
|
|
|
|
|
|
|
|
|
||||||
Retail banking
|
$
|
311
|
|
$
|
256
|
|
21
|
%
|
$
|
880
|
|
$
|
766
|
|
15
|
%
|
Citi-branded cards
|
111
|
|
127
|
|
(13
|
)
|
388
|
|
350
|
|
11
|
|
||||
Total
|
$
|
422
|
|
$
|
383
|
|
10
|
%
|
$
|
1,268
|
|
$
|
1,116
|
|
14
|
%
|
FX translation impact
|
|
|
|
|
|
|
|
|||||||||
Total revenues—as reported
|
$
|
1,916
|
|
$
|
1,855
|
|
3
|
%
|
$
|
5,716
|
|
$
|
5,649
|
|
1
|
%
|
Impact of FX translation(2)
|
—
|
|
(23
|
)
|
|
|
—
|
|
(134
|
)
|
|
|
||||
Total revenues—ex-FX(3)
|
$
|
1,916
|
|
$
|
1,832
|
|
5
|
%
|
$
|
5,716
|
|
$
|
5,515
|
|
4
|
%
|
Total operating expenses—as reported
|
$
|
1,168
|
|
$
|
1,165
|
|
—
|
%
|
$
|
3,550
|
|
$
|
3,649
|
|
(3
|
)%
|
Impact of FX translation(2)
|
—
|
|
(18
|
)
|
|
|
—
|
|
(94
|
)
|
|
|
||||
Total operating expenses—ex-FX(3)
|
$
|
1,168
|
|
$
|
1,147
|
|
2
|
%
|
$
|
3,550
|
|
$
|
3,555
|
|
—
|
%
|
Provisions for loan losses—as reported
|
$
|
189
|
|
$
|
205
|
|
(8
|
)%
|
$
|
521
|
|
$
|
525
|
|
(1
|
)%
|
Impact of FX translation(2)
|
—
|
|
(6
|
)
|
|
|
—
|
|
(19
|
)
|
|
|
||||
Provisions for loan losses—ex-FX(3)
|
$
|
189
|
|
$
|
199
|
|
(5
|
)%
|
$
|
521
|
|
$
|
506
|
|
3
|
%
|
Net income—as reported
|
$
|
420
|
|
$
|
382
|
|
10
|
%
|
$
|
1,265
|
|
$
|
1,112
|
|
14
|
%
|
Impact of FX translation(2)
|
—
|
|
—
|
|
|
|
—
|
|
(14
|
)
|
|
|
||||
Net income—ex-FX(3)
|
$
|
420
|
|
$
|
382
|
|
10
|
%
|
$
|
1,265
|
|
$
|
1,098
|
|
15
|
%
|
(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 third quarter of 2019 and year-to-date 2019 average exchange rates for all periods presented.
|
(3)
|
Presentation of this metric excluding FX translation is a non-GAAP financial measure.
|
|
Third Quarter
|
|
Nine Months
|
% Change
|
||||||||||||
In millions of dollars, except as otherwise noted
|
2019
|
2018
|
% Change
|
2019
|
2018
|
|||||||||||
Commissions and fees
|
$
|
1,091
|
|
$
|
1,085
|
|
1
|
%
|
$
|
3,258
|
|
$
|
3,425
|
|
(5
|
)%
|
Administration and other fiduciary fees
|
693
|
|
686
|
|
1
|
|
2,059
|
|
2,093
|
|
(2
|
)
|
||||
Investment banking
|
1,044
|
|
1,029
|
|
1
|
|
3,256
|
|
3,260
|
|
—
|
|
||||
Principal transactions
|
2,578
|
|
2,252
|
|
14
|
|
7,140
|
|
7,435
|
|
(4
|
)
|
||||
Other(1)
|
310
|
|
184
|
|
68
|
|
1,310
|
|
828
|
|
58
|
|
||||
Total non-interest revenue
|
$
|
5,716
|
|
$
|
5,236
|
|
9
|
%
|
$
|
17,023
|
|
$
|
17,041
|
|
—
|
%
|
Net interest revenue (including dividends)
|
3,798
|
|
4,012
|
|
(5
|
)
|
11,906
|
|
11,759
|
|
1
|
|
||||
Total revenues, net of interest expense
|
$
|
9,514
|
|
$
|
9,248
|
|
3
|
%
|
$
|
28,929
|
|
$
|
28,800
|
|
—
|
%
|
Total operating expenses
|
$
|
5,418
|
|
$
|
5,194
|
|
4
|
%
|
$
|
16,201
|
|
$
|
16,160
|
|
—
|
%
|
Net credit losses
|
$
|
89
|
|
$
|
23
|
|
NM
|
|
$
|
216
|
|
$
|
127
|
|
70
|
%
|
Credit reserve build (release)
|
(7
|
)
|
7
|
|
NM
|
|
(14
|
)
|
(136
|
)
|
90
|
|
||||
Provision (release) for unfunded lending commitments
|
9
|
|
41
|
|
(78
|
)%
|
13
|
|
64
|
|
(80
|
)
|
||||
Provisions for credit losses
|
$
|
91
|
|
$
|
71
|
|
28
|
%
|
$
|
215
|
|
$
|
55
|
|
NM
|
|
Income from continuing operations before taxes
|
$
|
4,005
|
|
$
|
3,983
|
|
1
|
%
|
$
|
12,513
|
|
$
|
12,585
|
|
(1
|
)%
|
Income taxes
|
835
|
|
862
|
|
(3
|
)
|
2,678
|
|
2,889
|
|
(7
|
)
|
||||
Income from continuing operations
|
$
|
3,170
|
|
$
|
3,121
|
|
2
|
%
|
$
|
9,835
|
|
$
|
9,696
|
|
1
|
%
|
Noncontrolling interests
|
8
|
|
(6
|
)
|
NM
|
|
29
|
|
21
|
|
38
|
|
||||
Net income
|
$
|
3,162
|
|
$
|
3,127
|
|
1
|
%
|
$
|
9,806
|
|
$
|
9,675
|
|
1
|
%
|
EOP assets (in billions of dollars)
|
$
|
1,479
|
|
$
|
1,404
|
|
5
|
%
|
|
|
|
|||||
Average assets (in billions of dollars)
|
1,465
|
|
1,402
|
|
4
|
|
$
|
1,443
|
|
$
|
1,399
|
|
3
|
%
|
||
Return on average assets
|
0.86
|
%
|
0.88
|
%
|
|
|
0.91
|
%
|
0.92
|
%
|
|
|
||||
Efficiency ratio
|
57
|
|
56
|
|
|
|
56
|
|
56
|
|
|
|
||||
Revenues by region
|
|
|
|
|
|
|
|
|
||||||||
North America
|
$
|
3,104
|
|
$
|
3,329
|
|
(7
|
)%
|
$
|
9,701
|
|
$
|
10,106
|
|
(4
|
)%
|
EMEA
|
3,138
|
|
2,927
|
|
7
|
|
9,268
|
|
9,137
|
|
1
|
|
||||
Latin America
|
1,173
|
|
1,061
|
|
11
|
|
3,528
|
|
3,445
|
|
2
|
|
||||
Asia
|
2,099
|
|
1,931
|
|
9
|
|
6,432
|
|
6,112
|
|
5
|
|
||||
Total
|
$
|
9,514
|
|
$
|
9,248
|
|
3
|
%
|
$
|
28,929
|
|
$
|
28,800
|
|
—
|
%
|
Income from continuing operations by region
|
|
|
|
|
|
|
|
|
|
|||||||
North America
|
$
|
801
|
|
$
|
871
|
|
(8
|
)%
|
$
|
2,537
|
|
$
|
2,759
|
|
(8
|
)%
|
EMEA
|
1,060
|
|
971
|
|
9
|
|
3,190
|
|
3,070
|
|
4
|
|
||||
Latin America
|
466
|
|
544
|
|
(14
|
)
|
1,460
|
|
1,555
|
|
(6
|
)
|
||||
Asia
|
843
|
|
735
|
|
15
|
|
2,648
|
|
2,312
|
|
15
|
|
||||
Total
|
$
|
3,170
|
|
$
|
3,121
|
|
2
|
%
|
$
|
9,835
|
|
$
|
9,696
|
|
1
|
%
|
Average loans by region (in billions of dollars)
|
|
|
|
|
|
|
|
|
|
|||||||
North America
|
$
|
179
|
|
$
|
166
|
|
8
|
%
|
$
|
177
|
|
$
|
164
|
|
8
|
%
|
EMEA
|
88
|
|
82
|
|
7
|
|
86
|
|
80
|
|
8
|
|
||||
Latin America
|
31
|
|
33
|
|
(6
|
)
|
33
|
|
33
|
|
—
|
|
||||
Asia
|
63
|
|
65
|
|
(3
|
)
|
63
|
|
67
|
|
(6
|
)
|
||||
Total
|
$
|
361
|
|
$
|
346
|
|
4
|
%
|
$
|
359
|
|
$
|
344
|
|
4
|
%
|
EOP deposits by business (in billions of dollars)
|
|
|
|
|
|
|
|
|||||||||
Treasury and trade solutions
|
$
|
506
|
|
$
|
470
|
|
8
|
%
|
|
|
|
|
||||
All other ICG businesses
|
247
|
|
215
|
|
15
|
|
|
|
|
|
|
|
||||
Total
|
$
|
753
|
|
$
|
685
|
|
10
|
%
|
|
|
|
|
|
|
(1)
|
The nine months of 2019 includes an approximate $350 million gain on Citi's investment in Tradeweb.
|
|
Third Quarter
|
|
Nine Months
|
% Change
|
||||||||||||
In millions of dollars
|
2019
|
2018
|
% Change
|
2019
|
2018
|
|||||||||||
Investment banking revenue details
|
|
|
|
|
|
|
||||||||||
Advisory
|
$
|
276
|
|
$
|
262
|
|
5
|
%
|
$
|
886
|
|
$
|
838
|
|
6
|
%
|
Equity underwriting
|
247
|
|
259
|
|
(5
|
)
|
733
|
|
810
|
|
(10
|
)
|
||||
Debt underwriting
|
705
|
|
660
|
|
7
|
|
2,246
|
|
2,085
|
|
8
|
|
||||
Total investment banking
|
$
|
1,228
|
|
$
|
1,181
|
|
4
|
%
|
$
|
3,865
|
|
$
|
3,733
|
|
4
|
%
|
Treasury and trade solutions
|
2,410
|
|
2,283
|
|
6
|
|
7,246
|
|
6,887
|
|
5
|
|
||||
Corporate lending—excluding gains (losses) on loan hedges(1)
|
527
|
|
563
|
|
(6
|
)
|
1,634
|
|
1,673
|
|
(2
|
)
|
||||
Private bank
|
867
|
|
849
|
|
2
|
|
2,613
|
|
2,601
|
|
—
|
|
||||
Total Banking revenues (ex-gains (losses) on loan hedges)
|
$
|
5,032
|
|
$
|
4,876
|
|
3
|
%
|
$
|
15,358
|
|
$
|
14,894
|
|
3
|
%
|
Corporate lending—gains (losses) on loan hedges(1)
|
$
|
(33
|
)
|
$
|
(106
|
)
|
69
|
%
|
$
|
(339
|
)
|
$
|
(60
|
)
|
NM
|
|
Total Banking revenues (including gains (losses) on loan hedges), net of interest expense
|
$
|
4,999
|
|
$
|
4,770
|
|
5
|
%
|
$
|
15,019
|
|
$
|
14,834
|
|
1
|
%
|
Fixed income markets(2)
|
$
|
3,211
|
|
$
|
3,206
|
|
—
|
%
|
$
|
9,986
|
|
$
|
9,713
|
|
3
|
%
|
Equity markets
|
760
|
|
792
|
|
(4
|
)
|
2,392
|
|
2,759
|
|
(13
|
)
|
||||
Securities services
|
664
|
|
672
|
|
(1
|
)
|
1,984
|
|
1,978
|
|
—
|
|
||||
Other
|
(120
|
)
|
(192
|
)
|
38
|
|
(452
|
)
|
(484
|
)
|
7
|
|
||||
Total Markets and securities services revenues, net of interest expense
|
$
|
4,515
|
|
$
|
4,478
|
|
1
|
%
|
$
|
13,910
|
|
$
|
13,966
|
|
—
|
%
|
Total revenues, net of interest expense
|
$
|
9,514
|
|
$
|
9,248
|
|
3
|
%
|
$
|
28,929
|
|
$
|
28,800
|
|
—
|
%
|
Commissions and fees
|
$
|
194
|
|
$
|
164
|
|
18
|
%
|
$
|
566
|
|
$
|
521
|
|
9
|
%
|
Principal transactions(3)
|
2,080
|
|
2,026
|
|
3
|
|
6,327
|
|
6,332
|
|
—
|
|
||||
Other(2)
|
183
|
|
86
|
|
NM
|
|
866
|
|
389
|
|
NM
|
|
||||
Total non-interest revenue
|
$
|
2,457
|
|
$
|
2,276
|
|
8
|
%
|
$
|
7,759
|
|
$
|
7,242
|
|
7
|
%
|
Net interest revenue
|
754
|
|
930
|
|
(19
|
)
|
2,227
|
|
2,471
|
|
(10
|
)
|
||||
Total fixed income markets(4)
|
$
|
3,211
|
|
$
|
3,206
|
|
—
|
%
|
$
|
9,986
|
|
$
|
9,713
|
|
3
|
%
|
Rates and currencies
|
$
|
2,491
|
|
$
|
2,353
|
|
6
|
%
|
$
|
7,011
|
|
$
|
7,071
|
|
(1
|
)%
|
Spread products/other fixed income
|
720
|
|
853
|
|
(16
|
)
|
2,975
|
|
2,642
|
|
13
|
|
||||
Total fixed income markets
|
$
|
3,211
|
|
$
|
3,206
|
|
—
|
%
|
$
|
9,986
|
|
$
|
9,713
|
|
3
|
%
|
Commissions and fees
|
$
|
287
|
|
$
|
285
|
|
1
|
%
|
$
|
854
|
|
$
|
954
|
|
(10
|
)%
|
Principal transactions(3)
|
388
|
|
284
|
|
37
|
|
791
|
|
922
|
|
(14
|
)
|
||||
Other
|
2
|
|
(4
|
)
|
NM
|
|
19
|
|
96
|
|
(80
|
)
|
||||
Total non-interest revenue
|
$
|
677
|
|
$
|
565
|
|
20
|
%
|
$
|
1,664
|
|
$
|
1,972
|
|
(16
|
)%
|
Net interest revenue
|
83
|
|
227
|
|
(63
|
)
|
728
|
|
787
|
|
(7
|
)
|
||||
Total equity markets(4)
|
$
|
760
|
|
$
|
792
|
|
(4
|
)%
|
$
|
2,392
|
|
$
|
2,759
|
|
(13
|
)%
|
(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)
|
The nine months of 2019 includes an approximate $350 million gain on Citi's investment in Tradeweb.
|
(3)
|
Excludes principal transactions revenues of ICG businesses other than Markets, primarily treasury and trade solutions and the private bank.
|
(4)
|
Citi assesses its Markets business performance on a total revenue basis, as offsets may occur across revenue line items. For example, securities that generate Net interest revenue may be risk managed by derivatives that are recorded in Principal transactions revenue. For a description of the composition of these revenue line items, see Notes 4, 5 and 6 to the Consolidated Financial Statements.
|
•
|
Revenues were up 3%, primarily reflecting higher Banking revenues (increase of 5%, including the impact of the gains (losses) on loan hedges) and higher Markets and securities services revenues (increase of 1%). Excluding the impact of the gains (losses) on loan hedges, Banking revenues were up 3%, driven by higher revenues in treasury and trade solutions, investment banking and the private bank, partially offset by lower revenues in corporate lending. Markets and securities services revenues were up 1%, although fixed income markets revenues were largely unchanged and equity markets revenues decreased.
|
•
|
Investment banking revenues increased 4%, outperforming the market wallet, as strength in debt underwriting and advisory revenues more than offset lower equity underwriting revenues. Advisory revenues increased 5%, primarily driven by strength in EMEA. Equity underwriting revenues decreased 5%, driven by a decline in market share in the quarter, while share is up year-to-date. Debt underwriting revenues increased 7%, reflecting gains in wallet share, particularly in investment-grade underwriting.
|
•
|
Treasury and trade solutions revenues increased 6%. Excluding the impact of FX translation, revenues increased 7%, driven by growth in both the cash and trade businesses, reflecting both higher net interest and fee revenues. Average deposit balances increased 10% (11% excluding the impact of FX translation), reflecting strong growth across all regions. Revenue growth in the cash business reflected continued growth in deposits and transaction volumes, partially offset by spread compression. Revenue growth in the trade business was driven primarily by improved loan spreads and higher episodic fees, modestly offset by lower average trade loans (for additional information, see “Liquidity Risk—Loans” below).
|
•
|
Corporate lending revenues increased 8%. Excluding the impact of gains (losses) on loan hedges, revenues
|
•
|
Private bank revenues increased 2%, reflecting growth in North America and Asia, partially offset by lower revenues in EMEA. The increase in revenues reflected strong client activity, which drove higher loan and deposit volumes and higher investments revenues, partially offset by spread compression.
|
•
|
Fixed income markets revenues were largely unchanged, as lower revenues in North America were offset by higher revenues in EMEA, Asia and Latin America. Net interest revenues declined due to a change in the mix of trading positions in support of client activity. This decrease was offset by higher non-interest revenues, reflecting higher corporate and investor client activity in both rates and flow products.
|
•
|
Equity markets revenues decreased 4%, primarily reflecting lower revenues in prime finance, partially offset by higher revenues in equity derivatives, while revenues in cash equities were largely unchanged. Prime finance revenues declined across all regions, reflecting lower client activity and lower balances. Equity derivatives revenues increased, reflecting strong investor and corporate client activity as well as improved volatility. Net interest revenues decreased, partially offset by higher principal transactions revenues, reflecting a change in the mix of trading positions in support of client activity.
|
•
|
Securities services revenues decreased 1%. Excluding the impact of FX translation, revenues increased 2%, driven
|
•
|
Revenues were largely unchanged, as Banking revenues increased 1% (including the impact of the gains (losses) on loan hedges), while Markets and securities services revenues were largely unchanged. Excluding the impact of the gains (losses) on loan hedges, Banking revenues increased 3%, primarily driven by higher revenues in treasury and trade solutions and investment banking, partially offset by lower revenues in corporate lending.
|
•
|
Investment banking revenues increased 4%. Advisory revenues increased 6%, reflecting gains in wallet share despite a decline in overall market wallet. Equity underwriting revenues decreased 10%, reflecting market wallet declines. Debt underwriting revenues increased 8%, reflecting gains in wallet share, primarily in investment-grade underwriting.
|
•
|
Treasury and trade solutions revenues increased 5%. Excluding the impact of FX translation, revenues increased 8%, reflecting growth in both the cash and trade businesses, driven by continued growth in deposit volumes and improved loan spreads as well as strong fee growth across most cash products.
|
•
|
Corporate lending revenues decreased 20%. Excluding the impact of gains (losses) on loan hedges, revenues decreased 2%, driven by higher hedging costs and lower spreads.
|
•
|
Private bank revenues were largely unchanged versus the prior-year period, as higher loan and deposit volumes were offset by spread compression.
|
•
|
Fixed income markets revenues increased 3%, including the Tradeweb gain, primarily reflecting higher revenues in Asia and EMEA. Rates and currencies revenues decreased 1%, driven by the challenging market environment. Spread products and other fixed income revenues increased 13%, reflecting the Tradeweb gain as well as strong flow trading revenues, partially offset by lower structured products revenues.
|
•
|
Equity markets revenues decreased 13%, driven by North America and Asia, reflecting a challenging operating
|
•
|
Securities services revenues were largely unchanged. Excluding the impact of FX translation, revenues increased 5%, as strength in Asia was offset by lower revenues in North America and EMEA, reflecting growth in both client volumes and assets under custody, as well as higher net interest revenue, driven by higher deposit volumes and higher interest rates.
|
|
Third Quarter
|
|
Nine Months
|
% Change
|
||||||||||||
In millions of dollars
|
2019
|
2018
|
% Change
|
2019
|
2018
|
|||||||||||
Net interest revenue
|
$
|
412
|
|
$
|
554
|
|
(26
|
)%
|
$
|
1,488
|
|
$
|
1,645
|
|
(10
|
)%
|
Non-interest revenue
|
(10
|
)
|
(61
|
)
|
84
|
|
(123
|
)
|
(33
|
)
|
NM
|
|
||||
Total revenues, net of interest expense
|
$
|
402
|
|
$
|
493
|
|
(18
|
)%
|
$
|
1,365
|
|
$
|
1,612
|
|
(15
|
)%
|
Total operating expenses
|
$
|
485
|
|
$
|
459
|
|
6
|
%
|
$
|
1,515
|
|
$
|
1,801
|
|
(16
|
)%
|
Net credit losses (recoveries)
|
$
|
1
|
|
$
|
19
|
|
(95
|
)%
|
$
|
5
|
|
$
|
24
|
|
(79
|
)%
|
Credit reserve build (release)
|
(16
|
)
|
(43
|
)
|
63
|
|
(62
|
)
|
(171
|
)
|
64
|
|
||||
Provision (release) for unfunded lending commitments
|
—
|
|
(5
|
)
|
100
|
|
(5
|
)
|
(6
|
)
|
17
|
|
||||
Provision for benefits and claims
|
—
|
|
(1
|
)
|
100
|
|
—
|
|
(2
|
)
|
100
|
|
||||
Provisions (release) for credit losses and for benefits and claims
|
$
|
(15
|
)
|
$
|
(30
|
)
|
50
|
%
|
$
|
(62
|
)
|
$
|
(155
|
)
|
60
|
%
|
Income (loss) from continuing operations before taxes
|
$
|
(68
|
)
|
$
|
64
|
|
NM
|
|
$
|
(88
|
)
|
$
|
(34
|
)
|
NM
|
|
Income taxes (benefits)
|
(255
|
)
|
116
|
|
NM
|
|
(289
|
)
|
109
|
|
NM
|
|
||||
Income (loss) from continuing operations
|
$
|
187
|
|
$
|
(52
|
)
|
NM
|
|
$
|
201
|
|
$
|
(143
|
)
|
NM
|
|
Income (loss) from discontinued operations, net of taxes
|
(15
|
)
|
(8
|
)
|
(88
|
)%
|
—
|
|
—
|
|
—
|
%
|
||||
Net income (loss) before attribution of noncontrolling interests
|
$
|
172
|
|
$
|
(60
|
)
|
NM
|
|
$
|
201
|
|
$
|
(143
|
)
|
NM
|
|
Noncontrolling interests
|
5
|
|
8
|
|
(38
|
)%
|
18
|
|
26
|
|
(31
|
)%
|
||||
Net income (loss)
|
$
|
167
|
|
$
|
(68
|
)
|
NM
|
|
$
|
183
|
|
$
|
(169
|
)
|
NM
|
|
|
Effective Minimum Requirement(1)
|
Advanced Approaches
|
Standardized Approach
|
|||||||||||||||||||
In millions of dollars, except ratios
|
2019
|
2018
|
Sept. 30, 2019
|
Jun. 30, 2019
|
Dec. 31, 2018
|
Sept. 30, 2019
|
Jun. 30, 2019
|
Dec. 31, 2018
|
||||||||||||||
Common Equity Tier 1 Capital
|
|
|
|
$
|
138,581
|
|
$
|
141,125
|
|
$
|
139,252
|
|
$
|
138,581
|
|
$
|
141,125
|
|
$
|
139,252
|
|
|
Tier 1 Capital
|
|
|
|
158,033
|
|
159,447
|
|
158,122
|
|
158,033
|
|
159,447
|
|
158,122
|
|
|||||||
Total Capital (Tier 1 Capital
+ Tier 2 Capital)
|
|
|
183,996
|
|
185,498
|
|
183,144
|
|
196,354
|
|
197,679
|
|
195,440
|
|
||||||||
Total Risk-Weighted Assets
|
|
|
|
|
1,145,091
|
|
1,133,593
|
|
1,131,933
|
|
1,197,050
|
|
1,187,328
|
|
1,174,448
|
|
||||||
Credit Risk
|
|
|
$
|
776,367
|
|
$
|
763,600
|
|
$
|
758,887
|
|
$
|
1,134,584
|
|
$
|
1,127,714
|
|
$
|
1,109,007
|
|
||
Market Risk
|
|
|
61,125
|
|
58,824
|
|
63,987
|
|
62,466
|
|
59,614
|
|
65,441
|
|
||||||||
Operational Risk
|
|
|
307,599
|
|
311,169
|
|
309,059
|
|
—
|
|
—
|
|
—
|
|
||||||||
Common Equity Tier 1
Capital ratio(2)
|
10.0
|
%
|
8.625
|
%
|
12.10
|
%
|
12.45
|
%
|
12.30
|
%
|
11.58
|
%
|
11.89
|
%
|
11.86
|
%
|
||||||
Tier 1 Capital ratio(2)
|
11.5
|
|
10.125
|
|
13.80
|
|
14.07
|
|
13.97
|
|
13.20
|
|
13.43
|
|
13.46
|
|
||||||
Total Capital ratio(2)
|
13.5
|
|
12.125
|
|
16.07
|
|
16.36
|
|
16.18
|
|
16.40
|
|
16.65
|
|
16.64
|
|
In millions of dollars, except ratios
|
Effective Minimum Requirement
|
Sept. 30, 2019
|
Jun. 30, 2019
|
Dec. 31, 2018
|
|||||||
Quarterly Adjusted Average Total Assets(3)
|
|
$
|
1,960,675
|
|
$
|
1,939,611
|
|
$
|
1,896,959
|
|
|
Total Leverage Exposure(4)
|
|
2,520,352
|
|
2,500,128
|
|
2,465,641
|
|
||||
Tier 1 Leverage ratio
|
4.0
|
%
|
8.06
|
%
|
8.22
|
%
|
8.34
|
%
|
|||
Supplementary Leverage ratio
|
5.0
|
|
6.27
|
|
6.38
|
|
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)
|
Citi’s reportable Common Equity Tier 1 Capital and Tier 1 Capital ratios were the lower derived under the Basel III Standardized Approach, whereas the reportable Total Capital ratio was the lower derived under the Basel III Advanced Approaches framework for all periods presented.
|
(3)
|
Tier 1 Leverage ratio denominator. Represents quarterly average total assets less amounts deducted from Tier 1 Capital.
|
(4)
|
Supplementary Leverage ratio denominator.
|
In millions of dollars
|
September 30,
2019 |
December 31, 2018
|
||||
Common Equity Tier 1 Capital
|
|
|
||||
Citigroup common stockholders’ equity(1)
|
$
|
177,052
|
|
$
|
177,928
|
|
Add: Qualifying noncontrolling interests
|
145
|
|
147
|
|
||
Regulatory capital adjustments and deductions:
|
|
|
||||
Less: Accumulated net unrealized gains (losses) on cash flow hedges, net of tax
|
328
|
|
(728
|
)
|
||
Less: Cumulative unrealized net gain (loss) related to changes in fair value of
financial liabilities attributable to own creditworthiness, net of tax
|
181
|
|
580
|
|
||
Less: Intangible assets:
|
|
|
||||
Goodwill, net of related DTLs(2)
|
21,498
|
|
21,778
|
|
||
Identifiable intangible assets other than MSRs, net of related DTLs
|
4,132
|
|
4,402
|
|
||
Less: Defined benefit pension plan net assets
|
990
|
|
806
|
|
||
Less: DTAs arising from net operating loss, foreign tax credit and general
business credit carry-forwards(3)
|
11,487
|
|
11,985
|
|
||
Total Common Equity Tier 1 Capital (Standardized Approach and Advanced Approaches)
|
$
|
138,581
|
|
$
|
139,252
|
|
Additional Tier 1 Capital
|
|
|
||||
Qualifying noncumulative perpetual preferred stock(1)
|
$
|
19,321
|
|
$
|
18,292
|
|
Qualifying trust preferred securities(4)
|
1,389
|
|
1,384
|
|
||
Qualifying noncontrolling interests
|
42
|
|
55
|
|
||
Regulatory capital deductions:
|
|
|
||||
Less: Permitted ownership interests in covered funds(5)
|
1,265
|
|
806
|
|
||
Less: Minimum regulatory capital requirements of insurance underwriting subsidiaries(6)
|
35
|
|
55
|
|
||
Total Additional Tier 1 Capital (Standardized Approach and Advanced Approaches)
|
$
|
19,452
|
|
$
|
18,870
|
|
Total Tier 1 Capital (Common Equity Tier 1 Capital + Additional Tier 1 Capital)
(Standardized Approach and Advanced Approaches)
|
$
|
158,033
|
|
$
|
158,122
|
|
Tier 2 Capital
|
|
|
||||
Qualifying subordinated debt
|
$
|
24,081
|
|
$
|
23,324
|
|
Qualifying trust preferred securities(7)
|
317
|
|
321
|
|
||
Qualifying noncontrolling interests
|
44
|
|
47
|
|
||
Eligible allowance for credit losses(8)
|
13,914
|
|
13,681
|
|
||
Regulatory capital deduction:
|
|
|
||||
Less: Minimum regulatory capital requirements of insurance underwriting subsidiaries(6)
|
35
|
|
55
|
|
||
Total Tier 2 Capital (Standardized Approach)
|
$
|
38,321
|
|
$
|
37,318
|
|
Total Capital (Tier 1 Capital + Tier 2 Capital) (Standardized Approach)
|
$
|
196,354
|
|
$
|
195,440
|
|
Adjustment for excess of eligible credit reserves over expected credit losses(8)
|
$
|
(12,358
|
)
|
$
|
(12,296
|
)
|
Total Tier 2 Capital (Advanced Approaches)
|
$
|
25,963
|
|
$
|
25,022
|
|
Total Capital (Tier 1 Capital + Tier 2 Capital) (Advanced Approaches)
|
$
|
183,996
|
|
$
|
183,144
|
|
(1)
|
Issuance costs of $159 million as of September 30, 2019 and $168 million as of December 31, 2018 are related to outstanding noncumulative perpetual preferred stock, are excluded from common stockholders’ equity and are 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 $22.5 billion of net DTAs at September 30, 2019, $12.3 billion was includable in Common Equity Tier 1 Capital pursuant to the U.S. Basel III rules, while $10.2 billion was excluded. Excluded from Citi’s Common Equity Tier 1 Capital as of September 30, 2019 was $11.5 billion of net DTAs arising from net operating loss, foreign tax credit and general business credit carry-forwards, which was reduced by $1.3 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.
|
(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 $1.6 billion and $1.4 billion at September 30, 2019 and December 31, 2018, respectively.
|
In millions of dollars
|
Three Months Ended
September 30, 2019 |
Nine Months Ended
September 30, 2019 |
||||
Common Equity Tier 1 Capital, beginning of period
|
$
|
141,125
|
|
$
|
139,252
|
|
Net income
|
4,913
|
|
14,422
|
|
||
Common and preferred dividends declared
|
(1,437
|
)
|
(4,111
|
)
|
||
Net increase in treasury stock
|
(5,114
|
)
|
(12,171
|
)
|
||
Net change in common stock and additional paid-in capital
|
88
|
|
(190
|
)
|
||
Net change in foreign currency translation adjustment net of hedges, net of tax
|
(1,442
|
)
|
(1,293
|
)
|
||
Net decrease in unrealized losses on debt securities AFS, net of tax
|
307
|
|
2,145
|
|
||
Net increase in defined benefit plans liability adjustment, net of tax
|
(250
|
)
|
(567
|
)
|
||
Net change in adjustment related to change in fair value of financial liabilities attributable to own creditworthiness, net of tax
|
(56
|
)
|
41
|
|
||
Net change in ASC 815—excluded component of fair value hedges
|
(10
|
)
|
52
|
|
||
Net decrease in goodwill, net of related DTLs
|
295
|
|
280
|
|
||
Net decrease in identifiable intangible assets other than MSRs, net of related DTLs
|
132
|
|
270
|
|
||
Net increase in defined benefit pension plan net assets
|
(21
|
)
|
(184
|
)
|
||
Net decrease in DTAs arising from net operating loss, foreign tax credit and general business credit carry-forwards
|
60
|
|
498
|
|
||
Other
|
(9
|
)
|
137
|
|
||
Net decrease in Common Equity Tier 1 Capital
|
$
|
(2,544
|
)
|
$
|
(671
|
)
|
Common Equity Tier 1 Capital, end of period
(Standardized Approach and Advanced Approaches)
|
$
|
138,581
|
|
$
|
138,581
|
|
Additional Tier 1 Capital, beginning of period
|
$
|
18,322
|
|
$
|
18,870
|
|
Net increase in qualifying perpetual preferred stock
|
1,496
|
|
1,029
|
|
||
Net increase in qualifying trust preferred securities
|
1
|
|
5
|
|
||
Net increase in permitted ownership interest in covered funds
|
(365
|
)
|
(459
|
)
|
||
Other
|
(2
|
)
|
7
|
|
||
Net increase in Additional Tier 1 Capital
|
$
|
1,130
|
|
$
|
582
|
|
Tier 1 Capital, end of period
(Standardized Approach and Advanced Approaches)
|
$
|
158,033
|
|
$
|
158,033
|
|
Tier 2 Capital, beginning of period (Standardized Approach)
|
$
|
38,232
|
|
$
|
37,318
|
|
Net increase in qualifying subordinated debt
|
19
|
|
757
|
|
||
Net increase in eligible allowance for credit losses
|
73
|
|
233
|
|
||
Other
|
(3
|
)
|
13
|
|
||
Net increase in Tier 2 Capital (Standardized Approach)
|
$
|
89
|
|
$
|
1,003
|
|
Tier 2 Capital, end of period (Standardized Approach)
|
$
|
38,321
|
|
$
|
38,321
|
|
Total Capital, end of period (Standardized Approach)
|
$
|
196,354
|
|
$
|
196,354
|
|
Tier 2 Capital, beginning of period (Advanced Approaches)
|
$
|
26,051
|
|
$
|
25,022
|
|
Net increase in qualifying subordinated debt
|
19
|
|
757
|
|
||
Net change in excess of eligible credit reserves over expected credit losses
|
(104
|
)
|
171
|
|
||
Other
|
(3
|
)
|
13
|
|
||
Net change in Tier 2 Capital (Advanced Approaches)
|
$
|
(88
|
)
|
$
|
941
|
|
Tier 2 Capital, end of period (Advanced Approaches)
|
$
|
25,963
|
|
$
|
25,963
|
|
Total Capital, end of period (Advanced Approaches)
|
$
|
183,996
|
|
$
|
183,996
|
|
In millions of dollars
|
Three Months Ended
September 30, 2019 |
Nine Months Ended
September 30, 2019 |
||||
Total Risk-Weighted Assets, beginning of period
|
$
|
1,187,328
|
|
$
|
1,174,448
|
|
Changes in Credit Risk-Weighted Assets
|
|
|
||||
General credit risk exposures(1)
|
5,550
|
|
7,555
|
|
||
Repo-style transactions(2)
|
4,200
|
|
12,261
|
|
||
Securitization exposures
|
859
|
|
1,257
|
|
||
Equity exposures(3)
|
(118
|
)
|
3,424
|
|
||
Over-the-counter (OTC) derivatives(4)
|
3,651
|
|
6,615
|
|
||
Other exposures(5)
|
(2,796
|
)
|
4,648
|
|
||
Off-balance sheet exposures(6)
|
(4,476
|
)
|
(10,183
|
)
|
||
Net increase in Credit Risk-Weighted Assets
|
$
|
6,870
|
|
$
|
25,577
|
|
Changes in Market Risk-Weighted Assets
|
|
|
||||
Risk levels(7)
|
$
|
3,637
|
|
$
|
(2,128
|
)
|
Model and methodology updates
|
(785
|
)
|
(847
|
)
|
||
Net change in Market Risk-Weighted Assets
|
$
|
2,852
|
|
$
|
(2,975
|
)
|
Total Risk-Weighted Assets, end of period
|
$
|
1,197,050
|
|
$
|
1,197,050
|
|
(1)
|
General credit risk exposures include cash and balances due from depository institutions, securities, and loans and leases. General credit risk exposures increased during the three months and nine months ended September 30, 2019 primarily due to growth in commercial and retail loans and increases in investment securities.
|
(2)
|
Repo-style transactions include repurchase and reverse repurchase transactions as well as securities borrowing and securities lending transactions.
|
(3)
|
Equity exposures increased during the nine months ended September 30, 2019 primarily due to an increase in market value of investments.
|
(4)
|
OTC derivatives increased during the three months and nine months ended September 30, 2019 primarily due to increases in notionals.
|
(5)
|
Other exposures include cleared transactions, unsettled transactions and other assets. Other exposures decreased during the three months ended September 30, 2019 primarily due to decreases in centrally cleared derivatives. Other exposures increased during the nine months ended September 30, 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, and increases in various other assets.
|
(6)
|
Off-balance sheet exposures decreased during the three months ended September 30, 2019 primarily due to a decrease in standby letters of credit. Off-balance sheet exposures decreased during the nine months ended September 30, 2019 primarily due to decreases in standby letters of credit and loan commitments.
|
(7)
|
Risk levels increased during the three months ended September 30, 2019 due to an increase in exposures subject to Standard Specific Risk charges. Risk levels decreased during the nine months ended September 30, 2019 primarily due to decreases in exposure levels subject to Stressed Value at Risk and Value at Risk, partially offset by an increase in exposures subject to Standard Specific Risk charges.
|
In millions of dollars
|
Three Months Ended
September 30, 2019 |
Nine Months Ended
September 30, 2019 |
||||
Total Risk-Weighted Assets, beginning of period
|
$
|
1,133,593
|
|
$
|
1,131,933
|
|
Changes in Credit Risk-Weighted Assets
|
|
|
||||
Retail exposures
|
985
|
|
(1,181
|
)
|
||
Wholesale exposures(1)
|
3,275
|
|
(6,281
|
)
|
||
Repo-style transactions(2)
|
2,259
|
|
5,577
|
|
||
Securitization exposures(3)
|
5,965
|
|
5,736
|
|
||
Equity exposures(4)
|
(231
|
)
|
3,160
|
|
||
Over-the-counter (OTC) derivatives(5)
|
8,554
|
|
11,500
|
|
||
Derivatives CVA(6)
|
(9,017
|
)
|
(8,383
|
)
|
||
Other exposures(7)
|
(256
|
)
|
5,888
|
|
||
Supervisory 6% multiplier
|
1,233
|
|
1,464
|
|
||
Net increase in Credit Risk-Weighted Assets
|
$
|
12,767
|
|
$
|
17,480
|
|
Changes in Market Risk-Weighted Assets
|
|
|
||||
Risk levels(8)
|
$
|
3,086
|
|
$
|
(2,015
|
)
|
Model and methodology updates
|
(785
|
)
|
(847
|
)
|
||
Net change in Market Risk-Weighted Assets
|
$
|
2,301
|
|
$
|
(2,862
|
)
|
Net decrease in Operational Risk-Weighted Assets
|
$
|
(3,570
|
)
|
$
|
(1,460
|
)
|
Total Risk-Weighted Assets, end of period
|
$
|
1,145,091
|
|
$
|
1,145,091
|
|
(1)
|
Wholesale exposures increased during the three months ended September 30, 2019 primarily due to increases in commercial loans and investment securities. Wholesale exposures decreased during the nine months ended September 30, 2019 primarily due to annual model parameter updates reflecting Citi’s loss experience, partially offset by increases in commercial loans and investment securities.
|
(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 and nine months ended September 30, 2019 primarily due to increased exposures from existing deals.
|
(4)
|
Equity exposures increased during the nine months ended September 30, 2019 primarily due to an increase in market value of investments.
|
(5)
|
OTC derivatives increased during the three months and nine months ended September 30, 2019 primarily due to approved model changes.
|
(6)
|
Derivatives CVA decreased during the three months and nine months ended September 30, 2019 primarily due to approved model changes.
|
(7)
|
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 nine months ended September 30, 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, and increases in various other assets.
|
(8)
|
Risk levels increased during the three months ended September 30, 2019 due to an increase in exposures subject to Standard Specific Risk charges. Risk levels decreased during the nine months ended September 30, 2019 primarily due to decreases in exposure levels subject to Stressed Value at Risk and Value at Risk, partially offset by an increase in exposures subject to Standard Specific Risk charges.
|
In millions of dollars, except ratios
|
September 30, 2019
|
June 30, 2019
|
December 31, 2018
|
||||||
Tier 1 Capital
|
$
|
158,033
|
|
$
|
159,447
|
|
$
|
158,122
|
|
Total Leverage Exposure
|
|
|
|
||||||
On-balance sheet assets(1)
|
$
|
2,000,082
|
|
$
|
1,979,124
|
|
$
|
1,936,791
|
|
Certain off-balance sheet exposures:(2)
|
|
|
|
||||||
Potential future exposure on derivative contracts
|
176,546
|
|
179,880
|
|
187,130
|
|
|||
Effective notional of sold credit derivatives, net(3)
|
41,328
|
|
42,319
|
|
49,402
|
|
|||
Counterparty credit risk for repo-style transactions(4)
|
24,362
|
|
21,416
|
|
23,715
|
|
|||
Unconditionally cancellable commitments
|
70,648
|
|
70,750
|
|
69,630
|
|
|||
Other off-balance sheet exposures
|
246,793
|
|
246,152
|
|
238,805
|
|
|||
Total of certain off-balance sheet exposures
|
$
|
559,677
|
|
$
|
560,517
|
|
$
|
568,682
|
|
Less: Tier 1 Capital deductions
|
(39,407
|
)
|
(39,513
|
)
|
(39,832
|
)
|
|||
Total Leverage Exposure
|
$
|
2,520,352
|
|
$
|
2,500,128
|
|
$
|
2,465,641
|
|
Supplementary Leverage ratio
|
6.27
|
%
|
6.38
|
%
|
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.
|
|
Effective Minimum Requirement(1)
|
Advanced Approaches
|
Standardized Approach
|
|||||||||||||||||||
In millions of dollars, except ratios
|
2019
|
2018
|
Sept. 30, 2019
|
Jun. 30, 2019
|
Dec. 31, 2018
|
Sept. 30, 2019
|
Jun. 30, 2019
|
Dec. 31, 2018
|
||||||||||||||
Common Equity Tier 1 Capital
|
|
|
|
$
|
130,067
|
|
$
|
130,742
|
|
$
|
129,091
|
|
$
|
130,067
|
|
$
|
130,742
|
|
$
|
129,091
|
|
|
Tier 1 Capital
|
|
|
|
132,198
|
|
132,875
|
|
131,215
|
|
132,198
|
|
132,875
|
|
131,215
|
|
|||||||
Total Capital (Tier 1 Capital
+ Tier 2 Capital)(2)
|
|
|
144,829
|
|
145,554
|
|
144,358
|
|
155,735
|
|
156,304
|
|
155,154
|
|
||||||||
Total Risk-Weighted Assets
|
|
|
|
946,433
|
|
934,661
|
|
926,229
|
|
1,047,550
|
|
1,041,349
|
|
1,032,809
|
|
|||||||
Credit Risk
|
|
|
$
|
664,014
|
|
$
|
660,569
|
|
$
|
654,962
|
|
$
|
1,005,337
|
|
$
|
1,006,835
|
|
$
|
994,294
|
|
||
Market Risk
|
|
|
41,867
|
|
34,421
|
|
38,144
|
|
42,213
|
|
34,514
|
|
38,515
|
|
||||||||
Operational Risk
|
|
|
240,552
|
|
239,671
|
|
233,123
|
|
—
|
|
—
|
|
—
|
|
||||||||
Common Equity Tier 1
Capital ratio(3)(4)
|
7.0
|
%
|
6.375
|
%
|
13.74
|
%
|
13.99
|
%
|
13.94
|
%
|
12.42
|
%
|
12.56
|
%
|
12.50
|
%
|
||||||
Tier 1 Capital ratio(3)(4)
|
8.5
|
|
7.875
|
|
13.97
|
|
14.22
|
|
14.17
|
|
12.62
|
|
12.76
|
|
12.70
|
|
||||||
Total Capital ratio(3)(4)
|
10.5
|
|
9.875
|
|
15.30
|
|
15.57
|
|
15.59
|
|
14.87
|
|
15.01
|
|
15.02
|
|
In millions of dollars, except ratios
|
Effective Minimum Requirement
|
Sept. 30, 2019
|
Jun. 30, 2019
|
Dec. 31, 2018
|
|||||||
Quarterly Adjusted Average Total Assets(5)
|
|
$
|
1,451,352
|
|
$
|
1,427,576
|
|
$
|
1,398,875
|
|
|
Total Leverage Exposure(6)
|
|
1,952,628
|
|
1,932,340
|
|
1,914,663
|
|
||||
Tier 1 Leverage ratio(4)
|
4.0
|
%
|
9.11
|
%
|
9.31
|
%
|
9.38
|
%
|
|||
Supplementary Leverage ratio(4)
|
6.0
|
|
6.77
|
|
6.88
|
|
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)
|
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 for all periods presented.
|
(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. Represents quarterly average total assets less amounts deducted from Tier 1 Capital.
|
(6)
|
Supplementary Leverage ratio denominator.
|
|
Common Equity
Tier 1 Capital ratio
|
Tier 1 Capital ratio
|
Total Capital ratio
|
|||
In basis points
|
Impact of
$100 million
change in
Common Equity
Tier 1 Capital
|
Impact of
$1 billion
change in risk-
weighted assets
|
Impact of
$100 million
change in
Tier 1 Capital
|
Impact of
$1 billion
change in risk-
weighted assets
|
Impact of
$100 million
change in
Total Capital
|
Impact of
$1 billion
change in risk-
weighted assets
|
Citigroup
|
|
|
|
|
|
|
Advanced Approaches
|
0.9
|
1.1
|
0.9
|
1.2
|
0.9
|
1.4
|
Standardized Approach
|
0.8
|
1.0
|
0.8
|
1.1
|
0.8
|
1.4
|
Citibank
|
|
|
|
|
|
|
Advanced Approaches
|
1.1
|
1.5
|
1.1
|
1.5
|
1.1
|
1.6
|
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
|
0.2
|
Citibank
|
0.7
|
0.6
|
0.5
|
0.3
|
|
September 30, 2019
|
|||||
In billions of dollars, except ratios
|
External TLAC
|
LTD
|
||||
Total eligible amount
|
$
|
285
|
|
$
|
123
|
|
% of Standardized Approach risk-
weighted assets
|
23.8
|
%
|
10.3
|
%
|
||
Effective minimum requirement(1)(2)
|
22.5
|
%
|
9.0
|
%
|
||
Surplus amount
|
$
|
16
|
|
$
|
15
|
|
% of Total Leverage Exposure
|
11.3
|
%
|
4.9
|
%
|
||
Effective minimum requirement
|
9.5
|
%
|
4.5
|
%
|
||
Surplus amount
|
$
|
46
|
|
$
|
9
|
|
(1)
|
External TLAC includes Method 1 GSIB surcharge of 2.0%.
|
(2)
|
LTD includes Method 2 GSIB surcharge of 3.0%.
|
In millions of dollars or shares, except per share amounts
|
September 30,
2019 |
December 31,
2018 |
||||
Total Citigroup stockholders’ equity
|
$
|
196,373
|
|
$
|
196,220
|
|
Less: Preferred stock
|
19,480
|
|
18,460
|
|
||
Common stockholders’ equity
|
$
|
176,893
|
|
$
|
177,760
|
|
Less:
|
|
|
||||
Goodwill
|
21,822
|
|
22,046
|
|
||
Identifiable intangible assets (other than MSRs)
|
4,372
|
|
4,636
|
|
||
Tangible common equity (TCE)
|
$
|
150,699
|
|
$
|
151,078
|
|
Common shares outstanding (CSO)
|
2,183.2
|
|
2,368.5
|
|
||
Book value per share (common equity/CSO)
|
$
|
81.02
|
|
$
|
75.05
|
|
Tangible book value per share (TCE/CSO)
|
69.03
|
|
63.79
|
|
|
Three Months Ended
September 30,
|
Nine Months Ended September 30,
|
||||||||||
In millions of dollars
|
2019
|
2018
|
2019
|
2018
|
||||||||
Net income available to common shareholders
|
$
|
4,659
|
|
$
|
4,352
|
|
$
|
13,610
|
|
$
|
12,872
|
|
Average common stockholders’ equity
|
177,886
|
|
179,459
|
|
177,876
|
|
180,772
|
|
||||
Average TCE
|
151,748
|
|
152,712
|
|
151,541
|
|
153,909
|
|
||||
Return on average common stockholders’ equity
|
10.4
|
%
|
9.6
|
%
|
10.2
|
%
|
9.5
|
%
|
||||
Return on average TCE (RoTCE)(1)
|
12.2
|
|
11.3
|
|
12.0
|
|
11.2
|
|
(1)
|
RoTCE represents annualized net income available to common shareholders as a percentage of average TCE.
|
MANAGING GLOBAL RISK
|
|
|
|
CREDIT RISK(1)
|
|
|
|
Consumer Credit
|
|
|
|
Corporate Credit
|
|
|
|
Additional Consumer and Corporate Credit Details
|
|
|
|
Loans Outstanding
|
|
|
|
Details of Credit Loss Experience
|
|
|
|
Allowance for Loan Losses
|
|
47
|
|
Non-Accrual Loans and Assets and Renegotiated Loans
|
|
|
|
LIQUIDITY RISK
|
|
|
|
High-Quality Liquid Assets (HQLA)
|
|
|
|
Liquidity Coverage Ratio (LCR)
|
|
|
|
Loans
|
|
52
|
|
Deposits
|
|
52
|
|
Long-Term Debt
|
|
53
|
|
Secured Funding Transactions and Short-Term Borrowings
|
|
55
|
|
Credit Ratings
|
|
56
|
|
MARKET RISK(1)
|
|
|
|
Market Risk of Non-Trading Portfolios
|
|
|
|
Market Risk of Trading Portfolios
|
|
|
|
STRATEGIC RISK
|
|
|
|
Country Risk
|
|
|
|
Argentina
|
|
|
|
Potential Exit of U.K. from EU
|
|
|
|
LIBOR Transition Risk
|
|
|
(1)
|
For additional information regarding certain credit risk, market risk and other quantitative and qualitative information, refer to Citi’s Pillar 3 Basel III Advanced Approaches Disclosures, as required by the rules of the Federal Reserve Board, on Citi’s Investor Relations website.
|
In billions of dollars
|
3Q’18
|
4Q’18
|
1Q’19
|
2Q’19
|
3Q’19
|
||||||||||
Retail banking:
|
|
|
|
|
|
||||||||||
Mortgages
|
$
|
80.9
|
|
$
|
80.6
|
|
$
|
80.8
|
|
$
|
81.9
|
|
$
|
83.0
|
|
Commercial banking
|
37.2
|
|
36.3
|
|
37.1
|
|
37.6
|
|
36.7
|
|
|||||
Personal and other
|
28.7
|
|
28.8
|
|
29.1
|
|
29.7
|
|
29.5
|
|
|||||
Total retail banking
|
$
|
146.8
|
|
$
|
145.7
|
|
$
|
147.0
|
|
$
|
149.2
|
|
$
|
149.2
|
|
Cards:
|
|
|
|
|
|
||||||||||
Citi-branded cards
|
$
|
112.8
|
|
$
|
116.8
|
|
$
|
111.4
|
|
$
|
115.5
|
|
$
|
115.8
|
|
Citi retail services
|
49.4
|
|
52.7
|
|
48.9
|
|
49.6
|
|
50.0
|
|
|||||
Total cards
|
$
|
162.2
|
|
$
|
169.5
|
|
$
|
160.3
|
|
$
|
165.1
|
|
$
|
165.8
|
|
Total GCB
|
$
|
309.0
|
|
$
|
315.2
|
|
$
|
307.3
|
|
$
|
314.3
|
|
$
|
315.0
|
|
GCB regional distribution:
|
|
|
|
|
|
||||||||||
North America
|
62
|
%
|
64
|
%
|
63
|
%
|
63
|
%
|
64
|
%
|
|||||
Latin America
|
9
|
|
8
|
|
8
|
|
8
|
|
8
|
|
|||||
Asia(2)
|
29
|
|
28
|
|
29
|
|
29
|
|
28
|
|
|||||
Total GCB
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
|||||
Corporate/Other(3)
|
$
|
16.5
|
|
$
|
15.3
|
|
$
|
12.6
|
|
$
|
11.7
|
|
$
|
11.0
|
|
Total consumer loans
|
$
|
325.5
|
|
$
|
330.5
|
|
$
|
319.9
|
|
$
|
326.0
|
|
$
|
326.0
|
|
(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.
|
Global Consumer Banking
|
North America GCB
|
Latin America GCB
|
Asia(1) GCB
|
(1)
|
Asia includes GCB activities in certain EMEA countries for all periods presented.
|
Global Cards
|
North America Citi-Branded Cards
|
North America Citi Retail Services
|
Latin America Citi-Branded Cards
|
Asia Citi-Branded Cards(1)
|
(1)
|
Asia includes loans and leases in certain EMEA countries for all periods presented.
|
FICO distribution
|
September 30, 2019
|
June 30, 2019
|
September 30, 2018
|
|||
> 760
|
41
|
%
|
42
|
%
|
42
|
%
|
680–760
|
41
|
|
41
|
|
41
|
|
< 680
|
18
|
|
17
|
|
17
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
FICO distribution
|
September 30, 2019
|
June 30, 2019
|
September 30, 2018
|
|||
> 760
|
24
|
%
|
24
|
%
|
24
|
%
|
680–760
|
43
|
|
43
|
|
43
|
|
< 680
|
33
|
|
33
|
|
33
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
|
EOP
loans(1)
|
90+ days past due(2)
|
30–89 days past due(2)
|
||||||||||||||||||
In millions of dollars,
except EOP loan amounts in billions |
September 30,
2019 |
September 30,
2019 |
June 30,
2019 |
September 30,
2018 |
September 30,
2019 |
June 30,
2019 |
September 30,
2018 |
||||||||||||||
Global Consumer Banking(3)(4)
|
|
|
|
|
|
|
|
||||||||||||||
Total
|
$
|
315.0
|
|
$
|
2,518
|
|
$
|
2,466
|
|
$
|
2,404
|
|
$
|
3,055
|
|
$
|
2,821
|
|
$
|
2,890
|
|
Ratio
|
|
0.80
|
%
|
0.79
|
%
|
0.78
|
%
|
0.97
|
%
|
0.90
|
%
|
0.94
|
%
|
||||||||
Retail banking
|
|
|
|
|
|
|
|
||||||||||||||
Total
|
$
|
149.2
|
|
$
|
440
|
|
$
|
456
|
|
$
|
508
|
|
$
|
902
|
|
$
|
869
|
|
$
|
857
|
|
Ratio
|
|
0.30
|
%
|
0.31
|
%
|
0.35
|
%
|
0.61
|
%
|
0.58
|
%
|
0.59
|
%
|
||||||||
North America
|
59.2
|
|
146
|
|
145
|
|
188
|
|
394
|
|
361
|
|
320
|
|
|||||||
Ratio
|
|
0.25
|
%
|
0.25
|
%
|
0.34
|
%
|
0.67
|
%
|
0.63
|
%
|
0.58
|
%
|
||||||||
Latin America
|
19.3
|
|
113
|
|
124
|
|
126
|
|
205
|
|
206
|
|
235
|
|
|||||||
Ratio
|
|
0.59
|
%
|
0.62
|
%
|
0.60
|
%
|
1.06
|
%
|
1.02
|
%
|
1.12
|
%
|
||||||||
Asia(5)
|
70.7
|
|
181
|
|
187
|
|
194
|
|
303
|
|
302
|
|
302
|
|
|||||||
Ratio
|
|
0.26
|
%
|
0.26
|
%
|
0.28
|
%
|
0.43
|
%
|
0.43
|
%
|
0.43
|
%
|
||||||||
Cards
|
|
|
|
|
|
|
|
||||||||||||||
Total
|
$
|
165.8
|
|
$
|
2,078
|
|
$
|
2,010
|
|
$
|
1,896
|
|
$
|
2,153
|
|
$
|
1,952
|
|
$
|
2,033
|
|
Ratio
|
|
1.25
|
%
|
1.22
|
%
|
1.17
|
%
|
1.30
|
%
|
1.18
|
%
|
1.25
|
%
|
||||||||
North America—Citi-branded
|
91.5
|
|
807
|
|
799
|
|
707
|
|
800
|
|
705
|
|
722
|
|
|||||||
Ratio
|
|
0.88
|
%
|
0.88
|
%
|
0.80
|
%
|
0.87
|
%
|
0.78
|
%
|
0.82
|
%
|
||||||||
North America—Citi retail services
|
50.0
|
|
923
|
|
840
|
|
832
|
|
943
|
|
831
|
|
890
|
|
|||||||
Ratio
|
|
1.85
|
%
|
1.69
|
%
|
1.68
|
%
|
1.89
|
%
|
1.68
|
%
|
1.80
|
%
|
||||||||
Latin America
|
5.5
|
|
152
|
|
169
|
|
169
|
|
161
|
|
159
|
|
170
|
|
|||||||
Ratio
|
|
2.76
|
%
|
2.96
|
%
|
2.91
|
%
|
2.93
|
%
|
2.79
|
%
|
2.93
|
%
|
||||||||
Asia(5)
|
18.8
|
|
196
|
|
202
|
|
188
|
|
249
|
|
257
|
|
251
|
|
|||||||
Ratio
|
|
1.04
|
%
|
1.05
|
%
|
1.01
|
%
|
1.32
|
%
|
1.34
|
%
|
1.35
|
%
|
||||||||
Corporate/Other—Consumer(6)
|
|
|
|
|
|
|
|
||||||||||||||
Total
|
$
|
11.0
|
|
$
|
293
|
|
$
|
327
|
|
$
|
401
|
|
$
|
288
|
|
$
|
334
|
|
$
|
422
|
|
Ratio
|
|
2.82
|
%
|
2.97
|
%
|
2.57
|
%
|
2.77
|
%
|
3.04
|
%
|
2.71
|
%
|
||||||||
Total Citigroup
|
$
|
326.0
|
|
$
|
2,811
|
|
$
|
2,793
|
|
$
|
2,805
|
|
$
|
3,343
|
|
$
|
3,155
|
|
$
|
3,312
|
|
Ratio
|
|
0.87
|
%
|
0.86
|
%
|
0.87
|
%
|
1.03
|
%
|
0.97
|
%
|
1.02
|
%
|
(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 with the U.S. government-sponsored entities. The amounts excluded for loans 90+ days past due and (EOP loans) were $235 million ($0.7 billion), $151 million ($0.6 billion) and $140 million ($0.6 billion) as of September 30, 2019, June 30, 2019 and September 30, 2018, respectively. The amounts excluded for loans 30–89 days past due and (EOP loans) were $82 million ($0.7 billion), $83 million ($0.6 billion) and $74 million ($0.6 billion) as of September 30, 2019, June 30, 2019 and September 30, 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 $0.4 billion ($0.8 billion), $0.3 billion ($0.7 billion) and $0.2 billion ($0.6 billion) as of September 30, 2019, June 30, 2019 and September 30, 2018, respectively. The amounts excluded for loans 30–89 days past due and (EOP loans) for each period were $0.1 billion ($0.8 billion), $0.1 billion ($0.7 billion) and $0.1 billion ($0.6 billion) as of September 30, 2019, June 30, 2019 and September 30, 2018, respectively.
|
(1)
|
Average loans include interest and fees on credit cards.
|
(2)
|
The ratios of net credit losses are calculated based on average loans, net of unearned income.
|
(3)
|
Asia includes NCLs and average loans in certain EMEA countries for all periods presented.
|
|
September 30, 2019
|
June 30, 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
|
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
|
|
$
|
105
|
|
$
|
20
|
|
$
|
260
|
|
$
|
134
|
|
$
|
107
|
|
$
|
21
|
|
$
|
262
|
|
$
|
128
|
|
$
|
110
|
|
$
|
20
|
|
$
|
258
|
|
Unfunded lending commitments (off-balance sheet)(2)
|
129
|
|
240
|
|
16
|
|
385
|
|
123
|
|
244
|
|
15
|
|
382
|
|
106
|
|
245
|
|
19
|
|
370
|
|
||||||||||||
Total exposure
|
$
|
264
|
|
$
|
345
|
|
$
|
36
|
|
$
|
645
|
|
$
|
257
|
|
$
|
351
|
|
$
|
36
|
|
$
|
644
|
|
$
|
234
|
|
$
|
355
|
|
$
|
39
|
|
$
|
628
|
|
(1)
|
Includes drawn loans, overdrafts, bankers’ acceptances and leases.
|
(2)
|
Includes unused commitments to lend, letters of credit and financial guarantees.
|
|
September 30,
2019 |
June 30,
2019 |
December 31,
2018 |
|||
North America
|
56
|
%
|
56
|
%
|
55
|
%
|
EMEA
|
27
|
|
27
|
|
27
|
|
Asia
|
11
|
|
11
|
|
11
|
|
Latin America
|
6
|
|
6
|
|
7
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
|
Total exposure
|
|||||
|
September 30,
2019 |
June 30,
2019 |
December 31,
2018 |
|||
AAA/AA/A
|
49
|
%
|
49
|
%
|
49
|
%
|
BBB
|
35
|
|
35
|
|
34
|
|
BB/B
|
15
|
|
15
|
|
16
|
|
CCC or below
|
1
|
|
1
|
|
1
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
|
Total exposure
|
|||||
|
September 30,
2019 |
June 30,
2019 |
December 31,
2018 |
|||
Transportation and industrial
|
21
|
%
|
21
|
%
|
21
|
%
|
Consumer retail and health
|
16
|
|
15
|
|
15
|
|
Technology, media and telecom
|
12
|
|
12
|
|
13
|
|
Power, chemicals, metals and mining
|
9
|
|
10
|
|
10
|
|
Energy and commodities
|
8
|
|
8
|
|
8
|
|
Banks/broker-dealers/finance companies
|
8
|
|
8
|
|
8
|
|
Real estate
|
9
|
|
9
|
|
8
|
|
Public sector
|
4
|
|
4
|
|
5
|
|
Insurance and special purpose entities
|
4
|
|
4
|
|
4
|
|
Hedge funds
|
4
|
|
4
|
|
4
|
|
Other industries
|
5
|
|
5
|
|
4
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
|
September 30,
2019 |
June 30,
2019 |
December 31,
2018 |
|||
AAA/AA/A
|
34
|
%
|
35
|
%
|
35
|
%
|
BBB
|
48
|
|
47
|
|
50
|
|
BB/B
|
17
|
|
17
|
|
14
|
|
CCC or below
|
1
|
|
1
|
|
1
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
|
September 30,
2019 |
June 30,
2019 |
December 31,
2018 |
|||
Transportation and industrial
|
23
|
%
|
23
|
%
|
23
|
%
|
Technology, media and telecom
|
19
|
|
18
|
|
17
|
|
Consumer retail and health
|
16
|
|
16
|
|
16
|
|
Power, chemicals, metals and mining
|
14
|
|
14
|
|
15
|
|
Energy and commodities
|
9
|
|
10
|
|
11
|
|
Insurance and special purpose entities
|
5
|
|
5
|
|
6
|
|
Banks/broker-dealers/finance companies
|
5
|
|
4
|
|
4
|
|
Public sector
|
4
|
|
4
|
|
3
|
|
Real estate
|
4
|
|
4
|
|
4
|
|
Other industries
|
1
|
|
2
|
|
1
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
|
3rd Qtr.
|
2nd Qtr.
|
1st Qtr.
|
4th Qtr.
|
3rd Qtr.
