CITIGROUP INC (Form: 10-Q, Received: 05/04/2020 17:31:18)

Three Months Ended March 31,

In millions of dollars

U.S. plans

Non-U.S. plans

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)



☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2020



☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 1-9924

Citigroup Inc.

(Exact name of registrant as specified in its charter)



Delaware			52-1568099
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)
388 Greenwich Street,	New York	NY	10013
(Address of principal executive offices)			(Zip code)

(212) 559-1000

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934 formatted in Inline XBRL: See Exhibit 99.01

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

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

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



Large accelerated filer	☒	Accelerated filer	☐	Non-accelerated filer	☐	Smaller reporting company	☐
						Emerging growth company	☐

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

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

Number of shares of Citigroup Inc. common stock outstanding on March 31, 2020: 2,081,808,009

Available on the web at www.citigroup.com

CITIGROUP’S FIRST QUARTER 2020—FORM 10-Q



OVERVIEW	1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	3
Executive Summary	3
COVID-19 Overview	5
RISK FACTORS	9
Summary of Selected Financial Data	11
SEGMENT AND BUSINESS—INCOME (LOSS) AND REVENUES	13
SEGMENT BALANCE SHEET	14
Global Consumer Banking (GCB)	16
North America GCB	18
Latin America GCB	20
Asia GCB	22
Institutional Clients Group	24
Corporate/Other	28
OFF-BALANCE SHEET ARRANGEMENTS	29
CAPITAL RESOURCES	30
MANAGING GLOBAL RISK TABLE OF CONTENTS	44
MANAGING GLOBAL RISK	45
SIGNIFICANT ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES	81
DISCLOSURE CONTROLS AND PROCEDURES	84
DISCLOSURE PURSUANT TO SECTION 219 OF THE IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT	84
FORWARD-LOOKING STATEMENTS	85
FINANCIAL STATEMENTS AND NOTES TABLE OF CONTENTS	87
CONSOLIDATED FINANCIAL STATEMENTS	88
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)	96
UNREGISTERED SALES OF EQUITY SECURITIES, REPURCHASES OF EQUITY SECURITIES AND DIVIDENDS	200

OVERVIEW

This Quarterly Report on Form 10-Q should be read in conjunction with Citigroup’s Annual Report on Form 10-K for the year ended December 31, 2019 (2019 Annual Report on Form 10-K).

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

Certain reclassifications, including a realignment of certain businesses, have been made to the prior periods’ financial statements and disclosures to conform to the current period’s presentation. For additional information on certain recent reclassifications, see Note 1 to the Consolidated Financial Statements below and Notes 1 and 3 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K.

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

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

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


(1)	Latin America GCB consists of Citi’s consumer banking business in Mexico.


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


(3)	North America includes the U.S., Canada and Puerto Rico, Latin America includes Mexico and Asia includes Japan.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS

EXECUTIVE SUMMARY

First Quarter of 2020—Results Demonstrated Financial Strength and Operational Resilience in a Challenging Environment

As described further throughout this Executive Summary, during the first quarter of 2020, Citi demonstrated financial strength and operational resilience, despite a significant deterioration in economic conditions late in the quarter due to the rapidly evolving COVID-19 pandemic and while protecting the health, safety and welfare of its employees and supporting its customers and communities:

•

Citi’s earnings were significantly reduced by higher reserves taken during the quarter. Citi built approximately $4.9 billion of net loan loss reserves, reflecting the impact of changes in Citi’s economic outlook on estimated lifetime losses on the March 31, 2020 portfolios under the new Current Expected Credit Losses (CECL) standard due to the COVID-19 pandemic. Despite the challenging environment, Citi had solid revenue growth in Institutional Clients Group (ICG), reflecting strong performance in fixed income and equity markets, as well as mark-to-market gains on loan hedges, partially offset by a decline in treasury and trade solutions, due to the impact of lower interest rates and lower corporate lending revenues.


•	Citi also had revenue growth in Global Consumer Banking (GCB), as solid performance in Citi-branded cards in North America GCB was partially offset by lower revenues in Asia GCB, reflecting the initial impact of the COVID-19 pandemic on customer behavior.


•	Citi demonstrated good expense discipline, resulting in expenses that were largely unchanged from the prior year, as well as positive operating leverage and 27% improvement in operating margin.


•	Citi maintained credit discipline, while supporting clients.


•	Citi had broad-based loan and deposit growth across GCB and ICG.

•

Citi returned $4.0 billion of capital to its shareholders in the form of common stock repurchases and dividends; Citi repurchased approximately 41 million common shares, contributing to a 10% reduction in average outstanding common shares from the prior year. As previously announced, in March 2020, Citi along with other major U.S. banks took the proactive step to suspend share repurchases to further bolster capital and liquidity positions, in order to allow additional capacity to support clients during this time of uncertainty.


•	Citi continues to support its customers and clients as well as the broader economy during this challenging time, even as roughly 80% of its workforce is working remotely, and maintained strong regulatory capital and liquidity metrics.

For further information on Citi’s measures to support its employees, customers and clients in response to the COVID-19 pandemic, see “COVID-19 Overview” below.

As a result of the COVID-19 pandemic, the economic outlook for 2020 has been lowered substantially, and continued uncertainties around COVID-19, including, among others, the length and severity of the economic and public health impacts, have created a much more volatile operating environment that could negatively impact Citi’s businesses and future results during the remainder of 2020. For a discussion of risks and uncertainties related to the pandemic, see “COVID-19 Overview,” “Risk Factors” and each respective business’s results of operations below. For a discussion of additional risks and uncertainties that could affect Citi, see “Forward-Looking Statements” below and each respective business’s results of operations and “Managing Global Risk” and “Risk Factors” in Citi’s 2019 Annual Report on Form 10-K.

First Quarter of 2020 Results Summary

Citigroup

Citigroup reported net income of $2.5 billion, or $1.05 per share, compared to net income of $4.7 billion, or $1.87 per share, in the prior-year period. Net income declined 46%, primarily driven by higher loan loss reserves, reflecting the impact of changes in Citi’s economic outlook on estimated lifetime losses under CECL due to the COVID-19 pandemic. Earnings per share decreased 44%, as the decline in net income was partially offset by a 10% reduction in average diluted shares outstanding.

Citigroup revenues of $20.7 billion in the first quarter of 2020 increased 12% from the prior-year period, primarily reflecting higher revenues in ICG, including higher revenues in fixed income and equity markets as well as the benefit of mark-to-market gains on loan hedges.

Citigroup’s end-of-period loans increased 6% to $721 billion. Excluding the impact of FX translation, Citigroup’s end-of-period loans grew 8%, as 9% aggregate growth in ICG and GCB was partially offset by the continued wind-down of legacy assets in Corporate/Other. Citigroup’s end-of-period deposits increased 15% to $1.2 trillion. Excluding the impact of FX translation, Citigroup’s end-of-period deposits increased 17%, primarily driven by 21% growth in ICG and 8% growth in GCB. (Citi’s results of operations excluding the impact of FX translation are non-GAAP financial measures.)

Expenses

Citigroup operating expenses of $10.6 billion were largely unchanged versus the prior-year period, as continued investments in the franchise, higher compensation and volume-related expenses were offset by efficiency savings and the wind-down of legacy assets. Year-over-year, GCB and Corporate/Other operating expenses declined 1% and 24%, respectively, while ICG expenses increased 3%.

Cost of Credit

Citi’s total provisions for credit losses and for benefits and claims of $7.0 billion compared to $2.0 billion in the prior-year period. The increase reflected the loan loss reserve builds related to the impact of changes in Citi’s economic outlook on estimated lifetime losses on the March 31, 2020 portfolios under the CECL standard due to the COVID-19 pandemic.

Net credit losses of $2.1 billion increased 8%. Consumer net credit losses of $2.0 billion increased 6%, primarily reflecting volume growth and seasoning in the North America cards portfolios. Corporate net credit losses increased to $127 million from $79 million in the prior-year period.

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

Capital

Citigroup’s Common Equity Tier 1 (CET1) Capital ratio was 11.2% as of March 31, 2020, based on the Basel III Advanced Approaches framework for determining risk-weighted assets, compared to 11.9% as of March 31, 2019, based on the Basel III Standardized Approach for determining risk-weighted assets. The decline in the ratio primarily reflected an increase in risk-weighted assets, as Citi further supported its clients during the quarter, as well as increased market volatility and the widening of credit spreads. Citigroup’s Supplementary Leverage ratio as of March 31, 2020 was 6.0%, compared to 6.4% as of March 31, 2019. For additional information on Citi’s capital ratios and related components, see “Capital Resources” below.

Global Consumer Banking

GCB net loss of $0.8 billion, compared to income of $1.3 billion in the prior-year period, reflected higher cost of credit, partially offset by higher revenues and lower expenses. GCB operating expenses of $4.4 billion decreased 1%. Excluding the impact of FX translation, expenses were largely unchanged, as efficiency savings were offset by continued investments in the franchise and volume-driven growth.

GCB revenues of $8.2 billion increased 1%. Excluding the impact of FX translation, revenues increased 2%, as growth in North America GCB was partially offset by lower revenues in Asia GCB, reflecting the early impact of the COVID-19 pandemic on customer behavior. North America GCB revenues of $5.2 billion increased 4%, primarily driven by growth in Citi-branded cards and Citi retail services, while retail banking revenues were largely unchanged. In North America GCB, Citi-branded cards revenues of $2.3 billion increased 7%, reflecting volume growth as well as spread expansion. Citi retail services revenues of $1.7 billion increased 4%, reflecting a reduction in partner payments and higher average loans. Retail banking revenues of $1.1 billion were largely unchanged versus the prior-year period, as deposit growth and higher mortgage revenues were offset by lower deposit spreads.

North America GCB average deposits of $161 billion increased 8% year-over-year, average retail banking loans of $51 billion increased 6% year-over-year and assets under

management of $62 billion declined 6% (including the impact of market movements). Average Citi-branded card loans of $92 billion increased 5%, while Citi-branded card purchase sales of $86 billion increased 3%, including pressure during the latter part of March, driven by reduced client activity related to the COVID-19 pandemic. Average Citi retail services loans of $51 billion increased 1%, while Citi retail services purchase sales of $18 billion decreased 3%, including pressure during the latter part of March, driven by reduced client activity and store closures related to COVID-19. For additional information on the results of operations of North America GCB for the first quarter of 2020, see “Global Consumer Banking—North America GCB” below.

International GCB revenues (consisting of Latin America GCB and Asia GCB (which includes the results of operations in certain EMEA countries)), of $3.0 billion declined 5% versus the prior-year period. Excluding the impact of FX translation, international GCB revenues declined 1%. On this basis, Latin America GCB revenues were largely unchanged. Excluding the impact of a residual gain in the prior-year period on the sale of an asset management business, revenues increased 3%, driven by deposit growth and improved spreads in cards. Asia GCB revenues decreased 1%, as growth in fees on investments and foreign currency transactions was more than offset by lower revenues in cards, reflecting lower sales volumes due to COVID-19. For additional information on the results of operations of Latin America GCB and Asia GCB for the first quarter of 2020, including the impact of FX translation, see “Global Consumer Banking—Latin America GCB” and “Global Consumer Banking—Asia GCB” below.

Year-over-year, international GCB average deposits of $129 billion increased 8%, average retail banking loans of $73 billion increased 6%, assets under management of $83 billion decreased 6% (including the impact of market movements), average card loans of $24 billion increased 1% and card purchase sales of $24 billion decreased 4%, all excluding the impact of FX translation.

Institutional Clients Group

ICG net income of $3.6 billion increased 7%, primarily driven by higher revenues, partially offset by higher cost of credit and expenses. ICG operating expenses increased 3% to $5.8 billion, primarily driven by higher compensation costs, continued investments and volume-driven growth, partially offset by efficiency savings.

ICG revenues of $12.5 billion increased 25%, reflecting a 13% increase in Banking revenues and a 37% increase in Markets and securities services revenues. The increase in Banking revenues included the impact of $816 million of gains on loan hedges related to corporate lending and the private bank, compared to losses of $231 million related to corporate lending in the prior-year period.

Banking revenues of $5.2 billion (excluding the impact of gains (losses) on loan hedges) decreased 6%, as declines in both corporate lending and treasury and trade solutions were partially offset by higher revenues in the private bank. Investment banking revenues of $1.4 billion were largely unchanged, as growth in advisory and equity underwriting was offset by a decline in debt underwriting. Advisory revenues

increased 2% to $386 million, equity underwriting revenues increased 5% to $180 million and debt underwriting revenues declined 2% to $784 million.

Treasury and trade solutions revenues of $2.4 billion declined 5%, and 2% excluding the impact of FX translation, as strong client engagement and growth in deposits were more than offset by the impact of lower interest rates. Private bank revenues of $949 million increased 8% (excluding the impact of gains (losses) on loan hedges), driven by higher lending and deposit volumes as well as increased capital markets activity, partially offset by lower deposit spreads. Corporate lending revenues of $1.3 billion increased from $518 million in the prior-year period. Excluding the impact of gains (losses) on loan hedges, corporate lending revenues decreased 40%, primarily reflecting an adjustment to the residual value of a lease financing, as well as other marks on the portfolio.

Markets and securities services revenues of $6.5 billion increased 37%. Fixed income markets revenues of $4.8 billion increased 39%, reflecting strength in rates and currencies and commodities. Equity markets revenues of $1.2 billion increased 39%, with strong performance in derivatives, including an increase in client activity, due to higher volatility. Securities services revenues of $645 million increased 1%, and 5% excluding the impact of FX translation, reflecting higher client activity and deposit volumes, partially offset by lower spreads. For additional information on the results of operations of ICG for the first quarter of 2020, see “Institutional Clients Group” below.

Corporate/Other

Corporate/Other net loss was $351 million in the first quarter of 2020, compared to a net loss of $11 million in the prior-year period, driven by higher cost of credit, reflecting loan loss reserves on Citi’s residual legacy portfolio under the CECL standard, and lower revenues, partially offset by a decrease in expenses. Operating expenses of $416 million declined 24%, reflecting the continued wind-down of legacy assets, partially offset by higher infrastructure costs as well as incremental costs associated with COVID-19, including special compensation awarded to 75,000 employees most directly impacted by the pandemic. Corporate/Other revenues of $73 million declined 84%, reflecting the wind-down of legacy assets, the impact of lower interest rates and marks on legacy securities. For additional information on the results of operations of Corporate/Other for the first quarter of 2020, see “Corporate/Other” below.

COVID-19 OVERVIEW

In addition to the widespread public health implications, the emergence of the COVID-19 pandemic has had an extraordinary impact on macroeconomic conditions in the U.S. and around the world. The health and safety of Citi’s employees and their families, as well as Citi’s customers, clients and communities it serves, are of the utmost importance. As this health crisis has unfolded, Citi has continued to take proactive measures to preserve their well-being while maintaining its ability to serve customers and clients.

During the pandemic, Citi remained well positioned from a capital and liquidity perspective, and has maintained strong business operations. At quarter end, Citi had a CET1 Capital ratio of 11.2%, a Supplementary Leverage Ratio of 6.0% and a Liquidity Coverage Ratio of 115%, with $840 billion of available liquidity (see “Managing Global Risk—Liquidity Risk” below). As discussed below and elsewhere throughout this Form 10-Q, Citi's businesses, results of operations and financial condition have been impacted by economic dislocations caused by the COVID-19 pandemic. Governments and central banks globally have taken a series of aggressive actions to support the economy and mitigate the systemic impacts of the pandemic, and Citi continues to proactively assess and utilize these measures where appropriate.

Citi’s COVID-19 Response—Supporting Employees, Customers and Communities

Citi Employees


•	Approximately 80% of Citi employees around the world are working remotely.


•	Citi is providing more than 75,000 employees globally with a special compensation award to help ease the financial burden of the crisis. This includes a $1,000 special payment to eligible colleagues in the U.S. Outside the U.S., the amount of the award is based on local market compensation levels.


•	Employees who cannot work due to COVID-19-related challenges continue to be compensated.


•	Clinical staff have been working to support our employees.


•	Extra cleaning protocols and protective supplies have been put in place at Citi sites, branches and ATMs, and staff have been educated on preventive measures.

Global Consumer Banking Customers

North America GCB: In the U.S., Citi was one of the first banks to announce assistance measures for impacted customers and has since expanded its support. These measures include:


•	Credit Cards: Waivers on late fees and deferral of minimum payments for two payment cycles.


•	Retail Banking / Small Businesses: Waivers on fees including non-Citi ATM fees and monthly service fees.


•	Mortgages: In addition to extending existing treatment options, Citi is suspending foreclosures for 60 days.


•	Small Businesses: Citi is participating in the Small Business Administration’s (SBA) Paycheck Protection Program (see “Small Business Administration’s Paycheck Protection Program” below).

Asia GCB: Citi`s assistance measures include a wide array of programs for different types of products, providing short- and medium-term relief to customers in various countries. In certain countries, the local regulators mandated relief programs to counter the economic stress as a result of the

COVID-19 outbreak. Relief has been provided to credit card, mortgage, margin product and personal loan customers in the form of:


•	Payment deferrals for revolving products and overdrafts of up to 3 months


•	Payment deferrals for installment loans up to 12 months


•	Interest and fee waivers


•	Reduction in minimum due payments

Latin America GCB: In Mexico, assistance measures for impacted credit card, mortgage, personal loan, payroll loan and small business banking customers in the form of:


•	Deferral of minimum payments for up to 6 months


•	Temporary interest rate reductions


•	Waivers on certain fees

Although some of Citi`s customer relief programs were introduced recently, programs in effect during the first quarter totaled approximately $1 billion of loan balances as of quarter end, excluding troubled debt restructurings (see “Troubled Debt Restructuring (TDR) Relief” below). These loan balances are expected to increase in the second quarter of 2020, as many programs were introduced toward the end of the first quarter of 2020 and have subsequently expanded. Loan balances for programs in effect during the first quarter were primarily concentrated in Asia GCB.

Corporate Clients


•	Citi is prudently extending credit to corporate clients to support their liquidity objectives and business needs.


•	Clients have drawn approximately $25 billion in financing on previously extended credit facilities.


•	More than $21 billion of new credit facilities have been approved.


•	Citi facilitated $292 billion of clients’ new debt issuances in the investment-grade debt markets during the first quarter of 2020.


•	Citi is leveraging digital capabilities to assist clients with supply chain management and liquidity optimization.

Communities

Citi, the Citi Foundation and Citi colleagues are supporting those immediately impacted by the crisis through a variety of efforts. Citi is donating its net profits earned through its participation in the Paycheck Protection Program to the Citi Foundation. The Citi Foundation will use the funds to expand

its COVID-19 U.S. Small Business Relief Program to support efforts by Community Development Financial Institutions to serve small, diverse entrepreneurs who may not fully qualify for federal government stimulus funding. To date, Citi and the Citi Foundation have committed over $65 million in support of COVID-19 community relief efforts. Citi has also launched an employee matching campaign to further extend employee contributions in support of COVID-19 relief efforts. Citi has also organized donations of Personal Protective Equipment (PPE) to healthcare workers and is facilitating other assistance measures such as meals for food banks.

Citi’s Management of COVID-19 Risks

Citi has responded on multiple fronts to the recent challenges of the COVID-19 pandemic to support the ongoing needs of its customers and clients, while concurrently maintaining safety and soundness standards throughout the crisis.

Citi’s dedicated continuity of business and crisis management groups are managing Citi’s protocols in response to the COVID-19 pandemic. These protocols provide for the safety and well-being of Citi’s staff, while continuing to maintain high levels of client servicing across all of the markets in which Citi operates. These protocols address the prioritization of critical processing; ability of staff and third parties to support these processes from remote work locations; deployment of new hardware to support technology needs; and ongoing monitoring to assess controls and service levels. Planning for Citi’s return-to-office strategy is ongoing.

Citi’s organizational response to the COVID-19 pandemic was governed by Citi’s Executive Management Team and driven through regional task forces that were deployed initially in Asia and subsequently in EMEA, North America and Latin America as the pandemic spread. Led by regional CEOs and their management teams, these groups focused on COVID-19 pandemic responses, the implementation of continuity of business plans, locational and staffing strategies and responses to customer and client needs.

Throughout the crisis, Citi has also worked closely with U.S. authorities and host governments on implementing immediate policy responses and financial assistance structures to mitigate the systemic impacts of the pandemic. Citi also continues to engage closely with customers and clients, regulators and other relevant stakeholders to assure alignment on all COVID-19 pandemic-related matters.

Citi expects that overall revenues in the near term, including GCB and ICG revenues, could be adversely impacted by the lower interest rate environment as well as the challenging macroeconomic and market conditions, including the effects related to the severity and duration of the COVID-19 pandemic as well as the responses of governments, customers and clients. In particular, Asia GCB experienced some initial impact of the COVID-19 pandemic on customer behavior in the first quarter of 2020, while North America GCB and Latin America GCB began to experience impacts, such as significant declines in cards purchase sales, only during the second half of March 2020. Citi expects that these impacts to its GCB businesses, including lower purchase sales and loan volumes, will continue at least through the second quarter of 2020.

In addition, Citi’s operating expenses may be impacted by uncertainties related to the pandemic, including, among other things, the continued efforts to protect and support Citigroup’s employees and to support Citi’s customers and clients digitally.

Moreover, Citi, including GCB and ICG, expects to experience higher net credit losses given Citi’s current economic forecasts, and a continued significant impact on its reserves for credit losses, especially if the economic environment continues to, or under the CECL standard is forecasted to, deteriorate. ICG expects net credit loss reserve builds due to further credit downgrades. For additional information about significant risks to Citi from the COVID-19 pandemic, see “Risk Factors” below.

Balance Sheet and Other Impacts Related to COVID-19

Balance Sheet Trends

As of March 31, 2020, Citi’s end-of-period balance sheet grew 13% from the prior-year period (16% excluding the impact of FX translation) and 14% sequentially (16% excluding the

impact of FX translation), as it supported both its consumer

and institutional clients through the uncertainty caused by the COVID-19 pandemic, while maintaining a strong capital and

liquidity profile. This included year-over-year loan growth of 6% (8% excluding the impact of FX translation) and deposit growth of 15% (17% excluding the impact of FX translation), both reflecting significant growth in ICG. For additional information, see “Liquidity Risk” below.

Impact of CECL on Citi’s Allowance for Credit Losses

On January 1, 2020, Citi adopted the new CECL standard and recorded a $4.1 billion, or an approximate 29%, increase in the allowance for credit losses. As discussed above, during the quarter Citi also built approximately $4.9 billion of net loan loss reserves, reflecting the impact of changes in Citi’s

economic outlook on estimated lifetime losses under the CECL standard due to the COVID-19 pandemic.

The table below shows the impact of Citi’s adoption of CECL and the credit reserve builds during the quarter. For additional information on Citi’s updated accounting policy on accounting for credit losses under CECL, see Notes 1 and 14 to the Consolidated Financial Statements.



	Allowance for credit losses (ACL)
In millions of dollars	Balance December 31, 2019		CECL transition impact			Balance January 1, 2020		Build in first quarter of 2020		FX/Other in first quarter of 2020			Balance March 31, 2020		ACLL/EOP loans March 31, 2020⁽¹⁾
Cards⁽¹⁾	$	8,419	$	4,456		$	12,875	$	2,420	$	(215	)	$	15,080	9.48	%
All other GCB	1,200		566			1,766		413		(217		)	1,962
Global Consumer Banking	$	9,619	$	5,022		$	14,641	$	2,833	$	(432	)	$	17,042	6.10	%
Institutional Clients Group	2,886		(717		)	2,169		1,316		(34		)	3,451		0.81
Corporate/Other	278		(104		)	174		187		(13		)	348
Allowance for credit losses on loans (ACLL)	$	12,783	$	4,201		$	16,984	$	4,336	$	(479	)	$	20,841	2.91	%
Allowance for credit losses on unfunded lending commitments	1,456		(194		)	1,262		557		(6		)	1,813
Other	—		96			96		2		32			130
Total allowance for credit losses (ACL)	$	14,239	$	4,103		$	18,342	$	4,895	$	(453	)	$	22,784


(1)	As of March 31, 2020, in North America GCB, Citi-branded cards ACLL/EOP loans was 8.2% and Citi retail services ACLL/EOP loans was 12.6%.

Accumulated Other Comprehensive Income (AOCI)

In the first quarter of 2020, Citi's AOCI was a net after-tax gain of $3.8 billion, driven primarily by COVID-19-related economic disruptions in financial markets. Citi’s own credit spreads widened, resulting in a $3.1 billion (after-tax) DVA gain on Citi’s debt accounted for under the fair value option. Currency fluctuations resulted in a $4.1 billion currency translation adjustment loss, which was driven by the strengthening of the U.S. dollar against most currencies. Other significant drivers were a net $3.1 billion increase in unrealized gains on AFS investment securities, which was driven by the reductions in interest rates, and a $1.9 billion gain on cash flow hedges. The DVA gain and cash flow hedge gain do not have an impact on regulatory capital. For

additional information on the components of Citi’s AOCI, see Note 17 to the Consolidated Financial Statements.

Common Stock Repurchases

As discussed above, on March 15, 2020, Citi joined other major U.S. banks in suspending stock repurchases to further bolster Citi’s capital and liquidity positions, in order to allow additional capacity to support clients in light of the COVID-19 pandemic. There was no change to Citi’s dividend policy. For additional information, see “Equity Security Repurchases” below.

Principal Transactions Revenues

Global trading markets experienced significant increases in volatility, trading volumes and movements. Citi’s principal transactions revenues, recorded in ICG, were $5.4 billion in the first quarter of 2020, an increase of $2.7 billion from the prior-year period. For additional information on Citi’s trading results, see “Institutional Clients Group” and Note 6 to the Consolidated Financial Statements.

Goodwill and Intangible Assets and Other Long-Lived Assets

Goodwill, intangible assets and other long-lived assets were evaluated for impairment triggers as of March 31, 2020 and it was determined that there was no indication of impairment. For additional information, see Note 15 to the Consolidated Financial Statements.

Certain Key Government Actions in Support of the Economy

U.S. Government-Sponsored Liquidity Programs

During the first quarter of 2020, the Federal Reserve Board (FRB) introduced several liquidity facilities in response to the funding market volatility caused by the COVID-19 pandemic. Citi has participated in several of the U.S. government-sponsored liquidity programs, including the Money Market Mutual Fund Liquidity Facility (MMLF), the Primary Dealer Credit Facility (PDCF) and Discount Window (DW) in order to facilitate client activity and support the FRB actions to provide additional liquidity into the market. Citi has also participated in the Paycheck Protection Program Lending Facility (PPPLF), which was established to facilitate lending under the SBA’s Paycheck Protection Program (see “Small Business Administration’s Paycheck Protection Program” below). The amounts Citi sourced from these facilities were not significant to Citi’s overall liquidity profile, which remains strong and highly liquid. For additional information about Citi’s liquidity resources, see “Managing Global Risk—Liquidity Risk” below.

U.S. Banking Agencies Regulatory Capital Relief

The U.S. banking agencies issued several interim final rules during March and April 2020 to revise the current regulatory capital standards applicable to Citi, in light of the COVID-19 pandemic. These interim final rules revised regulatory capital requirements to provide banking organizations with additional flexibility to support households and businesses. These include:


•	Easing of capital distribution limits in the event of regulatory capital buffer breaches, which provides some flexibility to continue distributing capital under certain circumstances.

•

Modification of the CECL transition provision to defer the January 1, 2020 capital impact to January 1, 2022 and to provide additional capital relief for ongoing increases in credit reserves. Citi’s reported Common Equity Tier 1 Capital ratio at March 31, 2020, reflecting the modified CECL transition provision, was 33 bps higher than Citi’s Common Equity Tier 1 Capital ratio reflecting the full

impact of CECL on regulatory capital.

•

Temporary Supplementary Leverage Ratio (SLR) relief for bank holding companies, commencing in the second quarter of 2020, allowing Citigroup to temporarily expand its balance sheet by excluding U.S. Treasury securities and deposits with the FRB from the SLR denominator. If the rule had been in effect at March 31, 2020, Citigroup’s SLR would have increased by 69 bps. The SLR requirements for Citibank were unchanged by the FRB’s interim final rule.

For additional information about regulatory capital relief provided by the U.S. banking agencies, see “Capital Resources” below.

Troubled Debt Restructuring (TDR) Relief

Under U.S. GAAP, banks are required to assess modifications to a loan’s terms for potential classification as a TDR. A loan to a borrower experiencing financial difficulty is classified as a TDR when a lender grants a concession that it would otherwise not consider, such as a payment deferral or interest concession. In order to encourage banks to work with impacted borrowers, the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) and U.S. banking agencies have provided relief from TDR accounting. The main benefits of TDR relief include a capital benefit in the form of reduced risk-weighted assets, as TDRs are more heavily risk-weighted for capital purposes; aging of the loans is frozen, i.e., they will continue to be reported in the same delinquency bucket they were in at the time of modification; and the loans are generally not reported as non-accrual during the modification period.

Small Business Administration’s Paycheck Protection Program

The Paycheck Protection Program (PPP) authorizes the origination of forgivable loans to small businesses to pay their employees during the COVID-19 pandemic. Loan terms are the same for all businesses. Citi is participating in the PPP and has approved applications representing more than $3.3 billion in loans as of May 1, 2020. Citi remains committed to supporting small businesses.

RISK FACTORS

Macroeconomic and Other Challenges and Uncertainties Related to the COVID-19 Pandemic Will Likely Continue to Have Negative Impacts on Citi’s Businesses and Results of Operations and Financial Condition.

The COVID-19 pandemic has had, and will likely continue to have, negative impacts on Citi’s businesses, revenues, expenses, credit costs and overall results of operations and financial condition, which could be material. The pandemic and responses to it have had, and will likely continue to have, a severe impact on global economic conditions, including:


•	sharply reduced U.S. and global economic output and employment;


•	disruption of global supply chains;


•	significant disruption and volatility in financial markets;


•	temporary closures, reduced activity and failures of many businesses, leading to loss of revenues and net losses; and


•	the institution of social distancing and restrictions on movement in the United States and other countries.

The extent of the COVID-19 pandemic’s impact on Citi’s financial performance and operations, including its ability to execute its business initiatives and strategies, will depend on future developments in the U.S. and globally, which are uncertain and cannot be predicted, including the duration and further spread of the disease. The impact will in part be dependent on government and other actions taken to lessen the health and economic repercussions, such as restrictions on movement of people, transportation and businesses, and various fiscal, monetary and other governmental actions. Ongoing legislative and regulatory changes in the U.S. and globally to address the economic impact from the pandemic, such as consumer and corporate relief measures, could further affect Citi’s businesses and results. Citi could also face challenges, including legal and reputational, and scrutiny in its implementation of and ongoing efforts to provide these relief measures. In addition, the different types of government actions could vary in scale and duration across jurisdictions and regions with varying degrees of effectiveness. The impact of the pandemic on Citi’s consumer and corporate borrowers will also vary by region, sector or industry, with some borrowers experiencing greater stress levels, which could lead to increased pressure on the results of operations and financial condition of such borrowers, increased borrowings or ratings downgrades, thus likely leading to higher loan losses. In addition, stress levels ultimately experienced by Citi’s borrowers may be different from and more intense than assumptions made in earlier estimates or models used by Citi during or prior to the emergence of the pandemic.

The pandemic may not be fully contained for an extended period of time, with the re-emergence of widespread infections possible. A prolonged health crisis could continue to reduce economic activity in the U.S. and other countries, resulting in a further decline in employment and business and consumer confidence. These factors could further negatively impact global economic activity and Citi’s consumer customers and corporate clients; cause a continued decline in Citi’s revenues

and the use of its products and services; and further increase Citi’s credit and other costs. These factors could also cause a continued increase in Citi’s balance sheet and risk-weighted assets, resulting in a decline in regulatory capital ratios or liquidity measures. Moreover, any disruption or failure of Citi’s performance of, or its ability to perform, key business functions, as a result of the continued spread of COVID-19 or otherwise, could adversely affect Citi’s operations.

A substantial portion of Citi’s employees have been affected by local COVID-19 restrictions and have been forced to work remotely. As a result, any disruption to Citi’s information technology systems, including from cyber incidents, could have adverse effects on Citi’s businesses. In addition, these systems interface with and depend on third-party systems, and Citi could experience service denials or disruptions if demand for such systems were to exceed capacity or if a third-party system fails or experiences any interruptions. Citi has also taken measures to maintain the health and safety of its employees; however, widespread illness could negatively affect staffing within certain functions, businesses or geographies. In addition, Citi’s ability to recruit, hire and onboard employees in key areas could be negatively impacted by global COVID-19 restrictions.

Further, it is unclear how the macroeconomic business environment or societal norms may be impacted after the pandemic. The post-COVID-19 environment may undergo unexpected developments or changes in financial markets, the fiscal, tax and regulatory environments and consumer customer and corporate client behavior. These developments and changes could have an adverse impact on Citi’s results of operations and financial condition. Ongoing business and regulatory uncertainties and changes may make Citi’s longer-term business, balance sheet and budget planning more difficult or costly. Citi, its management and its businesses may also experience increased or different competitive and other challenges in this environment. To the extent that Citi is not able to adapt or compete effectively, the Company could experience loss of business and its results of operations and financial condition could suffer.

For additional information about trends, uncertainties and risks related to the COVID-19 pandemic, as well as Citi’s management of COVID-19-related risks, see “COVID-19 Overview,” above.

For information about the other most significant risks and uncertainties that could impact Citi’s businesses, results of operations and financial condition, which could be exacerbated or realized by the COVID-19-related risks discussed above, see “Risk Factors” in Citi’s 2019 Annual Report on Form 10-K.

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RESULTS OF OPERATIONS

SUMMARY OF SELECTED FINANCIAL DATA—PAGE 1

Citigroup Inc. and Consolidated Subsidiaries



	First Quarter
In millions of dollars, except per share amounts	2020			2019			% Change
Net interest revenue	$	11,492		$	11,759		(2	)%
Non-interest revenue	9,239			6,817			36
Revenues, net of interest expense	$	20,731		$	18,576		12	%
Operating expenses	10,594			10,584			—
Provisions for credit losses and for benefits and claims	7,027			1,980			NM
Income from continuing operations before income taxes	$	3,110		$	6,012		(48	)%
Income taxes	576			1,275			(55	)
Income from continuing operations	$	2,534		$	4,737		(47	)%
Income (loss) from discontinued operations, net of taxes	(18		)	(2		)	NM
Net income before attribution of noncontrolling interests	$	2,516		$	4,735		(47	)%
Net income attributable to noncontrolling interests	(6		)	25			NM
Citigroup’s net income	$	2,522		$	4,710		(46	)%
Earnings per share
Basic
Income from continuing operations	$	1.06		$	1.88		(44	)%
Net income	1.05			1.88			(44	)
Diluted
Income from continuing operations	$	1.06		$	1.87		(43	)%
Net income	1.05			1.87			(44	)
Dividends declared per common share	0.51			0.45			13
Common dividends	$	1,081		$	1,075		1	%
Preferred dividends⁽¹⁾	291			262			11
Common share repurchases	2,925			4,055			(28	)

Table continues on the next page, including footnotes.

SUMMARY OF SELECTED FINANCIAL DATA—PAGE 2

Citigroup Inc. and Consolidated Subsidiaries



	First Quarter
In millions of dollars, except per share amounts, ratios and direct staff	2020			2019			% Change
At March 31:
Total assets	$	2,219,770		$	1,958,413		13	%
Total deposits	1,184,911			1,030,355			15
Long-term debt	266,098			243,566			9
Citigroup common stockholders’ equity	174,351			178,272			(2	)
Total Citigroup stockholders’ equity	192,331			196,252			(2	)
Average assets	2,079,719			1,939,414			7
Direct staff (in thousands)	201			203			(1	)
Performance metrics
Return on average assets	0.49		%	0.98		%
Return on average common stockholders’ equity⁽²⁾	5.2			10.2
Return on average total stockholders’ equity⁽²⁾	5.3			9.8
Return on tangible common equity (RoTCE)⁽³⁾	6.0			11.9
Efficiency ratio (total operating expenses/total revenues)	51.1			57.0
Basel III ratios
Common Equity Tier 1 Capital⁽⁴⁾	11.17		%	11.91		%
Tier 1 Capital⁽⁴⁾	12.61			13.44
Total Capital⁽⁴⁾	15.11			16.41
Supplementary Leverage ratio	5.97			6.43
Citigroup common stockholders’ equity to assets	7.85		%	9.10		%
Total Citigroup stockholders’ equity to assets	8.66			10.02
Dividend payout ratio⁽⁵⁾	48.6			24.1
Total payout ratio⁽⁶⁾	179.6			115.3
Book value per common share	$	83.75		$	77.09		9	%
Tangible book value (TBV) per share⁽³⁾	71.52			65.55			9


(1)	Certain series of preferred stock have semi-annual payment dates. See Note 9 to the Consolidated Financial Statements.


(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 reportable Common Equity Tier 1 Capital and Tier 1 Capital ratios were derived under the Basel III Advanced Approaches framework as of March 31, 2020, and the Basel III Standardized Approach as of March 31, 2019, whereas Citi’s reportable Total Capital ratio was the lower derived under the Basel III Advanced Approaches framework for all periods presented. This reflects the U.S. Basel III requirement to report the lower of risk-based capital ratios under both the Standardized Approach and Advanced Approaches in accordance with the Collins Amendment of the Dodd-Frank Act.


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


(6)	Total common dividends declared plus common stock repurchases as a percentage of net income available to common shareholders (Net income, less preferred dividends). See “Consolidated Statement of Changes in Stockholders’ Equity,” Note 9 to the Consolidated Financial Statements and “Equity Security Repurchases” below for the component details.

NM Not Meaningful

SEGMENT AND BUSINESS—INCOME (LOSS) AND REVENUES

CITIGROUP INCOME



	First Quarter
In millions of dollars	2020			2019			% Change
Income (loss) from continuing operations
Global Consumer Banking
North America	$	(910	)	$	707		NM
Latin America	(36		)	216			NM
Asia⁽¹⁾	191			397			(52	)
Total	$	(755	)	$	1,320		NM
Institutional Clients Group
North America	$	896		$	748		20	%
EMEA	1,035			1,125			(8	)
Latin America	526			540			(3	)
Asia	1,169			999			17
Total	$	3,626		$	3,412		6	%
Corporate/Other	(337		)	5			NM
Income from continuing operations	$	2,534		$	4,737		(47	)%
Discontinued operations	$	(18	)	$	(2	)	NM
Less: Net income attributable to noncontrolling interests	(6		)	25			NM
Citigroup’s net income	$	2,522		$	4,710		(46	)%


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

NM Not meaningful

CITIGROUP REVENUES



	First Quarter
In millions of dollars	2020		2019		% Change
Global Consumer Banking
North America	$	5,224	$	5,000	4	%
Latin America	1,199		1,272		(6	)
Asia⁽¹⁾	1,751		1,818		(4	)
Total	$	8,174	$	8,090	1	%
Institutional Clients Group
North America	$	4,947	$	3,269	51	%
EMEA	3,470		3,170		9
Latin America	1,418		1,268		12
Asia	2,649		2,311		15
Total	$	12,484	$	10,018	25	%
Corporate/Other	73		468		(84	)
Total Citigroup net revenues	$	20,731	$	18,576	12	%


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

SEGMENT BALANCE SHEET⁽¹⁾—MARCH 31, 2020



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, net of allowance	$	6,432	$	88,038	$	191,450		$	—		$	285,920
Securities borrowed and purchased under agreements to resell, net of allowance	93		262,157		286			—			262,536
Trading account assets	2,609		350,705		11,686			—			365,000
Investments, net of allowance	1,002		128,915		268,966			—			398,883
Loans, net of unearned income and allowance for credit losses on loans	262,277		429,128		8,774			—			700,179
Other assets, net of allowance	36,398		132,238		38,616			—			207,252
Net inter-segment liquid assets⁽⁴⁾	94,042		331,746		(425,788		)	—			—
Total assets	$	402,853	$	1,722,927	$	93,990		$	—		$	2,219,770
Liabilities and equity
Total deposits	$	293,896	$	878,252	$	12,763		$	—		$	1,184,911
Securities loaned and sold under agreements to repurchase	1,253		221,048		23			—			222,324
Trading account liabilities	1,929		161,608		458			—			163,995
Short-term borrowings	289		31,222		23,440			—			54,951
Long-term debt⁽³⁾	1,246		61,648		46,743			156,461			266,098
Other liabilities, net of allowance	17,077		98,262		19,170			—			134,509
Net inter-segment funding (lending)⁽³⁾	87,163		270,887		(9,258		)	(348,792		)	—
Total liabilities	$	402,853	$	1,722,927	$	93,339		$	(192,331	)	$	2,026,788
Total stockholders’ equity⁽⁵⁾	—		—		651			192,331			192,982
Total liabilities and equity	$	402,853	$	1,722,927	$	93,990		$	—		$	2,219,770


(1)	The supplemental information presented in the table above reflects Citigroup’s consolidated GAAP balance sheet by reporting segment as of March 31, 2020. The respective segment information depicts the assets and liabilities managed by each segment as of such date.


(2)	Consolidating eliminations for total Citigroup and Citigroup parent company assets and liabilities are recorded within Corporate/Other.


(3)	The total stockholders’ equity and the majority of long-term debt of Citigroup reside on the Citigroup parent company balance sheet. Citigroup allocates stockholders’ equity and long-term debt to its businesses through inter-segment allocations as shown above.


(4)	Represents the attribution of Citigroup’s liquid assets (primarily consisting of cash, marketable equity securities and available-for-sale debt securities) to the various businesses based on Liquidity Coverage Ratio (LCR) assumptions.


(5)	Corporate/Other equity represents noncontrolling interests.

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GLOBAL CONSUMER BANKING

Global Consumer Banking (GCB) consists of consumer banking businesses in North America, Latin America (consisting of Citi’s consumer banking business in Mexico) and Asia. GCB provides traditional banking services to retail customers through retail banking, Citi-branded cards and Citi retail services (for additional information on these businesses, see “Citigroup Segments” above). GCB is focused on its priority markets in the U.S., Mexico and Asia with 2,333 branches in 19 countries and jurisdictions as of March 31, 2020. At March 31, 2020, GCB had approximately $403 billion in assets and $294 billion in deposits.

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



	First Quarter
In millions of dollars, except as otherwise noted	2020			2019			% Change
Net interest revenue	$	7,072		$	6,940		2	%
Non-interest revenue	1,102			1,150			(4	)
Total revenues, net of interest expense	$	8,174		$	8,090		1	%
Total operating expenses	$	4,368		$	4,416		(1	)%
Net credit losses on loans	$	1,983		$	1,868		6	%
Credit reserve build (release) for loans	2,829			96			NM
Provision (release) for credit losses on unfunded lending commitments	(1		)	(3		)	67
Provisions for benefits and claims, HTM debt securities and other assets	20			12			67
Provisions for credit losses and for benefits and claims (PBC)	$	4,831		$	1,973		NM
Income (loss) from continuing operations before taxes	$	(1,025	)	$	1,701		NM
Income taxes (benefits)	(270		)	381			NM
Income (loss) from continuing operations	$	(755	)	$	1,320		NM
Noncontrolling interests	(1		)	—			(100	)
Net income (loss)	$	(754	)	$	1,320		NM
Balance Sheet data and ratios (in billions of dollars)
EOP assets	$	403		$	379		6	%
Average assets	406			380			7
Return on average assets	(0.75		)%	1.41		%
Efficiency ratio	53			55
Average deposits	$	290.1		$	271.7		7
Net credit losses as a percentage of average loans	2.75		%	2.70		%
Revenue by business
Retail banking	$	3,046		$	3,106		(2	)%
Cards⁽¹⁾	5,128			4,984			3
Total	$	8,174		$	8,090		1	%
Income (loss) from continuing operations by business
Retail banking	$	120		$	409		(71	)%
Cards⁽¹⁾	(875		)	911			NM
Total	$	(755	)	$	1,320		NM

Table continues on the next page, including footnotes.



Foreign currency (FX) translation impact
Total revenue—as reported	$	8,174		$	8,090		1	%
Impact of FX translation⁽²⁾	—			(115		)
Total revenues—ex-FX⁽³⁾	$	8,174		$	7,975		2	%
Total operating expenses—as reported	$	4,368		$	4,416		(1	)%
Impact of FX translation⁽²⁾	—			(66		)
Total operating expenses—ex-FX⁽³⁾	$	4,368		$	4,350		—	%
Total provisions for credit losses and PBC—as reported	$	4,831		$	1,973		NM
Impact of FX translation⁽²⁾	—			(26		)
Total provisions for credit losses and PBC—ex-FX⁽³⁾	$	4,831		$	1,947		NM
Net income—as reported	$	(754	)	$	1,320		NM
Impact of FX translation⁽²⁾	—			(15		)
Net income—ex-FX⁽³⁾	$	(754	)	$	1,305		NM


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


(2)	Reflects the impact of FX translation into U.S. dollars at the first quarter of 2020 average exchange rates for all periods presented.


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

Note: For information on the impact of Citi’s January 1, 2020 adoption of the new accounting standard on credit losses (CECL), see Note 1 to the Consolidated Financial Statements.

NM Not meaningful

NORTH AMERICA GCB

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

At March 31, 2020, North America GCB had 686 retail bank branches concentrated in the six key metropolitan areas of New York, Chicago, Miami, Washington, D.C., Los Angeles and San Francisco. Also as of March 31, 2020, North America GCB had approximately $50.8 billion in retail banking loans and $166.4 billion in deposits. In addition, North America GCB had approximately $137.3 billion in outstanding card loan balances.



	First Quarter
In millions of dollars, except as otherwise noted	2020			2019			% Change
Net interest revenue	$	5,036		$	4,897		3	%
Non-interest revenue	188			103			83
Total revenues, net of interest expense	$	5,224		$	5,000		4	%
Total operating expenses	$	2,536		$	2,572		(1	)%
Net credit losses on loans	$	1,526		$	1,408		8	%
Credit reserve build for loans	2,362			118			NM
Provision (release) for credit losses on unfunded lending commitments	(1		)	(3		)	67
Provisions for benefits and claims, HTM debt securities and other assets	5			6			(17	)
Provisions for credit losses and for benefits and claims	$	3,892		$	1,529		NM
Income (loss) from continuing operations before taxes	$	(1,204	)	$	899		NM
Income taxes (benefits)	(294		)	192			NM
Income (loss) from continuing operations	$	(910	)	$	707		NM
Noncontrolling interests	—			—			—
Net income (loss)	$	(910	)	$	707		NM
Balance Sheet data and ratios (in billions of dollars)
Average assets	$	246		$	226		9	%
Return on average assets	(1.49		)%	1.27		%
Efficiency ratio	49			51
Average deposits	$	161.3		$	149.6		8
Net credit losses as a percentage of average loans	3.18		%	3.08		%
Revenue by business
Retail banking	$	1,130		$	1,131		—	%
Citi-branded cards	2,347			2,195			7
Citi retail services	1,747			1,674			4
Total	$	5,224		$	5,000		4	%
Income (loss) from continuing operations by business
Retail banking	$	(73	)	$	21		NM
Citi-branded cards	(529		)	382			NM
Citi retail services	(308		)	304			NM
Total	$	(910	)	$	707		NM

NM Not meaningful

1Q20 vs. 1Q19

Net loss was $910 million in the first quarter of 2020, compared to net income of $707 million in the prior-year period, reflecting significantly higher cost of credit, partially offset by higher revenues and lower expenses.

Revenues increased 4%, reflecting growth in both Citi-branded cards and Citi retail services.

Retail banking revenues were largely unchanged, as deposit growth and higher mortgage revenues were offset by lower deposit spreads, reflecting lower interest rates. Average deposits increased 8%, while assets under management decreased 6%, reflecting the impact of market movements.

Cards revenues increased 6%. In Citi-branded cards revenues increased 7%, reflecting volume growth, as well as spread expansion. Average loans increased 5% and purchase sales increased 3%, reflecting momentum in the first two months of the first quarter, partially offset by the impact of the COVID-19 pandemic on customer behavior during the second half of March.

Citi retail services revenues increased 4%, primarily reflecting a reduction in partner payments and higher average loans (up 1%), while purchase sales decreased 3%, including the impact of the COVID-19 pandemic on customer behavior and store closures during the second half of March.

Expenses decreased 1%, as efficiency savings more than offset ongoing investments and higher volume-related expenses.

Provisions of $3.9 billion increased $2.4 billion from the prior-year period, driven by a higher net credit loss reserve build and higher net credit losses. Net credit losses increased 8%, primarily driven by higher net credit losses in Citi-branded cards (up 13% to $795 million) and Citi retail services (up 5% to $694 million). The increase in net credit losses reflected volume growth and seasoning in both cards portfolios.

The net loan loss reserve build in the current quarter was $2.4 billion, reflecting the impact of changes in the economic outlook, primarily driven by the COVID-19 pandemic, on estimated lifetime credit losses under CECL (compared to a build of $115 million in the prior-year period under prior accounting standards).

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

For additional information on CECL, see “Significant Accounting Policies and Estimates” below, and Notes 1 and 14 to the Consolidated Financial Statements.

For additional information about trends, uncertainties and risks related to the COVID-19 pandemic, see the “COVID-19 Overview” and “Risk Factors” sections above.

LATIN AMERICA GCB

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

At March 31, 2020, Latin America GCB had 1,411 retail branches in Mexico, with approximately $9.2 billion in retail banking loans and $19.8 billion in deposits. In addition, the business had approximately $4.5 billion in outstanding card loan balances.



	First Quarter
In millions of dollars, except as otherwise noted	2020			2019			% Change
Net interest revenue	$	887		$	877		1	%
Non-interest revenue	312			395			(21	)
Total revenues, net of interest expense	$	1,199		$	1,272		(6	)%
Total operating expenses	$	699		$	673		4	%
Net credit losses on loans	$	277		$	296		(6	)%
Credit reserve build (release) for loans	265			(2		)	NM
Provision for credit losses on unfunded lending commitments	—			—			—
Provisions for benefits and claims, HTM debt securities and other assets	15			6			NM
Provisions for credit losses and for benefits and claims (PBC)	$	557		$	300		86	%
Income (loss) from continuing operations before taxes	$	(57	)	$	299		NM
Income taxes (benefits)	(21		)	83			NM
Income (loss) from continuing operations	$	(36	)	$	216		NM
Net income (loss)	$	(36	)	$	216		NM
Balance Sheet data and ratios (in billions of dollars)
Average assets	$	35		$	33		6	%
Return on average assets	(0.41		)%	2.65		%
Efficiency ratio	58			53
Average deposits	$	22.9		$	22.7		1
Net credit losses as a percentage of average loans	6.67		%	6.98		%
Revenue by business
Retail banking	$	783		$	899		(13	)%
Citi-branded cards	416			373			12
Total	$	1,199		$	1,272		(6	)%
Income (loss) from continuing operations by business
Retail banking	$	(23	)	$	161		NM
Citi-branded cards	(13		)	55			NM
Total	$	(36	)	$	216		NM
FX translation impact
Total revenues—as reported	$	1,199		$	1,272		(6	)%
Impact of FX translation⁽¹⁾	—			(74		)
Total revenues—ex-FX⁽²⁾	$	1,199		$	1,198		—	%
Total operating expenses—as reported	$	699		$	673		4	%
Impact of FX translation⁽¹⁾	—			(36		)
Total operating expenses—ex-FX⁽²⁾	$	699		$	637		10	%
Provisions for credit losses and PBC—as reported	$	557		$	300		86	%
Impact of FX translation⁽¹⁾	—			(19		)
Provisions for credit losses and PBC—ex-FX⁽²⁾	$	557		$	281		98	%
Net income (loss)—as reported	$	(36	)	$	216		NM
Impact of FX translation⁽¹⁾	—			(12		)
Net income (loss)—ex-FX⁽²⁾	$	(36	)	$	204		NM


(1)	Reflects the impact of FX translation into U.S. dollars at the first quarter of 2020 average exchange rates for all periods presented.


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

NM Not meaningful

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

1Q20 vs. 1Q19

Net loss was $36 million in the first quarter of 2020, compared to net income of $204 million in the prior-year period, reflecting significantly higher cost of credit and higher expenses.

Revenues were largely unchanged. Excluding the impact of a residual gain (approximately $30 million) in the prior-year period on the sale of an asset management business, revenues increased 3%, primarily driven by deposit growth and improved spreads in cards.

Retail banking revenues decreased 8%. Excluding the residual gain in the prior-year period, retail banking revenues decreased 4%, as improved deposit spreads were more than offset by lower retirement services and insurance-related revenues. Average deposits were up 4%, while average loans were largely unchanged.

Cards revenues increased 18%, primarily driven by improved spreads and volume growth. Average cards loans grew 2%, while purchase sales were down 3%, including the impact of the COVID-19 pandemic on customer behavior during the second half of March.

Expenses increased 10%, as ongoing investment spending and episodic items were partially offset by efficiency savings.

Provisions increased $276 million, primarily driven by a net credit loss reserve build of $265 million in the current quarter (versus a $2 million net credit loss release in the prior-year period) reflecting the impact of changes in the economic outlook due to the COVID-19 pandemic on estimated lifetime credit losses under the CECL standard.

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

For additional information on CECL, see “Significant Accounting Policies and Estimates” below, and Notes 1 and 14 to the Consolidated Financial Statements.

For additional information about trends, uncertainties and risks related to the COVID-19 pandemic, see the “COVID-19 Overview” and “Risk Factors” sections above.

ASIA GCB

Asia GCB provides traditional retail banking and Citi-branded card products to retail and small business customers. During the first quarter of 2020, Asia GCB’s most significant revenues in Asia were from Singapore, Hong Kong, South Korea, Taiwan, India, Australia, Thailand, Philippines, Indonesia and Malaysia. Included within Asia GCB, traditional retail banking and Citi-branded card products are also provided to retail customers in certain EMEA countries, primarily the United Arab Emirates, Poland and Russia.

At March 31, 2020, on a combined basis, the businesses had 236 retail branches, approximately $60.2 billion in retail banking loans and $107.8 billion in deposits. In addition, the businesses had approximately $17.3 billion in outstanding card loan balances.



	First Quarter
In millions of dollars, except as otherwise noted⁽¹⁾	2020			2019			% Change
Net interest revenue	$	1,149		$	1,166		(1	)%
Non-interest revenue	602			652			(8	)
Total revenues, net of interest expense	$	1,751		$	1,818		(4	)%
Total operating expenses	$	1,133		$	1,171		(3	)%
Net credit losses on loans	$	180		$	164		10	%
Credit reserve build (release) for loans	202			(20		)	NM
Provision for credit losses on unfunded lending commitments	—			—			—
Provisions for credit losses	$	382		$	144		NM
Income from continuing operations before taxes	$	236		$	503		(53	)%
Income taxes	45			106			(58	)
Income from continuing operations	$	191		$	397		(52	)%
Noncontrolling interests	(1		)	—			—
Net income	$	192		$	397		(52	)%
Balance Sheet data and ratios (in billions of dollars)
Average assets	$	125		$	121		3	%
Return on average assets	0.62		%	1.33		%
Efficiency ratio	65			64
Average deposits	$	105.9		$	99.4		7
Net credit losses as a percentage of average loans	0.90		%	0.85		%
Revenue by business
Retail banking	$	1,133		$	1,076		5	%
Citi-branded cards	618			742			(17	)
Total	$	1,751		$	1,818		(4	)%
Income from continuing operations by business
Retail banking	$	216		$	227		(5	)%
Citi-branded cards	(25		)	170			NM
Total	$	191		$	397		(52	)%
FX translation impact
Total revenues—as reported	$	1,751		$	1,818		(4	)%
Impact of FX translation⁽²⁾	—			(41		)
Total revenues—ex-FX⁽³⁾	$	1,751		$	1,777		(1	)%
Total operating expenses—as reported	$	1,133		$	1,171		(3	)%
Impact of FX translation⁽²⁾	—			(30		)
Total operating expenses—ex-FX⁽³⁾	$	1,133		$	1,141		(1	)%
Provisions for credit losses—as reported	$	382		$	144		NM
Impact of FX translation⁽²⁾	—			(7		)
Provisions for credit losses—ex-FX⁽³⁾	$	382		$	137		NM
Net income—as reported	$	192		$	397		(52	)%
Impact of FX translation⁽²⁾	—			(3		)
Net income—ex-FX⁽³⁾	$	192		$	394		(51	)%


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


(2)	Reflects the impact of FX translation into U.S. dollars at the first quarter of 2020 average exchange rates for all periods presented.


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

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

1Q20 vs. 1Q19

Net income decreased 51%, reflecting significantly higher cost of credit and lower revenues, partially offset by lower expenses.

Revenues decreased 1%, as growth in fees on investments and foreign currency transactions was more than offset by lower revenues in cards and insurance, reflecting the initial impact of the COVID-19 pandemic on customer behavior.

Retail banking revenues increased 7%, primarily driven by higher fees on investments and foreign currency transactions due to higher volumes and volatility, partially offset by lower deposit spreads and insurance revenues. Average deposits increased 8% and average loans increased 7%. Assets under management declined 11%, reflecting the impact of market movements, while investment sales increased 53%. Retail lending revenues improved, reflecting growth in personal loans and mortgages.

Cards revenues decreased 14%, primarily driven by lower purchase sales (down 4%), reflecting the initial impact of the COVID-19 pandemic on customer behavior and a modest one-time gain in the prior-year quarter.

Expenses decreased 1%, as efficiency savings more than offset investment spending and volume-driven growth.

Provisions increased $245 million, primarily driven by a net credit loss reserve build in the current quarter (versus a $21 million net credit loss release in the prior-year period under prior accounting standards), reflecting the impact of changes in the economic outlook due to the COVID-19 pandemic on estimated lifetime credit losses under the CECL standard, as well as higher net credit losses (increase of 14%), primarily driven by volume growth.

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

For additional information on CECL, see “Significant Accounting Policies and Estimates” below, and Notes 1 and 14 to the Consolidated Financial Statements.

For additional information about trends, uncertainties and risks related to the COVID-19 pandemic, see the “COVID-19 Overview” and “Risk Factors” sections above.

INSTITUTIONAL CLIENTS GROUP

Institutional Clients Group (ICG) includes Banking and Markets and securities services (for additional information on these businesses, see “Citigroup Segments” above). ICG provides corporate, institutional, public sector and high-net-worth clients around the world with a full range of wholesale banking products and services, including fixed income and equity sales and trading, foreign exchange, prime brokerage, derivative services, equity and fixed income research, corporate lending, investment banking and advisory services, private banking, cash management, trade finance and securities services. ICG transacts with clients in both cash instruments and derivatives, including fixed income, foreign currency, equity and commodity products. For more information on ICG’s business activities, see “Institutional Clients Group” in Citi’s 2019 Annual Report on Form 10-K.

ICG’s international presence is supported by trading floors in approximately 80 countries and a proprietary network in 97 countries and jurisdictions. At March 31, 2020, ICG had approximately $1.7 trillion in assets and $878 billion in deposits, while two of its businesses—securities services and issuer services—managed approximately $18.7 trillion in assets under custody compared to $20.3 trillion at December 31, 2019 and $18.4 trillion at March 31, 2019.



	First Quarter
In millions of dollars, except as otherwise noted	2020			2019			% Change
Commissions and fees	$	1,222		$	1,154		6	%
Administration and other fiduciary fees	691			683			1
Investment banking	1,231			1,113			11
Principal transactions	5,359			2,638			NM
Other	(114		)	280			NM
Total non-interest revenue	$	8,389		$	5,868		43	%
Net interest revenue (including dividends)	4,095			4,150			(1	)
Total revenues, net of interest expense	$	12,484		$	10,018		25	%
Total operating expenses	$	5,810		$	5,619		3	%
Net credit losses on loans	$	127		$	78		63	%
Credit reserve build (release) for loans	1,316			(74		)	NM
Provision for credit losses on unfunded lending commitments	553			28			NM
Provisions for credit losses for HTM debt securities and other assets	8			—			—	%
Provisions for credit losses	$	2,004		$	32		NM
Income from continuing operations before taxes	$	4,670		$	4,367		7	%
Income taxes	1,044			955			9
Income from continuing operations	$	3,626		$	3,412		6	%
Noncontrolling interests	(1		)	11			NM
Net income	$	3,627		$	3,401		7	%
Balance Sheet data and ratios (in billions of dollars)
EOP assets (in billions of dollars)	$	1,723		$	1,472		17	%
Average assets (in billions of dollars)	1,580			1,460			8
Return on average assets	0.92		%	0.94		%
Efficiency ratio	47			56
Revenues by region
North America	$	4,947		$	3,269		51	%
EMEA	3,470			3,170			9
Latin America	1,418			1,268			12
Asia	2,649			2,311			15
Total	$	12,484		$	10,018		25	%
Income from continuing operations by region
North America	$	896		$	748		20	%
EMEA	1,035			1,125			(8	)
Latin America	526			540			(3	)
Asia	1,169			999			17
Total	$	3,626		$	3,412		6	%



Average loans by region (in billions of dollars)
North America	$	196	$	185	6	%
EMEA	88		84		5
Latin America	38		42		(10	)
Asia	73		74		(1	)
Total	$	395	$	385	3	%
EOP deposits by business (in billions of dollars)
Treasury and trade solutions	$	621	$	512	21	%
All other ICG businesses	257		227		13
Total	$	878	$	739	19	%

NM Not meaningful

ICG Revenue Details



	First Quarter
In millions of dollars	2020			2019			% Change
Investment banking revenue details
Advisory	$	386		$	378		2	%
Equity underwriting	180			172			5
Debt underwriting	784			804			(2	)
Total investment banking	$	1,350		$	1,354		—	%
Treasury and trade solutions	2,423			2,539			(5	)
Corporate lending—excluding gains (losses) on loan hedges⁽¹⁾	448			749			(40	)
Private bank—excluding gains (losses) on loan hedges⁽¹⁾	949			880			8
Total Banking revenues (ex-gains (losses) on loan hedges)	$	5,170		$	5,522		(6	)%
Gains (losses) on loan hedges⁽¹⁾	$	816		$	(231	)	NM
Total Banking revenues (including gains (losses) on loan hedges), net of interest expense	$	5,986		$	5,291		13	%
Fixed income markets	$	4,790		$	3,452		39	%
Equity markets	1,169			842			39
Securities services	645			638			1
Other	(106		)	(205		)	48
Total Markets and securities services revenues, net of interest expense	$	6,498		$	4,727		37	%
Total revenues, net of interest expense	$	12,484		$	10,018		25	%
Commissions and fees	$	189		$	174		9	%
Principal transactions⁽²⁾	3,549			2,377			49
Other	(59		)	150			NM
Total non-interest revenue	$	3,679		$	2,701		36	%
Net interest revenue	1,111			751			48
Total fixed income markets⁽³⁾	$	4,790		$	3,452		39	%
Rates and currencies	$	4,038		$	2,402		68	%
Spread products/other fixed income	752			1,050			(28	)
Total fixed income markets	$	4,790		$	3,452		39	%
Commissions and fees	$	362		$	293		24	%
Principal transactions⁽²⁾	774			396			95
Other	8			7			14
Total non-interest revenue	$	1,144		$	696		64	%
Net interest revenue	25			146			(83	)
Total equity markets⁽³⁾	$	1,169		$	842		39	%


(1)	Credit derivatives are used to economically hedge a portion of the private bank and corporate loan portfolio that includes both accrual loans and loans at fair value. Gains (losses) on loan hedges includes the mark-to-market on the credit derivatives and the mark-to-market on the loans in the portfolio that are at fair value. The

fixed premium costs of these hedges are netted against the private bank and corporate lending revenues to reflect the cost of credit protection. Citigroup’s results of operations excluding the impact of gains (losses) on loan hedges are non-GAAP financial measures.


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


(3)	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.

NM Not meaningful

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

1Q20 vs. 1Q19

Net income increased 7%, as significant growth in revenues was partially offset by significantly higher cost of credit and higher expenses.

Revenues were up 25%, reflecting higher Markets and securities services revenues (increase of 37%) and higher Banking revenues (increase of 13% including the gains (losses) on loan hedges). Excluding the impact of the gains (losses) on loan hedges, Banking revenues were down 6%, driven by lower revenues in treasury and trade solutions and corporate lending, partially offset by higher revenues in the private bank, while investment banking was largely unchanged. Markets and securities services revenues were up 37%, primarily driven by higher revenues in fixed income and equity markets, reflecting increased client activity due to higher market volatility, particularly later in the quarter related to the impact of the COVID-19 pandemic.

Within Banking:

•

Investment banking revenues were largely unchanged, as growth in equity underwriting and advisory revenues was offset by lower debt underwriting revenues. The increase in revenues reflected an improved market share despite a decline in the overall market wallet. Advisory revenues increased 2%, primarily driven by strength in North America. Equity underwriting revenues increased 5%, driven by growth in the market wallet, as well as share gains. Debt underwriting revenues decreased 2%, reflecting lower revenues in EMEA, Asia and Latin America, while investment-grade debt underwriting was up double digits, as the business assisted clients with sourcing liquidity in the evolving environment.

•

Treasury and trade solutions revenues decreased 5%. Excluding the impact of FX translation, revenues decreased 2%, reflecting a decline in both the cash and trade businesses. The decline in revenues in the cash business reflected the continued impact of lower rates, partially offset by strong deposit volumes. End-of-period deposits increased 21% (24% excluding the impact of FX translation), while average deposit balances increased 12% (13% excluding the impact of FX translation), both reflecting strong client engagement and solid growth across all regions. In trade, revenues were impacted by a decline in average trade loans (decline of 4%, or 3% excluding the impact of FX translation), as well as a decline in spreads. However, the business experienced an increase in demand for working capital finance solutions toward the end of the quarter.

•

Corporate lending revenues increased $746 million to $1.3 billion, reflecting gains on loan hedges as credit spreads widened during the quarter, reflecting the market volatility related to the COVID-19 pandemic. Excluding the impact of gains (losses) on loan hedges, revenues decreased 40%, driven primarily by an adjustment to the residual value of a lease financing asset, as well as marks on the portfolio, driven by the market volatility related to the pandemic. End-of-period loans were up 11% from December 31, 2019, as Citi continued to support clients during a challenging market environment with additional liquidity.


•	Private bank revenues increased 15%. Excluding the impact of gains on loan hedges, revenues increased 8%, reflecting particular strength in Asia. The increase in revenues reflected strong client activity, which drove higher capital markets revenues and higher loan and deposit volumes, partially offset by the continued impact of lower deposit spreads due to the lower interest rate environment.

Within Markets and securities services:

•

Fixed income markets revenues increased 39%, reflecting higher revenues across all regions, particularly later in the quarter due to the impact of market conditions related to the COVID-19 pandemic. Non-interest revenues increased, reflecting higher corporate and investor client activity as volatility, volumes and spreads reached record levels, particularly in rates and currencies and commodities. Net interest revenues also increased, reflecting lower funding costs as well as a change in the mix of trading positions in support of client activity.

•

Rates and currencies revenues increased 68%, primarily driven by higher G10 rates and currencies revenues in North America and EMEA, as Citi helped corporate and investor clients reposition their portfolios in a challenging market environment related to the impact of the COVID-19 pandemic, including record levels of volatility. Spread products and other fixed income revenues decreased 28%, as higher revenues in commodities, reflecting increased volatility related to the impact of the COVID-19 pandemic, were offset by lower revenues in spread products, reflecting a challenging environment, particularly in North America and EMEA.


•	Equity markets revenues increased 39%, driven by higher equity derivatives revenues across all regions, partially offset by a modest decline in prime finance, while cash equities revenues were largely unchanged. The increase in equity derivatives revenues reflected increased client

activity due to higher volatility, particularly later in the quarter related to the impact of the COVID-19 pandemic. Prime finance revenues declined modestly as underlying client momentum was more than offset by lower financing balances. Non-interest revenues increased, primarily driven by higher principal transactions and commissions and fee revenues, due to higher client activity and a more volatile trading environment related to the COVID-19 pandemic, as well as a change in the mix of trading positions in support of client activity.


•	Securities services revenues were up 1%. Excluding the impact of FX translation, revenues increased 5%, reflecting higher client activity and deposit volumes, partially offset by lower interest revenue as interest rates declined.

For additional information on trends in ICG’s deposit and trade loans, see “Managing Global Risk—Liquidity Risk—Loans” below.

Expenses increased 3%, as efficiency savings were more than offset by higher compensation costs, continued investments in the businesses and volume-related growth.

Provisions increased to $2.0 billion. Provisions for credit losses included net credit losses of $127 million, compared to $78 million in the prior-year period under prior accounting standards, and a net credit loss reserve build of $1.9 billion, compared to a net credit loss release of $46 million in the prior-year period under prior accounting standards.

The increase in the net credit loss reserve build primarily reflected the impact of deterioration in the economic outlook driven by the COVID-19 pandemic across multiple sectors under the CECL standard, as well as some downgrades, along with volume growth in the portfolio.

For additional information on ICG’s corporate credit portfolio, see “Managing Global Risk—Credit Risk—Corporate Credit” below.

For additional information on CECL, see “Significant Accounting Policies and Estimates” below, and Notes 1 and 14 to the Consolidated Financial Statements.

For additional information about trends, uncertainties and risks related to the COVID-19 pandemic, see the “COVID-19 Overview” and “Risk Factors” sections above.

CORPORATE/OTHER

Corporate/Other includes certain unallocated costs of global staff functions (including finance, risk, human resources, legal and compliance), other corporate expenses and unallocated global operations and technology expenses and income taxes, as well as Corporate Treasury, certain North America legacy consumer loan portfolios, other legacy assets and discontinued operations (for additional information on Corporate/Other, see “Citigroup Segments” above). At March 31, 2020, Corporate/Other had $94 billion in assets.



	First Quarter
In millions of dollars	2020			2019			% Change
Net interest revenue	$	325		$	669		(51	)%
Non-interest revenue	(252		)	(201		)	(25	)
Total revenues, net of interest expense	$	73		$	468		(84	)%
Total operating expenses	$	416		$	549		(24	)%
Net credit losses (recoveries) on loans	$	(2	)	$	2		NM
Credit reserve build (release) for loans	191			(26		)	NM
Provision (release) for credit losses on unfunded lending commitments	5			(1		)	NM
Provisions for benefits and claims, HTM debt securities and other assets	(2		)	—			—
Provisions (release) for credit losses and for benefits and claims	$	192		$	(25	)	NM
Income (loss) from continuing operations before taxes	$	(535	)	$	(56	)	NM
Income taxes (benefits)	(198		)	(61		)	NM
Income (loss) from continuing operations	$	(337	)	$	5		NM
Income (loss) from discontinued operations, net of taxes	(18		)	(2		)	NM
Net income (loss) before attribution of noncontrolling interests	$	(355	)	$	3		NM
Noncontrolling interests	(4		)	14			NM
Net income (loss)	$	(351	)	$	(11	)	NM

NM Not meaningful

1Q20 vs. 1Q19

Net loss was $351 million, compared to a net loss of $11 million in the prior-year period, largely driven by lower revenues and significantly higher cost of credit, partially offset by lower expenses.

Revenues decreased 84%, reflecting the wind-down of legacy assets, the impact of lower interest rates and marks on legacy securities, as spreads widened during the quarter.

Expenses decreased 24%, primarily reflecting the wind-down of legacy assets, partially offset by higher infrastructure costs as well as incremental costs associated with the COVID-19 pandemic, including special compensation awarded to approximately 75,000 employees most directly impacted by the pandemic.

Provisions increased $217 million, primarily driven by a net credit loss reserve build on legacy assets in the current quarter (versus a net credit loss release in the prior-year period under prior accounting standards), reflecting the impact of changes in the economic outlook due to COVID-19 on estimated lifetime credit losses under the CECL standard.

For additional information on CECL, see “Significant Accounting Policies and Estimates” below, and Notes 1 and 14 to the Consolidated Financial Statements.

OFF-BALANCE SHEET ARRANGEMENTS

The table below shows where a discussion of Citi’s various off-balance sheet arrangements in this Form 10-Q may be found. For additional information, see “Off-Balance Sheet Arrangements” and Notes 1, 21 and 26 to the Consolidated Financial Statements in Citigroup’s 2019 Annual Report on Form 10-K.

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



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

CAPITAL RESOURCES

For additional information about capital resources, including Citi’s capital management, the stress testing component of capital planning, current regulatory capital standards and regulatory capital standards developments, see “Capital Resources” and “Risk Factors” in Citi’s 2019 Annual Report on Form 10-K.

During the first quarter of 2020, Citi returned a total of $4.0 billion of capital to common shareholders in the form of share repurchases (approximately 41 million common shares) and dividends. As discussed above, on March 15, 2020, Citi announced it had joined other major U.S. banks in suspending stock repurchases to support clients in light of the COVID-19 pandemic. Citi stated there was no change to its dividend policy. For additional information, see “Unregistered Sales of Equity Securities, Repurchases of Equity Securities and Dividends—Equity Security Repurchases” below.

Regulatory Capital Relief Resulting from the COVID-19 Pandemic

The U.S. banking agencies issued several interim final rules during March 2020 to revise the current regulatory capital standards applicable to Citi, in light of the COVID-19 pandemic.

Use of Regulatory Capital Buffers

In March 2020, the U.S. banking agencies issued a statement encouraging banking organizations to use their regulatory capital buffers as they respond to the challenges presented by the effects of the COVID-19 pandemic.

Consistent with the statement, in March 2020, the U.S. banking agencies issued an interim final rule that eases capital distribution limitations in the U.S. Basel III rules, in an effort to reduce the impact of using regulatory capital buffers. The changes in the rule have the potential to prevent a complete and sudden cessation of capital distributions due to a breach of regulatory capital buffers, which include the GSIB surcharge, Capital Conservation Buffer, and any Countercyclical Capital Buffer (currently 0%). The interim final rule became effective in March 2020, and applies to risk-based capital ratios and the Supplementary Leverage ratio.

More specifically, under the U.S. Basel III rules, banking organizations that fall below their regulatory capital buffers are subject to limitations on capital distributions based on a percentage of “Eligible Retained Income” (ERI), with increasing restrictions based upon the severity of the breach. The original definition of ERI in the U.S. Basel III rules was equal to the bank’s net income for the four calendar quarters preceding the current calendar quarter, net of any distributions and tax effects not already reflected in net income. The interim final rule revises the definition of ERI to equal the greater of: (i) the bank’s net income for the four calendar quarters preceding the current calendar quarter, net of any distributions and tax effects not already reflected in net income, and (ii) the average of the

bank’s net income for the four calendar quarters preceding the current calendar quarter.

As of March 31, 2020, Citi’s regulatory capital ratios exceeded effective regulatory minimum requirements. Therefore, Citi is not subject to any payout limitations.

The impact of the interim final rule on Citibank, N.A. (Citibank) is limited, because the minimum requirements to be considered “well-capitalized” under the Prompt Corrective Action (PCA) framework are unchanged. For additional information on the PCA framework, see “Capital Resources—Current Regulatory Capital Standards—Prompt Corrective Action Framework” in Citi’s 2019 Annual Report on Form 10-K.

In March 2020, the Federal Reserve Board issued another interim final rule clarifying that the ERI revisions also apply to external Total Loss-Absorbing Capacity (TLAC) buffers, and are intended to provide the same easing in the automatic distribution restrictions if a U.S. global systemically important bank holding company, such as Citi, breaches its RWA-based or leverage-based TLAC buffers. Long-Term Debt requirements do not include any buffers, and are therefore unaffected by the interim final rule. For additional information on Citi’s TLAC-related requirements, see “Liquidity Risk—Long-Term Debt—Total Loss-Absorbing Capacity (TLAC)” and “Risk Factors—Compliance, Conduct and Legal Risks” in Citi’s 2019 Annual Report on Form 10-K.

Regulatory Capital Treatment—Modified Transition of the Current Expected Credit Losses Methodology

In March 2020, the U.S. banking agencies issued an interim final rule that modifies the regulatory capital transition provision related to the Current Expected Credit Losses (CECL) methodology.

The interim final rule permits banks to delay for two years the “Day One” adverse regulatory capital effects resulting from adoption of the CECL methodology on January 1, 2020 until January 1, 2022, followed by a three-year transition to phase out the regulatory capital benefit provided by the delay.

In addition, for the ongoing impact of CECL, the agencies utilize a 25% scaling factor as an approximation of the increased reserve build under CECL compared to the previous incurred loss model, and therefore allows banks to add back to Common Equity Tier 1 Capital an amount equal to 25% of the change in CECL-based allowances recognized through earnings in each quarter between January 1, 2020 and December 31, 2021. Beginning January 1, 2022, the cumulative 25% change in CECL-based allowances recognized through earnings between January 1, 2020 and December 31, 2021 will be phased in to regulatory capital at 25% per year on January 1 of each year over the three-year transition period, along with the delayed “Day One” impact.

Citigroup and Citibank have elected the modified CECL transition provision provided by the interim final

rule beginning with the quarter ended March 31, 2020. Accordingly, the Day One regulatory capital effects resulting from adoption of the CECL methodology, as well as the ongoing adjustments for 25% of the change in CECL-based allowances recognized through earnings in each quarter between January 1, 2020 and December 31, 2021, will now commence phase-in on January 1, 2022 and will be fully reflected in Citi’s regulatory capital as of January 1, 2025.

For additional information on the U.S. banking agencies’ original regulatory capital transition provision related to the “Day One” adverse regulatory capital effects resulting from adoption of the CECL methodology, see “Capital Resources—Regulatory Capital Treatment—Implementation and Transition of the Current Expected Credit Losses (CECL) Methodology” in Citi’s 2019 Annual Report on Form 10-K. Neither the March 2020 interim final rule nor the agencies’ prior guidance has any impact on U.S. GAAP accounting.

Regulatory Capital Impact of the Money Market Mutual Fund Liquidity Facility

In March 2020, the Federal Reserve Board established the Money Market Mutual Fund Liquidity Facility (MMLF), to further support the flow of credit to households and businesses by taking steps to enhance the liquidity and functioning of crucial money markets. Through the MMLF, the Federal Reserve Bank of Boston can make non-recourse loans available to eligible financial institutions secured by high-quality assets purchased by the financial institution from money market mutual funds.

To ensure that financial institutions would be able to effectively use the MMLF, in March 2020, the U.S. banking agencies issued an interim final rule that permits banking organizations to exclude exposures acquired pursuant to a non-recourse loan as part of the MMLF from risk-weighted assets under the Standardized Approach and Advanced Approaches, as well as quarterly adjusted average total assets and Total Leverage Exposure. The interim final rule is effective commencing with the quarter ended March 31, 2020.

Standardized Approach for Counterparty Credit Risk

In January 2020, the U.S. banking agencies issued a final rule to introduce the Standardized Approach for Counterparty Credit Risk (SA-CCR) in the U.S. The mandatory compliance date of the SA-CCR final rule is January 1, 2022, and early adoption was originally permitted beginning April 1, 2020. For additional information on the SA-CCR final rule, see “Capital Resources—Regulatory Capital Standards Developments” in Citi’s 2019 Annual Report on Form 10-K.

In March 2020, the U.S. banking agencies issued an interim final rule permitting banks to early adopt the SA-CCR final rule beginning with the quarter ended March 31, 2020.

Citi did not adopt the SA-CCR final rule in the quarter ended March 31, 2020. Citi continues to evaluate a decision on its intended implementation date for SA-CCR, including consideration of the impact of SA-CCR on both Citigroup’s and Citibank’s regulatory capital ratios.

Citigroup’s Capital Resources

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



			Advanced Approaches						Standardized Approach
In millions of dollars, except ratios	Effective Minimum Requirement⁽¹⁾		March 31, 2020			December 31, 2019			March 31, 2020			December 31, 2019
Common Equity Tier 1 Capital⁽²⁾			$	136,695		$	137,798		$	136,695		$	137,798
Tier 1 Capital			154,304			155,805			154,304			155,805
Total Capital (Tier 1 Capital + Tier 2 Capital)⁽²⁾			184,902			181,337			194,369			193,682
Total Risk-Weighted Assets⁽³⁾			1,224,085			1,135,553			1,217,805			1,166,523
Credit Risk⁽²⁾			$	839,439		$	771,508		$	1,136,874		$	1,107,775
Market Risk			78,915			57,317			80,931			58,748
Operational Risk			305,731			306,728			—			—
Common Equity Tier 1 Capital ratio⁽⁴⁾	10.0	%	11.17		%	12.13		%	11.22		%	11.81		%
Tier 1 Capital ratio⁽⁴⁾	11.5		12.61			13.72			12.67			13.36
Total Capital ratio⁽⁴⁾	13.5		15.11			15.97			15.96			16.60



In millions of dollars, except ratios	Effective Minimum Requirement		March 31, 2020			December 31, 2019
Quarterly Adjusted Average Total Assets^(2)(3)(5)			$	2,044,340		$	1,957,039
Total Leverage Exposure^(2)(3)(6)			2,585,730			2,507,891
Tier 1 Leverage ratio	4.0	%	7.55		%	7.96		%
Supplementary Leverage ratio	5.0		5.97			6.21


(1)	Citi’s effective minimum risk-based capital requirements include 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 has elected to apply the modified transition provision related to the impact of the CECL accounting standard on regulatory capital, as provided by the U.S. banking agencies’ March 2020 interim final rule. Under the modified CECL transition provision, the changes in retained earnings (after-tax), deferred tax assets (DTAs) arising from temporary differences, and the allowance for credit losses upon the January 1, 2020 CECL adoption date have been deferred and will phase in to regulatory capital at 25% per year commencing January 1, 2022. For the ongoing impact of CECL, Citigroup is allowed to adjust retained earnings and the allowance for credit losses in an amount equal to 25% of the change in the allowance for credit losses recognized through earnings (pre-tax) for each period between January 1, 2020 and December 31, 2021. The cumulative adjustments to retained earnings and the allowance for credit losses between January 1, 2020 and December 31, 2021 will also phase in to regulatory capital at 25% per year commencing January 1, 2022, along with the deferred impacts related to the January 1, 2020 CECL adoption date. Corresponding adjustments to average on-balance sheet assets are reflected in quarterly adjusted average total assets and Total Leverage Exposure. Additionally, the increase in DTAs arising from temporary differences upon the January 1, 2020 adoption date has been deducted from risk-weighted assets (RWA) and will phase in to RWA at 25% per year commencing January 1, 2022.


(3)	Commencing with the quarter ended March 31, 2020, exposures acquired pursuant to a non-recourse loan as part of the MMLF are excluded from risk-weighted assets under the Advanced Approaches and Standardized Approach, as well as quarterly adjusted average total assets and Total Leverage Exposure.


(4)	Citi’s reportable Common Equity Tier 1 Capital and Tier 1 Capital ratios were derived under the Basel III Advanced Approaches framework as of March 31, 2020, and the Basel III Standardized Approach as of December 31, 2019, whereas Citi’s reportable Total Capital ratio was the lower derived under the Basel III Advanced Approaches framework for all periods presented.


(5)	Tier 1 Leverage ratio denominator. Represents quarterly average total assets less amounts deducted from Tier 1 Capital.


(6)	Supplementary Leverage ratio denominator.

As indicated in the table above, Citigroup’s risk-based capital ratios at March 31, 2020 were in excess of the stated and effective minimum requirements under the U.S. Basel III rules. In addition, Citi was also “well capitalized” under current federal bank regulatory agency definitions as of March 31, 2020.

Common Equity Tier 1 Capital Ratio

Citi’s reportable Common Equity Tier 1 Capital was 11.2%, the lower derived under the Basel III Advanced Approaches framework as of March 31, 2020, and 11.8% under the

Basel III Standardized Approach as of December 31, 2019. Citi’s Common Equity Tier 1 Capital ratio decline from year-end 2019 was largely attributable to increases in credit and market risk-weighted assets, the return of $4.0 billion of capital to common shareholders and foreign currency translation loss of $4.1 billion, partially offset by unrealized gains on AFS debt securities of $3.1 billion, net income of $2.5 billion, and the relief of the modified CECL transition provision for the quarter.

