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☒
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ANNUAL 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
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Delaware
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52-1568099
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(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.)
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388 Greenwich Street,
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New York
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NY
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10013
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(Address of principal executive offices)
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(Zip code)
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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Item Number
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Page
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Part I
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1.
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Business
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4–27, 112–115,
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118, 146,
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294–295
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1A.
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Risk Factors
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46–55
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1B.
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Unresolved Staff Comments
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Not Applicable
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2.
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Properties
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Not Applicable
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3.
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Legal Proceedings—See Note 27 to the Consolidated Financial Statements
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276–282
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4.
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Mine Safety Disclosures
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Not Applicable
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Part II
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||
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5.
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Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
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128–129, 152–154, 296–297
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6.
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Selected Financial Data
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10–11
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7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
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6–29, 58–111
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7A.
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Quantitative and Qualitative Disclosures About Market Risk
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58–111, 147–151, 172–207, 214–267
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8.
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Financial Statements and Supplementary Data
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124–293
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9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
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Not Applicable
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9A.
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Controls and Procedures
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116–117
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9B.
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Other Information
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Not Applicable
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*
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For additional information regarding Citigroup’s Directors, see “Corporate Governance” and “Proposal 1: Election of Directors” in the definitive Proxy Statement for Citigroup’s Annual Meeting of Stockholders scheduled to be held on April 21, 2020, to be filed with the SEC (the Proxy Statement), incorporated herein by reference.
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**
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See “Compensation Discussion and Analysis,” “The Personnel and Compensation Committee Report,” and “2019 Summary Compensation Table and Compensation Information” and “CEO Pay Ratio” in the Proxy Statement, incorporated herein by reference.
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***
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See “About the Annual Meeting,” “Stock Ownership” and “Equity Compensation Plan Information” in the Proxy Statement, incorporated herein by reference.
|
****
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See “Corporate Governance—Director Independence,” “—Certain Transactions and Relationships, Compensation Committee Interlocks and Insider Participation” and “—Indebtedness” in the Proxy Statement, incorporated herein by reference.
|
*****
|
See “Proposal 2: Ratification of Selection of Independent Registered Public Accounting Firm” in the Proxy Statement, incorporated herein by reference.
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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
|
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North America GCB
|
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Latin America GCB
|
|
Asia GCB
|
|
Institutional Clients Group
|
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Corporate/Other
|
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OFF-BALANCE SHEET
ARRANGEMENTS
|
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CONTRACTUAL OBLIGATIONS
|
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CAPITAL RESOURCES
|
|
RISK FACTORS
|
|
Managing Global Risk Table of Contents
|
|
MANAGING GLOBAL RISK
|
|
SIGNIFICANT ACCOUNTING POLICIES AND
SIGNIFICANT ESTIMATES
|
|
DISCLOSURE CONTROLS AND
PROCEDURES
|
|
MANAGEMENT’S ANNUAL REPORT ON
INTERNAL CONTROL OVER FINANCIAL
REPORTING
|
|
FORWARD-LOOKING STATEMENTS
|
|
REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
|
|
FINANCIAL STATEMENTS AND NOTES
TABLE OF CONTENTS
|
|
CONSOLIDATED FINANCIAL STATEMENTS
|
|
NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS
|
|
FINANCIAL DATA SUPPLEMENT
|
|
SUPERVISION, REGULATION AND OTHER
|
|
CORPORATE INFORMATION
|
|
Executive Officers
|
|
Citigroup Board of Directors
|
(1)
|
Latin America GCB consists of Citi’s consumer banking business in Mexico.
|
(2)
|
Asia GCB includes the results of operations of GCB activities in certain EMEA countries for all periods presented.
|
(3)
|
North America includes the U.S., Canada and Puerto Rico, Latin America includes Mexico and Asia includes Japan.
|
•
|
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 pretax gains on sale in 2018 of approximately $150 million on the Hilton portfolio in North America GCB and approximately $250 million on an asset management business in Latin America GCB.
|
•
|
Citi had balanced performance across the Institutional Clients Group (ICG), with solid results in fixed income markets, treasury and trade solutions, investment banking and the private bank, while equity markets revenues were negatively impacted by a challenging environment.
|
•
|
Citi demonstrated strong expense discipline, resulting in expenses that were largely unchanged from the prior year, as well as positive operating leverage, even as Citi continued to make investments in the franchise. Citi’s positive operating leverage and continued credit discipline resulted in an improvement in pretax earnings.
|
•
|
Citi reported broad-based loan and deposit growth across GCB and ICG.
|
•
|
Citi returned $22.3 billion of capital to its shareholders in the form of common stock repurchases and dividends; Citi repurchased approximately 264 million common shares, contributing to a 9% reduction in average outstanding common shares from the prior year.
|
•
|
Despite continued progress in capital returns to shareholders, Citi’s key regulatory capital metrics remained strong.
|
In millions of dollars, except per share amounts
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
Net interest revenue
|
$
|
47,347
|
|
$
|
46,562
|
|
$
|
45,061
|
|
$
|
45,476
|
|
$
|
47,093
|
|
Non-interest revenue
|
26,939
|
|
26,292
|
|
27,383
|
|
25,321
|
|
30,184
|
|
|||||
Revenues, net of interest expense
|
$
|
74,286
|
|
$
|
72,854
|
|
$
|
72,444
|
|
$
|
70,797
|
|
$
|
77,277
|
|
Operating expenses
|
42,002
|
|
41,841
|
|
42,232
|
|
42,338
|
|
44,538
|
|
|||||
Provisions for credit losses and for benefits and claims
|
8,383
|
|
7,568
|
|
7,451
|
|
6,982
|
|
7,913
|
|
|||||
Income from continuing operations before income taxes
|
$
|
23,901
|
|
$
|
23,445
|
|
$
|
22,761
|
|
$
|
21,477
|
|
$
|
24,826
|
|
Income taxes(1)
|
4,430
|
|
5,357
|
|
29,388
|
|
6,444
|
|
7,440
|
|
|||||
Income (loss) from continuing operations
|
$
|
19,471
|
|
$
|
18,088
|
|
$
|
(6,627
|
)
|
$
|
15,033
|
|
$
|
17,386
|
|
Income (loss) from discontinued operations, net of taxes
|
(4
|
)
|
(8
|
)
|
(111
|
)
|
(58
|
)
|
(54
|
)
|
|||||
Net income (loss) before attribution of noncontrolling interests
|
$
|
19,467
|
|
$
|
18,080
|
|
$
|
(6,738
|
)
|
$
|
14,975
|
|
$
|
17,332
|
|
Net income attributable to noncontrolling interests
|
66
|
|
35
|
|
60
|
|
63
|
|
90
|
|
|||||
Citigroup’s net income (loss)(1)
|
$
|
19,401
|
|
$
|
18,045
|
|
$
|
(6,798
|
)
|
$
|
14,912
|
|
$
|
17,242
|
|
Earnings per share
|
|
|
|
|
|
||||||||||
Basic
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
8.08
|
|
$
|
6.69
|
|
$
|
(2.94
|
)
|
$
|
4.74
|
|
$
|
5.43
|
|
Net income (loss)
|
8.08
|
|
6.69
|
|
(2.98
|
)
|
4.72
|
|
5.41
|
|
|||||
Diluted
|
|
|
|
|
|
||||||||||
Income (loss) from continuing operations
|
$
|
8.04
|
|
$
|
6.69
|
|
$
|
(2.94
|
)
|
$
|
4.74
|
|
$
|
5.42
|
|
Net income (loss)
|
8.04
|
|
6.68
|
|
(2.98
|
)
|
4.72
|
|
5.40
|
|
|||||
Dividends declared per common share
|
1.92
|
|
1.54
|
|
0.96
|
|
0.42
|
|
0.16
|
|
|||||
Common dividends
|
$
|
4,403
|
|
$
|
3,865
|
|
$
|
2,595
|
|
$
|
1,214
|
|
$
|
484
|
|
Preferred dividends
|
1,109
|
|
1,174
|
|
1,213
|
|
1,077
|
|
769
|
|
|||||
Common share repurchases
|
17,875
|
|
14,545
|
|
14,538
|
|
9,451
|
|
5,452
|
|
|
|
||||||||||||||
In millions of dollars, except per share amounts, ratios and direct staff
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
At December 31:
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
1,951,158
|
|
$
|
1,917,383
|
|
$
|
1,842,465
|
|
$
|
1,792,077
|
|
$
|
1,731,210
|
|
Total deposits
|
1,070,590
|
|
1,013,170
|
|
959,822
|
|
929,406
|
|
907,887
|
|
|||||
Long-term debt
|
248,760
|
|
231,999
|
|
236,709
|
|
206,178
|
|
201,275
|
|
|||||
Citigroup common stockholders’ equity(1)
|
175,262
|
|
177,760
|
|
181,487
|
|
205,867
|
|
205,139
|
|
|||||
Total Citigroup stockholders’ equity(1)
|
193,242
|
|
196,220
|
|
200,740
|
|
225,120
|
|
221,857
|
|
|||||
Average assets
|
1,978,805
|
|
1,920,242
|
|
1,875,438
|
|
1,808,728
|
|
1,823,875
|
|
|||||
Direct staff (in thousands)
|
200
|
|
204
|
|
209
|
|
219
|
|
231
|
|
|||||
Performance metrics
|
|
|
|
|
|
||||||||||
Return on average assets
|
0.98
|
%
|
0.94
|
%
|
(0.36
|
)%
|
0.82
|
%
|
0.95
|
%
|
|||||
Return on average common stockholders’ equity(1)(2)
|
10.3
|
|
9.4
|
|
(3.9
|
)
|
6.6
|
|
8.1
|
|
|||||
Return on average total stockholders’ equity(1)(2)
|
9.9
|
|
9.1
|
|
(3.0
|
)
|
6.5
|
|
7.9
|
|
|||||
Return on tangible common equity (RoTCE)(1)(3)
|
12.1
|
|
11.0
|
|
8.1
|
|
7.6
|
|
9.3
|
|
|||||
Efficiency ratio (total operating expenses/total revenues)
|
56.5
|
|
57.4
|
|
58.3
|
|
59.8
|
|
57.6
|
|
|||||
Basel III ratios(1)(4)
|
|
|
|
|
|
||||||||||
Common Equity Tier 1 Capital(5)
|
11.81
|
%
|
11.86
|
%
|
12.36
|
%
|
12.57
|
%
|
12.07
|
%
|
|||||
Tier 1 Capital(5)
|
13.36
|
|
13.46
|
|
14.06
|
|
14.24
|
|
13.49
|
|
|||||
Total Capital(5)
|
15.97
|
|
16.18
|
|
16.30
|
|
16.24
|
|
15.30
|
|
|||||
Supplementary Leverage ratio
|
6.21
|
|
6.41
|
|
6.68
|
|
7.22
|
|
7.08
|
|
|||||
Citigroup common stockholders’ equity to assets(1)
|
8.98
|
%
|
9.27
|
%
|
9.85
|
%
|
11.49
|
%
|
11.85
|
%
|
|||||
Total Citigroup stockholders’ equity to assets(1)
|
9.90
|
|
10.23
|
|
10.90
|
|
12.56
|
|
12.82
|
|
|||||
Dividend payout ratio(6)
|
23.9
|
|
23.1
|
|
NM
|
|
8.9
|
|
3.0
|
|
|||||
Total payout ratio(7)
|
121.8
|
|
109.1
|
|
NM
|
|
77.1
|
|
36.0
|
|
|||||
Book value per common share(1)
|
$
|
82.90
|
|
$
|
75.05
|
|
$
|
70.62
|
|
$
|
74.26
|
|
$
|
69.46
|
|
Tangible book value (TBV) per share(1)(3)
|
70.39
|
|
63.79
|
|
60.16
|
|
64.57
|
|
60.61
|
|
(1)
|
2017 includes the one-time impact related to enactment of the Tax Cuts and Jobs Act (Tax Reform). 2019 and 2018 reflect the tax rate structure post Tax Reform. For additional information, see “Significant Accounting Policies and Significant Estimates—Income Taxes” below. RoTCE for 2017 excludes the one-time impact from Tax Reform.
|
(2)
|
The return on average common stockholders’ equity is calculated using net income less preferred stock dividends divided by average common stockholders’ equity. The return on average total Citigroup stockholders’ equity is calculated using net income divided by average Citigroup stockholders’ equity.
|
(3)
|
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.
|
(4)
|
Citi’s risk-based capital and leverage ratios for 2017 and prior years are non-GAAP financial measures, which reflect full implementation of regulatory capital adjustments and deductions prior to the effective date of January 1, 2018.
|
(5)
|
As of December 31, 2019, 2018, and 2017, Citi’s reportable Common Equity Tier 1 Capital and Tier 1 Capital ratios were the lower derived under the Basel III Standardized Approach, whereas the reportable Total Capital ratio was the lower derived under the Basel III Advanced Approaches framework. For all prior periods presented, Citi’s Common Equity Tier 1 Capital, Tier 1 Capital and Total Capital ratios were the lower derived under the Basel III Advanced Approaches framework.
|
(6)
|
Dividends declared per common share as a percentage of net income per diluted share.
|
(7)
|
Total common dividends declared plus common stock repurchases as a percentage of net income available to common shareholders (Net income, less preferred dividends). See “Consolidated Statement of Changes in Stockholders’ Equity,” Note 10 to the Consolidated Financial Statements and “Equity Security Repurchases” below for the component details.
|
NM
|
Not meaningful
|
In millions of dollars
|
2019
|
2018
|
2017(1)
|
% Change
2019 vs. 2018 |
% Change
2018 vs. 2017 |
||||||||
Income (loss) from continuing operations
|
|
|
|
|
|
||||||||
Global Consumer Banking
|
|
|
|
|
|
||||||||
North America
|
$
|
3,224
|
|
$
|
3,087
|
|
$
|
1,829
|
|
4
|
%
|
69
|
%
|
Latin America
|
901
|
|
802
|
|
516
|
|
12
|
|
55
|
|
|||
Asia(2)
|
1,577
|
|
1,420
|
|
1,197
|
|
11
|
|
19
|
|
|||
Total
|
$
|
5,702
|
|
$
|
5,309
|
|
$
|
3,542
|
|
7
|
%
|
50
|
%
|
Institutional Clients Group
|
|
|
|
|
|
||||||||
North America
|
$
|
3,511
|
|
$
|
3,675
|
|
$
|
2,494
|
|
(4
|
)%
|
47
|
%
|
EMEA
|
3,867
|
|
3,889
|
|
2,828
|
|
(1
|
)
|
38
|
|
|||
Latin America
|
2,111
|
|
2,013
|
|
1,637
|
|
5
|
|
23
|
|
|||
Asia
|
3,455
|
|
2,997
|
|
2,416
|
|
15
|
|
24
|
|
|||
Total
|
$
|
12,944
|
|
$
|
12,574
|
|
$
|
9,375
|
|
3
|
%
|
34
|
%
|
Corporate/Other
|
825
|
|
205
|
|
(19,544
|
)
|
NM
|
|
NM
|
|
|||
Income (loss) from continuing operations
|
$
|
19,471
|
|
$
|
18,088
|
|
$
|
(6,627
|
)
|
8
|
%
|
NM
|
|
Discontinued operations
|
$
|
(4
|
)
|
$
|
(8
|
)
|
$
|
(111
|
)
|
50
|
%
|
93
|
%
|
Less: net income attributable to noncontrolling interests
|
66
|
|
35
|
|
60
|
|
89
|
|
(42
|
)
|
|||
Citigroup’s net income (loss)
|
$
|
19,401
|
|
$
|
18,045
|
|
$
|
(6,798
|
)
|
8
|
%
|
NM
|
|
(1)
|
2017 includes the one-time impact related to enactment of Tax Reform. For additional information, see “Significant Accounting Policies and Significant Estimates—Income Taxes” below.
|
(2)
|
Asia GCB includes the results of operations of GCB activities in certain EMEA countries for all periods presented.
|
In millions of dollars
|
2019
|
2018
|
2017
|
% Change
2019 vs. 2018 |
% Change
2018 vs. 2017 |
||||||||
Global Consumer Banking
|
|
|
|
|
|
||||||||
North America
|
$
|
20,398
|
|
$
|
19,829
|
|
$
|
19,570
|
|
3
|
%
|
1
|
%
|
Latin America
|
5,238
|
|
5,309
|
|
4,794
|
|
(1
|
)
|
11
|
|
|||
Asia(1)
|
7,335
|
|
7,201
|
|
7,081
|
|
2
|
|
2
|
|
|||
Total
|
$
|
32,971
|
|
$
|
32,339
|
|
$
|
31,445
|
|
2
|
%
|
3
|
%
|
Institutional Clients Group
|
|
|
|
|
|
||||||||
North America
|
$
|
13,459
|
|
$
|
13,522
|
|
$
|
14,578
|
|
—
|
%
|
(7
|
)%
|
EMEA
|
12,006
|
|
11,770
|
|
10,878
|
|
2
|
|
8
|
|
|||
Latin America
|
5,166
|
|
4,954
|
|
4,814
|
|
4
|
|
3
|
|
|||
Asia
|
8,670
|
|
8,079
|
|
7,552
|
|
7
|
|
7
|
|
|||
Total
|
$
|
39,301
|
|
$
|
38,325
|
|
$
|
37,822
|
|
3
|
%
|
1
|
%
|
Corporate/Other
|
2,014
|
|
2,190
|
|
3,177
|
|
(8
|
)
|
(31
|
)
|
|||
Total Citigroup net revenues
|
$
|
74,286
|
|
$
|
72,854
|
|
$
|
72,444
|
|
2
|
%
|
1
|
%
|
(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
|
$
|
7,076
|
|
$
|
69,363
|
|
$
|
117,480
|
|
$
|
—
|
|
$
|
193,919
|
|
Securities borrowed and purchased under agreements to resell
|
87
|
|
250,968
|
|
267
|
|
—
|
|
251,322
|
|
|||||
Trading account assets
|
1,168
|
|
265,260
|
|
9,712
|
|
—
|
|
276,140
|
|
|||||
Investments
|
1,150
|
|
126,481
|
|
240,932
|
|
—
|
|
368,563
|
|
|||||
Loans, net of unearned income and allowance for loan losses
|
290,270
|
|
387,036
|
|
9,394
|
|
—
|
|
686,700
|
|
|||||
Other assets
|
39,071
|
|
94,648
|
|
40,795
|
|
—
|
|
174,514
|
|
|||||
Net inter-segment liquid assets(4)
|
68,077
|
|
253,463
|
|
(321,540
|
)
|
—
|
|
—
|
|
|||||
Total assets
|
$
|
406,899
|
|
$
|
1,447,219
|
|
$
|
97,040
|
|
$
|
—
|
|
$
|
1,951,158
|
|
Liabilities and equity
|
|
|
|
|
|
||||||||||
Total deposits
|
$
|
291,049
|
|
$
|
767,666
|
|
$
|
11,875
|
|
$
|
—
|
|
$
|
1,070,590
|
|
Securities loaned and sold under agreements to repurchase
|
2,229
|
|
164,096
|
|
14
|
|
—
|
|
166,339
|
|
|||||
Trading account liabilities
|
549
|
|
118,788
|
|
557
|
|
—
|
|
119,894
|
|
|||||
Short-term borrowings
|
417
|
|
27,082
|
|
17,550
|
|
—
|
|
45,049
|
|
|||||
Long-term debt(3)
|
1,472
|
|
64,758
|
|
32,053
|
|
150,477
|
|
248,760
|
|
|||||
Other liabilities
|
20,847
|
|
71,215
|
|
14,518
|
|
—
|
|
106,580
|
|
|||||
Net inter-segment funding (lending)(3)
|
90,336
|
|
233,614
|
|
19,769
|
|
(343,719
|
)
|
—
|
|
|||||
Total liabilities
|
$
|
406,899
|
|
$
|
1,447,219
|
|
$
|
96,336
|
|
$
|
(193,242
|
)
|
$
|
1,757,212
|
|
Total stockholders’ equity(5)
|
—
|
|
—
|
|
704
|
|
193,242
|
|
193,946
|
|
|||||
Total liabilities and equity
|
$
|
406,899
|
|
$
|
1,447,219
|
|
$
|
97,040
|
|
$
|
—
|
|
$
|
1,951,158
|
|
(1)
|
The supplemental information presented in the table above reflects Citigroup’s consolidated GAAP balance sheet by reporting segment. The respective segment information depicts the assets and liabilities managed by each segment.
|
(2)
|
Consolidating eliminations for total Citigroup and Citigroup parent company assets and liabilities are recorded within Corporate/Other.
|
(3)
|
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.
|
In millions of dollars, except as otherwise noted
|
2019
|
2018
|
2017
|
% Change
2019 vs. 2018 |
% Change
2018 vs. 2017 |
||||||||
Net interest revenue
|
$
|
28,205
|
|
$
|
27,374
|
|
$
|
26,277
|
|
3
|
%
|
4
|
%
|
Non-interest revenue
|
4,766
|
|
4,965
|
|
5,168
|
|
(4
|
)
|
(4
|
)
|
|||
Total revenues, net of interest expense
|
$
|
32,971
|
|
$
|
32,339
|
|
$
|
31,445
|
|
2
|
%
|
3
|
%
|
Total operating expenses
|
$
|
17,628
|
|
$
|
17,786
|
|
$
|
17,229
|
|
(1
|
)%
|
3
|
%
|
Net credit losses
|
$
|
7,382
|
|
$
|
6,884
|
|
$
|
6,462
|
|
7
|
%
|
7
|
%
|
Credit reserve build
|
439
|
|
568
|
|
1,029
|
|
(23
|
)
|
(45
|
)
|
|||
Provision for unfunded lending commitments
|
1
|
|
—
|
|
—
|
|
100
|
|
—
|
|
|||
Provision for benefits and claims
|
73
|
|
103
|
|
116
|
|
(29
|
)
|
(11
|
)
|
|||
Provisions for credit losses and for benefits and claims
(LLR & PBC)
|
$
|
7,895
|
|
$
|
7,555
|
|
$
|
7,607
|
|
5
|
%
|
(1
|
)%
|
Income from continuing operations before taxes
|
$
|
7,448
|
|
$
|
6,998
|
|
$
|
6,609
|
|
6
|
%
|
6
|
%
|
Income taxes
|
1,746
|
|
1,689
|
|
3,067
|
|
3
|
|
(45
|
)
|
|||
Income from continuing operations
|
$
|
5,702
|
|
$
|
5,309
|
|
$
|
3,542
|
|
7
|
%
|
50
|
%
|
Noncontrolling interests
|
6
|
|
7
|
|
9
|
|
(14
|
)
|
(22
|
)
|
|||
Net income
|
$
|
5,696
|
|
$
|
5,302
|
|
$
|
3,533
|
|
7
|
%
|
50
|
%
|
Balance Sheet data and ratios (in billions of dollars)
|
|
|
|
|
|
||||||||
Total EOP assets
|
$
|
407
|
|
$
|
388
|
|
$
|
389
|
|
5
|
%
|
—
|
%
|
Average assets
|
389
|
|
378
|
|
380
|
|
3
|
|
(1
|
)
|
|||
Return on average assets
|
1.46
|
%
|
1.40
|
%
|
0.93
|
%
|
|
|
|||||
Efficiency ratio
|
53
|
|
55
|
|
55
|
|
|
|
|||||
Average deposits
|
$
|
277
|
|
$
|
269
|
|
$
|
267
|
|
3
|
|
1
|
|
Net credit losses as a percentage of average loans
|
2.60
|
%
|
2.48
|
%
|
2.39
|
%
|
|
|
|||||
Revenue by business
|
|
|
|
|
|
||||||||
Retail banking
|
$
|
12,549
|
|
$
|
12,627
|
|
$
|
12,089
|
|
(1
|
)%
|
4
|
%
|
Cards(1)
|
20,422
|
|
19,712
|
|
19,356
|
|
4
|
|
2
|
|
|||
Total
|
$
|
32,971
|
|
$
|
32,339
|
|
$
|
31,445
|
|
2
|
%
|
3
|
%
|
Income from continuing operations by business
|
|
|
|
|
|
||||||||
Retail banking
|
$
|
1,842
|
|
$
|
1,851
|
|
$
|
1,320
|
|
—
|
%
|
40
|
%
|
Cards(1)
|
3,860
|
|
3,458
|
|
2,222
|
|
12
|
|
56
|
|
|||
Total
|
$
|
5,702
|
|
$
|
5,309
|
|
$
|
3,542
|
|
7
|
%
|
50
|
%
|
(1)
|
Includes both Citi-branded cards and Citi retail services.
|
(2)
|
Reflects the impact of FX translation into U.S. dollars at the 2019 average exchange rates for all periods presented.
|
(3)
|
Presentation of this metric excluding FX translation is a non-GAAP financial measure.
|
In millions of dollars, except as otherwise noted
|
2019
|
2018
|
2017
|
% Change
2019 vs. 2018 |
% Change
2018 vs. 2017 |
||||||||
Net interest revenue
|
$
|
19,869
|
|
$
|
19,006
|
|
$
|
18,298
|
|
5
|
%
|
4
|
%
|
Non-interest revenue(1)
|
529
|
|
823
|
|
1,272
|
|
(36
|
)
|
(35
|
)
|
|||
Total revenues, net of interest expense
|
$
|
20,398
|
|
$
|
19,829
|
|
$
|
19,570
|
|
3
|
%
|
1
|
%
|
Total operating expenses
|
$
|
10,154
|
|
$
|
10,230
|
|
$
|
9,867
|
|
(1
|
)%
|
4
|
%
|
Net credit losses
|
$
|
5,583
|
|
$
|
5,085
|
|
$
|
4,737
|
|
10
|
%
|
7
|
%
|
Credit reserve build
|
469
|
|
460
|
|
926
|
|
2
|
|
(50
|
)
|
|||
Provision for unfunded lending commitments
|
1
|
|
—
|
|
—
|
|
100
|
|
—
|
|
|||
Provision for benefits and claims
|
19
|
|
22
|
|
33
|
|
(14
|
)
|
(33
|
)
|
|||
Provisions for credit losses and for benefits and claims
|
$
|
6,072
|
|
$
|
5,567
|
|
$
|
5,696
|
|
9
|
%
|
(2
|
)%
|
Income from continuing operations before taxes
|
$
|
4,172
|
|
$
|
4,032
|
|
$
|
4,007
|
|
3
|
%
|
1
|
%
|
Income taxes
|
948
|
|
945
|
|
2,178
|
|
—
|
|
(57
|
)
|
|||
Income from continuing operations
|
$
|
3,224
|
|
$
|
3,087
|
|
$
|
1,829
|
|
4
|
%
|
69
|
%
|
Noncontrolling interests
|
—
|
|
—
|
|
(1
|
)
|
—
|
|
100
|
|
|||
Net income
|
$
|
3,224
|
|
$
|
3,087
|
|
$
|
1,830
|
|
4
|
%
|
69
|
%
|
Balance Sheet data and ratios (in billions of dollars)
|
|
|
|
|
|
|
|
||||||
Average assets
|
$
|
232
|
|
$
|
227
|
|
$
|
232
|
|
2
|
%
|
(2
|
)%
|
Return on average assets
|
1.39
|
%
|
1.36
|
%
|
0.79
|
%
|
|
|
|||||
Efficiency ratio
|
50
|
|
52
|
|
50
|
|
|
|
|||||
Average deposits
|
$
|
152.8
|
|
$
|
148.0
|
|
$
|
151.0
|
|
3
|
|
(2
|
)
|
Net credit losses as a percentage of average loans
|
2.97
|
%
|
2.78
|
%
|
2.67
|
%
|
|
|
|||||
Revenue by business
|
|
|
|
|
|
|
|
||||||
Retail banking
|
$
|
4,529
|
|
$
|
4,600
|
|
$
|
4,565
|
|
(2
|
)%
|
1
|
%
|
Citi-branded cards
|
9,165
|
|
8,628
|
|
8,578
|
|
6
|
|
1
|
|
|||
Citi retail services
|
6,704
|
|
6,601
|
|
6,427
|
|
2
|
|
3
|
|
|||
Total
|
$
|
20,398
|
|
$
|
19,829
|
|
$
|
19,570
|
|
3
|
%
|
1
|
%
|
Income from continuing operations by business
|
|
|
|
|
|
|
|
||||||
Retail banking
|
$
|
196
|
|
$
|
312
|
|
$
|
251
|
|
(37
|
)%
|
24
|
%
|
Citi-branded cards
|
1,742
|
|
1,581
|
|
1,009
|
|
10
|
|
57
|
|
|||
Citi retail services
|
1,286
|
|
1,194
|
|
569
|
|
8
|
|
NM
|
|
|||
Total
|
$
|
3,224
|
|
$
|
3,087
|
|
$
|
1,829
|
|
4
|
%
|
69
|
%
|
(1)
|
2018 includes an approximate $150 million gain on the Hilton portfolio sale.
|
In millions of dollars, except as otherwise noted
|
2019
|
2018
|
2017
|
% Change
2019 vs. 2018 |
% Change
2018 vs. 2017 |
||||||||
Net interest revenue
|
$
|
3,639
|
|
$
|
3,681
|
|
$
|
3,491
|
|
(1
|
)%
|
5
|
%
|
Non-interest revenue(1)
|
1,599
|
|
1,628
|
|
1,303
|
|
(2
|
)
|
25
|
|
|||
Total revenues, net of interest expense
|
$
|
5,238
|
|
$
|
5,309
|
|
$
|
4,794
|
|
(1
|
)%
|
11
|
%
|
Total operating expenses
|
$
|
2,883
|
|
$
|
2,900
|
|
$
|
2,721
|
|
(1
|
)%
|
7
|
%
|
Net credit losses
|
$
|
1,109
|
|
$
|
1,131
|
|
$
|
1,083
|
|
(2
|
)%
|
4
|
%
|
Credit reserve build
|
(38
|
)
|
84
|
|
113
|
|
NM
|
|
(26
|
)
|
|||
Provision for unfunded lending commitments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||
Provision for benefits and claims
|
54
|
|
81
|
|
83
|
|
(33
|
)
|
(2
|
)
|
|||
Provisions for credit losses and for benefits and claims (LLR & PBC)
|
$
|
1,125
|
|
$
|
1,296
|
|
$
|
1,279
|
|
(13
|
)%
|
1
|
%
|
Income from continuing operations before taxes
|
$
|
1,230
|
|
$
|
1,113
|
|
$
|
794
|
|
11
|
%
|
40
|
%
|
Income taxes
|
329
|
|
311
|
|
278
|
|
6
|
|
12
|
|
|||
Income from continuing operations
|
$
|
901
|
|
$
|
802
|
|
$
|
516
|
|
12
|
%
|
55
|
%
|
Noncontrolling interests
|
—
|
|
—
|
|
5
|
|
—
|
|
(100
|
)
|
|||
Net income
|
$
|
901
|
|
$
|
802
|
|
$
|
511
|
|
12
|
%
|
57
|
%
|
Balance Sheet data and ratios (in billions of dollars)
|
|
|
|
|
|
|
|
||||||
Average assets
|
$
|
35
|
|
$
|
33
|
|
$
|
35
|
|
6
|
%
|
(6
|
)%
|
Return on average assets
|
2.57
|
%
|
2.43
|
%
|
1.46
|
%
|
|
|
|||||
Efficiency ratio
|
55
|
|
55
|
|
57
|
|
|
|
|||||
Average deposits
|
$
|
22.8
|
|
$
|
22.7
|
|
$
|
21.8
|
|
—
|
|
4
|
|
Net credit losses as a percentage of average loans
|
6.45
|
%
|
6.50
|
%
|
6.08
|
%
|
|
|
|||||
Revenue by business
|
|
|
|
|
|
||||||||
Retail banking
|
$
|
3,585
|
|
$
|
3,744
|
|
$
|
3,324
|
|
(4
|
)%
|
13
|
%
|
Citi-branded cards
|
1,653
|
|
1,565
|
|
1,470
|
|
6
|
|
6
|
|
|||
Total
|
$
|
5,238
|
|
$
|
5,309
|
|
$
|
4,794
|
|
(1
|
)%
|
11
|
%
|
Income from continuing operations by business
|
|
|
|
|
|
|
|
||||||
Retail banking
|
$
|
600
|
|
$
|
596
|
|
$
|
332
|
|
1
|
%
|
80
|
%
|
Citi-branded cards
|
301
|
|
206
|
|
184
|
|
46
|
|
12
|
|
|||
Total
|
$
|
901
|
|
$
|
802
|
|
$
|
516
|
|
12
|
%
|
55
|
%
|
FX translation impact
|
|
|
|
|
|
|
|
||||||
Total revenues—as reported(1)
|
$
|
5,238
|
|
$
|
5,309
|
|
$
|
4,794
|
|
(1
|
)%
|
11
|
%
|
Impact of FX translation(2)
|
—
|
|
(23
|
)
|
(117
|
)
|
|
|
|||||
Total revenues—ex-FX(3)
|
$
|
5,238
|
|
$
|
5,286
|
|
$
|
4,677
|
|
(1
|
)%
|
13
|
%
|
Total operating expenses—as reported
|
$
|
2,883
|
|
$
|
2,900
|
|
$
|
2,721
|
|
(1
|
)%
|
7
|
%
|
Impact of FX translation(2)
|
—
|
|
(13
|
)
|
(59
|
)
|
|
|
|||||
Total operating expenses—ex-FX(3)
|
$
|
2,883
|
|
$
|
2,887
|
|
$
|
2,662
|
|
—
|
%
|
8
|
%
|
Provisions for LLR & PBC—as reported
|
$
|
1,125
|
|
$
|
1,296
|
|
$
|
1,279
|
|
(13
|
)%
|
1
|
%
|
Impact of FX translation(2)
|
—
|
|
(6
|
)
|
(32
|
)
|
|
|
|||||
Provisions for LLR & PBC—ex-FX(3)
|
$
|
1,125
|
|
$
|
1,290
|
|
$
|
1,247
|
|
(13
|
)%
|
3
|
%
|
Net income—as reported
|
$
|
901
|
|
$
|
802
|
|
$
|
511
|
|
12
|
%
|
57
|
%
|
Impact of FX translation(2)
|
—
|
|
(3
|
)
|
(19
|
)
|
|
|
|||||
Net income—ex-FX(3)
|
$
|
901
|
|
$
|
799
|
|
$
|
492
|
|
13
|
%
|
62
|
%
|
(1)
|
2018 includes an approximate $250 million gain on the sale of an asset management business. See Note 2 to the Consolidated Financial Statements.
|
(2)
|
Reflects the impact of FX translation into U.S. dollars at the 2019 average exchange rates for all periods presented.
|
(3)
|
Presentation of this metric excluding FX translation is a non-GAAP financial measure.
|
In millions of dollars, except as otherwise noted(1)
|
2019
|
2018
|
2017
|
% Change
2019 vs. 2018 |
% Change
2018 vs. 2017 |
||||||||
Net interest revenue
|
$
|
4,697
|
|
$
|
4,687
|
|
$
|
4,488
|
|
—
|
%
|
4
|
%
|
Non-interest revenue
|
2,638
|
|
2,514
|
|
2,593
|
|
5
|
|
(3
|
)
|
|||
Total revenues, net of interest expense
|
$
|
7,335
|
|
$
|
7,201
|
|
$
|
7,081
|
|
2
|
%
|
2
|
%
|
Total operating expenses
|
$
|
4,591
|
|
$
|
4,656
|
|
$
|
4,641
|
|
(1
|
)%
|
—
|
%
|
Net credit losses
|
$
|
690
|
|
$
|
668
|
|
$
|
642
|
|
3
|
%
|
4
|
%
|
Credit reserve build (release)
|
8
|
|
24
|
|
(10
|
)
|
(67
|
)
|
NM
|
|
|||
Provision (release) for unfunded lending commitments
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||
Provisions for credit losses
|
$
|
698
|
|
$
|
692
|
|
$
|
632
|
|
1
|
%
|
9
|
%
|
Income from continuing operations before taxes
|
$
|
2,046
|
|
$
|
1,853
|
|
$
|
1,808
|
|
10
|
%
|
2
|
%
|
Income taxes
|
469
|
|
433
|
|
611
|
|
8
|
|
(29
|
)
|
|||
Income from continuing operations
|
$
|
1,577
|
|
$
|
1,420
|
|
$
|
1,197
|
|
11
|
%
|
19
|
%
|
Noncontrolling interests
|
6
|
|
7
|
|
5
|
|
(14
|
)
|
40
|
|
|||
Net income
|
$
|
1,571
|
|
$
|
1,413
|
|
$
|
1,192
|
|
11
|
%
|
19
|
%
|
Balance Sheet data and ratios (in billions of dollars)
|
|
|
|
|
|
|
|
||||||
Average assets
|
$
|
122
|
|
$
|
119
|
|
$
|
114
|
|
3
|
%
|
4
|
%
|
Return on average assets
|
1.29
|
%
|
1.19
|
%
|
1.05
|
%
|
|
|
|||||
Efficiency ratio
|
63
|
|
65
|
|
66
|
|
|
|
|||||
Average deposits
|
$
|
101.1
|
|
$
|
98.0
|
|
$
|
94.6
|
|
3
|
|
4
|
|
Net credit losses as a percentage of average loans
|
0.88
|
%
|
0.86
|
%
|
0.85
|
%
|
|
|
|||||
Revenue by business
|
|
|
|
|
|
||||||||
Retail banking
|
$
|
4,435
|
|
$
|
4,283
|
|
$
|
4,200
|
|
4
|
%
|
2
|
%
|
Citi-branded cards
|
2,900
|
|
2,918
|
|
2,881
|
|
(1
|
)
|
1
|
|
|||
Total
|
$
|
7,335
|
|
$
|
7,201
|
|
$
|
7,081
|
|
2
|
%
|
2
|
%
|
Income from continuing operations by business
|
|
|
|
|
|
||||||||
Retail banking
|
$
|
1,046
|
|
$
|
943
|
|
$
|
737
|
|
11
|
%
|
28
|
%
|
Citi-branded cards
|
531
|
|
477
|
|
460
|
|
11
|
|
4
|
|
|||
Total
|
$
|
1,577
|
|
$
|
1,420
|
|
$
|
1,197
|
|
11
|
%
|
19
|
%
|
FX translation impact
|
|
|
|
|
|
||||||||
Total revenues—as reported
|
$
|
7,335
|
|
$
|
7,201
|
|
$
|
7,081
|
|
2
|
%
|
2
|
%
|
Impact of FX translation(2)
|
—
|
|
(123
|
)
|
(153
|
)
|
|
|
|||||
Total revenues—ex-FX(3)
|
$
|
7,335
|
|
$
|
7,078
|
|
$
|
6,928
|
|
4
|
%
|
2
|
%
|
Total operating expenses—as reported
|
$
|
4,591
|
|
$
|
4,656
|
|
$
|
4,641
|
|
(1
|
)%
|
—
|
%
|
Impact of FX translation(2)
|
—
|
|
(87
|
)
|
(95
|
)
|
|
|
|||||
Total operating expenses—ex-FX(3)
|
$
|
4,591
|
|
$
|
4,569
|
|
$
|
4,546
|
|
—
|
%
|
1
|
%
|
Provisions for credit losses—as reported
|
$
|
698
|
|
$
|
692
|
|
$
|
632
|
|
1
|
%
|
9
|
%
|
Impact of FX translation(2)
|
—
|
|
(18
|
)
|
(21
|
)
|
|
|
|||||
Provisions for credit losses—ex-FX(3)
|
$
|
698
|
|
$
|
674
|
|
$
|
611
|
|
4
|
%
|
10
|
%
|
Net income—as reported
|
$
|
1,571
|
|
$
|
1,413
|
|
$
|
1,192
|
|
11
|
%
|
19
|
%
|
Impact of FX translation(2)
|
—
|
|
(13
|
)
|
(23
|
)
|
|
|
|||||
Net income—ex-FX(3)
|
$
|
1,571
|
|
$
|
1,400
|
|
$
|
1,169
|
|
12
|
%
|
20
|
%
|
(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 2019 average exchange rates for all periods presented.
|
(3)
|
Presentation of this metric excluding FX translation is a non-GAAP financial measure.
|
In millions of dollars, except as otherwise noted
|
2019
|
2018
|
2017
|
% Change
2019 vs. 2018 |
% Change
2018 vs. 2017 |
||||||||
Commissions and fees
|
$
|
4,462
|
|
$
|
4,651
|
|
$
|
4,456
|
|
(4
|
)%
|
4
|
%
|
Administration and other fiduciary fees
|
2,756
|
|
2,806
|
|
2,721
|
|
(2
|
)
|
3
|
|
|||
Investment banking
|
4,440
|
|
4,358
|
|
4,666
|
|
2
|
|
(7
|
)
|
|||
Principal transactions
|
8,562
|
|
8,742
|
|
7,527
|
|
(2
|
)
|
16
|
|
|||
Other(1)
|
1,829
|
|
941
|
|
1,711
|
|
94
|
|
(45
|
)
|
|||
Total non-interest revenue
|
$
|
22,049
|
|
$
|
21,498
|
|
$
|
21,081
|
|
3
|
%
|
2
|
%
|
Net interest revenue (including dividends)
|
17,252
|
|
16,827
|
|
16,741
|
|
3
|
|
1
|
|
|||
Total revenues, net of interest expense
|
$
|
39,301
|
|
$
|
38,325
|
|
$
|
37,822
|
|
3
|
%
|
1
|
%
|
Total operating expenses
|
$
|
22,224
|
|
$
|
21,780
|
|
$
|
21,187
|
|
2
|
%
|
3
|
%
|
Net credit losses
|
$
|
394
|
|
$
|
208
|
|
$
|
465
|
|
89
|
%
|
(55
|
)%
|
Credit reserve build (release)
|
71
|
|
(109
|
)
|
(285
|
)
|
NM
|
|
62
|
|
|||
Provision (release) for unfunded lending commitments
|
98
|
|
116
|
|
(161
|
)
|
(16
|
)
|
NM
|
|
|||
Provisions for credit losses
|
$
|
563
|
|
$
|
215
|
|
$
|
19
|
|
NM
|
|
NM
|
|
Income from continuing operations before taxes
|
$
|
16,514
|
|
$
|
16,330
|
|
$
|
16,616
|
|
1
|
%
|
(2
|
)%
|
Income taxes
|
3,570
|
|
3,756
|
|
7,241
|
|
(5
|
)
|
(48
|
)
|
|||
Income from continuing operations
|
$
|
12,944
|
|
$
|
12,574
|
|
$
|
9,375
|
|
3
|
%
|
34
|
%
|
Noncontrolling interests
|
40
|
|
17
|
|
57
|
|
NM
|
|
(70
|
)
|
|||
Net income
|
$
|
12,904
|
|
$
|
12,557
|
|
$
|
9,318
|
|
3
|
%
|
35
|
%
|
EOP assets (in billions of dollars)
|
$
|
1,447
|
|
$
|
1,438
|
|
$
|
1,375
|
|
1
|
%
|
5
|
%
|
Average assets (in billions of dollars)
|
1,493
|
|
1,449
|
|
1,395
|
|
3
|
|
4
|
|
|||
Return on average assets
|
0.86
|
%
|
0.87
|
%
|
0.67
|
%
|
|
|
|||||
Efficiency ratio
|
57
|
|
57
|
|
56
|
|
|
|
|||||
Revenues by region
|
|
|
|
|
|
||||||||
North America
|
$
|
13,459
|
|
$
|
13,522
|
|
$
|
14,578
|
|
—
|
%
|
(7
|
)%
|
EMEA
|
12,006
|
|
11,770
|
|
10,878
|
|
2
|
|
8
|
|
|||
Latin America
|
5,166
|
|
4,954
|
|
4,814
|
|
4
|
|
3
|
|
|||
Asia
|
8,670
|
|
8,079
|
|
7,552
|
|
7
|
|
7
|
|
|||
Total
|
$
|
39,301
|
|
$
|
38,325
|
|
$
|
37,822
|
|
3
|
%
|
1
|
%
|
Income from continuing operations by region
|
|
|
|
|
|
|
|||||||
North America
|
$
|
3,511
|
|
$
|
3,675
|
|
$
|
2,494
|
|
(4
|
)%
|
47
|
%
|
EMEA
|
3,867
|
|
3,889
|
|
2,828
|
|
(1
|
)
|
38
|
|
|||
Latin America
|
2,111
|
|
2,013
|
|
1,637
|
|
5
|
|
23
|
|
|||
Asia
|
3,455
|
|
2,997
|
|
2,416
|
|
15
|
|
24
|
|
|||
Total
|
$
|
12,944
|
|
$
|
12,574
|
|
$
|
9,375
|
|
3
|
%
|
34
|
%
|
Average loans by region (in billions of dollars)
|
|
|
|
|
|
|
|||||||
North America
|
$
|
188
|
|
$
|
174
|
|
$
|
159
|
|
8
|
%
|
9
|
%
|
EMEA
|
87
|
|
81
|
|
69
|
|
7
|
|
17
|
|
|||
Latin America
|
40
|
|
42
|
|
42
|
|
(5
|
)
|
—
|
|
|||
Asia
|
73
|
|
77
|
|
72
|
|
(5
|
)
|
7
|
|
|||
Total
|
$
|
388
|
|
$
|
374
|
|
$
|
342
|
|
4
|
%
|
9
|
%
|
EOP deposits by business (in billions of dollars)
|
|
|
|
|
|
||||||||
Treasury and trade solutions
|
$
|
536
|
|
$
|
509
|
|
$
|
469
|
|
5
|
%
|
9
|
%
|
All other ICG businesses
|
232
|
|
218
|
|
208
|
|
6
|
|
5
|
|
|||
Total
|
$
|
768
|
|
$
|
727
|
|
$
|
677
|
|
6
|
%
|
7
|
%
|
(1)
|
2019 includes an approximate $350 million gain on Citi's investment in Tradeweb in the second quarter. 2017 includes the approximate $580 million gain on the sale of a fixed income analytics business.
|
In millions of dollars
|
2019
|
2018
|
2017
|
% Change
2019 vs. 2018 |
% Change
2018 vs. 2017 |
||||||||
Investment banking revenue details
|
|
|
|
|
|
||||||||
Advisory
|
$
|
1,259
|
|
$
|
1,301
|
|
$
|
1,123
|
|
(3
|
)%
|
16
|
%
|
Equity underwriting
|
973
|
|
991
|
|
1,121
|
|
(2
|
)
|
(12
|
)
|
|||
Debt underwriting
|
2,984
|
|
2,719
|
|
3,126
|
|
10
|
|
(13
|
)
|
|||
Total investment banking
|
$
|
5,216
|
|
$
|
5,011
|
|
$
|
5,370
|
|
4
|
%
|
(7
|
)%
|
Treasury and trade solutions
|
10,293
|
|
9,914
|
|
9,279
|
|
4
|
|
7
|
|
|||
Corporate lending—excluding gains (losses) on loan hedges(1)
|
2,921
|
|
2,913
|
|
2,623
|
|
—
|
|
11
|
|
|||
Private bank
|
3,458
|
|
3,398
|
|
3,108
|
|
2
|
|
9
|
|
|||
Total Banking revenues (ex-gains (losses) on
loan hedges)
|
$
|
21,888
|
|
$
|
21,236
|
|
$
|
20,380
|
|
3
|
%
|
4
|
%
|
Corporate lending—gains (losses) on loan hedges(1)
|
$
|
(432
|
)
|
$
|
45
|
|
$
|
(133
|
)
|
NM
|
|
NM
|
|
Total Banking revenues (including gains (losses) on loan hedges), net of interest expense
|
$
|
21,456
|
|
$
|
21,281
|
|
$
|
20,247
|
|
1
|
%
|
5
|
%
|
Fixed income markets(2)
|
$
|
12,884
|
|
$
|
11,661
|
|
$
|
12,369
|
|
10
|
%
|
(6
|
)%
|
Equity markets
|
2,908
|
|
3,427
|
|
2,879
|
|
(15
|
)
|
19
|
|
|||
Securities services
|
2,631
|
|
2,631
|
|
2,366
|
|
—
|
|
11
|
|
|||
Other(3)
|
(578
|
)
|
(675
|
)
|
(39
|
)
|
14
|
|
NM
|
|
|||
Total Markets and securities services revenues, net
of interest expense |
$
|
17,845
|
|
$
|
17,044
|
|
$
|
17,575
|
|
5
|
%
|
(3
|
)%
|
Total revenues, net of interest expense
|
$
|
39,301
|
|
$
|
38,325
|
|
$
|
37,822
|
|
3
|
%
|
1
|
%
|
Commissions and fees
|
$
|
782
|
|
$
|
705
|
|
$
|
628
|
|
11
|
%
|
12
|
%
|
Principal transactions(4)
|
7,661
|
|
7,134
|
|
7,001
|
|
7
|
|
2
|
|
|||
Other(2)
|
1,117
|
|
380
|
|
619
|
|
NM
|
|
(39
|
)
|
|||
Total non-interest revenue
|
$
|
9,560
|
|
$
|
8,219
|
|
$
|
8,248
|
|
16
|
%
|
—
|
%
|
Net interest revenue
|
3,324
|
|
3,442
|
|
4,121
|
|
(3
|
)
|
(16
|
)
|
|||
Total fixed income markets(5)
|
$
|
12,884
|
|
$
|
11,661
|
|
$
|
12,369
|
|
10
|
%
|
(6
|
)%
|
Rates and currencies
|
$
|
9,225
|
|
$
|
8,486
|
|
$
|
8,901
|
|
9
|
%
|
(5
|
)%
|
Spread products/other fixed income
|
3,659
|
|
3,175
|
|
3,468
|
|
15
|
|
(8
|
)
|
|||
Total fixed income markets
|
$
|
12,884
|
|
$
|
11,661
|
|
$
|
12,369
|
|
10
|
%
|
(6
|
)%
|
Commissions and fees
|
$
|
1,121
|
|
$
|
1,267
|
|
$
|
1,282
|
|
(12
|
)%
|
(1
|
)%
|
Principal transactions(4)
|
775
|
|
1,240
|
|
494
|
|
(38
|
)
|
NM
|
|
|||
Other
|
172
|
|
110
|
|
(21
|
)
|
56
|
|
NM
|
|
|||
Total non-interest revenue
|
$
|
2,068
|
|
$
|
2,617
|
|
$
|
1,755
|
|
(21
|
)%
|
49
|
%
|
Net interest revenue
|
840
|
|
810
|
|
1,124
|
|
4
|
|
(28
|
)
|
|||
Total equity markets(5)
|
$
|
2,908
|
|
$
|
3,427
|
|
$
|
2,879
|
|
(15
|
)%
|
19
|
%
|
(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)
|
2019 includes an approximate $350 million gain on Citi's investment in Tradeweb in the second quarter.
|
(3)
|
2017 includes the approximate $580 million gain on the sale of a fixed income analytics business.
|
(4)
|
Excludes principal transactions revenues of ICG businesses other than Markets, primarily treasury and trade solutions and the private bank.
|
(5)
|
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.
|
•
|
Investment banking revenues increased 4%, reflecting gains in wallet share despite a decline in the overall market wallet. Debt underwriting increased 10%, reflecting gains in wallet share, primarily in investment grade underwriting, across North America, EMEA and Asia. Equity underwriting revenues decreased 2%, reflecting a decline in market wallet, particularly in Asia and EMEA, partially offset by gains in wallet share. Advisory revenues decreased 3%, largely due to a comparison to a strong prior year as well as a decline in market wallet, partially offset by gains in wallet share.
|
•
|
Treasury and trade solutions revenues increased 4%. Excluding the impact of FX translation, revenues increased 6%, reflecting strength in all regions, driven by growth across both net interest and fee income. Revenues increased in the cash business, primarily driven by strong client engagement and solid growth in deposit and transaction volumes, partially offset by spread compression in the second half of 2019 due to the impact of lower interest rates. Revenue growth in the trade business was driven by improved spreads, due to growth in structured loans as well as the ability to continue to utilize distribution capabilities to optimize the balance sheet and drive returns, while supporting clients. Average deposits increased 10%, reflecting growth across regions. Average trade loans declined 3%, driven by North America, EMEA and Asia (for additional information, see “Liquidity Risk—Loans” below).
|
•
|
Corporate lending revenues decreased 16%. Excluding the impact of gains (losses) on loan hedges, revenues were largely unchanged versus the prior year, as growth in the commercial loan portfolio was offset by lower
|
•
|
Private bank revenues increased 2%, driven primarily by North America and Asia, partially offset by Latin America. The increase in revenues reflected strong client activity, driving higher lending and deposit volumes, as well as higher capital markets revenues, partially offset by lower deposit spreads.
|
•
|
Fixed income markets revenues increased 10%, including the Tradeweb gain, reflecting higher revenues across all regions. Non-interest revenues increased due to higher corporate and investor client activity as well as improved market activity, particularly in rates and spread products. The increase in non-interest revenues was partially offset by a decline in net interest revenues, reflecting a change in the mix of trading positions in support of client activity as well as higher funding costs, given the higher interest rate environment in the first half of the year.
|
•
|
Equity markets revenues decreased 15%, driven by lower revenues across cash equities, equity derivatives and prime finance, particularly in North America and Asia. Cash equities revenues decreased largely due to lower client volumes. Despite strong corporate and investor client activity, equity derivatives revenues decreased due to the impact of a less favorable trading environment, given lower market volatility, as well as a comparison to a strong prior year. The decline in prime finance revenues was primarily driven by lower client activity and lower financing balances. Non-interest revenues decreased, primarily driven by lower principal transaction and commissions and fee revenues, due to lower client activity and a less favorable trading environment, as well as a change in the mix of trading positions in support of client activity.
|
•
|
Securities services revenues were largely unchanged versus the prior year. Excluding the impact of FX translation, revenues increased 4%, reflecting higher revenues in Asia and Latin America. The increase in revenues was driven by higher net interest revenue due to higher deposit volumes and higher interest rates,
|
In millions of dollars
|
2019
|
2018
|
2017
|
% Change
2019 vs. 2018 |
% Change
2018 vs. 2017 |
||||||||
Net interest revenue
|
$
|
1,890
|
|
$
|
2,361
|
|
$
|
2,043
|
|
(20
|
)%
|
16
|
%
|
Non-interest revenue
|
124
|
|
(171
|
)
|
1,134
|
|
NM
|
|
NM
|
|
|||
Total revenues, net of interest expense
|
$
|
2,014
|
|
$
|
2,190
|
|
$
|
3,177
|
|
(8
|
)%
|
(31
|
)%
|
Total operating expenses
|
$
|
2,150
|
|
$
|
2,275
|
|
$
|
3,816
|
|
(5
|
)%
|
(40
|
)%
|
Net credit losses
|
$
|
(8
|
)
|
$
|
21
|
|
$
|
149
|
|
NM
|
|
(86
|
)%
|
Credit reserve build (release)
|
(60
|
)
|
(218
|
)
|
(317
|
)
|
72
|
%
|
31
|
|
|||
Provision (release) for unfunded lending commitments
|
(7
|
)
|
(3
|
)
|
—
|
|
NM
|
|
—
|
|
|||
Provision for benefits and claims
|
—
|
|
(2
|
)
|
(7
|
)
|
100
|
|
71
|
|
|||
Provisions (benefits) for credit losses and for benefits and claims
|
$
|
(75
|
)
|
$
|
(202
|
)
|
$
|
(175
|
)
|
63
|
%
|
(15
|
)%
|
Income (loss) from continuing operations before taxes
|
$
|
(61
|
)
|
$
|
117
|
|
$
|
(464
|
)
|
NM
|
|
NM
|
|
Income taxes (benefits)
|
(886
|
)
|
(88
|
)
|
19,080
|
|
NM
|
|
(100
|
)%
|
|||
Income (loss) from continuing operations
|
$
|
825
|
|
$
|
205
|
|
$
|
(19,544
|
)
|
NM
|
|
NM
|
|
Income (loss) from discontinued operations, net of taxes
|
(4
|
)
|
(8
|
)
|
(111
|
)
|
50
|
%
|
93
|
%
|
|||
Net income (loss) before attribution of noncontrolling interests
|
$
|
821
|
|
$
|
197
|
|
$
|
(19,655
|
)
|
NM
|
|
NM
|
|
Noncontrolling interests
|
20
|
|
11
|
|
(6
|
)
|
82
|
%
|
NM
|
|
|||
Net income (loss)
|
$
|
801
|
|
$
|
186
|
|
$
|
(19,649
|
)
|
NM
|
|
NM
|
|
•
|
purchasing or retaining residual and other interests in unconsolidated special purpose entities, such as mortgage-backed and other asset-backed securitization entities;
|
•
|
holding senior and subordinated debt, interests in limited and general partnerships and equity interests in other unconsolidated special purpose entities; and
|
•
|
providing guarantees, indemnifications, loan commitments, letters of credit and representations and warranties.
|
Variable interests and other obligations, including contingent obligations, arising from variable interests in nonconsolidated VIEs
|
See Note 21 to the Consolidated Financial Statements.
|
Letters of credit, and lending and other commitments
|
See Note 26 to the Consolidated Financial Statements.
|
Guarantees
|
See Note 26 to the Consolidated Financial Statements.
|
|
Contractual obligations by year
|
|
|||||||||||||||||||
In millions of dollars
|
2020
|
2021
|
2022
|
2023
|
2024
|
Thereafter
|
Total
|
||||||||||||||
Long-term debt obligations—principal(1)
|
$
|
37,257
|
|
$
|
38,083
|
|
$
|
27,090
|
|
$
|
20,128
|
|
$
|
16,023
|
|
$
|
110,179
|
|
$
|
248,760
|
|
Long-term debt obligations—interest payments(2)
|
7,548
|
|
6,313
|
|
5,244
|
|
4,470
|
|
3,877
|
|
34,220
|
|
61,672
|
|
|||||||
Operating lease obligations(3)
|
801
|
|
695
|
|
572
|
|
425
|
|
314
|
|
935
|
|
3,742
|
|
|||||||
Purchase obligations(4)
|
584
|
|
538
|
|
532
|
|
316
|
|
324
|
|
752
|
|
3,046
|
|
|||||||
Other liabilities(5)
|
34,561
|
|
474
|
|
218
|
|
127
|
|
114
|
|
1,622
|
|
37,116
|
|
|||||||
Total
|
$
|
80,751
|
|
$
|
46,103
|
|
$
|
33,656
|
|
$
|
25,466
|
|
$
|
20,652
|
|
$
|
147,708
|
|
$
|
354,336
|
|
(1)
|
For additional information about long-term debt obligations, see “Liquidity Risk—Long-Term Debt” below and Note 17 to the Consolidated Financial Statements.
|
(2)
|
Contractual obligations related to interest payments on long-term debt for 2020–2024 are calculated by applying the December 31, 2019 weighted-average interest rate (3.28%) on average outstanding long-term debt to the average remaining contractual obligations on long-term debt for each of those years. The “Thereafter” interest payments on long-term debt for the remaining years to maturity (2025–2098) are calculated by applying current interest rates on the remaining contractual obligations on long-term debt for each of those years.
|
(3)
|
For additional information about operating leases, see Note 26 to the Consolidated Financial Statements.
|
(4)
|
Purchase obligations consist of obligations to purchase goods or services that are enforceable and legally binding on Citi. For presentation purposes, purchase obligations are included in the table above through the termination date of the respective agreements, even if the contract is renewable. Many of the purchase agreements for goods or services include clauses that would allow Citi to cancel the agreement with specified notice; however, that impact is not included in the table above (unless Citi has already notified the counterparty of its intention to terminate the agreement).
|
(5)
|
Other liabilities reflected on Citigroup’s Consolidated Balance Sheet includes accounts payable, accrued expenses, uncertain tax positions and other liabilities that have been incurred and will ultimately be paid in cash; legal reserve accruals are not included in the table above. Also includes discretionary contributions in 2018 for Citi’s employee-defined benefit obligations for the pension, postretirement and post employment plans and defined contribution plans.
|
|
2019
|
2018
|
||
Method 1
|
2.0
|
%
|
2.0
|
%
|
Method 2
|
3.0
|
|
3.0
|
|
|
Effective Minimum Requirement(1)
|
Advanced Approaches
|
Standardized Approach
|
||||||||||||||||||
In millions of dollars, except ratios
|
2019
|
2018
|
Dec. 31, 2019
|
Sept. 30, 2019
|
Dec. 31, 2018
|
Dec. 31, 2019
|
Sept. 30, 2019
|
Dec. 31, 2018
|
|||||||||||||
Common Equity Tier 1 Capital
|
|
|
$
|
137,798
|
|
$
|
138,581
|
|
$
|
139,252
|
|
$
|
137,798
|
|
$
|
138,581
|
|
$
|
139,252
|
|
|
Tier 1 Capital
|
|
|
155,805
|
|
158,033
|
|
158,122
|
|
155,805
|
|
158,033
|
|
158,122
|
|
|||||||
Total Capital (Tier 1 Capital + Tier 2 Capital)
|
|
|
181,337
|
|
183,996
|
|
183,144
|
|
193,682
|
|
196,354
|
|
195,440
|
|
|||||||
Total Risk-Weighted Assets
|
|
|
1,135,553
|
|
1,145,091
|
|
1,131,933
|
|
1,166,523
|
|
1,197,050
|
|
1,174,448
|
|
|||||||
Credit Risk
|
|
|
$
|
771,508
|
|
$
|
776,367
|
|
$
|
758,887
|
|
$
|
1,107,775
|
|
$
|
1,134,584
|
|
$
|
1,109,007
|
|
|
Market Risk
|
|
|
57,317
|
|
61,125
|
|
63,987
|
|
58,748
|
|
62,466
|
|
65,441
|
|
|||||||
Operational Risk
|
|
|
306,728
|
|
307,599
|
|
309,059
|
|
—
|
|
—
|
|
—
|
|
|||||||
Common Equity Tier 1 Capital ratio(2)
|
10.0%
|
8.625
|
%
|
12.13
|
%
|
12.10
|
%
|
12.30
|
%
|
11.81
|
%
|
11.58
|
%
|
11.86
|
%
|
||||||
Tier 1 Capital ratio(2)
|
11.5
|
10.125
|
13.72
|
|
13.80
|
|
13.97
|
|
13.36
|
|
13.20
|
|
13.46
|
|
|||||||
Total Capital ratio(2)
|
13.5
|
12.125
|
15.97
|
|
16.07
|
|
16.18
|
|
16.60
|
|
16.40
|
|
16.64
|
|
In millions of dollars, except ratios
|
Effective Minimum Requirement
|
Dec. 31, 2019
|
Sept. 30, 2019
|
Dec. 31, 2018
|
|||||||||
Quarterly Adjusted Average Total Assets(3)
|
|
$
|
1,957,039
|
|
$
|
1,960,675
|
|
$
|
1,896,959
|
|
|||
Total Leverage Exposure(4)
|
|
2,507,891
|
|
2,520,352
|
|
2,465,641
|
|
||||||
Tier 1 Leverage ratio
|
4.0%
|
7.96
|
%
|
8.06
|
%
|
8.34
|
%
|
||||||
Supplementary Leverage ratio
|
5.0
|
6.21
|
|
6.27
|
|
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
|
December 31,
2019 |
December 31,
2018 |
||||
Common Equity Tier 1 Capital
|
|
|
||||
Citigroup common stockholders’ equity(1)
|
$
|
175,414
|
|
$
|
177,928
|
|
Add: Qualifying noncontrolling interests
|
154
|
|
147
|
|
||
Regulatory capital adjustments and deductions:
|
|
|
||||
Less: Accumulated net unrealized gains (losses) on cash flow hedges, net of tax(2)
|
123
|
|
(728
|
)
|
||
Less: Cumulative unrealized net gain (loss) related to changes in fair value of financial liabilities
attributable to own creditworthiness, net of tax(3)
|
(679
|
)
|
580
|
|
||
Less: Intangible assets:
|
|
|
||||
Goodwill, net of related DTLs(4)
|
21,066
|
|
21,778
|
|
||
Identifiable intangible assets other than MSRs, net of related DTLs
|
4,087
|
|
4,402
|
|
||
Less: Defined benefit pension plan net assets
|
803
|
|
806
|
|
||
Less: DTAs arising from net operating loss, foreign tax credit and general business credit
carry-forwards(5)
|
12,370
|
|
11,985
|
|
||
Total Common Equity Tier 1 Capital (Standardized Approach and Advanced Approaches)
|
$
|
137,798
|
|
$
|
139,252
|
|
Additional Tier 1 Capital
|
|
|
||||
Qualifying noncumulative perpetual preferred stock(1)
|
$
|
17,828
|
|
$
|
18,292
|
|
Qualifying trust preferred securities(6)
|
1,389
|
|
1,384
|
|
||
Qualifying noncontrolling interests
|
42
|
|
55
|
|
||
Regulatory capital deductions:
|
|
|
||||
Less: Permitted ownership interests in covered funds(7)
|
1,216
|
|
806
|
|
||
Less: Minimum regulatory capital requirements of insurance underwriting subsidiaries(8)
|
36
|
|
55
|
|
||
Total Additional Tier 1 Capital (Standardized Approach and Advanced Approaches)
|
$
|
18,007
|
|
$
|
18,870
|
|
Total Tier 1 Capital (Common Equity Tier 1 Capital + Additional Tier 1 Capital)
(Standardized Approach and Advanced Approaches)
|
$
|
155,805
|
|
$
|
158,122
|
|
Tier 2 Capital
|
|
|
||||
Qualifying subordinated debt
|
$
|
23,673
|
|
$
|
23,324
|
|
Qualifying trust preferred securities(9)
|
326
|
|
321
|
|
||
Qualifying noncontrolling interests
|
46
|
|
47
|
|
||
Eligible allowance for credit losses(10)
|
13,868
|
|
13,681
|
|
||
Regulatory capital deduction:
|
|
|
||||
Less: Minimum regulatory capital requirements of insurance underwriting subsidiaries(8)
|
36
|
|
55
|
|
||
Total Tier 2 Capital (Standardized Approach)
|
$
|
37,877
|
|
$
|
37,318
|
|
Total Capital (Tier 1 Capital + Tier 2 Capital) (Standardized Approach)
|
$
|
193,682
|
|
$
|
195,440
|
|
Adjustment for excess of eligible credit reserves over expected credit losses(10)
|
$
|
(12,345
|
)
|
$
|
(12,296
|
)
|
Total Tier 2 Capital (Advanced Approaches)
|
$
|
25,532
|
|
$
|
25,022
|
|
Total Capital (Tier 1 Capital + Tier 2 Capital) (Advanced Approaches)
|
$
|
181,337
|
|
$
|
183,144
|
|
(1)
|
Issuance costs of $152 million and $168 million related to noncumulative perpetual preferred stock outstanding at December 31, 2019 and 2018, respectively, are excluded from common stockholders’ equity and netted against such preferred stock in accordance with Federal Reserve Board regulatory reporting requirements, which differ from those under U.S. GAAP.
|
(2)
|
Common Equity Tier 1 Capital is adjusted for accumulated net unrealized gains (losses) on cash flow hedges included in AOCI that relate to the hedging of items not recognized at fair value on the balance sheet.
|
(3)
|
The cumulative impact of changes in Citigroup’s own creditworthiness in valuing liabilities for which the fair value option has been elected, and own-credit valuation adjustments on derivatives, are excluded from Common Equity Tier 1 Capital, in accordance with the U.S. Basel III rules.
|
(4)
|
Includes goodwill “embedded” in the valuation of significant common stock investments in unconsolidated financial institutions.
|
(5)
|
Of Citi’s $23.1 billion of net DTAs at December 31, 2019, $12.4 billion was includable in Common Equity Tier 1 Capital pursuant to the U.S. Basel III rules, while $10.7 billion was excluded. Excluded from Citi’s Common Equity Tier 1 Capital as of December 31, 2019 was $12.4 billion of net DTAs arising from net operating loss, foreign tax credit and general business credit carry-forwards, which was reduced by $1.7 billion of net DTLs primarily associated with goodwill and certain other intangible assets. Separately, under the U.S. Basel III rules, goodwill and these other intangible assets are deducted net of associated DTLs in arriving at Common Equity Tier 1 Capital. 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%.
|
(6)
|
Represents Citigroup Capital XIII trust preferred securities, which are permanently grandfathered as Tier 1 Capital under the U.S. Basel III rules.
|
(7)
|
Banking entities are required to be in compliance with the Volcker Rule of the Dodd-Frank Act, which prohibits conducting certain proprietary investment activities and limits their ownership of, and relationships with, covered funds. Accordingly, Citi is required by the Volcker Rule to deduct from Tier 1 Capital all permitted ownership interests in covered funds.
|
(8)
|
50% of the minimum regulatory capital requirements of insurance underwriting subsidiaries must be deducted from each of Tier 1 Capital and Tier 2 Capital.
|
(9)
|
Represents the amount of non-grandfathered trust preferred securities eligible for inclusion in Tier 2 Capital under the U.S. Basel III rules, which will be fully phased-out of Tier 2 Capital by January 1, 2022.
|
(10)
|
Under the Standardized Approach, the allowance for credit losses is eligible for inclusion in Tier 2 Capital up to 1.25% of credit risk-weighted assets, with any excess allowance for credit losses being deducted in arriving at credit risk-weighted assets, which differs from the Advanced Approaches framework, in which eligible credit reserves that exceed expected credit losses are eligible for inclusion in Tier 2 Capital to the extent 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 $1.5 billion and $1.4 billion at December 31, 2019 and 2018, respectively.
|
In millions of dollars
|
Three Months Ended December 31, 2019
|
Twelve Months Ended
December 31, 2019 |
||||
Common Equity Tier 1 Capital, beginning of period
|
$
|
138,581
|
|
$
|
139,252
|
|
Net income
|
4,979
|
|
19,401
|
|
||
Common and preferred stock dividends declared
|
(1,401
|
)
|
(5,512
|
)
|
||
Net increase in treasury stock
|
(5,119
|
)
|
(17,290
|
)
|
||
Net change in common stock and additional paid-in capital
|
92
|
|
(98
|
)
|
||
Net change in foreign currency translation adjustment net of hedges, net of tax
|
972
|
|
(321
|
)
|
||
Net change in unrealized gains (losses) on debt securities AFS, net of tax
|
(160
|
)
|
1,985
|
|
||
Net change in defined benefit plans liability adjustment, net of tax
|
15
|
|
(552
|
)
|
||
Net change in adjustment related to change in fair value of financial liabilities
attributable to own creditworthiness, net of tax
|
82
|
|
123
|
|
||
Net change in ASC 815—excluded component of fair value hedges
|
(27
|
)
|
25
|
|
||
Net decrease in goodwill, net of related DTLs
|
432
|
|
712
|
|
||
Net decrease in identifiable intangible assets other than MSRs, net of related DTLs
|
45
|
|
315
|
|
||
Net decrease in defined benefit pension plan net assets
|
187
|
|
3
|
|
||
Net increase in DTAs arising from net operating loss, foreign tax credit and
general business credit carry-forwards
|
(883
|
)
|
(385
|
)
|
||
Other
|
3
|
|
140
|
|
||
Net decrease in Common Equity Tier 1 Capital
|
$
|
(783
|
)
|
$
|
(1,454
|
)
|
Common Equity Tier 1 Capital, end of period
(Standardized Approach and Advanced Approaches)
|
$
|
137,798
|
|
$
|
137,798
|
|
Additional Tier 1 Capital, beginning of period
|
$
|
19,452
|
|
$
|
18,870
|
|
Net decrease in qualifying perpetual preferred stock
|
(1,493
|
)
|
(464
|
)
|
||
Net increase in qualifying trust preferred securities
|
—
|
|
5
|
|
||
Net change in permitted ownership interests in covered funds
|
49
|
|
(410
|
)
|
||
Other
|
(1
|
)
|
6
|
|
||
Net decrease in Additional Tier 1 Capital
|
$
|
(1,445
|
)
|
$
|
(863
|
)
|
Tier 1 Capital, end of period
(Standardized Approach and Advanced Approaches)
|
$
|
155,805
|
|
$
|
155,805
|
|
Tier 2 Capital, beginning of period (Standardized Approach)
|
$
|
38,321
|
|
$
|
37,318
|
|
Net change in qualifying subordinated debt
|
(408
|
)
|
349
|
|
||
Net change in eligible allowance for credit losses
|
(46
|
)
|
187
|
|
||
Other
|
10
|
|
23
|
|
||
Net change in Tier 2 Capital (Standardized Approach)
|
$
|
(444
|
)
|
$
|
559
|
|
Tier 2 Capital, end of period (Standardized Approach)
|
$
|
37,877
|
|
$
|
37,877
|
|
Total Capital, end of period (Standardized Approach)
|
$
|
193,682
|
|
$
|
193,682
|
|
Tier 2 Capital, beginning of period (Advanced Approaches)
|
$
|
25,963
|
|
$
|
25,022
|
|
Net change in qualifying subordinated debt
|
(408
|
)
|
349
|
|
||
Net change in excess of eligible credit reserves over expected credit losses
|
(33
|
)
|
138
|
|
||
Other
|
10
|
|
23
|
|
||
Net change in Tier 2 Capital (Advanced Approaches)
|
$
|
(431
|
)
|
$
|
510
|
|
Tier 2 Capital, end of period (Advanced Approaches)
|
$
|
25,532
|
|
$
|
25,532
|
|
Total Capital, end of period (Advanced Approaches)
|
$
|
181,337
|
|
$
|
181,337
|
|
In millions of dollars
|
Three Months Ended December 31, 2019
|
Twelve Months Ended
December 31, 2019 |
||||
Total Risk-Weighted Assets, beginning of period
|
$
|
1,197,050
|
|
$
|
1,174,448
|
|
Changes in Credit Risk-Weighted Assets
|
|
|
||||
General credit risk exposures(1)
|
2,821
|
|
10,376
|
|
||
Repo-style transactions(2)
|
(19,681
|
)
|
(7,420
|
)
|
||
Securitization exposures
|
(277
|
)
|
980
|
|
||
Equity exposures(3)
|
1,590
|
|
5,013
|
|
||
Over-the-counter (OTC) derivatives(4)
|
(13,283
|
)
|
(6,669
|
)
|
||
Other exposures(5)
|
4,639
|
|
9,290
|
|
||
Off-balance sheet exposures(6)
|
(2,618
|
)
|
(12,802
|
)
|
||
Net decrease in Credit Risk-Weighted Assets
|
$
|
(26,809
|
)
|
$
|
(1,232
|
)
|
Changes in Market Risk-Weighted Assets
|
|
|
||||
Risk levels(7)
|
$
|
(4,718
|
)
|
$
|
(6,847
|
)
|
Model and methodology updates
|
1,000
|
|
154
|
|
||
Net decrease in Market Risk-Weighted Assets
|
$
|
(3,718
|
)
|
$
|
(6,693
|
)
|
Total Risk-Weighted Assets, end of period
|
$
|
1,166,523
|
|
$
|
1,166,523
|
|
(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 and 12 months ended December 31, 2019, mainly driven by 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. Repo-style transactions decreased during the three and 12 months ended December 31, 2019, driven by volume reduction and matured deals.
|
(3)
|
Equity exposures increased during the three months ended December 31, 2019, primarily due to increased exposures from existing investments. Equity exposures increased during the 12 months ended December 31, 2019, primarily due to an increase in market value of investments and increased exposures from existing investments.
|
(4)
|
OTC derivatives decreased during the three and 12 months ended December 31, 2019, primarily due to decreases in notionals.
|
(5)
|
Other exposures include cleared transactions, unsettled transactions and other assets. Other exposures increased during the three months ended December 31, 2019, primarily due to increases in centrally cleared derivatives and various other assets. Other exposures increased during the 12 months ended December 31, 2019, primarily due to the recognition of right-of-use (ROU) assets in accordance with the adoption of ASU No. 2016-02, Leases (Topic 842), effective January 1, 2019, as well as increases in centrally cleared derivatives and various other assets.
|
(6)
|
Off-balance sheet exposures decreased during the three months ended December 31, 2019, primarily due to a decrease in standby letters of credit. Off-balance sheet exposures decreased during the 12 months ended December 31, 2019, primarily due to decreases in standby letters of credit and loan commitments.
|
(7)
|
Risk levels decreased during the three months ended December 31, 2019, primarily due to a decrease in exposure levels subject to Stressed Value at Risk and Incremental Risk charges. Risk levels decreased during the 12 months ended December 31, 2019, primarily due to a decrease in exposure levels subject to Stressed Value at Risk.