|
||||||||||
In millions of dollars
|
2019
|
2019
|
2019
|
2018
|
2018
|
||||||||||
Consumer loans
|
|
|
|
|
|
||||||||||
In North America offices(1)
|
|
|
|
|
|
||||||||||
Residential first mortgages(2)
|
$
|
46,337
|
|
$
|
45,474
|
|
$
|
45,351
|
|
$
|
47,412
|
|
$
|
47,707
|
|
Home equity loans(2)
|
9,850
|
|
10,404
|
|
10,937
|
|
11,543
|
|
12,131
|
|
|||||
Credit cards
|
141,482
|
|
140,266
|
|
135,908
|
|
144,557
|
|
137,872
|
|
|||||
Installment and other
|
3,361
|
|
3,245
|
|
3,314
|
|
3,454
|
|
3,528
|
|
|||||
Commercial banking
|
10,680
|
|
10,690
|
|
10,360
|
|
9,728
|
|
9,279
|
|
|||||
Total
|
$
|
211,710
|
|
$
|
210,079
|
|
$
|
205,870
|
|
$
|
216,694
|
|
$
|
210,517
|
|
In offices outside North America(1)
|
|
|
|
|
|
||||||||||
Residential first mortgages(2)
|
$
|
36,644
|
|
$
|
36,580
|
|
$
|
36,114
|
|
$
|
35,972
|
|
$
|
36,282
|
|
Credit cards
|
24,300
|
|
24,975
|
|
24,343
|
|
24,926
|
|
24,414
|
|
|||||
Installment and other
|
26,639
|
|
27,321
|
|
26,744
|
|
26,134
|
|
26,281
|
|
|||||
Commercial banking
|
26,745
|
|
27,040
|
|
26,816
|
|
26,761
|
|
27,975
|
|
|||||
Total
|
$
|
114,328
|
|
$
|
115,916
|
|
$
|
114,017
|
|
$
|
113,793
|
|
$
|
114,952
|
|
Consumer loans, net of unearned income(3)
|
$
|
326,038
|
|
$
|
325,995
|
|
$
|
319,887
|
|
$
|
330,487
|
|
$
|
325,469
|
|
Corporate loans
|
|
|
|
|
|
||||||||||
In North America offices(1)
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
49,475
|
|
$
|
54,519
|
|
$
|
56,698
|
|
$
|
52,063
|
|
$
|
51,365
|
|
Financial institutions
|
52,678
|
|
47,610
|
|
49,985
|
|
48,447
|
|
46,255
|
|
|||||
Mortgage and real estate(2)
|
52,972
|
|
51,321
|
|
49,746
|
|
50,124
|
|
47,629
|
|
|||||
Installment, revolving credit and other
|
31,303
|
|
33,555
|
|
31,960
|
|
32,425
|
|
31,414
|
|
|||||
Lease financing
|
1,314
|
|
1,385
|
|
1,405
|
|
1,429
|
|
1,445
|
|
|||||
Total
|
$
|
187,742
|
|
$
|
188,390
|
|
$
|
189,794
|
|
$
|
184,488
|
|
$
|
178,108
|
|
In offices outside North America(1)
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
102,432
|
|
$
|
98,351
|
|
$
|
97,844
|
|
$
|
94,701
|
|
$
|
98,281
|
|
Financial institutions
|
37,908
|
|
37,523
|
|
39,155
|
|
36,837
|
|
37,851
|
|
|||||
Mortgage and real estate(2)
|
7,811
|
|
7,577
|
|
7,005
|
|
7,376
|
|
7,344
|
|
|||||
Installment, revolving credit and other
|
26,774
|
|
27,333
|
|
24,868
|
|
25,684
|
|
22,827
|
|
|||||
Lease financing
|
80
|
|
92
|
|
95
|
|
103
|
|
131
|
|
|||||
Governments and official institutions
|
2,958
|
|
3,409
|
|
3,698
|
|
4,520
|
|
4,898
|
|
|||||
Total
|
$
|
177,963
|
|
$
|
174,285
|
|
$
|
172,665
|
|
$
|
169,221
|
|
$
|
171,332
|
|
Corporate loans, net of unearned income(4)
|
$
|
365,705
|
|
$
|
362,675
|
|
$
|
362,459
|
|
$
|
353,709
|
|
$
|
349,440
|
|
Total loans—net of unearned income
|
$
|
691,743
|
|
$
|
688,670
|
|
$
|
682,346
|
|
$
|
684,196
|
|
$
|
674,909
|
|
Allowance for loan losses—on drawn exposures
|
(12,530
|
)
|
(12,466
|
)
|
(12,329
|
)
|
(12,315
|
)
|
(12,336
|
)
|
|||||
Total loans—net of unearned income
and allowance for credit losses |
$
|
679,213
|
|
$
|
676,204
|
|
$
|
670,017
|
|
$
|
671,881
|
|
$
|
662,573
|
|
Allowance for loan losses as a percentage of total loans—
net of unearned income(5) |
1.82
|
%
|
1.82
|
%
|
1.82
|
%
|
1.81
|
%
|
1.84
|
%
|
|||||
Allowance for consumer loan losses as a percentage of
total consumer loans—net of unearned income(5) |
3.13
|
%
|
3.10
|
%
|
3.13
|
%
|
3.01
|
%
|
3.07
|
%
|
|||||
Allowance for corporate loan losses as a percentage of
total corporate loans—net of unearned income(5) |
0.64
|
%
|
0.66
|
%
|
0.64
|
%
|
0.67
|
%
|
0.68
|
%
|
(1)
|
North America includes the U.S., Canada and Puerto Rico. Mexico is included in offices outside North America.
|
(2)
|
Loans secured primarily by real estate.
|
(3)
|
Consumer loans are net of unearned income of $745 million, $713 million, $701 million, $708 million and $712 million at September 30, 2019, June 30, 2019, March 31, 2019, December 31, 2018 and September 30, 2018, respectively. Unearned income on consumer loans primarily represents unamortized origination fees and costs, premiums and discounts.
|
(4)
|
Corporate loans are net of unearned income of $(780) million, $(815) million, $(808) million, $(822) million and $(787) million at September 30, 2019, June 30, 2019, March 31, 2019, December 31, 2018 and September 30, 2018, respectively. Unearned income on corporate loans primarily represents interest received in advance, but not yet earned, on loans originated on a discounted basis.
|
(5)
|
All periods exclude loans that are carried at fair value.
|
|
3rd Qtr.
|
2nd Qtr.
|
1st Qtr.
|
4th Qtr.
|
3rd Qtr.
|
||||||||||
In millions of dollars
|
2019
|
2019
|
2019
|
2018
|
2018
|
||||||||||
Allowance for loan losses at beginning of period
|
$
|
12,466
|
|
$
|
12,329
|
|
$
|
12,315
|
|
$
|
12,336
|
|
$
|
12,126
|
|
Provision for loan losses
|
|
|
|
|
|
||||||||||
Consumer
|
$
|
1,979
|
|
$
|
1,972
|
|
$
|
1,942
|
|
$
|
1,774
|
|
$
|
1,869
|
|
Corporate
|
83
|
|
117
|
|
2
|
|
76
|
|
37
|
|
|||||
Total
|
$
|
2,062
|
|
$
|
2,089
|
|
$
|
1,944
|
|
$
|
1,850
|
|
$
|
1,906
|
|
Gross credit losses
|
|
|
|
|
|
||||||||||
Consumer
|
|
|
|
|
|
||||||||||
In U.S. offices
|
$
|
1,586
|
|
$
|
1,680
|
|
$
|
1,670
|
|
$
|
1,495
|
|
$
|
1,462
|
|
In offices outside the U.S.
|
588
|
|
591
|
|
602
|
|
595
|
|
596
|
|
|||||
Corporate
|
|
|
|
|
|
||||||||||
In U.S. offices
|
76
|
|
41
|
|
33
|
|
23
|
|
15
|
|
|||||
In offices outside the U.S.
|
31
|
|
42
|
|
40
|
|
53
|
|
21
|
|
|||||
Total
|
$
|
2,281
|
|
$
|
2,354
|
|
$
|
2,345
|
|
$
|
2,166
|
|
$
|
2,094
|
|
Credit recoveries(1)
|
|
|
|
|
|
||||||||||
Consumer
|
|
|
|
|
|
||||||||||
In U.S. offices
|
$
|
232
|
|
$
|
255
|
|
$
|
246
|
|
$
|
217
|
|
$
|
212
|
|
In offices outside the U.S.
|
118
|
|
123
|
|
134
|
|
132
|
|
120
|
|
|||||
Corporate
|
|
|
|
|
|
||||||||||
In U.S. offices
|
12
|
|
5
|
|
3
|
|
24
|
|
1
|
|
|||||
In offices outside the U.S.
|
6
|
|
8
|
|
14
|
|
7
|
|
5
|
|
|||||
Total
|
$
|
368
|
|
$
|
391
|
|
$
|
397
|
|
$
|
380
|
|
$
|
338
|
|
Net credit losses
|
|
|
|
|
|
||||||||||
In U.S. offices
|
$
|
1,418
|
|
$
|
1,461
|
|
$
|
1,454
|
|
$
|
1,277
|
|
$
|
1,264
|
|
In offices outside the U.S.
|
495
|
|
502
|
|
494
|
|
509
|
|
492
|
|
|||||
Total
|
$
|
1,913
|
|
$
|
1,963
|
|
$
|
1,948
|
|
$
|
1,786
|
|
$
|
1,756
|
|
Other—net(2)(3)(4)(5)(6)(7)
|
$
|
(85
|
)
|
$
|
11
|
|
$
|
18
|
|
$
|
(85
|
)
|
$
|
60
|
|
Allowance for loan losses at end of period
|
$
|
12,530
|
|
$
|
12,466
|
|
$
|
12,329
|
|
$
|
12,315
|
|
$
|
12,336
|
|
Allowance for loan losses as a percentage of total loans(8)
|
1.82
|
%
|
1.82
|
%
|
1.82
|
%
|
1.81
|
%
|
1.84
|
%
|
|||||
Allowance for unfunded lending commitments(9)
|
$
|
1,385
|
|
$
|
1,376
|
|
$
|
1,391
|
|
$
|
1,367
|
|
$
|
1,321
|
|
Total allowance for loan losses and unfunded lending commitments
|
$
|
13,915
|
|
$
|
13,842
|
|
$
|
13,720
|
|
$
|
13,682
|
|
$
|
13,657
|
|
Net consumer credit losses
|
$
|
1,824
|
|
$
|
1,893
|
|
$
|
1,892
|
|
$
|
1,741
|
|
$
|
1,726
|
|
As a percentage of average consumer loans
|
2.23
|
%
|
2.36
|
%
|
2.38
|
%
|
2.13
|
%
|
2.11
|
%
|
|||||
Net corporate credit losses (recoveries)
|
$
|
89
|
|
$
|
70
|
|
$
|
56
|
|
$
|
45
|
|
$
|
30
|
|
As a percentage of average corporate loans
|
0.10
|
%
|
0.08
|
%
|
0.07
|
%
|
0.06
|
%
|
0.03
|
%
|
|||||
Allowance by type at end of period(10)
|
|
|
|
|
|
||||||||||
Consumer
|
$
|
10,199
|
|
$
|
10,113
|
|
$
|
10,026
|
|
$
|
9,950
|
|
$
|
9,997
|
|
Corporate
|
2,331
|
|
2,353
|
|
2,303
|
|
2,365
|
|
2,339
|
|
|||||
Total
|
$
|
12,530
|
|
$
|
12,466
|
|
$
|
12,329
|
|
$
|
12,315
|
|
$
|
12,336
|
|
(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 third quarter of 2019 includes a decrease of approximately $65 million related to FX translation.
|
(4)
|
The second quarter of 2019 includes an increase of approximately $13 million related to FX translation.
|
(5)
|
The first quarter of 2019 includes an increase of approximately $26 million related to FX translation.
|
(6)
|
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.
|
(7)
|
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.
|
(8)
|
September 30, 2019, June 30, 2019, March 31, 2019, December 31, 2018 and September 30, 2018 exclude $3.9 billion, $3.8 billion, $3.9 billion, $3.2 billion and $4.2 billion, respectively, of loans that 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.
|
|
September 30, 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)
|
$
|
6.8
|
|
$
|
141.5
|
|
4.8
|
%
|
North America mortgages(3)
|
0.4
|
|
56.2
|
|
0.7
|
|
||
North America other
|
0.3
|
|
14.0
|
|
2.1
|
|
||
International cards
|
0.6
|
|
24.3
|
|
2.5
|
|
||
International other(4)
|
2.1
|
|
90.0
|
|
2.3
|
|
||
Total consumer
|
$
|
10.2
|
|
$
|
326.0
|
|
3.1
|
%
|
Total corporate
|
2.3
|
|
365.7
|
|
0.6
|
|
||
Total Citigroup
|
$
|
12.5
|
|
$
|
691.7
|
|
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 $6.8 billion of loan loss reserves represented approximately 16 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 $56.2 billion in loans, approximately $53.8 billion and $2.4 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.
|
|
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 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.
|
|
Sept. 30,
|
Jun. 30,
|
Mar. 31,
|
Dec. 31,
|
Sept. 30,
|
||||||||||
In millions of dollars
|
2019
|
2019
|
2019
|
2018
|
2018
|
||||||||||
Corporate non-accrual loans(1)
|
|
|
|
|
|
||||||||||
North America
|
$
|
901
|
|
$
|
779
|
|
$
|
922
|
|
$
|
483
|
|
$
|
679
|
|
EMEA
|
307
|
|
321
|
|
317
|
|
375
|
|
362
|
|
|||||
Latin America
|
275
|
|
259
|
|
225
|
|
230
|
|
266
|
|
|||||
Asia
|
44
|
|
51
|
|
18
|
|
223
|
|
233
|
|
|||||
Total corporate non-accrual loans
|
$
|
1,527
|
|
$
|
1,410
|
|
$
|
1,482
|
|
$
|
1,311
|
|
$
|
1,540
|
|
Consumer non-accrual loans(2)
|
|
|
|
|
|
||||||||||
North America
|
$
|
1,168
|
|
$
|
1,216
|
|
$
|
1,230
|
|
$
|
1,241
|
|
$
|
1,323
|
|
Latin America
|
719
|
|
723
|
|
694
|
|
715
|
|
764
|
|
|||||
Asia(3)
|
298
|
|
289
|
|
281
|
|
270
|
|
287
|
|
|||||
Total consumer non-accrual loans
|
$
|
2,185
|
|
$
|
2,228
|
|
$
|
2,205
|
|
$
|
2,226
|
|
$
|
2,374
|
|
Total non-accrual loans
|
$
|
3,712
|
|
$
|
3,638
|
|
$
|
3,687
|
|
$
|
3,537
|
|
$
|
3,914
|
|
(1)
|
Approximately 50%, 48%, 46%, 55% and 57% of Citi’s corporate non-accrual loans were performing at September 30, 2019, June 30, 2019, March 31, 2019, December 31, 2018 and September 30, 2018, respectively.
|
(2)
|
Excludes purchased distressed loans, as they are generally accreting interest. The carrying value of these loans was $117 million at September 30, 2019, $123 million at June 30, 2019, $125 million at March 31, 2019, $128 million at December 31, 2018 and $131 million at September 30, 2018.
|
(3)
|
Asia GCB includes balances in certain EMEA countries for all periods presented.
|
|
Three Months Ended
|
Three Months Ended
|
||||||||||||||||
|
September 30, 2019
|
September 30, 2018
|
||||||||||||||||
In millions of dollars
|
Corporate
|
Consumer
|
Total
|
Corporate
|
Consumer
|
Total
|
||||||||||||
Non-accrual loans at beginning of period
|
$
|
1,410
|
|
$
|
2,228
|
|
$
|
3,638
|
|
$
|
1,623
|
|
$
|
2,383
|
|
$
|
4,006
|
|
Additions
|
1,037
|
|
912
|
|
1,949
|
|
436
|
|
758
|
|
1,194
|
|
||||||
Sales and transfers to HFS
|
(18
|
)
|
(22
|
)
|
(40
|
)
|
(9
|
)
|
(44
|
)
|
(53
|
)
|
||||||
Returned to performing
|
(10
|
)
|
(87
|
)
|
(97
|
)
|
(14
|
)
|
(136
|
)
|
(150
|
)
|
||||||
Paydowns/settlements
|
(849
|
)
|
(289
|
)
|
(1,138
|
)
|
(479
|
)
|
(207
|
)
|
(686
|
)
|
||||||
Charge-offs
|
(35
|
)
|
(421
|
)
|
(456
|
)
|
(18
|
)
|
(417
|
)
|
(435
|
)
|
||||||
Other
|
(8
|
)
|
(136
|
)
|
(144
|
)
|
1
|
|
37
|
|
38
|
|
||||||
Ending balance
|
$
|
1,527
|
|
$
|
2,185
|
|
$
|
3,712
|
|
$
|
1,540
|
|
$
|
2,374
|
|
$
|
3,914
|
|
|
Nine Months Ended
|
Nine Months Ended
|
||||||||||||||||
|
September 30, 2019
|
September 30, 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
|
2,259
|
|
2,457
|
|
4,716
|
|
1,889
|
|
2,410
|
|
4,299
|
|
||||||
Sales and transfers to HFS
|
(23
|
)
|
(78
|
)
|
(101
|
)
|
(37
|
)
|
(197
|
)
|
(234
|
)
|
||||||
Returned to performing
|
(49
|
)
|
(321
|
)
|
(370
|
)
|
(118
|
)
|
(490
|
)
|
(608
|
)
|
||||||
Paydowns/settlements
|
(1,832
|
)
|
(749
|
)
|
(2,581
|
)
|
(1,976
|
)
|
(804
|
)
|
(2,780
|
)
|
||||||
Charge-offs
|
(107
|
)
|
(1,229
|
)
|
(1,336
|
)
|
(138
|
)
|
(1,243
|
)
|
(1,381
|
)
|
||||||
Other
|
(32
|
)
|
(121
|
)
|
(153
|
)
|
(22
|
)
|
8
|
|
(14
|
)
|
||||||
Ending balance
|
$
|
1,527
|
|
$
|
2,185
|
|
$
|
3,712
|
|
$
|
1,540
|
|
$
|
2,374
|
|
$
|
3,914
|
|
|
Sept. 30,
|
Jun. 30,
|
Mar. 31,
|
Dec. 31,
|
Sept. 30,
|
||||||||||
In millions of dollars
|
2019
|
2019
|
2019
|
2018
|
2018
|
||||||||||
OREO
|
|
|
|
|
|
||||||||||
North America
|
$
|
51
|
|
$
|
47
|
|
$
|
63
|
|
$
|
64
|
|
$
|
76
|
|
EMEA
|
1
|
|
1
|
|
1
|
|
1
|
|
1
|
|
|||||
Latin America
|
14
|
|
14
|
|
13
|
|
12
|
|
25
|
|
|||||
Asia
|
6
|
|
20
|
|
21
|
|
22
|
|
7
|
|
|||||
Total OREO
|
$
|
72
|
|
$
|
82
|
|
$
|
98
|
|
$
|
99
|
|
$
|
109
|
|
Non-accrual assets
|
|
|
|
|
|
||||||||||
Corporate non-accrual loans
|
$
|
1,527
|
|
$
|
1,410
|
|
$
|
1,482
|
|
$
|
1,311
|
|
$
|
1,540
|
|
Consumer non-accrual loans
|
2,185
|
|
2,228
|
|
2,205
|
|
2,226
|
|
2,374
|
|
|||||
Non-accrual loans (NAL)
|
$
|
3,712
|
|
$
|
3,638
|
|
$
|
3,687
|
|
$
|
3,537
|
|
$
|
3,914
|
|
OREO
|
$
|
72
|
|
$
|
82
|
|
$
|
98
|
|
$
|
99
|
|
$
|
109
|
|
Non-accrual assets (NAA)
|
$
|
3,784
|
|
$
|
3,720
|
|
$
|
3,785
|
|
$
|
3,636
|
|
$
|
4,023
|
|
NAL as a percentage of total loans
|
0.54
|
%
|
0.53
|
%
|
0.54
|
%
|
0.52
|
%
|
0.58
|
%
|
|||||
NAA as a percentage of total assets
|
0.19
|
|
0.19
|
|
0.19
|
|
0.19
|
|
0.21
|
|
|||||
Allowance for loan losses as a percentage of NAL(1)
|
338
|
|
343
|
|
334
|
|
348
|
|
315
|
|
(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.
|
In millions of dollars
|
Sept. 30, 2019
|
Dec. 31, 2018
|
||||
Corporate renegotiated loans(1)
|
|
|
||||
In U.S. offices
|
|
|
||||
Commercial and industrial(2)
|
$
|
170
|
|
$
|
188
|
|
Mortgage and real estate
|
54
|
|
111
|
|
||
Financial institutions
|
—
|
|
16
|
|
||
Other
|
4
|
|
2
|
|
||
Total
|
$
|
228
|
|
$
|
317
|
|
In offices outside the U.S.
|
|
|
||||
Commercial and industrial(2)
|
$
|
228
|
|
$
|
226
|
|
Mortgage and real estate
|
21
|
|
12
|
|
||
Financial institutions
|
9
|
|
9
|
|
||
Other
|
—
|
|
—
|
|
||
Total
|
$
|
258
|
|
$
|
247
|
|
Total corporate renegotiated loans
|
$
|
486
|
|
$
|
564
|
|
Consumer renegotiated loans(3)(4)(5)
|
|
|
||||
In U.S. offices
|
|
|
||||
Mortgage and real estate
|
$
|
2,257
|
|
$
|
2,520
|
|
Cards
|
1,440
|
|
1,338
|
|
||
Installment and other
|
82
|
|
86
|
|
||
Total
|
$
|
3,779
|
|
$
|
3,944
|
|
In offices outside the U.S.
|
|
|
||||
Mortgage and real estate
|
$
|
317
|
|
$
|
311
|
|
Cards
|
455
|
|
480
|
|
||
Installment and other
|
430
|
|
415
|
|
||
Total
|
$
|
1,202
|
|
$
|
1,206
|
|
Total consumer renegotiated loans
|
$
|
4,981
|
|
$
|
5,150
|
|
(1)
|
Includes $404 million and $466 million of non-accrual loans included in the non-accrual loans table above at September 30, 2019 and December 31, 2018, respectively. The remaining loans are accruing interest.
|
(2)
|
In addition to modifications reflected as TDRs at September 30, 2019, Citi also modified $27 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 $981 million and $1,015 million of non-accrual loans included in the non-accrual loans table above at September 30, 2019 and December 31, 2018, respectively. The remaining loans are accruing interest.
|
(4)
|
Includes $18 million and $17 million of commercial real estate loans at September 30, 2019 and December 31, 2018, respectively.
|
(5)
|
Includes $112 million and $101 million of other commercial loans at September 30, 2019 and December 31, 2018, respectively.
|
|
Citibank
|
Non-Bank and Other
|
Total
|
||||||||||||||||||||||||
In billions of dollars
|
Sept. 30, 2019
|
Jun. 30, 2019
|
Sept. 30, 2018
|
Sept. 30, 2019
|
Jun. 30, 2019
|
Sept. 30, 2018
|
Sept. 30, 2019
|
Jun. 30, 2019
|
Sept. 30, 2018
|
||||||||||||||||||
Available cash
|
$
|
123.7
|
|
$
|
102.1
|
|
$
|
105.1
|
|
$
|
31.8
|
|
$
|
42.1
|
|
$
|
35.1
|
|
$
|
155.5
|
|
$
|
144.2
|
|
$
|
140.2
|
|
U.S. sovereign
|
94.3
|
|
93.8
|
|
102.2
|
|
32.4
|
|
37.0
|
|
29.7
|
|
126.7
|
|
130.8
|
|
131.9
|
|
|||||||||
U.S. agency/agency MBS
|
55.5
|
|
57.5
|
|
56.4
|
|
4.6
|
|
4.8
|
|
6.5
|
|
60.1
|
|
62.3
|
|
62.9
|
|
|||||||||
Foreign government debt(1)
|
65.9
|
|
61.9
|
|
74.9
|
|
10.9
|
|
4.0
|
|
9.6
|
|
76.8
|
|
65.9
|
|
84.5
|
|
|||||||||
Other investment grade
|
2.9
|
|
3.1
|
|
0.2
|
|
0.7
|
|
0.7
|
|
1.1
|
|
3.6
|
|
3.8
|
|
1.3
|
|
|||||||||
Total HQLA (AVG)
|
$
|
342.3
|
|
$
|
318.4
|
|
$
|
338.8
|
|
$
|
80.4
|
|
$
|
88.6
|
|
$
|
82.0
|
|
$
|
422.7
|
|
$
|
407.0
|
|
$
|
420.8
|
|
(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, India, Korea, Mexico and Canada.
|
In billions of dollars
|
Sept. 30, 2019
|
Jun. 30, 2019
|
Sept. 30, 2018
|
||||||
HQLA
|
$
|
422.7
|
|
$
|
407.0
|
|
$
|
420.8
|
|
Net outflows
|
373.4
|
353.5
|
350.8
|
|
|||||
LCR
|
113
|
%
|
115
|
%
|
120
|
%
|
|||
HQLA in excess of net outflows
|
$
|
49.3
|
|
$
|
53.5
|
|
$
|
70.0
|
|
In billions of dollars
|
Sept. 30, 2019
|
Jun. 30, 2019
|
Sept. 30, 2018
|
||||||
Global Consumer Banking
|
|
|
|
||||||
North America
|
$
|
199.0
|
|
$
|
195.4
|
|
$
|
192.8
|
|
Latin America
|
25.4
|
|
25.6
|
|
26.3
|
|
|||
Asia(1)
|
88.9
|
|
88.4
|
|
87.7
|
|
|||
Total
|
$
|
313.3
|
|
$
|
309.4
|
|
$
|
306.8
|
|
Institutional Clients Group
|
|
|
|
||||||
Corporate lending
|
$
|
131.7
|
|
$
|
132.9
|
|
$
|
130.9
|
|
Treasury and trade solutions (TTS)
|
72.5
|
|
73.2
|
|
76.9
|
|
|||
Private bank
|
104.0
|
|
101.2
|
|
92.8
|
|
|||
Markets and securities services
and other
|
52.3
|
|
50.6
|
|
45.6
|
|
|||
Total
|
$
|
360.5
|
|
$
|
357.9
|
|
$
|
346.2
|
|
Total Corporate/Other
|
$
|
11.2
|
|
$
|
12.3
|
|
$
|
17.3
|
|
Total Citigroup loans (AVG)
|
$
|
685.0
|
|
$
|
679.6
|
|
$
|
670.3
|
|
Total Citigroup loans (EOP)
|
$
|
691.7
|
|
$
|
688.7
|
|
$
|
674.9
|
|
(1)
|
Includes loans in certain EMEA countries for all periods presented.
|
In billions of dollars
|
Sept. 30, 2019
|
Jun. 30, 2019
|
Sept. 30, 2018
|
||||||
Global Consumer Banking
|
|
|
|
||||||
North America
|
$
|
186.0
|
|
$
|
183.0
|
|
$
|
180.2
|
|
Latin America
|
29.2
|
|
29.2
|
|
29.4
|
|
|||
Asia(1)
|
100.6
|
|
100.7
|
|
97.6
|
|
|||
Total
|
$
|
315.8
|
|
$
|
312.9
|
|
$
|
307.2
|
|
Institutional Clients Group
|
|
|
|
||||||
Treasury and trade solutions (TTS)
|
$
|
501.7
|
|
$
|
484.2
|
|
$
|
456.7
|
|
Banking ex-TTS
|
137.1
|
|
133.2
|
|
124.6
|
|
|||
Markets and securities services
|
95.8
|
|
94.0
|
|
86.7
|
|
|||
Total
|
$
|
734.6
|
|
$
|
711.4
|
|
$
|
668.0
|
|
Corporate/Other
|
$
|
15.9
|
|
$
|
15.6
|
|
$
|
10.5
|
|
Total Citigroup deposits (AVG)
|
$
|
1,066.3
|
|
$
|
1,039.9
|
|
$
|
985.7
|
|
Total Citigroup deposits (EOP)
|
$
|
1,087.8
|
|
$
|
1,045.6
|
|
$
|
1,005.2
|
|
(1)
|
Includes deposits in certain EMEA countries for all periods presented.
|
In billions of dollars
|
Sept. 30, 2019
|
Jun. 30, 2019
|
Sept. 30, 2018
|
||||||
Parent and other(1)
|
|
|
|
|
|
|
|||
Benchmark debt:
|
|
|
|
||||||
Senior debt
|
$
|
104.3
|
|
$
|
111.2
|
|
$
|
107.2
|
|
Subordinated debt
|
25.9
|
|
25.5
|
|
25.1
|
|
|||
Trust preferred
|
1.7
|
|
1.7
|
|
1.7
|
|
|||
Customer-related debt
|
50.1
|
|
47.9
|
|
35.4
|
|
|||
Local country and other(2)
|
5.3
|
|
3.3
|
|
3.8
|
|
|||
Total parent and other
|
$
|
187.3
|
|
$
|
189.6
|
|
$
|
173.2
|
|
Bank
|
|
|
|
|
|
|
|||
FHLB borrowings
|
$
|
5.5
|
|
$
|
7.7
|
|
$
|
10.5
|
|
Securitizations(3)
|
22.8
|
|
25.9
|
|
27.4
|
|
|||
Citibank benchmark senior debt
|
23.1
|
|
25.4
|
|
21.0
|
|
|||
Local country and other(2)
|
3.5
|
|
3.6
|
|
3.2
|
|
|||
Total bank
|
$
|
54.9
|
|
$
|
62.6
|
|
$
|
62.1
|
|
Total long-term debt
|
$
|
242.2
|
|
$
|
252.2
|
|
$
|
235.3
|
|
(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 September 30, 2019, Parent and other included $42.0 billion of long-term debt issued by Citi’s broker-dealer subsidiaries.
|
(2)
|
Local country debt includes debt issued by Citi’s affiliates in support of their local operations.
|
(3)
|
Predominantly credit card securitizations, primarily backed by Citi-branded credit card receivables.
|
|
3Q19
|
2Q19
|
3Q18
|
|||||||||||||||
In billions of dollars
|
Maturities
|
Issuances
|
Maturities
|
Issuances
|
Maturities
|
Issuances
|
||||||||||||
Parent and other
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Benchmark debt:
|
|
|
|
|
|
|
||||||||||||
Senior debt
|
$
|
6.9
|
|
$
|
—
|
|
$
|
5.1
|
|
$
|
4.5
|
|
$
|
4.2
|
|
$
|
4.5
|
|
Subordinated debt
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Trust preferred
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Customer-related debt
|
2.7
|
|
6.1
|
|
3.2
|
|
7.5
|
|
1.2
|
|
2.9
|
|
||||||
Local country and other
|
—
|
|
0.1
|
|
0.3
|
|
0.2
|
|
0.3
|
|
0.2
|
|
||||||
Total parent and other
|
$
|
9.6
|
|
$
|
6.2
|
|
$
|
8.6
|
|
$
|
12.2
|
|
$
|
5.7
|
|
$
|
7.6
|
|
Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
FHLB borrowings
|
$
|
4.3
|
|
$
|
2.1
|
|
$
|
2.8
|
|
$
|
—
|
|
$
|
3.3
|
|
$
|
—
|
|
Securitizations
|
3.2
|
|
—
|
|
0.1
|
|
—
|
|
2.9
|
|
1.9
|
|
||||||
Citibank benchmark senior debt
|
2.3
|
|
—
|
|
—
|
|
3.9
|
|
—
|
|
2.5
|
|
||||||
Local country and other
|
0.1
|
|
—
|
|
0.4
|
|
0.2
|
|
0.2
|
|
0.3
|
|
||||||
Total bank
|
$
|
9.9
|
|
$
|
2.1
|
|
$
|
3.3
|
|
$
|
4.1
|
|
$
|
6.4
|
|
$
|
4.7
|
|
Total
|
$
|
19.5
|
|
$
|
8.3
|
|
$
|
11.9
|
|
$
|
16.3
|
|
$
|
12.1
|
|
$
|
12.3
|
|
|
2019 YTD
|
Maturities
|
|||||||||||||||||||||||||
In billions of dollars
|
2019
|
2020
|
2021
|
2022
|
2023
|
2024
|
Thereafter
|
Total
|
|||||||||||||||||||
Parent and other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Benchmark debt:
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Senior debt
|
$
|
12.2
|
|
$
|
1.8
|
|
$
|
8.9
|
|
$
|
14.2
|
|
$
|
9.3
|
|
$
|
12.5
|
|
$
|
7.9
|
|
$
|
49.7
|
|
$
|
104.3
|
|
Subordinated debt
|
—
|
|
—
|
|
—
|
|
—
|
|
0.7
|
|
1.3
|
|
1.4
|
|
22.5
|
|
25.9
|
|
|||||||||
Trust preferred
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1.7
|
|
1.7
|
|
|||||||||
Customer-related debt
|
6.8
|
|
1.5
|
|
9.7
|
|
5.3
|
|
4.6
|
|
2.8
|
|
2.3
|
|
23.9
|
|
50.1
|
|
|||||||||
Local country and other
|
0.4
|
|
0.8
|
|
0.6
|
|
1.1
|
|
1.5
|
|
0.1
|
|
—
|
|
1.2
|
|
5.3
|
|
|||||||||
Total parent and other
|
$
|
19.4
|
|
$
|
4.1
|
|
$
|
19.2
|
|
$
|
20.6
|
|
$
|
16.1
|
|
$
|
16.7
|
|
$
|
11.6
|
|
$
|
99.0
|
|
$
|
187.3
|
|
Bank
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
FHLB borrowings
|
$
|
7.1
|
|
$
|
—
|
|
$
|
5.5
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
5.5
|
|
Securitizations
|
5.8
|
|
2.1
|
|
4.5
|
|
7.2
|
|
2.2
|
|
2.5
|
|
1.2
|
|
3.1
|
|
22.8
|
|
|||||||||
Citibank benchmark debt
|
4.7
|
|
—
|
|
8.7
|
|
6.1
|
|
5.6
|
|
—
|
|
2.7
|
|
—
|
|
23.1
|
|
|||||||||
Local country and other
|
0.9
|
|
0.6
|
|
1.4
|
|
0.4
|
|
0.3
|
|
0.1
|
|
0.4
|
|
0.3
|
|
3.5
|
|
|||||||||
Total bank
|
$
|
18.5
|
|
$
|
2.7
|
|
$
|
20.1
|
|
$
|
13.7
|
|
$
|
8.1
|
|
$
|
2.6
|
|
$
|
4.3
|
|
$
|
3.4
|
|
$
|
54.9
|
|
Total long-term debt
|
$
|
37.9
|
|
$
|
6.8
|
|
$
|
39.3
|
|
$
|
34.3
|
|
$
|
24.2
|
|
$
|
19.3
|
|
$
|
15.9
|
|
$
|
102.4
|
|
$
|
242.2
|
|
|
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
|
In millions of dollars, except as otherwise noted
|
Sept. 30, 2019
|
Jun. 30, 2019
|
Sept. 30, 2018
|
||||||
Estimated annualized impact to net interest revenue
|
|
|
|
||||||
U.S. dollar(1)
|
$
|
292
|
|
$
|
404
|
|
$
|
879
|
|
All other currencies
|
605
|
|
659
|
|
649
|
|
|||
Total
|
$
|
897
|
|
$
|
1,063
|
|
$
|
1,528
|
|
As a percentage of average interest-earning assets
|
0.05
|
%
|
0.06
|
%
|
0.09
|
%
|
|||
Estimated initial impact to AOCI (after-tax)(2)
|
$
|
(4,055
|
)
|
$
|
(3,738
|
)
|
$
|
(4,597
|
)
|
Estimated initial impact on Common Equity Tier 1 Capital ratio (bps)
|
(24
|
)
|
(23
|
)
|
(31
|
)
|
(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 $(203) million for a 100 bps instantaneous increase in interest rates as of September 30, 2019.
|
(2)
|
Includes the effect of changes in interest rates on AOCI related to investment securities, cash flow hedges and pension liability adjustments.
|
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
|
$
|
292
|
|
$
|
343
|
|
$
|
52
|
|
$
|
(79
|
)
|
$
|
(744
|
)
|
All other currencies
|
605
|
|
558
|
|
34
|
|
(34
|
)
|
(395
|
)
|
|||||
Total
|
$
|
897
|
|
$
|
901
|
|
$
|
86
|
|
$
|
(113
|
)
|
$
|
(1,139
|
)
|
Estimated initial impact to AOCI (after-tax)(1)
|
$
|
(4,055
|
)
|
$
|
(2,599
|
)
|
$
|
(1,505
|
)
|
$
|
1,125
|
|
$
|
3,405
|
|
Estimated initial impact to Common Equity Tier 1 Capital ratio (bps)
|
(24
|
)
|
(16
|
)
|
(9
|
)
|
6
|
|
18
|
|
(1)
|
Includes the effect of changes in interest rates on AOCI related to investment securities, cash flow hedges and pension liability adjustments.
|
|
For the quarter ended
|
||||||||
In millions of dollars, except as otherwise noted
|
Sept. 30, 2019
|
Jun. 30, 2019
|
Sept. 30, 2018
|
||||||
Change in FX spot rate(1)
|
(3.0
|
)%
|
0.4
|
%
|
(0.2
|
)%
|
|||
Change in TCE due to FX translation, net of hedges
|
$
|
(1,192
|
)
|
$
|
56
|
|
$
|
(354
|
)
|
As a percentage of TCE
|
(0.8
|
)%
|
—
|
%
|
(0.2
|
)%
|
|||
Estimated impact to Common Equity Tier 1 Capital ratio (on a fully implemented basis) due
to changes in FX translation, net of hedges (bps)
|
(1
|
)
|
—
|
|
—
|
|
(1)
|
FX spot rate change is a weighted average based upon Citi’s quarterly average GAAP capital exposure to foreign countries.
|
|
3rd Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
Change
|
||||||||
In millions of dollars, except as otherwise noted
|
2019
|
|
2019
|
|
2018
|
|
3Q19 vs. 3Q18
|
||||||||
Interest revenue(1)
|
$
|
19,224
|
|
|
$
|
19,761
|
|
|
$
|
18,228
|
|
|
5
|
%
|
|
Interest expense(2)
|
7,536
|
|
|
7,762
|
|
|
6,368
|
|
|
18
|
|
|
|||
Net interest revenue, taxable equivalent basis
|
$
|
11,688
|
|
|
$
|
11,999
|
|
|
$
|
11,860
|
|
|
(1
|
)%
|
|
Interest revenue—average rate(3)
|
4.21
|
%
|
|
4.40
|
%
|
|
4.15
|
%
|
|
6
|
|
bps
|
|||
Interest expense—average rate
|
2.04
|
|
|
2.14
|
|
|
1.83
|
|
|
21
|
|
bps
|
|||
Net interest margin(3)(4)
|
2.56
|
|
|
2.67
|
|
|
2.70
|
|
|
(14
|
)
|
bps
|
|||
Interest-rate benchmarks
|
|
|
|
|
|
|
|
|
|||||||
Two-year U.S. Treasury note—average rate
|
1.69
|
%
|
|
2.13
|
%
|
|
2.67
|
%
|
|
(98
|
)
|
bps
|
|||
10-year U.S. Treasury note—average rate
|
1.80
|
|
|
2.34
|
|
|
2.92
|
|
|
(112
|
)
|
bps
|
|||
10-year vs. two-year spread
|
11
|
|
bps
|
21
|
|
bps
|
25
|
|
bps
|
|
|
|
(1)
|
Net interest revenue includes the taxable equivalent adjustments related to the tax-exempt bond portfolio (based on the U.S. federal statutory tax rate of 21% in 2019 and 2018) of $47 million, $49 million and $58 million for the three months ended September 30, 2019, June 30, 2019 and September 30, 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.
|
|
Average volume
|
Interest revenue
|
% Average rate
|
|||||||||||||||||||||
|
3rd Qtr.
|
2nd Qtr.
|
3rd Qtr.
|
3rd Qtr.
|
2nd Qtr.
|
3rd Qtr.
|
3rd Qtr.
|
2nd Qtr.
|
3rd Qtr.
|
|||||||||||||||
In millions of dollars, except rates
|
2019
|
2019
|
2018
|
2019
|
2019
|
2018
|
2019
|
2019
|
2018
|
|||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Deposits with banks(4)
|
$
|
194,972
|
|
$
|
192,483
|
|
$
|
186,907
|
|
$
|
736
|
|
$
|
736
|
|
$
|
629
|
|
1.50
|
%
|
1.53
|
%
|
1.34
|
%
|
Securities borrowed or purchased under agreements to resell(5)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
In U.S. offices
|
$
|
145,267
|
|
$
|
147,677
|
|
$
|
154,120
|
|
$
|
1,198
|
|
$
|
1,345
|
|
$
|
1,065
|
|
3.27
|
%
|
3.65
|
%
|
2.74
|
%
|
In offices outside the U.S.(4)
|
118,741
|
|
118,973
|
|
114,389
|
|
549
|
|
552
|
|
360
|
|
1.83
|
|
1.86
|
|
1.25
|
|
||||||
Total
|
$
|
264,008
|
|
$
|
266,650
|
|
$
|
268,509
|
|
$
|
1,747
|
|
$
|
1,897
|
|
$
|
1,425
|
|
2.63
|
%
|
2.85
|
%
|
2.11
|
%
|
Trading account assets(6)(7)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
113,711
|
|
$
|
108,993
|
|
$
|
92,034
|
|
$
|
1,062
|
|
$
|
1,014
|
|
$
|
1,048
|
|
3.71
|
%
|
3.73
|
%
|
4.52
|
%
|
In offices outside the U.S.(4)
|
137,514
|
|
136,733
|
|
112,979
|
|
834
|
|
1,129
|
|
614
|
|
2.41
|
|
3.31
|
|
2.16
|
|
||||||
Total
|
$
|
251,225
|
|
$
|
245,726
|
|
$
|
205,013
|
|
$
|
1,896
|
|
$
|
2,143
|
|
$
|
1,662
|
|
2.99
|
%
|
3.50
|
%
|
3.22
|
%
|
Investments
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Taxable
|
$
|
218,823
|
|
$
|
217,593
|
|
$
|
227,282
|
|
$
|
1,224
|
|
$
|
1,273
|
|
$
|
1,343
|
|
2.22
|
%
|
2.35
|
%
|
2.34
|
%
|
Exempt from U.S. income tax
|
14,649
|
|
15,233
|
|
17,088
|
|
126
|
|
196
|
|
175
|
|
3.41
|
|
5.16
|
|
4.06
|
|
||||||
In offices outside the U.S.(4)
|
118,991
|
|
114,575
|
|
103,120
|
|
1,083
|
|
1,060
|
|
903
|
|
3.61
|
|
3.71
|
|
3.47
|
|
||||||
Total
|
$
|
352,463
|
|
$
|
347,401
|
|
$
|
347,490
|
|
$
|
2,433
|
|
$
|
2,529
|
|
$
|
2,421
|
|
2.74
|
%
|
2.92
|
%
|
2.76
|
%
|
Loans (net of unearned income)(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
396,038
|
|
$
|
393,694
|
|
$
|
385,610
|
|
$
|
7,708
|
|
$
|
7,614
|
|
$
|
7,331
|
|
7.72
|
%
|
7.76
|
%
|
7.54
|
%
|
In offices outside the U.S.(4)
|
288,942
|
|
285,928
|
|
284,663
|
|
4,304
|
|
4,385
|
|
4,326
|
|
5.91
|
|
6.15
|
|
6.03
|
|
||||||
Total
|
$
|
684,980
|
|
$
|
679,622
|
|
$
|
670,273
|
|
$
|
12,012
|
|
$
|
11,999
|
|
$
|
11,657
|
|
6.96
|
%
|
7.08
|
%
|
6.90
|
%
|
Other interest-earning assets(9)
|
$
|
63,869
|
|
$
|
67,885
|
|
$
|
63,741
|
|
$
|
400
|
|
$
|
457
|
|
$
|
434
|
|
2.48
|
%
|
2.70
|
%
|
2.70
|
%
|
Total interest-earning assets
|
$
|
1,811,517
|
|
$
|
1,799,767
|
|
$
|
1,741,933
|
|
$
|
19,224
|
|
$
|
19,761
|
|
$
|
18,228
|
|
4.21
|
%
|
4.40
|
%
|
4.15
|
%
|
Non-interest-earning assets(6)
|
$
|
188,565
|
|
$
|
179,357
|
|
$
|
180,871
|
|
|
|
|
|
|
|
|||||||||
Total assets
|
$
|
2,000,082
|
|
$
|
1,979,124
|
|
$
|
1,922,804
|
|
|
|
|
|
|
|
(1)
|
Net interest revenue includes the taxable equivalent adjustments related to the tax-exempt bond portfolio (based on the U.S. federal statutory tax rate of 21% in 2019 and 2018) of $47 million, $49 million and $58 million for the three months ended September 30, 2019, June 30, 2019 and September 30, 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 volume
|
Interest expense
|
% Average rate
|
|||||||||||||||||||||
|
3rd Qtr.
|
2nd Qtr.
|
3rd Qtr.
|
3rd Qtr.
|
2nd Qtr.
|
3rd Qtr.
|
3rd Qtr.
|
2nd Qtr.
|
3rd Qtr.
|
|||||||||||||||
In millions of dollars, except rates
|
2019
|
2019
|
2018
|
2019
|
2019
|
2018
|
2019
|
2019
|
2018
|
|||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Deposits
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
In U.S. offices(4)
|
$
|
400,445
|
|
$
|
377,651
|
|
$
|
341,679
|
|
$
|
1,699
|
|
$
|
1,627
|
|
$
|
1,231
|
|
1.68
|
%
|
1.73
|
%
|
1.43
|
%
|
In offices outside the U.S.(5)
|
491,472
|
|
485,069
|
|
452,197
|
|
1,670
|
|
1,657
|
|
1,349
|
|
1.35
|
|
1.37
|
|
1.18
|
|
||||||
Total
|
$
|
891,917
|
|
$
|
862,720
|
|
$
|
793,876
|
|
$
|
3,369
|
|
$
|
3,284
|
|
$
|
2,580
|
|
1.50
|
%
|
1.53
|
%
|
1.29
|
%
|
Securities loaned or sold under
agreements to repurchase(6)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
117,823
|
|
$
|
112,386
|
|
$
|
105,194
|
|
$
|
1,087
|
|
$
|
1,149
|
|
$
|
872
|
|
3.66
|
%
|
4.10
|
%
|
3.29
|
%
|
In offices outside the U.S.(5)
|
81,677
|
|
76,659
|
|
70,638
|
|
543
|
|
575
|
|
378
|
|
2.64
|
|
3.01
|
|
2.12
|
|
||||||
Total
|
$
|
199,500
|
|
$
|
189,045
|
|
$
|
175,832
|
|
$
|
1,630
|
|
$
|
1,724
|
|
$
|
1,250
|
|
3.24
|
%
|
3.66
|
%
|
2.82
|
%
|
Trading account liabilities(7)(8)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
37,465
|
|
$
|
35,939
|
|
$
|
38,385
|
|
$
|
228
|
|
$
|
215
|
|
$
|
167
|
|
2.41
|
%
|
2.40
|
%
|
1.73
|
%
|
In offices outside the U.S.(5)
|
48,985
|
|
59,065
|
|
57,746
|
|
117
|
|
105
|
|
106
|
|
0.95
|
|
0.71
|
|
0.73
|
|
||||||
Total
|
$
|
86,450
|
|
$
|
95,004
|
|
$
|
96,131
|
|
$
|
345
|
|
$
|
320
|
|
$
|
273
|
|
1.58
|
%
|
1.35
|
%
|
1.13
|
%
|
Short-term borrowings(9)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
75,179
|
|
$
|
84,091
|
|
$
|
85,592
|
|
$
|
517
|
|
$
|
630
|
|
$
|
502
|
|
2.73
|
%
|
3.00
|
%
|
2.33
|
%
|
In offices outside the U.S.(5)
|
17,576
|
|
22,114
|
|
22,579
|
|
92
|
|
85
|
|
76
|
|
2.08
|
|
1.54
|
|
1.34
|
|
||||||
Total
|
$
|
92,755
|
|
$
|
106,205
|
|
$
|
108,171
|
|
$
|
609
|
|
$
|
715
|
|
$
|
578
|
|
2.60
|
%
|
2.70
|
%
|
2.12
|
%
|
Long-term debt(10)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
192,943
|
|
$
|
197,578
|
|
$
|
200,199
|
|
$
|
1,569
|
|
$
|
1,685
|
|
$
|
1,647
|
|
3.23
|
%
|
3.42
|
%
|
3.26
|
%
|
In offices outside the U.S.(5)
|
4,698
|
|
4,946
|
|
5,390
|
|
14
|
|
34
|
|
40
|
|
1.18
|
|
2.76
|
|
2.94
|
|
||||||
Total
|
$
|
197,641
|
|
$
|
202,524
|
|
$
|
205,589
|
|
$
|
1,583
|
|
$
|
1,719
|
|
$
|
1,687
|
|
3.18
|
%
|
3.40
|
%
|
3.26
|
%
|
Total interest-bearing liabilities
|
$
|
1,468,263
|
|
$
|
1,455,498
|
|
$
|
1,379,599
|
|
$
|
7,536
|
|
$
|
7,762
|
|
$
|
6,368
|
|
2.04
|
%
|
2.14
|
%
|
1.83
|
%
|
Demand deposits in U.S. offices
|
$
|
27,538
|
|
$
|
29,929
|
|
$
|
31,697
|
|
|
|
|
|
|
|
|||||||||
Other non-interest-bearing liabilities(7)
|
307,586
|
|
296,747
|
|
312,174
|
|
|
|
|
|
|
|
||||||||||||
Total liabilities
|
$
|
1,803,387
|
|
$
|
1,782,174
|
|
$
|
1,723,470
|
|
|
|
|
|
|
|
|||||||||
Citigroup stockholders’ equity
|
$
|
196,034
|
|
$
|
196,237
|
|
$
|
198,494
|
|
|
|
|
|
|
|
|||||||||
Noncontrolling interest
|
661
|
|
713
|
|
840
|
|
|
|
|
|
|
|
||||||||||||
Total equity
|
$
|
196,695
|
|
$
|
196,950
|
|
$
|
199,334
|
|
|
|
|
|
|
|
|||||||||
Total liabilities and stockholders’ equity
|
$
|
2,000,082
|
|
$
|
1,979,124
|
|
$
|
1,922,804
|
|
|
|
|
|
|
|
|||||||||
Net interest revenue as a percentage of average interest-earning assets(11)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
In U.S. offices
|
$
|
1,026,273
|
|
$
|
1,015,979
|
|
$
|
1,005,236
|
|
$
|
7,036
|
|
$
|
7,029
|
|
$
|
7,307
|
|
2.72
|
%
|
2.77
|
%
|
2.88
|
%
|
In offices outside the U.S.(6)
|
785,244
|
|
783,788
|
|
736,697
|
|
4,652
|
|
4,970
|
|
4,553
|
|
2.35
|
|
2.54
|
|
2.45
|
|
||||||
Total
|
$
|
1,811,517
|
|
$
|
1,799,767
|
|
$
|
1,741,933
|
|
$
|
11,688
|
|
$
|
11,999
|
|
$
|
11,860
|
|
2.56
|
%
|
2.67
|
%
|
2.70
|
%
|
(1)
|
Net interest revenue includes the taxable equivalent adjustments related to the tax-exempt bond portfolio (based on the U.S. federal statutory tax rate of 21% in 2019 and 2018) of $47 million, $49 million and $58 million for the three months ended September 30, 2019, June 30, 2019 and September 30, 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.
|
|
Average volume
|
Interest revenue
|
% Average rate
|
|||||||||||||
|
Nine Months
|
Nine Months
|
Nine Months
|
Nine Months
|
Nine Months
|
Nine Months
|
||||||||||
In millions of dollars, except rates
|
2019
|
2018
|
2019
|
2018
|
2019
|
2018
|
||||||||||
Assets
|
|
|
|
|
|
|
||||||||||
Deposits with banks(4)
|
$
|
186,275
|
|
$
|
177,975
|
|
$
|
2,079
|
|
$
|
1,554
|
|
1.49
|
%
|
1.17
|
%
|
Securities borrowed or purchased under agreements to resell(5)
|
|
|
|
|
|
|
||||||||||
In U.S. offices
|
$
|
148,492
|
|
$
|
149,251
|
|
$
|
3,805
|
|
$
|
2,616
|
|
3.43
|
%
|
2.34
|
%
|
In offices outside the U.S.(4)
|
120,274
|
|
115,469
|
|
1,629
|
|
1,184
|
|
1.81
|
|
1.37
|
|
||||
Total
|
$
|
268,766
|
|
$
|
264,720
|
|
$
|
5,434
|
|
$
|
3,800
|
|
2.70
|
%
|
1.92
|
%
|
Trading account assets(6)(7)
|
|
|
|
|
|
|
||||||||||
In U.S. offices
|
$
|
106,203
|
|
$
|
94,128
|
|
$
|
3,016
|
|
$
|
2,768
|
|
3.80
|
%
|
3.93
|
%
|
In offices outside the U.S.(4)
|
132,973
|
|
116,474
|
|
2,715
|
|
2,048
|
|
2.73
|
|
2.35
|
|
||||
Total
|
$
|
239,176
|
|
$
|
210,602
|
|
$
|
5,731
|
|
$
|
4,816
|
|
3.20
|
%
|
3.06
|
%
|
Investments
|
|
|
|
|
|
|
||||||||||
In U.S. offices
|
|
|
|
|
|
|
||||||||||
Taxable
|
$
|
220,716
|
|
$
|
227,525
|
|
$
|
4,006
|
|
$
|
3,882
|
|
2.43
|
%
|
2.28
|
%
|
Exempt from U.S. income tax
|
15,390
|
|
17,319
|
|
451
|
|
525
|
|
3.92
|
|
4.05
|
|
||||
In offices outside the U.S.(4)
|
114,185
|
|
104,330
|
|
3,083
|
|
2,693
|
|
3.61
|
|
3.45
|
|
||||
Total
|
$
|
350,291
|
|
$
|
349,174
|
|
$
|
7,540
|
|
$
|
7,100
|
|
2.88
|
%
|
2.72
|
%
|
Loans (net of unearned income)(8)
|
|
|
|
|
|
|
||||||||||
In U.S. offices
|
$
|
394,376
|
|
$
|
382,980
|
|
$
|
22,971
|
|
$
|
21,021
|
|
7.79
|
%
|
7.34
|
%
|
In offices outside the U.S.(4)
|
286,894
|
|
286,334
|
|
13,030
|
|
12,754
|
|
6.07
|
|
5.96
|
|
||||
Total
|
$
|
681,270
|
|
$
|
669,314
|
|
$
|
36,001
|
|
$
|
33,775
|
|
7.07
|
%
|
6.75
|
%
|
Other interest-earning assets(9)
|
$
|
66,225
|
|
$
|
66,614
|
|
$
|
1,340
|
|
$
|
1,192
|
|
2.71
|
%
|
2.39
|
%
|
Total interest-earning assets
|
$
|
1,792,003
|
|
$
|
1,738,399
|
|
$
|
58,125
|
|
$
|
52,237
|
|
4.34
|
%
|
4.02
|
%
|
Non-interest-earning assets(6)
|
$
|
180,870
|
|
$
|
176,311
|
|
|
|
|
|
|
|
||||
Total assets
|
$
|
1,972,873
|
|
$
|
1,914,710
|
|
|
|
|
|
|
|
(1)
|
Net interest revenue includes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 21% in 2019 and 2018) of $160 million and $185 million for the nine months ended September 30, 2019 and 2018, respectively.
|
(2)
|
Interest rates and amounts include the effects of risk management activities associated with the respective asset and liability 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 FIN 41 (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 in Non-interest-earning assets and Other non-interest-bearing liabilities.
|
(7)
|
Interest expense on Trading account liabilities of ICG is reported as a reduction of Interest revenue. Interest revenue and Interest expense on cash collateral positions are reported in interest on Trading account assets and Trading account liabilities, respectively.
|
(8)
|
Includes cash-basis loans.
|
(9)
|
Includes Brokerage receivables.
|
|
Average volume
|
Interest expense
|
% Average rate
|
|||||||||||||
|
Nine Months
|
Nine Months
|
Nine Months
|
Nine Months
|
Nine Months
|
Nine Months
|
||||||||||
In millions of dollars, except rates
|
2019
|
2018
|
2019
|
2018
|
2019
|
2018
|
||||||||||
Liabilities
|
|
|
|
|
|
|
||||||||||
Deposits
|
|
|
|
|
|
|
||||||||||
In U.S. offices(4)
|
$
|
381,447
|
|
$
|
332,542
|
|
$
|
4,815
|
|
$
|
3,169
|
|
1.69
|
%
|
1.27
|
%
|
In offices outside the U.S.(5)
|
483,228
|
|
450,546
|
|
4,865
|
|
3,652
|
|
1.35
|
|
1.08
|
|
||||
Total
|
$
|
864,675
|
|
$
|
783,088
|
|
$
|
9,680
|
|
$
|
6,821
|
|
1.50
|
%
|
1.16
|
%
|
Securities loaned or sold under agreements to repurchase(6)
|
|
|
|
|
|
|
||||||||||
In U.S. offices
|
$
|
113,747
|
|
$
|
102,242
|
|
$
|
3,343
|
|
$
|
2,272
|
|
3.93
|
%
|
2.97
|
%
|
In offices outside the U.S.(5)
|
77,080
|
|
68,215
|
|
1,600
|
|
1,151
|
|
2.78
|
|
2.26
|
|
||||
Total
|
$
|
190,827
|
|
$
|
170,457
|
|
$
|
4,943
|
|
$
|
3,423
|
|
3.46
|
%
|
2.68
|
%
|
Trading account liabilities(7)(8)
|
|
|
|
|
|
|
||||||||||
In U.S. offices
|
$
|
37,856
|
|
$
|
36,161
|
|
$
|
639
|
|
$
|
434
|
|
2.26
|
%
|
1.60
|
%
|
In offices outside the U.S.(5)
|
54,392
|
|
58,840
|
|
353
|
|
290
|
|
0.87
|
|
0.66
|
|
||||
Total
|
$
|
92,248
|
|
$
|
95,001
|
|
$
|
992
|
|
$
|
724
|
|
1.44
|
%
|
1.02
|
%
|
Short-term borrowings(9)
|
|
|
|
|
|
|
||||||||||
In U.S. offices
|
$
|
78,237
|
|
$
|
86,377
|
|
$
|
1,718
|
|
$
|
1,330
|
|
2.94
|
%
|
2.06
|
%
|
In offices outside the U.S.(5)
|
21,143
|
|
23,305
|
|
258
|
|
242
|
|
1.63
|
|
1.39
|
|
||||
Total
|
$
|
99,380
|
|
$
|
109,682
|
|
$
|
1,976
|
|
$
|
1,572
|
|
2.66
|
%
|
1.92
|
%
|
Long-term debt(10)
|
|
|
|
|
|
|
||||||||||
In U.S. offices
|
$
|
194,142
|
|
$
|
199,471
|
|
$
|
4,939
|
|
$
|
4,749
|
|
3.40
|
%
|
3.18
|
%
|
In offices outside the U.S.(5)
|
4,901
|
|
4,908
|
|
85
|
|
124
|
|
2.32
|
|
3.38
|
|
||||
Total
|
$
|
199,043
|
|
$
|
204,379
|
|
$
|
5,024
|
|
$
|
4,873
|
|
3.37
|
%
|
3.19
|
%
|
Total interest-bearing liabilities
|
$
|
1,446,173
|
|
$
|
1,362,607
|
|
$
|
22,615
|
|
$
|
17,413
|
|
2.09
|
%
|
1.71
|
%
|
Demand deposits in U.S. offices
|
$
|
28,120
|
|
$
|
33,654
|
|
|
|
|
|
|
|||||
Other non-interest-bearing liabilities(7)
|
301,864
|
|
317,696
|
|
|
|
|
|
|
|||||||
Total liabilities
|
$
|
1,776,157
|
|
$
|
1,713,957
|
|
|
|
|
|
|
|||||
Citigroup stockholders’ equity(11)
|
$
|
195,992
|
|
$
|
199,874
|
|
|
|
|
|
|
|||||
Noncontrolling interest
|
724
|
|
879
|
|
|
|
|
|
|
|||||||
Total equity(11)
|
$
|
196,716
|
|
$
|
200,753
|
|
|
|
|
|
|
|||||
Total liabilities and stockholders’ equity
|
$
|
1,972,873
|
|
$
|
1,914,710
|
|
|
|
|
|
|
|||||
Net interest revenue as a percentage of average interest-earning assets
|
|
|
|
|
|
|
||||||||||
In U.S. offices
|
$
|
1,012,940
|
|
$
|
987,592
|
|
$
|
21,298
|
|
$
|
20,734
|
|
2.81
|
%
|
2.81
|
%
|
In offices outside the U.S.(5)
|
779,064
|
|
750,807
|
|
14,213
|
|
14,090
|
|
2.44
|
|
2.51
|
|
||||
Total
|
$
|
1,792,004
|
|
$
|
1,738,399
|
|
$
|
35,511
|
|
$
|
34,824
|
|
2.65
|
%
|
2.68
|
%
|
(1)
|
Net interest revenue includes the taxable equivalent adjustments (based on the U.S. federal statutory tax rate of 21% in 2019 and 2018) of $160 million and $185 million for the nine months ended September 30, 2019 and 2018, respectively.
|
(2)
|
Interest rates and amounts include the effects of risk management activities associated with the respective asset and 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 fees and charges.
|
(5)
|
Average rates reflect prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.
|
(6)
|
Average volumes of securities loaned or sold under agreements to repurchase are reported net pursuant to FIN 41 (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 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 these obligations are accounted for in changes in fair value recorded in Principal transactions.
|
(11)
|
Includes allocations for capital and funding costs based on the location of the asset.
|
|
3rd Qtr. 2019 vs. 2nd Qtr. 2019
|
3rd Qtr. 2019 vs. 3rd 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(3)
|
$
|
9
|
|
$
|
(9
|
)
|
$
|
—
|
|
$
|
28
|
|
$
|
79
|
|
$
|
107
|
|
Securities borrowed or purchased under agreements to resell
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
(22
|
)
|
$
|
(125
|
)
|
$
|
(147
|
)
|
$
|
(64
|
)
|
$
|
197
|
|
$
|
133
|
|
In offices outside the U.S.(3)
|
(1
|
)
|
(2
|
)
|
(3
|
)
|
14
|
|
175
|
|
189
|
|
||||||
Total
|
$
|
(23
|
)
|
$
|
(127
|
)
|
$
|
(150
|
)
|
$
|
(50
|
)
|
$
|
372
|
|
$
|
322
|
|
Trading account assets(4)
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
44
|
|
$
|
4
|
|
$
|
48
|
|
$
|
222
|
|
$
|
(208
|
)
|
$
|
14
|
|
In offices outside the U.S.(3)
|
6
|
|
(301
|
)
|
(295
|
)
|
143
|
|
77
|
|
220
|
|
||||||
Total
|
$
|
50
|
|
$
|
(297
|
)
|
$
|
(247
|
)
|
$
|
365
|
|
$
|
(131
|
)
|
$
|
234
|
|
Investments(1)
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
4
|
|
$
|
(123
|
)
|
$
|
(119
|
)
|
$
|
(66
|
)
|
$
|
(102
|
)
|
$
|
(168
|
)
|
In offices outside the U.S.(3)
|
40
|
|
(17
|
)
|
23
|
|
143
|
|
37
|
|
180
|
|
||||||
Total
|
$
|
44
|
|
$
|
(140
|
)
|
$
|
(96
|
)
|
$
|
77
|
|
$
|
(65
|
)
|
$
|
12
|
|
Loans (net of unearned income)(5)
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
45
|
|
$
|
49
|
|
$
|
94
|
|
$
|
201
|
|
$
|
176
|
|
$
|
377
|
|
In offices outside the U.S.(3)
|
46
|
|
(127
|
)
|
(81
|
)
|
64
|
|
(86
|
)
|
(22
|
)
|
||||||
Total
|
$
|
91
|
|
$
|
(78
|
)
|
$
|
13
|
|
$
|
265
|
|
$
|
90
|
|
$
|
355
|
|
Other interest-earning assets(6)
|
$
|
(26
|
)
|
$
|
(31
|
)
|
$
|
(57
|
)
|
$
|
1
|
|
$
|
(35
|
)
|
$
|
(34
|
)
|
Total interest revenue
|
$
|
145
|
|
$
|
(682
|
)
|
$
|
(537
|
)
|
$
|
686
|
|
$
|
310
|
|
$
|
996
|
|
(1)
|
The taxable equivalent adjustment is related to the tax-exempt bond portfolio based on the U.S. federal statutory tax rate of 21% in 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)
|
Changes in average rates reflect changes in prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.
|
(4)
|
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.
|
(5)
|
Includes cash-basis loans.
|
(6)
|
Includes Brokerage receivables.
|
|
3rd Qtr. 2019 vs. 2nd Qtr. 2019
|
3rd Qtr. 2019 vs. 3rd 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
|
$
|
97
|
|
$
|
(25
|
)
|
$
|
72
|
|
$
|
230
|
|
$
|
238
|
|
$
|
468
|
|
In offices outside the U.S.(3)
|
22
|
|
(9
|
)
|
13
|
|
123
|
|
198
|
|
321
|
|
||||||
Total
|
$
|
119
|
|
$
|
(34
|
)
|
$
|
85
|
|
$
|
353
|
|
$
|
436
|
|
$
|
789
|
|
Securities loaned or sold under agreements to repurchase
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
54
|
|
$
|
(116
|
)
|
$
|
(62
|
)
|
$
|
111
|
|
$
|
104
|
|
$
|
215
|
|
In offices outside the U.S.(3)
|
36
|
|
(68
|
)
|
(32
|
)
|
65
|
|
100
|
|
165
|
|
||||||
Total
|
$
|
90
|
|
$
|
(184
|
)
|
$
|
(94
|
)
|
$
|
176
|
|
$
|
204
|
|
$
|
380
|
|
Trading account liabilities(4)
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
9
|
|
$
|
4
|
|
$
|
13
|
|
$
|
(4
|
)
|
$
|
65
|
|
$
|
61
|
|
In offices outside the U.S.(3)
|
(20
|
)
|
32
|
|
12
|
|
(18
|
)
|
29
|
|
11
|
|
||||||
Total
|
$
|
(11
|
)
|
$
|
36
|
|
$
|
25
|
|
$
|
(22
|
)
|
$
|
94
|
|
$
|
72
|
|
Short-term borrowings(5)
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
(64
|
)
|
$
|
(49
|
)
|
$
|
(113
|
)
|
$
|
(65
|
)
|
$
|
80
|
|
$
|
15
|
|
In offices outside the U.S.(3)
|
(20
|
)
|
27
|
|
7
|
|
(20
|
)
|
36
|
|
16
|
|
||||||
Total
|
$
|
(84
|
)
|
$
|
(22
|
)
|
$
|
(106
|
)
|
$
|
(85
|
)
|
$
|
116
|
|
$
|
31
|
|
Long-term debt
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
(39
|
)
|
$
|
(77
|
)
|
$
|
(116
|
)
|
$
|
(59
|
)
|
$
|
(19
|
)
|
$
|
(78
|
)
|
In offices outside the U.S.(3)
|
(2
|
)
|
(18
|
)
|
(20
|
)
|
(5
|
)
|
(21
|
)
|
(26
|
)
|
||||||
Total
|
$
|
(41
|
)
|
$
|
(95
|
)
|
$
|
(136
|
)
|
$
|
(64
|
)
|
$
|
(40
|
)
|
$
|
(104
|
)
|
Total interest expense
|
$
|
73
|
|
$
|
(299
|
)
|
$
|
(226
|
)
|
$
|
358
|
|
$
|
810
|
|
$
|
1,168
|
|
Net interest revenue
|
$
|
72
|
|
$
|
(383
|
)
|
$
|
(311
|
)
|
$
|
328
|
|
$
|
(500
|
)
|
$
|
(172
|
)
|
(1)
|
The taxable equivalent adjustment is related to the tax-exempt bond portfolio based on the U.S. federal statutory tax rate of 21% in 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)
|
Changes in average rates reflect changes in prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.
|
(4)
|
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.
|
(5)
|
Includes Brokerage payables.