Components of Citigroup Capital



In millions of dollars	March 31, 2020		December 31, 2019
Common Equity Tier 1 Capital
Citigroup common stockholders’ equity⁽¹⁾	$	174,502	$	175,414
Add: Qualifying noncontrolling interests	138		154
Regulatory capital adjustments and deductions:
Add: CECL transition and 25% provision deferral⁽²⁾	4,300		—
Less: Accumulated net unrealized gains (losses) on cash flow hedges, net of tax	2,020		123
Less: Cumulative unrealized net gain (loss) related to changes in fair value of financial liabilities attributable to own creditworthiness, net of tax	2,838		(679		)
Less: Intangible assets:
Goodwill, net of related DTLs⁽³⁾	20,123		21,066
Identifiable intangible assets other than MSRs, net of related DTLs	3,953		4,087
Less: Defined benefit pension plan net assets	1,052		803
Less: DTAs arising from net operating loss, foreign tax credit and general business credit carry-forwards⁽⁴⁾	12,259		12,370
Total Common Equity Tier 1 Capital (Advanced Approaches and Standardized Approach)	$	136,695	$	137,798
Additional Tier 1 Capital
Qualifying noncumulative perpetual preferred stock⁽¹⁾	$	17,829	$	17,828
Qualifying trust preferred securities⁽⁵⁾	1,390		1,389
Qualifying noncontrolling interests	40		42
Regulatory capital deductions:
Less: Permitted ownership interests in covered funds⁽⁶⁾	1,622		1,216
Less: Minimum regulatory capital requirements of insurance underwriting subsidiaries⁽⁷⁾	28		36
Total Additional Tier 1 Capital (Advanced Approaches and Standardized Approach)	$	17,609	$	18,007
Total Tier 1 Capital (Common Equity Tier 1 Capital + Additional Tier 1 Capital) (Advanced Approaches and Standardized Approach)	$	154,304	$	155,805
Tier 2 Capital
Qualifying subordinated debt	$	25,461	$	23,673
Qualifying trust preferred securities⁽⁸⁾	318		326
Qualifying noncontrolling interests	42		46
Excess of eligible credit reserves over expected credit losses⁽²⁾⁽⁹⁾	4,805		1,523
Regulatory capital deduction:
Less: Minimum regulatory capital requirements of insurance underwriting subsidiaries⁽⁷⁾	28		36
Total Tier 2 Capital (Advanced Approaches)	$	30,598	$	25,532
Total Capital (Tier 1 Capital + Tier 2 Capital) (Advanced Approaches)	$	184,902	$	181,337
Adjustment for eligible allowance for credit losses⁽²⁾⁽⁹⁾	$	9,467	$	12,345
Total Tier 2 Capital (Standardized Approach)	$	40,065	$	37,877
Total Capital (Tier 1 Capital + Tier 2 Capital) (Standardized Approach)	$	194,369	$	193,682


(1)	Issuance costs of $151 million as of March 31, 2020 and $152 million as of December 31, 2019 are related to outstanding noncumulative perpetual preferred stock, are excluded from common stockholders’ equity and are netted against such preferred stock in accordance with Federal Reserve Board regulatory reporting requirements, which differ from those under U.S. GAAP.

(2)

Citi has elected to apply the modified transition provision related to the impact of the CECL accounting standard on regulatory capital, as provided by the U.S. banking agencies’ March 2020 interim final rule. Under the modified CECL transition provision, the changes in retained earnings (after-tax) and the allowance for credit losses upon the January 1, 2020 CECL adoption date have been deferred and will phase in to regulatory capital at 25% per year commencing January 1, 2022. For the ongoing impact of CECL, Citigroup is allowed to adjust retained earnings and the allowance for credit losses in an amount equal to 25% of the change in the allowance for credit losses recognized through earnings (pre-tax) for each period between January 1, 2020 and December 31, 2021. The cumulative adjustments to retained earnings and the allowance for credit losses between January 1, 2020 and December 31, 2021 will also phase in to regulatory capital at 25% per year commencing January 1, 2022, along with the deferred impacts related to the January 1, 2020 CECL adoption date.


(3)	Includes goodwill “embedded” in the valuation of significant common stock investments in unconsolidated financial institutions.

Footnotes continue on the following page.

(4)

Of Citi’s $22.1 billion of net DTAs at March 31, 2020, $13.1 billion was includable in Common Equity Tier 1 Capital pursuant to the U.S. Basel III rules, while $9.0 billion was excluded. Excluded from Citi’s Common Equity Tier 1 Capital as of March 31, 2020 was $12.3 billion of net DTAs arising from net operating loss, foreign tax credit and general business credit carry-forwards, which was reduced by $3.3 billion of net DTLs primarily associated with goodwill and certain other intangible assets. Separately, under the U.S. Basel III rules, goodwill and these other intangible assets are deducted net of associated DTLs in arriving at Common Equity Tier 1 Capital. DTAs arising from net operating loss, foreign tax credit and general business credit carry-forwards are required to be entirely deducted from Common Equity Tier 1 Capital under the U.S. Basel III rules. Citi’s DTAs arising from temporary differences are less than the 10% limitation under the U.S. Basel III rules and therefore not subject to deduction from Common Equity Tier 1 Capital, but are subject to risk weighting at 250%.


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

(6)

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. The U.S. agencies issued a revised Volcker Rule 2.0 in November 2019 that removes permitted investments in third-party covered funds from capital deduction requirements, among other changes. Upon the removal of the capital deduction, permitted investments in third-party covered funds will be included in risk-weighted assets. Mandatory compliance with the revised Volcker Rule 2.0 is required by January 1, 2021, with early adoption permitted, in whole or in part, beginning January 1, 2020. Citi continues to deduct from Tier 1 Capital all permitted ownership interests in covered funds for all periods presented.


(7)	50% of the minimum regulatory capital requirements of insurance underwriting subsidiaries must be deducted from each of Tier 1 Capital and Tier 2 Capital.


(8)	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.

(9)

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. The total amount of allowance for credit losses that were eligible for inclusion in Tier 2 Capital, subject to limitation, under the Standardized Approach framework was $14.3 billion and $13.9 billion at March 31, 2020 and December 31, 2019, respectively.

Citigroup Capital Rollforward



In millions of dollars	Three Months Ended March 31, 2020
Common Equity Tier 1 Capital, beginning of period	$	137,798
Net income	2,522
Common and preferred dividends declared	(1,372		)
Net increase in treasury stock	(2,487		)
Net decrease in common stock and additional paid-in capital	(291		)
Net change in foreign currency translation adjustment net of hedges, net of tax	(4,109		)
Net decrease in unrealized losses on debt securities AFS, net of tax	3,128
Net increase in defined benefit plans liability adjustment, net of tax	(286		)
Net change in adjustment related to change in fair value of financial liabilities attributable to own creditworthiness, net of tax	(377		)
Net change in excluded component of fair value hedges	27
Net decrease in goodwill, net of related DTLs	943
Net decrease in identifiable intangible assets other than MSRs, net of related DTLs	134
Net increase in defined benefit pension plan net assets	(249		)
Net decrease in DTAs arising from net operating loss, foreign tax credit and general business credit carry-forwards	111
CECL 25% provision deferral	1,232
Other	(29		)
Net decrease in Common Equity Tier 1 Capital	$	(1,103	)
Common Equity Tier 1 Capital, end of period (Advanced Approaches and Standardized Approach)	$	136,695
Additional Tier 1 Capital, beginning of period	$	18,007
Net increase in qualifying perpetual preferred stock	1
Net increase in qualifying trust preferred securities	1
Net increase in permitted ownership interests in covered funds	(406		)
Other	6
Net decrease in Additional Tier 1 Capital	$	(398	)
Tier 1 Capital, end of period (Advanced Approaches and Standardized Approach)	$	154,304
Tier 2 Capital, beginning of period (Advanced Approaches)	$	25,532
Net increase in qualifying subordinated debt	1,788
Net increase in excess of eligible credit reserves over expected credit losses	3,282
Other	(4		)
Net increase in Tier 2 Capital (Advanced Approaches)	$	5,066
Tier 2 Capital, end of period (Advanced Approaches)	$	30,598
Total Capital, end of period (Advanced Approaches)	$	184,902
Tier 2 Capital, beginning of period (Standardized Approach)	$	37,877
Net increase in qualifying subordinated debt	1,788
Net increase in eligible allowance for credit losses	404
Other	(4		)
Net change in Tier 2 Capital (Standardized Approach)	$	2,188
Tier 2 Capital, end of period (Standardized Approach)	$	40,065
Total Capital, end of period (Standardized Approach)	$	194,369

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



In millions of dollars	Three Months Ended March 31, 2020
Total Risk-Weighted Assets, beginning of period	$	1,135,553
Changes in Credit Risk-Weighted Assets
Retail exposures⁽¹⁾	(7,589		)
Wholesale exposures⁽²⁾	21,881
Repo-style transactions⁽³⁾	15,102
Securitization exposures	(1,390		)
Equity exposures	(2,427		)
Over-the-counter (OTC) derivatives⁽⁴⁾	14,723
Derivatives CVA⁽⁵⁾	20,129
Other exposures⁽⁶⁾	4,796
Supervisory 6% multiplier	2,706
Net increase in Credit Risk-Weighted Assets	$	67,931
Changes in Market Risk-Weighted Assets
Risk levels⁽⁷⁾	$	13,245
Model and methodology updates⁽⁷⁾	8,353
Net increase in Market Risk-Weighted Assets	$	21,598
Net decrease in Operational Risk-Weighted Assets	$	(997	)
Total Risk-Weighted Assets, end of period	$	1,224,085


(1)	Retail exposures decreased during the three months ended March 31, 2020 primarily due to seasonal holiday spending repayments.


(2)	Wholesale exposures increased during the three months ended March 31, 2020 primarily due to growth in commercial loans and changes in obligor ratings, partially offset by decrease due to annual model parameter updates reflecting Citi’s loss experiences.


(3)	Repo-style transactions include repurchase and reverse repurchase transactions as well as securities borrowing and securities lending transactions. Repo-style transactions increased during the three months ended March 31, 2020 mainly driven by market volatility.


(4)	OTC derivatives increased during the three months ended March 31, 2020 primarily due to increases in mark to market gains and notionals for bilateral derivatives.


(5)	Derivatives CVA increased during the three months ended March 31, 2020 primarily due to widening of credit spreads and market volatility.


(6)	Other exposures include cleared transactions, unsettled transactions, assets other than those reportable in specific exposure categories and non-material portfolios. Other exposures increased during the three months ended March 31, 2020 primarily due to increases in notional for client cleared derivatives.


(7)	Market risk-weighted assets increased during the three months ended March 31, 2020 primarily due to increases in market volatility and exposure levels subject to various Market risk-weighted assets components.

As set forth in the table above, total risk-weighted assets under the Basel III Advanced Approaches increased from year-end 2019 primarily due to higher credit and market risk-weighted assets, slightly offset by a decrease in operational risk-weighted assets. The increase in credit risk-weighted assets was primarily due to an increase in wholesale exposures mainly driven by an increase in commercial loans, derivatives CVA mainly due to widening of credit spreads, OTC derivatives trade activities, repo-style transactions primarily due to market volatility, and other exposures, partially offset by decreases in retail exposures. Market risk-weighted assets increased from year-end 2019 primarily due to increases in market volatility and exposure levels.

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



In millions of dollars	Three Months Ended March 31, 2020
Total Risk-Weighted Assets, beginning of period	$	1,166,523
Changes in Credit Risk-Weighted Assets
General credit risk exposures⁽¹⁾	20,904
Repo-style transactions⁽²⁾	3,505
Securitization exposures	(919		)
Equity exposures⁽³⁾	(2,233		)
Over-the-counter (OTC) derivatives⁽⁴⁾	23,867
Other exposures	1,354
Off-balance sheet exposures⁽⁵⁾	(17,379		)
Net increase in Credit Risk-Weighted Assets	$	29,099
Changes in Market Risk-Weighted Assets
Risk levels⁽⁶⁾	$	13,830
Model and methodology updates⁽⁶⁾	8,353
Net increase in Market Risk-Weighted Assets	$	22,183
Total Risk-Weighted Assets, end of period	$	1,217,805


(1)	General credit risk exposures include cash and balances due from depository institutions, securities, and loans and leases. General credit risk exposures increased during the three months ended March 31, 2020 primarily due to growth in commercial loans, partially offset by seasonal holiday spending repayments.


(2)	Repo-style transactions include repurchase and reverse repurchase transactions as well as securities borrowing and securities lending transactions. Repo-style transactions increased during the three months ended March 31, 2020 primarily due to volume and exposure driven increases.


(3)	Equity exposures decreased during the three months ended March 31, 2020, primarily due to a decrease in market value of investments.


(4)	OTC derivatives increased during the three months ended March 31, 2020, primarily due to increases in mark to market gains and notionals for bilateral derivatives.


(5)	Off-balance sheet exposures decreased during the three months ended March 31, 2020, primarily due to drawdowns in loan commitments.


(6)	Market risk-weighted assets increased during the three months ended March 31, 2020 primarily due to increases in market volatility and exposure levels subject to various Market risk-weighted assets components.

As set forth in the table above, total risk-weighted assets under the Basel III Standardized Approach increased from year-end 2019 primarily due to higher credit and market risk-weighted assets. The increase in credit risk-weighted assets was primarily due to changes in OTC derivatives activities, an increase in commercial loans and repo-style transactions mainly due to market volatility, partially offset by a decrease in loan commitments primarily due to drawdowns and a decrease in equity exposures. Market risk-weighted assets increased from year-end 2019 primarily due to increases in market volatility and exposure levels.

Supplementary Leverage Ratio

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



In millions of dollars, except ratios	March 31, 2020			December 31, 2019
Tier 1 Capital	$	154,304		$	155,805
Total Leverage Exposure
On-balance sheet assets⁽¹⁾	$	2,083,377		$	1,996,617
Certain off-balance sheet exposures:⁽²⁾
Potential future exposure on derivative contracts	169,296			169,478
Effective notional of sold credit derivatives, net⁽³⁾	38,910			38,481
Counterparty credit risk for repo-style transactions⁽⁴⁾	22,386			23,715
Unconditionally cancellable commitments	71,453			70,870
Other off-balance sheet exposures	239,345			248,308
Total of certain off-balance sheet exposures	$	541,390		$	550,852
Less: Tier 1 Capital deductions	(39,037		)	(39,578		)
Total Leverage Exposure	$	2,585,730		$	2,507,891
Supplementary Leverage ratio	5.97		%	6.21		%

(1)

Represents the daily average of on-balance sheet assets for the quarter. Citi has elected to apply the modified transition provision related to the impact of the CECL accounting standard on regulatory capital, as provided by the U.S. banking agencies’ March 2020 interim final rule. Under the modified CECL transition provision, the changes in DTAs arising from temporary differences and the allowance for credit losses upon the January 1, 2020 CECL adoption date have been deferred and will phase in to regulatory capital at 25% per year commencing January 1, 2022. For the ongoing impact of CECL, Citigroup is allowed to adjust the allowance for credit losses in an amount equal to 25% of the change in the allowance for credit losses recognized through earnings (pre-tax) for each period between January 1, 2020 and December 31, 2021. The cumulative adjustments to the allowance for credit losses between January 1, 2020 and December 31, 2021 will also phase in to regulatory capital at 25% per year commencing January 1, 2022, along with the deferred impacts related to the January 1, 2020 CECL adoption date. Corresponding adjustments to average on-balance sheet assets are reflected in Total Leverage Exposure.


(2)	Represents the average of certain off-balance sheet exposures calculated as of the last day of each month in the quarter.


(3)	Under the U.S. Basel III rules, banking organizations are required to include in Total Leverage Exposure the effective notional amount of sold credit derivatives, with netting of exposures permitted if certain conditions are met.


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

As set forth in the table above, Citigroup’s Supplementary Leverage ratio was 6.0% for the first quarter of 2020, compared to 6.2% for the fourth quarter of 2019. The ratio decreased from the fourth quarter of 2019, primarily driven by an increase in Total Leverage Exposure mainly due to growth in average on-balance sheet assets, the return of $4.0 billion of capital to common shareholders and foreign currency translation loss of $4.1 billion, partially offset by unrealized gains on AFS debt securities of $3.1 billion, net income of $2.5 billion, and the relief of the modified CECL transition provision for the quarter.

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

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

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



			Advanced Approaches						Standardized Approach
In millions of dollars, except ratios	Effective Minimum Requirement⁽¹⁾		March 31, 2020			December 31, 2019			March 31, 2020			December 31, 2019
Common Equity Tier 1 Capital⁽²⁾			$	134,835		$	130,720		$	134,835		$	130,720
Tier 1 Capital			136,919			132,847			136,919			132,847
Total Capital (Tier 1 Capital + Tier 2 Capital)⁽²⁾⁽³⁾			153,194			145,918			161,629			157,253
Total Risk-Weighted Assets			1,008,709			931,743			1,058,427			1,019,266
Credit Risk⁽²⁾			$	722,304		$	664,139		$	1,010,662		$	989,669
Market Risk			47,579			29,167			47,765			29,597
Operational Risk			238,826			238,437			—			—
Common Equity Tier 1 Capital ratio⁽⁴⁾⁽⁵⁾	7.0	%	13.37		%	14.03		%	12.74		%	12.82		%
Tier 1 Capital ratio⁽⁴⁾⁽⁵⁾	8.5		13.57			14.26			12.94			13.03
Total Capital ratio⁽⁴⁾⁽⁵⁾	10.5		15.19			15.66			15.27			15.43



In millions of dollars, except ratios	Effective Minimum Requirement		March 31, 2020			December 31, 2019
Quarterly Adjusted Average Total Assets⁽²⁾⁽⁶⁾			$	1,512,382		$	1,459,780
Total Leverage Exposure⁽²⁾⁽⁷⁾			1,994,180			1,951,630
Tier 1 Leverage ratio⁽⁵⁾	5.0	%	9.05		%	9.10		%
Supplementary Leverage ratio⁽⁵⁾	6.0		6.87			6.81


(1)	Citibank’s effective minimum risk-based capital requirements include the 2.5% Capital Conservation Buffer (all of which must be composed of Common Equity Tier 1 Capital).

(2)

Citibank has elected to apply the modified transition provision related to the impact of the CECL accounting standard on regulatory capital, as provided by the U.S. banking agencies’ March 2020 interim final rule. Under the modified CECL transition provision, the changes in retained earnings (after-tax), deferred tax assets (DTAs) arising from temporary differences, and the allowance for credit losses upon the January 1, 2020 CECL adoption date have been deferred and will phase in to regulatory capital at 25% per year commencing January 1, 2022. For the ongoing impact of CECL, Citibank is allowed to adjust retained earnings and the allowance for credit losses in an amount equal to 25% of the change in the allowance for credit losses recognized through earnings (pre-tax) for each period between January 1, 2020 and December 31, 2021. The cumulative adjustments to retained earnings and the allowance for credit losses between January 1, 2020 and December 31, 2021 will also phase in to regulatory capital at 25% per year commencing January 1, 2022, along with the deferred impacts related to the January 1, 2020 CECL adoption date. Corresponding adjustments to average on-balance sheet assets are reflected in quarterly adjusted average total assets and Total Leverage Exposure. Additionally, the increase in DTAs arising from temporary differences upon the January 1, 2020 adoption date has been deducted from risk-weighted assets (RWA) and will phase in to RWA at 25% per year commencing January 1, 2022.

(3)


(4)	Citibank’s reportable Total Capital ratio was derived under the Basel III Advanced Approaches framework as of March 31, 2020, and the Basel III Standardized Approach as of December 31, 2019, whereas Citibank’s reportable Common Equity Tier 1 Capital and Tier 1 Capital ratios were the lower derived under the Basel III Standardized Approach framework for all periods presented.

(5)

Citibank must maintain minimum Common Equity Tier 1 Capital, Tier 1 Capital, Total Capital and Tier 1 Leverage ratios of 6.5%, 8.0%, 10.0% and 5.0%, respectively, to be considered “well capitalized” under the revised Prompt Corrective Action (PCA) regulations applicable to insured depository institutions as established by the U.S. Basel III rules. Citibank must also maintain a minimum Supplementary Leverage ratio of 6.0% to be considered “well capitalized.” For additional information, see “Capital Resources—Current Regulatory Capital Standards—Prompt Corrective Action Framework” in Citigroup’s 2019 Annual Report on Form 10-K.


(6)	Tier 1 Leverage ratio denominator. Represents quarterly average total assets less amounts deducted from Tier 1 Capital.


(7)	Supplementary Leverage ratio denominator.

As indicated in the table above, Citibank’s capital ratios at March 31, 2020 were in excess of the stated and effective minimum requirements under the U.S. Basel III rules. In addition, Citibank was also “well capitalized” as of March 31, 2020.

Impact of Changes on Citigroup and Citibank Capital Ratios

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

Advanced Approaches and Standardized Approach risk-weighted assets and quarterly adjusted average total assets, as well as Total Leverage Exposure (denominator), as of March 31, 2020. This information is provided for the purpose of analyzing the impact that a change in Citigroup’s or Citibank’s financial position or results of operations could have on these ratios. These sensitivities only consider a single change to either a component of capital, risk-weighted assets, quarterly adjusted average total assets or Total Leverage Exposure. Accordingly, an event that affects more than one factor may have a larger basis point impact than is reflected in these tables.



	Common Equity Tier 1 Capital ratio		Tier 1 Capital ratio		Total Capital ratio
In basis points	Impact of $100 million change in Common Equity Tier 1 Capital	Impact of $1 billion change in risk- weighted assets	Impact of $100 million change in Tier 1 Capital	Impact of $1 billion change in risk- weighted assets	Impact of $100 million change in Total Capital	Impact of $1 billion change in risk- weighted assets
Citigroup
Advanced Approaches	0.8	0.9	0.8	1.0	0.8	1.2
Standardized Approach	0.8	0.9	0.8	1.0	0.8	1.3
Citibank
Advanced Approaches	1.0	1.3	1.0	1.3	1.0	1.5
Standardized Approach	0.9	1.2	0.9	1.2	0.9	1.4



	Tier 1 Leverage ratio		Supplementary Leverage ratio
In basis points	Impact of $100 million change in Tier 1 Capital	Impact of $1 billion change in quarterly adjusted average total assets	Impact of $100 million change in Tier 1 Capital	Impact of $1 billion change in Total Leverage Exposure
Citigroup	0.5	0.4	0.4	0.2
Citibank	0.7	0.6	0.5	0.3

Citigroup Broker-Dealer Subsidiaries

At March 31, 2020, Citigroup Global Markets Inc., a U.S. broker-dealer registered with the SEC that is an indirect wholly owned subsidiary of Citigroup, had net capital, computed in accordance with the SEC’s net capital rule, of $6.8 billion, which exceeded the minimum requirement by $2.6 billion.

Moreover, Citigroup Global Markets Limited, a broker-dealer registered with the United Kingdom’s Prudential Regulation Authority (PRA) that is also an indirect wholly owned subsidiary of Citigroup, had total capital of $21.0 billion at March 31, 2020, which exceeded the PRA's minimum regulatory capital requirements.

In addition, certain of Citi’s other broker-dealer subsidiaries are subject to regulation in the countries in which they do business, including requirements to maintain specified levels of net capital or its equivalent. Citigroup’s other principal broker-dealer subsidiaries were in compliance with their regulatory capital requirements at March 31, 2020.

Total Loss-Absorbing Capacity (TLAC)

The table below details Citi’s eligible external TLAC and long-term debt (LTD) amounts and ratios, and each effective minimum TLAC and LTD ratio requirement, as well as the surplus amount in dollars in excess of each requirement.

As of March 31, 2020, Citi exceeded each of the minimum TLAC and LTD requirements, resulting in a $14 billion surplus above its binding TLAC requirement of LTD as a percentage of Total Leverage Exposure.



	March 31, 2020
In billions of dollars, except ratios	External TLAC			LTD
Total eligible amount	$	291		$	130
% of Advanced Approaches risk- weighted assets	23.7		%	10.6		%
Effective minimum requirement⁽¹⁾⁽²⁾	22.5		%	9.0		%
Surplus amount	$	15		$	20
% of Total Leverage Exposure	11.2		%	5.0		%
Effective minimum requirement	9.5		%	4.5		%
Surplus amount	$	45		$	14


(1)	External TLAC includes Method 1 GSIB surcharge of 2.0%.


(2)	LTD includes Method 2 GSIB surcharge of 3.0%.

For additional information on Citi’s TLAC-related requirements, see “Liquidity Risk—Long-Term Debt—Total Loss-Absorbing Capacity (TLAC)” and “Risk Factors—Compliance, Conduct and Legal Risks” in Citi’s 2019 Annual Report on Form 10-K.

Capital Resources (Full Adoption of CECL)

The following tables set forth Citigroup’s and Citibank’s capital components and ratios reflecting the full impact of CECL on regulatory capital as of March 31, 2020:



	Citigroup				Citibank
	Advanced Approaches		Standardized Approach		Advanced Approaches		Standardized Approach
Common Equity Tier 1 Capital ratio	10.84	%	10.90	%	13.00	%	12.39	%
Tier 1 Capital ratio	12.28		12.35		13.21		12.59
Total Capital ratio	14.80		15.65		14.84		14.93



	Citigroup		Citibank
Tier 1 Leverage ratio	7.35	%	8.81	%
Supplementary Leverage ratio	5.81		6.68

Regulatory Capital Standards Developments

Stress Capital Buffer

In March 2020, the Federal Reserve Board issued the final Stress Capital Buffer (SCB) rule, integrating the annual stress testing requirements with ongoing regulatory capital requirements.

For Citigroup, the SCB rule replaces the fixed 2.5% Capital Conservation Buffer under the Standardized Approach, and would equal the peak-to-trough Common Equity Tier 1 Capital ratio decline under the Supervisory Severely Adverse scenario used in the Comprehensive Capital Analysis and Review (CCAR) and Dodd-Frank Act Stress Testing (DFAST), plus four quarters of planned common stock dividends, subject to a floor of 2.5%. The fixed 2.5% Capital Conservation Buffer will continue to apply under the Advanced Approaches. SCB-based minimum capital requirements will be updated once per year as part of the CCAR process. Similar to the current Capital Conservation Buffer, a breach of the SCB will result in graduated limitations on capital distributions. For additional information regarding limitations on capital distributions, see “Capital Resources—Regulatory Capital Relief Resulting from the COVID-19 Pandemic—Use of Regulatory Capital Buffers” above. For additional information regarding CCAR and DFAST, see “Capital Resources—Current Regulatory Capital Standards—Stress Testing Component of Capital Planning” in Citi’s 2019 Annual Report on Form 10-K.

Since firms will be required to maintain risk-based capital ratio minimum requirements that integrate stress test results, the SCB final rule eliminated a number of previous CCAR requirements, including the once-a-year quantitative objection, the pre-approval requirement from the Federal Reserve Board for making distributions in excess of planned capital actions, and the 30% dividend payout ratio as a criterion for heightened supervisory scrutiny.

Citigroup’s first SCB requirement will be announced by the Federal Reserve Board by June 30, 2020, based on the results of 2020 CCAR, and the SCB will become effective for Citigroup on October 1, 2020. Accordingly, Citigroup’s effective minimum risk-based capital requirements under the Standardized Approach may increase as of October 1, 2020, as a result of the SCB that will be announced by the Federal Reserve Board.

The SCB applies to Citigroup only. The regulatory capital framework applicable to Citibank, including the Capital Conservation Buffer, is unchanged by the SCB final rule.

Temporary Supplementary Leverage Ratio Relief for Citigroup

In April 2020, the Federal Reserve Board issued an interim final rule that will temporarily change the calculation of the Supplementary Leverage ratio for bank holding companies, by excluding U.S. Treasuries and deposits at Federal Reserve banks from Total Leverage Exposure. Reverse repurchase receivables on U.S. Treasuries are not in scope for this relief. The Supplementary Leverage ratio is a non-

risk-sensitive measure, and the temporary exclusion allows banking organizations to expand their balance sheet, as appropriate, to continue to serve as financial intermediaries and to provide credit to households and businesses during the COVID-19 pandemic.

The interim final rule will become effective for Citigroup’s Supplementary Leverage ratio, as well as for Citigroup’s leverage-based TLAC and LTD requirements, beginning with the quarter ended June 30, 2020, and will continue through March 31, 2021.

Supplementary Leverage ratio requirements for Citibank are unchanged by the Federal Reserve Board’s interim final rule.

Regulatory Capital Impact of the Paycheck Protection Program

In April 2020, as part of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act) and in recognition of the exigent circumstances faced by small businesses, Congress created the Paycheck Protection Program (PPP). PPP covered loans are fully guaranteed as to principal and accrued interest by the Small Business Administration (SBA). As a general matter, SBA guarantees are backed by the full faith and credit of the U.S. government.

In order to provide liquidity to small business lenders and the broader credit markets, and to help stabilize the financial system, in April 2020 the Federal Reserve Board authorized each of the Federal Reserve Banks to extend credit under the Paycheck Protection Program Lending Facility (PPPLF). Under the PPPLF, Federal Reserve Banks will extend non-recourse loans to institutions that are eligible to make PPP covered loans. Eligible institutions may pledge PPP covered loans as collateral to the Federal Reserve Banks.

In April 2020, in recognition of CARES Act requirements, and to facilitate the use of the PPPLF, the U.S. banking agencies issued an interim final rule that allows banking organizations to neutralize certain regulatory capital effects of PPP loans. The interim final rule states that PPP covered loans originated by a banking organization under the PPP will be risk-weighted at 0% under the Standardized Approach and the Advanced Approaches. Additionally, the interim final rule permits banking organizations to exclude exposures pledged as collateral to the PPPLF from quarterly adjusted average total assets and Total Leverage Exposure. The interim final rule is effective commencing with the quarter ended June 30, 2020.

Deferral of Basel III Revisions

In April 2020, in light of the COVID-19 pandemic, the Basel Committee on Banking Supervision (Basel Committee) announced that the implementation date of the Basel III post-crisis regulatory reforms finalized in December 2017 has been deferred by one year to January 1, 2023. The reforms relate to the methodologies in deriving credit and operational risk-weighted assets, the imposition of a new aggregate output floor for risk-weighted assets, and revisions to the leverage ratio framework. The Basel

Committee also announced that the implementation date of the revised market risk framework finalized in January 2019 has been deferred by one year to January 1, 2023.

The U.S. banking agencies may revise the U.S. Basel III rules in the future, in response to the Basel Committee’s Basel III post-crisis regulatory reforms and revised market risk framework.

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

Tangible common equity (TCE), as defined by Citi, represents common stockholders’ equity less goodwill and identifiable intangible assets (other than MSRs). Other companies may calculate TCE in a different manner. TCE, tangible book value (TBV) per share and returns on average TCE are non-GAAP financial measures. Citi believes the presentation of TCE, TBV per share and return on average TCE provides alternate measures of capital strength and performance that are commonly used by investors and industry analysts.



In millions of dollars or shares, except per share amounts	March 31, 2020		December 31, 2019
Total Citigroup stockholders’ equity	$	192,331	$	193,242
Less: Preferred stock	17,980		17,980
Common stockholders’ equity	$	174,351	$	175,262
Less:
Goodwill	21,264		22,126
Identifiable intangible assets (other than MSRs)	4,193		4,327
Tangible common equity (TCE)	$	148,894	$	148,809
Common shares outstanding (CSO)	2,081.8		2,114.1
Book value per share (common equity/CSO)	$	83.75	$	82.90
Tangible book value per share (TCE/CSO)	71.52		70.39



	Three Months Ended March 31,
In millions of dollars	2020			2019
Net income available to common shareholders	$	2,231		$	4,448
Average common stockholders’ equity	174,217			177,485
Average TCE	148,852			151,334
Return on average common stockholders’ equity	5.2		%	10.2		%
Return on average TCE (RoTCE)⁽¹⁾	6.0			11.9


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

Managing Global Risk Table of Contents



MANAGING GLOBAL RISK		45
CREDIT RISK⁽¹⁾		45
Consumer Credit		45
Corporate Credit		51
Additional Consumer and Corporate Credit Details		55
Loans Outstanding		55
Details of Credit Loss Experience		56
Allowance for Credit Losses on Loans		57
Non-Accrual Loans and Assets and Renegotiated Loans		58
LIQUIDITY RISK		61
High-Quality Liquid Assets (HQLA)		61
Liquidity Coverage Ratio (LCR)		61
Loans		62
Deposits		62
Long-Term Debt		63
Secured Funding Transactions and Short-Term Borrowings		65
Credit Ratings		66
MARKET RISK⁽¹⁾		68
Market Risk of Non-Trading Portfolios		68
Market Risk of Trading Portfolios		76
STRATEGIC RISK		79
Country Risk		79
Argentina		80


(1)	For additional information regarding certain credit risk, market risk and other quantitative and qualitative information, refer to Citi’s Pillar 3 Basel III Advanced Approaches Disclosures, as required by the rules of the Federal Reserve Board, on Citi’s Investor Relations website.

MANAGING GLOBAL RISK

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

For more information on Citi’s management of global risk, including its three lines of defense, see “Managing Global Risk” in Citi’s 2019 Annual Report on Form 10-K.

CREDIT RISK

For additional information on credit risk, including Citi’s credit risk management, measurement and stress testing, and Citi’s consumer and corporate credit portfolios, see “Credit Risk” and “Risk Factors” in Citi’s 2019 Annual Report on Form 10-K.

CONSUMER CREDIT

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



In billions of dollars	1Q’19			2Q’19			3Q’19			4Q’19			1Q’20
Retail banking:
Mortgages	$	80.8		$	81.9		$	83.0		$	85.1		$	83.3
Personal, small business and other	37.3			37.8			37.6			39.7			36.9
Total retail banking	$	118.1		$	119.7		$	120.6		$	124.8		$	120.2
Cards:
Citi-branded cards	$	111.4		$	115.5		$	115.8		$	122.2		$	110.2
Citi retail services	48.9			49.6			50.0			52.9			48.9
Total cards	$	160.3		$	165.1		$	165.8		$	175.1		$	159.1
Total GCB	$	278.4		$	284.8		$	286.4		$	299.9		$	279.3
GCB regional distribution:
North America	66		%	66		%	66		%	66		%	67		%
Latin America	6			6			6			6			5
Asia⁽²⁾	28			28			28			28			28
Total GCB	100		%	100		%	100		%	100		%	100		%
Corporate/Other⁽³⁾	$	12.6		$	11.7		$	11.0		$	9.6		$	9.1
Total consumer loans	$	291.0		$	296.5		$	297.4		$	309.5		$	288.4


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


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


(3)	Primarily consists of legacy assets, principally North America consumer mortgages.

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

Overall Consumer Credit Trends

GCB did not experience significant delinquency or net credit loss impacts from the COVID-19 pandemic during the first quarter. Citi expects that during the remainder of 2020, the 90+ days past due delinquency and net credit loss rates in North America GCB, Latin America GCB and Asia GCB will be adversely impacted by the evolving macroeconomic and market conditions, including the severity and duration of the impact from the COVID-19 pandemic. This impact could be delayed or partially offset by government stimulus and assistance packages, as well as Citi’s consumer relief programs and any decline in loan volumes. Citi’s consumer relief programs may have an impact in the timing of the 90+ days past due delinquency and net credit loss rates. As in most programs, customers are not required to make payments for a period of time and they remain in the same delinquency bucket as when they entered the program during this period.

For additional information about trends, uncertainties and risks related to the COVID-19 pandemic, see “COVID-19 Overview” and “Risk Factors” above.

The following charts show the quarterly trends in delinquencies (90+ days past due (90+ DPD) ratio) and the net credit loss (NCL) ratio across both retail banking and cards for

total GCB and by region.

Global Consumer Banking

North America GCB

North America GCB provides mortgage, home equity, small business and personal loans through Citi’s retail banking network and card products through Citi-branded cards and Citi retail services businesses. The retail bank is concentrated in six major metropolitan cities in the United States (for additional information on the U.S. retail bank, see “North America GCB” above).

As of March 31, 2020, approximately 73% of North America GCB consumer loans consisted of Citi-branded and Citi retail services cards, which generally drives the overall credit performance of North America GCB (for additional information on North America GCB’s cards portfolios, including delinquency and net credit loss rates, see “Credit Card Trends” below).

As shown in the chart above, the net credit loss rate and 90+ days past due delinquency rate in North America GCB increased quarter-over-quarter, primarily driven by seasonality in both cards portfolios.

The net credit loss rate and 90+ days past due delinquency rate increased year-over-year, primarily driven by seasoning of more recent vintages in Citi-branded cards and an increase in net flow rates in later delinquency buckets in Citi retail services.

Latin America GCB

Latin America GCB operates in Mexico through

Citibanamex, one of Mexico’s largest banks, and provides

credit cards, consumer mortgages and small business and personal loans. Latin America GCB serves a more mass-market segment in Mexico and focuses on developing multi-product relationships with customers.

As shown in the chart above, the net credit loss rate in Latin America GCB increased quarter-over-quarter, primarily due to seasonality, while the 90+ days past due delinquency rate remained broadly stable.

The net credit loss rate decreased year-over-year, primarily due to growth in recent vintages for cards as well as a slower pace of acquisitions in the retail portfolios during 2019, while the 90+ days past due delinquency rate remained stable.

Asia⁽¹⁾GCB


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

Asia GCB operates in 17 countries in Asia and EMEA

and provides credit cards, consumer mortgages and small business and personal loans.

As shown in the chart above, the net credit loss rate in Asia GCB increased quarter-over-quarter, primarily due to seasonality, while the 90+ days past due delinquency rate remained broadly stable quarter-over-quarter.

The net credit loss rate and the 90+ days past due delinquency rate were broadly stable year-over-year.

The stability in Asia GCB’s portfolios reflects the strong credit profiles in the region’s target customer segments. Regulatory changes in many markets in Asia over the past few years have also resulted in stable portfolio credit quality.

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

Credit Card Trends

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

Global Cards

North America Citi-Branded Cards

North America GCB’s Citi-branded cards portfolio issues proprietary and co-branded cards. As shown in the chart above, the net credit loss rate and 90+ days past due delinquency rate in North America Citi-branded cards increased quarter-over-quarter, primarily due to seasonality.

The net credit loss rate and 90+ days past due delinquency rate increased year-over-year, primarily driven by portfolio growth and seasoning of more recent vintages.

North America Citi Retail Services

Citi retail services partners directly with more than 20 retailers and dealers to offer private label and co-branded cards. Citi retail services’ target market is focused on select industry segments such as home improvement, specialty retail, consumer electronics and fuel.

Citi retail services continually evaluates opportunities to add partners within target industries that have strong loyalty, lending or payment programs and growth potential.

As shown in the chart above, the net credit loss rate and 90+ days past due delinquency rate in Citi retail services increased quarter-over-quarter, primarily due to seasonality.

The net credit loss rate and 90+ days past due delinquency rate increased year-over-year, primarily driven by an increase in net flow rates in later delinquency buckets.

Latin America Citi-Branded Cards

Latin America GCB issues proprietary and co-branded cards. As shown in the chart above, the net credit loss rate in Latin America Citi-branded cards increased quarter-over-quarter, primarily due to seasonality, while the 90+ days past due delinquency rate decreased, also primarily due to seasonality.

The net credit loss rate and 90+ days past due delinquency rate decreased year-over-year, primarily due to growth in recent vintages.

Asia Citi-Branded Cards⁽¹⁾


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

Asia GCB issues proprietary and co-branded cards.

As set forth in the chart above, the net credit loss rate in Asia Citi-branded cards increased quarter-over-quarter, primarily due to seasonality, and the 90+ days past due delinquency rate increased, mainly due to the impact of recent regulatory changes on collections.

The net credit loss rate and 90+ days past due delinquency rate increased year-over-year, due to the impact of recent regulatory changes on collections.

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

North America Cards FICO Distribution

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

Citi-Branded Cards



FICO distribution⁽¹⁾	March 31, 2020		December 31, 2019		March 31, 2019
> 760	39	%	42	%	41	%
680–760	42		40		41
< 680	19		18		18
Total	100	%	100	%	100	%

Citi Retail Services



FICO distribution⁽¹⁾	March 31, 2020		December 31, 2019		March 31, 2019
> 760	23	%	25	%	23	%
680–760	42		42		43
< 680	35		33		34
Total	100	%	100	%	100	%


(1)	The FICO bands in the tables are consistent with general industry peer presentations.

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

Additional Consumer Credit Details

Consumer Loan Delinquencies Amounts and Ratios



	EOP loans⁽¹⁾		90+ days past due⁽²⁾									30–89 days past due⁽²⁾
In millions of dollars, except EOP loan amounts in billions	March 31, 2020		March 31, 2020			December 31, 2019			March 31, 2019			March 31, 2020			December 31, 2019			March 31, 2019
Global Consumer Banking⁽³⁾⁽⁴⁾
Total	$	279.3	$	2,603		$	2,737		$	2,505		$	2,870		$	3,001		$	2,751
Ratio			0.93		%	0.91		%	0.90		%	1.03		%	1.00		%	0.99		%
Retail banking
Total	$	120.2	$	429		$	438		$	394		$	794		$	816		$	744
Ratio			0.36		%	0.35		%	0.34		%	0.66		%	0.66		%	0.63		%
North America	50.8		161			146			132			298			334			263
Ratio			0.32		%	0.29		%	0.28		%	0.59		%	0.67		%	0.56		%
Latin America	9.2		90			106			95			140			180			185
Ratio			0.98		%	0.91		%	0.84		%	1.52		%	1.54		%	1.64		%
Asia⁽⁵⁾	60.2		178			186			167			356			302			296
Ratio			0.30		%	0.30		%	0.28		%	0.59		%	0.48		%	0.50		%
Cards
Total	$	159.1	$	2,174		$	2,299		$	2,111		$	2,076		$	2,185		$	2,007
Ratio			1.37		%	1.31		%	1.32		%	1.30		%	1.25		%	1.25		%
North America—Citi-branded	88.4		891			915			828			770			814			731
Ratio			1.01		%	0.95		%	0.95		%	0.87		%	0.85		%	0.84		%
North America—Citi retail services	48.9		958			1,012			918			903			945			859
Ratio			1.96		%	1.91		%	1.88		%	1.85		%	1.79		%	1.76		%
Latin America	4.5		121			165			165			132			159			161
Ratio			2.69		%	2.75		%	2.95		%	2.93		%	2.65		%	2.88		%
Asia⁽⁵⁾	17.3		204			207			200			271			267			256
Ratio			1.18		%	1.04		%	1.06		%	1.57		%	1.34		%	1.36		%
Corporate/Other—Consumer⁽⁶⁾
Total	$	9.1	$	281		$	278		$	354		$	252		$	295		$	348
Ratio			3.23		%	3.02		%	2.97		%	2.90		%	3.21		%	2.92		%
Total Citigroup	$	288.4	$	2,884		$	3,015		$	2,859		$	3,122		$	3,296		$	3,099
Ratio			1.00		%	0.98		%	0.99		%	1.09		%	1.07		%	1.07		%


(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 with the U.S. government-sponsored agencies. The amounts excluded for loans 90+ days past due and (EOP loans) were $124 million ($0.5 billion), $135 million ($0.5 billion) and $173 million ($0.6 billion) as of March 31, 2020, December 31, 2019 and March 31, 2019, respectively. The amounts excluded for loans 30–89 days past due and (EOP loans) were $64 million ($0.5 billion), $72 million ($0.5 billion) and $78 million ($0.6 billion) as of March 31, 2020, December 31, 2019 and March 31, 2019, respectively.


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

(6)

The loans 90+ days past due and related ratios exclude U.S. mortgage loans that are guaranteed by U.S. government-sponsored agencies since the potential loss predominantly resides with the U.S. agencies. The amounts excluded for 90+ days past due and (EOP loans) for each period were $167 million ($0.4 billion), $172 million ($0.4 billion) and $309 million ($0.7 billion) as of March 31, 2020, December 31, 2019 and March 31, 2019, respectively. The amounts excluded for loans 30–89 days past due and (EOP loans) for each period were $58 million ($0.4 billion), $55 million ($0.4 billion) and $118 million ($0.7 billion) as of March 31, 2020, December 31, 2019 and March 31, 2019, respectively.

Consumer Loan Net Credit Losses and Ratios



	Average loans⁽¹⁾		Net credit losses⁽²⁾
In millions of dollars, except average loan amounts in billions	1Q20		1Q20			4Q19			1Q19
Global Consumer Banking
Total	$	290.3	$	1,983		$	1,842		$	1,868
Ratio			2.75		%	2.51		%	2.70		%
Retail banking
Total	$	123.1	$	235		$	227		$	233
Ratio			0.77		%	0.73		%	0.80		%
North America	50.5		37			42			39
Ratio			0.29		%	0.33		%	0.33		%
Latin America	11.1		130			116			136
Ratio			4.71		%	3.97		%	4.80		%
Asia⁽³⁾	61.5		68			69			58
Ratio			0.44		%	0.44		%	0.40		%
Cards
Total	$	167.2	$	1,748		$	1,615		$	1,635
Ratio			4.20		%	3.81		%	4.08		%
North America—Citi-branded	92.3		795			723			706
Ratio			3.46		%	3.10		%	3.26		%
North America—Citi retail services	50.5		694			643			663
Ratio			5.53		%	5.05		%	5.36		%
Latin America	5.6		147			143			160
Ratio			10.56		%	9.78		%	11.38		%
Asia⁽³⁾	18.8		112			106			106
Ratio			2.40		%	2.18		%	2.25		%
Corporate/Other—Consumer
Total	$	9.4	$	(2	)	$	(12	)	$	1
Ratio			(0.09		)%	0.45		%	0.03		%
Total Citigroup	$	299.7	$	1,981		$	1,830		$	1,869
Ratio			2.66		%	2.36		%	2.11		%


(1)	Average loans include interest and fees on credit cards.


(2)	The ratios of net credit losses are calculated based on average loans, net of unearned income.


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

CORPORATE CREDIT

Overall Corporate Credit Trends

For information about Citi’s corporate credit trends, uncertainties and risks related to the COVID-19 pandemic, see the “COVID-19 Overview” and “Risk Factor” sections above. For additional information on CECL, see “Significant Accounting Policies and Estimates” below, and Notes 1 and 14 to the Consolidated Financial Statements. For additional information on Citi’s corporate loan portfolios, see Note 13 to the Consolidated Financial Statements.

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



	March 31, 2020								December 31, 2019
In billions of dollars	Due within 1 year		Greater than 1 year but within 5 years		Greater than 5 years		Total exposure		Due within 1 year		Greater than 1 year but within 5 years		Greater than 5 years		Total exposure
Direct outstandings (on-balance sheet)⁽¹⁾	$	152	$	147	$	22	$	321	$	141	$	117	$	23	$	281
Unfunded lending commitments (off-balance sheet)⁽²⁾	137		217		10		364		145		249		17		411
Total exposure	$	289	$	364	$	32	$	685	$	286	$	366	$	40	$	692


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


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

Portfolio Mix—Industry

Citi’s corporate credit portfolio is diversified by industry. The following details the allocation of Citi’s total corporate credit portfolio by industry (excluding private bank):



	Total exposure
	March 31, 2020		December 31, 2019		March 31, 2019
Transportation and industrials	22	%	21	%	21	%
Consumer retail	12		12		10
Health	5		5		4
Technology, media and telecom	11		12		12
Power, chemicals, metals and mining	10		11		11
Banks and finance companies	9		8		8
Securities firms	—		—		—
Real estate	9		8		9
Energy and commodities	8		8		8
Public sector	4		4		4
Insurance	4		4		4
Asset managers and funds	3		4		4
Financial markets infrastructure	2		2		3
Other industries	1		1		2
Total	100	%	100	%	100	%

The following table details Citi’s corporate credit portfolio by industry as of March 31, 2020:



In millions of dollars	Total credit exposure		Funded⁽¹⁾		Unfunded		Investment grade		Non-investment grade		Credit derivative hedges⁽²⁾
Transportation and industrials	$	151,127	$	73,368	$	77,759	$	118,023	$	33,104	$	(8,836	)
Autos⁽³⁾	51,525		27,537		23,988		43,915		7,610		(3,331		)
Transportation	31,265		17,680		13,585		20,093		11,172		(1,899		)
Industrials	68,337		28,151		40,186		54,015		14,322		(3,606		)
Consumer retail	82,005		41,816		40,189		60,213		21,792		(4,545		)
Health	32,655		9,960		22,695		25,689		6,966		(1,775		)
Technology, media and telecom	77,050		35,373		41,677		58,923		18,127		(6,904		)
Power, chemicals, metals and mining	69,046		29,931		39,115		52,087		16,959		(5,422		)
Power	29,348		9,332		20,016		24,165		5,183		(2,373		)
Chemicals	24,034		11,878		12,156		18,719		5,315		(2,193		)
Metals and mining	15,664		8,721		6,943		9,203		6,461		(856		)
Banks and finance companies	59,188		39,087		20,101		49,413		9,775		(956		)
Securities firms	1,307		497		810		1,003		304		(1		)
Real estate	58,298		41,560		16,738		47,149		11,149		(628		)
Energy and commodities⁽⁴⁾	55,427		19,313		36,114		42,256		13,171		(3,350		)
Public sector	26,218		13,867		12,351		22,096		4,122		(1,260		)
Insurance	25,555		3,173		22,382		24,478		1,077		(2,255		)
Asset managers and funds	22,798		6,828		15,970		21,530		1,268		(151		)
Financial markets infrastructure	14,028		421		13,607		14,028		—		(12		)
Other industries	10,433		5,434		4,999		3,888		6,545		(64		)
Total	$	685,135	$	320,628	$	364,507	$	540,776	$	144,359	$	(36,159	)


(1)	Excludes $111,962 million of private bank loans at March 31, 2020.


(2)	Represents the notional amount of purchased credit protection in the form of derivatives to economically hedge funded and unfunded exposures.


(3)	Autos total credit exposure includes securitization financing facilities secured by auto loans and leases extended mainly to the finance company subsidiaries of global auto manufacturers, bank subsidiaries and independent auto finance companies, of approximately $19.2 billion ($11.0 billion in funded, with more than 99% rated investment grade) as of March 31, 2020.

(4)

In addition to this exposure, Citi has energy-related exposure within the public sector (e.g., energy-related state-owned entities) and the transportation and industrial sector (e.g., off-shore drilling entities) included in the table above. As of March 31, 2020, Citi’s total exposure to these energy-related entities remained largely consistent with December 31, 2019, at approximately $5 billion, of which approximately $3 billion consisted of direct outstanding funded loans.

The following table details Citi’s corporate credit portfolio by industry as of December 31, 2019:



In millions of dollars	Total credit exposure		Funded⁽¹⁾		Unfunded		Investment grade		Non-investment grade		Credit derivative hedges⁽²⁾
Transportation and industrials	$	146,643	$	59,726	$	86,917	$	120,777	$	25,866	$	(8,481	)
Autos⁽³⁾	48,604		21,564		27,040		43,570		5,034		(3,160		)
Transportation	29,984		14,550		15,434		23,021		6,963		(1,640		)
Industrials	68,055		23,612		44,443		54,186		13,869		(3,681		)
Consumer retail	81,338		36,117		45,221		62,993		18,345		(4,536		)
Health	35,008		8,790		26,218		27,791		7,217		(1,779		)
Technology, media and telecom	83,199		31,333		51,866		63,845		19,354		(6,820		)
Power, chemicals, metals and mining	73,961		24,377		49,584		58,670		15,291		(5,378		)
Power	34,349		7,683		26,666		29,317		5,032		(2,284		)
Chemicals	23,721		9,152		14,569		18,790		4,931		(2,261		)
Metals and mining	15,891		7,542		8,349		10,563		5,328		(833		)
Banks and finance companies	52,036		32,571		19,465		43,663		8,373		(1,021		)
Securities firms	1,151		423		728		801		350		(1		)
Real estate	55,518		38,058		17,460		49,461		6,057		(616		)
Energy and commodities⁽⁴⁾	53,317		17,428		35,889		42,996		10,321		(3,136		)
Public sector	27,194		14,226		12,968		23,294		3,900		(1,094		)
Insurance	24,305		1,658		22,647		23,370		935		(2,273		)
Asset managers and funds	24,763		6,942		17,821		22,357		2,406		(107		)
Financial markets infrastructure	16,838		22		16,816		16,838		—		(12		)
Other industries	16,842		9,282		7,560		8,300		8,542		35
Total	$	692,113	$	280,953	$	411,160	$	565,156	$	126,957	$	(35,219	)


(1)	Excludes $108,982 million of private bank loans at December 31, 2019.


(2)	Represents the notional amount of purchased credit protection in the form of derivatives to economically hedge funded and unfunded exposures.


(3)	Autos total credit exposure includes securitization financing facilities secured by auto loans and leases extended mainly to the finance company subsidiaries of global auto manufacturers, bank subsidiaries and independent auto finance companies, of approximately $17.9 billion ($7.7 billion in funded) as of December 31, 2019, of which more than 99% were investment grade at December 31, 2019.

(4)

In addition to this exposure, Citi has energy-related exposure within the public sector (e.g., energy-related state-owned entities) and transportation and industrial sector (e.g., off-shore drilling entities) included in the table above. As of December 31, 2019, Citi’s total exposure to these energy-related entities remained largely consistent with September 30, 2019, at approximately $6 billion, of which approximately $3 billion consisted of direct outstanding funded loans.

Portfolio Mix—Geography and Counterparty

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



	March 31, 2020		December 31, 2019		March 31, 2019
North America	55	%	55	%	54	%
EMEA	26		26		28
Asia	12		12		11
Latin America	7		7		7
Total	100	%	100	%	100	%

The maintenance of accurate and consistent risk ratings across the corporate credit portfolio facilitates the comparison of credit exposure across all lines of business, geographic regions and products. Counterparty risk ratings reflect an estimated probability of default for a counterparty

and are derived by leveraging validated statistical models, scorecard models and external agency ratings (under defined circumstances), in combination with consideration of factors specific to the obligor or market, such as management experience, competitive position, regulatory environment and commodity prices. Facility risk ratings are assigned that reflect the probability of default of the obligor and factors that affect the loss given default of the facility, such as support or collateral. Internal obligor ratings that generally correspond to BBB and above are considered investment grade, while those below are considered non-investment grade.

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

The following table presents the corporate credit portfolio (excluding private bank) by facility risk rating as a percentage of the total corporate credit portfolio:



	Total exposure
	March 31, 2020		December 31, 2019		March 31, 2019
AAA/AA/A	44	%	46	%	49	%
BBB	35		36		35
BB/B	19		16		15
CCC or below	2		2		1
Total	100	%	100	%	100	%

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

For additional information on Citi’s corporate credit portfolio, see Note 13 to the Consolidated Financial Statements.

Credit Risk Mitigation

As part of its overall risk management activities, Citigroup uses credit derivatives and other risk mitigants to hedge portions of the credit risk in its corporate credit portfolio, in addition to outright asset sales. Citi may enter into partial-term hedges as well as full-term hedges. In advance of the expiration of partial-term hedges, Citi will determine, among other factors, the economic feasibility of hedging the remaining life of the instrument. The results of the mark-to-market and any realized gains or losses on credit derivatives are reflected primarily in Principal transactions in the Consolidated Statement of Income.

At March 31, 2020, December 31, 2019 and March 31, 2019, ICG (excluding private bank) had economic hedges in place on the corporate credit portfolio of $36.2 billion, $35.2 billion and $30.4 billion, respectively. Citigroup’s expected loss model used in the calculation of its loan loss reserve does not include the favorable impact of credit derivatives and other mitigants that are marked to market. In addition, the reported amounts of direct outstandings and unfunded lending commitments in the tables above do not reflect the impact of these hedging transactions. The credit protection was economically hedging underlying ICG (excluding private bank) corporate credit portfolio exposures with the following risk rating distribution:

Rating of Hedged Exposure



	March 31, 2020		December 31, 2019		March 31, 2019
AAA/AA/A	28	%	32	%	36	%
BBB	52		51		48
BB/B	18		15		15
CCC or below	2		2		1
Total	100	%	100	%	100	%

ADDITIONAL CONSUMER AND CORPORATE CREDIT DETAILS

Loans Outstanding



	1st Qtr.			4th Qtr.			3rd Qtr.			2nd Qtr.			1st Qtr.
In millions of dollars	2020			2019			2019			2019			2019
Consumer loans
In North America offices⁽¹⁾
Residential first mortgages⁽²⁾	$	47,260		$	47,008		$	46,337		$	45,474		$	45,351
Home equity loans⁽²⁾	8,936			9,223			9,850			10,404			10,937
Credit cards	137,316			149,163			141,560			140,246			135,893
Personal, small business and other	3,675			3,699			3,793			3,873			3,932
Total	$	197,187		$	209,093		$	201,540		$	199,997		$	196,113
In offices outside North America⁽¹⁾
Residential first mortgages⁽²⁾	$	35,400		$	37,686		$	36,644		$	36,580		$	36,114
Credit cards	21,801			25,909			24,367			24,975			24,343
Personal, small business and other	34,042			36,860			34,849			34,953			34,398
Total	$	91,243		$	100,455		$	95,860		$	96,508		$	94,855
Consumer loans, net of unearned income⁽³⁾	$	288,430		$	309,548		$	297,400		$	296,505		$	290,968
Corporate loans
In North America offices⁽¹⁾
Commercial and industrial	$	81,231		$	55,929		$	59,645		$	64,601		$	66,455
Financial institutions	60,653			53,922			52,678			47,610			49,985
Mortgage and real estate⁽²⁾	55,428			53,371			52,972			51,321			49,746
Installment and other	30,591			31,238			31,303			33,555			31,960
Lease financing	988			1,290			1,314			1,385			1,405
Total	$	228,891		$	195,750		$	197,912		$	198,472		$	199,551
In offices outside North America⁽¹⁾
Commercial and industrial	$	121,703		$	112,668		$	120,900		$	117,759		$	117,006
Financial institutions	37,003			40,211			37,908			37,523			39,155
Mortgage and real estate⁽²⁾	9,639			9,780			7,811			7,577			7,005
Installment and other	31,728			27,303			26,774			27,333			24,868
Lease financing	72			95			80			92			95
Governments and official institutions	3,554			4,128			2,958			3,409			3,698
Total	$	203,699		$	194,185		$	196,431		$	193,693		$	191,827
Corporate loans, net of unearned income⁽⁴⁾	$	432,590		$	389,935		$	394,343		$	392,165		$	391,378
Total loans—net of unearned income	$	721,020		$	699,483		$	691,743		$	688,670		$	682,346
Allowance for credit losses on loans (ACLL)	(20,841		)	(12,783		)	(12,530		)	(12,466		)	(12,329		)
Total loans—net of unearned income and ACLL	$	700,179		$	686,700		$	679,213		$	676,204		$	670,017
ACLL as a percentage of total loans— net of unearned income⁽⁵⁾	2.91		%	1.84		%	1.82		%	1.82		%	1.82		%
ACLL for consumer loan losses as a percentage of total consumer loans—net of unearned income⁽⁵⁾	6.03		%	3.20		%	3.27		%	3.26		%	3.30		%
ACLL for corporate loan losses as a percentage of total corporate loans—net of unearned income⁽⁵⁾	0.81		%	0.75		%	0.72		%	0.72		%	0.70		%


(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 $771 million, $783 million, $783 million, $751 million and $735 million at March 31, 2020, December 31, 2019, September 30, 2019, June 30, 2019 and March 31, 2019, respectively. Unearned income on consumer loans primarily represents unamortized origination fees and costs, premiums and discounts.

(4)

Corporate loans include private bank loans and are net of unearned income of $(791) million, $(814) million, $(818) million, $(853) million and $(843) million at March 31, 2020, December 31, 2019, September 30, 2019, June 30, 2019 and March 31, 2019, respectively. Unearned income on corporate loans primarily represents interest received in advance, but not yet earned, on loans originated on a discounted basis.


(5)	Because loans carried at fair value do not have an ACLL, they are excluded from the ACLL ratio calculation.

Details of Credit Loss Experience



	1st Qtr.			4th Qtr.			3rd Qtr.			2nd Qtr.			1st Qtr.
In millions of dollars	2020			2019			2019			2019			2019
Allowance for credit losses on loans (ACLL) at beginning of period	$	12,783		$	12,530		$	12,466		$	12,329		$	12,315
Adjustment to opening balance for CECL adoption⁽¹⁾	4,201			—			—			—			—
Adjusted ACLL at beginning of period	$	16,984		$	12,530		$	12,466		$	12,329		$	12,315
Provision for credit losses on loans (PCLL)
Consumer	$	5,001		$	1,948		$	1,916		$	1,947		$	1,940
Corporate	1,443			175			146			142			4
Total	$	6,444		$	2,123		$	2,062		$	2,089		$	1,944
Gross credit losses on loans
Consumer
In U.S. offices	$	1,763		$	1,672		$	1,564		$	1,659		$	1,643
In offices outside the U.S.	578			535			588			591			602
Corporate
In U.S. offices	116			68			98			62			60
In offices outside the U.S.	22			86			31			42			40
Total	$	2,479		$	2,361		$	2,281		$	2,354		$	2,345
Credit recoveries on loans⁽²⁾
Consumer
In U.S. offices	$	239		$	249		$	231		$	253		$	242
In offices outside the U.S.	121			128			118			123			134
Corporate
In U.S. offices	6			9			13			7			7
In offices outside the U.S.	5			31			6			8			14
Total	$	371		$	417		$	368		$	391		$	397
Net credit losses on loans (NCLs)
In U.S. offices	$	1,634		$	1,482		$	1,418		$	1,461		$	1,454
In offices outside the U.S.	474			462			495			502			494
Total	$	2,108		$	1,944		$	1,913		$	1,963		$	1,948
Other—net^{(3)(4)(5)(6)(7)(8)}	$	(479	)	$	74		$	(85	)	$	11		$	18
Allowance for credit losses on loans (ACLL) at end of period	$	20,841		$	12,783		$	12,530		$	12,466		$	12,329
ACLL as a percentage of EOP loans⁽⁹⁾	2.91		%	1.84		%	1.82		%	1.82		%	1.82		%
Allowance for credit losses on unfunded lending commitments (ACLUC)⁽¹⁰⁾	$	1,813		$	1,456		$	1,385		$	1,376		$	1,391
Total ACLL and ACLUC	$	22,654		$	14,239		$	13,915		$	13,842		$	13,720
Net consumer credit losses on loans	$	1,981		$	1,830		$	1,803		$	1,874		$	1,869
As a percentage of average consumer loans	2.66		%	2.41		%	2.42		%	2.57		%	2.58		%
Net corporate credit losses on loans	$	127		$	114		$	110		$	89		$	79
As a percentage of average corporate loans	0.13		%	0.12		%	0.11		%	0.09		%	0.08		%
ACLL by type at end of period⁽¹¹⁾
Consumer	$	17,390		$	9,897		$	9,727		$	9,679		$	9,598
Corporate	3,451			2,886			2,803			2,787			2,731
Total	$	20,841		$	12,783		$	12,530		$	12,466		$	12,329

(1)

On January 1, 2020, Citi adopted Accounting Standards Update (ASC) 326, Financial Instruments—Credit Losses (CECL). The ASU introduces a new credit loss methodology requiring earlier recognition of credit losses while also providing additional transparency about credit risk. On January 1, 2020, Citi recorded a $4.1 billion, or an approximate 29%, pretax increase in the Allowance for credit losses, along with a $3.1 billion after-tax decrease in Retained earnings and a deferred tax asset increase of $1.0 billion. This transition impact reflects (i) a $4.9 billion build to the Consumer allowance for credit losses due to longer estimated tenors than under the incurred loss methodology under prior U.S. GAAP, net of recoveries; and (ii) a $(0.8) billion decrease to the Corporate allowance for credit losses due to shorter remaining tenors, incorporation of recoveries and use of more specific historical loss data based on an increase in portfolio segmentation across industries and geographies. See Note 1 to the Consolidated Financial Statements for further discussion on the impact of Citi’s adoption of CECL.


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


(3)	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.


(4)	The first quarter of 2020 includes a decrease of approximately $483 million related to FX translation.


(5)	The fourth quarter of 2019 includes an increase of approximately $86 million related to FX translation.


(6)	The third quarter of 2019 includes a decrease of approximately $65 million related to FX translation.


(7)	The second quarter of 2019 includes an increase of approximately $13 million related to FX translation.


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


(9)	March 31, 2020, December 31, 2019, September 30, 2019, June 30, 2019 and March 31, 2019, exclude $4.0 billion, $4.1 billion, $3.9 billion, $3.8 billion and $3.9 billion, respectively, of loans that are carried at fair value.


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


(11)	See “Significant Accounting Policies and Significant Estimates” and Note 1 to the Consolidated Financial Statements. Attribution of the allowance is made for analytical purposes only and the entire allowance is available to absorb probable credit losses inherent in the overall portfolio.

Allowance for Credit Losses on Loans (ACLL)

The following tables detail information on Citi’s ACLL, loans and coverage ratios:



	March 31, 2020
In billions of dollars	ACLL		EOP loans, net of unearned income		ACLL as a percentage of EOP loans⁽¹⁾
North America cards⁽²⁾	$	13.4	$	137.3	9.8	%
North America mortgages⁽³⁾	0.6		56.2		1.1
North America other	0.3		3.7		8.1
International cards	1.7		21.8		7.8
International other⁽⁴⁾	1.4		69.4		2.0
Total consumer	$	17.4	$	288.4	6.0	%
Total corporate	3.4		432.6		0.8
Total Citigroup	$	20.8	$	721.0	2.9	%


(1)	Because loans carried at fair value do not have an ACLL, they are excluded from the ACLL ratio calculation.


(2)	Includes both Citi-branded cards and Citi retail services. The $13.4 billion of loan loss reserves represented approximately 27 months of coincident net credit loss coverage. As of March 31, 2020, North America Citi-branded cards ACLL as a percentage of EOP loans was 8.2% and North America Citi retail services ACLL as a percentage of EOP loans was 12.6%.

(3)

Of the $0.6 billion, approximately $0.3 billion was allocated to North America mortgages in Corporate/Other, including approximately $0.5 billion and $0.1 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 $54.3 billion and $1.9 billion of the loans were evaluated in accordance with ASC 450-20 and ASC 310-10-35 (troubled debt restructurings), respectively. For additional information, see Note 14 to the Consolidated Financial Statements.


(4)	Includes mortgages and other retail loans.



	December 31, 2019
In billions of dollars	ACLL		EOP loans, net of unearned income		ACLL as a percentage of EOP 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		74.9		2.4
Total consumer	$	9.9	$	309.9	3.2	%
Total corporate	2.9		389.9		0.7
Total Citigroup	$	12.8	$	699.8	1.8	%


(1)	Because loans carried at fair value do not have an ACLL, they are excluded from the ACLL ratio calculation.


(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 14 to the Consolidated Financial Statements.


(4)	Includes mortgages and other retail loans.

Non-Accrual Loans and Assets and Renegotiated Loans

For additional information on Citi’s non-accrual loans and assets and renegotiated loans, see “Non-Accrual Loans and Assets and Renegotiated Loans” in Citi’s 2019 Annual Report on Form 10-K.

Non-Accrual Loans

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



	Mar. 31,		Dec. 31,		Sept. 30,		Jun. 30,		Mar. 31,
In millions of dollars	2020		2019		2019		2019		2019
Corporate non-accrual loans⁽¹⁾
North America	$	1,138	$	1,214	$	1,056	$	913	$	1,061
EMEA	720		430		307		321		317
Latin America	447		473		399		353		305
Asia	179		71		84		80		49
Total corporate non-accrual loans	$	2,484	$	2,188	$	1,846	$	1,667	$	1,732
Consumer non-accrual loans⁽²⁾
North America	$	926	$	905	$	1,013	$	1,082	$	1,090
Latin America	489		632		595		629		614
Asia⁽³⁾	284		279		258		260		251
Total consumer non-accrual loans	$	1,699	$	1,816	$	1,866	$	1,971	$	1,955
Total non-accrual loans	$	4,183	$	4,004	$	3,712	$	3,638	$	3,687


(1)	Approximately 50%, 44%, 41%, 48% and 46% of Citi’s corporate non-accrual loans were performing at March 31, 2020, December 31, 2019, September 30, 2019, June 30, 2019 and March 31, 2019, respectively.


(2)	Excludes purchased credit deteriorated loans, as they are generally accreting interest. The carrying value of these loans was $129 million at March 31, 2020, $128 million at December 31, 2019, $117 million at September 30, 2019, $123 million at June 30, 2019 and $125 million at March 31, 2019.


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

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



	Three Months Ended									Three Months Ended
	March 31, 2020									March 31, 2019
In millions of dollars	Corporate			Consumer			Total			Corporate			Consumer			Total
Non-accrual loans at beginning of period	$	2,188		$	1,816		$	4,004		$	1,311		$	2,027		$	3,338
Additions	816			952			1,768			723			722			1,445
Sales and transfers to HFS	(1		)	(20		)	(21		)	(5		)	(34		)	(39		)
Returned to performing	(48		)	(91		)	(139		)	(28		)	(142		)	(170		)
Paydowns/settlements	(354		)	(324		)	(678		)	(485		)	(174		)	(659		)
Charge-offs	(91		)	(327		)	(418		)	(35		)	(402		)	(437		)
Other	(26		)	(307		)	(333		)	251			(42		)	209
Ending balance	$	2,484		$	1,699		$	4,183		$	1,732		$	1,955		$	3,687

The table below summarizes Citigroup’s other real estate owned (OREO) assets. OREO is recorded on the Consolidated Balance Sheet within Other assets. This represents the carrying value of all real estate property acquired by foreclosure or other legal proceedings when Citi has taken possession of the collateral:



	Mar. 31,			Dec. 31,			Sept. 30,			Jun. 30,			Mar. 31,
In millions of dollars	2020			2019			2019			2019			2019
OREO
North America	$	35		$	39		$	51		$	47		$	63
EMEA	1			1			1			1			1
Latin America	6			14			14			14			13
Asia	8			7			6			20			21
Total OREO	$	50		$	61		$	72		$	82		$	98
Non-accrual assets
Corporate non-accrual loans	$	2,484		$	2,188		$	1,846		$	1,667		$	1,732
Consumer non-accrual loans	1,699			1,816			1,866			1,971			1,955
Non-accrual loans (NAL)	$	4,183		$	4,004		$	3,712		$	3,638		$	3,687
OREO	$	50		$	61		$	72		$	82		$	98
Non-accrual assets (NAA)	$	4,233		$	4,065		$	3,784		$	3,720		$	3,785
NAL as a percentage of total loans	0.58		%	0.57		%	0.54		%	0.53		%	0.54		%
NAA as a percentage of total assets	0.19			0.21			0.19			0.19			0.19
ACLL as a percentage of NAL⁽¹⁾	498		%	319		%	338		%	343		%	334		%


(1)	The allowance for credit on loans 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 credit deteriorated loans as these continue to accrue interest until charge-off.

Renegotiated Loans

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



In millions of dollars	Mar. 31, 2020		Dec. 31, 2019
Corporate renegotiated loans⁽¹⁾
In U.S. offices
Commercial and industrial⁽²⁾	$	332	$	226
Mortgage and real estate	56		57
Financial institutions	—		—
Other	3		4
Total	$	391	$	287
In offices outside the U.S.
Commercial and industrial⁽²⁾	$	353	$	200
Mortgage and real estate	21		22
Financial institutions	—		—
Other	12		40
Total	$	386	$	262
Total corporate renegotiated loans	$	777	$	549
Consumer renegotiated loans⁽³⁾
In U.S. offices
Mortgage and real estate	$	1,916	$	1,956
Cards	1,489		1,464
Installment and other	19		17
Total	$	3,424	$	3,437
In offices outside the U.S.
Mortgage and real estate	$	243	$	305
Cards	424		466
Installment and other	388		400
Total	$	1,055	$	1,171
Total consumer renegotiated loans	$	4,479	$	4,608


(1)	Includes $514 million and $472 million of non-accrual loans included in the non-accrual loans table above at March 31, 2020 and December 31, 2019, respectively. The remaining loans are accruing interest.


(2)	In addition to modifications reflected as TDRs at March 31, 2020 and December 31, 2019, Citi also modified $25 million and $26 million, respectively, of commercial loans risk rated “Substandard Non-Performing” or worse (asset category defined by banking regulators) in offices outside the U.S. These modifications were not considered TDRs because the modifications did not involve a concession.


(3)	Includes $747 million and $814 million of non-accrual loans included in the non-accrual loans table above at March 31, 2020 and December 31, 2019, respectively. The remaining loans are accruing interest.

LIQUIDITY RISK

For additional information on funding and liquidity at Citigroup, including its objectives, management and measurement, see “Liquidity Risk” and “Risk Factors” in Citi’s 2019 Annual Report on Form 10-K.

High-Quality Liquid Assets (HQLA)



	Citibank						Citi non-bank and other entities						Total
In billions of dollars	Mar. 31, 2020		Dec. 31, 2019		Mar. 31, 2019		Mar. 31, 2020		Dec. 31, 2019		Mar. 31, 2019		Mar. 31, 2020		Dec. 31, 2019		Mar. 31, 2019
Available cash	$	170.9	$	158.7	$	94.7	$	3.1	$	2.1	$	34.9	$	174.0	$	160.8	$	129.6
U.S. sovereign	92.1		100.2		94.9		34.7		29.6		29.5		126.8		129.8		124.4
U.S. agency/agency MBS	52.4		56.9		59.3		7.2		4.4		5.3		59.6		61.3		64.6
Foreign government debt⁽¹⁾	66.3		66.4		67.7		12.7		16.5		3.5		78.9		82.9		71.2
Other investment grade	1.5		2.4		3.5		1.1		0.5		1.6		2.7		2.8		5.1
Total HQLA (AVG)	$	383.2	$	384.6	$	320.1	$	58.8	$	53.1	$	74.8	$	442.0	$	437.6	$	394.9

Note: The amounts set forth in the table above are presented on an average basis. For securities, the amounts represent the liquidity value that potentially could be realized and, therefore, exclude any securities that are encumbered and incorporate any haircuts that would be required for securities financing transactions. The table above incorporates various restrictions that could limit the transferability of liquidity between legal entities, including Section 23A of the Federal Reserve Act.


(1)	Foreign government debt includes securities issued or guaranteed by foreign sovereigns, agencies and multilateral development banks. Foreign government debt securities are held largely to support local liquidity requirements and Citi’s local franchises and principally include government bonds from Hong Kong, Singapore, Malaysia, India and South Korea.

The table above includes average amounts of HQLA held at Citigroup’s operating entities that are eligible for inclusion in the calculation of Citigroup’s consolidated Liquidity Coverage Ratio (LCR), pursuant to the U.S. LCR rules. These amounts include the HQLA needed to meet the minimum requirements at these entities and any amounts in excess of these minimums that are assumed to be transferable to other entities within Citigroup. Citigroup’s HQLA increased modestly quarter-over-quarter, primarily due to long-term debt issuance. While Citi saw strong deposit growth in the first quarter of 2020, it occurred late in the quarter and therefore did not have a meaningful impact on Citigroup’s average HQLA.

As of March 31, 2020, Citigroup had approximately $840 billion of available liquidity resources to support client and business needs, including end-of-period HQLA assets; additional unencumbered securities, including excess liquidity held at bank entities that is non-transferable to other entities within Citigroup; and available assets not already accounted for within the Company’s HQLA to support Federal Home Loan Bank (FHLB) and Federal Reserve Bank discount window borrowing capacity.

Short-Term Liquidity Measurement: Liquidity Coverage Ratio (LCR)

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



In billions of dollars	Mar. 31, 2020			Dec. 31, 2019			Mar. 31, 2019
HQLA	$	442.0		$	437.6		$	394.9
Net outflows	385.8			382.0			331.6
LCR	115		%	115		%	119		%
HQLA in excess of net outflows	$	56.2		$	55.6		$	63.3

Note: The amounts are presented on an average basis.

As of March 31, 2020, Citigroup’s average LCR remained unchanged from the quarter ended December 31, 2019, as an increase in the average HQLA reflecting the issuance of long-term debt was offset by an increase in the average net outflows.

Loans

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



In billions of dollars	Mar. 31, 2020		Dec. 31, 2019		Mar. 31, 2019
Global Consumer Banking
North America	$	193.3	$	192.7	$	185.5
Latin America	16.7		17.4		17.2
Asia⁽¹⁾	80.3		80.9		77.9
Total	$	290.3	$	291.0	$	280.6
Institutional Clients Group
Corporate lending	$	159.9	$	154.2	$	161.7
Treasury and trade solutions (TTS)	73.1		74.5		75.1
Private bank	109.9		106.6		97.2
Markets and securities services and other	52.1		56.0		51.0
Total	$	395.0	$	391.3	$	385.0
Total Corporate/Other	$	9.4	$	10.3	$	13.6
Total Citigroup loans (AVG)	$	694.7	$	692.6	$	679.2
Total Citigroup loans (EOP)	$	721.0	$	699.5	$	682.3


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

End-of-period loans increased 6% year-over-year and 3% sequentially. Excluding the impact of FX translation, end-of-period loans increased 8% year-over-year and 5% sequentially.

On an average basis, loans increased 2% year-over-year and remained largely unchanged sequentially. Excluding the impact of FX translation, average loans increased 3% year-over-year and 4% in aggregate across GCB and ICG. Average GCB loans grew 4% year-over-year, driven by growth across regions.

Excluding the impact of FX translation, average ICG loans increased 4% year-over-year, driven primarily by the private bank. Loans in corporate lending were largely unchanged on an average basis, but grew 22% on an end-of-period basis, reflecting drawdowns and new facilities as Citi’s clients built liquidity in response to the COVID-19 pandemic.

Average Corporate/Other loans continued to decline (down 31%), driven by the wind-down of legacy assets.

Deposits

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



In billions of dollars	Mar. 31, 2020		Dec. 31, 2019		Mar. 31, 2019
Global Consumer Banking
North America	$	161.3	$	156.2	$	149.6
Latin America	22.9		23.0		22.7
Asia⁽¹⁾	105.9		103.4		99.4
Total	$	290.1	$	282.6	$	271.7
Institutional Clients Group
Treasury and trade solutions (TTS)	$	571.3	$	558.7	$	510.9
Banking ex-TTS	140.1		140.7		130.1
Markets and securities services	100.1		95.0		90.0
Total	$	811.5	$	794.4	$	731.0
Corporate/Other	$	12.9	$	12.5	$	14.4
Total Citigroup deposits (AVG)	$	1,114.5	$	1,089.5	$	1,017.1
Total Citigroup deposits (EOP)	$	1,184.9	$	1,070.6	$	1,030.4


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

End-of-period deposits increased 15% year-over-year and 11% sequentially. Excluding the impact of FX translation, end-of-period deposits increased 17% year-over-year and 13% sequentially.

On an average basis, deposits increased 10% year-over-year and 2% sequentially. Excluding the impact of FX translation, average deposits grew 11% from the prior-year period.

In GCB, average deposit growth accelerated to 8%, driven by strong growth across all regions. In North America GCB, strong average deposit growth of 8% reflected digital deposit sales, as well as good engagement with existing clients.

Within ICG, deposits grew 12% year-over-year on an average basis, and 21% on an end-of-period basis, primarily driven by strong deposit inflows in TTS and securities services, from both corporate and investor clients, particularly in March.

Long-Term Debt

The weighted-average maturity of unsecured long-term debt issued by Citigroup and its affiliates (including Citibank) with a remaining life greater than one year was approximately 9.0 years as of March 31, 2020, compared to 8.6 years as of the prior year and 8.4 years as of the prior quarter. The weighted-average maturity is calculated based on the contractual maturity of each security. For securities that are redeemable prior to maturity at the option of the holder, the weighted-average maturity is calculated based on the earliest date an option becomes exercisable.

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

Long-Term Debt Outstanding

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



In billions of dollars	Mar. 31, 2020		Dec. 31, 2019		Mar. 31, 2019
Parent and other⁽¹⁾
Benchmark debt:
Senior debt	$	115.5	$	106.6	$	109.7
Subordinated debt	27.5		25.5		24.9
Trust preferred	1.7		1.7		1.7
Customer-related debt	51.7		53.8		42.4
Local country and other⁽²⁾	7.3		7.9		3.4
Total parent and other	$	203.7	$	195.5	$	182.1
Bank
FHLB borrowings	$	16.0	$	5.5	$	10.5
Securitizations⁽³⁾	20.8		20.7		25.9
Citibank benchmark senior debt	22.2		23.1		21.4
Local country and other⁽²⁾	3.4		4.0		3.7
Total bank	$	62.4	$	53.3	$	61.5
Total long-term debt	$	266.1	$	248.8	$	243.6

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


(1)	Parent and other includes long-term debt issued to third parties by the parent holding company (Citigroup) and Citi’s non-bank subsidiaries (including broker-dealer subsidiaries) that are consolidated into Citigroup. As of March 31, 2020, Parent and other included $47.2 billion of long-term debt issued by Citi’s broker-dealer and other 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.

Citi’s total long-term debt outstanding increased both year-over-year and sequentially. The increase year-over-year was primarily driven by the issuance of customer-related debt and unsecured senior benchmark debt at the non-bank entities, as an increase in FHLB borrowings was offset by a decline in securitizations at the bank. Sequentially, the increase in Citi’s total long-term debt outstanding was primarily driven by the an increase in FHLB borrowings at the bank and the issuance of unsecured senior benchmark debt and customer-related debt at the non-bank entities.

As part of its liability management, Citi has considered, and may continue to consider, opportunities to repurchase its long-term debt pursuant to open market purchases, tender offers or other means. Such repurchases help reduce Citi’s overall funding costs. During the first quarter of 2020, Citi repurchased and called an aggregate of approximately $9.4 billion of its outstanding long-term debt, including early redemptions of FHLB advances.

Long-Term Debt Issuances and Maturities

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



	1Q20				4Q19				1Q19
In billions of dollars	Maturities		Issuances		Maturities		Issuances		Maturities		Issuances
Parent and other
Benchmark debt:
Senior debt	$	2.1	$	7.6	$	4.3	$	7.0	$	0.2	$	4.6
Subordinated debt	—		—		—		—		—		—
Trust preferred	—		—		—		—		—		—
Customer-related debt	6.4		7.9		5.9		6.3		1.0		5.2
Local country and other	0.4		0.2		0.6		5.0		—		0.3
Total parent and other	$	8.9	$	15.7	$	10.8	$	18.3	$	1.2	$	10.1
Bank
FHLB borrowings	$	2.4	$	12.9	$	—	$	—	$	—	$	—
Securitizations	0.1		—		2.1		0.1		2.6		—
Citibank benchmark senior debt	1.0		—		—		—		2.5		5.0
Local country and other	0.7		0.3		0.2		0.6		0.3		0.5
Total bank	$	4.2	$	13.2	$	2.3	$	0.7	$	5.4	$	5.5
Total	$	13.1	$	28.9	$	13.1	$	19.0	$	6.6	$	15.6

The table below shows Citi’s aggregate long-term debt maturities (including repurchases and redemptions) during the first quarter of 2020, as well as its aggregate expected remaining long-term debt maturities by year as of March 31, 2020:



	1Q20		Maturities
In billions of dollars	1Q20		2020		2021		2022		2023		2024		2025		Thereafter		Total
Parent and other
Benchmark debt:
Senior debt	$	2.1	$	4.4	$	14.2	$	11.5	$	12.6	$	7.0	$	7.4	$	58.5	$	115.5
Subordinated debt	—		—		—		0.7		1.3		1.1		5.2		19.1		27.5
Trust preferred	—		—		—		—		—		—		—		1.7		1.7
Customer-related debt	6.4		5.3		6.1		6.1		3.9		3.2		2.1		25.0		51.7
Local country and other	0.4		1.0		3.7		1.5		—		—		—		1.1		7.3
Total parent and other	$	8.9	$	10.7	$	24.0	$	19.8	$	17.8	$	11.3	$	14.7	$	105.4	$	203.7
Bank
FHLB borrowings	$	2.4	$	3.1	$	7.7	$	5.2	$	—	$	—	$	—	$	—	$	16.0
Securitizations	0.1		4.3		7.1		2.2		2.5		1.1		0.4		3.3		20.8
Citibank benchmark senior debt	1.0		8.8		5.1		5.6		—		2.8		—		—		22.2
Local country and other	0.7		1.2		0.7		0.5		0.1		0.5		—		0.2		3.4
Total bank	$	4.2	$	17.4	$	20.6	$	13.5	$	2.6	$	4.4	$	0.4	$	3.5	$	62.4
Total long-term debt	$	13.1	$	28.1	$	44.6	$	33.3	$	20.4	$	15.7	$	15.1	$	108.9	$	266.1

Secured Funding Transactions and Short-Term Borrowings

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

Secured Funding Transactions

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

Secured funding of $222 billion as of March 31, 2020 increased 17% from the prior-year period and 34% sequentially. Excluding the impact of FX translation, secured funding increased 21% from the prior-year period and 39% sequentially, both driven by normal business activity. The average balances for secured funding were approximately $199 billion for the quarter ended March 31, 2020.

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

The remainder of the secured funding activity in the broker-dealer subsidiaries serves to fund securities inventory held in the context of market making and customer activities. To maintain reliable funding under a wide range of market conditions, including under periods of stress, Citi manages these activities by taking into consideration the quality of the underlying collateral and establishing minimum required funding tenors. The weighted average maturity of Citi’s secured funding of less liquid securities inventory was greater than 110 days as of March 31, 2020.

