# Citigroup (C) 10-Q SEC filing - Q3 FY2024 - Filed: Nov 7, 2024 - Fiscal quarter: Q3 FY2024 - Calendar quarter: Q3 2024 - Accession: 0000831001-24-000134 - OpenCapital page: https://www.opencapital.sh/filings/0000831001-24-000134 - Markdown URL: https://www.opencapital.sh/filings/0000831001-24-000134.md - Official SEC filing index: https://www.sec.gov/Archives/edgar/data/831001/0000831001-24-000134-index.htm ## Filing documents - [10-Q (c-20240930.htm)](https://www.sec.gov/Archives/edgar/data/831001/000083100124000134/c-20240930.htm) - [EX-3.1 (citi-exh31x9302024.htm)](https://www.sec.gov/Archives/edgar/data/831001/000083100124000134/citi-exh31x9302024.htm) - [EX-10.1 (citi-exh101x9302024.htm)](https://www.sec.gov/Archives/edgar/data/831001/000083100124000134/citi-exh101x9302024.htm) - [EX-10.2 (citi-exh102x9302024.htm)](https://www.sec.gov/Archives/edgar/data/831001/000083100124000134/citi-exh102x9302024.htm) - [EX-10.3 (citi-exh103x9302024.htm)](https://www.sec.gov/Archives/edgar/data/831001/000083100124000134/citi-exh103x9302024.htm) - [EX-22.01 (citi-exh2201x9302024.htm)](https://www.sec.gov/Archives/edgar/data/831001/000083100124000134/citi-exh2201x9302024.htm) - [EX-31.01 (citi-exh3101x9302024.htm)](https://www.sec.gov/Archives/edgar/data/831001/000083100124000134/citi-exh3101x9302024.htm) - [EX-31.02 (citi-exh3102x9302024.htm)](https://www.sec.gov/Archives/edgar/data/831001/000083100124000134/citi-exh3102x9302024.htm) - [EX-32.01 (citi-exh3201x9302024.htm)](https://www.sec.gov/Archives/edgar/data/831001/000083100124000134/citi-exh3201x9302024.htm) - [EX-99.01 (c-20240930_d2.htm)](https://www.sec.gov/Archives/edgar/data/831001/000083100124000134/c-20240930_d2.htm) --- ## 10-Q SEC source: [c-20240930.htm](https://www.sec.gov/Archives/edgar/data/831001/000083100124000134/c-20240930.htm) 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 September 30, 2024 OR ☐ 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.) | | 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, a smaller reporting company, 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. ☐     ### 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 September 30, 2024: 1,891,264,803 Available on the web at www.citigroup.com This page intentionally left blank. CITIGROUP’S THIRD QUARTER 2024—FORM 10-Q | | | | --- | --- | | OVERVIEW | 2 | | Citigroup Reportable Operating Segments | 3 | | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS | 4 | | Executive Summary | 4 | | Citi’s Multiyear Transformation | 7 | | Summary of Selected Financial Data | 8 | | Segment Revenues and Income (Loss) | 10 | | Select Balance Sheet Items by Segment | 11 | | Services | 12 | | Markets | 15 | | Banking | 18 | | U.S. Personal Banking | 21 | | Wealth | 23 | | All Other—Divestiture-Related Impacts (Reconciling Items) | 25 | | All Other—Managed Basis | 27 | | CAPITAL RESOURCES | 30 | | MANAGING GLOBAL RISK TABLE OF CONTENTS | 43 | | MANAGING GLOBAL RISK | 44 | | SIGNIFICANT ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES | 87 | | DISCLOSURE CONTROLS AND PROCEDURES | 92 | | DISCLOSURE PURSUANT TO SECTION 219 OF THE IRAN THREAT REDUCTION AND SYRIA HUMAN RIGHTS ACT | 92 | | FORWARD-LOOKING STATEMENTS | 93 | | FINANCIAL STATEMENTS AND NOTES TABLE OF CONTENTS | 97 | | CONSOLIDATED FINANCIAL STATEMENTS | 98 | | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) | 106 | | UNREGISTERED SALES OF EQUITY SECURITIES, REPURCHASES OF EQUITY SECURITIES AND DIVIDENDS | 219 | | OTHER INFORMATION | 219 | | EXHIBIT INDEX | 220 | | GLOSSARY OF TERMS AND ACRONYMS | 222 | 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, 2023 (referred to herein as Citi’s 2023 Form 10-K), Citigroup’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (First Quarter of 2024 Form 10-Q) and Citigroup’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (Second Quarter of 2024 Form 10-Q). Throughout this report, “Citigroup,” “Citi” and “the Company” refer to Citigroup Inc. and its consolidated subsidiaries. All “Note” references correspond to the Notes to the Consolidated Financial Statements herein, unless otherwise indicated. For a list of certain terms and acronyms used in this Quarterly Report on Form 10-Q and other Citigroup presentations, see “Glossary of Terms and Acronyms” at the end of this report. 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, current reports on Form 8-K 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 “SEC Filings” under the “Investors” tab. The SEC’s website also contains these filings and other information regarding Citi at www.sec.gov. Certain reclassifications have been made to the prior periods’ financial statements and disclosures to conform to the current period’s presentation, including certain reclassifications to align with Citi’s transformation and strategy, for all periods presented. Please see “Risk Factors” in Citi’s 2023 Form 10-K for a discussion of material risks and uncertainties that could impact Citigroup’s businesses, results of operations and financial condition. Non-GAAP Financial Measures Citi prepares its financial statements in accordance with U.S. generally accepted accounting principles (GAAP) and also presents certain non-GAAP financial measures (non-GAAP measures) that exclude certain items or otherwise include components that differ from the most directly comparable measures calculated in accordance with U.S. GAAP. Citi believes the presentation of these non-GAAP measures provides a meaningful depiction of the underlying fundamentals of period-to-period operating results for investors, industry analysts and others, including increased transparency and clarity into Citi’s results, and improved visibility into management decisions and their impacts on operational performance; enables better comparison to peer companies; and allows Citi to provide a long-term strategic view of its businesses and results going forward. These non-GAAP measures are not intended as a substitute for GAAP financial measures and may not be defined or calculated the same way as non-GAAP measures with similar names used by other companies. Citi’s non-GAAP financial measures in this Form 10-Q include: - Revenues excluding divestiture-related impacts - Expenses excluding the Federal Deposit Insurance Corporation (FDIC) special assessment and divestiture-related impacts - All Other (managed basis), which excludes divestiture-related impacts - Tangible common equity (TCE), return on tangible common equity (RoTCE) and tangible book value per share (TBVPS) - Banking and Corporate Lending revenues excluding gain (loss) on loan hedges - Services non-interest revenue excluding the impact of the Argentine peso devaluation - Non-Markets net interest income Citi’s results excluding divestiture-related impacts exclude items that are incurred and recognized, which are wholly and necessarily a consequence of actions taken to sell (including through a public offering), dispose of or wind down business activities associated with Citi’s previously announced exit markets within All Other—Legacy Franchises. Citi’s Chief Executive Officer, its chief operating decision maker, regularly reviews financial information for All Other on a managed basis that excludes these divestiture-related impacts. For more information on Citi’s results excluding divestiture-related impacts, see “Executive Summary” and “All Other—Divestiture-Related Impacts (Reconciling Items)” below. For more information on TCE, RoTCE and TBVPS, see “Capital Resources—Tangible Common Equity, Book Value Per Share, Tangible Book Value Per Share and Return on Equity” below. For more information on Services non-interest revenues excluding the impact of the Argentine peso devaluation, see “Executive Summary” and “Services” below. For more information on Banking and Corporate Lending revenues excluding gains (losses) on loan hedges, see “Executive Summary” and “Banking” below. For more information on non-Markets net interest income, see “Market Risk—Non-Markets Net Interest Income” below. Citigroup is managed pursuant to five operating segments: Services, Markets, Banking, U.S. Personal Banking and Wealth. Activities not assigned to the operating segments are included in All Other. For additional information, see the results of operations for each of the operating segments within “Management’s Discussion and Analysis of Financial Condition and Results of Operations” below. Note: Mexico is included in LATAM within International. (1) Within International, Citi is organized into six clusters: United Kingdom; Japan, Asia North and Australia (JANA); Latin America (LATAM); Asia South; Europe; and Middle East and Africa (MEA). Although the chief operating decision maker (CODM) does not manage Citi’s reportable operating segments by cluster, Citi provides additional selected financial information (revenue and certain corporate credit metrics) below for the six clusters within International. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS EXECUTIVE SUMMARY Third Quarter of 2024—Continued Progress on Strategy Execution and Other Priorities As described further throughout this Executive Summary, during the third quarter of 2024: - Citi’s revenues increased 1% versus the prior-year period on a reported basis. Excluding divestiture-related impacts, which included an approximate $400 million gain from the sale of the Taiwan consumer banking business in the prior-year period, revenues increased 3%, driven by growth across all reportable operating segments, partially offset by a decline in revenues in All Other (managed basis). - Citi’s expenses decreased 2% versus the prior-year period. Excluding divestiture-related impacts in both the current quarter and the prior-year period and a $56 million FDIC special assessment benefit in the current quarter, expenses decreased 1%. The decrease was primarily driven by savings associated with Citi’s organizational simplification and stranded cost reductions, partially offset by volume-related expenses and continued investments in Citi’s transformation and other risk and control initiatives. (See “Expenses” below.) - Citi’s cost of credit was approximately $2.7 billion versus $1.8 billion in the prior-year period. The increase was largely driven by higher cards net credit losses in Branded Cards and Retail Services in U.S. Personal Banking (USPB) and a higher allowance for credit losses (ACL) build. The higher cards net credit losses primarily reflected the continued maturation of multiple cards loan vintages originated in recent years, impacted by unprecedented levels of government stimulus during the pandemic. In addition, the higher ACL build was primarily driven by changes in portfolio composition in the corporate portfolio and an increase in transfer risk reserves associated with unremittable corporate dividends. - Citi returned $2.1 billion to common shareholders in the form of common dividends and share repurchases. - Citigroup’s Common Equity Tier 1 (CET1) Capital ratio under the Basel III Standardized Approach increased to 13.7% as of September 30, 2024, compared to 13.6% as of September 30, 2023 (see “Capital Resources” below). This compares to Citigroup’s required regulatory CET1 Capital ratio of 12.3% as of September 30, 2024 and 12.0% as of September 30, 2023 under the Basel III Standardized Approach. Effective October 1, 2024, Citigroup’s required regulatory CET1 Capital ratio decreased to 12.1% from 12.3% under the Standardized Approach, reflecting the decrease in the Stress Capital Buffer (SCB) requirement to 4.1% from 4.3% (see “Capital Resources—Stress Capital Buffer” below). - Citi also continued to make progress with the separation of its consumer banking and small business and middle-market banking operations in Mexico in preparation for a planned initial public offering and wind-downs of the Korea and China consumer banking businesses and the Russia consumer, local commercial and institutional businesses. Third Quarter of 2024 Results Summary Citigroup Citigroup reported net income of $3.2 billion, or $1.51 per share, compared to net income of $3.5 billion, or $1.63 per share in the prior-year period. Net income decreased 9% versus the prior-year period, driven by the higher cost of credit, partially offset by the higher revenue and the lower expenses. Citigroup’s effective tax rate in the current quarter was approximately 25%, relatively unchanged from the prior-year period. Average diluted shares outstanding decreased 1%. Citigroup revenues of $20.3 billion increased 1% versus the prior-year period, on a reported basis. Excluding the divestiture-related impacts in both periods, revenues of $20.3 billion increased 3%, driven by growth across all reportable operating segments, partially offset by a decline in All Other (managed basis). (For additional information on the divestiture-related impacts, see “All Other—Divestiture-Related Impacts (Reconciling Items)” below.) (As used throughout this Form 10-Q, Citi’s results of operations and financial condition excluding divestiture-related impacts are non-GAAP financial measures.) Services revenues were primarily driven by higher non-interest revenues in Securities Services and Treasury and Trade Solutions (TTS). Markets revenues were largely driven by strength in Equity Markets, while Banking revenues largely reflected growth in Investment Banking. USPB revenues benefited from loan growth in cards, as well as lower partner payments, and Wealth revenues were primarily driven by higher investment fee revenue. Citigroup’s end-of-period loans were $689 billion, up 3% versus the prior-year period, largely reflecting loan growth in cards in USPB and higher loans in Markets and Services. Citigroup’s end-of-period deposits were approximately $1.3 trillion, up 3% versus the prior-year period, largely due to an increase in Services, driven by the continued deepening of client relationships and operating deposit growth in both TTS and Securities Services. For additional information about Citi’s deposits by business, including drivers and deposit trends, see each applicable business’s results of operations and “Liquidity Risk—Deposits” below. Expenses Citigroup’s operating expenses of $13.3 billion decreased 2% from the prior-year period. Expenses in the third quarter of 2024 included divestiture-related impacts of $67 million (compared to $114 million in the prior-year period). Excluding divestiture-related impacts in both periods and a $56 million FDIC special assessment benefit in the current quarter, expenses decreased 1%, driven by savings associated with Citi’s organizational simplification and stranded cost reductions, partially offset by volume-related expenses and continued investments in the transformation and other risk and control initiatives. Citi’s transformation initiatives will continue to entail significant investments during the remainder of 2024 and beyond. For more information about Citi’s transformation, see “Citi’s Multiyear Transformation” below. (As used throughout this Form 10-Q, Citi’s results of operations and financial condition excluding divestiture-related impacts and the incremental FDIC special assessment benefit are non-GAAP financial measures.) Cost of Credit Citi’s total provisions for credit losses and for benefits and claims was a cost of $2.7 billion, compared to $1.8 billion in the prior-year period. The increase was primarily driven by higher net credit losses in Branded Cards and Retail Services in USPB and a higher ACL build. The higher cards net credit losses primarily reflected continued maturation of multiple cards loan vintages originated in recent years, impacted by unprecedented levels of government stimulus during the pandemic. In addition, the increase was due to macroeconomic pressures related to the elevated inflationary and interest rate environment impacting both cards portfolios, with lower FICO band customers primarily driving the increase. The increase in the net ACL build was due to changes in portfolio composition in the corporate portfolio, an increase in transfer risk reserves associated with unremittable corporate dividends and loan growth in the consumer portfolio. For additional information on Citi’s ACL, see “Significant Accounting Policies and Significant Estimates—Citi’s Allowance for Credit Losses (ACL)” below. Net credit losses of $2.2 billion increased 33% from the prior-year period. Consumer net credit losses of $2.1 billion increased 33%, largely reflecting the higher cards net credit losses. Corporate net credit losses increased to $74 million from $58 million. Citi continues to expect elevated consumer net credit losses in the fourth quarter of 2024. For additional information on Citi’s consumer and corporate credit costs, see each respective business’s results of operations and “Credit Risk” below. Capital Citigroup’s CET1 Capital ratio was 13.7% as of September 30, 2024, compared to 13.6% as of September 30, 2023, based on the Basel III Standardized Approach for determining risk-weighted assets (RWA). The increase was primarily driven by the net income and unrealized gains on available-for-sale securities recognized in Accumulated other comprehensive income (AOCI), partially offset by the payment of common and preferred dividends, common share repurchases and an increase in RWA. In the third quarter of 2024, Citi paid approximately $1.1 billion of common dividends and repurchased approximately $1.0 billion of common shares (see “Unregistered Sales of Equity Securities, Repurchases of Equity Securities and Dividends” below). Citi will continue to determine the level of common share repurchases on a quarter-by-quarter basis given the uncertainty regarding future regulatory capital requirements. For additional information on capital-related risks, trends and uncertainties, see “Capital Resources—Regulatory Capital Standards and Developments” below and “Risk Factors—Strategic Risks,” “—Operational Risks” and “—Compliance Risks” in Citi’s 2023 Form 10-K. Citigroup’s Supplementary Leverage ratio as of September 30, 2024 was 5.8%, compared to 6.0% as of September 30, 2023. The decrease was driven by an increase in Total Leverage Exposure and a decrease in Tier 1 Capital. For additional information on Citi’s capital ratios and related components, see “Capital Resources” below. Services Services net income of $1.7 billion increased 23% from the prior-year period, driven by higher revenues, partially offset by higher expenses and higher cost of credit. Services expenses of $2.6 billion increased 3%, primarily driven by continued investments in technology, other risk and controls, and product innovation. Cost of credit was $127 million, compared to $95 million in the prior-year period. The current-quarter ACL build was primarily due to an increase in transfer risk associated with unremittable corporate dividends outside of the U.S. being held on behalf of clients, driven by safety and soundness considerations under U.S. banking law. Services revenues of $5.0 billion increased 8%, primarily reflecting continued momentum across Securities Services and TTS. Non-interest revenue increased 33%, driven by a smaller impact from currency devaluation in Argentina, as well as continued strength across underlying fee drivers. Excluding the impact of the Argentine peso devaluation (approximately $42 million in the current quarter and approximately $273 million in the prior-year period), non-interest revenue increased 11%. Net interest income was largely unchanged, as the benefit of higher deposit volumes was offset by a decline in interest rates in Argentina. (As used throughout this Form 10-Q, Services non-interest revenue excluding the impact of the Argentine peso devaluation is a non-GAAP financial measure.) TTS revenues of $3.6 billion increased 4% from the prior-year period. TTS non-interest revenue increased 41%, primarily driven by the smaller impact from currency devaluation in Argentina, an increase in cross-border transaction value of 8%, an increase in U.S. dollar clearing volume of 7% and an increase in commercial card spend volume of 8%. The increase in non-interest revenue was partially offset by a 5% decline in net interest income, driven by the decline in interest rates in Argentina, partially offset by higher deposit volumes. Securities Services revenues of $1.4 billion increased 24%, largely driven by a 23% increase in net interest income, primarily driven by higher deposit spreads and volumes, and a 24% increase in non-interest revenue. The increase in non-interest revenue was primarily driven by higher fees due to a 22% increase in AUC/AUA balances, benefiting from new client onboarding, deepening relationships with existing clients and higher market valuations. For additional information about Citi’s exposure in Argentina, see “Managing Global Risk—Other Risk—Country Risk—Argentina” below. For additional information on the results of operations of Services in the third quarter of 2024, see “Services” below. Markets Markets net income of $1.1 billion increased 2% from the prior-year period, driven by higher revenues and lower cost of credit, partially offset by higher expenses. Markets expenses of $3.3 billion increased 1%, primarily due to higher volume-related expenses. Cost of credit was $141 million versus $162 million in the prior-year period. The current-quarter net ACL build was primarily driven by changes in portfolio composition in spread products. Markets revenues of $4.8 billion increased 1%, driven by growth in Equity Markets, up 32%, partially offset by a 6% decline in Fixed Income Markets. Equity Markets benefited from growth in prime services and higher volatility in equity derivatives, as well as higher cash equity volumes. The decline in Fixed Income Markets largely reflected a decline in rates and currencies revenues, partially offset by higher revenues in spread products and other fixed income. Rates and currencies revenues decreased 10%, reflecting a strong prior-year performance. Spread products and other fixed income revenues increased 5%, driven by growth in asset-backed financing, securitization activity and underwriting fees, partially offset by lower commodities revenue on lower gas volatility. For additional information on the results of operations of Markets in the third quarter of 2024, see “Markets” below. Banking Banking net income was $238 million, compared to net income of $156 million in the prior-year period, driven by higher revenues and lower expenses, partially offset by higher cost of credit. Banking expenses of $1.1 billion decreased 9%, primarily driven by benefits from prior repositioning actions. Cost of credit was $177 million, versus a benefit of $56 million in the prior-year period, driven by a net ACL build due to changes in portfolio composition. Banking revenues of $1.6 billion increased 16%, primarily driven by growth in Investment Banking. Investment Banking revenues increased 31%, reflecting strength in Debt Capital Markets (DCM), which benefited from strong issuance activity in the quarter, an increase in Advisory due to strong announced deal volume from earlier this year coming to fruition as those deals close and an increase in Equity Capital Markets (ECM) reflecting stronger follow-on activity, partially offset by less initial public offering (IPO) activity amid market volatility mid quarter. Corporate Lending revenues were largely unchanged, including the impact of the gain (loss) on loan hedges. Excluding the gain (loss) on loan hedges, Corporate Lending revenues increased 5%, largely driven by a smaller impact from currency devaluation in Argentina. (As used throughout this Form 10-Q, Citi’s results of operations and financial condition excluding the impact of the gains (losses) on loan hedges are non-GAAP financial measures.) For additional information on the results of operations of Banking in the third quarter of 2024, see “Banking” below. U.S. Personal Banking USPB net income of $522 million decreased 31% from the prior-year period, driven by higher cost of credit, partially offset by higher revenues and lower expenses. USPB expenses of $2.5 billion decreased 1%, driven by continued productivity savings, partially offset by higher volume-related expenses. Cost of credit increased to $1.9 billion, compared to $1.5 billion in the prior-year period, driven by higher net credit losses, partially offset by a lower net ACL build. Net credit losses increased 39%, primarily reflecting the continued maturation of multiple cards loan vintages originated in recent years, impacted by unprecedented levels of government stimulus during the pandemic. In addition, the increase was due to macroeconomic pressures related to the elevated inflationary and interest rate environment impacting both cards portfolios, with lower FICO band customers primarily driving the increase. The ACL build of $45 million was primarily driven by loan growth. USPB revenues of $5.0 billion increased 3%, driven by an increase in net interest income due to loan growth in cards, and higher non-interest revenue due to lower partner payments. Branded Cards revenues of $2.7 billion increased 8%, driven by interest-earning balance growth of 8%, as payment rates continued to moderate, and card spend volume growth of 3%. Retail Services revenues of $1.7 billion decreased 1%, primarily driven by a slowing growth rate in interest-earning balances and higher reversals of interest from net credit losses. Retail Banking revenues of $599 million decreased 8%, primarily driven by the impact of the transfers of certain relationships and the associated deposits to Wealth. For additional information on the results of operations of USPB in the third quarter of 2024, see “U.S. Personal Banking” below. Wealth Wealth net income was $283 million, versus $132 million in the prior-year period, reflecting higher revenues and lower expenses, partially offset by higher cost of credit. Wealth expenses decreased 4% to $1.6 billion, primarily driven by benefits from prior repositioning and restructuring actions. Cost of credit was $33 million, compared to a benefit of $2 million in the prior-year period, largely due to an ACL build for loans, compared to a release in the prior-year period. Wealth revenues of $2.0 billion increased 9%, driven by a 15% increase in non-interest revenue, reflecting higher investment fee revenues on momentum in client investment assets, as well as a 6% increase in net interest income due to higher deposit volumes and spreads. Private Bank revenues of $614 million were largely unchanged from the prior-year period. Wealth at Work revenues of $244 million increased 4%, driven by improved deposit spreads and higher investment fee revenues, partially offset by higher mortgage funding costs. Citigold revenues of $1.1 billion increased 17%, driven by higher investment fee revenues and higher deposit volumes. For additional information on the results of operations of Wealth in the third quarter of 2024, see “Wealth” below. All Other (Managed Basis) All Other (managed basis) net loss was $483 million, compared to a net loss of $101 million in the prior-year period, driven by lower revenues and higher cost of credit, partially offset by lower expenses. All Other (managed basis) expenses of $2.1 billion decreased 5%, primarily driven by lower expenses from the closed exits and wind-downs, partially offset by a legal reserve. Cost of credit of $289 million increased 45%, largely reflecting a net ACL build driven by Mexico Consumer, compared to an ACL release in the prior-year period. All Other (managed basis) revenues decreased 18% from the prior-year period, primarily driven by lower revenues in Corporate/Other and Legacy Franchises (managed basis). Legacy Franchises (managed basis) revenues were $1.7 billion, a decline of 6% from the prior-year period, largely driven by lower revenues in Asia Consumer (managed basis) due to the closed exits and wind-downs. Corporate/Other revenues decreased to $86 million, from $397 million in the prior-year period, largely driven by margin compression on mortgage securities in the investment portfolio that have extended. For additional information on the results of operations of All Other (managed basis) in the third quarter of 2024, see “All Other—Divestiture-Related Impacts (Reconciling Items)” and “All Other (Managed Basis)” below. Macroeconomic and Other Risks and Uncertainties Various geopolitical, macroeconomic and regulatory challenges and uncertainties continue to pose risks to economic conditions in the U.S. and globally, including, among others, potential policy and other changes resulting from the incoming U.S. administration and Congress, central bank interest rate policies, unemployment levels, economic growth rates, conflicts in the Middle East, economic conditions and tensions involving China and the Russia–Ukraine war. These and other factors could negatively impact global economic growth rates, result in disruptions and volatility in financial markets and cause a recession in various regions and countries globally. These and other factors could also adversely affect Citi’s customers, clients, businesses, funding costs, cost of credit and overall results of operations and financial condition during the remainder of 2024. For a further discussion of trends, uncertainties and risks that will or could impact Citi’s businesses, results of operations, capital and other financial conditions during the remainder of 2024, see “Third Quarter of 2024 Results Summary” above and each respective business’s results of operations, “Managing Global Risk,” including “Managing Global Risk—Other Risks—Country Risk—Russia” and “—Argentina,” and “Forward-Looking Statements” below and “Risk Factors” in Citi’s 2023 Form 10-K. CITI’S MULTIYEAR TRANSFORMATION As previously disclosed, Citi’s transformation, including the remediation of its 2020 consent orders with the Board of Governors of the Federal Reserve System (FRB) and Office of the Comptroller of the Currency (OCC) and the amendment to the 2020 OCC consent order, is a multiyear endeavor that is not linear. Citi is modernizing and simplifying the Company in order to lead in a dynamic, competitive and digital world. Citi’s transformation is addressing decades of underinvestment in its infrastructure, going beyond remedying regulatory concerns to intentionally transform how the organization operates, and making investments that not only support current needs, but also benefit the Company over the long term. For additional information on Citi’s transformation, including focus areas and status, consent order compliance, governance and transformation bonus program, see “Citi’s Multiyear Transformation” in Citi’s Second Quarter of 2024 Form 10-Q. Transformation efforts of this scale involve significant complexities and uncertainties, including ongoing regulatory challenges and risks. Citi’s transformation initiatives will take several years to complete, and, as previously disclosed, Citi may continue to experience significant challenges in satisfying the regulators’ expectations in both sufficiency and timing. For additional information about regulatory risks related to Citi’s transformation initiatives, see “Risk Factors—Compliance Risks” in Citi’s 2023 Annual Report on Form 10-K. The transformation’s target outcomes remain focused on changing Citi’s business and operating models such that they simultaneously (i) strengthen controls, enhance data quality, reduce risk and improve Citi’s regulatory compliance and its culture, and (ii) enhance Citi’s value to customers, clients and shareholders. Examples of Citi’s transformation progress through the third quarter of 2024 include: - Closed the 2013 consent order with the FRB related to anti-money laundering and Bank Secrecy Act deficiencies - Retired approximately 450 legacy applications through third-quarter 2024 year-to-date, and over 1,250 since 2022, as Citi continued to modernize its technology infrastructure - Launched a strategic operations capacity planning tool, which is assisting Citi to streamline and replace various systems and forecast resources needed for expected processing volumes - Continued implementation of a strategic loan servicing platform, with live transactions on the platform increasing to approximately $25 billion in notional value - Reduced data center consumption through migration of workload to a private cloud and streamlined and reduced the time involved in the cloud onboarding process from over seven weeks to two weeks - Upgraded 100% of Citi’s over 2,300 ATMs in North America, Singapore, Hong Kong and the UAE to next-generation software for better customer security and monitoring ### RESULTS OF OPERATIONS ### SUMMARY OF SELECTED FINANCIAL DATA Citigroup Inc. and Consolidated Subsidiaries | In millions of dollars, except per share amounts | Third Quarter / 2024 | Third Quarter / 2023 | % Change | Nine Months / 2024 | Nine Months / 2023 | % Change | | --- | --- | --- | --- | --- | --- | --- | | Net interest income | $13,362 | $13,828 | (3)% | $40,362 | $41,076 | (2)% | | Non-interest revenue | 6,953 | 6,311 | 10 | 21,196 | 19,946 | 6 | | Revenues, net of interest expense | $20,315 | $20,139 | 1% | $61,558 | $61,022 | 1% | | Operating expenses | 13,250 | 13,511 | (2) | 40,798 | 40,370 | 1 | | Provisions for credit losses and for benefits and claims | 2,675 | 1,840 | 45 | 7,516 | 5,639 | 33 | | Income from continuing operations before income taxes | $4,390 | $4,788 | (8)% | $13,244 | $15,013 | (12)% | | Income taxes | 1,116 | 1,203 | (7) | 3,299 | 3,824 | (14) | | Income from continuing operations | $3,274 | $3,585 | (9)% | $9,945 | $11,189 | (11)% | | Income (loss) from discontinued operations, net of taxes | (1) | 2 | NM | (2) | — | — | | Net income before attribution of noncontrolling interests | $3,273 | $3,587 | (9)% | $9,943 | $11,189 | (11)% | | Net income attributable to noncontrolling interests | 35 | 41 | (15) | 117 | 122 | (4) | | Citigroup’s net income | $3,238 | $3,546 | (9)% | $9,826 | $11,067 | (11)% | | Earnings per share | | | | | | | | Basic | | | | | | | | Income from continuing operations | $1.53 | $1.64 | (7)% | $4.67 | $5.19 | (10)% | | Net income | 1.53 | 1.64 | (7) | 4.67 | 5.19 | (10) | | Diluted | | | | | | | | Income from continuing operations | $1.51 | $1.63 | (7)% | $4.61 | $5.14 | (10)% | | Net income | 1.51 | 1.63 | (7) | 4.61 | 5.14 | (10) | | Dividends declared per common share | 0.56 | 0.53 | 6 | 1.62 | 1.55 | 5 | | Common dividends | $1,089 | $1,038 | 5% | $3,143 | $3,042 | 3% | | Preferred dividends | 277 | 333 | (17) | 798 | 898 | (11) | | Common share repurchases | 1,000 | 500 | NM | 1,500 | 1,500 | — | Table continues on the next page, including footnotes. SUMMARY OF SELECTED FINANCIAL DATA (Continued) Citigroup Inc. and Consolidated Subsidiaries | In millions of dollars, except per share amounts, ratios and direct staff / At September 30: | Third Quarter / 2024 | Third Quarter / 2023 | % Change | Nine Months / 2024 | Nine Months / 2023 | % Change | | --- | --- | --- | --- | --- | --- | --- | | Total assets | $2,430,663 | $2,368,477 | 3% | | | | | Total deposits | 1,309,999 | 1,273,506 | 3 | | | | | Long-term debt | 299,081 | 275,760 | 8 | | | | | Citigroup common stockholders’ equity | 192,733 | 190,008 | 1 | | | | | Total Citigroup stockholders’ equity | 209,083 | 209,503 | — | | | | | Average assets | 2,492,080 | 2,413,779 | 3 | $2,466,302 | $2,447,212 | 1% | | Direct staff (in thousands) | 229 | 240 | (5)% | | | | | Performance metrics | | | | | | | | Return on average assets | 0.52% | 0.58% | | 0.53% | 0.60% | | | Return on average common stockholders’ equity(1) | 6.2 | 6.7 | | 6.4 | 7.3 | | | Return on average total stockholders’ equity(1) | 6.2 | 6.7 | | 6.3 | 7.1 | | | Return on tangible common equity (RoTCE)(2) | 7.0 | 7.7 | | 7.2 | 8.3 | | | Efficiency ratio (total operating expenses/total revenues, net) | 65.2 | 67.1 | | 66.3 | 66.2 | | | Basel III ratios | | | | | | | | CET1 Capital(3) | 13.71% | 13.59% | | | | | | Tier 1 Capital(3) | 15.24 | 15.40 | | | | | | Total Capital(3) | 15.21 | 15.78 | | | | | | Supplementary Leverage ratio | 5.85 | 6.04 | | | | | | Citigroup common stockholders’ equity to assets | 7.93% | 8.02% | | | | | | Total Citigroup stockholders’ equity to assets | 8.60 | 8.85 | | | | | | Dividend payout ratio(4) | 37 | 33 | | 35% | 30% | | | Total payout ratio(5) | 71 | 48 | | 51 | 45 | | | Book value per common share | $101.91 | $99.28 | 3% | | | | | Tangible book value per share (TBVPS)(2) | 89.67 | 86.90 | 3 | | | | (1) 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. (2) RoTCE and TBVPS are non-GAAP financial measures. For information on RoTCE and TBVPS, see “Capital Resources—Tangible Common Equity, Book Value Per Share, Tangible Book Value Per Share and Return on Equity” below. (3) Citi’s binding CET1 Capital and Tier 1 Capital ratios were derived under the Basel III Standardized Approach, whereas Citi’s binding Total Capital ratio was derived under the Basel III Advanced Approaches framework for both periods presented. As of September 30, 2024, the Total Capital ratio under the Basel III Advanced Approaches framework became the most binding ratio. In prior quarters, the Common Equity Tier 1 Capital ratio under the Basel III Standardized Approach was the most binding ratio. (4) Dividends declared per common share as a percentage of net income per diluted share. (5) Total common dividends declared plus common share repurchases as a percentage of net income available to common shareholders (Net income less preferred dividends). See “Consolidated Statement of Changes in Stockholders’ Equity,” Note 10 and “Equity Security Repurchases” below for the component details. NM Not meaningful SEGMENT REVENUES AND INCOME (LOSS) REVENUES | In millions of dollars | Third Quarter / 2024 | Third Quarter / 2023 | % Change | Nine Months / 2024 | Nine Months / 2023 | % Change | | --- | --- | --- | --- | --- | --- | --- | | Services | $5,028 | $4,636 | 8% | $14,474 | $13,585 | 7% | | Markets | 4,817 | 4,748 | 1 | 15,260 | 15,283 | — | | Banking | 1,597 | 1,373 | 16 | 4,960 | 3,737 | 33 | | USPB | 5,045 | 4,917 | 3 | 15,142 | 14,247 | 6 | | Wealth | 2,002 | 1,831 | 9 | 5,509 | 5,357 | 3 | | All Other—managed basis(1) | 1,825 | 2,238 | (18) | 6,191 | 7,405 | (16) | | All Other—divestiture-related impacts (Reconciling Items)(1) | 1 | 396 | (100) | 22 | 1,408 | (98) | | Total Citigroup net revenues | $20,315 | $20,139 | 1% | $61,558 | $61,022 | 1% | INCOME | In millions of dollars | Third Quarter / 2024 | Third Quarter / 2023 | % Change | Nine Months / 2024 | Nine Months / 2023 | % Change | | --- | --- | --- | --- | --- | --- | --- | | Income (loss) from continuing operations | | | | | | | | Services | $1,683 | $1,355 | 24% | $4,696 | $3,894 | 21% | | Markets | 1,089 | 1,065 | 2 | 3,979 | 4,066 | (2) | | Banking | 236 | 157 | 50 | 1,172 | 265 | NM | | USPB | 522 | 756 | (31) | 990 | 1,619 | (39) | | Wealth | 283 | 132 | NM | 668 | 398 | 68 | | All Other—managed basis(1) | (494) | (94) | NM | (1,389) | 177 | NM | | All Other—divestiture-related impacts (Reconciling Items)(1) | (45) | 214 | NM | (171) | 770 | NM | | Income from continuing operations | $3,274 | $3,585 | (9)% | $9,945 | $11,189 | (11)% | | Discontinued operations | $(1) | $2 | NM | $(2) | — | — | | Less: Net income attributable to noncontrolling interests | 35 | 41 | (15)% | 117 | 122 | (4) | | Citigroup’s net income | $3,238 | $3,546 | (9)% | $9,826 | $11,067 | (11)% | (1) All Other (managed basis) excludes divestiture-related impacts (Reconciling Items) related to (i) Citi’s divestitures of its Asia Consumer businesses and (ii) the planned IPO of Mexico consumer banking and small business and middle-market banking within Legacy Franchises. The Reconciling Items are fully reflected in the various line items in Citi’s Consolidated Statement of Income. See “All Other—Divestiture-Related Impacts (Reconciling Items)” below. NM Not meaningful SELECT BALANCE SHEET ITEMS BY SEGMENT(1)—SEPTEMBER 30, 2024 | In millions of dollars | Services | Markets | Banking | USPB | Wealth | All Otherandconsolidatingeliminations(2) | Citigroupparent company-issued long-termdebt(3) | Total Citigroupconsolidated | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Cash and deposits with banks, net of allowance | $14,002 | $90,727 | $340 | $3,208 | $1,837 | $192,980 | — | $303,094 | | Securities borrowed and purchased under agreements to resell, net of allowance | 7,032 | 278,165 | 1 | — | 350 | 380 | — | 285,928 | | Trading account assets | 77 | 446,184 | 623 | 266 | 1,049 | 9,873 | — | 458,072 | | Investments, net of allowance | 638 | 132,337 | 1,237 | — | 3 | 356,456 | — | 490,671 | | Loans, net of unearned income and allowance for credit losses on loans | 88,376 | 119,166 | 83,372 | 199,221 | 150,466 | 29,965 | — | 670,566 | | Deposits | $825,694 | $13,391 | $546 | $85,149 | $316,251 | $68,968 | — | $1,309,999 | | Securities loaned and sold under agreements to repurchase | 804 | 275,084 | 123 | — | 153 | 2,213 | — | 278,377 | | Trading account liabilities | 22 | 141,665 | 18 | 121 | 308 | 400 | — | 142,534 | | Short-term borrowings | 208 | 36,877 | 1 | — | 1 | 4,253 | — | 41,340 | | Long-term debt(3) | — | 96,437 | — | — | 406 | 31,589 | 170,649 | 299,081 | (1) The information presented in the table above reflects select GAAP balance sheet items by reportable segment and component. This table does not include intersegment funding. (2) Consolidating eliminations for total Citigroup and Citigroup parent company items are recorded within All Other. (3) The majority of long-term debt of Citigroup is reflected on the Citigroup parent company balance sheet (see Notes 18 and 28). Citigroup allocates stockholders’ equity and long-term debt to its businesses. SERVICES Services includes Treasury and Trade Solutions (TTS) and Securities Services. TTS provides an integrated suite of tailored cash management, trade and working capital solutions to multinational corporations, financial institutions and public sector organizations. Securities Services provides cross-border support for clients, including on-the-ground local market expertise, post-trade technologies, customized data solutions and a wide range of securities services solutions that can be tailored to meet clients’ needs. Services revenue is generated primarily from spreads and fees associated with these activities. Services earns spread revenue through generating deposits, as well as interest on loans. Revenue generated from these activities is primarily recorded in Net interest income. Fee income is earned for assisting clients with transactional services and clearing. Revenue generated from these activities is recorded in Commissions and fees. Revenue is also generated from assets under custody and administration and is recognized when the associated service is satisfied, which normally occurs at the point in time the service is requested by the client and provided by Citi. Revenue generated from these activities is primarily recorded in Administration and other fiduciary fees. For additional information on these various types of revenues, see Note 5. Services revenues also include revenues earned by Citi that are subject to a revenue sharing arrangement with Banking—Corporate Lending for Investment Banking, Markets and Services products sold to Corporate Lending clients. At September 30, 2024, Services had $608 billion in assets and $826 billion in deposits. Securities Services managed $26.3 trillion in assets under custody and administration, of which Citi provided both custody and administrative services to certain clients related to $2.1 trillion of such assets. | In millions of dollars, except as otherwise noted | Third Quarter / 2024 | Third Quarter / 2023 | % Change | Nine Months / 2024 | Nine Months / 2023 | % Change | | --- | --- | --- | --- | --- | --- | --- | | Net interest income (including dividends) | $3,435 | $3,440 | — | $9,977 | $9,809 | 2% | | Fee revenue | | | | | | | | Commissions and fees | 847 | 782 | 8 | 2,511 | 2,310 | 9 | | Fiduciary and administrative, and other | 701 | 630 | 11 | 2,081 | 1,895 | 10 | | Total fee revenue | $1,548 | $1,412 | 10% | $4,592 | $4,205 | 9% | | Principal transactions | 266 | 267 | — | 696 | 735 | (5) | | All other(1) | (221) | (483) | 54 | (791) | (1,164) | 32 | | Total non-interest revenue | $1,593 | $1,196 | 33% | $4,497 | $3,776 | 19% | | Total revenues, net of interest expense | $5,028 | $4,636 | 8% | $14,474 | $13,585 | 7% | | Total operating expenses | $2,588 | $2,520 | 3% | $7,988 | $7,435 | 7% | | Net credit losses on loans | 14 | 27 | (48) | 20 | 46 | (57) | | Credit reserve build (release) for loans | 7 | 6 | 17 | (59) | (80) | 26 | | Provision for credit losses on unfunded lending commitments | 7 | 23 | (70) | 21 | 4 | NM | | Provisions for credit losses on other assets and HTM debt securities | 99 | 39 | NM | 182 | 334 | (46) | | Provision (release) for credit losses | $127 | $95 | 34% | $164 | $304 | (46)% | | Income from continuing operations before taxes | $2,313 | $2,021 | 14% | $6,322 | $5,846 | 8% | | Income taxes | 630 | 666 | (5) | 1,626 | 1,952 | (17) | | Income from continuing operations | $1,683 | $1,355 | 24% | $4,696 | $3,894 | 21% | | Noncontrolling interests | 32 | 16 | 100 | 84 | 45 | 87 | | Net income | $1,651 | $1,339 | 23% | $4,612 | $3,849 | 20% | | Balance Sheet data (in billions of dollars) | | | | | | | | EOP assets | $608 | $552 | 10% | | | | | Average assets | 591 | 566 | 4 | $582 | $583 | — | | Efficiency ratio | 51% | 54% | | 55% | 55% | | | Revenue by component | | | | | | | | Net interest income | $2,731 | $2,868 | (5)% | $8,083 | $8,198 | (1)% | | Non-interest revenue | 909 | 645 | 41 | 2,504 | 2,074 | 21 | | Treasury and Trade Solutions (TTS) | $3,640 | $3,513 | 4% | $10,587 | $10,272 | 3% | | Net interest income | $704 | $572 | 23% | $1,894 | $1,611 | 18% | | Non-interest revenue | 684 | 551 | 24 | 1,993 | 1,702 | 17 | | Securities Services | $1,388 | $1,123 | 24% | $3,887 | $3,313 | 17% | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Total Services | $ | $5,028 | $ | $4,636 | 8% | $ | $14,474 | $ | $13,585 | 7% | | Revenue by geography | | | | | | | | | | | | North America | $ | $1,367 | $ | $1,333 | 3% | $ | $3,908 | $ | $3,832 | 2% | | International | 3,661 | | 3,303 | | 11 | 10,566 | | 9,753 | | 8 | | Total | $ | $5,028 | $ | $4,636 | 8% | $ | $14,474 | $ | $13,585 | 7% | | International revenue by cluster | | | | | | | | | | | | United Kingdom | $ | $498 | $ | $438 | 14% | $ | $1,446 | $ | $1,341 | 8% | | Japan, Asia North and Australia (JANA) | 708 | | 623 | | 14 | 1,952 | | 1,828 | | 7 | | LATAM | 676 | | 668 | | 1 | 2,115 | | 2,041 | | 4 | | Asia South | 641 | | 539 | | 19 | 1,771 | | 1,575 | | 12 | | Europe | 559 | | 568 | | (2) | 1,673 | | 1,642 | | 2 | | Middle East and Africa (MEA) | 579 | | 467 | | 24 | 1,609 | | 1,326 | | 21 | | Total | $ | $3,661 | $ | $3,303 | 11% | $ | $10,566 | $ | $9,753 | 8% | | Key drivers(2) | | | | | | | | | | | | Average loans by reporting unit (in billions of dollars) | | | | | | | | | | | | TTS | $ | $86 | $ | $82 | 5% | $ | $83 | $ | $80 | 4% | | Securities Services | 1 | | 1 | | — | 1 | | 1 | | — | | Total | $ | $87 | $ | $83 | 5% | $ | $84 | $ | $81 | 4% | | ACLL as a percentage of EOP loans(3) | 0.38 | | 0.33 | | | | | | | | | Average deposits by reporting unit and selected component (in billions of dollars) | | | | | | | | | | | | TTS | $ | $690 | $ | $677 | 2% | $ | $683 | $ | $691 | (1)% | | Securities Services | 135 | | 120 | | 13 | 129 | | 123 | | 5 | | Total | $ | $825 | $ | $797 | 4% | $ | $812 | $ | $814 | — | (1) Includes revenues earned by Citi that are subject to a revenue sharing arrangement with Banking—Corporate Lending for Investment Banking, Markets and Services products sold to Corporate Lending clients. (2) Management uses this information in reviewing the segment’s results and believes it is useful to investors concerning underlying segment performance and trends. (3) Excludes loans that are carried at fair value for all periods. NM Not meaningful 3Q24 vs. 3Q23 Net income of $1.7 billion increased 23%, driven by higher revenues, partially offset by higher expenses and higher cost of credit. Revenues increased 8%, primarily reflecting higher revenues in Securities Services and TTS. The increase in revenues was driven by higher non-interest revenue (up 33%), largely due to a smaller impact of the Argentine peso devaluation. Excluding the impact of the Argentine peso devaluation (approximately $42 million in the current quarter and approximately $273 million in the prior-year period), non-interest revenue increased 11%, driven by continued strength across underlying fee drivers in TTS and Securities Services. Net interest income was largely unchanged, as the benefit of higher deposit volumes was offset by a decline in interest rates in Argentina. Average deposits increased 4%, driven by growth in both Securities Services and TTS, as Citi continued to increase operating deposits in both businesses. TTS revenues increased 4%, as a 41% increase in non-interest revenues was partially offset by a 5% decrease in net interest income. The increase in non-interest revenue was driven by the smaller impact from currency devaluation in Argentina, as well as growth in underlying fee drivers, including cross-border transaction value (up 8%), U.S. dollar clearing volume (up 7%) and commercial card spend volume (up 8%). The decrease in net interest income was driven by the decline in interest rates in Argentina, partially offset by higher deposit volumes. Average deposits increased 2%, driven by growth in both North America and International. For additional information about Citi’s exposure in Argentina, see “Managing Global Risk—Other Risk—Country Risk—Argentina” below. Securities Services revenues increased 24%, largely driven by a 23% increase in net interest income, primarily driven by higher deposit spreads and volumes, and a 24% increase in non-interest revenue. Average deposits increased 13%, driven by growth in both North America and International. The growth in non-interest revenue was primarily driven by the increase in volume-related fees due to a 22% increase in AUC/AUA balances, benefiting from new client onboarding, deepening relationships with existing clients and higher market valuations, as well as continued elevated levels of corporate activity in Issuer Services. Expenses increased 3%, primarily driven by continued investments in technology, other risk and controls and product innovation. Provisions were $127 million, compared to $95 million in the prior-year period. The current-quarter net ACL build of $113 million, compared to $68 million in the prior-year period, was largely due to an increase in transfer risk associated with unremittable corporate dividends outside the U.S. being held on behalf of clients, driven by safety and soundness considerations under U.S. banking law. See “Significant Accounting Policies and Significant Estimates” below. For additional information on Services’ corporate credit portfolio, see “Managing Global Risk—Credit Risk—Corporate Credit” below. For additional information on trends in Services’ deposits and loans, see “Managing Global Risk—Credit Risk—Loans” and “Managing Global Risk—Liquidity Risk—Deposits” below. For additional information about trends, uncertainties and risks related to Services’ future results, see “Executive Summary” above and “Managing Global Risk—Other Risks—Country Risk—Argentina” and “—Russia” below, and “Risk Factors” in Citi’s 2023 Form 10-K. 3Q24 YTD vs. 3Q23 YTD Net income of $4.6 billion increased 20%, primarily driven by higher revenues and lower cost of credit, partially offset by higher expenses. Revenues increased 7%, driven by higher revenues in both Securities Services and TTS, reflecting higher non-interest revenue and higher net interest income. TTS revenues increased 3%, driven by a 21% increase in non-interest revenue, partially offset by a 1% decrease in net interest income, largely driven by the same factors described above. The increase in non-interest revenue was driven by the smaller impact from currency devaluation in Argentina, as well as continued growth in underlying fee drivers, including higher cross-border transaction value (up 8%), U.S. dollar clearing volume (up 6%) and commercial card spend volume (up 6%). Securities Services revenues increased 17%, driven by 18% growth in net interest income and 17% growth in non-interest revenue. The increase in net interest income was driven by spread improvement from higher interest rates across currencies and deposit mix. The increase in non-interest revenue was driven by the same factors described above. Expenses were up 7%, primarily driven by continued investments in technology, other risk and controls and product innovation, as well as an Argentina-related transaction tax expense and a legal settlement expense in the second quarter of 2024. Provisions were $164 million, compared to $304 million in the prior-year period. Net credit losses decreased to $20 million, compared to $46 million in the prior-year period. The net ACL build was $144 million, compared to $258 million in the prior-year period. The net ACL build in the current period was primarily driven by an increase in transfer risk associated with unremittable corporate dividends outside the U.S. being held on behalf of clients, driven by safety and soundness considerations under U.S. banking law, partially offset by an improved macroeconomic outlook. MARKETS Markets provides corporate, institutional and public sector clients around the world with a full range of sales and trading services across equities, foreign exchange, rates, spread products and commodities. The range of services includes market-making across asset classes, risk management solutions, financing, prime brokerage, research, securities clearing and settlement. As a market maker, Markets facilitates transactions, including holding product inventory to meet client demand, and earns the differential between the price at which it buys and sells the products. These price differentials and the unrealized gains and losses on the inventory are recorded in Principal transactions. Other primarily includes realized gains and losses on available-for-sale (AFS) debt securities, gains and losses on equity securities not held in trading accounts and other non-recurring gains and losses. Interest income earned on assets held, less interest paid on long- and short-term debt, secured funding transactions and customer deposits, is recorded as Net interest income. The amount and types of Markets revenues are impacted by a variety of interrelated factors, including market liquidity; changes in market variables such as interest rates, foreign exchange rates, equity prices, commodity prices and credit spreads, as well as their implied volatilities; investor confidence; and other macroeconomic conditions. Markets revenues include revenues earned by Citi that are subject to a revenue sharing arrangement with Banking—Corporate Lending for Investment Banking, Markets and Services products sold to Corporate Lending clients. Assuming all other market conditions do not change, increases in client activity levels or bid/offer spreads generally result in increases in revenues. However, changes in market conditions can significantly impact client activity levels, bid/offer spreads and the fair value of product inventory. Management of the Markets businesses involves daily monitoring and evaluation of the above factors. Markets’ international presence is supported by trading floors in approximately 80 countries and a proprietary network in 95 countries and jurisdictions. | In millions of dollars, except as otherwise noted | Third Quarter / 2024 | Third Quarter / 2023 | % Change | Nine Months / 2024 | Nine Months / 2023 | % Change | | --- | --- | --- | --- | --- | --- | --- | | Net interest income (including dividends) | $1,405 | $1,695 | (17)% | $5,149 | $5,246 | (2)% | | Fee revenue | | | | | | | | Brokerage and fees | 391 | 337 | 16 | 1,073 | 1,053 | 2 | | Investment banking fees(1) | 118 | 103 | 15 | 322 | 289 | 11 | | Other(2) | 64 | 31 | NM | 188 | 101 | 86 | | Total fee revenue | $573 | $471 | 22% | $1,583 | $1,443 | 10% | | Principal transactions | 2,847 | 2,853 | — | 8,721 | 9,260 | (6) | | All other(2) | (8) | (271) | 97 | (193) | (666) | 71 | | Total non-interest revenue | $3,412 | $3,053 | 12% | $10,111 | $10,037 | 1% | | Total revenues, net of interest expense(3) | $4,817 | $4,748 | 1% | $15,260 | $15,283 | — | | Total operating expenses | $3,339 | $3,310 | 1% | $10,028 | $9,822 | 2% | | Net credit losses (recoveries) on loans | 24 | (4) | NM | 168 | 2 | NM | | Credit reserve build (release) for loans | 37 | 119 | (69) | 46 | 162 | (72) | | Provision (release) for credit losses on unfunded lending commitments | 47 | 5 | NM | 48 | (7) | NM | | Provisions for credit losses for other assets and HTM debt securities | 33 | 42 | (21) | 67 | 72 | (7) | | Provision (release) for credit losses | $141 | $162 | (13)% | $329 | $229 | 44% | | Income (loss) from continuing operations before taxes | $1,337 | $1,276 | 5% | $4,903 | $5,232 | (6)% | | Income taxes (benefits) | 248 | 211 | 18 | 924 | 1,166 | (21) | | Income (loss) from continuing operations | $1,089 | $1,065 | 2% | $3,979 | $4,066 | (2)% | | Noncontrolling interests | 17 | 15 | 13 | 58 | 55 | 5 | | Net income (loss) | $1,072 | $1,050 | 2% | $3,921 | $4,011 | (2)% | | Balance Sheet data (in billions of dollars) | | | | | | | | EOP assets | $1,002 | $1,009 | (1)% | | | | | Average assets | 1,082 | 1,026 | 5 | $1,065 | $1,024 | 4% | | Efficiency ratio | 69% | 70% | | 66% | 64% | | | Revenue by component | | | | | | | | Fixed Income Markets | $3,578 | $3,806 | (6)% | $11,272 | $12,065 | (7)% | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Equity Markets | 1,239 | | 942 | | 32 | 3,988 | | 3,218 | | 24 | | Total | $ | $4,817 | $ | $4,748 | 1% | $ | $15,260 | $ | $15,283 | — | | Rates and currencies | $ | $2,465 | $ | $2,747 | (10)% | $ | $7,731 | $ | $9,057 | (15)% | | Spread products/other fixed income | 1,113 | | 1,059 | | 5 | 3,541 | | 3,008 | | 18 | | Total Fixed Income Markets revenues | $ | $3,578 | $ | $3,806 | (6)% | $ | $11,272 | $ | $12,065 | (7)% | | Revenue by geography | | | | | | | | | | | | North America | $ | $1,773 | $ | $1,901 | (7)% | $ | $5,871 | $ | $5,612 | 5% | | International | 3,044 | | 2,847 | | 7 | 9,389 | | 9,671 | | (3) | | Total | $ | $4,817 | $ | $4,748 | 1% | $ | $15,260 | $ | $15,283 | — | | International revenue by cluster | | | | | | | | | | | | United Kingdom | $ | $1,007 | $ | $948 | 6% | $ | $3,086 | $ | $3,814 | (19)% | | Japan, Asia North and Australia (JANA) | 703 | | 564 | | 25 | 2,049 | | 1,820 | | 13 | | LATAM | 398 | | 438 | | (9) | 1,458 | | 1,212 | | 20 | | Asia South | 433 | | 341 | | 27 | 1,212 | | 1,098 | | 10 | | Europe | 229 | | 272 | | (16) | 740 | | 859 | | (14) | | Middle East and Africa (MEA) | 274 | | 284 | | (4) | 844 | | 868 | | (3) | | Total | $ | $3,044 | $ | $2,847 | 7% | $ | $9,389 | $ | $9,671 | (3)% | | Key drivers(4) (in billions of dollars) | | | | | | | | | | | | Average loans | $ | $119 | $ | $108 | 10% | $ | $119 | $ | $109 | 9% | | NCLs as a percentage of average loans | 0.08 | | (0.01) | | | 0.19 | | — | | | | ACLL as a percentage of EOP loans(5) | 0.77 | | 0.77 | | | | | | | | | Average trading account assets | $ | $462 | $ | $393 | 18 | $ | $432 | $ | $375 | 15 | | Average deposits | 19 | | 23 | | (17) | 23 | | 23 | | — | (1) Investment banking fees are primarily composed of underwriting, advisory, loan syndication structuring and other related financing activity. (2) Includes revenues earned by Citi that are subject to a revenue sharing arrangement with Banking—Corporate Lending for Investment Banking, Markets and Services products sold to Corporate Lending clients. (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 income may be risk managed by derivatives that are recorded in Principal transactions revenue within Non-interest revenue. For a description of the composition of these revenue line items, see Notes 4, 5 and 6. (4) Management uses this information in reviewing the segment’s results and believes it is useful to investors concerning underlying segment performance and trends. (5) Excludes loans that are carried at fair value for all periods. NM Not meaningful 3Q24 vs. 3Q23 Net income of $1.1 billion increased 2%, driven by higher revenues and lower cost of credit, partially offset by higher expenses. Revenues increased 1%, driven by higher Equity Markets revenues, partially offset by lower Fixed Income Markets revenues. Fixed Income Markets revenues decreased 6%, reflecting a decline in rates and currencies revenues, partially offset by higher revenues in spread products and other fixed income. Rates and currencies revenues decreased 10% on strong prior-year performance, partially offset by growth in FX on higher corporate client activity. Spread products and other fixed income revenues increased 5%, driven by growth in asset-backed financing, securitization activity and underwriting fees. This revenue growth was partially offset by a decline in commodities revenues on lower overall volatility. Equity Markets revenues increased 32%, driven by growth in prime services, higher volatility in equity derivatives and higher cash equity volumes. Equity Markets continued to grow prime balances. Expenses increased 1%, driven by higher volume-related expenses, partially offset by efficiency savings. Provisions were $141 million, compared to $162 million in the prior-year period, driven by a lower net ACL build of $117 million, compared to $166 million in the prior-year period, partially offset by higher net credit losses. The net ACL build in the current quarter was primarily driven by changes in portfolio composition in spread products. For additional information on Citi’s ACL, see “Significant Accounting Policies and Significant Estimates” below. For additional information on Markets’ corporate credit portfolio, see “Managing Global Risk—Credit Risk—Corporate Credit” below. For additional information on trends in Markets’ deposits and loans, see “Managing Global Risk—Credit Risk—Loans” and “Managing Global Risk—Liquidity Risk—Deposits” below. For additional information about trends, uncertainties and risks related to Markets’ future results, see “Executive Summary” above and “Managing Global Risk—Other Risks—Country Risk—Argentina” and “—Russia” below, and “Risk Factors” in Citi’s 2023 Form 10-K. 3Q24 YTD vs. 3Q23 YTD Net income of $3.9 billion decreased 2%, driven by higher expenses and higher cost of credit. Revenues were largely unchanged, as lower Fixed Income Markets revenues were offset by higher Equity Markets revenues. Fixed Income Markets revenues decreased 7%, reflecting a decline in rates and currencies revenues, partially offset by higher revenues in spread products and other fixed income. Rates and currencies revenues decreased 15%, largely reflecting lower volatility and a strong prior-year performance. Spread products and other fixed income revenues increased 18%, largely driven by increased client activity, driven by the same factors described above. These increases were partially offset by a decline in commodities revenues on lower overall volatility. Equity Markets revenues increased 24%, driven by continued growth in equity derivative revenues on higher volatility, which also includes the impact from an episodic gain related to the Visa B exchange. The increase was also driven by growth in prime services and cash trading due to higher volumes and trading activity. Equity Markets also continued to experience an increase in prime balances. Expenses increased 2%, primarily driven by legal settlement reserves and higher volume-related expenses, partially offset by productivity savings. Provisions were $329 million, compared to $229 million in the prior-year period, primarily driven by higher net credit losses, partially offset by a lower net ACL build. BANKING Banking includes Investment Banking, which supports clients’ capital-raising needs to help strengthen and grow their businesses, including equity and debt capital markets-related strategic financing solutions and loan syndication structuring, as well as advisory services related to mergers and acquisitions, divestitures, restructurings and corporate defense activities; and Corporate Lending, which includes corporate and commercial banking, serving as the conduit for Citi’s full product suite to clients. Banking revenues include revenues earned by Citi that are subject to a revenue sharing arrangement for Investment Banking, Markets and Services products sold to Corporate Lending clients. At September 30, 2024, Banking had $151 billion in assets including $85 billion in loans and $0.5 billion in deposits. | In millions of dollars, except as otherwise noted | Third Quarter / 2024 | Third Quarter / 2023 | % Change | Nine Months / 2024 | Nine Months / 2023 | % Change | | --- | --- | --- | --- | --- | --- | --- | | Net interest income (including dividends) | $527 | $555 | (5)% | $1,636 | $1,610 | 2% | | Fee revenue | | | | | | | | Investment banking fees(1) | 999 | 694 | 44 | 2,906 | 2,007 | 45 | | Other | 31 | 40 | (23) | 123 | 122 | 1 | | Total fee revenue | $1,030 | $734 | 40% | $3,029 | $2,129 | 42% | | Principal transactions | (197) | (164) | (20) | (550) | (715) | 23 | | All other(2) | 237 | 248 | (4) | 845 | 713 | 19 | | Total non-interest revenue | $1,070 | $818 | 31% | $3,324 | $2,127 | 56% | | Total revenues, net of interest expense | 1,597 | 1,373 | 16 | 4,960 | 3,737 | 33 | | Total operating expenses | $1,116 | $1,225 | (9)% | $3,426 | $3,716 | (8)% | | Net credit losses on loans | 36 | 29 | 24 | 142 | 98 | 45 | | Credit reserve build (release) for loans | 62 | (22) | NM | (78) | (182) | 57 | | Provision (release) for credit losses on unfunded lending commitments | 59 | (64) | NM | (46) | (291) | 84 | | Provisions (releases) for credit losses for other assets and HTM debt securities | 20 | 1 | NM | (2) | 48 | NM | | Provisions (releases) for credit losses | $177 | $(56) | NM | $16 | $(327) | NM | | Income (loss) from continuing operations before taxes | $304 | $204 | 49% | $1,518 | $348 | NM | | Income taxes (benefits) | 68 | 47 | 45 | 346 | 83 | NM | | Income (loss) from continuing operations | $236 | $157 | 50% | $1,172 | $265 | NM | | Noncontrolling interests | (2) | 1 | NM | 4 | 4 | — | | Net income (loss) | $238 | $156 | 53% | $1,168 | $261 | NM | | Balance Sheet data (in billions of dollars) | | | | | | | | EOP assets | $151 | $146 | 3% | | | | | Average assets | 152 | 151 | 1 | $153 | $154 | (1)% | | Efficiency ratio | 70% | 89% | | 69% | 99% | | | Revenue by component | | | | | | | | Total Investment Banking | $934 | $711 | 31% | $2,712 | $1,945 | 39% | | Corporate Lending (excluding gain (loss) on loan hedges)(2)(3) | 742 | 709 | 5 | 2,422 | 2,104 | 15 | | Total Banking revenues (excluding gain (loss) on loan hedges)(2)(3) | $1,676 | $1,420 | 18% | $5,134 | $4,049 | 27% | | Gain (loss) on loan hedges(2)(3) | (79) | (47) | (68) | (174) | (312) | 44 | | Total Banking revenues (including gain (loss) on loan hedges)(2)(3) | $1,597 | $1,373 | 16% | $4,960 | $3,737 | 33% | | Business metrics—investment banking fees | | | | | | | | Advisory | $394 | $299 | 32% | $892 | $731 | 22% | | Equity underwriting (Equity Capital Markets (ECM)) | 129 | 123 | 5 | 474 | 390 | 22 | | Debt underwriting (Debt Capital Markets (DCM)) | 476 | 272 | 75 | 1,540 | 886 | 74 | | Total | $999 | $694 | 44% | $2,906 | $2,007 | 45% | | Revenue by geography | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | North America | $ | $837 | $ | $623 | 34% | $ | $2,359 | $ | $1,496 | 58% | | International | 760 | | 750 | | 1 | 2,601 | | 2,241 | | 16 | | Total | $ | $1,597 | $ | $1,373 | 16% | $ | $4,960 | $ | $3,737 | 33% | | International revenue by cluster | | | | | | | | | | | | United Kingdom | $ | $158 | $ | $144 | 10% | $ | $547 | $ | $479 | 14% | | Japan, Asia North and Australia (JANA) | 152 | | 161 | | (6) | 472 | | 469 | | 1 | | LATAM | 159 | | 166 | | (4) | 566 | | 443 | | 28 | | Asia South | 97 | | 94 | | 3 | 332 | | 320 | | 4 | | Europe | 135 | | 130 | | 4 | 477 | | 377 | | 27 | | Middle East and Africa (MEA) | 59 | | 55 | | 7 | 207 | | 153 | | 35 | | Total | $ | $760 | $ | $750 | 1% | $ | $2,601 | $ | $2,241 | 16% | | Key drivers(4) (in billions of dollars) | | | | | | | | | | | | Average loans | $ | $88 | $ | $89 | (1)% | $ | $89 | $ | $92 | (3)% | | NCLs as a percentage of average loans | 0.16 | | 0.13 | | | 0.21 | | 0.14 | | | | ACLL as a percentage of EOP loans(5) | 1.54 | | 1.75 | | | | | | | | | Average deposits | $ | $1 | $ | $1 | — | $ | $1 | $ | $1 | — | (1) Investment banking fees are primarily composed of underwriting, advisory, loan syndication structuring and other related financing activity. (2) Includes revenues earned by Citi that are subject to a revenue sharing arrangement with Banking—Corporate Lending for Investment Banking, Markets and Services products sold to Corporate Lending clients. (3) Credit derivatives are used to economically hedge a portion of the corporate loan portfolio that includes both accrual loans and loans at fair value. Gain (loss) on loan hedges includes the mark-to-market on the credit derivatives, partially offset by the mark-to-market on the loans in the portfolio that are at fair value. Hedges on accrual loans reflect the mark-to-market on credit derivatives used to economically hedge the corporate loan accrual portfolio. The fixed premium costs of these hedges are netted against the corporate lending revenues to reflect the cost of credit protection. Citigroup’s results of operations excluding the impact of gain (loss) on loan hedges are non-GAAP financial measures. (4) Management uses this information in reviewing the segment’s results and believes it is useful to investors concerning underlying segment performance and trends. (5) Excludes loans that are carried at fair value for all periods. NM Not meaningful The discussion of the results of operations for Banking below excludes (where noted) the impact of any gain (loss) 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. 3Q24 vs. 3Q23 Net income was $238 million, compared to net income of $156 million in the prior-year period, driven by higher revenues and lower expenses, partially offset by an increase in cost of credit. Revenues increased 16% (including losses on loan hedges), reflecting higher Investment Banking revenues, largely driven by continued strong issuance activity in Debt Capital Markets (DCM) and strong deal volume in Advisory. The losses on loan hedges increased to $79 million, compared to $47 million in the prior-year period. Excluding the impact of losses on loan hedges, Banking revenues increased 18%. Investment Banking revenues increased 31%, reflecting overall higher banking fees revenue. DCM underwriting fees increased 75%, benefiting from strong issuance activity in the quarter, primarily in investment-grade activity, as clients pulled forward activity ahead of the U.S. election. Citi expects normalization and ordinary seasonality in investment-grade activity in the fourth quarter of 2024. Advisory fees increased 32%, due to strong announced deal volume from earlier this year coming to fruition as those transactions close. ECM underwriting fees increased 5%, due to stronger follow-on activity, partially offset by less IPO activity amid market volatility mid quarter. Corporate Lending revenues were largely unchanged, including the impact of losses on loan hedges. Excluding the impact of losses on loan hedges, Corporate Lending revenues increased 5%, primarily driven by a smaller impact from currency devaluation in Argentina. Expenses decreased 9%, primarily driven by benefits of prior repositioning actions and other actions to lower the expense base. Provisions were $177 million, compared to a benefit of $56 million in the prior-year period, driven by a net ACL build of $141 million, compared to a net release of $85 million in the prior-year period. The ACL build in the current quarter was primarily driven by changes in portfolio composition. For additional information on Citi’s ACL, see “Significant Accounting Policies and Significant Estimates” below. For additional information on Banking’s corporate credit portfolio, see “Managing Global Risk—Credit Risk—Corporate Credit” below. For additional information on trends in Banking’s deposits and loans, see “Managing Global Risk—Credit Risk—Loans” and “Managing Global Risk—Liquidity Risk—Deposits” below. For additional information about trends, uncertainties and risks related to Banking’s future results, see “Executive Summary” above and “Managing Global Risk—Other Risks—Country Risk—Argentina” and “—Russia” below, and “Risk Factors” in Citi’s 2023 Form 10-K. 3Q24 YTD vs. 3Q23 YTD Net income was $1.2 billion, compared to net income of $261 million in the prior-year period, driven by higher revenues and lower expenses, partially offset by an increase in cost of credit. Revenues increased 33% (including loss on loan hedges), primarily reflecting higher Investment Banking revenues driven by the same factors described above, higher revenues in Corporate Lending and lower losses on loan hedges ($174 million versus $312 million in the prior-year period). Excluding the impact of losses on loan hedges, Banking revenues increased 27%. Investment Banking revenues increased 39%, primarily driven by the DCM business, as improved market sentiment led to an increase in issuance activity. DCM underwriting fees increased 74%, driven by the same factors described above. Fees from ECM underwriting and Advisory each increased 22%, driven by favorable market conditions and the same factors described above. Corporate Lending revenues increased 25%, including the impact of losses on loan hedges. Excluding the impact of losses on loan hedges, Corporate Lending revenues increased 15%, largely driven by higher revenue share. Expenses decreased 8%, primarily driven by benefits of prior repositioning actions and other actions to lower the expense base. Provisions were $16 million, compared to a benefit of $327 million in the prior-year period. Net credit losses increased to $142 million, compared to $98 million in the prior-year period. The net ACL release was $126 million, compared to $425 million in the prior-year period. The net ACL release in the current period was primarily driven by an improved macroeconomic outlook. U.S. PERSONAL BANKING U.S. Personal Banking (USPB) includes Branded Cards and Retail Services, with proprietary credit card portfolios (Value, Rewards and Cash) and co-branded card portfolios (including Costco and American Airlines) within Branded Cards, and co-brand and private label relationships within Retail Services (including, among others, The Home Depot, Best Buy, Macy’s and Sears). USPB also includes Retail Banking, which provides traditional banking services to retail and small business customers. At September 30, 2024, USPB had 641 retail bank branches concentrated in the six key metropolitan areas of New York, Chicago, Los Angeles, San Francisco, Washington, D.C. and Miami. USPB had $164 billion in outstanding credit card balances, $85 billion in deposits, $44 billion in mortgages and $5 billion in personal and small business loans. For additional information on USPB’s end-of-period consumer loan portfolios and metrics, see “Managing Global Risk—Credit Risk—Consumer Credit” below. | In millions of dollars, except as otherwise noted | Third Quarter / 2024 | Third Quarter / 2023 | % Change | Nine Months / 2024 | Nine Months / 2023 | % Change | | --- | --- | --- | --- | --- | --- | --- | | Net interest income | $5,293 | $5,175 | 2% | $15,622 | $14,912 | 5% | | Fee revenue | | | | | | | | Interchange fees | 2,469 | 2,434 | 1 | 7,345 | 7,193 | 2 | | Card rewards and partner payments | (2,839) | (2,777) | (2) | (8,266) | (8,194) | (1) | | Other(1) | 110 | 75 | 47 | 329 | 251 | 31 | | Total fee revenue | $(260) | $(268) | 3% | $(592) | $(750) | 21% | | All other(2) | 12 | 10 | 20 | 112 | 85 | 32 | | Total non-interest revenue | $(248) | $(258) | 4% | $(480) | $(665) | 28% | | Total revenues, net of interest expense | 5,045 | 4,917 | 3 | 15,142 | 14,247 | 6 | | Total operating expenses | $2,457 | $2,481 | (1)% | $7,418 | $7,508 | (1)% | | Net credit losses on loans | 1,864 | 1,343 | 39 | 5,659 | 3,635 | 56 | | Credit reserve build (release) for loans | 41 | 114 | (64) | 760 | 993 | (23) | | Provision for credit losses on unfunded lending commitments | — | (1) | 100 | — | — | — | | Provisions for benefits and claims (PBC), and other assets | 4 | 3 | 33 | 9 | 5 | 80 | | Provisions for credit losses and PBC | $1,909 | $1,459 | 31% | $6,428 | $4,633 | 39% | | Income from continuing operations before taxes | $679 | $977 | (31)% | $1,296 | $2,106 | (38)% | | Income taxes | 157 | 221 | (29) | 306 | 487 | (37) | | Income from continuing operations | $522 | $756 | (31)% | $990 | $1,619 | (39)% | | Noncontrolling interests | — | — | — | — | — | — | | Net income | $522 | $756 | (31)% | $990 | $1,619 | (39)% | | Balance Sheet data (in billions of dollars) | | | | | | | | EOP assets | $245 | $231 | 6% | | | | | Average assets | 244 | 230 | 6 | $239 | $230 | 4% | | Efficiency ratio | 49% | 50% | | 49% | 53% | | | Revenue by component | | | | | | | | Branded Cards | $2,731 | $2,539 | 8% | $7,908 | $7,368 | 7% | | Retail Services | 1,715 | 1,728 | (1) | 5,361 | 4,981 | 8 | | Retail Banking | 599 | 650 | (8) | 1,873 | 1,898 | (1) | | Total | $5,045 | $4,917 | 3% | $15,142 | $14,247 | 6% | | Average loans and deposits(3) (in billions of dollars) | | | | | | | | Average loans | $210 | $196 | 7% | $207 | $189 | 10% | | ACLL as a percentage of EOP loans(4) | 6.52% | 6.36% | | | | | | Average deposits | 85 | 110 | (23) | 93 | 111 | (16) | (1) Primarily related to retail banking and credit card-related fees. (2) Primarily related to revenue incentives from card networks and partners. (3) Management uses this information in reviewing the segment’s results and believes it is useful to investors concerning underlying segment performance and trends. (4) Excludes loans that are carried at fair value for all periods. 3Q24 vs. 3Q23 Net income was $522 million, compared to $756 million in the prior-year period, driven by higher cost of credit, partially offset by higher revenues and lower expenses. Revenues increased 3%, due to higher net interest income (up 2%), driven by loan growth in cards, as well as higher non-interest revenue (up 4%). The increase in non-interest revenue was largely driven by lower partner payments in Retail Services, due to higher net credit losses. Cards revenues increased 4%. Branded Cards revenues increased 8%, driven by interest-earning balance growth (up 8%), as payment rates continued to moderate, and card spend volume growth. Branded Cards average loans increased 8%, also reflecting the lower card payment rates and higher card spend volume. Branded Cards card spend volume increased 3%, driven by higher FICO band customers. Retail Services revenues decreased 1%, primarily driven by a slowing growth rate in interest-earnings balances and higher reversals of interest from net credit losses. The decrease in revenues was partially offset by higher non-interest revenue due to the lower partner payments, driven by the higher net credit losses (see “Provisions” below and Note 5). Retail Services average loans increased 2%, largely reflecting lower card payment rates, partially offset by lower card spend volume. Card spend volume decreased 7%, primarily due to continued lower in-store foot traffic. Retail Banking revenues decreased 8%, primarily driven by the impact of the transfers of certain relationships and the associated deposit balances to Wealth. Average deposits decreased 23%, largely reflecting the transfers of certain relationships and the associated deposits to Wealth ($26 billion at the time of transfer over the last 12 months). Expenses decreased 1%, driven by continued productivity savings, partially offset by higher volume-related expenses. Provisions were $1.9 billion, compared to $1.5 billion in the prior-year period, driven by higher net credit losses, partially offset by a lower net ACL build for loans. Net credit losses of $1.9 billion increased 39%, primarily reflecting the continued maturation of multiple cards loan vintages originated in recent years, impacted by unprecedented levels of government stimulus during the pandemic. In addition, the increase was driven by macroeconomic pressures related to the elevated inflationary and interest rate environment impacting both cards portfolios, with lower FICO band customers primarily driving the increase. Branded Cards net credit losses of $1.0 billion increased 41%, and Retail Services net credit losses of $0.8 billion increased 38%. The net ACL build was $45 million, compared to $116 million in the prior-year period. The net ACL build in the current quarter primarily reflected loan growth. For additional information on Citi’s ACL, see “Significant Accounting Policies and Significant Estimates” below. For additional information on USPB’s Branded Cards, Retail Services and Retail Banking loan portfolios, see “Managing Global Risk—Credit Risk—Consumer Credit” below. For additional information about trends, uncertainties and risks related to USPB’s future results, see “Executive Summary” above and “Risk Factors—Strategic Risks” in Citi’s 2023 Form 10-K. 3Q24 YTD vs. 3Q23 YTD Year-to-date, USPB experienced similar trends to those described above. Net income was $1.0 billion, compared to $1.6 billion in the prior-year period, reflecting higher cost of credit, partially offset by higher revenues and lower expenses. Revenues increased 6%, reflecting the same factors described above. Cards revenues increased 7%. Branded Cards revenues increased 7%, reflecting the same factors described above. Retail Services revenues increased 8%, driven by higher non-interest revenue due to lower partner payments, driven by higher net credit losses, as well as higher net interest income on higher interest-earning balances. Retail Banking revenues decreased 1%, driven by the impact of the transfers of certain relationships and the associated deposit balances to Wealth, partially offset by higher deposit spreads, as well as mortgage and installment loan growth. Expenses decreased 1%, driven by continued productivity savings and lower technology costs, partially offset by higher volume-related expenses. Provisions were $6.4 billion, compared to $4.6 billion in the prior-year period, largely driven by higher net credit losses, partially offset by a lower ACL build for loans. Net credit losses of $5.7 billion increased 56%, driven by the same factors described above. Branded Cards net credit losses of $3 billion increased 63% and Retail Services net credit losses of $2.4 billion were up 50%. The net ACL build was $0.8 billion, compared to $1.0 billion in the prior-year period. The net ACL build in the current period primarily reflected the impact of macroeconomic pressures related to the elevated inflationary and interest rate environment. WEALTH Wealth includes the Private Bank, Wealth at Work and Citigold businesses and provides financial services to a range of client segments including affluent, high net worth and ultra-high net worth clients through banking, lending, mortgages, investment, custody and trust product offerings in 20 countries, including the U.S., Mexico and four wealth management centers: Singapore, Hong Kong, the UAE and London. Private Bank provides financial services to ultra-high net worth clients through customized product offerings. Wealth at Work provides financial services to professional industries (including law firms, consulting groups, accounting and asset management) through tailored solutions. Citigold and Citigold Private Client provide financial services to affluent and high net worth clients through elevated product offerings and financial relationships. At September 30, 2024, Wealth had $316 billion in deposits and $151 billion in loans, including $92 billion in mortgage loans, $28 billion in margin loans, $26 billion in personal, small business and other loans and $5 billion in outstanding credit card balances. For additional information on Wealth’s end-of-period consumer loan portfolios and metrics, see “Managing Global Risk—Credit Risk—Consumer Credit” below. | In millions of dollars, except as otherwise noted | Third Quarter / 2024 | Third Quarter / 2023 | % Change | Nine Months / 2024 | Nine Months / 2023 | % Change | | --- | --- | --- | --- | --- | --- | --- | | Net interest income | $1,233 | $1,164 | 6% | $3,261 | $3,371 | (3)% | | Fee revenue | | | | | | | | Commissions and fees | 349 | 300 | 16 | 1,042 | 908 | 15 | | Other(1) | 241 | 215 | 12 | 704 | 593 | 19 | | Total fee revenue | $590 | $515 | 15% | $1,746 | $1,501 | 16% | | All other(2) | 179 | 152 | 18 | 502 | 485 | 4 | | Total non-interest revenue | $769 | $667 | 15% | $2,248 | $1,986 | 13% | | Total revenues, net of interest expense | 2,002 | 1,831 | 9 | 5,509 | 5,357 | 3 | | Total operating expenses | $1,601 | $1,669 | (4)% | $4,785 | $4,862 | (2)% | | Net credit losses on loans | 27 | 24 | 13 | 91 | 67 | 36 | | Credit reserve build (release) for loans | 8 | (19) | NM | (225) | (58) | NM | | Provision (release) for credit losses on unfunded lending commitments | (1) | (8) | 88 | (9) | (13) | 31 | | Provisions for benefits and claims (PBC), and other assets | (1) | 1 | NM | (3) | (3) | — | | Provisions (releases) for credit losses and PBC | $33 | $(2) | NM | $(146) | $(7) | NM | | Income from continuing operations before taxes | $368 | $164 | NM | $870 | $502 | 73% | | Income taxes | 85 | 32 | NM | 202 | 104 | 94 | | Income from continuing operations | $283 | $132 | NM | $668 | $398 | 68% | | Noncontrolling interests | — | — | — | — | — | — | | Net income | $283 | $132 | NM | $668 | $398 | 68% | | Balance Sheet data (in billions of dollars) | | | | | | | | EOP assets | $230 | $233 | (1)% | | | | | Average assets | 229 | 238 | (4) | $232 | $248 | (6)% | | Efficiency ratio | 80% | 91% | | 87% | 91% | | | Revenue by component | | | | | | | | Private Bank | $614 | $617 | — | $1,796 | $1,790 | — | | Wealth at Work | 244 | 234 | 4 | 620 | 651 | (5) | | Citigold | 1,144 | 980 | 17 | 3,093 | 2,916 | 6 | | Total | $2,002 | $1,831 | 9% | $5,509 | $5,357 | 3% | | Revenue by geography | | | | | | | | North America | $1,000 | $953 | 5% | $2,620 | $2,757 | (5)% | | International | 1,002 | 878 | 14 | 2,889 | 2,600 | 11 | | Total | $2,002 | $1,831 | 9% | $5,509 | $5,357 | 3% | | International revenue by cluster | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | United Kingdom | $ | $89 | $ | $74 | 20% | $ | $245 | $ | $225 | 9% | | Japan, Asia North and Australia (JANA) | 365 | | 304 | | 20 | 1,016 | | 881 | | 15 | | LATAM | 33 | | 32 | | 3 | 96 | | 94 | | 2 | | Asia South | 351 | | 298 | | 18 | 1,024 | | 892 | | 15 | | Europe | 67 | | 76 | | (12) | 223 | | 245 | | (9) | | Middle East and Africa (MEA) | 97 | | 94 | | 3 | 285 | | 263 | | 8 | | Total | $ | $1,002 | $ | $878 | 14% | $ | $2,889 | $ | $2,600 | 11% | | Key drivers(3) (in billions of dollars) | | | | | | | | | | | | EOP client balances | | | | | | | | | | | | Client investment assets(4) | $ | $580 | $ | $469 | 24% | | | | | | | Deposits | 316 | | 302 | | 5 | | | | | | | Loans | 151 | | 151 | | — | | | | | | | Total | $ | $1,047 | $ | $922 | 14% | | | | | | | ACLL as a percentage of EOP loans | 0.36 | | 0.53 | | | | | | | | (1) Primarily related to fiduciary and administrative fees. (2) Primarily related to principal transactions revenue including FX translation. (3) Management uses this information in reviewing the segment’s results and believes it is useful to investors concerning underlying segment performance and trends. (4) Includes assets under management, and trust and custody assets. NM Not meaningful 3Q24 vs. 3Q23 Net income was $283 million, compared to $132 million in the prior-year period, driven by higher revenues and lower expenses, partially offset by higher cost of credit. Revenues increased 9%, driven by higher non-interest revenue (up 15%), reflecting higher investment fee revenues on momentum in client investment assets, as well as an increase in net interest income (up 6%), driven by higher deposit volumes and spreads. Client balances increased 14%, primarily driven by higher client investment assets (up 24%), reflecting higher market valuations and strong net new assets generation. Average deposits increased 4%, reflecting the transfers of relationships and the associated deposits from USPB ($26 billion at the time of transfer over the last 12 months), partially offset by a shift in deposits to higher-yielding investments on Citi’s platform. Average loans decreased 1%, as Wealth continued to optimize capital usage. Private Bank revenues were largely unchanged, as the higher investment fee revenues and improved deposit spreads were offset by higher mortgage funding costs. Wealth at Work revenues increased 4%, driven by improved deposit spreads and the higher investment fee revenues, partially offset by higher mortgage funding costs. Citigold revenues increased 17%, driven by the higher investment fee revenues and higher deposit volumes. Expenses decreased 4%, primarily driven by the benefits of prior repositioning and restructuring actions. Provisions were a cost of $33 million, compared to a benefit of $2 million in the prior-year period, largely driven by a net ACL build for loans, compared to a release in the prior-year period. For additional information on Citi’s ACL, see “Significant Accounting Policies and Significant Estimates” below. For additional information on Wealth’s loan portfolios, see “Managing Global Risk—Credit Risk—Consumer Credit” below. For additional information about trends, uncertainties and risks related to Wealth’s future results, see “Executive Summary” above and “Risk Factors—Strategic Risks” in Citi’s 2023 Form 10-K. 3Q24 YTD vs. 3Q23 YTD Net income was $668 million, compared to $398 million in the prior-year period, reflecting higher revenues, lower expenses and lower cost of credit. Revenues increased 3%, largely driven by an increase in non-interest revenue (up 13%), reflecting higher investment fee revenues, partially offset by lower net interest income (down 3%), mainly due to lower deposit spreads and higher mortgage funding costs. Private Bank revenues were largely unchanged. Wealth at Work revenues decreased 5%, driven by higher mortgage funding costs and lower deposit spreads, partially offset by higher investment fee revenues. Citigold revenues increased 6%, driven by higher investment fee revenues and higher deposit volumes. Expenses decreased 2%, mainly driven by benefits from prior repositioning and restructuring actions, partially offset by higher volume-related expenses and technology investments focused on risk and controls and platform enhancements. Provisions were a benefit of $146 million, compared to a benefit of $7 million in the prior-year period, largely driven by a higher net ACL release. The higher net ACL release was primarily driven by a change in the ACL associated with the margin lending portfolio. ALL OTHER—Divestiture-Related Impacts (Reconciling Items) All Other includes activities not assigned to the reportable operating segments (Services, Markets, Banking, USPB and Wealth), including Legacy Franchises and Corporate/Other. For additional information about Legacy Franchises and Corporate/Other, see “All Other (Managed Basis)” below. All Other (managed basis) results exclude divestiture-related impacts (see the “Reconciling Items” column in the table below) related to (i) Citi’s divestitures of its Asia consumer banking businesses and (ii) the planned IPO of Mexico consumer banking and small business and middle-market banking, within Legacy Franchises. Legacy Franchises (managed basis) results also exclude these divestiture-related impacts. Certain of the results of operations of All Other (managed basis) and Legacy Franchises (managed basis) are non-GAAP financial measures (see “Overview—Non-GAAP Financial Measures” above). The table below presents a reconciliation from All Other (U.S. GAAP) to All Other (managed basis). All Other (U.S. GAAP), less Reconciling Items, equals All Other (managed basis). The Reconciling Items are fully reflected on each respective line item in Citi’s Consolidated Statement of Income. | In millions of dollars, except as otherwise noted | Third Quarter / 2024 / All Other(U.S. GAAP) | Third Quarter / 2024 / Reconciling Items(1) | Third Quarter / 2024 / All Other(managed basis) | Third Quarter / 2023 / All Other(U.S. GAAP) | Third Quarter / 2023 / Reconciling Items(2) | Third Quarter / 2023 / All Other(managed basis) | | --- | --- | --- | --- | --- | --- | --- | | Net interest income | $1,469 | — | $1,469 | $1,799 | — | $1,799 | | Non-interest revenue | 357 | 1 | 356 | 835 | 396 | 439 | | Total revenues, net of interest expense | $1,826 | $1 | $1,825 | $2,634 | $396 | $2,238 | | Total operating expenses | $2,149 | $67 | $2,082 | $2,306 | $114 | $2,192 | | Net credit losses on loans | 207 | (1) | 208 | 218 | (19) | 237 | | Credit reserve build (release) for loans | 55 | — | 55 | (19) | 2 | (21) | | Provision for credit losses on unfunded lending commitments | (7) | — | (7) | (9) | — | (9) | | Provisions for benefits and claims (PBC), other assets and HTM debt securities | 33 | — | 33 | (8) | — | (8) | | Provisions (benefits) for credit losses and PBC | $288 | $(1) | $289 | $182 | $(17) | $199 | | Income (loss) from continuing operations before taxes | $(611) | $(65) | $(546) | $146 | $299 | $(153) | | Income taxes (benefits) | (72) | (20) | (52) | 26 | 85 | (59) | | Income (loss) from continuing operations | $(539) | $(45) | $(494) | $120 | $214 | $(94) | | Income (loss) from discontinued operations, net of taxes | (1) | — | (1) | 2 | — | 2 | | Noncontrolling interests | (12) | — | (12) | 9 | — | 9 | | Net income (loss) | $(528) | $(45) | $(483) | $113 | $214 | $(101) | | Asia Consumer revenues | $194 | $1 | $193 | $685 | $396 | $289 | | | Nine Months | | | | | | | | 2024 | | | 2023 | | | | In millions of dollars, except as otherwise noted | All Other(U.S. GAAP) | Reconciling Items(3) | All Other(managed basis) | All Other(U.S. GAAP) | Reconciling Items(4) | All Other(managed basis) | | Net interest income | $4,717 | — | $4,717 | $6,128 | — | $6,128 | | Non-interest revenue | 1,496 | 22 | 1,474 | 2,685 | 1,408 | 1,277 | | Total revenues, net of interest expense | $6,213 | $22 | $6,191 | $8,813 | $1,408 | $7,405 | | Total operating expenses | $7,153 | $262 | $6,891 | $7,027 | $266 | $6,761 | | Net credit losses on loans | 678 | 7 | 671 | 595 | (39) | 634 | | Credit reserve build (release) for loans | (39) | — | (39) | 36 | 2 | 34 | | Provision for credit losses on unfunded lending commitments | (15) | — | (15) | (37) | — | (37) | | Provisions for benefits and claims (PBC), other assets and HTM debt securities | 101 | — | 101 | 213 | — | 213 | | Provisions (benefits) for credit losses and PBC | $725 | $7 | $718 | $807 | $(37) | $844 | | Income (loss) from continuing operations before taxes | $(1,665) | $(247) | $(1,418) | $979 | $1,179 | $(200) | | Income taxes (benefits) | (105) | (76) | (29) | 32 | 409 | (377) | | Income (loss) from continuing operations | $(1,560) | $(171) | $(1,389) | $947 | $770 | $177 | | Income (loss) from discontinued operations, net of taxes | (2) | — | (2) | — | — | — | | Noncontrolling interests | (29) | — | (29) | 18 | — | 18 | | Net income (loss) | $(1,533) | $(171) | $(1,362) | $929 | $770 | $159 | | Asia Consumer revenues | $689 | $22 | $667 | $2,675 | $1,408 | $1,267 | (1) The three months ended September 30, 2024 includes approximately $67 million in operating expenses (approximately $46 million after-tax), primarily related to separation costs in Mexico and severance costs in the Asia exit markets. (2) The three months ended September 30, 2023 includes an approximate $403 million gain on sale recorded in revenue (approximately $284 million after various taxes) related to Citi’s sale of the Taiwan consumer banking business and approximately $114 million in operating expenses (approximately $78 million after-tax), primarily related to separation costs in Mexico and severance costs in the Asia exit markets. For additional information, see Citi’s Quarterly Report on Form 10-Q for the period ended September 30, 2023. (3) The nine months ended September 30, 2024 includes approximately $262 million in operating expenses (approximately $181 million after-tax), primarily related to separation costs in Mexico and severance costs in the Asia exit markets. (4) The nine months ended September 30, 2023 includes an approximate $1.059 billion gain on sale recorded in revenue (approximately $727 million after various taxes) related to Citi’s sale of the India consumer banking business and an approximate $403 million gain on sale recorded in revenue (approximately $284 million after various taxes) related to Citi’s sale of the Taiwan consumer banking business. In addition, the nine months ended September 30, 2023 includes approximately $266 million in operating expenses (approximately $188 million after-tax), primarily related to separation costs in Mexico and severance costs in the Asia exit markets. For additional information, see Citi’s Quarterly Report on Form 10-Q for the period ended September 30, 2023. ALL OTHER—Managed Basis At September 30, 2024, All Other (managed basis) had $195 billion in assets, primarily related to Mexico Consumer/SBMM and Asia Consumer reported within Legacy Franchises (managed basis), as well as Corporate Treasury investment securities and Citi’s deferred tax assets (DTAs) reported within Corporate/Other. Legacy Franchises (Managed Basis) Legacy Franchises (managed basis) includes (i) Mexico Consumer Banking (Mexico Consumer) and Mexico Small Business and Middle-Market Banking (Mexico SBMM), collectively Mexico Consumer/SBMM, (ii) Asia Consumer Banking (Asia Consumer), representing the consumer banking operations of the remaining three exit countries (Korea, Poland and Russia), as well as residual China portfolios being wound down, and (iii) Legacy Holdings Assets, primarily legacy consumer mortgage loans in North America, as well as the U.K. retail banking business, both of which Citi continues to wind down. Mexico Consumer/SBMM operates in Mexico through Citibanamex and provides traditional retail banking and branded card products to consumers and small business customers and traditional middle-market banking products and services to commercial customers. As previously disclosed, Citi intends to pursue an IPO of Mexico Consumer/SBMM operations in Mexico. Citi will retain its Services, Markets, Banking and Wealth businesses in Mexico. Citi currently expects that the separation of the businesses will be completed in the fourth quarter of 2024 and that Mexico Consumer/SBMM will be ready for an IPO by the end of 2025, subject to market conditions and regulatory approvals. Legacy Franchises (managed basis) also included the following five Asia Consumer businesses prior to their sales: India and Vietnam, until their closings in March 2023; Taiwan, until its closing in August 2023; Indonesia until its closing in November 2023; and China until the completion of the sales of substantially all portfolios in July 2024. Citi has continued to make progress on its wind-downs in Korea and Russia. In addition, Citi has restarted the sales process of its consumer banking business in Poland. See Note 2 for additional information on Legacy Franchises’ consumer banking business sales and wind-downs. For additional information about Citi’s continued efforts to reduce its operations and exposures in Russia, see “Managing Global Risk—Other Risks—Country Risk—Russia” below and “Risk Factors” in Citi’s 2023 Form 10-K. At September 30, 2024, on a combined basis, Legacy Franchises (managed basis) had 1,320 retail branches, $17 billion in retail banking loans and $43 billion in deposits. In addition, Legacy Franchises (managed basis) had $8 billion in outstanding credit card balances, while Mexico SBMM had $6 billion in outstanding corporate loans. Corporate/Other Corporate/Other includes certain unallocated costs of global staff functions (including finance, risk, human resources, legal and compliance-related costs), other corporate expenses and unallocated global operations and technology expenses and income taxes, as well as results of Corporate Treasury investment activities and discontinued operations. | In millions of dollars, except as otherwise noted | Third Quarter / 2024 | Third Quarter / 2023 | % Change | Nine Months / 2024 | Nine Months / 2023 | % Change | | --- | --- | --- | --- | --- | --- | --- | | Net interest income | $1,469 | $1,799 | (18)% | $4,717 | $6,128 | (23)% | | Non-interest revenue | 356 | 439 | (19) | 1,474 | 1,277 | 15 | | Total revenues, net of interest expense | $1,825 | $2,238 | (18)% | $6,191 | $7,405 | (16)% | | Total operating expenses | $2,082 | $2,192 | (5)% | $6,891 | $6,761 | 2% | | Net credit losses on loans | 208 | 237 | (12) | 671 | 634 | 6 | | Credit reserve build (release) for loans | 55 | (21) | NM | (39) | 34 | NM | | Provision (release) for credit losses on unfunded lending commitments | (7) | (9) | 22 | (15) | (37) | 59 | | Provisions (release) for benefits and claims (PBC), other assets and HTM debt securities | 33 | (8) | NM | 101 | 213 | (53) | | Provisions for credit losses and PBC | $289 | $199 | 45% | $718 | $844 | (15)% | | Income (loss) from continuing operations before taxes | $(546) | $(153) | NM | $(1,418) | $(200) | NM | | Income taxes (benefits) | (52) | (59) | 12% | (29) | (377) | 92% | | Income (loss) from continuing operations | $(494) | $(94) | NM | $(1,389) | $177 | NM | | Income (loss) from discontinued operations, net of taxes | (1) | 2 | NM | (2) | — | — | | Noncontrolling interests | (12) | 9 | NM | (29) | 18 | NM | | Net income (loss) | $(483) | $(101) | NM | $(1,362) | $159 | NM | | Balance Sheet data (in billions of dollars) | | | | | | | | EOP assets | $195 | $197 | (1)% | | | | | Average assets | 194 | 203 | (4) | $195 | $208 | (6)% | | Revenue by reporting unit and component | | | | | | | | Mexico Consumer/SBMM | $1,526 | $1,527 | — | $4,737 | $4,233 | 12% | | Asia Consumer | 193 | 289 | (33) | 667 | 1,267 | (47) | | Legacy Holdings Assets | 20 | 25 | (20) | (109) | 99 | NM | | Corporate/Other | 86 | 397 | (78) | 896 | 1,806 | (50) | | Total | $1,825 | $2,238 | (18)% | $6,191 | $7,405 | (16)% | | Mexico Consumer/SBMM—key indicators (in billions of dollars) | | | | | | | | EOP loans | $23.5 | $24.0 | (2)% | | | | | EOP deposits | 34.6 | 38.3 | (10) | | | | | Average loans | 23.9 | 24.0 | — | $24.7 | $22.5 | 10% | | NCLs as a percentage of average loans (Mexico Consumer only) | 4.36% | 4.12% | | 4.44% | 3.90% | | | Loans 90+ days past due as a percentage of EOP loans (Mexico Consumer only) | 1.37 | 1.32 | | | | | | Loans 30–89 days past due as a percentage of EOP loans (Mexico Consumer only) | 1.47 | 1.33 | | | | | | Asia Consumer—key indicators(1) (in billions of dollars) | | | | | | | | EOP loans | $5.5 | $8.0 | (31)% | | | | | EOP deposits | 8.4 | 10.8 | (22) | | | | | Average loans | 5.6 | 8.6 | (35) | $6.2 | $10.1 | (39)% | | Legacy Holdings Assets—key indicators (in billions of dollars) | | | | | | | | EOP loans | $2.5 | $2.8 | (11)% | | | | Note: Certain reclassifications have been made to the prior periods’ financial statements to conform to the current period’s presentation effective as of the second quarter of 2024, for all periods presented. During the second quarter of 2024, Citi made certain reclassifications to align with Citi’s transformation and strategy. In connection therewith, Citi transferred the retail banking business in the U.K., which is being wound down, from Wealth to Legacy Franchises (managed basis) within All Other (managed basis). (1) The key indicators for Asia Consumer reflect the reclassification of loans and deposits to Other assets and Other liabilities under HFS accounting on Citi’s Consolidated Balance Sheet. NM Not meaningful 3Q24 vs. 3Q23 Net loss was $483 million, compared to a net loss of $101 million in the prior-year period, driven by lower revenues and higher cost of credit, partially offset by lower expenses. All Other (managed basis) revenues decreased 18%, driven by lower revenues in Corporate/Other and Legacy Franchises (managed basis). Legacy Franchises (managed basis) revenues decreased 6%, mainly due to lower revenues in Asia Consumer (managed basis). Mexico Consumer/SBMM (managed basis) revenues were largely unchanged, as higher revenues driven mainly by higher loan volumes and higher fee revenues were offset by the depreciation of the Mexican peso. Asia Consumer (managed basis) revenues decreased 33%, primarily driven by the closed exits and wind-downs. Corporate/Other revenues decreased to $86 million, compared to $397 million in the prior-year period, largely driven by margin compression on mortgage securities in the investment portfolio that have extended. Expenses decreased 5%, primarily driven by lower expenses from the closed exits and wind-downs, partially offset by a legal reserve. Provisions were $289 million, compared to $199 million in the prior-year period, largely reflecting a net ACL build driven by Mexico Consumer, compared to an ACL release in the prior-year period. Net credit losses of $208 million decreased 12%, primarily driven by the impact from the wind-downs. For additional information on Citi’s ACL, see “Significant Accounting Policies and Significant Estimates” below. For additional information about trends, uncertainties and risks related to All Other’s (managed basis) future results, see “Executive Summary” above and “Managing Global Risk—Other Risks—Country Risk—Russia” below, and “Risk Factors” in Citi’s 2023 Form 10-K. 3Q24 YTD vs. 3Q23 YTD Net loss was $1.4 billion, compared to net income of $159 million in the prior-year period, driven by lower revenues, higher expenses and lower income tax benefits, partially offset by lower cost of credit. All Other (managed basis) revenues decreased 16%, driven by lower revenues in Corporate/Other and Legacy Franchises (managed basis). Legacy Franchises (managed basis) revenues decreased 5%, mainly due to lower revenues in Asia Consumer (managed basis) and Legacy Holdings Assets, partially offset by higher revenues in Mexico Consumer/SBMM (managed basis). Mexico Consumer/SBMM (managed basis) revenues increased 12%, primarily due to higher loan balances in retail banking, cards and SBMM and higher deposits in SBMM. Asia Consumer (managed basis) revenues decreased 47%, primarily driven by the closed exits and wind-downs. Legacy Holdings Assets revenues decreased to $(109) million, compared to $99 million in the prior-year period, primarily due to higher funding costs related to the transfer of the retail banking business in the U.K. Corporate/Other revenues decreased to $896 million, compared to $1.8 billion in the prior-year period, largely driven by higher funding costs. Expenses increased 2%, primarily driven by restructuring charges (see Note 9), the net incremental FDIC special assessment and an aggregate of $136 million of civil money penalties imposed by the FRB and OCC in the second quarter of 2024, partially offset by the closed exits and wind-downs. Provisions were $718 million, compared to $844 million in the prior-year period, largely driven by a lower net ACL build, partially offset by a 6% increase in net credit losses, primarily due to higher lending volumes in Mexico Consumer. CAPITAL RESOURCES For additional information about capital resources, including Citi’s capital management, regulatory capital buffers, the stress testing component of capital planning and current regulatory capital standards and developments, see “Capital Resources” and “Risk Factors” in Citi’s 2023 Form 10-K. During the third quarter of 2024, Citi returned a total of $2.1 billion of capital to common shareholders in the form of dividends and share repurchases. For additional information, see “Unregistered Sales of Equity Securities, Repurchases of Equity Securities and Dividends” below. Citi paid common dividends of $0.56 per share for the third quarter of 2024, and on October 23, 2024, declared common dividends of $0.56 per share for the fourth quarter of 2024. Citi plans to maintain a quarterly common dividend of $0.56 per share, subject to financial and macroeconomic conditions as well as its Board of Directors’ approval. In addition, Citi repurchased approximately $1.0 billion of common shares during the third quarter of 2024. Citi will continue to determine the level of common share repurchases on a quarter-by-quarter basis given the uncertainty regarding future regulatory capital requirements. For additional information, see “Regulatory Capital Standards and Developments” below. Common Equity Tier 1 Capital Ratio Citi’s Common Equity Tier 1 (CET1) Capital ratio under the Basel III Standardized Approach was 13.7% as of September 30, 2024, compared to 13.6% as of June 30, 2024 and 13.4% as of December 31, 2023, relative to a required regulatory CET1 Capital ratio of 12.3% as of such dates under the Standardized Approach. Citi’s CET1 Capital ratio under the Basel III Advanced Approaches was 12.2% as of September 30, 2024 and June 30, 2024, and 12.1% as of December 31, 2023, relative to a required regulatory CET1 Capital ratio of 10.5% as of such dates under the Advanced Approaches framework. Citi’s CET1 Capital ratio increased under the Standardized Approach from June 30, 2024, driven primarily by net income and unrealized gains on available-for-sale securities recognized in AOCI, partially offset by an increase in Standardized Approach RWA, the payment of common and preferred dividends and common share repurchases. The CET1 Capital ratio under the Advanced Approaches framework remained largely unchanged from June 30, 2024, as net income and unrealized gains on available-for-sale securities recognized in AOCI were offset by the payment of common and preferred dividends and common share repurchases, as well as an increase in Advanced Approaches RWA. Citi’s CET1 Capital ratio increased under both the Standardized Approach and Advanced Approaches from year-end 2023, primarily driven by year-to-date net income of $9.8 billion and unrealized gains on available-for-sale securities recognized in AOCI, partially offset by the payment of common and preferred dividends, common share repurchases and an increase in RWA. Stress Capital Buffer In August 2024, the FRB confirmed Citi’s Stress Capital Buffer (SCB) requirement of 4.1%, decreased from 4.3%, for the four-quarter window from October 1, 2024 to September 30, 2025. Accordingly, effective October 1, 2024, Citi’s required regulatory CET1 Capital ratio decreased to 12.1% from 12.3% under the Standardized Approach, incorporating the 4.1% SCB through September 30, 2025 and Citi’s current GSIB surcharge of 3.5%. Citi’s required regulatory CET1 Capital ratio under the Advanced Approaches (using the fixed 2.5% Capital Conservation Buffer) remains unchanged at 10.5%. The SCB applies to Citigroup only; the regulatory capital framework applicable to Citibank, including the Capital Conservation Buffer, is unaffected by Citigroup’s SCB. For additional information regarding regulatory capital buffers, including the SCB and GSIB surcharge, see “Capital Resources—Regulatory Capital Buffers” in Citi’s 2023 Form 10-K. Citigroup’s Capital Resources The following table presents Citi’s required risk-based capital ratios as of September 30, 2024, June 30, 2024 and December 31, 2023: | Line item | Advanced Approaches / September 30,2024 | Advanced Approaches / June 30,2024 | Advanced Approaches / December 31,2023 | Standardized Approach(2) / September 30,2024 | Standardized Approach(2) / June 30,2024 | Standardized Approach(2) / December 31,2023 | | --- | --- | --- | --- | --- | --- | --- | | CET1 Capital ratio(1) | 10.5% | 10.5% | 10.5% | 12.3% | 12.3% | 12.3% | | Tier 1 Capital ratio(1) | 12.0 | 12.0 | 12.0 | 13.8 | 13.8 | 13.8 | | Total Capital ratio(1) | 14.0 | 14.0 | 14.0 | 15.8 | 15.8 | 15.8 | (1) Citi’s required risk-based capital ratios included the 2.5% Capital Conservation Buffer and 3.5% GSIB surcharge under the Advanced Approaches, and the 4.3% SCB and 3.5% GSIB surcharge under the Standardized Approach (all of which must be composed of CET1 Capital). These requirements were applicable through September 30, 2024. See “Stress Capital Buffer” above for more information. (2) Effective October 1, 2024, Citi’s required regulatory CET1 Capital ratio decreased from 12.3% to 12.1% under the Standardized Approach, incorporating the SCB of 4.1% and its current GSIB surcharge of 3.5%. The following tables present Citi’s capital components and ratios as of September 30, 2024, June 30, 2024 and December 31, 2023: | In millions of dollars, except ratios | Advanced Approaches / September 30,2024 | Advanced Approaches / June 30,2024 | Advanced Approaches / December 31,2023 | Standardized Approach / September 30,2024 | Standardized Approach / June 30,2024 | Standardized Approach / December 31,2023 | | --- | --- | --- | --- | --- | --- | --- | | CET1 Capital(1) | $158,106 | $154,357 | $153,595 | $158,106 | $154,357 | $153,595 | | Tier 1 Capital(1) | 175,788 | 173,783 | 172,504 | 175,788 | 173,783 | 172,504 | | Total Capital (Tier 1 Capital + Tier 2 Capital)(1) | 197,784 | 195,494 | 191,919 | 206,434 | 204,204 | 201,768 | | Total Risk-Weighted Assets | 1,300,152 | 1,268,878 | 1,268,723 | 1,153,150 | 1,135,750 | 1,148,608 | | Credit Risk(1) | $918,595 | $907,266 | $910,226 | $1,085,499 | $1,080,960 | $1,087,019 | | Market Risk | 67,269 | 54,196 | 61,194 | 67,651 | 54,790 | 61,589 | | Operational Risk | 314,288 | 307,416 | 297,303 | — | — | — | | CET1 Capital ratio(2) | 12.16% | 12.16% | 12.11% | 13.71% | 13.59% | 13.37% | | Tier 1 Capital ratio(2) | 13.52 | 13.70 | 13.60 | 15.24 | 15.30 | 15.02 | | Total Capital ratio(2) | 15.21 | 15.41 | 15.13 | 17.90 | 17.98 | 17.57 | | In millions of dollars, except ratios | Required Capital Ratios | September 30, 2024 | June 30, 2024 | December 31, 2023 | | --- | --- | --- | --- | --- | | Quarterly Adjusted Average Total Assets(1)(3) | | $2,455,486 | $2,419,126 | $2,394,272 | | Total Leverage Exposure(1)(4) | | 3,005,709 | 2,949,534 | 2,964,954 | | Leverage ratio | 4.0% | 7.16% | 7.18% | 7.20% | | Supplementary Leverage ratio | 5.0 | 5.85 | 5.89 | 5.82 | (1) Citi’s regulatory capital ratios and components reflect certain deferrals based on the modified regulatory capital transition provision related to the current expected credit losses (CECL) standard. See “Capital Resources—Regulatory Capital Treatment—Modified Transition of the Current Expected Credit Losses Methodology” in Citi’s 2023 Form 10-K. (2) Citi’s binding CET1 Capital and Tier 1 Capital ratios were derived under the Basel III Standardized Approach, whereas Citi’s binding Total Capital ratio was derived under the Basel III Advanced Approaches framework for all periods presented. As of September 30, 2024, the Total Capital ratio under the Basel III Advanced Approaches framework became the most binding ratio. In prior quarters, the Common Equity Tier 1 Capital ratio under the Basel III Standardized Approach was the most binding ratio. (3) Leverage ratio denominator. Represents quarterly average total assets less amounts deducted from Tier 1 Capital. (4) Supplementary Leverage ratio denominator. As indicated in the table above, Citigroup’s capital ratios at September 30, 2024 were in excess of the regulatory capital requirements under the U.S. Basel III rules. In addition, Citi was “well capitalized” under current federal bank regulatory agencies definitions as of September 30, 2024. Components of Citigroup Capital | In millions of dollars | September 30,2024 | December 31,2023 | | --- | --- | --- | | CET1 Capital | | | | Citigroup common stockholders’ equity(1) | $192,796 | $187,937 | | Add: Qualifying noncontrolling interests | 168 | 153 | | Regulatory capital adjustments and deductions: | | | | Add: CECL transition provision(2) | 757 | 1,514 | | Less: Accumulated net unrealized gains (losses) on cash flow hedges, net of tax | (773) | (1,406) | | Less: Cumulative unrealized net gain (loss) related to changes in fair value of financial liabilities attributable to own creditworthiness, net of tax | (906) | (410) | | Less: Intangible assets: | | | | Goodwill, net of related DTLs(3) | 18,397 | 18,778 | | Identifiable intangible assets other than MSRs, net of related DTLs | 3,061 | 3,349 | | Less: Defined benefit pension plan net assets and other | 1,447 | 1,317 | | Less: DTAs arising from net operating loss, foreign tax credit and general business credit carry-forwards(4) | 11,318 | 12,075 | | Less: Excess over 10%/15% limitations for other DTAs, certain common stock investments and MSRs(4)(5) | 3,071 | 2,306 | | Total CET1 Capital (Standardized Approach and Advanced Approaches) | $158,106 | $153,595 | | Additional Tier 1 Capital | | | | Qualifying noncumulative perpetual preferred stock(1) | $16,287 | $17,516 | | Qualifying trust preferred securities(6) | 1,420 | 1,413 | | Qualifying noncontrolling interests | 32 | 29 | | Regulatory capital deductions: | | | | Less: Other | 57 | 49 | | Total Additional Tier 1 Capital (Standardized Approach and Advanced Approaches) | $17,682 | $18,909 | | Total Tier 1 Capital (CET1 Capital + Additional Tier 1 Capital) (Standardized Approach and Advanced Approaches) | $175,788 | $172,504 | | Tier 2 Capital | | | | Qualifying subordinated debt | $17,543 | $16,137 | | Qualifying noncontrolling interests | 41 | 37 | | Eligible allowance for credit losses(2)(7) | 13,710 | 13,703 | | Regulatory capital deduction: | | | | Less: Other | 648 | 613 | | Total Tier 2 Capital (Standardized Approach) | $30,646 | $29,264 | | Total Capital (Tier 1 Capital + Tier 2 Capital) (Standardized Approach) | $206,434 | $201,768 | | Adjustment for excess of eligible credit reserves over expected credit losses(2)(7) | $(8,650) | $(9,849) | | Total Tier 2 Capital (Advanced Approaches) | $21,996 | $19,415 | | Total Capital (Tier 1 Capital + Tier 2 Capital) (Advanced Approaches) | $197,784 | $191,919 | (1) Issuance costs of $63 million and $84 million related to outstanding noncumulative perpetual preferred stock at September 30, 2024 and December 31, 2023, respectively, were excluded from common stockholders’ equity and netted against such preferred stock in accordance with FRB regulatory reporting requirements, which differ from those under U.S. GAAP. (2) Citi’s regulatory capital ratios and components reflect certain deferrals based on the modified regulatory capital transition provision related to the CECL standard. See “Capital Resources—Regulatory Capital Treatment—Modified Transition of the Current Expected Credit Losses Methodology” in Citi’s 2023 Form 10-K. (3) Includes goodwill “embedded” in the valuation of significant common stock investments in unconsolidated financial institutions. (4) Of Citi’s $30.0 billion of net DTAs at September 30, 2024, $11.3 billion of net DTAs arising from net operating loss, foreign tax credit and general business credit tax carry-forwards, as well as $3.1 billion of DTAs arising from temporary differences that exceeded 10%/15% limitations, were excluded from Citi’s CET1 Capital as of September 30, 2024. DTAs arising from net operating loss, foreign tax credit and general business credit tax carry-forwards are required to be entirely deducted from CET1 Capital under the U.S. Basel III rules. DTAs arising from temporary differences are required to be deducted from capital only if they exceed 10%/15% limitations under the U.S. Basel III rules. Footnotes continue on the following page. (5) Assets subject to 10%/15% limitations include MSRs, DTAs arising from temporary differences and significant common stock investments in unconsolidated financial institutions. At September 30, 2024 and December 31, 2023, this deduction related only to DTAs arising from temporary differences that exceeded the 10% limitation. (6) Represents Citigroup Capital XIII trust preferred securities, which are permanently grandfathered as Tier 1 Capital under the U.S. Basel III rules. (7) Under the Standardized Approach, the allowance for credit losses is eligible for inclusion in Tier 2 Capital up to 1.25% of credit risk-weighted assets, with any excess allowance for credit losses being deducted in arriving at credit risk-weighted assets, which differs from the Advanced Approaches framework, in which eligible credit reserves that exceed expected credit losses are eligible for inclusion in Tier 2 Capital to the extent that the excess reserves do not exceed 0.6% of credit risk-weighted assets. The total amount of eligible credit reserves in excess of expected credit losses that were eligible for inclusion in Tier 2 Capital, subject to limitation, under the Advanced Approaches framework were $5.1 billion and $3.9 billion at September 30, 2024 and December 31, 2023, respectively. Citigroup Capital Rollforward | In millions of dollars | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2024 | | --- | --- | --- | | CET1 Capital, beginning of period | $154,357 | $153,595 | | Net income | 3,238 | 9,826 | | Common and preferred dividends declared | (1,366) | (3,940) | | Treasury stock | (998) | (602) | | Common stock and additional paid-in capital | 174 | (7) | | CTA net of hedges, net of tax | 417 | (2,270) | | Unrealized gains (losses) on debt securities AFS, net of tax | 1,334 | 1,396 | | Defined benefit plans liability adjustment, net of tax | 49 | 305 | | Adjustment related to change in fair value of financial liabilities attributable to own creditworthiness, net of tax(1) | (4) | 40 | | Other Accumulated other comprehensive income (loss) (AOCI) | (26) | (5) | | Goodwill, net of related DTLs | (82) | 381 | | Identifiable intangible assets other than MSRs, net of related DTLs | 77 | 288 | | Defined benefit pension plan net assets | (26) | (99) | | DTAs arising from net operating loss, foreign tax credit and general business credit carry-forwards | 377 | 757 | | Excess over 10%/15% limitations for other DTAs, certain common stock investments and MSRs | 581 | (765) | | CECL transition provision | — | (757) | | Other | 4 | (37) | | Net change in CET1 Capital | $3,749 | $4,511 | | CET1 Capital, end of period (Standardized Approach and Advanced Approaches) | $158,106 | $158,106 | | Additional Tier 1 Capital, beginning of period | $19,426 | $18,909 | | Qualifying perpetual preferred stock | (1,740) | (1,229) | | Qualifying trust preferred securities | 2 | 7 | | Other | (6) | (5) | | Net change in Additional Tier 1 Capital | $(1,744) | $(1,227) | | Tier 1 Capital, end of period (Standardized Approach and Advanced Approaches) | $175,788 | $175,788 | | Tier 2 Capital, beginning of period (Standardized Approach) | $30,421 | $29,264 | | Qualifying subordinated debt | 173 | 1,406 | | Eligible allowance for credit losses | 51 | 7 | | Other | 1 | (31) | | Net change in Tier 2 Capital (Standardized Approach) | $225 | $1,382 | | Tier 2 Capital, end of period (Standardized Approach) | $30,646 | $30,646 | | Total Capital, end of period (Standardized Approach) | $206,434 | $206,434 | | Tier 2 Capital, beginning of period (Advanced Approaches) | $21,711 | $19,415 | | Qualifying subordinated debt | 173 | 1,406 | | Excess of eligible credit reserves over expected credit losses | 111 | 1,206 | | Other | 1 | (31) | | Net change in Tier 2 Capital (Advanced Approaches) | $285 | $2,581 | | Tier 2 Capital, end of period (Advanced Approaches) | $21,996 | $21,996 | | Total Capital, end of period (Advanced Approaches) | $197,784 | $197,784 | (1) Includes the changes in Citigroup (own credit) credit valuation adjustments (CVA) attributable to own creditworthiness, net of tax. Citigroup Risk-Weighted Assets Rollforward (Basel III Standardized Approach) | In millions of dollars | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2024 | | --- | --- | --- | | Total Risk-Weighted Assets, beginning of period | $1,135,750 | $1,148,608 | | General credit risk exposures(1) | 5,001 | 823 | | Derivatives(2) | 641 | (2,356) | | Repo-style transactions(3) | (2,026) | 5,821 | | Securitization exposures | (1,064) | 611 | | Equity exposures(4) | (519) | (8,176) | | Other exposures(5) | 2,506 | 1,757 | | Net change in Credit Risk-Weighted Assets | $4,539 | $(1,520) | | Net change in Market Risk-Weighted Assets(6) | $12,861 | $6,062 | | Total Risk-Weighted Assets, end of period | $1,153,150 | $1,153,150 | (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 September 30, 2024, primarily due to an increase in lending exposures and bank deposits. (2) Derivatives decreased during the nine months ended September 30, 2024, mainly driven by changes in exposures. (3) Repo-style transactions include repurchase and reverse repurchase transactions, as well as securities borrowing and securities lending transactions. Repo-style transactions decreased during the three months ended September 30, 2024 and increased during the nine months ended September 30, 2024, both primarily driven by business activities. (4) Equity exposures decreased during the nine months ended September 30, 2024, primarily driven by activities related to the Visa B exchange completed in the second quarter of 2024. (5) Other exposures increased during the three and nine months ended September 30, 2024, mainly due to accounts receivable and other broad-based increases. (6) Market risk increased during the three and nine months ended September 30, 2024, primarily due to model changes, model parameter updates and changes in exposures. Citigroup Risk-Weighted Assets Rollforward (Basel III Advanced Approaches) | In millions of dollars | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2024 | | --- | --- | --- | | Total Risk-Weighted Assets, beginning of period | $1,268,878 | $1,268,723 | | General credit risk exposures(1) | 13,773 | 21,091 | | Derivatives | (81) | (1,407) | | Repo-style transactions(2) | (3,928) | (6,730) | | Securitization exposures | (880) | 679 | | Equity exposures(3) | (372) | (8,504) | | Other exposures(4) | 2,817 | 3,240 | | Net change in Credit Risk-Weighted Assets | $11,329 | $8,369 | | Net change in Market Risk-Weighted Assets(5) | $13,073 | $6,075 | | Net change in Operational Risk-Weighted Assets(6) | $6,872 | $16,985 | | Total Risk-Weighted Assets, end of period | $1,300,152 | $1,300,152 | (1) General credit risk exposures include cash and balances due from depository institutions, securities, and loans and leases. General credit risk exposures increased during the three and nine months ended September 30, 2024, primarily due to an increase in lending exposures and bank deposits. (2) Repo-style transactions include repurchase and reverse repurchase transactions, as well as securities borrowing and securities lending transactions. Repo-style transactions decreased during the three and nine months ended September 30, 2024, primarily driven by business activities. (3) Equity exposures decreased during the nine months ended September 30, 2024, primarily driven by activities related to the Visa B exchange completed in the second quarter of 2024. (4) Other exposures increased during the three and nine months ended September 30, 2024, mainly due to accounts receivable and other broad-based increases. (5) Market risk increased during the three and nine months ended September 30, 2024, primarily due to model changes, model parameter updates and changes in exposures. (6) Operational risk increased during the three months ended September 30, 2024, primarily driven by loss frequency increases, and increased during the nine months ended September 30, 2024, mainly due to both loss frequency and loss severity increases. Supplementary Leverage Ratio The following table presents Citi’s Supplementary Leverage ratio and related components as of September 30, 2024, June 30, 2024 and December 31, 2023: | In millions of dollars, except ratios | September 30, 2024 | June 30, 2024 | December 31, 2023 | | --- | --- | --- | --- | | Tier 1 Capital | $175,788 | $173,783 | $172,504 | | Total Leverage Exposure | | | | | On-balance sheet assets(1)(2) | $2,515,063 | $2,457,399 | $2,432,146 | | Certain off-balance sheet exposures(3) | | | | | Potential future exposure on derivative contracts | 150,462 | 151,155 | 164,148 | | Effective notional of sold credit derivatives, net(4) | 34,420 | 32,488 | 33,817 | | Counterparty credit risk for repo-style transactions(5) | 22,072 | 20,777 | 22,510 | | Other off-balance sheet exposures | 321,043 | 325,988 | 350,207 | | Total of certain off-balance sheet exposures | $527,997 | $530,408 | $570,682 | | Less: Tier 1 Capital deductions | 37,351 | 38,273 | 37,874 | | Total Leverage Exposure | $3,005,709 | $2,949,534 | $2,964,954 | | Supplementary Leverage ratio | 5.85% | 5.89% | 5.82% | (1) Represents the daily average of on-balance sheet assets for the quarter. (2) Citi’s regulatory capital ratios and components reflect certain deferrals based on the modified regulatory capital transition provision related to the CECL standard. See “Capital Resources—Regulatory Capital Treatment—Modified Transition of the Current Expected Credit Losses Methodology” in Citi’s 2023 Form 10-K. (3) Represents the average of certain off-balance sheet exposures calculated as of the last day of each month in the quarter. (4) 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. (5) Repo-style transactions include repurchase and reverse repurchase transactions as well as securities borrowing and securities lending transactions. As presented in the table above, Citigroup’s Supplementary Leverage ratio was 5.8% at September 30, 2024, compared to 5.9% at June 30, 2024 and 5.8% at December 31, 2023. The quarter-over-quarter decrease was primarily driven by an increase in Total Leverage Exposure, net redemption of qualifying perpetual preferred stock, the payment of common and preferred dividends and common share repurchases, partially offset by net income and unrealized gains on available-for-sale securities recognized in AOCI. Capital Resources of Citigroup’s Subsidiary U.S. Depository Institutions Citigroup’s subsidiary U.S. depository institutions are also subject to regulatory capital standards issued by their respective primary bank regulatory agencies, which are similar to the standards of the FRB. The following tables present the capital components and ratios for Citibank, Citi’s primary subsidiary U.S. depository institution, as of September 30, 2024, June 30, 2024 and December 31, 2023: | In millions of dollars, except ratios | Required Capital Ratios(1) | Advanced Approaches / September 30,2024 | Advanced Approaches / June 30,2024 | Advanced Approaches / December 31,2023 | Standardized Approach / September 30,2024 | Standardized Approach / June 30,2024 | Standardized Approach / December 31,2023 | | --- | --- | --- | --- | --- | --- | --- | --- | | CET1 Capital(2) | | $153,533 | $149,176 | $147,109 | $153,533 | $149,176 | $147,109 | | Tier 1 Capital(2) | | 155,665 | 151,305 | 149,238 | 155,665 | 151,305 | 149,238 | | Total Capital (Tier 1 Capital + Tier 2 Capital)(2)(3) | | 167,687 | 163,176 | 160,706 | 175,165 | 170,679 | 168,571 | | Total Risk-Weighted Assets | | 1,101,907 | 1,053,103 | 1,057,194 | 993,917 | 972,719 | 983,960 | | Credit Risk(2) | | $803,333 | $774,672 | $769,940 | $949,115 | $939,488 | $937,319 | | Market Risk | | 44,710 | 33,138 | 46,540 | 44,802 | 33,231 | 46,641 | | Operational Risk | | 253,864 | 245,293 | 240,714 | — | — | — | | CET1 Capital ratio(4)(5) | 7.0% | 13.93% | 14.17% | 13.92% | 15.45% | 15.34% | 14.95% | | Tier 1 Capital ratio(4)(5) | 8.5 | 14.13 | 14.37 | 14.12 | 15.66 | 15.55 | 15.17 | | Total Capital ratio(4)(5) | 10.5 | 15.22 | 15.49 | 15.20 | 17.62 | 17.55 | 17.13 | | In millions of dollars, except ratios | Required Capital Ratios | September 30, 2024 | June 30, 2024 | December 31, 2023 | | --- | --- | --- | --- | --- | | Quarterly Adjusted Average Total Assets(2)(6) | | $1,721,363 | $1,683,770 | $1,666,609 | | Total Leverage Exposure(2)(7) | | 2,185,316 | 2,149,808 | 2,166,334 | | Leverage ratio(5) | 5.0% | 9.04% | 8.99% | 8.95% | | Supplementary Leverage ratio(5) | 6.0 | 7.12 | 7.04 | 6.89 | (1) Citibank’s required risk-based capital ratios are inclusive of the 2.5% Capital Conservation Buffer (all of which must be composed of CET1 Capital). (2) Citibank’s regulatory capital ratios and components reflect certain deferrals based on the modified regulatory capital transition provision related to the CECL standard. See “Capital Resources—Regulatory Capital Treatment—Modified Transition of the Current Expected Credit Losses Methodology” in Citi’s 2023 Form 10-K. (3) Under the Standardized Approach, the allowance for credit losses is eligible for inclusion in Tier 2 Capital up to 1.25% of credit risk-weighted assets, with any excess allowance for credit losses being deducted in arriving at credit risk-weighted assets, which differs from the Advanced Approaches framework, in which eligible credit reserves that exceed expected credit losses are eligible for inclusion in Tier 2 Capital to the extent that the excess reserves do not exceed 0.6% of credit risk-weighted assets. (4) Citibank’s binding CET1 Capital, Tier 1 Capital and Total Capital ratios were derived under the Basel III Advanced Approaches framework for all periods presented. (5) Citibank must maintain required CET1 Capital, Tier 1 Capital, Total Capital and 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 required Supplementary Leverage ratio of 6.0% to be considered “well capitalized.” (6) Leverage ratio denominator. Represents quarterly average total assets less amounts deducted from Tier 1 Capital. (7) Supplementary Leverage ratio denominator. As presented in the table above, Citibank’s capital ratios at September 30, 2024 were in excess of the regulatory capital requirements under the U.S. Basel III rules. In addition, Citibank was “well capitalized” as of September 30, 2024. Citibank’s Supplementary Leverage ratio was 7.1% at September 30, 2024, compared to 7.0% at June 30, 2024 and 6.9% at December 31, 2023. The quarter-over-quarter increase was primarily driven by net income and unrealized gains on available-for-sale securities recognized in AOCI, partially offset by an increase in Total Leverage Exposure and the payment of common and preferred dividends. The ratio increased from the fourth quarter of 2023, primarily driven by year-to-date net income of $10.6 billion, partially offset by the payment of common and preferred dividends and an increase in Total Leverage Exposure. Impact of Changes on Citigroup and Citibank Capital Ratios The following tables present the hypothetical sensitivity of Citigroup’s and Citibank’s capital ratios to changes of $100 million in CET1 Capital, Tier 1 Capital and Total Capital (numerator), and changes of $1 billion in Advanced Approaches and Standardized Approach RWA and quarterly adjusted average total assets, as well as Total Leverage Exposure (denominator), as of September 30, 2024. 