|
In millions of dollars
|
Three Months Ended December 31, 2019
|
Twelve Months Ended
December 31, 2019 |
||||
Total Risk-Weighted Assets, beginning of period
|
$
|
1,145,091
|
|
$
|
1,131,933
|
|
Changes in Credit Risk-Weighted Assets
|
|
|
||||
Retail exposures(1)
|
6,140
|
|
4,959
|
|
||
Wholesale exposures(2)
|
(3,007
|
)
|
(9,288
|
)
|
||
Repo-style transactions(3)
|
(8,761
|
)
|
(3,184
|
)
|
||
Securitization exposures(4)
|
153
|
|
5,889
|
|
||
Equity exposures(5)
|
1,764
|
|
4,924
|
|
||
Over-the-counter (OTC) derivatives(6)
|
(2,992
|
)
|
8,508
|
|
||
Derivatives CVA(7)
|
(6,651
|
)
|
(15,034
|
)
|
||
Other exposures(8)
|
8,394
|
|
14,282
|
|
||
Supervisory 6% multiplier
|
101
|
|
1,565
|
|
||
Net change in Credit Risk-Weighted Assets
|
$
|
(4,859
|
)
|
$
|
12,621
|
|
Changes in Market Risk-Weighted Assets
|
|
|
||||
Risk levels(9)
|
$
|
(4,808
|
)
|
$
|
(6,824
|
)
|
Model and methodology updates
|
1,000
|
|
154
|
|
||
Net decrease in Market Risk-Weighted Assets
|
$
|
(3,808
|
)
|
$
|
(6,670
|
)
|
Net decrease in Operational Risk-Weighted Assets(10)
|
$
|
(871
|
)
|
$
|
(2,331
|
)
|
Total Risk-Weighted Assets, end of period
|
$
|
1,135,553
|
|
$
|
1,135,553
|
|
(1)
|
Retail exposures increased during the three months ended December 31, 2019, primarily due to seasonal spending for qualifying revolving (cards) exposures. Retail exposures increased during the 12 months ended December 31, 2019, primarily due to increases in consumer loans, partially offset by decreases due to annual parameter updates.
|
(2)
|
Wholesale exposures decreased during the three months ended December 31, 2019, primarily due to decreases in commercial loans partially offset by increases in investment securities. Wholesale exposures decreased during the 12 months ended December 31, 2019, primarily due to annual model parameter updates reflecting Citi’s loss experience, partially offset by increases in commercial loans and investment securities.
|
(3)
|
Repo-style transactions include repurchase and reverse repurchase transactions as well as securities borrowing and securities lending transactions. Repo-style transactions decreased during the three and 12 months ended December 31, 2019, driven by volume reduction and matured deals.
|
(4)
|
Securitization exposures increased during the 12 months ended December 31, 2019, due to increased exposures from existing deals.
|
(5)
|
Equity exposures increased during the three months ended December 31, 2019, primarily due to increased exposures from existing investments. Equity exposures increased during the 12 months ended December 31, 2019, primarily due to an increase in market value of investments and increased exposures from existing investments.
|
(6)
|
OTC derivatives decreased during the three months ended December 31, 2019, primarily due to a reduction in notionals. OTC derivatives increased during the 12 months ended December 31, 2019, primarily due to approved model changes, partially offset by a reduction in notionals.
|
(7)
|
Derivatives CVA decreased during the three months ended December 31, 2019, primarily due to exposure decreases and changes in credit spreads. Derivatives CVA decreased during the 12 months ended December 31, 2019, primarily due to approved model changes, exposure decreases and changes in credit spreads.
|
(8)
|
Other exposures include cleared transactions, unsettled transactions, assets other than those reportable in specific exposure categories and non-material portfolios. Other exposures increased during the three months ended December 31, 2019, primarily due to increases in centrally cleared derivatives and various other assets. Other exposures increased during the 12 months ended December 31, 2019, primarily due to the recognition of ROU assets in accordance with the adoption of ASU No. 2016-02, Leases (Topic 842), effective January 1, 2019, and increases in centrally cleared derivatives and various other assets.
|
(9)
|
Risk levels decreased during the three months ended December 31, 2019, primarily due to a decrease in exposure levels subject to Stressed Value at Risk and Incremental Risk charges. Risk levels decreased during the 12 months ended December 31, 2019, primarily due to a decrease in exposure levels subject to Stressed Value at Risk.
|
(10)
|
Operational risk-weighted assets decreased during the 12 months ended December 31, 2019, primarily due to changes in operational loss severity and frequency.
|
In millions of dollars, except ratios
|
December 31, 2019
|
September 30, 2019
|
December 31, 2018
|
||||||
Tier 1 Capital
|
$
|
155,805
|
|
$
|
158,033
|
|
$
|
158,122
|
|
Total Leverage Exposure
|
|
|
|
||||||
On-balance sheet assets(1)
|
$
|
1,996,617
|
|
$
|
2,000,082
|
|
$
|
1,936,791
|
|
Certain off-balance sheet exposures:(2)
|
|
|
|
||||||
Potential future exposure on derivative contracts
|
169,478
|
|
176,546
|
|
187,130
|
|
|||
Effective notional of sold credit derivatives, net(3)
|
38,481
|
|
41,328
|
|
49,402
|
|
|||
Counterparty credit risk for repo-style transactions(4)
|
23,715
|
|
24,362
|
|
23,715
|
|
|||
Unconditionally cancelable commitments
|
70,870
|
|
70,648
|
|
69,630
|
|
|||
Other off-balance sheet exposures
|
248,308
|
|
246,793
|
|
238,805
|
|
|||
Total of certain off-balance sheet exposures
|
$
|
550,852
|
|
$
|
559,677
|
|
$
|
568,682
|
|
Less: Tier 1 Capital deductions
|
39,578
|
|
39,407
|
|
39,832
|
|
|||
Total Leverage Exposure
|
$
|
2,507,891
|
|
$
|
2,520,352
|
|
$
|
2,465,641
|
|
Supplementary Leverage ratio
|
6.21
|
%
|
6.27
|
%
|
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 or reverse repurchase transactions as well as securities borrowing or securities lending transactions.
|
|
Effective Minimum Requirement(1)
|
Advanced Approaches
|
Standardized Approach
|
|||||||||||||||||
In millions of dollars, except ratios
|
2019
|
2018
|
Dec. 31, 2019
|
Sept. 30, 2019
|
Dec. 31, 2018
|
Dec. 31, 2019
|
Sept. 30, 2019
|
Dec. 31, 2018
|
||||||||||||
Common Equity Tier 1 Capital
|
|
|
$
|
130,791
|
|
$
|
130,067
|
|
$
|
129,091
|
|
$
|
130,791
|
|
$
|
130,067
|
|
$
|
129,091
|
|
Tier 1 Capital
|
|
|
132,918
|
|
132,198
|
|
131,215
|
|
132,918
|
|
132,198
|
|
131,215
|
|
||||||
Total Capital (Tier 1 Capital + Tier 2 Capital)(2)
|
|
|
145,989
|
|
144,829
|
|
144,358
|
|
157,324
|
|
155,735
|
|
155,154
|
|
||||||
Total Risk-Weighted Assets
|
|
|
932,432
|
|
946,433
|
|
926,229
|
|
1,019,916
|
|
1,047,550
|
|
1,032,809
|
|
||||||
Credit Risk
|
|
|
$
|
664,828
|
|
$
|
664,014
|
|
$
|
654,962
|
|
$
|
990,319
|
|
$
|
1,005,337
|
|
$
|
994,294
|
|
Market Risk
|
|
|
29,167
|
|
41,867
|
|
38,144
|
|
29,597
|
|
42,213
|
|
38,515
|
|
||||||
Operational Risk
|
|
|
238,437
|
|
240,552
|
|
233,123
|
|
—
|
|
—
|
|
—
|
|
||||||
Common Equity Tier 1 Capital ratio(3)(4)
|
7.0%
|
6.375%
|
14.03
|
%
|
13.74
|
%
|
13.94
|
%
|
12.82
|
%
|
12.42
|
%
|
12.50
|
%
|
||||||
Tier 1 Capital ratio(3)(4)
|
8.5
|
7.875
|
14.26
|
|
13.97
|
|
14.17
|
|
13.03
|
|
12.62
|
|
12.70
|
|
||||||
Total Capital ratio(3)(4)
|
10.5
|
9.875
|
15.66
|
|
15.30
|
|
15.59
|
|
15.43
|
|
14.87
|
|
15.02
|
|
In millions of dollars, except ratios
|
Effective Minimum Requirement
|
Dec. 31, 2019
|
Sept. 30, 2019
|
Dec. 31, 2018
|
|||||||||
Quarterly Adjusted Average Total Assets(5)
|
|
$
|
1,459,851
|
|
$
|
1,451,352
|
|
$
|
1,398,875
|
|
|||
Total Leverage Exposure(6)
|
|
1,951,701
|
|
1,952,628
|
|
1,914,663
|
|
||||||
Tier 1 Leverage ratio(4)
|
4.0%
|
9.10
|
%
|
9.11
|
%
|
9.38
|
%
|
||||||
Supplementary Leverage ratio(4)
|
6.0
|
6.81
|
|
6.77
|
|
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.”
|
(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
|
0.9
|
1.0
|
0.9
|
1.1
|
0.9
|
1.4
|
Citibank
|
|
|
|
|
|
|
Advanced Approaches
|
1.1
|
1.5
|
1.1
|
1.5
|
1.1
|
1.7
|
Standardized Approach
|
1.0
|
1.3
|
1.0
|
1.3
|
1.0
|
1.5
|
|
Tier 1 Leverage ratio
|
Supplementary Leverage ratio
|
||
In basis points
|
Impact of
$100 million
change in
Tier 1 Capital
|
Impact of
$1 billion
change in quarterly adjusted average total assets
|
Impact of
$100 million
change in
Tier 1 Capital
|
Impact of
$1 billion
change in Total Leverage Exposure
|
Citigroup
|
0.5
|
0.4
|
0.4
|
0.2
|
Citibank
|
0.7
|
0.6
|
0.5
|
0.3
|
|
December 31, 2019
|
|||||
In billions of dollars, except ratios
|
External TLAC
|
LTD
|
||||
Total eligible amount
|
$
|
289
|
|
$
|
127
|
|
% of Standardized Approach risk-
weighted assets
|
24.7
|
%
|
10.9
|
%
|
||
Effective minimum requirement(1)(2)
|
22.5
|
|
9.0
|
|
||
Surplus amount
|
$
|
26
|
|
$
|
22
|
|
% of Total Leverage Exposure
|
11.5
|
%
|
5.1
|
%
|
||
Effective minimum requirement
|
9.5
|
|
4.5
|
|
||
Surplus amount
|
$
|
50
|
|
$
|
14
|
|
(1)
|
External TLAC includes method 1 GSIB surcharge of 2.0%.
|
(2)
|
LTD includes method 2 GSIB surcharge of 3.0%.
|
|
At December 31,
|
||||||||||||||
In millions of dollars or shares, except per share amounts
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
Total Citigroup stockholders’ equity
|
$
|
193,242
|
|
$
|
196,220
|
|
$
|
200,740
|
|
$
|
225,120
|
|
$
|
221,857
|
|
Less: Preferred stock
|
17,980
|
|
18,460
|
|
19,253
|
|
19,253
|
|
16,718
|
|
|||||
Common stockholders’ equity
|
$
|
175,262
|
|
$
|
177,760
|
|
$
|
181,487
|
|
$
|
205,867
|
|
$
|
205,139
|
|
Less:
|
|
|
|
|
|
||||||||||
Goodwill
|
22,126
|
|
22,046
|
|
22,256
|
|
21,659
|
|
22,349
|
|
|||||
Identifiable intangible assets (other than MSRs)
|
4,327
|
|
4,636
|
|
4,588
|
|
5,114
|
|
3,721
|
|
|||||
Goodwill and identifiable intangible assets (other than
MSRs) related to assets held-for-sale (HFS)
|
—
|
|
—
|
|
32
|
|
72
|
|
68
|
|
|||||
Tangible common equity (TCE)
|
$
|
148,809
|
|
$
|
151,078
|
|
$
|
154,611
|
|
$
|
179,022
|
|
$
|
179,001
|
|
Common shares outstanding (CSO)
|
2,114.1
|
|
2,368.5
|
|
2,569.9
|
|
2,772.4
|
|
2,953.3
|
|
|||||
Book value per share (common equity/CSO)
|
$
|
82.90
|
|
$
|
75.05
|
|
$
|
70.62
|
|
$
|
74.26
|
|
$
|
69.46
|
|
Tangible book value per share (TCE/CSO)
|
70.39
|
|
63.79
|
|
60.16
|
|
64.57
|
|
60.61
|
|
|||||
|
For the Year Ended December 31,
|
||||||||||||||
In millions of dollars
|
2019
|
2018
|
2017(1)
|
2016
|
2015
|
||||||||||
Net income available to common shareholders
|
$
|
18,292
|
|
$
|
16,871
|
|
$
|
14,583
|
|
$
|
13,835
|
|
$
|
16,473
|
|
Average common stockholders’ equity
|
177,363
|
|
179,497
|
|
207,747
|
|
209,629
|
|
204,188
|
|
|||||
Average TCE
|
150,994
|
|
153,343
|
|
180,458
|
|
182,135
|
|
176,505
|
|
|||||
Return on average common stockholders’ equity
|
10.3
|
%
|
9.4
|
%
|
7.0
|
%
|
6.6
|
%
|
8.1
|
%
|
|||||
Return on average TCE (RoTCE)(2)
|
12.1
|
|
11.0
|
|
8.1
|
|
7.6
|
|
9.3
|
|
(1)
|
Year ended December 31, 2017 excludes the one-time impact of Tax Reform. For a reconciliation of these measures, see “Significant Accounting Policies and Significant Estimates—Income Taxes” below.
|
(2)
|
RoTCE represents net income available to common shareholders as a percentage of average TCE.
|
MANAGING GLOBAL RISK
|
|
|
Overview
|
|
|
CREDIT RISK(1)
|
|
|
Overview
|
|
|
Consumer Credit
|
|
|
Corporate Credit
|
|
|
Additional Consumer and Corporate Credit Details
|
|
|
Loans Outstanding
|
|
|
Details of Credit Loss Experience
|
|
|
Allowance for Loan Losses
|
|
75
|
Non-Accrual Loans and Assets and Renegotiated Loans
|
|
|
Forgone Interest Revenue on Loans
|
|
79
|
LIQUIDITY RISK
|
|
|
Overview
|
|
|
Liquidity Monitoring and Measurement
|
|
|
High-Quality Liquid Assets (HQLA)
|
|
81
|
Loans
|
|
82
|
Deposits
|
|
82
|
Long-Term Debt
|
|
83
|
Secured Funding Transactions and Short-Term Borrowings
|
|
86
|
Credit Ratings
|
|
88
|
MARKET RISK(1)
|
|
|
Overview
|
|
|
Market Risk of Non-Trading Portfolios
|
|
|
Net Interest Revenue at Risk
|
|
|
Interest Rate Risk of Investment Portfolios—Impact on AOCI
|
|
|
Changes in Foreign Exchange Rates—Impacts on AOCI and Capital
|
|
92
|
Interest Revenue/Expense and Net Interest Margin (NIM)
|
|
|
Additional Interest Rate Details
|
|
95
|
Market Risk of Trading Portfolios
|
|
|
Factor Sensitivities
|
|
100
|
Value at Risk (VAR)
|
|
100
|
Stress Testing
|
|
103
|
OPERATIONAL RISK
|
|
|
Overview
|
|
|
Cybersecurity Risk
|
|
|
COMPLIANCE RISK
|
|
|
REPUTATION RISK
|
|
|
STRATEGIC RISK
|
|
|
Overview
|
|
|
Exit of U.K. from EU
|
|
|
LIBOR Transition Risk
|
|
|
Country Risk
|
|
|
Top 25 Country Exposures
|
|
|
Argentina
|
|
|
FFIEC—Cross-Border Claims on Third Parties and Local Country Assets
|
|
(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.
|
•
|
Credit risk is the risk of loss resulting from the decline in credit quality or the failure of a borrower, counterparty, third party or issuer to honor its financial or contractual obligations.
|
•
|
Liquidity risk is the risk that the Company will not be able to efficiently meet both expected and unexpected current and future cash flow and collateral needs without adversely affecting either daily operations or financial conditions of the Company. The risk may be exacerbated by the inability of the Company to access funding sources or monetize assets and the composition of liability funding and liquid assets.
|
•
|
Market risk (including price risk and interest rate risk) is the risk of loss arising from changes in the value of Citi’s assets and liabilities resulting from changes in market variables, such as interest rates, exchange rates or credit spreads. Losses can be exacerbated by the negative convexity of positions, as well as the presence of basis or correlation risks.
|
•
|
Operational risk is the risk of loss resulting from inadequate or failed internal processes, systems, human factors or from external events. It includes the reputation and franchise risk impact associated with business practices or market conduct in which Citi is involved. It also includes the risk of failing to comply with applicable laws and regulations, but excludes strategic risk (see below).
|
•
|
Compliance risk is the risk to current or projected financial conditions and resilience arising from violations of laws, rules or regulations, or from nonconformance with prescribed practices, internal policies and procedures or ethical standards. It also includes the exposure to litigation (known as legal risk) from all aspects of banking, traditional and nontraditional. Compliance risk spans across all risk types outlined in the risk governance framework.
|
•
|
Reputation risk is the risk to current or projected financial conditions and resilience arising from negative public opinion.
|
•
|
Strategic risk is the risk to current or anticipated earnings, capital, or franchise or enterprise value arising from poor but authorized business decisions (in compliance with regulations, policies and procedures), an inability to adapt to changes in the operating environment or other external factors that may impair the ability to carry out a business strategy. Strategic risk also includes:
|
•
|
Country risk, which is the risk that an event in a country (precipitated by developments within or external to a country) will impair the value of Citi’s franchise or will adversely affect the ability of obligors within that country to honor their obligations. Country risk events may include sovereign defaults, banking crises, currency crises, currency convertibility and/or transferability restrictions or political events.
|
•
|
consumer, commercial and corporate lending;
|
•
|
capital markets derivative transactions;
|
•
|
structured finance; and
|
•
|
securities financing transactions (repurchase and reverse repurchase agreements, and securities loaned and borrowed).
|
In billions of dollars
|
4Q’18
|
1Q’19
|
2Q’19
|
3Q’19
|
4Q’19
|
||||||||||
Retail banking:
|
|
|
|
|
|
||||||||||
Mortgages
|
$
|
80.6
|
|
$
|
80.8
|
|
$
|
81.9
|
|
$
|
83.0
|
|
$
|
85.1
|
|
Personal, small business and other
|
37.0
|
|
37.3
|
|
37.8
|
|
37.6
|
|
39.7
|
|
|||||
Total retail banking
|
$
|
117.6
|
|
$
|
118.1
|
|
$
|
119.7
|
|
$
|
120.6
|
|
$
|
124.8
|
|
Cards:
|
|
|
|
|
|
||||||||||
Citi-branded cards
|
$
|
116.8
|
|
$
|
111.4
|
|
$
|
115.5
|
|
$
|
115.8
|
|
$
|
122.2
|
|
Citi retail services
|
52.7
|
|
48.9
|
|
49.6
|
|
50.0
|
|
52.9
|
|
|||||
Total cards
|
$
|
169.5
|
|
$
|
160.3
|
|
$
|
165.1
|
|
$
|
165.8
|
|
$
|
175.1
|
|
Total GCB
|
$
|
287.1
|
|
$
|
278.4
|
|
$
|
284.8
|
|
$
|
286.4
|
|
$
|
299.9
|
|
GCB regional distribution:
|
|
|
|
|
|
||||||||||
North America
|
67
|
%
|
66
|
%
|
66
|
%
|
66
|
%
|
66
|
%
|
|||||
Latin America
|
6
|
|
6
|
|
6
|
|
6
|
|
6
|
|
|||||
Asia(2)
|
27
|
|
28
|
|
28
|
|
28
|
|
28
|
|
|||||
Total GCB
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
|||||
Corporate/Other(3)
|
$
|
15.3
|
|
$
|
12.6
|
|
$
|
11.7
|
|
$
|
11.0
|
|
$
|
9.6
|
|
Total consumer loans
|
$
|
302.4
|
|
$
|
291.0
|
|
$
|
296.5
|
|
$
|
297.4
|
|
$
|
309.5
|
|
(1)
|
End-of-period loans include interest and fees on credit cards.
|
(2)
|
Asia includes loans and leases in certain EMEA countries for all periods presented.
|
(3)
|
Primarily consists of legacy 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(1)
|
Dec 31, 2019
|
Sept. 30, 2019
|
Dec 31, 2018
|
|||
> 760
|
42
|
%
|
41
|
%
|
42
|
%
|
680–760
|
41
|
|
41
|
|
41
|
|
< 680
|
17
|
|
18
|
|
17
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
FICO distribution(1)
|
Dec 31, 2019
|
Sept. 30, 2019
|
Dec 31, 2018
|
|||
> 760
|
25
|
%
|
24
|
%
|
25
|
%
|
680–760
|
42
|
|
43
|
|
42
|
|
< 680
|
33
|
|
33
|
|
33
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
(1)
|
The FICO bands in the tables are consistent with general industry peer presentations.
|
|
EOP
loans(1)
|
90+ days past due(2)
|
30–89 days past due(2)
|
||||||||||||||||||
|
December 31,
|
December 31,
|
December 31,
|
||||||||||||||||||
In millions of dollars, except EOP loan amounts in billions
|
2019
|
2019
|
2018
|
2017
|
2019
|
2018
|
2017
|
||||||||||||||
Global Consumer Banking(3)(4)
|
|
|
|
|
|
|
|
||||||||||||||
Total
|
$
|
299.9
|
|
$
|
2,737
|
|
$
|
2,550
|
|
$
|
2,378
|
|
$
|
3,001
|
|
$
|
2,864
|
|
$
|
2,687
|
|
Ratio
|
|
0.91
|
%
|
0.89
|
%
|
0.84
|
%
|
1.00
|
%
|
1.00
|
%
|
0.95
|
%
|
||||||||
Retail banking
|
|
|
|
|
|
|
|
||||||||||||||
Total
|
$
|
124.8
|
|
$
|
438
|
|
$
|
416
|
|
$
|
415
|
|
$
|
816
|
|
$
|
752
|
|
$
|
747
|
|
Ratio
|
|
0.35
|
%
|
0.36
|
%
|
0.35
|
%
|
0.66
|
%
|
0.64
|
%
|
0.64
|
%
|
||||||||
North America
|
50.3
|
|
146
|
|
135
|
|
134
|
|
334
|
|
265
|
|
256
|
|
|||||||
Ratio
|
|
0.29
|
%
|
0.29
|
%
|
0.29
|
%
|
0.67
|
%
|
0.56
|
%
|
0.55
|
%
|
||||||||
Latin America
|
11.7
|
|
106
|
|
108
|
|
112
|
|
180
|
|
185
|
|
181
|
|
|||||||
Ratio
|
|
0.91
|
%
|
0.95
|
%
|
0.96
|
%
|
1.54
|
%
|
1.62
|
%
|
1.55
|
%
|
||||||||
Asia(5)
|
62.8
|
|
186
|
|
173
|
|
169
|
|
302
|
|
302
|
|
310
|
|
|||||||
Ratio
|
|
0.30
|
%
|
0.30
|
%
|
0.29
|
%
|
0.48
|
%
|
0.52
|
%
|
0.52
|
%
|
||||||||
Cards
|
|
|
|
|
|
|
|
||||||||||||||
Total
|
$
|
175.1
|
|
$
|
2,299
|
|
$
|
2,134
|
|
$
|
1,963
|
|
$
|
2,185
|
|
$
|
2,112
|
|
$
|
1,940
|
|
Ratio
|
|
1.31
|
%
|
1.26
|
%
|
1.19
|
%
|
1.25
|
%
|
1.25
|
%
|
1.18
|
%
|
||||||||
North America—Citi-branded
|
96.3
|
|
915
|
|
812
|
|
768
|
|
814
|
|
755
|
|
698
|
|
|||||||
Ratio
|
|
0.95
|
%
|
0.88
|
%
|
0.85
|
%
|
0.85
|
%
|
0.82
|
%
|
0.77
|
%
|
||||||||
North America—Citi retail services
|
52.9
|
|
1,012
|
|
952
|
|
845
|
|
945
|
|
932
|
|
830
|
|
|||||||
Ratio
|
|
1.91
|
%
|
1.81
|
%
|
1.72
|
%
|
1.79
|
%
|
1.77
|
%
|
1.69
|
%
|
||||||||
Latin America
|
6.0
|
|
165
|
|
171
|
|
151
|
|
159
|
|
170
|
|
153
|
|
|||||||
Ratio
|
|
2.75
|
%
|
3.00
|
%
|
2.80
|
%
|
2.65
|
%
|
2.98
|
%
|
2.83
|
%
|
||||||||
Asia(5)
|
19.9
|
|
207
|
|
199
|
|
199
|
|
267
|
|
255
|
|
259
|
|
|||||||
Ratio
|
|
1.04
|
%
|
1.03
|
%
|
1.01
|
%
|
1.34
|
%
|
1.32
|
%
|
1.31
|
%
|
||||||||
Corporate/Other—Consumer(6)
|
|
|
|
|
|
|
|
||||||||||||||
Total
|
$
|
9.6
|
|
$
|
278
|
|
$
|
382
|
|
$
|
557
|
|
$
|
295
|
|
$
|
362
|
|
$
|
542
|
|
Ratio
|
|
3.02
|
%
|
2.63
|
%
|
2.58
|
%
|
3.21
|
%
|
2.50
|
%
|
2.51
|
%
|
||||||||
Total Citigroup
|
$
|
309.5
|
|
$
|
3,015
|
|
$
|
2,932
|
|
$
|
2,935
|
|
$
|
3,296
|
|
$
|
3,226
|
|
$
|
3,229
|
|
Ratio
|
|
0.98
|
%
|
0.97
|
%
|
0.91
|
%
|
1.07
|
%
|
1.07
|
%
|
1.06
|
%
|
(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 agencies since the potential loss predominantly resides within the agencies. The amounts excluded for loans 90+ days past due and (EOP loans) were $135 million ($0.5 billion), $211 million ($0.7 billion) and $305 million ($0.8 billion) at December 31, 2019, 2018 and 2017, respectively. The amounts excluded for loans 30–89 days past due (EOP loans have the same adjustment as above) were $72 million, $86 million and $93 million at December 31, 2019, 2018 and 2017, respectively.
|
(5)
|
Asia includes delinquencies and loans in certain EMEA countries for all periods presented.
|
(6)
|
The 90+ days past due and 30–89 days past due and related ratios exclude U.S. mortgage loans that are guaranteed by U.S. government-sponsored agencies since the potential loss predominantly resides within the agencies. The amounts excluded for loans 90+ days past due and (EOP loans) were $172 million ($0.4 billion), $367 million ($0.8 billion) and $663 million ($1.2 billion) at December 31, 2019, 2018 and 2017, respectively. The amounts excluded for loans 30–89 days past due (EOP loans have the same adjustment as above) were $55 million, $122 million and $164 million at December 31, 2019, 2018 and 2017, respectively.
|
(1)
|
Average loans include interest and fees on credit cards.
|
(2)
|
The ratios of net credit losses are calculated based on average loans, net of unearned income.
|
(3)
|
As a result of Citigroup's entry into agreements in 2016 to sell its Argentina and Brazil consumer banking businesses, these businesses were classified as HFS at the end of the fourth quarter of 2016. Loans HFS are excluded from this table as they are recorded in Other assets. In addition, as a result of HFS accounting treatment, approximately $128 million of net credit losses (NCLs) were recorded as a reduction in revenue (Other revenue) during 2017. Accordingly, these NCLs are not included in this table. The sales of the Argentina and Brazil consumer banking businesses were completed in 2017.
|
(4)
|
Asia includes NCLs and average loans in certain EMEA countries for all periods presented.
|
(5)
|
2017 NCLs reflected a recovery related to legacy assets.
|
In millions of dollars at December 31, 2019
|
Due
within
1 year
|
Greater
than 1 year
but within
5 years
|
Greater
than 5
years
|
Total
|
||||||||
U.S. consumer mortgage loan portfolio
|
|
|
|
|
||||||||
Residential first mortgages
|
$
|
3
|
|
$
|
118
|
|
$
|
46,887
|
|
$
|
47,008
|
|
Home equity loans
|
92
|
|
330
|
|
8,801
|
|
9,223
|
|
||||
Total
|
$
|
95
|
|
$
|
448
|
|
$
|
55,688
|
|
$
|
56,231
|
|
Fixed/variable pricing of U.S. consumer mortgage loans with maturities due after one year
|
|
|
|
|
||||||||
Loans at fixed interest rates
|
|
$
|
430
|
|
$
|
35,975
|
|
|
||||
Loans at floating or adjustable interest rates
|
|
18
|
|
19,713
|
|
|
||||||
Total
|
|
$
|
448
|
|
$
|
55,688
|
|
|
|
December 31, 2019
|
September 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)
|
$
|
141
|
|
$
|
117
|
|
$
|
23
|
|
$
|
281
|
|
$
|
150
|
|
$
|
115
|
|
$
|
24
|
|
$
|
289
|
|
$
|
144
|
|
$
|
119
|
|
$
|
23
|
|
$
|
286
|
|
Unfunded lending commitments
(off-balance sheet)(2)
|
145
|
|
249
|
|
17
|
|
411
|
|
133
|
|
250
|
|
16
|
|
399
|
|
111
|
|
253
|
|
18
|
|
382
|
|
||||||||||||
Total exposure
|
$
|
286
|
|
$
|
366
|
|
$
|
40
|
|
$
|
692
|
|
$
|
283
|
|
$
|
365
|
|
$
|
40
|
|
$
|
688
|
|
$
|
255
|
|
$
|
372
|
|
$
|
41
|
|
$
|
668
|
|
(1)
|
Includes drawn loans, overdrafts, bankers’ acceptances and leases.
|
(2)
|
Includes unused commitments to lend, letters of credit and financial guarantees.
|
|
December 31,
2019 |
September 30,
2019 |
December 31,
2018 |
|||
North America
|
55
|
%
|
55
|
%
|
54
|
%
|
EMEA
|
26
|
|
26
|
|
26
|
|
Asia
|
12
|
|
12
|
|
12
|
|
Latin America
|
7
|
|
7
|
|
8
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
|
Total exposure
|
|||||
|
December 31,
2019 |
September 30,
2019 |
December 31,
2018 |
|||
AAA/AA/A
|
46
|
%
|
46
|
%
|
47
|
%
|
BBB
|
36
|
|
36
|
|
35
|
|
BB/B
|
16
|
|
16
|
|
17
|
|
CCC or below
|
2
|
|
2
|
|
1
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
|
Total exposure
|
|||||
|
December 31,
2019 |
September 30,
2019 |
December 31,
2018 |
|||
Transportation and
industrial
|
21
|
%
|
21
|
%
|
22
|
%
|
Consumer retail
and health
|
17
|
|
17
|
|
17
|
|
Technology, media
and telecom
|
12
|
|
12
|
|
13
|
|
Power, chemicals,
metals and mining
|
11
|
|
10
|
|
10
|
|
Banks/broker-dealers/finance companies
|
8
|
|
8
|
|
8
|
|
Real estate
|
8
|
|
8
|
|
8
|
|
Energy and commodities
|
8
|
|
8
|
|
8
|
|
Public sector
|
4
|
|
4
|
|
5
|
|
Insurance and special purpose entities
|
4
|
|
4
|
|
4
|
|
Hedge funds
|
4
|
|
4
|
|
4
|
|
Other industries
|
3
|
|
4
|
|
1
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
|
December 31,
2019 |
September 30,
2019 |
December 31,
2018 |
|||
AAA/AA/A
|
32
|
%
|
34
|
%
|
35
|
%
|
BBB
|
51
|
|
48
|
|
50
|
|
BB/B
|
15
|
|
17
|
|
14
|
|
CCC or below
|
2
|
|
1
|
|
1
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
|
December 31,
2019 |
September 30,
2019 |
December 31,
2018 |
|||
Transportation and industrial
|
24
|
%
|
23
|
%
|
23
|
%
|
Technology, media and telecom
|
19
|
|
19
|
|
17
|
|
Consumer retail and health
|
18
|
|
16
|
|
16
|
|
Power, chemicals, metals and mining
|
15
|
|
14
|
|
15
|
|
Energy and commodities
|
9
|
|
9
|
|
11
|
|
Insurance and special purpose entities
|
7
|
|
5
|
|
6
|
|
Banks/broker-dealers/finance companies
|
3
|
|
5
|
|
4
|
|
Public sector
|
3
|
|
4
|
|
3
|
|
Real estate
|
2
|
|
4
|
|
4
|
|
Other industries
|
—
|
|
1
|
|
1
|
|
Total
|
100
|
%
|
100
|
%
|
100
|
%
|
In millions of dollars at December 31, 2019
|
Due
within
1 year
|
Over 1
year
but
within
5 years
|
Over 5
years
|
Total
|
||||||||
Corporate loans
|
|
|
|
|
||||||||
In U.S. offices
|
|
|
|
|
||||||||
Commercial and industrial loans
|
$
|
20,679
|
|
$
|
21,623
|
|
$
|
13,627
|
|
$
|
55,929
|
|
Financial institutions
|
19,938
|
|
20,846
|
|
13,138
|
|
53,922
|
|
||||
Mortgage and real estate
|
19,735
|
|
20,633
|
|
13,003
|
|
53,371
|
|
||||
Installment, revolving credit and other
|
11,550
|
|
12,077
|
|
7,611
|
|
31,238
|
|
||||
Lease financing
|
477
|
|
499
|
|
314
|
|
1,290
|
|
||||
In offices outside the U.S.
|
124,384
|
|
59,295
|
|
10,506
|
|
194,185
|
|
||||
Total corporate loans
|
$
|
196,763
|
|
$
|
134,973
|
|
$
|
58,199
|
|
$
|
389,935
|
|
Fixed/variable
pricing of corporate
loans with
maturities due after
one year(1)
|
|
|
|
|
||||||||
Loans at fixed
interest rates
|
|
$
|
22,432
|
|
$
|
20,676
|
|
|
||||
Loans at floating or
adjustable interest
rates
|
|
112,541
|
|
37,523
|
|
|
||||||
Total
|
|
$
|
134,973
|
|
$
|
58,199
|
|
|
(1)
|
Based on contractual terms. Repricing characteristics may effectively
|
|
December 31,
|
||||||||||||||
In millions of dollars
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
Consumer loans
|
|
|
|
|
|
||||||||||
In North America offices(1)
|
|
|
|
|
|
||||||||||
Residential first mortgages(2)
|
$
|
47,008
|
|
$
|
47,412
|
|
$
|
49,375
|
|
$
|
53,131
|
|
$
|
56,872
|
|
Home equity loans(2)
|
9,223
|
|
11,543
|
|
14,827
|
|
19,454
|
|
22,745
|
|
|||||
Credit cards
|
149,163
|
|
144,542
|
|
139,718
|
|
133,297
|
|
113,352
|
|
|||||
Personal, small business and other
|
3,699
|
|
4,046
|
|
4,140
|
|
5,290
|
|
5,396
|
|
|||||
Total
|
$
|
209,093
|
|
$
|
207,543
|
|
$
|
208,060
|
|
$
|
211,172
|
|
$
|
198,365
|
|
In offices outside North America(1)
|
|
|
|
|
|
||||||||||
Residential first mortgages(2)
|
$
|
37,686
|
|
$
|
35,972
|
|
$
|
37,419
|
|
$
|
35,336
|
|
$
|
40,139
|
|
Credit cards
|
25,909
|
|
24,951
|
|
25,727
|
|
23,055
|
|
26,617
|
|
|||||
Personal, small business and other
|
36,860
|
|
33,894
|
|
34,608
|
|
31,153
|
|
35,980
|
|
|||||
Total
|
$
|
100,455
|
|
$
|
94,817
|
|
$
|
97,754
|
|
$
|
89,544
|
|
$
|
102,736
|
|
Consumer loans, net of unearned income(3)
|
$
|
309,548
|
|
$
|
302,360
|
|
$
|
305,814
|
|
$
|
300,716
|
|
$
|
301,101
|
|
Corporate loans
|
|
|
|
|
|
||||||||||
In North America offices(1)
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
55,929
|
|
$
|
60,861
|
|
$
|
60,219
|
|
$
|
57,886
|
|
$
|
53,611
|
|
Financial institutions
|
53,922
|
|
48,447
|
|
39,128
|
|
35,517
|
|
36,425
|
|
|||||
Mortgage and real estate(2)
|
53,371
|
|
50,124
|
|
44,683
|
|
38,691
|
|
32,623
|
|
|||||
Installment, revolving credit and other
|
31,238
|
|
32,425
|
|
31,932
|
|
31,194
|
|
30,426
|
|
|||||
Lease financing
|
1,290
|
|
1,429
|
|
1,470
|
|
1,518
|
|
1,780
|
|
|||||
Total
|
$
|
195,750
|
|
$
|
193,286
|
|
$
|
177,432
|
|
$
|
164,806
|
|
$
|
154,865
|
|
In offices outside North America(1)
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
112,668
|
|
$
|
114,029
|
|
$
|
113,178
|
|
$
|
100,532
|
|
$
|
99,442
|
|
Financial institutions
|
40,211
|
|
36,837
|
|
35,273
|
|
26,886
|
|
28,704
|
|
|||||
Mortgage and real estate(2)
|
9,780
|
|
7,376
|
|
7,309
|
|
5,363
|
|
5,106
|
|
|||||
Installment, revolving credit and other
|
27,303
|
|
25,685
|
|
22,638
|
|
19,965
|
|
23,185
|
|
|||||
Lease financing
|
95
|
|
103
|
|
190
|
|
251
|
|
303
|
|
|||||
Governments and official institutions
|
4,128
|
|
4,520
|
|
5,200
|
|
5,850
|
|
4,911
|
|
|||||
Total
|
$
|
194,185
|
|
$
|
188,550
|
|
$
|
183,788
|
|
$
|
158,847
|
|
$
|
161,651
|
|
Corporate loans, net of unearned income(4)
|
$
|
389,935
|
|
$
|
381,836
|
|
$
|
361,220
|
|
$
|
323,653
|
|
$
|
316,516
|
|
Total loans—net of unearned income
|
$
|
699,483
|
|
$
|
684,196
|
|
$
|
667,034
|
|
$
|
624,369
|
|
$
|
617,617
|
|
Allowance for loan losses—on drawn exposures
|
(12,783
|
)
|
(12,315
|
)
|
(12,355
|
)
|
(12,060
|
)
|
(12,626
|
)
|
|||||
Total loans—net of unearned income
and allowance for credit losses |
$
|
686,700
|
|
$
|
671,881
|
|
$
|
654,679
|
|
$
|
612,309
|
|
$
|
604,991
|
|
Allowance for loan losses as a percentage of total loans—
net of unearned income(5) |
1.84
|
%
|
1.81
|
%
|
1.86
|
%
|
1.94
|
%
|
2.06
|
%
|
|||||
Allowance for consumer loan losses as a percentage of
total consumer loans—net of unearned income(5) |
3.20
|
%
|
3.14
|
%
|
3.08
|
%
|
2.94
|
%
|
3.08
|
%
|
|||||
Allowance for corporate loan losses as a percentage of
total corporate loans—net of unearned income(5) |
0.75
|
%
|
0.74
|
%
|
0.82
|
%
|
1.01
|
%
|
1.08
|
%
|
(1)
|
North America includes the U.S., Canada and Puerto Rico. Mexico is included in offices outside North America. The classification of corporate loans between offices in North America and outside North America is based on the domicile of the booking unit. The difference between the domicile of the booking unit and the domicile of the managing unit is not material.
|
(2)
|
Loans secured primarily by real estate.
|
(3)
|
Consumer loans are net of unearned income of $783 million, $742 million, $768 million, $803 million and $850 million at December 31, 2019, 2018, 2017, 2016 and 2015, 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 $(814) million, $(855) million, $(794) million, $(730) million and $(686) million at December 31, 2019, 2018, 2017, 2016 and 2015, 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.
|
In millions of dollars
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
Allowance for loan losses at beginning of period
|
$
|
12,315
|
|
$
|
12,355
|
|
$
|
12,060
|
|
$
|
12,626
|
|
$
|
15,994
|
|
Provision for loan losses
|
|
|
|
|
|
||||||||||
Consumer
|
$
|
7,751
|
|
$
|
7,258
|
|
$
|
7,329
|
|
$
|
6,207
|
|
$
|
6,073
|
|
Corporate
|
467
|
|
96
|
|
174
|
|
542
|
|
1,035
|
|
|||||
Total
|
$
|
8,218
|
|
$
|
7,354
|
|
$
|
7,503
|
|
$
|
6,749
|
|
$
|
7,108
|
|
Gross credit losses
|
|
|
|
|
|
||||||||||
Consumer
|
|
|
|
|
|
||||||||||
In U.S. offices
|
$
|
6,538
|
|
$
|
5,971
|
|
$
|
5,664
|
|
$
|
4,874
|
|
$
|
5,439
|
|
In offices outside the U.S.
|
2,316
|
|
2,351
|
|
2,377
|
|
2,594
|
|
3,077
|
|
|||||
Corporate
|
|
|
|
|
|
||||||||||
Commercial and industrial, and other
|
|
|
|
|
|
||||||||||
In U.S. offices
|
265
|
|
121
|
|
223
|
|
370
|
|
173
|
|
|||||
In offices outside the U.S.
|
196
|
|
208
|
|
401
|
|
334
|
|
297
|
|
|||||
Loans to financial institutions
|
|
|
|
|
|
||||||||||
In U.S. offices
|
—
|
|
3
|
|
3
|
|
5
|
|
—
|
|
|||||
In offices outside the U.S.
|
3
|
|
7
|
|
1
|
|
5
|
|
4
|
|
|||||
Mortgage and real estate
|
|
|
|
|
|
||||||||||
In U.S. offices
|
23
|
|
2
|
|
2
|
|
34
|
|
8
|
|
|||||
In offices outside the U.S.
|
—
|
|
2
|
|
2
|
|
6
|
|
43
|
|
|||||
Total
|
$
|
9,341
|
|
$
|
8,665
|
|
$
|
8,673
|
|
$
|
8,222
|
|
$
|
9,041
|
|
Credit recoveries(1)
|
|
|
|
|
|
||||||||||
Consumer
|
|
|
|
|
|
||||||||||
In U.S. offices
|
$
|
975
|
|
$
|
912
|
|
$
|
892
|
|
$
|
972
|
|
$
|
954
|
|
In offices outside the U.S.
|
503
|
|
502
|
|
552
|
|
576
|
|
642
|
|
|||||
Corporate
|
|
|
|
|
|
||||||||||
Commercial and industrial, and other
|
|
|
|
|
|
||||||||||
In U.S. offices
|
28
|
|
47
|
|
31
|
|
31
|
|
43
|
|
|||||
In offices outside the U.S.
|
59
|
|
78
|
|
117
|
|
79
|
|
84
|
|
|||||
Loans to financial institutions
|
|
|
|
|
|
||||||||||
In U.S. offices
|
—
|
|
—
|
|
1
|
|
1
|
|
7
|
|
|||||
In offices outside the U.S.
|
—
|
|
3
|
|
1
|
|
1
|
|
2
|
|
|||||
Mortgage and real estate
|
|
|
|
|
|
||||||||||
In U.S. offices
|
8
|
|
6
|
|
2
|
|
1
|
|
7
|
|
|||||
In offices outside the U.S.
|
—
|
|
4
|
|
1
|
|
—
|
|
—
|
|
|||||
Total
|
$
|
1,573
|
|
$
|
1,552
|
|
$
|
1,597
|
|
$
|
1,661
|
|
$
|
1,739
|
|
Net credit losses
|
|
|
|
|
|
||||||||||
In U.S. offices
|
$
|
5,815
|
|
$
|
5,132
|
|
$
|
4,966
|
|
$
|
4,278
|
|
$
|
4,609
|
|
In offices outside the U.S.
|
1,953
|
|
1,981
|
|
2,110
|
|
2,283
|
|
2,693
|
|
|||||
Total
|
$
|
7,768
|
|
$
|
7,113
|
|
$
|
7,076
|
|
$
|
6,561
|
|
$
|
7,302
|
|
Other—net(2)(3)(4)(5)(6)(7)(8)
|
$
|
18
|
|
$
|
(281
|
)
|
$
|
(132
|
)
|
$
|
(754
|
)
|
$
|
(3,174
|
)
|
Allowance for loan losses at end of period
|
$
|
12,783
|
|
$
|
12,315
|
|
$
|
12,355
|
|
$
|
12,060
|
|
$
|
12,626
|
|
Allowance for loan losses as a percentage of total loans(9)
|
1.84
|
%
|
1.81
|
%
|
1.86
|
%
|
1.94
|
%
|
2.06
|
%
|
|||||
Allowance for unfunded lending commitments(8)(10)
|
$
|
1,456
|
|
$
|
1,367
|
|
$
|
1,258
|
|
$
|
1,418
|
|
$
|
1,402
|
|
Total allowance for loan losses and unfunded lending commitments
|
$
|
14,239
|
|
$
|
13,682
|
|
$
|
13,613
|
|
$
|
13,478
|
|
$
|
14,028
|
|
Net consumer credit losses
|
$
|
7,376
|
|
$
|
6,908
|
|
$
|
6,597
|
|
$
|
5,920
|
|
$
|
6,920
|
|
As a percentage of average consumer loans
|
2.49
|
%
|
2.33
|
%
|
2.22
|
%
|
2.00
|
%
|
2.19
|
%
|
|||||
Net corporate credit losses
|
$
|
392
|
|
$
|
205
|
|
$
|
479
|
|
$
|
641
|
|
$
|
382
|
|
As a percentage of average corporate loans
|
0.10
|
%
|
0.05
|
%
|
0.14
|
%
|
0.20
|
%
|
0.12
|
%
|
|||||
Allowance by type at end of period(11)
|
|
|
|
|
|
||||||||||
Consumer
|
$
|
9,897
|
|
$
|
9,504
|
|
$
|
9,412
|
|
$
|
8,842
|
|
$
|
9,273
|
|
Corporate
|
2,886
|
|
2,811
|
|
2,943
|
|
3,218
|
|
3,353
|
|
|||||
Total Citigroup
|
$
|
12,783
|
|
$
|
12,315
|
|
$
|
12,355
|
|
$
|
12,060
|
|
$
|
12,626
|
|
(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)
|
2019 includes reductions of approximately $42 million related to the transfer to HFS of various real estate loan portfolios. In addition, 2019 includes an increase of approximately $60 million related to FX translation.
|
(4)
|
2018 includes reductions of approximately $201 million related to the sale or transfer to HFS of various loan portfolios, which include approximately $91 million related to the transfer of various real estate loan portfolios to HFS. In addition, 2018 includes a reduction of approximately $60 million related to FX translation.
|
(5)
|
2017 includes reductions of approximately $261 million related to the sale or transfer to HFS of various loan portfolios, which include approximately $106 million related to the transfer of various real estate loan portfolios to HFS. In addition, 2017 includes an increase of approximately $115 million related to FX translation.
|
(6)
|
2016 includes reductions of approximately $574 million related to the sale or transfer to HFS of various loan portfolios, which include approximately $106 million related to the transfer of various real estate loan portfolios to HFS. In addition, 2016 includes a reduction of approximately $199 million related to FX translation.
|
(7)
|
2015 includes reductions of approximately $2.4 billion related to the sale or transfer to HFS of various loan portfolios, which include approximately $1.5 billion related to the transfer of various real estate loan portfolios to HFS. In addition, 2015 includes a reduction of approximately $474 million related to FX translation.
|
(8)
|
2015 includes a reclassification of $271 million of Allowance for loan losses to allowance for unfunded lending commitments, included in the Other line item. This reclassification reflects the re-attribution of $271 million in the allowance for credit losses between the funded and unfunded portions of the corporate credit portfolios and does not reflect a change in the underlying credit performance of these portfolios.
|
(9)
|
December 31, 2019, 2018, 2017, 2016 and 2015 exclude $4.1 billion, $3.2 billion, $4.4 billion, $3.5 billion and $5.0 billion, respectively, of loans which are carried at fair value.
|
(10)
|
Represents additional credit reserves recorded as Other liabilities on the Consolidated Balance Sheet.
|
(11)
|
Allowance for loan losses represents management’s best estimate of probable losses inherent in the portfolio, as well as probable losses related to large individually evaluated impaired loans and troubled debt restructurings. See “Significant Accounting Policies and Significant Estimates” and Note 1 to the Consolidated Financial Statements below. Attribution of the allowance is made for analytical purposes only and the entire allowance is available to absorb probable credit losses inherent in the overall portfolio.
|
|
December 31, 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)
|
$
|
7.0
|
|
$
|
149.2
|
|
4.7
|
%
|
North America mortgages(3)
|
0.3
|
|
56.2
|
|
0.5
|
|
||
North America other
|
0.1
|
|
3.7
|
|
2.7
|
|
||
International cards
|
0.7
|
|
25.9
|
|
2.7
|
|
||
International other(4)
|
1.8
|
|
74.6
|
|
2.4
|
|
||
Total consumer
|
$
|
9.9
|
|
$
|
309.6
|
|
3.2
|
%
|
Total corporate
|
2.9
|
|
389.9
|
|
0.7
|
|
||
Total Citigroup
|
$
|
12.8
|
|
$
|
699.5
|
|
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 $7.0 billion of loan loss reserves represented approximately 15 months of coincident net credit loss coverage.
|
(3)
|
Of the $0.3 billion, nearly all was allocated to North America mortgages in Corporate/Other, including $0.1 billion and $0.2 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 $54.2 billion and $2.0 billion of the loans were evaluated in accordance with ASC 450-20 and ASC 310-10-35 (troubled debt restructurings), respectively. For additional information, see Note 15 to the Consolidated Financial Statements.
|
(4)
|
Includes mortgages and other retail loans.
|
|
December 31, 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)
|
$
|
6.6
|
|
$
|
144.5
|
|
4.6
|
%
|
North America mortgages(3)
|
0.4
|
|
59.0
|
|
0.7
|
|
||
North America other
|
0.1
|
|
4.0
|
|
2.5
|
|
||
International cards
|
0.7
|
|
25.0
|
|
2.8
|
|
||
International other(4)
|
1.7
|
|
69.9
|
|
2.4
|
|
||
Total consumer
|
$
|
9.5
|
|
$
|
302.4
|
|
3.1
|
%
|
Total corporate
|
2.8
|
|
381.8
|
|
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 $6.6 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 approximately $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 $59.0 billion in loans, approximately $56.3 billion and $2.5 billion were evaluated in accordance with ASC 450-20 and ASC 310-10-35 (troubled debt restructurings), respectively. For additional information, see Note 15 to the Consolidated Financial Statements.
|
(4)
|
Includes mortgages and other retail loans.
|
•
|
Corporate and consumer (including commercial banking) non-accrual status is based on the determination that payment of interest or principal is doubtful.
|
•
|
A corporate loan may be classified as non-accrual and still be performing under the terms of the loan structure. Non-accrual loans may still be current on interest payments. Approximately 44%, 41% and 48% of Citi’s corporate non-accrual loans were performing at December 31, 2019, September 30, 2019 and December 31, 2018, respectively.
|
•
|
Consumer non-accrual status is generally based on aging, i.e., the borrower has fallen behind on payments.
|
•
|
Consumer mortgage loans, other than Federal Housing Administration (FHA) insured loans, are classified as non-accrual within 60 days of notification that the borrower has filed for bankruptcy. In addition, home equity loans are classified as non-accrual if the related residential first mortgage loan is 90 days or more past due.
|
•
|
North America Citi-branded cards and Citi retail services are not included because, under industry standards, credit card loans accrue interest until such loans are charged off, which typically occurs at 180 days of contractual delinquency.
|
•
|
Includes both corporate and consumer loans whose terms have been modified in a troubled debt restructuring (TDR).
|
•
|
Includes both accrual and non-accrual TDRs.
|
|
December 31,
|
||||||||||||||
In millions of dollars
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
Corporate non-accrual loans(1)(2)
|
|
|
|
|
|
||||||||||
North America
|
$
|
1,214
|
|
$
|
586
|
|
$
|
966
|
|
$
|
1,291
|
|
$
|
1,005
|
|
EMEA
|
430
|
|
375
|
|
849
|
|
904
|
|
347
|
|
|||||
Latin America
|
473
|
|
307
|
|
348
|
|
441
|
|
421
|
|
|||||
Asia
|
71
|
|
243
|
|
70
|
|
220
|
|
191
|
|
|||||
Total corporate non-accrual loans
|
$
|
2,188
|
|
$
|
1,511
|
|
$
|
2,233
|
|
$
|
2,856
|
|
$
|
1,964
|
|
Consumer non-accrual loans(1)(3)
|
|
|
|
|
|
||||||||||
North America
|
$
|
905
|
|
$
|
1,138
|
|
$
|
1,468
|
|
$
|
1,854
|
|
$
|
2,328
|
|
Latin America
|
632
|
|
638
|
|
688
|
|
648
|
|
756
|
|
|||||
Asia(4)
|
279
|
|
250
|
|
243
|
|
221
|
|
206
|
|
|||||
Total consumer non-accrual loans
|
$
|
1,816
|
|
$
|
2,026
|
|
$
|
2,399
|
|
$
|
2,723
|
|
$
|
3,290
|
|
Total non-accrual loans
|
$
|
4,004
|
|
$
|
3,537
|
|
$
|
4,632
|
|
$
|
5,579
|
|
$
|
5,254
|
|
(1)
|
Excludes purchased distressed loans, as they are generally accreting interest. The carrying value of these loans was $128 million at December 31, 2019, $128 million at December 31, 2018, $167 million at December 31, 2017, $187 million at December 31, 2016 and $250 million at December 31, 2015.
|
(2)
|
The 2016 increase in corporate non-accrual loans was primarily related to Citi’s North America and EMEA energy and energy-related corporate credit exposure.
|
(3)
|
The 2015 decline in consumer non-accrual loans includes the impact related to the transfer of approximately $8 billion of mortgage loans to Loans HFS (included within Other assets).
|
(4)
|
Asia includes balances in certain EMEA countries for all periods presented.
|
|
Year ended
|
Year ended
|
||||||||||||||||
|
December 31, 2019
|
December 31, 2018
|
||||||||||||||||
In millions of dollars
|
Corporate
|
Consumer
|
Total
|
Corporate
|
Consumer
|
Total
|
||||||||||||
Non-accrual loans at beginning of period
|
$
|
1,511
|
|
$
|
2,026
|
|
$
|
3,537
|
|
$
|
2,233
|
|
$
|
2,399
|
|
$
|
4,632
|
|
Additions
|
3,407
|
|
2,954
|
|
6,361
|
|
2,108
|
|
3,148
|
|
5,256
|
|
||||||
Sales and transfers to HFS
|
(23
|
)
|
(171
|
)
|
(194
|
)
|
(119
|
)
|
(268
|
)
|
(387
|
)
|
||||||
Returned to performing
|
(68
|
)
|
(431
|
)
|
(499
|
)
|
(127
|
)
|
(629
|
)
|
(756
|
)
|
||||||
Paydowns/settlements
|
(2,496
|
)
|
(902
|
)
|
(3,398
|
)
|
(2,282
|
)
|
(1,052
|
)
|
(3,334
|
)
|
||||||
Charge-offs
|
(268
|
)
|
(1,444
|
)
|
(1,712
|
)
|
(196
|
)
|
(1,634
|
)
|
(1,830
|
)
|
||||||
Other
|
125
|
|
(216
|
)
|
(91
|
)
|
(106
|
)
|
62
|
|
(44
|
)
|
||||||
Ending balance
|
$
|
2,188
|
|
$
|
1,816
|
|
$
|
4,004
|
|
$
|
1,511
|
|
$
|
2,026
|
|
$
|
3,537
|
|
|
December 31,
|
||||||||||||||
In millions of dollars
|
2019
|
2018
|
2017
|
2016
|
2015
|
||||||||||
OREO
|
|
|
|
|
|
||||||||||
North America
|
$
|
39
|
|
$
|
64
|
|
$
|
89
|
|
$
|
161
|
|
$
|
166
|
|
EMEA
|
1
|
|
1
|
|
2
|
|
—
|
|
1
|
|
|||||
Latin America
|
14
|
|
12
|
|
35
|
|
18
|
|
38
|
|
|||||
Asia
|
7
|
|
22
|
|
18
|
|
7
|
|
4
|
|
|||||
Total OREO
|
$
|
61
|
|
$
|
99
|
|
$
|
144
|
|
$
|
186
|
|
$
|
209
|
|
Non-accrual assets
|
|
|
|
|
|
||||||||||
Corporate non-accrual loans
|
$
|
2,188
|
|
$
|
1,511
|
|
$
|
2,233
|
|
$
|
2,856
|
|
$
|
1,964
|
|
Consumer non-accrual loans
|
1,816
|
|
2,026
|
|
2,399
|
|
2,723
|
|
3,290
|
|
|||||
Non-accrual loans (NAL)
|
$
|
4,004
|
|
$
|
3,537
|
|
$
|
4,632
|
|
$
|
5,579
|
|
$
|
5,254
|
|
OREO
|
$
|
61
|
|
$
|
99
|
|
$
|
144
|
|
$
|
186
|
|
$
|
209
|
|
Non-accrual assets (NAA)
|
$
|
4,065
|
|
$
|
3,636
|
|
$
|
4,776
|
|
$
|
5,765
|
|
$
|
5,463
|
|
NAL as a percentage of total loans
|
0.57
|
%
|
0.52
|
%
|
0.69
|
%
|
0.89
|
%
|
0.85
|
%
|
|||||
NAA as a percentage of total assets
|
0.21
|
|
0.19
|
|
0.26
|
|
0.32
|
|
0.32
|
|
|||||
Allowance for loan losses as a percentage of NAL(1)
|
319
|
|
348
|
|
267
|
|
216
|
|
240
|
|
(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
|
Dec. 31, 2019
|
Dec. 31, 2018
|
||||
Corporate renegotiated loans(1)
|
|
|
||||
In U.S. offices
|
|
|
||||
Commercial and industrial
|
$
|
226
|
|
$
|
188
|
|
Mortgage and real estate
|
57
|
|
111
|
|
||
Financial institutions
|
—
|
|
16
|
|
||
Other
|
4
|
|
2
|
|
||
Total
|
$
|
287
|
|
$
|
317
|
|
In offices outside the U.S.
|
|
|
||||
Commercial and industrial(2)
|
$
|
200
|
|
$
|
226
|
|
Mortgage and real estate
|
22
|
|
12
|
|
||
Financial institutions
|
—
|
|
9
|
|
||
Other
|
40
|
|
—
|
|
||
Total
|
$
|
262
|
|
$
|
247
|
|
Total corporate renegotiated loans
|
$
|
549
|
|
$
|
564
|
|
Consumer renegotiated loans(3)
|
|
|
||||
In U.S. offices
|
|
|
||||
Mortgage and real estate
|
$
|
1,956
|
|
$
|
2,520
|
|
Cards
|
1,464
|
|
1,338
|
|
||
Installment and other
|
17
|
|
13
|
|
||
Total
|
$
|
3,437
|
|
$
|
3,871
|
|
In offices outside the U.S.
|
|
|
||||
Mortgage and real estate
|
$
|
305
|
|
$
|
299
|
|
Cards
|
466
|
|
480
|
|
||
Installment and other
|
400
|
|
387
|
|
||
Total
|
$
|
1,171
|
|
$
|
1,166
|
|
Total consumer renegotiated loans
|
$
|
4,608
|
|
$
|
5,037
|
|
(1)
|
Includes $472 million and $466 million of non-accrual loans included in the non-accrual loans table above at December 31, 2019 and 2018, respectively. The remaining loans are accruing interest.
|
(2)
|
In addition to modifications reflected as TDRs at December 31, 2019 and 2018, Citi also modified $26 million and $2 million in offices outside the U.S., respectively, of commercial loans risk rated “Substandard Non-Performing” or worse (asset category defined by banking regulators). These modifications were not considered TDRs because the modifications did not involve a concession.
|
(3)
|
Includes $814 million and $933 million of non-accrual loans included in the non-accrual loans table above at December 31, 2019 and 2018, respectively. The remaining loans are accruing interest.
|
In millions of dollars
|
In U.S.
offices |
In non-
U.S. offices |
2019
total |
||||||
Interest revenue that would have been accrued at original contractual rates(2)
|
$
|
488
|
|
$
|
421
|
|
$
|
909
|
|
Amount recognized as interest revenue(2)
|
130
|
|
112
|
|
242
|
|
|||
Forgone interest revenue
|
$
|
358
|
|
$
|
309
|
|
$
|
667
|
|
(1)
|
Relates to corporate non-accrual loans, renegotiated loans and consumer loans on which accrual of interest has been suspended.
|
(2)
|
Interest revenue in offices outside the U.S. may reflect prevailing local interest rates, including the effects of inflation and monetary correction in certain countries.
|
•
|
Citibank (including Citibank Europe plc, Citibank Singapore Ltd. and Citibank (Hong Kong) Ltd.); and
|
•
|
Citi’s non-bank and other entities, including the parent holding company (Citigroup Inc.), Citi’s primary intermediate holding company (Citicorp LLC), Citi’s broker-dealer subsidiaries (including Citigroup Global Markets Inc., Citigroup Global Markets Ltd. and Citigroup Global Markets Japan Inc.) and other bank and non-bank subsidiaries that are consolidated into Citigroup (including Citibanamex).
|
|
Citibank
|
Citi non-bank and other entities
|
Total
|
||||||||||||||||||||||||
In billions of dollars
|
Dec. 31, 2019
|
Sept. 30, 2019
|
Dec. 31, 2018
|
Dec. 31, 2019
|
Sept. 30, 2019
|
Dec. 31, 2018
|
Dec. 31, 2019
|
Sept. 30, 2019
|
Dec. 31, 2018
|
||||||||||||||||||
Available cash
|
$
|
158.7
|
|
$
|
123.7
|
|
$
|
97.1
|
|
$
|
2.1
|
|
$
|
31.8
|
|
$
|
27.6
|
|
$
|
160.8
|
|
$
|
155.5
|
|
$
|
124.7
|
|
U.S. sovereign
|
100.2
|
|
94.3
|
|
103.2
|
|
29.6
|
|
32.4
|
|
24.0
|
|
129.8
|
|
126.7
|
|
127.2
|
|
|||||||||
U.S. agency/agency MBS
|
56.9
|
|
55.5
|
|
60.0
|
|
4.4
|
|
4.6
|
|
5.8
|
|
61.3
|
|
60.1
|
|
65.8
|
|
|||||||||
Foreign government debt(1)
|
66.4
|
|
65.9
|
|
76.8
|
|
16.5
|
|
10.9
|
|
6.3
|
|
82.9
|
|
76.8
|
|
83.1
|
|
|||||||||
Other investment grade
|
2.4
|
|
2.9
|
|
1.5
|
|
0.5
|
|
0.7
|
|
1.4
|
|
2.8
|
|
3.6
|
|
2.9
|
|
|||||||||
Total HQLA (AVG)
|
$
|
384.6
|
|
$
|
342.3
|
|
$
|
338.6
|
|
$
|
53.1
|
|
$
|
80.4
|
|
$
|
65.1
|
|
$
|
437.6
|
|
$
|
422.7
|
|
$
|
403.7
|
|
(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 Mexico, Hong Kong, South Korea, Singapore, India and Brazil.
|
In billions of dollars
|
Dec. 31, 2019
|
Sept. 30, 2019
|
Dec. 31, 2018
|
||||||
HQLA
|
$
|
437.6
|
|
$
|
422.7
|
|
$
|
403.7
|
|
Net outflows
|
382.0
|
|
373.4
|
|
334.8
|
|
|||
LCR
|
115
|
%
|
113
|
%
|
121
|
%
|
|||
HQLA in excess of net outflows
|
$
|
55.6
|
|
$
|
49.3
|
|
$
|
68.9
|
|
In billions of dollars
|
Dec. 31, 2019
|
Sept. 30, 2019
|
Dec. 31, 2018
|
||||||
Global Consumer Banking
|
|
|
|
||||||
North America
|
$
|
192.7
|
|
$
|
188.8
|
|
$
|
186.8
|
|
Latin America
|
17.4
|
|
17.0
|
|
16.9
|
|
|||
Asia(1)
|
80.9
|
|
78.3
|
|
76.7
|
|
|||
Total
|
$
|
291.0
|
|
$
|
284.1
|
|
$
|
280.4
|
|
Institutional Clients Group
|
|
|
|
||||||
Corporate lending
|
$
|
154.2
|
|
$
|
160.9
|
|
$
|
158.2
|
|
Treasury and trade solutions (TTS)
|
74.5
|
|
72.5
|
|
77.0
|
|
|||
Private bank
|
106.6
|
|
104.0
|
|
94.7
|
|
|||
Markets and securities services and other
|
56.0
|
|
52.3
|
|
49.2
|
|
|||
Total
|
$
|
391.3
|
|
$
|
389.7
|
|
$
|
379.1
|
|
Total Corporate/Other
|
$
|
10.3
|
|
$
|
11.2
|
|
$
|
16.0
|
|
Total Citigroup loans (AVG)
|
$
|
692.6
|
|
$
|
685.0
|
|
$
|
675.5
|
|
Total Citigroup loans (EOP)
|
$
|
699.5
|
|
$
|
691.7
|
|
$
|
684.2
|
|
(1)
|
Includes loans in certain EMEA countries for all periods presented.
|
In billions of dollars
|
Dec. 31, 2019
|
Sept. 30, 2019
|
Dec. 31, 2018
|
||||||
Global Consumer Banking
|
|
|
|
||||||
North America
|
$
|
156.2
|
|
$
|
153.6
|
|
$
|
146.5
|
|
Latin America
|
23.0
|
|
22.5
|
|
22.3
|
|
|||
Asia(1)
|
103.4
|
|
100.7
|
|
97.7
|
|
|||
Total
|
$
|
282.6
|
|
$
|
276.8
|
|
$
|
266.5
|
|
Institutional Clients Group
|
|
|
|
||||||
Treasury and trade solutions (TTS)
|
$
|
558.7
|
|
$
|
541.0
|
|
$
|
510.9
|
|
Banking ex-TTS
|
140.7
|
|
137.0
|
|
128.3
|
|
|||
Markets and securities services
|
95.0
|
|
95.7
|
|
86.7
|
|
|||
Total
|
$
|
794.4
|
|
$
|
773.7
|
|
$
|
725.9
|
|
Total Corporate/Other
|
$
|
12.5
|
|
$
|
15.8
|
|
$
|
13.3
|
|
Total Citigroup deposits (AVG)
|
$
|
1,089.5
|
|
$
|
1,066.3
|
|
$
|
1,005.7
|
|
Total Citigroup deposits (EOP)
|
$
|
1,070.6
|
|
$
|
1,087.8
|
|
$
|
1,013.2
|
|
(1)
|
Includes deposits in certain EMEA countries for all periods presented.
|
In billions of dollars
|
Dec. 31, 2019
|
Sept. 30, 2019
|
Dec. 31, 2018
|
||||||
Parent and other(1)
|
|
|
|
||||||
Benchmark debt:
|
|
|
|
||||||
Senior debt
|
$
|
106.6
|
|
$
|
104.3
|
|
$
|
104.6
|
|
Subordinated debt
|
25.5
|
|
25.9
|
|
24.5
|
|
|||
Trust preferred
|
1.7
|
|
1.7
|
|
1.7
|
|
|||
Customer-related debt
|
53.8
|
|
50.1
|
|
37.1
|
|
|||
Local country and other(2)
|
7.9
|
|
5.3
|
|
2.9
|
|
|||
Total parent and other
|
$
|
195.5
|
|
$
|
187.3
|
|
$
|
170.8
|
|
Bank
|
|
|
|
||||||
FHLB borrowings
|
$
|
5.5
|
|
$
|
5.5
|
|
$
|
10.5
|
|
Securitizations(3)
|
20.7
|
|
22.8
|
|
28.4
|
|
|||
Citibank benchmark senior debt
|
23.1
|
|
23.1
|
|
18.8
|
|
|||
Local country and other(2)
|
4.0
|
|
3.5
|
|
3.5
|
|
|||
Total bank
|
$
|
53.3
|
|
$
|
54.9
|
|
$
|
61.2
|
|
Total long-term debt
|
$
|
248.8
|
|
$
|
242.2
|
|
$
|
232.0
|
|
(1)
|
Parent and other includes long-term debt issued to third parties by the parent holding company (Citigroup) and Citi’s non-bank subsidiaries (including broker-dealer subsidiaries) that are consolidated into Citigroup. As of December 31, 2019, parent and other included $46.9 billion of long-term debt issued by Citi’s broker-dealer subsidiaries.
|
(2)
|
Local country and other includes debt issued by Citi’s affiliates in support of their local operations. Within parent and other, certain secured financing is also included.
|
(3)
|
Predominantly credit card securitizations, primarily backed by Citi-branded credit card receivables.
|
|
2019
|
2018
|
2017
|
|||||||||||||||
In billions of dollars
|
Maturities
|
Issuances
|
Maturities
|
Issuances
|
Maturities
|
Issuances
|
||||||||||||
Parent and other
|
|
|
|
|
|
|
||||||||||||
Benchmark debt:
|
|
|
|
|
|
|
||||||||||||
Senior debt
|
$
|
16.5
|
|
$
|
16.2
|
|
$
|
18.5
|
|
$
|
14.8
|
|
$
|
14.1
|
|
$
|
21.6
|
|
Subordinated debt
|
—
|
|
—
|
|
2.9
|
|
0.6
|
|
1.6
|
|
1.3
|
|
||||||
Customer-related debt
|
12.7
|
|
25.1
|
|
6.6
|
|
16.9
|
|
7.6
|
|
12.3
|
|
||||||
Local country and other
|
1.1
|
|
5.4
|
|
1.2
|
|
2.3
|
|
1.2
|
|
0.1
|
|
||||||
Total parent and other
|
$
|
30.3
|
|
$
|
46.7
|
|
$
|
29.2
|
|
$
|
34.6
|
|
$
|
24.5
|
|
$
|
35.3
|
|
Bank
|
|
|
|
|
|
|
||||||||||||
FHLB borrowings
|
$
|
7.1
|
|
$
|
2.1
|
|
$
|
15.8
|
|
$
|
7.9
|
|
$
|
7.8
|
|
$
|
5.5
|
|
Securitizations
|
7.9
|
|
0.1
|
|
8.6
|
|
6.8
|
|
5.3
|
|
12.2
|
|
||||||
Citibank benchmark senior debt
|
4.8
|
|
8.8
|
|
2.3
|
|
8.5
|
|
—
|
|
12.6
|
|
||||||
Local country and other
|
0.9
|
|
1.4
|
|
2.2
|
|
2.9
|
|
3.4
|
|
2.4
|
|
||||||
Total bank
|
$
|
20.7
|
|
$
|
12.4
|
|
$
|
28.9
|
|
$
|
26.1
|
|
$
|
16.5
|
|
$
|
32.7
|
|
Total
|
$
|
51.0
|
|
$
|
59.1
|
|
$
|
58.1
|
|
$
|
60.7
|
|
$
|
41.0
|
|
$
|
68.0
|
|
|
Maturities
|
|||||||||||||||||||||||
In billions of dollars
|
2019
|
2020
|
2021
|
2022
|
2023
|
2024
|
Thereafter
|
Total
|
||||||||||||||||
Parent and other
|
|
|
|
|
|
|
|
|
||||||||||||||||
Benchmark debt:
|
|
|
|
|
|
|
|
|
||||||||||||||||
Senior debt
|
$
|
16.5
|
|
$
|
6.4
|
|
$
|
14.2
|
|
$
|
11.3
|
|
$
|
12.5
|
|
$
|
7.0
|
|
$
|
55.2
|
|
$
|
106.6
|
|
Subordinated debt
|
—
|
|
—
|
|
—
|
|
0.7
|
|
1.2
|
|
0.9
|
|
22.7
|
|
25.5
|
|
||||||||
Trust preferred
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
1.7
|
|
1.7
|
|
||||||||
Customer-related debt
|
12.7
|
|
9.2
|
|
6.3
|
|
5.1
|
|
3.7
|
|
3.6
|
|
25.9
|
|
53.8
|
|
||||||||
Local country and other
|
1.1
|
|
1.0
|
|
3.6
|
|
1.5
|
|
0.1
|
|
0.1
|
|
1.6
|
|
7.9
|
|
||||||||
Total parent and other
|
$
|
30.3
|
|
$
|
16.6
|
|
$
|
24.1
|
|
$
|
18.6
|
|
$
|
17.5
|
|
$
|
11.6
|
|
$
|
107.1
|
|
$
|
195.5
|
|
Bank
|
|
|
|
|
|
|
|
|
||||||||||||||||
FHLB borrowings
|
$
|
7.1
|
|
$
|
5.5
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
5.5
|
|
Securitizations
|
7.9
|
|
4.6
|
|
7.3
|
|
2.3
|
|
2.6
|
|
1.1
|
|
2.8
|
|
20.7
|
|
||||||||
Citibank benchmark senior debt
|
4.8
|
|
8.7
|
|
6.1
|
|
5.6
|
|
—
|
|
2.7
|
|
—
|
|
23.1
|
|
||||||||
Local country and other
|
0.9
|
|
1.9
|
|
0.6
|
|
0.6
|
|
—
|
|
0.6
|
|
0.3
|
|
4.0
|
|
||||||||
Total bank
|
$
|
20.7
|
|
$
|
20.7
|
|
$
|
14.0
|
|
$
|
8.5
|
|
$
|
2.6
|
|
$
|
4.4
|
|
$
|
3.1
|
|
$
|
53.3
|
|
Total long-term debt
|
$
|
51.0
|
|
$
|
37.3
|
|
$
|
38.1
|
|
$
|
27.1
|
|
$
|
20.1
|
|
$
|
16.0
|
|
$
|
110.2
|
|
$
|
248.8
|
|
(i)
|
Citicorp LLC (Citicorp), an existing wholly owned subsidiary of Citigroup, was established as an intermediate holding company (an IHC) for certain of Citigroup’s operating material legal entities;
|
(ii)
|
Citigroup executed an inter-affiliate agreement with Citicorp, Citigroup’s operating material legal entities and certain other affiliated entities pursuant to which Citicorp is required to provide liquidity and capital support to Citigroup’s operating material legal entities in the event Citigroup were to enter bankruptcy proceedings (Citi Support Agreement);
|
(iii)
|
pursuant to the Citi Support Agreement:
|
•
|
Citigroup made an initial contribution of assets, including certain high-quality liquid assets and inter-affiliate loans (Contributable Assets), to Citicorp, and Citicorp became the business as usual funding vehicle for Citigroup’s operating material legal entities;
|
•
|
Citigroup will be obligated to continue to transfer Contributable Assets to Citicorp over time, subject to certain amounts retained by Citigroup to, among
|
•
|
in the event of a Citigroup bankruptcy, Citigroup will be required to contribute most of its remaining assets to Citicorp; and
|
(iv)
|
the obligations of both Citigroup and Citicorp under the Citi Support Agreement, as well as the Contributable Assets, are secured pursuant to a security agreement.
|
|
Securities sold under
agreements to repurchase
|
Other borrowings(1)(2)
|
|||||||||||||||||
In billions of dollars
|
2019
|
2018
|
2017
|
2019
|
2018
|
2017
|
|||||||||||||
Amounts outstanding at year end
|
$
|
166.3
|
|
$
|
177.8
|
|
$
|
156.3
|
|
$
|
93.7
|
|
$
|
96.9
|
|
$
|
105.8
|
|
|
Average outstanding during the year(3)(4)
|
190.2
|
|
172.1
|
|
157.7
|
|
98.8
|
|
108.4
|
|
97.7
|
|
|||||||
Maximum month-end outstanding
|
196.8
|
|
191.2
|
|
163.0
|
|
105.8
|
|
113.5
|
|
112.3
|
|
|||||||
Weighted average interest rate during the year(3)(4)(5)
|
3.29
|
%
|
2.84
|
%
|
1.69
|
%
|
2.49
|
%
|
2.04
|
%
|
1.08
|
%
|
(1)
|
Original maturities of less than one year.
|
(2)
|
Other borrowings include commercial paper, brokerage payables and borrowings from the FHLB and other market participants. See “Average Balances and Interest Rates” below.
|
(3)
|
Interest rates and amounts include the effects of risk management activities associated with the respective liability categories.
|
(4)
|
Average volumes of securities sold under agreements to repurchase are reported net pursuant to ASC 210-20-45; average rates exclude the impact of ASC 210-20-45.
|
(5)
|
Average rates reflect prevailing local interest rates, including inflationary effects and monetary correction in certain countries.