|
|
Nine Months 2019 vs. Nine Months 2018
|
||||||||
|
Increase (decrease)
due to change in:
|
||||||||
In millions of dollars
|
Average
volume
|
Average
rate
|
Net
change
|
||||||
Deposits with banks(3)
|
$
|
75
|
|
$
|
450
|
|
$
|
525
|
|
Securities borrowed or purchased under agreements to resell
|
|
|
|
||||||
In U.S. offices
|
$
|
(13
|
)
|
$
|
1,202
|
|
$
|
1,189
|
|
In offices outside the U.S.(3)
|
51
|
|
394
|
|
445
|
|
|||
Total
|
$
|
38
|
|
$
|
1,596
|
|
$
|
1,634
|
|
Trading account assets(4)
|
|
|
|
||||||
In U.S. offices
|
$
|
345
|
|
$
|
(97
|
)
|
$
|
248
|
|
In offices outside the U.S.(3)
|
312
|
|
355
|
|
667
|
|
|||
Total
|
$
|
657
|
|
$
|
258
|
|
$
|
915
|
|
Investments(1)
|
|
|
|
||||||
In U.S. offices
|
$
|
(161
|
)
|
$
|
211
|
|
$
|
50
|
|
In offices outside the U.S.(3)
|
262
|
|
128
|
|
390
|
|
|||
Total
|
$
|
101
|
|
$
|
339
|
|
$
|
440
|
|
Loans (net of unearned income)(5)
|
|
|
|
||||||
In U.S. offices
|
$
|
638
|
|
$
|
1,312
|
|
$
|
1,950
|
|
In offices outside the U.S.(3)
|
25
|
|
251
|
|
276
|
|
|||
Total
|
$
|
663
|
|
$
|
1,563
|
|
$
|
2,226
|
|
Other interest-earning assets(6)
|
$
|
(7
|
)
|
$
|
155
|
|
$
|
148
|
|
Total interest revenue
|
$
|
1,527
|
|
$
|
4,361
|
|
$
|
5,888
|
|
(1)
|
The taxable equivalent adjustment is related to the tax-exempt bond portfolio based on the U.S. federal statutory tax rate of 21% in 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)
|
Changes in average rates reflect changes in prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.
|
(4)
|
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.
|
(5)
|
Includes cash-basis loans.
|
(6)
|
Includes Brokerage receivables.
|
|
Nine Months 2019 vs. Nine Months 2018
|
||||||||
|
Increase (decrease)
due to change in:
|
||||||||
In millions of dollars
|
Average
volume
|
Average
rate
|
Net
change
|
||||||
Deposits
|
|
|
|
||||||
In U.S. offices
|
$
|
513
|
|
$
|
1,133
|
|
$
|
1,646
|
|
In offices outside the U.S.(3)
|
280
|
|
933
|
|
1,213
|
|
|||
Total
|
$
|
793
|
|
$
|
2,066
|
|
$
|
2,859
|
|
Securities loaned or sold under agreements to repurchase
|
|
|
|
||||||
In U.S. offices
|
$
|
277
|
|
$
|
794
|
|
$
|
1,071
|
|
In offices outside the U.S.(3)
|
162
|
|
287
|
|
449
|
|
|||
Total
|
$
|
439
|
|
$
|
1,081
|
|
$
|
1,520
|
|
Trading account liabilities(4)
|
|
|
|
||||||
In U.S. offices
|
$
|
21
|
|
$
|
184
|
|
$
|
205
|
|
In offices outside the U.S.(3)
|
(23
|
)
|
86
|
|
63
|
|
|||
Total
|
$
|
(2
|
)
|
$
|
270
|
|
$
|
268
|
|
Short-term borrowings(5)
|
|
|
|
||||||
In U.S. offices
|
$
|
(135
|
)
|
$
|
523
|
|
$
|
388
|
|
In offices outside the U.S.(3)
|
(24
|
)
|
40
|
|
16
|
|
|||
Total
|
$
|
(159
|
)
|
$
|
563
|
|
$
|
404
|
|
Long-term debt
|
|
|
|
||||||
In U.S. offices
|
$
|
(129
|
)
|
$
|
319
|
|
$
|
190
|
|
In offices outside the U.S.(3)
|
—
|
|
(39
|
)
|
(39
|
)
|
|||
Total
|
$
|
(129
|
)
|
$
|
280
|
|
$
|
151
|
|
Total interest expense
|
$
|
942
|
|
$
|
4,260
|
|
$
|
5,202
|
|
Net interest revenue
|
$
|
585
|
|
$
|
101
|
|
$
|
686
|
|
(1)
|
The taxable equivalent adjustment is related to the tax-exempt bond portfolio based on the U.S. federal statutory tax rate of 21% in 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)
|
Changes in average rates reflect changes in prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.
|
(4)
|
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.
|
(5)
|
Includes Brokerage payables.
|
|
|
Third Quarter
|
|
Second Quarter
|
|
Third Quarter
|
||||||||||||
In millions of dollars
|
September 30, 2019
|
2019 Average
|
June 30, 2019
|
2019 Average
|
September 30, 2018
|
2018 Average
|
||||||||||||
Interest rate
|
$
|
29
|
|
$
|
33
|
|
$
|
40
|
|
$
|
36
|
|
$
|
33
|
|
$
|
58
|
|
Credit spread
|
40
|
|
41
|
|
46
|
|
43
|
|
45
|
|
42
|
|
||||||
Covariance adjustment(1)
|
(24
|
)
|
(23
|
)
|
(24
|
)
|
(20
|
)
|
(17
|
)
|
(24
|
)
|
||||||
Fully diversified interest rate and credit spread(2)
|
$
|
45
|
|
$
|
51
|
|
$
|
62
|
|
$
|
59
|
|
$
|
61
|
|
$
|
76
|
|
Foreign exchange
|
12
|
|
20
|
|
29
|
|
25
|
|
18
|
|
21
|
|
||||||
Equity
|
13
|
|
17
|
|
22
|
|
13
|
|
23
|
|
21
|
|
||||||
Commodity
|
16
|
|
26
|
|
25
|
|
25
|
|
17
|
|
21
|
|
||||||
Covariance adjustment(1)
|
(48
|
)
|
(60
|
)
|
(69
|
)
|
(63
|
)
|
(58
|
)
|
(68
|
)
|
||||||
Total trading VAR—all market risk factors, including general and specific risk (excluding credit portfolios)(2)
|
$
|
38
|
|
$
|
54
|
|
$
|
69
|
|
$
|
59
|
|
$
|
61
|
|
$
|
71
|
|
Specific risk-only component(3)
|
$
|
(5
|
)
|
$
|
2
|
|
$
|
2
|
|
$
|
2
|
|
$
|
7
|
|
$
|
1
|
|
Total trading VAR—general market risk factors only (excluding credit portfolios)
|
$
|
43
|
|
$
|
52
|
|
$
|
67
|
|
$
|
57
|
|
$
|
54
|
|
$
|
70
|
|
Incremental impact of the credit portfolio(4)
|
$
|
16
|
|
$
|
12
|
|
$
|
7
|
|
$
|
10
|
|
$
|
11
|
|
$
|
11
|
|
Total trading and credit portfolio VAR
|
$
|
54
|
|
$
|
66
|
|
$
|
76
|
|
$
|
69
|
|
$
|
72
|
|
$
|
82
|
|
(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.
|
|
Third Quarter
|
Second Quarter
|
Third Quarter
|
|||||||||||||||
|
2019
|
2019
|
2018
|
|||||||||||||||
In millions of dollars
|
Low
|
High
|
Low
|
High
|
Low
|
High
|
||||||||||||
Interest rate
|
$
|
25
|
|
$
|
42
|
|
$
|
27
|
|
$
|
47
|
|
$
|
33
|
|
$
|
80
|
|
Credit spread
|
37
|
|
47
|
|
39
|
|
48
|
|
38
|
|
47
|
|
||||||
Fully diversified interest rate and credit spread
|
$
|
45
|
|
$
|
60
|
|
$
|
49
|
|
$
|
72
|
|
$
|
61
|
|
$
|
95
|
|
Foreign exchange
|
12
|
|
29
|
|
20
|
|
32
|
|
13
|
|
27
|
|
||||||
Equity
|
11
|
|
24
|
|
7
|
|
22
|
|
16
|
|
28
|
|
||||||
Commodity
|
16
|
|
75
|
|
20
|
|
33
|
|
16
|
|
27
|
|
||||||
Total trading
|
$
|
38
|
|
$
|
84
|
|
$
|
46
|
|
$
|
69
|
|
$
|
56
|
|
$
|
91
|
|
Total trading and credit portfolio
|
54
|
|
93
|
|
59
|
|
77
|
|
66
|
|
101
|
|
In millions of dollars
|
Sept. 30, 2019
|
||
Total—all market risk factors, including
general and specific risk
|
|
||
Average—during quarter
|
$
|
54
|
|
High—during quarter
|
85
|
|
|
Low—during quarter
|
39
|
|
(1)
|
ICG loans reflect funded corporate loans and private bank loans, net of unearned income. As of September 30, 2019, private bank loans in the table above totaled $29.7 billion, concentrated in Hong Kong ($9.3 billion), the U.K. ($7.2 billion) and Singapore ($7.2 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.
|
Jurisdiction/Component
|
DTAs balance
|
|||||
In billions of dollars
|
September 30,
2019 |
December 31, 2018
|
||||
Total U.S.
|
$
|
20.6
|
|
$
|
20.7
|
|
Total foreign
|
1.9
|
|
2.2
|
|
||
Total
|
$
|
22.5
|
|
$
|
22.9
|
|
•
|
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, regulatory or other 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
|
•
|
the potential impact to Citi if its interpretation or application of the complex tax laws to which it is subject, such as withholding, stamp, service and other non-income 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 relationships, for example with Sears, due to, among other things, 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, loan volumes, credit costs, revenues or other results of operations and financial condition as a result of macroeconomic and geopolitical challenges and uncertainties and volatilities, including, among others, changes in U.S. trade policies and resulting retaliatory measures from other countries, including imposition of tariffs, geopolitical tensions and conflicts 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 weakening economic conditions in the U.S. or Citi’s other markets;
|
•
|
the potential impact to Citi from changes in monetary policy, such as reductions in interest rates and other actions by central banks;
|
•
|
the various risks faced by Citi as a result of its presence in the emerging markets, including, among others, limitations of hedges on net investments, foreign currency volatility, 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 transition from or discontinuance of LIBOR or any other interest rate benchmark and the adverse consequences it could have for market participants, including Citi;
|
•
|
the potential impact on Citi’s results of operations from the CECL methodology, subsequent to its initial adoption on January 1, 2020, including due to changes in estimates of expected credit losses resulting from Citi’s CECL models and assumptions, existing and forecasted macroeconomic conditions and the credit quality, composition and other characteristics of Citi’s loan and other applicable portfolios;
|
•
|
the reclassification of any foreign currency translation adjustment (CTA) components of AOCI, including related hedges and taxes, into earnings, due to the sale or substantial liquidation of any foreign entity, such as those related to Citi’s legacy operations;
|
•
|
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, including as a result of any decline in commodity prices;
|
•
|
the potential impact to Citi if the economic situation in a non-U.S. jurisdiction where Citi operates were to deteriorate to such a level that U.S. regulators impose mandatory loan loss or other reserve requirements on Citi;
|
•
|
the potential impact 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
|
•
|
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, or 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 and 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 and controls risk and the severity of the remedies sought and potential collateral consequences to Citi arising from such outcomes.
|
CONSOLIDATED FINANCIAL STATEMENTS
|
|
Consolidated Statement of Income (Unaudited)—
For the Three and Nine Months Ended September 30, 2019 and 2018 |
|
Consolidated Statement of Comprehensive Income (Unaudited)—For the Three and Nine Months Ended
September 30, 2019 and 2018 |
|
Consolidated Balance Sheet—September 30, 2019 (Unaudited) and December 31, 2018
|
|
Consolidated Statement of Changes in Stockholders’ Equity (Unaudited)—For the Three and Nine Months Ended September 30, 2019 and 2018
|
|
Consolidated Statement of Cash Flows (Unaudited)—
For the Nine Months Ended September 30, 2019 and 2018 |
|
|
Note 13—Loans
|
|
Note 14—Allowance for Credit Losses
|
|
Note 15—Goodwill and Intangible Assets
|
|
Note 16—Debt
|
|
Note 17—Changes in Accumulated Other Comprehensive
Income (Loss) (AOCI) |
|
Note 18—Securitizations and Variable Interest Entities
|
|
Note 19—Derivatives
|
|
Note 20—Fair Value Measurement
|
|
Note 21—Fair Value Elections
|
|
Note 22—Guarantees, Leases and Commitments
|
|
Note 23—Contingencies
|
|
Note 24—Condensed Consolidating Financial Statements
|
CONSOLIDATED STATEMENT OF INCOME (UNAUDITED)
|
|
Citigroup Inc. and Subsidiaries
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
In millions of dollars, except per share amounts
|
2019
|
2018
|
2019
|
2018
|
||||||||
Revenues
|
|
|
|
|
|
|
||||||
Interest revenue
|
$
|
19,177
|
|
$
|
18,170
|
|
$
|
57,965
|
|
$
|
52,052
|
|
Interest expense
|
7,536
|
|
6,368
|
|
22,615
|
|
17,413
|
|
||||
Net interest revenue
|
$
|
11,641
|
|
$
|
11,802
|
|
$
|
35,350
|
|
$
|
34,639
|
|
Commissions and fees
|
$
|
2,906
|
|
$
|
2,803
|
|
$
|
8,713
|
|
$
|
8,944
|
|
Principal transactions
|
2,802
|
|
2,364
|
|
7,480
|
|
7,732
|
|
||||
Administration and other fiduciary fees
|
880
|
|
911
|
|
2,588
|
|
2,750
|
|
||||
Realized gains on sales of investments, net
|
361
|
|
69
|
|
959
|
|
341
|
|
||||
Impairment losses on investments
|
|
|
|
|
||||||||
Gross impairment losses
|
(14
|
)
|
(70
|
)
|
(27
|
)
|
(113
|
)
|
||||
Net impairment losses recognized in earnings
|
$
|
(14
|
)
|
$
|
(70
|
)
|
$
|
(27
|
)
|
$
|
(113
|
)
|
Other revenue
|
$
|
(2
|
)
|
$
|
510
|
|
$
|
845
|
|
$
|
1,437
|
|
Total non-interest revenues
|
$
|
6,933
|
|
$
|
6,587
|
|
$
|
20,558
|
|
$
|
21,091
|
|
Total revenues, net of interest expense
|
$
|
18,574
|
|
$
|
18,389
|
|
$
|
55,908
|
|
$
|
55,730
|
|
Provisions for credit losses and for benefits and claims
|
|
|
|
|
|
|
||||||
Provision for loan losses
|
$
|
2,062
|
|
$
|
1,906
|
|
$
|
6,095
|
|
$
|
5,504
|
|
Policyholder benefits and claims
|
17
|
|
26
|
|
48
|
|
73
|
|
||||
Provision for unfunded lending commitments
|
9
|
|
42
|
|
18
|
|
66
|
|
||||
Total provisions for credit losses and for benefits and claims
|
$
|
2,088
|
|
$
|
1,974
|
|
$
|
6,161
|
|
$
|
5,643
|
|
Operating expenses
|
|
|
|
|
|
|
||||||
Compensation and benefits
|
$
|
5,329
|
|
$
|
5,319
|
|
$
|
16,368
|
|
$
|
16,578
|
|
Premises and equipment
|
580
|
|
565
|
|
1,713
|
|
1,728
|
|
||||
Technology/communication
|
1,783
|
|
1,806
|
|
5,227
|
|
5,361
|
|
||||
Advertising and marketing
|
378
|
|
378
|
|
1,171
|
|
1,170
|
|
||||
Other operating
|
2,394
|
|
2,243
|
|
7,069
|
|
7,111
|
|
||||
Total operating expenses
|
$
|
10,464
|
|
$
|
10,311
|
|
$
|
31,548
|
|
$
|
31,948
|
|
Income from continuing operations before income taxes
|
$
|
6,022
|
|
$
|
6,104
|
|
$
|
18,199
|
|
$
|
18,139
|
|
Provision for income taxes
|
1,079
|
|
1,471
|
|
3,727
|
|
4,356
|
|
||||
Income from continuing operations
|
$
|
4,943
|
|
$
|
4,633
|
|
$
|
14,472
|
|
$
|
13,783
|
|
Discontinued operations
|
|
|
|
|
|
|
||||||
Loss from discontinued operations
|
$
|
(15
|
)
|
$
|
(8
|
)
|
$
|
(27
|
)
|
$
|
(17
|
)
|
Benefit for income taxes
|
—
|
|
—
|
|
(27
|
)
|
(17
|
)
|
||||
Loss from discontinued operations, net of taxes
|
$
|
(15
|
)
|
$
|
(8
|
)
|
$
|
—
|
|
$
|
—
|
|
Net income before attribution of noncontrolling interests
|
$
|
4,928
|
|
$
|
4,625
|
|
$
|
14,472
|
|
$
|
13,783
|
|
Noncontrolling interests
|
15
|
|
3
|
|
50
|
|
51
|
|
||||
Citigroup’s net income
|
$
|
4,913
|
|
$
|
4,622
|
|
$
|
14,422
|
|
$
|
13,732
|
|
Basic earnings per share(1)
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
2.09
|
|
$
|
1.74
|
|
$
|
5.92
|
|
$
|
5.04
|
|
Income from discontinued operations, net of taxes
|
(0.01
|
)
|
—
|
|
—
|
|
—
|
|
||||
Net income
|
$
|
2.09
|
|
$
|
1.73
|
|
$
|
5.92
|
|
$
|
5.04
|
|
Weighted average common shares outstanding (in millions)
|
2,220.8
|
|
2,479.8
|
|
2,282.4
|
|
2,524.1
|
|
||||
Diluted earnings per share(1)
|
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
2.08
|
|
$
|
1.74
|
|
$
|
5.89
|
|
$
|
5.04
|
|
Income (loss) from discontinued operations, net of taxes
|
(0.01
|
)
|
—
|
|
—
|
|
—
|
|
||||
Net income
|
$
|
2.07
|
|
$
|
1.73
|
|
$
|
5.89
|
|
$
|
5.04
|
|
Adjusted weighted average common shares outstanding
(in millions)
|
2,237.1
|
|
2,481.4
|
|
2,298.2
|
|
2,525.5
|
|
(1)
|
Due to rounding, earnings per share on continuing operations and discontinued operations may not sum to earnings per share on net income.
|
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
|
|
Citigroup Inc. and Subsidiaries
|
(UNAUDITED)
|
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
In millions of dollars
|
2019
|
2018
|
2019
|
2018
|
||||||||
Citigroup’s net income
|
$
|
4,913
|
|
$
|
4,622
|
|
$
|
14,422
|
|
$
|
13,732
|
|
Add: Citigroup's other comprehensive income
|
|
|
|
|
|
|||||||
Net change in unrealized gains and losses on debt securities, net of taxes(1)
|
$
|
307
|
|
$
|
(605
|
)
|
$
|
2,145
|
|
$
|
(2,161
|
)
|
Net change in debt valuation adjustment (DVA), net of taxes(1)
|
210
|
|
(287
|
)
|
(358
|
)
|
159
|
|
||||
Net change in cash flow hedges, net of taxes
|
253
|
|
(74
|
)
|
1,056
|
|
(397
|
)
|
||||
Benefit plans liability adjustment, net of taxes
|
(250
|
)
|
26
|
|
(567
|
)
|
415
|
|
||||
Net change in foreign currency translation adjustment, net of taxes and hedges
|
(1,442
|
)
|
(221
|
)
|
(1,293
|
)
|
(1,968
|
)
|
||||
Net change in excluded component of fair value hedges, net of taxes
|
(10
|
)
|
10
|
|
52
|
|
(22
|
)
|
||||
Citigroup’s total other comprehensive income
|
$
|
(932
|
)
|
$
|
(1,151
|
)
|
$
|
1,035
|
|
$
|
(3,974
|
)
|
Citigroup’s total comprehensive income
|
$
|
3,981
|
|
$
|
3,471
|
|
$
|
15,457
|
|
$
|
9,758
|
|
Add: Other comprehensive income (loss) attributable to
noncontrolling interests
|
$
|
(33
|
)
|
$
|
8
|
|
$
|
(26
|
)
|
$
|
(35
|
)
|
Add: Net income attributable to noncontrolling interests
|
15
|
|
3
|
|
50
|
|
51
|
|
||||
Total comprehensive income
|
$
|
3,963
|
|
$
|
3,482
|
|
$
|
15,481
|
|
$
|
9,774
|
|
(1)
|
See Note 1 to the Consolidated Financial Statements in Citi’s 2018 Annual Report on Form 10-K.
|
CONSOLIDATED BALANCE SHEET
|
|
Citigroup Inc. and Subsidiaries
|
|
September 30,
|
|
||||
|
2019
|
December 31,
|
||||
In millions of dollars
|
(Unaudited)
|
2018
|
||||
Assets
|
|
|
|
|
||
Cash and due from banks (including segregated cash and other deposits)
|
$
|
24,086
|
|
$
|
23,645
|
|
Deposits with banks
|
196,357
|
|
164,460
|
|
||
Securities borrowed and purchased under agreements to resell (including $148,368 and $147,701 as of September 30, 2019 and December 31, 2018, respectively, at fair value)
|
261,125
|
|
270,684
|
|
||
Brokerage receivables
|
54,215
|
|
35,450
|
|
||
Trading account assets (including $138,658 and $112,932 pledged to creditors at September 30, 2019 and December 31, 2018, respectively)
|
306,824
|
|
256,117
|
|
||
Investments:
|
|
|
||||
Available-for-sale debt securities (including $9,821 and $9,289 pledged to creditors as of September 30, 2019 and December 31, 2018, respectively)
|
275,425
|
|
288,038
|
|
||
Held-to-maturity debt securities (including $1,601 and $971 pledged to creditors as of September 30, 2019 and December 31, 2018, respectively)
|
75,841
|
|
63,357
|
|
||
Equity securities (including $1,136 and $1,109 at fair value as of September 30, 2019 and December 31, 2018, respectively)
|
7,117
|
|
7,212
|
|
||
Total investments
|
$
|
358,383
|
|
$
|
358,607
|
|
Loans:
|
|
|
|
|
||
Consumer (including $18 and $20 as of September 30, 2019 and December 31, 2018, respectively, at fair value)
|
326,038
|
|
330,487
|
|
||
Corporate (including $3,838 and $3,203 as of September 30, 2019 and December 31, 2018, respectively, at fair value)
|
365,705
|
|
353,709
|
|
||
Loans, net of unearned income
|
$
|
691,743
|
|
$
|
684,196
|
|
Allowance for loan losses
|
(12,530
|
)
|
(12,315
|
)
|
||
Total loans, net
|
$
|
679,213
|
|
$
|
671,881
|
|
Goodwill
|
21,822
|
|
22,046
|
|
||
Intangible assets (including MSRs of $472 and $584 as of September 30, 2019 and December 31, 2018, at fair value)
|
4,844
|
|
5,220
|
|
||
Other assets (including $15,568 and $20,788 as of September 30, 2019 and December 31, 2018, respectively, at fair value)
|
107,933
|
|
109,273
|
|
||
Total assets
|
$
|
2,014,802
|
|
$
|
1,917,383
|
|
|
September 30,
|
|
||||
|
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
|
$
|
110
|
|
$
|
270
|
|
Trading account assets
|
5,932
|
|
917
|
|
||
Investments
|
1,400
|
|
1,796
|
|
||
Loans, net of unearned income
|
|
|
|
|||
Consumer
|
46,153
|
|
49,403
|
|
||
Corporate
|
15,150
|
|
19,259
|
|
||
Loans, net of unearned income
|
$
|
61,303
|
|
$
|
68,662
|
|
Allowance for loan losses
|
(1,852
|
)
|
(1,852
|
)
|
||
Total loans, net
|
$
|
59,451
|
|
$
|
66,810
|
|
Other assets
|
109
|
|
151
|
|
||
Total assets of consolidated VIEs to be used to settle obligations of consolidated VIEs
|
$
|
67,002
|
|
$
|
69,944
|
|
|
September 30,
|
|
||||
|
2019
|
December 31,
|
||||
In millions of dollars, except shares and per share amounts
|
(Unaudited)
|
2018
|
||||
Liabilities
|
|
|
|
|
||
Non-interest-bearing deposits in U.S. offices
|
$
|
99,731
|
|
$
|
105,836
|
|
Interest-bearing deposits in U.S. offices (including $1,658 and $717 as of September 30, 2019 and December 31, 2018, respectively, at fair value)
|
407,872
|
|
361,573
|
|
||
Non-interest-bearing deposits in offices outside the U.S.
|
82,723
|
|
80,648
|
|
||
Interest-bearing deposits in offices outside the U.S. (including $999 and $758 as of September 30, 2019 and December 31, 2018, respectively, at fair value)
|
497,443
|
|
465,113
|
|
||
Total deposits
|
$
|
1,087,769
|
|
$
|
1,013,170
|
|
Securities loaned and sold under agreements to repurchase (including $52,273 and $44,510 as of September 30, 2019 and December 31, 2018, respectively, at fair value)
|
195,047
|
|
177,768
|
|
||
Brokerage payables
|
63,342
|
|
64,571
|
|
||
Trading account liabilities
|
135,596
|
|
144,305
|
|
||
Short-term borrowings (including $4,823 and $4,483 as of September 30, 2019 and December 31, 2018, respectively, at fair value)
|
35,230
|
|
32,346
|
|
||
Long-term debt (including $51,491 and $38,229 as of September 30, 2019 and December 31, 2018, respectively, at fair value)
|
242,238
|
|
231,999
|
|
||
Other liabilities (including $9,500 and $15,906 as of September 30, 2019 and December 31, 2018, respectively, at fair value)
|
58,510
|
|
56,150
|
|
||
Total liabilities
|
$
|
1,817,732
|
|
$
|
1,720,309
|
|
Stockholders’ equity
|
|
|
|
|
||
Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: as of September 30, 2019—779,200 and as of December 31, 2018—738,400, at aggregate liquidation value
|
$
|
19,480
|
|
$
|
18,460
|
|
Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: as of September 30, 2019—3,099,602,856 and as of December 31, 2018—3,099,567,177
|
31
|
|
31
|
|
||
Additional paid-in capital
|
107,741
|
|
107,922
|
|
||
Retained earnings
|
161,797
|
|
151,347
|
|
||
Treasury stock, at cost: September 30, 2019—916,408,916 shares and
December 31, 2018—731,099,833 shares |
(56,541
|
)
|
(44,370
|
)
|
||
Accumulated other comprehensive income (loss) (AOCI)
|
(36,135
|
)
|
(37,170
|
)
|
||
Total Citigroup stockholders’ equity
|
$
|
196,373
|
|
$
|
196,220
|
|
Noncontrolling interest
|
697
|
|
854
|
|
||
Total equity
|
$
|
197,070
|
|
$
|
197,074
|
|
Total liabilities and equity
|
$
|
2,014,802
|
|
$
|
1,917,383
|
|
|
September 30,
|
|
||||
|
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
|
$
|
10,268
|
|
$
|
13,134
|
|
Long-term debt
|
24,999
|
|
28,514
|
|
||
Other liabilities
|
1,935
|
|
697
|
|
||
Total liabilities of consolidated VIEs for which creditors or beneficial interest
holders do not have recourse to the general credit of Citigroup
|
$
|
37,202
|
|
$
|
42,345
|
|
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
|
|
Citigroup Inc. and Subsidiaries
|
(UNAUDITED)
|
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
In millions of dollars
|
2019
|
2018
|
2019
|
2018
|
||||||||
Preferred stock at aggregate liquidation value
|
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
17,980
|
|
$
|
19,035
|
|
$
|
18,460
|
|
$
|
19,253
|
|
Issuance of new preferred stock
|
1,500
|
|
—
|
|
1,500
|
|
—
|
|
||||
Redemption of preferred stock
|
—
|
|
—
|
|
(480
|
)
|
(218
|
)
|
||||
Balance, end of period
|
$
|
19,480
|
|
$
|
19,035
|
|
$
|
19,480
|
|
$
|
19,035
|
|
Common stock and additional paid-in capital
|
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
107,688
|
|
$
|
107,755
|
|
$
|
107,953
|
|
$
|
108,039
|
|
Employee benefit plans
|
69
|
|
98
|
|
(201
|
)
|
(187
|
)
|
||||
Preferred stock issuance expense
|
(4
|
)
|
—
|
|
(4
|
)
|
—
|
|
||||
Other
|
19
|
|
3
|
|
24
|
|
4
|
|
||||
Balance, end of period
|
$
|
107,772
|
|
$
|
107,856
|
|
$
|
107,772
|
|
$
|
107,856
|
|
Retained earnings
|
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
158,321
|
|
$
|
145,211
|
|
$
|
151,347
|
|
$
|
138,425
|
|
Adjustment to opening balance, net of taxes(1)
|
—
|
|
—
|
|
151
|
|
(84
|
)
|
||||
Adjusted balance, beginning of period
|
$
|
158,321
|
|
$
|
145,211
|
|
$
|
151,498
|
|
$
|
138,341
|
|
Citigroup’s net income
|
4,913
|
|
4,622
|
|
14,422
|
|
13,732
|
|
||||
Common dividends(2)
|
(1,183
|
)
|
(1,127
|
)
|
(3,299
|
)
|
(2,777
|
)
|
||||
Preferred dividends
|
(254
|
)
|
(270
|
)
|
(812
|
)
|
(860
|
)
|
||||
Other(3)
|
—
|
|
—
|
|
(12
|
)
|
—
|
|
||||
Balance, end of period
|
$
|
161,797
|
|
$
|
148,436
|
|
$
|
161,797
|
|
$
|
148,436
|
|
Treasury stock, at cost
|
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
(51,427
|
)
|
$
|
(34,413
|
)
|
$
|
(44,370
|
)
|
$
|
(30,309
|
)
|
Employee benefit plans(4)
|
6
|
|
6
|
|
579
|
|
477
|
|
||||
Treasury stock acquired(5)
|
(5,120
|
)
|
(5,271
|
)
|
(12,750
|
)
|
(9,846
|
)
|
||||
Balance, end of period
|
$
|
(56,541
|
)
|
$
|
(39,678
|
)
|
$
|
(56,541
|
)
|
$
|
(39,678
|
)
|
Citigroup’s accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
(35,203
|
)
|
$
|
(37,494
|
)
|
$
|
(37,170
|
)
|
$
|
(34,668
|
)
|
Adjustment to opening balance, net of taxes
|
—
|
|
—
|
|
—
|
|
(3
|
)
|
||||
Adjusted balance, beginning of period
|
$
|
(35,203
|
)
|
$
|
(37,494
|
)
|
$
|
(37,170
|
)
|
$
|
(34,671
|
)
|
Citigroup’s total other comprehensive income
|
(932
|
)
|
(1,151
|
)
|
1,035
|
|
(3,974
|
)
|
||||
Balance, end of period
|
$
|
(36,135
|
)
|
$
|
(38,645
|
)
|
$
|
(36,135
|
)
|
$
|
(38,645
|
)
|
Total Citigroup common stockholders’ equity
|
$
|
176,893
|
|
$
|
177,969
|
|
$
|
176,893
|
|
$
|
177,969
|
|
Total Citigroup stockholders’ equity
|
$
|
196,373
|
|
$
|
197,004
|
|
$
|
196,373
|
|
$
|
197,004
|
|
Noncontrolling interests
|
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
751
|
|
$
|
874
|
|
$
|
854
|
|
$
|
932
|
|
Transactions between Citigroup and the noncontrolling-interest shareholders
|
(34
|
)
|
(23
|
)
|
(133
|
)
|
(39
|
)
|
||||
Net income attributable to noncontrolling-interest shareholders
|
15
|
|
3
|
|
50
|
|
51
|
|
||||
Distributions paid to noncontrolling-interest shareholders
|
(3
|
)
|
(2
|
)
|
(40
|
)
|
(38
|
)
|
||||
Other comprehensive income (loss) attributable to noncontrolling-interest shareholders
|
(33
|
)
|
8
|
|
(26
|
)
|
(35
|
)
|
||||
Other
|
1
|
|
(1
|
)
|
(8
|
)
|
(12
|
)
|
||||
Net change in noncontrolling interests
|
$
|
(54
|
)
|
$
|
(15
|
)
|
$
|
(157
|
)
|
$
|
(73
|
)
|
Balance, end of period
|
$
|
697
|
|
$
|
859
|
|
$
|
697
|
|
$
|
859
|
|
Total equity
|
$
|
197,070
|
|
$
|
197,863
|
|
$
|
197,070
|
|
$
|
197,863
|
|
(1)
|
See Note 1 to the Consolidated Financial Statements for additional details.
|
(2)
|
Common dividends declared were $0.45 per share in the first and second quarters of 2019 and $0.51 per share in the third quarter of 2019. Common dividends declared were $0.32 per share in the first and second quarters of 2018 and $0.45 per share in the third 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 in Citi’s 2018 Annual Report on Form 10-K.
|
(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.
|
CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
Citigroup Inc. and Subsidiaries
|
(UNAUDITED)
|
|
|
|
Nine Months Ended September 30,
|
|||||
In millions of dollars
|
2019
|
2018
|
||||
Cash flows from operating activities of continuing operations
|
|
|
|
|
||
Net income before attribution of noncontrolling interests
|
$
|
14,472
|
|
$
|
13,783
|
|
Net income attributable to noncontrolling interests
|
50
|
|
51
|
|
||
Citigroup’s net income
|
$
|
14,422
|
|
$
|
13,732
|
|
Income from discontinued operations, net of taxes
|
—
|
|
—
|
|
||
Income from continuing operations—excluding noncontrolling interests
|
$
|
14,422
|
|
$
|
13,732
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities of continuing operations
|
|
|
|
|
||
Net gains on significant disposals(1)
|
—
|
|
(247
|
)
|
||
Depreciation and amortization
|
2,866
|
|
2,800
|
|
||
Provision for loan losses
|
6,095
|
|
5,504
|
|
||
Realized gains from sales of investments
|
(959
|
)
|
(341
|
)
|
||
Net impairment losses on investments, goodwill and intangible assets
|
28
|
|
113
|
|
||
Change in trading account assets
|
(50,790
|
)
|
(4,831
|
)
|
||
Change in trading account liabilities
|
(8,709
|
)
|
22,482
|
|
||
Change in brokerage receivables net of brokerage payables
|
(19,994
|
)
|
9,709
|
|
||
Change in loans HFS
|
287
|
|
1,380
|
|
||
Change in other assets
|
2,866
|
|
(8,696
|
)
|
||
Change in other liabilities
|
2,360
|
|
(848
|
)
|
||
Other, net
|
16,170
|
|
(10,691
|
)
|
||
Total adjustments
|
$
|
(49,780
|
)
|
$
|
16,334
|
|
Net cash provided by (used in) operating activities of continuing operations
|
$
|
(35,358
|
)
|
$
|
30,066
|
|
Cash flows from investing activities of continuing operations
|
|
|
|
|
||
Change in securities borrowed and purchased under agreements to resell
|
$
|
9,559
|
|
$
|
(48,462
|
)
|
Change in loans
|
(11,518
|
)
|
(16,131
|
)
|
||
Proceeds from sales and securitizations of loans
|
2,717
|
|
4,021
|
|
||
Purchases of investments
|
(196,733
|
)
|
(112,554
|
)
|
||
Proceeds from sales of investments
|
96,400
|
|
52,170
|
|
||
Proceeds from maturities of investments
|
91,656
|
|
66,440
|
|
||
Proceeds from significant disposals(1)
|
—
|
|
314
|
|
||
Capital expenditures on premises and equipment and capitalized software
|
(4,360
|
)
|
(2,682
|
)
|
||
Proceeds from sales of premises and equipment, subsidiaries and affiliates
and repossessed assets
|
82
|
|
174
|
|
||
Other, net
|
105
|
|
147
|
|
||
Net cash used in investing activities of continuing operations
|
$
|
(12,092
|
)
|
$
|
(56,563
|
)
|
Cash flows from financing activities of continuing operations
|
|
|
|
|
||
Dividends paid
|
$
|
(4,048
|
)
|
$
|
(3,616
|
)
|
Issuance of preferred stock
|
1,496
|
|
—
|
|
||
Redemption of preferred stock
|
(480
|
)
|
(218
|
)
|
||
Treasury stock acquired
|
(12,495
|
)
|
(9,848
|
)
|
||
Stock tendered for payment of withholding taxes
|
(360
|
)
|
(479
|
)
|
||
Change in securities loaned and sold under agreements to repurchase
|
17,279
|
|
19,638
|
|
||
Issuance of long-term debt
|
40,174
|
|
53,027
|
|
||
Payments and redemptions of long-term debt
|
(37,898
|
)
|
(47,201
|
)
|
||
Change in deposits
|
74,599
|
|
45,354
|
|
||
Change in short-term borrowings
|
2,884
|
|
(10,681
|
)
|
CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
|||||
(UNAUDITED) (Continued)
|
|
|||||
|
Nine Months Ended September 30,
|
|||||
In millions of dollars
|
2019
|
2018
|
||||
Net cash provided by financing activities of continuing operations
|
$
|
81,151
|
|
$
|
45,976
|
|
Effect of exchange rate changes on cash and due from banks
|
$
|
(1,363
|
)
|
$
|
(709
|
)
|
Change in cash and due from banks and deposits with banks
|
$
|
32,338
|
|
$
|
18,770
|
|
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
|
$
|
220,443
|
|
$
|
199,286
|
|
Cash and due from banks
|
$
|
24,086
|
|
$
|
25,727
|
|
Deposits with banks
|
196,357
|
|
173,559
|
|
||
Cash, due from banks and deposits with banks at end of period
|
$
|
220,443
|
|
$
|
199,286
|
|
Supplemental disclosure of cash flow information for continuing operations
|
|
|
|
|
||
Cash paid during the period for income taxes
|
$
|
3,735
|
|
$
|
3,261
|
|
Cash paid during the period for interest
|
22,343
|
|
16,278
|
|
||
Non-cash investing activities
|
|
|
|
|||
Transfers to loans HFS from loans
|
$
|
4,400
|
|
$
|
3,300
|
|
(1)
|
See Note 2 to the Consolidated Financial Statements for further information on significant disposals.
|
|
Three Months Ended
September 30,
|
Nine Months Ended
September 30,
|
||||||||||
In millions of dollars
|
2019
|
2018
|
2019
|
2018
|
||||||||
Total revenues, net of interest expense
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Loss from discontinued operations(1)
|
$
|
(15
|
)
|
$
|
(8
|
)
|
$
|
(27
|
)
|
$
|
(17
|
)
|
Benefit for income taxes(2)
|
—
|
|
—
|
|
(27
|
)
|
(17
|
)
|
||||
Loss from discontinued operations, net of taxes
|
$
|
(15
|
)
|
$
|
(8
|
)
|
$
|
—
|
|
$
|
—
|
|
(1)
|
The loss from Discontinued operations in each period relates to Egg. Citi has a full tax valuation allowance on Egg, so there is no tax impact recorded.
|
(2)
|
The nine months ended September 30, 2019 includes a settlement for a tax audit in Germany.
|
•
|
the re-attribution of certain costs between Corporate/Other and GCB and ICG; and
|
•
|
certain other immaterial reclassifications.
|
|
Three Months Ended September 30,
|
|
|
|||||||||||||||||||||
|
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
|
September 30,
2019 |
December 31, 2018
|
||||||||||||||||
Global Consumer Banking
|
$
|
8,658
|
|
$
|
8,648
|
|
$
|
499
|
|
$
|
493
|
|
$
|
1,586
|
|
$
|
1,564
|
|
$
|
440
|
|
$
|
432
|
|
Institutional Clients Group
|
9,514
|
|
9,248
|
|
835
|
|
862
|
|
3,170
|
|
3,121
|
|
1,479
|
|
1,394
|
|
||||||||
Corporate/Other
|
402
|
|
493
|
|
(255
|
)
|
116
|
|
187
|
|
(52
|
)
|
96
|
|
91
|
|
||||||||
Total
|
$
|
18,574
|
|
$
|
18,389
|
|
$
|
1,079
|
|
$
|
1,471
|
|
$
|
4,943
|
|
$
|
4,633
|
|
$
|
2,015
|
|
$
|
1,917
|
|
(1)
|
Includes total revenues, net of interest expense (excluding Corporate/Other), in North America of $8.5 billion and $8.5 billion; in EMEA of $3.1 billion and $2.9 billion; in Latin America of $2.6 billion and $2.7 billion; and in Asia of $4.0 billion and $3.8 billion for the three months ended September 30, 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 $91 million and $71 million; and in the Corporate/Other results of $(15) million and $(30) million for the three months ended September 30, 2019 and 2018, respectively.
|
|
Nine Months Ended September 30,
|
|||||||||||||||||
|
Revenues,
net of interest expense(1) |
Provision (benefits)
for income taxes |
Income (loss) from
continuing operations(2) |
|||||||||||||||
In millions of dollars
|
2019
|
2018
|
2019
|
2018
|
2019
|
2018
|
||||||||||||
Global Consumer Banking
|
$
|
25,614
|
|
$
|
25,318
|
|
$
|
1,338
|
|
$
|
1,358
|
|
$
|
4,436
|
|
$
|
4,230
|
|
Institutional Clients Group
|
28,929
|
|
28,800
|
|
2,678
|
|
2,889
|
|
9,835
|
|
9,696
|
|
||||||
Corporate/Other
|
1,365
|
|
1,612
|
|
(289
|
)
|
109
|
|
201
|
|
(143
|
)
|
||||||
Total
|
$
|
55,908
|
|
$
|
55,730
|
|
$
|
3,727
|
|
$
|
4,356
|
|
$
|
14,472
|
|
$
|
13,783
|
|
(1)
|
Includes total revenues, net of interest expense, in North America of $25.4 billion and $25.4 billion; in EMEA of $9.3 billion and $9.1 billion; in Latin America of $7.7 billion and $7.8 billion; and in Asia of $12.1 billion and $11.8 billion for the nine months ended September 30, 2019 and 2018, respectively. 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 $6.0 billion and $5.7 billion; in the ICG results of $215 million and $55 million; and in the Corporate/Other results of $(62) million and $(155) million for the nine months ended September 30, 2019 and 2018, respectively.
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
In millions of dollars
|
2019
|
2018
|
2019
|
2018
|
||||||||
Interest revenue
|
|
|
|
|
||||||||
Loan interest, including fees
|
$
|
11,993
|
|
$
|
11,639
|
|
$
|
35,942
|
|
$
|
33,721
|
|
Deposits with banks
|
736
|
|
629
|
|
2,079
|
|
1,554
|
|
||||
Securities borrowed or purchased under agreements to resell
|
1,745
|
|
1,425
|
|
5,422
|
|
3,800
|
|
||||
Investments, including dividends
|
2,411
|
|
2,388
|
|
7,464
|
|
6,996
|
|
||||
Trading account assets(1)
|
1,893
|
|
1,655
|
|
5,719
|
|
4,789
|
|
||||
Other interest
|
399
|
|
434
|
|
1,339
|
|
1,192
|
|
||||
Total interest revenue
|
$
|
19,177
|
|
$
|
18,170
|
|
$
|
57,965
|
|
$
|
52,052
|
|
Interest expense
|
|
|
|
|
||||||||
Deposits(2)
|
$
|
3,369
|
|
$
|
2,580
|
|
$
|
9,680
|
|
$
|
6,821
|
|
Securities loaned or sold under agreements to repurchase
|
1,630
|
|
1,250
|
|
4,943
|
|
3,423
|
|
||||
Trading account liabilities(1)
|
345
|
|
273
|
|
992
|
|
724
|
|
||||
Short-term borrowings
|
609
|
|
578
|
|
1,976
|
|
1,572
|
|
||||
Long-term debt
|
1,583
|
|
1,687
|
|
5,024
|
|
4,873
|
|
||||
Total interest expense
|
$
|
7,536
|
|
$
|
6,368
|
|
$
|
22,615
|
|
$
|
17,413
|
|
Net interest revenue
|
$
|
11,641
|
|
$
|
11,802
|
|
$
|
35,350
|
|
$
|
34,639
|
|
Provision for loan losses
|
2,062
|
|
1,906
|
|
6,095
|
|
5,504
|
|
||||
Net interest revenue after provision for loan losses
|
$
|
9,579
|
|
$
|
9,896
|
|
$
|
29,255
|
|
$
|
29,135
|
|
(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 $199 million and $311 million for the three months ended September 30, 2019 and 2018, respectively, and $581 million and $1,006 million for the nine months ended September 30, 2019 and 2018, respectively.
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||||||||||||||
|
2019
|
2019
|
||||||||||||||||||||||
In millions of dollars
|
ICG
|
GCB
|
Corporate/Other
|
Total
|
ICG
|
GCB
|
Corporate/Other
|
Total
|
||||||||||||||||
Investment banking
|
$
|
911
|
|
$
|
—
|
|
$
|
—
|
|
$
|
911
|
|
$
|
2,755
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,755
|
|
Brokerage commissions
|
456
|
|
228
|
|
—
|
|
684
|
|
1,365
|
|
625
|
|
—
|
|
1,990
|
|
||||||||
Credit- and bank-card income
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interchange fees
|
324
|
|
2,181
|
|
—
|
|
2,505
|
|
915
|
|
6,363
|
|
—
|
|
7,278
|
|
||||||||
Card-related loan fees
|
15
|
|
191
|
|
—
|
|
206
|
|
44
|
|
534
|
|
—
|
|
578
|
|
||||||||
Card rewards and partner
payments
|
(192
|
)
|
(2,253
|
)
|
—
|
|
(2,445
|
)
|
(519
|
)
|
(6,591
|
)
|
—
|
|
(7,110
|
)
|
||||||||
Deposit-related fees(1)
|
256
|
|
136
|
|
—
|
|
392
|
|
748
|
|
413
|
|
—
|
|
1,161
|
|
||||||||
Transactional service fees
|
187
|
|
37
|
|
—
|
|
224
|
|
576
|
|
108
|
|
—
|
|
684
|
|
||||||||
Corporate finance(2)
|
128
|
|
1
|
|
—
|
|
129
|
|
456
|
|
3
|
|
—
|
|
459
|
|
||||||||
Insurance distribution revenue
|
4
|
|
137
|
|
—
|
|
141
|
|
10
|
|
398
|
|
—
|
|
408
|
|
||||||||
Insurance premiums
|
—
|
|
21
|
|
—
|
|
21
|
|
—
|
|
76
|
|
—
|
|
76
|
|
||||||||
Loan servicing
|
—
|
|
4
|
|
7
|
|
11
|
|
42
|
|
50
|
|
16
|
|
108
|
|
||||||||
Other
|
48
|
|
78
|
|
1
|
|
127
|
|
67
|
|
257
|
|
2
|
|
326
|
|
||||||||
Total commissions and fees(3)
|
$
|
2,137
|
|
$
|
761
|
|
$
|
8
|
|
$
|
2,906
|
|
$
|
6,459
|
|
$
|
2,236
|
|
$
|
18
|
|
$
|
8,713
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||||||||||||||
|
2018
|
2018
|
||||||||||||||||||||||
In millions of dollars
|
ICG
|
GCB
|
Corporate/Other
|
Total
|
ICG
|
GCB
|
Corporate/Other
|
Total
|
||||||||||||||||
Investment banking
|
$
|
861
|
|
$
|
—
|
|
$
|
—
|
|
$
|
861
|
|
$
|
2,695
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2,695
|
|
Brokerage commissions
|
453
|
|
200
|
|
—
|
|
653
|
|
1,510
|
|
654
|
|
—
|
|
2,164
|
|
||||||||
Credit- and bank-card income
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interchange fees
|
268
|
|
2,064
|
|
1
|
|
2,333
|
|
804
|
|
5,963
|
|
11
|
|
6,778
|
|
||||||||
Card-related loan fees
|
16
|
|
172
|
|
—
|
|
188
|
|
47
|
|
474
|
|
12
|
|
533
|
|
||||||||
Card rewards and partner
payments
|
(125
|
)
|
(2,142
|
)
|
11
|
|
(2,256
|
)
|
(375
|
)
|
(6,081
|
)
|
—
|
|
(6,456
|
)
|
||||||||
Deposit-related fees(1)
|
239
|
|
159
|
|
—
|
|
398
|
|
711
|
|
502
|
|
2
|
|
1,215
|
|
||||||||
Transactional service fees
|
171
|
|
22
|
|
1
|
|
194
|
|
543
|
|
64
|
|
4
|
|
611
|
|
||||||||
Corporate finance(2)
|
145
|
|
2
|
|
—
|
|
147
|
|
506
|
|
4
|
|
—
|
|
510
|
|
||||||||
Insurance distribution revenue
|
3
|
|
140
|
|
—
|
|
143
|
|
13
|
|
425
|
|
10
|
|
448
|
|
||||||||
Insurance premiums
|
—
|
|
27
|
|
—
|
|
27
|
|
—
|
|
92
|
|
—
|
|
92
|
|
||||||||
Loan servicing
|
47
|
|
27
|
|
10
|
|
84
|
|
118
|
|
89
|
|
31
|
|
238
|
|
||||||||
Other
|
5
|
|
23
|
|
3
|
|
31
|
|
20
|
|
90
|
|
6
|
|
116
|
|
||||||||
Total commissions and fees(3)
|
$
|
2,083
|
|
$
|
694
|
|
$
|
26
|
|
$
|
2,803
|
|
$
|
6,592
|
|
$
|
2,276
|
|
$
|
76
|
|
$
|
8,944
|
|
(1)
|
Includes overdraft fees of $33 million and $33 million for the three months ended September 30, 2019 and 2018, respectively, and $94 million and $95 million for the nine months ended September 30, 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)
|
Commissions and fees includes $(2,039) million and $(1,769) million not accounted for under ASC 606, Revenue from Contracts with Customers, for the three months ended September 30, 2019 and 2018, respectively, and $(5,785) million and $(4,962) million for the nine months ended September 30, 2019 and 2018, respectively. Amounts reported in Commissions and fees accounted for under other guidance primarily include card-related loan fees, card reward programs and certain partner payments, corporate finance fees, insurance premiums and loan servicing fees.
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||||||||||||||
|
2019
|
2019
|
||||||||||||||||||||||
In millions of dollars
|
ICG
|
GCB
|
Corporate/Other
|
Total
|
ICG
|
GCB
|
Corporate/Other
|
Total
|
||||||||||||||||
Custody fees
|
$
|
370
|
|
$
|
5
|
|
$
|
20
|
|
$
|
395
|
|
$
|
1,115
|
|
$
|
14
|
|
$
|
54
|
|
$
|
1,183
|
|
Fiduciary fees
|
170
|
|
160
|
|
13
|
|
343
|
|
485
|
|
460
|
|
24
|
|
969
|
|
||||||||
Guarantee fees
|
126
|
|
15
|
|
1
|
|
142
|
|
388
|
|
43
|
|
5
|
|
436
|
|
||||||||
Total administration and other fiduciary fees(1)
|
$
|
666
|
|
$
|
180
|
|
$
|
34
|
|
$
|
880
|
|
$
|
1,988
|
|
$
|
517
|
|
$
|
83
|
|
$
|
2,588
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||||||||||||||
|
2018
|
2018
|
||||||||||||||||||||||
In millions of dollars
|
ICG
|
GCB
|
Corporate/Other
|
Total
|
ICG
|
GCB
|
Corporate/Other
|
Total
|
||||||||||||||||
Custody fees
|
$
|
371
|
|
$
|
41
|
|
$
|
18
|
|
$
|
430
|
|
$
|
1,138
|
|
$
|
133
|
|
$
|
50
|
|
$
|
1,321
|
|
Fiduciary fees
|
160
|
|
158
|
|
12
|
|
330
|
|
492
|
|
455
|
|
31
|
|
978
|
|
||||||||
Guarantee fees
|
136
|
|
14
|
|
1
|
|
151
|
|
403
|
|
43
|
|
5
|
|
451
|
|
||||||||
Total administration and other fiduciary fees(1)
|
$
|
667
|
|
$
|
213
|
|
$
|
31
|
|
$
|
911
|
|
$
|
2,033
|
|
$
|
631
|
|
$
|
86
|
|
$
|
2,750
|
|
(1)
|
Administration and other fiduciary fees includes $142 million and $151 million for the three months ended September 30, 2019 and 2018, respectively, and $436 million and $451 million for the nine months ended September 30, 2019 and 2018, respectively, that are not accounted for under ASC 606, Revenue from Contracts with Customers. These amounts include guarantee fees.
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
In millions of dollars
|
2019
|
2018
|
2019
|
2018
|
||||||||
Interest rate risks(1)
|
$
|
1,744
|
|
$
|
1,451
|
|
$
|
4,782
|
|
$
|
4,567
|
|
Foreign exchange risks(2)
|
406
|
|
458
|
|
1,306
|
|
1,363
|
|
||||
Equity risks(3)
|
418
|
|
277
|
|
873
|
|
986
|
|
||||
Commodity and other risks(4)
|
244
|
|
242
|
|
452
|
|
551
|
|
||||
Credit products and risks(5)
|
(10
|
)
|
(64
|
)
|
67
|
|
265
|
|
||||
Total
|
$
|
2,802
|
|
$
|
2,364
|
|
$
|
7,480
|
|
$
|
7,732
|
|
(1)
|
Includes revenues from government securities and corporate debt, municipal securities, mortgage securities and other debt instruments. Also includes spot and forward trading of currencies and exchange-traded and over-the-counter (OTC) currency options, options on fixed income securities, interest rate swaps, currency swaps, swap options, caps and floors, financial futures, OTC options and forward contracts on fixed income securities.
|
(2)
|
Includes revenues from foreign exchange spot, forward, option and swap contracts, as well as foreign currency translation (FX translation) gains and losses.
|
(3)
|
Includes revenues from common, preferred and convertible preferred stock, convertible corporate debt, equity-linked notes and exchange-traded and OTC equity options and warrants.
|
(4)
|
Primarily includes revenues from crude oil, refined oil products, natural gas and other commodities trades.
|
(5)
|
Includes revenues from structured credit products.
|
|
Three Months Ended September 30,
|
|||||||||||||||||||||||
|
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
|
|
$
|
—
|
|
$
|
37
|
|
$
|
35
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2
|
|
$
|
2
|
|
Interest cost on benefit obligation
|
112
|
|
132
|
|
70
|
|
73
|
|
6
|
|
6
|
|
25
|
|
26
|
|
||||||||
Expected return on plan assets
|
(208
|
)
|
(210
|
)
|
(72
|
)
|
(71
|
)
|
(5
|
)
|
(4
|
)
|
(20
|
)
|
(22
|
)
|
||||||||
Amortization of unrecognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Prior service cost (benefit)
|
1
|
|
—
|
|
(1
|
)
|
(1
|
)
|
—
|
|
—
|
|
(2
|
)
|
(2
|
)
|
||||||||
Net actuarial loss
|
52
|
|
39
|
|
15
|
|
14
|
|
—
|
|
—
|
|
5
|
|
7
|
|
||||||||
Curtailment loss(1)
|
1
|
|
—
|
|
(5
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Total net (benefit) expense
|
$
|
(41
|
)
|
$
|
(39
|
)
|
$
|
44
|
|
$
|
50
|
|
$
|
1
|
|
$
|
2
|
|
$
|
10
|
|
$
|
11
|
|
(1)
|
Curtailment relates to repositioning and divestiture activities.
|
|
Nine Months Ended September 30,
|
|||||||||||||||||||||||
|
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
|
|
$
|
1
|
|
$
|
108
|
|
$
|
111
|
|
$
|
—
|
|
$
|
—
|
|
$
|
6
|
|
$
|
7
|
|
Interest cost on benefit obligation
|
365
|
|
381
|
|
218
|
|
220
|
|
19
|
|
19
|
|
77
|
|
77
|
|
||||||||
Expected return on plan assets
|
(613
|
)
|
(634
|
)
|
(208
|
)
|
(221
|
)
|
(14
|
)
|
(10
|
)
|
(62
|
)
|
(67
|
)
|
||||||||
Amortization of unrecognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Prior service cost (benefit)
|
1
|
|
—
|
|
(3
|
)
|
(3
|
)
|
—
|
|
—
|
|
(7
|
)
|
(7
|
)
|
||||||||
Net actuarial loss
|
144
|
|
128
|
|
45
|
|
41
|
|
—
|
|
—
|
|
16
|
|
22
|
|
||||||||
Curtailment loss (gain)(1)
|
1
|
|
1
|
|
(5
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Settlement loss(1)
|
—
|
|
—
|
|
2
|
|
5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Total net (benefit) expense
|
$
|
(101
|
)
|
$
|
(123
|
)
|
$
|
157
|
|
$
|
153
|
|
$
|
5
|
|
$
|
9
|
|
$
|
30
|
|
$
|
32
|
|
(1)
|
Curtailment and settlement relate to repositioning and divestiture activities.
|
|
Nine Months Ended September 30, 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
|
|
First quarter activity
|
408
|
|
293
|
|
13
|
|
62
|
|
||||
Second quarter activity
|
437
|
|
177
|
|
35
|
|
61
|
|
||||
Projected benefit obligation at June 30, 2019—Significant Plans
|
$
|
13,475
|
|
$
|
5,757
|
|
$
|
710
|
|
$
|
975
|
|
Benefits earned during the period
|
1
|
|
22
|
|
—
|
|
2
|
|
||||
Interest cost on benefit obligation
|
112
|
|
58
|
|
6
|
|
22
|
|
||||
Actuarial loss
|
469
|
|
254
|
|
17
|
|
50
|
|
||||
Benefits paid, net of participants’ contributions and government subsidy
|
(246
|
)
|
(75
|
)
|
(14
|
)
|
(17
|
)
|
||||
Curtailment loss(1)
|
1
|
|
—
|
|
—
|
|
—
|
|
||||
Foreign exchange impact and other
|
—
|
|
(146
|
)
|
—
|
|
(26
|
)
|
||||
Projected benefit obligation at period end—Significant Plans
|
$
|
13,812
|
|
$
|
5,870
|
|
$
|
719
|
|
$
|
1,006
|
|
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
|
|
First quarter activity
|
487
|
|
257
|
|
2
|
|
32
|
|
||||
Second quarter activity
|
654
|
|
391
|
|
1
|
|
25
|
|
||||
Plan assets at fair value at June 30, 2019—Significant Plans
|
$
|
12,631
|
|
$
|
6,099
|
|
$
|
348
|
|
$
|
1,084
|
|
Actual return on plan assets
|
258
|
|
311
|
|
5
|
|
28
|
|
||||
Company contributions, net of reimbursements
|
13
|
|
16
|
|
7
|
|
—
|
|
||||
Benefits paid, net of participants’ contributions and government subsidy
|
(246
|
)
|
(75
|
)
|
(14
|
)
|
(17
|
)
|
||||
Foreign exchange impact and other
|
—
|
|
(134
|
)
|
—
|
|
(29
|
)
|
||||
Plan assets at fair value at period end—Significant Plans
|
$
|
12,656
|
|
$
|
6,217
|
|
$
|
346
|
|
$
|
1,066
|
|
Funded status of the Significant Plans
|
|
|
|
|
||||||||
Qualified plans(1)
|
$
|
(447
|
)
|
$
|
347
|
|
$
|
(373
|
)
|
$
|
60
|
|
Nonqualified plans
|
(709
|
)
|
—
|
|
—
|
|
—
|
|
||||
Funded status of the plans at period end—Significant Plans
|
$
|
(1,156
|
)
|
$
|
347
|
|
$
|
(373
|
)
|
$
|
60
|
|
Net amount recognized at period end
|
|
|
|
|
|
|
|
|
||||
Benefit asset
|
$
|
—
|
|
$
|
935
|
|
$
|
—
|
|
$
|
60
|
|
Benefit liability
|
(1,156
|
)
|
(588
|
)
|
(373
|
)
|
—
|
|
||||
Net amount recognized on the balance sheet—Significant Plans
|
$
|
(1,156
|
)
|
$
|
347
|
|
$
|
(373
|
)
|
$
|
60
|
|
Amounts recognized in AOCI at period end
|
|
|
|
|
|
|
||||||
Prior service benefit
|
$
|
—
|
|
$
|
12
|
|
$
|
—
|
|
$
|
68
|
|
Net actuarial (loss) gain
|
(7,470
|
)
|
(959
|
)
|
(3
|
)
|
(350
|
)
|
||||
Net amount recognized in equity (pretax)—Significant Plans
|
$
|
(7,470
|
)
|
$
|
(947
|
)
|
$
|
(3
|
)
|
$
|
(282
|
)
|
Accumulated benefit obligation at period end—Significant Plans
|
$
|
13,806
|
|
$
|
5,564
|
|
$
|
719
|
|
$
|
1,006
|
|
(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.
|
In millions of dollars
|
Three Months Ended
September 30, 2019 |
Nine Months Ended
September 30, 2019 |
||||
Beginning of period balance, net of tax(1)(2)
|
$
|
(6,574
|
)
|
$
|
(6,257
|
)
|
Actuarial assumptions changes and plan experience
|
(788
|
)
|
(2,397
|
)
|
||
Net asset gain (loss) due to difference between actual and expected returns
|
306
|
|
1,439
|
|
||
Net amortization
|
70
|
|
198
|
|
||
Prior service cost
|
—
|
|
(5
|
)
|
||
Curtailment/settlement gain(3)
|
(5
|
)
|
(3
|
)
|
||
Foreign exchange impact and other
|
61
|
|
14
|
|
||
Change in deferred taxes, net
|
106
|
|
187
|
|
||
Change, net of tax
|
$
|
(250
|
)
|
$
|
(567
|
)
|
End of period balance, net of tax(1)(2)
|
$
|
(6,824
|
)
|
$
|
(6,824
|
)
|
(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.
|
Net (benefit) expense assumed discount rates during the period
|
Three Months Ended
|
|||
Sept. 30, 2019
|
June 30, 2019
|
|||
U.S. plans
|
|
|
||
Qualified pension
|
3.45
|
%
|
3.85
|
%
|
Nonqualified pension
|
3.50
|
|
3.90
|
|
Postretirement
|
3.35
|
|
3.80
|
|
Non-U.S. plans
|
|
|
||
Pension
|
0.30-9.55
|
0.45-10.30
|
||
Weighted average
|
4.52
|
|
4.74
|
|
Postretirement
|
9.70
|
|
10.30
|
|
Plan obligations assumed discount rates at period ended
|
Sept. 30, 2019
|
Jun. 30, 2019
|
Mar. 31, 2019
|
|||
U.S. plans
|
|
|
|
|||
Qualified pension
|
3.10
|
%
|
3.45
|
%
|
3.85
|
%
|
Nonqualified pension
|
3.10
|
|
3.50
|
|
3.90
|
|
Postretirement
|
3.00
|
|
3.35
|
|
3.80
|
|
Non-U.S. plans
|
|
|
|
|||
Pension
|
-0.05-9.00
|
0.30-9.55
|
0.45-10.30
|
|||
Weighted average
|
4.05
|
|
4.52
|
|
4.74
|
|
Postretirement
|
9.20
|
|
9.70
|
|
10.30
|
|
|
Three Months Ended September 30, 2019
|
|||||
In millions of dollars
|
One-percentage-point increase
|
One-percentage-point decrease
|
||||
Pension
|
|
|
||||
U.S. plans
|
$
|
8
|
|
$
|
(12
|
)
|
Non-U.S. plans
|
(3
|
)
|
6
|
|
||
Postretirement
|
|
|
||||
U.S. plans
|
1
|
|
(1
|
)
|
||
Non-U.S. plans
|
(2
|
)
|
2
|
|
|
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 nine months ended
September 30
|
$
|
467
|
|
$
|
42
|
|
$
|
98
|
|
$
|
143
|
|
$
|
6
|
|
$
|
150
|
|
$
|
225
|
|
$
|
7
|
|
Company contributions made during the remainder
of the year
|
—
|
|
13
|
|
—
|
|
39
|
|
—
|
|
—
|
|
—
|
|
2
|
|
||||||||
Company contributions expected to be made during
the remainder of the year
|
15
|
|
—
|
|
35
|
|
—
|
|
1
|
|
—
|
|
2
|
|
—
|
|
(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.
|
|
Three Months Ended September 30,
|
Nine Months Ended
September 30, |
||||||||||
In millions of dollars
|
2019
|
2018
|
2019
|
2018
|
||||||||
U.S. plans
|
$
|
99
|
|
$
|
90
|
|
$
|
296
|
|
$
|
293
|
|
Non-U.S. plans
|
71
|
|
68
|
|
209
|
|
216
|
|
|
Three Months Ended September 30,
|
Nine Months Ended
September 30, |
||||||||||
In millions of dollars
|
2019
|
2018
|
2019
|
2018
|
||||||||
Service-related expense
|
|
|
|
|
$
|
—
|
|
$
|
—
|
|
||
Interest cost on benefit obligation
|
$
|
—
|
|
$
|
—
|
|
$
|
1
|
|
$
|
1
|
|
Expected return on plan assets
|
—
|
|
—
|
|
(1
|
)
|
(1
|
)
|
||||
Amortization of unrecognized:
|
|
|
|
|
|
|
|
|
||||
Prior service
benefit
|
—
|
|
(8
|
)
|
—
|
|
(23
|
)
|
||||
Net actuarial loss
|
1
|
|
1
|
|
2
|
|
2
|
|
||||
Total service-related (benefit) expense
|
$
|
1
|
|
$
|
(7
|
)
|
$
|
2
|
|
$
|
(21
|
)
|
Non-service-related expense (benefit)
|
$
|
4
|
|
$
|
4
|
|
$
|
10
|
|
$
|
7
|
|
Total net expense (benefit)
|
$
|
5
|
|
$
|
(3
|
)
|
$
|
12
|
|
$
|
(14
|
)
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
In millions of dollars, except per share amounts
|
2019
|
2018
|
2019
|
2018
|
||||||||
Earnings per common share
|
|
|
|
|
||||||||
Income from continuing operations before attribution of noncontrolling interests
|
$
|
4,943
|
|
$
|
4,633
|
|
$
|
14,472
|
|
$
|
13,783
|
|
Less: Noncontrolling interests from continuing operations
|
15
|
|
3
|
|
50
|
|
51
|
|
||||
Net income from continuing operations (for EPS purposes)
|
$
|
4,928
|
|
$
|
4,630
|
|
$
|
14,422
|
|
$
|
13,732
|
|
Loss from discontinued operations, net of taxes
|
(15
|
)
|
(8
|
)
|
—
|
|
—
|
|
||||
Citigroup's net income
|
$
|
4,913
|
|
$
|
4,622
|
|
$
|
14,422
|
|
$
|
13,732
|
|
Less: Preferred dividends(1)
|
254
|
|
270
|
|
812
|
|
860
|
|
||||
Net income available to common shareholders
|
$
|
4,659
|
|
$
|
4,352
|
|
$
|
13,610
|
|
$
|
12,872
|
|
Less: Dividends and undistributed earnings allocated to employee restricted and deferred shares with rights to dividends, applicable to basic EPS
|
27
|
|
51
|
|
88
|
|
151
|
|
||||
Net income allocated to common shareholders for basic EPS
|
$
|
4,632
|
|
$
|
4,301
|
|
$
|
13,522
|
|
$
|
12,721
|
|
Weighted-average common shares outstanding applicable to basic EPS (in millions)
|
2,220.8
|
|
2,479.8
|
|
2,282.4
|
|
2,524.1
|
|
||||
Basic earnings per share(2)
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
2.09
|
|
$
|
1.74
|
|
$
|
5.92
|
|
$
|
5.04
|
|
Discontinued operations
|
(0.01
|
)
|
—
|
|
—
|
|
—
|
|
||||
Net income per share—basic
|
$
|
2.09
|
|
$
|
1.73
|
|
$
|
5.92
|
|
$
|
5.04
|
|
Diluted earnings per share
|
|
|
|
|
||||||||
Net income allocated to common shareholders for basic EPS
|
$
|
4,632
|
|
$
|
4,301
|
|
$
|
13,522
|
|
$
|
12,721
|
|
Add back: Dividends allocated to employee restricted and deferred shares with rights to dividends that are forfeitable
|
9
|
|
—
|
|
24
|
|
—
|
|
||||
Net income allocated to common shareholders for diluted EPS
|
$
|
4,641
|
|
$
|
4,301
|
|
$
|
13,546
|
|
$
|
12,721
|
|
Weighted-average common shares outstanding applicable to basic EPS (in millions)
|
2,220.8
|
|
2,479.8
|
|
2,282.4
|
|
2,524.1
|
|
||||
Effect of dilutive securities
|
|
|
|
|
||||||||
Options(3)
|
0.1
|
|
0.2
|
|
0.1
|
|
0.1
|
|
||||
Other employee plans
|
16.2
|
|
1.4
|
|
15.7
|
|
1.3
|
|
||||
Adjusted weighted-average common shares outstanding applicable to diluted EPS (in millions)(4)
|
2,237.1
|
|
2,481.4
|
|
2,298.2
|
|
2,525.5
|
|
||||
Diluted earnings per share(2)
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
2.08
|
|
$
|
1.74
|
|
$
|
5.89
|
|
$
|
5.04
|
|
Discontinued operations
|
(0.01
|
)
|
—
|
|
—
|
|
—
|
|
||||
Net income per share—diluted
|
$
|
2.07
|
|
$
|
1.73
|
|
$
|
5.89
|
|
$
|
5.04
|
|
(1)
|
On October 22, 2019, Citi declared preferred dividends of approximately $296 million for the fourth quarter of 2019. During the third quarter of 2019, Citi issued 1.5 million Series U preferred shares for $1.5 billion. Semi-annual dividends, assuming such dividends are declared by the Citi Board of Directors, will be distributed beginning in the first quarter of 2020. On October 15, 2019, Citi announced its plan to redeem all of its Series N preferred shares for $1.5 billion. The Series N preferred shares will be redeemed at par value. As of November 1, 2019, Citi estimates it will distribute preferred dividends of approximately $291 million, $253 million, $291 million and $253 million in the first, second, third and fourth quarters of 2020, respectively.
|
(2)
|
Due to rounding, earnings per share on continuing operations and discontinued operations may not sum to earnings per share on net income.
|
(3)
|
During the third quarter of 2019, no significant options to purchase shares of common stock were outstanding. During the third 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 $142.30 per share was anti-dilutive.
|
(4)
|
Due to rounding, weighted-average common shares outstanding applicable to basic EPS and the effect of dilutive securities may not sum to weighted-average common shares outstanding applicable to diluted EPS.
|
In millions of dollars
|
September 30,
2019 |
December 31, 2018
|
||||
Securities purchased under agreements to resell
|
$
|
169,756
|
|
$
|
159,364
|
|
Deposits paid for securities borrowed
|
91,369
|
|
111,320
|
|
||
Total(1)
|
$
|
261,125
|
|
$
|
270,684
|
|
In millions of dollars
|
September 30,
2019 |
December 31, 2018
|
||||
Securities sold under agreements to repurchase
|
$
|
180,875
|
|
$
|
166,090
|
|
Deposits received for securities loaned
|
14,172
|
|
11,678
|
|
||
Total(1)
|
$
|
195,047
|
|
$
|
177,768
|
|
(1)
|
The above tables do not include securities-for-securities lending transactions of $9.5 billion and $15.9 billion at September 30, 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.
|
|
As of September 30, 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 |
Amounts
not offset on the Consolidated Balance Sheet but eligible for offsetting upon counterparty default(2) |
Net
amounts(3) |
||||||||||
Securities purchased under agreements to resell
|
$
|
272,676
|
|
$
|
102,920
|
|
$
|
169,756
|
|
$
|
133,878
|
|
$
|
35,878
|
|
Deposits paid for securities borrowed
|
94,342
|
|
2,973
|
|
91,369
|
|
25,456
|
|
65,913
|
|
|||||
Total
|
$
|
367,018
|
|
$
|
105,893
|
|
$
|
261,125
|
|
$
|
159,334
|
|
$
|
101,791
|
|
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 |
Amounts
not offset on the Consolidated Balance Sheet but eligible for offsetting upon counterparty default(2) |
Net
amounts(3) |
||||||||||
Securities sold under agreements to repurchase
|
$
|
283,795
|
|
$
|
102,920
|
|
$
|
180,875
|
|
$
|
92,860
|
|
$
|
88,015
|
|
Deposits received for securities loaned
|
17,145
|
|
2,973
|
|
14,172
|
|
4,629
|
|
9,543
|
|
|||||
Total
|
$
|
300,940
|
|
$
|
105,893
|
|
$
|
195,047
|
|
$
|
97,489
|
|
$
|
97,558
|
|
|
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 |
Amounts
not offset on the Consolidated Balance Sheet but eligible for offsetting upon counterparty default(2) |
Net
amounts(3) |
||||||||||
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 |
Amounts
not offset on the Consolidated Balance Sheet but eligible for offsetting upon counterparty default(2) |
Net
amounts(3) |
||||||||||
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)
|
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.
|
(3)
|
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 September 30, 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
|
$
|
143,154
|
|
$
|
67,183
|
|
$
|
31,487
|
|
$
|
41,971
|
|
$
|
283,795
|
|
Deposits received for securities loaned
|
11,123
|
|
481
|
|
2,201
|
|
3,340
|
|
17,145
|
|
|||||
Total
|
$
|
154,277
|
|
$
|
67,664
|
|
$
|
33,688
|
|
$
|
45,311
|
|
$
|
300,940
|
|
|
As of December 31, 2018
|
||||||||||||||
In millions of dollars
|
Open and overnight
|
Up to 30 days
|
31–90 days
|
Greater than 90 days
|
Total
|
||||||||||
Securities sold under agreements to repurchase
|
$
|
108,405
|
|
$
|
70,850
|
|
$
|
29,898
|
|
$
|
44,361
|
|
$
|
253,514
|
|
Deposits received for securities loaned
|
6,296
|
|
774
|
|
2,626
|
|
1,982
|
|
11,678
|
|
|||||
Total
|
$
|
114,701
|
|
$
|
71,624
|
|
$
|
32,524
|
|
$
|
46,343
|
|
$
|
265,192
|
|
|
As of September 30, 2019
|
||||||||
In millions of dollars
|
Repurchase agreements
|
Securities lending agreements
|
Total
|
||||||
U.S. Treasury and federal agency securities
|
$
|
103,718
|
|
$
|
91
|
|
$
|
103,809
|
|
State and municipal securities
|
2,170
|
|
4
|
|
2,174
|
|
|||
Foreign government securities
|
108,497
|
|
264
|
|
108,761
|
|
|||
Corporate bonds
|
21,255
|
|
474
|
|
21,729
|
|
|||
Equity securities
|
14,092
|
|
16,011
|
|
30,103
|
|
|||
Mortgage-backed securities
|
23,813
|
|
—
|
|
23,813
|
|
|||
Asset-backed securities
|
5,808
|
|
—
|
|
5,808
|
|
|||
Other
|
4,442
|
|
301
|
|
4,743
|
|
|||
Total
|
$
|
283,795
|
|
$
|
17,145
|
|
$
|
300,940
|
|
|
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
|
|
In millions of dollars
|
September 30,
2019 |
December 31, 2018
|
||||
Receivables from customers
|
$
|
19,470
|
|
$
|
14,415
|
|
Receivables from brokers, dealers and clearing organizations
|
34,745
|
|
21,035
|
|
||
Total brokerage receivables(1)
|
$
|
54,215
|
|
$
|
35,450
|
|
Payables to customers
|
$
|
42,256
|
|
$
|
40,273
|
|
Payables to brokers, dealers and clearing organizations
|
21,086
|
|
24,298
|
|
||
Total brokerage payables(1)
|
$
|
63,342
|
|
$
|
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.
|
In millions of dollars
|
September 30,
2019 |
December 31,
2018 |
|||||
Debt securities available-for-sale (AFS)
|
$
|
275,425
|
|
$
|
288,038
|
|
|
Debt securities held-to-maturity (HTM)(1)
|
75,841
|
|
63,357
|
|
|||
Marketable equity securities carried at fair value(2)
|
510
|
|
220
|
|
|||
Non-marketable equity securities carried at fair value(2)
|
627
|
|
889
|
|
|||
Non-marketable equity securities measured using the measurement alternative(3)
|
688
|
|
538
|
|
|||
Non-marketable equity securities carried at cost(4)
|
5,292
|
|
5,565
|
|
|||
Total investments
|
$
|
358,383
|
|
$
|
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.