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, RWA, 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. | In basis points | CET1 Capital ratio / Impact of$100 millionchange in CET1 Capital | CET1 Capital ratio / Impact of$1 billionchange in RWA | Tier 1 Capital ratio / Impact of$100 millionchange in Tier 1 Capital | Tier 1 Capital ratio / Impact of$1 billionchange in RWA | Total Capital ratio / Impact of$100 millionchange in Total Capital | Total Capital ratio / Impact of$1 billionchange in RWA | | --- | --- | --- | --- | --- | --- | --- | | Citigroup | | | | | | | | Advanced Approaches | 0.8 | 0.9 | 0.8 | 1.0 | 0.8 | 1.2 | | Standardized Approach | 0.9 | 1.2 | 0.9 | 1.3 | 0.9 | 1.6 | | Citibank | | | | | | | | Advanced Approaches | 0.9 | 1.3 | 0.9 | 1.3 | 0.9 | 1.4 | | Standardized Approach | 1.0 | 1.6 | 1.0 | 1.6 | 1.0 | 1.8 | | In basis points | Leverage ratio / Impact of$100 millionchange in Tier 1 Capital | Leverage ratio / Impact of$1 billion change in quarterly adjusted average total assets | Supplementary Leverage ratio / Impact of$100 millionchange in Tier 1 Capital | Supplementary Leverage ratio / Impact of$1 billion change in Total Leverage Exposure | | --- | --- | --- | --- | --- | | Citigroup | 0.4 | 0.3 | 0.3 | 0.2 | | Citibank | 0.6 | 0.5 | 0.5 | 0.3 | Citigroup Broker-Dealer Subsidiaries At September 30, 2024, 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 $17 billion, which exceeded the minimum requirement by $12 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 regulatory capital of $27 billion at September 30, 2024, 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 September 30, 2024. Total Loss-Absorbing Capacity (TLAC) The table below details Citi’s eligible external TLAC and long-term debt (LTD) amounts and ratios, and each TLAC and LTD regulatory requirement, as well as the surplus amount in dollars in excess of each requirement: _September 30, 2024_ | In billions of dollars, except ratios | External TLAC | LTD | | --- | --- | --- | | Total eligible amount | $336 | $148 | | % of Advanced Approaches risk-weighted assets | 25.8% | 11.4% | | Regulatory requirement(1)(2) | 22.5 | 9.5 | | Surplus amount | $43 | $24 | | % of Total Leverage Exposure | 11.2% | 4.9% | | Regulatory requirement | 9.5 | 4.5 | | Surplus amount | $50 | $13 | (1) External TLAC includes method 1 GSIB surcharge of 2.0%. (2) LTD includes method 2 GSIB surcharge of 3.5%. As of September 30, 2024, Citi exceeded each of the TLAC and LTD regulatory requirements, resulting in a $13 billion surplus above its binding TLAC requirement of LTD as a percentage of Total Leverage Exposure. For additional information on Citi’s TLAC-related requirements, see “Capital Resources—Total Loss-Absorbing Capacity (TLAC)” in Citi’s 2023 Form 10-K. Capital Resources (Full Adoption of CECL) The following tables present Citigroup’s and Citibank’s capital components and ratios under a hypothetical scenario where the full impact of CECL is reflected as of September 30, 2024(1): | Line item | Citigroup / Required Capital Ratios, Advanced Approaches | Citigroup / Required Capital Ratios, Standardized Approach | Citigroup / Advanced Approaches | Citigroup / Standardized Approach | Citibank / Required Capital Ratios(2) | Citibank / Advanced Approaches | Citibank / Standardized Approach | | --- | --- | --- | --- | --- | --- | --- | --- | | CET1 Capital ratio | 10.5% | 12.3% | 12.09% | 13.63% | 7.0% | 13.87% | 15.38% | | Tier 1 Capital ratio | 12.0 | 13.8 | 13.45 | 15.17 | 8.5 | 14.06 | 15.59 | | Total Capital ratio | 14.0 | 15.8 | 15.15 | 17.83 | 10.5 | 15.16 | 17.56 | | Line item | Required Capital Ratios | Citigroup | Required Capital Ratios | Citibank | | --- | --- | --- | --- | --- | | Leverage ratio | 4.0% | 7.12 % | 5.0% | 9.00 % | | Supplementary Leverage ratio | 5.0 | 5.81 | 6.0 | 7.09 | (1) The capital effects resulting from adoption of the CECL methodology will be fully reflected in Citi’s regulatory capital as of January 1, 2025. See footnote 2 to the “Components of Citigroup Capital” table above. (2) Citibank’s required capital ratios were the same under the Standardized Approach and the Advanced Approaches framework. Regulatory Capital Standards and Developments Basel III Revisions On July 27, 2023, the U.S. banking agencies issued a notice of proposed rulemaking, known as the Basel III Endgame (capital proposal), that would amend U.S. regulatory capital requirements. Citi continues to monitor developments related to this rulemaking. The capital proposal would maintain the current capital rule’s dual-requirement structure for RWA, but would eliminate the use of internal models to calculate credit risk and operational risk components of RWA. The capital proposal would also replace the current market risk framework with a new standardized methodology and a new models-based methodology for calculating RWA for market risk. Large banking organizations, such as Citi, would be required to calculate their risk-based capital ratios under both the new expanded risk-based approach and the Standardized Approach and use the lower of the two for each risk-based capital ratio for determining the binding constraints. The expanded risk-based approach is designed to align with the international capital standards adopted by the Basel Committee on Banking Supervision (Basel Committee). The Basel Committee finalized the Basel III reforms in December 2017, which included revisions to the methodologies to determine credit, market and operational RWA amounts. If adopted as proposed, the capital proposal’s impact on RWA amounts would also affect several other requirements including TLAC, external long-term debt and the short-term wholesale funding score included in the GSIB surcharge under method 2 (see “GSIB Surcharge” below). The proposal has a three-year transition period that would begin on July 1, 2025. If finalized as proposed, the capital proposal would materially increase Citi’s required regulatory capital. For information about risks related to changes in regulatory capital requirements, see “Risk Factors—Strategic Risks,” “—Operational Risks” and “—Compliance Risks” in Citi’s 2023 Form 10-K. GSIB Surcharge Separately on July 27, 2023, the FRB proposed changes to the GSIB surcharge rule that aim to make it more risk sensitive. Proposed changes include measuring certain systemic indicators on a daily versus quarterly average basis, changing certain of the risk indicators and shortening the time to come into compliance with each year’s surcharge. In addition, the proposal would narrow surcharge bands under method 2 from 50 bps to 10 bps to reduce cliff effects when moving between bands. Long-Term Debt Requirements On August 29, 2023, the FRB issued a notice of proposed rulemaking to amend the TLAC rule to change the haircuts (i.e., the percentage reductions) that are applied to eligible long-term debt. Under the proposed rule, only 50% of eligible long-term debt with a maturity of one year or more but less than two years would count toward the TLAC requirement, instead of the current 100%. These proposed revisions are estimated to decrease the TLAC percentage of Advanced Approaches RWA as well as the TLAC percentage of Total Leverage Exposure. The proposed rule in its current form has no proposed transition period for its implementation and is not expected to be material to Citi. Tangible Common Equity, Book Value Per Share, Tangible Book Value Per Share and Return on Equity Tangible common equity (TCE), as defined by Citi, represents common stockholders’ equity less goodwill and identifiable intangible assets (other than mortgage servicing rights (MSRs)). Return on tangible common equity (RoTCE) represents annualized net income available to common shareholders as a percentage of average TCE. Tangible book value per share (TBVPS) represents average TCE divided by average common shares outstanding. Other companies may calculate these measures differently. TCE, RoTCE and TBVPS are non-GAAP financial measures. | In millions of dollars or shares, except per share amounts | September 30,2024 | December 31,2023 | | --- | --- | --- | | Total Citigroup stockholders’ equity | $209,083 | $205,453 | | Less: Preferred stock | 16,350 | 17,600 | | Common stockholders’ equity | $192,733 | $187,853 | | Less: | | | | Goodwill | 19,691 | 20,098 | | Identifiable intangible assets (other than MSRs) | 3,438 | 3,730 | | Goodwill and identifiable intangible assets (other than MSRs) related to businesses held-for-sale (HFS) | 16 | — | | Tangible common equity (TCE) | $169,588 | $164,025 | | Common shares outstanding (CSO) | 1,891.3 | 1,903.1 | | Book value per share (common stockholders’ equity/CSO) | $101.91 | $98.71 | | Tangible book value per share (TCE/CSO) | 89.67 | 86.19 | | In millions of dollars | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Net income available to common shareholders | $2,961 | $3,213 | $9,028 | $10,169 | | Average common stockholders’ equity | $191,444 | $189,158 | $189,552 | $187,160 | | Less: | | | | | | Average goodwill | 19,669 | 19,830 | 19,491 | 19,731 | | Average intangible assets (other than MSRs) | 3,478 | 3,853 | 3,580 | 3,865 | | Average goodwill and identifiable intangible assets (other than MSRs) related to businesses HFS | 8 | 148 | 4 | 376 | | Average TCE | $168,289 | $165,327 | $166,477 | $163,188 | | Return on average common stockholders’ equity | 6.2% | 6.7% | 6.4% | 7.3% | | RoTCE | 7.0 | 7.7 | 7.2 | 8.3 | Managing Global Risk Table of Contents | | | | --- | --- | | MANAGING GLOBAL RISK | 44 | | CREDIT RISK(1) | 44 | | Loans | 44 | | Corporate Credit | 45 | | Consumer Credit | 50 | | Additional Consumer and Corporate Credit Details | 56 | | Loans Outstanding | 56 | | Details of Credit Loss Experience | 57 | | Allowance for Credit Losses on Loans (ACLL) | 58 | | Non-Accrual Loans and Assets | 60 | | LIQUIDITY RISK | 63 | | Overview | 63 | | High-Quality Liquid Assets (HQLA) | 64 | | Liquidity Coverage Ratio (LCR) | 64 | | Deposits | 65 | | Long-Term Debt | 66 | | Secured Funding Transactions and Short-Term Borrowings | 68 | | Credit Ratings | 69 | | MARKET RISK(1) | 70 | | Market Risk of Non-Trading Portfolios | 70 | | Market Risk of Trading Portfolios | 80 | | OTHER RISKS | 81 | | Country Risk | 82 | | Russia | 83 | | Ukraine | 85 | | Argentina | 86 | (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 FRB, on Citi’s Investor Relations website. Citi’s Pillar 3 Basel III Advanced Approaches Disclosures on Citi’s Investor Relations website are not incorporated by reference into, and do not form any part of, this Form 10-Q. 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 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 and the key Leadership Principles that support it, as well as Citi’s risk appetite. For more information on managing global risk at Citi, see “Managing Global Risk” in Citi’s 2023 Form 10-K. CREDIT RISK For more 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 2023 Form 10-K. In addition, see Notes 14 and 15. Loans The table below details the average loans, by segment and/or business, and the total Citigroup end-of-period loans for each of the periods indicated: | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | In billions of dollars | 3Q24 | | 2Q24 | | 3Q23 | | | Services | $ | $87 | $ | $82 | $ | $83 | | Markets | 119 | | 119 | | 108 | | | Banking | 88 | | 89 | | 89 | | | USPB | | | | | | | | Branded Cards | $ | $111 | $ | $109 | $ | $103 | | Retail Services | 51 | | 51 | | 50 | | | Retail Banking | 48 | | 46 | | 43 | | | Total USPB | $ | $210 | $ | $206 | $ | $196 | | Wealth | $ | $150 | $ | $150 | $ | $151 | | All Other | $ | $33 | $ | $34 | $ | $35 | | Total Citigroup loans (AVG) | $ | $687 | $ | $680 | $ | $662 | | Total Citigroup loans (EOP) | $ | $689 | $ | $688 | $ | $666 | End-of-period loans increased 3% year-over-year, largely reflecting growth in Branded Cards and Retail Banking in USPB and Markets, and were relatively unchanged sequentially. On an average basis, loans increased 4% year-over-year and 1% sequentially. The year-over-year increase was largely due to growth in USPB, Markets and Services. As of the third quarter of 2024, average loans for: - USPB increased 7% year-over-year, driven by growth in Branded Cards, Retail Banking and Retail Services. - Wealth remained largely unchanged. - Services increased 5% year-over-year, primarily driven by strong demand in TTS for export and agency finance, as well as working capital loans. - Markets increased 10% year-over-year, largely driven by asset-backed lending in spread products, as well as margin loans in Equities. - Banking decreased 1% year-over-year, primarily driven by regulatory capital optimization efforts. CORPORATE CREDIT The following table details Citi’s corporate credit portfolio across Services, Markets, Banking and the Mexico SBMM component of All Other—Legacy Franchises (excluding loans carried at fair value and loans held-for-sale), and before consideration of collateral or hedges, by remaining tenor for the periods indicated: | In billions of dollars | September 30, 2024 / Duewithin1 year | September 30, 2024 / Greaterthan 1 yearbut within5 years | September 30, 2024 / Greaterthan5 years | September 30, 2024 / Totalexposure | June 30, 2024 / Duewithin1 year | June 30, 2024 / Greaterthan 1 yearbut within5 years | June 30, 2024 / Greaterthan5 years | June 30, 2024 / Totalexposure | December 31, 2023 / Duewithin1 year | December 31, 2023 / Greaterthan 1 yearbut within5 years | December 31, 2023 / Greaterthan5 years | December 31, 2023 / Totalexposure | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Direct outstandings (on-balance sheet)(1) | $137 | $118 | $37 | $292 | $136 | $118 | $39 | $293 | $132 | $122 | $39 | $293 | | Unfunded lending commitments (off-balance sheet)(2) | 132 | 285 | 25 | 442 | 134 | 270 | 23 | 427 | 134 | 268 | 18 | 420 | | Total exposure | $269 | $403 | $62 | $734 | $270 | $388 | $62 | $720 | $266 | $390 | $57 | $713 | (1) Includes drawn loans, overdrafts, bankers’ acceptances and leases. (2) Includes unused commitments to lend, letters of credit and financial guarantees. Portfolio Mix—Geography and Counterparty Citi’s corporate credit portfolio is diverse across geography and counterparty. The following table presents the percentage of this portfolio across North America and the clusters within International, based on Citi’s internal management geography: | Line item | September 30,2024 | June 30, 2024 | December 31,2023 | | --- | --- | --- | --- | | North America | 57% | 57% | 56% | | International | 43 | 43 | 44 | | Total | 100% | 100% | 100% | | International by cluster | (percentages are based on total Citi) | | | | United Kingdom | 11% | 12% | 11% | | Japan, Asia North and Australia (JANA) | 7 | 7 | 7 | | LATAM | 6 | 6 | 8 | | Asia South | 5 | 5 | 5 | | Europe | 11 | 11 | 11 | | Middle East and Africa (MEA) | 3 | 3 | 3 | The maintenance of accurate and consistent risk ratings across the corporate credit portfolio facilitates the comparison of credit exposure across all lines of business, geographies and products. Counterparty risk ratings reflect an estimated probability of default for a counterparty, and internal risk ratings are derived by leveraging validated statistical models and scorecards 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 ratings that generally correspond to BBB and above are considered investment grade, while those below are considered non-investment grade. The following table presents the corporate credit portfolio by facility risk rating as a percentage of the total corporate credit portfolio: | Line item | Total exposure / September 30,2024 | Total exposure / June 30,2024 | Total exposure / December 31,2023 | | --- | --- | --- | --- | | AAA/AA/A | 49% | 49% | 50% | | BBB | 33 | 33 | 33 | | BB/B | 17 | 17 | 16 | | CCC or below | 1 | 1 | 1 | | Total | 100% | 100% | 100% | Note: Total exposure includes direct outstandings and unfunded lending commitments. In addition to the obligor and facility risk ratings assigned to all exposures, Citi may classify exposures in the corporate credit portfolio. These classifications are consistent with Citi’s interpretation of the U.S. banking regulators’ definition of criticized exposures, which may categorize exposures as special mention, substandard, doubtful or loss. Risk ratings and classifications are reviewed regularly and adjusted as appropriate. The credit review process incorporates quantitative and qualitative factors, including financial and non-financial disclosures or metrics, idiosyncratic events or changes to the competitive, regulatory or macroeconomic environment. Citi believes the corporate credit portfolio to be appropriately rated and classified as of September 30, 2024. Citi has applied management judgment to adjust internal ratings and classifications of exposures as both the macroeconomic environment and obligor-specific factors have changed, particularly where additional stress has been observed. As obligor risk ratings are downgraded, the probability of default increases. Downgrades of obligor risk ratings tend to result in a higher provision for credit losses. In addition, appetite per obligor is reduced consistent with the ratings, and downgrades may result in the purchase of additional credit derivatives or other risk/structural mitigants to hedge the incremental credit risk, or may result in Citi seeking to reduce exposure to an obligor or an industry sector. Citi will continue to review exposures to ensure that the appropriate probability of default is incorporated into all risk assessments. See Note 14 for additional information on Citi’s corporate credit portfolio. Portfolio Mix—Industry Citi’s corporate credit portfolio is diversified by industry. The following table details the allocation of Citi’s total corporate credit portfolio by industry: | Line item | Total exposure / September 30,2024 | Total exposure / June 30,2024 | Total exposure / December 31,2023 | | --- | --- | --- | --- | | Transportation and industrials | 20% | 20% | 21% | | Technology, media and telecom | 12 | 12 | 12 | | Consumer retail | 12 | 11 | 11 | | Banks and finance companies(1) | 11 | 12 | 12 | | Real estate | 10 | 10 | 10 | | Commercial | 7 | 7 | 8 | | Residential | 3 | 3 | 2 | | Power, chemicals, metals and mining | 8 | 9 | 8 | | Energy and commodities | 6 | 7 | 7 | | Health | 5 | 5 | 5 | | Insurance | 5 | 4 | 4 | | Public sector | 4 | 3 | 3 | | Asset managers and funds | 3 | 3 | 3 | | Financial markets infrastructure | 3 | 3 | 3 | | Other industries | 1 | 1 | 1 | | Total | 100% | 100% | 100% | (1) As of the periods in the table, Citi had less than 1% exposure to securities firms. See corporate credit portfolio by industry, below. The following table details Citi’s corporate credit portfolio by industry as of September 30, 2024: | Line item | Non-investment grade | Selected metrics | | --- | --- | --- | | Investment grade | Criticized non-performing(2) | Credit derivative hedges(3) | | $$$$113,318 | $$$$$$$258 | $$$(7,984) | | 43,049 | 23 | (2,439) | | 19,778 | 110 | (1,248) | | 50,491 | 125 | (4,297) | | 69,235 | 201 | (6,612) | | 66,590 | 122 | (5,624) | | 74,004 | 59 | (738) | | 61,123 | 470 | (785) | | 43,088 | 470 | (785) | | 18,035 | — | — | | 46,182 | 169 | (5,603) | | 21,736 | 118 | (2,580) | | 14,815 | 40 | (2,160) | | 9,631 | 11 | (863) | | 35,885 | 100 | (3,317) | | 29,816 | 21 | (3,591) | | 33,458 | — | (4,593) | | 22,566 | 10 | (728) | | 22,499 | — | (32) | | 18,457 | 21 | (120) | | 1,618 | — | (19) | | 2,890 | 44 | (3) | | $$$$597,641 | $$$$$$$1,475 | $$$(39,749) | (1) Funded excludes loans carried at fair value of $7.8 billion at September 30, 2024. (2) Includes non-accrual loan exposures and related criticized unfunded exposures. (3) Represents the amount of purchased credit protection in the form of derivatives to economically hedge funded and unfunded exposures. Of the $39.7 billion of purchased credit protection, $36.4 billion represents the total notional amount of purchased credit derivatives on individual reference entities. The remaining $3.4 billion represents the first loss tranche of portfolios of purchased credit derivatives with a total notional amount of $26.1 billion, where the protection seller absorbs the first loss on the referenced loan portfolios. (4) 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 $17.8 billion ($9.5 billion of which was funded exposure with 100% rated investment grade) as of September 30, 2024. (5) 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 industrials sector (e.g., off-shore drilling entities) included in the table above. As of September 30, 2024, Citi’s total exposure to these energy-related entities was approximately $4.8 billion, of which approximately $2.3 billion consisted of direct outstanding funded loans. (6) Includes $0.9 billion and $0.1 billion of funded and unfunded exposure at September 30, 2024, respectively, primarily related to commercial credit card delinquency-managed loans. Exposure to Commercial Real Estate As of September 30, 2024, Citi’s total credit exposure to commercial real estate (CRE) was $64 billion (largely unchanged from June 30, 2024), including $6 billion of exposure related to office buildings. This total CRE exposure consisted of approximately $54 billion related to corporate clients, included in the real estate category in the table above, and approximately $10 billion related to Wealth clients that is not in the table above as they are not considered corporate exposures. In addition, as of September 30, 2024, approximately 79% of Citi’s total CRE exposure was rated investment grade and more than 76% was to borrowers in the U.S. As of September 30, 2024, the ACLL attributed to the total funded CRE exposure (including Wealth) was approximately 1.62%, and there were $391 million of non-accrual CRE loans. The following table details Citi’s corporate credit portfolio by industry as of December 31, 2023: | Line item | Non-investment grade | Selected metrics | | --- | --- | --- | | Investment grade | Criticized non-performing(2) | Credit derivative hedges(3) | | $$$$118,380 | $$$$$$$235 | $$$(7,060) | | 43,008 | 60 | (2,304) | | 21,223 | 65 | (1,185) | | 54,149 | 110 | (3,571) | | 67,077 | 483 | (5,546) | | 74,364 | 103 | (638) | | 63,017 | 181 | (5,360) | | 61,226 | 915 | (608) | | 43,340 | 859 | (608) | | 17,886 | 56 | — | | 46,551 | 227 | (4,884) | | 20,967 | 159 | (2,280) | | 16,418 | 44 | (2,019) | | 9,166 | 24 | (585) | | 40,081 | 138 | (3,090) | | 30,099 | 162 | (3,023) | | 25,580 | — | (4,516) | | 21,845 | 13 | (1,092) | | 17,826 | 20 | (65) | | 18,705 | — | (7) | | 870 | — | (2) | | 5,079 | 27 | (6) | | $$$$590,700 | $$$$$$$2,504 | $$$(35,897) | (1) Funded excludes loans carried at fair value of $7.3 billion at December 31, 2023. (2) Includes non-accrual loan exposures and related criticized unfunded exposures. (3) Represents the amount of purchased credit protection in the form of derivatives to economically hedge funded and unfunded exposures. Of the $35.9 billion of purchased credit protection, $33.7 billion represents the total notional amount of purchased credit derivatives on individual reference entities. The remaining $2.2 billion represents the first loss tranche of portfolios of purchased credit derivatives with a total notional amount of $16.7 billion, where the protection seller absorbs the first loss on the referenced loan portfolios. (4) 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 $16.9 billion ($10.6 billion of which was funded exposure with 100% rated investment grade) as of December 31, 2023. (5) 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 industrials sector (e.g., off-shore drilling entities) included in the table above. As of December 31, 2023, Citi’s total exposure to these energy-related entities was approximately $4.9 billion, of which approximately $2.5 billion consisted of direct outstanding funded loans. (6) Includes $0.6 billion and $0.1 billion of funded and unfunded exposure at December 31, 2023, respectively, primarily related to commercial credit card delinquency-managed loans. Credit Risk Mitigation As part of its overall risk management activities, Citigroup uses credit derivatives, both partial and full term, and other risk mitigants to economically hedge portions of the credit risk in its corporate credit portfolio, in addition to outright asset sales. In advance of the expiration of partial-term economic 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 September 30, 2024, June 30, 2024 and December 31, 2023, Banking had economic hedges on the corporate credit portfolio of $39.7 billion, $39.7 billion and $35.9 billion, respectively. Citi’s expected credit loss model used in the calculation of its ACL 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 Banking corporate credit portfolio exposures with the following risk rating distribution: Rating of Hedged Exposure | Line item | September 30,2024 | June 30,2024 | December 31,2023 | | --- | --- | --- | --- | | AAA/AA/A | 44% | 44% | 45% | | BBB | 47 | 47 | 44 | | BB/B | 8 | 8 | 10 | | CCC or below | 1 | 1 | 1 | | Total | 100% | 100% | 100% | CONSUMER CREDIT Consumer Credit Portfolio The following table presents Citi’s quarterly end-of-period consumer loans(1): | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | In billions of dollars | 3Q23 | | 4Q23 | | 1Q24 | | 2Q24 | | 3Q24 | | | USPB | | | | | | | | | | | | Branded Cards | $ | $105.2 | $ | $111.1 | $ | $108.0 | $ | $111.8 | $ | $112.1 | | Retail Services | 50.5 | | 53.6 | | 50.8 | | 51.7 | | 51.6 | | | Retail Banking | 43.1 | | 44.4 | | 45.6 | | 46.2 | | 49.4 | | | Mortgages(2) | 38.8 | | 39.9 | | 41.0 | | 41.4 | | 44.4 | | | Personal, small business and other | 4.3 | | 4.5 | | 4.6 | | 4.8 | | 5.0 | | | Total | $ | $198.8 | $ | $209.1 | $ | $204.4 | $ | $209.7 | $ | $213.1 | | Wealth(3)(4) | | | | | | | | | | | | Mortgages(2) | $ | $88.8 | $ | $89.9 | $ | $90.2 | $ | $92.0 | $ | $91.5 | | Margin lending(5) | 28.7 | | 29.4 | | 27.3 | | 27.6 | | 28.1 | | | Personal, small business and other(6) | 28.4 | | 27.1 | | 26.7 | | 25.9 | | 26.4 | | | Cards | 4.6 | | 5.0 | | 4.7 | | 4.9 | | 5.0 | | | Total | $ | $150.5 | $ | $151.4 | $ | $148.9 | $ | $150.4 | $ | $151.0 | | All Other—Legacy Franchises | | | | | | | | | | | | Mexico Consumer (excludes Mexico SBMM) | $ | $17.8 | $ | $18.7 | $ | $19.6 | $ | $18.2 | $ | $17.4 | | Asia Consumer(7) | 8.0 | | 7.4 | | 6.5 | | 5.6 | | 5.5 | | | Legacy Holdings Assets(8) | 2.6 | | 2.6 | | 2.4 | | 2.2 | | 2.2 | | | Total | $ | $28.4 | $ | $28.7 | $ | $28.5 | $ | $26.0 | $ | $25.1 | | Total consumer loans | $ | $377.7 | $ | $389.2 | $ | $381.8 | $ | $386.1 | $ | $389.2 | (1) End-of-period loans include interest and fees on credit cards. (2) See Note 14 for details on loan-to-value ratios for the portfolios and FICO scores for the U.S. portfolio. (3) Consists of $99.8 billion, $100.9 billion, $100.0 billion, $101.6 billion and $101.1 billion of loans in North America as of September 30, 2024, June 30, 2024, March 31, 2024, December 31, 2023 and September 30, 2023, respectively. For additional information on the credit quality of the Wealth portfolio, see Note 14. (4) Consists of $51.2 billion, $49.5 billion, $48.9 billion, $49.8 billion and $49.4 billion of loans outside North America as of September 30, 2024, June 30, 2024, March 31, 2024, December 31, 2023 and September 30, 2023, respectively. (5) At September 30, 2024, includes approximately $23 billion of classifiably managed loans fully collateralized by eligible financial assets and securities that have experienced very low historical net credit losses. Approximately 67% of the classifiably managed portion of these loans is investment grade. (6) At September 30, 2024, includes approximately $21 billion of classifiably managed loans. Approximately 81% of these loans are fully collateralized (consisting primarily of marketable investment securities, commercial real estate and limited partner capital commitments in private equity) and have experienced very low historical net credit losses. As discussed below, approximately 77% of the classifiably managed portion of these loans is investment grade. (7) Asia Consumer loan balances, reported within All Other—Legacy Franchises, include the four remaining Asia Consumer loan portfolios: Korea, Poland, China (until the completion of the sales of substantially all portfolios in July 2024) and Russia. (8) Primarily consists of certain North America consumer mortgages. For information on changes to Citi’s consumer loans, see “Credit Risk—Loans” above. Consumer Credit Trends U.S. Personal Banking As indicated above, USPB provides credit card products through Branded Cards and Retail Services, and mortgages and home equity, small business and personal consumer loans through Citi’s Retail Banking network. Retail Banking is concentrated in six major U.S. metropolitan areas. USPB also provides mortgages through correspondent channels. As of September 30, 2024, approximately 77% of USPB EOP loans consisted of Branded Cards and Retail Services credit card loans, which generally drives the overall credit performance of USPB, as U.S. cards net credit losses represented approximately 96% of total USPB net credit losses for the third quarter of 2024. As of September 30, 2024, Branded Cards represented 68% of total U.S. cards EOP loans and Retail Services represented 32% of U.S. cards EOP loans. As presented in the chart above, the third quarter of 2024 net credit loss rate in USPB decreased quarter-over-quarter, primarily driven by seasonality, and increased year-over-year, primarily reflecting the continued maturation of multiple cards loan vintages originated in recent years, impacted by unprecedented levels of government stimulus during the pandemic. In addition, the increase was driven by macroeconomic pressures related to the elevated inflationary and interest rate environment impacting both cards portfolios, with lower FICO band customers primarily driving the increase. The 90+ days past due delinquency rate was broadly stable quarter-over-quarter, and increased year-over-year, primarily reflecting the continued maturation of multiple cards loan vintages originated in recent years, impacted by unprecedented levels of government stimulus during the pandemic. In addition, the increase was driven by macroeconomic pressures related to the elevated inflationary and interest rate environment impacting both cards portfolios, with lower FICO band customers primarily driving the increase. Branded Cards USPB’s Branded Cards portfolio includes proprietary and co-branded cards. As presented in the chart above, the third quarter of 2024 net credit loss rate in Branded Cards decreased quarter-over-quarter, primarily driven by seasonality, and increased year-over-year, primarily reflecting the continued maturation of multiple cards loan vintages originated in recent years, impacted by unprecedented levels of government stimulus during the pandemic. In addition, the increase was driven by macroeconomic pressures related to the elevated inflationary and interest rate environment, with lower FICO band customers primarily driving the increase. The 90+ days past due delinquency rate was broadly stable quarter-over-quarter, and increased year-over-year, primarily reflecting the continued maturation of multiple cards loan vintages originated in recent years, impacted by unprecedented levels of government stimulus during the pandemic. In addition, the increase was driven by macroeconomic pressures related to the elevated inflationary and interest rate environment, with lower FICO band customers primarily driving the increase. Retail Services USPB’s Retail Services partners directly with more than 20 retailers and dealers to offer private label and co-branded cards. Retail Services’ target market focuses on select industry segments such as home improvement, specialty retail, consumer electronics and fuel. Retail Services continually evaluates opportunities to add partners within target industries that have strong loyalty, lending or payment programs and growth potential. As presented in the chart above, the third quarter of 2024 net credit loss rate in Retail Services decreased quarter-over-quarter, primarily driven by seasonality, and increased year-over-year, primarily reflecting the continued maturation of multiple cards loan vintages originated in recent years, impacted by unprecedented levels of government stimulus during the pandemic. In addition, the increase was driven by macroeconomic pressures related to the elevated inflationary and interest rate environment, with lower FICO band customers primarily driving the increase. The 90+ days past due delinquency rate increased quarter-over-quarter, primarily driven by seasonality, and increased year-over-year, primarily reflecting the continued maturation of multiple cards loan vintages originated in recent years, impacted by unprecedented levels of government stimulus during the pandemic. In addition, the increase was driven by macroeconomic pressures related to the elevated inflationary and interest rate environment, with lower FICO band customers primarily driving the increase. For additional information on cost of credit, loan delinquency and other information for Citi’s cards portfolios, see each respective business’s results of operations above and Note 14. Retail Banking USPB’s Retail Banking portfolio consists primarily of consumer mortgages (including home equity) and unsecured lending products, such as small business loans and personal loans. The portfolio is generally delinquency managed, where Citi evaluates credit risk based on FICO scores, delinquencies and the value of underlying collateral. The consumer mortgages in this portfolio have historically been extended to high credit quality customers, generally with loan-to-value ratios that are less than or equal to 80% on first and second mortgages. For additional information, see “Loan-to-Value (LTV) Ratios” in Note 14. As presented in the chart above, the third quarter of 2024 net credit loss rate in Retail Banking was unchanged quarter-over-quarter, and increased year-over-year, primarily driven by the growth and seasoning of personal loans. The 90+ days past due delinquency rate was largely unchanged quarter-over-quarter, and decreased year-over-year, primarily driven by lower delinquencies in U.S. mortgages. Wealth As indicated above, Wealth provides consumer mortgages, margin lending, credit cards and other lending products to customer segments that range from affluent to ultra-high net worth through the Private Bank, Wealth at Work and Citigold businesses. These customer segments represent a target market that is characterized by historically low default rates and delinquencies and includes loans that are delinquency managed or classifiably managed. The delinquency-managed portfolio consists primarily of mortgages, margin lending and credit cards. As of September 30, 2024, approximately $44 billion, or 29%, of the portfolios were classifiably managed and primarily consisted of mortgage loans, margin loans, personal and small business loans and other lending programs. These classifiably managed loans are primarily evaluated for credit risk based on their internal risk rating, of which 72% were rated investment grade. While the 90+ days past due delinquency rates shown in the chart above were calculated only for the delinquency-managed portfolio, the net credit loss rates shown were calculated using net credit losses for both the delinquency and classifiably managed portfolios. As presented in the chart above, the third quarter of 2024 net credit loss rate and 90+ days past due delinquency rate in Wealth were broadly stable quarter-over-quarter and year-over-year. The low net credit loss and 90+ days past due delinquency rates continued to reflect the strong credit profiles of the portfolios. Mexico Consumer Mexico Consumer operates in Mexico through Citibanamex and provides credit cards, consumer mortgages and small business and personal loans. Mexico Consumer serves a mass-market segment in Mexico and focuses on developing multiproduct relationships with customers. As presented in the chart above, the third quarter of 2024 net credit loss rate in Mexico Consumer increased quarter-over-quarter, primarily driven by seasonality, and increased year-over-year, primarily driven by the ongoing normalization of loss rates from post-pandemic lows. The 90+ days past due delinquency rate increased quarter-over-quarter and year-over-year, primarily driven by the ongoing normalization from post-pandemic lows. For additional details 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 14. U.S. Cards FICO Distribution The following tables present the current FICO score distributions for Citi’s Branded Cards and Retail Services portfolios based on end-of-period receivables. FICO scores are updated as they become available. Branded Cards | FICO distribution(1) | September 30, 2024 | June 30, 2024 | September 30, 2023 | | --- | --- | --- | --- | | ≥ 740 | 55% | 57% | 57% | | 660–739 | 34 | 33 | 33 | | < 660 | 11 | 10 | 10 | | Total | 100% | 100% | 100% | Retail Services | FICO distribution(1) | September 30, 2024 | June 30, 2024 | September 30, 2023 | | --- | --- | --- | --- | | ≥ 740 | 34% | 35% | 35% | | 660–739 | 42 | 42 | 42 | | < 660 | 24 | 23 | 23 | | Total | 100% | 100% | 100% | (1) Excludes immaterial balances for Canada and for customers for which no FICO scores are available. The FICO distribution of both cards portfolios declined from the prior quarter and prior year, primarily reflecting the continued maturation of cards loan vintages originated in recent years, impacted by unprecedented levels of government stimulus during the pandemic, as well as macroeconomic pressures related to the elevated inflationary and interest rate environment impacting both cards portfolios. The FICO distribution continued to reflect strong underlying credit quality of the portfolios. See Note 14 for additional information on FICO scores. Additional Consumer Credit Details Consumer Loan Delinquencies Amounts and Ratios | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | EOPloans(1) | | 90+ days past due(2) | | | | | | 30–89 days past due(2) | | | | | | | In millions of dollars,except EOP loan amounts in billions | September 30,2024 | | September 30,2024 | | June 30,2024 | | September 30,2023 | | September 30,2024 | | June 30,2024 | | September 30,2023 | | | USPB(3)(4) | | | | | | | | | | | | | | | | Total | $ | $213.1 | $ | $2,679 | $ | $2,609 | $ | $2,207 | $ | $2,596 | $ | $2,372 | $ | $2,327 | | Ratio | | | 1.26 | | 1.25 | | 1.11 | | 1.22 | | 1.13 | | 1.17 | | | Cards(4) | | | | | | | | | | | | | | | | Total | 163.7 | | 2,510 | | 2,445 | | 2,045 | | 2,356 | | 2,119 | | 2,093 | | | Ratio | | | 1.53 | | 1.50 | | 1.31 | | 1.44 | | 1.30 | | 1.34 | | | Branded Cards | 112.1 | | 1,247 | | 1,223 | | 972 | | 1,174 | | 1,055 | | 1,019 | | | Ratio | | | 1.11 | | 1.09 | | 0.92 | | 1.05 | | 0.94 | | 0.97 | | | Retail Services | 51.6 | | 1,263 | | 1,222 | | 1,073 | | 1,182 | | 1,064 | | 1,074 | | | Ratio | | | 2.45 | | 2.36 | | 2.12 | | 2.29 | | 2.06 | | 2.13 | | | Retail Banking(3) | 49.4 | | 169 | | 164 | | 162 | | 240 | | 253 | | 234 | | | Ratio | | | 0.35 | | 0.36 | | 0.38 | | 0.49 | | 0.55 | | 0.55 | | | Wealth delinquency-managed loans(5) | $ | $106.8 | $ | $223 | $ | $228 | $ | $192 | $ | $269 | $ | $262 | $ | $258 | | Ratio | | | 0.21 | | 0.21 | | 0.18 | | 0.25 | | 0.25 | | 0.25 | | | Wealth classifiably managed loans(6) | $ | $44.2 | N/A | | N/A | | N/A | | N/A | | N/A | | N/A | | | All Other | | | | | | | | | | | | | | | | Total | $ | $25.1 | $ | $353 | $ | $361 | $ | $393 | $ | $348 | $ | $337 | $ | $366 | | Ratio | | | 1.42 | | 1.40 | | 1.39 | | 1.40 | | 1.31 | | 1.30 | | | Mexico Consumer | 17.4 | | 238 | | 241 | | 235 | | 255 | | 242 | | 236 | | | Ratio | | | 1.37 | | 1.32 | | 1.32 | | 1.47 | | 1.33 | | 1.33 | | | Asia Consumer(7)(8) | 5.5 | | 25 | | 26 | | 49 | | 34 | | 33 | | 58 | | | Ratio | | | 0.45 | | 0.46 | | 0.61 | | 0.62 | | 0.59 | | 0.73 | | | Legacy Holdings Assets (consumer)(9) | 2.2 | | 90 | | 94 | | 109 | | 59 | | 62 | | 72 | | | Ratio | | | 4.50 | | 4.70 | | 4.54 | | 2.95 | | 3.10 | | 3.00 | | | Total Citigroup consumer | $ | $389.2 | $ | $3,255 | $ | $3,198 | $ | $2,792 | $ | $3,213 | $ | $2,971 | $ | $2,951 | | Ratio | | | 0.95 | | 0.94 | | 0.85 | | 0.93 | | 0.87 | | 0.89 | | (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 and 30–89 days past due and related ratios for Retail Banking exclude loans guaranteed by U.S. government-sponsored agencies since the potential risk of loss predominantly resides with the U.S. government-sponsored agencies. The amounts excluded for loans 90+ days past due and (EOP loans) were $60 million ($0.5 billion), $63 million ($0.5 billion) and $61 million ($0.5 billion) at September 30, 2024, June 30, 2024 and September 30, 2023, respectively. The amounts excluded for loans 30–89 days past due (the 30–89 days past due EOP loans have the same adjustments as the 90+ days past due EOP loans) were $69 million, $75 million and $70 million at September 30, 2024, June 30, 2024 and September 30, 2023, respectively. The EOP loans in the table include the guaranteed loans. (4) The 90+ days past due balances for Branded Cards and Retail Services are generally still accruing interest. Citi’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. (5) Excludes EOP classifiably managed Private Bank loans. These loans are not included in the delinquency numerator, denominator and ratios. (6) These loans are evaluated for non-accrual status and write-off primarily based on their internal risk classification and not solely on their delinquency status, and, therefore, delinquency metrics are excluded from this table. As of September 30, 2024, June 30, 2024 and September 30, 2023, 72%, 75% and 95% of Wealth classifiably managed loans were rated investment grade. For additional information on the credit quality of the Wealth portfolio, including classifiably managed portfolios, see “Consumer Credit Trends” above. (7) Asia Consumer includes delinquencies and loans in Poland and Russia for all periods presented. (8) Citi has entered into agreements to sell certain Asia Consumer banking businesses. Accordingly, the loans of these businesses have been reclassified as HFS in Other assets on the Consolidated Balance Sheet and, hence, the loans and related delinquencies and ratios are not included in this table. The most recent reclassifications commenced as follows: Taiwan and Indonesia in the first quarter of 2022; Taiwan closed in the third quarter of 2023 and Indonesia closed in the fourth quarter of 2023. See Note 2. (9) The 90+ days past due and 30–89 days past due and related ratios exclude U.S. mortgage loans that are primarily related to U.S. mortgages guaranteed by U.S. government-sponsored agencies since the potential risk of loss predominantly resides with the U.S. agencies. The amounts excluded for 90+ days past due and (EOP loans) were $68 million ($0.2 billion), $65 million ($0.2 billion) and $67 million ($0.2 billion) at September 30, 2024, June 30, 2024 and September 30, 2023, respectively. The amounts excluded for loans 30–89 days past due (the 30–89 days past due EOP loans have the same adjustments as the 90+ days past due EOP loans) were $35 million, $42 million and $36 million at September 30, 2024, June 30, 2024 and September 30, 2023, respectively. The EOP loans in the table include the guaranteed loans. N/A Not applicable Consumer Loan Net Credit Losses (NCLs) and Ratios | Line item | Averageloans(1) | Net credit losses(2) | | --- | --- | --- | | In millions of dollars, except average loan amounts in billions | 3Q24 | 3Q23 | | USPB | | | | Total | $210.3 | $$$1,343 | | Ratio | | 2.72%%% | | Cards | | | | Total | 162.3 | 1,280 | | Ratio | | 3.31%%% | | Branded Cards | 111.1 | 707 | | Ratio | | 2.72%%% | | Retail Services | 51.2 | 573 | | Ratio | | 4.53%%% | | Retail Banking | 48.0 | 63 | | Ratio | | 0.59%%% | | Wealth | $150.3 | $$$24 | | Ratio | | 0.06%%% | | All Other—Legacy Franchises (managed basis)(3) | | | | Total | $25.6 | $$$231 | | Ratio | | 3.14%%% | | Mexico Consumer | 17.8 | 186 | | Ratio | | 4.12%%% | | Asia Consumer (managed basis)(3)(4) | 5.6 | 50 | | Ratio | | 2.31%%% | | Legacy Holdings Assets (consumer) | 2.2 | (5) | | Ratio | | (0.73)%%% | | Reconciling Items(3) | | $$$(19) | | Total Citigroup | $386.2 | $$$1,579 | | Ratio | | 1.67%%% | (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) All Other (managed basis) excludes divestiture-related impacts (Reconciling Items) related to (i) Citi’s divestitures of its Asia Consumer businesses and (ii) the planned IPO of Mexico Consumer/SBMM within Legacy Franchises. The Reconciling Items are fully reflected in the various line items in Citi’s Consolidated Statement of Income. See “All Other—Divestiture-Related Impacts (Reconciling Items)” above. (4) Asia Consumer also includes NCLs and average loans in Poland and Russia for all periods presented. ADDITIONAL CONSUMER AND CORPORATE CREDIT DETAILS Loans Outstanding | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 3rd Qtr. | | 2nd Qtr. | | 1st Qtr. | | 4th Qtr. | | 3rd Qtr. | | | In millions of dollars | 2024 | | 2024 | | 2024 | | 2023 | | 2023 | | | Consumer loans | | | | | | | | | | | | In North America offices(1) | | | | | | | | | | | | Residential first mortgages(2) | $ | $114,126 | $ | $112,710 | $ | $110,592 | $ | $108,711 | $ | $106,369 | | Home equity loans(2) | 3,242 | | 3,338 | | 3,439 | | 3,592 | | 3,796 | | | Credit cards | 163,699 | | 163,467 | | 158,806 | | 164,720 | | 155,698 | | | Personal, small business and other | 33,308 | | 33,318 | | 33,966 | | 36,135 | | 36,590 | | | Total | $ | $314,375 | $ | $312,833 | $ | $306,803 | $ | $313,158 | $ | $302,453 | | In offices outside North America(1) | | | | | | | | | | | | Residential mortgages(2) | $ | $25,702 | $ | $25,489 | $ | $25,926 | $ | $26,426 | $ | $26,389 | | Credit cards | 12,930 | | 13,197 | | 13,942 | | 14,233 | | 13,573 | | | Personal, small business and other | 35,474 | | 34,636 | | 35,162 | | 35,380 | | 35,299 | | | Total | $ | $74,106 | $ | $73,322 | $ | $75,030 | $ | $76,039 | $ | $75,261 | | Consumer loans, net of unearned income, excluding portfolio layer cumulative basis adjustments(3) | $ | $388,481 | $ | $386,155 | $ | $381,833 | $ | $389,197 | $ | $377,714 | | Unallocated portfolio layer cumulative basis adjustments | $ | $670 | $ | $(38) | $ | $(74) | $ | — | $ | — | | Consumer loans, net of unearned income(3) | $ | $389,151 | $ | $386,117 | $ | $381,759 | $ | $389,197 | $ | $377,714 | | Corporate loans | | | | | | | | | | | | In North America offices(1) | | | | | | | | | | | | Commercial and industrial | $ | $58,403 | $ | $60,959 | $ | $58,023 | $ | $61,008 | $ | $58,130 | | Financial institutions | 38,796 | | 40,037 | | 38,040 | | 39,393 | | 36,783 | | | Mortgage and real estate(2) | 18,353 | | 17,917 | | 17,839 | | 17,813 | | 17,445 | | | Installment and other | 23,147 | | 22,929 | | 21,259 | | 23,335 | | 23,207 | | | Lease financing | 233 | | 231 | | 229 | | 227 | | 225 | | | Total | $ | $138,932 | $ | $142,073 | $ | $135,390 | $ | $141,776 | $ | $135,790 | | In offices outside North America(1) | | | | | | | | | | | | Commercial and industrial | $ | $98,024 | $ | $96,883 | $ | $93,750 | $ | $93,402 | $ | $95,528 | | Financial institutions | 25,879 | | 27,282 | | 26,647 | | 26,143 | | 23,759 | | | Mortgage and real estate(2) | 7,900 | | 7,347 | | 7,375 | | 7,197 | | 6,481 | | | Installment and other | 25,693 | | 24,342 | | 26,210 | | 27,907 | | 24,407 | | | Lease financing | 41 | | 37 | | 45 | | 48 | | 46 | | | Governments and official institutions | 3,237 | | 3,664 | | 3,405 | | 3,599 | | 2,794 | | | Total | $ | $160,774 | $ | $159,555 | $ | $157,432 | $ | $158,296 | $ | $153,015 | | Corporate loans, net of unearned income, excluding portfolio layer cumulative basis adjustments(4) | $ | $299,706 | $ | $301,628 | $ | $292,822 | $ | $300,072 | $ | $288,805 | | Unallocated portfolio layer cumulative basis adjustments | $ | $65 | $ | $(23) | $ | $(3) | $ | $93 | $ | $(171) | | Corporate loans, net of unearned income(4) | $ | $299,771 | $ | $301,605 | $ | $292,819 | $ | $300,165 | $ | $288,634 | | Total loans—net of unearned income | $ | $688,922 | $ | $687,722 | $ | $674,578 | $ | $689,362 | $ | $666,348 | | Allowance for credit losses on loans (ACLL) | (18,356) | | (18,216) | | (18,296) | | (18,145) | | (17,629) | | | Total loans—net of unearned income and ACLL | $ | $670,566 | $ | $669,506 | $ | $656,282 | $ | $671,217 | $ | $648,719 | | ACLL as a percentage of total loans—net of unearned income(5) | 2.70 | | 2.68 | | 2.75 | | 2.66 | | 2.68 | | | ACLL for consumer loan losses as a percentage of total consumer loans—net of unearned income(5) | 4.05 | | 4.08 | | 4.07 | | 3.97 | | 3.95 | | | ACLL for corporate loan losses as a percentage of total corporate loans—net of unearned income(5) | 0.89 | | 0.85 | | 0.98 | | 0.93 | | 0.97 | | (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 $883 million, $852 million, $828 million, $802 million and $789 million at September 30, 2024, June 30, 2024, March 31, 2024, December 31, 2023 and September 30, 2023, respectively. Unearned income on consumer loans primarily represents loan origination fees, net of certain direct origination costs, that are deferred and recognized as Interest income over the lives of the related loans. (4) Corporate loans include Mexico SBMM loans and are net of unearned income of ($912) million, ($917) million, ($968) million, ($917) million and ($806) million at September 30, 2024, June 30, 2024, March 31, 2024, December 31, 2023 and September 30, 2023, respectively. Unearned income on corporate loans primarily represents loan origination fees, net of certain direct origination costs, that are deferred and recognized as Interest income over the lives of the related loans. (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 | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 3rd Qtr. | | 2nd Qtr. | | 1st Qtr. | | 4th Qtr. | | 3rd Qtr. | | | In millions of dollars | 2024 | | 2024 | | 2024 | | 2023 | | 2023 | | | Allowance for credit losses on loans (ACLL) at beginning of period | $ | $18,216 | $ | $18,296 | $ | $18,145 | $ | $17,629 | $ | $17,496 | | Provision for credit losses on loans (PCLL) | | | | | | | | | | | | Consumer | $ | $2,205 | $ | $2,525 | $ | $2,201 | $ | $2,371 | $ | $1,656 | | Corporate | 177 | | (166) | | 221 | | 101 | | 160 | | | Total | $ | $2,382 | $ | $2,359 | $ | $2,422 | $ | $2,472 | $ | $1,816 | | Gross credit losses on loans | | | | | | | | | | | | Consumer | | | | | | | | | | | | In U.S. offices | $ | $2,210 | $ | $2,282 | $ | $2,190 | $ | $1,886 | $ | $1,611 | | In offices outside the U.S. | 286 | | 304 | | 322 | | 351 | | 317 | | | Corporate | | | | | | | | | | | | In U.S. offices | 81 | | 115 | | 83 | | 106 | | 16 | | | In offices outside the U.S. | 32 | | 14 | | 95 | | 25 | | 56 | | | Total | $ | $2,609 | $ | $2,715 | $ | $2,690 | $ | $2,368 | $ | $2,000 | | Gross recoveries on loans | | | | | | | | | | | | Consumer | | | | | | | | | | | | In U.S. offices | $ | $353 | $ | $354 | $ | $328 | $ | $287 | $ | $274 | | In offices outside the U.S. | 45 | | 57 | | 45 | | 51 | | 75 | | | Corporate | | | | | | | | | | | | In U.S. offices | 22 | | 10 | | 9 | | 12 | | 9 | | | In offices outside the U.S. | 17 | | 11 | | 5 | | 24 | | 5 | | | Total | $ | $437 | $ | $432 | $ | $387 | $ | $374 | $ | $363 | | Net credit losses on loans (NCLs) | | | | | | | | | | | | In U.S. offices | $ | $1,916 | $ | $2,033 | $ | $1,936 | $ | $1,693 | $ | $1,344 | | In offices outside the U.S. | 256 | | 250 | | 367 | | 301 | | 293 | | | Total | $ | $2,172 | $ | $2,283 | $ | $2,303 | $ | $1,994 | $ | $1,637 | | Other—net(1)(2)(3)(4)(5)(6) | $ | $(70) | $ | $(156) | $ | $32 | $ | $38 | $ | $(46) | | Allowance for credit losses on loans (ACLL) at end of period | $ | $18,356 | $ | $18,216 | $ | $18,296 | $ | $18,145 | $ | $17,629 | | ACLL as a percentage of EOP loans(7) | 2.70 | | 2.68 | | 2.75 | | 2.66 | | 2.68 | | | Allowance for credit losses on unfunded lending commitments (ACLUC)(8) | $ | $1,725 | $ | $1,619 | $ | $1,629 | $ | $1,728 | $ | $1,806 | | Total ACLL and ACLUC | $ | $20,081 | $ | $19,835 | $ | $19,925 | $ | $19,873 | $ | $19,435 | | Net consumer credit losses on loans | $ | $2,098 | $ | $2,175 | $ | $2,139 | $ | $1,899 | $ | $1,579 | | As a percentage of average consumer loans | 2.16 | | 2.28 | | 2.25 | | 1.98 | | 1.67 | | | Net corporate credit losses on loans | $ | $74 | $ | $108 | $ | $164 | $ | $95 | $ | $58 | | As a percentage of average corporate loans | 0.10 | | 0.15 | | 0.22 | | 0.13 | | 0.08 | | | ACLL by type at end of period(9) | | | | | | | | | | | | Consumer | $ | $15,765 | $ | $15,732 | $ | $15,524 | $ | $15,431 | $ | $14,912 | | Corporate | 2,591 | | 2,484 | | 2,772 | | 2,714 | | 2,717 | | | Total | $ | $18,356 | $ | $18,216 | $ | $18,296 | $ | $18,145 | $ | $17,629 | (1) 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. (2) The third quarter of 2024 includes approximately $23 million related to an acquired portfolio and a decrease of approximately $93 million related to FX translation. (3) The second quarter of 2024 includes a decrease of approximately $156 million related to FX translation. (4) The first quarter of 2024 includes an increase of approximately $32 million related to FX translation. (5) The fourth quarter of 2023 includes an increase of approximately $38 million related to FX translation. (6) The third quarter of 2023 includes a decrease of approximately $46 million related to FX translation. (7) September 30, 2024, June 30, 2024, March 31, 2024, December 31, 2023 and September 30, 2023 exclude $8.1 billion, $8.5 billion, $8.9 billion, $7.6 billion and $7.4 billion, respectively, of loans that are carried at fair value. (8) Represents additional credit reserves recorded as Other liabilities on the Consolidated Balance Sheet. (9) See “Significant Accounting Policies and Significant Estimates” below. Attribution of the allowance is made for analytical purposes only and 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: _September 30, 2024_ | In billions of dollars | ACLL | EOP loans, net ofunearned income | ACLL as a% of EOP loans(1) | | --- | --- | --- | --- | | Consumer | | | | | North America cards(2) | $13.3 | $163.7 | 8.1% | | North America mortgages(3) | 0.1 | 117.8 | 0.1 | | North America other(3) | 0.7 | 33.3 | 2.1 | | International cards | 0.9 | 12.9 | 7.0 | | International other(3) | 0.8 | 61.1 | 1.3 | | Total(1) | $15.8 | $388.8 | 4.1% | | Corporate(4) | | | | | Commercial and industrial | $1.6 | $154.1 | 1.0% | | Financial institutions | 0.3 | 64.4 | 0.5 | | Mortgage and real estate(4) | 0.6 | 26.3 | 2.3 | | Installment and other | 0.1 | 47.2 | 0.2 | | Total(1) | $2.6 | $292.0 | 0.9% | | Loans at fair value(1) | N/A | $8.1 | N/A | | Total Citigroup | $18.4 | $688.9 | 2.7% | _December 31, 2023_ | In billions of dollars | ACLL | EOP loans, net ofunearned income | ACLL as a% of EOP loans(1) | | --- | --- | --- | --- | | Consumer | | | | | North America cards(2) | $12.6 | $164.7 | 7.7% | | North America mortgages(3) | 0.2 | 112.0 | 0.2 | | North America other(3) | 0.7 | 36.2 | 1.9 | | International cards | 0.9 | 14.2 | 6.3 | | International other(3) | 1.0 | 61.8 | 1.6 | | Total(1) | $15.4 | $388.9 | 4.0% | | Corporate(4) | | | | | Commercial and industrial | $1.7 | $151.5 | 1.1% | | Financial institutions | 0.3 | 65.1 | 0.5 | | Mortgage and real estate(4) | 0.6 | 24.9 | 2.4 | | Installment and other | 0.1 | 51.3 | 0.2 | | Total(1) | $2.7 | $292.9 | 0.9% | | Loans at fair value(1) | N/A | $7.6 | N/A | | Total Citigroup | $18.1 | $689.4 | 2.7% | (1) Excludes loans carried at fair value, since they do not have an ACLL and are excluded from the ACLL ratio calculation. (2) Includes both Branded Cards and Retail Services. As of September 30, 2024, the $13.3 billion of ACLL represented approximately 22 months of coincident net credit loss coverage (based on 3Q24 NCLs). As of September 30, 2024, Branded Cards ACLL as a percentage of EOP loans was 6.5% and Retail Services ACLL as a percentage of EOP loans was 11.7%. As of December 31, 2023, the $12.6 billion of ACLL represented approximately 25 months of coincident net credit loss coverage (based on 4Q23 NCLs). As of December 31, 2023, Branded Cards ACLL as a percentage of EOP loans was 6.0% and Retail Services ACLL as a percentage of EOP loans was 11.1%. (3) Includes residential mortgages, retail loans and personal, small business and other loans, including those extended through the Private Bank network. (4) The above corporate loan classifications are broadly based on the loan’s collateral, purpose and type of borrower, which may be different from the following industry table. For example, commercial and industrial, financial institutions, and installment and other loan classifications include various forms of loans to borrowers across multiple industries, whereas mortgage and real estate includes loans secured primarily by real estate. N/A Not applicable The following table details Citi’s corporate credit ACLL by industry exposure: _September 30, 2024_ | In millions of dollars, except percentages | Funded exposure(1) | ACLL | ACLL as a % of funded exposure | | --- | --- | --- | --- | | Transportation and industrials | $59,492 | $490 | 0.8% | | Banks and finance companies | 52,165 | 148 | 0.3 | | Real estate(2) | 51,500 | 707 | 1.4 | | Commercial | 35,488 | 639 | 1.8 | | Residential | 16,012 | 68 | 0.4 | | Consumer retail | 34,346 | 316 | 0.9 | | Technology, media and telecom | 29,703 | 260 | 0.9 | | Power, chemicals, metals and mining | 19,386 | 256 | 1.3 | | Public sector | 12,921 | 93 | 0.7 | | Energy and commodities | 12,187 | 137 | 1.1 | | Health | 8,634 | 75 | 0.9 | | Asset managers and funds | 5,768 | 26 | 0.5 | | Insurance | 2,402 | 9 | 0.4 | | Securities firms | 662 | 7 | 1.1 | | Financial markets infrastructure | 167 | — | — | | Other industries(3) | 2,637 | 67 | 2.5 | | Total(4) | $291,970 | $2,591 | 0.9% | (1) Funded exposure excludes loans carried at fair value of $7.8 billion that are not subject to ACLL under the CECL standard. (2) As of September 30, 2024, the portion of the ACLL attributed to the total funded CRE exposure (including the Private Bank) was approximately 1.62%. (3) Includes $0.9 billion of funded exposure at September 30, 2024, primarily related to commercial credit card delinquency-managed loans. (4) As of September 30, 2024, the ACLL above reflects coverage of 0.4% of funded investment-grade exposure and 2.4% of funded non-investment-grade exposure. The following table details Citi’s corporate credit ACLL by industry exposure: _December 31, 2023_ | In millions of dollars, except percentages | Funded exposure(1) | ACLL | ACLL as a % of funded exposure | | --- | --- | --- | --- | | Transportation and industrials | $59,917 | $453 | 0.8% | | Banks and finance companies | 52,569 | 179 | 0.3 | | Real estate(2) | 51,660 | 663 | 1.3 | | Commercial | 35,058 | 599 | 1.7 | | Residential | 16,602 | 64 | 0.4 | | Consumer retail | 33,548 | 282 | 0.8 | | Technology, media and telecom | 29,832 | 376 | 1.3 | | Power, chemicals, metals and mining | 19,004 | 270 | 1.4 | | Public sector | 12,621 | 102 | 0.8 | | Energy and commodities | 12,606 | 166 | 1.3 | | Health | 9,135 | 72 | 0.8 | | Asset managers and funds | 4,232 | 36 | 0.9 | | Insurance | 2,390 | 14 | 0.6 | | Securities firms | 734 | 23 | 3.1 | | Financial markets infrastructure | 156 | — | — | | Other industries(3) | 4,480 | 78 | 1.7 | | Total(4) | $292,884 | $2,714 | 0.9% | (1) Funded exposure excludes loans carried at fair value of $7.3 billion that are not subject to ACLL under the CECL standard. (2) As of December 31, 2023, the portion of the ACLL attributed to the total funded CRE exposure (including the Private Bank) was approximately 1.49%. (3) Includes $0.6 billion of funded exposure at December 31, 2023, primarily related to commercial credit card delinquency-managed loans. (4) As of December 31, 2023, the ACLL above reflects coverage of 0.3% of funded investment-grade exposure and 2.9% of funded non-investment-grade exposure. Non-Accrual Loans and Assets For additional information on Citi’s non-accrual loans and assets, see “Non-Accrual Loans and Assets” in Citi’s 2023 Form 10-K. Non-Accrual Loans The table below summarizes Citigroup’s non-accrual loans (NAL) 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. | In millions of dollars | Sept. 30, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sept. 30, 2023 | | --- | --- | --- | --- | --- | --- | | Corporate non-accrual loans by region(1)(2)(3) | | | | | | | North America(4) | $459 | $456 | $874 | $978 | $934 | | International | 485 | 542 | 615 | 904 | 1,041 | | Total | $944 | $998 | $1,489 | $1,882 | $1,975 | | International NAL by cluster | | | | | | | United Kingdom | $62 | $109 | $123 | $268 | $282 | | Japan, Asia North and Australia (JANA) | 24 | 52 | 37 | 70 | 87 | | LATAM | 260 | 276 | 328 | 367 | 407 | | Asia South | 49 | 30 | 35 | 35 | 40 | | Europe | 64 | 45 | 75 | 139 | 170 | | Middle East and Africa (MEA) | 26 | 30 | 17 | 25 | 55 | | Corporate non-accrual loans(1)(2)(3) | | | | | | | Banking | $348 | $462 | $606 | $799 | $953 | | Services | 96 | 30 | 27 | 103 | 94 | | Markets(4) | 390 | 362 | 686 | 791 | 735 | | Mexico SBMM | 110 | 144 | 170 | 189 | 193 | | Total | $944 | $998 | $1,489 | $1,882 | $1,975 | | Consumer non-accrual loans(1) | | | | | | | USPB | $292 | $285 | $290 | $291 | $280 | | Wealth | 284 | 303 | 276 | 288 | 287 | | Mexico Consumer | 415 | 425 | 465 | 479 | 463 | | Asia Consumer(5) | 21 | 22 | 23 | 22 | 25 | | Legacy Holdings Assets (consumer) | 210 | 217 | 227 | 235 | 247 | | Total | $1,222 | $1,252 | $1,281 | $1,315 | $1,302 | | Total non-accrual loans | $2,166 | $2,250 | $2,770 | $3,197 | $3,277 | (1) Corporate loans are placed on non-accrual status based on a review by Citigroup’s risk officers. Corporate non-accrual loans may still be current on interest payments. With limited exceptions, the following practices are applied for consumer loans: consumer loans, excluding credit cards and mortgages, are placed on non-accrual status at 90 days past due and are charged off at 120 days past due; residential mortgage loans are placed on non-accrual status at 90 days past due and written down to net realizable value at 180 days past due. Consistent with industry conventions, Citigroup generally accrues interest on credit card loans until such loans are charged off, which typically occurs at 180 days contractual delinquency. As such, the non-accrual loan disclosures do not include credit card loans. The balances above represent non-accrual loans within Corporate loans and Consumer loans on the Consolidated Balance Sheet. (2) Approximately 64%, 68%, 61%, 50% and 62% of Citi’s corporate non-accrual loans remain current on interest and principal payments at September 30, 2024, June 30, 2024, March 31, 2024, December 31, 2023 and September 30, 2023, respectively. (3) The September 30, 2024 total corporate non-accrual loans represented 0.31% of total corporate loans. (4) The increase at September 30, 2023 was primarily related to two commercial real estate loans. The decrease at June 30, 2024 was primarily related to commercial real estate loans. (5) Asia Consumer includes balances in Poland and Russia for all periods presented. The changes in Citigroup’s non-accrual loans were as follows: | In millions of dollars | Three Months Ended / September 30, 2024 / Corporate | Three Months Ended / September 30, 2024 / Consumer | Three Months Ended / September 30, 2024 / Total | Three Months Ended / September 30, 2023 / Corporate | Three Months Ended / September 30, 2023 / Consumer | Three Months Ended / September 30, 2023 / Total | | --- | --- | --- | --- | --- | --- | --- | | Non-accrual loans at beginning of quarter | $998 | $1,252 | $2,250 | $1,261 | $1,321 | $2,582 | | Additions | 318 | 482 | 800 | 1,013 | 453 | 1,466 | | Sales and transfers to HFS | (45) | (4) | (49) | (52) | (2) | (54) | | Returned to performing | (15) | (57) | (72) | (17) | (71) | (88) | | Paydowns/settlements | (208) | (153) | (361) | (181) | (126) | (307) | | Charge-offs | (103) | (227) | (330) | (45) | (227) | (272) | | Other | (1) | (71) | (72) | (4) | (46) | (50) | | Ending balance | $944 | $1,222 | $2,166 | $1,975 | $1,302 | $3,277 | | | Nine Months Ended | | | Nine Months Ended | | | | | September 30, 2024 | | | September 30, 2023 | | | | In millions of dollars | Corporate | Consumer | Total | Corporate | Consumer | Total | | Non-accrual loans at beginning of year | $1,882 | $1,315 | $3,197 | $1,122 | $1,317 | $2,439 | | Additions | 768 | 1,377 | 2,145 | 1,702 | 1,234 | 2,936 | | Sales and transfers to HFS | (362) | (10) | (372) | (77) | (16) | (93) | | Returned to performing | (261) | (164) | (425) | (106) | (247) | (353) | | Paydowns/settlements | (769) | (409) | (1,178) | (500) | (361) | (861) | | Charge-offs | (310) | (691) | (1,001) | (152) | (615) | (767) | | Other | (4) | (196) | (200) | (14) | (10) | (24) | | Ending balance | $944 | $1,222 | $2,166 | $1,975 | $1,302 | $3,277 | 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: | In millions of dollars | Sept. 30, 2024 | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Sept. 30, 2023 | | --- | --- | --- | --- | --- | --- | | OREO | | | | | | | North America | $13 | $17 | $15 | $17 | $23 | | International(1) | 12 | 10 | 11 | 19 | 14 | | Total OREO | $25 | $27 | $26 | $36 | $37 | | Non-accrual assets | | | | | | | Corporate non-accrual loans | $944 | $998 | $1,489 | $1,882 | $1,975 | | Consumer non-accrual loans | 1,222 | 1,252 | 1,281 | 1,315 | 1,302 | | Non-accrual loans (NAL) | $2,166 | $2,250 | $2,770 | $3,197 | $3,277 | | OREO | 25 | 27 | 26 | 36 | 37 | | Non-accrual assets (NAA) | $2,191 | $2,277 | $2,796 | $3,233 | $3,314 | | NAL as a percentage of total loans | 0.31% | 0.33% | 0.41% | 0.46% | 0.49% | | NAA as a percentage of total assets | 0.09 | 0.09 | 0.11 | 0.13 | 0.14 | | ACLL as a percentage of NAL(2) | 847 | 810 | 661 | 568 | 538 | (1) The International OREO details by cluster are not provided due to the immateriality of such amounts. (2) The ACLL includes the allowance for Citi’s credit card portfolios and purchased credit-deteriorated loans, while the non-accrual loans exclude credit card balances (with the exception of certain international portfolios). This page intentionally left blank. LIQUIDITY RISK For additional information on funding and liquidity at Citi, including objectives and stress testing, see “Liquidity Risk” and “Risk Factors—Liquidity Risks” in Citi’s 2023 Form 10-K. Overview Citi’s liquidity is managed centrally by Corporate Treasury through the Liquidity Risk Management Policy (Policy), which sets forth the minimum requirements for identifying, measuring, monitoring, controlling and reporting liquidity risk, consistent with Citi’s risk appetite in conjunction with local treasurers and with oversight provided by Independent Risk Management and the Citigroup Asset and Liability Committee (ALCO). The Policy establishes the framework for sound management of Citi’s liquidity risk, to facilitate transparency and comparability of liquidity risk-taking activities, and supports Citi’s maintenance of adequate liquidity, including a cushion of unencumbered, high-quality liquid assets, to withstand a range of stress events including those involving the loss or impairment of both unsecured and secured funding sources. Citi’s enterprise-wide liquidity management framework establishes a risk appetite that is expressed as a set of quantitative minimum levels for Citigroup and Citibank, consolidated to maintain liquidity levels above limits for the U.S. Liquidity Coverage ratio (LCR), U.S. Net Stable Funding ratio (NSFR) and Internal Liquidity Stress Tests (ILST). Liquidity concentration risk, which is defined as liquidity risk due to funding concentration to a specific counterparty, industry, product type or maturity, among other categories, is an integral part of Citi’s liquidity management framework and is managed in accordance with established risk appetite limits. For example, product or industry concentration limits consider specific attributes of a product (e.g., wholesale deposits, secured versus unsecured, etc.). Similar requirements applicable to country legal entities, material legal entities (as defined in the public section of Citi’s 2023 resolution plan) or other legal entities are specified in the Liquidity Risk Management Procedures (Procedures). The Procedures provide for liquidity risk management, risk identification, risk appetite, risk limits and triggers, and monitoring including escalation, stress testing, risk reporting, training and review, oversight and approval of key liquidity risk proposals, and analytical tools applicable to the entities within the Procedures’ scope. In addition, the Procedures provide for data governance, roles and responsibilities, and reference to frameworks within Citi’s liquidity management. Liquidity risk in foreign jurisdictions and legal entities is managed as part of Citi’s legal entity liquidity management framework (similar to Citigroup and Citibank), in which legal entities, including those in foreign jurisdictions, are subject to regulatory and internal liquidity stress tests on a standalone basis, managed against legal entity limits set in accordance with Citi’s risk appetite and governed by local governance forums. Citi also has other local governance forums for managing its balance sheet and liquidity at various organizational levels, including material legal entities. Citi’s Chief Risk Officer and Chief Financial Officer co-chair Citigroup’s ALCO, which includes Citi’s Treasurer and other senior executives. The ALCO sets the strategy of the liquidity portfolio and monitors portfolio performance (see “Risk Governance—Board and Executive Management Committees” in Citi’s 2023 Form 10-K). Significant changes to portfolio asset allocations require approval by the ALCO. High-Quality Liquid Assets (HQLA) | In billions of dollars | Citibank / Sept. 30, 2024 | Citibank / Jun. 30, 2024 | Citibank / Sept. 30, 2023 | Citi non-bank and other entities / Sept. 30, 2024 | Citi non-bank and other entities / Jun. 30, 2024 | Citi non-bank and other entities / Sept. 30, 2023 | Total / Sept. 30, 2024 | Total / Jun. 30, 2024 | Total / Sept. 30, 2023 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Available cash | $211.6 | $207.6 | $203.1 | $6.9 | $7.6 | $5.4 | $218.5 | $215.2 | $208.5 | | U.S. sovereign | 205.0 | 216.8 | 134.2 | 43.2 | 47.2 | 79.3 | 248.2 | 264.0 | 213.5 | | U.S. agency/agency MBS | 28.2 | 28.3 | 48.5 | 2.0 | 0.2 | 3.6 | 30.2 | 28.5 | 52.1 | | Foreign government debt(1) | 38.1 | 18.4 | 74.3 | 16.2 | 15.5 | 19.9 | 54.3 | 33.9 | 94.2 | | Other investment grade | — | — | 0.3 | — | — | 0.7 | — | — | 1.0 | | Total HQLA (AVG) | $482.9 | $471.1 | $460.4 | $68.3 | $70.5 | $108.9 | $551.2 | $541.6 | $569.3 | Note: The amounts 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 applicable under the U.S. LCR rule. The table above incorporates various restrictions that could limit the transferability of liquidity between legal entities, including Section 23A of the Federal Reserve Act. Changes in HQLA line categories from the prior-year period were primarily driven by the re-allocation of nontransferable HQLA, which did not change total average HQLA, and thus did not impact Citi’s LCR ratio. (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 Japan, Korea, Mexico, India and Hong Kong. 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 LCR, pursuant to the U.S. LCR rules. These amounts include the HQLA needed to meet the minimum requirements at these entities as well as any amounts in excess of these minimums that are available to be transferred to other entities within Citigroup. Citigroup’s average HQLA increased quarter-over-quarter as of the third quarter of 2024, primarily driven by an increase in non-U.S. sovereign debt. As of September 30, 2024, Citigroup had approximately $959 billion of available liquidity resources to support client and business needs, including end-of-period HQLA ($561 billion); additional unencumbered HQLA, including excess liquidity held at bank entities that is non-transferable to other entities within Citigroup ($252 billion); and unused borrowing capacity from available assets not already accounted for within Citi’s HQLA to support additional advances from the Federal Home Loan Bank (FHLB) and the Federal Reserve Bank discount window ($146 billion). 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 | Sept. 30, 2024 | Jun. 30, 2024 | Sept. 30, 2023 | | --- | --- | --- | --- | | HQLA | $551.2 | $541.6 | $569.3 | | Net outflows | 469.6 | 464.0 | 485.3 | | LCR | 117% | 117% | 117% | | HQLA in excess of net outflows | $81.6 | $77.6 | $84.0 | Note: The amounts are presented on an average basis. As of September 30, 2024, Citigroup’s average LCR was unchanged from the quarter ended June 30, 2024, as Citi’s average HQLA and net outflows increased proportionately. In addition, considering Citi’s total available liquidity resources at quarter end of $959 billion, Citi maintained approximately $489 billion of excess liquidity resources above the stressed average net outflow of approximately $470 billion, presented in the LCR table above. Long-Term Liquidity Measurement: Net Stable Funding Ratio (NSFR) The NSFR is required by a rule promulgated by the U.S. banking agencies and measures the availability of a bank’s stable funding against the required stable funding in accordance with the calculation as defined by the rule. In general, a bank’s available stable funding includes portions of equity, deposits and long-term debt, while its required stable funding will be based on the liquidity characteristics of its assets, derivatives and commitments. Standardized weightings are required to be applied to the various asset and liability classes. The ratio of available stable funding to required stable funding must be greater than 100%. For the quarter ended September 30, 2024, Citigroup’s consolidated NSFR was compliant with the rule. (For additional information, see the Consolidated Citigroup NSFR Disclosure for the quarterly periods ended March 31, 2024 and June 30, 2024, on Citi’s Investor Relations website. The Consolidated Citigroup NSFR Disclosure on Citi’s Investor Relations website is not incorporated by reference into, and does not form any part of, this Form 10-Q). Select Balance Sheet Items This section provides details of select liquidity-related assets and liabilities reported on Citigroup’s Consolidated Balance Sheet. Cash and Investments The table below details average and end-of-period Cash and due from banks, Deposits with banks (collectively cash) and Investment securities. Citi’s investment securities portfolio consists largely of highly liquid U.S. Treasury, U.S. agency and other sovereign bonds, with an aggregate duration of less than three years. At September 30, 2024, Citi’s EOP cash and Investment securities comprised approximately 33% of total assets: | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | In billions of dollars | 3Q24 | | 2Q24 | | 3Q23 | | | Cash and due from banks | $ | $26 | $ | $25 | $ | $27 | | Deposits with banks | 266 | | 251 | | 260 | | | Investment securities | 500 | | 511 | | 509 | | | Total Citigroup cash and investment securities (AVG) | $ | $792 | $ | $787 | $ | $796 | | Total Citigroup cash and investment securities (EOP) | $ | $794 | $ | $754 | $ | $763 | Deposits The table below details the average deposits, by segment and/or business, and the total Citigroup end-of-period deposits for each of the periods indicated: | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | | In billions of dollars | 3Q24 | | 2Q24 | | 3Q23 | | | Services | $ | $825 | $ | $804 | $ | $797 | | TTS | 690 | | 677 | | 677 | | | Securities Services | 135 | | 127 | | 120 | | | Markets(1) | 19 | | 25 | | 23 | | | Banking | 1 | | 1 | | 1 | | | USPB | 85 | | 93 | | 110 | | | Wealth | 316 | | 316 | | 305 | | | All Other—Legacy Franchises | 45 | | 50 | | 56 | | | All Other—Corporate/Other(1) | 20 | | 21 | | 23 | | | Total Citigroup deposits (AVG) | $ | $1,311 | $ | $1,310 | $ | $1,315 | | Total Citigroup deposits (EOP) | $ | $1,310 | $ | $1,278 | $ | $1,274 | (1) During the third quarter of 2024, approximately $9 billion of institutional deposits were moved from Markets to All Other—Corporate/Other. Prior periods were not reclassified. For additional information about the reallocated deposits, see Note 3. Citi’s deposit base is spread across a diversified set of countries, industries, clients and currencies and is subject to Citi’s Liquidity Risk Management Policy and Procedures. End-of-period deposits increased 3% year-over-year, primarily driven by growth in Services, reflecting operating deposit growth. End-of-period deposits increased 2% sequentially, primarily driven by growth in TTS and Securities Services. On an average basis, deposits were largely unchanged both year-over-year and sequentially. In the third quarter of 2024, average deposits for: - Services increased 4% year-over-year, as TTS increased 2% and Securities Services increased 13%. The net increase was primarily attributable to growth in Services operating deposits. - USPB decreased 23% year-over-year, as the transfer of certain relationships and the associated deposits to Wealth more than offset underlying deposit growth. - Wealth increased 4% year-over-year, largely reflecting the transfer of certain relationships and the associated deposits from USPB, partially offset by the shift in deposits to higher-yielding investments on Citi’s platform. - All Other decreased 18% year-over-year, primarily reflecting the continued wind-down of deposits in Legacy Franchises. The majority of Citi’s $1.3 trillion of end-of-period deposits are institutional (approximately $840 billion) and span 90 countries. A large majority of these institutional deposits are within TTS, and of these, approximately 80% are from clients that use all three TTS integrated services: payments and collections, liquidity management and working capital solutions. In addition, nearly 80% of TTS deposits are from clients that have a longer than 15-year relationship with Citi. Citi also has a strong consumer and wealth deposit base, with $401 billion of USPB and Wealth deposits as of the end of the current quarter, which are diversified across the Private Bank, Citigold and Wealth at Work within Wealth, as well as USPB, and across regions and products. As of the end of the current quarter, approximately 66% of U.S. Citigold clients have been with Citi for more than 10 years and approximately 39% of Private Bank ultra-high net worth clients have been with Citi for more than 10 years. In addition, USPB’s deposits are spread across six key metropolitan areas in the U.S. Long-Term Debt Weighted-Average Maturity (WAM) The following table presents Citigroup and its affiliates’ (including Citibank) WAM of unsecured long-term debt issued with a remaining life greater than one year: | WAM in years | Sept. 30, 2024 | Jun. 30, 2024 | Sept. 30, 2023 | | --- | --- | --- | --- | | Unsecured debt | 7.5 | 7.6 | 7.4 | | Non-bank benchmark debt | 7.0 | 7.2 | 7.1 | | Customer-related debt | 8.6 | 8.7 | 8.2 | | TLAC-eligible debt | 8.5 | 8.6 | 8.7 | The WAM is calculated based on the contractual maturity of each security. For securities that are redeemable prior to maturity where the option is not held by the issuer, the WAM is calculated based on the earliest date an option becomes exercisable. Long-Term Debt Outstanding The following table presents Citi’s end-of-period total long-term debt outstanding for each of the dates indicated: | In billions of dollars | Sept. 30, 2024 | Jun. 30, 2024 | Sept. 30, 2023 | | --- | --- | --- | --- | | Non-bank(1) | | | | | Benchmark debt: | | | | | Senior debt | $114.0 | $107.7 | $110.3 | | Subordinated debt | 27.9 | 27.2 | 24.5 | | Trust preferred | 1.6 | 1.6 | 1.6 | | Customer-related debt | 108.8 | 102.3 | 106.4 | | Local country and other(2) | 10.3 | 8.5 | 8.5 | | Total non-bank | $262.6 | $247.3 | $251.3 | | Bank | | | | | FHLB borrowings | $11.5 | $11.5 | $8.5 | | Securitizations(3) | 5.4 | 5.6 | 5.2 | | Citibank benchmark senior debt | 16.9 | 12.8 | 7.6 | | Local country and other(2) | 2.7 | 3.1 | 3.2 | | Total bank | $36.5 | $33.0 | $24.5 | | Total long-term debt | $299.1 | $280.3 | $275.8 | 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) Non-bank includes long-term debt issued to third parties by the parent holding company (Citigroup) and Citi’s non-bank subsidiaries (including broker-dealer subsidiaries) that are consolidated into Citigroup. As of September 30, 2024, non-bank included $91.9 billion of long-term debt issued by Citi’s broker-dealer and other subsidiaries that are consolidated into Citigroup. Certain Citigroup consolidated hedging activities are also included in this line. (2) Local country and other includes debt issued by Citi’s affiliates in support of their local operations. Within non-bank, certain secured financing is also included. (3) Predominantly credit card securitizations, primarily backed by Branded Cards receivables. Citi’s total long-term debt outstanding increased 8% year-over-year, driven by higher debt across almost all categories. Sequentially, long-term debt outstanding increased 7%, largely related to senior benchmark debt at the bank and non-bank entities and customer-related debt issuances at the non-bank entities. As part of its liability management, Citi has considered, and may continue to consider, opportunities to redeem or repurchase its long-term debt pursuant to open market purchases, tender offers or other means. Such redemptions and repurchases help reduce Citi’s overall funding costs. During the third quarter of 2024, Citi redeemed or repurchased an aggregate of $9.9 billion of its outstanding long-term debt. 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: | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 3Q24 | | | | 2Q24 | | | | 3Q23 | | | | | In billions of dollars | Maturities | | Issuances | | Maturities | | Issuances | | Maturities | | Issuances | | | Non-bank | | | | | | | | | | | | | | Benchmark debt: | | | | | | | | | | | | | | Senior debt | $ | $0.1 | $ | $3.0 | $ | $9.0 | $ | $5.7 | $ | — | $ | — | | Subordinated debt | 1.0 | | 1.1 | | — | | — | | — | | — | | | Trust preferred | — | | — | | — | | — | | — | | — | | | Customer-related debt | 14.2 | | 17.8 | | 16.5 | | 13.4 | | 11.6 | | 11.2 | | | Local country and other | 1.3 | | 3.0 | | 1.1 | | 2.3 | | 0.6 | | 1.0 | | | Total non-bank | $ | $16.6 | $ | $24.9 | $ | $26.6 | $ | $21.4 | $ | $12.2 | $ | $12.2 | | Bank | | | | | | | | | | | | | | FHLB borrowings | $ | $1.0 | $ | $1.0 | $ | $1.0 | $ | $1.0 | $ | $1.0 | $ | $2.0 | | Securitizations | 0.2 | | — | | 1.1 | | — | | 0.3 | | — | | | Citibank benchmark senior debt | — | | 4.0 | | — | | 5.0 | | — | | 5.0 | | | Local country and other | 0.5 | | 0.2 | | 0.4 | | 0.3 | | 0.9 | | 0.7 | | | Total bank | $ | $1.7 | $ | $5.2 | $ | $2.5 | $ | $6.3 | $ | $2.2 | $ | $7.7 | | Total | $ | $18.3 | $ | $30.1 | $ | $29.1 | $ | $27.7 | $ | $14.4 | $ | $19.9 | The table below details Citi’s aggregate long-term debt maturities (including repurchases and redemptions) during the nine months of 2024, as well as its aggregate expected remaining long-term debt maturities by year as of September 30, 2024: | Line item | | | Maturities | Maturities | Maturities | Maturities | Maturities | Maturities | Maturities | Maturities | Maturities | Maturities | Maturities | Maturities | Maturities | Maturities | Maturities | Maturities | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | In billions of dollars | 3Q24 YTD | | Remaining2024 | | 2025 | | 2026 | | 2027 | | 2028 | | 2029 | | Thereafter | | Total | | | Non-bank | | | | | | | | | | | | | | | | | | | | Benchmark debt: | | | | | | | | | | | | | | | | | | | | Senior debt | $ | $10.1 | $ | $2.8 | $ | $5.0 | $ | $24.7 | $ | $7.3 | $ | $17.0 | $ | $3.6 | $ | $53.6 | $ | $114.0 | | Subordinated debt | 1.0 | | — | | 5.2 | | 2.4 | | 3.7 | | 2.0 | | — | | 14.6 | | 27.9 | | | Trust preferred | — | | — | | — | | — | | — | | — | | — | | 1.6 | | 1.6 | | | Customer-related debt | 44.2 | | 4.0 | | 21.1 | | 12.0 | | 13.0 | | 7.7 | | 9.1 | | 41.9 | | 108.8 | | | Local country and other | 4.5 | | 0.3 | | 1.9 | | 1.0 | | 1.1 | | 1.0 | | 1.4 | | 3.6 | | 10.3 | | | Total non-bank | $ | $59.8 | $ | $7.1 | $ | $33.2 | $ | $40.1 | $ | $25.1 | $ | $27.7 | $ | $14.1 | $ | $115.3 | $ | $262.6 | | Bank | | | | | | | | | | | | | | | | | | | | FHLB borrowings | $ | $3.0 | $ | $4.0 | $ | $6.5 | $ | $1.0 | $ | — | $ | — | $ | — | $ | — | $ | $11.5 | | Securitizations | 1.3 | | — | | 1.1 | | — | | 1.9 | | — | | 0.8 | | 1.6 | | 5.4 | | | Citibank benchmark senior debt | 2.3 | | 0.3 | | 2.5 | | 8.0 | | — | | 2.5 | | 1.5 | | 2.1 | | 16.9 | | | Local country and other | 1.1 | | 0.4 | | 0.4 | | 0.5 | | 0.2 | | 0.1 | | 1.1 | | — | | 2.7 | | | Total bank | $ | $7.7 | $ | $4.7 | $ | $10.5 | $ | $9.5 | $ | $2.1 | $ | $2.6 | $ | $3.4 | $ | $3.7 | $ | $36.5 | | Total long-term debt | $ | $67.5 | $ | $11.8 | $ | $43.7 | $ | $49.6 | $ | $27.2 | $ | $30.3 | $ | $17.5 | $ | $119.0 | $ | $299.1 | 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 issuances and borrowings from the FHLB and other market participants. Secured Funding Transactions Secured funding is primarily accessed through Citi’s broker-dealer subsidiaries, with a smaller portion executed through Citi’s bank entities to efficiently fund both (i) secured lending activity and (ii) a portion of the securities inventory held in the context of market making and customer activities. Secured funding transactions are predominantly collateralized by government debt securities. Generally, 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 changes in securities inventory. In order to maintain reliable funding under a wide range of market conditions, Citi manages risks related to its secured funding by establishing secured funding limits and conducting daily stress tests that account for risks related to capacity, tenor, haircut, collateral type, counterparty and client actions. Secured funding of $278 billion as of September 30, 2024 increased 8% year-over-year and decreased 9% from the prior quarter, largely driven by additional financing to support increases in trading-related assets within Citi’s broker-dealer subsidiaries. As of the quarter ended September 30, 2024, on an average basis, secured funding was $338 billion. The portion of secured funding in the broker-dealer subsidiaries that funds secured lending is commonly referred to as “matched book” activity and is primarily secured by high-quality liquid securities such as U.S. Treasury securities, U.S. agency securities and foreign government debt securities. Other “matched book” activity 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 assets. As indicated above, the remaining portion of secured funding is used to fund securities inventory held in the context of market making and customer activities. Short-Term Borrowings Citi’s short-term borrowings of $41 billion as of September 30, 2024 decreased 4% year-over-year, as issuances of long-term debt replaced the need for short-term borrowings. Sequentially, short-term borrowings increased 7%, compared to June 30, 2024, driven by additional funding to support client activities (see Note 18 for further information on Citigroup’s and its affiliates’ outstanding short-term borrowings). Credit Ratings The table below presents the ratings for Citigroup and Citibank as of September 30, 2024. While not included in the table below, the long-term and short-term ratings of Citigroup Global Markets Holdings Inc. (CGMHI) were A+/F1 at Fitch Ratings, A2/P-1 at Moody’s Ratings and A/A-1 at S&P Global Ratings as of September 30, 2024. Ratings as of September 30, 2024 Citigroup Inc. Citibank, N.A. Long-term Short-term Outlook Long- term Short- term Outlook Fitch Ratings (Fitch) A F1 Stable A+ F1 Stable Moody’s Ratings (Moody’s) A3 P-2 Stable Aa3 P-1 Stable S&P Global Ratings (S&P) BBB+ A-2 Stable A+ A-1 Stable Potential Impacts of Ratings Downgrades Ratings downgrades by Fitch, Moody’s 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. For additional information on the impact of credit rating changes on Citi and its applicable subsidiaries, see “Risk Factors—Liquidity Risks” and “Credit Ratings” in Citi’s 2023 Form 10-K. Citigroup Inc. and Citibank—Potential Derivative Triggers As of September 30, 2024, 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 $0.1 billion (unchanged from June 30, 2024). 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 September 30, 2024, 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 $0.1 billion (unchanged from June 30, 2024). Other funding sources, such as secured funding transactions and other margin requirements, for which there are no explicit triggers, could also be adversely impacted. In total, as of September 30, 2024, Citi estimates that a one-notch downgrade of Citigroup Inc. and Citibank across all three major rating agencies could result in increased aggregate cash obligations and collateral requirements of approximately $0.2 billion (unchanged from June 30, 2024). As detailed under “High-Quality Liquid Assets (HQLA)” 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. 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. Citibank has provided liquidity commitments to consolidated asset-backed commercial paper conduits, primarily in the form of asset purchase agreements. As of September 30, 2024, Citibank had liquidity commitments of approximately $11.1 billion to consolidated asset-backed commercial paper conduits (compared to $10.8 billion at June 30, 2024) (see Note 21). 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 arises from both Citi’s trading and non-trading portfolios. For additional information on market risk and market risk management at Citi, see “Market Risk—Overview” and “Risk Factors” in Citi’s 2023 Form 10-K. MARKET RISK OF NON-TRADING PORTFOLIOS Market risk from non-trading portfolios stems predominantly from the potential impact of changes in interest rates and foreign exchange rates on Citi’s net interest income and on Citi’s Accumulated other comprehensive income (loss) (AOCI) from its investment securities portfolios. Market risk from non-trading portfolios also includes the potential impact of changes in foreign exchange rates on Citi’s capital invested in foreign currencies. Banking Book Interest Rate Risk For interest rate risk purposes, Citi’s non-trading portfolios are referred to as the Banking Book. Management of interest rate risk in the Banking Book is governed by Citi’s Non-Trading Market Risk Policy. Management’s Asset and Liability Committee (ALCO) establishes Citi’s risk appetite and related limits for interest rate risk in the Banking Book, which are subject to approval by Citigroup’s Board of Directors. Corporate Treasury is responsible for the day-to-day management of Citi’s Banking Book interest rate risk as well as periodically reviewing it with the ALCO. Citi’s Banking Book interest rate risk management is also subject to independent oversight from the second line of defense team reporting to the Chief Risk Officer. Changes in interest rates impact Citi’s net income, AOCI and CET1. These changes primarily affect Citi’s Banking Book through net interest income, due to a variety of risk factors, including: - Differences in timing and amounts of the maturity or repricing of assets, liabilities and off-balance sheet instruments; - Changes in the level and/or shape of interest rate curves; - Client behavior in response to changes in interest rates (e.g., mortgage prepayments, deposit betas); and - Changes in the maturity of instruments resulting from changes in the interest rate environment. As part of their ongoing activities, Citi’s businesses generate interest rate-sensitive positions from their client-facing products, such as loans and deposits. The component of this interest rate risk that can be hedged is transferred via Citi’s funds transfer pricing process to Corporate Treasury. Corporate Treasury uses various tools to manage the total interest rate risk position within the established risk appetite and target Citi’s desired risk profile, including its investment securities portfolio, company-issued debt and interest rate derivatives. In addition, Citi uses multiple metrics to measure its Banking Book interest rate risk. Interest Rate Exposure (IRE) is a key metric that analyzes the impact of a range of scenarios on Citi’s Banking Book net interest income and certain other interest rate-sensitive income versus a base case. IRE does not represent a forecast of Citi’s net interest income. The scenarios, methodologies and assumptions used in this analysis are periodically evaluated and enhanced in response to changes in the market environment, changes in Citi’s balance sheet composition, enhancements in Citi’s modeling and other factors. Citi utilizes the most recent quarter-end balance sheet, assuming no changes to its composition and size over the forecasted horizon (holding the balance sheet static). The forecasts incorporate expectations and assumptions of deposit pricing, loan spreads and mortgage prepayment behavior implied by the interest rate curves in each scenario. The base case scenario reflects the market-implied forward interest rates, and sensitivity scenarios assume instantaneous shocks to the base case. The forecasts do not assume Citi takes any risk-mitigating actions in response to changes in the interest rate environment. Certain interest rates are subject to flooring assumptions in downward rate scenarios. Deposit pricing sensitivities (i.e., deposit betas) are informed by historical and expected behavior. Actual deposit pricing could differ from the assumptions used in these forecasts. Citi’s IRE analysis primarily reflects the impacts from the following Banking Book assets and liabilities: loans, client deposits, Citi’s deposits with other banks, investment securities, long-term debt, any related interest rate hedges and the funds transfer pricing of positions in total trading and credit portfolio value at risk (VAR). It excludes impacts from any positions that are included in total trading and credit portfolio VAR. In addition to IRE, Citi analyzes economic value sensitivity (EVS) as a longer-term interest rate risk metric. EVS is a net present value (NPV)–based measure of the lifetime cash flows of Citi’s Banking Book. It estimates the interest rate sensitivity of the Banking Book’s economic value from longer-term assets being potentially funded with shorter-term liabilities, or vice versa. Citi manages EVS within risk limits approved by Citigroup’s Board of Directors that are aligned with Citi’s risk appetite. Interest Rate Risk of Investment Portfolios—Impact on AOCI Citi measures the potential impacts of changes in interest rates on the value of its AOCI, which can in turn impact Citi’s common equity and tangible common equity. This will impact Citi’s CET1 and other regulatory capital ratios. Citi seeks to manage its exposure to changes in the market level of interest rates, while limiting the potential impact on its AOCI and regulatory capital position. AOCI at risk is managed as part of the Company-wide interest rate risk position. AOCI at risk considers potential changes in AOCI (and the corresponding impact on the CET1 Capital ratio) relative to Citi’s capital generation capacity. Citi uses 100 basis point (bps) shocks in each scenario to reflect its net interest income sensitivity to unanticipated changes in market interest rates, as potential monetary policy decisions and changes in economic conditions may be reflected in current market-implied forward rates. The following table presents the 12-month estimated impact to Citi’s net interest income, AOCI and the CET1 Capital ratio, each assuming an unanticipated parallel instantaneous 100 bps increase in interest rates: | In millions of dollars, except as otherwise noted | Sept. 30, 2024 | Jun. 30, 2024 | Sept. 30, 2023 | | --- | --- | --- | --- | | Parallel interest rate shock +100 bps | | | | | Interest rate exposure(1)(2) | | | | | U.S. dollar | $(227) | $(406) | $82 | | All other currencies | 1,388 | 1,382 | 1,214 | | Total | $1,161 | $976 | $1,296 | | As a percentage of average interest-earning assets | 0.05% | 0.04% | 0.06% | | Estimated initial negative impact to AOCI (after-tax)(2) | $(1,173) | $(1,084) | $(807) | | Estimated initial impact on CET1 Capital ratio (bps) from AOCI scenario(3) | (14) | (14) | (12) | (1) Excludes trading book and fair value option banking book portfolios and replaces them with the associated transfer pricing. (2) Includes the effect of changes in interest rates on AOCI related to investment securities, cash flow hedges and pension liability adjustments. (3) Excludes the effect of changes in interest rates on AOCI related to cash flow hedges, as those changes are excluded from CET1 Capital. The All other currencies of $1.4 billion as of September 30, 2024 in the table above includes the impact from the following top five non-U.S. dollar currencies by absolute size: approximately $(0.3) billion from the euro, $0.4 billion from the British pound sterling, and approximately $0.1 billion each from the Japanese yen, Indian rupee and Swiss franc. The remaining impact is spread across more than 30 additional currencies. Citi’s balance sheet is asset sensitive (assets reprice faster than liabilities), resulting in higher net interest income in increasing interest rate scenarios. The estimated impact to Citi's net interest income in a 100 bps upward rate shock scenario as of September 30, 2024 remained relatively stable year-over-year. At progressively higher interest rate levels, the marginal net interest income benefit is lower, as Citi assumes it will pass on a larger share of rate changes to depositors (i.e., higher betas), further reducing Citi’s IRE sensitivity. Currency-specific interest rate changes and balance sheet factors may drive quarter-to-quarter volatility in Citi’s estimated IRE. In a 100 bps upward rate shock scenario, Citi expects that the approximate $1.2 billion initial negative impact to AOCI could potentially be offset in shareholders’ equity through the expected recovery of the impact on AOCI through accretion of Citi’s investment portfolio and expected net interest income benefit over a period of approximately seven months. Scenario Analysis The following table presents the estimated impact to Citi’s net interest income and AOCI under six different scenarios of changes in interest rates for the U.S. dollar and all other currencies in which Citi has invested capital as of September 30, 2024. The 100 bps downward rate scenarios potentially may be 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 interest rate scenarios are also impacted by convexity related to mortgage products and deposit pricing. | In millions of dollars, except as otherwise noted | Scenario 1 | Scenario 2 | Scenario 3 | Scenario 4 | Scenario 5 | Scenario 6 | | --- | --- | --- | --- | --- | --- | --- | | Overnight rate change (bps) | 100 | 100 | — | — | (100) | (100) | | 10-year rate change (bps) | 100 | — | 100 | (100) | — | (100) | | Interest rate exposure | | | | | | | | U.S. dollar | $(227) | $(383) | $140 | $(127) | $(156) | $(297) | | All other currencies(1) | 1,388 | 1,174 | 224 | (225) | (1,139) | (1,343) | | Total | $1,161 | $791 | $364 | $(352) | $(1,295) | $(1,640) | | Estimated initial impact to AOCI (after-tax)(2) | $(1,173) | $(1,284) | $100 | $(385) | $1,274 | $890 | 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. The interest rate exposure in the table above assumes no change in deposit size or mix from the baseline forecast included in the different interest rate scenarios presented. As a result, in higher interest rate scenarios, customer activity resulting in a shift from non-interest-bearing and low interest rate deposit products to higher-yielding deposits would reduce the expected benefit to net interest income. Conversely, in lower interest rate scenarios, customer activity resulting in a shift from higher-yielding deposits to non-interest-bearing and low interest rate deposit products would reduce the expected decrease to net interest income. (1) The Scenario 1 impact of $1,388 million consists of the following top five non-U.S. dollar currencies as of September 30, 2024 by absolute size: approximately $(0.3) billion from the euro, $0.4 billion from the British pound sterling, and approximately $0.1 billion each from the Japanese yen, Indian rupee and Swiss franc. The remaining balance is spread across more than 30 additional currencies. (2) Includes the effect of changes in interest rates on AOCI related to investment securities, cash flow hedges and pension liability adjustments. As presented in the table above, the estimated impact to Citi’s net interest income is larger under Scenario 2 than Scenario 3, as Citi’s Banking Book has relatively higher interest rate exposure to the short end of the yield curve. For U.S. dollars, exposure to downward rate shocks is smaller in magnitude than to upward rate shocks. This is because of the lower benefit to net interest income from Citi’s deposit base at higher rate levels, as well as the prepayment effects on mortgage loans and mortgage-backed securities. The magnitude of the impact to AOCI is greater under Scenario 2 compared to Scenario 3. This is because Citi’s investment portfolio and pension liabilities are more sensitive to rates at shorter- and intermediate-term maturities. Changes in Foreign Exchange Rates—Impacts on AOCI and Capital As of September 30, 2024, 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 $1.6 billion, or 1.0%, as a result of changes to Citi’s CTA in AOCI, net of hedges. This impact would be primarily due to changes in the value of the euro, Mexican peso and Indian rupee. This impact is also before any mitigating actions Citi may take, including ongoing management of its foreign currency translation exposure. Specifically, as currency movements change the value of Citi’s net investments in foreign currency-denominated capital, these movements also change the value of Citi’s RWA denominated in those same 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 CET1 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 compared to an unanticipated parallel shock, as described above. The effect of Citi’s ongoing management strategies with respect to quarterly changes in foreign exchange rates, and the quarterly impact of these changes on Citi’s TCE and CET1 Capital ratio, are presented in the table below. See Note 19 for additional information on the changes in AOCI. | In millions of dollars, except as otherwise noted | For the quarter ended / Sept. 30, 2024 | For the quarter ended / Jun. 30, 2024 | For the quarter ended / Sept. 30, 2023 | | --- | --- | --- | --- | | Change in FX spot rate(1) | 2.5% | (2.7)% | (2.5)% | | Change in TCE due to FX translation, net of hedges | $421 | $(1,274) | $(1,314) | | As a percentage of TCE | 0.2% | (0.8)% | (0.8)% | (1) FX spot rate change is a weighted average based on Citi’s quarterly average GAAP capital exposure to foreign countries. Interest Income/Expense and Net Interest Margin (NIM) | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | 3rd Qtr. | | 2nd Qtr. | | 3rd Qtr. | | Change | | | In millions of dollars, except as otherwise noted | 2024 | | 2024 | | 2023 | | 3Q24 vs. 3Q23 | | | Interest income(1) | $ | $36,480 | $ | $36,009 | $ | $34,860 | 5% | | | Interest expense(2) | 23,094 | | 22,494 | | 21,009 | | 10 | | | Net interest income, taxable equivalent basis(1) | $ | $13,386 | $ | $13,515 | $ | $13,851 | (3)% | | | Interest income—average rate(3) | 6.36 | | 6.42 | | 6.27 | | 9 | bps | | Interest expense—average rate | 4.99 | | 4.96 | | 4.67 | | 32 | bps | | Net interest margin(3)(4) | 2.33 | | 2.41 | | 2.49 | | (16) | bps | | Interest rate benchmarks | | | | | | | | | | Two-year U.S. Treasury note—average rate | 4.04 | | 4.83 | | 4.92 | | (88) | bps | | 10-year U.S. Treasury note—average rate | 3.95 | | 4.45 | | 4.15 | | (20) | bps | | 10-year vs. two-year spread | (9) | | (38) | | (77) | | | | (1) Interest income and Net interest income include the taxable equivalent gross-up adjustments (TEGU) primarily related to the tax-exempt bond portfolio and certain tax-advantaged loan programs of $24 million, $22 million and $23 million for the three months ended September 30, 2024, June 30, 2024 and September 30, 2023, 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 income and net interest margin reflects TEGU. See footnote 1 above. (4) Citi’s NIM is calculated by dividing net interest income (including TEGU) by average interest-earning assets. Non-Markets Net Interest Income | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | | | 3rd Qtr. | | 2nd Qtr. | | 3rd Qtr. | | Change | | In millions of dollars | 2024 | | 2024 | | 2023 | | 3Q24 vs. 3Q23 | | Net interest income—taxable equivalent basis(1) per above | $ | $13,386 | $ | $13,515 | $ | $13,851 | (3)% | | Markets net interest income—taxable equivalent basis(1) | 1,429 | | 2,060 | | 1,718 | | (17) | | Non-Markets net interest income—taxable equivalent basis(1) | $ | $11,957 | $ | $11,455 | $ | $12,133 | (1)% | (1) Interest income and Net interest income include TEGU discussed in the table above. Citi’s net interest income in the third quarter of 2024 was $13.4 billion, on both a reported and taxable equivalent basis, a decrease of 3% or $0.5 billion from the prior-year period, primarily driven by a 17% decline in Markets net interest income and a 1% decline in non-Markets net interest income. The decline in Markets net interest income was primarily driven by higher funding costs related to trading inventory in Fixed Income Markets. The decline in non-Markets net interest income was largely due to lower revenue from Citi’s net investment in Argentina and margin compression on mortgage securities in the investment portfolio that have been extended within Corporate Treasury in All Other. The decline in non-Markets net interest income was partially offset by loan growth in cards and maturing assets in Citi’s securities portfolio being reinvested at higher yields. Citi’s net interest margin was 2.33% on a taxable equivalent basis in the current quarter, a decrease of eight basis points from the prior quarter. The decline in net interest margin was largely driven by a decline in Markets due to dividend seasonality in the prior quarter, partially offset by loan growth in cards and maturing loans and investments being refinanced and reinvested at higher yields. Additional Interest Rate Details Average Balances and Interest Rates—Assets(1)(2)(3) Taxable Equivalent Basis | Quarterly—Assets | Average balance | Interest income | % Average rate | | --- | --- | --- | --- | | | 3rd Qtr. | 3rd Qtr. | 3rd Qtr. | | In millions of dollars, except rates | 2023 | 2023 | 2023 | | Deposits with banks(4) | $$$260,159 | $$$2,645 | 4.03%%% | | Securities borrowed and purchased under agreements to resell(5) | | | | | In U.S. offices | $$$165,557 | $$$3,577 | 8.57%%% | | In offices outside the U.S.(4) | 187,051 | 3,786 | 8.03 | | Total | $$$352,608 | $$$7,363 | 8.28%%% | | Trading account assets(6)(7) | | | | | In U.S. offices | $$$194,531 | $$$2,334 | 4.76%%% | | In offices outside the U.S.(4) | 151,333 | 1,559 | 4.09 | | Total | $$$345,864 | $$$3,893 | 4.47%%% | | Investments | | | | | In U.S. offices | | | | | Taxable | $$$333,520 | $$$2,287 | 2.72%%% | | Exempt from U.S. income tax | 11,432 | 120 | 4.16 | | In offices outside the U.S.(4) | 163,902 | 2,320 | 5.62 | | Total | $$$508,854 | $$$4,727 | 3.69%%% | | Consumer loans(8) | | | | | In U.S. offices | $$$297,178 | $$$7,807 | 10.42%%% | | In offices outside the U.S.(4) | 78,454 | 1,802 | 9.11 | | Total | $$$375,632 | $$$9,609 | 10.15%%% | | Corporate loans(8) | | | | | In U.S. offices | $$$133,944 | $$$1,862 | 5.52%%% | | In offices outside the U.S.(4) | 152,710 | 3,585 | 9.31 | | Total | $$$286,654 | $$$5,447 | 7.54%%% | | Total loans(8) | | | | | In U.S. offices | $$$431,122 | $$$9,669 | 8.90%%% | | In offices outside the U.S.(4) | 231,164 | 5,387 | 9.25 | | Total | $$$662,286 | $$$15,056 | 9.02%%% | | Other interest-earning assets(9) | $$$76,400 | $$$1,176 | 6.11%%% | | Total interest-earning assets | $$$2,206,171 | $$$34,860 | 6.27%%% | | Non-interest-earning assets(6) | $$$207,608 | | | | Total assets | $$$2,413,779 | | | | Nine Months—Assets / In millions of dollars, except rates | Average balance / Nine Months / 2024 | Average balance / Nine Months / 2023 | Interest income / Nine Months / 2024 | Interest income / Nine Months / 2023 | % Average rate / Nine Months / 2024 | % Average rate / Nine Months / 2023 | | --- | --- | --- | --- | --- | --- | --- | | Deposits with banks(4) | $256,298 | $299,449 | $8,407 | $8,725 | 4.38% | 3.90% | | Securities borrowed and purchased under agreements to resell(5) | | | | | | | | In U.S. offices | $145,744 | $178,268 | $9,739 | $9,644 | 8.93% | 7.23% | | In offices outside the U.S.(4) | 204,679 | 183,852 | 12,587 | 9,147 | 8.21 | 6.65 | | Total | $350,423 | $362,120 | $22,326 | $18,791 | 8.51% | 6.94% | | Trading account assets(6)(7) | | | | | | | | In U.S. offices | $230,632 | $179,654 | $8,260 | $6,178 | 4.78% | 4.60% | | In offices outside the U.S.(4) | 161,021 | 144,985 | 4,822 | 4,215 | 4.00 | 3.89 | | Total | $391,653 | $324,639 | $13,082 | $10,393 | 4.46% | 4.28% | | Investments | | | | | | | | In U.S. offices | | | | | | | | Taxable | $312,685 | $338,751 | $6,162 | $6,674 | 2.63% | 2.63% | | Exempt from U.S. income tax | 11,217 | 11,539 | 341 | 344 | 4.06 | 3.99 | | In offices outside the U.S.(4) | 184,988 | 160,819 | 7,871 | 6,324 | 5.68 | 5.26 | | Total | $508,890 | $511,109 | $14,374 | $13,342 | 3.77% | 3.49% | | Consumer loans(8) | | | | | | | | In U.S. offices | $308,135 | $289,931 | $24,392 | $22,152 | 10.57% | 10.22% | | In offices outside the U.S.(4) | 75,587 | 79,120 | 5,237 | 5,043 | 9.25 | 8.52 | | Total | $383,722 | $369,051 | $29,629 | $27,195 | 10.31% | 9.85% | | Corporate loans(8) | | | | | | | | In U.S. offices | $136,659 | $135,798 | $6,736 | $5,389 | 6.58% | 5.31% | | In offices outside the U.S.(4) | 161,248 | 151,689 | 10,512 | 9,847 | 8.71 | 8.68 | | Total | $297,907 | $287,487 | $17,248 | $15,236 | 7.73% | 7.09% | | Total loans(8) | | | | | | | | In U.S. offices | $444,794 | $425,729 | $31,128 | $27,541 | 9.35% | 8.65% | | In offices outside the U.S.(4) | 236,835 | 230,809 | 15,749 | 14,890 | 8.88 | 8.63 | | Total | $681,629 | $656,538 | $46,877 | $42,431 | 9.19% | 8.64% | | Other interest-earning assets(9) | $74,182 | $83,080 | $3,669 | $3,277 | 6.61% | 5.27% | | Total interest-earning assets | $2,263,075 | $2,236,935 | $108,735 | $96,959 | 6.42% | 5.80% | | Non-interest-earning assets(6) | $203,227 | $210,277 | | | | | | Total assets | $2,466,302 | $2,447,212 | | | | | (1) Interest income and Net interest income include TEGU of $24 million, $22 million and $23 million for the three months ended September 30, 2024, June 30, 2024 and September 30, 2023, respectively, and $69 million and $80 million for the nine months ended September 30, 2024 and 2023, 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 income 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 Services, Markets and Banking is reported as a reduction of Interest income. Interest income and Interest expense on cash collateral positions are reported in interest on Trading account assets and Trading account liabilities, respectively. (8) Net of unearned income. Includes cash-basis loans. (9) Includes assets from businesses held-for-sale (see Note 2) and Brokerage receivables. Average Balances and Interest Rates—Liabilities and Equity, and Net Interest Income(1)(2)(3) Taxable Equivalent Basis | Quarterly—Liabilities | Average balance | Interest expense | % Average rate | | --- | --- | --- | --- | | | 3rd Qtr. | 3rd Qtr. | 3rd Qtr. | | In millions of dollars, except rates | 2023 | 2023 | 2023 | | Deposits | | | | | In U.S. offices(4) | $$$586,909 | $$$5,390 | 3.64%%% | | In offices outside the U.S.(5) | 534,254 | 4,240 | 3.15 | | Total | $$$1,121,163 | $$$9,630 | 3.41%%% | | Securities loaned and sold under agreements to repurchase(6) | | | | | In U.S. offices | $$$180,168 | $$$3,780 | 8.32%%% | | In offices outside the U.S.(5) | 94,955 | 2,310 | 9.65 | | Total | $$$275,123 | $$$6,090 | 8.78%%% | | Trading account liabilities(7)(8) | | | | | In U.S. offices | $$$45,168 | $$$453 | 3.98%%% | | In offices outside the U.S.(5) | 66,199 | 439 | 2.63 | | Total | $$$111,367 | $$$892 | 3.18%%% | | Short-term borrowings and other interest-bearing liabilities(9) | | | | | In U.S. offices | $$$87,040 | $$$1,737 | 7.92%%% | | In offices outside the U.S.(5) | 30,395 | 219 | 2.86 | | Total | $$$117,435 | $$$1,956 | 6.61%%% | | Long-term debt(10) | | | | | In U.S. offices | $$$156,065 | $$$2,389 | 6.07%%% | | In offices outside the U.S.(5) | 2,420 | 52 | 8.52 | | Total | $$$158,485 | $$$2,441 | 6.11%%% | | Total interest-bearing liabilities | $$$1,783,573 | $$$21,009 | 4.67%%% | | Non-interest-bearing deposits(11) | $$$193,938 | | | | Other non-interest-bearing liabilities(7) | 226,515 | | | | Total liabilities | $$$2,204,026 | | | | Citigroup stockholders’ equity | $$$209,028 | | | | Noncontrolling interests | 725 | | | | Total equity | $$$209,753 | | | | Total liabilities and stockholders’ equity | $$$2,413,779 | | | | Net interest income as a percentage of average interest-earning assets(12) | | | | | In U.S. offices | $$$1,287,260 | $$$6,561 | 2.02%%% | | In offices outside the U.S.(6) | 918,911 | 7,290 | 3.15 | | Total | $$$2,206,171 | $$$13,851 | 2.49%%% | | Nine Months—Liabilities / In millions of dollars, except rates | Average balance / Nine Months / 2024 | Average balance / Nine Months / 2023 | Interest expense / Nine Months / 2024 | Interest expense / Nine Months / 2023 | % Average rate / Nine Months / 2024 | % Average rate / Nine Months / 2023 | | --- | --- | --- | --- | --- | --- | --- | | Deposits | | | | | | | | In U.S. offices(4) | $570,831 | $595,461 | $17,452 | $14,805 | 4.08% | 3.32% | | In offices outside the U.S.(5) | 545,835 | 538,056 | 13,513 | 11,260 | 3.31 | 2.80 | | Total | $1,116,666 | $1,133,517 | $30,965 | $26,065 | 3.70% | 3.07% | | Securities loaned and sold under agreements to repurchase(6) | | | | | | | | In U.S. offices | $238,392 | $160,543 | $13,507 | $9,096 | 7.57% | 7.58% | | In offices outside the U.S.(5) | 90,063 | 93,116 | 7,749 | 5,513 | 11.49 | 7.92 | | Total | $328,455 | $253,659 | $21,256 | $14,609 | 8.64% | 7.70% | | Trading account liabilities(7)(8) | | | | | | | | In U.S. offices | $39,821 | $49,277 | $1,317 | $1,344 | 4.42% | 3.65% | | In offices outside the U.S.(5) | 61,402 | 73,750 | 1,100 | 1,205 | 2.39 | 2.18 | | Total | $101,223 | $123,027 | $2,417 | $2,549 | 3.19% | 2.77% | | Short-term borrowings and other interest bearing liabilities(9) | | | | | | | | In U.S. offices | $79,155 | $90,041 | $5,043 | $4,827 | 8.51% | 7.17% | | In offices outside the U.S.(5) | 33,556 | 39,356 | 830 | 555 | 3.30 | 1.89 | | Total | $112,711 | $129,397 | $5,873 | $5,382 | 6.96% | 5.56% | | Long-term debt(10) | | | | | | | | In U.S. offices | $168,906 | $161,240 | $7,651 | $7,041 | 6.05% | 5.84% | | In offices outside the U.S.(5) | 2,376 | 2,542 | 142 | 157 | 7.98 | 8.26 | | Total | $171,282 | $163,782 | $7,793 | $7,198 | 6.08% | 5.88% | | Total interest-bearing liabilities | $1,830,337 | $1,803,382 | $68,304 | $55,803 | 4.98% | 4.14% | | Non-interest-bearing deposits(11) | $199,134 | $205,339 | | | | | | Other non-interest-bearing liabilities(7) | 229,104 | 230,776 | | | | | | Total liabilities | $2,258,575 | $2,239,497 | | | | | | Citigroup stockholders’ equity | $206,939 | $207,071 | | | | | | Noncontrolling interests | 788 | 644 | | | | | | Total equity | $207,727 | $207,715 | | | | | | Total liabilities and stockholders’ equity | $2,466,302 | $2,447,212 | | | | | | Net interest income as a percentage of average interest-earning assets(11) | | | | | | | | In U.S. offices | $1,295,198 | $1,321,446 | $17,709 | $20,977 | 1.83% | 2.12% | | In offices outside the U.S.(6) | 967,877 | 915,491 | 22,722 | 20,179 | 3.14 | 2.95 | | Total | $2,263,075 | $2,236,937 | $40,431 | $41,156 | 2.39% | 2.46% | (1) Interest income and Net interest income include TEGU discussed in the table above. (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 composed of insured money market accounts and other savings deposits. (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 Services, Markets and Banking is reported as a reduction of Interest income. Interest income 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 non-interest-bearing deposits in both the U.S. and outside of the U.S. (12) Includes allocations for capital and funding costs based on the location of the asset. MARKET RISK OF TRADING PORTFOLIOS Value at Risk (VAR) Citi believes its VAR model is conservatively calibrated to incorporate fat-tail scaling and the greater of short-term (approximately the most recent month) and long-term (18 months for commodities and three years for others) market volatility. As of September 30, 2024, Citi estimates that the conservative features of the VAR calibration contribute an approximate 22% add-on to what would be a VAR estimated under the assumption of stable and perfectly, normally distributed markets. As of June 30, 2024, the add-on was 23%. As presented in the table below, Citi’s average trading VAR for the third quarter of 2024 decreased 5% from the second quarter of 2024, primarily due to inventory changes in the Markets businesses. Quarter-end and Average Trading VAR and Trading and Credit Portfolio VAR | Line item | | | Third Quarter | | --- | --- | --- | --- | | September 30, 2024 | June 30, 2024 | September 30, 2023 | 2023 Average | | $75 | $$$79 | $$109 | $102 | | 77 | 64 | 80 | 68 | | (44) | (48) | (59) | (49) | | $108 | $$$95 | $$130 | $121 | | 48 | 49 | 72 | 36 | | 45 | 36 | 27 | 23 | | 22 | 29 | 28 | 28 | | (115) | (113) | (116) | (89) | | $108 | $$$96 | $$141 | $119 | | $(2) | $$$(3) | $$(15) | $(9) | | $110 | $$$99 | $$156 | $128 | | $9 | $$$10 | $$6 | $13 | | $117 | $$$106 | $$147 | $132 | (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 with the exception of hedges of 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, with the CVA relating to derivative counterparties, all associated CVA hedges and market sensitivity FVA hedges. FVA and DVA are not included. The credit portfolio also includes hedges of the loan portfolio, fair value option loans and hedges of the leveraged finance pipeline within capital markets origination. The table below provides the range of market factor VARs associated with Citi’s total trading VAR, inclusive of specific risk: | In millions of dollars | Third Quarter / 2024 / Low | Third Quarter / 2024 / High | Second Quarter / 2024 / Low | Second Quarter / 2024 / High | Third Quarter / 2023 / Low | Third Quarter / 2023 / High | | --- | --- | --- | --- | --- | --- | --- | | Interest rate | $62 | $107 | $76 | $120 | $85 | $119 | | Credit spread | 60 | 77 | 58 | 74 | 56 | 80 | | Fully diversified interest rate and credit spread | $77 | $118 | $88 | $129 | $105 | $138 | | Foreign exchange | 31 | 55 | 32 | 60 | 12 | 101 | | Equity | 26 | 46 | 13 | 36 | 14 | 33 | | Commodity | 17 | 31 | 20 | 32 | 22 | 31 | | Total trading | $82 | $137 | $92 | $147 | $99 | $150 | | Total trading and credit portfolio | 91 | 144 | 97 | 156 | 111 | 165 | 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 Markets, excluding the CVA relating to derivative counterparties, hedges of CVA, fair value option loans and hedges of the loan portfolio: | In millions of dollars | September 30, 2024 | | --- | --- | | Total—all market risk factors, including general and specific risk | | | Average—during quarter | $107 | | High—during quarter | 135 | | Low—during quarter | 82 | 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 September 30, 2024, there was one back-testing exception observed for Citi’s Regulatory VAR in the last 12 months. OTHER RISKS For additional information regarding other risks, including Citi’s management of other risks, see “Managing Global Risk—Other Risks” in Citi’s 2023 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 September 30, 2024. (Including the U.S., Citi’s top 25 exposures by country would represent approximately 98% of Citi’s exposure to all countries as of September 30, 2024.) 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, in the case of the U.K., only 41% of corporate loans presented in the table below are to U.K. domiciled counterparties (45% for unfunded commitments), while the majority of the remaining loans are to counterparties domiciled in other European countries. Approximately 91% of the total U.K. funded loans and 87% of the total U.K. unfunded commitments were investment grade as of September 30, 2024. 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 | Services, Markets and Banking loans | Wealth loans(1) | Legacy Franchises 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 3Q24 | Total as of 2Q24 | Total as of 3Q23(7) | Total as a % of Citi as of 3Q24 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | United Kingdom | $36.6 | $5.3 | — | $3.2 | $40.3 | $17.4 | $(5.3) | $5.2 | $6.8 | $109.5 | $100.1 | $97.2 | 6.1% | | Mexico | 9.2 | 0.1 | 23.5 | 0.4 | 6.8 | 4.2 | (1.3) | 20.0 | 1.8 | 64.7 | 70.9 | 69.2 | 3.6 | | Ireland | 17.0 | — | — | 0.8 | 38.7 | 0.2 | (0.3) | — | 0.5 | 56.9 | 51.4 | 49.0 | 3.2 | | Hong Kong | 11.0 | 21.0 | — | 0.4 | 5.0 | 2.5 | (0.6) | 11.1 | 0.5 | 50.9 | 49.1 | 44.2 | 2.8 | | Singapore | 12.1 | 18.7 | — | 0.4 | 5.7 | 1.3 | (0.6) | 5.1 | 0.7 | 43.4 | 43.5 | 42.3 | 2.4 | | Brazil | 12.1 | — | — | — | 3.0 | 6.2 | (0.7) | 4.9 | 1.8 | 27.3 | 27.9 | 32.8 | 1.5 | | India | 9.0 | — | — | 0.6 | 4.0 | 1.6 | (0.5) | 9.3 | 2.1 | 26.1 | 23.9 | 22.3 | 1.5 | | South Korea | 3.1 | — | 3.8 | 0.1 | 1.3 | 0.8 | (0.5) | 7.0 | 3.3 | 18.9 | 20.4 | 20.9 | 1.1 | | United Arab Emirates | 6.6 | 1.5 | — | 0.3 | 4.7 | 0.3 | (0.4) | 4.4 | (0.1) | 17.3 | 17.2 | 16.4 | 1.0 | | Japan | 2.1 | — | — | 0.1 | 3.7 | 5.8 | (2.0) | 4.8 | 2.1 | 16.6 | 14.8 | 15.9 | 0.9 | | China | 6.0 | — | — | 0.5 | 1.0 | 1.6 | (1.2) | 7.9 | (0.1) | 15.7 | 17.2 | 18.6 | 0.9 | | Poland | 3.3 | — | 1.6 | — | 3.4 | 0.9 | (0.3) | 5.7 | 1.0 | 15.6 | 18.1 | 13.0 | 0.9 | | Australia | 7.2 | 0.2 | — | — | 6.0 | 1.6 | (1.1) | 0.6 | 0.2 | 14.7 | 16.7 | 16.5 | 0.8 | | Canada | 1.4 | 1.5 | — | 0.1 | 5.8 | 2.9 | (1.9) | 2.9 | 1.9 | 14.6 | 15.5 | 16.5 | 0.8 | | Jersey | 2.4 | 2.4 | — | 0.1 | 7.2 | 0.1 | (0.1) | — | — | 12.1 | 12.0 | 12.1 | 0.7 | | Germany | 0.5 | — | — | 0.1 | 7.1 | 5.2 | (4.1) | 8.5 | (6.7) | 10.6 | 13.3 | 17.3 | 0.6 | | Malaysia | 1.5 | — | — | 0.2 | 0.8 | 0.2 | (0.2) | 3.0 | 0.1 | 5.6 | 4.8 | 5.3 | 0.3 | | Taiwan | 4.2 | — | — | — | 0.6 | 0.3 | (0.1) | 0.7 | (0.2) | 5.5 | 5.0 | 5.4 | 0.3 | | Indonesia | 1.8 | — | — | — | 0.4 | 0.3 | (0.1) | 2.1 | 0.6 | 5.1 | 5.2 | 6.1 | 0.3 | | Thailand | 1.1 | — | — | 0.2 | 0.4 | — | — | 2.7 | 0.7 | 5.1 | 4.1 | 3.4 | 0.3 | | Luxembourg | — | 1.0 | — | — | — | 0.2 | (0.4) | 4.1 | 0.1 | 5.0 | 5.2 | 4.9 | 0.3 | | France | 0.1 | — | — | — | 1.2 | 1.7 | (4.8) | 1.1 | 5.6 | 4.9 | 3.8 | (2.5) | 0.3 | | South Africa | 1.6 | — | — | — | 0.7 | 0.3 | (0.3) | 2.6 | (0.1) | 4.8 | 4.4 | 4.6 | 0.3 | | Italy | 1.2 | — | — | 0.1 | 2.4 | 1.3 | (1.4) | — | 1.1 | 4.7 | 3.9 | 3.5 | 0.3 | | Czech Republic | 0.9 | — | — | — | 0.8 | 1.4 | — | 1.3 | 0.1 | 4.5 | 5.9 | 4.5 | 0.3 | | Total as a % of Citi’s total exposure | | | | | | | | | | | | | 31.5% | | Total as a % of Citi’s non-U.S. total exposure | | | | | | | | | | | | | 90.9% | (1) Wealth loans reflect funded loans, including those related to the Private Bank, net of unearned income. As of September 30, 2024, Private Bank loans in the table above totaled $19.3 billion, concentrated in Hong Kong ($5.3 billion), Singapore ($5.2 billion) and the U.K. ($4.4 billion). (2) Other funded includes Legacy Franchises and 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 (MTM) counterparty risk on OTC derivatives and securities lending/borrowing transactions (repos). Exposures are net of collateral and inclusive of CVA. Also includes margin loans. (5) Investment securities include debt securities AFS, recorded at fair market value, and debt securities HTM, recorded at amortized cost. (6) Trading account assets are 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. (7) As of September 30, 2023, $0.5 billion of All Other—Legacy Franchises loans were reclassified to HFS as a result of Citi’s agreement to sell its consumer banking business in Indonesia. There were no such balances to report as of September 30, 2024 or June 30, 2024. See “All Other—Legacy Franchises” above and Note 2. Russia Overview In Russia, Citi’s remaining operations are conducted through Services, Markets, Banking and All Other—Legacy Franchises. Citi continues to monitor the war in Ukraine, related sanctions and economic conditions and continues to mitigate its Russia exposures and risks as appropriate. Citi previously ended nearly all of the institutional banking services it offered in Russia and ceased soliciting any new business or new clients in the country, with the remaining services only those necessary to fulfill its remaining legal and regulatory obligations, as well as support its employees. In addition, Citi significantly reduced its All Other—Legacy Franchises consumer loan portfolio in Russia (reported as part of Asia Consumer), largely due to loan portfolio sales and its entry into a credit card referral agreement with a Russian bank. For additional information, see “Citi’s Wind-Down of Its Russia Operations” below. For additional information about Citi’s risks related to its Russia exposures, see “Risk Factors—Market-Related Risks,” “—Operational Risks” and “—Other Risks” in Citi’s 2023 Form 10-K. Impact of the Russia–Ukraine War on Citi’s Businesses Russia-related Balance Sheet Exposures Citi’s remaining domestic operations in Russia are conducted through a subsidiary of Citibank, AO Citibank, which uses the Russian ruble as its functional currency. The following table summarizes Citi’s exposures related to its Russia operations: | In billions of U.S. dollars | September 30, 2024 | June 30, 2024 | September 30, 2023 | Change 3Q24 vs. 2Q24 | | --- | --- | --- | --- | --- | | Loans | — | — | $0.2 | — | | Investment securities(1) | 0.2 | 0.3 | 0.4 | (0.1) | | Net MTM on derivatives/repos | — | 0.9 | 1.2 | (0.9) | | Total hedges (on loans and CVA) | — | — | (0.1) | — | | Unfunded(2) | — | — | — | — | | Trading accounts assets | — | — | — | — | | Country risk exposure | $0.2 | $1.2 | $1.7 | $(1.0) | | Cash on deposit and placements(3) | 3.0 | 1.6 | 0.6 | 1.4 | | Deposit Insurance Agency(4) | 5.8 | 5.3 | 3.5 | 0.5 | | National Settlements Depository(4) | — | — | — | — | | Total third-party exposure(5) | $9.0 | $8.1 | $5.8 | $0.9 | | Additional exposures to Russian counterparties that are not held by the Russian subsidiary | 0.1 | 0.1 | 0.1 | — | | Total Russia exposure(6) | $9.1 | $8.2 | $5.9 | $0.9 | (1) Investment securities include debt securities AFS, recorded at fair market value, primarily local government debt securities. (2) Unfunded exposure consists of unfunded corporate lending commitments, letters of credit and other contingencies. (3) Cash on deposit and placements are primarily with the Central Bank of Russia. The increase at September 30, 2024 was due to Citi’s inability to enter into reverse repos, thus the cash inflows from dividends received from Russian corporations on behalf of Citi’s clients were placed with the Central Bank of Russia. (4) Represents dividends received by Citi in its role as custodian for investor clients in Russia, which Citi is required by local regulation to hold at the Deposit Insurance Agency (DIA). Citi is unable to remit these funds to clients due to restrictions imposed by the Russian government. In accordance with a Central Bank of Russia regulatory requirement, all balances in the National Settlements Depository were transferred to the DIA in the second quarter of 2023. (5) The majority of AO Citibank’s third-party exposures were funded with the dividends described in footnote 4 and domestic deposit liabilities from both corporate and personal banking clients. (6) Citigroup’s CTA loss included in its AOCI related to its indirect subsidiary, AO Citibank, is excluded from the above table, because the CTA loss is not held in AO Citibank and would be recognized in Citigroup’s earnings only upon either the substantial liquidation or a loss of control of AO Citibank. Citi has separately described these risks in “Deconsolidation Risk” below. During the third quarter of 2024, Citi’s Russia-related exposures increased by $0.9 billion, to $9.1 billion as presented in the table above. The increase in exposures was primarily driven by inflows from dividends received from Russian corporations on behalf of Citi’s clients, partially offset by depreciation of the Russian ruble. Approximately 82% of Citi’s $9.1 billion of total Russia-related exposures are corporate dividends that Citi cannot remit to its clients due to restrictions imposed by the Russian government, of which $5.8 billion is held with the Deposit Insurance Agency. Citi’s net investment in Russia was approximately $0.2 billion as of September 30, 2024 (up from $0.1 billion at June 30, 2024). This increase in the net investment was due to an increase in interest income and custody revenue during the quarter, partially offset by the impact from a net ACL build on other assets, driven by increases in transfer risk for safety and soundness considerations under U.S. banking law. For more information on transfer risk reserves, see “Significant Accounting Policies and Significant Estimates—Citi’s Allowance for Credit Losses (ACL)” below. Citi hedges its Russian ruble/U.S. dollar spot FX exposure in AOCI through the purchase of FX derivatives. The ongoing mark-to-market of the hedging derivatives is also reported in AOCI. When the Russian ruble depreciates against the U.S. dollar, the U.S. dollar equivalent value of Citigroup’s investment in AO Citibank also declines. This change in value is offset by the change in value of the hedging instrument (FX derivative). Going forward, Citi may record devaluations on its net ruble-denominated assets in earnings, without the benefit from a change in the fair value of derivative positions used to economically hedge the exposures. Earnings and Other Impacts on Citi’s Businesses Services, Markets, Banking and All Other—Legacy Franchises results have been impacted by various macroeconomic factors and volatilities, including the war in Ukraine and its direct and indirect impacts on the European and global economies. For a broader discussion of these factors and volatilities on Citi’s businesses, see “Executive Summary” and each applicable business’s results of operations above. As of September 30, 2024, Citigroup’s ACL included a $0.1 billion remaining credit reserve for Citi’s direct Russian counterparties (largely unchanged from June 30, 2024). This balance does not include the additional reserves for transfer risk associated with exposures in Russia. Citi’s Wind-Down of Its Russia Operations In August 2022, Citi disclosed its decision to wind down its Russia consumer, local commercial and institutional banking businesses, including actively pursuing portfolio sales. In connection with this wind-down, Citi has incurred approximately $71 million to date in charges, largely from restructuring, vendor termination fees and other related charges. Citi expects to incur an additional approximate $42 million in estimated charges (approximately $1 million in Banking and $41 million in All Other, excluding the impact from any portfolio sales). For additional information about Citi’s continued efforts to reduce its operations and exposure in Russia, see Note 2 and “Risk Factors” and “Managing Global Risk—Other Risks—Country Risk—Russia” in Citi’s 2023 Form 10-K. Deconsolidation Risk Citi’s remaining operations in Russia subject it to various risks, including, among others, foreign currency volatility, including appreciation or devaluation; restrictions arising from retaliatory Russian laws and regulations on the conduct of its business; sanctions or asset freezes; or other deconsolidation events (see “Risk Factors—Other Risks” in Citi’s 2023 Form 10-K). Examples of triggers that may result in deconsolidation of AO Citibank include voluntary or forced sale of ownership or loss of control due to actions of relevant governmental authorities, including expropriation (i.e., the entity becomes subject to the complete control of a government, court, administrator, trustee or regulator); revocation of banking license; and loss of ability to elect a board of directors or appoint members of senior management. As of September 30, 2024, Citi continued to consolidate AO Citibank because none of the deconsolidation factors were triggered. In the event Citi deems there is a loss of control, for example, through expropriation of AO Citibank, Citi’s foreign entity in Russia, Citi would be required to (i) write off the net investment of approximately $0.2 billion (up from $0.1 billion at June 30, 2024), (ii) recognize a CTA loss of approximately $1.6 billion (unchanged from June 30, 2024) through earnings and (iii) recognize a loss of $0.7 billion (unchanged from June 30, 2024) on net intercompany liabilities owed by AO Citibank to other Citi entities outside Russia. In the sole event of a substantial liquidation, as opposed to a loss of control, Citi would be required to recognize the CTA loss of approximately $1.6 billion through earnings and would evaluate its remaining net investment as circumstances evolve. The $1.6 billion CTA write-off through earnings under either event is expected to be largely equity neutral, since the reversal of the CTA loss out of AOCI would improve Citi’s total AOCI. Citi as Paying Agent for Russia-related Clients Citi serves or served as paying agent on bonds issued by various entities in Russia, including Russian corporate clients. Citi’s role as paying agent is administrative. In this role, Citi acts as an agent of its client, the bond issuer, receiving interest and principal payments from the bond issuer and then making payments to international central securities depositories (e.g., Depository Trust Company, Euroclear, Clearstream). The international central securities depositories (ICSDs) make payments to those participants or account holders (e.g., broker/dealers) that have clients who are investors in the applicable bonds (i.e., bondholders). As a paying agent, Citi generally does not have information about the identity of the bondholders. Citi may be exposed to risks due to its responsibilities for receiving and processing payments on behalf of its clients as a result of sanctions or other governmental requirements and prohibitions. To mitigate operational and sanctions risks, Citi has established policies, procedures and controls for client relationships and payment processing to help ensure compliance with U.S., U.K., EU and other jurisdictions’ sanctions laws. These processes may require Citi to delay or withhold the processing of payments as a result of sanctions on the bond issuer. Citi is also prevented from making payments to accounts on behalf of bondholders should the ICSDs disclose to Citi the presence of sanctioned bondholders. In both instances, Citi is generally required to segregate, restrict or block the funds until applicable sanctions are lifted or the payments are otherwise authorized under applicable law. Reputational Risks Citi has continued its efforts to enhance and protect its reputation with its colleagues, clients, customers, investors, regulators and the public. Citi’s response to the war in Ukraine, including any action or inaction, may have a negative impact on Citi’s reputation with some or all of these parties. For example, Citi is exposed to reputational risk as a result of its remaining presence in Russia and association with Russian individuals or entities, whether subject to sanctions or not, including Citi’s inability to support its global clients in Russia, which could adversely affect its broader client relationships and businesses; current involvement in transactions or supporting activities involving Russian assets or interests; failure to correctly interpret and apply laws and regulations, including those related to sanctions; perceived misalignment of Citi’s actions to its stated strategy in Russia; and the reputational impact from Citi’s activity and engagement with Ukraine or with non-Russian clients exiting their Russia businesses. While Citi announced its intention to wind down its businesses in Russia, Citi will continue to manage those operations during the wind-down process and will be required to maintain certain limited operations to fulfill its remaining legal and regulatory obligations. Also, sanctions and sanctions compliance are highly complex and may change over time and result in increased operational risk. Failure to fully comply with relevant sanctions or the application of sanctions where they should not be applied may negatively impact Citi’s reputation. In addition, Citi currently performs services for, conducts business with or deals in non-sanctioned Russian-owned businesses and Russian assets. This has attracted, and will likely continue to attract, negative attention, despite the previously disclosed plan to wind down nearly all its activities in the country, cessation of new business and client originations, and reduction of other exposures. Citi’s continued presence or divestiture of businesses in Russia could also increase its susceptibility to cyberattacks that could negatively impact its relationships with clients and customers, harm its reputation, increase its compliance costs and adversely affect its business operations and results of operations. For additional information on operational and cyber risks, see “Risk Factors—Operational Risks” in Citi’s 2023 Form 10-K. Board of Directors’ Role in Overseeing Related Risks The Citigroup Board of Directors (Board) and the Board’s Risk Management Committee (RMC) and its other Committees receive regular reports from senior management regarding global geopolitical, macroeconomic and reputational impacts to Citi (including the war in Ukraine and its impact on Citi’s operations in Russia and Ukraine). The reports to the Board and its Committees from senior management who represent the impacted businesses and the international cluster, Independent Risk Management, Finance, Independent Compliance Risk Management, including those individuals responsible for sanctions compliance, and Human Resources, have included detailed information regarding financial impacts, impacts on capital, cybersecurity, strategic considerations, sanctions compliance, employee assistance and reputational risks, enabling the Board and its Committees to properly exercise their oversight responsibilities. In addition, senior management has provided updates to Citi’s Executive Management Team and the Board, outside of formal meetings, regarding cybersecurity matters (including Russia-specific risks). Ukraine Citi has continued to operate in Ukraine throughout the war through its Services, Markets and Banking businesses, serving the local subsidiaries of multinationals, along with local financial institutions and the public sector. Citi employs approximately 215 people in Ukraine and their safety is Citi’s top priority. All of Citi’s domestic operations in Ukraine are conducted through a subsidiary of Citibank, which uses the Ukrainian hryvnia as its functional currency. As of September 30, 2024, Citi had $1.5 billion of direct exposures related to Ukraine (unchanged from June 30, 2024). Argentina Citi operates in Argentina through its Services, Markets and Banking businesses. As of September 30, 2024, Citi’s net investment in its Argentine operations was approximately $1.3 billion (compared to $1.4 billion at June 30, 2024). Citi uses the U.S. dollar (USD) as the functional currency for its operations in countries such as Argentina that are deemed highly inflationary in accordance with GAAP. Citi therefore records the impact of exchange rate fluctuations on its net Argentine peso (ARS)–denominated assets directly in earnings. Citi uses Argentina’s official market exchange rate to remeasure its net ARS-denominated assets into USD. As of September 30, 2024, the official ARS exchange rate was 971, which devalued by 6.5% against the USD during the third quarter of 2024. The decrease in Citi’s net investment in Argentina during the quarter was primarily driven by capital repatriations from the onshore net investment, which were authorized by the Central Bank of Argentina (BCRA) on a one-time basis in April 2024 through the purchase of certain USD-denominated bonds (BOPREALs) issued by the BCRA in a primary auction, and subsequent sales of the bonds in the secondary market and remittances of the bond proceeds to the parent entity outside Argentina. During the third quarter, Citi remitted approximately $247 million in dividends from its net investment in Argentina, thereby reducing future FX devaluation risk. In total, $435 million of dividends were remitted in 2024 due to the sale proceeds of the BOPREALs. In addition to the capital repatriation, Citi’s net investment in Argentina was also impacted by earnings from Citi’s normal onshore operations and interest income earned on the net investment, partially offset by FX translation losses on the net investment. Other than the authorized dividend remittance described above, the BCRA continues to maintain certain capital and currency controls that generally restrict Citi’s ability to access USD in Argentina and remit earnings from its Argentine operations. The capital and currency controls have resulted in indirect foreign exchange mechanisms that some Argentine entities may use to obtain USD, generally at rates that are significantly higher than Argentina’s official exchange rate. Citibank Argentina is generally precluded from accessing these alternative mechanisms, and under U.S. GAAP, these exchange mechanisms cannot be used to re-measure Citi’s net monetary assets into USD. If Argentina’s official exchange rate further converges with the approximate rate implied by the indirect foreign exchange mechanisms, Citi could incur additional translation losses on its net investment in Argentina. Accordingly, Citi seeks to reduce its overall ARS exposure in Argentina while complying with local capital and currency exposure limitations. Of the $1.3 billion net investment in Argentina as of September 30, 2024, Citi’s net ARS exposure was approximately $0.9 billion (compared to $0.8 billion as of June 30, 2024). The net ARS exposure was reduced as of the end of the quarter as a result of Citi holding approximately $200 million of USD-denominated loans as well as approximately $200 million of certain local government bonds that are USD denominated. If Citi had not invested in such instruments to reduce its ARS exposure, Citi would have recognized additional translation losses during the third quarter of 2024. Given current economic conditions and the local capital, currency and regulatory limitations, Citi cannot guarantee the availability or effectiveness of such mechanisms to reduce its ARS exposure in the future. In addition to reducing the ARS exposure, Citi also seeks to economically hedge the exposure to the extent possible and prudent using non-deliverable forward (NDF) derivative instruments that are primarily executed outside of Argentina. As of September 30, 2024, Citi hedged approximately $0.3 billion of its ARS exposure through offshore hedges, including NDF derivative instruments. Citi was unable to hedge its remaining ARS exposure, given the illiquidity of the offshore NDF market. To the extent that Citi is unable to execute or renew NDF contracts in the future, Citi would record devaluations on its net ARS-denominated assets in earnings, without any benefit from a change in the fair value of such derivative positions used to economically hedge the exposure. Citi cannot predict the availability of hedging instruments in the future nor can it predict changes in foreign exchange rates and the resulting impact on earnings. Citi continually evaluates its economic exposure to its Argentine counterparties and reserves for changes in credit risk and records mark-to-market adjustments for relevant market risks associated with its Argentine assets. Citi believes it has established an appropriate ACL on its Argentine loans, and appropriate fair value adjustments on Argentine assets and liabilities measured at fair value, for credit and sovereign risks under U.S. GAAP as of September 30, 2024. For additional information on Citi’s emerging markets risks, including those related to its Argentine exposures, see “Risk Factors—Strategic Risks” in Citi’s 2023 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 Citi’s 2023 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 Citi’s 2023 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 portion 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 repos or resale agreements) and sells securities under agreements to repurchase (repos), a substantial portion of which is 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 on 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 drivers to the valuation of an instrument and the degree of illiquidity and subsequent lack of observability in certain markets. The fair value of these instruments is reported on Citi’s Consolidated Balance Sheet with the changes in fair value 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 prior to recovery, 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, any portion of the loss that is attributable 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 AOCI. Such credit 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 below the carrying 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). Assessing if the fair value impairment is temporary 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, 23 and 24 in this Form 10-Q and Note 1 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. Citi’s Allowance for Credit Losses (ACL) The table below presents Citi’s allowance for credit losses on loans (ACLL) and total ACL as of the third quarter of 2024. For information on the drivers of Citi’s ACL net build in the third quarter of 2024, see below. For additional information on Citi’s accounting policy on accounting for credit losses under ASC Topic 326, Financial Instruments—Credit Losses; Current Expected Credit Losses (CECL), see Note 1 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. | Line item | ACL | ACL | ACL | ACL | ACL | ACL | ACL | ACL | ACL | ACL | ACL | ACL | ACL | ACL | ACL | ACL | ACL | ACL | ACL | ACL | ACL | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | In millions of dollars | Balance Dec. 31, 2023 | | 1Q24build(release) | | 1Q24 FX/Other | | Balance Mar. 31, 2024 | | 2Q24build(release) | | 2Q24 FX/Other | | Balance Jun. 30, 2024 | | 3Q24 build (release) | | 3Q24 FX/Other | | Balance Sep. 30, 2024 | | ACLL/EOP loans Sept. 30, 2024(1) | | Services | $ | $397 | $ | $34 | $ | — | $ | $431 | $ | $(100) | $ | $(1) | $ | $330 | $ | $7 | $ | $1 | $ | $338 | | | Markets | 820 | | 120 | | — | | 940 | | (111) | | (1) | | 828 | | 37 | | (5) | | 860 | | | | Banking | 1,376 | | (89) | | (2) | | 1,285 | | (51) | | (5) | | 1,229 | | 62 | | 11 | | 1,302 | | | | Legacy Franchises corporate (Mexico SBMM and AFG)(1)(2) | 121 | | (8) | | 3 | | 116 | | (12) | | (7) | | 97 | | (3) | | (3) | | 91 | | | | Total corporate ACLL | $ | $2,714 | $ | $57 | $ | $1 | $ | $2,772 | $ | $(274) | $ | $(14) | $ | $2,484 | $ | $103 | $ | $4 | $ | $2,591 | 0.89% | | U.S. cards(3)(4) | $ | $12,626 | $ | $326 | $ | $(1) | $ | $12,951 | $ | $357 | $ | — | $ | $13,308 | $ | $10 | $ | $24 | $ | $13,342 | 8.15% | | Retail Banking | 476 | | 11 | | — | | 487 | | 25 | | (1) | | 511 | | 31 | | — | | 542 | | | | Total USPB | $ | $13,102 | $ | $337 | $ | $(1) | $ | $13,438 | $ | $382 | $ | $(1) | $ | $13,819 | $ | $41 | $ | $24 | $ | $13,884 | | | Wealth | 767 | | (190) | | (1) | | 576 | | (43) | | — | | 533 | | 8 | | — | | 541 | | | | All Other consumer—managed basis(1) | 1,562 | | (85) | | 33 | | 1,510 | | 11 | | (141) | | 1,380 | | 58 | | (98) | | 1,340 | | | | Reconciling Items(1) | — | | — | | — | | — | | — | | — | | — | | — | | — | | — | | | | Total consumer ACLL | $ | $15,431 | $ | $62 | $ | $31 | $ | $15,524 | $ | $350 | $ | $(142) | $ | $15,732 | $ | $107 | $ | $(74) | $ | $15,765 | 4.05% | | Total ACLL | $ | $18,145 | $ | $119 | $ | $32 | $ | $18,296 | $ | $76 | $ | $(156) | $ | $18,216 | $ | $210 | $ | $(70) | $ | $18,356 | 2.70% | | Allowance for credit losses on unfunded lending commitments (ACLUC) | $ | $1,728 | $ | $(98) | $ | $(1) | $ | $1,629 | $ | $(8) | $ | $(2) | $ | $1,619 | $ | $105 | $ | $1 | $ | $1,725 | | | Total ACLL and ACLUC (EOP) | $ | $19,873 | $ | $21 | $ | $31 | $ | $19,925 | $ | $68 | $ | $(158) | $ | $19,835 | $ | $315 | $ | $(69) | $ | $20,081 | | | Other(5) | 1,883 | | 14 | | (69) | | 1,828 | | 107 | | 75 | | 2,010 | | 160 | | (160) | | 2,010 | | | | Total ACL | $ | $21,756 | $ | $35 | $ | $(38) | $ | $21,753 | $ | $175 | $ | $(83) | $ | $21,845 | $ | $475 | $ | $(229) | $ | $22,091 | | (1) All Other (managed basis) excludes divestiture-related impacts (Reconciling Items) related to (i) Citi’s divestitures of its Asia Consumer businesses and (ii) the planned IPO of Mexico Consumer/SBMM within Legacy Franchises. The Reconciling Items are fully reflected in the various line items in Citi’s Consolidated Statement of Income. These items in the table above represent the 2024 quarterly ACL builds (releases) only. See “All Other—Divestiture-Related Impacts (Reconciling Items)” above. (2) Includes Legacy Franchises corporate loans activity related to Mexico SBMM and the Assets Finance Group (AFG) (AFG was previously reported in Markets; all periods have been reclassified to reflect this move into Legacy Franchises), as well as other Legacy Holdings Assets corporate loans. (3) As of September 30, 2024, in USPB, Branded Cards ACLL/EOP loans was 6.5% and Retail Services ACLL/EOP loans was 11.7%. (4) The September 30, 2024 ACLL balance includes approximately $23 million related to an acquired portfolio, which is also reflected in the FX/Other column in this table. (5) Includes ACL on Other assets and Held-to-maturity debt securities. The ACL on Other assets includes ACL related to transfer risk associated with exposures outside the U.S. for safety and soundness considerations under U.S. banking law. Citi’s reserves for expected credit losses on funded loans and for unfunded lending commitments, standby letters of credit and financial guarantees are reflected on the Consolidated Balance Sheet in the Allowance for credit losses on loans (ACLL) and Other liabilities (for Allowance for credit losses on unfunded lending commitments (ACLUC)), respectively. In addition, Citi’s reserves for expected credit losses on other financial assets carried at amortized cost, including held-to-maturity securities, reverse repurchase agreements, securities borrowed, deposits with banks and other financial receivables are reflected in Other assets. These reserves, together with the ACLL and ACLUC, are referred to as the ACL. Changes in the ACL are reflected as Provision for credit losses in the Consolidated Statement of Income for each reporting period. Citi’s ability to estimate expected credit losses over the reasonable and supportable (R&S) period is based on the ability to forecast economic activity over a R&S timeframe. The R&S forecast period for all loans is eight quarters. The ACL is composed of quantitative and qualitative management adjustment components. The quantitative component uses three forward-looking macroeconomic forecast scenarios—base, upside and downside. The qualitative management adjustment component reflects risks and certain economic conditions not fully captured in the quantitative component. Both the quantitative and qualitative components are further discussed below. Quantitative Component Citi estimates expected credit losses for its quantitative component using (i) its comprehensive internal data on loss and default history, (ii) internal credit risk ratings, (iii) external credit bureau and rating agencies information and (iv) R&S forecasts of macroeconomic conditions. For its consumer and corporate portfolios, Citi’s expected credit losses are determined primarily by utilizing models that consider the borrowers’ probability of default (PD), loss given default (LGD) and exposure at default (EAD). The loss likelihood and severity models used for estimating expected credit losses are sensitive to changes in macroeconomic variables, including housing prices, unemployment rate and real GDP, and cover a wide range of geographic, industry, product and business segments. In addition, Citi’s models determine expected credit losses based on leading credit indicators, including loan delinquencies, changes in portfolio size, default frequency, risk ratings and loss recovery rates, as well as other credit trends. Qualitative Component The qualitative management adjustment component includes risks that are not fully captured in the quantitative component. These may include but are not limited to portfolio characteristics, idiosyncratic events, factors not within historical loss data or the economic forecast, uncertainty in the credit environment and other factors as required by banking supervisory guidance for the ACL. The primary examples of these are the following: - Transfer risk associated with exposures outside the U.S. for certain safety and soundness considerations under U.S. banking law - Potential impacts on vulnerable industries and regions due to emerging macroeconomic risks and uncertainties, including those related to potential global recession, inflation, interest rates, commodity prices and geopolitical tensions - Risk associated with consumer payment behavior given the elevated inflationary and interest rate environment As of the third quarter of 2024, Citi’s qualitative component of the ACL increased quarter-over-quarter. The increase was driven by factors such as increases in transfer risk associated with exposures outside the U.S. for safety and soundness considerations under U.S. banking law and macroeconomic uncertainties, partially offset by a reduction in qualitative reserves associated with consumer payment behavior related to the elevated inflationary and interest rate environment. Macroeconomic Variables As further discussed below, Citi considers a multitude of global macroeconomic variables for the base, upside and downside probability-weighted macroeconomic scenario forecasts it uses to estimate the quantitative component of the ACL. Citi’s forecasts of the U.S. unemployment rate and U.S. real GDP growth rate represent the key macroeconomic variables that most significantly affect its estimate of the ACL. The tables below present Citi’s forecasted quarterly average U.S. unemployment rate and year-over-year U.S. real GDP growth rate used in determining the base macroeconomic forecast for Citi’s ACL for each quarterly reporting period from the third quarter of 2023 to the third quarter of 2024: | Line item | Quarterly average | Quarterly average | Quarterly average | | | --- | --- | --- | --- | --- | | U.S. unemployment | 4Q24 | 2Q25 | 4Q25 | 8-quarter average(1) | | Citi forecast at 3Q23 | 4.4% | 4.3% | 4.3% | 4.2% | | Citi forecast at 4Q23 | 4.3 | 4.3 | 4.2 | 4.2 | | Citi forecast at 1Q24 | 4.1 | 4.1 | 4.0 | 4.0 | | Citi forecast at 2Q24 | 4.1 | 4.1 | 4.1 | 4.1 | | Citi forecast at 3Q24 | 4.4 | 4.4 | 4.3 | 4.2 | (1) Represents the average unemployment rate for the rolling, forward-looking eight quarters in the forecast horizon. | U.S. real GDP | Year-over-year growth rate(1) / Full year / 2024 | Year-over-year growth rate(1) / Full year / 2025 | Year-over-year growth rate(1) / Full year / 2026 | | --- | --- | --- | --- | | Citi forecast at 3Q23 | 1.0% | 2.0% | 2.4% | | Citi forecast at 4Q23 | 1.4 | 1.7 | 2.1 | | Citi forecast at 1Q24 | 2.3 | 1.8 | 2.0 | | Citi forecast at 2Q24 | 2.4 | 1.8 | 2.0 | | Citi forecast at 3Q24 | 2.6 | 1.8 | 2.0 | (1) The year-over-year growth rate is the percentage change in the real (inflation adjusted) GDP level. Under the base macroeconomic forecast as of the third quarter of 2024, U.S. real GDP growth is expected to slow during 2025, while the unemployment rate increases gradually into the first half of 2025 before gradually declining into 2026. Scenario Weighting Citi’s ACL is estimated using three probability-weighted macroeconomic scenarios—base, upside and downside. The macroeconomic scenario weights are estimated using a statistical model, which, among other factors, takes into consideration key macroeconomic drivers of the ACL, severity of the scenario and other macroeconomic uncertainties and risks. Citi evaluates scenario weights on a quarterly basis. Citi’s downside scenario incorporates more adverse macroeconomic assumptions than the base scenario. For example, compared to the base scenario, Citi’s downside scenario reflects a recession, including an elevated average U.S. unemployment rate of 6.8% over the eight-quarter R&S period, with a peak difference of 3.6% in the first quarter of 2026. The downside scenario also reflects a year-over-year U.S. real GDP contraction in 2025 of 2.2%, with a peak quarter-over-quarter difference to the base scenario of 1.2%. Citi’s ACL is sensitive to the various macroeconomic scenarios that drive the quantitative component of expected credit losses, due to changes in the length and severity of forecasted economic variables or events in the respective scenarios. Citi’s downside scenario incorporates more adverse macroeconomic assumptions than the weighted scenario assumptions. To demonstrate this sensitivity, if Citi applied 100% weight to the downside scenario as of September 30, 2024 to reflect the most severe economic deterioration forecast in the macroeconomic scenarios, there would have been a hypothetical incremental increase in the ACL of approximately $5.3 billion related to lending exposures, except for loans individually evaluated for credit losses and other financial assets carried at amortized cost. This analysis does not incorporate any impacts or changes to the qualitative component of the ACL. These factors could change the outcome of the sensitivity analysis based on historical experience and current conditions at the time of the assessment. Given the uncertainty inherent in macroeconomic forecasting, Citi continues to believe that its ACL estimate based on a three probability-weighted macroeconomic scenario approach combined with the qualitative component remains appropriate as of September 30, 2024. 