|
|
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
|
Dec. 31, 2019
|
Sept. 30, 2019
|
Dec. 31, 2018
|
||||||
Estimated annualized impact to net interest revenue
|
|
|
|
||||||
U.S. dollar(1)
|
$
|
20
|
|
$
|
292
|
|
$
|
758
|
|
All other currencies
|
606
|
|
605
|
|
661
|
|
|||
Total
|
$
|
626
|
|
$
|
897
|
|
$
|
1,419
|
|
As a percentage of average interest-earning assets
|
0.03
|
%
|
0.05
|
%
|
0.08
|
%
|
|||
Estimated initial impact to AOCI (after-tax)(2)
|
$
|
(5,002
|
)
|
$
|
(4,055
|
)
|
$
|
(3,920
|
)
|
Estimated initial impact on Common Equity Tier 1 Capital ratio (bps)
|
(31
|
)
|
(24
|
)
|
(28
|
)
|
(1)
|
Certain trading-oriented businesses within Citi have accrual-accounted positions that are excluded from the estimated impact to net interest revenue in the table, since these exposures are managed economically in combination with mark-to-market positions. The U.S. dollar interest rate exposure associated with these businesses was $(240) million for a 100 bps instantaneous increase in interest rates as of December 31, 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
|
$
|
20
|
|
$
|
92
|
|
$
|
39
|
|
$
|
(93
|
)
|
$
|
(363
|
)
|
All other currencies
|
606
|
|
558
|
|
34
|
|
(34
|
)
|
(411
|
)
|
|||||
Total
|
$
|
626
|
|
$
|
650
|
|
$
|
73
|
|
$
|
(127
|
)
|
$
|
(774
|
)
|
Estimated initial impact to AOCI (after-tax)(1)
|
$
|
(5,002
|
)
|
$
|
(3,230
|
)
|
$
|
(1,944
|
)
|
$
|
1,570
|
|
$
|
4,389
|
|
Estimated initial impact to Common Equity Tier 1 Capital ratio (bps)
|
(31
|
)
|
(20
|
)
|
(13
|
)
|
9
|
|
26
|
|
(1)
|
Includes the effect of changes in interest rates on AOCI related to investment securities, cash flow hedges and pension liability adjustments.
|
|
For the quarter ended
|
||||||||
In millions of dollars, except as otherwise noted
|
Dec. 31, 2019
|
Sept. 30, 2019
|
Dec. 31, 2018
|
||||||
Change in FX spot rate(1)
|
2.8
|
%
|
(3.0
|
)%
|
(1.6
|
)%
|
|||
Change in TCE due to FX translation, net of hedges
|
$
|
659
|
|
$
|
(1,192
|
)
|
$
|
(491
|
)
|
As a percentage of TCE
|
0.4
|
%
|
(0.8
|
)%
|
(0.3
|
)%
|
|||
Estimated impact to Common Equity Tier 1 Capital ratio (on a fully implemented basis) due
to changes in FX translation, net of hedges (bps)
|
(3
|
)
|
(1
|
)
|
(1
|
)
|
(1)
|
FX spot rate change is a weighted average based on Citi’s quarterly average GAAP capital exposure to foreign countries.
|
In millions of dollars, except as otherwise noted
|
2019
|
|
2018
|
|
2017
|
|
Change
2019 vs. 2018 |
|
Change
2018 vs. 2017 |
|
||||||||
Interest revenue(1)
|
$
|
76,718
|
|
|
$
|
71,082
|
|
|
$
|
62,075
|
|
|
8
|
%
|
|
15
|
%
|
|
Interest expense(2)
|
29,163
|
|
|
24,266
|
|
|
16,518
|
|
|
20
|
|
|
47
|
|
|
|||
Net interest revenue, taxable equivalent basis
|
$
|
47,555
|
|
|
$
|
46,816
|
|
|
$
|
45,557
|
|
|
2
|
%
|
|
3
|
%
|
|
Interest revenue—average rate(3)
|
4.27
|
%
|
|
4.08
|
%
|
|
3.71
|
%
|
|
19
|
|
bps
|
37
|
|
bps
|
|||
Interest expense—average rate
|
2.01
|
|
|
1.77
|
|
|
1.28
|
|
|
24
|
|
bps
|
49
|
|
bps
|
|||
Net interest margin(3)(4)
|
2.65
|
|
|
2.69
|
|
|
2.73
|
|
|
(4
|
)
|
bps
|
(4
|
)
|
bps
|
|||
Interest rate benchmarks
|
|
|
|
|
|
|
|
|
|
|
||||||||
Two-year U.S. Treasury note—average rate
|
1.97
|
%
|
|
2.53
|
%
|
|
1.40
|
%
|
|
(56
|
)
|
bps
|
113
|
|
bps
|
|||
10-year U.S. Treasury note—average rate
|
2.14
|
|
|
2.91
|
|
|
2.33
|
|
|
(77
|
)
|
bps
|
58
|
|
bps
|
|||
10-year vs. two-year spread
|
17
|
|
bps
|
38
|
|
bps
|
93
|
|
bps
|
|
|
|
|
|
(1)
|
Net interest revenue includes the taxable equivalent adjustments related to the tax-exempt bond portfolio (based on the U.S. federal statutory tax rates of 21% in 2019 and 2018 and 35% in 2017) of $208 million, $254 million and $496 million for 2019, 2018 and 2017, respectively.
|
(2)
|
Interest expense associated with certain hybrid financial instruments, which are classified as Long-term debt and accounted for at fair value, is reported together
|
(3)
|
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.
|
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Net interest revenue—taxable equivalent basis(1) per above
|
$
|
47,555
|
|
$
|
46,816
|
|
$
|
45,557
|
|
ICG Markets net interest revenue—taxable equivalent basis(1)
|
4,372
|
|
4,506
|
|
5,741
|
|
|||
Net interest revenue excluding ICG Markets—taxable equivalent basis(1)
|
$
|
43,183
|
|
$
|
42,310
|
|
$
|
39,816
|
|
(1)
|
Net interest revenue includes the taxable equivalent adjustments related to the tax-exempt bond portfolio (based on the U.S. federal statutory tax rates of 21% in 2019 and 2018 and 35% in 2017) of $208 million, $254 million and $496 million for 2019, 2018 and 2017, respectively.
|
|
Average volume
|
Interest revenue
|
% Average rate
|
|||||||||||||||||||||
In millions of dollars, except rates
|
2019
|
2018
|
2017
|
2019
|
2018
|
2017
|
2019
|
2018
|
2017
|
|||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Deposits with banks(4)
|
$
|
188,523
|
|
$
|
177,294
|
|
$
|
169,385
|
|
$
|
2,682
|
|
$
|
2,203
|
|
$
|
1,635
|
|
1.42
|
%
|
1.24
|
%
|
0.97
|
%
|
Securities borrowed and purchased under agreements to resell(5)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
In U.S. offices
|
$
|
146,030
|
|
$
|
149,879
|
|
$
|
141,308
|
|
$
|
4,752
|
|
$
|
3,818
|
|
$
|
1,922
|
|
3.25
|
%
|
2.55
|
%
|
1.36
|
%
|
In offices outside the U.S.(4)
|
119,550
|
|
117,695
|
|
106,606
|
|
2,133
|
|
1,674
|
|
1,327
|
|
1.78
|
|
1.42
|
|
1.24
|
|
||||||
Total
|
$
|
265,580
|
|
$
|
267,574
|
|
$
|
247,914
|
|
$
|
6,885
|
|
$
|
5,492
|
|
$
|
3,249
|
|
2.59
|
%
|
2.05
|
%
|
1.31
|
%
|
Trading account assets(6)(7)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
In U.S. offices
|
$
|
109,064
|
|
$
|
94,065
|
|
$
|
99,755
|
|
$
|
4,099
|
|
$
|
3,706
|
|
$
|
3,531
|
|
3.76
|
%
|
3.94
|
%
|
3.54
|
%
|
In offices outside the U.S.(4)
|
131,217
|
|
115,601
|
|
104,197
|
|
3,589
|
|
2,615
|
|
2,117
|
|
2.74
|
|
2.26
|
|
2.03
|
|
||||||
Total
|
$
|
240,281
|
|
$
|
209,666
|
|
$
|
203,952
|
|
$
|
7,688
|
|
$
|
6,321
|
|
$
|
5,648
|
|
3.20
|
%
|
3.01
|
%
|
2.77
|
%
|
Investments
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
In U.S. offices
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Taxable
|
$
|
221,895
|
|
$
|
228,686
|
|
$
|
226,227
|
|
$
|
5,162
|
|
$
|
5,331
|
|
$
|
4,450
|
|
2.33
|
%
|
2.33
|
%
|
1.97
|
%
|
Exempt from U.S. income tax
|
15,227
|
|
17,199
|
|
18,152
|
|
577
|
|
706
|
|
775
|
|
3.79
|
|
4.10
|
|
4.27
|
|
||||||
In offices outside the U.S.(4)
|
117,529
|
|
104,033
|
|
106,040
|
|
4,222
|
|
3,600
|
|
3,309
|
|
3.59
|
|
3.46
|
|
3.12
|
|
||||||
Total
|
$
|
354,651
|
|
$
|
349,918
|
|
$
|
350,419
|
|
$
|
9,961
|
|
$
|
9,637
|
|
$
|
8,534
|
|
2.81
|
%
|
2.75
|
%
|
2.44
|
%
|
Loans (net of unearned income)(8)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
In U.S. offices
|
$
|
395,792
|
|
$
|
385,350
|
|
$
|
371,711
|
|
$
|
30,563
|
|
$
|
28,627
|
|
$
|
25,944
|
|
7.72
|
%
|
7.43
|
%
|
6.98
|
%
|
In offices outside the U.S.(4)
|
288,319
|
|
285,505
|
|
267,774
|
|
17,266
|
|
17,129
|
|
15,904
|
|
5.99
|
|
6.00
|
|
5.94
|
|
||||||
Total
|
$
|
684,111
|
|
$
|
670,855
|
|
$
|
639,485
|
|
$
|
47,829
|
|
$
|
45,756
|
|
$
|
41,848
|
|
6.99
|
%
|
6.82
|
%
|
6.54
|
%
|
Other interest-earning assets(9)
|
$
|
64,322
|
|
$
|
67,269
|
|
$
|
60,626
|
|
$
|
1,673
|
|
$
|
1,673
|
|
$
|
1,161
|
|
2.60
|
%
|
2.49
|
%
|
1.92
|
%
|
Total interest-earning assets
|
$
|
1,797,468
|
|
$
|
1,742,576
|
|
$
|
1,671,781
|
|
$
|
76,718
|
|
$
|
71,082
|
|
$
|
62,075
|
|
4.27
|
%
|
4.08
|
%
|
3.71
|
%
|
Non-interest-earning assets(6)
|
$
|
181,341
|
|
$
|
177,654
|
|
$
|
203,657
|
|
|
|
|
|
|
|
|||||||||
Total assets
|
$
|
1,978,809
|
|
$
|
1,920,230
|
|
$
|
1,875,438
|
|
|
|
|
|
|
|
(1)
|
Net interest revenue includes the taxable equivalent adjustments related to the tax-exempt bond portfolio (based on the U.S. federal statutory tax rates of 21% in 2019 and 2018 and 35% in 2017) of $208 million, $254 million and $496 million for 2019, 2018 and 2017, respectively.
|
(2)
|
Interest rates and amounts include the effects of risk management activities associated with the respective asset categories.
|
(3)
|
Monthly or quarterly averages have been used by certain subsidiaries where daily averages are unavailable.
|
(4)
|
Average rates reflect prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.
|
(5)
|
Average volumes of securities borrowed or purchased under agreements to resell are reported net pursuant to ASC 210-20-45. However, Interest revenue excludes the impact of ASC 210-20-45.
|
(6)
|
The fair value carrying amounts of derivative contracts are reported net, pursuant to ASC 815-10-45, in Non-interest-earning assets and Other non-interest-bearing liabilities.
|
(7)
|
Interest expense on Trading account liabilities of ICG is reported as a reduction of Interest revenue. Interest revenue and Interest expense on cash collateral positions are reported in interest on Trading account assets and Trading account liabilities, respectively.
|
(8)
|
Includes cash-basis loans.
|
(9)
|
Includes brokerage receivables.
|
|
Average volume
|
Interest expense
|
% Average rate
|
|||||||||||||||||||||
In millions of dollars, except rates
|
2019
|
2018
|
2017
|
2019
|
2018
|
2017
|
2019
|
2018
|
2017
|
|||||||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Deposits
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
In U.S. offices(4)
|
$
|
388,948
|
|
$
|
338,060
|
|
$
|
313,094
|
|
$
|
6,304
|
|
$
|
4,500
|
|
$
|
2,530
|
|
1.62
|
%
|
1.33
|
%
|
0.81
|
%
|
In offices outside the U.S.(5)
|
487,318
|
|
453,793
|
|
436,949
|
|
6,329
|
|
5,116
|
|
4,057
|
|
1.30
|
|
1.13
|
|
0.93
|
|
||||||
Total
|
$
|
876,266
|
|
$
|
791,853
|
|
$
|
750,043
|
|
$
|
12,633
|
|
$
|
9,616
|
|
$
|
6,587
|
|
1.44
|
%
|
1.21
|
%
|
0.88
|
%
|
Securities loaned and sold under agreements to repurchase(6)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
In U.S. offices
|
$
|
112,876
|
|
$
|
102,843
|
|
$
|
96,258
|
|
$
|
4,194
|
|
$
|
3,320
|
|
$
|
1,574
|
|
3.72
|
%
|
3.23
|
%
|
1.64
|
%
|
In offices outside the U.S.(5)
|
77,283
|
|
69,264
|
|
61,434
|
|
2,069
|
|
1,569
|
|
1,087
|
|
2.68
|
|
2.27
|
|
1.77
|
|
||||||
Total
|
$
|
190,159
|
|
$
|
172,107
|
|
$
|
157,692
|
|
$
|
6,263
|
|
$
|
4,889
|
|
$
|
2,661
|
|
3.29
|
%
|
2.84
|
%
|
1.69
|
%
|
Trading account liabilities(7)(8)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
In U.S. offices
|
$
|
37,099
|
|
$
|
37,305
|
|
$
|
33,399
|
|
$
|
818
|
|
$
|
612
|
|
$
|
380
|
|
2.20
|
%
|
1.64
|
%
|
1.14
|
%
|
In offices outside the U.S.(5)
|
51,817
|
|
58,919
|
|
57,149
|
|
490
|
|
389
|
|
258
|
|
0.95
|
|
0.66
|
|
0.45
|
|
||||||
Total
|
$
|
88,916
|
|
$
|
96,224
|
|
$
|
90,548
|
|
$
|
1,308
|
|
$
|
1,001
|
|
$
|
638
|
|
1.47
|
%
|
1.04
|
%
|
0.70
|
%
|
Short-term borrowings(9)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
In U.S. offices
|
$
|
78,230
|
|
$
|
85,009
|
|
$
|
74,825
|
|
$
|
2,138
|
|
$
|
1,885
|
|
$
|
684
|
|
2.73
|
%
|
2.22
|
%
|
0.91
|
%
|
In offices outside the U.S.(5)
|
20,575
|
|
23,402
|
|
22,837
|
|
327
|
|
324
|
|
375
|
|
1.59
|
|
1.38
|
|
1.64
|
|
||||||
Total
|
$
|
98,805
|
|
$
|
108,411
|
|
$
|
97,662
|
|
$
|
2,465
|
|
$
|
2,209
|
|
$
|
1,059
|
|
2.49
|
%
|
2.04
|
%
|
1.08
|
%
|
Long-term debt(10)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
In U.S. offices
|
$
|
193,972
|
|
$
|
197,933
|
|
$
|
192,079
|
|
$
|
6,398
|
|
$
|
6,386
|
|
$
|
5,382
|
|
3.30
|
%
|
3.23
|
%
|
2.80
|
%
|
In offices outside the U.S.(5)
|
4,803
|
|
4,895
|
|
4,615
|
|
96
|
|
165
|
|
191
|
|
2.00
|
|
3.37
|
|
4.14
|
|
||||||
Total
|
$
|
198,775
|
|
$
|
202,828
|
|
$
|
196,694
|
|
$
|
6,494
|
|
$
|
6,551
|
|
$
|
5,573
|
|
3.27
|
%
|
3.23
|
%
|
2.83
|
%
|
Total interest-bearing liabilities
|
$
|
1,452,921
|
|
$
|
1,371,423
|
|
$
|
1,292,639
|
|
$
|
29,163
|
|
$
|
24,266
|
|
$
|
16,518
|
|
2.01
|
%
|
1.77
|
%
|
1.28
|
%
|
Demand deposits in U.S. offices
|
$
|
27,737
|
|
$
|
33,398
|
|
$
|
37,824
|
|
|
|
|
|
|
|
|||||||||
Other non-interest-bearing liabilities(7)
|
301,813
|
|
315,862
|
|
316,129
|
|
|
|
|
|
|
|
||||||||||||
Total liabilities
|
$
|
1,782,471
|
|
$
|
1,720,683
|
|
$
|
1,646,592
|
|
|
|
|
|
|
|
|||||||||
Citigroup stockholders’ equity
|
$
|
195,632
|
|
$
|
198,681
|
|
$
|
227,849
|
|
|
|
|
|
|
|
|||||||||
Noncontrolling interests
|
706
|
|
866
|
|
997
|
|
|
|
|
|
|
|
||||||||||||
Total equity
|
$
|
196,338
|
|
$
|
199,547
|
|
$
|
228,846
|
|
|
|
|
|
|
|
|||||||||
Total liabilities and stockholders’ equity
|
$
|
1,978,809
|
|
$
|
1,920,230
|
|
$
|
1,875,438
|
|
|
|
|
|
|
|
|||||||||
Net interest revenue as a percentage of average interest-earning assets(11)
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
In U.S. offices
|
$
|
1,017,021
|
|
$
|
992,543
|
|
$
|
970,439
|
|
$
|
28,466
|
|
$
|
28,157
|
|
$
|
27,551
|
|
2.80
|
%
|
2.84
|
%
|
2.84
|
%
|
In offices outside the U.S.(6)
|
780,447
|
|
750,033
|
|
701,342
|
|
19,089
|
|
18,659
|
|
18,006
|
|
2.45
|
|
2.49
|
|
2.57
|
|
||||||
Total
|
$
|
1,797,468
|
|
$
|
1,742,576
|
|
$
|
1,671,781
|
|
$
|
47,555
|
|
$
|
46,816
|
|
$
|
45,557
|
|
2.65
|
%
|
2.69
|
%
|
2.73
|
%
|
(1)
|
Net interest revenue includes the taxable equivalent adjustments related to the tax-exempt bond portfolio (based on the U.S. federal statutory tax rates of 21% in 2019 and 2018 and 35% in 2017) of $208 million, $254 million and $496 million for 2019, 2018 and 2017, 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.
|
|
2019 vs. 2018
|
2018 vs. 2017
|
||||||||||||||||
|
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)
|
$
|
146
|
|
$
|
333
|
|
$
|
479
|
|
$
|
79
|
|
$
|
489
|
|
$
|
568
|
|
Securities borrowed and purchased under agreements to resell
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
(100
|
)
|
$
|
1,034
|
|
$
|
934
|
|
$
|
123
|
|
$
|
1,773
|
|
$
|
1,896
|
|
In offices outside the U.S.(3)
|
27
|
|
432
|
|
459
|
|
146
|
|
201
|
|
347
|
|
||||||
Total
|
$
|
(73
|
)
|
$
|
1,466
|
|
$
|
1,393
|
|
$
|
269
|
|
$
|
1,974
|
|
$
|
2,243
|
|
Trading account assets(4)
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
570
|
|
$
|
(177
|
)
|
$
|
393
|
|
$
|
(209
|
)
|
$
|
384
|
|
$
|
175
|
|
In offices outside the U.S.(3)
|
382
|
|
592
|
|
974
|
|
245
|
|
253
|
|
498
|
|
||||||
Total
|
$
|
952
|
|
$
|
415
|
|
$
|
1,367
|
|
$
|
36
|
|
$
|
637
|
|
$
|
673
|
|
Investments(1)
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
(213
|
)
|
$
|
(85
|
)
|
$
|
(298
|
)
|
$
|
32
|
|
$
|
780
|
|
$
|
812
|
|
In offices outside the U.S.(3)
|
481
|
|
141
|
|
622
|
|
(64
|
)
|
355
|
|
291
|
|
||||||
Total
|
$
|
268
|
|
$
|
56
|
|
$
|
324
|
|
$
|
(32
|
)
|
$
|
1,135
|
|
$
|
1,103
|
|
Loans (net of unearned income)(5)
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
789
|
|
$
|
1,149
|
|
$
|
1,938
|
|
$
|
974
|
|
$
|
1,709
|
|
$
|
2,683
|
|
In offices outside the U.S.(3)
|
169
|
|
(34
|
)
|
135
|
|
1,062
|
|
163
|
|
1,225
|
|
||||||
Total
|
$
|
958
|
|
$
|
1,115
|
|
$
|
2,073
|
|
$
|
2,036
|
|
$
|
1,872
|
|
$
|
3,908
|
|
Other interest-earning assets(6)
|
$
|
(75
|
)
|
$
|
75
|
|
$
|
—
|
|
$
|
137
|
|
$
|
375
|
|
$
|
512
|
|
Total interest revenue
|
$
|
2,176
|
|
$
|
3,460
|
|
$
|
5,636
|
|
$
|
2,525
|
|
$
|
6,482
|
|
$
|
9,007
|
|
(1)
|
The taxable equivalent adjustments related to the tax-exempt bond portfolio, based on the U.S. federal statutory tax rates of 21% in 2019 and 2018 and 35% in 2017, are 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.
|
|
2019 vs. 2018
|
2018 vs. 2017
|
||||||||||||||||
|
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
|
$
|
738
|
|
$
|
1,066
|
|
$
|
1,804
|
|
$
|
216
|
|
$
|
1,754
|
|
$
|
1,970
|
|
In offices outside the U.S.(3)
|
397
|
|
816
|
|
1,213
|
|
162
|
|
897
|
|
1,059
|
|
||||||
Total
|
$
|
1,135
|
|
$
|
1,882
|
|
$
|
3,017
|
|
$
|
378
|
|
$
|
2,651
|
|
$
|
3,029
|
|
Securities loaned and sold under agreements to repurchase
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
343
|
|
$
|
531
|
|
$
|
874
|
|
$
|
115
|
|
$
|
1,631
|
|
$
|
1,746
|
|
In offices outside the U.S.(3)
|
194
|
|
306
|
|
500
|
|
151
|
|
331
|
|
482
|
|
||||||
Total
|
$
|
537
|
|
$
|
837
|
|
$
|
1,374
|
|
$
|
266
|
|
$
|
1,962
|
|
$
|
2,228
|
|
Trading account liabilities(4)
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
(3
|
)
|
$
|
209
|
|
$
|
206
|
|
$
|
49
|
|
$
|
183
|
|
$
|
232
|
|
In offices outside the U.S.(3)
|
(51
|
)
|
152
|
|
101
|
|
8
|
|
123
|
|
131
|
|
||||||
Total
|
$
|
(54
|
)
|
$
|
361
|
|
$
|
307
|
|
$
|
57
|
|
$
|
306
|
|
$
|
363
|
|
Short-term borrowings(5)
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
(159
|
)
|
$
|
412
|
|
$
|
253
|
|
$
|
105
|
|
$
|
1,096
|
|
$
|
1,201
|
|
In offices outside the U.S.(3)
|
(42
|
)
|
45
|
|
3
|
|
9
|
|
(60
|
)
|
(51
|
)
|
||||||
Total
|
$
|
(201
|
)
|
$
|
457
|
|
$
|
256
|
|
$
|
114
|
|
$
|
1,036
|
|
$
|
1,150
|
|
Long-term debt
|
|
|
|
|
|
|
||||||||||||
In U.S. offices
|
$
|
(129
|
)
|
$
|
141
|
|
$
|
12
|
|
$
|
168
|
|
$
|
836
|
|
$
|
1,004
|
|
In offices outside the U.S.(3)
|
(3
|
)
|
(66
|
)
|
(69
|
)
|
11
|
|
(37
|
)
|
(26
|
)
|
||||||
Total
|
$
|
(132
|
)
|
$
|
75
|
|
$
|
(57
|
)
|
$
|
179
|
|
$
|
799
|
|
$
|
978
|
|
Total interest expense
|
$
|
1,285
|
|
$
|
3,612
|
|
$
|
4,897
|
|
$
|
994
|
|
$
|
6,754
|
|
$
|
7,748
|
|
Net interest revenue
|
$
|
891
|
|
$
|
(152
|
)
|
$
|
739
|
|
$
|
1,531
|
|
$
|
(272
|
)
|
$
|
1,259
|
|
(1)
|
The taxable equivalent adjustments related to the tax-exempt bond portfolio, based on the U.S. federal statutory tax rates of 21% in 2019 and 2018 and 35% in 2017, are 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.
|
•
|
factor sensitivities;
|
•
|
value at risk (VAR); and
|
•
|
stress testing.
|
Daily Trading-Related Revenue (Loss)(1)— Twelve Months ended December 31, 2019
In millions of dollars |
(1)
|
Reflects the effects of asymmetrical accounting for economic hedges of certain AFS debt securities. Specifically, the change in the fair value of hedging derivatives is included in trading-related revenue, while the offsetting change in the fair value of hedged AFS debt securities is included in AOCI and not reflected above.
|
In millions of dollars
|
December 31, 2019
|
2019 Average
|
December 31, 2018
|
2018 Average
|
||||||||
Interest rate
|
$
|
32
|
|
$
|
35
|
|
$
|
48
|
|
$
|
60
|
|
Credit spread
|
44
|
|
44
|
|
55
|
|
47
|
|
||||
Covariance adjustment(1)
|
(27
|
)
|
(23
|
)
|
(23
|
)
|
(24
|
)
|
||||
Fully diversified interest rate and credit spread(2)
|
$
|
49
|
|
$
|
56
|
|
$
|
80
|
|
$
|
83
|
|
Foreign exchange
|
22
|
|
23
|
|
18
|
|
25
|
|
||||
Equity
|
21
|
|
16
|
|
25
|
|
22
|
|
||||
Commodity
|
13
|
|
24
|
|
23
|
|
19
|
|
||||
Covariance adjustment(1)
|
(52
|
)
|
(62
|
)
|
(66
|
)
|
(67
|
)
|
||||
Total trading VAR—all market risk factors, including general and specific risk (excluding credit portfolios)(2)
|
$
|
53
|
|
$
|
57
|
|
$
|
80
|
|
$
|
82
|
|
Specific risk-only component(3)
|
$
|
3
|
|
$
|
2
|
|
$
|
4
|
|
$
|
4
|
|
Total trading VAR—general market risk factors only (excluding credit portfolios)
|
$
|
50
|
|
$
|
55
|
|
$
|
76
|
|
$
|
78
|
|
Incremental impact of the credit portfolio(4)
|
$
|
30
|
|
$
|
14
|
|
$
|
18
|
|
$
|
10
|
|
Total trading and credit portfolio VAR
|
$
|
83
|
|
$
|
71
|
|
$
|
98
|
|
$
|
92
|
|
(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.
|
|
2019
|
2018
|
||||||||||
In millions of dollars
|
Low
|
High
|
Low
|
High
|
||||||||
Interest rate
|
$
|
25
|
|
$
|
58
|
|
$
|
34
|
|
$
|
89
|
|
Credit spread
|
36
|
|
55
|
|
38
|
|
64
|
|
||||
Fully diversified interest rate and credit spread
|
$
|
43
|
|
$
|
89
|
|
$
|
59
|
|
$
|
118
|
|
Foreign exchange
|
12
|
|
34
|
|
13
|
|
44
|
|
||||
Equity
|
7
|
|
29
|
|
15
|
|
33
|
|
||||
Commodity
|
12
|
|
75
|
|
13
|
|
27
|
|
||||
Total trading
|
$
|
38
|
|
$
|
87
|
|
$
|
56
|
|
$
|
120
|
|
Total trading and credit portfolio
|
54
|
|
103
|
|
66
|
|
124
|
|
In millions of dollars
|
Dec. 31, 2019
|
||
Total—all market risk factors, including general and specific risk
|
$
|
53
|
|
Average—during year
|
$
|
57
|
|
High—during year
|
86
|
|
|
Low—during year
|
38
|
|
Regulatory Trading VAR and Associated Buy-and-Hold Profit and Loss(1)—12 Months ended December 31, 2019
In millions of dollars
|
(1)
|
Buy-and-hold profit and loss, as defined by the banking regulators under Basel III, represents the daily mark-to-market revenue movement attributable to the trading position from the close of the previous business day. Buy-and-hold profit and loss excludes realized trading revenue and net interest intra-day trading profit and loss on new and terminated trades, as well as changes in reserves. Therefore, it is not comparable to the trading-related revenue presented in the chart of daily trading-related revenue above.
|
•
|
fraud, theft and unauthorized activity;
|
•
|
employment practices and workplace environment;
|
•
|
clients, products and business practices;
|
•
|
physical assets and infrastructure; and
|
•
|
execution, delivery and process management.
|
•
|
identify and assess key operational risks;
|
•
|
design controls to mitigate identified risks;
|
•
|
establish key risk indicators;
|
•
|
implement a process for early problem recognition and timely escalation;
|
•
|
produce comprehensive operational risk reporting; and
|
•
|
ensure that sufficient resources are available to actively improve the operational risk environment and mitigate emerging risks.
|
•
|
Maintain and oversee an integrated CRM Policy that facilitates enterprise-wide compliance with local, national or cross-border laws, rules or regulations, Citi’s internal policies, standards and procedures and relevant standards of conduct;
|
•
|
Assess compliance risks and issues across product lines, functions and geographies, supported by globally consistent systems and compliance risk management processes;
|
•
|
Drive and embed a culture of compliance and control throughout Citi; and
|
•
|
Provide compliance risk data aggregation and reporting capabilities.
|
•
|
Identifying regulatory changes and performing the impact assessment, as well as capturing and monitoring adherence to existing regulatory requirements.
|
•
|
Establishing, maintaining and adhering to policies, standards and procedures for the management of compliance risk, in accordance with policy governance requirements.
|
•
|
Developing and providing training to support the effective execution of roles and responsibilities related to the identification, control, reporting and escalation of matters related to compliance risks.
|
•
|
Self-assessment (e.g., Managers Control Assessment) of compliance risk.
|
•
|
ICRM is responsible for independently assessing the management of compliance risks.
|
•
|
Independently testing and monitoring that Citi is operating within the Compliance Risk Appetite. Identifying instances of non-conformance with laws, regulations, rules and breaches of internal policies.
|
•
|
Escalating through the appropriate channels, which may include governance forums, the results of monitoring, testing, reporting or other oversight activities that may represent a violation of law, regulation, policy or other significant compliance risk and take reasonable action to see that the matter is appropriately identified, tracked and resolved, including through the issuance of corrective action plans against the first line of defense.
|
•
|
the enhancement of Citi’s European bank in Ireland, supported by its substantial European branch network to ensure business continuity for its EU clients;
|
•
|
the conversion of Citi’s banking subsidiary in Germany into Citi’s EU investment firm to support broker-dealer activities with EU clients;
|
•
|
the establishment of a new U.K. consumer bank to focus on servicing consumer business clients in the U.K.; and
|
•
|
the amendments to existing U.K. legal entities or branches, where required, to ensure continuity of services to U.K. and non-EU clients.
|
(1)
|
ICG loans reflect funded corporate loans and private bank loans, net of unearned income. As of December 31, 2019, private bank loans in the table above totaled $30 billion, concentrated in Hong Kong ($9.3 billion), Singapore ($7.6 billion) and the U.K. ($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. Investment securities are reflected in the country that holds, not issues, the investments.
|
(6)
|
Trading account assets are shown on a net basis and include issuer risk on cash products and derivative exposure where the underlying reference entity/issuer is located in that country.
|
•
|
Amounts are based on the domicile of the ultimate obligor, counterparty, collateral (only including qualifying liquid collateral), issuer or guarantor, as applicable (e.g., a security recorded by a Citi U.S. entity but issued by the U.K. government is considered U.K. exposure; a loan recorded by a Citi Mexico entity to a customer domiciled in Mexico where the underlying collateral is held in Germany is considered German exposure).
|
•
|
Amounts do not consider the benefit of collateral received for secured financing transactions (i.e., repurchase agreements, reverse repurchase agreements and securities loaned and borrowed) and are reported based on notional amounts.
|
•
|
Netting of derivative receivables and payables, reported at fair value, is permitted, but only under a legally binding netting agreement with the same specific counterparty, and does not include the benefit of margin received or hedges.
|
•
|
Credit default swaps (CDS) are included based on the gross notional amount sold and purchased and do not include any offsetting CDS on the same underlying entity.
|
•
|
Loans are reported without the benefit of hedges.
|
|
December 31, 2019
|
|||||||||||||||||||||||||||||
|
Cross-border claims on third parties and local country assets
|
|||||||||||||||||||||||||||||
In billions of U.S. dollars
|
Banks (a)
|
Public (a)
|
NBFIs(1) (a)
|
Other (corporate
and households) (a)
|
Trading
assets(2) (included in (a))
|
Short-term claims(2) (included in (a))
|
Total outstanding(3) (sum of (a))
|
Commitments
and
guarantees(4)
|
Credit derivatives purchased(5)
|
Credit derivatives
sold(5)
|
||||||||||||||||||||
Cayman Islands
|
$
|
—
|
|
$
|
—
|
|
$
|
96.8
|
|
$
|
10.3
|
|
$
|
5.3
|
|
$
|
75.9
|
|
$
|
107.1
|
|
$
|
10.0
|
|
$
|
—
|
|
$
|
—
|
|
United Kingdom
|
13.3
|
|
24.4
|
|
34.8
|
|
20.6
|
|
12.9
|
|
61.3
|
|
93.1
|
|
23.2
|
|
71.6
|
|
71.6
|
|
||||||||||
Japan
|
32.7
|
|
33.3
|
|
7.8
|
|
6.5
|
|
13.1
|
|
57.4
|
|
80.3
|
|
4.7
|
|
18.7
|
|
17.1
|
|
||||||||||
Mexico
|
2.8
|
|
26.3
|
|
9.4
|
|
35.2
|
|
5.5
|
|
37.0
|
|
73.7
|
|
22.4
|
|
8.9
|
|
8.8
|
|
||||||||||
Germany
|
6.8
|
|
29.8
|
|
7.7
|
|
9.7
|
|
9.3
|
|
33.6
|
|
54.0
|
|
13.1
|
|
48.0
|
|
46.4
|
|
||||||||||
France
|
8.4
|
|
6.8
|
|
22.2
|
|
7.5
|
|
9.6
|
|
35.3
|
|
44.9
|
|
29.0
|
|
56.0
|
|
54.3
|
|
||||||||||
Singapore
|
2.3
|
|
17.7
|
|
7.2
|
|
16.1
|
|
2.8
|
|
36.1
|
|
43.3
|
|
12.0
|
|
2.0
|
|
1.9
|
|
||||||||||
South Korea
|
2.0
|
|
16.0
|
|
1.7
|
|
21.7
|
|
2.6
|
|
31.4
|
|
41.4
|
|
12.0
|
|
13.9
|
|
13.0
|
|
||||||||||
India
|
1.7
|
|
12.9
|
|
3.1
|
|
16.3
|
|
2.7
|
|
23.4
|
|
34.0
|
|
10.8
|
|
2.3
|
|
2.0
|
|
||||||||||
Hong Kong
|
0.6
|
|
10.2
|
|
3.0
|
|
20.0
|
|
4.1
|
|
27.9
|
|
33.8
|
|
13.7
|
|
2.2
|
|
2.0
|
|
||||||||||
Australia
|
4.8
|
|
8.7
|
|
4.7
|
|
12.9
|
|
7.9
|
|
20.6
|
|
31.1
|
|
11.8
|
|
7.4
|
|
7.3
|
|
||||||||||
China
|
3.4
|
|
11.0
|
|
3.1
|
|
12.7
|
|
3.9
|
|
25.3
|
|
30.2
|
|
5.1
|
|
12.8
|
|
11.6
|
|
||||||||||
Brazil
|
3.3
|
|
13.3
|
|
1.8
|
|
11.0
|
|
6.1
|
|
20.8
|
|
29.4
|
|
3.2
|
|
8.1
|
|
8.2
|
|
||||||||||
Canada
|
2.9
|
|
4.7
|
|
11.5
|
|
5.0
|
|
3.1
|
|
13.5
|
|
24.1
|
|
14.7
|
|
4.3
|
|
5.1
|
|
||||||||||
Netherlands
|
6.8
|
|
8.5
|
|
3.9
|
|
4.6
|
|
4.6
|
|
15.7
|
|
23.8
|
|
11.0
|
|
26.9
|
|
26.5
|
|
||||||||||
Taiwan
|
0.6
|
|
6.8
|
|
1.6
|
|
14.3
|
|
2.9
|
|
13.2
|
|
23.3
|
|
14.6
|
|
0.1
|
|
0.1
|
|
||||||||||
Italy
|
3.3
|
|
15.9
|
|
0.7
|
|
1.7
|
|
12.8
|
|
14.9
|
|
21.6
|
|
2.5
|
|
44.5
|
|
44.0
|
|
||||||||||
Switzerland
|
1.2
|
|
14.5
|
|
1.1
|
|
4.6
|
|
2.2
|
|
18.1
|
|
21.4
|
|
8.2
|
|
17.8
|
|
17.3
|
|
||||||||||
Ireland
|
0.2
|
|
0.3
|
|
8.9
|
|
5.4
|
|
4.2
|
|
12.9
|
|
14.8
|
|
5.4
|
|
1.6
|
|
1.8
|
|
|
December 31, 2018
|
|||||||||||||||||||||||||||||
|
Cross-border claims on third parties and local country assets
|
|||||||||||||||||||||||||||||
In billions of U.S. dollars
|
Banks (a)
|
Public (a)
|
NBFIs(1) (a)
|
Other
(corporate
and households) (a)
|
Trading
assets(2) (included in (a))
|
Short-term claims(2) (included in (a))
|
Total outstanding(3) (sum of (a))
|
Commitments
and
guarantees(4)
|
Credit derivatives purchased(5)
|
Credit derivatives
sold(5)
|
||||||||||||||||||||
United Kingdom
|
$
|
14.6
|
|
$
|
23.5
|
|
$
|
35.7
|
|
$
|
22.4
|
|
$
|
12.3
|
|
$
|
67.8
|
|
$
|
96.2
|
|
$
|
25.1
|
|
$
|
74.3
|
|
$
|
76.4
|
|
Cayman Islands
|
—
|
|
—
|
|
81.6
|
|
9.2
|
|
5.4
|
|
62.5
|
|
90.8
|
|
5.0
|
|
—
|
|
—
|
|
||||||||||
Japan
|
31.4
|
|
28.8
|
|
8.4
|
|
7.8
|
|
13.6
|
|
40.7
|
|
76.4
|
|
4.0
|
|
19.9
|
|
18.3
|
|
||||||||||
Mexico
|
3.1
|
|
24.5
|
|
7.4
|
|
34.7
|
|
6.0
|
|
29.1
|
|
69.7
|
|
20.2
|
|
7.3
|
|
7.6
|
|
||||||||||
Germany
|
6.3
|
|
45.6
|
|
7.2
|
|
7.6
|
|
6.6
|
|
49.8
|
|
66.7
|
|
10.7
|
|
51.3
|
|
50.2
|
|
||||||||||
France
|
12.4
|
|
8.5
|
|
30.7
|
|
5.6
|
|
9.1
|
|
49.5
|
|
57.2
|
|
30.7
|
|
59.9
|
|
58.5
|
|
||||||||||
South Korea
|
1.5
|
|
17.8
|
|
3.0
|
|
22.6
|
|
1.8
|
|
33.2
|
|
44.9
|
|
12.1
|
|
12.2
|
|
12.2
|
|
||||||||||
Singapore
|
2.3
|
|
22.5
|
|
4.4
|
|
13.4
|
|
1.7
|
|
32.3
|
|
42.6
|
|
11.4
|
|
1.9
|
|
1.9
|
|
||||||||||
India
|
3.3
|
|
12.7
|
|
3.3
|
|
15.3
|
|
4.3
|
|
22.5
|
|
34.6
|
|
9.7
|
|
2.5
|
|
2.0
|
|
||||||||||
Hong Kong
|
0.9
|
|
11.2
|
|
3.2
|
|
16.9
|
|
3.9
|
|
27.5
|
|
32.2
|
|
14.6
|
|
2.2
|
|
2.2
|
|
||||||||||
China
|
5.0
|
|
11.3
|
|
3.0
|
|
12.3
|
|
4.5
|
|
20.6
|
|
31.6
|
|
4.2
|
|
15.6
|
|
14.6
|
|
||||||||||
Australia
|
3.1
|
|
7.8
|
|
4.8
|
|
13.4
|
|
7.1
|
|
14.4
|
|
29.1
|
|
12.1
|
|
10.6
|
|
10.5
|
|
||||||||||
Brazil
|
3.8
|
|
10.4
|
|
1.4
|
|
10.9
|
|
5.0
|
|
16.8
|
|
26.5
|
|
2.6
|
|
8.4
|
|
8.1
|
|
||||||||||
Taiwan
|
0.7
|
|
7.4
|
|
3.2
|
|
12.6
|
|
1.6
|
|
18.7
|
|
23.9
|
|
13.0
|
|
0.1
|
|
0.1
|
|
||||||||||
Netherlands
|
6.8
|
|
9.0
|
|
3.2
|
|
4.7
|
|
3.7
|
|
14.7
|
|
23.7
|
|
8.6
|
|
28.4
|
|
28.3
|
|
||||||||||
Canada
|
3.2
|
|
4.0
|
|
9.9
|
|
5.2
|
|
2.8
|
|
15.5
|
|
22.3
|
|
13.8
|
|
5.3
|
|
6.2
|
|
||||||||||
Switzerland
|
1.4
|
|
13.9
|
|
1.1
|
|
3.6
|
|
1.6
|
|
5.1
|
|
20.0
|
|
6.0
|
|
19.7
|
|
19.6
|
|
||||||||||
Italy
|
3.4
|
|
11.0
|
|
0.8
|
|
1.6
|
|
7.9
|
|
10.5
|
|
16.8
|
|
2.5
|
|
51.3
|
|
51.5
|
|
(1)
|
Non-bank financial institutions.
|
(2)
|
Included in total outstanding.
|
(3)
|
Total outstanding includes cross-border claims on third parties, as well as local country assets. Cross-border claims on third parties include cross-border loans, securities, deposits with banks and other monetary assets, as well as net revaluation gains on foreign exchange and derivative products.
|
(4)
|
Commitments (not included in total outstanding) include legally binding cross-border letters of credit and other commitments and contingencies as defined by the FFIEC guidelines. The FFIEC definition of commitments includes commitments to local residents to be funded with local currency liabilities originated within the country.
|
(5)
|
Credit default swaps (CDS) are not included in total outstanding.
|
In billions of dollars
|
Provisional amounts
included in the
2017 Form 10-K
|
SAB 118 impact to fourth quarter of 2018
tax provision
|
||||
Quasi-territorial tax system
|
$
|
6.2
|
|
$
|
0.2
|
|
Valuation allowance
|
7.9
|
|
(1.2
|
)
|
||
Deemed repatriation
|
2.3
|
|
0.9
|
|
||
Total of provisional items
|
$
|
16.4
|
|
$
|
(0.1
|
)
|
In millions of dollars, except per share amounts and as otherwise noted
|
2018
as reported(1) |
2017
as reported
|
2017 one-time impact of
Tax Reform
|
|
2017
adjusted results(2)
|
2018 increase (decrease)
vs. 2017 ex-Tax Reform
|
|
||||||||||||
$ Change
|
% Change
|
|
|||||||||||||||||
Net income (loss)
|
$
|
18,045
|
|
$
|
(6,798
|
)
|
$
|
(22,594
|
)
|
|
$
|
15,796
|
|
$
|
2,249
|
|
14
|
%
|
|
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) from continuing operations
|
6.69
|
|
(2.94
|
)
|
(8.31
|
)
|
|
5.37
|
|
1.32
|
|
25
|
|
|
|||||
Net income (loss)
|
6.68
|
|
(2.98
|
)
|
(8.31
|
)
|
|
5.33
|
|
1.35
|
|
25
|
|
|
|||||
Effective tax rate
|
22.8
|
%
|
129.1
|
%
|
(9,930
|
)
|
bps
|
29.8
|
%
|
|
(700
|
)
|
bps
|
||||||
Performance and other metrics:
|
|
|
|
|
|
|
|
|
|||||||||||
Return on average assets
|
0.94
|
%
|
(0.36
|
)%
|
(120
|
)
|
bps
|
0.84
|
%
|
|
10
|
|
bps
|
||||||
Return on average common stockholders’
equity
|
9.4
|
|
(3.9
|
)
|
(1,090
|
)
|
|
7.0
|
|
|
240
|
|
|
||||||
Return on average total stockholders’ equity
|
9.1
|
|
(3.0
|
)
|
(1,000
|
)
|
|
7.0
|
|
|
210
|
|
|
||||||
Return on average tangible common equity
|
11.0
|
|
(4.6
|
)
|
(1,270
|
)
|
|
8.1
|
|
|
290
|
|
|
||||||
Dividend payout ratio
|
23.1
|
|
(32.2
|
)
|
(5,020
|
)
|
|
18.0
|
|
|
510
|
|
|
||||||
Total payout ratio
|
109.1
|
|
(213.9
|
)
|
(33,140
|
)
|
|
117.5
|
|
|
840
|
|
|
(1)
|
2018 includes the one-time benefit of $94 million, due to the finalization of the provisional component of the impact based on Citi’s analysis as well as additional guidance received from the U.S. Treasury Department related to Tax Reform, which impacted the tax line within Corporate/Other.
|
(2)
|
2017 excludes the one-time impact of Tax Reform.
|
•
|
the key assumptions and/or inputs reflected those which a market participant would use to determine an exit price in the current market environment;
|
•
|
the valuation models used were mathematically accurate and appropriate to value the financial instruments; and
|
•
|
relevant information that was reasonably available was considered in the fair value determination.
|
•
|
reviewing the Company’s ALL methodologies and key assumptions for compliance with U.S. generally accepted accounting principles;
|
•
|
testing the key assumptions and inputs in the consumer loans migration analysis and corporate loans statistical model; and
|
•
|
evaluating the qualitative assessments of the ALL.
|
•
|
the assumptions used to determine the Company’s future taxable income, including the interpretation of the various tax laws and regulations and the source and character of future taxable income;
|
•
|
the timing of tax credit expirations; and
|
•
|
the prudence and feasibility of tax planning strategies.
|
CONSOLIDATED FINANCIAL STATEMENTS
|
|
Consolidated Statement of Income—
For the Years Ended December 31, 2019, 2018 and 2017
|
|
Consolidated Statement of Comprehensive Income—
For the Years Ended December 31, 2019, 2018 and 2017
|
|
Consolidated Balance Sheet—December 31, 2019 and 2018
|
|
Consolidated Statement of Changes in Stockholders’ Equity—For the Years Ended December 31, 2019, 2018 and 2017
|
|
Consolidated Statement of Cash Flows—
For the Years Ended December 31, 2019, 2018 and 2017
|
CONSOLIDATED STATEMENT OF INCOME Citigroup Inc. and Subsidiaries
|
|||||||||
|
Years ended December 31,
|
||||||||
In millions of dollars, except per share amounts
|
2019
|
2018
|
2017
|
||||||
Revenues
|
|
|
|
|
|
|
|||
Interest revenue
|
$
|
76,510
|
|
$
|
70,828
|
|
$
|
61,579
|
|
Interest expense
|
29,163
|
|
24,266
|
|
16,518
|
|
|||
Net interest revenue
|
$
|
47,347
|
|
$
|
46,562
|
|
$
|
45,061
|
|
Commissions and fees
|
$
|
11,746
|
|
$
|
11,857
|
|
$
|
12,707
|
|
Principal transactions
|
8,892
|
|
8,905
|
|
8,940
|
|
|||
Administration and other fiduciary fees
|
3,411
|
|
3,580
|
|
3,584
|
|
|||
Realized gains on sales of investments, net
|
1,474
|
|
421
|
|
778
|
|
|||
Net impairment losses recognized in earnings
|
$
|
(32
|
)
|
$
|
(132
|
)
|
$
|
(63
|
)
|
Other revenue
|
$
|
1,448
|
|
$
|
1,661
|
|
$
|
1,437
|
|
Total non-interest revenues
|
$
|
26,939
|
|
$
|
26,292
|
|
$
|
27,383
|
|
Total revenues, net of interest expense
|
$
|
74,286
|
|
$
|
72,854
|
|
$
|
72,444
|
|
Provisions for credit losses and for benefits and claims
|
|
|
|
|
|
|
|||
Provision for loan losses
|
$
|
8,218
|
|
$
|
7,354
|
|
$
|
7,503
|
|
Policyholder benefits and claims
|
73
|
|
101
|
|
109
|
|
|||
Provision (release) for unfunded lending commitments
|
92
|
|
113
|
|
(161
|
)
|
|||
Total provisions for credit losses and for benefits and claims
|
$
|
8,383
|
|
$
|
7,568
|
|
$
|
7,451
|
|
Operating expenses
|
|
|
|
|
|
|
|||
Compensation and benefits
|
$
|
21,433
|
|
$
|
21,154
|
|
$
|
21,181
|
|
Premises and equipment
|
2,328
|
|
2,324
|
|
2,453
|
|
|||
Technology/communication
|
7,077
|
|
7,193
|
|
6,909
|
|
|||
Advertising and marketing
|
1,516
|
|
1,545
|
|
1,608
|
|
|||
Other operating
|
9,648
|
|
9,625
|
|
10,081
|
|
|||
Total operating expenses
|
$
|
42,002
|
|
$
|
41,841
|
|
$
|
42,232
|
|
Income from continuing operations before income taxes
|
$
|
23,901
|
|
$
|
23,445
|
|
$
|
22,761
|
|
Provision for income taxes
|
4,430
|
|
5,357
|
|
29,388
|
|
|||
Income (loss) from continuing operations
|
$
|
19,471
|
|
$
|
18,088
|
|
$
|
(6,627
|
)
|
Discontinued operations
|
|
|
|
|
|
|
|||
Loss from discontinued operations
|
$
|
(31
|
)
|
$
|
(26
|
)
|
$
|
(104
|
)
|
Provision (benefit) for income taxes
|
(27
|
)
|
(18
|
)
|
7
|
|
|||
Loss from discontinued operations, net of taxes
|
$
|
(4
|
)
|
$
|
(8
|
)
|
$
|
(111
|
)
|
Net income (loss) before attribution of noncontrolling interests
|
$
|
19,467
|
|
$
|
18,080
|
|
$
|
(6,738
|
)
|
Noncontrolling interests
|
66
|
|
35
|
|
60
|
|
|||
Citigroup’s net income (loss)
|
$
|
19,401
|
|
$
|
18,045
|
|
$
|
(6,798
|
)
|
Basic earnings per share(1)
|
|
|
|
|
|
|
|||
Income (loss) from continuing operations
|
$
|
8.08
|
|
$
|
6.69
|
|
$
|
(2.94
|
)
|
Loss from discontinued operations, net of taxes
|
—
|
|
—
|
|
(0.04
|
)
|
|||
Net income (loss)
|
$
|
8.08
|
|
$
|
6.69
|
|
$
|
(2.98
|
)
|
Weighted average common shares outstanding (in millions)
|
2,249.2
|
|
2,493.3
|
|
2,698.5
|
|
|
|||||||||
CONSOLIDATED STATEMENT OF INCOME (Continued)
|
|
Citigroup Inc. and Subsidiaries
|
|
||||||
|
Years ended December 31,
|
||||||||
In millions of dollars, except per share amounts
|
2019
|
2018
|
2017
|
||||||
Diluted earnings per share(1)
|
|
|
|
|
|
|
|||
Income (loss) from continuing operations
|
$
|
8.04
|
|
$
|
6.69
|
|
$
|
(2.94
|
)
|
Income (loss) from discontinued operations, net of taxes
|
—
|
|
—
|
|
(0.04
|
)
|
|||
Net income (loss)
|
$
|
8.04
|
|
$
|
6.68
|
|
$
|
(2.98
|
)
|
Adjusted weighted average common shares outstanding
(in millions)
|
2,265.3
|
|
2,494.8
|
|
2,698.5
|
|
(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
|
|
Years ended December 31,
|
||||||||
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Citigroup’s net income (loss)
|
$
|
19,401
|
|
$
|
18,045
|
|
$
|
(6,798
|
)
|
Add: Citigroup’s other comprehensive income (loss)
|
|
|
|
||||||
Net change in unrealized gains and losses on debt securities, net of taxes(1)(2)
|
$
|
1,985
|
|
$
|
(1,089
|
)
|
$
|
(863
|
)
|
Net change in debt valuation adjustment (DVA), net of taxes(1)
|
(1,136
|
)
|
1,113
|
|
(569
|
)
|
|||
Net change in cash flow hedges, net of taxes
|
851
|
|
(30
|
)
|
(138
|
)
|
|||
Benefit plans liability adjustment, net of taxes(3)
|
(552
|
)
|
(74
|
)
|
(1,019
|
)
|
|||
Net change in foreign currency translation adjustment, net of taxes and hedges
|
(321
|
)
|
(2,362
|
)
|
(202
|
)
|
|||
Net change in excluded component of fair value hedges, net of taxes
|
25
|
|
(57
|
)
|
—
|
|
|||
Citigroup’s total other comprehensive income (loss)(4)
|
$
|
852
|
|
$
|
(2,499
|
)
|
$
|
(2,791
|
)
|
Citigroup’s total comprehensive income (loss)
|
$
|
20,253
|
|
$
|
15,546
|
|
$
|
(9,589
|
)
|
Add: Other comprehensive income (loss) attributable to noncontrolling interests
|
$
|
—
|
|
$
|
(43
|
)
|
$
|
114
|
|
Add: Net income attributable to noncontrolling interests
|
66
|
|
35
|
|
60
|
|
|||
Total comprehensive income (loss)
|
$
|
20,319
|
|
$
|
15,538
|
|
$
|
(9,415
|
)
|
(2)
|
For the years ended December 31, 2019 and 2018, amounts represent the net change in unrealized gains and losses on available-for-sale (AFS) debt securities. Effective January 1, 2018, the AFS category was eliminated for equity securities under ASU 2016-01.
|
(4)
|
Includes the impact of ASU 2018-02, adopted in 2017. See Note 1 to the Consolidated Financial Statements.
|
CONSOLIDATED BALANCE SHEET
|
|
Citigroup Inc. and Subsidiaries
|
|
December 31,
|
|||||
In millions of dollars
|
2019
|
2018
|
||||
Assets
|
|
|
|
|
||
Cash and due from banks (including segregated cash and other deposits)
|
$
|
23,967
|
|
$
|
23,645
|
|
Deposits with banks
|
169,952
|
|
164,460
|
|
||
Securities borrowed and purchased under agreements to resell (including $153,193 and $147,701 as of December 31, 2019 and 2018, respectively, at fair value)
|
251,322
|
|
270,684
|
|
||
Brokerage receivables
|
39,857
|
|
35,450
|
|
||
Trading account assets (including $120,236 and $112,932 pledged to creditors at December 31, 2019 and 2018, respectively)
|
276,140
|
|
256,117
|
|
||
Investments:
|
|
|
||||
Available-for-sale debt securities (including $8,721 and $9,284 pledged to creditors as of December 31, 2019 and 2018, respectively)
|
280,265
|
|
288,038
|
|
||
Held-to-maturity debt securities (including $1,923 and $971 pledged to creditors as of December 31, 2019 and 2018, respectively)
|
80,775
|
|
63,357
|
|
||
Equity securities (including $1,162 and $1,109 as of December 31, 2019 and 2018, respectively, at fair value)
|
7,523
|
|
7,212
|
|
||
Total investments
|
$
|
368,563
|
|
$
|
358,607
|
|
Loans:
|
|
|
|
|
||
Consumer (including $18 and $20 as of December 31, 2019 and 2018, respectively, at fair value)
|
309,548
|
|
302,360
|
|
||
Corporate (including $4,067 and $3,203 as of December 31, 2019 and 2018, respectively, at fair value)
|
389,935
|
|
381,836
|
|
||
Loans, net of unearned income
|
$
|
699,483
|
|
$
|
684,196
|
|
Allowance for loan losses
|
(12,783
|
)
|
(12,315
|
)
|
||
Total loans, net
|
$
|
686,700
|
|
$
|
671,881
|
|
Goodwill
|
22,126
|
|
22,046
|
|
||
Intangible assets (including MSRs of $495 and $584 as of December 31, 2019 and 2018,
respectively, at fair value)
|
4,822
|
|
5,220
|
|
||
Other assets (including $12,830 and $20,788 as of December 31, 2019 and 2018, respectively,
at fair value)
|
107,709
|
|
109,273
|
|
||
Total assets
|
$
|
1,951,158
|
|
$
|
1,917,383
|
|
|
December 31,
|
|||||
In millions of dollars
|
2019
|
2018
|
||||
Assets of consolidated VIEs to be used to settle obligations of consolidated VIEs
|
|
|
|
|
||
Cash and due from banks
|
$
|
108
|
|
$
|
270
|
|
Trading account assets
|
6,719
|
|
917
|
|
||
Investments
|
1,295
|
|
1,796
|
|
||
Loans, net of unearned income
|
|
|
|
|||
Consumer
|
46,977
|
|
49,403
|
|
||
Corporate
|
16,175
|
|
19,259
|
|
||
Loans, net of unearned income
|
$
|
63,152
|
|
$
|
68,662
|
|
Allowance for loan losses
|
(1,841
|
)
|
(1,852
|
)
|
||
Total loans, net
|
$
|
61,311
|
|
$
|
66,810
|
|
Other assets
|
73
|
|
151
|
|
||
Total assets of consolidated VIEs to be used to settle obligations of consolidated VIEs
|
$
|
69,506
|
|
$
|
69,944
|
|
|
December 31,
|
|||||
In millions of dollars, except shares and per share amounts
|
2019
|
2018
|
||||
Liabilities
|
|
|
|
|
||
Non-interest-bearing deposits in U.S. offices
|
$
|
98,811
|
|
$
|
105,836
|
|
Interest-bearing deposits in U.S. offices (including $1,624 and $717 as of December 31, 2019 and 2018, respectively, at fair value)
|
401,418
|
|
361,573
|
|
||
Non-interest-bearing deposits in offices outside the U.S.
|
85,692
|
|
80,648
|
|
||
Interest-bearing deposits in offices outside the U.S. (including $695 and $758 as of December 31, 2019 and 2018, respectively, at fair value)
|
484,669
|
|
465,113
|
|
||
Total deposits
|
$
|
1,070,590
|
|
$
|
1,013,170
|
|
Securities loaned and sold under agreements to repurchase (including $40,651 and $44,510 as of December 31, 2019 and 2018, respectively, at fair value)
|
166,339
|
|
177,768
|
|
||
Brokerage payables
|
48,601
|
|
64,571
|
|
||
Trading account liabilities
|
119,894
|
|
144,305
|
|
||
Short-term borrowings (including $4,946 and $4,483 as of December 31, 2019 and 2018, respectively,
at fair value)
|
45,049
|
|
32,346
|
|
||
Long-term debt (including $55,783 and $38,229 as of December 31, 2019 and 2018, respectively,
at fair value)
|
248,760
|
|
231,999
|
|
||
Other liabilities (including $6,343 and $15,906 as of December 31, 2019 and 2018, respectively,
at fair value)
|
57,979
|
|
56,150
|
|
||
Total liabilities
|
$
|
1,757,212
|
|
$
|
1,720,309
|
|
Stockholders’ equity
|
|
|
|
|
||
Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: 719,200 as of December 31, 2019 and 738,400 as of December 31, 2018, at aggregate liquidation value
|
$
|
17,980
|
|
$
|
18,460
|
|
Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: 3,099,602,856 as of December 31, 2019 and 3,099,567,177 as of December 31, 2018
|
31
|
|
31
|
|
||
Additional paid-in capital
|
107,840
|
|
107,922
|
|
||
Retained earnings
|
165,369
|
|
151,347
|
|
||
Treasury stock, at cost: 985,479,501 shares as of December 31, 2019 and 731,099,833 shares as of
December 31, 2018
|
(61,660
|
)
|
(44,370
|
)
|
||
Accumulated other comprehensive income (loss) (AOCI)
|
(36,318
|
)
|
(37,170
|
)
|
||
Total Citigroup stockholders’ equity
|
$
|
193,242
|
|
$
|
196,220
|
|
Noncontrolling interest
|
704
|
|
854
|
|
||
Total equity
|
$
|
193,946
|
|
$
|
197,074
|
|
Total liabilities and equity
|
$
|
1,951,158
|
|
$
|
1,917,383
|
|
|
December 31,
|
|||||
In millions of dollars
|
2019
|
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
|
$
|
10,031
|
|
$
|
13,134
|
|
Long-term debt
|
25,582
|
|
28,514
|
|
||
Other liabilities
|
917
|
|
697
|
|
||
Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup
|
$
|
36,530
|
|
$
|
42,345
|
|
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY
|
|
Citigroup Inc. and Subsidiaries
|
|
Years ended December 31,
|
||||||||||||||
|
Amounts
|
Shares
|
|||||||||||||
In millions of dollars, except shares in thousands
|
2019
|
2018
|
2017
|
2019
|
2018
|
2017
|
|||||||||
Preferred stock at aggregate liquidation value
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Balance, beginning of year
|
$
|
18,460
|
|
$
|
19,253
|
|
$
|
19,253
|
|
738
|
|
770
|
|
770
|
|
Issuance of new preferred stock
|
1,500
|
|
—
|
|
—
|
|
60
|
|
—
|
|
—
|
|
|||
Redemption of preferred stock
|
(1,980
|
)
|
(793
|
)
|
—
|
|
(79
|
)
|
(32
|
)
|
—
|
|
|||
Balance, end of period
|
$
|
17,980
|
|
$
|
18,460
|
|
$
|
19,253
|
|
719
|
|
738
|
|
770
|
|
Common stock and additional paid-in capital
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, beginning of year
|
$
|
107,953
|
|
$
|
108,039
|
|
$
|
108,073
|
|
3,099,567
|
|
3,099,523
|
|
3,099,482
|
|
Employee benefit plans
|
(112
|
)
|
(94
|
)
|
(27
|
)
|
36
|
|
44
|
|
41
|
|
|||
Preferred stock issuance expense
|
(4
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||
Other
|
34
|
|
8
|
|
(7
|
)
|
—
|
|
—
|
|
—
|
|
|||
Balance, end of period
|
$
|
107,871
|
|
$
|
107,953
|
|
$
|
108,039
|
|
3,099,603
|
|
3,099,567
|
|
3,099,523
|
|
Retained earnings
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, beginning of year
|
$
|
151,347
|
|
$
|
138,425
|
|
$
|
146,477
|
|
|
|
|
|||
Adjustment to opening balance, net of taxes(1)
|
151
|
|
(84
|
)
|
(660
|
)
|
|
|
|
||||||
Adjusted balance, beginning of period
|
$
|
151,498
|
|
$
|
138,341
|
|
$
|
145,817
|
|
|
|
|
|
|
|
Citigroup’s net income (loss)
|
19,401
|
|
18,045
|
|
(6,798
|
)
|
|
|
|
|
|
|
|||
Common dividends(2)
|
(4,403
|
)
|
(3,865
|
)
|
(2,595
|
)
|
|
|
|
|
|
|
|||
Preferred dividends
|
(1,109
|
)
|
(1,174
|
)
|
(1,213
|
)
|
|
|
|
|
|
|
|||
Impact of Tax Reform related to AOCI reclassification(3)
|
—
|
|
—
|
|
3,304
|
|
|
|
|
|
|
|
|||
Other(4)
|
(18
|
)
|
—
|
|
(90
|
)
|
|
|
|
||||||
Balance, end of period
|
$
|
165,369
|
|
$
|
151,347
|
|
$
|
138,425
|
|
|
|
|
|
|
|
Treasury stock, at cost
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, beginning of year
|
$
|
(44,370
|
)
|
$
|
(30,309
|
)
|
$
|
(16,302
|
)
|
(731,100
|
)
|
(529,615
|
)
|
(327,090
|
)
|
Employee benefit plans(5)
|
585
|
|
484
|
|
531
|
|
9,872
|
|
10,557
|
|
11,651
|
|
|||
Treasury stock acquired(6)
|
(17,875
|
)
|
(14,545
|
)
|
(14,538
|
)
|
(264,252
|
)
|
(212,042
|
)
|
(214,176
|
)
|
|||
Balance, end of period
|
$
|
(61,660
|
)
|
$
|
(44,370
|
)
|
$
|
(30,309
|
)
|
(985,480
|
)
|
(731,100
|
)
|
(529,615
|
)
|
Citigroup’s accumulated other comprehensive income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, beginning of year
|
$
|
(37,170
|
)
|
$
|
(34,668
|
)
|
$
|
(32,381
|
)
|
|
|
|
|
|
|
Adjustment to opening balance, net of taxes(1)
|
—
|
|
(3
|
)
|
504
|
|
|
|
|
||||||
Adjusted balance, beginning of period
|
$
|
(37,170
|
)
|
$
|
(34,671
|
)
|
$
|
(31,877
|
)
|
|
|
|
|||
Citigroup’s total other comprehensive income (loss)(3)
|
852
|
|
(2,499
|
)
|
(2,791
|
)
|
|
|
|
|
|
|
|||
Balance, end of period
|
$
|
(36,318
|
)
|
$
|
(37,170
|
)
|
$
|
(34,668
|
)
|
|
|
|
|
|
|
Total Citigroup common stockholders’ equity
|
$
|
175,262
|
|
$
|
177,760
|
|
$
|
181,487
|
|
2,114,123
|
|
2,368,467
|
|
2,569,908
|
|
Total Citigroup stockholders’ equity
|
$
|
193,242
|
|
$
|
196,220
|
|
$
|
200,740
|
|
|
|
|
|
||
Noncontrolling interests
|
|
|
|
|
|
|
|
|
|
|
|
||||
Balance, beginning of year
|
$
|
854
|
|
$
|
932
|
|
$
|
1,023
|
|
|
|
|
|
|
|
Transactions between noncontrolling-interest shareholders and the related consolidated subsidiary
|
—
|
|
—
|
|
(28
|
)
|
|
|
|
||||||
Transactions between Citigroup and the noncontrolling-interest shareholders
|
(169
|
)
|
(50
|
)
|
(121
|
)
|
|
|
|
|
|
|
|||
Net income attributable to noncontrolling-interest shareholders
|
66
|
|
35
|
|
60
|
|
|
|
|
|
|
|
|||
Distributions paid to noncontrolling-interest shareholders
|
(40
|
)
|
(38
|
)
|
(44
|
)
|
|
|
|
|
|
|
|||
Other comprehensive income (loss) attributable to
noncontrolling-interest shareholders
|
—
|
|
(43
|
)
|
114
|
|
|
|
|
|
|
|
|||
Other
|
(7
|
)
|
18
|
|
(72
|
)
|
|
|
|
|
|
|
|||
Net change in noncontrolling interests
|
$
|
(150
|
)
|
$
|
(78
|
)
|
$
|
(91
|
)
|
|
|
|
|
|
|
Balance, end of period
|
$
|
704
|
|
$
|
854
|
|
$
|
932
|
|
|
|
|
|
|
|
Total equity
|
$
|
193,946
|
|
$
|
197,074
|
|
$
|
201,672
|
|
|
|
|
(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 and fourth quarters of 2019; $0.32 per share in the first and second quarters of 2018 and $0.45 per share in the third and fourth quarters of 2018; and $0.16 in the first and second quarters of 2017 and $0.32 per share in the third and fourth quarters of 2017.
|
(3)
|
Includes the impact of ASU 2018-02, which transferred those amounts from AOCI to 2017 Retained earnings. See Notes 1 and 19 to the Consolidated Financial Statements.
|
(4)
|
2017 includes the impact of ASU No. 2016-09, Compensation—Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. See Note 1 to the Consolidated Financial Statements.
|
(5)
|
Includes treasury stock related to (i) certain activity on employee stock option program exercises where the employee delivers existing shares to cover the option exercise, or (ii) under Citi’s employee restricted or deferred stock programs where shares are withheld to satisfy tax requirements.
|
(6)
|
Primarily consists of open market purchases under Citi’s Board of Directors-approved common stock repurchase program.
|
CONSOLIDATED STATEMENT OF CASH FLOWS
|
|
Citigroup Inc. and Subsidiaries
|
|
Years ended December 31,
|
||||||||
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Cash flows from operating activities of continuing operations
|
|
|
|
|
|
|
|||
Net income before attribution of noncontrolling interests
|
$
|
19,467
|
|
$
|
18,080
|
|
$
|
(6,738
|
)
|
Net income attributable to noncontrolling interests
|
66
|
|
35
|
|
60
|
|
|||
Citigroup’s net income
|
$
|
19,401
|
|
$
|
18,045
|
|
$
|
(6,798
|
)
|
Loss from discontinued operations, net of taxes
|
(4
|
)
|
(8
|
)
|
(111
|
)
|
|||
Income (loss) from continuing operations—excluding noncontrolling interests
|
$
|
19,405
|
|
$
|
18,053
|
|
$
|
(6,687
|
)
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities of continuing operations
|
|
|
|
|
|
|
|||
Net gains on significant disposals(1)
|
—
|
|
(247
|
)
|
(602
|
)
|
|||
Depreciation and amortization
|
3,905
|
|
3,754
|
|
3,659
|
|
|||
Deferred income taxes(2)
|
(610
|
)
|
(51
|
)
|
24,877
|
|
|||
Provision for loan losses
|
8,218
|
|
7,354
|
|
7,503
|
|
|||
Realized gains from sales of investments
|
(1,474
|
)
|
(421
|
)
|
(778
|
)
|
|||
Net impairment losses on investments
|
32
|
|
132
|
|
91
|
|
|||
Change in trading account assets
|
(20,124
|
)
|
(3,469
|
)
|
(7,038
|
)
|
|||
Change in trading account liabilities
|
(24,411
|
)
|
19,135
|
|
(15,375
|
)
|
|||
Change in brokerage receivables net of brokerage payables
|
(20,377
|
)
|
6,163
|
|
(5,307
|
)
|
|||
Change in loans HFS
|
(909
|
)
|
770
|
|
247
|
|
|||
Change in other assets
|
4,724
|
|
(5,791
|
)
|
(3,364
|
)
|
|||
Change in other liabilities
|
1,829
|
|
(871
|
)
|
(3,044
|
)
|
|||
Other, net
|
16,955
|
|
(7,559
|
)
|
(2,956
|
)
|
|||
Total adjustments
|
$
|
(32,242
|
)
|
$
|
18,899
|
|
$
|
(2,087
|
)
|
Net cash provided by (used in) operating activities of continuing operations
|
$
|
(12,837
|
)
|
$
|
36,952
|
|
$
|
(8,774
|
)
|
Cash flows from investing activities of continuing operations
|
|
|
|
|
|
|
|||
Change in securities borrowed and purchased under agreements to resell
|
$
|
19,362
|
|
$
|
(38,206
|
)
|
$
|
4,335
|
|
Change in loans
|
(22,466
|
)
|
(29,002
|
)
|
(58,062
|
)
|
|||
Proceeds from sales and securitizations of loans
|
2,878
|
|
4,549
|
|
8,365
|
|
|||
Purchases of investments
|
(274,491
|
)
|
(152,487
|
)
|
(185,740
|
)
|
|||
Proceeds from sales of investments
|
137,173
|
|
61,491
|
|
107,368
|
|
|||
Proceeds from maturities of investments
|
119,051
|
|
83,604
|
|
84,369
|
|
|||
Proceeds from significant disposals(1)
|
—
|
|
314
|
|
3,411
|
|
|||
Capital expenditures on premises and equipment and capitalized software
|
(5,336
|
)
|
(3,774
|
)
|
(3,361
|
)
|
|||
Proceeds from sales of premises and equipment, subsidiaries and affiliates
and repossessed assets
|
259
|
|
212
|
|
377
|
|
|||
Other, net
|
196
|
|
181
|
|
187
|
|
|||
Net cash used in investing activities of continuing operations
|
$
|
(23,374
|
)
|
$
|
(73,118
|
)
|
$
|
(38,751
|
)
|
Cash flows from financing activities of continuing operations
|
|
|
|
|
|
|
|||
Dividends paid
|
$
|
(5,447
|
)
|
$
|
(5,020
|
)
|
$
|
(3,797
|
)
|
Issuance of preferred stock
|
1,496
|
|
—
|
|
—
|
|
|||
Redemption of preferred stock
|
(1,980
|
)
|
(793
|
)
|
—
|
|
|||
Treasury stock acquired
|
(17,571
|
)
|
(14,433
|
)
|
(14,541
|
)
|
|||
Stock tendered for payment of withholding taxes
|
(364
|
)
|
(482
|
)
|
(405
|
)
|
|||
Change in securities loaned and sold under agreements to repurchase
|
(11,429
|
)
|
21,491
|
|
14,456
|
|
|||
Issuance of long-term debt
|
59,134
|
|
60,655
|
|
67,960
|
|
|||
Payments and redemptions of long-term debt
|
(51,029
|
)
|
(58,132
|
)
|
(40,986
|
)
|
|||
Change in deposits
|
57,420
|
|
53,348
|
|
30,416
|
|
|||
Change in short-term borrowings
|
12,703
|
|
(12,106
|
)
|
13,751
|
|
CONSOLIDATED STATEMENT OF CASH FLOWS
(Continued)
|
Citigroup Inc. and Subsidiaries
|
|
|||||||
|
Years ended December 31,
|
||||||||
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Net cash provided by financing activities of continuing operations
|
$
|
42,933
|
|
$
|
44,528
|
|
$
|
66,854
|
|
Effect of exchange rate changes on cash and cash equivalents
|
$
|
(908
|
)
|
$
|
(773
|
)
|
$
|
693
|
|
Change in cash, due from banks and deposits with banks
|
$
|
5,814
|
|
$
|
7,589
|
|
$
|
20,022
|
|
Cash, due from banks and deposits with banks at beginning of period(3)
|
188,105
|
|
180,516
|
|
160,494
|
|
|||
Cash, due from banks and deposits with banks at end of period(3)
|
$
|
193,919
|
|
$
|
188,105
|
|
$
|
180,516
|
|
Cash and due from banks
|
$
|
23,967
|
|
$
|
23,645
|
|
$
|
23,775
|
|
Deposits with banks
|
169,952
|
|
164,460
|
|
156,741
|
|
|||
Cash, due from banks and deposits with banks at end of period
|
$
|
193,919
|
|
$
|
188,105
|
|
$
|
180,516
|
|
Supplemental disclosure of cash flow information for continuing operations
|
|
|
|
|
|
|
|||
Cash paid during the year for income taxes
|
$
|
4,888
|
|
$
|
4,313
|
|
$
|
2,083
|
|
Cash paid during the year for interest
|
28,682
|
|
22,963
|
|
15,675
|
|
|||
Non-cash investing activities(4)
|
|
|
|
|
|
|
|||
Transfers to loans HFS (Other assets) from loans
|
$
|
5,500
|
|
$
|
4,200
|
|
$
|
5,900
|
|
(1)
|
See Note 2 to the Consolidated Financial Statements for further information on significant disposals.
|
(2)
|
Includes the full impact of the $22.6 billion non-cash charge related to the Tax Cuts and Jobs Act (Tax Reform) in 2017. See Notes 1 and 9 to the Consolidated Financial Statements for further information.
|
(3)
|
Includes the impact of ASU 2016-18, Restricted Cash. See Notes 1 and 26 to the Consolidated Financial Statements.
|
(4)
|
Operating and finance lease right-of-use assets and lease liabilities represent non-cash investing and financing activities, respectively, and are not included in the non-cash investing activities presented here. See Note 26 to the Consolidated Financial Statements for more information and balances as of December 31, 2019.
|
•
|
Debt securities classified as “held-to-maturity” are securities that the Company has both the ability and the intent to hold until maturity and are carried at amortized cost. Interest income on such securities is included in Interest revenue.
|
•
|
Debt securities classified as “available-for-sale” are carried at fair value with changes in fair value reported
|
•
|
Marketable equity securities are measured at fair value with changes in fair value recognized in earnings.
|
•
|
Non-marketable equity securities are measured at fair value with changes in fair value recognized in earnings unless (i) the measurement alternative is elected or (ii) the investment represents Federal Reserve Bank and Federal Home Loan Bank stock or certain exchange seats that continue to be carried at cost. Non-marketable equity securities under the measurement alternative are carried at cost plus or minus changes resulting from observed prices for orderly transactions for the identical or a similar investment of the same issuer.
|
•
|
Certain investments that would otherwise have been accounted for using the equity method are carried at fair value with changes in fair value recognized in earnings, since the Company elected to apply fair value accounting.
|
•
|
Unsecured installment loans are charged off at 120 days contractually past due.
|
•
|
Unsecured revolving loans and credit card loans are charged off at 180 days contractually past due.
|
•
|
Loans secured with non-real estate collateral are written down to the estimated value of the collateral, less costs to sell, at 120 days contractually past due.
|
•
|
Real estate-secured loans are written down to the estimated value of the property, less costs to sell, at 180 days contractually past due.
|
•
|
Real estate-secured loans are charged off no later than 180 days contractually past due if a decision has been made not to foreclose on the loans.