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
In millions of dollars
|
2019
|
2018
|
2019
|
2018
|
||||||||
Taxable interest
|
$
|
2,291
|
|
$
|
2,195
|
|
$
|
6,987
|
|
$
|
6,395
|
|
Interest exempt from U.S. federal income tax
|
75
|
|
130
|
|
328
|
|
392
|
|
||||
Dividend income
|
45
|
|
63
|
|
149
|
|
209
|
|
||||
Total interest and dividend income
|
$
|
2,411
|
|
$
|
2,388
|
|
$
|
7,464
|
|
$
|
6,996
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
In millions of dollars
|
2019
|
2018
|
2019
|
2018
|
||||||||
Gross realized investment gains
|
$
|
393
|
|
$
|
153
|
|
$
|
1,036
|
|
$
|
550
|
|
Gross realized investment losses
|
(32
|
)
|
(84
|
)
|
(77
|
)
|
(209
|
)
|
||||
Net realized gains on sale of investments
|
$
|
361
|
|
$
|
69
|
|
$
|
959
|
|
$
|
341
|
|
|
September 30, 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
|
$
|
38,735
|
|
$
|
777
|
|
$
|
311
|
|
$
|
39,201
|
|
$
|
43,504
|
|
$
|
241
|
|
$
|
725
|
|
$
|
43,020
|
|
Alt-A
|
1
|
|
—
|
|
—
|
|
1
|
|
1
|
|
—
|
|
—
|
|
1
|
|
||||||||
Non-U.S. residential
|
789
|
|
3
|
|
—
|
|
792
|
|
1,310
|
|
4
|
|
2
|
|
1,312
|
|
||||||||
Commercial
|
84
|
|
1
|
|
—
|
|
85
|
|
173
|
|
1
|
|
2
|
|
172
|
|
||||||||
Total mortgage-backed securities
|
$
|
39,609
|
|
$
|
781
|
|
$
|
311
|
|
$
|
40,079
|
|
$
|
44,988
|
|
$
|
246
|
|
$
|
729
|
|
$
|
44,505
|
|
U.S. Treasury and federal agency securities
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury
|
$
|
102,384
|
|
$
|
56
|
|
$
|
474
|
|
$
|
101,966
|
|
$
|
109,376
|
|
$
|
33
|
|
$
|
1,339
|
|
$
|
108,070
|
|
Agency obligations
|
6,293
|
|
5
|
|
31
|
|
6,267
|
|
9,283
|
|
1
|
|
132
|
|
9,152
|
|
||||||||
Total U.S. Treasury and federal agency securities
|
$
|
108,677
|
|
$
|
61
|
|
$
|
505
|
|
$
|
108,233
|
|
$
|
118,659
|
|
$
|
34
|
|
$
|
1,471
|
|
$
|
117,222
|
|
State and municipal
|
$
|
5,997
|
|
$
|
149
|
|
$
|
192
|
|
$
|
5,954
|
|
$
|
9,372
|
|
$
|
96
|
|
$
|
262
|
|
$
|
9,206
|
|
Foreign government
|
105,041
|
|
716
|
|
228
|
|
105,529
|
|
100,872
|
|
415
|
|
596
|
|
100,691
|
|
||||||||
Corporate
|
11,207
|
|
86
|
|
110
|
|
11,183
|
|
11,714
|
|
42
|
|
157
|
|
11,599
|
|
||||||||
Asset-backed securities(1)
|
541
|
|
2
|
|
2
|
|
541
|
|
845
|
|
2
|
|
4
|
|
843
|
|
||||||||
Other debt securities
|
3,906
|
|
1
|
|
1
|
|
3,906
|
|
3,973
|
|
—
|
|
1
|
|
3,972
|
|
||||||||
Total debt securities AFS
|
$
|
274,978
|
|
$
|
1,796
|
|
$
|
1,349
|
|
$
|
275,425
|
|
$
|
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.
|
|
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
|
||||||||||||
September 30, 2019
|
|
|
|
|
|
|
||||||||||||
Debt securities AFS
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
|
|
|
|
|
|
||||||||||||
U.S. government agency guaranteed
|
$
|
13,850
|
|
$
|
261
|
|
$
|
2,346
|
|
$
|
50
|
|
$
|
16,196
|
|
$
|
311
|
|
Non-U.S. residential
|
101
|
|
—
|
|
1
|
|
—
|
|
102
|
|
—
|
|
||||||
Commercial
|
11
|
|
—
|
|
37
|
|
—
|
|
48
|
|
—
|
|
||||||
Total mortgage-backed securities
|
$
|
13,962
|
|
$
|
261
|
|
$
|
2,384
|
|
$
|
50
|
|
$
|
16,346
|
|
$
|
311
|
|
U.S. Treasury and federal agency securities
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury
|
$
|
30,024
|
|
$
|
210
|
|
$
|
41,972
|
|
$
|
264
|
|
$
|
71,996
|
|
$
|
474
|
|
Agency obligations
|
355
|
|
1
|
|
5,699
|
|
30
|
|
6,054
|
|
31
|
|
||||||
Total U.S. Treasury and federal agency securities
|
$
|
30,379
|
|
$
|
211
|
|
$
|
47,671
|
|
$
|
294
|
|
$
|
78,050
|
|
$
|
505
|
|
State and municipal
|
$
|
249
|
|
$
|
149
|
|
$
|
351
|
|
$
|
43
|
|
$
|
600
|
|
$
|
192
|
|
Foreign government
|
29,617
|
|
130
|
|
9,132
|
|
98
|
|
38,749
|
|
228
|
|
||||||
Corporate
|
2,423
|
|
105
|
|
427
|
|
5
|
|
2,850
|
|
110
|
|
||||||
Asset-backed securities
|
253
|
|
2
|
|
16
|
|
—
|
|
269
|
|
2
|
|
||||||
Other debt securities
|
1,819
|
|
1
|
|
—
|
|
—
|
|
1,819
|
|
1
|
|
||||||
Total debt securities AFS
|
$
|
78,702
|
|
$
|
859
|
|
$
|
59,981
|
|
$
|
490
|
|
$
|
138,683
|
|
$
|
1,349
|
|
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
|
|
|
September 30, 2019
|
December 31, 2018
|
||||||||||
In millions of dollars
|
Amortized
cost
|
Fair
value
|
Amortized
cost
|
Fair
value
|
||||||||
Mortgage-backed securities(1)
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
15
|
|
$
|
15
|
|
$
|
14
|
|
$
|
14
|
|
After 1 but within 5 years
|
564
|
|
565
|
|
662
|
|
661
|
|
||||
After 5 but within 10 years
|
1,738
|
|
1,908
|
|
2,779
|
|
2,828
|
|
||||
After 10 years(2)
|
37,292
|
|
37,591
|
|
41,533
|
|
41,002
|
|
||||
Total
|
$
|
39,609
|
|
$
|
40,079
|
|
$
|
44,988
|
|
$
|
44,505
|
|
U.S. Treasury and federal agency securities
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
51,529
|
|
$
|
51,392
|
|
$
|
41,941
|
|
$
|
41,867
|
|
After 1 but within 5 years
|
56,986
|
|
56,673
|
|
76,139
|
|
74,800
|
|
||||
After 5 but within 10 years
|
137
|
|
138
|
|
489
|
|
462
|
|
||||
After 10 years(2)
|
25
|
|
30
|
|
90
|
|
93
|
|
||||
Total
|
$
|
108,677
|
|
$
|
108,233
|
|
$
|
118,659
|
|
$
|
117,222
|
|
State and municipal
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
1,255
|
|
$
|
1,105
|
|
$
|
2,586
|
|
$
|
2,586
|
|
After 1 but within 5 years
|
1,100
|
|
973
|
|
1,676
|
|
1,675
|
|
||||
After 5 but within 10 years
|
290
|
|
266
|
|
585
|
|
602
|
|
||||
After 10 years(2)
|
3,352
|
|
3,610
|
|
4,525
|
|
4,343
|
|
||||
Total
|
$
|
5,997
|
|
$
|
5,954
|
|
$
|
9,372
|
|
$
|
9,206
|
|
Foreign government
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
40,374
|
|
$
|
40,409
|
|
$
|
39,078
|
|
$
|
39,028
|
|
After 1 but within 5 years
|
54,451
|
|
54,750
|
|
50,125
|
|
49,962
|
|
||||
After 5 but within 10 years
|
8,648
|
|
8,763
|
|
10,153
|
|
10,149
|
|
||||
After 10 years(2)
|
1,568
|
|
1,607
|
|
1,516
|
|
1,552
|
|
||||
Total
|
$
|
105,041
|
|
$
|
105,529
|
|
$
|
100,872
|
|
$
|
100,691
|
|
All other(3)
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
6,609
|
|
$
|
6,612
|
|
$
|
6,166
|
|
$
|
6,166
|
|
After 1 but within 5 years
|
8,129
|
|
8,140
|
|
8,459
|
|
8,416
|
|
||||
After 5 but within 10 years
|
731
|
|
719
|
|
1,474
|
|
1,427
|
|
||||
After 10 years(2)
|
185
|
|
159
|
|
433
|
|
405
|
|
||||
Total
|
$
|
15,654
|
|
$
|
15,630
|
|
$
|
16,532
|
|
$
|
16,414
|
|
Total debt securities AFS
|
$
|
274,978
|
|
$
|
275,425
|
|
$
|
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.
|
In millions of dollars
|
Carrying
value
|
Gross
unrealized
gains
|
Gross
unrealized
losses
|
Fair
value
|
||||||||
September 30, 2019
|
|
|
|
|
||||||||
Debt securities HTM
|
|
|
|
|
||||||||
Mortgage-backed securities(1)
|
|
|
|
|
||||||||
U.S. government agency guaranteed(2)
|
$
|
43,135
|
|
$
|
979
|
|
$
|
26
|
|
$
|
44,088
|
|
Prime
|
32
|
|
—
|
|
—
|
|
32
|
|
||||
Non-U.S. residential
|
693
|
|
5
|
|
1
|
|
697
|
|
||||
Commercial
|
502
|
|
—
|
|
1
|
|
501
|
|
||||
Total mortgage-backed securities
|
$
|
44,362
|
|
$
|
984
|
|
$
|
28
|
|
$
|
45,318
|
|
State and municipal
|
$
|
8,823
|
|
$
|
539
|
|
$
|
14
|
|
$
|
9,348
|
|
Foreign government
|
1,869
|
|
39
|
|
1
|
|
1,907
|
|
||||
Asset-backed securities(1)
|
20,787
|
|
15
|
|
58
|
|
20,744
|
|
||||
Total debt securities HTM
|
$
|
75,841
|
|
$
|
1,577
|
|
$
|
101
|
|
$
|
77,317
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
||||
Debt securities HTM
|
|
|
|
|
|
|
|
|
||||
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 HTM
|
$
|
63,357
|
|
$
|
386
|
|
$
|
853
|
|
$
|
62,890
|
|
(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.
|
(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.
|
|
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 |
||||||||||||
September 30, 2019
|
|
|
|
|
|
|
||||||||||||
Debt securities held-to-maturity
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
$
|
2,816
|
|
$
|
8
|
|
$
|
2,448
|
|
$
|
20
|
|
$
|
5,264
|
|
$
|
28
|
|
State and municipal
|
25
|
|
—
|
|
1,050
|
|
14
|
|
1,075
|
|
14
|
|
||||||
Foreign government
|
1,907
|
|
1
|
|
—
|
|
—
|
|
1,907
|
|
1
|
|
||||||
Asset-backed securities
|
4,092
|
|
9
|
|
574
|
|
49
|
|
4,666
|
|
58
|
|
||||||
Total debt securities held-to-maturity
|
$
|
8,840
|
|
$
|
18
|
|
$
|
4,072
|
|
$
|
83
|
|
$
|
12,912
|
|
$
|
101
|
|
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
|
|
|
September 30, 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
|
483
|
|
489
|
|
539
|
|
540
|
|
||||
After 5 but within 10 years
|
1,733
|
|
1,832
|
|
997
|
|
1,011
|
|
||||
After 10 years(1)
|
42,143
|
|
42,994
|
|
34,407
|
|
34,024
|
|
||||
Total
|
$
|
44,362
|
|
$
|
45,318
|
|
$
|
35,946
|
|
$
|
35,578
|
|
State and municipal
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
13
|
|
$
|
25
|
|
$
|
37
|
|
$
|
37
|
|
After 1 but within 5 years
|
117
|
|
195
|
|
168
|
|
174
|
|
||||
After 5 but within 10 years
|
594
|
|
631
|
|
540
|
|
544
|
|
||||
After 10 years(1)
|
8,099
|
|
8,497
|
|
6,883
|
|
6,902
|
|
||||
Total
|
$
|
8,823
|
|
$
|
9,348
|
|
$
|
7,628
|
|
$
|
7,657
|
|
Foreign government
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
642
|
|
$
|
645
|
|
$
|
60
|
|
$
|
36
|
|
After 1 but within 5 years
|
1,227
|
|
1,262
|
|
967
|
|
967
|
|
||||
After 5 but within 10 years
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
After 10 years(1)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Total
|
$
|
1,869
|
|
$
|
1,907
|
|
$
|
1,027
|
|
$
|
1,003
|
|
All other(2)
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
After 1 but within 5 years
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
After 5 but within 10 years
|
6,177
|
|
6,180
|
|
2,535
|
|
2,539
|
|
||||
After 10 years(1)
|
14,610
|
|
14,564
|
|
16,221
|
|
16,113
|
|
||||
Total
|
$
|
20,787
|
|
$
|
20,744
|
|
$
|
18,756
|
|
$
|
18,652
|
|
Total debt securities HTM
|
$
|
75,841
|
|
$
|
77,317
|
|
$
|
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.
|
•
|
the length of time and the extent to which fair value has been below cost;
|
•
|
the severity of the impairment;
|
•
|
the cause of the impairment and the financial condition and near-term prospects of the issuer;
|
•
|
activity in the market of the issuer that may indicate adverse credit conditions; and
|
•
|
the Company’s ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery.
|
•
|
identification and evaluation of impaired investments;
|
•
|
analysis of individual positions that have fair values less than amortized cost, including consideration of the length of time the position 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 positions to qualify as having other-than-temporary impairment and those that would not support other-than-temporary impairment; and
|
•
|
documentation of the results of these analyses, as required under business policies.
|
•
|
the cause of the impairment and the financial condition and near-term prospects of the issuer, including any specific events that may influence the operations of the issuer;
|
•
|
the intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value; and
|
•
|
the length of time and extent to which fair value has been less than the carrying value.
|
|
Three Months Ended
September 30, 2019 |
Nine Months Ended
September 30, 2019 |
||||||||||||||||
In millions of dollars
|
AFS
|
HTM
|
Total
|
AFS(1)
|
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
|
13
|
|
—
|
|
13
|
|
18
|
|
—
|
|
18
|
|
||||||
Total OTTI losses recognized in earnings
|
$
|
13
|
|
$
|
—
|
|
$
|
13
|
|
$
|
18
|
|
$
|
—
|
|
$
|
18
|
|
|
Three Months Ended
September 30, 2018 |
Nine Months Ended
September 30, 2018 |
||||||||||||||||
In millions of dollars
|
AFS
|
HTM
|
Total
|
AFS(1)
|
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
|
70
|
|
—
|
|
70
|
|
109
|
|
—
|
|
109
|
|
||||||
Total impairment losses recognized in earnings
|
$
|
70
|
|
$
|
—
|
|
$
|
70
|
|
$
|
109
|
|
$
|
—
|
|
$
|
109
|
|
|
Cumulative OTTI credit losses recognized in earnings on debt securities still held
|
||||||||||||||
In millions of dollars
|
June 30, 2019 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 |
September 30, 2019 balance
|
||||||||||
AFS debt securities
|
|
|
|
|
|
||||||||||
Mortgage-backed securities(1)
|
$
|
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(2)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
State and municipal
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total OTTI credit losses recognized for HTM debt securities
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
Cumulative OTTI credit losses recognized in earnings on debt securities still held
|
||||||||||||||
In millions of dollars
|
June 30, 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 |
September 30, 2018 balance
|
||||||||||
AFS debt securities
|
|
|
|
|
|
||||||||||
Mortgage-backed securities(1)
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1
|
|
State and municipal
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Foreign government securities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Corporate
|
4
|
|
—
|
|
—
|
|
—
|
|
4
|
|
|||||
All other debt securities
|
2
|
|
—
|
|
—
|
|
—
|
|
2
|
|
|||||
Total OTTI credit losses recognized for AFS debt securities
|
$
|
7
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
7
|
|
HTM debt securities
|
|
|
|
|
|
||||||||||
Mortgage-backed securities(2)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
State and municipal
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total OTTI credit losses recognized for HTM debt securities
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
(1)
|
Primarily consists of Prime securities.
|
(2)
|
Primarily consists of Alt-A securities.
|
|
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 |
September 30, 2019 balance
|
||||||||||
AFS debt securities
|
|
|
|
|
|
||||||||||
Mortgage-backed securities(1)
|
$
|
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(2)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
State and municipal
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Total OTTI credit losses recognized for HTM debt securities
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
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 |
Changes due to
credit-impaired securities sold, transferred or matured(3) |
September 30, 2018 balance
|
||||||||||
AFS debt securities
|
|
|
|
|
|
||||||||||
Mortgage-backed securities(1)
|
$
|
38
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(37
|
)
|
$
|
1
|
|
State and municipal
|
4
|
|
—
|
|
—
|
|
(4
|
)
|
—
|
|
|||||
Foreign government securities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Corporate
|
4
|
|
—
|
|
—
|
|
—
|
|
4
|
|
|||||
All other debt securities
|
2
|
|
—
|
|
—
|
|
—
|
|
2
|
|
|||||
Total OTTI credit losses recognized for AFS debt securities
|
$
|
48
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(41
|
)
|
$
|
7
|
|
HTM debt securities
|
|
|
|
|
|
||||||||||
Mortgage-backed securities(2)
|
$
|
54
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(54
|
)
|
$
|
—
|
|
State and municipal
|
3
|
|
—
|
|
—
|
|
(3
|
)
|
—
|
|
|||||
Total OTTI credit losses recognized for HTM debt securities
|
$
|
57
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(57
|
)
|
$
|
—
|
|
(1)
|
Primarily consists of Prime securities.
|
(2)
|
Primarily consists of Alt-A securities.
|
(3)
|
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.
|
•
|
a significant deterioration in the earnings performance, credit rating, asset quality or business prospects of the investee;
|
•
|
a significant adverse change in the regulatory, economic or technological environment of the investee;
|
•
|
a significant adverse change in the general market condition of either the geographical area or the industry in which the investee operates;
|
•
|
a bona fide offer to purchase, an offer by the investee to sell or a completed auction process for the same or similar investment for an amount less than the carrying amount of that investment; and
|
•
|
factors that raise significant concerns about the investee’s ability to continue as a going concern, such as negative cash flows from operations, working capital deficiencies or noncompliance with statutory capital requirements or debt covenants.
|
In millions of dollars
|
September 30, 2019
|
December 31, 2018
|
||||
Measurement alternative:
|
|
|
||||
Carrying value
|
$
|
688
|
|
$
|
538
|
|
|
Three Months Ended
September 30,
|
Nine Months
Ended
September 30, |
||||||||||
In millions of dollars
|
2019
|
2018
|
2019
|
2018
|
||||||||
Measurement alternative:
|
|
|
|
|
|
|
||||||
Impairment losses(1)
|
$
|
1
|
|
$
|
—
|
|
$
|
9
|
|
$
|
4
|
|
Downward changes for observable prices(1)
|
4
|
|
14
|
|
16
|
|
18
|
|
||||
Upward changes for observable prices(1)
|
23
|
|
21
|
|
108
|
|
133
|
|
(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
|
September 30, 2019
|
||
Measurement alternative:
|
|
||
Impairment losses
|
$
|
16
|
|
Downward changes for observable prices
|
34
|
|
|
Upward changes for observable prices
|
327
|
|
|
Fair value
|
Unfunded
commitments |
Redemption frequency
(if currently eligible)
monthly, quarterly, annually
|
Redemption
notice
period
|
||||||||||
In millions of dollars
|
September 30,
2019 |
December 31, 2018
|
September 30,
2019 |
December 31, 2018
|
|
|
||||||||
Hedge funds
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Generally quarterly
|
10–95 days
|
Private equity funds(1)(2)
|
135
|
|
168
|
|
62
|
|
62
|
|
—
|
—
|
||||
Real estate funds(2)(3)
|
10
|
|
14
|
|
17
|
|
19
|
|
—
|
—
|
||||
Mutual/collective investment funds
|
24
|
|
25
|
|
—
|
|
—
|
|
—
|
—
|
||||
Total
|
$
|
169
|
|
$
|
207
|
|
$
|
79
|
|
$
|
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.
|
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(5)
|
|
|
|
|
|
|
|
||||||||||||||
Residential first mortgages(6)
|
$
|
45,126
|
|
$
|
409
|
|
$
|
215
|
|
$
|
587
|
|
$
|
46,337
|
|
$
|
558
|
|
$
|
371
|
|
Home equity loans(7)(8)
|
9,513
|
|
149
|
|
188
|
|
—
|
|
9,850
|
|
433
|
|
—
|
|
|||||||
Credit cards
|
138,009
|
|
1,743
|
|
1,730
|
|
—
|
|
141,482
|
|
—
|
|
1,730
|
|
|||||||
Installment and other
|
3,305
|
|
41
|
|
15
|
|
—
|
|
3,361
|
|
18
|
|
—
|
|
|||||||
Commercial banking loans
|
10,576
|
|
83
|
|
21
|
|
—
|
|
10,680
|
|
159
|
|
—
|
|
|||||||
Total
|
$
|
206,529
|
|
$
|
2,425
|
|
$
|
2,169
|
|
$
|
587
|
|
$
|
211,710
|
|
$
|
1,168
|
|
$
|
2,101
|
|
In offices outside North America(5)
|
|
|
|
|
|
|
|
||||||||||||||
Residential first mortgages(6)
|
$
|
36,289
|
|
$
|
219
|
|
$
|
136
|
|
$
|
—
|
|
$
|
36,644
|
|
$
|
392
|
|
$
|
—
|
|
Credit cards
|
23,542
|
|
410
|
|
348
|
|
—
|
|
24,300
|
|
288
|
|
231
|
|
|||||||
Installment and other
|
26,297
|
|
237
|
|
105
|
|
—
|
|
26,639
|
|
125
|
|
—
|
|
|||||||
Commercial banking loans
|
26,640
|
|
52
|
|
53
|
|
—
|
|
26,745
|
|
212
|
|
—
|
|
|||||||
Total
|
$
|
112,768
|
|
$
|
918
|
|
$
|
642
|
|
$
|
—
|
|
$
|
114,328
|
|
$
|
1,017
|
|
$
|
231
|
|
Total Citigroup(9)
|
$
|
319,297
|
|
$
|
3,343
|
|
$
|
2,811
|
|
$
|
587
|
|
$
|
326,038
|
|
$
|
2,185
|
|
$
|
2,332
|
|
(1)
|
Loans less than 30 days past due are presented as current.
|
(2)
|
Includes $18 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 $0.4 billion.
|
(5)
|
North America includes the U.S., Canada and Puerto Rico. Mexico is included in offices outside North America.
|
(6)
|
Includes approximately $0.1 billion of residential first mortgage loans in process of foreclosure.
|
(7)
|
Includes approximately $0.1 billion of home equity loans in process of foreclosure.
|
(8)
|
Fixed-rate home equity loans and loans extended under home equity lines of credit, which are typically in junior lien positions.
|
(9)
|
Consumer loans are net of unearned income of $745 million. Unearned income on consumer loans primarily represents unamortized origination fees and costs, premiums and discounts.
|
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(5)
|
|
|
|
|
|
|
|
||||||||||||||
Residential first mortgages(6)
|
$
|
45,953
|
|
$
|
420
|
|
$
|
253
|
|
$
|
786
|
|
$
|
47,412
|
|
$
|
583
|
|
$
|
549
|
|
Home equity loans(7)(8)
|
11,135
|
|
161
|
|
247
|
|
—
|
|
11,543
|
|
527
|
|
—
|
|
|||||||
Credit cards
|
141,106
|
|
1,687
|
|
1,764
|
|
—
|
|
144,557
|
|
—
|
|
1,764
|
|
|||||||
Installment and other
|
3,395
|
|
43
|
|
16
|
|
—
|
|
3,454
|
|
22
|
|
—
|
|
|||||||
Commercial banking loans
|
9,662
|
|
20
|
|
46
|
|
—
|
|
9,728
|
|
109
|
|
—
|
|
|||||||
Total
|
$
|
211,251
|
|
$
|
2,331
|
|
$
|
2,326
|
|
$
|
786
|
|
$
|
216,694
|
|
$
|
1,241
|
|
$
|
2,313
|
|
In offices outside North America(5)
|
|
|
|
|
|
|
|
||||||||||||||
Residential first mortgages(6)
|
$
|
35,624
|
|
$
|
203
|
|
$
|
145
|
|
$
|
—
|
|
$
|
35,972
|
|
$
|
383
|
|
$
|
—
|
|
Credit cards
|
24,131
|
|
425
|
|
370
|
|
—
|
|
24,926
|
|
312
|
|
235
|
|
|||||||
Installment and other
|
25,773
|
|
254
|
|
107
|
|
—
|
|
26,134
|
|
152
|
|
—
|
|
|||||||
Commercial banking loans
|
26,657
|
|
51
|
|
53
|
|
—
|
|
26,761
|
|
138
|
|
—
|
|
|||||||
Total
|
$
|
112,185
|
|
$
|
933
|
|
$
|
675
|
|
$
|
—
|
|
$
|
113,793
|
|
$
|
985
|
|
$
|
235
|
|
Total Citigroup(9)
|
$
|
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)
|
North America includes the U.S., Canada and Puerto Rico. Mexico is included in offices outside North America.
|
(6)
|
Includes approximately $0.1 billion of residential first mortgage loans in process of foreclosure.
|
(7)
|
Includes approximately $0.1 billion of home equity loans in process of foreclosure.
|
(8)
|
Fixed-rate home equity loans and loans extended under home equity lines of credit, which are typically in junior lien positions.
|
(9)
|
Consumer loans are net of unearned income of $708 million. Unearned income on consumer loans primarily represents unamortized origination fees and costs, premiums and discounts.
|
FICO score distribution in U.S. portfolio(1)(2)
|
September 30, 2019
|
||||||||
In millions of dollars
|
Less than
680 |
680 to 760
|
Greater
than 760 |
||||||
Residential first mortgages
|
$
|
3,924
|
|
$
|
13,484
|
|
$
|
25,671
|
|
Home equity loans
|
2,107
|
|
3,756
|
|
3,880
|
|
|||
Credit cards
|
32,350
|
|
57,837
|
|
49,110
|
|
|||
Installment and other
|
591
|
|
1,024
|
|
979
|
|
|||
Total
|
$
|
38,972
|
|
$
|
76,101
|
|
$
|
79,640
|
|
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.
|
LTV distribution in U.S. portfolio(1)(2)
|
September 30, 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
|
$
|
41,117
|
|
$
|
2,705
|
|
$
|
106
|
|
Home equity loans
|
8,574
|
|
902
|
|
267
|
|
|||
Total
|
$
|
49,691
|
|
$
|
3,607
|
|
$
|
373
|
|
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.
|
|
|
|
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||||||||||
|
Balance at September 30, 2019
|
2019
|
2018
|
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) |
Interest income
recognized(5) |
Interest income
recognized(5) |
||||||||||||||||
Mortgage and real estate
|
|
|
|
|
|
|
|
|
||||||||||||||||
Residential first mortgages
|
$
|
1,925
|
|
$
|
2,121
|
|
$
|
198
|
|
$
|
2,041
|
|
$
|
16
|
|
$
|
21
|
|
$
|
51
|
|
$
|
63
|
|
Home equity loans
|
632
|
|
887
|
|
120
|
|
660
|
|
2
|
|
2
|
|
6
|
|
10
|
|
||||||||
Credit cards
|
1,896
|
|
2,158
|
|
744
|
|
1,862
|
|
25
|
|
24
|
|
77
|
|
79
|
|
||||||||
Installment and other
|
|
|
|
|
|
|
|
|
||||||||||||||||
Individual installment and other
|
399
|
|
600
|
|
141
|
|
399
|
|
7
|
|
5
|
|
18
|
|
17
|
|
||||||||
Commercial banking
|
401
|
|
637
|
|
50
|
|
343
|
|
11
|
|
2
|
|
20
|
|
10
|
|
||||||||
Total
|
$
|
5,253
|
|
$
|
6,403
|
|
$
|
1,253
|
|
$
|
5,305
|
|
$
|
61
|
|
$
|
54
|
|
$
|
172
|
|
$
|
179
|
|
(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)
|
$415 million of residential first mortgages, $230 million of home equity loans and $9 million of commercial market loans do not have a specific allowance.
|
(4)
|
Average carrying value represents the average recorded investment ending balance for the last four quarters and does not include the related specific allowance.
|
|
Balance at 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.
|
|
For the Three Months Ended September 30, 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
|
175
|
|
$
|
26
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
—
|
%
|
Home equity loans
|
219
|
|
24
|
|
1
|
|
—
|
|
—
|
|
1
|
|
||||
Credit cards
|
66,925
|
|
296
|
|
—
|
|
—
|
|
—
|
|
17
|
|
||||
Installment and other revolving
|
499
|
|
4
|
|
—
|
|
—
|
|
—
|
|
6
|
|
||||
Commercial banking(6)
|
4
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
|
||||
Total(8)
|
67,822
|
|
$
|
350
|
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
|
|
International
|
|
|
|
|
|
|
||||||||||
Residential first mortgages
|
572
|
|
$
|
22
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
—
|
%
|
Credit cards
|
16,703
|
|
66
|
|
—
|
|
—
|
|
2
|
|
17
|
|
||||
Installment and other revolving
|
7,122
|
|
44
|
|
—
|
|
—
|
|
2
|
|
10
|
|
||||
Commercial banking(6)
|
126
|
|
21
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Total(8)
|
24,523
|
|
$
|
153
|
|
$
|
—
|
|
$
|
—
|
|
$
|
4
|
|
|
|
|
For the Three Months Ended September 30, 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
|
461
|
|
$
|
66
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
—
|
%
|
Home equity loans
|
261
|
|
26
|
|
1
|
|
—
|
|
—
|
|
1
|
|
||||
Credit cards
|
61,508
|
|
253
|
|
—
|
|
—
|
|
—
|
|
18
|
|
||||
Installment and other revolving
|
322
|
|
2
|
|
—
|
|
—
|
|
—
|
|
5
|
|
||||
Commercial banking(6)
|
11
|
|
3
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Total(8)
|
62,563
|
|
$
|
350
|
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
|
|
International
|
|
|
|
|
|
|
||||||||||
Residential first mortgages
|
660
|
|
$
|
22
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
—
|
%
|
Credit cards
|
18,413
|
|
77
|
|
—
|
|
—
|
|
2
|
|
17
|
|
||||
Installment and other revolving
|
6,421
|
|
34
|
|
—
|
|
—
|
|
2
|
|
10
|
|
||||
Commercial banking(6)
|
131
|
|
9
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Total(8)
|
25,625
|
|
$
|
142
|
|
$
|
—
|
|
$
|
—
|
|
$
|
4
|
|
|
|
(1)
|
Post-modification balances include past-due amounts that are capitalized at the modification date.
|
(2)
|
Post-modification balances in North America include $3 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 September 30, 2019. These amounts include $2 million of residential first mortgages and $2 million of home equity loans that were newly classified as TDRs in the three months ended September 30, 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 $10 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 September 30, 2018. These amounts include $7 million of residential first mortgages and $2 million of home equity loans that were newly classified as TDRs in the three months ended September 30, 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.
|
|
For the Nine Months Ended September 30, 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
|
805
|
|
$
|
120
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
—
|
%
|
Home equity loans
|
613
|
|
66
|
|
2
|
|
—
|
|
—
|
|
1
|
|
||||
Credit cards
|
202,453
|
|
874
|
|
—
|
|
—
|
|
—
|
|
17
|
|
||||
Installment and other revolving
|
1,190
|
|
10
|
|
—
|
|
—
|
|
—
|
|
6
|
|
||||
Commercial banking(6)
|
31
|
|
48
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Total(8)
|
205,092
|
|
$
|
1,118
|
|
$
|
2
|
|
$
|
—
|
|
$
|
—
|
|
|
|
International
|
|
|
|
|
|
|
||||||||||
Residential first mortgages
|
1,935
|
|
$
|
59
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
—
|
%
|
Credit cards
|
53,649
|
|
214
|
|
—
|
|
—
|
|
8
|
|
17
|
|
||||
Installment and other revolving
|
21,747
|
|
132
|
|
—
|
|
—
|
|
5
|
|
10
|
|
||||
Commercial banking(6)
|
314
|
|
63
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Total(8)
|
77,645
|
|
$
|
468
|
|
$
|
—
|
|
$
|
—
|
|
$
|
13
|
|
|
|
For the Nine Months Ended September 30, 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
|
1,544
|
|
$
|
233
|
|
$
|
2
|
|
$
|
—
|
|
$
|
—
|
|
—
|
%
|
Home equity loans
|
1,097
|
|
104
|
|
4
|
|
—
|
|
—
|
|
1
|
|
||||
Credit cards
|
180,170
|
|
717
|
|
—
|
|
—
|
|
—
|
|
18
|
|
||||
Installment and other revolving
|
956
|
|
7
|
|
—
|
|
—
|
|
—
|
|
5
|
|
||||
Commercial banking(6)
|
37
|
|
5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Total(8)
|
183,804
|
|
$
|
1,066
|
|
$
|
6
|
|
$
|
—
|
|
$
|
—
|
|
|
|
International
|
|
|
|
|
|
|
||||||||||
Residential first mortgages
|
1,833
|
|
$
|
62
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
—
|
%
|
Credit cards
|
59,589
|
|
249
|
|
—
|
|
—
|
|
7
|
|
16
|
|
||||
Installment and other revolving
|
22,918
|
|
136
|
|
—
|
|
—
|
|
6
|
|
10
|
|
||||
Commercial banking(6)
|
433
|
|
60
|
|
—
|
|
—
|
|
—
|
|
1
|
|
||||
Total(8)
|
84,773
|
|
$
|
507
|
|
$
|
—
|
|
$
|
—
|
|
$
|
13
|
|
|
|
(1)
|
Post-modification balances include past-due amounts that are capitalized at the modification date.
|
(2)
|
Post-modification balances in North America include $15 million of residential first mortgages and $6 million of home equity loans to borrowers who have gone through Chapter 7 bankruptcy in the nine months ended September 30, 2019. These amounts include $9 million of residential first mortgages and $5 million of home equity loans that were newly classified as TDRs in the nine months ended September 30, 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 $29 million of residential first mortgages and $10 million of home equity loans to borrowers who have gone through Chapter 7 bankruptcy in the nine months ended September 30, 2018. These amounts include $20 million of residential first mortgages and $9 million of home equity loans that were newly classified as TDRs in the nine months ended September 30, 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.
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
In millions of dollars
|
2019
|
2018
|
2019
|
2018
|
||||||||
North America
|
|
|
|
|
||||||||
Residential first mortgages
|
$
|
19
|
|
$
|
31
|
|
$
|
69
|
|
$
|
105
|
|
Home equity loans
|
4
|
|
5
|
|
11
|
|
21
|
|
||||
Credit cards
|
74
|
|
57
|
|
217
|
|
173
|
|
||||
Installment and other revolving
|
1
|
|
1
|
|
3
|
|
2
|
|
||||
Commercial banking
|
—
|
|
1
|
|
1
|
|
22
|
|
||||
Total
|
$
|
98
|
|
$
|
95
|
|
$
|
301
|
|
$
|
323
|
|
International
|
|
|
|
|
||||||||
Residential first mortgages
|
$
|
1
|
|
$
|
2
|
|
$
|
8
|
|
$
|
6
|
|
Credit cards
|
34
|
|
48
|
|
109
|
|
156
|
|
||||
Installment and other revolving
|
18
|
|
18
|
|
54
|
|
62
|
|
||||
Commercial banking
|
3
|
|
7
|
|
5
|
|
17
|
|
||||
Total
|
$
|
56
|
|
$
|
75
|
|
$
|
176
|
|
$
|
241
|
|
In millions of dollars
|
September 30,
2019 |
December 31,
2018 |
||||
In North America offices(1)
|
|
|
||||
Commercial and industrial
|
$
|
49,475
|
|
$
|
52,063
|
|
Financial institutions
|
52,678
|
|
48,447
|
|
||
Mortgage and real estate(2)
|
52,972
|
|
50,124
|
|
||
Installment, revolving credit and other
|
31,303
|
|
32,425
|
|
||
Lease financing
|
1,314
|
|
1,429
|
|
||
Total
|
$
|
187,742
|
|
$
|
184,488
|
|
In offices outside North America(1)
|
|
|
||||
Commercial and industrial
|
$
|
102,432
|
|
$
|
94,701
|
|
Financial institutions
|
37,908
|
|
36,837
|
|
||
Mortgage and real estate(2)
|
7,811
|
|
7,376
|
|
||
Installment, revolving credit and other
|
26,774
|
|
25,684
|
|
||
Lease financing
|
80
|
|
103
|
|
||
Governments and official institutions
|
2,958
|
|
4,520
|
|
||
Total
|
$
|
177,963
|
|
$
|
169,221
|
|
Corporate loans, net of unearned income(3)
|
$
|
365,705
|
|
$
|
353,709
|
|
(1)
|
North America includes the U.S., Canada and Puerto Rico. Mexico is included in offices outside North America.
|
(2)
|
Loans secured primarily by real estate.
|
(3)
|
Corporate loans are net of unearned income of ($780) million and ($822) million at September 30, 2019 and December 31, 2018, respectively. Unearned income on corporate loans primarily represents interest received in advance, but not yet earned, on loans originated on a discounted basis.
|
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
|
$
|
668
|
|
$
|
24
|
|
$
|
692
|
|
$
|
1,232
|
|
$
|
148,162
|
|
$
|
150,086
|
|
Financial institutions
|
559
|
|
175
|
|
734
|
|
36
|
|
87,760
|
|
88,530
|
|
||||||
Mortgage and real estate
|
316
|
|
4
|
|
320
|
|
171
|
|
60,288
|
|
60,779
|
|
||||||
Lease financing
|
7
|
|
9
|
|
16
|
|
—
|
|
1,378
|
|
1,394
|
|
||||||
Other
|
113
|
|
33
|
|
146
|
|
88
|
|
60,844
|
|
61,078
|
|
||||||
Loans at fair value
|
|
|
|
|
|
3,838
|
|
|||||||||||
Total
|
$
|
1,663
|
|
$
|
245
|
|
$
|
1,908
|
|
$
|
1,527
|
|
$
|
358,432
|
|
$
|
365,705
|
|
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
|
|
||||||
Lease financing
|
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 and/or principal is doubtful.
|
(3)
|
Loans less than 30 days past due are presented as current.
|
(4)
|
Total loans include loans at fair value, which are not included in the various delinquency columns.
|
|
Recorded investment in loans(1)
|
|||||
In millions of dollars
|
September 30,
2019 |
December 31,
2018 |
||||
Investment grade(2)
|
|
|
||||
Commercial and industrial
|
$
|
104,958
|
|
$
|
102,722
|
|
Financial institutions
|
77,077
|
|
73,080
|
|
||
Mortgage and real estate
|
27,514
|
|
25,855
|
|
||
Lease financing
|
1,148
|
|
1,036
|
|
||
Other
|
53,287
|
|
57,299
|
|
||
Total investment grade
|
$
|
263,984
|
|
$
|
259,992
|
|
Non-investment grade(2)
|
|
|
||||
Accrual
|
|
|
||||
Commercial and industrial
|
$
|
43,896
|
|
$
|
41,645
|
|
Financial institutions
|
11,417
|
|
10,686
|
|
||
Mortgage and real estate
|
2,899
|
|
3,793
|
|
||
Lease financing
|
246
|
|
496
|
|
||
Other
|
7,703
|
|
4,981
|
|
||
Non-accrual
|
|
|
||||
Commercial and industrial
|
1,232
|
|
919
|
|
||
Financial institutions
|
36
|
|
102
|
|
||
Mortgage and real estate
|
171
|
|
215
|
|
||
Lease financing
|
—
|
|
—
|
|
||
Other
|
88
|
|
75
|
|
||
Total non-investment grade
|
$
|
67,688
|
|
$
|
62,912
|
|
Non-rated private bank loans managed on a delinquency basis(2)
|
$
|
30,195
|
|
$
|
27,602
|
|
Loans at fair value
|
3,838
|
|
3,203
|
|
||
Corporate loans, net of unearned income
|
$
|
365,705
|
|
$
|
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.
|
|
September 30, 2019
|
Three Months Ended
September 30, 2019 |
Nine Months Ended
September 30, 2019 |
|||||||||||||||
In millions of dollars
|
Recorded
investment(1)
|
Unpaid
principal balance
|
Related specific
allowance
|
Average
carrying
value(2)
|
Interest
income recognized(3)
|
Interest income recognized(3)
|
||||||||||||
Non-accrual corporate loans
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
1,232
|
|
$
|
1,504
|
|
$
|
127
|
|
$
|
1,098
|
|
$
|
1
|
|
$
|
16
|
|
Financial institutions
|
36
|
|
59
|
|
9
|
|
67
|
|
—
|
|
—
|
|
||||||
Mortgage and real estate
|
171
|
|
379
|
|
10
|
|
193
|
|
—
|
|
—
|
|
||||||
Lease financing
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Other
|
88
|
|
197
|
|
38
|
|
75
|
|
7
|
|
7
|
|
||||||
Total non-accrual corporate loans
|
$
|
1,527
|
|
$
|
2,139
|
|
$
|
184
|
|
$
|
1,433
|
|
$
|
8
|
|
$
|
23
|
|
|
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
|
|
|
September 30, 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
|
$
|
622
|
|
$
|
127
|
|
$
|
603
|
|
$
|
183
|
|
Financial institutions
|
10
|
|
9
|
|
76
|
|
35
|
|
||||
Mortgage and real estate
|
45
|
|
10
|
|
100
|
|
39
|
|
||||
Lease financing
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Other
|
79
|
|
38
|
|
24
|
|
6
|
|
||||
Total non-accrual corporate loans with specific allowance
|
$
|
756
|
|
$
|
184
|
|
$
|
803
|
|
$
|
263
|
|
Non-accrual corporate loans without specific allowance
|
|
|
|
|
||||||||
Commercial and industrial
|
$
|
610
|
|
|
|
$
|
316
|
|
|
|
||
Financial institutions
|
26
|
|
|
|
26
|
|
|
|
||||
Mortgage and real estate
|
126
|
|
|
|
115
|
|
|
|
||||
Lease financing
|
—
|
|
|
|
—
|
|
|
|
||||
Other
|
9
|
|
|
|
51
|
|
|
|
||||
Total non-accrual corporate loans without specific allowance
|
$
|
771
|
|
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 and nine months ended September 30, 2018 was $8 million and $25 million, respectively.
|
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
|
$
|
24
|
|
$
|
—
|
|
$
|
—
|
|
$
|
24
|
|
Mortgage and real estate
|
3
|
|
—
|
|
—
|
|
3
|
|
||||
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Total
|
$
|
27
|
|
$
|
—
|
|
$
|
—
|
|
$
|
27
|
|
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
|
$
|
62
|
|
$
|
1
|
|
$
|
4
|
|
$
|
57
|
|
Mortgage and real estate
|
3
|
|
—
|
|
—
|
|
3
|
|
||||
Total
|
$
|
65
|
|
$
|
1
|
|
$
|
4
|
|
$
|
60
|
|
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
|
$
|
82
|
|
$
|
19
|
|
$
|
—
|
|
$
|
63
|
|
Mortgage and real estate
|
10
|
|
—
|
|
—
|
|
10
|
|
||||
Other
|
6
|
|
6
|
|
—
|
|
—
|
|
||||
Total
|
$
|
98
|
|
$
|
25
|
|
$
|
—
|
|
$
|
73
|
|
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
|
$
|
103
|
|
$
|
5
|
|
$
|
8
|
|
$
|
90
|
|
Mortgage and real estate
|
6
|
|
—
|
|
—
|
|
6
|
|
||||
Total
|
$
|
109
|
|
$
|
5
|
|
$
|
8
|
|
$
|
96
|
|
(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.
|
|
|
TDR loans in payment default
|
|
TDR loans in payment default
|
||||||||||||||
In millions of dollars
|
TDR balances at September 30, 2019
|
Three Months Ended
September 30, 2019
|
Nine Months Ended
September 30, 2019
|
TDR balances at
September 30, 2018
|
Three Months Ended
September 30, 2018
|
Nine Months Ended
September 30, 2018 |
||||||||||||
Commercial and industrial
|
$
|
398
|
|
$
|
—
|
|
$
|
19
|
|
$
|
480
|
|
$
|
—
|
|
$
|
70
|
|
Financial institutions
|
9
|
|
—
|
|
—
|
|
21
|
|
—
|
|
—
|
|
||||||
Mortgage and real estate
|
75
|
|
—
|
|
—
|
|
71
|
|
—
|
|
—
|
|
||||||
Other
|
4
|
|
—
|
|
—
|
|
42
|
|
—
|
|
—
|
|
||||||
Total(1)
|
$
|
486
|
|
$
|
—
|
|
$
|
19
|
|
$
|
614
|
|
$
|
—
|
|
$
|
70
|
|
(1)
|
The above table reflects activity for loans outstanding that were considered TDRs as of the end of the reporting period.
|
|
Three Months Ended September 30,
|
Nine Months Ended
September 30, |
||||||||||
In millions of dollars
|
2019
|
2018
|
2019
|
2018
|
||||||||
Allowance for loan losses at beginning of period
|
$
|
12,466
|
|
$
|
12,126
|
|
$
|
12,315
|
|
$
|
12,355
|
|
Gross credit losses
|
(2,281
|
)
|
(2,094
|
)
|
(6,980
|
)
|
(6,499
|
)
|
||||
Gross recoveries(1)
|
368
|
|
338
|
|
1,156
|
|
1,172
|
|
||||
Net credit losses (NCLs)
|
$
|
(1,913
|
)
|
$
|
(1,756
|
)
|
$
|
(5,824
|
)
|
$
|
(5,327
|
)
|
NCLs
|
$
|
1,913
|
|
$
|
1,756
|
|
$
|
5,824
|
|
$
|
5,327
|
|
Net reserve builds (releases)
|
132
|
|
169
|
|
252
|
|
302
|
|
||||
Net specific reserve builds (releases)
|
17
|
|
(19
|
)
|
19
|
|
(125
|
)
|
||||
Total provision for loan losses
|
$
|
2,062
|
|
$
|
1,906
|
|
$
|
6,095
|
|
$
|
5,504
|
|
Other, net (see table below)
|
(85
|
)
|
60
|
|
(56
|
)
|
(196
|
)
|
||||
Allowance for loan losses at end of period
|
$
|
12,530
|
|
$
|
12,336
|
|
$
|
12,530
|
|
$
|
12,336
|
|
Allowance for credit losses on unfunded lending commitments at beginning of period
|
$
|
1,376
|
|
$
|
1,278
|
|
$
|
1,367
|
|
$
|
1,258
|
|
Provision (release) for unfunded lending commitments
|
9
|
|
42
|
|
18
|
|
66
|
|
||||
Other, net
|
—
|
|
1
|
|
—
|
|
(3
|
)
|
||||
Allowance for credit losses on unfunded lending commitments at end of period(2)
|
$
|
1,385
|
|
$
|
1,321
|
|
$
|
1,385
|
|
$
|
1,321
|
|
Total allowance for loans, leases and unfunded lending commitments
|
$
|
13,915
|
|
$
|
13,657
|
|
$
|
13,915
|
|
$
|
13,657
|
|
(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 September 30,
|
Nine Months Ended
September 30, |
||||||||||
In millions of dollars
|
2019
|
2018
|
2019
|
2018
|
||||||||
Sales or transfers of various consumer loan portfolios to HFS
|
|
|
|
|
||||||||
Transfer of real estate loan portfolios
|
$
|
(5
|
)
|
$
|
(2
|
)
|
$
|
(9
|
)
|
$
|
(88
|
)
|
Transfer of other loan portfolios
|
—
|
|
(3
|
)
|
—
|
|
(109
|
)
|
||||
Sales or transfers of various consumer loan portfolios to HFS
|
$
|
(5
|
)
|
$
|
(5
|
)
|
$
|
(9
|
)
|
$
|
(197
|
)
|
FX translation, consumer
|
(65
|
)
|
62
|
|
(26
|
)
|
16
|
|
||||
Other
|
(15
|
)
|
3
|
|
(21
|
)
|
(15
|
)
|
||||
Other, net
|
$
|
(85
|
)
|
$
|
60
|
|
$
|
(56
|
)
|
$
|
(196
|
)
|
|
Three Months Ended
|
|||||||||||||||||
|
September 30, 2019
|
September 30, 2018
|
||||||||||||||||
In millions of dollars
|
Corporate
|
Consumer
|
Total
|
Corporate
|
Consumer
|
Total
|
||||||||||||
Allowance for loan losses at beginning of period
|
$
|
2,353
|
|
$
|
10,113
|
|
$
|
12,466
|
|
$
|
2,330
|
|
$
|
9,796
|
|
$
|
12,126
|
|
Charge-offs
|
(107
|
)
|
(2,174
|
)
|
(2,281
|
)
|
(36
|
)
|
(2,058
|
)
|
(2,094
|
)
|
||||||
Recoveries
|
18
|
|
350
|
|
368
|
|
6
|
|
332
|
|
338
|
|
||||||
Replenishment of net charge-offs
|
89
|
|
1,824
|
|
1,913
|
|
30
|
|
1,726
|
|
1,756
|
|
||||||
Net reserve builds (releases)
|
11
|
|
121
|
|
132
|
|
34
|
|
135
|
|
169
|
|
||||||
Net specific reserve builds (releases)
|
(17
|
)
|
34
|
|
17
|
|
(27
|
)
|
8
|
|
(19
|
)
|
||||||
Other
|
(16
|
)
|
(69
|
)
|
(85
|
)
|
2
|
|
58
|
|
60
|
|
||||||
Ending balance
|
$
|
2,331
|
|
$
|
10,199
|
|
$
|
12,530
|
|
$
|
2,339
|
|
$
|
9,997
|
|
$
|
12,336
|
|
|
Nine Months Ended
|
|||||||||||||||||
|
September 30, 2019
|
September 30, 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
|
(263
|
)
|
(6,717
|
)
|
(6,980
|
)
|
(195
|
)
|
(6,304
|
)
|
(6,499
|
)
|
||||||
Recoveries
|
48
|
|
1,108
|
|
1,156
|
|
71
|
|
1,101
|
|
1,172
|
|
||||||
Replenishment of net charge-offs
|
215
|
|
5,609
|
|
5,824
|
|
124
|
|
5,203
|
|
5,327
|
|
||||||
Net reserve builds (releases)
|
56
|
|
196
|
|
252
|
|
(15
|
)
|
317
|
|
302
|
|
||||||
Net specific reserve builds (releases)
|
(69
|
)
|
88
|
|
19
|
|
(119
|
)
|
(6
|
)
|
(125
|
)
|
||||||
Other
|
(21
|
)
|
(35
|
)
|
(56
|
)
|
(13
|
)
|
(183
|
)
|
(196
|
)
|
||||||
Ending balance
|
$
|
2,331
|
|
$
|
10,199
|
|
$
|
12,530
|
|
$
|
2,339
|
|
$
|
9,997
|
|
$
|
12,336
|
|
|
September 30, 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
|
$
|
2,149
|
|
$
|
8,945
|
|
$
|
11,094
|
|
$
|
2,102
|
|
$
|
8,770
|
|
$
|
10,872
|
|
Individually evaluated in accordance with ASC 310-10-35
|
182
|
|
1,253
|
|
1,435
|
|
263
|
|
1,178
|
|
1,441
|
|
||||||
Purchased credit impaired in accordance with ASC 310-30
|
—
|
|
1
|
|
1
|
|
—
|
|
2
|
|
2
|
|
||||||
Total allowance for loan losses
|
$
|
2,331
|
|
$
|
10,199
|
|
$
|
12,530
|
|
$
|
2,365
|
|
$
|
9,950
|
|
$
|
12,315
|
|
Loans, net of unearned income
|
|
|
|
|
|
|
||||||||||||
Collectively evaluated in accordance with ASC 450
|
$
|
360,455
|
|
$
|
320,650
|
|
$
|
681,105
|
|
$
|
349,292
|
|
$
|
325,055
|
|
$
|
674,347
|
|
Individually evaluated in accordance with ASC 310-10-35
|
1,412
|
|
5,253
|
|
6,665
|
|
1,214
|
|
5,284
|
|
6,498
|
|
||||||
Purchased credit impaired in accordance with ASC 310-30
|
—
|
|
117
|
|
117
|
|
—
|
|
128
|
|
128
|
|
||||||
Held at fair value
|
3,838
|
|
18
|
|
3,856
|
|
3,203
|
|
20
|
|
3,223
|
|
||||||
Total loans, net of unearned income
|
$
|
365,705
|
|
$
|
326,038
|
|
$
|
691,743
|
|
$
|
353,709
|
|
$
|
330,487
|
|
$
|
684,196
|
|
In millions of dollars
|
Global Consumer Banking
|
Institutional Clients Group
|
Total
|
||||||
Balance at December 31, 2018
|
$
|
12,743
|
|
$
|
9,303
|
|
$
|
22,046
|
|
Foreign currency translation
|
—
|
|
(9
|
)
|
(9
|
)
|
|||
Balance at March 31, 2019
|
$
|
12,743
|
|
$
|
9,294
|
|
$
|
22,037
|
|
Foreign currency translation
|
(15
|
)
|
43
|
|
28
|
|
|||
Balance at June 30, 2019
|
$
|
12,728
|
|
$
|
9,337
|
|
$
|
22,065
|
|
Foreign currency translation
|
(77
|
)
|
(166
|
)
|
(243
|
)
|
|||
Balance at September 30, 2019
|
$
|
12,651
|
|
$
|
9,171
|
|
$
|
21,822
|
|
|
September 30, 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
|
$
|
5,662
|
|
$
|
4,008
|
|
$
|
1,654
|
|
$
|
5,733
|
|
$
|
3,936
|
|
$
|
1,797
|
|
Credit card contract-related intangibles(1)
|
5,316
|
|
2,983
|
|
2,333
|
|
5,225
|
|
2,791
|
|
2,434
|
|
||||||
Core deposit intangibles
|
416
|
|
415
|
|
1
|
|
419
|
|
415
|
|
4
|
|
||||||
Other customer relationships
|
463
|
|
306
|
|
157
|
|
470
|
|
299
|
|
171
|
|
||||||
Present value of future profits
|
32
|
|
29
|
|
3
|
|
32
|
|
29
|
|
3
|
|
||||||
Indefinite-lived intangible assets
|
216
|
|
—
|
|
216
|
|
218
|
|
—
|
|
218
|
|
||||||
Other
|
81
|
|
73
|
|
8
|
|
84
|
|
75
|
|
9
|
|
||||||
Intangible assets (excluding MSRs)
|
$
|
12,186
|
|
$
|
7,814
|
|
$
|
4,372
|
|
$
|
12,181
|
|
$
|
7,545
|
|
$
|
4,636
|
|
Mortgage servicing rights (MSRs)(2)
|
472
|
|
—
|
|
472
|
|
584
|
|
—
|
|
584
|
|
||||||
Total intangible assets
|
$
|
12,658
|
|
$
|
7,814
|
|
$
|
4,844
|
|
$
|
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 September 30, 2019 and December 31, 2018.
|
(2)
|
For additional information on Citi’s MSRs, see Note 18 to the Consolidated Financial Statements.