3Q24 Changes in the ACL As further discussed below, Citi’s ending ACL balance for the third quarter of 2024 was $22.1 billion, a slight increase from June 30, 2024. The net build of $0.5 billion in the quarter was primarily driven by changes in portfolio composition in Banking and Markets, an increase in transfer risk associated with unremittable corporate dividends in Services and loan growth in USPB. Citi believes its analysis of the ACL reflects the forward view of the economic environment as of September 30, 2024. See Note 15 for additional information. Consumer Allowance for Credit Losses on Loans Citi’s consumer ACLL is largely driven by U.S. cards (Branded Cards and Retail Services) in USPB. Citi’s total consumer ACLL build was $0.1 billion in the third quarter of 2024, as a result of higher loan balances. This resulted in a September 30, 2024 ACLL balance of $15.8 billion, or 4.05% of total funded consumer loans. For U.S. cards, the level of reserves relative to total funded loans increased slightly to 8.15% at September 30, 2024, compared to 8.14% at June 30, 2024. For the remaining consumer exposures, the level of reserves relative to total funded loans was 1.08% at September 30, 2024, compared to 1.09% at June 30, 2024. Corporate Allowance for Credit Losses on Loans Citi had a corporate ACLL build of $0.1 billion in the third quarter of 2024, largely driven by changes in portfolio composition in Banking and Markets. This resulted in a September 30, 2024 ACLL balance of $2.6 billion, or 0.89% of total funded corporate loans. ACLUC Citi had an ACLUC build of $0.1 billion in the third quarter of 2024, largely driven by changes in portfolio composition in Banking and Markets. The ACLUC reserve balance, included in Other liabilities, was $1.7 billion at September 30, 2024. ACL on Other Financial Assets Citi had an ACL build of $0.2 billion on other financial assets carried at amortized cost for the third quarter of 2024, primarily due to an increase in transfer risk associated with unremittable corporate dividends outside the U.S. being held on behalf of clients, driven by safety and soundness considerations under U.S. banking law. Including FX/Other, the ACL reserve balance of $2.0 billion remained unchanged from June 30, 2024. See Note 15 for additional information. Regulatory Capital Impact Citi elected the modified CECL transition provision for regulatory capital purposes provided by the U.S. banking agencies’ final rule. Accordingly, the Day One regulatory capital effects resulting from the adoption of CECL, as well as the ongoing adjustments for 25% of the change in CECL-based allowances in each quarter between January 1, 2020 and December 31, 2021, started to be phased in on January 1, 2022 and will be fully reflected in Citi’s regulatory capital as of January 1, 2025. See Notes 1 and 15 for a further description of the ACL and related accounts. Goodwill Citi tests for goodwill impairment annually as of October 1 (the annual test) and conducts 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. These events or circumstances include, among other things, 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 sustained decrease in Citi’s stock price. The impairment tests performed in the fourth quarter of 2023 resulted in the fair values of Citi’s reporting units exceeding their carrying values for all reporting units. Additionally, the tests results showed that the fair value of the Mexico Consumer/SBMM reporting unit as a percentage of its carrying value was 106%, with the carrying value including approximately $1.1 billion of goodwill. For each of the remaining reporting units, fair value exceeded carrying value by at least 10%. While the inherent risk related to uncertainty is embedded in the key assumptions used in the valuations of the reporting units, the economic and business environments continue to evolve as Citi’s management executes on its transformation and strategy. If management’s future estimates of key economic and market assumptions were to differ from its current assumptions, Citi could potentially experience material goodwill impairment charges in the future. See Note 16 for a further discussion of goodwill. Litigation Accruals See the discussion in Note 27 for Citi’s policies on establishing accruals for litigation and regulatory contingencies. INCOME TAXES Effective Tax Rate | In millions of dollars, except effective tax rate | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Income from continuing operations before income tax expense | $4,390 | $4,788 | $13,244 | $15,013 | | Provision for income taxes | 1,116 | 1,203 | 3,299 | 3,824 | | Effective tax rate | 25% | 25% | 25% | 25% | Citi’s effective tax rate was 25% in the third quarter of 2024 and in the third quarter of 2023, with the rates for all periods including the impact of divestitures. Deferred Tax Assets For additional information on Citi’s deferred tax assets (DTAs), see “Capital Resources,” “Risk Factors—Strategic Risks,” “Significant Accounting Policies and Significant Estimates—Income Taxes” and Notes 1 and 10 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. The table below summarizes Citi’s net DTAs balance: | Jurisdiction/Component / In billions of dollars | DTAs balance / September 30,2024 | December 31, 2023 | | --- | --- | --- | | Total U.S. | $26.8 | $26.3 | | Total foreign | 3.2 | 3.3 | | Total | $30.0 | $29.6 | At September 30, 2024, Citigroup had recorded net DTAs of approximately $30.0 billion, a decrease of $0.2 billion from June 30, 2024 and an increase of $0.4 billion from December 31, 2023. The decrease quarter-over-quarter was primarily from unrealized gains in Other comprehensive income and the year-to-date increase was primarily a result of Citi’s geographic mix of earnings. Of Citi’s $30.0 billion of net DTAs, $12.8 billion (compared to $13.6 billion at June 30, 2024) was deducted in calculating Citi’s regulatory capital, and the remaining $17.2 billion was appropriately risk weighted under the Basel III rules. The $12.8 billion of DTAs deducted from regulatory capital was composed of $11.3 billion related to tax carry-forwards, with $3.1 billion of temporary differences in excess of the 10%/15% regulatory limitations, reduced by $1.6 billion of deferred tax liabilities, primarily associated with goodwill and certain other intangible assets that were separately deducted from capital. DTA Realizability Citi believes that realization of the net DTAs of $30.0 billion at September 30, 2024 is more-likely-than-not, based on management’s expectations of future taxable income generation 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). 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 September 30, 2024. 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 (Section 219), 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 certain individuals or entities that are the subject of sanctions under U.S. law. Disclosure may be required even where the activities, transactions or dealings were conducted in compliance with applicable law. To the extent that transactions or dealings for its clients are permitted by U.S. law, Citi may continue to engage in such activities. Citi, in its First Quarter of 2024 Form 10-Q, identified one transaction pursuant to Section 219, and Citi, in its Second Quarter of 2024 Form 10-Q, identified 27 transactions pursuant to Section 219. Citi did not identify any reportable activities pursuant to Section 219 during the third quarter of 2024. FORWARD-LOOKING STATEMENTS Certain statements in this Form 10-Q, including but not limited to statements included within Management’s Discussion and Analysis of Financial Condition and Results of Operations, are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, Citigroup 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, outlook, guidance 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 of operations and financial conditions, including capital and liquidity, may differ materially from those included in these statements due to a variety of factors, including without limitation (i) the precautionary statements included within the “Executive Summary,” “Citi’s Multiyear Transformation” and each business’s discussion and analysis of its results of operations above, as well as those included in Citi’s Second Quarter of 2024 Form 10-Q, Citi’s First Quarter of 2024 Form 10-Q, Citi’s 2023 Form 10-K and Citi’s other SEC filings; (ii) the factors listed and described under “Risk Factors” in Citi’s 2023 Form 10-K; and (iii) the risks and uncertainties summarized below: - the potential impact to Citi from continued macroeconomic, geopolitical and other challenges, uncertainties and volatility, including, among others, potential policy and other changes resulting from the incoming U.S. administration and Congress; government fiscal and monetary actions, such as continued interest rate reductions by central banks, changes in interest rate policy, continued reductions in central bank balance sheets, or other monetary policies, including their impacts on Citi’s net interest income; increases in unemployment rates; recessions or weak or slowing economic growth in the U.S., Europe and other regions or countries; any resurgence in inflation; geopolitical challenges, tensions and conflicts, including those related to conflicts in the Middle East and the Russia–Ukraine war; economic and other geopolitical challenges related to China, including slowing or weak economic growth, challenges in its real estate sector, banking and credit markets and tensions or conflicts between China and Taiwan and/or involving China and/or China and the U.S.; significant disruptions and volatility in financial markets, including foreign currency volatility and devaluations and continued strength in the U.S. dollar; and protracted or widespread trade tensions; - 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 capital requirements, including annual recalibration of the Stress Capital Buffer (reduced effective October 1, 2024), recalibration of the GSIB surcharge, and supervisory expectations and assessments, including any negative findings regarding absolute capital levels or other aspects of Citi’s operations; changes in regulatory capital rules, requirements or interpretations, such as any changes resulting from the Basel III Endgame (capital proposal), changes to the method for calculating the GSIB surcharge and changes to aspects of the total loss-absorbing capacity (TLAC) requirements; Citi’s results of operations and financial condition, including the capital impact related to Citi’s remaining divestitures; Citi’s effectiveness in planning, managing and calculating its level of regulatory capital and risk-weighted assets under both the Advanced Approaches and the Standardized Approach and Supplementary Leverage ratio; Citi’s implementation and maintenance of an effective capital planning process and management framework; forecasts of macroeconomic conditions; and Citi’s DTA utilization; - the ongoing regulatory and legislative uncertainties and changes faced by financial institutions, including Citi, in the U.S. and globally, such as potential changes to various aspects of the U.S. regulatory capital framework and requirements applicable to Citi; potential fiscal, monetary, tax, sanctions and other changes from the U.S. federal government, whether due to the incoming administration and Congress or otherwise; potential increased regulatory requirements and costs, such as potential changes in regulatory requirements relating to interest rate risk management; rapidly evolving legislative and regulatory requirements and other government initiatives in the EU, the U.S. and globally relating to climate change and other Environmental, Social and Governance (ESG) areas that vary and may conflict across jurisdictions, including any new disclosure requirements; and the potential impact these uncertainties and changes could have on Citi’s businesses, revenues, overall results of operations, financial condition, business planning and compliance risks and costs; - Citi’s ability to achieve its objectives, including expense savings and revenue growth, from its transformation, simplification and other strategic and other initiatives, which involve significant complexities, execution challenges and uncertainties, may not be as productive or effective as Citi expects or at all, may result in higher-than-expected expenses, litigation and regulatory scrutiny, CTA and other losses or other negative financial or strategic impacts, which could be material, and depend, in part, on factors that Citi cannot control or mitigate, including, among others, macroeconomic challenges and uncertainties, customer, client and competitor actions, regulatory requirements or changes and heightened regulatory and supervisory expectations and scrutiny; - the potential impact to Citi from climate change due to both physical risks, including acute risks as well as the consequences of chronic changes in climate, and transition risks, including those arising from regulatory, market, technological, stakeholder and legal changes from a transition to a low-carbon economy, such as increased regulatory, compliance, credit, reputational and other risks and costs, including those associated with the EU’s Corporate Sustainability Reporting Directive (CSRD) and the SEC’s climate disclosures rules (currently stayed), whether due to lack of information and reliable data, interpretive uncertainties or otherwise; - Citi’s ability to utilize 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 in the relevant reversal periods; - the potential impact to Citi if its interpretation or application of the complex income-based and non- income-based (such as withholding, stamp, service and other non-income taxes) tax laws to which it is subject in the U.S. and in non-U.S. jurisdictions differs from those of the relevant governmental taxing authorities, including as a result of litigation or examinations regarding non- income-based tax matters, and the resulting payment of additional taxes, penalties or interest, the reduction of certain tax benefits or the requirement to make adjustments to amounts recorded; - 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, increasing competition among card issuers; the general economic environment; changes in consumer sentiment, spending patterns and credit card usage behaviors; a decline in sales and revenues, partner store closures or other operational difficulties of the retailer or merchant; early termination of a particular relationship; or other factors, including bankruptcies, liquidations, restructurings, consolidations or other similar events, whether due to the impact of a challenging macroeconomic environment or otherwise; - Citi’s ability to address shortcomings or deficiencies or guidance provided by the FRB or FDIC on its resolution plan submissions; - 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 its ability to effectively execute its transformation and strategic and other initiatives, if Citi is unable to hire and retain qualified employees, particularly given the highly competitive environment for talent and other factors, such as potential attrition driven by, among other things, changes in worker expectations and regulation of employee compensation in the banking industry; - Citi’s ability to compete effectively in the U.S. and globally with both financial and non-financial services firms, including as a result of certain competitors being subject to less stringent legal, regulatory and supervisory requirements; the introduction of mobile platforms and new or emerging technologies, such as artificial intelligence-driven solutions; potential mergers and acquisitions involving traditional financial services companies such as regional banks or credit card issuers; changes in the payments space; reliance on third parties for certain product and service offerings and any impact if a third party is unable to provide adequate support for such product and service offerings; and the increased operational, compliance and other risks resulting from the need to develop new or change or adapt existing products and services to attract and retain customers or clients or to compete more effectively; - the potential impact to Citi from a prior or future failure or disruption of its operational processes or systems, including as a result of, among other things, operational or execution failures, or deficiencies by third parties, including third parties that provide products or services to Citi, other market participants or those that otherwise have an ongoing partnership or business relationship with Citi; deficiencies in processes or controls; inadequate management of data governance practices, data controls and monitoring mechanisms that may adversely impact internal or external reporting and decision-making; cyber or information security incidents; human error, such as manual transaction processing errors, which can be exacerbated by staffing challenges and processing backlogs; fraud or malice on the part of employees or third parties; insufficient (or limited) straight-through processing between legacy or bespoke systems and any failure to design and effectively operate controls that mitigate operational risks associated with those legacy or bespoke systems, leading to potential risk of errors and operating losses; accidental system or technological failure; electrical or telecommunication outages; failure of or cyber incidents involving computer servers or infrastructure; other similar losses or damage to Citi’s property or assets; potential disruptions and/or malfunctions within Citi’s businesses, as well as the operations of Citi’s clients, customers or other third parties; and the increased financial and other costs and reputational, legal and compliance risks resulting from any such failure or disruption of operational processes or systems, including legal and regulatory actions or proceedings, fines and other costs; - the increasing risk to Citi’s and third parties’ computer systems, software and networks from ongoing, continually evolving, sophisticated cybersecurity incidents that could result in, among other things, theft, loss, non-availability, misuse or disclosure of personal, confidential or proprietary Citi, client, customer or employee 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, deposit flight, additional costs (including repair, replacement, remediation and other costs), exposure to litigation and regulatory action and other financial losses; - the potential impact of changes or errors in accounting assumptions, judgments or estimates, or the application of certain accounting principles, related to the preparation of Citi’s financial statements, including the estimate of Citi’s ACL, which depends on its CECL models and assumptions, forecasted macroeconomic conditions and characteristics of Citi’s loan portfolios and other applicable financial assets; reserves related to litigation, regulatory and tax matters; valuation of DTAs; the fair values of certain assets and liabilities and the assessment of goodwill and other assets for impairment; the financial impact from reclassification of any CTA component of AOCI into Citi’s earnings due to a sale, substantial liquidation or other deconsolidation event, such as those related to Citi’s remaining consumer banking divestitures or other legacy businesses; and the impact of changes to financial accounting and reporting standards or interpretations of how Citi records and reports its financial condition and results of operations; - the potential impact to Citi’s results of operations and/or regulatory capital and capital ratios if Citi’s risk management and other processes, strategies or models, including, among others, those related to its comprehensive stress testing initiatives or ability to adequately manage, assess and aggregate data, are deficient or ineffective; Citi’s Basel III regulatory capital models require refinement, modification or enhancement; or any negative regulatory evaluation or examination finding is issued or enforcement action is taken by Citi’s U.S. banking regulators; - the potential impact of credit risk and concentrations of risk on Citi’s results of operations, including due to higher than expected defaults by or a significant downgrade in credit ratings of consumer, corporate or public sector borrowers or other counterparties in the U.S. or in various countries and jurisdictions globally, such as from indemnification obligations in connection with various transactions, including hedging or reinsurance arrangements related to those obligations, or Citi’s inability to liquidate or realize the fair value of its collateral, which risks can be heightened for vulnerable sectors, industries or countries impacted by macroeconomic, geopolitical, market and other challenges and uncertainties and volatilities; - the potential impact on Citi’s liquidity, sources of funding and costs of funding if it does not effectively manage its liquidity or due to various other factors, including, among others, general disruptions in the financial markets; changes in fiscal and monetary policies; regulatory requirements, including changes in regulations; negative investor or counterparty perceptions of Citi’s creditworthiness; deposit outflows or unfavorable changes in deposit mix; competition for funding, including a decrease in demand for corporate debt securities; unexpected increases in cash or collateral requirements, and the consequent inability to monetize available liquidity resources; changes in Citi’s credit spreads; changes in interest rates; and changes in currency exchange rates; - the impact of a credit ratings downgrade of Citi or certain of its subsidiaries or issuing entities, or from negative actions on U.S. sovereign ratings, on Citi’s funding and liquidity as well as on the operations of certain of its businesses; - the potential impact to Citi of significantly heightened regulatory and supervisory expectations and scrutiny in the U.S. and globally and ongoing interpretation and implementation of regulatory and legislative requirements and changes, with respect to, among other things, governance, infrastructure, data, risk management practices and controls, customer and client protection, market practices, anti-money laundering, increasingly complex sanctions and disclosure regimes and various regulatory reporting requirements, including the impact on Citi’s compliance, regulatory and other risks and costs, such as increased regulatory oversight, material restrictions, including, among others, imposition of additional capital buffers and limitations on capital distributions, enforcement proceedings, penalties and fines; - the potential outcomes of the extensive legal and regulatory proceedings, examinations, investigations, consent orders and related compliance efforts and other inquiries to which Citi is or may be subject at any given time, such as the 2020 consent orders with the FRB and OCC and the amendment to the 2020 OCC consent order, particularly given the increased focus by regulators on risk and controls, such as enterprise-wide risk management, compliance, data quality management and governance and internal controls, and policies and procedures; Citi’s ability to implement extensive targeted action plans and submit quarterly progress reports on a timely and sufficient basis detailing the results and status of improvements to comply with the consent orders, which will continue to require significant investments to meet regulatory expectations; and the heightened scrutiny and expectations generally from regulators, and the severity of the remedies that may be sought by regulators, such as large civil monetary penalties, supervisory or enforcement orders, business restrictions, limitations on dividends, changes to directors and/or officers and significant collateral consequences arising from such outcomes; and - the various risks faced by Citi as a result of its presence in the emerging markets, including, among others, limitations or unavailability of hedges on foreign investments; foreign currency volatility and devaluations; strengthening or weakening of the U.S. dollar; changes in central bank interest rate and other monetary policies; unemployment, recessions or weak or slowing economic growth; the effects of potential policy and other changes resulting from the incoming U.S. administration and Congress; elevated inflation and hyperinflation; foreign exchange controls, including the inability to access indirect foreign exchange mechanisms; macroeconomic, geopolitical and domestic political challenges and uncertainties and volatility; cyberattacks; restrictions arising from retaliatory laws and regulations; sanctions or asset freezes; sovereign debt volatility; fluctuations in commodity prices; election outcomes; regulatory changes, including potential conflicts among regulations with other jurisdictions where Citi does business; limitations on foreign investment; sociopolitical instability; civil unrest; crime, corruption and fraud; nationalization or loss of licenses; potential criminal charges; closure of branches or subsidiaries; confiscation of assets; and the need to record CTA and other losses, as well as additional reserves for expected losses for credit exposures based on the transfer risk associated with exposures outside the U.S. driven by safety and soundness considerations under U.S. banking law. 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 date that the forward-looking statements were made. FINANCIAL STATEMENTS AND NOTES TABLE OF CONTENTS | CONSOLIDATED FINANCIAL STATEMENTS | | | --- | --- | | Consolidated Statement of Income (Unaudited)—For the Three and Nine Months Ended September 30, 2024 and 2023 | 98 | | Consolidated Statement of Comprehensive Income (Unaudited)—For the Three and Nine Months Ended September 30, 2024 and 2023 | 99 | | Consolidated Balance Sheet—September 30, 2024 (Unaudited) and December 31, 2023 | 100 | | Consolidated Statement of Changes in Stockholders’ Equity (Unaudited)—For the Three and Nine Months Ended September 30, 2024 and 2023 | 102 | | Consolidated Statement of Cash Flows (Unaudited)—For the Nine Months Ended September 30, 2024 and 2023 | 104 | **NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)** | | | | --- | --- | | Note 1—Basis of Presentation, Updated Accounting Policies and Accounting Changes | 106 | | Note 2—Discontinued Operations, Significant Disposals and Other Business Exits | 108 | | Note 3—Operating Segments | 110 | | Note 4—Interest Income and Expense | 114 | | Note 5—Commissions and Fees; Administration and Other Fiduciary Fees | 115 | | Note 6—Principal Transactions | 116 | | Note 7—Incentive Plans | 117 | | Note 8—Retirement Benefits | 117 | | Note 9—Restructuring | 121 | | Note 10—Earnings per Share | 122 | | Note 11—Securities Borrowed, Loaned and Subject to Repurchase Agreements | 123 | | Note 12—Brokerage Receivables and Brokerage Payables | 126 | | Note 13—Investments | 127 | | | | | --- | --- | | Note 14—Loans | 135 | | Note 15—Allowance for Credit Losses | 156 | | Note 16—Goodwill and Intangible Assets | 161 | | Note 17—Deposits | 162 | | Note 18—Debt | 163 | | Note 19—Changes in Accumulated Other Comprehensive Income (Loss) (AOCI) | 164 | | Note 20—Preferred Stock | 169 | | Note 21—Securitizations and Variable Interest Entities | 171 | | Note 22—Derivatives | 179 | | Note 23—Fair Value Measurement | 189 | | Note 24—Fair Value Elections | 209 | | Note 25—Guarantees and Commitments | 213 | | Note 26—Leases | 216 | | Note 27—Contingencies | 217 | | Note 28—Subsidiary Guarantees | 218 | CONSOLIDATED FINANCIAL STATEMENTS CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) Citigroup Inc. and Subsidiaries | In millions of dollars, except per share amounts | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Revenues | | | | | | Interest income | $36,456 | $34,837 | $108,666 | $96,879 | | Interest expense | 23,094 | 21,009 | 68,304 | 55,803 | | Net interest income | $13,362 | $13,828 | $40,362 | $41,076 | | Commissions and fees | $2,695 | $2,195 | $8,081 | $6,693 | | Principal transactions | 3,219 | 3,008 | 9,367 | 9,475 | | Administration and other fiduciary fees | 1,059 | 971 | 3,142 | 2,856 | | Realized gains on sales of investments, net | 72 | 30 | 210 | 151 | | Impairment losses on investments: | | | | | | Impairment losses on investments | (45) | (70) | (92) | (227) | | (Provision) releases for credit losses on AFS debt securities(1) | 4 | (1) | — | (1) | | Net impairment losses recognized in earnings | $(41) | $(71) | $(92) | $(228) | | Other revenue | $(51) | $178 | $488 | $999 | | Total non-interest revenues | $6,953 | $6,311 | $21,196 | $19,946 | | Total revenues, net of interest expense | $20,315 | $20,139 | $61,558 | $61,022 | | Provisions for credit losses and for benefits and claims | | | | | | Provision for credit losses on loans | $2,382 | $1,816 | $7,163 | $5,314 | | Provision (release) for credit losses on HTM debt securities | 50 | (3) | 55 | (24) | | Provision for credit losses on other assets | 110 | 56 | 226 | 630 | | Policyholder benefits and claims | 28 | 25 | 73 | 63 | | Provision (release) for credit losses on unfunded lending commitments | 105 | (54) | (1) | (344) | | Total provisions for credit losses and for benefits and claims(1) | $2,675 | $1,840 | $7,516 | $5,639 | | Operating expenses | | | | | | Compensation and benefits | $7,058 | $7,424 | $21,619 | $22,350 | | Premises and equipment | 606 | 620 | 1,788 | 1,813 | | Technology/communication | 2,273 | 2,256 | 6,757 | 6,692 | | Advertising and marketing | 282 | 324 | 790 | 1,016 | | Restructuring | 9 | — | 270 | — | | Other operating | 3,022 | 2,887 | 9,574 | 8,499 | | Total operating expenses | $13,250 | $13,511 | $40,798 | $40,370 | | Income from continuing operations before income taxes | $4,390 | $4,788 | $13,244 | $15,013 | | Provision for income taxes | 1,116 | 1,203 | 3,299 | 3,824 | | Income from continuing operations | $3,274 | $3,585 | $9,945 | $11,189 | | Discontinued operations | | | | | | Income (loss) from discontinued operations | $(1) | $2 | $(2) | — | | Benefit for income taxes | — | — | — | — | | Income (loss) from discontinued operations, net of taxes | $(1) | $2 | $(2) | — | | Net income before attribution to noncontrolling interests | $3,273 | $3,587 | $9,943 | $11,189 | | Noncontrolling interests | 35 | 41 | 117 | 122 | | Citigroup’s net income | $3,238 | $3,546 | $9,826 | $11,067 | | Basic earnings per share(2) | | | | | | Income from continuing operations | $1.53 | $1.64 | $4.67 | $5.19 | | Income from discontinued operations, net of taxes | — | — | — | — | | Net income | $1.53 | $1.64 | $4.67 | $5.19 | | Weighted-average common shares outstanding (in millions) | 1,899.9 | 1,924.4 | 1,906.0 | 1,936.9 | | Diluted earnings per share(2) | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Income from continuing operations | $ | $1.51 | $ | $1.63 | $ | $4.61 | $ | $5.14 | | Income (loss) from discontinued operations, net of taxes | — | | — | | — | | — | | | Net income | $ | $1.51 | $ | $1.63 | $ | $4.61 | $ | $5.14 | | Adjusted weighted-average diluted common shares outstanding (in millions) | 1,940.3 | | 1,951.7 | | 1,943.1 | | 1,961.5 | | (1) In accordance with ASC 326, which requires the provision for credit losses on AFS debt securities to be included in revenue. The Total provisions for credit losses and for benefits and claims excludes the provision for credit losses on AFS debt securities, which is disclosed separately above. (2) 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) | In millions of dollars | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Citigroup’s net income | $3,238 | $3,546 | $9,826 | $11,067 | | Net changes, net of taxes in Citigroup’s other comprehensive income (loss) | | | | | | Unrealized gains and losses on debt securities | $1,335 | $(169) | $1,397 | $793 | | Debt valuation adjustment (DVA) | (150) | 299 | (457) | (645) | | Cash flow hedges | (144) | 731 | 633 | 1,263 | | Benefit plans liability adjustment | 49 | 312 | 305 | 72 | | Currency translation adjustments (CTA), net of hedges | 416 | (1,496) | (2,272) | (632) | | Excluded component of fair value hedges | (9) | (12) | (8) | (15) | | Long-duration insurance contracts | (17) | 23 | 5 | 22 | | Citigroup’s total other comprehensive income (loss) | $1,480 | $(312) | $(397) | $858 | | Citigroup’s total comprehensive income | $4,718 | $3,234 | $9,429 | $11,925 | | Add: Other comprehensive income (loss) attributable to noncontrolling interests | $40 | $(37) | $7 | $9 | | Add: Net income (loss) attributable to noncontrolling interests | 35 | 41 | 117 | 122 | | Total comprehensive income | $4,793 | $3,238 | $9,553 | $12,056 | The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements. CONSOLIDATED BALANCE SHEET Citigroup Inc. and Subsidiaries | In millions of dollars | December 31, 2023 | | --- | --- | | Assets | | | Cash and due from banks (including segregated cash and other deposits) | $$27,342 | | Deposits with banks, net of allowance | 233,590 | | Securities borrowed and purchased under agreements to resell (including $147,955 and $206,059 as of September 30, 2024 and December 31, 2023, respectively, at fair value), net of allowance | 345,700 | | Brokerage receivables, net of allowance | 53,915 | | Trading account assets (including $215,744 and $197,156 pledged to creditors as of September 30, 2024 and December 31, 2023, respectively) | 411,756 | | Investments: | | | Available-for-sale debt securities (including $2,579 and $11,868 pledged to creditors as of September 30, 2024 and December 31, 2023, respectively) | 256,936 | | Held-to-maturity debt securities, net of allowance (fair value of which is $234,310 and $235,001 as of September 30, 2024 and December 31, 2023, respectively) (includes $76 and $71 pledged to creditors as of September 30, 2024 and December 31, 2023, respectively) | 254,247 | | Equity securities (including $855 and $766 as of September 30, 2024 and December 31, 2023, respectively, at fair value) | 7,902 | | Total investments | $$519,085 | | Loans: | | | Consumer (including $302 and $313 as of September 30, 2024 and December 31, 2023, respectively, at fair value) | 389,197 | | Corporate (including $7,804 and $7,281 as of September 30, 2024 and December 31, 2023, respectively, at fair value) | 300,165 | | Loans, net of unearned income | $$689,362 | | Allowance for credit losses on loans (ACLL) | (18,145) | | Total loans, net | $$671,217 | | Goodwill | 20,098 | | Intangible assets (including MSRs of $683 and $691 as of September 30, 2024 and December 31, 2023, respectively) | 4,421 | | Premises and equipment, net of depreciation and amortization | 28,747 | | Other assets (including $15,230 and $12,290 as of September 30, 2024 and December 31, 2023, respectively, at fair value), net of allowance | 95,963 | | Total assets | $$2,411,834 | Statement continues on the next page. CONSOLIDATED BALANCE SHEET                             Citigroup Inc. and Subsidiaries (Continued) | In millions of dollars, except shares and per share amounts | December 31, 2023 | | --- | --- | | Liabilities | | | Deposits (including $4,112 and $2,440 as of September 30, 2024 and December 31, 2023, respectively, at fair value) | $$1,308,681 | | Securities loaned and sold under agreements to repurchase (including $62,858 and $62,485 as of September 30, 2024 and December 31, 2023, respectively, at fair value) | 278,107 | | Brokerage payables (including $6,329 and $4,321 as of September 30, 2024 and December 31, 2023, respectively, at fair value) | 63,539 | | Trading account liabilities | 155,345 | | Short-term borrowings (including $11,896 and $6,545 as of September 30, 2024 and December 31, 2023, respectively, at fair value) | 37,457 | | Long-term debt (including $117,286 and $116,338 as of September 30, 2024 and December 31, 2023, respectively, at fair value) | 286,619 | | Other liabilities, plus allowances | 75,835 | | Total liabilities | $$2,205,583 | | Stockholders’ equity | | | Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: as of September 30, 2024—654,000 and as of December 31, 2023—704,000, at aggregate liquidation value | $$17,600 | | Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: as of September 30, 2024—3,099,718,745 and as of December 31, 2023—3,099,691,704 | 31 | | Additional paid-in capital | 108,955 | | Retained earnings | 198,905 | | Treasury stock, at cost: September 30, 2024—1,208,453,942 shares and December 31, 2023—1,196,577,865 shares | (75,238) | | Accumulated other comprehensive income (loss) (AOCI) | (44,800) | | Total Citigroup stockholders’ equity | $$205,453 | | Noncontrolling interests | 798 | | Total equity | $$206,251 | | Total liabilities and equity | $$2,411,834 | 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) | In millions of dollars | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Preferred stock at aggregate liquidation value | | | | | | Balance, beginning of period | $18,100 | $20,245 | $17,600 | $18,995 | | Issuance of new preferred stock | 1,500 | 1,500 | 3,800 | 2,750 | | Redemption of preferred stock | (3,250) | (2,250) | (5,050) | (2,250) | | Balance, end of period | $16,350 | $19,495 | $16,350 | $19,495 | | Common stock and additional paid-in capital (APIC) | | | | | | Balance, beginning of period | $108,816 | $108,610 | $108,986 | $108,489 | | Employee benefit plans | 174 | 170 | 37 | 296 | | Other | 10 | 8 | (23) | 3 | | Balance, end of period | $109,000 | $108,788 | $109,000 | $108,788 | | Retained earnings | | | | | | Balance, beginning of period | $202,913 | $199,976 | $198,905 | $194,734 | | Adjustment to opening balance, net of taxes(1) | | | | | | Financial instruments—TDRs and vintage disclosures | — | — | — | 290 | | Adjusted balance, beginning of period | $202,913 | $199,976 | $198,905 | $195,024 | | Citigroup’s net income | 3,238 | 3,546 | 9,826 | 11,067 | | Common dividends(2) | (1,089) | (1,038) | (3,143) | (3,042) | | Preferred dividends | (277) | (333) | (798) | (898) | | Other (primarily reclassifications from APIC for preferred issuance costs on redemptions) | (15) | (16) | (20) | (16) | | Balance, end of period | $204,770 | $202,135 | $204,770 | $202,135 | | Treasury stock, at cost | | | | | | Balance, beginning of period | $(74,842) | $(74,247) | $(75,238) | $(73,967) | | Employee benefit plans(3) | 2 | 9 | 898 | 729 | | Treasury stock acquired(4) | (1,000) | (500) | (1,500) | (1,500) | | Balance, end of period | $(75,840) | $(74,738) | $(75,840) | $(74,738) | | Citigroup’s accumulated other comprehensive income (loss) | | | | | | Balance, beginning of period | $(46,677) | $(45,865) | $(44,800) | $(47,062) | | Adjustment to opening balance, net of taxes(5) | — | — | — | 27 | | Adjusted balance, beginning of period | $(46,677) | $(45,865) | $(44,800) | $(47,035) | | Citigroup’s total other comprehensive income | 1,480 | (312) | (397) | 858 | | Balance, end of period | $(45,197) | $(46,177) | $(45,197) | $(46,177) | | Total Citigroup common stockholders’ equity | $192,733 | $190,008 | $192,733 | $190,008 | | Total Citigroup stockholders’ equity | $209,083 | $209,503 | $209,083 | $209,503 | | Noncontrolling interests | | | | | | Balance, beginning of period | $834 | $703 | $798 | $649 | | Transactions between Citigroup and the noncontrolling-interest shareholders | — | (15) | (9) | (14) | | Net income attributable to noncontrolling-interest shareholders | 35 | 41 | 117 | 122 | | Distributions paid to noncontrolling-interest shareholders | (90) | — | (94) | (82) | | Other comprehensive income (loss) attributable to noncontrolling-interest shareholders | 40 | (37) | 7 | 9 | | Other | — | — | — | 8 | | Net change in noncontrolling interests | $(15) | $(11) | $21 | $43 | | Balance, end of period | $819 | $692 | $819 | $692 | | Total equity | $209,902 | $210,195 | $209,902 | $210,195 | (1) See “Accounting Changes” in Note 1 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. (2) Common dividends declared were $0.56 for 3Q24, $0.53 per share for both 1Q24 and 2Q24, $0.53 for 3Q23 and $0.51 per share for both 1Q23 and 2Q23. (3) Includes treasury stock related to certain activity under Citi’s employee restricted or deferred stock programs where shares are withheld to satisfy employees’ tax requirements. (4) Primarily consists of open market purchases under Citi’s Board of Directors–approved common stock repurchase program. (5) See Note 1 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements. This page intentionally left blank. CONSOLIDATED STATEMENT OF CASH FLOWS Citigroup Inc. and Subsidiaries (UNAUDITED) | In millions of dollars | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | | Cash flows from operating activities of continuing operations | | | | Net income before attribution of noncontrolling interests | $9,943 | $11,189 | | Net income attributable to noncontrolling interests | 117 | 122 | | Citigroup’s net income | $9,826 | $11,067 | | Income (loss) from discontinued operations, net of taxes | (2) | — | | Income from continuing operations—excluding noncontrolling interests | $9,828 | $11,067 | | Adjustments to reconcile net income to net cash provided by (used in) operating activities of continuing operations | | | | Net loss (gain) on sale of significant disposals(1) | — | (1,462) | | Depreciation and amortization | 3,292 | 3,388 | | Deferred income taxes | (1,574) | (979) | | Provisions for credit losses and for benefits and claims | 7,516 | 5,639 | | Realized gains from sales of investments | (210) | (151) | | Impairment losses on investments and other assets | 92 | 227 | | Change in trading account assets | (46,456) | (72,397) | | Change in trading account liabilities | (12,811) | (6,023) | | Change in brokerage receivables net of brokerage payables | 7,909 | (6,144) | | Change in loans held-for-sale (HFS) | (3,211) | 2,117 | | Change in other assets | (4,327) | (7,134) | | Change in other liabilities(2) | (7,663) | (3,715) | | Other, net | 3,150 | 6,817 | | Total adjustments | $(54,293) | $(79,817) | | Net cash provided by (used in) operating activities of continuing operations | $(44,465) | $(68,750) | | Cash flows from investing activities of continuing operations | | | | Change in securities borrowed and purchased under agreements to resell | $59,772 | $30,342 | | Change in loans | (10,257) | (17,733) | | Purchase of portfolio of consumer loans | (700) | — | | Proceeds from sales and securitizations of loans | 3,368 | 3,397 | | Net payment due to transfer of net liabilities associated with divestitures(1) | — | (1,166) | | Available-for-sale (AFS) debt securities | | | | Purchases of investments | (181,245) | (171,154) | | Proceeds from sales of investments | 40,839 | 35,580 | | Proceeds from maturities of investments | 164,025 | 149,049 | | Held-to-maturity (HTM) debt securities | | | | Purchases of investments | (11,878) | (734) | | Proceeds from maturities of investments | 17,340 | 6,955 | | Capital expenditures on premises and equipment and capitalized software | (4,812) | (4,818) | | Proceeds from sales of premises and equipment and repossessed assets | 201 | 16 | | Other, net | 1,848 | 273 | | Net cash provided by (used in) investing activities of continuing operations | $78,501 | $30,007 | | Cash flows from financing activities of continuing operations | | | | Dividends paid | $(3,885) | $(3,899) | | Issuance of preferred stock | 3,786 | 2,739 | | Redemption of preferred stock | (5,050) | (750) | | CONSOLIDATED STATEMENT OF CASH FLOWS / (UNAUDITED) (Continued) / In millions of dollars | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | | Treasury stock acquired | $(1,506) | $(1,429) | | Stock tendered for payment of withholding taxes | (448) | (324) | | Change in securities loaned and sold under agreements to repurchase | 270 | 54,326 | | Issuance of long-term debt | 78,163 | 52,465 | | Payments and redemptions of long-term debt | (67,529) | (50,296) | | Change in deposits | 1,318 | (92,448) | | Change in short-term borrowings | 3,883 | (5,430) | | Net cash provided by (used in) financing activities of continuing operations | $9,002 | $(45,046) | | Effect of exchange rate changes on cash, due from banks and deposits with banks | $(876) | $(4,249) | | Change in cash, due from banks and deposits with banks | 42,162 | (88,038) | | Cash, due from banks and deposits with banks at beginning of period | 260,932 | 342,025 | | Cash, due from banks and deposits with banks at end of period | $303,094 | $253,987 | | Cash and due from banks (including segregated cash and other deposits) | $25,266 | $26,548 | | Deposits with banks, net of allowance | 277,828 | 227,439 | | Cash, due from banks and deposits with banks at end of period | $303,094 | $253,987 | | Supplemental disclosure of cash flow information for continuing operations | | | | Cash paid during the period for income taxes(3) | $4,464 | $4,071 | | Cash paid during the period for interest | 67,152 | 51,873 | | Non-cash investing activities(1)(4)(5) | | | | Transfer of investment securities from HTM to AFS | — | $3,324 | | Transfers to loans HFS (Other assets) from loans HFI | 3,861 | 6,031 | | Transfers from loans HFS (Other assets) to loans HFI | — | 322 | | Non-cash financing activities(1)(5) | | | | Non-cash redemption of preferred stock and increase in short-term borrowings | — | $1,500 | (1) See Note 2. (2) Includes balances related to the FDIC special assessment and restructuring charges (see Note 9). (3) Includes net cash paid (received) for purchases and sales of nonrefundable, transferable tax credits. (4) In January 2023, Citi adopted ASU 2022-01. Upon adoption, Citi transferred $3.3 billion of mortgage-backed securities from HTM classification to AFS classification as allowed under the ASU. At the time of transfer, the securities were in an unrealized gain position of $0.1 billion, which was recorded in AOCI upon transfer. (5) Operating and finance lease right-of-use assets and lease liabilities represent non-cash investing and financing activities, respectively, and are not included in the non-cash investing activities presented here. See Note 26 for more information and balances as of September 30, 2024. 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 September 30, 2024 and for the three and nine months ended September 30, 2024 and 2023 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 within Citigroup’s Annual Report on Form 10-K for the year ended December 31, 2023 (2023 Form 10-K), Citigroup’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024 (First Quarter of 2024 Form 10-Q) and Citigroup’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024 (Second Quarter of 2024 Form 10-Q). 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 and updates have been made to the prior periods’ financial statements and notes to conform to the current period’s presentation. Cash equivalents are defined as those amounts included in Cash and due from banks and predominately all of Deposits with banks. Cash flows from risk management activities are classified in the same category as the related assets and liabilities. Amounts included in Cash and due from banks and Deposits with banks approximate fair value. ACCOUNTING CHANGES Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions In June 2022, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions. The ASU was issued to address diversity in practice whereby certain entities included the impact of contractual restrictions when valuing equity securities, and it clarifies that a contractual restriction on the sale of an equity security should not be considered part of the unit of account of the equity security and, therefore, should not be considered in measuring fair value. The ASU also includes requirements for entities to disclose the fair value of equity securities subject to contractual sale restrictions, the nature and remaining duration of the restrictions and the circumstances that could cause a lapse in the restrictions. Citi adopted the ASU on January 1, 2024, which did not impact the financial statements of the Company. Accounting for Investments in Tax Credit Structures In March 2023, the FASB issued ASU No. 2023‐02, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method. The ASU expanded the scope of tax equity investments eligible to apply the proportional amortization method of accounting. Under the proportional amortization method, the cost of an eligible investment is amortized in proportion to the income tax credits and other income tax benefits that are received by the investor, with the amortization of the investment and the income tax credits being presented net in the income statement as components of income tax expense (benefit). The ASU permits the Company to elect to use the proportional amortization method to account for an expanded range of eligible tax-incentivized investments if certain conditions are met. Citi adopted the ASU on January 1, 2024, which did not have a material impact to the financial statements of the Company. See Note 1 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K for a discussion of 2023 accounting changes. FUTURE ACCOUNTING CHANGES Disaggregation of Income Statement Expenses In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40), to improve the disclosures of expenses by requiring public business entities to provide further disaggregation of relevant expense captions (i.e., employee compensation, depreciation, intangible asset amortization) in a separate note to the financial statements, a qualitative description of the amounts remaining in relevant expense captions that are not separately disaggregated quantitatively, and the total amount of selling expenses and, in an annual reporting period, an entity’s definition of selling expenses. The ASU is required to be adopted on a retrospective or prospective basis and will be effective for Citi for its annual period ending December 31, 2027 and interim periods for the interim period beginning January 1, 2028. Citi is currently evaluating the impact on its disclosures. Accounting for and Disclosure of Crypto Assets In December 2023, the FASB issued ASU No. 2023-08, Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets, intended to improve the accounting for certain crypto assets by requiring an entity to measure those assets at fair value each reporting period, with changes in fair value recognized in net income. The amendments also improve the information provided to investors about an entity’s crypto asset holdings by requiring disclosure about significant holdings, contractual sale restrictions and changes during the reporting period. The guidance is effective for fiscal years beginning after December 15, 2024, and interim periods within those fiscal years with early adoption permitted. Citi does not hold any crypto assets within the scope of the guidance. Income Taxes (Topic 740): Improvements to Income Tax Disclosures In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, intended to enhance the transparency and decision usefulness of income tax disclosures. This guidance requires that public business entities disclose on an annual basis a tabular rate reconciliation in eight specific categories disaggregated by nature and for foreign tax effects by jurisdiction that meet a 5% of pretax income multiplied by the applicable statutory tax rate or greater threshold annually. The eight categories include state and local income taxes, net of federal income tax effect; foreign tax effects; enactment of new tax laws; enactment of new tax credits; effect of cross-border tax laws; valuation allowances; nontaxable items and nondeductible items; and changes in unrecognized tax benefits. Additional disclosures include qualitative description of the state and local jurisdictions that contribute to the majority (greater than 50%) of the effect of the state and local income tax category and explanation of the nature and effect of changes in individual reconciling items. The guidance also requires entities annually to disclose income taxes paid (net of refunds received) disaggregated by federal, state and foreign taxes and by jurisdiction identified based on the same 5% quantitative threshold. The standard is effective for fiscal years beginning after December 15, 2024. The transition method is prospective with the retrospective method permitted. Citi plans to adopt the ASU for the annual reporting period beginning on January 1, 2025, and is currently evaluating the impact on disclosures. Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, intended to improve reportable segments disclosure requirements primarily through enhanced disclosures about significant segment expenses. The ASU includes a requirement to disclose significant segment expenses that are regularly provided to the chief operating decision maker (CODM) and included within each reported measure of segment profit or loss, the title and position of the CODM, an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources, and all segments’ profit or loss and assets disclosures currently required annually by Topic 280 along with those introduced by the ASU to be reported on an interim basis. The amendments also clarified that public entities are not precluded from reporting additional measures of a segment’s profit or loss that are regularly used by the CODM. Citi plans to adopt the ASU on a retrospective basis for its annual period ending December 31, 2024 and for the interim period beginning January 1, 2025. 2. DISCONTINUED OPERATIONS, SIGNIFICANT DISPOSALS AND OTHER BUSINESS EXITS Summary of Discontinued Operations Citi’s results from Discontinued operations consisted of residual activities related to the sales of the Egg Banking plc credit card business in 2011 and the German retail banking business in 2008. All Discontinued operations results are recorded within All Other. Citi’s Income (loss) from discontinued operations, net of taxes was $(1) million and $2 million for the three months ended September 30, 2024 and 2023, and $(2) million and $0 million for the nine months ended September 30, 2024 and 2023, respectively. Cash flows from Discontinued operations were not material for the periods presented. Significant Disposals As of September 30, 2024, Citi had closed the sales of nine consumer banking businesses within All Other—Legacy Franchises: Australia closed in the second quarter of 2022, the Philippines closed in the third quarter of 2022, Bahrain, Malaysia and Thailand closed in the fourth quarter of 2022, India and Vietnam closed in the first quarter of 2023, Taiwan closed in the third quarter of 2023 and Indonesia closed in the fourth quarter of 2023. Of the nine sale agreements, the five included in the table below were identified as significant disposals. The gains and losses included in the footnotes to the table below represent life-to-date amounts, which are periodically updated due to post-closing purchase price adjustments. As of September 30, 2024, there were no remaining assets or liabilities included on Citi’s Consolidated Balance Sheet related to the significant disposals: | In millions of dollars / Consumer banking business in | In millions of dollars / Sale agreement date | Closing date | Income (loss) before taxes(6) / Three Months Ended September 30, 2024 | Income (loss) before taxes(6) / Three Months Ended September 30, 2023 | Income (loss) before taxes(6) / Nine Months Ended September 30, 2024 | Income (loss) before taxes(6) / Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | --- | --- | | Australia(1) | 8/9/2021 | 6/1/2022 | — | — | — | — | | Philippines(2) | 12/23/2021 | 8/1/2022 | — | — | — | — | | Thailand(3) | 1/14/2022 | 11/1/2022 | — | — | — | — | | India(4) | 3/30/2022 | 3/1/2023 | — | — | — | 2 | | Taiwan(5) | 1/28/2022 | 8/12/2023 | — | (1) | — | 91 | (1) On June 1, 2022, Citi completed the sale of its Australia consumer banking business, which was part of All Other—Legacy Franchises. The business had approximately $9.4 billion in assets, including $9.3 billion of loans (net of allowance of $140 million) and excluding goodwill. The total amount of liabilities was $7.3 billion, including $6.8 billion in deposits. The transaction generated a pretax loss on sale of approximately $768 million ($644 million after-tax), subject to closing adjustments, recorded in Other revenue. The loss on sale primarily reflected the impact of an approximate pretax $620 million CTA loss (net of hedges) ($470 million after-tax) already reflected in the AOCI component of equity. The sale closed on June 1, 2022, and the CTA-related balance was removed from AOCI, resulting in a neutral CTA impact to Citi’s CET1 Capital. The income before taxes in the above table for Australia reflects Citi’s ownership through June 1, 2022. (2) On August 1, 2022, Citi completed the sale of its Philippines consumer banking business, which was part of All Other—Legacy Franchises. The business had approximately $1.8 billion in assets, including $1.2 billion of loans (net of allowance of $80 million) and excluding goodwill. The total amount of liabilities was $1.3 billion, including $1.2 billion in deposits. The sale resulted in a pretax gain on sale of approximately $618 million ($290 million after-tax), subject to closing adjustments, recorded in Other revenue. The income before taxes in the above table for the Philippines reflects Citi’s ownership through August 1, 2022. (3) On November 1, 2022, Citi completed the sale of its Thailand consumer banking business, which was part of All Other—Legacy Franchises. The business had approximately $2.7 billion in assets, including $2.4 billion of loans (net of allowance of $67 million) and excluding goodwill. The total amount of liabilities was $1.0 billion, including $0.8 billion in deposits. The sale resulted in a pretax gain on sale of approximately $209 million ($115 million after-tax), subject to closing adjustments, recorded in Other revenue. The income before taxes in the above table for Thailand reflects Citi’s ownership through November 1, 2022. (4) On March 1, 2023, Citi completed the sale of its India consumer banking business, which was part of All Other—Legacy Franchises. The business had approximately $5.2 billion in assets, including $3.4 billion of loans (net of allowance of $32 million) and excluding goodwill. The total amount of liabilities was $5.2 billion, including $5.1 billion in deposits. The sale resulted in a pretax gain on sale of approximately $1.0 billion ($718 million after-tax), subject to closing adjustments, recorded in Other revenue. The income before taxes in the above table for India reflects Citi’s ownership through March 1, 2023. (5) On August 12, 2023, Citi completed the sale of its Taiwan consumer banking business, which was part of All Other—Legacy Franchises. The business had approximately $11.6 billion in assets, including $7.2 billion of loans (net of allowance of $92 million) and excluding goodwill. The total amount of liabilities was $9.2 billion, including $9.0 billion in deposits. The sale resulted in a pretax gain on sale of approximately $405 million ($286 million after-tax), subject to closing adjustments, recorded in Other revenue. The income before taxes in the above table for Taiwan reflects Citi’s ownership through August 12, 2023. (6) Income before taxes for the period in which the individually significant component was classified as HFS for all prior periods presented. For Australia, excludes the pretax loss on sale. For the Philippines, Thailand, India and Taiwan, excludes the pretax gain on sale. Citi did not have any other significant disposals as of September 30, 2024. As of November 7, 2024, Citi had not entered into sale agreements for the remaining All Other—Legacy Franchises businesses to be sold, specifically the Poland consumer banking business and the Mexico Consumer/SBMM businesses. 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 2023 Form 10-K. Other Business Exits Wind-Down of Korea Consumer Banking Business On October 25, 2021, Citi disclosed its decision to wind down and close its Korea consumer banking business, which is reported in All Other—Legacy Franchises. In connection with the announcement, Citibank Korea Inc. (CKI) commenced a voluntary early termination program (Korea VERP). Due to the voluntary nature of this termination program, no liabilities for termination benefits are recorded until CKI makes formal offers to employees that are then irrevocably accepted by those employees, at which time related charges are recorded in Compensation and benefit expenses. The following table summarizes the reserve charges related to the Korea VERP and other initiatives reported in All Other: | In millions of dollars | Employee termination costs | | --- | --- | | Total Citigroup (pretax) | | | Original charges in fourth quarter 2021 | $1,052 | | Utilization | (1) | | Foreign exchange | 3 | | Balance at December 31, 2021 | $1,054 | | Additional charges in first quarter 2022 | $31 | | Utilization | (347) | | Foreign exchange | (24) | | Balance at March 31, 2022 | $714 | | Additional charges (releases) | $(3) | | Utilization | (670) | | Foreign exchange | (41) | | Balance at June 30, 2022 | — | Note: There were no additional charges after June 30, 2022. The total cash charges for the wind-down were $1.1 billion through 2022, most of which were recognized in 2021. Citi does not expect to record any additional charges in connection with the Korea VERP. See Note 8 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K for details on the pension impact of the Korea wind-down. Wind-Down of Russia Consumer and Institutional Banking Businesses On August 25, 2022, Citi announced its decision to wind down its consumer banking and local commercial banking operations in Russia. As part of the wind-down, Citi is also actively pursuing sales of certain Russian consumer banking portfolios. On October 14, 2022, Citi disclosed that it would end nearly all of the institutional banking services it offered in Russia by the end of the first quarter of 2023. Going forward, Citi’s only operations in Russia are those necessary to fulfill its remaining legal and regulatory obligations. Portfolio Sales - During the second quarter of 2023, Citi recorded an incremental gain of $5 million related to post-closing contingency payments for the previously disclosed personal installment loan sale in Other revenue. The previously disclosed sale of a portfolio of ruble-denominated personal installment loans resulted in a pretax net loss on sale of approximately $7 million. - During the third and fourth quarters of 2023 and the first and second quarters of 2024, as part of the previously disclosed cards referral agreement with a Russian bank, approximately $55 million of credit card receivables were settled upon referral and refinanced. Wind-Down Charges The following tables provide details on Citi’s Russia wind-down charges: _Three Months Ended September 30, 2024_ | In millions of dollars | All Other | Services, Markets and Banking | Total | | --- | --- | --- | --- | | Severance(1) | $3 | — | $3 | | Vendor termination and other costs(2) | 1 | — | 1 | | Total | $4 | — | $4 | _Program-to-date September 30, 2024_ | In millions of dollars | All Other | Services, Markets and Banking | Total | | --- | --- | --- | --- | | Severance(1) | $41 | $10 | $51 | | Vendor termination and other costs(2) | 20 | — | 20 | | Total | $61 | $10 | $71 | _Estimated additional charges as of September 30, 2024_ | In millions of dollars | All Other | Services, Markets and Banking | Total | | --- | --- | --- | --- | | Severance(1) | $19 | $1 | $20 | | Vendor termination and other costs(2) | 22 | — | 22 | | Total | $41 | $1 | $42 | (1) Recorded in Compensation and benefits. (2) Recorded in Other operating expenses. 3. OPERATING SEGMENTS The operating segments and reporting units reflect how the CEO, who is the chief operating decision maker (CODM), manages the Company, including allocating resources and measuring performance. Citi is organized into five reportable operating segments: Services, Markets, Banking, U.S. Personal Banking (USPB) and Wealth, with the remaining operations recorded in All Other, which includes activities not assigned to a specific reportable operating segment, as well as discontinued operations. See operating segment details in Note 3 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. During the third quarter of 2024, Citi reallocated certain deposit balances from Markets to All Other, to consolidate funding strategies across the Company. This change had no material impact to operating results of Markets or All Other. Prior periods were not reclassified and Citi’s consolidated results remained unchanged for all periods presented. During the second quarter of 2024, Citi realigned businesses engaged in financing and securitization activities within Banking and Markets, transferred the retail banking business in the U.K., which is being wound down, from Wealth to All Other and made other immaterial reclassifications to align with Citi’s transformation and strategy. These reclassifications did not materially change segment or All Other results, and prior periods were conformed to reflect these changes. Citi’s consolidated results remain unchanged for all periods presented. Beginning in the first quarter of 2024, Citi reallocated certain customer balances between All Other—Legacy Franchises, Services, Markets and Banking in preparation for the IPO of the Mexico Consumer/SBMM operations, and made other immaterial reclassifications. These reallocations and reclassifications did not materially change segment or All Other results and prior periods were conformed to reflect these changes. Citi’s consolidated results remain unchanged for all periods presented. Revenues and expenses directly associated with each respective business segment or component are included in determining respective operating results. Other revenues and expenses that are attributable to a particular business segment or component are generally allocated from All Other based on respective net revenues, non-interest expenses or other relevant measures. Revenues and expenses from transactions with other operating segments or components are treated as transactions with external parties for purposes of segment disclosures, while funding charges paid by operating segments and funding credits received by Corporate Treasury within All Other are included in net interest income. The Company includes intersegment eliminations within All Other to reconcile the operating segment results to Citi’s consolidated results. The accounting policies of these reportable operating segments are the same as those disclosed in Note 1 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. The following tables present certain information regarding the Company’s continuing operations by reportable operating segments and All Other on a managed basis that excludes divestiture-related impacts. Performance measurement is based on Income (loss) from continuing operations. These results are used by the CODM, both in evaluating the performance of, and in allocating resources to, each of the segments. | In millions of dollars, except identifiable assets, average loans and average deposits in billions | Three Months Ended September 30, / Services / 2024 | Three Months Ended September 30, / Services / 2023 | Three Months Ended September 30, / Markets / 2024 | Three Months Ended September 30, / Markets / 2023 | Three Months Ended September 30, / Banking / 2024 | Three Months Ended September 30, / Banking / 2023 | Three Months Ended September 30, / USPB / 2024 | Three Months Ended September 30, / USPB / 2023 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Net interest income | $3,435 | $3,440 | $1,405 | $1,695 | $527 | $555 | $5,293 | $5,175 | | Non-interest revenue | 1,593 | 1,196 | 3,412 | 3,053 | 1,070 | 818 | (248) | (258) | | Total revenues, net of interest expense | $5,028 | $4,636 | $4,817 | $4,748 | $1,597 | $1,373 | $5,045 | $4,917 | | Provisions for credit losses and for benefits and claims | $127 | $95 | $141 | $162 | $177 | $(56) | $1,909 | $1,459 | | Provision (benefits) for income taxes | 630 | 666 | 248 | 211 | 68 | 47 | 157 | 221 | | Income (loss) from continuing operations | 1,683 | 1,355 | 1,089 | 1,065 | 236 | 157 | 522 | 756 | | Identifiable assets (September 30, 2024 and December 31, 2023) | $608 | $586 | $1,002 | $1,008 | $151 | $148 | $245 | $242 | | Average loans | 87 | 83 | 119 | 108 | 88 | 89 | 210 | 196 | | Average deposits | 825 | 797 | 19 | 23 | 1 | 1 | 85 | 110 | | | Wealth | | All Other(1) | | Reconciling Items(1) | | Total Citi | | | | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | | Net interest income | $1,233 | $1,164 | $1,469 | $1,799 | — | — | $13,362 | $13,828 | | Non-interest revenue | 769 | 667 | 356 | 439 | 1 | 396 | 6,953 | 6,311 | | Total revenues, net of interest expense | $2,002 | $1,831 | $1,825 | $2,238 | $1 | $396 | $20,315 | $20,139 | | Provisions for credit losses and for benefits and claims | $33 | $(2) | $289 | $199 | $(1) | $(17) | $2,675 | $1,840 | | Provision (benefits) for income taxes | 85 | 32 | (52) | (59) | (20) | 85 | 1,116 | 1,203 | | Income (loss) from continuing operations | 283 | 132 | (494) | (94) | (45) | 214 | 3,274 | 3,585 | | Identifiable assets (September 30, 2024 and December 31, 2023) | $230 | $229 | $195 | $199 | | | $2,431 | $2,412 | | Average loans | 150 | 151 | 33 | 35 | | | 687 | 662 | | Average deposits | 316 | 305 | 65 | 79 | | | 1,311 | 1,315 | | In millions of dollars, except average loans and average deposits in billions | Nine Months Ended September 30, / Services / 2024 | Nine Months Ended September 30, / Services / 2023 | Nine Months Ended September 30, / Markets / 2024 | Nine Months Ended September 30, / Markets / 2023 | Nine Months Ended September 30, / Banking / 2024 | Nine Months Ended September 30, / Banking / 2023 | Nine Months Ended September 30, / USPB / 2024 | Nine Months Ended September 30, / USPB / 2023 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Net interest income | $9,977 | $9,809 | $5,149 | $5,246 | $1,636 | $1,610 | $15,622 | $14,912 | | Non-interest revenue | 4,497 | 3,776 | 10,111 | 10,037 | 3,324 | 2,127 | (480) | (665) | | Total revenues, net of interest expense | $14,474 | $13,585 | $15,260 | $15,283 | $4,960 | $3,737 | $15,142 | $14,247 | | Provisions for credit losses and for benefits and claims | $164 | $304 | $329 | $229 | $16 | $(327) | $6,428 | $4,633 | | Provision (benefits) for income taxes | 1,626 | 1,952 | 924 | 1,166 | 346 | 83 | 306 | 487 | | Income (loss) from continuing operations | 4,696 | 3,894 | 3,979 | 4,066 | 1,172 | 265 | 990 | 1,619 | | Average loans | $84 | $81 | $119 | $109 | $89 | $92 | $207 | $189 | | Average deposits | 812 | 814 | 23 | 23 | 1 | 1 | 93 | 111 | | | Wealth | | All Other(1) | | Reconciling Items(1) | | Total Citi | | | | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | | Net interest income | $3,261 | $3,371 | $4,717 | $6,128 | — | — | $40,362 | $41,076 | | Non-interest revenue | 2,248 | 1,986 | 1,474 | 1,277 | 22 | 1,408 | 21,196 | 19,946 | | Total revenues, net of interest expense | $5,509 | $5,357 | $6,191 | $7,405 | $22 | $1,408 | $61,558 | $61,022 | | Provisions for credit losses and for benefits and claims | $(146) | $(7) | $718 | $844 | $7 | $(37) | $7,516 | $5,639 | | Provision (benefits) for income taxes | 202 | 104 | (29) | (377) | (76) | 409 | 3,299 | 3,824 | | Income (loss) from continuing operations | 668 | 398 | (1,389) | 177 | (171) | 770 | 9,945 | 11,189 | | Average loans | $150 | $150 | $33 | $36 | | | $682 | $657 | | Average deposits | 316 | 311 | 71 | 79 | | | 1,316 | 1,339 | (1) Segment results are presented on a managed basis that excludes divestiture-related impacts related to (i) Citi’s divestitures of its Asia consumer banking businesses and (ii) the planned IPO of Mexico consumer banking and small business and middle-market banking within All Other—Legacy Franchises. Adjustments are included in Legacy Franchises within All Other and are reflected in the reconciliations above to arrive at Citi’s reported results in the Consolidated Statement of Income. The following table presents a reconciliation of total Citigroup income from continuing operations as reported: | Line item | Three Months Ended September 30, | Nine Months Ended September 30, | | --- | --- | --- | | In millions of dollars | 2023(2) | 2023(4) | | Total segments and All Other—income from continuing operations(5) | $$3,371 | $$10,419 | | Divestiture-related impact on: | | | | Total revenues, net of interest expense | 396 | 1,408 | | Total operating expenses | 114 | 266 | | Provision (release) for credit losses | (17) | (37) | | Provision (benefits) for income taxes | 85 | 409 | | Income from continuing operations | $$3,585 | $$11,189 | (1) The three months ended September 30, 2024 includes approximately $67 million in operating expenses (approximately $46 million after-tax), primarily related to separation costs in Mexico and severance costs in the Asia exit markets. (2) The three months ended September 30, 2023 includes an approximate $403 million gain on sale recorded in revenue (approximately $284 million after various taxes) related to Citi’s sale of the Taiwan consumer banking business and approximately $114 million in operating expenses (approximately $78 million after-tax), primarily related to separation costs in Mexico and severance costs in the Asia exit markets. For additional information, see Citi’s Quarterly Report on Form 10-Q for the period ended September 30, 2023. (3) The nine months ended September 30, 2024 includes approximately $262 million in operating expenses (approximately $181 million after-tax), primarily related to separation costs in Mexico and severance costs in the Asia exit markets. (4) The nine months ended September 30, 2023 includes an approximate $1.059 billion gain on sale recorded in revenue (approximately $727 million after various taxes) related to Citi’s sale of the India consumer banking business and an approximate $403 million gain on sale recorded in revenue (approximately $284 million after various taxes) related to Citi’s sale of the Taiwan consumer banking business. In addition, the nine months ended September 30, 2023 includes approximately $266 million in operating expenses (approximately $188 million after-tax), primarily related to separation costs in Mexico and severance costs in the Asia exit markets. For additional information, see Citi’s Quarterly Report on Form 10-Q for the period ended September 30, 2023. (5) Segment results are presented on a managed basis that excludes divestiture-related impacts related to (i) Citi’s divestitures of its Asia consumer banking businesses and (ii) the planned IPO of Mexico Consumer/SBMM within All Other—Legacy Franchises. Adjustments are included in Legacy Franchises within All Other and are reflected in the reconciliations above to arrive at Citi’s reported results in the Consolidated Statement of Income. This page intentionally left blank. 4. INTEREST INCOME AND EXPENSE Interest income and Interest expense consisted of the following: | In millions of dollars | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Interest income | | | | | | Consumer loans | $10,051 | $9,609 | $29,629 | $27,195 | | Corporate loans | 5,754 | 5,432 | 17,200 | 15,186 | | Loan interest, including fees | $15,805 | $15,041 | $46,829 | $42,381 | | Deposits with banks | 3,050 | 2,645 | 8,407 | 8,725 | | Securities borrowed and purchased under agreements to resell | 7,293 | 7,363 | 22,326 | 18,791 | | Investments, including dividends | 4,683 | 4,719 | 14,353 | 13,314 | | Trading account assets(1) | 4,451 | 3,893 | 13,082 | 10,391 | | Other interest-earning assets(2) | 1,174 | 1,176 | 3,669 | 3,277 | | Total interest income | $36,456 | $34,837 | $108,666 | $96,879 | | Interest expense | | | | | | Deposits | $10,319 | $9,630 | $30,965 | $26,065 | | Securities loaned and sold under agreements to repurchase | 7,328 | 6,090 | 21,256 | 14,609 | | Trading account liabilities(1) | 792 | 892 | 2,417 | 2,549 | | Short-term borrowings and other interest-bearing liabilities(3) | 2,009 | 1,956 | 5,873 | 5,382 | | Long-term debt | 2,646 | 2,441 | 7,793 | 7,198 | | Total interest expense | $23,094 | $21,009 | $68,304 | $55,803 | | Net interest income | $13,362 | $13,828 | $40,362 | $41,076 | | Provision for credit losses on loans | 2,382 | 1,816 | 7,163 | 5,314 | | Net interest income after provision for credit losses on loans | $10,980 | $12,012 | $33,199 | $35,762 | (1) Interest expense on Trading account liabilities of Services, Markets and Banking is reported as a reduction of Interest income. Interest income and Interest expense on cash collateral positions are reported in interest on Trading account assets and Trading account liabilities, respectively. (2) Includes assets from businesses held-for-sale (see Note 2) and Brokerage receivables. (3) Includes liabilities from businesses held-for-sale (see Note 2) and Brokerage payables. 5. COMMISSIONS AND FEES; ADMINISTRATION AND OTHER FIDUCIARY FEES Commissions and Fees The primary components of Commissions and fees revenue are investment banking fees, brokerage commissions, credit card and bank card income, deposit-related fees and transactional service fees. See Note 3 for segment results and Note 5 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K for additional information on Citi’s commissions and fees. The following table presents Commissions and fees revenue: | In millions of dollars | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Investment banking(1) | $944 | $694 | $2,692 | $2,018 | | Brokerage commissions(2) | 653 | 565 | 1,895 | 1,776 | | Credit and bank card income(3) | | | | | | Interchange fees | 3,052 | 3,015 | 9,074 | 8,944 | | Card-related loan fees | 162 | 123 | 439 | 360 | | Card rewards and partner payments | (3,187) | (3,159) | (9,292) | (9,284) | | Deposit-related fees(4) | 324 | 325 | 1,005 | 924 | | Transactional service fees(5) | 344 | 327 | 1,043 | 978 | | Corporate finance(6) | 164 | 89 | 512 | 277 | | Insurance distribution revenue(7) | 76 | 77 | 238 | 257 | | Insurance premiums(8) | 23 | 26 | 72 | 72 | | Loan servicing | 19 | 21 | 54 | 71 | | Other | 121 | 92 | 349 | 300 | | Total(9) | $2,695 | $2,195 | $8,081 | $6,693 | (1) Investment banking fees are earned primarily by Banking and Markets. For the periods presented, the contract liability amount was negligible. (2) Brokerage commissions are earned primarily by Markets and Wealth. The Company recognized $43 million and $129 million of revenue related to variable consideration for the three and nine months ended September 30, 2024, respectively, and $44 million and $158 million for the three and nine months ended September 30, 2023, respectively. These amounts primarily relate to performance obligations satisfied in prior periods. (3) Credit card and bank card income is earned primarily by USPB and Services. (4) Deposit-related fees are earned primarily by Services. (5) Transactional service fees are earned primarily by Services. (6) Consists primarily of fees earned from structuring and underwriting loan syndications or related financing activity. This activity is accounted for under ASC 310. (7) Insurance distribution revenue is earned primarily by Wealth and Legacy Franchises within All Other. (8)    Insurance premiums are earned primarily by Legacy Franchises within All Other. (9) Commissions and fees include $(2,791) million and $(8,162) million not accounted for under ASC 606, Revenue from Contracts with Customers, for the three and nine months ended September 30, 2024, respectively, and $(2,897) million and $(8,497) million for the three and nine months ended September 30, 2023, 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. Administration and Other Fiduciary Fees Administration and other fiduciary fees revenue is primarily composed of custody fees and fiduciary fees. See Note 3 for segment results and Note 5 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K for additional information on Citi’s administration and other fiduciary fees. The following table presents Administration and other fiduciary fees revenue: | In millions of dollars | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Custody fees(1) | $520 | $469 | $1,562 | $1,424 | | Fiduciary fees(2) | 403 | 370 | 1,183 | 1,024 | | Guarantee fees | 136 | 132 | 397 | 408 | | Total administration and other fiduciary fees(3) | $1,059 | $971 | $3,142 | $2,856 | (1) Custody fees are earned primarily by Services. (2) Fiduciary fees are earned primarily by Wealth and Legacy Franchises within All Other. (3) Administration and other fiduciary fees include $136 million and $132 million for the three months ended September 30, 2024 and 2023, and $397 million and $408 million for the nine months ended September 30, 2024 and 2023, respectively, that are not accounted for under ASC 606, Revenue from Contracts with Customers. These generally include guarantee fees. 6. PRINCIPAL TRANSACTIONS Principal transactions revenue consists of realized and unrealized gains and losses from trading activities. Trading activities include revenues from fixed income, equities, credit and commodities products and foreign exchange transactions that are managed on a portfolio basis and characterized below based on the primary risk managed by each trading desk (as such, the trading desks can be periodically reorganized and thus the risk categories). Not included in the table below is the impact of net interest income related to trading activities, which is an integral part of the profitability of trading activities (see Note 4 for information about net interest income 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 Services, Markets and Banking. These adjustments are discussed further in Note 23. In certain transactions, Citi incurs fees and presents these fees paid to third parties in operating expenses. The following table presents Principal transactions revenue: | In millions of dollars | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Interest rate risks(1) | $659 | $782 | $1,744 | $2,447 | | Foreign exchange risks(2) | 1,505 | 1,464 | 4,313 | 4,598 | | Equity risks(3)(4) | 663 | 308 | 1,964 | 1,147 | | Commodity and other risks(5) | 383 | 475 | 1,007 | 1,443 | | Credit products and risks(6) | 9 | (21) | 339 | (160) | | Total | $3,219 | $3,008 | $9,367 | $9,475 | (1) Includes revenues from government securities, 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) The nine months ended September 30, 2024 include an approximate $400 million episodic gain related to the Visa B exchange completed in the second quarter of 2024. (5) Primarily includes revenues from crude oil, refined oil products, natural gas and other commodities trades. (6) Includes revenues from corporate debt, secondary trading loans, mortgage securities, single name and index credit default swaps, and structured credit products. 7. INCENTIVE PLANS For information on Citi’s incentive plans, see Note 7 to the Consolidated Financial Statements in Citi’s 2023 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 2023 Form 10-K. Net Expense (Benefit) The following tables summarize the components of net expense (benefit) recognized in the Consolidated Statement of Income for the Company’s pension and postretirement benefit plans for Significant Plans and All Other Plans. Service cost is reported in Compensation and benefits expenses and all other components of the net periodic benefit cost are reported in Other operating expenses in the Consolidated Statement of Income. | In millions of dollars | Three Months Ended September 30, / Pension plans / U.S. plans / 2024 | Three Months Ended September 30, / Pension plans / U.S. plans / 2023 | Three Months Ended September 30, / Pension plans / Non-U.S. plans / 2024 | Three Months Ended September 30, / Pension plans / Non-U.S. plans / 2023 | Three Months Ended September 30, / Postretirement benefit plans / U.S. plans / 2024 | Three Months Ended September 30, / Postretirement benefit plans / U.S. plans / 2023 | Three Months Ended September 30, / Postretirement benefit plans / Non-U.S. plans / 2024 | Three Months Ended September 30, / Postretirement benefit plans / Non-U.S. plans / 2023 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Service cost | — | — | $28 | $29 | — | — | — | — | | Interest cost on benefit obligation | 119 | 124 | 105 | 105 | 4 | 4 | 25 | 27 | | Expected return on assets | (150) | (160) | (80) | (84) | (3) | (3) | (19) | (20) | | Amortization of unrecognized: | | | | | | | | | | Prior service (benefit) | — | — | (1) | (1) | (2) | (2) | (1) | (2) | | Net actuarial loss (gain) | 43 | 39 | 18 | 20 | (2) | (3) | 3 | (4) | | Settlement loss(1) | — | — | 4 | 5 | — | — | — | — | | Total net expense (benefit) | $12 | $3 | $74 | $74 | $(3) | $(4) | $8 | $1 | (1) Settlement loss relates to divestiture activities. | In millions of dollars | Nine Months Ended September 30, / Pension plans / U.S. plans / 2024 | Nine Months Ended September 30, / Pension plans / U.S. plans / 2023 | Nine Months Ended September 30, / Pension plans / Non-U.S. plans / 2024 | Nine Months Ended September 30, / Pension plans / Non-U.S. plans / 2023 | Nine Months Ended September 30, / Postretirement benefit plans / U.S. plans / 2024 | Nine Months Ended September 30, / Postretirement benefit plans / U.S. plans / 2023 | Nine Months Ended September 30, / Postretirement benefit plans / Non-U.S. plans / 2024 | Nine Months Ended September 30, / Postretirement benefit plans / Non-U.S. plans / 2023 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Service cost | — | — | $87 | $87 | — | — | $1 | $1 | | Interest cost on benefit obligation | 355 | 374 | 323 | 305 | 12 | 13 | 82 | 79 | | Expected return on assets | (453) | (481) | (249) | (247) | (8) | (10) | (61) | (59) | | Amortization of unrecognized: | | | | | | | | | | Prior service cost (benefit) | 1 | 1 | (3) | (4) | (7) | (7) | (5) | (6) | | Net actuarial loss (gain) | 134 | 118 | 61 | 54 | (7) | (8) | 8 | (14) | | Curtailment (gain)(1) | — | — | — | (8) | — | — | — | — | | Settlement loss(1) | — | — | 6 | 9 | — | — | — | — | | Total net expense (benefit) | $37 | $12 | $225 | $196 | $(10) | $(12) | $25 | $1 | (1) Curtailment and settlement relate to divestiture activities. Funded Status and Accumulated Other Comprehensive Income (AOCI) The following table summarizes the funded status and amounts recognized on the Consolidated Balance Sheet for the Company’s Significant pension and postretirement benefit plans: _Nine Months Ended September 30, 2024_ | In millions of dollars / Change in projected benefit obligation | Pension plans / U.S. plans | Pension plans / Non-U.S. plans | Postretirement benefit plans / U.S. plans | Postretirement benefit plans / Non-U.S. plans | | --- | --- | --- | --- | --- | | Projected benefit obligation at beginning of year | $9,640 | $7,030 | $343 | $1,208 | | Plans measured annually | (18) | (1,663) | — | (219) | | Projected benefit obligation at beginning of year—Significant Plans | $9,622 | $5,367 | $343 | $989 | | First-quarter activity | (244) | (76) | (12) | (3) | | Second-quarter activity | (231) | (376) | (11) | (116) | | Projected benefit obligation at June 30, 2024—Significant Plans | $9,147 | $4,915 | $320 | $870 | | Service cost | — | 11 | — | — | | Interest cost on benefit obligation | 120 | 86 | 4 | 22 | | Actuarial loss | 403 | 33 | 10 | 14 | | Benefits paid, net of participants’ contributions | (224) | (84) | (9) | (22) | | Foreign exchange impact | — | (90) | — | (62) | | Projected benefit obligation at period end—Significant Plans | $9,446 | $4,871 | $325 | $822 | | Change in plan assets | | | | | | Plan assets at fair value at beginning of year | $10,210 | $6,426 | $231 | $970 | | Plans measured annually | — | (1,198) | — | (9) | | Plan assets at fair value at beginning of year—Significant Plans | $10,210 | $5,228 | $231 | $961 | | First-quarter activity | (201) | (112) | — | (8) | | Second-quarter activity | (203) | (275) | (14) | (88) | | Plan assets at fair value at June 30, 2024—Significant Plans | $9,806 | $4,841 | $217 | $865 | | Actual return on plan assets | 474 | 160 | 9 | 63 | | Company contributions, net of reimbursements | 14 | 5 | (2) | — | | Benefits paid, net of participants’ contributions | (224) | (84) | (9) | (22) | | Foreign exchange impact | — | (16) | — | (63) | | Plan assets at fair value at period end—Significant Plans | $10,070 | $4,906 | $215 | $843 | | Qualified plans(1) | $1,126 | $35 | $(110) | $21 | | Nonqualified plans(2) | (502) | — | — | — | | Funded status of the plans at period end—Significant Plans | $624 | $35 | $(110) | $21 | | Net amount recognized at period end | | | | | | Benefit asset | $1,126 | $797 | — | $21 | | Benefit liability | (502) | (762) | (110) | — | | Net amount recognized on the balance sheet—Significant Plans | $624 | $35 | $(110) | $21 | | Amounts recognized in AOCI at period end(3) | | | | | | Prior service (expense) benefit | — | $(8) | $66 | $24 | | Net actuarial (loss) gain | (6,287) | (1,366) | 105 | (221) | | Net amount recognized in AOCI (pretax)—Significant Plans | $(6,287) | $(1,374) | $171 | $(197) | | Accumulated benefit obligation at period end—Significant Plans | $9,423 | $4,662 | $325 | $822 | (1) The U.S. qualified pension plan is fully funded under Employee Retirement Income Security Act of 1974, as amended, funding rules as of January 1, 2024 and no minimum required funding is expected for 2024. (2) The nonqualified plans of the Company are unfunded. (3) The framework for the Company’s pension oversight process includes monitoring of potential settlement charges for all plans. Settlement accounting is triggered when either the sum of all settlements (including lump-sum payments) for the year is greater than service plus interest costs or if more than 10% of the plan’s projected benefit obligation will be settled. Because some of Citi’s significant plans are frozen and have no material service cost, settlement accounting may apply in the future. The following table presents the change in AOCI related to the Company’s pension, postretirement and post employment plans: | In millions of dollars | Three Months Ended September 30, 2024 | Nine Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Beginning of period balance, net of tax(1)(2) | $(5,794) | $(6,050) | $(5,995) | $(5,755) | | Actuarial assumptions changes and plan experience | (458) | 78 | 818 | 703 | | Net gain (loss) due to difference between actual and expected returns | 466 | (10) | (614) | (676) | | Net amortization | 56 | 181 | 47 | 135 | | Curtailment/settlement loss | 4 | 8 | 5 | 1 | | Foreign exchange impact and other | 20 | 148 | 124 | (95) | | Change in deferred taxes, net | (39) | (100) | (68) | 4 | | Change, net of tax | $49 | $305 | $312 | $72 | | End of period balance, net of tax(1)(2) | $(5,745) | $(5,745) | $(5,683) | $(5,683) | (1) See Note 19 for further discussion of net AOCI balance. (2) Includes net of tax amounts for certain profit-sharing plans outside the U.S. Plan Assumptions Certain assumptions used in determining pension and postretirement benefit obligations and net expense (benefit) for the Company’s Significant Plans are presented in the following tables: | During the period | Three Months Ended / Sept. 30, 2024 | Three Months Ended / Jun. 30, 2024 | Sep. 30, 2023 | | --- | --- | --- | --- | | Discount rate | | | | | U.S. plans | | | | | Qualified pension | 5.50% | 5.30% | 5.40% | | Nonqualified pension | 5.60 | 5.40 | 5.45 | | Postretirement benefit plan | 5.60 | 5.40 | 5.50 | | Non-U.S. pension plans | | | | | Range | 1.25–11.40 | 1.35–11.00 | 1.80–10.40 | | Weighted average | 8.08 | 7.92 | 7.72 | | Non-U.S. postretirement benefit plan | 11.40 | 11.05 | 10.40 | | Expected return on assets | | | | | U.S. plans | | | | | Qualified pension | 5.70 | 5.70 | 5.70 | | Postretirement benefit plan | 5.70/3.00 | 5.70/3.00 | 5.70/3.00 | | Non-U.S. pension plans | | | | | Range | 4.30–9.60 | 4.20–9.60 | 4.50–9.90 | | Weighted average | 6.48 | 6.51 | 6.56 | | Non-U.S. postretirement benefit plan | 9.40 | 9.40 | 8.70 | | At period ended(1) | Sept. 30, 2024 | Jun. 30, 2024 | Sep. 30, 2023 | | --- | --- | --- | --- | | Discount rate | | | | | U.S. plans | | | | | Qualified pension | 4.90% | 5.50% | 6.05% | | Nonqualified pension | 4.95 | 5.60 | 6.10 | | Postretirement benefit plan | 4.90 | 5.60 | 6.10 | | Non-U.S. pension plans | | | | | Range | 0.95–11.05 | 1.25–11.40 | 1.85–11.55 | | Weighted average | 7.77 | 8.08 | 8.35 | | Non-U.S. postretirement benefit plan | 11.20 | 11.40 | 11.55 | | Expected return on assets | | | | | U.S. plans | | | | | Qualified pension | 5.70 | 5.70 | 5.70 | | Postretirement benefit plan | 5.70/3.00 | 5.70/3.00 | 5.70/3.00 | | Non-U.S. pension plans | | | | | Range | 4.30–9.60 | 4.30–9.60 | 4.50–9.90 | | Weighted average | 6.42 | 6.48 | 6.70 | | Non-U.S. postretirement benefit plan | 9.40 | 9.40 | 8.70 | (1) Discount rates and expected return on assets at the end of each quarter are utilized in the following quarter’s expense. Sensitivities of Certain Key Assumptions The following table summarizes the estimated effect on the Company’s Significant Plans quarterly net expense (benefit) of a one-percentage-point change in the discount rate: | In millions of dollars | Three Months Ended September 30, 2024 / One-percentage-point increase | One-percentage-point decrease | | --- | --- | --- | | Pension | | | | U.S. plans | $6 | $(6) | | Non-U.S. plans | (2) | 3 | | Postretirement | | | | Non-U.S. plans | (1) | 1 | Contributions For the U.S. pension plans, there were no required minimum cash contributions during the first nine months of 2024. The following table summarizes the Company’s actual contributions for the nine months ended September 30, 2024 and 2023, as well as expected Company contributions for the remainder of 2024 and the actual contributions made in 2023: | In millions of dollars | Pension plans / U.S. plans(1) / 2024 | Pension plans / U.S. plans(1) / 2023 | Pension plans / Non-U.S. plans / 2024 | Postretirement benefit plans / Non-U.S. plans / 2023 | Postretirement benefit plans / U.S. plans / 2024 | Postretirement benefit plans / U.S. plans / 2023 | Non-U.S. plans / 2024 | Non-U.S. plans / 2023 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Company contributions(2) for the nine months ended September 30 | $43 | $43 | $80 | $87 | $8 | — | $7 | $7 | | Company net contributions made during the remainder of the year | — | 15 | — | 31 | — | 8 | — | 2 | | Company contributions expected to be made during the remainder of the year | 16 | — | 21 | — | 2 | — | 3 | — | (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: | In millions of dollars | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | U.S. plans | $141 | $138 | $439 | $413 | | Non-U.S. plans | 110 | 114 | 354 | 342 | Post Employment Plans The following table summarizes the net expense recognized in the Consolidated Statement of Income for the Company’s U.S. post employment plans: | In millions of dollars | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Service-related expense | | | | | | Amortization of unrecognized: | | | | | | Net actuarial loss | $1 | $1 | $2 | $2 | | Total service-related expense | $1 | $1 | $2 | $2 | | Non-service-related expense | 5 | 5 | 18 | 10 | | Total net expense | $6 | $6 | $20 | $12 | 9. RESTRUCTURING As previously disclosed, Citi is pursuing various initiatives to simplify the Company and further align its organizational structure with its business strategy. As part of its overall simplification initiatives, in the fourth quarter of 2023, Citi eliminated the previous Institutional Clients Group and Personal Banking and Wealth Management layers, exited certain institutional business lines, and consolidated its regional structure, creating one international group, while centralizing client capabilities and streamlining its global staff functions. Citi has recorded net restructuring charges of approximately $1.051 billion program-to-date. Restructuring charges are recorded as a separate line item within Operating expenses in the Company’s Consolidated Statement of Income. These charges were included within All Other—Corporate/Other. The following costs associated with these initiatives are included in restructuring charges: - Personnel costs: severance costs associated with actual headcount reductions (as well as those that were probable and could be reasonably estimated) - Other: costs associated with contract terminations and other direct costs associated with the restructuring, including asset write-downs (non-cash write-downs of capitalized software, which are included in Premises and equipment related to exited businesses) The following table is a rollforward of the liability related to the restructuring charges: | In millions of dollars / Balance at December 31, 2022 | Personnelcosts / $ | Personnelcosts / — | Other / $ | Other / — | Total / $ | Total / — | | --- | --- | --- | --- | --- | --- | --- | | 4Q23 restructuring charges | 687 | | 94 | | 781 | | | 4Q23 payments and utilization | — | | (69) | | (69) | | | Foreign exchange | — | | — | | — | | | Balance at December 31, 2023 | $ | $687 | $ | $25 | $ | $712 | | Restructuring charges | $ | $237 | $ | $54 | $ | $291 | | Change in estimate(1) | (66) | | — | | (66) | | | Net restructuring charges | $ | $171 | $ | $54 | $ | $225 | | Payments and utilization | $ | $(127) | $ | $(46) | $ | $(173) | | Foreign exchange | — | | — | | — | | | Balance at March 31, 2024 | $ | $731 | $ | $33 | $ | $764 | | Restructuring charges | $ | $81 | $ | — | $ | $81 | | Change in estimate(1)(2) | (42) | | (3) | | (45) | | | Net restructuring charges | $ | $39 | $ | $(3) | $ | $36 | | Payments and utilization | $ | $(497) | $ | $(30) | $ | $(527) | | Foreign exchange | (1) | | — | | (1) | | | Balance at June 30, 2024 | $ | $272 | $ | — | $ | $272 | | Restructuring charges | $ | $34 | $ | — | $ | $34 | | Change in estimate(1) | (25) | | — | | (25) | | | Net restructuring charges | $ | $9 | $ | — | $ | $9 | | Payments and utilization | $ | $(169) | $ | — | $ | $(169) | | Foreign exchange | (10) | | — | | (10) | | | Balance at September 30, 2024 | $ | $102 | $ | — | $ | $102 | (1) Revisions primarily relate to higher-than-anticipated redeployments of displaced employees to other positions within the Company, job function releveling and employee attrition. (2) Revisions primarily relate to lower-than-anticipated costs associated with contract terminations. 10. EARNINGS PER SHARE The following table reconciles the income and share data used in the basic and diluted earnings per share (EPS) computations: | In millions of dollars, except per share amounts | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Earnings per common share | | | | | | Income from continuing operations before attribution of noncontrolling interests | $3,274 | $3,585 | $9,945 | $11,189 | | Less: Noncontrolling interests from continuing operations | 35 | 41 | 117 | 122 | | Net income from continuing operations (for EPS purposes) | $3,239 | $3,544 | $9,828 | $11,067 | | Income (loss) from discontinued operations, net of taxes | (1) | 2 | (2) | — | | Citigroup’s net income | $3,238 | $3,546 | $9,826 | $11,067 | | Less: Preferred dividends | 277 | 333 | 798 | 898 | | Net income available to common shareholders | $2,961 | $3,213 | $9,028 | $10,169 | | Less: Dividends and undistributed earnings allocated to employee restricted and deferred shares with rights to dividends, and other relevant items(1), applicable to basic EPS | 56 | 53 | 133 | 121 | | Net income allocated to common shareholders for basic EPS | $2,905 | $3,160 | $8,895 | $10,048 | | Weighted-average common shares outstanding applicable to basic EPS (in millions) | 1,899.9 | 1,924.4 | 1,906.0 | 1,936.9 | | Basic earnings per share(2) | | | | | | Income from continuing operations | $1.53 | $1.64 | $4.67 | $5.19 | | Discontinued operations | — | — | — | — | | Net income per share—basic(4) | $1.53 | $1.64 | $4.67 | $5.19 | | Diluted earnings per share | | | | | | Net income allocated to common shareholders for basic EPS | $2,905 | $3,160 | $8,895 | $10,048 | | Add back: Dividends allocated to employee restricted and deferred shares with rights to dividends that are forfeitable | 20 | 16 | 54 | 42 | | Net income allocated to common shareholders for diluted EPS | $2,925 | $3,176 | $8,949 | $10,090 | | Weighted-average common shares outstanding applicable to basic EPS (in millions) | 1,899.9 | 1,924.4 | 1,906.0 | 1,936.9 | | Effect of dilutive securities(3) | | | | | | Other employee plans | 40.4 | 27.3 | 37.1 | 24.6 | | Adjusted weighted-average common shares outstanding applicable to diluted EPS (in millions) | 1,940.3 | 1,951.7 | 1,943.1 | 1,961.5 | | Diluted earnings per share(2) | | | | | | Income from continuing operations | $1.51 | $1.63 | $4.61 | $5.14 | | Discontinued operations | — | — | — | — | | Net income per share—diluted(4) | $1.51 | $1.63 | $4.61 | $5.14 | (1) Other relevant items include issuance costs of $11 million and $5 million in the third quarter of 2024 related to the redemption of preferred stock series M and U, respectively, $8 million in the second quarter of 2024 related to the redemption of preferred stock Series D, $12 million in the first quarter of 2024 related to the remaining redemption of preferred stock Series J, and a benefit of $14 million in the second quarter of 2024 related to the reversal of the 1% excise tax on preferred stock redemptions during 2023 due to the IRS final regulations issued in June 2024. The issuance costs were reclassified from Additional paid-in capital to Retained earnings upon redemption of the preferred stock. See Note 20. The total for this line also includes dividends and undistributed earnings ($40 million combined for the third quarter of 2024) allocated to employee restricted and deferred shares with rights to dividends. (2) Due to rounding, earnings per share on continuing operations and discontinued operations may not sum to earnings per share on net income. (3) During the three and nine months ended September 30, 2024 and 2023, there were no weighted-average options outstanding. (4) Due to rounding, income from continuing operations and discontinued operations may not sum to net income per share—diluted. 11. 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 12 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. Securities borrowed and purchased under agreements to resell, at their respective carrying values, consisted of the following: | In millions of dollars | September 30,2024 | December 31, 2023 | | --- | --- | --- | | Securities purchased under agreements to resell | $213,896 | $267,319 | | Securities borrowed | 72,036 | 78,408 | | Total, net(1) | $285,932 | $345,727 | | Allowance for credit losses on securities purchased and borrowed(2) | (4) | (27) | | Total, net of allowance | $285,928 | $345,700 | Securities loaned and sold under agreements to repurchase, at their respective carrying values, consisted of the following: | In millions of dollars | September 30,2024 | December 31, 2023 | | --- | --- | --- | | Securities sold under agreements to repurchase | $263,298 | $264,958 | | Securities loaned | 15,079 | 13,149 | | Total, net(1) | $278,377 | $278,107 | (1) The above tables do not include securities-for-securities lending transactions of $6.3 billion and $4.3 billion at September 30, 2024 and December 31, 2023, 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. (2) See Note 15. The Company’s policy is 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 the Company elected the fair value option, as described in Notes 23 and 24. 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 24. 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 posts or obtains 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 September 30, 2024_ | In millions of dollars | Gross amountsof recognizedassets | Gross amountsoffset on the Consolidated Balance Sheet(1) | Net amounts ofassets included onthe Consolidated Balance Sheet | Amounts not offset on the Consolidated Balance Sheet but eligible foroffsetting uponcounterparty default(2) | Netamounts(3) | | --- | --- | --- | --- | --- | --- | | Securities purchased under agreements to resell | $534,884 | $320,988 | $213,896 | $203,093 | $10,803 | | Securities borrowed | 92,763 | 20,727 | 72,036 | 21,950 | 50,086 | | Total | $627,647 | $341,715 | $285,932 | $225,043 | $60,889 | | In millions of dollars | Gross amountsof recognizedliabilities | Gross amountsoffset on the Consolidated Balance Sheet(1) | Net amounts ofliabilities included onthe Consolidated Balance Sheet | Amounts not offset on the Consolidated Balance Sheet but eligible foroffsetting uponcounterparty default(2) | Net amounts(3) | | --- | --- | --- | --- | --- | --- | | Securities sold under agreements to repurchase | $584,286 | $320,988 | $263,298 | $212,930 | $50,368 | | Securities loaned | 35,806 | 20,727 | 15,079 | 11,493 | 3,586 | | Total | $620,092 | $341,715 | $278,377 | $224,423 | $53,954 | _As of December 31, 2023_ | In millions of dollars | Gross amountsof recognizedassets | Gross amountsoffset on the Consolidated Balance Sheet(1) | Net amounts ofassets included onthe Consolidated Balance Sheet | Amounts not offset on the Consolidated Balance Sheet but eligible foroffsetting uponcounterparty default(2) | Netamounts(3) | | --- | --- | --- | --- | --- | --- | | Securities purchased under agreements to resell | $515,533 | $248,214 | $267,319 | $244,783 | $22,536 | | Securities borrowed | 97,881 | 19,473 | 78,408 | 25,433 | 52,975 | | Total | $613,414 | $267,687 | $345,727 | $270,216 | $75,511 | | In millions of dollars | Gross amountsof recognizedliabilities | Gross amountsoffset on the Consolidated Balance Sheet(1) | Net amounts ofliabilities included onthe Consolidated Balance Sheet | Amounts not offset on the Consolidated Balance Sheet but eligible foroffsetting uponcounterparty default(2) | Netamounts(3) | | --- | --- | --- | --- | --- | --- | | Securities sold under agreements to repurchase | $513,172 | $248,214 | $264,958 | $181,794 | $83,164 | | Securities loaned | 32,622 | 19,473 | 13,149 | 2,441 | 10,708 | | Total | $545,794 | $267,687 | $278,107 | $184,235 | $93,872 | (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 September 30, 2024_ | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 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 | $ | $324,208 | $ | $154,200 | $ | $47,348 | $ | $58,530 | $ | $584,286 | | Securities loaned | 27,057 | | 142 | | 513 | | 8,094 | | 35,806 | | | Total | $ | $351,265 | $ | $154,342 | $ | $47,861 | $ | $66,624 | $ | $620,092 | _As of December 31, 2023_ | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 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 | $ | $289,907 | $ | $134,870 | $ | $35,639 | $ | $52,756 | $ | $513,172 | | Securities loaned | 24,997 | | — | | 1,270 | | 6,355 | | 32,622 | | | Total | $ | $314,904 | $ | $134,870 | $ | $36,909 | $ | $59,111 | $ | $545,794 | The following tables present the gross amounts of liabilities associated with repurchase agreements and securities lending agreements by class of underlying collateral: _As of September 30, 2024_ | In millions of dollars | Repurchase agreements | Securities lending agreements | Total | | --- | --- | --- | --- | | U.S. Treasury and federal agency securities | $272,578 | $64 | $272,642 | | State and municipal securities | 166 | 13 | 179 | | Foreign government securities | 167,853 | 546 | 168,399 | | Corporate bonds | 17,635 | 231 | 17,866 | | Equity securities | 19,266 | 34,652 | 53,918 | | Mortgage-backed securities | 98,421 | — | 98,421 | | Asset-backed securities | 2,430 | — | 2,430 | | Other | 5,937 | 300 | 6,237 | | Total | $584,286 | $35,806 | $620,092 | _As of December 31, 2023_ | In millions of dollars | Repurchase agreements | Securities lending agreements | Total | | --- | --- | --- | --- | | U.S. Treasury and federal agency securities | $223,343 | $461 | $223,804 | | State and municipal securities | 447 | 2 | 449 | | Foreign government securities | 174,661 | 118 | 174,779 | | Corporate bonds | 12,403 | 195 | 12,598 | | Equity securities | 5,853 | 31,574 | 37,427 | | Mortgage-backed securities | 85,014 | 21 | 85,035 | | Asset-backed securities | 3,032 | 178 | 3,210 | | Other | 8,419 | 73 | 8,492 | | Total | $513,172 | $32,622 | $545,794 | 12. 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 13 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. Brokerage receivables and Brokerage payables consisted of the following: | In millions of dollars | September 30,2024 | December 31, 2023 | | --- | --- | --- | | Receivables from customers | $19,657 | $15,986 | | Receivables from brokers, dealers and clearing organizations | 43,996 | 37,929 | | Total brokerage receivables(1) | $63,653 | $53,915 | | Payables to customers | $57,731 | $49,206 | | Payables to brokers, dealers and clearing organizations | 23,455 | 14,333 | | Total brokerage payables(1) | $81,186 | $63,539 | (1) Includes brokerage receivables and payables recorded by Citi’s 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. 13. INVESTMENTS For additional information regarding Citi’s investment portfolios, including evaluating investments for impairment, see Note 14 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. The following table presents Citi’s investments by category: | In millions of dollars | September 30,2024 | December 31, 2023 | | --- | --- | --- | | Debt securities available-for-sale (AFS) | $234,444 | $256,936 | | Debt securities held-to-maturity (HTM)(1) | 248,274 | 254,247 | | Marketable equity securities carried at fair value(2) | 207 | 258 | | Non-marketable equity securities carried at fair value(2)(5) | 648 | 508 | | Non-marketable equity securities measured using the measurement alternative(3) | 1,762 | 1,639 | | Non-marketable equity securities carried at cost(4) | 5,336 | 5,497 | | Total investments(6) | $490,671 | $519,085 | (1) Carried at adjusted amortized cost basis, net of any ACL. (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 “Non-Marketable Equity Securities Not Carried at Fair Value” below. (4) Represents shares issued by the Federal Reserve Bank, Federal Home Loan Banks and certain exchanges of which Citigroup is a member. (5) Includes $25 million and $25 million of investments in funds for which the fair values are estimated using the net asset value of the Company’s ownership interest in the funds at September 30, 2024 and December 31, 2023, respectively. (6) Not included in the balances above is approximately $2 billion of accrued interest receivable at September 30, 2024 and December 31, 2023, which is included in Other assets on the Consolidated Balance Sheet. The Company does not recognize an allowance for credit losses on accrued interest receivable for AFS and HTM debt securities, consistent with its non-accrual policy, which results in timely write-off of accrued interest. The Company did not reverse through interest income any accrued interest receivables for the quarters ended September 30, 2024 and 2023. The following table presents interest and dividend income on investments: | In millions of dollars | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Taxable interest | $4,513 | $4,547 | $13,841 | $12,831 | | Interest exempt from U.S. federal income tax | 78 | 83 | 239 | 252 | | Dividend income | 92 | 89 | 273 | 231 | | Total interest and dividend income on investments | $4,683 | $4,719 | $14,353 | $13,314 | The following table presents realized gains and losses on the sales of investments, which exclude impairment losses: | In millions of dollars | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Gross realized investment gains | $108 | $83 | $394 | $262 | | Gross realized investment losses | (36) | (53) | (184) | (111) | | Net realized gains on sales of investments | $72 | $30 | $210 | $151 | Debt Securities Available-for-Sale The amortized cost and fair value of AFS debt securities were as follows: | In millions of dollars | September 30, 2024 / Amortizedcost | September 30, 2024 / Grossunrealizedgains | September 30, 2024 / Grossunrealizedlosses | September 30, 2024 / Allowance for credit losses | September 30, 2024 / Fairvalue | December 31, 2023 / Amortizedcost | December 31, 2023 / Grossunrealizedgains | December 31, 2023 / Grossunrealizedlosses | December 31, 2023 / Allowance for credit losses | December 31, 2023 / Fairvalue | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Debt securities AFS | | | | | | | | | | | | Mortgage-backed securities(1) | | | | | | | | | | | | U.S. government-sponsored agency guaranteed(2)(3) | $32,244 | $211 | $578 | — | $31,877 | $30,279 | $170 | $734 | — | $29,715 | | Residential | 628 | — | 3 | — | 625 | 426 | — | 3 | — | 423 | | Commercial | 1 | — | — | — | 1 | 1 | — | — | — | 1 | | Total mortgage-backed securities | $32,873 | $211 | $581 | — | $32,503 | $30,706 | $170 | $737 | — | $30,139 | | U.S. Treasury and federal agency securities | | | | | | | | | | | | U.S. Treasury | $60,069 | $60 | $585 | — | $59,544 | $81,684 | $59 | $1,382 | — | $80,361 | | Total U.S. Treasury and federal agency securities | $60,069 | $60 | $585 | — | $59,544 | $81,684 | $59 | $1,382 | — | $80,361 | | State and municipal | $1,956 | $9 | $78 | — | $1,887 | $2,204 | $18 | $91 | — | $2,131 | | Foreign government | 129,843 | 629 | 832 | — | 129,640 | 132,045 | 528 | 1,375 | — | 131,198 | | Corporate | 5,789 | 32 | 131 | 8 | 5,682 | 5,610 | 18 | 208 | 8 | 5,412 | | Asset-backed securities(1) | 823 | 15 | — | — | 838 | 921 | 17 | — | — | 938 | | Other debt securities | 4,350 | 2 | 2 | — | 4,350 | 6,754 | 4 | 1 | — | 6,757 | | Total debt securities AFS | $235,703 | $958 | $2,209 | $8 | $234,444 | $259,924 | $814 | $3,794 | $8 | $256,936 | (1) The Company invests in mortgage- and asset-backed securities, which are typically issued by VIEs through securitization transactions. 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. See Note 21 for mortgage- and asset-backed securitizations in which the Company has other involvement. (2) In January 2023, Citi adopted ASU 2022-01. Upon adoption, Citi transferred $3.3 billion of mortgage-backed securities from HTM classification to AFS classification as allowed under the ASU. At the time of transfer, the securities were in an unrealized gain position of $0.1 billion, which was recorded in AOCI upon transfer. See Note 1 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. (3) Amortized cost includes unallocated portfolio layer cumulative basis adjustments of $0.3 billion as of September 30, 2024. Gross unrealized gains and gross unrealized (losses) on mortgage-backed securities excluding the effect of unallocated portfolio layer hedges cumulative basis adjustments were $0.4 billion and $(0.5) billion, respectively, as of September 30, 2024. The following table presents 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 | Fairvalue | | Grossunrealizedlosses | | Fairvalue | | Grossunrealizedlosses | | Fairvalue | | Grossunrealizedlosses | | | September 30, 2024 | | | | | | | | | | | | | | Debt securities AFS | | | | | | | | | | | | | | Mortgage-backed securities | | | | | | | | | | | | | | U.S. government-sponsored agency guaranteed | $ | $11,165 | $ | $82 | $ | $9,121 | $ | $496 | $ | $20,286 | $ | $578 | | Residential | 373 | | 1 | | 242 | | 2 | | 615 | | 3 | | | Total mortgage-backed securities | $ | $11,538 | $ | $83 | $ | $9,363 | $ | $498 | $ | $20,901 | $ | $581 | | U.S. Treasury and federal agency securities | | | | | | | | | | | | | | U.S. Treasury | $ | $11,006 | $ | $66 | $ | $34,798 | $ | $519 | $ | $45,804 | $ | $585 | | Total U.S. Treasury and federal agency securities | $ | $11,006 | $ | $66 | $ | $34,798 | $ | $519 | $ | $45,804 | $ | $585 | | State and municipal | $ | $692 | $ | $41 | $ | $561 | $ | $37 | $ | $1,253 | $ | $78 | | Foreign government | 21,201 | | 230 | | 21,560 | | 602 | | 42,761 | | 832 | | | Corporate | 1,965 | | 50 | | 1,599 | | 81 | | 3,564 | | 131 | | | Asset-backed securities | 2 | | — | | — | | — | | 2 | | — | | | Other debt securities | 1,204 | | 1 | | 561 | | 1 | | 1,765 | | 2 | | | Total debt securities AFS | $ | $47,608 | $ | $471 | $ | $68,442 | $ | $1,738 | $ | $116,050 | $ | $2,209 | | December 31, 2023 | | | | | | | | | | | | | | Debt securities AFS | | | | | | | | | | | | | | Mortgage-backed securities | | | | | | | | | | | | | | U.S. government-sponsored agency guaranteed | $ | $8,602 | $ | $86 | $ | $9,734 | $ | $648 | $ | $18,336 | $ | $734 | | Residential | 352 | | 1 | | 34 | | 2 | | 386 | | 3 | | | Total mortgage-backed securities | $ | $8,954 | $ | $87 | $ | $9,768 | $ | $650 | $ | $18,722 | $ | $737 | | U.S. Treasury and federal agency securities | | | | | | | | | | | | | | U.S. Treasury | $ | $11,851 | $ | $113 | $ | $57,669 | $ | $1,269 | $ | $69,520 | $ | $1,382 | | Total U.S. Treasury and federal agency securities | $ | $11,851 | $ | $113 | $ | $57,669 | $ | $1,269 | $ | $69,520 | $ | $1,382 | | State and municipal | $ | $906 | $ | $17 | $ | $324 | $ | $74 | $ | $1,230 | $ | $91 | | Foreign government | 42,250 | | 540 | | 29,176 | | 835 | | 71,426 | | 1,375 | | | Corporate | 2,319 | | 103 | | 1,619 | | 105 | | 3,938 | | 208 | | | Asset-backed securities | 154 | | — | | 16 | | — | | 170 | | — | | | Other debt securities | 1,864 | | 1 | | 228 | | — | | 2,092 | | 1 | | | Total debt securities AFS | $ | $68,298 | $ | $861 | $ | $98,800 | $ | $2,933 | $ | $167,098 | $ | $3,794 | The following table presents the amortized cost and fair value of AFS debt securities by contractual maturity dates: _September 30, 2024_ | In millions of dollars | Amortized cost | Fair value | | --- | --- | --- | | Mortgage-backed securities(1) | | | | Due within 1 year | $19 | $19 | | After 1 but within 5 years | 871 | 863 | | After 5 but within 10 years | 567 | 554 | | After 10 years | 31,117 | 31,067 | | Total(2) | $32,574 | $32,503 | | U.S. Treasury and federal agency securities | | | | Due within 1 year | $37,761 | $37,448 | | After 1 but within 5 years | 22,105 | 21,914 | | After 5 but within 10 years | 203 | 182 | | After 10 years | — | — | | Total | $60,069 | $59,544 | | State and municipal | | | | Due within 1 year | $12 | $12 | | After 1 but within 5 years | 132 | 127 | | After 5 but within 10 years | 478 | 467 | | After 10 years | 1,334 | 1,281 | | Total | $1,956 | $1,887 | | Foreign government | | | | Due within 1 year | $56,098 | $56,077 | | After 1 but within 5 years | 68,476 | 68,368 | | After 5 but within 10 years | 4,676 | 4,662 | | After 10 years | 593 | 533 | | Total | $129,843 | $129,640 | | All other(3) | | | | Due within 1 year | $5,602 | $5,593 | | After 1 but within 5 years | 4,465 | 4,402 | | After 5 but within 10 years | 843 | 846 | | After 10 years | 52 | 29 | | Total | $10,962 | $10,870 | | Total debt securities AFS(2) | $235,404 | $234,444 | (1) Includes mortgage-backed securities of U.S. government-sponsored agencies. The Company invests in mortgage- and asset-backed securities, which are typically issued by VIEs through securitization transactions. See Note 21 for additional information about mortgage- and asset-backed securitizations in which the Company has other involvement. (2) Amortized cost excludes unallocated portfolio layer cumulative basis adjustments of $0.3 billion as of September 30, 2024. (3) Includes corporate, asset-backed and other debt securities. Debt Securities Held-to-Maturity The carrying value and fair value of debt securities HTM were as follows: | In millions of dollars / September 30, 2024 | Amortizedcost, net(1) | Grossunrealizedgains | Grossunrealizedlosses | Fairvalue | | --- | --- | --- | --- | --- | | Debt securities HTM | | | | | | Mortgage-backed securities(2) | | | | | | U.S. government-sponsored agency guaranteed(3) | $74,315 | $9 | $7,113 | $67,211 | | Non-U.S. residential | 139 | 1 | — | 140 | | Commercial | 1,142 | 5 | 110 | 1,037 | | Total mortgage-backed securities | $75,596 | $15 | $7,223 | $68,388 | | U.S. Treasury securities | $131,350 | — | $6,371 | $124,979 | | State and municipal | 8,958 | 67 | 457 | 8,568 | | Foreign government | 1,506 | 11 | 7 | 1,510 | | Asset-backed securities(2) | 30,864 | 53 | 52 | 30,865 | | Total debt securities HTM, net | $248,274 | $146 | $14,110 | $234,310 | | December 31, 2023 | | | | | | Debt securities HTM | | | | | | Mortgage-backed securities(2) | | | | | | U.S. government-sponsored agency guaranteed | $79,689 | $7 | $8,603 | $71,093 | | Non-U.S. residential | 198 | — | — | 198 | | Commercial | 1,146 | 2 | 156 | 992 | | Total mortgage-backed securities | $81,033 | $9 | $8,759 | $72,283 | | U.S. Treasury securities | $131,776 | — | $9,908 | $121,868 | | State and municipal | 9,182 | 73 | 477 | 8,778 | | Foreign government | 2,210 | — | 58 | 2,152 | | Asset-backed securities(2) | 30,046 | 9 | 135 | 29,920 | | Total debt securities HTM, net | $254,247 | $91 | $19,337 | $235,001 | (1) Amortized cost is reported net of ACL of $141 million and $95 million at September 30, 2024 and December 31, 2023, respectively. (2) 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. See Note 21 for mortgage- and asset-backed securitizations in which the Company has other involvement. (3) In January 2023, Citi adopted ASU 2022-01. Upon adoption, Citi transferred $3.3 billion (amortized cost) of mortgage-backed securities from HTM classification to AFS classification as allowed under the ASU. At the time of transfer, the securities were in an unrealized gain position of $0.1 billion, which was recorded in AOCI upon transfer. See Note 1 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. The following table presents the carrying value and fair value of HTM debt securities by contractual maturity dates: _September 30, 2024_ | In millions of dollars | Amortized cost(1) | Fair value | | --- | --- | --- | | Mortgage-backed securities | | | | Due within 1 year | $13 | $13 | | After 1 but within 5 years | 1,231 | 1,190 | | After 5 but within 10 years | 785 | 750 | | After 10 years | 73,567 | 66,435 | | Total | $75,596 | $68,388 | | U.S. Treasury securities | | | | Due within 1 year | $38,577 | $38,023 | | After 1 but within 5 years | 92,773 | 86,956 | | After 5 but within 10 years | — | — | | After 10 years | — | — | | Total | $131,350 | $124,979 | | State and municipal | | | | Due within 1 year | $33 | $33 | | After 1 but within 5 years | 159 | 161 | | After 5 but within 10 years | 1,724 | 1,666 | | After 10 years | 7,042 | 6,708 | | Total | $8,958 | $8,568 | | Foreign government | | | | Due within 1 year | $811 | $814 | | After 1 but within 5 years | 695 | 696 | | After 5 but within 10 years | — | — | | After 10 years | — | — | | Total | $1,506 | $1,510 | | All other(2) | | | | Due within 1 year | — | — | | After 1 but within 5 years | — | — | | After 5 but within 10 years | 10,779 | 10,788 | | After 10 years | 20,085 | 20,077 | | Total | $30,864 | $30,865 | | Total debt securities HTM | $248,274 | $234,310 | (1) Amortized cost is reported net of ACL of $141 million at September 30, 2024. (2) Includes corporate and asset-backed securities. HTM Debt Securities Delinquency and Non-Accrual Details Citi did not have any HTM debt securities that were delinquent or on non-accrual status at September 30, 2024 and December 31, 2023. There were no purchased credit-deteriorated HTM debt securities held by the Company as of September 30, 2024 and December 31, 2023. Evaluating Investments for Impairment—AFS Debt Securities Overview 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. For more information on evaluating investments for impairment, see Note 14 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. Recognition and Measurement of Impairment The following table presents total impairment on AFS investments recognized in earnings: | In millions of dollars | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | 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 | $13 | $43 | $36 | $137 | Allowance for Credit Losses on AFS Debt Securities The allowance for credit losses on AFS debt securities held that the Company does not intend to sell nor will likely be required to sell was $8 million and $8 million as of September 30, 2024 and December 31, 2023, respectively. 