|
•
|
Unsecured loans in bankruptcy are charged off within 60 days of notification of filing by the bankruptcy court or in accordance with Citi’s charge-off policy, whichever occurs earlier.
|
•
|
Real estate-secured loans in bankruptcy, other than FHA-insured loans, are written down to the estimated value of the property, less costs to sell, within 60 days of notification that the borrower has filed for bankruptcy or in accordance with Citi’s charge-off policy, whichever is earlier.
|
•
|
Commercial banking loans are written down to the extent that principal is judged to be uncollectable.
|
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Total revenues, net of interest expense
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Loss from discontinued operations
|
$
|
(31
|
)
|
$
|
(26
|
)
|
$
|
(104
|
)
|
Provision (benefit) for income taxes
|
(27
|
)
|
(18
|
)
|
7
|
|
|||
Loss from discontinued operations, net of taxes
|
$
|
(4
|
)
|
$
|
(8
|
)
|
$
|
(111
|
)
|
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Income before taxes
|
$
|
—
|
|
$
|
123
|
|
$
|
164
|
|
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Income before taxes
|
$
|
—
|
|
$
|
—
|
|
$
|
41
|
|
•
|
Citi’s commercial banking businesses previously reported as part of GCB in North America, Latin America and Asia, including approximately $28 billion in end-of-period loans and approximately $37 billion in end-of-period deposits, are reported in ICG for all periods presented;
|
•
|
the re-attribution of certain costs between Corporate/Other and GCB and ICG; and
|
•
|
certain other immaterial reclassifications.
|
|
Revenues,
net of interest expense(1) |
Provision (benefits)
for income taxes(2) |
Income (loss) from
continuing operations(2)(3) |
Identifiable assets
|
|||||||||||||||||||||||||||||
In millions of dollars, except identifiable assets in billions
|
2019
|
2018
|
2017
|
2019
|
2018
|
2017
|
2019
|
2018
|
2017
|
2019
|
2018
|
||||||||||||||||||||||
Global Consumer Banking
|
$
|
32,971
|
|
$
|
32,339
|
|
$
|
31,445
|
|
$
|
1,746
|
|
$
|
1,689
|
|
$
|
3,067
|
|
$
|
5,702
|
|
$
|
5,309
|
|
$
|
3,542
|
|
$
|
407
|
|
$
|
388
|
|
Institutional Clients Group
|
39,301
|
|
38,325
|
|
37,822
|
|
3,570
|
|
3,756
|
|
7,241
|
|
12,944
|
|
12,574
|
|
9,375
|
|
1,447
|
|
1,438
|
|
|||||||||||
Corporate/Other
|
2,014
|
|
2,190
|
|
3,177
|
|
(886
|
)
|
(88
|
)
|
19,080
|
|
825
|
|
205
|
|
(19,544
|
)
|
97
|
|
91
|
|
|||||||||||
Total
|
$
|
74,286
|
|
$
|
72,854
|
|
$
|
72,444
|
|
$
|
4,430
|
|
$
|
5,357
|
|
$
|
29,388
|
|
$
|
19,471
|
|
$
|
18,088
|
|
$
|
(6,627
|
)
|
$
|
1,951
|
|
$
|
1,917
|
|
(1)
|
Includes total revenues, net of interest expense (excluding Corporate/Other), in North America of $33.9 billion, $33.4 billion and $34.1 billion; in EMEA of $12.0 billion, $11.8 billion and $10.9 billion; in Latin America of $10.4 billion, $10.3 billion and $9.6 billion; and in Asia of $16.0 billion, $15.3 billion and $14.6 billion in 2019, 2018 and 2017, respectively. These regional numbers exclude Corporate/Other, which largely operates within the U.S.
|
(2)
|
Corporate/Other, GCB and ICG 2017 results include the one-time impact of Tax Reform.
|
(3)
|
Includes pretax provisions for credit losses and for benefits and claims in the GCB results of $7.9 billion, $7.6 billion and $7.6 billion; in the ICG results of $563 million, $215 million and $19 million; and in the Corporate/Other results of $(75) million, $(202) million and $(175) million in 2019, 2018 and 2017, respectively.
|
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Interest revenue
|
|
|
|
||||||
Loan interest, including fees
|
$
|
47,751
|
|
$
|
45,682
|
|
$
|
41,736
|
|
Deposits with banks
|
2,682
|
|
2,203
|
|
1,635
|
|
|||
Securities borrowed and purchased under agreements to resell
|
6,872
|
|
5,492
|
|
3,249
|
|
|||
Investments, including dividends
|
9,860
|
|
9,494
|
|
8,295
|
|
|||
Trading account assets(1)
|
7,672
|
|
6,284
|
|
5,501
|
|
|||
Other interest
|
1,673
|
|
1,673
|
|
1,163
|
|
|||
Total interest revenue
|
$
|
76,510
|
|
$
|
70,828
|
|
$
|
61,579
|
|
Interest expense
|
|
|
|
||||||
Deposits(2)
|
$
|
12,633
|
|
$
|
9,616
|
|
$
|
6,587
|
|
Securities loaned and sold under agreements to repurchase
|
6,263
|
|
4,889
|
|
2,661
|
|
|||
Trading account liabilities(1)
|
1,308
|
|
1,001
|
|
638
|
|
|||
Short-term borrowings
|
2,465
|
|
2,209
|
|
1,059
|
|
|||
Long-term debt
|
6,494
|
|
6,551
|
|
5,573
|
|
|||
Total interest expense
|
$
|
29,163
|
|
$
|
24,266
|
|
$
|
16,518
|
|
Net interest revenue
|
$
|
47,347
|
|
$
|
46,562
|
|
$
|
45,061
|
|
Provision for loan losses
|
8,218
|
|
7,354
|
|
7,503
|
|
|||
Net interest revenue after provision for loan losses
|
$
|
39,129
|
|
$
|
39,208
|
|
$
|
37,558
|
|
(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 $781 million, $1,182 million and $1,249 million for 2019, 2018 and 2017, respectively.
|
|
2019
|
2018
|
2017
|
|||||||||||||||||||||||||||||||||
In millions of dollars
|
ICG
|
GCB
|
Corp/Other
|
Total
|
ICG
|
GCB
|
Corp/Other
|
Total
|
ICG
|
GCB
|
Corp/Other
|
Total
|
||||||||||||||||||||||||
Investment banking
|
$
|
3,767
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,767
|
|
$
|
3,568
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,568
|
|
$
|
3,817
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,817
|
|
Brokerage commissions
|
1,771
|
|
841
|
|
—
|
|
2,612
|
|
1,977
|
|
815
|
|
—
|
|
2,792
|
|
1,889
|
|
826
|
|
3
|
|
2,718
|
|
||||||||||||
Credit card and bank card
income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
Interchange fees
|
1,222
|
|
8,621
|
|
—
|
|
9,843
|
|
1,077
|
|
8,112
|
|
11
|
|
9,200
|
|
953
|
|
7,523
|
|
99
|
|
8,575
|
|
||||||||||||
Card-related loan fees
|
60
|
|
718
|
|
—
|
|
778
|
|
63
|
|
627
|
|
12
|
|
702
|
|
53
|
|
693
|
|
48
|
|
794
|
|
||||||||||||
Card rewards and partner
payments
|
(691
|
)
|
(8,883
|
)
|
—
|
|
(9,574
|
)
|
(504
|
)
|
(8,253
|
)
|
(12
|
)
|
(8,769
|
)
|
(426
|
)
|
(7,242
|
)
|
(57
|
)
|
(7,725
|
)
|
||||||||||||
Deposit-related fees(1)
|
1,048
|
|
470
|
|
—
|
|
1,518
|
|
1,031
|
|
572
|
|
1
|
|
1,604
|
|
1,031
|
|
642
|
|
14
|
|
1,687
|
|
||||||||||||
Transactional service fees
|
824
|
|
123
|
|
—
|
|
947
|
|
733
|
|
83
|
|
4
|
|
820
|
|
751
|
|
78
|
|
49
|
|
878
|
|
||||||||||||
Corporate finance(2)
|
616
|
|
—
|
|
—
|
|
616
|
|
734
|
|
—
|
|
—
|
|
734
|
|
766
|
|
—
|
|
—
|
|
766
|
|
||||||||||||
Insurance distribution
revenue
|
12
|
|
524
|
|
—
|
|
536
|
|
14
|
|
565
|
|
11
|
|
590
|
|
12
|
|
562
|
|
68
|
|
642
|
|
||||||||||||
Insurance premiums
|
—
|
|
186
|
|
—
|
|
186
|
|
—
|
|
119
|
|
—
|
|
119
|
|
—
|
|
122
|
|
—
|
|
122
|
|
||||||||||||
Loan servicing
|
78
|
|
55
|
|
21
|
|
154
|
|
100
|
|
91
|
|
37
|
|
228
|
|
117
|
|
71
|
|
95
|
|
283
|
|
||||||||||||
Other
|
99
|
|
261
|
|
3
|
|
363
|
|
116
|
|
139
|
|
14
|
|
269
|
|
30
|
|
90
|
|
30
|
|
150
|
|
||||||||||||
Total commissions and
fees(3)
|
$
|
8,806
|
|
$
|
2,916
|
|
$
|
24
|
|
$
|
11,746
|
|
$
|
8,909
|
|
$
|
2,870
|
|
$
|
78
|
|
$
|
11,857
|
|
$
|
8,993
|
|
$
|
3,365
|
|
$
|
349
|
|
$
|
12,707
|
|
(1)
|
Includes overdraft fees of $127 million, $128 million and $135 million for the years ended December 31, 2019, 2018 and 2017, 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 $(7,695) million, $(6,853) million and $(5,627) million not accounted for under ASC 606, Revenue from Contracts with Customers, for the years ended December 31, 2019, 2018 and 2017, 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.
|
|
2019
|
2018
|
2017
|
|||||||||||||||||||||||||||||||||
In millions of dollars
|
ICG
|
GCB
|
Corp/Other
|
Total
|
ICG
|
GCB
|
Corp/Other
|
Total
|
ICG
|
GCB
|
Corp/Other
|
Total
|
||||||||||||||||||||||||
Custody fees
|
$
|
1,453
|
|
$
|
16
|
|
$
|
73
|
|
$
|
1,542
|
|
$
|
1,497
|
|
$
|
133
|
|
$
|
65
|
|
$
|
1,695
|
|
$
|
1,508
|
|
$
|
164
|
|
$
|
56
|
|
$
|
1,728
|
|
Fiduciary fees
|
647
|
|
621
|
|
28
|
|
1,296
|
|
645
|
|
597
|
|
43
|
|
1,285
|
|
593
|
|
575
|
|
91
|
|
1,259
|
|
||||||||||||
Guarantee fees
|
558
|
|
8
|
|
7
|
|
573
|
|
584
|
|
9
|
|
7
|
|
600
|
|
584
|
|
5
|
|
8
|
|
597
|
|
||||||||||||
Total administration
and other fiduciary fees(1)
|
$
|
2,658
|
|
$
|
645
|
|
$
|
108
|
|
$
|
3,411
|
|
$
|
2,726
|
|
$
|
739
|
|
$
|
115
|
|
$
|
3,580
|
|
$
|
2,685
|
|
$
|
744
|
|
$
|
155
|
|
$
|
3,584
|
|
(1)
|
Administration and other fiduciary fees includes $573 million, $600 million and $597 million for the years ended December 31, 2019, 2018 and 2017, respectively, that are not accounted for under ASC 606, Revenue from Contracts with Customers. These amounts include guarantee fees.
|
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Interest rate risks(1)
|
$
|
5,990
|
|
$
|
5,178
|
|
$
|
5,304
|
|
Foreign exchange risks(2)
|
1,650
|
|
1,398
|
|
2,435
|
|
|||
Equity risks(3)
|
872
|
|
1,336
|
|
525
|
|
|||
Commodity and other risks(4)
|
516
|
|
669
|
|
425
|
|
|||
Credit products and risks(5)
|
(136
|
)
|
324
|
|
251
|
|
|||
Total
|
$
|
8,892
|
|
$
|
8,905
|
|
$
|
8,940
|
|
(1)
|
Includes revenues from government securities and corporate debt, municipal securities, mortgage securities and other debt instruments. Also includes spot and forward trading of currencies and exchange-traded and over-the-counter (OTC) currency options, options on fixed income securities, interest rate swaps, currency swaps, swap options, caps and floors, financial futures, OTC options and forward contracts on fixed income securities.
|
(2)
|
Includes revenues from foreign exchange spot, forward, option and swap contracts, as well as foreign currency translation (FX translation) gains and losses.
|
(3)
|
Includes revenues from common, preferred and convertible preferred stock, convertible corporate debt, equity-linked notes and exchange-traded and OTC equity options and warrants.
|
(4)
|
Primarily includes revenues from crude oil, refined oil products, natural gas and other commodities trades.
|
(5)
|
Includes revenues from structured credit products.
|
Unvested stock awards
|
Shares
|
Weighted-
average grant
date fair
value per share
|
|||
Unvested at December 31, 2018
|
31,728,596
|
|
$
|
57.30
|
|
Granted(1)
|
14,920,917
|
|
61.78
|
|
|
Canceled
|
(1,104,448
|
)
|
60.45
|
|
|
Vested(2)
|
(15,350,350
|
)
|
53.58
|
|
|
Unvested at December 31, 2019
|
30,194,715
|
|
$
|
61.30
|
|
(1)
|
The weighted-average fair value of the shares granted during 2018 and 2017 was $73.87 and $59.12, respectively.
|
(2)
|
The weighted-average fair value of the shares vesting during 2019 was approximately $63.38 per share.
|
Valuation assumptions
|
2019
|
2018
|
2017
|
|||
Expected volatility
|
25.33
|
%
|
24.93
|
%
|
25.79
|
%
|
Expected dividend yield
|
2.67
|
|
1.75
|
|
1.30
|
|
(1)
|
The weighted-average grant date fair value per unit awarded in 2018 and 2017 was $83.24 and $59.22, respectively.
|
|
2019
|
2018
|
2017
|
|||||||||||||||||||||
|
Options
|
Weighted-
average
exercise
price
|
Intrinsic
value
per share
|
Options
|
Weighted-
average
exercise
price
|
Intrinsic
value
per share
|
Options
|
Weighted-
average
exercise
price
|
Intrinsic
value
per share
|
|||||||||||||||
Outstanding, beginning of period
|
762,225
|
|
$
|
101.84
|
|
$
|
—
|
|
1,138,813
|
|
$
|
161.96
|
|
$
|
—
|
|
1,527,396
|
|
$
|
131.78
|
|
$
|
—
|
|
Canceled
|
(11,365
|
)
|
40.80
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Expired
|
(449,916
|
)
|
142.30
|
|
—
|
|
(376,588
|
)
|
283.63
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Exercised
|
(134,294
|
)
|
39.00
|
|
23.50
|
|
—
|
|
—
|
|
—
|
|
(388,583
|
)
|
43.35
|
|
15.67
|
|
||||||
Outstanding, end of period
|
166,650
|
|
$
|
47.42
|
|
$
|
32.47
|
|
762,225
|
|
$
|
101.84
|
|
$
|
—
|
|
1,138,813
|
|
$
|
161.96
|
|
$
|
—
|
|
Exercisable, end of period
|
166,650
|
|
|
|
|
762,225
|
|
|
|
|
|
1,138,813
|
|
|
|
|
|
|
|
Options outstanding
|
Options exercisable
|
||||||||
Range of exercise prices
|
Number
outstanding
|
Weighted-average
contractual life
remaining
|
Weighted-average
exercise price
|
Number
exercisable
|
Weighted-average
exercise price
|
||||||
$41.54–$60.00
|
166,650
|
|
1.4 years
|
$
|
47.42
|
|
166,650
|
|
$
|
47.42
|
|
Total at December 31, 2019
|
166,650
|
|
1.4 years
|
$
|
47.42
|
|
166,650
|
|
$
|
47.42
|
|
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Charges for estimated awards to retirement-eligible employees
|
$
|
683
|
|
$
|
669
|
|
$
|
659
|
|
Amortization of deferred cash awards, deferred cash stock units and performance stock units
|
355
|
|
202
|
|
354
|
|
|||
Immediately vested stock award expense(1)
|
82
|
|
75
|
|
70
|
|
|||
Amortization of restricted and deferred stock awards(2)
|
404
|
|
435
|
|
474
|
|
|||
Other variable incentive compensation
|
666
|
|
640
|
|
694
|
|
|||
Total
|
$
|
2,190
|
|
$
|
2,021
|
|
$
|
2,251
|
|
(1)
|
Represents expense for immediately vested stock awards that generally were stock payments in lieu of cash compensation. The expense is generally accrued as cash incentive compensation in the year prior to grant.
|
(2)
|
All periods include amortization expense for all unvested awards to non-retirement-eligible employees.
|
|
Pension plans
|
Postretirement benefit plans
|
||||||||||||||||||||||||||||||||||
|
U.S. plans
|
Non-U.S. plans
|
U.S. plans
|
Non-U.S. plans
|
||||||||||||||||||||||||||||||||
In millions of dollars
|
2019
|
2018
|
2017
|
2019
|
2018
|
2017
|
2019
|
2018
|
2017
|
2019
|
2018
|
2017
|
||||||||||||||||||||||||
Benefits earned during the year
|
$
|
1
|
|
$
|
1
|
|
$
|
3
|
|
$
|
146
|
|
$
|
146
|
|
$
|
153
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
8
|
|
$
|
9
|
|
$
|
9
|
|
Interest cost on benefit obligation
|
469
|
|
514
|
|
533
|
|
287
|
|
292
|
|
295
|
|
24
|
|
26
|
|
26
|
|
104
|
|
102
|
|
101
|
|
||||||||||||
Expected return on plan assets
|
(821
|
)
|
(844
|
)
|
(865
|
)
|
(281
|
)
|
(291
|
)
|
(299
|
)
|
(18
|
)
|
(14
|
)
|
(6
|
)
|
(84
|
)
|
(88
|
)
|
(89
|
)
|
||||||||||||
Amortization of unrecognized:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prior service cost (benefit)
|
2
|
|
2
|
|
2
|
|
(4
|
)
|
(4
|
)
|
(3
|
)
|
—
|
|
—
|
|
—
|
|
(10
|
)
|
(10
|
)
|
(10
|
)
|
||||||||||||
Net actuarial loss
|
200
|
|
165
|
|
173
|
|
61
|
|
53
|
|
61
|
|
—
|
|
(1
|
)
|
—
|
|
23
|
|
29
|
|
35
|
|
||||||||||||
Curtailment loss (gain)(1)
|
1
|
|
1
|
|
6
|
|
(6
|
)
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||
Settlement loss(1)
|
—
|
|
—
|
|
—
|
|
6
|
|
7
|
|
12
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||||||
Total net (benefit) expense
|
$
|
(148
|
)
|
$
|
(161
|
)
|
$
|
(148
|
)
|
$
|
209
|
|
$
|
202
|
|
$
|
219
|
|
$
|
6
|
|
$
|
11
|
|
$
|
20
|
|
$
|
41
|
|
$
|
42
|
|
$
|
46
|
|
(1)
|
Curtailment and settlement relate to repositioning and divestiture actions.
|
|
Pension plans(1)
|
Postretirement benefit plans(1)
|
||||||||||||||||||||||||||||||||||
|
U.S. plans(2)
|
Non-U.S. plans
|
U.S. plans
|
Non-U.S. plans
|
||||||||||||||||||||||||||||||||
In millions of dollars
|
2020
|
2019
|
2018
|
2020
|
2019
|
2018
|
2020
|
2019
|
2018
|
2020
|
2019
|
2018
|
||||||||||||||||||||||||
Contributions made by the Company
|
$
|
—
|
|
$
|
425
|
|
$
|
—
|
|
$
|
111
|
|
$
|
111
|
|
$
|
140
|
|
$
|
—
|
|
$
|
—
|
|
$
|
145
|
|
$
|
4
|
|
$
|
221
|
|
$
|
3
|
|
Benefits paid directly by the Company
|
58
|
|
56
|
|
55
|
|
53
|
|
39
|
|
42
|
|
6
|
|
4
|
|
5
|
|
6
|
|
4
|
|
6
|
|
(1)
|
Amounts reported for 2020 are expected amounts.
|
(2)
|
The U.S. pension plans include benefits paid directly by the Company for the nonqualified pension plans.
|
|
Pension plans
|
Postretirement benefit plans
|
||||||||||||||||||||||
|
U.S. plans
|
Non-U.S. plans
|
U.S. plans
|
Non-U.S. plans
|
||||||||||||||||||||
In millions of dollars
|
2019
|
2018
|
2019
|
2018
|
2019
|
2018
|
2019
|
2018
|
||||||||||||||||
Change in projected benefit obligation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Projected benefit obligation at beginning of year
|
$
|
12,655
|
|
$
|
14,040
|
|
$
|
7,149
|
|
$
|
7,433
|
|
$
|
662
|
|
$
|
699
|
|
$
|
1,159
|
|
$
|
1,261
|
|
Benefits earned during the year
|
1
|
|
1
|
|
146
|
|
146
|
|
—
|
|
—
|
|
8
|
|
9
|
|
||||||||
Interest cost on benefit obligation
|
469
|
|
514
|
|
287
|
|
292
|
|
24
|
|
26
|
|
104
|
|
102
|
|
||||||||
Plan amendments
|
—
|
|
—
|
|
7
|
|
7
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Actuarial loss (gain)( 1)
|
1,263
|
|
(1,056
|
)
|
861
|
|
(99
|
)
|
46
|
|
(1
|
)
|
140
|
|
(123
|
)
|
||||||||
Benefits paid, net of participants’ contributions and government subsidy(2)
|
(936
|
)
|
(845
|
)
|
(304
|
)
|
(293
|
)
|
(40
|
)
|
(62
|
)
|
(72
|
)
|
(68
|
)
|
||||||||
Settlement gain(3)
|
—
|
|
|
|
(84
|
)
|
(121
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Curtailment loss (gain)(3)
|
1
|
|
1
|
|
(4
|
)
|
(1
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Foreign exchange impact and other
|
—
|
|
—
|
|
47
|
|
(215
|
)
|
—
|
|
—
|
|
45
|
|
(22
|
)
|
||||||||
Projected benefit obligation at year end
|
$
|
13,453
|
|
$
|
12,655
|
|
$
|
8,105
|
|
$
|
7,149
|
|
$
|
692
|
|
$
|
662
|
|
$
|
1,384
|
|
$
|
1,159
|
|
Change in plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Plan assets at fair value at beginning of year
|
$
|
11,490
|
|
$
|
12,725
|
|
$
|
6,699
|
|
$
|
7,128
|
|
$
|
345
|
|
$
|
262
|
|
$
|
1,036
|
|
$
|
1,119
|
|
Actual return on plan assets(1)
|
1,682
|
|
(445
|
)
|
781
|
|
(11
|
)
|
36
|
|
(5
|
)
|
138
|
|
(26
|
)
|
||||||||
Company contributions
|
481
|
|
55
|
|
150
|
|
182
|
|
4
|
|
150
|
|
225
|
|
9
|
|
||||||||
Benefits paid, net of participants’ contributions and government subsidy(2)
|
(936
|
)
|
(845
|
)
|
(304
|
)
|
(293
|
)
|
(40
|
)
|
(62
|
)
|
(72
|
)
|
(68
|
)
|
||||||||
Settlement gain(3)
|
—
|
|
—
|
|
(84
|
)
|
(121
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Foreign exchange impact and other
|
—
|
|
—
|
|
314
|
|
(186
|
)
|
—
|
|
—
|
|
(200
|
)
|
2
|
|
||||||||
Plan assets at fair value at year end
|
$
|
12,717
|
|
$
|
11,490
|
|
$
|
7,556
|
|
$
|
6,699
|
|
$
|
345
|
|
$
|
345
|
|
$
|
1,127
|
|
$
|
1,036
|
|
Funded status of the plans
|
|
|
|
|
|
|
|
|
||||||||||||||||
Qualified plans(4)
|
$
|
(23
|
)
|
$
|
(483
|
)
|
$
|
(549
|
)
|
$
|
(450
|
)
|
$
|
(347
|
)
|
$
|
(317
|
)
|
$
|
(257
|
)
|
$
|
(123
|
)
|
Nonqualified plans(5)
|
(713
|
)
|
(682
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Funded status of the plans at year end
|
$
|
(736
|
)
|
$
|
(1,165
|
)
|
$
|
(549
|
)
|
$
|
(450
|
)
|
$
|
(347
|
)
|
$
|
(317
|
)
|
$
|
(257
|
)
|
$
|
(123
|
)
|
Net amount recognized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Qualified plans
|
|
|
|
|
|
|
|
|
||||||||||||||||
Benefit asset
|
$
|
—
|
|
$
|
—
|
|
$
|
808
|
|
$
|
806
|
|
$
|
—
|
|
$
|
—
|
|
$
|
57
|
|
$
|
175
|
|
Benefit liability
|
(23
|
)
|
(483
|
)
|
(1,357
|
)
|
(1,256
|
)
|
(347
|
)
|
(317
|
)
|
(314
|
)
|
(298
|
)
|
||||||||
Qualified plans
|
$
|
(23
|
)
|
$
|
(483
|
)
|
$
|
(549
|
)
|
$
|
(450
|
)
|
$
|
(347
|
)
|
$
|
(317
|
)
|
$
|
(257
|
)
|
$
|
(123
|
)
|
Nonqualified plans
|
(713
|
)
|
(682
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Net amount recognized on the balance sheet
|
$
|
(736
|
)
|
$
|
(1,165
|
)
|
$
|
(549
|
)
|
$
|
(450
|
)
|
$
|
(347
|
)
|
$
|
(317
|
)
|
$
|
(257
|
)
|
$
|
(123
|
)
|
Amounts recognized in AOCI
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net transition obligation
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(1
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Prior service (cost) benefit
|
(12
|
)
|
(13
|
)
|
1
|
|
12
|
|
—
|
|
—
|
|
76
|
|
83
|
|
||||||||
Net actuarial (loss) gain
|
(7,092
|
)
|
(6,892
|
)
|
(1,735
|
)
|
(1,420
|
)
|
24
|
|
53
|
|
(416
|
)
|
(340
|
)
|
||||||||
Net amount recognized in equity (pretax)
|
$
|
(7,104
|
)
|
$
|
(6,905
|
)
|
$
|
(1,734
|
)
|
$
|
(1,409
|
)
|
$
|
24
|
|
$
|
53
|
|
$
|
(340
|
)
|
$
|
(257
|
)
|
Accumulated benefit obligation at year end
|
$
|
13,447
|
|
$
|
12,646
|
|
$
|
7,618
|
|
$
|
6,720
|
|
$
|
692
|
|
$
|
662
|
|
$
|
1,384
|
|
$
|
1,159
|
|
(1)
|
During 2019, the actuarial loss is primarily due to the decline in global discount rates and actual return on plan assets due to favorable asset returns.
|
(2)
|
U.S. postretirement benefit plans were net of Employer Group Waiver Plan subsidy of $22 million and $15 million in 2019 and 2018, respectively.
|
(3)
|
Curtailment and settlement (gains) losses relate to repositioning and divestiture activities.
|
(4)
|
The U.S. qualified pension plan is fully funded under specified Employee Retirement Income Security Act (ERISA) funding rules as of January 1, 2020 and no minimum required funding is expected for 2020.
|
(5)
|
The nonqualified plans of the Company are unfunded.
|
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Beginning of year balance, net of tax(1)(2)
|
$
|
(6,257
|
)
|
$
|
(6,183
|
)
|
$
|
(5,164
|
)
|
Actuarial assumptions changes and plan experience
|
(2,300
|
)
|
1,288
|
|
(760
|
)
|
|||
Net asset gain (loss) due to difference between actual and expected returns
|
1,427
|
|
(1,732
|
)
|
625
|
|
|||
Net amortization
|
274
|
|
214
|
|
229
|
|
|||
Prior service (cost) credit
|
(7
|
)
|
(7
|
)
|
(4
|
)
|
|||
Curtailment/settlement gain(3)
|
1
|
|
7
|
|
17
|
|
|||
Foreign exchange impact and other
|
(66
|
)
|
136
|
|
(93
|
)
|
|||
Impact of Tax Reform(4)
|
—
|
|
—
|
|
(1,020
|
)
|
|||
Change in deferred taxes, net
|
119
|
|
20
|
|
(13
|
)
|
|||
Change, net of tax
|
$
|
(552
|
)
|
$
|
(74
|
)
|
$
|
(1,019
|
)
|
End of year balance, net of tax(1)(2)
|
$
|
(6,809
|
)
|
$
|
(6,257
|
)
|
$
|
(6,183
|
)
|
(1)
|
See Note 19 to the Consolidated Financial Statements for further discussion of net AOCI balance.
|
(2)
|
Includes net-of-tax amounts for certain profit-sharing plans outside the U.S.
|
(3)
|
Curtailment and settlement relate to repositioning and divestiture activities.
|
(4)
|
In the fourth quarter of 2017, Citi adopted ASU 2018-02, which transferred these amounts from AOCI to Retained earnings. See Note 1 to the Consolidated Financial Statements.
|
|
PBO exceeds fair value of plan assets
|
ABO exceeds fair value of plan assets
|
||||||||||||||||||||||
|
U.S. plans(1)
|
Non-U.S. plans
|
U.S. plans(1)
|
Non-U.S. plans
|
||||||||||||||||||||
In millions of dollars
|
2019
|
2018
|
2019
|
2018
|
2019
|
2018
|
2019
|
2018
|
||||||||||||||||
Projected benefit obligation
|
$
|
13,453
|
|
$
|
12,655
|
|
$
|
4,445
|
|
$
|
3,904
|
|
$
|
13,453
|
|
$
|
12,655
|
|
$
|
2,748
|
|
$
|
3,718
|
|
Accumulated benefit obligation
|
13,447
|
|
12,646
|
|
4,041
|
|
3,528
|
|
13,447
|
|
12,646
|
|
2,435
|
|
3,387
|
|
||||||||
Fair value of plan assets
|
12,717
|
|
11,490
|
|
3,089
|
|
2,648
|
|
12,717
|
|
11,490
|
|
1,429
|
|
2,478
|
|
(1)
|
At December 31, 2019 and 2018, for both the U.S. qualified plan and nonqualified plans, the aggregate PBO and the aggregate ABO exceeded plan assets.
|
At year end
|
2019
|
2018
|
Discount rate
|
|
|
U.S. plans
|
|
|
Qualified pension
|
3.25%
|
4.25%
|
Nonqualified pension
|
3.25
|
4.25
|
Postretirement
|
3.15
|
4.20
|
Non-U.S. pension plans
|
|
|
Range(1)
|
-0.10 to 11.30
|
0.25 to 12.00
|
Weighted average
|
3.65
|
4.47
|
Non-U.S. postretirement plans
|
|
|
Range
|
0.90 to 9.10
|
1.75 to 10.75
|
Weighted average
|
7.76
|
9.05
|
Future compensation increase rate(2)
|
|
|
Non-U.S. pension plans
|
|
|
Range
|
1.50 to 11.50
|
1.30 to 13.67
|
Weighted average
|
3.17
|
3.16
|
Expected return on assets
|
|
|
U.S. plans
|
|
|
Qualified pension
|
6.70
|
6.70
|
Postretirement(3)
|
6.70/3.00
|
6.70/3.00
|
Non-U.S. pension plans
|
|
|
Range
|
0.00 to 11.50
|
1.00 to 11.50
|
Weighted average
|
3.95
|
4.30
|
Non-U.S. postretirement plans
|
|
|
Range
|
6.20 to 8.00
|
8.00 to 9.20
|
Weighted average
|
7.99
|
8.01
|
(1)
|
Due to substantial downward movement in yields, there were negative discount rates for plans with relatively short duration in major markets, such as the Eurozone and Switzerland.
|
(2)
|
Not material for U.S. plans.
|
(3)
|
In 2019 and 2018, the expected rate of return for the VEBA Trust was 3.00%.
|
(1)
|
Reflects rates utilized to determine the quarterly expense for Significant non-U.S. pension and postretirement plans.
|
(2)
|
Due to substantial downward movement in yields, there were negative discount rates for plans with relatively short duration in major markets, such as the Eurozone and Switzerland.
|
(3)
|
Not material for U.S. plans.
|
(4)
|
The expected rate of return for the U.S. pension and postretirement plans was lowered from 6.80% to 6.70% effective in the second quarter of 2018 to reflect a change in target asset allocation.
|
(5)
|
In 2017, the VEBA Trust was funded with an expected rate of return on assets of 3.00%.
|
(1)
|
In December 2017, the VEBA Trust was funded for postretirement benefits with an expected rate of return on assets of 3.00%.
|
(2)
|
Actual rates of return are presented net of fees.
|
U.S. plans
|
2019(1)
|
2018(2)
|
Mortality
|
|
|
Pension
|
PRI-2012/MP-2019
|
RP-2014/MP-2018
|
Postretirement
|
PRI-2012/MP-2019
|
RP-2014/MP-2018
|
(1)
|
The PRI-2012 table is the white-collar PRI-2012 table. The MP-2019 projection scale is projected from 2012, with convergence to 0.75% ultimate rate of annual improvement by 2035.
|
(2)
|
The RP-2014 table is the white-collar RP-2014 table. The MP-2018 projection scale is projected from 2006, with convergence to 0.75% ultimate rate of annual improvement by 2034.
|
|
Discount rate
|
||||||||
|
One-percentage-point increase
|
||||||||
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
U.S. plans
|
$
|
28
|
|
$
|
25
|
|
$
|
29
|
|
Non-U.S. plans
|
(19
|
)
|
(22
|
)
|
(27
|
)
|
|||
|
One-percentage-point decrease
|
||||||||
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
U.S. plans
|
$
|
(44
|
)
|
$
|
(37
|
)
|
$
|
(44
|
)
|
Non-U.S. plans
|
32
|
|
32
|
|
41
|
|
|
Expected rate of return
|
||||||||
|
One-percentage-point increase
|
||||||||
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
U.S. plans
|
$
|
(123
|
)
|
$
|
(126
|
)
|
$
|
(127
|
)
|
Non-U.S. plans
|
(64
|
)
|
(64
|
)
|
(64
|
)
|
|||
|
One-percentage-point decrease
|
||||||||
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
U.S. plans
|
$
|
123
|
|
$
|
126
|
|
$
|
127
|
|
Non-U.S. plans
|
64
|
|
64
|
|
64
|
|
|
2019
|
2018
|
Health care cost increase rate for
U.S. plans
|
|
|
Following year
|
6.75%
|
7.00%
|
Ultimate rate to which cost increase is
assumed to decline
|
5.00
|
5.00
|
Year in which the ultimate rate is
reached |
2027
|
2027
|
|
|
|
Health care cost increase rate for
Non-U.S. plans (weighted average)
|
|
|
Following year
|
6.85%
|
6.90%
|
Ultimate rate to which cost increase is
assumed to decline
|
6.85
|
6.90
|
Year in which the ultimate rate
is reached
|
2020
|
2019
|
|
Weighted average interest crediting rate
|
||
At year end
|
2019
|
2018
|
2017
|
U.S. plans
|
2.25%
|
3.25%
|
2.60%
|
Non-U.S. plans
|
1.61
|
1.68
|
1.74
|
|
Target asset
allocation
|
U.S. pension assets
at December 31,
|
U.S. postretirement assets
at December 31,
|
||||||
Asset category(1)
|
2020
|
2019
|
2018
|
2019
|
2018
|
||||
Equity securities(2)
|
0–26%
|
17
|
%
|
15
|
%
|
17
|
%
|
15
|
%
|
Debt securities(3)
|
35–82
|
58
|
|
57
|
|
58
|
|
57
|
|
Real estate
|
0–7
|
4
|
|
5
|
|
4
|
|
5
|
|
Private equity
|
0–10
|
3
|
|
3
|
|
3
|
|
3
|
|
Other investments
|
0–30
|
18
|
|
20
|
|
18
|
|
20
|
|
Total
|
|
100
|
%
|
100
|
%
|
100
|
%
|
100
|
%
|
(1)
|
Asset allocations for the U.S. plans are set by investment strategy, not by investment product. For example, private equities with an underlying investment in real estate are classified in the real estate asset category, not private equity.
|
(2)
|
Equity securities in the U.S. pension and postretirement plans do not include any Citigroup common stock at the end of 2019 and 2018.
|
(3)
|
The VEBA Trust for postretirement benefits are primarily invested in cash equivalents and debt securities in 2019 and 2018, respectively, and are not reflected in the table above.
|
(1)
|
Similar to the U.S. plans, asset allocations for certain non-U.S. plans are set by investment strategy, not by investment product.
|
(1)
|
Similar to the U.S. plans, asset allocations for certain non-U.S. plans are set by investment strategy, not by investment product.
|
|
U.S. pension and postretirement benefit plans(1)
|
|||||||||||
In millions of dollars
|
Fair value measurement at December 31, 2019
|
|||||||||||
Asset categories
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
U.S. equities
|
$
|
739
|
|
$
|
—
|
|
$
|
—
|
|
$
|
739
|
|
Non-U.S. equities
|
553
|
|
—
|
|
—
|
|
553
|
|
||||
Mutual funds and other registered investment companies
|
280
|
|
—
|
|
—
|
|
280
|
|
||||
Commingled funds
|
—
|
|
1,410
|
|
—
|
|
1,410
|
|
||||
Debt securities
|
1,534
|
|
4,046
|
|
—
|
|
5,580
|
|
||||
Annuity contracts
|
—
|
|
—
|
|
1
|
|
1
|
|
||||
Derivatives
|
10
|
|
245
|
|
—
|
|
255
|
|
||||
Other investments
|
—
|
|
—
|
|
75
|
|
75
|
|
||||
Total investments
|
$
|
3,116
|
|
$
|
5,701
|
|
$
|
76
|
|
$
|
8,893
|
|
Cash and short-term investments
|
$
|
93
|
|
$
|
1,080
|
|
$
|
—
|
|
$
|
1,173
|
|
Other investment liabilities
|
(87
|
)
|
(249
|
)
|
—
|
|
(336
|
)
|
||||
Net investments at fair value
|
$
|
3,122
|
|
$
|
6,532
|
|
$
|
76
|
|
$
|
9,730
|
|
Other investment receivables redeemed at NAV
|
|
|
|
$
|
22
|
|
||||||
Securities valued at NAV
|
|
|
|
3,310
|
|
|||||||
Total net assets
|
|
|
|
$
|
13,062
|
|
(1)
|
The investments of the U.S. pension and postretirement plans are commingled in one trust. At December 31, 2019, the allocable interests of the U.S. pension and postretirement plans were 98.0% and 2.0%, respectively. The investments of the VEBA Trust for postretirement benefits are reflected in the above table.
|
|
U.S. pension and postretirement benefit plans(1)
|
|||||||||||
In millions of dollars
|
Fair value measurement at December 31, 2018
|
|||||||||||
Asset categories
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
U.S. equities
|
$
|
625
|
|
$
|
—
|
|
$
|
—
|
|
$
|
625
|
|
Non-U.S. equities
|
481
|
|
—
|
|
—
|
|
481
|
|
||||
Mutual funds and other registered investment companies
|
215
|
|
—
|
|
—
|
|
215
|
|
||||
Commingled funds
|
—
|
|
1,344
|
|
—
|
|
1,344
|
|
||||
Debt securities
|
1,346
|
|
3,443
|
|
—
|
|
4,789
|
|
||||
Annuity contracts
|
—
|
|
—
|
|
1
|
|
1
|
|
||||
Derivatives
|
16
|
|
252
|
|
—
|
|
268
|
|
||||
Other investments
|
—
|
|
—
|
|
127
|
|
127
|
|
||||
Total investments
|
$
|
2,683
|
|
$
|
5,039
|
|
$
|
128
|
|
$
|
7,850
|
|
Cash and short-term investments
|
$
|
93
|
|
$
|
897
|
|
$
|
—
|
|
$
|
990
|
|
Other investment liabilities
|
(100
|
)
|
(254
|
)
|
—
|
|
(354
|
)
|
||||
Net investments at fair value
|
$
|
2,676
|
|
$
|
5,682
|
|
$
|
128
|
|
$
|
8,486
|
|
Other investment receivables redeemed at NAV
|
|
|
|
$
|
80
|
|
||||||
Securities valued at NAV
|
|
|
|
3,269
|
|
|||||||
Total net assets
|
|
|
|
$
|
11,835
|
|
(1)
|
The investments of the U.S. pension and postretirement plans are commingled in one trust. At December 31, 2018, the allocable interests of the U.S. pension and postretirement plans were 98.0% and 2.0%, respectively. The investments of the VEBA Trust for postretirement benefits are reflected in the above table.
|
|
Non-U.S. pension and postretirement benefit plans
|
|||||||||||
In millions of dollars
|
Fair value measurement at December 31, 2019
|
|||||||||||
Asset categories
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
U.S. equities
|
$
|
4
|
|
$
|
12
|
|
$
|
—
|
|
$
|
16
|
|
Non-U.S. equities
|
127
|
|
262
|
|
—
|
|
389
|
|
||||
Mutual funds and other registered investment companies
|
3,223
|
|
63
|
|
—
|
|
3,286
|
|
||||
Commingled funds
|
23
|
|
—
|
|
—
|
|
23
|
|
||||
Debt securities
|
4,307
|
|
1,615
|
|
10
|
|
5,932
|
|
||||
Real estate
|
—
|
|
3
|
|
1
|
|
4
|
|
||||
Annuity contracts
|
—
|
|
—
|
|
5
|
|
5
|
|
||||
Derivatives
|
—
|
|
1,590
|
|
—
|
|
1,590
|
|
||||
Other investments
|
1
|
|
—
|
|
274
|
|
275
|
|
||||
Total investments
|
$
|
7,685
|
|
$
|
3,545
|
|
$
|
290
|
|
$
|
11,520
|
|
Cash and short-term investments
|
$
|
86
|
|
$
|
3
|
|
$
|
—
|
|
$
|
89
|
|
Other investment liabilities
|
(3
|
)
|
(2,938
|
)
|
—
|
|
(2,941
|
)
|
||||
Net investments at fair value
|
$
|
7,768
|
|
$
|
610
|
|
$
|
290
|
|
$
|
8,668
|
|
Securities valued at NAV
|
|
|
|
$
|
15
|
|
||||||
Total net assets
|
|
|
|
$
|
8,683
|
|
|
Non-U.S. pension and postretirement benefit plans
|
|||||||||||
In millions of dollars
|
Fair value measurement at December 31, 2018
|
|||||||||||
Asset categories
|
Level 1
|
Level 2
|
Level 3
|
Total
|
||||||||
U.S. equities
|
$
|
4
|
|
$
|
9
|
|
$
|
—
|
|
$
|
13
|
|
Non-U.S. equities
|
100
|
|
100
|
|
—
|
|
200
|
|
||||
Mutual funds and other registered investment companies
|
2,887
|
|
63
|
|
—
|
|
2,950
|
|
||||
Commingled funds
|
21
|
|
—
|
|
—
|
|
21
|
|
||||
Debt securities
|
5,145
|
|
1,500
|
|
9
|
|
6,654
|
|
||||
Real estate
|
—
|
|
3
|
|
1
|
|
4
|
|
||||
Annuity contracts
|
—
|
|
1
|
|
10
|
|
11
|
|
||||
Derivatives
|
—
|
|
156
|
|
—
|
|
156
|
|
||||
Other investments
|
1
|
|
—
|
|
210
|
|
211
|
|
||||
Total investments
|
$
|
8,158
|
|
$
|
1,832
|
|
$
|
230
|
|
$
|
10,220
|
|
Cash and short-term investments
|
$
|
91
|
|
$
|
3
|
|
$
|
—
|
|
$
|
94
|
|
Other investment liabilities
|
(1
|
)
|
(2,589
|
)
|
—
|
|
(2,590
|
)
|
||||
Net investments at fair value
|
$
|
8,248
|
|
$
|
(754
|
)
|
$
|
230
|
|
$
|
7,724
|
|
Securities valued at NAV
|
|
|
|
$
|
11
|
|
||||||
Total net assets
|
|
|
|
$
|
7,735
|
|
In millions of dollars
|
U.S. pension and postretirement benefit plans
|
|||||||||||||||||
Asset categories
|
Beginning Level 3 fair value at
Dec. 31, 2018
|
Realized (losses)
|
Unrealized gains
|
Purchases, sales and issuances
|
Transfers in and/or out of Level 3
|
Ending Level 3 fair value at Dec. 31, 2019
|
||||||||||||
Annuity contracts
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1
|
|
Other investments
|
127
|
|
(7
|
)
|
12
|
|
(57
|
)
|
—
|
|
75
|
|
||||||
Total investments
|
$
|
128
|
|
$
|
(7
|
)
|
$
|
12
|
|
$
|
(57
|
)
|
$
|
—
|
|
$
|
76
|
|
In millions of dollars
|
U.S. pension and postretirement benefit plans
|
|||||||||||||||||
Asset categories
|
Beginning Level 3 fair value at
Dec. 31, 2017
|
Realized (losses)
|
Unrealized (losses)
|
Purchases, sales and issuances
|
Transfers in and/or out of Level 3
|
Ending Level 3 fair value at Dec. 31, 2018
|
||||||||||||
Annuity contracts
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1
|
|
Other investments
|
148
|
|
(2
|
)
|
(18
|
)
|
(1
|
)
|
—
|
|
127
|
|
||||||
Total investments
|
$
|
149
|
|
$
|
(2
|
)
|
$
|
(18
|
)
|
$
|
(1
|
)
|
$
|
—
|
|
$
|
128
|
|
In millions of dollars
|
Non-U.S. pension and postretirement benefit plans
|
||||||||||||||
Asset categories
|
Beginning Level 3 fair value at
Dec. 31, 2018
|
Unrealized gains
|
Purchases, sales and issuances
|
Transfers in and/or out of Level 3
|
Ending Level 3 fair value at Dec. 31, 2019
|
||||||||||
Debt securities
|
$
|
9
|
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
10
|
|
Real estate
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||
Annuity contracts
|
10
|
|
—
|
|
(5
|
)
|
—
|
|
5
|
|
|||||
Other investments
|
210
|
|
7
|
|
57
|
|
—
|
|
274
|
|
|||||
Total investments
|
$
|
230
|
|
$
|
8
|
|
$
|
52
|
|
$
|
—
|
|
$
|
290
|
|
In millions of dollars
|
Non-U.S. pension and postretirement benefit plans
|
||||||||||||||
Asset categories
|
Beginning Level 3 fair value at
Dec. 31, 2017 |
Unrealized (losses)
|
Purchases, sales and issuances
|
Transfers in and/or out of Level 3
|
Ending Level 3 fair value at
Dec. 31, 2018
|
||||||||||
Non-U.S. equities
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(1
|
)
|
$
|
—
|
|
Debt securities
|
7
|
|
(1
|
)
|
3
|
|
—
|
|
9
|
|
|||||
Real estate
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||
Annuity contracts
|
9
|
|
(1
|
)
|
1
|
|
1
|
|
10
|
|
|||||
Other investments
|
214
|
|
(3
|
)
|
(1
|
)
|
—
|
|
210
|
|
|||||
Total investments
|
$
|
232
|
|
$
|
(5
|
)
|
$
|
3
|
|
$
|
—
|
|
$
|
230
|
|
•
|
periodic asset/liability management studies and strategic asset allocation reviews;
|
•
|
periodic monitoring of funding levels and funding ratios;
|
•
|
periodic monitoring of compliance with asset allocation guidelines;
|
•
|
periodic monitoring of asset class and/or investment manager performance against benchmarks; and
|
•
|
periodic risk capital analysis and stress testing.
|
|
Pension plans
|
Postretirement benefit plans
|
||||||||||
In millions of dollars
|
U.S. plans
|
Non-U.S. plans
|
U.S. plans
|
Non-U.S. plans
|
||||||||
2020
|
$
|
821
|
|
$
|
476
|
|
$
|
64
|
|
$
|
75
|
|
2021
|
840
|
|
434
|
|
63
|
|
80
|
|
||||
2022
|
851
|
|
464
|
|
61
|
|
85
|
|
||||
2023
|
866
|
|
480
|
|
59
|
|
91
|
|
||||
2024
|
873
|
|
495
|
|
57
|
|
97
|
|
||||
2025–2029
|
4,282
|
|
2,651
|
|
244
|
|
567
|
|
|
Net expense
|
||||||||
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Service-related expense
|
|
|
|
|
|
|
|||
Interest cost on benefit obligation
|
$
|
2
|
|
$
|
2
|
|
$
|
2
|
|
Expected return on plan assets
|
(1
|
)
|
(1
|
)
|
—
|
|
|||
Amortization of unrecognized:
|
|
|
|
||||||
Prior service cost
|
—
|
|
(23
|
)
|
(31
|
)
|
|||
Net actuarial loss
|
2
|
|
2
|
|
2
|
|
|||
Total service-related (benefit) expense
|
$
|
3
|
|
$
|
(20
|
)
|
$
|
(27
|
)
|
Non-service-related expense (benefit)
|
$
|
6
|
|
$
|
2
|
|
$
|
30
|
|
Total net expense (benefit)
|
$
|
9
|
|
$
|
(18
|
)
|
$
|
3
|
|
|
U.S. plans
|
||||||||
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Company contributions
|
$
|
404
|
|
$
|
396
|
|
$
|
383
|
|
|
|
|
|
||||||
|
Non-U.S. plans
|
||||||||
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Company contributions
|
$
|
281
|
|
$
|
283
|
|
$
|
270
|
|
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Current
|
|
|
|
|
|
|
|||
Federal
|
$
|
365
|
|
$
|
834
|
|
$
|
332
|
|
Non-U.S.
|
4,352
|
|
4,290
|
|
3,910
|
|
|||
State
|
323
|
|
284
|
|
269
|
|
|||
Total current income taxes
|
$
|
5,040
|
|
$
|
5,408
|
|
$
|
4,511
|
|
Deferred
|
|
|
|
|
|
|
|||
Federal
|
$
|
(907
|
)
|
$
|
(620
|
)
|
$
|
24,902
|
|
Non-U.S.
|
10
|
|
371
|
|
(377
|
)
|
|||
State
|
287
|
|
198
|
|
352
|
|
|||
Total deferred income taxes
|
$
|
(610
|
)
|
$
|
(51
|
)
|
$
|
24,877
|
|
Provision for income tax on continuing operations before noncontrolling interests(1)
|
$
|
4,430
|
|
$
|
5,357
|
|
$
|
29,388
|
|
Provision (benefit) for income taxes on discontinued operations
|
(27
|
)
|
(18
|
)
|
7
|
|
|||
Income tax expense (benefit) reported in stockholders’ equity related to:
|
|
|
|
|
|
||||
FX translation
|
(11
|
)
|
(263
|
)
|
188
|
|
|||
Investment securities
|
648
|
|
(346
|
)
|
(149
|
)
|
|||
Employee stock plans
|
(16
|
)
|
(2
|
)
|
(4
|
)
|
|||
Cash flow hedges
|
269
|
|
(8
|
)
|
(12
|
)
|
|||
Benefit plans
|
(119
|
)
|
(20
|
)
|
13
|
|
|||
FVO DVA
|
(337
|
)
|
302
|
|
(250
|
)
|
|||
Excluded fair value hedges
|
8
|
|
(17
|
)
|
—
|
|
|||
Retained earnings(2)
|
46
|
|
(305
|
)
|
(295
|
)
|
|||
Income taxes before noncontrolling interests
|
$
|
4,891
|
|
$
|
4,680
|
|
$
|
28,886
|
|
(1)
|
Includes the tax on realized investment gains and other-than-temporary-impairment losses resulting in a provision (benefit) of $373 million and $(9) million in 2019, $104 million and $(32) million in 2018 and $272 million and $(22) million in 2017, respectively.
|
(2)
|
2019 reflects the tax effect of the accounting change for ASU 2016-02. 2018 reflects the tax effect of the accounting change for ASU 2016-16 and the tax effect of the accounting change for ASU 2018-03, to report the net unrealized gains on former AFS equity securities. 2017 reflects the tax effect of the accounting change for ASU 2017-08. See Note 1 to the Consolidated Financial Statements.
|
|
2019
|
2018
|
2017
|
|||
Federal statutory rate
|
21.0
|
%
|
21.0
|
%
|
35.0
|
%
|
State income taxes, net of federal benefit
|
1.9
|
|
1.8
|
|
1.1
|
|
Non-U.S. income tax rate differential
|
1.3
|
|
5.3
|
|
(1.6
|
)
|
Effect of tax law changes(1)
|
(0.5
|
)
|
(0.6
|
)
|
99.7
|
|
Basis difference in affiliates
|
(0.1
|
)
|
(2.4
|
)
|
(2.1
|
)
|
Tax advantaged investments
|
(2.3
|
)
|
(2.0
|
)
|
(2.2
|
)
|
Valuation allowance releases(2)
|
(3.0
|
)
|
—
|
|
—
|
|
Other, net
|
0.2
|
|
(0.3
|
)
|
(0.8
|
)
|
Effective income tax rate
|
18.5
|
%
|
22.8
|
%
|
129.1
|
%
|
(1)
|
2018 includes one-time Tax Reform benefits of $94 million for amounts that were considered provisional pursuant to SAB 118. 2017 includes the one-time $22,594 million charge for Tax Reform.
|
(2)
|
See the Deferred Tax Assets section below for a description of the components.
|
In millions of dollars
|
2019
|
2018
|
||||
Deferred tax assets
|
|
|
|
|
||
Credit loss deduction
|
$
|
3,809
|
|
$
|
3,419
|
|
Deferred compensation and employee benefits
|
2,224
|
|
1,975
|
|
||
Repositioning and settlement reserves
|
345
|
|
428
|
|
||
U.S. tax on non-U.S. earnings
|
1,030
|
|
2,080
|
|
||
Investment and loan basis differences
|
2,727
|
|
4,891
|
|
||
Tax credit and net operating loss carry-forwards
|
19,711
|
|
20,759
|
|
||
Fixed assets and leases
|
2,607
|
|
1,006
|
|
||
Other deferred tax assets
|
2,996
|
|
2,385
|
|
||
Gross deferred tax assets
|
$
|
35,449
|
|
$
|
36,943
|
|
Valuation allowance
|
$
|
6,476
|
|
$
|
9,258
|
|
Deferred tax assets after valuation allowance
|
$
|
28,973
|
|
$
|
27,685
|
|
Deferred tax liabilities
|
|
|
|
|
||
Intangibles and leases
|
$
|
(2,640
|
)
|
$
|
(1,284
|
)
|
Debt issuances
|
(201
|
)
|
(530
|
)
|
||
Non-U.S. withholding taxes
|
(974
|
)
|
(1,040
|
)
|
||
Interest-related items
|
(587
|
)
|
(594
|
)
|
||
Other deferred tax liabilities
|
(1,477
|
)
|
(1,334
|
)
|
||
Gross deferred tax liabilities
|
$
|
(5,879
|
)
|
$
|
(4,782
|
)
|
Net deferred tax assets
|
$
|
23,094
|
|
$
|
22,903
|
|
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Total unrecognized tax benefits at January 1
|
$
|
607
|
|
$
|
1,013
|
|
$
|
1,092
|
|
Net amount of increases for current year’s tax positions
|
50
|
|
40
|
|
43
|
|
|||
Gross amount of increases for prior years’ tax positions
|
151
|
|
46
|
|
324
|
|
|||
Gross amount of decreases for prior years’ tax positions
|
(44
|
)
|
(174
|
)
|
(246
|
)
|
|||
Amounts of decreases relating to settlements
|
(21
|
)
|
(283
|
)
|
(199
|
)
|
|||
Reductions due to lapse of statutes of limitation
|
(23
|
)
|
(23
|
)
|
(11
|
)
|
|||
Foreign exchange, acquisitions and dispositions
|
1
|
|
(12
|
)
|
10
|
|
|||
Total unrecognized tax benefits at December 31
|
$
|
721
|
|
$
|
607
|
|
$
|
1,013
|
|
|
2019
|
2018
|
2017
|
|||||||||||||||
In millions of dollars
|
Pretax
|
Net of tax
|
Pretax
|
Net of tax
|
Pretax
|
Net of tax
|
||||||||||||
Total interest and penalties on the Consolidated Balance Sheet at January 1
|
$
|
103
|
|
$
|
85
|
|
$
|
121
|
|
$
|
101
|
|
$
|
260
|
|
$
|
164
|
|
Total interest and penalties in the Consolidated Statement of Income
|
(4
|
)
|
(4
|
)
|
6
|
|
6
|
|
5
|
|
21
|
|
||||||
Total interest and penalties on the Consolidated Balance Sheet at December 31(1)
|
100
|
|
82
|
|
103
|
|
85
|
|
121
|
|
101
|
|
(1)
|
Includes $3 million, $2 million and $3 million for non-U.S. penalties in 2019, 2018 and 2017. Also includes $1 million, $1 million and $3 million for state penalties in 2019, 2018 and 2017.
|
Jurisdiction
|
Tax year
|
United States
|
2016
|
Mexico
|
2014
|
New York State and City
|
2009
|
United Kingdom
|
2015
|
India
|
2016
|
Singapore
|
2011
|
Hong Kong
|
2013
|
Ireland
|
2015
|
In billions of dollars
|
|
|
||||
Jurisdiction/component(1)
|
DTAs balance December 31, 2019
|
DTAs balance December 31, 2018
|
||||
U.S. federal(2)
|
|
|
|
|
||
Net operating losses (NOLs)(3)
|
$
|
2.8
|
|
$
|
2.6
|
|
Foreign tax credits (FTCs)
|
6.3
|
|
6.8
|
|
||
General business credits (GBCs)
|
2.5
|
|
1.0
|
|
||
Future tax deductions and credits
|
6.2
|
|
6.7
|
|
||
Total U.S. federal
|
$
|
17.8
|
|
$
|
17.1
|
|
State and local
|
|
|
|
|
||
New York NOLs
|
$
|
1.7
|
|
$
|
2.0
|
|
Other state NOLs
|
0.2
|
|
0.2
|
|
||
Future tax deductions
|
1.3
|
|
1.4
|
|
||
Total state and local
|
$
|
3.2
|
|
$
|
3.6
|
|
Non-U.S.
|
|
|
|
|
||
NOLs
|
$
|
0.5
|
|
$
|
0.6
|
|
Future tax deductions
|
1.6
|
|
1.6
|
|
||
Total non-U.S.
|
$
|
2.1
|
|
$
|
2.2
|
|
Total
|
$
|
23.1
|
|
$
|
22.9
|
|
(1)
|
All amounts are net of valuation allowances.
|
(2)
|
Included in the net U.S. federal DTAs of $17.8 billion as of December 31, 2019 were deferred tax liabilities of $3.4 billion that will reverse in the relevant carry-forward period and may be used to support the DTAs.
|
(3)
|
Consists of non-consolidated tax return NOL carry-forwards that are eventually expected to be utilized in Citigroup’s consolidated tax return.
|
In billions of dollars
|
|
|||||
Year of expiration
|
December 31, 2019
|
December 31, 2018
|
||||
U.S. tax return general basket foreign tax credit carry-forwards(1)
|
|
|
|
|
||
2020
|
$
|
0.9
|
|
$
|
2.0
|
|
2021
|
1.1
|
|
1.1
|
|
||
2022
|
2.4
|
|
2.4
|
|
||
2023
|
0.4
|
|
0.4
|
|
||
2025
|
1.4
|
|
1.4
|
|
||
2027
|
1.2
|
|
1.1
|
|
||
Total U.S. tax return general basket foreign tax credit carry-forwards
|
$
|
7.4
|
|
$
|
8.4
|
|
U.S. tax return branch basket foreign tax credit carry-forwards(1)
|
|
|
|
|
||
2019
|
$
|
—
|
|
$
|
0.9
|
|
2020
|
0.7
|
|
0.6
|
|
||
2021
|
0.6
|
|
0.7
|
|
||
2022
|
1.0
|
|
0.9
|
|
||
2028
|
0.9
|
|
1.3
|
|
||
2029
|
0.3
|
|
—
|
|
||
Total U.S. tax return branch basket foreign tax credit carry-forwards
|
$
|
3.5
|
|
$
|
4.4
|
|
U.S. tax return general business credit carry-forwards
|
|
|
||||
2033
|
$
|
0.3
|
|
$
|
—
|
|
2034
|
0.2
|
|
—
|
|
||
2035
|
0.2
|
|
—
|
|
||
2036
|
0.1
|
|
0.1
|
|
||
2037
|
0.5
|
|
0.4
|
|
||
2038
|
0.5
|
|
0.5
|
|
||
2039
|
0.7
|
|
—
|
|
||
Total U.S. tax return general business credit carry-forwards
|
$
|
2.5
|
|
$
|
1.0
|
|
U.S. subsidiary separate federal NOL carry-forwards
|
|
|
|
|
||
2027
|
$
|
0.1
|
|
$
|
0.2
|
|
2028
|
0.1
|
|
0.1
|
|
||
2030
|
0.3
|
|
0.3
|
|
||
2032
|
—
|
|
0.1
|
|
||
2033
|
1.6
|
|
1.6
|
|
||
2034
|
2.0
|
|
2.1
|
|
||
2035
|
3.3
|
|
3.3
|
|
||
2036
|
2.1
|
|
2.1
|
|
||
2037
|
1.0
|
|
1.0
|
|
||
Unlimited carry-forward period
|
3.0
|
|
1.7
|
|
||
Total U.S. subsidiary separate federal NOL carry-forwards(2)
|
$
|
13.5
|
|
$
|
12.5
|
|
New York State NOL carry-forwards(2)
|
|
|
|
|
||
2034
|
$
|
9.9
|
|
$
|
11.7
|
|
New York City NOL carry-forwards(2)
|
|
|
|
|
||
2034
|
$
|
10.0
|
|
$
|
11.5
|
|
Non-U.S. NOL carry-forwards(1)
|
|
|
|
|
||
Various
|
$
|
1.5
|
|
$
|
2.0
|
|
(1)
|
Before valuation allowance.
|
(2)
|
Pretax.
|
In millions of dollars, except per share amounts
|
2019
|
2018
|
2017
|
||||||
Earnings per common share
|
|
|
|
||||||
Income from continuing operations before attribution of noncontrolling interests
|
$
|
19,471
|
|
$
|
18,088
|
|
$
|
(6,627
|
)
|
Less: Noncontrolling interests from continuing operations
|
66
|
|
35
|
|
60
|
|
|||
Net income from continuing operations (for EPS purposes)
|
$
|
19,405
|
|
$
|
18,053
|
|
$
|
(6,687
|
)
|
Loss from discontinued operations, net of taxes
|
(4
|
)
|
(8
|
)
|
(111
|
)
|
|||
Citigroup's net income
|
$
|
19,401
|
|
$
|
18,045
|
|
$
|
(6,798
|
)
|
Less: Preferred dividends(1)
|
1,109
|
|
1,174
|
|
1,213
|
|
|||
Net income available to common shareholders
|
$
|
18,292
|
|
$
|
16,871
|
|
$
|
(8,011
|
)
|
Less: Dividends and undistributed earnings allocated to employee restricted and deferred shares
with rights to dividends, applicable to basic EPS |
121
|
|
200
|
|
37
|
|
|||
Net income allocated to common shareholders for basic EPS
|
$
|
18,171
|
|
$
|
16,671
|
|
$
|
(8,048
|
)
|
Weighted-average common shares outstanding applicable to basic EPS (in millions)
|
2,249.2
|
|
2,493.3
|
|
2,698.5
|
|
|||
Basic earnings per share(2)
|
|
|
|
|
|||||
Income from continuing operations
|
$
|
8.08
|
|
$
|
6.69
|
|
$
|
(2.94
|
)
|
Discontinued operations
|
—
|
|
—
|
|
(0.04
|
)
|
|||
Net income per share—basic
|
$
|
8.08
|
|
$
|
6.69
|
|
$
|
(2.98
|
)
|
Diluted earnings per share
|
|
|
|
|
|||||
Net income allocated to common shareholders for basic EPS
|
$
|
18,171
|
|
$
|
16,671
|
|
$
|
(8,048
|
)
|
Add back: Dividends allocated to employee restricted and deferred shares with rights to dividends
that are forfeitable |
33
|
|
—
|
|
—
|
|
|||
Net income allocated to common shareholders for diluted EPS
|
$
|
18,204
|
|
$
|
16,671
|
|
$
|
(8,048
|
)
|
Weighted-average common shares outstanding applicable to basic EPS (in millions)
|
$
|
2,249.2
|
|
$
|
2,493.3
|
|
$
|
2,698.5
|
|
Effect of dilutive securities
|
|
|
|
||||||
Options(3)
|
0.1
|
|
0.1
|
|
—
|
|
|||
Other employee plans
|
16.0
|
|
1.4
|
|
—
|
|
|||
Adjusted weighted-average common shares outstanding applicable to diluted EPS (in millions)(4)
|
2,265.3
|
|
2,494.8
|
|
2,698.5
|
|
|||
Diluted earnings per share(2)
|
|
|
|
||||||
Income from continuing operations
|
$
|
8.04
|
|
$
|
6.69
|
|
$
|
(2.94
|
)
|
Discontinued operations
|
—
|
|
—
|
|
(0.04
|
)
|
|||
Net income per share—diluted
|
$
|
8.04
|
|
$
|
6.68
|
|
$
|
(2.98
|
)
|
(1)
|
See Note 20 to the Consolidated Financial Statements for the potential future impact of preferred stock dividends.
|
(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 2019, no significant options to purchase shares of common stock were outstanding. During 2018 and 2017, weighted-average options to purchase 0.5 million and 0.8 million shares of common stock, respectively, were outstanding but not included in the computation of earnings per share because the weighted-average exercise prices of $145.69 and $204.80 per share, respectively, were anti-dilutive.
|
(4)
|
Due to rounding, common shares outstanding applicable to basic EPS and the effect of dilutive securities may not sum to common shares outstanding applicable to diluted EPS.
|
|
December 31,
|
December 31,
|
||||
In millions of dollars
|
2019
|
2018
|
||||
Securities purchased under agreements to resell
|
$
|
169,874
|
|
$
|
159,364
|
|
Deposits paid for securities borrowed
|
81,448
|
|
111,320
|
|
||
Total(1)
|
$
|
251,322
|
|
$
|
270,684
|
|
|
December 31,
|
December 31,
|
||||
In millions of dollars
|
2019
|
2018
|
||||
Securities sold under agreements to repurchase
|
$
|
155,164
|
|
$
|
166,090
|
|
Deposits received for securities loaned
|
11,175
|
|
11,678
|
|
||
Total(1)
|
$
|
166,339
|
|
$
|
177,768
|
|
(1)
|
The above tables do not include securities-for-securities lending transactions of $6.3 billion and $15.9 billion at December 31, 2019 and 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 December 31, 2019
|
||||||||||||||
In millions of dollars
|
Gross amounts
of recognized assets |
Gross amounts
offset on the Consolidated Balance Sheet(1) |
Net amounts of
assets included on the Consolidated Balance Sheet |
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
|
$
|
281,274
|
|
$
|
111,400
|
|
$
|
169,874
|
|
$
|
134,150
|
|
$
|
35,724
|
|
Deposits paid for securities borrowed
|
90,047
|
|
8,599
|
|
81,448
|
|
27,067
|
|
54,381
|
|
|||||
Total
|
$
|
371,321
|
|
$
|
119,999
|
|
$
|
251,322
|
|
$
|
161,217
|
|
$
|
90,105
|
|
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
|
$
|
266,564
|
|
$
|
111,400
|
|
$
|
155,164
|
|
$
|
91,034
|
|
$
|
64,130
|
|
Deposits received for securities loaned
|
19,774
|
|
8,599
|
|
11,175
|
|
3,138
|
|
8,037
|
|
|||||
Total
|
$
|
286,338
|
|
$
|
119,999
|
|
$
|
166,339
|
|
$
|
94,172
|
|
$
|
72,167
|
|
|
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 December 31, 2019
|
||||||||||||||
In millions of dollars
|
Open and overnight
|
Up to 30 days
|
31–90 days
|
Greater than 90 days
|
Total
|
||||||||||
Securities sold under agreements to repurchase
|
$
|
108,534
|
|
$
|
82,749
|
|
$
|
35,108
|
|
$
|
40,173
|
|
$
|
266,564
|
|
Deposits received for securities loaned
|
15,758
|
|
208
|
|
1,789
|
|
2,019
|
|
19,774
|
|
|||||
Total
|
$
|
124,292
|
|
$
|
82,957
|
|
$
|
36,897
|
|
$
|
42,192
|
|
$
|
286,338
|
|
|
As of December 31, 2018
|
||||||||||||||
In millions of dollars
|
Open and overnight
|
Up to 30 days
|
31–90 days
|
Greater than 90 days
|
Total
|
||||||||||
Securities sold under agreements to repurchase
|
$
|
108,405
|
|
$
|
70,850
|
|
$
|
29,898
|
|
$
|
44,361
|
|
$
|
253,514
|
|
Deposits received for securities loaned
|
6,296
|
|
774
|
|
2,626
|
|
1,982
|
|
11,678
|
|
|||||
Total
|
$
|
114,701
|
|
$
|
71,624
|
|
$
|
32,524
|
|
$
|
46,343
|
|
$
|
265,192
|
|
|
As of December 31, 2019
|
||||||||
In millions of dollars
|
Repurchase agreements
|
Securities lending agreements
|
Total
|
||||||
U.S. Treasury and federal agency securities
|
$
|
100,781
|
|
$
|
27
|
|
$
|
100,808
|
|
State and municipal securities
|
1,938
|
|
5
|
|
1,943
|
|
|||
Foreign government securities
|
95,880
|
|
272
|
|
96,152
|
|
|||
Corporate bonds
|
18,761
|
|
249
|
|
19,010
|
|
|||
Equity securities
|
12,010
|
|
19,069
|
|
31,079
|
|
|||
Mortgage-backed securities
|
28,458
|
|
—
|
|
28,458
|
|
|||
Asset-backed securities
|
4,873
|
|
—
|
|
4,873
|
|
|||
Other
|
3,863
|
|
152
|
|
4,015
|
|
|||
Total
|
$
|
266,564
|
|
$
|
19,774
|
|
$
|
286,338
|
|
|
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
|
|
|
December 31,
|
|||||
In millions of dollars
|
2019
|
2018
|
||||
Receivables from customers
|
$
|
15,912
|
|
$
|
14,415
|
|
Receivables from brokers, dealers and clearing organizations
|
23,945
|
|
21,035
|
|
||
Total brokerage receivables(1)
|
$
|
39,857
|
|
$
|
35,450
|
|
Payables to customers
|
$
|
37,613
|
|
$
|
40,273
|
|
Payables to brokers, dealers and clearing organizations
|
10,988
|
|
24,298
|
|
||
Total brokerage payables(1)
|
$
|
48,601
|
|
$
|
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.
|
|
December 31,
|
|||||
In millions of dollars
|
2019
|
2018
|
||||
Debt securities AFS
|
$
|
280,265
|
|
$
|
288,038
|
|
Debt securities HTM(1)
|
80,775
|
|
63,357
|
|
||
Marketable equity securities carried at fair value(2)
|
458
|
|
220
|
|
||
Non-marketable equity securities carried at fair value(2)
|
704
|
|
889
|
|
||
Non-marketable equity securities measured using the measurement alternative(3)
|
700
|
|
538
|
|
||
Non-marketable equity securities carried at cost(4)
|
5,661
|
|
5,565
|
|
||
Total investments
|
$
|
368,563
|
|
$
|
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)
|
Primarily consists of shares issued by the Federal Reserve Bank, Federal Home Loan Banks and certain exchanges of which Citigroup is a member.
|
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Taxable interest
|
$
|
9,269
|
|
$
|
8,704
|
|
$
|
7,538
|
|
Interest exempt from U.S. federal income tax
|
404
|
|
521
|
|
535
|
|
|||
Dividend income
|
187
|
|
269
|
|
222
|
|
|||
Total interest and dividend income
|
$
|
9,860
|
|
$
|
9,494
|
|
$
|
8,295
|
|
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Gross realized investment gains
|
$
|
1,599
|
|
$
|
682
|
|
$
|
1,039
|
|
Gross realized investment losses
|
(125
|
)
|
(261
|
)
|
(261
|
)
|
|||
Net realized gains on sale of investments
|
$
|
1,474
|
|
$
|
421
|
|
$
|
778
|
|
In millions of dollars
|
2019
|
2018
|
2017
|
|||||||
Carrying value of HTM debt securities sold
|
$
|
—
|
|
$
|
61
|
|
$
|
81
|
|
|
Net realized gain (loss) on sale of HTM debt securities
|
—
|
|
—
|
|
13
|
|
||||
Carrying value of debt securities reclassified to AFS
|
—
|
|
8
|
|
74
|
|
||||
OTTI losses on debt securities reclassified to AFS
|
—
|
|
—
|
|
—
|
|
|
2019
|
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 agency guaranteed
|
$
|
34,963
|
|
$
|
547
|
|
$
|
280
|
|
$
|
35,230
|
|
$
|
43,504
|
|
$
|
241
|
|
$
|
725
|
|
$
|
43,020
|
|
Non-U.S. residential
|
789
|
|
3
|
|
—
|
|
792
|
|
1,310
|
|
4
|
|
2
|
|
1,312
|
|
||||||||
Commercial
|
75
|
|
—
|
|
—
|
|
75
|
|
174
|
|
1
|
|
2
|
|
173
|
|
||||||||
Total mortgage-backed securities
|
$
|
35,827
|
|
$
|
550
|
|
$
|
280
|
|
$
|
36,097
|
|
$
|
44,988
|
|
$
|
246
|
|
$
|
729
|
|
$
|
44,505
|
|
U.S. Treasury and federal agency securities
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. Treasury
|
$
|
106,429
|
|
$
|
50
|
|
$
|
380
|
|
$
|
106,099
|
|
$
|
109,376
|
|
$
|
33
|
|
$
|
1,339
|
|
$
|
108,070
|
|
Agency obligations
|
5,336
|
|
3
|
|
20
|
|
5,319
|
|
9,283
|
|
1
|
|
132
|
|
9,152
|
|
||||||||
Total U.S. Treasury and federal agency securities
|
$
|
111,765
|
|
$
|
53
|
|
$
|
400
|
|
$
|
111,418
|
|
$
|
118,659
|
|
$
|
34
|
|
$
|
1,471
|
|
$
|
117,222
|
|
State and municipal
|
$
|
5,024
|
|
$
|
43
|
|
$
|
89
|
|
$
|
4,978
|
|
$
|
9,372
|
|
$
|
96
|
|
$
|
262
|
|
$
|
9,206
|
|
Foreign government
|
110,958
|
|
586
|
|
241
|
|
111,303
|
|
100,872
|
|
415
|
|
596
|
|
100,691
|
|
||||||||
Corporate
|
11,266
|
|
52
|
|
101
|
|
11,217
|
|
11,714
|
|
42
|
|
157
|
|
11,599
|
|
||||||||
Asset-backed securities(1)
|
524
|
|
—
|
|
2
|
|
522
|
|
845
|
|
2
|
|
4
|
|
843
|
|
||||||||
Other debt securities
|
4,729
|
|
1
|
|
—
|
|
4,730
|
|
3,973
|
|
—
|
|
1
|
|
3,972
|
|
||||||||
Total debt securities AFS
|
$
|
280,093
|
|
$
|
1,285
|
|
$
|
1,113
|
|
$
|
280,265
|
|
$
|
290,423
|
|
$
|
835
|
|
$
|
3,220
|
|
$
|
288,038
|
|
(1)
|
The Company invests in mortgage- and asset-backed securities. These securitization entities are generally considered VIEs. The Company’s maximum exposure to loss from these VIEs is equal to the carrying amount of the securities, which is reflected in the table above. For mortgage- and asset-backed securitizations in which the Company has other involvement, see Note 21 to the Consolidated Financial Statements.