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

Short-Term Borrowings

Citi’s short-term borrowings of $55 billion increased 40% year-over-year and 22% sequentially, primarily driven by an increase in FHLB advances as well as Citi’s participation in the FRB’s Money Market Mutual Fund Liquidity Facility (as described in “U.S. Government-Sponsored Liquidity Programs” above) to facilitate client activity and support Federal Reserve Board actions to provide additional liquidity into the market (see Note 16 to the Consolidated Financial Statements for further information on Citigroup’s and its affiliates’ outstanding short-term borrowings).

Credit Ratings

While not included in the table below, the long-term and short-term ratings of Citigroup Global Markets Holdings Inc. (CGMHI) were BBB+/A-2 at Standard & Poor’s and A/F1 at Fitch as of March 31, 2020.

Ratings as of March 31, 2020



	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

Recent Credit Rating Developments

On April 22, 2020, Fitch Ratings affirmed Citi’s Long-Term and Short-Term Issuer Default Ratings (IDR) at A and F1, respectively. The Rating Outlook is revised to Negative from Stable reflecting the disruption to economic activity and financial markets from the COVID-19 pandemic. As part of this action, the outlooks for operating subsidiaries have also been revised from Stable to Negative in line with the parent company.

In addition, per Fitch’s updated Bank Rating Criteria, published February 28, 2020, Fitch downgraded Citi’s subordinated debt by one notch to BBB+ and removed it from under criteria observation (UCO) to reflect the change in baseline notching for loss severity. Citi’s preferred stock rating was upgraded by one notch to BBB- and removed from UCO to reflect a reduction in incremental non-performance risk notching under the new criteria.

Potential Impacts of Ratings Downgrades

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

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

ratings downgrade across all three major rating agencies. This analysis is subject to certain estimates, estimation methodologies, judgments and uncertainties. Uncertainties include potential ratings limitations that certain entities may have with respect to permissible counterparties, as well as general subjective counterparty behavior. For example, certain corporate customers and markets counterparties could re-evaluate their business relationships with Citi and limit transactions in certain contracts or market instruments with Citi. Changes in counterparty behavior could impact Citi’s funding and liquidity, as well as the results of operations of certain of its businesses. The actual impact to Citigroup or Citibank is unpredictable and may differ materially from the potential funding and liquidity impacts described below. For additional information on the impact of credit rating changes on Citi and its applicable subsidiaries, see “Risk Factors— Liquidity Risks” in Citi’s 2019 Annual Report on Form 10-K.

Citigroup Inc. and Citibank—Potential Derivative Triggers

As of March 31, 2020, Citi estimates that a hypothetical one-notch downgrade of the senior debt/long-term rating of Citigroup Inc. across all three major rating agencies could impact Citigroup’s funding and liquidity due to derivative triggers by approximately $0.6 billion, compared to $0.5 billion from December 31, 2019. Other funding sources, such as secured financing transactions and other margin requirements, for which there are no explicit triggers, could also be adversely affected.

As of March 31, 2020, Citi estimates that a hypothetical one-notch downgrade of the senior debt/long-term rating of Citibank across all three major rating agencies could impact Citibank’s funding and liquidity due to derivative triggers by approximately $0.6 billion, compared to $0.3 billion as of December 31, 2019.

In total, as of March 31, 2020, Citi estimates that a one-notch downgrade of Citigroup and Citibank across all three major rating agencies could result in increased aggregate cash obligations and collateral requirements of approximately $1.2 billion, compared to $0.8 billion as of December 31, 2019 (see also Note 19 to the Consolidated Financial Statements). As detailed under “High-Quality Liquid Assets” above, Citigroup has various liquidity resources available to its bank and non-bank entities in part as a contingency for the potential events described above.

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

Citibank—Additional Potential Impacts

In addition to the above derivative triggers, Citi believes that a potential downgrade of Citibank’s senior debt/long-term rating across any of the three major rating agencies could also have an adverse impact on the commercial paper/short-term rating of Citibank. As of March 31, 2020, Citibank had liquidity commitments of approximately $12.2 billion to consolidated asset-backed commercial paper conduits, compared to $10.2 billion as of December 31, 2019 (as referenced in Note 18 to the Consolidated Financial Statements).

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

MARKET RISK

Market risk emanates from both Citi’s trading and non-trading portfolios. For additional information on market risk and market risk management at Citi, see “Market Risk” and “Risk Factors” in Citi’s 2019 Annual Report on Form 10-K.

Market Risk of Non-Trading Portfolios

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



In millions of dollars, except as otherwise noted	Mar. 31, 2020			Dec. 31, 2019			Mar. 31, 2019
Estimated annualized impact to net interest revenue
U.S. dollar⁽¹⁾	$	(142	)	$	20		$	527
All other currencies	660			606			677
Total	$	518		$	626		$	1,204
As a percentage of average interest-earning assets	0.03		%	0.03		%	0.07		%
Estimated initial impact to AOCI (after-tax)⁽²⁾	$	(5,746	)	$	(5,002	)	$	(3,828	)
Estimated initial impact on Common Equity Tier 1 Capital ratio (bps)	(34		)	(31		)	(25		)

(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 $(325) million for a 100 bps instantaneous increase in interest rates as of March 31, 2020.


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

As shown on the table above, during the first quarter of 2020, Citi Treasury continued its strategy of reducing the impact to net interest revenue from an increase in interest rates. The reduction was predominantly in U.S. dollar exposure, which changed from an asset-sensitive $20 million as of December 31, 2019 to a liability-sensitive $(142) million as of March 31, 2020.

The increase in the estimated impact to AOCI primarily reflected changes to the positioning of Citi Treasury’s investment securities and related interest rate derivatives portfolio. In the event of a parallel instantaneous 100 bps increase in interest rates, Citi expects that the negative impact to AOCI would be offset in stockholders’ equity through the expected recovery of the impact on AOCI through accretion of Citi’s investment portfolio over a period of time. As of March 31, 2020, Citi expects that the negative $5.7 billion impact to AOCI in such a scenario could potentially be offset over approximately 41 months.

The following table sets forth the estimated impact to Citi’s net interest revenue, AOCI and the Common Equity

Tier 1 Capital ratio (on a fully implemented basis) under five different changes in interest rate scenarios for the U.S. dollar and Citi’s other currencies. The 100 bps downward rate scenarios are impacted by the low level of interest rates in several countries and the assumption that market interest rates, as well as rates paid to depositors and charged to borrowers, do not fall below zero (i.e., the “flooring assumption”). The rate scenarios are also impacted by convexity related to mortgage products.

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



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	$	(142	)	$	14		$	211		$	(176	)	$	(553	)
All other currencies	660			582			46			(36		)	(368		)
Total	$	518		$	596		$	257		$	(212	)	$	(921	)
Estimated initial impact to AOCI (after-tax)⁽¹⁾	$	(5,746	)	$	(3,861	)	$	(2,120	)	$	1,895		$	3,368
Estimated initial impact to Common Equity Tier 1 Capital ratio (bps)	(34		)	(23		)	(13		)	11			15

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


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

Changes in Foreign Exchange Rates—Impacts on AOCI and Capital

As of March 31, 2020, Citi estimates that an unanticipated parallel instantaneous 5% appreciation of the U.S. dollar against all of the other currencies in which Citi has invested capital could reduce Citi’s tangible common equity (TCE) by approximately $1.4 billion, or 1.0%, as a result of changes to Citi’s foreign currency translation adjustment in AOCI, net of hedges. This impact would be primarily due to changes in the value of the Mexican peso, Indian rupee, Euro and Australian dollar.

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

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



	For the quarter ended
In millions of dollars, except as otherwise noted	Mar. 31, 2020			Dec. 31, 2019			Mar. 31, 2019
Change in FX spot rate⁽¹⁾	(9.2		)%	2.8		%	0.4		%
Change in TCE due to FX translation, net of hedges	$	(3,201	)	$	659		$	65
As a percentage of TCE	(2.1		)%	0.4		%	—		%
Estimated impact to Common Equity Tier 1 Capital ratio (on a fully implemented basis) due to changes in FX translation, net of hedges (bps)	(5		)	(3		)	—


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

Interest Revenue/Expense and Net Interest Margin (NIM)



	1st Qtr.				4th Qtr.				1st Qtr.				Change
In millions of dollars, except as otherwise noted	2020				2019				2019				1Q20 vs. 1Q19
Interest revenue⁽¹⁾	$	17,185			$	18,593			$	19,140			(10	)%
Interest expense⁽²⁾	5,647				6,548				7,317				(23	)
Net interest revenue, taxable equivalent basis	$	11,538			$	12,045			$	11,823			(2	)%
Interest revenue—average rate⁽³⁾	3.69		%		4.07		%		4.40		%		(71	)	bps
Interest expense—average rate	1.49				1.76				2.10				(61	)	bps
Net interest margin⁽³⁾⁽⁴⁾	2.48				2.63				2.72				(24	)	bps
Interest-rate benchmarks
Two-year U.S. Treasury note—average rate	1.08		%		1.62		%		2.49		%		(141	)	bps
10-year U.S. Treasury note—average rate	1.37				1.79				2.65				(128	)	bps
10-year vs. two-year spread	29			bps	17			bps	16			bps

Note: All interest expense amounts include FDIC, as well as other similar deposit insurance assessments outside of the U.S.


(1)	Net interest revenue includes the taxable equivalent adjustments related to the tax-exempt bond portfolio (based on the U.S. federal statutory tax rate of 21% in 2020 and 2019) of $46 million, $48 million and $64 million for the three months ended March 31, 2020, December 31, 2019 and March 31, 2019, respectively.


(2)	Interest expense associated with certain hybrid financial instruments, which are classified as Long-term debt and accounted for at fair value, is reported together with any changes in fair value as part of Principal transactions in the Consolidated Statement of Income and is therefore not reflected in Interest expense in the table above.


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


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

Net Interest Revenue Excluding ICG Markets



	1st Qtr.		4th Qtr.		1st Qtr.		Change
In millions of dollars	2020		2019		2019		1Q20 vs. 1Q19
Net interest revenue—taxable equivalent basis⁽¹⁾per above	$	11,538	$	12,045	$	11,823	(2	)%
ICG Markets net interest revenue—taxable equivalent basis⁽¹⁾	1,182		1,257		961		23
Net interest revenue excluding ICG Markets—taxable equivalent basis⁽¹⁾	$	10,356	$	10,788	$	10,862	(5	)%


(1)	Net interest revenue includes the taxable equivalent adjustments related to the tax-exempt bond portfolio (based on the U.S. federal statutory tax rate of 21% in 2020 and 2019) of $46 million, $48 million and $64 million for the three months ended March 31, 2020, December 31, 2019 and March 31, 2019, respectively.

Citi’s net interest revenue in the first quarter of 2020 decreased 2% to $11.5 billion versus the prior-year period. Citi’s net interest revenue on a taxable equivalent basis also decreased 2% (as set forth in the table above). Excluding the impact of FX translation, net interest revenue declined slightly year over year by approximately $60 million as a decline of $320 million in net interest revenue excluding ICG Markets was partially offset by a $260 million increase in ICG Markets (fixed income markets and equity markets) net interest revenue. The decrease in non-ICG Markets net interest revenue was primarily driven by the impact of lower interest rates, partially offset by overall loan growth and one additional day in the current quarter. The increase in ICG Markets net interest revenue was primarily driven by ongoing changes in the composition and mix of the business’s revenues between net interest revenue and non-interest revenue. Citi expects its net interest revenue to decline in the near term, reflecting the full-quarter impact of lower interest rates, as well as a more pronounced impact from the COVID-19 pandemic.

Citi’s NIM was 2.48% on a taxable equivalent basis in the first quarter of 2020, a decrease of 15 basis points from the prior quarter, with lower net interest revenue driving approximately half of the decline and the remainder reflecting growth in Citi’s balance sheet. Citi’s ICG Markets and non-ICG Markets net interest revenues are non-GAAP financial measures. Citi reviews non-ICG Markets net interest revenue to assess the performance of its lending, investing and deposit-raising activities. Citi believes disclosure of this metric assists in providing a meaningful depiction of the underlying fundamentals of its non-ICG Markets businesses.

Additional Interest Rate Details

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

Taxable Equivalent Basis



	Average volume						Interest revenue						% Average rate
	1st Qtr.		4th Qtr.		1st Qtr.		1st Qtr.		4th Qtr.		1st Qtr.		1st Qtr.		4th Qtr.		1st Qtr.
In millions of dollars, except rates	2020		2019		2019		2020		2019		2019		2020		2019		2019
Assets
Deposits with banks⁽⁴⁾	$	207,130	$	195,268	$	171,369	$	527	$	603	$	607	1.02	%	1.23	%	1.44	%
Securities borrowed and purchased under agreements to resell⁽⁵⁾
In U.S. offices	$	141,351	$	138,647	$	152,530	$	749	$	947	$	1,262	2.13	%	2.71	%	3.36	%
In offices outside the U.S.⁽⁴⁾	127,549		117,375		123,109		459		504		528		1.45		1.70		1.74
Total	$	268,900	$	256,022	$	275,639	$	1,208	$	1,451	$	1,790	1.81	%	2.25	%	2.63	%
Trading account assets⁽⁶⁾⁽⁷⁾
In U.S. offices	$	130,138	$	117,650	$	95,904	$	975	$	1,083	$	940	3.01	%	3.65	%	3.98	%
In offices outside the U.S.⁽⁴⁾	122,320		125,947		124,673		619		874		752		2.04		2.75		2.45
Total	$	252,458	$	243,597	$	220,577	$	1,594	$	1,957	$	1,692	2.54	%	3.19	%	3.11	%
Investments
In U.S. offices
Taxable	$	238,298	$	225,435	$	225,733	$	1,158	$	1,156	$	1,509	1.95	%	2.03	%	2.71	%
Exempt from U.S. income tax	14,170		14,737		16,287		109		126		129		3.09		3.39		3.21
In offices outside the U.S.⁽⁴⁾	128,867		127,561		108,988		1,038		1,139		940		3.24		3.54		3.50
Total	$	381,335	$	367,733	$	351,008	$	2,305	$	2,421	$	2,578	2.43	%	2.61	%	2.98	%
Loans (net of unearned income)⁽⁸⁾
In U.S. offices	$	403,558	$	400,037	$	393,397	$	7,318	$	7,592	$	7,648	7.29	%	7.53	%	7.88	%
In offices outside the U.S.⁽⁴⁾	291,117		292,594		285,811		3,950		4,236		4,342		5.46		5.74		6.16
Total	$	694,675	$	692,631	$	679,208	$	11,268	$	11,828	$	11,990	6.52	%	6.78	%	7.16	%
Other interest-earning assets⁽⁹⁾	$	68,737	$	58,609	$	66,925	$	283	$	333	$	483	1.66	%	2.25	%	2.93	%
Total interest-earning assets	$	1,873,235	$	1,813,860	$	1,764,726	$	17,185	$	18,593	$	19,140	3.69	%	4.07	%	4.40	%
Non-interest-earning assets⁽⁶⁾	$	206,484	$	182,757	$	174,688
Total assets	$	2,079,719	$	1,996,617	$	1,939,414


(1)	Net interest revenue includes the taxable equivalent adjustments related to the tax-exempt bond portfolio (based on the U.S. federal statutory tax rate of 21% in 2020 and 2019) of $46 million, $48 million and $64 million for the three months ended March 31, 2020, December 31, 2019 and March 31, 2019, respectively.


(2)	Interest rates and amounts include the effects of risk management activities associated with the respective asset categories.


(3)	Monthly or quarterly averages have been used by certain subsidiaries where daily averages are unavailable.


(4)	Average rates reflect prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.


(5)	Average volumes of securities borrowed or purchased under agreements to resell are reported net pursuant to ASC 210-20-45. However, Interest revenue excludes the impact of ASC 210-20-45.


(6)	The fair value carrying amounts of derivative contracts are reported net, pursuant to ASC 815-10-45, in Non-interest-earning assets and Other non-interest-bearing liabilities.


(7)	Interest expense on Trading account liabilities of ICG is reported as a reduction of Interest revenue. Interest revenue and Interest expense on cash collateral positions are reported in interest on Trading account assets and Trading account liabilities, respectively.


(8)	Includes cash-basis loans.


(9)	Includes Brokerage receivables.

Average Balances and Interest Rates—Liabilities and Equity, and Net Interest Revenue^(1)(2)(3)

Taxable Equivalent Basis



	Average volume						Interest expense						% Average rate
	1st Qtr.		4th Qtr.		1st Qtr.		1st Qtr.		4th Qtr.		1st Qtr.		1st Qtr.		4th Qtr.		1st Qtr.
In millions of dollars, except rates	2020		2019		2019		2020		2019		2019		2020		2019		2019
Liabilities
Deposits
In U.S. offices⁽⁴⁾	$	427,957	$	411,452	$	366,247	$	1,360	$	1,489	$	1,489	1.28	%	1.44	%	1.65	%
In offices outside the U.S.⁽⁵⁾	506,494		499,587		473,142		1,254		1,464		1,538		1.00		1.16		1.32
Total	$	934,451	$	911,039	$	839,389	$	2,614	$	2,953	$	3,027	1.13	%	1.29	%	1.46	%
Securities loaned and sold under agreements to repurchase⁽⁶⁾
In U.S. offices	$	128,499	$	110,261	$	111,033	$	718	$	851	$	1,107	2.25	%	3.06	%	4.04	%
In offices outside the U.S.⁽⁵⁾	70,011		77,892		72,904		367		469		482		2.11		2.39		2.68
Total	$	198,510	$	188,153	$	183,937	$	1,085	$	1,320	$	1,589	2.20	%	2.78	%	3.50	%
Trading account liabilities⁽⁷⁾⁽⁸⁾
In U.S. offices	$	36,453	$	34,829	$	40,163	$	138	$	179	$	196	1.52	%	2.04	%	1.98	%
In offices outside the U.S.⁽⁵⁾	48,047		44,091		55,127		101		137		131		0.85		1.23		0.96
Total	$	84,500	$	78,920	$	95,290	$	239	$	316	$	327	1.14	%	1.59	%	1.39	%
Short-term borrowings⁽⁹⁾
In U.S. offices	$	86,710	$	78,211	$	75,440	$	326	$	420	$	571	1.51	%	2.13	%	3.07	%
In offices outside the U.S.⁽⁵⁾	19,850		18,868		23,740		58		69		81		1.18		1.45		1.38
Total	$	106,560	$	97,079	$	99,180	$	384	$	489	$	652	1.45	%	2.00	%	2.67	%
Long-term debt⁽¹⁰⁾
In U.S. offices	$	198,006	$	193,463	$	191,903	$	1,318	$	1,459	$	1,685	2.68	%	2.99	%	3.56	%
In offices outside the U.S.⁽⁵⁾	4,186		4,509		5,060		7		11		37		0.67		0.97		2.97
Total	$	202,192	$	197,972	$	196,963	$	1,325	$	1,470	$	1,722	2.64	%	2.95	%	3.55	%
Total interest-bearing liabilities	$	1,526,213	$	1,473,163	$	1,414,759	$	5,647	$	6,548	$	7,317	1.49	%	1.76	%	2.10	%
Demand deposits in U.S. offices	$	26,709	$	26,586	$	26,893
Other non-interest-bearing liabilities⁽⁷⁾	333,210		301,662		301,259
Total liabilities	$	1,886,132	$	1,801,411	$	1,742,911
Citigroup stockholders’ equity	$	192,946	$	194,553	$	195,705
Noncontrolling interests	641		653		798
Total equity	$	193,587	$	195,206	$	196,503
Total liabilities and stockholders’ equity	$	2,079,719	$	1,996,617	$	1,939,414
Net interest revenue as a percentage of average interest-earning assets⁽¹¹⁾
In U.S. offices	$	1,077,872	$	1,029,263	$	996,569	$	7,001	$	7,169	$	7,233	2.61	%	2.76	%	2.94	%
In offices outside the U.S.⁽⁶⁾	795,362		784,598		768,157		4,537		4,876		4,590		2.29		2.47		2.42
Total	$	1,873,235	$	1,813,860	$	1,764,726	$	11,538	$	12,045	$	11,823	2.48	%	2.63	%	2.72	%


(1)	Net interest revenue includes the taxable equivalent adjustments related to the tax-exempt bond portfolio (based on the U.S. federal statutory tax rate of 21% in 2020 and 2019) of $46 million, $48 million and $64 million for the three months ended March 31, 2020, December 31, 2019 and March 31, 2019, respectively.


(2)	Interest rates and amounts include the effects of risk management activities associated with the respective liability categories.


(3)	Monthly or quarterly averages have been used by certain subsidiaries where daily averages are unavailable.


(4)	Consists of other time deposits and savings deposits. Savings deposits are made up of insured money market accounts, NOW accounts and other savings deposits. The interest expense on savings deposits includes FDIC deposit insurance assessments.


(5)	Average rates reflect prevailing local interest rates, including inflationary effects and monetary corrections in certain countries.


(6)	Average volumes of securities sold under agreements to repurchase are reported net pursuant to ASC 210-20-45. However, Interest expense excludes the impact of ASC 210-20-45.


(7)	The fair value carrying amounts of derivative contracts are reported net, pursuant to ASC 815-10-45, in Non-interest-earning assets and Other non-interest-bearing liabilities.


(8)	Interest expense on Trading account liabilities of ICG is reported as a reduction of Interest revenue. Interest revenue and Interest expense on cash collateral positions are reported in interest on Trading account assets and Trading account liabilities, respectively.


(9)	Includes Brokerage payables.


(10)	Excludes hybrid financial instruments and beneficial interests in consolidated VIEs that are classified as Long-term debt, as the changes in fair value for these obligations are recorded in Principal transactions.


(11)	Includes allocations for capital and funding costs based on the location of the asset.

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



	1st Qtr. 2020 vs. 4th Qtr. 2019									1st Qtr. 2020 vs. 1st Qtr. 2019
	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⁾	$	35		$	(111	)	$	(76	)	$	111		$	(191	)	$	(80	)
Securities borrowed and purchased under agreements to resell
In U.S. offices	$	18		$	(216	)	$	(198	)	$	(87	)	$	(426	)	$	(513	)
In offices outside the U.S.⁽³⁾	41			(86		)	(45		)	19			(87		)	(68		)
Total	$	59		$	(302	)	$	(243	)	$	(68	)	$	(513	)	$	(581	)
Trading account assets⁽⁴⁾
In U.S. offices	$	107		$	(215	)	$	(108	)	$	288		$	(253	)	$	35
In offices outside the U.S.⁽³⁾	(24		)	(231		)	(255		)	(14		)	(119		)	(133		)
Total	$	83		$	(446	)	$	(363	)	$	274		$	(372	)	$	(98	)
Investments⁽¹⁾
In U.S. offices	$	64		$	(79	)	$	(15	)	$	68		$	(439	)	$	(371	)
In offices outside the U.S.⁽³⁾	12			(113		)	(101		)	163			(65		)	98
Total	$	76		$	(192	)	$	(116	)	$	231		$	(504	)	$	(273	)
Loans (net of unearned income)⁽⁵⁾
In U.S. offices	$	66		$	(340	)	$	(274	)	$	194		$	(525	)	$	(331	)
In offices outside the U.S.⁽³⁾	(21		)	(265		)	(286		)	79			(471		)	(392		)
Total	$	45		$	(605	)	$	(560	)	$	273		$	(996	)	$	(723	)
Other interest-earning assets⁽⁶⁾	$	51		$	(101	)	$	(50	)	$	13		$	(213	)	$	(200	)
Total interest revenue	$	349		$	(1,757	)	$	(1,408	)	$	834		$	(2,789	)	$	(1,955	)


(1)	The taxable equivalent adjustments related to the tax-exempt bond portfolio, based on the U.S. federal statutory tax rate of 21% in 2020 and 2019, 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.

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



	1st Qtr. 2020 vs. 4th Qtr. 2019									1st Qtr. 2020 vs. 1st Qtr. 2019
	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	$	58		$	(187	)	$	(129	)	$	227		$	(356	)	$	(129	)
In offices outside the U.S.⁽³⁾	20			(230		)	(210		)	103			(387		)	(284		)
Total	$	78		$	(417	)	$	(339	)	$	330		$	(743	)	$	(413	)
Securities loaned and sold under agreements to repurchase
In U.S. offices	$	126		$	(259	)	$	(133	)	$	154		$	(543	)	$	(389	)
In offices outside the U.S.⁽³⁾	(45		)	(57		)	(102		)	(18		)	(97		)	(115		)
Total	$	81		$	(316	)	$	(235	)	$	136		$	(640	)	$	(504	)
Trading account liabilities⁽⁴⁾
In U.S. offices	$	8		$	(49	)	$	(41	)	$	(17	)	$	(41	)	$	(58	)
In offices outside the U.S.⁽³⁾	11			(47		)	(36		)	(16		)	(14		)	(30		)
Total	$	19		$	(96	)	$	(77	)	$	(33	)	$	(55	)	$	(88	)
Short-term borrowings⁽⁵⁾
In U.S. offices	$	42		$	(136	)	$	(94	)	$	75		$	(320	)	$	(245	)
In offices outside the U.S.⁽³⁾	3			(14		)	(11		)	(12		)	(11		)	(23		)
Total	$	45		$	(150	)	$	(105	)	$	63		$	(331	)	$	(268	)
Long-term debt
In U.S. offices	$	34		$	(175	)	$	(141	)	$	52		$	(419	)	$	(367	)
In offices outside the U.S.⁽³⁾	(1		)	(3		)	(4		)	(5		)	(25		)	(30		)
Total	$	33		$	(178	)	$	(145	)	$	47		$	(444	)	$	(397	)
Total interest expense	$	256		$	(1,157	)	$	(901	)	$	543		$	(2,213	)	$	(1,670	)
Net interest revenue	$	92		$	(599	)	$	(507	)	$	292		$	(577	)	$	(285	)


(1)	The taxable equivalent adjustments related to the tax-exempt bond portfolio, based on the U.S. federal statutory tax rate of 21% in 2020 and 2019, 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.

Market Risk of Trading Portfolios

Value at Risk (VAR)

As of March 31, 2020, Citi estimates that the quick-responsive features of the VAR calibration contribute an approximate 348% add-on to what would be a VAR estimated under the assumption of normal and stable markets. As of December 31, 2019, the add-on was 26%.

Realized volatilities in February and March 2020 increased by multiples of 6.7, 2.4, 34 and 9 for the S&P 500, U.S. 5-year Treasury yield, USD BBB bond spread and CDX IG credit spread, respectively, as illustrated for the following key market benchmarks:

While often broadly similar in magnitude to the financial crisis experience in 2008, the increase in volatility was more sudden, unfolding over a four-week period rather than a two-month period, as depicted in the volatility index chart below:

As set forth in the table below, Citi’s average trading VAR and average trading and credit portfolio VAR both increased from December 31, 2019 to March 31, 2020. The increases were mainly due to an increase in market volatility in March due to the COVID-19 pandemic. As Citi uses log normal credit spread risk rather than a normal modeling approach, the VAR increase from the credit spread risk contribution to the trading VAR was magnified by the increase in credit spread levels, as well as the increase in realized volatilities. The proportionally higher increase in trading and credit portfolio VAR was also reflective of this modeling impact on the relative contribution of credit valuation adjustment (CVA) exposures and mark-to-market credit default swap (CDS) hedges of loan exposures accounted for under accrual methods.

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



				First Quarter						Fourth Quarter						First Quarter
In millions of dollars	March 31, 2020			2020 Average			December 31, 2019			2019 Average			March 31, 2019			2019 Average
Interest rate	$	78		$	38		$	32		$	33		$	32		$	37
Credit spread	157			55			44			44			43			48
Covariance adjustment⁽¹⁾	(55		)	(26		)	(27		)	(26		)	(21		)	(23		)
Fully diversified interest rate and credit spread⁽²⁾	$	180		$	67		$	49		$	51		$	54		$	62
Foreign exchange	29			21			22			21			15			26
Equity	92			37			21			17			20			17
Commodity	45			16			13			16			30			28
Covariance adjustment⁽¹⁾	(155		)	(66		)	(52		)	(54		)	(66		)	(67		)
Total trading VAR—all market risk factors, including general and specific risk (excluding credit portfolios)⁽²⁾	$	191		$	75		$	53		$	51		$	53		$	66
Specific risk-only component⁽³⁾	$	(16	)	$	7		$	3		$	3		$	2		$	3
Total trading VAR—general market risk factors only (excluding credit portfolios)	$	207		$	68		$	50		$	48		$	51		$	63
Incremental impact of the credit portfolio⁽⁴⁾	$	217		$	44		$	30		$	16		$	14		$	15
Total trading and credit portfolio VAR	$	408		$	119		$	83		$	67		$	67		$	81

(1)

Covariance adjustment (also known as diversification benefit) equals the difference between the total VAR and the sum of the VARs tied to each risk type. The benefit reflects the fact that the risks within individual 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 risk type. The determination of the primary drivers of changes to the covariance adjustment is made by an examination of the impact of both model parameter and position changes.


(2)	The total trading VAR includes mark-to-market and certain fair value option trading positions in ICG, with the exception of hedges to the loan portfolio, fair value option loans and all CVA exposures. Available-for-sale and accrual exposures are not included.


(3)	The specific risk-only component represents the level of equity and fixed income issuer-specific risk embedded in VAR.

(4)

The credit portfolio is composed of mark-to-market positions associated with non-trading business units including Citi Treasury, the CVA relating to derivative counterparties and all associated CVA hedges. FVA and DVA are not included. The credit portfolio also includes hedges to the loan portfolio, fair value option loans and hedges to the leveraged finance pipeline within capital markets origination in ICG.

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



	First Quarter				Fourth Quarter				First Quarter
	2020				2019				2019
In millions of dollars	Low		High		Low		High		Low		High
Interest rate	$	28	$	78	$	28	$	45	$	30	$	58
Credit spread	36		162		36		54		41		55
Fully diversified interest rate and credit spread	$	44	$	180	$	43	$	60	$	51	$	89
Foreign exchange	14		32		13		29		15		34
Equity	13		141		12		24		10		29
Commodity	12		45		12		19		19		43
Total trading	$	47	$	191	$	40	$	59	$	53	$	87
Total trading and credit portfolio	58		414		56		83		62		103

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

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



In millions of dollars	Mar. 31, 2020
Total—all market risk factors, including general and specific risk
Average—during quarter	$	71
High—during quarter	188
Low—during quarter	44

Regulatory VAR Back-testing

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

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

As of March 31, 2020, there were four back-testing exceptions observed for Citi’s Regulatory VAR for the prior 12 months. All of those exceptions occurred during March 2020 due to the significant market volatility in response to the COVID-19 pandemic.

STRATEGIC RISK

For additional information on strategic risk at Citi, see “Strategic Risk” in Citi’s 2019 Annual Report on Form 10-K.

Country Risk

Top 25 Country Exposures

The following table presents Citi’s top 25 exposures by country (excluding the U.S.) as of March 31, 2020. The total exposure as of March 31, 2020 to the top 25 countries disclosed below, in combination with the U.S., would represent approximately 96% of Citi’s exposure to all countries. For purposes of the table, loan amounts are reflected in the country where the loan is booked, which is generally based on the domicile of the borrower. For example, a loan to a Chinese subsidiary of a Switzerland-based corporation will generally be categorized as a loan in

China. In addition, Citi has developed regional booking centers in certain countries, most significantly in the United Kingdom (U.K.) and Ireland, in order to more efficiently serve its corporate customers. As an example, for U.K. exposure, only 35% of corporate loans presented in the table below are to U.K. domiciled entities (and 38% of unfunded lending commitments are to U.K. domiciled entities), with the balance of the loans predominately outstanding to European domiciled counterparties. Approximately 81% of the total U.K. funded loans and 89% of the total U.K. unfunded lending commitments were investment grade as of March 31, 2020. Trading account assets and investment securities are generally categorized based on the domicile of the issuer of the security of the underlying reference entity. For additional information on the assets included in the table, see the footnotes to the table below.



In billions of dollars	ICG loans⁽¹⁾		GCB loans		Other funded⁽²⁾		Unfunded⁽³⁾		Net MTM on derivatives/repos⁽⁴⁾		Total hedges (on loans and CVA)			Investment securities⁽⁵⁾		Trading account assets⁽⁶⁾			Total as of 1Q20		Total as of 4Q19		Total as of 1Q19		Total as a % of Citi as of 1Q20
United Kingdom	$	46.0	$	—	$	3.6	$	51.2	$	19.6	$	(5.4	)	$	4.6	$	(0.7	)	$	118.9	$	105.8	$	122.3	6.9	%
Mexico	17.7		13.7		0.2		6.9		1.2		(0.9		)	13.8		4.3			56.9		65.0		63.4		3.3
Hong Kong	20.7		12.2		0.9		5.9		1.1		(0.9		)	7.9		1.5			49.3		49.0		50.3		2.9
Singapore	15.2		12.9		0.1		4.8		2.2		(0.5		)	8.3		1.6			44.6		43.3		41.0		2.6
Ireland	13.5		—		0.6		25.3		0.5		—			—		0.6			40.5		39.9		33.5		2.4
South Korea	3.3		15.7		0.1		2.0		0.9		(0.5		)	10.7		1.3			33.5		34.7		33.7		2.0
India	6.6		4.4		0.8		5.9		2.5		(0.5		)	9.7		0.8			30.2		30.0		32.0		1.8
Brazil	14.6		—		—		1.8		4.1		(0.8		)	3.5		3.0			26.2		28.3		26.8		1.5
Australia	4.9		8.6		—		5.4		4.2		(0.4		)	1.4		(1.5		)	22.6		21.5		22.9		1.3
Germany	0.8		—		0.1		4.6		7.6		(4.1		)	12.2		0.3			21.5		21.8		22.2		1.3
China	7.8		3.2		0.5		2.7		2.3		(0.6		)	6.3		(0.7		)	21.5		18.7		17.4		1.3
Japan	2.7		—		0.1		2.6		4.7		(1.8		)	5.8		6.4			20.5		17.0		14.4		1.2
Canada	3.4		0.5		0.5		5.8		2.9		(0.6		)	4.8		0.9			18.2		15.2		15.3		1.1
Taiwan	5.9		7.7		0.1		1.3		0.3		(0.1		)	0.7		0.7			16.6		17.9		17.6		1.0
Poland	3.8		1.8		—		2.2		0.2		—			5.5		1.2			14.7		13.4		15.3		0.9
United Arab Emirates	8.4		1.3		0.1		3.6		0.7		(0.1		)	0.1		0.1			14.2		12.8		12.4		0.8
Jersey	7.6		—		0.5		4.0		—		(0.4		)	—		—			11.7		12.8		9.9		0.7
Malaysia	1.8		3.8		0.2		0.9		0.3		(0.1		)	1.3		0.4			8.6		8.4		10.0		0.5
Thailand	0.9		2.5		—		1.7		0.3		—			1.7		0.2			7.3		7.7		6.8		0.4
Luxembourg	0.7		—		—		—		0.5		(0.3		)	4.7		0.5			6.1		4.6		4.0		0.4
Indonesia	2.2		0.7		—		1.3		0.2		(0.1		)	0.8		0.2			5.3		5.9		6.1		0.3
Russia	1.9		0.8		—		1.3		0.4		(0.2		)	0.9		—			5.1		5.0		4.7		0.3
Philippines	1.0		1.5		—		0.5		—		—			2.0		—			5.0		4.9		5.9		0.3
South Africa	1.5		—		—		0.5		0.6		(0.2		)	1.6		—			4.0		3.5		3.9		0.2
Czech Republic	0.8		—		—		0.5		1.8		—			0.2		—			3.3		4.3		3.3		0.2
Total as a % of Citi’s total exposure																									35.6	%
Total as a % of Citi’s non-U.S. total exposure																									90.4	%


(1)	ICG loans reflect funded corporate loans and private bank loans, net of unearned income. As of March 31, 2020, private bank loans in the table above totaled $28.6 billion, concentrated in Hong Kong ($8.8 billion), Singapore ($6.3 billion) and the U.K. ($6.7 billion).


(2)	Other funded includes other direct exposures such as accounts receivable, loans HFS, other loans in Corporate/Other and investments accounted for under the equity method.


(3)	Unfunded exposure includes unfunded corporate lending commitments, letters of credit and other contingencies.


(4)	Net mark-to-market counterparty risk on OTC derivatives and securities lending/borrowing transactions (repos). Exposures are shown net of collateral and inclusive of CVA. Includes margin loans.


(5)	Investment securities include securities available-for-sale, recorded at fair market value, and securities held-to-maturity, recorded at historical cost.


(6)	Trading account assets are shown on a net basis and include issuer risk on cash products and derivative exposure where the underlying reference entity/issuer is located in that country.

Argentina

Citi operates in Argentina through its ICG businesses. As of March 31, 2020, Citi’s net investment in its Argentine operations was approximately $850 million. Citi uses the U.S. dollar as the functional currency for its operations in Argentina because the Argentine economy is considered highly inflationary under U.S. GAAP. For additional information about Citi’s exposures in Argentina, see “Managing Global

Risk—Country Risk—Argentina” in Citi’s 2019 Annual

Report on Form 10-K.

In April 2020, the government of Argentina announced a postponement of debt payments related to foreign currency debt issued under Argentine law. In addition, as previously disclosed, the government of Argentina has continued to maintain certain capital and currency controls that restrict Citi’s ability to access U.S. dollars in Argentina and remit earnings from its Argentine operations.

Citi economically hedges the foreign currency risk in its net Argentine peso-denominated assets to the extent possible and prudent using non-deliverable forward (NDF) derivative instruments that are executed outside of Argentina. As of March 31, 2020, the international NDF market had very limited liquidity, resulting in Citi being unable to economically hedge a significant portion of its Argentine peso exposure. To the extent that Citi is unable to execute additional NDF contracts in the future, devaluations on Citi’s net Argentine peso-denominated assets would be recorded in earnings, without any benefit from a change in the fair value of derivative positions used to economically hedge the exposure.

In addition, Citi continually evaluates its economic exposure to its Argentine counterparties and reserves for changes in credit risk and sovereign risk associated with its Argentine assets. Citi believes it has established appropriate loan loss reserves on its Argentine loans, and appropriate fair value adjustments on Argentine assets and liabilities measured at fair value, for such risks under U.S. GAAP as of March 31, 2020. However, given the recent events in Argentina, U.S. regulatory agencies may require Citi to record additional reserves in the future, increasing ICG’s cost of credit, based on the perceived country risk associated with its Argentine exposures. For additional information on emerging markets risks, see “Risk Factors—Strategic Risks” in Citi’s 2019 Annual Report on Form 10-K.

SIGNIFICANT ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES

This section contains a summary of Citi’s most significant accounting policies. Note 1 to the Consolidated Financial Statements in Citigroup’s 2019 Annual Report on Form 10-K contains a summary of all of Citigroup’s significant accounting policies. These policies, as well as estimates made by management, are integral to the presentation of Citi’s results of operations and financial condition. While all of these policies require a certain level of management judgment and estimates, this section highlights and discusses the significant accounting policies that require management to make highly difficult, complex or subjective judgments and estimates at times regarding matters that are inherently uncertain and susceptible to change (see also “Risk Factors—Operational Risks” in Citigroup’s 2019 Annual Report on Form 10-K). Management has discussed each of these significant accounting policies, the related estimates and its judgments with the Audit Committee of the Citigroup Board of Directors.

Valuations of Financial Instruments

Citigroup holds debt and equity securities, derivatives, retained interests in securitizations, investments in private equity and other financial instruments. A substantial majority of these assets and liabilities is reflected at fair value on Citi’s Consolidated Balance Sheet as Trading account assets, Available-for-sale securities and Trading account liabilities.

Citi purchases securities under agreements to resell (reverse repurchase agreements) and sells securities under agreements to repurchase (repurchase agreements), a majority of which are carried at fair value. In addition, certain loans, short-term borrowings, long-term debt and deposits, as well as certain securities borrowed and loaned positions that are collateralized with cash, are carried at fair value. Citigroup holds its investments, trading assets and liabilities, and resale and repurchase agreements on Citi’s Consolidated Balance Sheet to meet customer needs and to manage liquidity needs, interest rate risks and private equity investing.

When available, Citi generally uses quoted market prices to determine fair value and classifies such items within Level 1 of the fair value hierarchy established under ASC 820-10, Fair Value Measurement. If quoted market prices are not available, fair value is based upon internally developed valuation models that use, where possible, current market-based or independently sourced market parameters, such as interest rates, currency rates and option volatilities. Such models are often based on a discounted cash flow analysis. In addition, items valued using such internally generated valuation techniques are classified according to the lowest level input or value driver that is significant to the valuation. Thus, an item may be classified under the fair value hierarchy as Level 3 even though there may be some significant inputs that are readily observable.

Citi is required to exercise subjective judgments relating to the applicability and functionality of internal valuation models, the significance of inputs or value drivers to the valuation of an instrument and the degree of illiquidity and subsequent lack of observability in certain markets. These

judgments have the potential to impact the Company’s financial performance for instruments where the changes in fair value are recognized in either the Consolidated Statement of Income or in AOCI.

Losses on available-for-sale securities whose fair values are less than the amortized cost, where Citi intends to sell the security or could more-likely-than-not be required to sell the security, are recognized in earnings. Where Citi does not intend to sell the security nor could more-likely-than-not be required to sell the security, the portion of the loss related to credit is recognized as an allowance for credit losses with a corresponding provision for credit losses and the remainder of the loss is recognized in other comprehensive income. Such losses are capped at the difference between the fair value and amortized cost of the security.

For equity securities carried at cost or under the measurement alternative, decreases in fair value are recognized as impairment in the Consolidated Statement of Income. Moreover, for certain equity method investments, decreases in fair value are only recognized in earnings in the Consolidated Statement of Income if such decreases are judged to be an other-than-temporary impairment (OTTI). Adjudicating the temporary nature of fair value impairments is also inherently judgmental.

The fair value of financial instruments incorporates the effects of Citi’s own credit risk and the market view of counterparty credit risk, the quantification of which is also complex and judgmental. For additional information on Citi’s fair value analysis, see Notes 6, 20 and 21 to the Consolidated Financial Statements and Note 1 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K.

Allowance for Credit Losses (ACL)

Management provides reserves for an estimate of current expected credit losses in the funded loan portfolio and for the unfunded lending commitments, standby letters of credit and financial guarantees on the Consolidated Balance Sheet in Allowance for credit losses on loans (ACLL) and Other liabilities, respectively. In addition, Citi provides allowances for an estimate of current expected credit losses for other financial assets measured at amortized cost, including held-to-maturity securities, reverse repurchase agreements, securities borrowed, deposits with banks and other financial receivables carried at amortized cost.

The total ACL is composed of quantitative and qualitative components. For the quantitative component, Citi uses a single forward-looking macroeconomic forecast across the Company complemented by a qualitative component. This qualitative component reflects economic uncertainty related to a separate scenario and specific adjustments based on the associated portfolio for estimating the ACL.

Quantitative Component

Citi estimates expected credit losses based upon (i) its internal system of credit risk ratings, (ii) its comprehensive internal history and rating agency information regarding default rates and and loss data, including internal data on the severity of losses in the event of default, and (iii) a reasonable and supportable forecast of future macroeconomic conditions.

Expected credit loss is determined primarily by utilizing models for the borrowers’ probability of default (PD), loss given default (LGD) and exposure at default (EAD). The loss likelihood and severity models use both internal and external information and are sensitive to changes in the macroeconomic variables that inform the forecasts. Adjustments may be made to this data, including (i) statistically calculated estimates to cover the historical fluctuation of the default rates over the credit cycle, the historical variability of loss severity among defaulted loans and obligor concentrations in the global portfolio, and (ii) adjustments made for specifically known items, such as other current economic factors and credit trends.

In addition, delinquency-managed portfolios containing smaller-balance homogeneous loans also use PD x LGD x EAD models to determine the expected credit losses and the reserve balances based upon leading credit indicators, including loan delinquencies and changes in portfolio size, as well as economic trends, including housing prices, unemployment and gross domestic product (GDP). This methodology is applied separately for each individual product within each geographic region in which these portfolios exist.

This evaluation process is subject to numerous estimates and judgments. The frequency of default, risk ratings, loss recovery rates, size and diversity of individual large credits and ability of borrowers with foreign currency obligations to obtain the foreign currency necessary for orderly debt servicing, among other things, are all taken into account during this evaluation. Changes in these estimates could have a direct impact on Citi’s credit costs and the allowance in any period.

Qualitative Component

The qualitative component considers, among other things: the uncertainty of forward-looking economic scenarios based on the probability of a recession and the degrees of severity that Citi would expect in a recession, which considers possible severities of 30%, 50%, 75% and 100% relative to the 2008 recession; certain portfolio characteristics and concentrations; collateral coverage; model limitations; idiosyncratic events; and other relevant criteria under banking supervisory guidance for loan loss reserves. The quantitative component and qualitative adjustment for the first quarter of 2020 reflect the estimated impact of the COVID-19 pandemic on the economic forecasts and their impact on credit loss estimates. The outlook around many of these metrics, such as GDP and unemployment, continues to evolve. Although the impact of the COVID-19 pandemic only began to be felt in North America during March 2020, the Company has leveraged its experience in Asia to inform its credit loss reserve. Citi believes its analysis of the allowance for credit losses reflects the forward view of the economic analysis as of March 31, 2020.

ACLL and Non-accrual Ratios

At March 31, 2020, the ratio of the allowance for credit losses to total funded loans was 2.91% (6.10% for consumer loans

and 0.81% for corporate loans), compared to 1.82% at December 31, 2019 (3.20% for consumer loans and 0.75% for corporate loans).

Citi’s total non-accrual loans were $4,183 million at March 31, 2020, up $179 million from December 31, 2019. Consumer non-accrual loans declined to $1.7 billion at March 31, 2020 from $1.8 billion at December 31, 2019, while corporate non-accrual loans grew to $2.5 billion at March 31, 2020 from $2.2 billion at December 31, 2019. In addition, the ratio of non-accrual loans to total corporate loans was 0.57%, and to total consumer loans was 0.59% at March 31, 2020.

Macroeconomic Factors

Citi uses over 4,000 variables in its macroeconomic forecast, including both domestic and international variables spanning Citi’s global portfolios and exposures. The primary macroeconomic variables that significantly affect Citi’s estimate of the consumer allowance for credit losses on loans are:


•	U.S. cards: unemployment rate-state level, Housing Price Index (HPI) -state level;


•	U.S. consumer mortgages: real GDP, unemployment rate-state level and HPI-state and county levels; and


•	U.S. installment loans: unemployment rate-state level, GDP-state level and personal income-state level.

International markets use a similar set of indicators, but they may vary by geography.

The primary macroeconomic variables that significantly affect the estimation of the corporate allowance for credit losses are:


•	For loans: GDP, unemployment rates, Morgan Stanley Capital Indices, Dow Jones Industrial Average (DJIA), S&P 500 Index Value, Volatility Index (VIX) and West Texas Intermediate (WTI) oil prices; and


•	For HTM securities: GDP and total country reserves.

In the first quarter of 2020, the estimated impact of the COVID-19 pandemic on key consumer macroeconomic variables was as follows:


•	In the U.S. and Mexico, the GDP forecasts declined significantly and remain negative through the end of 2020, while the unemployment rate projections for 2020 have also increased significantly.


•	In Asia, the total regional unemployment rate forecast for 2020 increased, particularly in Hong Kong and China.

The economic shocks caused by the pandemic were not felt until late in the first quarter of 2020. Moreover, there is significant uncertainty with how the pandemic will evolve, but Citi expects a continued significant impact on its reserves for credit losses during the remainder of 2020. The extent of the pandemic’s impact will depend upon: (i) how consumers respond to the various consumer relief programs established by the federal government, as well as Citi’s own customer relief efforts, and how the federal corporate stimulus programs are implemented by small and medium-size businesses; (ii) the impact on unemployment, which is unclear; (iii) the timing and extent of the economic recovery; (iv) whether there is a

resurgence of COVID-19 as businesses and schools reopen and the extent of that resurgence; and (v) the extent of market volatility.

For a further description of the allowance for credit losses and related accounts, see Notes 1 and 14 to the Consolidated Financial Statements.

For a discussion of the recently adopted CECL accounting pronouncement, see Note 1 to the Consolidated Financial Statements.

Goodwill

Citi tests goodwill for impairment annually on July 1 (the annual test) and through interim assessments between annual tests if an event occurs or circumstances change that would more-likely-than-not reduce the fair value of a reporting unit below its carrying amount, such as a significant adverse change in the business climate, a decision to sell or dispose of all or a significant portion of a reporting unit or a significant decline in Citi’s stock price.

Citi qualitatively assessed the environment in the first quarter of 2020, including the estimated impact of the COVID-19 pandemic on macroeconomic variables and economic forecasts and how those might impact the fair value of reporting units. While many key metrics such as GDP and unemployment continue to evolve, the economic shocks caused by the pandemic were not felt until late in the first quarter of 2020. Moreover, there is significant uncertainty with how the COVID-19 pandemic will evolve, but Citi expects that it will continue to have a significant impact during the remainder of 2020. The extent of the pandemic’s impact will depend upon: (1) how consumers respond to the various consumer relief programs established by the federal government, as well as Citi’s own customer relief efforts, and how the federal corporate stimulus programs are implemented by small and medium size businesses; (2) the impact on unemployment, which is unclear; (3) the timing and extent of the economic recovery; (4) whether there is a resurgence of COVID-19 as businesses and schools reopen and the extent of that resurgence; and (5) the extent of market volatility.

After consideration of the items above, the first quarter 2020 results, as well as the results of the 2019 impairment test that resulted in an excess of reporting unit fair values over book values between approximately 33% and 134%, Citi determined it was not more-likely-than-not that the fair value of any report unit was below book value as of March 31, 2020. See Note 15 for a further discussion on goodwill.

Income Taxes

Deferred Tax Assets

For additional information on Citi’s deferred tax assets (DTAs), see “Risk Factors—Strategic Risks,” “Significant Accounting Policies and Significant Estimates—Income Taxes” and Notes 1 and 9 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K.

At March 31, 2020, Citigroup had recorded net DTAs of approximately $22.1 billion, a decrease of $1.0 billion from December 31, 2019. The decrease for the quarter was

primarily driven by gains in Other comprehensive income, partially offset by DTAs recorded through retained earnings related to the adoption of the new CECL accounting standard.

The table below summarizes Citi’s net DTAs balance:



Jurisdiction/Component
In billions of dollars	March 31, 2020		December 31, 2019
Total U.S.	$	20.4	$	21.0
Total foreign	1.7		2.1
Total	$	22.1	$	23.1

Of Citi’s total net DTAs of $22.1 billion as of March 31, 2020, $9.0 billion (primarily relating to net operating losses, foreign tax credit and general business credit carry-forwards, which Citi reduced by $0.1 billion in the current quarter) was deducted in calculating Citi’s regulatory capital. Net DTAs arising from temporary differences are deducted from regulatory capital if they are in excess of the 10%/15% limitations (see “Capital Resources” above). For the quarter ended March 31, 2020, Citi did not have any such DTAs. Accordingly, the remaining $13.1 billion of net DTAs as of March 31, 2020 was not deducted in calculating regulatory capital pursuant to Basel III standards, and was appropriately risk weighted under those rules.

DTA Realizability

Citi believes that the realization of the recognized net DTAs of $22.1 billion at March 31, 2020 is more-likely-than-not, based on management’s expectations as to future taxable income in the jurisdictions in which the DTAs arise, as well as consideration of available tax planning strategies (as defined in ASC Topic 740, Income Taxes). In the second quarter of 2020, as part of the normal planning process, Citi will update its forecasts of operating income and will also update its foreign source income forecast. These updates, particularly in light of the COVID-19 pandemic, could affect Citi’s valuation allowance against FTC carry-forwards.

Effective Tax Rate

Citi’s reported effective tax rate for the first quarter of 2020 was approximately 19%, which included a discrete benefit for vested equity compensation. This compares to an effective tax rate of approximately 21% in the first quarter of 2019.

Litigation Accruals

See the discussion in Note 23 to the Consolidated Financial Statements for information regarding Citi’s policies on establishing accruals for litigation and regulatory contingencies.

DISCLOSURE CONTROLS AND PROCEDURES

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

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

Citi’s management, with the participation of its CEO and CFO, has evaluated the effectiveness of Citigroup’s disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of March 31, 2020. Based on that evaluation, the CEO and CFO have concluded that at that date Citigroup’s disclosure controls and procedures were effective.

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

Pursuant to Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added Section 13(r) to the Securities Exchange Act of 1934, as amended, Citi is required to disclose in its annual or quarterly reports, as applicable, whether it or any of its affiliates knowingly engaged in certain activities, transactions or dealings relating to Iran or with individuals or entities that are subject to sanctions under U.S. law. Disclosure is generally required even where the activities, transactions or dealings were conducted in compliance with applicable law. Citi had no reportable activities pursuant to Section 219 for the first quarter of 2020.

FORWARD-LOOKING STATEMENTS

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

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

Such statements are based on management’s current expectations and are subject to risks, uncertainties and changes in circumstances. Actual results and capital and other financial

conditions may differ materially from those included in these statements due to a variety of factors, including without limitation (i) the precautionary statements included within

each individual business’s discussion and analysis of its results of operations above and in Citi’s 2019 Annual Report on Form 10-K and other SEC filings; (ii) the factors listed and described under “Risk Factors” above and in Citi’s 2019 Annual Report on Form 10-K; and (iii) the risks and uncertainties summarized below:


•	rapidly evolving macroeconomic and other challenges and uncertainties related to the COVID-19 pandemic and the potential impact on Citi’s businesses, revenues, expenses, credit costs, regulatory capital and liquidity, as well as overall results of operations and financial condition;

•

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


•	the potential impact to Citi’s regulatory capital ratios under the Basel III Advanced Approaches framework for determining risk-weighted assets, given that credit risk-weighted assets calculated under the Advanced Approaches are more risk sensitive than those calculated under the Standardized Approach;


•	the potential impact to Citi’s businesses, and results of operations and financial condition as a result of macroeconomic and geopolitical and other challenges and uncertainties and volatilities, including, among others, protracted or widespread trade tensions, including changes in U.S. trade policies and resulting retaliatory

measures, geopolitical tensions and conflicts, natural disasters, pandemics and election outcomes, governmental fiscal and monetary actions, such as changes in interest rates, and the terms or conditions related to the U.K.’s withdrawal from the European Union;

•

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


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


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


•	Citi’s ability to utilize its DTAs (including the foreign tax credit component of its DTAs) and thus reduce the negative impact of the DTAs on Citi’s regulatory capital, including as a result of its ability to generate U.S. taxable income;


•	the potential impact to Citi if its interpretation or application of the complex tax laws to which it is subject, such as the Tax Cuts and Jobs Act (Tax Reform), withholding, stamp, service and other non-income taxes, differs from those of the relevant governmental taxing authorities;

•

the various risks faced by Citi as a result of its presence in the emerging markets, including, among others, limitations of hedges on foreign investments, foreign currency volatility, sovereign volatility, election outcomes, regulatory changes and political events, foreign exchange controls, limitations on foreign investment, sociopolitical instability (including from hyperinflation), fraud, nationalization or loss of licenses, business restrictions, sanctions or asset freezes, potential criminal charges, closure of branches or subsidiaries and confiscation of assets, as well as the potential impact to Citi if the economic situation in a non-U.S. jurisdiction where Citi operates were to deteriorate to below a certain level that U.S. regulators impose mandatory loan loss or other reserve requirements on Citi;


•	the potential impact from a deterioration in or failure to maintain Citi’s co-branding or private label credit card relationships, due to, among other things, the general economic environment, declining sales and revenues or other operational difficulties of the retailer or merchant, termination of a particular relationship, or other factors,

such as bankruptcies, liquidations, restructurings, consolidations or other similar events;


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


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


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

•

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

•

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


•	the potential impact of changes to or incorrect assumptions, judgments or estimates in Citi’s financial statements, including reclassification of any foreign currency translation adjustment (CTA) component of AOCI, including related hedges and taxes, into earnings, due to the sale or substantial liquidation of any foreign entity, such as those related to Citi’s legacy businesses;

•

the impact of changes to financial accounting and reporting standards or interpretations, on how Citi records and reports its financial condition and results of operations, including the future impact from the CECL methodology, including due to changes in estimates of expected credit losses resulting from Citi’s CECL models and assumptions, existing and forecasted macroeconomic conditions and the credit quality, composition and other characteristics of Citi’s loan and other applicable portfolios;

•

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

•

the potential impact of credit risk and concentrations of risk on Citi’s results of operations, whether due to a default of or deterioration involving consumer, corporate or public sector borrowers or other counterparties in the U.S. or in various countries and jurisdictions globally, including from indemnification obligations in connection with various transactions, such as hedging or reinsurance arrangements related to those obligations;

•

the potential impact on Citi’s liquidity and/or costs of funding as a result of external factors, including, among others, the competitive environment for deposits, market disruptions and governmental fiscal and monetary policies as well as regulatory changes or negative investor perceptions of Citi’s creditworthiness, unexpected increases in cash or collateral requirements and the inability to monetize available liquidity resources;


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

•

the potential impact to Citi of ongoing interpretation and implementation of regulatory and legislative requirements and changes in the U.S. and globally, as well as heightened regulatory scrutiny and expectations for large financial institutions and their employees and agents, with respect to, among other things, governance and risk management practices and controls, including on Citi’s compliance, regulatory and other risks and costs, such as increased regulatory oversight and restrictions, penalties and fines; and

•

the potential outcomes of the extensive legal and regulatory proceedings, as well as regulatory examinations, investigations and other inquiries, to which Citi is or may be subject at any given time, particularly given the increased focus by regulators on conduct risk and controls and policies and procedures, as well as remediating deficiencies on a timely basis, together with the heightened scrutiny and expectations generally from regulators, and the severity of the remedies sought, such as enforcement proceedings, and potential collateral consequences to Citi arising from such outcomes.

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

FINANCIAL STATEMENTS AND NOTES TABLE OF CONTENTS



CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statement of Income (Unaudited)— For the Three Months Ended March 31, 2020 and 2019	88
Consolidated Statement of Comprehensive Income (Unaudited)—For the Three Months Ended March 31, 2020 and 2019	89
Consolidated Balance Sheet—March 31, 2020 (Unaudited) and December 31, 2019	90
Consolidated Statement of Changes in Stockholders’ Equity (Unaudited)—For the Three Months Ended March 31, 2020 and 2019	92
Consolidated Statement of Cash Flows (Unaudited)— For the Three Months Ended March 31, 2020 and 2019	94



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Note 1—Basis of Presentation, Updated Accounting Policies and Accounting Changes	96
Note 2—Discontinued Operations and Significant Disposals	102
Note 3—Business Segments	103
Note 4—Interest Revenue and Expense	104
Note 5—Commissions and Fees; Administration and Other Fiduciary Fees	105
Note 6—Principal Transactions	107
Note 7—Incentive Plans	108
Note 8—Retirement Benefits	108
Note 9—Earnings per Share	112
Note 10—Securities Borrowed, Loaned and Subject to Repurchase Agreements	113
Note 11—Brokerage Receivables and Brokerage Payables	116
Note 12—Investments	117




Note 13—Loans	127
Note 14—Allowance for Credit Losses	139
Note 15—Goodwill and Intangible Assets	142
Note 16—Debt	144
Note 17—Changes in Accumulated Other Comprehensive Income (Loss) (AOCI)	145
Note 18—Securitizations and Variable Interest Entities	148
Note 19—Derivatives	157
Note 20—Fair Value Measurement	168
Note 21—Fair Value Elections	183
Note 22—Guarantees, Leases and Commitments	187
Note 23—Contingencies	192
Note 24—Condensed Consolidating Financial Statements	193

CONSOLIDATED FINANCIAL STATEMENTS



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



	Three Months Ended March 31,
In millions of dollars, except per share amounts	2020			2019
Revenues
Interest revenue	$	17,139		$	19,076
Interest expense	5,647			7,317
Net interest revenue	$	11,492		$	11,759
Commissions and fees	$	3,021		$	2,926
Principal transactions	5,261			2,804
Administration and other fiduciary fees	854			839
Realized gains on sales of investments, net	432			130
Impairment losses on investments
Gross impairment losses	(55		)	(8		)
Net impairment losses recognized in earnings	$	(55	)	$	(8	)
Other revenue (loss)	$	(274	)	$	126
Total non-interest revenues	$	9,239		$	6,817
Total revenues, net of interest expense	$	20,731		$	18,576
Provisions for credit losses and for benefits and claims
Provision for credit losses on loans	$	6,444		$	1,944
Provision for credit losses on held-to-maturity (HTM) debt securities	6			—
Provision for credit losses on other assets	(4		)	—
Policyholder benefits and claims	24			12
Provision for credit losses on unfunded lending commitments	557			24
Total provisions for credit losses and for benefits and claims	$	7,027		$	1,980
Operating expenses
Compensation and benefits	$	5,654		$	5,658
Premises and equipment	565			564
Technology/communication	1,723			1,720
Advertising and marketing	328			359
Other operating	2,324			2,283
Total operating expenses	$	10,594		$	10,584
Income from continuing operations before income taxes	$	3,110		$	6,012
Provision for income taxes	576			1,275
Income from continuing operations	$	2,534		$	4,737
Discontinued operations
Loss from discontinued operations	$	(18	)	$	(2	)
Benefit for income taxes	—			—
Loss from discontinued operations, net of taxes	$	(18	)	$	(2	)
Net income before attribution of noncontrolling interests	$	2,516		$	4,735
Noncontrolling interests	(6		)	25
Citigroup’s net income	$	2,522		$	4,710
Basic earnings per share⁽¹⁾
Income from continuing operations	$	1.06		$	1.88
Income from discontinued operations, net of taxes	(0.01		)	—
Net income	$	1.05		$	1.88
Weighted average common shares outstanding (in millions)	2,097.9			2,340.4
Diluted earnings per share⁽¹⁾
Income from continuing operations	$	1.06		$	1.87
Income (loss) from discontinued operations, net of taxes	(0.01		)	—
Net income	$	1.05		$	1.87
Adjusted weighted average common shares outstanding (in millions)	2,113.7			2,342.4


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

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



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



	Three Months Ended March 31,
In millions of dollars	2020			2019
Citigroup’s net income	$	2,522		$	4,710
Add: Citigroup’s other comprehensive income⁽¹⁾
Net change in unrealized gains and losses on debt securities, net of taxes⁽¹⁾	$	3,128		$	1,135
Net change in debt valuation adjustment (DVA), net of taxes⁽²⁾	3,140			(571		)
Net change in cash flow hedges, net of taxes	1,897			286
Benefit plans liability adjustment, net of taxes	(286		)	(64		)
Net change in foreign currency translation adjustment, net of taxes and hedges	(4,109		)	58
Net change in excluded component of fair value hedges, net of taxes	27			18
Citigroup’s total other comprehensive income	$	3,797		$	862
Citigroup’s total comprehensive income	$	6,319		$	5,572
Add: Other comprehensive income (loss) attributable to noncontrolling interests	$	(51	)	$	(13	)
Add: Net income attributable to noncontrolling interests	(6		)	25
Total comprehensive income	$	6,262		$	5,584


(1)	See Note 17 to the Consolidated Financial Statements.


(2)	See Note 20 to the Consolidated Financial Statements.

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



CONSOLIDATED BALANCE SHEET		Citigroup Inc. and Subsidiaries



	March 31,
	2020			December 31,
In millions of dollars	(Unaudited)			2019
Assets
Cash and due from banks (including segregated cash and other deposits)	$	23,755		$	23,967
Deposits with banks, net of allowance	262,165			169,952
Securities borrowed and purchased under agreements to resell (including $155,637 and $153,193 as of March 31, 2020 and December 31, 2019, respectively, at fair value), net of allowance	262,536			251,322
Brokerage receivables, net of allowance	68,555			39,857
Trading account assets (including $190,227 and $120,236 pledged to creditors at March 31, 2020 and December 31, 2019, respectively)	365,000			276,140
Investments:
Available-for-sale debt securities (including $8,989 and $8,721 pledged to creditors as of March 31, 2020 and December 31, 2019, respectively)	308,219			280,265
Held-to-maturity debt securities (including $1,119 and $1,923 pledged to creditors as of March 31, 2020 and December 31, 2019, respectively), net of allowance	82,315			80,775
Equity securities (including $1,213 and $1,162 at fair value as of March 31, 20120 and December 31, 2019, respectively)	8,349			7,523
Total investments	$	398,883		$	368,563
Loans:
Consumer (including $18 and $18 as of March 31, 2020 and December 31, 2019, respectively, at fair value)	288,430			309,548
Corporate (including $3,981 and $4,067 as of March 31, 2020 and December 31, 2019, respectively, at fair value)	432,590			389,935
Loans, net of unearned income	$	721,020		$	699,483
Allowance for credit losses on loans (ACLL)	(20,841		)	(12,783		)
Total loans, net	$	700,179		$	686,700
Goodwill	21,264			22,126
Intangible assets (including MSRs of $367 and $495 as of March 31, 2020 and December 31, 2019, at fair value)	4,560			4,822
Other assets (including $14,663 and $12,830 as of March 31, 2020 and December 31, 2019, respectively, at fair value), net of allowance	112,873			107,709
Total assets	$	2,219,770		$	1,951,158

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



	March 31,
	2020			December 31,
In millions of dollars	(Unaudited)			2019
Assets of consolidated VIEs to be used to settle obligations of consolidated VIEs
Cash and due from banks	$	110		$	108
Trading account assets	6,278			6,719
Investments	987			1,295
Loans, net of unearned income
Consumer	42,573			46,977
Corporate	19,845			16,175
Loans, net of unearned income	$	62,418		$	63,152
Allowance for credit losses on loans (ACLL)	(3,729		)	(1,841		)
Total loans, net	$	58,689		$	61,311
Other assets	70			73
Total assets of consolidated VIEs to be used to settle obligations of consolidated VIEs	$	66,134		$	69,506

Statement continues on the next page.

CONSOLIDATED BALANCE SHEET Citigroup Inc. and Subsidiaries

(Continued)



	March 31,
	2020			December 31,
In millions of dollars, except shares and per share amounts	(Unaudited)			2019
Liabilities
Non-interest-bearing deposits in U.S. offices	$	113,371		$	98,811
Interest-bearing deposits in U.S. offices (including $1,090 and $1,624 as of March 31, 2020 and December 31, 2019, respectively, at fair value)	462,327			401,418
Non-interest-bearing deposits in offices outside the U.S.	85,439			85,692
Interest-bearing deposits in offices outside the U.S. (including $1,557 and $695 as of March 31, 2020 and December 31, 2019, respectively, at fair value)	523,774			484,669
Total deposits	$	1,184,911		$	1,070,590
Securities loaned and sold under agreements to repurchase (including $62,734 and $40,651 as of March 31, 2020 and December 31, 2019, respectively, at fair value)	222,324			166,339
Brokerage payables	74,368			48,601
Trading account liabilities	163,995			119,894
Short-term borrowings (including $8,364 and $4,946 as of March 31, 2020 and December 31, 2019, respectively, at fair value)	54,951			45,049
Long-term debt (including $52,914 and $55,783 as of March 31, 2020 and December 31, 2019, respectively, at fair value)	266,098			248,760
Other liabilities (including $4,339 and $6,343 as of March 31, 2020 and December 31, 2019, respectively, at fair value), including allowance	60,141			57,979
Total liabilities	$	2,026,788		$	1,757,212
Stockholders’ equity
Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: as of March 31, 2020—719,200 and as of December 31, 2019—719,200, at aggregate liquidation value	$	17,980		$	17,980
Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: as of March 31, 2020—3,099,632,709 and as of December 31, 2019—3,099,602,856	31			31
Additional paid-in capital	107,550			107,840
Retained earnings	163,438			165,369
Treasury stock, at cost: March 31, 2020—1,017,824,700 shares and December 31, 2019—985,479,501 shares	(64,147		)	(61,660		)
Accumulated other comprehensive income (loss) (AOCI)	(32,521		)	(36,318		)
Total Citigroup stockholders’ equity	$	192,331		$	193,242
Noncontrolling interest	651			704
Total equity	$	192,982		$	193,946
Total liabilities and equity	$	2,219,770		$	1,951,158

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



	March 31,
	2020		December 31,
In millions of dollars	(Unaudited)		2019
Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup
Short-term borrowings	$	11,397	$	10,031
Long-term debt	25,393		25,582
Other liabilities	926		917
Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup	$	37,716	$	36,530

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



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



	Three Months Ended March 31,
In millions of dollars	2020			2019
Preferred stock at aggregate liquidation value
Balance, beginning of period	$	17,980		$	18,460
Issuance of new preferred stock	1,500			—
Redemption of preferred stock	(1,500		)	(480		)
Balance, end of period	$	17,980		$	17,980
Common stock and additional paid-in capital
Balance, beginning of period	$	107,871		$	107,953
Employee benefit plans	(292		)	(382		)
Preferred stock issuance costs	2			—
Other	—			11
Balance, end of period	$	107,581		$	107,582
Retained earnings
Balance, beginning of period	$	165,369		$	151,347
Adjustment to opening balance, net of taxes⁽¹⁾	(3,076		)	151
Adjusted balance, beginning of period	$	162,293		$	151,498
Citigroup’s net income	2,522			4,710
Common dividends⁽²⁾	(1,081		)	(1,075		)
Preferred dividends	(291		)	(262		)
Other	(5		)	(12		)
Balance, end of period	$	163,438		$	154,859
Treasury stock, at cost
Balance, beginning of period	$	(61,660	)	$	(44,370	)
Employee benefit plans⁽³⁾	438			564
Treasury stock acquired⁽⁴⁾	(2,925		)	(4,055		)
Balance, end of period	$	(64,147	)	$	(47,861	)
Citigroup’s accumulated other comprehensive income (loss)
Balance, beginning of period	$	(36,318	)	$	(37,170	)
Citigroup’s total other comprehensive income	3,797			862
Balance, end of period	$	(32,521	)	$	(36,308	)
Total Citigroup common stockholders’ equity	$	174,351		$	178,272
Total Citigroup stockholders’ equity	$	192,331		$	196,252
Noncontrolling interests
Balance, beginning of period	$	704		$	854
Transactions between Citigroup and the noncontrolling-interest shareholders	(6		)	(99		)
Net income attributable to noncontrolling-interest shareholders	(6		)	25
Distributions paid to noncontrolling-interest shareholders	—			(4		)
Other comprehensive income (loss) attributable to noncontrolling-interest shareholders	(51		)	(13		)
Other	10			—
Net change in noncontrolling interests	$	(53	)	$	(91	)
Balance, end of period	$	651		$	763
Total equity	$	192,982		$	197,015


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


(2)	Common dividends declared were $0.51 per share in the first quarter of 2020 and $0.45 per share in the first quarter of 2019.


(3)	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.


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

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



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



	Three Months Ended March 31,
In millions of dollars	2020			2019
Cash flows from operating activities of continuing operations
Net income before attribution of noncontrolling interests	$	2,516		$	4,735
Net income attributable to noncontrolling interests	(6		)	25
Citigroup’s net income	$	2,522		$	4,710
Loss from discontinued operations, net of taxes	(18		)	(2		)
Income from continuing operations—excluding noncontrolling interests	$	2,540		$	4,712
Adjustments to reconcile net income to net cash provided by (used in) operating activities of continuing operations
Depreciation and amortization	927			931
Provisions for credit losses on loans and unfunded lending commitments	7,001			1,944
Realized gains from sales of investments	(432		)	(130		)
Impairment losses on investments	55			8
Change in trading account assets	(88,875		)	(30,427		)
Change in trading account liabilities	44,101			(7,913		)
Change in brokerage receivables net of brokerage payables	(2,931		)	(10,965		)
Change in loans HFS	(1,393		)	1,439
Change in other assets	(3,010		)	(2,961		)
Change in other liabilities	1,605			2,585
Other, net	14,879			3,161
Total adjustments	$	(28,073	)	$	(42,328	)
Net cash used in operating activities of continuing operations	$	(25,533	)	$	(37,616	)
Cash flows from investing activities of continuing operations
Change in securities borrowed and purchased under agreements to resell	$	(11,214	)	$	6,189
Change in loans	(26,743		)	(892		)
Proceeds from sales and securitizations of loans	596			2,062
Purchases of investments	(108,658		)	(69,673		)
Proceeds from sales of investments	44,399			31,436
Proceeds from maturities of investments	29,203			47,363
Capital expenditures on premises and equipment and capitalized software	(460		)	(518		)
Proceeds from sales of premises and equipment, subsidiaries and affiliates and repossessed assets	2			38
Other, net	18			38
Net cash provided by (used in) investing activities of continuing operations	$	(72,857	)	$	16,043
Cash flows from financing activities of continuing operations
Dividends paid	$	(1,365	)	$	(1,320	)
Issuance of preferred stock	1,500			—
Redemption of preferred stock	(1,500		)	(480		)
Treasury stock acquired	(2,925		)	(4,055		)
Stock tendered for payment of withholding taxes	(406		)	(358		)
Change in securities loaned and sold under agreements to repurchase	55,985			12,604
Issuance of long-term debt	28,927			15,552
Payments and redemptions of long-term debt	(13,081		)	(6,568		)
Change in deposits	114,321			17,186
Change in short-term borrowings	9,902			6,976



CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED) (Continued)
	Three Months Ended March 31,
In millions of dollars	2020			2019
Net cash provided by financing activities of continuing operations	$	191,358		$	39,537
Effect of exchange rate changes on cash and due from banks	$	(967	)	$	(176	)
Change in cash, due from banks and deposits with banks	$	92,001		$	17,788
Cash, due from banks and deposits with banks at beginning of period	193,919			188,105
Cash, due from banks and deposits with banks at end of period	$	285,920		$	205,893
Cash and due from banks	$	23,755		$	24,448
Deposits with banks, net of allowance	262,165			181,445
Cash, due from banks and deposits with banks at end of period	$	285,920		$	205,893
Supplemental disclosure of cash flow information for continuing operations
Cash paid during the period for income taxes	$	1,441		$	1,325
Cash paid during the period for interest	5,424			6,931
Non-cash investing activities⁽¹⁾
Transfers to loans HFS (Other assets) from loans	$	224		$	2,000


(1)	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 22 to the Consolidated Financial Statements for more information and balances as of March 31, 2020.

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. BASIS OF PRESENTATION, UPDATED ACCOUNTING POLICIES AND ACCOUNTING CHANGES

Basis of Presentation

The accompanying unaudited Consolidated Financial Statements as of March 31, 2020 and for the three-month periods ended March 31, 2020 and 2019 include the accounts of Citigroup Inc. and its consolidated subsidiaries.

In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation have been reflected. The accompanying unaudited Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and related notes included in Citigroup’s Annual Report on Form 10-K for the fiscal year ended December 31, 2019 (2019 Annual Report on Form 10-K).

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

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

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

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

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

UPDATED ACCOUNTING POLICIES

The accounting policies below have been updated from those disclosed in Citi’s 2019 Annual Report on Form 10-K as a result of accounting standards adoptions during the first quarter of 2020. See Note 1 to the Consolidated Financial Statements in Citigroup’s 2019 Annual Report on Form 10-K for a summary of all of Citigroup’s significant accounting policies.

Allowances for Credit Losses (ACL)

Commencing January 1, 2020, Citi adopted Accounting Standards Update (ASC) 326, Financial Instruments—Credit Losses, using the methodologies described below. For information about Citi’s accounting for loan losses prior to January 1, 2020, see Note 1 in Citigroup’s 2019 Annual Report on Form 10-K.

The Current Expected Credit Losses (CECL) methodology is based on relevant information about past events, including historical experience, current conditions and reasonable and supportable (R&S) forecasts that affect the collectability of the reported financial asset balances. If

the asset’s life extends beyond the R&S forecast period, then historical experience is considered over the remaining life of the assets in the allowance for credit losses. The resulting allowance for credit losses is adjusted in each subsequent reporting period through Provisions for credit losses in the Consolidated Statement of Income to reflect changes in history, current conditions and forecasts as well as changes in asset positions and portfolios. ASC 326 defines the allowance for credit losses (ACL) as a valuation account that is deducted from the amortized cost of a financial asset to present the net amount that management expects to collect on the financial asset over its expected life. All financial assets carried at amortized cost are in the scope of ASC 326, while assets measured at fair value are excluded. See Note 13 to the Consolidated Financial Statements for a discussion of impairment on available-for-sale (AFS) securities.

Increases and decreases to the allowances are recorded in Provisions for credit losses. The CECL methodology utilizes a lifetime expected credit loss (ECL) measurement objective for the recognition of credit losses for held-for-investment (HFI) loans, held-to-maturity (HTM) debt securities, receivables and other financial assets measured at amortized cost at the time the financial asset is originated or acquired. Within the life of a loan or other financial asset, the methodology generally results in the earlier recognition of the provision for credit losses and the related ACL than prior U.S. GAAP.

Estimation of ECLs requires Citi to make assumptions regarding the likelihood and severity of credit loss events and their impact on expected cash flows, which drive the probability of default (PD), loss given default (LGD) and exposure at default (EAD) models and, where Citi discounts the ECL, using discounting techniques for certain products. Where the asset’s life extends beyond the R&S forecast period, Citi considers historical experience over the remaining life of the assets in estimating the ACL.

The following are the main factors and interpretations that Citi considers when estimating the ACL under the CECL methodology:


•	CECL reserves are estimated over the contractual term of the financial asset, which is generally adjusted for expected prepayments. Expected extensions are generally not considered unless the option to extend the loan cannot be canceled unilaterally by Citi. Modifications are also not considered, unless Citi has a reasonable expectation that it will execute a troubled debt restructuring (TDR).


•	Credit enhancements that are not freestanding (such as those that are included in the original terms of the contract or those executed in conjunction with the lending transaction) are considered loss mitigants for purposes of CECL reserve estimation.


•	For unconditionally cancelable accounts such as credit cards, reserves are based on the expected life of the balance as of the evaluation date (assuming no further charges) and do not include any undrawn commitments that are unconditionally cancelable. Reserves are

included for undrawn commitments for accounts that are not unconditionally cancelable (such as letters of credit and corporate loan commitments, HELOCs, undrawn mortgage loan commitments and financial guarantees).


•	CECL models are designed to be economically sensitive. They utilize the macroeconomic forecasts provided by Citi’s economic forecasting team (EFT) that are approved by senior management. Analysis is performed and documented to determine the necessary qualitative management adjustment (QMA) to capture forward-looking macroeconomic expectations.

•

The portion of the forecast that reflects the EFT’s R&S period indicates the maximum length of time its models can produce a R&S macroeconomic forecast, after which mean reversion is used for the remaining life of the loan to estimate expected credit losses. For the loss forecast, businesses may consume a portion or all of the macroeconomic forecast as determined to be appropriate and justifiable. For losses occurring beyond the consumption period of the macroeconomic forecast, historical loss experience is used.


•	The ACL incorporates provisions for accrued interest on products that are not subject to a non-accrual and timely write-off policy (e.g., cards and Ready Credit, etc.).


•	The reserves for TDRs are calculated using the discounted cash flow method and consider appropriate macroeconomic forecast data for the exposure type. For TDR loans that are collateral dependent, the ACL is based on the fair value of the collateral.


•	Citi uses the most recent available information to inform its macroeconomic forecasts, allowing sufficient time for analysis of the results and corresponding approvals.


•	Reserves are calculated at an appropriately granular level and on a pooled basis where financial assets share risk characteristics. At a minimum, reserves are calculated at a portfolio level (product and country). Where a financial asset does not share risk characteristics with any of the pools, it is evaluated for credit losses individually.

Quantitative and Qualitative Components of the ACL

The loss likelihood and severity models use both internal and external information and are sensitive to forecasts of different macroeconomic conditions. For the quantitative component, Citi uses a single forward-looking macroeconomic forecast, complemented by the qualitative component that reflects economic uncertainty due to a different possible scenario for estimating the ACL. Estimates of these ECLs are based upon (i) Citigroup’s internal system of credit risk ratings; (ii) historical default and loss data, including comprehensive internal history and rating agency information regarding default rates and internal data on the severity of losses in the event of default; and (iii) a R&S forecast of future macroeconomic conditions. ECL is determined primarily by utilizing models for the borrowers’ PD, LGD and EAD. Adjustments may be made to this data, including (i) statistically calculated estimates to cover the historical fluctuation of the default rates over the credit cycle, the historical variability of loss severity among

defaulted loans and the degree to which there are large obligor concentrations in the global portfolio, and (ii) adjustments made for specifically known items, such as current environmental factors and credit trends.

Any adjustments needed to the modeled expected losses in the quantitative calculations are addressed through a qualitative adjustment. The qualitative adjustment considers, among other things: the uncertainty of forward-looking scenarios based on the likelihood and severity of a possible recession; the uncertainty of economic conditions; certain portfolio characteristics and concentrations; collateral coverage; model limitations; idiosyncratic events; and other relevant criteria under banking supervisory guidance for loan loss reserves. The qualitative adjustment also reflects the estimated impact of the COVID-19 pandemic on the economic forecasts and the impact on credit loss estimates. The total ACL is composed of the quantitative and qualitative components.

Consumer Loans

For consumer loans, most portfolios including North America cards, mortgages and personal installment loans (PILs) are covered by the PD, LGD and EAD loss forecasting models. Some smaller international portfolios are covered by econometric models where the gross credit loss (GCL) rate is forecasted. The modeling of all retail products is performed by examining risk drivers for a given portfolio; these drivers relate to exposures with similar credit risk characteristics and consider past events, current conditions and R&S forecasts. Under the PD x LGD x EAD approach, GCLs and recoveries are captured on an undiscounted basis. Citi incorporates expected recoveries on loans into its reserve estimate, including expected recoveries on assets previously written off. The R&S forecast period for consumer loans is 13 quarters and reverts to historical loss experience thereafter.

CECL defines the exposure’s expected life as the remaining contractual maturity including any expected prepayments. Subsequent changes to the contractual terms that are the result of a re-underwriting are not included in the loan’s expected CECL life.

Citi does not establish reserves for the uncollectible accrued interest on non-revolving consumer products, such as mortgages and installment loans, which are subject to a non-accrual and timely write-off policy. As such, only the principal balance is subject to the CECL reserve methodology and interest does not attract a further reserve. FAS 91-deferred origination costs or fees related to new account originations are amortized within a 12-month period, and an ACL is provided for components in the scope of the ASC.

Separate valuation allowances are determined for impaired smaller-balance homogeneous loans whose terms have been modified in a TDR. Long-term modification programs, and short-term (less than 12 months) modifications that provide concessions (such as interest rate reductions) to borrowers in financial difficulty, are reported as TDRs. In addition, loan modifications that involve a trial period are reported as TDRs at the start of the trial period.

The ACL for TDRs is determined using a discounted cash flow (DCF) approach. When a DCF approach is used, the initial allowance for ECLs is calculated as the expected contractual cash flows discounted at the loan’s original effective interest rate. DCF techniques are applied only for consumer loans classified as TDR loan exposures.

For cards, Citi uses the payment rate approach, which leverages payment rate curves, to determine the payments that should be applied to liquidate the end-of-period balance (CECL balance) in the estimation of EAD. The payment rate approach uses customer payment behavior (payment rate) to establish the portion of the CECL balance that will be paid each month. These payment rates are defined as the percentage of principal payments received in the respective month divided by the prior month’s billed principal balance. The liquidation (CECL payment) amount for each forecast period is determined by multiplying the CECL balance by that period’s forecasted payment rate. The cumulative sum of these payments less the CECL balance produces the balance liquidation curve. Citi does not apply a non-accrual policy to credit card receivables; rather, they are subject to full charge-off at 180 days past due. As such, the entire customer balance up until write-off, including accrued interest and fees, will be subject to the CECL reserve methodology.

Corporate Loans and HTM Securities

Citi records allowances for credit losses on all financial assets carried at amortized cost that are in the scope of CECL, including corporate loans classified as HFI and HTM debt securities. Discounting techniques are applied for corporate loans classified as HFI and HTM securities and non-accrual/TDR loan exposures. All cash flows are discounted to the reporting date under the LGD models. The ACLs include Citi’s estimate of all credit losses expected to be incurred over the estimated full contractual life of the financial asset. The contractual life of the financial asset does not include expected extensions, renewals or modifications, except for instances where the Company reasonably expects to extend the tenor of the financial asset pursuant to a future TDR. The decrease in credit losses under CECL at the date of adoption on January 1, 2020, compared with the prior incurred loss methodology, is largely due to more precise contractual maturities that result in shorter remaining tenors, the incorporation of recoveries and use of more specific historical loss data based on an increase in portfolio segmentation across industries and geographies.

The R&S forecast period for wholesale portfolios is nine quarters. After the R&S period, the models revert to historical averages over a three-quarter transition period. The R&S and reversion periods were determined primarily based on historical analysis of losses for various portfolio segments.

The Company primarily bases its allowances for ECLs on models that assess the likelihood and severity of credit events and their impact on cash flows under R&S forecasted economic scenarios. Allowances consider the probability of the borrower’s default, the loss the Company would incur upon default and the borrower’s exposure at default. Such

models discount the present value of all future cash flows, discounted using the asset’s EIR. Citi applies a more simplified approach based on historical loss rates to certain exposures recorded in Other assets and certain loan exposures in the private bank.