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. For details on impairment indicators that are considered, see Note 14 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. When the qualitative assessment indicates that the equity security is impaired, its fair value is determined. If the fair value of the investment is less than its carrying value, the investment is written down to fair value through earnings. Below is the carrying value of non-marketable equity securities measured using the measurement alternative at September 30, 2024 and December 31, 2023: | In millions of dollars | September 30, 2024 | December 31, 2023 | | --- | --- | --- | | Measurement alternative: | | | | Carrying value | $1,762 | $1,639 | Below are amounts recognized in earnings and life-to-date amounts for non-marketable equity securities measured using the measurement alternative: | In millions of dollars | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Measurement alternative(1): | | | | | | Impairment losses | $32 | $27 | $56 | $90 | | Downward changes for observable prices | 1 | 4 | 2 | 24 | | Upward changes for observable prices | 25 | 17 | 77 | 49 | (1) See Note 23 for additional information on these nonrecurring fair value measurements. | In millions of dollars | Life-to-date amounts on securities still held / September 30, 2024 | | --- | --- | | Measurement alternative: | | | Impairment losses | $385 | | Downward changes for observable prices | 36 | | Upward changes for observable prices | 1,027 | A similar impairment analysis is performed for non-marketable equity securities carried at cost. For the three months ended September 30, 2024 and 2023, there was no impairment loss recognized in earnings for non-marketable equity securities carried at cost. 14. LOANS Citigroup loans are reported in two categories: corporate and consumer. These categories are classified primarily according to the operating segment, reporting unit and component that manage the loans in addition to the nature of the obligor, with corporate loans generally made for corporate institutional and public sector clients around the world and consumer loans to retail and small business customers. For additional information regarding Citi’s corporate and consumer loans, including related accounting policies, see Notes 1 and 15 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. CORPORATE LOANS Corporate loans represent loans and leases managed by Services, Markets, Banking and the Mexico SBMM component of All Other—Legacy Franchises. The following table presents information by corporate loan type: | In millions of dollars | September 30,2024 | December 31,2023 | | --- | --- | --- | | In North America offices(1) | | | | Commercial and industrial | $58,403 | $61,008 | | Financial institutions | 38,796 | 39,393 | | Mortgage and real estate(2) | 18,353 | 17,813 | | Installment and other | 23,147 | 23,335 | | Lease financing | 233 | 227 | | Total | $138,932 | $141,776 | | In offices outside North America(1) | | | | Commercial and industrial | $98,024 | $93,402 | | Financial institutions | 25,879 | 26,143 | | Mortgage and real estate(2) | 7,900 | 7,197 | | Installment and other | 25,693 | 27,907 | | Lease financing | 41 | 48 | | Governments and official institutions | 3,237 | 3,599 | | Total | $160,774 | $158,296 | | Corporate loans, net of unearned income, excluding portfolio layer hedges cumulative basis adjustments(3)(4)(5) | $299,706 | $300,072 | | Unallocated portfolio layer hedges cumulative basis adjustments(6) | $65 | $93 | | Corporate loans, net of unearned income(3)(4)(5) | $299,771 | $300,165 | (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 ($912) million and ($917) million at September 30, 2024 and December 31, 2023, respectively. Unearned income on corporate loans primarily represents loan origination fees, net of certain direct origination costs, that are deferred and recognized as Interest income over the lives of the related loans. (4) Not included in the balances above is approximately $2 billion of accrued interest receivable at September 30, 2024 and December 31, 2023, which is included in Other assets on the Consolidated Balance Sheet. (5) Accrued interest receivable considered to be uncollectible is reversed through interest income. Amounts reversed were not material for the three and nine months ended September 30, 2024 and 2023. (6) Represents fair value hedge basis adjustments related to portfolio layer method hedges of mortgage and real estate loans, which are not allocated to individual loans in the portfolio. See Note 22. The Company sold and/or reclassified to held-for-sale $1.5 billion and $3.8 billion of corporate loans during the three and nine months ended September 30, 2024, and $1.3 billion and $4.2 billion of corporate loans during the three and nine months ended September 30, 2023, respectively. The Company did not have significant purchases of corporate loans classified as held-for-investment for the three and nine months ended September 30, 2024 or 2023. Corporate Loan Delinquencies and Non-Accrual Details at September 30, 2024 | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | In millions of dollars | 30–89 dayspast dueand accruing(1) | | ≥ 90 dayspast due andaccruing(1) | | Total past dueand accruing | | Totalnon-accrual(2) | | Totalcurrent(3) | | Totalloans(4) | | | Commercial and industrial | $ | $177 | $ | $79 | $ | $256 | $ | $353 | $ | $153,502 | $ | $154,111 | | Financial institutions | 10 | | — | | 10 | | 27 | | 64,351 | | 64,388 | | | Mortgage and real estate | 39 | | 1 | | 40 | | 476 | | 25,736 | | 26,252 | | | Lease financing | — | | — | | — | | — | | 274 | | 274 | | | Other | 53 | | 10 | | 63 | | 88 | | 46,726 | | 46,877 | | | Loans at fair value | N/A | | N/A | | N/A | | N/A | | N/A | | 7,804 | | | Total(5) | $ | $279 | $ | $90 | $ | $369 | $ | $944 | $ | $290,589 | $ | $299,706 | Corporate Loan Delinquencies and Non-Accrual Details at December 31, 2023 | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | In millions of dollars | 30–89 dayspast dueand accruing(1) | | ≥ 90 dayspast due andaccruing(1) | | Total past dueand accruing | | Totalnon-accrual(2) | | Totalcurrent(3) | | Totalloans(4) | | | Commercial and industrial | $ | $308 | $ | $118 | $ | $426 | $ | $717 | $ | $150,308 | $ | $151,451 | | Financial institutions | 9 | | 7 | | 16 | | 51 | | 64,993 | | 65,060 | | | Mortgage and real estate | 66 | | 3 | | 69 | | 868 | | 24,001 | | 24,938 | | | Lease financing | — | | — | | — | | — | | 275 | | 275 | | | Other | 66 | | 17 | | 83 | | 246 | | 50,738 | | 51,067 | | | Loans at fair value | N/A | | N/A | | N/A | | N/A | | N/A | | 7,281 | | | Total(5) | $ | $449 | $ | $145 | $ | $594 | $ | $1,882 | $ | $290,315 | $ | $300,072 | (1) Corporate loans that are 90 days or more 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 collectibility 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) The Total loans column includes loans at fair value, which are not included in the various delinquency columns and, therefore, the tables’ total rows will not cross-foot. (5) Excludes $65 million and $93 million of unallocated portfolio layer cumulative basis adjustments at September 30, 2024 and December 31, 2023, respectively. N/A Not applicable Corporate Loan Credit Quality Indicators | In millions of dollars | Recorded investment in loans(1) / Term loans by year of origination / 2024 | Recorded investment in loans(1) / Term loans by year of origination / 2023 | Recorded investment in loans(1) / Term loans by year of origination / 2022 | Recorded investment in loans(1) / Term loans by year of origination / 2021 | Recorded investment in loans(1) / Term loans by year of origination / 2020 | Recorded investment in loans(1) / Term loans by year of origination / Prior | Recorded investment in loans(1) / Revolving line of credit arrangements(2) | September 30, 2024 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Investment grade(3) | | | | | | | | | | Commercial and industrial(4) | $38,306 | $11,198 | $5,627 | $3,187 | $1,636 | $6,447 | $34,525 | $100,926 | | Financial institutions(4) | 9,203 | 3,136 | 1,371 | 795 | 282 | 1,736 | 40,053 | 56,576 | | Mortgage and real estate | 3,687 | 4,177 | 3,826 | 3,030 | 2,075 | 1,824 | 235 | 18,854 | | Other(5) | 3,878 | 3,074 | 3,907 | 821 | 737 | 5,183 | 25,852 | 43,452 | | Total investment grade | $55,074 | $21,585 | $14,731 | $7,833 | $4,730 | $15,190 | $100,665 | $219,808 | | Non-investment grade(3) | | | | | | | | | | Accrual | | | | | | | | | | Commercial and industrial(4) | $19,506 | $5,242 | $3,929 | $1,939 | $284 | $2,656 | $19,275 | $52,831 | | Financial institutions(4) | 3,331 | 679 | 437 | 456 | 1 | 323 | 2,557 | 7,784 | | Mortgage and real estate | 473 | 877 | 1,670 | 1,384 | 726 | 1,322 | 471 | 6,923 | | Other(5) | 642 | 540 | 374 | 274 | 220 | 251 | 1,311 | 3,612 | | Non-accrual | | | | | | | | | | Commercial and industrial(4) | 32 | 40 | 43 | 28 | 15 | 39 | 156 | 353 | | Financial institutions | 3 | — | — | — | — | — | 24 | 27 | | Mortgage and real estate | 1 | 3 | 156 | 7 | 29 | 244 | 36 | 476 | | Other(5) | 6 | 8 | — | 35 | — | 14 | 25 | 88 | | Total non-investment grade | $23,994 | $7,389 | $6,609 | $4,123 | $1,275 | $4,849 | $23,855 | $72,094 | | Loans at fair value(6) | | | | | | | | $7,804 | | Corporate loans, net of unearned income(7) | $79,068 | $28,974 | $21,340 | $11,956 | $6,005 | $20,039 | $124,520 | $299,706 | | In millions of dollars | Recorded investment in loans(1) / Term loans by year of origination / 2023 | Recorded investment in loans(1) / Term loans by year of origination / 2022 | Recorded investment in loans(1) / Term loans by year of origination / 2021 | Recorded investment in loans(1) / Term loans by year of origination / 2020 | Recorded investment in loans(1) / Term loans by year of origination / 2019 | Recorded investment in loans(1) / Term loans by year of origination / Prior | Recorded investment in loans(1) / Revolving line of credit arrangements(2) | December 31, 2023 | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Investment grade(3) | | | | | | | | | | Commercial and industrial(4) | $47,811 | $7,738 | $3,641 | $2,279 | $2,604 | $6,907 | $34,956 | $105,936 | | Financial institutions(4) | 11,002 | 2,356 | 2,834 | 424 | 557 | 1,847 | 36,715 | 55,735 | | Mortgage and real estate | 3,628 | 4,433 | 3,595 | 2,544 | 1,238 | 1,582 | 66 | 17,086 | | Other(5) | 4,653 | 5,781 | 1,072 | 1,029 | 812 | 5,302 | 29,335 | 47,984 | | Total investment grade | $67,094 | $20,308 | $11,142 | $6,276 | $5,211 | $15,638 | $101,072 | $226,741 | | Non-investment grade(3) | | | | | | | | | | Accrual | | | | | | | | | | Commercial and industrial(4) | $17,570 | $4,785 | $1,914 | $1,359 | $732 | $2,526 | $15,912 | $44,798 | | Financial institutions(4) | 4,207 | 748 | 1,084 | 56 | 194 | 260 | 2,725 | 9,274 | | Mortgage and real estate | 1,034 | 1,234 | 1,378 | 947 | 755 | 1,016 | 620 | 6,984 | | Other(5) | 653 | 434 | 248 | 158 | 211 | 155 | 1,253 | 3,112 | | Non-accrual | | | | | | | | | | Commercial and industrial | 53 | 46 | 84 | 35 | 45 | 93 | 361 | 717 | | Financial institutions(4) | — | — | — | — | — | — | 51 | 51 | | Mortgage and real estate | 118 | 233 | 8 | 38 | 110 | 308 | 53 | 868 | | Other(5) | 8 | — | 41 | — | 55 | 12 | 130 | 246 | | Total non-investment grade | $23,643 | $7,480 | $4,757 | $2,593 | $2,102 | $4,370 | $21,105 | $66,050 | | Loans at fair value(6) | | | | | | | | $7,281 | | Corporate loans, net of unearned income | $90,737 | $27,788 | $15,899 | $8,869 | $7,313 | $20,008 | $122,177 | $300,072 | (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 significant revolving line of credit arrangements that converted to term loans during the period. (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) Loans at fair value include loans to commercial and industrial, financial institutions, mortgage and real estate and other. (7) Excludes $65 million and $93 million of unallocated portfolio layer hedges cumulative basis adjustments at September 30, 2024 and December 31, 2023, respectively. Corporate Gross Credit Losses The table below details gross credit losses recognized during the nine months ended September 30, 2024, by year of loan origination: _For the Nine Months Ended September 30, 2024_ | In millions of dollars | 2024 | 2023 | 2022 | 2021 | 2020 | Prior | Revolving line of credit arrangement | Total | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Commercial and industrial | $10 | $2 | $3 | $9 | $4 | $15 | $167 | $210 | | Financial institutions | — | — | — | — | — | 1 | 9 | 10 | | Mortgage and real estate | 1 | 37 | 11 | — | — | 84 | 22 | 155 | | Other(1) | — | — | — | — | — | 16 | 29 | 45 | | Total | $11 | $39 | $14 | $9 | $4 | $116 | $227 | $420 | The table below details gross credit losses recognized during the nine months ended September 30, 2023, by year of loan origination: _For the Nine Months Ended September 30, 2023_ | In millions of dollars | 2023 | 2022 | 2021 | 2020 | 2019 | Prior | Revolving line of credit arrangement | Total | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Commercial and industrial | $9 | $19 | $1 | $1 | — | $2 | $73 | $105 | | Financial institutions | — | — | — | — | — | — | 38 | 38 | | Mortgage and real estate | — | — | — | 1 | — | 2 | 1 | 4 | | Other(1) | — | — | — | — | — | — | 50 | 50 | | Total | $9 | $19 | $1 | $2 | — | $4 | $162 | $197 | (1) Other includes installment and other, lease financing and loans to government and official institutions. Non-Accrual Corporate Loans | In millions of dollars | September 30, 2024 / Recordedinvestment(1)(2) | September 30, 2024 / Related specificallowance | December 31, 2023 / Recordedinvestment(1)(2) | December 31, 2023 / Related specificallowance | | --- | --- | --- | --- | --- | | Non-accrual corporate loans with specific allowances | | | | | | Commercial and industrial | $196 | $93 | $507 | $168 | | Financial institutions | 24 | 5 | 48 | 15 | | Mortgage and real estate | 189 | 23 | 697 | 128 | | Other | 58 | 19 | 185 | 51 | | Total non-accrual corporate loans with specific allowances | $467 | $140 | $1,437 | $362 | | Non-accrual corporate loans without specific allowances | | | | | | Commercial and industrial | $157 | N/A | $210 | N/A | | Financial institutions | 4 | N/A | 3 | N/A | | Mortgage and real estate | 286 | N/A | 171 | N/A | | Lease financing | — | N/A | — | N/A | | Other | 30 | N/A | 61 | N/A | | Total non-accrual corporate loans without specific allowances | $477 | N/A | $445 | 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) Interest income recognized for the three and nine months ended September 30, 2024 was $28 million and $58 million, and for the three and nine months ended September 30, 2023 was $6 million and $31 million, respectively. N/A Not applicable Corporate Loan Modifications to Borrowers Experiencing Financial Difficulty Citi seeks to modify certain corporate loans to borrowers experiencing financial difficulty to reduce Citi’s exposure to loss, often providing the borrower with an opportunity to work through financial difficulties. Each modification is unique to the borrower’s individual circumstances. The following tables detail corporate loan modifications granted during the three and nine months ended September 30, 2024 and September 30, 2023 to borrowers experiencing financial difficulty by type of modification granted and the financial effect of those modifications. Citi defines a corporate loan modification to a borrower experiencing financial difficulty as a modification of a loan classified as substandard or worse at the time of modification. | In millions of dollars, except for weighted-average term extension / Three Months Ended September 30, 2024 | For the Three and Nine Months Ended September 30, 2024 / Total modifications balance at September 30, 2024(1)(2)(3) | For the Three and Nine Months Ended September 30, 2024 / Term extension | Combination:Term extension and payment delay(4) | Weighted-average term extension(months) | | --- | --- | --- | --- | --- | | Commercial and industrial | $4 | $4 | — | 6 | | Financial institutions | — | — | — | — | | Mortgage and real estate | 49 | 49 | — | 6 | | Other(5) | — | — | — | — | | Total | $53 | $53 | — | | | Nine Months Ended September 30, 2024 | | | | | | Commercial and industrial | $107 | $107 | — | 11 | | Financial institutions | — | — | — | — | | Mortgage and real estate | 130 | 130 | — | 7 | | Other(5) | — | — | — | — | | Total | $237 | $237 | — | | | In millions of dollars, except for weighted-average term extension / Three Months Ended September 30, 2023 | For the Three and Nine Months Ended September 30, 2023 / Total modifications balance at September 30, 2023(1)(2)(3) | For the Three and Nine Months Ended September 30, 2023 / Term extension | Combination:Term extension and payment delay(4) | Weighted-average term extension(months) | | --- | --- | --- | --- | --- | | Commercial and industrial | $25 | $25 | — | 22 | | Financial institutions | — | — | — | — | | Mortgage and real estate | 35 | 35 | — | 55 | | Other(5) | — | — | — | — | | Total | $60 | $60 | — | | | Nine Months Ended September 30, 2023 | | | | | | Commercial and industrial | $93 | $70 | $23 | 28 | | Financial institutions | — | — | — | — | | Mortgage and real estate | 85 | 84 | 1 | 37 | | Other(5) | — | — | — | — | | Total | $178 | $154 | $24 | | (1) The above table reflects activity for loans outstanding as of the end of the reporting period. The balances are not significant as a percentage of the total carrying values of loans by class of receivable as of September 30, 2024 and September 30, 2023. (2) Commitments to lend to borrowers experiencing financial difficulty that were granted modifications totaled $924 million and $1 billion as of September 30, 2024 and September 30, 2023, respectively. (3) The allowance for corporate loans, including modified loans, is based on the borrower’s overall financial performance. Charge-offs for amounts deemed uncollectible may be recorded at the time of the modification or may have already been recorded in prior periods such that no charge-off is required at the time of modification. (4) Payment delays either for principal or interest payments had an immaterial financial impact. (5) Other includes installment and other, lease financing and loans to government and official institutions. Performance of Modified Corporate Loans The following tables present the delinquencies of modified corporate loans to borrowers experiencing financial difficulty. It includes loans that were modified during the 12 months ended September 30, 2024 and December 31, 2023: _As of September 30, 2024(1)_ | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | In millions of dollars | Total | | Current | | 30–89 days past due | | 90+ days past due | | | Commercial and industrial | $ | $107 | $ | $107 | $ | — | $ | — | | Financial institutions | — | | — | | — | | — | | | Mortgage and real estate | 130 | | 130 | | — | | — | | | Other(2) | — | | — | | — | | — | | | Total | $ | $237 | $ | $237 | $ | — | $ | — | _As of December 31, 2023(1)_ | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | In millions of dollars | Total | | Current | | 30–89 days past due | | 90+ days past due | | | Commercial and industrial | $ | $198 | $ | $198 | $ | — | $ | — | | Financial institutions | — | | — | | — | | — | | | Mortgage and real estate | 144 | | 144 | | — | | — | | | Other(2) | — | | — | | — | | — | | | Total | $ | $342 | $ | $342 | $ | — | $ | — | (1) Corporate loans are generally not modified as a result of their delinquency status; rather, they are modified because of events that have impacted the overall financial performance of the borrower. Corporate loans, if past due, are re-aged to current status upon modification. (2) Other includes installment and other, lease financing and loans to government and official institutions. Defaults of Modified Corporate Loans No modified corporate loans to borrowers experiencing financial difficulty defaulted during the three months ended September 30, 2024 and 2023. Default is defined as 60 days past due, except for classifiably managed commercial banking loans, where default is defined as 90 days past due. For a modified corporate loan that is not collateral dependent, expected default rates are considered in the loan’s individually assessed ACL. CONSUMER LOANS Consumer loans represent loans and leases managed primarily by USPB, Wealth and All Other—Legacy Franchises (except Mexico SBMM). The tables below present details about these loans, including the following loan categories: - Residential first mortgages and Home equity loans primarily represent secured mortgage lending to customers of Retail Banking in USPB and Wealth. - Credit cards primarily represent unsecured credit card lending to customers of Branded Cards and Retail Services in USPB. - Personal, small business and other loans are primarily composed of classifiably managed loans to customers of Wealth (mostly within the Private Bank) who are typically high credit quality borrowers who historically experienced minimal delinquencies and credit losses. Loans to these borrowers are generally well collateralized in the form of liquid securities and other forms of collateral. The following tables provide Citi’s consumer loans by type: Consumer Loans, Delinquencies and Non-Accrual Status at September 30, 2024 | | | | | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | In millions of dollars | Totalcurrent(1)(2) | | 30–89 days past due(3) | | ≥ 90 dayspast due(3) | | Past duegovernmentguaranteed(4) | | Total loans | | Non-accrual loans for which there is no ACLL | | Non-accrual loans for which there is an ACLL | | Totalnon-accrual | | 90 days past dueand accruing | | | In North America offices(5) | | | | | | | | | | | | | | | | | | | | Residential first mortgages(6) | $ | $113,186 | $ | $395 | $ | $314 | $ | $231 | $ | $114,126 | $ | $110 | $ | $389 | $ | $499 | $ | $120 | | Home equity loans(7)(8) | 3,137 | | 28 | | 77 | | — | | 3,242 | | 25 | | 133 | | 158 | | — | | | Credit cards | 158,833 | | 2,356 | | 2,510 | | — | | 163,699 | | — | | — | | — | | 2,510 | | | Personal, small business and other(9) | 33,157 | | 97 | | 53 | | 1 | | 33,308 | | 6 | | 52 | | 58 | | 3 | | | Total | $ | $308,313 | $ | $2,876 | $ | $2,954 | $ | $232 | $ | $314,375 | $ | $141 | $ | $574 | $ | $715 | $ | $2,633 | | In offices outside North America(5) | | | | | | | | | | | | | | | | | | | | Residential mortgages(6) | $ | $25,603 | $ | $40 | $ | $59 | $ | — | $ | $25,702 | $ | — | $ | $197 | $ | $197 | $ | — | | Credit cards | 12,532 | | 194 | | 204 | | — | | 12,930 | | — | | 204 | | 204 | | 69 | | | Personal, small business and other(9) | 35,333 | | 103 | | 38 | | — | | 35,474 | | — | | 106 | | 106 | | — | | | Total | $ | $73,468 | $ | $337 | $ | $301 | $ | — | $ | $74,106 | $ | — | $ | $507 | $ | $507 | $ | $69 | | Total excluding portfolio layer cumulative basis adjustments | $ | $381,781 | $ | $3,213 | $ | $3,255 | $ | $232 | $ | $388,481 | $ | $141 | $ | $1,081 | $ | $1,222 | $ | $2,702 | | Unallocated portfolio layer hedges cumulative basis adjustments(10) | | | | | | | | | $ | $670 | | | | | | | | | | Total Citigroup(11)(12) | | | | | | | | | $ | $389,151 | | | | | | | | | Consumer Loans, Delinquencies and Non-Accrual Status at December 31, 2023 | | | | | | | | | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | In millions of dollars | Totalcurrent(1)(2) | | 30–89 days pastdue(3) | | ≥ 90 dayspast due(3) | | Past duegovernmentguaranteed(4) | | Totalloans | | Non-accrual loans for which there is no ACLL | | Non-accrual loans for which there is an ACLL | | Totalnon-accrual | | 90 days past dueand accruing | | | In North America offices(5) | | | | | | | | | | | | | | | | | | | | Residential first mortgages(6) | $ | $107,720 | $ | $462 | $ | $294 | $ | $235 | $ | $108,711 | $ | $105 | $ | $384 | $ | $489 | $ | $120 | | Home equity loans(7)(8) | 3,471 | | 36 | | 85 | | — | | 3,592 | | 48 | | 126 | | 174 | | — | | | Credit cards | 159,966 | | 2,293 | | 2,461 | | — | | 164,720 | | — | | — | | — | | 2,461 | | | Personal, small business and other(9) | 35,970 | | 104 | | 57 | | 4 | | 36,135 | | 6 | | 59 | | 65 | | 5 | | | Total | $ | $307,127 | $ | $2,895 | $ | $2,897 | $ | $239 | $ | $313,158 | $ | $159 | $ | $569 | $ | $728 | $ | $2,586 | | In offices outside North America(5) | | | | | | | | | | | | | | | | | | | | Residential mortgages(6) | $ | $26,309 | $ | $48 | $ | $69 | $ | — | $ | $26,426 | $ | — | $ | $243 | $ | $243 | $ | — | | Credit cards | 13,797 | | 209 | | 227 | | — | | 14,233 | | — | | 211 | | 211 | | 88 | | | Personal, small business and other(9) | 35,233 | | 107 | | 40 | | — | | 35,380 | | — | | 133 | | 133 | | — | | | Total | $ | $75,339 | $ | $364 | $ | $336 | $ | — | $ | $76,039 | $ | — | $ | $587 | $ | $587 | $ | $88 | | Total Citigroup(11)(12) | $ | $382,466 | $ | $3,259 | $ | $3,233 | $ | $239 | $ | $389,197 | $ | $159 | $ | $1,156 | $ | $1,315 | $ | $2,674 | (1) Loans less than 30 days past due are presented as current. (2) Includes $302 million and $313 million at September 30, 2024 and December 31, 2023, respectively, of residential first mortgages recorded at fair value. (3) Excludes loans guaranteed by U.S. government-sponsored agencies. Excludes delinquencies on $26.0 billion and $18.2 billion of classifiably managed Private Bank loans in North America and outside North America, respectively, at September 30, 2024. Excludes delinquencies on $29.2 billion and $17.0 billion of classifiably managed Private Bank loans in North America and outside North America, respectively, at December 31, 2023. (4) Consists of loans that are guaranteed by U.S. government-sponsored agencies that are 30–89 days past due of $0.1 billion and $0.1 billion and 90 days or more past due of $0.1 billion and $0.1 billion at September 30, 2024 and December 31, 2023, respectively. (5) North America includes the U.S., Canada and Puerto Rico. Mexico is included in offices outside North America. (6) Includes approximately $0.1 billion and less than $0.1 billion of residential first mortgage loans in process of foreclosure in North America and outside North America, respectively, and $20.0 billion of residential mortgages outside North America related to Wealth at September 30, 2024. Includes approximately $0.1 billion and less than $0.1 billion of residential first mortgage loans in process of foreclosure in North America and outside North America, respectively, and $19.9 billion of residential mortgages outside North America related to Wealth at December 31, 2023. (7) Includes less than $0.1 billion and less than $0.1 billion at September 30, 2024 and December 31, 2023, respectively, of home equity loans in process of foreclosure. (8) Fixed-rate home equity loans and loans extended under home equity lines of credit, which are typically in junior lien positions. (9) As of September 30, 2024, Wealth in North America includes $28.3 billion of loans, of which $26.0 billion are classifiably managed with 82% rated investment grade, and Wealth outside North America includes $26.3 billion of loans, of which $18.2 billion are classifiably managed with 58% rated investment grade. As of December 31, 2023, Wealth in North America includes $31.6 billion of loans, of which $29.2 billion are classifiably managed with 92% rated investment grade, and Wealth outside North America includes $24.9 billion of loans, of which $17.0 billion are classifiably managed with 74% rated investment grade. Such loans are presented as “current” above. (10) Represents fair value hedge basis adjustments related to portfolio layer method hedges of mortgage and real estate loans, which are not allocated to individual loans in the portfolio. See Note 22. (11) Consumer loans were net of unearned income of $883 million and $802 million at September 30, 2024 and December 31, 2023, respectively. Unearned income on consumer loans primarily represents loan origination fees, net of certain direct origination costs, that are deferred and recognized as Interest income over the lives of the related loans. (12) Not included in the balances above is approximately $1 billion and $1 billion of accrued interest receivable at September 30, 2024 and December 31, 2023, respectively, which is included in Other assets on the Consolidated Balance Sheet, except for credit card loans (which include accrued interest and fees). During the three and nine months ended September 30, 2024, the Company reversed accrued interest (primarily related to credit cards) of approximately $0.4 billion and $1.2 billion, respectively. During the three and nine months ended September 30, 2023, the Company reversed accrued interest (primarily related to credit cards) of approximately $0.3 billion and $0.8 billion, respectively. These reversals of accrued interest are reflected as a reduction to Interest income in the Consolidated Statement of Income. Interest Income Recognized for Non-Accrual Consumer Loans | In millions of dollars | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | In North America offices(1) | | | | | | Residential first mortgages | $2 | $2 | $7 | $8 | | Home equity loans | 1 | 2 | 4 | 5 | | Credit cards | — | — | — | — | | Personal, small business and other | 1 | 1 | 1 | 2 | | Total | $4 | $5 | $12 | $15 | | In offices outside North America(1) | | | | | | Residential mortgages | $2 | $2 | $7 | $7 | | Credit cards | — | — | — | — | | Personal, small business and other | — | — | 1 | — | | Total | $2 | $2 | $8 | $7 | | Total Citigroup | $6 | $7 | $20 | $22 | (1) North America includes the U.S., Canada and Puerto Rico. Mexico is included in offices outside North America. During the three and nine months ended September 30, 2024, the Company sold and/or reclassified to held-for-sale $2 million and $61 million of consumer loans, respectively. During the three and nine months ended September 30, 2023, the Company sold and/or reclassified to held-for-sale $1 million and $1,831 million of consumer loans, respectively. The decline was mainly due to the reclassification of a larger mortgage portfolio to HFS in the first quarter of 2023. Except for the acquisition of an approximate $700 million credit card portfolio during the quarter, the Company did not have significant purchases of consumer loans classified as held-for-investment for the three and nine months ended September 30, 2024 or 2023. Loans held by a business for sale are not included in the above since they have been reclassified to Other assets. See Note 2 for additional information regarding Citigroup’s businesses held-for-sale. 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. Loans that did not have FICO scores as of the prior period have been updated with FICO scores as they become available. With respect to Citi’s consumer loan portfolio outside of the U.S. as of September 30, 2024 and December 31, 2023 ($76.2 billion and $77.5 billion, respectively), various country-specific or regional credit risk metrics and acquisition and behavior scoring models are leveraged as one of the factors to evaluate the credit quality of customers (see “Consumer Loans and Ratios Outside of North America” below). As a result, details of relevant credit quality indicators for those loans are not comparable to the below FICO score distribution for the U.S. portfolio. | FICO score distribution—U.S. portfolio(1) | September 30, 2024 | | --- | --- | | In millions of dollars | Greaterthan or equal to 740 | | Residential first mortgages | | | 2024 | $$$8,187 | | 2023 | 13,613 | | 2022 | 16,299 | | 2021 | 14,699 | | 2020 | 12,356 | | Prior | 21,098 | | Total residential first mortgages | $$$$$$86,252 | | Home equity line of credit (pre-reset) | $$$1,634 | | Home equity line of credit (post-reset) | 76 | | Home equity term loans | 116 | | 2024 | — | | 2023 | — | | 2022 | — | | 2021 | 1 | | 2020 | 2 | | Prior | 113 | | Total home equity loans | $$$$$$1,826 | | Credit cards | $$$78,281 | | Revolving loans converted to term loans(4) | 124 | | Total credit cards(5) | $$$$$$78,405 | | Personal, small business and other | | | 2024 | $$$910 | | 2023 | 700 | | 2022 | 334 | | 2021 | 68 | | 2020 | 6 | | Prior | 153 | | Total personal, small business and other(6)(7) | $$$$$$2,171 | | Total(8) | $$$$$$168,654 | | FICO score distribution—U.S. portfolio(1) | December 31, 2023 | | --- | --- | | In millions of dollars | Greaterthan or equal to 740 | | Residential first mortgages | | | 2023 | $$$14,309 | | 2022 | 16,834 | | 2021 | 15,094 | | 2020 | 12,827 | | 2019 | 6,266 | | Prior | 16,164 | | Total residential first mortgages | $$$$$$81,494 | | Home equity line of credit (pre-reset) | $$$1,873 | | Home equity line of credit (post-reset) | 69 | | Home equity term loans | 136 | | 2023 | — | | 2022 | — | | 2021 | 1 | | 2020 | 2 | | 2019 | 2 | | Prior | 131 | | Total home equity loans | $$$$$$2,078 | | Credit cards | $$$81,168 | | Revolving loans converted to term loans(4) | 108 | | Total credit cards(5) | $$$$$$81,276 | | Personal, small business and other | | | 2023 | $$$996 | | 2022 | 583 | | 2021 | 128 | | 2020 | 14 | | 2019 | 8 | | Prior | 168 | | Total personal, small business and other(6)(7) | $$$$$$1,897 | | Total | $$$$$$166,745 | (1) The FICO bands in the tables are consistent with general industry peer presentations. (2) These personal, small business and other loans without a FICO score available include $26.0 billion and $29.2 billion of Private Bank loans as of September 30, 2024 and December 31, 2023, respectively, which are classifiably managed within Wealth and are primarily evaluated for credit risk based on their internal risk ratings. As of September 30, 2024 and December 31, 2023, approximately 82% and 92% of these loans, respectively, were rated investment grade. (3) FICO scores not available primarily relate to loans guaranteed by government-sponsored enterprises for which FICO scores are generally not utilized. (4) Not included in the tables above are $35 million and $51 million of revolving credit card loans outside of the U.S. that were converted to term loans as of September 30, 2024 and December 31, 2023, respectively. (5) Excludes $623 million and $610 million of balances related to Canada for September 30, 2024 and December 31, 2023, respectively. (6) Excludes $828 million and $877 million of balances related to Canada for September 30, 2024 and December 31, 2023, respectively. (7) Includes approximately $25 million and $37 million of personal revolving loans that were converted to term loans for September 30, 2024 and December 31, 2023, respectively. (8) Excludes $670 million of unallocated portfolio layer hedges cumulative basis adjustments at September 30, 2024. Consumer Gross Credit Losses The following tables provide details on gross credit losses recognized during the nine months ended September 30, 2024 and 2023, by year of loan origination: | In millions of dollars / Residential first mortgages / 2024 | Nine Months Ended September 30, 2024 / $ | Nine Months Ended September 30, 2024 / — | | --- | --- | --- | | 2023 | 1 | | | 2022 | — | | | 2021 | — | | | 2020 | — | | | Prior | 27 | | | Total residential first mortgages | $ | $28 | | Home equity line of credit (pre-reset) | $ | $5 | | Home equity line of credit (post-reset) | 1 | | | Home equity term loans | 1 | | | Total home equity loans | $ | $7 | | Credit cards | $ | $6,787 | | Revolving loans converted to term loans | 188 | | | Total credit cards | $ | $6,975 | | Personal, small business and other | | | | 2024 | $ | $101 | | 2023 | 152 | | | 2022 | 131 | | | 2021 | 51 | | | 2020 | 20 | | | Prior | 129 | | | Total personal, small business and other | $ | $584 | | Total Citigroup | $ | $7,594 | | In millions of dollars / Residential first mortgages / 2023 | Nine Months Ended September 30, 2023 / $ | Nine Months Ended September 30, 2023 / — | | --- | --- | --- | | 2022 | 2 | | | 2021 | — | | | 2020 | 1 | | | 2019 | 5 | | | Prior | 31 | | | Total residential first mortgages | $ | $39 | | Home equity line of credit (pre-reset) | $ | $2 | | Home equity line of credit (post-reset) | — | | | Home equity term loans | 2 | | | Total home equity loans | $ | $4 | | Credit cards | $ | $4,598 | | Revolving loans converted to term loans | 132 | | | Total credit cards | $ | $4,730 | | Personal, small business and other | | | | 2023 | $ | $110 | | 2022 | 146 | | | 2021 | 83 | | | 2020 | 34 | | | 2019 | 38 | | | Prior | 132 | | | Total personal, small business and other | $ | $543 | | Total Citigroup | $ | $5,316 | Loan-to-Value (LTV) Ratios—U.S. Consumer Mortgages LTV ratios (loan balance divided by appraised value) are calculated at origination and updated by applying market price data. 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—U.S. portfolio / In millions of dollars | September 30, 2024 / Less than or equal to 80% | September 30, 2024 / > 80% but lessthan or equal to 100% | September 30, 2024 / Greaterthan100% | LTV not available(1) | Total | | --- | --- | --- | --- | --- | --- | | Residential first mortgages | | | | | | | 2024 | $7,881 | $2,203 | — | | | | 2023 | 14,646 | 2,130 | 2 | | | | 2022 | 18,864 | 1,987 | 54 | | | | 2021 | 18,448 | 467 | 33 | | | | 2020 | 15,587 | 264 | 1 | | | | Prior | 29,438 | 373 | 25 | | | | Total residential first mortgages | $104,864 | $7,424 | $115 | $1,723 | $114,126 | | Home equity loans (pre-reset) | $2,619 | $27 | $49 | | | | Home equity loans (post-reset) | 449 | 4 | 9 | | | | Total home equity loans | $3,068 | $31 | $58 | $85 | $3,242 | | Total(2) | $107,932 | $7,455 | $173 | $1,808 | $117,368 | | LTV distribution—U.S. portfolio / In millions of dollars | December 31, 2023 / Less than or equal to 80% | December 31, 2023 / > 80% but lessthan or equal to 100% | December 31, 2023 / Greaterthan100% | LTV not available(1) | Total | | --- | --- | --- | --- | --- | --- | | Residential first mortgages | | | | | | | 2023 | $13,907 | $3,769 | $3 | | | | 2022 | 17,736 | 3,900 | 52 | | | | 2021 | 18,795 | 728 | 33 | | | | 2020 | 16,094 | 306 | 1 | | | | 2019 | 8,198 | 191 | 26 | | | | Prior | 23,120 | 191 | 23 | | | | Total residential first mortgages | $97,850 | $9,085 | $138 | $1,638 | $108,711 | | Home equity loans (pre-reset) | $2,964 | $29 | $57 | | | | Home equity loans (post-reset) | 476 | 5 | 12 | | | | Total home equity loans | $3,440 | $34 | $69 | $49 | $3,592 | | Total | $101,290 | $9,119 | $207 | $1,687 | $112,303 | (1) Residential first mortgages with no LTV information available include government-guaranteed loans that do not require LTV information for credit risk assessment and fair value loans. (2) Excludes $670 million of unallocated portfolio layer cumulative basis adjustments at September 30, 2024. Loan-to-Value (LTV) Ratios—Outside of U.S. Consumer Mortgages The following tables provide details on the LTV ratios for Citi’s consumer mortgage portfolio outside of the U.S. by year of origination: | LTV distribution—outside of U.S. portfolio(1) / In millions of dollars | September 30, 2024 / Less than or equal to 80% | September 30, 2024 / > 80% but lessthan or equal to 100% | September 30, 2024 / Greaterthan100% | LTV not available | Total | | --- | --- | --- | --- | --- | --- | | Residential mortgages | | | | | | | 2024 | $2,339 | $383 | — | | | | 2023 | 2,592 | 677 | 402 | | | | 2022 | 2,812 | 515 | 670 | | | | 2021 | 2,744 | 456 | 639 | | | | 2020 | 1,903 | 335 | 174 | | | | Prior | 8,487 | 164 | 9 | | | | Total | $20,877 | $2,530 | $1,894 | $401 | $25,702 | | LTV distribution—outside of U.S. portfolio(1) / In millions of dollars | December 31, 2023 / Less than or equal to 80% | December 31, 2023 / > 80% but lessthan or equal to 100% | December 31, 2023 / Greaterthan100% | LTV not available | Total | | --- | --- | --- | --- | --- | --- | | Residential mortgages | | | | | | | 2023 | $2,756 | $1,007 | $112 | | | | 2022 | 3,229 | 807 | 439 | | | | 2021 | 3,257 | 754 | 382 | | | | 2020 | 2,286 | 454 | 62 | | | | 2019 | 2,525 | 84 | 2 | | | | Prior | 8,000 | 84 | 3 | | | | Total | $22,053 | $3,190 | $1,000 | $183 | $26,426 | (1) Mortgage portfolios outside of the U.S. are primarily in Wealth. As of September 30, 2024 and December 31, 2023, mortgage portfolios outside of the U.S. had an average LTV of approximately 57% and 55%, respectively. Consumer Loans and Ratios Outside of North America | Line item | | | | | Delinquency-managed loans and ratios | Delinquency-managed loans and ratios | Delinquency-managed loans and ratios | Delinquency-managed loans and ratios | Delinquency-managed loans and ratios | Delinquency-managed loans and ratios | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | In millions of dollars at September 30, 2024 | Totalloans outside of North America(1) | | Classifiably managed loans(2) | | Delinquency-managed loans | | 30–89 days past due ratio | ≥ 90 dayspast due ratio | 3Q24 NCL ratio | 3Q23 NCL ratio | | Residential mortgages(3) | $ | $25,702 | $ | — | $ | $25,702 | 0.16% | 0.23% | 0.03% | (0.01)% | | Credit cards | 12,930 | | — | | 12,930 | | 1.50 | 1.58 | 4.68 | 4.35 | | Personal, small business and other(4) | 35,474 | | 18,156 | | 17,318 | | 0.59 | 0.22 | 0.95 | 0.99 | | Total | $ | $74,106 | $ | $18,156 | $ | $55,950 | 0.60% | 0.54% | 1.29% | 1.24% | | | | | | | Delinquency-managed loans and ratios | | | | | | | In millions of dollars at December 31, 2023 | Totalloans outside of North America(1) | | Classifiably managed loans(2) | | Delinquency-managed loans | | 30–89 days past due ratio | ≥ 90 dayspast due ratio | | | | Residential mortgages(3) | $ | $26,426 | $ | — | $ | $26,426 | 0.18% | 0.26% | | | | Credit cards | 14,233 | | — | | 14,233 | | 1.47 | 1.59 | | | | Personal, small business and other(4) | 35,380 | | 17,007 | | 18,373 | | 0.58 | 0.22 | | | | Total | $ | $76,039 | $ | $17,007 | $ | $59,032 | 0.62% | 0.57% | | | (1) Mexico is included in offices outside of North America. (2) Classifiably managed loans are primarily evaluated for credit risk based on their internal risk classification. As of September 30, 2024 and December 31, 2023, approximately 58% and 74% of these loans, respectively, were rated investment grade. (3) Includes $20.0 billion and $19.9 billion as of September 30, 2024 and December 31, 2023, respectively, of residential mortgages related to Wealth. (4) Includes $26.3 billion and $24.9 billion as of September 30, 2024 and December 31, 2023, respectively, of loans related to Wealth. Consumer Loan Modifications to Borrowers Experiencing Financial Difficulty Citi seeks to modify consumer loans to borrowers experiencing financial difficulty to minimize losses, avoid foreclosure or repossession of collateral and ultimately maximize payments received from the borrowers. Citi uses various metrics to identify consumer borrowers experiencing financial difficulty, with the primary indicator being delinquency at the time of modification. Citi’s significant consumer modification programs are described below. Credit Cards Citi seeks to assist credit card borrowers who are experiencing financial difficulty by offering long-term loan modification programs. These modifications generally involve reducing the interest rate on the credit card, placing the customer on a fixed payment plan not to exceed 60 months and canceling the customer’s available line of credit. Citi also grants modifications to credit card borrowers working with third-party renegotiation agencies that seek to restructure customers’ entire unsecured debt. In both circumstances, if the cardholder does not comply with the modified payment terms, the credit card loan continues to age and will ultimately be charged off in accordance with Citi’s standard charge-off policy. In certain situations, Citi may forgive a portion of an outstanding balance if the borrower pays a required amount. Residential Mortgages Citi utilizes a third-party subservicer for the servicing of its residential mortgage loans. Through this third-party subservicer, Citi seeks to assist residential mortgage borrowers who are experiencing financial difficulty primarily by offering interest rate reductions, principal and/or interest forbearance, term extensions or combinations thereof. Borrowers enrolled in forbearance programs typically have payments suspended until the end of the forbearance period. In the U.S., before permanently modifying the contractual payment terms of a mortgage loan, Citi enters into a trial modification with the borrower. Trial modifications generally represent a three-month period during which the borrower makes monthly payments under the anticipated modified payment terms. These loans continue to age and accrue interest in accordance with their original contractual terms. Upon successful completion of the trial period, and the borrower’s formal acceptance of the modified terms, Citi and the borrower enter into a permanent modification. Citi expects the majority of loans entering trial modifications to ultimately be enrolled in a permanent modification. During the three and nine months ended September 30, 2024, $8 million and $22 million, respectively, of mortgage loans were enrolled in trial programs. During the three and nine months ended September 30, 2023, $12 million and $22 million, respectively, of mortgage loans were enrolled in trial programs. Mortgage loans of $2 million and $5 million had gone through Chapter 7 bankruptcy during the three and nine months ended September 30, 2024, and $4 million and $6 million during the three and nine months ended September 30, 2023, respectively. Types of Consumer Loan Modifications and Their Financial Effect The following tables provide details on permanent consumer loan modifications granted during the three and nine months ended September 30, 2024 and 2023 to borrowers experiencing financial difficulty by type of modification granted and the financial effect of those modifications: | In millions of dollars, except weighted averages | Modifications as % of loans | Total modifications balance at September 30, 2024(1)(2)(3) | For the Three Months Ended September 30, 2024 / Interest rate reduction | For the Three Months Ended September 30, 2024 / Term extension | For the Three Months Ended September 30, 2024 / Payment delay | For the Three Months Ended September 30, 2024 / Combination: interest rate reduction and term extension | For the Three Months Ended September 30, 2024 / Combination: term extension and payment delay | For the Three Months Ended September 30, 2024 / Combination: interest rate reduction, term extension and payment delay | For the Three Months Ended September 30, 2024 / Weighted-average interest rate reduction % | For the Three Months Ended September 30, 2024 / Weighted-average term extension (months) | For the Three Months Ended September 30, 2024 / Weighted-average delay in payments (months) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | In North America offices(4) | | | | | | | | | | | | | Residential first mortgages(5) | 0.03% | $29 | $1 | $13 | $11 | $4 | — | — | 1% | 145 | 10 | | Home equity loans | — | — | — | — | — | — | — | — | — | — | — | | Credit cards | 0.29 | 471 | 471 | — | — | — | — | — | 25 | — | — | | Personal, small business and other | 0.02 | 7 | — | — | — | 7 | — | — | 8 | 19 | — | | Total | 0.16% | $507 | $472 | $13 | $11 | $11 | — | — | | | | | In offices outside North America(4) | | | | | | | | | | | | | Residential mortgages | 0.05% | $13 | — | — | $13 | — | — | — | — | — | 12 | | Credit cards | 0.05 | 6 | 6 | — | — | — | — | — | 24 | — | — | | Personal, small business and other | 0.02 | 8 | 2 | 1 | — | 5 | — | — | 7 | 25 | — | | Total | 0.04% | $27 | $8 | $1 | $13 | $5 | — | — | | | | | In millions of dollars, except weighted averages | Modifications as % of loans | Total modifications balance at September 30, 2023(1)(2)(3) | For the Three Months Ended September 30, 2023 / Interest rate reduction | For the Three Months Ended September 30, 2023 / Term extension | For the Three Months Ended September 30, 2023 / Payment delay | For the Three Months Ended September 30, 2023 / Combination: interest rate reduction and term extension | For the Three Months Ended September 30, 2023 / Combination: term extension and payment delay | For the Three Months Ended September 30, 2023 / Combination: interest rate reduction, term extension and payment delay | For the Three Months Ended September 30, 2023 / Weighted-average interest rate reduction % | For the Three Months Ended September 30, 2023 / Weighted-average term extension (months) | For the Three Months Ended September 30, 2023 / Weighted-average delay in payments (months) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | In North America offices(4) | | | | | | | | | | | | | Residential first mortgages(5) | 0.05% | $48 | — | $25 | $19 | $4 | — | — | 1% | 220 | 6 | | Home equity loans | 0.03 | 1 | — | — | 1 | — | — | — | 2 | 146 | 6 | | Credit cards | 0.22 | 339 | 339 | — | — | — | — | — | 22 | — | — | | Personal, small business and other | 0.01 | 4 | — | — | — | 4 | — | — | 6 | 15 | — | | Total | 0.13% | $392 | $339 | $25 | $20 | $8 | — | — | | | | | In offices outside North America(4) | | | | | | | | | | | | | Residential mortgages | 0.99% | $260 | — | — | $7 | — | $253 | — | — | 1 | 1 | | Credit cards | 0.10 | 13 | 13 | — | — | — | — | — | 18 | — | — | | Personal, small business and other | 0.02 | 7 | 1 | 2 | — | 4 | — | — | 8 | 21 | — | | Total | 0.37% | $280 | $14 | $2 | $7 | $4 | $253 | — | | | | (1) The above tables reflect activity for loans outstanding as of the end of the reporting period. During the three months ended September 30, 2024 and 2023, Citi granted forgiveness of less than $1 million and less than $1 million in residential first mortgage loans, $30 million and $17 million in credit card loans and $1 million and $1 million in personal, small business and other loans, respectively. As a result, there were no outstanding balances as of September 30, 2024 and 2023. (2) Commitments to lend to borrowers experiencing financial difficulty that were granted modifications included in the tables above were immaterial at September 30, 2024 and 2023. (3) For major consumer portfolios, the ACLL is based on macroeconomic-sensitive models that rely on historical performance and macroeconomic scenarios to forecast expected credit losses. Modifications of consumer loans impact expected credit losses by affecting the likelihood of default. (4) North America includes the U.S., Canada and Puerto Rico. Mexico is included in offices outside North America. (5) Excludes residential first mortgages discharged in Chapter 7 bankruptcy in the three months ended September 30, 2024 and 2023. | In millions of dollars, except weighted averages | Modifications as % of loans | Total modifications balance at September 30, 2024(1)(2)(3) | For the Nine Months Ended September 30, 2024 / Interest rate reduction | For the Nine Months Ended September 30, 2024 / Term extension | For the Nine Months Ended September 30, 2024 / Payment delay | For the Nine Months Ended September 30, 2024 / Combination: interest rate reduction and term extension | For the Nine Months Ended September 30, 2024 / Combination: term extension and payment delay | For the Nine Months Ended September 30, 2024 / Combination: interest rate reduction, term extension and payment delay | For the Nine Months Ended September 30, 2024 / Weighted-average interest rate reduction % | For the Nine Months Ended September 30, 2024 / Weighted-average term extension (months) | For the Nine Months Ended September 30, 2024 / Weighted-average delay in payments (months) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | In North America offices(4) | | | | | | | | | | | | | Residential first mortgages(5) | 0.07% | $77 | $1 | $47 | $22 | $7 | — | — | 1% | 171 | 9 | | Home equity loans | 0.06 | 2 | — | — | 1 | 1 | — | — | 1 | 151 | 9 | | Credit cards | 0.69 | 1,122 | 1,122 | — | — | — | — | — | 24 | — | — | | Personal, small business and other | 0.05 | 18 | 1 | — | 1 | 16 | — | — | 8 | 18 | 7 | | Total | 0.39% | $1,219 | $1,124 | $47 | $24 | $24 | — | — | | | | | In offices outside North America(4) | | | | | | | | | | | | | Residential mortgages | 0.16% | $41 | — | — | $39 | $2 | — | — | 2% | 188 | 12 | | Credit cards | 0.11 | 14 | 14 | — | — | — | — | — | 24 | — | — | | Personal, small business and other | 0.06 | 21 | 4 | 4 | — | 13 | — | — | 7 | 24 | — | | Total | 0.10% | $76 | $18 | $4 | $39 | $15 | — | — | | | | | In millions of dollars, except weighted averages | Modifications as % of loans | Total modifications balance at September 30, 2023(1)(2)(3) | For the Nine Months Ended September 30, 2023 / Interest rate reduction | For the Nine Months Ended September 30, 2023 / Term extension | For the Nine Months Ended September 30, 2023 / Payment delay | For the Nine Months Ended September 30, 2023 / Combination: interest rate reduction and term extension | For the Nine Months Ended September 30, 2023 / Combination: term extension and payment delay | For the Nine Months Ended September 30, 2023 / Combination: interest rate reduction, term extension and payment delay | For the Nine Months Ended September 30, 2023 / Weighted-average interest rate reduction % | For the Nine Months Ended September 30, 2023 / Weighted-average term extension (months) | For the Nine Months Ended September 30, 2023 / Weighted-average delay in payments (months) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | In North America offices(4) | | | | | | | | | | | | | Residential first mortgages(5) | 0.14% | $145 | $1 | $53 | $82 | $9 | — | — | 1% | 202 | 8 | | Home equity loans | 0.55 | 21 | — | — | 8 | 13 | — | — | 2 | 122 | 8 | | Credit cards | 0.49 | 756 | 756 | — | — | — | — | — | 22 | — | — | | Personal, small business and other | 0.02 | 9 | 1 | — | — | 8 | — | — | 6 | 15 | — | | Total | 0.31% | $931 | $758 | $53 | $90 | $30 | — | — | | | | | In offices outside North America(4) | | | | | | | | | | | | | Residential mortgages | 1.15% | $303 | — | — | $25 | $1 | $277 | — | 2% | 3 | 4 | | Credit cards | 0.24 | 33 | 32 | — | — | 1 | — | — | 18 | 28 | — | | Personal, small business and other | 0.06 | 20 | 3 | 6 | — | 11 | — | — | 8 | 19 | — | | Total | 0.47% | $356 | $35 | $6 | $25 | $13 | $277 | — | | | | (1) The above tables reflect activity for loans outstanding as of the end of the reporting period. During the nine months ended September 30, 2024 and 2023, Citi granted forgiveness of $2 million and less than $1 million in residential first mortgage loans, $58 million and $38 million in credit card loans and $2 million and $2 million in personal, small business and other loans, respectively. As a result, there were no outstanding balances as of September 30, 2024 and 2023. (2) Commitments to lend to borrowers experiencing financial difficulty that were granted modifications included in the tables above were immaterial at September 30, 2024 and 2023. (3) For major consumer portfolios, the ACLL is based on macroeconomic-sensitive models that rely on historical performance and macroeconomic scenarios to forecast expected credit losses. Modifications of consumer loans impact expected credit losses by affecting the likelihood of default. (4) North America includes the U.S., Canada and Puerto Rico. Mexico is included in offices outside North America. (5) Excludes residential first mortgages discharged in Chapter 7 bankruptcy in the nine months ended September 30, 2024 and 2023. Performance of Modified Consumer Loans The following tables present the delinquencies and gross credit losses of permanently modified consumer loans to borrowers experiencing financial difficulty. It includes loans that were modified during the 12 months ended September 30, 2024 and the year ended December 31, 2023: _As of September 30, 2024_ | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | In millions of dollars | Total | | Current | | 30–89 days past due | | 90+ days past due | | Gross credit losses | | | In North America offices(1) | | | | | | | | | | | | Residential first mortgages | $ | $99 | $ | $49 | $ | $18 | $ | $32 | $ | — | | Home equity loans | 2 | | 1 | | — | | 1 | | — | | | Credit cards | 1,371 | | 1,032 | | 204 | | 135 | | 280 | | | Personal, small business and other | 23 | | 20 | | 2 | | 1 | | 2 | | | Total(2)(3) | $ | $1,495 | $ | $1,102 | $ | $224 | $ | $169 | $ | $282 | | In offices outside North America(1) | | | | | | | | | | | | Residential mortgages | $ | $90 | $ | $87 | $ | $2 | $ | $1 | $ | $1 | | Credit cards | 17 | | 15 | | 1 | | 1 | | — | | | Personal, small business and other | 25 | | 20 | | 4 | | 1 | | 1 | | | Total(2)(3) | $ | $132 | $ | $122 | $ | $7 | $ | $3 | $ | $2 | _As of December 31, 2023_ | | | | | | | | | | | | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | In millions of dollars | Total | | Current | | 30–89 days past due | | 90+ days past due | | Gross credit losses | | | In North America offices(1) | | | | | | | | | | | | Residential first mortgages | $ | $164 | $ | $70 | $ | $22 | $ | $72 | $ | — | | Home equity loans | 21 | | 14 | | 1 | | 6 | | — | | | Credit cards | 1,039 | | 740 | | 179 | | 120 | | 204 | | | Personal, small business and other | 14 | | 12 | | 1 | | 1 | | 1 | | | Total(2)(3) | $ | $1,238 | $ | $836 | $ | $203 | $ | $199 | $ | $205 | | In offices outside North America(1) | | | | | | | | | | | | Residential mortgages | $ | $334 | $ | $331 | $ | $2 | $ | $1 | $ | — | | Credit cards | 43 | | 37 | | 3 | | 3 | | 4 | | | Personal, small business and other | 27 | | 24 | | 3 | | — | | 1 | | | Total(2)(3) | $ | $404 | $ | $392 | $ | $8 | $ | $4 | $ | $5 | (1) North America includes the U.S., Canada and Puerto Rico. Mexico is included in offices outside North America. (2) Typically, upon modification a loan re-ages to current. However, FFIEC guidelines for re-aging certain loans require that at least three consecutive minimum monthly payments, or the equivalent amount, be received. In these cases, the loan will remain delinquent until the payment criteria for re-aging have been satisfied. (3) Loans modified under Citi’s COVID-19 consumer relief programs continue to be reported in the same delinquency bucket they were in at the time of modification. Defaults of Modified Consumer Loans The following tables present default activity for permanently modified consumer loans to borrowers experiencing financial difficulty by type of modification granted, including loans that were modified and subsequently defaulted during the three and nine months ended September 30, 2024 and 2023. Default is defined as 60 days past due: | In millions of dollars | Total(1)(2) | For the Three Months Ended September 30, 2024 / Interest rate reduction | For the Three Months Ended September 30, 2024 / Termextension | For the Three Months Ended September 30, 2024 / Paymentdelay | For the Three Months Ended September 30, 2024 / Combination: interest rate reduction and term extension | For the Three Months Ended September 30, 2024 / Combination: term extension and payment delay | For the Three Months Ended September 30, 2024 / Combination: interest rate reduction, term extension and payment delay | | --- | --- | --- | --- | --- | --- | --- | --- | | In North America offices(3) | | | | | | | | | Residential first mortgages | $7 | — | $6 | — | $1 | — | — | | Home equity loans | — | — | — | — | — | — | — | | Credit cards(4) | 105 | 105 | — | — | — | — | — | | Personal, small business and other | 1 | — | — | — | 1 | — | — | | Total | $113 | $105 | $6 | — | $2 | — | — | | In offices outside North America(3) | | | | | | | | | Residential mortgages | — | — | — | — | — | — | — | | Credit cards(4) | 1 | 1 | — | — | — | — | — | | Personal, small business and other | 1 | — | — | — | 1 | — | — | | Total | $2 | $1 | — | — | $1 | — | — | | In millions of dollars | Total(1)(2) | For the Three Months Ended September 30, 2023 / Interest rate reduction | For the Three Months Ended September 30, 2023 / Termextension | For the Three Months Ended September 30, 2023 / Paymentdelay | For the Three Months Ended September 30, 2023 / Combination: interest rate reduction and term extension | For the Three Months Ended September 30, 2023 / Combination: term extension and payment delay | For the Three Months Ended September 30, 2023 / Combination: interest rate reduction, term extension and payment delay | | --- | --- | --- | --- | --- | --- | --- | --- | | In North America offices(3) | | | | | | | | | Residential first mortgages | $6 | — | $5 | $1 | — | — | — | | Home equity loans | — | — | — | — | — | — | — | | Credit cards(4) | 61 | 61 | — | — | — | — | — | | Personal, small business and other | — | — | — | — | — | — | — | | Total | $67 | $61 | $5 | $1 | — | — | — | | In offices outside North America(3) | | | | | | | | | Residential mortgages | — | — | — | — | — | — | — | | Credit cards(4) | 2 | 2 | — | — | — | — | — | | Personal, small business and other | — | — | — | — | — | — | — | | Total | $2 | $2 | — | — | — | — | — | | In millions of dollars | Total(1)(2) | For the Nine Months Ended September 30, 2024 / Interest rate reduction | For the Nine Months Ended September 30, 2024 / Termextension | For the Nine Months Ended September 30, 2024 / Paymentdelay | For the Nine Months Ended September 30, 2024 / Combination: interest rate reduction and term extension | For the Nine Months Ended September 30, 2024 / Combination: term extension and payment delay | For the Nine Months Ended September 30, 2024 / Combination: interest rate reduction, term extension and payment delay | | --- | --- | --- | --- | --- | --- | --- | --- | | In North America offices(3) | | | | | | | | | Residential first mortgages | $25 | — | $22 | — | $3 | — | — | | Home equity loans | — | — | — | — | — | — | — | | Credit cards(4) | 178 | 178 | — | — | — | — | — | | Personal, small business and other | 1 | — | — | — | 1 | — | — | | Total | $204 | $178 | $22 | — | $4 | — | — | | In offices outside North America(3) | | | | | | | | | Residential mortgages | $3 | — | — | $3 | — | — | — | | Credit cards(4) | 1 | 1 | — | — | — | — | — | | Personal, small business and other | 3 | — | — | — | 3 | — | — | | Total | $7 | $1 | — | $3 | $3 | — | — | | In millions of dollars | Total(1)(2) | For the Nine Months Ended September 30, 2023 / Interest rate reduction | For the Nine Months Ended September 30, 2023 / Termextension | For the Nine Months Ended September 30, 2023 / Paymentdelay | For the Nine Months Ended September 30, 2023 / Combination: interest rate reduction and term extension | For the Nine Months Ended September 30, 2023 / Combination: term extension and payment delay | For the Nine Months Ended September 30, 2023 / Combination: interest rate reduction, term extension and payment delay | | --- | --- | --- | --- | --- | --- | --- | --- | | In North America offices(3) | | | | | | | | | Residential first mortgages | $7 | $1 | $5 | $1 | — | — | — | | Home equity loans | — | — | — | — | — | — | — | | Credit cards(4) | 93 | 93 | — | — | — | — | — | | Personal, small business and other | — | — | — | — | — | — | — | | Total | $100 | $94 | $5 | $1 | — | — | — | | In offices outside North America(3) | | | | | | | | | Residential mortgages | $2 | — | — | $2 | — | — | — | | Credit cards(4) | 3 | 3 | — | — | — | — | — | | Personal, small business and other | 2 | — | — | — | 2 | — | — | | Total | $7 | $3 | — | $2 | $2 | — | — | (1) The above tables reflect activity for loans outstanding as of the end of the reporting period. (2) Modified residential first mortgages that default are typically liquidated through foreclosure or a similar type of liquidation. (3) North America includes the U.S., Canada and Puerto Rico. Mexico is included in offices outside North America. (4) Modified credit card loans that default continue to be charged off in accordance with Citi’s consumer charge-off policy. 15. ALLOWANCE FOR CREDIT LOSSES | In millions of dollars | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Allowance for credit losses on loans (ACLL) at beginning of period | $18,216 | $17,496 | $18,145 | $16,974 | | Adjustments to opening balance(1) | | | | | | Financial instruments—TDRs and vintage disclosures(1) | — | — | — | (352) | | Adjusted ACLL at beginning of period | $18,216 | $17,496 | $18,145 | $16,622 | | Gross credit losses on loans | $(2,609) | $(2,000) | $(8,014) | $(5,513) | | Gross recoveries on loans | 437 | 363 | 1,256 | 1,070 | | Net credit losses on loans (NCLs) | $(2,172) | $(1,637) | $(6,758) | $(4,443) | | Replenishment of NCLs | $2,172 | $1,637 | $6,758 | $4,443 | | Net reserve builds (releases) for loans | 254 | 100 | 636 | 787 | | Net specific reserve builds (releases) for loans | (44) | 79 | (231) | 84 | | Total provision for credit losses on loans (PCLL) | $2,382 | $1,816 | $7,163 | $5,314 | | Initial allowance for credit losses on newly purchased credit-deteriorated assets during the period(2) | 23 | — | 23 | — | | Other, net (see table below) | (93) | (46) | (217) | 136 | | ACLL at end of period | $18,356 | $17,629 | $18,356 | $17,629 | | Allowance for credit losses on unfunded lending commitments (ACLUC) at beginning of period(3) | $1,619 | $1,862 | $1,728 | $2,151 | | Provision (release) for credit losses on unfunded lending commitments | 105 | (54) | (1) | (344) | | Other, net | 1 | (2) | (2) | (1) | | ACLUC at end of period(3) | $1,725 | $1,806 | $1,725 | $1,806 | | Total allowance for credit losses on loans, leases and unfunded lending commitments | $20,081 | $19,435 | $20,081 | $19,435 | | Other, net details / In millions of dollars | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | FX translation and other | $(93) | $(46) | $(217) | $136 | | Other, net | $(93) | $(46) | $(217) | $136 | (1) See “Accounting Changes” in Note 1 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. (2) Upon acquisition, the par value of the purchased credit-deteriorated assets was approximately $37 million and $6 million during the three months ended September 30, 2024 and 2023 and $46 million and $19 million during the nine months ended September 30, 2024 and 2023, respectively. (3) Represents additional credit loss reserves for unfunded lending commitments and letters of credit recorded in Other liabilities on the Consolidated Balance Sheet. Allowance for Credit Losses on Loans and End-of-Period Loans | In millions of dollars | Three Months Ended / September 30, 2024 / Corporate | Three Months Ended / September 30, 2024 / Consumer | Three Months Ended / September 30, 2024 / Total | Three Months Ended / September 30, 2023 / Corporate | Three Months Ended / September 30, 2023 / Consumer | Three Months Ended / September 30, 2023 / Total | | --- | --- | --- | --- | --- | --- | --- | | ACLL at beginning of period | $2,484 | $15,732 | $18,216 | $2,630 | $14,866 | $17,496 | | Charge-offs | (113) | (2,496) | (2,609) | (72) | (1,928) | (2,000) | | Recoveries | 39 | 398 | 437 | 14 | 349 | 363 | | Replenishment of NCLs | 74 | 2,098 | 2,172 | 58 | 1,579 | 1,637 | | Net reserve builds (releases) | 143 | 111 | 254 | 25 | 75 | 100 | | Net specific reserve builds (releases) | (40) | (4) | (44) | 77 | 2 | 79 | | Initial allowance for credit losses on newly purchased credit-deteriorated assets during the period(2) | — | 23 | 23 | — | — | — | | Other | 4 | (97) | (93) | (15) | (31) | (46) | | Ending balance | $2,591 | $15,765 | $18,356 | $2,717 | $14,912 | $17,629 | | | Nine Months Ended | | | | | | | | September 30, 2024 | | | September 30, 2023 | | | | In millions of dollars | Corporate | Consumer | Total | Corporate | Consumer | Total | | ACLL at beginning of period | $2,714 | $15,431 | $18,145 | $2,855 | $14,119 | $16,974 | | Adjustments to opening balance: | | | | | | | | Financial instruments—TDRs and vintage disclosures(1) | — | — | — | — | (352) | (352) | | Adjusted ACLL at beginning of period | $2,714 | $15,431 | $18,145 | $2,855 | $13,767 | $16,622 | | Charge-offs | $(420) | $(7,594) | $(8,014) | $(197) | $(5,316) | $(5,513) | | Recoveries | 74 | 1,182 | 1,256 | 42 | 1,028 | 1,070 | | Replenishment of NCLs | 346 | 6,412 | 6,758 | 155 | 4,288 | 4,443 | | Net reserve builds (releases) | 115 | 521 | 636 | (184) | 971 | 787 | | Net specific reserve builds (releases) | (229) | (2) | (231) | 49 | 35 | 84 | | Initial allowance for credit losses on newly purchased credit-deteriorated assets during the period(2) | — | 23 | 23 | — | — | — | | Other | (9) | (208) | (217) | (3) | 139 | 136 | | Ending balance | $2,591 | $15,765 | $18,356 | $2,717 | $14,912 | $17,629 | | In millions of dollars | September 30, 2024 / Corporate | September 30, 2024 / Consumer | September 30, 2024 / Total | December 31, 2023 / Corporate | December 31, 2023 / Consumer | December 31, 2023 / Total | | --- | --- | --- | --- | --- | --- | --- | | ACLL | | | | | | | | Collectively evaluated(1) | $2,451 | $15,704 | $18,155 | $2,352 | $15,391 | $17,743 | | Individually evaluated | 140 | 39 | 179 | 362 | 40 | 402 | | Purchased credit deteriorated | — | 22 | 22 | — | — | — | | Total ACLL | $2,591 | $15,765 | $18,356 | $2,714 | $15,431 | $18,145 | | Loans, net of unearned income | | | | | | | | Collectively evaluated(1) | $291,023 | $388,645 | $679,668 | $291,002 | $388,711 | $679,713 | | Individually evaluated | 944 | 60 | 1,004 | 1,882 | 58 | 1,940 | | Purchased credit deteriorated | — | 144 | 144 | — | 115 | 115 | | Held at fair value | 7,804 | 302 | 8,106 | 7,281 | 313 | 7,594 | | Total loans, net of unearned income | $299,771 | $389,151 | $688,922 | $300,165 | $389,197 | $689,362 | (1)    See “Accounting Changes” in Note 1 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. (2)    Upon acquisition, the par value of the purchased credit-deteriorated assets was approximately $37 million and $6 million during the three months ended September 30, 2024 and 2023 and $46 million and $19 million during the nine months ended September 30, 2024 and 2023, respectively. 3Q24 Changes in the ACL The total allowance for credit losses on loans, leases and unfunded lending commitments as of September 30, 2024 was $20,081 million, a slight increase from $19,873 million at December 31, 2023, primarily reflecting the impact of macroeconomic pressures related to the elevated inflationary and interest rate environment, partially offset by an improved macroeconomic outlook. Consumer ACLL Citi’s total consumer allowance for credit losses on loans (ACLL) as of September 30, 2024 was $15,765 million, an increase from $15,431 million at December 31, 2023. The increase was primarily driven by the impact of macroeconomic pressures related to the elevated inflationary and interest rate environment. Corporate ACLL Citi’s total corporate ACLL as of September 30, 2024 was $2,591 million, a decrease from $2,714 million at December 31, 2023. The decrease was primarily driven by an improved macroeconomic outlook. ACLUC As of September 30, 2024, Citi’s total allowance for unfunded lending commitments (ACLUC), included in Other liabilities, was $1,725 million, a slight decrease from $1,728 million at December 31, 2023. The decrease was primarily driven by an improved macroeconomic outlook, mostly offset by changes in portfolio composition. Allowance for Credit Losses on HTM Debt Securities The allowance for credit losses on HTM debt securities, which the Company has the intent and ability to hold, was $141 million and $95 million as of September 30, 2024 and December 31, 2023, respectively. Allowance for Credit Losses on Other Assets | In millions of dollars | Three Months Ended September 30, 2024 / Deposits with banks | Three Months Ended September 30, 2024 / Securities borrowed and purchased under agreements to resell | Three Months Ended September 30, 2024 / All other assets(1) | Total | | --- | --- | --- | --- | --- | | Allowance for credit losses on other assets at beginning of quarter | $21 | $33 | $1,857 | $1,911 | | Gross credit losses | — | — | (14) | (14) | | Gross recoveries | — | — | 8 | 8 | | Net credit losses (NCLs) | — | — | $(6) | $(6) | | Replenishment of NCLs | — | — | $6 | $6 | | Net reserve builds (releases) | 2 | (27) | 129 | 104 | | Total provision for credit losses | $2 | $(27) | $135 | $110 | | Other, net | — | $(2) | $(144) | $(146) | | Allowance for credit losses on other assets at end of quarter | $23 | $4 | $1,842 | $1,869 | | | Nine Months Ended September 30, 2024 | | | | | In millions of dollars | Deposits with banks | Securities borrowed and purchased under agreements to resell | All other assets(1) | Total | | Allowance for credit losses on other assets at beginning of year | $31 | $27 | $1,730 | $1,788 | | Gross credit losses | — | — | (42) | (42) | | Gross recoveries | — | — | 21 | 21 | | Net credit losses (NCLs) | — | — | $(21) | $(21) | | Replenishment of NCLs | — | — | $21 | $21 | | Net reserve builds (releases) | (9) | (22) | 236 | 205 | | Total provision for credit losses | $(9) | $(22) | $257 | $226 | | Other, net | $1 | $(1) | $(124) | $(124) | | Allowance for credit losses on other assets at end of quarter | $23 | $4 | $1,842 | $1,869 | (1) Primarily ACL related to transfer risk associated with exposures outside the U.S. driven by safety and soundness considerations under U.S. banking law. | In millions of dollars | Three Months Ended September 30, 2023 / Deposits with banks | Three Months Ended September 30, 2023 / Securities borrowed and purchased under agreements to resell | Three Months Ended September 30, 2023 / All other assets(1) | Total | | --- | --- | --- | --- | --- | | Allowance for credit losses on other assets at beginning of quarter | $21 | $26 | $612 | $659 | | Gross credit losses | — | — | (19) | (19) | | Gross recoveries | — | — | 6 | 6 | | Net credit losses (NCLs) | — | — | $(13) | $(13) | | Replenishment of NCLs | — | — | $13 | $13 | | Net reserve builds (releases) | 6 | 30 | 7 | 43 | | Total provision for credit losses | $6 | $30 | $20 | $56 | | Other, net | — | $(3) | $(1) | $(4) | | Allowance for credit losses on other assets at end of quarter | $27 | $53 | $618 | $698 | | | Nine Months Ended September 30, 2023 | | | | | In millions of dollars | Deposits with banks | Securities borrowed and purchased under agreements to resell | All other assets(1) | Total | | Allowance for credit losses on other assets at beginning of year | $51 | $36 | $36 | $123 | | Gross credit losses | — | — | (54) | (54) | | Gross recoveries | — | — | 11 | 11 | | Net credit losses (NCLs) | — | — | $(43) | $(43) | | Replenishment of NCLs | — | — | $43 | $43 | | Net reserve builds (releases) | (23) | 27 | 583 | 587 | | Total provision for credit losses | $(23) | $27 | $626 | $630 | | Other, net | $(1) | $(10) | $(1) | $(12) | | Allowance for credit losses on other assets at end of quarter | $27 | $53 | $618 | $698 | (1) Primarily ACL related to transfer risk associated with exposures outside the U.S. driven by safety and soundness considerations under U.S. banking law. For ACL on AFS debt securities, see Note 13. 16. GOODWILL AND INTANGIBLE ASSETS Goodwill The changes in Goodwill were as follows: | In millions of dollars | Services | Markets(1) | Banking(1) | USPB | Wealth | All Other | Total | | --- | --- | --- | --- | --- | --- | --- | --- | | Balance at December 31, 2023 | $2,214 | $5,870 | $1,039 | $5,398 | $4,469 | $1,108 | $20,098 | | Foreign currency translation | (27) | (82) | 2 | 23 | — | 28 | (56) | | Balance at March 31, 2024 | $2,187 | $5,788 | $1,041 | $5,421 | $4,469 | $1,136 | $20,042 | | Foreign currency translation | (57) | (62) | (18) | (92) | (1) | (108) | (338) | | Balance at June 30, 2024 | $2,130 | $5,726 | $1,023 | $5,329 | $4,468 | $1,028 | $19,704 | | Foreign currency translation | 13 | 136 | (10) | (63) | — | (73) | 3 | | Divestitures(2) | — | — | — | — | (16) | — | (16) | | Balance at September 30, 2024 | $2,143 | $5,862 | $1,013 | $5,266 | $4,452 | $955 | $19,691 | (1) In 2023, goodwill of approximately $537 million was transferred from Banking to Markets related to business realignment. Prior-period amounts have been revised to conform with the current presentation. See Note 3 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. (2) Goodwill allocated to the global fiduciary and trust administration services business was classified as HFS during the third quarter of 2024. Citi tests for goodwill impairment annually as of October 1 (the annual test) and conducts interim assessments between the annual test 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. No such events or circumstances were identified as part of the qualitative assessment performed as of September 30, 2024. For additional information regarding Citi’s goodwill impairment testing process, see Notes 1 and 17 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. While the inherent risk of uncertainty is embedded in the key assumptions used in the reporting unit valuations, the economic and business environments continue to evolve as management executes on its transformation and strategy. If management’s future estimates of key economic and market assumptions were to differ from its current assumptions, Citi could potentially experience material goodwill impairment charges in the future. Intangible Assets The components of intangible assets were as follows: | In millions of dollars | September 30, 2024 / Grosscarryingamount | September 30, 2024 / Accumulatedamortization | September 30, 2024 / Netcarryingamount | December 31, 2023 / Grosscarryingamount | December 31, 2023 / Accumulatedamortization | December 31, 2023 / Netcarryingamount | | --- | --- | --- | --- | --- | --- | --- | | Purchased credit card relationships(1) | $5,315 | $4,472 | $843 | $5,302 | $4,365 | $937 | | Credit card contract-related intangibles(2) | 4,189 | 1,861 | 2,328 | 4,177 | 1,698 | 2,479 | | Other customer relationships | 363 | 306 | 57 | 363 | 290 | 73 | | Present value of future profits | 32 | 31 | 1 | 37 | 36 | 1 | | Indefinite-lived intangible assets | 209 | — | 209 | 240 | — | 240 | | Intangible assets (excluding MSRs) | $10,108 | $6,670 | $3,438 | $10,119 | $6,389 | $3,730 | | Mortgage servicing rights (MSRs)(3) | 683 | — | 683 | 691 | — | 691 | | Total intangible assets | $10,791 | $6,670 | $4,121 | $10,810 | $6,389 | $4,421 | The changes in intangible assets were as follows: | In millions of dollars | Net carrying amount at December 31, 2023 | Acquisitions/renewals/divestitures(1) | Amortization | Impairments | FX translation and other | Net carrying amount at September 30, 2024 | | --- | --- | --- | --- | --- | --- | --- | | Purchased credit card relationships(2) | $937 | $13 | $(107) | — | — | $843 | | Credit card contract-related intangibles(3) | 2,479 | 12 | (164) | — | 1 | 2,328 | | Other customer relationships | 73 | — | (16) | — | — | 57 | | Present value of future profits | 1 | — | — | — | — | 1 | | Indefinite-lived intangible assets | 240 | — | — | — | (31) | 209 | | Intangible assets (excluding MSRs) | $3,730 | $25 | $(287) | — | $(30) | $3,438 | | Mortgage servicing rights (MSRs)(4) | 691 | | | | | 683 | | Total intangible assets | $4,421 | | | | | $4,121 | (1) The acquired intangibles during the period relate to a new card partnership with a 10-year term. (2) Reflects intangibles for the value of purchased cardholder relationships, which are discrete from contract-related intangibles. (3) Reflects contract-related intangibles associated with Citi’s credit card program agreements with partners. (4) See Note 21. 17. DEPOSITS Deposits consisted of the following: | Line item | September 30, | December 31, | | --- | --- | --- | | In millions of dollars | 2024(1) | 2023 | | Non-interest-bearing deposits in U.S. offices | $118,034 | $112,089 | | Interest-bearing deposits in U.S. offices (including $1,361 and $1,309 as of September 30, 2024 and December 31, 2023, respectively, at fair value) | 558,461 | 576,784 | | Total deposits in U.S. offices(1) | $676,495 | $688,873 | | Non-interest-bearing deposits in offices outside the U.S. | $84,913 | $88,988 | | Interest-bearing deposits in offices outside the U.S. (including $2,751 and $1,131 as of September 30, 2024 and December 31, 2023, respectively, at fair value) | 548,591 | 530,820 | | Total deposits in offices outside the U.S.(1) | $633,504 | $619,808 | | Total deposits | $1,309,999 | $1,308,681 | (1) For information on time deposits that met or exceeded the insured limit at December 31, 2023, see Note 18 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. For additional information on Citi’s deposits, see Citi’s 2023 Form 10-K. 18. DEBT For additional information regarding Citi’s short-term borrowings and long-term debt, see Note 19 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. Short-Term Borrowings | In millions of dollars | September 30,2024 | December 31,2023 | | --- | --- | --- | | Commercial paper | | | | Bank(1) | $11,267 | $11,116 | | Broker-dealer and other(2) | 11,688 | 9,106 | | Total commercial paper | $22,955 | $20,222 | | Other borrowings(3) | 18,385 | 17,235 | | Total | $41,340 | $37,457 | (1) Represents Citibank entities as well as other bank entities. (2) Represents broker-dealer and other non-bank subsidiaries that are consolidated into Citigroup Inc., the parent holding company. (3) Includes borrowings from Federal Home Loan Banks and other market participants. At September 30, 2024 and December 31, 2023, collateralized short-term advances from Federal Home Loan Banks were $4.0 billion and $8.0 billion, respectively. Long-Term Debt | In millions of dollars | September 30,2024 | December 31, 2023 | | --- | --- | --- | | Citigroup Inc.(1) | $170,649 | $162,309 | | Bank(2) | 36,548 | 31,673 | | Broker-dealer and other(3) | 91,884 | 92,637 | | Total | $299,081 | $286,619 | (1) Represents the parent holding company. (2) Represents Citibank entities as well as other bank entities. At September 30, 2024 and December 31, 2023, collateralized long-term advances from the Federal Home Loan Banks were $11.5 billion and $11.5 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 $1.6 billion at September 30, 2024 and December 31, 2023. The following table summarizes Citi’s outstanding trust preferred securities at September 30, 2024: | Trust | Issuancedate | Securitiesissued | Liquidationvalue(1) | Couponrate(2) | Commonsharesissuedto parent | Junior subordinated debentures owned by trust / Notional amount | Junior subordinated debentures owned by trust / Maturity | Junior subordinated debentures owned by trust / Redeemableby issuerbeginning | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | 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 | Oct. 2010 | 89,840,000 | 2,246 | 3 mo. SOFR +663.161 bps(3) | 1,000 | 2,246 | Oct. 30, 2040 | Oct. 30, 2015 | | Total obligated | | | $2,440 | | | $2,446 | | | Note: Distributions on the trust preferred securities and interest on the subordinated debentures are payable semiannually for Citigroup Capital III 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. (3) The spread incorporates the original contractual spread and a 26.161 bps tenor spread adjustment. 19. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (AOCI) Changes in each component of Citigroup’s Accumulated other comprehensive income (loss) were as follows: | In millions of dollars / Three Months Ended September 30, 2024 | Netunrealizedgains (losses)on debt securities | Debt valuation adjustment (DVA)(1) | Cash flow hedges(2) | Benefit plans(3) | CTA, net of hedges(4) | Excluded component of fair value hedges | Long-duration insurance contracts(5) | Accumulatedothercomprehensive income (loss) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Balance, June 30, 2024 | $(3,682) | $(1,016) | $(629) | $(5,794) | $(35,573) | $(39) | $56 | $(46,677) | | Other comprehensive income before reclassifications | 1,381 | (155) | (305) | 1 | 416 | (8) | (17) | 1,313 | | Increase (decrease) due to amounts reclassified from AOCI | (46) | 5 | 161 | 48 | — | (1) | — | 167 | | Change, net of taxes | $1,335 | $(150) | $(144) | $49 | $416 | $(9) | $(17) | $1,480 | | Balance at September 30, 2024 | $(2,347) | $(1,166) | $(773) | $(5,745) | $(35,157) | $(48) | $39 | $(45,197) | | Nine Months EndedSeptember 30, 2024 | | | | | | | | | | Balance, December 31, 2023 | $(3,744) | $(709) | $(1,406) | $(6,050) | $(32,885) | $(40) | $34 | $(44,800) | | Other comprehensive income before reclassifications | 1,533 | (474) | 14 | 164 | (2,272) | 4 | 6 | (1,025) | | Increase (decrease) due to amounts reclassified from AOCI | (136) | 17 | 619 | 141 | — | (12) | (1) | 628 | | Change, net of taxes | $1,397 | $(457) | $633 | $305 | $(2,272) | $(8) | $5 | $(397) | | Balance at September 30, 2024 | $(2,347) | $(1,166) | $(773) | $(5,745) | $(35,157) | $(48) | $39 | $(45,197) | | In millions of dollars / Three Months Ended September 30, 2023 | Netunrealizedgains (losses)on debt securities | Debt valuation adjustment (DVA)(1) | Cash flow hedges(2) | Benefit plans(3) | CTA, net of hedges(4) | Excluded component of fair value hedges | Long-duration insurance contracts(5) | Accumulatedothercomprehensive income (loss) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Balance, June 30, 2023 | $(5,036) | $(102) | $(1,990) | $(5,995) | $(32,773) | $5 | $26 | $(45,865) | | Other comprehensive income before reclassifications | (176) | 290 | 366 | 274 | (1,496) | (3) | 23 | (722) | | Increase (decrease) due to amounts reclassified from AOCI | 7 | 9 | 365 | 38 | — | (9) | — | 410 | | Change, net of taxes | $(169) | $299 | $731 | $312 | $(1,496) | $(12) | $23 | $(312) | | Balance at September 30, 2023 | $(5,205) | $197 | $(1,259) | $(5,683) | $(34,269) | $(7) | $49 | $(46,177) | | Nine Months EndedSeptember 30, 2023 | | | | | | | | | | Balance, December 31, 2022 | $(5,998) | $842 | $(2,522) | $(5,755) | $(33,637) | $8 | — | $(47,062) | | Adjustment to opening balance, net of taxes(6) | — | — | — | — | — | — | 27 | 27 | | Adjusted balance, beginning of period | $(5,998) | $842 | $(2,522) | $(5,755) | $(33,637) | $8 | $27 | $(47,035) | | Other comprehensive income before reclassifications | 812 | (650) | 166 | (28) | (632) | 8 | 22 | (302) | | Increase (decrease) due to amounts reclassified from AOCI | (19) | 5 | 1,097 | 100 | — | (23) | — | 1,160 | | Change, net of taxes | $793 | $(645) | $1,263 | $72 | $(632) | $(15) | $22 | $858 | | Balance at September 30, 2023 | $(5,205) | $197 | $(1,259) | $(5,683) | $(34,269) | $(7) | $49 | $(46,177) | (1) Reflects the after-tax valuation of Citi’s fair value option liabilities. See “Market Valuation Adjustments” in Note 23. (2) Primarily driven by Citi’s pay floating/receive fixed interest rate swap programs that hedge certain floating rates on assets. (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 movement in (by order of impact) the Mexican peso, euro, Japanese yen, Singapore dollar, Malaysian ringgit, Polish zloty and Chilean peso against the U.S. dollar and changes in related tax effects and hedges for the three months ended September 30, 2024. Primarily reflects the movement in (by order of impact) the Mexican peso, Egyptian pound, Brazilian real, Malaysian ringgit and Taiwan dollar against the U.S. dollar and changes in related tax effects and hedges for the nine months ended September 30, 2024. Primarily reflects the movement in (by order of impact) the Mexican peso, Chilean peso, euro, Polish zloty and Brazilian real against the U.S. dollar and changes in related tax effects and hedges for the three months ended September 30, 2023. Primarily reflects the movement in (by order of impact) the Mexican peso, Russian ruble, Japanese yen, South Korean won and Chilean peso against the U.S. dollar and changes in related tax effects and hedges for the nine months ended September 30, 2023. Amounts recorded in the CTA component of AOCI remain in AOCI until the sale or substantial liquidation of the foreign entity, at which point such amounts related to the foreign entity are reclassified into earnings. (5) Reflects the change in the liability for future policyholder benefits for certain long-duration life-contingent annuity contracts that are issued by a regulated Citi insurance subsidiary in Mexico and reported within Legacy Franchises. The amount reflects the change in the liability after discounting using an upper-medium-grade fixed income instrument yield that reflects the duration characteristics of the liability. The balance of the liability for future policyholder benefits, which is recorded within Other Liabilities, for this insurance subsidiary was approximately $463 million and $519 million at September 30, 2024 and September 30, 2023, respectively. (6) See “Accounting Changes” in Note 1 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. The pretax and after-tax changes in each component of Accumulated other comprehensive income (loss) were as follows: | In millions of dollars / Three Months Ended September 30, 2024 | Pretax | Tax effect(1) | After-tax | | --- | --- | --- | --- | | Balance, June 30, 2024 | $(54,102) | $7,425 | $(46,677) | | Change in net unrealized gains (losses) on debt securities | 1,781 | (446) | 1,335 | | Debt valuation adjustment (DVA) | (201) | 51 | (150) | | Cash flow hedges | (171) | 27 | (144) | | Benefit plans | 88 | (39) | 49 | | Foreign currency translation adjustment (CTA) | 638 | (222) | 416 | | Excluded component of fair value hedges | (10) | 1 | (9) | | Long-duration insurance contracts | (26) | 9 | (17) | | Change | $2,099 | $(619) | $1,480 | | Balance at September 30, 2024 | $(52,003) | $6,806 | $(45,197) | | Nine Months Ended September 30, 2024 | | | | | Balance, December 31, 2023 | $(52,422) | $7,622 | $(44,800) | | Change in net unrealized gains (losses) on debt securities | 1,853 | (456) | 1,397 | | DVA | (608) | 151 | (457) | | Cash flow hedges | 843 | (210) | 633 | | Benefit plans | 405 | (100) | 305 | | CTA | (2,071) | (201) | (2,272) | | Excluded component of fair value hedges | (12) | 4 | (8) | | Long-duration insurance contracts | 9 | (4) | 5 | | Change | $419 | $(816) | $(397) | | Balance at September 30, 2024 | $(52,003) | $6,806 | $(45,197) | | In millions of dollars / Three Months Ended September 30, 2023 | Pretax | Tax effect(1) | After-tax | | --- | --- | --- | --- | | Balance, June 30, 2023 | $(53,964) | $8,099 | $(45,865) | | Change in net unrealized gains (losses) on debt securities | (227) | 58 | (169) | | DVA | 395 | (96) | 299 | | Cash flow hedges | 958 | (227) | 731 | | Benefit plans | 380 | (68) | 312 | | CTA | (1,532) | 36 | (1,496) | | Excluded component of fair value hedges | (10) | (2) | (12) | | Long-duration insurance contracts | 33 | (10) | 23 | | Change | $(3) | $(309) | $(312) | | Balance, September 30, 2023 | $(53,967) | $7,790 | $(46,177) | | Nine Months Ended September 30, 2023 | | | | | Balance, December 31, 2022 | $(55,253) | $8,191 | $(47,062) | | Adjustment to opening balance(2) | 39 | (12) | 27 | | Adjusted balance, beginning of period | $(55,214) | $8,179 | $(47,035) | | Change in net unrealized gains (losses) on debt securities | 1,095 | (302) | 793 | | DVA | (875) | 230 | (645) | | Cash flow hedges | 1,670 | (407) | 1,263 | | Benefit plans | 68 | 4 | 72 | | CTA | (728) | 96 | (632) | | Excluded component of fair value hedges | (14) | (1) | (15) | | Long-duration insurance contracts | 31 | (9) | 22 | | Change | $1,247 | $(389) | $858 | | Balance, September 30, 2023 | $(53,967) | $7,790 | $(46,177) | (1) Income tax effects of these items are released from AOCI contemporaneously with the related gross pretax amount. (2) See Note 1 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. The Company recognized pretax (gains) losses related to amounts in AOCI reclassified to the Consolidated Statement of Income as follows: | In millions of dollars | Increase (decrease) in AOCI due to amounts reclassified to Consolidated Statement of Income / Three Months Ended September 30, 2024 | Increase (decrease) in AOCI due to amounts reclassified to Consolidated Statement of Income / Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Realized (gains) losses on sales of investments | $(72) | $(30) | $(210) | $(151) | | Gross impairment losses | 13 | 43 | 36 | 137 | | Subtotal, pretax | $(59) | $13 | $(174) | $(14) | | Tax effect | 13 | (6) | 38 | (5) | | Net realized (gains) losses on investments, after-tax(1) | $(46) | $7 | $(136) | $(19) | | Realized DVA (gains) losses on fair value option liabilities, pretax | $7 | $12 | $23 | $8 | | Tax effect | (2) | (3) | (6) | (3) | | Net realized DVA, after-tax | $5 | $9 | $17 | $5 | | Interest rate contracts | $212 | $480 | $814 | $1,444 | | Foreign exchange contracts | 1 | 1 | 3 | 3 | | Subtotal, pretax | $213 | $481 | $817 | $1,447 | | Tax effect | (52) | (116) | (198) | (350) | | Amortization of cash flow hedges, after-tax(2) | $161 | $365 | $619 | $1,097 | | Amortization of unrecognized: | | | | | | Prior service cost (benefit) | $(4) | $(6) | $(14) | $(17) | | Net actuarial loss | 62 | 52 | 196 | 152 | | Curtailment/settlement impact(3) | 4 | 5 | 6 | 1 | | Subtotal, pretax | $62 | $51 | $188 | $136 | | Tax effect | (14) | (13) | (47) | (36) | | Amortization of benefit plans, after-tax(3) | $48 | $38 | $141 | $100 | | Excluded component of fair value hedges, pretax | $(2) | $(12) | $(16) | $(31) | | Tax effect | 1 | 3 | 4 | 8 | | Excluded component of fair value hedges, after-tax | $(1) | $(9) | $(12) | $(23) | | Long-duration contracts, pretax | — | — | $(1) | — | | Tax effect | — | — | — | — | | Long-duration contracts, after-tax | — | — | $(1) | — | | CTA, pretax | — | — | — | — | | Tax effect | — | — | — | — | | CTA, after-tax | — | — | — | — | | Total amounts reclassified out of AOCI, pretax | $221 | $545 | $837 | $1,546 | | Total tax effect | (54) | (135) | (209) | (386) | | Total amounts reclassified out of AOCI, after-tax | $167 | $410 | $628 | $1,160 | (1) The pretax amount is reclassified to Realized gains (losses) on sales of investments, net and Gross impairment losses in the Consolidated Statement of Income. See Note 13. (2) See Note 22. (3) See Note 8. 20. PREFERRED STOCK The following table summarizes the Company’s preferred stock outstanding: | Line item | Issuance date | Redeemable by issuer beginning | Dividend rate as of September 30, 2024 | Redemptionprice per depositary share/preference share | Numberof depositaryshares | Carrying value (in millions of dollars) / September 30,2024 | Carrying value (in millions of dollars) / December 31,2023 | | --- | --- | --- | --- | --- | --- | --- | --- | | Series D(1) | April 30, 2013 | May 15, 2023 | N/A | $1,000 | 1,250,000 | — | $1,250 | | Series J(2) | September 19, 2013 | September 30, 2023 | N/A | 25 | 22,000,000 | — | 550 | | Series M(3) | April 30, 2014 | May 15, 2024 | N/A | 1,000 | 1,750,000 | — | 1,750 | | Series P(4) | April 24, 2015 | May 15, 2025 | 5.950% | 1,000 | 2,000,000 | 2,000 | 2,000 | | Series T(5) | April 25, 2016 | August 15, 2026 | 6.250 | 1,000 | 1,500,000 | 1,500 | 1,500 | | Series U(6) | September 12, 2019 | September 12, 2024 | N/A | 1,000 | 1,500,000 | — | 1,500 | | Series V(7) | January 23, 2020 | January 30, 2025 | 4.700 | 1,000 | 1,500,000 | 1,500 | 1,500 | | Series W(8) | December 10, 2020 | December 10, 2025 | 4.000 | 1,000 | 1,500,000 | 1,500 | 1,500 | | Series X(9) | February 18, 2021 | February 18, 2026 | 3.875 | 1,000 | 2,300,000 | 2,300 | 2,300 | | Series Y(10) | October 27, 2021 | November 15, 2026 | 4.150 | 1,000 | 1,000,000 | 1,000 | 1,000 | | Series Z(11) | March 7, 2023 | May 15, 2028 | 7.375 | 1,000 | 1,250,000 | 1,250 | 1,250 | | Series AA(12) | September 21, 2023 | November 15, 2028 | 7.625 | 1,000 | 1,500,000 | 1,500 | 1,500 | | Series BB(13) | March 6, 2024 | May 15, 2029 | 7.200 | 1,000 | 550,000 | 550 | — | | Series CC(14) | May 29, 2024 | August 15, 2029 | 7.125 | 1,000 | 1,750,000 | 1,750 | — | | Series DD(15) | July 30, 2024 | August 15, 2034 | 7.000 | 1,000 | 1,500,000 | 1,500 | — | | | | | | | | $16,350 | $17,600 | (1) Citi redeemed Series D in its entirety on May 15, 2024. (2) Citi redeemed the remaining Series J in its entirety on March 29, 2024. (3) Citi redeemed Series M in its entirety on August 15, 2024. (4) Issued as depositary shares, each representing a 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semiannually on May 15 and November 15 at a fixed rate until, but excluding, May 15, 2025, and thereafter payable quarterly on February 15, May 15, August 15 and November 15 at a floating rate, in each case when, as and if declared by the Citi Board of Directors. (5) Issued as depositary shares, each representing a 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semiannually on February 15 and August 15 at a fixed rate until, but excluding, August 15, 2026, thereafter payable quarterly on February 15, May 15, August 15 and November 15 at a floating rate, in each case when, as and if declared by the Citi Board of Directors. (6) Citi redeemed Series U in its entirety on September 12, 2024. (7) Issued as depositary shares, each representing a 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable semiannually on January 30 and July 30 at a fixed rate until, but excluding, January 30, 2025, thereafter payable quarterly on January 30, April 30, July 30 and October 30 at a floating rate, in each case when, as and if declared by the Citi Board of Directors. (8) Issued as depositary shares, each representing a 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable quarterly on March 10, June 10, September 10 and December 10 at a fixed rate until, but excluding, December 10, 2025, thereafter payable quarterly on the same dates at a fixed rate that resets on the Series W reset date and every five years thereafter equal to the five-year treasury rate plus 3.597%, in each case when, as and if declared by the Citi Board of Directors. (9) Issued as depositary shares, each representing a 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable quarterly on February 18, May 18, August 18 and November 18 at a fixed rate until, but excluding, February 18, 2026, thereafter payable quarterly on the same dates at a fixed rate that resets on the Series X reset date and every five years thereafter equal to the five-year treasury rate plus 3.417%, in each case when, as and if declared by the Citi Board of Directors. (10) Issued as depositary shares, each representing a 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable quarterly on February 15, May 15, August 15 and November 15 at a fixed rate until, but excluding, November 15, 2026, thereafter payable quarterly on the same dates at a fixed rate that resets on the Series Y reset date and every five years thereafter equal to the five-year treasury rate plus 3.000%, in each case when, as and if declared by the Citi Board of Directors. (11) Issued as depositary shares, each representing a 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable quarterly on February 15, May 15, August 15 and November 15 at a fixed rate until, but excluding, May 15, 2028, thereafter payable quarterly on the same dates at a fixed rate that resets on the Series Z reset date and every five years thereafter equal to the five-year treasury rate plus 3.209%, in each case when, as and if declared by the Citi Board of Directors. (12) Issued as depositary shares, each representing a 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable quarterly on February 15, May 15, August 15 and November 15 at a fixed rate until, but excluding, November 15, 2028, thereafter payable quarterly on the same dates at a fixed rate that resets on the Series AA reset date and every five years thereafter equal to the five-year treasury rate plus 3.211%, in each case when, as and if declared by the Citi Board of Directors. (13) Issued as depositary shares, each representing a 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable quarterly on February 15, May 15, August 15 and November 15 at a fixed rate until, but excluding, May 15, 2029, thereafter payable quarterly on the same dates at a fixed rate that resets on the Series BB reset date and every five years thereafter equal to the five-year treasury rate plus 2.905%, in each case when, as and if declared by the Citi Board of Directors. (14) Issued as depositary shares, each representing a 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable quarterly on February 15, May 15, August 15 and November 15 at a fixed rate until, but excluding, August 15, 2029, thereafter payable quarterly on the same dates at a fixed rate that resets on the Series CC reset date and every five years thereafter equal to the five-year treasury rate plus 2.693%, in each case when, as and if declared by the Citi Board of Directors. (15) Issued as depositary shares, each representing a 1/25th interest in a share of the corresponding series of non-cumulative perpetual preferred stock. Dividends are payable quarterly on February 15, May 15, August 15 and November 15 at a fixed rate until, but excluding, August 15, 2034, thereafter payable quarterly on the same dates at a fixed rate that resets on the Series DD reset date and every ten years thereafter equal to the ten-year treasury rate plus 2.757%, in each case when, as and if declared by the Citi Board of Directors. N/A Not applicable, as the series has been redeemed. 21. SECURITIZATIONS AND VARIABLE INTEREST ENTITIES For additional information regarding Citi’s use of special purpose entities (SPEs) and variable interest entities (VIEs), see Note 23 to the Consolidated Financial Statements in Citi’s 2023 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 September 30, 2024_ | In millions of dollars | Totalinvolvementwith SPEassets | Consolidated VIE/SPE assets | Significantunconsolidated VIE assets(3) | Maximum exposure to loss in significant unconsolidated VIEs(1) / Funded exposures(2) / Debtinvestments | Maximum exposure to loss in significant unconsolidated VIEs(1) / Funded exposures(2) / Equityinvestments | Maximum exposure to loss in significant unconsolidated VIEs(1) / Unfunded exposures / Fundingcommitments | Maximum exposure to loss in significant unconsolidated VIEs(1) / Unfunded exposures / Guaranteesandderivatives | Maximum exposure to loss in significant unconsolidated VIEs(1) / Total | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Credit card securitizations | $29,148 | $29,148 | — | — | — | — | — | — | | Mortgage securitizations(4) | | | | | | | | | | U.S. agency-sponsored | 121,689 | — | 121,689 | 2,971 | — | — | 126 | 3,097 | | Non-agency-sponsored | 66,343 | — | 66,343 | 3,491 | — | 229 | — | 3,720 | | Citi-administered asset-backed commercial paper conduits | 20,631 | 20,319 | 312 | — | — | 38 | — | 38 | | Collateralized loan obligations (CLOs) | 3,064 | — | 3,064 | 1,157 | — | — | — | 1,157 | | Asset-based financing(5) | 216,190 | 6,956 | 209,234 | 48,406 | 783 | 13,642 | — | 62,831 | | Municipal securities tender option bond trusts (TOBs) | 989 | 989 | — | — | — | — | — | — | | Municipal investments | 20,374 | 3 | 20,371 | 2,377 | 2,682 | 2,465 | — | 7,524 | | Client intermediation | 392 | 82 | 310 | 20 | — | — | 54 | 74 | | Investment funds | 726 | 65 | 661 | 4 | 15 | 102 | — | 121 | | Total | $479,546 | $57,562 | $421,984 | $58,426 | $3,480 | $16,476 | $180 | $78,562 | _As of December 31, 2023_ | In millions of dollars | Totalinvolvementwith SPEassets | Consolidated VIE/SPE assets | Significantunconsolidated VIE assets(3) | Maximum exposure to loss in significant unconsolidated VIEs(1) / Funded exposures(2) / Debtinvestments | Maximum exposure to loss in significant unconsolidated VIEs(1) / Funded exposures(2) / Equityinvestments | Maximum exposure to loss in significant unconsolidated VIEs(1) / Unfunded exposures / Fundingcommitments | Maximum exposure to loss in significant unconsolidated VIEs(1) / Unfunded exposures / Guaranteesandderivatives | Maximum exposure to loss in significant unconsolidated VIEs(1) / Total | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Credit card securitizations | $31,852 | $31,852 | — | — | — | — | — | — | | Mortgage securitizations(4) | | | | | | | | | | U.S. agency-sponsored | 123,787 | — | 123,787 | 2,332 | — | — | 136 | 2,468 | | Non-agency-sponsored | 64,963 | — | 64,963 | 3,751 | — | 129 | — | 3,880 | | Citi-administered asset-backed commercial paper conduits | 21,097 | 21,097 | — | — | — | — | — | — | | Collateralized loan obligations (CLOs) | 5,562 | — | 5,562 | 2,344 | — | — | — | 2,344 | | Asset-based financing(5) | 204,680 | 12,197 | 192,483 | 48,187 | 902 | 13,655 | — | 62,744 | | Municipal securities tender option bond trusts (TOBs) | 1,493 | 883 | 610 | 12 | — | 417 | — | 429 | | Municipal investments | 21,317 | 3 | 21,314 | 2,243 | 2,779 | 2,587 | — | 7,609 | | Client intermediation | 368 | 86 | 282 | 37 | — | — | — | 37 | | Investment funds | 545 | 70 | 475 | 3 | 10 | 95 | — | 108 | | Total | $475,664 | $66,188 | $409,476 | $58,909 | $3,691 | $16,883 | $136 | $79,619 | (1) The definition of maximum exposure to loss is included in the text that follows this table. (2) Included on Citigroup’s September 30, 2024 and December 31, 2023 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. (5) Included within this line are loans to third-party-sponsored private equity funds, which represent $7 billion and $6 billion in unconsolidated VIE assets and $245 million and $282 million in maximum exposure to loss as of September 30, 2024 and December 31, 2023, respectively. The previous tables do not include: - 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 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. As of September 30, 2024 and December 31, 2023, the Company’s maximum exposure to loss related to these transactions was $7.3 billion and $8.5 billion, respectively (see Note 14 and Note 28 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K); - 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 (see Notes 13 and 22 for more information on these positions); - 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 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 classification of the asset (e.g., loan or security) and the associated accounting model ascribed to that classification. 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. The following tables present certain assets and liabilities of consolidated variable interest entities (VIEs), which are included on Citi’s Consolidated Balance Sheet. The assets include those assets that can only be used to settle obligations of consolidated VIEs and are in excess of those obligations. In addition, the assets include third-party assets of consolidated VIEs only and exclude intercompany balances that eliminate in consolidation. The liabilities 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. | In millions of dollars | December 31, 2023 | | --- | --- | | Assets of consolidated VIEs to be used to settle obligations of consolidated VIEs | | | Cash and due from banks | $$44 | | Trading account assets | 11,350 | | Investments | 767 | | Loans, net of unearned income | | | Consumer | 35,141 | | Corporate | 21,207 | | Loans, net of unearned income | $$56,348 | | Allowance for credit losses on loans (ACLL) | (2,481) | | Total loans, net | $$53,867 | | Other assets | 160 | | Total assets of consolidated VIEs to be used to settle obligations of consolidated VIEs | $$66,188 | | In millions of dollars | December 31, 2023 | | --- | --- | | Liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup | | | Short-term borrowings | $$9,692 | | Long-term debt | 8,443 | | Other liabilities | 927 | | Total liabilities of consolidated VIEs for which creditors or beneficial interest holders do not have recourse to the general credit of Citigroup | $$19,062 | 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: | In millions of dollars | September 30, 2024 / Liquidityfacilities | September 30, 2024 / Loan/equitycommitments | December 31, 2023 / Liquidityfacilities | December 31, 2023 / Loan/equitycommitments | | --- | --- | --- | --- | --- | | Non-agency-sponsored mortgage securitizations | — | $229 | — | $129 | | Citi-administered asset-backed commercial paper conduits | — | 38 | — | — | | Asset-based financing | — | 13,642 | — | 13,655 | | Municipal securities tender option bond trusts (TOBs) | — | — | 417 | — | | Municipal investments | — | 2,465 | — | 2,587 | | Investment funds | — | 102 | — | 95 | | Other | — | — | — | — | | Total funding commitments | — | $16,476 | $417 | $16,466 | 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 / Cash | September 30, 2024 / $ | September 30, 2024 / — | December 31, 2023 / $ | December 31, 2023 / — | | --- | --- | --- | --- | --- | | Trading account assets | 3.7 | | 1.9 | | | Investments | 5.0 | | 8.3 | | | Total loans, net of allowance | 52.7 | | 51.8 | | | Other | 0.6 | | 0.6 | | | Total assets | $ | $62.0 | $ | $62.6 | Credit Card Securitizations The Company’s primary credit card securitization activity is through two trusts—Citibank Credit Card Master Trust and Citibank Omni Trust. These trusts are consolidated entities given Citi’s continuing involvement. For additional information, see Note 23 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. There were no material cash flows arising from either proceeds from new securitizations or paydowns of maturing notes during the nine months ended September 30, 2024 and 2023. Mortgage Securitizations The following tables summarize selected cash flow information and retained interests related to Citigroup mortgage securitizations: | In billions of dollars | Three Months Ended September 30, 2024 / U.S. agency- sponsored mortgages | Three Months Ended September 30, 2024 / Non-agency- sponsored mortgages | Three Months Ended September 30, 2023 / U.S. agency- sponsored mortgages | Three Months Ended September 30, 2023 / Non-agency- sponsored mortgages | | --- | --- | --- | --- | --- | | Principal securitized | $2.9 | $2.7 | $1.7 | $0.6 | | Proceeds from new securitizations | 3.0 | 2.7 | 1.7 | 0.5 | | Contractual servicing fees received | — | — | — | — | | Cash flows received on retained interests and other net cash flows | — | — | — | 0.1 | | Purchases of previously transferred financial assets | — | — | — | — | | | Nine Months Ended September 30, | | | | | | 2024 | | 2023 | | | In billions of dollars | U.S. agency- sponsored mortgages | Non-agency- sponsored mortgages | U.S. agency- sponsored mortgages | Non-agency- sponsored mortgages | | Principal securitized | $5.8 | $6.8 | $4.1 | $2.9 | | Proceeds from new securitizations | 6.0 | 6.4 | 4.1 | 2.6 | | Contractual servicing fees received | 0.1 | — | 0.1 | — | | Cash flows received on retained interests and other net cash flows | — | 0.1 | — | 0.1 | | Purchases of previously transferred financial assets | 0.1 | — | — | — | Note: Excludes re-securitization transactions. Gains recognized on the securitization of U.S. agency-sponsored mortgages were less than $1 million for the three and nine months ended September 30, 2024. Gains recognized on the securitization of non-agency-sponsored mortgages were $44.8 million and $126.8 million for the three and nine months ended September 30, 2024, respectively. Gains recognized on the securitization of U.S. agency-sponsored mortgages were less than $1 million for the three and nine months ended September 30, 2023. Gains recognized on the securitization of non-agency-sponsored mortgages were $50.4 million and $64.1 million for the three and nine months ended September 30, 2023, respectively. | In millions of dollars | September 30, 2024 / U.S. agency- sponsored mortgages | September 30, 2024 / Non-agency-sponsored mortgages(1) / Senior interests | September 30, 2024 / Non-agency-sponsored mortgages(1) / Subordinated interests | December 31, 2023 / U.S. agency- sponsored mortgages | December 31, 2023 / Non-agency-sponsored mortgages(1) / Senior interests | December 31, 2023 / Non-agency-sponsored mortgages(1) / Subordinated interests | | --- | --- | --- | --- | --- | --- | --- | | Carrying value of retained interests(2) | $696 | $925 | $1,030 | $689 | $943 | $963 | (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 23 for more information about fair value measurements. The following table includes information about loan delinquencies and liquidation losses for assets held in non-consolidated, non-agency-sponsored securitization entities: | Line item | | | | | | | | | Liquidation (gains) losses | Liquidation (gains) losses | Liquidation (gains) losses | Liquidation (gains) losses | Liquidation (gains) losses | Liquidation (gains) losses | Liquidation (gains) losses | Liquidation (gains) losses | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | | Securitized assets | | | | 90 days past due | | | | Three Months Ended September 30, | | | | Nine Months Ended September 30, | | | | | In billions of dollars, except liquidation losses in millions | Sept. 30, 2024 | | Dec. 31, 2023 | | Sept. 30, 2024 | | Dec. 31, 2023 | | 2024 | | 2023 | | 2024 | | 2023 | | | Securitized assets | | | | | | | | | | | | | | | | | | Residential mortgages(1) | $ | $30.4 | $ | $28.2 | $ | $0.3 | $ | $0.5 | $ | $(0.7) | $ | $(0.2) | $ | $0.5 | $ | $4.4 | | Commercial and other | 30.5 | | 29.9 | | — | | — | | — | | — | | — | | — | | | Total | $ | $60.9 | $ | $58.1 | $ | $0.3 | $ | $0.5 | $ | $(0.7) | $ | $(0.2) | $ | $0.5 | $ | $4.4 | (1) Securitized assets include $0.1 billion of personal loan securitizations as of September 30, 2024. Mortgage Servicing Rights (MSRs) The fair value of Citi’s capitalized MSRs was $683 million and $729 million at September 30, 2024 and 2023, respectively. The MSRs correspond to principal loan balances of $55 billion and $52 billion as of September 30, 2024 and 2023, respectively. The following table summarizes the changes in capitalized MSRs: | In millions of dollars | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Balance, beginning of period | $709 | $681 | $691 | $665 | | Originations | 32 | 23 | 68 | 54 | | Changes in fair value of MSRs due to changes in inputs and assumptions | (40) | 42 | (23) | 61 | | Other changes(1) | (18) | (17) | (53) | (51) | | Balance, as of September 30 | $683 | $729 | $683 | $729 | (1) Represents changes due to customer payments. The fair value of the MSRs is primarily affected by changes in prepayments of mortgages that result from shifts in mortgage interest rates. Specifically, higher interest rates tend to lead to declining prepayments, which causes the fair value of the MSRs to increase. In managing this risk, Citigroup economically hedges a significant portion of the value of its MSRs through the use of interest rate derivative contracts, forward purchase and sale commitments of mortgage-backed securities and purchased securities, all classified as Trading account assets. The Company receives fees during the course of servicing previously securitized mortgages. The amounts of these fees were as follows: | In millions of dollars | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Servicing fees | $30 | $32 | $95 | $97 | | Late fees | — | 1 | 1 | 3 | | Total MSR fees | $30 | $33 | $96 | $100 | 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 September 30, 2024 and 2023. These securities are backed by either residential or commercial mortgages and are often structured on behalf of clients. As of September 30, 2024 and December 31, 2023, 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 and nine months ended September 30, 2024, Citi transferred agency securities with a fair value of approximately $6.3 billion and $17.0 billion to re-securitization entities, compared to approximately $4.3 billion and $12.8 billion for the three and nine months ended September 30, 2023, respectively. As of September 30, 2024, the fair value of Citi-retained interests in agency re-securitization transactions structured by Citi totaled approximately $2.3 billion (including $1.5 billion related to re-securitization transactions executed in 2024), compared to $1.7 billion as of December 31, 2023 (including $930 million related to re-securitization transactions executed in 2023), 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 September 30, 2024 and December 31, 2023 were approximately $79.0 billion and $84.1 billion, respectively. As of September 30, 2024 and December 31, 2023, the Company did not consolidate any private label or agency re-securitization entities. Citi-Administered Asset-Backed Commercial Paper Conduits At September 30, 2024 and December 31, 2023, the commercial paper conduits administered by Citi had approximately $20.3 billion and $21.1 billion of purchased assets outstanding, and unfunded commitments with clients of approximately $18.7 billion and $16.7 billion, respectively. Substantially all of the funding of the conduits is in the form of short-term commercial paper. At September 30, 2024 and December 31, 2023, the weighted-average remaining maturities of the commercial paper issued by the conduits were approximately 63 and 68 days, respectively. Each asset purchased by the conduit is structured with transaction-specific credit enhancements, including over-collateralization, cash and excess spread collateral accounts, direct recourse or third-party guarantees. Each credit enhancement is sized with the objective of approximating an investment-grade credit rating, based on Citi’s internal risk ratings. In addition to the transaction-specific credit enhancement, the conduits have obtained letters of credit from the Company that equal at least 8% to 10% of the conduit’s assets with a minimum of $200 million to $350 million. The letters of credit provided by the Company to the conduits total approximately $2.1 billion and $2.1 billion as of September 30, 2024 and December 31, 2023, 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 enhancement described above, any losses in each conduit are allocated first to the Company and then to the commercial paper investors. At September 30, 2024 and December 31, 2023, the Company owned $9.2 billion and $10.1 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. Municipal Securities Tender Option Bond (TOB) Trusts At September 30, 2024 and December 31, 2023, none of the municipal bonds owned by non-customer TOB trusts were subject to a credit guarantee provided by the Company. The Company 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 $0.6 billion and $1.2 billion as of September 30, 2024 and December 31, 2023, respectively. These liquidity agreements and letters of credit are offset by reimbursement agreements with various term-out provisions. 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 presented 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. | In millions of dollars | September 30, 2024 / Total unconsolidated VIE assets | September 30, 2024 / Maximum exposure to unconsolidated VIEs | December 31, 2023 / Total unconsolidated VIE assets | December 31, 2023 / Maximum exposure to unconsolidated VIEs | | --- | --- | --- | --- | --- | | Type | | | | | | Commercial and other real estate | $45,771 | $9,396 | $42,869 | $8,831 | | Corporate loans | 40,371 | 19,863 | 27,903 | 18,546 | | Other (including investment funds, airlines and shipping) | 123,092 | 33,572 | 121,711 | 35,367 | | Total | $209,234 | $62,831 | $192,483 | $62,744 | 22. 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 24 to the Consolidated Financial Statements in Citi’s 2023 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 presented below 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. Derivative Notionals | In millions of dollars | Hedging instruments under ASC 815 / September 30,2024 | Hedging instruments under ASC 815 / December 31,2023 | Trading derivative instruments / September 30,2024 | Trading derivative instruments / December 31,2023 | | --- | --- | --- | --- | --- | | Interest rate contracts | | | | | | Swaps | $288,367 | $277,003 | $18,656,456 | $17,077,712 | | Futures and forwards | — | — | 3,471,800 | 3,022,127 | | Written options | — | — | 2,903,068 | 2,753,912 | | Purchased options | — | — | 2,639,344 | 2,687,662 | | Total interest rate contracts | $288,367 | $277,003 | $27,670,668 | $25,541,413 | | Foreign exchange contracts | | | | | | Swaps | $38,142 | $45,851 | $8,609,176 | $7,943,054 | | Futures, forwards and spot | 50,341 | 49,779 | 5,203,348 | 3,737,063 | | Written options | — | — | 1,168,997 | 778,397 | | Purchased options | — | — | 1,162,814 | 771,134 | | Total foreign exchange contracts | $88,483 | $95,630 | $16,144,335 | $13,229,648 | | Equity contracts | | | | | | Swaps | — | — | $334,497 | $317,117 | | Futures and forwards | — | — | 74,762 | 72,592 | | Written options | — | — | 608,335 | 544,315 | | Purchased options | — | — | 470,621 | 428,949 | | Total equity contracts | — | — | $1,488,215 | $1,362,973 | | Commodity and other contracts | | | | | | Swaps | — | — | $79,070 | $82,009 | | Futures and forwards | 3,427 | 1,750 | 178,223 | 161,811 | | Written options | — | — | 66,528 | 49,555 | | Purchased options | — | — | 70,612 | 46,742 | | Total commodity and other contracts | $3,427 | $1,750 | $394,433 | $340,117 | | Credit derivatives(1) | | | | | | Protection sold | — | — | $514,599 | $496,699 | | Protection purchased | — | — | 600,021 | 567,627 | | Total credit derivatives | — | — | $1,114,620 | $1,064,326 | | Total derivative notionals | $380,277 | $374,383 | $46,812,271 | $41,538,477 | (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, and as a market-maker to facilitate client transactions. The following tables present the gross and net fair values of the Company’s derivative transactions and the related offsetting amounts as of September 30, 2024 and December 31, 2023. 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. The tables also present amounts that are not permitted to be offset in the Company’s balance sheet presentation, 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. Derivative Mark-to-Market (MTM) Receivables/Payables | In millions of dollars at September 30, 2024 | Derivatives classified in Trading account assets/liabilities(1)(2) / Assets | Derivatives classified in Trading account assets/liabilities(1)(2) / Liabilities | | --- | --- | --- | | Derivatives instruments designated as ASC 815 hedges | | | | Over-the-counter | $183 | $571 | | Cleared | 56 | 158 | | Interest rate contracts | $239 | $729 | | Over-the-counter | $1,733 | $1,477 | | Cleared | — | — | | Foreign exchange contracts | $1,733 | $1,477 | | Total derivatives instruments designated as ASC 815 hedges | $1,972 | $2,206 | | Derivatives instruments not designated as ASC 815 hedges | | | | Over-the-counter | $100,207 | $91,252 | | Cleared | 43,120 | 42,974 | | Exchange traded | 104 | 50 | | Interest rate contracts | $143,431 | $134,276 | | Over-the-counter | $156,115 | $152,524 | | Cleared | 1,144 | 1,103 | | Exchange traded | 4 | — | | Foreign exchange contracts | $157,263 | $153,627 | | Over-the-counter | $22,551 | $34,739 | | Cleared | — | — | | Exchange traded | 40,185 | 39,808 | | Equity contracts | $62,736 | $74,547 | | Over-the-counter | $12,960 | $15,407 | | Exchange traded | 894 | 887 | | Commodity and other contracts | $13,854 | $16,294 | | Over-the-counter | $6,001 | $6,341 | | Cleared | 2,021 | 1,873 | | Credit derivatives | $8,022 | $8,214 | | Total derivatives instruments not designated as ASC 815 hedges | $385,306 | $386,958 | | Total derivatives | $387,278 | $389,164 | | Less: Netting agreements(3) | $(316,493) | $(316,493) | | Less: Netting cash collateral received/paid(4) | (19,843) | (25,082) | | Net receivables/payables included on the Consolidated Balance Sheet(5) | $50,942 | $47,589 | | Additional amounts subject to an enforceable master netting agreement, but not offset on the Consolidated Balance Sheet | | | | Less: Cash collateral received/paid | $(308) | $(28) | | Less: Non-cash collateral received/paid | (5,655) | (3,464) | | Total net receivables/payables(5) | $44,979 | $44,097 | (1) The derivatives fair values are also presented in Note 23. (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) Represents the netting of balances with the same counterparty under enforceable netting agreements. Approximately $234 billion, $44 billion and $38 billion of the netting against trading account asset/liability balances is attributable to each of the OTC, cleared and exchange-traded derivatives, respectively. (4) Represents the netting of cash collateral paid and received by counterparties under enforceable credit support agreements with appropriate legal opinion supporting enforceability of netting. Substantially all netting of cash collateral received and paid is against OTC derivative assets and liabilities, respectively. (5) The net receivables/payables include approximately $11 billion of derivative asset and $16 billion of derivative liability fair values not subject to enforceable master netting agreements, respectively. | In millions of dollars at December 31, 2023 | Derivatives classified in Trading account assets/liabilities(1)(2) / Assets | Derivatives classified in Trading account assets/liabilities(1)(2) / Liabilities | | --- | --- | --- | | Derivatives instruments designated as ASC 815 hedges | | | | Over-the-counter | $458 | $5 | | Cleared | 99 | 121 | | Interest rate contracts | $557 | $126 | | Over-the-counter | $1,690 | $1,732 | | Cleared | — | — | | Foreign exchange contracts | $1,690 | $1,732 | | Total derivatives instruments designated as ASC 815 hedges | $2,247 | $1,858 | | Derivatives instruments not designated as ASC 815 hedges | | | | Over-the-counter | $113,993 | $105,512 | | Cleared | 43,858 | 47,462 | | Exchange traded | 86 | 86 | | Interest rate contracts | $157,937 | $153,060 | | Over-the-counter | $157,633 | $155,027 | | Cleared | 368 | 420 | | Exchange traded | 3 | 22 | | Foreign exchange contracts | $158,004 | $155,469 | | Over-the-counter | $19,515 | $25,425 | | Cleared | — | — | | Exchange traded | 23,763 | 22,521 | | Equity contracts | $43,278 | $47,946 | | Over-the-counter | $16,921 | $18,086 | | Exchange traded | 648 | 710 | | Commodity and other contracts | $17,569 | $18,796 | | Over-the-counter | $6,094 | $6,293 | | Cleared | 2,245 | 1,789 | | Credit derivatives | $8,339 | $8,082 | | Total derivatives instruments not designated as ASC 815 hedges | $385,127 | $383,353 | | Total derivatives | $387,374 | $385,211 | | Less: Netting agreements(3) | $(308,431) | $(308,431) | | Less: Netting cash collateral received/paid(4) | (21,226) | (26,101) | | Net receivables/payables included on the Consolidated Balance Sheet(5) | $57,717 | $50,679 | | Additional amounts subject to an enforceable master netting agreement, but not offset on the Consolidated Balance Sheet | | | | Less: Cash collateral received/paid | $(563) | $(348) | | Less: Non-cash collateral received/paid | (5,208) | (12,504) | | Total net receivables/payables(5) | $51,946 | $37,827 | (1) The derivatives fair values are also presented in Note 23. (2) 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) Represents the netting of balances with the same counterparty under enforceable netting agreements. Approximately $242 billion, $44 billion and $22 billion of the netting against trading account asset/liability balances is attributable to each of the OTC, cleared and exchange-traded derivatives, respectively. (4) Represents the netting of cash collateral paid and received by counterparties under enforceable credit support agreements with appropriate legal opinion supporting enforceability of netting. Substantially all netting of cash collateral received and paid is against OTC derivative assets and liabilities, respectively. (5) The net receivables/payables include approximately $4 billion of derivative asset and $10 billion of derivative liability fair values not subject to enforceable master netting agreements, respectively. For the three and nine months ended September 30, 2024 and 2023, 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 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 presented below. The table below does not include any offsetting gains (losses) on the economically hedged items: | In millions of dollars | Gains (losses) included in Other revenue / Three Months Ended September 30, 2024 | Gains (losses) included in Other revenue / Three Months Ended September 30, 2023 | Gains (losses) included in Other revenue / Nine Months Ended September 30, 2024 | Gains (losses) included in Other revenue / Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Interest rate contracts | $(23) | $(16) | $(67) | $(47) | | Foreign exchange | (60) | (46) | (182) | (113) | | Total | $(83) | $(62) | $(249) | $(160) | Fair Value Hedges For additional information regarding Citi’s fair value hedges, see Note 24 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. The following table summarizes the gains (losses) on the Company’s fair value hedges: | In millions of dollars | Gains (losses) on fair value hedges(1) / Three Months Ended September 30, 2024 / Other revenue | Gains (losses) on fair value hedges(1) / Three Months Ended September 30, 2024 / Net interest income | Gains (losses) on fair value hedges(1) / Three Months Ended September 30, 2023 / Other revenue | Gains (losses) on fair value hedges(1) / Three Months Ended September 30, 2023 / Net interest income | Gains (losses) on fair value hedges(1) / Nine Months Ended September 30, 2024 / Other revenue | Gains (losses) on fair value hedges(1) / Nine Months Ended September 30, 2024 / Net interest income | Gains (losses) on fair value hedges(1) / Nine Months Ended September 30, 2023 / Other revenue | Gains (losses) on fair value hedges(1) / Nine Months Ended September 30, 2023 / Net interest income | | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Gain (loss) on the hedging derivatives included in assessment of the effectiveness of fair value hedges | | | | | | | | | | Interest rate hedges | — | $(128) | — | $19 | — | $(1,168) | — | $(473) | | Foreign exchange hedges | 350 | — | (577) | — | 424 | — | 709 | — | | Commodity hedges(2) | 9 | — | 289 | — | 1,240 | — | (36) | — | | Total gain (loss) on the hedging derivatives included in assessment of the effectiveness of fair value hedges | $359 | $(128) | $(288) | $19 | $1,664 | $(1,168) | $673 | $(473) | | Gain (loss) on the hedged item in designated and qualifying fair value hedges | | | | | | | | | | Interest rate hedges | — | $110 | — | $(21) | — | $1,178 | — | $460 | | Foreign exchange hedges | (350) | — | 577 | — | (424) | — | (709) | — | | Commodity hedges(2) | (9) | — | (289) | — | (1,240) | — | 36 | — | | Total gain (loss) on the hedged item in designated and qualifying fair value hedges | $(359) | $110 | $288 | $(21) | $(1,664) | $1,178 | $(673) | $460 | | Net gain (loss) on the hedging derivatives excluded from assessment of the effectiveness of fair value hedges | | | | | | | | | | Interest rate hedges | — | — | — | — | — | — | — | — | | Foreign exchange hedges(3) | 51 | — | 9 | — | 54 | — | 33 | — | | Commodity hedges(2)(4) | 102 | — | 100 | — | 269 | — | 201 | — | | Total net gain (loss) on the hedging derivatives excluded from assessment of the effectiveness of fair value hedges | $153 | — | $109 | — | $323 | — | $234 | — | (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 income and is excluded from this table. Amounts included both hedges of AFS securities and long-term debt on a net basis, which largely offset in the current period. (2) The gain (loss) amounts for commodity hedges are included in Principal transactions. (3) Amounts related to the forward points (i.e., the spot-forward difference) that are excluded from the assessment of hedge effectiveness and are generally reflected directly in earnings under the mark-to-market approach. Amounts related to cross-currency basis, which are recognized in AOCI, are not reflected in the table above. The amount of cross-currency basis included in AOCI was $(10) million and $(10) million for the three months ended September 30, 2024 and 2023, respectively. The amount of cross-currency basis included in AOCI was $(12) million and $(14) million for the nine months ended September 30, 2024 and 2023, respectively. (4) Amounts related to the forward points (i.e., the spot-forward difference) that are excluded from the assessment of hedge effectiveness and are generally reflected directly in earnings under the mark-to-market approach or recorded in AOCI under the amortization approach. The quarter ended September 30, 2024 includes gain (loss) of approximately $70 million and $32 million under the mark-to-market approach and amortization approach, respectively. The quarter ended September 30, 2023 includes gain (loss) of approximately $93 million and $7 million under the mark-to-market approach and amortization approach, respectively. Cumulative Basis Adjustment Upon electing to apply ASC 815 fair value hedge accounting, the carrying value of the hedged item is adjusted to reflect the cumulative changes in the hedged risk. This cumulative basis adjustment becomes part of the carrying amount 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 September 30, 2024 and December 31, 2023, along with the cumulative 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 / As of September 30, 2024 | Carrying amount of hedged asset/ liability(1) / As of September 30, 2024 | Cumulative basis adjustment increasing (decreasing) the carrying amount / Active | Cumulative basis adjustment increasing (decreasing) the carrying amount / De-designated | | --- | --- | --- | --- | | Debt securities AFS(2)(6) | $91,697 | $277 | $(68) | | Consumer loans(3) | 55,483 | 670 | — | | Corporate loans(4) | 5,520 | 65 | 62 | | Long-term debt | 151,843 | 237 | (4,254) | | As of December 31, 2023 | | | | | Debt securities AFS(5)(6) | $111,886 | $(925) | $(282) | | Corporate loans(7) | 4,968 | 93 | (3) | | Long-term debt | 141,449 | (908) | (5,160) | (1) Excludes physical commodities inventories with a carrying value of approximately $7 billion and $8 billion as of September 30, 2024 and December 31, 2023, respectively, which includes cumulative basis adjustments of approximately $(0.2) billion and $1.2 billion, respectively, for active hedges. (2) These amounts include a cumulative basis adjustment of $299 million for active hedges and $86 million for de-designated hedges as of September 30, 2024, related to certain prepayable financial assets previously designated as the hedged item in a fair value hedge using the portfolio layer approach. The Company designated approximately $11 billion as the hedged amount (from a closed portfolio of financial assets with a carrying value of $30 billion as of September 30, 2024) in a portfolio layer hedging relationship. (3) All hedged consumer loans are designated in a fair value hedge using the portfolio layer approach. The Company designated approximately $14.9 billion as the hedged amount (from a closed portfolio of financial assets with a carrying value of $55 billion as of September 30, 2024). (4) All hedged corporate loans are designated in a fair value hedge using the portfolio layer approach. The Company designated approximately $3.7 billion as the hedged amount (from a closed portfolio of financial assets with a carrying value of $5.5 billion as of September 30, 2024). (5) These amounts include a cumulative basis adjustment of $248 million for active hedges and $(51) million for de-designated hedges as of December 31, 2023, related to certain prepayable financial assets previously designated as the hedged item in a fair value hedge using the portfolio layer approach. The Company designated approximately $14 billion as the hedged amount (from a closed portfolio of prepayable financial assets with a carrying value of $28 billion as of December 31, 2023) in a portfolio layer hedging relationship. (6) Carrying amount represents the amortized cost. (7) All hedged corporate loans are designated in a fair value hedge using the portfolio layer approach. The Company designated approximately $3.6 billion as the hedged amount (from a closed portfolio of financial assets with a carrying value of $5.0 billion as of December 31, 2023). 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 pretax change in AOCI from cash flow hedges is presented below: | In millions of dollars | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Amount of gain (loss) recognized in AOCI on derivatives | | | | | | Interest rate contracts | $(378) | $467 | $(38) | $208 | | Foreign exchange contracts | (6) | 10 | (7) | 15 | | Total gain (loss) recognized in AOCI | $(384) | $477 | $(45) | $223 | | | Net interest income | Net interest income | Net interest income | Net interest income | | Amount of gain (loss) reclassified from AOCI to earnings(1) | | | | | | Interest rate contracts | $$(212) | $$(480) | $$(814) | $$(1,444) | | Foreign exchange contracts | — | — | — | — | | Total gain (loss) reclassified from AOCI into earnings | $$(212) | $$(480) | $$(814) | $$(1,444) | | Net pretax change in cash flow hedges included within AOCI | $(171) | $958 | $772 | $1,670 | (1) All amounts reclassified into earnings for interest rate contracts are included in Interest income/Interest expense (Net interest income). For all other hedges, the amounts reclassified to earnings are included primarily in Other revenue and Net interest income in the Consolidated Statement of Income. The net gain (loss) associated with cash flow hedges expected to be reclassified from AOCI within 12 months of September 30, 2024 is approximately $(0.5) billion. The maximum length of time over which forecasted cash flows are hedged is 14 years. The after-tax impact of cash flow hedges on AOCI is presented in Note 19. Net Investment Hedges Citigroup uses foreign currency forwards, cross-currency swaps, options and foreign currency-denominated debt instruments to manage the foreign exchange risk associated with Citigroup’s equity investments in several non-U.S.