|
|
Less than 12 months
|
12 months or longer
|
Total
|
|||||||||||||||
In millions of dollars
|
Fair
value
|
Gross
unrealized
losses
|
Fair
value
|
Gross
unrealized
losses
|
Fair
value
|
Gross
unrealized
losses
|
||||||||||||
December 31, 2019
|
|
|
|
|
|
|
||||||||||||
Debt securities AFS
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
|
|
|
|
|
|
||||||||||||
U.S. government agency guaranteed
|
$
|
9,780
|
|
$
|
242
|
|
$
|
1,877
|
|
$
|
38
|
|
$
|
11,657
|
|
$
|
280
|
|
Non-U.S. residential
|
208
|
|
—
|
|
1
|
|
—
|
|
209
|
|
—
|
|
||||||
Commercial
|
16
|
|
—
|
|
27
|
|
—
|
|
43
|
|
—
|
|
||||||
Total mortgage-backed securities
|
$
|
10,004
|
|
$
|
242
|
|
$
|
1,905
|
|
$
|
38
|
|
$
|
11,909
|
|
$
|
280
|
|
U.S. Treasury and federal agency securities
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury
|
$
|
45,484
|
|
$
|
248
|
|
$
|
26,907
|
|
$
|
132
|
|
$
|
72,391
|
|
$
|
380
|
|
Agency obligations
|
781
|
|
2
|
|
3,897
|
|
18
|
|
4,678
|
|
20
|
|
||||||
Total U.S. Treasury and federal agency securities
|
$
|
46,265
|
|
$
|
250
|
|
$
|
30,804
|
|
$
|
150
|
|
$
|
77,069
|
|
$
|
400
|
|
State and municipal
|
$
|
362
|
|
$
|
62
|
|
$
|
266
|
|
$
|
27
|
|
$
|
628
|
|
$
|
89
|
|
Foreign government
|
35,485
|
|
149
|
|
8,170
|
|
92
|
|
43,655
|
|
241
|
|
||||||
Corporate
|
2,916
|
|
98
|
|
123
|
|
3
|
|
3,039
|
|
101
|
|
||||||
Asset-backed securities
|
112
|
|
1
|
|
166
|
|
1
|
|
278
|
|
2
|
|
||||||
Other debt securities
|
1,307
|
|
—
|
|
—
|
|
—
|
|
1,307
|
|
—
|
|
||||||
Total debt securities AFS
|
$
|
96,451
|
|
$
|
802
|
|
$
|
41,434
|
|
$
|
311
|
|
$
|
137,885
|
|
$
|
1,113
|
|
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
|
|
|
December 31,
|
|||||||||||
|
2019
|
2018
|
||||||||||
In millions of dollars
|
Amortized
cost
|
Fair
value
|
Amortized
cost
|
Fair
value
|
||||||||
Mortgage-backed securities(1)
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
20
|
|
$
|
20
|
|
$
|
14
|
|
$
|
14
|
|
After 1 but within 5 years
|
573
|
|
574
|
|
662
|
|
661
|
|
||||
After 5 but within 10 years
|
594
|
|
626
|
|
2,779
|
|
2,828
|
|
||||
After 10 years(2)
|
34,640
|
|
34,877
|
|
41,533
|
|
41,002
|
|
||||
Total
|
$
|
35,827
|
|
$
|
36,097
|
|
$
|
44,988
|
|
$
|
44,505
|
|
U.S. Treasury and federal agency securities
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
40,757
|
|
$
|
40,688
|
|
$
|
41,941
|
|
$
|
41,867
|
|
After 1 but within 5 years
|
70,128
|
|
69,850
|
|
76,139
|
|
74,800
|
|
||||
After 5 but within 10 years
|
854
|
|
851
|
|
489
|
|
462
|
|
||||
After 10 years(2)
|
26
|
|
29
|
|
90
|
|
93
|
|
||||
Total
|
$
|
111,765
|
|
$
|
111,418
|
|
$
|
118,659
|
|
$
|
117,222
|
|
State and municipal
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
932
|
|
$
|
932
|
|
$
|
2,586
|
|
$
|
2,586
|
|
After 1 but within 5 years
|
714
|
|
723
|
|
1,676
|
|
1,675
|
|
||||
After 5 but within 10 years
|
195
|
|
215
|
|
585
|
|
602
|
|
||||
After 10 years(2)
|
3,183
|
|
3,108
|
|
4,525
|
|
4,343
|
|
||||
Total
|
$
|
5,024
|
|
$
|
4,978
|
|
$
|
9,372
|
|
$
|
9,206
|
|
Foreign government
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
42,611
|
|
$
|
42,666
|
|
$
|
39,078
|
|
$
|
39,028
|
|
After 1 but within 5 years
|
58,820
|
|
59,071
|
|
50,125
|
|
49,962
|
|
||||
After 5 but within 10 years
|
8,192
|
|
8,198
|
|
10,153
|
|
10,149
|
|
||||
After 10 years(2)
|
1,335
|
|
1,368
|
|
1,516
|
|
1,552
|
|
||||
Total
|
$
|
110,958
|
|
$
|
111,303
|
|
$
|
100,872
|
|
$
|
100,691
|
|
All other(3)
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
7,306
|
|
$
|
7,311
|
|
$
|
6,166
|
|
$
|
6,166
|
|
After 1 but within 5 years
|
8,279
|
|
8,275
|
|
8,459
|
|
8,416
|
|
||||
After 5 but within 10 years
|
818
|
|
797
|
|
1,474
|
|
1,427
|
|
||||
After 10 years(2)
|
116
|
|
86
|
|
433
|
|
405
|
|
||||
Total
|
$
|
16,519
|
|
$
|
16,469
|
|
$
|
16,532
|
|
$
|
16,414
|
|
Total debt securities AFS
|
$
|
280,093
|
|
$
|
280,265
|
|
$
|
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
|
||||||||
December 31, 2019
|
|
|
|
|
||||||||
Debt securities HTM
|
|
|
|
|
||||||||
Mortgage-backed securities(1)(2)
|
|
|
|
|
||||||||
U.S. government agency guaranteed
|
$
|
46,637
|
|
$
|
1,047
|
|
$
|
21
|
|
$
|
47,663
|
|
Non-U.S. residential
|
1,039
|
|
5
|
|
—
|
|
1,044
|
|
||||
Commercial
|
582
|
|
1
|
|
—
|
|
583
|
|
||||
Total mortgage-backed securities
|
$
|
48,258
|
|
$
|
1,053
|
|
$
|
21
|
|
$
|
49,290
|
|
State and municipal(3)
|
$
|
9,104
|
|
$
|
455
|
|
$
|
28
|
|
$
|
9,531
|
|
Foreign government
|
1,934
|
|
37
|
|
1
|
|
1,970
|
|
||||
Asset-backed securities(1)
|
21,479
|
|
12
|
|
59
|
|
21,432
|
|
||||
Total debt securities HTM
|
$
|
80,775
|
|
$
|
1,557
|
|
$
|
109
|
|
$
|
82,223
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
||||
Debt securities HTM
|
|
|
|
|
|
|
|
|
||||
Mortgage-backed securities(1)(4)
|
|
|
|
|
|
|
|
|
||||
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 securitization entities are generally considered VIEs. The Company’s maximum exposure to loss from these VIEs is equal to the carrying amount of the securities, which is reflected in the table above. For mortgage- and asset-backed securitizations in which the Company has other involvement, see Note 21 to the Consolidated Financial Statements.
|
(2)
|
In 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.
|
(3)
|
In December 2019, Citibank transferred $173 million of state and municipal bonds from AFS classification to HTM classification in accordance with ASC 320. At the time of transfer, the bonds were in an unrealized gain position of $5 million. The gain amounts will remain in AOCI and be amortized over the remaining life of the securities.
|
(4)
|
In November 2018, Citibank transferred $10 billion of agency residential mortgage-backed securities (RMBS) and commercial mortgage-backed securities (CMBS) from AFS classification to HTM classification in accordance with ASC 320. At the time of transfer, the securities were in an unrealized loss position of $598 million. This amount will remain in AOCI and be amortized over the remaining life of the securities.
|
|
Less than 12 months
|
12 months or longer
|
Total
|
|||||||||||||||
In millions of dollars
|
Fair
value |
Gross
unrecognized losses |
Fair
value |
Gross
unrecognized losses |
Fair
value |
Gross
unrecognized losses |
||||||||||||
December 31, 2019
|
|
|
|
|
|
|
||||||||||||
Debt securities HTM
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
$
|
3,590
|
|
$
|
10
|
|
$
|
1,116
|
|
$
|
11
|
|
$
|
4,706
|
|
$
|
21
|
|
State and municipal
|
34
|
|
1
|
|
1,125
|
|
27
|
|
1,159
|
|
28
|
|
||||||
Foreign government
|
1,970
|
|
1
|
|
—
|
|
—
|
|
1,970
|
|
1
|
|
||||||
Asset-backed securities
|
7,972
|
|
11
|
|
765
|
|
48
|
|
8,737
|
|
59
|
|
||||||
Total debt securities HTM
|
$
|
13,566
|
|
$
|
23
|
|
$
|
3,006
|
|
$
|
86
|
|
$
|
16,572
|
|
$
|
109
|
|
December 31, 2018
|
|
|
|
|
|
|
||||||||||||
Debt securities HTM
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
$
|
2,822
|
|
$
|
20
|
|
$
|
18,086
|
|
$
|
559
|
|
$
|
20,908
|
|
$
|
579
|
|
State and municipal
|
981
|
|
34
|
|
1,242
|
|
104
|
|
2,223
|
|
138
|
|
||||||
Foreign government
|
1,003
|
|
24
|
|
—
|
|
—
|
|
1,003
|
|
24
|
|
||||||
Asset-backed securities
|
13,008
|
|
112
|
|
—
|
|
—
|
|
13,008
|
|
112
|
|
||||||
Total debt securities HTM
|
$
|
17,814
|
|
$
|
190
|
|
$
|
19,328
|
|
$
|
663
|
|
$
|
37,142
|
|
$
|
853
|
|
|
December 31,
|
|||||||||||
|
2019
|
2018
|
||||||||||
In millions of dollars
|
Carrying value
|
Fair value
|
Carrying value
|
Fair value
|
||||||||
Mortgage-backed securities
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
17
|
|
$
|
17
|
|
$
|
3
|
|
$
|
3
|
|
After 1 but within 5 years
|
458
|
|
463
|
|
539
|
|
540
|
|
||||
After 5 but within 10 years
|
1,662
|
|
1,729
|
|
997
|
|
1,011
|
|
||||
After 10 years(1)
|
46,121
|
|
47,081
|
|
34,407
|
|
34,024
|
|
||||
Total
|
$
|
48,258
|
|
$
|
49,290
|
|
$
|
35,946
|
|
$
|
35,578
|
|
State and municipal
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
2
|
|
$
|
26
|
|
$
|
37
|
|
$
|
37
|
|
After 1 but within 5 years
|
123
|
|
160
|
|
168
|
|
174
|
|
||||
After 5 but within 10 years
|
597
|
|
590
|
|
540
|
|
544
|
|
||||
After 10 years(1)
|
8,382
|
|
8,755
|
|
6,883
|
|
6,902
|
|
||||
Total
|
$
|
9,104
|
|
$
|
9,531
|
|
$
|
7,628
|
|
$
|
7,657
|
|
Foreign government
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
650
|
|
$
|
652
|
|
$
|
60
|
|
$
|
36
|
|
After 1 but within 5 years
|
1,284
|
|
1,318
|
|
967
|
|
967
|
|
||||
After 5 but within 10 years
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
After 10 years(1)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Total
|
$
|
1,934
|
|
$
|
1,970
|
|
$
|
1,027
|
|
$
|
1,003
|
|
All other(2)
|
|
|
|
|
||||||||
Due within 1 year
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
After 1 but within 5 years
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
After 5 but within 10 years
|
8,545
|
|
8,543
|
|
2,535
|
|
2,539
|
|
||||
After 10 years(1)
|
12,934
|
|
12,889
|
|
16,221
|
|
16,113
|
|
||||
Total
|
$
|
21,479
|
|
$
|
21,432
|
|
$
|
18,756
|
|
$
|
18,652
|
|
Total debt securities HTM
|
$
|
80,775
|
|
$
|
82,223
|
|
$
|
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 lower 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-
|
•
|
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.
|
|
Year ended
December 31, 2019 |
|||||||||||
In millions of dollars
|
AFS
|
HTM
|
Other
assets
|
Total
|
||||||||
Impairment losses related to debt securities that the Company does not intend to sell nor will likely be required to sell:
|
|
|
|
|
||||||||
Total OTTI losses recognized during the period
|
$
|
1
|
|
$
|
—
|
|
$
|
1
|
|
$
|
2
|
|
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
|
$
|
1
|
|
$
|
—
|
|
$
|
1
|
|
$
|
2
|
|
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
|
20
|
|
—
|
|
1
|
|
21
|
|
||||
Total OTTI losses recognized in earnings
|
$
|
21
|
|
$
|
—
|
|
$
|
2
|
|
$
|
23
|
|
|
Year ended
December 31, 2018 |
|||||||||||
In millions of dollars
|
AFS(1)
|
HTM
|
Other
assets |
Total
|
||||||||
Impairment losses related to debt securities that the Company does not intend to sell nor will likely be required to sell:
|
|
|
|
|
||||||||
Total OTTI losses recognized during the period
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Less: portion of impairment loss recognized in AOCI (before taxes)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Net impairment losses recognized in earnings for debt securities that the Company does not intend to sell nor will likely be required to sell
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Impairment losses recognized in earnings for debt securities that the Company intends to sell, would be more-likely-than-not required to sell or will be subject to an issuer call deemed probable of exercise
|
125
|
|
—
|
|
—
|
|
125
|
|
||||
Total OTTI losses recognized in earnings
|
$
|
125
|
|
$
|
—
|
|
$
|
—
|
|
$
|
125
|
|
(1)
|
For the year ended December 31, 2018, amounts represent AFS debt securities.
|
|
Year ended
December 31, 2017
|
|||||||||||
In millions of dollars
|
AFS(1)
|
HTM
|
Other
assets |
Total
|
||||||||
Impairment losses related to securities that the Company does not intend to sell nor will likely be required to sell:
|
|
|
|
|
||||||||
Total OTTI losses recognized during the period
|
$
|
2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2
|
|
Less: portion of impairment loss recognized in AOCI (before taxes)
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Net impairment losses recognized in earnings for securities that the Company does not intend to sell nor will likely be required to sell
|
$
|
2
|
|
$
|
—
|
|
$
|
—
|
|
$
|
2
|
|
Impairment losses recognized in earnings for securities that the Company intends to sell, would be more-likely-than-not required to sell or will be subject to an issuer call deemed probable of exercise
|
59
|
|
2
|
|
—
|
|
61
|
|
||||
Total OTTI losses recognized in earnings
|
$
|
61
|
|
$
|
2
|
|
$
|
—
|
|
$
|
63
|
|
(1)
|
Includes OTTI on non-marketable equity securities.
|
|
Cumulative OTTI credit losses recognized in earnings on debt securities still held
|
||||||||||||||
In millions of dollars
|
Dec. 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(1) |
Dec. 31, 2019 balance
|
||||||||||
AFS debt securities
|
|
|
|
|
|
||||||||||
Mortgage-backed securities(1)
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
1
|
|
State and municipal
|
—
|
|
—
|
|
4
|
|
—
|
|
4
|
|
|||||
Corporate
|
4
|
|
—
|
|
—
|
|
—
|
|
4
|
|
|||||
All other debt securities
|
—
|
|
1
|
|
—
|
|
—
|
|
1
|
|
|||||
Total OTTI credit losses recognized for AFS debt securities
|
$
|
5
|
|
$
|
1
|
|
$
|
4
|
|
$
|
—
|
|
$
|
10
|
|
HTM debt securities
|
|
|
|
|
|
||||||||||
State and municipal
|
3
|
|
—
|
|
—
|
|
—
|
|
3
|
|
|||||
Total OTTI credit losses recognized for HTM debt securities
|
$
|
3
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3
|
|
|
Cumulative OTTI credit losses recognized in earnings on debt securities still held
|
||||||||||||||
In millions of dollars
|
Dec. 31, 2017 balance
|
Credit
impairments recognized in earnings on securities not previously impaired |
Credit
impairments recognized in earnings on securities
that have
been previously impaired |
Changes due to
credit-impaired securities sold, transferred or matured(3) |
Dec. 31, 2018 balance
|
||||||||||
AFS debt securities
|
|
|
|
|
|
||||||||||
Mortgage-backed securities(1)
|
$
|
38
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(37
|
)
|
$
|
1
|
|
State and municipal
|
4
|
|
—
|
|
—
|
|
(4
|
)
|
—
|
|
|||||
Corporate
|
4
|
|
—
|
|
—
|
|
—
|
|
4
|
|
|||||
All other debt securities
|
2
|
|
—
|
|
—
|
|
(2
|
)
|
—
|
|
|||||
Total OTTI credit losses recognized for AFS debt securities
|
$
|
48
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(43
|
)
|
$
|
5
|
|
HTM debt securities
|
|
|
|
|
|
||||||||||
Mortgage-backed securities(2)
|
$
|
54
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(54
|
)
|
$
|
—
|
|
State and municipal
|
3
|
|
—
|
|
—
|
|
—
|
|
3
|
|
|||||
Total OTTI credit losses recognized for HTM debt securities
|
$
|
57
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(54
|
)
|
$
|
3
|
|
(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 Hedging Activities, on January 1, 2018 and transferred approximately $4 billion of HTM debt securities into AFS classification as permitted as a one-time transfer under the standard.
|
•
|
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
|
December 31, 2019
|
December 31, 2018
|
||||
Measurement alternative:
|
|
|
||||
Carrying value
|
$
|
700
|
|
$
|
538
|
|
|
Years Ended December 31,
|
|||||
In millions of dollars
|
2019
|
2018
|
||||
Measurement alternative:
|
|
|
|
|
||
Impairment losses(1)
|
$
|
9
|
|
$
|
7
|
|
Downward changes for observable prices(1)
|
16
|
|
18
|
|
||
Upward changes for observable prices(1)
|
123
|
|
219
|
|
(1)
|
See Note 24 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
|
December 31, 2019
|
||
Measurement alternative:
|
|
||
Impairment losses
|
$
|
16
|
|
Downward changes for observable prices
|
34
|
|
|
Upward changes for observable prices
|
342
|
|
|
Fair value
|
Unfunded
commitments |
Redemption frequency
(if currently eligible)
monthly, quarterly, annually
|
Redemption
notice
period
|
||||||||||
In millions of dollars
|
December 31, 2019
|
December 31, 2018
|
December 31, 2019
|
December 31, 2018
|
|
|
||||||||
Private equity funds(1)(2)
|
$
|
134
|
|
$
|
168
|
|
$
|
62
|
|
$
|
62
|
|
—
|
—
|
Real estate funds(2)(3)
|
10
|
|
14
|
|
18
|
|
19
|
|
—
|
—
|
||||
Mutual/collective
investment funds
|
26
|
|
25
|
|
—
|
|
—
|
|
|
|
||||
Total
|
$
|
170
|
|
$
|
207
|
|
$
|
80
|
|
$
|
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)
|
$
|
45,942
|
|
$
|
411
|
|
$
|
221
|
|
$
|
434
|
|
$
|
47,008
|
|
$
|
479
|
|
$
|
288
|
|
Home equity loans(7)(8)
|
8,860
|
|
174
|
|
189
|
|
—
|
|
9,223
|
|
405
|
|
—
|
|
|||||||
Credit cards
|
145,477
|
|
1,759
|
|
1,927
|
|
—
|
|
149,163
|
|
—
|
|
1,927
|
|
|||||||
Personal, small business and other
|
3,641
|
|
44
|
|
14
|
|
—
|
|
3,699
|
|
21
|
|
—
|
|
|||||||
Total
|
$
|
203,920
|
|
$
|
2,388
|
|
$
|
2,351
|
|
$
|
434
|
|
$
|
209,093
|
|
$
|
905
|
|
$
|
2,215
|
|
In offices outside North America(5)
|
|
|
|
|
|
|
|
||||||||||||||
Residential first mortgages(6)
|
$
|
37,316
|
|
$
|
210
|
|
$
|
160
|
|
$
|
—
|
|
$
|
37,686
|
|
$
|
421
|
|
$
|
—
|
|
Credit cards
|
25,111
|
|
426
|
|
372
|
|
—
|
|
25,909
|
|
310
|
|
242
|
|
|||||||
Personal, small business and other
|
36,456
|
|
272
|
|
132
|
|
—
|
|
36,860
|
|
180
|
|
—
|
|
|||||||
Total
|
$
|
98,883
|
|
$
|
908
|
|
$
|
664
|
|
$
|
—
|
|
$
|
100,455
|
|
$
|
911
|
|
$
|
242
|
|
Total Citigroup(9)
|
$
|
302,803
|
|
$
|
3,296
|
|
$
|
3,015
|
|
$
|
434
|
|
$
|
309,548
|
|
$
|
1,816
|
|
$
|
2,457
|
|
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
|
141,091
|
|
1,687
|
|
1,764
|
|
—
|
|
144,542
|
|
—
|
|
1,764
|
|
|||||||
Personal, small business and other
|
3,983
|
|
46
|
|
17
|
|
—
|
|
4,046
|
|
28
|
|
—
|
|
|||||||
Total
|
$
|
202,162
|
|
$
|
2,314
|
|
$
|
2,281
|
|
$
|
786
|
|
$
|
207,543
|
|
$
|
1,138
|
|
$
|
2,313
|
|
In offices outside North America(5)
|
|
|
|
|
|
|
|
||||||||||||||
Residential first mortgages(6)
|
$
|
35,624
|
|
$
|
203
|
|
$
|
145
|
|
$
|
—
|
|
$
|
35,972
|
|
$
|
383
|
|
$
|
—
|
|
Credit cards
|
24,156
|
|
425
|
|
370
|
|
—
|
|
24,951
|
|
312
|
|
235
|
|
|||||||
Personal, small business and other
|
33,474
|
|
284
|
|
136
|
|
—
|
|
33,894
|
|
193
|
|
—
|
|
|||||||
Total
|
$
|
93,254
|
|
$
|
912
|
|
$
|
651
|
|
$
|
—
|
|
$
|
94,817
|
|
$
|
888
|
|
$
|
235
|
|
Total Citigroup (9)
|
$
|
295,416
|
|
$
|
3,226
|
|
$
|
2,932
|
|
$
|
786
|
|
$
|
302,360
|
|
$
|
2,026
|
|
$
|
2,548
|
|
(1)
|
Loans less than 30 days past due are presented as current.
|
(2)
|
Includes $18 million and $20 million at December 31, 2019 and 2018, respectively, of residential first mortgages recorded at fair value.
|
(3)
|
Excludes loans guaranteed by U.S. government-sponsored agencies.
|
(4)
|
Consists of residential first mortgages that are guaranteed by U.S. government-sponsored agencies that are 30–89 days past due of $0.1 billion and $0.2 billion and 90 days or more past due of $0.3 billion and $0.6 billion at December 31, 2019 and 2018, respectively.
|
(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 and $0.1 billion at December 31, 2019 and 2018, respectively, of residential first mortgage loans in process of foreclosure.
|
(7)
|
Includes approximately $0.1 billion and $0.1 billion at December 31, 2019 and 2018, respectively, 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 $783 million and $742 million at December 31, 2019 and 2018, respectively. Unearned income on consumer loans primarily represents unamortized origination fees and costs, premiums and discounts.
|
FICO score distribution in U.S. portfolio(1)(2)(3)
|
December 31, 2019
|
||||||||
In millions of dollars
|
Less than
680
|
680 to 760
|
Greater
than 760 |
||||||
Residential first mortgages
|
$
|
3,602
|
|
$
|
13,178
|
|
$
|
28,235
|
|
Home equity loans
|
1,881
|
|
3,475
|
|
3,630
|
|
|||
Credit cards
|
33,290
|
|
59,536
|
|
52,935
|
|
|||
Personal, small business and other
|
564
|
|
907
|
|
1,473
|
|
|||
Total
|
$
|
39,337
|
|
$
|
77,096
|
|
$
|
86,273
|
|
FICO score distribution in U.S. portfolio(1)(2)(3)
|
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
|
|
|||
Personal, small business and other
|
625
|
|
1,097
|
|
1,121
|
|
|||
Total
|
$
|
40,279
|
|
$
|
77,963
|
|
$
|
83,437
|
|
(1)
|
The FICO bands in the tables are consistent with general industry peer presentations.
|
(2)
|
Excludes loans guaranteed by U.S. government-sponsored agencies, loans subject to long-term standby commitments (LTSC) with U.S. government-sponsored agencies and loans recorded at fair value.
|
(3)
|
Excludes balances where FICO was not available. Such amounts are not material.
|
LTV distribution in U.S. portfolio(1)(2)
|
December 31, 2019
|
||||||||
In millions of dollars
|
Less than or
equal to 80%
|
> 80% but less
than or equal to
100%
|
Greater
than
100%
|
||||||
Residential first mortgages
|
$
|
41,705
|
|
$
|
3,302
|
|
$
|
98
|
|
Home equity loans
|
7,934
|
|
819
|
|
235
|
|
|||
Total
|
$
|
49,639
|
|
$
|
4,121
|
|
$
|
333
|
|
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-sponsored agencies, loans subject to LTSCs with U.S. government-sponsored agencies and loans recorded at fair value.
|
(2)
|
Excludes balances where LTV was not available. Such amounts are not material.
|
|
At and for the year ended December 31, 2019
|
||||||||||||||
In millions of dollars
|
Recorded
investment(1)(2)
|
Unpaid
principal balance
|
Related
specific allowance(3)
|
Average
carrying value(4)
|
Interest income
recognized(5)
|
||||||||||
Mortgage and real estate
|
|
|
|
|
|
||||||||||
Residential first mortgages
|
$
|
1,666
|
|
$
|
1,838
|
|
$
|
161
|
|
$
|
1,925
|
|
$
|
60
|
|
Home equity loans
|
592
|
|
824
|
|
123
|
|
637
|
|
9
|
|
|||||
Credit cards
|
1,931
|
|
2,288
|
|
771
|
|
1,890
|
|
103
|
|
|||||
Installment and other
|
|
|
|
|
|
||||||||||
Personal, small business and other
|
703
|
|
738
|
|
135
|
|
754
|
|
55
|
|
|||||
Total
|
$
|
4,892
|
|
$
|
5,688
|
|
$
|
1,190
|
|
$
|
5,206
|
|
$
|
227
|
|
(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.
|
(3)
|
Included in the Allowance for loan losses.
|
(4)
|
Average carrying value represents the average recorded investment ending balance for the last four quarters and does not include the related specific allowance.
|
(5)
|
Includes amounts recognized on both an accrual and cash basis.
|
|
At and for the year ended December 31, 2018
|
||||||||||||||
In millions of dollars
|
Recorded
investment(1)(2)
|
Unpaid
principal balance
|
Related
specific allowance(3)
|
Average
carrying
value(4)
|
Interest income
recognized(5)(6) |
||||||||||
Mortgage and real estate
|
|
|
|
|
|
||||||||||
Residential first mortgages
|
$
|
2,130
|
|
$
|
2,329
|
|
$
|
178
|
|
$
|
2,483
|
|
$
|
81
|
|
Home equity loans
|
684
|
|
946
|
|
122
|
|
698
|
|
12
|
|
|||||
Credit cards
|
1,818
|
|
1,842
|
|
677
|
|
1,815
|
|
105
|
|
|||||
Installment and other
|
|
|
|
|
|
||||||||||
Personal, small business and other
|
452
|
|
666
|
|
139
|
|
500
|
|
22
|
|
|||||
Total
|
$
|
5,084
|
|
$
|
5,783
|
|
$
|
1,116
|
|
$
|
5,496
|
|
$
|
220
|
|
(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 and $263 million of home equity loans do not have a specific allowance.
|
(3)
|
Included in the Allowance for loan losses.
|
(4)
|
Average carrying value represents the average recorded investment ending balance for the last four quarters and does not include the related specific allowance.
|
(5)
|
Includes amounts recognized on both an accrual and cash basis.
|
(6)
|
Interest income recognized for the year ended December 31, 2017 was $342 million.
|
|
For the year ended December 31, 2019
|
|||||||||||||||
In millions of dollars, except number of loans modified
|
Number of
loans modified
|
Post-
modification
recorded
investment(1)(2)
|
Deferred
principal(3)
|
Contingent
principal
forgiveness(4)
|
Principal
forgiveness(5)
|
Average
interest rate
reduction
|
||||||||||
North America
|
|
|
|
|
|
|
||||||||||
Residential first mortgages
|
1,122
|
|
$
|
172
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
—
|
%
|
Home equity loans
|
717
|
|
79
|
|
3
|
|
—
|
|
—
|
|
1
|
|
||||
Credit cards
|
268,778
|
|
1,165
|
|
—
|
|
—
|
|
—
|
|
17
|
|
||||
Personal, small business and other
|
1,719
|
|
15
|
|
—
|
|
—
|
|
—
|
|
5
|
|
||||
Total(6)
|
272,336
|
|
$
|
1,431
|
|
$
|
3
|
|
$
|
—
|
|
$
|
—
|
|
|
|
International
|
|
|
|
|
|
|
||||||||||
Residential first mortgages
|
2,448
|
|
$
|
74
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
—
|
%
|
Credit cards
|
72,325
|
|
288
|
|
—
|
|
—
|
|
10
|
|
17
|
|
||||
Personal, small business and other
|
29,192
|
|
204
|
|
—
|
|
—
|
|
6
|
|
9
|
|
||||
Total(6)
|
103,965
|
|
$
|
566
|
|
$
|
—
|
|
$
|
—
|
|
$
|
16
|
|
|
|
|
For the year ended December 31, 2018
|
|||||||||||||||
In millions of dollars, except number of loans modified
|
Number of
loans modified
|
Post-
modification
recorded
investment(1)(7)
|
Deferred
principal(3)
|
Contingent
principal
forgiveness(4)
|
Principal
forgiveness(5)
|
Average
interest rate
reduction
|
||||||||||
North America
|
|
|
|
|
|
|
||||||||||
Residential first mortgages
|
2,019
|
|
$
|
300
|
|
$
|
2
|
|
$
|
—
|
|
$
|
—
|
|
—
|
%
|
Home equity loans
|
1,381
|
|
130
|
|
5
|
|
—
|
|
—
|
|
1
|
|
||||
Credit cards
|
243,253
|
|
978
|
|
—
|
|
—
|
|
—
|
|
18
|
|
||||
Personal, small business and other
|
1,349
|
|
12
|
|
—
|
|
—
|
|
—
|
|
4
|
|
||||
Total(6)
|
248,002
|
|
$
|
1,420
|
|
$
|
7
|
|
$
|
—
|
|
$
|
—
|
|
|
|
International
|
|
|
|
|
|
|
||||||||||
Residential first mortgages
|
2,572
|
|
$
|
85
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
—
|
%
|
Credit cards
|
77,823
|
|
323
|
|
—
|
|
—
|
|
9
|
|
16
|
|
||||
Personal, small business and other
|
30,849
|
|
216
|
|
—
|
|
—
|
|
7
|
|
9
|
|
||||
Total(6)
|
111,244
|
|
$
|
624
|
|
$
|
—
|
|
$
|
—
|
|
$
|
16
|
|
|
(1)
|
Post-modification balances include past due amounts that are capitalized at the modification date.
|
(2)
|
Post-modification balances in North America include $19 million of residential first mortgages and $7 million of home equity loans to borrowers who have gone through Chapter 7 bankruptcy in the year ended December 31, 2019. These amounts include $11 million of residential first mortgages and $6 million of home equity loans that were newly classified as TDRs during 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)
|
The above tables reflect activity for restructured loans that were considered TDRs during the year.
|
(7)
|
Post-modification balances in North America include $38 million of residential first mortgages and $12 million of home equity loans to borrowers who have gone through Chapter 7 bankruptcy in the year ended December 31, 2018. These amounts include $27 million of residential first mortgages and $10 million of home equity loans that were newly classified as TDRs during 2018, based on previously received OCC guidance.
|
|
Years ended December 31,
|
|||||
In millions of dollars
|
2019
|
2018
|
||||
North America
|
|
|
||||
Residential first mortgages
|
$
|
85
|
|
$
|
136
|
|
Home equity loans
|
15
|
|
23
|
|
||
Credit cards
|
301
|
|
241
|
|
||
Personal, small business and other
|
4
|
|
4
|
|
||
Total
|
$
|
405
|
|
$
|
404
|
|
International
|
|
|
||||
Residential first mortgages
|
$
|
13
|
|
$
|
9
|
|
Credit cards
|
142
|
|
198
|
|
||
Personal, small business and other
|
74
|
|
80
|
|
||
Total
|
$
|
229
|
|
$
|
287
|
|
In millions of dollars
|
December 31,
2019 |
December 31,
2018 |
||||
In North America offices(1)
|
|
|
||||
Commercial and industrial
|
$
|
55,929
|
|
$
|
60,861
|
|
Financial institutions
|
53,922
|
|
48,447
|
|
||
Mortgage and real estate(2)
|
53,371
|
|
50,124
|
|
||
Installment, revolving credit and other
|
31,238
|
|
32,425
|
|
||
Lease financing
|
1,290
|
|
1,429
|
|
||
Total
|
$
|
195,750
|
|
$
|
193,286
|
|
In offices outside
North America(1) |
|
|
||||
Commercial and industrial
|
$
|
112,668
|
|
$
|
114,029
|
|
Financial institutions
|
40,211
|
|
36,837
|
|
||
Mortgage and real estate(2)
|
9,780
|
|
7,376
|
|
||
Installment, revolving credit and other
|
27,303
|
|
25,685
|
|
||
Lease financing
|
95
|
|
103
|
|
||
Governments and official institutions
|
4,128
|
|
4,520
|
|
||
Total
|
$
|
194,185
|
|
$
|
188,550
|
|
Corporate loans, net of unearned income(3)
|
$
|
389,935
|
|
$
|
381,836
|
|
(1)
|
North America includes the U.S., Canada and Puerto Rico. Mexico is included in offices outside North America. The classification between offices in North America and outside North America is based on the domicile of the booking unit. The difference between the domicile of the booking unit and the domicile of the managing unit is not material.
|
(2)
|
Loans secured primarily by real estate.
|
(3)
|
Corporate loans are net of unearned income of ($814) million and ($855) million at December 31, 2019 and 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
|
$
|
676
|
|
$
|
93
|
|
$
|
769
|
|
$
|
1,828
|
|
$
|
164,249
|
|
$
|
166,846
|
|
Financial institutions
|
791
|
|
3
|
|
794
|
|
50
|
|
91,008
|
|
91,852
|
|
||||||
Mortgage and real estate
|
534
|
|
4
|
|
538
|
|
188
|
|
62,425
|
|
63,151
|
|
||||||
Lease financing
|
58
|
|
9
|
|
67
|
|
41
|
|
1,277
|
|
1,385
|
|
||||||
Other
|
190
|
|
22
|
|
212
|
|
81
|
|
62,341
|
|
62,634
|
|
||||||
Loans at fair value
|
|
|
|
|
|
|
4,067
|
|
||||||||||
Total
|
$
|
2,249
|
|
$
|
131
|
|
$
|
2,380
|
|
$
|
2,188
|
|
$
|
381,300
|
|
$
|
389,935
|
|
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
|
$
|
403
|
|
$
|
111
|
|
$
|
514
|
|
$
|
1,119
|
|
$
|
173,257
|
|
$
|
174,890
|
|
Financial institutions
|
87
|
|
7
|
|
94
|
|
102
|
|
85,088
|
|
85,284
|
|
||||||
Mortgage and real estate
|
128
|
|
5
|
|
133
|
|
215
|
|
57,152
|
|
57,500
|
|
||||||
Lease financing
|
5
|
|
10
|
|
15
|
|
—
|
|
1,517
|
|
1,532
|
|
||||||
Other
|
151
|
|
52
|
|
203
|
|
75
|
|
59,149
|
|
59,427
|
|
||||||
Loans at fair value
|
|
|
|
|
|
3,203
|
|
|||||||||||
Total
|
$
|
774
|
|
$
|
185
|
|
$
|
959
|
|
$
|
1,511
|
|
$
|
376,163
|
|
$
|
381,836
|
|
(1)
|
Corporate loans that are 90 days past due are generally classified as non-accrual. Corporate loans are considered past due when principal or interest is contractually due but unpaid.
|
(2)
|
Non-accrual loans generally include those loans that are 90 days or more past due or those loans for which Citi believes, based on actual experience and a forward-looking assessment of the collectability of the loan in full, that the payment of interest or principal is doubtful.
|
(3)
|
Loans less than 30 days past due are presented as current.
|
(4)
|
Total loans include loans at fair value, which are not included in the various delinquency columns.
|
|
Recorded investment in loans(1)
|
|||||
In millions of dollars
|
December 31, 2019
|
December 31,
2018 |
||||
Investment grade(2)
|
|
|
||||
Commercial and industrial
|
$
|
110,797
|
|
$
|
113,925
|
|
Financial institutions
|
80,533
|
|
73,533
|
|
||
Mortgage and real estate
|
27,571
|
|
26,799
|
|
||
Lease financing
|
816
|
|
1,035
|
|
||
Other
|
57,339
|
|
58,916
|
|
||
Total investment grade
|
$
|
277,056
|
|
$
|
274,208
|
|
Non-investment grade(2)
|
|
|
||||
Accrual
|
|
|
||||
Commercial and industrial
|
$
|
54,220
|
|
$
|
53,942
|
|
Financial institutions
|
11,269
|
|
10,866
|
|
||
Mortgage and real estate
|
3,811
|
|
4,200
|
|
||
Lease financing
|
528
|
|
497
|
|
||
Other
|
5,206
|
|
5,753
|
|
||
Non-accrual
|
|
|
||||
Commercial and industrial
|
1,828
|
|
1,119
|
|
||
Financial institutions
|
50
|
|
102
|
|
||
Mortgage and real estate
|
188
|
|
215
|
|
||
Lease financing
|
41
|
|
—
|
|
||
Other
|
81
|
|
75
|
|
||
Total non-investment grade
|
$
|
77,222
|
|
$
|
76,769
|
|
Non-rated private bank loans managed on a delinquency basis(2)
|
$
|
31,590
|
|
$
|
27,656
|
|
Loans at fair value
|
4,067
|
|
3,203
|
|
||
Corporate loans, net of unearned income
|
$
|
389,935
|
|
$
|
381,836
|
|
(1)
|
Recorded investment in a loan includes net deferred loan fees and costs, unamortized premium or discount, less any direct write-downs.
|
(2)
|
Held-for-investment loans are accounted for on an amortized cost basis.
|
|
At and for the year ended December 31, 2019
|
||||||||||||||
In millions of dollars
|
Recorded
investment(1)
|
Unpaid
principal balance
|
Related specific
allowance
|
Average
carrying value(2)
|
Interest income recognized(3)
|
||||||||||
Non-accrual corporate loans
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
1,828
|
|
$
|
1,942
|
|
$
|
283
|
|
$
|
1,449
|
|
$
|
33
|
|
Financial institutions
|
50
|
|
120
|
|
2
|
|
63
|
|
—
|
|
|||||
Mortgage and real estate
|
188
|
|
362
|
|
10
|
|
192
|
|
—
|
|
|||||
Lease financing
|
41
|
|
41
|
|
—
|
|
8
|
|
—
|
|
|||||
Other
|
81
|
|
202
|
|
4
|
|
76
|
|
9
|
|
|||||
Total non-accrual corporate loans
|
$
|
2,188
|
|
$
|
2,667
|
|
$
|
299
|
|
$
|
1,788
|
|
$
|
42
|
|
|
At and for the year ended December 31, 2018
|
||||||||||||||
In millions of dollars
|
Recorded
investment(1)
|
Unpaid
principal balance
|
Related specific
allowance
|
Average
carrying value(2)
|
Interest income recognized(3)
|
||||||||||
Non-accrual corporate loans
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
1,119
|
|
$
|
1,270
|
|
$
|
245
|
|
$
|
1,299
|
|
$
|
49
|
|
Financial institutions
|
102
|
|
123
|
|
35
|
|
99
|
|
—
|
|
|||||
Mortgage and real estate
|
215
|
|
323
|
|
39
|
|
233
|
|
1
|
|
|||||
Lease financing
|
—
|
|
28
|
|
—
|
|
21
|
|
—
|
|
|||||
Other
|
75
|
|
165
|
|
6
|
|
83
|
|
6
|
|
|||||
Total non-accrual corporate loans
|
$
|
1,511
|
|
$
|
1,909
|
|
$
|
325
|
|
$
|
1,735
|
|
$
|
56
|
|
|
December 31, 2019
|
December 31, 2018
|
||||||||||
In millions of dollars
|
Recorded
investment(1)
|
Related specific
allowance
|
Recorded
investment(1)
|
Related specific
allowance
|
||||||||
Non-accrual corporate loans with specific allowance
|
|
|
|
|
||||||||
Commercial and industrial
|
$
|
714
|
|
$
|
283
|
|
$
|
801
|
|
$
|
245
|
|
Financial institutions
|
40
|
|
2
|
|
76
|
|
35
|
|
||||
Mortgage and real estate
|
48
|
|
10
|
|
100
|
|
39
|
|
||||
Lease financing
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Other
|
7
|
|
4
|
|
24
|
|
6
|
|
||||
Total non-accrual corporate loans with specific allowance
|
$
|
809
|
|
$
|
299
|
|
$
|
1,001
|
|
$
|
325
|
|
Non-accrual corporate loans without specific allowance
|
|
|
|
|
||||||||
Commercial and industrial
|
$
|
1,114
|
|
|
|
$
|
318
|
|
|
|
||
Financial institutions
|
10
|
|
|
|
26
|
|
|
|
||||
Mortgage and real estate
|
140
|
|
|
|
115
|
|
|
|
||||
Lease financing
|
41
|
|
|
|
—
|
|
|
|
||||
Other
|
74
|
|
|
|
51
|
|
|
|
||||
Total non-accrual corporate loans without specific allowance
|
$
|
1,379
|
|
N/A
|
|
$
|
510
|
|
N/A
|
|
(1)
|
Recorded investment in a loan includes net deferred loan fees and costs, unamortized premium or discount, less any direct write-downs.
|
(2)
|
Average carrying value represents the average recorded investment balance and does not include related specific allowance.
|
(3)
|
Interest income recognized for the year ended December 31, 2017 was $35 million.
|
In millions of dollars
|
Carrying value of TDRs modified during the period
|
TDRs
involving changes
in the amount
and/or timing of
principal payments(1)
|
TDRs
involving changes
in the amount
and/or timing of
interest payments(2)
|
TDRs
involving changes
in the amount
and/or timing of
both principal and
interest payments
|
||||||||
Commercial and industrial
|
$
|
283
|
|
$
|
19
|
|
$
|
—
|
|
$
|
264
|
|
Mortgage and real estate
|
16
|
|
—
|
|
—
|
|
16
|
|
||||
Other
|
6
|
|
6
|
|
—
|
|
—
|
|
||||
Total
|
$
|
305
|
|
$
|
25
|
|
$
|
—
|
|
$
|
280
|
|
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
|
$
|
159
|
|
$
|
5
|
|
$
|
8
|
|
$
|
146
|
|
Mortgage and real estate
|
60
|
|
3
|
|
—
|
|
57
|
|
||||
Total
|
$
|
219
|
|
$
|
8
|
|
$
|
8
|
|
$
|
203
|
|
(1)
|
TDRs involving changes in the amount or timing of principal payments may involve principal forgiveness or deferral of periodic and/or final principal payments. Because forgiveness of principal is rare for corporate loans, modifications typically have little to no impact on the loans’ projected cash flows and thus little to no impact on the allowance established for the loans. Charge-offs for amounts deemed uncollectable may be recorded at the time of the restructuring or may have already been recorded in prior periods such that no charge-off is required at the time of the modification.
|
(2)
|
TDRs involving changes in the amount or timing of interest payments may involve a below-market interest rate.
|
In millions of dollars
|
TDR balances at December 31, 2019
|
TDR loans in payment default during the year ended December 31, 2019
|
TDR balances at
December 31, 2018
|
TDR loans in payment default during the year ended December 31, 2018
|
||||||||
Commercial and industrial
|
$
|
603
|
|
$
|
35
|
|
$
|
568
|
|
$
|
111
|
|
Financial institutions
|
—
|
|
—
|
|
25
|
|
—
|
|
||||
Mortgage and real estate
|
79
|
|
—
|
|
123
|
|
—
|
|
||||
Lease financing
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Other
|
44
|
|
—
|
|
2
|
|
—
|
|
||||
Total(1)
|
$
|
726
|
|
$
|
35
|
|
$
|
718
|
|
$
|
111
|
|
(1)
|
The above table reflects activity for loans outstanding that were considered TDRs as of the end of the reporting period.
|
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Allowance for loan losses at beginning of period
|
$
|
12,315
|
|
$
|
12,355
|
|
$
|
12,060
|
|
Gross credit losses
|
(9,341
|
)
|
(8,665
|
)
|
(8,673
|
)
|
|||
Gross recoveries(1)
|
1,573
|
|
1,552
|
|
1,597
|
|
|||
Net credit losses (NCLs)
|
$
|
(7,768
|
)
|
$
|
(7,113
|
)
|
$
|
(7,076
|
)
|
NCLs
|
$
|
7,768
|
|
$
|
7,113
|
|
$
|
7,076
|
|
Net reserve builds (releases)
|
364
|
|
394
|
|
544
|
|
|||
Net specific reserve builds (releases)
|
86
|
|
(153
|
)
|
(117
|
)
|
|||
Total provision for loan losses
|
$
|
8,218
|
|
$
|
7,354
|
|
$
|
7,503
|
|
Other, net (see table below)
|
18
|
|
(281
|
)
|
(132
|
)
|
|||
Allowance for loan losses at end of period
|
$
|
12,783
|
|
$
|
12,315
|
|
$
|
12,355
|
|
Allowance for credit losses on unfunded lending commitments at beginning of period
|
$
|
1,367
|
|
$
|
1,258
|
|
$
|
1,418
|
|
Provision (release) for unfunded lending commitments
|
92
|
|
113
|
|
(161
|
)
|
|||
Other, net
|
(3
|
)
|
(4
|
)
|
1
|
|
|||
Allowance for credit losses on unfunded lending commitments at end of period(2)
|
$
|
1,456
|
|
$
|
1,367
|
|
$
|
1,258
|
|
Total allowance for loans, leases and unfunded lending commitments
|
$
|
14,239
|
|
$
|
13,682
|
|
$
|
13,613
|
|
(1)
|
Recoveries have been reduced by certain collection costs that are incurred only if collection efforts are successful.
|
(2)
|
Represents additional credit loss reserves for unfunded lending commitments and letters of credit recorded in Other liabilities on the Consolidated Balance Sheet.
|
Other, net details
|
|
|
|
||||||
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Sales or transfers of various consumer loan portfolios to HFS
|
|
|
|
||||||
Transfer of real estate loan portfolios
|
$
|
(42
|
)
|
$
|
(91
|
)
|
$
|
(106
|
)
|
Transfer of other loan portfolios
|
—
|
|
(110
|
)
|
(155
|
)
|
|||
Sales or transfers of various consumer loan portfolios to HFS
|
$
|
(42
|
)
|
$
|
(201
|
)
|
$
|
(261
|
)
|
FX translation, primarily consumer
|
60
|
|
(60
|
)
|
115
|
|
|||
Other
|
—
|
|
(20
|
)
|
14
|
|
|||
Other, net
|
$
|
18
|
|
$
|
(281
|
)
|
$
|
(132
|
)
|
In millions of dollars
|
Corporate
|
Consumer
|
Total
|
||||||
Allowance for loan losses at beginning of year
|
$
|
2,811
|
|
$
|
9,504
|
|
$
|
12,315
|
|
Charge-offs
|
(487
|
)
|
(8,854
|
)
|
(9,341
|
)
|
|||
Recoveries
|
95
|
|
1,478
|
|
1,573
|
|
|||
Replenishment of net charge-offs
|
392
|
|
7,376
|
|
7,768
|
|
|||
Net reserve builds (releases)
|
96
|
|
268
|
|
364
|
|
|||
Net specific reserve builds (releases)
|
(21
|
)
|
107
|
|
86
|
|
|||
Other
|
—
|
|
18
|
|
18
|
|
|||
Ending balance
|
$
|
2,886
|
|
$
|
9,897
|
|
$
|
12,783
|
|
Allowance for loan losses
|
|
|
|
|
|
|
|||
Collectively evaluated in accordance with ASC 450
|
$
|
2,587
|
|
$
|
8,706
|
|
$
|
11,293
|
|
Individually evaluated in accordance with ASC 310-10-35
|
299
|
|
1,190
|
|
1,489
|
|
|||
Purchased credit impaired in accordance with ASC 310-30
|
—
|
|
1
|
|
1
|
|
|||
Total allowance for loan losses
|
$
|
2,886
|
|
$
|
9,897
|
|
$
|
12,783
|
|
Loans, net of unearned income
|
|
|
|
||||||
Collectively evaluated in accordance with ASC 450
|
$
|
383,828
|
|
$
|
304,510
|
|
$
|
688,338
|
|
Individually evaluated in accordance with ASC 310-10-35
|
2,040
|
|
4,892
|
|
6,932
|
|
|||
Purchased credit impaired in accordance with ASC 310-30
|
—
|
|
128
|
|
128
|
|
|||
Held at fair value
|
4,067
|
|
18
|
|
4,085
|
|
|||
Total loans, net of unearned income
|
$
|
389,935
|
|
$
|
309,548
|
|
$
|
699,483
|
|
In millions of dollars
|
Corporate
|
Consumer
|
Total
|
||||||
Allowance for loan losses at beginning of year
|
$
|
2,943
|
|
$
|
9,412
|
|
$
|
12,355
|
|
Charge-offs
|
(343
|
)
|
(8,322
|
)
|
(8,665
|
)
|
|||
Recoveries
|
138
|
|
1,414
|
|
1,552
|
|
|||
Replenishment of net charge-offs
|
205
|
|
6,908
|
|
7,113
|
|
|||
Net reserve builds (releases)
|
42
|
|
352
|
|
394
|
|
|||
Net specific reserve builds (releases)
|
(151
|
)
|
(2
|
)
|
(153
|
)
|
|||
Other
|
(23
|
)
|
(258
|
)
|
(281
|
)
|
|||
Ending balance
|
$
|
2,811
|
|
$
|
9,504
|
|
$
|
12,315
|
|
Allowance for loan losses
|
|
|
|
|
|
|
|||
Collectively evaluated in accordance with ASC 450
|
$
|
2,486
|
|
$
|
8,386
|
|
$
|
10,872
|
|
Individually evaluated in accordance with ASC 310-10-35
|
325
|
|
1,116
|
|
1,441
|
|
|||
Purchased credit impaired in accordance with ASC 310-30
|
—
|
|
2
|
|
2
|
|
|||
Total allowance for loan losses
|
$
|
2,811
|
|
$
|
9,504
|
|
$
|
12,315
|
|
Loans, net of unearned income
|
|
|
|
||||||
Collectively evaluated in accordance with ASC 450
|
$
|
377,186
|
|
$
|
297,128
|
|
$
|
674,314
|
|
Individually evaluated in accordance with ASC 310-10-35
|
1,447
|
|
5,084
|
|
6,531
|
|
|||
Purchased credit impaired in accordance with ASC 310-30
|
—
|
|
128
|
|
128
|
|
|||
Held at fair value
|
3,203
|
|
20
|
|
3,223
|
|
|||
Total loans, net of unearned income
|
$
|
381,836
|
|
$
|
302,360
|
|
$
|
684,196
|
|
In millions of dollars
|
Corporate
|
Consumer
|
Total
|
||||||
Allowance for loan losses at beginning of year
|
$
|
3,218
|
|
$
|
8,842
|
|
$
|
12,060
|
|
Charge-offs
|
(632
|
)
|
(8,041
|
)
|
(8,673
|
)
|
|||
Recoveries
|
153
|
|
1,444
|
|
1,597
|
|
|||
Replenishment of net charge-offs
|
479
|
|
6,597
|
|
7,076
|
|
|||
Net reserve builds (releases)
|
(274
|
)
|
818
|
|
544
|
|
|||
Net specific reserve builds (releases)
|
(31
|
)
|
(86
|
)
|
(117
|
)
|
|||
Other
|
30
|
|
(162
|
)
|
(132
|
)
|
|||
Ending balance
|
$
|
2,943
|
|
$
|
9,412
|
|
$
|
12,355
|
|
In millions of dollars
|
Global Consumer Banking
|
Institutional Clients Group
|
Corporate/Other
|
Total
|
||||||||
Balance at December 31, 2016(1)
|
$
|
11,874
|
|
$
|
9,741
|
|
$
|
44
|
|
$
|
21,659
|
|
Foreign exchange translation
|
$
|
286
|
|
$
|
443
|
|
$
|
—
|
|
$
|
729
|
|
Divestitures(2)
|
(32
|
)
|
(72
|
)
|
—
|
|
(104
|
)
|
||||
Impairment of goodwill(3)
|
—
|
|
—
|
|
(28
|
)
|
(28
|
)
|
||||
Balance at December 31, 2017
|
$
|
12,128
|
|
$
|
10,112
|
|
$
|
16
|
|
$
|
22,256
|
|
Foreign exchange translation
|
$
|
(41
|
)
|
$
|
(153
|
)
|
$
|
—
|
|
$
|
(194
|
)
|
Divestitures(4)
|
—
|
|
—
|
|
(16
|
)
|
(16
|
)
|
||||
Balance at December 31, 2018
|
$
|
12,087
|
|
$
|
9,959
|
|
$
|
—
|
|
$
|
22,046
|
|
Foreign exchange translation
|
$
|
15
|
|
$
|
65
|
|
$
|
—
|
|
$
|
80
|
|
Balance at December 31, 2019
|
$
|
12,102
|
|
$
|
10,024
|
|
$
|
—
|
|
$
|
22,126
|
|
(1)
|
December 31, 2016 has been revised to reflect intersegment goodwill allocations that resulted from the 2019 reorganization of the Citi commercial banking business from GCB to ICG. See Note 3 to the Consolidated Financial Statements.
|
(3)
|
Related to the transfer of the mortgage servicing business from North America GCB to Corporate/Other effective January 1, 2017.
|
(4)
|
Primarily related to the sale of consumer operations in Colombia in 2018.
|
|
December 31, 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
|
$
|
5,676
|
|
$
|
4,059
|
|
$
|
1,617
|
|
$
|
5,733
|
|
$
|
3,936
|
|
$
|
1,797
|
|
Credit card contract-related intangibles(1)
|
5,393
|
|
3,069
|
|
2,324
|
|
5,225
|
|
2,791
|
|
2,434
|
|
||||||
Core deposit intangibles
|
434
|
|
433
|
|
1
|
|
419
|
|
415
|
|
4
|
|
||||||
Other customer relationships
|
424
|
|
275
|
|
149
|
|
470
|
|
299
|
|
171
|
|
||||||
Present value of future profits
|
34
|
|
31
|
|
3
|
|
32
|
|
29
|
|
3
|
|
||||||
Indefinite-lived intangible assets
|
228
|
|
—
|
|
228
|
|
218
|
|
—
|
|
218
|
|
||||||
Other
|
82
|
|
77
|
|
5
|
|
84
|
|
75
|
|
9
|
|
||||||
Intangible assets (excluding MSRs)
|
$
|
12,271
|
|
$
|
7,944
|
|
$
|
4,327
|
|
$
|
12,181
|
|
$
|
7,545
|
|
$
|
4,636
|
|
Mortgage servicing rights (MSRs)(2)
|
495
|
|
—
|
|
495
|
|
584
|
|
—
|
|
584
|
|
||||||
Total intangible assets
|
$
|
12,766
|
|
$
|
7,944
|
|
$
|
4,822
|
|
$
|
12,765
|
|
$
|
7,545
|
|
$
|
5,220
|
|
(1)
|
Primarily reflects contract-related intangibles associated with the American Airlines, The Home Depot, Costco and AT&T credit card program agreements, which represented 96% of the aggregate net carrying amount as of December 31, 2019.
|
(2)
|
For additional information on Citi’s MSRs, see Note 21 to the Consolidated Financial Statements.
|
|
Net carrying
amount at |
|
|
|
|
Net carrying
amount at
|
||||||||||||
In millions of dollars
|
December 31, 2018
|
Acquisitions/ divestitures
|
Amortization
|
Impairments
|
FX translation and other
|
December 31,
2019 |
||||||||||||
Purchased credit card relationships(1)
|
$
|
1,797
|
|
$
|
9
|
|
$
|
(189
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
1,617
|
|
Credit card contract-related intangibles(2)
|
2,434
|
|
73
|
|
(336
|
)
|
—
|
|
153
|
|
2,324
|
|
||||||
Core deposit intangibles
|
4
|
|
—
|
|
(4
|
)
|
—
|
|
1
|
|
1
|
|
||||||
Other customer relationships
|
171
|
|
—
|
|
(24
|
)
|
—
|
|
2
|
|
149
|
|
||||||
Present value of future profits
|
3
|
|
—
|
|
—
|
|
—
|
|
—
|
|
3
|
|
||||||
Indefinite-lived intangible assets
|
218
|
|
4
|
|
—
|
|
—
|
|
6
|
|
228
|
|
||||||
Other
|
9
|
|
6
|
|
(11
|
)
|
—
|
|
1
|
|
5
|
|
||||||
Intangible assets (excluding MSRs)
|
$
|
4,636
|
|
$
|
92
|
|
$
|
(564
|
)
|
$
|
—
|
|
$
|
163
|
|
$
|
4,327
|
|
Mortgage servicing rights (MSRs)(3)
|
584
|
|
|
|
|
|
495
|
|
||||||||||
Total intangible assets
|
$
|
5,220
|
|
|
|
|
|
$
|
4,822
|
|
(1)
|
Reflects intangibles for the value of cardholder relationships, which are discrete from partner contract-related 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 and AT&T credit card program agreements, which represent 96% of the aggregate net carrying amount at December 31, 2019 and 2018.
|
(3)
|
For additional information on Citi’s MSRs, including the rollforward from 2018 to 2019, see Note 21 to the Consolidated Financial Statements.
|
|
December 31,
|
|||||||||
|
2019
|
2018
|
||||||||
In millions of dollars
|
Balance
|
Weighted average coupon
|
Balance
|
Weighted average coupon
|
||||||
Commercial paper
|
|
|
|
|
||||||
Bank(1)
|
$
|
10,155
|
|
|
$
|
13,238
|
|
|
||
Broker-dealer and other(2)
|
6,321
|
|
|
—
|
|
|
||||
Total commercial paper
|
$
|
16,476
|
|
1.98
|
%
|
$
|
13,238
|
|
1.95
|
%
|
Other borrowings(3)
|
28,573
|
|
2.57
|
|
19,108
|
|
2.99
|
|
||
Total
|
$
|
45,049
|
|
|
$
|
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 the Federal Home Loan Banks and other market participants. At December 31, 2019 and 2018, collateralized short-term advances from the Federal Home Loan Banks were $17.6 billion and $9.5 billion, respectively.
|
|
|
|
Balances at
December 31,
|
||||||
In millions of dollars
|
Weighted
average coupon(1) |
Maturities
|
2019
|
2018
|
|||||
Citigroup Inc.(2)
|
|
|
|
|
|||||
Senior debt
|
3.11
|
%
|
2020-2098
|
$
|
123,292
|
|
$
|
117,511
|
|
Subordinated debt(3)
|
5.59
|
|
2022-2046
|
25,463
|
|
24,545
|
|
||
Trust preferred
securities
|
8.15
|
|
2036-2067
|
1,722
|
|
1,711
|
|
||
Bank(4)
|
|
|
|
|
|||||
Senior debt
|
2.51
|
|
2020-2038
|
53,340
|
|
61,237
|
|
||
Broker-dealer(5)
|
|
|
|
|
|||||
Senior debt
|
2.43
|
|
2020-2098
|
44,817
|
|
26,947
|
|
||
Subordinated debt(3)
|
2.37
|
|
2022-2046
|
126
|
|
48
|
|
||
Total
|
3.28
|
%
|
|
$
|
248,760
|
|
$
|
231,999
|
|
Senior debt
|
|
|
$
|
221,449
|
|
$
|
205,695
|
|
|
Subordinated debt(3)
|
|
|
25,589
|
|
24,593
|
|
|||
Trust preferred
securities
|
|
|
1,722
|
|
1,711
|
|
|||
Total
|
|
|
$
|
248,760
|
|
$
|
231,999
|
|
(1)
|
The weighted average coupon excludes structured notes accounted for at fair value.
|
(2)
|
Represents the parent holding company.
|
(3)
|
Includes notes that are subordinated within certain countries, regions or subsidiaries.
|
(4)
|
Represents Citibank entities as well as other bank entities. At December 31, 2019 and 2018, collateralized long-term advances from the Federal Home Loan Banks were $5.5 billion and $10.5 billion, respectively.
|
(5)
|
Represents broker-dealer and other non-bank subsidiaries that are consolidated into Citigroup Inc., the parent holding company.
|
In millions of dollars
|
2020
|
2021
|
2022
|
2023
|
2024
|
Thereafter
|
Total
|
||||||||||||||
Citigroup Inc.
|
$
|
7,033
|
|
$
|
15,208
|
|
$
|
13,061
|
|
$
|
14,202
|
|
$
|
8,247
|
|
$
|
92,726
|
|
$
|
150,477
|
|
Bank
|
20,654
|
|
14,023
|
|
8,471
|
|
2,634
|
|
4,417
|
|
3,141
|
|
53,340
|
|
|||||||
Broker-dealer
|
9,570
|
|
8,852
|
|
5,558
|
|
3,292
|
|
3,359
|
|
14,312
|
|
44,943
|
|
|||||||
Total
|
$
|
37,257
|
|
$
|
38,083
|
|
$
|
27,090
|
|
$
|
20,128
|
|
$
|
16,023
|
|
$
|
110,179
|
|
$
|
248,760
|
|
|
|
|
|
|
|
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
|
June 2007
|
99,901
|
|
132
|
|
3 mo LIBOR + 88.75 bps
|
|
50
|
|
132
|
|
June 28, 2067
|
June 28, 2017
|
||
Total obligated
|
|
|
|
$
|
2,572
|
|
|
|
$
|
2,578
|
|
|
|
(1)
|
Represents the notional value received by outside investors from the trusts at the time of issuance. This differs from Citi’s balance sheet carrying value due primarily to unamortized discount and issuance costs.
|
(2)
|
In each case, the coupon rate on the subordinated debentures is the same as that on the trust preferred securities.
|
In millions of dollars, except ratios
|
Stated
minimum
|
Citigroup
|
Citibank
|
|||||||||||||||
Well-
capitalized
minimum
|
December 31, 2019
|
December 31, 2018
|
Well-
capitalized
minimum
|
December 31, 2019
|
December 31, 2018
|
|||||||||||||
Common Equity Tier 1 Capital
|
|
|
|
|
$
|
137,798
|
|
$
|
139,252
|
|
|
|
$
|
130,791
|
|
$
|
129,091
|
|
Tier 1 Capital
|
|
|
|
|
155,805
|
|
158,122
|
|
|
|
132,918
|
|
131,215
|
|
||||
Total Capital (Tier 1 Capital + Tier 2 Capital)—Standardized Approach
|
|
|
193,682
|
|
195,440
|
|
|
157,324
|
|
155,154
|
|
|||||||
Total Capital (Tier 1 Capital + Tier 2 Capital)—Advanced Approaches
|
|
|
181,337
|
|
183,144
|
|
|
145,989
|
|
144,358
|
|
|||||||
Total risk-weighted assets—Standardized Approach
|
|
|
1,166,523
|
|
1,174,448
|
|
|
1,019,916
|
|
1,032,809
|
|
|||||||
Total risk-weighted assets—Advanced Approaches
|
|
|
1,135,553
|
|
1,131,933
|
|
|
932,432
|
|
926,229
|
|
|||||||
Quarterly adjusted average total assets(1)
|
|
|
|
1,957,039
|
|
1,896,959
|
|
|
1,459,851
|
|
1,398,875
|
|
||||||
Total Leverage Exposure(2)
|
|
|
2,507,891
|
|
2,465,641
|
|
|
1,951,701
|
|
1,914,663
|
|
|||||||
Common Equity Tier 1 Capital ratio(3)
|
4.5
|
%
|
N/A
|
|
11.81
|
%
|
11.86
|
%
|
6.5
|
%
|
12.82
|
%
|
12.50
|
%
|
||||
Tier 1 Capital ratio(3)
|
6.0
|
|
6.0
|
%
|
13.36
|
|
13.46
|
|
8.0
|
|
13.03
|
|
12.70
|
|
||||
Total Capital ratio(3)
|
8.0
|
|
10.0
|
|
15.97
|
|
16.18
|
|
10.0
|
|
15.43
|
|
15.02
|
|
||||
Tier 1 Leverage ratio
|
4.0
|
|
N/A
|
|
7.96
|
|
8.34
|
|
5.0
|
|
9.10
|
|
9.38
|
|
||||
Supplementary Leverage ratio
|
3.0
|
|
N/A
|
|
6.21
|
|
6.41
|
|
6.0
|
|
6.81
|
|
6.85
|
|
(1)
|
Tier 1 Leverage ratio denominator.
|
(2)
|
Supplementary Leverage ratio denominator.
|
(3)
|
As of December 31, 2019 and 2018, Citigroup’s reportable Common Equity Tier 1 Capital and Tier 1 Capital ratios were the lower derived under the Basel III Standardized Approach, whereas the reportable Total Capital ratios were the lower derived under the Basel III Advanced Approaches framework. As of December 31, 2019 and 2018, Citibank’s reportable Common Equity Tier 1 Capital, Tier 1 Capital and Total Capital ratios were the lower derived under the Basel III Standardized Approach.
|
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, 2016
|
$
|
(799
|
)
|
$
|
(352
|
)
|
$
|
(560
|
)
|
$
|
(5,164
|
)
|
$
|
(25,506
|
)
|
$
|
—
|
|
$
|
(32,381
|
)
|
Adjustment to opening balance, net
of taxes(6)
|
$
|
504
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
504
|
|
Adjusted balance, beginning of period
|
$
|
(295
|
)
|
$
|
(352
|
)
|
$
|
(560
|
)
|
$
|
(5,164
|
)
|
$
|
(25,506
|
)
|
$
|
—
|
|
$
|
(31,877
|
)
|
Impact of Tax Reform(7)
|
$
|
(223
|
)
|
$
|
(139
|
)
|
$
|
(113
|
)
|
$
|
(1,020
|
)
|
$
|
(1,809
|
)
|
$
|
—
|
|
$
|
(3,304
|
)
|
Other comprehensive income before
reclassifications
|
(186
|
)
|
(426
|
)
|
(111
|
)
|
(158
|
)
|
1,607
|
|
—
|
|
726
|
|
|||||||
Increase (decrease) due to amounts
reclassified from AOCI
|
(454
|
)
|
(4
|
)
|
86
|
|
159
|
|
—
|
|
—
|
|
(213
|
)
|
|||||||
Change, net of taxes
|
$
|
(863
|
)
|
$
|
(569
|
)
|
$
|
(138
|
)
|
$
|
(1,019
|
)
|
$
|
(202
|
)
|
$
|
—
|
|
$
|
(2,791
|
)
|
Balance, December 31, 2017
|
$
|
(1,158
|
)
|
$
|
(921
|
)
|
$
|
(698
|
)
|
$
|
(6,183
|
)
|
$
|
(25,708
|
)
|
$
|
—
|
|
$
|
(34,668
|
)
|
Adjustment to opening balance, net
of taxes(8)
|
$
|
(3
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(3
|
)
|
Adjusted balance, beginning of period
|
$
|
(1,161
|
)
|
$
|
(921
|
)
|
$
|
(698
|
)
|
$
|
(6,183
|
)
|
$
|
(25,708
|
)
|
$
|
—
|
|
$
|
(34,671
|
)
|
Other comprehensive income before reclassifications
|
(866
|
)
|
1,081
|
|
(135
|
)
|
(240
|
)
|
(2,607
|
)
|
(57
|
)
|
(2,824
|
)
|
|||||||
Increase (decrease) due to amounts reclassified from AOCI(9)
|
(223
|
)
|
32
|
|
105
|
|
166
|
|
245
|
|
—
|
|
325
|
|
|||||||
Change, net of taxes
|
$
|
(1,089
|
)
|
$
|
1,113
|
|
$
|
(30
|
)
|
$
|
(74
|
)
|
$
|
(2,362
|
)
|
$
|
(57
|
)
|
$
|
(2,499
|
)
|
Balance at December 31, 2018
|
$
|
(2,250
|
)
|
$
|
192
|
|
$
|
(728
|
)
|
$
|
(6,257
|
)
|
$
|
(28,070
|
)
|
$
|
(57
|
)
|
$
|
(37,170
|
)
|
Other comprehensive income before
reclassifications
|
3,065
|
|
(1,151
|
)
|
549
|
|
(758
|
)
|
(647
|
)
|
25
|
|
1,083
|
|
|||||||
Increase (decrease) due to amounts
reclassified from AOCI
|
(1,080
|
)
|
15
|
|
302
|
|
206
|
|
326
|
|
—
|
|
(231
|
)
|
|||||||
Change, net of taxes
|
$
|
1,985
|
|
$
|
(1,136
|
)
|
$
|
851
|
|
$
|
(552
|
)
|
$
|
(321
|
)
|
$
|
25
|
|
$
|
852
|
|
Balance at December 31, 2019
|
$
|
(265
|
)
|
$
|
(944
|
)
|
$
|
123
|
|
$
|
(6,809
|
)
|
$
|
(28,391
|
)
|
$
|
(32
|
)
|
$
|
(36,318
|
)
|
(1)
|
Changes in DVA are reflected as a component of AOCI, pursuant to the adoption of ASU 2016-01 relating to the presentation of DVA on fair value option liabilities.
|
(2)
|
Primarily driven by Citi’s pay fixed/receive floating interest rate swap programs that hedge the floating rates on liabilities.
|
(3)
|
Primarily reflects adjustments based on the quarterly actuarial valuations of 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 Indian rupee, Brazilian real, Chilean peso, and Euro against the U.S. dollar and changes in related tax effects and hedges for the year ended December 31, 2019. Primarily reflects the movements in (by order of impact) the Brazilian real, Indian rupee, Mexican peso, and Australian dollar against the U.S. dollar and changes in related tax effects and hedges for the year ended December 31, 2018. Primarily reflects the movements in (by order of impact) the Euro, Mexican peso, Polish zloty and South Korean won against the U.S. dollar and changes in related tax effects and hedges for the year ended December 31, 2017. 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 of the Consolidated Financial Statements for further information regarding this change.
|
(6)
|
In the second quarter of 2017, Citi early adopted ASU 2017-08. Upon adoption, a cumulative effect adjustment was recorded to reduce Retained earnings, effective January 1, 2017, for the incremental amortization of cumulative fair value hedge adjustments on callable state and municipal debt securities. See Note 1 to the Consolidated Financial Statements.
|
(7)
|
In the fourth quarter of 2017, Citi adopted ASU 2018-02, which transferred these amounts from AOCI to Retained earnings. See Note 1 to the Consolidated Financial Statements.
|
(8)
|
Citi adopted ASU 2016-01 and ASU 2018-03 on January 1, 2018. Upon adoption, a cumulative effect adjustment was recorded from AOCI to Retained earnings for net unrealized gains on former AFS equity securities. For additional information, see Note 1 to the Consolidated Financial Statements.
|
(9)
|
Includes the impact of the release of foreign currency translation adjustment, net of hedges, upon meeting the accounting trigger for substantial liquidation of Citi’s Japan Consumer Finance business during the fourth quarter of 2018. See Note 1 to the Consolidated Financial Statements.
|
In millions of dollars
|
Pretax
|
Tax effect(1)
|
After-tax
|
||||||
Balance, December 31, 2016
|
$
|
(42,035
|
)
|
$
|
9,654
|
|
$
|
(32,381
|
)
|
Adjustment to opening balance(2)
|
803
|
|
(299
|
)
|
504
|
|
|||
Adjusted balance, beginning of period
|
$
|
(41,232
|
)
|
$
|
9,355
|
|
$
|
(31,877
|
)
|
Change in net unrealized gains (losses) on investment securities
|
(1,088
|
)
|
225
|
|
(863
|
)
|
|||
Debt valuation adjustment (DVA)
|
(680
|
)
|
111
|
|
(569
|
)
|
|||
Cash flow hedges
|
(37
|
)
|
(101
|
)
|
(138
|
)
|
|||
Benefit plans
|
14
|
|
(1,033
|
)
|
(1,019
|
)
|
|||
Foreign currency translation adjustment
|
1,795
|
|
(1,997
|
)
|
(202
|
)
|
|||
Change
|
$
|
4
|
|
$
|
(2,795
|
)
|
$
|
(2,791
|
)
|
Balance, December 31, 2017
|
$
|
(41,228
|
)
|
$
|
6,560
|
|
$
|
(34,668
|
)
|
Adjustment to opening balance(3)
|
(4
|
)
|
1
|
|
(3
|
)
|
|||
Adjusted balance, beginning of period
|
$
|
(41,232
|
)
|
$
|
6,561
|
|
$
|
(34,671
|
)
|
Change in net unrealized gains (losses) on investment securities
|
(1,435
|
)
|
346
|
|
(1,089
|
)
|
|||
Debt valuation adjustment (DVA)
|
1,415
|
|
(302
|
)
|
1,113
|
|
|||
Cash flow hedges
|
(38
|
)
|
8
|
|
(30
|
)
|
|||
Benefit plans
|
(94
|
)
|
20
|
|
(74
|
)
|
|||
Foreign currency translation adjustment
|
(2,624
|
)
|
262
|
|
(2,362
|
)
|
|||
Excluded component of fair value hedges
|
(74
|
)
|
17
|
|
(57
|
)
|
|||
Change
|
$
|
(2,850
|
)
|
$
|
351
|
|
$
|
(2,499
|
)
|
Balance, December 31, 2018
|
$
|
(44,082
|
)
|
$
|
6,912
|
|
$
|
(37,170
|
)
|
Change in net unrealized gains (losses) on AFS debt securities
|
2,633
|
|
(648
|
)
|
1,985
|
|
|||
Debt valuation adjustment (DVA)
|
(1,473
|
)
|
337
|
|
(1,136
|
)
|
|||
Cash flow hedges
|
1,120
|
|
(269
|
)
|
851
|
|
|||
Benefit plans
|
(671
|
)
|
119
|
|
(552
|
)
|
|||
Foreign currency translation adjustment
|
(332
|
)
|
11
|
|
(321
|
)
|
|||
Excluded component of fair value hedges
|
33
|
|
(8
|
)
|
25
|
|
|||
Change
|
$
|
1,310
|
|
$
|
(458
|
)
|
$
|
852
|
|
Balance, December 31, 2019
|
$
|
(42,772
|
)
|
$
|
6,454
|
|
$
|
(36,318
|
)
|
(1)
|
Includes the impact of ASU 2018-02, which transferred amounts from AOCI to Retained earnings. See Note 1 to the Consolidated Financial Statements.
|
(2)
|
In the second quarter of 2017, Citi early adopted ASU 2017-08. Upon adoption, a cumulative effect adjustment was recorded to reduce Retained earnings, effective January 1, 2017, for the incremental amortization of cumulative fair value hedge adjustments on callable state and municipal debt securities. See Note 1 to the Consolidated Financial Statements.
|
(3)
|
Citi adopted ASU 2016-01 and ASU 2018-03 on January 1, 2018. Upon adoption, a cumulative effect adjustment was recorded from AOCI to Retained earnings for net unrealized gains on former AFS equity securities. For additional information, see Note 1 to the Consolidated Financial Statements.
|
|
Increase (decrease) in AOCI due to amounts reclassified to Consolidated Statement of Income
|
||||||||
|
Year ended December 31,
|
||||||||
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Realized (gains) losses on sales of investments
|
$
|
(1,474
|
)
|
$
|
(421
|
)
|
$
|
(778
|
)
|
Gross impairment losses
|
23
|
|
125
|
|
63
|
|
|||
Subtotal, pretax
|
$
|
(1,451
|
)
|
$
|
(296
|
)
|
$
|
(715
|
)
|
Tax effect
|
371
|
|
73
|
|
261
|
|
|||
Net realized (gains) losses on investments, after-tax(1)
|
$
|
(1,080
|
)
|
$
|
(223
|
)
|
$
|
(454
|
)
|
Realized DVA (gains) losses on fair value option liabilities, pretax
|
$
|
20
|
|
$
|
41
|
|
$
|
(7
|
)
|
Tax effect
|
(5
|
)
|
(9
|
)
|
3
|
|
|||
Net realized DVA, after-tax
|
$
|
15
|
|
$
|
32
|
|
$
|
(4
|
)
|
Interest rate contracts
|
$
|
384
|
|
$
|
301
|
|
$
|
126
|
|
Foreign exchange contracts
|
7
|
|
17
|
|
10
|
|
|||
Subtotal, pretax
|
$
|
391
|
|
$
|
318
|
|
$
|
136
|
|
Tax effect
|
(89
|
)
|
(213
|
)
|
(50
|
)
|
|||
Amortization of cash flow hedges, after-tax(2)
|
$
|
302
|
|
$
|
105
|
|
$
|
86
|
|
Amortization of unrecognized
|
|
|
|
||||||
Prior service cost (benefit)
|
$
|
(12
|
)
|
$
|
(34
|
)
|
$
|
(42
|
)
|
Net actuarial loss
|
286
|
|
248
|
|
271
|
|
|||
Curtailment/settlement impact(3)
|
1
|
|
6
|
|
17
|
|
|||
Subtotal, pretax
|
$
|
275
|
|
$
|
220
|
|
$
|
246
|
|
Tax effect
|
(69
|
)
|
(54
|
)
|
(87
|
)
|
|||
Amortization of benefit plans, after-tax(3)
|
$
|
206
|
|
$
|
166
|
|
$
|
159
|
|
Foreign currency translation adjustment
|
$
|
—
|
|
$
|
34
|
|
$
|
—
|
|
Tax effect
|
326
|
|
211
|
|
—
|
|
|||
Foreign currency translation adjustment
|
$
|
326
|
|
$
|
245
|
|
$
|
—
|
|
Total amounts reclassified out of AOCI, pretax
|
$
|
(765
|
)
|
$
|
317
|
|
$
|
(340
|
)
|
Total tax effect
|
534
|
|
8
|
|
127
|
|
|||
Total amounts reclassified out of AOCI, after-tax
|
$
|
(231
|
)
|
$
|
325
|
|
$
|
(213
|
)
|
(1)
|
The pretax amount is reclassified to Realized gains (losses) on sales of investments, net and Gross impairment losses in the Consolidated Statement of Income. See Note 13 to the Consolidated Financial Statements for additional details.