The Company considers the risk of nonpayment to be zero for U.S. Treasuries and U.S. government-sponsored agency guaranteed mortgage-backed securities (MBS), and as such, Citi does not have an ACL for these securities. For all other HTM debt securities, ECLs are estimated using PD models and discounting techniques, which incorporate assumptions regarding the likelihood and severity of credit losses. For structured securities, specific models use relevant assumptions for the underlying collateral type. A discounting approach is applied to HTM direct obligations of a single issuer, similar to that used for corporate HFI loans.

Other Financial Assets with Zero Expected Credit Losses

For certain financial assets, zero expected credit losses will be recognized where the expectation of nonpayment of the amortized cost basis is zero, based on there being no history of loss and the nature of the receivables.

Secured Financing Transactions

Most of Citi’s reverse repurchase agreements, securities borrowing arrangements and margin loans require that the borrower continually adjust the amount of the collateral securing Citi’s interest, primarily resulting from changes in the fair value of such collateral. In such arrangements, ACLs are recorded based only on the amount by which the asset’s amortized cost basis exceeds the fair value of the collateral. No ACLs are recorded where the fair value of the collateral is equal to or exceeds the asset’s amortized cost basis, as Citi does not expect to incur credit losses on such well-collateralized exposures. For certain margin loans presented in Loans on the Consolidated Balance Sheet, credit losses are estimated using the same approach as corporate loans.

Accrued Interest

CECL permits entities to make an accounting policy election not to reserve for interest, if the entity has a policy in place that will result in timely reversal or write-off of interest. However, when a non-accrual or timely charge-off policy is not applied, an ACL is recognized on accrued interest. For HTM debt securities, Citi established a non-accrual policy that results in timely write-off of accrued interest. For corporate loans, where a timely charge-off policy is used, Citi has elected to recognize an ACL on accrued interest receivable. The LGD models for corporate loans include an adjustment for estimated accrued interest.

Reasonably Expected TDRs

For corporate loans, the reasonable expectation of TDR concept requires that the contractual life over which ECLs are estimated be extended when a TDR that results in a tenor extension is reasonably expected. Reasonably expected TDRs are included in the life of the asset. A discounting technique or collateral-dependent practical expedient is used for non-accrual and TDR loan exposures that do not share risk characteristics with other loans and are individually assessed.

Purchased Credit Deteriorated (PCD) Assets

ASC 326 requires entities that have acquired financial assets (such as loans and HTM securities) with an intent to hold, to evaluate whether those assets have experienced a more-than-insignificant deterioration in credit quality since origination. These assets are subject to specialized accounting at initial recognition under CECL. Subsequent measurement of PCD assets will remain consistent with other purchased or originated assets, i.e., non-PCD assets. CECL introduces the notion of PCD assets, which replaces purchased credit impaired (PCI) accounting under legacy U.S. GAAP.

CECL requires the estimation of credit losses to be performed on a pool basis unless a PCD asset does not share characteristics with any pool. If certain PCD assets do not meet the conditions for aggregation, those PCD assets should be accounted for separately. This determination must be made at the date the PCD asset is purchased. In estimating ECLs from day 2 onward, pools can potentially be reassembled based upon similar risk characteristics. When PCD assets are pooled, Citi will determine the amount of the initial ACL at the pool level. The amount of the initial ACL for a PCD asset represents the portion of the total discount at acquisition that relates to credit and is recognized as a “gross-up” of the purchase price to arrive at the PCD asset’s (or pool’s) amortized cost. Any difference between the unpaid principal balance and the amortized cost is considered to be related to non-credit factors and results in a discount or premium, which is amortized to interest income over the life of the individual asset (or pool). Direct expenses incurred related to the acquisition of PCD assets and other assets and liabilities in a business combination must be expensed as incurred. Subsequent accounting for acquired PCD assets is the same as the accounting for originated assets; changes in the allowance are recorded in Provisions for credit losses.

Consumer

Citi does not purchase whole portfolios of PCD assets in its retail businesses. However, there may be a small portion of a purchased portfolio that is identified as PCD at the purchase date. Interest income recognition does not vary between PCD and non-PCD assets. A consumer financial asset is considered to be more-than-insignificantly credit deteriorated if it is more than 30 days past due at the purchase date.

Corporate

Citi generally classifies wholesale loans and debt securities classified HTM or AFS as PCD when both of the following criteria are met: (i) the purchase price discount is at least 10% of par and (ii) the purchase date is more than 90 days after the origination or issuance date. Citi classifies HTM beneficial interests rated AA- and lower obtained at origination from certain securitization transactions as PCD when there is a significant difference (i.e., 10% or greater) between contractual cash flows, adjusted for prepayments, and expected cash flows at the date of recognition.

Reserve Estimates and Policies

Management provides reserves for an estimate of lifetime ECLs in the funded loan portfolio on the Consolidated Balance Sheet in the form of an ACL. These reserves are established in accordance with Citigroup’s credit reserve policies, as approved by the Audit Committee of the Citigroup Board of Directors. Citi’s Chief Risk Officer and Chief Financial Officer review the adequacy of the credit loss reserves each quarter with representatives from the risk management and finance staffs for each applicable business area. Applicable business areas include those having classifiably managed portfolios, where internal credit risk ratings are assigned (primarily ICG) and delinquency managed portfolios (primarily GCB) or modified consumer loans, where concessions were granted due to the borrowers’ financial difficulties. The aforementioned representatives for these business areas present recommended reserve balances for their funded and unfunded lending portfolios along with supporting quantitative and qualitative data discussed below:

Estimated credit losses for non-performing, non-homogeneous exposures within a business line’s classifiably managed portfolio and impaired smaller-balance homogeneous loans whose terms have been modified due to the borrowers’ financial difficulties, where it was determined that a concession was granted to the borrower.

Consideration may be given to the following, as appropriate, when determining this estimate: (i) the present value of expected future cash flows discounted at the loan’s original effective rate, (ii) the borrower’s overall financial condition, resources and payment record and (iii) the prospects for support from financially responsible guarantors or the realizable value of any collateral. In the determination of the ACL for TDRs, management considers a combination of historical re-default rates, the current economic environment and the nature of the modification program when forecasting expected cash flows. When impairment is measured based on the present value of expected future cash flows, the entire change in present value is recorded in Provisions for credit losses.

Estimated credit losses in the delinquency-managed portfolios for performing exposures.

In addition, representatives from each of the risk management and finance staffs who cover business areas with delinquency-managed portfolios containing smaller-balance homogeneous loans present their recommended

reserve balances based on leading credit indicators, including loan delinquencies and changes in portfolio size as well as economic trends, including current and future housing prices, unemployment, length of time in foreclosure, costs to sell and GDP. This methodology is applied separately for each product within each geographic region in which these portfolios exist. This evaluation process is subject to numerous estimates and judgments. The frequency of default, risk ratings, loss recovery rates, size and diversity of individual large credits and ability of borrowers with foreign currency obligations to obtain the foreign currency necessary for orderly debt servicing, among other things, are all taken into account during this review. Changes in these estimates could have a direct impact on the credit costs in any period and could result in a change in the allowance.

Allowance for Unfunded Lending Commitments

Credit loss reserves are recognized on all off-balance sheet commitments that are not unconditionally cancelable. Corporate loan EAD models include an incremental usage factor (or credit conversion factor) to estimate ECLs on amounts undrawn at the reporting date. Off-balance sheet commitments include unfunded exposures, revolving facilities, securities underwriting commitments, letters of credit, HELOCs and financial guarantees. This reserve is classified on the Consolidated Balance Sheet in Other liabilities. Changes to the allowance for unfunded lending commitments are recorded in Provision for credit losses on unfunded lending commitments.

ACCOUNTING CHANGES

Accounting for Financial Instruments—Credit Losses

Overview

In June 2016, the Financial Accounting Standards Board (FASB) issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326). The ASU introduces a new credit loss methodology, the Current Expected Credit Losses (CECL) methodology, which requires earlier recognition of credit losses while also providing additional transparency about credit risk. Citi adopted the ASU as of January 1, 2020, which, as discussed below, resulted in an increase in Citi’s Allowance for credit losses and a decrease to opening Retained earnings, net of deferred income taxes, at January 1, 2020.

The CECL methodology utilizes a lifetime “expected credit loss” measurement objective for the recognition of credit losses for loans, held-to-maturity debt securities, receivables and other financial assets measured at amortized cost at the time the financial asset is originated or acquired. The allowance for credit losses is adjusted each period for changes in expected lifetime credit losses. The CECL methodology represents a significant change from prior U.S. GAAP and replaced the prior multiple existing impairment methods, which generally required that a loss be incurred before it was recognized. Within the life cycle of a loan or other financial asset, the methodology generally results in the earlier recognition of the provision for credit losses and the related allowance for credit losses than prior U.S. GAAP. For available-for-sale debt securities where fair value is less than cost that Citi intends to hold or more-likely-than-not will not be required to sell, credit-related impairment, if any, is recognized through an allowance for credit losses and adjusted each period for changes in credit risk.

January 1, 2020 CECL Transition (Day 1) Impact

The CECL methodology’s impact on expected credit losses, among other things, reflects Citi’s view of the current state of the economy, forecasted macroeconomic conditions and Citi’s portfolios. At the January 1, 2020 date of adoption, based on forecasts of macroeconomic conditions and exposures at that time, the aggregate impact to Citi was an approximate $4.1 billion, or an approximate 29%, pretax increase in the Allowance for credit losses, along with a $3.1 billion after-tax decrease in Retained earnings and a deferred tax asset increase of $1.0 billion. This transition impact reflects (i) a $4.9 billion build to the Allowance for credit losses for Citi’s consumer exposures, primarily driven by the impact on credit card receivables of longer estimated tenors under the CECL lifetime expected credit loss methodology (loss coverage of approximately 23 months) compared to shorter estimated tenors under the probable loss methodology under prior U.S. GAAP (loss coverage of approximately 14 months), net of recoveries; and (ii) a release of $0.8 billion of reserves primarily related to Citi’s corporate net loan loss exposures, largely due to more precise contractual maturities that result in shorter remaining tenors, incorporation of recoveries and use of more specific

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historical loss data based on an increase in portfolio segmentation across industries and geographies.

Under the CECL methodology, the Allowance for credit losses consists of quantitative and qualitative components. Citi’s quantitative component of the Allowance for credit losses is model based and utilizes a single forward-looking macroeconomic forecast, complemented by the qualitative component described below, in estimating expected credit losses and discounts inputs for the corporate classifiably managed portfolios. Reasonable and supportable forecast periods vary by product. For example, Citi’s consumer models use a 13-quarter reasonable and supportable period and revert to historical loss experience thereafter, while its corporate loan models use a nine-quarter reasonable and supportable period followed by a three-quarter graduated transition to historical loss experience.

Citi’s qualitative component of the Allowance for credit losses considers (i) the uncertainty of forward-looking scenarios based on the likelihood and severity of a possible recession as another possible scenario; (ii) certain portfolio characteristics, such as portfolio concentration and collateral coverage; and (iii) model limitations as well as idiosyncratic events.

Subsequent Measurement of Goodwill

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

The ASU was adopted by Citi as of January 1, 2020 with prospective application and did not impact the first quarter of 2020 results. The future impact of the ASU will depend upon the performance of Citi’s reporting units and the market conditions impacting the fair value of each reporting unit going forward.

FUTURE APPLICATION OF ACCOUNTING STANDARDS

Reference Rate Reform

In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provides optional guidance to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. Specifically, the guidance permits an entity, when certain criteria are met, to consider amendments to contracts made to comply with reference rate reform to meet the definition of a modification under U.S. GAAP. It further allows hedge accounting to be maintained and a one-time transfer or sale of qualifying held-to-maturity securities. The expedients and exceptions provided by the amendments are permitted to be adopted any time through December 31, 2022 and do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for certain optional expedients elected for certain hedging relationships existing as of December 31, 2022. Citi plans to adopt the optional expedients in 2020 and does not expect a material impact.

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2. DISCONTINUED OPERATIONS AND SIGNIFICANT DISPOSALS

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

The following summarizes financial information for all Discontinued operations:



	Three Months Ended March 31,
In millions of dollars	2020			2019
Total revenues, net of interest expense	$	—		$	—
Loss from discontinued operations	$	(18	)	$	(2	)
Benefit for income taxes	—			—
Loss from discontinued operations, net of taxes	$	(18	)	$	(2	)

Cash flows from Discontinued operations were not material for the periods presented and there were no significant disposals during these periods. For a description of the Company’s significant disposal transactions in prior periods and financial impact, see Note 2 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K.

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3. BUSINESS SEGMENTS

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

For additional information regarding Citigroup’s business segments, see Note 3 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K.

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



	Three Months Ended March 31,
	Revenues, net of interest expense⁽¹⁾				Provision (benefits) for income taxes						Income (loss) from continuing operations⁽²⁾					Identifiable assets
In millions of dollars, except identifiable assets in billions	2020		2019		2020			2019			2020			2019		March 31, 2020		December 31, 2019
Global Consumer Banking	$	8,174	$	8,090	$	(270	)	$	381		$	(755	)	$	1,320	$	403	$	407
Institutional Clients Group	12,484		10,018		1,044			955			3,626			3,412		1,723		1,447
Corporate/Other	73		468		(198		)	(61		)	(337		)	5		94		97
Total	$	20,731	$	18,576	$	576		$	1,275		$	2,534		$	4,737	$	2,220	$	1,951

(1)

Includes total revenues, net of interest expense (excluding Corporate/Other), in North America of $10.2 billion and $8.3 billion; in EMEA of $3.5 billion and $3.2 billion; in Latin America of $2.6 billion and $2.5 billion; and in Asia of $4.4 billion and $4.1 billion for the three months ended March 31, 2020 and 2019, respectively. These regional numbers exclude Corporate/Other, which largely operates within the U.S.


(2)	Includes pretax provisions for credit losses and for benefits and claims in the GCB results of $4.8 billion and $2.0 billion; in the ICG results of $2,004 million and $32 million; and in the Corporate/Other results of $192 million and $(25) million for the three months ended March 31, 2020 and 2019, respectively.

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4. INTEREST REVENUE AND EXPENSE

Interest revenue and Interest expense consisted of the following:



	Three Months Ended March 31,
In millions of dollars	2020		2019
Interest revenue
Loan interest, including fees	$	11,250	$	11,969
Deposits with banks	527		607
Securities borrowed and purchased under agreements to resell	1,208		1,783
Investments, including dividends	2,281		2,548
Trading account assets⁽¹⁾	1,590		1,686
Other interest	283		483
Total interest revenue	$	17,139	$	19,076
Interest expense
Deposits⁽²⁾	$	2,614	$	3,027
Securities loaned and sold under agreements to repurchase	1,085		1,589
Trading account liabilities⁽¹⁾	239		327
Short-term borrowings	384		652
Long-term debt	1,325		1,722
Total interest expense	$	5,647	$	7,317
Net interest revenue	$	11,492	$	11,759
Provision for credit losses on loans	6,444		1,944
Net interest revenue after provision for credit losses on loans	$	5,048	$	9,815


(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 $225 million and $193 million for the three months ended March 31, 2020 and 2019, respectively.

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5. COMMISSIONS AND FEES; ADMINISTRATION AND OTHER FIDUCIARY FEES

For additional information on Citi’s commissions and fees, and administration and other fiduciary fees, see Note 5 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K.

The following tables present Commissions and fees revenue:



	Three Months Ended March 31,
	2020
In millions of dollars	ICG			GCB			Corporate/Other		Total
Investment banking	$	1,040		$	—		$	—	$	1,040
Brokerage commissions	577			249			—		826
Credit- and bank-card income
Interchange fees	261			1,917			—		2,178
Card-related loan fees	11			166			—		177
Card rewards and partner payments	(149		)	(2,093		)	—		(2,242		)
Deposit-related fees⁽¹⁾	233			115			—		348
Transactional service fees	227			24			—		251
Corporate finance⁽²⁾	146			—			—		146
Insurance distribution revenue	4			125			—		129
Insurance premiums	—			43			—		43
Loan servicing	20			11			8		39
Other	30			56			—		86
Total commissions and fees⁽³⁾	$	2,400		$	613		$	8	$	3,021



	Three Months Ended March 31,
	2019
In millions of dollars	ICG			GCB			Corporate/Other		Total
Investment banking	$	914		$	—		$	—	$	914
Brokerage commissions	471			186			—		657
Credit- and bank-card income
Interchange fees	279			1,983			—		2,262
Card-related loan fees	13			160			—		173
Card rewards and partner payments	(153		)	(2,061		)	—		(2,214		)
Deposit-related fees⁽¹⁾	262			122			—		384
Transactional service fees	201			30			—		231
Corporate finance⁽²⁾	179			—			—		179
Insurance distribution revenue	4			132			—		136
Insurance premiums	—			47			—		47
Loan servicing	50			22			6		78
Other	17			62			1		79
Total commissions and fees⁽³⁾	$	2,236		$	683		$	7	$	2,926


(1)	Includes overdraft fees of $31 million and $31 million for the three months ended March 31, 2020 and 2019, 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 $(1,802) million and $(1,703) million not accounted for under ASC 606, Revenue from Contracts with Customers, for the three months ended March 31, 2020 and 2019, 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.

105

The following table presents Administration and other fiduciary fees revenue:



	Three Months Ended March 31,
	2020
In millions of dollars	ICG		GCB		Corporate/Other		Total
Custody fees	$	366	$	8	$	15	$	389
Fiduciary fees	172		156		—		328
Guarantee fees	134		2		1		137
Total administration and other fiduciary fees⁽¹⁾	$	672	$	166	$	16	$	854



	Three Months Ended March 31,
	2019
In millions of dollars	ICG		GCB		Corporate/Other		Total
Custody fees	$	364	$	3	$	16	$	383
Fiduciary fees	152		146		12		310
Guarantee fees	142		2		2		146
Total administration and other fiduciary fees⁽¹⁾	$	658	$	151	$	30	$	839


(1)	Administration and other fiduciary fees includes $136 million and $146 million for the three months ended March 31, 2020 and 2019, respectively, that are not accounted for under ASC 606, Revenue from Contracts with Customers. These amounts include guarantee fees.

106

6. PRINCIPAL TRANSACTIONS

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

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

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

The following table presents Principal transactions

revenue:



	Three Months Ended March 31,
In millions of dollars	2020		2019
Interest rate risks⁽¹⁾	$	1,977	$	1,718
Foreign exchange risks⁽²⁾	995		473
Equity risks⁽³⁾	819		456
Commodity and other risks⁽⁴⁾	327		119
Credit products and risks⁽⁵⁾	1,143		38
Total	$	5,261	$	2,804

(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.

107

7. INCENTIVE PLANS

For additional information on Citi’s incentive plans, see Note 7 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K.

8. RETIREMENT BENEFITS

For additional information on Citi’s retirement benefits, see Note 8 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K.

Net (Benefit) Expense

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



	Three Months Ended March 31,
	Pension plans												Postretirement benefit plans
	U.S. plans						Non-U.S. plans						U.S. plans						Non-U.S. plans
In millions of dollars	2020			2019			2020			2019			2020			2019			2020			2019
Benefits earned during the period	$	—		$	—		$	37		$	36		$	—		$	—		$	2		$	2
Interest cost on benefit obligation	106			130			64			75			5			7			24			26
Expected return on plan assets	(208		)	(203		)	(65		)	(68		)	(5		)	(5		)	(20		)	(21		)
Amortization of unrecognized:
Prior service cost (benefit)	1			1			(1		)	(1		)	—			—			(2		)	(2		)
Net actuarial loss	56			44			17			15			—			—			5			5
Total net (benefit) expense	$	(45	)	$	(28	)	$	52		$	57		$	—		$	2		$	9		$	10

108

Funded Status and Accumulated Other Comprehensive Income (AOCI)

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

Significant Plans:



	Three Months Ended March 31, 2020
	Pension plans						Postretirement benefit plans
In millions of dollars	U.S. plans			Non-U.S. plans			U.S. plans			Non-U.S. plans
Change in projected benefit obligation
Projected benefit obligation at beginning of year	$	13,453		$	8,105		$	692		$	1,384
Plans measured annually	(26		)	(2,068		)	—			(323		)
Projected benefit obligation at beginning of year—Significant Plans	$	13,427		$	6,037		$	692		$	1,061
Benefits earned during the period				21			—			1
Interest cost on benefit obligation	106			55			5			21
Actuarial loss (gain)	65			(419		)	(13		)	(63		)
Benefits paid, net of participants’ contributions and government subsidy	(249		)	(69		)	(5		)	(12		)
Foreign exchange impact and other	—			(522		)	—			(202		)
Projected benefit obligation at period end—Significant Plans	$	13,349		$	5,103		$	679		$	806
Change in plan assets
Plan assets at fair value at beginning of year	$	12,717		$	7,556		$	345		$	1,127
Plans measured annually	—			(1,349		)	—			(9		)
Plan assets at fair value at beginning of year—Significant Plans	$	12,717		$	6,207		$	345		$	1,118
Actual return on plan assets	(628		)	(156		)	(11		)	(45		)
Company contributions, net of reimbursements	13			16			(8		)	—
Benefits paid, net of participants’ contributions and government subsidy	(249		)	(69		)	(5		)	(12		)
Foreign exchange impact and other	—			(511		)	—			(213		)
Plan assets at fair value at period end—Significant Plans	$	11,853		$	5,487		$	321		$	848
Funded status of the Significant Plans
Qualified plans⁽¹⁾	$	(818	)	$	384		$	(358	)	$	42
Nonqualified plans	(678		)	—			—			—
Funded status of the plans at period end—Significant Plans	$	(1,496	)	$	384		$	(358	)	$	42
Net amount recognized at period end
Benefit asset	$	—		$	1,001		$	—		$	42
Benefit liability	(1,496		)	(617		)	(358		)	—
Net amount recognized on the balance sheet—Significant Plans	$	(1,496	)	$	384		$	(358	)	$	42
Amounts recognized in AOCI at period end
Prior service benefit	$	—		$	8		$	—		$	54
Net actuarial (loss) gain	(7,932		)	(780		)	22			(289		)
Net amount recognized in equity (pretax)—Significant Plans	$	(7,932	)	$	(772	)	$	22		$	(235	)
Accumulated benefit obligation at period end—Significant Plans	$	13,344		$	4,827		$	679		$	806


(1)	The U.S. qualified pension plan is fully funded pursuant to the Employee Retirement Income Security Act of 1974, as amended (ERISA), funding rules as of January 1, 2020 and no minimum required funding is expected for 2020.

109

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



In millions of dollars	Three Months Ended March 31, 2020			For Year Ended December 31, 2019
Beginning of period balance, net of tax⁽¹⁾⁽²⁾	$	(6,809	)	$	(6,257	)
Actuarial assumptions changes and plan experience	430			(2,300		)
Net asset gain (loss) due to difference between actual and expected returns	(1,128		)	1,427
Net amortization	76			274
Prior service cost	—			(7		)
Curtailment/settlement gain⁽³⁾	—			1
Foreign exchange impact and other	204			(66		)
Change in deferred taxes, net	132			119
Change, net of tax	$	(286	)	$	(552	)
End of period balance, net of tax⁽¹⁾⁽²⁾	$	(7,095	)	$	(6,809	)


(1)	See Note 17 to the Consolidated Financial Statements for further discussion of net AOCI balance.


(2)	Includes net-of-tax amounts for certain profit-sharing plans outside the U.S.


(3)	Curtailment and settlement relate to repositioning and divestiture activities.

Plan Assumptions

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



Net (benefit) expense assumed discount rates during the period	Three Months Ended
	Mar. 31, 2020		Dec. 31, 2019
U.S. plans
Qualified pension	3.25	%	3.10	%
Nonqualified pension	3.25		3.10
Postretirement	3.15		3.00
Non-U.S. plans
Pension ⁽¹⁾	0.20-8.95		-0.05-9.00
Weighted average	4.21		4.05
Postretirement	9.10		9.20


(1)	Due to substantial downward movement in yields, there were negative discount rates for plans with relatively short duration in major markets such as Switzerland.

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



Plan obligations assumed discount rates at period ended	Mar. 31, 2020		Dec. 31, 2019		Mar. 31, 2019
U.S. plans
Qualified pension	3.20	%	3.25	%	3.85	%
Nonqualified pension	3.25		3.25		3.90
Postretirement	3.20		3.15		3.80
Non-U.S. plans
Pension	0.45-9.45		0.20-8.95		0.45-10.30
Weighted average	4.38		4.21		4.74
Postretirement	9.75		9.10		10.30

Sensitivities of Certain Key Assumptions

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



	Three Months Ended March 31, 2020
In millions of dollars	One-percentage-point increase			One-percentage-point decrease
Pension
U.S. plans	$	7		$	(12	)
Non-U.S. plans	(2		)	5
Postretirement
U.S. plans	1			(1		)
Non-U.S. plans	(2		)	2

110

Contributions

For the U.S. pension plans, there were no required minimum cash contributions during the first three months of 2020. The Company made discretionary contributions of $425 million and $220 million to the U.S. qualified defined benefit plan and Mexico—Banco Nacional Healthcare Postretirement Plan, respectively, during the second quarter of 2019.

The following table summarizes the Company’s actual contributions for the three months ended March 31, 2020 and 2019, as well as expected Company contributions for the remainder of 2020 and the actual contributions made in 2019:



	Pension plans								Postretirement plans
	U.S. plans⁽¹⁾				Non-U.S. plans				U.S. plans				Non-U.S. plans
In millions of dollars	2020		2019		2020		2019		2020		2019		2020		2019
Company contributions⁽²⁾ for the three months ended March 31	$	14	$	14	$	37	$	34	$	—	$	—	$	2	$	3
Company contributions made during the remainder of the year	—		467		—		116		—		4		—		222
Company contributions expected to be made during the remainder of the year	43		—		116		—		—		—		6		—


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


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

Defined Contribution Plans

The following table summarizes the Company’s contributions

for the defined contribution plans:

Post Employment Plans

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



	Three Months Ended March 31,
In millions of dollars	2020		2019
Service-related expense
Amortization of unrecognized:
Net actuarial loss	—		1
Total service-related expense	$	—	$	1
Non-service-related expense	$	5	$	4
Total net expense	$	5	$	5

111

9. EARNINGS PER SHARE

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



	Three Months Ended March 31,
In millions of dollars, except per share amounts	2020			2019
Earnings per common share
Income from continuing operations before attribution of noncontrolling interests	$	2,534		$	4,737
Less: Noncontrolling interests from continuing operations	(6		)	25
Net income from continuing operations (for EPS purposes)	$	2,540		$	4,712
Loss from discontinued operations, net of taxes	(18		)	(2		)
Citigroup’s net income	$	2,522		$	4,710
Less: Preferred dividends⁽¹⁾	291			262
Net income available to common shareholders	$	2,231		$	4,448
Less: Dividends and undistributed earnings allocated to employee restricted and deferred shares with rights to dividends, applicable to basic EPS	21			59
Net income allocated to common shareholders for basic EPS	$	2,210		$	4,389
Weighted-average common shares outstanding applicable to basic EPS (in millions)	2,097.9			2,340.4
Basic earnings per share⁽²⁾
Income from continuing operations	$	1.06		$	1.88
Discontinued operations	(0.01		)	—
Net income per share—basic	$	1.05		$	1.88
Diluted earnings per share
Net income allocated to common shareholders for basic EPS	$	2,210		$	4,389
Add back: Dividends allocated to employee restricted and deferred shares with rights to dividends that are forfeitable	7			—
Net income allocated to common shareholders for diluted EPS	$	2,217		$	4,389
Weighted-average common shares outstanding applicable to basic EPS (in millions)	2,097.9			2,340.4
Effect of dilutive securities
Options⁽³⁾	0.1			0.1
Other employee plans	15.7			1.9
Adjusted weighted-average common shares outstanding applicable to diluted EPS (in millions)⁽⁴⁾	2,113.7			2,342.4
Diluted earnings per share⁽²⁾
Income from continuing operations	$	1.06		$	1.87
Discontinued operations	(0.01		)	—
Net income per share—diluted	$	1.05		$	1.87

(1)

On April 21, 2020, Citi declared preferred dividends of approximately $253 million for the second quarter of 2020. As of May 4, 2020, Citi estimates it will distribute preferred dividends of approximately $284 million and $253 million in the third and fourth quarters of 2020, respectively, subject to such dividends being declared by the Citi Board of Directors. During the first quarter of 2020, in March, Citi redeemed all of its 1.5 million Series O preferred shares for $1.5 billion; in January, Citi also issued 1.5 million of Series V preferred shares for $1.5 billion.


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


(3)	During the first quarter of 2020 and 2019, no significant options to purchase shares of common stock were outstanding.


(4)	Due to rounding, weighted-average common shares outstanding applicable to basic EPS and the effect of dilutive securities may not sum to weighted-average common shares outstanding applicable to diluted EPS.

112

10. SECURITIES BORROWED, LOANED AND SUBJECT TO REPURCHASE AGREEMENTS

For additional information on the Company’s resale and repurchase agreements and securities borrowing and lending agreements, see Note 11 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K.

Securities borrowed and purchased under agreements to resell, at their respective carrying values, consisted of the following:



In millions of dollars	March 31, 2020		December 31, 2019
Securities purchased under agreements to resell	$	178,930	$	169,874
Deposits paid for securities borrowed	83,606		81,448
Total⁽¹⁾	$	262,536	$	251,322

Securities loaned and sold under agreements to repurchase, at their respective carrying values, consisted of the following:



In millions of dollars	March 31, 2020		December 31, 2019
Securities sold under agreements to repurchase	$	213,525	$	155,164
Deposits received for securities loaned	8,799		11,175
Total⁽¹⁾	$	222,324	$	166,339

(1)

The above tables do not include securities-for-securities lending transactions of $9.2 billion and $6.3 billion at March 31, 2020 and December 31, 2019, respectively, where the Company acts as lender and receives securities that can be sold or pledged as collateral. In these transactions, the Company recognizes the securities received at fair value within Other assets and the obligation to return those securities as a liability within Brokerage payables.

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

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

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

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

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



	As of March 31, 2020
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	$	304,427	$	125,497	$	178,930	$	142,194	$	36,736
Deposits paid for securities borrowed	87,669		4,063		83,606		27,015		56,591
Total	$	392,096	$	129,560	$	262,536	$	169,209	$	93,327

113



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	$	339,022	$	125,497	$	213,525	$	125,995	$	87,530
Deposits received for securities loaned	12,862		4,063		8,799		3,109		5,690
Total	$	351,884	$	129,560	$	222,324	$	129,104	$	93,220



	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


(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.

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



	As of March 31, 2020
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	$	173,961	$	66,488	$	54,421	$	44,153	$	339,022
Deposits received for securities loaned	9,189		529		1,712		1,432		12,862
Total	$	183,150	$	67,017	$	56,133	$	45,585	$	351,884



	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

114

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



	As of March 31, 2020
In millions of dollars	Repurchase agreements		Securities lending agreements		Total
U.S. Treasury and federal agency securities	$	142,676	$	1	$	142,677
State and municipal securities	3,280		1		3,281
Foreign government securities	110,459		280		110,739
Corporate bonds	18,177		327		18,504
Equity securities	8,034		12,135		20,169
Mortgage-backed securities	38,102		—		38,102
Asset-backed securities	4,792		—		4,792
Other	13,502		118		13,620
Total	$	339,022	$	12,862	$	351,884



	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

115

11. BROKERAGE RECEIVABLES AND BROKERAGE PAYABLES

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

For additional information on these receivables and payables, see Note 12 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K.

Brokerage receivables and Brokerage payables consisted of the following:



In millions of dollars	March 31, 2020		December 31, 2019
Receivables from customers	$	22,390	$	15,912
Receivables from brokers, dealers and clearing organizations	46,165		23,945
Total brokerage receivables⁽¹⁾	$	68,555	$	39,857
Payables to customers	$	51,506	$	37,613
Payables to brokers, dealers and clearing organizations	22,862		10,988
Total brokerage payables⁽¹⁾	$	74,368	$	48,601


(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.

116

12. INVESTMENTS

For additional information regarding Citi’s investment portfolios, including evaluating investments for impairment, see Note 13 to the Consolidated Financial Statements

in Citi’s 2019 Annual Report on Form 10-K.

The following table presents Citi’s investments by category:



In millions of dollars	March 31, 2020		December 31, 2019
In millions of dollars	March 31, 2020		December 31, 2019
Debt securities available-for-sale (AFS)	$	308,219	$	280,265
Debt securities held-to-maturity (HTM)⁽¹⁾	82,315		80,775
Marketable equity securities carried at fair value⁽²⁾	682		458
Non-marketable equity securities carried at fair value⁽²⁾	532		704
Non-marketable equity securities measured using the measurement alternative⁽³⁾	741		700
Non-marketable equity securities carried at cost⁽⁴⁾	6,394		5,661
Total investments	$	398,883	$	368,563


(1)	Carried at adjusted amortized cost basis, net of any allowance for credit losses.


(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. See ”Recognition and Measurement of Impairment” below.


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

The following table presents interest and dividend income on investments:



	Three Months Ended March 31,
In millions of dollars	2020		2019
Taxable interest	$	2,179	$	2,372
Interest exempt from U.S. federal income tax	76		127
Dividend income	26		49
Total interest and dividend income	$	2,281	$	2,548

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



	Three Months Ended March 31,
In millions of dollars	2020			2019
Gross realized investment gains	$	464		$	168
Gross realized investment losses	(32		)	(38		)
Net realized gains on sale of investments	$	432		$	130

117

Debt Securities Available-for-Sale

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



	March 31, 2020								December 31, 2019
In millions of dollars	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value		Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
Debt securities AFS
Mortgage-backed securities⁽¹⁾
U.S. government-sponsored agency guaranteed	$	42,559	$	1,271	$	277	$	43,553	$	34,963	$	547	$	280	$	35,230
Non-U.S. residential	752		3		3		752		789		3		—		792
Commercial	69		—		1		68		75		—		—		75
Total mortgage-backed securities	$	43,380	$	1,274	$	281	$	44,373	$	35,827	$	550	$	280	$	36,097
U.S. Treasury and federal agency securities
U.S. Treasury	$	118,298	$	2,863	$	2	$	121,159	$	106,429	$	50	$	380	$	106,099
Agency obligations	4,080		30		7		4,103		5,336		3		20		5,319
Total U.S. Treasury and federal agency securities	$	122,378	$	2,893	$	9	$	125,262	$	111,765	$	53	$	400	$	111,418
State and municipal	$	5,677	$	224	$	436	$	5,465	$	5,024	$	43	$	89	$	4,978
Foreign government	116,703		983		319		117,367		110,958		586		241		111,303
Corporate	11,243		116		162		11,197		11,266		52		101		11,217
Asset-backed securities⁽¹⁾	479		1		14		466		524		—		2		522
Other debt securities	4,086		3		—		4,089		4,729		1		—		4,730
Allowance for AFS securities at the end of the period	$	—	$	—	$	—	$	—
Total debt securities AFS	$	303,946	$	5,494	$	1,221	$	308,219	$	280,093	$	1,285	$	1,113	$	280,265

(1)

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

118

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



	Less than 12 months				12 months or longer				Total
In millions of dollars	Fair value		Gross unrealized losses		Fair value		Gross unrealized losses		Fair value		Gross unrealized losses
March 31, 2020
Debt securities AFS
Mortgage-backed securities
U.S. government-sponsored agency guaranteed	$	7,937	$	225	$	858	$	52	$	8,795	$	277
Non-U.S. residential	360		3		—		—		360		3
Commercial	38		—		8		1		46		1
Total mortgage-backed securities	$	8,335	$	228	$	866	$	53	$	9,201	$	281
U.S. Treasury and federal agency securities
U.S. Treasury	$	3,062	$	2	$	—	$	—	$	3,062	$	2
Agency obligations	—		—		249		7		249		7
Total U.S. Treasury and federal agency securities	$	3,062	$	2	$	249	$	7	$	3,311	$	9
State and municipal	$	968	$	415	$	236	$	21	$	1,204	$	436
Foreign government	26,966		235		2,963		84		29,929		319
Corporate	2,540		155		61		7		2,601		162
Asset-backed securities	136		6		148		8		284		14
Other debt securities	118		—		—		—		118		—
Total debt securities AFS	$	42,125	$	1,041	$	4,523	$	180	$	46,648	$	1,221
December 31, 2019
Debt securities AFS
Mortgage-backed securities
U.S. government-sponsored 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

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



	March 31, 2020				December 31, 2019
In millions of dollars	Amortized cost		Fair value		Amortized cost		Fair value
Mortgage-backed securities⁽¹⁾
Due within 1 year	$	629	$	640	$	20	$	20
After 1 but within 5 years	584		585		573		574
After 5 but within 10 years	1,009		1,067		594		626
After 10 years⁽²⁾	41,158		42,081		34,640		34,877
Total	$	43,380	$	44,373	$	35,827	$	36,097
U.S. Treasury and federal agency securities
Due within 1 year	$	27,233	$	27,403	$	40,757	$	40,688
After 1 but within 5 years	88,605		91,130		70,128		69,850
After 5 but within 10 years	6,515		6,697		854		851
After 10 years⁽²⁾	25		32		26		29
Total	$	122,378	$	125,262	$	111,765	$	111,418
State and municipal
Due within 1 year	$	937	$	937	$	932	$	932
After 1 but within 5 years	601		608		714		723
After 5 but within 10 years	291		312		195		215
After 10 years⁽²⁾	3,848		3,608		3,183		3,108
Total	$	5,677	$	5,465	$	5,024	$	4,978
Foreign government
Due within 1 year	$	46,369	$	46,491	$	42,611	$	42,666
After 1 but within 5 years	59,050		59,561		58,820		59,071
After 5 but within 10 years	9,481		9,505		8,192		8,198
After 10 years⁽²⁾	1,803		1,810		1,335		1,368
Total	$	116,703	$	117,367	$	110,958	$	111,303
All other⁽³⁾
Due within 1 year	$	5,836	$	5,846	$	7,306	$	7,311
After 1 but within 5 years	8,894		8,908		8,279		8,275
After 5 but within 10 years	921		891		818		797
After 10 years⁽²⁾	157		107		116		86
Total	$	15,808	$	15,752	$	16,519	$	16,469
Total debt securities AFS	$	303,946	$	308,219	$	280,093	$	280,265


(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.

There were no purchased credit-deteriorated AFS debt securities held by the Company as of March 31, 2020.

120

Debt Securities Held-to-Maturity

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



In millions of dollars	Amortized cost			Gross unrealized gains		Gross unrealized losses		Fair value
March 31, 2020
Debt securities HTM
Mortgage-backed securities⁽¹⁾
U.S. government-sponsored agency guaranteed	$	48,270		$	2,010	$	16	$	50,264
Non-U.S. residential	1,112			—		12		1,100
Commercial	654			1		—		655
Total mortgage-backed securities	$	50,036		$	2,011	$	28	$	52,019
State and municipal	$	9,269		$	516	$	25	$	9,760
Foreign government	1,553			40		—		1,593
Asset-backed securities⁽¹⁾	21,533			4		1,251		20,286
Allowance for HTM securities at the end of the period	$	(76	)	$	—	$	—	$	(76	)
Total debt securities HTM, net	$	82,315		$	2,571	$	1,304	$	83,582
December 31, 2019
Debt securities HTM
Mortgage-backed securities⁽¹⁾
U.S. government-sponsored 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	$	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

(1)

The table below shows the fair value of debt securities HTM that have been in an unrecognized loss position at December 31, 2019:



	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 held-to-maturity
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 held-to-maturity	$	13,566	$	23	$	3,006	$	86	$	16,572	$	109

Note: Excluded from the gross unrecognized losses presented in the table above is $(582) million of net unrealized losses recorded in AOCI as of December 31, 2019, respectively, primarily related to the difference between the amortized cost and carrying value of HTM debt securities that were reclassified from AFS. Substantially all of these net unrecognized losses relate to securities that have been in a loss position for 12 months or longer at December 31, 2019.

121

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



	March 31, 2020				December 31, 2019
In millions of dollars	Amortized cost		Fair value		Amortized cost		Fair value
Mortgage-backed securities
Due within 1 year	$	14	$	14	$	17	$	17
After 1 but within 5 years	474		486		458		463
After 5 but within 10 years	1,604		1,757		1,662		1,729
After 10 years⁽¹⁾	47,944		49,762		46,121		47,081
Total	$	50,036	$	52,019	$	48,258	$	49,290
State and municipal
Due within 1 year	$	52	$	50	$	2	$	26
After 1 but within 5 years	89		90		123		160
After 5 but within 10 years	577		604		597		590
After 10 years⁽¹⁾	8,551		9,016		8,382		8,755
Total	$	9,269	$	9,760	$	9,104	$	9,531
Foreign government
Due within 1 year	$	521	$	522	$	650	$	652
After 1 but within 5 years	1,032		1,071		1,284		1,318
After 5 but within 10 years	—		—		—		—
After 10 years⁽¹⁾	—		—		—		—
Total	$	1,553	$	1,593	$	1,934	$	1,970
All other⁽²⁾
Due within 1 year	$	—	$	—	$	—	$	—
After 1 but within 5 years	—		—		—		—
After 5 but within 10 years	7,092		6,753		8,545		8,543
After 10 years⁽¹⁾	14,441		13,457		12,934		12,889
Total	$	21,533	$	20,210	$	21,479	$	21,432
Total debt securities HTM	$	82,391	$	83,582	$	80,775	$	82,223


(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.

HTM Debt Securities Delinquency and Non-Accrual Details

Citi did not have any HTM securities that were delinquent or on non-accrual status at March 31, 2020.

There were no purchased credit-deteriorated HTM debt securities held by the Company as of March 31, 2020.

Evaluating Investments for Impairment

AFS Debt Securities

Overview—AFS Debt Securities

The Company conducts periodic reviews of all AFS debt securities with unrealized losses to evaluate whether the impairment resulted from expected credit losses or from other factors and to evaluate the Company’s intent to sell such securities.

An AFS debt security is impaired when the current fair value of an individual AFS debt security is less than its amortized cost basis.

The Company recognizes the entire difference between amortized cost basis and fair value in earnings for impaired AFS debt securities that Citi has an intent to sell or for which Citi believes it will more-likely-than-not be required to sell prior to recovery of the amortized cost basis. However, for those AFS debt securities that the Company does not intend to sell and is not likely to be required to sell, only the credit-related impairment is recognized in earnings by recording an allowance for credit losses. Any remaining fair value decline for such securities is recorded in AOCI. The Company does not consider the length of time that the fair value of a security is below its amortized cost when determining if a credit loss exists.

For AFS debt securities, credit losses exist where Citi does not expect to receive contractual principal and interest cash flows sufficient to recover the entire amortized cost basis of a security. The allowance for credit losses is limited to the amount by which the AFS debt security’s amortized cost basis exceeds its fair value. The allowance is increased or decreased if credit conditions subsequently worsen or improve. Reversals of credit losses are recognized in earnings.

122

The Company’s review for impairment of AFS debt securities generally entails:


•	identification and evaluation of impaired investments;


•	consideration of evidential matter, including an evaluation of factors or triggers that could cause individual positions to qualify as credit impaired and those that would not support credit impairment; and


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

The sections below describe the Company’s process for identifying expected credit impairments for debt security types that have the most significant unrealized losses as of March 31, 2020.

Mortgage-Backed Securities

Citi records no allowances for credit losses on U.S. government-agency-guaranteed mortgage-backed securities, because the Company expects to incur no credit losses in the event of default due to a history of incurring no credit losses and due to the nature of the counterparties.

State and Municipal Securities

The process for estimating credit losses in Citigroup’s AFS state and municipal bonds is primarily based on a credit analysis that incorporates third-party credit ratings. Citi monitors the bond issuers and any insurers providing default protection in the form of financial guarantee insurance. The average external credit rating, ignoring any insurance, is Aa2/AA. In the event of an external rating downgrade or other indicator of credit impairment (i.e., based on instrument-specific estimates of cash flows or probability of issuer default), the subject bond is specifically reviewed for adverse changes in the amount or timing of expected contractual principal and interest payments.

For AFS state and municipal bonds with unrealized losses that Citi plans to sell, or would be more-likely-than-not required to sell, the full impairment is recognized in earnings. For AFS state and municipal bonds where Citi has no intent to sell and it is more-likely-than-not that the Company will not be required to sell, Citi records an allowance for expected credit losses for the amount it expects not to collect, capped at the difference between the bond’s amortized cost basis and fair value.

Equity Method Investments

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

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

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


•	the cause of the impairment and the financial condition and near-term prospects of the issuer, including any specific events that may influence the operations of the issuer;


•	the intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value; and


•	the length of time and extent to which fair value has been less than the carrying value.

123

Recognition and Measurement of Impairment

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



	Three Months Ended March 31, 2020						Three Months Ended March 31, 2019
In millions of dollars	AFS		Other assets		Total		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 impairment 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 more-likely-than-not be required to sell or will be subject to an issuer call deemed probable of exercise	52		—		52		3		—		—		3
Total impairment losses recognized in earnings	$	52	$	—	$	52	$	3	$	—	$	—	$	3

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



	Cumulative credit losses recognized in earnings on debt securities still held
In millions of dollars	December 31, 2019 balance		Credit impairments recognized in earnings on securities not previously impaired		Credit impairments recognized in earnings on securities that have been previously impaired		Changes due to credit-impaired securities sold, transferred or matured		March 31, 2020 balance
AFS debt securities
Mortgage-backed securities	$	1	$	—	$	—	$	—	$	1
State and municipal	4		—		—		—		4
Corporate	4		—		—		—		4
All other debt securities	1		—		—		—		1
Total credit losses recognized for AFS debt securities	$	10	$	—	$	—	$	—	$	10

124



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

Non-Marketable Equity Securities Not Carried at Fair Value

Non-marketable equity securities are required to be measured at fair value with changes in fair value recognized in earnings unless (i) the measurement alternative is elected or (ii) the investment represents Federal Reserve Bank and Federal Home Loan Bank stock or certain exchange seats that continue to be carried at cost.

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

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


•	a significant deterioration in the earnings performance, credit rating, asset quality or business prospects of the investee;


•	a significant adverse change in the regulatory, economic or technological environment of the investee;


•	a significant adverse change in the general market condition of either the geographical area or the industry in which the investee operates;


•	a bona fide offer to purchase, an offer by the investee to sell or a completed auction process for the same or similar

investment for an amount less than the carrying amount of that investment; and


•	factors that raise significant concerns about the investee’s ability to continue as a going concern, such as negative cash flows from operations, working capital deficiencies or noncompliance with statutory capital requirements or debt covenants.

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

125

Below is the carrying value of non-marketable equity securities measured using the measurement alternative at March 31, 2020 and December 31, 2019:

Below are amounts recognized in earnings and life-to-date amounts for non-marketable equity securities measured using the measurement alternative:



	Three Months Ended March 31,
In millions of dollars	2020		2019
Measurement alternative⁽¹⁾:
Impairment losses	$	3	$	5
Downward changes for observable prices	—		—
Upward changes for observable prices	25		66


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



	Life-to-date amounts on securities still held
In millions of dollars	March 31, 2020
Measurement alternative:
Impairment losses	$	19
Downward changes for observable prices	34
Upward changes for observable prices	367

A similar impairment analysis is performed for non-marketable equity securities carried at cost. For the three months ended March 31, 2020 and 2019, there was no impairment loss recognized in earnings for non-marketable equity securities carried at cost.

Investments in Alternative Investment Funds That Calculate Net Asset Value

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

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

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



	Fair value				Unfunded commitments				Redemption frequency (if currently eligible) monthly, quarterly, annually	Redemption notice period
In millions of dollars	March 31, 2020		December 31, 2019		March 31, 2020		December 31, 2019
Hedge funds	$	—	$	—	$	—	$	—	Generally quarterly	10–95 days
Private equity funds⁽¹⁾⁽²⁾	123		134		62		62		—	—
Real estate funds⁽²⁾⁽³⁾	9		10		18		18		—	—
Mutual/collective investment funds	20		26		—		—		—	—
Total	$	152	$	170	$	80	$	80	—	—


(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.

126

13. LOANS

Citigroup loans are reported in two categories: consumer and corporate. These categories are classified primarily according to the segment and subsegment that manage the loans. For additional information regarding Citi’s consumer and corporate loans, including related accounting policies, see Note 1 to the Consolidated Financial Statements and Notes 1 and 14 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K.

Consumer Loans

Consumer loans represent loans and leases managed primarily by GCB and Corporate/Other. The following table provides Citi’s consumer loans, delinquencies and non-accrual details:

Amortized Cost Basis by Consumer Loan Delinquency and Non-Accrual Status at March 31, 2020



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		Non-accrual loans for which there are no loan loss reserves		Non-accrual loans for which there are loan loss reserves		Total non-accrual		90 days past due and accruing
In North America offices⁽⁵⁾
Residential first mortgages⁽⁶⁾	$	46,227	$	390	$	230	$	413	$	47,260	$	142	$	358	$	500	$	274
Home equity loans⁽⁷⁾⁽⁸⁾	8,608		127		201		—		8,936		28		379		407		—
Credit cards	133,794		1,673		1,849		—		137,316		—		—		—		1,849
Personal, small business and other	3,631		33		11		—		3,675		—		19		19		—
Total	$	192,260	$	2,223	$	2,291	$	413	$	197,187	$	170	$	756	$	926	$	2,123
In offices outside North America⁽⁵⁾
Residential first mortgages⁽⁶⁾	$	35,033	$	218	$	149	$	—	$	35,400	$	—	$	375	$	375	$	—
Credit cards	21,073		403		325		—		21,801		—		243		243		236
Personal, small business and other	33,645		278		119		—		34,042		7		148		155		—
Total	$	89,751	$	899	$	593	$	—	$	91,243	$	7	$	766	$	773	$	236
Total Citigroup⁽⁹⁾	$	282,011	$	3,122	$	2,884	$	413	$	288,430	$	177	$	1,522	$	1,699	$	2,359


(1)	Loans less than 30 days past due are presented as current.


(2)	Includes $18 million of residential first mortgages recorded at fair value.


(3)	Excludes loans guaranteed by U.S. government-sponsored 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 90 days or more past due of $0.3 billion.


(5)	North America includes the U.S., Canada and Puerto Rico. Mexico is included in offices outside North America.


(6)	Includes approximately $0.1 billion of residential first mortgage loans in process of foreclosure.


(7)	Includes approximately $0.1 billion of home equity loans in process of foreclosure.


(8)	Fixed-rate home equity loans and loans extended under home equity lines of credit, which are typically in junior lien positions.


(9)	Consumer loans are net of unearned income of $771 million. Unearned income on consumer loans primarily represents unamortized origination fees and costs, premiums and discounts.

127

Interest Income Recognized for Non-Accrual Consumer Loans During the Quarter Ended March 31, 2020



In millions of dollars	Interest income
In North America offices⁽¹⁾
Residential first mortgages	$	3
Home equity loans	2
Credit cards	—
Personal, small business and other	—
Total	$	5
In offices outside North America⁽¹⁾
Residential first mortgages	$	—
Credit cards	—
Personal, small business and other	—
Total	$	—
Total Citigroup	$	5


(1)	North America includes the U.S., Canada and Puerto Rico. Mexico is included in offices outside North America.

Amortized Cost Basis by Consumer Loan Delinquency and Non-Accrual Status at December 31, 2019



In millions of dollars	Total current⁽¹⁾⁽²⁾		30–89 days past due⁽³⁾		≥ 90 days past due⁽³⁾		Past due government guaranteed⁽⁴⁾		Total loans⁽²⁾		Total non-accrual		90 days past due and accruing
In North America offices⁽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


(1)	Loans less than 30 days past due are presented as current.


(2)	Includes $18 million of residential first mortgages recorded at fair value.


(3)	Excludes loans guaranteed by U.S. government-sponsored 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 90 days or more past due of $0.3 billion.


(5)	North America includes the U.S., Canada and Puerto Rico. Mexico is included in offices outside North America.


(6)	Includes approximately $0.1 billion of residential first mortgage loans in process of foreclosure.


(7)	Includes approximately $0.1 billion of home equity loans in process of foreclosure.


(8)	Fixed-rate home equity loans and loans extended under home equity lines of credit, which are typically in junior lien positions.


(9)	Consumer loans are net of unearned income of $783 million. Unearned income on consumer loans primarily represents unamortized origination fees and costs, premiums and discounts.

During the three months ended March 31, 2020 and 2019, the Company sold and/or reclassified to HFS $0.0 billion and $1.9 billion, respectively, of consumer loans.

128

Consumer Credit Scores (FICO)

The following tables provide details on the Fair Isaac Corporation (FICO) scores for Citi’s U.S. consumer loan portfolio based on end-of-period receivables by year of origination. FICO scores are updated monthly for substantially all of the portfolio or, otherwise, on a quarterly basis for the remaining portfolio.



FICO score distribution in U.S. portfolio^(1)(2)(3)	March 31, 2020
In millions of dollars	Less than 680		680 to 760		Greater than 760
Residential first mortgages
2020	$	33	$	699	$	1,337
2019	229		3,054		6,166
2018	314		1,010		1,754
2017	366		1,165		2,326
2016	417		1,823		4,814
Prior	2,247		5,425		12,131
Total residential first mortgages	$	3,606	$	13,176	$	28,528
Credit cards	$	32,912	$	56,763	$	44,486
Credit cards and line-of-credit arrangements converted to term loans	—		—		—
Home equity loans (pre-reset)	342		1,189		1,622
Home equity loans (post-reset)	1,491		2,130		1,869
Total home equity loans	$	1,833	$	3,319	$	3,491
Installment and other
2020	$	28	$	53	$	48
2019	133		189		150
2018	122		173		105
2017	38		64		51
2016	20		30		20
Prior	197		360		513
Personal, small business and other	$	538	$	869	$	887
Total	$	38,889	$	74,127	$	77,392

FICO Score Distribution in U.S. Portfolio



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
Credit cards	33,290		59,536		52,935
Home equity loans	1,881		3,475		3,630
Personal, small business and other	564		907		1,473
Total	$	39,337	$	77,096	$	86,273


(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.

129

Loan to Value (LTV) Ratios

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



LTV distribution in U.S. portfolio⁽¹⁾⁽²⁾	March 31, 2020
In millions of dollars	Less than or equal to 80%		> 80% but less than or equal to 100%		Greater than 100%
Residential first mortgages
2020	$	1,706	$	363	$	—
2019	7,825		1,624		5
2018	2,310		736		39
2017	3,307		547		10
2016	6,851		208		5
Prior	19,646		179		26
Total residential first mortgages	$	41,645	$	3,657	$	85
Home equity loans (pre-reset)	$	3,034	$	86	$	13
Home equity loans (post-reset)	4,561		698		210
Total home equity loans	$	7,595	$	784	$	223
Total	$	49,240	$	4,441	$	308



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


(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.

130

Impaired Consumer Loans

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



									Three Months Ended March 31,
	Balance at March 31, 2020								2020		2019
In millions of dollars	Recorded investment⁽¹⁾⁽²⁾		Unpaid principal balance		Related specific allowance⁽³⁾		Average carrying value⁽⁴⁾		Interest income recognized⁽⁵⁾		Interest income recognized⁽⁵⁾
Mortgage and real estate
Residential first mortgages	$	1,584	$	1,775	$	111	$	1,799	$	14	$	17
Home equity loans	572		800		21		612		3		2
Credit cards	1,913		1,928		823		1,903		26		26
Installment and other
Personal, small business and other	410		442		129		599		15		8
Total	$	4,479	$	4,945	$	1,084	$	4,913	$	58	$	53


(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)	$220 million of residential first mortgages and $176 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.



	Balance at December 31, 2019
In millions of dollars	Recorded investment⁽¹⁾⁽²⁾		Unpaid principal balance		Related specific allowance⁽³⁾		Average carrying value⁽⁴⁾
Mortgage and real estate
Residential first mortgages	$	1,666	$	1,838	$	161	$	1,925
Home equity loans	592		824		123		637
Credit cards	1,931		2,288		771		1,890
Installment and other
Personal, small business and other	419		455		135		683
Total	$	4,608	$	5,405	$	1,190	$	5,135


(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)	$405 million of residential first mortgages and $212 million of home equity loans do not have a specific allowance.


(3)	Included in the Allowance for credit losses on loans.


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

131

Consumer Troubled Debt Restructurings



	For the Three Months Ended March 31, 2020
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	277	$	44	$	—	$	—	$	—	—	%
Home equity loans	82	8		—		—		—		2
Credit cards	67,282	305		—		—		—		17
Personal, small business and other	433	4		—		—		—		6
Total⁽⁶⁾	68,074	$	361	$	—	$	—	$	—
International
Residential first mortgages	536	$	14	$	—	$	—	$	—	5	%
Credit cards	19,315	73		—		—		3		16
Personal, small business and other	7,654	52		—		—		2		11
Total⁽⁶⁾	27,505	$	139	$	—	$	—	$	5

Consumer Troubled Debt Restructurings



	For the Three Months Ended March 31, 2019
In millions of dollars, except number of loans modified	Number of loans modified	Post- modification recorded investment⁽¹⁾⁽⁷⁾		Deferred principal⁽³⁾		Contingent principal forgiveness⁽⁴⁾		Principal forgiveness⁽⁵⁾		Average interest rate reduction
North America
Residential first mortgages	493	$	74	$	—	$	—	$	—	—	%
Home equity loans	206	21		1		—		—		2
Credit cards	72,247	305		—		—		—		18
Personal, small business and other	356	3		—		—		—		5
Total⁽⁶⁾	73,302	$	403	$	1	$	—	$	—
International
Residential first mortgages	725	$	20	$	—	$	—	$	—	—	%
Credit cards	18,493	75		—		—		3		16
Personal, small business and other	7,644	51		—		—		2		9
Total⁽⁶⁾	26,862	$	146	$	—	$	—	$	5


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

(2)

Post-modification balances in North America include $4 million of residential first mortgages and $1 million of home equity loans to borrowers who have gone through Chapter 7 bankruptcy in the three months ended March 31, 2020. These amounts include $3 million of residential first mortgages and $1 million of home equity loans that were newly classified as TDRs in the three months ended March 31, 2020, 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 as of the end of the reporting period.

(7)

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

132

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



	Three Months Ended March 31,
In millions of dollars	2020		2019
North America
Residential first mortgages	$	14	$	23
Home equity loans	2		3
Credit cards	90		70
Personal, small business and other	1		1
Total	$	107	$	97
International
Residential first mortgages	$	6	$	3
Credit cards	33		38
Personal, small business and other	17		18
Total	$	56	$	59

Purchased Credit Deteriorated Assets



	Three Months Ended March 31, 2020
In millions of dollars	Credit cards		Mortgages⁽¹⁾		Installment and other
Purchase price	$	4	$	9	$	—
Allowance for credit losses at acquisition date	4		—		—
Discount or premium attributable to non-credit factors	—		—		—
Par value (amortized cost basis)	$	8	$	9	$	—


(1)	Includes loans sold to agencies that were bought back at par due to repurchase agreements.

133

Corporate Loans

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



In millions of dollars	March 31, 2020		December 31, 2019
In North America offices⁽¹⁾
Commercial and industrial	$	81,231	$	55,929
Financial institutions	60,653		53,922
Mortgage and real estate⁽²⁾	55,428		53,371
Installment and other	30,591		31,238
Lease financing	988		1,290
Total	$	228,891	$	195,750
In offices outside North America⁽¹⁾
Commercial and industrial	$	121,703	$	112,668
Financial institutions	37,003		40,211
Mortgage and real estate⁽²⁾	9,639		9,780
Installment and other	31,728		27,303
Lease financing	72		95
Governments and official institutions	3,554		4,128
Total	$	203,699	$	194,185
Corporate loans, net of unearned income⁽³⁾	$	432,590	$	389,935


(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 ($791) million and ($814) million at March 31, 2020 and December 31, 2019, respectively. Unearned income on corporate loans primarily represents interest received in advance, but not yet earned, on loans originated on a discounted basis.

The Company sold and/or reclassified to held-for-sale $0.2 billion and $0.5 billion of corporate loans during the three months ended March 31, 2020 and 2019, respectively. The Company did not have significant purchases of corporate loans classified as held-for-investment for the three months ended March 31, 2020 or 2019.

134

Corporate Loan Delinquencies and Non-Accrual Details at March 31, 2020



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	$	1,166	$	163	$	1,329	$	1,814	$	197,154	$	200,297
Financial institutions	1,178		51		1,229		29		94,748		96,006
Mortgage and real estate	591		24		615		204		64,398		65,217
Lease financing	28		8		36		41		983		1,060
Other	167		20		187		396		65,446		66,029
Loans at fair value											3,981
Total	$	3,130	$	266	$	3,396	$	2,484	$	422,729	$	432,590

Corporate Loan Delinquencies and Non-Accrual Details at December 31, 2019



In millions of dollars	30–89 days past due and accruing⁽¹⁾		≥ 90 days past due and accruing⁽¹⁾		Total past due and accruing		Total non-accrual⁽²⁾		Total current⁽³⁾		Total loans⁽⁴⁾
Commercial and industrial	$	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


(1)	Corporate loans that are 90 days past due are generally classified as non-accrual. Corporate loans are considered past due when principal or interest is contractually due but unpaid.


(2)	Non-accrual loans generally include those loans that are 90 days or more past due or those loans for which Citi believes, based on actual experience and a forward-looking assessment of the collectability of the loan in full, that the payment of interest and/or principal is doubtful.


(3)	Loans less than 30 days past due are presented as current.


(4)	Total loans include loans at fair value, which are not included in the various delinquency columns.

135

Corporate Loans Credit Quality Indicators



	Recorded investment in loans⁽¹⁾
	Term loans by year of origination												Revolving line of credit arrangements⁽²⁾		Totals as of
In millions of dollars	2020		2019		2018		2017		2016		Prior				March 31, 2020		December 31, 2019
Investment grade⁽³⁾
Commercial and industrial⁽⁴⁾	$	31,204	$	14,056	$	8,343	$	6,340	$	2,838	$	11,737	$	51,963	$	126,481	$	110,797
Financial institutions⁽⁴⁾	14,705		7,338		4,327		1,897		1,777		6,563		47,013		83,620		80,533
Mortgage and real estate	2,717		7,406		6,391		3,904		1,809		3,164		1,668		27,059		27,571
Other⁽⁵⁾	8,587		5,600		5,347		1,449		782		7,626		29,708		59,099		58,155
Total investment grade	$	57,213	$	34,400	$	24,408	$	13,590	$	7,206	$	29,090	$	130,352	$	296,259	$	277,056
Non-investment grade⁽³⁾
Accrual
Commercial and industrial⁽⁴⁾	$	14,634	$	9,193	$	5,929	$	3,488	$	1,400	$	6,277	$	30,827	$	71,748	$	54,220
Financial institutions⁽⁴⁾	4,233		3,494		580		213		67		1,305		2,466		12,358		11,269
Mortgage and real estate	258		813		1,405		845		375		490		1,292		5,478		3,811
Other⁽⁵⁾	1,130		1,181		771		165		175		1,199		2,933		7,554		5,734
Non-accrual
Commercial and industrial⁽⁴⁾	11		81		68		155		79		431		989		1,814		1,828
Financial institutions	—		—		4		—		—		24		1		29		50
Mortgage and real estate	2		—		2		9		5		68		118		204		188
Other⁽⁵⁾	—		—		2		36		—		59		340		437		122
Total non-investment grade	$	20,268	$	14,762	$	8,761	$	4,911	$	2,101	$	9,853	$	38,966	$	99,622	$	77,222
Non-rated private bank loans managed on a delinquency basis⁽³⁾⁽⁶⁾	$	2,032	$	7,782	$	3,971	$	4,200	$	4,831	$	9,912	$	—	$	32,728	$	31,590
Loans at fair value⁽⁷⁾															3,981		4,067
Corporate loans, net of unearned income	$	79,513	$	56,944	$	37,140	$	22,701	$	14,138	$	48,855	$	169,318	$	432,590	$	389,935


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


(2)	There were no revolving line of credit arrangements that converted to term loans during the quarter.


(3)	Held-for-investment loans are accounted for on an amortized cost basis.


(4)	Includes certain short-term loans with less than one year in tenor.


(5)	Other includes installment and other, lease financing and loans to government and official institutions.


(6)	Non-rated private bank loans mainly include mortgage and real estate loans to private banking clients.


(7)	Loans at fair value include loans to commercial and industrial, financial institutions, mortgage and real estate and other.

136

Non-Accrual Corporate Loans

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



	March 31, 2020								Three Months Ended March 31, 2020		Three Months Ended March 31, 2019
In millions of dollars	Recorded investment⁽¹⁾		Unpaid principal balance		Related specific allowance		Average carrying value⁽²⁾		Interest income recognized		Interest income recognized
Non-accrual corporate loans
Commercial and industrial	$	1,814	$	2,374	$	263	$	1,629	$	2	$	14
Financial institutions	29		113		—		38		—		—
Mortgage and real estate	204		401		10		192		—		—
Lease financing	41		41		—		21		—		—
Other	396		462		10		168		13		—
Total non-accrual corporate loans	$	2,484	$	3,391	$	283	$	2,048	$	15	$	14



	December 31, 2019
In millions of dollars	Recorded investment⁽¹⁾		Unpaid principal balance		Related specific allowance		Average carrying value⁽²⁾
Non-accrual corporate loans
Commercial and industrial	$	1,828	$	1,942	$	283	$	1,449
Financial institutions	50		120		2		63
Mortgage and real estate	188		362		10		192
Lease financing	41		41		—		8
Other	81		202		4		76
Total non-accrual corporate loans	$	2,188	$	2,667	$	299	$	1,788



	March 31, 2020				December 31, 2019
In millions of dollars	Recorded investment⁽¹⁾		Related specific allowance		Recorded investment⁽¹⁾		Related specific allowance
Non-accrual corporate loans with specific allowances
Commercial and industrial	$	1,060	$	263	$	714	$	283
Financial institutions	—		—		40		2
Mortgage and real estate	45		10		48		10
Lease financing	—		—		—		—
Other	14		10		7		4
Total non-accrual corporate loans with specific allowance	$	1,119	$	283	$	809	$	299
Non-accrual corporate loans without specific allowance
Commercial and industrial	$	754			$	1,114
Financial institutions	29				10
Mortgage and real estate	159				140
Lease financing	41				41
Other	382				74
Total non-accrual corporate loans without specific allowance	$	1,365	N/A		$	1,379	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.

N/A Not applicable

137

Corporate Troubled Debt Restructurings

For the three months ended March 31, 2020:



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	$	94	$	—	$	—	$	94
Mortgage and real estate	4		—		—		4
Total	$	98	$	—	$	—	$	98

For the three months ended March 31, 2019:



In millions of dollars	Carrying value of TDRs modified during the period		TDRs involving changes in the amount and/or timing of principal payments⁽¹⁾		TDRs involving changes in the amount and/or timing of interest payments⁽²⁾		TDRs involving changes in the amount and/or timing of both principal and interest payments
Commercial and industrial	$	93	$	—	$	—	$	93
Mortgage and real estate	4		—		—		4
Total	$	97	$	—	$	—	$	97

(1)

TDRs involving changes in the amount or timing of principal payments may involve principal forgiveness or deferral of periodic and/or final principal payments. Because forgiveness of principal is rare for corporate loans, modifications typically have little to no impact on the loans’ projected cash flows and thus little to no impact on the allowance established for the loans. Charge-offs for amounts deemed uncollectable may be recorded at the time of the restructuring or may have already been recorded in prior periods such that no charge-off is required at the time of the modification.


(2)	TDRs involving changes in the amount or timing of interest payments may involve a below-market interest rate.

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



In millions of dollars	TDR balances at March 31, 2020		TDR loans in payment default during the three months ended March 31, 2020		TDR balances at March 31, 2019		TDR loans in payment default during the three months ended March 31, 2019
Commercial and industrial	$	685	$	—	$	636	$	—
Financial institutions	—		—		13		—
Mortgage and real estate	77		—		112		—
Other	15		—		4		—
Total⁽¹⁾	$	777	$	—	$	765	$	—


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

138

14. ALLOWANCE FOR CREDIT LOSSES



	Three Months Ended March 31,
In millions of dollars	2020			2019
Allowance for credit losses on loans (ACLL) at beginning of period	$	12,783		$	12,315
Adjustment to opening balance for CECL adoption⁽¹⁾	4,201			—
Adjusted ACLL at beginning of period	$	16,984		$	12,315
Gross credit losses on loans	$	(2,479	)	$	(2,345	)
Gross recoveries on loans⁽²⁾	371			397
Net credit losses on loans (NCLs)	$	(2,108	)	$	(1,948	)
NCLs	$	2,108		$	1,948
Net reserve builds (releases) for loans	4,112			67
Net specific reserve builds (releases) for loans	224			(71		)
Total provision for credit losses on loans (PCLL)	$	6,444		$	1,944
Initial allowance for credit losses on newly purchased credit deteriorated assets during the period	4			—
Other, net (see table below)	(483		)	18
ACLL at end of period	$	20,841		$	12,329
Allowance for credit losses on unfunded lending commitments (ACLUC) at beginning of period⁽³⁾	$	1,456		$	1,367
Adjustment to opening balance for CECL adoption⁽¹⁾	(194		)	—
Provision (release) for credit losses on unfunded lending commitments	557			24
Other, net	(6		)	—
ACLUC at end of period⁽³⁾	$	1,813		$	1,391
Total allowance for credit losses on loans, leases and unfunded lending commitments	$	22,654		$	13,720



Other, net details	Three Months Ended March 31,
Sales or transfers of various consumer loan portfolios to HFS	$	(3	)	$	—
FX translation⁽⁴⁾	(483		)	26
Other	3			(8		)
Other, net	$	(483	)	$	18


(1)	See Note 1 to the Consolidated Financial Statements for further discussion on the impact of Citi’s adoption of CECL.


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


(3)	Represents additional credit loss reserves for unfunded lending commitments and letters of credit recorded in Other liabilities on the Consolidated Balance Sheet.


(4)	Primarily related to consumer. The corporate allowance is predominantly sourced in U.S. dollars.

139

Allowance for Credit Losses and End-of-Period Loans



	Three Months Ended
	March 31, 2020									March 31, 2019
In millions of dollars	Corporate			Consumer			Total			Corporate			Consumer			Total
Allowance for credit losses on loans at beginning of period	$	2,886		$	9,897		$	12,783		$	2,811		$	9,504		$	12,315
Adjustment to opening balance for CECL adoption	(721		)	4,922			4,201			—			—			—
Charge-offs	(138		)	(2,341		)	(2,479		)	(100		)	(2,245		)	(2,345		)
Recoveries	11			360			371			21			376			397
Replenishment of net charge-offs	127			1,981			2,108			79			1,869			1,948
Net reserve builds (releases)	1,268			2,844			4,112			4			63			67
Net specific reserve builds (releases)	48			176			224			(79		)	8			(71		)
Initial allowance for credit losses on purchased credit deteriorated assets	—			4			4			—			—			—
Other	(30		)	(453		)	(483		)	(5		)	23			18
Ending balance	$	3,451		$	17,390		$	20,841		$	2,731		$	9,598		$	12,329



	March 31, 2020						December 31, 2019
In millions of dollars	Corporate		Consumer		Total		Corporate		Consumer		Total
Allowance for credit losses on loans
Collectively evaluated	$	3,168	$	16,296	$	19,464	$	2,587	$	8,706	$	11,293
Individually evaluated	283		1,084		1,367		299		1,190		1,489
Purchased credit deteriorated	—		10		10		—		1		1
Total allowance for credit losses on loans	$	3,451	$	17,390	$	20,841	$	2,886	$	9,897	$	12,783
Loans, net of unearned income
Collectively evaluated	$	426,125	$	283,804	$	709,929	$	383,828	$	304,510	$	688,338
Individually evaluated	2,484		4,479		6,963		2,040		4,892		6,932
Purchased credit deteriorated	—		129		129		—		128		128
Held at fair value	3,981		18		3,999		4,067		18		4,085
Total loans, net of unearned income	$	432,590	$	288,430	$	721,020	$	389,935	$	309,548	$	699,483

140

Allowance for Credit Losses on AFS and HTM Debt Securities

Citi did not have an allowance for credit losses on AFS debt securities at March 31, 2020.

Allowance for Credit Losses on HTM Debt Securities



	Three Months Ended March 31, 2020
In millions of dollars	U.S. Treasury and federal agency		State and municipal		Foreign government		Asset-backed		Total HTM
Allowance for credit losses on HTM debt securities at beginning of period	$	—	$	—	$	—	$	—	$	—
Adjustment to opening balance for CECL adoption	—		61		4		5		70
Gross credit losses	—		—		—		—		—
Gross recoveries	—		—		—		—		—
Net credit losses	$	—	$	—	$	—	$	—	$	—
Net credit losses	$	—	$	—	$	—	$	—	$	—
Net reserve builds (releases)	—		5		—		1		6
Net specific reserve builds (releases)	—		—		—		—		—
Total provision for credit losses on HTM debt securities	$	—	$	5	$	—	$	1	$	6
Other, net	$	—	$	—	$	—	$	—	$	—
Initial allowance for credit losses on newly purchased credit deteriorated assets during the period	—		—		—		—		—
Allowance for credit losses on HTM debt securities at end of period	$	—	$	66	$	4	$	6	$	76

Allowance for Credit Losses on Other Assets



	Three Months Ended March 31, 2020
In millions of dollars	Cash and due from banks			Deposits with banks			Securities borrowed and purchased under agreements to resell		Brokerage receivables			All other assets		Total
Allowance for credit losses at beginning of period	$	—		$	—		$	—	$	—		$	—	$	—
Adjustment to opening balance for CECL adoption	6			14			2		1			3		26
Gross credit losses	—			—			—		—			—		—
Gross recoveries	—			—			—		—			—		—
Net credit losses (NCLs)	$	—		$	—		$	—	$	—		$	—	$	—
NCLs	$	—		$	—		$	—	$	—		$	—	$	—
Net reserve builds (releases)	(6		)	(6		)	3		(1		)	6		(4		)
Total provision for credit losses	$	(6	)	$	(6	)	$	3	$	(1	)	$	6	$	(4	)
Other, net	$	—		$	—		$	—	$	—		$	32	$	32
Allowance for credit losses on Other assets at end of period	$	—		$	8		$	5	$	—		$	41	$	54

141

15. GOODWILL AND INTANGIBLE ASSETS

Goodwill

The changes in Goodwill were as follows:



In millions of dollars	Global Consumer Banking			Institutional Clients Group			Total
Balance at December 31, 2019	$	12,102		$	10,024		$	22,126
Foreign currency translation	(265		)	(597		)	(862		)
Balance at March 31, 2020	$	11,837		$	9,427		$	21,264

Goodwill impairment testing is performed at the level below each business segment (referred to as a reporting unit). See Note 3 for further information on business segments.

During the three months ended March 31, 2020, Citi qualitatively assessed the current environment, including the estimated impact of the COVID-19 pandemic on macroeconomic variables and economic forecasts and how those might impact the fair value of reporting units. After consideration of the items above, the first quarter 2020 results, as well as the results of the 2019 impairment test which resulted in excess of reporting unit fair values over book values between approximately 33% to 134%, Citi determined it was not more-likely-than-not that the fair value of any reporting unit was below its book value as of March 31, 2020. For additional information regarding Citi’s goodwill impairment testing process, see Notes 1 and 16 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K.

Refer to Note 1 for Citi’s adoption of a new accounting standard regarding the subsequent measurement of goodwill.

Intangible Assets

The components of intangible assets were as follows:



	March 31, 2020						December 31, 2019
In millions of dollars	Gross carrying amount		Accumulated amortization		Net carrying amount		Gross carrying amount		Accumulated amortization		Net carrying amount
Purchased credit card relationships	$	5,634	$	4,060	$	1,574	$	5,676	$	4,059	$	1,617
Credit card contract-related intangibles⁽¹⁾	3,417		1,138		2,279		5,393		3,069		2,324
Core deposit intangibles	42		42		—		434		433		1
Other customer relationships	424		281		143		424		275		149
Present value of future profits	27		24		3		34		31		3
Indefinite-lived intangible assets	191		—		191		228		—		228
Other	60		57		3		82		77		5
Intangible assets (excluding MSRs)	$	9,795	$	5,602	$	4,193	$	12,271	$	7,944	$	4,327
Mortgage servicing rights (MSRs)⁽²⁾	367		—		367		495		—		495
Total intangible assets	$	10,162	$	5,602	$	4,560	$	12,766	$	7,944	$	4,822


(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 March 31, 2020 and December 31, 2019.


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

142

The changes in intangible assets were as follows:



	Net carrying amount at												Net carrying amount at
In millions of dollars	December 31, 2019		Acquisitions/ divestitures		Amortization			Impairments		FX translation and other			March 31, 2020
Purchased credit card relationships⁽¹⁾	$	1,617	$	11	$	(50	)	$	—	$	(4	)	$	1,574
Credit card contract-related intangibles⁽²⁾	2,324		9		(50		)	—		(4		)	2,279
Core deposit intangibles	1		—		—			—		(1		)	—
Other customer relationships	149		—		(6		)	—		—			143
Present value of future profits	3		—		—			—		—			3
Indefinite-lived intangible assets	228		—		—			—		(37		)	191
Other	5		—		(2		)	—		—			3
Intangible assets (excluding MSRs)	$	4,327	$	20	$	(108	)	$	—	$	(46	)	$	4,193
Mortgage servicing rights (MSRs)⁽³⁾	495												367
Total intangible assets	$	4,822											$	4,560


(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 and Macy’s portfolios.


(2)	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 at March 31, 2020 and December 31, 2019.


(3)	For additional information on Citi’s MSRs, including the rollforward for the three months ended March 31, 2020, see Note 18 to the Consolidated Financial Statements.

143

16. DEBT

For additional information regarding Citi’s short-term borrowings and long-term debt, see Note 17 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K.

Short-Term Borrowings



In millions of dollars	March 31, 2020		December 31, 2019
Commercial paper
Bank⁽¹⁾	$	12,157	$	10,155
Broker-dealer and other⁽²⁾	6,016		6,321
Total commercial paper	$	18,173	$	16,476
Other borrowings⁽³⁾	36,778		28,573
Total	$	54,951	$	45,049


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


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

(3)

Includes borrowings from Federal Home Loan Banks and other market participants. At March 31, 2020 and December 31, 2019, collateralized short-term advances from the Federal Home Loan Banks were $23.4 billion and $17.6 billion, respectively. Additionally, the increase in Other borrowings as of March 31, 2020 is partially due to Citi’s borrowings under certain U.S. government-sponsored liquidity programs. While these borrowings helped support the functioning of markets, they were not significant to Citi’s overall liquidity profile.

Long-Term Debt



In millions of dollars	March 31, 2020		December 31, 2019
Citigroup Inc.⁽¹⁾	$	156,461	$	150,477
Bank⁽²⁾	62,444		53,340
Broker-dealer and other⁽³⁾	47,193		44,943
Total	$	266,098	$	248,760


(1)	Represents the parent holding company.


(2)	Represents Citibank entities as well as other bank entities. At March 31, 2020 and December 31, 2019, collateralized long-term advances from the Federal Home Loan Banks were $16.0 billion and $5.5 billion, respectively.


(3)	Represents broker-dealer and other non-bank subsidiaries that are consolidated into Citigroup Inc., the parent holding company. Certain Citigroup consolidated hedging activities are also included in this line.

Long-term debt outstanding includes trust preferred securities with a balance sheet carrying value of $1.7 billion at both March 31, 2020 and December 31, 2019.

The following table summarizes Citi’s outstanding trust preferred securities at March 31, 2020:



								Junior subordinated debentures owned by trust
Trust	Issuance date	Securities issued	Liquidation value⁽¹⁾		Coupon rate⁽²⁾		Common shares issued to parent	Amount		Maturity	Redeemable by issuer beginning
In millions of dollars, except securities and share amounts
Citigroup Capital III	Dec. 1996	194,053	$	194	7.625	%	6,003	$	200	Dec. 1, 2036	Not redeemable
Citigroup Capital XIII	Sept. 2010	89,840,000	2,246		3 mo LIBOR + 637 bps		1,000	2,246		Oct. 30, 2040	Oct. 30, 2015
Citigroup Capital XVIII	Jun. 2007	99,901	124		3 mo LIBOR + 88.75 bps		50	124		Jun. 28, 2067	Jun. 28, 2017
Total obligated			$	2,564				$	2,570

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


(1)	Represents the notional value received by outside investors from the trusts at the time of issuance. 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.

144

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

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

Three Months Ended March 31, 2020



In millions of dollars	Net unrealized gains (losses) on debt securities			Debt valuation adjustment (DVA)⁽¹⁾			Cash flow hedges⁽²⁾			Benefit plans⁽³⁾			Foreign currency translation adjustment (CTA), net of hedges⁽⁴⁾			Excluded component of fair value hedges⁽⁵⁾			Accumulated other comprehensive income (loss)
Balance, December 31, 2019	$	(265	)	$	(944	)	$	123		$	(6,809	)	$	(28,391	)	$	(32	)	$	(36,318	)
Other comprehensive income before reclassifications	3,456			3,116			1,898			(344		)	(4,109		)	27			4,044
Increase (decrease) due to amounts reclassified from AOCI	(328		)	24			(1		)	58			—			—			(247		)
Change, net of taxes	$	3,128		$	3,140		$	1,897		$	(286	)	$	(4,109	)	$	27		$	3,797
Balance at March 31, 2020	$	2,863		$	2,196		$	2,020		$	(7,095	)	$	(32,500	)	$	(5	)	$	(32,521	)

Three Months Ended March 31, 2019



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


(1)	Changes in DVA are reflected as a component of AOCI, pursuant to the adoption of the provisions of ASU 2016-01 relating to the presentation of DVA on fair value options liabilities. See Note 1 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K.


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


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

(4)

Primarily reflects the movements in (by order of impact) the Mexican peso, Brazilian real, Australian dollar, South Korean won and Chilean peso against the U.S. dollar and changes in related tax effects and hedges for the three months ended March 31, 2020. Primarily reflects the movements in (by order of impact) the Mexican peso, Chilean peso, Chinese yuan and Russian ruble against the U.S. dollar and changes in related tax effects and hedges for the three months ended March 31, 2019. 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.

145

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

Three Months Ended March 31, 2020



In millions of dollars	Pretax			Tax effect			After-tax
Balance, December 31, 2019	$	(42,772	)	$	6,454		$	(36,318	)
Change in net unrealized gains (losses) on debt securities	4,121			(993		)	3,128
Debt valuation adjustment (DVA)	4,188			(1,048		)	3,140
Cash flow hedges	2,484			(587		)	1,897
Benefit plans	(418		)	132			(286		)
Foreign currency translation adjustment	(4,055		)	(54		)	(4,109		)
Excluded component of fair value hedges	33			(6		)	27
Change	$	6,353		$	(2,556	)	$	3,797
Balance at March 31, 2020	$	(36,419	)	$	3,898		$	(32,521	)

Three Months Ended March 31, 2019



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


(1)	Includes the impact of ASU 2018-02, which transferred amounts from AOCI to Retained earnings. For additional information, see Note 19 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K.

146

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



	Increase (decrease) in AOCI due to amounts reclassified to Consolidated Statement of Income
	Three Months Ended March 31,
In millions of dollars	2020			2019
Realized (gains) losses on sales of investments	$	(432	)	$	(130	)
Gross impairment losses	—			3
Subtotal, pretax	$	(432	)	$	(127	)
Tax effect	104			36
Net realized (gains) losses on investments after-tax⁽¹⁾	$	(328	)	$	(91	)
Realized DVA (gains) losses on fair value option liabilities, pretax	$	32		$	5
Tax effect	(8		)	(1		)
Net realized debt valuation adjustment, after-tax	$	24		$	4
Interest rate contracts	$	(3	)	$	130
Foreign exchange contracts	1			2
Subtotal, pretax	$	(2	)	$	132
Tax effect	1			(32		)
Amortization of cash flow hedges, after-tax⁽²⁾	$	(1	)	$	100
Amortization of unrecognized:
Prior service cost (benefit)	$	(3	)	$	(4	)
Net actuarial loss	79			65
Curtailment/settlement impact⁽³⁾	—			—
Subtotal, pretax	$	76		$	61
Tax effect	(18		)	(15		)
Amortization of benefit plans, after-tax⁽³⁾	$	58		$	46
Excluded component of fair value hedges, pretax	$	—		$	—
Tax effect	—			—
Excluded component of fair value hedges, after-tax	$	—		$	—
Foreign currency translation adjustment	$	—		$	—
Tax effect	—			—
Foreign currency translation adjustment	$	—		$	—
Total amounts reclassified out of AOCI, pretax	$	(326	)	$	71
Total tax effect	79			(12		)
Total amounts reclassified out of AOCI, after-tax	$	(247	)	$	59


(1)	The pretax amount is reclassified to Realized gains (losses) on sales of investments, net and Gross impairment losses in the Consolidated Statement of Income. See Note 12 to the Consolidated Financial Statements for additional details.