-dollar-functional-currency foreign subsidiaries. Citi records the change in the fair value of these hedging instruments and the translation adjustment for the investments in these foreign subsidiaries in Foreign currency translation adjustment (CTA) within AOCI. The pretax gain (loss) recorded in CTA within AOCI, related to net investment hedges, was $(92) million and $1,158 million for the three and nine months ended September 30, 2024 and $363 million and $(586) million for the three and nine months ended September 30, 2023, respectively. Credit Derivatives The following tables summarize the key characteristics of Citi’s credit derivatives portfolio by reference entity and derivative form: | In millions of dollars at September 30, 2024 | Fair values / Receivable(1) | Fair values / Payable(2) | Notionals / Protectionpurchased | Notionals / Protectionsold | | --- | --- | --- | --- | --- | | By instrument | | | | | | Credit default swaps and options | $7,243 | $7,320 | $557,482 | $505,828 | | Total return swaps and other | 779 | 894 | 42,539 | 8,771 | | Total by instrument | $8,022 | $8,214 | $600,021 | $514,599 | | By rating of reference entity | | | | | | Investment grade | $4,184 | $4,088 | $458,741 | $402,141 | | Non-investment grade | 3,838 | 4,126 | 141,280 | 112,458 | | Total by rating of reference entity | $8,022 | $8,214 | $600,021 | $514,599 | | By maturity | | | | | | Within 1 year | $706 | $1,480 | $164,391 | $139,057 | | From 1 to 5 years | 5,487 | 5,216 | 355,461 | 314,820 | | After 5 years | 1,829 | 1,518 | 80,169 | 60,722 | | Total by maturity | $8,022 | $8,214 | $600,021 | $514,599 | (1) The fair value amount receivable is composed of $2,574 million under protection purchased and $5,448 million under protection sold. (2) The fair value amount payable is composed of $6,365 million under protection purchased and $1,849 million under protection sold. | In millions of dollars at December 31, 2023 | Fair values / Receivable(1) | Fair values / Payable(2) | Notionals / Protectionpurchased | Notionals / Protectionsold | | --- | --- | --- | --- | --- | | By instrument | | | | | | Credit default swaps and options | $7,686 | $7,243 | $539,522 | $491,514 | | Total return swaps and other | 653 | 839 | 28,105 | 5,185 | | Total by instrument | $8,339 | $8,082 | $567,627 | $496,699 | | By rating of reference entity | | | | | | Investment grade | $4,282 | $4,138 | $444,989 | $393,115 | | Non-investment grade | 4,057 | 3,944 | 122,638 | 103,584 | | Total by rating of reference entity | $8,339 | $8,082 | $567,627 | $496,699 | | By maturity | | | | | | Within 1 year | $986 | $1,713 | $155,910 | $128,874 | | From 1 to 5 years | 5,816 | 4,939 | 366,156 | 337,583 | | After 5 years | 1,537 | 1,430 | 45,561 | 30,242 | | Total by maturity | $8,339 | $8,082 | $567,627 | $496,699 | (1) The fair value amount receivable is composed of $2,770 million under protection purchased and $5,569 million under protection sold. (2) The fair value amount payable is composed of $6,097 million under protection purchased and $1,985 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 September 30, 2024 and December 31, 2023 was $14 billion and $15 billion, respectively. The Company posted $12 billion and $12 billion as collateral for this exposure in the normal course of business as of September 30, 2024 and December 31, 2023, 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 September 30, 2024, the Company could be required to post an additional $0.2 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 $16 million upon the single notch downgrade, resulting in aggregate cash obligations and collateral requirements of approximately $0.2 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), the asset amounts derecognized and the gross cash proceeds received as of the date of derecognition were $5.5 billion and $4.3 billion as of September 30, 2024 and December 31, 2023, respectively. At September 30, 2024, the fair value of these previously derecognized assets was $5.3 billion. The fair value of the total return swaps as of September 30, 2024 was $168 million recorded as gross derivative assets and $31 million recorded as gross derivative liabilities. At December 31, 2023, the fair value of these previously derecognized assets was $4.3 billion, and the fair value of the total return swaps was $121 million recorded as gross derivative assets and $29 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. 23. FAIR VALUE MEASUREMENT For additional information regarding fair value measurement at Citi, see Note 26 to the Consolidated Financial Statements in Citi’s 2023 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 value drivers are observable in the market. - Level 3: Valuations derived from valuation techniques in which one or more significant inputs or 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 fair value hierarchy classification approach typically utilizes rules-based and data-driven criteria to determine whether an instrument is classified as Level 1, Level 2 or Level 3: - The determination of whether an instrument is quoted in an active market and therefore considered a Level 1 instrument is based on the frequency of observed transactions and the quality of independent market data available on the measurement date. - A Level 2 classification is assigned where there is observability of prices/market inputs to models, or where any unobservable inputs are not significant to the valuation. The determination of whether an input is considered observable is based on the availability of independent market data and its corroboration, for example through observed transactions in the market. - Otherwise, an instrument is classified as Level 3. 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 (recorded in Trading account assets and Trading account liabilities on the Consolidated Balance Sheet) at September 30, 2024 and December 31, 2023: | In millions of dollars | Credit and funding valuation adjustmentscontra-liability (contra-asset) / September 30,2024 | Credit and funding valuation adjustmentscontra-liability (contra-asset) / December 31,2023 | | --- | --- | --- | | Counterparty CVA | $(531) | $(580) | | Asset FVA | (478) | (562) | | Citigroup (own credit) CVA | 342 | 381 | | Liability FVA | 213 | 255 | | Total CVA and FVA—derivative instruments | $(454) | $(506) | The table below summarizes pretax gains (losses) related to changes in CVA and FVA on derivative instruments, net of hedges (recorded in Principal transactions revenue in the Consolidated Statement of Income), and changes in debt valuation adjustments (DVA) on Citi’s own fair value option (FVO) liabilities (recorded in Other comprehensive income in the Consolidated Statement of Comprehensive Income) for the periods indicated: | In millions of dollars | Credit/funding/debt valuationadjustments gain (loss) / Three Months Ended September 30, 2024 | Credit/funding/debt valuationadjustments gain (loss) / Three Months Ended September 30, 2023 | Credit/funding/debt valuationadjustments gain (loss) / Nine Months Ended September 30, 2024 | Credit/funding/debt valuationadjustments gain (loss) / Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Counterparty CVA | $(38) | $35 | $(56) | $5 | | Asset FVA | 1 | (17) | 87 | 77 | | Own credit CVA | (2) | 14 | (48) | (134) | | Liability FVA | (13) | 38 | (42) | (5) | | Total CVA and FVA—derivative instruments | $(52) | $70 | $(59) | $(57) | | DVA related to own FVO liabilities(1) | $(201) | $395 | $(608) | $(875) | | Total CVA, DVA and FVA | $(253) | $465 | $(667) | $(932) | (1) See Note 21 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. 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 September 30, 2024 and December 31, 2023. 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. The effects of these hedges are presented gross in the following tables: Fair Value Levels | In millions of dollars at September 30, 2024 | Level 1 | Level 2 | Level 3 | Grossinventory | Netting(1) | Netbalance | | --- | --- | --- | --- | --- | --- | --- | | Assets | | | | | | | | Securities borrowed and purchased under agreements to resell | — | $465,704 | $136 | $465,840 | $(317,885) | $147,955 | | Trading non-derivative assets | | | | | | | | Trading mortgage-backed securities | | | | | | | | U.S. government-sponsored agency guaranteed | — | 77,641 | 731 | 78,372 | — | 78,372 | | Residential | — | 477 | 71 | 548 | — | 548 | | Commercial | — | 685 | 86 | 771 | — | 771 | | Total trading mortgage-backed securities | — | $78,803 | $888 | $79,691 | — | $79,691 | | U.S. Treasury and federal agency securities | $131,604 | $1,463 | — | $133,067 | — | $133,067 | | State and municipal | — | 178 | 21 | 199 | — | 199 | | Foreign government | 62,485 | 31,825 | 31 | 94,341 | — | 94,341 | | Corporate | 1,851 | 18,862 | 260 | 20,973 | — | 20,973 | | Equity securities | 49,421 | 6,744 | 286 | 56,451 | — | 56,451 | | Asset-backed securities | — | 1,522 | 215 | 1,737 | — | 1,737 | | Other trading assets | — | 20,121 | 550 | 20,671 | — | 20,671 | | Total trading non-derivative assets | $245,361 | $159,518 | $2,251 | $407,130 | — | $407,130 | | Trading derivatives | | | | | | | | Interest rate contracts | $31 | $141,896 | $1,743 | $143,670 | | | | Foreign exchange contracts | — | 158,414 | 582 | 158,996 | | | | Equity contracts | 84 | 61,711 | 941 | 62,736 | | | | Commodity contracts | 2 | 12,836 | 1,016 | 13,854 | | | | Credit derivatives | — | 7,357 | 665 | 8,022 | | | | Total trading derivatives—before netting and collateral | $117 | $382,214 | $4,947 | $387,278 | | | | Netting agreements | | | | | $(316,493) | | | Netting of cash collateral received | | | | | (19,843) | | | Total trading derivatives—after netting and collateral | $117 | $382,214 | $4,947 | $387,278 | $(336,336) | $50,942 | | Investments | | | | | | | | Mortgage-backed securities | | | | | | | | U.S. government-sponsored agency guaranteed | — | $31,845 | $32 | $31,877 | — | $31,877 | | Residential | — | 598 | 27 | 625 | — | 625 | | Commercial | — | 1 | — | 1 | — | 1 | | Total investment mortgage-backed securities | — | $32,444 | $59 | $32,503 | — | $32,503 | | U.S. Treasury and federal agency securities | $59,544 | — | — | $59,544 | — | $59,544 | | State and municipal | — | 1,451 | 436 | 1,887 | — | 1,887 | | Foreign government | 60,706 | 68,922 | 12 | 129,640 | — | 129,640 | | Corporate | 3,519 | 2,013 | 150 | 5,682 | — | 5,682 | | Marketable equity securities | 195 | 2 | 10 | 207 | — | 207 | | Asset-backed securities | — | 838 | — | 838 | — | 838 | | Other debt securities | — | 4,350 | — | 4,350 | — | 4,350 | | Non-marketable equity securities(2) | — | — | 623 | 623 | — | 623 | | Total investments | $123,964 | $110,020 | $1,290 | $235,274 | — | $235,274 | Table continues on the next page. | In millions of dollars at September 30, 2024 | Level 1 | Level 2 | Level 3 | Grossinventory | Netting(1) | Netbalance | | --- | --- | --- | --- | --- | --- | --- | | Loans | — | $7,759 | $347 | $8,106 | — | $8,106 | | Mortgage servicing rights | — | — | 683 | 683 | — | 683 | | Other financial assets | $6,322 | $10,086 | $25 | $16,433 | — | $16,433 | | Total assets | $375,764 | $1,135,301 | $9,679 | $1,520,744 | $(654,221) | $866,523 | | Total as a percentage of gross assets(3) | 24.7% | 74.7% | 0.6% | | | | | Liabilities | | | | | | | | Interest-bearing deposits | — | $4,070 | $42 | $4,112 | — | $4,112 | | Securities loaned and sold under agreements to repurchase | — | 272,832 | 292 | 273,124 | (210,266) | 62,858 | | Trading account liabilities | | | | | | | | Securities sold, not yet purchased | 79,939 | 14,955 | 36 | 94,930 | — | 94,930 | | Other trading liabilities | — | 15 | — | 15 | — | 15 | | Total trading account liabilities | $79,939 | $14,970 | $36 | $94,945 | — | $94,945 | | Trading derivatives | | | | | | | | Interest rate contracts | $22 | $132,924 | $2,059 | $135,005 | | | | Foreign exchange contracts | — | 154,525 | 579 | 155,104 | | | | Equity contracts | 138 | 71,232 | 3,177 | 74,547 | | | | Commodity contracts | — | 15,679 | 615 | 16,294 | | | | Credit derivatives | — | 7,495 | 719 | 8,214 | | | | Total trading derivatives—before netting and collateral | $160 | $381,855 | $7,149 | $389,164 | | | | Netting agreements | | | | | $(316,493) | | | Netting of cash collateral paid | | | | | (25,082) | | | Total trading derivatives—after netting and collateral | $160 | $381,855 | $7,149 | $389,164 | $(341,575) | $47,589 | | Short-term borrowings | — | $11,675 | $221 | $11,896 | — | $11,896 | | Long-term debt | — | 94,977 | 22,309 | 117,286 | — | 117,286 | | Other financial liabilities | $5,562 | $792 | $1 | $6,355 | — | $6,355 | | Total liabilities | $85,661 | $781,171 | $30,050 | $896,882 | $(551,841) | $345,041 | | Total as a percentage of gross liabilities(3) | 9.6% | 87.1% | 3.3% | | | | (1) Represents netting of (i) the amounts due under securities purchased under agreements to resell and the amounts owed under securities sold under agreements to repurchase and (ii) derivative exposures covered by a qualifying master netting agreement and cash collateral offsetting. (2) Amounts exclude $25 million 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). (3) 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. Fair Value Levels | In millions of dollars at December 31, 2023 | Level 1 | Level 2 | Level 3 | Grossinventory | Netting(1) | Netbalance | | --- | --- | --- | --- | --- | --- | --- | | Assets | | | | | | | | Securities borrowed and purchased under agreements to resell | — | $453,715 | $139 | $453,854 | $(247,795) | $206,059 | | Trading non-derivative assets | | | | | | | | Trading mortgage-backed securities | | | | | | | | U.S. government-sponsored agency guaranteed | — | 79,795 | 581 | 80,376 | — | 80,376 | | Residential | 1 | 597 | 116 | 714 | — | 714 | | Commercial | — | 464 | 202 | 666 | — | 666 | | Total trading mortgage-backed securities | $1 | $80,856 | $899 | $81,756 | — | $81,756 | | U.S. Treasury and federal agency securities | $112,851 | $2,398 | $7 | $115,256 | — | $115,256 | | State and municipal | — | 594 | 3 | 597 | — | 597 | | Foreign government | 44,203 | 28,238 | 54 | 72,495 | — | 72,495 | | Corporate | 1,858 | 16,716 | 500 | 19,074 | — | 19,074 | | Equity securities | 32,966 | 12,135 | 292 | 45,393 | — | 45,393 | | Asset-backed securities | — | 1,223 | 531 | 1,754 | — | 1,754 | | Other trading assets | 97 | 16,784 | 833 | 17,714 | — | 17,714 | | Total trading non-derivative assets | $191,976 | $158,944 | $3,119 | $354,039 | — | $354,039 | | Trading derivatives | | | | | | | | Interest rate contracts | $49 | $156,307 | $2,138 | $158,494 | | | | Foreign exchange contracts | — | 158,672 | 1,022 | 159,694 | | | | Equity contracts | 8 | 41,870 | 1,400 | 43,278 | | | | Commodity contracts | 2 | 16,456 | 1,111 | 17,569 | | | | Credit derivatives | — | 7,564 | 775 | 8,339 | | | | Total trading derivatives—before netting and collateral | $59 | $380,869 | $6,446 | $387,374 | | | | Netting agreements | | | | | $(308,431) | | | Netting of cash collateral received | | | | | (21,226) | | | Total trading derivatives—after netting and collateral | $59 | $380,869 | $6,446 | $387,374 | $(329,657) | $57,717 | | Investments | | | | | | | | Mortgage-backed securities | | | | | | | | U.S. government-sponsored agency guaranteed | — | $29,640 | $75 | $29,715 | — | $29,715 | | Residential | — | 307 | 116 | 423 | — | 423 | | Commercial | — | 1 | — | 1 | — | 1 | | Total investment mortgage-backed securities | — | $29,948 | $191 | $30,139 | — | $30,139 | | U.S. Treasury and federal agency securities | $80,062 | $299 | — | $80,361 | — | $80,361 | | State and municipal | — | 1,589 | 542 | 2,131 | — | 2,131 | | Foreign government | 60,133 | 70,871 | 194 | 131,198 | — | 131,198 | | Corporate | 2,680 | 2,370 | 362 | 5,412 | — | 5,412 | | Marketable equity securities | 159 | 72 | 27 | 258 | — | 258 | | Asset-backed securities | — | 938 | — | 938 | — | 938 | | Other debt securities | — | 6,757 | — | 6,757 | — | 6,757 | | Non-marketable equity securities(2) | — | — | 483 | 483 | — | 483 | | Total investments | $143,034 | $112,844 | $1,799 | $257,677 | — | $257,677 | Table continues on the next page. | In millions of dollars at December 31, 2023 | Level 1 | Level 2 | Level 3 | Grossinventory | Netting(1) | Netbalance | | --- | --- | --- | --- | --- | --- | --- | | Loans | — | $7,167 | $427 | $7,594 | — | $7,594 | | Mortgage servicing rights | — | — | 691 | 691 | — | 691 | | Other financial assets | $4,677 | $8,321 | $30 | $13,028 | — | $13,028 | | Total assets | $339,746 | $1,121,860 | $12,651 | $1,474,257 | $(577,452) | $896,805 | | Total as a percentage of gross assets(3) | 23.0% | 76.1% | 0.9% | | | | | Liabilities | | | | | | | | Interest-bearing deposits | — | $2,411 | $29 | $2,440 | — | $2,440 | | Securities loaned and sold under agreements to repurchase | — | 228,048 | 390 | 228,438 | (165,953) | 62,485 | | Trading account liabilities | | | | | | | | Securities sold, not yet purchased | 91,163 | 13,460 | 35 | 104,658 | — | 104,658 | | Other trading liabilities | — | 8 | — | 8 | — | 8 | | Total trading account liabilities | $91,163 | $13,468 | $35 | $104,666 | — | $104,666 | | Trading derivatives | | | | | | | | Interest rate contracts | $49 | $149,914 | $3,223 | $153,186 | | | | Foreign exchange contracts | — | 156,474 | 727 | 157,201 | | | | Equity contracts | 18 | 44,894 | 3,034 | 47,946 | | | | Commodity contracts | — | 17,964 | 832 | 18,796 | | | | Credit derivatives | — | 7,234 | 848 | 8,082 | | | | Total trading derivatives—before netting and collateral | $67 | $376,480 | $8,664 | $385,211 | | | | Netting agreements | | | | | $(308,431) | | | Netting of cash collateral paid | | | | | (26,101) | | | Total trading derivatives—after netting and collateral | $67 | $376,480 | $8,664 | $385,211 | $(334,532) | $50,679 | | Short-term borrowings | — | $6,064 | $481 | $6,545 | — | $6,545 | | Long-term debt | — | 77,958 | 38,380 | 116,338 | — | 116,338 | | Other financial liabilities | $4,298 | $130 | $6 | $4,434 | — | $4,434 | | Total liabilities | $95,528 | $704,559 | $47,985 | $848,072 | $(500,485) | $347,587 | | Total as a percentage of gross liabilities(3) | 11.3% | 83.0% | 5.7% | | | | (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) Amounts exclude $25 million 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). (3) 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. Changes in Level 3 Fair Value Category The following tables present the changes in the Level 3 fair value category for the three and nine months ended September 30, 2024 and 2023. 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 | In millions of dollars | Jun. 30, 2024 | Net realized/unrealizedgains (losses) incl. in(1) / Principaltransactions | Net realized/unrealizedgains (losses) incl. in(1) / Other(1)(2) | Transfers / into Level 3 | Transfers / out of Level 3 | Purchases | Issuances | Sales | Settlements | Sept. 30, 2024 | Unrealizedgains (losses)still held(3) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Assets | | | | | | | | | | | | | Securities borrowed and purchased under agreements to resell | $126 | $12 | — | — | — | $45 | — | — | $(47) | $136 | $12 | | Trading non-derivative assets | | | | | | | | | | | | | Trading mortgage-backed securities | | | | | | | | | | | | | U.S. government-sponsored agency guaranteed | 691 | 22 | — | 139 | (160) | 124 | — | (85) | — | 731 | 15 | | Residential | 91 | (6) | — | 10 | (18) | 28 | — | (34) | — | 71 | (1) | | Commercial | 166 | — | — | 11 | (57) | 21 | — | (55) | — | 86 | (1) | | Total trading mortgage-backed securities | $948 | $16 | — | $160 | $(235) | $173 | — | $(174) | — | $888 | $13 | | U.S. Treasury and federal agency securities | — | — | — | — | — | — | — | — | — | — | — | | State and municipal | 1 | — | — | 20 | — | — | — | — | — | 21 | — | | Foreign government | 45 | (3) | — | 2 | — | 23 | — | (36) | — | 31 | (1) | | Corporate | 315 | 15 | — | 61 | (37) | 120 | — | (214) | — | 260 | 13 | | Marketable equity securities | 244 | 7 | — | 100 | (15) | 77 | — | (127) | — | 286 | 7 | | Asset-backed securities | 244 | (6) | — | 21 | (13) | 53 | — | (84) | — | 215 | — | | Other trading assets | 783 | 5 | — | 27 | (97) | 155 | 10 | (327) | (6) | 550 | — | | Total trading non-derivative assets | $2,580 | $34 | — | $391 | $(397) | $601 | $10 | $(962) | $(6) | $2,251 | $32 | | Trading derivatives, net(4) | | | | | | | | | | | | | Interest rate contracts | $(1,028) | $(73) | — | $39 | $523 | $3 | $5 | $(18) | $233 | $(316) | $(248) | | Foreign exchange contracts | 551 | (7) | — | 13 | (532) | (18) | — | (7) | 3 | 3 | (81) | | Equity contracts | (2,050) | (119) | — | (59) | 149 | (102) | — | (13) | (42) | (2,236) | (272) | | Commodity contracts | 404 | 174 | — | (9) | (126) | (78) | — | (47) | 83 | 401 | 204 | | Credit derivatives | 74 | (119) | — | (6) | 44 | (47) | — | — | — | (54) | (93) | | Total trading derivatives, net(4) | $(2,049) | $(144) | — | $(22) | $58 | $(242) | $5 | $(85) | $277 | $(2,202) | $(490) | Table continues on the next page. | In millions of dollars | Jun. 30, 2024 | Net realized/unrealizedgains (losses) incl. in(1) / Principaltransactions | Net realized/unrealizedgains (losses) incl. in(1) / Other(1)(2) | Transfers / into Level 3 | Transfers / out of Level 3 | Purchases | Issuances | Sales | Settlements | Sept. 30, 2024 | Unrealizedgains (losses)still held(3) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Investments | | | | | | | | | | | | | Mortgage-backed securities | | | | | | | | | | | | | U.S. government-sponsored agency guaranteed | $28 | — | $4 | — | — | $4 | — | $(4) | — | $32 | $4 | | Residential | 25 | — | 2 | — | — | — | — | — | — | 27 | 1 | | Commercial | — | — | — | — | — | — | — | — | — | — | — | | Total investment mortgage-backed securities | $53 | — | $6 | — | — | $4 | — | $(4) | — | $59 | $5 | | U.S. Treasury and federal agency securities | — | — | — | — | — | — | — | — | — | — | — | | State and municipal | 439 | — | 6 | — | (1) | — | — | (8) | — | 436 | 6 | | Foreign government | 14 | — | (2) | — | — | — | — | — | — | 12 | — | | Corporate | 112 | — | (2) | 21 | (14) | 60 | — | (27) | — | 150 | — | | Marketable equity securities | 10 | — | — | — | — | — | — | — | — | 10 | — | | Asset-backed securities | — | — | — | — | — | 3 | — | (3) | — | — | — | | Other debt securities | — | — | — | — | — | — | — | — | — | — | — | | Non-marketable equity securities | 505 | — | 12 | — | — | 107 | — | (1) | — | 623 | 10 | | Total investments | $1,133 | — | $20 | $21 | $(15) | $174 | — | $(43) | — | $1,290 | $21 | | Loans | $301 | — | $36 | $1 | $(3) | $1 | $12 | — | $(1) | $347 | $39 | | Mortgage servicing rights | 709 | — | (40) | — | — | — | 32 | — | (18) | 683 | (40) | | Other financial assets | 21 | — | 1 | — | — | — | 24 | (2) | (19) | 25 | — | | Liabilities | | | | | | | | | | | | | Interest-bearing deposits | $41 | $1 | $1 | — | $(7) | — | $15 | — | $(5) | $42 | $1 | | Securities loaned and sold under agreements to repurchase | 286 | — | — | — | — | 230 | — | — | (224) | 292 | — | | Trading account liabilities | | | | | | | | | | | | | Securities sold, not yet purchased | 32 | (9) | — | 12 | (16) | 13 | — | — | (14) | 36 | (3) | | Other trading liabilities | — | — | — | — | — | — | — | — | — | — | — | | Short-term borrowings | 201 | (1) | — | 49 | (10) | — | 107 | — | (127) | 221 | (26) | | Long-term debt | 20,375 | (1,720) | — | 636 | (857) | — | 697 | — | (262) | 22,309 | (1,868) | | Other financial liabilities | 3 | — | — | — | — | — | — | — | (2) | 1 | — | (1) Net realized/unrealized gains (losses) are presented as increase (decrease) to Level 3 assets, and as (increase) decrease to Level 3 liabilities. Changes in fair value of available-for-sale debt securities are recorded in AOCI, unless related to credit 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 and DVA on fair value option liabilities), attributable to the change in fair value relating to assets and liabilities classified as Level 3 that are still held at September 30, 2024. (4) Total Level 3 trading derivative assets and liabilities have been netted in these tables for presentation purposes only. | In millions of dollars | Dec. 31, 2023 | Net realized/unrealizedgains (losses) incl. in(1) / Principaltransactions | Net realized/unrealizedgains (losses) incl. in(1) / Other(1)(2) | Transfers / into Level 3 | Transfers / out of Level 3 | Purchases | Issuances | Sales | Settlements | Sept. 30, 2024 | Unrealizedgains (losses)still held(3) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Assets | | | | | | | | | | | | | Securities borrowed and purchased under agreements to resell | $139 | $4 | — | — | — | $111 | — | — | $(118) | $136 | $4 | | Trading non-derivative assets | | | | | | | | | | | | | Trading mortgage-backed securities | | | | | | | | | | | | | U.S. government-sponsored agency guaranteed | 581 | (17) | — | 423 | (445) | 557 | — | (368) | — | 731 | (6) | | Residential | 116 | (9) | — | 63 | (76) | 139 | — | (162) | — | 71 | (3) | | Commercial | 202 | 17 | — | 50 | (146) | 152 | — | (189) | — | 86 | (4) | | Total trading mortgage-backed securities | $899 | $(9) | — | $536 | $(667) | $848 | — | $(719) | — | $888 | $(13) | | U.S. Treasury and federal agency securities | $7 | $4 | — | — | $(1) | — | — | — | $(10) | — | — | | State and municipal | 3 | — | — | 20 | — | — | — | (2) | — | 21 | — | | Foreign government | 54 | (3) | — | 14 | (49) | 186 | — | (171) | — | 31 | — | | Corporate | 500 | 154 | — | 136 | (425) | 485 | — | (582) | (8) | 260 | 23 | | Marketable equity securities | 292 | (2) | — | 230 | (64) | 137 | — | (307) | — | 286 | (12) | | Asset-backed securities | 531 | (24) | — | 51 | (191) | 229 | — | (381) | — | 215 | (5) | | Other trading assets | 833 | 170 | — | 179 | (263) | 350 | 16 | (726) | (9) | 550 | 41 | | Total trading non-derivative assets | $3,119 | $290 | — | $1,166 | $(1,660) | $2,235 | $16 | $(2,888) | $(27) | $2,251 | $34 | | Trading derivatives, net(4) | | | | | | | | | | | | | Interest rate contracts | $(1,085) | $(756) | — | $169 | $506 | $83 | $19 | $(35) | $783 | $(316) | $(252) | | Foreign exchange contracts | 295 | 500 | — | 51 | (459) | (91) | — | (173) | (120) | 3 | (49) | | Equity contracts | (1,634) | (345) | — | (130) | 686 | (670) | — | (68) | (75) | (2,236) | (563) | | Commodity contracts | 279 | 335 | — | 23 | (138) | (67) | — | (64) | 33 | 401 | 397 | | Credit derivatives | (73) | (19) | — | (4) | 24 | 11 | — | — | 7 | (54) | (78) | | Total trading derivatives, net(4) | $(2,218) | $(285) | — | $109 | $619 | $(734) | $19 | $(340) | $628 | $(2,202) | $(545) | Table continues on the next page. | In millions of dollars | Dec. 31, 2023 | Net realized/unrealizedgains (losses) incl. in(1) / Principaltransactions | Net realized/unrealizedgains (losses) incl. in(1) / Other(1)(2) | Transfers / into Level 3 | Transfers / out of Level 3 | Purchases | Issuances | Sales | Settlements | Sept. 30, 2024 | Unrealizedgains (losses)still held(3) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Investments | | | | | | | | | | | | | Mortgage-backed securities | | | | | | | | | | | | | U.S. government-sponsored agency guaranteed | $75 | — | $3 | — | — | $7 | — | $(53) | — | $32 | $4 | | Residential | 116 | — | — | 1 | (90) | — | — | — | — | 27 | — | | Commercial | — | — | — | — | — | — | — | — | — | — | — | | Total investment mortgage-backed securities | $191 | — | $3 | $1 | $(90) | $7 | — | $(53) | — | $59 | $4 | | U.S. Treasury and federal agency securities | — | — | — | — | — | — | — | — | — | — | — | | State and municipal | 542 | — | (25) | — | (7) | — | — | (74) | — | 436 | (7) | | Foreign government | 194 | — | (14) | 6 | (174) | 36 | — | (36) | — | 12 | — | | Corporate | 362 | — | (9) | 63 | (293) | 111 | — | (84) | — | 150 | (2) | | Marketable equity securities | 27 | — | (17) | — | — | — | — | — | — | 10 | — | | Asset-backed securities | — | — | — | — | — | 3 | — | (3) | — | — | — | | Other debt securities | — | — | — | — | — | — | — | — | — | — | — | | Non-marketable equity securities | 483 | — | 4 | — | — | 167 | — | (31) | — | 623 | 10 | | Total investments | $1,799 | — | $(58) | $70 | $(564) | $324 | — | $(281) | — | $1,290 | $5 | | Loans | $427 | — | $(16) | $664 | $(894) | $2 | $244 | — | $(80) | $347 | $175 | | Mortgage servicing rights | 691 | — | (23) | — | — | — | 68 | — | (53) | 683 | (16) | | Other financial assets | 30 | — | (1) | — | — | 5 | 37 | (4) | (42) | 25 | (1) | | Liabilities | | | | | | | | | | | | | Interest-bearing deposits | $29 | $1 | $5 | $51 | $(40) | — | $30 | — | $(22) | $42 | $4 | | Securities loaned and sold under agreements to repurchase | 390 | — | — | — | — | 668 | — | — | (766) | 292 | — | | Trading account liabilities | | | | | | | | | | | | | Securities sold, not yet purchased | 35 | (17) | — | 26 | (26) | 109 | — | — | (125) | 36 | (1) | | Other trading liabilities | — | — | — | — | — | — | — | — | — | — | — | | Short-term borrowings | 481 | (83) | — | 69 | (527) | 1 | 318 | — | (204) | 221 | (78) | | Long-term debt | 38,380 | (293) | — | 3,674 | (22,587) | — | 5,479 | — | (2,930) | 22,309 | (1,021) | | Other financial liabilities | 6 | — | — | — | — | — | 5 | — | (10) | 1 | — | (1) Net realized/unrealized gains (losses) are presented as increase (decrease) to Level 3 assets, and as (increase) decrease to Level 3 liabilities. Changes in fair value of available-for-sale debt securities are recorded in AOCI, unless related to credit 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 and DVA on fair value option liabilities), attributable to the change in fair value relating to assets and liabilities classified as Level 3 that are still held at September 30, 2024. (4) Total Level 3 trading derivative assets and liabilities have been netted in these tables for presentation purposes only. | In millions of dollars | Jun. 30, 2023 | Net realized/unrealizedgains (losses) incl. in(1) / Principaltransactions | Net realized/unrealizedgains (losses) incl. in(1) / Other(1)(2) | Transfers / into Level 3 | Transfers / out of Level 3 | Purchases | Issuances | Sales | Settlements | Sept. 30, 2023 | Unrealizedgains (losses)still held(3) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Assets | | | | | | | | | | | | | Securities borrowed and purchased under agreements to resell | $140 | $1 | — | — | — | $126 | — | — | $(132) | $135 | $9 | | Trading non-derivative assets | | | | | | | | | | | | | Trading mortgage-backed securities | | | | | | | | | | | | | U.S. government-sponsored agency guaranteed | 659 | (21) | — | 93 | (155) | 92 | — | (130) | — | 538 | (14) | | Residential | 145 | (1) | — | 31 | (3) | 52 | — | (59) | — | 165 | (3) | | Commercial | 182 | (8) | — | 59 | (25) | 26 | — | (29) | — | 205 | (8) | | Total trading mortgage-backed securities | $986 | $(30) | — | $183 | $(183) | $170 | — | $(218) | — | $908 | $(25) | | U.S. Treasury and federal agency securities | — | — | — | — | — | — | — | — | — | — | — | | State and municipal | 3 | — | — | — | — | — | — | — | — | 3 | — | | Foreign government | 81 | (23) | — | — | (31) | 70 | — | (28) | — | 69 | 19 | | Corporate | 581 | 224 | — | 38 | (303) | 624 | — | (400) | — | 764 | (232) | | Marketable equity securities | 285 | 2 | — | 16 | (10) | 28 | — | (58) | — | 263 | 1 | | Asset-backed securities | 539 | 6 | — | 15 | (39) | 297 | — | (243) | — | 575 | 2 | | Other trading assets | 1,478 | (332) | — | 279 | (198) | 260 | — | (514) | — | 973 | (114) | | Total trading non-derivative assets | $3,953 | $(153) | — | $531 | $(764) | $1,449 | — | $(1,461) | — | $3,555 | $(349) | | Trading derivatives, net(4) | | | | | | | | | | | | | Interest rate contracts | $(1,962) | $(474) | — | $(18) | $298 | $51 | — | $49 | $253 | $(1,803) | $(637) | | Foreign exchange contracts | 700 | 158 | — | 1 | (24) | 50 | — | (8) | (264) | 613 | 159 | | Equity contracts | (1,563) | 641 | — | 128 | (145) | (346) | — | (21) | 171 | (1,135) | 212 | | Commodity contracts | 330 | 222 | — | 96 | (149) | (389) | — | (2) | (59) | 49 | 120 | | Credit derivatives | (155) | 54 | — | 22 | 81 | 80 | — | — | (9) | 73 | (16) | | Total trading derivatives, net(4) | $(2,650) | $601 | — | $229 | $61 | $(554) | — | $18 | $92 | $(2,203) | $(162) | Table continues on the next page. | In millions of dollars | Jun. 30, 2023 | Net realized/unrealizedgains (losses) incl. in(1) / Principaltransactions | Net realized/unrealizedgains (losses) incl. in(1) / Other(1)(2) | Transfers / into Level 3 | Transfers / out of Level 3 | Purchases | Issuances | Sales | Settlements | Sept. 30, 2023 | Unrealizedgains (losses)still held(3) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Investments | | | | | | | | | | | | | Mortgage-backed securities | | | | | | | | | | | | | U.S. government-sponsored agency guaranteed | $32 | — | — | — | $(3) | — | — | — | — | $29 | — | | Residential | 25 | — | (1) | — | — | — | — | — | — | 24 | (1) | | Total investment mortgage-backed securities | $57 | — | $(1) | — | $(3) | — | — | — | — | $53 | $(1) | | U.S. Treasury and federal agency securities | $21 | — | $(1) | — | — | — | — | — | — | $20 | — | | State and municipal | 507 | — | (29) | 1 | — | 45 | — | (31) | — | 493 | (29) | | Foreign government | 414 | — | (12) | 2 | (179) | 124 | — | (153) | — | 196 | 1 | | Corporate | 290 | — | — | — | — | 15 | — | (16) | — | 289 | — | | Marketable equity securities | 13 | — | (2) | — | — | — | — | — | — | 11 | — | | Asset-backed securities | 1 | — | (1) | 30 | — | — | — | — | — | 30 | — | | Other debt securities | 57 | — | 1 | — | (58) | — | — | — | — | — | — | | Non-marketable equity securities | 404 | — | 21 | 6 | — | — | — | — | — | 431 | (5) | | Total investments | $1,764 | — | $(24) | $39 | $(240) | $184 | — | $(200) | — | $1,523 | $(34) | | Loans | $241 | — | $15 | — | — | — | $10 | — | $(1) | $265 | $(82) | | Mortgage servicing rights | 681 | — | 42 | — | — | — | 23 | — | (17) | 729 | 41 | | Other financial assets | 73 | — | (22) | — | — | 28 | — | (2) | — | 77 | — | | Liabilities | | | | | | | | | | | | | Interest-bearing deposits | $26 | — | $(10) | $49 | — | — | $70 | — | — | $155 | $(11) | | Securities loaned and sold under agreements to repurchase | 627 | (2) | — | — | — | — | — | — | (148) | 481 | 1 | | Trading account liabilities | | | | | | | | | | | | | Securities sold, not yet purchased | 62 | — | — | 11 | (3) | 61 | — | — | (43) | 88 | (2) | | Other trading liabilities | 4 | — | — | 1 | (2) | 2 | — | — | (4) | 1 | — | | Short-term borrowings | 296 | — | — | 16 | (7) | 1 | 181 | — | (31) | 456 | (21) | | Long-term debt | 37,204 | 2,816 | — | 1,010 | (1,336) | — | 3,027 | — | (1,439) | 35,650 | 2,112 | | Other financial liabilities | 23 | — | — | — | — | — | 26 | (21) | — | 28 | — | (1) Net realized/unrealized gains (losses) are presented as increase (decrease) to Level 3 assets, and as (increase) decrease to Level 3 liabilities. Changes in fair value of available-for-sale debt securities are recorded in AOCI, unless related to credit 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 and DVA on fair value option liabilities), attributable to the change in fair value relating to assets and liabilities classified as Level 3 that are still held at September 30, 2023. (4) Total Level 3 trading derivative assets and liabilities have been netted in these tables for presentation purposes only. | In millions of dollars | Dec. 31, 2022 | Net realized/unrealizedgains (losses) incl. in(1) / Principaltransactions | Net realized/unrealizedgains (losses) incl. in(1) / Other(1)(2) | Transfers / into Level 3 | Transfers / out of Level 3 | Purchases | Issuances | Sales | Settlements | Sept. 30, 2023 | Unrealizedgains (losses)still held(3) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Assets | | | | | | | | | | | | | Securities borrowed and purchased under agreements to resell | $149 | $4 | — | — | $(2) | $263 | — | — | $(279) | $135 | $9 | | Trading non-derivative assets | | | | | | | | | | | | | Trading mortgage-backed securities | | | | | | | | | | | | | U.S. government-sponsored agency guaranteed | 600 | (31) | — | 278 | (421) | 462 | — | (350) | — | 538 | (34) | | Residential | 166 | (2) | — | 92 | (65) | 152 | — | (178) | — | 165 | (17) | | Commercial | 145 | (23) | — | 163 | (56) | 76 | — | (100) | — | 205 | (19) | | Total trading mortgage-backed securities | $911 | $(56) | — | $533 | $(542) | $690 | — | $(628) | — | $908 | $(70) | | U.S. Treasury and federal agency securities | $1 | $(1) | — | — | — | — | — | — | — | — | — | | State and municipal | 7 | (3) | — | 19 | — | — | — | (20) | — | 3 | (1) | | Foreign government | 119 | (17) | — | 8 | (58) | 131 | — | (114) | — | 69 | 22 | | Corporate | 394 | 300 | — | 248 | (481) | 976 | — | (673) | — | 764 | (185) | | Marketable equity securities | 192 | 11 | — | 42 | (18) | 125 | — | (89) | — | 263 | 10 | | Asset-backed securities | 668 | 20 | — | 94 | (120) | 615 | — | (702) | — | 575 | 4 | | Other trading assets | 648 | 69 | — | 540 | (274) | 728 | — | (738) | — | 973 | (123) | | Total trading non-derivative assets | $2,940 | $323 | — | $1,484 | $(1,493) | $3,265 | — | $(2,964) | — | $3,555 | $(343) | | Trading derivatives, net(4) | | | | | | | | | | | | | Interest rate contracts | $355 | $(2,163) | — | $(220) | $(361) | $38 | — | $62 | $486 | $(1,803) | $(2,060) | | Foreign exchange contracts | 50 | 704 | — | 105 | 24 | 152 | — | (89) | (333) | 613 | 408 | | Equity contracts | (1,104) | (237) | — | 61 | 661 | (599) | — | (65) | 148 | (1,135) | (596) | | Commodity contracts | 278 | 85 | — | 270 | 91 | (447) | — | (14) | (214) | 49 | 12 | | Credit derivatives | (157) | (92) | — | 19 | 217 | 82 | — | — | 4 | 73 | (84) | | Total trading derivatives, net(4) | $(578) | $(1,703) | — | $235 | $632 | $(774) | — | $(106) | $91 | $(2,203) | $(2,320) | Table continues on the next page. | In millions of dollars | Dec. 31, 2022 | Net realized/unrealizedgains (losses) incl. in(1) / Principaltransactions | Net realized/unrealizedgains (losses) incl. in(1) / Other(1)(2) | Transfers / into Level 3 | Transfers / out of Level 3 | Purchases | Issuances | Sales | Settlements | Sept. 30, 2023 | Unrealizedgains (losses)still held(3) | | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | | Investments | | | | | | | | | | | | | Mortgage-backed securities | | | | | | | | | | | | | U.S. government-sponsored agency guaranteed | $30 | — | $(1) | — | $(3) | $4 | — | $(1) | — | $29 | $(3) | | Residential | 41 | — | (1) | — | — | — | — | (16) | — | 24 | (1) | | Total investment mortgage-backed securities | $71 | — | $(2) | — | $(3) | $4 | — | $(17) | — | $53 | $(4) | | U.S. Treasury and federal agency securities | — | — | $(1) | — | — | $51 | — | $(30) | — | $20 | — | | State and municipal | 586 | — | (20) | 2 | (77) | 46 | — | (44) | — | 493 | (23) | | Foreign government | 608 | — | (7) | 27 | (197) | 647 | — | (882) | — | 196 | 1 | | Corporate | 343 | — | (1) | — | (61) | 96 | — | (88) | — | 289 | (4) | | Marketable equity securities | 10 | — | 1 | — | — | — | — | — | — | 11 | — | | Asset-backed securities | 1 | — | (1) | 30 | — | — | — | — | — | 30 | — | | Other debt securities | — | — | 1 | — | (63) | 62 | — | — | — | — | — | | Non-marketable equity securities | 430 | — | 3 | 8 | — | 16 | — | (26) | — | 431 | (5) | | Total investments | $2,049 | — | $(27) | $67 | $(401) | $922 | — | $(1,087) | — | $1,523 | $(35) | | Loans | $1,361 | — | $(249) | $2 | $(309) | — | $116 | — | $(656) | $265 | $(104) | | Mortgage servicing rights | 665 | — | 61 | — | — | — | 54 | — | (51) | 729 | 62 | | Other financial assets | 57 | — | (24) | — | (2) | 50 | — | (4) | — | 77 | — | | Liabilities | | | | | | | | | | | | | Interest-bearing deposits | $15 | $(7) | $(12) | $49 | $(1) | — | $83 | — | $(10) | $155 | $(11) | | Securities loaned and sold under agreements to repurchase | 1,031 | (8) | — | — | (24) | 1,335 | — | — | (1,869) | 481 | 1 | | Trading account liabilities | | | | | | | | | | | | | Securities sold, not yet purchased | 50 | (13) | — | 22 | (34) | 125 | — | — | (88) | 88 | (2) | | Other trading liabilities | 3 | 2 | — | 4 | (2) | 2 | — | — | (4) | 1 | — | | Short-term borrowings | 38 | 40 | — | 35 | (23) | 1 | 478 | — | (33) | 456 | (31) | | Long-term debt | 36,117 | 2,589 | — | 4,238 | (7,442) | — | 7,371 | — | (2,045) | 35,650 | 841 | | Other financial liabilities | 2 | — | 1 | — | (1) | — | 49 | (21) | — | 28 | — | (1) Net realized/unrealized gains (losses) are presented as increase (decrease) to Level 3 assets, and as (increase) decrease to Level 3 liabilities. Changes in fair value of available-for-sale debt securities are recorded in AOCI, unless related to credit 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 and DVA on fair value option liabilities), attributable to the change in fair value relating to assets and liabilities classified as Level 3 that are still held at September 30, 2023. (4) Total Level 3 trading derivative assets and liabilities have been netted in these tables for presentation purposes only. Level 3 Fair Value Transfers The following were the significant Level 3 transfers for the period December 31, 2023 to September 30, 2024: - During the three and nine months ended September 30, 2024, transfers of Long-term debt were $0.9 billion and $22.6 billion from Level 3 to Level 2, and $0.6 billion and $3.7 billion from Level 2 to Level 3, respectively. The Level 3 to Level 2 YTD transfers were primarily the result of enhanced significance testing of unobservable input for certain structured debt instruments. The Level 2 to Level 3 YTD transfers were primarily the result of certain unobservable inputs becoming more significant to the overall valuation of these instruments. The following were the significant Level 3 transfers for the period December 31, 2022 to September 30, 2023: - During the three and nine months ended September 30, 2023, transfers of Long-term debt were $1.0 billion and $4.2 billion from Level 2 to Level 3, respectively. Of the $4.2 billion transfer, approximately $3.6 billion related to interest rate option volatility inputs becoming unobservable and/or significant relative to their overall valuation, and $0.6 billion related to equity and credit derivative inputs (in addition to other volatility inputs, e.g., interest rate volatility inputs) becoming unobservable and/or significant to their overall valuation. In other instances, market changes have resulted in some inputs becoming more observable, and some unobservable inputs becoming less significant to the overall valuation of the instruments (e.g., when an option becomes deep-in or deep-out of the money). This has primarily resulted in $1.3 billion and $7.4 billion of certain structured long-term debt products being transferred from Level 3 to Level 2 during the three and nine months ended September 30, 2023, respectively. 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 these tables and amounts presented in the Level 3 Fair Value Rollforward tables represent individually immaterial items that have been measured using a variety of valuation techniques other than those listed. | As of September 30, 2024 | Fair value(1)(in millions) | Methodology | Input | Low(2)(3) | High(2)(3) | Weightedaverage(4) | | --- | --- | --- | --- | --- | --- | --- | | Other financial assets and liabilities (gross) | $26 | Price-based | Price | $0.11 | $111.48 | $96.42 | | Loans and leases | $244 | Model-based | Forward price | 4.47% | 228.95% | 101.94% | | | | | Equity volatility | 34.90% | 42.51% | 37.30% | | | 103 | Price-based | Price | $78.12 | $99.56 | $88.76 | | Mortgage servicing rights | $595 | Cash flow | Yield | (1.20)% | 12.00% | 6.00% | | | 88 | Model-based | WAL | 3.5 years | 8.33 years | 7.03 years | | Liabilities | | | | | | | | Interest-bearing deposits | $42 | Model-based | Forward price | 100.00% | 100.00% | 100.00% | | Securities loaned and sold under agreements to repurchase | $292 | Model-based | Interest rate | 3.57% | 4.82% | 3.61% | | Trading account liabilities | | | | | | | | Securities sold, not yet purchased and other trading liabilities | $33 | Price-based | Price | — | $14,350.67 | $22.71 | | Short-term borrowings and long-term debt | $22,305 | Model-based | IR normal volatility | 0.40% | 20.00% | 1.55% | | | | | Equity volatility | 0.11% | 266.80% | 69.41% | | | | | Equity forward | 66.73% | 268.63% | 104.63% | | | | | Equity-IR correlation | (38.00)% | 60.00% | 27.87% | | As of December 31, 2023 | Fair value(1)(in millions) | Methodology | Input | Low(2)(3) | High(2)(3) | Weightedaverage(4) | | --- | --- | --- | --- | --- | --- | --- | | Assets | | | | | | | | Securities borrowed and purchased under agreements to resell | $139 | Model-based | Credit spread | 15 bps | 15 bps | 15 bps | | | | | Interest rate | 4.00% | 4.00% | 4.00% | | Mortgage-backed securities | $679 | Price-based | Price | $1.67 | $124.63 | $55.39 | | | 401 | Yield analysis | Yield | 4.63% | 19.08% | 8.93% | | State and municipal, foreign government, corporate and other debt securities | $1,582 | Price-based | Price | $0.01 | $123.74 | $79.71 | | | 778 | Model-based | Credit spread | 35 bps | 550 bps | 304 bps | | Marketable equity securities(5) | $259 | Price-based | Price | — | $12,189.17 | $168.09 | | | 38 | Model-based | WAL | 2.24 years | 2.24 years | 2.24 years | | | | | Recovery (in millions) | $7,398 | $7,398 | $7,398 | | Asset-backed securities | $475 | Price-based | Price | $3.50 | $129.00 | $65.87 | | | 57 | Yield analysis | Yield | 5.93% | 18.86% | 8.57% | | Non-marketable equities | $366 | Comparables analysis | Illiquidity discount | 8.00% | 10.00% | 8.82% | | | | | PE ratio | 9.30x | 16.50x | 11.37x | | | | | Revenue multiple | 2.80x | 13.40x | 12.28x | | | | | EBITDA multiples | 15.80x | 15.80x | 15.80x | | | 56 | Cash flow | Discount to price | 8.50% | 8.50% | 8.50% | | | 50 | Price-based | Price | $0.40 | $158.92 | $56.78 | | Derivatives—gross(6) | | | | | | | | Interest rate contracts (gross) | $5,237 | Model-based | IR normal volatility | (0.07)% | 15.00% | 1.44% | | | | | Interest rate | 2.70% | 5.40% | 3.20% | | Foreign exchange contracts (gross) | $1,652 | Model-based | IR normal volatility | (0.07)% | 12.05% | 1.50% | | | | | IR basis | (1.45)% | 147.79% | 7.11% | | Equity contracts (gross)(7) | $4,239 | Model-based | Equity volatility | 0.10% | 334.35% | 38.35% | | | | | Equity forward | 54.14% | 273.54% | 101.44% | | As of December 31, 2023 | Fair value(1)(in millions) | Methodology | Input | Low(2)(3) | High(2)(3) | Weightedaverage(4) | | --- | --- | --- | --- | --- | --- | --- | | | | | Equity-FX correlation | (79.00)% | 70.00% | (7.66)% | | | | | Equity-Equity correlation | (6.49)% | 97.44% | 80.42% | | | | | WAL | 2.24 years | 2.24 years | 2.24 years | | | | | Recovery (in millions) | $7,398 | $7,398 | $7,398 | | Commodity and other contracts (gross) | $1,943 | Model-based | Forward price | 31.70% | 425.51% | 134.65% | | | | | Commodity volatility | 14.72% | 149.99% | 37.03% | | | | | Commodity correlation | (45.33)% | 93.02% | 45.03% | | Credit derivatives (gross) | $1,135 | Model-based | Credit spread | 11.43 bps | 1,519 bps | 140.34 bps | | | | | Credit spread volatility | 23.94% | 115.66% | 42.76% | | | | | Recovery rate | 15.00% | 75.00% | 36.56% | | | 378 | Price-based | Upfront points | 1.25% | 117.31% | 58.10% | | | | | Price | $37.67 | $97.00 | $79.54 | | Other financial assets and liabilities (gross) | $36 | Price-based | Price | $0.01 | $104.79 | $90.87 | | Loans and leases | $316 | Price-based | Price | $98.80 | $98.80 | $98.80 | | | 111 | Model-based | Forward price | 33.48% | 348.43% | 115.47% | | | | | Commodity volatility | 26.51% | 66.80% | 31.79% | | | | | Commodity correlation | (45.33)% | 93.02% | (7.28)% | | | | | Equity volatility | 41.61% | 45.40% | 43.17% | | Mortgage servicing rights | $595 | Cash flow | WAL | 1.00 years | 8.76 years | 1.29 years | | | 66 | Model-based | Yield | — | 12.00% | 8.06% | | Liabilities | | | | | | | | Interest-bearing deposits | $29 | Model-based | Forward price | 100.00% | 100.00% | 100.00% | | Securities loaned and sold under agreements to repurchase | $390 | Model-based | Interest rate | 3.92% | 5.27% | 3.96% | | Trading account liabilities | | | | | | | | Securities sold, not yet purchased and other trading liabilities | $23 | Price-based | Price | — | $12,189.17 | $28.70 | | | 7 | Yield analysis | Yield | 7.46% | 7.46% | 7.46% | | | 5 | Model-based | FX volatility | 3.56% | 28.13% | 13.17% | | Short-term borrowings and long-term debt | $38,794 | Model-based | IR normal volatility | 0.32% | 20.00% | 1.25% | (1) The tables above include the fair values for the items listed and may not foot to the total population for each category. (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. 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 an identical or similar investment in 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 / September 30, 2024 | Fair value | Level 2 | Level 3 | | --- | --- | --- | --- | | Loans HFS(1) | $596 | $352 | $244 | | Other real estate owned | 9 | — | 9 | | Loans(2) | 212 | — | 212 | | Non-marketable equity securities measured using the measurement alternative | 102 | — | 102 | | Total assets at fair value on a nonrecurring basis | $919 | $352 | $567 | | In millions of dollars / December 31, 2023 | Fair value | Level 2 | Level 3 | | --- | --- | --- | --- | | Loans HFS(1) | $1,171 | $495 | $676 | | Other real estate owned | 4 | — | 4 | | Loans(2) | 328 | — | 328 | | Non-marketable equity securities measured using the measurement alternative | 359 | — | 359 | | Total assets at fair value on a nonrecurring basis | $1,862 | $495 | $1,367 | (1) Net of mark-to-market amounts on the unfunded portion of loans HFS recognized as Other liabilities on the Consolidated Balance Sheet. (2) Represents collateral-dependent loans held for investment for which the fair value of collateral is used to estimate expected credit losses, and whose carrying amount is based on the fair value of the underlying collateral less costs to sell, as applicable (primarily real estate). 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 September 30, 2024 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 $136 Model-based Credit spread 10 bps 10 bps 10 bps Interest rate 3.65% 3.65% 3.65% Mortgage-backed securities $543 Price-based Price $0.56 $149.50 $33.43 381 Yield analysis Yield 4.41% 21.93% 7.69% State and municipal, foreign government, corporate and other debt securities $1,007 Price-based Price $— $189.68 $94.98 428 Model-based Credit spread 35 bps 550 bps 337 bps Marketable equity securities(5) $250 Price-based Price $— $14,350.67 $106.47 Asset-backed securities $151 Price-based Price $0.69 $142.85 $76.18 64 Yield analysis Yield 6.31% 27.44% 8.74% Non-marketable equities $228 Comparables analysis Illiquidity discount 7.40% 33.00% 14.35% Revenue multiple 4.30x 16.26x 11.95x 222 Price-based Price $0.55 $3,190.93 $1,756.38 Discount rate 9.25% 17.50% 13.15% Derivatives—gross(6) Interest rate contracts (gross) $3,678 Model-based IR normal volatility 0.28% 20.00% 2.32% Yield (0.16)% 51.68% 4.51% Equity volatility 0.11% 266.80% 58.33% Inflation volatility 0.25% 6.34% 1.35% Foreign exchange contracts (gross) $1,128 Model-based IR normal volatility 0.40% 1.32% 0.78% IR basis (24.26)% 56.13% 3.32% Equity contracts (gross)(7) $4,059 Model-based Equity volatility 0.11% 266.80% 54.32% Equity forward 66.73% 268.63% 105.70% Equity-FX correlation (90.00)% 70.00% (13.62)% Equity-Equity correlation (36.22)% 99.00% 71.33% Recovery (in millions) $8,628 $8,628 $8,628 WAL 2.65 years 2.65 years 2.65 years Commodity and other contracts (gross) $1,602 Model-based Forward price 3.24% 249.00% 113.46% Commodity volatility 13.77% 257.77% 42.83% Commodity correlation 7.30% 93.30% 48.25% Credit derivatives (gross) $940 Model-based Credit spread 7 bps 574 bps 88 bps Recovery rate 20.00% 40.00% 37.43% Upfront points 0.94% 119.12% 55.28% Credit spread volatility 31.34% 112.70% 71.91% 443 Price-based Price $41.00 $102.78 $83.78 | As of December 31, 2023 | Fair value(1)(in millions) | Methodology | Input | Low(2) | High | Weightedaverage(3) | | --- | --- | --- | --- | --- | --- | --- | | Loans HFS | $674 | Price-based | Price | $67.50 | $100.00 | $93.39 | | Loans(5) | $296 | Recovery analysis | Appraised value(4) | $12,000 | $75,997,078 | $46,121,923 | | Non-marketable equity securities measured using the measurement alternative | $250 | Price-based | Price | $1.57 | $2,637.00 | $1,114.06 | | | 109 | Comparable analysis | Revenue multiple | 2.30x | 35.70x | 11.69x | | Other real estate owned | $3 | Price-based | Appraised value(4) | $401,042 | $2,061,700 | $155,696 | (1) The tables above include the fair values for the items listed and may not foot to the total population for each category. (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 collateral-dependent loans held for investment for which the fair value of collateral is used to estimate expected credit losses, and whose carrying amount is based on the fair value of the underlying collateral less costs to sell, as applicable (primarily real estate). Nonrecurring Fair Value Changes The following table presents 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: | In millions of dollars | Three Months Ended September 30, 2024 | Three Months Ended September 30, 2023 | Nine Months Ended September 30, 2024 | Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Loans HFS | $(1) | — | $(46) | $6 | | Other real estate owned | — | — | — | — | | Loans(1) | (16) | (82) | (16) | (110) | | Non-marketable equity securities measured using the measurement alternative | (8) | (12) | 20 | (69) | | Total nonrecurring fair value gains (losses) | $(25) | $(94) | $(42) | $(173) | (1) Represents collateral-dependent loans held for investment for which the fair value of collateral is used to estimate expected credit losses, and whose carrying amount is based on the fair value of the underlying collateral less costs to sell, as applicable (primarily real estate). Estimated Fair Value of Financial Instruments Not Carried at Fair Value The following tables present the carrying value and fair value of Citigroup’s financial instruments that are not carried at fair value. The tables below therefore exclude items measured at fair value on a recurring basis presented in the tables above. | In billions of dollars | September 30, 2024 / Carryingvalue | September 30, 2024 / Estimatedfair value | Estimated fair value / Level 1 | Estimated fair value / Level 2 | Estimated fair value / Level 3 | | --- | --- | --- | --- | --- | --- | | Assets | | | | | | | HTM debt securities, net of allowance(1) | $253.6 | $239.8 | $126.5 | $110.9 | $2.4 | | Securities borrowed and purchased under agreements to resell | 138.0 | 138.0 | — | 138.0 | — | | Loans(2)(3) | 662.2 | 669.0 | — | — | 669.0 | | Other financial assets(3)(4) | 403.8 | 403.8 | 284.9 | 18.2 | 100.7 | | Liabilities | | | | | | | Deposits(5) | $1,305.9 | $1,305.7 | — | $1,305.7 | — | | Securities loaned and sold under agreements to repurchase | 215.5 | 215.5 | — | 215.5 | — | | Long-term debt(6) | 181.7 | 186.8 | — | 175.8 | 11.0 | | Other financial liabilities(7) | 146.4 | 146.4 | — | 27.9 | 118.5 | | In billions of dollars | December 31, 2023 / Carryingvalue | December 31, 2023 / Estimatedfair value | Estimated fair value / Level 1 | Estimated fair value / Level 2 | Estimated fair value / Level 3 | | --- | --- | --- | --- | --- | --- | | Assets | | | | | | | HTM debt securities, net of allowance(1) | $259.7 | $240.6 | $124.0 | $114.1 | $2.5 | | Securities borrowed and purchased under agreements to resell | 139.6 | 139.7 | — | 139.7 | — | | Loans(2)(3) | 663.3 | 673.2 | — | — | 673.2 | | Other financial assets(3)(4) | 347.5 | 347.5 | 243.1 | 17.8 | 86.6 | | Liabilities | | | | | | | Deposits | $1,306.2 | $1,305.9 | — | $1,116.5 | $189.4 | | Securities loaned and sold under agreements to repurchase | 215.6 | 215.6 | — | 215.6 | — | | Long-term debt(6) | 170.3 | 173.4 | — | 168.0 | 5.4 | | Other financial liabilities(7) | 132.8 | 132.8 | — | 29.2 | 103.6 | (1) Includes $5.3 billion and $5.5 billion of non-marketable equity securities carried at cost at September 30, 2024 and December 31, 2023, respectively. (2) The carrying value of loans is net of the allowance for credit losses on loans of $18.4 billion for September 30, 2024 and $18.1 billion for December 31, 2023. In addition, the carrying values exclude $0.3 billion and $0.3 billion of lease finance receivables at September 30, 2024 and December 31, 2023, respectively. (3) Includes items measured at fair value on a nonrecurring basis. (4) 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. (5) As a result of Citi refining its application of fair value hierarchy methodologies, certain deposit liabilities that were previously classified as Level 3 are now classified as Level 2. (6) The carrying value includes long-term debt balances under qualifying fair value hedges. (7) 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 September 30, 2024 and December 31, 2023 were off-balance sheet liabilities of $15.2 billion and $14.2 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 cancelable by providing notice to the borrower. 24. 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. Movements in DVA are reported as a component of AOCI. The Company has elected fair value accounting for its mortgage servicing rights (MSRs). See Note 21 for additional details on Citi’s MSRs. Additional discussion regarding other applicable areas in which fair value elections were made is presented in Note 23. The following table presents the changes in fair value of those items for which the fair value option has been elected: | In millions of dollars | Changes in fair value—gains (losses) / Three Months Ended September 30, 2024 | Changes in fair value—gains (losses) / Three Months Ended September 30, 2023 | Changes in fair value—gains (losses) / Nine Months Ended September 30, 2024 | Changes in fair value—gains (losses) / Nine Months Ended September 30, 2023 | | --- | --- | --- | --- | --- | | Assets | | | | | | Securities borrowed and purchased under agreements to resell | $223 | $69 | $164 | $59 | | Trading account assets | 8 | (14) | 10 | 65 | | Loans | | | | | | Certain corporate loans | (143) | 1,036 | 1,235 | 1,362 | | Certain consumer loans | 14 | (10) | 4 | (9) | | Total loans | $(129) | $1,026 | $1,239 | $1,353 | | Other assets | | | | | | MSRs | $(40) | $42 | $(23) | $61 | | Certain mortgage loans HFS(1) | 43 | (28) | 48 | (38) | | Total other assets | $3 | $14 | $25 | $23 | | Total assets | $105 | $1,095 | $1,438 | $1,500 | | Liabilities | | | | | | Interest-bearing deposits | $(43) | $18 | $(106) | $(34) | | Securities loaned and sold under agreements to repurchase | (70) | (63) | (44) | (82) | | Trading account liabilities | (17) | (151) | (241) | 1 | | Short-term borrowings(2) | (200) | 144 | (581) | 232 | | Long-term debt(2) | (6,216) | 2,443 | (8,338) | (4,053) | | Total liabilities | $(6,546) | $2,391 | $(9,310) | $(3,936) | (1) Includes gains (losses) associated with interest rate lock commitments for originated loans for which the Company has elected the fair value option. (2) Includes DVA that is included in AOCI. See Notes 19 and 23. 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. See Note 19 for additional information. 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 loss of $(201) million and a gain of $395 million for the three months ended September 30, 2024 and 2023, and a loss of $(608) million and $(875) million for the nine months ended September 30, 2024 and 2023, 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 U.S., the U.K. 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 income and interest expense are measured based on the contractual rates specified in the transactions and are reported as Interest income 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: | In millions of dollars | September 30, 2024 / Trading assets | September 30, 2024 / Loans | December 31, 2023 / Trading assets | December 31, 2023 / Loans | | --- | --- | --- | --- | --- | | Carrying amount reported on the Consolidated Balance Sheet | $4,059 | $8,106 | $4,518 | $7,594 | | Aggregate unpaid principal balance in excess of (less than) fair value | 109 | (71) | 88 | 10 | | Balance of non-accrual loans or loans more than 90 days past due | — | 2 | — | 1 | | Aggregate unpaid principal balance in excess of (less than) fair value for non-accrual loans or loans more than 90 days past due | — | 1 | — | 1 | In addition to the amounts reported above, $280 million and $391 million of unfunded commitments related to certain credit products selected for fair value accounting were outstanding as of September 30, 2024 and December 31, 2023, 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 income is measured based on the contractual interest rates and reported as Interest income 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 September 30, 2024 and 2023 due to instrument-specific credit risk were a gain of $6 million and a loss of $(27) million, respectively. Changes in fair value due to instrument-specific credit risk are estimated based on changes in borrower-specific credit spreads and recovery assumptions. Certain Investments in Unallocated Precious Metals Citigroup invests in unallocated precious metals accounts (e.g., gold, silver, platinum and palladium) as part of its commodity trading activities. Under ASC 815, the investment is bifurcated into a debt host contract and a commodity derivative instrument. Citigroup elects the fair value option for the debt host contract, and reports the contract within Trading account assets on the Company’s Consolidated Balance Sheet. As part of its commodity 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. 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 economically 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 | September 30, 2024 | December 31, 2023 | | --- | --- | --- | | Carrying amount reported on the Consolidated Balance Sheet | $948 | $571 | | Aggregate fair value in excess of (less than) unpaid principal balance | 29 | 17 | | Balance of non-accrual loans or loans more than 90 days past due | 1 | 3 | | Aggregate unpaid principal balance in excess of fair value for non-accrual loansor loans more than 90 days past due | — | — | 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 nine months ended September 30, 2024 and 2023 due to instrument-specific credit risk. Changes in fair value due to instrument-specific credit risk are estimated based on changes in the borrower default, prepayment and recovery forecasts in addition to instrument-specific credit spread. Related interest income continues to be measured based on the contractual interest rates and reported as Interest income in the Consolidated Statement of Income. Certain Debt Liabilities The Company has elected the fair value option for certain debt liabilities, because these exposures are considered to be trading-related positions and, therefore, are managed on a fair value basis. These positions are classified as Long-term debt or Short-term borrowings on the Company’s Consolidated Balance Sheet. The following table provides information about the carrying value of notes carried at fair value, disaggregated by type of risk: | In billions of dollars | September 30, 2024 | December 31, 2023 | | --- | --- | --- | | Interest rate linked | $60.3 | $60.4 | | Foreign exchange linked | 0.2 | — | | Equity linked | 44.1 | 45.9 | | Commodity linked | 6.4 | 5.3 | | Credit linked | 6.3 | 4.7 | | Total | $117.3 | $116.3 | 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 liabilities include accrued interest, which is also included in the change in fair value reported in Principal transactions. The following table provides information about long-term debt and short-term borrowings carried at fair value: | In millions of dollars | September 30, 2024 | December 31, 2023 | | --- | --- | --- | | Long-term debt | | | | Carrying amount reported on the Consolidated Balance Sheet | $117,286 | $116,338 | | Aggregate unpaid principal balance in excess of (less than) fair value | (2,281) | (2,842) | | Short-term borrowings | | | | Carrying amount reported on the Consolidated Balance Sheet | $11,896 | $6,545 | | Aggregate unpaid principal balance in excess of (less than) fair value | (330) | (60) | 25. GUARANTEES AND COMMITMENTS The following tables present information about Citi’s guarantees at September 30, 2024 and December 31, 2023. For additional information on Citi’s guarantees and indemnifications included in the tables below, as well as its other guarantees and indemnifications excluded from these tables, see Note 28 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. | In billions of dollars at September 30, 2024 | Maximum potential amount of future payments / Expire within1 year | Maximum potential amount of future payments / Expire after1 year | Maximum potential amount of future payments / Total amountoutstanding | Carrying value(in millions of dollars) | | --- | --- | --- | --- | --- | | Financial standby letters of credit | $17.6 | $61.5 | $79.1 | $653 | | Performance guarantees | 4.4 | 5.7 | 10.1 | 33 | | Derivative instruments considered to be guarantees | 45.7 | 22.5 | 68.2 | 306 | | Loans sold with recourse | — | 1.0 | 1.0 | — | | Securities lending indemnifications(1) | 108.1 | — | 108.1 | — | | Card merchant processing(2) | 123.8 | — | 123.8 | — | | Credit card arrangements with partners | 0.2 | 0.1 | 0.3 | 4 | | Guarantees under the Fixed Income Clearing Corporation sponsored member repo program | 135.3 | — | 135.3 | — | | Other | 0.1 | 7.7 | 7.8 | 44 | | Total | $435.2 | $98.5 | $533.7 | $1,040 | | In billions of dollars at December 31, 2023 | Maximum potential amount of future payments / Expire within1 year | Maximum potential amount of future payments / Expire after1 year | Maximum potential amount of future payments / Total amountoutstanding | Carrying value(in millions of dollars) | | --- | --- | --- | --- | --- | | Financial standby letters of credit | $17.8 | $63.5 | $81.3 | $674 | | Performance guarantees | 4.8 | 5.8 | 10.6 | 49 | | Derivative instruments considered to be guarantees | 24.2 | 16.3 | 40.5 | 362 | | Loans sold with recourse | 0.6 | 1.2 | 1.8 | 16 | | Securities lending indemnifications(1) | 104.1 | — | 104.1 | — | | Card merchant processing(2) | 138.0 | — | 138.0 | — | | Credit card arrangements with partners | 0.2 | 0.2 | 0.4 | 5 | | Guarantees under the Fixed Income Clearing Corporation sponsored member repo program | 27.7 | — | 27.7 | — | | Other | — | 7.7 | 7.7 | 50 | | Total | $317.4 | $94.7 | $412.1 | $1,156 | (1) The carrying values of securities lending indemnifications were not material for either period presented, as the probability of potential liabilities arising from these guarantees is minimal. (2) At September 30, 2024 and December 31, 2023, this maximum potential exposure was estimated to be approximately $124 billion and $138 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. Loans Sold with Recourse In addition to the amounts presented in the tables above, the repurchase reserve was approximately $12 million and $11 million at September 30, 2024 and December 31, 2023, respectively, and these amounts are included in Other liabilities on the Consolidated Balance Sheet. 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) derivatives contracts with CCPs. 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 that the client fails to perform. Carrying Value—Guarantees and Indemnifications At September 30, 2024 and December 31, 2023, the total carrying amounts of the liabilities related to the guarantees and indemnifications included in the tables above amounted to approximately $1.0 billion and $1.2 billion, respectively. The carrying value of financial and performance guarantees is included in Other liabilities. Collateral Cash collateral available to Citi to reimburse losses realized under these guarantees and indemnifications amounted to $53.5 billion and $52.5 billion at September 30, 2024 and December 31, 2023, respectively. Securities and other marketable assets held as collateral amounted to $71.3 billion and $67.7 billion at September 30, 2024 and December 31, 2023, 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 $3.2 billion and $3.1 billion at September 30, 2024 and December 31, 2023, 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. | In billions of dollars at September 30, 2024 | Maximum potential amount of future payments / Investmentgrade | Maximum potential amount of future payments / Non-investmentgrade | Maximum potential amount of future payments / Notrated | Maximum potential amount of future payments / Total | | --- | --- | --- | --- | --- | | Financial standby letters of credit | $67.4 | $11.7 | — | $79.1 | | Loans sold with recourse | — | — | 1.0 | 1.0 | | Other | — | 7.7 | — | 7.7 | | Total | $67.4 | $19.4 | $1.0 | $87.8 | | In billions of dollars at December 31, 2023 | Maximum potential amount of future payments / Investmentgrade | Maximum potential amount of future payments / Non-investmentgrade | Maximum potential amount of future payments / Notrated | Maximum potential amount of future payments / Total | | --- | --- | --- | --- | --- | | Financial standby letters of credit | $70.5 | $10.8 | — | $81.3 | | Loans sold with recourse | — | — | 1.8 | 1.8 | | Other | — | 7.7 | — | 7.7 | | Total | $70.5 | $18.5 | $1.8 | $90.8 | Credit Commitments and Lines of Credit 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. The table below summarizes Citigroup’s credit commitments: | In millions of dollars | U.S. | Outside of U.S.(1) | September 30,2024 | December 31, 2023 | | --- | --- | --- | --- | --- | | Commercial and similar letters of credit | $779 | $3,349 | $4,128 | $5,345 | | One- to four-family residential mortgages | 592 | 499 | 1,091 | 1,245 | | Revolving open-end loans secured by one- to four-family residential properties | 5,287 | 16 | 5,303 | 5,495 | | Commercial real estate, construction and land development | 11,458 | 1,629 | 13,087 | 15,266 | | Credit card lines | 621,106 | 61,276 | 682,382 | 677,005 | | Commercial and other consumer loan commitments | 225,558 | 112,186 | 337,744 | 312,300 | | Other commitments and contingencies(2) | 4,911 | 201 | 5,112 | 5,146 | | Total | $869,691 | $179,156 | $1,048,847 | $1,021,802 | (1) Consumer commitments related to the business HFS countries under sales agreements are reflected in their original categories until the respective sales are completed. (2) Other commitments and contingencies include commitments to purchase certain debt and equity securities. Other Commitments As a Federal Reserve member bank, Citi is required to subscribe to half of a certain amount of shares issued by its Federal Reserve District Bank. As of September 30, 2024 and December 31, 2023, Citi holds shares with a carrying value of $4.5 billion, with the remaining half subject to call by the Federal Reserve District Bank Board. 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 September 30, 2024 and December 31, 2023, Citi had approximately $128.6 billion and $120.9 billion of unsettled reverse repurchase and securities borrowing agreements, and approximately $135.3 billion and $96.4 billion of unsettled repurchase and securities lending agreements, respectively. See Note 11 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. These amounts are not included in the table above. 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 may include minimum reserve requirements at certain central banks and cash segregated to satisfy rules regarding the protection of customer assets as required by Citigroup broker-dealers’ primary regulators, including the SEC, the Commodity 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 | September 30,2024 | December 31, 2023 | | --- | --- | --- | | Cash and due from banks | $3,778 | $3,479 | | Deposits with banks, net of allowance | 16,293 | 15,538 | | Total | $20,071 | $19,017 | In addition to the restricted cash amounts presented above, at September 30, 2024 and December 31, 2023, approximately $5.8 billion and $3.9 billion, respectively, was held at the Russian Deposit Insurance Agency (DIA) and was subject to restrictions imposed by the Russian government. These restricted amounts are reported within Other assets on the Consolidated Balance Sheet. 26. 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 may contain renewal and extension options and early termination features; however, these options do not impact the lease term unless the Company is reasonably certain that it will exercise options. These leases have a weighted-average remaining lease term of approximately six years as of September 30, 2024. For additional information regarding Citi’s leases, see Notes 1 and 29 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. The following table presents information on the right-of-use (ROU) asset and lease liabilities included in Premises and equipment and Other liabilities, respectively: | In millions of dollars | September 30,2024 | December 31,2023 | | --- | --- | --- | | ROU asset | $2,822 | $2,801 | | Lease liability | 2,991 | 2,974 | 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. At September 30, 2024, the Company had a future lease commitment scheduled to commence in April 2025 with fixed lease payments (undiscounted) totaling approximately $255 million over a 15-year lease term. 27. CONTINGENCIES The following information supplements and amends, as applicable, the disclosures in Note 27 to the Consolidated Financial Statements of Citigroup’s Second Quarter of 2024 Form 10-Q, Note 27 to the Consolidated Financial Statements of Citigroup’s First Quarter of 2024 Form 10-Q and Note 30 to the Consolidated Financial Statements in Citi’s 2023 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 any litigation, regulatory, or tax matters disclosed herein, when Citigroup believes it is probable that a loss has been incurred and the amount of the loss can be reasonably estimated. Once established, accruals are adjusted from time to time, as appropriate, in light of additional information. The amount of loss ultimately incurred in relation to those matters may be substantially higher or lower than the amounts accrued for those matters. With respect to previously incurred loss contingencies for which recovery is expected, Citi applies loss recovery accounting when disputes and uncertainties affecting recognition are resolved. 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 but not probable, 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 for which an estimate can be made. At September 30, 2024, Citigroup estimates that the reasonably possible unaccrued loss for these matters ranges up to approximately $1.3 billion in the aggregate. 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 only have preliminary or incomplete 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 amounts accrued in relation to matters for 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 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 30 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. Foreign Exchange Matters On September 2, 2024, in MICHAEL O’HIGGINS FX CLASS REPRESENTATIVE LIMITED v. BARCLAYS BANK PLC AND OTHERS, the U.K. Supreme Court scheduled a hearing for April 1 and 2, 2025 on the defendants’ appeal of the Court of Appeal’s November 9, 2023 decision. Additional information concerning this action is publicly available in court filings under the docket numbers 1336/7/7/19 in the U.K. Competition Appeal Tribunal, CA-2022-002002 in the Court of Appeal, and UKSC 2023/0177 in the U.K. Supreme Court. On February 20, 2024, in GERTLER, ET AL. v. DEUTSCHE BANK AG, the parties filed a motion for the Tel Aviv Central District Court to approve a settlement agreement. On September 15, 2024, the parties responded to objections filed in connection with the proposed settlement agreement. A hearing has been set for December 26, 2024. Additional information concerning this action is publicly available in court filings under the docket number CA 29013-09-18. Sovereign Securities Matters On July 29, 2024 in IN RE MEXICAN GOVERNMENT BONDS ANTITRUST LITIGATION, certain defendants, including Citibanamex, moved to dismiss the third amended complaint. Additional information concerning this action is publicly available in court filings under the docket numbers 18-CV-2830 (S.D.N.Y.) (Oetken, J.) and 22-2039 (2d Cir.). Settlement Payments Payments required in any settlement agreements described above have been made or are covered by existing litigation or other accruals. 28. SUBSIDIARY GUARANTEES Citigroup Inc. has fully and unconditionally guaranteed the payments due on debt securities issued by Citigroup Global Markets Holdings Inc. (CGMHI), a wholly owned subsidiary, under the Senior Debt Indenture dated as of March 8, 2016, between CGMHI, Citigroup Inc. and The Bank of New York Mellon, as trustee. In addition, Citigroup Capital III and Citigroup Capital XIII (collectively, the Capital Trusts), each of which is a wholly owned finance subsidiary of Citigroup Inc., have issued trust preferred securities. Citigroup Inc. has guaranteed the payments due on the trust preferred securities to the extent that the Capital Trusts have insufficient available funds to make payments on the trust preferred securities. The guarantee, together with Citigroup Inc.’s other obligations with respect to the trust preferred securities, effectively provides a full and unconditional guarantee of amounts due on the trust preferred securities (see Note 18). No other subsidiary of Citigroup Inc. guarantees the debt securities issued by CGMHI or the trust preferred securities issued by the Capital Trusts. Summarized financial information for Citigroup Inc. and CGMHI is presented in the tables below: SUMMARIZED INCOME STATEMENT _September 30, 2024_ | In millions of dollars | Nine Months Ended / Citigroup parent company | Nine Months Ended / CGMHI | | --- | --- | --- | | Total revenues, net of interest expense | $2,454 | $8,870 | | Total operating expenses | 222 | 9,300 | | Provision for credit losses | — | 15 | | Equity in undistributed income of subsidiaries | 7,067 | — | | Income (loss) from continuing operations before income taxes | $9,299 | $(445) | | Provision (benefit) for income taxes | (527) | 156 | | Net income (loss) | $9,826 | $(601) | SUMMARIZED BALANCE SHEET | In millions of dollars | September 30, 2024 / Citigroup parent company | September 30, 2024 / CGMHI | December 31, 2023 / Citigroup parent company | December 31, 2023 / CGMHI | | --- | --- | --- | --- | --- | | Cash and deposits with banks | $4,021 | $20,604 | $3,011 | $23,756 | | Securities borrowed and purchased under resale agreements | — | 229,063 | — | 283,174 | | Trading account assets | 435 | 315,659 | 461 | 273,379 | | Advances to subsidiaries | 153,041 | — | 150,845 | — | | Investments in subsidiary bank holding company | 179,577 | — | 172,125 | — | | Investments in non-bank subsidiaries | 46,565 | — | 46,870 | — | | Other assets | 14,941 | 170,885 | 14,202 | 167,609 | | Total assets | $398,580 | $736,211 | $387,514 | $747,918 | | Securities loaned and sold under agreements to repurchase | — | $300,713 | — | $309,862 | | Trading account liabilities | 329 | 99,877 | 300 | 111,233 | | Short-term borrowings | — | 26,629 | — | 20,481 | | Long-term debt | 170,649 | 185,522 | 162,309 | 184,083 | | Advances from subsidiaries | 15,838 | — | 16,724 | — | | Other liabilities | 2,681 | 87,182 | 2,728 | 85,079 | | Stockholders’ equity | 209,083 | 36,288 | 205,453 | 37,180 | | Total liabilities and equity | $398,580 | $736,211 | $387,514 | $747,918 | UNREGISTERED SALES OF EQUITY SECURITIES, REPURCHASES OF EQUITY SECURITIES AND DIVIDENDS Unregistered Sales of Equity Securities None. Equity Security Repurchases All large banks, including Citi, are subject to limitations on capital distributions in the event of a breach of any regulatory capital buffers, including the Stress Capital Buffer, with the degree of such restrictions based on the extent to which the buffers are breached. For additional information, see “Capital Resources—Regulatory Capital Buffers” and “Risk Factors—Strategic Risks,” “—Operational Risks” and “—Compliance Risks” in Citi’s 2023 Form 10-K. The following table summarizes Citi’s common share repurchases for the third quarter of 2024: | In thousands, except per share amounts | Total shares purchased | Average price paid per share | | --- | --- | --- | | July 2024 | | | | Open market repurchases(1) | 1,618 | $64.90 | | Employee transactions(2) | — | — | | August 2024 | | | | Open market repurchases(1) | 10,922 | 59.06 | | Employee transactions(2) | — | — | | September 2024 | | | | Open market repurchases(1) | 4,147 | 60.27 | | Employee transactions(2) | — | — | | Total for 3Q24 | 16,687 | $59.93 | (1) Repurchases not made pursuant to any publicly announced plan or program. (2) During the third quarter, pursuant to Citigroup’s Board of Directors’ authorization, Citi withheld an insignificant number of shares of common stock, added to treasury stock, related to activity on employee stock programs to satisfy the employee tax requirements. Dividends Citi paid common dividends of $0.56 per share for the third quarter of 2024, and on October 23, 2024, declared common dividends of $0.56 per share for the fourth quarter of 2024. Citi’s ability to pay common stock dividends is subject to limitations on capital distributions in the event of a breach of any regulatory capital buffers, including the Stress Capital Buffer, with the degree of such restrictions based on the extent to which the buffers are breached. For additional information, see “Capital Resources—Regulatory Capital Buffers” and “Risk Factors—Strategic Risks,” “—Operational Risks” and “—Compliance Risks” in Citi’s 2023 Form 10-K. Any dividend on Citi’s outstanding common stock would also need to be in compliance with Citi’s obligations on its outstanding preferred stock. On October 23, 2024, Citi declared preferred dividends of approximately $257 million for the fourth quarter of 2024. For information on the ability of Citigroup’s subsidiary depository institutions to pay dividends, see Note 20 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. OTHER INFORMATION Insider Trading Arrangements During the third quarter of 2024, no director or executive officer of Citi adopted or terminated any Rule 10b5-1 or non-Rule 10b5-1 trading arrangement (each, as defined in Item 408 of Regulation S-K). EXHIBIT INDEX | Exhibit / Number | Description of Exhibit | | --- | --- | | 3.01+ | Restated Certificate of Incorporation of Citigroup, as amended, as in effect on the date hereof. | | 10.1*+ | Form of Citigroup Inc. CAP Agreement (for awards to be granted in February 2025 and future years). | | 10.2*+ | Form of Citigroup Inc. Performance Share Unit Award Agreement (for awards to be granted in February 2025 and future years). | | 10.3*+ | Agreement between Andrew Sieg and Citibank, N.A. (dated March 20, 2023). | | 22.01+ | Subsidiary Issuers of Guaranteed Securities. | | 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 quarterly period ended September 30, 2024, filed on November 7, 2024, formatted in Inline XBRL: (i) the Consolidated Statement of Income, (ii) the Consolidated Balance Sheet, (iii) the Consolidated Statement of Changes in Stockholders’ 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. 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 7th day of November, 2024. CITIGROUP INC. (Registrant) By /s/ Mark A. L. Mason Mark A. L. Mason Chief Financial Officer (Principal Financial Officer) By /s/ Robert Walsh Robert Walsh Interim Chief Accounting Officer (Principal Accounting Officer) GLOSSARY OF TERMS AND ACRONYMS The following is a list of terms and acronyms that are used in this report and certain other Citigroup presentations. * Denotes a Citi metric 2023 Form 10-K: Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC. 90+ days past due delinquency rate*: Represents consumer loans that are past due by 90 or more days, divided by that period’s total EOP loans. ABS: Asset-backed securities ACL: Allowance for credit losses, which is composed of the allowance for credit losses on loans (ACLL), allowance for credit losses on unfunded lending commitments (ACLUC), allowance for credit losses on HTM securities and allowance for credit losses on other assets. ACLL: Allowance for credit losses on loans ACLUC: Allowance for credit losses on unfunded lending commitments Advanced Approaches: The Advanced Approaches capital framework, established through Basel III rules by the FRB, requires certain banking organizations to use an internal ratings-based approach and other methodologies to calculate risk-based capital requirements for credit risk and advanced measurement approaches to calculate risk-based capital requirements for operational risk. AFS: Available-for-sale ALCO: Asset and Liability Committee Amortized cost: Amount at which a financing receivable or investment is originated or acquired, adjusted for accretion or amortization of premium, discount, and net deferred fees or costs, collection of cash, charge-offs, foreign exchange, and fair value hedge accounting adjustments. For AFS securities, amortized cost is also reduced by any impairment losses recognized in earnings. Amortized cost is not reduced by the allowance for credit losses, except where explicitly presented net. AOCI: Accumulated other comprehensive income (loss) ASC: Accounting Standards Codification under GAAP issued by the FASB. Asia Consumer: Asia Consumer Banking ASU: Accounting Standards Update under GAAP issued by the FASB. AUA: Assets under administration AUC: Assets under custody Available liquidity resources*: Resources available at the balance sheet date to support Citi’s client and business needs, including 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 Citi’s HQLA to support Federal Home Loan Bank (FHLB) and Federal Reserve Bank discount window borrowing capacity. Basel III: Liquidity and capital rules adopted by the FRB based on an internationally agreed set of measures developed by the Basel Committee on Banking Supervision. Beneficial interests issued by consolidated VIEs: Represents the interest of third-party holders of debt, equity securities or other obligations, issued by VIEs that Citi consolidates. Benefit obligation: Refers to the projected benefit obligation for pension plans and the accumulated postretirement benefit obligation for OPEB plans. Board: Citigroup’s Board of Directors Book value per share*: EOP common equity divided by EOP common shares outstanding. Bps: Basis points. One basis point equals 1/100th of one percent. Branded Cards: Citi’s branded cards business with a portfolio of proprietary cards (Value, Rewards and Cash) and co-branded cards (including Costco and American Airlines). Build: A net increase in ACL through the provision for credit losses. Card spend volume*: Dollar amount of card customers’ gross purchases. Also known as purchase sales. Cards: Citi’s credit cards’ businesses or activities. CCAR: Comprehensive Capital Analysis and Review CCO: Chief Compliance Officer CDS: Credit default swaps CECL: Current expected credit losses CEO: Chief Executive Officer CET1 Capital: Common Equity Tier 1 Capital. See “Capital Resources—Components of Citigroup Capital” above within MD&A for the components of CET1. CET1 Capital ratio*: Common Equity Tier 1 Capital ratio. A primary regulatory capital ratio representing end-of-period CET1 Capital divided by total risk-weighted assets. CFO: Chief Financial Officer CGMHI: Citigroup Global Markets Holdings Inc. CGMI: Citigroup Global Markets Inc. CGML: Citigroup Global Markets Limited Citi: Citigroup Inc. Citibank or CBNA: Citibank, N.A. (National Association) Classifiably managed: Loans primarily evaluated for credit risk based on internal risk rating classification. Client investment assets: Represent assets under management, trust and custody assets. Cluster revenues: Cluster revenues are primarily based on where the underlying transaction is managed. CODM: Chief operating decision maker. For Citi, the Chief Executive Officer. Collateral dependent: A loan is considered collateral dependent when repayment of the loan is expected to be provided substantially through the operation or sale of the collateral when the borrower is experiencing financial difficulty, including when foreclosure is deemed probable based on borrower delinquency. Commercial cards: Provides a wide range of payment services to corporate and public sector clients worldwide through commercial card products. Services include procurement, corporate travel and entertainment, expense management services and business-to-business payment solutions. Consent orders: In October 2020, Citigroup and Citibank entered into consent orders with the FRB and OCC that require Citigroup and Citibank to make improvements in various aspects of enterprise-wide risk management, compliance, data quality management and governance and internal controls. In July 2024, the FRB and OCC entered into civil money penalty consent orders with Citigroup and Citibank to address remediation effort shortcomings. CRE: Commercial real estate Credit cycle: A period of time over which credit quality improves, deteriorates and then improves again (or vice versa). The duration of a credit cycle can vary from a couple of years to several years. Credit derivatives: Financial instruments whose value is derived from the credit risk associated with the debt of a third-party issuer (the reference entity), which allow one party (the protection purchaser) to transfer that risk to another party (the protection seller). Criticized: Criticized loans, lending-related commitments and derivative receivables that are classified as special mention, substandard and doubtful categories for regulatory purposes. CTA: Cumulative translation adjustment (also known as currency translation adjustment). A separate component of equity within AOCI reported net of tax. For Citi, represents the impact of translating non-USD balance sheet items into USD each period. The CTA amount in EOP AOCI is a cumulative balance, net of tax. CVA: Credit valuation adjustment DCM: Debt Capital Markets Delinquency managed: Loans primarily evaluated for credit risk based on delinquencies, FICO scores and the value of underlying collateral. Divestiture-related impacts: Citi’s results excluding divestiture-related impacts represent as reported, or GAAP, financial results adjusted for items that are incurred and recognized, which are wholly and necessarily a consequence of actions taken to sell (including through a public offering), dispose of or wind down business activities associated with Citi’s announced 14 exit markets. Dividend payout ratio*: Represents dividends declared per common share as a percentage of net income per diluted share. DPD: Days past due DTA: Deferred tax asset DVA: Debt valuation adjustment ECM: Equity Capital Markets Efficiency ratio*: A ratio signifying how much of a dollar in expenses (as a percentage) it takes to generate one dollar in revenue. Represents total operating expenses divided by total revenues, net. EOP: End-of-period EPS*: Earnings per share ESG: Environmental, Social and Governance EU: European Union Fannie Mae: Federal National Mortgage Association FASB: Financial Accounting Standards Board FCA: Financial Conduct Authority FDIC: Federal Deposit Insurance Corporation Federal Reserve Board (FRB): The Board of the Governors of the Federal Reserve System FFIEC: Federal Financial Institutions Examination Council FHA: Federal Housing Administration FHLB: Federal Home Loan Bank FICO: Fair Issac Corporation FICO score: A measure of consumer credit risk provided by credit bureaus, typically produced from statistical models by Fair Isaac Corporation utilizing data collected by the credit bureaus. FINRA: Financial Industry Regulatory Authority FRB: Federal Reserve Board Freddie Mac: Federal Home Loan Mortgage Corporation FVA: Funding valuation adjustment FX: Foreign exchange FX translation: The impact of converting non-U.S. dollar currencies into U.S. dollars. GAAP or U.S. GAAP: Generally accepted accounting principles in the United States of America. Ginnie Mae: Government National Mortgage Association GSIB: Global Systemically Important Bank HFI loans: Loans that are held-for-investment (i.e., excludes loans held-for-sale). HFS: Held-for-sale HQLA: High-quality liquid assets. Consist of cash and certain high-quality liquid securities as defined in the LCR rule. HTM: Held-to-maturity Hyperinflation: Extreme economic inflation with prices rising at a very high rate in a very short time. Under U.S. GAAP, entities operating in a hyperinflationary economy need to change their functional currency to the U.S. dollar. Once the change is made, the CTA balance is frozen. Interchange revenue: Fees earned from merchants based on Citi’s credit and debit card customers’ sales transactions. International region: Comprises six clusters: United Kingdom; Japan, Asia North and Australia (JANA); LATAM; Asia South; Europe; and Middle East and Africa (MEA). IPO: Initial public offering JANA: Japan, Asia North and Australia KPMG: KPMG LLP, Citi’s Independent Registered Public Accounting Firm LATAM: Latin America LCR: Liquidity Coverage ratio. Represents HQLA divided by net outflows in the period. LGD: Loss given default LIBOR: London Interbank Offered Rate LLC: Limited Liability Company LTD: Long-term debt LTV: Loan-to-value. For residential real estate loans, the relationship, expressed as a percentage, between the principal amount of a loan and the estimated value of the collateral (i.e., residential real estate) securing the loan. Managed basis: Results reflected on a managed basis exclude divestiture-related impacts. Master netting agreement: A single agreement with a counterparty that permits multiple transactions governed by that agreement to be terminated or accelerated and settled through a single payment in a single currency in the event of a default (e.g., bankruptcy, failure to make a required payment or securities transfer or deliver collateral or margin when due). MBS: Mortgage-backed securities MD&A: Management’s Discussion and Analysis, a section within an SEC Form 10-Q or 10-K. MEA: Middle East and Africa Measurement alternative: Measures equity securities without readily determinable fair values at cost less impairment (if any), plus or minus observable price changes from an identical or similar investment of the same issuer. Mexico Consumer: Mexico Consumer Banking Mexico Consumer/SBMM: Mexico Consumer Banking and Small Business and Middle-Market Banking Mexico SBMM: Mexico Small Business and Middle-Market Banking Moody’s: Moody’s Ratings MSRs: Mortgage servicing rights N/A: Data is not applicable or available for the period presented. NAA: Non-accrual assets. Consists of non-accrual loans and OREO. NAL: Non-accrual loans. Loans for which interest income is not recognized on an accrual basis. Loans (other than credit card loans and certain consumer loans insured by U.S. government-sponsored agencies) are placed on non-accrual status when full payment of principal and interest is not expected, regardless of delinquency status, or when principal and interest have been in default for a period of 90 days or more unless the loan is both well secured and in the process of collection. Collateral-dependent loans are typically maintained on non-accrual status. NAV: Net asset value NCL(s): Net credit losses. Represents gross credit losses, less gross credit recoveries. NCL ratio*: Represents net credit losses (recoveries) (annualized), divided by average loans for the reporting period. Net capital rule: Rule 15c3-1 under the Securities Exchange Act of 1934. NIM*: Net interest margin expressed as a yield percentage, calculated as annualized net interest income divided by average interest-earning assets for the period. NM: Not meaningful Noncontrolling interests: The portion of an investment that has been consolidated by Citi that is not 100% owned by Citi. Non-GAAP financial measure: Management uses these financial measures because it believes they provide information to enable investors to understand the underlying operational performance and trends of Citi and its businesses. Note: All “Note” references correspond to the Notes to the Consolidated Financial Statements herein, unless otherwise indicated. NSFR: Net stable funding ratio O/S: Outstanding OCC: Office of the Comptroller of the Currency OCI: Other comprehensive income (loss) OREO: Other real estate owned OTTI: Other-than-temporary impairment Over-the-counter cleared (OTC-cleared) derivatives: Derivative contracts that are negotiated and executed bilaterally, but subsequently settled via a central clearing house, such that each derivative counterparty is only exposed to the default of that clearing house. Over-the-counter (OTC) derivatives: Derivative contracts that are negotiated, executed and settled bilaterally between two derivative counterparties, where one or both counterparties is a derivatives dealer. Parent company: Citigroup Inc. Partner payments: Payments made to credit card partners primarily based on program sales and profitability. PD: Probability of default Prime balances: Prime balances are defined as clients’ billable balances where Citi provides cash or synthetic prime brokerage services. Management uses this information in reviewing the business’s size and growth and believes it is useful to investors concerning underlying business size and growth trends. Principal transactions revenue: Primarily trading-related revenues predominantly generated by the Services, Markets and Banking businesses. See Note 6. Provision for credit losses: Composed of the provision for credit losses on loans, provision for credit losses on HTM investments, provision for credit losses on other assets and provision for credit losses on unfunded lending commitments. Provisions: Provisions for credit losses and for benefits and claims. Purchased credit-deteriorated: Purchased credit-deteriorated assets are financial assets that as of the date of acquisition have experienced a more-than-insignificant deterioration in credit quality since origination, as determined by the Company. R&S forecast period: Reasonable and supportable period over which Citi forecasts future macroeconomic conditions for CECL purposes. Real GDP: Real gross domestic product is the inflation-adjusted value of the goods and services produced by labor and property located in a country. Reconciling Items: Divestiture-related impacts excluded from the results of All Other, as well as All Other—Legacy Franchises on a managed basis. The Reconciling Items are fully reflected in Citi’s Consolidated Statement of Income for each respective line item. Regulatory VAR: Daily aggregated VAR calculated in accordance with regulatory rules. Release: A net decrease in ACL through the provision for credit losses. Reported basis: Financial statements prepared under U.S. GAAP. Results of operations that exclude certain impacts from gains or losses on sale, or one-time charges*: Represents GAAP items, excluding the impact of gains or losses on sales, or one-time charges (e.g., the loss on sale related to the sale of Citi’s consumer banking business in Australia). Results of operations that exclude the impact of FX translation*: Represents GAAP items, excluding the impact of FX translation, whereby the prior periods’ foreign currency balances are translated into U.S. dollars at the current period’s conversion rates (also known as constant dollar). GAAP measures excluding the impact of FX translation are non-GAAP financial measures. Retail Services: Citi’s U.S. retail services cards business with a portfolio of co-brand and private label relationships (including, among others, The Home Depot, Best Buy, Macy’s and Sears). RoTCE*: Return on tangible common equity. Represents net income less preferred dividends (both annualized), divided by average tangible common equity for the period. RWA: Risk-weighted assets. Basel III establishes two comprehensive approaches for calculating RWA (the Standardized Approach and the Advanced Approaches), which include capital requirements for credit risk, market risk and operational risk for Advanced Approaches. Key differences in the calculation of credit risk RWA between the Standardized and Advanced Approaches are that for Advanced, credit risk RWA is based on risk-sensitive approaches that largely rely on the use of internal credit models and parameters, whereas for Standardized, credit risk RWA is generally based on supervisory risk weightings, which vary primarily by counterparty type and asset class. Market risk RWA is calculated on a generally consistent basis between Basel III Standardized Approach and Basel III Advanced Approaches. S&P: Standard and Poor’s Global Ratings SCB: Stress Capital Buffer SEC: The U.S. Securities and Exchange Commission SLR: Supplementary Leverage ratio. Represents Tier 1 Capital divided by Total Leverage Exposure. SOFR: Secured Overnight Financing Rate SPEs: Special purpose entities Standardized Approach: Established through Basel III, the Standardized Approach aligns regulatory capital requirements more closely with the key elements of banking risk by introducing a wider differentiation of risk weights and a wider recognition of credit risk mitigation techniques, while avoiding excessive complexity. Accordingly, the Standardized Approach produces capital ratios more in line with the actual economic risks that banks face. Tangible book value per share (TBVPS)*: Represents tangible common equity divided by EOP common shares outstanding. Tangible common equity (TCE): Represents common stockholders’ equity less goodwill and identifiable intangible assets, other than MSRs. Taxable equivalent basis: Represents the total revenue, net of interest expense for the business, adjusted for revenue from investments that receive tax credits and the impact of tax-exempt securities. This metric presents results on a level comparable to taxable investments and securities. GAAP measures on a taxable equivalent basis, including the metrics derived from these measures, are non-GAAP financial measures. TDR: Troubled debt restructuring. Prior to January 1, 2023, a TDR was deemed to occur when the Company modified the original terms of a loan agreement by granting a concession to a borrower that was experiencing financial difficulty. Loans with short-term and other insignificant modifications that are not considered concessions were not TDRs. The accounting guidance for TDRs was eliminated with the adoption of ASU 2022-02. See “Accounting Changes” in Note 1 to the Consolidated Financial Statements in Citi’s 2023 Form 10-K. TEGU: taxable equivalent gross-up adjustments TLAC: Total loss-absorbing capacity Total ACL: Allowance for credit losses, which comprises the allowance for credit losses on loans (ACLL), allowance for credit losses on unfunded lending commitments (ACLUC), allowance for credit losses on HTM securities and allowance for credit losses on other assets. Total payout ratio*: Represents total common dividends declared plus common share repurchases as a percentage of net income available to common shareholders. Transformation: Citi has embarked on a multiyear transformation, with the target outcome to change Citi’s business and operating models such that they simultaneously strengthen risk and controls and improve Citi’s value to customers, clients and shareholders. Unaudited: Financial statements and information that have not been subjected to auditing procedures sufficient to permit an independent certified public accountant to express an opinion. U.S. Treasury: U.S. Department of the Treasury VAR: Value at risk. A measure of the dollar amount of potential loss from adverse market moves in an ordinary market environment. VIEs: Variable interest entities Wallet: Proportion of fee revenue based on estimates of investment banking fees generated across the industry (i.e., the revenue wallet) from investment banking transactions in M&A, equity and debt underwriting, and loan syndications. As of September 30, 2024 Fair value(1) (in millions) Methodology Input Low(2) High Weighted average(3) Loans HFS $211 Price-based Price $95.73 $100.00 $97.91 Loans(5) $149 Cash flow Appraised value(4) $12,000 $78,595,495 $40,009,156 62 Recovery analysis Non-marketable equity securities measured using the measurement alternative $70 Price-based Price $1.23 $519.72 $110.65 33 Comparable analysis Revenue multiple 6.10x 9.19x 6.89x Illiquidity discount 18.40% 19.50% 18.95% Other real estate owned $7 Price-based Appraised value(4) $21,600 $342,000 $194,563 Price $— $8,427.00 $123.38 --- ## EX-3.1 SEC source: [citi-exh31x9302024.htm](https://www.sec.gov/Archives/edgar/data/831001/000083100124000134/citi-exh31x9302024.htm) Exhibit 3.1 RESTATED CERTIFICATE OF INCORPORATION OF 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. B. The provisions of Section A of this Article EIGHTH shall not be applicable to any particular Business Combination, and such Business Combination shall require only such affirmative vote, if any, as is required by law or by any other provision of this Certificate of Incorporation or the By-Laws of the Corporation or otherwise, if all of the conditions specified in either of the following Paragraphs 1 or 2 are met; provided, however, that in the case of a Business Combination that does not involve the payment of consideration to the holders of the Corporation’s outstanding 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: 1.The Business Combination shall have been approved (and such approval not subsequently rescinded) by a majority of the Continuing Directors (as hereinafter defined), either specifically or as a transaction which is within an approved category of transactions with an Interested Stockholder. Such approval may be given prior to or subsequent to the acquisition of, or announcement or public disclosure of the intention to acquire, beneficial ownership of the Voting Stock that caused the Interested Stockholder to become an Interested Stockholder, provided, however, that approval shall be effective for the purposes of this Paragraph 1 only if obtained at a meeting at which a Continuing Director Quorum (as hereinafter defined) was present; and provided further, that such approval may be rescinded by a majority of the Continuing Directors at any meeting at which a Continuing Director Quorum is present and which is held prior to consummation of the proposed Business Combination. 2.All of the following conditions, if applicable, shall have been met: 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. 4.The term “Interested Stockholder” shall mean any person (other than the Corporation or any Subsidiary and other than any profit-sharing, employee stock ownership or other employee benefit plan of the Corporation or any trustee of or fiduciary with respect to any such plan when acting in such capacity) who (a) is, or has announced or publicly disclosed a plan or intention to become, the beneficial owner of Voting Stock representing twenty-five percent (25%) or more of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock; or (b) is an Affiliate or Associate of the Corporation and at any time within the two-year period immediately prior to the date in question was the beneficial owner of Voting Stock representing twenty-five percent (25%) or more of the votes entitled to be cast by the holders of all then outstanding shares of Voting Stock. 5.A person shall be a “beneficial owner” of any Capital Stock (a) which such person or any of its Affiliates or Associates beneficially owns directly or indirectly; (b) which such person or any of its Affiliates or Associates has, directly or indirectly, (i) the right to acquire (whether such right is exercisable immediately or subject only to the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (ii) the right to vote pursuant to any agreement, arrangement or understanding; or (c) which is beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Capital Stock. For the purposes of determining whether a person is an Interested Stockholder pursuant to Paragraph 4 of this Section C, the number of shares of Capital Stock deemed to be outstanding shall include shares deemed beneficially owned by such person through application of this Paragraph 5 of Section C, but shall not include any other shares of Capital Stock that may be reserved for issuance or issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. 6.The terms “Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 under the Act as in effect on the date that this Article EIGHTH is approved and adopted by the Sole Incorporator (the term “registrant” in said Rule 12b-2 meaning in this case the Corporation); provided, however, that the terms “Affiliate” and “Associate” shall not include any profit-sharing, employee stock ownership or other employee benefit plan of the Corporation or any trustee of or fiduciary with respect to any such plan when acting in such capacity. 7.The term “Subsidiary” means any company of which a majority of any class of equity security is beneficially owned by the Corporation; provided, however, that for the purposes of the definition of Interested Stockholder set forth in Paragraph 4 of this Section C, the term “Subsidiary” shall mean only a company of which a majority of each class of equity security is beneficially owned by the Corporation. 8.The term “Major Subsidiary” means a Subsidiary having assets of twenty-five million dollars ($25,000,000) or more as reflected in the most recent fiscal year-end audited, or if unavailable, unaudited, consolidated balance sheet, prepared in accordance with applicable state insurance law with respect to 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. 9.The term “Continuing Director” means any member of the Board of Directors of the Corporation, while such person is a member of the Board of Directors, who is not an Affiliate or Associate or representative of the Interested Stockholder and who was a member of the Board of Directors prior to the time that the Interested Stockholder became an Interested Stockholder, and any successor of a Continuing Director while such successor is a member of the Board of Directors, who is not an Affiliate or Associate or representative of the Interested Stockholder and who is recommended or elected to succeed the Continuing Director by a majority of the Continuing Directors; provided, however, that the term “Continuing Director” shall not include any officer of the Corporation or of any Affiliate or Associate of the Corporation. 10.The term “Fair Market Value” means (a) in the case of cash, the amount of such cash; (b) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Act on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Dealers, Inc. Automated Quotations System or any similar system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by a majority of the Continuing Directors in good faith; and (c) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined in good faith by a majority of the Continuing Directors. 11.The term “Continuing Director Quorum” means at least two (2) Continuing Directors capable of exercising the power conferred upon them under the provisions of the Certificate of Incorporation and By-Laws of the Corporation. 12.In the event of any Business Combination in which the Corporation survives, the phrase “consideration other than cash to be received” as used in Paragraph 2 of Section B of this Article EIGHTH shall include the shares of Common Stock and/or the shares of any other class or series of Capital Stock retained by the holders of such shares. 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) 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 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. 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 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. “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 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. “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 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. 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 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)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 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) 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 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. 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 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. 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 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. 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 % 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. 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. 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. 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 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: (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 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. “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. “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 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. “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 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. 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 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) 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 F Preferred Stock at the time outstanding, on any Dividend Payment Date as to which the Company has declared a dividend in full on the Series F Preferred Stock on or after the Dividend Payment Date on June 15, 2013, upon notice given as provided in Section 6(b) below, and at a redemption price equal to $25,000 per share. (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) 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 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) 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 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. 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 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. 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 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. 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 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. 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 8.50% NON-CUMULATIVE PREFERRED STOCK, SERIES F 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. 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. 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. “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. “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. “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. “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). “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. “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 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. 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. (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)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 Convertible Preferred Stock at the time outstanding, on any Dividend Payment Date as to which the Company has declared a dividend in full on the Convertible Preferred Stock on or after the Dividend Payment Date on February 15, 2015, upon notice given as provided in Section 6(b) below, and at a redemption price equal to $50,000 per share. 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)Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, in trust for the pro rata benefit of the Holders of the shares called for redemption, so as to be and continue to be available therefor, or deposited by the Company with a bank or trust company selected by the Board of Directors, the Preferred Stock Committee or any other duly authorized committee thereof (the “Trust”) in trust for the pro rata benefit of the Holders of the shares called for redemption, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date all shares so called for redemption shall cease to be outstanding, all dividends with respect to such shares shall cease to accrue on such redemption date, and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the Holders thereof to receive the amount payable on such redemption from the Trust at any time after the redemption date from the funds so deposited, without interest. The Company shall be entitled to receive, from time to time, from the Trust any interest accrued on such funds, and the Holders of any shares called for redemption shall have no claim to any such interest. Any funds so deposited and unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released or repaid to the Company, and in the event of such repayment to the Company, the Holders of the shares so called for redemption shall be deemed to be unsecured creditors of the Company for an amount equivalent to the amount deposited as stated above for the redemption of such shares and so repaid to the Company, but shall in no event be entitled to any interest. (e)Conversion Prior to Redemption. If the Convertible Preferred Stock has been called for redemption, a holder will be entitled to convert the Convertible Preferred Stock from the date of notice of the redemption until the close of business on the second Business Day immediately preceding the date of redemption. 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: | Line item | Stock Price | Stock Price | Stock Price | Stock Price | Stock Price | Stock Price | Stock Price | Stock Price | Stock Price | 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. (c)When No Adjustment Required. (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. 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 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)Mutilated, Destroyed, Stolen and Lost Certificates. If physical certificates are issued, the Company shall replace any mutilated certificate at the Holder’s expense upon surrender of that certificate to the Transfer Agent. The Company shall replace certificates that become destroyed, stolen or lost at the Holder’s expense upon delivery to the Company and the Transfer Agent of satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be required by the Transfer Agent and the Company. (b)Certificates Following Conversion. If physical certificates are issued, the Company shall not be required to issue any certificates representing the Convertible Preferred Stock on or after the applicable Conversion Date. In place of the delivery of a replacement certificate following the applicable Conversion Date, the Transfer Agent, upon delivery of the evidence and indemnity described in clause (a) above, shall deliver the shares of Common Stock pursuant to the terms of the Convertible Preferred Stock formerly evidenced by the certificate. 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. 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 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. 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 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: (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.) CERTIFICATE OF INCREASE OF SERIES R CUMULATIVE PARTICIPATING PREFERRED STOCK OF 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 OF 5.950% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES A OF 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 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. “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 A Preferred Stock, and its successors and assigns. “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. “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) Rate. Holders shall be entitled to receive, when, as and if declared by the Board of Directors or any duly authorized committee thereof, but only out of funds legally available therefor, noncumulative cash dividends on each share of Series A Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) semi-annually in arrears on each July 30 and January 30, beginning July 30, 2013, from and including the date of issuance to, but excluding, January 30, 2023, and (ii) quarterly in arrears on each January 30, April 30, July 30, and October 30, beginning April 30, 2023 from and including January 30, 2023; provided, however, if any such day is not a Business Day, then payment of any dividend otherwise payable on that date will be made on the next succeeding day that is a Business Day (except if after January 30, 2023 that day falls in the next calendar month, in which case the payment of any dividend otherwise payable will be made on the first preceding Business Day) (i) on or prior to January 30, 2023, 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. 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 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. 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 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: (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.) CERTIFICATE OF DESIGNATIONS OF 5.90% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES B OF 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 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: “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. “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 B Preferred Stock, and its successors and assigns. “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. “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. “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 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. “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 B 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, 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. 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 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. 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 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) 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 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. 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 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 12th 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: 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. 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 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: ___________________________________________________ (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.) 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 OF 5.80% NONCUMULATIVE PREFERRED STOCK SERIES C OF 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: “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. “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 C Preferred Stock, and its successors and assigns. “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. “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. “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 C 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, 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 C Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) quarterly in arrears on each April 22, July 22, October 22 and January 22, beginning July 22, 2013; , 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 C 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 C Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to 5.80%. The record date for payment of dividends on the Series C 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 will be computed on the basis of a 360-day year of twelve 30-day months. (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. 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 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. 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 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. (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 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. (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 C 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 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. 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 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 25th 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: 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. 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 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: ___________________________________________________ (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.) CERTIFICATE OF DESIGNATIONS OF 5.350% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES D OF 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 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: “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. “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 D Preferred Stock, and its successors and assigns. “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. “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. “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 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. “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 D 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, 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 D Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) semi-annually in arrears on each May 15 and November 15, beginning November 15, 2013, from and including the date of issuance to, but excluding, May 15, 2023, and (ii) quarterly in arrears on each February 15, May 15, August 15, and November 15, beginning August 15, 2023 from and including May 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 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: (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 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. 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 D 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 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.” (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 D 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 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. (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 D 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 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. 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 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 29th 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: 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. 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 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: ___________________________________________________ (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.) 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 1st 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 1st day of July, 2013. CITIGROUP INC.                          By: /s/ Martin A. Waters Martin A. Waters Assistant Treasurer CERTIFICATE OF DESIGNATIONS OF 7.125% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES J OF 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 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: “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. “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 J Preferred Stock, and its successors and assigns. “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. “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. “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 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. “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 J 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, 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 J Preferred Stock in the amounts specified below in this Section 4, and no more, payable quarterly in arrears on each March 30, June 30, September 30 and December 30, beginning December 30, 2013, from and including the date of issuance; 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 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: (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 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. 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 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. (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 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. (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 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.” (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 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. (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 J 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 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. 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 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 18th 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: 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. 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 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: ___________________________________________________ (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.) 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 9th day of October, 2013. CITIGROUP INC. By: /s/Michael J. Tarpley Michael J. Tarpley Assistant Secretary CERTIFICATE OF DESIGNATIONS OF 6.875% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES K OF 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 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: “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. “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 K Preferred Stock, and its successors and assigns. “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. “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 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 K 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 K 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 K 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 K 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 K 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 K 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 K Preferred Stock” shall have the meaning set forth in Section 1 hereof. “Series K 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 November 15, 2023, 0.2381%. 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 K 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, 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 K Preferred Stock in the amounts specified below in this Section 4, and no more, payable quarterly in arrears on each February 15, May 15, August 15 and November 15, beginning February 15, 2014, from and including the date of issuance; 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 November 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 November 15, 2023, without any interest or other payment in respect of such postponement, and (ii) after November 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 K 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 K Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 6.875%, for each Dividend Period from and including the date of issuance to, but excluding, November 15, 2023 and (ii) Three-month LIBOR plus 4.130%, for each Dividend Period from and including November 15, 2023. The record date for payment of dividends on the Series K 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 November 15, 2023 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after November 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 K 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 K 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 K Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series K 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 K Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series K Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series K Preferred Stock in the payment of dividends, all dividends declared upon shares of Series K 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 K 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 K 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 K 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 K 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 K Preferred Stock at the time outstanding, on any Dividend Payment Date on or after November 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 K 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 K Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series K Preferred Stock. Each notice shall state: (i) the redemption date; (ii) the total number of shares of Series K 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 K 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 K Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series K Preferred Stock held by such Holders, (ii) by lot or (iii) 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; provided, however, that if for so long as the Series K Preferred Stock or depositary shares in respect thereof are listed on the New York Stock Exchange, the foregoing clause (iii) shall apply only if such method of selection is not then prohibited by any then applicable rule of the New York Stock Exchange or the New York Stock Exchange consents to or grants a waiver or exemption from such rule. 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 K 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 K Preferred Stock or any other class or series of preferred stock that ranks on parity with Series K 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 K 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 K 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 K 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 K Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series K 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 K 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 K 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 K 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 K 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 K 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 K 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 K 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 K Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series K Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series K 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 K Preferred Stock prior to such merger or consolidation), and (ii) such Series K 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 K 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 K 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 K 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 K 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 K 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 K 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 K 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 K 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 K 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 K 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 K 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 K Preferred Stock Certificates. Series K Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series K Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series K 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 K 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 K Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series K Preferred Stock Certificate, such Series K Preferred Stock Certificate shall be valid nevertheless. A Series K Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series K Preferred Stock Certificate. Each Series K 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 K 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 K Preferred Stock, in a name other than that in which the shares of Series K 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 K 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 K 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 30th day of October, 2013. CITIGROUP INC. By: _/c/ Jeffrey R. Walsh_________________________ Name: Jeffrey R. Walsh Title: Chief Accounting Officer Exhibit A FORM OF 6.875% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES K Certificate Number_______ Number of Shares of Series K Preferred Stock______ CUSIP NO.: CITIGROUP INC. 6.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series K (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 6.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series K, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series K Preferred Stock”). The shares of Series K 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 K Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated October 30, 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 K 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 K 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 K 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 K Preferred Stock shall be payable at the rate provided in the Certificate of Designations. The shares of Series K 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. 