|
(2)
|
See Note 22 to the Consolidated Financial Statements for additional details.
|
(3)
|
See Note 8 to the Consolidated Financial Statements for additional details.
|
|
|
|
|
Redemption
price per depositary share/preference share |
|
Carrying value
in millions of dollars
|
|||||||||
|
Issuance date
|
Redeemable by issuer beginning
|
Dividend
rate |
Number
of depositary shares |
December 31,
2019 |
December 31,
2018 |
|||||||||
Series A(1)
|
October 29, 2012
|
January 30, 2023
|
5.950
|
%
|
$
|
1,000
|
|
1,500,000
|
|
$
|
1,500
|
|
$
|
1,500
|
|
Series B(2)
|
December 13, 2012
|
February 15, 2023
|
5.900
|
|
1,000
|
|
750,000
|
|
750
|
|
750
|
|
|||
Series D(3)
|
April 30, 2013
|
May 15, 2023
|
5.350
|
|
1,000
|
|
1,250,000
|
|
1,250
|
|
1,250
|
|
|||
Series J(4)
|
September 19, 2013
|
September 30, 2023
|
7.125
|
|
25
|
|
38,000,000
|
|
950
|
|
950
|
|
|||
Series K(5)
|
October 31, 2013
|
November 15, 2023
|
6.875
|
|
25
|
|
59,800,000
|
|
1,495
|
|
1,495
|
|
|||
Series L(6)
|
February 12, 2014
|
February 12, 2019
|
6.875
|
|
25
|
|
19,200,000
|
|
—
|
|
480
|
|
|||
Series M(7)
|
April 30, 2014
|
May 15, 2024
|
6.300
|
|
1,000
|
|
1,750,000
|
|
1,750
|
|
1,750
|
|
|||
Series N(8)
|
October 29, 2014
|
November 15, 2019
|
5.800
|
|
1,000
|
|
1,500,000
|
|
—
|
|
1,500
|
|
|||
Series O(9)
|
March 20, 2015
|
March 27, 2020
|
5.875
|
|
1,000
|
|
1,500,000
|
|
1,500
|
|
1,500
|
|
|||
Series P(10)
|
April 24, 2015
|
May 15, 2025
|
5.950
|
|
1,000
|
|
2,000,000
|
|
2,000
|
|
2,000
|
|
|||
Series Q(11)
|
August 12, 2015
|
August 15, 2020
|
5.950
|
|
1,000
|
|
1,250,000
|
|
1,250
|
|
1,250
|
|
|||
Series R(12)
|
November 13, 2015
|
November 15, 2020
|
6.125
|
|
1,000
|
|
1,500,000
|
|
1,500
|
|
1,500
|
|
|||
Series S(13)
|
February 2, 2016
|
February 12, 2021
|
6.300
|
|
25
|
|
41,400,000
|
|
1,035
|
|
1,035
|
|
|||
Series T(14)
|
April 25, 2016
|
August 15, 2026
|
6.250
|
|
1,000
|
|
1,500,000
|
|
1,500
|
|
1,500
|
|
|||
Series U(15)
|
September 12, 2019
|
September 12, 2024
|
5.000
|
|
1,000
|
|
1,500,000
|
|
1,500
|
|
—
|
|
|||
|
|
|
|
|
|
|
|
$
|
17,980
|
|
$
|
18,460
|
|
(1)
|
Issued as depositary shares, each representing a 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semiannually on January 30 and July 30 at a fixed rate until January 30, 2023, thereafter payable quarterly on January 30, April 30, July 30 and October 30 at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
|
(2)
|
Issued as depositary shares, each representing a 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semiannually on February 15 and August 15 at a fixed rate until February 15, 2023, thereafter payable quarterly on February 15, May 15, August 15 and November 15 at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
|
(3)
|
Issued as depositary shares, each representing a 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semiannually on May 15 and November 15 at a fixed rate until May 15, 2023, thereafter payable quarterly on February 15, May 15, August 15 and November 15 at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
|
(4)
|
Issued as depositary shares, each representing a 1/1,000th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable quarterly on March 30, June 30, September 30 and December 30 at a fixed rate until September 30, 2023, thereafter payable quarterly on the same dates at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
|
(5)
|
Issued as depositary shares, each representing a 1/1,000th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable quarterly on February 15, May 15, August 15 and November 15 at a fixed rate until November 15, 2023, thereafter payable quarterly on the same dates at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
|
(6)
|
The Series L preferred stock was redeemed in full on February 12, 2019.
|
(7)
|
Issued as depositary shares, each representing a 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semiannually on May 15 and November 15 at a fixed rate until May 15, 2024, thereafter payable quarterly on February 15, May 15, August 15 and November 15 at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
|
(8)
|
The Series N preferred stock was redeemed in full on November 15, 2019.
|
(9)
|
Issued as depositary shares, each representing a 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semiannually on March 27 and September 27 at a fixed rate until, but excluding, March 27, 2020, and thereafter payable quarterly on March 27, June 27, September 27 and December 27 at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
|
(10)
|
Issued as depositary shares, each representing a 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semiannually on May 15 and November 15 at a fixed rate until, but excluding, May 15, 2025, and thereafter payable quarterly on February 15, May 15, August 15 and November 15 at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
|
(11)
|
Issued as depositary shares, each representing a 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semiannually on February 15 and August 15 at a fixed rate until, but excluding, August 15, 2020, and thereafter payable quarterly on February 15, May 15, August 15 and November 15 at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
|
(12)
|
Issued as depositary shares, each representing a 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semiannually on May 15 and November 15 at a fixed rate until, but excluding, November 15, 2020, and thereafter payable quarterly on February 15, May 15, August 15 and November 15 at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
|
(13)
|
Issued as depositary shares, each representing a 1/1,000th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable quarterly on February 12, May 12, August 12 and November 12 at a fixed rate, in each case when, as and if declared by the Citi Board of Directors.
|
(14)
|
Issued as depositary shares, each representing a 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semiannually on February 15 and August 15 at a fixed rate until, but excluding, August 15, 2026, thereafter payable quarterly on February 15, May 15, August 15 and November 15 at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
|
(15)
|
Issued as depositary shares, each representing a 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semiannually on March 12 and September 12 at a fixed rate until, but excluding, September 12, 2024, thereafter payable quarterly on March 12, June 12, September 12 and December 12 at a floating rate, in each case when, as and if declared by the Citi Board of Directors.
|
•
|
power to direct the activities of the VIE that most significantly impact the entity’s economic performance; and
|
•
|
an obligation to absorb losses of the entity that could potentially be significant to the VIE, or a right to receive benefits from the entity that could potentially be significant to the VIE.
|
|
As of December 31, 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
|
$
|
43,534
|
|
$
|
43,534
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Mortgage securitizations(4)
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. agency-sponsored
|
117,374
|
|
—
|
|
117,374
|
|
2,671
|
|
—
|
|
—
|
|
72
|
|
2,743
|
|
||||||||
Non-agency-sponsored
|
39,608
|
|
1,187
|
|
38,421
|
|
876
|
|
—
|
|
—
|
|
1
|
|
877
|
|
||||||||
Citi-administered asset-backed commercial paper conduits
|
15,622
|
|
15,622
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Collateralized loan obligations (CLOs)
|
17,395
|
|
—
|
|
17,395
|
|
4,199
|
|
—
|
|
—
|
|
—
|
|
4,199
|
|
||||||||
Asset-based financing
|
196,728
|
|
6,139
|
|
190,589
|
|
23,756
|
|
1,151
|
|
9,524
|
|
—
|
|
34,431
|
|
||||||||
Municipal securities tender option bond trusts (TOBs)
|
6,950
|
|
1,458
|
|
5,492
|
|
4
|
|
—
|
|
3,544
|
|
—
|
|
3,548
|
|
||||||||
Municipal investments
|
20,312
|
|
—
|
|
20,312
|
|
2,636
|
|
4,274
|
|
3,034
|
|
—
|
|
9,944
|
|
||||||||
Client intermediation
|
1,455
|
|
1,391
|
|
64
|
|
4
|
|
—
|
|
—
|
|
—
|
|
4
|
|
||||||||
Investment funds
|
827
|
|
174
|
|
653
|
|
5
|
|
—
|
|
16
|
|
1
|
|
22
|
|
||||||||
Other
|
352
|
|
1
|
|
351
|
|
169
|
|
—
|
|
39
|
|
—
|
|
208
|
|
||||||||
Total
|
$
|
460,157
|
|
$
|
69,506
|
|
$
|
390,651
|
|
$
|
34,320
|
|
$
|
5,425
|
|
$
|
16,157
|
|
$
|
74
|
|
$
|
55,976
|
|
|
As of December 31, 2018
|
|||||||||||||||||||||||
|
|
|
|
Maximum exposure to loss in significant unconsolidated VIEs(1)
|
||||||||||||||||||||
|
|
|
|
Funded exposures(2)
|
Unfunded exposures
|
|
||||||||||||||||||
In millions of dollars
|
Total
involvement
with SPE
assets
|
Consolidated
VIE/SPE assets
|
Significant
unconsolidated
VIE assets(3)
|
Debt
investments
|
Equity
investments
|
Funding
commitments
|
Guarantees
and
derivatives
|
Total
|
||||||||||||||||
Credit card securitizations
|
$
|
46,232
|
|
$
|
46,232
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Mortgage securitizations(4)
|
|
|
|
|
|
|
|
|
||||||||||||||||
U.S. agency-sponsored
|
116,563
|
|
—
|
|
116,563
|
|
3,038
|
|
—
|
|
—
|
|
60
|
|
3,098
|
|
||||||||
Non-agency-sponsored
|
30,886
|
|
1,498
|
|
29,388
|
|
431
|
|
—
|
|
—
|
|
1
|
|
432
|
|
||||||||
Citi-administered asset-backed commercial paper conduits
|
18,750
|
|
18,750
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||||
Collateralized loan obligations (CLOs)
|
21,837
|
|
—
|
|
21,837
|
|
5,891
|
|
—
|
|
—
|
|
9
|
|
5,900
|
|
||||||||
Asset-based financing
|
99,433
|
|
628
|
|
98,805
|
|
21,640
|
|
715
|
|
9,757
|
|
—
|
|
32,112
|
|
||||||||
Municipal securities tender option bond trusts (TOBs)
|
7,998
|
|
1,776
|
|
6,222
|
|
9
|
|
—
|
|
4,262
|
|
—
|
|
4,271
|
|
||||||||
Municipal investments
|
18,044
|
|
3
|
|
18,041
|
|
2,813
|
|
3,922
|
|
2,738
|
|
—
|
|
9,473
|
|
||||||||
Client intermediation
|
858
|
|
614
|
|
244
|
|
172
|
|
—
|
|
—
|
|
2
|
|
174
|
|
||||||||
Investment funds
|
1,272
|
|
440
|
|
832
|
|
12
|
|
—
|
|
1
|
|
1
|
|
14
|
|
||||||||
Other
|
63
|
|
3
|
|
60
|
|
37
|
|
—
|
|
23
|
|
—
|
|
60
|
|
||||||||
Total
|
$
|
361,936
|
|
$
|
69,944
|
|
$
|
291,992
|
|
$
|
34,043
|
|
$
|
4,637
|
|
$
|
16,781
|
|
$
|
73
|
|
$
|
55,534
|
|
(1)
|
The definition of maximum exposure to loss is included in the text that follows this table.
|
(2)
|
Included on Citigroup’s December 31, 2019 and 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 third-party sponsored private equity funds to which the Company provides secured credit facilities. The Company has no decision-making power and does not consolidate these funds, some of which may meet the definition of a VIE. The Company’s maximum exposure to loss is generally limited to a loan or lending-related commitment (for more information on these positions, see Notes 14 and 26 to the Consolidated Financial Statements);
|
•
|
certain VIEs structured by third parties in which the Company holds securities in inventory, as these investments are made on arm’s-length terms;
|
•
|
certain positions in mortgage- and asset-backed securities held by the Company, which are classified as Trading account assets or Investments, in which the Company has no other involvement with the related securitization entity deemed to be significant (for more information on these positions, see Notes 13 and 24 to the Consolidated Financial Statements);
|
•
|
certain representations and warranties exposures in legacy ICG-sponsored mortgage- and asset-backed securitizations in which the Company has no variable interest or continuing involvement as servicer. The outstanding balance of mortgage loans securitized during 2005 to 2008 in which the Company has no variable interest or continuing involvement as servicer was approximately $6 billion and $7 billion at December 31, 2019 and 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.
|
|
December 31, 2019
|
December 31, 2018
|
||||||||||
In millions of dollars
|
Liquidity
facilities
|
Loan/equity
commitments
|
Liquidity
facilities
|
Loan/equity
commitments
|
||||||||
Asset-based financing
|
$
|
—
|
|
$
|
9,524
|
|
$
|
—
|
|
$
|
9,757
|
|
Municipal securities tender option bond trusts (TOBs)
|
3,544
|
|
—
|
|
4,262
|
|
—
|
|
||||
Municipal investments
|
—
|
|
3,034
|
|
—
|
|
2,738
|
|
||||
Investment funds
|
—
|
|
16
|
|
—
|
|
1
|
|
||||
Other
|
—
|
|
39
|
|
—
|
|
23
|
|
||||
Total funding commitments
|
$
|
3,544
|
|
$
|
12,613
|
|
$
|
4,262
|
|
$
|
12,519
|
|
In billions of dollars
|
December 31, 2019
|
December 31, 2018
|
||||
Cash
|
$
|
—
|
|
$
|
—
|
|
Trading account assets
|
2.6
|
|
3.0
|
|
||
Investments
|
9.9
|
|
10.7
|
|
||
Total loans, net of allowance
|
26.7
|
|
24.5
|
|
||
Other
|
0.5
|
|
0.5
|
|
||
Total assets
|
$
|
39.7
|
|
$
|
38.7
|
|
In billions of dollars
|
2019
|
2018
|
2017
|
||||||
Proceeds from new securitizations
|
$
|
—
|
|
$
|
6.8
|
|
$
|
11.1
|
|
Pay down of maturing notes
|
(7.6
|
)
|
(8.3
|
)
|
(5.0
|
)
|
In billions of dollars
|
Dec. 31, 2019
|
Dec. 31, 2018
|
||||
Term notes issued to third parties
|
$
|
18.2
|
|
$
|
25.8
|
|
Term notes retained by Citigroup affiliates
|
4.3
|
|
5.7
|
|
||
Total Master Trust liabilities
|
$
|
22.5
|
|
$
|
31.5
|
|
In billions of dollars
|
Dec. 31, 2019
|
Dec. 31, 2018
|
||||
Term notes issued to third parties
|
$
|
1.5
|
|
$
|
1.5
|
|
Term notes retained by Citigroup affiliates
|
1.9
|
|
1.9
|
|
||
Total Omni Trust liabilities
|
$
|
3.4
|
|
$
|
3.4
|
|
|
2019
|
2018
|
2017
|
|||||||||||||||
In billions of dollars
|
U.S. agency-
sponsored mortgages |
Non-agency-
sponsored mortgages |
U.S. agency-
sponsored mortgages |
Non-agency-
sponsored mortgages |
U.S. agency-
sponsored mortgages |
Non-agency-
sponsored mortgages |
||||||||||||
Principal securitized
|
$
|
5.3
|
|
$
|
18.9
|
|
$
|
4.0
|
|
$
|
5.6
|
|
$
|
7.8
|
|
$
|
7.3
|
|
Proceeds from new securitizations(1)
|
5.5
|
|
18.9
|
|
4.2
|
|
7.1
|
|
8.1
|
|
7.3
|
|
||||||
Contractual servicing fees received
|
0.1
|
|
—
|
|
0.1
|
|
—
|
|
0.2
|
|
—
|
|
||||||
Purchases of previously transferred financial assets
|
0.2
|
|
—
|
|
0.2
|
|
—
|
|
0.4
|
|
—
|
|
(1)
|
The proceeds from new securitizations in 2019 include $0.2 billion related to personal loan securitizations.
|
|
2019
|
2018
|
||||||||||||||||
|
|
Non-agency-sponsored mortgages(1)
|
|
Non-agency-sponsored mortgages(1)
|
||||||||||||||
In millions of dollars
|
U.S. agency-
sponsored mortgages |
Senior
interests |
Subordinated
interests(3) |
U.S. agency-
sponsored mortgages |
Senior
interests |
Subordinated
interests |
||||||||||||
Carrying value of retained interests(2)
|
$
|
491
|
|
$
|
748
|
|
$
|
102
|
|
$
|
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 24 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 December 31, 2019.
|
|
December 31, 2019
|
|||||
|
|
Non-agency-sponsored mortgages(1)
|
||||
|
U.S. agency-
sponsored mortgages |
Senior
interests |
Subordinated
interests |
|||
Weighted average discount rate
|
9.3
|
%
|
3.6
|
%
|
4.6
|
%
|
Weighted average constant prepayment rate
|
12.9
|
%
|
10.5
|
%
|
7.6
|
%
|
Weighted average anticipated net credit losses(2)
|
NM
|
|
3.9
|
%
|
2.8
|
%
|
Weighted average life
|
6.6 years
|
|
3 years
|
|
11.4 years
|
|
|
December 31, 2018
|
|||||
|
|
Non-agency-sponsored mortgages(1)
|
||||
|
U.S. agency-
sponsored mortgages |
Senior
interests |
Subordinated
interests |
|||
Weighted average discount rate
|
9.6
|
%
|
2.8
|
%
|
4.4
|
%
|
Weighted average constant prepayment rate
|
5.8
|
%
|
8.0
|
%
|
9.1
|
%
|
Weighted average anticipated net credit losses(2)
|
NM
|
|
4.4
|
%
|
3.4
|
%
|
Weighted average life
|
7.5 years
|
|
5.5 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.
|
|
December 31, 2019
|
|||||
|
|
Non-agency-sponsored mortgages(1)
|
||||
|
U.S. agency-
sponsored mortgages |
Senior
interests |
Subordinated
interests |
|||
Weighted average discount rate
|
9.8
|
%
|
7.6
|
%
|
4.2
|
%
|
Weighted average constant prepayment rate
|
10.1
|
%
|
3.6
|
%
|
6.1
|
%
|
Weighted average anticipated net credit losses(2)
|
NM
|
|
5.2
|
%
|
2.7
|
%
|
Weighted average life
|
6.6 years
|
|
5.9 years
|
|
29.3 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.
|
|
December 31, 2019
|
||||||||
|
|
Non-agency-sponsored mortgages
|
|||||||
In millions of dollars
|
U.S. agency-
sponsored mortgages |
Senior
interests |
Subordinated
interests |
||||||
Discount rate
|
|
|
|
||||||
Adverse change of 10%
|
$
|
(18
|
)
|
$
|
—
|
|
$
|
(1
|
)
|
Adverse change of 20%
|
(35
|
)
|
(1
|
)
|
(1
|
)
|
|||
Constant prepayment rate
|
|
|
|
||||||
Adverse change of 10%
|
(18
|
)
|
—
|
|
—
|
|
|||
Adverse change of 20%
|
(35
|
)
|
—
|
|
—
|
|
|||
Anticipated net credit losses
|
|
|
|
||||||
Adverse change of 10%
|
NM
|
|
—
|
|
—
|
|
|||
Adverse change of 20%
|
NM
|
|
—
|
|
—
|
|
|
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.
|
|
Securitized assets
|
90 days past due
|
Liquidation losses
|
|||||||||||||||
In billions of dollars, except liquidation losses in millions
|
2019
|
2018
|
2019
|
2018
|
2019
|
2018
|
||||||||||||
Securitized assets
|
|
|
|
|
|
|
||||||||||||
Residential mortgages
|
$
|
11.7
|
|
$
|
5.2
|
|
$
|
0.4
|
|
$
|
0.4
|
|
$
|
49.0
|
|
$
|
54.0
|
|
Commercial and other
|
22.3
|
|
13.1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
||||||
Total
|
$
|
34.0
|
|
$
|
18.3
|
|
$
|
0.4
|
|
$
|
0.4
|
|
$
|
49.0
|
|
$
|
54.0
|
|
In millions of dollars
|
2019
|
2018
|
||||
Balance, beginning of year
|
$
|
584
|
|
$
|
558
|
|
Originations
|
70
|
|
58
|
|
||
Changes in fair value of MSRs due to changes in inputs and assumptions
|
(84
|
)
|
54
|
|
||
Other changes(1)
|
(75
|
)
|
(68
|
)
|
||
Sale of MSRs
|
—
|
|
(18
|
)
|
||
Balance, as of December 31
|
$
|
495
|
|
$
|
584
|
|
(1)
|
Represents changes due to customer payments and passage of time.
|
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Servicing fees
|
$
|
148
|
|
$
|
172
|
|
$
|
276
|
|
Late fees
|
8
|
|
4
|
|
10
|
|
|||
Ancillary fees
|
1
|
|
8
|
|
13
|
|
|||
Total MSR fees
|
$
|
157
|
|
$
|
184
|
|
$
|
299
|
|
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Principal securitized
|
$
|
—
|
|
$
|
—
|
|
$
|
133
|
|
Proceeds from new securitizations
|
—
|
|
—
|
|
133
|
|
|||
Cash flows received on retained interests and other net cash flows
|
72
|
|
127
|
|
107
|
|
In millions of dollars
|
Dec. 31, 2019
|
Dec. 31, 2018
|
Dec. 31, 2017
|
||||||
Carrying value of retained interests
|
$
|
1,404
|
|
$
|
3,142
|
|
$
|
4,079
|
|
|
December 31, 2019
|
|||||
In millions of dollars
|
Total
unconsolidated VIE assets |
Maximum
exposure to unconsolidated VIEs |
||||
Type
|
|
|
||||
Commercial and other real estate
|
$
|
31,377
|
|
$
|
7,489
|
|
Corporate loans
|
7,088
|
|
5,802
|
|
||
Other (including investment funds, airlines and shipping)
|
152,124
|
|
21,140
|
|
||
Total
|
$
|
190,589
|
|
$
|
34,431
|
|
|
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
|
|
||
Other (including investment funds, airlines and shipping)
|
67,914
|
|
19,440
|
|
||
Total
|
$
|
98,805
|
|
$
|
32,112
|
|
•
|
Futures and forward contracts, which are commitments to buy or sell at a future date a financial instrument, commodity or currency at a contracted price that may be settled in cash or through delivery of an item readily convertible to cash.
|
•
|
Swap contracts, which are commitments to settle in cash at a future date or dates that may range from a few days to a number of years, based on differentials between specified indices or financial instruments, as applied to a notional principal amount.
|
•
|
Option contracts, which give the purchaser, for a premium, the right, but not the obligation, to buy or sell within a specified time a financial instrument, commodity or currency at a contracted price that may also be settled in cash, based on differentials between specified indices or prices.
|
•
|
Trading Purposes: Citigroup trades derivatives as an active market maker. Citigroup offers its customers derivatives in connection with their risk management actions to transfer, modify or reduce their interest rate, foreign exchange and other market/credit risks or for their own trading purposes. Citigroup also manages its derivative risk positions through offsetting trade activities, controls focused on price verification and daily reporting of positions to senior managers.
|
•
|
Hedging: Citigroup uses derivatives in connection with its own risk management activities to hedge certain risks or reposition the risk profile of the Company. Hedging may be accomplished by applying hedge accounting in accordance with ASC 815, Derivatives and Hedging, or by an economic hedge. For example, Citigroup issues fixed-rate long-term debt and then enters into a receive-fixed, pay-variable-rate interest rate swap with the same tenor and notional amount to synthetically convert the interest payments to a net variable-rate basis. This strategy is the most common form of an interest rate hedge, as it minimizes net interest cost in certain yield curve environments. Derivatives are also used to manage market risks inherent in specific groups of on-balance sheet assets and liabilities, including AFS securities, commodities and borrowings, as well as other interest-sensitive assets and liabilities. In addition, foreign exchange contracts are used to hedge non-U.S.-dollar-
|
|
Hedging instruments under
ASC 815 |
Trading derivative instruments
|
||||||||||
In millions of dollars
|
December 31,
2019 |
December 31,
2018 |
December 31,
2019 |
December 31,
2018 |
||||||||
Interest rate contracts
|
|
|
|
|
||||||||
Swaps
|
$
|
318,089
|
|
$
|
273,636
|
|
$
|
17,063,272
|
|
$
|
18,138,686
|
|
Futures and forwards
|
—
|
|
—
|
|
3,636,658
|
|
4,632,257
|
|
||||
Written options
|
—
|
|
—
|
|
2,114,511
|
|
3,018,469
|
|
||||
Purchased options
|
—
|
|
—
|
|
1,857,770
|
|
2,532,479
|
|
||||
Total interest rate contracts
|
$
|
318,089
|
|
$
|
273,636
|
|
$
|
24,672,211
|
|
$
|
28,321,891
|
|
Foreign exchange contracts
|
|
|
|
|
||||||||
Swaps
|
$
|
63,104
|
|
$
|
57,153
|
|
$
|
6,063,853
|
|
$
|
6,738,158
|
|
Futures, forwards and spot
|
38,275
|
|
41,410
|
|
3,979,188
|
|
5,115,504
|
|
||||
Written options
|
80
|
|
1,726
|
|
908,061
|
|
1,566,717
|
|
||||
Purchased options
|
80
|
|
2,104
|
|
959,149
|
|
1,543,516
|
|
||||
Total foreign exchange contracts
|
$
|
101,539
|
|
$
|
102,393
|
|
$
|
11,910,251
|
|
$
|
14,963,895
|
|
Equity contracts
|
|
|
|
|
||||||||
Swaps
|
$
|
—
|
|
$
|
—
|
|
$
|
197,893
|
|
$
|
217,580
|
|
Futures and forwards
|
—
|
|
—
|
|
66,705
|
|
52,053
|
|
||||
Written options
|
—
|
|
—
|
|
560,571
|
|
454,675
|
|
||||
Purchased options
|
—
|
|
—
|
|
422,393
|
|
341,018
|
|
||||
Total equity contracts
|
$
|
—
|
|
$
|
—
|
|
$
|
1,247,562
|
|
$
|
1,065,326
|
|
Commodity and other contracts
|
|
|
|
|
||||||||
Swaps
|
$
|
—
|
|
$
|
—
|
|
$
|
69,445
|
|
$
|
79,133
|
|
Futures and forwards
|
1,195
|
|
802
|
|
137,192
|
|
146,647
|
|
||||
Written options
|
—
|
|
—
|
|
91,587
|
|
62,629
|
|
||||
Purchased options
|
—
|
|
—
|
|
86,631
|
|
61,298
|
|
||||
Total commodity and other contracts
|
$
|
1,195
|
|
$
|
802
|
|
$
|
384,855
|
|
$
|
349,707
|
|
Credit derivatives(1)
|
|
|
|
|
||||||||
Protection sold
|
$
|
—
|
|
$
|
—
|
|
$
|
603,387
|
|
$
|
724,939
|
|
Protection purchased
|
—
|
|
—
|
|
703,926
|
|
795,649
|
|
||||
Total credit derivatives
|
$
|
—
|
|
$
|
—
|
|
$
|
1,307,313
|
|
$
|
1,520,588
|
|
Total derivative notionals
|
$
|
420,823
|
|
$
|
376,831
|
|
$
|
39,522,192
|
|
$
|
46,221,407
|
|
(1)
|
Credit derivatives are arrangements designed to allow one party (protection buyer) to transfer the credit risk of a “reference asset” to another party (protection seller). These arrangements allow a protection seller to assume the credit risk associated with the reference asset without directly purchasing that asset. The Company enters into credit derivative positions for purposes such as risk management, yield enhancement, reduction of credit concentrations and diversification of overall risk.
|
In millions of dollars at December 31, 2019
|
Derivatives classified
in Trading account assets/liabilities(1)(2) |
|||||
Derivatives instruments designated as ASC 815 hedges
|
Assets
|
Liabilities
|
||||
Over-the-counter
|
$
|
1,682
|
|
$
|
143
|
|
Cleared
|
41
|
|
111
|
|
||
Interest rate contracts
|
$
|
1,723
|
|
$
|
254
|
|
Over-the-counter
|
$
|
1,304
|
|
$
|
908
|
|
Cleared
|
—
|
|
2
|
|
||
Foreign exchange contracts
|
$
|
1,304
|
|
$
|
910
|
|
Total derivatives instruments designated as ASC 815 hedges
|
$
|
3,027
|
|
$
|
1,164
|
|
Derivatives instruments not designated as ASC 815 hedges
|
|
|
||||
Over-the-counter
|
$
|
189,892
|
|
$
|
169,749
|
|
Cleared
|
5,896
|
|
7,472
|
|
||
Exchange traded
|
157
|
|
180
|
|
||
Interest rate contracts
|
$
|
195,945
|
|
$
|
177,401
|
|
Over-the-counter
|
$
|
105,401
|
|
$
|
108,807
|
|
Cleared
|
862
|
|
1,015
|
|
||
Exchange traded
|
3
|
|
—
|
|
||
Foreign exchange contracts
|
$
|
106,266
|
|
$
|
109,822
|
|
Over-the-counter
|
$
|
21,311
|
|
$
|
22,411
|
|
Exchange traded
|
7,160
|
|
8,075
|
|
||
Equity contracts
|
$
|
28,471
|
|
$
|
30,486
|
|
Over-the-counter
|
$
|
13,582
|
|
$
|
16,773
|
|
Exchange traded
|
630
|
|
542
|
|
||
Commodity and other contracts
|
$
|
14,212
|
|
$
|
17,315
|
|
Over-the-counter
|
$
|
8,896
|
|
$
|
8,975
|
|
Cleared
|
1,513
|
|
1,763
|
|
||
Credit derivatives
|
$
|
10,409
|
|
$
|
10,738
|
|
Total derivatives instruments not designated as ASC 815 hedges
|
$
|
355,303
|
|
$
|
345,762
|
|
Total derivatives
|
$
|
358,330
|
|
$
|
346,926
|
|
Cash collateral paid/received(3)
|
$
|
17,926
|
|
$
|
14,391
|
|
Less: Netting agreements(4)
|
(274,970
|
)
|
(274,970
|
)
|
||
Less: Netting cash collateral received/paid(5)
|
(44,353
|
)
|
(38,919
|
)
|
||
Net receivables/payables included on the Consolidated Balance Sheet(6)
|
$
|
56,933
|
|
$
|
47,428
|
|
Additional amounts subject to an enforceable master netting agreement, but not offset on the Consolidated Balance Sheet
|
|
|
||||
Less: Cash collateral received/paid
|
$
|
(861
|
)
|
$
|
(128
|
)
|
Less: Non-cash collateral received/paid
|
(13,143
|
)
|
(7,308
|
)
|
||
Total net receivables/payables(6)
|
$
|
42,929
|
|
$
|
39,992
|
|
(1)
|
The derivatives fair values are presented in Note 24 to the Consolidated Financial Statements.
|
(2)
|
Over-the-counter (OTC) derivatives are derivatives executed and settled bilaterally with counterparties without the use of an organized exchange or central clearing house. Cleared derivatives include derivatives executed bilaterally with a counterparty in the OTC market, but then novated to a central clearing house, whereby the central clearing house becomes the counterparty to both of the original counterparties. Exchange-traded derivatives include derivatives executed directly on an organized exchange that provides pre-trade price transparency.
|
(3)
|
Reflects the net amount of the $56,845 million and $58,744 million of gross cash collateral paid and received, respectively. Of the gross cash collateral paid, $38,919 million was used to offset trading derivative liabilities and, of the gross cash collateral received, $44,353 million was used to offset trading derivative assets.
|
(4)
|
Represents the netting of derivative receivable and payable balances with the same counterparty under enforceable netting agreements. Approximately $262 billion, $6 billion and $7 billion of the netting against trading account asset/liability balances is attributable to each of the OTC, cleared and exchange-traded derivatives, respectively.
|
(5)
|
Represents the netting of cash collateral paid and received by counterparties under enforceable credit support agreements. Substantially all cash collateral received and paid is netted against OTC derivative assets and liabilities, respectively.
|
(6)
|
The net receivables/payables include approximately $7 billion of derivative asset and $6 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 presented in Note 24 to the Consolidated Financial Statements.
|
(2)
|
Over-the-counter (OTC) derivatives include derivatives executed and settled bilaterally with counterparties without the use of an organized exchange or central clearing house. Cleared derivatives include derivatives executed bilaterally with a counterparty in the OTC market, but then novated to a central clearing house, whereby the central clearing house becomes the counterparty to both of the original counterparties. Exchange-traded derivatives include derivatives executed directly on an organized exchange that provides pre-trade price transparency.
|
(3)
|
Reflects the net amount of the $41,429 million and $52,514 million of gross cash collateral paid and received, respectively. Of the gross cash collateral paid, $29,911 million was used to offset trading derivative liabilities and, of the gross cash collateral received, $38,608 million was used to offset trading derivative assets.
|
(4)
|
Represents the netting of 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 counterparties 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
|
||||||||
|
Year ended December 31,
|
||||||||
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Interest rate contracts
|
$
|
57
|
|
$
|
(25
|
)
|
$
|
(73
|
)
|
Foreign exchange
|
(29
|
)
|
(197
|
)
|
2,062
|
|
|||
Total
|
$
|
28
|
|
$
|
(222
|
)
|
$
|
1,989
|
|
|
Gains (losses) on fair value hedges(1)
|
||||||||||||||
|
Year Ended December 31,
|
||||||||||||||
|
2019
|
2018
|
2017(2)
|
||||||||||||
In millions of dollars
|
Other revenue
|
Net interest revenue
|
Other
revenue
|
Net interest revenue
|
Other
revenue
|
||||||||||
Gain (loss) on the hedging derivatives included in assessment of the effectiveness of fair value hedges
|
|
|
|
|
|
||||||||||
Interest rate hedges
|
$
|
—
|
|
$
|
2,273
|
|
$
|
—
|
|
$
|
794
|
|
$
|
(891
|
)
|
Foreign exchange hedges
|
337
|
|
—
|
|
(2,064
|
)
|
—
|
|
(824
|
)
|
|||||
Commodity hedges
|
(33
|
)
|
—
|
|
(123
|
)
|
—
|
|
(17
|
)
|
|||||
Total gain (loss) on the hedging derivatives included in assessment of the effectiveness of fair value hedges
|
$
|
304
|
|
$
|
2,273
|
|
$
|
(2,187
|
)
|
$
|
794
|
|
$
|
(1,732
|
)
|
Gain (loss) on the hedged item in designated and qualifying fair value hedges
|
|
|
|
|
|
||||||||||
Interest rate hedges
|
$
|
—
|
|
$
|
(2,085
|
)
|
$
|
—
|
|
$
|
(747
|
)
|
$
|
853
|
|
Foreign exchange hedges
|
(337
|
)
|
—
|
|
2,064
|
|
—
|
|
969
|
|
|||||
Commodity hedges
|
33
|
|
—
|
|
124
|
|
—
|
|
18
|
|
|||||
Total gain (loss) on the hedged item in designated and qualifying fair value hedges
|
$
|
(304
|
)
|
$
|
(2,085
|
)
|
$
|
2,188
|
|
$
|
(747
|
)
|
$
|
1,840
|
|
Net gain (loss) on the hedging derivatives excluded from assessment of the effectiveness of fair value hedges
|
|
|
|
|
|
||||||||||
Interest rate hedges
|
$
|
—
|
|
$
|
3
|
|
$
|
—
|
|
$
|
(5
|
)
|
$
|
(7
|
)
|
Foreign exchange hedges(3)
|
(109
|
)
|
—
|
|
(4
|
)
|
—
|
|
96
|
|
|||||
Commodity hedges
|
41
|
|
—
|
|
(19
|
)
|
—
|
|
1
|
|
|||||
Total net gain (loss) on the hedging derivatives excluded from assessment of the effectiveness of fair value hedges
|
$
|
(68
|
)
|
$
|
3
|
|
$
|
(23
|
)
|
$
|
(5
|
)
|
$
|
90
|
|
(1)
|
Beginning January 1, 2018, gain (loss) amounts for interest rate risk hedges are included in Interest income/Interest expense, while the remaining amounts including the amounts for interest rate hedges prior to January 1, 2018 are included in Other revenue or Principal transactions on the Consolidated Statement of Income. The accrued interest income on fair value hedges both prior to and after January 1, 2018 is recorded in Net interest revenue and is excluded from this table.
|
(2)
|
Hedge ineffectiveness recognized in earnings on designated and qualifying fair value hedges for the year ended December 31, 2017 was $(31) million for interest rate hedges and $49 million for foreign exchange hedges, for a total of $18 million.
|
(3)
|
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. After January 1, 2018, 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 $33 million and $(74) million for the years ended December 31, 2019 and 2018, respectively.
|
(1)
|
These amounts include a cumulative basis adjustment of $(8) million for active hedges and $157 million for de-designated hedges as of December 31, 2019 related to certain prepayable financial assets designated as the hedged item in a fair value hedge using the last-of-layer approach. The Company designated approximately $605 million as the hedged amount (from a closed portfolio of prepayable financial assets with a carrying value of $20 billion as of December 31, 2019) in a last-of-layer hedging relationship, which commenced in the first quarter of 2019.
|
(2)
|
Carrying amount represents the amortized cost.
|
In millions of dollars
|
2019
|
2018
|
2017
|
||||||||||||
Amount of gain (loss) recognized in AOCI on derivatives
|
|
|
|
||||||||||||
Interest rate contracts
|
$
|
746
|
|
$
|
(361
|
)
|
$
|
(165
|
)
|
||||||
Foreign exchange contracts
|
(17
|
)
|
5
|
|
(8
|
)
|
|||||||||
Total gain (loss) recognized in AOCI
|
$
|
729
|
|
$
|
(356
|
)
|
$
|
(173
|
)
|
||||||
Amount of gain (loss) reclassified from AOCI to earnings(1)
|
Other revenue
|
Net Interest revenue
|
Other
revenue
|
Net interest
revenue
|
Other
revenue
|
||||||||||
Interest rate contracts
|
$
|
—
|
|
$
|
(384
|
)
|
$
|
—
|
|
$
|
(301
|
)
|
$
|
(126
|
)
|
Foreign exchange contracts
|
(7
|
)
|
—
|
|
(17
|
)
|
—
|
|
(10
|
)
|
|||||
Total gain (loss) reclassified from AOCI into earnings
|
$
|
(7
|
)
|
$
|
(384
|
)
|
$
|
(17
|
)
|
$
|
(301
|
)
|
$
|
(136
|
)
|
Net pretax change in cash flow hedges included within AOCI
|
|
$
|
1,120
|
|
|
$
|
(38
|
)
|
$
|
(37
|
)
|
(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 December 31, 2019
|
Receivable(1)
|
Payable(2)
|
Protection
purchased |
Protection
sold |
||||||||
By industry of counterparty
|
|
|
|
|
||||||||
Banks
|
$
|
4,017
|
|
$
|
4,102
|
|
$
|
172,461
|
|
$
|
169,546
|
|
Broker-dealers
|
1,724
|
|
1,528
|
|
54,843
|
|
53,846
|
|
||||
Non-financial
|
92
|
|
76
|
|
2,601
|
|
1,968
|
|
||||
Insurance and other financial institutions
|
4,576
|
|
5,032
|
|
474,021
|
|
378,027
|
|
||||
Total by industry of counterparty
|
$
|
10,409
|
|
$
|
10,738
|
|
$
|
703,926
|
|
$
|
603,387
|
|
By instrument
|
|
|
|
|
||||||||
Credit default swaps and options
|
$
|
9,759
|
|
$
|
9,791
|
|
$
|
685,643
|
|
$
|
593,850
|
|
Total return swaps and other
|
650
|
|
947
|
|
18,283
|
|
9,537
|
|
||||
Total by instrument
|
$
|
10,409
|
|
$
|
10,738
|
|
$
|
703,926
|
|
$
|
603,387
|
|
By rating of reference entity
|
|
|
|
|
||||||||
Investment grade
|
$
|
4,579
|
|
$
|
4,578
|
|
$
|
560,806
|
|
$
|
470,778
|
|
Non-investment grade
|
5,830
|
|
6,160
|
|
143,120
|
|
132,609
|
|
||||
Total by rating of reference entity
|
$
|
10,409
|
|
$
|
10,738
|
|
$
|
703,926
|
|
$
|
603,387
|
|
By maturity
|
|
|
|
|
||||||||
Within 1 year
|
$
|
1,806
|
|
$
|
2,181
|
|
$
|
231,135
|
|
$
|
176,188
|
|
From 1 to 5 years
|
7,275
|
|
7,265
|
|
414,237
|
|
379,915
|
|
||||
After 5 years
|
1,328
|
|
1,292
|
|
58,554
|
|
47,284
|
|
||||
Total by maturity
|
$
|
10,409
|
|
$
|
10,738
|
|
$
|
703,926
|
|
$
|
603,387
|
|
(1)
|
The fair value amount receivable is composed of $3,415 million under protection purchased and $6,994 million under protection sold.
|
(2)
|
The fair value amount payable is composed of $7,793 million under protection purchased and $2,945 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 million under protection sold.
|
(2)
|
The fair value amount payable is composed of $5,882 million under protection purchased and $4,469 million under protection sold.
|
•
|
Level 1: Quoted prices for identical instruments in active markets.
|
•
|
Level 2: Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets.
|
•
|
Level 3: Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
|
•
|
First, the exposure profile for each counterparty is determined using the terms of all individual derivative positions and a Monte Carlo simulation or other quantitative analysis to generate a series of expected cash flows at future points in time. The calculation of this exposure profile considers the effect of credit risk mitigants and sources of funding, including pledged cash or other collateral and any legal right of offset that exists with a counterparty through arrangements such as netting agreements. Individual derivative contracts that are subject to an enforceable master netting agreement with a counterparty are aggregated as a netting set for this purpose, since it is those aggregate net cash flows that are subject to nonperformance risk. This process identifies specific, point-in-time future cash flows that are subject to nonperformance risk and unsecured funding, rather than using the current recognized net asset or liability as a basis to measure the CVA and FVA.
|
•
|
Second, for CVA, market-based views of default probabilities derived from observed credit spreads in the credit default swap (CDS) market are applied to the expected future cash flows determined in step one. Citi’s own-credit CVA is determined using Citi-specific CDS spreads for the relevant tenor. Generally, counterparty
|
|
Credit and funding valuation adjustments
contra-liability (contra-asset)
|
|||||
In millions of dollars
|
December 31,
2019 |
December 31,
2018 |
||||
Counterparty CVA
|
$
|
(705
|
)
|
$
|
(1,085
|
)
|
Asset FVA
|
(530
|
)
|
(544
|
)
|
||
Citigroup (own-credit) CVA
|
341
|
|
482
|
|
||
Liability FVA
|
72
|
|
135
|
|
||
Total CVA—derivative instruments(1)
|
$
|
(822
|
)
|
$
|
(1,012
|
)
|
(1)
|
FVA is included with CVA for presentation purposes.
|
|
Credit/funding/debt valuation
adjustments gain (loss)
|
||||||||
In millions of dollars
|
2019
|
2018
|
2017
|
||||||
Counterparty CVA
|
$
|
149
|
|
$
|
(109
|
)
|
$
|
276
|
|
Asset FVA
|
13
|
|
46
|
|
90
|
|
|||
Own-credit CVA
|
(131
|
)
|
178
|
|
(153
|
)
|
|||
Liability FVA
|
(63
|
)
|
56
|
|
(15
|
)
|
|||
Total CVA—derivative instruments
|
$
|
(32
|
)
|
$
|
171
|
|
$
|
198
|
|
DVA related to own FVO liabilities(1)
|
$
|
(1,473
|
)
|
$
|
1,415
|
|
$
|
(680
|
)
|
Total CVA and DVA(2)
|
$
|
(1,505
|
)
|
$
|
1,586
|
|
$
|
(482
|
)
|
(1)
|
See Notes 1, 17 and 19 to the Consolidated Financial Statements.
|
(2)
|
FVA is included with CVA for presentation purposes.
|
In millions of dollars at December 31, 2019
|
Level 1
|
Level 2
|
Level 3
|
Gross
inventory |
Netting(1)
|
Net
balance |
||||||||||||
Assets
|
|
|
|
|
|
|
||||||||||||
Securities borrowed and purchased under agreements to resell
|
$
|
—
|
|
$
|
254,253
|
|
$
|
303
|
|
$
|
254,556
|
|
$
|
(101,363
|
)
|
$
|
153,193
|
|
Trading non-derivative assets
|
|
|
|
|
|
|
||||||||||||
Trading mortgage-backed securities
|
|
|
|
|
|
|
||||||||||||
U.S. government-sponsored agency guaranteed
|
—
|
|
27,661
|
|
10
|
|
27,671
|
|
—
|
|
27,671
|
|
||||||
Residential
|
—
|
|
573
|
|
123
|
|
696
|
|
—
|
|
696
|
|
||||||
Commercial
|
—
|
|
1,632
|
|
61
|
|
1,693
|
|
—
|
|
1,693
|
|
||||||
Total trading mortgage-backed securities
|
$
|
—
|
|
$
|
29,866
|
|
$
|
194
|
|
$
|
30,060
|
|
$
|
—
|
|
$
|
30,060
|
|
U.S. Treasury and federal agency securities
|
$
|
26,159
|
|
$
|
3,736
|
|
$
|
—
|
|
$
|
29,895
|
|
$
|
—
|
|
$
|
29,895
|
|
State and municipal
|
—
|
|
2,573
|
|
64
|
|
2,637
|
|
—
|
|
2,637
|
|
||||||
Foreign government
|
50,948
|
|
20,326
|
|
52
|
|
71,326
|
|
—
|
|
71,326
|
|
||||||
Corporate
|
1,332
|
|
17,246
|
|
313
|
|
18,891
|
|
—
|
|
18,891
|
|
||||||
Equity securities
|
41,663
|
|
9,878
|
|
100
|
|
51,641
|
|
—
|
|
51,641
|
|
||||||
Asset-backed securities
|
—
|
|
1,539
|
|
1,177
|
|
2,716
|
|
—
|
|
2,716
|
|
||||||
Other trading assets(2)
|
74
|
|
11,412
|
|
555
|
|
12,041
|
|
—
|
|
12,041
|
|
||||||
Total trading non-derivative assets
|
$
|
120,176
|
|
$
|
96,576
|
|
$
|
2,455
|
|
$
|
219,207
|
|
$
|
—
|
|
$
|
219,207
|
|
Trading derivatives
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
$
|
7
|
|
$
|
196,493
|
|
$
|
1,168
|
|
$
|
197,668
|
|
|
|
||||
Foreign exchange contracts
|
1
|
|
107,022
|
|
547
|
|
107,570
|
|
|
|
||||||||
Equity contracts
|
83
|
|
28,148
|
|
240
|
|
28,471
|
|
|
|
||||||||
Commodity contracts
|
—
|
|
13,498
|
|
714
|
|
14,212
|
|
|
|
||||||||
Credit derivatives
|
—
|
|
9,960
|
|
449
|
|
10,409
|
|
|
|
||||||||
Total trading derivatives
|
$
|
91
|
|
$
|
355,121
|
|
$
|
3,118
|
|
$
|
358,330
|
|
|
|
||||
Cash collateral paid(3)
|
|
|
|
$
|
17,926
|
|
|
|
||||||||||
Netting agreements
|
|
|
|
|
$
|
(274,970
|
)
|
|
||||||||||
Netting of cash collateral received
|
|
|
|
|
(44,353
|
)
|
|
|||||||||||
Total trading derivatives
|
$
|
91
|
|
$
|
355,121
|
|
$
|
3,118
|
|
$
|
376,256
|
|
$
|
(319,323
|
)
|
$
|
56,933
|
|
Investments
|
|
|
|
|
|
|
||||||||||||
Mortgage-backed securities
|
|
|
|
|
|
|
||||||||||||
U.S. government-sponsored agency guaranteed
|
$
|
—
|
|
$
|
35,198
|
|
$
|
32
|
|
$
|
35,230
|
|
$
|
—
|
|
$
|
35,230
|
|
Residential
|
—
|
|
793
|
|
—
|
|
793
|
|
—
|
|
793
|
|
||||||
Commercial
|
—
|
|
74
|
|
—
|
|
74
|
|
—
|
|
74
|
|
||||||
Total investment mortgage-backed securities
|
$
|
—
|
|
$
|
36,065
|
|
$
|
32
|
|
$
|
36,097
|
|
$
|
—
|
|
$
|
36,097
|
|
U.S. Treasury and federal agency securities
|
$
|
106,103
|
|
$
|
5,315
|
|
$
|
—
|
|
$
|
111,418
|
|
$
|
—
|
|
$
|
111,418
|
|
State and municipal
|
—
|
|
4,355
|
|
623
|
|
4,978
|
|
—
|
|
4,978
|
|
||||||
Foreign government
|
69,957
|
|
41,196
|
|
96
|
|
111,249
|
|
—
|
|
111,249
|
|
||||||
Corporate
|
5,150
|
|
6,076
|
|
45
|
|
11,271
|
|
—
|
|
11,271
|
|
||||||
Marketable equity securities
|
87
|
|
371
|
|
—
|
|
458
|
|
—
|
|
458
|
|
||||||
Asset-backed securities
|
—
|
|
500
|
|
22
|
|
522
|
|
—
|
|
522
|
|
||||||
Other debt securities
|
—
|
|
4,730
|
|
—
|
|
4,730
|
|
—
|
|
4,730
|
|
||||||
Non-marketable equity securities(4)
|
—
|
|
93
|
|
441
|
|
534
|
|
—
|
|
534
|
|
||||||
Total investments
|
$
|
181,297
|
|
$
|
98,701
|
|
$
|
1,259
|
|
$
|
281,257
|
|
$
|
—
|
|
$
|
281,257
|
|
In millions of dollars at December 31, 2019
|
Level 1
|
Level 2
|
Level 3
|
Gross
inventory |
Netting(1)
|
Net
balance |
||||||||||||
Loans
|
$
|
—
|
|
$
|
3,683
|
|
$
|
402
|
|
$
|
4,085
|
|
$
|
—
|
|
$
|
4,085
|
|
Mortgage servicing rights
|
—
|
|
—
|
|
495
|
|
495
|
|
—
|
|
495
|
|
||||||
Non-trading derivatives and other financial assets measured on a recurring basis
|
$
|
5,628
|
|
$
|
7,201
|
|
$
|
1
|
|
$
|
12,830
|
|
$
|
—
|
|
$
|
12,830
|
|
Total assets
|
$
|
307,192
|
|
$
|
815,535
|
|
$
|
8,033
|
|
$
|
1,148,686
|
|
$
|
(420,686
|
)
|
$
|
728,000
|
|
Total as a percentage of gross assets(5)
|
27.2
|
%
|
72.1
|
%
|
0.7
|
%
|
|
|
|
|
|
|
||||||
Liabilities
|
|
|
|
|
|
|
||||||||||||
Interest-bearing deposits
|
$
|
—
|
|
$
|
2,104
|
|
$
|
215
|
|
$
|
2,319
|
|
$
|
—
|
|
$
|
2,319
|
|
Securities loaned and sold under agreements to repurchase
|
—
|
|
111,567
|
|
757
|
|
112,324
|
|
(71,673
|
)
|
40,651
|
|
||||||
Trading account liabilities
|
|
|
|
|
|
|
||||||||||||
Securities sold, not yet purchased
|
60,429
|
|
11,965
|
|
48
|
|
72,442
|
|
—
|
|
72,442
|
|
||||||
Other trading liabilities
|
—
|
|
24
|
|
—
|
|
24
|
|
—
|
|
24
|
|
||||||
Total trading liabilities
|
$
|
60,429
|
|
$
|
11,989
|
|
$
|
48
|
|
$
|
72,466
|
|
$
|
—
|
|
$
|
72,466
|
|
Trading derivatives
|
|
|
|
|
|
|
||||||||||||
Interest rate contracts
|
$
|
8
|
|
$
|
176,480
|
|
$
|
1,167
|
|
$
|
177,655
|
|
|
|
||||
Foreign exchange contracts
|
—
|
|
110,180
|
|
552
|
|
110,732
|
|
|
|
||||||||
Equity contracts
|
144
|
|
28,506
|
|
1,836
|
|
30,486
|
|
|
|
||||||||
Commodity contracts
|
—
|
|
16,542
|
|
773
|
|
17,315
|
|
|
|
||||||||
Credit derivatives
|
—
|
|
10,233
|
|
505
|
|
10,738
|
|
|
|
||||||||
Total trading derivatives
|
$
|
152
|
|
$
|
341,941
|
|
$
|
4,833
|
|
$
|
346,926
|
|
|
|
||||
Cash collateral received(6)
|
|
|
|
$
|
14,391
|
|
|
|
||||||||||
Netting agreements
|
|
|
|
|
$
|
(274,970
|
)
|
|
||||||||||
Netting of cash collateral paid
|
|
|
|
|
(38,919
|
)
|
|
|||||||||||
Total trading derivatives
|
$
|
152
|
|
$
|
341,941
|
|
$
|
4,833
|
|
$
|
361,317
|
|
$
|
(313,889
|
)
|
$
|
47,428
|
|
Short-term borrowings
|
$
|
—
|
|
$
|
4,933
|
|
$
|
13
|
|
$
|
4,946
|
|
$
|
—
|
|
$
|
4,946
|
|
Long-term debt
|
—
|
|
38,614
|
|
17,169
|
|
55,783
|
|
—
|
|
55,783
|
|
||||||
Total non-trading derivatives and other financial liabilities measured on a recurring basis
|
$
|
6,280
|
|
$
|
63
|
|
$
|
—
|
|
$
|
6,343
|
|
$
|
—
|
|
$
|
6,343
|
|
Total liabilities
|
$
|
66,861
|
|
$
|
511,211
|
|
$
|
23,035
|
|
$
|
615,498
|
|
$
|
(385,562
|
)
|
$
|
229,936
|
|
Total as a percentage of gross liabilities(5)
|
11.1
|
%
|
85.0
|
%
|
3.8
|
%
|
|
|
|
(1)
|
Represents netting of (i) the amounts due under securities purchased under agreements to resell and the amounts owed under securities sold under agreements to repurchase and (ii) derivative exposures covered by a qualifying master netting agreement and cash collateral offsetting.
|
(2)
|
Includes positions related to investments in unallocated precious metals, as discussed in Note 25 to the Consolidated Financial Statements. Also includes physical commodities accounted for at the lower of cost or fair value and unfunded credit products.
|
(3)
|
Reflects the net amount of $56,845 million of gross cash collateral paid, of which $38,919 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 No. 2015-07, Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent).
|
(5)
|
Because the amount of the cash collateral paid/received has not been allocated to the Level 1, 2 and 3 subtotals, these percentages are calculated based on total assets and liabilities measured at fair value on a recurring basis, excluding the cash collateral paid/received on derivatives.
|
(6)
|
Reflects the net amount of $58,744 million of gross cash collateral received, of which $44,353 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(1)
|
Net
balance |
||||||||||||
Loans
|
$
|
—
|
|
$
|
2,946
|
|
$
|
277
|
|
$
|
3,223
|
|
$
|
—
|
|
$
|
3,223
|
|
Mortgage servicing rights
|
—
|
|
—
|
|
584
|
|
584
|
|
—
|
|
584
|
|
||||||
Non-trading derivatives and other financial assets measured on a recurring basis
|
$
|
15,839
|
|
$
|
4,949
|
|
$
|
—
|
|
$
|
20,788
|
|
$
|
—
|
|
$
|
20,788
|
|
Total assets
|
$
|
294,151
|
|
$
|
818,051
|
|
$
|
10,314
|
|
$
|
1,134,034
|
|
$
|
(416,681
|
)
|
$
|
717,353
|
|
Total as a percentage of gross assets(5)
|
26.2
|
%
|
72.9
|
%
|
0.9
|
%
|
|
|
|
|||||||||
Liabilities
|
|
|
|
|
|
|
||||||||||||
Interest-bearing deposits
|
$
|
—
|
|
$
|
980
|
|
$
|
495
|
|
$
|
1,475
|
|
$
|
—
|
|
$
|
1,475
|
|
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 25 to the Consolidated Financial Statements. Also includes physical commodities accounted for at the lower of cost or fair value and unfunded credit products.
|
(3)
|
Reflects the net amount of $41,429 million of gross cash collateral paid, of which $29,911 million was used to offset trading derivative liabilities.
|
(4)
|
Amounts exclude $0.2 billion of investments measured at 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 included 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
|
Dec. 31, 2019
|
|||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Securities borrowed and purchased under agreements to resell
|
$
|
115
|
|
$
|
(5
|
)
|
$
|
—
|
|
$
|
191
|
|
$
|
(4
|
)
|
$
|
195
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(189
|
)
|
$
|
303
|
|
$
|
3
|
|
Trading non-derivative assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Trading mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. government-sponsored agency guaranteed
|
156
|
|
—
|
|
—
|
|
54
|
|
(72
|
)
|
160
|
|
(1
|
)
|
(287
|
)
|
—
|
|
10
|
|
1
|
|
|||||||||||
Residential
|
268
|
|
15
|
|
—
|
|
86
|
|
(80
|
)
|
227
|
|
—
|
|
(393
|
)
|
—
|
|
123
|
|
10
|
|
|||||||||||
Commercial
|
77
|
|
14
|
|
—
|
|
150
|
|
(105
|
)
|
136
|
|
—
|
|
(211
|
)
|
—
|
|
61
|
|
(4
|
)
|
|||||||||||
Total trading mortgage-backed securities
|
$
|
501
|
|
$
|
29
|
|
$
|
—
|
|
$
|
290
|
|
$
|
(257
|
)
|
$
|
523
|
|
$
|
(1
|
)
|
$
|
(891
|
)
|
$
|
—
|
|
$
|
194
|
|
$
|
7
|
|
U.S. Treasury and federal agency securities
|
$
|
1
|
|
$
|
(9
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
20
|
|
$
|
—
|
|
$
|
(11
|
)
|
$
|
(1
|
)
|
$
|
—
|
|
$
|
—
|
|
State and municipal
|
200
|
|
(2
|
)
|
—
|
|
1
|
|
(19
|
)
|
2
|
|
—
|
|
(118
|
)
|
—
|
|
64
|
|
(2
|
)
|
|||||||||||
Foreign government
|
31
|
|
28
|
|
—
|
|
12
|
|
(7
|
)
|
88
|
|
—
|
|
(100
|
)
|
—
|
|
52
|
|
1
|
|
|||||||||||
Corporate
|
360
|
|
284
|
|
—
|
|
213
|
|
(86
|
)
|
323
|
|
(29
|
)
|
(742
|
)
|
(10
|
)
|
313
|
|
(11
|
)
|
|||||||||||
Marketable equity securities
|
153
|
|
(21
|
)
|
—
|
|
13
|
|
(19
|
)
|
117
|
|
—
|
|
(143
|
)
|
—
|
|
100
|
|
(51
|
)
|
|||||||||||
Asset-backed securities
|
1,484
|
|
(65
|
)
|
—
|
|
51
|
|
(127
|
)
|
738
|
|
—
|
|
(904
|
)
|
—
|
|
1,177
|
|
29
|
|
|||||||||||
Other trading assets
|
818
|
|
(52
|
)
|
—
|
|
97
|
|
(283
|
)
|
598
|
|
36
|
|
(630
|
)
|
(29
|
)
|
555
|
|
(257
|
)
|
|||||||||||
Total trading non-derivative assets
|
$
|
3,548
|
|
$
|
192
|
|
$
|
—
|
|
$
|
677
|
|
$
|
(798
|
)
|
$
|
2,409
|
|
$
|
6
|
|
$
|
(3,539
|
)
|
$
|
(40
|
)
|
$
|
2,455
|
|
$
|
(284
|
)
|
Trading derivatives, net(4)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest rate contracts
|
$
|
(154
|
)
|
$
|
116
|
|
$
|
—
|
|
$
|
(129
|
)
|
$
|
172
|
|
$
|
154
|
|
$
|
45
|
|
$
|
(1
|
)
|
$
|
(202
|
)
|
$
|
1
|
|
$
|
2,194
|
|
Foreign exchange contracts
|
(6
|
)
|
(73
|
)
|
—
|
|
152
|
|
(97
|
)
|
113
|
|
—
|
|
(114
|
)
|
20
|
|
(5
|
)
|
(134
|
)
|
|||||||||||
Equity contracts
|
(784
|
)
|
(425
|
)
|
—
|
|
(213
|
)
|
274
|
|
(111
|
)
|
(147
|
)
|
(8
|
)
|
(182
|
)
|
(1,596
|
)
|
(422
|
)
|
|||||||||||
Commodity contracts
|
(18
|
)
|
(121
|
)
|
—
|
|
(15
|
)
|
(15
|
)
|
252
|
|
—
|
|
(133
|
)
|
(9
|
)
|
(59
|
)
|
(33
|
)
|
|||||||||||
Credit derivatives
|
61
|
|
(412
|
)
|
—
|
|
(114
|
)
|
204
|
|
—
|
|
—
|
|
14
|
|
191
|
|
(56
|
)
|
(289
|
)
|
|||||||||||
Total trading derivatives, net(4)
|
$
|
(901
|
)
|
$
|
(915
|
)
|
$
|
—
|
|
$
|
(319
|
)
|
$
|
538
|
|
$
|
408
|
|
$
|
(102
|
)
|
$
|
(242
|
)
|
$
|
(182
|
)
|
$
|
(1,715
|
)
|
$
|
1,316
|
|
|
|
Net realized/unrealized
gains/losses included 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
|
Dec. 31, 2019
|
|||||||||||||||||||||||
Investments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. government-sponsored agency guaranteed
|
$
|
32
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
32
|
|
$
|
(1
|
)
|
Residential
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Commercial
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Total investment mortgage-backed securities
|
$
|
32
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
32
|
|
$
|
(1
|
)
|
U.S. Treasury and federal agency securities
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
State and municipal
|
708
|
|
—
|
|
86
|
|
14
|
|
(318
|
)
|
430
|
|
—
|
|
(297
|
)
|
—
|
|
623
|
|
82
|
|
|||||||||||
Foreign government
|
68
|
|
—
|
|
2
|
|
—
|
|
—
|
|
145
|
|
—
|
|
(119
|
)
|
—
|
|
96
|
|
2
|
|
|||||||||||
Corporate
|
156
|
|
—
|
|
(14
|
)
|
3
|
|
(94
|
)
|
—
|
|
—
|
|
(6
|
)
|
—
|
|
45
|
|
—
|
|
|||||||||||
Marketable equity securities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Asset-backed securities
|
187
|
|
—
|
|
(11
|
)
|
122
|
|
(612
|
)
|
550
|
|
—
|
|
(214
|
)
|
—
|
|
22
|
|
13
|
|
|||||||||||
Other debt securities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Non-marketable equity securities
|
586
|
|
—
|
|
(11
|
)
|
39
|
|
(1
|
)
|
11
|
|
—
|
|
(151
|
)
|
(32
|
)
|
441
|
|
16
|
|
|||||||||||
Total investments
|
$
|
1,737
|
|
$
|
—
|
|
$
|
52
|
|
$
|
178
|
|
$
|
(1,025
|
)
|
$
|
1,136
|
|
$
|
—
|
|
$
|
(787
|
)
|
$
|
(32
|
)
|
$
|
1,259
|
|
$
|
112
|
|
Loans
|
$
|
277
|
|
$
|
—
|
|
$
|
192
|
|
$
|
148
|
|
$
|
(189
|
)
|
$
|
16
|
|
$
|
—
|
|
$
|
(40
|
)
|
$
|
(2
|
)
|
$
|
402
|
|
$
|
186
|
|
Mortgage servicing rights
|
584
|
|
—
|
|
(84
|
)
|
—
|
|
—
|
|
—
|
|
70
|
|
—
|
|
(75
|
)
|
495
|
|
(68
|
)
|
|||||||||||
Other financial assets measured on a recurring basis
|
—
|
|
—
|
|
96
|
|
6
|
|
(2
|
)
|
2
|
|
32
|
|
(21
|
)
|
(112
|
)
|
1
|
|
18
|
|
|||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest-bearing deposits
|
$
|
495
|
|
$
|
—
|
|
$
|
(16
|
)
|
$
|
10
|
|
$
|
(783
|
)
|
$
|
—
|
|
$
|
843
|
|
$
|
—
|
|
$
|
(366
|
)
|
$
|
215
|
|
$
|
(25
|
)
|
Securities loaned and sold under agreements to repurchase
|
983
|
|
121
|
|
—
|
|
1
|
|
4
|
|
—
|
|
—
|
|
(168
|
)
|
58
|
|
757
|
|
(26
|
)
|
|||||||||||
Trading account liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Securities sold, not yet purchased
|
586
|
|
122
|
|
—
|
|
68
|
|
(443
|
)
|
19
|
|
—
|
|
(12
|
)
|
(48
|
)
|
48
|
|
3
|
|
|||||||||||
Other trading liabilities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Short-term borrowings
|
37
|
|
32
|
|
—
|
|
13
|
|
(42
|
)
|
—
|
|
168
|
|
—
|
|
(131
|
)
|
13
|
|
(1
|
)
|
|||||||||||
Long-term debt
|
12,570
|
|
(2,140
|
)
|
—
|
|
3,892
|
|
(5,188
|
)
|
23
|
|
8,262
|
|
(5
|
)
|
(4,525
|
)
|
17,169
|
|
(3,300
|
)
|
|||||||||||
Other financial liabilities measured on a recurring basis
|
—
|
|
—
|
|
4
|
|
5
|
|
—
|
|
—
|
|
4
|
|
—
|
|
(5
|
)
|
—
|
|
—
|
|
(1)
|
Changes in fair value of available-for-sale investments are recorded in AOCI, unless related to other-than-temporary impairment, while gains and losses from sales are recorded in Realized gains (losses) from sales of investments in the Consolidated Statement of Income.
|
(2)
|
Unrealized gains (losses) on MSRs are recorded in Other revenue in the Consolidated Statement of Income.
|
(3)
|
Represents the amount of total gains or losses for the period, included in earnings (and AOCI for changes in fair value of available-for-sale investments), attributable to the change in fair value relating to assets and liabilities classified as Level 3 that are still held at December 31, 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) included in |
Transfers
|
|
|
|
|
|
Unrealized
gains (losses) still held(3) |
||||||||||||||||||||||||
In millions of dollars
|
Dec. 31, 2017
|
Principal
transactions |
Other(1)(2)
|
into
Level 3 |
out of
Level 3 |
Purchases
|
Issuances
|
Sales
|
Settlements
|
Dec. 31, 2018
|
|||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Securities borrowed and purchased under agreements to resell
|
$
|
16
|
|
$
|
17
|
|
$
|
—
|
|
$
|
50
|
|
$
|
—
|
|
$
|
95
|
|
$
|
—
|
|
$
|
16
|
|
$
|
(79
|
)
|
$
|
115
|
|
$
|
9
|
|
Trading non-derivative assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Trading mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. government-sponsored agency guaranteed
|
163
|
|
5
|
|
—
|
|
92
|
|
(107
|
)
|
281
|
|
—
|
|
(278
|
)
|
—
|
|
156
|
|
186
|
|
|||||||||||
Residential
|
164
|
|
112
|
|
—
|
|
124
|
|
(133
|
)
|
154
|
|
—
|
|
(153
|
)
|
—
|
|
268
|
|
4
|
|
|||||||||||
Commercial
|
57
|
|
(7
|
)
|
—
|
|
24
|
|
(49
|
)
|
110
|
|
—
|
|
(58
|
)
|
—
|
|
77
|
|
—
|
|
|||||||||||
Total trading mortgage-backed securities
|
$
|
384
|
|
$
|
110
|
|
$
|
—
|
|
$
|
240
|
|
$
|
(289
|
)
|
$
|
545
|
|
$
|
—
|
|
$
|
(489
|
)
|
$
|
—
|
|
$
|
501
|
|
$
|
190
|
|
U.S. Treasury and federal agency securities
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
6
|
|
$
|
(4
|
)
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(2
|
)
|
$
|
1
|
|
$
|
—
|
|
State and municipal
|
274
|
|
22
|
|
—
|
|
—
|
|
(96
|
)
|
45
|
|
—
|
|
(45
|
)
|
—
|
|
200
|
|
9
|
|
|||||||||||
Foreign government
|
16
|
|
(2
|
)
|
—
|
|
5
|
|
(13
|
)
|
75
|
|
—
|
|
(50
|
)
|
—
|
|
31
|
|
(28
|
)
|
|||||||||||
Corporate
|
275
|
|
(72
|
)
|
—
|
|
138
|
|
(122
|
)
|
596
|
|
(40
|
)
|
(415
|
)
|
—
|
|
360
|
|
(32
|
)
|
|||||||||||
Marketable equity securities
|
120
|
|
2
|
|
—
|
|
25
|
|
(62
|
)
|
290
|
|
—
|
|
(222
|
)
|
—
|
|
153
|
|
(56
|
)
|
|||||||||||
Asset-backed securities
|
1,590
|
|
28
|
|
—
|
|
77
|
|
(90
|
)
|
1,238
|
|
—
|
|
(1,359
|
)
|
—
|
|
1,484
|
|
(21
|
)
|
|||||||||||
Other trading assets
|
615
|
|
276
|
|
—
|
|
197
|
|
(82
|
)
|
598
|
|
8
|
|
(777
|
)
|
(17
|
)
|
818
|
|
91
|
|
|||||||||||
Total trading non-derivative assets
|
$
|
3,274
|
|
$
|
364
|
|
$
|
—
|
|
$
|
688
|
|
$
|
(758
|
)
|
$
|
3,388
|
|
$
|
(32
|
)
|
$
|
(3,357
|
)
|
$
|
(19
|
)
|
$
|
3,548
|
|
$
|
153
|
|
Trading derivatives, net(4)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest rate contracts
|
$
|
(422
|
)
|
$
|
414
|
|
$
|
—
|
|
$
|
(6
|
)
|
$
|
(193
|
)
|
$
|
8
|
|
$
|
17
|
|
$
|
(32
|
)
|
$
|
60
|
|
$
|
(154
|
)
|
$
|
336
|
|
Foreign exchange contracts
|
130
|
|
(99
|
)
|
—
|
|
(29
|
)
|
77
|
|
11
|
|
—
|
|
(89
|
)
|
(7
|
)
|
(6
|
)
|
(72
|
)
|
|||||||||||
Equity contracts
|
(2,027
|
)
|
479
|
|
—
|
|
(131
|
)
|
1,114
|
|
25
|
|
(44
|
)
|
(17
|
)
|
(183
|
)
|
(784
|
)
|
52
|
|
|||||||||||
Commodity contracts
|
(1,861
|
)
|
(505
|
)
|
—
|
|
(32
|
)
|
2,180
|
|
62
|
|
—
|
|
(19
|
)
|
157
|
|
(18
|
)
|
(171
|
)
|
|||||||||||
Credit derivatives
|
(799
|
)
|
261
|
|
—
|
|
(7
|
)
|
391
|
|
2
|
|
—
|
|
1
|
|
212
|
|
61
|
|
87
|
|
|||||||||||
Total trading derivatives, net(4)
|
$
|
(4,979
|
)
|
$
|
550
|
|
$
|
—
|
|
$
|
(205
|
)
|
$
|
3,569
|
|
$
|
108
|
|
$
|
(27
|
)
|
$
|
(156
|
)
|
$
|
239
|
|
$
|
(901
|
)
|
$
|
232
|
|
Investments
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Mortgage-backed securities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
U.S. government-sponsored agency guaranteed
|
$
|
24
|
|
$
|
—
|
|
$
|
10
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(2
|
)
|
$
|
—
|
|
$
|
32
|
|
$
|
14
|
|
Residential
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Commercial
|
3
|
|
—
|
|
2
|
|
1
|
|
(1
|
)
|
—
|
|
—
|
|
(5
|
)
|
—
|
|
—
|
|
—
|
|
|||||||||||
Total investment mortgage-backed securities
|
$
|
27
|
|
$
|
—
|
|
$
|
12
|
|
$
|
1
|
|
$
|
(1
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
(7
|
)
|
$
|
—
|
|
$
|
32
|
|
$
|
14
|
|
U.S. Treasury and federal agency securities
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
State and municipal
|
737
|
|
—
|
|
(20
|
)
|
—
|
|
(18
|
)
|
211
|
|
—
|
|
(202
|
)
|
—
|
|
708
|
|
(29
|
)
|
|||||||||||
Foreign government
|
92
|
|
—
|
|
(3
|
)
|
3
|
|
(4
|
)
|
141
|
|
—
|
|
(161
|
)
|
—
|
|
68
|
|
4
|
|
|||||||||||
Corporate
|
71
|
|
—
|
|
(1
|
)
|
61
|
|
(66
|
)
|
101
|
|
—
|
|
(10
|
)
|
—
|
|
156
|
|
—
|
|
|||||||||||
Marketable equity securities
|
2
|
|
—
|
|
1
|
|
—
|
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
(1
|
)
|
—
|
|
—
|
|
|||||||||||
Asset-backed securities
|
827
|
|
—
|
|
(21
|
)
|
10
|
|
(524
|
)
|
63
|
|
—
|
|
(168
|
)
|
—
|
|
187
|
|
—
|
|
|||||||||||
Other debt securities
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Non-marketable equity securities
|
681
|
|
—
|
|
(95
|
)
|
193
|
|
—
|
|
91
|
|
—
|
|
(234
|
)
|
(50
|
)
|
586
|
|
55
|
|
|||||||||||
Total investments
|
$
|
2,437
|
|
$
|
—
|
|
$
|
(127
|
)
|
$
|
268
|
|
$
|
(613
|
)
|
$
|
607
|
|
$
|
—
|
|
$
|
(784
|
)
|
$
|
(51
|
)
|
$
|
1,737
|
|
$
|
44
|
|
|
|
Net realized/unrealized
gains (losses) included in |
Transfers
|
|
|
|
|
|
Unrealized
gains (losses) still held(3) |
||||||||||||||||||||||||
In millions of dollars
|
Dec. 31, 2017
|
Principal
transactions |
Other(1)(2)
|
into
Level 3 |
out of
Level 3 |
Purchases
|
Issuances
|
Sales
|
Settlements
|
Dec. 31, 2018
|
|||||||||||||||||||||||
Loans
|
$
|
550
|
|
$
|
—
|
|
$
|
(319
|
)
|
$
|
—
|
|
$
|
13
|
|
$
|
140
|
|
$
|
—
|
|
$
|
(103
|
)
|
$
|
(4
|
)
|
$
|
277
|
|
$
|
236
|
|
Mortgage servicing rights
|
558
|
|
—
|
|
54
|
|
—
|
|
—
|
|
—
|
|
58
|
|
(18
|
)
|
(68
|
)
|
584
|
|
59
|
|
|||||||||||
Other financial assets measured on a recurring basis
|
16
|
|
—
|
|
51
|
|
—
|
|
(11
|
)
|
4
|
|
12
|
|
(12
|
)
|
(60
|
)
|
—
|
|
63
|
|
|||||||||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Interest-bearing deposits
|
$
|
286
|
|
$
|
—
|
|
$
|
14
|
|
$
|
13
|
|
$
|
(1
|
)
|
$
|
—
|
|
$
|
215
|
|
$
|
—
|
|
$
|
(4
|
)
|
$
|
495
|
|
$
|
(355
|
)
|
Securities loaned and sold under agreements to repurchase
|
726
|
|
(8
|
)
|
—
|
|
1
|
|
—
|
|
—
|
|
243
|
|
(31
|
)
|
36
|
|
983
|
|
24
|
|
|||||||||||
Trading account liabilities
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Securities sold, not yet purchased
|
22
|
|
(454
|
)
|
—
|
|
187
|
|
(172
|
)
|
7
|
|
226
|
|
(39
|
)
|
(99
|
)
|
586
|
|
(238
|
)
|
|||||||||||
Other trading liabilities
|
5
|
|
5
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||||||||
Short-term borrowings
|
18
|
|
53
|
|
—
|
|
72
|
|
(46
|
)
|
—
|
|
86
|
|
—
|
|
(40
|
)
|
37
|
|
25
|
|
|||||||||||
Long-term debt
|
13,082
|
|
(182
|
)
|
—
|
|
2,850
|
|
(3,514
|
)
|
36
|
|
(18
|
)
|
(45
|
)
|
(3
|
)
|
12,570
|
|
(2,871
|
)
|
|||||||||||
Other financial liabilities measured on a recurring basis
|
8
|
|
—
|
|
(2
|
)
|
1
|
|
(10
|
)
|
—
|
|
2
|
|
—
|
|
(3
|
)
|
—
|
|
(8
|
)
|
(1)
|
Changes in fair value of available-for-sale debt securities are recorded in AOCI, unless related to other-than-temporary impairment, while gains and losses from sales are recorded in Realized gains (losses) from sales of investments in the Consolidated Statement of Income.