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


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

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18. SECURITIZATIONS AND VARIABLE INTEREST ENTITIES

For additional information regarding Citi’s use of special purpose entities (SPEs) and variable interest entities (VIEs), see Note 21 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K.

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



	As of March 31, 2020
							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	$	37,612	$	37,612	$	—	$	—	$	—	$	—	$	—	$	—
Mortgage securitizations⁽⁴⁾
U.S. agency-sponsored	109,728		—		109,728		2,000		—		—		65		2,065
Non-agency-sponsored	37,140		941		36,199		1,054		—		—		1		1,055
Citi-administered asset-backed commercial paper conduits	19,386		19,386		—		—		—		—		—		—
Collateralized loan obligations (CLOs)	17,453		—		17,453		3,918		—		—		—		3,918
Asset-based financing	207,817		5,569		202,248		24,935		1,154		9,863		—		35,952
Municipal securities tender option bond trusts (TOBs)	6,129		1,134		4,995		4		—		3,125		—		3,129
Municipal investments	20,383		—		20,383		2,662		4,221		3,030		—		9,913
Client intermediation	1,430		1,371		59		4		—		—		—		4
Investment funds	539		121		418		1		—		16		—		17
Other	62		2		60		—		—		60		—		60
Total	$	457,679	$	66,136	$	391,543	$	34,578	$	5,375	$	16,094	$	66	$	56,113



	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

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


(2)	Included on Citigroup’s March 31, 2020 and December 31, 2019 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.

148

The previous tables do not include:


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


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

•

certain 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 12 and 20 to the Consolidated Financial Statements);

•

certain representations and warranties exposures in legacy ICG-sponsored mortgage- and asset-backed securitizations in which the Company has no variable interest or continuing involvement as servicer. The outstanding balance of mortgage loans securitized during 2005 to 2008 in which the Company has no variable interest or continuing involvement as servicer was approximately $6 billion and $6 billion at March 31, 2020 and December 31, 2019, 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.

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

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

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

149

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

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



	March 31, 2020				December 31, 2019
In millions of dollars	Liquidity facilities		Loan/equity commitments		Liquidity facilities		Loan/equity commitments
Asset-based financing	$	—	$	9,863	$	—	$	9,524
Municipal securities tender option bond trusts (TOBs)	3,125		—		3,544		—
Municipal investments	—		3,030		—		3,034
Investment funds	—		16		—		16
Other	—		60		—		39
Total funding commitments	$	3,125	$	12,969	$	3,544	$	12,613

Significant Interests in Unconsolidated VIEs—Balance Sheet Classification

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



In billions of dollars	March 31, 2020		December 31, 2019
Cash	$	—	$	—
Trading account assets	2.0		2.6
Investments	9.7		9.9
Total loans, net of allowance	27.8		26.7
Other	0.5		0.5
Total assets	$	40.0	$	39.7

Credit Card Securitizations

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

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

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



In billions of dollars	March 31, 2020		December 31, 2019
Ownership interests in principal amount of trust credit card receivables
Sold to investors via trust-issued securities	$	19.7	$	19.7
Retained by Citigroup as trust-issued securities	5.4		6.2
Retained by Citigroup via non-certificated interests	14.6		17.8
Total	$	39.7	$	43.7

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



	Three Months Ended March 31,
In billions of dollars	2020		2019
Proceeds from new securitizations	$	—	$	—
Pay down of maturing notes	—		(2.5		)

Master Trust Liabilities (at Par Value)

The weighted average maturity of the third-party term notes issued by the Master Trust was 2.8 years as of March 31, 2020 and 3.1 years as of December 31, 2019.



In billions of dollars	Mar. 31, 2020		Dec. 31, 2019
Term notes issued to third parties	$	18.2	$	18.2
Term notes retained by Citigroup affiliates	3.5		4.3
Total Master Trust liabilities	$	21.7	$	22.5

Omni Trust Liabilities (at Par Value)

The weighted average maturity of the third-party term notes issued by the Omni Trust was 1.4 years as of March 31, 2020 and 1.6 years as of December 31, 2019.



In billions of dollars	Mar. 31, 2020		Dec. 31, 2019
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

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Mortgage Securitizations

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



	Three Months Ended March 31,
	2020				2019
In billions of dollars	U.S. agency- sponsored mortgages		Non-agency- sponsored mortgages⁽¹⁾		U.S. agency- sponsored mortgages		Non-agency- sponsored mortgages
Principal securitized	$	2.0	$	1.6	$	1.0	$	2.7
Proceeds from new securitizations	2.1		2.5		1.0		2.7

Note: Excludes re-securitization transactions.


(1)	The principal securitized and proceeds from new securitizations in 2020 include $0.2 billion related to personal loan securitizations.

Gains recognized on the securitization of U.S. agency-sponsored mortgages were $3 million for the three months ended March 31, 2020. For the three months ended March 31, 2020, gains recognized on the securitization of non-agency sponsored mortgages were $39 million.

There were no gains recognized on the securitization of U.S. agency-sponsored mortgages for the three months ended March 31, 2019. Gains recognized on the securitization of non-agency sponsored mortgages were $17 million for the three months ended March 31, 2019.



	March 31, 2020						December 31, 2019
			Non-agency-sponsored mortgages⁽¹⁾						Non-agency-sponsored mortgages⁽¹⁾
In millions of dollars	U.S. agency- sponsored mortgages		Senior interests⁽³⁾		Subordinated interests		U.S. agency- sponsored mortgages		Senior interests		Subordinated interests
Carrying value of retained interests⁽²⁾	$	349	$	902	$	101	$	491	$	748	$	102


(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 and Level 3 assets depending on the observability of significant inputs. See Note 20 to the Consolidated Financial Statements for more information about fair value measurements.


(3)	Senior interests in non-agency-sponsored mortgages include $127 million related to personal loan securitizations at March 31, 2020.

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



	Three Months Ended March 31, 2020
			Non-agency-sponsored mortgages⁽¹⁾
	U.S. agency- sponsored mortgages		Senior interests		Subordinated interests
Weighted average discount rate	8.5	%	1.3	%	—	%
Weighted average constant prepayment rate	25.7	%	—	%	—	%
Weighted average anticipated net credit losses⁽²⁾	NM		1.6	%	—	%
Weighted average life	5.2 years		4.2 years		NM



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


(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.

152

The interests retained by the Company range from highly rated and/or senior in the capital structure to unrated and/or residual interests. Key assumptions used in measuring the fair value of retained interests in securitizations of mortgage receivables at period end were as follows:



	March 31, 2020
			Non-agency-sponsored mortgages⁽¹⁾
	U.S. agency- sponsored mortgages		Senior interests		Subordinated interests
Weighted average discount rate	6.2	%	8.9	%	4.4	%
Weighted average constant prepayment rate	20.6	%	2.7	%	5.1	%
Weighted average anticipated net credit losses⁽²⁾	NM		1.1	%	1.4	%
Weighted average life	4.6 years		6.8 years		NM



	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		3.0 years		11.4 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.

The sensitivity of the fair value to adverse changes of 10% and 20% in each of the key assumptions, are presented in the tables below. The negative effect of each change is calculated independently, holding all other assumptions constant. Because the key assumptions may not be independent, the net effect of simultaneous adverse changes in the key assumptions may be less than the sum of the individual effects shown below.



	March 31, 2020
				Non-agency-sponsored mortgages
In millions of dollars	U.S. agency- sponsored mortgages			Senior interests			Subordinated interests
Discount rate
Adverse change of 10%	$	(9	)	$	(1	)	$	(1	)
Adverse change of 20%	(17		)	(1		)	(2		)
Constant prepayment rate
Adverse change of 10%	(23		)	—			—
Adverse change of 20%	(43		)	—			—
Anticipated net credit losses
Adverse change of 10%	NM			—			—
Adverse change of 20%	NM			—			(1		)

153



	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			—			—


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

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



									Liquidation losses
	Securitized assets				90 days past due				Three Months Ended March 31,
In billions of dollars, except liquidation losses in millions	Mar. 31, 2020		Dec. 31, 2019		Mar. 31, 2020		Dec. 31, 2019		2020		2019
Securitized assets
Residential mortgages⁽¹⁾	$	11.8	$	11.7	$	0.3	$	0.4	$	11	$	11
Commercial and other	20.5		22.3		—		—		—		—
Total	$	32.3	$	34.0	$	0.3	$	0.4	$	11	$	11

(1) Securitized assets include $0.3 billion of personal loan securitizations as of March 31, 2020.

Mortgage Servicing Rights (MSRs)

The fair value of Citi’s capitalized MSRs was $367 million and $551 million at March 31, 2020 and 2019, respectively. The MSRs correspond to principal loan balances of $59 billion and $61 billion as of March 31, 2020 and 2019, respectively. The following table summarizes the changes in capitalized MSRs:



	Three Months Ended March 31,
In millions of dollars	2020			2019
Balance, beginning of year	$	495		$	584
Originations	32			12
Changes in fair value of MSRs due to changes in inputs and assumptions	(143		)	(27		)
Other changes⁽¹⁾	(17		)	(18		)
Sales of MSRs	—			—
Balance, as of March 31	$	367		$	551


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

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

154

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



	Three Months Ended March 31,
In millions of dollars	2020		2019
Servicing fees	$	39	$	41
Late fees	2		2
Ancillary fees	—		1
Total MSR fees	$	41	$	44

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

Re-securitizations

The Company engages in re-securitization transactions in which debt securities are transferred to a VIE in exchange for new beneficial interests. Citi did not transfer non-agency (private label) securities to re-securitization entities during the three months ended March 31, 2020 and 2019. These securities are backed by either residential or commercial mortgages and are often structured on behalf of clients.

As of March 31, 2020 and December 31, 2019, Citi held no retained interests in private label re-securitization transactions structured by Citi.

The Company also re-securitizes U.S. government-agency guaranteed mortgage-backed (agency) securities. During the three months ended March 31, 2020, Citi transferred agency securities with a fair value of approximately $7.4 billion to re-securitization entities compared to approximately $7.6 billion for the three months ended March 31, 2019.

As of March 31, 2020, the fair value of Citi-retained interests in agency re-securitization transactions structured by Citi totaled approximately $1.6 billion (including $631.0 million related to re-securitization transactions executed in 2020) compared to $2.2 billion as of December 31, 2019 (including $1.3 billion related to re-securitization transactions executed in 2019), which is recorded in Trading account assets. The original fair values of agency re-securitization transactions in which Citi holds a retained interest as of March 31, 2020 and December 31, 2019 were approximately $65.8 billion and $73.5 billion, respectively.

As of March 31, 2020 and December 31, 2019, the Company did not consolidate any private label or agency re-securitization entities.

Citi-Administered Asset-Backed Commercial Paper Conduits

At March 31, 2020 and December 31, 2019, the commercial paper conduits administered by Citi had approximately $19.4 billion and $15.6 billion of purchased assets outstanding, respectively, and had incremental funding commitments with clients of approximately $14.2 billion and $16.3 billion, respectively.

Substantially all of the funding of the conduits is in the form of short-term commercial paper. At March 31, 2020 and December 31, 2019, the weighted average remaining lives of the commercial paper issued by the conduits were approximately 43 and 49 days, respectively.

The primary credit enhancement provided to the conduit investors is in the form of transaction-specific credit enhancements described above. In addition to the transaction-specific credit enhancements, the conduits, other than the government guaranteed loan conduit, have obtained a letter of credit from the Company, which is equal to at least 8% to 10% of the conduit’s assets with a minimum of $200 million. The letters of credit provided by the Company to the conduits total approximately $1.8 billion and $1.4 billion as of March 31, 2020 and December 31, 2019, respectively. The net result across multi-seller conduits administered by the Company is that, in the event that defaulted assets exceed the transaction-specific credit enhancements described above, any losses in each conduit are allocated first to the Company and then to the commercial paper investors.

At March 31, 2020 and December 31, 2019, the Company owned $7.6 billion and $5.5 billion, respectively, of the commercial paper issued by its administered conduits. The Company's investments were not driven by market illiquidity and the Company is not obligated under any agreement to purchase the commercial paper issued by the conduits.

Collateralized Loan Obligations (CLOs)

There were no new securitizations during the three months ended March 31, 2020 and 2019. The following table summarizes selected retained interests related to Citigroup CLOs:

All of Citi’s retained interests were held-to-maturity securities as of March 31, 2020 and December 31, 2019.

155

Asset-Based Financing

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



	March 31, 2020
In millions of dollars	Total unconsolidated VIE assets		Maximum exposure to unconsolidated VIEs
Type
Commercial and other real estate	$	28,469	$	6,980
Corporate loans	10,502		7,808
Other (including investment funds, airlines and shipping)	163,277		21,164
Total	$	202,248	$	35,952



	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

Municipal Securities Tender Option Bond (TOB) Trusts

At March 31, 2020 and December 31, 2019, none of the municipal bonds owned by non-customer TOB trusts were subject to a credit guarantee provided by the Company.

At March 31, 2020 and December 31, 2019, liquidity agreements provided with respect to customer TOB trusts totaled $3.1 billion and $3.5 billion, respectively, of which $1.5 billion and $1.6 billion, respectively, were offset by reimbursement agreements. For the remaining exposure related to TOB transactions, where the residual owned by the customer was at least 25% of the bond value at the inception of the transaction, no reimbursement agreement was executed.

The Company also provides other liquidity agreements or letters of credit to customer-sponsored municipal investment funds, which are not variable interest entities, and municipality-related issuers that totaled $6.3 billion and $7.0 billion as of March 31, 2020 and December 31, 2019, respectively. These liquidity agreements and letters of credit are offset by reimbursement agreements with various term-out provisions.

156

19. DERIVATIVES

In the ordinary course of business, Citigroup enters into various types of derivative transactions. All derivatives are recorded in Trading account assets/Trading account liabilities on the Consolidated Balance Sheet. For additional information regarding Citi’s use of and accounting for derivatives, see Note 22 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K.

Information pertaining to Citigroup’s derivatives activities, based on notional amounts, is presented in the table below. Derivative notional amounts are reference amounts from which contractual payments are derived and do not represent a complete measure of Citi’s exposure to derivative transactions. Citi’s derivative exposure arises primarily from market fluctuations (i.e., market risk), counterparty failure (i.e., credit risk) and/or periods of high volatility or financial stress (i.e., liquidity risk), as well as any market valuation adjustments that may be required on the transactions. Moreover, notional amounts do not reflect the netting of offsetting trades. For example, if Citi enters into a receive-fixed interest rate swap with $100 million notional, and offsets this risk with an identical but opposite pay-fixed position with a different counterparty, $200 million in derivative notionals is reported, although these offsetting positions may result in de minimis overall market risk.

In addition, aggregate derivative notional amounts can fluctuate from period to period in the normal course of business based on Citi’s market share, levels of client activity and other factors.

157

Derivative Notionals



	Hedging instruments under ASC 815				Trading derivative instruments
In millions of dollars	March 31, 2020		December 31, 2019		March 31, 2020		December 31, 2019
Interest rate contracts
Swaps	$	311,333	$	318,089	$	18,935,609	$	17,063,272
Futures and forwards	—		—		4,691,885		3,636,658
Written options	—		—		1,791,782		2,114,511
Purchased options	—		—		1,605,080		1,857,770
Total interest rate contracts	$	311,333	$	318,089	$	27,024,356	$	24,672,211
Foreign exchange contracts
Swaps	$	65,358	$	63,104	$	6,414,190	$	6,063,853
Futures, forwards and spot	38,597		38,275		4,806,697		3,979,188
Written options	116		80		1,209,072		908,061
Purchased options	45		80		1,233,661		959,149
Total foreign exchange contracts	$	104,116	$	101,539	$	13,663,620	$	11,910,251
Equity contracts
Swaps	$	—	$	—	$	168,224	$	197,893
Futures and forwards	—		—		60,692		66,705
Written options	—		—		534,464		560,571
Purchased options	—		—		399,929		422,393
Total equity contracts	$	—	$	—	$	1,163,309	$	1,247,562
Commodity and other contracts
Swaps	$	—	$	—	$	74,616	$	69,445
Futures and forwards	894		1,195		141,378		137,192
Written options	—		—		91,874		91,587
Purchased options	—		—		89,609		86,631
Total commodity and other contracts	$	894	$	1,195	$	397,477	$	384,855
Credit derivatives⁽¹⁾
Protection sold	$	—	$	—	$	624,063	$	603,387
Protection purchased	—		—		695,218		703,926
Total credit derivatives	$	—	$	—	$	1,319,281	$	1,307,313
Total derivative notionals	$	416,343	$	420,823	$	43,568,043	$	39,522,192

(1)

Credit derivatives are arrangements designed to allow one party (protection purchaser) to transfer the credit risk of a “reference asset” to another party (protection seller). These arrangements allow a protection seller to assume the credit risk associated with the reference asset without directly purchasing that asset. The Company enters into credit derivative positions for purposes such as risk management, yield enhancement, reduction of credit concentrations and diversification of overall risk.

158

The following tables present the gross and net fair values of the Company’s derivative transactions and the related offsetting amounts as of March 31, 2020 and December 31, 2019. Gross positive fair values are offset against gross negative fair values by counterparty, pursuant to enforceable master netting agreements. Under ASC 815-10-45, payables and receivables in respect of cash collateral received from or paid to a given counterparty pursuant to a credit support annex are included in the offsetting amount if a legal opinion supporting the enforceability of netting and collateral rights has been obtained. GAAP does not permit similar offsetting for security collateral.

In addition, the following tables reflect rule changes adopted by clearing organizations that require or allow entities to treat certain derivative assets, liabilities and the related variation margin as settlement of the related derivative fair values for legal and accounting purposes, as opposed to presenting gross derivative assets and liabilities that are subject to collateral, whereby the counterparties would also record a related collateral payable or receivable. As a result, the tables reflect a reduction of approximately $300 billion and $180 billion as of March 31, 2020 and December 31, 2019, respectively, of derivative assets and derivative liabilities that previously would have been reported on a gross basis, but are now legally settled and not subject to collateral. The tables also present amounts that are not permitted to be offset, such as security collateral or cash collateral posted at third-party custodians, but which would be eligible for offsetting to the extent that an event of default has occurred and a legal opinion supporting enforceability of the netting and collateral rights has been obtained.

159

Derivative Mark-to-Market (MTM) Receivables/Payables



In millions of dollars at March 31, 2020	Derivatives classified in Trading account assets/liabilities⁽¹⁾⁽²⁾
Derivatives instruments designated as ASC 815 hedges	Assets			Liabilities
Over-the-counter	$	1,860		$	259
Cleared	422			262
Interest rate contracts	$	2,282		$	521
Over-the-counter	$	2,410		$	1,778
Cleared	—			50
Foreign exchange contracts	$	2,410		$	1,828
Total derivatives instruments designated as ASC 815 hedges	$	4,692		$	2,349
Derivatives instruments not designated as ASC 815 hedges
Over-the-counter	$	245,048		$	224,637
Cleared	11,055			10,607
Exchange traded	117			144
Interest rate contracts	$	256,220		$	235,388
Over-the-counter	$	198,530		$	201,720
Cleared	1,649			1,832
Exchange traded	11			13
Foreign exchange contracts	$	200,190		$	203,565
Over-the-counter	$	27,103		$	28,388
Cleared	1			32
Exchange traded	30,565			32,910
Equity contracts	$	57,669		$	61,330
Over-the-counter	$	21,059		$	24,669
Exchange traded	2,005			1,941
Commodity and other contracts	$	23,064		$	26,610
Over-the-counter	$	15,606		$	14,127
Cleared	875			1,046
Credit derivatives	$	16,481		$	15,173
Total derivatives instruments not designated as ASC 815 hedges	$	553,624		$	542,066
Total derivatives	$	558,316		$	544,415
Cash collateral paid/received⁽³⁾	$	28,991		$	17,023
Less: Netting agreements⁽⁴⁾	(424,832		)	(424,832		)
Less: Netting cash collateral received/paid⁽⁵⁾	(65,236		)	(58,787		)
Net receivables/payables included on the Consolidated Balance Sheet⁽⁶⁾	$	97,239		$	77,819
Additional amounts subject to an enforceable master netting agreement, but not offset on the Consolidated Balance Sheet
Less: Cash collateral received/paid	$	(1,897	)	$	(245	)
Less: Non-cash collateral received/paid	(11,852		)	(16,896		)
Total net receivables/payables⁽⁶⁾	$	83,490		$	60,678


(1)	The derivatives fair values are also presented in Note 20 to the Consolidated Financial Statements.

(2)

Over-the-counter (OTC) derivatives are derivatives executed and settled bilaterally with counterparties without the use of an organized exchange or central clearing house. Cleared derivatives include derivatives executed bilaterally with a counterparty in the OTC market, but then novated to a central clearing house, whereby the central clearing house becomes the counterparty to both of the original counterparties. Exchange-traded derivatives include derivatives executed directly on an organized exchange that provides pre-trade price transparency.


(3)	Reflects the net amount of the $87,778 million and $82,259 million of gross cash collateral paid and received, respectively. Of the gross cash collateral paid, $58,787 million was used to offset trading derivative liabilities. Of the gross cash collateral received, $65,236 million was used to offset trading derivative assets.


(4)	Represents the netting of balances with the same counterparty under enforceable netting agreements. Approximately $404 billion, $2 billion and $19 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.

160


(6)	The net receivables/payables include approximately $8 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, 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 also presented in Note 20 to the Consolidated Financial Statements.

(2)


(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. Of the gross cash collateral received, $44,353 million was used to offset trading derivative assets.


(4)	Represents the netting of 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 netting of cash collateral received and paid is 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.

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For the three months ended March 31, 2020 and 2019, amounts recognized in Principal transactions in the Consolidated Statement of Income include certain derivatives not designated in a qualifying hedging relationship. Citigroup presents this disclosure by business classification, showing derivative gains and losses related to its trading activities together with gains and losses related to non-derivative instruments within the same trading portfolios, as this represents how these portfolios are risk managed. See Note 6 to the Consolidated Financial Statements for further information.

The amounts recognized in Other revenue in the Consolidated Statement of Income related to derivatives not designated in a qualifying hedging relationship are shown below. The table below does not include any offsetting gains (losses) on the economically hedged items to the extent that such amounts are also recorded in Other revenue.



	Gains (losses) included in Other revenue
	Three Months Ended March 31,
In millions of dollars	2020		2019
Interest rate contracts	$	155	$	27
Foreign exchange	24		(58		)
Total	$	179	$	(31	)

Fair Value Hedges

Hedging of Benchmark Interest Rate Risk

Citigroup’s fair value hedges are primarily hedges of fixed-rate long-term debt or assets, such as available-for-sale debt securities or loans.

For qualifying fair value hedges of interest rate risk, the changes in the fair value of the derivative and the change in the fair value of the hedged item attributable to the hedged risk are presented within Interest revenue or Interest expense based on whether the hedged item is an asset or a liability.

In the first quarter of 2019, Citigroup executed a last-of-layer hedge, which permits an entity to hedge the interest rate risk of a stated portion of a closed portfolio of prepayable financial assets that are expected to remain outstanding for the designated tenor of the hedge. In accordance with ASC 815, an entity may exclude prepayment risk when measuring the change in fair value of the hedged item attributable to interest rate risk under the last-of-layer approach. Similar to other fair value hedges, where the hedged item is an asset, the fair value of the hedged item attributable to interest rate risk will be presented in Interest revenue along with the change in the fair value of the hedging instrument. As of March 31, 2020, there were no active designations of last-of-layer hedges.

Hedging of Foreign Exchange Risk

Citigroup hedges the change in fair value attributable to foreign exchange rate movements in available-for-sale debt securities and long-term debt that are denominated in currencies other than the functional currency of the entity holding the securities or issuing the debt. The hedging instrument is generally a forward foreign exchange contract or a cross-currency swap contract. Citigroup considers the premium associated with forward contracts (i.e., the differential between the spot and contractual forward rates) as the cost of hedging; this amount is excluded from the assessment of hedge effectiveness and is generally reflected directly in earnings over the life of the hedge. Citi also excludes changes in cross-currency basis associated with cross-currency swaps from the assessment of hedge effectiveness and records it in Other comprehensive income.

Hedging of Commodity Price Risk

Citigroup hedges the change in fair value attributable to spot price movements in physical commodities inventories. The hedging instrument is a futures contract to sell the underlying commodity. In this hedge, the change in the value of the hedged inventory is reflected in earnings, which offsets the change in the fair value of the futures contract that is also reflected in earnings. Although the change in the fair value of the hedging instrument recorded in earnings includes changes in forward rates, Citigroup excludes the differential between the spot and the contractual forward rates under the futures contract from the assessment of hedge effectiveness and it is generally reflected directly in earnings over the life of the hedge. Citi also excludes changes in forward rates from the assessment of hedge effectiveness and records it in Other comprehensive income.

162

The following table summarizes the gains (losses) on the Company’s fair value hedges:



	Gains (losses) on fair value hedges⁽¹⁾
	Three Months Ended March 31,
	2020						2019
In millions of dollars	Other revenue			Net interest revenue			Other revenue			Net interest revenue
Gain (loss) on the hedging derivatives included in assessment of the effectiveness of fair value hedges
Interest rate hedges	$	—		$	6,847		$	—		$	963
Foreign exchange hedges	(1,911		)	—			168			—
Commodity hedges	290			—			70			—
Total gain (loss) on the hedging derivatives included in assessment of the effectiveness of fair value hedges	$	(1,621	)	$	6,847		$	238		$	963
Gain (loss) on the hedged item in designated and qualifying fair value hedges
Interest rate hedges	$	—		$	(6,815	)	$	—		$	(879	)
Foreign exchange hedges	1,911			—			(168		)	—
Commodity hedges	(290		)	—			(70		)	—
Total gain (loss) on the hedged item in designated and qualifying fair value hedges	$	1,621		$	(6,815	)	$	(238	)	$	(879	)
Net gain (loss) on the hedging derivatives excluded from assessment of the effectiveness of fair value hedges
Interest rate hedges	$	—		$	(5	)	$	—		$	—
Foreign exchange hedges⁽²⁾	(58		)	—			(3		)	—
Commodity hedges	(25		)	—			18			—
Total net gain (loss) on the hedging derivatives excluded from assessment of the effectiveness of fair value hedges	$	(83	)	$	(5	)	$	15		$	—


(1)	Gain (loss) amounts for interest rate risk hedges are included in Interest income/Interest expense. The accrued interest income on fair value hedges is recorded in Net interest revenue and is excluded from this table.

(2)

Amounts relate to the premium associated with forward contracts (differential between spot and contractual forward rates) that are excluded from the assessment of hedge effectiveness and are generally reflected directly in earnings. Amounts related to cross-currency basis, which are recognized in AOCI, are not reflected in the table above. The amount of cross-currency basis that was included in AOCI was $33 million and $24 million for the three months ended March 31, 2020 and 2019, respectively.

163

Cumulative Basis Adjustment

Upon electing to apply ASC 815 fair value hedge accounting, the carrying value of the hedged item is adjusted to reflect the cumulative changes in the hedged risk. This cumulative hedge basis adjustment becomes part of the carrying value of the hedged item until the hedged item is derecognized from the balance sheet. The table below presents the carrying amount of Citi’s hedged assets and liabilities under qualifying fair value hedges at March 31, 2020 and December 31, 2019, along with the cumulative hedge basis adjustments included in the carrying value of those hedged assets and liabilities, that would reverse through earnings in future periods.



In millions of dollars
Balance sheet line item in which hedged item is recorded	Carrying amount of hedged asset/ liability		Cumulative fair value hedging adjustment increasing (decreasing) the carrying amount
			Active			De-designated
As of March 31, 2020
Debt securities AFS⁽¹⁾⁽³⁾	$	94,548	$	(130	)	$	617
Long-term debt	167,336		8,586			3,719
As of December 31, 2019
Debt securities AFS⁽²⁾⁽³⁾	$	94,659	$	(114	)	$	743
Long-term debt	157,387		2,334			3,445


(1)	These amounts include a cumulative basis adjustment of $134 million for de-designated hedges as of March 31, 2020 related to certain prepayable financial assets previously designated as the hedged item in a fair value hedge using the last-of-layer approach. There are no active hedges under the last-of-layer approach as of March 31, 2020.

(2)

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.


(3)	Carrying amount represents the amortized cost.

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Cash Flow Hedges

Citigroup hedges the variability of forecasted cash flows due to changes in contractually specified interest rates associated with floating-rate assets/liabilities and other forecasted transactions. These cash flow hedging relationships use either regression analysis or dollar-offset ratio analysis to assess whether the hedging relationships are highly effective at inception and on an ongoing basis.

For cash flow hedges, the entire change in the fair value of the hedging derivative is recognized in AOCI and then reclassified to earnings in the same period that the forecasted hedged cash flows impact earnings. The net gain (loss) associated with cash flow hedges expected to be reclassified from AOCI within 12 months of March 31, 2020 is approximately $803 million. The maximum length of time over which forecasted cash flows are hedged is 10 years.

The pretax change in AOCI from cash flow hedges is presented below. The after-tax impact of cash flow hedges on AOCI is shown in Note 17 to the Consolidated Financial Statements.



	Three Months Ended March 31,
In millions of dollars	2020						2019
Amount of gain (loss) recognized in AOCI on derivatives
Interest rate contracts	$	2,497					$	254
Foreign exchange contracts	(11					)	(8					)
Total gain (loss) recognized in AOCI	$	2,486					$	246
Amount of gain (loss) reclassified from AOCI to earnings⁽¹⁾	Other revenue			Net interest revenue			Other revenue			Net interest revenue
Interest rate contracts	$	—		$	3		$	—		$	(130	)
Foreign exchange contracts	(1		)	—			(2		)	—
Total gain (loss) reclassified from AOCI into earnings	$	(1	)	$	3		$	(2	)	$	(130	)
Net pretax change in cash flow hedges included within AOCI				$	2,484					$	378


(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.

165

Net Investment Hedges

The pretax gain (loss) recorded in Foreign currency translation adjustment within AOCI, related to net investment hedges, was $2,160 million and $(164) million for the three months ended March 31, 2020 and 2019, respectively.

Credit Derivatives

The following tables summarize the key characteristics of Citi’s credit derivatives portfolio by counterparty and derivative form:



	Fair values				Notionals
In millions of dollars at March 31, 2020	Receivable⁽¹⁾		Payable⁽²⁾		Protection purchased		Protection sold
By industry of counterparty
Banks	$	5,665	$	5,633	$	162,933	$	167,923
Broker-dealers	3,400		2,947		63,281		63,382
Non-financial	140		82		4,223		1,825
Insurance and other financial institutions	7,276		6,511		464,781		390,933
Total by industry of counterparty	$	16,481	$	15,173	$	695,218	$	624,063
By instrument
Credit default swaps and options	$	14,555	$	13,459	$	679,118	$	618,108
Total return swaps and other	1,926		1,714		16,100		5,955
Total by instrument	$	16,481	$	15,173	$	695,218	$	624,063
By rating of reference entity
Investment grade	$	5,708	$	5,243	$	542,640	$	481,482
Non-investment grade	10,773		9,930		152,578		142,581
Total by rating of reference entity	$	16,481	$	15,173	$	695,218	$	624,063
By maturity
Within 1 year	$	2,913	$	2,752	$	170,955	$	148,981
From 1 to 5 years	9,195		8,467		429,874		391,944
After 5 years	4,373		3,954		94,389		83,138
Total by maturity	$	16,481	$	15,173	$	695,218	$	624,063


(1)	The fair value amount receivable is composed of $13,355 million under protection purchased and $3,126 million under protection sold.


(2)	The fair value amount payable is composed of $4,088 million under protection purchased and $11,805 million under protection sold.

166



	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 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.

Credit Risk-Related Contingent Features in Derivatives

Certain derivative instruments contain provisions that require the Company to either post additional collateral or immediately settle any outstanding liability balances upon the occurrence of a specified event related to the credit risk of the Company. These events, which are defined by the existing derivative contracts, are primarily downgrades in the credit ratings of the Company and its affiliates.

The fair value (excluding CVA) of all derivative instruments with credit risk-related contingent features that were in a net liability position at both March 31, 2020 and December 31, 2019 was $34 billion and $30 billion, respectively. The Company posted $29 billion and $28 billion as collateral for this exposure in the normal course of business as of March 31, 2020 and December 31, 2019, respectively.

A downgrade could trigger additional collateral or cash settlement requirements for the Company and certain affiliates. In the event that Citigroup and Citibank were downgraded a single notch by all three major rating agencies as of March 31, 2020, the Company could be required to post an additional $1.0 billion as either collateral or settlement of the derivative transactions. In addition, the Company could be required to segregate with third-party custodians collateral previously received from existing derivative counterparties in the amount of $0.2 billion upon the single notch downgrade, resulting in aggregate cash obligations and collateral requirements of approximately $1.2 billion.

Derivatives Accompanied by Financial Asset Transfers

For transfers of financial assets accounted for as a sale by the Company and for which the Company has retained substantially all of the economic exposure to the transferred asset through a total return swap executed with the same counterparty in contemplation of the initial sale (and still outstanding), both the asset amounts derecognized and the gross cash proceeds received as of the date of derecognition were $2.4 billion and $5.8 billion as of March 31, 2020 and December 31, 2019, respectively.

At March 31, 2020, the fair value of these previously derecognized assets was $2.4 billion. The fair value of the total return swaps as of March 31, 2020 was $56 million recorded as gross derivative assets and $115 million recorded as gross derivative liabilities. At December 31, 2019, the fair value of these previously derecognized assets was $5.9 billion, and the fair value of the total return swaps was $117 million recorded as gross derivative assets and $43 million recorded as gross derivative liabilities.

The balances for the total return swaps are on a gross basis, before the application of counterparty and cash collateral netting, and are included primarily as equity derivatives in the tabular disclosures in this Note.

167

20. FAIR VALUE MEASUREMENT

For additional information regarding fair value measurement at Citi, see Note 24 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K.

Market Valuation Adjustments

The table below summarizes the credit valuation adjustments (CVA) and funding valuation adjustments (FVA) applied to the fair value of derivative instruments at March 31, 2020 and December 31, 2019:



	Credit and funding valuation adjustments contra-liability (contra-asset)
In millions of dollars	March 31, 2020			December 31, 2019
Counterparty CVA	$	(1,513	)	$	(705	)
Asset FVA	(1,479		)	(530		)
Citigroup (own-credit) CVA	835			341
Liability FVA	409			72
Total CVA—derivative instruments	$	(1,748	)	$	(822	)

The table below summarizes pretax gains (losses) related to changes in CVA on derivative instruments, net of hedges, FVA on derivatives and debt valuation adjustments (DVA) on Citi’s own fair value option (FVO) liabilities for the periods indicated:



	Credit/funding/debt valuation adjustments gain (loss)
	Three Months Ended March 31,
In millions of dollars	2020			2019
Counterparty CVA	$	(283	)	$	74
Asset FVA	(1,053		)	20
Own-credit CVA	533			(92		)
Liability FVA	337			(48		)
Total CVA—derivative instruments	$	(466	)	$	(46	)
DVA related to own FVO liabilities⁽¹⁾	$	4,188		$	(725	)
Total CVA and DVA	$	3,722		$	(771	)


(1)	See Notes 1 and 17 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K.

Fair Value Hierarchy

ASC 820-10 specifies a hierarchy of inputs based on whether the inputs are observable or unobservable. Observable inputs are developed using market data and reflect market participant assumptions, while unobservable inputs reflect the Company’s market assumptions. These two types of inputs have created the following fair value hierarchy:


•	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.

As required under the fair value hierarchy, the Company considers relevant and observable market inputs in its valuations where possible. The frequency of transactions, the size of the bid-ask spread and the amount of adjustment necessary when comparing similar transactions are all factors in determining the relevance of observed prices in those markets.

168

Items Measured at Fair Value on a Recurring Basis

The following tables present for each of the fair value hierarchy levels the Company’s assets and liabilities that are measured at fair value on a recurring basis at March 31, 2020 and December 31, 2019. The Company may hedge positions that have been classified in the Level 3 category with other

financial instruments (hedging instruments) that may be classified as Level 3, but also with financial instruments classified as Level 1 or Level 2 of the fair value hierarchy. The effects of these hedges are presented gross in the following tables:

Fair Value Levels



In millions of dollars at March 31, 2020	Level 1		Level 2		Level 3		Gross inventory		Netting⁽¹⁾			Net balance
Assets
Securities borrowed and purchased under agreements to resell	$	—	$	270,056	$	300	$	270,356	$	(114,719	)	$	155,637
Trading non-derivative assets
Trading mortgage-backed securities
U.S. government-sponsored agency guaranteed	—		46,727		85		46,812		—			46,812
Residential	—		712		304		1,016		—			1,016
Commercial	—		2,464		44		2,508		—			2,508
Total trading mortgage-backed securities	$	—	$	49,903	$	433	$	50,336	$	—		$	50,336
U.S. Treasury and federal agency securities	$	56,087	$	7,810	$	—	$	63,897	$	—		$	63,897
State and municipal	—		3,131		92		3,223		—			3,223
Foreign government	61,440		18,003		39		79,482		—			79,482
Corporate	1,240		17,618		412		19,270		—			19,270
Equity securities	27,678		8,356		143		36,177		—			36,177
Asset-backed securities	—		1,898		1,561		3,459		—			3,459
Other trading assets⁽²⁾	75		11,203		639		11,917		—			11,917
Total trading non-derivative assets	$	146,520	$	117,922	$	3,319	$	267,761	$	—		$	267,761
Trading derivatives
Interest rate contracts	$	163	$	254,826	$	3,513	$	258,502
Foreign exchange contracts	1		201,879		720		202,600
Equity contracts	65		57,008		596		57,669
Commodity contracts	—		21,827		1,237		23,064
Credit derivatives	—		14,872		1,609		16,481
Total trading derivatives	$	229	$	550,412	$	7,675	$	558,316
Cash collateral paid⁽³⁾							$	28,991
Netting agreements									$	(424,832	)
Netting of cash collateral received									(65,236		)
Total trading derivatives	$	229	$	550,412	$	7,675	$	587,307	$	(490,068	)	$	97,239
Investments
Mortgage-backed securities
U.S. government-sponsored agency guaranteed	$	—	$	43,506	$	47	$	43,553	$	—		$	43,553
Residential	—		752		—		752		—			752
Commercial	—		68		—		68		—			68
Total investment mortgage-backed securities	$	—	$	44,326	$	47	$	44,373	$	—		$	44,373
U.S. Treasury and federal agency securities	$	121,159	$	4,103	$	—	$	125,262	$	—		$	125,262
State and municipal	—		4,778		687		5,465		—			5,465
Foreign government	75,363		41,779		225		117,367		—			117,367
Corporate	6,696		4,263		238		11,197		—			11,197
Marketable equity securities	329		353		—		682		—			682
Asset-backed securities	—		450		16		466		—			466
Other debt securities	—		4,089		—		4,089		—			4,089
Non-marketable equity securities⁽⁴⁾	—		26		354		380		—			380
Total investments	$	203,547	$	104,167	$	1,567	$	309,281	$	—		$	309,281

Table continues on the next page.

169



In millions of dollars at March 31, 2020	Level 1			Level 2			Level 3			Gross inventory		Netting⁽¹⁾			Net balance
Loans	$	—		$	3,462		$	537		$	3,999	$	—		$	3,999
Mortgage servicing rights	—			—			367			367		—			367
Non-trading derivatives and other financial assets measured on a recurring basis	$	3,512		$	11,151		$	—		$	14,663	$	—		$	14,663
Total assets	$	353,808		$	1,057,170		$	13,765		$	1,453,734	$	(604,787	)	$	848,947
Total as a percentage of gross assets⁽⁵⁾	24.8		%	74.2		%	1.0		%
Liabilities
Interest-bearing deposits	$	—		$	2,156		$	491		$	2,647	$	—		$	2,647
Securities loaned and sold under agreements to repurchase	—			171,238			730			171,968		(109,234		)	62,734
Trading account liabilities
Securities sold, not yet purchased	73,734			11,029			1,334			86,097		—			86,097
Other trading liabilities	—			79			—			79		—			79
Total trading liabilities	$	73,734		$	11,108		$	1,334		$	86,176	$	—		$	86,176
Trading derivatives
Interest rate contracts	$	144		$	234,007		$	1,758		$	235,909
Foreign exchange contracts	—			204,675			718			205,393
Equity contracts	37			58,861			2,432			61,330
Commodity contracts	—			24,831			1,779			26,610
Credit derivatives	—			14,380			793			15,173
Total trading derivatives	$	181		$	536,754		$	7,480		$	544,415
Cash collateral received⁽⁶⁾										$	17,023
Netting agreements												$	(424,832	)
Netting of cash collateral paid												(58,787		)
Total trading derivatives	$	181		$	536,754		$	7,480		$	561,438	$	(483,619	)	$	77,819
Short-term borrowings	$	—		$	8,312		$	52		$	8,364	$	—		$	8,364
Long-term debt	—			34,779			18,135			52,914		—			52,914
Total non-trading derivatives and other financial liabilities measured on a recurring basis	$	4,222		$	117		$	—		$	4,339	$	—		$	4,339
Total liabilities	$	78,137		$	764,464		$	28,222		$	887,846	$	(592,853	)	$	294,993
Total as a percentage of gross liabilities⁽⁵⁾	9.0		%	87.8		%	3.2		%


(1)	Represents netting of (i) the amounts due under securities purchased under agreements to resell and the amounts owed under securities sold under agreements to repurchase and (ii) derivative exposures covered by a qualifying master netting agreement and cash collateral offsetting.


(2)	Includes positions related to investments in unallocated precious metals, as discussed in Note 21 to the Consolidated Financial Statements. Also includes physical commodities accounted for at the lower of cost or fair value and unfunded credit products.


(3)	Reflects the net amount of $87,778 million gross cash collateral paid, of which $58,787 million was used to offset trading derivative liabilities.


(4)	Amounts exclude $0.2 billion of investments measured at 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 $82,259 million of gross cash collateral received, of which $65,236 million was used to offset trading derivative assets.

170

Fair Value Levels



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

Table continues on the next page.

171



In millions of dollars at December 31, 2019	Level 1			Level 2			Level 3			Gross inventory		Netting⁽²⁾			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 account 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
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 21 to the Consolidated Financial Statements. Also includes physical commodities accounted for at the lower of cost or fair value and unfunded credit products.


(3)	Reflects the net amount of $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 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.

172

Changes in Level 3 Fair Value Category

The following tables present the changes in the Level 3 fair value category for the three months ended March 31, 2020 and 2019. The gains and losses presented below include changes in the fair value related to both observable and unobservable inputs.

The Company often hedges positions with offsetting positions that are classified in a different level. For example, the gains and losses for assets and liabilities in the Level 3

category presented in the tables below do not reflect the effect of offsetting losses and gains on hedging instruments that may be classified in the Level 1 or Level 2 categories. In addition, the Company hedges items classified in the Level 3 category with instruments also classified in Level 3 of the fair value hierarchy. The hedged items and related hedges are presented gross in the following tables:

Level 3 Fair Value Rollforward



				Net realized/unrealized gains/losses incl. in					Transfers																			Unrealized gains/ losses still held⁽³⁾
In millions of dollars	Dec. 31, 2019			Principal transactions			Other⁽¹⁾⁽²⁾		into Level 3			out of Level 3			Purchases		Issuances		Sales			Settlements			Mar, 31 2020
Assets
Securities borrowed and purchased under agreements to resell	$	303		$	(20	)	$	—	$	—		$	—		$	66	$	—	$	—		$	(49	)	$	300		$	3
Trading non-derivative assets
Trading mortgage- backed securities
U.S. government-sponsored agency guaranteed	10			(75		)	—		12			(3		)	141		—		—			—			85			4
Residential	123			(8		)	—		60			(4		)	178		—		(45		)	—			304			(11		)
Commercial	61			—			—		3			(3		)	27		—		(44		)	—			44			(1		)
Total trading mortgage- backed securities	$	194		$	(83	)	$	—	$	75		$	(10	)	$	346	$	—	$	(89	)	$	—		$	433		$	(8	)
U.S. Treasury and federal agency securities	$	—		$	—		$	—	$	—		$	—		$	—	$	—	$	—		$	—		$	—		$	—
State and municipal	64			2			—		10			(2		)	21		—		(3		)	—			92			—
Foreign government	52			(85		)	—		—			—			86		—		(14		)	—			39			70
Corporate	313			302			—		22			8			215		—		(448		)	—			412			246
Marketable equity securities	100			—			—		28			(3		)	32		—		(14		)	—			143			1
Asset-backed securities	1,177			(169		)	—		239			(4		)	468		—		(150		)	—			1,561			(307		)
Other trading assets	555			193			—		28			(137		)	105		8		(103		)	(10		)	639			195
Total trading non- derivative assets	$	2,455		$	160		$	—	$	402		$	(148	)	$	1,273	$	8	$	(821	)	$	(10	)	$	3,319		$	197
Trading derivatives, net⁽⁴⁾
Interest rate contracts	$	1		$	351		$	—	$	1,383		$	(22	)	$	1	$	56	$	13		$	(28	)	$	1,755		$	314
Foreign exchange contracts	(5		)	(15		)	—		(25		)	9			44		—		(8		)	2			2			19
Equity contracts	(1,596		)	(210		)	—		(287		)	224			3		—		(1		)	31			(1,836		)	(223		)
Commodity contracts	(59		)	(459		)	—		38			(56		)	46		—		(34		)	(18		)	(542		)	(441		)
Credit derivatives	(56		)	946			—		154			(286		)	—		—		—			58			816			946
Total trading derivatives, net⁽⁴⁾	$	(1,715	)	$	613		$	—	$	1,263		$	(131	)	$	94	$	56	$	(30	)	$	45		$	195		$	615

Table continues on the next page.

173



			Net realized/unrealized gains/losses incl. in						Transfers																	Unrealized gains/losses still held⁽³⁾
In millions of dollars	Dec. 31, 2019		Principal transactions			Other⁽¹⁾⁽²⁾			into Level 3		out of Level 3			Purchases		Issuances		Sales			Settlements			Mar. 31, 2020
Investments
Mortgage-backed securities
U.S. government-sponsored agency guaranteed	$	32	$	—		$	14		$	—	$	1		$	—	$	—	$	—		$	—		$	47	$	34
Residential	—		—			—			—		—			—		—		—			—			—		—
Commercial	—		—			—			—		—			—		—		—			—			—		—
Total investment mortgage-backed securities	$	32	$	—		$	14		$	—	$	1		$	—	$	—	$	—		$	—		$	47	$	34
U.S. Treasury and federal agency securities	$	—	$	—		$	—		$	—	$	—		$	—	$	—	$	—		$	—		$	—	$	—
State and municipal	623		—			(31		)	138		—			—		—		(43		)	—			687		(9		)
Foreign government	96		—			(2		)	27		—			147		—		(43		)	—			225		(16		)
Corporate	45		—			(8		)	49		—			152		—		—			—			238		—
Marketable equity securities	—		—			—			—		—			—		—		—			—			—		—
Asset-backed securities	22		—			5			—		—			—		—		(11		)	—			16		—
Other debt securities	—		—			—			—		—			—		—		—			—			—		—
Non-marketable equity securities	441		—			(74		)	—		—			—		—		(3		)	(10		)	354		(76		)
Total investments	$	1,259	$	—		$	(96	)	$	214	$	1		$	299	$	—	$	(100	)	$	(10	)	$	1,567	$	(67	)
Loans	$	402	$	—		$	(79	)	$	217	$	(1	)	$	—	$	—	$	—		$	(2	)	$	537	$	(127	)
Mortgage servicing rights	495		—			(143		)	—		—			—		32		—			(17		)	367		(133		)
Other financial assets measured on a recurring basis	1		—			—			—		—			—		—		(1		)	—			—		—
Liabilities
Interest-bearing deposits	$	215	$	—		$	(6	)	$	278	$	—		$	—	$	—	$	—		$	(8	)	$	491	$	—
Securities loaned and sold under agreements to repurchase	757		27			—			—		—			—		—		—			—			730		(33		)
Trading account liabilities
Securities sold, not yet purchased	48		(101		)	—			1,208		(10		)	—		9		—			(22		)	1,334		(240		)
Other trading liabilities	—		—			—			—		—			—		—		—			—			—		—
Short-term borrowings	13		10			—			11		—			—		38		—			—			52		10
Long-term debt	17,169		1,951			—			2,051		(1,491		)	—		3,340		—			(983		)	18,135		1,167
Other financial liabilities measured on a recurring basis	—		—			—			—		—			—		2		—			(2		)	—		—


(1)	Changes in fair value of available-for-sale debt securities are recorded in AOCI, unless related to other-than-temporary impairment, while gains and losses from sales are recorded in Realized gains (losses) from sales of investments in the Consolidated Statement of Income.


(2)	Unrealized gains (losses) on MSRs are recorded in Other revenue in the Consolidated Statement of Income.


(3)	Represents the amount of total gains or losses for the period, included in earnings (and AOCI for changes in fair value of available-for-sale debt securities), attributable to the change in fair value relating to assets and liabilities classified as Level 3 that are still held at March 31, 2020.


(4)	Total Level 3 trading derivative assets and liabilities have been netted in these tables for presentation purposes only.

174



				Net realized/unrealized gains (losses) incl. in						Transfers																					Unrealized gains (losses) still held⁽³⁾
In millions of dollars	Dec. 31, 2018			Principal transactions			Other⁽¹⁾⁽²⁾			into Level 3			out of Level 3			Purchases			Issuances			Sales			Settlements			Mar. 31, 2019
Assets
Securities borrowed and purchased under agreements to resell	$	115		$	(4	)	$	—		$	(4	)	$	3		$	45		$	—		$	—		$	(89	)	$	66		$	(2	)
Trading non-derivative assets
Trading mortgage- backed securities
U.S. government-sponsored agency guaranteed	156			—			—			—			(25		)	48			—			(25		)	—			154			3
Residential	268			1			—			5			(31		)	69			—			(184		)	—			128			10
Commercial	77			2			—			2			(1		)	24			—			(35		)	—			69			1
Total trading mortgage- backed securities	$	501		$	3		$	—		$	7		$	(57	)	$	141		$	—		$	(244	)	$	—		$	351		$	14
U.S. Treasury and federal agency securities	$	1		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	(1	)	$	—		$	—
State and municipal	200			(1		)	—			—			(19		)	1			—			(3		)	—			178			—
Foreign government	31			(1		)	—			9			—			3			—			(3		)	—			39			1
Corporate	360			90			—			21			(26		)	69			(33		)	(103		)	—			378			(35		)
Marketable equity securities	153			(10		)	—			1			(11		)	9			—			(15		)	—			127			14
Asset-backed securities	1,484			(26		)	—			7			(32		)	221			—			(225		)	—			1,429			38
Other trading assets	818			5			—			13			(32		)	340			4			(102		)	(4		)	1,042			(20		)
Total trading non- derivative assets	$	3,548		$	60		$	—		$	58		$	(177	)	$	784		$	(29	)	$	(695	)	$	(5	)	$	3,544		$	12
Trading derivatives, net⁽⁴⁾
Interest rate contracts	$	(154	)	$	(51	)	$	—		$	(15	)	$	27		$	6		$	12		$	—		$	59		$	(116	)	$	(60	)
Foreign exchange contracts	(6		)	60			—			(15		)	15			3			—			(4		)	(7		)	46			28
Equity contracts	(784		)	(294		)	—			(154		)	9			(1		)	(59		)	2			(64		)	(1,345		)	(222		)
Commodity contracts	(18		)	280			—			(3		)	10			54			—			(34		)	15			304			300
Credit derivatives	61			(319		)	—			(18		)	232			—			—			—			78			34			(320		)
Total trading derivatives, net⁽⁴⁾	$	(901	)	$	(324	)	$	—		$	(205	)	$	293		$	62		$	(47	)	$	(36	)	$	81		$	(1,077	)	$	(274	)
Investments
Mortgage-backed securities
U.S. government-sponsored agency guaranteed	$	32		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	32		$	(2	)
Residential	—			—			—			—			—			—			—			—			—			—			—
Commercial	—			—			—			—			—			—			—			—			—			—			—
Total investment mortgage-backed securities	$	32		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	32		$	(2	)
U.S. Treasury and federal agency securities	$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—		$	—
State and municipal	708			—			52			3			—			185			—			(38		)	—			910			44
Foreign government	68			—			(4		)	—			—			39			—			(32		)	—			71			(1		)
Corporate	156			—			—			—			(94		)	—			—			(2		)	—			60			—
Marketable equity securities	—			—			—			—			—			—			—			—			—			—			—
Asset-backed securities	187			—			(2		)	94			—			550			—			(23		)	—			806			(4		)
Other debt securities	—			—			—			—			—			—			—			—			—			—			—
Non-marketable equity securities	586			—			22			—			—			4			—			(86		)	(21		)	505			(11		)
Total investments	$	1,737		$	—		$	68		$	97		$	(94	)	$	778		$	—		$	(181	)	$	(21	)	$	2,384		$	26

175



			Net realized/unrealized gains (losses) incl. in						Transfers																			Unrealized gains (losses) still held⁽³⁾
In millions of dollars	Dec. 31, 2018		Principal transactions			Other⁽¹⁾⁽²⁾			into Level 3			out of Level 3			Purchases		Issuances			Sales			Settlements			Mar. 31, 2019
Loans	$	277	$	—		$	45		$	125		$	(70	)	$	6	$	—		$	(10	)	$	—		$	373	$	45
Mortgage servicing rights	584		—			(27		)	—			—			—		12			—			(18		)	551		(25		)
Other financial assets measured on a recurring basis	—		—			16			—			—			—		(2		)	(4		)	(10		)	—		12
Liabilities
Interest-bearing deposits	$	495	$	—		$	(10	)	$	1		$	(4	)	$	—	$	674		$	—		$	(129	)	$	1,047	$	(157	)
Securities loaned and sold under agreements to repurchase	983		4			—			(1		)	4			—		—			1			58			1,041		(2		)
Trading account liabilities
Securities sold, not yet purchased	586		124			—			1			(441		)	—		—			—			(7		)	15		13
Other trading liabilities	—		—			—			—			—			—		—			—			—			—		—
Short-term borrowings	37		23			—			9			(6		)	—		153			—			—			170		18
Long-term debt	12,570		(407		)	—			877			(1,601		)	—		5,950			(3		)	(4,466		)	13,734		(1,001		)
Other financial liabilities measured on a recurring basis	—		—			—			—			—			—		—			—			—			—		—


(1)	Changes in fair value of available-for-sale debt securities are recorded in AOCI, unless related to other-than-temporary impairment, while gains and losses from sales are recorded in Realized gains (losses) from sales of investments in the Consolidated Statement of Income.


(2)	Unrealized gains (losses) on MSRs are recorded in Other revenue in the Consolidated Statement of Income.


(3)	Represents the amount of total gains or losses for the period, included in earnings (and AOCI for changes in fair value of available-for-sale debt securities), attributable to the change in fair value relating to assets and liabilities classified as Level 3 that are still held at March 31, 2019.


(4)	Total Level 3 trading derivative assets and liabilities have been netted in these tables for presentation purposes only.

Level 3 Fair Value Rollforward

The following were the significant Level 3 transfers for the period December 31, 2019 to March 31, 2020:


•	Transfers of Interest rate contracts of $1.4 billion from Level 2 to Level 3 due to interest rate option volatility becoming an unobservable and/or significant input relative to the overall valuation of inflation and other interest rate derivatives.


•	Transfers of Securities sold, not purchased of $1.2 billion from Level 2 to Level 3, mainly related to a structured debt product where unobservable credit spreads widened, causing the value of the embedded credit derivative feature to become significant relative to the total value of the instrument.

•

Transfers of Long-term debt of $2.1 billion from Level 2 to Level 3, resulting from interest rate option volatility inputs becoming unobservable and/or significant relative to the overall valuation of certain structured long-term debt products. In other instances, market changes have resulted in unobservable volatility becoming an insignificant input to the overall valuation of the instrument (e.g., when an option becomes deep-in or deep-out of the money). This has resulted in $1.5 billion of certain structured long-term debt products being transferred from Level 3 to Level 2.

The following were the significant Level 3 transfers for the period December 31, 2018 to March 31, 2019:


•	Transfers of Long-term debt of $0.9 billion from Level 2 to Level 3, and of $1.6 billion from Level 3 to Level 2, mainly related to structured debt, reflecting changes in the significance of unobservable inputs as well as certain underlying market inputs becoming less or more observable.

176

Valuation Techniques and Inputs for Level 3 Fair Value

Measurements

The following tables present the valuation techniques covering the majority of Level 3 inventory and the most significant unobservable inputs used in Level 3 fair value measurements. Differences between this table and amounts presented in the Level 3 Fair Value Rollforward table represent individually immaterial items that have been measured using a variety of valuation techniques other than those listed.



As of March 31, 2020	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	$	300	Model-based	Credit spread	15 bps			15 bps			15 bps
				Interest rate	0.15		%	1.87		%	1.51		%
Mortgage-backed securities	$	328	Price-based	Price	$	43		$	121		$	90
	115		Yield analysis	Yield	1.30		%	12.44		%	4.81		%
State and municipal, foreign government, corporate and other debt securities	$	1,334	Price-based	Price	$	34		$	1,014		$	88
	672		Model-based	Credit spread	35 bps			295 bps			210 bps
Marketable equity securities⁽⁵⁾	$	93	Price-based	Price	$	—		$	28,483		$	1,051
	50		Model-based	WAL	1.24 years			1.24 years			1.24 years
				Recovery (in millions)	$	5,450		$	5,450		$	5,450
Asset-backed securities	$	958	Price-based	Price	$	1		$	100		$	52
	610		Yield analysis	Yield	3.72		%	25.26		%	11.37		%
Non-marketable equities	$	240	Comparables analysis	Price	$	3		$	1,513		$	805
	88		Price-based	Appraised value (in thousands)	$	571		$	25,002		$	10,799
				Revenue multiple	1.80x			20.50x			5.34x
				PE ratio	9.60x			23.80x			15.48x
				Discount to price	—		%	10.00		%	57.00		%
				Price to book ratio	0.60x			1.60x			0.96x
Derivatives—gross⁽⁶⁾
Interest rate contracts (gross)	$	5,028	Model-based	Inflation volatility	0.22		%	2.93		%	0.81		%
				IR normal volatility	0.25		%	1.15		%	0.58		%
Foreign exchange contracts (gross)	$	1,438	Model-based	FX volatility	7.85		%	27.91		%	12.62		%
				Credit spread	60 bps			661 bps			283 bps
				IR normal volatility	0.22		%	1.15		%	0.60		%
				IR-FX correlation	40.00		%	60.00		%	50.00		%
				IR-IR correlation	(51.00		)%	40.00		%	32.65		%
				Interest rate	0.78		%	58.26		%	13.77		%
Equity contracts (gross)⁽⁷⁾	$	3,011	Model-based	Forward price	61.52		%	107.02		%	92.93		%
				Equity volatility	4.89		%	61.94		%	28.54		%
Commodity and other contracts (gross)	$	3,015	Model-based	Forward price	33.94		%	583.93		%	116.44		%
				Commodity correlation	(41.42		)%	90.86		%	55.61		%

177



As of March 31, 2020	Fair value⁽¹⁾ (in millions)		Methodology	Input	Low⁽²⁾⁽³⁾			High⁽²⁾⁽³⁾			Weighted average⁽⁴⁾
				Commodity volatility	0.65		%	138.96		%	29.38		%
Credit derivatives (gross)	$	1,985	Model-based	Credit correlation	25.00		%	90.00		%	44.94		%
	417		Price-based	Credit spread	17 bps			710 bps			170 bps
				Recovery rate	1.00		%	65.00		%	36.93		%
				Upfront points	2.50		%	108.63		%	65.28		%
Loans and leases	$	495	Model-based	Equity volatility	24.01		%	177.87		%	66.18		%
				Credit spread	34 bps			576 bps			189 bps
Mortgage servicing rights	$	290	Cash flow	Yield	2.45		%	12.00		%	6.56		%
	77		Model-based	WAL	2.94 years			5.97 years			4.6 years
Liabilities
Interest-bearing deposits	$	491	Model-based	IR normal volatility	0.35		%	1.15		%	0.59		%
Securities loaned and sold under agreement to repurchase	$	730	Model-based	Interest rate	0.15		%	1.84		%	1.01		%
Trading account liabilities
Securities sold, not yet purchased	$	1,165	Model-based	Credit spread	505 bps			1,100 bps			747 bps
	155		Price-based	Price	$	—		$	7,038		$	107
Short-term borrowings and long-term debt	$	18,260	Model-based	IR normal volatility	0.22		%	1.15		%	0.56		%
				Forward price	33.94		%	583.93		%	92.99		%



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		%

178



As of December 31, 2019	Fair value⁽¹⁾ (in millions)		Methodology	Input	Low⁽²⁾⁽³⁾			High⁽²⁾⁽³⁾			Weighted average⁽⁴⁾
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
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		%


(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 non-trading account derivatives—assets and liabilities—are presented on a gross absolute value basis.


(7)	Includes hybrid products.

179

Items Measured at Fair Value on a Nonrecurring Basis

Certain assets and liabilities are measured at fair value on a nonrecurring basis and, therefore, are not included in the tables above. These include assets measured at cost that have been written down to fair value during the periods as a result of an impairment. These also include non-marketable equity securities that have been measured using the measurement alternative and are either (i) written down to fair value during the periods as a result of an impairment or (ii) adjusted upward or downward to fair value as a result of a transaction observed during the periods for the identical or similar investment of the same issuer. In addition, these assets include loans held-for-sale and other real estate owned that are measured at the lower of cost or market value.

The following tables present the carrying amounts of all assets that were still held for which a nonrecurring fair value measurement was recorded:



In millions of dollars	Fair value		Level 2		Level 3
March 31, 2020
Loans HFS⁽¹⁾	$	4,951	$	781	$	4,170
Other real estate owned	15		8		7
Loans⁽²⁾	759		553		206
Non-marketable equity securities measured using the measurement alternative	308		308		—
Total assets at fair value on a nonrecurring basis	$	6,033	$	1,650	$	4,383



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


(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.

180

Valuation Techniques and Inputs for Level 3 Nonrecurring Fair Value Measurements

The following tables present the valuation techniques covering the majority of Level 3 nonrecurring fair value measurements and the most significant unobservable inputs used in those measurements:



As of March 31, 2020	Fair value⁽¹⁾ (in millions)		Methodology	Input	Low⁽²⁾			High			Weighted average⁽³⁾
Loans held-for-sale	$	4,107	Price-based	Price	$	80		$	100		$	95
Other real estate owned	$	7	Recovery analysis	Appraised value⁽⁴⁾	$	187,166		$	2,333,138		$	2,019,646
Loans⁽⁵⁾	$	146	Recovery analysis	Recovery rate	—		%	100.00		%	59.77		%
	28		Price based	Cost of capital	0.10		%	100.00		%	56.50		%
				Appraised value	$	17,521,218		$	43,646,426		$	30,583,822



As of December 31, 2019	Fair value⁽¹⁾ (in millions)		Methodology	Input	Low⁽²⁾			High			Weighted average⁽³⁾
Loans held-for-sale	$	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


(1)	The fair value amounts presented in this table represent the primary valuation technique or techniques for each class of assets or liabilities.


(2)	Some inputs are shown as zero due to rounding.


(3)	Weighted averages are calculated based on the fair values of the instruments.


(4)	Appraised values are disclosed in whole dollars.


(5)	Represents impaired loans held for investment whose carrying amounts are based on the fair value of the underlying collateral, primarily real estate secured loans.


(6)	Includes estimated costs to sell.

Nonrecurring Fair Value Changes

The following tables present total nonrecurring fair value measurements for the period, included in earnings, attributable to the change in fair value relating to assets that were still held:



	Three Months Ended March 31,
In millions of dollars	2020			2019
Loans HFS	$	(391	)	$	(2	)
Other real estate owned	—			1
Loans⁽¹⁾	(44		)	(27		)
Non-marketable equity securities measured using the measurement alternative	22			61
Total nonrecurring fair value gains (losses)	$	(413	)	$	33


(1)	Represents loans held for investment whose carrying amount is based on the fair value of the underlying collateral, primarily real estate.

181

Estimated Fair Value of Financial Instruments Not Carried at Fair Value

The following table presents the carrying value and fair value of Citigroup’s financial instruments that are not carried at fair value. The table below therefore excludes items measured at fair value on a recurring basis presented in the tables above.



	March 31, 2020				Estimated fair value
	Carrying value		Estimated fair value
In billions of dollars					Level 1		Level 2		Level 3
Assets
Investments	$	88.7	$	90.0	$	1.6	$	86.2	$	2.2
Securities borrowed and purchased under agreements to resell	106.9		106.9		—		106.9		—
Loans⁽¹⁾⁽²⁾	695.1		711.2		—		—		711.2
Other financial assets⁽²⁾⁽³⁾	386.9		386.9		269.6		16.3		101.0
Liabilities
Deposits	$	1,182.3	$	1,182.3	$	—	$	978.4	$	203.9
Securities loaned and sold under agreements to repurchase	159.6		159.6		—		159.6		—
Long-term debt⁽⁴⁾	213.2		214.8		—		185.0		29.8
Other financial liabilities⁽⁵⁾	145.6		145.6		—		19.8		125.8



	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


(1)	The carrying value of loans is net of the Allowance for loan losses of $20.8 billion for March 31, 2020 and $12.8 billion for December 31, 2019. In addition, the carrying values exclude $1.1 billion and $1.4 billion of lease finance receivables at March 31, 2020 and December 31, 2019, respectively.


(2)	Includes items measured at fair value on a nonrecurring basis.


(3)	Includes cash and due from banks, deposits with banks, brokerage receivables, reinsurance recoverables and other financial instruments included in Other assets on the Consolidated Balance Sheet, for all of which the carrying value is a reasonable estimate of fair value.


(4)	The carrying value includes long-term debt balances under qualifying fair value hedges.


(5)	Includes brokerage payables, separate and variable accounts, short-term borrowings (carried at cost) and other financial instruments included in Other liabilities on the Consolidated Balance Sheet, for all of which the carrying value is a reasonable estimate of fair value.

The estimated fair values of the Company’s corporate unfunded lending commitments at March 31, 2020 and December 31, 2019 were liabilities of $10.4 billion and $5.1 billion, respectively, substantially all of which are classified as Level 3. The Company does not estimate the fair values of

consumer unfunded lending commitments, which are generally cancellable by providing notice to the borrower.

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21. FAIR VALUE ELECTIONS

The Company may elect to report most financial instruments and certain other items at fair value on an instrument-by-instrument basis with changes in fair value reported in earnings, other than DVA (see below). The election is made upon the initial recognition of an eligible financial asset, financial liability or firm commitment or when certain specified reconsideration events occur. The fair value election may not otherwise be revoked once an election is made. The

changes in fair value are recorded in current earnings, other than DVA, which is reported in AOCI. Additional discussion regarding the applicable areas in which fair value elections were made is presented in Note 20 to the Consolidated Financial Statements.

The Company has elected fair value accounting for its mortgage servicing rights (MSRs). See Note 18 to the Consolidated Financial Statements for further discussions regarding the accounting and reporting of MSRs.

The following table presents the changes in fair value of those items for which the fair value option has been elected:



	Changes in fair value—gains/losses
	Three Months Ended March 31,
In millions of dollars	2020			2019
Assets
Securities borrowed and purchased under agreements to resell	$	92		$	29
Trading account assets	(834		)	167
Investments	—			—
Loans
Certain corporate loans	(863		)	(133		)
Certain consumer loans	1			—
Total loans	$	(862	)	$	(133	)
Other assets
MSRs	$	(143	)	$	(27	)
Certain mortgage loans HFS⁽¹⁾	62			16
Total other assets	$	(81	)	$	(11	)
Total assets	$	(1,685	)	$	52
Liabilities
Interest-bearing deposits	$	112		$	(91	)
Securities loaned and sold under agreements to repurchase	(288		)	35
Trading account liabilities	(61		)	11
Short-term borrowings⁽²⁾	1,256			(175		)
Long-term debt⁽²⁾	7,365			(2,681		)
Total liabilities	$	8,384		$	(2,901	)


(1)	Includes gains (losses) associated with interest rate lock commitments for those loans that have been originated and elected under the fair value option.


(2)	Includes DVA that is included in AOCI. See Notes 17 and 20 to the Consolidated Financial Statements.

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Own Debt Valuation Adjustments (DVA)

Own debt valuation adjustments are recognized on Citi’s liabilities for which the fair value option has been elected using Citi’s credit spreads observed in the bond market. Changes in fair value of fair value option liabilities related to changes in Citigroup’s own credit spreads (DVA) are reflected as a component of AOCI.

Among other variables, the fair value of liabilities for which the fair value option has been elected (other than non-recourse debt and similar liabilities) is impacted by the narrowing or widening of the Company’s credit spreads.

The estimated changes in the fair value of these non-derivative liabilities due to such changes in the Company’s own credit spread (or instrument-specific credit risk) were a gain of $4,188 million and a loss of $725 million for the three months ended March 31, 2020 and 2019, respectively. Changes in fair value resulting from changes in instrument-specific credit risk were estimated by incorporating the Company’s current credit spreads observable in the bond market into the relevant valuation technique used to value each liability as described above.

The Fair Value Option for Financial Assets and Financial Liabilities

Selected Portfolios of Securities Purchased Under Agreements to Resell, Securities Borrowed, Securities Sold Under Agreements to Repurchase, Securities Loaned and Certain Uncollateralized Short-Term Borrowings

The Company elected the fair value option for certain portfolios of fixed income securities purchased under agreements to resell and fixed income securities sold under agreements to repurchase, securities borrowed, securities loaned and certain uncollateralized short-term borrowings held primarily by broker-dealer entities in the United States, the United Kingdom and Japan. In each case, the election was made because the related interest rate risk is managed on a portfolio basis, primarily with offsetting derivative instruments that are accounted for at fair value through earnings.

Changes in fair value for transactions in these portfolios are recorded in Principal transactions. The related interest revenue and interest expense are measured based on the contractual rates specified in the transactions and are reported as Interest revenue and Interest expense in the Consolidated Statement of Income.

Certain Loans and Other Credit Products

Citigroup has also elected the fair value option for certain other originated and purchased loans, including certain unfunded loan products, such as guarantees and letters of credit, executed by Citigroup’s lending and trading businesses. None of these credit products are highly leveraged financing commitments. Significant groups of transactions include loans and unfunded loan products that are expected to be either sold or securitized in the near term, or transactions where the economic risks are hedged with derivative instruments, such as purchased credit default swaps or total return swaps where the Company pays the total return on the underlying loans to a third party. Citigroup has elected the fair value option to mitigate accounting mismatches in cases where hedge accounting is complex and to achieve operational simplifications. Fair value was not elected for most lending transactions across the Company.

The following table provides information about certain credit products carried at fair value:



	March 31, 2020				December 31, 2019
In millions of dollars	Trading assets		Loans		Trading assets		Loans
Carrying amount reported on the Consolidated Balance Sheet	$	9,228	$	3,999	$	8,320	$	4,086
Aggregate unpaid principal balance in excess of (less than) fair value	1,012		593		410		315
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	—		—		—		—

184

In addition to the amounts reported above, $1,068 million and $1,062 million of unfunded commitments related to certain credit products selected for fair value accounting were outstanding as of March 31, 2020 and December 31, 2019, respectively.

Changes in the fair value of funded and unfunded credit products are classified in Principal transactions in Citi’s Consolidated Statement of Income. Related interest revenue is measured based on the contractual interest rates and reported as Interest revenue on Trading account assets or loan interest depending on the balance sheet classifications of the credit products. The changes in fair value for the three months ended March 31, 2020 and 2019 due to instrument-specific credit risk totaled to a loss of $(83) million and a gain of $18 million, respectively.

Certain Investments in Unallocated Precious Metals

Citigroup invests in unallocated precious metals accounts (gold, silver, platinum and palladium) as part of its commodity and foreign currency trading activities or to economically hedge certain exposures from issuing structured liabilities. Under ASC 815, the investment is bifurcated into a debt host contract and a commodity forward derivative instrument. Citigroup elects the fair value option for the debt host contract, and reports the debt host contract within Trading account assets on the Company’s Consolidated Balance Sheet. The total carrying amount of debt host contracts across unallocated precious metals accounts was approximately $0.4 billion and $0.2 billion at March 31, 2020 and December 31, 2019, respectively. The amounts are expected to fluctuate based on trading activity in future periods.

As part of its commodity and foreign currency trading activities, Citi trades unallocated precious metals investments and executes forward purchase and forward sale derivative contracts with trading counterparties. When Citi sells an unallocated precious metals investment, Citi’s receivable from its depository bank is repaid and Citi derecognizes its investment in the unallocated precious metal. The forward purchase or sale contract with the trading counterparty indexed to unallocated precious metals is accounted for as a derivative, at fair value through earnings. As of March 31, 2020, there were approximately $10.5 billion and $8.1 billion of notional amounts of such forward purchase and forward sale derivative contracts outstanding, respectively.

Certain Investments in Private Equity and

Real Estate Ventures

Citigroup invests in private equity and real estate ventures for the purpose of earning investment returns and for capital appreciation. The Company has elected the fair value option for certain of these ventures, because such investments are considered similar to many private equity or hedge fund activities in Citi’s investment companies, which are reported at fair value. The fair value option brings consistency in the accounting and evaluation of these investments. All investments (debt and equity) in such private equity and real estate entities are accounted for at fair value. These investments are classified as Investments on Citigroup’s Consolidated Balance Sheet.

Changes in the fair values of these investments are classified in Other revenue in the Company’s Consolidated Statement of Income.

Certain Mortgage Loans Held-for-Sale (HFS)

Citigroup has elected the fair value option for certain purchased and originated prime fixed-rate and conforming adjustable-rate first mortgage loans HFS. These loans are intended for sale or securitization and are hedged with derivative instruments. The Company has elected the fair value option to mitigate accounting mismatches in cases where hedge accounting is complex and to achieve operational simplifications.

The following table provides information about certain mortgage loans HFS carried at fair value:



In millions of dollars	March 31, 2020		December 31, 2019
Carrying amount reported on the Consolidated Balance Sheet	$	1,109	$	1,254
Aggregate fair value in excess of (less than) unpaid principal balance	54		(31		)
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	—		—

185

The changes in the fair values of these mortgage loans are reported in Other revenue in the Company’s Consolidated Statement of Income. There was no net change in fair value during the three months ended March 31, 2020 and 2019 due to instrument-specific credit risk. Related interest income continues to be measured based on the contractual interest rates and reported as Interest revenue in the Consolidated Statement of Income.

Certain Structured Liabilities

The Company has elected the fair value option for certain structured liabilities whose performance is linked to structured interest rates, inflation, currency, equity, referenced credit or commodity risks. The Company elected the fair value option because these exposures are considered to be trading-related positions and, therefore, are managed on a fair value basis. These positions will continue to be classified as debt, deposits or derivatives (Trading account liabilities) on the Company’s Consolidated Balance Sheet according to their legal form.

The following table provides information about the carrying value of structured notes, disaggregated by type of embedded derivative instrument:



In billions of dollars	March 31, 2020		December 31, 2019
Interest rate linked	$	22.0	$	22.9
Foreign exchange linked	0.7		0.9
Equity linked	18.9		21.7
Commodity linked	1.7		1.8
Credit linked	2.2		2.4
Total	$	45.5	$	49.7

The portion of the changes in fair value attributable to changes in Citigroup’s own credit spreads (DVA) is reflected as a component of AOCI while all other changes in fair value are reported in Principal transactions. Changes in the fair value of these structured liabilities include accrued interest, which is also included in the change in fair value reported in Principal transactions.

Certain Non-Structured Liabilities

The Company has elected the fair value option for certain non-structured liabilities with fixed and floating interest rates. The Company has elected the fair value option where the interest rate risk of such liabilities may be economically hedged with derivative contracts or the proceeds are used to purchase financial assets that will also be accounted for at fair value through earnings. The elections have been made to mitigate accounting mismatches and to achieve operational simplifications. These positions are reported in Short-term borrowings and Long-term debt on the Company’s Consolidated Balance Sheet. The portion of the changes in fair value attributable to changes in Citigroup’s own credit spreads (DVA) is reflected as a component of AOCI while all other changes in fair value are reported in Principal transactions.

Interest expense on non-structured liabilities is measured based on the contractual interest rates and reported as Interest expense in the Consolidated Statement of Income.

The following table provides information about long-term debt carried at fair value:



In millions of dollars	March 31, 2020		December 31, 2019
Carrying amount reported on the Consolidated Balance Sheet	$	52,914	$	55,783
Aggregate unpaid principal balance in excess of (less than) fair value	2,130		(2,967		)

The following table provides information about short-term borrowings carried at fair value:



In millions of dollars	March 31, 2020		December 31, 2019
Carrying amount reported on the Consolidated Balance Sheet	$	8,364	$	4,946
Aggregate unpaid principal balance in excess of (less than) fair value	666		1,411

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22. GUARANTEES, LEASES AND COMMITMENTS

Citi provides a variety of guarantees and indemnifications to its customers to enhance their credit standing and enable them to complete a wide variety of business transactions. For

certain contracts meeting the definition of a guarantee, the guarantor must recognize, at inception, a liability for the fair value of the obligation undertaken in issuing the guarantee.

In addition, the guarantor must disclose the maximum potential amount of future payments that the guarantor could be required to make under the guarantee, if there were a total

default by the guaranteed parties. The determination of the maximum potential future payments is based on the notional amount of the guarantees without consideration of possible

recoveries under recourse provisions or from collateral held or pledged. As such, Citi believes such amounts bear no relationship to the anticipated losses, if any, on these guarantees.

For additional information regarding Citi’s guarantees and indemnifications included in the tables below, as well as its other guarantees and indemnifications excluded from the tables below, see Note 26 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K.

The following tables present information about Citi’s guarantees at March 31, 2020 and December 31, 2019:



	Maximum potential amount of future payments
In billions of dollars at March 31, 2020	Expire within 1 year		Expire after 1 year		Total amount outstanding		Carrying value (in millions of dollars)
Financial standby letters of credit	$	29.3	$	57.3	$	86.6	$	147
Performance guarantees	6.5		5.6		12.1		23
Derivative instruments considered to be guarantees	22.3		51.7		74.0		2,660
Loans sold with recourse	—		1.2		1.2		7
Securities lending indemnifications⁽¹⁾	107.8		—		107.8		—
Credit card merchant processing⁽¹⁾⁽²⁾	84.2		—		84.2		—
Credit card arrangements with partners	0.2		0.4		0.6		7
Custody indemnifications and other	—		28.6		28.6		40
Total	$	250.3	$	144.8	$	395.1	$	2,884



	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	35.2		60.8		96.0		474
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	$	253.6	$	164.0	$	417.6	$	706


(1)	The carrying values of securities lending indemnifications and credit card merchant processing were not material for either period presented, as the probability of potential liabilities arising from these guarantees is minimal.

(2)

At March 31, 2020 and December 31, 2019, this maximum potential exposure was estimated to be $84 billion and $92 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.

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Loans Sold with Recourse

Loans sold with recourse represent Citi’s obligations to

reimburse the buyers for loan losses under certain

circumstances. Recourse refers to the clause in a sales

agreement under which a seller/lender will fully reimburse

the buyer/investor for any losses resulting from the

purchased loans. This may be accomplished by the seller

taking back any loans that become delinquent.

In addition to the amounts shown in the tables above,

Citi has recorded a repurchase reserve for its potential

repurchases or make-whole liability regarding residential

mortgage representation and warranty claims related to its

whole loan sales to U.S. government-sponsored

agencies and, to a lesser extent, private investors. The repurchase reserve was approximately $32 million and $37 million at March 31, 2020 and December 31, 2019, respectively, and these amounts are included in Other liabilities on the Consolidated Balance Sheet.

Credit Card Arrangements with Partners

Citi, in certain of its credit card partner arrangements,

provides guarantees to the partner regarding the volume of

certain customer originations during the term of the

agreement. To the extent that such origination targets are not met, the guarantees serve to compensate the partner for certain payments that otherwise would have been generated in connection with such originations.

Other Guarantees and Indemnifications

Credit Card Protection Programs

Citi, through its credit card businesses, provides various

cardholder protection programs on several of its card

products, including programs that provide insurance

coverage for rental cars, coverage for certain losses

associated with purchased products, price protection for

certain purchases and protection for lost luggage. These

guarantees are not included in the table, since the total

outstanding amount of the guarantees and Citi’s maximum

exposure to loss cannot be quantified. The protection is

limited to certain types of purchases and losses, and it is not

possible to quantify the purchases that would qualify for

these benefits at any given time. Citi assesses the probability

and amount of its potential liability related to these programs

based on the extent and nature of its historical loss

experience. At March 31, 2020 and December 31, 2019, the actual and estimated losses incurred and the carrying value of Citi’s obligations related to these programs were

immaterial.

Value-Transfer Networks (Including Exchanges and Clearing Houses) (VTNs)

Citi is a member of, or shareholder in, hundreds of value-transfer networks (VTNs) (payment, clearing and settlement

systems as well as exchanges) around the world. As a

condition of membership, many of these VTNs require that

members stand ready to pay a pro rata share of the losses

incurred by the organization due to another member’s default

on its obligations. Citi’s potential obligations may be limited

to its membership interests in the VTNs, contributions to the

VTN’s funds, or, in certain narrow cases, to the full pro rata share. The maximum exposure is difficult to estimate as

this would require an assessment of claims that have

not yet occurred; however, Citi believes the risk of loss is remote given historical experience with the VTNs. Accordingly, Citi’s participation in VTNs is not reported in the guarantees tables above, and there are no amounts reflected on the Consolidated Balance Sheet as of March 31, 2020 or December 31, 2019 for potential obligations that could arise from Citi’s involvement with VTN associations.

Long-Term Care Insurance Indemnification

In 2000, Travelers Life & Annuity (Travelers), then a subsidiary of Citi, entered into a reinsurance agreement to transfer the risks and rewards of its long-term care (LTC) business to GE Life (now Genworth Financial Inc., or Genworth), then a subsidiary of the General Electric Company (GE). As part of this transaction, the reinsurance obligations were provided by two regulated insurance subsidiaries of GE Life, which funded two collateral trusts with securities. Presently, as discussed below, the trusts are referred to as the Genworth Trusts.

As part of GE’s spin-off of Genworth in 2004, GE retained the risks and rewards associated with the 2000 Travelers reinsurance agreement by providing a reinsurance contract to Genworth through GE’s Union Fidelity Life Insurance Company (UFLIC) subsidiary that covers the Travelers LTC policies. In addition, GE provided a capital maintenance agreement in favor of UFLIC that is designed to assure that UFLIC will have the funds to pay its reinsurance obligations. As a result of these reinsurance agreements and the spin-off of Genworth, Genworth has reinsurance protection from UFLIC (supported by GE) and has reinsurance obligations in connection with the Travelers LTC policies. As noted below, the Genworth reinsurance obligations now benefit Brighthouse Financial, Inc. (Brighthouse). While neither Brighthouse nor Citi are direct beneficiaries of the capital maintenance agreement between GE and UFLIC, Brighthouse and Citi benefit indirectly from the existence of the capital maintenance agreement, which helps assure that UFLIC will continue to have funds necessary to pay its reinsurance obligations to Genworth.

In connection with Citi’s 2005 sale of Travelers to MetLife Inc. (MetLife), Citi provided an indemnification to MetLife for losses (including policyholder claims) relating to the LTC business for the entire term of the Travelers LTC policies, which, as noted above, are reinsured by subsidiaries of Genworth. In 2017, MetLife spun off its retail insurance business to Brighthouse. As a result, the Travelers LTC policies now reside with Brighthouse. The original reinsurance agreement between Travelers (now Brighthouse) and Genworth remains in place and Brighthouse is the sole beneficiary of the Genworth Trusts. The fair value of the Genworth Trusts was approximately $8.6 billion as of March 31, 2020 and December 31, 2019. The Genworth Trusts are designed to provide collateral to Brighthouse in an amount equal to the statutory liabilities of Brighthouse in respect of the Travelers LTC policies. The assets in the

188

Genworth Trusts are evaluated and adjusted periodically to ensure that the fair value of the assets continues to provide collateral in an amount equal to these estimated statutory liabilities, as the liabilities change over time.