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 K 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 K 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.) CORRECTED CERTIFICATE OF DESIGNATIONS OF 6.300% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES M OF CITIGROUP INC. pursuant to Sections 103(f) and 151 of the General Corporation Law of the State of Delaware Citigroup Inc., a Delaware corporation (the “Company”), hereby certifies that: On April 29, 2014, the Company filed with the Secretary of State of the State of Delaware the Certificate of Designations of 6.300% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series M (the “Certificate”), which was an inaccurate record of the corporate action referred to therein in that Section 4(a) of the Certificate omitted the interest payment dates for the floating rate interest period and contained similar typographical errors. The Certificate is hereby corrected to read, in its entirety, as set forth below: 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 preferred stock committee (the “Preferred Stock Committee”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on April 23, 2014, adopted resolutions (i) authorizing the issuance and sale of up to 70,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 6.300% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series M (the “Series M Preferred Stock”) establishing the number of shares to be included in this Series M Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series M Preferred Stock and the qualifications, limitations or restrictions thereof as follows: Section 1. Designation. The designation of the series of preferred stock shall be “6.300% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series M” (the “Series M Preferred Stock”). Each share of Series M Preferred Stock shall be identical in all respects to every other share of Series M Preferred Stock. Section 2. Number of Shares. The number of authorized shares of Series M Preferred Stock shall be 70,000. 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 M 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 M Preferred Stock. Section 3. Definitions. As used herein with respect to Series M 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. “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 M Preferred Stock, and its successors and assigns. “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. “Holder” means the Person in whose name the shares of the Series M 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 M 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 M 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 M 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 M 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 M 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 M 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 M 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 M 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 M Preferred Stock” shall have the meaning set forth in Section 1 hereof. “Series M 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, 2024, 0.2288%. 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 M 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, 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 M Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) semiannually in arrears on each May 15 and November 15 (each, a “Dividend Payment Date”), beginning November 15, 2014, from and including the date of issuance to, but excluding, May 15, 2024; 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 postponement, and (ii) quarterly in arrears on each February 15, May 15, August 15 and November 15, beginning August 15, 2024, from and including May 15, 2024; 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 that day falls in the next calendar month, in which case, the payment of any dividend otherwise payable will be made on the immediately preceding Business Day, with dividends accruing to the actual payment date (each such day on which dividends are payable for any Dividend Period (as defined below) after the Dividend Period to but excluding May 15, 2024, a “Dividend Payment Date”). The period from and including the date of issuance of the Series M 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 M Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 6.300%, for each Dividend Period from and including the date of issuance to, but excluding, May 15, 2024 and (ii) Three-month LIBOR plus 3.423%, for each Dividend Period from and including May 15, 2024. The record date for payment of dividends on the Series M 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, 2024 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after May 15, 2024 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 M 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 M 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 M Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series M 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 M Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series M Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series M Preferred Stock in the payment of dividends, all dividends declared upon shares of Series M 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 M 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 M 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 M 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 M 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 M Preferred Stock at the time outstanding, on any Dividend Payment Date on or after May 15, 2024, 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 M 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 M Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series M Preferred Stock. Each notice shall state: (i) the redemption date; (ii) the total number of shares of Series M 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 M 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 M Preferred Stock at the time outstanding, the shares of Series M Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series M Preferred Stock held by such Holders, (ii) by lot or (iii) 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; provided, however, that if for so long as the Series M Preferred Stock or depositary shares in respect thereof are listed on the New York Stock Exchange, the foregoing clause (iii) shall apply only if such method of selection is not then prohibited by any then applicable rule of the New York Stock Exchange or the New York Stock Exchange consents to or grants a waiver or exemption from such rule. 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 M 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 M Preferred Stock or any other class or series of preferred stock that ranks on parity with Series M 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 M 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 M 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 M 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 M Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series M 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 M 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 M 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 M 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 M 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 M 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 M 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 M 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 M Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series M Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series M 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 M Preferred Stock prior to such merger or consolidation), and (ii) such Series M 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 M 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 M 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 M 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 M 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 M 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 M 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 M 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 M 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 M 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 M 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 M 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 M Preferred Stock Certificates. Series M Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series M Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series M 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 M 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 M Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series M Preferred Stock Certificate, such Series M Preferred Stock Certificate shall be valid nevertheless. A Series M Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series M Preferred Stock Certificate. Each Series M 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 M 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 M Preferred Stock, in a name other than that in which the shares of Series M 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 M 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 M 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 Corrected Certificate of Designations has been executed on behalf of the Company by its Chief Accounting Officer this 30th day of July, 2014. CITIGROUP INC. By: /s/ Jeffrey R. Walsh Name: Jeffrey R. Walsh Title: Chief Accounting Officer Exhibit A FORM OF 6.300% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES M Certificate Number_______ Number of Shares of Series M Preferred Stock______ CUSIP NO.: CITIGROUP INC. 6.300% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series M (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 6.300% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series M, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series M Preferred Stock”). The shares of Series M 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 M Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated April 29, 2014 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 M 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 M 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 M 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 M Preferred Stock shall be payable at the rate provided in the Certificate of Designations. The shares of Series M 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. 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 M 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 M 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.) CERTIFICATE OF DESIGNATIONS OF 5.800% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES N OF CITIGROUP INC. pursuant to Sections 103(f) and 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 preferred stock committee (the “Preferred Stock Committee”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on October 22, 2014, 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 5.800% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series N (the “Series N Preferred Stock”) establishing the number of shares to be included in this Series N Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series N Preferred Stock and the qualifications, limitations or restrictions thereof as follows: Section 1. Designation. The designation of the series of preferred stock shall be “5.800% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series N” (the “Series N Preferred Stock”). Each share of Series N Preferred Stock shall be identical in all respects to every other share of Series N Preferred Stock. Section 2. Number of Shares. The number of authorized shares of Series N 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 N 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 N Preferred Stock. Section 3. Definitions. As used herein with respect to Series N 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. “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 N Preferred Stock, and its successors and assigns. “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. “Holder” means the Person in whose name the shares of the Series N 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 N 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 N 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 N 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 N 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 N 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 N 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 N 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 N 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 N Preferred Stock” shall have the meaning set forth in Section 1 hereof. “Series N 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 November 15, 2019, 0.2328%. 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 N 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, 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 N Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) semiannually in arrears on each May 15 and November 15 (each, a “Dividend Payment Date”), beginning May 15, 2015, from and including the date of issuance to, but excluding, November 15, 2019; 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 postponement, and (ii) quarterly in arrears on each February 15, May 15, August 15 and November 15, beginning August 15, 2024, from and including November 15, 2019; 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 that day falls in the next calendar month, in which case, the payment of any dividend otherwise payable will be made on the immediately preceding Business Day, with dividends accruing to the actual payment date (each such day on which dividends are payable for any Dividend Period (as defined below) after the Dividend Period to but excluding November 15, 2019, a “Dividend Payment Date”). The period from and including the date of issuance of the Series N 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 N Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 5.800%, for each Dividend Period from and including the date of issuance to, but excluding, November 15, 2019 and (ii) Three-month LIBOR plus 4.093%, for each Dividend Period from and including November 15, 2019. The record date for payment of dividends on the Series N 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 November 15, 2019 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after November 15, 2019 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 N 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 N 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 N Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series N 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 N Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series N Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series N Preferred Stock in the payment of dividends, all dividends declared upon shares of Series N 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 N 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 N 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 N 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 N 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 N Preferred Stock at the time outstanding, on any Dividend Payment Date on or after November 15, 2019, 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 N 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 N Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series N Preferred Stock. Each notice shall state: (i) the redemption date; (ii) the total number of shares of Series N 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 N 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 N Preferred Stock at the time outstanding, the shares of Series N Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series N Preferred Stock held by such Holders, (ii) by lot or (iii) 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; provided, however, that if for so long as the Series N Preferred Stock or depositary shares in respect thereof are listed on the New York Stock Exchange, the foregoing clause (iii) shall apply only if such method of selection is not then prohibited by any then applicable rule of the New York Stock Exchange or the New York Stock Exchange consents to or grants a waiver or exemption from such rule. 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 N 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 N Preferred Stock or any other class or series of preferred stock that ranks on parity with Series N 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 N 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 of the Company, 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 N 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 N 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 N Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series N 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 N 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 N 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 N 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 N 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 N 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 N 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 N 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 N Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series N Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series N 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 N Preferred Stock prior to such merger or consolidation), and (ii) such Series N 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 N 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 N 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 N 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 N 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 N 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 N 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 N 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 N 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 N 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 N 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 N 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 N Preferred Stock Certificates. Series N Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series N Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series N 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 N 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 N Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series N Preferred Stock Certificate, such Series N Preferred Stock Certificate shall be valid nevertheless. A Series N Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series N Preferred Stock Certificate. Each Series N 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 N 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 N Preferred Stock, in a name other than that in which the shares of Series N 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 N 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 N 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 has been executed on behalf of the Company by its Chief Accounting Officer this 28th day of October, 2014. CITIGROUP INC. By: _/s/ Jeffrey R. Walsh______________ Name: Jeffrey R. Walsh Title: Chief Accounting Officer Exhibit A FORM OF 5.800% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES N Certificate Number_______ Number of Shares of Series N Preferred Stock______ CUSIP NO.: CITIGROUP INC. 5.800% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series N (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 5.800% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series N, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series N Preferred Stock”). The shares of Series N 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 N Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated October 28, 2014 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 N 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 N 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 N 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 N Preferred Stock shall be payable at the rate provided in the Certificate of Designations. The shares of Series N 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. 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 N 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 N 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.) CERTIFICATE OF DESIGNATIONS OF 5.875% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES O OF CITIGROUP INC. pursuant to Sections 103(f) and 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 preferred stock committee (the “Preferred Stock Committee”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on March 13, 2015, 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 5.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series O (the “Series O Preferred Stock”) establishing the number of shares to be included in this Series O Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series O Preferred Stock and the qualifications, limitations or restrictions thereof as follows: Section 1. Designation. The designation of the series of preferred stock shall be “5.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series O” (the “Series O Preferred Stock”). Each share of Series O Preferred Stock shall be identical in all respects to every other share of Series O Preferred Stock. Section 2. Number of Shares. The number of authorized shares of Series O 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 O 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 O Preferred Stock. Section 3. Definitions. As used herein with respect to Series O 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. “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 O Preferred Stock, and its successors and assigns. “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. “Holder” means the Person in whose name the shares of the Series O 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 O 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 O 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 O 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 O 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 O 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 O 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 O 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 O 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 O Preferred Stock” shall have the meaning set forth in Section 1 hereof. “Series O 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 March 27, 2020, 0.27065%. 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 O 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, 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 O Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) semiannually in arrears on each March 27 and September 27 (each, a “Dividend Payment Date”), beginning September 27, 2015, from and including the date of issuance to, but excluding, March 27, 2020; 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 postponement, and (ii) quarterly in arrears on each March 27, June 27, September 27 and December 27, beginning June 27, 2020, from and including March 27, 2020; 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 that day falls in the next calendar month, in which case, the payment of any dividend otherwise payable will be made on the immediately preceding Business Day, with dividends accruing to the actual payment date (each such day on which dividends are payable for any Dividend Period (as defined below) after the Dividend Period to but excluding March 27, 2020, a “Dividend Payment Date”). The period from and including the date of issuance of the Series O 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 O Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 5.875%, for each Dividend Period from and including the date of issuance to, but excluding, March 27, 2020 and (ii) Three-month LIBOR plus 4.059%, for each Dividend Period from and including March 27, 2020. The record date for payment of dividends on the Series O 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 March 27, 2020 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after March 27, 2020 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 O 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 O 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 O Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series O 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 O Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series O Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series O Preferred Stock in the payment of dividends, all dividends declared upon shares of Series O 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 O 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 O 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 O 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 O 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 O Preferred Stock at the time outstanding, on any Dividend Payment Date on or after March 27, 2020, 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 O 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 O Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series O Preferred Stock. Each notice shall state: (i) the redemption date; (ii) the total number of shares of Series O 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 O 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 O Preferred Stock at the time outstanding, the shares of Series O Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series O Preferred Stock held by such Holders, (ii) by lot or (iii) 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; provided, however, that if for so long as the Series O Preferred Stock or depositary shares in respect thereof are listed on the New York Stock Exchange, the foregoing clause (iii) shall apply only if such method of selection is not then prohibited by any then applicable rule of the New York Stock Exchange or the New York Stock Exchange consents to or grants a waiver or exemption from such rule. 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 O 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 O Preferred Stock or any other class or series of preferred stock that ranks on parity with Series O 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 O 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 of the Company, 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 O 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 O 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 O Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series O 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 O 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 O 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 O 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 O 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 O 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 O 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 O 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 O Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series O Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series O 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 O Preferred Stock prior to such merger or consolidation), and (ii) such Series O 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 O 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 O 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 O 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 O 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 O 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 O 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 O 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 O 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 O 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 O 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 O 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 O Preferred Stock Certificates. Series O Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series O Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series O 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 O 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 O Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series O Preferred Stock Certificate, such Series O Preferred Stock Certificate shall be valid nevertheless. A Series O Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series O Preferred Stock Certificate. Each Series O 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 O 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 O Preferred Stock, in a name other than that in which the shares of Series O 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 O 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 O 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 has been executed on behalf of the Company by its Chief Accounting Officer this 19th day of March, 2015. CITIGROUP INC. By: /s/ Jeffrey R. Walsh____________________ Name: Jeffrey R. Walsh Title: Chief Accounting Officer Exhibit A FORM OF 5.875% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES O Certificate Number_______ Number of Shares of Series O Preferred Stock______ CUSIP NO.: CITIGROUP INC. 5.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series O (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 5.875% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series O, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series O Preferred Stock”). The shares of Series O 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 O Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated March 19, 2015 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 O 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 O 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 O 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 O Preferred Stock shall be payable at the rate provided in the Certificate of Designations. The shares of Series O 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. 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 O 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 O 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.) CERTIFICATE OF DESIGNATIONS OF 5.950% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES P OF CITIGROUP INC. pursuant to Sections 103(f) and 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 preferred stock committee (the “Preferred Stock Committee”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on April 20, 2015, adopted resolutions (i) authorizing the issuance and sale of up to 80,000 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 P (the “Series P Preferred Stock”) establishing the number of shares to be included in this Series P Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series P 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 P” (the “Series P Preferred Stock”). Each share of Series P Preferred Stock shall be identical in all respects to every other share of Series P Preferred Stock. Section 2. Number of Shares. The number of authorized shares of Series P Preferred Stock shall be 80,000. 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 P 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 P Preferred Stock. Section 3. Definitions. As used herein with respect to Series P 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. “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 P Preferred Stock, and its successors and assigns. “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. “Holder” means the Person in whose name the shares of the Series P 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 P 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 P 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 P 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 P 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 P 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 P 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 P 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 P 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 P Preferred Stock” shall have the meaning set forth in Section 1 hereof. “Series P 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, 2025, 0.2760%. 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 P 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, 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 P Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) semiannually in arrears on each May 15 and November 15 (each, a “Dividend Payment Date”), beginning November 15, 2015, from and including the date of issuance to, but excluding, May 15, 2025; 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 postponement, and (ii) quarterly in arrears on each February 15, May 15, August 15 and November 15, beginning August 15, 2025, from and including May 15, 2025; 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 that day falls in the next calendar month, in which case, the payment of any dividend otherwise payable will be made on the immediately preceding Business Day, with dividends accruing to the actual payment date (each such day on which dividends are payable for any Dividend Period (as defined below) after the Dividend Period to but excluding May 15, 2025, a “Dividend Payment Date”). The period from and including the date of issuance of the Series P 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 P 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, May 15, 2025 and (ii) Three-month LIBOR plus 3.905%, for each Dividend Period from and including May 15, 2025. The record date for payment of dividends on the Series P 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, 2025 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after May 15, 2025 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 P 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 P 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 P Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series P 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 P Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series P Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series P Preferred Stock in the payment of dividends, all dividends declared upon shares of Series P 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 P 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 P 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 P 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 P 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 P Preferred Stock at the time outstanding, on any Dividend Payment Date on or after May 15, 2025, 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 P 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 P Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series P Preferred Stock. Each notice shall state: (i) the redemption date; (ii) the total number of shares of Series P 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 P 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 P Preferred Stock at the time outstanding, the shares of Series P Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series P Preferred Stock held by such Holders, (ii) by lot or (iii) 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; provided, however, that if for so long as the Series P Preferred Stock or depositary shares in respect thereof are listed on the New York Stock Exchange, the foregoing clause (iii) shall apply only if such method of selection is not then prohibited by any then applicable rule of the New York Stock Exchange or the New York Stock Exchange consents to or grants a waiver or exemption from such rule. 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 P 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 P Preferred Stock or any other class or series of preferred stock that ranks on parity with Series P 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 P 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 of the Company, 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 P 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 P 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 P Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series P 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 P 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 P 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 P 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 P 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 P 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 P 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 P 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 P Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series P Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series P 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 P Preferred Stock prior to such merger or consolidation), and (ii) such Series P 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 P 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 P 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 P 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 P 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 P 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 P 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 P 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 P 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 P 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 P 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 P 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 P Preferred Stock Certificates. Series P Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series P Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series P 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 P 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 P Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series P Preferred Stock Certificate, such Series P Preferred Stock Certificate shall be valid nevertheless. A Series P Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series P Preferred Stock Certificate. Each Series P 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 P 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 P Preferred Stock, in a name other than that in which the shares of Series P 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 P 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 P 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 has been executed on behalf of the Company by its Chief Accounting Officer this 23rd day of April, 2015. CITIGROUP INC. By: _/s/ Jeffrey R. Walsh_______________________ Name: Jeffrey R. Walsh Title: Chief Accounting Officer Exhibit A FORM OF 5.950% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES P Certificate Number_______ Number of Shares of Series P Preferred Stock______ CUSIP NO.: CITIGROUP INC. 5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series P (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 5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series P, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series P Preferred Stock”). The shares of Series P 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 P Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated April 23, 2015 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 P 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 P 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 P 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 P Preferred Stock shall be payable at the rate provided in the Certificate of Designations. The shares of Series P 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. 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 P 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 P 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.) CERTIFICATE OF DESIGNATIONS OF 5.950 % FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES Q OF CITIGROUP INC. pursuant to Sections 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 preferred stock committee (the “Preferred Stock Committee”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on August 5, 2015, 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 5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series Q (the “Series Q Preferred Stock”) establishing the number of shares to be included in this Series Q Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series Q 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 Q” (the “Series Q Preferred Stock”). Each share of Series Q Preferred Stock shall be identical in all respects to every other share of Series Q Preferred Stock. Section 2. Number of Shares. The number of authorized shares of Series Q 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 Q 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 Q Preferred Stock. Section 3. Definitions. As used herein with respect to Series Q 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. “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 Q Preferred Stock, and its successors and assigns. “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. “Holder” means the Person in whose name the shares of the Series Q 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 Q 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 Q 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 Q 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 Q 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 Q 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 Q 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 Q 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 Q 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 Q Preferred Stock” shall have the meaning set forth in Section 1 hereof. “Series Q 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 August 15, 2020, 0.30110%. 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 Q 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, 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 Q Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) semiannually in arrears on each February 15 and August 15 (each, a “Dividend Payment Date”), beginning February 15, 2016, from and including the date of issuance to, but excluding, August 15, 2020; 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 postponement, and (ii) quarterly in arrears on each February 15, May 15, August 15 and November 15, beginning November 15, 2020, from and including August 15, 2020; 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 that day falls in the next calendar month, in which case, the payment of any dividend otherwise payable will be made on the immediately preceding Business Day, with dividends accruing to the actual payment date (each such day on which dividends are payable for any Dividend Period (as defined below) after the Dividend Period to but excluding August 15, 2020, a “Dividend Payment Date”). The period from and including the date of issuance of the Series Q 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 Q 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, August 15, 2020 and (ii) Three-month LIBOR plus 4.095%, for each Dividend Period from and including August 15, 2020. The record date for payment of dividends on the Series Q 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 August 15, 2020 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after August 15, 2020 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 Q 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 Q 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 Q Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series Q 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 Q Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series Q Preferred Stock and any class or Series of stock of the Company now existing or hereafter authorized that ranks equally with the Series Q Preferred Stock in the payment of dividends, all dividends declared upon shares of Series Q 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 Q 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 Q 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 Q 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 Q 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 Q Preferred Stock at the time outstanding, on any Dividend Payment Date on or after August 15, 2020, 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 Q 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 Q Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series Q Preferred Stock. Each notice shall state: (i) the redemption date; (ii) the total number of shares of Series Q 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 Q 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 Q Preferred Stock at the time outstanding, the shares of Series Q Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series Q Preferred Stock held by such Holders, (ii) by lot or (iii) 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 Q 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 Q Preferred Stock or any other class or Series of preferred stock that ranks on parity with Series Q 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 Q 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 of the Company, 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 Q 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 Q 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 Q Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series Q 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 Q 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 Q 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 Q 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 Q 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 Q 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 Q 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 Q 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 Q Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series Q Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series Q 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 Q Preferred Stock prior to such merger or consolidation), and (ii) such Series Q 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 Q 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 Q 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 Q 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 Q 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 Q 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 Q 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 Q 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 Q 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 Q 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 Q 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 Q 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 Q Preferred Stock Certificates. Series Q Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series Q Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series Q 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 Q 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 Q Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series Q Preferred Stock Certificate, such Series Q Preferred Stock Certificate shall be valid nevertheless. A Series Q Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series Q Preferred Stock Certificate. Each Series Q 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 Q 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 Q Preferred Stock, in a name other than that in which the shares of Series Q 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 Q 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 Q 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 has been executed on behalf of the Company by its Chief Accounting Officer this 11th day of August, 2015. CITIGROUP INC. By: /s/ Jeffrey R. Walsh Name: Jeffrey R. Walsh Title: Chief Accounting Officer Exhibit A FORM OF 5.950 % FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES Q Certificate Number_______ Number of Shares of Series Q Preferred Stock______ CUSIP NO.: CITIGROUP INC. 5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series Q (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 5.950% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series Q, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series Q Preferred Stock”). The shares of Series Q 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 Q Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated August 11, 2015 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 Q 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 Q 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 Q 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 Q Preferred Stock shall be payable at the rate provided in the Certificate of Designations. The shares of Series Q 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. 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 Q 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 Q 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.) CERTIFICATE OF DESIGNATIONS OF 6.125 % FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES R OF CITIGROUP INC. pursuant to Sections 103(f) and 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 preferred stock committee (the “Preferred Stock Committee”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on November 5, 2015, 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 6.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series R (the “Series R Preferred Stock”) establishing the number of shares to be included in this Series R Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series R Preferred Stock and the qualifications, limitations or restrictions thereof as follows: Section 1. Designation. The designation of the Series of preferred stock shall be “6.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series R” (the “Series R Preferred Stock”). Each share of Series R Preferred Stock shall be identical in all respects to every other share of Series R Preferred Stock. Section 2. Number of Shares. The number of authorized shares of Series R 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 R 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 R Preferred Stock. Section 3. Definitions. As used herein with respect to Series R 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. “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 R Preferred Stock, and its successors and assigns. “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. “Holder” means the Person in whose name the shares of the Series R 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 R 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 R 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 R 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 R 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 R 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 R 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 R 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 R 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 R Preferred Stock” shall have the meaning set forth in Section 1 hereof. “Series R 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 November 15, 2020, 0.3439%. 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 R 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, 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 R Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) semiannually in arrears on each `May 15 and November 15 (each, a “Dividend Payment Date”), beginning May 15, 2016, from and including the date of issuance to, but excluding, November 15, 2020; 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 postponement, and (ii) quarterly in arrears on each February 15, May 15, August 15 and November 15, beginning February 15, 2021, from and including November 15, 2020; 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 that day falls in the next calendar month, in which case, the payment of any dividend otherwise payable will be made on the immediately preceding Business Day, with dividends accruing to the actual payment date (each such day on which dividends are payable for any Dividend Period (as defined below) after the Dividend Period to but excluding November 15, 2020, a “Dividend Payment Date”). The period from and including the date of issuance of the Series R 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 R Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 6.125%, for each Dividend Period from and including the date of issuance to, but excluding, November 15, 2020 and (ii) Three-month LIBOR plus 4.478%, for each Dividend Period from and including November 15, 2020. The record date for payment of dividends on the Series R 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 November 15, 2020 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after November 15, 2020 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 R 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 R 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 R Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series R 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 R Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series R Preferred Stock and any class or Series of stock of the Company now existing or hereafter authorized that ranks equally with the Series R Preferred Stock in the payment of dividends, all dividends declared upon shares of Series R 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 R 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 R 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 R 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 R 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 R Preferred Stock at the time outstanding, on any Dividend Payment Date on or after November 15, 2020, 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 R 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 R Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series R Preferred Stock. Each notice shall state: (i) the redemption date; (ii) the total number of shares of Series R 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 R 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 R Preferred Stock at the time outstanding, the shares of Series R Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series R Preferred Stock held by such Holders, (ii) by lot or (iii) 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; provided, however, that if for so long as the Series R Preferred Stock or depositary shares in respect thereof are listed on the New York Stock Exchange, the foregoing clause (iii) shall apply only if such method of selection is not then prohibited by any then applicable rule of the New York Stock Exchange or the New York Stock Exchange consents to or grants a waiver or exemption from such rule. 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 R 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 R Preferred Stock or any other class or Series of preferred stock that ranks on parity with Series R 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 R 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 of the Company, 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 R 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 R 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 R Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series R 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 R 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 R 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 R 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 R 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 R 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 R 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 R 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 R Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series R Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series R 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 R Preferred Stock prior to such merger or consolidation), and (ii) such Series R 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 R 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 R 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 R 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 R 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 R 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 R 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 R 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 R 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 R 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 R 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 R 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 R Preferred Stock Certificates. Series R Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series R Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series R 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 R 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 R Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series R Preferred Stock Certificate, such Series R Preferred Stock Certificate shall be valid nevertheless. A Series R Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series R Preferred Stock Certificate. Each Series R 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 R 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 R Preferred Stock, in a name other than that in which the shares of Series R 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 R 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 R 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 has been executed on behalf of the Company by its Chief Accounting Officer this 12th day of November, 2015. CITIGROUP INC. By: /s/ Jeffrey R. Walsh Name: Jeffrey R. Walsh Title: Chief Accounting Officer Exhibit A FORM OF 6.125 % FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES R Certificate Number_______ Number of Shares of Series R Preferred Stock______ CUSIP NO.: CITIGROUP INC. 6.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series R (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 6.125% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series R, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series R Preferred Stock”). The shares of Series R 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 R Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated November 12, 2015 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 R 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 R 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 R 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 R Preferred Stock shall be payable at the rate provided in the Certificate of Designations. The shares of Series R 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. 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 R 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 R 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.) CERTIFICATE OF DESIGNATIONS OF 6.300% NONCUMULATIVE PREFERRED STOCK SERIES S OF 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 preferred stock committee (the “Preferred Stock Committee”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on January 26, 2016, 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 6.300% Noncumulative Preferred Stock, Series S (the “Series S Preferred Stock”) establishing the number of shares to be included in this Series S Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series S Preferred Stock and the qualifications, limitations or restrictions thereof as follows: Section 1. Designation. The designation of the Series of preferred stock shall be “6.300% Noncumulative Preferred Stock, Series S” (the “Series S Preferred Stock”). Each share of Series S Preferred Stock shall be identical in all respects to every other share of Series S Preferred Stock. Section 2. Number of Shares. The number of authorized shares of Series S 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 S 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 S Preferred Stock. Section 3. Definitions. As used herein with respect to Series S 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. “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 S Preferred Stock, and its successors and assigns. “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. “Holder” means the Person in whose name the shares of the Series S 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 S 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 S 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 S 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 S 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 S 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 S 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 S 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 S Preferred Stock is outstanding. “Series S Liquidation Preference” shall have the meaning set forth in Section 5(a) hereof. “Series S Preferred Stock” shall have the meaning set forth in Section 1 hereof. “Series S Preferred Stock Certificate” shall have the meaning set forth in Section 14(a) hereof. “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 S 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, 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 S Preferred Stock in the amounts specified below in this Section 4, and no more, payable quarterly in arrears on each February 12, May 12, August 12 and November 12 (each, a “Dividend Payment Date”), beginning May 12, 2016; 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 postponement (each such day on which dividends are payable for any Dividend Period (as defined below), a “Dividend Payment Date”). The period from and including the date of issuance of the Series S 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 S Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to 6.300%. The record date for payment of dividends on the Series S 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 will be computed on the basis of a 360-day year of twelve 30-day months. (b) Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series S 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 S 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 S Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series S 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 S Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series S Preferred Stock and any class or Series of stock of the Company now existing or hereafter authorized that ranks equally with the Series S Preferred Stock in the payment of dividends, all dividends declared upon shares of Series S 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 S 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 S 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 S 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 S 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 S Preferred Stock at the time outstanding, on any Dividend Payment Date on or after February 12, 2021, 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 S 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 S Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series S Preferred Stock. Each notice shall state: (i) the redemption date; (ii) the total number of shares of Series S 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 S 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 S Preferred Stock at the time outstanding, the shares of Series S Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series S Preferred Stock held by such Holders, (ii) by lot or (iii) 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; provided, however, that if for so long as the Series S Preferred Stock or depositary shares in respect thereof are listed on the New York Stock Exchange, the foregoing clause (iii) shall apply only if such method of selection is not then prohibited by any then applicable rule of the New York Stock Exchange or the New York Stock Exchange consents to or grants a waiver or exemption from such rule. 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 S 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 S Preferred Stock or any other class or Series of preferred stock that ranks on parity with Series S 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 S 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 of the Company, 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 S 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 S 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 S Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series S 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 S 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 S 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 S 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 S 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 S 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 S 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 S 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 S Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series S Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series S 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 S Preferred Stock prior to such merger or consolidation), and (ii) such Series S 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 S 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 S 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 S 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 S 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 S 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 S 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 S 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 S 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 S 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 S 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 S 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 S Preferred Stock Certificates. Series S Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series S Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series S 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 S 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 S Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series S Preferred Stock Certificate, such Series S Preferred Stock Certificate shall be valid nevertheless. A Series S Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series S Preferred Stock Certificate. Each Series S 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 S 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 S Preferred Stock, in a name other than that in which the shares of Series S 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 S 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 S 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 has been executed on behalf of the Company by its Chief Accounting Officer this 1st day of February, 2016. CITIGROUP INC. By: /s/ Jeffrey R. Walsh Name: Jeffrey R. Walsh Title: Chief Accounting Officer Exhibit A FORM OF 6.300% NONCUMULATIVE PREFERRED STOCK, SERIES S Certificate Number_______ Number of Shares of Series S Preferred Stock______ CUSIP NO.: CITIGROUP INC. 6.300% Noncumulative Preferred Stock, Series S (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 6.300% Noncumulative Preferred Stock, Series S, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series S Preferred Stock”). The shares of Series S 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 S Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated February 1, 2016 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 S 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 S 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 S 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 S Preferred Stock shall be payable at the rate provided in the Certificate of Designations. The shares of Series S 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. 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 S 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 S 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.) CERTIFICATE OF DESIGNATIONS OF 6.250% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES T OF 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 preferred stock committee (the “Preferred Stock Committee”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on April 18, 2016, 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 6.250% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series T (the “Series T Preferred Stock”) establishing the number of shares to be included in this Series T Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series T Preferred Stock and the qualifications, limitations or restrictions thereof as follows: Section 1. Designation. The designation of the Series of preferred stock shall be “6.250% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series T” (the “Series T Preferred Stock”). Each share of Series T Preferred Stock shall be identical in all respects to every other share of Series T Preferred Stock. Section 2. Number of Shares. The number of authorized shares of Series T 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 T 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 T Preferred Stock. Section 3. Definitions. As used herein with respect to Series T 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. “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 T Preferred Stock, and its successors and assigns. “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. “Holder” means the Person in whose name the shares of the Series T 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 T 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 T 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 T 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 T 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 T 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 T 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 T 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 T 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 T Liquidation Preference” shall have the meaning set forth in Section 5(a) hereof. “Series T Preferred Stock” shall have the meaning set forth in Section 1 hereof. “Series T 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, 2026, 0.6344%. 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 T 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, 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 T Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) semiannually in arrears on each February 15 and August 15 (each, a “Dividend Payment Date”), beginning February 15, 2017, from and including the date of issuance to, but excluding, August 15, 2026; 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 postponement, and (ii) quarterly in arrears on each February 15, May 15, August 15 and November 15, beginning November 15, 2026, from and including August 15, 2026; 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 that day falls in the next calendar month, in which case, the payment of any dividend otherwise payable will be made on the immediately preceding Business Day, with dividends accruing to the actual payment date (each such day on which dividends are payable for any Dividend Period (as defined below) after the Dividend Period to, but excluding, August 15, 2026, a “Dividend Payment Date”). The period from and including the date of issuance of the Series T 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 T Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 6.250%, for each Dividend Period from and including the date of issuance to, but excluding, August 15, 2026 and (ii) Three-month LIBOR plus 4.517%, for each Dividend Period from and including August 15, 2026. The record date for payment of dividends on the Series T 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 August 15, 2026 will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable after August 15, 2026 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 T 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 T 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 T Preferred Stock remains outstanding, unless as to a Dividend Payment Date full dividends on all outstanding shares of the Series T 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 T Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series T Preferred Stock and any class or Series of stock of the Company now existing or hereafter authorized that ranks equally with the Series T Preferred Stock in the payment of dividends, all dividends declared upon shares of Series T 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 T 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 T 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 T 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 T 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 T Preferred Stock at the time outstanding, on any Dividend Payment Date on or after August 15, 2026, 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 T 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 T Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series T Preferred Stock. Each notice shall state: (i) the redemption date; (ii) the total number of shares of Series T 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 T 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 T Preferred Stock at the time outstanding, the shares of Series T Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series T Preferred Stock held by such Holders, (ii) by lot or (iii) 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 T 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 T Preferred Stock or any other class or Series of preferred stock that ranks on parity with Series T 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 T 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 of the Company, 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 T 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 T 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 T Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series T 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 T 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 T 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 T 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 T 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 T 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 T 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 T 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 T Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series T Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series T 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 T Preferred Stock prior to such merger or consolidation), and (ii) such Series T 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 T 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 T 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 T 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 T 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 T 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 T 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 T 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 T 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 T 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 T 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 T 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 T Preferred Stock Certificates. Series T Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series T Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series T 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 T 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 T Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series T Preferred Stock Certificate, such Series T Preferred Stock Certificate shall be valid nevertheless. A Series T Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series T Preferred Stock Certificate. Each Series T 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 T 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 T Preferred Stock, in a name other than that in which the shares of Series T 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 T 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 388 Greenwich Street, New York, New York 10013 (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 T 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 has been executed on behalf of the Company by its Chief Accounting Officer this 22nd day of April, 2016. CITIGROUP INC. By: /s/ Jeffrey R. Walsh Name: Jeffrey R. Walsh Title: Chief Accounting Officer Exhibit A FORM OF 6.250 % FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES T Certificate Number_______ Number of Shares of Series T Preferred Stock______ CUSIP NO.: CITIGROUP INC. 6.250% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series T (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 6.250% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series T, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series T Preferred Stock”). The shares of Series T 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 T Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated April 22, 2016 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 T 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 T 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 T 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 T Preferred Stock shall be payable at the rate provided in the Certificate of Designations. The shares of Series T 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. 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 T 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 T 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.) 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 149,500 shares of 8.125% Non-Cumulative Preferred Stock, Series AA (the "Preferred Stock, Series AA"), 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 AA. 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 AA are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup Inc. IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Treasurer this 20th day of February, 2018. CITIGROUP INC. By: /s/Elissa Steinberg______________ Elissa Steinberg 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 240,000 shares of 8.40% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series E (the "Preferred Stock, Series E"), 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 E. 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 E are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup Inc. IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Treasurer this 4th day of May, 2018. CITIGROUP INC. By:_/s/ Elissa Steinberg____________ Elissa Steinberg 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 23,000 shares of 5.80% Non-Cumulative Preferred Stock, Series C (the "Preferred Stock, Series C"), 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 C. 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 C are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup Inc. IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Treasurer this 1st day of November, 2018. CITIGROUP INC. By:_/s/Elissa Steinberg____________ Elissa Steinberg 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 19,200 shares of 6.875% Non-Cumulative Preferred Stock, Series L (the "Preferred Stock, Series L"), 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 L. 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 L are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup Inc. IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Treasurer this 27th day of February, 2019. CITIGROUP INC. By: /s/Elissa Steinberg_____________ Elissa Steinberg Assistant Treasurer CERTIFICATE OF DESIGNATIONS OF 5.000% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES U OF 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 preferred stock committee (the “Preferred Stock Committee”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on September 5, 2019, 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 5.000% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series U (the “Series U Preferred Stock”), establishing the number of shares to be included in this Series U Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series U Preferred Stock and the qualifications, limitations or restrictions thereof as follows: Section 1. Designation. The designation of the Series of preferred stock shall be “5.000% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series U” (the “Series U Preferred Stock”). Each share of Series U Preferred Stock shall be identical in all respects to every other share of Series U Preferred Stock. Section 2. Number of Shares. The number of authorized shares of Series U 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 U 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 U Preferred Stock. Section 3. Definitions. As used herein with respect to Series U Preferred Stock: “Accrued Dividend Compounding Factor” shall have the meaning set forth in Section 4(a) hereof. “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. “Benchmark” shall have the meaning set forth in Section 4(a) hereof. “Benchmark Replacement” shall have the meaning set forth in Section 4(a) hereof. “Benchmark Replacement Adjustment” shall have the meaning set forth in Section 4(a) hereof. “Benchmark Replacement Conforming Changes” shall have the meaning set forth in Section 4(a) hereof. “Benchmark Replacement Date” shall have the meaning set forth in Section 4(a) hereof. “Benchmark Transition Event” shall have the meaning set forth in Section 4(a) hereof. “Board of Directors” has the meaning set forth in the recitals above. “business day”, including with respect to the Fixed Rate Period, 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. “Business Day” with respect to the Floating Rate Period 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 and a U.S. Government Securities Business Day. “Calculation Agent” means Citibank, N.A., London branch, and its successors and assigns. “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. “Corresponding Tenor” shall have the meaning set forth in Section 4(a) hereof. “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 period end date” 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. “Fixed Rate Period” shall have the meaning set forth in Section 4(a) hereof. “Floating Rate Period” shall have the meaning set forth in Section 4(a) hereof. “Holder” means the Person in whose name the shares of the Series U 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 U Preferred Stock for the purpose of making payment and for all other purposes. “ISDA” shall have the meaning set forth in Section 4(a) hereof. “ISDA Definitions” shall have the meaning set forth in Section 4(a) hereof. “ISDA Fallback Adjustment” shall have the meaning set forth in Section 4(a) hereof. “ISDA Fallback Rate” shall have the meaning set forth in Section 4(a) hereof. “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 U 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. “NY Federal Reserve’s website” shall have the meaning set forth in Section 4(a) 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. “Rate Cut-Off Date” shall have the meaning set forth in Section 4(a) hereof. “Reference Time” shall have the meaning set forth in Section 4(a) hereof. “Registrar” means the Transfer Agent acting in its capacity as registrar for the Series U 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 (including, for the avoidance of doubt, any agency or instrumentality of the United States, including the Federal Reserve and other federal bank regulatory agencies) 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 U 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 U 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 U 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 U 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 U Preferred Stock is outstanding. “Relevant Governmental Body” shall have the meaning set forth in Section 4(a) hereof. “Series U Liquidation Preference” shall have the meaning set forth in Section 5(a) hereof. “Series U Preferred Stock” shall have the meaning set forth in Section 1 hereof. “Series U Preferred Stock Certificate” shall have the meaning set forth in Section 14(a) hereof. “SOFR” shall have the meaning set forth in Section 4(a) hereof. “Transfer Agent” means Computershare Trust Company, N.A., a federally chartered national association, acting as Transfer Agent, Registrar and paying agent for the Series U Preferred Stock, and its successors and assigns. “Trust” shall have the meaning set forth in Section 6(d). “Unadjusted Benchmark Replacement” shall have the meaning set forth in Section 4(a) hereof. “U.S. Government Securities Business Day” shall have the meaning set forth in Section 4(a) hereof. 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 U Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) semiannually in arrears on each March 12 and September 12, beginning March 12, 2020, from, and including, the date of issuance to, but excluding, September 12, 2024 (the “Fixed Rate Period”); 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 additional dividend accrual or other payment in respect of such postponement, and (ii) quarterly in arrears on the second Business Day following each dividend period end date, beginning on December 16, 2024, from, and including, September 12, 2024 (the “Floating Rate Period”) (each date for payment of dividends, a “dividend payment date”). A “dividend period end date” means the 12th of each March, June, September and December; provided, however, that if any dividend period end date (other than a redemption date) is not a Business Day, then such date will be postponed to the next succeeding Business Day, unless that day falls in the next calendar month, in which case the dividend period end date will be the immediately preceding Business Day. During the Fixed Rate Period, “dividend period” means the period from, and including, each dividend payment date to, but excluding, the next succeeding dividend payment date, except for the initial dividend period, which will be the period from, and including, the date of issuance of the Preferred Stock to, but excluding, the first dividend payment date. During the Floating Rate Period, “dividend period” means the period from, and including, each dividend period end date (except for the initial dividend period in the Floating Rate Period, “dividend period” means the period from, and including, September 12, 2024) to, but excluding, the next succeeding dividend period end date; provided that the dividend period following an election by the Company to redeem the Preferred Stock (as described in Section 6(a)) will be the period from, and including, the immediately preceding dividend period end date to, but excluding, the redemption date; and provided further that SOFR (as defined below) for each calendar day from, and including, the Rate Cut-Off Date to, but excluding, the redemption date will equal SOFR in respect of the Rate Cut-Off Date. The Rate Cut-Off Date will be the second U.S. Government Securities Business Day prior to a redemption date. Dividends on each share of Series U Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 5.000%, for each dividend period in the Fixed Rate Period and (ii) SOFR (compounding daily over each dividend period as described below) plus 3.813%, for each dividend period in the Floating Rate Period, provided that in no event will the dividend payable on the Preferred Stock be less than zero. The record date for payment of dividends on the Series U 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 during the Fixed Rate Period will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable during the Floating Rate Period will be computed on the basis of a 360-day year and the actual number of days elapsed. For the purposes of calculating any dividend with respect to any dividend period during the Floating Rate Period: “Accrued Dividend Compounding Factor” means the result of the following formula: where “do”, for any dividend period, is the number of U.S. Government Securities Business Days in the relevant dividend period. “i” is a series of whole numbers from one to d0, each representing the relevant U.S. Government Securities Business Day in chronological order from, and including, the first U.S. Government Securities Business Day in the relevant dividend period. “SOFRi”, for any day “i” in the relevant dividend period, is a reference rate equal to SOFR in respect of that day. “ni”, for any day “i” in the relevant dividend period, is the number of calendar days from, and including, such U.S. Government Securities Business Day “i” to, but excluding, the following U.S. Government Securities Business Day. “d” is the number of calendar days in the relevant dividend period. “U.S. Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association (SIFMA) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities. “SOFR,” with respect to any day, means the rate determined by the Calculation Agent in accordance with the following provisions: (1) the Secured Overnight Financing Rate for trades made on such day that appears at approximately 3:00 p.m. (New York City time) on the NY Federal Reserve’s website on the U.S. Government Securities Business Day immediately following such U.S. Government Securities Business Day; or (2) if the rate specified in (1) above does not so appear, unless a Benchmark Transition Event and its related Benchmark Replacement Date have occurred as described in (3) below, the Secured Overnight Financing Rate published on the NY Federal Reserve’s website for the first preceding U.S. Government Securities Business Day for which the Secured Overnight Financing Rate was published on the NY Federal Reserve’s website; or (3) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the relevant dividend period end date, the Calculation Agent will use the Benchmark Replacement to determine the rate and for all other purposes relating to the Preferred Stock. In connection with the SOFR definition above, the following definitions apply: “Benchmark” means, initially, SOFR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement. “Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Company (or one of its affiliates) as of the Benchmark Replacement Date: (1) the sum of: (a) the alternate rate of interest that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment; or (2) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or (3) the sum of: (a) the alternate rate of interest that has been selected by the Company (or one of its affiliates) as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment. “Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company (or one of its affiliates) as of the Benchmark Replacement Date: (1) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; (2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; (3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company (or one of its affiliates) giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time. “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes that the Company (or one of its affiliates) decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company (or such affiliate) decides that adoption of any portion of such market practice is not administratively feasible or if the Company (or such affiliate) determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company (or such affiliate) determines is reasonably necessary). “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark: (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein. For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination. “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (1) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; (2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or (3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative. “Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark. “ISDA” means the International Swaps and Derivatives Association, Inc. or any successor. “ISDA Definitions” means the 2006 ISDA Definitions published by the International Swaps and Derivatives Association, Inc. or any successor thereto, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time. “ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor. “ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment. “NY Federal Reserve’s website” means the website of the Federal Reserve Bank of New York (the “NY Federal Reserve”), currently at http://www.newyorkfed.org, or any successor website of the NY Federal Reserve or the website of any successor administrator of the Secured Overnight Financing Rate. “Rate Cut-Off Date” means the second U.S. Government Securities Business Day prior to a redemption date. “Reference Time” with respect to any determination of the Benchmark means the time determined by the Company (or one of its affiliates) in accordance with the Benchmark Replacement Conforming Changes. “Relevant Governmental Body” means the Federal Reserve Board and/or the NY Federal Reserve, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NY Federal Reserve or any successor thereto. “Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment. Any determination, decision or election that may be made by the Company (or one of its affiliates) pursuant to the provisions described above, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in the Company’s (or such affiliate’s) sole discretion, and, notwithstanding anything to the contrary in this Certificate of Designations, shall become effective without consent from the holders of the Series U Preferred Stock or any other party. All percentages resulting from any calculation of the dividend rate will be rounded, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage point rounded upward. All currency amounts used in, or resulting from, the calculation on the Series U Preferred Stock will be rounded to the nearest one-hundredth of a unit. For purposes of rounding, .005 of a unit shall be rounded upward. (b) Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series U 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 U 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 U Preferred Stock remains outstanding, unless as to a dividend payment date full dividends on all outstanding shares of the Series U 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 during the Fixed Rate Period or dividend period end date during the Floating Rate Period, 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 U Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series U Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series U Preferred Stock in the payment of dividends, all dividends declared upon shares of Series U 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 U 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 U 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 U 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 U 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 U Preferred Stock at the time outstanding, on September 12, 2024 and on any dividend period end date on or after December 12, 2024, 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 U 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 15 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 U Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series U Preferred Stock. Each notice shall state: (i) the redemption date; (ii) the total number of shares of Series U 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 U 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 U Preferred Stock at the time outstanding, the shares of Series U Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series U Preferred Stock held by such Holders, (ii) by lot or (iii) 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 U 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 U Preferred Stock or any other class or series of preferred stock that ranks on parity with the Series U 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 declared and 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 U Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock then outstanding (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 of the Company, 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 U 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 U 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 U Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series U 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 U 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 U 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 U 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 U 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 U 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 U 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 U 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 U Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series U Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series U 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 U Preferred Stock prior to such merger or consolidation), and (ii) such Series U 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 U 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 U 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 U 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 U 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 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 with the Series U 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 U 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 U 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 U 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 U 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, Registrar and paying agent for the Series U Preferred Stock shall be Computershare Trust Company, N.A. The duly appointed Calculation Agent for the Series U Preferred Stock shall be Citibank, N.A., London branch. The Company may, in its sole discretion, remove the Transfer Agent and/or the Calculation Agent in accordance with the respective agreements between the Company and the Transfer Agent and the Company and the Calculation Agent; provided, however, that the Company shall appoint a successor transfer agent and/or calculation 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 U Preferred Stock Certificates. Series U Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series U Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series U 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 U 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 U Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series U Preferred Stock Certificate, such Series U Preferred Stock Certificate shall be valid nevertheless. A Series U Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series U Preferred Stock Certificate. Each Series U 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 U 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 U Preferred Stock, in a name other than that in which the shares of Series U 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 U 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 388 Greenwich Street, New York, New York 10013 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 150 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 U 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 has been executed on behalf of the Company by its Treasurer this 11th day of September, 2019. CITIGROUP INC. By: /s/ Michael Verdeschi_______________________________ Name: Michael Verdeschi Title: Treasurer Exhibit A FORM OF 5.000% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES U Certificate Number_______ Number of Shares of Series U Preferred Stock______ CUSIP NO.: CITIGROUP INC. 5.000% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series U (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 5.000% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series U, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series U Preferred Stock”). The shares of Series U 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 U Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated September 11, 2019 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 U 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 U 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 U 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 U Preferred Stock shall be payable at the rate provided in the Certificate of Designations. The shares of Series U 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. 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 U 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 U 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.) 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 60,000 shares of 5.800% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series N (the "Preferred Stock, Series N"), 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 N. 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 N are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup Inc. IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Treasurer this 19th day of November, 2019. CITIGROUP INC. By: /s/ Elissa Steinberg________________ Elissa Steinberg Assistant Treasurer CERTIFICATE OF DESIGNATIONS OF 4.700% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK SERIES V OF 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 preferred stock committee (the “Preferred Stock Committee”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on January 15, 2020, 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 4.700% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series V (the “Series V Preferred Stock”), establishing the number of shares to be included in this Series V Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series V Preferred Stock and the qualifications, limitations or restrictions thereof as follows: Section 1. Designation. The designation of the Series of preferred stock shall be “4.700% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series V” (the “Series V Preferred Stock”). Each share of Series V Preferred Stock shall be identical in all respects to every other share of Series V Preferred Stock. Section 2. Number of Shares. The number of authorized shares of Series V 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 V 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 V Preferred Stock. Section 3. Definitions. As used herein with respect to Series V Preferred Stock: “Accrued Dividend Compounding Factor” shall have the meaning set forth in Section 4(a) hereof. “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. “Benchmark” shall have the meaning set forth in Section 4(a) hereof. “Benchmark Replacement” shall have the meaning set forth in Section 4(a) hereof. “Benchmark Replacement Adjustment” shall have the meaning set forth in Section 4(a) hereof. “Benchmark Replacement Conforming Changes” shall have the meaning set forth in Section 4(a) hereof. “Benchmark Replacement Date” shall have the meaning set forth in Section 4(a) hereof. “Benchmark Transition Event” shall have the meaning set forth in Section 4(a) hereof. “Board of Directors” has the meaning set forth in the recitals above. “business day”, including with respect to the Fixed Rate Period, 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. “Business Day” with respect to the Floating Rate Period 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 and a U.S. Government Securities Business Day. “Calculation Agent” means Citibank, N.A., London branch, and its successors and assigns. “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. “Corresponding Tenor” shall have the meaning set forth in Section 4(a) hereof. “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 period end date” 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. “Fixed Rate Period” shall have the meaning set forth in Section 4(a) hereof. “Floating Rate Period” shall have the meaning set forth in Section 4(a) hereof. “Holder” means the Person in whose name the shares of the Series V 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 V Preferred Stock for the purpose of making payment and for all other purposes. “ISDA” shall have the meaning set forth in Section 4(a) hereof. “ISDA Definitions” shall have the meaning set forth in Section 4(a) hereof. “ISDA Fallback Adjustment” shall have the meaning set forth in Section 4(a) hereof. “ISDA Fallback Rate” shall have the meaning set forth in Section 4(a) hereof. “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 V 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. “NY Federal Reserve’s website” shall have the meaning set forth in Section 4(a) 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. “Rate Cut-Off Date” shall have the meaning set forth in Section 4(a) hereof. “Reference Time” shall have the meaning set forth in Section 4(a) hereof. “Registrar” means the Transfer Agent acting in its capacity as registrar for the Series V 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 (including, for the avoidance of doubt, any agency or instrumentality of the United States, including the Federal Reserve and other federal bank regulatory agencies) 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 V 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 V 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 V 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 V 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 V Preferred Stock is outstanding. “Relevant Governmental Body” shall have the meaning set forth in Section 4(a) hereof. “Series V Liquidation Preference” shall have the meaning set forth in Section 5(a) hereof. “Series V Preferred Stock” shall have the meaning set forth in Section 1 hereof. “Series V Preferred Stock Certificate” shall have the meaning set forth in Section 14(a) hereof. “SOFR” shall have the meaning set forth in Section 4(a) hereof. “Transfer Agent” means Computershare Trust Company, N.A., a federally chartered national association, acting as Transfer Agent, Registrar and paying agent for the Series V Preferred Stock, and its successors and assigns. “Trust” shall have the meaning set forth in Section 6(d). “Unadjusted Benchmark Replacement” shall have the meaning set forth in Section 4(a) hereof. “U.S. Government Securities Business Day” shall have the meaning set forth in Section 4(a) hereof. 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 V Preferred Stock in the amounts specified below in this Section 4, and no more, payable (i) semiannually in arrears on each January 30 and July 30, beginning July 30, 2020, from, and including, the date of issuance to, but excluding, January 30, 2025 (the “Fixed Rate Period”); 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 additional dividend accrual or other payment in respect of such postponement, and (ii) quarterly in arrears on the second Business Day following each dividend period end date, beginning on May 2, 2025, from, and including, January 30, 2025 (the “Floating Rate Period”) (each date for payment of dividends, a “dividend payment date”). A “dividend period end date” means the 30th of each January, April, July and October, beginning April 30, 2025; provided, however, that if any dividend period end date (other than a redemption date) is not a Business Day, then such date will be postponed to the next succeeding Business Day, unless that day falls in the next calendar month, in which case the dividend period end date will be the immediately preceding Business Day. During the Fixed Rate Period, “dividend period” means the period from, and including, each dividend payment date to, but excluding, the next succeeding dividend payment date, except for the initial dividend period, which will be the period from, and including, the date of issuance of the Preferred Stock to, but excluding, the first dividend payment date. During the Floating Rate Period, “dividend period” means the period from, and including, each dividend period end date (except for the initial dividend period in the Floating Rate Period, “dividend period” means the period from, and including, January 30, 2025) to, but excluding, the next succeeding dividend period end date; provided that the dividend period following an election by the Company to redeem the Preferred Stock (as described in Section 6(a)) will be the period from, and including, the immediately preceding dividend period end date to, but excluding, the redemption date; and provided further that SOFR (as defined below) for each calendar day from, and including, the Rate Cut-Off Date to, but excluding, the redemption date will equal SOFR in respect of the Rate Cut-Off Date. The Rate Cut-Off Date will be the second U.S. Government Securities Business Day prior to a redemption date. Dividends on each share of Series V Preferred Stock will accrue on the liquidation preference of $25,000 per share at a rate per annum equal to (i) 4.700%, for each dividend period in the Fixed Rate Period and (ii) SOFR (compounding daily over each dividend period as described below) plus 3.234%, for each dividend period in the Floating Rate Period, provided that in no event will the dividend payable on the Preferred Stock be less than zero. The record date for payment of dividends on the Series V 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 during the Fixed Rate Period will be computed on the basis of a 360-day year of twelve 30-day months. The amount of dividends payable during the Floating Rate Period will be computed on the basis of a 360-day year and the actual number of days elapsed. For the purposes of calculating any dividend with respect to any dividend period during the Floating Rate Period: “Accrued Dividend Compounding Factor” means the result of the following formula: where “do”, for any dividend period, is the number of U.S. Government Securities Business Days in the relevant dividend period. “i” is a series of whole numbers from one to d0, each representing the relevant U.S. Government Securities Business Day in chronological order from, and including, the first U.S. Government Securities Business Day in the relevant dividend period. “SOFRi”, for any day “i” in the relevant dividend period, is a reference rate equal to SOFR in respect of that day. “ni”, for any day “i” in the relevant dividend period, is the number of calendar days from, and including, such U.S. Government Securities Business Day “i” to, but excluding, the following U.S. Government Securities Business Day. “d” is the number of calendar days in the relevant dividend period. “U.S. Government Securities Business Day” means any day except for a Saturday, Sunday or a day on which the Securities Industry and Financial Markets Association (SIFMA) recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in U.S. government securities. “SOFR,” with respect to any day, means the rate determined by the Calculation Agent in accordance with the following provisions: (1) the Secured Overnight Financing Rate for trades made on such day that appears at approximately 3:00 p.m. (New York City time) on the NY Federal Reserve’s website on the U.S. Government Securities Business Day immediately following such U.S. Government Securities Business Day; or (2) if the rate specified in (1) above does not so appear, unless a Benchmark Transition Event and its related Benchmark Replacement Date have occurred as described in (3) below, the Secured Overnight Financing Rate published on the NY Federal Reserve’s website for the first preceding U.S. Government Securities Business Day for which the Secured Overnight Financing Rate was published on the NY Federal Reserve’s website; or (3) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the relevant dividend period end date, the Calculation Agent will use the Benchmark Replacement to determine the rate and for all other purposes relating to the Preferred Stock. In connection with the SOFR definition above, the following definitions apply: “Benchmark” means, initially, SOFR; provided that if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to SOFR or the then-current Benchmark, then “Benchmark” means the applicable Benchmark Replacement. “Benchmark Replacement” means the first alternative set forth in the order below that can be determined by the Company (or one of its affiliates) as of the Benchmark Replacement Date: (1) the sum of: (a) the alternate rate that has been selected or recommended by the Relevant Governmental Body as the replacement for the then-current Benchmark for the applicable Corresponding Tenor and (b) the Benchmark Replacement Adjustment; (2) the sum of: (a) the ISDA Fallback Rate and (b) the Benchmark Replacement Adjustment; or (3) the sum of: (a) the alternate rate that has been selected by the Company (or one of its affiliates) as the replacement for the then-current Benchmark for the applicable Corresponding Tenor giving due consideration to any industry-accepted rate as a replacement for the then-current Benchmark for U.S. dollar-denominated floating rate notes at such time and (b) the Benchmark Replacement Adjustment. “Benchmark Replacement Adjustment” means the first alternative set forth in the order below that can be determined by the Company (or one of its affiliates) as of the Benchmark Replacement Date: (1) the spread adjustment, or method for calculating or determining such spread adjustment, (which may be a positive or negative value or zero) that has been selected or recommended by the Relevant Governmental Body for the applicable Unadjusted Benchmark Replacement; (2) if the applicable Unadjusted Benchmark Replacement is equivalent to the ISDA Fallback Rate, then the ISDA Fallback Adjustment; (3) the spread adjustment (which may be a positive or negative value or zero) that has been selected by the Company (or one of its affiliates) giving due consideration to any industry-accepted spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar-denominated floating rate notes at such time. “Benchmark Replacement Conforming Changes” means, with respect to any Benchmark Replacement, any technical, administrative or operational changes that the Company (or one of its affiliates) decides may be appropriate to reflect the adoption of such Benchmark Replacement in a manner substantially consistent with market practice (or, if the Company (or such affiliate) decides that adoption of any portion of such market practice is not administratively feasible or if the Company (or such affiliate) determines that no market practice for use of the Benchmark Replacement exists, in such other manner as the Company (or such affiliate) determines is reasonably necessary). “Benchmark Replacement Date” means the earliest to occur of the following events with respect to the then-current Benchmark: (1) in the case of clause (1) or (2) of the definition of “Benchmark Transition Event,” the later of (a) the date of the public statement or publication of information referenced therein and (b) the date on which the administrator of the Benchmark permanently or indefinitely ceases to provide the Benchmark; or (2) in the case of clause (3) of the definition of “Benchmark Transition Event,” the date of the public statement or publication of information referenced therein. For the avoidance of doubt, if the event giving rise to the Benchmark Replacement Date occurs on the same day as, but earlier than, the Reference Time in respect of any determination, the Benchmark Replacement Date will be deemed to have occurred prior to the Reference Time for such determination. “Benchmark Transition Event” means the occurrence of one or more of the following events with respect to the then-current Benchmark: (1) a public statement or publication of information by or on behalf of the administrator of the Benchmark announcing that such administrator has ceased or will cease to provide the Benchmark, permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; (2) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark, the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark, a resolution authority with jurisdiction over the administrator for the Benchmark or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark, which states that the administrator of the Benchmark has ceased or will cease to provide the Benchmark permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark; or (3) a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark announcing that the Benchmark is no longer representative. “Corresponding Tenor” with respect to a Benchmark Replacement means a tenor (including overnight) having approximately the same length (disregarding business day adjustment) as the applicable tenor for the then-current Benchmark. “ISDA” means the International Swaps and Derivatives Association, Inc. or any successor thereto. “ISDA Definitions” means the 2006 ISDA Definitions published by ISDA, as amended or supplemented from time to time, or any successor definitional booklet for interest rate derivatives published from time to time. “ISDA Fallback Adjustment” means the spread adjustment (which may be a positive or negative value or zero) that would apply for derivatives transactions referencing the ISDA Definitions to be determined upon the occurrence of an index cessation event with respect to the Benchmark for the applicable tenor. “ISDA Fallback Rate” means the rate that would apply for derivatives transactions referencing the ISDA Definitions to be effective upon the occurrence of an index cessation date with respect to the Benchmark for the applicable tenor excluding the applicable ISDA Fallback Adjustment. “NY Federal Reserve’s website” means the website of the Federal Reserve Bank of New York (the “NY Federal Reserve”), currently at http://www.newyorkfed.org, or any successor website of the NY Federal Reserve or the website of any successor administrator of the Secured Overnight Financing Rate. “Rate Cut-Off Date” means the second U.S. Government Securities Business Day prior to a redemption date. “Reference Time” with respect to any determination of the Benchmark means the time determined by the Company (or one of its affiliates) in accordance with the Benchmark Replacement Conforming Changes. “Relevant Governmental Body” means the Federal Reserve Board and/or the NY Federal Reserve, or a committee officially endorsed or convened by the Federal Reserve Board and/or the NY Federal Reserve or any successor thereto. “Unadjusted Benchmark Replacement” means the Benchmark Replacement excluding the Benchmark Replacement Adjustment. Any determination, decision or election that may be made by the Company (or one of its affiliates) pursuant to the provisions described above, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in the Company’s (or such affiliate’s) sole discretion, and, notwithstanding anything to the contrary in this Certificate of Designations, shall become effective without consent from the holders of the Series V Preferred Stock or any other party. All percentages resulting from any calculation of the dividend rate will be rounded, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage point rounded upward. All currency amounts used in, or resulting from, the calculation on the Series V Preferred Stock will be rounded to the nearest one-hundredth of a unit. For purposes of rounding, .005 of a unit shall be rounded upward. (b) Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series V 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 V 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 V Preferred Stock remains outstanding, unless as to a dividend payment date full dividends on all outstanding shares of the Series V 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 during the Fixed Rate Period or dividend period end date during the Floating Rate Period, 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 V Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series V Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series V Preferred Stock in the payment of dividends, all dividends declared upon shares of Series V 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 V 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 V 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 V 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 V 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 V Preferred Stock at the time outstanding, on January 30, 2025 and on any dividend period end date on or after April 30, 2025, 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 V 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 5 days and not more than 30 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 V Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series V Preferred Stock. Each notice shall state: (i) the redemption date; (ii) the total number of shares of Series V 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 V 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 V Preferred Stock at the time outstanding, the shares of Series V Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series V Preferred Stock held by such Holders, (ii) by lot or (iii) 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 V 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 V Preferred Stock or any other class or series of preferred stock that ranks on parity with the Series V 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 declared and 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 V Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock then outstanding (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 of the Company, 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 V 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 V 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 V Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series V 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 V 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 V 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 V 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 V 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 V 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 V 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 V 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 V Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series V Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series V 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 V Preferred Stock prior to such merger or consolidation), and (ii) such Series V 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 V 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 V 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 V 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 V 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 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 with the Series V 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 V 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 V 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 V 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 V 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, Registrar and paying agent for the Series V Preferred Stock shall be Computershare Trust Company, N.A. The duly appointed Calculation Agent for the Series V Preferred Stock shall be Citibank, N.A., London branch. The Company may, in its sole discretion, remove the Transfer Agent and/or the Calculation Agent in accordance with the respective agreements between the Company and the Transfer Agent and the Company and the Calculation Agent; provided, however, that the Company shall appoint a successor transfer agent and/or calculation 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 V Preferred Stock Certificates. Series V Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series V Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series V 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 V 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 V Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series V Preferred Stock Certificate, such Series V Preferred Stock Certificate shall be valid nevertheless. A Series V Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series V Preferred Stock Certificate. Each Series V 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 V 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 V Preferred Stock, in a name other than that in which the shares of Series V 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 V 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 388 Greenwich Street, New York, New York 10013 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 150 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 V 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. Series V IN WITNESS WHEREOF, this Certificate of Designations has been executed on behalf of the Company by its Treasurer this 22nd day of January, 2020. CITIGROUP INC. By: _/s/ Michael Verdeschi________________________ Name: Michael Verdeschi Title: Treasurer Exhibit A FORM OF 4.700% FIXED RATE / FLOATING RATE NONCUMULATIVE PREFERRED STOCK, SERIES V Certificate Number_______ Number of Shares of Series V Preferred Stock______ CUSIP NO.: CITIGROUP INC. 4.700% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series V (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 4.700% Fixed Rate / Floating Rate Noncumulative Preferred Stock, Series V, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series V Preferred Stock”). The shares of Series V 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 V Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated January 22, 2020 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 V 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 V 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 V 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 V Preferred Stock shall be payable at the rate provided in the Certificate of Designations. The shares of Series V 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. 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 V 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 V 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.) 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 60,000 shares of 5.875% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series O (the "Preferred Stock, Series O"), 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 O. 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 O are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup Inc. IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Treasurer this 31st day of March, 2020. CITIGROUP INC By: /s/ Elissa Steinberg______________ Elissa Steinberg Assistant Treasurer CERTIFICATE OF DESIGNATIONS OF 4.000% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK SERIES W OF 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 preferred stock committee (the “Preferred Stock Committee”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on December 3, 2020, 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 4.000% Fixed Rate Reset Noncumulative Preferred Stock, Series W (the “Series W Preferred Stock”), establishing the number of shares to be included in this Series W Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series W Preferred Stock and the qualifications, limitations or restrictions thereof as follows: Section 1. Designation. The designation of the series of preferred stock shall be “4.000% Fixed Rate Reset Noncumulative Preferred Stock, Series W”. Each share of Series W Preferred Stock shall be identical in all respects to every other share of Series W Preferred Stock. Section 2. Number of Shares. The number of authorized shares of Series W 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 W 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 W Preferred Stock. Section 3. Definitions. As used herein with respect to Series W 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. “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 W Preferred Stock, and its successors and assigns. “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. “First Reset Date” shall have the meaning set forth in Section 4(a) hereof. “Holder” means the Person in whose name the shares of the Series W 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 W 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 W 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. “NY Federal Reserve’s website” shall have the meaning set forth in Section 4(a) 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 W 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 (including, for the avoidance of doubt, any agency or instrumentality of the United States, including the Federal Reserve and other federal bank regulatory agencies) 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 W 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 W 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 W 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 W 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 W Preferred Stock is outstanding. “Relevant Governmental Body” shall have the meaning set forth in Section 4(a) hereof. “reset date” means the First Reset Date and each date falling on the fifth anniversary of the preceding reset date, and no reset date, including the First Reset Date, will be adjusted for business days. “reset dividend determination date” means, in respect of any reset period, the day that is three business days prior to the beginning of such reset period. “reset period” means the period from, and including, each reset date to, but excluding, the next succeeding reset date, except for the initial reset period, which will be the period from, and including, the First Reset Date to, but excluding, the next succeeding reset date. “Series W Liquidation Preference” shall have the meaning set forth in Section 5(a) hereof. “Series W Preferred Stock” shall have the meaning set forth in Section 1 hereof. “Series W Preferred Stock Certificate” shall have the meaning set forth in Section 14(a) hereof. “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 W 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, 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 W Preferred Stock in the amounts specified below in this Section 4, and no more, payable on the 10th of each March, June, September and December (each, a “dividend payment date”), (i) quarterly in arrears from, and including, the date of issuance to, but excluding, December 10, 2025 (the “First Reset Date”), at an annual rate of 4.000% on the liquidation preference of $25,000 per share, beginning on March 10, 2021, and (ii) from, and including the First Reset Date, for each reset period, at an annual rate equal to the five-year treasury rate as of the most recent reset dividend determination date (as described below) plus 3.597% on the liquidation preference of $25,000 per share, quarterly in arrears, beginning on March 10, 2026. The record date for payment of dividends on the Series W 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. For any reset period beginning on or after the First Reset Date, the five-year treasury rate will be: - The average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, for the five business days appearing under the caption “Treasury Constant Maturities’’ in the most recently published statistical release designated H.15 Daily Update or any successor publication which is published by the Federal Reserve Board as of 5:00 p.m. (Eastern Time) as of any date of determination, as determined by the Calculation Agent in its sole discretion. - If no calculation is provided as described above, then the Company (or such affiliate) will use a substitute or successor rate that it has determined, in its sole discretion after consulting any source it deems to be reasonable, is (i) the industry-accepted substitute or successor for the five-year treasury rate or (ii) if there is no such industry-accepted substitute or successor for the five-year treasury rate, a substitute or successor rate that is most comparable to the five-year treasury rate. Upon selection of a substitute or successor rate, the Company (or such affiliate) may determine, in its sole discretion after consulting any source it deems to be reasonable, the day count convention, the business day convention, the definition of business day, the reset dividend determination date and any other relevant methodology or definition for calculating such substitute or successor rate, including any adjustment factor it determines is needed to make such substitute or successor rate comparable to the five-year treasury rate, in a manner that is consistent with any industry-accepted practices for such substitute or successor rate. The five-year treasury rate will be determined on each reset dividend determination date. With respect to any dividend period, any dividends on the Series W Preferred Stock will be calculated on the basis of a 360-day year of twelve 30-day months, and “dividend period” means the period from, and including, each dividend payment date to, but excluding, the next succeeding dividend payment date, except for the initial dividend period, which will be the period from, and including, the date of issuance of the Series W Preferred Stock to, but excluding, the first dividend payment date. In the event that any dividend payment date is not a business day, then payment of any dividend payable on such date will be made on the next succeeding business day and without any additional dividend accrual or other payment in respect of any such postponement. Any determination, decision or election that may be made by the Company (or one of its affiliates) pursuant to the provisions described above, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in the Company’s (or such affiliate’s) sole discretion, and, notwithstanding anything to the contrary in this Certificate of Designations, shall become effective without consent from the holders of the Series W Preferred Stock or any other party. All percentages resulting from any calculation of the dividend rate will be rounded, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage point rounded upward. All currency amounts used in, or resulting from, the calculation on the Series W Preferred Stock will be rounded to the nearest one-hundredth of a unit. For purposes of rounding, .005 of a unit shall be rounded upward. (b) Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series W 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 W 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 W Preferred Stock remains outstanding, unless as to a dividend payment date full dividends on all outstanding shares of the Series W 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, 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 W Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series W Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series W Preferred Stock in the payment of dividends, all dividends declared upon shares of Series W 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 W 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 W 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 W 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 W 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 at any time or in part, from time to time, the shares of Series W Preferred Stock at the time outstanding, on any dividend payment date beginning on or after the First Reset Date, 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 W 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 5 days and not more than 30 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 W Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series W Preferred Stock. Each notice shall state: (i) the redemption date; (ii) the total number of shares of Series W 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 W 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 W Preferred Stock at the time outstanding, the shares of Series W Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series W Preferred Stock held by such Holders, (ii) by lot or (iii) 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 W 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 W Preferred Stock or any other class or series of preferred stock that ranks on parity with the Series W 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 declared and 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 W Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock then outstanding (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 of the Company, 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 W 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 W 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 W Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series W 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 W 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 Company 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 W 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 W 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 W 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 W 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 W 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 W 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 W Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series W Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series W 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 W Preferred Stock prior to such merger or consolidation), and (ii) such Series W 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 W 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 W 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 W 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 W 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 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 with the Series W 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 W 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 W 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 W 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 W 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 W Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent and/or the Calculation Agent in accordance with the agreements between the Company and the Transfer Agent; provided, however, that the Company shall appoint a successor transfer agent and/or calculation 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 W Preferred Stock Certificates. Series W Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series W Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series W 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 W 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 W Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series W Preferred Stock Certificate, such Series W Preferred Stock Certificate shall be valid nevertheless. A Series W Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series W Preferred Stock Certificate. Each Series W 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 W 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 W Preferred Stock, in a name other than that in which the shares of Series W 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 W 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 388 Greenwich Street, New York, New York 10013 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 150 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 W 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 has been executed on behalf of the Company by its Treasurer this 9th day of December, 2020. CITIGROUP INC. By: /s/ Michael Verdeschi________________ Name: Michael Verdeschi Title: Treasurer Exhibit A FORM OF 4.000% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK, SERIES W Certificate Number_______ Number of Shares of Series W Preferred Stock______ CUSIP NO.: CITIGROUP INC. 4.000% Fixed Rate Reset Noncumulative Preferred Stock, Series W (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 4.000% Fixed Rate Reset Noncumulative Preferred Stock, Series W, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series W Preferred Stock”). The shares of Series W 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 W Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated December 9, 2020 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 W 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 W 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 W 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 W Preferred Stock shall be payable at the rate provided in the Certificate of Designations. The shares of Series W 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. 