|
(2)
|
Unrealized gains (losses) on MSRs are recorded in Other revenue in the Consolidated Statement of Income.
|
(3)
|
Represents the amount of total gains or losses for the period, included in earnings (and AOCI for changes in fair value of available-for-sale debt securities), attributable to the change in fair value relating to assets and liabilities classified as Level 3 that are still held at December 31, 2018.
|
(4)
|
Total Level 3 derivative assets and liabilities have been netted in these tables for presentation purposes only.
|
•
|
Transfers of Long-Term Debt of $3.9 billion from Level 2 to Level 3, and of $5.2 billion from Level 3 to Level 2, mainly related to structured debt, reflecting changes in the significance of unobservable inputs as well as certain underlying market inputs becoming less or more observable.
|
•
|
Transfers of Equity Contract Derivatives of $1.1 billion from Level 3 to Level 2, related to equity derivatives where the unobservable components were deemed insignificant.
|
•
|
Transfers of Commodity Contract Derivatives of $2.2 billion from Level 3 to Level 2, related to commodity derivatives where the unobservable component of the derivatives were deemed insignificant.
|
•
|
Transfers of Long-term debt of $2.9 billion from Level 2 to Level 3, and of $3.5 billion from Level 3 to Level 2, mainly related to structured debt, reflecting changes in the significance of unobservable inputs as well as certain underlying market inputs becoming less or more observable.
|
As of December 31, 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
|
$
|
303
|
|
Model-based
|
Credit spread
|
15 bps
|
|
15 bps
|
|
15 bps
|
|
|||
|
|
|
Interest rate
|
1.59
|
%
|
3.67
|
%
|
2.72
|
%
|
|||||
Mortgage-backed securities
|
$
|
196
|
|
Price-based
|
Price
|
$
|
36
|
|
$
|
505
|
|
$
|
97
|
|
|
22
|
|
Model-based
|
|
|
|
|
|
|
|
||||
State and municipal, foreign government, corporate and other debt securities
|
$
|
880
|
|
Model-based
|
Price
|
$
|
—
|
|
$
|
1,238
|
|
$
|
90
|
|
|
677
|
|
Price-based
|
Credit spread
|
35 bps
|
|
295 bps
|
|
209 bps
|
|
||||
Marketable equity securities(5)
|
$
|
70
|
|
Price-based
|
Price
|
$
|
—
|
|
$
|
38,500
|
|
$
|
2,979
|
|
|
30
|
|
Model-based
|
WAL
|
1.48 years
|
|
1.48 years
|
|
1.48 years
|
|
||||
|
|
|
Recovery
(in millions)
|
$
|
5,450
|
|
$
|
5,450
|
|
$
|
5,450
|
|
||
Asset-backed securities
|
$
|
812
|
|
Price-based
|
Price
|
$
|
4
|
|
$
|
103
|
|
$
|
60
|
|
|
$
|
368
|
|
Yield analysis
|
Yield
|
0.61
|
%
|
23.38
|
%
|
8.88
|
%
|
|||
Non-marketable equities
|
$
|
316
|
|
Comparables analysis
|
EBITDA multiples
|
7.00x
|
|
17.95x
|
|
10.34x
|
|
|||
\
|
97
|
|
Price-based
|
Appraised value
(in thousands)
|
$
|
397
|
|
$
|
33,246
|
|
$
|
8,446
|
|
|
|
|
|
Price
|
$
|
3
|
|
$
|
2,019
|
|
$
|
1,020
|
|
||
|
|
|
PE ratio
|
14.70x
|
|
28.70x
|
|
20.54x
|
|
|||||
|
|
|
Price to book ratio
|
1.50x
|
|
3.00x
|
|
1.88x
|
|
|||||
|
|
|
Discount to price
|
—
|
%
|
10.00
|
%
|
2.32
|
%
|
|||||
Derivatives—gross(6)
|
|
|
|
|
|
|
||||||||
Interest rate contracts (gross)
|
$
|
2,196
|
|
Model-based
|
Inflation volatility
|
0.21
|
%
|
2.74
|
%
|
0.79
|
%
|
|||
|
|
|
Mean reversion
|
1.00
|
%
|
20.00
|
%
|
10.50
|
%
|
|||||
|
|
|
IR normal volatility
|
0.09
|
%
|
0.66
|
%
|
0.53
|
%
|
|||||
Foreign exchange contracts (gross)
|
$
|
1,099
|
|
Model-based
|
FX volatility
|
1.27
|
%
|
12.16
|
%
|
9.17
|
%
|
|||
|
|
|
|
IR normal volatility
|
0.27
|
%
|
0.66
|
%
|
0.58
|
%
|
||||
|
|
|
FX rate
|
37.39
|
%
|
586.84
|
%
|
80.64
|
%
|
|||||
|
|
|
Interest rate
|
2.72
|
%
|
56.14
|
%
|
13.11
|
%
|
|||||
|
|
|
IR-IR correlation
|
(51.00
|
)%
|
40.00
|
%
|
32.00
|
%
|
|||||
|
|
|
IR-FX correlation
|
40.00
|
%
|
60.00
|
%
|
50.00
|
%
|
|||||
Equity contracts (gross)(7)
|
$
|
2,076
|
|
Model-based
|
Equity volatility
|
3.16
|
%
|
52.80
|
%
|
28.43
|
%
|
|||
|
|
|
Forward price
|
62.60
|
%
|
112.69
|
%
|
98.46
|
%
|
|||||
|
|
|
WAL
|
1.48 years
|
|
1.48 years
|
|
1.48 years
|
|
|||||
|
|
|
Recovery
(in millions) |
$
|
5,450
|
|
$
|
5,450
|
|
$
|
5,450
|
|
As of December 31, 2019
|
Fair value(1)
(in millions)
|
Methodology
|
Input
|
Low(2)(3)
|
High(2)(3)
|
Weighted
average(4)
|
||||||||
Commodity and other contracts (gross)
|
$
|
1,487
|
|
Model-based
|
Forward price
|
37.62
|
%
|
362.57
|
%
|
119.32
|
%
|
|||
|
|
|
Commodity
volatility
|
5.25
|
%
|
93.63
|
%
|
23.55
|
%
|
|||||
|
|
|
Commodity
correlation
|
(39.65
|
)%
|
87.81
|
%
|
41.80
|
%
|
|||||
Credit derivatives (gross)
|
$
|
613
|
|
Model-based
|
Credit spread
|
8 bps
|
|
283 bps
|
|
80 bps
|
|
|||
|
341
|
|
Price-based
|
Upfront points
|
2.59
|
%
|
99.94
|
%
|
59.41
|
%
|
||||
|
|
|
Price
|
$
|
12
|
|
$
|
100
|
|
$
|
87
|
|
||
|
|
|
Credit
correlation |
25.00
|
%
|
87.00
|
%
|
48.57
|
%
|
|||||
|
|
|
Recovery rate
|
20.00
|
%
|
65.00
|
%
|
48.00
|
%
|
|||||
Loans and leases
|
$
|
378
|
|
Model-based
|
Credit spread
|
9 bps
|
|
52 bps
|
|
48 bps
|
|
|||
|
|
|
Equity volatility
|
32.00
|
%
|
32.00
|
%
|
32.00
|
%
|
|||||
Mortgage servicing rights
|
$
|
418
|
|
Cash flow
|
Yield
|
1.78
|
%
|
12.00
|
%
|
9.49
|
%
|
|||
|
77
|
|
Model-based
|
WAL
|
4.07 years
|
|
8.13 years
|
|
6.61 years
|
|
||||
Liabilities
|
|
|
|
|
|
|
||||||||
Interest-bearing deposits
|
$
|
215
|
|
Model-based
|
Mean reversion
|
1.00
|
%
|
20.00
|
%
|
10.50
|
%
|
|||
|
|
|
Forward price
|
97.59
|
%
|
111.06
|
%
|
102.96
|
%
|
|||||
Securities loaned and sold under agreements to repurchase
|
$
|
757
|
|
Model-based
|
Interest rate
|
1.59
|
%
|
2.38
|
%
|
1.95
|
%
|
|||
Trading account liabilities
|
|
|
|
|
|
|
||||||||
Securities sold, not yet purchased
|
$
|
46
|
|
Price-based
|
Price
|
$
|
—
|
|
$
|
866
|
|
$
|
96
|
|
Short-term borrowings and long-term debt
|
$
|
17,182
|
|
Model-based
|
Mean reversion
|
1.00
|
%
|
20.00
|
%
|
10.50
|
%
|
|||
|
|
|
IR normal volatility
|
0.09
|
%
|
0.66
|
%
|
0.46
|
%
|
|||||
|
|
|
Forward price
|
37.62
|
%
|
362.57
|
%
|
97.52
|
%
|
|||||
|
|
|
Equity-IR
Correlation
|
15.00
|
%
|
44.00
|
%
|
32.66
|
%
|
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
|
|
$
|
110
|
|
$
|
90
|
|
|
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
|
$
|
—
|
|
$
|
104
|
|
$
|
91
|
|
|
938
|
|
Model-based
|
Credit spread
|
35 bps
|
|
446 bps
|
|
238 bps
|
|
||||
Marketable equity securities(5)
|
$
|
108
|
|
Price-based
|
Price
|
$
|
—
|
|
$
|
20,255
|
|
$
|
1,248
|
|
|
45
|
|
Model-based
|
WAL
|
1.47 years
|
|
1.47 years
|
|
1.47 years
|
|
||||
Asset-backed securities
|
$
|
1,608
|
|
Price-based
|
Price
|
$
|
3
|
|
$
|
101
|
|
$
|
66
|
|
Non-marketable equities
|
$
|
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
|
|
$
|
1,074
|
|
$
|
420
|
|
||
|
|
|
Revenue multiple
|
2.25x
|
|
16.50x
|
|
7.06x
|
|
|||||
Derivatives—gross(6)
|
|
|
|
|
|
|
As of December 31, 2018
|
Fair value(1)
(in millions)
|
Methodology
|
Input
|
Low(2)(3)
|
High(2)(3)
|
Weighted
average(4)
|
||||||||
Interest rate contracts (gross)
|
$
|
3,467
|
|
Model-based
|
Mean reversion
|
1.00
|
%
|
20.00
|
%
|
10.50
|
%
|
|||
|
|
|
Inflation volatility
|
0.22
|
%
|
2.65
|
%
|
0.77
|
%
|
|||||
|
|
|
IR normal volatility
|
0.16
|
%
|
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
|
%
|
|||
|
|
|
|
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 and other 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
|
$
|
17
|
|
$
|
98
|
|
$
|
81
|
|
||
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
|
$
|
56
|
|
$
|
110
|
|
$
|
92
|
|
||
Mortgage servicing rights
|
$
|
501
|
|
Cash flow
|
Yield
|
4.60
|
%
|
12.00
|
%
|
7.79
|
%
|
|||
|
84
|
|
Model-based
|
WAL
|
3.55 years
|
|
7.45 years
|
|
6.39 years
|
|
||||
Liabilities
|
|
|
|
|
|
|
|
|
|
|||||
Interest-bearing deposits
|
$
|
495
|
|
Model-based
|
Mean reversion
|
1.00
|
%
|
20.00
|
%
|
10.50
|
%
|
|||
|
|
|
|
Forward price
|
64.66
|
%
|
144.45
|
%
|
98.55
|
%
|
||||
|
|
|
|
Equity volatility
|
3.00
|
%
|
78.39
|
%
|
43.49
|
%
|
||||
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
|
||||||
December 31, 2019
|
|
|
|
||||||
Loans HFS(1)
|
$
|
4,579
|
|
$
|
3,249
|
|
$
|
1,330
|
|
Other real estate owned
|
20
|
|
6
|
|
14
|
|
|||
Loans(2)
|
344
|
|
93
|
|
251
|
|
|||
Non-marketable equity securities measured using the measurement alternative
|
249
|
|
249
|
|
—
|
|
|||
Total assets at fair value on a nonrecurring basis
|
$
|
5,192
|
|
$
|
3,597
|
|
$
|
1,595
|
|
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 December 31, 2019
|
Fair value(1)
(in millions)
|
Methodology
|
Input
|
Low(2)
|
High
|
Weighted
average(3)
|
||||||||
Loans HFS
|
$
|
1,320
|
|
Price-based
|
Price
|
$
|
86
|
|
$
|
100
|
|
$
|
99
|
|
Other real estate owned
|
$
|
11
|
|
Price-based
|
Appraised value(4)
|
$
|
2,297,358
|
|
$
|
8,394,102
|
|
$
|
5,615,884
|
|
|
$
|
5
|
|
Recovery analysis
|
|
|
|
|
||||||
Loans(6)
|
$
|
100
|
|
Recovery analysis
|
Recovery rate
|
0.57
|
%
|
100.00
|
%
|
64.78
|
%
|
|||
|
54
|
|
Cash flow
|
Price
|
$
|
2
|
|
$
|
54
|
|
$
|
27
|
|
|
|
47
|
|
Price-based
|
Cost of capital
|
0.10
|
%
|
100.00
|
%
|
54.84
|
%
|
||||
|
29
|
|
Price-based
|
Appraised value(4)
|
$
|
17,521,218
|
|
$
|
43,646,426
|
|
$
|
30,583,822
|
|
As of December 31, 2018
|
Fair value(1)
(in millions)
|
Methodology
|
Input
|
Low(2)
|
High
|
Weighted
average(3)
|
||||||||
Loans HFS
|
$
|
1,729
|
|
Price-based
|
Price
|
$
|
81
|
|
$
|
100
|
|
$
|
98
|
|
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
|
13.00
|
%
|
13.00
|
%
|
13.00
|
%
|
||||
|
|
|
Price
|
$
|
56
|
|
$
|
83
|
|
$
|
58
|
|
||
Loans(6)
|
$
|
251
|
|
Recovery analysis
|
Recovery rate
|
30.60
|
%
|
100.00
|
%
|
50.51
|
%
|
|||
|
|
|
|
Price
|
$
|
3
|
|
$
|
85
|
|
$
|
28
|
|
|
Non-marketable equity securities measured using the measurement alternative
|
$
|
66
|
|
Price-based
|
Price
|
$
|
46
|
|
$
|
1,514
|
|
$
|
570
|
|
(1)
|
The fair value amounts presented in this table represent the primary valuation technique or techniques for each class of assets or liabilities.
|
(2)
|
Some inputs are shown as zero due to rounding.
|
(3)
|
Weighted averages are calculated based on the fair values of the instruments.
|
(4)
|
Appraised values are disclosed in whole dollars.
|
(5)
|
Includes estimated costs to sell.
|
(6)
|
Represents impaired loans held for investment whose carrying amounts are based on the fair value of the underlying collateral, primarily real estate secured loans.
|
|
Year ended December 31,
|
||
In millions of dollars
|
2019
|
||
Loans HFS
|
$
|
—
|
|
Other real estate owned
|
(1
|
)
|
|
Loans(1)
|
(56
|
)
|
|
Non-marketable equity securities measured using the measurement alternative
|
99
|
|
|
Total nonrecurring fair value gains (losses)
|
$
|
42
|
|
|
Year ended December 31,
|
||
In millions of dollars
|
2018
|
||
Loans HFS
|
$
|
(13
|
)
|
Other real estate owned
|
(2
|
)
|
|
Loans(1)
|
(22
|
)
|
|
Non-marketable equity securities measured using the measurement alternative
|
194
|
|
|
Total nonrecurring fair value gains (losses)
|
$
|
157
|
|
(1)
|
Represents loans held for investment whose carrying amount is based on the fair value of the underlying collateral, primarily real estate.
|
|
December 31, 2019
|
Estimated fair value
|
|||||||||||||
|
Carrying
value
|
Estimated
fair value
|
|
|
|
||||||||||
In billions of dollars
|
Level 1
|
Level 2
|
Level 3
|
||||||||||||
Assets
|
|
|
|
|
|
||||||||||
Investments
|
$
|
86.4
|
|
$
|
87.8
|
|
$
|
1.9
|
|
$
|
83.8
|
|
$
|
2.1
|
|
Securities borrowed and purchased under agreements to resell
|
98.1
|
|
98.1
|
|
—
|
|
98.1
|
|
—
|
|
|||||
Loans(1)(2)
|
681.2
|
|
677.7
|
|
—
|
|
4.7
|
|
673.0
|
|
|||||
Other financial assets(2)(3)
|
262.4
|
|
262.4
|
|
177.6
|
|
16.3
|
|
68.5
|
|
|||||
Liabilities
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
1,068.3
|
|
$
|
1,066.7
|
|
$
|
—
|
|
$
|
875.5
|
|
$
|
191.2
|
|
Securities loaned and sold under agreements to repurchase
|
125.7
|
|
125.7
|
|
—
|
|
125.7
|
|
—
|
|
|||||
Long-term debt(4)
|
193.0
|
|
203.8
|
|
—
|
|
187.3
|
|
16.5
|
|
|||||
Other financial liabilities(5)
|
110.2
|
|
110.2
|
|
—
|
|
37.5
|
|
72.7
|
|
|
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 $12.8 billion for December 31, 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 December 31, 2019 and 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 for the years ended
December 31,
|
|||||
|
||||||
In millions of dollars
|
2019
|
2018
|
||||
Assets
|
|
|
||||
Securities borrowed and purchased under agreements to resell
|
$
|
6
|
|
$
|
(6
|
)
|
Trading account assets
|
77
|
|
(337
|
)
|
||
Investments
|
—
|
|
—
|
|
||
Loans
|
|
|
||||
Certain corporate loans
|
(222
|
)
|
(116
|
)
|
||
Certain consumer loans
|
—
|
|
—
|
|
||
Total loans
|
$
|
(222
|
)
|
$
|
(116
|
)
|
Other assets
|
|
|
||||
MSRs
|
$
|
(84
|
)
|
$
|
54
|
|
Certain mortgage loans HFS(1)
|
91
|
|
38
|
|
||
Total other assets
|
$
|
7
|
|
$
|
92
|
|
Total assets
|
$
|
(132
|
)
|
$
|
(367
|
)
|
Liabilities
|
|
|
||||
Interest-bearing deposits
|
$
|
(205
|
)
|
$
|
20
|
|
Securities loaned and sold under agreements to repurchase
|
386
|
|
(118
|
)
|
||
Trading account liabilities
|
27
|
|
(13
|
)
|
||
Short-term borrowings
|
(78
|
)
|
150
|
|
||
Long-term debt(2)
|
(5,174
|
)
|
3,048
|
|
||
Total liabilities
|
$
|
(5,044
|
)
|
$
|
3,087
|
|
(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 19 and 24 to the Consolidated Financial Statements.
|
|
December 31, 2019
|
December 31, 2018
|
||||||||||
In millions of dollars
|
Trading assets
|
Loans
|
Trading assets
|
Loans
|
||||||||
Carrying amount reported on the Consolidated Balance Sheet
|
$
|
8,320
|
|
$
|
4,086
|
|
$
|
10,108
|
|
$
|
3,224
|
|
Aggregate unpaid principal balance in excess of (less than) fair value
|
410
|
|
315
|
|
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
|
—
|
|
—
|
|
—
|
|
—
|
|
In millions of dollars
|
December 31,
2019 |
December 31, 2018
|
||||
Carrying amount reported on the Consolidated Balance Sheet
|
$
|
1,254
|
|
$
|
556
|
|
Aggregate fair value in excess of (less than) unpaid principal balance
|
(31
|
)
|
21
|
|
||
Balance of non-accrual loans or loans more than 90 days past due
|
1
|
|
—
|
|
||
Aggregate unpaid principal balance in excess of fair value for non-accrual loans or loans more than 90 days past due
|
—
|
|
—
|
|
In billions of dollars
|
December 31, 2019
|
December 31, 2018
|
||||
Interest rate linked
|
$
|
22.9
|
|
$
|
17.3
|
|
Foreign exchange linked
|
0.9
|
|
0.5
|
|
||
Equity linked
|
21.7
|
|
14.8
|
|
||
Commodity linked
|
1.8
|
|
1.2
|
|
||
Credit linked
|
2.4
|
|
1.9
|
|
||
Total
|
$
|
49.7
|
|
$
|
35.7
|
|
In millions of dollars
|
December 31, 2019
|
December 31, 2018
|
||||
Carrying amount reported on the Consolidated Balance Sheet
|
$
|
55,783
|
|
$
|
38,229
|
|
Aggregate unpaid principal balance in excess of (less than) fair value
|
(2,967
|
)
|
3,814
|
|
In millions of dollars
|
December 31, 2019
|
December 31, 2018
|
||||
Carrying amount reported on the Consolidated Balance Sheet
|
$
|
4,946
|
|
$
|
4,483
|
|
Aggregate unpaid principal balance in excess of (less than) fair value
|
1,411
|
|
861
|
|
In millions of dollars
|
December 31, 2019
|
December 31,
2018 |
||||
Investment securities
|
$
|
152,352
|
|
$
|
148,756
|
|
Loans
|
236,033
|
|
227,840
|
|
||
Trading account assets
|
132,332
|
|
120,292
|
|
||
Total
|
$
|
520,717
|
|
$
|
496,888
|
|
In millions of dollars
|
December 31,
2019 |
December 31,
2018
|
||||
Cash and due from banks
|
$
|
3,758
|
|
$
|
4,000
|
|
Deposits with banks
|
26,493
|
|
27,208
|
|
||
Total
|
$
|
30,251
|
|
$
|
31,208
|
|
In millions of dollars
|
|
||
2020
|
$
|
801
|
|
2021
|
695
|
|
|
2022
|
572
|
|
|
2023
|
425
|
|
|
2024
|
314
|
|
|
Thereafter
|
935
|
|
|
Total future lease payments
|
$
|
3,742
|
|
Less imputed interest (based on weighted-average discount rate of 3.6%)
|
$
|
(402
|
)
|
Lease liability
|
$
|
3,340
|
|
In millions of dollars
|
|
||
2019
|
$
|
925
|
|
2020
|
748
|
|
|
2021
|
657
|
|
|
2022
|
525
|
|
|
2023
|
394
|
|
|
Thereafter
|
1,890
|
|
|
Total lease commitments
|
$
|
5,139
|
|
|
Maximum potential amount of future payments
|
|
||||||||||
In billions of dollars at December 31, 2019
|
Expire within
1 year
|
Expire after
1 year
|
Total amount
outstanding
|
Carrying value
(in millions of dollars)
|
||||||||
Financial standby letters of credit
|
$
|
31.9
|
|
$
|
62.4
|
|
$
|
94.3
|
|
$
|
140
|
|
Performance guarantees
|
6.9
|
|
5.5
|
|
12.4
|
|
21
|
|
||||
Derivative instruments considered to be guarantees
|
37.5
|
|
60.1
|
|
97.6
|
|
289
|
|
||||
Loans sold with recourse
|
—
|
|
1.2
|
|
1.2
|
|
7
|
|
||||
Securities lending indemnifications(1)
|
87.8
|
|
—
|
|
87.8
|
|
—
|
|
||||
Credit card merchant processing(1)(2)
|
91.6
|
|
—
|
|
91.6
|
|
—
|
|
||||
Credit card arrangements with partners
|
0.2
|
|
0.4
|
|
0.6
|
|
23
|
|
||||
Custody indemnifications and other
|
—
|
|
33.7
|
|
33.7
|
|
41
|
|
||||
Total
|
$
|
255.9
|
|
$
|
163.3
|
|
$
|
419.2
|
|
$
|
521
|
|
|
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 December 31, 2019 and 2018, this maximum potential exposure was estimated to be $92 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 December 31, 2019
|
Investment
grade
|
Non-investment
grade
|
Not
rated
|
Total
|
||||||||
Financial standby letters of credit
|
$
|
66.4
|
|
$
|
12.5
|
|
$
|
15.4
|
|
$
|
94.3
|
|
Performance guarantees
|
9.7
|
|
2.3
|
|
0.4
|
|
12.4
|
|
||||
Derivative instruments deemed to be guarantees
|
—
|
|
—
|
|
97.6
|
|
97.6
|
|
||||
Loans sold with recourse
|
—
|
|
—
|
|
1.2
|
|
1.2
|
|
||||
Securities lending indemnifications
|
—
|
|
—
|
|
87.8
|
|
87.8
|
|
||||
Credit card merchant processing
|
—
|
|
—
|
|
91.6
|
|
91.6
|
|
||||
Credit card arrangements with partners
|
—
|
|
—
|
|
0.6
|
|
0.6
|
|
||||
Custody indemnifications and other
|
21.3
|
|
12.4
|
|
—
|
|
33.7
|
|
||||
Total
|
$
|
97.4
|
|
$
|
27.2
|
|
$
|
294.6
|
|
$
|
419.2
|
|
|
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
|
U.S.
|
Outside of
U.S.
|
December 31,
2019 |
December 31, 2018
|
||||||||
Commercial and similar letters of credit
|
$
|
746
|
|
$
|
3,787
|
|
$
|
4,533
|
|
$
|
5,461
|
|
One- to four-family residential mortgages
|
2,088
|
|
1,633
|
|
3,721
|
|
2,671
|
|
||||
Revolving open-end loans secured by one- to four-family residential properties
|
9,511
|
|
1,288
|
|
10,799
|
|
11,374
|
|
||||
Commercial real estate, construction and land development
|
10,623
|
|
2,358
|
|
12,981
|
|
11,293
|
|
||||
Credit card lines
|
609,866
|
|
98,157
|
|
708,023
|
|
696,007
|
|
||||
Commercial and other consumer loan commitments
|
212,569
|
|
111,790
|
|
324,359
|
|
300,115
|
|
||||
Other commitments and contingencies
|
1,852
|
|
96
|
|
1,948
|
|
3,321
|
|
||||
Total
|
$
|
847,255
|
|
$
|
219,109
|
|
$
|
1,066,364
|
|
$
|
1,030,242
|
|
|
Year ended December 31, 2019
|
||||||||||||||
In millions of dollars
|
Citigroup parent company
|
CGMHI
|
Other Citigroup subsidiaries and eliminations
|
Consolidating adjustments
|
Citigroup consolidated
|
||||||||||
Revenues
|
|
|
|
|
|
||||||||||
Dividends from subsidiaries
|
$
|
23,347
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(23,347
|
)
|
$
|
—
|
|
Interest revenue
|
—
|
|
10,661
|
|
65,849
|
|
—
|
|
76,510
|
|
|||||
Interest revenue—intercompany
|
5,091
|
|
1,942
|
|
(7,033
|
)
|
—
|
|
—
|
|
|||||
Interest expense
|
4,949
|
|
7,010
|
|
17,204
|
|
—
|
|
29,163
|
|
|||||
Interest expense—intercompany
|
1,038
|
|
4,243
|
|
(5,281
|
)
|
—
|
|
—
|
|
|||||
Net interest revenue
|
$
|
(896
|
)
|
$
|
1,350
|
|
$
|
46,893
|
|
$
|
—
|
|
$
|
47,347
|
|
Commissions and fees
|
$
|
—
|
|
$
|
5,265
|
|
$
|
6,481
|
|
$
|
—
|
|
$
|
11,746
|
|
Commissions and fees—intercompany
|
(21
|
)
|
354
|
|
(333
|
)
|
—
|
|
—
|
|
|||||
Principal transactions
|
(2,537
|
)
|
277
|
|
11,152
|
|
—
|
|
8,892
|
|
|||||
Principal transactions—intercompany
|
1,252
|
|
2,464
|
|
(3,716
|
)
|
—
|
|
—
|
|
|||||
Other income
|
767
|
|
832
|
|
4,702
|
|
—
|
|
6,301
|
|
|||||
Other income—intercompany
|
(55
|
)
|
102
|
|
(47
|
)
|
—
|
|
—
|
|
|||||
Total non-interest revenues
|
$
|
(594
|
)
|
$
|
9,294
|
|
$
|
18,239
|
|
$
|
—
|
|
$
|
26,939
|
|
Total revenues, net of interest expense
|
$
|
21,857
|
|
$
|
10,644
|
|
$
|
65,132
|
|
$
|
(23,347
|
)
|
$
|
74,286
|
|
Provisions for credit losses and for benefits and claims
|
$
|
—
|
|
$
|
—
|
|
$
|
8,383
|
|
$
|
—
|
|
$
|
8,383
|
|
Operating expenses
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
$
|
32
|
|
$
|
4,680
|
|
$
|
16,721
|
|
$
|
—
|
|
$
|
21,433
|
|
Compensation and benefits—intercompany
|
134
|
|
—
|
|
(134
|
)
|
—
|
|
—
|
|
|||||
Other operating
|
(16
|
)
|
2,326
|
|
18,259
|
|
—
|
|
20,569
|
|
|||||
Other operating—intercompany
|
20
|
|
2,410
|
|
(2,430
|
)
|
—
|
|
—
|
|
|||||
Total operating expenses
|
$
|
170
|
|
$
|
9,416
|
|
$
|
32,416
|
|
$
|
—
|
|
$
|
42,002
|
|
Equity in undistributed income of subsidiaries
|
$
|
(3,620
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
3,620
|
|
$
|
—
|
|
Income (loss) from continuing operations before income taxes
|
$
|
18,067
|
|
$
|
1,228
|
|
$
|
24,333
|
|
$
|
(19,727
|
)
|
$
|
23,901
|
|
Provision (benefit) for income taxes
|
(1,334
|
)
|
176
|
|
5,588
|
|
—
|
|
4,430
|
|
|||||
Income (loss) from continuing operations
|
$
|
19,401
|
|
$
|
1,052
|
|
$
|
18,745
|
|
$
|
(19,727
|
)
|
$
|
19,471
|
|
Income (loss) from discontinued operations, net of taxes
|
—
|
|
—
|
|
(4
|
)
|
—
|
|
(4
|
)
|
|||||
Net income before attribution of noncontrolling interests
|
$
|
19,401
|
|
$
|
1,052
|
|
$
|
18,741
|
|
$
|
(19,727
|
)
|
$
|
19,467
|
|
Noncontrolling interests
|
—
|
|
—
|
|
66
|
|
—
|
|
66
|
|
|||||
Net income (loss)
|
$
|
19,401
|
|
$
|
1,052
|
|
$
|
18,675
|
|
$
|
(19,727
|
)
|
$
|
19,401
|
|
Comprehensive income
|
|
|
|
|
|
|
|||||||||
Add: Other comprehensive income (loss)
|
$
|
852
|
|
$
|
(651
|
)
|
$
|
1,600
|
|
$
|
(949
|
)
|
$
|
852
|
|
Total Citigroup comprehensive income (loss)
|
$
|
20,253
|
|
$
|
401
|
|
$
|
20,275
|
|
$
|
(20,676
|
)
|
$
|
20,253
|
|
Add: Other comprehensive income attributable to noncontrolling interests
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Add: Net income attributable to noncontrolling interests
|
—
|
|
—
|
|
66
|
|
—
|
|
66
|
|
|||||
Total comprehensive income (loss)
|
$
|
20,253
|
|
$
|
401
|
|
$
|
20,341
|
|
$
|
(20,676
|
)
|
$
|
20,319
|
|
|
Year ended December 31, 2018
|
||||||||||||||
In millions of dollars
|
Citigroup parent company
|
CGMHI
|
Other Citigroup subsidiaries and eliminations
|
Consolidating adjustments
|
Citigroup consolidated
|
||||||||||
Revenues
|
|
|
|
|
|
||||||||||
Dividends from subsidiaries
|
$
|
22,854
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(22,854
|
)
|
$
|
—
|
|
Interest revenue
|
67
|
|
8,732
|
|
62,029
|
|
—
|
|
70,828
|
|
|||||
Interest revenue—intercompany
|
4,933
|
|
1,659
|
|
(6,592
|
)
|
—
|
|
—
|
|
|||||
Interest expense
|
4,783
|
|
5,430
|
|
14,053
|
|
—
|
|
24,266
|
|
|||||
Interest expense—intercompany
|
1,198
|
|
3,539
|
|
(4,737
|
)
|
—
|
|
—
|
|
|||||
Net interest revenue
|
$
|
(981
|
)
|
$
|
1,422
|
|
$
|
46,121
|
|
$
|
—
|
|
$
|
46,562
|
|
Commissions and fees
|
$
|
—
|
|
$
|
5,146
|
|
$
|
6,711
|
|
$
|
—
|
|
$
|
11,857
|
|
Commissions and fees—intercompany
|
(2
|
)
|
237
|
|
(235
|
)
|
—
|
|
—
|
|
|||||
Principal transactions
|
(1,310
|
)
|
1,599
|
|
8,616
|
|
—
|
|
8,905
|
|
|||||
Principal transactions—intercompany
|
(929
|
)
|
1,328
|
|
(399
|
)
|
—
|
|
—
|
|
|||||
Other income
|
1,373
|
|
710
|
|
3,447
|
|
—
|
|
5,530
|
|
|||||
Other income—intercompany
|
(107
|
)
|
143
|
|
(36
|
)
|
—
|
|
—
|
|
|||||
Total non-interest revenues
|
$
|
(975
|
)
|
$
|
9,163
|
|
$
|
18,104
|
|
$
|
—
|
|
$
|
26,292
|
|
Total revenues, net of interest expense
|
$
|
20,898
|
|
$
|
10,585
|
|
$
|
64,225
|
|
$
|
(22,854
|
)
|
$
|
72,854
|
|
Provisions for credit losses and for benefits and claims
|
$
|
—
|
|
$
|
(22
|
)
|
$
|
7,590
|
|
$
|
—
|
|
$
|
7,568
|
|
Operating expenses
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
$
|
4
|
|
$
|
4,484
|
|
$
|
16,666
|
|
$
|
—
|
|
$
|
21,154
|
|
Compensation and benefits—intercompany
|
115
|
|
—
|
|
(115
|
)
|
—
|
|
—
|
|
|||||
Other operating
|
(192
|
)
|
2,224
|
|
18,655
|
|
—
|
|
20,687
|
|
|||||
Other operating—intercompany
|
49
|
|
2,312
|
|
(2,361
|
)
|
—
|
|
—
|
|
|||||
Total operating expenses
|
$
|
(24
|
)
|
$
|
9,020
|
|
$
|
32,845
|
|
$
|
—
|
|
$
|
41,841
|
|
Equity in undistributed income of subsidiaries
|
$
|
(2,163
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
2,163
|
|
$
|
—
|
|
Income (loss) from continuing operations before income taxes
|
$
|
18,759
|
|
$
|
1,587
|
|
$
|
23,790
|
|
$
|
(20,691
|
)
|
$
|
23,445
|
|
Provision (benefit) for income taxes
|
714
|
|
1,123
|
|
3,520
|
|
—
|
|
5,357
|
|
|||||
Income (loss) from continuing operations
|
$
|
18,045
|
|
$
|
464
|
|
$
|
20,270
|
|
$
|
(20,691
|
)
|
$
|
18,088
|
|
Income (loss) from discontinued operations, net of taxes
|
—
|
|
—
|
|
(8
|
)
|
—
|
|
(8
|
)
|
|||||
Net income (loss) before attribution of noncontrolling interests
|
$
|
18,045
|
|
$
|
464
|
|
$
|
20,262
|
|
$
|
(20,691
|
)
|
$
|
18,080
|
|
Noncontrolling interests
|
—
|
|
—
|
|
35
|
|
—
|
|
35
|
|
|||||
Net income (loss)
|
$
|
18,045
|
|
$
|
464
|
|
$
|
20,227
|
|
$
|
(20,691
|
)
|
$
|
18,045
|
|
Comprehensive income
|
|
|
$
|
—
|
|
|
|
||||||||
Add: Other comprehensive income (loss)
|
$
|
(2,499
|
)
|
$
|
257
|
|
$
|
3,500
|
|
$
|
(3,757
|
)
|
$
|
(2,499
|
)
|
Total Citigroup comprehensive income (loss)
|
$
|
15,546
|
|
$
|
721
|
|
$
|
23,727
|
|
$
|
(24,448
|
)
|
$
|
15,546
|
|
Add: Other comprehensive income attributable to noncontrolling interests
|
$
|
—
|
|
$
|
—
|
|
$
|
(43
|
)
|
$
|
—
|
|
$
|
(43
|
)
|
Add: Net income attributable to noncontrolling interests
|
—
|
|
—
|
|
35
|
|
—
|
|
35
|
|
|||||
Total comprehensive income (loss)
|
$
|
15,546
|
|
$
|
721
|
|
$
|
23,719
|
|
$
|
(24,448
|
)
|
$
|
15,538
|
|
|
Year ended December 31, 2017
|
||||||||||||||
In millions of dollars
|
Citigroup parent company
|
CGMHI
|
Other Citigroup subsidiaries and eliminations
|
Consolidating adjustments
|
Citigroup consolidated
|
||||||||||
Revenues
|
|
|
|
|
|
||||||||||
Dividends from subsidiaries
|
$
|
22,499
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(22,499
|
)
|
$
|
—
|
|
Interest revenue
|
1
|
|
5,279
|
|
56,299
|
|
—
|
|
61,579
|
|
|||||
Interest revenue—intercompany
|
3,972
|
|
1,178
|
|
(5,150
|
)
|
—
|
|
—
|
|
|||||
Interest expense
|
4,766
|
|
2,340
|
|
9,412
|
|
—
|
|
16,518
|
|
|||||
Interest expense—intercompany
|
829
|
|
2,297
|
|
(3,126
|
)
|
—
|
|
—
|
|
|||||
Net interest revenue
|
$
|
(1,622
|
)
|
$
|
1,820
|
|
$
|
44,863
|
|
$
|
—
|
|
$
|
45,061
|
|
Commissions and fees
|
$
|
—
|
|
$
|
5,366
|
|
$
|
7,341
|
|
$
|
—
|
|
$
|
12,707
|
|
Commissions and fees—intercompany
|
(2
|
)
|
182
|
|
(180
|
)
|
—
|
|
—
|
|
|||||
Principal transactions
|
1,654
|
|
1,183
|
|
6,103
|
|
—
|
|
8,940
|
|
|||||
Principal transactions—intercompany
|
934
|
|
1,200
|
|
(2,134
|
)
|
—
|
|
—
|
|
|||||
Other income
|
(2,581
|
)
|
867
|
|
7,450
|
|
—
|
|
5,736
|
|
|||||
Other income—intercompany
|
5
|
|
170
|
|
(175
|
)
|
—
|
|
—
|
|
|||||
Total non-interest revenues
|
$
|
10
|
|
$
|
8,968
|
|
$
|
18,405
|
|
$
|
—
|
|
$
|
27,383
|
|
Total revenues, net of interest expense
|
$
|
20,887
|
|
$
|
10,788
|
|
$
|
63,268
|
|
$
|
(22,499
|
)
|
$
|
72,444
|
|
Provisions for credit losses and for benefits and claims
|
$
|
—
|
|
$
|
—
|
|
$
|
7,451
|
|
$
|
—
|
|
$
|
7,451
|
|
Operating expenses
|
|
|
|
|
|
||||||||||
Compensation and benefits
|
$
|
(107
|
)
|
$
|
4,403
|
|
$
|
16,885
|
|
$
|
—
|
|
$
|
21,181
|
|
Compensation and benefits—intercompany
|
120
|
|
—
|
|
(120
|
)
|
—
|
|
—
|
|
|||||
Other operating
|
(318
|
)
|
2,184
|
|
19,185
|
|
—
|
|
21,051
|
|
|||||
Other operating—intercompany
|
(35
|
)
|
2,231
|
|
(2,196
|
)
|
—
|
|
—
|
|
|||||
Total operating expenses
|
$
|
(340
|
)
|
$
|
8,818
|
|
$
|
33,754
|
|
$
|
—
|
|
$
|
42,232
|
|
Equity in undistributed income of subsidiaries
|
$
|
(19,088
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
19,088
|
|
$
|
—
|
|
Income (loss) from continuing operations before income taxes
|
$
|
2,139
|
|
$
|
1,970
|
|
$
|
22,063
|
|
$
|
(3,411
|
)
|
$
|
22,761
|
|
Provision (benefit) for income taxes
|
8,937
|
|
873
|
|
19,578
|
|
—
|
|
29,388
|
|
|||||
Income (loss) from continuing operations
|
$
|
(6,798
|
)
|
$
|
1,097
|
|
$
|
2,485
|
|
$
|
(3,411
|
)
|
$
|
(6,627
|
)
|
Income (loss) from discontinued operations, net of taxes
|
—
|
|
—
|
|
(111
|
)
|
—
|
|
(111
|
)
|
|||||
Net income before attribution of noncontrolling interests
|
$
|
(6,798
|
)
|
$
|
1,097
|
|
$
|
2,374
|
|
$
|
(3,411
|
)
|
$
|
(6,738
|
)
|
Noncontrolling interests
|
—
|
|
(1
|
)
|
61
|
|
—
|
|
60
|
|
|||||
Net income (loss)
|
$
|
(6,798
|
)
|
$
|
1,098
|
|
$
|
2,313
|
|
$
|
(3,411
|
)
|
$
|
(6,798
|
)
|
Comprehensive income
|
|
|
$
|
—
|
|
|
|
||||||||
Add: Other comprehensive income (loss)
|
$
|
(2,791
|
)
|
$
|
(117
|
)
|
$
|
(4,160
|
)
|
$
|
4,277
|
|
$
|
(2,791
|
)
|
Total Citigroup comprehensive income (loss)
|
$
|
(9,589
|
)
|
$
|
981
|
|
$
|
(1,847
|
)
|
$
|
866
|
|
$
|
(9,589
|
)
|
Add: Other comprehensive income attributable to noncontrolling interests
|
$
|
—
|
|
$
|
—
|
|
$
|
114
|
|
$
|
—
|
|
$
|
114
|
|
Add: Net income attributable to noncontrolling interests
|
—
|
|
(1
|
)
|
61
|
|
—
|
|
60
|
|
|||||
Total comprehensive income (loss)
|
$
|
(9,589
|
)
|
$
|
980
|
|
$
|
(1,672
|
)
|
$
|
866
|
|
$
|
(9,415
|
)
|
|
December 31, 2019
|
||||||||||||||
In millions of dollars
|
Citigroup parent company
|
CGMHI
|
Other Citigroup subsidiaries and eliminations
|
Consolidating adjustments
|
Citigroup consolidated
|
||||||||||
Assets
|
|
|
|
|
|
||||||||||
Cash and due from banks
|
$
|
—
|
|
$
|
586
|
|
$
|
23,381
|
|
$
|
—
|
|
$
|
23,967
|
|
Cash and due from banks—intercompany
|
21
|
|
5,095
|
|
(5,116
|
)
|
—
|
|
—
|
|
|||||
Deposits with banks
|
—
|
|
4,050
|
|
165,902
|
|
—
|
|
169,952
|
|
|||||
Deposits with banks—intercompany
|
3,000
|
|
6,710
|
|
(9,710
|
)
|
—
|
|
—
|
|
|||||
Securities borrowed and purchased under resale agreements
|
—
|
|
195,537
|
|
55,785
|
|
—
|
|
251,322
|
|
|||||
Securities borrowed and purchased under resale agreements—intercompany
|
—
|
|
21,446
|
|
(21,446
|
)
|
—
|
|
—
|
|
|||||
Trading account assets
|
286
|
|
152,115
|
|
123,739
|
|
—
|
|
276,140
|
|
|||||
Trading account assets—intercompany
|
426
|
|
5,858
|
|
(6,284
|
)
|
—
|
|
—
|
|
|||||
Investments
|
1
|
|
541
|
|
368,021
|
|
—
|
|
368,563
|
|
|||||
Loans, net of unearned income
|
—
|
|
2,497
|
|
696,986
|
|
—
|
|
699,483
|
|
|||||
Loans, net of unearned income—intercompany
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Allowance for loan losses
|
—
|
|
—
|
|
(12,783
|
)
|
—
|
|
(12,783
|
)
|
|||||
Total loans, net
|
$
|
—
|
|
$
|
2,497
|
|
$
|
684,203
|
|
$
|
—
|
|
$
|
686,700
|
|
Advances to subsidiaries
|
$
|
144,587
|
|
$
|
—
|
|
$
|
(144,587
|
)
|
$
|
—
|
|
$
|
—
|
|
Investments in subsidiaries
|
202,116
|
|
—
|
|
—
|
|
(202,116
|
)
|
—
|
|
|||||
Other assets(1)
|
12,377
|
|
54,784
|
|
107,353
|
|
—
|
|
174,514
|
|
|||||
Other assets—intercompany
|
2,799
|
|
45,588
|
|
(48,387
|
)
|
—
|
|
—
|
|
|||||
Total assets
|
$
|
365,613
|
|
$
|
494,807
|
|
$
|
1,292,854
|
|
$
|
(202,116
|
)
|
$
|
1,951,158
|
|
Liabilities and equity
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
—
|
|
$
|
—
|
|
$
|
1,070,590
|
|
$
|
—
|
|
$
|
1,070,590
|
|
Deposits—intercompany
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Securities loaned and sold under repurchase agreements
|
—
|
|
145,473
|
|
20,866
|
|
—
|
|
166,339
|
|
|||||
Securities loaned and sold under repurchase agreements—intercompany
|
—
|
|
36,581
|
|
(36,581
|
)
|
—
|
|
—
|
|
|||||
Trading account liabilities
|
1
|
|
80,100
|
|
39,793
|
|
—
|
|
119,894
|
|
|||||
Trading account liabilities—intercompany
|
379
|
|
5,109
|
|
(5,488
|
)
|
—
|
|
—
|
|
|||||
Short-term borrowings
|
66
|
|
11,096
|
|
33,887
|
|
—
|
|
45,049
|
|
|||||
Short-term borrowings—intercompany
|
—
|
|
17,129
|
|
(17,129
|
)
|
—
|
|
—
|
|
|||||
Long-term debt
|
150,477
|
|
39,578
|
|
58,705
|
|
—
|
|
248,760
|
|
|||||
Long-term debt—intercompany
|
—
|
|
66,791
|
|
(66,791
|
)
|
—
|
|
—
|
|
|||||
Advances from subsidiaries
|
20,503
|
|
—
|
|
(20,503
|
)
|
—
|
|
—
|
|
|||||
Other liabilities
|
937
|
|
51,777
|
|
53,866
|
|
—
|
|
106,580
|
|
|||||
Other liabilities—intercompany
|
8
|
|
8,414
|
|
(8,422
|
)
|
—
|
|
—
|
|
|||||
Stockholders’ equity
|
193,242
|
|
32,759
|
|
170,061
|
|
(202,116
|
)
|
193,946
|
|
|||||
Total liabilities and equity
|
$
|
365,613
|
|
$
|
494,807
|
|
$
|
1,292,854
|
|
$
|
(202,116
|
)
|
$
|
1,951,158
|
|
(1)
|
Other assets for Citigroup parent company at December 31, 2019 included $35.1 billion of placements to Citibank and its branches, of which $24.9 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.
|
|
Year ended December 31, 2019
|
||||||||||||||
In millions of dollars
|
Citigroup parent company
|
CGMHI
|
Other Citigroup subsidiaries and eliminations
|
Consolidating adjustments
|
Citigroup consolidated
|
||||||||||
Net cash provided by (used in) operating activities of continuing operations
|
$
|
25,011
|
|
$
|
(35,396
|
)
|
$
|
(2,452
|
)
|
$
|
—
|
|
$
|
(12,837
|
)
|
Cash flows from investing activities of continuing operations
|
|
|
|
|
|
||||||||||
Purchases of investments
|
$
|
—
|
|
$
|
—
|
|
$
|
(274,491
|
)
|
$
|
—
|
|
$
|
(274,491
|
)
|
Proceeds from sales of investments
|
5
|
|
—
|
|
137,168
|
|
—
|
|
137,173
|
|
|||||
Proceeds from maturities of investments
|
—
|
|
—
|
|
119,051
|
|
—
|
|
119,051
|
|
|||||
Change in loans
|
—
|
|
—
|
|
(22,466
|
)
|
—
|
|
(22,466
|
)
|
|||||
Proceeds from sales and securitizations of loans
|
—
|
|
—
|
|
2,878
|
|
—
|
|
2,878
|
|
|||||
Change in securities borrowed and purchased under agreements to resell
|
—
|
|
15,811
|
|
3,551
|
|
—
|
|
19,362
|
|
|||||
Changes in investments and advances—intercompany
|
(1,847
|
)
|
(870
|
)
|
2,717
|
|
—
|
|
—
|
|
|||||
Other investing activities
|
—
|
|
(64
|
)
|
(4,817
|
)
|
—
|
|
(4,881
|
)
|
|||||
Net cash provided by (used in) investing activities of continuing operations
|
$
|
(1,842
|
)
|
$
|
14,877
|
|
$
|
(36,409
|
)
|
$
|
—
|
|
$
|
(23,374
|
)
|
Cash flows from financing activities of continuing operations
|
|
|
|
|
|
||||||||||
Dividends paid
|
$
|
(5,447
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(5,447
|
)
|
Issuance of preferred stock
|
1,496
|
|
—
|
|
—
|
|
—
|
|
1,496
|
|
|||||
Redemption of preferred stock
|
(1,980
|
)
|
—
|
|
—
|
|
—
|
|
(1,980
|
)
|
|||||
Treasury stock acquired
|
(17,571
|
)
|
—
|
|
—
|
|
—
|
|
(17,571
|
)
|
|||||
Proceeds (repayments) from issuance of long-term debt, net
|
1,666
|
|
10,389
|
|
(3,950
|
)
|
—
|
|
8,105
|
|
|||||
Proceeds (repayments) from issuance of long-term debt—intercompany, net
|
—
|
|
(7,177
|
)
|
7,177
|
|
—
|
|
—
|
|
|||||
Change in deposits
|
—
|
|
—
|
|
57,420
|
|
—
|
|
57,420
|
|
|||||
Change in securities loaned and sold under agreements to repurchase
|
—
|
|
5,115
|
|
(16,544
|
)
|
—
|
|
(11,429
|
)
|
|||||
Change in short-term borrowings
|
—
|
|
7,440
|
|
5,263
|
|
—
|
|
12,703
|
|
|||||
Net change in short-term borrowings and other advances—intercompany
|
(968
|
)
|
5,843
|
|
(4,875
|
)
|
—
|
|
—
|
|
|||||
Capital contributions from (to) parent
|
—
|
|
(74
|
)
|
74
|
|
—
|
|
—
|
|
|||||
Other financing activities
|
(364
|
)
|
(253
|
)
|
253
|
|
—
|
|
(364
|
)
|
|||||
Net cash provided by (used in) financing activities of continuing operations
|
$
|
(23,168
|
)
|
$
|
21,283
|
|
$
|
44,818
|
|
$
|
—
|
|
$
|
42,933
|
|
Effect of exchange rate changes on cash and due from banks
|
$
|
—
|
|
$
|
—
|
|
$
|
(908
|
)
|
$
|
—
|
|
$
|
(908
|
)
|
Change in cash and due from banks and deposits with banks
|
$
|
1
|
|
$
|
764
|
|
$
|
5,049
|
|
$
|
—
|
|
$
|
5,814
|
|
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
|
$
|
3,021
|
|
$
|
16,441
|
|
$
|
174,457
|
|
$
|
—
|
|
$
|
193,919
|
|
Cash and due from banks
|
$
|
21
|
|
$
|
5,681
|
|
$
|
18,265
|
|
$
|
—
|
|
$
|
23,967
|
|
Deposits with banks
|
3,000
|
|
10,760
|
|
156,192
|
|
—
|
|
169,952
|
|
|||||
Cash and due from banks and deposits with banks at end of period
|
$
|
3,021
|
|
$
|
16,441
|
|
$
|
174,457
|
|
$
|
—
|
|
$
|
193,919
|
|
Supplemental disclosure of cash flow information for continuing operations
|
|
|
|
|
|
||||||||||
Cash paid during the year for income taxes
|
$
|
(393
|
)
|
$
|
418
|
|
$
|
4,863
|
|
$
|
—
|
|
$
|
4,888
|
|
Cash paid during the year for interest
|
3,820
|
|
12,664
|
|
12,198
|
|
—
|
|
28,682
|
|
|||||
Non-cash investing activities
|
|
|
|
|
|
||||||||||
Transfers to loans HFS from loans
|
$
|
—
|
|
$
|
—
|
|
$
|
5,500
|
|
$
|
—
|
|
$
|
5,500
|
|
|
Year ended December 31, 2018
|
||||||||||||||
In millions of dollars
|
Citigroup parent company
|
CGMHI
|
Other Citigroup subsidiaries and eliminations
|
Consolidating adjustments
|
Citigroup consolidated
|
||||||||||
Net cash provided by (used in) operating activities of continuing operations
|
$
|
21,314
|
|
$
|
13,287
|
|
$
|
2,351
|
|
$
|
—
|
|
$
|
36,952
|
|
Cash flows from investing activities of continuing operations
|
|
|
|
|
|
|
|||||||||
Purchases of investments
|
$
|
(7,955
|
)
|
$
|
(18
|
)
|
$
|
(144,514
|
)
|
$
|
—
|
|
$
|
(152,487
|
)
|
Proceeds from sales of investments
|
7,634
|
|
3
|
|
53,854
|
|
—
|
|
61,491
|
|
|||||
Proceeds from maturities of investments
|
—
|
|
—
|
|
83,604
|
|
—
|
|
83,604
|
|
|||||
Change in loans
|
—
|
|
—
|
|
(29,002
|
)
|
—
|
|
(29,002
|
)
|
|||||
Proceeds from sales and securitizations of loans
|
—
|
|
—
|
|
4,549
|
|
—
|
|
4,549
|
|
|||||
Proceeds from significant disposals
|
—
|
|
—
|
|
314
|
|
—
|
|
314
|
|
|||||
Change in securities borrowed and purchased under agreements to resell
|
—
|
|
(34,018
|
)
|
(4,188
|
)
|
—
|
|
(38,206
|
)
|
|||||
Changes in investments and advances—intercompany
|
(5,566
|
)
|
(832
|
)
|
6,398
|
|
—
|
|
—
|
|
|||||
Other investing activities
|
556
|
|
(59
|
)
|
(3,878
|
)
|
—
|
|
(3,381
|
)
|
|||||
Net cash provided by (used in) investing activities of continuing operations
|
$
|
(5,331
|
)
|
$
|
(34,924
|
)
|
$
|
(32,863
|
)
|
$
|
—
|
|
$
|
(73,118
|
)
|
Cash flows from financing activities of continuing operations
|
|
|
|
|
|
||||||||||
Dividends paid
|
$
|
(5,020
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(5,020
|
)
|
Redemption of preferred stock
|
(793
|
)
|
—
|
|
—
|
|
—
|
|
(793
|
)
|
|||||
Treasury stock acquired
|
(14,433
|
)
|
—
|
|
—
|
|
—
|
|
(14,433
|
)
|
|||||
Proceeds from issuance of long-term debt, net
|
(5,099
|
)
|
10,278
|
|
(2,656
|
)
|
—
|
|
2,523
|
|
|||||
Proceeds (repayments) from issuance of long-term debt—intercompany, net
|
—
|
|
10,708
|
|
(10,708
|
)
|
—
|
|
—
|
|
|||||
Change in deposits
|
—
|
|
—
|
|
53,348
|
|
—
|
|
53,348
|
|
|||||
Change in securities loaned and sold under agreements to repurchase
|
—
|
|
23,454
|
|
(1,963
|
)
|
—
|
|
21,491
|
|
|||||
Change in short-term borrowings
|
32
|
|
88
|
|
(12,226
|
)
|
—
|
|
(12,106
|
)
|
|||||
Net change in short-term borrowings and other advances—intercompany
|
1,819
|
|
(19,111
|
)
|
17,292
|
|
—
|
|
—
|
|
|||||
Capital contributions from parent
|
—
|
|
(798
|
)
|
798
|
|
—
|
|
—
|
|
|||||
Other financing activities
|
(482
|
)
|
—
|
|
—
|
|
—
|
|
(482
|
)
|
|||||
Net cash provided by (used in) financing activities of continuing operations
|
$
|
(23,976
|
)
|
$
|
24,619
|
|
$
|
43,885
|
|
$
|
—
|
|
$
|
44,528
|
|
Effect of exchange rate changes on cash and due from banks
|
$
|
—
|
|
$
|
—
|
|
$
|
(773
|
)
|
$
|
—
|
|
$
|
(773
|
)
|
Change in cash and due from banks and deposits with banks
|
$
|
(7,993
|
)
|
$
|
2,982
|
|
$
|
12,600
|
|
$
|
—
|
|
$
|
7,589
|
|
Cash and due from banks and deposits with banks at
beginning of period
|
11,013
|
|
12,695
|
|
156,808
|
|
—
|
|
180,516
|
|
|||||
Cash and due from banks and deposits with banks at end of period
|
$
|
3,020
|
|
$
|
15,677
|
|
$
|
169,408
|
|
$
|
—
|
|
$
|
188,105
|
|
Cash and due from banks
|
$
|
20
|
|
$
|
4,234
|
|
$
|
19,391
|
|
$
|
—
|
|
$
|
23,645
|
|
Deposits with banks
|
3,000
|
|
11,443
|
|
150,017
|
|
—
|
|
164,460
|
|
|||||
Cash and due from banks and deposits with banks at end of period
|
$
|
3,020
|
|
$
|
15,677
|
|
$
|
169,408
|
|
$
|
—
|
|
$
|
188,105
|
|
Supplemental disclosure of cash flow information for continuing operations
|
|
|
|
|
|
||||||||||
Cash paid (received) during the year for income taxes
|
$
|
(783
|
)
|
$
|
458
|
|
$
|
4,638
|
|
$
|
—
|
|
$
|
4,313
|
|
Cash paid during the year for interest
|
3,854
|
|
8,671
|
|
10,438
|
|
—
|
|
22,963
|
|
|||||
Non-cash investing activities
|
|
|
|
|
|
||||||||||
Transfers to loans HFS from loans
|
$
|
—
|
|
$
|
—
|
|
$
|
4,200
|
|
$
|
—
|
|
$
|
4,200
|
|
|
Year ended December 31, 2017
|
||||||||||||||
In millions of dollars
|
Citigroup parent company
|
CGMHI
|
Other Citigroup subsidiaries and eliminations
|
Consolidating adjustments
|
Citigroup consolidated
|
||||||||||
Net cash provided by (used in) operating activities of continuing operations
|
$
|
25,270
|
|
$
|
(33,365
|
)
|
$
|
(679
|
)
|
$
|
—
|
|
$
|
(8,774
|
)
|
Cash flows from investing activities of continuing operations
|
|
|
|
|
|
||||||||||
Purchases of investments
|
$
|
—
|
|
$
|
(14
|
)
|
$
|
(185,726
|
)
|
$
|
—
|
|
$
|
(185,740
|
)
|
Proceeds from sales of investments
|
132
|
|
18
|
|
107,218
|
|
—
|
|
107,368
|
|
|||||
Proceeds from maturities of investments
|
—
|
|
—
|
|
84,369
|
|
—
|
|
84,369
|
|
|||||
Change in loans
|
—
|
|
—
|
|
(58,062
|
)
|
—
|
|
(58,062
|
)
|
|||||
Proceeds from sales and securitizations of loans
|
—
|
|
—
|
|
8,365
|
|
—
|
|
8,365
|
|
|||||
Proceeds from significant disposals
|
—
|
|
—
|
|
3,411
|
|
—
|
|
3,411
|
|
|||||
Change in securities borrowed and purchased under agreements to resell
|
—
|
|
9,731
|
|
(5,396
|
)
|
—
|
|
4,335
|
|
|||||
Changes in investments and advances—intercompany
|
(899
|
)
|
9,755
|
|
(8,856
|
)
|
—
|
|
—
|
|
|||||
Other investing activities
|
—
|
|
(24
|
)
|
(2,773
|
)
|
—
|
|
(2,797
|
)
|
|||||
Net cash provided by (used in) investing activities of continuing operations
|
$
|
(767
|
)
|
$
|
19,466
|
|
$
|
(57,450
|
)
|
$
|
—
|
|
$
|
(38,751
|
)
|
Cash flows from financing activities of continuing operations
|
|
|
|
|
|
||||||||||
Dividends paid
|
$
|
(3,797
|
)
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
(3,797
|
)
|
Issuance of preferred stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Treasury stock acquired
|
(14,541
|
)
|
—
|
|
—
|
|
—
|
|
(14,541
|
)
|
|||||
Proceeds (repayments) from issuance of long-term debt, net
|
6,544
|
|
4,909
|
|
15,521
|
|
—
|
|
26,974
|
|
|||||
Proceeds (repayments) from issuance of long-term debt—intercompany, net
|
—
|
|
(2,031
|
)
|
2,031
|
|
—
|
|
—
|
|
|||||
Change in deposits
|
—
|
|
—
|
|
30,416
|
|
—
|
|
30,416
|
|
|||||
Change in securities loaned and sold under agreements to repurchase
|
—
|
|
5,748
|
|
8,708
|
|
—
|
|
14,456
|
|
|||||
Change in short-term borrowings
|
49
|
|
2,212
|
|
11,490
|
|
—
|
|
13,751
|
|
|||||
Net change in short-term borrowings and other advances—intercompany
|
(22,152
|
)
|
(8,615
|
)
|
30,767
|
|
—
|
|
—
|
|
|||||
Capital contributions from parent
|
—
|
|
(748
|
)
|
748
|
|
—
|
|
—
|
|
|||||
Other financing activities
|
(405
|
)
|
—
|
|
—
|
|
—
|
|
(405
|
)
|
|||||
Net cash provided by financing activities of continuing operations
|
$
|
(34,302
|
)
|
$
|
1,475
|
|
$
|
99,681
|
|
$
|
—
|
|
$
|
66,854
|
|
Effect of exchange rate changes on cash and due from banks
|
$
|
—
|
|
$
|
—
|
|
$
|
693
|
|
$
|
—
|
|
$
|
693
|
|
Change in cash and due from banks and deposits with banks
|
$
|
(9,799
|
)
|
$
|
(12,424
|
)
|
$
|
42,245
|
|
$
|
—
|
|
$
|
20,022
|
|
Cash and due from banks and deposits with banks at
beginning of period
|
20,812
|
|
25,119
|
|
114,563
|
|
—
|
|
160,494
|
|
|||||
Cash and due from banks and deposits with banks at end of period
|
$
|
11,013
|
|
$
|
12,695
|
|
$
|
156,808
|
|
$
|
—
|
|
$
|
180,516
|
|
Cash and due from banks
|
$
|
13
|
|
$
|
4,128
|
|
$
|
19,634
|
|
$
|
—
|
|
$
|
23,775
|
|
Deposits with banks
|
11,000
|
|
8,567
|
|
137,174
|
|
—
|
|
156,741
|
|
|||||
Cash and due from banks and deposits with banks at end of period
|
$
|
11,013
|
|
$
|
12,695
|
|
$
|
156,808
|
|
$
|
—
|
|
$
|
180,516
|
|
Supplemental disclosure of cash flow information for continuing operations
|
|
|
|
|
|
||||||||||
Cash paid during the year for income taxes
|
$
|
(3,730
|
)
|
$
|
678
|
|
$
|
5,135
|
|
$
|
—
|
|
$
|
2,083
|
|
Cash paid during the year for interest
|
4,151
|
|
4,513
|
|
7,011
|
|
—
|
|
15,675
|
|
|||||
Non-cash investing activities
|
|
|
|
|
|
||||||||||
Transfers to loans held-for-sale from loans
|
$
|
—
|
|
$
|
—
|
|
$
|
5,900
|
|
$
|
—
|
|
$
|
5,900
|
|
|
2019
|
2018
|
||||||||||||||||||||||
In millions of dollars, except per share amounts
|
Fourth
|
Third
|
Second
|
First
|
Fourth
|
Third
|
Second
|
First
|
||||||||||||||||
Revenues, net of interest expense
|
$
|
18,378
|
|
$
|
18,574
|
|
$
|
18,758
|
|
$
|
18,576
|
|
$
|
17,124
|
|
$
|
18,389
|
|
$
|
18,469
|
|
$
|
18,872
|
|
Operating expenses
|
10,454
|
|
10,464
|
|
10,500
|
|
10,584
|
|
9,893
|
|
10,311
|
|
10,712
|
|
10,925
|
|
||||||||
Provisions for credit losses and for benefits and claims
|
2,222
|
|
2,088
|
|
2,093
|
|
1,980
|
|
1,925
|
|
1,974
|
|
1,812
|
|
1,857
|
|
||||||||
Income from continuing operations before income taxes
|
$
|
5,702
|
|
$
|
6,022
|
|
$
|
6,165
|
|
$
|
6,012
|
|
$
|
5,306
|
|
$
|
6,104
|
|
$
|
5,945
|
|
$
|
6,090
|
|
Income taxes(1)
|
703
|
|
1,079
|
|
1,373
|
|
1,275
|
|
1,001
|
|
1,471
|
|
1,444
|
|
1,441
|
|
||||||||
Income from continuing operations
|
$
|
4,999
|
|
$
|
4,943
|
|
$
|
4,792
|
|
$
|
4,737
|
|
$
|
4,305
|
|
$
|
4,633
|
|
$
|
4,501
|
|
$
|
4,649
|
|
Income (loss) from discontinued operations, net of taxes
|
(4
|
)
|
(15
|
)
|
17
|
|
(2
|
)
|
(8
|
)
|
(8
|
)
|
15
|
|
(7
|
)
|
||||||||
Net income before attribution of noncontrolling interests
|
$
|
4,995
|
|
$
|
4,928
|
|
$
|
4,809
|
|
$
|
4,735
|
|
$
|
4,297
|
|
$
|
4,625
|
|
$
|
4,516
|
|
$
|
4,642
|
|
Noncontrolling interests
|
16
|
|
15
|
|
10
|
|
25
|
|
(16
|
)
|
3
|
|
26
|
|
22
|
|
||||||||
Citigroup’s net income
|
$
|
4,979
|
|
$
|
4,913
|
|
$
|
4,799
|
|
$
|
4,710
|
|
$
|
4,313
|
|
$
|
4,622
|
|
$
|
4,490
|
|
$
|
4,620
|
|
Earnings per share(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
2.16
|
|
$
|
2.09
|
|
$
|
1.94
|
|
$
|
1.88
|
|
$
|
1.65
|
|
$
|
1.74
|
|
$
|
1.62
|
|
$
|
1.68
|
|
Net income
|
2.16
|
|
2.09
|
|
1.95
|
|
1.88
|
|
1.65
|
|
1.73
|
|
1.63
|
|
1.68
|
|
||||||||
Diluted
|
|
|
|
|
|
|
|
|
||||||||||||||||
Income from continuing operations
|
2.15
|
|
2.08
|
|
1.94
|
|
1.87
|
|
1.65
|
|
1.74
|
|
1.62
|
|
1.68
|
|
||||||||
Net income
|
2.15
|
|
2.07
|
|
1.95
|
|
1.87
|
|
1.64
|
|
1.73
|
|
1.63
|
|
1.68
|
|
(1)
|
The fourth quarter of 2019 includes discrete tax items of roughly $540 million including an approximate $430 million benefit of a reduction in Citi’s valuation allowance related to its DTAs. The third quarter of 2019 includes discrete tax items of roughly $230 million, including an approximate $180 million benefit of a reduction in Citi’s valuation allowance related to its DTAs.
|
(2)
|
Due to averaging of shares, quarterly earnings per share may not sum to the totals reported for the full year.
|
|
2019
|
2018
|
2017
|
|||
Citigroup’s net income to average assets(1)
|
0.98
|
%
|
0.94
|
%
|
0.84
|
%
|
Return on average common stockholders’ equity(1)(2)
|
10.3
|
|
9.4
|
|
7.0
|
|
Return on average total stockholders’ equity(1)(3)
|
9.9
|
|
9.1
|
|
7.0
|
|
Total average equity to average assets(4)
|
9.9
|
|
10.3
|
|
12.1
|
|
Dividend payout ratio(1)(5)
|
23.9
|
|
23.1
|
|
18.0
|
|
(1)
|
2017 excludes the one-time impact of Tax Reform. See “Significant Accounting Policies and Estimates—Income Taxes” above.
|
(2)
|
Based on Citigroup’s net income less preferred stock dividends as a percentage of average common stockholders’ equity.
|
(3)
|
Based on Citigroup’s net income as a percentage of average total Citigroup stockholders’ equity.
|
(4)
|
Based on average Citigroup stockholders’ equity as a percentage of average assets.
|
(5)
|
Dividends declared per common share as a percentage of net income per diluted share.
|
|
|
2019
|
|
2018
|
|
2017
|
|||||||||
In millions of dollars at year end, except ratios
|
Average
interest rate |
Average
balance |
Average
interest rate |
Average
balance |
Average
interest rate |
Average
balance |
|||||||||
Banks
|
1.71
|
%
|
$
|
52,235
|
|
1.35
|
%
|
$
|
44,426
|
|
0.49
|
%
|
$
|
36,063
|
|
Other demand deposits
|
1.05
|
|
300,101
|
|
0.61
|
|
287,665
|
|
0.52
|
|
293,389
|
|
|||
Other time and savings deposits(2)
|
1.05
|
|
217,944
|
|
1.31
|
|
209,410
|
|
1.23
|
|
191,363
|
|
|||
Total
|
1.11
|
%
|
$
|
570,280
|
|
0.94
|
%
|
$
|
541,501
|
|
0.78
|
%
|
$
|
520,815
|
|
(1)
|
Interest rates and amounts include the effects of risk management activities and also reflect the impact of the local interest rates prevailing in certain countries.
|
(2)
|
Primarily consists of certificates of deposit and other time deposits in denominations of $100,000 or more.
|
|
|
|
|
|
||||||||
In millions of dollars at December 31, 2019
|
Under 3
months |
Over 3 to 6
months |
Over 6 to 12
months |
Over 12
months |
||||||||
Over $100,000
|
|
|
|
|
||||||||
Certificates of deposit
|
$
|
15,866
|
|
$
|
8,152
|
|
$
|
9,008
|
|
$
|
694
|
|
Other time deposits
|
3,924
|
|
29
|
|
38
|
|
1,556
|
|
||||
Over $250,000
|
|
|
|
|
||||||||
Certificates of deposit
|
$
|
14,026
|
|
$
|
5,008
|
|
$
|
4,953
|
|
$
|
539
|
|
Other time deposits
|
3,923
|
|
29
|
|
2
|
|
11
|
|
In millions, except per share amounts
|
Total shares
purchased
|
Average
price paid
per share
|
Approximate dollar
value of shares that
may yet be purchased
under the plan or
programs
|
|||||
October 2019
|
|
|
|
|||||
Open market repurchases(1)
|
21.6
|
|
$
|
69.77
|
|
$
|
10,473
|
|
Employee transactions(2)
|
—
|
|
—
|
|
N/A
|
|
||
November 2019
|
|
|
|
|||||
Open market repurchases(1)
|
21.0
|
|
74.80
|
|
8,902
|
|
||
Employee transactions(2)
|
—
|
|
—
|
|
N/A
|
|
||
December 2019
|
|
|
|
|||||
Open market repurchases(1)
|
26.6
|
|
77.03
|
|
6,855
|
|
||
Employee transactions(2)
|
—
|
|
—
|
|
N/A
|
|
||
Total for 4Q19 and remaining program balance as of December 31, 2019
|
69.2
|
|
$
|
74.09
|
|
$
|
6,855
|
|
(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 rewards where shares are withheld to satisfy tax requirements.
|
Comparison of Five-Year Cumulative Total Return
For the years ended
|
DATE
|
Citigroup
|
|
S&P 500 Index
|
|
S&P Financials Index
|
|
31-Dec-2014
|
100.0
|
|
100.0
|
|
100.0
|
|
31-Dec-2015
|
95.9
|
|
101.4
|
|
98.5
|
|
31-Dec-2016
|
111.2
|
|
113.5
|
|
120.9
|
|
31-Dec-2017
|
141.2
|
|
138.3
|
|
147.7
|
|
31-Dec-2018
|
101.0
|
|
132.2
|
|
128.5
|
|
31-Dec-2019
|
159.4
|
|
173.9
|
|
169.8
|
|
Name
|
Age
|
Position and office held
|
Raja J. Akram
|
47
|
Controller and Chief Accounting Officer
|
Peter Babej
|
56
|
CEO, Asia Pacific
|
Michael L. Corbat
|
59
|
Chief Executive Officer
|
Jane Fraser
|
52
|
President; CEO, Global Consumer Banking
|
Bradford Hu
|
56
|
Chief Risk Officer
|
David Livingstone
|
56
|
CEO, Europe, Middle East and Africa
|
Mark A. L. Mason
|
50
|
Chief Financial Officer
|
Mary McNiff
|
49
|
CEO, Citibank, N.A.
|
Ernesto Torres Cantú
|
55
|
CEO, Latin America
|
Sara Wechter
|
39
|
Head of Human Resources
|
Rohan Weerasinghe
|
69
|
General Counsel and Corporate Secretary
|
Mike Whitaker
|
56
|
Head of Operations and Technology
|
Paco Ybarra
|
58
|
CEO, Institutional Clients Group
|
•
|
Mr. Akram joined Citi in 2006 and assumed his current position in November 2017. Previously, he served as Deputy Controller since April 2017. He held a number of other roles in Citi Finance, including Lead Finance Officer for Treasury and Trade Solutions, Brazil Country Controller, Brazil Country Finance Officer and Head of the Corporate Accounting Policy team supporting M&A activities;
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•
|
Mr. Babej joined Citi in 2010 and assumed his current position in October 2019. Previously, he served as ICG’s Global Head of the Financial Institutions Group (FIG) from January 2017 to October 2019 and Global Co-Head of FIG from 2010 to January 2017. Prior to joining Citi, Mr. Babej served as Co-Head, Financial Institutions— Americas at Deutsche Bank, among other roles;
|
•
|
Ms. Fraser joined Citi in 2004 and assumed her current position in October 2019. Previously, she served as CEO of Citi Latin America from June 2015 to October 2019. She held a number of other roles across the organization, including CEO of U.S. Consumer and Commercial Banking and CitiMortgage, CEO of Citi’s Global Private Bank and Global Head of Strategy and M&A;
|
•
|
Mr. Livingstone joined Citi in 2016 and assumed his current position in March 2019. Previously, he served as Citi Country Officer for Australia and New Zealand since June 2016. Prior to joining Citi, he had a nine-year career at Credit Suisse, where he was Vice Chairman of the Investment Banking and Capital Markets Division for the EMEA region, Head of M&A and CEO of Credit Suisse Australia;
|
•
|
Mr. Mason joined Citi in 2001 and assumed his current position in February 2019. Previously, he served as CFO of ICG since September 2014. He held a number of other senior operational, strategic and financial executive roles across the organization, including CEO of Citi Private Bank, CEO of Citi Holdings and CFO and Head of Strategy and M&A for Citi’s Global Wealth Management Division;
|
•
|
Ms. McNiff joined Citi in 2012 and assumed her current position in April 2019. Previously, she served as Chief Auditor since February 2017. She held a number of other roles across the organization, including Chief Auditor of GCB, Chief Administrative Officer for Citi Latin America & Mexico and interim Chief Auditor, ICG. She also previously led the Global Transformation initiative within Internal Audit;
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•
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Mr. Torres Cantú joined Citi in 1989 and assumed his current position in October 2019. Previously, he served as CEO of Citibanamex since October 2014. He served as CEO of GCB in Mexico from 2006 to 2011 and CEO of Crédito Familiar from 2003 to 2006. In addition, he previously held roles in Citibanamex, including Regional Director and Divisional Director;
|
•
|
Ms. Wechter joined Citi in 2004 and assumed her current position in July 2018. Previously, she served as Citi's Head of Talent and Diversity as well as Chief of Staff to Citi CEO Michael Corbat. She served as Chief of Staff to both Michael O'Neill and Richard Parsons during their terms as Chairman of Citi's Board of Directors. In addition, she held roles in Citi's ICG, including Corporate M&A and Strategy and Investment Banking;
|
•
|
Mr. Whitaker joined Citi in 2009 and assumed his current position in November 2018. Previously, he served as Head of Operations & Technology for ICG since September 2014 and held various other roles at Citi, including Head of Securities & Banking Operations & Technology, Head of ICG Technology and Regional Chief Information Officer; and
|
•
|
Mr. Ybarra joined Citi in 1987 and assumed his current position in May 2019. Previously, he served as ICG’s Global Head of Markets and Securities Services since November 2013. In addition, he has held a number of other roles across ICG, including Deputy Head of ICG, Global Head of Markets and Co-Head of Global Fixed Income.
|
Michael L. Corbat
Chief Executive Officer
Citigroup Inc.