|
|
Net carrying
amount at |
|
|
|
|
Net carrying
amount at
|
||||||||||||
In millions of dollars
|
December 31,
2018 |
Acquisitions/
divestitures
|
Amortization
|
Impairments
|
FX translation and other
|
September 30,
2019 |
||||||||||||
Purchased credit card relationships(1)
|
$
|
1,797
|
|
$
|
—
|
|
$
|
(142
|
)
|
$
|
—
|
|
$
|
(1
|
)
|
$
|
1,654
|
|
Credit card contract-related intangibles(2)
|
2,434
|
|
—
|
|
(252
|
)
|
—
|
|
151
|
|
2,333
|
|
||||||
Core deposit intangibles
|
4
|
|
—
|
|
(4
|
)
|
—
|
|
1
|
|
1
|
|
||||||
Other customer relationships
|
171
|
|
—
|
|
(18
|
)
|
—
|
|
4
|
|
157
|
|
||||||
Present value of future profits
|
3
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3
|
|
||||||
Indefinite-lived intangible assets
|
218
|
|
—
|
|
—
|
|
1
|
|
(3
|
)
|
216
|
|
||||||
Other
|
9
|
|
—
|
|
(8
|
)
|
—
|
|
7
|
|
8
|
|
||||||
Intangible assets (excluding MSRs)
|
$
|
4,636
|
|
$
|
—
|
|
$
|
(424
|
)
|
$
|
1
|
|
$
|
159
|
|
$
|
4,372
|
|
Mortgage servicing rights (MSRs)(3)
|
584
|
|
|
|
|
|
472
|
|
||||||||||
Total intangible assets
|
$
|
5,220
|
|
|
|
|
|
$
|
4,844
|
|
(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.
|
(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 September 30, 2019 and December 31, 2018.
|
(3)
|
For additional information on Citi’s MSRs, including the rollforward for the nine months ended September 30, 2019, see Note 18 to the Consolidated Financial Statements.
|
In millions of dollars
|
September 30,
2019 |
December 31,
2018 |
||||
Commercial paper
|
|
|
||||
Bank(1)
|
$
|
10,036
|
|
$
|
13,238
|
|
Broker-dealer and other(2)
|
4,647
|
|
—
|
|
||
Total commercial paper
|
$
|
14,683
|
|
$
|
13,238
|
|
Other borrowings(3)
|
20,547
|
|
19,108
|
|
||
Total
|
$
|
35,230
|
|
$
|
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 September 30, 2019 and December 31, 2018, collateralized short-term advances from the Federal Home Loan Banks were $9.5 billion and $9.5 billion, respectively.
|
In millions of dollars
|
September 30,
2019 |
December 31, 2018
|
||||
Citigroup Inc.(1)
|
$
|
145,342
|
|
$
|
143,767
|
|
Bank(2)
|
54,896
|
|
61,237
|
|
||
Broker-dealer and other(3)
|
42,000
|
|
26,995
|
|
||
Total
|
$
|
242,238
|
|
$
|
231,999
|
|
(1)
|
Represents the parent holding company.
|
(2)
|
Represents Citibank entities as well as other bank entities. At September 30, 2019 and December 31, 2018, collateralized long-term advances from the Federal Home Loan Banks were $5.5 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.
|
|
|
|
|
|
|
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
|
|
123
|
|
3 mo LIBOR + 88.75 bps
|
|
50
|
|
123
|
|
Jun. 28, 2067
|
Jun. 28, 2017
|
||
Total obligated
|
|
|
|
$
|
2,563
|
|
|
|
$
|
2,569
|
|
|
|
(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.
|
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, June 30, 2019
|
$
|
(412
|
)
|
$
|
(376
|
)
|
$
|
75
|
|
$
|
(6,574
|
)
|
$
|
(27,921
|
)
|
$
|
5
|
|
$
|
(35,203
|
)
|
Other comprehensive income before reclassifications
|
566
|
|
215
|
|
172
|
|
(300
|
)
|
(1,442
|
)
|
(10
|
)
|
(799
|
)
|
|||||||
Increase (decrease) due to amounts reclassified from AOCI
|
(259
|
)
|
(5
|
)
|
81
|
|
50
|
|
—
|
|
—
|
|
(133
|
)
|
|||||||
Change, net of taxes
|
$
|
307
|
|
$
|
210
|
|
$
|
253
|
|
$
|
(250
|
)
|
$
|
(1,442
|
)
|
$
|
(10
|
)
|
$
|
(932
|
)
|
Balance at September 30, 2019
|
$
|
(105
|
)
|
$
|
(166
|
)
|
$
|
328
|
|
$
|
(6,824
|
)
|
$
|
(29,363
|
)
|
$
|
(5
|
)
|
$
|
(36,135
|
)
|
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
|
2,842
|
|
(374
|
)
|
772
|
|
(715
|
)
|
(1,293
|
)
|
52
|
|
1,284
|
|
|||||||
Increase (decrease) due to amounts reclassified from AOCI
|
(697
|
)
|
16
|
|
284
|
|
148
|
|
—
|
|
—
|
|
(249
|
)
|
|||||||
Change, net of taxes
|
$
|
2,145
|
|
$
|
(358
|
)
|
$
|
1,056
|
|
$
|
(567
|
)
|
$
|
(1,293
|
)
|
$
|
52
|
|
$
|
1,035
|
|
Balance at September 30, 2019
|
$
|
(105
|
)
|
$
|
(166
|
)
|
$
|
328
|
|
$
|
(6,824
|
)
|
$
|
(29,363
|
)
|
$
|
(5
|
)
|
$
|
(36,135
|
)
|
In millions of dollars
|
Net
unrealized gains (losses) on investment securities |
Debt valuation adjustment (DVA)(1)
|
Cash flow hedges(2)
|
Benefit plans(3)
|
Foreign
currency translation adjustment (CTA), net of hedges(4) |
Excluded component of fair value hedges(5)
|
Accumulated
other comprehensive income (loss) |
||||||||||||||
Balance, June 30, 2018
|
$
|
(2,717
|
)
|
$
|
(475
|
)
|
$
|
(1,021
|
)
|
$
|
(5,794
|
)
|
$
|
(27,455
|
)
|
$
|
(32
|
)
|
$
|
(37,494
|
)
|
Other comprehensive income before reclassifications
|
(603
|
)
|
(294
|
)
|
(114
|
)
|
(14
|
)
|
(221
|
)
|
10
|
|
(1,236
|
)
|
|||||||
Increase (decrease) due to amounts reclassified from AOCI
|
(2
|
)
|
7
|
|
40
|
|
40
|
|
—
|
|
—
|
|
85
|
|
|||||||
Change, net of taxes
|
$
|
(605
|
)
|
$
|
(287
|
)
|
$
|
(74
|
)
|
$
|
26
|
|
$
|
(221
|
)
|
$
|
10
|
|
$
|
(1,151
|
)
|
Balance at September 30, 2018
|
$
|
(3,322
|
)
|
$
|
(762
|
)
|
$
|
(1,095
|
)
|
$
|
(5,768
|
)
|
$
|
(27,676
|
)
|
$
|
(22
|
)
|
$
|
(38,645
|
)
|
In millions of dollars
|
Net
unrealized gains (losses) on investment securities |
Debt valuation adjustment (DVA)(1)
|
Cash flow hedges(2)
|
Benefit plans(3)
|
Foreign
currency translation adjustment (CTA), net of hedges(4) |
Excluded component of fair value hedges(5)
|
Accumulated
other comprehensive income (loss) |
||||||||||||||
Balance, December 31, 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
|
(1,984
|
)
|
123
|
|
(512
|
)
|
288
|
|
(1,968
|
)
|
(22
|
)
|
(4,075
|
)
|
|||||||
Increase (decrease) due to amounts reclassified from AOCI
|
(177
|
)
|
36
|
|
115
|
|
127
|
|
—
|
|
—
|
|
101
|
|
|||||||
Change, net of taxes
|
$
|
(2,161
|
)
|
$
|
159
|
|
$
|
(397
|
)
|
$
|
415
|
|
$
|
(1,968
|
)
|
$
|
(22
|
)
|
$
|
(3,974
|
)
|
Balance at September 30, 2018
|
$
|
(3,322
|
)
|
$
|
(762
|
)
|
$
|
(1,095
|
)
|
$
|
(5,768
|
)
|
$
|
(27,676
|
)
|
$
|
(22
|
)
|
$
|
(38,645
|
)
|
(1)
|
Changes in DVA are reflected as a component of AOCI, pursuant to the adoption of 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, Brazilian real, Euro, Korean won and Chilean peso against the U.S. dollar and changes in related tax effects and hedges for the three months ended September 30, 2019. Primarily reflects the movements in (by order of impact) the Korean won, Euro, Brazilian real, Mexican peso, and Indian rupee against the U.S. dollar and changes in related tax effects and hedges for the nine months ended September 30, 2019. Primarily reflects the movements in (by order of impact) the Indian rupee, Chinese yuan renminbi, Turkish lira and Brazilian real against the U.S. dollar and changes in related tax effects and hedges for the three months ended September 30, 2018. Primarily reflects the movements in (by order of impact) the Brazilian real, Indian rupee, Australian dollar and Argentine peso against the U.S. dollar and changes in related tax effects and hedges for the nine months ended September 30, 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.
|
In millions of dollars
|
Pretax
|
Tax effect
|
After-tax
|
||||||
Balance, June 30, 2019
|
$
|
(41,472
|
)
|
$
|
6,269
|
|
$
|
(35,203
|
)
|
Change in net unrealized gains (losses) on debt securities
|
419
|
|
(112
|
)
|
307
|
|
|||
Debt valuation adjustment (DVA)
|
273
|
|
(63
|
)
|
210
|
|
|||
Cash flow hedges
|
333
|
|
(80
|
)
|
253
|
|
|||
Benefit plans
|
(356
|
)
|
106
|
|
(250
|
)
|
|||
Foreign currency translation adjustment
|
(1,442
|
)
|
—
|
|
(1,442
|
)
|
|||
Excluded component of fair value hedges
|
(10
|
)
|
—
|
|
(10
|
)
|
|||
Change
|
$
|
(783
|
)
|
$
|
(149
|
)
|
$
|
(932
|
)
|
Balance at September 30, 2019
|
$
|
(42,255
|
)
|
$
|
6,120
|
|
$
|
(36,135
|
)
|
In millions of dollars
|
Pretax
|
Tax effect
|
After-tax
|
||||||
Balance, December 31, 2018
|
$
|
(44,082
|
)
|
$
|
6,912
|
|
$
|
(37,170
|
)
|
Change in net unrealized gains (losses) on debt securities
|
2,855
|
|
(710
|
)
|
2,145
|
|
|||
Debt valuation adjustment (DVA)
|
(449
|
)
|
91
|
|
(358
|
)
|
|||
Cash flow hedges
|
1,391
|
|
(335
|
)
|
1,056
|
|
|||
Benefit plans
|
(753
|
)
|
186
|
|
(567
|
)
|
|||
Foreign currency translation adjustment
|
(1,290
|
)
|
(3
|
)
|
(1,293
|
)
|
|||
Excluded component of fair value hedges
|
73
|
|
(21
|
)
|
52
|
|
|||
Change
|
$
|
1,827
|
|
$
|
(792
|
)
|
$
|
1,035
|
|
Balance at September 30, 2019
|
$
|
(42,255
|
)
|
$
|
6,120
|
|
$
|
(36,135
|
)
|
In millions of dollars
|
Pretax
|
Tax effect(1)
|
After-tax
|
||||||
Balance, June 30, 2018
|
$
|
(44,407
|
)
|
$
|
6,913
|
|
$
|
(37,494
|
)
|
Change in net unrealized gains (losses) on debt securities
|
(810
|
)
|
205
|
|
(605
|
)
|
|||
Debt valuation adjustment (DVA)
|
(377
|
)
|
90
|
|
(287
|
)
|
|||
Cash flow hedges
|
(97
|
)
|
23
|
|
(74
|
)
|
|||
Benefit plans
|
55
|
|
(29
|
)
|
26
|
|
|||
Foreign currency translation adjustment
|
(192
|
)
|
(29
|
)
|
(221
|
)
|
|||
Excluded component of fair value hedges
|
13
|
|
(3
|
)
|
10
|
|
|||
Change
|
$
|
(1,408
|
)
|
$
|
257
|
|
$
|
(1,151
|
)
|
Balance at September 30, 2018
|
$
|
(45,815
|
)
|
$
|
7,170
|
|
$
|
(38,645
|
)
|
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
|
(2,861
|
)
|
700
|
|
(2,161
|
)
|
|||
Debt valuation adjustment (DVA)
|
208
|
|
(49
|
)
|
159
|
|
|||
Cash flow hedges
|
(519
|
)
|
122
|
|
(397
|
)
|
|||
Benefit plans
|
549
|
|
(134
|
)
|
415
|
|
|||
Foreign currency translation adjustment
|
(1,931
|
)
|
(37
|
)
|
(1,968
|
)
|
|||
Excluded component of fair value hedges
|
(29
|
)
|
7
|
|
(22
|
)
|
|||
Change
|
$
|
(4,583
|
)
|
$
|
609
|
|
$
|
(3,974
|
)
|
Balance at September 30, 2018
|
$
|
(45,815
|
)
|
$
|
7,170
|
|
$
|
(38,645
|
)
|
(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.
|
|
Increase (decrease) in AOCI due to
amounts reclassified to
Consolidated Statement of Income
|
|||||
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||
In millions of dollars
|
2019
|
2019
|
||||
Realized (gains) losses on sales of investments
|
$
|
(361
|
)
|
$
|
(959
|
)
|
Gross impairment losses
|
13
|
|
18
|
|
||
Subtotal, pretax
|
$
|
(348
|
)
|
$
|
(941
|
)
|
Tax effect
|
89
|
|
244
|
|
||
Net realized (gains) losses on investments after-tax(1)
|
$
|
(259
|
)
|
$
|
(697
|
)
|
Realized DVA (gains) losses on fair value option liabilities
|
$
|
(6
|
)
|
$
|
21
|
|
Subtotal, pretax
|
$
|
(6
|
)
|
$
|
21
|
|
Tax effect
|
1
|
|
(5
|
)
|
||
Net realized debt valuation adjustment, after-tax
|
$
|
(5
|
)
|
$
|
16
|
|
Interest rate contracts
|
$
|
96
|
|
$
|
360
|
|
Foreign exchange contracts
|
2
|
|
6
|
|
||
Subtotal, pretax
|
$
|
98
|
|
$
|
366
|
|
Tax effect
|
(17
|
)
|
(82
|
)
|
||
Amortization of cash flow hedges, after-tax(2)
|
$
|
81
|
|
$
|
284
|
|
Amortization of unrecognized
|
|
|
||||
Prior service cost (benefit)
|
$
|
(3
|
)
|
$
|
(9
|
)
|
Net actuarial loss
|
73
|
|
207
|
|
||
Curtailment/settlement impact(3)
|
(4
|
)
|
(2
|
)
|
||
Subtotal, pretax
|
$
|
66
|
|
$
|
196
|
|
Tax effect
|
(16
|
)
|
(48
|
)
|
||
Amortization of benefit plans, after-tax(3)
|
$
|
50
|
|
$
|
148
|
|
Excluded component of fair value hedges, pretax
|
$
|
—
|
|
$
|
—
|
|
Tax effect
|
—
|
|
—
|
|
||
Excluded component of fair value hedges, after-tax
|
$
|
—
|
|
$
|
—
|
|
Foreign currency translation adjustment
|
$
|
—
|
|
$
|
—
|
|
Tax effect
|
—
|
|
—
|
|
||
Foreign currency translation adjustment
|
$
|
—
|
|
$
|
—
|
|
Total amounts reclassified out of AOCI, pretax
|
$
|
(190
|
)
|
$
|
(358
|
)
|
Total tax effect
|
57
|
|
109
|
|
||
Total amounts reclassified out of AOCI, after-tax
|
$
|
(133
|
)
|
$
|
(249
|
)
|
(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.
|
|
Increase (decrease) in AOCI due to
amounts reclassified to
Consolidated Statement of Income
|
|||||
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||
In millions of dollars
|
2018
|
2018
|
||||
Realized (gains) losses on sales of investments
|
$
|
(69
|
)
|
$
|
(341
|
)
|
OTTI gross impairment losses
|
70
|
|
109
|
|
||
Subtotal, pretax
|
$
|
1
|
|
$
|
(232
|
)
|
Tax effect
|
(3
|
)
|
55
|
|
||
Net realized (gains) losses on investment securities, after-tax(1)
|
$
|
(2
|
)
|
$
|
(177
|
)
|
Realized DVA (gains) losses on fair value option liabilities
|
$
|
9
|
|
$
|
46
|
|
Subtotal, pretax
|
$
|
9
|
|
$
|
46
|
|
Tax effect
|
(2
|
)
|
(10
|
)
|
||
Net realized debt valuation adjustment, after-tax
|
$
|
7
|
|
$
|
36
|
|
Interest rate contracts
|
$
|
54
|
|
$
|
142
|
|
Foreign exchange contracts
|
(2
|
)
|
8
|
|
||
Subtotal, pretax
|
$
|
52
|
|
$
|
150
|
|
Tax effect
|
(12
|
)
|
(35
|
)
|
||
Amortization of cash flow hedges, after-tax(2)
|
$
|
40
|
|
$
|
115
|
|
Amortization of unrecognized
|
|
|
||||
Prior service cost (benefit)
|
$
|
(10
|
)
|
$
|
(32
|
)
|
Net actuarial loss
|
60
|
|
193
|
|
||
Curtailment/settlement impact(3)
|
—
|
|
6
|
|
||
Subtotal, pretax
|
$
|
50
|
|
$
|
167
|
|
Tax effect
|
(10
|
)
|
(40
|
)
|
||
Amortization of benefit plans, after-tax(3)
|
$
|
40
|
|
$
|
127
|
|
Foreign currency translation adjustment
|
$
|
—
|
|
$
|
—
|
|
Tax effect
|
—
|
|
—
|
|
||
Foreign currency translation adjustment
|
$
|
—
|
|
$
|
—
|
|
Total amounts reclassified out of AOCI, pretax
|
$
|
112
|
|
$
|
131
|
|
Total tax effect
|
(27
|
)
|
(30
|
)
|
||
Total amounts reclassified out of AOCI, after-tax
|
$
|
85
|
|
$
|
101
|
|
(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.
|
|
As of September 30, 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
|
$
|
42,653
|
|
$
|
42,653
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Mortgage securitizations(4)
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. agency-sponsored
|
117,312
|
|
—
|
|
117,312
|
|
2,934
|
|
—
|
|
—
|
|
73
|
|
3,007
|
|
||||||||
Non-agency-sponsored
|
42,449
|
|
1,220
|
|
41,229
|
|
856
|
|
—
|
|
—
|
|
1
|
|
857
|
|
||||||||
Citi-administered asset-backed commercial paper conduits
|
14,628
|
|
14,628
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Collateralized loan obligations (CLOs)
|
17,444
|
|
—
|
|
17,444
|
|
4,557
|
|
—
|
|
—
|
|
—
|
|
4,557
|
|
||||||||
Asset-based financing
|
155,773
|
|
5,315
|
|
150,458
|
|
23,478
|
|
902
|
|
9,049
|
|
—
|
|
33,429
|
|
||||||||
Municipal securities tender option bond trusts (TOBs)
|
7,323
|
|
1,717
|
|
5,606
|
|
21
|
|
—
|
|
3,628
|
|
—
|
|
3,649
|
|
||||||||
Municipal investments
|
19,403
|
|
—
|
|
19,403
|
|
2,800
|
|
4,258
|
|
2,766
|
|
—
|
|
9,824
|
|
||||||||
Client intermediation
|
1,333
|
|
1,269
|
|
64
|
|
4
|
|
—
|
|
—
|
|
—
|
|
4
|
|
||||||||
Investment funds
|
927
|
|
199
|
|
728
|
|
11
|
|
—
|
|
17
|
|
3
|
|
31
|
|
||||||||
Other
|
341
|
|
1
|
|
340
|
|
178
|
|
—
|
|
32
|
|
—
|
|
210
|
|
||||||||
Total
|
$
|
419,586
|
|
$
|
67,002
|
|
$
|
352,584
|
|
$
|
34,839
|
|
$
|
5,160
|
|
$
|
15,492
|
|
$
|
77
|
|
$
|
55,568
|
|
|
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
|
|
(2)
|
Included on Citigroup’s September 30, 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.
|
•
|
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 $6 billion and $7 billion at September 30, 2019 and December 31, 2018, respectively;
|
•
|
certain representations and warranties exposures in Citigroup residential mortgage securitizations, in which the original mortgage loan balances are no longer outstanding; and
|
•
|
VIEs such as trust-preferred securities trusts used in connection with the Company’s funding activities. The Company does not have a variable interest in these trusts.
|
|
September 30, 2019
|
December 31, 2018
|
||||||||||
In millions of dollars
|
Liquidity
facilities
|
Loan/equity
commitments
|
Liquidity
facilities
|
Loan/equity
commitments
|
||||||||
Asset-based financing
|
$
|
—
|
|
$
|
9,049
|
|
$
|
—
|
|
$
|
9,757
|
|
Municipal securities tender option bond trusts (TOBs)
|
3,628
|
|
—
|
|
4,262
|
|
—
|
|
||||
Municipal investments
|
—
|
|
2,766
|
|
—
|
|
2,738
|
|
||||
Investment funds
|
—
|
|
17
|
|
—
|
|
1
|
|
||||
Other
|
—
|
|
32
|
|
—
|
|
23
|
|
||||
Total funding commitments
|
$
|
3,628
|
|
$
|
11,864
|
|
$
|
4,262
|
|
$
|
12,519
|
|
In billions of dollars
|
September 30, 2019
|
December 31, 2018
|
||||
Cash
|
$
|
—
|
|
$
|
—
|
|
Trading account assets
|
2.9
|
|
3.0
|
|
||
Investments
|
10.0
|
|
10.7
|
|
||
Total loans, net of allowance
|
26.6
|
|
24.5
|
|
||
Other
|
0.5
|
|
0.5
|
|
||
Total assets
|
$
|
40.0
|
|
$
|
38.7
|
|
|
Three Months Ended September 30,
|
|||||
In billions of dollars
|
2019
|
2018
|
||||
Proceeds from new securitizations
|
$
|
—
|
|
$
|
1.9
|
|
Pay down of maturing notes
|
(3.1
|
)
|
(2.9
|
)
|
|
Nine Months Ended September 30,
|
|||||
In billions of dollars
|
2019
|
2018
|
||||
Proceeds from new securitizations
|
$
|
—
|
|
$
|
5.8
|
|
Pay down of maturing notes
|
(5.6
|
)
|
(8.3
|
)
|
In billions of dollars
|
Sept. 30, 2019
|
Dec. 31, 2018
|
||||
Term notes issued to third parties
|
$
|
20.2
|
|
$
|
25.8
|
|
Term notes retained by Citigroup affiliates
|
4.4
|
|
5.7
|
|
||
Total Master Trust liabilities
|
$
|
24.6
|
|
$
|
31.5
|
|
In billions of dollars
|
Sept. 30, 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
|
|
|
Three Months Ended September 30,
|
|||||||||||
|
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
|
$
|
1.7
|
|
$
|
3.8
|
|
$
|
1.0
|
|
$
|
0.7
|
|
Proceeds from new securitizations
|
1.7
|
|
4.0
|
|
1.1
|
|
0.7
|
|
||||
Purchases of previously transferred financial assets
|
—
|
|
—
|
|
0.1
|
|
—
|
|
|
Nine Months Ended September 30,
|
|||||||||||
|
2019
|
2018
|
||||||||||
In billions of dollars
|
U.S. agency-
sponsored mortgages |
Non-agency-
sponsored mortgages(1) |
U.S. agency-
sponsored mortgages |
Non-agency-
sponsored mortgages |
||||||||
Principal securitized
|
$
|
3.8
|
|
$
|
12.6
|
|
$
|
3.2
|
|
$
|
1.7
|
|
Proceeds from new securitizations
|
3.9
|
|
12.8
|
|
3.4
|
|
3.3
|
|
||||
Purchases of previously transferred financial assets
|
0.1
|
|
—
|
|
0.3
|
|
—
|
|
(1)
|
The principal securitized and proceeds from new securitizations in 2019 include $0.2 billion related to personal loan securitizations.
|
|
September 30, 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(3) |
Subordinated
interests |
U.S. agency-
sponsored mortgages |
Senior
interests |
Subordinated
interests |
||||||||||||
Carrying value of retained interests(2)
|
$
|
461
|
|
$
|
812
|
|
$
|
99
|
|
$
|
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.
|
(3)
|
Senior interests in non-agency-sponsored mortgages include $150 million related to personal loan securitizations at September 30, 2019.
|
|
Three Months Ended September 30, 2019
|
|||||
|
|
Non-agency-sponsored mortgages(1)
|
||||
|
U.S. agency-
sponsored mortgages |
Senior
interests |
Subordinated
interests |
|||
Weighted average discount rate
|
11.4
|
%
|
3.7
|
%
|
4.0
|
%
|
Weighted average constant prepayment rate
|
14.6
|
%
|
17.6
|
%
|
8.4
|
%
|
Weighted average anticipated net credit losses(2)
|
NM
|
|
2.6
|
%
|
2.7
|
%
|
Weighted average life
|
6.6 years
|
|
5.4 years
|
|
11.0 years
|
|
|
Three Months Ended September 30, 2018
|
|||||
|
|
Non-agency-sponsored mortgages(1)
|
||||
|
U.S. agency-
sponsored mortgages |
Senior
interests |
Subordinated
interests |
|||
Weighted average discount rate
|
10.0
|
%
|
4.1
|
%
|
5.6
|
%
|
Weighted average constant prepayment rate
|
6.2
|
%
|
7.9
|
%
|
8.2
|
%
|
Weighted average anticipated net credit losses(2)
|
NM
|
|
3.6
|
%
|
3.6
|
%
|
Weighted average life
|
7.2 years
|
|
3.6 years
|
|
11.4 years
|
|
|
Nine Months Ended September 30, 2019
|
|||||
|
|
Non-agency-sponsored mortgages(1)
|
||||
|
U.S. agency-
sponsored mortgages |
Senior
interests |
Subordinated
interests |
|||
Weighted average discount rate
|
8.4
|
%
|
3.6
|
%
|
4.3
|
%
|
Weighted average constant prepayment rate
|
14.8
|
%
|
11.3
|
%
|
7.8
|
%
|
Weighted average anticipated net credit losses(2)
|
NM
|
|
3.6
|
%
|
2.8
|
%
|
Weighted average life
|
6.2 years
|
|
6.1 years
|
|
12.0 years
|
|
|
Nine Months Ended September 30, 2018
|
|||||
|
|
Non-agency-sponsored mortgages(1)
|
||||
|
U.S. agency-
sponsored mortgages |
Senior
interests |
Subordinated
interests |
|||
Weighted average discount rate
|
9.9
|
%
|
3.7
|
%
|
4.4
|
%
|
Weighted average constant prepayment rate
|
5.5
|
%
|
8.8
|
%
|
9.1
|
%
|
Weighted average anticipated net credit losses(2)
|
NM
|
|
4.4
|
%
|
3.4
|
%
|
Weighted average life
|
7.6 years
|
|
5.8 years
|
|
6.7 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.
|
|
September 30, 2019
|
|||||
|
|
Non-agency-sponsored mortgages(1)
|
||||
|
U.S. agency-
sponsored mortgages |
Senior
interests |
Subordinated
interests |
|||
Weighted average discount rate
|
10.2
|
%
|
6.6
|
%
|
7.8
|
%
|
Weighted average constant prepayment rate
|
11.2
|
%
|
2.4
|
%
|
5.6
|
%
|
Weighted average anticipated net credit losses(2)
|
NM
|
|
6.2
|
%
|
2.5
|
%
|
Weighted average life
|
6.2 years
|
|
7.1 years
|
|
26.6 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.
|
|
September 30, 2019
|
||||||||
|
|
Non-agency-sponsored mortgages
|
|||||||
In millions of dollars
|
U.S. agency-
sponsored mortgages |
Senior
interests |
Subordinated
interests |
||||||
Discount rate
|
|
|
|
||||||
Adverse change of 10%
|
$
|
(16
|
)
|
$
|
—
|
|
$
|
(1
|
)
|
Adverse change of 20%
|
(31
|
)
|
(1
|
)
|
(1
|
)
|
|||
Constant prepayment rate
|
|
|
|
||||||
Adverse change of 10%
|
(19
|
)
|
—
|
|
—
|
|
|||
Adverse change of 20%
|
(36
|
)
|
—
|
|
—
|
|
|||
Anticipated net credit losses
|
|
|
|
||||||
Adverse change of 10%
|
NM
|
|
—
|
|
—
|
|
|||
Adverse change of 20%
|
NM
|
|
—
|
|
(1
|
)
|
|
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.
|
|
|
|
|
|
Liquidation losses
|
|||||||||||||||||||
|
Securitized assets
|
90 days past due
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||||||||||||
In billions of dollars, except liquidation losses in millions
|
Sept. 30, 2019
|
Dec. 31, 2018
|
Sept. 30, 2019
|
Dec. 31, 2018
|
2019
|
2018
|
2019
|
2018
|
||||||||||||||||
Securitized assets
|
|
|
|
|
|
|
|
|
||||||||||||||||
Residential mortgages(1)
|
$
|
11.6
|
|
$
|
5.2
|
|
$
|
0.3
|
|
$
|
0.4
|
|
$
|
20
|
|
$
|
10
|
|
$
|
40
|
|
$
|
42
|
|
Commercial and other
|
17.0
|
|
13.1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Total
|
$
|
28.6
|
|
$
|
18.3
|
|
$
|
0.3
|
|
$
|
0.4
|
|
$
|
20
|
|
$
|
10
|
|
$
|
40
|
|
$
|
42
|
|
|
Three Months Ended September 30,
|
|||||
In millions of dollars
|
2019
|
2018
|
||||
Balance, as of June 30
|
$
|
508
|
|
$
|
596
|
|
Originations
|
19
|
|
14
|
|
||
Changes in fair value of MSRs due to changes in inputs and assumptions
|
(35
|
)
|
25
|
|
||
Other changes(1)
|
(20
|
)
|
(17
|
)
|
||
Sales of MSRs
|
—
|
|
—
|
|
||
Balance, as of September 30
|
$
|
472
|
|
$
|
618
|
|
|
Nine Months Ended September 30,
|
|||||
In millions of dollars
|
2019
|
2018
|
||||
Balance, beginning of year
|
$
|
584
|
|
$
|
558
|
|
Originations
|
47
|
|
46
|
|
||
Changes in fair value of MSRs due to changes in inputs and assumptions
|
(99
|
)
|
82
|
|
||
Other changes(1)
|
(60
|
)
|
(50
|
)
|
||
Sales of MSRs
|
—
|
|
(18
|
)
|
||
Balance, as of September 30
|
$
|
472
|
|
$
|
618
|
|
(1)
|
Represents changes due to customer payments and passage of time.
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
In millions of dollars
|
2019
|
2018
|
2019
|
2018
|
||||||||
Servicing fees
|
$
|
36
|
|
$
|
41
|
|
$
|
112
|
|
$
|
130
|
|
Late fees
|
2
|
|
1
|
|
6
|
|
3
|
|
||||
Ancillary fees
|
—
|
|
1
|
|
1
|
|
7
|
|
||||
Total MSR fees
|
$
|
38
|
|
$
|
43
|
|
$
|
119
|
|
$
|
140
|
|
In millions of dollars
|
Sept. 30, 2019
|
Dec. 31, 2018
|
||||
Carrying value of retained interests
|
$
|
1,404
|
|
$
|
3,142
|
|
|
September 30, 2019
|
|||||
In millions of dollars
|
Total
unconsolidated VIE assets |
Maximum
exposure to unconsolidated VIEs |
||||
Type
|
|
|
||||
Commercial and other real estate
|
$
|
29,539
|
|
$
|
6,740
|
|
Corporate loans
|
7,729
|
|
6,210
|
|
||
Hedge funds and equities
|
445
|
|
51
|
|
||
Airplanes, ships and other assets
|
112,745
|
|
20,428
|
|
||
Total
|
$
|
150,458
|
|
$
|
33,429
|
|
|
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
|
|
|
Hedging instruments under
ASC 815 |
Trading derivative instruments
|
||||||||||
In millions of dollars
|
September 30,
2019 |
December 31,
2018 |
September 30,
2019 |
December 31,
2018 |
||||||||
Interest rate contracts
|
|
|
|
|
||||||||
Swaps
|
$
|
303,106
|
|
$
|
273,636
|
|
$
|
19,412,991
|
|
$
|
18,138,686
|
|
Futures and forwards
|
—
|
|
—
|
|
6,086,806
|
|
4,632,257
|
|
||||
Written options
|
—
|
|
—
|
|
2,425,174
|
|
3,018,469
|
|
||||
Purchased options
|
—
|
|
—
|
|
2,116,884
|
|
2,532,479
|
|
||||
Total interest rate contracts
|
$
|
303,106
|
|
$
|
273,636
|
|
$
|
30,041,855
|
|
$
|
28,321,891
|
|
Foreign exchange contracts
|
|
|
|
|
||||||||
Swaps
|
$
|
56,006
|
|
$
|
57,153
|
|
$
|
7,126,361
|
|
$
|
6,738,158
|
|
Futures, forwards and spot
|
37,234
|
|
41,410
|
|
5,143,659
|
|
5,115,504
|
|
||||
Written options
|
—
|
|
1,726
|
|
1,300,917
|
|
1,566,717
|
|
||||
Purchased options
|
—
|
|
2,104
|
|
1,332,247
|
|
1,543,516
|
|
||||
Total foreign exchange contracts
|
$
|
93,240
|
|
$
|
102,393
|
|
$
|
14,903,184
|
|
$
|
14,963,895
|
|
Equity contracts
|
|
|
|
|
||||||||
Swaps
|
$
|
—
|
|
$
|
—
|
|
$
|
242,202
|
|
$
|
217,580
|
|
Futures and forwards
|
—
|
|
—
|
|
84,711
|
|
52,053
|
|
||||
Written options
|
—
|
|
—
|
|
537,389
|
|
454,675
|
|
||||
Purchased options
|
—
|
|
—
|
|
377,442
|
|
341,018
|
|
||||
Total equity contracts
|
$
|
—
|
|
$
|
—
|
|
$
|
1,241,744
|
|
$
|
1,065,326
|
|
Commodity and other contracts
|
|
|
|
|
||||||||
Swaps
|
$
|
—
|
|
$
|
—
|
|
$
|
77,152
|
|
$
|
79,133
|
|
Futures and forwards
|
908
|
|
802
|
|
157,939
|
|
146,647
|
|
||||
Written options
|
—
|
|
—
|
|
108,092
|
|
62,629
|
|
||||
Purchased options
|
—
|
|
—
|
|
102,829
|
|
61,298
|
|
||||
Total commodity and other contracts
|
$
|
908
|
|
$
|
802
|
|
$
|
446,012
|
|
$
|
349,707
|
|
Credit derivatives(1)
|
|
|
|
|
||||||||
Protection sold
|
$
|
—
|
|
$
|
—
|
|
$
|
680,809
|
|
$
|
724,939
|
|
Protection purchased
|
—
|
|
—
|
|
773,629
|
|
795,649
|
|
||||
Total credit derivatives
|
$
|
—
|
|
$
|
—
|
|
$
|
1,454,438
|
|
$
|
1,520,588
|
|
Total derivative notionals
|
$
|
397,254
|
|
$
|
376,831
|
|
$
|
48,087,233
|
|
$
|
46,221,407
|
|
(1)
|
Credit derivatives are arrangements designed to allow one party (protection purchaser) to transfer the credit risk of a “reference asset” to another party (protection seller). These arrangements allow a protection seller to assume the credit risk associated with the reference asset without directly purchasing that asset. The Company enters into credit derivative positions for purposes such as risk management, yield enhancement, reduction of credit concentrations and diversification of overall risk.
|
In millions of dollars at September 30, 2019
|
Derivatives classified in
Trading account assets/liabilities(1)(2) |
|||||
Derivatives instruments designated as ASC 815 hedges
|
Assets
|
Liabilities
|
||||
Over-the-counter
|
$
|
2,390
|
|
$
|
233
|
|
Cleared
|
240
|
|
160
|
|
||
Interest rate contracts
|
$
|
2,630
|
|
$
|
393
|
|
Over-the-counter
|
$
|
1,094
|
|
$
|
723
|
|
Cleared
|
—
|
|
13
|
|
||
Foreign exchange contracts
|
$
|
1,094
|
|
$
|
736
|
|
Total derivatives instruments designated as ASC 815 hedges
|
$
|
3,724
|
|
$
|
1,129
|
|
Derivatives instruments not designated as ASC 815 hedges
|
|
|
||||
Over-the-counter
|
$
|
221,942
|
|
$
|
204,714
|
|
Cleared
|
13,241
|
|
12,507
|
|
||
Exchange traded
|
173
|
|
213
|
|
||
Interest rate contracts
|
$
|
235,356
|
|
$
|
217,434
|
|
Over-the-counter
|
$
|
139,748
|
|
$
|
140,078
|
|
Cleared
|
425
|
|
1,425
|
|
||
Exchange traded
|
18
|
|
12
|
|
||
Foreign exchange contracts
|
$
|
140,191
|
|
$
|
141,515
|
|
Over-the-counter
|
$
|
17,950
|
|
$
|
19,018
|
|
Cleared
|
8
|
|
15
|
|
||
Exchange traded
|
10,751
|
|
11,894
|
|
||
Equity contracts
|
$
|
28,709
|
|
$
|
30,927
|
|
Over-the-counter
|
$
|
12,807
|
|
$
|
16,417
|
|
Exchange traded
|
1,087
|
|
849
|
|
||
Commodity and other contracts
|
$
|
13,894
|
|
$
|
17,266
|
|
Over-the-counter
|
$
|
9,976
|
|
$
|
10,901
|
|
Cleared
|
1,333
|
|
1,460
|
|
||
Credit derivatives
|
$
|
11,309
|
|
$
|
12,361
|
|
Total derivatives instruments not designated as ASC 815 hedges
|
$
|
429,459
|
|
$
|
419,503
|
|
Total derivatives
|
$
|
433,183
|
|
$
|
420,632
|
|
Cash collateral paid/received(3)
|
$
|
14,693
|
|
$
|
16,494
|
|
Less: Netting agreements(4)
|
(337,235
|
)
|
(337,235
|
)
|
||
Less: Netting cash collateral received/paid(5)
|
(52,239
|
)
|
(46,435
|
)
|
||
Net receivables/payables included on the Consolidated Balance Sheet(6)
|
$
|
58,402
|
|
$
|
53,456
|
|
Additional amounts subject to an enforceable master netting agreement, but not offset on the Consolidated Balance Sheet
|
|
|
||||
Less: Cash collateral received/paid
|
$
|
(698
|
)
|
$
|
(161
|
)
|
Less: Non-cash collateral received/paid
|
(13,255
|
)
|
(14,528
|
)
|
||
Total net receivables/payables(6)
|
$
|
44,449
|
|
$
|
38,767
|
|
(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 $61,128 million and $68,733 million of gross cash collateral paid and received, respectively. Of the gross cash collateral paid, $46,435 million was used to offset trading derivative liabilities. Of the gross cash collateral received, $52,239 million was used to offset trading derivative assets.
|
(4)
|
Represents the netting of balances with the same counterparty under enforceable netting agreements. Approximately $317 billion, $9 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 netting of cash collateral received and paid is against OTC derivative assets and liabilities, respectively.
|
(6)
|
The net receivables/payables include approximately $5 billion of derivative asset and $5 billion of derivative liability fair values not subject to enforceable master netting agreements, respectively.
|
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)
|
Over-the-counter (OTC) derivatives are derivatives executed and settled bilaterally with counterparties without the use of an organized exchange or central clearing house. Cleared derivatives include derivatives executed bilaterally with a counterparty in the OTC market, but then novated to a central clearing house, whereby the central clearing house becomes the counterparty to both of the original counterparties. Exchange-traded derivatives include derivatives executed directly on an organized exchange that provides pre-trade price transparency.
|
(3)
|
Reflects the net amount of the $41,429 million and $52,514 million of gross cash collateral paid and received, respectively. Of the gross cash collateral paid, $29,911 million was used to offset trading derivative liabilities. 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 netting of cash collateral received and paid is 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.
|
|
Gains (losses) included in
Other revenue |
|||||||||||
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
In millions of dollars
|
2019
|
2018
|
2019
|
2018
|
||||||||
Interest rate contracts
|
$
|
14
|
|
$
|
(22
|
)
|
$
|
76
|
|
$
|
(65
|
)
|
Foreign exchange
|
22
|
|
7
|
|
35
|
|
20
|
|
||||
Total
|
$
|
36
|
|
$
|
(15
|
)
|
$
|
111
|
|
$
|
(45
|
)
|
|
Gains (losses) on fair value hedges(1)
|
|||||||||||||||||||||||
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||||||||||||||
|
2019
|
2018
|
2019
|
2018
|
||||||||||||||||||||
In millions of dollars
|
Other revenue
|
Net interest revenue
|
Other revenue
|
Net interest revenue
|
Other
revenue
|
Net interest revenue
|
Other revenue
|
Net interest revenue
|
||||||||||||||||
Gain (loss) on the hedging derivatives included in assessment of the effectiveness of fair value hedges
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate hedges
|
$
|
—
|
|
$
|
1,363
|
|
$
|
—
|
|
$
|
(857
|
)
|
$
|
—
|
|
$
|
4,179
|
|
$
|
—
|
|
$
|
(497
|
)
|
Foreign exchange hedges
|
(1,180
|
)
|
—
|
|
(142
|
)
|
—
|
|
(1,192
|
)
|
—
|
|
(1,502
|
)
|
—
|
|
||||||||
Commodity hedges
|
60
|
|
—
|
|
(7
|
)
|
—
|
|
(42
|
)
|
—
|
|
(8
|
)
|
—
|
|
||||||||
Total gain (loss) on the hedging derivatives included in assessment of the effectiveness of fair value hedges
|
$
|
(1,120
|
)
|
$
|
1,363
|
|
$
|
(149
|
)
|
$
|
(857
|
)
|
$
|
(1,234
|
)
|
$
|
4,179
|
|
$
|
(1,510
|
)
|
$
|
(497
|
)
|
Gain (loss) on the hedged item in designated and qualifying fair value hedges
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate hedges
|
$
|
—
|
|
$
|
(1,320
|
)
|
$
|
—
|
|
$
|
871
|
|
$
|
—
|
|
$
|
(3,982
|
)
|
$
|
—
|
|
$
|
525
|
|
Foreign exchange hedges
|
1,180
|
|
—
|
|
142
|
|
—
|
|
1,192
|
|
—
|
|
1,502
|
|
—
|
|
||||||||
Commodity hedges
|
(60
|
)
|
—
|
|
8
|
|
—
|
|
42
|
|
—
|
|
9
|
|
—
|
|
||||||||
Total gain (loss) on the hedged item in designated and qualifying fair value hedges
|
$
|
1,120
|
|
$
|
(1,320
|
)
|
$
|
150
|
|
$
|
871
|
|
$
|
1,234
|
|
$
|
(3,982
|
)
|
$
|
1,511
|
|
$
|
525
|
|
Net gain (loss) on the hedging derivatives excluded from assessment of the effectiveness of fair value hedges
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate hedges
|
$
|
—
|
|
$
|
(4
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(8
|
)
|
$
|
—
|
|
$
|
(5
|
)
|
Foreign exchange hedges(2)
|
25
|
|
—
|
|
(7
|
)
|
—
|
|
(96
|
)
|
—
|
|
(2
|
)
|
—
|
|
||||||||
Commodity hedges
|
11
|
|
—
|
|
(7
|
)
|
—
|
|
34
|
|
—
|
|
(7
|
)
|
—
|
|
||||||||
Total net gain (loss) on the hedging derivatives excluded from assessment of the effectiveness of fair value hedges
|
$
|
36
|
|
$
|
(4
|
)
|
$
|
(14
|
)
|
$
|
—
|
|
$
|
(62
|
)
|
$
|
(8
|
)
|
$
|
(9
|
)
|
$
|
(5
|
)
|
(1)
|
Gain (loss) amounts for hedges of interest rate risk 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) that are excluded from the assessment of hedge effectiveness and are generally reflected directly in earnings. Amounts related to cross-currency basis, which are recognized in AOCI, are not reflected in the table above. The amount of cross-currency basis that was included in AOCI was $(10) million and $73 million for the three and nine months ended September 30, 2019 and $13 million and $(29) million for the three and nine months ended September 30, 2018, respectively.
|
(1)
|
These amounts include a cumulative basis adjustment of $35 million for active hedges and $176 million for de-designated hedges as of September 30, 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 approximately $1.3 billion as the hedged amount (from a closed portfolio of prepayable financial assets with a carrying value of $25.9 billion as of September 30, 2019) in a last-of-layer hedging relationship, which commenced in the first quarter of 2019.
|
(2)
|
Carrying amount represents the amortized cost.
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||||||||||||||
In millions of dollars
|
2019
|
2018
|
2019
|
2018
|
||||||||||||||||||||
Amount of gain (loss) recognized in AOCI on derivative
|
|
|
|
|
||||||||||||||||||||
Interest rate contracts(1)
|
$
|
241
|
|
$
|
(146
|
)
|
$
|
1,040
|
|
$
|
(665
|
)
|
||||||||||||
Foreign exchange contracts
|
(6
|
)
|
(3
|
)
|
(15
|
)
|
(4
|
)
|
||||||||||||||||
Total gain (loss) recognized in AOCI
|
$
|
235
|
|
$
|
(149
|
)
|
$
|
1,025
|
|
$
|
(669
|
)
|
||||||||||||
Amount of gain (loss) reclassified from AOCI to earnings
|
Other
revenue
|
Net interest
revenue
|
Other
revenue
|
Net interest
revenue
|
Other
revenue
|
Net interest
revenue
|
Other
revenue
|
Net interest
revenue
|
||||||||||||||||
Interest rate contracts(1)
|
$
|
—
|
|
$
|
(96
|
)
|
$
|
—
|
|
$
|
(54
|
)
|
$
|
—
|
|
$
|
(360
|
)
|
$
|
—
|
|
$
|
(142
|
)
|
Foreign exchange contracts
|
(2
|
)
|
—
|
|
2
|
|
—
|
|
(6
|
)
|
—
|
|
(8
|
)
|
—
|
|
||||||||
Total gain (loss) reclassified from AOCI into earnings
|
$
|
(2
|
)
|
$
|
(96
|
)
|
$
|
2
|
|
$
|
(54
|
)
|
$
|
(6
|
)
|
$
|
(360
|
)
|
$
|
(8
|
)
|
$
|
(142
|
)
|
Net pretax change in cash flow hedges included within AOCI
|
|
$
|
333
|
|
|
$
|
(97
|
)
|
|
$
|
1,391
|
|
|
$
|
(519
|
)
|
(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 in the Consolidated Statement of Income.
|
|
Fair values
|
Notionals
|
||||||||||
In millions of dollars at September 30, 2019
|
Receivable(1)
|
Payable(2)
|
Protection
purchased |
Protection
sold |
||||||||
By industry of counterparty
|
|
|
|
|
||||||||
Banks
|
$
|
4,450
|
|
$
|
4,333
|
|
$
|
183,263
|
|
$
|
188,606
|
|
Broker-dealers
|
1,929
|
|
1,634
|
|
63,607
|
|
63,261
|
|
||||
Non-financial
|
93
|
|
86
|
|
2,917
|
|
1,905
|
|
||||
Insurance and other financial
institutions
|
4,837
|
|
6,308
|
|
523,842
|
|
427,037
|
|
||||
Total by industry of counterparty
|
$
|
11,309
|
|
$
|
12,361
|
|
$
|
773,629
|
|
$
|
680,809
|
|
By instrument
|
|
|
|
|
||||||||
Credit default swaps and options
|
$
|
10,449
|
|
$
|
10,438
|
|
$
|
749,061
|
|
$
|
669,514
|
|
Total return swaps and other
|
860
|
|
1,923
|
|
24,568
|
|
11,295
|
|
||||
Total by instrument
|
$
|
11,309
|
|
$
|
12,361
|
|
$
|
773,629
|
|
$
|
680,809
|
|
By rating of reference entity
|
|
|
|
|
||||||||
Investment grade
|
$
|
5,992
|
|
$
|
5,976
|
|
$
|
597,001
|
|
$
|
519,575
|
|
Non-investment grade
|
5,317
|
|
6,385
|
|
176,628
|
|
161,234
|
|
||||
Total by rating of reference entity
|
$
|
11,309
|
|
$
|
12,361
|
|
$
|
773,629
|
|
$
|
680,809
|
|
By maturity
|
|
|
|
|
||||||||
Within 1 year
|
$
|
1,504
|
|
$
|
2,432
|
|
$
|
223,743
|
|
$
|
175,978
|
|
From 1 to 5 years
|
7,927
|
|
8,170
|
|
453,995
|
|
418,675
|
|
||||
After 5 years
|
1,878
|
|
1,759
|
|
95,891
|
|
86,156
|
|
||||
Total by maturity
|
$
|
11,309
|
|
$
|
12,361
|
|
$
|
773,629
|
|
$
|
680,809
|
|
(1)
|
The fair value amount receivable is composed of $4,247 million under protection purchased and $7,062 million under protection sold.
|
(2)
|
The fair value amount payable is composed of $8,551 million under protection purchased and $3,810 million under protection sold.
|
|
Fair values
|
Notionals
|
||||||||||
In millions of dollars at December 31, 2018
|
Receivable(1)
|
Payable(2)
|
Protection
purchased |
Protection
sold |
||||||||
By industry of 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 of 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 of reference entity
|
|
|
|
|
||||||||
Investment grade
|
$
|
4,725
|
|
$
|
4,544
|
|
$
|
637,790
|
|
$
|
568,849
|
|
Non-investment grade
|
6,040
|
|
5,807
|
|
157,859
|
|
156,090
|
|
||||
Total by rating of reference entity
|
$
|
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 and funding valuation adjustments
contra-liability (contra-asset)
|
|||||
In millions of dollars
|
September 30,
2019 |
December 31,
2018 |
||||
Counterparty CVA
|
$
|
(866
|
)
|
$
|
(1,085
|
)
|
Asset FVA
|
(640
|
)
|
(544
|
)
|
||
Citigroup (own-credit) CVA
|
446
|
|
482
|
|
||
Liability FVA
|
119
|
|
135
|
|
||
Total CVA—derivative instruments(1)
|
$
|
(941
|
)
|
$
|
(1,012
|
)
|
(1)
|
FVA is included with CVA for presentation purposes.
|
|
Credit/funding/debt valuation
adjustments gain (loss)
|
|||||||||||
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
In millions of dollars
|
2019
|
2018
|
2019
|
2018
|
||||||||
Counterparty CVA
|
$
|
2
|
|
$
|
94
|
|
$
|
104
|
|
$
|
117
|
|
Asset FVA
|
(78
|
)
|
74
|
|
(97
|
)
|
123
|
|
||||
Own-credit CVA
|
85
|
|
(75
|
)
|
(20
|
)
|
24
|
|
||||
Liability FVA
|
14
|
|
(23
|
)
|
(16
|
)
|
(8
|
)
|
||||
Total CVA—derivative instruments
|
$
|
23
|
|
$
|
70
|
|
$
|
(29
|
)
|
$
|
256
|
|
DVA related to own FVO liabilities(1)
|
$
|
273
|
|
$
|
(377
|
)
|
$
|
(449
|
)
|
$
|
208
|
|
Total CVA and DVA(2)
|
$
|
296
|
|
$
|
(307
|
)
|
$
|
(478
|
)
|
$
|
464
|
|
(1)
|
See Notes 1 and 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.
|
•
|
Level 1: Quoted prices for identical instruments in active markets.
|
•
|
Level 2: Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
|
•
|
Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
In millions of dollars at September 30, 2019
|
Level 1
|
Level 2
|
Level 3
|
Gross
inventory |
Netting(1)
|
Net
balance |
||||||||||||
Assets
|
|
|
|
|
|
|
||||||||||||
Securities borrowed and purchased under agreements to resell
|
$
|
—
|
|
$
|
242,754
|
|
$
|
118
|
|
$
|
242,872
|
|
$
|
(94,504
|
)
|
$
|
148,368
|
|
Trading non-derivative assets
|
|
|
|
|
|
|
||||||||||||
Trading mortgage-backed securities
|
|
|
|
|
|
|
||||||||||||
U.S. government-sponsored agency guaranteed
|
—
|
|
30,684
|
|
272
|
|
30,956
|
|
—
|
|
30,956
|
|
||||||
Residential
|
—
|
|
632
|
|
164
|
|
796
|
|
—
|
|
796
|
|
||||||
Commercial
|
—
|
|
1,298
|
|
212
|
|
1,510
|
|
—
|
|
1,510
|
|
||||||
Total trading mortgage-backed securities
|
$
|
—
|
|
$
|
32,614
|
|
$
|
648
|
|
$
|
33,262
|
|
$
|
—
|
|
$
|
33,262
|
|
U.S. Treasury and federal agency securities
|
$
|
33,269
|
|
$
|
5,283
|
|
$
|
6
|
|
$
|
38,558
|
|
$
|
—
|
|
$
|
38,558
|
|
State and municipal
|
—
|
|
3,160
|
|
178
|
|
3,338
|
|
—
|
|
3,338
|
|
||||||
Foreign government
|
59,978
|
|
20,539
|
|
84
|
|
80,601
|
|
—
|
|
80,601
|
|
||||||
Corporate
|
1,987
|
|
16,703
|
|
406
|
|
19,096
|
|
—
|
|
19,096
|
|
||||||
Equity securities
|
47,371
|
|
9,405
|
|
111
|
|
56,887
|
|
—
|
|
56,887
|
|
||||||
Asset-backed securities
|
—
|
|
1,742
|
|
1,337
|
|
3,079
|
|
—
|
|
3,079
|
|
||||||
Other trading assets(2)
|
75
|
|
13,047
|
|
479
|
|
13,601
|
|
—
|
|
13,601
|
|
||||||
Total trading non-derivative assets
|
$
|
142,680
|
|
$
|
102,493
|
|
$
|
3,249
|
|
$
|
248,422
|
|
$
|
—
|
|
$
|
248,422
|
|
Trading derivatives
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
$
|
61
|
|
$
|
235,910
|
|
$
|
2,015
|
|
$
|
237,986
|
|
|
|
||||
Foreign exchange contracts
|
1
|
|
140,206
|
|
1,078
|
|
141,285
|
|
|
|
||||||||
Equity contracts
|
73
|
|
28,330
|
|
306
|
|
28,709
|
|
|
|
||||||||
Commodity contracts
|
3
|
|
13,087
|
|
804
|
|
13,894
|
|
|
|
||||||||
Credit derivatives
|
—
|
|
10,620
|
|
689
|
|
11,309
|
|
|
|
||||||||
Total trading derivatives
|
$
|
138
|
|
$
|
428,153
|
|
$
|
4,892
|
|
$
|
433,183
|
|
|
|
||||
Cash collateral paid(3)
|
|
|
|
$
|
14,693
|
|
|
|
||||||||||
Netting agreements
|
|
|
|
|
$
|
(337,235
|
)
|
|
||||||||||
Netting of cash collateral received
|
|
|
|
|
(52,239
|
)
|
|
|||||||||||
Total trading derivatives
|
$
|
138
|
|
$
|
428,153
|
|
$
|
4,892
|
|
$
|
447,876
|
|
$
|
(389,474
|
)
|
$
|
58,402
|
|
Investments
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
|
|
|
|
|
|
||||||||||||
U.S. government-sponsored agency guaranteed
|
$
|
—
|
|
$
|
39,170
|
|
$
|
31
|
|
$
|
39,201
|
|
$
|
—
|
|
$
|
39,201
|
|
Residential
|
—
|
|
793
|
|
—
|
|
793
|
|
—
|
|
793
|
|
||||||
Commercial
|
—
|
|
85
|
|
—
|
|
85
|
|
—
|
|
85
|
|
||||||
Total investment mortgage-backed securities
|
$
|
—
|
|
$
|
40,048
|
|
$
|
31
|
|
$
|
40,079
|
|
$
|
—
|
|
$
|
40,079
|
|
U.S. Treasury and federal agency securities
|
$
|
101,792
|
|
$
|
6,441
|
|
$
|
—
|
|
$
|
108,233
|
|
$
|
—
|
|
$
|
108,233
|
|
State and municipal
|
—
|
|
5,073
|
|
881
|
|
5,954
|
|
—
|
|
5,954
|
|
||||||
Foreign government
|
67,088
|
|
38,329
|
|
112
|
|
105,529
|
|
—
|
|
105,529
|
|
||||||
Corporate
|
4,826
|
|
6,310
|
|
47
|
|
11,183
|
|
—
|
|
11,183
|
|
||||||
Marketable equity securities
|
63
|
|
447
|
|
—
|
|
510
|
|
—
|
|
510
|
|
||||||
Asset-backed securities
|
—
|
|
500
|
|
41
|
|
541
|
|
—
|
|
541
|
|
||||||
Other debt securities
|
—
|
|
3,906
|
|
—
|
|
3,906
|
|
—
|
|
3,906
|
|
||||||
Non-marketable equity securities(4)
|
—
|
|
23
|
|
435
|
|
458
|
|
—
|
|
458
|
|
||||||
Total investments
|
$
|
173,769
|
|
$
|
101,077
|
|
$
|
1,547
|
|
$
|
276,393
|
|
$
|
—
|
|
$
|
276,393
|
|
In millions of dollars at September 30, 2019
|
Level 1
|
Level 2
|
Level 3
|
Gross
inventory |
Netting(1)
|
Net
balance |
||||||||||||
Loans
|
$
|
—
|
|
$
|
3,541
|
|
$
|
315
|
|
$
|
3,856
|
|
$
|
—
|
|
$
|
3,856
|
|
Mortgage servicing rights
|
—
|
|
—
|
|
472
|
|
472
|
|
—
|
|
472
|
|
||||||
Non-trading derivatives and other financial assets measured on a recurring basis
|
$
|
9,262
|
|
$
|
6,304
|
|
$
|
2
|
|
$
|
15,568
|
|
$
|
—
|
|
$
|
15,568
|
|
Total assets
|
$
|
325,849
|
|
$
|
884,322
|
|
$
|
10,595
|
|
$
|
1,235,459
|
|
$
|
(483,978
|
)
|
$
|
751,481
|
|
Total as a percentage of gross assets(5)
|
26.7
|
%
|
72.4
|
%
|
0.9
|
%
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
|
||||||||||||
Interest-bearing deposits
|
$
|
—
|
|
$
|
1,515
|
|
$
|
1,142
|
|
$
|
2,657
|
|
$
|
—
|
|
$
|
2,657
|
|
Securities loaned and sold under agreements to repurchase
|
—
|
|
122,222
|
|
834
|
|
123,056
|
|
(70,783
|
)
|
52,273
|
|
||||||
Trading account liabilities
|
|
|
|
|
|
|
||||||||||||
Securities sold, not yet purchased
|
68,639
|
|
13,431
|
|
42
|
|
82,112
|
|
—
|
|
82,112
|
|
||||||
Other trading liabilities
|
—
|
|
27
|
|
—
|
|
27
|
|
—
|
|
27
|
|
||||||
Total trading liabilities
|
$
|
68,639
|
|
$
|
13,458
|
|
$
|
42
|
|
$
|
82,139
|
|
$
|
—
|
|
$
|
82,139
|
|
Trading derivatives
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
$
|
96
|
|
$
|
215,848
|
|
$
|
1,883
|
|
$
|
217,827
|
|
|
|
||||
Foreign exchange contracts
|
(9
|
)
|
141,233
|
|
1,027
|
|
142,251
|
|
|
|
||||||||
Equity contracts
|
223
|
|
29,201
|
|
1,503
|
|
30,927
|
|
|
|
||||||||
Commodity contracts
|
—
|
|
16,421
|
|
845
|
|
17,266
|
|
|
|
||||||||
Credit derivatives
|
—
|
|
11,642
|
|
719
|
|
12,361
|
|
|
|
||||||||
Total trading derivatives
|
$
|
310
|
|
$
|
414,345
|
|
$
|
5,977
|
|
$
|
420,632
|
|
|
|
||||
Cash collateral received(6)
|
|
|
|
$
|
16,494
|
|
|
|
||||||||||
Netting agreements
|
|
|
|
|
$
|
(337,235
|
)
|
|
||||||||||
Netting of cash collateral paid
|
|
|
|
|
(46,435
|
)
|
|
|||||||||||
Total trading derivatives
|
$
|
310
|
|
$
|
414,345
|
|
$
|
5,977
|
|
$
|
437,126
|
|
$
|
(383,670
|
)
|
$
|
53,456
|
|
Short-term borrowings
|
$
|
—
|
|
$
|
4,805
|
|
$
|
18
|
|
$
|
4,823
|
|
$
|
—
|
|
$
|
4,823
|
|
Long-term debt
|
—
|
|
35,625
|
|
15,866
|
|
51,491
|
|
—
|
|
51,491
|
|
||||||
Total non-trading derivatives and other financial liabilities measured on a recurring basis
|
$
|
9,262
|
|
$
|
235
|
|
$
|
3
|
|
$
|
9,500
|
|
$
|
—
|
|
$
|
9,500
|
|
Total liabilities
|
$
|
78,211
|
|
$
|
592,205
|
|
$
|
23,882
|
|
$
|
710,792
|
|
$
|
(454,453
|
)
|
$
|
256,339
|
|
Total as a percentage of gross liabilities(5)
|
11.3
|
%
|
85.3
|
%
|
3.4
|
%
|
|
|
|
(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 $61,128 million gross cash collateral paid, of which $46,435 million was used to offset trading derivative liabilities.
|
(4)
|
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).
|
(5)
|
Because the amount of the cash collateral paid/received has not been allocated to the Level 1, 2 and 3 subtotals, these percentages are calculated based on total assets and liabilities measured at fair value on a recurring basis, excluding the cash collateral paid/received on derivatives.
|
(6)
|
Reflects the net amount $68,733 million of gross cash collateral received, of which $52,239 million was used to offset trading derivative assets.
|
In millions of dollars at December 31, 2018
|
Level 1
|
Level 2
|
Level 3
|
Gross
inventory |
Netting(1)
|
Net
balance |
||||||||||||
Assets
|
|
|
|
|
|
|
||||||||||||
Securities borrowed and purchased under agreements to resell
|
$
|
—
|
|
$
|
214,570
|
|
$
|
115
|
|
$
|
214,685
|
|
$
|
(66,984
|
)
|
$
|
147,701
|
|
Trading non-derivative assets
|
|
|
|
|
|
|
||||||||||||
Trading mortgage-backed securities
|
|
|
|
|
|
|
||||||||||||
U.S. government-sponsored agency guaranteed
|
—
|
|
24,090
|
|
156
|
|
24,246
|
|
—
|
|
24,246
|
|
||||||
Residential
|
—
|
|
709
|
|
268
|
|
977
|
|
—
|
|
977
|
|
||||||
Commercial
|
—
|
|
1,323
|
|
77
|
|
1,400
|
|
—
|
|
1,400
|
|
||||||
Total trading mortgage-backed securities
|
$
|
—
|
|
$
|
26,122
|
|
$
|
501
|
|
$
|
26,623
|
|
$
|
—
|
|
$
|
26,623
|
|
U.S. Treasury and federal agency securities
|
$
|
26,439
|
|
$
|
4,802
|
|
$
|
1
|
|
$
|
31,242
|
|
$
|
—
|
|
$
|
31,242
|
|
State and municipal
|
—
|
|
3,782
|
|
200
|
|
3,982
|
|
—
|
|
3,982
|
|
||||||
Foreign government
|
43,309
|
|
21,179
|
|
31
|
|
64,519
|
|
—
|
|
64,519
|
|
||||||
Corporate
|
1,026
|
|
14,510
|
|
360
|
|
15,896
|
|
—
|
|
15,896
|
|
||||||
Equity securities
|
36,342
|
|
7,308
|
|
153
|
|
43,803
|
|
—
|
|
43,803
|
|
||||||
Asset-backed securities
|
—
|
|
1,429
|
|
1,484
|
|
2,913
|
|
—
|
|
2,913
|
|
||||||
Other trading assets(2)
|
3
|
|
12,198
|
|
818
|
|
13,019
|
|
—
|
|
13,019
|
|
||||||
Total trading non-derivative assets
|
$
|
107,119
|
|
$
|
91,330
|
|
$
|
3,548
|
|
$
|
201,997
|
|
$
|
—
|
|
$
|
201,997
|
|
Trading derivatives
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
$
|
101
|
|
$
|
169,860
|
|
$
|
1,671
|
|
$
|
171,632
|
|
|
|
||||
Foreign exchange contracts
|
—
|
|
162,108
|
|
346
|
|
162,454
|
|
|
|
||||||||
Equity contracts
|
647
|
|
28,903
|
|
343
|
|
29,893
|
|
|
|
||||||||
Commodity contracts
|
—
|
|
16,788
|
|
767
|
|
17,555
|
|
|
|
||||||||
Credit derivatives
|
—
|
|
9,839
|
|
926
|
|
10,765
|
|
|
|
||||||||
Total trading derivatives
|
$
|
748
|
|
$
|
387,498
|
|
$
|
4,053
|
|
$
|
392,299
|
|
|
|
||||
Cash collateral paid(3)
|
|
|
|
$
|
11,518
|
|
|
|
||||||||||
Netting agreements
|
|
|
|
|
$
|
(311,089
|
)
|
|
||||||||||
Netting of cash collateral received
|
|
|
|
|
(38,608
|
)
|
|
|||||||||||
Total trading derivatives
|
$
|
748
|
|
$
|
387,498
|
|
$
|
4,053
|
|
$
|
403,817
|
|
$
|
(349,697
|
)
|
$
|
54,120
|
|
Investments
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
|
|
|
|
|
|
||||||||||||
U.S. government-sponsored agency guaranteed
|
$
|
—
|
|
$
|
42,988
|
|
$
|
32
|
|
$
|
43,020
|
|
$
|
—
|
|
$
|
43,020
|
|
Residential
|
—
|
|
1,313
|
|
—
|
|
1,313
|
|
—
|
|
1,313
|
|
||||||
Commercial
|
—
|
|
172
|
|
—
|
|
172
|
|
—
|
|
172
|
|
||||||
Total investment mortgage-backed securities
|
$
|
—
|
|
$
|
44,473
|
|
$
|
32
|
|
$
|
44,505
|
|
$
|
—
|
|
$
|
44,505
|
|
U.S. Treasury and federal agency securities
|
$
|
107,577
|
|
$
|
9,645
|
|
$
|
—
|
|
$
|
117,222
|
|
$
|
—
|
|
$
|
117,222
|
|
State and municipal
|
—
|
|
8,498
|
|
708
|
|
9,206
|
|
—
|
|
9,206
|
|
||||||
Foreign government
|
58,252
|
|
42,371
|
|
68
|
|
100,691
|
|
—
|
|
100,691
|
|
||||||
Corporate
|
4,410
|
|
7,033
|
|
156
|
|
11,599
|
|
—
|
|
11,599
|
|
||||||
Marketable equity securities
|
206
|
|
14
|
|
—
|
|
220
|
|
—
|
|
220
|
|
||||||
Asset-backed securities
|
—
|
|
656
|
|
187
|
|
843
|
|
—
|
|
843
|
|
||||||
Other debt securities
|
—
|
|
3,972
|
|
—
|
|
3,972
|
|
—
|
|
3,972
|
|
||||||
Non-marketable equity securities(4)
|
—
|
|
96
|
|
586
|
|
682
|
|
—
|
|
682
|
|
||||||
Total investments
|
$
|
170,445
|
|
$
|
116,758
|
|
$
|
1,737
|
|
$
|
288,940
|
|
$
|
—
|
|
$
|
288,940
|
|
In millions of dollars at December 31, 2018
|
Level 1
|
Level 2
|
Level 3
|
Gross
inventory |
Netting(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(5)
|
26.2
|
%
|
72.9
|
%
|
0.9
|
%
|
|
|
|
|||||||||
Liabilities
|
|
|
|
|
|
|
||||||||||||
Interest-bearing deposits
|
$
|
—
|
|
$
|
980
|
|
$
|
495
|
|
$
|
1,475
|
|
$
|
—
|
|
$
|
1,475
|
|
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(6)
|
|
|
|
$
|
13,906
|
|
|
|
||||||||||
Netting agreements
|
|
|
|
|
$
|
(311,089
|
)
|
|
||||||||||
Netting of cash collateral paid
|
|
|
|
|
(29,911
|
)
|
|
|||||||||||
Total trading derivatives
|
$
|
422
|
|
$
|
373,654
|
|
$
|
4,954
|
|
$
|
392,936
|
|
$
|
(341,000
|
)
|
$
|
51,936
|
|
Short-term borrowings
|
$
|
—
|
|
$
|
4,446
|
|
$
|
37
|
|
$
|
4,483
|
|
$
|
—
|
|
$
|
4,483
|
|
Long-term debt
|
—
|
|
25,659
|
|
12,570
|
|
38,229
|
|
—
|
|
38,229
|
|
||||||
Non-trading derivatives and other financial liabilities measured on a recurring basis
|
$
|
15,839
|
|
$
|
67
|
|
$
|
—
|
|
$
|
15,906
|
|
$
|
—
|
|
$
|
15,906
|
|
Total liabilities
|
$
|
95,133
|
|
$
|
528,228
|
|
$
|
19,625
|
|
$
|
656,892
|
|
$
|
(407,984
|
)
|
$
|
248,908
|
|
Total as a percentage of gross liabilities(5)
|
14.8
|
%
|
82.1
|
%
|
3.1
|
%
|
|
|
|
(1)
|
Represents netting of (i) the amounts due under securities purchased under agreements to resell and the amounts owed under securities sold under agreements to repurchase and (ii) derivative exposures covered by a qualifying master netting agreement and cash collateral offsetting.