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 W 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 W 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.) CERTIFICATE OF DESIGNATIONS OF 3.875% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK SERIES X OF 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 preferred stock committee (the “Preferred Stock Committee”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on February 10, 2021, adopted resolutions (i) authorizing the issuance and sale of up to 92,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 3.875% Fixed Rate Reset Noncumulative Preferred Stock, Series X (the “Series X Preferred Stock”), establishing the number of shares to be included in this Series X Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series X Preferred Stock and the qualifications, limitations or restrictions thereof as follows: Section 1. Designation. The designation of the series of preferred stock shall be “3.875% Fixed Rate Reset Noncumulative Preferred Stock, Series X”. Each share of Series X Preferred Stock shall be identical in all respects to every other share of Series X Preferred Stock. Section 2. Number of Shares. The number of authorized shares of Series X 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 X 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 X Preferred Stock. Section 3. Definitions. As used herein with respect to Series X 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. “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 X Preferred Stock, and its successors and assigns. “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. “First Reset Date” shall have the meaning set forth in Section 4(a) hereof. “Holder” means the Person in whose name the shares of the Series X 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 X 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 X 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. “NY Federal Reserve’s website” shall have the meaning set forth in Section 4(a) 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 X 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 (including, for the avoidance of doubt, any agency or instrumentality of the United States, including the Federal Reserve and other federal bank regulatory agencies) 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 X 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 X 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 X 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 X 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 X Preferred Stock is outstanding. “Relevant Governmental Body” shall have the meaning set forth in Section 4(a) hereof. “reset date” means the First Reset Date and each date falling on the fifth anniversary of the preceding reset date, and no reset date, including the First Reset Date, will be adjusted for business days. “reset dividend determination date” means, in respect of any reset period, the day that is three business days prior to the beginning of such reset period. “reset period” means the period from, and including, each reset date to, but excluding, the next succeeding reset date, except for the initial reset period, which will be the period from, and including, the First Reset Date to, but excluding, the next succeeding reset date. “Series X Liquidation Preference” shall have the meaning set forth in Section 5(a) hereof. “Series X Preferred Stock” shall have the meaning set forth in Section 1 hereof. “Series X Preferred Stock Certificate” shall have the meaning set forth in Section 14(a) hereof. “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 X 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, 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 X Preferred Stock in the amounts specified below in this Section 4, and no more, payable on the 18th of each February, May, August and November (each, a “dividend payment date”), (i) quarterly in arrears from, and including, the date of issuance to, but excluding, February 18, 2026 (the “First Reset Date”), at an annual rate of 3.875% on the liquidation preference of $25,000 per share, beginning on May 18, 2021, and (ii) from, and including the First Reset Date, for each reset period, at an annual rate equal to the five-year treasury rate as of the most recent reset dividend determination date (as described below) plus 3.417% on the liquidation preference of $25,000 per share, quarterly in arrears, beginning on May 18, 2026. The record date for payment of dividends on the Series X 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. For any reset period beginning on or after the First Reset Date, the five-year treasury rate will be: - The average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, for the five business days appearing under the caption “Treasury Constant Maturities’’ in the most recently published statistical release designated H.15 Daily Update or any successor publication which is published by the Federal Reserve Board as of 5:00 p.m. (Eastern Time) as of any date of determination, as determined by the Calculation Agent in its sole discretion. - If no calculation is provided as described above, then the Company (or such affiliate) will use a substitute or successor rate that it has determined, in its sole discretion after consulting any source it deems to be reasonable, is (i) the industry-accepted substitute or successor for the five-year treasury rate or (ii) if there is no such industry-accepted substitute or successor for the five-year treasury rate, a substitute or successor rate that is most comparable to the five-year treasury rate. Upon selection of a substitute or successor rate, the Company (or such affiliate) may determine, in its sole discretion after consulting any source it deems to be reasonable, the day count convention, the business day convention, the definition of business day, the reset dividend determination date and any other relevant methodology or definition for calculating such substitute or successor rate, including any adjustment factor it determines is needed to make such substitute or successor rate comparable to the five-year treasury rate, in a manner that is consistent with any industry-accepted practices for such substitute or successor rate. The five-year treasury rate will be determined on each reset dividend determination date. With respect to any dividend period, any dividends on the Series X Preferred Stock will be calculated on the basis of a 360-day year of twelve 30-day months, and “dividend period” means the period from, and including, each dividend payment date to, but excluding, the next succeeding dividend payment date, except for the initial dividend period, which will be the period from, and including, the date of issuance of the Series X Preferred Stock to, but excluding, the first dividend payment date. In the event that any dividend payment date is not a business day, then payment of any dividend payable on such date will be made on the next succeeding business day and without any additional dividend accrual or other payment in respect of any such postponement. Any determination, decision or election that may be made by the Company (or one of its affiliates) pursuant to the provisions described above, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in the Company’s (or such affiliate’s) sole discretion, and, notwithstanding anything to the contrary in this Certificate of Designations, shall become effective without consent from the holders of the Series X Preferred Stock or any other party. All percentages resulting from any calculation of the dividend rate will be rounded, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage point rounded upward. All currency amounts used in, or resulting from, the calculation on the Series X Preferred Stock will be rounded to the nearest one-hundredth of a unit. For purposes of rounding, .005 of a unit shall be rounded upward. (b) Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series X 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 X 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 X Preferred Stock remains outstanding, unless as to a dividend payment date full dividends on all outstanding shares of the Series X 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, 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 X Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series X Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series X Preferred Stock in the payment of dividends, all dividends declared upon shares of Series X 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 X 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 X 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 X 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 X 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 at any time or in part, from time to time, the shares of Series X Preferred Stock at the time outstanding, on any dividend payment date beginning on or after the First Reset Date, 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 X 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 5 days and not more than 30 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 X Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series X Preferred Stock. Each notice shall state: (i) the redemption date; (ii) the total number of shares of Series X 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 X 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 X Preferred Stock at the time outstanding, the shares of Series X Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series X Preferred Stock held by such Holders, (ii) by lot or (iii) 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 X 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 X Preferred Stock or any other class or series of preferred stock that ranks on parity with the Series X 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 declared and 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 X Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock then outstanding (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 of the Company, 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 X 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 X 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 X Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series X 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 X 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 Company 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 X 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 X 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 X 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 X 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 X 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 X 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 X Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series X Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series X 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 X Preferred Stock prior to such merger or consolidation), and (ii) such Series X 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 X 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 X 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 X 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 X 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 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 with the Series X 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 X 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 X 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 X 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 X 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 X Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent and/or the Calculation Agent in accordance with the agreements between the Company and the Transfer Agent; provided, however, that the Company shall appoint a successor transfer agent and/or calculation 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 X Preferred Stock Certificates. Series X Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series X Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series X 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 X 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 X Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series X Preferred Stock Certificate, such Series X Preferred Stock Certificate shall be valid nevertheless. A Series X Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series X Preferred Stock Certificate. Each Series X 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 X 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 X Preferred Stock, in a name other than that in which the shares of Series X 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 X 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 388 Greenwich Street, New York, New York 10013 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 150 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 X 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 has been executed on behalf of the Company by its Treasurer this 17th day of February, 2021. CITIGROUP INC. By: _/s/ Michael Verdeschi_______________________ Name: Michael Verdeschi Title: Treasurer Exhibit A FORM OF 3.875% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK, SERIES X Certificate Number_______ Number of Shares of Series X Preferred Stock______ CUSIP NO.: CITIGROUP INC. 3.875% Fixed Rate Reset Noncumulative Preferred Stock, Series X (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 3.875% Fixed Rate Reset Noncumulative Preferred Stock, Series X, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series X Preferred Stock”). The shares of Series X 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 X Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated February 17, 2021 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 X 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 X 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 X 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 X Preferred Stock shall be payable at the rate provided in the Certificate of Designations. The shares of Series X 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. 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 X 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 X 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.) 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 41,400 shares of 6.300% Non-Cumulative Preferred Stock, Series S (the "Preferred Stock, Series S"), 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 S. 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 S are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup Inc. IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Treasurer this 18th day of February, 2021. CITIGROUP INC. By: /s/ Elissa Steinberg______________ Elissa Steinberg 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 50,000 shares of 5.950% Non-Cumulative Preferred Stock, Series Q (the "Preferred Stock, Series Q"), 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 Q. 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 Q are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup Inc. IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Treasurer this 19th day of May, 2021. CITIGROUP INC. By: _ /s/ Elissa Steinberg______ Elissa Steinberg 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 60,000 shares of 6.125% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series R (the "Preferred Stock, Series R"), 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 R. 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 R are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup Inc. IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Treasurer this 19th day of May, 2021. CITIGROUP INC.     By: _ /s/ Elissa Steinberg______ Elissa Steinberg Assistant Treasurer CERTIFICATE OF DESIGNATIONS OF 4.150% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK SERIES Y OF 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 preferred stock committee (the “Preferred Stock Committee”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on October 20, 2021, adopted resolutions (i) authorizing the issuance and sale of up to 40,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 4.150% Fixed Rate Reset Noncumulative Preferred Stock, Series Y (the “Series Y Preferred Stock”), establishing the number of shares to be included in this Series Y Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series Y Preferred Stock and the qualifications, limitations or restrictions thereof as follows: Section 1. Designation. The designation of the series of preferred stock shall be “4.150% Fixed Rate Reset Noncumulative Preferred Stock, Series Y”. Each share of Series Y Preferred Stock shall be identical in all respects to every other share of Series Y Preferred Stock. Section 2. Number of Shares. The number of authorized shares of Series Y Preferred Stock shall be 40,000. 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 Y 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 Y Preferred Stock. Section 3. Definitions. As used herein with respect to Series Y 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. “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 Y Preferred Stock, and its successors and assigns. “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. “First Reset Date” shall have the meaning set forth in Section 4(a) hereof. “Holder” means the Person in whose name the shares of the Series Y 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 Y 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 Y 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. “NY Federal Reserve’s website” shall have the meaning set forth in Section 4(a) 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 Y 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 (including, for the avoidance of doubt, any agency or instrumentality of the United States, including the Federal Reserve and other federal bank regulatory agencies) 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 Y 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 Y 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 Y 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 Y 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 Y Preferred Stock is outstanding. “Relevant Governmental Body” shall have the meaning set forth in Section 4(a) hereof. “reset date” means the First Reset Date and each date falling on the fifth anniversary of the preceding reset date, and no reset date, including the First Reset Date, will be adjusted for business days. “reset dividend determination date” means, in respect of any reset period, the day that is three business days prior to the beginning of such reset period. “reset period” means the period from, and including, each reset date to, but excluding, the next succeeding reset date, except for the initial reset period, which will be the period from, and including, the First Reset Date to, but excluding, the next succeeding reset date. “Series Y Liquidation Preference” shall have the meaning set forth in Section 5(a) hereof. “Series Y Preferred Stock” shall have the meaning set forth in Section 1 hereof. “Series Y Preferred Stock Certificate” shall have the meaning set forth in Section 14(a) hereof. “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 Y 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, 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 Y Preferred Stock in the amounts specified below in this Section 4, and no more, payable on the 15th of each February, May, August and November (each, a “dividend payment date”), (i) quarterly in arrears from, and including, the date of issuance to, but excluding, November 15, 2026 (the “First Reset Date”), at an annual rate of 4.150% on the liquidation preference of $25,000 per share, beginning on February 15, 2022, and (ii) from, and including the First Reset Date, for each reset period, at an annual rate equal to the five-year treasury rate as of the most recent reset dividend determination date (as described below) plus 3.000% on the liquidation preference of $25,000 per share, quarterly in arrears, beginning on February 15, 2027. The record date for payment of dividends on the Series Y 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. For any reset period beginning on or after the First Reset Date, the five-year treasury rate will be: - The average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, for the five business days appearing under the caption “Treasury Constant Maturities’’ in the most recently published statistical release designated H.15 Daily Update or any successor publication which is published by the Federal Reserve Board as of 5:00 p.m. (Eastern Time) as of any date of determination, as determined by the Calculation Agent in its sole discretion. - If no calculation is provided as described above, then the Company (or such affiliate) will use a substitute or successor rate that it has determined, in its sole discretion after consulting any source it deems to be reasonable, is (i) the industry-accepted substitute or successor for the five-year treasury rate or (ii) if there is no such industry-accepted substitute or successor for the five-year treasury rate, a substitute or successor rate that is most comparable to the five-year treasury rate. Upon selection of a substitute or successor rate, the Company (or such affiliate) may determine, in its sole discretion after consulting any source it deems to be reasonable, the day count convention, the business day convention, the definition of business day, the reset dividend determination date and any other relevant methodology or definition for calculating such substitute or successor rate, including any adjustment factor it determines is needed to make such substitute or successor rate comparable to the five-year treasury rate, in a manner that is consistent with any industry-accepted practices for such substitute or successor rate. The five-year treasury rate will be determined on each reset dividend determination date. With respect to any dividend period, any dividends on the Series Y Preferred Stock will be calculated on the basis of a 360-day year of twelve 30-day months, and “dividend period” means the period from, and including, each dividend payment date to, but excluding, the next succeeding dividend payment date, except for the initial dividend period, which will be the period from, and including, the date of issuance of the Series Y Preferred Stock to, but excluding, the first dividend payment date. In the event that any dividend payment date is not a business day, then payment of any dividend payable on such date will be made on the next succeeding business day and without any additional dividend accrual or other payment in respect of any such postponement. Any determination, decision or election that may be made by the Company (or one of its affiliates) pursuant to the provisions described above, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in the Company’s (or such affiliate’s) sole discretion, and, notwithstanding anything to the contrary in this Certificate of Designations, shall become effective without consent from the holders of the Series Y Preferred Stock or any other party. All percentages resulting from any calculation of the dividend rate will be rounded, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage point rounded upward. All currency amounts used in, or resulting from, the calculation on the Series Y Preferred Stock will be rounded to the nearest one-hundredth of a unit. For purposes of rounding, .005 of a unit shall be rounded upward. (b) Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series Y 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 Y 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 Y Preferred Stock remains outstanding, unless as to a dividend payment date full dividends on all outstanding shares of the Series Y 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, 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 Y Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series Y Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series Y Preferred Stock in the payment of dividends, all dividends declared upon shares of Series Y 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 Y 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 Y 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 Y 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 Y 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 at any time or in part, from time to time, the shares of Series Y Preferred Stock at the time outstanding, on any dividend payment date beginning on or after the First Reset Date, 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 Y 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 5 days and not more than 30 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 Y Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series Y Preferred Stock. Each notice shall state: (i) the redemption date; (ii) the total number of shares of Series Y 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 Y 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 Y Preferred Stock at the time outstanding, the shares of Series Y Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series Y Preferred Stock held by such Holders, (ii) by lot or (iii) 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 Y 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 Y Preferred Stock or any other class or series of preferred stock that ranks on parity with the Series Y 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 declared and 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 Y Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock then outstanding (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 of the Company, 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 Y 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 Y 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 Y Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series Y 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 Y 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 Company 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 Y 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 Y 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 Y 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 Y 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 Y 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 Y 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 Y Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series Y Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series Y 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 Y Preferred Stock prior to such merger or consolidation), and (ii) such Series Y 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 Y 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 Y 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 Y 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 Y 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 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 with the Series Y 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 Y 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 Y 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 Y 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 Y 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 Y Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent and/or the Calculation Agent in accordance with the agreements between the Company and the Transfer Agent; provided, however, that the Company shall appoint a successor transfer agent and/or calculation 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 Y Preferred Stock Certificates. Series Y Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series Y Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series Y 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 Y 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 Y Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series Y Preferred Stock Certificate, such Series Y Preferred Stock Certificate shall be valid nevertheless. A Series Y Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series Y Preferred Stock Certificate. Each Series Y 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 Y 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 Y Preferred Stock, in a name other than that in which the shares of Series Y 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 Y 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 388 Greenwich Street, New York, New York 10013 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 150 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 Y 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 has been executed on behalf of the Company by its Treasurer this 26th day of October, 2021. CITIGROUP INC. By: __/s/ Michael Verdeschi_______________________ Name: Michael Verdeschi Title: Treasurer Exhibit A FORM OF 4.150% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK, SERIES Y Certificate Number_______ Number of Shares of Series Y Preferred Stock______ CUSIP NO.: CITIGROUP INC. 4.150% Fixed Rate Reset Noncumulative Preferred Stock, Series Y (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 4.150% Fixed Rate Reset Noncumulative Preferred Stock, Series Y, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series Y Preferred Stock”). The shares of Series Y 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 Y Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated October 26, 2021 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 Y 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 Y 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 Y 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 Y Preferred Stock shall be payable at the rate provided in the Certificate of Designations. The shares of Series Y 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. 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 Y 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 Y 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.) CERTIFICATE OF DESIGNATIONS OF 7.375% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK SERIES Z OF 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 preferred stock committee (the “Preferred Stock Committee”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on February 28, 2023, 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 7.375% Fixed Rate Reset Noncumulative Preferred Stock, Series Z (the “Series Z Preferred Stock”), establishing the number of shares to be included in this Series Z Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series Z Preferred Stock and the qualifications, limitations or restrictions thereof as follows: Section 1. Designation. The designation of the series of preferred stock shall be “7.375% Fixed Rate Reset Noncumulative Preferred Stock, Series Z”. Each share of Series Z Preferred Stock shall be identical in all respects to every other share of Series Z Preferred Stock. Section 2. Number of Shares. The number of authorized shares of Series Z 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 Z 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 Z Preferred Stock. Section 3. Definitions. As used herein with respect to Series Z 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. “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 Z Preferred Stock, and its successors and assigns. “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. “First Reset Date” shall have the meaning set forth in Section 4(a) hereof. “Holder” means the Person in whose name the shares of the Series Z 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 Z 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 Z 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. “NY Federal Reserve’s website” shall have the meaning set forth in Section 4(a) 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 Z 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 (including, for the avoidance of doubt, any agency or instrumentality of the United States, including the Federal Reserve and other federal bank regulatory agencies) 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 Z 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 Z 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 Z 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 Z 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 Z Preferred Stock is outstanding. “Relevant Governmental Body” shall have the meaning set forth in Section 4(a) hereof. “reset date” means the First Reset Date and each date falling on the fifth anniversary of the preceding reset date, and no reset date, including the First Reset Date, will be adjusted for business days. “reset dividend determination date” means, in respect of any reset period, the day that is three business days prior to the beginning of such reset period. “reset period” means the period from, and including, each reset date to, but excluding, the next succeeding reset date, except for the initial reset period, which will be the period from, and including, the First Reset Date to, but excluding, the next succeeding reset date. “Series Z Liquidation Preference” shall have the meaning set forth in Section 5(a) hereof. “Series Z Preferred Stock” shall have the meaning set forth in Section 1 hereof. “Series Z Preferred Stock Certificate” shall have the meaning set forth in Section 14(a) hereof. “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 Z 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, 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 Z Preferred Stock in the amounts specified below in this Section 4, and no more, payable on the 15th of each February, May, August and November (each, a “dividend payment date”), (i) quarterly in arrears from, and including, the date of issuance to, but excluding, May 15, 2028 (the “First Reset Date”), at an annual rate of 7.375% on the liquidation preference of $25,000 per share, beginning on August 15, 2023, and (ii) from, and including the First Reset Date, for each reset period, at an annual rate equal to the five-year treasury rate as of the most recent reset dividend determination date (as described below) plus 3.209% on the liquidation preference of $25,000 per share, quarterly in arrears, beginning on August 15, 2028. The record date for payment of dividends on the Series Z 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. For any reset period beginning on or after the First Reset Date, the five-year treasury rate will be: - The average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, for the five business days appearing under the caption “Treasury Constant Maturities’’ in the most recently published statistical release designated H.15 Daily Update or any successor publication which is published by the Federal Reserve Board as of 5:00 p.m. (Eastern Time) as of any date of determination, as determined by the Calculation Agent in its sole discretion. - If no calculation is provided as described above, then the Company (or such affiliate) will use a substitute or successor rate that it has determined, in its sole discretion after consulting any source it deems to be reasonable, is (i) the industry-accepted substitute or successor for the five-year treasury rate or (ii) if there is no such industry-accepted substitute or successor for the five-year treasury rate, a substitute or successor rate that is most comparable to the five-year treasury rate. Upon selection of a substitute or successor rate, the Company (or such affiliate) may determine, in its sole discretion after consulting any source it deems to be reasonable, the day count convention, the business day convention, the definition of business day, the reset dividend determination date and any other relevant methodology or definition for calculating such substitute or successor rate, including any adjustment factor it determines is needed to make such substitute or successor rate comparable to the five-year treasury rate, in a manner that is consistent with any industry-accepted practices for such substitute or successor rate. The five-year treasury rate will be determined on each reset dividend determination date. With respect to any dividend period, any dividends on the Series Z Preferred Stock will be calculated on the basis of a 360-day year of twelve 30-day months, and “dividend period” means the period from, and including, each dividend payment date to, but excluding, the next succeeding dividend payment date, except for the initial dividend period, which will be the period from, and including, the date of issuance of the Series Z Preferred Stock to, but excluding, the first dividend payment date. In the event that any dividend payment date is not a business day, then payment of any dividend payable on such date will be made on the next succeeding business day and without any additional dividend accrual or other payment in respect of any such postponement. Any determination, decision or election that may be made by the Company (or one of its affiliates) pursuant to the provisions described above, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in the Company’s (or such affiliate’s) sole discretion, and, notwithstanding anything to the contrary in this Certificate of Designations, shall become effective without consent from the holders of the Series Z Preferred Stock or any other party. All percentages resulting from any calculation of the dividend rate will be rounded, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage point rounded upward. All currency amounts used in, or resulting from, the calculation on the Series Z Preferred Stock will be rounded to the nearest one-hundredth of a unit. For purposes of rounding, .005 of a unit shall be rounded upward. (b) Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series Z 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 Z 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 Z Preferred Stock remains outstanding, unless as to a dividend payment date full dividends on all outstanding shares of the Series Z 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, 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 Z Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series Z Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series Z Preferred Stock in the payment of dividends, all dividends declared upon shares of Series Z 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 Z 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 Z 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 Z 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 Z 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 at any time or in part, from time to time, the shares of Series Z Preferred Stock at the time outstanding, on any dividend payment date beginning on or after the First Reset Date, 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 Z 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 5 days and not more than 30 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 Z Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series Z Preferred Stock. Each notice shall state: (i) the redemption date; (ii) the total number of shares of Series Z 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 Z 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 Z Preferred Stock at the time outstanding, the shares of Series Z Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series Z Preferred Stock held by such Holders, (ii) by lot or (iii) 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 Z 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 Z Preferred Stock or any other class or series of preferred stock that ranks on parity with the Series Z 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 declared and 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 Z Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock then outstanding (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 of the Company, 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 Z 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 Z 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 Z Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series Z 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 Z 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 Company 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 Z 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 Z 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 Z 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 Z 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 Z 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 Z 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 Z Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series Z Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series Z 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 Z Preferred Stock prior to such merger or consolidation), and (ii) such Series Z 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 Z 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 Z 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 Z 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 Z 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 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 with the Series Z 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 Z 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 Z 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 Z 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 Z 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 Z Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent and/or the Calculation Agent in accordance with the agreements between the Company and the Transfer Agent; provided, however, that the Company shall appoint a successor transfer agent and/or calculation 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 Z Preferred Stock Certificates. Series Z Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series Z Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series Z 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 Z 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 Z Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series Z Preferred Stock Certificate, such Series Z Preferred Stock Certificate shall be valid nevertheless. A Series Z Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series Z Preferred Stock Certificate. Each Series Z 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 Z 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 Z Preferred Stock, in a name other than that in which the shares of Series Z 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 Z 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 388 Greenwich Street, New York, New York 10013 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 150 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 Z 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 has been executed on behalf of the Company by its Treasurer this 6th day of March, 2023. CITIGROUP INC. By: _/s/ Michael Verdeschi_______________ Name: Michael Verdeschi Title: Treasurer Exhibit A FORM OF 7.375% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK, SERIES Z Certificate Number_______ Number of Shares of Series Z Preferred Stock______ CUSIP NO.: CITIGROUP INC. 7.375% Fixed Rate Reset Noncumulative Preferred Stock, Series Z (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 7.375% Fixed Rate Reset Noncumulative Preferred Stock, Series Z, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series Z Preferred Stock”). The shares of Series Z 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 Z Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated March 6, 2023 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 Z 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 Z 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 Z 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 Z Preferred Stock shall be payable at the rate provided in the Certificate of Designations. The shares of Series Z 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. 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 Z 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 Z 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.) 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 30,000 shares of 5.90% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series B (the "Preferred Stock, Series B"), 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 B. 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 B are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup Inc. IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Treasurer this 5th day of September, 2023. CITIGROUP INC. By:/s/ Elissa Steinberg_____________ Elissa Steinberg Assistant Treasurer CERTIFICATE OF DESIGNATIONS OF 7.625% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK SERIES AA OF 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 preferred stock committee (the “Preferred Stock Committee”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on September 14, 2023, 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 7.625% Fixed Rate Reset Noncumulative Preferred Stock, Series AA (the “Series AA Preferred Stock”), establishing the number of shares to be included in this Series AA Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series AA Preferred Stock and the qualifications, limitations or restrictions thereof as follows: Section 1. Designation. The designation of the series of preferred stock shall be “7.625% Fixed Rate Reset Noncumulative Preferred Stock, Series AA”. Each share of Series AA Preferred Stock shall be identical in all respects to every other share of Series AA Preferred Stock. Section 2. Number of Shares. The number of authorized shares of Series AA 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 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: “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. “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 AA Preferred Stock, and its successors and assigns. “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. “First Reset Date” shall have the meaning set forth in Section 4(a) hereof. “Holder” means the Person in whose name the shares of the Series AA 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 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. “NY Federal Reserve’s website” shall have the meaning set forth in Section 4(a) 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 AA 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 (including, for the avoidance of doubt, any agency or instrumentality of the United States, including the Federal Reserve and other federal bank regulatory agencies) 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 AA 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 AA 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 AA 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 AA 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 AA Preferred Stock is outstanding. “Relevant Governmental Body” shall have the meaning set forth in Section 4(a) hereof. “reset date” means the First Reset Date and each date falling on the fifth anniversary of the preceding reset date, and no reset date, including the First Reset Date, will be adjusted for business days. “reset dividend determination date” means, in respect of any reset period, the day that is three business days prior to the beginning of such reset period. “reset period” means the period from, and including, each reset date to, but excluding, the next succeeding reset date, except for the initial reset period, which will be the period from, and including, the First Reset Date to, but excluding, the next succeeding reset date. “Series AA Liquidation Preference” shall have the meaning set forth in Section 5(a) hereof. “Series AA Preferred Stock” shall have the meaning set forth in Section 1 hereof. “Series AA Preferred Stock Certificate” shall have the meaning set forth in Section 14(a) hereof. “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 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, 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 AA Preferred Stock in the amounts specified below in this Section 4, and no more, payable on the 15th of each February, May, August and November (each, a “dividend payment date”), (i) quarterly in arrears from, and including, the date of issuance to, but excluding, November 15, 2028 (the “First Reset Date”), at an annual rate of 7.625% on the liquidation preference of $25,000 per share, beginning on February 15, 2024, and (ii) from, and including the First Reset Date, for each reset period, at an annual rate equal to the five-year treasury rate as of the most recent reset dividend determination date (as described below) plus 3.211% on the liquidation preference of $25,000 per share, quarterly in arrears, beginning on February 15, 2029. The record date for payment of dividends on the Series AA 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. For any reset period beginning on or after the First Reset Date, the five-year treasury rate will be: - The average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, for the five business days appearing under the caption “Treasury Constant Maturities’’ in the most recently published statistical release designated H.15 Daily Update or any successor publication which is published by the Federal Reserve Board as of 5:00 p.m. (Eastern Time) as of any date of determination, as determined by the Calculation Agent in its sole discretion. - If no calculation is provided as described above, then the Company (or such affiliate) will use a substitute or successor rate that it has determined, in its sole discretion after consulting any source it deems to be reasonable, is (i) the industry-accepted substitute or successor for the five-year treasury rate or (ii) if there is no such industry-accepted substitute or successor for the five-year treasury rate, a substitute or successor rate that is most comparable to the five-year treasury rate. Upon selection of a substitute or successor rate, the Company (or such affiliate) may determine, in its sole discretion after consulting any source it deems to be reasonable, the day count convention, the business day convention, the definition of business day, the reset dividend determination date and any other relevant methodology or definition for calculating such substitute or successor rate, including any adjustment factor it determines is needed to make such substitute or successor rate comparable to the five-year treasury rate, in a manner that is consistent with any industry-accepted practices for such substitute or successor rate. The five-year treasury rate will be determined on each reset dividend determination date. With respect to any dividend period, any dividends on the Series AA Preferred Stock will be calculated on the basis of a 360-day year of twelve 30-day months, and “dividend period” means the period from, and including, each dividend payment date to, but excluding, the next succeeding dividend payment date, except for the initial dividend period, which will be the period from, and including, the date of issuance of the Series AA Preferred Stock to, but excluding, the first dividend payment date. In the event that any dividend payment date is not a business day, then payment of any dividend payable on such date will be made on the next succeeding business day and without any additional dividend accrual or other payment in respect of any such postponement. Any determination, decision or election that may be made by the Company (or one of its affiliates) pursuant to the provisions described above, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in the Company’s (or such affiliate’s) sole discretion, and, notwithstanding anything to the contrary in this Certificate of Designations, shall become effective without consent from the holders of the Series AA Preferred Stock or any other party. All percentages resulting from any calculation of the dividend rate will be rounded, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage point rounded upward. All currency amounts used in, or resulting from, the calculation on the Series AA Preferred Stock will be rounded to the nearest one-hundredth of a unit. For purposes of rounding, .005 of a unit shall be rounded upward. (b) Noncumulative Dividends. If the Board of Directors or any 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 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 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, 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 AA Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series AA Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series AA Preferred Stock in the payment of dividends, all dividends declared upon shares of Series AA 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 AA 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 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 (the “Series AA 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 AA 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 at any time or in part, from time to time, the shares of Series AA Preferred Stock at the time outstanding, on any dividend payment date beginning on or after the First Reset Date, 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 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 5 days and not more than 30 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 total 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, 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 AA 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 AA Preferred Stock at the time outstanding, the shares of Series AA Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series AA Preferred Stock held by such Holders, (ii) by lot or (iii) 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 AA Preferred Stock shall be redeemed from time to time. (d) Effectiveness of Redemption. If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been set aside by the Company, separate and apart from its other assets, 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 AA Preferred Stock or any other class or series of preferred stock that ranks on parity with the 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 (any such class or series being referred to herein as “dividend parity stock”) have not been declared and 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 AA Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock then outstanding (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 of the Company, 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 AA 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 AA 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 AA Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series AA 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 AA 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 Company 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 AA 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 AA 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 AA 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 AA 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 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, for the avoidance of doubt, 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 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 AA 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 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 with the Series AA 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 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 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 AA 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 AA 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 AA 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 AA Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent and/or the Calculation Agent in accordance with the agreements between the Company and the Transfer Agent; provided, however, that the Company shall appoint a successor transfer agent and/or calculation 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 AA Preferred Stock Certificates. Series AA Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series AA Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series AA 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 AA 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 AA Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series AA Preferred Stock Certificate, such Series AA Preferred Stock Certificate shall be valid nevertheless. A Series AA Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series AA Preferred Stock Certificate. Each Series AA 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 AA 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 AA Preferred Stock, in a name other than that in which the shares of Series AA 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 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 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 388 Greenwich Street, New York, New York 10013 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 150 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 AA 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 has been executed on behalf of the Company by its Treasurer this 20th day of September, 2023. CITIGROUP INC. By: __/s/ Michael Verdeschi__________________ Name: Michael Verdeschi Title: Treasurer Exhibit A FORM OF 7.625% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK, SERIES AA Certificate Number_______ Number of Shares of Series AA Preferred Stock______ CUSIP NO.: CITIGROUP INC. 7.625% Fixed Rate Reset Noncumulative 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 [ ] fully paid and non-assessable shares of the Company’s designated 7.625% Fixed Rate Reset Noncumulative 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 Designations dated September 20, 2023 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 AA 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 AA 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 AA 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 AA Preferred Stock shall be payable at the rate provided in the Certificate of Designations. 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 Designations. 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, if any) (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.) 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 60,000 shares of 5.950% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series A (the "Preferred Stock, Series A"), 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 A. 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 A are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup Inc. IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Treasurer this 6th day of November, 2023. CITIGROUP INC. By: _/s/ Elissa Steinberg_____________ Elissa Steinberg 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 59,800 shares of 6.875% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series K (the "Preferred Stock, Series K"), 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 K. 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 K are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup Inc. IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Treasurer this 22nd day of January, 2024. CITIGROUP INC. By: /s/ Elissa Steinberg_____________ Elissa Steinberg Assistant Treasurer CERTIFICATE OF DESIGNATIONS OF 7.200% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK SERIES BB OF 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 preferred stock committee (the “Preferred Stock Committee”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on February 28, 2024, adopted resolutions (i) authorizing the issuance and sale of up to 22,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 7.200% Fixed Rate Reset Noncumulative Preferred Stock, Series BB (the “Series BB Preferred Stock”), establishing the number of shares to be included in this Series BB Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series BB Preferred Stock and the qualifications, limitations or restrictions thereof as follows: Section 1. Designation. The designation of the series of preferred stock shall be “7.200% Fixed Rate Reset Noncumulative Preferred Stock, Series BB”. Each share of Series BB Preferred Stock shall be identical in all respects to every other share of Series BB Preferred Stock. Section 2. Number of Shares. The number of authorized shares of Series BB Preferred Stock shall be 22,000. 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 BB 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 BB Preferred Stock. Section 3. Definitions. As used herein with respect to Series BB 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. “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 BB Preferred Stock, and its successors and assigns. “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. “First Reset Date” shall have the meaning set forth in Section 4(a) hereof. “Holder” means the Person in whose name the shares of the Series BB 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 BB 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 BB 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. “NY Federal Reserve’s website” shall have the meaning set forth in Section 4(a) 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 BB 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 (including, for the avoidance of doubt, any agency or instrumentality of the United States, including the Federal Reserve and other federal bank regulatory agencies) 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 BB 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 BB 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 BB 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 BB 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 BB Preferred Stock is outstanding. “Relevant Governmental Body” shall have the meaning set forth in Section 4(a) hereof. “reset date” means the First Reset Date and each date falling on the fifth anniversary of the preceding reset date, and no reset date, including the First Reset Date, will be adjusted for business days. “reset dividend determination date” means, in respect of any reset period, the day that is three business days prior to the beginning of such reset period. “reset period” means the period from, and including, each reset date to, but excluding, the next succeeding reset date, except for the initial reset period, which will be the period from, and including, the First Reset Date to, but excluding, the next succeeding reset date. “Series BB Liquidation Preference” shall have the meaning set forth in Section 5(a) hereof. “Series BB Preferred Stock” shall have the meaning set forth in Section 1 hereof. “Series BB Preferred Stock Certificate” shall have the meaning set forth in Section 14(a) hereof. “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 BB 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, 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 BB Preferred Stock in the amounts specified below in this Section 4, and no more, payable on the 15th of each February, May, August and November (each, a “dividend payment date”), (i) quarterly in arrears from, and including, the date of issuance to, but excluding, May 15, 2029 (the “First Reset Date”), at an annual rate of 7.200% on the liquidation preference of $25,000 per share, beginning on August 15, 2024, and (ii) from, and including the First Reset Date, for each reset period, at an annual rate equal to the five-year treasury rate as of the most recent reset dividend determination date (as described below) plus 2.905% on the liquidation preference of $25,000 per share, quarterly in arrears, beginning on August 15, 2029. The record date for payment of dividends on the Series BB 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. For any reset period beginning on or after the First Reset Date, the five-year treasury rate will be: - The average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, for the five business days appearing under the caption “Treasury Constant Maturities’’ in the most recently published statistical release designated H.15 Daily Update or any successor publication which is published by the Federal Reserve Board as of 5:00 p.m. (Eastern Time) as of any date of determination, as determined by the Calculation Agent in its sole discretion. - If no calculation is provided as described above, then the Company (or such affiliate) will use a substitute or successor rate that it has determined, in its sole discretion after consulting any source it deems to be reasonable, is (i) the industry-accepted substitute or successor for the five-year treasury rate or (ii) if there is no such industry-accepted substitute or successor for the five-year treasury rate, a substitute or successor rate that is most comparable to the five-year treasury rate. Upon selection of a substitute or successor rate, the Company (or such affiliate) may determine, in its sole discretion after consulting any source it deems to be reasonable, the day count convention, the business day convention, the definition of business day, the reset dividend determination date and any other relevant methodology or definition for calculating such substitute or successor rate, including any adjustment factor it determines is needed to make such substitute or successor rate comparable to the five-year treasury rate, in a manner that is consistent with any industry-accepted practices for such substitute or successor rate. The five-year treasury rate will be determined on each reset dividend determination date. With respect to any dividend period, any dividends on the Series BB Preferred Stock will be calculated on the basis of a 360-day year of twelve 30-day months, and “dividend period” means the period from, and including, each dividend payment date to, but excluding, the next succeeding dividend payment date, except for the initial dividend period, which will be the period from, and including, the date of issuance of the Series BB Preferred Stock to, but excluding, the first dividend payment date. In the event that any dividend payment date is not a business day, then payment of any dividend payable on such date will be made on the next succeeding business day and without any additional dividend accrual or other payment in respect of any such postponement. Any determination, decision or election that may be made by the Company (or one of its affiliates) pursuant to the provisions described above, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in the Company’s (or such affiliate’s) sole discretion, and, notwithstanding anything to the contrary in this Certificate of Designations, shall become effective without consent from the holders of the Series BB Preferred Stock or any other party. All percentages resulting from any calculation of the dividend rate will be rounded, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage point rounded upward. All currency amounts used in, or resulting from, the calculation on the Series BB Preferred Stock will be rounded to the nearest one-hundredth of a unit. For purposes of rounding, .005 of a unit shall be rounded upward. (b) Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series BB 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 BB 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 BB Preferred Stock remains outstanding, unless as to a dividend payment date full dividends on all outstanding shares of the Series BB 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, 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 BB Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series BB Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series BB Preferred Stock in the payment of dividends, all dividends declared upon shares of Series BB 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 BB 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 BB 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 BB 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 BB 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 at any time or in part, from time to time, the shares of Series BB Preferred Stock at the time outstanding, on any dividend payment date beginning on or after the First Reset Date, 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 BB 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 5 days and not more than 30 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 BB Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series BB Preferred Stock. Each notice shall state: (i) the redemption date; (ii) the total number of shares of Series BB 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 BB 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 BB Preferred Stock at the time outstanding, the shares of Series BB Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series BB Preferred Stock held by such Holders, (ii) by lot or (iii) 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 BB 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 BB Preferred Stock or any other class or series of preferred stock that ranks on parity with the Series BB 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 declared and 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 BB Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock then outstanding (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 of the Company, 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 BB 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 BB 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 BB Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series BB 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 BB 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 Company 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 BB 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 BB 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 BB 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 BB 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 BB 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 BB 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 BB Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series BB Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series BB 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 BB Preferred Stock prior to such merger or consolidation), and (ii) such Series BB 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 BB 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 BB 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 BB 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 BB 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 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 with the Series BB 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 BB 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 BB 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 BB 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 BB 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 BB Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent and/or the Calculation Agent in accordance with the agreements between the Company and the Transfer Agent; provided, however, that the Company shall appoint a successor transfer agent and/or calculation 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 BB Preferred Stock Certificates. Series BB Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series BB Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series BB 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 BB 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 BB Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series BB Preferred Stock Certificate, such Series BB Preferred Stock Certificate shall be valid nevertheless. A Series BB Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series BB Preferred Stock Certificate. Each Series BB 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 BB 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 BB Preferred Stock, in a name other than that in which the shares of Series BB 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 BB 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 388 Greenwich Street, New York, New York 10013 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 150 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 BB 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 has been executed on behalf of the Company by its Assistant Treasurer this 5th day of March, 2024. CITIGROUP INC. By: /s/ Elissa Steinberg___________________ Name: Elissa Steinberg Title: Assistant Treasurer Exhibit A FORM OF 7.200% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK, SERIES BB Certificate Number_______ Number of Shares of Series BB Preferred Stock______ CUSIP NO.: CITIGROUP INC. 7.200% Fixed Rate Reset Noncumulative Preferred Stock, Series BB (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 7.200% Fixed Rate Reset Noncumulative Preferred Stock, Series BB, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series BB Preferred Stock”). The shares of Series BB 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 BB Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated March 5, 2024 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 BB 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 BB 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 BB 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 BB Preferred Stock shall be payable at the rate provided in the Certificate of Designations. The shares of Series BB 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. 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 BB 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 BB 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.) 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 38,000 shares of 7.125% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series J (the "Preferred Stock, Series J"), 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 J. 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 J are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup Inc. IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Treasurer this 2nd day of April, 2024. CITIGROUP INC. By: /s/ Elissa Steinberg_____________ Elissa Steinberg Assistant Treasurer CERTIFICATE OF DESIGNATIONS OF 7.125% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK SERIES CC OF 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 preferred stock committee (the “Preferred Stock Committee”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on May 21, 2024, adopted resolutions (i) authorizing the issuance and sale of up to 70,000 shares of the Company’s preferred stock and (ii) approving this final form of Certificate of Designations of 7.125% Fixed Rate Reset Noncumulative Preferred Stock, Series CC (the “Series CC Preferred Stock”), establishing the number of shares to be included in this Series CC Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series CC 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 Reset Noncumulative Preferred Stock, Series CC”. Each share of Series CC Preferred Stock shall be identical in all respects to every other share of Series CC Preferred Stock. Section 2. Number of Shares. The number of authorized shares of Series CC Preferred Stock shall be 70,000. 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 CC 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 CC Preferred Stock. Section 3. Definitions. As used herein with respect to Series CC 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. “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 CC Preferred Stock, and its successors and assigns. “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. “First Reset Date” shall have the meaning set forth in Section 4(a) hereof. “Holder” means the Person in whose name the shares of the Series CC 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 CC 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 CC 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. “NY Federal Reserve’s website” shall have the meaning set forth in Section 4(a) 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 CC 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 (including, for the avoidance of doubt, any agency or instrumentality of the United States, including the Federal Reserve and other federal bank regulatory agencies) 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 CC 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 CC 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 CC 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 CC 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 CC Preferred Stock is outstanding. “Relevant Governmental Body” shall have the meaning set forth in Section 4(a) hereof. “reset date” means the First Reset Date and each date falling on the fifth anniversary of the preceding reset date, and no reset date, including the First Reset Date, will be adjusted for business days. “reset dividend determination date” means, in respect of any reset period, the day that is three business days prior to the beginning of such reset period. “reset period” means the period from, and including, each reset date to, but excluding, the next succeeding reset date, except for the initial reset period, which will be the period from, and including, the First Reset Date to, but excluding, the next succeeding reset date. “Series CC Liquidation Preference” shall have the meaning set forth in Section 5(a) hereof. “Series CC Preferred Stock” shall have the meaning set forth in Section 1 hereof. “Series CC Preferred Stock Certificate” shall have the meaning set forth in Section 14(a) hereof. “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 CC 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, 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 CC Preferred Stock in the amounts specified below in this Section 4, and no more, payable on the 15th of each February, May, August and November (each, a “dividend payment date”), (i) quarterly in arrears from, and including, the date of issuance to, but excluding, August 15, 2029 (the “First Reset Date”), at an annual rate of 7.125% on the liquidation preference of $25,000 per share, beginning on November 15, 2024, and (ii) from, and including the First Reset Date, for each reset period, at an annual rate equal to the five-year treasury rate as of the most recent reset dividend determination date (as described below) plus 2.693% on the liquidation preference of $25,000 per share, quarterly in arrears, beginning on November 15, 2029. The record date for payment of dividends on the Series CC 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. For any reset period beginning on or after the First Reset Date, the five-year treasury rate will be: - The average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for five-year maturities, for the five business days appearing under the caption “Treasury Constant Maturities’’ in the most recently published statistical release designated H.15 Daily Update or any successor publication which is published by the Federal Reserve Board as of 5:00 p.m. (Eastern Time) as of any date of determination, as determined by the Calculation Agent in its sole discretion. - If no calculation is provided as described above, then the Company (or such affiliate) will use a substitute or successor rate that it has determined, in its sole discretion after consulting any source it deems to be reasonable, is (i) the industry-accepted substitute or successor for the five-year treasury rate or (ii) if there is no such industry-accepted substitute or successor for the five-year treasury rate, a substitute or successor rate that is most comparable to the five-year treasury rate. Upon selection of a substitute or successor rate, the Company (or such affiliate) may determine, in its sole discretion after consulting any source it deems to be reasonable, the day count convention, the business day convention, the definition of business day, the reset dividend determination date and any other relevant methodology or definition for calculating such substitute or successor rate, including any adjustment factor it determines is needed to make such substitute or successor rate comparable to the five-year treasury rate, in a manner that is consistent with any industry-accepted practices for such substitute or successor rate. The five-year treasury rate will be determined on each reset dividend determination date. With respect to any dividend period, any dividends on the Series CC Preferred Stock will be calculated on the basis of a 360-day year of twelve 30-day months, and “dividend period” means the period from, and including, each dividend payment date to, but excluding, the next succeeding dividend payment date, except for the initial dividend period, which will be the period from, and including, the date of issuance of the Series CC Preferred Stock to, but excluding, the first dividend payment date. In the event that any dividend payment date is not a business day, then payment of any dividend payable on such date will be made on the next succeeding business day and without any additional dividend accrual or other payment in respect of any such postponement. Any determination, decision or election that may be made by the Company (or one of its affiliates) pursuant to the provisions described above, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in the Company’s (or such affiliate’s) sole discretion, and, notwithstanding anything to the contrary in this Certificate of Designations, shall become effective without consent from the holders of the Series CC Preferred Stock or any other party. All percentages resulting from any calculation of the dividend rate will be rounded, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage point rounded upward. All currency amounts used in, or resulting from, the calculation on the Series CC Preferred Stock will be rounded to the nearest one-hundredth of a unit. For purposes of rounding, .005 of a unit shall be rounded upward. (b) Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series CC 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 CC 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 CC Preferred Stock remains outstanding, unless as to a dividend payment date full dividends on all outstanding shares of the Series CC 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, 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 CC Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series CC Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series CC Preferred Stock in the payment of dividends, all dividends declared upon shares of Series CC 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 CC 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 CC 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 CC 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 CC 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 at any time or in part, from time to time, the shares of Series CC Preferred Stock at the time outstanding, on any dividend payment date beginning on or after the First Reset Date, 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 CC 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 5 days and not more than 30 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 CC Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series CC Preferred Stock. Each notice shall state: (i) the redemption date; (ii) the total number of shares of Series CC 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 CC 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 CC Preferred Stock at the time outstanding, the shares of Series CC Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series CC Preferred Stock held by such Holders, (ii) by lot or (iii) 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 CC 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 CC Preferred Stock or any other class or series of preferred stock that ranks on parity with the Series CC 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 declared and 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 CC Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock then outstanding (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 of the Company, 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 CC 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 CC 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 CC Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series CC 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 CC 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 Company 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 CC 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 CC 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 CC 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 CC 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 CC 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 CC 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 CC Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series CC Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series CC 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 CC Preferred Stock prior to such merger or consolidation), and (ii) such Series CC 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 CC 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 CC 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 CC 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 CC 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 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 with the Series CC 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 CC 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 CC 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 CC 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 CC 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 CC Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent and/or the Calculation Agent in accordance with the agreements between the Company and the Transfer Agent; provided, however, that the Company shall appoint a successor transfer agent and/or calculation 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 CC Preferred Stock Certificates. Series CC Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series CC Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series CC 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 CC 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 CC Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series CC Preferred Stock Certificate, such Series CC Preferred Stock Certificate shall be valid nevertheless. A Series CC Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series CC Preferred Stock Certificate. Each Series CC 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 CC 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 CC Preferred Stock, in a name other than that in which the shares of Series CC 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 CC 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 388 Greenwich Street, New York, New York 10013 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 150 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 CC 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 has been executed on behalf of the Company by its Assistant Treasurer this 28th day of May, 2024. CITIGROUP INC. By: /s/ Elissa Steinberg_________________ Name: Elissa Steinberg Title: Assistant Treasurer Exhibit A FORM OF 7.125% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK, SERIES CC Certificate Number_______ Number of Shares of Series CC Preferred Stock______ CUSIP NO.: CITIGROUP INC. 7.125% Fixed Rate Reset Noncumulative Preferred Stock, Series CC (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 Reset Noncumulative Preferred Stock, Series CC, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series CC Preferred Stock”). The shares of Series CC 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 CC Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated May 28, 2024 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 CC 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 CC 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 CC 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 CC Preferred Stock shall be payable at the rate provided in the Certificate of Designations. The shares of Series CC 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. 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 CC 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 CC 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.) 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 50,000 shares of 5.350% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series D (the "Preferred Stock, Series D"), 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 D. 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 D are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup Inc. IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Treasurer this 25th day of June, 2024. CITIGROUP INC. By: /s/ Elissa Steinberg_____________ Elissa Steinberg Assistant Treasurer CERTIFICATE OF DESIGNATIONS OF 7.000% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK SERIES DD OF 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 preferred stock committee (the “Preferred Stock Committee”) by the Board of Directors, the Preferred Stock Committee, by action duly taken on July 23, 2024, 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 7.000% Fixed Rate Reset Noncumulative Preferred Stock, Series DD (the “Series DD Preferred Stock”), establishing the number of shares to be included in this Series DD Preferred Stock and fixing the designation, powers, preferences and rights of the shares of this Series DD Preferred Stock and the qualifications, limitations or restrictions thereof as follows: Section 1. Designation. The designation of the series of preferred stock shall be “7.000% Fixed Rate Reset Noncumulative Preferred Stock, Series DD”. Each share of Series DD Preferred Stock shall be identical in all respects to every other share of Series DD Preferred Stock. Section 2. Number of Shares. The number of authorized shares of Series DD 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 DD 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 DD Preferred Stock. Section 3. Definitions. As used herein with respect to Series DD 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. “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 DD Preferred Stock, and its successors and assigns. “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. “First Reset Date” shall have the meaning set forth in Section 4(a) hereof. “Holder” means the Person in whose name the shares of the Series DD 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 DD 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 DD 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. “NY Federal Reserve’s website” shall have the meaning set forth in Section 4(a) 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 DD 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 (including, for the avoidance of doubt, any agency or instrumentality of the United States, including the Federal Reserve and other federal bank regulatory agencies) 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 DD 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 DD 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 DD 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 DD 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 DD Preferred Stock is outstanding. “Relevant Governmental Body” shall have the meaning set forth in Section 4(a) hereof. “reset date” means the First Reset Date and each date falling on the fifth anniversary of the preceding reset date, and no reset date, including the First Reset Date, will be adjusted for business days. “reset dividend determination date” means, in respect of any reset period, the day that is three business days prior to the beginning of such reset period. “reset period” means the period from, and including, each reset date to, but excluding, the next succeeding reset date, except for the initial reset period, which will be the period from, and including, the First Reset Date to, but excluding, the next succeeding reset date. “Series DD Liquidation Preference” shall have the meaning set forth in Section 5(a) hereof. “Series DD Preferred Stock” shall have the meaning set forth in Section 1 hereof. “Series DD Preferred Stock Certificate” shall have the meaning set forth in Section 14(a) hereof. “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 DD Preferred Stock, and its successors and assigns. “Trust” shall have the meaning set forth in Section 6(d). Section 4. Dividends. aRate. 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 DD Preferred Stock in the amounts specified below in this Section 4, and no more, payable on the 15th of each February, May, August and November (each, a “dividend payment date”), (i) quarterly in arrears from, and including, the date of issuance to, but excluding, August 15, 2034 (the “First Reset Date”), at an annual rate of 7.000% on the liquidation preference of $25,000 per share, beginning on November 15, 2024, and (ii) from, and including the First Reset Date, for each reset period, at an annual rate equal to the ten-year treasury rate as of the most recent reset dividend determination date (as described below) plus 2.757% on the liquidation preference of $25,000 per share, quarterly in arrears, beginning on November 15, 2034. The record date for payment of dividends on the Series DD 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. For any reset period beginning on or after the First Reset Date, the ten-year treasury rate will be: - The average of the yields on actively traded U.S. treasury securities adjusted to constant maturity, for ten-year maturities, for the five business days appearing under the caption “Treasury Constant Maturities’’ in the most recently published statistical release designated H.15 Daily Update or any successor publication which is published by the Federal Reserve Board as of 5:00 p.m. (Eastern Time) as of any date of determination, as determined by the Calculation Agent in its sole discretion. - If no calculation is provided as described above, then the Company (or such affiliate) will use a substitute or successor rate that it has determined, in its sole discretion after consulting any source it deems to be reasonable, is (i) the industry-accepted substitute or successor for the ten-year treasury rate or (ii) if there is no such industry-accepted substitute or successor for the ten-year treasury rate, a substitute or successor rate that is most comparable to the ten-year treasury rate. Upon selection of a substitute or successor rate, the Company (or such affiliate) may determine, in its sole discretion after consulting any source it deems to be reasonable, the day count convention, the business day convention, the definition of business day, the reset dividend determination date and any other relevant methodology or definition for calculating such substitute or successor rate, including any adjustment factor it determines is needed to make such substitute or successor rate comparable to the ten-year treasury rate, in a manner that is consistent with any industry-accepted practices for such substitute or successor rate. The ten-year treasury rate will be determined on each reset dividend determination date. With respect to any dividend period, any dividends on the Series DD Preferred Stock will be calculated on the basis of a 360-day year of twelve 30-day months, and “dividend period” means the period from, and including, each dividend payment date to, but excluding, the next succeeding dividend payment date, except for the initial dividend period, which will be the period from, and including, the date of issuance of the Series DD Preferred Stock to, but excluding, the first dividend payment date. In the event that any dividend payment date is not a business day, then payment of any dividend payable on such date will be made on the next succeeding business day and without any additional dividend accrual or other payment in respect of any such postponement. Any determination, decision or election that may be made by the Company (or one of its affiliates) pursuant to the provisions described above, including any determination with respect to tenor, rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error, will be made in the Company’s (or such affiliate’s) sole discretion, and, notwithstanding anything to the contrary in this Certificate of Designations, shall become effective without consent from the holders of the Series DD Preferred Stock or any other party. All percentages resulting from any calculation of the dividend rate will be rounded, if necessary, to the nearest 1/100,000 of 1% (.0000001), with five one-millionths of a percentage point rounded upward. All currency amounts used in, or resulting from, the calculation on the Series DD Preferred Stock will be rounded to the nearest one-hundredth of a unit. For purposes of rounding, .005 of a unit shall be rounded upward. (b) Noncumulative Dividends. If the Board of Directors or any duly authorized committee thereof does not declare a dividend on the Series DD 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 DD 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 DD Preferred Stock remains outstanding, unless as to a dividend payment date full dividends on all outstanding shares of the Series DD 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, 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 DD Preferred Stock remains outstanding, if dividends are not declared and paid in full upon the shares of Series DD Preferred Stock and any class or series of stock of the Company now existing or hereafter authorized that ranks equally with the Series DD Preferred Stock in the payment of dividends, all dividends declared upon shares of Series DD 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 DD 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 DD 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 DD 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 DD 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 at any time or in part, from time to time, the shares of Series DD Preferred Stock at the time outstanding, on any dividend payment date beginning on or after the First Reset Date, 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 DD 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 5 days and not more than 30 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 DD Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Series DD Preferred Stock. Each notice shall state: (i) the redemption date; (ii) the total number of shares of Series DD 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 DD 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 DD Preferred Stock at the time outstanding, the shares of Series DD Preferred Stock to be redeemed shall be selected (i) pro rata from the Holders in proportion to the number of shares of Series DD Preferred Stock held by such Holders, (ii) by lot or (iii) 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 DD 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 DD Preferred Stock or any other class or series of preferred stock that ranks on parity with the Series DD 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 declared and 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 DD Preferred Stock or the holders of at least 20% of the voting power of any series of dividend parity stock then outstanding (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 of the Company, 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 DD 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 DD 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 DD Preferred Stock and dividend parity stock in accordance with this Section 7. If the holders of Series DD 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 DD 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 Company 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 DD 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 DD 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 DD 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 DD 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 DD 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 DD 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 DD Preferred Stock or a merger or consolidation of the Company with another entity, except that holders of Series DD Preferred Stock will have no right to vote under this provision or otherwise under Delaware law if in each case (i) the Series DD 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 DD Preferred Stock prior to such merger or consolidation), and (ii) such Series DD 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 DD 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 DD 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 DD 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 DD 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 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 with the Series DD 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 DD 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 DD 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 DD 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 DD 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 DD Preferred Stock shall be Computershare Trust Company, N.A. The Company may, in its sole discretion, remove the Transfer Agent and/or the Calculation Agent in accordance with the agreements between the Company and the Transfer Agent; provided, however, that the Company shall appoint a successor transfer agent and/or calculation 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 DD Preferred Stock Certificates. Series DD Preferred Stock shall be issued in certificated form in substantially the form attached hereto as Exhibit A (each, a “Series DD Preferred Stock Certificate”). Exhibit A is hereby incorporated in and expressly made a part of this Certificate of Designations. The Series DD 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 DD 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 DD Preferred Stock Certificate no longer holds that office at the time the Transfer Agent countersigned the Series DD Preferred Stock Certificate, such Series DD Preferred Stock Certificate shall be valid nevertheless. A Series DD Preferred Stock Certificate shall not be valid until an authorized signatory of the Transfer Agent manually countersigns such Series DD Preferred Stock Certificate. Each Series DD 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 DD 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 DD Preferred Stock, in a name other than that in which the shares of Series DD 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 DD 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 388 Greenwich Street, New York, New York 10013 (Attention: Corporate Secretary) or to the Transfer Agent at its office at 150 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 DD 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 has been executed on behalf of the Company by its Assistant Treasurer this 29th day of July, 2024. CITIGROUP INC. By: /s/ Aaditya Niranjan ____________ Name: Aaditya Niranjan Title: Assistant Treasurer Exhibit A FORM OF 7.000% FIXED RATE RESET NONCUMULATIVE PREFERRED STOCK, SERIES DD Certificate Number_______ Number of Shares of Series DD Preferred Stock______ CUSIP NO.: CITIGROUP INC. 7.000% Fixed Rate Reset Noncumulative Preferred Stock, Series DD (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 7.000% Fixed Rate Reset Noncumulative Preferred Stock, Series DD, with a par value of $1.00 per share and a liquidation preference of $25,000 per share (the “Series DD Preferred Stock”). The shares of Series DD 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 DD Preferred Stock represented hereby are and shall in all respects be subject to the provisions of the Certificate of Designations dated July 29, 2024 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 DD 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 DD 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 DD 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 DD Preferred Stock shall be payable at the rate provided in the Certificate of Designations. The shares of Series DD 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. 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 DD 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 DD 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.) 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 70,000 shares of 6.300% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series M (the "Preferred Stock, Series M"), 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 M. 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 M are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup Inc. IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Treasurer this 21st day of August, 2024. CITIGROUP INC. By: /s/ Elissa Steinberg Elissa Steinberg 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 60,000 shares of 5.000% Fixed Rate / Floating Rate Non-Cumulative Preferred Stock, Series U (the "Preferred Stock, Series U"), 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 U. 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 U are hereby returned to the status of authorized but unissued shares of the Preferred Stock of Citigroup Inc. IN WITNESS WHEREOF, CITIGROUP INC. has caused this certificate to be signed by the below duly authorized Assistant Treasurer this 20th day of September, 2024. CITIGROUP INC. By: /s/ Elissa Steinberg Elissa Steinberg Assistant Treasurer --- ## EX-10.1 SEC source: [citi-exh101x9302024.htm](https://www.sec.gov/Archives/edgar/data/831001/000083100124000134/citi-exh101x9302024.htm) Exhibit 10.1 CITIGROUP INC. CAP AGREEMENT Citigroup Inc. (“Citigroup”) hereby grants to [NAME] (the “Participant” or “you”) the deferred compensation described below (the “Award”), consisting of a Deferred Stock Award. For the Award to be effective, you must accept below acknowledging that you have received and read this Award Agreement, including the Terms and Conditions set forth following this Cover Page and the Data Protection Statement attached hereto (collectively, this “Agreement”) and the Prospectus related to the Award (collectively, including this Agreement, the “Legal Documents”). If you do not formally accept the terms and conditions of your award within the time period prescribed by Citigroup, the award summarized below will be withdrawn and canceled. Summary of Deferred Stock Award (the “Deferred Stock Award”) Award Date [Date] Number of Shares of Citigroup common stock (“Shares”) [ ] Scheduled Vesting Date (each such date, a Scheduled Vesting Date”) February 20, 20\_\_ (25%) February 20, 20\_\_ (25%) February 20, 20\_\_ (25%) February 20, 20\_\_ (25%)1 Length of sale restriction [ ] Acceptance and Agreement by Participant. I hereby accept the Award and acknowledge that I have received and read the Legal Documents and that I understand and agree to be bound by them. CITIGROUP INC. PARTICIPANT: By: ________________________ __________________________ [Name] Name: [Title] GEID: 1 Pro-rata vesting over four years with the first vesting date in February of the year following the year in which the Award is granted (subject to post-vesting retention requirements) is applicable employees designated as Material Risk Takers in the United Kingdom, the European Union and elsewhere as contemplated by local regulations (“MRTs”). Pro-rata vesting over four years with the first vesting date in January of the year following the year in which the Award is granted is applicable to employees who have not been designated as MRTs. The vesting schedule in this form of Award Agreement is indicative and may vary from year to year. TERMS AND CONDITIONS The Award is granted pursuant to, and subject to the terms of, the Citigroup Inc. Discretionary Incentive and Retention Award Plan, as amended and restated effective as of January 1, 2024 (“DIRAP”). The Deferred Stock Award is also granted pursuant to, and subject to the terms of, the Citigroup Inc. 2019 Stock Incentive Plan, as amended from time to time (the “Stock Incentive Plan”). Any Shares deliverable to Participant in connection with the Deferred Stock Award will be from the Shares available for grant pursuant to the terms of the Stock Incentive Plan. As used herein, (i) “Prospectus” refers to the Stock Incentive Plan prospectus, dated [Date], and any applicable prospectus supplements, collectively; (ii); “Award,” or “Deferred Stock Award,” refers to all rights associated with the applicable Award; (iii) “Company” means Citigroup and its consolidated subsidiaries; (iv) “Committee” means the Compensation, Performance Management, and Culture Committee of the Citigroup Board of Directors (or any successor committee) or any person having delegated authority from the Committee over the administration of the Award; and (v) a “de minimis MRT” means a Participant who is a (1) U.K. MRT (excluding PRA Senior Managers) whose total Award value is not more than 33% of his or her total compensation and less than or equal to £44,000 or (2) CEP MRT or BaFin MRT whose total Award value is not more than 33% of his or her total compensation and less than or equal to €50,000. 1. Participant Acknowledgements. YOU ACKNOWLEDGE THAT YOU HAVE BEEN PROVIDED WITH THE OPPORTUNITY TO REVIEW THE LEGAL DOCUMENTS FOR NO FEWER THAN FOURTEEN BUSINESS DAYS, HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL AND HAVE READ THIS AGREEMENT CAREFULLY PRIOR TO ACCEPTING THE AWARD In addition, you acknowledge and agree that: (a)the Award will be canceled in accordance with the terms of this Agreement if the settlement conditions set forth herein are not satisfied; (b)amounts paid in settlement of the Award are subject to repayment in the circumstances and pursuant to the terms set forth herein; (c)neither the Award nor any amounts payable in respect of the Award will be considered when calculating any statutory, common law or other employment-related payment to Participant, including any severance, resignation, termination, redundancy, end-of-service, bonus, long-service awards, pension, superannuation or retirement or welfare or similar payments, benefits or entitlements; (d)any monetary value assigned to the Deferred Stock Award in any communication is contingent, hypothetical, and for illustrative purposes only and does not express or imply any promise or intent by the Company to deliver, directly or indirectly, any certain or determinable cash value to Participant; (e)Participant had no right to receive the Award and receipt of the Award is neither an indication nor a guarantee that an incentive or deferred compensation award of any type or amount will be made in the future; and (f)the official language of the Legal Documents is English, which official language will govern the interpretation of the Legal Documents, notwithstanding that unofficial translations of the Legal Documents to a different language may have been made available to Participant. 2 2. Suspension and Cancelation of Award in Certain Circumstances. Notwithstanding anything in the Legal Documents to the contrary: (x) If any of the conditions to settlement set forth in Subsections 2(a) through 2(c) hereof (the “Settlement Conditions”) are determined to have been not satisfied as of the Scheduled Vesting Date, the Award shall be canceled and upon cancelation of the Award the Participant shall cease to have any rights with respect thereto; and (y) the Committee may suspend the settlement of the Award, or any portion thereof, in connection with an investigation or review of the Participant or any event or circumstance that may give rise to a failure of a Settlement Condition to be satisfied or other similar circumstance, in each such case as determined by the Committee, in which case the Committee shall determine in accordance with such procedures as shall be established by the Committee from time to time, whether the Award, to the extent settlement was suspended, is eligible for settlement or shall be canceled. The Settlement Conditions do not change while the Award is outstanding, regardless of Participant’s status as an active or terminated employee or other change in employment status, or because Participant transfers employment within the Company. (a)Generally Applicable Service-Based Settlement Condition. Settlement of each portion of the Award is conditioned on Participant’s continuous employment with the Company up to and including the applicable Scheduled Vesting Date, unless (i) Participant entered into a written agreement with the Company providing otherwise, or (ii) as otherwise provided in Section 3 hereof. (b)Generally Applicable Additional Settlement Condition. Settlement of each portion of the Award is conditioned on (x) the Committee not having determined that Participant (1) received the Award based on materially inaccurate publicly reported financial statements, (2) knowingly provided materially inaccurate information relating to publicly reported financial statements, or (3) has engaged in “gross misconduct” as defined in Subsection 3(e) hereof, it being understood that such definition shall be applied regardless of whether the Company knows of such conduct, or the facts giving rise thereto, prior to the termination of Participant’s employment with the Company or whether Participant’s termination of employment relates to such conduct or facts and (y) the Participant not having materially breached any post-employment covenant set forth in Section 4 hereof. (c)Deferred Stock Award Material Adverse Outcome Settlement Condition/Violation of Any Material Risk Limit. (i) Settlement of the Deferred Stock Award is subject to the condition (the “Deferred Stock MAO/MVRL Condition”) that the full Deferred Stock Award will be canceled if a Participant has had Significant Responsibility for a Material Adverse Outcome or Violation of Any Material Risk Limit (as defined below), subject to Subsection 2(c)(iii) hereof. (ii) For purposes of the Deferred Stock MAO/MVRL Condition, the following terms shall have the meanings set forth herein: (A) “Common Equity Tier 1 ratio” refers to the reportable Common Equity Tier 1 Capital ratio as derived under the Basel III Advanced Approaches or Standardized Approach framework, whichever is lower, and reported in Citigroup’s Form 10-Q/K, Citigroup’s Capital Resources, Components of Citigroup’s Capital, Common Equity Tier 1 Capital section. (B) “Incident” refers to a discrete event or transaction (or series of related events or transactions) directly and proximately caused by one or more Company employees. (C) “Material Adverse Outcome” means any Incident that results in Material Harm to the Company, as determined by Citigroup’s Board of Directors (“Board”). For purposes of such determination, the following interpretive principles will be applied: 3 (x) “Material Harm” will be deemed to exist if (I) there occurs a 5 basis points or more adverse impact on the Company’s Common Equity Tier 1 ratio (CET1), (II) a U.S. regulator with authority (e.g., Federal Reserve, OCC, SEC, or FDIC) identifies an Incident and takes an action prohibiting Citigroup from distributing capital to shareholders, and (III) unless the Incident did not result in Reputational Harm, in the following circumstances: (1) Citigroup is required to prepare an accounting restatement impacting financial information included in any of its periodic reports filed with the SEC on Form 10-Q or 10-K due to material noncompliance with any financial reporting requirement under U.S. securities laws; (2) A Significant Loss to the Company; and (3) any fine or sanction that would be considered a “Significant Event” under the Global Disciplinary Review Policy (“GDRP”) in an amount equal to more than 5% of the Company’s gross income for the fiscal year in which the fine is imposed. (y) “Reputational Harm” means material reputational harm to the Company. (D) “Violation of Any Material Risk Limit” means the Committee having determined that the Participant materially violated any material risk limit established or revised by senior management and/or risk management, (E) “Significant Loss” means a 5% or more reduction in revenue or net income for the Company for any fiscal quarter compared to the same fiscal quarter in the prior year (such percentage reduction, as applicable, hereinafter referred to as the “Loss Ratio”). The amount of revenue or net income for any quarter shall mean the amount of revenue or net income, as shown in the Citigroup Quarterly Financial Data Supplement, and which were furnished as exhibits on Forms 8-K filed by Citigroup with the United States Securities and Exchange Commission, provided that, such revenue and net income shall exclude amounts reported on the “Corporate/Other” line item. (F) “Significant Responsibility” means, (x) in relation to any Material Adverse Outcome other than an event described in Clause 2(c)(ii)(C)(x)(3) hereof, Participant engaged in conduct, or was responsible for conduct, that resulted in an Incident that is determined to be a Material Adverse Outcome, and (y) in relation to any Material Adverse Outcome described in Clause 2(c)(ii)(C)(x)(3) hereof or a Violation of Any Material Risk Limit, Participant is accountable for the event under the GDRP. (iii) In the event of a Material Adverse Outcome described in Clause 2(c)(ii)(C)(x)(2) hereof, only a portion of the Deferred Stock Award (including, for clarity, a portion of the related dividend equivalents) will be canceled, notwithstanding that Subsection 2(c)(i) provides for the cancelation of the full Deferred Stock Award in that event. Such portion shall be equal to the greater of (x) 20% and (y) the Loss Ratio. The portion of the Deferred Stock Award so canceled shall, first, reduce the outstanding Deferred Stock Award ratably based on the remaining settlement schedule, and, second, be recoverable as provided in Section 7 herein. (d) Generally Applicable Additional Settlement Condition (EU Settlement Condition and CRD V Clawback for MRTs).2 (i) If Participant has been designated as a “MRT” (as defined in Subsection 2(g) hereof), and the Committee determines there is reasonable evidence that (1) Participant engaged in misconduct or committed material error or was involved in or was responsible for conduct which resulted in significant losses (as defined in Subsection 2(d)(iii) hereto) in connection with his or her employment or failed to meet appropriate standards of fitness and propriety, or (2) the Company has suffered a material downturn (as 4 2 Agreement language may be updated as needed to comply with or otherwise to respond to changes or anticipated changes in law, regulation, regulatory guidance or changes in Company policy. defined in Subsection 2(d)(iii) hereto) in its financial performance or (3) Participant was responsible for conduct that resulted in the Company suffering a material failure of risk management (as determined in accordance with the factors listed in Subsection 2(d)(iv) hereof), Committee in its judgment may determine that any outstanding portion of the Award will be canceled or reduced pursuant to the EU Settlement Condition. (ii) If Participant has been designated a “MRT” (as defined in Subsection 2(g) hereto), and the Committee determines (1) that there is reasonable evidence that Participant participated in, or was responsible for, conduct which resulted in significant losses (as defined in Subsection 2(d)(iii) hereof) to the Company, or (2) that there is reasonable evidence that Participant failed to meet appropriate standards of fitness and propriety, (3) there is reasonable evidence of employee misbehaviour or material error, or (4) that there is reasonable evidence that Participant was responsible for conduct that resulted in the Company suffering a material failure of risk management (as determined in accordance with the factors listed in Subsection 2(d)(iv) hereof), the Committee may, in its judgment, require repayment or otherwise recover from Participant an amount corresponding to some or all of any Award at any time prior to the applicable anniversary of the Award Date set forth in the Subsections 2(j) and 2(k). In determining whether to exercise the CRD V Clawback, the Committee will take into account the factors it considers relevant in its judgment, and where the circumstances described in the preceding clause (4) arise, it will consider Participant’s proximity to the failure of risk management and his or her level of responsibility and any other factors it considers relevant including, without limitation, any investigation which may result in disciplinary action by the Company with respect to Participant or any investigation or other inquiry by a regulator which may result in an enforcement action with respect to Participant or the Company (whether or not formalized). (iii) For purposes of Subsections 2(d)(i) and 2(d)(ii), the term “significant losses” means any pre-tax losses that equal or exceed 5% of the absolute value of the revenue experienced by the Company for any calendar year. The amount of revenues for any calendar year is the amount of revenue for Citigroup, as shown in the Citigroup Quarterly Financial Data Supplement, and which were furnished as exhibits on Forms 8-K filed by Citigroup with the United States Securities and Exchange Commission, for the most recent year ended December 31. For purposes of Subsection 2(d)(i), the term “material downturn” shall be defined for the Company as occurring where the Company experiences a Pre-Tax Loss for the performance year. The amount of “Pre-Tax Profit” (or “Pre-Tax Loss”) for each relevant calendar year is the amount of income (loss) from continuing operations before income taxes of the Company as shown in the Quarterly Financial Data Supplement for the quarter ended December 31 for each such year, and which were furnished as exhibits on Forms 8-K filed by Citigroup with the United States Securities and Exchange Commission. (iv) For purposes of Subsections 2(d)(i) and 2(d)(ii), in determining whether there has been a material failure of risk management, the Committee will take account of all relevant factors, including without limitation (1) the existence of a breach of risk limits, a failure to set appropriate risk limits or a failure to supervise or enforce such limits, (2) a failure to maintain, supervise and/or adhere to appropriate risk controls, (3) the financial losses attributable to the failure, (4) the amount of any fines and other regulatory actions attributable to the failure, and (5) any reputational damage and other adverse impacts of the failure on the Company’s relationship with regulators, stockholders and other key stakeholders. (e) Generally Applicable Additional Settlement Condition For An Employee of the Citibank N.A., Italy branch).3 5 (i) If the Committee determines (1) there is reasonable evidence that Participant engaged in misconduct or committed material error or was involved in or was responsible for conduct which resulted in significant losses in connection with his or her employment or failed to meet appropriate standards of fitness and propriety, or (2) the Company has suffered a material downturn in its financial performance or a material 3 Agreement language may be updated as needed to comply with or otherwise to respond to changes or anticipated changes in law, regulation, regulatory guidance or changes in Company policy. failure of risk management, the Committee in its sole discretion may determine that any outstanding portion of the Award will be canceled or reduced pursuant to the EU Settlement Condition. (ii) If Participant was an employee of Citibank N.A. Italy branch during 20__4 (an “Italy Branch Employee”), and the Committee determines (1) that Participant participated in, or was responsible for, conduct which resulted in significant losses to the Company, (2) that Participant failed to meet appropriate standards of fitness and propriety, (3) there is reasonable evidence of employee misbehaviour or material error, (4) the Company has a material failure of risk management, or (5) there is reasonable evidence that the Italy Branch Employee’s behaviour was in breach of a provision of Legislative Decree no. 385/1993 (the “Consolidated Banking Act”) or any regulation promulgated under the Consolidated Banking Act that applies to the Italy Branch Employee, or there is reasonable evidence that the Italy Branch Employee’s behaviour was in breach of Citi Remuneration Rules as applicable in Italy, the Committee may, in its sole discretion, require repayment or otherwise recover from Participant an amount corresponding to some or all of any Award at any time prior to the applicable anniversary of the Award Date set forth in the Subsections 2(j) and 2(k) with respect to a CEP MRT (as defined in Subsection 2(g) hereto). In determining whether to exercise the CRD V Clawback, the Committee will take into account the factors it considers relevant in its sole discretion, and where the circumstances described in the preceding clause (4) arise, it will consider Participant’s proximity to the failure of risk management and his or her level of responsibility. (f) Sale Restriction Period. If Participant has been designated a MRT, except for de minimis MRTs, Shares that are settled pursuant to this Agreement may not be sold or otherwise transferred until the end of the period set forth on page 1 of this Agreement that begins on the applicable Scheduled Vesting Date, or, if earlier, the date of Participant’s death. Notwithstanding the foregoing, if the Company is required to withhold any tax upon the settlement of such Shares, only the net, after-tax Shares will be subject to the restriction on sale or other transfer. If Participant has a tax liability, or if Participant is a participant in the Citigroup Expatriate Program (an “Expatriate”) and Participant has a hypothetical tax liability, the Company may, in its discretion, but only to the extent permitted by applicable law, release from restriction a number of whole Shares that, if sold at then current market prices, as determined by the Company, will be sufficient to cover Participant’s actual (or hypothetical) tax liability. To the extent the withholding or release of sale-restricted Shares for the purpose of funding tax (or hypothetical tax) obligations is not permitted for any reason, Participant will be required to fund payment of the amount due in cash. If Participant’s employment is terminated pursuant to Section 3(e) of this Agreement, any Shares that are to be settled but undistributed pursuant to this Section 2(f) as of Participant’s termination date will be canceled. (g) MRTs. For purposes of this Agreement, (1) a “U.K. MRT” means an employee who has been designated by the Company as a “material risk taker” in accordance with the relevant rules of the Prudential Regulation Authority and the Financial Conduct Authority, (2) a “CEP MRT” means an employee who has been designated by the Company as a “material risk taker” in accordance with the EBA MRT Standards and applicable country rules within the EU or are regulated by the European Central Bank and the Central Bank of Ireland Joint Supervisory Team, (3) a “BaFin MRT” means an employee who has been designated by the Company as a “material risk taker” in accordance with the relevant rules 6 of the Bundesanstalt für Finanzdienstleistungsaufsicht (or “Bafin”), and (4) a “MRT” means an employee who has been designated by the Company as a U.K. MRT, a CEP MRT or a BaFin MRT. (j) Length of CRD V Clawback Period. The table below indicates the length of time after an Award has been granted to which it could be subject to clawback under CRD V. For purposes of this Agreement, “Higher Paid MRTs” shall mean a Participant with “total remuneration”(as determined by the Company”) above £500,000 or whose total Award value is more than 33% of his or her “total compensation” (as determined by the Company). "Senior Management BaFin MRTs" shall mean members of the Management Board of CGME, branch managers of CNAF Germany and members of the senior management as per the identification of MRTs performed by the respective legal vehicle.5 4 Insert performance year. 5 Agreement language may be updated as needed to comply with or otherwise to respond to changes or anticipated changes in law, regulation, regulatory guidance or changes in Company policy. | Line item | Immediate Total Variable Compensation | Deferred Total Variable Compensation | | --- | --- | --- | | Senior Management BaFin MRTs | 7 Years | 7-Years | | Standard BaFin MRTs | 6 Years | 6 Years | | UK Senior Managers | 7 – 10 Years | 7 – 10 Years | | All other MRTs | 7 Years | 7 Years | | UK Senior Managers and other members of the management body or senior management | 1 Year | 6 Years | | Other Standard and UK Risk Manager MRTs | 1 Year | 5 Years | (k) CRD V Clawback Extension. If Participant has been designated a Higher Paid Senior Manager UK MRT (as defined in Section 2(g) hereof), the period during which the CRD V Clawback applicable to Participant applies may be extended from the seventh anniversary to the tenth anniversary of the Award Date upon notice by the Company to Participant, which shall be given no later than the seventh anniversary of the Award Date; provided however, no such notice shall be given to Participant unless the Company has commenced an investigation into facts or events which it considers could potentially lead to the application of the CRD V Clawback were it not for the expiry of the clawback period or it has been notified by a regulatory authority that an investigation has been commenced into facts or events which the Company considers could potentially lead to the application of the CRD V Clawback were it not for the expiry of the clawback period. 3. Termination of Employment and Other Changes in Status. If Participant’s employment with the Company terminates or is interrupted, or if Participant’s status changes under the circumstances described below, Participant’s rights with respect to the Award will be affected as provided in this Section 3. If Participant’s employment with the Company terminates for any reason not described below, the Awards will be canceled. 7 (a) Voluntary Resignation. Except as provided in Section 2(a)(i), if Participant voluntarily terminates his or her employment with the Company and at such time does not satisfy the conditions of Subsection 3(i) or (j) hereof, Participant’s right to all Shares any cash payments subject to the outstanding portions of the Award (i.e., the portion of the Award that would have been eligible for settlement on the Scheduled Vesting Date(s) following the Participant’s voluntary termination of employment) will be canceled, and Participant will have no further rights of any kind with respect to the Award. For purposes of this Agreement, a termination of employment by Participant that is claimed to be a “constructive discharge” (or similar claim) will be treated as a voluntary termination of employment, unless otherwise required by law. (b) Disability. The Award will continue to be settled on schedule subject to all other provisions of this Agreement during Participant’s approved disability leave pursuant to a Company disability policy. If Participant’s approved disability leave ends in a termination of Participant’s employment by the Company because Participant can no longer perform the essential elements of his or her job, the outstanding portion of the Award will continue to be settled on schedule subject to all other provisions of this Agreement. (c) Leave of Absence. The Award will continue to be settled on schedule subject to all other provisions of this Agreement during a leave of absence that is approved by management of Participant’s business unit and is taken in accordance applicable Company policy (a “leave of absence”). If Participant’s employment terminates for any reason during a leave of absence, the Award will be treated as described in the applicable provision of this Section 3. If Participant satisfies the conditions of Subsection 3(j) hereof during a leave of absence, any outstanding portion of the Award will continue to be settled on schedule, subject to Subsection 3(j) hereof. (d) Death. Subject to Section 7 hereof, upon Participant’s death any outstanding portion of the Award will be settled in full and be paid or distributed to the Participant’s estate as soon as practical after such event. (e) Involuntary Termination for Gross Misconduct. If the Company terminates Participant’s employment because of Participant’s “gross misconduct” (as defined below), or if the Committee determines following termination of Participant’s employment that the Participant’s employment could have been terminated for gross misconduct, settlement of any portion of the Award will cease on the date Participant’s employment is so terminated and Participant will have no further rights of any kind with respect to the Award as of such date. For purposes of this Agreement, “gross misconduct” means (1) competition by the Participant during employment by the Company with the Company’s business operations, (2) “gross misconduct” within the meaning of the GDRP, or (3) any circumstance in which Participant (i) is subject to an action taken by a regulatory body or a self-regulatory organization (“SRO”) as a result of his or her act or omission which substantially impairs him or her from performing his or her Company duties; (ii) is materially dishonest in connection with his or her employment by the Company; (iii) breaches his or her fiduciary duty of loyalty to the Company, including but not limited to a breach of an agreement to not solicit Company employees or customers or a breach of an agreement relating to confidential information or intellectual property, regardless of whether that breach occurs during or after employment with the Company; (iv) materially breaches the terms of (A) any offer letter, separation agreement, or other agreement with the Company, (B) the Company’s Code of Conduct, or (C) any other material Company policy (including but not limited to material compliance, control, risk or employment policies); (v) violates any securities or banking law, rule or regulation or the constitution, by-laws, rules or regulations of a regulatory authority or SRO while employed by the Company; (vi) fails to remain licensed to perform his or her Company duties (or, if applicable, fails to obtain all designated licenses within the timeframe(s) set forth in Participant’s offer letter or another employment-related agreement with the Company); or (vii) is convicted of a felony or a crime of breach of trust, money laundering or dishonesty, or participates in a pre-trial diversion program after being charged or indicted for a felony or such crime, in each case of clauses (i) through (vii) above as determined by the Committee. 