If both (i) Genworth fails to perform under the original

Travelers/GE Life reinsurance agreement for any reason,

including its insolvency or the failure of UFLIC to perform under its reinsurance contract or GE to perform under the capital maintenance agreement, and (ii) the assets of the two Genworth Trusts are insufficient or unavailable, then Citi, through its LTC reinsurance indemnification, must reimburse Brighthouse for any losses incurred in connection with the LTC policies. Since both events would have to occur before Citi would become responsible for any payment to Brighthouse pursuant to its indemnification obligation, and the likelihood of such events occurring is currently not probable, there is no liability reflected on the Consolidated Balance Sheet as of March 31, 2020 and December 31, 2019 related to this indemnification. However, if both events become reasonably possible (meaning more than remote but less than probable), Citi will be required to estimate and disclose a reasonably possible loss or range of loss to the extent that such an estimate could be made. In addition, if both events become probable, Citi will be required to accrue for such liability in accordance with applicable accounting principles.

Citi continues to closely monitor its potential exposure under this indemnification obligation, given GE’s 2018 LTC and other charges and the September 2019 AM Best credit ratings downgrade for the Genworth subsidiaries.

Separately, Genworth announced that it had agreed to

be purchased by China Oceanwide Holdings Co., Ltd, subject to a series of conditions and regulatory approvals. Citi is monitoring these developments.

Futures and Over-the-Counter Derivatives Clearing

Citi provides clearing services on central clearing parties (CCP) for clients that need to clear exchange-traded and over-the-counter (OTC) derivative contracts with CCPs. Based on all relevant facts and circumstances, Citi has concluded that it acts as an agent for accounting purposes in its role as clearing member for these client transactions. As such, Citi does not reflect the underlying exchange-traded or OTC derivatives contracts in its Consolidated Financial Statements. See Note 19 for a discussion of Citi’s derivatives activities that are reflected in its Consolidated Financial Statements.

As a clearing member, Citi collects and remits cash and securities collateral (margin) between its clients and the

respective CCP. In certain circumstances, Citi collects a higher amount of cash (or securities) from its clients than it needs to remit to the CCPs. This excess cash is then held at depository institutions such as banks or carry brokers.

There are two types of margin: initial and variation. Where Citi obtains benefits from or controls cash initial margin (e.g., retains an interest spread), cash initial margin collected from clients and remitted to the CCP or depository institutions is reflected within Brokerage payables (payables to customers) and Brokerage receivables (receivables from

brokers, dealers and clearing organizations) or Cash and due from banks, respectively.

However, for exchange-traded and OTC-cleared derivative contracts where Citi does not obtain benefits from or control the client cash balances, the client cash initial margin collected from clients and remitted to the CCP or depository institutions is not reflected on Citi’s Consolidated Balance Sheet. These conditions are met when Citi has contractually agreed with the client that (i) Citi will pass through to the client all interest paid by the CCP or depository institutions on the cash initial margin, (ii) Citi will not utilize its right as a clearing member to transform cash margin into other assets, (iii) Citi does not guarantee and is not liable to the client for the performance of the CCP or the depository institution and (iv) the client cash balances are legally isolated from Citi’s bankruptcy estate. The total amount of cash initial margin collected and remitted in this manner was approximately $18.1 billion and $13.3 billion as of March 31, 2020 and December 31, 2019, respectively.

Variation margin due from clients to the respective CCP, or from the CCP to clients, reflects changes in the value of the client’s derivative contracts for each trading day. As a clearing member, Citi is exposed to the risk of non-performance by clients (e.g., failure of a client to post

variation margin to the CCP for negative changes in the

value of the client’s derivative contracts). In the event of

non-performance by a client, Citi would move to close out

the client’s positions. The CCP would typically utilize initial

margin posted by the client and held by the CCP, with any

remaining shortfalls required to be paid by Citi as clearing

member. Citi generally holds incremental cash or securities

margin posted by the client, which would typically be

expected to be sufficient to mitigate Citi’s credit risk in the

event the client fails to perform.

As required by ASC 860-30-25-5, securities collateral posted by clients is not recognized on Citi’s Consolidated Balance Sheet.

Carrying Value—Guarantees and Indemnifications

At March 31, 2020 and December 31, 2019, the total carrying amounts of the liabilities related to the guarantees and indemnifications included in the tables above amounted

to approximately $2.9 billion and $0.7 billion, respectively. The carrying value of financial and performance guarantees is included in Other liabilities. For loans sold with recourse, the carrying value of the liability is included in Other liabilities.

189

Collateral

Cash collateral available to Citi to reimburse losses realized under these guarantees and indemnifications amounted to $46.2 billion and $46.7 billion at March 31, 2020 and December 31, 2019, respectively. Securities and other marketable assets held as collateral amounted to $80.1 billion and $58.6 billion at March 31, 2020 and December 31, 2019, respectively. The majority of collateral is held to reimburse losses realized under securities lending indemnifications. In addition, letters of credit in favor of Citi held as collateral amounted to $3.6 billion and $4.4 billion at March 31, 2020 and December 31, 2019, respectively. Other property may also be available to Citi to cover losses under certain guarantees and indemnifications; however, the value of such property has not been determined.

Performance Risk

Presented in the tables below are the maximum potential amounts of future payments that are classified based on internal and external credit ratings. The determination of the maximum potential future payments is based on the notional amount of the guarantees without consideration of possible recoveries under recourse provisions or from collateral held or pledged. As such, Citi believes such amounts bear no relationship to the anticipated losses, if any, on these guarantees.



	Maximum potential amount of future payments
In billions of dollars at March 31, 2020	Investment grade		Non-investment grade		Not rated		Total
Financial standby letters of credit	$	59.8	$	13.8	$	13.0	$	86.6
Performance guarantees	9.3		2.3		0.5		12.1
Derivative instruments deemed to be guarantees	—		—		74.0		74.0
Loans sold with recourse	—		—		1.2		1.2
Securities lending indemnifications	—		—		107.8		107.8
Credit card merchant processing	—		—		84.2		84.2
Credit card arrangements with partners	—		—		0.6		0.6
Custody indemnifications and other	16.3		12.3		—		28.6
Total	$	85.4	$	28.4	$	281.3	$	395.1



	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	—		—		96.0		96.0
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	$	293.0	$	417.6

Leases

The Company’s operating leases, where Citi is a lessee, include real estate, such as office space and branches, and various types of equipment. These leases have a weighted-average remaining lease term of approximately six years as of March 31, 2020. The operating lease ROU asset and lease liability were $2.9 billion and $3.2 billion, respectively, as of March 31, 2020, compared to an operating lease ROU asset of $3.1 billion and lease liability of $3.3 billion as of December 31, 2019. The Company recognizes fixed lease

costs on a straight-line basis throughout the lease term in the Consolidated Statement of Income. In addition, variable lease costs are recognized in the period in which the obligation for those payments is incurred.

190

Credit Commitments and Lines of Credit

The table below summarizes Citigroup’s credit commitments:



In millions of dollars	U.S.		Outside of U.S.		March 31, 2020		December 31, 2019
Commercial and similar letters of credit	$	717	$	3,899	$	4,616	$	4,533
One- to four-family residential mortgages	2,862		1,887		4,749		3,721
Revolving open-end loans secured by one- to four-family residential properties	9,220		1,199		10,419		10,799
Commercial real estate, construction and land development	8,801		2,589		11,390		12,981
Credit card lines	621,188		95,362		716,550		708,023
Commercial and other consumer loan commitments	183,973		101,712		285,685		324,359
Other commitments and contingencies	1,825		1,460		3,285		1,948
Total	$	828,586	$	208,108	$	1,036,694	$	1,066,364

The majority of unused commitments are contingent upon customers maintaining specific credit standards.

Commercial commitments generally have floating interest rates and fixed expiration dates and may require payment of fees. Such fees (net of certain direct costs) are deferred and, upon exercise of the commitment, amortized over the life of

the loan or, if exercise is deemed remote, amortized over the commitment period.

Other Commitments and Contingencies

Other commitments and contingencies include all other transactions related to commitments and contingencies not reported on the lines above.

Unsettled Reverse Repurchase and Securities Borrowing Agreements and Unsettled Repurchase and Securities Lending Agreements

In addition, in the normal course of business, Citigroup enters into reverse repurchase and securities borrowing agreements, as well as repurchase and securities lending agreements, which settle at a future date. At March 31, 2020 and December 31, 2019, Citigroup had approximately $67.8 billion and $34.0 billion of unsettled reverse repurchase and securities borrowing agreements, and approximately $59.6 billion and $38.7 billion of unsettled repurchase and securities lending agreements, respectively. For a further discussion of securities purchased under agreements to resell and securities borrowed, and securities sold under agreements to repurchase and securities loaned, including the Company’s policy for offsetting repurchase and reverse repurchase agreements, see Note 10 to the Consolidated Financial Statements.

Restricted Cash

Citigroup defines restricted cash (as cash subject to withdrawal restrictions) to include cash deposited with central banks that must be maintained to meet minimum regulatory requirements, and cash set aside for the benefit of customers or for other purposes such as compensating balance arrangements or debt retirement. Restricted cash includes minimum reserve requirements with the Federal

Reserve Bank and certain other central banks and cash segregated to satisfy rules regarding the protection of customer assets as required by Citigroup broker-dealers’ primary regulators, including the United States Securities and Exchange Commission (SEC), the Commodities Futures Trading Commission and the United Kingdom’s Prudential Regulation Authority.

Restricted cash is included on the Consolidated Balance Sheet within the following balance sheet lines:



In millions of dollars	March 31, 2020		December 31, 2019
Cash and due from banks	$	2,978	$	3,758
Deposits with banks, net of allowance	10,723		26,493
Total	$	13,701	$	30,251

In response to the COVID-19 pandemic, the Federal Reserve Bank and certain other central banks eased regulations related to minimum required cash deposited with central banks. This resulted in a decrease in Citigroup’s restricted cash amount at March 31, 2020.

191

23. CONTINGENCIES

The following information supplements and amends, as applicable, the disclosure in Note 27 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K. For purposes of this Note, Citigroup, its affiliates and subsidiaries and current and former officers, directors, and employees, are sometimes collectively referred to as Citigroup and Related Parties.

In accordance with ASC 450, Citigroup establishes accruals for contingencies, including the litigation, regulatory, and tax matters disclosed herein or in Note 27 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K, when Citigroup believes it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of loss ultimately incurred in relation to those matters may be substantially higher or lower than the amounts accrued for those matters.

If Citigroup has not accrued for a matter because the matter does not meet the criteria for accrual (as set forth above), or Citigroup believes an exposure to loss exists in excess of the amount accrued for a particular matter, in each case assuming a material loss is reasonably possible, Citigroup discloses the matter. In addition, for such matters, Citigroup discloses an estimate of the aggregate reasonably possible loss or range of loss in excess of the amounts accrued for those matters as to which an estimate can be made. At March 31, 2020, Citigroup’s estimate of the reasonably possible unaccrued loss for these matters was materially unchanged from the estimate of approximately $1.3 billion in the aggregate as of December 31, 2019.

As available information changes, the matters for which Citigroup is able to estimate will change, and the estimates themselves will change. In addition, while many estimates presented in financial statements and other financial disclosures involve significant judgment and may be subject to significant uncertainty, estimates of the range of reasonably possible loss arising from litigation, regulatory, tax, or other matters are subject to particular uncertainties. For example, at the time of making an estimate, Citigroup may have only preliminary, incomplete, or inaccurate information about the facts underlying the claim; its assumptions about the future rulings of the court or other tribunal on significant issues, or the behavior and incentives of adverse parties, regulators, or tax authorities may prove to be wrong; and the outcomes it is attempting to predict are often not amenable to the use of statistical or other quantitative analytical tools. In addition, from time to time an outcome may occur that Citigroup had not accounted for in its estimates because it had deemed such an outcome to be remote. For all these reasons, the amount of loss in excess of accruals ultimately incurred for the matters as to which an estimate has been made could be substantially higher or lower than the range of loss included in the estimate.

Subject to the foregoing, it is the opinion of Citigroup’s management, based on current knowledge and after taking into account its current legal accruals, that the eventual outcome of all matters described in this Note would not be likely to have a

material adverse effect on the consolidated financial condition of Citigroup. Nonetheless, given the substantial or indeterminate amounts sought in certain of these matters and the inherent unpredictability of such matters, an adverse outcome in certain of these matters could, from time to time, have a material adverse effect on Citigroup’s consolidated results of operations or cash flows in particular quarterly or annual periods.

For further information on ASC 450 and Citigroup’s accounting and disclosure framework for contingencies, including for any litigation, regulatory, and tax matters disclosed herein, see Note 27 to the Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K.

Foreign Exchange Matters

Regulatory Actions: As previously reported, in May 2015, Citigroup pled guilty to a violation of federal antitrust law, and in January 2017, the United States District Court for the District of Connecticut sentenced Citicorp to a three-year term of probation, which ended in January 2020. Additional information concerning this action is publicly available in court filings under the docket number 3:15-cr-78 (D. Conn.).

Interbank Offered Rates-Related Litigation and Other Matters

Antitrust and Other Litigation: On March 2, 2020, in IN RE LIBOR-BASED FINANCIAL INSTRUMENTS ANTITRUST LITIGATION, the court granted preliminary approval of a settlement among Citigroup, Citibank, Citigroup Global Markets Inc. (CGMI), and a class of purchasers of exchange-traded Eurodollar futures and options. Additional information concerning these actions is publicly available in court filings under the docket numbers 11 MD 2262 (S.D.N.Y.) (Buchwald, J.) and 17-1569 (2d Cir.).

On March 26, 2020, in IN RE ICE LIBOR ANTITRUST LITIGATION, the court granted Citigroup and the other defendants’ motion to dismiss the action for failure to state a claim. Additional information concerning this action is publicly available in court filings under the docket number 19 Civ. 439 (S.D.N.Y.) (Daniels, J.).

Interest Rate and Credit Default Swap Matters

Antitrust and Other Litigation: On April 3, 2020, in TERA GROUP, INC., ET AL. v. CITIGROUP INC., ET AL., defendants filed a motion to dismiss plaintiffs’ amended complaint. Additional information concerning this action is publicly available in court filings under the docket number 17-CV-4302 (S.D.N.Y.) (Sullivan, J.).

Sovereign Securities Matters

Antitrust and Other Litigation: On March 25, 2020, in IN RE SSA BONDS ANTITRUST LITIGATION, the court granted defendants’ motion to dismiss the second amended consolidated class action complaint related to the supranational, subsovereign, and agency (SSA) bond market with prejudice.

On February 19, 2020, in MANCINELLI, ET AL. v. BANK OF AMERICA, ET AL., the court granted plaintiffs’ motion to dismiss the action. Additional information

192

concerning this action is publicly available in court filings under the docket number CV-17-586082-00CP (Ont. S.C.J.).

On February 3, 2020, in IN RE GSE BONDS ANTITRUST LITIGATION, the court granted preliminary approval of a settlement with CGMI and 11 other defendants. Additional information relating to this action is publicly available in court filings under the docket number 19 Civ. 1704 (S.D.N.Y.) (Rakoff, J.).

On February 21, 2020, in IN RE MEXICAN GOVERNMENT BONDS ANTITRUST LITIGATION, Citibanamex and other defendants moved to dismiss the amended complaint. Additional information concerning this action is publicly available in court filings under the docket number 18-cv-2830 (S.D.N.Y.) (Oetken, J.).

On April 1, 2020, the Louisiana Asset Management Pool filed an action against CGMI and other defendants, captioned LOUISIANA ASSET MANAGEMENT POOL v. BANK OF AMERICA CORPORATION, ET AL., in the United States District Court for the Eastern District of Louisiana. Plaintiff alleges that defendants conspired to manipulate the market for bonds issued by U.S. government-sponsored agencies. Plaintiff asserts claims against defendants for violations of the Sherman Act and Louisiana state law, and seeks treble damages, injunctive relief, and state law remedies. Additional information concerning this action is publicly available in court filings under the docket number 20 Civ. 1095 (E.D. La.) (Guidry, J.).

Transaction Tax Matters

Citigroup and Citibank are engaged in litigation or examinations with non-U.S. tax authorities, including in India and Germany, concerning the payment of transaction taxes and other non-income tax matters.

Settlement Payments

Payments required in settlement agreements described above have been made or are covered by existing litigation or other accruals.

24. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

Citigroup amended its Registration Statement on Form S-3 on file with the SEC (File No. 33-192302) to add its wholly owned subsidiary, Citigroup Global Markets Holdings Inc. (CGMHI), as a co-registrant. Any securities issued by CGMHI under the Form S-3 will be fully and unconditionally guaranteed by Citigroup.

The following are the Condensed Consolidating Statements of Income and Comprehensive Income for the three months ended March 31, 2020 and 2019, Condensed Consolidating Balance Sheet as of March 31, 2020 and December 31, 2019 and Condensed Consolidating Statement of Cash Flows for the three months ended March 31, 2020 and 2019 for Citigroup Inc., the parent holding company (Citigroup parent company), CGMHI, other Citigroup subsidiaries and eliminations and total consolidating adjustments. “Other Citigroup subsidiaries and eliminations” includes all other subsidiaries of Citigroup, intercompany eliminations and income (loss) from discontinued operations. “Consolidating adjustments” includes Citigroup parent company elimination of distributed and undistributed income of subsidiaries and investment in subsidiaries.

These Condensed Consolidating Financial Statements have been prepared and presented in accordance with SEC Regulation S-X Rule 3-10, “Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered.”

These Condensed Consolidating Financial Statements are presented for purposes of additional analysis, but should be considered in relation to the Consolidated Financial Statements of Citigroup taken as a whole.

193

Condensed Consolidating Statements of Income and Comprehensive Income



	Three Months Ended March 31, 2020
In millions of dollars	Citigroup parent company			CGMHI			Other Citigroup subsidiaries and eliminations			Consolidating adjustments			Citigroup consolidated
Revenues
Dividends from subsidiaries	$	105		$	—		$	—		$	(105	)	$	—
Interest revenue	—			1,903			15,236			—			17,139
Interest revenue—intercompany	1,144			341			(1,485		)	—			—
Interest expense	1,143			1,141			3,363			—			5,647
Interest expense—intercompany	248			782			(1,030		)	—			—
Net interest revenue	$	(247	)	$	321		$	11,418		$	—		$	11,492
Commissions and fees	$	—		$	1,550		$	1,471		$	—		$	3,021
Commissions and fees—intercompany	(19		)	164			(145		)	—			—
Principal transactions	(672		)	6,254			(321		)	—			5,261
Principal transactions—intercompany	502			(4,391		)	3,889			—			—
Other income	80			49			828			—			957
Other income—intercompany	(70		)	13			57			—			—
Total non-interest revenues	$	(179	)	$	3,639		$	5,779		$	—		$	9,239
Total revenues, net of interest expense	$	(321	)	$	3,960		$	17,197		$	(105	)	$	20,731
Provisions for credit losses and for benefits and claims	$	—		$	(1	)	$	7,028		$	—		$	7,027
Operating expenses
Compensation and benefits	$	28		$	1,296		$	4,330		$	—		$	5,654
Compensation and benefits—intercompany	74			—			(74		)	—			—
Other operating	23			598			4,319			—			4,940
Other operating—intercompany	4			482			(486		)	—			—
Total operating expenses	$	129		$	2,376		$	8,089		$	—		$	10,594
Equity in undistributed income of subsidiaries	$	2,368		$	—		$	—		$	(2,368	)	$	—
Income (loss) from continuing operations before income taxes	$	1,918		$	1,585		$	2,080		$	(2,473	)	$	3,110
Provision (benefit) for income taxes	(604		)	337			843			—			576
Income (loss) from continuing operations	$	2,522		$	1,248		$	1,237		$	(2,473	)	$	2,534
Income (loss) from discontinued operations, net of taxes	—			—			(18		)	—			(18		)
Net income before attribution of noncontrolling interests	$	2,522		$	1,248		$	1,219		$	(2,473	)	$	2,516
Noncontrolling interests	—			—			(6		)	—			(6		)
Net income (loss)	$	2,522		$	1,248		$	1,225		$	(2,473	)	$	2,522
Comprehensive income
Add: Other comprehensive income (loss)	$	3,797		$	1,757		$	1,179		$	(2,936	)	$	3,797
Total Citigroup comprehensive income (loss)	$	6,319		$	3,005		$	2,404		$	(5,409	)	$	6,319
Add: Other comprehensive income attributable to noncontrolling interests	$	—		$	—		$	(51	)	$	—		$	(51	)
Add: Net income attributable to noncontrolling interests	—			—			(6		)	—			(6		)
Total comprehensive income (loss)	$	6,319		$	3,005		$	2,347		$	(5,409	)	$	6,262

194

Condensed Consolidating Statements of Income and Comprehensive Income



	Three Months Ended March 31, 2019
In millions of dollars	Citigroup parent company				CGMHI				Other Citigroup subsidiaries and eliminations			Consolidating adjustments			Citigroup consolidated
Revenues
Dividends from subsidiaries	$	9,167			$	—			$	—		$	(9,167	)	$	—
Interest revenue	—				2,572				16,504			—			19,076
Interest revenue—intercompany	1,325				503				(1,828		)	—			—
Interest expense	1,271				1,824				4,222			—			7,317
Interest expense—intercompany	312				1,075				(1,387		)	—			—
Net interest revenue	$	(258	)		$	176			$	11,841		$	—		$	11,759
Commissions and fees	$	—			$	1,307			$	1,619		$	—		$	2,926
Commissions and fees—intercompany	(1		)		121				(120		)	—			—
Principal transactions	(825		)		(1,034		)		4,663			—			2,804
Principal transactions—intercompany	447				2,036				(2,483		)	—			—
Other income	319				99				669			—			1,087
Other income—intercompany	(34		)		42				(8		)	—			—
Total non-interest revenues	$	(94	)		$	2,571			$	4,340		$	—		$	6,817
Total revenues, net of interest expense	$	8,815			$	2,747			$	16,181		$	(9,167	)	$	18,576
Provisions for credit losses and for benefits and claims	$	—			$	—			$	1,980		$	—		$	1,980
Operating expenses
Compensation and benefits	$	33			$	1,284			$	4,341		$	—		$	5,658
Compensation and benefits—intercompany	26				—				(26		)	—			—
Other operating	5				553				4,368			—			4,926
Other operating—intercompany	5				582				(587		)	—			—
Total operating expenses	$	69			$	2,419			$	8,096		$	—		$	10,584
Equity in undistributed income of subsidiaries	$	(4,203	)		$	—			$	—		$	4,203		$	—
Income (loss) from continuing operations before income taxes	$	4,543			$	328			$	6,105		$	(4,964	)	$	6,012
Provision (benefit) for income taxes	(167		)	—	140				1,302			—			1,275
Income (loss) from continuing operations	$	4,710			$	188			$	4,803		$	(4,964	)	$	4,737
Income (loss) from discontinued operations, net of taxes	—				—				(2		)	—			(2		)
Net income (loss) before attribution of noncontrolling interests	$	4,710			$	188			$	4,801		$	(4,964	)	$	4,735
Noncontrolling interests	—				—				25			—			25
Net income (loss)	$	4,710			$	188			$	4,776		$	(4,964	)	$	4,710
Comprehensive income
Add: Other comprehensive income (loss)	$	862			$	(289	)		$	999		$	(710	)	$	862
Total Citigroup comprehensive income (loss)	$	5,572			$	(101	)		$	5,775		$	(5,674	)	$	5,572
Add: Other comprehensive income attributable to noncontrolling interests	$	—			$	—		—	$	(13	)	$	—		$	(13	)
Add: Net income attributable to noncontrolling interests	—				—			—	25			—			25
Total comprehensive income (loss)	$	5,572			$	(101	)		$	5,787		$	(5,674	)	$	5,584

195

Condensed Consolidating Balance Sheet



	March 31, 2020
In millions of dollars	Citigroup parent company		CGMHI		Other Citigroup subsidiaries and eliminations			Consolidating adjustments			Citigroup consolidated
Assets
Cash and due from banks	$	—	$	616	$	23,139		$	—		$	23,755
Cash and due from banks—intercompany	15		3,909		(3,924		)	—			—
Deposits with banks, net of allowance	—		6,581		255,584			—			262,165
Deposits with banks—intercompany	3,000		8,392		(11,392		)	—			—
Securities borrowed and purchased under resale agreements	—		200,718		61,818			—			262,536
Securities borrowed and purchased under resale agreements—intercompany	—		24,686		(24,686		)	—			—
Trading account assets	329		212,464		152,207			—			365,000
Trading account assets—intercompany	167		6,045		(6,212		)	—			—
Investments, net of allowance	1		508		398,374			—			398,883
Loans, net of unearned income	—		1,722		719,298			—			721,020
Loans, net of unearned income—intercompany	—		—		—			—			—
Allowance for credit losses on loans (ACLL)	—		—		(20,841		)	—			(20,841		)
Total loans, net	$	—	$	1,722	$	698,457		$	—		$	700,179
Advances to subsidiaries	$	142,560	$	—	$	(142,560	)	$	—		$	—
Investments in subsidiaries	204,662		—		—			(204,662		)	—
Other assets, net of allowance⁽¹⁾	12,152		84,877		110,223			—			207,252
Other assets—intercompany	3,451		50,312		(53,763		)	—			—
Total assets	$	366,337	$	600,830	$	1,457,265		$	(204,662	)	$	2,219,770
Liabilities and equity
Deposits	$	—	$	—	$	1,184,911		$	—		$	1,184,911
Deposits—intercompany	—		—		—			—			—
Securities loaned and sold under repurchase agreements	—		201,631		20,693			—			222,324
Securities loaned and sold under repurchase agreements—intercompany	—		29,764		(29,764		)	—			—
Trading account liabilities	—		104,146		59,849			—			163,995
Trading account liabilities—intercompany	445		5,421		(5,866		)	—			—
Short-term borrowings	28		13,997		40,926			—			54,951
Short-term borrowings—intercompany	—		25,563		(25,563		)	—			—
Long-term debt	156,461		37,118		72,519			—			266,098
Long-term debt—intercompany	—		65,945		(65,945		)	—			—
Advances from subsidiaries	13,996		—		(13,996		)	—			—
Other liabilities, including allowance	3,001		71,096		60,412			—			134,509
Other liabilities—intercompany	75		10,464		(10,539		)	—			—
Stockholders’ equity	192,331		35,685		169,628			(204,662		)	192,982
Total liabilities and equity	$	366,337	$	600,830	$	1,457,265		$	(204,662	)	$	2,219,770


(1)	Other assets for Citigroup parent company at March 31, 2020 included $43.3 billion of placements to Citibank and its branches, of which $38.1 billion had a remaining term of less than 30 days.

196

Condensed Consolidating Balance Sheet



	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, net of allowance	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 credit losses on loans (ACLL)	—		—		(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, net of allowance⁽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, including allowance	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.

197

Condensed Consolidating Statement of Cash Flows



	Three Months Ended March 31, 2020
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	$	4,334			$	(38,869	)	$	9,002		$	—	$	(25,533	)
Cash flows from investing activities of continuing operations
Purchases of investments	$	—			$	—		$	(108,658	)	$	—	$	(108,658	)
Proceeds from sales of investments	—				—			44,399			—		44,399
Proceeds from maturities of investments	—				—			29,203			—		29,203
Change in loans	—				—			(26,743		)	—		(26,743		)
Proceeds from sales and securitizations of loans	—				—			596			—		596
Change in securities borrowed and purchased under agreements to resell	—				(8,421		)	(2,793		)	—		(11,214		)
Changes in investments and advances—intercompany	1,121				(9,442		)	8,321			—		—
Other investing activities	—				—			(440		)	—		(440		)
Net cash provided by (used in) investing activities of continuing operations	$	1,121			$	(17,863	)	$	(56,115	)	$	—	$	(72,857	)
Cash flows from financing activities of continuing operations
Dividends paid	$	(1,365	)		$	—		$	—		$	—	$	(1,365	)
Issuance of preferred stock	1,500				—			—			—		1,500
Redemption of preferred stock	(1,500		)		—			—			—		(1,500		)
Treasury stock acquired	(2,925		)		—			—			—		(2,925		)
Proceeds (repayments) from issuance of long-term debt, net	5,742				72			10,032			—		15,846
Proceeds (repayments) from issuance of long-term debt—intercompany, net					554			(554		)	—		—
Change in deposits	—				—			114,321			—		114,321
Change in securities loaned and sold under agreements to repurchase	—				49,341			6,644			—		55,985
Change in short-term borrowings	—				2,901			7,001			—		9,902
Net change in short-term borrowings and other advances—intercompany	(6,507		)		7,040			(533		)	—		—
Capital contributions from (to) parent	—			—	—			—			—		—
Other financing activities	(406		)		(119		)	119			—		(406		)
Net cash provided by (used in) financing activities of continuing operations	$	(5,461	)		$	59,789		$	137,030		$	—	$	191,358
Effect of exchange rate changes on cash and due from banks	$	—			$	—		$	(967	)	$	—	$	(967	)
Change in cash and due from banks and deposits with banks	$	(6	)		$	3,057		$	88,950		$	—	$	92,001
Cash and due from banks and deposits with banks at beginning of period	3,021				16,441			174,457			—		193,919
Cash and due from banks and deposits with banks at end of period	$	3,015			$	19,498		$	263,407		$	—	$	285,920
Cash and due from banks	$	15			$	4,525		$	19,215		$	—	$	23,755
Deposits with banks, net of allowance	3,000				14,973			244,192			—		262,165
Cash and due from banks and deposits with banks at end of period	$	3,015			$	19,498		$	263,407		$	—	$	285,920
Supplemental disclosure of cash flow information for continuing operations
Cash paid during the period for income taxes	$	16			$	78		$	1,347		$	—	$	1,441
Cash paid during the period for interest	998				1,983			2,443			—		5,424
Non-cash investing activities
Transfers to loans HFS from loans	$	—			$	—		$	224		$	—	$	224

198

Condensed Consolidating Statement of Cash Flows



	Three Months Ended March 31, 2019
In millions of dollars	Citigroup parent company				CGMHI			Other Citigroup subsidiaries and eliminations			Consolidating adjustments		Citigroup consolidated
Net cash provided by (used in) operating activities of continuing operations	$	10,950			$	(30,786	)	$	(17,780	)	$	—	$	(37,616	)
Cash flows from investing activities of continuing operations
Purchases of investments	$	—			$	—		$	(69,673	)	$	—	$	(69,673	)
Proceeds from sales of investments	—				—			31,436			—		31,436
Proceeds from maturities of investments	—				—			47,363			—		47,363
Change in loans	—				—			(892		)	—		(892		)
Proceeds from sales and securitizations of loans	—				—			2,062			—		2,062
Proceeds from significant disposals	—				—			—			—		—
Change in securities borrowed and purchased under agreements to resell	—				6,748			(559		)	—		6,189
Changes in investments and advances—intercompany	(106		)		(6,636		)	6,742			—		—
Other investing activities	—				(17		)	(425		)	—		(442		)
Net cash provided by (used in) investing activities of continuing operations	$	(106	)		$	95		$	16,054		$	—	$	16,043
Cash flows from financing activities of continuing operations
Dividends paid	$	(1,320	)		$	—		$	—		$	—	$	(1,320	)
Redemption of preferred stock	(480		)		—			—			—		(480		)
Treasury stock acquired	(4,055		)		—			—			—		(4,055		)
Proceeds (repayments) from issuance of long-term debt, net	5,199				5,576			(1,791		)	—		8,984
Proceeds (repayments) from issuance of long-term debt—intercompany, net	—				(1,295		)	1,295			—		—
Change in deposits	—				—			17,186			—		17,186
Change in securities loaned and sold under agreements to repurchase	—				15,217			(2,613		)	—		12,604
Change in short-term borrowings	—				2,829			4,147			—		6,976
Net change in short-term borrowings and other advances—intercompany	(9,838		)		9,125			713			—		—
Other financing activities	(358		)		—			—			—		(358		)
Net cash provided by (used in) financing activities of continuing operations	$	(10,852	)		$	31,452		$	18,937		$	—	$	39,537
Effect of exchange rate changes on cash and due from banks	$	—			$	—		$	(176	)	$	—	$	(176	)
Change in cash and due from banks and deposits with banks	$	(8	)		$	761		$	17,035		$	—	$	17,788
Cash and due from banks and deposits with banks at beginning of period	3,020				15,677			169,408			—		188,105
Cash and due from banks and deposits with banks at end of period	$	3,012			$	16,438		$	186,443		$	—	$	205,893
Cash and due from banks	$	12		—	$	4,916		$	19,520		$	—	$	24,448
Deposits with banks, net of allowance	3,000				11,522			166,923			—		181,445
Cash and due from banks and deposits with banks at end of period	$	3,012			$	16,438		$	186,443		$	—	$	205,893
Supplemental disclosure of cash flow information for continuing operations
Cash paid (received) during the period for income taxes	$	306			$	57		$	962		$	—	$	1,325
Cash paid during the period for interest	956				2,694			3,281			—		6,931
Non-cash investing activities
Transfers to loans HFS from loans	$	—			$	—		$	2,000		$	—	$	2,000

199

UNREGISTERED SALES OF EQUITY SECURITIES, REPURCHASES OF EQUITY SECURITIES AND DIVIDENDS

Unregistered Sales of Equity Securities

None.

Equity Security Repurchases⁽¹⁾

The following table summarizes Citi’s common stock repurchases:



In millions, except per share amounts	Total shares purchased	Average price paid per share		Approximate dollar value of shares that may yet be purchased under the plan or programs
January 2020
Open market repurchases⁽²⁾	14.1	$	78.86	$	5,745
Employee transactions⁽³⁾	—	—		N/A
February 2020
Open market repurchases⁽²⁾	16.3	74.60		4,531
Employee transactions⁽³⁾	—	—		N/A
March 2020
Open market repurchases⁽²⁾	10.3	57.87		3,930
Employee transactions⁽³⁾	—	—		N/A
Total for 1Q20 and remaining program balance as of March 31, 2020	40.7	$	71.83	$	3,930

(1)

As previously announced, on March 15, 2020, Citi joined other major U.S. banks in suspending stock repurchases in light of the COVID-19 pandemic. Through March 31, 2020, Citi returned approximately $57.4 billion in capital over the past three Comprehensive Capital Analysis and Review (CCAR) cycles, including $2.9 billion in stock during the first quarter of 2020. Citi had been approved to return roughly $62.3 billion in capital over the three-year CCAR period ending June 30, 2020. There is no change to Citi’s dividend policy.

(2)

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 CCAR. Shares repurchased under the 2019 Repurchase Program were added to treasury stock. The 2019 Repurchase Program expires on June 30, 2020.


(3)	Consisted of shares added to treasury stock related to (i) certain activity on employee stock option program exercises where the employee delivers existing shares to cover the option exercise, or (ii) under Citi’s employee restricted share awards where shares are withheld to satisfy tax requirements.

N/A Not applicable

Dividends

In addition to Board of Directors’ approval, Citi’s ability to pay common stock dividends substantially depends on the results of the CCAR process required by the Federal Reserve Board and the supervisory stress tests required under the Dodd-Frank Act. For additional information regarding Citi’s capital planning and stress testing, see “Capital Resources—Current Regulatory Capital Standards—Stress Testing Component of Capital Planning” and “Risk Factors—Strategic Risks” in Citi’s 2019 Annual Report on Form 10-K. For additional information regarding recent changes to CCAR resulting from the Federal Reserve Board’s Stress Capital Buffer final rule, see “Capital Resources—Regulatory Capital Standards Developments” above. Any dividend on Citi’s outstanding common stock would also need to be made in compliance with Citi’s obligations on its outstanding preferred stock.

For information on the ability of Citigroup’s subsidiary depository institutions to pay dividends, see Note 18 to the

Consolidated Financial Statements in Citi’s 2019 Annual Report on Form 10-K.

200

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 4th day of May, 2020.

CITIGROUP INC.

(Registrant)

By /s/ Mark A. L. Mason

Mark A. L. Mason

Chief Financial Officer

(Principal Financial Officer)

By /s/ Jeffrey R. Walsh

Jeffrey R. Walsh

Interim Controller and Chief Accounting Officer

(Principal Accounting Officer)

201

EXHIBIT INDEX



Exhibit
Number		Description of Exhibit
3.01+		Restated Certificate of Incorporation of Citigroup, as amended, as in effect on the date hereof.

10.01*		Citigroup 2019 Stock Incentive Plan (as amended and restated as of April 21, 2020), incorporated by reference to the Company’s Form 8-K filed April 24, 2020 (File No. 1-09924).

10.02*+		The Retirement Plan for Specified Non-United States International Staff of Citibank, N.A. and Participating Companies as Amended and Restated Effective January 1, 2000 (with amendments through December 31, 2008).

10.03*+		Francisco Fernandez-De-Ybarra Employment Agreement, dated as of August 2, 2007 and as amended as of August 28, 2019.

10.04*+		Form of Citigroup Inc. DCAP Agreement (for awards granted on February 13, 2020 and future years).

31.01+		Certification of principal executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.02+		Certification of principal financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.01+		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

99.01+		List of Securities Registered Pursuant to Section 12(b) of the Securities Exchange Act of 1934, formatted in Inline XBRL.

101.01+		Financial statements from the Quarterly Report on Form 10-Q of Citigroup for the quarter ended March 31, 2020, filed on May 4, 2020, formatted in Inline XBRL: (i) the Consolidated Statement of Income, (ii) the Consolidated Balance Sheet, (iii) the Consolidated Statement of Changes in Shareholders’ Equity, (iv) the Consolidated Statement of Cash Flows and (v) the Notes to the Consolidated Financial Statements.

104		See the cover page of this Quarterly Report on Form 10-Q, formatted in Inline XBRL.

The total amount of securities authorized pursuant to any instrument defining rights of holders of long-term debt of the Company does not exceed 10% of the total assets of the Company and its consolidated subsidiaries. The Company will furnish copies of any such instrument to the SEC upon request.

* Denotes a management contract or compensatory plan or arrangement.

+ Filed herewith.

202

Exhibit 3.01

RESTATED

CERTIFICATE OF INCORPORATION

CITIGROUP INC.

Citigroup Inc., a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

The name of the corporation is Citigroup Inc. (hereinafter the “Corporation”) and the date of filing of its original Certificate of Incorporation with the Delaware Secretary of State is March 8, 1988. The name under which the Corporation filed its Certificate of Incorporation is Commercial Credit Group, Inc. A Restated Certificate of Incorporation, which restated and integrated, but did not further amend, the Certificate of Incorporation as amended or supplemented theretofore, was filed with the Delaware Secretary of State on December 11, 1998.

The text of the Restated Certificate of Incorporation as amended or supplemented heretofore is hereby restated and integrated, but not amended, to read as herein set forth in full and there is no discrepancy between the provisions of the Restated Certificate of Incorporation as so amended or supplemented and the provisions of this Restated Certificate of Incorporation. Following the effective time of this Restated Certificate of Incorporation, all references hereinafter to “Certificate of Incorporation” shall refer to this Restated Certificate of Incorporation.


FIRST:	The name of the Corporation is:

Citigroup Inc.


SECOND:	The registered office of the Corporation is to be located at the Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, in the county of New Castle, in the State of Delaware. The name of its registered agent at that address is The Corporation Trust Company.


THIRD:	The purpose of the Corporation is:

To engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware.

FOURTH: A.

The total number of shares of all classes of stock which the Corporation shall have authority to issue is Sixty Billion Thirty Million (60,030,000,000). The total number of shares of Common Stock which the Corporation shall have authority to issue is Sixty Billion (60,000,000,000) shares of Common Stock having a par value of one cent ($.01) per share. The total number of shares of Preferred Stock which the Corporation shall have the authority to issue is Thirty Million (30,000,000) shares having a par value of one dollar ($1.00) per share.

B. The Board of Directors is authorized, subject to limitations prescribed by law and the provisions of this Article FOURTH, to provide for the issuance of the shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware, to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof. The authority of the Board of Directors with respect to each series shall include, but not be limited to, determination of the following:


(i)	The number of shares constituting that series and the distinctive designation of that series;


(ii)	The dividend rate on the shares of that series, whether dividends shall be cumulative, and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series;


(iii)	Whether that series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;


(iv)	Whether that series shall have conversion or exchange privileges, and, if so, the terms and conditions of such conversion or exchange, including provision for adjustment of the conversion or exchange rate in such events as the Board of Directors shall determine;

(v)

Whether or not the shares of that series shall be redeemable, and, if so, the terms and conditions of such redemption, including the manner of selecting shares for redemption if less than all shares are to be redeemed, the date or dates upon or after which they shall be redeemable, and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;


(vi)	Whether that series shall have a sinking fund for the redemption or purchase of shares of that series, and, if so, the terms and amount of such sinking fund;

(vii)

The right of the shares of that series to the benefit of conditions and restrictions upon the creation of indebtedness of the Corporation or any subsidiary, upon the issue of any additional stock (including additional shares of such series or any other series) and upon the payment of dividends or the making of other distributions on, and the purchase, redemption or other acquisition by the Corporation or any subsidiary of any outstanding stock of the Corporation;

(viii)The rights of the shares of that series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series; and


(ix)	Any other relative, participating, optional or other special rights, qualifications, limitations or restrictions of that series.

C. Dividends on outstanding shares of Preferred Stock shall be paid, or declared and set apart for payment, before any dividends shall be paid or declared and set apart for payment on outstanding shares of Common Stock. If upon any voluntary or involuntary liquidation, dissolution or winding up of the Corporation, the assets available for distribution to holders of shares of Preferred Stock of all series shall be insufficient to pay such holders the full preferential amount to which they are entitled, then such assets shall be distributed ratably among the shares of all series of Preferred Stock in accordance with the respective preferential amounts (including unpaid cumulative dividends, if any) payable with respect thereto.

D. Shares of any series of Preferred Stock which have been redeemed (whether through the operation of a sinking fund or otherwise) or which, if convertible or exchangeable, have been converted into or exchanged for shares of stock of any other class or classes shall have the status of authorized and unissued shares of Preferred Stock of the same series and may be reissued as a part of the series of which they were originally a part or may be reclassified and reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the Board of Directors or as part of any other series of Preferred Stock, all subject to the conditions and the restrictions on issuance set forth in the resolution or resolutions adopted by the Board of Directors providing for the issue of any series of Preferred Stock.

E. Subject to the provisions of any applicable law or except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of outstanding shares of Common Stock shall exclusively possess voting power for the election of directors and for all other purposes; each holder of record of shares of Common Stock being entitled to one vote for each share of Common Stock standing in his name on the books of the Corporation; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Certificate of Incorporation (including any certificate relating to shares of Preferred Stock contemplated or authorized by Section B or Section J of this Article FOURTH) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Restated Certificate of Incorporation (including any certificate relating to shares of Preferred Stock contemplated or authorized by Section B or Section J of this Article FOURTH).

F. Except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, after payment shall have been made to the holders of Preferred Stock of the full amount of dividends to which they shall be entitled pursuant to the resolution or resolutions providing for the issue of any series of Preferred Stock, the holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to receive such dividends as from time to time may be declared by the Board of Directors.

G. Except as otherwise provided by the resolution or resolutions providing for the issue of any series of Preferred Stock, in the event of any liquidation, dissolution or winding up of the Corporation, whether voluntary or involuntary, after payment shall have been made to the holders of Preferred Stock of the full amount to which they shall be entitled pursuant to the resolution or resolutions providing for the issue of any series of Preferred Stock, the

holders of Common Stock shall be entitled, to the exclusion of the holders of Preferred Stock of any and all series, to share ratably according to the number of shares of Common Stock held by them, in all remaining assets of the Corporation available for distribution.

H. The issuance of any shares of Common Stock or Preferred Stock authorized hereunder and any other actions permitted to be taken by the Board of Directors pursuant to this Article FOURTH must be authorized by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the entire Board of Directors or by a committee of the Board of Directors constituted by the affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the entire Board of Directors.

I. Notwithstanding any other provision of this Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of the outstanding shares entitled to vote thereon shall be required to amend, alter, change or repeal, or adopt any provision as part of this Certificate of Incorporation inconsistent with the purpose and intent of, Section B through I of this Article FOURTH.

J. Pursuant to the authority conferred by this Article FOURTH, the following series of Preferred Stock are hereby provided for, with the number of shares to be included in each such series, and the designation, powers, preference and rights, and qualifications, limitations or restrictions thereof fixed as stated and expressed with respect to each such series in the respective exhibit attached hereto as specified below and incorporated herein by reference:



	Exhibit I		8.125% Non-Cumulative Preferred Stock, Series AA
	Exhibit II		8.40% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series E
	Exhibit III		8.50% Non-Cumulative Preferred Stock, Series F
	Exhibit IV		Series R Participating Cumulative Preferred Stock
	Exhibit V		6.5% Non-Cumulative Convertible Preferred Stock, Series T


FIFTH:	The Directors need not be elected by written ballot unless and to the extent the By-Laws so require.


SIXTH:	The books and records of the Corporation may be kept (subject to any mandatory requirement of law) outside the State of Delaware at such place or places as may be determined from time to time by or pursuant to authority granted by the Board of Directors or by the By-Laws.

SEVENTH:

The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, the exact number of directors to be determined from time to time by resolution adopted by affirmative vote of a majority of the entire Board of Directors. At each annual meeting, each director shall be elected for a one-year term. A director shall hold office until the annual meeting held the year in which his or her term expires and until his or her successor shall be elected and shall qualify, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Any vacancy on the Board of Directors that results from an increase in the number of directors may be filled by a majority of the Board of Directors then in office, provided that a quorum is present, and any other vacancy occurring in the Board of Directors may be filled by a majority of the directors then in office, even if less than a quorum, or a sole remaining director. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same remaining term as that of his or her predecessor. Notwithstanding the foregoing, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Restated Certificate of Incorporation applicable thereto.

EIGHTH: A.

In addition to any affirmative vote required by law or this Certificate of Incorporation or the By-Laws of the Corporation, and except as otherwise expressly provided in Section B of this Article EIGHTH, a Business Combination (as hereinafter defined) shall require the affirmative vote of not less than a majority of the votes cast affirmatively and negatively by the holders of Voting Stock (as hereinafter defined), voting together as a single class. Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage or separate class vote may be specified, by law or in any agreement with any national securities exchange or otherwise.

The provisions of Section A of this Article EIGHTH shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote, if any, as is required by law or by any other provision of this Certificate of Incorporation or the By-Laws of the Corporation or otherwise, if all of the conditions specified in either of the following Paragraphs 1 or 2 are met; provided, however, that in the case of a Business Combination that does not involve the payment of consideration to the holders of the Corporation’s outstanding

Capital Stock (as hereinafter defined), then the provisions of Section A of this Article EIGHTH must be satisfied unless the conditions specified in the following Paragraph 1 are met:

The Business Combination shall have been approved (and such approval not subsequently rescinded) by a majority of the Continuing Directors (as hereinafter defined), either specifically or as a transaction which is within an approved category of transactions with an Interested Stockholder. Such approval may be given prior to or subsequent to the acquisition of, or announcement or public disclosure of the intention to acquire, beneficial ownership of the Voting Stock that caused the Interested Stockholder to become an Interested Stockholder, provided, however, that approval shall be effective for the purposes of this Paragraph 1 only if obtained at a meeting at which a Continuing Director Quorum (as hereinafter defined) was present; and provided further, that such approval may be rescinded by a majority of the Continuing Directors at any meeting at which a Continuing Director Quorum is present and which is held prior to consummation of the proposed Business Combination.


2.	All of the following conditions, if applicable, shall have been met:

The aggregate amount of cash and the Fair Market Value (as hereinafter defined), as of the date of the consummation of the Business Combination (the “Consummation Date”), of consideration other than cash to be received per share by holders of shares of any class or series of outstanding Capital Stock in such Business Combination shall be at least equal to the amount determined, as applicable, under Paragraph 2(a) or 2(b) below:

(a)

if the Fair Market Value per share of such class or series of Capital Stock on the date of the first public announcement of the proposed Business Combination (the “Announcement Date”) is less than the Fair Market Value per share of such class or series of Capital Stock on the date on which the Interested Stockholder became an Interested Stockholder (the “Determination Date”), an amount (the “Premium Capital Stock Price”) equal to the sum of (i) the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date plus (ii) the product of the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date multiplied by the highest percentage premium over the closing sale price per share of such class or series of Capital Stock paid on any day by or on behalf of the Interested Stockholder for any share of such class or series of Capital Stock in connection with the acquisition by the Interested Stockholder of beneficial ownership of shares of such class or series of Capital Stock within the two-year period immediately prior to the Announcement Date or in the transaction in which it became an Interested Stockholder; provided, however, that if the Premium Capital Stock Price as determined above is greater than the highest per share price paid by or on behalf of the Interested Stockholder for any share of such class or series of Capital Stock in connection with the acquisition by the Interested Stockholder of beneficial ownership of shares of such class or series of Capital Stock within the two-year period immediately prior to the Announcement Date, the amount required under this Paragraph 2(a) shall be the higher of (A) such highest price paid by or on behalf of the Interested Stockholder, and (B) the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date (the Fair Market Value and other prices per share of such class or series of Capital Stock referred to in this Paragraph 2(a) shall be in each case appropriately adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to such class or series of Capital Stock); or

(b)

if the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date is greater than or equal to the Fair Market Value per share of such class or series of Capital Stock on the Determination Date, in each case as appropriately adjusted for any subsequent stock split, stock dividend, subdivision or reclassification with respect to such class or series of Capital Stock, a price per share equal to the Fair Market Value per share of such class or series of Capital Stock on the Announcement Date.

The provisions of this Paragraph 2 shall be required to be met with respect to every class or series of outstanding Capital Stock which is the subject of the Business Combination whether or not the Interested Stockholder has previously acquired beneficial ownership of any shares of a particular class or series of Capital Stock.


(c)	After the Determination Date and prior to the Consummation Date of such Business Combination:

(i) except as approved by a majority of the Continuing Directors at a meeting at which a Continuing Director Quorum is present, there shall have been no failure to declare and pay at the regular date

therefor any full quarterly dividends (whether or not cumulative) payable in accordance with the terms of any outstanding Capital Stock; (ii) there shall have been an increase in the annual rate of dividends paid on the Common Stock as necessary to reflect any reclassification (including any reverse stock split), recapitalization, reorganization or any similar transaction that has the effect of reducing the number of outstanding shares of Common Stock, unless the failure so to increase such annual rate is approved by a majority of the Continuing Directors at a meeting at which a Continuing Director Quorum is present; and (iii) such Interested Stockholder shall not have become the beneficial owner of any additional shares of Capital Stock except as part of the transaction that results in such Interested Stockholders becoming an Interested Stockholder and except in a transaction that, after giving effect thereto, would not result in any increase in the Interested Stockholder’s percentage beneficial ownership of any class or series of Capital Stock.

(d)

After the Determination Date, such Interested Stockholder shall not have received the benefit, directly or indirectly (except proportionately as a stockholder of the Corporation), of any loans, advances, guarantees, pledges or other financial assistance or any tax credits or other tax advantages provided by the Corporation, whether in anticipation of or in connection with such Business Combination or otherwise.

(e)

A proxy or information statement describing the proposed Business Combination and complying with the requirements of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Act”) (or any subsequent provisions replacing such Act, rules or regulations), shall be mailed to all stockholders of the Corporation at least 30 days prior to the consummation of such Business Combination (whether or not such proxy or information statement is required to be mailed pursuant to such Act or subsequent provisions). The proxy or information statement shall contain on the first page thereof, in a prominent place, any statement as to the advisability (or inadvisability) of the Business Combination that the Continuing Directors, or any of them, may choose to make and, if deemed advisable by a majority of the Continuing Directors, the opinion of an investment banking firm selected by a majority of the Continuing Directors as to the fairness (or not) of the terms of the Business Combination from a financial point of view to the holders of the outstanding shares of Capital Stock other than the Interested Stockholder and its Affiliates or Associates (as hereinafter defined), such investment banking firm to be paid a reasonable fee for its services by the Corporation.


(f)	Such Interested Stockholder shall not have made any major change in the Corporation’s business or equity capital structure without the approval of at least a majority of the Continuing Directors.

C. The following definitions shall apply with respect to this Article EIGHTH:

1. The term “Business Combination” shall mean:

(a)

any merger or consolidation of the Corporation or any Major Subsidiary (as hereinafter defined) with, or any sale, lease, exchange, transfer or other disposition of substantially all the assets or outstanding shares of capital stock of the Corporation or any Major Subsidiary with or for the benefit of, (i) any Interested Stockholder or (ii) any other company (whether or not itself an Interested Stockholder) which is or after such merger, consolidation or sale, lease, exchange, transfer or other disposition would be an Affiliate or Associate of an Interested Stockholder; or

(b)

any sale, lease, exchange, mortgage, pledge, transfer or other disposition or security arrangement, investment, loan, advance, guarantee, agreement to purchase, agreement to pay, extension of credit, joint venture participation or other arrangement (in one transaction or a series of transactions) with or for the benefit of any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder involving any assets, securities or commitments of the Corporation, any Major Subsidiary or any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder having an aggregate Fair Market Value and/or involving aggregate commitments of Twenty-Five Million dollars ($25,000,000) or more; or

(c)

any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries (as hereinafter defined) or any other transaction (whether or not with or otherwise involving an Interested Stockholder) that has the effect, directly or indirectly, of increasing the proportionate share of any class or series of Capital Stock, or any securities convertible into Capital Stock or into equity securities of

any Subsidiary, that is beneficially owned by any Interested Stockholder or any Affiliate or Associate of any Interested Stockholder; or


(d)	any agreement, contract or other arrangement providing for any one or more of the actions specified in the foregoing clauses (a) to (d);

provided, however, that no such aforementioned transaction shall be deemed to be a Business Combination subject to this Article EIGHTH if the Announcement Date of such transaction occurs more than eighteen months after the Determination Date with respect to such Interested Stockholder.


2.	The term “Capital Stock” shall mean all capital stock of the Corporation authorized to be issued from time to time under Article FOURTH of this Certificate of Incorporation, including, without limitation, the Common Stock, and the term “Voting Stock” shall mean all Capital Stock which by its terms may be voted on all matters submitted to stockholders of the Corporation generally.


3.	The term “person” shall mean any individual, firm, company or other entity and shall include any group comprised of any person and any other person with whom such person or any Affiliate or Associate of such person has any agreement, arrangement or understanding, directly or indirectly, for the purpose of acquiring, holding, voting or disposing of Capital Stock.

The term “Interested Stockholder” shall mean any person (other than the Corporation or any Subsidiary and other than any profit-sharing, employee stock ownership or other employee benefit plan of the Corporation or any trustee of or fiduciary with respect to any such plan when acting in such capacity) who (a) is, or has announced or publicly disclosed a plan or intention to become, the beneficial owner of Voting Stock representing twenty-five percent (25%) or more of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock; or (b) is an Affiliate or Associate of the Corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner of Voting Stock representing twenty-five percent (25%) or more of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock.

A person shall be a “beneficial owner” of any Capital Stock (a) which such person or any of its Affiliates or Associates beneficially owns directly or indirectly; (b) which such person or any of its Affiliates or Associates has, directly or indirectly, (i) the right to acquire (whether such right is exercisable immediately or subject only to the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding; or (c) which is beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Capital Stock. For the purposes of determining whether a person is an Interested Stockholder pursuant to Paragraph 4 of this Section C, the number of shares of Capital Stock deemed to be outstanding shall include shares deemed beneficially owned by such person through application of this Paragraph 5 of Section C, but shall not include any other shares of Capital Stock that may be reserved for issuance or issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

The terms “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Act as in effect on the date that this Article EIGHTH is approved and adopted by the Sole Incorporator (the term “registrant” in said Rule 12b-2 meaning in this case the Corporation); provided, however, that the terms “Affiliate” and “Associate” shall not include any profit-sharing, employee stock ownership or other employee benefit plan of the Corporation or any trustee of or fiduciary with respect to any such plan when acting in such capacity.

The term “Subsidiary” means any company of which a majority of any class of equity security is beneficially owned by the Corporation; provided, however, that for the purposes of the definition of Interested Stockholder set forth in Paragraph 4 of this Section C, the term “Subsidiary” shall mean only a company of which a majority of each class of equity security is beneficially owned by the Corporation.


8.	The term “Major Subsidiary” means a Subsidiary having assets of twenty-five million dollars ($25,000,000) or more as reflected in the most recent fiscal year-end audited, or if unavailable, unaudited, consolidated balance sheet, prepared in accordance with applicable state insurance law with respect to

Subsidiaries engaged in an insurance business, and in accordance with generally accepted accounting principles with respect to Subsidiaries engaged in a business other than an insurance business.

The term “Continuing Director” means any member of the Board of Directors of the Corporation, while such person is a member of the Board of Directors, who is not an Affiliate or Associate or representative of the Interested Stockholder and who was a member of the Board of Directors prior to the time that the Interested Stockholder became an Interested Stockholder, and any successor of a Continuing Director while such successor is a member of the Board of Directors, who is not an Affiliate or Associate or representative of the Interested Stockholder and who is recommended or elected to succeed the Continuing Director by a majority of the Continuing Directors; provided, however, that the term “Continuing Director” shall not include any officer of the Corporation or of any Affiliate or Associate of the Corporation.

10.

The term “Fair Market Value” means (a) in the case of cash, the amount of such cash; (b) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Act on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any similar system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by a majority of the Continuing Directors in good faith; and (c) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined in good faith by a majority of the Continuing Directors.


11.	The term “Continuing Director Quorum” means at least two (2) Continuing Directors capable of exercising the power conferred upon them under the provisions of the Certificate of Incorporation and By-Laws of the Corporation.


12.	In the event of any Business Combination in which the Corporation survives, the phrase “consideration other than cash to be received” as used in Paragraph 2 of Section B of this Article EIGHTH shall include the shares of Common Stock and/or the shares of any other class or series of Capital Stock retained by the holders of such shares.

D. A majority of the Continuing Directors at a meeting at which a Continuing Director Quorum is present shall have the power and duty to determine the purposes of this Article EIGHTH, on the basis of information known to them after reasonable inquiry, and to determine all questions arising under this Article EIGHTH, including, without limitation, (a) whether a person is an Interested Stockholder, (b) the number of shares of Capital Stock or other securities beneficially owned by any person, (c) whether a person is an Affiliate or Associate of another, (d) whether the assets that are the subject of any Business Combination have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Business Combination has, an aggregate Fair Market Value of twenty-five million dollars ($25,000,000) or more as provided in Paragraph 1(b) of Section C of this Article EIGHTH and (e) whether a Subsidiary is a Major Subsidiary. Any such determination made in good faith shall be binding and conclusive on all parties. In the event a Continuing Director Quorum cannot be attained at such meeting, all such determinations shall be made by the Delaware Court of Chancery.

E. Nothing contained in this Article EIGHTH shall be construed to relieve any Interested Stockholder from any fiduciary obligation imposed by law.

F. The fact that any Business Combination complies with the provisions of Section B of this Article EIGHTH shall not be construed to impose any fiduciary duty, obligation or responsibility on the Board of Directors, or any member thereof, to approve such Business Combination or recommend its adoption or approval to the stockholders of the Corporation, nor shall such compliance limit, prohibit or otherwise restrict in any manner the Board of Directors, or any member thereof, with respect to evaluations of or actions and responses taken with respect to such Business Combination.

G. Notwithstanding any other provisions of this Certificate of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation), the affirmative vote of the holders of not less than a majority of the voting power of the outstanding shares entitled to vote thereon, voting together as a single class, shall be

required to amend, alter, change or repeal, or adopt any provision as part of this Certificate of Incorporation inconsistent with the purpose and intent of this Article EIGHTH.

NINTH:

In furtherance and not in limitation of the powers conferred upon it by the laws of the State of Delaware, the Board of Directors shall have the power to adopt, amend, alter or repeal the Corporation’s By-Laws. The affirmative vote of at least sixty-six and two-thirds percent (66 2/3%) of the entire Board of Directors shall be required to adopt, amend, alter or repeal the Corporation’s By-Laws. Notwithstanding any other provisions of this Certificate of Incorporation or the By-Laws of the Corporation (and notwithstanding the fact that a lesser percentage or separate class vote may be specified by law, this Certificate of Incorporation or the By-Laws of the Corporation), the affirmative vote of the holders of not less than a majority of the voting power of the outstanding shares entitled to vote thereon shall be required to adopt, amend, alter or repeal, or adopt any provision as part of this Certificate of Incorporation inconsistent with the purpose and intent of, this Article NINTH.

TENTH:

No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.


ELEVENTH:	Except as provided in Articles FOURTH, SEVENTH, EIGHTH and NINTH of this Certificate of Incorporation, the Corporation reserves the right to amend and repeal any provision contained in this Certificate of Incorporation in the manner prescribed by the laws of the State of Delaware, and all rights of stockholders shall be subject to this reservation.

This Restated Certificate of Incorporation was duly adopted by the Board of Directors in accordance with Section 245 of the General Corporation Law of the State of Delaware.

This Restated Certificate of Incorporation shall be effective upon filing.

IN WITNESS WHEREOF, the Corporation has caused this Restated Certificate of Incorporation to be signed by its duly authorized officer, this 30th day of October, 2009.



	CITIGROUP INC.

	/s/ Michael S. Helfer
	Name:	Michael S. Helfer
		Corporate Secretary

Exhibit I

8.125% Non-Cumulative Preferred Stock, Series AA

Section 1. Designation.

The designation of the series of preferred stock shall be “8.125% Non-Cumulative Preferred Stock, Series AA” (the “Series AA Preferred Stock”). Each share of Series AA Preferred Stock shall be identical in all respects to every other share of Series AA Preferred Stock. Series AA Preferred Stock will rank equally with Parity Stock, if any, will rank senior to Junior Stock and will rank junior to Senior Stock, if any, with respect to the payment of dividends and/or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

Section 2. Number of Shares.

The number of authorized shares of Series AA Preferred Stock shall be 149,500. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series AA Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series AA Preferred Stock.

Section 3. Definitions. As used herein with respect to Series AA Preferred Stock:

“Agent Members” has the meaning set forth in Section 15(c).

“Board of Directors” has the meaning set forth in the recitals above.

“Business Day” means any weekday that is not a legal holiday in New York, New York and is not a day on which banking institutions in New York, New York are authorized or required by law or regulation to be closed.

“Common Stock” means the common stock of the Company, par value $0.01 per share, or any other shares of the capital stock of the Company into which such shares of common stock shall be reclassified or changed.

“Depositary” means DTC or its nominee or any successor depositary appointed by the Company.

“Dividend Payment Date” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Period” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Record Date” shall have the meaning set forth in Section 4(a) hereof.

“DTC” means The Depository Trust Company.

“Global Series AA Preferred Stock” has the meaning set forth in Section 15(a).

“Holder” means the Person in whose name the shares of the Series AA Preferred Stock are registered, which may be treated by the Company, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series AA Preferred Stock for the purpose of making payment and for all other purposes.

“Junior Stock” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Series AA Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“Nonpayment” shall have the meaning set forth in Section 7(b)(i) hereof.

“Officer” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer and Head of Corporate Finance, any Assistant Treasurer, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.

“Parity Stock” means any class or series of stock of the Company hereafter authorized that ranks equally with the Series AA Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Company.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

“Preferred Stock Director” shall have the meaning set forth in Section 7(b)(i) hereof.

“Registrar” means the Transfer Agent acting in its capacity as registrar for the Series AA Preferred Stock, and its successors and assigns.

“Senior Stock” means any class or series of stock of the Company now existing or hereafter authorized which has preference or priority over the Series AA Preferred Stock as to the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“Series AA Preferred Stock” shall have the meaning set forth in Section 1 hereof.

“Transfer Agent” means The Bank of New York Mellon acting as Transfer Agent, Registrar and paying agent for the Series AA Preferred Stock, and its successors and assigns.

“Trust” shall have the meaning set forth in Section 6(d).

Section 4. Dividends.

(a)

Rate. Holders shall be entitled to receive, if, as and when declared by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $25,000 per share of Series AA Preferred Stock, and no more, payable quarterly in arrears on each February 15, May 15, August 15 and November 15; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, unless that day falls in the next calendar year, in which case payment of such dividend will occur on the immediately preceding Business Day (in either case, without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Series AA Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Series AA Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to 8.125%. The record date for payment of dividends on the Series AA Preferred Stock will be the fifteenth day of the calendar month immediately preceding the month during which the Dividend Payment Date falls or such other record date fixed by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable will be computed on the basis of a 360-day year of twelve 30-day months.

(b)

Non-Cumulative Dividends. If the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof does not declare a dividend on the Series AA Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series AA Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent Dividend Period with respect to Series AA Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Company. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c)

Priority of Dividends. So long as any share of Series AA Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series AA Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:


(i)	purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;


(ii)	purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current dividend period, including under a contractually binding stock repurchase plan;


(iii)	as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;


(iv)	the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;


(v)	the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or


(vi)	the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The foregoing restriction, however, will not apply to any Junior Stock dividends paid by the Company where the dividend stock is the same stock as that on which the dividend is being paid.

Except as provided below, for so long as any share of Series AA Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series AA Preferred Stock and any Parity Stock, all dividends declared upon shares of Series AA Preferred Stock and any Parity Stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series AA Preferred Stock and accrued dividends for the then-current Dividend Period per share of any Parity Stock (including, in the case of any such Parity Stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

Subject to the foregoing, and not otherwise, such dividends payable in cash, stock or otherwise, as may be determined by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may be declared and paid on any Junior Stock and Parity Stock from time to time out of any assets legally available for such payment, and Holders will not be entitled to participate in those dividends.

Section 5. Liquidation Rights.

(a)

Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series AA Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any dividends thereon from the last dividend payment date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b)

Partial Payment. If the assets of the Company are not sufficient to pay in full the liquidation preference plus any dividends which have been declared but not yet paid to all Holders and all holders of any Parity Stock, the amounts paid to the Holders and to the holders of all Parity Stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.


(c)	Residual Distributions. If the respective aggregate liquidating distributions to which all Holders and all holders of any Parity Stock are entitled have been paid, the holders of Junior Stock shall be entitled to receive all remaining assets of the Company according to their respective rights and preferences.


(d)	Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the

affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6. Redemption.

(a)

Optional Redemption. The Company, at the option of its Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may redeem out of funds legally available therefor, in whole or in part, the shares of Series AA Preferred Stock at the time outstanding, on any Dividend Payment Date as to which the Company has declared a dividend in full on the Series AA Preferred Stock on or after the Dividend Payment Date on February 15, 2018, upon notice given as provided in Section 6(b) below, and at a redemption price equal to $25,000 per share; provided, however, that the Company may not effect a partial redemption of the Series AA Preferred Stock unless at least 2,000 shares ($50,000,000 aggregate liquidation amount) of Series AA Preferred Stock, excluding shares of Series AA Preferred Stock held by the Company or its subsidiaries, remain outstanding after giving effect to such partial redemption.

(b)

Notice of Redemption. Notice of every redemption of shares of Series AA Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series AA Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series AA Preferred Stock. Each notice shall state:


(i)	the redemption date;


(ii)	the number of shares of Series AA Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;


(iii)	the redemption price;


(iv)	the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and


(v)	that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the Series AA Preferred Stock is held in book-entry form through DTC, the Company may give such notice in any manner permitted by DTC.

(c)

Partial Redemption. In case of any redemption of only part of the shares of Series AA Preferred Stock at the time outstanding, the shares of Series AA Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series AA Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series AA Preferred Stock shall be redeemed from time to time.

(d)

time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.

Section 7. Voting Rights.


(a)	General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by Delaware law.


(b)	Special Voting Right.

(i)

Voting Right. If and whenever dividends on the Series AA Preferred Stock or any other class or series of preferred stock that ranks on parity with Series AA Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least six quarterly Dividend Periods (whether consecutive or not) (a “Nonpayment”), the number of directors constituting the Board of Directors shall be increased by two, and the Holders (together with holders of any class or series of the Company’s authorized preferred stock having equivalent voting rights), shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the Holders and the holders of any such other class or series shall not be entitled to elect such directors to the extent such election would cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders and any other class or series of preferred stock that ranks on parity with the Series AA Preferred Stock as to payment of dividends and having equivalent voting rights is a “Preferred Stock Director.”

(ii)

Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any other class or series of stock of the Company that ranks on parity with Series AA Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request of the Holders of at least 20% of the Series AA Preferred Stock or the holders of at least 20% of such other series (addressed to the secretary at the Company’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the Holders and any other class or series of preferred stock that ranks on parity with Series AA Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid for the election of the two directors to be elected by them as provided in Section 7(b)(iii) below. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii)

Notice of Special Meeting. Notice for a special meeting will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting will hold office until the next annual meeting of the stockholders of the Company unless they have been previously terminated or removed pursuant to Section 7(b)(iv). In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by the vote of the Holders (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the stockholders.

(iv)

Termination; Removal. Whenever the Company has paid full dividends for at least four consecutive quarterly dividend periods following a Nonpayment on the Series AA Preferred Stock and any other class or series of non-cumulative preferred stock ranking on parity with Series AA Preferred Stock as to payment of dividends, if any, and has paid cumulative dividends in full on any class or series of cumulative preferred stock ranking on parity with the Series AA Preferred Stock as to payment of dividends (in each case, upon which equivalent voting rights to those set forth in Section 7(b)(iii) have been conferred and are exercisable), then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Stock Directors will immediately terminate, and the number of directors constituting the Board of Directors will be reduced accordingly. Any Preferred Stock Director may be removed at any time without cause by the Holders of a majority of the outstanding shares of the Series AA Preferred Stock (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(b).

(c)

Senior Issuances; Adverse Changes. So long as any shares of Series AA Preferred Stock are outstanding, the vote or consent of the Holders of at least two-thirds of the shares of Series AA Preferred Stock at the time outstanding, voting as a class with all other series of preferred stock ranking equally with the Series AA Preferred Stock and entitled to vote thereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:


(i)	any amendment, alteration or repeal of any provision of the Company’s Certificate of Incorporation (including the certificate of designation creating the Series AA Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences or special rights of the Series AA Preferred Stock so as to affect them adversely;

(ii)

any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock ranking prior to the Series AA Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding-up of the Company; or

(iii)

the consummation of a binding share exchange or reclassification involving the Series AA Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series AA Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series AA Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series AA Preferred Stock prior to such merger or consolidation), and (ii) such Series AA Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series AA Preferred Stock, taken as a whole; provided, however, that any increase in the amount of the authorized or issued Series AA Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series AA Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series AA Preferred Stock and Holders will have no right to vote on such an increase, creation or issuance.

adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu of all other series of preferred stock).

(d)

No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or (c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series AA Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 8. Preemption and Conversion Rights.

The Holders shall not have any rights of preemption or conversion.

Section 9. Rank.

Notwithstanding anything set forth in the Certificate of Incorporation or this Certificate of Designation to the contrary, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, without the vote of the Holders, may authorize and issue additional shares of Junior Stock or Parity Stock.

Section 10. Repurchase.

Subject to the limitations imposed herein, the Company may purchase and sell Series AA Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine; provided, however, that the Company shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Company is, or by such purchase would be, rendered insolvent; provided, further, however, that in the event that the Company beneficially owns any Series AA Preferred Stock the Company will procure that voting rights in respect of such Series AA Preferred Stock are not exercised.

Section 11. Unissued or Reacquired Shares.

Shares of Series AA Preferred Stock not issued or which have been issued and redeemed or otherwise purchased or acquired by the Company shall be restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 12. No Sinking Fund.

Shares of Series AA Preferred Stock are not subject to the operation of a sinking fund.

Section 13. Transfer Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Registrar and paying agent for the Series AA Preferred Stock shall be The Bank of New York Mellon. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 14. Replacement Certificates.

Mutilated, Destroyed, Stolen and Lost Certificates. If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.

Section 15. Form.

(a)

Global Series AA Preferred Stock. Series AA Preferred Stock may be issued in the form of one or more permanent global shares of Series AA Preferred Stock in definitive, fully registered form with a global legend in substantially the form attached hereto as Exhibit A (each, a “Global Series AA Preferred Stock”), which is hereby incorporated in and expressly made a part of this Restated Certificate of Incorporation. The Global Series AA Preferred Stock may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). The

aggregate number of shares represented by each Global Series AA Preferred Stock may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided. This Section 15(a) shall apply only to a Global Series AA Preferred Stock deposited with or on behalf of the Depositary.

(b)

Delivery to Depositary. If Global Series AA Preferred Stock is issued, the Company shall execute and the Registrar shall, in accordance with this Section, countersign and deliver initially one or more Global Series AA Preferred Stock that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to the Depositary or pursuant to instructions received from the Depositary or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar.

(c)

Agent Members. If Global Series AA Preferred Stock is issued, members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Certificate of Designation with respect to any Global Series AA Preferred Stock held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary or under such Global Series AA Preferred Stock, and the Depositary may be treated by the Company, the Registrar and any agent of the Company or the Registrar as the absolute owner of such Global Series AA Preferred Stock for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Registrar or any agent of the Company or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Series AA Preferred Stock. If Global Series AA Preferred Stock is issued, the Depositary may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Series AA Preferred Stock, or this Certificate of Designation or the Certificate of Incorporation.

(d)

Physical Certificates. Owners of beneficial interests in any Global Series AA Preferred Stock shall not be entitled to receive physical delivery of certificated shares of Series AA Preferred Stock, unless (x) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for the Global Series AA Preferred Stock and the Company does not appoint a qualified replacement for the Depositary within 90 days, (y) the Depositary ceases to be a “clearing agency” registered under the Exchange Act and the Company does not appoint a qualified replacement for the Depositary within 90 days or (z) the Company decides to discontinue the use of book-entry transfer through the Depositary. In any such case, the Global Series AA Preferred Stock shall be exchanged in whole for definitive shares of Series AA Preferred Stock in registered form, with the same terms and of an equal aggregate Liquidation Preference. Such definitive shares of Series AA Preferred Stock shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.

(e)

Signature. An Officer shall sign any Global Series AA Preferred Stock for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Series AA Preferred Stock no longer holds that office at the time the Transfer Agent countersigned the Global Series AA Preferred Stock, the Global Series AA Preferred Stock shall be valid nevertheless. A Global Series AA Preferred Stock shall not be valid until an authorized signatory of the Transfer Agent manually countersigns Global Series AA Preferred Stock. Each Global Series AA Preferred Stock shall be dated the date of its countersignature.

Section 16. Taxes.

(a)

Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series AA Preferred Stock or shares of Common Stock or other securities issued on account of Series AA Preferred Stock pursuant hereto or certificates representing such shares or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series AA Preferred Stock, shares of Common Stock or other securities in a name other than that in which the shares of Series AA Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.


(b)	Withholding. All payments and distributions (or deemed distributions) on the shares of Series AA Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 17. Notices.

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designation) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 480 Washington Boulevard, 29th Floor, Jersey City, New Jersey 07310 (Attention: Corporate Trust Office), or other agent of the Company designated as permitted by this Certificate of Designation, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

Exhibit A

FORM OF
8.125% NON-CUMULATIVE PREFERRED STOCK, SERIES AA

FACE OF SECURITY

[THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY PRIOR TO THE DATE THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH CITIGROUP INC. (THE “COMPANY”) OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS SHARES OF THE SERIES AA PREFERRED STOCK ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRANSFER AGENTS RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRANSFER AGENT. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.]

[IF GLOBAL PREFERRED STOCK IS ISSUED: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE CERTIFICATE OF DESIGNATION REFERRED TO BELOW.]

IN CONNECTION WITH ANY TRANSFER, THE HOLDER WILL DELIVER TO THE REGISTRAR AND TRANSFER AGENT SUCH CERTIFICATES AND OTHER INFORMATION AS SUCH REGISTRAR AND TRANSFER AGENT MAY REQUIRE TO CONFIRM THAT THE TRANSFER COMPLIES WITH THE FOREGOING RESTRICTIONS.



Certificate Number	Number of Shares of Series AA Preferred Stock

CUSIP NO.:

CITIGROUP INC.

8.125% Non-Cumulative Preferred Stock, Series AA
(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ](1) [ , or such number as is indicated in the records of the Registrar and the Depository,](2) fully paid and non-assessable shares of the Company’s designated 8.125% Non-Cumulative Preferred Stock, Series AA, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series AA Preferred Stock”). The shares of Series AA Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series AA Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designation dated January 24. 2008 as the same may be amended from time to time (the “Certificate of Designation”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designation. The Company will provide a copy of the Certificate of Designation to a Holder without charge upon written request to the Company at its principal place of business.

Reference is hereby made to select provisions of the Series AA Preferred Stock set forth on the reverse hereof, and to the Certificate of Designation, which select provisions and the Certificate of Designation shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designation and is entitled to the benefits thereunder.

Unless the Registrar has properly countersigned, these shares of Series AA Preferred Stock shall not be entitled to any benefit under the Certificate of Designation or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] this day of , .



CITIGROUP INC.

By:
Name:
Title:

(1) This phrase should be included only if the share certificate evidences certificated shares of Series AA Preferred Stock.

(2) This phrase should be included only if the share certificate evidences Global Series AA Preferred Stock.

REGISTRAR’S COUNTERSIGNATURE

These are shares of Series AA Preferred Stock referred to in the within-mentioned Certificate of Designation.

Dated:



THE BANK OF NEW YORK MELLON, as Registrar

By:
Name:
Title:

REVERSE OF CERTIFICATE

Dividends on each share of Series AA Preferred Stock shall be payable at the rate provided in the Certificate of Designation.

The shares of Series AA Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designation.

The Company shall furnish without charge to each holder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Company and the qualifications, limitations or restrictions of such preferences and/or rights.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series AA Preferred Stock evidenced hereby to:

(Insert assignee’s social security or taxpayer identification number)

(Insert address and zip code of assignee)

and irrevocably appoints:

as agent to transfer the shares of Series AA Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.

Date:

Signature:

(Sign exactly as your name appears on the other side of this Certificate)



Signature Guarantee:

(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)

Exhibit II

8.40% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series E

Section 1. Designation.

The designation of the series of preferred stock shall be “8.40% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series E.” Each share of Series E Preferred Stock shall be identical in all respects to every other share of Series E Preferred Stock. Series E Preferred Stock will rank equally with Parity Stock, will rank senior to Junior Stock and will rank junior to Senior Stock, if any, with respect to the payment of dividends and/or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affair of the Company.

Section 2. Number of Shares.

The number of authorized shares of Series E Preferred Stock shall be 240,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series E Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series E Preferred Stock.

Section 3. Definitions. As used herein with respect to Series E Preferred Stock:

“Agent Members” has the meaning set forth in Section 15(c).

“Board of Directors” has the meaning set forth in the recitals above.

“Business Day” means any weekday that is not a legal holiday in New York City and is not a day on which banking institutions in New York City are authorized or required by law or regulation to be closed.

“Calculation Agent” means the Transfer Agent acting in its capacity as calculation agent for the Series E Preferred Stock, and its successors and assigns.

“Depositary” means DTC or its nominee or any successor depositary appointed by the Company.

“Dividend Payment Date” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Period” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Record Date” shall have the meaning set forth in Section 4(a) hereof.

“DTC” means The Depository Trust Company.

“Global Series E Preferred Stock” has the meaning set forth in Section 15(a).

“Holder” means the Person in whose name the shares of the Series E Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series E Preferred Stock for the purpose of making payment and for all other purposes.

“Junior Stock” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Series E Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“LIBOR Determination. Date” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.

“London Banking Day” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.

“Nonpayment” shall have the meaning set forth in Section 7(b)(i) hereof.

“Parity Stock” means any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series E Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Company.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

“Preferred Stock Director” shall have the meaning set forth in Section 7(b)(i) hereof.

“Registrar” means the Transfer Agent acting in its capacity as registrar for the Series E Preferred Stock, and its successors and assigns.

“Reuters Screen LIBOR01 Page” means the display designated on the Reuters Screen LIBOR01 Page (or such other page as may replace Reuters Screen LIBOR01 Page on the service or such other service as may be nominated by the British Bankers’ Association for the purpose of displaying London interbank offered rates for United States dollar deposits).

“Senior Stock” means any class or series of stock of the Company now existing or hereafter authorized which has preference or priority over the Series E Preferred Stock as to the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“Series E Preferred Stock” shall have the meaning set forth in Section I hereof.

“Three-month LIBOR” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters Screen LIBOR01 Page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on Reuters Screen LIBOR01 Page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on April 30, 2018, 2.920%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.

“Transfer Agent” means The Bank of New York Mellon acting as Transfer Agent, Calculation Agent, Registrar and paying agent for the Series E Preferred Stock, and its successors and assigns.

“Trust” shall have the meaning set forth in Section 6(d).

Section 4. Dividends.

(a)

Rate. Holders shall be entitled to receive, if, as and when declared by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee of the Board of Directors, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $25,000 per share of Series E Preferred Stock, and no more, payable (i) semi-annually in arrears on each April 30 and October 30 from the date of issuance to, but excluding, April 30, 2018, and (ii) quarterly in arrears on each January 30, April 30, July 30, and October 30 from and including April 30, 2018; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (i) on or prior to April 30, 2018, without any interest or other payment in respect of such delay, and (ii) after April 30, 2018, with dividends accruing to the actual payment date (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Series E Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Series E Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 8.40%, for each Dividend Period from and including the date of issuance to, but excluding, April 30, 2018 and (ii) the greater of (x) Three-month LIBOR plus 4.0285% and (y) 7.7575%, for each Dividend Period from and including April 30, 2018. The record date for payment of dividends on the Series E Preferred Stock will be the fifteenth day of the calendar month immediately preceding the month during which the Dividend Payment Date falls or such other record date fixed by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to April 30, 2018 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after April 30, 2018 will be computed on the basis of a 360-day year and the actual number of days elapsed.

(b)

Non-Cumulative Dividends. If the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof does not declare a dividend on the Series E Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series E Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent Dividend Period with respect to Series E Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Company. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c)

Priority of Dividends. So long as any share of Series E Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series E Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:


(i)	purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;


(ii)	purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current dividend period, including under a contractually binding stock repurchase plan;


(iii)	as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;


(iv)	the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;


(v)	the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or


(vi)	the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The foregoing restriction, however, will not apply to any Junior Stock dividends paid by the Company where the dividend stock is the same stock as that on which the dividend is being paid.

Except as provided below, for so long as any share of Series E Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series E Preferred Stock and any Parity Stock, all dividends declared upon shares of Series E Preferred Stock and any Parity Stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series E Preferred Stock and accrued dividends for the then-current Dividend Period per share of any Parity Stock (including, in the case of any such Parity Stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

Section 5. Liquidation Rights.

(a)

Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series E Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any accrued dividends thereon from the last dividend payment date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b)


(c)	Residual Distributions. If the respective aggregate liquidating distributions to which all Holders and all holders of any Parity Stock are entitled have been paid, the holders of Junior Stock shall be entitled to receive all remaining assets of the Company according to their respective rights and preferences.

(d)

Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6. Redemption.

(a)

Optional Redemption. The Company, at the option of its Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may redeem out of funds legally available therefor, in whole or in part, the shares of Series E Preferred Stock at the time outstanding, on any Dividend Payment Date on or after April 30, 2018 as to which the Company has declared a dividend in full on the Series E Preferred Stock, upon notice given as provided in Section 6(b) below, and at a redemption price equal to $25,000 per share; provided, however, that the Company may not effect a partial redemption of the Series E Preferred Stock unless at least 2,000 shares ($50,000,000 aggregate liquidation amount) of Series E Preferred Stock, excluding shares of Series E Preferred Stock held by the Company or its subsidiaries, remain outstanding after giving effect to such partial redemption.


(b)	Notice of Redemption. Notice of every redemption of shares of Series E Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date

fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series E Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series E Preferred Stock. Each notice shall state:


(i)	the redemption date;


(ii)	the number of shares of Series E Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;


(iii)	the redemption price;


(iv)	the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and


(v)	that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the Series E Preferred Stock is held in book-entry form through DTC, the Company may give such notice in any manner permitted by DTC.

(c)

Partial Redemption. In case of any redemption of only part of the shares of Series E Preferred Stock at the time outstanding, the shares of Series E Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series E Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series E Preferred Stock shall be redeemed from time to time.

(d)

Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, in trust for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof (the “Trust”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.

Section 7. Voting Rights.


(a)	General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by Delaware law.


(b)	Special Voting Right.

(i) Voting Right. If and whenever dividends on the Series E Preferred Stock or any other class or series of preferred stock that ranks on parity with Series E Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods (whether consecutive or not) (a “Nonpayment”), the number of directors constituting the Board of Directors shall be increased by two, and the Holders (together with holders of any class or series of the

Company’s authorized preferred stock having equivalent voting rights), shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the Holders and the holders of any such other class or series shall not be entitled to elect such directors to the extent such election would cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders and any other class or series of preferred stock that ranks on parity with the Series E Preferred Stock as to payment of dividends and having equivalent voting rights is a “Preferred Stock Director.”