|
(2)
|
Includes positions related to investments in unallocated precious metals, as discussed in Note 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)
|
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).
|
(5)
|
Because the amount of the cash collateral paid/received has not been allocated to the Level 1, 2 and 3 subtotals, these percentages are calculated based on total assets and liabilities measured at fair value on a recurring basis, excluding the cash collateral paid/received on derivatives.
|
(6)
|
Reflects the net amount of $52,514 million of gross cash collateral received, of which $38,608 million was used to offset trading derivative assets.
|
|
|
Net realized/unrealized
gains (losses) incl. in |
Transfers
|
|
|
|
|
|
Unrealized
gains (losses) still held(3) |
||||||||||||||||||||||||
In millions of dollars
|
Jun. 30, 2019
|
Principal
transactions |
Other(1)(2)
|
into
Level 3 |
out of
Level 3 |
Purchases
|
Issuances
|
Sales
|
Settlements
|
Sept. 30, 2019
|
|||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Securities borrowed and
purchased under
agreements to resell
|
$
|
122
|
|
$
|
(5
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
51
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(50
|
)
|
$
|
118
|
|
$
|
5
|
|
Trading non-derivative assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Trading mortgage-
backed securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. government-sponsored agency guaranteed
|
187
|
|
2
|
|
—
|
|
53
|
|
—
|
|
70
|
|
—
|
|
(40
|
)
|
—
|
|
272
|
|
2
|
|
|||||||||||
Residential
|
131
|
|
8
|
|
—
|
|
29
|
|
(21
|
)
|
65
|
|
—
|
|
(48
|
)
|
—
|
|
164
|
|
7
|
|
|||||||||||
Commercial
|
53
|
|
5
|
|
—
|
|
127
|
|
(3
|
)
|
52
|
|
—
|
|
(22
|
)
|
—
|
|
212
|
|
(2
|
)
|
|||||||||||
Total trading mortgage-
backed securities
|
$
|
371
|
|
$
|
15
|
|
$
|
—
|
|
$
|
209
|
|
$
|
(24
|
)
|
$
|
187
|
|
$
|
—
|
|
$
|
(110
|
)
|
$
|
—
|
|
$
|
648
|
|
$
|
7
|
|
U.S. Treasury and federal agency securities
|
$
|
—
|
|
$
|
(14
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
20
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
6
|
|
$
|
(2
|
)
|
State and municipal
|
177
|
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
—
|
|
(1
|
)
|
—
|
|
178
|
|
—
|
|
|||||||||||
Foreign government
|
20
|
|
(12
|
)
|
—
|
|
—
|
|
—
|
|
81
|
|
—
|
|
(5
|
)
|
—
|
|
84
|
|
—
|
|
|||||||||||
Corporate
|
454
|
|
(14
|
)
|
—
|
|
111
|
|
(17
|
)
|
79
|
|
4
|
|
(204
|
)
|
(7
|
)
|
406
|
|
(45
|
)
|
|||||||||||
Marketable equity securities
|
123
|
|
(23
|
)
|
—
|
|
6
|
|
3
|
|
53
|
|
—
|
|
(51
|
)
|
—
|
|
111
|
|
(16
|
)
|
|||||||||||
Asset-backed securities
|
1,411
|
|
(96
|
)
|
—
|
|
31
|
|
(8
|
)
|
191
|
|
—
|
|
(192
|
)
|
—
|
|
1,337
|
|
(42
|
)
|
|||||||||||
Other trading assets
|
740
|
|
(46
|
)
|
—
|
|
9
|
|
(114
|
)
|
46
|
|
17
|
|
(163
|
)
|
(10
|
)
|
479
|
|
(4
|
)
|
|||||||||||
Total trading non-
derivative assets
|
$
|
3,296
|
|
$
|
(190
|
)
|
$
|
—
|
|
$
|
367
|
|
$
|
(160
|
)
|
$
|
658
|
|
$
|
21
|
|
$
|
(726
|
)
|
$
|
(17
|
)
|
$
|
3,249
|
|
$
|
(102
|
)
|
Trading derivatives, net(4)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest rate contracts
|
$
|
(109
|
)
|
$
|
295
|
|
$
|
—
|
|
$
|
(50
|
)
|
$
|
56
|
|
$
|
15
|
|
$
|
(2
|
)
|
$
|
(9
|
)
|
$
|
(64
|
)
|
$
|
132
|
|
$
|
143
|
|
Foreign exchange contracts
|
(97
|
)
|
249
|
|
—
|
|
74
|
|
(150
|
)
|
15
|
|
—
|
|
(36
|
)
|
(4
|
)
|
51
|
|
206
|
|
|||||||||||
Equity contracts
|
(1,194
|
)
|
102
|
|
—
|
|
(32
|
)
|
163
|
|
(119
|
)
|
—
|
|
(1
|
)
|
(116
|
)
|
(1,197
|
)
|
249
|
|
|||||||||||
Commodity contracts
|
147
|
|
(29
|
)
|
—
|
|
(5
|
)
|
(49
|
)
|
83
|
|
—
|
|
(95
|
)
|
(93
|
)
|
(41
|
)
|
32
|
|
|||||||||||
Credit derivatives
|
86
|
|
(78
|
)
|
—
|
|
(108
|
)
|
(13
|
)
|
—
|
|
—
|
|
—
|
|
83
|
|
(30
|
)
|
(70
|
)
|
|||||||||||
Total trading derivatives,
net(4)
|
$
|
(1,167
|
)
|
$
|
539
|
|
$
|
—
|
|
$
|
(121
|
)
|
$
|
7
|
|
$
|
(6
|
)
|
$
|
(2
|
)
|
$
|
(141
|
)
|
$
|
(194
|
)
|
$
|
(1,085
|
)
|
$
|
560
|
|
|
|
Net realized/unrealized
gains (losses) incl. in |
Transfers
|
|
|
|
|
|
Unrealized
gains (losses) still held(3) |
||||||||||||||||||||||||
In millions of dollars
|
Jun. 30, 2019
|
Principal
transactions |
Other(1)(2)
|
into
Level 3 |
out of
Level 3 |
Purchases
|
Issuances
|
Sales
|
Settlements
|
Sept. 30, 2019
|
|||||||||||||||||||||||
Investments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. government-sponsored agency guaranteed
|
$
|
31
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
31
|
|
$
|
—
|
|
Residential
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Commercial
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Total investment mortgage-backed securities
|
$
|
31
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
31
|
|
$
|
—
|
|
U.S. Treasury and federal agency securities
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
State and municipal
|
1,026
|
|
—
|
|
16
|
|
—
|
|
(153
|
)
|
9
|
|
—
|
|
(17
|
)
|
—
|
|
881
|
|
26
|
|
|||||||||||
Foreign government
|
77
|
|
—
|
|
(1
|
)
|
—
|
|
—
|
|
56
|
|
—
|
|
(20
|
)
|
—
|
|
112
|
|
(2
|
)
|
|||||||||||
Corporate
|
56
|
|
—
|
|
(9
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
47
|
|
—
|
|
|||||||||||
Marketable equity securities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Asset-backed securities
|
59
|
|
—
|
|
(8
|
)
|
27
|
|
(27
|
)
|
—
|
|
—
|
|
(10
|
)
|
—
|
|
41
|
|
—
|
|
|||||||||||
Other debt securities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Non-marketable equity securities
|
448
|
|
—
|
|
(27
|
)
|
13
|
|
—
|
|
2
|
|
—
|
|
(1
|
)
|
—
|
|
435
|
|
(7
|
)
|
|||||||||||
Total investments
|
$
|
1,697
|
|
$
|
—
|
|
$
|
(29
|
)
|
$
|
40
|
|
$
|
(180
|
)
|
$
|
67
|
|
$
|
—
|
|
$
|
(48
|
)
|
$
|
—
|
|
$
|
1,547
|
|
$
|
17
|
|
Loans
|
$
|
419
|
|
$
|
—
|
|
$
|
(5
|
)
|
$
|
20
|
|
$
|
(117
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(2
|
)
|
$
|
315
|
|
$
|
5
|
|
Mortgage servicing rights
|
508
|
|
—
|
|
(35
|
)
|
—
|
|
—
|
|
—
|
|
19
|
|
—
|
|
(20
|
)
|
472
|
|
(27
|
)
|
|||||||||||
Other financial assets measured on a recurring basis
|
—
|
|
—
|
|
1
|
|
6
|
|
(6
|
)
|
2
|
|
37
|
|
(4
|
)
|
(34
|
)
|
2
|
|
(7
|
)
|
|||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest-bearing deposits
|
$
|
1,182
|
|
$
|
—
|
|
$
|
(1
|
)
|
$
|
—
|
|
$
|
(20
|
)
|
$
|
—
|
|
$
|
33
|
|
$
|
—
|
|
$
|
(54
|
)
|
$
|
1,142
|
|
$
|
14
|
|
Securities loaned and sold under agreements to repurchase
|
1,085
|
|
82
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(169
|
)
|
—
|
|
834
|
|
(8
|
)
|
|||||||||||
Trading account liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Securities sold, not yet purchased
|
28
|
|
9
|
|
—
|
|
20
|
|
(1
|
)
|
19
|
|
—
|
|
(12
|
)
|
(3
|
)
|
42
|
|
7
|
|
|||||||||||
Other trading liabilities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Short-term borrowings
|
154
|
|
4
|
|
—
|
|
3
|
|
(6
|
)
|
—
|
|
1
|
|
—
|
|
(130
|
)
|
18
|
|
134
|
|
|||||||||||
Long-term debt
|
14,938
|
|
(320
|
)
|
—
|
|
879
|
|
(860
|
)
|
3
|
|
651
|
|
(1
|
)
|
(64
|
)
|
15,866
|
|
(507
|
)
|
|||||||||||
Other financial liabilities measured on a recurring basis
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
2
|
|
—
|
|
—
|
|
3
|
|
—
|
|
(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 September 30, 2019.
|
(4)
|
Total Level 3 trading derivative assets and liabilities have been netted in these tables for presentation purposes only.
|
|
|
Net realized/unrealized
gains (losses) incl. in |
Transfers
|
|
|
|
|
|
Unrealized
gains (losses) still held(3) |
||||||||||||||||||||||||
In millions of dollars
|
Dec. 31, 2018
|
Principal
transactions |
Other(1)(2)
|
into
Level 3 |
out of
Level 3 |
Purchases
|
Issuances
|
Sales
|
Settlements
|
Sept. 30, 2019
|
|||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Securities borrowed and purchased under agreements to resell
|
$
|
115
|
|
$
|
(4
|
)
|
$
|
—
|
|
$
|
5
|
|
$
|
(4
|
)
|
$
|
145
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(139
|
)
|
$
|
118
|
|
$
|
3
|
|
Trading non-derivative assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Trading mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. government-sponsored agency guaranteed
|
156
|
|
8
|
|
—
|
|
54
|
|
(27
|
)
|
160
|
|
(1
|
)
|
(78
|
)
|
—
|
|
272
|
|
9
|
|
|||||||||||
Residential
|
268
|
|
19
|
|
—
|
|
51
|
|
(61
|
)
|
195
|
|
—
|
|
(308
|
)
|
—
|
|
164
|
|
10
|
|
|||||||||||
Commercial
|
77
|
|
9
|
|
—
|
|
132
|
|
(38
|
)
|
114
|
|
—
|
|
(82
|
)
|
—
|
|
212
|
|
(7
|
)
|
|||||||||||
Total trading mortgage-backed securities
|
$
|
501
|
|
$
|
36
|
|
$
|
—
|
|
$
|
237
|
|
$
|
(126
|
)
|
$
|
469
|
|
$
|
(1
|
)
|
$
|
(468
|
)
|
$
|
—
|
|
$
|
648
|
|
$
|
12
|
|
U.S. Treasury and federal agency securities
|
$
|
1
|
|
$
|
(14
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
20
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(1
|
)
|
$
|
6
|
|
$
|
(2
|
)
|
State and municipal
|
200
|
|
(1
|
)
|
—
|
|
1
|
|
(19
|
)
|
2
|
|
—
|
|
(5
|
)
|
—
|
|
178
|
|
—
|
|
|||||||||||
Foreign government
|
31
|
|
(11
|
)
|
—
|
|
9
|
|
—
|
|
84
|
|
—
|
|
(29
|
)
|
—
|
|
84
|
|
1
|
|
|||||||||||
Corporate
|
360
|
|
331
|
|
—
|
|
173
|
|
(48
|
)
|
257
|
|
(29
|
)
|
(629
|
)
|
(9
|
)
|
406
|
|
(20
|
)
|
|||||||||||
Marketable equity securities
|
153
|
|
(20
|
)
|
—
|
|
5
|
|
(8
|
)
|
110
|
|
—
|
|
(129
|
)
|
—
|
|
111
|
|
(48
|
)
|
|||||||||||
Asset-backed securities
|
1,484
|
|
(102
|
)
|
—
|
|
44
|
|
(55
|
)
|
654
|
|
—
|
|
(688
|
)
|
—
|
|
1,337
|
|
(19
|
)
|
|||||||||||
Other trading assets
|
818
|
|
4
|
|
—
|
|
24
|
|
(281
|
)
|
483
|
|
27
|
|
(577
|
)
|
(19
|
)
|
479
|
|
(4
|
)
|
|||||||||||
Total trading non-derivative assets
|
$
|
3,548
|
|
$
|
223
|
|
$
|
—
|
|
$
|
493
|
|
$
|
(537
|
)
|
$
|
2,079
|
|
$
|
(3
|
)
|
$
|
(2,525
|
)
|
$
|
(29
|
)
|
$
|
3,249
|
|
$
|
(80
|
)
|
Trading derivatives, net(4)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest rate contracts
|
$
|
(154
|
)
|
$
|
176
|
|
$
|
—
|
|
$
|
(124
|
)
|
$
|
220
|
|
$
|
—
|
|
$
|
29
|
|
$
|
(1
|
)
|
$
|
(14
|
)
|
$
|
132
|
|
$
|
(27
|
)
|
Foreign exchange contracts
|
(6
|
)
|
200
|
|
—
|
|
74
|
|
(126
|
)
|
18
|
|
—
|
|
(42
|
)
|
(67
|
)
|
51
|
|
(22
|
)
|
|||||||||||
Equity contracts
|
(784
|
)
|
(9
|
)
|
—
|
|
(224
|
)
|
272
|
|
(118
|
)
|
(147
|
)
|
(1
|
)
|
(186
|
)
|
(1,197
|
)
|
(153
|
)
|
|||||||||||
Commodity contracts
|
(18
|
)
|
8
|
|
—
|
|
1
|
|
(43
|
)
|
203
|
|
—
|
|
(141
|
)
|
(51
|
)
|
(41
|
)
|
178
|
|
|||||||||||
Credit derivatives
|
61
|
|
(338
|
)
|
—
|
|
(127
|
)
|
181
|
|
—
|
|
—
|
|
14
|
|
179
|
|
(30
|
)
|
(355
|
)
|
|||||||||||
Total trading derivatives, net(4)
|
$
|
(901
|
)
|
$
|
37
|
|
$
|
—
|
|
$
|
(400
|
)
|
$
|
504
|
|
$
|
103
|
|
$
|
(118
|
)
|
$
|
(171
|
)
|
$
|
(139
|
)
|
$
|
(1,085
|
)
|
$
|
(379
|
)
|
Investments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. government-sponsored agency guaranteed
|
$
|
32
|
|
$
|
—
|
|
$
|
(1
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
31
|
|
$
|
(3
|
)
|
Residential
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Commercial
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Total investment mortgage-backed securities
|
$
|
32
|
|
$
|
—
|
|
$
|
(1
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
31
|
|
$
|
(3
|
)
|
U.S. Treasury and federal agency securities
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
State and municipal
|
708
|
|
—
|
|
110
|
|
14
|
|
(153
|
)
|
430
|
|
—
|
|
(228
|
)
|
—
|
|
881
|
|
110
|
|
|||||||||||
Foreign government
|
68
|
|
—
|
|
—
|
|
—
|
|
—
|
|
112
|
|
—
|
|
(68
|
)
|
—
|
|
112
|
|
(2
|
)
|
|||||||||||
Corporate
|
156
|
|
—
|
|
(9
|
)
|
—
|
|
(94
|
)
|
—
|
|
—
|
|
(6
|
)
|
—
|
|
47
|
|
—
|
|
|||||||||||
Marketable equity securities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Asset-backed securities
|
187
|
|
—
|
|
—
|
|
122
|
|
(612
|
)
|
550
|
|
—
|
|
(206
|
)
|
—
|
|
41
|
|
2
|
|
|||||||||||
Other debt securities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Non-marketable equity securities
|
586
|
|
—
|
|
(7
|
)
|
19
|
|
—
|
|
9
|
|
—
|
|
(151
|
)
|
(21
|
)
|
435
|
|
2
|
|
|||||||||||
Total investments
|
$
|
1,737
|
|
$
|
—
|
|
$
|
93
|
|
$
|
155
|
|
$
|
(859
|
)
|
$
|
1,101
|
|
$
|
—
|
|
$
|
(659
|
)
|
$
|
(21
|
)
|
$
|
1,547
|
|
$
|
109
|
|
|
|
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
|
Sept. 30, 2019
|
|||||||||||||||||||||||
Loans
|
$
|
277
|
|
$
|
—
|
|
$
|
103
|
|
$
|
148
|
|
$
|
(187
|
)
|
$
|
11
|
|
$
|
—
|
|
$
|
(35
|
)
|
$
|
(2
|
)
|
$
|
315
|
|
$
|
191
|
|
Mortgage servicing rights
|
584
|
|
—
|
|
(99
|
)
|
—
|
|
—
|
|
—
|
|
47
|
|
—
|
|
(60
|
)
|
472
|
|
(60
|
)
|
|||||||||||
Other financial assets measured on a recurring basis
|
—
|
|
—
|
|
26
|
|
6
|
|
(2
|
)
|
2
|
|
32
|
|
(12
|
)
|
(50
|
)
|
2
|
|
(65
|
)
|
|||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest-bearing deposits
|
$
|
495
|
|
$
|
—
|
|
$
|
(50
|
)
|
$
|
3
|
|
$
|
(42
|
)
|
$
|
—
|
|
$
|
836
|
|
$
|
—
|
|
$
|
(200
|
)
|
$
|
1,142
|
|
$
|
(201
|
)
|
Securities loaned and sold under agreements to repurchase
|
983
|
|
44
|
|
—
|
|
1
|
|
4
|
|
—
|
|
—
|
|
(168
|
)
|
58
|
|
834
|
|
(35
|
)
|
|||||||||||
Trading account liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Securities sold, not yet purchased
|
586
|
|
127
|
|
—
|
|
36
|
|
(448
|
)
|
19
|
|
—
|
|
(12
|
)
|
(12
|
)
|
42
|
|
10
|
|
|||||||||||
Other trading liabilities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Short-term borrowings
|
37
|
|
29
|
|
—
|
|
12
|
|
(37
|
)
|
—
|
|
166
|
|
—
|
|
(131
|
)
|
18
|
|
130
|
|
|||||||||||
Long-term debt
|
12,570
|
|
(1,546
|
)
|
—
|
|
2,503
|
|
(3,821
|
)
|
23
|
|
7,501
|
|
(5
|
)
|
(4,451
|
)
|
15,866
|
|
(3,337
|
)
|
|||||||||||
Other financial liabilities measured on a recurring basis
|
—
|
|
—
|
|
4
|
|
5
|
|
—
|
|
—
|
|
2
|
|
—
|
|
—
|
|
3
|
|
(9
|
)
|
(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 September 30, 2019.
|
(4)
|
Total Level 3 trading derivative assets and liabilities have been netted in these tables for presentation purposes only.
|
|
|
Net realized/unrealized
gains (losses) incl. in |
Transfers
|
|
|
|
|
|
Unrealized
gains (losses) still held(3) |
||||||||||||||||||||||||
In millions of dollars
|
Jun. 30, 2018
|
Principal
transactions |
Other(1)(2)
|
into
Level 3 |
out of
Level 3 |
Purchases
|
Issuances
|
Sales
|
Settlements
|
Sept. 30, 2018
|
|||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Securities borrowed and purchased under agreements to resell
|
$
|
66
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(1
|
)
|
$
|
—
|
|
$
|
(61
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
(61
|
)
|
$
|
65
|
|
$
|
4
|
|
Trading non-derivative assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Trading mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. government-sponsored agency guaranteed
|
99
|
|
(2
|
)
|
—
|
|
3
|
|
(7
|
)
|
38
|
|
—
|
|
(3
|
)
|
—
|
|
128
|
|
(2
|
)
|
|||||||||||
Residential
|
132
|
|
111
|
|
—
|
|
17
|
|
(36
|
)
|
8
|
|
—
|
|
(17
|
)
|
—
|
|
215
|
|
(2
|
)
|
|||||||||||
Commercial
|
51
|
|
(2
|
)
|
—
|
|
4
|
|
(8
|
)
|
29
|
|
—
|
|
(17
|
)
|
—
|
|
57
|
|
(1
|
)
|
|||||||||||
Total trading mortgage-backed securities
|
$
|
282
|
|
$
|
107
|
|
$
|
—
|
|
$
|
24
|
|
$
|
(51
|
)
|
$
|
75
|
|
$
|
—
|
|
$
|
(37
|
)
|
$
|
—
|
|
$
|
400
|
|
$
|
(5
|
)
|
U.S. Treasury and federal agency securities
|
$
|
7
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(1
|
)
|
$
|
6
|
|
$
|
—
|
|
State and municipal
|
226
|
|
6
|
|
—
|
|
—
|
|
(52
|
)
|
22
|
|
—
|
|
(2
|
)
|
—
|
|
200
|
|
6
|
|
|||||||||||
Foreign government
|
36
|
|
27
|
|
—
|
|
—
|
|
(8
|
)
|
4
|
|
—
|
|
(7
|
)
|
—
|
|
52
|
|
26
|
|
|||||||||||
Corporate
|
520
|
|
(214
|
)
|
—
|
|
24
|
|
(15
|
)
|
110
|
|
—
|
|
(172
|
)
|
—
|
|
253
|
|
7
|
|
|||||||||||
Marketable equity securities
|
293
|
|
(87
|
)
|
—
|
|
7
|
|
(21
|
)
|
24
|
|
—
|
|
(46
|
)
|
—
|
|
170
|
|
(99
|
)
|
|||||||||||
Asset-backed securities
|
1,688
|
|
(44
|
)
|
—
|
|
20
|
|
(39
|
)
|
305
|
|
—
|
|
(477
|
)
|
—
|
|
1,453
|
|
(45
|
)
|
|||||||||||
Other trading assets
|
542
|
|
78
|
|
—
|
|
94
|
|
(10
|
)
|
185
|
|
2
|
|
(157
|
)
|
(4
|
)
|
730
|
|
53
|
|
|||||||||||
Total trading non-derivative assets
|
$
|
3,594
|
|
$
|
(127
|
)
|
$
|
—
|
|
$
|
169
|
|
$
|
(196
|
)
|
$
|
725
|
|
$
|
2
|
|
$
|
(898
|
)
|
$
|
(5
|
)
|
$
|
3,264
|
|
$
|
(57
|
)
|
Trading derivatives, net(4)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest rate contracts
|
$
|
86
|
|
$
|
10
|
|
$
|
—
|
|
$
|
(11
|
)
|
$
|
(2
|
)
|
$
|
—
|
|
$
|
8
|
|
$
|
—
|
|
$
|
28
|
|
$
|
119
|
|
$
|
59
|
|
Foreign exchange contracts
|
239
|
|
(16
|
)
|
—
|
|
(15
|
)
|
56
|
|
4
|
|
—
|
|
(66
|
)
|
(13
|
)
|
189
|
|
(51
|
)
|
|||||||||||
Equity contracts
|
(1,446
|
)
|
265
|
|
—
|
|
3
|
|
372
|
|
3
|
|
(15
|
)
|
(3
|
)
|
(93
|
)
|
(914
|
)
|
283
|
|
|||||||||||
Commodity contracts
|
(1,906
|
)
|
(67
|
)
|
—
|
|
44
|
|
(16
|
)
|
12
|
|
—
|
|
(8
|
)
|
136
|
|
(1,805
|
)
|
1
|
|
|||||||||||
Credit derivatives
|
(848
|
)
|
(240
|
)
|
—
|
|
(6
|
)
|
7
|
|
—
|
|
—
|
|
—
|
|
81
|
|
(1,006
|
)
|
(231
|
)
|
|||||||||||
Total trading derivatives, net(4)
|
$
|
(3,875
|
)
|
$
|
(48
|
)
|
$
|
—
|
|
$
|
15
|
|
$
|
417
|
|
$
|
19
|
|
$
|
(7
|
)
|
$
|
(77
|
)
|
$
|
139
|
|
$
|
(3,417
|
)
|
$
|
61
|
|
Investments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. government-sponsored agency guaranteed
|
$
|
34
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
34
|
|
$
|
—
|
|
Residential
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Commercial
|
6
|
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
5
|
|
—
|
|
|||||||||||
Total investment mortgage-backed securities
|
$
|
40
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(1
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
39
|
|
$
|
—
|
|
U.S. Treasury and federal agency securities
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
State and municipal
|
762
|
|
—
|
|
(10
|
)
|
—
|
|
—
|
|
17
|
|
—
|
|
(87
|
)
|
—
|
|
682
|
|
(7
|
)
|
|||||||||||
Foreign government
|
54
|
|
—
|
|
(3
|
)
|
—
|
|
(2
|
)
|
45
|
|
—
|
|
(13
|
)
|
—
|
|
81
|
|
(3
|
)
|
|||||||||||
Corporate
|
68
|
|
—
|
|
—
|
|
—
|
|
(64
|
)
|
—
|
|
—
|
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
|||||||||||
Marketable equity securities
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
—
|
|
—
|
|
|||||||||||
Asset-backed securities
|
456
|
|
—
|
|
(6
|
)
|
—
|
|
(177
|
)
|
34
|
|
—
|
|
(23
|
)
|
—
|
|
284
|
|
(5
|
)
|
|||||||||||
Other debt securities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
Net realized/unrealized
gains (losses) incl. in |
Transfers
|
|
|
|
|
|
Unrealized
gains (losses) still held(3) |
||||||||||||||||||||||||
In millions of dollars
|
Jun. 30, 2018
|
Principal
transactions |
Other(1)(2)
|
into
Level 3 |
out of
Level 3 |
Purchases
|
Issuances
|
Sales
|
Settlements
|
Sept. 30, 2018
|
|||||||||||||||||||||||
Non-marketable equity securities
|
611
|
|
—
|
|
(73
|
)
|
163
|
|
—
|
|
71
|
|
—
|
|
(40
|
)
|
1
|
|
733
|
|
(70
|
)
|
|||||||||||
Total investments
|
$
|
1,992
|
|
$
|
—
|
|
$
|
(92
|
)
|
$
|
163
|
|
$
|
(244
|
)
|
$
|
167
|
|
$
|
—
|
|
$
|
(167
|
)
|
$
|
—
|
|
$
|
1,819
|
|
$
|
(85
|
)
|
Loans
|
$
|
381
|
|
$
|
—
|
|
$
|
(27
|
)
|
$
|
—
|
|
$
|
(46
|
)
|
$
|
79
|
|
$
|
—
|
|
$
|
(3
|
)
|
$
|
(1
|
)
|
$
|
383
|
|
$
|
95
|
|
Mortgage servicing rights
|
596
|
|
—
|
|
25
|
|
—
|
|
—
|
|
—
|
|
14
|
|
—
|
|
(17
|
)
|
618
|
|
26
|
|
|||||||||||
Other financial assets measured on a recurring basis
|
—
|
|
—
|
|
15
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(4
|
)
|
(11
|
)
|
—
|
|
14
|
|
|||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest-bearing deposits
|
$
|
320
|
|
$
|
—
|
|
$
|
14
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(3
|
)
|
$
|
303
|
|
$
|
14
|
|
Securities loaned and sold under agreements to repurchase
|
966
|
|
(31
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
997
|
|
24
|
|
|||||||||||
Trading account liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Securities sold, not yet purchased
|
189
|
|
(137
|
)
|
—
|
|
28
|
|
(55
|
)
|
14
|
|
121
|
|
(45
|
)
|
(2
|
)
|
387
|
|
(90
|
)
|
|||||||||||
Other trading liabilities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Short-term borrowings
|
90
|
|
1
|
|
—
|
|
—
|
|
(18
|
)
|
—
|
|
5
|
|
—
|
|
(37
|
)
|
39
|
|
19
|
|
|||||||||||
Long-term debt
|
13,781
|
|
(231
|
)
|
—
|
|
445
|
|
(646
|
)
|
—
|
|
(42
|
)
|
(1
|
)
|
23
|
|
13,791
|
|
(298
|
)
|
|||||||||||
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 September 30, 2018.
|
(4)
|
Total Level 3 trading derivative assets and liabilities have been netted in these tables for presentation purposes only.
|
|
|
Net realized/unrealized
gains (losses) 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
|
Sept. 30, 2018
|
|||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Securities borrowed and purchased under agreements to resell
|
$
|
16
|
|
$
|
19
|
|
$
|
—
|
|
$
|
48
|
|
$
|
—
|
|
$
|
61
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(79
|
)
|
$
|
65
|
|
$
|
10
|
|
Trading non-derivative assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Trading mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. government-sponsored agency guaranteed
|
163
|
|
—
|
|
—
|
|
92
|
|
(97
|
)
|
191
|
|
—
|
|
(221
|
)
|
—
|
|
128
|
|
—
|
|
|||||||||||
Residential
|
164
|
|
116
|
|
—
|
|
75
|
|
(124
|
)
|
99
|
|
—
|
|
(115
|
)
|
—
|
|
215
|
|
(1
|
)
|
|||||||||||
Commercial
|
57
|
|
(3
|
)
|
—
|
|
15
|
|
(45
|
)
|
67
|
|
—
|
|
(34
|
)
|
—
|
|
57
|
|
2
|
|
|||||||||||
Total trading mortgage-backed securities
|
$
|
384
|
|
$
|
113
|
|
$
|
—
|
|
$
|
182
|
|
$
|
(266
|
)
|
$
|
357
|
|
$
|
—
|
|
$
|
(370
|
)
|
$
|
—
|
|
$
|
400
|
|
$
|
1
|
|
U.S. Treasury and federal agency securities
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
6
|
|
$
|
—
|
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(1
|
)
|
$
|
6
|
|
$
|
—
|
|
State and municipal
|
274
|
|
16
|
|
—
|
|
—
|
|
(96
|
)
|
35
|
|
—
|
|
(29
|
)
|
—
|
|
200
|
|
8
|
|
|||||||||||
Foreign government
|
16
|
|
26
|
|
—
|
|
2
|
|
(13
|
)
|
50
|
|
—
|
|
(29
|
)
|
—
|
|
52
|
|
26
|
|
|||||||||||
Corporate
|
275
|
|
(119
|
)
|
—
|
|
85
|
|
(106
|
)
|
389
|
|
—
|
|
(271
|
)
|
—
|
|
253
|
|
(1
|
)
|
|||||||||||
Marketable equity securities
|
120
|
|
(5
|
)
|
—
|
|
24
|
|
(41
|
)
|
266
|
|
—
|
|
(194
|
)
|
—
|
|
170
|
|
(68
|
)
|
|||||||||||
Asset-backed securities
|
1,590
|
|
31
|
|
—
|
|
65
|
|
(86
|
)
|
994
|
|
—
|
|
(1,141
|
)
|
—
|
|
1,453
|
|
(6
|
)
|
|||||||||||
Other trading assets
|
615
|
|
161
|
|
—
|
|
179
|
|
(52
|
)
|
342
|
|
7
|
|
(509
|
)
|
(13
|
)
|
730
|
|
31
|
|
|||||||||||
Total trading non-derivative assets
|
$
|
3,274
|
|
$
|
223
|
|
$
|
—
|
|
$
|
543
|
|
$
|
(660
|
)
|
$
|
2,434
|
|
$
|
7
|
|
$
|
(2,543
|
)
|
$
|
(14
|
)
|
$
|
3,264
|
|
$
|
(9
|
)
|
Trading derivatives, net(4)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest rate contracts
|
$
|
(422
|
)
|
$
|
597
|
|
$
|
—
|
|
$
|
(6
|
)
|
$
|
(74
|
)
|
$
|
8
|
|
$
|
8
|
|
$
|
(16
|
)
|
$
|
24
|
|
$
|
119
|
|
$
|
540
|
|
Foreign exchange contracts
|
130
|
|
89
|
|
—
|
|
(28
|
)
|
59
|
|
11
|
|
—
|
|
(71
|
)
|
(1
|
)
|
189
|
|
52
|
|
|||||||||||
Equity contracts
|
(2,027
|
)
|
163
|
|
—
|
|
(70
|
)
|
1,123
|
|
20
|
|
(15
|
)
|
(14
|
)
|
(94
|
)
|
(914
|
)
|
66
|
|
|||||||||||
Commodity contracts
|
1,861
|
|
(241
|
)
|
—
|
|
1
|
|
82
|
|
39
|
|
—
|
|
(8
|
)
|
183
|
|
(1,805
|
)
|
(70
|
)
|
|||||||||||
Credit derivatives
|
(799
|
)
|
(338
|
)
|
—
|
|
(15
|
)
|
19
|
|
2
|
|
—
|
|
1
|
|
124
|
|
(1,006
|
)
|
(468
|
)
|
|||||||||||
Total trading derivatives, net(4)
|
$
|
(4,979
|
)
|
$
|
270
|
|
$
|
—
|
|
$
|
(118
|
)
|
$
|
1,209
|
|
$
|
80
|
|
$
|
(7
|
)
|
$
|
(108
|
)
|
$
|
236
|
|
$
|
(3,417
|
)
|
$
|
120
|
|
Investments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. government-sponsored agency guaranteed
|
$
|
24
|
|
$
|
—
|
|
$
|
10
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
34
|
|
$
|
(12
|
)
|
Residential
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Commercial
|
3
|
|
—
|
|
2
|
|
1
|
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
5
|
|
—
|
|
|||||||||||
Total investment mortgage-backed securities
|
$
|
27
|
|
$
|
—
|
|
$
|
12
|
|
$
|
1
|
|
$
|
(1
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
39
|
|
$
|
(12
|
)
|
U.S. Treasury and federal agency securities
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
State and municipal
|
737
|
|
—
|
|
(23
|
)
|
—
|
|
(18
|
)
|
157
|
|
—
|
|
(171
|
)
|
—
|
|
682
|
|
(32
|
)
|
|||||||||||
Foreign government
|
92
|
|
—
|
|
(7
|
)
|
1
|
|
(4
|
)
|
107
|
|
—
|
|
(108
|
)
|
—
|
|
81
|
|
(3
|
)
|
|||||||||||
Corporate
|
71
|
|
—
|
|
(1
|
)
|
3
|
|
(66
|
)
|
3
|
|
—
|
|
(10
|
)
|
—
|
|
—
|
|
—
|
|
|||||||||||
Marketable equity securities
|
2
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(1
|
)
|
(1
|
)
|
—
|
|
—
|
|
|||||||||||
Asset-backed securities
|
827
|
|
—
|
|
(21
|
)
|
3
|
|
(521
|
)
|
45
|
|
—
|
|
(49
|
)
|
—
|
|
284
|
|
(6
|
)
|
|||||||||||
Other debt securities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Non-marketable equity securities
|
681
|
|
—
|
|
(103
|
)
|
193
|
|
—
|
|
86
|
|
—
|
|
(73
|
)
|
(51
|
)
|
733
|
|
(56
|
)
|
|||||||||||
Total investments
|
$
|
2,437
|
|
$
|
—
|
|
$
|
(143
|
)
|
$
|
201
|
|
$
|
(610
|
)
|
$
|
398
|
|
$
|
—
|
|
$
|
(412
|
)
|
$
|
(52
|
)
|
$
|
1,819
|
|
$
|
(109
|
)
|
|
|
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
|
Sept. 30, 2018
|
|||||||||||||||||||||||
Loans
|
$
|
550
|
|
$
|
—
|
|
$
|
(282
|
)
|
$
|
—
|
|
$
|
13
|
|
$
|
130
|
|
$
|
—
|
|
$
|
(25
|
)
|
$
|
(3
|
)
|
$
|
383
|
|
$
|
286
|
|
Mortgage servicing rights
|
558
|
|
—
|
|
82
|
|
—
|
|
—
|
|
—
|
|
46
|
|
(18
|
)
|
(50
|
)
|
618
|
|
83
|
|
|||||||||||
Other financial assets measured on a recurring basis
|
16
|
|
—
|
|
37
|
|
—
|
|
(11
|
)
|
4
|
|
12
|
|
(8
|
)
|
(50
|
)
|
—
|
|
53
|
|
|||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest-bearing deposits
|
$
|
286
|
|
$
|
—
|
|
$
|
37
|
|
$
|
12
|
|
$
|
—
|
|
$
|
—
|
|
$
|
45
|
|
$
|
—
|
|
$
|
(3
|
)
|
$
|
303
|
|
$
|
(104
|
)
|
Securities loaned and sold under agreements to repurchase
|
726
|
|
8
|
|
—
|
|
—
|
|
—
|
|
—
|
|
243
|
|
—
|
|
36
|
|
997
|
|
52
|
|
|||||||||||
Trading account liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Securities sold, not yet purchased
|
22
|
|
(384
|
)
|
—
|
|
35
|
|
(86
|
)
|
14
|
|
121
|
|
(36
|
)
|
(67
|
)
|
387
|
|
(128
|
)
|
|||||||||||
Other trading liabilities
|
5
|
|
5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Short-term borrowings
|
18
|
|
2
|
|
—
|
|
48
|
|
(39
|
)
|
—
|
|
54
|
|
—
|
|
(40
|
)
|
39
|
|
22
|
|
|||||||||||
Long-term debt
|
13,082
|
|
(474
|
)
|
—
|
|
2,200
|
|
(1,950
|
)
|
36
|
|
(35
|
)
|
(45
|
)
|
29
|
|
13,791
|
|
(1,709
|
)
|
|||||||||||
Other financial liabilities measured on a recurring basis
|
8
|
|
—
|
|
(2
|
)
|
1
|
|
(10
|
)
|
—
|
|
2
|
|
—
|
|
(3
|
)
|
—
|
|
(9
|
)
|
(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 September 30, 2018.
|
(4)
|
Total Level 3 trading derivative assets and liabilities have been netted in these tables for presentation purposes only.
|
•
|
During the three and nine months ended September 30, 2019, transfers of Long-term debt of $0.9 billion and $2.5 billion from Level 2 to Level 3, and of $0.9 billion and $3.8 billion from Level 3 to Level 2, respectively, reflect changes in the significance of unobservable inputs as well as certain underlying market inputs becoming less or more observable, related to structured debt.
|
•
|
During the three and nine months ended September 30, 2018, transfers of Long-term debt of $0.4 billion and $2.2 billion from Level 2 to Level 3, and of $0.6 billion and $2.0 billion from Level 3 to Level 2, respectively, reflect changes in the significance of unobservable inputs as well as certain underlying market inputs becoming less or more observable, related to structured debt.
|
As of September 30, 2019
|
Fair value(1)
(in millions)
|
Methodology
|
Input
|
Low(2)(3)
|
High(2)(3)
|
Weighted
average(4)
|
||||||||
Assets
|
|
|
|
|
|
|
||||||||
Securities borrowed and purchased under agreements to resell
|
$
|
118
|
|
Model-based
|
Interest rate
|
1.58
|
%
|
3.67
|
%
|
2.78
|
%
|
|||
Mortgage-backed securities
|
$
|
337
|
|
Price-based
|
Price
|
$
|
0.01
|
|
$
|
120.00
|
|
$
|
90.77
|
|
|
323
|
|
Yield analysis
|
Yield
|
2.20
|
%
|
7.82
|
%
|
3.16
|
%
|
||||
State and municipal, foreign government, corporate and other debt securities
|
$
|
1,366
|
|
Model-based
|
Price
|
35 bps
|
|
383 bps
|
|
202 bps
|
|
|||
|
619
|
|
Price-based
|
Credit spread
|
$
|
—
|
|
$
|
1,148.80
|
|
$
|
79.61
|
|
|
Marketable equity securities(5)
|
$
|
72
|
|
Price-based
|
Price
|
$
|
—
|
|
$
|
41,713.00
|
|
$
|
3,396.75
|
|
|
39
|
|
Model-based
|
WAL
|
0.72 year
|
|
0.72 year
|
|
0.72 year
|
|
||||
|
|
|
Recovery
(in millions)
|
$
|
5,450.00
|
|
$
|
5,450.00
|
|
$
|
5,450.00
|
|
||
Asset-backed securities
|
$
|
1,337
|
|
Price-based
|
Price
|
$
|
3.50
|
|
$
|
100.13
|
|
$
|
64.52
|
|
Non-marketable equities
|
$
|
248
|
|
Comparables analysis
|
EBITDA multiples
|
6.50x
|
|
17.00x
|
|
10.73x
|
|
|||
|
154
|
|
Price-based
|
Price
|
$
|
—
|
|
$
|
1,472.84
|
|
$
|
748.70
|
|
|
|
|
|
Appraised value
|
308,065
|
|
32,289,321
|
|
8,609,001
|
|
|||||
|
|
|
Discount to price
|
—
|
%
|
10.00
|
%
|
2.52
|
%
|
|||||
Derivatives—gross(6)
|
|
|
|
|
|
|
||||||||
Interest rate contracts (gross)
|
$
|
3,898
|
|
Model-based
|
Mean reversion
|
1.00
|
%
|
20.00
|
%
|
10.50
|
%
|
|||
|
|
|
Inflation volatility
|
0.22
|
%
|
2.74
|
%
|
0.80
|
%
|
|||||
|
|
|
IR normal volatility
|
0.20
|
%
|
0.87
|
%
|
0.54
|
%
|
|||||
Foreign exchange contracts (gross)
|
$
|
2,105
|
|
Model-based
|
FX rate
|
$
|
0.01
|
|
$
|
143.81
|
|
$
|
53.46
|
|
|
|
|
FX volatility
|
5.82
|
%
|
12.16
|
%
|
10.60
|
%
|
|||||
|
|
|
Interest rate
|
0.04
|
%
|
159.05
|
%
|
18.73
|
%
|
|||||
Equity contracts (gross)(7)
|
$
|
1,809
|
|
Model-based
|
Equity volatility
|
3.10
|
%
|
58.87
|
%
|
29.73
|
%
|
|||
|
|
|
Forward price
|
57.68
|
%
|
100.64
|
%
|
89.68
|
%
|
|||||
Commodity and other contracts (gross)
|
$
|
1,649
|
|
Model-based
|
Forward price
|
60.29
|
%
|
689.42
|
%
|
149.58
|
%
|
|||
|
|
|
Commodity volatility
|
9.75
|
%
|
78.50
|
%
|
24.70
|
%
|
|||||
|
|
|
Commodity correlation
|
(45.00
|
)%
|
88.13
|
%
|
60.21
|
%
|
|||||
Credit derivatives (gross)
|
$
|
840
|
|
Model-based
|
Upfront points
|
5.91
|
%
|
99.00
|
%
|
56.09
|
%
|
|||
|
568
|
|
Price-based
|
Credit spread
|
8 bps
|
|
280 bps
|
|
70 bps
|
|
||||
|
|
|
Credit correlation
|
25.00
|
%
|
85.00
|
%
|
43.52
|
%
|
|||||
|
|
|
Price
|
$
|
20.04
|
|
$
|
100.00
|
|
$
|
82.46
|
|
||
|
|
|
Recovery rate
|
20
|
%
|
65
|
%
|
46
|
%
|
As of September 30, 2019
|
Fair value(1)
(in millions)
|
Methodology
|
Input
|
Low(2)(3)
|
High(2)(3)
|
Weighted
average(4)
|
||||||||
Loans and leases
|
$
|
315
|
|
Model-based
|
Credit spread
|
17 bps
|
|
94 bps
|
|
85 bps
|
|
|||
|
|
|
|
Equity volatility
|
3.00
|
%
|
63.00
|
%
|
30.11
|
%
|
||||
|
|
|
Yield
|
—
|
%
|
—
|
%
|
—
|
%
|
|||||
Mortgage servicing rights
|
$
|
395
|
|
Cash flow
|
Yield
|
1.95
|
%
|
12.00
|
%
|
9.88
|
%
|
|||
|
77
|
|
Model-based
|
WAL
|
3.76 years
|
|
7.81 years
|
|
6.18 years
|
|
||||
Liabilities
|
|
|
|
|
|
|
||||||||
Interest-bearing deposits
|
$
|
1,142
|
|
Model-based
|
Mean reversion
|
1.00
|
%
|
20.00
|
%
|
10.50
|
%
|
|||
Securities loaned and sold under agreement to repurchase
|
$
|
834
|
|
Model-based
|
Interest rate
|
1.58
|
%
|
2.10
|
%
|
1.70
|
%
|
|||
Trading account liabilities
|
|
|
|
|
|
|
||||||||
Securities sold, not yet purchased
|
$
|
38
|
|
Price-based
|
Price
|
$
|
—
|
|
$
|
865.86
|
|
$
|
104.74
|
|
|
4
|
|
Model-based
|
|
|
|
|
|||||||
Short-term borrowings and long-term debt
|
$
|
15,884
|
|
Model-based
|
Mean reversion
|
1.00
|
%
|
20.00
|
%
|
10.50
|
%
|
|||
|
|
|
Forward price
|
57.68
|
%
|
689.42
|
%
|
96.18
|
%
|
|||||
|
|
|
IR normal volatility
|
0.20
|
%
|
0.87
|
%
|
0.48
|
%
|
As of December 31, 2018
|
Fair value(1)
(in millions)
|
Methodology
|
Input
|
Low(2)(3)
|
|
High(2)(3)
|
Weighted
average(4)
|
|||||||
Assets
|
|
|
|
|
|
|
|
|||||||
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
|
1.47 years
|
|
1.47 years
|
|
1.47 years
|
|
||||
Asset-backed securities
|
$
|
1,608
|
|
Price-based
|
Price
|
$
|
2.75
|
|
$
|
101.03
|
|
$
|
66.18
|
|
Non-marketable equity
|
$
|
293
|
|
Comparables analysis
|
Discount to price
|
—
|
%
|
100.00
|
%
|
0.66
|
%
|
|||
|
255
|
|
Price-based
|
EBITDA multiples
|
5.00x
|
|
34.00x
|
|
9.73x
|
|
||||
|
|
|
|
Net operating income multiple
|
24.70x
|
|
24.70x
|
|
24.70x
|
|
||||
|
|
|
Price
|
$
|
2.38
|
|
$
|
1,073.80
|
|
$
|
420.24
|
|
||
|
|
|
Revenue multiple
|
2.25x
|
|
16.50x
|
|
7.06x
|
|
|||||
Derivatives—gross(6)
|
|
|
|
|
|
|
|
|||||||
Interest rate contracts (gross)
|
$
|
3,467
|
|
Model-based
|
Mean reversion
|
1.00
|
%
|
20.00
|
%
|
10.50
|
%
|
|||
|
|
|
Inflation volatility
|
0.22
|
%
|
2.65
|
%
|
0.77
|
%
|
|||||
|
|
|
IR normal volatility
|
0.13
|
%
|
0.86
|
%
|
0.56
|
%
|
|||||
Foreign exchange contracts (gross)
|
$
|
626
|
|
Model-based
|
Foreign exchange (FX) volatility
|
3.15
|
%
|
17.35
|
%
|
11.37
|
%
|
|||
|
73
|
|
Cash flow
|
IR-IR correlation
|
(51.00
|
)%
|
40.00
|
%
|
32.69
|
%
|
||||
|
|
|
IR-FX correlation
|
40.00
|
%
|
60.00
|
%
|
50.00
|
%
|
|||||
|
|
|
|
Credit spread
|
39 bps
|
|
676 bps
|
|
423 bps
|
|
||||
|
|
|
IR basis
|
(0.65
|
)%
|
0.11
|
%
|
(0.17
|
)%
|
|||||
|
|
|
Yield
|
6.98
|
%
|
7.48
|
%
|
7.23
|
%
|
|||||
Equity contracts (gross)(7)
|
$
|
1,467
|
|
Model-based
|
Equity volatility
|
3.00
|
%
|
78.39
|
%
|
37.53
|
%
|
As of December 31, 2018
|
Fair value(1)
(in millions)
|
Methodology
|
Input
|
Low(2)(3)
|
|
High(2)(3)
|
Weighted
average(4)
|
|||||||
|
|
|
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
|
|
1,127 bps
|
|
87 bps
|
|
|||||
|
|
|
Recovery rate
|
5.00
|
%
|
65.00
|
%
|
46.40
|
%
|
|||||
|
|
|
Price
|
$
|
16.59
|
|
$
|
98.00
|
|
$
|
81.19
|
|
||
Loans and leases
|
$
|
248
|
|
Model-based
|
Credit spread
|
138 bps
|
|
255 bps
|
|
147 bps
|
|
|||
|
29
|
|
Price-based
|
Yield
|
0.30
|
%
|
0.47
|
%
|
0.32
|
%
|
||||
|
|
|
Price
|
$
|
55.83
|
|
$
|
110.00
|
|
$
|
92.40
|
|
||
Mortgage servicing rights
|
$
|
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
|
%
|
||||
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
|
%
|
|||
|
|
|
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.
|
(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.
|
In millions of dollars
|
Fair value
|
Level 2
|
Level 3
|
||||||
September 30, 2019
|
|
|
|
||||||
Loans HFS(1)
|
$
|
4,824
|
|
$
|
2,974
|
|
$
|
1,850
|
|
Other real estate owned
|
23
|
|
6
|
|
17
|
|
|||
Loans(2)
|
404
|
|
94
|
|
310
|
|
|||
Non-marketable equity securities measured using the measurement alternative
|
152
|
|
152
|
|
—
|
|
|||
Total assets at fair value on a nonrecurring basis
|
$
|
5,403
|
|
$
|
3,226
|
|
$
|
2,177
|
|
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.
|
As of September 30, 2019
|
Fair value(1)
(in millions)
|
Methodology
|
Input
|
Low(2)
|
High
|
Weighted
average(3)
|
||||||||
Loans held-for-sale
|
$
|
1,854
|
|
Price-based
|
Price
|
$
|
86.00
|
|
$
|
100.00
|
|
$
|
98.89
|
|
Other real estate owned
|
$
|
13
|
|
Price-based
|
Appraised value(4)
|
$
|
2,196,044
|
|
$
|
8,394,102
|
|
$
|
5,627,285
|
|
|
3
|
|
Recovery analysis
|
|
|
|
|
|||||||
Loans(5)
|
$
|
128
|
|
Price-based
|
Price
|
$
|
2.40
|
|
$
|
57.00
|
|
$
|
28.91
|
|
|
123
|
|
Recovery analysis
|
Recovery Rate
|
0.09
|
%
|
88.60
|
%
|
47.58
|
%
|
||||
|
35
|
|
Cash flow
|
Appraised value
|
$17,521,218
|
$43,646,426
|
$30,583,822
|
|||||||
Non-marketable equity securities measured using the measurement alternative
|
|
Price-based
|
Price
|
$
|
13.36
|
|
$
|
13.36
|
|
$
|
13.36
|
|
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
|
$
|
80.90
|
|
$
|
100.00
|
|
$
|
98.47
|
|
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(6)
|
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)
|
Represents impaired loans held for investment whose carrying amounts are based on the fair value of the underlying collateral, primarily real estate secured loans.
|
(6)
|
Includes estimated costs to sell.
|
|
Three Months Ended September 30,
|
|||||
In millions of dollars
|
2019
|
2018
|
||||
Loans HFS
|
$
|
(12
|
)
|
$
|
(1
|
)
|
Other real estate owned
|
(1
|
)
|
(1
|
)
|
||
Loans(1)
|
(41
|
)
|
(22
|
)
|
||
Non-marketable equity securities measured using the measurement alternative
|
18
|
|
7
|
|
||
Total nonrecurring fair value gains (losses)
|
$
|
(36
|
)
|
$
|
(17
|
)
|
(1)
|
Represents loans held for investment whose carrying amount is based on the fair value of the underlying collateral, primarily real estate.
|
|
Nine Months Ended September 30,
|
|||||
In millions of dollars
|
2019
|
2018
|
||||
Loans HFS
|
$
|
—
|
|
$
|
8
|
|
Other real estate owned
|
(2
|
)
|
(2
|
)
|
||
Loans(1)
|
(50
|
)
|
(51
|
)
|
||
Non-marketable equity securities measured using the measurement alternative
|
83
|
|
111
|
|
||
Total nonrecurring fair value gains (losses)
|
$
|
31
|
|
$
|
66
|
|
(1)
|
Represents loans held for investment whose carrying amount is based on the fair value of the underlying collateral, primarily real estate.
|
|
September 30, 2019
|
Estimated fair value
|
|||||||||||||
|
Carrying
value
|
Estimated
fair value
|
|
|
|
||||||||||
In billions of dollars
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Assets
|
|
|
|
|
|
||||||||||
Investments
|
$
|
81.1
|
|
$
|
82.6
|
|
$
|
1.9
|
|
$
|
78.7
|
|
$
|
2.0
|
|
Securities borrowed and purchased under agreements to resell
|
112.8
|
|
115.7
|
|
—
|
|
115.6
|
|
0.1
|
|
|||||
Loans(1)(2)
|
673.9
|
|
680.4
|
|
—
|
|
—
|
|
680.4
|
|
|||||
Other financial assets(2)(3)
|
301.3
|
|
301.5
|
|
204.0
|
|
16.4
|
|
81.1
|
|
|||||
Liabilities
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
1,085.1
|
|
$
|
1,077.9
|
|
$
|
—
|
|
$
|
874.3
|
|
$
|
203.6
|
|
Securities loaned and sold under agreements to repurchase
|
142.8
|
|
142.8
|
|
—
|
|
142.8
|
|
—
|
|
|||||
Long-term debt(4)
|
190.7
|
|
200.9
|
|
—
|
|
185.8
|
|
15.1
|
|
|||||
Other financial liabilities(5)
|
113.2
|
|
113.2
|
|
—
|
|
18.2
|
|
95.0
|
|
|
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
|
|
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
|
|
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 $12.5 billion for September 30, 2019 and $12.3 billion for December 31, 2018. In addition, the carrying values exclude $1.4 billion and $1.6 billion of lease finance receivables at September 30, 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.
|
|
Changes in fair value—gains (losses)
|
|||||||||||
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
In millions of dollars
|
2019
|
2018
|
2019
|
2018
|
||||||||
Assets
|
|
|
|
|
||||||||
Securities borrowed and purchased under agreements to resell
|
$
|
(14
|
)
|
$
|
(17
|
)
|
$
|
21
|
|
$
|
(14
|
)
|
Trading account assets
|
2
|
|
3
|
|
214
|
|
(98
|
)
|
||||
Investments
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Loans
|
|
|
|
|
||||||||
Certain corporate loans
|
(320
|
)
|
11
|
|
(533
|
)
|
(115
|
)
|
||||
Certain consumer loans
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Total loans
|
$
|
(320
|
)
|
$
|
11
|
|
$
|
(533
|
)
|
$
|
(115
|
)
|
Other assets
|
|
|
|
|
||||||||
MSRs
|
$
|
(35
|
)
|
$
|
25
|
|
$
|
(99
|
)
|
$
|
82
|
|
Certain mortgage loans HFS(1)
|
30
|
|
9
|
|
67
|
|
21
|
|
||||
Total other assets
|
$
|
(5
|
)
|
$
|
34
|
|
$
|
(32
|
)
|
$
|
103
|
|
Total assets
|
$
|
(337
|
)
|
$
|
31
|
|
$
|
(330
|
)
|
$
|
(124
|
)
|
Liabilities
|
|
|
|
|
||||||||
Interest-bearing deposits
|
$
|
(24
|
)
|
$
|
(20
|
)
|
$
|
(158
|
)
|
$
|
18
|
|
Securities loaned and sold under agreements to repurchase
|
172
|
|
230
|
|
258
|
|
104
|
|
||||
Trading account liabilities
|
8
|
|
25
|
|
21
|
|
4
|
|
||||
Short-term borrowings(2)
|
102
|
|
20
|
|
21
|
|
138
|
|
||||
Long-term debt(2)
|
(225
|
)
|
(270
|
)
|
(4,019
|
)
|
1,269
|
|
||||
Total liabilities
|
$
|
33
|
|
$
|
(15
|
)
|
$
|
(3,877
|
)
|
$
|
1,533
|
|
(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 DVA that is included in AOCI. See Notes 17 and 20 to the Consolidated Financial Statements.
|
|
September 30, 2019
|
December 31, 2018
|
||||||||||
In millions of dollars
|
Trading assets
|
Loans
|
Trading assets
|
Loans
|
||||||||
Carrying amount reported on the Consolidated Balance Sheet
|
$
|
8,752
|
|
$
|
3,856
|
|
$
|
10,108
|
|
$
|
3,224
|
|
Aggregate unpaid principal balance in excess of (less than) fair value
|
463
|
|
565
|
|
435
|
|
741
|
|
||||
Balance of non-accrual loans or loans more than 90 days past due
|
—
|
|
1
|
|
—
|
|
1
|
|
||||
Aggregate unpaid principal balance in excess of (less than) fair value for non-accrual loans or loans more than 90 days past due
|
—
|
|
1
|
|
—
|
|
—
|
|
In millions of dollars
|
September 30,
2019 |
December 31, 2018
|
||||
Carrying amount reported on the Consolidated Balance Sheet
|
$
|
730
|
|
$
|
556
|
|
Aggregate fair value in excess of (less than) unpaid principal balance
|
19
|
|
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
|
—
|
|
—
|
|
In billions of dollars
|
September 30, 2019
|
December 31, 2018
|
||||
Interest rate linked
|
$
|
22.4
|
|
$
|
17.3
|
|
Foreign exchange linked
|
0.9
|
|
0.5
|
|
||
Equity linked
|
20.1
|
|
14.8
|
|
||
Commodity linked
|
1.5
|
|
1.2
|
|
||
Credit linked
|
1.9
|
|
1.9
|
|
||
Total
|
$
|
46.8
|
|
$
|
35.7
|
|
In millions of dollars
|
September 30, 2019
|
December 31, 2018
|
||||
Carrying amount reported on the Consolidated Balance Sheet
|
$
|
51,491
|
|
$
|
38,229
|
|
Aggregate unpaid principal balance in excess of (less than) fair value
|
1,073
|
|
3,814
|
|
In millions of dollars
|
September 30, 2019
|
December 31, 2018
|
||||
Carrying amount reported on the Consolidated Balance Sheet
|
$
|
4,823
|
|
$
|
4,483
|
|
Aggregate unpaid principal balance in excess of (less than) fair value
|
742
|
|
861
|
|
|
Maximum potential amount of future payments
|
|
||||||||||
In billions of dollars at September 30, 2019
|
Expire within
1 year
|
Expire after
1 year
|
Total amount
outstanding
|
Carrying value
(in millions of dollars)
|
||||||||
Financial standby letters of credit
|
$
|
32.6
|
|
$
|
62.6
|
|
$
|
95.2
|
|
$
|
131
|
|
Performance guarantees
|
7.6
|
|
4.4
|
|
12.0
|
|
23
|
|
||||
Derivative instruments considered to be guarantees
|
40.2
|
|
63.8
|
|
104.0
|
|
358
|
|
||||
Loans sold with recourse
|
—
|
|
1.3
|
|
1.3
|
|
8
|
|
||||
Securities lending indemnifications(1)
|
101.5
|
|
—
|
|
101.5
|
|
—
|
|
||||
Credit card merchant processing(1)(2)
|
91.1
|
|
—
|
|
91.1
|
|
—
|
|
||||
Credit card arrangements with partners
|
0.1
|
|
0.6
|
|
0.7
|
|
23
|
|
||||
Custody indemnifications and other
|
—
|
|
31.5
|
|
31.5
|
|
41
|
|
||||
Total
|
$
|
273.1
|
|
$
|
164.2
|
|
$
|
437.3
|
|
$
|
584
|
|
|
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
|
$
|
32.1
|
|
$
|
67.5
|
|
$
|
99.6
|
|
$
|
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)
|
94.7
|
|
—
|
|
94.7
|
|
—
|
|
||||
Credit card arrangements with partners
|
0.3
|
|
0.8
|
|
1.1
|
|
162
|
|
||||
Custody indemnifications and other
|
—
|
|
35.4
|
|
35.4
|
|
41
|
|
||||
Total
|
$
|
256.6
|
|
$
|
196.5
|
|
$
|
453.1
|
|
$
|
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 September 30, 2019 and December 31, 2018, this maximum potential exposure was estimated to be $91 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.
|
|
Maximum potential amount of future payments
|
|||||||||||
In billions of dollars at September 30, 2019
|
Investment
grade
|
Non-investment
grade
|
Not
rated
|
Total
|
||||||||
Financial standby letters of credit
|
$
|
67.4
|
|
$
|
11.8
|
|
$
|
16.0
|
|
$
|
95.2
|
|
Performance guarantees
|
9.5
|
|
2.1
|
|
0.4
|
|
12.0
|
|
||||
Derivative instruments deemed to be guarantees
|
—
|
|
—
|
|
104.0
|
|
104.0
|
|
||||
Loans sold with recourse
|
—
|
|
—
|
|
1.3
|
|
1.3
|
|
||||
Securities lending indemnifications
|
—
|
|
—
|
|
101.5
|
|
101.5
|
|
||||
Credit card merchant processing
|
—
|
|
—
|
|
91.1
|
|
91.1
|
|
||||
Credit card arrangements with partners
|
—
|
|
—
|
|
0.7
|
|
0.7
|
|
||||
Custody indemnifications and other
|
19.1
|
|
12.4
|
|
—
|
|
31.5
|
|
||||
Total
|
$
|
96.0
|
|
$
|
26.3
|
|
$
|
315.0
|
|
$
|
437.3
|
|
|
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
|
$
|
71.3
|
|
$
|
11.9
|
|
$
|
16.4
|
|
$
|
99.6
|
|
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
|
—
|
|
—
|
|
94.7
|
|
94.7
|
|
||||
Credit card arrangements with partners
|
—
|
|
—
|
|
1.1
|
|
1.1
|
|
||||
Custody indemnifications and other
|
22.2
|
|
13.2
|
|
—
|
|
35.4
|
|
||||
Total
|
$
|
102.7
|
|
$
|
27.2
|
|
$
|
323.2
|
|
$
|
453.1
|
|
In millions of dollars
|
Operating leases
|
||
As of September 30, 2019
|
|
||
Remaining 2019
|
$
|
241
|
|
2020
|
779
|
|
|
2021
|
665
|
|
|
2022
|
528
|
|
|
2023
|
400
|
|
|
Thereafter
|
1,059
|
|
|
Total future lease payments
|
$
|
3,672
|
|
Less imputed interest (based on weighted-average discount rate of 3.6%)
|
(397
|
)
|
|
Lease liability
|
$
|
3,275
|
|
In millions of dollars
|
U.S.
|
Outside of
U.S.