8 (f) Involuntary Termination Other than for Gross Misconduct. If Participant’s employment is terminated by the Company involuntarily other than for gross misconduct, including under a reduction in force or job discontinuance program, the outstanding portion of the Award will continue to be settled on schedule subject to all other provisions of this Agreement. (g) Transfer to Non-Controlled Group Entity. If (1) Participant’s employment is transferred by the Company to an entity that is not, at the time of or immediately following such transfer, a member of the “controlled group” of Citigroup (as defined below), in connection with a spin-off, sale, joint venture or other similar transaction or circumstance and (2) in connection therewith the Company agrees to remain responsible for payment of the Award on the terms provided herein, then the outstanding portion of the Award will continue to be settled on schedule subject to all other provisions of this Agreement, and thereafter all references in this Section 3 will be deemed to refer to employment with such entity. For purposes of this Agreement, “controlled group” has the meaning set forth in the first sentence of Treas. Reg. § 1.409A-1(h)(3). (h) Employing Company is Acquired by Another Entity (Change in Control). In the event of a “Change of Control” (as defined in the Stock Incentive Plan) of Citigroup, the Committee may, subject only to the limitations specified in the Stock Incentive Plan and in Sections 10, 13, and 14 hereof, take any actions with respect to awards (including the Award) that are permitted by the Stock Incentive Plan, including, but not limited to, making adjustments that it deems necessary or appropriate to reflect the transaction, or causing awards to be assumed, or new rights substituted therefor, by the surviving entity in such transaction. (i) Voluntary Resignation to Pursue Alternative Career. If Participant has not met the conditions of Subsection 3(j) hereof, and Participant voluntarily resigns from his or her employment with the Company to work in a full-time paid career (i) in government service, (ii) for a bona fide charitable institution, or (iii) as a teacher at a bona fide educational institution, and, if applicable, satisfies any additional requirements that may be imposed by management in accordance with the then applicable guidelines adopted for the purposes of administering this provision (an “alternative career”), the outstanding portion of the Award will continue to be settled on schedule subject to all other provisions of this Agreement and the applicable guidelines (or until such earlier date on which Subsection 3(d) hereof applies); provided that in the event of a resignation described in Clause 3(i)(ii) or (iii) hereof, Participant remains continuously employed in the alternative career (or a new alternative career) until each Scheduled Vesting Date and Participant provides by each such Scheduled Vesting Date, if requested by the Company, a written certification of compliance with the provision, in a form satisfactory to the Committee. If an acceptable certification is not provided by the relevant Scheduled Vesting Date, the remaining outstanding portion of the Award will be canceled. (j) Satisfying the “Rule of 60.” (i) Except as provided in Subsection 3(j)(ii) and (iii) hereof, if Participant (1) meets the Rule of 60 (as defined below), and (2) is not, at any time up to and including each Scheduled Vesting Date (or until such earlier date on which Subsection 3(d) hereof applies), employed, directly or indirectly, by a Significant Competitor of the Company (as defined in Subsection 3(k) hereof), the outstanding portion of the Award will continue to be settled on schedule subject to all other provisions of this Agreement. For purposes of this Agreement, Participant will meet the Rule of 60 if Participant is (A) at least age 50 and has completed at least five full years of service with the Company and Participant’s age plus the number of full years of service with the Company equals at least 60, or (B) under age 50, but has completed at least 20 full years of service with the Company and Participant’s age plus the number of full years of service with the Company equals at least 60 (the “Rule of 60”). Participant’s age and years of service will each be rounded down to the nearest whole number when determining whether the Rule of 60 has been attained. 9 (ii) If at the time of Participant’s voluntary termination with the Company, Participant satisfies the requirements of Subsection 3(j)(i)(1) hereof and (1) Participant’s work location is in Massachusetts or (2) Participant is a Massachusetts resident, Participant will be required to sign a separation agreement, in connection with Participant’s termination of employment that contains the Significant Competitor provision described in Subsection 3(k) hereof. In the event the Participant does not sign the separation agreement, or rescinds it within seven business days after signing it, the Award will be canceled under Subsection 3(a) hereof. (iii) If at the time of Participant’s voluntary termination with the Company, Participant satisfies the requirements of Subsection 3(j)(i)(1) hereof and (1) Participant’s work location is in California or (2) Participant is a California resident, Subsection 3(j)(i)(2) shall not apply and the outstanding portion of Participant’s Award will continue to be settled on schedule subject to all other provisions of this Agreement notwithstanding any employment referred to therein. (k) Definition of “Significant Competitor;” Certification of Compliance. (i) For purposes of this Agreement, a “Significant Competitor” of the Company means any company or other entity designated by the Committee as such and included on a list of Significant Competitors that will be made available to Participant and that may be updated by the Company from time to time in its discretion. Employment by a Significant Competitor includes service on a board of directors or similar governing body of any Significant Competitor (including subsidiaries or affiliates) that is also listed in the full “Compensation Peer Group” in Citigroup’s most recent annual Proxy Statement. For purposes of this Subsection 3(k), “Company" means Citigroup and any of its subsidiaries. (ii) Whenever the Award continues to be settled pursuant to Subsection 3(j) hereof following a termination of employment, the settlement of the Award will be conditioned upon Participant’s providing by each subsequent Scheduled Vesting Date, if requested by the Company, a written certification that Participant has complied with the terms and conditions of Subsection 3(j) hereof in a form satisfactory to the Company. The list of Significant Competitors in effect at the time Participant terminates employment with the Company and the companies listed in the full “Compensation Peer Group” in Citigroup’s most recent annual Proxy Statement at the time Participant terminates employment with the Company will apply to such certification. If an acceptable certification is not provided by a Scheduled Vesting Date, settlement of the Award will cease as of the date that is immediately prior to such Scheduled Vesting Date, the remaining outstanding portion of the Award will be canceled, and Participant will have no further rights of any kind with respect to such Award. 4. Post-Employment Covenants. (a)Solicitation of Employees and Clients. If Participant is subject to the Employment Termination Notice and Nonsolicitation Policy for U.S. Employees (“Notice Policy”), to the extent permitted by law, Participant agrees to the nonsolicitation obligation described in the Notice Policy. If Participant is not subject to the Notice Policy then for the one-year period following the date Participant’s employment with the Company terminates, to the extent permitted by law, Participant agrees that he or she will not (1) engage in any conduct, either individually or in concert with a third party, which, directly or indirectly, causes or attempts to cause any employee to leave the employment of the Company regardless of whether the solicitation for employment originates from the Company employee, or hire, or participate directly or indirectly in the hiring of, on his or her own behalf or on behalf of another person, any person who is or, during the preceding six months was, an employee of the Company, or (2) directly or indirectly, induce or otherwise counsel, advise, encourage or solicit, including through the use of social media, any client of the Company whom Participant serviced or had substantial contact with during his or her employment to terminate its relationship with the Company or to transfer assets away from or otherwise reduce its business with the Company. For the avoidance of doubt, this Section 4(a), shall not apply if Participant’s work location is in California or Participant is a California resident on the date of his or her termination of employment by the Company. 10 (b) Cooperation. Upon reasonable request, the Participant shall make himself or herself available to the Company to furnish full and truthful information concerning any event which took place during Participant’s employment. Upon reasonable request, as deemed necessary by the Company, the Participant shall make himself or herself available to the Company to furnish full and truthful consultations concerning any potential or actual litigation. Participant shall furnish the information as soon as is practical after a request from the Company is received. The Company shall reimburse Participant for the reasonable cost of all Participant’s travel, lodging, meals and any loss of compensation suffered by Participant from his current employer as a result of time spent furnishing information. 5. Settlement and Transferability. (a)If all applicable conditions to settlement of any portion of the Award have been satisfied as of the Scheduled Vesting Date for such portion, the Award will be settled through payment or distribution of cash or Shares (as applicable) as soon thereafter as is administratively practicable, except as may be provided elsewhere in this Agreement, including without limitation clause (y) in the first sentence of Section 2 hereof (a “Delayed Settlement”), in any case with interest only as expressly provided for in the Legal Documents. In all circumstances, settlement is subject to receipt by the Company of the information necessary to make required tax payments, compliance with any post-termination stock ownership commitment applicable to the Deferred Stock Award and submission of appropriate documentation of compliance. (b)No portion of the Award may be sold, pledged, hypothecated, assigned, margined or otherwise transferred, other than by will or the laws of descent and distribution, and neither the Award nor any interest or right therein will be subject to the debts, contracts or engagements of Participant or his or her successors in interest or will be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law, by judgment, lien, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy or divorce), and any attempted disposition thereof will be null and void, of no effect, and not binding on the Company in any way. Participant agrees that any purported transfer will be null and void, and will constitute a breach of this Agreement causing damage to the Company for which the remedy will be cancelation of the Award. During Participant’s lifetime, all rights with respect to the Award will be exercisable only by Participant, and any and all payments in respect of the Award will be to Participant only. The Company will be under no obligation to entertain, investigate, respect, preserve, protect or enforce any actual or purported rights or interests asserted by any creditor of Participant or any other third party in the Award, and Participant agrees to take all reasonable measures to protect the Company against any such claims being asserted in respect of the Award and to reimburse the Company for any and all reasonable expenses it incurs defending against or complying with any such third-party claims if Participant could have reasonably acted to prevent such claims from being asserted against the Company. 6. Stockholder Rights and Fractional Shares. (a)Participant will have no voting rights as a stockholder of Citigroup over any Shares subject to the Deferred Stock Award, unless and until the Shares subject to the Deferred Stock Award are distributed to the Participant. Dividends will be paid on sale-restricted Shares to the extent dividends are paid to record holders of shares of outstanding Citigroup stock.6 Participants who are subject to anti-hedging provisions under the Company’s trading policies, including the UK, EMEA and other local policies, may not trade in Shares or employ personal hedging or pledging strategies with respect to the Deferred Stock Award, except as otherwise permitted by such policies. 11 (b)The Company shall not be obligated to issue any fractional Shares when Shares are deliverable. If the Deferred Stock Award includes or results in an entitlement to a fractional Share for any reason, the Deferred Stock Award shall be settled in full by issuance of the maximum whole number of Shares Participant is entitled to receive and the Company may cancel the fractional Share without any compensation to the Participant. 6 Employees who have not been designated as MRTs may be entitled to the payment of dividend-equivalents on their Awards. Dividend-equivalents are paid to employees on or about the time dividends are paid to Citi stockholders unless the Award is subject to a performance vesting condition. For Awards subject to a performance vesting condition, dividend-equivalents are earned and paid after the performance condition is satisfied. 7. Clawback and Right of Set-Off. (a)Clawback. If it is determined by the Committee within the clawback periods outlined in Subsections 2(j) and 2(k),7 that any Settlement Condition that was treated as satisfied on a Scheduled Vesting Date in connection with the settlement of such portion was, in fact, not satisfied (whether by reason of events occurring prior to, on or after any such Scheduled Vesting Date), Participant is obligated upon demand, to (i) return to Citigroup any Shares distributed to Participant in connection with such settlement or pay to Citigroup an amount equal to the fair market value of such Shares on (x) the applicable Scheduled Vesting Date or (y) the date of such payment, whichever is greater and (ii) pay to Citigroup the gross amount of any cash paid in connection with such settlement, in each case, without reduction for any Shares or cash withheld to satisfy withholding tax or other obligations in connection with such settlement. No portion of the Award shall be deemed to have been fully earned for any purpose unless and until the rights of Citigroup to claw back such portion under this Subsection (a) have lapsed. (b)Right of Set-Off. Participant agrees that the Company may, to the extent determined by the Committee to be permitted by applicable law and consistent with the requirements to avoid tax under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), (x) retain for itself funds or securities otherwise payable to Participant pursuant to the Award or any award under any award program administered by the Company to offset (i) any amounts paid by the Company to a third party pursuant to any award, judgment, or settlement of a complaint, arbitration, or lawsuit of which Participant was the subject; or (ii) any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, clawback or other repayment obligations under this Agreement or any award agreement, or any obligations pursuant to a tax-equalization or housing allowance policy or other expatriate benefit) that Participant owes the Company or its affiliates, and (y) if Participant recovers any amount in the nature of severance pay or compensation for hypothetical or potential future services in connection with any legal claim or action alleging violation of law relating to Participant’s employment or termination thereof, whether by reason of a decision or settlement of such claim, reduce the amount to be paid in connection with the settlement of the Award following the termination of Participant’s employment, on a dollar-for-dollar basis, by the pre-tax amount required to be paid for the Participant’s account (including legal fees) in connection with such claim or action. The Company may not retain any funds or securities described in Clause 7(b)(x) hereof, or set-off obligations or liabilities described in such Clause, as described above, until such time as they would otherwise be distributable or payable to Participant in accordance with the applicable award terms. Only after-tax amounts will be applied to set-off any such obligations and liabilities and Participant will remain liable to pay any amounts that are not thereby satisfied in full. (c)Dodd-Frank Clawback Provisions. Notwithstanding any provision of this Agreement to the contrary, if Participant is a “Covered Individual,” as defined in the Citigroup Inc. Dodd-Frank Clawback Provisions (the “Clawback Provisions”), Participant’s Award and any other compensation paid or payable 12 to Participant pursuant to this Agreement may be subject to recovery by the Company if the Committee determines, in its sole discretion, that Participant received “Erroneously Awarded Compensation,” as defined by the Clawback Provisions. Furthermore, if Participant is a Covered Individual on the Award Date, or becomes a Covered Individual at any time while this Award is outstanding, then in exchange for the benefits provided by this Award, Participant hereby acknowledges and agrees that the Clawback Provisions shall be applicable to any component of the Participant’s DIRAP awards that would otherwise be subject to recovery pursuant to the Clawback Provisions. 8. Consent to Electronic Delivery. In lieu of receiving documents in paper format, Participant hereby agrees, to the fullest extent permitted by law, to accept electronic delivery of all documents that Citigroup may be required to deliver (including, but not limited to, the Legal Documents and all other forms or communications) in connection with the Award and any other prior or future incentive award or program made or offered by Citigroup or its predecessors or successors. Electronic delivery of a document to 7 The clawback period for employees who have not been designated MRTs is three years following the settlement of any portion of the Award. Participant may be via (x) a Company service provider such as DocuSign, or (y) a Company e-mail system or by reference to a location on a Company intranet or secure internet site to which Participant has access. 9. Plan Administration, Determinations and Interpretations. The Committee has sole, final and binding exclusive discretionary authority to (x) make findings of fact, interpretations, calculations, conclusions and other determinations under or with respect to the Legal Documents and any other communication relating in any way to the Award and (y) establish and operationalize administrative procedures to implement the terms of the Award. 10. Adjustments to Award. (a) Capital Structure. In the event of any change in Citigroup’s capital structure on account of (i) any extraordinary dividend, stock dividend, stock split, reverse stock split or any similar equity restructuring; or (ii) any combination or exchange of equity securities, merger, consolidation, recapitalization, reorganization, divestiture or other distribution (other than ordinary cash dividends) of assets to stockholders, or any other similar event affecting Citigroup’s capital structure (a “Capital Restructuring”), to the extent necessary to prevent the enlargement or diminution of the rights of Participants, the Committee will make such appropriate equitable adjustments as may be permitted by the terms of the Stock Incentive Plan and applicable law, to the number or kind of Shares subject to the Deferred Stock Award. (b)Equitable Adjustments. In the event of a Capital Restructuring, the Committee will adjust the calculation of Significant Loss, Loss Ratio and any related provision of the Award in a manner consistent with such event, which adjustment will not require the consent of the Participant. (c)Modifications. The Committee retains the right to modify the Award if required to comply with applicable law, regulation, or regulatory guidance (including applicable tax law) without Participant’s prior consent. Citigroup will furnish or make available to Participant a written notice of any modification, which notice will specify the effective date of such modification. Any other adverse modification not elsewhere described in this Agreement will not be effective without Participant’s written consent. (d)Adverse Consequences. Neither the Committee nor Citigroup will be liable to Participant for any additional personal tax or other adverse consequences of any adjustments that are made to an Award. 13 11. Taxes and Tax Residency Status. (a) Compliance. By accepting the Award, Participant agrees to pay all applicable taxes (or hypothetical tax if Participant is subject to tax equalization or tax protection pursuant to a Citigroup Expatriate policy) and to file all required tax returns in all jurisdictions where Participant is subject to tax and/or an income tax filing requirement, without regard to the amount withheld or reported. To assist Citigroup in achieving full compliance with its obligations under the laws of all relevant taxing jurisdictions, Participant agrees to keep complete and accurate records of his or her income tax residency status and the number and location of travel and workdays outside of his or her country of income tax residency from the date of the Award until the settlement of the Award and the subsequent sale of any Shares received in connection with the Deferred Stock Award. Participant also agrees to provide, upon request, complete and accurate information about his or her tax residency status to Citigroup during such periods, and confirmation of his or her status as a (i) U.S. citizen, (ii) holder of a U.S. green card, or (iii) citizen or legal resident of a country other than the U.S. Participant will be responsible for any tax due, including penalties and interest, arising from any misstatement by Participant regarding such information. The Award will be subject to cancelation if Participant fails to make any such required payment. (b) Deferred Stock Award. To the extent the Company is required to withhold tax in any jurisdiction upon the settlement of the Deferred Stock Award or at such times as otherwise may be required in connection with the Deferred Stock Award, Participant acknowledges that the Company may (but is not required to) provide Participant alternative methods of paying the Company the amount due to the appropriate tax authorities (or to the Company, in the case of hypothetical tax), as determined by the Committee. If no method of tax withholding is specified at or prior to the time any tax (or hypothetical tax) is due on the Deferred Stock Award, or if Participant does not make a timely election, the Company will withhold Shares from the Shares that are distributable to Participant to fund any or any portion of tax that is required by law to be withheld. Whenever withholding in Shares is permitted or mandated by the Committee, the number of Shares to be withheld will be determined by the Company, provided however, if the value of the Shares withheld by the Company exceeds Participant’s tax liability as determined by the Company in its sole discretion, then the Company shall pay or distribute to Participant such excess amount in cash, Shares or a combination of the foregoing, as soon as is administratively practicable after all withholding tax requirements are satisfied in all applicable jurisdictions. If Participant is a current or former Citigroup Expatriate subject to tax equalization, Participant agrees to promptly pay to the Company, in cash (or by any other means acceptable to the Committee), the excess of the amount of hypothetical tax due over the tax withheld with respect to the Deferred Stock Award. Participant agrees that the Committee may require that some or all of the tax (or hypothetical tax) withholding obligations in connection with the Deferred Stock Award must be satisfied in cash only, that timely payment of such amounts when due will be considered a condition to settlement of the Deferred Stock Award, and that if the required amounts are not timely remitted to the Company, the Deferred Stock Award may be canceled. Whenever the payment of required withholding tax (or hypothetical tax) in cash is permitted or mandated by the Committee and provision for timely payment of such amounts by Participant has not been made, instead of canceling an equity award (as provided above), the Company may sell on behalf of Participant, at Participant’s market risk and expense, the number of Shares subject to the award that at the market sale price obtainable for the Shares on or as soon as practicable after the due date for the tax (or hypothetical tax) owed by Participant, will produce sufficient proceeds to satisfy Participant’s tax (or hypothetical tax) obligation, and remit such proceeds to the appropriate tax authorities (or in the case of hypothetical tax, retain such proceeds in satisfaction of Participant’s obligation to the Company); any remaining sales proceeds, after deduction for commissions and other reasonable and customary expenses, and any remaining Shares (if otherwise distributable to Participant) will be delivered to Participant. 12. Entire Agreement; No Right to Employment. The Legal Documents set forth the entire understanding between the Company and Participant regarding the Award and supersede all other written, oral, or implied understandings between the parties hereto about the subject matter hereof, including any written or electronic agreement, election form or other communication to, from or between 14 Participant and the Company. Nothing contained herein or in any incentive plan or program documents will confer upon Participant any rights to continued employment or employment in any particular position, at any specific rate of compensation, or for any particular period of time. 13. Compliance with Regulatory Requirements. The Award may be subject to the applicable law (including tax laws) and regulatory guidance in multiple jurisdictions, and will be administered and interpreted consistently with such law and regulatory guidance, including but not limited to Section 409A and Section 457A of the Code. 14. Section 409A and Section 457A Compliance. (a) Tax Liability. Participant understands that as a result of Section 409A and/or Section 457A of the Code, if Participant is a U.S. taxpayer he or she could be subject to adverse tax consequences if the Award or the plans and program documents are not administered in accordance with the requirements to avoid tax under Section 409A or Section 457A. Participant further understands that if Participant is a U.S. taxpayer, and the Award is considered to be a “nonqualified deferred compensation plan” and Participant’s employer is considered to be a “nonqualified entity” (as such terms are defined in Section 409A and/or Section 457A of the Code), Participant could be subject to accelerated income recognition or other adverse tax consequences with respect to all or a portion of the Award if Citigroup fails to modify the Award. Participant acknowledges that there is no guarantee that the Award, or any amendment or modification thereto, will successfully avoid unintended tax consequences to Participant and that the Company does not accept any liability therefor. (b) Specified Employees. If the Award is subject to Section 409A of the Code, this Agreement may not be amended, nor may the Award be administered, to provide for any distribution of Shares to occur upon any event that would constitute a “separation from service” (within the meaning of Section 409A of the Code) if Participant is a “specified employee” (within the meaning of Treas. Reg. § 1.409A-1(i)(1)) at the time of such Participant’s “separation from service,” unless it is provided that the distribution or payment will not be made until the date which is six months from such “separation from service,” or, if earlier, the date of Participant’s death and that during such six-month deferral period, Participant will not be entitled to interest, notional interest, dividends, dividend equivalents, or any compensation for any loss in market value or otherwise which occurs with respect to the Award during such deferral period. (d)Delayed Settlement. If the Award is subject to Section 409A of the Code and there is a Delayed Settlement that extends beyond December 31 of the year in which the Scheduled Vesting Date occurs, unless Participant timely complies with the notification and enforcement provisions of Treas. Reg. § 1.409A-3(g), the Company has full and sole discretionary authority to modify the Award in order to avoid a violation of Section 409A of the Code. 15. Arbitration; Conflict; Governing Law; Severability. (a) Arbitration. Any and all disputes, claims or controversies related to or arising out of the Award or the Legal Documents, including, without limitation, any claim that an Award, in whole or in part, should have been, but was not made, or that this Agreement or any of the Legal Documents is void, voidable, invalid, unlawful or unenforceable (each a “Dispute”), will be finally and conclusively resolved by binding arbitration in accordance with the Company’s arbitration policies, as in effect from time to time. In the absence of a Company arbitration policy that is applicable to you or your Award and your work location is outside of the United States at the time of the commencement of a Dispute, you irrevocably agree that (1) any such Dispute will be finally and conclusively resolved on an individual basis by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its International Dispute Resolution Procedures in effect at the time of commencement of any such arbitration (collectively, the “Rules”), except as such Rules are otherwise modified or expanded as set forth in Citi’s Arbitration Policy, which is available on Citi For You, (2) the place of such arbitration shall be 15 New York, New York, United States of America, and (3) any claim or dispute concerning the interpretation, application or validity of this provision shall be heard and decided exclusively by the United States District Court for the Southern District of New York (the “Southern District”), and by any court having appellate jurisdiction over the Southern District, and in the event that the Southern District lacks jurisdiction over the subject matter of any such action or proceeding, the sole alternative forum for any such action or proceeding shall be the Supreme Court of the State of New York for the County of New York. (b) Conflict. This Agreement will control in the event of a conflict between this Agreement and the Prospectus. In the event of a conflict between this Agreement and the Stock Incentive Plan, the Stock Incentive Plan will control. (c) Governing Law. This Agreement will be governed by the laws of the State of New York (regardless of conflict of laws principles) as to all matters, including, but not limited to, the construction, application, validity and administration of the Company’s incentive award programs. (d) Severability. Except as otherwise provided below, Participant understands and acknowledges that the terms and conditions set forth herein, including without limitation Sections 2 through 7 hereof, are included herein for the purpose of ensuring sound incentive compensation practices. Therefore, the terms of this Agreement are intended not to be severable, so that if any provision of this Agreement, including without limitation any provision of Sections 2 through 7 hereof, is held void, unlawful, or unenforceable under any applicable statute or other controlling law (1) the remainder of this Agreement, including in particular but without limitation the obligations of the Company in respect of settlement of the Award, will be invalidated and deemed to be unenforceable and (2) any amount previously paid or distributed in settlement of the Award shall be considered to have been distributed in error and Participant shall repay or return such payment or distribution in accordance with Section 7 hereof. Notwithstanding the foregoing, the parties acknowledge and agree that (a) the arbitration agreement set out in Section 15 hereof is a separate and severable contract between them and that any dispute as to the enforceability or validity of this arbitration agreement, or as to the arbitrability of arbitral jurisdiction over any claim, shall be heard and decided by the arbitrators, and not by any court, and that this arbitration agreement shall survive the termination or expiration of this Agreement, (b) if only the arbitration provision set forth in Section 15 is held to be unenforceable, then Section 15 shall be severable from the remaining provisions of this Agreement. 16. Disclosure Regarding Use of Personal Information. (a) Data Protection Statement and Use of “Personal Information.” (i) Where the General Data Protection Regulation (2016/679) (“GDPR”) applies, please refer to the Data Protection Statement attached as Schedule 1. (ii) Where the GDPR does not apply, the following provisions apply: In connection with the grant of the Award, and any other award under other incentive award programs, and the implementation and administration of any such program, including, without limitation, Participant’s actual participation, or consideration by the Company for potential future participation, in any program at any time, it is or may become necessary for the Company to collect, transfer, use, and hold certain personal information regarding Participant in and/or outside of Participant’s country of employment. The “personal information” that the Company may collect, process, use, store and transfer for the purposes outlined above includes Participant’s name, nationality, citizenship, tax or other residency status, work authorization, date of birth, age, government/tax identification number, passport number, brokerage account information, GEID or other internal identifying information, home address, work address, job and location history, compensation and incentive award information and history, business unit, employing entity, and Participant’s beneficiaries and contact information. Participant may obtain more 16 details regarding the access and use of his/her personal information, and may correct or update such information, by contacting his/her human resources representative or local equity coordinator. Use, transfer, storage and processing of personal information, electronically or otherwise, shall be for the performance of this Agreement and the Company’s internal administration of its incentive award programs, and in connection with tax or other governmental and regulatory compliance activities directly or indirectly related to an incentive award program, including the prevention, detection and prosecution of crime or other grounds of public interest. In accordance with the Company’s personal information and data policies and standards, personal information may be stored in, or accessed from or transferred to countries where data privacy laws may not be as protective as those in the country from which the personal information was provided. Participant agrees to the processing of personal information as described herein under confidentiality and privacy terms to the same standard set out herein. For such purposes only, personal information may be used by third parties retained by the Company to assist with the administration and compliance activities of its incentive award programs, and may be transferred by the company that employs (or any company that has employed) Participant from Participant’s country of employment to other Citigroup entities and third parties located in the United States and in other countries. Specifically, those parties that may have access to Participant’s information for the purposes described herein include, but are not limited to, (i) human resources personnel responsible for administering the award programs, including local and regional equity award coordinators, and global coordinators located in the United States; (ii) Participant’s U.S. broker and equity account administrator and trade facilitator; (iii) Participant’s U.S., regional and local employing entity and business unit management, including Participant’s supervisor and his/her superiors; (iv) the Committee or its designee, which is responsible for administering the Stock Incentive Plan; (v) Citigroup’s technology systems support team (but only to the extent necessary to maintain the proper operation of electronic information systems that support the incentive award programs); and (vi) internal and external legal, tax and accounting advisors (but only to the extent necessary for them to advise the Company on compliance and other issues affecting the incentive award programs in their respective fields of expertise). At all times, Company personnel and third parties will be obligated to maintain the confidentiality of Participant’s personal information except to the extent the Company is required to provide such information to governmental agencies or other parties. Such action will always be undertaken only in accordance with applicable law. (b) Participant’s Consent (not applicable where the GDPR applies). BY ACCEPTING THE AWARD, PARTICIPANT EXPLICITLY CONSENTS (I) TO THE USE OF PARTICIPANT’S PERSONAL INFORMATION FOR THE PURPOSE OF BEING CONSIDERED FOR PARTICIPATION IN FUTURE EQUITY, DEFERRED CASH OR OTHER AWARD PROGRAMS (TO THE EXTENT HE/SHE IS ELIGIBLE UNDER THE TERMS OF SUCH PLAN OR PROGRAM, AND WITHOUT ANY GUARANTEE THAT ANY AWARD WILL BE MADE); AND (II) TO THE USE, TRANSFER, PROCESSING AND STORAGE, ELECTRONICALLY OR OTHERWISE, OF HIS/HER PERSONAL INFORMATION, AS SUCH USE HAS OCCURRED TO DATE, AND AS SUCH USE MAY OCCUR IN THE FUTURE, IN CONNECTION WITH THIS OR ANY OTHER EQUITY OR OTHER AWARD, AS DESCRIBED ABOVE. *** 17 SCHEDULE 1- DATA PROTECTION STATEMENT Data Controller Citigroup Inc. Data Protection Officer [Contact Information Intentionally Omitted] Purpose and grounds for data processing Implementation and administration of DIRAP and Stock Incentive Plan, including, a participant’s actual participation, or consideration by the Company for potential future participation, in any similar or equivalent award plan or program. Data processing is necessary for the performance of this Agreement to which you, the data subject, are party, or in order to take steps in connection with the Company considering you for any future participation in any similar or equivalent award plan or program. Retention period The Company will hold your personal information on its systems for the longest of the following periods: (i) as long as is necessary during your participation in DIRAP or the Stock Incentive Plan; (ii) any retention period that is mandated by law; (iii) the Compensation Planning retention periods set out in the Company’s Retention Management Policy which are measured from maturity or from DIRAP or the Stock Incentive Plan being superseded as follows: Lithuania staff: 6 years Malta and Romania staff: 10 Years The UK and all other 24 EU countries: 7 Years US Persons: 6 Years Categories of Personal Information Participant’s name, nationality, citizenship, tax or other residency status, work authorization, date of birth, age, government/tax identification number, passport number, brokerage account information, GEID or other internal identifying information, home address, work address, job and location history, compensation and incentive award information and history, business unit, employing entity, and Participant’s beneficiaries and contact information. 18 Recipients of Personal Information (i) Human resources personnel responsible for administering the award programs, including local and regional equity award coordinators, and global coordinators located in the United States; (ii) Participant’s U.S. broker and equity account administrator and trade facilitator; (iii) Participant’s U.S., regional and local employing entity and business unit management, including Participant’s supervisor and his/her superiors; (iv) The Committee or its designee, which is responsible for administering the Stock Incentive Plan and the DIRAP; (v) The Company’s technology systems support team (but only to the extent necessary to maintain the proper operation of electronic information systems that support the incentive award programs); and (vi) Internal and external legal, tax and accounting advisors (but only to the extent necessary for them to advise the Company on compliance and other issues affecting the incentive award programs in their respective fields of expertise). Details of transfers outside the EU Participant’s personal data may be transferred to the United States or another country that has not been certified by the European Commission as offering equivalent or "adequate protection" to the EU country of your last employment (or current residence). Information that is transferred between Citigroup and its affiliates is done in accordance with the Company’s Binding Corporate Rules. Where personal data is transferred to non-affiliated organizations (for the execution of investments, payments or any other transactions), the Company shall procure that such non-affiliated organizations agree to a similar level of protection as is provided under the Company’s Binding Corporate Rules. 19 Individual rights Under the General Data Protection Regulation (EU) 2016/679 individuals have data subject rights including the right to access and correct personal data for data processed by or on behalf of any entity affiliated with the Company in the EU/EEA. You may exercise these rights by sending a written request to the EMEA Chief Privacy Officer identified above. Right to complain If you are unhappy with the way the Company has handled your personal information or any privacy query or request that you have raised with the EMEA Chief Privacy Officer, you have a right to lodge a complaint with a competent supervisory authority, in particular in the Member State of your habitual residence or place of work, of an alleged infringement of the GDPR. 20 --- ## EX-10.2 SEC source: [citi-exh102x9302024.htm](https://www.sec.gov/Archives/edgar/data/831001/000083100124000134/citi-exh102x9302024.htm) Exhibit 10.2 Citigroup Inc. Performance Share Unit Award Agreement Summary Citigroup Inc. (“Citigroup”) hereby grants to {NAME} (the “Participant” or "you") the performance share unit award (the “Award”) summarized below. For the Award to be effective, you must accept below acknowledging that you have received and read this Award Agreement, including the Terms and Conditions set forth following this Award Summary (collectively, this “Agreement”) and the DIRAP (as defined below) (collectively, including this Agreement, the “Legal Documents”). Summary of Participant’s Performance Share Unit Award Award Date [Date] Target Award [Number] Performance Share Units (“PSUs”) Scheduled Vesting Date January \_\_, 20\_\_1 Award Payment Date February \_\_, 20\_\_2 Acceptance and Agreement by Participant. I hereby accept the Award and acknowledge that I have received and read the Legal Documents and that I understand and agree to be bound by them. CITIGROUP INC. PARTICIPANT'S ACCEPTANCE: By: ________________________ __________________________ [Name] Name: [Title] GEID: 1 Awards will generally vest in full in January of the third year following the Award Date. 2 Vested Awards will generally be paid to participants by the end of the month following the vesting date. TERMS AND CONDITIONS The Award is granted pursuant to, and subject to the terms of, the Citigroup Inc. Discretionary Incentive and Retention Award Plan, as amended and restated effective as of January 1, 2024 (the “DIRAP”). As used herein, (i) “Company” means Citigroup and its consolidated subsidiaries and (ii) “Committee” means the Compensation, Performance Management, and Culture Committee of the Citigroup Board of Directors (or any successor committee) or any person having delegated authority from the Committee over the administration of the Award. 1.Participant Acknowledgements. YOU ACKNOWLEDGE THAT YOU HAVE BEEN PROVIDED WITH THE OPPORTUNITY TO REVIEW THE LEGAL DOCUMENTS FOR NO FEWER THAN FOURTEEN BUSINESS DAYS, HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL AND HAVE READ THIS AGREEMENT CAREFULLY PRIOR TO ACCEPTING THE AWARD In addition, you acknowledge and agree that: (a)the Award will be canceled in accordance with the terms of this Agreement if the settlement conditions set forth herein are not satisfied; (b)amounts paid in settlement of the Award are subject to repayment in the circumstances and pursuant to the terms set forth herein; (c)neither the Award nor any amounts payable in respect of the Award will be considered when calculating any statutory, common law or other employment-related payment to Participant, including any severance, resignation, termination, redundancy, end-of-service, bonus, long-service awards, pension, superannuation or retirement or welfare or similar payments, benefits or entitlements; (d)any monetary value assigned to the Award in any communication is contingent, hypothetical, and for illustrative purposes only and does not express or imply any promise or intent by the Company to deliver, directly or indirectly, any certain or determinable value to Participant; (e)Participant had no right to receive the Award and receipt of the Award is neither an indication nor a guarantee that an incentive or deferred compensation award of any type or amount will be made in the future; (f)the Award is an unsecured general obligation of Citigroup and, until paid in accordance with its terms, is subject to the claims of Citigroup’s creditors. The currency in which Participant’s Award is denominated and/or paid and any required tax withholding and reporting will be in accordance with Citigroup’s policies, as in effect from time to time, relating to the administration of Citigroup’s incentive compensation programs (including Citigroup’s policies with respect to this Award); (g)the Award does not confer any shareholder rights of any kind. The Award is not an equity security of Citigroup, and as such, Participant has no shareholder rights derived from the Award. The Award does not confer any voting rights or rights to dividends at any time, and all value attributable to the Award including the amount equal to cash dividends referenced herein is compensation; and 2 (h)the official language of the Agreement is English, which official language will govern the interpretation of the Agreement, notwithstanding that unofficial translations of the Agreement to a different language may have been made available to Participant. 2.Performance Share Units. (a) General. Each PSU corresponds to one Share; however, PSUs will be settled in cash as provided herein. The portion, if any, of Participant’s Target Award that will be earned is based on the Company’s performance against the performance measures set forth in this Section 2, the Award’s Settlement Conditions (as defined below), and the other terms and conditions set forth in this Agreement, in each case subject to Section 10. (b)Performance Metrics and Schedule. (i) Performance Schedule. Participant’s Award will be earned based on Citigroup’s performance against the Weighted Average RoTCE metric and the Cumulative TBVPS metric for the Performance Period in accordance with the performance schedule below. The metrics will be equally weighted; Citigroup’s performance against each metric will determine fifty percent (50%) of Participant’s Award. Metric: Citigroup Weighted Average RoTCE over the Performance Period Percentage of Target PSUs Earned Metric: Cumulative TBVPS Percent of Target PSUs Earned Less than \_\_\_% \_\_\_% Less than $\_\_\_ \_\_\_% At least \_\_\_% and less than \_\_\_% Interpolation from 0% to \_\_\_% dependent on Relative Weighted Average RoTCE Performance At least $\_\_\_ and less than $\_\_\_ Interpolation from \_\_% (at $\_\_\_ cumulative TBVPS) to \_\_\_% (at $\_\_\_ cumulative TBVPS) At least \_\_\_% and less than \_\_\_% Greater of (1) interpolation from \_\_\_% (at \_\_\_% RoTCE) to \_\_\_% (at \_\_\_% RoTCE) and (2) percentage based on Relative Weighted Average RoTCE Performance At least $\_\_\_ and less than $\_\_\_ \_\_% \_\_\_% or more \_\_\_% At least $\_\_\_ and less than $\_\_\_ Interpolation from \_\_\_% (at $\_\_\_ cumulative TBVPS) to \_\_\_% (at $\_\_\_ cumulative TBVPS) $\_\_\_\_ or more \_\_\_% 3 [The performance schedule may vary from year to year.] (ii) Interpolation. (1) For the Weighted Average RoTCE metric, if Weighted Average RoTCE is between the ___% and ___% targets, the number of PSUs earned by Participant in respect of the Weighted Average RoTCE metric will be determined by straight-line interpolation between ___% and ___% targets. (2) For the Cumulative TBVPS metric, if Cumulative TBVPS is between $___ and $___, between $___ and $____, or between $___ and $___ the number of PSUs earned by Participant in respect of the Cumulative TBVPS metric will be determined by straight-line interpolation between the applicable two points. (3) For Relative Weighted Average RoTCE Performance, if Citigroup’s Relative Weighted Average RoTCE Performance is between the thresholds in the table in Subsection 2(b)(iv) below, the number of PSUs earned by Participant based on the Weighted Average RoTCE metric will be determined by straight-line interpolation. (iii) Defined Terms. For purposes of this Agreement: “Cumulative TBVPS” means the sum of the “tangible book value per share” as of the last day of each fiscal year in the Performance Period, as reported in Citigroup’s Annual Report on Form 10-K. “Weighted Average RoTCE” means the weighted average of Citigroup’s or a member of the Comparison Group’s, as applicable, RoTCE for each fiscal year in the Performance Period, calculated with a __% weighting for the first fiscal year in the Performance Period, a __% weighting for the second fiscal year in the Performance Period, and a __% weighting for the third fiscal year in the Performance Period. “RoTCE” means the RoTCE for each fiscal year in the Performance Period, as reported in Citigroup’s or a member of the Comparison Group’s Annual Report on Form 10-K or as otherwise publicly reported. “Performance Period” means _______, 20__ through _______, 20__.3 “Relative Weighted Average RoTCE Performance” means the ranking of Citigroup’s Weighted Average RoTCE compared to the rank of the Weighted Average RoTCE of the members of the Comparison Group determined in accordance with Subsection 2(b)(iv). “Comparison Group” means the companies listed below: Bank of America Corporation Barclays PLC Deutsche Bank AG The Goldman Sachs Group, Inc. HSBC Holdings plc JPMorgan Chase & Co. Morgan Stanley Inc. UBS A.G. Wells Fargo & Company 4 (iv) Relative Weighted Average RoTCE Performance. After the end of the Performance Period, the Committee will rank each member of the Comparison Group according to Weighted Average RoTCE, and Citigroup’s Weighted Average RoTCE relative to the Weighted Average RoTCE of members of the Comparison Group will determine the percentage of PSUs earned under the Weighted Average RoTCE metric, as follows: 3 The Performance Period generally will be a minimum of three calendar years. | Relative Weighted Average Ro TCE Performance of Citigroup | PSUs Earned Based on Relative Weighted Average Ro TCE Performance | | --- | --- | | 0 Percentile | 0% | | 25th Percentile | 50% | | 50th Percentile | 100% | | 75th or higher Percentile | 150% | After the end of the Performance Period, the Committee will rank each member of the Comparison Group according to Weighted Average RoTCE as follows: | Comparison Group Weighted Average Ro TCE Rank | Percentile Rank | | --- | --- | | 1 | 100.00% | | 2 | 87.50% | | 3 | 75.00% | | 4 | 62.50% | | 5 | 50.00% | | 6 | 37.50% | | 7 | 25.00% | | 8 | 12.50% | | 9 | 00.00% | Citigroup’s Weighted Average RoTCE will then be compared to Weighted Average RoTCE of the Comparison Group. If Citigroup’s Weighted Average RoTCE is (1) equal to the Weighted Average RoTCE of a member of the Comparison Group, then Citigroup’s percentile rank will be deemed to be equal to the percentile rank of that member, (2) between the Weighted Average RoTCE of two members of the Comparison Group, then Citigroup’s percentile rank will be based on the linear interpolation between the percentile rank of those members and (3) greater than Weighted Average RoTCE of the highest ranking Comparison Group member or less than the Weighted Average RoTCE of the lowest ranking Comparison Group member, then Citigroup’s percentile rank will be deemed to be 100.00% or 0.00%, respectively. 5 (c)Cap on Awards for Negative TSR during the Performance Period. Notwithstanding any provision of this Agreement to the contrary, if the Committee determines that Citigroup’s TSR, calculated in accordance with Subsection 2(c)(i) below, for the Performance Period is negative, the number of PSUs earned by Participant will not exceed the number of PSUs in Participant’s Target Award shown on the Award Summary. (i) For purposes of Subsection 2(c), “TSR” for Citigroup will be expressed as a percentage determined by dividing: (A) (1) the average of the closing prices on the New York Stock Exchange (“NYSE”) on the twenty (20) trading days ending on the last day in the Performance Period of shares of Citigroup common stock plus (2) the amount of the “Adjusted Value of Reinvested Dividends of Citigroup common stock” (as defined below), minus (3) the average of the closing prices on the NYSE on the twenty (20) trading days immediately preceding the first day of the Performance Period, by (B) the average of the closing prices on the NYSE on the twenty (20) trading days immediately preceding the first day of the Performance Period. (ii) For purposes of Subsection 2(c)(i), “Adjusted Value of Reinvested Dividends of Citigroup common stock” means the product of A and B divided by C, where “A” is equal to the sum of all dividends paid on a share of Citigroup common stock during the Performance Period assuming dividend reinvestment through the last trading day of the Performance Period, “B” is the average of the closing prices on the NYSE on the twenty (20) trading days ending on the last day in the Performance Period, and “C” is the closing price of a share of Citigroup common stock on the NYSE on the last trading day of the Performance Period. (d)Conversion of Vested Earned PSUs to Cash. After the end of the Performance Period, the Committee will determine the percentage of the Target Award PSUs that have been earned by the Participant during the Performance Period pursuant to Subsection 2(b). The Committee will then multiply the percentage determined pursuant to the performance schedule in Subsection 2(b) by the allocable number of Target Award PSUs (the “Earned Award”), to derive a number of PSUs constituting the Earned Award. After Participant’s Scheduled Vesting Date, the Committee will determine the extent to which Participant has vested in his or her Earned Award, determined after applying the provisions of Section 3 and Section 4 hereof. On or as soon as administratively practicable after the Award Payment Date, Participant will receive a cash payment equal to the number of PSUs constituting the Earned Award multiplied by the average of the closing prices of Citigroup common stock on the NYSE for the twenty (20) trading days immediately preceding the Scheduled Vesting Date. (e) Payment of Dividend Equivalents. On or as soon as administratively practicable after the Award Payment Date, Participant will receive a cash payment equal to the product of (A) the number of PSUs in Participant’s vested Earned Award multiplied by (B) an amount equal to the sum of all cash dividends (regular and special) declared on a Share after _______, 20__4 and on or before the Award Payment Date. (f) Committee Authority. Without limiting the generality of Section 10 hereof, the Committee has exclusive and binding authority to make all determinations relating to the determination of Weighted Average RoTCE, Relative Weighted Average RoTCE Performance, RoTCE, Cumulative TBVPS, TSR and the other provisions of the Agreement, to interpret the Agreement, to make all legal and factual determinations relating to the Award, and to determine all questions arising in the administration of the Award and the Agreement, including, without limitation, the reconciliation of any inconsistent provisions, the resolution of ambiguities, the 6 correction of any defects, and the supplying of omissions. Each interpretation, determination or other action made or taken by the Committee will be final and binding on all persons. To the extent permitted by applicable law, the Committee may delegate to one or more employees of the Company some or all of its authority over the administration of the Award. Such delegation need not be in writing. The authority set forth in this Subsection 2(f), to the extent it may be different from the authorities of the Committee set forth in the DIRAP or the SIP, shall be deemed to be in addition to, and not in limitation of, any such authorities. 4 Insert the day immediately preceding the first day of the Performance Period. 3.Cancelation of Award in Certain Circumstances. Notwithstanding anything in this Agreement to the contrary: (x) if any of the conditions to settlement set forth in Subsections 3(a) through 3(d) hereof (the “Settlement Conditions”) are determined to have been not satisfied as of the Scheduled Vesting Date (for clause (a) below) or the Award Payment Date (for clauses (b) through (d) below), the Award shall be canceled and upon cancelation of the Award the Participant shall cease to have any rights with respect thereto; and (y) the Committee may suspend the settlement of the Award, or any portion thereof, in connection with an investigation or review of the Participant or any event or circumstance that may give rise to a failure of a Settlement Condition to be satisfied or other similar circumstance, in each such case as determined by the Committee, in which case the Committee shall determine as soon as practicable following the completion of such investigation or review whether the Award, to the extent settlement was suspended, is eligible for settlement or shall be canceled. The Settlement Conditions do not change while the Award is outstanding, regardless of Participant’s status as an active or terminated employee or other change in employment status, or because Participant transfers employment within the Company. (a)Service-Based Settlement Condition. Settlement of each portion of the Award is conditioned on Participant’s continuous employment with the Company up to and including the Scheduled Vesting Date, unless (i) Participant entered into a written agreement with the Company providing otherwise, or (ii) as otherwise provided in Section 4 hereof. (b)Additional Settlement Condition. Settlement of each portion of the Award is conditioned on (x) the Committee not having determined that Participant (1)received the Award based on materially inaccurate publicly reported financial statements, (2) knowingly provided materially inaccurate information relating to publicly reported financial statements, or (3) has engaged in “gross misconduct” as defined in Subsection 4(e) hereof, it being understood that such definition shall be applied regardless of whether the Company knows of such conduct, or the facts giving rise thereto, prior to the termination of Participant’s employment with the Company or whether Participant’s termination of employment relates to such conduct or facts and (y) the Participant not having materially breached any post-employment covenant set forth in Section 5 hereof. 7 (c)Additional Settlement Condition. Settlement of each portion of the Award is conditioned on (x) the Committee not having determined that (1) Participant engaged in behavior (i) constituting misconduct; (ii) constituting the exercise of materially imprudent judgment that caused harm to any of the Company’s business operations; or (iii) that resulted or could result in regulatory sanctions (whether or not formalized) to the Company and/or the Participant; or (2) Participant failed to properly supervise or monitor individuals engaging in, or to properly escalate, in accordance with the Company’s policies, behavior (i) constituting misconduct; (ii) constituting the exercise of materially imprudent judgment that caused harm to any of the Company’s business operations; or (iii) that resulted or could result in regulatory sanctions (whether or not formalized) to the Company and/or the Participant. (d)Additional Settlement Condition (Material Adverse Outcome). Settlement of each portion of the Award is conditioned on (x) the Committee not having determined that Participant had significant responsibility, whether of a supervisory or direct nature for (1) a material adverse outcome, whether financial reputational or otherwise for Citigroup or any of its businesses or functions or (2) a material violation of any risk limits established or revised by senior management and/or risk management. Without limiting the generality of Section 9, the Committee will have the exclusive discretionary authority to determine and define “significant responsibility,” “material adverse outcome” and “material violation of any risk limits.” 4.Termination of Employment and Other Changes in Status. Except as provided in Section 3(a)(i), if Participant’s employment with the Company terminates or is interrupted, or if Participant’s status changes under the circumstances described below, Participant’s rights with respect to the Award will be affected as provided in this Section 4. If Participant’s employment with the Company terminates for any reason not described below, the Award will be canceled. (a) Voluntary Resignation. If Participant voluntarily terminates his or her employment with the Company and at such time does not satisfy the conditions of Subsection 4(h) or 4(i) hereof, Participant’s rights to the outstanding portions of the Award (i.e., the portion of the Award that would have been eligible for settlement on the Award Payment Date following the Participant’s voluntary termination of employment) will be canceled and Participant will have no further rights of any kind with respect to the Award. For purposes of this Agreement, a termination of employment by Participant that is claimed to be a “constructive discharge” (or similar claim) will be treated as a voluntary termination of employment, unless otherwise required by law. (b) Disability. The Award will continue to be settled on schedule subject to all other provisions of this Agreement during Participant’s approved disability leave pursuant to a Company disability policy. If Participant’s approved disability leave ends in a termination of Participant’s employment by the Company because Participant can no longer perform the essential elements of his or her job, the outstanding portion of the Award will continue to be settled on schedule subject to all other provisions of this Agreement. (c) Leave of Absence. The Award will continue to be settled on schedule subject to all other provisions of this Agreement during a leave of absence that is approved by management of Participant’s business unit and is taken in accordance with applicable Company policy (a “leave of absence”). If Participant’s employment terminates for any reason during a leave of absence, the Award will be treated as described in the applicable provision of this Section 4. If Participant satisfies the conditions of Subsection 4(i) hereof during a leave of 8 absence, any outstanding portion of the Award will continue to be settled on schedule, subject to Subsection 4(i) hereof. (d) Death. If Participant dies on or prior to the Scheduled Vesting Date, the Award will be paid to Participant’s estate after the Earned Award has been determined, subject to the conditions of Section 7. (e) Involuntary Termination for Gross Misconduct. If the Company terminates Participant’s employment because of Participant’s “gross misconduct” (as defined below), or if the Committee determines following termination of Participant’s employment that the Participant’s employment could have been terminated for gross misconduct, settlement of any portion of the Award will cease on the date Participant’s employment is so terminated and Participant will have no further rights of any kind with respect to the Award as of such date. For purposes of this Agreement, “gross misconduct” means (1) competition by the Participant during employment by the Company with the Company’s business operations, (2) “gross misconduct” within the meaning of the Global Disciplinary Review Policy, (3) any circumstance in which Participant (i) is subject to an action taken by a regulatory body or a self-regulatory organization (“SRO”) as a result of his or her act or omission which substantially impairs him or her from performing his or her Company duties; (ii) is materially dishonest in connection with his or her employment by the Company; (iii) breaches his or her fiduciary duty of loyalty to the Company, including but not limited to a breach of an agreement to not solicit Company employees or customers or a breach of an agreement relating to confidential information or intellectual property, regardless of whether that breach occurs during or after employment with the Company; (iv) materially breaches the terms of (A) any offer letter, separation agreement, or other agreement with the Company, (B) the Company’s Code of Conduct, or (C) any other material Company policy (including but not limited to material compliance, control, risk or employment policies); (v) violates any securities or banking law, rule or regulation or the constitution, by-laws, rules or regulations of a regulatory authority or SRO while employed by the Company; (vi) fails to remain licensed to perform his or her Company duties (or, if applicable, fails to obtain all designated licenses within the timeframe(s) set forth in Participant’s offer letter or another employment-related agreement with the Company); or (vii) is convicted of a felony or a crime of breach of trust, money laundering or dishonesty, or participates in a pre-trial diversion program after being charged or indicted for a felony or such crime, in each case of clauses (i) through (vii) above as determined by the Committee. (f) Involuntary Termination Other than for Gross Misconduct. If Participant’s employment is terminated by the Company involuntarily other than for gross misconduct, including under a reduction in force or job discontinuance program, the outstanding portion of the Award will continue to be settled on schedule subject to all other provisions of this Agreement. (g) Transfer to a Non-Controlled Group Entity. If (1) Participant’s employment is transferred by the Company to an entity that is not, at the time of or immediately following such transfer, a member of the “controlled group” of Citigroup (as defined below), in connection with a spin-off, sale, joint venture or other similar transaction or circumstance and (2) in connection therewith the Company agrees to remain responsible for payment of the Award on the terms provided herein, then the outstanding portion of the Award will continue to be settled on schedule, subject to all other provisions of this Agreement, and thereafter all references in this Section 4 will be deemed to refer to employment with such entity. For purposes of this 9 Agreement, “controlled group” has the meaning set forth in the first sentence of Treas. Reg. § 1.409A-1(h)(3). (h) Voluntary Resignation to Pursue Alternative Career. If Participant has not met the conditions of Subsection 4(i) hereof, and Participant voluntarily resigns from his or her employment with the Company to work in a full-time paid career (i) in government service, (ii) for a bona fide charitable institution, or (iii) as a teacher at a bona fide educational institution, and, if applicable, satisfies any additional requirements that may be imposed by management in accordance with the then applicable guidelines adopted for the purposes of administering this provision (an “alternative career”), the outstanding portion of the Award will continue to be settled on schedule subject to all other provisions of this Agreement and the applicable guidelines (or until such earlier date on which Subsection 4(d) hereof applies); provided that in the event of a resignation described in Clause 4(h)(ii) or (iii) hereof, Participant remains continuously employed in the alternative career (or a new alternative career) until the Scheduled Vesting Date and Participant provides by the Scheduled Vesting Date, if requested by the Company, a written certification of compliance with this provision, in a form satisfactory to the Committee. If an acceptable certification is not provided by the Scheduled Vesting Date, the Award will be canceled. (i) Satisfying the “Rule of 60.” (i) Except as provided in Subsection 4(i)(ii) and (iii) hereof, if Participant (1) meets the Rule of 60 (as defined below), and (2) is not, at any time up to the Scheduled Vesting Date (or until such earlier date on which Subsection 4(d) hereof applies), employed, directly or indirectly, by a Significant Competitor of the Company (as defined in Subsection 4(j) hereof), the outstanding portion of the Award will continue to be settled on schedule subject to all other provisions of this Agreement. For purposes of this Agreement, Participant will meet the Rule of 60 if Participant is (A) at least age 50 and has completed at least five full years of service with the Company and Participant’s age plus the number of full years of service with the Company equals at least 60, or (B) under age 50, but has completed at least 20 full years of service with the Company and Participant’s age plus the number of full years of service with the Company equals at least 60 (the “Rule of 60”). Participant’s age and years of service will each be rounded down to the nearest whole number when determining whether the Rule of 60 has been attained. (ii) If at the time of Participant’s voluntary termination with the Company, Participant satisfies the requirements of Subsection 4(i)(i)(1) hereof and (1) Participant’s work location is in Massachusetts or (2) Participant is a Massachusetts resident, Participant will be required to sign a separation agreement, in connection with Participant’s termination of employment that contains the Significant Competitor provision described in Subsection 4(j) hereof. In the event the Participant does not sign the separation agreement, or rescinds it within seven business days after signing it, the Award will be canceled under Subsection 4(a) hereof. (iii) If at the time of Participant’s voluntary termination with the Company, Participant satisfies the requirements of Subsection 4(j)(i)(1) hereof and (1) Participant’s work location is in California or (2) Participant is a California resident, Subsection 4(j)(i)(2) shall not apply and the outstanding portion of Participant’s Award will continue to be settled on schedule subject to all other provisions of this Agreement notwithstanding any employment referred to therein. (j) Definition of “Significant Competitor;” Certification of Compliance. 10 (i) For purposes of this Agreement, a “Significant Competitor” of the Company means any company or other entity designated by the Committee as such and included on a list of Significant Competitors that will be made available to Participant and that may be updated by the Company from time to time in its discretion. Employment by a Significant Competitor includes service on a board of directors or similar governing body of any Significant Competitor (including subsidiaries or affiliates) that is also listed in the full “Compensation Peer Group” in Citigroup’s most recent annual Proxy Statement. For purposes of this Subsection 4(j), “Company" means Citigroup and any of its subsidiaries. (ii) Whenever the Award continues to be settled pursuant to Subsection 4(i) hereof following a termination of employment, the settlement of the Award will be conditioned upon Participant’s providing by the Scheduled Vesting Date, if requested by the Company, a written certification that Participant has complied with the terms and conditions of Subsection 4(i) hereof in a form satisfactory to the Company. The list of Significant Competitors in effect at the time Participant terminates employment with the Company and the companies listed in the full “Compensation Peer Group” in Citigroup’s most recent annual Proxy Statement at the time Participant terminates employment with the Company will apply to such certification. If an acceptable certification is not provided by the Scheduled Vesting Date, settlement of the Award will cease as of the date that is immediately prior to such Scheduled Vesting Date, the Award will be canceled, and Participant will have no further rights of any kind with respect to such Award. 5.Post-Employment Covenants. (a)Solicitation of Employees and Clients. If Participant is subject to the Employment Termination Notice and Nonsolicitation Policy for U.S. Employees (“Notice Policy”), to the extent permitted by law, Participant agrees to the nonsolicitation obligation described in the Notice Policy. If Participant is not subject to the Notice Policy then for the one-year period following the date Participant’s employment with the Company terminates, to the extent permitted by law, Participant agrees that he or she will not (1) engage in any conduct, either individually or in concert with a third party, which, directly or indirectly, causes or attempts to cause any employee to leave the employment of the Company regardless of whether the solicitation for employment originates from the Company employee, or hire, or participate directly or indirectly in the hiring of, on his or her own behalf or on behalf of another person, any person who is or, during the preceding six months was, an employee of the Company, or (2) directly or indirectly, induce or otherwise counsel, advise, encourage or solicit, including through the use of social media, any client of the Company whom Participant serviced or had substantial contact with during his or her employment to terminate its relationship with the Company or to transfer assets away from or otherwise reduce its business with the Company. For the avoidance of doubt, this Section 5(a), shall not apply if Participant’s work location is in California or Participant is a California resident on the date of his or her termination of employment by the Company. (b)Cooperation. Upon reasonable request, the Participant shall make himself or herself available to the Company to furnish full and truthful information concerning any event which took place during Participant’s employment. Upon reasonable request, as deemed necessary by the Company, the Participant shall make himself or herself available to the Company to furnish full and truthful consultations concerning any potential or actual litigation. 11 Participant shall furnish the information as soon as is practical after a request from the Company is received. The Company shall reimburse Participant for the reasonable cost of all Participant’s travel, lodging, meals and any loss of compensation suffered by Participant from his current employer as a result of time spent furnishing information. 6.Settlement and Transferability. (a)If all applicable conditions to settlement of any portion of the Award have been satisfied as of the Scheduled Vesting Date, the Award will be settled through payment or distribution of cash as soon thereafter as is administratively practicable, except as may be provided elsewhere in this Agreement, including without limitation clause (y) in the first sentence of Section 3 hereof (a “Delayed Settlement”). In all circumstances, settlement is subject to receipt by the Company of the information necessary to make required tax payments and submission of appropriate documentation of compliance. (b)No portion of the Award may be sold, pledged, hypothecated, assigned, margined or otherwise transferred, other than by will or the laws of descent and distribution, and neither the Award nor any interest or right therein will be subject to the debts, contracts or engagements of Participant or his or her successors in interest or will be subject to disposition by transfer, alienation, anticipation, pledge, encumbrance, assignment or any other means whether such disposition be voluntary or involuntary or by operation of law, by judgment, lien, levy, attachment, garnishment or any other legal or equitable proceedings (including bankruptcy or divorce), and any attempted disposition thereof will be null and void, of no effect, and not binding on the Company in any way. Participant agrees that any purported transfer will be null and void, and will constitute a breach of this Agreement causing damage to the Company for which the remedy will be cancelation of the Award. During Participant’s lifetime, all rights with respect to the Award will be exercisable only by Participant, and any and all payments in respect of the Award will be to Participant only. The Company will be under no obligation to entertain, investigate, respect, preserve, protect or enforce any actual or purported rights or interests asserted by any creditor of Participant or any other third party in the Award, and Participant agrees to take all reasonable measures to protect the Company against any such claims being asserted in respect of the Award and to reimburse the Company for any and all reasonable expenses it incurs defending against or complying with any such third-party claims if Participant could have reasonably acted to prevent such claims from being asserted against the Company. (c)Citigroup may assign the legal obligation to pay Participant’s vested Earned Award to Participant’s employer without the consent of Participant. 7.Clawback and Right of Set-Off. (a)Clawback. If it is determined by the Committee not later than three years following the settlement of any portion of the Award (whether following an investigation or otherwise) that any Settlement Condition that was treated as satisfied in connection with the settlement of such portion was, in fact, not satisfied (whether by reason of events occurring prior to, on or after any such Scheduled Vesting Date), Participant is obligated upon demand, to pay to Citigroup (i) any amount paid to Participant in connection with such settlement and (ii) the gross amount paid to any other person in connection with such settlement, in each case, without reduction for any cash withheld to satisfy withholding tax or other obligations in connection with such settlement. No portion of the Award shall be deemed to have been fully earned for any purpose unless and until the rights of Citigroup to claw back such portion under this Subsection 7(a) have lapsed. 12 (b)Right of Set-Off. Participant agrees that the Company may, to the extent determined by the Committee to be permitted by applicable law and consistent with the requirements to avoid tax under Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), (x) retain for itself funds or securities otherwise payable to Participant pursuant to the Award or any award under any award program administered by the Company to offset (i) any amounts paid by the Company to a third party pursuant to any award, judgment, or settlement of a complaint, arbitration, or lawsuit of which Participant was the subject; or (ii) any outstanding amounts (including, without limitation, travel and entertainment or advance account balances, loans, clawback or other repayment obligations under this Agreement or any award agreement, or any obligations pursuant to a tax-equalization or housing allowance policy or other expatriate benefit) that Participant owes the Company or its affiliates and (y) if Participant recovers any amount in the nature of severance pay or compensation for hypothetical or potential future services in connection with any legal claim or action alleging violation of law relating to Participant’s employment or termination thereof, whether by reason of a decision or settlement of such claim, reduce the amount to be paid in connection with the settlement of the Award following the termination of Participant’s employment, on a dollar-for-dollar basis, by the pre-tax amount required to be paid for the Participant’s account (including legal fees) in connection with such claim or action. The Company may not retain any funds or securities described in Clause 7(b)(x) hereof, or set-off obligations or liabilities described in such Clause, as described above, until such time as they would otherwise be distributable or payable to Participant in accordance with the applicable award terms. Only after-tax amounts will be applied to set-off any such obligations and liabilities and Participant will remain liable to pay any amounts that are not thereby satisfied in full. (c)Dodd-Frank Clawback Provisions. Notwithstanding any provision of this Agreement to the contrary, if Participant is a “Covered Individual,” as defined in the Citigroup Inc. Dodd-Frank Clawback Provisions (the “Clawback Provisions”), Participant’s Award and any other compensation paid or payable to Participant pursuant to this Agreement may be subject to recovery by the Company if the Committee determines, in its sole discretion, that Participant received “Erroneously Awarded Compensation,” as defined by the Clawback Provisions. Furthermore, if Participant is a Covered Individual on the Award Date, or becomes a Covered Individual at any time while this Award is outstanding, then in exchange for the benefits provided by this Award, Participant hereby acknowledges and agrees that the Clawback Provisions shall be applicable to any component of the Participant’s DIRAP awards that would otherwise be subject to recovery pursuant to the Clawback Provisions. 8.Consent to Electronic Delivery. In lieu of receiving documents in paper format, Participant hereby agrees, to the fullest extent permitted by law, to accept electronic delivery of all documents that Citigroup may be required to deliver (including, but not limited to, the Agreement and all other forms or communications) in connection with the Award and any other prior or future incentive award or program made or offered by Citigroup or its predecessors or successors. Electronic delivery of a document to Participant may be via (x) a Company service provider such as DocuSign, or (y) a Company e-mail system or by reference to a location on a Company intranet or secure internet site to which Participant has access. 9.Plan Administration, Determinations and Interpretations. The Committee has sole, final and binding exclusive discretionary authority to (x) make findings of fact, interpretations, calculations, conclusions and other determinations under or with respect to the Agreement or 13 any other communication, relating in any way to the Award and (y) establish and operationalize administrative procedures to implement the terms of the Award. 10.Adjustments to Awards. (a) Capital Structure. In the event of any change in the capitalization of Citigroup on account of (i) an extraordinary dividend, stock dividend, stock split, reverse stock split or similar equity restructuring; or (ii) a combination or exchange of equity securities, merger, consolidation, recapitalization, reorganization, divestiture, acquisition or distribution (other than ordinary cash dividends) of assets to stockholders, or other similar event affecting the capitalization of Citigroup, to the extent necessary to prevent the enlargement or diminution of the rights of Participant, the Committee will make appropriate equitable adjustments to the Award (including the determination of Weighted Average RoTCE, RoTCE, and Cumulative TBVPS), which adjustments will not require the consent of Participant. (b)Equitable Adjustments. If an event, or series of similar or related events, occurs with respect to the Company that renders, in the determination of the Committee, either or both of the performance measures set forth in Section 2(b) to no longer be appropriate, then the Committee will make appropriate equitable adjustments to the Award (including the determination of Weighted Average RoTCE, RoTCE and Cumulative TBVPS) to the extent necessary to prevent the enlargement or diminution of the rights of Participant. In the event of an unusual or non-recurring event affecting Weighted Average RoTCE, RoTCE, or Cumulative TBVPS or a change in applicable tax laws or accounting principles, the Committee will make appropriate equitable adjustments to the Award (including the determination of Weighted Average RoTCE, RoTCE and Cumulative TBVPS), to the extent necessary to prevent the enlargement or diminution of the rights of Participant, which adjustments will not require the consent of Participant. (c)Compliance Modifications. The Committee retains the right to modify the Award if required to comply with applicable law, regulation, or regulatory guidance (including applicable tax law) without the consent of Participant. Citigroup will furnish or make available to Participant a written notice of any modification through a brochure supplement or otherwise, which notice will specify the effective date of such modification. Any other adverse modification not elsewhere described in this Agreement will not be effective without Participant’s written consent. (d) Comparison Group. If, during the Performance Period, one or more companies in the Comparison Group merges, engages in a spin-off or otherwise experiences a material change in its business activities or it or one of its primary businesses shall terminate or cease due to receivership, bankruptcy, sale, or otherwise, then the Committee shall eliminate such company from the Comparison Group or make other adjustments to the Comparison Group, such as adding an acquirer or a new company to the Comparison Group, to the extent necessary to prevent the enlargement or diminution of the rights of Participants, with any such changes having effect for purposes of all calculations hereunder. In any of these events, the approach to determining percentiles shall also be equitably adjusted by the Committee, to the extent necessary to prevent the enlargement or diminution of the rights of Participants. 14 (e) Adverse Consequences. Neither the Committee nor Citigroup will be liable to Participant for any additional personal tax or other adverse consequences of any adjustments that are made to the Award. 11.Taxes and Tax Residency Status. (a) Compliance. By accepting the Award, Participant agrees to pay all applicable taxes (or hypothetical tax if Participant is subject to tax equalization or tax protection pursuant to a Citigroup Expatriate policy) and to file all required tax returns in all jurisdictions where Participant is subject to tax and/or an income tax filing requirement, without regard to the amount withheld or reported. To assist Citigroup in achieving full compliance with its obligations under the laws of all relevant taxing jurisdictions, Participant agrees to keep complete and accurate records of his or her income tax residency status and the number and location of travel and workdays outside of his or her country of income tax residency from the date of the Award until the settlement of the Award. Participant also agrees to provide, upon request, complete and accurate information about his or her tax residency status to Citigroup during such periods, and confirmation of his or her status as a (i) U.S. citizen, (ii) holder of a U.S. green card, or (iii) citizen or legal resident of a country other than the U.S. Participant will be responsible for any tax due, including penalties and interest, arising from any misstatement by Participant regarding such information. The Award will be subject to cancelation if Participant fails to make any such required payment. (b) Withholding. To the extent the Company is required to withhold tax in any jurisdiction upon the settlement of the Award or at such times as otherwise may be required in connection with the Award, Participant acknowledges that the Company may (but is not required to) provide Participant alternative methods of paying the Company the amount due to the appropriate tax authorities (or to the Company, in the case of hypothetical tax), as determined by the Committee. If no method of tax withholding is specified at or prior to the time any tax (or hypothetical tax) is due on the Award, or if Participant does not make a timely election, the Company will withhold the applicable amount from the payment made to Participant to fund any or any portion of tax that is required by law to be withheld. If Participant is a current or former Citigroup Expatriate subject to tax equalization, Participant agrees to promptly pay to the Company, in cash (or by any other means acceptable to the Committee), the excess of the amount of hypothetical tax due over the tax withheld with respect to the Award. Participant agrees that the Committee may require that some or all of the tax (or hypothetical tax) withholding obligations in connection with the Award must be satisfied in cash only, that timely payment of such amounts when due will be considered a condition to settlement of the Award, and that if the required amounts are not timely remitted to the Company, the Award may be canceled. 12.Entire Agreement; No Right to Employment. The Legal Documents set forth the entire understanding between the Company and Participant regarding the Award and supersede all other written, oral, or implied understandings between the parties hereto about the subject matter hereof, including any written or electronic agreement, election form or other communication to, from or between Participant and the Company. Nothing contained herein or in any incentive plan or program documents will confer upon Participant any rights to continued employment or employment in any particular position, at any specific rate of compensation, or for any particular period of time. 15 13.Compliance with Regulatory Requirements. The Award may be subject to the applicable law (including tax laws) and regulatory guidance in multiple jurisdictions, and will be administered and interpreted consistently with such law and regulatory guidance, including but not limited to Section 409A and Section 457A of the Code. 14.Section 409A and Section 457A Compliance. (a) Tax Liability. Participant understands that as a result of Section 409A and/or Section 457A of the Code, if Participant is a U.S. taxpayer he or she could be subject to adverse tax consequences if the Award or the plans and program documents are not administered in accordance with the requirements to avoid tax under Section 409A or Section 457A. Participant further understands that if Participant is a U.S. taxpayer, and the Award is considered to be a “nonqualified deferred compensation plan” and Participant’s employer is considered to be a “nonqualified entity” (as such terms are defined in Section 409A and/or Section 457A of the Code), Participant could be subject to accelerated income recognition or other adverse tax consequences with respect to all or a portion of the Award if Citigroup fails to modify the Award. Participant acknowledges that there is no guarantee that the Award, or any amendment or modification thereto, will successfully avoid unintended tax consequences to Participant and that the Company does not accept any liability therefor. (b) Specified Employees. If the Award is subject to Section 409A of the Code, this Agreement may not be amended, nor may the Award be administered, to provide for any payment of the Award to occur upon any event that would constitute a “separation from service” (within the meaning of Section 409A of the Code) if Participant is a “specified employee” (within the meaning of Treas. Reg. § 1.409A-1(i)(1)) at the time of such Participant’s “separation from service,” unless it is provided that the distribution or payment will not be made until the date which is six months from such “separation from service,” or, if earlier, the date of Participant’s death and that during such six-month deferral period, Participant will not be entitled to interest, notional interest, dividends, dividend equivalents, or any compensation for any loss in market value or otherwise which occurs with respect to the Award during such deferral period. (c) Delayed Settlement. If the Award is subject to Section 409A of the Code and there is a Delayed Settlement that extends beyond December 31 of the year in which the Award Payment Date occurs, unless Participant timely complies with the notification and enforcement provisions of Treas. Reg. § 1.409A-3(g), the Company has full and sole discretionary authority to modify the Award in order to avoid a violation of Section 409A of the Code. 15.Arbitration; Conflict; Governing Law; Severability. (a) Arbitration Any and all disputes, claims or controversies related to or arising out of the Award or the Legal Documents, including, without limitation, any claim that an Award, in whole or in part, should have been, but was not made, or that this Agreement or any of the Legal Documents is void, voidable, invalid, unlawful or unenforceable (each a “Dispute”), will be finally and conclusively resolved by binding arbitration in accordance with the Company’s arbitration policies, as in effect from time to time. In the absence of a Company arbitration policy that is applicable to you or your Award and your work location is outside of the United States at the time of the commencement of a Dispute, you irrevocably agree that (1) any such Dispute will be finally and conclusively resolved on an individual basis by binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its International Dispute Resolution Procedures in effect at the time of commencement of any such arbitration 16 (collectively, the “Rules”), except as such Rules are otherwise modified or expanded as set forth in Citi’s Arbitration Policy, which is available on Citi For You, (2) the place of such arbitration shall be New York, New York, United States of America, and (3) any claim or dispute concerning the interpretation, application or validity of this provision shall be heard and decided exclusively by the United States District Court for the Southern District of New York (the “Southern District”), and by any court having appellate jurisdiction over the Southern District, and in the event that the Southern District lacks jurisdiction over the subject matter of any such action or proceeding, the sole alternative forum for any such action or proceeding shall be the Supreme Court of the State of New York for the County of New York (b) Conflict. In the event of a conflict between this Agreement and the DIRAP plan document, this Agreement will control. (c) Governing Law. This Agreement will be governed by the laws of the State of New York (regardless of conflict of laws principles) as to all matters, including, but not limited to, the construction, application, validity and administration of the Company’s incentive award programs. (d) Severability. Except as otherwise provided below, Participant understands and acknowledges that the terms and conditions set forth herein, including without limitation Sections 3 through 7 hereof, are included herein for the purpose of ensuring sound incentive compensation practices. Therefore, the terms of this Agreement are intended not to be severable, so that if any provision of this Agreement, including without limitation any provision of Sections 3 through 7 hereof, is held void, unlawful, or unenforceable under any applicable statute or other controlling law (1) the remainder of this Agreement, including in particular but without limitation the obligations of the Company in respect of settlement of the Award, will be invalidated and deemed to be unenforceable and (2) any amount previously paid or distributed in settlement of the Award shall be considered to have been distributed in error and Participant shall repay or return such payment or distribution in accordance with Section 7 hereof. Notwithstanding the foregoing, the parties acknowledge and agree that (a) the arbitration agreement set out in Subsection 15(a) hereof is a separate and severable contract between them and that any dispute as to the enforceability or validity of this arbitration agreement, or as to the arbitrability of arbitral jurisdiction over any claim, shall be heard and decided by the arbitrators, and not by any court, and that this arbitration agreement shall survive the termination or expiration of this Agreement, (b) if only the arbitration provision set forth in Subsection 15(a) is held to be unenforceable, then Subsection 15(a) shall be severable from the remaining provisions of this Agreement. 16. Disclosure Regarding Use of Personal Information. (a) Data Protection Statement and Use of “Personal Information.” (i) Where the General Data Protection Regulation (2016/679) (“GDPR”) applies, please refer to the Data Protection Statement attached as Schedule 1. (ii) Where the GDPR does not apply, the following provisions apply: In connection with the grant of the Award, and any other award under other incentive award programs, and the implementation and administration of any such program, including, without 17 limitation, Participant’s actual participation, or consideration by the Company for potential future participation, in any program at any time, it is or may become necessary for the Company to collect, transfer, use, and hold certain personal information regarding Participant in and/or outside of Participant’s country of employment. The “personal information” that the Company may collect, process, use, store and transfer for the purposes outlined above includes Participant’s name, nationality, citizenship, tax or other residency status, work authorization, date of birth, age, government/tax identification number, passport number, brokerage account information, GEID or other internal identifying information, home address, work address, job and location history, compensation and incentive award information and history, business unit, employing entity, and Participant’s beneficiaries and contact information. Participant may obtain more details regarding the access and use of his/her personal information, and may correct or update such information, by contacting his/her human resources representative or local equity coordinator. Use, transfer, storage and processing of personal information, electronically or otherwise, shall be for the performance of this Agreement and the Company’s internal administration of its incentive award programs, and in connection with tax or other governmental and regulatory compliance activities directly or indirectly related to an incentive award program, including the prevention, detection and prosecution of crime or other grounds of public interest. In accordance with the Company’s personal information and data policies and standards, personal information may be stored in, or accessed from or transferred to countries where data privacy laws may not be as protective as those in the country from which the personal information was provided. Participant agrees to the processing of personal information as described herein under confidentiality and privacy terms to the same standard set out herein. For such purposes only, personal information may be used by third parties retained by the Company to assist with the administration and compliance activities of its incentive award programs, and may be transferred by the company that employs (or any company that has employed) Participant from Participant’s country of employment to other Citigroup entities and third parties located in the United States and in other countries. Specifically, those parties that may have access to Participant’s information for the purposes described herein include, but are not limited to, (i) human resources personnel responsible for administering the award programs, including local and regional equity award coordinators, and global coordinators located in the United States; (ii) Participant’s U.S. broker and equity account administrator and trade facilitator; (iii) Participant’s U.S., regional and local employing entity and business unit management, including Participant’s supervisor and his/her superiors; (iv) the Committee or its designee, which is responsible for administering the Stock Incentive Plan; (v) Citigroup’s technology systems support team (but only to the extent necessary to maintain the proper operation of electronic information systems that support the incentive award programs); and (vi) internal and external legal, tax and accounting advisors (but only to the extent necessary for them to advise the Company on compliance and other issues affecting the incentive award programs in their respective fields of expertise). At all times, Company personnel and third parties will be obligated to maintain the confidentiality of Participant’s personal information except to the extent the Company is required to provide such information to governmental agencies or other parties. Such action will always be undertaken only in accordance with applicable law. (b) Participant’s Consent (not applicable where the GDPR applies). BY ACCEPTING THE AWARD, PARTICIPANT EXPLICITLY CONSENTS (I) TO THE USE OF PARTICIPANT’S PERSONAL INFORMATION FOR THE PURPOSE OF BEING CONSIDERED FOR PARTICIPATION IN 18 FUTURE EQUITY, DEFERRED CASH OR OTHER AWARD PROGRAMS (TO THE EXTENT HE/SHE IS ELIGIBLE UNDER THE TERMS OF SUCH PLAN OR PROGRAM, AND WITHOUT ANY GUARANTEE THAT ANY AWARD WILL BE MADE); AND (II) TO THE USE, TRANSFER, PROCESSING AND STORAGE, ELECTRONICALLY OR OTHERWISE, OF HIS/HER PERSONAL INFORMATION, AS SUCH USE HAS OCCURRED TO DATE, AND AS SUCH USE MAY OCCUR IN THE FUTURE, IN CONNECTION WITH THIS OR ANY OTHER EQUITY OR OTHER AWARD, AS DESCRIBED ABOVE. *** 19 SCHEDULE 1- DATA PROTECTION STATEMENT (APPLICABLE WHERE THE GDPR APPLIES) Data Controller Citigroup Inc. Data Protection Officer(s) [Contact Information Intentionally Omitted] Purpose and grounds for data processing Implementation and administration of DIRAP and CAP, including, a participant’s actual participation, or consideration by the Company for potential future participation, in any similar or equivalent award plan or program. Data processing is necessary for the performance of this Agreement to which you, the data subject, are party, or in order to take steps in connection with the Company considering you for any future participation in any similar or equivalent award plan or program. Retention period The Company will hold your personal information on its systems for the longest of the following periods: (i) as long as is necessary during your participation in DIRAP or CAP; (ii) any retention period that is mandated by law; (iii) the Compensation Planning retention periods set out in the Company’s Retention Management Policy which are measured from maturity or from DIRAP or CAP being superseded as follows: Lithuania staff: 6 years Malta and Romania staff: 10 Years The UK and all other 24 EU countries: 7 Years US Persons: 6 Years Categories of Personal Information Participant’s name, nationality, citizenship, tax or other residency status, work authorization, date of birth, age, government/tax identification number, passport number, brokerage account information, GEID or other internal identifying information, home address, work address, job and location history, compensation and incentive award information and history, business unit, employing entity, and Participant’s beneficiaries and contact information. 20 Recipients of Personal Information (i) Human resources personnel responsible for administering the award programs, including local and regional equity award coordinators, and global coordinators located in the United States; (ii) Participant’s U.S. broker and equity account administrator and trade facilitator; (iii) Participant’s U.S., regional and local employing entity and business unit management, including Participant’s supervisor and his/her superiors; (iv) The Committee or its designee, which is responsible for administering the DIRAP and CAP; (v) The Company’s technology systems support team (but only to the extent necessary to maintain the proper operation of electronic information systems that support the incentive award programs); and (vi) Internal and external legal, tax and accounting advisors (but only to the extent necessary for them to advise the Company on compliance and other issues affecting the incentive award programs in their respective fields of expertise). Details of transfers outside the EU Participant’s personal data may be transferred to the United States or another country that has not been certified by the European Commission as offering equivalent or "adequate protection" to the EU country of your last employment (or current residence). Information that is transferred between Citigroup and its affiliates is done in accordance with the Company’s Binding Corporate Rules. Where personal data is transferred to non-affiliated organizations (for the execution of investments, payments or any other transactions), the Company shall procure that such non-affiliated organizations agree to a similar level of protection as is provided under the Company’s Binding Corporate Rules. 21 Individual rights Under the General Data Protection Regulation (EU) 2016/679 individuals have data subject rights including the right to access and correct personal data for data processed by or on behalf of any entity affiliated with the Company in the EU/EEA. You may exercise these rights by sending a written request to the EMEA Chief Privacy Officer identified above. Right to complain If you are unhappy with the way the Company has handled your personal information or any privacy query or request that you have raised with the EMEA Chief Privacy Officer, you have a right to lodge a complaint with a competent supervisory authority, in particular in the Member State of your habitual residence or place of work, of an alleged infringement of the GDPR. *** 22 --- ## EX-10.3 SEC source: [citi-exh103x9302024.htm](https://www.sec.gov/Archives/edgar/data/831001/000083100124000134/citi-exh103x9302024.htm) Exhibit 10.3 [Citi Letterhead] March 20, 2023 Mr. Andrew Sieg [Address Intentionally Omitted] Dear Andy: We are very pleased to offer you a position with Citibank, N.A., as Managing Director and Head of Citi Global Wealth, reporting to Jane Fraser, Chief Executive Officer, Citigroup Inc. This letter and any attachments, including the Additional Terms Addendum ("Letter"), set forth the terms of our offer. Start Date: Your anticipated start date will be October 1, 2023, or such other date we may mutually agree upon (''Start Date''), subject to your compliance with any employment termination notice that you may be required to provide to your current employer. Location: Your primary work location will be 388 Greenwich Street, New York, New York, 10013. Base Salary: As a member of Citi's Executive Management Team, your annual base salary will be $1,000,000 (which will be prorated for the time you work in 2023), payable in accordance with Citi's regular payroll practice (which currently provides for payments every other Friday.) Guaranteed Award: For performance year 2023, you will receive an award under Citi's Discretionary Incentive and Retention Award Plan (''DIRAP''), with a pre-tax nominal value of $11,000,000 subject to the terms below (''Guaranteed Award''). A portion of your Guaranteed Award will be deferred on a mandatory basis and awarded in cash or equity at Citi's discretion. The Guaranteed Award will be prorated in the event of an authorized leave of absence during the year in which you are hired. Forty percent (40%) of your Guaranteed Award will be paid to you in 2024 (but no later than March 15th of such year). If you resign (or give notice of your resignation) or your employment terminates 1 for Cause (as defined herein) prior to the payment date of this portion of the Guaranteed Award, you will not be eligible to receive the Guaranteed Award or any component thereof. Except as otherwise provided in this Letter, the remaining portion of your Guaranteed Award (the "deferred Guaranteed Award") will be granted to you in the first quarter of 2024, at the same time similar awards are granted to other members of the Executive Management Team. Half of that portion will be in the form of deferred DIRAP awards, which vest in four equal annual installments beginning on January 20, 2025, provided however, in the event of your death prior to the final vesting date of such award, the unvested portion will be paid to your estate as soon as administratively practicable. The other half of that portion will be in the form of Performance Share Units, which have a three-year performance-based vesting period. The payment terms for such award shall be the same as the payment terms for PSUs granted in 2023, i.e., payment in 2027 on or prior to March 15 of such year. Except for the time of payment and vesting terms described above, the form and other terms and conditions of the deferred Guaranteed Award will be subject to all other generally applicable terms and conditions for U.S senior executives. If prior to the grant date of the deferred Guaranteed Award you resign (or give notice of your resignation) or your employment terminates for Cause, you will not be eligible to receive any component of the deferred Guaranteed Award. Accountability Framework Impact on Guaranteed Award: If you receive a disciplinary action of any kind - which actions are described in more detail in Citi's Accountability Framework Procedure ('' Accountability Framework'') -- the Guaranteed Award may be delayed and impacted negatively as set forth in the Accountability Framework. In other words, you will not receive the full amount of the Guaranteed Award detailed in this Letter; rather, you will receive a lesser amount as determined in accordance with the Accountability Framework. Further, the conduct for which you may receive disciplinary action does not need to rise to the level of Cause as defined herein, in order to have a negative impact on the Guaranteed Award. Repayment of Guaranteed Award: If you resign (or give notice of your resignation) or your employment is terminated for Cause (or you are given notice that your employment will be terminated for Cause) within the one year period following the date the Guaranteed Award is made to you, you will repay the gross amount of the cash portion of your Guaranteed Award within 30 days of your termination date. You acknowledge and agree that the Guaranteed Award does not constitute wages or earned compensation of any kind, and that by accepting this offer and signing below, you expressly authorize Citi to deduct any amounts owed pursuant to this paragraph from any account that you maintain with Citi, or from any commission or other compensation payments (other than salary) owed to you by Citi (where permissible by law). If this is not sufficient, then you shall repay the outstanding amount by check. You further agree to pay Citi for all expenses it incurs, including attorney's fees, in connection with the collection of any payment due under this paragraph. 2 DIRAP Awards: After performance year 2023, you will be eligible for an award under DIRAP (''DIRAP Award”). The decision whether or not to grant such an award, and the value and form it takes, are in the sole discretion of management, and will depend upon such factors as Citi's performance, your sector's performance, your business or function group's performance, and your individual performance. DIRAP Awards are generally granted on an annual basis. However, these awards may vary from year to year or be discontinued in the sole discretion of management. Receipt of a DIRAP Award in one or more years is not a guarantee of, and does not create an expectation or right to, any future award. You must be actively working at Citi on the grant date to be eligible for such an award. If you resign (or give notice of resignation), or your employment terminates (or you are given notice of termination) - for any reason - prior to the date an award is granted, you will not be eligible for an award (including a prorated award), even if you have worked during all or part of the period that the award covers. DIRAP Awards are granted in pre-tax amounts, and Citi reserves the right to grant all or part of an award in a form other than cash. Incentive and Retention Awards may be subject to vesting conditions and other terms and conditions as described in the award program documents. No manager or other employee has the authority to make a commitment of guaranteed compensation or benefits of any kind including, but not limited to, any guaranteed Incentive and Retention Award, or any other form of guaranteed cash, equity or deferred cash award, except in a written offer of employment, or in a writing signed by both the Business or Function Head and the senior Human Resources professional for your business or function. Replacement Cash in Lieu of Forfeited Equity Award Subject to documentation showing to Citi's satisfaction that your outstanding equity award from your current employer has been or will be forfeited or cancelled as a result of you joining Citi, you will receive a cash payment (the "Replacement Cash In Lieu of Forfeited Equity Award") in an amount to be calculated as follows: The average closing prices of a share of common stock of Bank of America on the NYSE (or the principal stock exchange on which shares of common stock of Bank of America are traded, as determined by Citi in its sole discretion) for the 20 trading days ending on the trading day preceding your Start Date MULTIPLIED by 94,516. (If, in lieu of the NYSE, Citi determines to utilize pricing from the principal stock exchange on which shares of common stock of Bank of America are traded and those shares are listed in a foreign currency, then for purposes of the preceding sentence each closing price shall be converted into U.S. dollars at a foreign exchange rate determined by Citi in its sole discretion.) 3 The Replacement Cash In Lieu of Forfeited Equity Award shall vest on March 20, 2024, provided that, except as otherwise provided for herein, you remain continuously employed by Citi (and have not given notice of your resignation) through each vesting date and meet all other vesting conditions. The vested portion of your award will be paid to you as soon as is administratively practicable. If your work country changes prior to a payment date, your vested award amount may be payable in whole or in part in a currency other than U.S. dollars, at a currency exchange rate determined by Citi in its sole discretion. If prior to the one year anniversary of your Start Date you resign (or give notice of your resignation) or your employment is terminated for Cause, you agree to repay the pre-tax amount of the Replacement Cash In Lieu of Forfeited Equity Award already paid to you within 30 days of your termination date. You expressly authorize Citi to deduct any amounts owed pursuant to this paragraph from any account you maintain with Citi, or from any commission or other compensation payments (other than salary) owed to you by Citi (where permissible by law). You further agree to pay Citi for all expenses it incurs, including attorney's fees, in connection with the collection of any payment due under this paragraph. Replacement Equity Award: Subject to documentation showing to Citi's satisfaction that your outstanding equity award from your current employer has been or will be forfeited or cancelled as a result of you joining Citi, you will be recommended for an award of deferred stock pursuant to the Citi Stock Award Program ("CSAP") in an amount of Citi shares (the "Replacement Equity Award") to be determined as follows: The average closing prices of a share of common stock of Bank of America on the NYSE (or the principal stock exchange on which shares of common stock of Bank of America are traded, as determined by Citi in its sole discretion) for the 20 trading days ending on the trading day preceding your Start Date MULTIPLIED by 345,154 DIVIDED by the average of the closing prices on the NYSE of a share of Citigroup Inc. common stock for the 20 trading days ending on the trading day preceding your Start Date. (If, in lieu of the NYSE, Citi determines to utilize pricing from the principal stock exchange on which shares of common stock of Bank of America are traded and those shares are listed in a foreign currency, then for purposes of the preceding sentence each closing price shall be converted into U.S. dollars at a foreign exchange rate determined by Citi in its sole discretion.) This recommendation will be submitted for approval within ninety (90) days after your Start Date. If some or all of your equity is not forfeited or cancelled, the Replacement Equity Award will be adjusted accordingly. 4 The Replacement Equity Award shall vest as follows: - 47.63% vests on March 20, 2025 - 47.85% vests on March 20, 2026 - 4.52% vests on February 20, 2027 provided that, except as otherwise provided for herein, you remain continuously employed by Citi through each vesting date and meet all other vesting conditions. The vested portion of your award will be paid to you as soon as administratively practicable after Citi has determined that all applicable settlement conditions have been met. More detailed information on the terms and conditions of this award will be outlined in the CSAP prospectus and your award agreement, which will be forwarded to you following the award date. If prior to the one year anniversary of your Start Date you resign (or give notice of your resignation) or your employment is terminated for Cause, you agree to repay the pre-tax amount of any installment of the Replacement Equity Award already paid to you within 30 days of your termination date. You expressly authorize Citi to deduct any amounts owed pursuant to this paragraph from any account that you maintain with Citi, or from any commission or other compensation payments (other than salary) owed to you by Citi (where permissible by law). You further agree to pay Citi for all expenses it incurs, including attorney's fees, in connection with the collection of any payment due under this paragraph. Award Adjustments: Any cash, or equity award(s) discussed herein that is based on the value of Citigroup Inc. common stock or the common stock of your prior employer that is referenced in this Letter shall be equitably adjusted to the extent necessary to prevent the enlargement or diminution of your award(s) in the event of a stock dividend, conversion, stock split, or other transaction or event affecting the capital structure of Citigroup Inc. or your prior employer if such transaction or event occurs prior to the date your award(s) are granted by Citi. For the avoidance of doubt, any such adjustment arising from a transaction or event affecting the capital structure of Citigroup Inc. shall be consistent with the adjustments made to all outstanding equity awards granted under the Citigroup 2019 Stock Incentive Plan, or any stockholder­ approved successor plan. Further, if some or all of your awards from your current employer is not forfeited or cancelled, the Replacement Cash in Lieu of Forfeited Equity Award and Replacement Equity Award will be adjusted accordingly; any overpayment will be subject to your prompt repayment, and you expressly authorize Citi to deduct any amounts owed pursuant to this paragraph from any account that you maintain with Citi, or from any commission or other compensation payments (other than salary) owed to you by Citi (where permissible by law). 5 Award Approvals: Any cash, deferred cash and/or equity award(s) discussed herein and granted to you in connection with your acceptance of employment with Citi shall be subject to any required approval(s) by your business or function including, where applicable, by the Compensation, Performance and Culture Committee of Citigroup Inc.’s Board of Directors or its delegate. Termination Provisions: A. Termination for Cause: For purposes of this Letter, Citi shall have "Cause" to void the Guaranteed Award and/or terminate your employment if: (i) you engage in excessive risk taking in contravention of standards established or revised by your business head, Risk Management and/or senior management, or you fail to comply with any balance sheet or working or regulatory capital guidance provided by your business or function head; (ii) you are subject to an action taken by a regulatory body or a self-regulatory organization ("SRO") as a result of your act or omission which substantially impairs you from performing your duties; (iii) you engage in misconduct in connection with your employment including a breach of Citi's compliance and control policies; (iv) you breach Citi's non-compliance related policies or rules including with respect to expense management and human resources; (v) you are dishonest in connection with your employment; (vi) you breach your fiduciary duty of loyalty to Citi; (vii) you violate a federal or state securities or banking law, rule or regulation or you violate the constitution, by-laws, rules or regulations of a regulatory authority or SRO; (viii) you fail to remain licensed to perform your duties; (ix) you fail to devote all of your professional time to your assigned duties and to the business of Citi (except as may be expressly permitted or authorized under Citigroup's Outside Directorships and Business Interests policy or any policy regarding outside activities applicable to your business or function); (x) you are convicted of a felony or a crime of breach of trust, money laundering or dishonesty, or you participate in a pre-trial diversion program after being charged or indicted for a felony or such crime; (xi) you fail to perform your assigned duties or you are deemed deficient in the performance of such duties; (xii) you made a factual representation or omission in the furtherance of your hiring or retention which proves to have been incorrect in any material respect when made; or (xiii) your actions subject Citi, by virtue of your affiliation with Citi, to negative or adverse publicity. B. Termination Without Cause or by Reason of Disability: (i)If your employment is terminated without Cause or by reason of your disability (as defined under the Citi Long-Term Disability Plan), the Guaranteed Award will be awarded and paid in accordance with the terms specified above, and subject to the additional terms below. If you have taken an authorized leave of absence during the year in which your employment is terminated without Cause or by reason of your disability, your Guaranteed Award will be prorated. Upon your termination without Cause, if applicable, the unpaid or unvested portion of any cash or equity award granted to you pursuant to this Letter shall continue to vest in accordance with the schedule set forth herein with respect to such award, subject to any other conditions to vesting, including any 6 applicable cancellation and clawback provisions, set forth in any award agreement you receive in respect of the award. (ii)If Citi discovers, at any time, that your employment could have been terminated for Cause prior to the applicable payment date of any award described herein, including but not limited to the Guaranteed Award, then (a) your employment may be deemed to have been terminated for Cause as of the date of the event or events giving rise to the termination for Cause, (b) Citi shall have no further obligation to pay or award to you the Guaranteed Award and any other cash or equity award described in this Letter to the extent not yet paid or awarded, and (c) if the discovery by Citi is within two years of your Start Date, you agree to repay up to the pre-tax amount of any replacement or other award granted to you pursuant to this Letter that is payable in cash along with the cash portion of the Guaranteed Award, to the extent previously paid, within 30 days of your termination date, and expressly authorize Citi to deduct any amounts owed pursuant to this paragraph from any account that you maintain with Citi, or from any commission or other compensation payments (other than salary) owed to you by Citi (where permissible by law). You further agree to pay Citi for all expenses it incurs, including attorney's fees, in connection with the collection of any payment due under this paragraph. (iii)Payment or delivery of the Guaranteed Award and any other cash or equity award granted to you pursuant to this Letter upon your termination without Cause as described herein shall be in lieu of any compensation or benefits provided for in this Letter or any separation pay or similar benefits you might otherwise be eligible to receive pursuant to any plan or policy, and shall be contingent upon your timely execution of a separation and general release agreement in a form acceptable to Citi. Upon termination of your employment with or without Cause, all employee perquisites, entitlements, and benefits will immediately cease, except as otherwise provided for in this Letter or the relevant benefit plans. C. Death: In the event your employment is terminated by reason of your death prior to February 28, 2024 the Guaranteed Award will be paid to your estate as soon as administratively practicable as a prorated cash payment based upon the months that you actually worked, and Citi shall have no obligation to pay your estate any future awards. If your employment is terminated by reason of your death on or after February 28, 2024, your Guaranteed Award will be awarded and paid in accordance with the terms specified above. In addition, if applicable, any unpaid or unvested portion of any other cash or equity award granted to you pursuant to this Letter shall vest and be paid or delivered to your estate as soon as administratively practicable. 7 Health and Insurance Benefits: As of your Start Date, you will be eligible to participate in Citi's comprehensive employee benefits plans, subject to any exclusions and limitations in effect at the time of delivery. A benefits package will be provided to you within a few weeks of your Start Date. You must enroll by the deadline stated in your benefits package, which is generally 31 days after your Start Date. Regardless of when you enroll within the 31-day enrollment period, benefits are retroactive to your eligibility begin date, which is generally your Start Date. If you do not enroll within the 31-day period, you will not have another opportunity to enroll until the next annual enrollment period, unless you experience a qualified change in status - like getting married or having a baby. Please note that all compensation, benefits and other policies, plans and programs are subject to change at any time at management's discretion. For more information on enrollment and the Citi health and insurance benefits plans visit Citi Benefits Online at [Link intentionally omitted]. Pre-Employment Requirements: This offer of employment is subject to satisfactory completion of all reference and background checks, which will include, but is not limited to, a consumer and/or investigative consumer report, and a criminal background check. The Central Registration Depository will verify any prior license and/or registration, as applicable, and confirm whether any violation, fine, suspension, or any other regulatory action has been taken against you. Furthermore, you must provide appropriate work authorization and, in compliance with the Immigration Reform and Control Act of 1986, complete an Employment Verification Form 1-9 and present proof of identity and employment eligibility no later than 3 days after your Start Date. Instructions for completing the pre-employment requirements applicable to you will be provided separately. Training and/or Licensing Requirements: Your employment will be contingent upon successful completion of any training or licensing requirements for the position you are being offered. If at any time during your employment, Citi establishes training and/or licensing requirements for the position you hold, your continued employment also will be contingent upon successfully completing these requirements in the timeframe specified by the business or function. Certain restrictions may apply to your employment activities until you successfully complete these requirements. Regulatory Requirements: In this position, you will be designated as an officer under Rule 16a-l(f) of the Securities Exchange Act of 1934. Further, you will be required to comply with Federal Reserve Bank (FRB) Regulation O. Conflicts of Interest and Compliance Requirements: Your business or function may restrict your ability to hold certain licenses or conduct certain activities outside of your employment with Citi; please consult your manager to determine if any restrictions apply to you. Further, you are required to obtain Citi's compliance approval for any outside business 8 activity in which you are currently involved; to initiate the approval process, please contact [Contact Information Intentionally Omitted], for assistance. In accordance with applicable policy, you are required to maintain your covered investment accounts with one or more of the following preferred brokers: [Names of Brokers Intentionally Omitted]. Stock Ownership Commitment: You will be subject to the same stock ownership commitment as is applicable to similarly situated executives with respect to any equity awards received during the course of your employment including, but not limited to, the awards described in this Letter. Employment Termination Notice: As part of our focus on providing our external and internal clients with best-in-class service and advice, Citi has adopted an Employment Termination Notice Policy that requires you to give 75 days advance notice of your intent to leave Citi for so long as you hold this position or any other Covered Position under the Policy. A copy of the Employment Termination Notice Policy is available upon request for your review prior to your acceptance of this offer. Arbitration: Any controversy or dispute relating to your employment with or separation from Citi other than controversies or disputes that by law are not arbitrable will be resolved in accordance with Citi's Employment Arbitration Policy, the terms of which are incorporated in this letter. A copy of the Employment Arbitration Policy is attached for your signature. Taxes: All compensation, payments, incentive and retention awards, stock, options, perquisites, and benefits set forth in this Letter are subject to applicable federal, state and local taxes, and Citi will withhold such taxes as it determines are required by applicable law or regulation. You will remain obligated to pay all required taxes on all compensation, payments, incentive and retention awards, perquisites, and benefits regardless of whether these amounts have been withheld or are required to be withheld by Citi. 409A of the Internal Revenue Code: We agree that, unless any plan, program or arrangement referred to in this Letter provides for payments or awards that are subject to Section 409A of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (the "Code"), any payment or award made pursuant to this Letter is intended to be a short-term deferral that is exempt from Section 409A of the Code, and that this Letter shall be administered in accordance with the short-term deferral exception to Section 409A of the Code. You agree that if any payment or award to be made pursuant to this Letter or any plan, program or arrangement referred to in this Letter is determined to be subject to Section 409A of the Code, then such payment or award shall be administered in accordance with Section 409A of the Code. 9 Additional Terms: There are additional terms related to your employment with Citi set forth in a separate addendum that you must read and fully understand before accepting our offer (''Additional Terms Addendum''). These additional terms are important for you to review since your acceptance of our offer constitutes your acceptance of these terms. We look forward to having you on board. Sincerely yours, Sara Wechter Head of Human Resources Citigroup Inc. Accepted: Andrew Sieg Date: 3/20/23 Employment Arbitration Policy [Intentionally Omitted] Additional Terms Addendum [Intentionally Omitted] 10 --- ## EX-22.01 SEC source: [citi-exh2201x9302024.htm](https://www.sec.gov/Archives/edgar/data/831001/000083100124000134/citi-exh2201x9302024.htm) Exhibit 22.01 Subsidiary Issuers of Guaranteed Securities The subsidiaries of Citigroup Inc. listed in the below table have issued (and, in the case of Citigroup Global Markets Holdings Inc., from time to time may issue) the securities listed next to such subsidiary. Citigroup Inc. has fully and unconditionally guaranteed (or effectively provided for the full and unconditional guarantee of) all such securities. Subsidiary Issuer Guaranteed Securities Citigroup Global Markets Holdings Inc., a wholly-owned subsidiary Senior Debt Securities issued under the Senior Debt Indenture dated as of March 8, 2016, between Citigroup Global Markets Holdings Inc., Citigroup Inc. and The Bank of New York Mellon, as trustee Citigroup Capital III, a wholly-owned finance subsidiary 7 5/8% Trust Preferred Securities Citigroup Capital XIII, a wholly-owned finance subsidiary 7.875% Fixed Rate / Floating Rate Trust Preferred Securities --- ## EX-31.01 SEC source: [citi-exh3101x9302024.htm](https://www.sec.gov/Archives/edgar/data/831001/000083100124000134/citi-exh3101x9302024.htm) Exhibit 31.01 CERTIFICATION I, Jane Fraser, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: November 7, 2024 /s/ Jane Fraser Jane Fraser Chief Executive Officer --- ## EX-31.02 SEC source: [citi-exh3102x9302024.htm](https://www.sec.gov/Archives/edgar/data/831001/000083100124000134/citi-exh3102x9302024.htm) Exhibit 31.02 CERTIFICATION I, Mark A. L. Mason, certify that: 1.I have reviewed this Quarterly Report on Form 10-Q of Citigroup Inc.; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c)Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d)Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and 5.The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. Date: November 7, 2024 /s/ Mark A. L. Mason Mark A. L. Mason Chief Financial Officer --- ## EX-32.01 SEC source: [citi-exh3201x9302024.htm](https://www.sec.gov/Archives/edgar/data/831001/000083100124000134/citi-exh3201x9302024.htm) Exhibit 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report on Form 10-Q of Citigroup Inc. (the “Company”) for the quarter ended September 30, 2024 (the “Report”), Jane Fraser, as Chief Executive Officer of the Company, and Mark A. L. Mason, as Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ Jane Fraser Jane Fraser Chief Executive Officer November 7, 2024 /s/ Mark A. L. Mason Mark A. L. Mason Chief Financial Officer November 7, 2024 This certification accompanies each Report pursuant to § 906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the Company for purposes of § 18 of the Securities Exchange Act of 1934, as amended. A signed original of this written statement required by § 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. --- ## EX-99.01 SEC source: [c-20240930_d2.htm](https://www.sec.gov/Archives/edgar/data/831001/000083100124000134/c-20240930_d2.htm) | Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: / Title of each class / Common Stock, par value $.01 per share | Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: / Ticker Symbol(s) / C | Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: / Title for i XBRL / Common Stock, par value $.01 per share | Exhibit 99.01 / Citigroup Inc. securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934: / Name of each exchange on which registered / New York Stock Exchange | | --- | --- | --- | --- | | 7.625% Trust Preferred Securities of Citigroup Capital III (and registrant’s guaranty with respect thereto) | C/36Y | 7.625% TRUPs of Cap III (and registrant’s guaranty) | New York Stock Exchange | | 7.875% Fixed Rate / Floating Rate Trust Preferred Securities (TruPS®) of Citigroup Capital XIII (and registrant’s guaranty with respect thereto) | C N | 7.875% FXD / FRN TruPS of Cap XIII (and registrant’s guaranty) | New York Stock Exchange | | Medium-Term Senior Notes, Series N, Callable Step-Up Coupon Notes due March 31, 2036 of CGMHI (and registrant’s guaranty with respect thereto) | C/36A | MTN, Series N, Callable Step-Up Coupon Notes due Mar 2036 of CGMHI (and registrant’s guaranty) | New York Stock Exchange | | Medium-Term Senior Notes, Series N, Callable Step-Up Coupon Notes due February 26, 2036 of CGMHI (and registrant’s guaranty with respect thereto) | C/36 | MTN, Series N, Callable Step-Up Coupon Notes due Feb 2036 of CGMHI (and registrant’s guaranty) | New York Stock Exchange | | Medium-Term Senior Notes, Series N, Callable Fixed Rate Notes Due December 18, 2035 of CGMHI (and registrant’s guaranty with respect thereto) | C/35 | MTN, Series N, Callable Fixed Rate Notes Due Dec 2035 of CGMHI (and registrant’s guaranty) | New York Stock Exchange | | Medium-Term Senior Notes, Series N, Callable Fixed Rate Notes Due April 26, 2028 of CGMHI (and registrant’s guaranty with respect thereto) | C/28 | MTN, Series N, Callable Fixed Rate Notes Due Apr 2028 of CGMHI (and registrant’s guaranty) | New York Stock Exchange | | Medium-Term Senior Notes, Series N, Floating Rate Notes Due September 17, 2026 of CGMHI (and registrant’s guaranty with respect thereto) | C/26 | MTN, Series N, Floating Rate Notes Due Sept 2026 of CGMHI (and registrant’s guaranty) | New York Stock Exchange | | Medium-Term Senior Notes, Series N, Floating Rate Notes Due September 15, 2028 of CGMHI (and registrant’s guaranty with respect thereto) | C/28A | MTN, Series N, Floating Rate Notes Due Sept 2028 of CGMHI (and registrant’s guaranty) | New York Stock Exchange | Medium-Term Senior Notes, Series N, Floating Rate Notes Due October 6, 2028 of CGMHI (and registrant’s guaranty with respect thereto) C/28B MTN, Series N, Floating Rate Notes Due Oct 2028 of CGMHI (and registrant’s guaranty) New York Stock Exchange Medium-Term Senior Notes, Series N, Floating Rate Notes Due March 21, 2029 of CGMHI (and registrant’s guaranty with respect thereto) C/29A MTN, Series N, Floating Rate Notes Due Mar 2029 of CGMHI (and registrant’s guaranty) New York Stock Exchange