(ii)

Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any other class or series of stock of the Company that ranks on parity with Series E Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request of the Holders of at least 20% of the Series E Preferred Stock or the holders of at least 20% of such other series (addressed to the secretary at the Company’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the Holders and any other class or series of preferred stock that ranks on parity with Series E Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid for the election of the two directors to be elected by them as provided in Section 7(b)(iii) below. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii)

(iv)

Termination; Removal. Whenever the Company has paid full dividends for at least two consecutive semi-annual or four consecutive quarterly dividend periods following a Nonpayment on the Series E Preferred Stock and any other class or series of non-cumulative preferred stock ranking on parity with Series E Preferred Stock as to payment of dividends, if any, and has paid cumulative dividends in full on any class or series of cumulative preferred stock ranking on parity with the Series E Preferred Stock as to payment of dividends (in each case, upon which equivalent voting rights to those set forth in Section 7(b)(iii) have been conferred and are exercisable), then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar nonpayment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Stock Directors will immediately terminate, and the number of directors constituting the Board of Directors will be reduced accordingly. Any Preferred Stock Director may be removed at any time without cause by the Holders of a majority of the outstanding shares of the Series E Preferred Stock (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(b).

(c)

Senior Issuances; Adverse Changes. So long as any shares of Series E Preferred Stock are outstanding, the vote or consent of the Holders of at least two-thirds of the shares of Series E Preferred Stock at the time outstanding, voting as a class with all other series of preferred stock ranking equally with the Series E Preferred Stock and entitled to vote thereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose,

will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:


(i)	any amendment, alteration or repeal of any provision of the Company’s Certificate of Incorporation (including the certificate of designation creating the Series E Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences or special rights of the Series E Preferred Stock so as to affect them adversely;

(ii)

any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock ranking prior to the Series E Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding-up of the Company; or

(iii)

the consummation of a binding share exchange or reclassification involving the Series E Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series E Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series E Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series E Preferred Stock prior to such merger or consolidation), and (ii) such Series E Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series E Preferred Stock, taken as a whole;

provided, however, that any increase in the amount of the authorized or issued Series E Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series E Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series E Preferred Stock and Holders will have no right to vote on such an increase, creation or issuance.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect one or more but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu of all other series of preferred stock).

(d)

No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or (c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series E Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 8. Preemption and Conversion Rights.

The Holders shall not have any rights of preemption or conversion.

Section 9. Rank.

Section 10. Repurchase.

Subject to the limitations imposed herein, the Company may purchase and sell Series E Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine; provided, however, that the Company shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Company is, or by such purchase would be, rendered insolvent; provided, further, however, that in the event that the Company beneficially owns any Series E Preferred Stock, the Company will procure that voting rights in respect of such Series E Preferred Stock are not exercised.

Section 11. Unissued or Reacquired Shares.

Shares of Series E Preferred Stock not issued or which have been issued and redeemed or otherwise purchased or acquired by the Company shall be restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 12. No Sinking Fund.

Shares of Series E Preferred Stock are not subject to the operation of a sinking fund.

Section 13. Transfer Agent, Calculation Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series E Preferred Stock shall be The Bank of New York Mellon. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 14. Replacement Certificates.

Section 15. Form.

(a) Global Series E Preferred Stock. Series E Preferred Stock may be issued in the form of one or more permanent global shares of Series E Preferred Stock in definitive, fully registered form with a global legend in substantially the form attached hereto as Exhibit A (each, a “Global Series E Preferred Stock”), which is hereby incorporated in and expressly made a part of this Certificate of Designation. The Global Series E Preferred Stock may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). The aggregate number of shares represented by each Global Series E Preferred Stock may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided. This Section 15(a) shall apply only to a Global Series E Preferred Stock deposited with or on behalf of the Depositary.

(b)

Delivery to Depositary. If Global Series E Preferred Stock is issued, the Company shall execute and the Registrar shall, in accordance with this Section, countersign and deliver initially one or more Global Series E Preferred Stock that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to the Depositary or pursuant to instructions received from the Depositary or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar.

(c)

Agent Members. If Global Series E Preferred Stock is issued, members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Certificate of Designation with respect to any Global Series E Preferred Stock held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary or under such Global Series E Preferred Stock, and the Depositary may be treated by the Company, the Registrar and any agent of the Company or the Registrar as the absolute owner of such Global Series E Preferred Stock for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Registrar or any agent of the Company or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Series E Preferred Stock. If Global Series E Preferred Stock is issued, the Depositary may grant proxies or otherwise authorize any Person to take any action

that a Holder is entitled to take pursuant to the Series E Preferred Stock, this Certificate of Designation or the Certificate of Incorporation.

(d)

Physical Certificates. Owners of beneficial interests in any Global Series E Preferred Stock shall not be entitled to receive physical delivery of certificated shares of Series E Preferred Stock, unless (x) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for the Global Series E Preferred Stock and the Company does not appoint a qualified replacement for the Depositary within 90 days, (y) the Depositary ceases to be a “clearing agency” registered under the Exchange Act and the Company does not appoint a qualified replacement for the Depositary within 90 days or (z) the Company decides to discontinue the use of book-entry transfer through the Depositary. In any such case, the Global Series E Preferred Stock shall be exchanged in whole for definitive shares of Series E Preferred Stock in registered form, with the same terms and of an equal aggregate Liquidation Preference. Such definitive shares of Series E Preferred Stock shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.

(e)

Signature. An Officer shall sign any Global Series E Preferred Stock for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Series E Preferred Stock no longer holds that office at the time the Transfer Agent countersigned the Global Series E Preferred Stock, the Global Series E Preferred Stock shall be valid nevertheless. A Global Series E Preferred Stock shall not be valid until an authorized signatory of the Transfer Agent manually countersigns Global Series E Preferred Stock. Each Global Series E Preferred Stock shall be dated the date of its countersignature.

Section 16. Taxes.

(a)

Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series E Preferred Stock or shares of Common Stock or other securities issued on account of Series E Preferred Stock pursuant hereto or certificates representing such shares or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series E Preferred Stock, shares of Common Stock or other securities in a name other than that in which the shares of Series E Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.


(b)	Withholding. All payments and distributions (or deemed distributions) on the shares of Series E Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 17. Notices.

Exhibit A

FORM OF
% FIXED RATE / FLOATING RATE NON-CUMULATIVE PREFERRED STOCK, SERIES E
FACE OF SECURITY

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.



Certificate Number		Number of Shares of Series E Preferred Stock

		CUSIP NO.:

CITIGROUP INC.

% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series E
(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated % Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series E, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series E Preferred Stock”). The shares of Series E Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series E Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designation dated April 25, 2008 as the same may be amended from time to time (the “Certificate of Designation”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designation. The Company will provide a copy of the Certificate of Designation to a Holder without charge upon written request to the Company at its principal place of business.

Reference is hereby made to select provisions of the Series E Preferred Stock set forth on the reverse hereof, and to the Certificate of Designation, which select provisions and the Certificate of Designation shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designation and is entitled to the benefits thereunder.

Unless the Registrar has properly countersigned, these shares of Series E Preferred Stock shall not be entitled to any benefit under the Certificate of Designation or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] this day of , .



CITIGROUP INC.
By:
Name:
Title:

REGISTRAR’S COUNTERSIGNATURE

These are shares of Series E Preferred Stock referred to in the within-mentioned Certificate of Designation.

Dated:



THE BANK OF NEW YORK MELLON, as Registrar

By:
Name:
Title:

REVERSE OF CERTIFICATE

Dividends on each share of Series E Preferred Stock shall be payable at the rate provided in the Certificate of Designation.

The shares of Series E Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designation.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series E Preferred Stock evidenced hereby to:

________________________________________________________________

(Insert assignee’s social security or taxpayer identification number, if any)

________________________________________________________________

(Insert address and zip code of assignee) and irrevocably appoints:

________________________________________________________________

as agent to transfer the shares of Series E Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.



Date:

Signature:

________________________________________________________________



(Sign exactly as your name appears on the other side of this Certificate)

Signature Guarantee:

Exhibit III

8.50% Non-Cumulative Preferred Stock, Series F

Section 1. Designation.

The designation of the series of preferred stock shall be “8.50% Non-Cumulative Preferred Stock, Series F” (the “Series F Preferred Stock”). Each share of Series F Preferred Stock shall be identical in all respects to every other share of Series F Preferred Stock. Series F Preferred Stock will rank equally with Parity Stock, will rank senior to Junior Stock and will rank junior to Senior Stock, if any, with respect to the payment of dividends and/or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

Section 2. Number of Shares.

The number of authorized shares of Series F Preferred Stock shall be 92,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series F Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series F Preferred Stock.

Section 3. Definitions. As used herein with respect to Series F Preferred Stock:

“Agent Members” has the meaning set forth in Section 15(c).

“Board of Directors” has the meaning set forth in the recitals above.

“Depositary” means DTC or its nominee or any successor depositary appointed by the Company.

“Dividend Payment Date” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Period” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Record Date” shall have the meaning set forth in Section 4(a) hereof.

“DTC” means The Depository Trust Company.

“Global Series F Preferred Stock” has the meaning set forth in Section 15(a).

“Holder” means the Person in whose name the shares of the Series F Preferred Stock are registered, which may be treated by the Company, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series F Preferred Stock for the purpose of making payment and for all other purposes.

“Junior Stock” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Series F Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“Nonpayment” shall have the meaning set forth in Section 7(b)(i) hereof.

“Parity Stock” means any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series F Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Company.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

“Preferred Stock Director” shall have the meaning set forth in Section 7(b)(i) hereof.

“Registrar” means the Transfer Agent acting in its capacity as registrar for the Series F Preferred Stock, and its successors and assigns.

“Senior Stock” means any class or series of stock of the Company now existing or hereafter authorized which has preference or priority over the Series F Preferred Stock as to the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“Series F Preferred Stock” shall have the meaning set forth in Section 1 hereof.

“Transfer Agent” means The Bank of New York Mellon acting as Transfer Agent, Registrar and paying agent for the Series F Preferred Stock, and its successors and assigns.

“Trust” shall have the meaning set forth in Section 6(d).

Section 4. Dividends.

(a)

Rate. Holders shall be entitled to receive, if, as and when declared by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee of the Board of Directors, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $25,000 per share of Series F Preferred Stock, and no more, payable quarterly in arrears on March 15, June 15, September 15 and December 15 of each year, beginning on June 15, 2008; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, (without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Series F Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Series F Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to 8.50%. The record date for payment of dividends on the Series F Preferred Stock will be the fifteenth day of the calendar month immediately preceding the month during which the Dividend Payment Date falls or such other record date fixed by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable will be computed on the basis of a 360-day year of twelve 30-day months.

(b)

Non-Cumulative Dividends. If the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof does not declare a dividend on the Series F Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series F Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent Dividend Period with respect to Series F Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Company. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c)

Priority of Dividends. So long as any share of Series F Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series F Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:


(i)	purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;


(ii)	purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current dividend period, including under a contractually binding stock repurchase plan;


(iii)	as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;


(iv)	the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;


(v)	the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or


(vi)	the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The foregoing restriction, however, will not apply to any Junior Stock dividends paid by the Company where the dividend stock is the same stock as that on which the dividend is being paid.

Except as provided below, for so long as any share of Series F Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series F Preferred Stock and any Parity Stock, all dividends declared upon shares of Series F Preferred Stock and any Parity Stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then current Dividend Period per share of Series F Preferred Stock and accrued dividends for the then-current Dividend Period per share of any Parity Stock (including, in the case of any such Parity Stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

Section 5. Liquidation Rights.

(a)

Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Series F Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference $25,000 per share, plus any accrued dividends thereon from the last dividend payment date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b)


(c)	Residual Distributions. If the respective aggregate liquidating distributions to which all Holders and all holders of any Parity Stock are entitled have been paid, the holders of Junior Stock shall be entitled to receive all remaining assets of the Company according to their respective rights and preferences.

(d)

Company into or with any other corporation or person or the merger, consolidation or any other business combination transaction of any other corporation or person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6. Redemption.

(a)

(b)

Notice of Redemption. Notice of every redemption of shares of Series F Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series F Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series F Preferred Stock. Each notice shall state:


(i)	the redemption date;


(ii)	the number of shares of Series F Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;


(iii)	the redemption price;


(iv)	the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and


(v)	that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the Series F Preferred Stock is held in book-entry form through DTC, the Company may give such notice in any manner permitted by DTC.

(c)

Partial Redemption. In case of any redemption of only part of the shares of Series F Preferred Stock at the time outstanding, the shares of Series F Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series F Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series F Preferred Stock shall be redeemed from time to time.

(d)

for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.

Section 7. Voting Rights.


(a)	General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by Delaware law.


(b)	Special Voting Right.

(i)

Voting Right. If and whenever dividends on the Series F Preferred Stock or any other class or series of preferred stock that ranks on parity with Series F Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least six quarterly Dividend Periods (whether consecutive or not) (a “Nonpayment”), the number of directors constituting the Board of Directors shall be increased by two, and the Holders (together with holders of any class or series of the Company’s authorized preferred stock having equivalent voting rights), shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the Holders and the holders of any such other class or series shall not be entitled to elect such directors to the extent such election would cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders and any other class or series of preferred stock that ranks on parity with the Series F Preferred Stock as to payment of dividends and having equivalent voting rights is a “Preferred Stock Director.”

(ii)

Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any other class or series of stock of the Company that ranks on parity with Series F Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request of the Holders of at least 20% of the Series F Preferred Stock or the holders of at least 20% of such other series (addressed to the secretary at the Company’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the Holders and any other class or series of preferred stock that ranks on parity with Series F Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid for the election of the two directors to be elected by them as provided in Section 7(b)(iii) below. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii)

(iv)

Termination; Removal. Whenever the Company has paid full dividends for at least four consecutive quarterly dividend periods following a Nonpayment on the Series F Preferred Stock and any other class or series of non-cumulative preferred stock ranking on parity with Series F Preferred Stock as to payment of dividends, if any, and has paid cumulative dividends in full on any class or series of cumulative preferred stock ranking on parity with the Series F Preferred Stock as to payment of dividends (in each case, upon which equivalent voting rights to those set forth in Section 7(b)(iii) have been conferred and are exercisable), then the right of the Holders to

elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Stock Directors will immediately terminate, and the number of directors constituting the Board of Directors will be reduced accordingly. Any Preferred Stock Director may be removed at any time without cause by the Holders of a majority of the outstanding shares of the Series F Preferred Stock (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 7(b).

(c)

Senior Issuances; Adverse Changes. So long as any shares of Series F Preferred Stock are outstanding, the vote or consent of the Holders of at least two-thirds of the shares of Series F Preferred Stock at the time outstanding, voting as a class with all other series of preferred stock ranking equally with the Series F Preferred Stock and entitled to vote thereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:


(i)	any amendment, alteration or repeal of any provision of the Company’s Certificate of Incorporation (including the certificate of designation creating the Series F Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences or special rights of the Series F Preferred Stock so as to affect them adversely;

(ii)

any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock ranking prior to the Series F Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding-up of the Company; or

(iii)

the consummation of a binding share exchange or reclassification involving the Series F Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series F Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series F Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series F Preferred Stock prior to such merger or consolidation), and (ii) such Series F Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series F Preferred Stock taken as a whole; provided, however, that any increase in the amount of the authorized or issued Series F Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series F Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series F Preferred Stock and Holders will have no right to vote on such an increase, creation or issuance.

(d)

No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or (c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series F Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 8. Preemption and Conversion Rights.

The Holders shall not have any rights of preemption or conversion.

Section 9. Rank.

Section 10. Repurchase.

Subject to the limitations imposed herein, the Company may purchase and sell Series F Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine; provided, however, that the Company shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Company is, or by such purchase would be, rendered insolvent; provided, further, however, that in the event that the Company beneficially owns any Series F Preferred Stock, the Company will procure that voting rights in respect of such Series F Preferred Stock are not exercised.

Section 11. Unissued or Reacquired Shares.

Shares of Series F Preferred Stock not issued or which have been issued and redeemed or otherwise purchased or acquired by the Company shall be restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 12. No Sinking Fund.

Shares of Series F Preferred Stock are not subject to the operation of a sinking fund.

Section 13. Transfer Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Registrar and paying agent for the Series F Preferred Stock shall be The Bank of New York Mellon. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 14. Replacement Certificates.

Section 15. Form.

(a)

Global Series F Preferred Stock. Series F Preferred Stock may be issued in the form of one or more permanent global shares of Series F Preferred Stock in definitive, fully registered form with a global legend in substantially the form attached hereto as Exhibit A (each, a “Global Series F Preferred Stock”), which is hereby incorporated in and expressly made a part of this Certificate of Designation. The Global Series F Preferred Stock may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). The aggregate number of shares represented by each Global Series F Preferred Stock may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided. This Section 15(a) shall apply only to a Global Series F Preferred Stock deposited with or on behalf of the Depositary.


(b)	Delivery to Depositary. If Global Series F Preferred Stock is issued, the Company shall execute and the Registrar shall, in accordance with this Section, countersign and deliver initially one or more Global Series F Preferred Stock that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the

Registrar to the Depositary or pursuant to instructions received from the Depositary or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar.

(c)

Agent Members. If Global Series F Preferred Stock is issued, members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Certificate of Designation with respect to any Global Series F Preferred Stock held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary or under such Global Series F Preferred Stock and the Depositary may be treated by the Company, the Registrar and any agent of the Company or the Registrar as the absolute owner of such Global Series F Preferred Stock for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Registrar or any agent of the Company or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Series F Preferred Stock. If Global Series F Preferred Stock is issued, the Depositary may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Series F Preferred Stock, this Certificate of Designation or the Certificate of Incorporation.

(d)

Physical Certificates. Owners of beneficial interests in any Global Series F Preferred Stock shall not be entitled to receive physical delivery of certificated shares of Series F Preferred Stock, unless (x) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for the Global Series F Preferred Stock and the Company does not appoint a qualified replacement for the Depositary within 90 days, (y) the Depositary ceases to be a “clearing agency” registered under the Exchange Act and the Company does not appoint a qualified replacement for the Depositary within 90 days or (z) the Company decides to discontinue the use of book-entry transfer through the Depositary. In any such case, the Global Series F Preferred Stock shall be exchanged in whole for definitive shares of Series F Preferred Stock in registered form, with the same terms and of an equal aggregate Liquidation Preference. Such definitive shares of Series F Preferred Stock shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.

(e)

Signature. An Officer shall sign any Global Series F Preferred Stock for the Company in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Series F Preferred Stock no longer holds that office at the time the Transfer Agent countersigned the Global Series F Preferred Stock, the Global Series F Preferred Stock shall be valid nevertheless. A Global Series F Preferred Stock shall not be valid until an authorized signatory of the Transfer Agent manually countersigns Global Series F Preferred Stock. Each Global Series F Preferred Stock shall be dated the date of its countersignature.

Section 16. Taxes.

(a)

Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series F Preferred Stock or shares of Common Stock or other securities issued on account of Series F Preferred Stock pursuant hereto or certificates representing such shares or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series F Preferred Stock, shares of Common Stock or other securities in a name other than that in which the shares of Series F Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.


(b)	Withholding. All payments and distributions (or deemed distributions) on the shares of Series F Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 17. Notices.

records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

Exhibit A

FORM OF

8.50% NON-CUMULATIVE PREFERRED STOCK, SERIES F

FACE OF SECURITY

REGISTRAR’S COUNTERSIGNATURE

These are shares of Series F Preferred Stock referred to in the within-mentioned Certificate of Designation.

Dated:



THE BANK OF NEW YORK MELLON, as Registrar

By:
Name:
Title:

REVERSE OF CERTIFICATE

Dividends on each share of Series F Preferred Stock shall be payable at the rate provided in the Certificate of Designation.

The shares of Series F Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designation.

The Company shall furnish without charge to each holder who so requests the powers, designation, preferences and relative, participating, optional or other special rights of each class or series of share capital issued by the Company and the qualifications. limitations or restrictions of such preferences and/or rights.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series F Preferred Stock evidenced hereby to:

(Insert assignees social security or taxpayer identification number, if any)

(Insert address and zip code of assignee)

and irrevocably appoints:

as agent to transfer the shares of Series F Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.



Date:
Signature:


(Sign exactly as your name appears on the other side of this Certificate)

Signature Guarantee:

(Signature must be guaranteed by an “eligible guarantor institution” that is a bank, stockbroker, savings and loan association or credit union meeting the requirements of the Transfer Agent, which requirements include membership or participation in the Securities Transfer Agents Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Transfer Agent in addition to, or in substitution for STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.)

Exhibit IV

Series R Participating Cumulative Preferred Stock

Section 1. Designation and Number of Shares.

The shares of such series shall be designated as “Series R Participating Cumulative Preferred Stock” (the “Series R Preferred Stock”), and the number of shares constituting such series shall be 28,000. Such number of shares of the Series R Preferred Stock may be increased or decreased by resolution of the Board of Directors; provided that no decrease shall reduce the number of shares of Series R Preferred Stock to a number less than the number of shares then outstanding plus the number of shares issuable upon exercise or conversion of outstanding rights, options or other securities issued by the Corporation.

Section 2. Dividends and Distributions.

(a)

Subject to the prior and superior rights of the holders of any shares of any class or series of stock of the Corporation ranking prior and superior to the shares of Series R Preferred Stock with respect to dividends, the holders of shares of Series R Preferred Stock, in preference to the holders of shares of any class or series of stock of the Corporation ranking junior to the Series R Preferred Stock in respect thereof, shall be entitled to receive, when, as and if declared by the Board of Directors out of funds legally available for the purpose, regular quarterly dividends payable on such dates each year as designated by the Board of Directors (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of any share or fraction of a share of Series R Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (i) $1.00 and (ii) the Multiplier Number times the aggregate per share amount of all cash dividends or other distributions and the Multiplier Number times the aggregate per share amount of all non-cash dividends or other distributions (other than (A) a dividend payable in shares of Common Stock, par value $0.01 per share, of the Corporation (the “Common Stock”) or (B) a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise)), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series R Preferred Stock. As used herein, the “Multiplier Number” shall be 1,000,000; provided that if, at any time after June 9, 2009, there shall be any change in the Common Stock, whether by reason of stock dividends, stock splits, reverse stock splits, recapitalization, mergers, consolidations, combinations or exchanges of securities, split-ups, split-offs, spin-offs, liquidations or other similar changes in capitalization, or any distribution or issuance of shares of its capital stock in a merger, share exchange, reclassification, or change of the outstanding shares of Common Stock, then in each such event the Board of Directors shall adjust the Multiplier Number to the extent appropriate such that following such adjustment each share of Series R Preferred Stock shall be in the same economic position as prior to such event.

(b)

The Corporation shall declare a dividend or distribution on the Series R Preferred Stock as provided in Section 2(a) immediately after it declares a dividend or distribution on the Common Stock (other than as described in Sections 2(a)(ii)(A) and 2(a)(ii)(B)); provided that if no dividend or distribution shall have been declared on the Common Stock during the period between any Quarterly Dividend Payment Date and the next subsequent Quarterly Dividend Payment Date (or, with respect to the first Quarterly Dividend Payment Date, the period between the first issuance of any share or fraction of a share of Series R Preferred Stock and such first Quarterly Dividend Payment Date), a dividend of $1.00 per share on the Series R Preferred Stock shall nevertheless be payable on such subsequent Quarterly Dividend Payment Date.

(c)

Dividends shall begin to accrue and be cumulative on outstanding shares of Series R Preferred Stock from the Quarterly Dividend Payment Date immediately preceding the date of issuance of such shares of Series R Preferred Stock, unless the date of issuance of such shares is on or before the record date for the first Quarterly Dividend Payment Date, in which case dividends on such shares shall begin to accrue and be cumulative from the date of issue of such shares, or unless the date of issue is a date after the record date for the determination of holders of shares of Series R Preferred Stock entitled to receive a quarterly dividend and on or before such Quarterly Dividend Payment Date, in which case dividends shall begin to accrue and be cumulative from such Quarterly Dividend Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends paid on shares of Series R Preferred Stock in an amount less than the total amount of such dividends at the time accrued and payable on such shares shall be allocated pro rata on a share-by-share basis among all such shares at the time outstanding. The Board of Directors may fix a record date for the determination of holders of shares of Series R Preferred Stock entitled to receive payment of a dividend or distribution declared thereon, which record date shall not be more than 60 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights. In addition to any other voting rights required by law, the holders of shares of Series R Preferred Stock shall have the following voting rights:

(a) Each share of Series R Preferred Stock shall entitle the holder thereof to a number of votes equal to the Multiplier Number on all matters submitted to a vote of stockholders of the Corporation.

(b) Except as otherwise provided herein or by law, the holders of shares of Series R Preferred Stock and the holders of shares of Common Stock shall vote together as a single class on all matters submitted to a vote of stockholders of the Corporation.

(c) (i) If at any time dividends on any Series R Preferred Stock shall be in arrears in an amount equal to six quarterly dividends thereon, the occurrence of such contingency shall mark the beginning of a period (herein called a “default period”) which shall extend until such time when all accrued and unpaid dividends for all previous quarterly dividend periods and for the current quarterly dividend period on all shares of Series R Preferred Stock then outstanding shall have been declared and paid or set apart for payment. During each default period, all holders of Series R Preferred Stock and any other series of Preferred Stock then entitled as a class to elect directors, voting together as a single class, irrespective of series, shall have the right to elect two Directors.

(ii)

During any default period, such voting right of the holders of Series R Preferred Stock may be exercised initially at a special meeting called pursuant to Section 3(c)(iii) hereof or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders; provided that neither such voting right nor the right of the holders of any other series of Preferred Stock, if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless the holders of 10% in number of shares of Preferred Stock outstanding shall be present in person or by proxy. The absence of a quorum of holders of Common Stock shall not affect the exercise by holders of Preferred Stock of such voting right. At any meeting at which holders of Preferred Stock shall initially exercise such voting right, they shall have the right, voting as a class, to elect Directors to fill such vacancies, if any, in the Board of Directors as may then exist up to two Directors or, if such right is exercised at an annual meeting, to elect two Directors. If the number which may be so elected at any special meeting does not amount to the required number, the holders of the Preferred Stock shall have the right to make such increase in the number of Directors as shall be necessary to permit the election by them of the required number. After the holders of the Preferred Stock shall have exercised their right to elect Directors in any default period and during the continuance of such period, the number of Directors shall not be increased or decreased except by vote of the holders of Preferred Stock as herein provided or pursuant to the rights of any equity securities ranking senior to or pari passu with the Series R Preferred Stock.

(iii) Unless the holders of Preferred Stock shall have previously exercised their right to elect Directors during an existing default period, the Board of Directors may order, or any stockholder or stockholders owning in the aggregate not less than 10% of the total number of shares of Preferred Stock outstanding, irrespective of series, may request, the calling of a special meeting of holders of Preferred Stock, which meeting shall thereupon be called by the Chief Executive Officer, a Vice President or the Secretary of the Corporation. Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this Section 3(c)(iii) shall be given to each holder of record of Preferred Stock by mailing such notice to him at the address of such holder shown on the registry books of the Corporation. Such meeting shall be called for a time not earlier than 20 days and not later than 60 days after such order or request or in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any stockholder or stockholders owning in the aggregate not less than 10% of the total number of shares of Preferred Stock outstanding, irrespective of series. Notwithstanding the provisions of this Section 3(c)(iii), no such special meeting shall be called during the period within 60 days immediately preceding the date fixed for the next annual meeting of stockholders.

(iv) In any default period, the holders of Common Stock, and other classes of stock of the Corporation if applicable, shall continue to be entitled to elect the whole number of Directors until the holders of Preferred Stock shall have exercised their right to elect two Directors voting as a class, after the exercise of which right (x) the Directors so elected by the holders of Preferred Stock shall continue in office until their successors shall have been elected by such holders or until the expiration of the default period, and (y) any vacancy in the Board of Directors may (except as provided in Section 3(c)(ii) hereof) be filled by vote of a majority of the remaining Directors theretofore elected by the holders of the class of stock which elected the Director whose office shall have become vacant. References in this Section 3(c) to Directors elected by the holders of a particular class of stock shall include Directors elected by such Directors to fill vacancies as provided in clause (y) of the foregoing sentence.

(v) Immediately upon the expiration of a default period, (x) the right of the holders of Preferred Stock as a class to elect Directors shall cease, (y) the term of any Directors elected by the holders of Preferred Stock as a class

shall terminate, and (z) the number of Directors shall be such number as may be provided for in the certificate of incorporation or bylaws irrespective of any increase made pursuant to the provisions of Section 3(c)(ii) (such number being subject, however, to change thereafter in any manner provided by law or in the certificate of incorporation or bylaws). Any vacancies in the Board of Directors effected by the provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors.


(d)	The certificate of incorporation of the Corporation shall not be amended in any manner (whether by merger or otherwise) so as to adversely affect the powers, preferences or special rights of the Series R Preferred Stock without the affirmative vote of the holders of a majority of the outstanding shares of Series R Preferred Stock, voting separately as a class.


(e)	Except as otherwise expressly provided herein, holders of Series R Preferred Stock shall have no special voting rights and their consent shall not be required (except to the extent they are entitled to vote with holders of Common Stock as set forth herein) for taking any corporate action.

Section 4. Certain Restrictions.

(a) Whenever quarterly dividends or other dividends or distributions payable on the Series R Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series R Preferred Stock shall have been paid in full, the Corporation shall not:


(i)	declare or pay dividends on, or make any other distributions on, any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the Series R Preferred Stock;

(ii)

declare or pay dividends on, or make any other distributions on, any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding-up) with the Series R Preferred Stock, except dividends paid ratably on the Series R Preferred Stock and all such other parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;

(iii)

redeem, purchase or otherwise acquire for value any shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the Series R Preferred Stock; provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of stock of the Corporation ranking junior (as to dividends and upon dissolution, liquidation or winding-up) to the Series R Preferred Stock; or

(iv)

redeem, purchase or otherwise acquire for value any shares of Series R Preferred Stock, or any shares of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding-up) with the Series R Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the Board of Directors) to all holders of Series R Preferred Stock and all such other parity stock upon such terms as the Board of Directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.


(b)	The Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for value any shares of stock of the Corporation unless the Corporation could, under paragraph 4(a), purchase or otherwise acquire such shares at such time and in such manner.

Section 5. Reacquired Shares.

Any shares of Series R Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired promptly after the acquisition thereof. All such shares shall upon their retirement become authorized but unissued shares of Preferred Stock without designation as to series and may be reissued as part of a new series of Preferred Stock to be created by the Board of Directors as permitted by the certificate of incorporation of the Corporation or as otherwise permitted under Delaware law.

Section 6. Liquidation, Dissolution and Winding-up.

Upon any liquidation, dissolution or winding-up of the Corporation, no distribution shall be made (a) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding-up) to the Series R Preferred Stock unless, prior thereto, the holders of shares of Series R Preferred Stock shall have received $1.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment; provided that the holders of shares of Series R Preferred Stock shall be entitled to receive an aggregate amount per share equal to (x) the Multiplier Number times

(y) the aggregate amount to be distributed per share to holders of Common Stock, or (b) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding-up) with the Series R Preferred Stock, except distributions made ratably on the Series R Preferred Stock and all such other parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up.

Section 7. Consolidation, Merger, etc.

If the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash or any other property, then in any such case the shares of Series R Preferred Stock shall at the same time be similarly exchanged for or changed into an amount per share equal to (x) the Multiplier Number times (y) the aggregate amount of stock, securities, cash or any other property. as the case may be, into which or for which each share of Common Stock is changed or exchanged.

Section 8. No Redemption.

The Series R Preferred Stock shall not be redeemable.

Section 9. Rank.

The Series R Preferred Stock shall rank junior to all other series of the Preferred Stock as to the payment of dividends and the distribution of assets upon liquidation, dissolution and winding-up, unless the terms of such series shall specifically provide otherwise, and shall rank senior to the Common Stock as to such matters.

Section 10. Fractional Shares.

Series R Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends, participate in distributions and to have the benefit of all other rights of holders of Series R Preferred Stock.

Exhibit V

6.5% Non-Cumulative Convertible Preferred Stock, Series T

Section 1. Designation.

The designation of the series of preferred stock shall be “6.5% Non-Cumulative Convertible Preferred Stock, Series T” (the “Convertible Preferred Stock”). Each share of Convertible Preferred Stock shall be identical in all respects to every other share of Convertible Preferred Stock. Convertible Preferred Stock will rank equally with Parity Stock, if any, will rank senior to Junior Stock and will rank junior to Senior Stock, if any, with respect to the payment of dividends and/or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company.

Section 2. Number of Shares.

The number of authorized shares of Convertible Preferred Stock shall be 66,700. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Convertible Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Convertible Preferred Stock.

Section 3. Definitions. As used herein with respect to Convertible Preferred Stock:

“Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person, means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent Members” has the meaning set forth in Section 23(c).

“Base Price” has the meaning set forth in Section 10(a).

“Board of Directors” has the meaning set forth in the recitals in the Certificate of Designation of 6.5% Non-Cumulative Convertible Preferred Stock, Series T of Citigroup Inc. filed on January 22, 2008.

“Closing Price” of the Common Stock on any date of determination means the closing sale price or, if no closing sale price is reported, the last reported sale price of the shares of the Common Stock on the New York Stock Exchange on such date. If the Common Stock is not traded on the New York Stock Exchange on any date of determination, the Closing Price of the Common Stock on such date of determination means the closing sale price as reported in the composite transactions for the principal U.S. national or regional securities exchange on which the Common Stock is so listed or quoted, or, if no closing sale price is reported, the last reported sale price on the principal U.S. national or regional securities exchange on which the Common Stock is so listed or quoted, or if the Common Stock is not so listed or quoted on a U.S. national or regional securities exchange, the last quoted bid price for the Common Stock in the over-the-counter market as reported by Pink Sheets LLC or similar organization, or, if that bid price is not available, the market price of the Common Stock on that date as determined by a nationally recognized investment banking firm (unaffiliated with the Company) retained by the Company for this purpose.

“Constituent Person” has the meaning set forth in Section 13(a).

“Conversion Agent” means the Transfer Agent acting in its capacity as conversion agent for the Convertible Preferred Stock, and its successors and assigns.

“Conversion at the Option of the Company Date” has the meaning set forth in Section 11(c).

“Conversion Date” has the meaning set forth in Section 8(e).

“Conversion Price” at any time means, for each share of Convertible Preferred Stock, a dollar amount equal to $50,000 divided by the Conversion Rate (initially approximately $33.73).

“Conversion Rate” means for each share of Convertible Preferred Stock, 1,482.3503 shares of Common Stock, subject to adjustment as set forth herein.

“Convertible Preferred Stock” shall have the meaning set forth in Section 1.

“Current Market Price” per share of Common Stock on any day means the average of the VWAP per share of Common Stock on each of the 10 consecutive Trading Days ending on the earlier of the day in question and the day before the Ex-date or other specified date with respect to the issuance or distribution requiring such computation, appropriately adjusted to take into account the occurrence during such period of any event described in Section 12.

“Depositary” means DTC or its nominee or any successor depositary appointed by the Company.

“Dividend Payment Date” shall have the meaning set forth in Section 4(a).

“Dividend Period” shall have the meaning set forth in Section 4(a).

“Dividend Record Date” shall have the meaning set forth in Section 4(a).

“Dividend Threshold Amount” shall have the meaning set forth in Section 12(a)(iv).

“DTC” means The Depository Trust Company.

“Ex-date” when used with respect to any issuance or distribution, means the first date on which the shares of Common Stock or other securities trade without the right to receive an issuance or distribution.

“Exchange Property” has the meaning set forth in Section 13(a).

“Expiration Time” has the meaning set forth in Section 12(a)(v).

“Fundamental Change” has the meaning set forth in Section 10(a).

“Global Preferred Stock” has the meaning set forth in Section 23(a).

“Holder” means the Person in whose name the shares of the Convertible Preferred Stock are registered, which may be treated by the Company, Transfer Agent, Registrar, paying agent and Conversion Agent as the absolute owner of the shares of Convertible Preferred Stock for the purpose of making payment and settling the related conversions and for all other purposes.

“Junior Stock” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Convertible Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“Make-Whole Acquisition” means the occurrence, prior to any Conversion Date, of one of the following:

(i)

a “person” or “group” within the meaning of Section 13(d) of the Exchange Act files a Schedule TO or any schedule, form or report under the Exchange Act disclosing that such person or group has become the direct or indirect ultimate “beneficial owner,” as defined in Rule 13d-3 under the Exchange Act, of common equity of the Company representing more than 50% of the voting power of the outstanding Common Stock; or

(ii)

consummation of any consolidation or merger of the Company or similar transaction or any sale, lease or other transfer in one transaction or a series of transactions of all or substantially all of the property and assets of the Company to any Person other than one of the Company’s subsidiaries, in each case pursuant to which the Common Stock will be converted into cash, securities or other property, other than pursuant to a transaction in which the Persons that “beneficially owned” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, voting shares of the Company immediately prior to such transaction beneficially own, directly or

indirectly, voting shares representing a majority of the total voting power of all outstanding classes of voting shares of the continuing or surviving Person immediately after the transaction;

provided, however, that a Make-Whole Acquisition will not be deemed to have occurred if at least 90% of the consideration received by holders of the Common Stock in the transaction or transactions consists of shares of common stock or depositary receipts in respect of common stock that are traded on a U.S. national securities exchange or securities exchange in the European Economic Area or that will be so traded when issued or exchanged in connection with a Make-Whole Acquisition.

“Make-Whole Acquisition Conversion” has the meaning set forth in Section 9(a).

“Make-Whole Acquisition Conversion Period” has the meaning set forth in Section 9(a).

“Make-Whole Acquisition Effective Date” has the meaning set forth in Section 9(a).

“Make-Whole Acquisition Stock Price” means the consideration paid per share of Common Stock in a Make-Whole Acquisition. If such consideration consists only of cash, the Make-Whole Acquisition Stock Price shall equal the amount of cash paid per share of Common Stock. If such consideration consists of any property other than cash, the Make-Whole Acquisition Stock Price shall be the average of the Closing Price per share of Common Stock on each of the 10 consecutive Trading Days up to, but including, the Make-Whole Acquisition Effective Date.

“Make-Whole Shares” has the meaning set forth in Section 9(b).

“Market Disruption Event” means any of the following events that has occurred:

(i)

any suspension of, or limitation imposed on, trading by any exchange or quotation system on which the Closing Price is determined pursuant to the definition of the Trading Day (a “Relevant Exchange”) during the one-hour period prior to the close of trading for the regular trading session on the Relevant Exchange (or for purposes of determining the VWAP per share of Common Stock any period or periods aggregating one half-hour or longer during the regular trading session on the relevant day) and whether by reason of movements in price exceeding limits permitted by the Relevant Exchange, or otherwise relating to Common Stock or in futures or options contracts relating to the Common Stock on the Relevant Exchange;

(ii)

any event (other than an event described in clause (iii)) that disrupts or impairs (as determined by the Company in its reasonable discretion) the ability of market participants during the one-hour period prior to the close of trading for the regular trading session on the Relevant Exchange (or for purposes of determining the VWAP per share of Common Stock any period or periods aggregating one half-hour or longer during the regular trading session on the relevant day) in general to effect transactions in, or obtain market values for, the Common Stock on the Relevant Exchange or to effect transactions in, or obtain market values for, futures or options contracts relating to the Common Stock on the Relevant Exchange; or

(iii)

the failure to open of the Relevant Exchange on which futures or options contracts relating to the Common Stock, are traded or the closure of such exchange prior to its respective scheduled closing time for the regular trading session on such day (without regard to after hours or any other trading outside of the regular trading session hours) unless such earlier closing time is announced by such exchange at least one hour prior to the earlier of the actual closing time for the regular trading session on such day, and the submission deadline for orders to be entered into such exchange for execution at the actual closing time on such day.

“Nonpayment” shall have the meaning set forth in Section 14(b)(i).

“Notice of Conversion at the Option of the Company” has the meaning set forth in Section 11(c).

“Officers’ Certificate” means a certificate signed (i) by the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller or the Chief Accounting Officer, and (ii) by the Treasurer and Head of Corporate Finance, any Assistant Treasurer, the General Counsel and Corporate Secretary or any Assistant Secretary of the Company, and delivered to the Conversion Agent.

“Parity Stock” means any class or series of stock of the Company hereafter authorized that ranks equally with the Convertible Preferred Stock in the payment of dividends and in the distribution of assets on any liquidation, dissolution or winding up of the Company.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company or trust.

“Purchased Shares” has the meaning set forth in Section 12(a)(v).

“Record Date” has the meaning set forth in Section 12(d).

“Reference Price” means the price paid per share of Common Stock in a Fundamental Change. If the holders of shares of Common Stock receive only cash in the Fundamental Change, the Reference Price shall be the cash amount paid per share. Otherwise the Reference Price shall be the average of the Closing Price per share of Common Stock on each of the 10 Trading Days up to, but not including, the effective date of the Fundamental Change.

“Registrar” means the Transfer Agent acting in its capacity as registrar for the Convertible Preferred Stock, and its successors and assigns.

“Relevant Exchange” has the meaning set forth above in the definition of Market Disruption Event.

“Reorganization Event” has the meaning set forth in Section 13(a).

“Senior Stock” means any class or series of stock of the Company ‘now existing or hereafter authorized which has preference or priority over the Convertible Preferred Stock as to the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“Trading Day” means, for purposes of determining a VWAP or Closing Price per share of Common Stock or a Closing Price, a Business Day on which the Relevant Exchange (as defined in the definition of Market Disruption Event) is scheduled to be open for business and on which there has not occurred or does not exist a Market Disruption Event.

“Transfer Agent” means The Bank of New York Mellon acting as Transfer Agent, Registrar, paying agent and Conversion Agent for the Convertible Preferred Stock, and its successors and assigns.

“Trust” shall have the meaning set forth in Section 6(d).

“VWAP” per share of the Common Stock on any Trading Day means the per share volume-weighted average price as displayed under the heading Bloomberg VWAP on Bloomberg page C UN <equity> AQR (or its equivalent successor if such page is not available) in respect of the period from the open of trading on the relevant Trading Day until the close of trading on the relevant Trading Day (or if such volume-weighted average price is unavailable, the market price of one share of Common Stock on such Trading Days determined, using a volume-weighted average method, by a nationally recognized investment banking firm (unaffiliated with the Company) retained for this purpose by the Company).

Section 4. Dividends.

(a)

Rate. Holders shall be entitled to receive, if, as and when declared by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, but only out of assets legally available therefor, non-cumulative cash dividends on the liquidation preference of $50,000 per share of Convertible Preferred Stock, and no more, payable quarterly in arrears on each February 15, May 15, August 15 and November 15; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day, unless that day falls in the next calendar year, in which case payment of such dividend will occur on the immediately preceding Business Day (in either case, without any interest or other payment in respect of such delay) (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Convertible Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Convertible Preferred Stock will accrue on the liquidation preference of $50,000 per share at a rate per annum equal to 6.5%. The record date for payment of dividends on the Convertible Preferred Stock will be the fifteenth day of the calendar month immediately preceding the month during which the Dividend Payment Date falls or such other record date fixed by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date

will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable will be computed on the basis of a 360-day year of twelve 30-day months.

(b)

Non-Cumulative Dividends. If the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof does not declare a dividend on the Convertible Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time whether or not dividends on the Convertible Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent Dividend Period with respect to Convertible Preferred Stock, Parity Stock, Junior Stock or any other class or series of authorized preferred stock of the Company. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c)

Priority of Dividends. So long as any share of Convertible Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Convertible Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any of Junior Stock, or make any guarantee payment with respect thereto, other than:


(i)	purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;


(ii)	purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current dividend period, including under a contractually binding stock repurchase plan;


(iii)	as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;


(iv)	the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;


(v)	the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or


(vi)	the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The foregoing restriction, however, will not apply to any Junior Stock dividends paid by the Company where the dividend stock is the same stock as that on which the dividend is being paid. Except as provided below, for so long as any share of Convertible Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Convertible Preferred Stock and any Parity Stock, all dividends declared upon shares of Convertible Preferred Stock and any Parity Stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Convertible Preferred Stock and accrued dividends for the then-current Dividend Period per share of any Parity Stock (including, in the case of any such Parity Stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

(e)

Conversion Following A Record Date. If a Conversion Date for any shares of Convertible Preferred Stock is prior to the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, the Holder of such shares will not be entitled to any such dividend. If the Conversion Date for any shares of Convertible Preferred Stock is after the close of business on a Dividend Record Date for any declared dividend for the then-current Dividend Period, but prior to the corresponding Dividend Payment Date, the Holder of such shares shall be entitled to

receive such dividend, notwithstanding the conversion of such shares prior to the Dividend Payment Date. However, such shares, upon surrender for conversion, must be accompanied by funds equal to the dividend on such shares; provided that no such payment need be made (i) if the Company has issued a notice of redemption of the Convertible Preferred Stock, (ii) if the Company has issued a notice of conversion at its option of the Convertible Preferred Stock, or (iii) if a conversion is made in connection with a Make-Whole Acquisition or Fundamental Change, in each case in accordance with the terms hereof.

Section 5. Liquidation Rights.

(a)

Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of assets legally available therefor, before any distribution or payment out of the assets of the Company may be made to or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of securities ranking senior to or on parity with Convertible Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $50,000 per share, plus any accrued dividends thereon from the last dividend payment date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b)


(c)	Residual Distributions. If the respective aggregate liquidating distributions to which all Holders and all holders of any Parity Stock are entitled have been paid, the holders of Junior Stock shall be entitled to receive all remaining assets of the Company according to their respective rights and preferences.

(d)

Section 6. Redemption.

(a)

Notwithstanding the foregoing, the Company, at the option of its Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof, may redeem out of funds legally available therefor, at any time, in whole but not in part, the shares of Convertible Preferred Stock at the time outstanding if the aggregate liquidation preference of such shares is equal to 5% or less of the aggregate liquidation preference of the shares of Convertible Preferred Stock originally issued by the Company, upon notice as provided in Section 6(b) below, and at a redemption price equal to $50,000 per share, plus any accrued dividends thereon from the last dividend payment date to, but excluding, the date of redemption.

(b)

Notice of Redemption. Notice of every redemption of shares of Convertible Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Convertible Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Convertible Preferred Stock. Each notice shall state:


(i)	the redemption date;


(ii)	the number of shares of Convertible Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;


(iii)	the redemption price;


(iv)	the place or places where the certificates for such shares are to be surrendered for payment of the redemption price; and


(v)	that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the Convertible Preferred Stock is held in book-entry form through DTC, the Company may give such notice in any manner permitted by DTC.

(c)

Partial Redemption. In case of any redemption of only part of the shares of Convertible Preferred Stock at the time outstanding, the shares of Convertible Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Convertible Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Convertible Preferred Stock shall be redeemed from time to time.

(d)


(e)	Conversion Prior to Redemption. If the Convertible Preferred Stock has been called for redemption, a holder will be entitled to convert the Convertible Preferred Stock from the date of notice of the redemption until the close of business on the second Business Day immediately preceding the date of redemption.

Section 7. Right of the Holders to Convert.

Each Holder shall have the right, at such Holder’s option, to convert all or any portion of such Holder’s Convertible Preferred Stock at any time into shares of Common Stock at the Conversion Rate per share of Convertible Preferred Stock (subject to the conversion procedures of Section 8), plus cash in lieu of fractional shares.

Section 8. Conversion Procedures.

(a)

Conversion Date. Effective immediately prior to the close of business on any applicable Conversion Date, dividends shall no longer be declared on any such converted shares of Convertible Preferred Stock and such shares of Convertible Preferred Stock shall cease to be outstanding, in each case, subject to the right of Holders to receive any declared and unpaid dividends on such shares and any other payments to which they are otherwise entitled pursuant to the terms hereof.

(b)

Rights Prior to Conversion. No allowance or adjustment, except pursuant to Section 12, shall be made in respect of dividends payable to holders of the Common Stock of record as of any date prior to the close of business on any applicable Conversion Date. Prior to the close of business on any applicable Conversion Date, shares of Common Stock issuable upon conversion of, or other securities issuable upon conversion of, any shares of Convertible Preferred Stock shall not be deemed outstanding for any purpose, and Holders shall have no rights with respect to the Common Stock or other securities issuable upon conversion (including voting rights, rights to respond to tender offers for the Common Stock or other securities issuable upon conversion and rights to receive any dividends or other distributions on the Common Stock or other securities issuable upon conversion) by virtue of holding shares of Convertible Preferred Stock.

(c)

Reacquired Shares. Shares of Convertible Preferred Stock duly converted in accordance with this Certificate of Designation, or otherwise reacquired by the Company, will resume the status of authorized and unissued preferred stock, undesignated as to series and available for future issuance. The Company may from time-to-time take such appropriate action as may be necessary to reduce the authorized number of shares of Convertible Preferred Stock.

(d)

Record Holder as of Conversion Date. The Person or Persons entitled to receive the Common Stock and/or cash, securities or other property issuable upon conversion of Convertible Preferred Stock shall be treated for all purposes as the record holder(s) of such shares of Common Stock and/or securities as of the close of business on any applicable Conversion Date. In the event that a Holder shall not by written notice designate the name in which shares of Common Stock and/or cash, securities or other property (including payments of cash in lieu of fractional shares) to be issued or paid upon conversion of shares of Convertible Preferred Stock should be registered or paid or the manner in which such shares should be delivered, the Company shall be entitled to register and deliver such shares, and make such payment, in the name of the Holder and in the manner shown on the records of the Company or, in the case of global certificates, through book-entry transfer through the Depositary.


(e)	Conversion Procedure. On the date of any conversion, if a Holder’s interest is in certificated form, a Holder must do each of the following in order to convert:


(i)	complete and manually sign the conversion notice provided by the Conversion Agent, or a facsimile of the conversion notice, and deliver this irrevocable notice to the Conversion Agent;


(ii)	surrender the shares of Convertible Preferred Stock to the Conversion Agent;


(iii)	if required, furnish appropriate endorsements and transfer documents;


(iv)	if required, pay any stock transfer, documentary, stamp or similar taxes not payable by the Company pursuant to Section 24; and


(v)	if required, pay funds equal to any declared and unpaid dividend payable on the next Dividend Payment Date to which such Holder is entitled.

If a Holder’s interest is a beneficial interest in a global certificate representing Convertible Preferred Stock, in order to convert a Holder must comply with clauses (iii) through (v) listed above and comply with the Depositary’s procedures for converting a beneficial interest in a global security. The date on which a Holder complies with the procedures in this clause (ii) is the “Conversion Date.” The Conversion Agent shall, on a Holder’s behalf, convert the Convertible Preferred Stock into shares of Common Stock, in accordance with the terms of the notice delivered by such Holder described in clause (i) above.

Section 9. Conversion Upon Make-Whole Acquisition.

(a)

Make-Whole Acquisition Conversion. In the event of a Make-Whole Acquisition, each Holder shall have the option to convert its shares of Convertible Preferred Stock (a “Make-Whole Acquisition Conversion”) during the period (the “Make-Whole Acquisition Conversion Period”) beginning on the effective date of the Make-Whole Acquisition (the “Make-Whole Acquisition Effective Date”) and ending on the date that is 30 days after the Make-Whole Acquisition Effective Date and receive an additional number of shares of Common Stock in the form of Make-Whole Shares as set forth in clause (b) below.


(b)	Number of Make-Whole Shares. The number of “Make-Whole Shares” shall be determined for the Convertible Preferred Stock by reference to the table below for the applicable Make-Whole Acquisition Effective Date and the applicable Make-Whole Acquisition Stock Price:



	Stock Price
Effective Date	$26.35	$29.00	$31.50	$34.00	$36.50	$39.00	$41.50	$45.00	$50.00	$55.00	$60.00	$70.00	$80.00
January 17, 2008	415.0586	336.6450	280.8732	237.7517	203.8817	176.8906	155.0925	131.0448	105.8382	87.7535	74.3142	55.9120	44.0147
February 15, 2009	415.0586	335.6342	277.8014	233.2029	198.3240	170.6875	148.5209	124.2930	99.2609	81.6261	68.7560	51.5750	40.7288
February 15, 2010	407.7693	323.3739	263.5573	217.7120	182.0825	154.1127	131.9261	108.0402	83.9517	67.5097	55.8939	41.0257	32.1297
February 15, 2011	395.7941	307.9461	245.7090	198.1091	161.3901	132.8521	110.5226	86.9818	64.1080	49.3099	39.4578	27.8596	21.5687
February 15, 2012	381.2183	289.4432	223.9699	173.5976	134.6697	104.5878	61.4242	57.8404	36.6760	24.6960	17.9378	11.5860	9.0663
February 15, 2013	357.8192	261.7929	193.6996	140.8052	98.3019	63.0255	33.5871	4.8144	0.0000	0.0000	0.0000	0.0000	0.0000
February 15, 2014	332.5456	231.2139	162.2294	112.0320	74.8500	46.3888	24.1098	3.2856	0.0000	0.0000	0.0000	0.0000	0.0000
February 15, 2015	305.5166	179.3119	85.2333	2.7684	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0 0000	0.0000


(i)	The exact Make-Whole Acquisition Stock Prices and Make-Whole Acquisition Effective Dates may not be set forth on the table, in which case:

(A)

if the Make-Whole Acquisition Stock Price is between two Make-Whole Acquisition Stock Price amounts on the table or the Make-Whole Acquisition Effective Dates are between two dates on the table, the number of Make-Whole Shares will be determined by straight-line interpolation between the number of Make-Whole Shares set forth for the higher and lower Make-Whole Acquisition Stock Price amounts and the two Make-Whole Acquisition Effective Dates, as applicable, based on a 365-day year;


(B)	if the Make-Whole Acquisition Stock Price is in excess of $80.00 per share (subject to adjustment pursuant to Section 12), no Make-Whole Shares will be issued upon conversion of the Convertible Preferred Stock; and


(C)	if the Make-Whole Acquisition Stock Price is less than $26.35 per share (subject to adjustment pursuant to Section 12), no Make-Whole Shares will be issued upon conversion of the Convertible Preferred Stock.

(ii)

The Make-Whole Acquisition Stock Prices set forth in the table above are subject to adjustment pursuant to Section 12 and shall be adjusted as of any date the Conversion Rate is adjusted. The adjusted Make-Whole Acquisition Stock Prices will equal the Make-Whole Acquisition Stock Prices applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Make-Whole Acquisition Stock Prices adjustment and the denominator of which is the Conversion Rate as so adjusted. Each of the number of Make-Whole Shares in the table shall also be subject to adjustment in the same manner as the Conversion Rate pursuant to Section 12.

(c)

Initial Make-Whole Acquisition Notice. On or before the twentieth day prior to the date on which the Company anticipates consummating the Make-Whole Acquisition (or, if later, promptly after the Company discovers that the Make-Whole Acquisition will occur), a written notice shall be sent by or on behalf of the Company, by first-class mail, postage prepaid, to the Holders as they appear in the records of the Company. Such notice shall contain:


(i)	the date on which the Make-Whole Acquisition is anticipated to be effected, and whether such Make-Whole Acquisition is anticipated to be a Fundamental Change; and


(ii)	the date, which shall be 30 days after the anticipated Make-Whole Acquisition Effective Date, by which the Make-Whole Acquisition Conversion option must be exercised.


(d)	Second Make-Whole Acquisition Notice. On the Make-Whole Acquisition Effective Date, another written notice shall be sent by or on behalf of the Company, by first-class mail, postage prepaid, to the Holders as they appear in the records of the Company. Such notice shall contain:


(i)	the date that shall be 30 days after the Make-Whole Acquisition Effective Date;


(ii)	the number of Make-Whole Shares and, if such Make-Whole Acquisition is a Fundamental Change, the Base Price;


(iii)	the amount of cash, securities and other consideration payable per share of Common Stock and Convertible Preferred Stock; and


(iv)	the instructions a Holder must follow to exercise its conversion option in connection with such Make-Whole Acquisition, including pursuant to Section 10, if applicable.

(e)

Make-Whole Acquisition Conversion Procedure. To exercise a Make-Whole Acquisition Conversion option, a Holder must, no later than 5:00 p.m., New York City time, on or before the date by which the Make-Whole Acquisition Conversion option must be exercised as specified in the notice delivered under clause (d) above, comply with the procedures set forth in Section 8(e) and indicate that it is exercising its Make-Whole Acquisition Conversion option.


(f)	Unconverted Shares Remain Outstanding. If a Holder does not elect to exercise the Make-Whole Acquisition Conversion option pursuant to this Section 9, the shares of Convertible Preferred Stock or successor security held by it will remain outstanding (subject to such Holder electing to exercise its Fundamental Change conversion option, if any, in accordance with Section 10).

(g)

Delivery Following Make-Whole Acquisition Conversion. Upon a Make-Whole Acquisition Conversion, the Conversion Agent shall, except as otherwise provided in the instructions provided by the Holder in the written notice provided to the Company or its successor as set forth in Section 8(d) above, deliver to the Holder such cash, securities or other property as are issuable with respect to Make-Whole Shares in the Make-Whole Acquisition.

(h)

Partial Make-Whole Acquisition Conversion. In the event that a Make-Whole Acquisition Conversion is effected with respect to shares of Convertible Preferred Stock or a successor security representing less than all the shares of Convertible Preferred Stock or a successor security held by a Holder, upon such Make-Whole Acquisition Conversion the Company or its successor shall execute and the Conversion Agent shall, unless otherwise instructed in writing, countersign and deliver to such Holder, at the expense of the Company or its successors, a certificate evidencing the shares of Convertible Preferred Stock or such successor security held by the Holder as to which a Make-Whole Acquisition Conversion was not effected.

Section 10. Conversion Upon Fundamental Change.

(a)

Fundamental Change Conversion. If the Reference Price in connection with a Make-Whole Acquisition is less than the Conversion Price (a “Fundamental Change”), a Holder may convert each share of Convertible Preferred Stock during the period beginning on the effective date of the Fundamental Change and ending on the date that is 30 days after the effective date of such Fundamental Change at an adjusted Conversion Price equal to the greater of (1) the Reference Price and (2) $18.45, subject to adjustment as described in clause (b) below (the “Base Price”).

(b)

Base Price Adjustment. The Base Price shall be adjusted as of any date the Conversion Rate of the Convertible Preferred Stock is adjusted pursuant to Section 12. The adjusted Base Price shall equal the Base Price applicable immediately prior to such adjustment multiplied by a fraction, the numerator of which is the Conversion Rate immediately prior to the adjustment giving rise to the Base Price adjustment and the denominator of which is the Conversion Rate as so adjusted.


(c)	Cash Alternative. In lieu of issuing Common Stock upon conversion in the event of a Fundamental Change, the Company may at its option, and if it obtains any necessary regulatory approval, pay an amount in cash (computed to the nearest cent) equal to the Reference Price for each share of Common Stock otherwise issuable upon conversion.

(d)

Fundamental Change Conversion Procedure. To exercise its conversion option upon a Fundamental Change, a Holder must, no later than 5:00 p.m., New York City time, on or before the date by which the conversion option upon the Fundamental Change must be exercised as specified in the notice delivered under Section 9(d) above, comply with the procedures set forth in Section 8(e) and indicate that it is exercising its Fundamental Change conversion option.


(f)	Unconverted Shares Remain Outstanding. If a Holder does not elect to exercise its conversion option upon a Fundamental Change pursuant to this Section 10, the shares of Convertible Preferred Stock or successor security held by it will remain outstanding (subject to such Holder electing to exercise its Make-Whole Acquisition Conversion option, if any, in accordance with Section 9).

(g)

Delivery Following Fundamental Change Conversion. Upon a conversion upon a Fundamental Change, the Conversion Agent shall, except as otherwise provided in the instructions provided by the Holder in the written notice provided to the Company or its successor as set forth in Section 8(d) above, deliver to the Holder such cash, securities or other property as are issuable with respect to the adjusted Conversion Price following the Fundamental Change.

(h)

Partial Fundamental Change Conversion. In the event that a conversion upon a Fundamental Change is effected with respect to shares of Convertible Preferred Stock or a successor security representing less than all the shares of Convertible Preferred Stock or a successor security held by a Holder, upon such conversion the Company or its successor shall execute and the Conversion Agent shall, unless otherwise instructed in writing, countersign and deliver to such Holder, at the expense of the Company, a certificate evidencing the shares of Convertible Preferred Stock or such successor security held by the Holder as to which a conversion upon a Fundamental Change was not effected.

Section 11. Conversion at the Option of the Company.

(a)

Company Conversion Right. On or after February 15, 2013, the Company shall have the right, at its option, at any time or from time to time to cause some or all of the Convertible Preferred Stock to be converted into shares of Common Stock at the then-applicable Conversion Rate if, for 20 Trading Days within any period of 30 consecutive Trading Days ending on the Trading Day preceding the date the Company delivers a Notice of Conversion at the Option of the Company, the Closing Price of the Common Stock exceeds 130% of the then-applicable Conversion Price of the Convertible Preferred Stock.

(b)

Partial Conversion. If the Company elects to cause less than all the shares of the Convertible Preferred Stock to be converted under clause (a) above, the Conversion Agent shall select the Convertible Preferred Stock to be converted on a pro rata basis, by lot or in such other manner as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof determines to be fair and equitable. If the Conversion Agent selects a portion of a Holder’s Convertible Preferred Stock for partial conversion at the option of the Company and such Holder converts a portion of its shares of Convertible Preferred Stock, the converted portion will be deemed to be from the portion selected for conversion at the option of the Company under this Section 11.

(c)

Conversion Procedure. In order to exercise the conversion right described in this Section 11, the Company shall provide notice of such conversion to each Holder (such notice, a “Notice of Conversion at the Option of the Company”) The Conversion Date shall be a date selected by the Company (the “Conversion at the Option of the Company Date”) and shall be no more than 20 days after the date on which the Company provides such Notice of Conversion at the Option of the Company. In addition to any information required by applicable law or regulation, the Notice of Conversion at the Option of the Company shall state, as appropriate:


(i)	the Conversion at the Option of the Company Date;


(ii)	the number of shares of Common Stock to be issued upon conversion of each share of Convertible Preferred Stock and, if fewer than all the shares of a Holder are to be converted, the number of such shares to be converted; and


(iii)	the number of shares of Convertible Preferred Stock to be converted.

Section 12. Anti-Dilution Adjustments.


(a)	Adjustments. The Conversion Rate will be subject to adjustment, without duplication under the following circumstances:


(i)	the issuance of Common Stock as a dividend or distribution to all holders of Common Stock, or a subdivision or combination of Common Stock, in which event the Conversion Rate will be adjusted based on the following formula:



CR1 = CR0 x (OS1 / OS0)

where,

CR0	=	the Conversion Rate in effect at the close of business on the Record Date
CR1	=	the Conversion Rate in effect immediately after the Record Date
OS0	=	the number of shares of Common Stock outstanding at the close of business on the Record Date prior to giving effect to such event
OS1	=	the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such event

Notwithstanding the foregoing, no adjustment will be made for the issuance of Common Stock as a dividend or distribution to all holders of Common Stock that is made in lieu of a quarterly or annual cash dividend or distribution to such holders, to the extent such dividend or distribution does not exceed the applicable Dividend Threshold Amount. The amount of any such dividend or distribution will equal the number of such shares being issued multiplied by the average of the VWAP of the Common Stock over each of the five consecutive Trading Days prior to the Ex-date for such dividend or distribution.

(ii)

the issuance to all holders of Common Stock of certain rights or warrants entitling them for a period expiring 60 days or less from the date of issuance of such rights or warrants to purchase shares of Common Stock (or securities convertible into Common Stock) at less than (or having a conversion price per share less than) the Current Market Price as of the Record Date, in which event each Conversion Rate will be adjusted based on the following formula:



CR1 =CRox(OSo+X)/(OSo+Y)

where,

CR0	=	the Conversion Rate in effect at the close of business on the Record Date
CR1	=	the Conversion Rate in effect immediately after the Record Date
OS0	=	the number of shares of Common Stock outstanding at the close of business on the Record Date
X	=	the total number of shares of Common Stock issuable pursuant to such rights (or upon conversion of such securities)
Y	=	the aggregate price payable to exercise such rights (or the conversion price for such securities paid upon conversion) divided by the average of the VWAP of the Common Stock over each of the ten consecutive Trading Days prior to the Business Day immediately preceding the announcement of the issuance of such rights.

However, the Conversion Rate will be readjusted to the extent that any such rights or warrants are not exercised prior to their expiration.

(iii) the dividend or other distribution to all holders of Common Stock of shares of capital stock of the Company (other than common stock) or evidences of its indebtedness or its assets (excluding any dividend, distribution or issuance covered by clauses (i) or (ii) above or (iv) or (v) below) in which event the Conversion Rate will be adjusted based on the following formula:



CR1 = CR0 x SP0 / (SP0-FMV)

where,

CR0	=	the Conversion Rate in effect at the close of business on the Record Date
CR1	=	the Conversion Rate in effect immediately after the Record Date
SP0	=	the Current Market Price as of the Record Date
FMV	=	the fair market value (as determined by the Board of Directors) on the Record Date of the shares of capital stock of the Company, evidences of indebtedness or assets so distributed, expressed as an amount per share of Common Stock

However, if the transaction that gives rise to an adjustment pursuant to this clause (iii) is one pursuant to which the payment of a dividend or other distribution on Common Stock consists of shares of capital stock of the Company of, or similar equity interests in, a subsidiary or other business unit of ours, (i.e., a spin-off) that are, or, when issued, will be, traded on a U.S. securities exchange or quoted on the Nasdaq Capital Market, then the Conversion Rate will instead be adjusted based on the following formula:



CR1 = CR0 x (FMV0 + MP0)/MP0

where,

CR0	=	the Conversion Rate in effect at the close of business on the Record Date
CR1	=	the Conversion Rate in effect immediately after the Record Date
FMV0	=	the average of the VWAP of the capital stock of the Company or similar equity interests distributed to holders of Common Stock applicable to one share of Common Stock over each of the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution on the NYSE or such other national or regional exchange or market on which Common Stock is then listed or quoted
MP0	=	the average of the VWAP of the Common Stock over each of the 10 consecutive Trading Days commencing on and including the third Trading Day after the date on which “ex-distribution trading” commences for such dividend or distribution on the NYSE or such other national or regional exchange or market on which Common Stock is then listed or quoted

(iv)

the Company makes a distribution consisting exclusively of cash to all holders of Common Stock, excluding (a) any cash dividend on Common Stock to the extent that the aggregate cash dividend per share of Common Stock does not exceed (i) $0.32 in any fiscal quarter in the case of a quarterly dividend or (ii) $1.28 in the prior twelve months in the case of an annual dividend (each such number, the “Dividend Threshold Amount”), (b) any cash that is distributed as part of a distribution referred to in clause (iii) above, and (c) any consideration payable in connection with a tender or exchange offer made by the Company or any of its subsidiaries referred to in clause (v) below, in which event, the Conversion Rate will be adjusted based on the following formula:



CR1 = CR0 x SP0/ (SP0 -C)

where,

CR0	=	the Conversion Rate in effect at the close of business on the Record Date
CR1	=	the Conversion Rate in effect immediately after the Record Date
SP0	=	the Current Market Price as of the Record Date
C	=	the amount in cash per share the Company distributes to holders in the event of a regular quarterly or annual dividend, less the dividend threshold amount

The dividend threshold amount is subject to adjustment on an inversely proportional basis whenever the Conversion Rate is adjusted, provided that no adjustment will be made to the dividend threshold amount for any adjustment made to the Conversion Rate pursuant to this clause (iv).

(v)

the Company or one or more of its subsidiaries make purchases of Common Stock pursuant to a tender offer or exchange offer by the Company or a subsidiary of the Company for Common Stock to the extent that the cash and value of any other consideration included in the payment per share of Common Stock validly tendered or exchanged exceeds the VWAP per share of Common Stock on the Trading Day next succeeding the last date on which tenders or exchanges may be made pursuant to such tender or exchange offer (the “expiration date”), in which event the Conversion Rate will be adjusted based on the following formula:



CR1 = CR0 x [(FMV + (SP1 x OS1)] / (SP1 x OS0)

where,

CR0	=	the Conversion Rate in effect at the close of business on the expiration date
CR1	=	the Conversion Rate in effect immediately after the expiration date
FMV	=	the fair market value (as determined by the Board of Directors), on the expiration date, of the aggregate value of all cash and any other consideration paid or payable for shares validly tendered or exchanged and not withdrawn as of the expiration date (the “Purchased Shares”)
OS1	=	the number of shares of Common Stock outstanding as of the last time tenders or exchanges may be made pursuant to such tender or exchange offer (the “Expiration Time”) less any Purchased Shares
OS0	=	the number of shares of Common Stock outstanding at the Expiration Time, including any Purchased Shares
SP1	=	the average of the VWAP of the Common Stock over each of the ten consecutive Trading Days commencing with the Trading Day immediately after the expiration date.

(b)

Calculation of Adjustments. All adjustments to the Conversion Rate shall be calculated by the Company to the nearest 1/10,000th of one share of Common Stock (or if there is not a nearest 1/10,000th of a share, to the next lower 1/10,000th of a share). No adjustment to the Conversion Rate will be required unless such adjustment would require an increase or decrease of at least one percent; provided, however, that any such minor adjustments that are not required to be made will be carried forward and taken into account in any subsequent adjustment, and provided further that any such adjustment of less than one percent that has not been made will be made upon (x) the end of each fiscal year of the Company, (y) the date of any notice of redemption of the Convertible Preferred Stock in accordance with the provisions hereof or any notice of a Make-Whole Acquisition and (z) any Conversion Date.


(i)	Except as otherwise provided in this Section 12, the Conversion Rate will not be adjusted for the issuance of Common Stock or any securities convertible into or exchangeable for Common Stock or carrying the right to purchase any of the foregoing or for the repurchase of Common Stock.

(ii)

No adjustment of the Conversion Rate need be made as a result of: (A) the issuance of the rights; (B) the distribution of separate certificates representing the rights; (C) the exercise or redemption of the rights in accordance with any rights agreement; or (D) the termination or invalidation of the rights, in each case, pursuant to the Company’s stockholder rights plan existing on the date of hereof, as amended, modified, or supplemented from time to time, or any newly adopted stockholder rights plans; provided, however, that to the extent that the Company has a stockholder rights plan in effect on a Conversion Date (including the Company’s rights plan, if any, existing on the date hereof), the Holder shall receive, in addition to the shares of Common Stock, the rights under such rights plan, unless, prior to any such Conversion Date, the rights have separated from the Common Stock, in which case the Conversion Rate will be adjusted at the time of separation as if the Company made a distribution to all holders of Common Stock of shares of capital stock of the Company or evidences of its indebtedness or its assets as described in Section 12.01(a)(iii), subject to readjustment in the event of the expiration, termination or redemption of the rights.


(iii)	No adjustment to the Conversion Rate need be made:

(A) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on securities of the Company and the investment of additional optional amounts in Common Stock under any plan;


(B)	upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of its subsidiaries; or


(C)	upon the issuance of any shares of Common Stock pursuant to any option, warrant, right, or exercisable, exchangeable or convertible security outstanding as of the date the Convertible Preferred Stock was first issued.


(iv)	No adjustment to the Conversion Rate need be made for a transaction referred to in Section 12.01 (a)(i), (ii), (iii), (iv) or (v) if Holders may participate in the transaction on a basis and with notice that the Board of Directors determines to be fair and appropriate in light of the basis and notice on which holders of Common Stock participate in the transaction.


(v)	No adjustment to the Conversion Rate need be made for a change in the par value or no par value of the Common Stock.


(vi)	No adjustment to the Conversion Rate will be made to the extent that such adjustment would result in the Conversion Price being less than the par value of the Common Stock.


(vii)	Notwithstanding any other provision herein to the contrary, in the event of an adjustment pursuant to Section 12.01(a)(iv) or (v), in no event will the conversion rate following such adjustment exceed 1,897.4084, subject to adjustment pursuant to Section 12.01 (a)(i), (ii) or (iii).

(d)

Record Date. For purposes of this Section 12, “Record Date” means, with respect to any dividend, distribution or other transaction or event in which the holders of the Common Stock have the right to receive any cash, securities or other property or in which the Common Stock (or other applicable security) is exchanged for or converted into any combination of cash, securities or other property, the date fixed for determination of holders of the Common Stock entitled to receive such cash, securities or other property (whether such date is fixed by the Board of Directors or by statute, contract or otherwise).


(e)	Successive Adjustments. After an adjustment to the Conversion Rate under this Section 12, any subsequent event requiring an adjustment under this Section 12 shall cause an adjustment to such Conversion Rate as so adjusted.


(f)	Multiple Adjustments. For the avoidance of doubt, if an event occurs that would trigger an adjustment to the Conversion Rate pursuant to this Section 12 under more than one subsection hereof, such event, to the extent fully taken into account in a single adjustment, shall not result in multiple adjustments hereunder.

(g)

Other Adjustments. The Company may, but shall not be required to, make such increases in the Conversion Rate, in addition to those required by this Section, as the Board of Directors considers to be advisable in order to avoid or diminish any income tax to any holders of shares of Common Stock resulting from any dividend or distribution of stock or issuance of rights or warrants to purchase or subscribe for stock or from any event treated as such for income tax purposes or for any other reason.


(h)	Notice of Adjustments. Whenever a Conversion Rate is adjusted as provided under Section 12, the Company shall within 10 Business Days following the occurrence of an event that requires such adjustment (or if the Company is not aware of such occurrence, as soon as reasonably practicable after becoming so aware) or the date the Company makes an adjustment pursuant to Section 12(g):


(i)	compute the adjusted applicable Conversion Rate in accordance with Section 12 and prepare and transmit to the Conversion Agent an Officers’ Certificate setting forth the applicable Conversion Rate, as the case may be, the method of calculation thereof in reasonable detail, and the facts requiring such adjustment and upon which such adjustment is based; and


(ii)	provide a written notice to the Holders of the occurrence of such event and a statement in reasonable detail setting forth the method by which the adjustment to the applicable Conversion Rate was determined and setting forth the adjusted applicable Conversion Rate.

(i)

Conversion Agent. The Conversion Agent shall not at any time be under any duty or responsibility to any Holder to determine whether any facts exist that may require any adjustment of the applicable Conversion Rate or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed in making the same. The Conversion Agent shall be fully authorized and protected in relying on any Officers’ Certificate delivered pursuant to Section 12(h) and any adjustment contained therein and the Conversion Agent shall not be deemed to have knowledge of any adjustment unless and until it has received such certificate. The Conversion Agent shall not be accountable with respect to the validity or value (or the kind or amount) of any shares of Common Stock, or of any securities or property, that may at the time be issued or delivered with respect to any Convertible Preferred Stock; and the Conversion Agent makes no representation with respect thereto. The Conversion Agent shall not be responsible for any failure of the Company to issue, transfer or deliver any shares of Common Stock pursuant to a conversion of

Convertible Preferred Stock or to comply with any of the duties, responsibilities or covenants of the Company contained in this Section 12.

(j)

Fractional Shares. No fractional shares of Common Stock will be issued to holders of the Convertible Preferred Stock upon conversion. In lieu of fractional shares otherwise issuable, holders will be entitled to receive an amount in cash equal to the fraction of a share of Common Stock, calculated on an aggregate basis in respect of the shares of Convertible Preferred Stock being converted, multiplied by the Closing Price of the Common Stock on the Trading Day immediately preceding the applicable Conversion Date.

Section 13. Adjustment for Reorganization Events.


(a)	Reorganization Events. In the event of:


(1)	any consolidation or merger of the Company with or into another person (other than a merger or consolidation in which the Company is the continuing corporation and in which the shares of Common Stock outstanding immediately prior to the merger or consolidation are not exchanged for cash, securities other property of the Company or another corporation);


(2)	any sale, transfer, lease or conveyance to another person of all or substantially all the property and assets of the Company; or

(3)

any statutory exchange of securities of the Company with another Person (other than in connection with a merger or acquisition) or any binding share exchange which reclassifies or changes its outstanding Common Stock; each of which is referred to as a “Reorganization Event,” each share of the Convertible Preferred Stock outstanding immediately prior to such Reorganization Event will, without the consent of the holders of the Convertible Preferred Stock, become convertible into the kind and amount of securities, cash and other property (the “Exchange Property”) receivable in such Reorganization Event (without any interest thereon, and without any right to dividends or distribution thereon which have a record date that is prior to the applicable Conversion Date) per share of Common Stock by a holder of Common Stock that is not a Person with which the Company consolidated or into which the Company merged or which merged into the Company or to which such sale or transfer was made, as the case may be (any such Person, a “Constituent Person”), or an Affiliate of a Constituent Person to the extent such Reorganization Event provides for different treatment of Common Stock held by Affiliates of the Company and non-Affiliates; provided that if the kind or amount of securities, cash and other property receivable upon such Reorganization Event is not the same for each share of Common Stock held immediately prior to such Reorganization Event by a Person other than a Constituent Person or an Affiliate thereof, then for the purpose of this Section 13(a), the kind and amount of securities, cash and other property receivable upon such Reorganization Event will be deemed to be the weighted average of the types and amounts of consideration received by the holders of Common Stock that affirmatively make an election (or of all such holders if none make an election). On each Conversion Date following a Reorganization Event, the Conversion Rate then in effect will be applied to the value on such Conversion Date of such securities, cash or other property received per share of Common Stock, as determined in accordance with this Section 13.

(b)

Exchange Property Election. In the event that holders of the shares of Common Stock have the opportunity to elect the form of consideration to be received in such transaction, the consideration that the Holders are entitled to receive shall be deemed to be the types and amounts of consideration received by the holders of the shares of Common Stock that affirmatively make an election (or of all such holders if none make an election). The amount of Exchange Property receivable upon conversion of any Convertible Preferred Stock in accordance with the terms hereof shall be determined based upon the Conversion Rate in effect on such Conversion Date.


(c)	Successive Reorganization Events. The above provisions of this Section 13 shall similarly apply to successive Reorganization Events and the provisions of Section 12 shall apply to any shares of capital stock of the Company (or any successor) received by the holders of the Common Stock in any such Reorganization Event.


(d)	Reorganization Event Notice. The Company (or any successor) shall, within 20 days of the occurrence of any Reorganization Event, provide written notice to the Holders of such occurrence of such event and of the kind and amount of the cash, securities or other property that constitutes the Exchange Property. Failure to deliver such notice shall not affect the operation of this Section 13.

Section 14. Voting Rights.


(a)	General. The Holders shall not be entitled to vote on any matter except as set forth in Section 14(b) below or as required by Delaware law.


(b)	Special Voting Right.

(i)

Voting Right. If and whenever dividends on the Convertible Preferred Stock or any other class or series of preferred stock that ranks on parity with Convertible Preferred Stock as to payment of dividends, and upon which voting rights equivalent to those granted by this Section 14(b)(i) have been conferred and are exercisable, have not been paid in an aggregate amount equal, as to any class or series, to at least six quarterly Dividend Periods (whether consecutive or not) (a “Nonpayment”), the number of directors constituting the Board of Directors shall be increased by two, and the Holders (together with holders of any class or series of the Company’s authorized preferred stock having equivalent voting rights), shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that the Holders and the holders of any such other class or series shall not be entitled to elect such directors to the extent such election would cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors, and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders and any other class or series of preferred stock that ranks on parity with the Convertible Preferred Stock as to payment of dividends and having equivalent voting rights is a “Preferred Stock Director.”

(ii)

Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any other class or series of stock of the Company that ranks on parity with Convertible Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid, called as provided herein. At any time after the special voting power has vested pursuant to Section 14(b)(i) above, the secretary of the Company may, and upon the written request of the Holders of at least 20% of the Convertible Preferred Stock or the holders of at least 20% of such other series (addressed to the secretary at the Company’s principal office) must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the Holders and any other class or series of preferred stock that ranks on parity with Convertible Preferred Stock as to payment of dividends and having equivalent voting rights and for which dividends have not been paid for the election of the two directors to be elected by them as provided in Section 14(b)(iii) below. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii)

Notice of Special Meeting. Notice for a special meeting will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 14(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting will hold office until the next annual meeting of the stockholders of the Company unless they have been previously terminated or removed pursuant to Section 14(b)(iv). In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the written consent of the Preferred Stock Director remaining in office, or if none remains in office, by the vote of the Holders (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) to serve until the next annual meeting of the stockholders.

(iv)

Termination; Removal. Whenever the Company has paid full dividends for at least four consecutive quarterly dividend periods following a Nonpayment on the Convertible Preferred Stock and any other class or series of non-cumulative preferred stock ranking on parity with Convertible Preferred Stock as to payment of dividends, if any, and has paid cumulative dividends in full on any class or series of cumulative preferred stock ranking on parity with the Convertible Preferred Stock as to payment of dividends (in each case, upon which equivalent voting rights to those set forth in Section 14(b)(iii) have been conferred and are exercisable), then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods). The terms of office of the Preferred Stock Directors will immediately terminate, and the number of directors constituting the Board of Directors will be reduced accordingly. Any Preferred Stock Director may be removed at any time without cause by the Holders of a majority of the outstanding shares of

the Convertible Preferred Stock (together with holders of any other class of the Company’s authorized preferred stock having equivalent voting rights, whether or not the holders of such preferred stock would be entitled to vote for the election of directors if such default in dividends did not exist) when they have the voting rights described in this Section 14(b).

(c)

Senior Issuances; Adverse Changes. So long as any shares of Convertible Preferred Stock are outstanding, the vote or consent of the Holders of at least two-thirds of the shares of Convertible Preferred Stock at the time outstanding, voting as a class with all other series of preferred stock ranking equally with the Convertible Preferred Stock and entitled to vote thereon, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:


(i)	any amendment, alteration or repeal of any provision of the Company’s Certificate of Incorporation (including the certificate of designation creating the Convertible Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences or special rights of the Convertible Preferred Stock so as to affect them adversely;

(ii)

any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock ranking prior to the Convertible Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution or winding-up of the Company; or

(iii)

the consummation of a binding share exchange or reclassification involving the Convertible Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Convertible Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Convertible Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Convertible Preferred Stock prior to such merger or consolidation), and (ii) such Convertible Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Convertible Preferred Stock, taken as a whole;

provided, however, that any increase in the amount of the authorized or issued Convertible Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Convertible Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Convertible Preferred Stock and Holders will have no right to vote on such an increase, creation or issuance.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 14(c) would adversely affect one or more but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together as a single class (in lieu of all other series of preferred stock).

(d)

No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 14(b) or (c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Convertible Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 15. Preemption.

The Holders shall not have any rights of preemption.

Section 16. Rank.

Section 17. Repurchase.

Subject to the limitations imposed herein, the Company may purchase and sell Convertible Preferred Stock from time to time to such extent, in such manner, and upon such terms as the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof may determine; provided, however, that the Company shall not use any of its funds for any such purchase when there are reasonable grounds to believe that the Company is, or by such purchase would be rendered insolvent; provided, further, however, that in the event that the Company beneficially owns any Convertible Preferred Stock, the Company will procure that voting rights in respect of such Convertible Preferred Stock are not exercised.

Section 18. Unissued or Reacquired Shares.

Shares of Convertible Preferred Stock not issued or which have been issued and converted, redeemed or otherwise purchased or acquired by the Company shall be restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 19. No Sinking Fund.

Shares of Convertible Preferred Stock are not subject to the operation of a sinking fund.

Section 20. Reservation of Common Stock.

(a)

Sufficient Shares. The Company shall at all times reserve and keep available out of its authorized and unissued Common Stock or shares acquired by the Company, solely for issuance upon the conversion of shares of Convertible Preferred Stock as provided in this Certificate of Designation, free from any preemptive or other similar rights, such number of shares of Common Stock as shall from time to time be issuable upon the conversion of all the shares of Convertible Preferred Stock then outstanding, assuming that the Conversion Price equaled the Base Price. For purposes of this Section 20(a), the number of shares of Common Stock that shall be deliverable upon the conversion of all outstanding shares of Convertible Preferred Stock shall be computed as if at the time of computation all such outstanding shares were held by a single Holder.

(b)

Use of Acquired Shares. Notwithstanding the foregoing, the Company shall be entitled to deliver upon conversion of shares of Convertible Preferred Stock, as herein provided, shares of Common Stock acquired by the Company (in lieu of the issuance of authorized and unissued shares of Common Stock), so long as any such acquired shares are free and clear of all liens, charges, security interests or encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).


(c)	Free and Clear Delivery. All shares of Common Stock delivered upon conversion of the Convertible Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests and other encumbrances (other than liens, charges, security interests and other encumbrances created by the Holders).

(d)

Compliance with Law. Prior to the delivery of any securities that the Company shall be obligated to deliver upon conversion of the Convertible Preferred Stock, the Company shall use its reasonable best efforts to comply with all federal and state laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery thereof by, any governmental authority.

(e)

Listing. The Company hereby covenants and agrees that, if at any time the Common Stock shall be listed on the New York Stock Exchange or any other national securities exchange or automated quotation system, the Company will, if permitted by the rules of such exchange or automated quotation system, list and keep listed, so long as the Common Stock shall be so listed on such exchange or automated quotation system, all the Common Stock issuable upon conversion of the Convertible Preferred Stock; provided, however, that if the rules of such exchange or automated quotation system require the Company to defer the listing of such Common Stock until the first conversion of

Convertible Preferred Stock into Common Stock in accordance with the provisions hereof, the Company covenants to list such Common Stock issuable upon conversion of the Convertible Preferred Stock in accordance with the requirements of such exchange or automated quotation system at such time.