|
September 30,
2019 |
December 31,
2018
|
||||||||
Commercial and similar letters of credit
|
$
|
827
|
|
$
|
4,631
|
|
$
|
5,458
|
|
$
|
5,461
|
|
One- to four-family residential mortgages
|
2,605
|
|
1,579
|
|
4,184
|
|
2,671
|
|
||||
Revolving open-end loans secured by one- to four-family residential properties
|
9,596
|
|
1,256
|
|
10,852
|
|
11,374
|
|
||||
Commercial real estate, construction and land development
|
10,618
|
|
1,590
|
|
12,208
|
|
11,293
|
|
||||
Credit card lines
|
612,477
|
|
94,305
|
|
706,782
|
|
696,007
|
|
||||
Commercial and other consumer loan commitments
|
206,478
|
|
103,510
|
|
309,988
|
|
300,115
|
|
||||
Other commitments and contingencies
|
1,754
|
|
303
|
|
2,057
|
|
3,321
|
|
||||
Total
|
$
|
844,355
|
|
$
|
207,174
|
|
$
|
1,051,529
|
|
$
|
1,030,242
|
|
In millions of dollars
|
September 30,
2019 |
December 31,
2018
|
||||
Cash and due from banks
|
$
|
3,377
|
|
$
|
4,000
|
|
Deposits with banks
|
24,474
|
|
27,208
|
|
||
Total
|
$
|
27,851
|
|
$
|
31,208
|
|
|
Three Months Ended September 30, 2019
|
||||||||||||||||||
In millions of dollars
|
Citigroup parent company
|
|
CGMHI
|
|
Other Citigroup subsidiaries and eliminations
|
|
Consolidating adjustments
|
|
Citigroup consolidated
|
||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends from subsidiaries
|
$
|
4,829
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(4,829
|
)
|
|
$
|
—
|
|
Interest revenue
|
2
|
|
|
2,595
|
|
|
16,580
|
|
|
—
|
|
|
19,177
|
|
|||||
Interest revenue—intercompany
|
1,240
|
|
|
502
|
|
|
(1,742
|
)
|
|
—
|
|
|
—
|
|
|||||
Interest expense
|
1,214
|
|
|
1,831
|
|
|
4,491
|
|
|
—
|
|
|
7,536
|
|
|||||
Interest expense—intercompany
|
246
|
|
|
1,088
|
|
|
(1,334
|
)
|
|
—
|
|
|
—
|
|
|||||
Net interest revenue
|
$
|
(218
|
)
|
|
$
|
178
|
|
|
$
|
11,681
|
|
|
$
|
—
|
|
|
$
|
11,641
|
|
Commissions and fees
|
$
|
—
|
|
|
$
|
1,296
|
|
|
$
|
1,610
|
|
|
$
|
—
|
|
|
$
|
2,906
|
|
Commissions and fees—intercompany
|
(19
|
)
|
|
39
|
|
|
(20
|
)
|
|
—
|
|
|
—
|
|
|||||
Principal transactions
|
(1,535
|
)
|
|
291
|
|
|
4,046
|
|
|
—
|
|
|
2,802
|
|
|||||
Principal transactions—intercompany
|
284
|
|
|
693
|
|
|
(977
|
)
|
|
—
|
|
|
—
|
|
|||||
Other income
|
1,213
|
|
|
67
|
|
|
(55
|
)
|
|
—
|
|
|
1,225
|
|
|||||
Other income—intercompany
|
(95
|
)
|
|
30
|
|
|
65
|
|
|
—
|
|
|
—
|
|
|||||
Total non-interest revenues
|
$
|
(152
|
)
|
|
$
|
2,416
|
|
|
$
|
4,669
|
|
|
$
|
—
|
|
|
$
|
6,933
|
|
Total revenues, net of interest expense
|
$
|
4,459
|
|
|
$
|
2,594
|
|
|
$
|
16,350
|
|
|
$
|
(4,829
|
)
|
|
$
|
18,574
|
|
Provisions for credit losses and for benefits and claims
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,088
|
|
|
$
|
—
|
|
|
$
|
2,088
|
|
Operating expenses
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Compensation and benefits
|
$
|
(6
|
)
|
|
$
|
1,277
|
|
|
$
|
4,058
|
|
|
$
|
—
|
|
|
$
|
5,329
|
|
Compensation and benefits—intercompany
|
54
|
|
|
—
|
|
|
(54
|
)
|
|
—
|
|
|
—
|
|
|||||
Other operating
|
(38
|
)
|
|
571
|
|
|
4,602
|
|
|
—
|
|
|
5,135
|
|
|||||
Other operating—intercompany
|
6
|
|
|
625
|
|
|
(631
|
)
|
|
—
|
|
|
—
|
|
|||||
Total operating expenses
|
$
|
16
|
|
|
$
|
2,473
|
|
|
$
|
7,975
|
|
|
$
|
—
|
|
|
$
|
10,464
|
|
Equity in undistributed income of subsidiaries
|
$
|
328
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(328
|
)
|
|
$
|
—
|
|
Income (loss) from continuing operations before income taxes
|
$
|
4,771
|
|
|
$
|
121
|
|
|
$
|
6,287
|
|
|
$
|
(5,157
|
)
|
|
$
|
6,022
|
|
Provision (benefit) for income taxes
|
(142
|
)
|
|
12
|
|
|
1,209
|
|
|
—
|
|
|
1,079
|
|
|||||
Income (loss) from continuing operations
|
$
|
4,913
|
|
|
$
|
109
|
|
|
$
|
5,078
|
|
|
$
|
(5,157
|
)
|
|
$
|
4,943
|
|
Income (loss) from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|||||
Net income before attribution of noncontrolling interests
|
$
|
4,913
|
|
|
$
|
109
|
|
|
$
|
5,063
|
|
|
$
|
(5,157
|
)
|
|
$
|
4,928
|
|
Noncontrolling interests
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|||||
Net income (loss)
|
$
|
4,913
|
|
|
$
|
109
|
|
|
$
|
5,048
|
|
|
$
|
(5,157
|
)
|
|
$
|
4,913
|
|
Comprehensive income
|
|
|
|
|
|
|
|
|
|
||||||||||
Add: Other comprehensive income (loss)
|
$
|
(932
|
)
|
|
$
|
41
|
|
|
$
|
2,895
|
|
|
$
|
(2,936
|
)
|
|
$
|
(932
|
)
|
Total Citigroup comprehensive income (loss)
|
$
|
3,981
|
|
|
$
|
150
|
|
|
$
|
7,943
|
|
|
$
|
(8,093
|
)
|
|
$
|
3,981
|
|
Add: Other comprehensive income attributable to noncontrolling interests
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(33
|
)
|
|
$
|
—
|
|
|
$
|
(33
|
)
|
Add: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
15
|
|
|
—
|
|
|
15
|
|
|||||
Total comprehensive income (loss)
|
$
|
3,981
|
|
|
$
|
150
|
|
|
$
|
7,925
|
|
|
$
|
(8,093
|
)
|
|
$
|
3,963
|
|
|
Three Months Ended September 30, 2018
|
||||||||||||||||||||
In millions of dollars
|
Citigroup parent company
|
|
CGMHI
|
|
Other Citigroup subsidiaries and eliminations
|
|
Consolidating adjustments
|
|
Citigroup consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dividends from subsidiaries
|
$
|
7,948
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(7,948
|
)
|
|
$
|
—
|
|
||
Interest revenue
|
1
|
|
|
2,291
|
|
|
15,878
|
|
|
—
|
|
|
18,170
|
|
|||||||
Interest revenue—intercompany
|
1,281
|
|
|
424
|
|
|
(1,705
|
)
|
|
—
|
|
|
—
|
|
|||||||
Interest expense
|
1,068
|
|
|
1,405
|
|
|
3,895
|
|
|
—
|
|
|
6,368
|
|
|||||||
Interest expense—intercompany
|
492
|
|
|
899
|
|
|
(1,391
|
)
|
|
—
|
|
|
—
|
|
|||||||
Net interest revenue
|
$
|
(278
|
)
|
|
$
|
411
|
|
|
$
|
11,669
|
|
|
$
|
—
|
|
|
$
|
11,802
|
|
||
Commissions and fees
|
$
|
—
|
|
|
$
|
1,194
|
|
|
$
|
1,609
|
|
|
$
|
—
|
|
|
$
|
2,803
|
|
||
Commissions and fees—intercompany
|
—
|
|
|
72
|
|
|
(72
|
)
|
|
—
|
|
|
—
|
|
|||||||
Principal transactions
|
(100
|
)
|
|
581
|
|
|
1,883
|
|
|
—
|
|
|
2,364
|
|
|||||||
Principal transactions—intercompany
|
(303
|
)
|
|
(10
|
)
|
|
313
|
|
|
—
|
|
|
—
|
|
|||||||
Other income
|
265
|
|
|
325
|
|
|
830
|
|
|
—
|
|
|
1,420
|
|
|||||||
Other income—intercompany
|
(45
|
)
|
|
57
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|||||||
Total non-interest revenues
|
$
|
(183
|
)
|
|
$
|
2,219
|
|
|
$
|
4,551
|
|
|
$
|
—
|
|
|
$
|
6,587
|
|
||
Total revenues, net of interest expense
|
$
|
7,487
|
|
|
$
|
2,630
|
|
|
$
|
16,220
|
|
|
$
|
(7,948
|
)
|
|
$
|
18,389
|
|
||
Provisions for credit losses and for benefits and claims
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
1,971
|
|
|
$
|
—
|
|
|
$
|
1,974
|
|
||
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||||||
Compensation and benefits
|
$
|
14
|
|
|
$
|
1,148
|
|
|
$
|
4,157
|
|
|
$
|
—
|
|
|
$
|
5,319
|
|
||
Compensation and benefits—intercompany
|
19
|
|
|
—
|
|
|
(19
|
)
|
|
—
|
|
|
—
|
|
|||||||
Other operating
|
(201
|
)
|
|
558
|
|
|
4,635
|
|
|
—
|
|
|
4,992
|
|
|||||||
Other operating—intercompany
|
13
|
|
|
564
|
|
|
(577
|
)
|
|
—
|
|
|
—
|
|
|||||||
Total operating expenses
|
$
|
(155
|
)
|
|
$
|
2,270
|
|
|
$
|
8,196
|
|
|
$
|
—
|
|
|
$
|
10,311
|
|
||
Equity in undistributed income of subsidiaries
|
$
|
(3,099
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,099
|
|
|
$
|
—
|
|
||
Income (loss) from continuing operations before income
taxes
|
$
|
4,543
|
|
|
$
|
357
|
|
|
$
|
6,053
|
|
|
$
|
(4,849
|
)
|
|
$
|
6,104
|
|
||
Provision (benefit) for income taxes
|
(79
|
)
|
—
|
|
169
|
|
|
1,381
|
|
|
—
|
|
|
1,471
|
|
||||||
Income (loss) from continuing operations
|
$
|
4,622
|
|
|
$
|
188
|
|
|
$
|
4,672
|
|
|
$
|
(4,849
|
)
|
|
$
|
4,633
|
|
||
Income (loss) from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||||
Net income (loss) before attribution of noncontrolling interests
|
$
|
4,622
|
|
|
$
|
188
|
|
|
$
|
4,664
|
|
|
$
|
(4,849
|
)
|
|
$
|
4,625
|
|
||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
3
|
|
|||||||
Net income (loss)
|
$
|
4,622
|
|
|
$
|
188
|
|
|
$
|
4,661
|
|
|
$
|
(4,849
|
)
|
|
$
|
4,622
|
|
||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
||||||||||||
Add: Other comprehensive income (loss)
|
$
|
(1,151
|
)
|
|
$
|
(196
|
)
|
|
$
|
(458
|
)
|
|
$
|
654
|
|
|
$
|
(1,151
|
)
|
||
Total Citigroup comprehensive income (loss)
|
$
|
3,471
|
|
|
|
$
|
(8
|
)
|
|
|
$
|
4,203
|
|
|
$
|
(4,195
|
)
|
|
$
|
3,471
|
|
Add: Other comprehensive income attributable to noncontrolling interests
|
$
|
—
|
|
|
$
|
—
|
|
—
|
|
$
|
8
|
|
|
$
|
—
|
|
|
$
|
8
|
|
|
Add: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
—
|
|
3
|
|
|
—
|
|
|
3
|
|
||||||
Total comprehensive income (loss)
|
$
|
3,471
|
|
|
|
$
|
(8
|
)
|
|
|
$
|
4,214
|
|
|
$
|
(4,195
|
)
|
|
$
|
3,482
|
|
|
Nine Months Ended September 30, 2019
|
||||||||||||||||||||
In millions of dollars
|
Citigroup parent company
|
|
CGMHI
|
|
Other Citigroup subsidiaries and eliminations
|
|
Consolidating adjustments
|
|
Citigroup consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dividends from subsidiaries
|
$
|
19,045
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(19,045
|
)
|
|
$
|
—
|
|
||
Interest revenue
|
2
|
|
|
8,351
|
|
|
49,612
|
|
|
—
|
|
|
57,965
|
|
|||||||
Interest revenue—intercompany
|
3,892
|
|
|
1,523
|
|
|
(5,415
|
)
|
|
—
|
|
|
—
|
|
|||||||
Interest expense
|
3,763
|
|
|
5,566
|
|
|
13,286
|
|
|
—
|
|
|
22,615
|
|
|||||||
Interest expense—intercompany
|
760
|
|
|
3,315
|
|
|
(4,075
|
)
|
|
—
|
|
|
—
|
|
|||||||
Net interest revenue
|
$
|
(629
|
)
|
|
$
|
993
|
|
|
$
|
34,986
|
|
|
$
|
—
|
|
|
$
|
35,350
|
|
||
Commissions and fees
|
$
|
—
|
|
|
$
|
3,912
|
|
|
$
|
4,801
|
|
|
$
|
—
|
|
|
$
|
8,713
|
|
||
Commissions and fees—intercompany
|
(20
|
)
|
|
254
|
|
|
(234
|
)
|
|
—
|
|
|
—
|
|
|||||||
Principal transactions
|
(2,925
|
)
|
|
399
|
|
|
10,006
|
|
|
—
|
|
|
7,480
|
|
|||||||
Principal transactions—intercompany
|
1,522
|
|
|
2,054
|
|
|
(3,576
|
)
|
|
—
|
|
|
—
|
|
|||||||
Other income
|
1,164
|
|
|
664
|
|
|
2,537
|
|
|
—
|
|
|
4,365
|
|
|||||||
Other income—intercompany
|
(120
|
)
|
|
86
|
|
|
34
|
|
|
—
|
|
|
—
|
|
|||||||
Total non-interest revenues
|
$
|
(379
|
)
|
|
$
|
7,369
|
|
|
$
|
13,568
|
|
|
$
|
—
|
|
|
$
|
20,558
|
|
||
Total revenues, net of interest expense
|
$
|
18,037
|
|
|
$
|
8,362
|
|
|
$
|
48,554
|
|
|
$
|
(19,045
|
)
|
|
$
|
55,908
|
|
||
Provisions for credit losses and for benefits and claims
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6,161
|
|
|
$
|
—
|
|
|
$
|
6,161
|
|
||
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||||||
Compensation and benefits
|
$
|
31
|
|
|
$
|
3,727
|
|
|
$
|
12,610
|
|
|
$
|
—
|
|
|
$
|
16,368
|
|
||
Compensation and benefits—intercompany
|
97
|
|
|
—
|
|
|
(97
|
)
|
|
—
|
|
|
—
|
|
|||||||
Other operating
|
(24
|
)
|
|
1,664
|
|
|
13,540
|
|
|
—
|
|
|
15,180
|
|
|||||||
Other operating—intercompany
|
16
|
|
|
1,789
|
|
|
(1,805
|
)
|
|
—
|
|
|
—
|
|
|||||||
Total operating expenses
|
$
|
120
|
|
|
$
|
7,180
|
|
|
$
|
24,248
|
|
|
$
|
—
|
|
|
$
|
31,548
|
|
||
Equity in undistributed income of subsidiaries
|
$
|
(4,021
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,021
|
|
|
$
|
—
|
|
||
Income (loss) from continuing operations before income
taxes
|
$
|
13,896
|
|
|
$
|
1,182
|
|
|
$
|
18,145
|
|
|
$
|
(15,024
|
)
|
|
$
|
18,199
|
|
||
Provision (benefit) for income taxes
|
(526
|
)
|
—
|
|
160
|
|
|
4,093
|
|
|
—
|
|
|
3,727
|
|
||||||
Income (loss) from continuing operations
|
$
|
14,422
|
|
|
$
|
1,022
|
|
|
$
|
14,052
|
|
|
$
|
(15,024
|
)
|
|
$
|
14,472
|
|
||
Income (loss) from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net income (loss) before attribution of noncontrolling interests
|
$
|
14,422
|
|
|
$
|
1,022
|
|
|
$
|
14,052
|
|
|
$
|
(15,024
|
)
|
|
$
|
14,472
|
|
||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
50
|
|
|||||||
Net income (loss)
|
$
|
14,422
|
|
|
$
|
1,022
|
|
|
$
|
14,002
|
|
|
$
|
(15,024
|
)
|
|
$
|
14,422
|
|
||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
||||||||||||
Add: Other comprehensive income (loss)
|
$
|
1,035
|
|
|
$
|
(260
|
)
|
|
$
|
4,628
|
|
|
$
|
(4,368
|
)
|
|
$
|
1,035
|
|
||
Total Citigroup comprehensive income (loss)
|
$
|
15,457
|
|
|
$
|
762
|
|
|
$
|
18,630
|
|
|
$
|
(19,392
|
)
|
|
$
|
15,457
|
|
||
Add: Other comprehensive income attributable to noncontrolling interests
|
$
|
—
|
|
|
$
|
—
|
|
—
|
|
$
|
(26
|
)
|
|
$
|
—
|
|
|
$
|
(26
|
)
|
|
Add: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
—
|
|
50
|
|
|
—
|
|
|
50
|
|
||||||
Total comprehensive income (loss)
|
$
|
15,457
|
|
|
$
|
762
|
|
|
$
|
18,654
|
|
|
$
|
(19,392
|
)
|
|
$
|
15,481
|
|
|
Nine Months Ended September 30, 2018
|
||||||||||||||||||||
In millions of dollars
|
Citigroup parent company
|
|
CGMHI
|
|
Other Citigroup subsidiaries and eliminations
|
|
Consolidating adjustments
|
|
Citigroup consolidated
|
||||||||||||
Revenues
|
|
|
|
|
|
|
|
|
|
||||||||||||
Dividends from subsidiaries
|
$
|
16,648
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(16,648
|
)
|
|
$
|
—
|
|
||
Interest revenue
|
67
|
|
|
6,344
|
|
|
45,641
|
|
|
—
|
|
|
52,052
|
|
|||||||
Interest revenue—intercompany
|
3,636
|
|
|
1,206
|
|
|
(4,842
|
)
|
|
—
|
|
|
—
|
|
|||||||
Interest expense
|
3,119
|
|
|
3,732
|
|
|
10,562
|
|
|
—
|
|
|
17,413
|
|
|||||||
Interest expense—intercompany
|
1,467
|
|
|
2,567
|
|
|
(4,034
|
)
|
|
—
|
|
|
—
|
|
|||||||
Net interest revenue
|
$
|
(883
|
)
|
|
$
|
1,251
|
|
|
$
|
34,271
|
|
|
$
|
—
|
|
|
$
|
34,639
|
|
||
Commissions and fees
|
$
|
—
|
|
|
$
|
3,793
|
|
|
$
|
5,151
|
|
|
$
|
—
|
|
|
$
|
8,944
|
|
||
Commissions and fees—intercompany
|
(1
|
)
|
|
163
|
|
|
(162
|
)
|
|
—
|
|
|
—
|
|
|||||||
Principal transactions
|
(275
|
)
|
|
805
|
|
|
7,202
|
|
|
—
|
|
|
7,732
|
|
|||||||
Principal transactions—intercompany
|
(1,161
|
)
|
|
1,461
|
|
|
(300
|
)
|
|
—
|
|
|
—
|
|
|||||||
Other income
|
817
|
|
|
666
|
|
|
2,932
|
|
|
—
|
|
|
4,415
|
|
|||||||
Other income—intercompany
|
(111
|
)
|
|
88
|
|
|
23
|
|
|
—
|
|
|
—
|
|
|||||||
Total non-interest revenues
|
$
|
(731
|
)
|
|
$
|
6,976
|
|
|
$
|
14,846
|
|
|
$
|
—
|
|
|
$
|
21,091
|
|
||
Total revenues, net of interest expense
|
$
|
15,034
|
|
|
$
|
8,227
|
|
|
$
|
49,117
|
|
|
$
|
(16,648
|
)
|
|
$
|
55,730
|
|
||
Provisions for credit losses and for benefits and claims
|
$
|
—
|
|
|
$
|
(21
|
)
|
|
$
|
5,664
|
|
|
$
|
—
|
|
|
$
|
5,643
|
|
||
Operating expenses
|
|
|
|
|
|
|
|
|
|
||||||||||||
Compensation and benefits
|
$
|
149
|
|
|
$
|
3,695
|
|
|
$
|
12,734
|
|
|
$
|
—
|
|
|
$
|
16,578
|
|
||
Compensation and benefits—intercompany
|
82
|
|
|
—
|
|
|
(82
|
)
|
|
—
|
|
|
—
|
|
|||||||
Other operating
|
(210
|
)
|
|
1,684
|
|
|
13,896
|
|
|
—
|
|
|
15,370
|
|
|||||||
Other operating—intercompany
|
38
|
|
|
1,835
|
|
|
(1,873
|
)
|
|
—
|
|
|
—
|
|
|||||||
Total operating expenses
|
$
|
59
|
|
|
$
|
7,214
|
|
|
$
|
24,675
|
|
|
$
|
—
|
|
|
$
|
31,948
|
|
||
Equity in undistributed income of subsidiaries
|
$
|
(2,060
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,060
|
|
|
$
|
—
|
|
||
Income (loss) from continuing operations before income
taxes
|
$
|
12,915
|
|
|
$
|
1,034
|
|
|
$
|
18,778
|
|
|
$
|
(14,588
|
)
|
|
$
|
18,139
|
|
||
Provision (benefit) for income taxes
|
(817
|
)
|
—
|
|
853
|
|
|
4,320
|
|
|
—
|
|
|
4,356
|
|
||||||
Income (loss) from continuing operations
|
$
|
13,732
|
|
|
$
|
181
|
|
|
$
|
14,458
|
|
|
$
|
(14,588
|
)
|
|
$
|
13,783
|
|
||
Income (loss) from discontinued operations, net of taxes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Net income (loss) before attribution of noncontrolling interests
|
$
|
13,732
|
|
|
$
|
181
|
|
|
$
|
14,458
|
|
|
$
|
(14,588
|
)
|
|
$
|
13,783
|
|
||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
51
|
|
|
—
|
|
|
51
|
|
|||||||
Net income (loss)
|
$
|
13,732
|
|
|
$
|
181
|
|
|
$
|
14,407
|
|
|
$
|
(14,588
|
)
|
|
$
|
13,732
|
|
||
Comprehensive income
|
|
|
|
|
|
|
|
|
|
||||||||||||
Add: Other comprehensive income (loss)
|
$
|
(3,974
|
)
|
|
$
|
(186
|
)
|
|
$
|
1,787
|
|
|
$
|
(1,601
|
)
|
|
$
|
(3,974
|
)
|
||
Total Citigroup comprehensive income (loss)
|
$
|
9,758
|
|
|
$
|
(5
|
)
|
|
$
|
16,194
|
|
|
$
|
(16,189
|
)
|
|
$
|
9,758
|
|
||
Add: Other comprehensive income attributable to noncontrolling interests
|
$
|
—
|
|
|
$
|
—
|
|
—
|
|
$
|
(35
|
)
|
|
$
|
—
|
|
|
$
|
(35
|
)
|
|
Add: Net income attributable to noncontrolling interests
|
—
|
|
|
—
|
|
—
|
|
51
|
|
|
—
|
|
|
51
|
|
||||||
Total comprehensive income (loss)
|
$
|
9,758
|
|
|
$
|
(5
|
)
|
|
$
|
16,210
|
|
|
$
|
(16,189
|
)
|
|
$
|
9,774
|
|
|
September 30, 2019
|
||||||||||||||||||
In millions of dollars
|
Citigroup parent company
|
|
CGMHI
|
|
Other Citigroup subsidiaries and eliminations
|
|
Consolidating adjustments
|
|
Citigroup consolidated
|
||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
$
|
—
|
|
|
$
|
899
|
|
|
$
|
23,187
|
|
|
$
|
—
|
|
|
$
|
24,086
|
|
Cash and due from banks—intercompany
|
15
|
|
|
4,602
|
|
|
(4,617
|
)
|
|
—
|
|
|
—
|
|
|||||
Deposits with banks
|
—
|
|
|
4,578
|
|
|
191,779
|
|
|
—
|
|
|
196,357
|
|
|||||
Deposits with banks—intercompany
|
3,000
|
|
|
7,404
|
|
|
(10,404
|
)
|
|
—
|
|
|
—
|
|
|||||
Securities borrowed and purchased under resale agreements
|
—
|
|
|
199,421
|
|
|
61,704
|
|
|
—
|
|
|
261,125
|
|
|||||
Securities borrowed and purchased under resale agreements—intercompany
|
—
|
|
|
24,459
|
|
|
(24,459
|
)
|
|
—
|
|
|
—
|
|
|||||
Trading account assets
|
323
|
|
|
177,504
|
|
|
128,997
|
|
|
—
|
|
|
306,824
|
|
|||||
Trading account assets—intercompany
|
1,932
|
|
|
4,322
|
|
|
(6,254
|
)
|
|
—
|
|
|
—
|
|
|||||
Investments
|
1
|
|
|
543
|
|
|
357,839
|
|
|
—
|
|
|
358,383
|
|
|||||
Loans, net of unearned income
|
—
|
|
|
2,444
|
|
|
689,299
|
|
|
—
|
|
|
691,743
|
|
|||||
Loans, net of unearned income—intercompany
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Allowance for loan losses
|
—
|
|
|
—
|
|
|
(12,530
|
)
|
|
—
|
|
|
(12,530
|
)
|
|||||
Total loans, net
|
$
|
—
|
|
|
$
|
2,444
|
|
|
$
|
676,769
|
|
|
$
|
—
|
|
|
$
|
679,213
|
|
Advances to subsidiaries
|
$
|
143,997
|
|
|
$
|
—
|
|
|
$
|
(143,997
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Investments in subsidiaries
|
201,557
|
|
|
—
|
|
|
—
|
|
|
(201,557
|
)
|
|
—
|
|
|||||
Other assets(1)
|
11,678
|
|
|
70,347
|
|
|
106,789
|
|
|
—
|
|
|
188,814
|
|
|||||
Other assets—intercompany
|
2,871
|
|
|
48,388
|
|
|
(51,259
|
)
|
|
—
|
|
|
—
|
|
|||||
Total assets
|
$
|
365,374
|
|
|
$
|
544,911
|
|
|
$
|
1,306,074
|
|
|
$
|
(201,557
|
)
|
|
$
|
2,014,802
|
|
Liabilities and equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,087,769
|
|
|
$
|
—
|
|
|
$
|
1,087,769
|
|
Deposits—intercompany
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Securities loaned and sold under repurchase agreements
|
—
|
|
|
167,830
|
|
|
27,217
|
|
|
—
|
|
|
195,047
|
|
|||||
Securities loaned and sold under repurchase agreements—intercompany
|
—
|
|
|
34,707
|
|
|
(34,707
|
)
|
|
—
|
|
|
—
|
|
|||||
Trading account liabilities
|
4
|
|
|
91,348
|
|
|
44,244
|
|
|
—
|
|
|
135,596
|
|
|||||
Trading account liabilities—intercompany
|
3,712
|
|
|
4,199
|
|
|
(7,911
|
)
|
|
—
|
|
|
—
|
|
|||||
Short-term borrowings
|
238
|
|
|
9,511
|
|
|
25,481
|
|
|
—
|
|
|
35,230
|
|
|||||
Short-term borrowings—intercompany
|
—
|
|
|
23,151
|
|
|
(23,151
|
)
|
|
—
|
|
|
—
|
|
|||||
Long-term debt
|
145,342
|
|
|
36,177
|
|
|
60,719
|
|
|
—
|
|
|
242,238
|
|
|||||
Long-term debt—intercompany
|
—
|
|
|
71,604
|
|
|
(71,604
|
)
|
|
—
|
|
|
—
|
|
|||||
Advances from subsidiaries
|
16,638
|
|
|
—
|
|
|
(16,638
|
)
|
|
—
|
|
|
—
|
|
|||||
Other liabilities
|
2,872
|
|
|
62,474
|
|
|
56,506
|
|
|
—
|
|
|
121,852
|
|
|||||
Other liabilities—intercompany
|
195
|
|
|
10,724
|
|
|
(10,919
|
)
|
|
—
|
|
|
—
|
|
|||||
Stockholders’ equity
|
196,373
|
|
|
33,186
|
|
|
169,068
|
|
|
(201,557
|
)
|
|
197,070
|
|
|||||
Total liabilities and equity
|
$
|
365,374
|
|
|
$
|
544,911
|
|
|
$
|
1,306,074
|
|
|
$
|
(201,557
|
)
|
|
$
|
2,014,802
|
|
(1)
|
Other assets for Citigroup parent company at September 30, 2019 included $36.7 billion of placements to Citibank and its branches, of which $27.8 billion had a remaining term of less than 30 days.
|
|
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
|
)
|
|
—
|
|
|
—
|
|
|||||
Securities borrowed and purchased under resale agreements
|
—
|
|
|
212,720
|
|
|
57,964
|
|
|
—
|
|
|
270,684
|
|
|||||
Securities borrowed and purchased under 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
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Securities loaned and sold under repurchase agreements
|
—
|
|
|
155,830
|
|
|
21,938
|
|
|
—
|
|
|
177,768
|
|
|||||
Securities loaned and sold under repurchase agreements—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
|
143,767
|
|
|
25,986
|
|
|
62,246
|
|
|
—
|
|
|
231,999
|
|
|||||
Long-term debt—intercompany
|
—
|
|
|
73,884
|
|
|
(73,884
|
)
|
|
—
|
|
|
—
|
|
|||||
Advances from subsidiaries
|
21,471
|
|
|
—
|
|
|
(21,471
|
)
|
|
—
|
|
|
—
|
|
|||||
Other liabilities
|
3,011
|
|
|
66,732
|
|
|
50,978
|
|
|
—
|
|
|
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.
|
|
Nine Months Ended September 30, 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
|
$
|
23,879
|
|
|
$
|
(51,748
|
)
|
|
$
|
(7,489
|
)
|
|
$
|
—
|
|
|
$
|
(35,358
|
)
|
Cash flows from investing activities of continuing operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of investments
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(196,733
|
)
|
|
$
|
—
|
|
|
$
|
(196,733
|
)
|
Proceeds from sales of investments
|
4
|
|
|
—
|
|
|
96,396
|
|
|
—
|
|
|
96,400
|
|
|||||
Proceeds from maturities of investments
|
—
|
|
|
—
|
|
|
91,656
|
|
|
—
|
|
|
91,656
|
|
|||||
Change in loans
|
—
|
|
|
—
|
|
|
(11,518
|
)
|
|
—
|
|
|
(11,518
|
)
|
|||||
Proceeds from sales and securitizations of loans
|
—
|
|
|
—
|
|
|
2,717
|
|
|
—
|
|
|
2,717
|
|
|||||
Change in securities borrowed and purchased under agreements to resell
|
—
|
|
|
8,914
|
|
|
645
|
|
|
—
|
|
|
9,559
|
|
|||||
Changes in investments and advances—intercompany
|
(2,045
|
)
|
|
(6,204
|
)
|
|
8,249
|
|
|
—
|
|
|
—
|
|
|||||
Other investing activities
|
—
|
|
|
(44
|
)
|
|
(4,129
|
)
|
|
—
|
|
|
(4,173
|
)
|
|||||
Net cash provided by (used in) investing activities of continuing operations
|
$
|
(2,041
|
)
|
|
$
|
2,666
|
|
|
$
|
(12,717
|
)
|
|
$
|
—
|
|
|
$
|
(12,092
|
)
|
Cash flows from financing activities of continuing operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends paid
|
$
|
(4,048
|
)
|
|
$
|
(155
|
)
|
|
$
|
155
|
|
|
$
|
—
|
|
|
$
|
(4,048
|
)
|
Issuance of preferred stock
|
1,496
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,496
|
|
|||||
Redemption of preferred stock
|
(480
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(480
|
)
|
|||||
Treasury stock acquired
|
(12,495
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,495
|
)
|
|||||
Proceeds (repayments) from issuance of long-term debt, net
|
(1,122
|
)
|
|
10,136
|
|
|
(6,738
|
)
|
|
—
|
|
|
2,276
|
|
|||||
Proceeds (repayments) from issuance of long-term debt—intercompany, net
|
—
|
|
|
(5,683
|
)
|
|
5,683
|
|
|
—
|
|
|
—
|
|
|||||
Change in deposits
|
—
|
|
|
—
|
|
|
74,599
|
|
|
—
|
|
|
74,599
|
|
|||||
Change in securities loaned and sold under agreements to repurchase
|
—
|
|
|
25,598
|
|
|
(8,319
|
)
|
|
—
|
|
|
17,279
|
|
|||||
Change in short-term borrowings
|
—
|
|
|
5,855
|
|
|
(2,971
|
)
|
|
—
|
|
|
2,884
|
|
|||||
Net change in short-term borrowings and other advances—intercompany
|
(4,834
|
)
|
|
15,211
|
|
|
(10,377
|
)
|
|
—
|
|
|
—
|
|
|||||
Capital contributions from (to) parent
|
—
|
|
|
(74
|
)
|
|
74
|
|
|
—
|
|
|
—
|
|
|||||
Other financing activities
|
(360
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(360
|
)
|
|||||
Net cash provided by (used in) financing activities of continuing operations
|
$
|
(21,843
|
)
|
|
$
|
50,888
|
|
|
$
|
52,106
|
|
|
$
|
—
|
|
|
$
|
81,151
|
|
Effect of exchange rate changes on cash and due from banks
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(1,363
|
)
|
|
$
|
—
|
|
|
$
|
(1,363
|
)
|
Change in cash and due from banks and deposits with banks
|
$
|
(5
|
)
|
|
$
|
1,806
|
|
|
$
|
30,537
|
|
|
$
|
—
|
|
|
$
|
32,338
|
|
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
|
$
|
3,015
|
|
|
$
|
17,483
|
|
|
$
|
199,945
|
|
|
$
|
—
|
|
|
$
|
220,443
|
|
Cash and due from banks
|
$
|
15
|
|
|
$
|
5,501
|
|
|
$
|
18,570
|
|
|
$
|
—
|
|
|
$
|
24,086
|
|
Deposits with banks
|
3,000
|
|
|
11,982
|
|
|
181,375
|
|
|
—
|
|
|
196,357
|
|
|||||
Cash and due from banks and deposits with banks at end of period
|
$
|
3,015
|
|
|
$
|
17,483
|
|
|
$
|
199,945
|
|
|
$
|
—
|
|
|
$
|
220,443
|
|
Supplemental disclosure of cash flow information for continuing operations
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid during the period for income taxes
|
$
|
(274
|
)
|
|
$
|
281
|
|
|
$
|
3,728
|
|
|
$
|
—
|
|
|
$
|
3,735
|
|
Cash paid during the period for interest
|
3,107
|
|
|
8,893
|
|
|
10,343
|
|
|
—
|
|
|
22,343
|
|
|||||
Non-cash investing activities
|
|
|
|
|
|
|
|
|
|
||||||||||
Transfers to loans HFS from loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,400
|
|
|
$
|
—
|
|
|
$
|
4,400
|
|
|
Nine Months Ended September 30, 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
|
$
|
12,581
|
|
|
$
|
16,232
|
|
|
$
|
1,253
|
|
|
$
|
—
|
|
|
$
|
30,066
|
|
|
Cash flows from investing activities of continuing operations
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Purchases of investments
|
$
|
(7,955
|
)
|
|
$
|
(18
|
)
|
|
$
|
(104,581
|
)
|
|
$
|
—
|
|
|
$
|
(112,554
|
)
|
|
Proceeds from sales of investments
|
7,634
|
|
|
3
|
|
|
44,533
|
|
|
—
|
|
|
52,170
|
|
||||||
Proceeds from maturities of investments
|
—
|
|
|
—
|
|
|
66,440
|
|
|
—
|
|
|
66,440
|
|
||||||
Change in loans
|
—
|
|
|
—
|
|
|
(16,131
|
)
|
|
—
|
|
|
(16,131
|
)
|
||||||
Proceeds from sales and securitizations of loans
|
—
|
|
|
—
|
|
|
4,021
|
|
|
—
|
|
|
4,021
|
|
||||||
Proceeds from significant disposals
|
—
|
|
|
—
|
|
|
314
|
|
|
—
|
|
|
314
|
|
||||||
Change in securities borrowed and purchased under agreements to resell
|
—
|
|
|
(47,943
|
)
|
|
(519
|
)
|
|
—
|
|
|
(48,462
|
)
|
||||||
Changes in investments and advances—intercompany
|
(7,769
|
)
|
|
(2,338
|
)
|
|
10,107
|
|
|
—
|
|
|
—
|
|
||||||
Other investing activities
|
214
|
|
|
(41
|
)
|
|
(2,534
|
)
|
|
—
|
|
|
(2,361
|
)
|
||||||
Net cash provided by (used in) investing activities of continuing operations
|
$
|
(7,876
|
)
|
|
$
|
(50,337
|
)
|
|
$
|
1,650
|
|
|
$
|
—
|
|
|
$
|
(56,563
|
)
|
|
Cash flows from financing activities of continuing operations
|
|
|
|
|
|
|
|
|
|
|||||||||||
Dividends paid
|
$
|
(3,616
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3,616
|
)
|
|
Redemption of preferred stock
|
(218
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(218
|
)
|
||||||
Treasury stock acquired
|
(9,848
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(9,848
|
)
|
||||||
Proceeds from issuance of long-term debt, net
|
(883
|
)
|
|
7,538
|
|
|
(829
|
)
|
|
—
|
|
|
5,826
|
|
||||||
Proceeds (repayments) from issuance of long-term debt—intercompany, net
|
—
|
|
|
5,048
|
|
|
(5,048
|
)
|
|
—
|
|
|
—
|
|
||||||
Change in deposits
|
—
|
|
|
—
|
|
|
45,354
|
|
|
—
|
|
|
45,354
|
|
||||||
Change in securities loaned and sold under agreements to repurchase
|
—
|
|
|
35,804
|
|
|
(16,166
|
)
|
|
—
|
|
|
19,638
|
|
||||||
Change in short-term borrowings
|
32
|
|
|
790
|
|
|
(11,503
|
)
|
|
—
|
|
|
(10,681
|
)
|
||||||
Net change in short-term borrowings and other advances—intercompany
|
2,312
|
|
|
(14,771
|
)
|
|
12,459
|
|
|
—
|
|
|
—
|
|
||||||
Capital contributions from parent
|
—
|
|
|
(663
|
)
|
|
663
|
|
|
—
|
|
|
—
|
|
||||||
Other financing activities
|
(479
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(479
|
)
|
||||||
Net cash provided by (used in) financing activities of continuing operations
|
$
|
(12,700
|
)
|
|
$
|
33,746
|
|
|
$
|
24,930
|
|
|
$
|
—
|
|
|
$
|
45,976
|
|
|
Effect of exchange rate changes on cash and due from banks
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(709
|
)
|
|
$
|
—
|
|
|
$
|
(709
|
)
|
|
Change in cash and due from banks and deposits with banks
|
$
|
(7,995
|
)
|
|
$
|
(359
|
)
|
|
$
|
27,124
|
|
|
$
|
—
|
|
|
$
|
18,770
|
|
|
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
|
$
|
3,018
|
|
|
$
|
12,336
|
|
|
$
|
183,932
|
|
|
$
|
—
|
|
|
$
|
199,286
|
|
|
Cash and due from banks
|
$
|
18
|
|
—
|
|
$
|
2,648
|
|
|
$
|
23,061
|
|
|
$
|
—
|
|
|
$
|
25,727
|
|
Deposits with banks
|
3,000
|
|
|
9,688
|
|
|
160,871
|
|
|
—
|
|
|
173,559
|
|
||||||
Cash and due from banks and deposits with banks at end of period
|
$
|
3,018
|
|
|
$
|
12,336
|
|
|
$
|
183,932
|
|
|
$
|
—
|
|
|
$
|
199,286
|
|
|
Supplemental disclosure of cash flow information for continuing operations
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash paid (received) during the period for income taxes
|
$
|
873
|
|
|
$
|
138
|
|
|
$
|
2,250
|
|
|
$
|
—
|
|
|
$
|
3,261
|
|
|
Cash paid during the period for interest
|
2,870
|
|
|
6,045
|
|
|
7,363
|
|
|
—
|
|
|
16,278
|
|
||||||
Non-cash investing activities
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Transfers to loans HFS from loans
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,300
|
|
|
$
|
—
|
|
|
$
|
3,300
|
|
|
Transfers to OREO and other repossessed assets
|
—
|
|
|
—
|
|
|
94
|
|
|
—
|
|
|
94
|
|
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
|
|||||
July 2019
|
|
|
|
|||||
Open market repurchases(1)
|
20.2
|
|
$
|
71.46
|
|
$
|
15,654
|
|
Employee transactions(2)
|
—
|
|
—
|
|
N/A
|
|
||
August 2019
|
|
|
|
|||||
Open market repurchases(1)
|
34.9
|
|
64.46
|
|
13,404
|
|
||
Employee transactions(2)
|
—
|
|
—
|
|
N/A
|
|
||
September 2019
|
|
|
|
|||||
Open market repurchases(1)
|
20.8
|
|
68.43
|
|
11,980
|
|
||
Employee transactions(2)
|
—
|
|
—
|
|
N/A
|
|
||
Total for 3Q19 and remaining program balance as of September 30, 2019
|
75.9
|
|
$
|
67.41
|
|
$
|
11,980
|
|
(1)
|
Represents repurchases under the $17.1 billion 2019 common stock repurchase program (2019 Repurchase Program) that was approved by Citigroup’s Board of Directors and announced on June 27, 2019. The 2019 Repurchase Program was part of the planned capital actions included by Citi as part of the 2019 Comprehensive Capital Analysis and Review (CCAR). Shares repurchased under the 2019 Repurchase Program were added to treasury stock. The 2019 Repurchase Program expires on June 30, 2020.
|
(2)
|
Consisted of shares added to treasury stock related to (i) certain activity on employee stock option program exercises where the employee delivers existing shares to cover the option exercise, or (ii) under Citi’s employee restricted share awards where shares are withheld to satisfy tax requirements.
|
Exhibit
|
|
|
Number
|
|
Description of Exhibit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
||
|
|
|
104
|
|
See the cover page of this Quarterly Report on Form 10-Q, formatted in Inline XBRL.
|
FIRST:
|
The name of the Corporation is:
|
SECOND:
|
The registered office of the Corporation is to be located at the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, in the county of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.
|
THIRD:
|
The purpose of the Corporation is:
|
FOURTH: A.
|
The total number of shares of all classes of stock which the Corporation shall have authority to issue is Sixty Billion Thirty Million (60,030,000,000). The total number of shares of Common Stock which the Corporation shall have authority to issue is Sixty Billion (60,000,000,000) shares of Common Stock having a par value of one cent ($.01) per share. The total number of shares of Preferred Stock which the Corporation shall have the authority to issue is Thirty Million (30,000,000) shares having a par value of one dollar ($1.00) per share.
|
(i)
|
The number of shares constituting that series and the distinctive designation of that series;
|
(ii)
|
The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;
|
(iii)
|
Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
|
(iv)
|
Whether that series shall have conversion or exchange privileges, and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board of Directors shall determine;
|
(v)
|
Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the manner of selecting shares for redemption if less than all shares are to be redeemed, the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;
|
(vi)
|
Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;
|
(vii)
|
The right of the shares of that series to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional stock (including additional shares of such series or any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of any outstanding stock of the Corporation;
|
(ix)
|
Any other relative, participating, optional or other special rights, qualifications, limitations or restrictions of that series.
|
|
Exhibit I
|
|
8.125% Non-Cumulative Preferred Stock, Series AA
|
|
Exhibit II
|
|
8.40% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series E
|
|
Exhibit III
|
|
8.50% Non-Cumulative Preferred Stock, Series F
|
|
Exhibit IV
|
|
Series R Participating Cumulative Preferred Stock
|
|
Exhibit V
|
|
6.5% Non-Cumulative Convertible Preferred Stock, Series T
|
FIFTH:
|
The Directors need not be elected by written ballot unless and to the extent the By-Laws so require.
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SIXTH:
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The books and records of the Corporation may be kept (subject to any mandatory requirement of law) outside the State of Delaware at such place or places as may be determined from time to time by or pursuant to authority granted by the Board of Directors or by the By-Laws.
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SEVENTH:
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The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. At each annual meeting, each director shall be elected for a one-year term. A director shall hold office until the annual meeting held the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, even if less than a quorum, or a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Restated Certificate of Incorporation applicable thereto.
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EIGHTH: A.
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In addition to any affirmative vote required by law or this Certificate of Incorporation or the By-Laws of the Corporation, and except as otherwise expressly provided in Section B of this Article EIGHTH, a Business Combination (as hereinafter defined) shall require the affirmative vote of not less than a majority of the votes cast affirmatively and negatively by the holders of Voting Stock (as hereinafter defined), voting together as a single class. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage or separate class vote may be specified, by law or in any agreement with any national securities exchange or otherwise.
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B.
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The provisions of Section A of this Article EIGHTH shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote, if any, as is required by law or by any other provision of this Certificate of Incorporation or the By-Laws of the Corporation or otherwise, if all of the conditions specified in either of the following Paragraphs 1 or 2 are met; provided, however, that in the case of a Business Combination that does not involve the payment of consideration to the holders of the Corporation’s outstanding
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1.
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The Business Combination shall have been approved (and such approval not subsequently rescinded) by a majority of the Continuing Directors (as hereinafter defined), either specifically or as a transaction which is within an approved category of transactions with an Interested Stockholder. Such approval may be given prior to or subsequent to the acquisition of, or announcement or public disclosure of the intention to acquire, beneficial ownership of the Voting Stock that caused the Interested Stockholder to become an Interested Stockholder, provided, however, that approval shall be effective for the purposes of this Paragraph 1 only if obtained at a meeting at which a Continuing Director Quorum (as hereinafter defined) was present; and provided further, that such approval may be rescinded by a majority of the Continuing Directors at any meeting at which a Continuing Director Quorum is present and which is held prior to consummation of the proposed Business Combination.
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2.
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All of the following conditions, if applicable, shall have been met:
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(a)
|
if the Fair Market Value per share of such class or series of Capital Stock on the date of the first public announcement of the proposed Business Combination (the “Announcement Date”) is less than the Fair Market Value per share of such class or series of Capital Stock on the date on which the Interested Stockholder became an Interested Stockholder (the “Determination Date”), an amount (the “Premium Capital Stock Price”) equal to the sum of (i) the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date plus (ii) the product of the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date multiplied by the highest percentage premium over the closing sale price per share of such class or series of Capital Stock paid on any day by or on behalf of the Interested Stockholder for any share of such class or series of Capital Stock in connection with the acquisition by the Interested Stockholder of beneficial ownership of shares of such class or series of Capital Stock within the two-year period immediately prior to the Announcement Date or in the transaction in which it became an Interested Stockholder; provided, however, that if the Premium Capital Stock Price as determined above is greater than the highest per share price paid by or on behalf of the Interested Stockholder for any share of such class or series of Capital Stock in connection with the acquisition by the Interested Stockholder of beneficial ownership of shares of such class or series of Capital Stock within the two-year period immediately prior to the Announcement Date, the amount required under this Paragraph 2(a) shall be the higher of (A) such highest price paid by or on behalf of the Interested Stockholder, and (B) the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date (the Fair Market Value and other prices per share of such class or series of Capital Stock referred to in this Paragraph 2(a) shall be in each case appropriately adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to such class or series of Capital Stock); or
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(b)
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if the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date is greater than or equal to the Fair Market Value per share of such class or series of Capital Stock on the Determination Date, in each case as appropriately adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to such class or series of Capital Stock, a price per share equal to the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date.
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(c)
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After the Determination Date and prior to the Consummation Date of such Business Combination:
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(d)
|
After the Determination Date, such Interested Stockholder shall not have received the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise.
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(e)
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A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Act”) (or any subsequent provisions replacing such Act, rules or regulations), shall be mailed to all stockholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions). The proxy or information statement shall contain on the first page thereof, in a prominent place, any statement as to the advisability (or inadvisability) of the Business Combination that the Continuing Directors, or any of them, may choose to make and, if deemed advisable by a majority of the Continuing Directors, the opinion of an investment banking firm selected by a majority of the Continuing Directors as to the fairness (or not) of the terms of the Business Combination from a financial point of view to the holders of the outstanding shares of Capital Stock other than the Interested Stockholder and its Affiliates or Associates (as hereinafter defined), such investment banking firm to be paid a reasonable fee for its services by the Corporation.
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(f)
|
Such Interested Stockholder shall not have made any major change in the Corporation’s business or equity capital structure without the approval of at least a majority of the Continuing Directors.
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(a)
|
any merger or consolidation of the Corporation or any Major Subsidiary (as hereinafter defined) with, or any sale, lease, exchange, transfer or other disposition of substantially all the assets or outstanding shares of capital stock of the Corporation or any Major Subsidiary with or for the benefit of, (i) any Interested Stockholder or (ii) any other company (whether or not itself an Interested Stockholder) which is or after such merger, consolidation or sale, lease, exchange, transfer or other disposition would be an Affiliate or Associate of an Interested Stockholder; or
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(b)
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any sale, lease, exchange, mortgage, pledge, transfer or other disposition or security arrangement, investment, loan, advance, guarantee, agreement to purchase, agreement to pay, extension of credit, joint venture participation or other arrangement (in one transaction or a series of transactions) with or for the benefit of any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder involving any assets, securities or commitments of the Corporation, any Major Subsidiary or any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder having an aggregate Fair Market Value and/or involving aggregate commitments of Twenty-Five Million dollars ($25,000,000) or more; or
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(c)
|
any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries (as hereinafter defined) or any other transaction (whether or not with or otherwise involving an Interested Stockholder) that has the effect, directly or indirectly, of increasing the proportionate share of any class or series of Capital Stock, or any securities convertible into Capital Stock or into equity securities of
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(d)
|
any agreement, contract or other arrangement providing for any one or more of the actions specified in the foregoing clauses (a) to (d);
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2.
|
The term “Capital Stock” shall mean all capital stock of the Corporation authorized to be issued from time to time under Article FOURTH of this Certificate of Incorporation, including, without limitation, the Common Stock, and the term “Voting Stock” shall mean all Capital Stock which by its terms may be voted on all matters submitted to stockholders of the Corporation generally.
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3.
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The term “person” shall mean any individual, firm, company or other entity and shall include any group comprised of any person and any other person with whom such person or any Affiliate or Associate of such person has any agreement, arrangement or understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of Capital Stock.
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4.
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The term “Interested Stockholder” shall mean any person (other than the Corporation or any Subsidiary and other than any profit-sharing, employee stock ownership or other employee benefit plan of the Corporation or any trustee of or fiduciary with respect to any such plan when acting in such capacity) who (a) is, or has announced or publicly disclosed a plan or intention to become, the beneficial owner of Voting Stock representing twenty-five percent (25%) or more of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock; or (b) is an Affiliate or Associate of the Corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner of Voting Stock representing twenty-five percent (25%) or more of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock.
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5.
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A person shall be a “beneficial owner” of any Capital Stock (a) which such person or any of its Affiliates or Associates beneficially owns directly or indirectly; (b) which such person or any of its Affiliates or Associates has, directly or indirectly, (i) the right to acquire (whether such right is exercisable immediately or subject only to the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding; or (c) which is beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Capital Stock. For the purposes of determining whether a person is an Interested Stockholder pursuant to Paragraph 4 of this Section C, the number of shares of Capital Stock deemed to be outstanding shall include shares deemed beneficially owned by such person through application of this Paragraph 5 of Section C, but shall not include any other shares of Capital Stock that may be reserved for issuance or issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.
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6.
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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.
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7.
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The term “Subsidiary” means any company of which a majority of any class of equity security is beneficially owned by the Corporation; provided, however, that for the purposes of the definition of Interested Stockholder set forth in Paragraph 4 of this Section C, the term “Subsidiary” shall mean only a company of which a majority of each class of equity security is beneficially owned by the Corporation.
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8.
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The term “Major Subsidiary” means a Subsidiary having assets of twenty-five million dollars ($25,000,000) or more as reflected in the most recent fiscal year-end audited, or if unavailable, unaudited, consolidated balance sheet, prepared in accordance with applicable state insurance law with respect to
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9.
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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.
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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.
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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.
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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.
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NINTH:
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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.
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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.
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ELEVENTH:
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Except as provided in Articles FOURTH, SEVENTH, EIGHTH and NINTH of this Certificate of Incorporation, the Corporation reserves the right to amend and repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware, and all rights of stockholders shall be subject to this reservation.
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CITIGROUP INC.
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/s/ Michael S. Helfer
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|
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Name:
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Michael S. Helfer
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Corporate Secretary
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(a)
|
Rate. Holders shall be entitled to receive, if, as and when declared by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $25,000 per share of Series AA Preferred Stock, and no more, payable quarterly in arrears on each February 15, May 15, August 15 and November 15; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, unless that day falls in the next calendar year, in which case payment of such dividend will occur on the immediately preceding Business Day (in either case, without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Series AA Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Series AA Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to 8.125%. The record date for payment of dividends on the Series AA Preferred Stock will be the fifteenth day of the calendar month immediately preceding the month during which the Dividend Payment Date falls or such other record date fixed by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable will be computed on the basis of a 360-day year of twelve 30-day months.
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(b)
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Non-Cumulative Dividends. If the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof does not declare a dividend on the Series AA Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series AA Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent Dividend Period with respect to Series AA Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Company. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.
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(c)
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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:
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(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;
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(ii)
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purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current dividend period, including under a contractually binding stock repurchase plan;
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(iii)
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as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;
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(iv)
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the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;
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(v)
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the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or
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(vi)
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the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.
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(a)
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Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series AA Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any dividends thereon from the last dividend payment date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.
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(b)
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Partial Payment. If the assets of the Company are not sufficient to pay in full the liquidation preference plus any dividends which have been declared but not yet paid to all Holders and all holders of any Parity Stock, the amounts paid to the Holders and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.
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(c)
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Residual Distributions. If the respective aggregate liquidating distributions to which all Holders and all holders of any Parity Stock are entitled have been paid, the holders of Junior Stock shall be entitled to receive all remaining assets of the Company according to their respective rights and preferences.
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(d)
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Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the
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(a)
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Optional Redemption. The Company, at the option of its Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may redeem out of funds legally available therefor, in whole or in part, the shares of Series AA Preferred Stock at the time outstanding, on any Dividend Payment Date as to which the Company has declared a dividend in full on the Series AA Preferred Stock on or after the Dividend Payment Date on February 15, 2018, upon notice given as provided in Section 6(b) below, and at a redemption price equal to $25,000 per share; provided, however, that the Company may not effect a partial redemption of the Series AA Preferred Stock unless at least 2,000 shares ($50,000,000 aggregate liquidation amount) of Series AA Preferred Stock, excluding shares of Series AA Preferred Stock held by the Company or its subsidiaries, remain outstanding after giving effect to such partial redemption.
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(b)
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Notice of Redemption. Notice of every redemption of shares of Series AA Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series AA Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series AA Preferred Stock. Each notice shall state:
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(i)
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the redemption date;
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(ii)
|
the number of shares of Series AA Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;
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(iii)
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the redemption price;
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(iv)
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the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and
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(v)
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that dividends on the shares to be redeemed will cease to accrue on the redemption date.
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(c)
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Partial Redemption. In case of any redemption of only part of the shares of Series AA Preferred Stock at the time outstanding, the shares of Series AA Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series AA Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series AA Preferred Stock shall be redeemed from time to time.
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(d)
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Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, in trust for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof (the “Trust”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from
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(a)
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General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by Delaware law.
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(b)
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Special Voting Right.
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(i)
|
Voting Right. If and whenever dividends on the Series AA Preferred Stock or any other class or series of preferred stock that ranks on parity with Series AA Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least six quarterly Dividend Periods (whether consecutive or not) (a “Nonpayment”), the number of directors constituting the Board of Directors shall be increased by two, and the Holders (together with holders of any class or series of the Company’s authorized preferred stock having equivalent voting rights), shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the Holders and the holders of any such other class or series shall not be entitled to elect such directors to the extent such election would cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders and any other class or series of preferred stock that ranks on parity with the Series AA Preferred Stock as to payment of dividends and having equivalent voting rights is a “Preferred Stock Director.”
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(ii)
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Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any other class or series of stock of the Company that ranks on parity with Series AA Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request of the Holders of at least 20% of the Series AA Preferred Stock or the holders of at least 20% of such other series (addressed to the secretary at the Company’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the Holders and any other class or series of preferred stock that ranks on parity with Series AA Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid for the election of the two directors to be elected by them as provided in Section 7(b)(iii) below. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.
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(iii)
|
Notice of Special Meeting. Notice for a special meeting will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting will hold office until the next annual meeting of the stockholders of the Company unless they have been previously terminated or removed pursuant to Section 7(b)(iv). In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by the vote of the Holders (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the stockholders.
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(iv)
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Termination; Removal. Whenever the Company has paid full dividends for at least four consecutive quarterly dividend periods following a Nonpayment on the Series AA Preferred Stock and any other class or series of non-cumulative preferred stock ranking on parity with Series AA Preferred Stock as to payment of dividends, if any, and has paid cumulative dividends in full on any class or series of cumulative preferred stock ranking on parity with the Series AA Preferred Stock as to payment of dividends (in each case, upon which equivalent voting rights to those set forth in Section 7(b)(iii) have been conferred and are exercisable), then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Stock Directors will immediately terminate, and the number of directors constituting the Board of Directors will be reduced accordingly. Any Preferred Stock Director may be removed at any time without cause by the Holders of a majority of the outstanding shares of the Series AA Preferred Stock (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(b).
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(c)
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Senior Issuances; Adverse Changes. So long as any shares of Series AA Preferred Stock are outstanding, the vote or consent of the Holders of at least two-thirds of the shares of Series AA Preferred Stock at the time outstanding, voting as a class with all other series of preferred stock ranking equally with the Series AA Preferred Stock and entitled to vote thereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:
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(i)
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any amendment, alteration or repeal of any provision of the Company’s Certificate of Incorporation (including the certificate of designation creating the Series AA Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences or special rights of the Series AA Preferred Stock so as to affect them adversely;
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(ii)
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any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock ranking prior to the Series 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
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(iii)
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the consummation of a binding share exchange or reclassification involving the Series AA Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series AA Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series AA Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series AA Preferred Stock prior to such merger or consolidation), and (ii) such Series AA Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series AA Preferred Stock, taken as a whole; provided, however, that any increase in the amount of the authorized or issued Series AA Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series AA Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series AA Preferred Stock and Holders will have no right to vote on such an increase, creation or issuance.
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(d)
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No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or (c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series AA Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.
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(a)
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Global Series AA Preferred Stock. Series AA Preferred Stock may be issued in the form of one or more permanent global shares of Series AA Preferred Stock in definitive, fully registered form with a global legend in substantially the form attached hereto as Exhibit A (each, a “Global Series AA Preferred Stock”), which is hereby incorporated in and expressly made a part of this Restated Certificate of Incorporation. The Global Series AA Preferred Stock may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). The
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(b)
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Delivery to Depositary. If Global Series AA Preferred Stock is issued, the Company shall execute and the Registrar shall, in accordance with this Section, countersign and deliver initially one or more Global Series AA Preferred Stock that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to the Depositary or pursuant to instructions received from the Depositary or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar.
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(c)
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Agent Members. If Global Series AA Preferred Stock is issued, members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Certificate of Designation with respect to any Global Series AA Preferred Stock held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary or under such Global Series AA Preferred Stock, and the Depositary may be treated by the Company, the Registrar and any agent of the Company or the Registrar as the absolute owner of such Global Series AA Preferred Stock for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Registrar or any agent of the Company or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Series AA Preferred Stock. If Global Series AA Preferred Stock is issued, the Depositary may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Series AA Preferred Stock, or this Certificate of Designation or the Certificate of Incorporation.
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(d)
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Physical Certificates. Owners of beneficial interests in any Global Series AA Preferred Stock shall not be entitled to receive physical delivery of certificated shares of Series AA Preferred Stock, unless (x) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for the Global Series AA Preferred Stock and the Company does not appoint a qualified replacement for the Depositary within 90 days, (y) the Depositary ceases to be a “clearing agency” registered under the Exchange Act and the Company does not appoint a qualified replacement for the Depositary within 90 days or (z) the Company decides to discontinue the use of book-entry transfer through the Depositary. In any such case, the Global Series AA Preferred Stock shall be exchanged in whole for definitive shares of Series AA Preferred Stock in registered form, with the same terms and of an equal aggregate Liquidation Preference. Such definitive shares of Series AA Preferred Stock shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.
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(e)
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Signature. An Officer shall sign any Global Series AA Preferred Stock for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Series AA Preferred Stock no longer holds that office at the time the Transfer Agent countersigned the Global Series AA Preferred Stock, the Global Series AA Preferred Stock shall be valid nevertheless. A Global Series AA Preferred Stock shall not be valid until an authorized signatory of the Transfer Agent manually countersigns Global Series AA Preferred Stock. Each Global Series AA Preferred Stock shall be dated the date of its countersignature.
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(a)
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Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series AA Preferred Stock or shares of Common Stock or other securities issued on account of Series AA Preferred Stock pursuant hereto or certificates representing such shares or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series AA Preferred Stock, shares of Common Stock or other securities in a name other than that in which the shares of Series AA Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.
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(b)
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Withholding. All payments and distributions (or deemed distributions) on the shares of Series AA Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.
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Certificate Number
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Number of Shares of Series AA Preferred Stock
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CUSIP NO.:
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CITIGROUP INC.
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By:
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Name:
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Title:
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THE BANK OF NEW YORK MELLON, as Registrar
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By:
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Name:
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Title:
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Signature Guarantee:
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(a)
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Rate. Holders shall be entitled to receive, if, as and when declared by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee of the Board of Directors, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $25,000 per share of Series E Preferred Stock, and no more, payable (i) semi-annually in arrears on each April 30 and October 30 from the date of issuance to, but excluding, April 30, 2018, and (ii) quarterly in arrears on each January 30, April 30, July 30, and October 30 from and including April 30, 2018; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (i) on or prior to April 30, 2018, without any interest or other payment in respect of such delay, and (ii) after April 30, 2018, with dividends accruing to the actual payment date (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Series E Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Series E Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 8.40%, for each Dividend Period from and including the date of issuance to, but excluding, April 30, 2018 and (ii) the greater of (x) Three-month LIBOR plus 4.0285% and (y) 7.7575%, for each Dividend Period from and including April 30, 2018. The record date for payment of dividends on the Series E Preferred Stock will be the fifteenth day of the calendar month immediately preceding the month during which the Dividend Payment Date falls or such other record date fixed by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to April 30, 2018 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after April 30, 2018 will be computed on the basis of a 360-day year and the actual number of days elapsed.
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(b)
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Non-Cumulative Dividends. If the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof does not declare a dividend on the Series E Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series E Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent Dividend Period with respect to Series E Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Company. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.
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(c)
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Priority of Dividends. So long as any share of Series E Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series E Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:
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(i)
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purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;
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(ii)
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purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current dividend period, including under a contractually binding stock repurchase plan;
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(iii)
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as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;
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(iv)
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the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;
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(v)
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the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or
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(vi)
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the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.
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(a)
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Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series E Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any accrued dividends thereon from the last dividend payment date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.
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(b)
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Partial Payment. If the assets of the Company are not sufficient to pay in full the liquidation preference plus any dividends which have been declared but not yet paid to all Holders and all holders of any Parity Stock, the amounts paid to the Holders and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.
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(c)
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Residual Distributions. If the respective aggregate liquidating distributions to which all Holders and all holders of any Parity Stock are entitled have been paid, the holders of Junior Stock shall be entitled to receive all remaining assets of the Company according to their respective rights and preferences.
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(d)
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Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.
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(a)
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Optional Redemption. The Company, at the option of its Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may redeem out of funds legally available therefor, in whole or in part, the shares of Series E Preferred Stock at the time outstanding, on any Dividend Payment Date on or after April 30, 2018 as to which the Company has declared a dividend in full on the Series E Preferred Stock, upon notice given as provided in Section 6(b) below, and at a redemption price equal to $25,000 per share; provided, however, that the Company may not effect a partial redemption of the Series E Preferred Stock unless at least 2,000 shares ($50,000,000 aggregate liquidation amount) of Series E Preferred Stock, excluding shares of Series E Preferred Stock held by the Company or its subsidiaries, remain outstanding after giving effect to such partial redemption.
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(b)
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Notice of Redemption. Notice of every redemption of shares of Series E Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date
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(i)
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the redemption date;
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(ii)
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the number of shares of Series E Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;
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(iii)
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the redemption price;
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(iv)
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the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and
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(v)
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that dividends on the shares to be redeemed will cease to accrue on the redemption date.
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(c)
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Partial Redemption. In case of any redemption of only part of the shares of Series E Preferred Stock at the time outstanding, the shares of Series E Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series E Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series E Preferred Stock shall be redeemed from time to time.
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(d)
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Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, in trust for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof (the “Trust”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.
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(a)
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General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by Delaware law.
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(b)
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Special Voting Right.
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(ii)
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Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any other class or series of stock of the Company that ranks on parity with Series E Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request of the Holders of at least 20% of the Series E Preferred Stock or the holders of at least 20% of such other series (addressed to the secretary at the Company’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the Holders and any other class or series of preferred stock that ranks on parity with Series E Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid for the election of the two directors to be elected by them as provided in Section 7(b)(iii) below. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.
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(iii)
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Notice of Special Meeting. Notice for a special meeting will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting will hold office until the next annual meeting of the stockholders of the Company unless they have been previously terminated or removed pursuant to Section 7(b)(iv). In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by the vote of the Holders (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the stockholders.