Ellen M. Costello
Former President and CEO
BMO Financial Corporation and Former U.S. Country Head
BMO Financial Group
Grace E. Dailey
Former Senior Deputy Comptroller for Bank Supervision Policy and Chief National Bank Examiner
Office of the Comptroller of the Currency (OCC)
Barbara Desoer
Former Chief Executive Officer Citibank, N.A.
John C. Dugan
Chair
Citigroup Inc.
|
Duncan P. Hennes
Co-Founder and Partner
Atrevida Partners, LLC
Peter Blair Henry
Dean Emeritus and W. R. Berkley Professor of Economics and Finance
New York University
Stern School of Business
S. Leslie Ireland
Former Assistant Secretary for Intelligence and Analysis
U.S. Department of the Treasury
Lew W. (Jay) Jacobs, IV
Former President and Managing Director
Pacific Investment Management Company LLC (PIMCO)
|
Renée J. James
Chairman and CEO
Ampere Computing and
Operating Executive
The Carlyle Group
Eugene (Gene) M. McQuade
Former Chief Executive Officer Citibank, N.A. and
Former Vice Chairman
Citigroup Inc.
Gary M. Reiner
Operating Partner
General Atlantic LLC
Diana L. Taylor
Former Superintendent of Banks
State of New York
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James S. Turley
Former Chairman and CEO
Ernst & Young
Deborah C. Wright
Former Chairman
Carver Bancorp, Inc.
Alexander Wynaendts
Chief Executive Officer and Chairman of the Management and Executive Boards
Aegon N.V.
Ernesto Zedillo Ponce de Leon
Director, Center for the
Study of Globalization and
Professor in the Field
of International
Economics and Politics
Yale University
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Exhibit
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Number
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Description of Exhibit
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4.09
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Indenture, dated as of March 15, 1987, between Primerica Corporation, a New Jersey corporation, and The Bank of New York, as trustee, incorporated by reference to Exhibit 4.01 to the Company’s Registration Statement on Form S-3 filed on December 8, 1992 (No. 03355542).
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4.10
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First Supplemental Indenture, dated as of December 15, 1988, among Primerica Corporation, Primerica Holdings, Inc. and The Bank of New York, as trustee, incorporated by reference to Exhibit 4.02 to the Company’s Registration Statement on Form S-3 filed on December 8, 1992 (No. 03355542).
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4.11
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Second Supplemental Indenture, dated as of January 31, 1991, between Primerica Holdings, Inc. and The Bank of New York, as trustee, incorporated by reference to Exhibit 4.03 to the Company’s Registration Statement on Form S-3 filed on December 8, 1992 (No. 03355542).
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4.12
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Third Supplemental Indenture, dated as of December 9, 1992, among Primerica Holdings, Inc., Primerica Corporation and The Bank of New York, as trustee, incorporated by reference to Exhibit 5 to the Company’s Form 8-A dated December 21, 1992, with respect to its 7 3/4% Notes Due June 15, 1999 (No. 001-09924).
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4.26
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Form of Amended and Restated Declaration of Trust for Citigroup Capital III (previously known as Travelers Capital III), incorporated by reference to Exhibit 4.8 to Travelers Group Inc.’s Registration Statement on Form S-3 (File No. 333-12439).
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104
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The cover page of this Current Report on Form 10-K, 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.
|
SIXTH:
|
The books and records of the Corporation may be kept (subject to any mandatory requirement of law) outside the State of Delaware at such place or places as may be determined from time to time by or pursuant to authority granted by the Board of Directors or by the By-Laws.
|
SEVENTH:
|
The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. At each annual meeting, each director shall be elected for a one-year term. A director shall hold office until the annual meeting held the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, even if less than a quorum, or a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Restated Certificate of Incorporation applicable thereto.
|
EIGHTH: A.
|
In addition to any affirmative vote required by law or this Certificate of Incorporation or the By-Laws of the Corporation, and except as otherwise expressly provided in Section B of this Article EIGHTH, a Business Combination (as hereinafter defined) shall require the affirmative vote of not less than a majority of the votes cast affirmatively and negatively by the holders of Voting Stock (as hereinafter defined), voting together as a single class. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage or separate class vote may be specified, by law or in any agreement with any national securities exchange or otherwise.
|
B.
|
The provisions of Section A of this Article EIGHTH shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote, if any, as is required by law or by any other provision of this Certificate of Incorporation or the By-Laws of the Corporation or otherwise, if all of the conditions specified in either of the following Paragraphs 1 or 2 are met; provided, however, that in the case of a Business Combination that does not involve the payment of consideration to the holders of the Corporation’s outstanding
|
1.
|
The Business Combination shall have been approved (and such approval not subsequently rescinded) by a majority of the Continuing Directors (as hereinafter defined), either specifically or as a transaction which is within an approved category of transactions with an Interested Stockholder. Such approval may be given prior to or subsequent to the acquisition of, or announcement or public disclosure of the intention to acquire, beneficial ownership of the Voting Stock that caused the Interested Stockholder to become an Interested Stockholder, provided, however, that approval shall be effective for the purposes of this Paragraph 1 only if obtained at a meeting at which a Continuing Director Quorum (as hereinafter defined) was present; and provided further, that such approval may be rescinded by a majority of the Continuing Directors at any meeting at which a Continuing Director Quorum is present and which is held prior to consummation of the proposed Business Combination.
|
2.
|
All of the following conditions, if applicable, shall have been met:
|
(a)
|
if the Fair Market Value per share of such class or series of Capital Stock on the date of the first public announcement of the proposed Business Combination (the “Announcement Date”) is less than the Fair Market Value per share of such class or series of Capital Stock on the date on which the Interested Stockholder became an Interested Stockholder (the “Determination Date”), an amount (the “Premium Capital Stock Price”) equal to the sum of (i) the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date plus (ii) the product of the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date multiplied by the highest percentage premium over the closing sale price per share of such class or series of Capital Stock paid on any day by or on behalf of the Interested Stockholder for any share of such class or series of Capital Stock in connection with the acquisition by the Interested Stockholder of beneficial ownership of shares of such class or series of Capital Stock within the two-year period immediately prior to the Announcement Date or in the transaction in which it became an Interested Stockholder; provided, however, that if the Premium Capital Stock Price as determined above is greater than the highest per share price paid by or on behalf of the Interested Stockholder for any share of such class or series of Capital Stock in connection with the acquisition by the Interested Stockholder of beneficial ownership of shares of such class or series of Capital Stock within the two-year period immediately prior to the Announcement Date, the amount required under this Paragraph 2(a) shall be the higher of (A) such highest price paid by or on behalf of the Interested Stockholder, and (B) the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date (the Fair Market Value and other prices per share of such class or series of Capital Stock referred to in this Paragraph 2(a) shall be in each case appropriately adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to such class or series of Capital Stock); or
|
(b)
|
if the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date is greater than or equal to the Fair Market Value per share of such class or series of Capital Stock on the Determination Date, in each case as appropriately adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to such class or series of Capital Stock, a price per share equal to the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date.
|
(c)
|
After the Determination Date and prior to the Consummation Date of such Business Combination:
|
(d)
|
After the Determination Date, such Interested Stockholder shall not have received the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise.
|
(e)
|
A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Act”) (or any subsequent provisions replacing such Act, rules or regulations), shall be mailed to all stockholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions). The proxy or information statement shall contain on the first page thereof, in a prominent place, any statement as to the advisability (or inadvisability) of the Business Combination that the Continuing Directors, or any of them, may choose to make and, if deemed advisable by a majority of the Continuing Directors, the opinion of an investment banking firm selected by a majority of the Continuing Directors as to the fairness (or not) of the terms of the Business Combination from a financial point of view to the holders of the outstanding shares of Capital Stock other than the Interested Stockholder and its Affiliates or Associates (as hereinafter defined), such investment banking firm to be paid a reasonable fee for its services by the Corporation.
|
(f)
|
Such Interested Stockholder shall not have made any major change in the Corporation’s business or equity capital structure without the approval of at least a majority of the Continuing Directors.
|
(a)
|
any merger or consolidation of the Corporation or any Major Subsidiary (as hereinafter defined) with, or any sale, lease, exchange, transfer or other disposition of substantially all the assets or outstanding shares of capital stock of the Corporation or any Major Subsidiary with or for the benefit of, (i) any Interested Stockholder or (ii) any other company (whether or not itself an Interested Stockholder) which is or after such merger, consolidation or sale, lease, exchange, transfer or other disposition would be an Affiliate or Associate of an Interested Stockholder; or
|
(b)
|
any sale, lease, exchange, mortgage, pledge, transfer or other disposition or security arrangement, investment, loan, advance, guarantee, agreement to purchase, agreement to pay, extension of credit, joint venture participation or other arrangement (in one transaction or a series of transactions) with or for the benefit of any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder involving any assets, securities or commitments of the Corporation, any Major Subsidiary or any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder having an aggregate Fair Market Value and/or involving aggregate commitments of Twenty-Five Million dollars ($25,000,000) or more; or
|
(c)
|
any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries (as hereinafter defined) or any other transaction (whether or not with or otherwise involving an Interested Stockholder) that has the effect, directly or indirectly, of increasing the proportionate share of any class or series of Capital Stock, or any securities convertible into Capital Stock or into equity securities of
|
(d)
|
any agreement, contract or other arrangement providing for any one or more of the actions specified in the foregoing clauses (a) to (d);
|
2.
|
The term “Capital Stock” shall mean all capital stock of the Corporation authorized to be issued from time to time under Article FOURTH of this Certificate of Incorporation, including, without limitation, the Common Stock, and the term “Voting Stock” shall mean all Capital Stock which by its terms may be voted on all matters submitted to stockholders of the Corporation generally.
|
3.
|
The term “person” shall mean any individual, firm, company or other entity and shall include any group comprised of any person and any other person with whom such person or any Affiliate or Associate of such person has any agreement, arrangement or understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of Capital Stock.
|
4.
|
The term “Interested Stockholder” shall mean any person (other than the Corporation or any Subsidiary and other than any profit-sharing, employee stock ownership or other employee benefit plan of the Corporation or any trustee of or fiduciary with respect to any such plan when acting in such capacity) who (a) is, or has announced or publicly disclosed a plan or intention to become, the beneficial owner of Voting Stock representing twenty-five percent (25%) or more of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock; or (b) is an Affiliate or Associate of the Corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner of Voting Stock representing twenty-five percent (25%) or more of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock.
|
5.
|
A person shall be a “beneficial owner” of any Capital Stock (a) which such person or any of its Affiliates or Associates beneficially owns directly or indirectly; (b) which such person or any of its Affiliates or Associates has, directly or indirectly, (i) the right to acquire (whether such right is exercisable immediately or subject only to the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding; or (c) which is beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Capital Stock. For the purposes of determining whether a person is an Interested Stockholder pursuant to Paragraph 4 of this Section C, the number of shares of Capital Stock deemed to be outstanding shall include shares deemed beneficially owned by such person through application of this Paragraph 5 of Section C, but shall not include any other shares of Capital Stock that may be reserved for issuance or issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.
|
6.
|
The terms “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Act as in effect on the date that this Article EIGHTH is approved and adopted by the Sole Incorporator (the term “registrant” in said Rule 12b-2 meaning in this case the Corporation); provided, however, that the terms “Affiliate” and “Associate” shall not include any profit-sharing, employee stock ownership or other employee benefit plan of the Corporation or any trustee of or fiduciary with respect to any such plan when acting in such capacity.
|
7.
|
The term “Subsidiary” means any company of which a majority of any class of equity security is beneficially owned by the Corporation; provided, however, that for the purposes of the definition of Interested Stockholder set forth in Paragraph 4 of this Section C, the term “Subsidiary” shall mean only a company of which a majority of each class of equity security is beneficially owned by the Corporation.
|
8.
|
The term “Major Subsidiary” means a Subsidiary having assets of twenty-five million dollars ($25,000,000) or more as reflected in the most recent fiscal year-end audited, or if unavailable, unaudited, consolidated balance sheet, prepared in accordance with applicable state insurance law with respect to
|
9.
|
The term “Continuing Director” means any member of the Board of Directors of the Corporation, while such person is a member of the Board of Directors, who is not an Affiliate or Associate or representative of the Interested Stockholder and who was a member of the Board of Directors prior to the time that the Interested Stockholder became an Interested Stockholder, and any successor of a Continuing Director while such successor is a member of the Board of Directors, who is not an Affiliate or Associate or representative of the Interested Stockholder and who is recommended or elected to succeed the Continuing Director by a majority of the Continuing Directors; provided, however, that the term “Continuing Director” shall not include any officer of the Corporation or of any Affiliate or Associate of the Corporation.
|
10.
|
The term “Fair Market Value” means (a) in the case of cash, the amount of such cash; (b) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Act on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any similar system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by a majority of the Continuing Directors in good faith; and (c) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined in good faith by a majority of the Continuing Directors.
|
11.
|
The term “Continuing Director Quorum” means at least two (2) Continuing Directors capable of exercising the power conferred upon them under the provisions of the Certificate of Incorporation and By-Laws of the Corporation.
|
12.
|
In the event of any Business Combination in which the Corporation survives, the phrase “consideration other than cash to be received” as used in Paragraph 2 of Section B of this Article EIGHTH shall include the shares of Common Stock and/or the shares of any other class or series of Capital Stock retained by the holders of such shares.
|
NINTH:
|
In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board of Directors shall have the power to adopt, amend, alter or repeal the Corporation’s By-Laws. The affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the entire Board of Directors shall be required to adopt, amend, alter or repeal the Corporation’s By-Laws. Notwithstanding any other provisions of this Certificate of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation), the affirmative vote of the holders of not less than a majority of the voting power of the outstanding shares entitled to vote thereon shall be required to adopt, amend, alter or repeal, or adopt any provision as part of this Certificate of Incorporation inconsistent with the purpose and intent of, this Article NINTH.
|
TENTH:
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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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Name:
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Michael S. Helfer
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Corporate Secretary
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(a)
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Rate. Holders shall be entitled to receive, if, as and when declared by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $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)
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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 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)
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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)
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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)
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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 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.
|
(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 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
|
(i)
|
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;
|
(iii)
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the redemption price;
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(iv)
|
the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and
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(v)
|
that dividends on the shares to be redeemed will cease to accrue on the redemption date.
|
(c)
|
Partial Redemption. In case of any redemption of only part of the shares of Series E Preferred Stock at the time outstanding, the shares of Series E Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series E Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series E Preferred Stock shall be redeemed from time to time.
|
(d)
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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)
|
General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by Delaware law.
|
(b)
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Special Voting Right.
|
(ii)
|
Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any other class or series of stock of the Company that ranks on parity with Series E Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request of the Holders of at least 20% of the Series E Preferred Stock or the holders of at least 20% of such other series (addressed to the secretary at the Company’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the Holders and any other class or series of preferred stock that ranks on parity with Series E Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid for the election of the two directors to be elected by them as provided in Section 7(b)(iii) below. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.
|
(iii)
|
Notice of Special Meeting. Notice for a special meeting will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting will hold office until the next annual meeting of the stockholders of the Company unless they have been previously terminated or removed pursuant to Section 7(b)(iv). In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by the vote of the Holders (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the stockholders.
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(iv)
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Termination; Removal. Whenever the Company has paid full dividends for at least two consecutive semi-annual or four consecutive quarterly dividend periods following a Nonpayment on the Series E Preferred Stock and any other class or series of non-cumulative preferred stock ranking on parity with Series E Preferred Stock as to payment of dividends, if any, and has paid cumulative dividends in full on any class or series of cumulative preferred stock ranking on parity with the Series E Preferred Stock as to payment of dividends (in each case, upon which equivalent voting rights to those set forth in Section 7(b)(iii) have been conferred and are exercisable), then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar nonpayment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Stock Directors will immediately terminate, and the number of directors constituting the Board of Directors will be reduced accordingly. Any Preferred Stock Director may be removed at any time without cause by the Holders of a majority of the outstanding shares of the Series E Preferred Stock (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(b).
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(c)
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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)
|
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)
|
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)
|
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)
|
Signature. An Officer shall sign any Global Series E Preferred Stock for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Series E Preferred Stock no longer holds that office at the time the Transfer Agent countersigned the Global Series E Preferred Stock, the Global Series E Preferred Stock shall be valid nevertheless. A Global Series E Preferred Stock shall not be valid until an authorized signatory of the Transfer Agent manually countersigns Global Series E Preferred Stock. Each Global Series E Preferred Stock shall be dated the date of its countersignature.
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(a)
|
Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series E Preferred Stock or shares of Common Stock or other securities issued on account of Series E Preferred Stock pursuant hereto or certificates representing such shares or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series E Preferred Stock, shares of Common Stock or other securities in a name other than that in which the shares of Series E Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.
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(b)
|
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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|
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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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|
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By:
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|
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Name:
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|
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Title:
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Date:
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Signature:
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(Sign exactly as your name appears on the other side of this Certificate)
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||
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Signature Guarantee:
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(a)
|
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)
|
Non-Cumulative Dividends. If the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof does not declare a dividend on the Series F Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series F Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent Dividend Period with respect to Series F Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Company. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.
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(c)
|
Priority of Dividends. So long as any share of Series F Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series F Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:
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(i)
|
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;
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(iii)
|
as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;
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(iv)
|
the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;
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(v)
|
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)
|
the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.
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(a)
|
Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series 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)
|
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)
|
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)
|
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)
|
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)
|
the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and
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(v)
|
that dividends on the shares to be redeemed will cease to accrue on the redemption date.
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(c)
|
Partial Redemption. In case of any redemption of only part of the shares of Series 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)
|
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)
|
General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by Delaware law.
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(b)
|
Special Voting Right.
|
(i)
|
Voting Right. If and whenever dividends on the Series F Preferred Stock or any other class or series of preferred stock that ranks on parity with Series F Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least six quarterly Dividend Periods (whether consecutive or not) (a “Nonpayment”), the number of directors constituting the Board of Directors shall be increased by two, and the Holders (together with holders of any class or series of the Company’s authorized preferred stock having equivalent voting rights), shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the Holders and the holders of any such other class or series shall not be entitled to elect such directors to the extent such election would cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders and any other class or series of preferred stock that ranks on parity with the Series F Preferred Stock as to payment of dividends and having equivalent voting rights is a “Preferred Stock Director.”
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(ii)
|
Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any other class or series of stock of the Company that ranks on parity with Series 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)
|
Notice of Special Meeting. Notice for a special meeting will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting will hold office until the next annual meeting of the stockholders of the Company unless they have been previously terminated or removed pursuant to Section 7(b)(iv). In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by the vote of the Holders (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the stockholders.
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(iv)
|
Termination; Removal. Whenever the Company has paid full dividends for at least four consecutive quarterly dividend periods following a Nonpayment on the Series 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)
|
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)
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Except as otherwise expressly provided herein, holders of Series R Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.
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(i)
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declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the Series R Preferred Stock;
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(ii)
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declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding-up) with the Series R Preferred Stock, except dividends paid ratably on the Series R Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
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(iii)
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redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the Series R Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding-up) to the Series R Preferred Stock; or
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(iv)
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redeem, purchase or otherwise acquire for value any shares of Series R Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding-up) with the Series R Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series R Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
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(b)
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The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.
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(i)
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a “person” or “group” within the meaning of Section 13(d) of the Exchange Act files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of common equity of the Company representing more than 50% of the voting power of the outstanding Common Stock; or
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(ii)
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consummation of any consolidation or merger of the Company or similar transaction or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the property and assets of the Company to any Person other than one of the Company’s subsidiaries, in each case pursuant to which the Common Stock will be converted into cash, securities or other property, other than pursuant to a transaction in which the Persons that “beneficially owned” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, voting shares of the Company immediately prior to such transaction beneficially own, directly or
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(i)
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any suspension of, or limitation imposed on, trading by any exchange or quotation system on which the Closing Price is determined pursuant to the definition of the Trading Day (a “Relevant Exchange”) during the one-hour period prior to the close of trading for the regular trading session on the Relevant Exchange (or for purposes of determining the VWAP per share of Common Stock any period or periods aggregating one half-hour or longer during the regular trading session on the relevant day) and whether by reason of movements in price exceeding limits permitted by the Relevant Exchange, or otherwise relating to Common Stock or in futures or options contracts relating to the Common Stock on the Relevant Exchange;
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(ii)
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any event (other than an event described in clause (iii)) that disrupts or impairs (as determined by the Company in its reasonable discretion) the ability of market participants during the one-hour period prior to the close of trading for the regular trading session on the Relevant Exchange (or for purposes of determining the VWAP per share of Common Stock any period or periods aggregating one half-hour or longer during the regular trading session on the relevant day) in general to effect transactions in, or obtain market values for, the Common Stock on the Relevant Exchange or to effect transactions in, or obtain market values for, futures or options contracts relating to the Common Stock on the Relevant Exchange; or
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(iii)
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the failure to open of the Relevant Exchange on which futures or options contracts relating to the Common Stock, are traded or the closure of such exchange prior to its respective scheduled closing time for the regular trading session on such day (without regard to after hours or any other trading outside of the regular trading session hours) unless such earlier closing time is announced by such exchange at least one hour prior to the earlier of the actual closing time for the regular trading session on such day, and the submission deadline for orders to be entered into such exchange for execution at the actual closing time on such day.
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(a)
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Rate. Holders shall be entitled to receive, if, as and when declared by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $50,000 per share of Convertible Preferred Stock, and no more, payable quarterly in arrears on each February 15, May 15, August 15 and November 15; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, unless that day falls in the next calendar year, in which case payment of such dividend will occur on the immediately preceding Business Day (in either case, without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Convertible Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Convertible Preferred Stock will accrue on the liquidation preference of $50,000 per share at a rate per annum equal to 6.5%. The record date for payment of dividends on the Convertible Preferred Stock will be the fifteenth day of the calendar month immediately preceding the month during which the Dividend Payment Date falls or such other record date fixed by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date
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(b)
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Non-Cumulative Dividends. If the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof does not declare a dividend on the Convertible Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time whether or not dividends on the Convertible Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent Dividend Period with respect to Convertible Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Company. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.
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(c)
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Priority of Dividends. So long as any share of Convertible Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Convertible Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any of Junior Stock, or make any guarantee payment with respect thereto, other than:
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(i)
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purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;
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(ii)
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purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current dividend period, including under a contractually binding stock repurchase plan;
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(iii)
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as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;
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(iv)
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the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;
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(v)
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the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or
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(vi)
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the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.
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(e)
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Conversion Following A Record Date. If a Conversion Date for any shares of Convertible Preferred Stock is prior to the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, the Holder of such shares will not be entitled to any such dividend. If the Conversion Date for any shares of Convertible Preferred Stock is after the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, but prior to the corresponding Dividend Payment Date, the Holder of such shares shall be entitled to
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(a)
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Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Convertible Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $50,000 per share, plus any accrued dividends thereon from the last dividend payment date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.
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(b)
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Partial Payment. If the assets of the Company are not sufficient to pay in full the liquidation preference plus any dividends which have been declared but not yet paid to all Holders and all holders of any Parity Stock, the amounts paid to the Holders and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.
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(c)
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Residual Distributions. If the respective aggregate liquidating distributions to which all Holders and all holders of any Parity Stock are entitled have been paid, the holders of Junior Stock shall be entitled to receive all remaining assets of the Company according to their respective rights and preferences.
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(d)
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Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.
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(a)
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Optional Redemption. The Company, at the option of its Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may redeem out of funds legally available therefor, in whole or in part, the shares of Convertible Preferred Stock at the time outstanding, on any Dividend Payment Date as to which the Company has declared a dividend in full on the Convertible Preferred Stock on or after the Dividend Payment Date on February 15, 2015, upon notice given as provided in Section 6(b) below, and at a redemption price equal to $50,000 per share.
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(b)
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Notice of Redemption. Notice of every redemption of shares of Convertible Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Convertible Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Convertible Preferred Stock. Each notice shall state:
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(i)
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the redemption date;
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(ii)
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the number of shares of Convertible Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;
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(iii)
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the redemption price;
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(iv)
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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 Convertible Preferred Stock at the time outstanding, the shares of Convertible Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Convertible Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Convertible Preferred Stock shall be redeemed from time to time.
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(d)
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Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, in trust for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof (the “Trust”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.
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(e)
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Conversion Prior to Redemption. If the Convertible Preferred Stock has been called for redemption, a holder will be entitled to convert the Convertible Preferred Stock from the date of notice of the redemption until the close of business on the second Business Day immediately preceding the date of redemption.
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(a)
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Conversion Date. Effective immediately prior to the close of business on any applicable Conversion Date, dividends shall no longer be declared on any such converted shares of Convertible Preferred Stock and such shares of Convertible Preferred Stock shall cease to be outstanding, in each case, subject to the right of Holders to receive any declared and unpaid dividends on such shares and any other payments to which they are otherwise entitled pursuant to the terms hereof.
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(b)
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Rights Prior to Conversion. No allowance or adjustment, except pursuant to Section 12, shall be made in respect of dividends payable to holders of the Common Stock of record as of any date prior to the close of business on any applicable Conversion Date. Prior to the close of business on any applicable Conversion Date, shares of Common Stock issuable upon conversion of, or other securities issuable upon conversion of, any shares of Convertible Preferred Stock shall not be deemed outstanding for any purpose, and Holders shall have no rights with respect to the Common Stock or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the Common Stock or other securities issuable upon conversion and rights to receive any dividends or other distributions on the Common Stock or other securities issuable upon conversion) by virtue of holding shares of Convertible Preferred Stock.
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(c)
|
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
|
(a)
|
Mutilated, Destroyed, Stolen and Lost Certificates. If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.
|
(b)
|
Certificates Following Conversion. If physical certificates are issued, the Company shall not be required to issue any certificates representing the Convertible Preferred Stock on or after the applicable Conversion Date. In place of the delivery of a replacement certificate following the applicable Conversion Date, the Transfer Agent, upon delivery of the evidence and indemnity described in clause (a) above, shall deliver the shares of Common Stock pursuant to the terms of the Convertible Preferred Stock formerly evidenced by the certificate.
|
(a)
|
Global Preferred Stock. Convertible Preferred Stock may be issued in the form of one or more permanent global shares of Convertible Preferred Stock in definitive, fully registered form with a global legend in substantially the form attached hereto as Exhibit A (each, a “Global Preferred Stock”), which is hereby incorporated in and expressly made a part of this Certificate of Designation. The Global Preferred Stock may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). The aggregate number of shares represented by each Global Preferred Stock may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided. This Section 23(a) shall apply only to a Global Preferred Stock deposited with or on behalf of the Depositary.
|
(b)
|
Delivery to Depositary. If Global Preferred Stock is issued, the Company shall execute and the Registrar shall, in accordance with this Section, countersign and deliver initially one or more Global Preferred Stock that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to the Depositary or pursuant to instructions received from the Depositary or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar.
|
(c)
|
Agent Members. If Global Preferred Stock is issued, members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Certificate of Designation with respect to any Global Preferred Stock held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary or under such Global Preferred Stock, and the Depositary may be treated by the Company, the Registrar and any agent of the Company or the Registrar as the absolute owner of such Global Preferred Stock for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Registrar or any agent of the Company or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Stock. If Global Preferred Stock is issued, the Depositary may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Convertible Preferred Stock, this Certificate of Designation or the Certificate of Incorporation.
|
(d)
|
Physical Certificates. Owners of beneficial interests in any Global Preferred Stock shall not be entitled to receive physical delivery of certificated shares of Convertible Preferred Stock, unless (x) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for the Global Preferred Stock and the Company does not appoint a qualified replacement for the Depositary within 90 days, (y) the Depositary ceases to be a “clearing
|
(e)
|
Signature. An Officer shall sign any Global Preferred Stock for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Preferred Stock no longer holds that office at the time the Transfer Agent countersigned the Global Preferred Stock, the Global Preferred Stock shall be valid nevertheless. A Global Preferred Stock shall not be valid until an authorized signatory of the Transfer Agent manually countersigns Global Preferred Stock. Each Global Preferred Stock shall be dated the date of its countersignature.
|
(a)
|
Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Convertible Preferred Stock or shares of Common Stock or other securities issued on account of Convertible Preferred Stock pursuant hereto or certificates representing such shares or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Convertible Preferred Stock, shares of Common Stock or other securities in a name other than that in which the shares of Convertible Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.
|
(b)
|
Withholding. All payments and distributions (or deemed distributions) on the shares of Convertible Preferred Stock (and on the shares of Common Stock received upon their conversion) shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.
|
Certificate Number
|
|
Number of Shares of Convertible Preferred Stock
|
|
|
|
|
|
CUSIP NO.:
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CITIGROUP INC.
|
|
|
By:
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|
|
Name:
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|
|
Title:
|
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THE BANK OF NEW YORK MELLON, as Registrar
|
|
|
By:
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|
|
Name:
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|
|
Title:
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|
Date:
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|
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Signature:
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|
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|
|
|
|
|
|
(Sign exactly as your name appears on the other side of this Certificate)
|
||
Signature Guarantee:
|
|
|
|
CITIGROUP INC.
|
||
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|
||
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|
||
|
By:
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/s/ Martin A. Waters
|
|
|
|
Name:
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Martin A. Waters
|
|
|
Title:
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Assistant Treasurer
|
|
CITIGROUP INC.
|
||
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|
||
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|
||
|
By:
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/s/ Michael S. Helfer
|
|
|
|
Name:
|
Michael S. Helfer
|
|
|
Title:
|
General Counsel and Corporate Secretary
|
1.
|
The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorporation”) fixes the total number of shares of all classes of capital stock that the Company shall have the authority to issue at six billion (6,000,000,000) shares of common stock, par value $0.01 per share, and thirty million (30,000,000) shares of preferred stock, par value $1.00 per share.
|
2.
|
The Certificate of Incorporation expressly grants to the Board of Directors of the Company (the “Board of Directors”) authority to provide for the issuance of the shares of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.
|
3.
|
Pursuant to the authority conferred upon a pricing committee (the “Pricing Committee”) by the Board of Directors, the Pricing Committee, by action duly taken on October 22, 2012, adopted resolutions (i) authorizing the issuance and sale of up to 60,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series A (the “Series A. Preferred Stock”) establishing the number of shares to be included in this Series A Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series A Preferred Stock and the qualifications, limitations or restrictions thereof as follows:
|
(a)
|
Rate. Holders shall be entitled to receive, when, as and if declared by the Board of Directors or any duly authorized committee thereof, but only out of funds legally available therefor, noncumulative cash dividends on each share of Series A Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) semi-annually in arrears on each July 30 and January 30, beginning July 30, 2013, from and including the date of issuance to, but excluding, January 30, 2023, and (ii) quarterly in arrears on each January 30, April 30, July 30, and October 30, beginning April 30, 2023 from and including January 30, 2023; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (except if after January 30, 2023 that day falls in the next calendar month, in which case the payment of any dividend otherwise payable will be made on the first preceding Business Day) (i) on or prior to January 30, 2023,
|
(b)
|
Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series A Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series A Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.
|
(c)
|
Priority of Dividends. So long as any share of Series A Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series A Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:
|
(i)
|
purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;
|
(ii)
|
purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;
|
(iii)
|
as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;
|
(iv)
|
the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;
|
(v)
|
the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or
|
(vi)
|
the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.
|
(a)
|
Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of stock ranking senior to or on parity with Series A Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.
|
(b)
|
Partial Payment. If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series A Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.
|
(c)
|
Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.
|
(i)
|
the redemption date;
|
(ii)
|
the total number of shares of Series A Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;
|
(iii)
|
the redemption price;
|
(iv)
|
the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and
|
(v)
|
that dividends on the shares to be redeemed will cease to accrue on the redemption date.
|
(c)
|
Partial Redemption. In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares of Series A Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series A Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series A Preferred Stock shall be redeemed from time to time.
|
(d)
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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)
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Rate. Holders shall be entitled to receive, when, as and if declared by the Board of Directors or any duly authorized committee thereof, but only out of funds legally available therefor, noncumulative cash dividends on each share of Series B Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) semi-annually in arrears on each August 15 and February 15, beginning August 15, 2013, from and including the date of issuance to, but excluding, February 15, 2023, and (ii) quarterly in arrears on each February 15, May 15, August 15, and November 15, beginning May 15, 2023 from and including February 15, 2023; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (except if after February 15, 2023 that day falls in the next calendar month, in which case the payment of any dividend otherwise payable will be made on the first preceding Business Day) (i) on or prior to February 15, 2023, without any interest or other payment in respect of such postponement, and (ii) after February 15, 2023, with dividends accruing to the actual payment date (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Series B Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Series B Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 5.90%, for each Dividend Period from and including the date of issuance to, but excluding, February 15, 2023 and (ii) Three-month LIBOR plus 4.23%, for each Dividend Period from and including February 15, 2023. The record date for payment of dividends on the Series B Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to February 15, 2023 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after February 15, 2023 will be computed on the basis of a 360-day year and the actual number of days elapsed.
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(b)
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Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series B Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series B Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent
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(c)
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Priority of Dividends. So long as any share of Series B Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series B Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:
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(i)
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purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;
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(ii)
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purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;
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(iii)
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as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;
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(iv)
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the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;
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(v)
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the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or
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(vi)
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the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.
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(a)
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Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of stock ranking senior to or on parity with Series B Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.
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(b)
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Partial Payment. If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series B Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.
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(c)
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Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.
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(a)
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Optional Redemption. The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series B Preferred Stock at the time outstanding, on any Dividend Payment Date on or after February 15, 2023, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.
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(b)
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Notice of Redemption. Notice of every redemption of shares of Series B Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series B Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series B Preferred Stock. Each notice shall state:
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(i)
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the redemption date;
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(ii)
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the total number of shares of Series B Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;
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(iii)
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the redemption price;
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(iv)
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the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and
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(v)
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that dividends on the shares to be redeemed will cease to accrue on the redemption date.
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(c)
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Partial Redemption. In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares of Series B Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series B Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series B Preferred Stock shall be redeemed from time to time.
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(d)
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Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue
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(a)
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General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.
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(b)
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Special Voting Right.
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(i)
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Voting Right. If and whenever dividends on the Series B Preferred Stock or any other class or series of preferred stock that ranks on parity with Series B Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “Nonpayment”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “Preferred Stock Director.”
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(ii)
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Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series B Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders at which Preferred Stock Directors are to be elected, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series B Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.
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(iii)
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Notice of Special Meeting. Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director
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(iv)
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Termination; Removal. Whenever the Company has paid noncumulative dividends in full for at least two consecutive semi-annual or four consecutive quarterly Dividend Periods following a Nonpayment on the Series B Preferred Stock and on any dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “Preferred Stock Director Termination Date”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).
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(c)
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Senior Issuances; Adverse Changes. So long as any shares of Series B Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series B Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:
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(i)
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any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series B Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences, economic rights or special rights of the Series B Preferred Stock so as to affect them adversely;
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(ii)
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any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company's capital stock ranking prior to the Series B Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or
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(iii)
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the consummation of a binding share exchange or reclassification involving the Series B Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series B Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series B Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the
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(d)
|
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
|
Series of Notes
|
Issuer
|
Exchange
|
Ticker Symbol
|
Indenture
|
Aggregate Stated Principal Amount Outstanding/Authorized
|
C-Tracks Exchange-Traded Notes Based on the Performance of the Miller/Howard MLP Fundamental Index Due September 28, 2023
|
Citigroup Inc.
|
NYSE Arca
|
MLPC
|
1987
|
$48,930,425 held by the public; $36,944,575 held by CGMI; $175,000,000 authorized
|
C-Tracks Exchange-Traded Notes Miller/Howard Strategic Dividend Reinvestor Due September 16, 2024
|
Citigroup Inc.
|
NYSE Arca
|
DIVC
|
2013
|
$601,225 held by the public; $2,923,775 held by CGMI; $100,000,000 authorized
|
C-Tracks ETNs on the Miller/Howard MLP Fundamental Index, Series B, Due July 13, 2026
|
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.)
|
NYSE Arca
|
MLPE
|
2016
|
$525,000 held by the public; $925,000 held by CGMI; $250,000,000 authorized
|
Velocity SharesTM 3x Long Crude Oil ETNs linked to the S&P GSCI Crude Oil Index ER due December 15, 2031
|
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.)
|
NYSE Arca
|
UWT
|
2016
|
$309,250,000 held by the public; $113,150 held by CGMI; $2,500,000,000 authorized
|
Velocity SharesTM 3x Inverse Crude Oil ETNs linked to the S&P GSCI Crude Oil Index ER due December 15, 2031
|
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.)
|
NYSE Arca
|
DWT
|
2016
|
$1,984,050,000 held by the public; $389,950,000 held by CGMI; $5,000,000,000 authorized
|
Exchange-Traded Notes Linked to the VelocityShares Daily 4X Long USD vs. JPY Index due December 15, 2032
|
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.)
|
NYSE Arca
|
DJPY
|
2016
|
$125,000 held by the public; $930,000 held by CGMI; $100,000,000 authorized
|
Exchange-Traded Notes Linked to the VelocityShares Daily 4X Long USD vs. EUR Index due December 15, 2032
|
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.)
|
NYSE Arca
|
DEUR
|
2016
|
$1,000,000 held by the public; $0 held by CGMI; $100,000,000 authorized
|
Exchange-Traded Notes Linked to the VelocityShares Daily 4X Long USD vs. GBP Index due December 15, 2032
|
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.)
|
NYSE Arca
|
DGBP
|
2016
|
$612,500 held by the public; $285,000 held by CGMI; $100,000,000 authorized
|
Exchange-Traded Notes Linked to the VelocityShares Daily 4X Long USD vs. CHF Index due December 15, 2032
|
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.)
|
NYSE Arca
|
DCHF
|
2016
|
$125,000 held by the public; $732,500 held by CGMI; $100,000,000 authorized
|
Exchange-Traded Notes Linked to the VelocityShares Daily 4X Long USD vs. AUD Index due December 15, 2032
|
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.)
|
NYSE Arca
|
DAUD
|
2016
|
$162,500 held by the public; $555,000 held by CGMI; $100,000,000 authorized
|
Exchange-Traded Notes Linked to the VelocityShares Daily 4X Long JPY vs. USD Index due December 15, 2032
|
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.)
|
NYSE Arca
|
UJPY
|
2016
|
$700,000 held by the public; $350,000 held by CGMI; $100,000,000 authorized
|
Exchange-Traded Notes Linked to the VelocityShares Daily 4X Long EUR vs. USD Index due December 15, 2032
|
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.)
|
NYSE Arca
|
UEUR
|
2016
|
$1,712,500 held by the public; $277,500 held by CGMI; $100,000,000 authorized
|
Exchange-Traded Notes Linked to the VelocityShares Daily 4X Long GBP vs. USD Index due December 15, 2032
|
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.)
|
NYSE Arca
|
UGBP
|
2016
|
$2,890,475 held by the public; $2,025 held by CGMI; $100,000,000 authorized
|
Exchange-Traded Notes Linked to the VelocityShares Daily 4X Long CHF vs. USD Index due December 15, 2032
|
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.)
|
NYSE Arca
|
UCHF
|
2016
|
$362,500 held by the public; $952,500 held by CGMI; $100,000,000 authorized
|
Exchange-Traded Notes Linked to the VelocityShares Daily 4X Long AUD vs. USD Index due December 15, 2032
|
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.)
|
NYSE Arca
|
UAUD
|
2016
|
$487,500 held by the public; $1,225,000 held by CGMI; $100,000,000 authorized
|
VelocityShares® Long LIBOR ETNs Due August 16, 2032
|
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.)
|
NYSE Arca
|
ULBR
|
2016
|
$856,975 held by the public; $260,525 held by CGMI; $1,000,000,000 authorized
|
VelocityShares® Short LIBOR ETNs Due August 16, 2032
|
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.)
|
NYSE Arca
|
DLBR
|
2016
|
$2,745,275 held by the public; $4,725 held by CGMI; $500,000,000 authorized
|
Callable Fixed Rate Notes Due January 13, 2027
|
Citigroup Inc.
|
New York Stock Exchange
|
C27C
|
2013
|
$30,000,000 held by the public; $0 held by CGMI; $30,000,000 authorized
|
Callable Step-Up Coupon Notes Due March 31, 2036
|
Citigroup Global Markets Holdings Inc. (guaranteed by Citigroup Inc.)
|
New York Stock Exchange
|
C/36A
|
2016
|
$4,975,000 held by the public; $25,000 held by CGMI; $5,000,000 authorized
|
ETN Name
|
Long Currency
|
Reference Currency
|
ETN Ticker Symbol
|
Exchange-Traded Notes Linked to the VelocityShares Daily 4X Long USD vs. JPY Index due December 15, 2032
|
USD
|
JPY
|
DJPY
|
Exchange-Traded Notes Linked to the VelocityShares Daily 4X Long USD vs. EUR Index due December 15, 2032
|
USD
|
EUR
|
DEUR
|
Exchange-Traded Notes Linked to the VelocityShares Daily 4X Long USD vs. GBP Index due December 15, 2032
|
USD
|
GBP
|
DGBP
|
Exchange-Traded Notes Linked to the VelocityShares Daily 4X Long USD vs. CHF Index due December 15, 2032
|
USD
|
CHF
|
DCHF
|
Exchange-Traded Notes Linked to the VelocityShares Daily 4X Long USD vs. AUD Index due December 15, 2032
|
USD
|
AUD
|
DAUD
|
Exchange-Traded Notes Linked to the VelocityShares Daily 4X Long JPY vs. USD Index due December 15, 2032
|
JPY
|
USD
|
UJPY
|
Exchange-Traded Notes Linked to the VelocityShares Daily 4X Long EUR vs. USD Index due December 15, 2032
|
EUR
|
USD
|
UEUR
|
Exchange-Traded Notes Linked to the VelocityShares Daily 4X Long GBP vs. USD Index due December 15, 2032
|
GBP
|
USD
|
UGBP
|
Exchange-Traded Notes Linked to the VelocityShares Daily 4X Long CHF vs. USD Index due December 15, 2032
|
CHF
|
USD
|
UCHF
|
Exchange-Traded Notes Linked to the VelocityShares Daily 4X Long AUD vs. USD Index due December 15, 2032
|
AUD
|
USD
|
UAUD
|
Award Date
|
November 25, 2019
|
Number of shares
|
84,027.9645
|
Vesting dates (and percentage vesting)
|
November 20, 2020 (25%)
November 20, 2021 (25%)
November 20, 2022 (25%)
November 20, 2023 (25%)
|
Reference Business (for Performance Vesting Condition in Section 2(a))
|
Citigroup
|
Award Date
|
November 25, 2019
|
Amount
|
$6,250,000
|
Vesting dates (and percentage vesting)
|
November 20, 2020 (25%)
November 20, 2021 (25%)
November 20, 2022 (25%)
November 20, 2023 (25%)
|
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, CAP, and DCAP, 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, CAP or DCAP; (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, CAP or DCAP 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, CAP and DCAP;
(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.
|
Termination Date, Payments, and Benefits.
|
(a)
|
From October 24, 2019 through November 15, 2019 (“Transition Period”), you will continue to receive regular salary payments at your current annual base salary rate of $500,000 (less applicable taxes, withholdings, and deductions) and broad-based employee benefits of the type you received immediately prior to the Transition Period. These payments will be made on the regular payroll dates established by Citi during this period. During the Transition Period, you will have access to Citi facilities and technology and agree to facilitate the transition of your regular responsibilities. You agree to be available for consultation as needed, but you shall not need to maintain regular attendance in the office. In addition, you acknowledge that your signing authority ends on the first day of your Transition Period as does your service as an officer, director or member of Citigroup Inc., its subsidiaries, affiliates, successors, assigns, and all other company-related entities, boards or committees. If requested, you will tender appropriate letter(s) of resignation.
|
(b)
|
From the end of the Transition Period through January 7, 2020 (“Notice Period”), you will continue to receive regular salary continuation payments at your current annual base salary rate of $500,000 (less applicable taxes, withholdings, and deductions) and broad-based employee benefits of the type you received immediately prior to the Transition Period. These payments will be made on the regular payroll dates established by Citi during this period. Your Notice Period will be non-working.
|
(c)
|
If you sign this Agreement and Exhibit A and you do not revoke the Agreement during the applicable Revocation Period (as defined in Paragraph 17 below), subject to the terms and conditions of this Agreement, you will receive a discretionary incentive and retention award (“DIRA”) for performance year 2019 with a pre-tax nominal value of $11,850,000. Assuming satisfaction of the preceding sentence, 40% of the DIRA ($4,740,000) will be paid in the form of a cash bonus (the “Initial Payment”), and the remaining 60% of the DIRA ($7,110,000) will be awarded in the form of a deferred cash award pursuant to Citi’s Deferred Cash Award Plan (“DCAP”) (the award, your “DCAP Award”). The DCAP Award will vest in four equal installments of $1,777,500 on each of January 20 of 2021, 2022, 2023, and 2024, plus notional interest, as set forth in and subject to the DCAP Award agreement. The grant of your DCAP Award is subject to your execution of the applicable award agreement, which is Exhibit A to this Agreement. Further, the DIRA will be delivered in accordance with Paragraph 14(a) below.
|
(d)
|
You will receive payment (less applicable taxes, withholdings, and deductions) for any unused planned time off that you earned through your Termination Date pursuant to applicable policy. This payment will be made as soon as administratively practical following your Termination Date. For the avoidance of doubt, you will not be entitled to any benefit under the Citi Separation Pay Plan or any other separation pay.
|
(e)
|
Any outstanding award made to you pursuant to a discretionary incentive and retention plan or program, including Performance Share Units (“PSUs”), a stock award made to you pursuant to Citi’s Capital Accumulation Plan (“CAP”) (your outstanding PSUs and CAP awards, together, your “Equity Awards”) or a deferred cash award made to you pursuant to DCAP, and, if applicable, your participation interest in any limited partnership or other employee investment plan, shall be treated in accordance with the terms and conditions of the applicable program or plan and the applicable award or other documentation relating thereto, subject to the performance-based vesting conditions, clawback provisions, and other terms and conditions of the underlying award. Please consult the relevant prospectus, prospectus supplement, brochure, or other plan or award documents for the controlling terms.
|
(f)
|
If you are currently enrolled in the Citigroup Health Benefit Plan, the Citigroup Dental Benefit Plan, and/or the Citigroup Vision Benefit Plan, you may elect, under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), to temporarily continue your benefits beginning the day after your Termination Date. You will receive notification from Citi’s COBRA Administrator further advising you of the continuation of benefits available and the rates and premium payment procedure. If eligible, you may elect to enroll in retiree medical and dental coverage (“Retiree Insurance”) under the Citigroup Medical and Dental Plans. Your eligibility, the date on which you must first commence Retiree Insurance, your cost and the other terms and conditions of Retiree Insurance will be determined in accordance with the plan document and applicable policies as administered and interpreted by the Retiree Insurance administrators.
|
(g)
|
Through your Termination Date, you must continue to comply with all stock ownership commitments and all personal trading policies that applied to you during your employment. You furthermore agree to comply with the applicable senior executive post-employment Stock Ownership Commitment through October 24, 2020. The personal trading restrictions imposed by these policies apply to all personal trading accounts (“Personal Accounts”) held by you as well as the personal accounts of immediate family members if they are subject to those polices (“Related Accounts”). Failure to abide by the applicable trading restrictions for both Personal Accounts and Related Accounts may result in trade cancellation with all associated costs being borne by the account holders in addition to any other applicable penalties.
|
(h)
|
You are reminded that you are a Covered Employee under Citi’s Employment Termination Notice and Nonsolicitation Policy. Therefore, except as otherwise provided by law or as may be agreed to in writing by you and a duly authorized representative of Citi, you may not commence employment with a new employer during the Transition Period and Notice Period and are subject to nonsolicitation obligations as set forth below. Further, during the Transition Period and Notice Period, you must not conduct yourself in a manner that intentionally and materially damages Citi’s existing and ongoing relationships with any of its clients, suppliers, and employees, or Citi’s other business interests.
|
(i)
|
As a former Citi Expatriate, you continue to be eligible for and subject to the requirements, applicable to Citi and you, of the Citi Expatriate Program Handbook provided to you for the periods of time following the end of your expatriate assignment set forth in the Handbook, even after your Termination Date. Citi may withhold amounts you owe to Citi under the Citi Expatriate Program from amounts awarded to you as deferred incentive compensation under the PSU program, CAP or DCAP.
|
2.
|
Eligibility and Sufficiency.
|
(a)
|
Subject to the terms and conditions of this Agreement: (i) you must comply with all applicable policies in order to be eligible for the payments and benefits set forth in Paragraph 1 above; and (ii) you agree that if Citi discovers that you have engaged in any conduct Citi deems to be willful misconduct or in another material violation of its policies, Citi may immediately terminate your employment (a “Termination Date”), cease any and all payments and benefits provided for in this Agreement, and seek other available remedies, whether at law or in equity. Prior to making any such determination, Citi shall identify in writing the actions it deems willful misconduct or in material violation of its policies and provide you an opportunity, if curable in Citi’s reasonable and good faith discretion, to cure same.
|
(b)
|
You acknowledge and agree that the total payments and benefits set forth in this Agreement (i) exceed the payments and benefits you would otherwise be entitled to receive under the terms of any contract or your offer letter and (ii) constitute valuable consideration for your obligations under this Agreement.
|
3.
|
Release of Claims.
|
(a)
|
In exchange for the payments and benefits set forth above, you, on behalf of yourself, your agents, representatives, assignees, attorneys, heirs, executors, and administrators (collectively referred to as “Releasors”), release Citibank, N.A., its predecessors, successors and assigns, and its and their current and former direct and indirect parents, affiliates, subsidiaries, divisions, related business entities, and any and all plan administrators, plan administration committees and plan representatives of all employee benefit plans (individually and collectively, “Citi”), its and their current and former officers, directors, shareholders, employees, agents, and representatives (individually and collectively, “Releasees”) from any and all controversies, claims, demands, promises, actions, suits, grievances, proceedings, complaints, charges, liabilities, damages, debts, allowances, bonus, stock, stock options, costs, expenses, attorneys’ fees, and remedies of any type (“Claims”) which may be waived under applicable law that Releasors may have against Releasees by reason of any matter, cause, act, or omission, including, without limitation, those arising out of or in connection with your employment with and separation from Citi, up to the date you sign this Agreement (individually and collectively, “Released Claims”). This release applies to Claims that Releasors know about and those Releasors may not know about arising at any time up to the date you sign this Agreement.
|
(b)
|
Released Claims include, but are not limited to, all Claims against the Releasees under Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Rehabilitation Act of 1973, the Civil Rights Acts of 1866 and 1991, the Americans with Disabilities Act of 1990, the Employee Retirement Income Security Act of 1974, the Equal Pay Act of 1963, the Family and Medical Leave Act of 1993, the Older Workers Benefit Protection Act of 1990, the Occupational Safety and Health Act of 1970, WARN, and New York State fair
|
(c)
|
Released Claims also include all Claims against the Releasees for breach of contract, any tortious act or other civil wrong, attorneys’ fees, and all compensation and benefit Claims including, without limitation, Claims concerning salary, bonus, and any awards, grants, or purchases under any discretionary incentive and retention compensation plan or program, including without limitation PSUs, CAP or DCAP, and separation pay under the Citi Separation Pay Plan and any other separation pay plan maintained by Citi.
|
(d)
|
Except as provided in Paragraph 11 herein, you hereby waive and release your right to, and agree not to accept, any monetary or other personal recovery from Citi or any of the Releasees on account of or as a remedy for your actual or alleged injury or damages, as a result of or in connection with any Released Claim in any forum, including federal, state, or local court or in arbitration, any administrative proceeding with any federal, state, or local administrative agency, or Citi’s dispute resolution procedure.
|
(e)
|
In addition, and for the avoidance of doubt, Released Claims include Claims arising at any time up to the date you sign this Agreement that have or could have been filed against Citi or the Releasees under any applicable dispute resolution procedure including any arbitration policy.
|
(f)
|
Notwithstanding anything herein, you expressly reserve and do not waive or release (i) your rights under this Agreement, Exhibit A, and your outstanding PSU and CAP award agreements, (ii) your rights to or in any individual account(s) in which you have personally invested funds or, if applicable, under the provisions of the Citigroup Capital Partners II, L.P. and/or the Citigroup Venture Capital International Growth Fund II, L.P., (iii) your vested rights under any applicable broad-based defined benefit or defined contribution retirement plan, including, without limitation, any pension, whether in the United States or abroad, (iv) Claims arising after the date you sign this Agreement, (v) your rights to indemnification under the applicable by-laws (and any amendments thereto) or applicable law, or any rights to coverage advancement of expenses, and/or legal fees to the extent provided by any governing D&O insurance policy maintained by Citi, and (vi) any Claims that by law may not be waived or released.
|
(g)
|
Further, this Agreement does not limit or exclude the jurisdiction of any federal, state or local agency or self-regulatory organization. Accordingly, notwithstanding anything herein, this Agreement is not intended to, and shall not be construed to,
|
4.
|
No Admission.
|
5.
|
Representations.
|
(a)
|
Subject to Paragraphs 3(g) and 11 of this Agreement, you represent and warrant that you have not filed, directly or indirectly, nor caused to be filed, any legal proceeding against Citi or the Releasees in any state or federal court or in arbitration, or any administrative proceeding with any federal, local or state agency having jurisdiction over claims of employment discrimination, claims for past or future wages, salary, bonuses, stock, stock options or other forms of compensation or benefits, including but not limited to claims arising under the PSU program, CAP or DCAP or any other issues concerning your employment, the terms and conditions of your employment, and/or the separation of your employment from Citi.
|
(b)
|
You represent and warrant that you have submitted, or by the end of the Transition Period shall submit, all business-related expenses for reimbursement pursuant to the applicable Citi Expense Management Policy and that you have no unpaid, outstanding debts due to Citi on your business credit card. You will be reimbursed for any outstanding expenses as of the Termination Date in accordance with Citi policies and procedures. If there is an outstanding debt due to Citi or you are required to reimburse Citi for certain expenses under Citi policies, you agree to pay such debt or make such reimbursement as soon as practicable following notice of such debt or reimbursement amount in accordance with Paragraph 18 and, in the event you do not pay such debt or make such reimbursement prior to your Termination Date, you authorize Citi to deduct any amounts owed as a debt or reimbursement amount from the Initial Payment.
|
6.
|
Confidential Information and Return of Citi Property.
|
(a)
|
You acknowledge and agree that any confidential, secret and/or proprietary information regarding Citi, including any nonpublic information regarding Citi’s business, products and services, methods, systems, and business plans, and information regarding Citi’s current, former and prospective employees, clients and vendors (“Confidential Information”), is the exclusive property of Citi. You further acknowledge and agree that you have an ongoing obligation not to disclose or use, either directly or indirectly, any Confidential Information for any reason except as otherwise provided in Paragraphs 3(g) and/or 11 of this Agreement or as required by a statute, by a court of law, or by any government, regulatory, or self-regulatory agency having supervisory authority over the business of Citi with jurisdiction to order you to divulge, disclose or make accessible such information. Except as to an inquiry by any government, regulatory, or self-regulatory agency or as otherwise provided in Paragraphs 3(g) and/or 11 of this Agreement, prior to disclosure, you shall give notice to the Global Employment Law Group, Citigroup Inc., 388 Greenwich Street, 17th Floor, New York, NY 10013, of any such request or demand for Confidential Information immediately upon your receipt of same, and shall reasonably cooperate with Citi in any application Citi may make seeking a protective order or barring disclosure of such Confidential Information.
|
(b)
|
Except as otherwise provided by law or in Paragraphs 3(g) and/or 11 of this Agreement, you agree to return on or before your last day of work all Confidential Information in your possession, custody or control, including all customer and client lists, all books, records, documents and any other information in your possession which relate to Citi’s customers or business. In addition, you agree to return on or before your last day of work all other Citi property in your possession, custody or control, including all equipment (including laptops and computers with applicable passwords), and any keys, access cards, and corporate credit and calling cards. Further, you will change your voicemail message upon request. For the sake of clarity you may retain documents evidencing the Equity Awards; any documents concerning personal investments; personal effects and files; and documents concerning your terms of employment and/or termination thereof, without violation of this Agreement.
|
7.
|
Confidentiality.
|
(a)
|
Except as otherwise provided by law or in Paragraphs 3(g) and/or 11 of this Agreement, you hereby: (i) agree to keep the existence, terms, and negotiations leading to this Agreement that have not otherwise been publicly disclosed by Citi strictly confidential and not to disclose them in any manner whatsoever, whether orally or in writing, whether directly or indirectly, to any person or entity other than your attorney, accountant, financial advisor, and spouse/domestic partner/partner by civil union (individually and collectively, “Covered Person”); and (ii) represent that neither you nor anyone acting on your behalf has previously made any such disclosure. In the event that a Covered Person engages in conduct that would breach
|
(b)
|
Notwithstanding anything to the contrary in this Agreement, your obligation to maintain the confidentiality of this Agreement does not apply to the tax structure or tax treatment of the transactions described in this Agreement, and you (or a Covered Person) may disclose, within the limitations of any law, the tax structure and tax treatment of these transactions and documents related to them (including opinions or other tax analysis). Nor does Section 7 prohibit you from disclosing your post-employment restrictions to any potential future employer or business partner.
|
8.
|
Non-Disparagement.
|
9.
|
Non-Solicitation.
|
10.
|
Duty to Provide Information.
|
(a)
|
Except as otherwise provided by law or in Paragraph 3(g), this Paragraph 10, and/or Paragraph 11 of this Agreement, you agree, at Citi’s reasonable request, to provide information to Citi and its attorneys as may be reasonably required, in connection with the defense, investigation or prosecution of any claim that has been, or in the future may be, made against Citi or in connection with any ongoing or future investigation or claim of any kind involving Citi, including any formal or informal proceeding before any Relevant Authority (including responding to any formal or informal requests for documents or testimony), with the understanding that any meetings you are requested to attend are scheduled during normal business hours at mutually agreeable times.
|
(b)
|
You further agree, unless otherwise provided by law or in this Paragraph 10, to execute and deliver any documents that may reasonably be necessary for, and customarily associated with, carrying out the provisions of this Paragraph 10. Further, you agree that you will advise Citi of any contact made by attorneys or other agents on behalf of, or with respect to, private parties (other than Citi) with legal claims involving Citi. Should you agree to speak with such private party (or any representative thereof) regarding information you learned through and during your employment with Citi, you will permit a Citi representative to attend such meeting, where permitted by law, to prevent disclosure of privileged or confidential information.
|
(c)
|
Nothing in this Paragraph 10 shall require you to take any action prejudicial to your legal interests or be construed to limit in any way the provisions of Paragraph 11 of this Agreement, and the requirements of this Paragraph 10 shall not apply in any circumstances in which such requirements would have the effect of prohibiting or restricting you from providing evidence or other information to any government, regulatory, or self-regulatory agency.
|
(d)
|
Citi shall reimburse you for any reasonable costs and expenses incurred by you in connection with your cooperation hereunder (including, but not limited to, travel and accommodations). Citi may also reimburse you for reasonable attorney’s fees in the event you and Citi reasonably agree it is necessary for you to retain separate counsel in connection with your cooperation under this Paragraph 10, subject to applicable indemnification provisions (including, without limitation, those regarding recoupment if you do not meet the relevant standard of conduct).
|
11.
|
Disclosure of Information to Government, Regulatory or Self-Regulatory Agency and Other Permitted Disclosures.
|
(a)
|
Nothing contained in this Agreement is intended to prohibit or restrict you or Citi from providing evidence or other information to any government, regulatory, or self-regulatory agency such as (without limitation) the Securities and Exchange Commission (“SEC”), the Commodity Futures Trading Commission (“CFTC”), the Department of Justice (“DOJ”), the Financial Industry Regulatory Authority, Inc. (“FINRA”), the National Labor Relations Board (“NLRB”), the New York Stock Exchange, Inc. (“NYSE”), or the EEOC, or from responding to any court order or subpoena, or from participating in any reward program offered by any government, regulatory, or self-regulatory agency. You may also disclose confidential information, including trade secrets, to (i) any government, regulatory, or self-regulatory agency, including under Section 21F of the Securities and Exchange Act of 1934, Section 23 of the Commodity Exchange Act of 1936, or Section 7 of the Defend Trade Secrets Act of 2016 (“Defend Trade Secrets Act”), and the rules thereunder, or (ii) an attorney in connection with the reporting or investigation of a suspected violation of law or to an attorney or in a court filing under seal in connection with a retaliation or other lawsuit or proceeding, as permitted under the Defend Trade Secrets Act.
|
(b)
|
Further, you may disclose the terms of this Agreement if necessary in any action to enforce this Agreement. Except with regard to an inquiry by or other disclosure to any government, regulatory, or self-regulatory agency as provided in Paragraph 11(a) above, you will promptly give notice of any attempt to compel disclosure of the terms of this Agreement to the Global Employment Law Group, Citigroup Inc., at the address specified above, as soon as possible and at least five days before compliance is required.
|
(c)
|
For the avoidance of doubt, nothing in this Agreement is intended to prohibit, prevent, or otherwise restrict you from testifying in an administrative, legislative, or judicial proceeding (including those concerning alleged criminal conduct or alleged sexual harassment) when you have been required or requested to attend such proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature.
|
(d)
|
Further, nothing in this Agreement (including but not limited to the provisions set forth in Paragraphs 7 and 8 above) shall prohibit, or be construed to prohibit, you from making any disclosures which are otherwise permitted by applicable federal, state or local law.
|
12.
|
Enforceability.
|
(a)
|
This Agreement shall be governed by the laws of the State of New York (regardless of conflict of laws principles) as to all matters including, without limitation, validity, construction, effect, performance, and remedies except where otherwise provided by law, in which case, it shall be governed by the laws of the state in which you currently work.
|
(b)
|
The invalidity or unenforceability of any provision of this Agreement shall have no effect upon, and shall not impair the validity or enforceability of any other provision of this Agreement, or of this Agreement in its entirety in any other jurisdiction. You and Citi agree that if any provision herein is found to be invalid or unenforceable by a court of competent jurisdiction, you and Citi will request that the court revise the provision to come closest to the meaning intended and the provision will be enforced as rewritten without affecting any other provision of this Agreement. To the extent it may be necessary, you agree to cooperate with Citi and its attorneys in seeking any regulatory, governmental or court approval of the terms of this Agreement in order to ensure that it is fully enforceable as written.
|
13.
|
Arbitration.
|
14.
|
Payment/Modification by Citi.
|
(a)
|
You acknowledge and agree that you and Citi intend for this Agreement to be administered in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the Treasury pronouncements relating thereto. You further agree that this Agreement may be amended by Citi to the extent necessary in Citi’s judgment to comply with the Code, and any rules, regulations and Treasury pronouncements relating thereto in order to preserve the payments and benefits provided herein without additional cost to Citi. In no event shall Citi be liable for
|
(b)
|
The Initial Payment to be paid to you pursuant to Paragraph 1(c) above will be paid as soon as practical following the Effective Date of this Agreement but in no event later than March 15, 2020, provided that Exhibit A has also been executed and returned to Citi.
|
15.
|
Breach of this Agreement.
|
(a)
|
You agree that in the event of any material misrepresentation or material breach by you of any part of this Agreement, Citi may recover any amounts paid to you herein, cancel any unpaid Initial Payment and/or DCAP Award, and seek any other remedies available to it.
|
(b)
|
You further acknowledge and agree that Citi’s remedies at law for a breach or threatened breach of any of the provisions of the above Paragraphs 1(h), 3, 5(a), 6, 7, 8, 9, or 10 or Exhibit A would be inadequate and, therefore, in addition to any remedies at law or under the terms of the applicable benefit or equity plans, Citi, without posting any bond, shall be entitled to obtain equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction, or any other equitable remedy which may then be available.
|
16.
|
Knowing and Voluntary Agreement.
|
17.
|
Revocation and Expiration of this Agreement.
|
18.
|
Notices.
|
19.
|
Other Terms and Conditions.
|
(a)
|
You shall be under no obligation to seek other employment and you shall not otherwise be required to mitigate, and there shall be no offset against amounts due to you under this Agreement on account of any compensation or benefits you may earn after the Termination Date.
|
(b)
|
This Agreement sets forth the entire agreement and understanding relating to your employment with and separation from Citi, and supersedes all prior discussions, negotiations, and agreements with respect to the subjects contained herein, except for any applicable benefit plans, discretionary incentive and retention compensation plans or programs and limited partnerships or other employee investment plans. In entering into this Agreement, you acknowledge and agree that you are not relying
|
(c)
|
Except as provided in Paragraph 14 above, no amendment or modification to this Agreement shall be valid unless made in a separate writing and signed by you and a duly authorized representative of Citi. Any handwritten comments, inserts or interlineations of this Agreement will not be accepted under any circumstances and shall render this Agreement null and void.
|
(d)
|
The section headings appearing in this Agreement are used for convenience of reference only and shall not be considered a part of this Agreement nor be construed in any way to modify, amend or affect the meaning of any of its provisions.
|
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 DCAP, including a participant’s actual 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.
|
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 DCAP; (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 DCAP 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 DIRAP and DCAP;
(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.
|
|
|
Significant Subsidiaries of Citigroup
|
Exhibit 21.01
|
|
|
|
|
|
|
In accordance with SEC rules, the following is a list of Citigroup’s subsidiaries as of December 31, 2019, other than those subsidiaries, considered in the aggregate as a single subsidiary, that would not constitute a “significant subsidiary” as of December 31, 2019.
|
||||
This list of subsidiaries will change from year-to-year as a result of changes in Citigroup’s and its subsidiaries’ results of operations and financial condition, legal entity consolidations and any sales and other dispositions of Citigroup’s subsidiaries. Accordingly, this list is not representative of the total number of subsidiaries that Citigroup may have at any given time.
|
||||
Subsidiary Level (a)
|
Subsidiary
|
Jurisdiction Name
|
||
1
|
|
|
Citicorp Banking Corporation
|
Delaware
|
2
|
|
|
Associates First Capital Corporation
|
Delaware
|
3
|
|
|
CitiFinancial Credit Company
|
Delaware
|
2
|
|
|
Citi Ventures Inc.
|
Delaware
|
2
|
|
|
Citibank (Switzerland) AG
|
Switzerland
|
2
|
|
|
Citicorp North America, Inc.
|
Delaware
|
2
|
|
|
Citigroup Global Markets Realty Corp.
|
New York
|
1
|
|
|
Citicorp LLC
|
Delaware
|
2
|
|
|
Citi GSCP Inc.
|
Delaware
|
3
|
|
|
Citigroup Niagara Holdings LLC
|
Delaware
|
4
|
|
|
Citi Niagara LLC
|
Delaware
|
3
|
|
|
TRV Holdings LLC
|
Delaware
|
4
|
|
|
TRV Investments LLC
|
Delaware
|
5
|
|
|
COHM Overseas Mexico Holding, S. de R.L. de C.V.
|
Mexico
|
6
|
|
|
Citicorp (Mexico) Holdings LLC
|
Delaware
|
7
|
|
|
Grupo Financiero Citibanamex, S.A. de C.V.
|
Mexico
|
8
|
|
|
Banco Nacional de Mexico, S.A., integrante del Grupo Financiero Banamex
|
Mexico
|
9
|
|
|
Tarjetas Banamex, S.A. de C.V., SOFOM, E.R.
|
Mexico
|
8
|
|
|
Citibanamex Afore, S.A de C.V., integrante del Grupo Financiero Citibanamex
|
Mexico
|
8
|
|
|
Citibanamex Casa de Bolsa, S.A. de C.V., Casa de Bolsa, integrante del Grupo Financiero Citibanamex
|
Mexico
|
8
|
|
|
Citibanamex Seguros, S.A. de C.V., Integrante del Grupo Financiero Citibanamex
|
Mexico
|
2
|
|
|
Citibank, N.A.
|
United States
|
3
|
|
|
Canada Square Investments Limited
|
England
|
4
|
|
|
R.B. Bishopsgate Investments Limited
|
England
|
3
|
|
|
Citi Real Estate Funding Inc.
|
New York
|
3
|
|
|
Citibank (China) Co., Ltd.
|
China
|
3
|
|
|
Citibank del Peru S.A.
|
Peru
|
3
|
|
|
Citibank Kazakhstan JSC
|
Kazakhstan
|
3
|
|
|
Citibank Overseas Investment Corporation
|
United States
|
4
|
|
|
Bank Handlowy w Warszawie S.A.
|
Poland
|
4
|
|
|
Citi Investments Bahamas Ltd.
|
Bahamas
|
5
|
|
|
Citi Overseas Holdings Bahamas Limited
|
Bahamas
|
6
|
|
|
Citibank Holdings Ireland Limited
|
Ireland
|
7
|
|
|
Citibank Europe plc
|
Ireland
|
6
|
|
|
Citigroup Asia Pacific Holding LLC
|
Delaware
|
7
|
|
|
Banco Citibank S.A.
|
Brazil
|
7
|
|
|
Citigroup Holding (Singapore) Private Limited
|
Singapore
|
8
|
|
|
Citibank Berhad
|
Malaysia
|
• Form S-3
|
Nos. 33-63663, 333-12439, 333-46628, 333-48474, 333-50338, 333-56088, 333-68949, 333-57364, 333-68989, 333-75554, 333-83741, 333-102206, 333-103940, 333-105316, 333-106510, 333-108047, 333-117615, 333-122925, 333-132177, 333-132370, 333-135163, 333-142849, 333-146471, 333-157386, 333-157459, 333-172554, 333-172562, 333-186425, 333-191056, 333-192302, 333-214120, 333-216372, and 333-224495
|
• Form S-8
|
Nos. 333-58460, 333-58458, 333-02811, 333-56589, 333-63016, 333-101134, 333-107166, 333-124635, 333-163852, 333-166242, 333-166215, 333-173683, 333-181647, 333-203791, 333-203792, 333-211479, 333-225038, 333-225040, 333-231545, and 333-231547
|
1.
|
I have reviewed this Annual Report on Form 10-K 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:
|
February 21, 2020
|
|
|
|
/s/ Michael L. Corbat
|
|
Michael L. Corbat
|
|
Chief Executive Officer
|
1.
|
I have reviewed this Annual Report on Form 10-K 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:
|
February 21, 2020
|
|
|
|
/s/ Mark A. L. Mason
|
|
Mark A. L. Mason
|
|
Chief Financial Officer
|
/s/ Michael L. Corbat
|
Michael L. Corbat
|
Chief Executive Officer
|
February 21, 2020
|
/s/ Mark A. L. Mason
|
Mark A. L. Mason
|
Chief Financial Officer
|
February 21, 2020
|
|
|
|
Exhibit 99.01
|
|
|
|
|
|
|
Citi Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:
|
||||
|
|
|
|
|
Title of each class
|
Ticker Symbol(s)
|
Title for iXBRL
|
Name of each exchange on which registered
|
|
|
|
|
|
|
Common Stock, par value $.01 per share
|
C
|
Common Stock, par value $.01 per share
|
New York Stock Exchange
|
|
Depositary Shares, each representing 1/1,000th interest in a share of 7.125% Fixed/Floating Rate Noncumulative Preferred Stock, Series J
|
C Pr J
|
Dep Shs, represent 1/1,000th interest in a share of 7.125% Fix/Float Rate Noncum Pref Stk, Ser J
|
New York Stock Exchange
|
|
Depositary Shares, each representing 1/1,000th interest in a share of 6.875% Fixed/Floating Rate Noncumulative Preferred Stock, Series K
|
C Pr K
|
Dep Shs, represent 1/1,000th interest in a share of 6.875% Fix/Float Rate Noncum Pref Stk, Ser K
|
New York Stock Exchange
|
|
Depositary Shares, each representing 1/1,000th interest in a share of 6.300% Noncumulative Preferred Stock, Series S
|
C Pr S
|
Depositary Shares, represent 1/1,000th interest in a share of 6.300% Noncum Pref Stock, Ser S
|
New York Stock Exchange
|
|
7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty with respect thereto)
|
C/36Y
|
7.625% TRUPs of Cap III (and registrant’s guaranty)
|
New York Stock Exchange
|
|
7.875% Fixed Rate / Floating Rate Trust Preferred Securities (TruPS®) of Citigroup Capital XIII (and registrant’s guaranty with respect thereto)
|
C N
|
7.875% FXD / FRN TruPS of Cap XIII (and registrant’s guaranty)
|
New York Stock Exchange
|
|
6.829% Fixed Rate / Floating Rate Enhanced Trust Preferred Securities (Enhanced TruPS®) of Citigroup Capital XVIII (and registrant’s guaranty with respect thereto)
|
C/67BP
|
6.829% FXD / FRN Enhanced TruPS of Cap XVIII (and registrant’s guaranty)
|
New York Stock Exchange
|
|
C-Tracks Exchange-Traded Notes Based on the Performance of the Miller/Howard MLP Fundamental Index due September 28, 2023
|
MLPC
|
C-Tracks ETN Miller/Howard MLP Fundamental Index due Sept 2023
|
NYSE Arca
|
|
C-Tracks Exchange-Traded Notes Miller/Howard Strategic Dividend Reinvestor due September 16, 2024
|
DIVC
|
C-Tracks ETN Miller/Howard Strategic Dividend Reinvestor due Sept 2024
|
NYSE Arca
|
|
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)
|
MLPE
|
C-Tracks ETN Miller/Howard Fund, Ser B, due July 2026 of CGMHI (and registrant’s guaranty)
|
NYSE Arca
|
|
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)
|
DJPY
|
ETN VelocityShares Daily 4X Long USD vs JPY Ind due Dec 2032 of CGMHI (and registrant’s guaranty)
|
NYSE Arca
|
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)
|
DGBP
|
ETN VelocityShares Daily 4X Long USD vs GBP Ind due Dec 2032 of CGMHI (and registrant’s guaranty)
|
NYSE Arca
|
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)
|
DEUR
|
ETN VelocityShares Daily 4X Long USD vs EUR Ind due Dec 2032 of CGMHI (and registrant’s guaranty)
|
NYSE Arca
|
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)
|
DCHF
|
ETN VelocityShares Daily 4X Long USD vs CHF Ind due Dec 2032 of CGMHI (and registrant’s guaranty)
|
NYSE Arca
|
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)
|
DAUD
|
ETN VelocityShares Daily 4X Long USD vs AUD Ind due Dec 2032 of CGMHI (and registrant’s guaranty)
|
NYSE Arca
|
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)
|
UJPY
|
ETN VelocityShares Daily 4X Long JPY vs USD Ind due Dec 2032 of CGMHI (and registrant’s guaranty)
|
NYSE Arca
|
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)
|
UEUR
|
ETN VelocityShares Daily 4X Long EUR vs USD Ind due Dec 2032 of CGMHI (and registrant’s guaranty)
|
NYSE Arca
|
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)
|
UGBP
|
ETN VelocityShares Daily 4X Long GBP vs USD Ind due Dec 2032 of CGMHI (and registrant’s guaranty)
|
NYSE Arca
|
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)
|
UCHF
|
ETN VelocityShares Daily 4X Long CHF vs USD Ind due Dec 2032 of CGMHI (and registrant’s guaranty)
|
NYSE Arca
|
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)
|
UAUD
|
ETN VelocityShares Daily 4X Long AUD vs USD Ind due Dec 2032 of CGMHI (and registrant’s guaranty)
|
NYSE Arca
|
VelocityShares® Long LIBOR ETNs due August 16, 2032 of CGMHI (and registrant’s guaranty with respect thereto)
|
ULBR
|
VelocityShares Long LIBOR ETNs due Aug 2032 of CGMHI (and registrant’s guaranty)
|
NYSE Arca
|
VelocityShares® Short LIBOR ETNs due August 16, 2032 of CGMHI (and registrant’s guaranty with respect thereto)
|
DLBR
|
VelocityShares Short LIBOR ETNs due Aug 2032 of CGMHI (and registrant’s guaranty)
|
NYSE Arca
|
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)
|
UWT
|
VelocityShares 3x Long Crude ETNs due Dec 2031 of CGMHI (and registrant’s guaranty)
|
NYSE Arca
|
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)
|
DWT
|
VelocityShares 3x Inverse Crude due Dec 2031 of CGMHI (and registrant’s guaranty)
|
NYSE Arca
|
Medium-Term Senior Notes, Series N, Callable Step-Up Coupon Notes due March 31, 2036 of CGMHI (and registrant’s guaranty with respect thereto)
|
C/36A
|
MTN, Series N, Callable Step-Up Coupon Notes due Mar 2036 of CGMHI (and registrant’s guaranty)
|
New York Stock Exchange
|
Medium-Term Senior Notes, Series G, Callable Fixed Rate Notes due January 13, 2027
|
C27C
|
MTN, Series G, Callable Fixed Rate Notes due Jan 2027
|
New York Stock Exchange
|