Section 21. Transfer Agent, Conversion Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Conversion Agent, Registrar and paying agent for the Convertible Preferred Stock shall be The Bank of New York Mellon. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 22. Replacement Certificates.

(a)

(b)

Certificates Following Conversion. If physical certificates are issued, the Company shall not be required to issue any certificates representing the Convertible Preferred Stock on or after the applicable Conversion Date. In place of the delivery of a replacement certificate following the applicable Conversion Date, the Transfer Agent, upon delivery of the evidence and indemnity described in clause (a) above, shall deliver the shares of Common Stock pursuant to the terms of the Convertible Preferred Stock formerly evidenced by the certificate.

Section 23. Form.

(a)

Global Preferred Stock. Convertible Preferred Stock may be issued in the form of one or more permanent global shares of Convertible Preferred Stock in definitive, fully registered form with a global legend in substantially the form attached hereto as Exhibit A (each, a “Global Preferred Stock”), which is hereby incorporated in and expressly made a part of this Certificate of Designation. The Global Preferred Stock may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company). The aggregate number of shares represented by each Global Preferred Stock may from time to time be increased or decreased by adjustments made on the records of the Registrar and the Depositary or its nominee as hereinafter provided. This Section 23(a) shall apply only to a Global Preferred Stock deposited with or on behalf of the Depositary.

(b)

Delivery to Depositary. If Global Preferred Stock is issued, the Company shall execute and the Registrar shall, in accordance with this Section, countersign and deliver initially one or more Global Preferred Stock that (i) shall be registered in the name of Cede & Co. or other nominee of the Depositary and (ii) shall be delivered by the Registrar to the Depositary or pursuant to instructions received from the Depositary or held by the Registrar as custodian for the Depositary pursuant to an agreement between the Depositary and the Registrar.

(c)

Agent Members. If Global Preferred Stock is issued, members of, or participants in, the Depositary (“Agent Members”) shall have no rights under this Certificate of Designation with respect to any Global Preferred Stock held on their behalf by the Depositary or by the Registrar as the custodian of the Depositary or under such Global Preferred Stock, and the Depositary may be treated by the Company, the Registrar and any agent of the Company or the Registrar as the absolute owner of such Global Preferred Stock for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Registrar or any agent of the Company or the Registrar from giving effect to any written certification, proxy or other authorization furnished by the Depositary or impair, as between the Depositary and its Agent Members, the operation of customary practices of the Depositary governing the exercise of the rights of a holder of a beneficial interest in any Global Preferred Stock. If Global Preferred Stock is issued, the Depositary may grant proxies or otherwise authorize any Person to take any action that a Holder is entitled to take pursuant to the Convertible Preferred Stock, this Certificate of Designation or the Certificate of Incorporation.

(d)

Physical Certificates. Owners of beneficial interests in any Global Preferred Stock shall not be entitled to receive physical delivery of certificated shares of Convertible Preferred Stock, unless (x) the Depositary has notified the Company that it is unwilling or unable to continue as Depositary for the Global Preferred Stock and the Company does not appoint a qualified replacement for the Depositary within 90 days, (y) the Depositary ceases to be a “clearing

agency” registered under the Exchange Act and the Company does not appoint a qualified replacement for the Depositary within 90 days or (z) the Company decides to discontinue the use of book-entry transfer through the Depositary. In any such case, the Global Preferred Stock shall be exchanged in whole for definitive shares of Convertible Preferred Stock in registered form, with the same terms and of an equal aggregate Liquidation Preference. Such definitive shares of Convertible Preferred Stock shall be registered in the name or names of the Person or Persons specified by the Depositary in a written instrument to the Registrar.

(e)

Signature. An Officer shall sign any Global Preferred Stock for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Global Preferred Stock no longer holds that office at the time the Transfer Agent countersigned the Global Preferred Stock, the Global Preferred Stock shall be valid nevertheless. A Global Preferred Stock shall not be valid until an authorized signatory of the Transfer Agent manually countersigns Global Preferred Stock. Each Global Preferred Stock shall be dated the date of its countersignature.

Section 24. Taxes.

(a)

Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Convertible Preferred Stock or shares of Common Stock or other securities issued on account of Convertible Preferred Stock pursuant hereto or certificates representing such shares or securities. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Convertible Preferred Stock, shares of Common Stock or other securities in a name other than that in which the shares of Convertible Preferred Stock with respect to which such shares or other securities are issued or delivered were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.


(b)	Withholding. All payments and distributions (or deemed distributions) on the shares of Convertible Preferred Stock (and on the shares of Common Stock received upon their conversion) shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 25. Notices.

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designation) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 101 Barclay Street, New York, NY 10286 (Attention: Corporate Trust Office), or other agent of the Company designated as permitted by this Certificate of Designation, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

Exhibit A

FORM OF
6.5% NON-CUMULATIVE CONVERTIBLE PREFERRED STOCK, SERIES T

FACE OF SECURITY

THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION UNDER THE SECURITIES ACT. BY ITS ACQUISITION HEREOF, THE HOLDER AGREES TO OFFER, SELL OR OTHERWISE TRANSFER THIS SECURITY PRIOR TO THE DATE THAT IS ONE YEAR AFTER THE LATER OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH CITIGROUP INC. (THE “COMPANY”) OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY PREDECESSOR OF THIS SECURITY) (THE “RESALE RESTRICTION TERMINATION DATE”) ONLY (A) TO THE COMPANY OR ANY SUBSIDIARY THEREOF, (B) PURSUANT TO A REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES ACT, (C) FOR SO LONG AS SHARES OF THE CONVERTIBLE PREFERRED STOCK ARE ELIGIBLE FOR RESALE PURSUANT TO RULE 144A, TO A PERSON IT REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER AS DEFINED IN RULE 144A THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (D) PURSUANT TO ANY OTHER AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, SUBJECT TO THE COMPANY’S AND THE TRANSFER AGENT’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO CLAUSE (D) PRIOR TO THE RESALE RESTRICTION TERMINATION DATE TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATIONS AND/OR OTHER INFORMATION SATISFACTORY TO EACH OF THEM, AND IN EACH OF THE FOREGOING CASES, TO REQUIRE THAT A CERTIFICATE OF TRANSFER IN THE FORM APPEARING ON THE OTHER SIDE OF THIS SECURITY IS COMPLETED AND DELIVERED BY THE TRANSFEROR TO THE TRANSFER AGENT. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE RESALE RESTRICTION TERMINATION DATE.

[IF GLOBAL PREFERRED STOCK IS ISSUED: UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), NEW YORK, NEW YORK, TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO., OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC) ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO. HAS AN INTEREST HEREIN.



Certificate Number		Number of Shares of Convertible Preferred Stock

		CUSIP NO.:

CITIGROUP INC.

6.5% Non-Cumulative Convertible Preferred Stock, Series T
(par value $1.00 per share)
(liquidation preference $50,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ](1) [ , or such number as is indicated in the records of the Registrar and the Depository,](2) fully paid and non-assessable shares of the Company’s designated 6.5% Non-Cumulative Convertible Preferred Stock, Series T, with a par value of $1.00 per share and a liquidation preference of $50,000 per share (the “Convertible Preferred Stock”). The shares of Convertible Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Convertible Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designation dated January 18, 2008 as the same may be amended from time to time (the “Certificate of Designation”). Capitalized terms used herein but not defined shall have the meaning given them in the certificate of Designation. The Company will provide a copy of the Certificate of Designation to a Holder without charge upon written request to the Company at its principal place of business.

Reference is hereby made to select provisions of the Convertible Preferred Stock set forth on the reverse hereof, and to the Certificate of Designation, which select provisions and the Certificate of Designation shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designation and is entitled to the benefits thereunder.

Unless the Registrar has properly countersigned, these shares of Convertible Preferred Stock shall not be entitled to any benefit under the Certificate of Designation or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] this day of , .



CITIGROUP INC.
By:
Name:
Title:

(1) This phrase should be included only if the share certificate evidences certificated shares of Convertible Preferred Stock.

(2) This phrase should be included only if the share certificate evidences Global Preferred Stock.

REGISTRAR’S COUNTERSIGNATURE

These are shares of Convertible Preferred Stock referred to in the within-mentioned Certificate of Designation.

Dated:



THE BANK OF NEW YORK MELLON, as Registrar
By:
Name:
Title:

REVERSE OF CERTIFICATE

Dividends on each share of Convertible Preferred Stock shall be payable at the rate provided in the Certificate of Designation.

The shares of Convertible Preferred Stock shall be convertible in the manner and accordance with the terms set forth in the Certificate of Designation.

The shares of Convertible Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designation.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Convertible Preferred Stock evidenced hereby to:

________________________________________________________________

(Insert assignee’s social security or taxpayer identification number, if any)

________________________________________________________________

(Insert address and zip code of assignee) and irrevocably appoints:

________________________________________________________________

as agent to transfer the shares of Convertible Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.



Date:
Signature:


(Sign exactly as your name appears on the other side of this Certificate)
Signature Guarantee:

CERTIFICATE OF INCREASE

SERIES R CUMULATIVE PARTICIPATING PREFERRED STOCK

CITIGROUP INC.

(Pursuant to Section 151 of the General Corporation Law of the State of Delaware)

CITIGROUP INC. (the “Company”), a corporation organized and existing under the General Corporation Law of the State of Delaware, in accordance with the provisions of Section 151(g) thereof, DOES HEREBY CERTIFY:

That pursuant to authority conferred upon the Preferred Stock Committee of the Board of Directors of the Company, the Preferred Stock Committee adopted on February 8, 2010 the following resolution relating to the number of authorized shares of Series R Cumulative Participating Preferred Stock of the Company:

RESOLVED, that the authorized number of shares of the Company’s Series R Cumulative Participating Preferred Stock is hereby increased from 28,000 shares to 31,000 shares, and that the appropriate officers of the Company be and hereby are authorized and directed in the name and on behalf of the Company to execute and file a Certificate of Increase with the Secretary of State of the State of Delaware increasing the number of shares constituting the Series R Cumulative Participating Preferred Stock to 31,000 shares and to take any and all other actions deemed necessary or appropriate to effectuate this resolution.

IN WITNESS WHEREOF, the Company has caused this Certificate of Increase to be executed by its duly authorized officer on this 8th day of February, 2010.



CITIGROUP INC.


By:	/s/ Martin A. Waters
	Name:	Martin A. Waters
	Title:	Assistant Treasurer

CERTIFICATE OF AMENDMENT

OF THE RESTATED CERTIFICATE

OF INCORPORATION OF CITIGROUP INC.

The undersigned officer of Citigroup Inc., a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY as follows:

FIRST: The name of the Corporation is Citigroup Inc.

SECOND: Upon the filing and effectiveness (the “Effective Time”) pursuant to the General Corporation Law of the State of Delaware (the “DGCL”) of this certificate of amendment to the restated certificate of incorporation of the Corporation, each ten shares of the Corporation’s common stock, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall be combined into one (1) validly issued, fully paid and non-assessable share of common stock, par value $0.01 per share, without any further action by the Corporation or the holder thereof, subject to the treatment of fractional share interests as described below (the “Reverse Stock Split”). No certificates representing fractional shares of common stock shall be issued in connection with the Reverse Stock Split. Stockholders who otherwise would be entitled to receive fractional shares of common stock shall be entitled to receive cash (without interest and subject to applicable withholding taxes) from the Corporation’s transfer agent in lieu of such fractional share interests automatically where shares are held in book-entry form and, where shares are held in certificated form, upon the submission of a properly completed and executed transmittal letter and the surrender of the stockholder’s Old Certificates (as defined below), in an amount equal to the proceeds attributable to the sale of such fractional shares following the aggregation and sale by the Corporation’s transfer agent of all fractional shares otherwise issuable. Each certificate that immediately prior to the Effective Time represented shares of common stock (“Old Certificates”), shall thereafter represent that number of shares of common stock into which the shares of common stock represented by the Old Certificate shall have been combined, subject to the elimination of fractional share interests as described above.

THIRD: At the Effective Time, Section (A) of Article FOURTH of the Restated Certificate of Incorporation of the Corporation shall be hereby amended to read in its entirety as follows:

A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is Six Billion Thirty Million (6,030,000,000). The total number of shares of Common Stock which the Corporation shall have authority to issue is Six Billion (6,000,000,000) shares of Common Stock having a par value of one cent ($.01) per share. The total number of shares of Preferred Stock which the Corporation shall have the authority to issue is Thirty Million (30,000,000) shares having a par value of one dollar ($1.00) per share.

FOURTH: The foregoing amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

FIFTH: The foregoing amendment shall be effective at 4:10 p.m. (Eastern Time), May 6th, 2011.

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its duly authorized officer, this 6th day of May, 2011.



CITIGROUP INC.


By:	/s/ Michael S. Helfer
	Name:	Michael S. Helfer
	Title:	General Counsel and Corporate Secretary

CERTIFICATE OF DESIGNATIONS

5.950% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK,

SERIES A

CITIGROUP INC.

pursuant to Section 151 of the

General Corporation Law of the State of Delaware

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that:

The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorporation”) fixes the total number of shares of all classes of capital stock that the Company shall have the authority to issue at six billion (6,000,000,000) shares of common stock, par value $0.01 per share, and thirty million (30,000,000) shares of preferred stock, par value $1.00 per share.

The Certificate of Incorporation expressly grants to the Board of Directors of the Company (the “Board of Directors”) authority to provide for the issuance of the shares of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

Pursuant to the authority conferred upon a pricing committee (the “Pricing Committee”) by the Board of Directors, the Pricing Committee, by action duly taken on October 22, 2012, adopted resolutions (i) authorizing the issuance and sale of up to 60,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series A (the “Series A. Preferred Stock”) establishing the number of shares to be included in this Series A Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series A Preferred Stock and the qualifications, limitations or restrictions thereof as follows:

Section 1. Designation.

The designation of the series of preferred stock shall be “5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series A” (the “Series A Preferred Stock”). Each share of Series A Preferred Stock shall be identical in all respects to every other share of Series A Preferred Stock.

Section 2. Number of Shares.

The number of authorized shares of Series A Preferred Stock shall be 60,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series A Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Pricing Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series A Preferred Stock.

Section 3. Definitions. As used herein with respect to Series A Preferred Stock:

“Appropriate Federal Banking Agency” means the “appropriate federal banking agency” with respect to the Company as that term is defined in Section 3(q) of the Federal Deposit Insurance Act of 1950, as amended, or any successor provision.

“Board of Directors” has the meaning set forth in the recitals above.

“Calculation Agent” means the Transfer Agent acting in its capacity as calculation agent for the Series A Preferred Stock, and its successors and assigns.

“Depositary” means DTC or its nominee or any successor depositary appointed by the Company.

“Dividend Payment Date” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Period” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Record Date” shall have the meaning set forth in Section 4(a) hereof.

“DTC” means The Depository Trust Company.

“Holder” means the Person in whose name the shares of the Series A Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series A Preferred Stock for the purpose of making payment and for all other purposes.

“Junior Stock” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Series A Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“LIBOR Determination Date” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.

“London Banking Day” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.

“Nonpayment” shall have the meaning set forth in Section 7(b)(i) hereof.

“Officer” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.

“Preferred Stock Director” shall have the meaning set forth in Section 7(b)(i) hereof.

“Preferred Stock Director Termination Date” shall have the meaning set forth in Section 7(b)(iv) hereof.

“Registrar” means the Transfer Agent acting in its capacity as registrar for the Series A Preferred Stock, and its successors and assigns.

“Regulatory Capital Event” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series A Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series A Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series A Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series A Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series A Preferred Stock is outstanding.

“Reuters LIBOR01” means the display designated on the Reuters 3000 Xtra Service on page LIBOR01 Page (or such other page as may replace “Reuters LIBOR01” page on the service or such other service as may be nominated by the British Bankers’ Association or other administrator of LIBOR for the purpose of displaying London interbank offered rates for United States dollar deposits or loans).

“Series A Liquidation Preference” shall have the meaning set forth in Section 5(a) hereof.

“Series A Preferred Stock” shall have the meaning set forth in Section 1 hereof.

“Series A Preferred Stock Certificate” shall have the meaning set forth in Section 14(a) hereof.

“Three-month LIBOR” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters LIBOR01 page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on the Reuters LIBOR01 page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three- month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on January 30, 2023, 0.31575%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.

“Transfer Agent” means Computershare Trust Company, N.A., a federally chartered national association, acting as Transfer Agent, Calculation Agent, Registrar and paying agent for the Series A Preferred Stock, and its successors and assigns.

“Trust” shall have the meaning set forth in Section 6(d).

Section 4. Dividends.

(a)

without any interest or other payment in respect of such postponement, and (ii) after January 30, 2023, with dividends accruing to the actual payment date (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Series A Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Series A Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 5.950%, for each Dividend Period from and including the date of issuance to, but excluding, January 30, 2023 and (ii) Three-month LIBOR plus 4.068%%, for each Dividend Period from and including January 30, 2023. The record date for payment of dividends on the Series A Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to January 30, 2023 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after January 30, 2023 will be computed on the basis of a 360-day year and the actual number of days elapsed.

(b)

Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series A Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series A Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c)

Priority of Dividends. So long as any share of Series A Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series A Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:


(i)	purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;


(ii)	purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;


(iii)	as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;


(iv)	the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;


(v)	the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or


(vi)	the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

The restrictions set forth in the preceding provisions of this Section 4(c) shall not apply to any Junior Stock dividends paid by the Company where the dividend is in the form of the same stock (or the right to buy the same stock) as that on which the dividend is being paid.

Except as provided below, for so long as any share of Series A Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series A Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series A Preferred Stock in the payment of dividends, all dividends declared upon shares of Series A Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of

Series A Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

Subject to the foregoing, and not otherwise, such dividends payable in cash, stock or otherwise, as may be determined by the Board of Directors or any duly authorized committee thereof, may be declared and paid on any other class or series of stock of the Company from time to time out of any funds legally available for such payment, and Holders will not be entitled to participate in those dividends.

Section 5. Liquidation Rights.

(a)

Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of stock ranking senior to or on parity with Series A Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b)

Partial Payment. If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series A Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c)

Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6. Redemption.

(a) Optional Redemption. The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series A Preferred Stock at the time outstanding, on any Dividend Payment Date on or after January 30, 2023, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.

(b) Notice of Redemption. Notice of every redemption of shares of Series A Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series A Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series A Preferred Stock. Each notice shall state:


(i)	the redemption date;


(ii)	the total number of shares of Series A Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;


(iii)	the redemption price;


(iv)	the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and


(v)	that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series A Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c)

Partial Redemption. In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares of Series A Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series A Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series A Preferred Stock shall be redeemed from time to time.

(d)

Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors or any duly authorized committee thereof (the “Trust”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.

Section 7. Voting Rights.


(a)	General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.


(b)	Special Voting Right.

(i)

Voting Right. If and whenever dividends on the Series A Preferred Stock or any other class or series of preferred stock that ranks on parity with Series A Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “Nonpayment”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “Preferred Stock Director.”

(ii)

Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series A Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders at which Preferred Stock Directors are to be elected, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series A Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii)

Notice of Special Meeting. Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director’s election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series A Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series A Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series A Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series A Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

(iv)

Termination; Removal. Whenever the Company has paid noncumulative dividends in full for at least two consecutive semi-annual or four consecutive quarterly Dividend Periods following a Nonpayment on the Series A Preferred Stock and on any dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “Preferred Stock Director Termination Date”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).

(c)

Senior Issuances; Adverse Changes. So long as any shares of Series A Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series A Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:


(i)	any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series A Preferred Stock) or the Company’s by-laws that would alter

or change the voting powers, preferences, economic rights or special rights of the Series A Preferred Stock so as to affect them adversely;

(ii)

any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company’s capital stock ranking prior to the Series A Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii)

the consummation of a binding share exchange or reclassification involving the Series A Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series A Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series A Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series A Preferred Stock prior to such merger or consolidation), and (ii) such Series A Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series A Preferred Stock, taken as a whole;

provided, however, that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series A Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series A Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series A Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series A Preferred Stock but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series A Preferred Stock as a single class (in lieu of all other series of preferred stock) for purposes of the vote or consent required by this Section 7(c).

(d)

No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series A Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 8. Preemption and Conversion Rights.

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.

Section 9. Rank.

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior Stock or shares of any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series A Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Section 10. Reacquired Shares.

The Board of Directors shall take such actions as are necessary to cause the shares of Series A Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 11. No Sinking Fund.

Shares of Series A Preferred Stock are not subject to the operation of a sinking fund.

Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series A Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however, that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates.

If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company.

Section 14. Form.

(a)

Series A Preferred Stock Certificates. Series A Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series A Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series A Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).

(b)

Signature. Two Officers shall sign any Series A Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series A Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series A Preferred Stock Certificate, such Series A Preferred Stock Certificate shall be valid nevertheless. A Series A Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series A Preferred Stock Certificate. Each Series A Preferred Stock Certificate shall be dated the date of its countersignature.

Section 15. Taxes.

(a)

Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series A Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series A Preferred Stock, in a name other than that in which the shares of Series A Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.


(b)	Withholding. All payments and distributions (or deemed distributions) on the shares of Series A Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 16. Notices.

designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

Section 17. Other Rights Disclaimed.

The shares of Series A Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.

IN WITNESS WHEREOF, this Certificate of Designations as has been executed on behalf of the Company by its Chief Accounting Officer this 26th day of October, 2012.



CITIGROUP INC.

By:	/s/Jeffrey R. Walsh
	Name:	Jeffrey R. Walsh
	Title:	Chief Accounting Officer

FORM OF

% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES A



Certificate Number	Number of Shares of Series A Preferred Stock

		CUSIP NO.:

CITIGROUP INC.

% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series A

(par value $1.00 per share)

(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated % Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series A, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series A Preferred Stock”). The shares of Series A Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series A Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated October [ ], 2012 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.

Reference is hereby made to select provisions of the Series A Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.

Unless the Registrar has properly countersigned, these shares of Series A Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this day of , .



CITIGROUP INC.

By:
Name:
Title:


By:
Name:
Title:

REGISTRAR’S COUNTERSIGNATURE

These are shares of Series A Preferred Stock referred to in the within-mentioned Certificate of Designations.

Dated:



COMPUTERSHARE TRUST COMPANY, N.A., as Registrar

By:
Name:
Title:

REVERSE OF CERTIFICATE

Dividends on each share of Series A Preferred Stock shall be payable at the rate provided in the Certificate of Designations.

The shares of Series A Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series A Preferred Stock evidenced hereby to:

(Insert assignee’s social security or taxpayer identification number, if any)

(Insert address and zip code of assignee)

and irrevocably appoints:

as agent to transfer the shares of Series A Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.

Date:

Signature:




(Sign exactly as your name appears on the other side of this Certificate)



Signature Guarantee:

CERTIFICATE OF DESIGNATIONS

5.90% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK,
SERIES B

CITIGROUP INC.

______________________________

pursuant to Section 151 of the

General Corporation Law of the State of Delaware

______________________________

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that:

Pursuant to the authority conferred upon a pricing committee (the “Pricing Committee”) by the Board of Directors, the Pricing Committee, by action duly taken on December 6, 2012, adopted resolutions (i) authorizing the issuance and sale of up to 30,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 5.90% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series B (the “Series B Preferred Stock”) establishing the number of shares to be included in this Series B Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series B Preferred Stock and the qualifications, limitations or restrictions thereof as follows:

Section 1. Designation.

The designation of the series of preferred stock shall be “5.90% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series B” (the “Series B Preferred Stock”). Each share of Series B Preferred Stock shall be identical in all respects to every other share of Series B Preferred Stock.

Section 2. Number of Shares.

The number of authorized shares of Series B Preferred Stock shall be 30,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series B Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Pricing Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series B Preferred Stock.

Section 3. Definitions. As used herein with respect to Series B Preferred Stock:

“Board of Directors” has the meaning set forth in the recitals above.

“Calculation Agent” means the Transfer Agent acting in its capacity as calculation agent for the Series B Preferred Stock, and its successors and assigns.

“Depositary” means DTC or its nominee or any successor depositary appointed by the Company.

“Dividend Payment Date” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Period” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Record Date” shall have the meaning set forth in Section 4(a) hereof.

“DTC” means The Depository Trust Company.

“Holder” means the Person in whose name the shares of the Series B Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series B Preferred Stock for the purpose of making payment and for all other purposes.

“Junior Stock” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Series B Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“LIBOR Determination Date” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.

“London Banking Day” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.

“Nonpayment” shall have the meaning set forth in Section 7(b)(i) hereof.

“Officer” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.

“Preferred Stock Director” shall have the meaning set forth in Section 7(b)(i) hereof.

“Preferred Stock Director Termination Date” shall have the meaning set forth in Section 7(b)(iv) hereof.

“Registrar” means the Transfer Agent acting in its capacity as registrar for the Series B Preferred Stock, and its successors and assigns.

“Regulatory Capital Event” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series B Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series B Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series B Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series B Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series B Preferred Stock is outstanding.

"Series B Liquidation Preference" shall have the meaning set forth in Section 5(a) hereof.

“Series B Preferred Stock” shall have the meaning set forth in Section 1 hereof.

“Series B Preferred Stock Certificate” shall have the meaning set forth in Section 14(a) hereof.

“Three-month LIBOR” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters LIBOR01 page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on the Reuters LIBOR01 page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on February 15, 2023, 0.3095%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.

“Trust” shall have the meaning set forth in Section 6(d).

Section 4. Dividends.

(a)

Rate. Holders shall be entitled to receive, when, as and if declared by the Board of Directors or any duly authorized committee thereof, but only out of funds legally available therefor, noncumulative cash dividends on each share of Series B Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) semi-annually in arrears on each August 15 and February 15, beginning August 15, 2013, from and including the date of issuance to, but excluding, February 15, 2023, and (ii) quarterly in arrears on each February 15, May 15, August 15, and November 15, beginning May 15, 2023 from and including February 15, 2023; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (except if after February 15, 2023 that day falls in the next calendar month, in which case the payment of any dividend otherwise payable will be made on the first preceding Business Day) (i) on or prior to February 15, 2023, without any interest or other payment in respect of such postponement, and (ii) after February 15, 2023, with dividends accruing to the actual payment date (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Series B Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Series B Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 5.90%, for each Dividend Period from and including the date of issuance to, but excluding, February 15, 2023 and (ii) Three-month LIBOR plus 4.23%, for each Dividend Period from and including February 15, 2023. The record date for payment of dividends on the Series B Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to February 15, 2023 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after February 15, 2023 will be computed on the basis of a 360-day year and the actual number of days elapsed.

(b)

Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series B Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series B Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent

period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c)

Priority of Dividends. So long as any share of Series B Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series B Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:


(i)	purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;


(ii)	purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;


(iii)	as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;


(iv)	the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;


(v)	the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or


(vi)	the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

Except as provided below, for so long as any share of Series B Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series B Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series B Preferred Stock in the payment of dividends, all dividends declared upon shares of Series B Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series B Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

Section 5. Liquidation Rights.

(a)

Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of stock ranking senior to or on parity with Series B Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share, plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b)

Partial Payment. If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series B Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c)

Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6. Redemption.

(a)

Optional Redemption. The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series B Preferred Stock at the time outstanding, on any Dividend Payment Date on or after February 15, 2023, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.

(b)

Notice of Redemption. Notice of every redemption of shares of Series B Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series B Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series B Preferred Stock. Each notice shall state:


(i)	the redemption date;


(ii)	the total number of shares of Series B Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;


(iii)	the redemption price;


(iv)	the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and


(v)	that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series B Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c)

Partial Redemption. In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares of Series B Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series B Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series B Preferred Stock shall be redeemed from time to time.


(d)	Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue

to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors or any duly authorized committee thereof (the “Trust”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.

Section 7. Voting Rights.


(a)	General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.


(b)	Special Voting Right.

(i)

Voting Right. If and whenever dividends on the Series B Preferred Stock or any other class or series of preferred stock that ranks on parity with Series B Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “Nonpayment”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “Preferred Stock Director.”

(ii)

Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series B Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders at which Preferred Stock Directors are to be elected, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series B Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii)

Termination Date and the next annual meeting of stockholders following such Preferred Stock Director's election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series B Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series B Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series B Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series B Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

(iv)

Termination; Removal. Whenever the Company has paid noncumulative dividends in full for at least two consecutive semi-annual or four consecutive quarterly Dividend Periods following a Nonpayment on the Series B Preferred Stock and on any dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “Preferred Stock Director Termination Date”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).

(c)

Senior Issuances; Adverse Changes. So long as any shares of Series B Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series B Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:


(i)	any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series B Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences, economic rights or special rights of the Series B Preferred Stock so as to affect them adversely;

(ii)

any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company's capital stock ranking prior to the Series B Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii)

the consummation of a binding share exchange or reclassification involving the Series B Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series B Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series B Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the

case under the Series B Preferred Stock prior to such merger or consolidation), and (ii) such Series B Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series B Preferred Stock, taken as a whole;

provided, however, that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series B Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series B Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series B Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series B Preferred Stock but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series B Preferred Stock as a single class (in lieu of all other series of preferred stock) for purposes of the vote or consent required by this Section 7(c).

(d)

No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series B Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 8. Preemption and Conversion Rights.

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.

Section 9. Rank.

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior Stock or shares of any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series B Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Section 10. Reacquired Shares.

The Board of Directors shall take such actions as are necessary to cause the shares of Series B Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 11. No Sinking Fund.

Shares of Series B Preferred Stock are not subject to the operation of a sinking fund.

Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series B Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however, that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates.

Section 14. Form.

(a)

Series B Preferred Stock Certificates. Series B Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series B Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series B Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).

(b)

Signature. Two Officers shall sign any Series B Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series B Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series B Preferred Stock Certificate, such Series B Preferred Stock Certificate shall be valid nevertheless. A Series B Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series B Preferred Stock Certificate. Each Series B Preferred Stock Certificate shall be dated the date of its countersignature.

Section 15. Taxes.

(a)

Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series B Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series B Preferred Stock, in a name other than that in which the shares of Series B Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.


(b)	Withholding. All payments and distributions (or deemed distributions) on the shares of Series B Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 16. Notices.

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 250 Royall Street, Canton, Massachusetts 02021, or other agent of the Company designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

Section 17. Other Rights Disclaimed.

The shares of Series B Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.

IN WITNESS WHEREOF, this Certificate of Designations as has been executed on behalf of the Company by its Chief Financial Officer this 12^th day of December, 2012.

CITIGROUP INC.

By: /s/ John C. Gerspach
Name: John C. Gerspach
Title: Chief Financial Officer

FORM OF
5.90% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES B

Certificate Number_______ Number of Shares of Series A Preferred Stock______

CUSIP NO.:

CITIGROUP INC.

% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series B

(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated % Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series B, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series B Preferred Stock”). The shares of Series B Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series B Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated December [ ], 2012 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.

Reference is hereby made to select provisions of the Series B Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.

Unless the Registrar has properly countersigned, these shares of Series B Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this __ day of ________, ________.

CITIGROUP INC.

By: _______________________________________
Name:
Title:

REGISTRAR’S COUNTERSIGNATURE

These are shares of Series B Preferred Stock referred to in the within-mentioned Certificate of Designations.

Dated:

COMPUTERSHARE TRUST COMPANY, N.A., as Registrar

By: _______________________________________
Name:
Title:

REVERSE OF CERTIFICATE

Dividends on each share of Series B Preferred Stock shall be payable at the rate provided in the Certificate of Designations.

The shares of Series B Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series B Preferred Stock evidenced hereby to:

___________________________________________________

(Insert assignee’s social security or taxpayer identification number, if any)

___________________________________________________

(Insert address and zip code of assignee)

and irrevocably appoints:

___________________________________________________

as agent to transfer the shares of Series A Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.

Date:

Signature:

___________________________________________________

(Sign exactly as your name appears on the other side of this Certificate)

Signature Guarantee: ___________________________________________________

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

CITIGROUP FUNDING INC.

(a Delaware corporation)

WITH AND INTO

CITIGROUP INC.

(a Delaware corporation)

(Pursuant to Section 253 of the

Delaware General Corporation Law)

Citigroup Inc., a Delaware corporation (“Citigroup”), does hereby certify:


FIRST:	Citigroup owns all of the outstanding shares of capital stock of Citigroup Funding Inc., a Delaware corporation (“CFI”).


SECOND:	The Board of Directors of Citigroup adopted certain resolutions at a meeting of the Board of Directors held on June 18, 2012, including the following duly adopted resolutions in which the Board of Directors determined to merge CFI with and into Citigroup pursuant to Section 253 of the General Corporation Law of the State of Delaware:

RESOLVED, that, based upon all of the factors discussed at this meeting and the information provided to the members of the Board of Directors (the “Board”) of Citigroup Inc. (“Citigroup”), the Board hereby determines that it is advisable and in the best interest of Citigroup and its shareholders to merge Citigroup Funding Inc. (“CFI”), a Delaware corporation and a wholly-owned subsidiary of Citigroup, with and into Citigroup (the “Merger”); and be it

FURTHER RESOLVED, (a) that, effective upon the filing of a Certificate of Ownership and Merger with the Office of the Secretary of State of the State of Delaware or at such time as such Certificate of Ownership and Merger shall specify, CFI shall merge with and into Citigroup, and Citigroup shall be the surviving corporation, pursuant to Section 253 of the General Corporation Law of the State of Delaware (the “DGCL”), (b) that, by virtue of the Merger, each issued and outstanding share of common stock of CFI shall be cancelled, no consideration shall be delivered in exchange therefor and the separate existence of CFI shall cease, (c) that simultaneously with the Merger, Citigroup shall assume all of the rights and obligations of CFI existing immediately prior to the Merger, including, but not limited to, the obligation to pay the principal of and interest and premium, if any, on all of CFI’s outstanding notes, bonds and commercial paper, and the obligation to pay amounts due on CFI’s other outstanding funding obligations, instruments or securities, including, but not limited to, its index warrants, (d) that Citigroup shall be, and hereby is, authorized to enter into any and all contracts, instruments, indentures, agreements and other documents and any supplements or amendments thereto as deemed appropriate, advisable or necessary by an Authorized Officer in connection with the Merger and the assumption of the rights and obligations described in the preceding clause (c), (e) that the Certificate of Incorporation and By-Laws of Citigroup as in effect immediately prior to the effectiveness of the Merger shall be the Certificate of Incorporation and By-Laws of such surviving corporation and shall continue in full force and effect until

amended and changed in the manner prescribed by the provisions of the DGCL, and (f) that the officers and directors of Citigroup immediately prior to the Merger shall be the officers and directors of such surviving corporation; and be it

FURTHER RESOLVED, that the Chief Executive Officer, the President, any Vice Chairman, the Chief Financial Officer, the General Counsel, the Corporate Secretary, the Chief Accounting Officer, the Treasurer, the Deputy Treasurer or any officer with the authority of a Vice President of Citigroup (each, and “Authorized Officer”) be, and each of them hereby is, authorized and directed to execute, in the name and on behalf of Citigroup, a Certificate of Ownership and Merger with respect to the Merger setting forth, among other things, a copy of the resolutions of the Board authorizing the Merger and the date of their adoption, and to cause such documents to be filed in the Office of the Secretary of State of the State of Delaware in accordance with Sections 103 and 253 of the DGCL.


THIRD:	That this Certificate of Ownership and Merger (and the Merger referenced herein) shall be effective at 11:58 p.m. (local time in Wilmington, Delaware) on December 31, 2012.

[Signature page follows]

IN WITNESS WHEREOF, Citigroup Inc. has caused this Certificate of Ownership and Merger to be executed by its duly authorized officer on the date set forth below.

CITIGROUP INC.

By: /s/ Joseph Bonocore

Name: Joseph Bonocore

Title: Deputy Treasurer

Dated: December 12, 2012

CERTIFICATE OF DESIGNATIONS

5.80% NONCUMULATIVE PREFERRED STOCK SERIES C

CITIGROUP INC.

______________________________

pursuant to Section 151 of the

General Corporation Law of the State of Delaware

______________________________

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that:

1. The Restated Certificate of Incorporation of the Company (as amended through the date hereof, the “Certificate of Incorporation”) fixes the total number of shares of all classes of capital stock that the Company shall have the authority to issue at six billion (6,000,000,000) shares of common stock, par value $0.01 per share, and thirty million (30,000,000) shares of preferred stock, par value $1.00 per share.

2. The Certificate of Incorporation expressly grants to the Board of Directors of the Company (the “Board of Directors”) authority to provide for the issuance of the shares of preferred stock in series, and to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof.

3. Pursuant to the authority conferred upon a pricing committee (the “Pricing Committee”) by the Board of Directors, the Pricing Committee, by action duly taken on March 19, 2013, adopted resolutions (i) authorizing the issuance and sale of up to 23,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 5.80% Noncumulative Preferred Stock, Series C (the “Series C Preferred Stock”) establishing the number of shares to be included in this Series C Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series C Preferred Stock and the qualifications, limitations or restrictions thereof as follows:

Section 1. Designation.

The designation of the series of preferred stock shall be “5.80% Noncumulative Preferred Stock, Series C” (the “Series C Preferred Stock”). Each share of Series C Preferred Stock shall be identical in all respects to every other share of Series C Preferred Stock. Series C Preferred

Stock will rank equally with Parity Stock, will rank senior to Junior Stock and will rank junior to

Senior Stock, if any, with respect to the payment of dividends and/or the distribution of assets in the event of any voluntary or involuntary liquidation, dissolution or winding up of affairs of the

Company.

Section 2. Number of Shares.

The number of authorized shares of Series C Preferred Stock shall be 23,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series C Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Pricing Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series C Preferred Stock.

Section 3. Definitions. As used herein with respect to Series C Preferred Stock:

“Board of Directors” has the meaning set forth in the recitals above.

“Calculation Agent” means the Transfer Agent acting in its capacity as calculation agent for the Series C Preferred Stock, and its successors and assigns.

“Depositary” means DTC or its nominee or any successor depositary appointed by the Company.

“Dividend Payment Date” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Period” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Record Date” shall have the meaning set forth in Section 4(a) hereof.

“DTC” means The Depository Trust Company.

“Holder” means the Person in whose name the shares of the Series C Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series C Preferred Stock for the purpose of making payment and for all other purposes.

“Junior Stock” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Series C Preferred Stock has preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“Nonpayment” shall have the meaning set forth in Section 7(b)(i) hereof.

“Officer” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.

“Preferred Stock Director” shall have the meaning set forth in Section 7(b)(i) hereof.

“Preferred Stock Director Termination Date” shall have the meaning set forth in Section 7(b)(iv) hereof.

“Registrar” means the Transfer Agent acting in its capacity as registrar for the Series C Preferred Stock, and its successors and assigns.

“Regulatory Capital Event” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series C Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series C Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series C Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series C Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series C Preferred Stock is outstanding.

"Series C Liquidation Preference" shall have the meaning set forth in Section 5(a) hereof.

“Series C Preferred Stock” shall have the meaning set forth in Section 1 hereof.

“Series C Preferred Stock Certificate” shall have the meaning set forth in Section 14(a) hereof.

“Trust” shall have the meaning set forth in Section 6(d).

Section 4. Dividends.

(b) Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series C Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series C Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c) Priority of Dividends. So long as any share of Series C Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series C Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:

(i) purchases, redemptions or other acquisitions of shares of Junior Stock in connection with any employment contract, benefit plan or other similar arrangement with or for the benefit of employees, officers, directors or consultants;

(ii) purchases of shares of Common Stock pursuant to a contractually binding requirement to buy stock existing prior to the commencement of the then-current Dividend Period, including under a contractually binding stock repurchase plan;

(iii) as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;

(iv) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;

(v) the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or

(vi) the purchase of Junior Stock by any investment banking subsidiary of the Company in connection with market-making or other secondary market activities in the ordinary course of the business of such subsidiary.

Except as provided below, for so long as any share of Series C Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series C Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series C Preferred Stock in the payment of dividends, all dividends declared upon shares of Series C Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series C Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

Section 5. Liquidation Rights.

(a) Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of stock ranking senior to or on parity with Series C Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share (the “Series C Liquidation Preference”), plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b) Partial Payment. If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series C Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(d) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6. Redemption.

(a) Optional Redemption. The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series C Preferred Stock at the time outstanding, on any Dividend Payment Date on or after April 22, 2018, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.

(b) Notice of Redemption. Notice of every redemption of shares of Series C Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series C Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series C Preferred Stock. Each notice shall state:

(i) the redemption date;

(ii) the total number of shares of Series C Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii) the redemption price;

(iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and

(v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series C Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c) Partial Redemption. In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares of Series C Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series C Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series C Preferred Stock shall be redeemed from time to time.

Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.

Section 7. Voting Rights.

(a) General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.

(b) Special Voting Right.

(i) Voting Right. If and whenever dividends on the Series C Preferred Stock or any other class or series of preferred stock that ranks on parity with Series C Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “Nonpayment”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “Preferred Stock Director.”

(ii) Election. The election of the Preferred Stock Directors will take place at any annual meeting of stockholders or any special meeting of the Holders and any dividend parity stock, called as provided herein. At any time after the special voting power has vested pursuant to Section 7(b)(i) above, the secretary of the Company may, and upon the written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series C Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders at which Preferred Stock Directors are to be elected, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series C Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii) Notice of Special Meeting. Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director's election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series C Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series C Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series C Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series C Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

dividend parity stock entitled to noncumulative dividends and has paid cumulative dividends in full on any dividend parity stock entitled to cumulative dividends, then the right of the Holders to elect the Preferred Stock Directors will cease (but subject always to the same provisions for the vesting of the special voting rights in the case of any similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “Preferred Stock Director Termination Date”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).

(c) Senior Issuances; Adverse Changes. So long as any shares of Series C Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series C Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i) any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series C Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences, economic rights or special rights of the Series C Preferred Stock so as to affect them adversely;

(ii) any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company's capital stock ranking prior to the Series C Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii) the consummation of a binding share exchange or reclassification involving the Series C Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series C Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series C Preferred Stock remains outstanding or, in the case of any such merger or consolidation with

respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series C Preferred Stock prior to such merger or consolidation), and (ii) such Series C Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series C Preferred Stock, taken as a whole;

provided, however, that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series C Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series C Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series C Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series C Preferred Stock but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series C Preferred Stock as a single class (in lieu of all other series of preferred stock) for purposes of the vote or consent required by this Section 7(c).

(d) No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series C Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 8. Preemption and Conversion Rights.

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.

Section 9. Rank.

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior Stock or shares of any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series C Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Section 10. Reacquired Shares.

The Board of Directors shall take such actions as are necessary to cause the shares of Series C Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 11. No Sinking Fund.

Shares of Series C Preferred Stock are not subject to the operation of a sinking fund.

Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series C Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however, that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates.

Section 14. Form.

(a) Series C Preferred Stock Certificates. Series C Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series C

Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series C Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).

(b) Signature. Two Officers shall sign any Series C Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series C Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series C Preferred Stock Certificate, such Series C Preferred Stock Certificate shall be valid nevertheless. A Series C Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series C Preferred Stock Certificate. Each Series C Preferred Stock Certificate shall be dated the date of its countersignature.

Section 15. Taxes.

(a) Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series C Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series C Preferred Stock, in a name other than that in which the shares of Series C Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b) Withholding. All payments and distributions (or deemed distributions) on the shares of Series C Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 16. Notices.

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 250 Royall Street, Canton, Massachusetts 02021, or other agent of the Company designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which

may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

Section 17. Other Rights Disclaimed.

The shares of Series C Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.

IN WITNESS WHEREOF, this Certificate of Designations as has been executed on behalf of the Company by its Chief Accounting Officer this 25^th day of March, 2013.

CITIGROUP INC.

By: /s/John C. Gerspach

Name: John C. Gerspach

Title: Chief Financial Officer

Exhibit A

FORM OF
5.80% NONCUMULATIVE PREFERRED STOCK, SERIES C

Certificate Number_______ Number of Shares of Series C Preferred Stock______

CUSIP NO.:

CITIGROUP INC.

5.80% Noncumulative Preferred Stock, Series C

(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated 5.80% Noncumulative Preferred Stock, Series C, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series C Preferred Stock”). The shares of Series C Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series C Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated March 25, 2013 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.

Reference is hereby made to select provisions of the Series C Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.

Unless the Registrar has properly countersigned, these shares of Series C Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this __ day of ________, ________.

CITIGROUP INC.

By: _______________________________________
Name:
Title:

REGISTRAR’S COUNTERSIGNATURE

These are shares of Series C Preferred Stock referred to in the within-mentioned Certificate of Designations.

Dated:

COMPUTERSHARE TRUST COMPANY, N.A., as Registrar

By: _______________________________________
Name:
Title:

REVERSE OF CERTIFICATE

Dividends on each share of Series C Preferred Stock shall be payable at the rate provided in the Certificate of Designations.

The shares of Series C Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series C Preferred Stock evidenced hereby to:

___________________________________________________

(Insert assignee’s social security or taxpayer identification number, if any)

___________________________________________________

(Insert address and zip code of assignee)

and irrevocably appoints:

___________________________________________________

as agent to transfer the shares of Series A Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.

Date:

Signature:

___________________________________________________

(Sign exactly as your name appears on the other side of this Certificate)

Signature Guarantee: ___________________________________________________

CERTIFICATE OF DESIGNATIONS

5.350% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK,
SERIES D

CITIGROUP INC.

______________________________

pursuant to Section 151 of the

General Corporation Law of the State of Delaware

______________________________

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that:

3. Pursuant to the authority conferred upon a pricing committee (the “Pricing Committee”) by the Board of Directors, the Pricing Committee, by action duly taken on April 23, 2013, adopted resolutions (i) authorizing the issuance and sale of up to 50,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of

5.350% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series D (the “Series D Preferred Stock”) establishing the number of shares to be included in this Series D Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series D Preferred Stock and the qualifications, limitations or restrictions thereof as follows:

Section 1. Designation.

The designation of the series of preferred stock shall be “5.350% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series D” (the “Series D Preferred Stock”). Each share of

Series D Preferred Stock shall be identical in all respects to every other share of Series D Preferred Stock.

Section 2. Number of Shares.

The number of authorized shares of Series D Preferred Stock shall be 50,000. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series D Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Pricing Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series D Preferred Stock.

Section 3. Definitions. As used herein with respect to Series D Preferred Stock:

“Board of Directors” has the meaning set forth in the recitals above.

“Calculation Agent” means the Transfer Agent acting in its capacity as calculation agent for the Series D Preferred Stock, and its successors and assigns.

“Depositary” means DTC or its nominee or any successor depositary appointed by the Company.

“Dividend Payment Date” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Period” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Record Date” shall have the meaning set forth in Section 4(a) hereof.

“DTC” means The Depository Trust Company.

“Holder” means the Person in whose name the shares of the Series D Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series D Preferred Stock for the purpose of making payment and for all other purposes.

“Junior Stock” means the Common Stock and any other class or series of stock of the Company now existing or hereafter authorized over which Series D Preferred Stock has

preference or priority in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

“LIBOR Determination Date” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.

“London Banking Day” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.

“Nonpayment” shall have the meaning set forth in Section 7(b)(i) hereof.

“Officer” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.

“Preferred Stock Director” shall have the meaning set forth in Section 7(b)(i) hereof.

“Preferred Stock Director Termination Date” shall have the meaning set forth in Section 7(b)(iv) hereof.

“Registrar” means the Transfer Agent acting in its capacity as registrar for the Series D Preferred Stock, and its successors and assigns.

“Regulatory Capital Event” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series D Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series D Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series D Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series D Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series D Preferred Stock is outstanding.

“Series D Preferred Stock” shall have the meaning set forth in Section 1 hereof.

“Series D Preferred Stock Certificate” shall have the meaning set forth in Section 14(a) hereof.

“Three-month LIBOR” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters LIBOR01 page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on the Reuters LIBOR01 page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on May 15, 2023, 0.2756%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.

“Trust” shall have the meaning set forth in Section 6(d).

Section 4. Dividends.

on that date will be made on the next succeeding day that is a Business Day (except if after May 15, 2023, that day falls in the next calendar month, in which case the payment of any dividend otherwise payable will be made on the first preceding Business Day), (i) on or prior to May 15, 2023, without any interest or other payment in respect of such postponement, and (ii) after May 15, 2023, with dividends accruing to the actual payment date (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Series D Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Series D Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 5.350%, for each Dividend Period from and including the date of issuance to, but excluding, May 15, 2023 and (ii) Three-month LIBOR plus 3.466%, for each Dividend Period from and including May 15, 2023. The record date for payment of dividends on the Series D Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to May 15, 2023 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after May 15, 2023 will be computed on the basis of a 360-day year and the actual number of days elapsed.

(b) Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series D Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series D Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c) Priority of Dividends. So long as any share of Series D Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series D Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:

(iii) as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;

(iv) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;

(v) the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or

Except as provided below, for so long as any share of Series D Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series D Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series D Preferred Stock in the payment of dividends, all dividends declared upon shares of Series D Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series D Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

Section 5. Liquidation Rights.

from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b) Partial Payment. If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series D Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

(c) Merger, Consolidation and Sale of Assets Not Liquidation. For purposes of this Section 5, the sale, conveyance, exchange or transfer (for cash, shares of stock, securities or other consideration) of all or substantially all of the property and assets of the Company shall not be deemed a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company, nor shall the merger, consolidation or any other business combination transaction of the Company into or with any other corporation or Person or the merger, consolidation or any other business combination transaction of any other corporation or Person into or with the Company be deemed to be a voluntary or involuntary dissolution, liquidation or winding up of the affairs of the Company.

Section 6. Redemption.

(a) Optional Redemption. The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series D Preferred Stock at the time outstanding, on any Dividend Payment Date on or after May 15, 2023, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.

(b) Notice of Redemption. Notice of every redemption of shares of Series D Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series D Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series D Preferred Stock. Each notice shall state:

(i) the redemption date;

(ii) the total number of shares of Series D Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii) the redemption price;

(iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and

(v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series D Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c) Partial Redemption. In case of any redemption of only part of the shares of Series D Preferred Stock at the time outstanding, the shares of Series D Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series D Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series D Preferred Stock shall be redeemed from time to time.

(d) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors or any duly authorized committee thereof (the “Trust”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption

date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.

Section 7. Voting Rights.

(a) General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.

(b) Special Voting Right.

(i) Voting Right. If and whenever dividends on the Series D Preferred Stock or any other class or series of preferred stock that ranks on parity with Series D Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “Nonpayment”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “Preferred Stock Director.”

annual or special meeting of the stockholders at which Preferred Stock Directors are to be elected, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series D Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii) Notice of Special Meeting. Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director's election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series D Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series D Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series D Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series D Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).

(c) Senior Issuances; Adverse Changes. So long as any shares of Series D Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series D Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i) any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series D Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences, economic rights or special rights of the Series D Preferred Stock so as to affect them adversely;

(ii) any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company's capital stock ranking prior to the Series D Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii) the consummation of a binding share exchange or reclassification involving the Series D Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series D Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series D Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S. federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case

under the Series D Preferred Stock prior to such merger or consolidation), and (ii) such Series D Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series D Preferred Stock, taken as a whole;

provided, however, that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series D Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series D Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series D Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series D Preferred Stock but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series D Preferred Stock as a single class (in lieu of all other series of preferred stock) for purposes of the vote or consent required by this Section 7(c).

(d) No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series D Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 8. Preemption and Conversion Rights.

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.

Section 9. Rank.

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior Stock or shares of any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series D Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Section 10. Reacquired Shares.

The Board of Directors shall take such actions as are necessary to cause the shares of Series D Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 11. No Sinking Fund.

Shares of Series D Preferred Stock are not subject to the operation of a sinking fund.

Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series D Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however, that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates.

Section 14. Form.

(a) Series D Preferred Stock Certificates. Series D Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series D Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series D Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).

(b) Signature. Two Officers shall sign any Series D Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series D Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series D Preferred Stock Certificate, such Series D Preferred Stock Certificate shall be valid nevertheless. A Series D Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series D Preferred Stock Certificate. Each Series D Preferred Stock Certificate shall be dated the date of its countersignature.

Section 15. Taxes.

(a) Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series D Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series D Preferred Stock, in a name other than that in which the shares of Series D Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b) Withholding. All payments and distributions (or deemed distributions) on the shares of Series D Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 16. Notices.

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 250 Royall Street, Canton, Massachusetts 02021, or other agent of the Company designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

Section 17. Other Rights Disclaimed.

The shares of Series D Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.

IN WITNESS WHEREOF, this Certificate of Designations as has been executed on behalf of the Company by its Chief Financial Officer this 29^th day of April, 2013.

CITIGROUP INC.

By: _/s/ John C. Gerspach__________________
Name: John C. Gerspach
Title: Chief Financial Officer

Exhibit A

FORM OF
5.350% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES D

Certificate Number_______ Number of Shares of Series D Preferred Stock______

CUSIP NO.:

CITIGROUP INC.

5.350% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series D

(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated 5.350% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series D, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series D Preferred Stock”). The shares of Series D Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series D Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated April 29, 2013 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.

Reference is hereby made to select provisions of the Series D Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.

Unless the Registrar has properly countersigned, these shares of Series D Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this __ day of ________, ________.

CITIGROUP INC.

By: _______________________________________
Name:
Title:

REGISTRAR’S COUNTERSIGNATURE

These are shares of Series D Preferred Stock referred to in the within-mentioned Certificate of Designations.

Dated:

COMPUTERSHARE TRUST COMPANY, N.A., as Registrar

By: _______________________________________
Name:
Title:

REVERSE OF CERTIFICATE

Dividends on each share of Series D Preferred Stock shall be payable at the rate provided in the Certificate of Designations.

The shares of Series D Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series D Preferred Stock evidenced hereby to:

___________________________________________________

(Insert assignee’s social security or taxpayer identification number, if any)

___________________________________________________

(Insert address and zip code of assignee)

and irrevocably appoints:

___________________________________________________

as agent to transfer the shares of Series D Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.

Date:

Signature:

___________________________________________________

(Sign exactly as your name appears on the other side of this Certificate)

Signature Guarantee: ___________________________________________________

CERTIFICATE OF RETIREMENT

OF PREFERRED STOCK

OF CITIGROUP INC.

(Pursuant to Section 243 of the General

Corporation Law of the State of Delaware)

CITIGROUP INC., a corporation duly organized and existing under the General Corporation Law of the State of Delaware, certifies as follows:

FIRST: Citigroup's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), authorizes the issuance of 92,000 shares of 8.50% Non-Ccumulative Preferred Stock, Series F (the "Preferred Stock, Series F"), each such share with $1.00 par value and a stated value of $25,000 per share.

SECOND: Citigroup has retired all of the authorized shares of the Preferred Stock, Series F.

THIRD: Pursuant to the provisions of Section 243 of the General Corporation Law of the State of Delaware, the shares that were designated to Preferred Stock, Series F are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup.

IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Treasurer this 1^st day of July, 2013.

CITIGROUP INC.

By: /s/ Martin A. Waters

Martin A. Waters

Assistant Treasurer

CERTIFICATE OF RETIREMENT

OF PREFERRED STOCK

OF CITIGROUP INC.

(Pursuant to Section 243 of the General

Corporation Law of the State of Delaware)

CITIGROUP INC., a corporation duly organized and existing under the General Corporation Law of the State of Delaware, certifies as follows:

FIRST: Citigroup's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), authorizes the issuance of 66,700 shares of 6.5% Non-Cumulative Convertible Preferred Stock, Series T (the "Preferred Stock, Series T"), each such share with $1.00 par value and a stated value of $25,000 per share.

SECOND: Citigroup has retired all of the authorized shares of the Preferred Stock, Series T.

THIRD: Pursuant to the provisions of Section 243 of the General Corporation Law of the State of Delaware, the shares that were designated to Preferred Stock, Series T are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup.

IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Treasurer this 1^st day of July, 2013.

CITIGROUP INC.

By: /s/ Martin A. Waters

Martin A. Waters

Assistant Treasurer

CERTIFICATE OF DESIGNATIONS

7.125% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES J

CITIGROUP INC.

______________________________

pursuant to Section 151 of the

General Corporation Law of the State of Delaware

______________________________

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that:

3. Pursuant to the authority conferred upon a pricing committee (the “Pricing Committee”) by the Board of Directors, the Pricing Committee, by action duly taken on September 12, 2013, adopted resolutions (i) authorizing the issuance and sale of up to 41,400 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 7.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series J (the “Series J Preferred Stock”) establishing the number of shares to be included in this Series J Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series J Preferred Stock and the qualifications, limitations or restrictions thereof as follows:

Section 1. Designation.

The designation of the series of preferred stock shall be “7.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series J” (the “Series J Preferred Stock”). Each share of

Series J Preferred Stock shall be identical in all respects to every other share of Series J Preferred Stock.

Section 2. Number of Shares.

The number of authorized shares of Series J Preferred Stock shall be 41,400. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series J Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Pricing Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series J Preferred Stock.

Section 3. Definitions. As used herein with respect to Series J Preferred Stock:

“Board of Directors” has the meaning set forth in the recitals above.

“Calculation Agent” means the Transfer Agent acting in its capacity as calculation agent for the Series J Preferred Stock, and its successors and assigns.

“Depositary” means DTC or its nominee or any successor depositary appointed by the Company.

“Dividend Payment Date” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Period” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Record Date” shall have the meaning set forth in Section 4(a) hereof.

“DTC” means The Depository Trust Company.

“Holder” means the Person in whose name the shares of the Series J Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series J Preferred Stock for the purpose of making payment and for all other purposes.

“Junior Stock” means the Common Stock and any other class or series of stock of the

Company now existing or hereafter authorized over which Series J Preferred Stock has

preference or priority in the payment of dividends or in the distribution of assets on any

voluntary or involuntary liquidation, dissolution or winding up of the Company.

“LIBOR Determination Date” means the second London Banking Day immediately preceding the first day of the relevant Dividend Period.

“London Banking Day” means any day on which commercial banks are open for general business (including dealings in deposits in United States dollars) in London.

“Nonpayment” shall have the meaning set forth in Section 7(b)(i) hereof.

“Officer” means the Chief Executive Officer, the Chairman, the Chief Administrative Officer, any Vice Chairman, the Chief Financial Officer, the Controller, the Chief Accounting Officer, the Treasurer, any Deputy Treasurer, any Assistant Treasurer, any Vice President, the General Counsel and Corporate Secretary and any Assistant Secretary of the Company.

“Person” means a legal person, including any individual, corporation, estate, partnership, joint venture, association, joint-stock company, limited liability company, trust, or other entity.

“Preferred Stock Director” shall have the meaning set forth in Section 7(b)(i) hereof.

“Preferred Stock Director Termination Date” shall have the meaning set forth in Section 7(b)(iv) hereof.

“Registrar” means the Transfer Agent acting in its capacity as registrar for the Series J Preferred Stock, and its successors and assigns.

“Regulatory Capital Event” means the good faith determination by the Company that, as a result of (i) any amendment to, clarification of, or change in, the laws or regulations of the United States or any political subdivision of or in the United States that is enacted or becomes effective after the initial issuance of any share of the Series J Preferred Stock, (ii) any proposed change in those laws or regulations that is announced or becomes effective after the initial issuance of any share of the Series J Preferred Stock, or (iii) any official administrative decision or judicial decision or administrative action or other official pronouncement interpreting or applying those laws or regulations or policies with respect thereto that is announced after the initial issuance of any share of the Series J Preferred Stock, there is more than an insubstantial risk that the Company will not be entitled to treat the full liquidation preference amount of $25,000 per share of the Series J Preferred Stock then outstanding as “tier 1 capital” (or its equivalent) for purposes of the capital adequacy guidelines of the Federal Reserve (or, as and if applicable, the capital adequacy guidelines or regulations of any successor Appropriate Federal Banking Agency) as then in effect and applicable, for so long as any share of the Series J Preferred Stock is outstanding.

“Series J Preferred Stock” shall have the meaning set forth in Section 1 hereof.

“Series J Preferred Stock Certificate” shall have the meaning set forth in Section 14(a) hereof.

“Three-month LIBOR” means the rate (expressed as a percentage per annum) for deposits in United States dollars for a three-month period commencing on the first day of a Dividend Period that appears on the Reuters LIBOR01 page as of 11:00 a.m. (London time) on the LIBOR Determination Date for that Dividend Period. If such rate does not appear on the Reuters LIBOR01 page, Three-month LIBOR will be determined on the basis of the rates at which deposits in United States dollars for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million are offered to prime banks in the London interbank market by four major banks in the London interbank market selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., London time, on the LIBOR Determination Date for that Dividend Period. The Calculation Agent will request the principal London office of each of such banks to provide a quotation of its rate. If at least two such quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of such quotations. If fewer than two quotations are provided, Three-month LIBOR with respect to that Dividend Period will be the arithmetic mean (rounded upward if necessary to the nearest whole multiple of 0.00001%) of the rates quoted by three major banks in New York City selected by the Calculation Agent (after consultation with the Company), at approximately 11:00 a.m., New York City time, on the LIBOR Determination Date for that Dividend Period for loans in United States dollars to leading European banks for a three-month period commencing on the first day of that Dividend Period and in a principal amount of not less than $1 million. However, if fewer than three banks selected by the Calculation Agent to provide quotations are quoting as described above, Three-month LIBOR for that Dividend Period will be the same Three-month LIBOR as determined for the previous Dividend Period or, in the case of the Dividend Period beginning on September 30, 2023, 0.2544%. The determination of Three-month LIBOR for each relevant Dividend Period by the Calculation Agent will (in the absence of manifest error) be final and binding.

“Trust” shall have the meaning set forth in Section 6(d).

Section 4. Dividends.

dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (except if after September 30, 2023, that day falls in the next calendar month, in which case the payment of any dividend otherwise payable will be made on the first preceding Business Day), (i) on or prior to September 30, 2023, without any interest or other payment in respect of such postponement, and (ii) after September 30, 2023, with dividends accruing to the actual payment date (each such day on which dividends are payable a “Dividend Payment Date”). The period from and including the date of issuance of the Series J Preferred Stock or any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a “Dividend Period.” Dividends on each share of Series J Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 7.125%, for each Dividend Period from and including the date of issuance to, but excluding, September 30, 2023 and (ii) Three-month LIBOR plus 4.040%, for each Dividend Period from and including September 30, 2023. The record date for payment of dividends on the Series J Preferred Stock will be the record date fixed by the Board of Directors or any other duly authorized committee thereof that is not more than 30 nor less than 10 days prior to such Dividend Payment Date (each, a “Dividend Record Date”). Any such day that is a Dividend Record Date will be a Dividend Record Date whether or not such day is a Business Day. The amount of dividends payable on or prior to September 30, 2023 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after September 30, 2023 will be computed on the basis of a 360-day year and the actual number of days elapsed.

(b) Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series J Preferred Stock for any Dividend Period prior to the related Dividend Payment Date, that dividend will not accrue, and the Company will have no obligation to pay, and Holders shall have no right to receive, a dividend for that Dividend Period on the related Dividend Payment Date or at any future time, whether or not dividends on the Series J Preferred Stock or any other series of preferred stock or common stock are declared for any subsequent period. References herein to the “accrual” of dividends refer only to the determination of the amount of such dividend and do not imply that any right to a dividend arises prior to the date on which a dividend is declared.

(c) Priority of Dividends. So long as any share of Series J Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series J Preferred Stock have been declared and paid or declared and a sum sufficient for the payment of those dividends has been set aside for the Dividend Period then ending, the Company will not, and will cause its subsidiaries not to, during the next succeeding Dividend Period that commences on such Dividend Payment Date, declare or pay any dividend on, make any distributions relating to, or redeem, purchase, acquire or make a liquidation payment relating to, any Junior Stock, or make any guarantee payment with respect thereto, other than:

(iii) as a result of an exchange or conversion of any class or series of Junior Stock for any other class or series of Junior Stock;

(iv) the purchase of fractional interests in shares of Junior Stock pursuant to the conversion or exchange provisions of such Junior Stock or the security being converted or exchanged;

(v) the purchase of Junior Stock by an investment banking subsidiary of the Company in connection with the distribution thereof; or

Except as provided below, for so long as any share of Series J Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series J Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series J Preferred Stock in the payment of dividends, all dividends declared upon shares of Series J Preferred Stock and such other stock will be declared on a proportional basis so that the amount of dividends declared per share will bear to each other the same ratio that accrued dividends for the then-current Dividend Period per share of Series J Preferred Stock and accrued dividends for the then-current Dividend Period per share of such other stock (including, in the case of any such other stock that bears cumulative dividends, all accrued and unpaid dividends) bear to each other.

Section 5. Liquidation Rights.

(a) Liquidation. In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, Holders shall be entitled, out of funds legally available

therefor, before any distribution or payment may be made by the Company or set aside for the holders of any Junior Stock and subject to the rights of the holders of any class or series of stock ranking senior to or on parity with Series J Preferred Stock upon liquidation and the rights of the Company’s depositors and other creditors, to receive in full a liquidating distribution in the amount of the liquidation preference of $25,000 per share (the “Series J Liquidation Preference”), plus any accrued dividends thereon from the last Dividend Payment Date to, but excluding, the date of the liquidation, dissolution or winding up if and to the extent declared but not yet paid. Holders shall not be entitled to any further payments in the event of any such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company other than what is expressly provided for in this Section 5.

(b) Partial Payment. If the assets of the Company are not sufficient to pay in full the aforesaid liquidation distributions to the Holders and any liquidation distributions owed to holders of any class or series of stock of the Company ranking equally with the Series J Preferred Stock in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company, the amounts paid to the Holders and to the holders of all such equally ranking stock shall be pro rata in accordance with the respective aggregate liquidating distributions to which they would otherwise be entitled.

Section 6. Redemption.

(a) Optional Redemption. The Company, at the option of its Board of Directors or any duly authorized committee thereof, may redeem out of funds legally available therefor, (i) in whole or in part, from time to time, the shares of Series J Preferred Stock at the time outstanding, on any Dividend Payment Date on or after September 30, 2023, or (ii) in whole but not in part at any time within 90 days following a Regulatory Capital Event, in each case at a redemption price equal to $25,000 per share plus any declared and unpaid dividends, without accumulation of any undeclared dividends, to but excluding the redemption date, upon notice given as provided in Section 6(b) below.

(b) Notice of Redemption. Notice of every redemption of shares of Series J Preferred Stock shall be mailed by first class mail, postage prepaid, addressed to the Holders of such shares to be redeemed at their respective last addresses appearing on the stock register of the Company. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for

redemption. Any notice mailed as provided in this Section 6(b) shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any Holder of shares of Series J Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series J Preferred Stock. Each notice shall state:

(i) the redemption date;

(ii) the total number of shares of Series J Preferred Stock to be redeemed and, if fewer than all the shares of a Holder are to be redeemed, the number of such shares to be redeemed;

(iii) the redemption price;

(iv) the place or places where the certificates for such shares are to be surrendered for payment of the redemption price, if applicable; and

(v) that dividends on the shares to be redeemed will cease to accrue on the redemption date.

Notwithstanding the foregoing, if the certificates evidencing the shares of Series J Preferred Stock are held of record by a depositary and any related depository shares are held of record by a Depositary or its nominee, the Company may give such notice in any manner permitted by the Depositary.

(c) Partial Redemption. In case of any redemption of only part of the shares of Series A Preferred Stock at the time outstanding, the shares of Series J Preferred Stock to be redeemed shall be selected pro rata from the Holders in proportion to the number of shares of Series J Preferred Stock held by such Holders, by lot or in such other manner as the Board of Directors or any duly authorized committee thereof may determine, in its sole discretion, to be fair and equitable. Subject to the provisions of this Section 6, the Board of Directors or any duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Series J Preferred Stock shall be redeemed from time to time.

respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest.

Section 7. Voting Rights.

(a) General. The Holders shall not be entitled to vote on any matter except as set forth in Section 7(b) below or as required by the Delaware General Corporation Law.

(b) Special Voting Right.

(i) Voting Right. If and whenever dividends on the Series J Preferred Stock or any other class or series of preferred stock that ranks on parity with Series J Preferred Stock as to payment of dividends and upon which voting rights equivalent to those granted by this Section 7(b)(i) have been conferred and are exercisable (any such class or series being referred to herein as “dividend parity stock”) have not been paid in an aggregate amount equal, as to any class or series, to at least three semi-annual or six quarterly Dividend Periods, as applicable, (whether consecutive or not) (a “Nonpayment”), the authorized number of directors constituting the Board of Directors shall be increased by two, and the Holders, together with holders of dividend parity stock, shall have the right, voting separately as a single class without regard to class or series (and with voting rights allocated pro rata based on the liquidation preference of each such class or series), to the exclusion of the holders of Common Stock, to elect two directors of the Company to fill such newly created directorships (and to fill any vacancies in the terms of such directorships), provided that it shall be a qualification for election of any such director that the election of such director shall not cause the Company to violate the corporate governance requirements of the New York Stock Exchange (or other exchange on which the Company’s securities may be listed) that listed companies must have a majority of independent directors and further provided that the Board of Directors shall at no time include more than two such directors. Each such director elected by the Holders together with holders of dividend parity stock is a “Preferred Stock Director.”

written request (addressed to the secretary at the Company’s principal office) of the holders of at least 20% of the voting power of the Series J Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock (with such voting power measured based on the voting power to elect Preferred Stock Directors), must (unless such request is received less than 90 days before the date fixed for the next annual or special meeting of the stockholders at which Preferred Stock Directors are to be elected, in which event such election shall be held at such next annual or special meeting of stockholders), call a special meeting of the holders of Series J Preferred Stock and any dividend parity stock for the purposes of electing Preferred Stock Directors. The Preferred Stock Directors shall each be entitled to one vote per director on any matter.

(iii) Notice of Special Meeting. Notice for a special meeting to elect Preferred Stock Directors will be given in a similar manner to that provided in the Company’s by-laws for a special meeting of the stockholders. If the secretary of the Company does not call a special meeting within 20 days after receipt of any such request, then any Holder may (at the expense of the Company) call such meeting, upon notice as provided in this Section 7(b)(iii), and for that purpose will have access to the stock register of the Company. The Preferred Stock Directors elected at any such special meeting and each Preferred Stock Director elected at a subsequent annual or special meeting of stockholders, will be elected for term expiring upon the earlier of the Preferred Stock Director Termination Date and the next annual meeting of stockholders following such Preferred Stock Director's election. In case any vacancy in the office of a Preferred Stock Director occurs (other than prior to the initial election of the Preferred Stock Directors), the vacancy may be filled by the Preferred Stock Director remaining in office, or if none remains in office, by a plurality of the votes cast by the holders of Series J Preferred Stock and any dividend parity stock, voting together as a single class, and the Preferred Stock Director so appointed or elected to fill such vacancy shall serve for a term expiring at the next annual meeting of the stockholders. Preferred Stock Directors may only be elected by the holders of Series J Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series J Preferred Stock and such dividend parity stock fail to elect a sufficient number of directors to fill all directorships for which they are entitled to elect directors pursuant to this Section 7, then any directorship not so filled shall remain vacant until such time as the holders of Series J Preferred Stock and such dividend parity stock elect a person to fill such directorship in accordance with this Section 7, or such vacancy is otherwise filled in accordance with this Section 7; and no such directorship may be filled by stockholders of the Corporation other than in accordance with this Section 7.

similar non-payment of dividends in respect of future Dividend Periods) (the time of such cessation, the “Preferred Stock Director Termination Date”). Upon a Preferred Stock Director Termination Date, the terms of office of the Preferred Stock Directors will immediately terminate, the persons then serving as Preferred Stock Directors shall immediately cease to be qualified to hold office as Preferred Stock Directors, the Preferred Stock Directors shall cease to be directors of the Company and the number of directors constituting the Board of Directors shall be automatically reduced, without any action by the Board of Directors or the stockholders of the Company, by the number of Preferred Stock Directors authorized immediately prior to such termination. Any Preferred Stock Director may be removed at any time without cause by the holders of a majority of the voting power of outstanding shares of the capital stock then entitled to vote in the election of Preferred Stock Directors, voting together as a single class (with such voting power measured based on the voting power to elect Preferred Stock Directors).

(c) Senior Issuances; Adverse Changes. So long as any shares of Series J Preferred Stock are outstanding, but subject to the final paragraph of this Section 7(c), in addition to any other vote or consent of holders of the Company’s capital stock required by Delaware law, the vote or consent of the holders of at least two-thirds of the voting power of the Series J Preferred Stock and the holders of any other preferred stock entitled to vote thereon, voting together as a single class, given in person or by proxy at an annual or special meeting of stockholders, or given in writing without a meeting, will be necessary for effecting or validating any of the following actions, whether or not such approval is required by Delaware law:

(i) any amendment, alteration or repeal of any provision of the Company’s certificate of incorporation (including the certificate of designations creating the Series J Preferred Stock) or the Company’s by-laws that would alter or change the voting powers, preferences, economic rights or special rights of the Series J Preferred Stock so as to affect them adversely;

(ii) any amendment or alteration of the Company’s certificate of incorporation to authorize or create, or increase the authorized amount of, any shares of, or any securities convertible into shares of, any class or series of the Company's capital stock ranking prior to the Series J Preferred Stock in the payment of dividends or in the distribution of assets on any liquidation, dissolution, or winding up of the Company; or

(iii) the consummation of a binding share exchange or reclassification involving the Series J Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series J Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series J Preferred Stock remains outstanding or, in the case of any such merger or consolidation with respect to which the Company is not the surviving or resulting entity, is converted into or exchanged for preferred securities of the surviving or resulting entity or its ultimate parent, that is an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and that is a corporation for U.S.

federal income tax purposes (or if such entity is not a corporation, the Company having received an opinion of nationally recognized counsel experienced in such matters to the effect that Holders will be subject to tax for U.S. federal income tax purposes with respect to such new preferred securities after such merger or consolidation in the same amount, at the same time and otherwise in the same manner as would have been the case under the Series J Preferred Stock prior to such merger or consolidation), and (ii) such Series J Preferred Stock remaining outstanding or such preferred securities, as the case may be, have such rights, preferences, privileges and voting powers, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers of the Series J Preferred Stock, taken as a whole;

provided, however, that, for the avoidance of doubt, any increase in the amount of the authorized or issued Series J Preferred Stock or authorized preferred stock or any securities convertible into preferred stock or the creation and issuance, or an increase in the authorized or issued amount, of other series of preferred stock or any securities convertible into preferred stock ranking equally with and/or junior to the Series J Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or noncumulative) and/or the distribution of assets upon the Company’s liquidation, dissolution or winding up will not be deemed to adversely affect the voting powers, preferences or special rights of the Series J Preferred Stock, and no stockholder will have the right to vote on such an increase, creation or issuance by reason of this Section 7.

If any amendment, alteration, repeal, share exchange, reclassification, merger or consolidation specified in this Section 7(c) would adversely affect the Series J Preferred Stock but not all series of preferred stock of the Company, then only such series of preferred stock as are adversely affected by and entitled to vote on the matter shall vote on the matter together with the Series J Preferred Stock as a single class (in lieu of all other series of preferred stock) for purposes of the vote or consent required by this Section 7(c).

(d) No Vote if Redemption. No vote or consent of the Holders shall be required pursuant to Section 7(b) or 7(c) if, at or prior to the time when the act with respect to such vote or consent would otherwise be required shall be effected, the Company shall have redeemed or shall have called for redemption all outstanding shares of Series J Preferred Stock, with proper notice and sufficient funds having been set aside for such redemption, in each case pursuant to Section 6 above.

Section 8. Preemption and Conversion Rights.

The Holders shall not have any preemptive rights or conversion rights as a result of the terms hereof.

Section 9. Rank.

For the avoidance of doubt, the Board of Directors or any duly authorized committee thereof may, without the vote of the Holders, authorize and issue additional shares of Junior

Stock or shares of any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series J Preferred Stock in the payment of dividends or in the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the Company.

Section 10. Reacquired Shares.

The Board of Directors shall take such actions as are necessary to cause the shares of Series J Preferred Stock which have been redeemed or otherwise purchased or acquired by the Company to be retired and restored to the status of authorized but unissued shares of preferred stock without designation as to series.

Section 11. No Sinking Fund.

Shares of Series J Preferred Stock are not subject to the operation of a sinking fund.

Section 12. Transfer Agent, Calculation Agent, Registrar and Paying Agent.

The duly appointed Transfer Agent, Calculation Agent, Registrar and paying agent for the Series J Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent in accordance with the agreement between the Company and the Transfer Agent; provided, however, that the Company shall appoint a successor transfer agent who shall accept such appointment prior to the effectiveness of such removal. Upon any such removal or appointment, the Company shall send notice thereof by first-class mail, postage prepaid, to the Holders.

Section 13. Replacement Certificates for Mutilated, Destroyed, Stolen and Lost Certificates.

Section 14. Form.

(a) Series J Preferred Stock Certificates. Series J Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series J Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series J Preferred Stock Certificates may have notations, legends or endorsements required by law, stock exchange rules, agreements to which the

Company is subject, if any, or usage (provided that any such notation, legend or endorsement is in a form acceptable to the Company).

(b) Signature. Two Officers shall sign any Series J Preferred Stock Certificate for the Company, in accordance with the Company’s by-laws and applicable law, by manual or facsimile signature. If an Officer whose signature is on a Series J Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series J Preferred Stock Certificate, such Series J Preferred Stock Certificate shall be valid nevertheless. A Series J Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series J Preferred Stock Certificate. Each Series J Preferred Stock Certificate shall be dated the date of its countersignature.

Section 15. Taxes.

(a) Transfer Taxes. The Company shall pay any and all stock transfer, documentary, stamp and similar taxes that may be payable in respect of any issuance or delivery of shares of Series J Preferred Stock. The Company shall not, however, be required to pay any such tax that may be payable in respect of any transfer involved in the issuance or delivery of shares of Series J Preferred Stock, in a name other than that in which the shares of Series J Preferred Stock were registered, or in respect of any payment to any Person other than a payment to the registered holder thereof, and shall not be required to make any such issuance, delivery or payment unless and until the Person otherwise entitled to such issuance, delivery or payment has paid to the Company the amount of any such tax or has established, to the satisfaction of the Company, that such tax has been paid or is not payable.

(b) Withholding. All payments and distributions (or deemed distributions) on the shares of Series J Preferred Stock shall be subject to withholding and backup withholding of tax to the extent required by law, subject to applicable exemptions, and amounts withheld, if any, shall be treated as received by Holders.

Section 16. Notices.

All notices referred to herein shall be in writing, and, unless otherwise specified herein, all notices hereunder shall be deemed to have been given upon the earlier of receipt thereof or three Business Days after the mailing thereof if sent by registered or certified mail (unless first class mail shall be specifically permitted for such notice under the terms of this Certificate of Designations) with postage prepaid, addressed: (i) if to the Company, to its office at 399 Park Avenue, New York, New York 10043 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 250 Royall Street, Canton, Massachusetts 02021, or other agent of the Company designated as permitted by this Certificate of Designations, or (ii) if to any Holder, to such Holder at the address of such Holder as listed in the stock record books of the Company (which may include the records of the Transfer Agent) or (iii) to such other address as the Company or any such Holder, as the case may be, shall have designated by notice similarly given.

Section 17. Other Rights Disclaimed.

The shares of Series J Preferred Stock have no voting powers, preferences or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Certificate of Incorporation of the Company.

IN WITNESS WHEREOF, this Certificate of Designations as has been executed on behalf of the Company by its Chief Accounting Officer this 18^th day of September, 2013.

CITIGROUP INC.

By: _/s/ Jeffrey R. Walsh________________
Name: Jeffrey R. Walsh
Title: Chief Accounting Officer

Exhibit A

FORM OF
7.125% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES J

Certificate Number_______ Number of Shares of Series J Preferred Stock______

CUSIP NO.:

CITIGROUP INC.

7.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series J

(par value $1.00 per share)
(liquidation preference $25,000 per share)

Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that [ ] (the “Holder”) is the registered owner of [ ] fully paid and non-assessable shares of the Company’s designated 7.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series J, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series J Preferred Stock”). The shares of Series J Preferred Stock are transferable on the books and records of the Registrar, in person or by a duly authorized attorney, upon surrender of this certificate duly endorsed and in proper form for transfer. The designations, rights, privileges, restrictions, preferences and other terms and provisions of the Series J Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated September 18, 2013 as the same may be amended from time to time (the “Certificate of Designations”). Capitalized terms used herein but not defined shall have the meaning given them in the Certificate of Designations. The Company will provide a copy of the Certificate of Designations to a Holder without charge upon written request to the Company at its principal place of business.

Reference is hereby made to select provisions of the Series J Preferred Stock set forth on the reverse hereof, and to the Certificate of Designations, which select provisions and the Certificate of Designations shall for all purposes have the same effect as if set forth at this place.

Upon receipt of this certificate, the Holder is bound by the Certificate of Designations and is entitled to the benefits thereunder.

Unless the Registrar has properly countersigned, these shares of Series J Preferred Stock shall not be entitled to any benefit under the Certificate of Designations or be valid or obligatory for any purpose.

IN WITNESS WHEREOF, this certificate has been executed on behalf of the Company by its [Title] and by its [Title] this __ day of ________, ________.

CITIGROUP INC.

By: _______________________________________
Name:
Title:

REGISTRAR’S COUNTERSIGNATURE

These are shares of Series J Preferred Stock referred to in the within-mentioned Certificate of Designations.

Dated:

COMPUTERSHARE TRUST COMPANY, N.A., as Registrar

By: _______________________________________
Name:
Title:

REVERSE OF CERTIFICATE

Dividends on each share of Series J Preferred Stock shall be payable at the rate provided in the Certificate of Designations.

The shares of Series J Preferred Stock shall be redeemable at the option of the Company in the manner and in accordance with the terms set forth in the Certificate of Designations.

ASSIGNMENT

FOR VALUE RECEIVED, the undersigned assigns and transfers the shares of Series J Preferred Stock evidenced hereby to:

___________________________________________________

(Insert assignee’s social security or taxpayer identification number, if any)

___________________________________________________

(Insert address and zip code of assignee)

and irrevocably appoints:

___________________________________________________

as agent to transfer the shares of Series J Preferred Stock evidenced hereby on the books of the Transfer Agent. The agent may substitute another to act for him or her.

Date:

Signature:

___________________________________________________

(Sign exactly as your name appears on the other side of this Certificate)

Signature Guarantee: ___________________________________________________

CERTIFICATE OF RETIREMENT

OF PREFERRED STOCK

OF CITIGROUP INC.

(Pursuant to Section 243 of the General

Corporation Law of the State of Delaware)

CITIGROUP INC., a corporation duly organized and existing under the General Corporation Law of the State of Delaware, certifies as follows:

FIRST: Citigroup's Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), authorizes the issuance of up to 31,000 shares of Series R Cumulative Participating Preferred Stock (the "Series R Preferred Stock"), with $1.00 par value per share.

SECOND: No shares of the Series R Preferred Stock have been or will be issued.

THIRD: Pursuant to the provisions of Section 243 of the General Corporation Law of the State of Delaware, all references to the Series R Preferred Stock in the Certificate of Incorporation are hereby eliminated, and the shares that were designated to such series are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup.

IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Secretary this 9^th day of October, 2013.

CITIGROUP INC.

By: /s/Michael J. Tarpley

Michael J. Tarpley

Assistant Secretary

CERTIFICATE OF DESIGNATIONS

6.875% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES K

CITIGROUP INC.

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pursuant to Section 151 of the

General Corporation Law of the State of Delaware

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Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that:

3. Pursuant to the authority conferred upon a preferred stock committee (the “Preferred Stock Committee”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on October 24, 2013, adopted resolutions (i) authorizing the issuance and sale of up to 59,800 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 6.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series K (the “Series K Preferred Stock”) establishing the number of shares to be included in this Series K Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series K Preferred Stock and the qualifications, limitations or restrictions thereof as follows:

Section 1. Designation.

The designation of the series of preferred stock shall be “6.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series K” (the “Series K Preferred Stock”). Each share of Series K Preferred Stock shall be identical in all respects to every other share of Series K Preferred Stock.

Section 2. Number of Shares.

The number of authorized shares of Series K Preferred Stock shall be 59,800. That number from time to time may be increased (but not in excess of the total number of authorized shares of preferred stock) or decreased (but not below the number of shares of Series K Preferred Stock then outstanding) by further resolution duly adopted by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof and by the filing of a certificate pursuant to the provisions of the General Corporation Law of the State of Delaware stating that such increase or reduction, as the case may be, has been so authorized. The Company shall have the authority to issue fractional shares of Series K Preferred Stock.

Section 3. Definitions. As used herein with respect to Series K Preferred Stock:

“Board of Directors” has the meaning set forth in the recitals above.

“Calculation Agent” means the Transfer Agent acting in its capacity as calculation agent for the Series K Preferred Stock, and its successors and assigns.

“Depositary” means DTC or its nominee or any successor depositary appointed by the Company.

“Dividend Payment Date” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Period” shall have the meaning set forth in Section 4(a) hereof.

“Dividend Record Date” shall have the meaning set forth in Section 4(a) hereof.

“DTC” means The Depository Trust Company.

“Holder” means the Person in whose name the shares of the Series K Preferred Stock are registered, which may be treated by the Company, Calculation Agent, Transfer Agent, Registrar and paying agent as the absolute owner of the shares of Series K Preferred Stock for the purpose of making payment and for all other purposes.

“Junior Stock” means the Common Stock and any other class or series of stock of the

Company now existing or hereafter authorized over which Series K Preferred Stock has