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(iv)
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Termination; Removal. Whenever the Company has paid full dividends for at least two consecutive semi-annual or four consecutive quarterly dividend periods following a Nonpayment on the Series E Preferred Stock and any other class or series of non-cumulative preferred stock ranking on parity with Series E Preferred Stock as to payment of dividends, if any, and has paid cumulative dividends in full on any class or series of cumulative preferred stock ranking on parity with the Series E Preferred Stock as to payment of dividends (in each case, upon which equivalent voting rights to those set forth in Section 7(b)(iii) have been conferred and are exercisable), then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar nonpayment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Stock Directors will immediately terminate, and the number of directors constituting the Board of Directors will be reduced accordingly. Any Preferred Stock Director may be removed at any time without cause by the Holders of a majority of the outstanding shares of the Series E Preferred Stock (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(b).
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(c)
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Senior Issuances; Adverse Changes. So long as any shares of Series E Preferred Stock are outstanding, the vote or consent of the Holders of at least two-thirds of the shares of Series E Preferred Stock at the time outstanding, voting as a class with all other series of preferred stock ranking equally with the Series E Preferred Stock and entitled to vote thereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose,
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(i)
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any amendment, alteration or repeal of any provision of the Company’s Certificate of Incorporation (including the certificate of designation creating the Series E Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences or special rights of the Series E Preferred Stock so as to affect them adversely;
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(ii)
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any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock ranking prior to the Series E Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding-up of the Company; or
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(iii)
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the consummation of a binding share exchange or reclassification involving the Series E Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series E Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series E Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series E Preferred Stock prior to such merger or consolidation), and (ii) such Series E Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series E Preferred Stock, taken as a whole;
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(d)
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No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or (c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series E Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.
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(b)
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Delivery to Depositary. If Global Series E Preferred Stock is issued, the Company shall execute and the Registrar shall, in accordance with this Section, countersign and deliver initially one or more Global Series E Preferred Stock that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to the Depositary or pursuant to instructions received from the Depositary or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar.
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(c)
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Agent Members. If Global Series E Preferred Stock is issued, members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Certificate of Designation with respect to any Global Series E Preferred Stock held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary or under such Global Series E Preferred Stock, and the Depositary may be treated by the Company, the Registrar and any agent of the Company or the Registrar as the absolute owner of such Global Series E Preferred Stock for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Registrar or any agent of the Company or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Series E Preferred Stock. If Global Series E Preferred Stock is issued, the Depositary may grant proxies or otherwise authorize any Person to take any action
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(d)
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Physical Certificates. Owners of beneficial interests in any Global Series E Preferred Stock shall not be entitled to receive physical delivery of certificated shares of Series E Preferred Stock, unless (x) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for the Global Series E Preferred Stock and the Company does not appoint a qualified replacement for the Depositary within 90 days, (y) the Depositary ceases to be a “clearing agency” registered under the Exchange Act and the Company does not appoint a qualified replacement for the Depositary within 90 days or (z) the Company decides to discontinue the use of book-entry transfer through the Depositary. In any such case, the Global Series E Preferred Stock shall be exchanged in whole for definitive shares of Series E Preferred Stock in registered form, with the same terms and of an equal aggregate Liquidation Preference. Such definitive shares of Series E Preferred Stock shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.
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(e)
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Signature. An Officer shall sign any Global Series E Preferred Stock for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Series E Preferred Stock no longer holds that office at the time the Transfer Agent countersigned the Global Series E Preferred Stock, the Global Series E Preferred Stock shall be valid nevertheless. A Global Series E Preferred Stock shall not be valid until an authorized signatory of the Transfer Agent manually countersigns Global Series E Preferred Stock. Each Global Series E Preferred Stock shall be dated the date of its countersignature.
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(a)
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Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series E Preferred Stock or shares of Common Stock or other securities issued on account of Series E Preferred Stock pursuant hereto or certificates representing such shares or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series E Preferred Stock, shares of Common Stock or other securities in a name other than that in which the shares of Series E Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.
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(b)
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Withholding. All payments and distributions (or deemed distributions) on the shares of Series E Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.
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Certificate Number
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Number of Shares of Series E Preferred Stock
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CUSIP NO.:
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CITIGROUP INC.
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By:
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Name:
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Title:
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THE BANK OF NEW YORK MELLON, as Registrar
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By:
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Name:
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Title:
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Date:
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Signature:
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(Sign exactly as your name appears on the other side of this Certificate)
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Signature Guarantee:
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(a)
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Rate. Holders shall be entitled to receive, if, as and when declared by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee of the Board of Directors, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $25,000 per share of Series F Preferred Stock, and no more, payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2008; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, (without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Series F Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Series F Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to 8.50%. The record date for payment of dividends on the Series F Preferred Stock will be the fifteenth day of the calendar month immediately preceding the month during which the Dividend Payment Date falls or such other record date fixed by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable will be computed on the basis of a 360-day year of twelve 30-day months.
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(b)
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Non-Cumulative Dividends. If the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof does not declare a dividend on the Series F Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series F Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent Dividend Period with respect to Series F Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Company. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.
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(c)
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Priority of Dividends. So long as any share of Series F Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series F Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:
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(i)
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purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;
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(ii)
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purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current dividend period, including under a contractually binding stock repurchase plan;
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(iii)
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as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;
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(iv)
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the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;
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(v)
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the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or
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(vi)
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the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.
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(a)
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Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series F Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference $25,000 per share, plus any accrued dividends thereon from the last dividend payment date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.
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(b)
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Partial Payment. If the assets of the Company are not sufficient to pay in full the liquidation preference plus any dividends which have been declared but not yet paid to all Holders and all holders of any Parity Stock, the amounts paid to the Holders and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.
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(c)
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Residual Distributions. If the respective aggregate liquidating distributions to which all Holders and all holders of any Parity Stock are entitled have been paid, the holders of Junior Stock shall be entitled to receive all remaining assets of the Company according to their respective rights and preferences.
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(d)
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Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the
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(a)
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Optional Redemption. The Company, at the option of its Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may redeem out of funds legally available therefor, in whole or in part, the shares of Series F Preferred Stock at the time outstanding, on any Dividend Payment Date as to which the Company has declared a dividend in full on the Series F Preferred Stock on or after the Dividend Payment Date on June 15, 2013, upon notice given as provided in Section 6(b) below, and at a redemption price equal to $25,000 per share.
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(b)
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Notice of Redemption. Notice of every redemption of shares of Series F Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series F Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series F Preferred Stock. Each notice shall state:
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(i)
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the redemption date;
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(ii)
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the number of shares of Series F Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;
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(iii)
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the redemption price;
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(iv)
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the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and
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(v)
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that dividends on the shares to be redeemed will cease to accrue on the redemption date.
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(c)
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Partial Redemption. In case of any redemption of only part of the shares of Series F Preferred Stock at the time outstanding, the shares of Series F Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series F Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series F Preferred Stock shall be redeemed from time to time.
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(d)
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Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, in trust for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof (the “Trust”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company
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(a)
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General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by Delaware law.
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(b)
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Special Voting Right.
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(i)
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Voting Right. If and whenever dividends on the Series F Preferred Stock or any other class or series of preferred stock that ranks on parity with Series F Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least six quarterly Dividend Periods (whether consecutive or not) (a “Nonpayment”), the number of directors constituting the Board of Directors shall be increased by two, and the Holders (together with holders of any class or series of the Company’s authorized preferred stock having equivalent voting rights), shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the Holders and the holders of any such other class or series shall not be entitled to elect such directors to the extent such election would cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders and any other class or series of preferred stock that ranks on parity with the Series F Preferred Stock as to payment of dividends and having equivalent voting rights is a “Preferred Stock Director.”
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(ii)
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Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any other class or series of stock of the Company that ranks on parity with Series F Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request of the Holders of at least 20% of the Series F Preferred Stock or the holders of at least 20% of such other series (addressed to the secretary at the Company’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the Holders and any other class or series of preferred stock that ranks on parity with Series F Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid for the election of the two directors to be elected by them as provided in Section 7(b)(iii) below. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.
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(iii)
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Notice of Special Meeting. Notice for a special meeting will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting will hold office until the next annual meeting of the stockholders of the Company unless they have been previously terminated or removed pursuant to Section 7(b)(iv). In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by the vote of the Holders (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the stockholders.
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(iv)
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Termination; Removal. Whenever the Company has paid full dividends for at least four consecutive quarterly dividend periods following a Nonpayment on the Series F Preferred Stock and any other class or series of non-cumulative preferred stock ranking on parity with Series F Preferred Stock as to payment of dividends, if any, and has paid cumulative dividends in full on any class or series of cumulative preferred stock ranking on parity with the Series F Preferred Stock as to payment of dividends (in each case, upon which equivalent voting rights to those set forth in Section 7(b)(iii) have been conferred and are exercisable), then the right of the Holders to
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(c)
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Senior Issuances; Adverse Changes. So long as any shares of Series F Preferred Stock are outstanding, the vote or consent of the Holders of at least two-thirds of the shares of Series F Preferred Stock at the time outstanding, voting as a class with all other series of preferred stock ranking equally with the Series F Preferred Stock and entitled to vote thereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:
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(i)
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any amendment, alteration or repeal of any provision of the Company’s Certificate of Incorporation (including the certificate of designation creating the Series F Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences or special rights of the Series F Preferred Stock so as to affect them adversely;
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(ii)
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any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock ranking prior to the Series F Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding-up of the Company; or
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(iii)
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the consummation of a binding share exchange or reclassification involving the Series F Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series F Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series F Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series F Preferred Stock prior to such merger or consolidation), and (ii) such Series F Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series F Preferred Stock taken as a whole; provided, however, that any increase in the amount of the authorized or issued Series F Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series F Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series F Preferred Stock and Holders will have no right to vote on such an increase, creation or issuance.
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(d)
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No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or (c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series F Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.
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(a)
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Global Series F Preferred Stock. Series F Preferred Stock may be issued in the form of one or more permanent global shares of Series F Preferred Stock in definitive, fully registered form with a global legend in substantially the form attached hereto as Exhibit A (each, a “Global Series F Preferred Stock”), which is hereby incorporated in and expressly made a part of this Certificate of Designation. The Global Series F Preferred Stock may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). The aggregate number of shares represented by each Global Series F Preferred Stock may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided. This Section 15(a) shall apply only to a Global Series F Preferred Stock deposited with or on behalf of the Depositary.
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(b)
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Delivery to Depositary. If Global Series F Preferred Stock is issued, the Company shall execute and the Registrar shall, in accordance with this Section, countersign and deliver initially one or more Global Series F Preferred Stock that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the
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(c)
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Agent Members. If Global Series F Preferred Stock is issued, members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Certificate of Designation with respect to any Global Series F Preferred Stock held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary or under such Global Series F Preferred Stock and the Depositary may be treated by the Company, the Registrar and any agent of the Company or the Registrar as the absolute owner of such Global Series F Preferred Stock for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Registrar or any agent of the Company or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Series F Preferred Stock. If Global Series F Preferred Stock is issued, the Depositary may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Series F Preferred Stock, this Certificate of Designation or the Certificate of Incorporation.
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(d)
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Physical Certificates. Owners of beneficial interests in any Global Series F Preferred Stock shall not be entitled to receive physical delivery of certificated shares of Series F Preferred Stock, unless (x) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for the Global Series F Preferred Stock and the Company does not appoint a qualified replacement for the Depositary within 90 days, (y) the Depositary ceases to be a “clearing agency” registered under the Exchange Act and the Company does not appoint a qualified replacement for the Depositary within 90 days or (z) the Company decides to discontinue the use of book-entry transfer through the Depositary. In any such case, the Global Series F Preferred Stock shall be exchanged in whole for definitive shares of Series F Preferred Stock in registered form, with the same terms and of an equal aggregate Liquidation Preference. Such definitive shares of Series F Preferred Stock shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.
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(e)
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Signature. An Officer shall sign any Global Series F Preferred Stock for the Company in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Series F Preferred Stock no longer holds that office at the time the Transfer Agent countersigned the Global Series F Preferred Stock, the Global Series F Preferred Stock shall be valid nevertheless. A Global Series F Preferred Stock shall not be valid until an authorized signatory of the Transfer Agent manually countersigns Global Series F Preferred Stock. Each Global Series F Preferred Stock shall be dated the date of its countersignature.
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(a)
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Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series F Preferred Stock or shares of Common Stock or other securities issued on account of Series F Preferred Stock pursuant hereto or certificates representing such shares or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series F Preferred Stock, shares of Common Stock or other securities in a name other than that in which the shares of Series F Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.
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(b)
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Withholding. All payments and distributions (or deemed distributions) on the shares of Series F Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.
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THE BANK OF NEW YORK MELLON, as Registrar
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By:
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Name:
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Title:
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Date:
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Signature:
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(Sign exactly as your name appears on the other side of this Certificate)
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Signature Guarantee:
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(a)
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Subject to the prior and superior rights of the holders of any shares of any class or series of stock of the Corporation ranking prior and superior to the shares of Series R Preferred Stock with respect to dividends, the holders of shares of Series R Preferred Stock, in preference to the holders of shares of any class or series of stock of the Corporation ranking junior to the Series R Preferred Stock in respect thereof, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, regular quarterly dividends payable on such dates each year as designated by the Board of Directors (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of any share or fraction of a share of Series R Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 and (ii) the Multiplier Number times the aggregate per share amount of all cash dividends or other distributions and the Multiplier Number times the aggregate per share amount of all non-cash dividends or other distributions (other than (A) a dividend payable in shares of Common Stock, par value $0.01 per share, of the Corporation (the “Common Stock”) or (B) a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series R Preferred Stock. As used herein, the “Multiplier Number” shall be 1,000,000; provided that if, at any time after June 9, 2009, there shall be any change in the Common Stock, whether by reason of stock dividends, stock splits, reverse stock splits, recapitalization, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations or other similar changes in capitalization, or any distribution or issuance of shares of its capital stock in a merger, share exchange, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Board of Directors shall adjust the Multiplier Number to the extent appropriate such that following such adjustment each share of Series R Preferred Stock shall be in the same economic position as prior to such event.
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(b)
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The Corporation shall declare a dividend or distribution on the Series R Preferred Stock as provided in Section 2(a) immediately after it declares a dividend or distribution on the Common Stock (other than as described in Sections 2(a)(ii)(A) and 2(a)(ii)(B)); provided that if no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date (or, with respect to the first Quarterly Dividend Payment Date, the period between the first issuance of any share or fraction of a share of Series R Preferred Stock and such first Quarterly Dividend Payment Date), a dividend of $1.00 per share on the Series R Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.
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(c)
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Dividends shall begin to accrue and be cumulative on outstanding shares of Series R Preferred Stock from the Quarterly Dividend Payment Date immediately preceding the date of issuance of such shares of Series R Preferred Stock, unless the date of issuance of such shares is on or before the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue and be cumulative from the date of issue of such shares, or unless the date of issue is a date after the record date for the determination of holders of shares of Series R Preferred Stock entitled to receive a quarterly dividend and on or before such Quarterly Dividend Payment Date, in which case dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on shares of Series R Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series R Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall not be more than 60 days prior to the date fixed for the payment thereof.
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(ii)
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During any default period, such voting right of the holders of Series R Preferred Stock may be exercised initially at a special meeting called pursuant to Section 3(c)(iii) hereof or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders; provided that neither such voting right nor the right of the holders of any other series of Preferred Stock, if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless the holders of 10% in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of holders of Common Stock shall not affect the exercise by holders of Preferred Stock of such voting right. At any meeting at which holders of Preferred Stock shall initially exercise such voting right, they shall have the right, voting as a class, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two Directors or, if such right is exercised at an annual meeting, to elect two Directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders of the Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series R Preferred Stock.
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(d)
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The certificate of incorporation of the Corporation shall not be amended in any manner (whether by merger or otherwise) so as to adversely affect the powers, preferences or special rights of the Series R Preferred Stock without the affirmative vote of the holders of a majority of the outstanding shares of Series R Preferred Stock, voting separately as a class.
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(e)
|
Except as otherwise expressly provided herein, holders of Series R Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.
|
(i)
|
declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the Series R Preferred Stock;
|
(ii)
|
declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding-up) with the Series R Preferred Stock, except dividends paid ratably on the Series R Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
|
(iii)
|
redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the Series R Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding-up) to the Series R Preferred Stock; or
|
(iv)
|
redeem, purchase or otherwise acquire for value any shares of Series R Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding-up) with the Series R Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series R Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
|
(b)
|
The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.
|
(i)
|
a “person” or “group” within the meaning of Section 13(d) of the Exchange Act files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of common equity of the Company representing more than 50% of the voting power of the outstanding Common Stock; or
|
(ii)
|
consummation of any consolidation or merger of the Company or similar transaction or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the property and assets of the Company to any Person other than one of the Company’s subsidiaries, in each case pursuant to which the Common Stock will be converted into cash, securities or other property, other than pursuant to a transaction in which the Persons that “beneficially owned” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, voting shares of the Company immediately prior to such transaction beneficially own, directly or
|
(i)
|
any suspension of, or limitation imposed on, trading by any exchange or quotation system on which the Closing Price is determined pursuant to the definition of the Trading Day (a “Relevant Exchange”) during the one-hour period prior to the close of trading for the regular trading session on the Relevant Exchange (or for purposes of determining the VWAP per share of Common Stock any period or periods aggregating one half-hour or longer during the regular trading session on the relevant day) and whether by reason of movements in price exceeding limits permitted by the Relevant Exchange, or otherwise relating to Common Stock or in futures or options contracts relating to the Common Stock on the Relevant Exchange;
|
(ii)
|
any event (other than an event described in clause (iii)) that disrupts or impairs (as determined by the Company in its reasonable discretion) the ability of market participants during the one-hour period prior to the close of trading for the regular trading session on the Relevant Exchange (or for purposes of determining the VWAP per share of Common Stock any period or periods aggregating one half-hour or longer during the regular trading session on the relevant day) in general to effect transactions in, or obtain market values for, the Common Stock on the Relevant Exchange or to effect transactions in, or obtain market values for, futures or options contracts relating to the Common Stock on the Relevant Exchange; or
|
(iii)
|
the failure to open of the Relevant Exchange on which futures or options contracts relating to the Common Stock, are traded or the closure of such exchange prior to its respective scheduled closing time for the regular trading session on such day (without regard to after hours or any other trading outside of the regular trading session hours) unless such earlier closing time is announced by such exchange at least one hour prior to the earlier of the actual closing time for the regular trading session on such day, and the submission deadline for orders to be entered into such exchange for execution at the actual closing time on such day.
|
(a)
|
Rate. Holders shall be entitled to receive, if, as and when declared by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $50,000 per share of Convertible Preferred Stock, and no more, payable quarterly in arrears on each February 15, May 15, August 15 and November 15; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, unless that day falls in the next calendar year, in which case payment of such dividend will occur on the immediately preceding Business Day (in either case, without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Convertible Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Convertible Preferred Stock will accrue on the liquidation preference of $50,000 per share at a rate per annum equal to 6.5%. The record date for payment of dividends on the Convertible Preferred Stock will be the fifteenth day of the calendar month immediately preceding the month during which the Dividend Payment Date falls or such other record date fixed by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date
|
(b)
|
Non-Cumulative Dividends. If the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof does not declare a dividend on the Convertible Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time whether or not dividends on the Convertible Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent Dividend Period with respect to Convertible Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Company. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.
|
(c)
|
Priority of Dividends. So long as any share of Convertible Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Convertible Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any of Junior Stock, or make any guarantee payment with respect thereto, other than:
|
(i)
|
purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;
|
(ii)
|
purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current dividend period, including under a contractually binding stock repurchase plan;
|
(iii)
|
as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;
|
(iv)
|
the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;
|
(v)
|
the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or
|
(vi)
|
the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.
|
(e)
|
Conversion Following A Record Date. If a Conversion Date for any shares of Convertible Preferred Stock is prior to the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, the Holder of such shares will not be entitled to any such dividend. If the Conversion Date for any shares of Convertible Preferred Stock is after the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, but prior to the corresponding Dividend Payment Date, the Holder of such shares shall be entitled to
|
(a)
|
Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Convertible Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $50,000 per share, plus any accrued dividends thereon from the last dividend payment date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.
|
(b)
|
Partial Payment. If the assets of the Company are not sufficient to pay in full the liquidation preference plus any dividends which have been declared but not yet paid to all Holders and all holders of any Parity Stock, the amounts paid to the Holders and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.
|
(c)
|
Residual Distributions. If the respective aggregate liquidating distributions to which all Holders and all holders of any Parity Stock are entitled have been paid, the holders of Junior Stock shall be entitled to receive all remaining assets of the Company according to their respective rights and preferences.
|
(d)
|
Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.
|
(a)
|
Optional Redemption. The Company, at the option of its Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may redeem out of funds legally available therefor, in whole or in part, the shares of Convertible Preferred Stock at the time outstanding, on any Dividend Payment Date as to which the Company has declared a dividend in full on the Convertible Preferred Stock on or after the Dividend Payment Date on February 15, 2015, upon notice given as provided in Section 6(b) below, and at a redemption price equal to $50,000 per share.
|
(b)
|
Notice of Redemption. Notice of every redemption of shares of Convertible Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Convertible Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Convertible Preferred Stock. Each notice shall state:
|
(i)
|
the redemption date;
|
(ii)
|
the number of shares of Convertible Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;
|
(iii)
|
the redemption price;
|
(iv)
|
the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and
|
(v)
|
that dividends on the shares to be redeemed will cease to accrue on the redemption date.
|
(c)
|
Partial Redemption. In case of any redemption of only part of the shares of Convertible Preferred Stock at the time outstanding, the shares of Convertible Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Convertible Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Convertible Preferred Stock shall be redeemed from time to time.
|
(d)
|
Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, in trust for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof (the “Trust”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.
|
(e)
|
Conversion Prior to Redemption. If the Convertible Preferred Stock has been called for redemption, a holder will be entitled to convert the Convertible Preferred Stock from the date of notice of the redemption until the close of business on the second Business Day immediately preceding the date of redemption.
|
(a)
|
Conversion Date. Effective immediately prior to the close of business on any applicable Conversion Date, dividends shall no longer be declared on any such converted shares of Convertible Preferred Stock and such shares of Convertible Preferred Stock shall cease to be outstanding, in each case, subject to the right of Holders to receive any declared and unpaid dividends on such shares and any other payments to which they are otherwise entitled pursuant to the terms hereof.
|
(b)
|
Rights Prior to Conversion. No allowance or adjustment, except pursuant to Section 12, shall be made in respect of dividends payable to holders of the Common Stock of record as of any date prior to the close of business on any applicable Conversion Date. Prior to the close of business on any applicable Conversion Date, shares of Common Stock issuable upon conversion of, or other securities issuable upon conversion of, any shares of Convertible Preferred Stock shall not be deemed outstanding for any purpose, and Holders shall have no rights with respect to the Common Stock or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the Common Stock or other securities issuable upon conversion and rights to receive any dividends or other distributions on the Common Stock or other securities issuable upon conversion) by virtue of holding shares of Convertible Preferred Stock.
|
(c)
|
Reacquired Shares. Shares of Convertible Preferred Stock duly converted in accordance with this Certificate of Designation, or otherwise reacquired by the Company, will resume the status of authorized and unissued preferred stock, undesignated as to series and available for future issuance. The Company may from time-to-time take such appropriate action as may be necessary to reduce the authorized number of shares of Convertible Preferred Stock.
|
(d)
|
Record Holder as of Conversion Date. The Person or Persons entitled to receive the Common Stock and/or cash, securities or other property issuable upon conversion of Convertible Preferred Stock shall be treated for all purposes as the record holder(s) of such shares of Common Stock and/or securities as of the close of business on any applicable Conversion Date. In the event that a Holder shall not by written notice designate the name in which shares of Common Stock and/or cash, securities or other property (including payments of cash in lieu of fractional shares) to be issued or paid upon conversion of shares of Convertible Preferred Stock should be registered or paid or the manner in which such shares should be delivered, the Company shall be entitled to register and deliver such shares, and make such payment, in the name of the Holder and in the manner shown on the records of the Company or, in the case of global certificates, through book-entry transfer through the Depositary.
|
(e)
|
Conversion Procedure. On the date of any conversion, if a Holder’s interest is in certificated form, a Holder must do each of the following in order to convert:
|
(i)
|
complete and manually sign the conversion notice provided by the Conversion Agent, or a facsimile of the conversion notice, and deliver this irrevocable notice to the Conversion Agent;
|
(ii)
|
surrender the shares of Convertible Preferred Stock to the Conversion Agent;
|
(iii)
|
if required, furnish appropriate endorsements and transfer documents;
|
(iv)
|
if required, pay any stock transfer, documentary, stamp or similar taxes not payable by the Company pursuant to Section 24; and
|
(v)
|
if required, pay funds equal to any declared and unpaid dividend payable on the next Dividend Payment Date to which such Holder is entitled.
|
(a)
|
Make-Whole Acquisition Conversion. In the event of a Make-Whole Acquisition, each Holder shall have the option to convert its shares of Convertible Preferred Stock (a “Make-Whole Acquisition Conversion”) during the period (the “Make-Whole Acquisition Conversion Period”) beginning on the effective date of the Make-Whole Acquisition (the “Make-Whole Acquisition Effective Date”) and ending on the date that is 30 days after the Make-Whole Acquisition Effective Date and receive an additional number of shares of Common Stock in the form of Make-Whole Shares as set forth in clause (b) below.
|
(b)
|
Number of Make-Whole Shares. The number of “Make-Whole Shares” shall be determined for the Convertible Preferred Stock by reference to the table below for the applicable Make-Whole Acquisition Effective Date and the applicable Make-Whole Acquisition Stock Price:
|
|
|
Stock Price
|
||||||||||||||||||||||||
Effective Date
|
|
$26.35
|
|
$29.00
|
|
$31.50
|
|
$34.00
|
|
$36.50
|
|
$39.00
|
|
$41.50
|
|
$45.00
|
|
$50.00
|
|
$55.00
|
|
$60.00
|
|
$70.00
|
|
$80.00
|
January 17, 2008
|
|
415.0586
|
|
336.6450
|
|
280.8732
|
|
237.7517
|
|
203.8817
|
|
176.8906
|
|
155.0925
|
|
131.0448
|
|
105.8382
|
|
87.7535
|
|
74.3142
|
|
55.9120
|
|
44.0147
|
February 15, 2009
|
|
415.0586
|
|
335.6342
|
|
277.8014
|
|
233.2029
|
|
198.3240
|
|
170.6875
|
|
148.5209
|
|
124.2930
|
|
99.2609
|
|
81.6261
|
|
68.7560
|
|
51.5750
|
|
40.7288
|
February 15, 2010
|
|
407.7693
|
|
323.3739
|
|
263.5573
|
|
217.7120
|
|
182.0825
|
|
154.1127
|
|
131.9261
|
|
108.0402
|
|
83.9517
|
|
67.5097
|
|
55.8939
|
|
41.0257
|
|
32.1297
|
February 15, 2011
|
|
395.7941
|
|
307.9461
|
|
245.7090
|
|
198.1091
|
|
161.3901
|
|
132.8521
|
|
110.5226
|
|
86.9818
|
|
64.1080
|
|
49.3099
|
|
39.4578
|
|
27.8596
|
|
21.5687
|
February 15, 2012
|
|
381.2183
|
|
289.4432
|
|
223.9699
|
|
173.5976
|
|
134.6697
|
|
104.5878
|
|
61.4242
|
|
57.8404
|
|
36.6760
|
|
24.6960
|
|
17.9378
|
|
11.5860
|
|
9.0663
|
February 15, 2013
|
|
357.8192
|
|
261.7929
|
|
193.6996
|
|
140.8052
|
|
98.3019
|
|
63.0255
|
|
33.5871
|
|
4.8144
|
|
0.0000
|
|
0.0000
|
|
0.0000
|
|
0.0000
|
|
0.0000
|
February 15, 2014
|
|
332.5456
|
|
231.2139
|
|
162.2294
|
|
112.0320
|
|
74.8500
|
|
46.3888
|
|
24.1098
|
|
3.2856
|
|
0.0000
|
|
0.0000
|
|
0.0000
|
|
0.0000
|
|
0.0000
|
February 15, 2015
|
|
305.5166
|
|
179.3119
|
|
85.2333
|
|
2.7684
|
|
0.0000
|
|
0.0000
|
|
0.0000
|
|
0.0000
|
|
0.0000
|
|
0.0000
|
|
0.0000
|
|
0 0000
|
|
0.0000
|
(i)
|
The exact Make-Whole Acquisition Stock Prices and Make-Whole Acquisition Effective Dates may not be set forth on the table, in which case:
|
(A)
|
if the Make-Whole Acquisition Stock Price is between two Make-Whole Acquisition Stock Price amounts on the table or the Make-Whole Acquisition Effective Dates are between two dates on the table, the number of Make-Whole Shares will be determined by straight-line interpolation between the number of Make-Whole Shares set forth for the higher and lower Make-Whole Acquisition Stock Price amounts and the two Make-Whole Acquisition Effective Dates, as applicable, based on a 365-day year;
|
(B)
|
if the Make-Whole Acquisition Stock Price is in excess of $80.00 per share (subject to adjustment pursuant to Section 12), no Make-Whole Shares will be issued upon conversion of the Convertible Preferred Stock; and
|
(C)
|
if the Make-Whole Acquisition Stock Price is less than $26.35 per share (subject to adjustment pursuant to Section 12), no Make-Whole Shares will be issued upon conversion of the Convertible Preferred Stock.
|
(ii)
|
The Make-Whole Acquisition Stock Prices set forth in the table above are subject to adjustment pursuant to Section 12 and shall be adjusted as of any date the Conversion Rate is adjusted. The adjusted Make-Whole Acquisition Stock Prices will equal the Make-Whole Acquisition Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Make-Whole Acquisition Stock Prices adjustment and the denominator of which is the Conversion Rate as so adjusted. Each of the number of Make-Whole Shares in the table shall also be subject to adjustment in the same manner as the Conversion Rate pursuant to Section 12.
|
(c)
|
Initial Make-Whole Acquisition Notice. On or before the twentieth day prior to the date on which the Company anticipates consummating the Make-Whole Acquisition (or, if later, promptly after the Company discovers that the Make-Whole Acquisition will occur), a written notice shall be sent by or on behalf of the Company, by first-class mail, postage prepaid, to the Holders as they appear in the records of the Company. Such notice shall contain:
|
(i)
|
the date on which the Make-Whole Acquisition is anticipated to be effected, and whether such Make-Whole Acquisition is anticipated to be a Fundamental Change; and
|
(ii)
|
the date, which shall be 30 days after the anticipated Make-Whole Acquisition Effective Date, by which the Make-Whole Acquisition Conversion option must be exercised.
|
(d)
|
Second Make-Whole Acquisition Notice. On the Make-Whole Acquisition Effective Date, another written notice shall be sent by or on behalf of the Company, by first-class mail, postage prepaid, to the Holders as they appear in the records of the Company. Such notice shall contain:
|
(i)
|
the date that shall be 30 days after the Make-Whole Acquisition Effective Date;
|
(ii)
|
the number of Make-Whole Shares and, if such Make-Whole Acquisition is a Fundamental Change, the Base Price;
|
(iii)
|
the amount of cash, securities and other consideration payable per share of Common Stock and Convertible Preferred Stock; and
|
(iv)
|
the instructions a Holder must follow to exercise its conversion option in connection with such Make-Whole Acquisition, including pursuant to Section 10, if applicable.
|
(e)
|
Make-Whole Acquisition Conversion Procedure. To exercise a Make-Whole Acquisition Conversion option, a Holder must, no later than 5:00 p.m., New York City time, on or before the date by which the Make-Whole Acquisition Conversion option must be exercised as specified in the notice delivered under clause (d) above, comply with the procedures set forth in Section 8(e) and indicate that it is exercising its Make-Whole Acquisition Conversion option.
|
(f)
|
Unconverted Shares Remain Outstanding. If a Holder does not elect to exercise the Make-Whole Acquisition Conversion option pursuant to this Section 9, the shares of Convertible Preferred Stock or successor security held by it will remain outstanding (subject to such Holder electing to exercise its Fundamental Change conversion option, if any, in accordance with Section 10).
|
(g)
|
Delivery Following Make-Whole Acquisition Conversion. Upon a Make-Whole Acquisition Conversion, the Conversion Agent shall, except as otherwise provided in the instructions provided by the Holder in the written notice provided to the Company or its successor as set forth in Section 8(d) above, deliver to the Holder such cash, securities or other property as are issuable with respect to Make-Whole Shares in the Make-Whole Acquisition.
|
(h)
|
Partial Make-Whole Acquisition Conversion. In the event that a Make-Whole Acquisition Conversion is effected with respect to shares of Convertible Preferred Stock or a successor security representing less than all the shares of Convertible Preferred Stock or a successor security held by a Holder, upon such Make-Whole Acquisition Conversion the Company or its successor shall execute and the Conversion Agent shall, unless otherwise instructed in writing, countersign and deliver to such Holder, at the expense of the Company or its successors, a certificate evidencing the shares of Convertible Preferred Stock or such successor security held by the Holder as to which a Make-Whole Acquisition Conversion was not effected.
|
(a)
|
Fundamental Change Conversion. If the Reference Price in connection with a Make-Whole Acquisition is less than the Conversion Price (a “Fundamental Change”), a Holder may convert each share of Convertible Preferred Stock during the period beginning on the effective date of the Fundamental Change and ending on the date that is 30 days after the effective date of such Fundamental Change at an adjusted Conversion Price equal to the greater of (1) the Reference Price and (2) $18.45, subject to adjustment as described in clause (b) below (the “Base Price”).
|
(b)
|
Base Price Adjustment. The Base Price shall be adjusted as of any date the Conversion Rate of the Convertible Preferred Stock is adjusted pursuant to Section 12. The adjusted Base Price shall equal the Base Price applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Base Price adjustment and the denominator of which is the Conversion Rate as so adjusted.
|
(c)
|
Cash Alternative. In lieu of issuing Common Stock upon conversion in the event of a Fundamental Change, the Company may at its option, and if it obtains any necessary regulatory approval, pay an amount in cash (computed to the nearest cent) equal to the Reference Price for each share of Common Stock otherwise issuable upon conversion.
|
(d)
|
Fundamental Change Conversion Procedure. To exercise its conversion option upon a Fundamental Change, a Holder must, no later than 5:00 p.m., New York City time, on or before the date by which the conversion option upon the Fundamental Change must be exercised as specified in the notice delivered under Section 9(d) above, comply with the procedures set forth in Section 8(e) and indicate that it is exercising its Fundamental Change conversion option.
|
(f)
|
Unconverted Shares Remain Outstanding. If a Holder does not elect to exercise its conversion option upon a Fundamental Change pursuant to this Section 10, the shares of Convertible Preferred Stock or successor security held by it will remain outstanding (subject to such Holder electing to exercise its Make-Whole Acquisition Conversion option, if any, in accordance with Section 9).
|
(g)
|
Delivery Following Fundamental Change Conversion. Upon a conversion upon a Fundamental Change, the Conversion Agent shall, except as otherwise provided in the instructions provided by the Holder in the written notice provided to the Company or its successor as set forth in Section 8(d) above, deliver to the Holder such cash, securities or other property as are issuable with respect to the adjusted Conversion Price following the Fundamental Change.
|
(h)
|
Partial Fundamental Change Conversion. In the event that a conversion upon a Fundamental Change is effected with respect to shares of Convertible Preferred Stock or a successor security representing less than all the shares of Convertible Preferred Stock or a successor security held by a Holder, upon such conversion the Company or its successor shall execute and the Conversion Agent shall, unless otherwise instructed in writing, countersign and deliver to such Holder, at the expense of the Company, a certificate evidencing the shares of Convertible Preferred Stock or such successor security held by the Holder as to which a conversion upon a Fundamental Change was not effected.
|
(a)
|
Company Conversion Right. On or after February 15, 2013, the Company shall have the right, at its option, at any time or from time to time to cause some or all of the Convertible Preferred Stock to be converted into shares of Common Stock at the then-applicable Conversion Rate if, for 20 Trading Days within any period of 30 consecutive Trading Days ending on the Trading Day preceding the date the Company delivers a Notice of Conversion at the Option of the Company, the Closing Price of the Common Stock exceeds 130% of the then-applicable Conversion Price of the Convertible Preferred Stock.
|
(b)
|
Partial Conversion. If the Company elects to cause less than all the shares of the Convertible Preferred Stock to be converted under clause (a) above, the Conversion Agent shall select the Convertible Preferred Stock to be converted on a pro rata basis, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof determines to be fair and equitable. If the Conversion Agent selects a portion of a Holder’s Convertible Preferred Stock for partial conversion at the option of the Company and such Holder converts a portion of its shares of Convertible Preferred Stock, the converted portion will be deemed to be from the portion selected for conversion at the option of the Company under this Section 11.
|
(c)
|
Conversion Procedure. In order to exercise the conversion right described in this Section 11, the Company shall provide notice of such conversion to each Holder (such notice, a “Notice of Conversion at the Option of the Company”) The Conversion Date shall be a date selected by the Company (the “Conversion at the Option of the Company Date”) and shall be no more than 20 days after the date on which the Company provides such Notice of Conversion at the Option of the Company. In addition to any information required by applicable law or regulation, the Notice of Conversion at the Option of the Company shall state, as appropriate:
|
(i)
|
the Conversion at the Option of the Company Date;
|
(ii)
|
the number of shares of Common Stock to be issued upon conversion of each share of Convertible Preferred Stock and, if fewer than all the shares of a Holder are to be converted, the number of such shares to be converted; and
|
(iii)
|
the number of shares of Convertible Preferred Stock to be converted.
|
(a)
|
Adjustments. The Conversion Rate will be subject to adjustment, without duplication under the following circumstances:
|
(i)
|
the issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Conversion Rate will be adjusted based on the following formula:
|
(ii)
|
the issuance to all holders of Common Stock of certain rights or warrants entitling them for a period expiring 60 days or less from the date of issuance of such rights or warrants to purchase shares of Common Stock (or securities convertible into Common Stock) at less than (or having a conversion price per share less than) the Current Market Price as of the Record Date, in which event each Conversion Rate will be adjusted based on the following formula:
|
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.
|
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
|
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
|
(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:
|
(B)
|
upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; or
|
(C)
|
upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the date the Convertible Preferred Stock was first issued.
|
(iv)
|
No adjustment to the Conversion Rate need be made for a transaction referred to in Section 12.01 (a)(i), (ii), (iii), (iv) or (v) if Holders may participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction.
|
(v)
|
No adjustment to the Conversion Rate need be made for a change in the par value or no par value of the Common Stock.
|
(vi)
|
No adjustment to the Conversion Rate will be made to the extent that such adjustment would result in the Conversion Price being less than the par value of the Common Stock.
|
(vii)
|
Notwithstanding any other provision herein to the contrary, in the event of an adjustment pursuant to Section 12.01(a)(iv) or (v), in no event will the conversion rate following such adjustment exceed 1,897.4084, subject to adjustment pursuant to Section 12.01 (a)(i), (ii) or (iii).
|
(d)
|
Record Date. For purposes of this Section 12, “Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of the Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).
|
(e)
|
Successive Adjustments. After an adjustment to the Conversion Rate under this Section 12, any subsequent event requiring an adjustment under this Section 12 shall cause an adjustment to such Conversion Rate as so adjusted.
|
(f)
|
Multiple Adjustments. For the avoidance of doubt, if an event occurs that would trigger an adjustment to the Conversion Rate pursuant to this Section 12 under more than one subsection hereof, such event, to the extent fully taken into account in a single adjustment, shall not result in multiple adjustments hereunder.
|
(g)
|
Other Adjustments. The Company may, but shall not be required to, make such increases in the Conversion Rate, in addition to those required by this Section, as the Board of Directors considers to be advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes or for any other reason.
|
(h)
|
Notice of Adjustments. Whenever a Conversion Rate is adjusted as provided under Section 12, the Company shall within 10 Business Days following the occurrence of an event that requires such adjustment (or if the Company is not aware of such occurrence, as soon as reasonably practicable after becoming so aware) or the date the Company makes an adjustment pursuant to Section 12(g):
|
(i)
|
compute the adjusted applicable Conversion Rate in accordance with Section 12 and prepare and transmit to the Conversion Agent an Officers’ Certificate setting forth the applicable Conversion Rate, as the case may be, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and
|
(ii)
|
provide a written notice to the Holders of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to the applicable Conversion Rate was determined and setting forth the adjusted applicable Conversion Rate.
|
(i)
|
Conversion Agent. The Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist that may require any adjustment of the applicable Conversion Rate or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Conversion Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 12(h) and any adjustment contained therein and the Conversion Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, that may at the time be issued or delivered with respect to any Convertible Preferred Stock; and the Conversion Agent makes no representation with respect thereto. The Conversion Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a conversion of
|
(j)
|
Fractional Shares. No fractional shares of Common Stock will be issued to holders of the Convertible Preferred Stock upon conversion. In lieu of fractional shares otherwise issuable, holders will be entitled to receive an amount in cash equal to the fraction of a share of Common Stock, calculated on an aggregate basis in respect of the shares of Convertible Preferred Stock being converted, multiplied by the Closing Price of the Common Stock on the Trading Day immediately preceding the applicable Conversion Date.
|
(a)
|
Reorganization Events. In the event of:
|
(1)
|
any consolidation or merger of the Company with or into another person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities other property of the Company or another corporation);
|
(2)
|
any sale, transfer, lease or conveyance to another person of all or substantially all the property and assets of the Company; or
|
(3)
|
any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition) or any binding share exchange which reclassifies or changes its outstanding Common Stock; each of which is referred to as a “Reorganization Event,” each share of the Convertible Preferred Stock outstanding immediately prior to such Reorganization Event will, without the consent of the holders of the Convertible Preferred Stock, become convertible into the kind and amount of securities, cash and other property (the “Exchange Property”) receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the applicable Conversion Date) per share of Common Stock by a holder of Common Stock that is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates; provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof, then for the purpose of this Section 13(a), the kind and amount of securities, cash and other property receivable upon such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or of all such holders if none make an election). On each Conversion Date following a Reorganization Event, the Conversion Rate then in effect will be applied to the value on such Conversion Date of such securities, cash or other property received per share of Common Stock, as determined in accordance with this Section 13.
|
(b)
|
Exchange Property Election. In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive shall be deemed to be the types and amounts of consideration received by the holders of the shares of Common Stock that affirmatively make an election (or of all such holders if none make an election). The amount of Exchange Property receivable upon conversion of any Convertible Preferred Stock in accordance with the terms hereof shall be determined based upon the Conversion Rate in effect on such Conversion Date.
|
(c)
|
Successive Reorganization Events. The above provisions of this Section 13 shall similarly apply to successive Reorganization Events and the provisions of Section 12 shall apply to any shares of capital stock of the Company (or any successor) received by the holders of the Common Stock in any such Reorganization Event.
|
(d)
|
Reorganization Event Notice. The Company (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 13.
|
(a)
|
General. The Holders shall not be entitled to vote on any matter except as set forth in Section 14(b) below or as required by Delaware law.
|
(b)
|
Special Voting Right.
|
(i)
|
Voting Right. If and whenever dividends on the Convertible Preferred Stock or any other class or series of preferred stock that ranks on parity with Convertible Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 14(b)(i) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least six quarterly Dividend Periods (whether consecutive or not) (a “Nonpayment”), the number of directors constituting the Board of Directors shall be increased by two, and the Holders (together with holders of any class or series of the Company’s authorized preferred stock having equivalent voting rights), shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the Holders and the holders of any such other class or series shall not be entitled to elect such directors to the extent such election would cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors, and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders and any other class or series of preferred stock that ranks on parity with the Convertible Preferred Stock as to payment of dividends and having equivalent voting rights is a “Preferred Stock Director.”
|
(ii)
|
Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any other class or series of stock of the Company that ranks on parity with Convertible Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 14(b)(i) above, the secretary of the Company may, and upon the written request of the Holders of at least 20% of the Convertible Preferred Stock or the holders of at least 20% of such other series (addressed to the secretary at the Company’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the Holders and any other class or series of preferred stock that ranks on parity with Convertible Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid for the election of the two directors to be elected by them as provided in Section 14(b)(iii) below. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.
|
(iii)
|
Notice of Special Meeting. Notice for a special meeting will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 14(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting will hold office until the next annual meeting of the stockholders of the Company unless they have been previously terminated or removed pursuant to Section 14(b)(iv). In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by the vote of the Holders (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the stockholders.
|
(iv)
|
Termination; Removal. Whenever the Company has paid full dividends for at least four consecutive quarterly dividend periods following a Nonpayment on the Convertible Preferred Stock and any other class or series of non-cumulative preferred stock ranking on parity with Convertible Preferred Stock as to payment of dividends, if any, and has paid cumulative dividends in full on any class or series of cumulative preferred stock ranking on parity with the Convertible Preferred Stock as to payment of dividends (in each case, upon which equivalent voting rights to those set forth in Section 14(b)(iii) have been conferred and are exercisable), then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Stock Directors will immediately terminate, and the number of directors constituting the Board of Directors will be reduced accordingly. Any Preferred Stock Director may be removed at any time without cause by the Holders of a majority of the outstanding shares of
|
(c)
|
Senior Issuances; Adverse Changes. So long as any shares of Convertible Preferred Stock are outstanding, the vote or consent of the Holders of at least two-thirds of the shares of Convertible Preferred Stock at the time outstanding, voting as a class with all other series of preferred stock ranking equally with the Convertible Preferred Stock and entitled to vote thereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:
|
(i)
|
any amendment, alteration or repeal of any provision of the Company’s Certificate of Incorporation (including the certificate of designation creating the Convertible Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences or special rights of the Convertible Preferred Stock so as to affect them adversely;
|
(ii)
|
any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock ranking prior to the Convertible Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding-up of the Company; or
|
(iii)
|
the consummation of a binding share exchange or reclassification involving the Convertible Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Convertible Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Convertible Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Convertible Preferred Stock prior to such merger or consolidation), and (ii) such Convertible Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Convertible Preferred Stock, taken as a whole;
|
(d)
|
No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 14(b) or (c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Convertible Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.
|
(a)
|
Sufficient Shares. The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock or shares acquired by the Company, solely for issuance upon the conversion of shares of Convertible Preferred Stock as provided in this Certificate of Designation, free from any preemptive or other similar rights, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the shares of Convertible Preferred Stock then outstanding, assuming that the Conversion Price equaled the Base Price. For purposes of this Section 20(a), the number of shares of Common Stock that shall be deliverable upon the conversion of all outstanding shares of Convertible Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder.
|
(b)
|
Use of Acquired Shares. Notwithstanding the foregoing, the Company shall be entitled to deliver upon conversion of shares of Convertible Preferred Stock, as herein provided, shares of Common Stock acquired by the Company (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such acquired shares are free and clear of all liens, charges, security interests or encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).
|
(c)
|
Free and Clear Delivery. All shares of Common Stock delivered upon conversion of the Convertible Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).
|
(d)
|
Compliance with Law. Prior to the delivery of any securities that the Company shall be obligated to deliver upon conversion of the Convertible Preferred Stock, the Company shall use its reasonable best efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority.
|
(e)
|
Listing. The Company hereby covenants and agrees that, if at any time the Common Stock shall be listed on the New York Stock Exchange or any other national securities exchange or automated quotation system, the Company will, if permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all the Common Stock issuable upon conversion of the Convertible Preferred Stock; provided, however, that if the rules of such exchange or automated quotation system require the Company to defer the listing of such Common Stock until the first conversion of
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(a)
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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.
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(b)
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Certificates Following Conversion. If physical certificates are issued, the Company shall not be required to issue any certificates representing the Convertible Preferred Stock on or after the applicable Conversion Date. In place of the delivery of a replacement certificate following the applicable Conversion Date, the Transfer Agent, upon delivery of the evidence and indemnity described in clause (a) above, shall deliver the shares of Common Stock pursuant to the terms of the Convertible Preferred Stock formerly evidenced by the certificate.
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(a)
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Global Preferred Stock. Convertible Preferred Stock may be issued in the form of one or more permanent global shares of Convertible Preferred Stock in definitive, fully registered form with a global legend in substantially the form attached hereto as Exhibit A (each, a “Global Preferred Stock”), which is hereby incorporated in and expressly made a part of this Certificate of Designation. The Global Preferred Stock may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). The aggregate number of shares represented by each Global Preferred Stock may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided. This Section 23(a) shall apply only to a Global Preferred Stock deposited with or on behalf of the Depositary.
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(b)
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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.
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(c)
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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.
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(d)
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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
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(e)
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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.
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(a)
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Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of 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.
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(b)
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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.
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Certificate Number
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Number of Shares of Convertible Preferred Stock
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CUSIP NO.:
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CITIGROUP INC.
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By:
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Name:
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Title:
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THE BANK OF NEW YORK MELLON, as Registrar
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By:
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Name:
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Title:
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Date:
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Signature:
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(Sign exactly as your name appears on the other side of this Certificate)
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Signature Guarantee:
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CITIGROUP INC.
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By:
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/s/ Martin A. Waters
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Name:
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Martin A. Waters
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Title:
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Assistant Treasurer
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CITIGROUP INC.
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By:
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/s/ Michael S. Helfer
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Name:
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Michael S. Helfer
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Title:
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General Counsel and Corporate Secretary
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1.
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The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorporation”) fixes the total number of shares of all classes of capital stock that the Company shall have the authority to issue at six billion (6,000,000,000) shares of common stock, par value $0.01 per share, and thirty million (30,000,000) shares of preferred stock, par value $1.00 per share.
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2.
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The Certificate of Incorporation expressly grants to the Board of Directors of the Company (the “Board of Directors”) authority to provide for the issuance of the shares of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.
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3.
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Pursuant to the authority conferred upon a pricing committee (the “Pricing Committee”) by the Board of Directors, the Pricing Committee, by action duly taken on 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:
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(a)
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Rate. Holders shall be entitled to receive, when, as and if declared by the Board of Directors or any duly authorized committee thereof, but only out of funds legally available therefor, noncumulative cash dividends on each share of Series A Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) semi-annually in arrears on each July 30 and January 30, beginning July 30, 2013, from and including the date of issuance to, but excluding, January 30, 2023, and (ii) quarterly in arrears on each January 30, April 30, July 30, and October 30, beginning April 30, 2023 from and including January 30, 2023; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (except if after January 30, 2023 that day falls in the next calendar month, in which case the payment of any dividend otherwise payable will be made on the first preceding Business Day) (i) on or prior to January 30, 2023,
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(b)
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Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series 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.
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(c)
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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:
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(i)
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purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;
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(ii)
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purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;
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(iii)
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as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;
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(iv)
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the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;
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(v)
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the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or
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(vi)
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the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.
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(a)
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Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of stock ranking senior to or on parity with Series 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.
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(b)
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Partial Payment. If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series 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.
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(c)
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Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.
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(i)
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the redemption date;
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(ii)
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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;
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(iii)
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the redemption price;
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(iv)
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the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and
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(v)
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that dividends on the shares to be redeemed will cease to accrue on the redemption date.
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(c)
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Partial Redemption. In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares of Series 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.
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(d)
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Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue 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.
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(a)
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General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.
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(b)
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Special Voting Right.
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(i)
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Voting Right. If and whenever dividends on the Series 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.”
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(ii)
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Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series 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.
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(iii)
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Notice of Special Meeting. Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director’s election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series A Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series A Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series A Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series A Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.
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(iv)
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Termination; Removal. Whenever the Company has paid noncumulative dividends in full for at least two consecutive semi-annual or four consecutive quarterly Dividend Periods following a Nonpayment on the Series A Preferred Stock and on any dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “Preferred Stock Director Termination Date”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).
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(c)
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Senior Issuances; Adverse Changes. So long as any shares of Series A Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series A Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:
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(i)
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any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series A Preferred Stock) or the Company’s by-laws that would alter
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(ii)
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any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock ranking prior to the Series A Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or
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(iii)
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the consummation of a binding share exchange or reclassification involving the Series A Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series A Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series A Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series A Preferred Stock prior to such merger or consolidation), and (ii) such Series A Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series A Preferred Stock, taken as a whole;
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(d)
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No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series A Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.
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(a)
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Series A Preferred Stock Certificates. Series A Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series A Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series A Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).
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(b)
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Signature. Two Officers shall sign any Series A Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series A Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series A Preferred Stock Certificate, such Series A Preferred Stock Certificate shall be valid nevertheless. A Series A Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series A Preferred Stock Certificate. Each Series A Preferred Stock Certificate shall be dated the date of its countersignature.
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(a)
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Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series A Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series A Preferred Stock, in a name other than that in which the shares of Series A Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.
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(b)
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Withholding. All payments and distributions (or deemed distributions) on the shares of Series A Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.
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CITIGROUP INC.
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By:
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/s/Jeffrey R. Walsh
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Name:
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Jeffrey R. Walsh
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Title:
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Chief Accounting Officer
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Certificate Number
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Number of Shares of Series A Preferred Stock
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CUSIP NO.:
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CITIGROUP INC.
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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COMPUTERSHARE TRUST COMPANY, N.A., as Registrar
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By:
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Name:
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Title:
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(Sign exactly as your name appears on the other side of this Certificate)
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Signature Guarantee:
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1.
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The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorporation”) fixes the total number of shares of all classes of capital stock that the Company shall have the authority to issue at six billion (6,000,000,000) shares of common stock, par value $0.01 per share, and thirty million (30,000,000) shares of preferred stock, par value $1.00 per share.
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2.
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The Certificate of Incorporation expressly grants to the Board of Directors of the Company (the “Board of Directors”) authority to provide for the issuance of the shares of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.
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3.
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Pursuant to the authority conferred upon a pricing committee (the “Pricing Committee”) by the Board of Directors, the Pricing Committee, by action duly taken on December 6, 2012, adopted resolutions (i) authorizing the issuance and sale of up to 30,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 5.90% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series B (the “Series B Preferred Stock”) establishing the number of shares to be included in this Series B Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series B Preferred Stock and the qualifications, limitations or restrictions thereof as follows:
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(a)
|
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
|
(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.
|
(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.
|
(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.
|
(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
|
(a)
|
General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.
|
(b)
|
Special Voting Right.
|
(i)
|
Voting Right. If and whenever dividends on the Series B Preferred Stock or any other class or series of preferred stock that ranks on parity with Series B Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “Nonpayment”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “Preferred Stock Director.”
|
(ii)
|
Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series B Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders at which Preferred Stock Directors are to be elected, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series B Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.
|
(iii)
|
Notice of Special Meeting. Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director
|
(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
|
(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.
|
(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.
|
(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.
|
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:
|
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.
|
(1)
|
the Secured Overnight Financing Rate for trades made on such day that appears at approximately 3:00 p.m. (New York City time) on the NY Federal Reserve’s website on the U.S. Government Securities Business Day immediately following such U.S. Government Securities Business Day; or
|
(2)
|
if the rate specified in (1) above does not so appear, unless a Benchmark Transition Event and its related Benchmark Replacement Date have occurred as described in (3) below, the Secured Overnight Financing Rate published on the NY Federal Reserve’s website for the first preceding U.S. Government Securities Business Day for which the Secured Overnight Financing Rate was published on the NY Federal Reserve’s
|
(3)
|
if a Benchmark Transition Event and its related Benchmark Replacement Date have
|
(1)
|
the sum of: (a) the alternate rate of interest that has been selected or recommended by
|
(2)
|
the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement
|
(3)
|
the sum of: (a) the alternate rate of interest that has been selected by the Company (or one of its affiliates) as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment.
|
(1)
|
the spread adjustment, or method for calculating or determining such spread
|
(2)
|
if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA
|
(3)
|
the spread adjustment (which may be a positive or negative value or zero) that has
|
(1)
|
in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the
|
(2)
|
in the case of clause (3) of the definition of “Benchmark Transition Event,” the date
|
(1)
|
a public statement or publication of information by or on behalf of the administrator
|
(2)
|
a public statement or publication of information by the regulatory supervisor for the
|
(3)
|
a public statement or publication of information by the regulatory supervisor for the
|
Award Date
|
[Date]
|
Number of shares
|
[ ]
|
Vesting dates (% each vesting date)
|
Pro-rata vesting over four years with the first vest being in January of the year follow the year in which the Award was granted. Pro-rata vesting over three years with the first vesting date being in February of the year following the year in which the Award granted (subject to post-vesting requirements) for Material Risk Takers in the U.K. and European Union, or elsewhere, as contemplated by local regulations. Awards to certain Material Risk Takers, such as Risk Manager and Senior Executives are subject to different vesting schedules. [The vesting schedules described above are indicative and may vary from year to year.]
|
Reference Business (for Performance Vesting Condition in Section 2(a))
|
[ ]
|
Length of sale restriction in Section 2(d) (if applicable)
|
[ ]
|
Data Controller
|
Citigroup Inc.
|
Data Protection Officer
|
EMEA Chief Privacy Officer
[Contact Information Intentionally Omitted] |
Purpose and grounds for data processing
|
Implementation and administration of DIRAP and CAP, including, a participant’s actual participation, or consideration by the Company for potential future participation, in any similar or equivalent award plan or program.
Data processing is necessary for the performance of this Agreement to which you, the data subject, are party, or in order to take steps in connection with the Company considering you for any future participation in any similar or equivalent award plan or program.
|
Retention period
|
The Company will hold your personal information on its systems for the longest of the following periods: (i) as long as is necessary during your participation in DIRAP or CAP; (ii) any retention period that is mandated by law; (iii) the Compensation Planning retention periods set out in the Company’s Retention Management Policy which are measured from maturity or from DIRAP or CAP being superseded as follows:
Lithuania staff: 6 years
Malta and Romania staff: 10 Years
All other 25 EU countries: 7 Years
US Persons: 6 Years
|
Categories of Personal Information
|
Participant’s name, nationality, citizenship, tax or other residency status, work authorization, date of birth, age, government/tax identification number, passport number, brokerage account information, GEID or other internal identifying information, home address, work address, job and location history, compensation and incentive award information and history, business unit, employing entity, and Participant’s beneficiaries and contact information.
|
Recipients of Personal Information
|
(i) Human resources personnel responsible for administering the award programs, including local and regional equity award coordinators, and global coordinators located in the United States;
(ii) Participant’s U.S. broker and equity account administrator and trade facilitator;
(iii) Participant’s U.S., regional and local employing entity and business unit management, including Participant’s supervisor and his/her superiors;
(iv) The Committee or its designee, which is responsible for administering the Plan, DIRAP and CAP;
(v) The Company’s technology systems support team (but only to the extent necessary to maintain the proper operation of electronic information systems that support the incentive award programs); and
(vi) Internal and external legal, tax and accounting advisors (but only to the extent necessary for them to advise the Company on compliance and other issues affecting the incentive award programs in their respective fields of expertise).
|
Details of transfers outside the EU
|
Participant’s personal data may be transferred to the United States or another country that has not been certified by the European Commission as offering equivalent or "adequate protection" to the EU country of your last employment (or current residence). Information that is transferred between Citigroup and its affiliates is done in accordance with the Company’s Binding Corporate Rules. Where personal data is transferred to non-affiliated organizations (for the execution of investments, payments or any other transactions), the Company shall procure that such non-affiliated organizations agree to a similar level of protection as is provided under the Company’s Binding Corporate Rules.
|
Individual rights
|
Under the General Data Protection Regulation (EU) 2016/679 individuals have data subject rights including the right to access and correct personal data for data processed by or on behalf of any entity affiliated with the Company in the EU/EEA. You may exercise these rights by sending a written request to the EMEA Chief Privacy Officer identified above.
|
Right to complain
|
If you are unhappy with the way the Company has handled your personal information or any privacy query or request that you have raised with the EMEA Chief Privacy Officer, you have a right to lodge a complaint with a competent supervisory authority, in particular in the Member State of your habitual residence or place of work, of an alleged infringement of the GDPR.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Date: November 1, 2019
|
|
/s/ Michael L. Corbat
|
Michael L. Corbat
|
Chief Executive Officer
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date: November 1, 2019
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/s/ Mark A. L. Mason
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Mark A. L. Mason
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Chief Financial Officer
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/s/ Michael L. Corbat
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Michael L. Corbat
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Chief Executive Officer
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November 1, 2019
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/s/ Mark A. L. Mason
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Mark A. L. Mason
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Chief Financial Officer
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November 1, 2019
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Exhibit 99.01
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Citi Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
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Title of each class
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Ticker Symbol(s)
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Title for iXBRL
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Name of each exchange on which registered
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Common Stock, par value $.01 per share
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C
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Common Stock, par value $.01 per share
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New York Stock Exchange
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Depositary Shares, each representing 1/1,000th interest in a share of 6.875% Fixed/Floating Rate Noncumulative Preferred Stock, Series K
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C Pr K
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Dep Shs, represent 1/1,000th interest in a share of 6.875% Fix/Float Rate Noncum Pref Stk, Ser K
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New York Stock Exchange
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Depositary Shares, each representing 1/1,000th interest in a share of 6.300% Noncumulative Preferred Stock, Series S
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C Pr S
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Depositary Shares, represent 1/1,000th interest in a share of 6.300% Noncum Pref Stock, Ser S
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New York Stock Exchange
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7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty with respect thereto)
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C/36Y
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7.625% TRUPs of Cap III (and registrant’s guaranty)
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New York Stock Exchange
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7.875% Fixed Rate / Floating Rate Trust Preferred Securities (TruPS®) of Citigroup Capital XIII (and registrant’s guaranty with respect thereto)
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C N
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7.875% FXD / FRN TruPS of Cap XIII (and registrant’s guaranty)
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New York Stock Exchange
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6.829% Fixed Rate / Floating Rate Enhanced Trust Preferred Securities (Enhanced TruPS®) of Citigroup Capital XVIII (and registrant’s guaranty with respect thereto)
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C/67BP
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6.829% FXD / FRN Enhanced TruPS of Cap XVIII (and registrant’s guaranty)
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New York Stock Exchange
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C-Tracks Exchange-Traded Notes Based on the Performance of the Miller/Howard MLP Fundamental Index due September 28, 2023
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MLPC
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C-Tracks ETN Miller/Howard MLP Fundamental Index due Sept 2023
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NYSE Arca
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C-Tracks Exchange-Traded Notes Miller/Howard Strategic Dividend Reinvestor due September 16, 2024
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DIVC
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C-Tracks ETN Miller/Howard Strategic Dividend Reinvestor due Sept 2024
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NYSE Arca
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C-Tracks Exchange-Traded Notes on the Miller/Howard MLP Fundamental Index, Series B, due July 13, 2026 of Citigroup Global Markets Holdings Inc. (“CGMHI”) (and registrant’s guaranty with respect thereto)
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MLPE
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C-Tracks ETN Miller/Howard Fund, Ser B, due July 2026 of CGMHI (and registrant’s guaranty)
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NYSE Arca
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Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. JPY Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto)
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DJPY
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ETN VelocityShares Daily 4X Long USD vs JPY Ind due Dec 2032 of CGMHI (and registrant’s guaranty)
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NYSE Arca
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Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. GBP Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto)
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DGBP
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ETN VelocityShares Daily 4X Long USD vs GBP Ind due Dec 2032 of CGMHI (and registrant’s guaranty)
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NYSE Arca
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Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. EUR Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto)
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DEUR
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ETN VelocityShares Daily 4X Long USD vs EUR Ind due Dec 2032 of CGMHI (and registrant’s guaranty)
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NYSE Arca
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Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. CHF Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto)
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DCHF
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ETN VelocityShares Daily 4X Long USD vs CHF Ind due Dec 2032 of CGMHI (and registrant’s guaranty)
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NYSE Arca
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Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long USD vs. AUD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto)
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DAUD
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ETN VelocityShares Daily 4X Long USD vs AUD Ind due Dec 2032 of CGMHI (and registrant’s guaranty)
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NYSE Arca
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Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long JPY vs. USD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto)
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UJPY
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ETN VelocityShares Daily 4X Long JPY vs USD Ind due Dec 2032 of CGMHI (and registrant’s guaranty)
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NYSE Arca
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Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long EUR vs. USD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto)
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UEUR
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ETN VelocityShares Daily 4X Long EUR vs USD Ind due Dec 2032 of CGMHI (and registrant’s guaranty)
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NYSE Arca
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Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long GBP vs. USD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto)
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UGBP
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ETN VelocityShares Daily 4X Long GBP vs USD Ind due Dec 2032 of CGMHI (and registrant’s guaranty)
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NYSE Arca
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Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long CHF vs. USD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto)
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UCHF
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ETN VelocityShares Daily 4X Long CHF vs USD Ind due Dec 2032 of CGMHI (and registrant’s guaranty)
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NYSE Arca
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Exchange-Traded Notes Based on the Performance of the VelocityShares® Daily 4X Long AUD vs. USD Index due December 15, 2032 of CGMHI (and registrant’s guaranty with respect thereto)
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UAUD
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ETN VelocityShares Daily 4X Long AUD vs USD Ind due Dec 2032 of CGMHI (and registrant’s guaranty)
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NYSE Arca
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VelocityShares® Long LIBOR ETNs due August 16, 2032 of CGMHI (and registrant’s guaranty with respect thereto)
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ULBR
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VelocityShares Long LIBOR ETNs due Aug 2032 of CGMHI (and registrant’s guaranty)
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NYSE Arca
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VelocityShares® Short LIBOR ETNs due August 16, 2032 of CGMHI (and registrant’s guaranty with respect thereto)
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DLBR
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VelocityShares Short LIBOR ETNs due Aug 2032 of CGMHI (and registrant’s guaranty)
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NYSE Arca
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VelocityShares® 3x Long Crude Oil ETNs linked to the S&P GSCI® Crude Oil Index ER due December 15, 2031 of CGMHI (and registrant’s guaranty with respect thereto)
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UWT
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VelocityShares 3x Long Crude ETNs due Dec 2031 of CGMHI (and registrant’s guaranty)
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NYSE Arca
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VelocityShares® 3x Inverse Crude Oil ETNs linked to the S&P GSCI® Crude Oil Index ER due December 15, 2031 of CGMHI (and registrant’s guaranty with respect thereto)
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DWT
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VelocityShares 3x Inverse Crude due Dec 2031 of CGMHI (and registrant’s guaranty)
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NYSE Arca
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Medium-Term Senior Notes, Series N, Callable Step-Up Coupon Notes due March 31, 2036 of CGMHI (and registrant’s guaranty with respect thereto)
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C/36A
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MTN, Series N, Callable Step-Up Coupon Notes due Mar 2036 of CGMHI (and registrant’s guaranty)
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New York Stock Exchange
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Medium-Term Senior Notes, Series G, Callable Fixed Rate Notes due January 13, 2027
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C27C
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MTN, Series G, Callable Fixed Rate Notes due Jan 2027
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New York Stock Exchange
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